Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Jul. 18, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jun. 30, 2022 | ||
Current Fiscal Year End Date | --06-30 | ||
Document Transition Report | false | ||
Entity File Number | 000-09992 | ||
Entity Registrant Name | KLA CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-2564110 | ||
Entity Address, Address Line One | One Technology Drive, | ||
Entity Address, City or Town | Milpitas, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95035 | ||
City Area Code | 408 | ||
Local Phone Number | 875-3000 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | KLAC | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 64,800 | ||
Entity Common Stock, Shares Outstanding | 141,803,776 | ||
Documents Incorporated by Reference | Portions of the Proxy Statement for the 2022 Annual Meeting of Stockholders (“Proxy Statement”) to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended June 30, 2022, are incorporated by reference into Part III of this report. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000319201 |
Audit Information
Audit Information | 12 Months Ended |
Jun. 30, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Jose, California |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,584,908 | $ 1,434,610 |
Marketable securities | 1,123,100 | 1,059,912 |
Accounts receivable, net | 1,811,877 | 1,305,479 |
Inventories | 2,146,889 | 1,575,380 |
Other current assets | 502,137 | 320,867 |
Total current assets | 7,168,911 | 5,696,248 |
Land, property and equipment, net | 849,929 | 663,027 |
Goodwill | 2,320,049 | 2,011,172 |
Deferred income taxes | 579,173 | 270,461 |
Purchased intangible assets, net | 1,194,414 | 1,185,311 |
Other non-current assets | 484,612 | 444,905 |
Total assets | 12,597,088 | 10,271,124 |
Current liabilities: | ||
Accounts payable | 443,338 | 342,083 |
Deferred system revenue | 500,969 | 295,192 |
Deferred service revenue | 381,737 | 284,936 |
Short-term debt | 0 | 20,000 |
Other current liabilities | 1,545,039 | 1,161,016 |
Total current liabilities | 2,871,083 | 2,103,227 |
Long-term debt | 6,660,718 | 3,422,767 |
Deferred tax liabilities | 658,937 | 650,623 |
Deferred service revenue | 124,618 | 87,575 |
Other non-current liabilities | 882,642 | 631,290 |
Total liabilities | 11,197,998 | 6,895,482 |
Commitments and contingencies (Notes 9, 15 and 16) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 1,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $0.001 par value, 500,000 shares authorized, 279,210 and 278,435 shares issued, 141,804 and 152,776 shares outstanding, as of June 30, 2022 and June 30, 2021, respectively | 142 | 153 |
Capital in excess of par value | 1,061,798 | 2,175,835 |
Retained earnings | 366,882 | 1,277,123 |
Accumulated other comprehensive loss | (27,471) | (75,557) |
Total KLA stockholders’ equity | 1,401,351 | 3,377,554 |
Non-controlling interest in consolidated subsidiaries | (2,261) | (1,912) |
Total stockholders’ equity | 1,399,090 | 3,375,642 |
Total liabilities and stockholders’ equity | $ 12,597,088 | $ 10,271,124 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares, issued (in shares) | 279,210,000 | 278,435,000 |
Common stock, shares, outstanding (in shares) | 141,804,000 | 152,776,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | |||
Revenues | $ 9,211,883 | $ 6,918,734 | $ 5,806,424 |
Costs and expenses: | |||
Costs of revenues | 3,592,441 | 2,772,165 | 2,449,561 |
Research and development | 1,105,254 | 928,487 | 863,864 |
Selling, general and administrative | 860,007 | 729,602 | 734,149 |
Goodwill impairment | 0 | 0 | 256,649 |
Interest expense | 160,339 | 157,328 | 160,274 |
Loss on extinguishment of debt | 0 | 0 | 22,538 |
Other expense (income), net | 4,605 | (29,302) | 2,678 |
Income before income taxes | 3,489,237 | 2,360,454 | 1,316,711 |
Provision for income taxes | 167,177 | 283,101 | 101,686 |
Net income | 3,322,060 | 2,077,353 | 1,215,025 |
Less: Net income (loss) attributable to non-controlling interest | 253 | (939) | (1,760) |
Net income attributable to KLA | $ 3,321,807 | $ 2,078,292 | $ 1,216,785 |
Net income per share attributable to KLA | |||
Basic (in dollars per share) | $ 22.07 | $ 13.49 | $ 7.76 |
Diluted (in dollars per share) | $ 21.92 | $ 13.37 | $ 7.70 |
Weighted-average number of shares: | |||
Basic (in shares) | 150,494 | 154,086 | 156,797 |
Diluted (in shares) | 151,555 | 155,437 | 158,005 |
Product | |||
Revenues: | |||
Revenues | $ 7,301,428 | $ 5,240,316 | $ 4,328,725 |
Service | |||
Revenues: | |||
Revenues | $ 1,910,455 | $ 1,678,418 | $ 1,477,699 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 3,322,060 | $ 2,077,353 | $ 1,215,025 |
Currency translation adjustments: | |||
Cumulative currency translation adjustments | (15,915) | 12,236 | (26) |
Income tax (provision) benefit | 4,592 | (842) | 110 |
Net change related to currency translation adjustments | (11,323) | 11,394 | 84 |
Cash flow hedges: | |||
Net unrealized gains (losses) arising during the period | 104,952 | 3,782 | (16,739) |
Reclassification adjustments for net (gains) losses included in net income | (5,919) | 181 | (2,072) |
Income tax (provision) benefit | (22,105) | (805) | 4,286 |
Net change related to cash flow hedges | 76,928 | 3,158 | (14,525) |
Net change related to unrecognized losses and transition obligations in connection with defined benefit plans | (1,438) | (7,247) | 2,397 |
Available-for-sale securities: | |||
Net unrealized gains (losses) arising during the period | (20,792) | (3,678) | 6,029 |
Reclassification adjustments for net (gains) losses included in net income | 306 | (253) | (297) |
Income tax (provision) benefit | 4,405 | 843 | (433) |
Net change related to available-for-sale securities | (16,081) | (3,088) | 5,299 |
Other comprehensive income (loss) | 48,086 | 4,217 | (6,745) |
Less: Comprehensive income (loss) attributable to non-controlling interest | 253 | (939) | (1,760) |
Total comprehensive income attributable to KLA | $ 3,369,893 | $ 2,082,509 | $ 1,210,040 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total KLA Stockholders’ Equity | Total KLA Stockholders’ Equity Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common Stock and Capital in Excess of Par Value | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest |
Balance (in shares) at Jun. 30, 2019 | 159,475 | |||||||||
Balance at Jun. 30, 2019 | $ 2,677,693 | $ 2,659,108 | $ 2,017,312 | $ 714,825 | $ (73,029) | $ 18,585 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income attributable to KLA | 1,216,785 | 1,216,785 | 1,216,785 | |||||||
Net income (loss) attributable to non-controlling interest | (1,760) | (1,760) | ||||||||
Other comprehensive income (loss) | (6,745) | (6,745) | (6,745) | |||||||
Net issuance under employee stock plans (in shares) | 1,313 | |||||||||
Net issuance under employee stock plans | $ 29,374 | 29,374 | ||||||||
Repurchase of common stock (in shares) | (5,327) | (5,327) | ||||||||
Repurchase of common stock | $ (821,083) | (821,083) | (67,799) | (753,284) | ||||||
Cash dividends and dividend equivalents declared | (523,396) | (523,396) | (523,396) | |||||||
Dividend to non-controlling interest | (1,239) | (1,239) | ||||||||
Stock-based compensation expense | 111,381 | 111,381 | 111,381 | |||||||
Balance (in shares) at Jun. 30, 2020 | 155,461 | |||||||||
Balance at Jun. 30, 2020 | $ 2,681,010 | $ (5,530) | 2,665,424 | $ (5,530) | 2,090,268 | 654,930 | $ (5,530) | (79,774) | 15,586 | |
Increase (Decrease) in Stockholders' Equity | ||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 [Member] | |||||||||
Net income attributable to KLA | $ 2,078,292 | 2,078,292 | 2,078,292 | |||||||
Net income (loss) attributable to non-controlling interest | (939) | (939) | ||||||||
Other comprehensive income (loss) | 4,217 | 4,217 | 4,217 | |||||||
Net issuance under employee stock plans (in shares) | 973 | |||||||||
Net issuance under employee stock plans | $ 29,736 | 29,736 | ||||||||
Repurchase of common stock (in shares) | (3,658) | (3,658) | ||||||||
Repurchase of common stock | $ (944,607) | (944,607) | (55,414) | (889,193) | ||||||
Cash dividends and dividend equivalents declared | (561,376) | (561,376) | (561,376) | |||||||
Stock-based compensation expense | 111,836 | 111,398 | 111,398 | 438 | ||||||
Net issuance on exercise of option by NCI | 127 | 127 | ||||||||
Disposal of non-controlling interest | (17,124) | (17,124) | ||||||||
Balance (in shares) at Jun. 30, 2021 | 152,776 | |||||||||
Balance at Jun. 30, 2021 | 3,375,642 | 3,377,554 | 2,175,988 | 1,277,123 | (75,557) | (1,912) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income attributable to KLA | 3,321,807 | 3,321,807 | 3,321,807 | |||||||
Net income (loss) attributable to non-controlling interest | 253 | 253 | ||||||||
Other comprehensive income (loss) | 48,086 | 48,086 | 48,086 | |||||||
Net issuance under employee stock plans (in shares) | 796 | |||||||||
Net issuance under employee stock plans | $ 28,644 | 28,644 | ||||||||
Repurchase of common stock (in shares) | (11,768) | (11,768) | ||||||||
Repurchase of common stock | $ (4,862,267) | (4,862,267) | (1,269,610) | (3,592,657) | ||||||
Cash dividends and dividend equivalents declared | (639,391) | (639,391) | (639,391) | |||||||
Dividend to non-controlling interest | (602) | (602) | ||||||||
Stock-based compensation expense | 126,918 | 126,918 | 126,918 | |||||||
Balance (in shares) at Jun. 30, 2022 | 141,804 | |||||||||
Balance at Jun. 30, 2022 | $ 1,399,090 | $ 1,401,351 | $ 1,061,940 | $ 366,882 | $ (27,471) | $ (2,261) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends declared (in dollars per share) | $ 4.20 | $ 3.60 | $ 3.30 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 3,322,060 | $ 2,077,353 | $ 1,215,025 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Goodwill impairment | 0 | 0 | 256,649 |
Depreciation and amortization | 363,344 | 333,335 | 348,049 |
Loss on extinguishment of debt | 0 | 0 | 22,538 |
Unrealized foreign exchange (gain) loss and other | 46,531 | (19,441) | 13,860 |
Asset impairment charges | 5,962 | 842 | 13,341 |
Stock-based compensation expense | 126,918 | 111,836 | 111,381 |
Deferred income taxes | (329,501) | (44,445) | (93,110) |
Gain on sale of business | 0 | (4,422) | 0 |
Gain on fair value adjustment of marketable equity securities | 0 | (26,719) | 0 |
Settlement of treasury lock agreement | 82,799 | 0 | (21,518) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in business acquisitions: | |||
Accounts receivable | (510,326) | (203,155) | (118,362) |
Inventories | (567,003) | (270,100) | (74,817) |
Other assets | (217,070) | (96,218) | (11,147) |
Accounts payable | 101,632 | 79,366 | 61,144 |
Deferred system revenue | 213,368 | (44,674) | 57,687 |
Deferred service revenue | 129,718 | 45,845 | 22,779 |
Other liabilities | 544,270 | 245,623 | (24,649) |
Net cash provided by operating activities | 3,312,702 | 2,185,026 | 1,778,850 |
Cash flows from investing activities: | |||
Proceeds from sale of assets | 27,658 | 1,855 | 0 |
Proceeds from sale of business | 0 | 16,833 | 0 |
Business acquisitions, net of cash acquired | (479,113) | 0 | (90,143) |
Capital expenditures | (307,320) | (231,628) | (152,675) |
Purchases of available-for-sale securities | (987,660) | (1,018,744) | (798,493) |
Proceeds from sale of available-for-sale securities | 113,538 | 145,533 | 148,969 |
Proceeds from maturity of available-for-sale securities | 760,548 | 581,679 | 626,943 |
Purchases of trading securities | (121,254) | (107,867) | (110,241) |
Proceeds from sale of trading securities | 116,350 | 111,321 | 115,680 |
Proceeds from other investments | 795 | 614 | 1,086 |
Net cash used in investing activities | (876,458) | (500,404) | (258,874) |
Cash flows from financing activities: | |||
Proceeds from issuance of debt, net of issuance costs | 2,967,409 | 40,343 | 741,832 |
Proceeds from revolving credit facility, net of costs | 875,000 | 0 | 450,000 |
Repayment of debt | (620,000) | (70,000) | (1,171,033) |
Common stock repurchases | (3,967,806) | (938,607) | (829,084) |
Forward contract for accelerated share repurchases | (900,000) | 0 | 0 |
Payment of dividends to stockholders | (638,528) | (559,353) | (522,421) |
Payment of dividends to subsidiary’s non-controlling interest holders | (602) | 0 | (1,239) |
Issuance of common stock | 113,014 | 86,098 | 75,634 |
Tax withholding payments related to vested and released restricted stock units | (84,371) | (56,362) | (46,260) |
Contingent consideration payable and other, net | (1,121) | 0 | 2,936 |
Net cash used in financing activities | (2,257,005) | (1,497,881) | (1,299,635) |
Effect of exchange rate changes on cash and cash equivalents | (28,941) | 13,460 | (1,926) |
Net increase in cash and cash equivalents | 150,298 | 200,201 | 218,415 |
Cash and cash equivalents at beginning of period | 1,434,610 | 1,234,409 | 1,015,994 |
Cash and cash equivalents at end of period | 1,584,908 | 1,434,610 | 1,234,409 |
Supplemental cash flow disclosures: | |||
Income taxes paid, net | 464,526 | 326,002 | 204,685 |
Interest paid | 154,673 | 154,196 | 152,651 |
Non-cash activities: | |||
Contingent consideration payable - financing activities | 16,281 | (7,448) | 5,326 |
Dividends payable - financing activities | 7,028 | 6,285 | 5,978 |
Unsettled common stock repurchase - financing activities | 0 | 6,000 | 0 |
Accrued purchase of land, property and equipment - investing activities | $ 19,595 | $ 30,615 | $ 15,843 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business and Principles of Consolidation. KLA Corporation and its majority-owned subsidiaries (“KLA” or the “Company” and also referred to as “we,” “our,” “us,” or similar references) is a supplier of process equipment, process control equipment, and data analytics products for a broad range of industries, including semiconductors, printed circuit boards (“PCB”) and displays. We provide advanced process control and process-enabling solutions for manufacturing and testing wafers and reticles, integrated circuits (“IC”), packaging, light-emitting diodes, power devices, compound semiconductor devices, microelectromechanical systems (“MEMS”), data storage, PCBs and flat and flexible panel displays, as well as general materials research. We also provide comprehensive support and services across our installed base. Our extensive portfolio of inspection, metrology and data analytics products, and related services, helps IC manufacturers achieve target yield throughout the entire semiconductor fabrication process, from research and development (“R&D”) to final volume production. We develop and sell advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers. We enable electronic device manufacturers to inspect, test and measure PCBs and flat panel displays (“FPD”) and ICs to verify their quality, deposit a pattern of desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces. Our advanced products, coupled with our unique yield management software and services, allow us to deliver the solutions our semiconductor, PCB and display customers need to achieve their productivity goals by significantly reducing their risks and costs and improving their overall profitability and return on investment. Headquartered in Milpitas, California, we have subsidiaries both in the U.S. and in key markets throughout the world. The Consolidated Financial Statements include the accounts of KLA and its majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Comparability. Effective on the first day of fiscal 2022, we adopted an Accounting Standards Update (“ASU”) to simplify the accounting for income taxes in Accounting Standards Codification (“ASC”) 740, Income Taxes (“ASC 740”), on a prospective basis. We also adopted an ASU to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity, on a modified retrospective basis. The adoption of these updates had no material impact on our Consolidated Financial Statements. Effective on the first day of fiscal 2021, we adopted ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”). Prior periods were not retrospectively recast and, accordingly, the Consolidated Balance Sheet as of June 30, 2020 and the Consolidated Statement of Operations for the year ended June 30, 2020 were prepared using accounting standards that were different than those in effect as of and for the years ended June 30, 2022 and 2021. Certain reclassifications have been made to the prior year’s Consolidated Financial Statements to conform to the current year presentation. The reclassifications did not have material effects on the prior year’s Consolidated Balance Sheets, Statements of Operations, Comprehensive Income and Cash Flows. Management Estimates. The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets and liabilities (and related disclosure of contingent assets and liabilities) at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash Equivalents and Marketable Securities . All highly liquid debt instruments with original or remaining maturities of less than three months at the date of purchase are cash equivalents. Marketable securities are generally classified as available-for-sale for use in current operations, if required, and are reported at fair value, with unrealized gains and non-credit related unrealized losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income (loss).” All realized gains and losses are recorded in earnings in the period of occurrence. The specific identification method is used to determine the realized gains and losses on investments. We regularly review the available-for-sale debt securities in an unrealized loss position and evaluate the current expected credit loss by considering available information relevant to the collectability of the security, such as historical experience, market data, issuer-specific factors including credit ratings, default and loss rates of the underlying collateral and structure and credit enhancements, current economic conditions and reasonable and supportable forecasts. There were no credit losses on available-for-sale debt securities recognized in the years ended June 30, 2022, 2021 and 2020. If we do not expect to recover the entire amortized cost of the security, the amount representing credit losses, defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security, is recorded as an allowance for credit losses with an offsetting entry to net income, and the amount that is not credit-related is recognized in other comprehensive income (loss) (“OCI”). If we have the intent to sell the security or it is more likely than not that we will be required to sell the security before recovery of its entire amortized cost basis, we first write off any previously recognized allowance for credit losses with an offsetting entry to the security’s amortized cost basis. If the allowance has been fully written off and fair value is less than amortized cost basis, we write down the amortized cost basis of the security to its fair value with an offsetting entry to net income. Investments in Equity Securities. We hold equity securities in publicly and privately held companies for the promotion of business and strategic objectives. Equity securities in publicly held companies, or marketable equity securities, are measured and recorded at fair value on a recurring basis. Equity securities in privately held companies, or non-marketable equity securities, are accounted for at cost, less impairment, plus or minus observable price changes in orderly transactions for identical or similar securities of the same issuer. Non-marketable equity securities are subject to a periodic impairment review; however, since there are no open-market valuations, the impairment analysis requires significant judgment. This analysis includes assessment of the investee’s financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and the impact of any relevant contractual equity preferences held by us or the others. Non-marketable equity securities are included in “Other non-current assets” on the balance sheet. Realized and unrealized gains and losses resulting from changes in fair value or the sale of our marketable and non-marketable equity securities are recorded in “Other expense (income), net.” Variable Interest Entities. We use a qualitative approach in assessing the consolidation requirement for variable interest entities. The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. In the event we are the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity will be included in our Consolidated Financial Statements. We have concluded that none of our equity investments require consolidation based on our most recent qualitative assessment. Inventories. Inventories are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Demonstration units are stated at their manufacturing cost and written down to their net realizable value. We review and set standard costs semi-annually at current manufacturing costs in order to approximate actual costs. Our manufacturing overhead standards for product costs are calculated assuming full absorption of forecasted spending over projected volumes, adjusted for excess capacity. Abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and spoilage are recognized as current period charges. We write down product inventory based on forecasted demand and technological obsolescence and service spare parts inventory based on forecasted usage. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction, and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Allowance for Credit Losses. A majority of our accounts receivable are derived from sales to large multinational semiconductor and electronics manufacturers throughout the world. We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as selling, general and administrative (“SG&A”) expense in the Consolidated Statements of Income. We assess collectability by reviewing accounts receivable on a collective basis where similar risk characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The allowance for credit losses is reviewed on a quarterly basis to assess the adequacy of the allowance. Our assessment considered the impact of COVID-19 and estimates of expected credit and collectability trends. The credit losses recognized on accounts receivable were not significant as of June 30, 2022 and 2021 . Volatility in market conditions and evolving credit trends are difficult to predict and may cause variability that may have a material impact on our allowance for credit losses in future periods. Property and Equipment. Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation of property and equipment is based on the straight-line method over the estimated useful lives of the assets. The following table sets forth the estimated useful life for various asset categories: Asset Category Range of Useful Lives Buildings 30 to 50 years Leasehold improvements Shorter of 15 years or lease term Machinery and equipment 2 to 10 years Office furniture and fixtures 7 years Construction-in-process assets are not depreciated until the assets are placed in service. Depreciation expense for the fiscal years ended June 30, 2022, 2021 and 2020 was $122.2 million, $111.1 million and $101.4 million, respectively. Leases . Under ASC 842 Leases, a contract is or contains a lease when we have the right to control the use of an identified asset for a period of time. We determine if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for our use. On the commencement date, leases are evaluated for classification and assets and liabilities are recognized based on the present value of lease payments over the lease term. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The right of use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments and any lease incentives. Variable lease payments, consisting primarily of reimbursement of costs incurred by lessors for common area maintenance, real estate taxes and insurance, are not included in the lease liability and are recognized as they are incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to measure ROU assets and lease liabilities. The incremental borrowing rate used by us is based on baseline rates and adjusted by the credit spreads commensurate with our secured borrowing rate, over a similar term. We used the incremental borrowing rate on June 30, 2019 for all leases that commenced on or prior to that date. Operating lease expense is generally recognized on a straight-line basis over the lease term. We have elected the practical expedient to account for the lease and non-lease components as a single lease component for the majority of our asset classes. For leases with a term of one year or less, we have elected not to record the ROU asset or liability. Goodwill, Purchased Intangible Assets and Impairment Assessment. Purchased intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives, which generally range from six months to nine years. The carrying values of our intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Recoverability of finite-lived intangible assets is measured by comparing the carrying value of the asset to the future undiscounted cash flows the asset is expected to generate. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying value of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value. Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. We assess goodwill for impairment annually during our third fiscal quarter or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. We have the option to perform a qualitative assessment prior to necessitating a quantitative impairment test. The former is performed when the fair value of a reporting unit historically has significantly exceeded the carrying value of its net assets and, based on current operations, is expected to continue to do so. In the qualitative assessment, if we determine that it is more likely than not that the fair value of a reporting unit is less than the carrying value, a quantitative test is then performed, which involves comparing the estimated fair value of a reporting unit to its carrying value including goodwill. We determine the fair value of a reporting unit using the income approach which uses discounted cash flow analysis, the market approach when deemed appropriate and the necessary information is available, or a combination of both. If the fair value of a reporting unit is less than its carrying value, a goodwill impairment charge is recorded for the difference. See Note 7 “Goodwill and Purchased Intangible Assets” for additional information. Any further impairment charges could have a material adverse effect on our operating results and net asset value in the quarter and fiscal year in which we recognize the impairment charge. Impairment of Long-Lived Assets. We evaluate the carrying value of our long-lived assets whenever events or changes in business circumstances indicate that the carrying value of the asset may be impaired. An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. Such an impairment charge would be measured as the excess of the carrying value of the asset over its fair value. Concentration of Credit Risk. Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash equivalents, short-term marketable securities, trade accounts receivable and derivative financial instruments used in hedging activities. We invest in a variety of financial instruments, such as, but not limited to, certificates of deposit, corporate debt and municipal securities, U.S. Treasury and Government agency securities, and equity securities and, by policy, we limit the amount of credit exposure with any one financial institution or commercial issuer. We have not experienced any material credit losses on our investments. A majority of our accounts receivable are derived from sales to large multinational semiconductor and electronics manufacturers located throughout the world, with a majority located in Asia. In recent years, our customer base has become increasingly concentrated due to corporate consolidations, acquisitions and business closures, and to the extent that these customers experience liquidity issues in the future, we may be required to reserve for potential credit losses with respect to trade receivables. We perform ongoing credit evaluations of our customers’ financial condition and generally require little to no collateral to secure accounts receivable. We maintain an allowance for potential credit losses based upon expected collectability risk of all accounts receivable. In addition, we may utilize letters of credit (“LC”), credit insurance or non-recourse factoring to mitigate credit risk when considered appropriate. We are exposed to credit loss in the event of non-performance by counterparties on the foreign exchange contracts that we use in hedging activities and in certain factoring transactions. These counterparties are large international financial institutions, and to date no such counterparty has failed to meet its financial obligations to us under such contracts. The following customers each accounted for more than 10% of total revenues, primarily in the Semiconductor Process Control segment, for the indicated periods: Year Ended June 30, 2022 2021 2020 Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Samsung Electronics Co., Ltd. Samsung Electronics Co., Ltd. Samsung Electronics Co., Ltd. The following customers each accounted for more than 10% of net accounts receivable as of the dates indicated below: As of June 30, 2022 2021 Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Foreign Currency. The functional currencies of our foreign subsidiaries are primarily the local currencies, except as described below. Accordingly, all assets and liabilities of these foreign operations are translated to U.S. dollars at current period end exchange rates, and revenues and expenses are translated to U.S. dollars using average exchange rates in effect during the period. The gains and losses from foreign currency translation of these subsidiaries’ financial statements are recorded directly into a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income (loss).” Our manufacturing subsidiaries in Singapore, Israel, Germany, and the United Kingdom use the U.S. dollar as their functional currency. Accordingly, monetary assets and liabilities in non-functional currency of these subsidiaries are remeasured using exchange rates in effect at the end of the period. Revenues and costs in local currency are remeasured using average exchange rates for the period, except for costs related to those balance sheet items that are remeasured using historical exchange rates. The resulting remeasurement gains and losses are included in the Consolidated Statements of Operations as incurred. Derivative Financial Instruments. We use financial instruments, such as foreign exchange contracts including forward and options transactions, to hedge a portion of, but not all, existing and forecasted foreign currency denominated transactions. The purpose of our foreign exchange hedging program is to manage the effect of exchange rate fluctuations on certain foreign currency denominated revenues, costs and eventual cash flows. The effect of exchange rate changes on foreign exchange contracts is expected to offset the effect of exchange rate changes on the underlying hedged items. We also use rate lock agreements to hedge the risk associated with the variability of cash flows due to changes in the benchmark interest rate of the intended debt financing. We believe these financial instruments do not subject us to speculative risk that would otherwise result from changes in currency exchange rates or interest rates. All of our derivative financial instruments are recorded at fair value based upon quoted market prices for comparable instruments adjusted for risk of counterparty non-performance. For derivative instruments designated and qualifying as cash flow hedges of forecasted foreign currency denominated transactions or debt financing expected to occur within 12 to 18 months, the effective portion of the gains or losses is reported in accumulated other comprehensive income (loss) (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. We elected to include time value for the assessment of effectiveness on all forward transactions designated as cash flow hedges. The change in fair value of the derivative is recorded in AOCI until the hedged transaction is recognized in earnings. The assessment of effectiveness of options contracts designated as cash flow hedges excludes time value. The initial value of the component excluded from the assessment of effectiveness is recognized in earnings over the life of the derivative contract. Any differences between change in the fair value of the excluded components and the amounts recognized in earnings are recorded in AOCI. For foreign exchange contracts that are designated and qualify as a net investment hedge in a foreign operation and that meet the effectiveness requirements, the net gains or losses attributable to changes in spot exchange rates are recorded in cumulative translation within AOCI. The remainder of the change in value of such instruments is recorded in earnings using the mark-to-market approach. Recognition in earnings of amounts previously recorded in cumulative translation is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operations. For foreign exchange contracts that are not designated as hedges, gains and losses are recognized in other expense (income), net. We use foreign exchange contracts to hedge certain foreign currency denominated assets or liabilities. The gains and losses on these derivative instruments are largely offset by the changes in the fair value of the assets or liabilities being hedged. Revenue Recognition. We primarily derive revenue from the sale of process control and process-enabling solutions for the semiconductor and related electronics industries, maintenance and support of all these products, installation and training services and the sale of spare parts. Our portfolio includes yield enhancement and production solutions for manufacturing wafers and reticles, ICs, packaging, PCBs and FPDs, as well as comprehensive support and services across our installed base. Our solutions are generally not sold with a right of return, nor have we experienced significant returns from or refunds to our customers. We account for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Our revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes. The revenues are recognized as separate performance obligations that are satisfied by transferring control of the product or service to the customer. Our arrangements with our customers include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. A product or service is considered distinct if it is separately identifiable from other deliverables in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The transaction consideration, including any sales incentives, is allocated between separate performance obligations of an arrangement based on the stand-alone selling price (“SSP”) for each distinct product or service. Management considers a variety of factors to determine the SSP, such as historical stand-alone sales of products and services, discounting strategies and other observable data. From time to time, our contracts are modified to account for additional, or to change existing, performance obligations. Our contract modifications are generally accounted for prospectively. Product Revenue We recognize revenue from product sales at a point in time when we have satisfied our performance obligation by transferring control of the product to the customer. We use judgment to evaluate whether control has transferred by considering several indicators, including whether: • We have a present right to payment; • The customer has legal title; • The customer has physical possession; • The customer has significant risk and rewards of ownership; and • The customer has accepted the product, or whether customer acceptance is considered a formality based on history of acceptance of similar products (for example, when the customer has previously accepted the same tool, with the same specifications, and when we can objectively demonstrate that the tool meets all of the required acceptance criteria, and when the installation of the system is deemed perfunctory). Not all of the indicators need to be met for us to conclude that control has transferred to the customer. In circumstances in which revenue is recognized prior to the product acceptance, the fair value of revenue associated with our performance obligations to install the product is deferred and recognized as revenue at a point in time, once installation is complete. We enter into volume purchase agreements with some of our customers. We adjust the transaction consideration for estimated credits earned by our customers for such incentives. These credits are estimated based upon the forecasted and actual product sales for any given period and agreed incentive rate. The estimate is updated at each reporting period. We offer perpetual and term licenses for software products. The primary difference between perpetual and term licenses is the duration over which the customer can benefit from the use of the software, while the functionality and the features of the software are the same. Software is generally bundled with post-contract customer support (“PCS”), which includes unspecified software updates that are made available throughout the entire term of the arrangement. Revenue from software licenses is recognized at a point in time, when the software is made available to the customer. Revenue from PCS is deferred at contract inception and recognized ratably over the service period, or as services are performed. Services Revenue The majority of product sales include a standard six Additionally, we offer product maintenance and support services, which the customer may purchase separately from the standard and extended warranty offered as part of the initial product sale. Revenue from separately negotiated maintenance and support service contracts is also recognized over time based on the terms of the applicable service period. Revenue from services performed in the absence of a maintenance contract, including training revenue, is recognized when the related services are performed. We also sell spare parts, revenue from which is recognized when control over the spare parts is transferred to the customer. Significant Judgments Our contracts with our customers often include promises to transfer multiple products and services. Each product and service is generally capable of being distinct within the context of the contract and represents a separate performance obligation. Determining the SSP for each distinct performance obligation and allocation of consideration from an arrangement to the individual performance obligations and the appropriate timing of revenue recognition are significant judgments with respect to these arrangements. We typically estimate the SSP of products and services based on observable transactions when the products and services are sold on a stand-alone basis and those prices fall within a reasonable range. We typically have more than one SSP for individual products and services due to the stratification of these products by customers and circumstances. In these instances, we use information such as the size of the customer, geographic region, as well as customization of the products in determining the SSP. In instances where the SSP is not directly observable, we determine the SSP using information that includes market conditions, entity-specific factors, including discounting strategies, information about the customer or class of customer that is reasonably available and other observable inputs. While changes in the allocation of SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which could have a material effect on our financial position and results of operations. Although the products are generally not sold with a right of return, we may provide other credits or sales incentives, which are accounted for either as variable consideration or material right, depending on the specific terms and conditions of the arrangement. These credits and incentives are estimated at contract inception and updated at the end of each reporting period if and when additional information becomes available. As outlined above, we use judgments to evaluate whether or not the customer has obtained control of the product and consider several indicators in evaluating whether or not control has transferred to the customer. Not all of the indicators need to be met for us to conclude that control has transferred to the customer. Contract Assets/Liabilities The timing of revenue recognition, billings and cash collections may result in accounts receivable, contract assets, and contract liabilities (deferred revenue) on our Consolidated Balance Sheets. A receivable is recorded in the period we deliver products or provide services when we have an unconditional right to payment. Contract assets primarily relate to the value of products and services transferred to the customer for which the right to payment is not just dependent on the passage of time. Contract assets are transferred to accounts receivable when rights to payment become unconditional. A contract liability is recognized when we receive payment or have an unconditional right to payment in advance of the satisfaction of performance. The contract liabilities represent (1) deferred product revenue related to the value of products that have been shipped and billed to customers and for which control has not been transferred to the custome |
REVENUE
REVENUE | 12 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Contract Balances The following table represents the opening and closing balances of accounts receivable, contract assets and contract liabilities for the indicated periods. As of As of As of (In thousands, except for percentages) June 30, 2022 June 30, 2021 June 30, 2020 Change in Fiscal 2022 Change in Fiscal 2021 Accounts receivable, net $ 1,811,877 $ 1,305,479 $ 1,107,413 $ 506,398 39 % $ 198,066 18 % Contract assets $ 114,747 $ 91,052 $ 99,876 $ 23,695 26 % $ (8,824) (9) % Contract liabilities $ 1,007,324 $ 667,703 $ 666,055 $ 339,621 51 % $ 1,648 — % Our payment terms and conditions vary by contract type, although terms generally include a requirement of payment of 70% to 90% of total contract consideration within 30 to 60 days of shipment, with the remainder payable within 30 days of acceptance. The change in contract assets during the fiscal year ended June 30, 2022 was mainly due to $96.2 million of revenue recognized for which the payment is subject to conditions other than the passage of time, partially offset by $72.6 million of contract assets reclassified to net accounts receivable as our right to consideration for these contract assets became unconditional. Contract assets are included in other current assets on our Consolidated Balance Sheets. The change in contract liabilities during the fiscal year ended June 30, 2022 was mainly due to the value of products and services billed to customers for which control of the products and services has not transferred to the customers, partially offset by the recognition in revenue of $555.4 million that was included in contract liabilities as of June 30, 2021. The change in contract liabilities during the fiscal year ended June 30, 2021 was mainly due to the value of products and services billed to customers for which control of the products and services has not transferred to the customers, partially offset by the recognition in revenue of $526.1 million that was included in contract liabilities as of June 30, 2020. Contract liabilities are included in current and non-current liabilities on our Consolidated Balance Sheet. Remaining Performance Obligations As of June 30, 2022, we had $13.11 billion of remaining performance obligations, which represents our obligation to deliver products and services, and primarily consists of sales orders where written customer requests have been received. This amount excludes contract liabilities of $1.01 billion as disclosed above. We expect to recognize approximately 40% to 50% of these performance obligations as revenue beyond the next 12 months, but this estimate is subject to constant change depending upon supply chain constraints, customer slot change requests and potential elevated demand levels, which could require even longer lead times. Practical expedients We apply the following practical expedients in accordance with ASC 606, Revenue from Contracts with Customers: • We account for shipping and handling costs as activities to fulfill the promise to transfer goods, instead of a promised service to our customer. • We have elected to not adjust the promised amount of consideration for the effects of a significant financing component as we expect, at contract inception, that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will generally be one year or less. • We have elected to expense costs to obtain a contract as incurred because the expected amortization period is one year or less. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Our financial assets and liabilities are measured and recorded at fair value, except for our debt and certain equity investments in privately held companies. Equity investments without a readily available fair value are accounted for using the measurement alternative. The measurement alternative is calculated as cost minus impairment, if any, plus or minus changes resulting from observable price changes. See Note 8 “Debt” for disclosure of the fair value of our Senior Notes. Our non-financial assets, such as goodwill, intangible assets, and land, property and equipment, are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. Fair Value of Financial Instruments. We have evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. The fair value of our cash equivalents, accounts receivable, accounts payable and other current assets and liabilities approximate their carrying amounts due to the relatively short maturity of these items. Fair Value Hierarchy. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Besides the transfer listed in the table below, there were no other transfers between Level 1, Level 2 and Level 3 fair value measurements during the year ended June 30, 2022. The types of instruments valued based on quoted market prices in active markets included money market funds, certain U.S. Treasury securities and U.S. Government agency securities. Such instruments are generally classified within Level 1 of the fair value hierarchy. The types of instruments valued based on other observable inputs included corporate debt securities, sovereign securities, municipal securities, certain U.S. Treasury securities, and marketable equity securities subject to security specific restrictions. The market inputs used to value these instruments generally consist of market yields, reported trades and broker/dealer quotes. Such instruments are generally classified within Level 2 of the fair value hierarchy. The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants generally are large financial institutions. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy. The fair values of deferred payments and contingent consideration payable, the majority of which were recorded in connection with business combinations, were classified as Level 3 and estimated using significant inputs that were not observable in the market. See Note 6 “Business Combinations and Dispositions” for additional information. Financial assets (excluding cash held in operating accounts and time deposits) and liabilities measured at fair value on a recurring basis as of the date indicated below were presented on our Consolidated Balance Sheets as follows: As of June 30, 2022 (In thousands) Total Quoted Prices Significant Little or No Assets Cash equivalents: Corporate debt securities $ 922 $ — $ 922 $ — Money market funds and other 948,027 948,027 — — U.S. Treasury securities 22,485 — 22,485 — Marketable securities: Corporate debt securities 472,047 — 472,047 — Municipal securities 60,724 — 60,724 — Sovereign securities 5,990 — 5,990 — U.S. Government agency securities 91,116 91,116 — — U.S. Treasury securities 348,026 344,559 3,467 — Equity securities (1) 11,035 11,035 — — Total cash equivalents and marketable securities (2) 1,960,372 1,394,737 565,635 — Other current assets: Derivative assets 40,311 — 40,311 — Other non-current assets: EDSP 224,188 176,928 47,260 — Total financial assets (2) $ 2,224,871 $ 1,571,665 $ 653,206 $ — Liabilities Derivative liabilities $ (34,315) $ — $ (34,315) $ — Deferred payments (2,350) — — (2,350) Contingent consideration payable (23,674) — — (23,674) Total financial liabilities $ (60,339) $ — $ (34,315) $ (26,024) __________________ (1) Transfer from Level 2 to Level 1 as the security specific restriction expired during the first quarter of the fiscal year ending June 30, 2022. (2) Excludes cash of $472.8 million held in operating accounts and time deposits of $274.9 million (of which $140.7 million were cash equivalents) as of June 30, 2022. Financial assets (excluding cash held in operating accounts and time deposits) and liabilities measured at fair value on a recurring basis as of the date indicated below were presented on our Consolidated Balance Sheets as follows: As of June 30, 2021 (In thousands) Total Quoted Prices in Significant Other Little or No Assets Cash equivalents: Money market funds and other $ 691,375 $ 691,375 $ — $ — Marketable securities: Corporate debt securities 468,746 — 468,746 — Municipal securities 70,228 — 70,228 — Sovereign securities 3,052 — 3,052 — U.S. Government agency securities 145,921 145,921 — — U.S. Treasury securities 233,064 205,055 28,009 — Equity securities 29,930 — 29,930 — Total cash equivalents and marketable securities (1) 1,642,316 1,042,351 599,965 — Other current assets: Derivative assets 8,252 — 8,252 — Other non-current assets: EDSP 266,199 200,925 65,274 — Total financial assets (1) $ 1,916,767 $ 1,243,276 $ 673,491 $ — Liabilities Derivative liabilities $ (2,807) $ — $ (2,807) $ — Deferred payments (4,550) — — (4,550) Contingent consideration payable (8,514) — — (8,514) Total financial liabilities $ (15,871) $ — $ (2,807) $ (13,064) __________________ |
FINANCIAL STATEMENT COMPONENTS
FINANCIAL STATEMENT COMPONENTS | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL STATEMENT COMPONENTS | FINANCIAL STATEMENT COMPONENTS Consolidated Balance Sheets As of June 30, (In thousands) 2022 2021 Accounts receivable, net: Accounts receivable, gross $ 1,832,508 $ 1,323,515 Allowance for credit losses (20,631) (18,036) $ 1,811,877 $ 1,305,479 Inventories: Customer service parts $ 402,121 $ 349,743 Raw materials 1,042,916 595,151 Work-in-process 451,782 453,432 Finished goods 250,070 177,054 $ 2,146,889 $ 1,575,380 Other current assets: Deferred costs of revenue $ 124,487 $ 59,953 Contract assets 114,747 91,052 Prepaid expenses 108,942 76,649 Prepaid income and other taxes 89,713 68,847 Other current assets 64,248 24,366 $ 502,137 $ 320,867 Land, property and equipment, net: Land $ 67,846 $ 67,862 Buildings and leasehold improvements 712,751 458,605 Machinery and equipment 819,191 743,710 Office furniture and fixtures 44,957 32,856 Construction-in-process 110,079 182,320 1,754,824 1,485,353 Less: accumulated depreciation (904,895) (822,326) $ 849,929 $ 663,027 Other non-current assets: EDSP $ 224,188 $ 266,199 Operating lease ROU assets 126,444 102,883 Other non-current assets 133,980 75,823 $ 484,612 $ 444,905 Other current liabilities: Customer credits and advances $ 515,118 $ 250,784 Compensation and benefits 351,924 305,445 Other accrued expenses 253,265 180,982 EDSP 225,867 268,028 Income taxes payable 126,964 87,320 Interest payable 39,683 36,135 Operating lease liabilities 32,218 32,322 $ 1,545,039 $ 1,161,016 Other non-current liabilities: Income taxes payable $ 367,052 $ 333,866 Customer credits and advances 204,914 — Operating lease liabilities 81,369 70,739 Pension liabilities 78,525 87,602 Other non-current liabilities 150,782 139,083 $ 882,642 $ 631,290 Accumulated Other Comprehensive Income (Loss) The components of AOCI as of the dates indicated below were as follows: (In thousands) Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities Unrealized Gains (Losses) on Derivatives Unrealized Gains (Losses) on Defined Benefit Plans Total Balance as of June 30, 2022 $ (43,886) $ (15,486) $ 56,836 $ (24,935) $ (27,471) Balance as of June 30, 2021 $ (32,563) $ 595 $ (20,092) $ (23,497) $ (75,557) The effects on net income of amounts reclassified from AOCI to the Consolidated Statements of Operations for the indicated periods were as follows (in thousands): Location in the Consolidated Statements of Operations Year Ended June 30, AOCI Components 2022 2021 2020 Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts Revenues $ 10,688 $ 384 $ 4,086 Costs of revenues and operating expenses (3,762) 551 (1,377) Interest expense (1,007) (1,116) (637) Net gains (losses) reclassified from AOCI $ 5,919 $ (181) $ 2,072 Unrealized gains (losses) on available-for-sale securities Other expense (income), net $ (306) $ 253 $ 297 The amounts reclassified out of AOCI related to our defined benefit pension plans, which were recognized as a component of net periodic cost for the fiscal years ended June 30, 2022, 2021 and 2020 were $1.4 million, $1.2 million and $1.2 million, respectively. For additional details, refer to Note 13 “Employee Benefit Plans.” Consolidated Statements of Operations The following table shows other expense (income), net for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Other expense (income), net: Interest income $ (8,695) $ (8,929) $ (21,646) Foreign exchange losses, net 3,925 5,005 4,236 Net realized losses (gains) on sale of investments 306 (253) (297) Other 9,069 (25,125) 20,385 $ 4,605 $ (29,302) $ 2,678 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES The amortized cost and fair value of marketable securities as of the dates indicated below were as follows: As of June 30, 2022 (In thousands) Amortized Gross Gross Fair Value Corporate debt securities $ 481,881 $ 3 $ (8,915) $ 472,969 Money market funds and other 948,027 — — 948,027 Municipal securities 61,973 — (1,249) 60,724 Sovereign securities 6,041 2 (53) 5,990 U.S. Government agency securities 92,273 26 (1,183) 91,116 U.S. Treasury securities 378,871 18 (8,378) 370,511 Equity securities (1) 3,211 7,824 — 11,035 Subtotal 1,972,277 7,873 (19,778) 1,960,372 Add: Time deposits (2) 274,873 — — 274,873 Less: Cash equivalents 1,112,146 — (1) 1,112,145 Marketable securities $ 1,135,004 $ 7,873 $ (19,777) $ 1,123,100 As of June 30, 2021 (In thousands) Amortized Gross Gross Fair Value Corporate debt securities $ 468,192 $ 689 $ (135) $ 468,746 Money market funds and other 691,375 — — 691,375 Municipal securities 70,155 106 (33) 70,228 Sovereign securities 3,045 7 — 3,052 U.S. Government agency securities 145,810 160 (49) 145,921 U.S. Treasury securities 233,052 129 (117) 233,064 Equity securities (1) 3,211 26,719 — 29,930 Subtotal 1,614,840 27,810 (334) 1,642,316 Add: Time deposits (2) 210,636 — — 210,636 Less: Cash equivalents 793,040 — — 793,040 Marketable securities $ 1,032,436 $ 27,810 $ (334) $ 1,059,912 __________________ (1) Unrealized gains on equity securities included in our portfolio consist of the initial fair value adjustment recorded upon a security becoming marketable. (2) Time deposits excluded from fair value measurements. Our investment portfolio includes both corporate and government securities that have a maximum maturity of three years. The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As yields increase, those securities with a lower yield-at-cost show a mark-to-market unrealized loss. Most of our unrealized losses are due to changes in market interest rates, and bond yields. We believe that we have the ability to realize the full value of all of these investments upon maturity. As of June 30, 2022, we had 547 investments in an unrealized loss position. Our investments that were in a continuous loss position of 12 months or more, as well as the unrealized losses on those investments, were immaterial. The following table summarizes the fair value and gross unrealized losses of our investments that were in an unrealized loss position as of the dates indicated below: As of June 30, 2022 (In thousands) Fair Value Gross Corporate debt securities $ 458,699 $ (8,915) Municipal securities 58,722 (1,249) Sovereign securities 2,963 (53) U.S. Government agency securities 60,285 (1,183) U.S. Treasury securities 336,819 (8,378) Total $ 917,488 $ (19,778) As of June 30, 2021 (In thousands) Fair Value Gross Corporate debt securities $ 161,012 $ (135) Municipal securities 21,605 (33) U.S. Government agency securities 38,904 (49) U.S. Treasury securities 117,761 (117) Total $ 339,282 $ (334) The contractual maturities of securities classified as available-for-sale, regardless of their classification on our Consolidated Balance Sheets, as of the date indicated below were as follows: As of June 30, 2022 (In thousands) Amortized Fair Value Due within one year $ 571,149 $ 573,696 Due after one year through three years 563,855 549,404 $ 1,135,004 $ 1,123,100 |
BUSINESS COMBINATIONS AND DISPO
BUSINESS COMBINATIONS AND DISPOSITIONS | 12 Months Ended |
Jun. 30, 2022 | |
Business Combinations and Dispositions [Abstract] | |
BUSINESS COMBINATIONS AND DISPOSITIONS | BUSINESS COMBINATIONS AND DISPOSITIONS Fiscal 2022 Acquisitions On May 1, 2022, we acquired the outstanding shares of a privately held company for total purchase consideration of $8.6 million, paid in cash. We allocated the purchase price to the tangible and identified intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, and residual goodwill was allocated to the Wafer Inspection and Patterning reporting unit. The goodwill recognized was not deductible for tax purposes. On February 28, 2022, we completed the acquisition of 100% of the outstanding shares of ECI Technology, Inc. (“ECI”), a privately held company, for aggregate purchase consideration of $431.5 million, paid in cash. ECI is a provider of chemical management systems for semiconductor, photovoltaic and PCB industries. KLA acquired ECI to extend and enhance our portfolio of products and services. The aggregate purchase consideration has been preliminarily allocated as follows (in thousands): Total purchase consideration $ 443,176 Less: cash acquired (11,652) Total purchase consideration, net of cash acquired $ 431,524 Allocation Accounts receivable 15,044 Inventory 13,552 Goodwill 271,783 Intangible assets 208,400 Other assets 5,188 Accrued officers' bonus (23,889) Other liabilities (12,759) Deferred tax liabilities (45,795) $ 431,524 The purchase price was allocated to tangible and identified intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition. These estimates and assumptions are subject to change during the measurement period, which is not expected to exceed one year. Any adjustments to our preliminary purchase price allocation identified during the measurement period will be recognized in the period in which the adjustments are determined. The $271.8 million of goodwill was assigned to the Wafer Inspection and Patterning reporting unit, and the amount recognized was not deductible for tax purposes. The goodwill was primarily attributable to the assembled workforce of the acquired company and planned growth in new markets. The estimated fair value and weighted-average useful life of the acquired intangible assets are as follows: (In thousands) Fair Value Weighted-Average Useful Lives Existing technology (1) $ 117,900 8 Customer relationships (2) 52,400 7 Order backlog (3) 35,000 1.5 Trade name/trademark (4) 3,100 3 Total identified intangible assets $ 208,400 _________________ (1) Existing technology was identified from the products of ECI and its fair value was determined using the Relief-from-Royalty method under the income approach, which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted-average cost of capital and weighted-average return on assets. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period. (2) Customer relationships represent the fair value of the existing relationships with ECI’s customers and its fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The economic useful life was determined based on historical customer turnover rates. (3) Order backlog primarily relates to the dollar value of purchase arrangements with customers, effective as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty. ECI’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within 12 months. The fair value was determined using the Multi-Period Excess Earning Method. The economic useful life is based on the time to fulfill the outstanding order backlog obligation. (4) Trade name / trademark primarily relates to ECI’s name. The fair value was determined by applying the Relief-from-Royalty Method under the income approach. The economic useful life was determined based on the expected life of the trade names, trademarks and domain names. We believe the amounts of purchased intangible assets recorded above represent the fair values and approximate the amounts a market participant would pay for these intangible assets as of the acquisition date. On July 1, 2021, we acquired Anchor Semiconductor Inc., a privately held company, primarily to expand our products and services offerings, for a total purchase consideration of $81.7 million, including post-closing working capital adjustments, as well as the fair value of the promise to pay an additional consideration up to $35.0 million contingent on the achievement of certain revenue milestones. As of June 30, 2022, the estimated fair value of the additional consideration was $13.5 million, which was classified as a current liability on the Consolidated Balance Sheet. The total purchase consideration was allocated as follows: $31.7 million to identifiable intangible assets, $26.4 million to net tangible assets, $8.0 million to deferred tax liabilities, and $31.5 million to goodwill. The goodwill was assigned to the Wafer Inspection and Patterning reporting unit, and the amount recognized was not deductible for tax purposes. We have included the financial results of the fiscal 2022 acquisitions in our Consolidated Financial Statements from their respective acquisition dates, and these results were not material to our Consolidated Financial Statements. As of June 30, 2022, we have $23.7 million of contingent consideration recorded for the Anchor acquisition and other acquisitions from the fiscal year ended June 30, 2019, of which $17.2 million is classified as a current liability and $6.5 million as a non-current liability on the Consolidated Balance Sheet. Fiscal 2020 Acquisitions On April 24, 2020, we acquired a product line from a public company for total purchase consideration of $11.4 million, of which $2.2 million was allocated to goodwill. Goodwill recognized was assigned to the Wafer Inspection and Patterning reporting unit, and was deductible for income tax purposes. On August 22, 2019, we acquired the outstanding shares of Qoniac GmbH, a privately held company, primarily to expand our products and services offerings, for a total purchase consideration of $94.0 million inclusive of measurement period adjustments of $0.2 million as well as the fair value of the promise to pay an additional consideration up to $60.0 million contingent on the achievement of certain revenue milestones. As of June 30, 2022, the estimated fair value of the additional consideration was zero. The $54.2 million of goodwill was assigned to the Wafer Inspection and Patterning reporting unit and was not deductible for income tax purposes. We have included the financial results of the fiscal 2020 acquisitions in our Consolidated Financial Statements from their respective acquisition dates, and these results were not material to our Consolidated Financial Statements. Acquisition-related Costs Our acquisition-related costs are primarily included within SG&A expenses in our Consolidated Statements of Operations. We incurred insignificant acquisition-related costs for the fiscal 2022 and fiscal 2020 acquisitions. Assets Held for Sale In the third quarter of fiscal 2022, management committed to a plan to sell Orbograph Ltd. (“Orbograph”), a non-core business engaged in the development and marketing of character recognition solutions to banks, financial and other payment processing institutions and healthcare providers, of which we own approximately 94% as of June 30, 2022. We determined that all of the criteria for held-for-sale accounting were met and, consequently, we designated the net assets and liabilities of Orbograph, which is in our PCB, Display and Component Inspection segment, as held for sale. We expect to complete the sale in the next 12 months. In addition, based on available information, we determined that the carrying value of net assets held for sale did not exceed fair value less costs to sell; therefore, no impairment was recorded in the three months ended June 30, 2022. As of June 30, 2022 the balances of Orbograph's net assets held for sale were as follows (in thousands): Cash $ 2,651 Trade and other receivables, net 14,748 Fixed assets 1,652 Intangible assets 18,588 Goodwill 42,622 Other long-term assets 1,404 Trade and other payables (5,448) Other liabilities (7,338) Minority interest (39) $ 68,840 |
GOODWILL AND PURCHASED INTANGIB
GOODWILL AND PURCHASED INTANGIBLE ASSETS | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND PURCHASED INTANGIBLE ASSETS | GOODWILL AND PURCHASED INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in business combinations. We have four reportable segments and six operating segments. The operating segments are determined to be the same as reporting units. The following table presents goodwill carrying value and the movements by reporting unit during the fiscal years ended June 30, 2022 and 2021 (1) : (In thousands) Wafer Inspection and Patterning Global Service and Support (“GSS”) Specialty Semiconductor Process PCB and Display Component Inspection Total Balance as of June 30, 2020 $ 416,840 $ 25,908 $ 681,858 $ 907,221 $ 13,575 $ 2,045,402 Goodwill disposal from sale of business (2) — — — (34,250) — (34,250) Foreign currency adjustment 20 — — — — 20 Balance as of June 30, 2021 416,860 25,908 681,858 872,971 13,575 2,011,172 Acquired goodwill 308,952 — — — — 308,952 Foreign currency adjustment (75) — — — — (75) Balance as of June 30, 2022 $ 725,737 $ 25,908 $ 681,858 $ 872,971 $ 13,575 $ 2,320,049 _________________ (1) No goodwill was assigned to the Other reporting unit, and accordingly is not disclosed in the table above. (2) Refer to the Non-controlling Interest section of Note 10 “Equity, Long-term Incentive Compensation Plans and Non-Controlling Interest” for more information on the sale of PixCell Medical Technologies Ltd. (“PixCell”). Goodwill is not subject to amortization but is tested for impairment annually during the third fiscal quarter, as well as whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We performed the required annual goodwill impairment tests as of February 28, 2022 and 2021, and concluded that goodwill was not impaired. As a result of our qualitative assessments, we determined that it was not necessary to perform the quantitative assessments at those times. The required annual goodwill impairment tests for our fiscal year ended June 30, 2020 were performed as of February 28, 2020. We completed qualitative assessments for all reporting units and concluded that goodwill was not impaired for the Wafer Inspection and Patterning, Global Service and Support, and Component Inspection reporting units. However, due to the downward revision of the financial outlook for the Specialty Semiconductor Process and PCB and Display reporting units as well as the impact of the elevated risk and macroeconomic slowdown driven by the COVID-19 pandemic, we performed a quantitative goodwill impairment assessment for these two reporting units. As a result of the assessment, we recorded $144.2 million and $112.5 million in impairment charges in the Specialty Semiconductor Process and PCB and Display reporting units, respectively, during the quarter ended March 31, 2020. Goodwill as of June 30, 2022, 2021 and 2020 is net of accumulated impairment losses of $534.2 million, of which $277.6 million was included in the Wafer Inspection and Patterning reporting unit, $144.2 million was included in the Specialty Semiconductor Process reporting unit, and $112.5 million was included in the PCB and Display reporting unit. There have been no significant events or circumstances affecting the valuation of goodwill subsequent to the assessment performed in the third quarter of the fiscal year ended June 30, 2022. The next annual assessment of goodwill by reporting unit is scheduled to be performed in the third quarter of the fiscal year ending June 30, 2023. Purchased Intangible Assets The components of purchased intangible assets as of the dates indicated below were as follows: (In thousands) As of June 30, 2022 As of June 30, 2021 Category Range of Gross Accumulated Net Gross Accumulated Net Existing technology 4-8 $ 1,523,691 $ 668,175 $ 855,516 $ 1,382,612 $ 499,219 $ 883,393 Customer relationships 4-9 366,567 167,819 198,748 305,817 131,386 174,431 Trade name/trademark 4-7 121,083 68,194 52,889 117,383 53,493 63,890 Order backlog and other <1-9 87,836 58,970 28,866 50,403 49,962 441 Intangible assets subject to amortization 2,099,177 963,158 1,136,019 1,856,215 734,060 1,122,155 IPR&D 64,457 6,062 58,395 63,256 100 63,156 Total $ 2,163,634 $ 969,220 $ 1,194,414 $ 1,919,471 $ 734,160 $ 1,185,311 Purchased intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. Impairment indicators primarily include the declines in our operating cash flows from the use of these assets. If impairment indicators are present, we are required to perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to these long-lived assets to their carrying value. As of June 30, 2022 and 2021, there were no impairment indicators for purchased intangible assets. Amortization expense for purchased intangible assets for the periods indicated below was as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Amortization expense - Cost of revenues $ 168,957 $ 156,596 $ 145,823 Amortization expense - SG&A 60,017 49,531 74,532 Amortization expense - R&D 124 125 224 Total $ 229,098 $ 206,252 $ 220,579 Based on the purchased intangible assets’ gross carrying value recorded as of June 30, 2022, the remaining estimated annual amortization expense is expected to be as follows: Fiscal Year Ending June 30: Amortization 2023 $ 260,161 2024 237,723 2025 221,421 2026 205,407 2027 127,861 Thereafter 83,446 Total $ 1,136,019 |
DEBT
DEBT | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table summarizes our debt as of June 30, 2022 and June 30, 2021: As of June 30, 2022 As of June 30, 2021 Amount Effective Amount Effective Fixed-rate 4.650% Senior Notes due on November 1, 2024 $ 1,250,000 4.682 % $ 1,250,000 4.682 % Fixed-rate 5.650% Senior Notes due on November 1, 2034 250,000 5.670 % 250,000 5.670 % Fixed-rate 4.100% Senior Notes due on March 15, 2029 800,000 4.159 % 800,000 4.159 % Fixed-rate 5.000% Senior Notes due on March 15, 2049 400,000 5.047 % 400,000 5.047 % Fixed-rate 3.300% Senior Notes due on March 1, 2050 750,000 3.302 % 750,000 3.302 % Fixed-rate 4.650% Senior Notes due on July 15, 2032 1,000,000 4.657 % — — % Fixed-rate 4.950% Senior Notes due on July 15, 2052 1,200,000 5.009 % — — % Fixed-rate 5.250% Senior Notes due on July 15, 2062 800,000 5.259 % — — % Revolving Credit Facility 275,000 2.258 % — — % Fixed-rate 3.590% Note Payable due on February 20, 2022 — — % 20,000 2.300 % Total 6,725,000 3,470,000 Unamortized discount/premium, net (19,304) (7,168) Unamortized debt issuance costs (44,978) (20,065) Total $ 6,660,718 $ 3,442,767 Reported as: Short-term debt — 20,000 Long-term debt 6,660,718 3,422,767 Total $ 6,660,718 $ 3,442,767 Senior Notes and Debt Redemption: In June 2022, we issued $3.00 billion aggregate principal amount of senior, unsecured notes (the “2022 Senior Notes”) as follows: $1.00 billion of 4.650% senior, unsecured notes due July 15, 2032; $1.20 billion of 4.950% senior, unsecured notes due July 15, 2052; and $800.0 million of 5.250% senior, unsecured notes due July 15, 2062. A portion of the net proceeds of the 2022 Senior Notes are intended to be used to purchase up to a maximum aggregate principal amount of $500.0 million of our 2014 Senior Notes due 2024; refer to Note 21 “Subsequent Events” to our Consolidated Financial Statements for more information on the purchase of a portion of our 2014 Senior Notes due 2024. The remainder of the net proceeds were used for share repurchases and for general corporate purposes. In February 2020, we issued $750.0 million aggregate principal amount of senior, unsecured notes (the “2020 Senior Notes”) and used the proceeds to redeem $500.0 million of our Senior Notes due 2021, including associated redemption premiums, accrued interest and other fees and expenses, to repay borrowings of $200.0 million under the prior Revolving Credit Facility (the “Prior Revolving Credit Facility”), and for other general corporate purposes. The redemption resulted in a pre-tax net loss on extinguishment of debt of $22.5 million for the fiscal year ended June 30, 2020. In March 2019 and November 2014, we issued $1.20 billion and $2.50 billion, respectively (the “2019 Senior Notes” and “2014 Senior Notes,” respectively, and, together with the 2020 Senior Notes and the 2022 Senior Notes, the “Senior Notes”), aggregate principal amount of senior, unsecured notes. In each of November 2017 and October 2019, we repaid $250.0 million of Senior Notes. In February 2020, S&P Global Ratings (“S&P”) upgraded its credit rating of the Company to “BBB+” and revised its outlook to stable, which permanently eliminated interest rate adjustments and the interest rate on the 2014 Senior Notes became fixed. The interest rates for each series of the 2022 Senior Notes, 2020 Senior Notes and 2019 Senior Notes are not subject to credit ratings-based rate adjustments. Since fiscal 2015, we have entered into four sets of forward contracts to lock the benchmark interest rate on portions of our Senior Notes prior to issuance (“Rate Lock Agreements”). Upon issuance of the associated debt, the Rate Lock Agreements were settled and their fair values were recorded within AOCI. The resulting gains and losses from these transactions are amortized to interest expense over the lives of the associated debt. For additional details on the forward contracts, refer to Note 17 “Derivative Instruments and Hedging Activities.” The original discounts on the 2022 Senior Notes, 2020 Senior Notes, the 2019 Senior Notes and the 2014 Senior Notes amounted to $12.8 million, $0.3 million, $6.7 million and $4.0 million, respectively and are being amortized over the life of the debt. Interest is payable as follows: semi-annually on January 15 and July 15 of each year for the 2022 Senior Notes; semi-annually on March 1 and September 1 of each year for the 2020 Senior Notes; semi-annually on March 15 and September 15 of each year for the 2019 Senior Notes; and semi-annually on May 1 and November 1 of each year for the 2014 Senior Notes. The relevant indentures for the Senior Notes (collectively, the “Indenture”) include covenants that limit our ability to grant liens on our facilities and enter into sale and leaseback transactions. In certain circumstances involving a change of control followed by a downgrade of the rating of a series of Senior Notes by at least two of Moody’s Investors Service, S&P and Fitch Inc., unless we have exercised our rights to redeem the Senior Notes of such series, we will be required to make an offer to repurchase all or, at the holder’s option, any part, of each holder’s Senior Notes of that series pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, up to, but not including, the date of repurchase. The fair value of the Senior Notes as of June 30, 2022 and 2021 was $6.39 billion and $3.98 billion, respectively. While the Senior Notes are recorded at cost, the fair value of the long-term debt was determined based on quoted prices in markets that are not active; accordingly, the long-term debt is categorized as Level 2 for purposes of the fair value measurement hierarchy. As of June 30, 2022, we were in compliance with all of our covenants under the Indenture associated with the Senior Notes. Revolving Credit Facility: As of March 31, 2022, we had in place a Credit Agreement (the “Prior Credit Agreement”) providing for a $1.00 billion five-year unsecured Prior Revolving Credit Facility with a maturity date of November 30, 2023. In the fourth quarter of fiscal 2022, we replaced the Prior Credit Agreement and Prior Revolving Credit Facility with a renegotiated Credit Facility (the “Credit Agreement”) and renegotiated unsecured Revolving Credit Facility (the “Revolving Credit Facility”) having a maturity date of June 8, 2027 that allows us to borrow up to $1.50 billion. Subject to the terms of the Credit Agreement, the Revolving Credit Facility may be increased by an amount up to $250.0 million in the aggregate. As of June 30, 2021, we had no aggregate principal amount of borrowings under the Prior Revolving Credit Facility. During the fiscal year ended June 30, 2022, the Company borrowed $600.0 million under the Prior Revolving Credit Facility and made principal payments of $600.0 million. As of June 30, 2022, we had an aggregate principal amount of $275.0 million outstanding under the Revolving Credit Facility, which was borrowed in the fourth quarter of fiscal 2022. We may borrow, repay and reborrow funds under the Revolving Credit Facility until the maturity date, at which time may exercise two one-year extension options with the consent of the lenders. We may prepay outstanding borrowings under the Revolving Credit Facility at any time without a prepayment penalty. Borrowings under the Revolving Credit Facility can be made as Term Secured Overnight Financing (“SOFR”) Loans or Alternate Base Rate (“ABR”) Loans, at the Company's option. In the event that Term SOFR is unavailable, any Term SOFR elections will be converted to Daily Simple SOFR, as long as it is available. Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable Adjusted Term SOFR rate, which is equal to the applicable Term SOFR rate plus 10 bps that shall not be less than zero, plus a spread ranging from 75 bps to 125 bps, as determined by the Company’s credit ratings at the time. Each ABR Loan will bear interest at a rate per annum equal to the ABR plus a spread ranging from 0 bps to 25 bps, as determined by the Company’s credit ratings at the time. We are also obligated to pay an annual commitment fee on the daily undrawn balance of the Revolving Credit Facility, which ranges from 4.5 bps to 12.5 bps, subject to an adjustment in conjunction with changes to our credit rating. The applicable interest rates and commitment fees are also subject to adjustment based on the Company’s performance against certain environmental sustainability key performance indicators related to greenhouse gas emissions and renewable electricity usage. As of June 30, 2022, the all-in interest rate of the $275.0 million outstanding Term SOFR loans reflected the applicable Adjusted Term SOFR plus a spread of 100 bps and the applicable commitment fee on the daily undrawn balance of the Revolving Credit Facility was 9 bps. The Prior Revolving Credit Facility required us to maintain an interest expense coverage ratio as described in the Prior Credit Agreement, on a quarterly basis, covering the trailing four consecutive fiscal quarters, of no less than 3.50 to 1.00. The Revolving Credit Facility removed that requirement. The maximum leverage ratio as described in the Credit Agreement, on a quarterly basis, is 3.50 to 1.00, covering the trailing four consecutive fiscal quarters for each fiscal quarter, which may be increased to 4.00 to 1.00 for a period of time in connection with a material acquisition or a series of material acquisitions. As of June 30, 2022, our maximum allowed leverage ratio was 3.50 to 1.00. We were in compliance with all covenants under the Credit Agreement as of June 30, 2022. Notes Payable: |
LEASES
LEASES | 12 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES We have operating leases for facilities, vehicles and other equipment. Our facility leases are primarily used for administrative functions, R&D, manufacturing, and storage and distribution. Our finance leases are not material. Our existing leases do not contain significant restrictive provisions or residual value guarantees; however, certain leases contain provisions for the payment of maintenance, real estate taxes, or insurance costs by us. Our leases have remaining lease terms ranging from less than one year to 15 years, including periods covered by options to extend the lease when it is reasonably certain that the option will be exercised. Lease expense was $36.6 million, $38.9 million and $35.1 million for the fiscal years ended June 30, 2022, 2021 and 2020, respectively. Expense related to short-term leases, which are not recorded on the Consolidated Balance Sheets, was not material for the fiscal years ended June 30, 2022 and 2021. As of June 30, 2022 and 2021, the weighted-average remaining lease term was 4.8 years and 4.6 years, respectively and the weighted-average discount rate was 2.18% and 1.64%, respectively. Supplemental cash flow information related to leases was as follows: Year Ended June 30, (In thousands) 2022 2021 Operating cash outflows from operating leases $ 37,994 $ 38,118 ROU assets obtained in exchange for new operating lease liabilities $ 55,886 $ 39,292 Maturities of lease liabilities as of June 30, 2022 were as follows: Fiscal Year Ending June 30: Amount 2023 $ 34,305 2024 25,281 2025 19,348 2026 15,436 2027 11,484 2028 and thereafter 14,850 Total lease payments 120,704 Less imputed interest (7,117) Total $ 113,587 As of June 30, 2022, we did not have any material leases that had not yet commenced. |
EQUITY, LONG-TERM INCENTIVE COM
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST | 12 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST | EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST Equity Incentive Program As of June 30, 2022, we were able to issue new equity incentive awards, such as RSUs and stock options, to our employees, consultants and members of our Board of Directors under our 2004 Equity Incentive Plan (the “2004 Plan”) with 9.2 million shares available for issuance. Any 2004 Plan awards of RSUs, performance shares, performance units or deferred stock units are counted against the total number of shares issuable under the 2004 Plan share reserve as two shares for every one share subject thereto. In addition, the plan administrator has the ability to grant “dividend equivalent” rights in connection with awards of RSUs, performance shares, performance units and deferred stock units before they are fully vested. The plan administrator, at its discretion, may grant a right to receive dividends on the aforementioned awards which may be settled in cash or our stock subject to meeting the vesting requirement of the underlying awards. Assumed Equity Plans As of the Orbotech Ltd. (“Orbotech”) Acquisition on February 20, 2019 (“Acquisition Date”), we assumed outstanding equity incentive awards under Orbotech equity incentive plans (the “Assumed Equity Plans”). The awards under the Assumed Equity Plans, previously issued in the form of stock options and RSUs, were generally settled as follows: a) Each award of Orbotech’s stock options and RSUs that was outstanding and vested immediately prior to the Acquisition Date (collectively, the “Vested Equity Awards”) was canceled and terminated and converted into the right to receive the purchase consideration in respect of such Vested Equity Awards as of the Acquisition Date, and in the case of stock options, less the exercise price. b) Each award of Orbotech’s stock options and RSUs that was outstanding and unvested immediately prior to the Acquisition Date was assumed by us (each, an “Assumed Option” and “Assumed RSU,” and collectively the “Assumed Equity Awards”) and converted to stock options and RSUs exercisable for the number of shares of our common stock based on the exchange ratio defined in the acquisition agreement. The Assumed Equity Awards generally retain all of the rights, terms and conditions of the respective plans under which they were originally granted, including the same service-based vesting schedule, applicable thereto. As of the Acquisition Date, the estimated fair value of the Assumed Equity Awards was $55.0 million, of which $13.3 million was recognized as goodwill and the balance of $41.7 million is being recognized as stock-based compensation (“SBC”) expense over the remaining service period of the Assumed Equity Awards. The fair value of the Assumed Equity Awards for services rendered through the Acquisition Date was recognized as a component of the merger consideration, with the remaining fair value related to the post-combination services being recorded as SBC over the remaining vesting period. A total of 14,558 and 518,971 shares of our common stock underlie the Assumed Options and RSUs and had an estimated weighted-average fair value at the Acquisition Date of $53.3 and $104.5 per share, respectively. All Assumed Options were fully exercised as of June 30, 2020. As of June 30, 2022, there were 20,799 shares of our common stock underlying the outstanding Assumed RSUs under the Assumed Equity Plans. Equity Incentive Plans - General Information The following table summarizes the combined activity under our equity incentive plans: (In thousands) Available For Grant (1)(3)(5) Balances as of June 30, 2019 11,613 RSUs granted (2) (1,174) RSUs granted adjustment (4) 103 RSUs canceled 218 Balances as of June 30, 2020 10,760 RSUs granted (2) (761) RSUs granted adjustment (4) 102 RSUs canceled 152 Balances as of June 30, 2021 10,253 RSUs granted (2) (1,152) RSUs granted adjustment (4) 39 RSUs canceled 102 Balances as of June 30, 2022 9,242 __________________ (1) The number of RSUs reflects the application of the award multiplier of 2.0x as described above. (2) Includes RSUs granted to senior management with performance-based vesting criteria (in addition to service-based vesting criteria for any of such RSUs that are deemed to have been earned) (“performance-based RSU”). As of June 30, 2022, it had not yet been determined the extent to which (if at all) the performance-based vesting criteria had been satisfied. Therefore, this line item includes all such performance-based RSUs granted during the fiscal year, reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied (0.2 million shares, 0.2 million shares and 0.4 million shares for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, reflecting the application of the 2.0x multiplier described above). (3) Includes RSUs granted to executive management during the fiscal year ended June 30, 2019 with both a market condition and a service condition (“market-based RSU”). Under the award agreements, the vesting of the market-based RSUs is contingent on achieving total stockholder return (including stock price appreciation and cash dividends) objectives on a per share basis of equal to or greater than 150%, 175% and 200% multiplied by the measurement price of $116.39 during the five-year period ending March 20, 2024. The awards are split into three tranches and, to the extent that total stockholder return targets have been met, one-third of the maximum number of shares available under these awards will vest on each of the third, fourth, and fifth anniversaries of the grant date. As of June 30, 2022, the market conditions were met, resulting in all three tranches being eligible to vest, subject to the service condition. (4) Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the fiscal years ended June 30, 2022, 2021, and 2020. (5) No additional stock options, RSUs or other awards will be granted under the Assumed Equity Plans. The fair value of stock-based awards is measured at the grant date and is recognized as an expense over the employee’s requisite service period. For RSUs granted without “dividend equivalent” rights, fair value is calculated using the closing price of our common stock on the grant date, adjusted to exclude the present value of dividends which are not accrued on those RSUs. The fair value for RSUs granted with “dividend equivalent” rights is determined using the closing price of our common stock on the grant date. The fair value for market-based RSUs is estimated on the grant date using a Monte Carlo simulation model with the following assumptions: expected volatilities ranging from 27.8% to 28.1%, based on a combination of implied volatility from traded options on our common stock and the historical volatility of our common stock; dividend yield ranging from 2.4% to 2.5%, based on our current expectations for our anticipated dividend policy; risk-free interest rate ranging from 2.3% to 2.4%, based on the implied yield available on U.S. Treasury zero-coupon issues with terms equal to the contractual terms of each tranche; and an expected term which takes into consideration the vesting term and the contractual term of the market-based award. The awards are amortized over service periods of three four The following table shows SBC expense for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 SBC expense by: Costs of revenues $ 21,108 $ 17,355 $ 14,680 R&D 27,618 23,337 23,530 SG&A 78,192 71,144 73,171 Total SBC expense $ 126,918 $ 111,836 $ 111,381 SBC capitalized as inventory as of June 30, 2022 and 2021 was $8.6 million and $8.0 million, respectively. Restricted Stock Units The following table shows the activity and weighted-average grant date fair value for RSUs during the fiscal year ended June 30, 2022: Shares (In thousands) (1) Weighted-Average Outstanding RSUs as of June 30, 2021 (2) 1,710 $ 133.76 Granted (2) 576 $ 353.27 Granted adjustments (3) (19) $ 118.47 Vested and released (377) $ 121.36 Withheld for taxes (240) $ 121.36 Forfeited (57) $ 164.11 Outstanding RSUs as of June 30, 2022 (2) 1,593 $ 218.03 __________________ (1) Share numbers reflect actual shares subject to awarded RSUs. Under the terms of the 2004 Plan, the number of shares subject to each award reflected in this number is multiplied by 2.0x to calculate the impact of the award on the share reserve under the 2004 Plan. (2) Includes performance-based RSUs. As of June 30, 2022, it had not yet been determined the extent to which (if at all) the performance-based criteria had been satisfied. Therefore, this line item includes all such RSUs, reported at the maximum possible number of shares (i.e., 0.1 million shares for the fiscal year ended June 30, 2022) that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum. (3) Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the fiscal year ended June 30, 2022. The RSUs granted by us generally vest (a) with respect to awards with only service-based vesting criteria, over periods ranging from two The following table shows the weighted-average grant date fair value per unit for the RSUs granted, vested, and tax benefits realized by us in connection with vested and released RSUs for the indicated periods: (In thousands, except for weighted-average grant date fair value) Year Ended June 30, 2022 2021 2020 Weighted-average grant date fair value per unit $ 353.27 $ 222.86 $ 146.94 Grant date fair value of vested RSUs $ 74,794 $ 80,887 $ 91,812 Tax benefits realized by us in connection with vested and released RSUs $ 23,634 $ 26,416 $ 21,960 As of June 30, 2022, the unrecognized SBC expense balance related to RSUs was $249.0 million, excluding the impact of estimated forfeitures, and will be recognized over a weighted-average remaining contractual term and an estimated weighted-average amortization period of 1.4 years. The intrinsic value of outstanding RSUs as of June 30, 2022 was $508.4 million. Cash LTI Compensation As part of our employee compensation program, we issue Cash LTI awards to many of our employees. Executives and non-employee members of the Board of Directors do not participate in the Cash LTI Plan. During the fiscal years ended June 30, 2022 and 2021, we approved Cash LTI awards of $60.9 million and $136.5 million, respectively. Cash LTI awards issued to employees under the Cash LTI Plan will vest in three or four equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each anniversary of the grant date over a three Employee Stock Purchase Plan Our ESPP provides that eligible employees may contribute up to 15% of their eligible earnings toward the semi-annual purchase of our common stock. The ESPP is qualified under Section 423 of the Internal Revenue Code. The employee’s purchase price is derived from a formula based on the closing price of the common stock on the first day of the offering period versus the closing price on the date of purchase (or, if not a trading day, on the immediately preceding trading day). The offering period (or length of the look-back period) under the ESPP has a duration of six months, and the purchase price with respect to each offering period beginning on or after such date is, until otherwise amended, equal to 85% of the lesser of (i) the fair market value of our common stock at the commencement of the applicable six-month offering period or (ii) the fair market value of our common stock on the purchase date. We estimate the fair value of purchase rights under the ESPP using a Black-Scholes model. The fair value of each purchase right under the ESPP was estimated on the date of grant using the Black-Scholes model and the straight-line attribution approach with the following weighted-average assumptions: Year Ended June 30, 2022 2021 2020 Stock purchase plan: Expected stock price volatility 38.2 % 47.0 % 34.3 % Risk-free interest rate 0.1 % 0.4 % 2.1 % Dividend yield 1.2 % 1.6 % 2.2 % Expected life (in years) 0.50 0.50 0.50 The following table shows total cash received from employees for the issuance of shares under the ESPP, the number of shares purchased by employees through the ESPP, the tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP and the weighted-average fair value per share for the indicated periods: (In thousands, except for weighted-average fair value per share) Year Ended June 30, 2022 2021 2020 Total cash received from employees for the issuance of shares under the ESPP $ 113,015 $ 86,098 $ 74,849 Number of shares purchased by employees through the ESPP 419 431 561 Tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP $ 1,853 $ 1,972 $ 3,237 Weighted-average fair value per share based on Black-Scholes model $ 94.35 $ 59.84 $ 36.61 The ESPP shares are replenished annually on the first day of each fiscal year by virtue of an evergreen provision. The provision allows for share replenishment equal to the lesser of 2.0 million shares or the number of shares which we estimate will be required to be issued under the ESPP during the forthcoming fiscal year. As of June 30, 2022, a total of 2.2 million shares were reserved and available for issuance under the ESPP. Quarterly cash dividends On June 1, 2022, we paid a quarterly cash dividend of $1.05 per share on the outstanding shares of our common stock to stockholders of record as of the close of business on May 16, 2022. The total amount of regular quarterly cash dividends and dividend equivalents paid during the fiscal years ended June 30, 2022 and 2021 was $638.5 million and $559.4 million, respectively. The amount of accrued dividend equivalents payable related to unvested RSUs with dividend equivalent rights was $11.2 million and $10.3 million as of June 30, 2022 and 2021, respectively. These amounts will be paid upon vesting of the underlying RSUs. Refer to Note 21 “Subsequent Events” to the Consolidated Financial Statements for additional information regarding the declaration of our quarterly cash dividend announced subsequent to June 30, 2022. Non-controlling Interests We have consolidated the results of Orbograph, in which we own approximately 94% of the outstanding equity interest. Orbograph is engaged in the development and marketing of character recognition solutions to banks, financial and other payment processing institutions and healthcare providers. For information regarding our plan to sell Orbograph, refer to Note 6 “Business Combinations and Dispositions.” During the fourth quarter of fiscal 2020, we entered into an Asset Purchase Agreement to sell certain core assets of Orbotech LT Solar, LLC (“OLTS”), which was engaged in the research, development and marketing of products for the deposition of thin film coating of various materials on crystalline silicon photovoltaic wafers for solar energy panels through plasma-enhanced chemical vapor deposition. The sale was completed in the first quarter of fiscal 2021 and the proceeds were not material. We consolidate the results of OLTS, which is considered a non-strategic business, of which we own 97% of the outstanding equity interest as of June 30, 2022. In December 2020, we entered into a Share Purchase Agreement to sell our entire interest in PixCell, an Israeli company that is engaged in the development, marketing and sales of diagnostic equipment for point-of-care hematology applications, to a South Korean company. The sale was completed in February 2021 for total consideration of $20.2 million. We recognized a $4.4 million gain from the sale, which was recorded as part of other expense (income), net. Prior to the sale, we owned approximately 52% of PixCell’s outstanding equity interests. |
STOCK REPURCHASE PROGRAM
STOCK REPURCHASE PROGRAM | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCK REPURCAHSE PROGRAM | STOCK REPURCHASE PROGRAM Our Board of Directors has authorized a program that permits us to repurchase our common stock, including increases in the authorized repurchase amount of $2.00 billion in the first quarter of fiscal 2022 and $6.00 billion in the fourth quarter of fiscal 2022. The stock repurchase program has no expiration date and may be suspended at any time. The intent of the program is, in part, to mitigate the potential dilutive impact related to our equity incentive plans and shares issued in connection with our ESPP as well as to return excess cash to our stockholders. Any and all share repurchase transactions are subject to market conditions and applicable legal requirements. On June 23, 2022, the Company executed accelerated share repurchase agreements (“ASR Agreements”) with two financial institutions to repurchase shares of our common stock in exchange for an upfront payment of $3.00 billion. The Company received initial deliveries totaling approximately 6.5 million shares in the fourth quarter of fiscal 2022, which represented 70% of the prepayment amount at the then prevailing market price of the Company's shares of stock. The initial shares delivered were retired immediately upon settlement and treated as repurchases of the Company's common stock for purposes of earnings per share calculations. The value of the shares yet to be delivered to the Company for the remainder of the upfront payment of $0.90 billion was recorded as an unsettled forward contract, classified within stockholders’ equity. The delivery of any remaining shares would occur at the final settlement of the transactions under the ASR Agreements, which is scheduled for the second quarter of fiscal 2023, subject to earlier termination under certain limited circumstances, as set forth in the ASR Agreements. The total number of shares received under the ASR Agreements will be based on the volume-weighted average prices of the Company's stock during the term of the ASR Agreements, less an agreed-upon discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. Under the authoritative guidance, share repurchases are recognized as a reduction to retained earnings to the extent available, with any excess recognized as a reduction of capital in excess of par value. As of June 30, 2022, an aggregate of approximately $3.23 billion was available for repurchase under our stock repurchase program. Share repurchase transactions for the indicated periods (based on the trade date of the applicable repurchase), excluding the $0.90 billion portion of the ASR upfront payment that was recorded as an unsettled forward contract in fiscal 2022, were as follows: (In thousands) Year Ended June 30, 2022 2021 2020 Number of shares of common stock repurchased 11,768 3,658 5,327 Total cost of repurchases $ 3,962,267 $ 944,607 $ 821,083 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE Basic net income per share is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by using the weighted-average number of common shares outstanding during the period, increased to include the number of additional shares of common stock that would have been outstanding if the shares of common stock underlying our outstanding dilutive RSUs had been issued. The dilutive effect of outstanding RSUs is reflected in diluted net income per share by application of the treasury stock method. In addition, the shares delivered under the ASR Agreements discussed in Note 11 “Stock Repurchase Program” resulted in a reduction of outstanding shares used to determine our weighted-average common shares outstanding for purposes of calculating basic and diluted earnings per share. The following table sets forth the computation of basic and diluted net income per share attributable to KLA: (In thousands, except per share amounts) Year Ended June 30, 2022 2021 2020 Numerator: Net income attributable to KLA $ 3,321,807 $ 2,078,292 $ 1,216,785 Denominator: Weighted-average shares-basic, excluding unvested RSUs 150,494 154,086 156,797 Effect of dilutive RSUs and options 1,061 1,351 1,208 Weighted-average shares-diluted 151,555 155,437 158,005 Basic net income per share attributable to KLA $ 22.07 $ 13.49 $ 7.76 Diluted net income per share attributable to KLA $ 21.92 $ 13.37 $ 7.70 Anti-dilutive securities excluded from the computation of diluted net income per share 7 11 22 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS We have a profit sharing program for eligible employees, which distributes a percentage of our pre-tax profits on a quarterly basis. In addition, we have an employee savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Since January 1, 2019, the employer match is the greater of 50% of the first $8,000 of an eligible employee’s contributions or 50% of the first 5% of eligible compensation contributed plus 25% of the next 5% of compensation contributed. The total expenses under the profit sharing and 401(k) programs aggregated $33.3 million, $27.0 million, and $24.6 million in the fiscal years ended June 30, 2022, 2021 and 2020, respectively. We have no defined benefit plans in the U.S. In addition to the profit sharing plan and the U.S. 401(k), several of our foreign subsidiaries have retirement plans for their full-time employees, several of which are defined benefit plans. Consistent with the requirements of local law, our deposited funds for certain of these plans are held with insurance companies, with third-party trustees or in government-managed accounts. The assumptions used in calculating the obligation for the foreign plans depend on the local economic environment. We apply authoritative guidance that requires an employer to recognize the funded status of each of our defined benefit pension and post-retirement benefit plans as a net asset or liability on its balance sheets. Additionally, the authoritative guidance requires an employer to measure the funded status of each of its plans as of the date of its year-end statement of financial position. The benefit obligations and related assets under our plans have been measured as of June 30, 2022 and 2021. Summary data relating to our foreign defined benefit pension plans, including key weighted-average assumptions used, is provided in the following tables: Year Ended June 30, (In thousands) 2022 2021 Change in projected benefit obligation: Projected benefit obligation as of the beginning of the fiscal year $ 134,305 $ 119,870 Service cost 5,054 4,649 Interest cost 1,003 1,187 Contributions by plan participants 78 72 Actuarial loss 3,029 7,912 Benefit payments (2,164) (2,629) Plan amendment impact 670 — Settlements impact (1,010) — Foreign currency exchange rate changes and others, net (16,380) 3,244 Projected benefit obligation as of the end of the fiscal year $ 124,585 $ 134,305 Year Ended June 30, (In thousands) 2022 2021 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the fiscal year $ 44,726 $ 37,928 Actual return on plan assets (1,087) 1,074 Employer contributions 6,955 6,103 Benefit and expense payments (2,160) (2,626) Settlements impact (1,010) — Foreign currency exchange rate changes and others, net (3,831) 2,247 Fair value of plan assets as of the end of the fiscal year $ 43,593 $ 44,726 As of June 30, (In thousands) 2022 2021 Underfunded status $ 80,992 $ 89,579 As of June 30, (In thousands) 2022 2021 Plans with accumulated benefit obligations in excess of plan assets: Accumulated benefit obligation $ 77,697 $ 81,924 Projected benefit obligation $ 124,585 $ 134,305 Plan assets at fair value $ 43,593 $ 44,726 Year Ended June 30, 2022 2021 2020 Weighted-average assumptions (1) : Discount rate 0.9% - 3.0% 0.5% - 1.7% 0.6% - 1.7% Expected rate of return on assets 0.9% - 3.0% 0.6% - 2.9% 0.8% - 2.9% Rate of compensation increases 2.3% - 5.0% 2.3% - 5.0% 1.8% - 4.5% __________________ (1) Represents the weighted-average assumptions used to determine the benefit obligation. The assumptions for expected rate of return on assets were developed by considering the historical returns and expectations of future returns relevant to the country in which each plan is in effect and the investments applicable to the corresponding plan. The discount rate for each plan was derived by reference to appropriate benchmark yields on high quality corporate bonds, allowing for the approximate duration of both plan obligations and the relevant benchmark index. The following table presents losses recognized in AOCI before tax related to our foreign defined benefit pension plans: As of June 30, (In thousands) 2022 2021 Unrecognized prior service cost $ 12,414 $ — Unrealized net loss 19,400 30,375 Amount of losses recognized $ 31,814 $ 30,375 The components of our net periodic cost relating to our foreign subsidiaries’ defined benefit pension plans are as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Components of net periodic pension cost: Service cost (1) $ 5,054 $ 4,649 $ 4,823 Interest cost 1,003 1,187 1,086 Return on plan assets (528) (549) (475) Amortization of prior service cost 671 — 3 Amortization of net loss 1,406 1,071 1,214 Loss due to settlement/curtailment 38 130 — Foreign currency exchange rate changes (19) — — Net periodic pension cost $ 7,625 $ 6,488 $ 6,651 __________________ (1) Service cost is reported in cost of revenues, R&D and SG&A expenses. All other components of net periodic pension cost are reported in other expense (income), net in the Consolidated Statements of Operations. Fair Value of Plan Assets Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs used to measure fair value of plan assets are described in Note 3 “Fair Value Measurements.” The foreign plans’ investments are managed by third-party trustees consistent with the regulations or market practice of the country where the assets are invested. We are not actively involved in the investment strategy, nor do we have control over the target allocation of these investments. These investments made up 100% of total foreign plan assets in the fiscal years ended June 30, 2022 and 2021. The expected aggregate employer contribution for the foreign plans during the fiscal year ending June 30, 2023 is $7.8 million. The total benefits to be paid from the foreign pension plans are not expected to exceed $6.6 million in any year through the fiscal year ending June 30, 2032. Foreign plan assets measured at fair value on a recurring basis consisted of the following investment categories as of June 30, 2022 and 2021, respectively: As of June 30, 2022 (In thousands) Total Quoted Prices in Significant Other Cash and cash equivalents $ 27,543 $ 27,543 $ — Bonds, equity securities and other investments 16,050 — 16,050 Total assets measured at fair value $ 43,593 $ 27,543 $ 16,050 As of June 30, 2021 (In thousands) Total Quoted Prices in Significant Other Cash and cash equivalents $ 25,458 $ 25,458 $ — Bonds, equity securities and other investments 19,268 — 19,268 Total assets measured at fair value $ 44,726 $ 25,458 $ 19,268 Concentration of Risk We manage a variety of risks, including market, credit and liquidity risks, across our plan assets through our investment managers. We define a concentration of risk as an undiversified exposure to one of the above-mentioned risks that increases the exposure of the loss of plan assets unnecessarily. We monitor exposure to such risks in the foreign plans by monitoring the magnitude of the risk in each plan and diversifying our exposure to such risks across a variety of instruments, markets and counterparties. As of June 30, 2022, we did not have concentrations of plan asset investment risk in any single entity, manager, counterparty, sector, industry or country. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income before income taxes were as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Domestic income before income taxes $ 1,909,699 $ 1,251,820 $ 752,844 Foreign income before income taxes 1,579,538 1,108,634 563,867 Total income before income taxes $ 3,489,237 $ 2,360,454 $ 1,316,711 The provision for income taxes was comprised of the following: (In thousands) Year Ended June 30, 2022 2021 2020 Current: Federal $ 341,614 $ 201,413 $ 108,136 State 14,149 6,164 518 Foreign 165,194 121,146 86,374 520,957 328,723 195,028 Deferred: Federal 11,564 (31,989) (26,743) State (311) (1,155) (1,174) Foreign (365,033) (12,478) (65,425) (353,780) (45,622) (93,342) Provision for income taxes $ 167,177 $ 283,101 $ 101,686 The significant components of deferred income tax assets and liabilities were as follows: (In thousands) As of June 30, 2022 2021 Deferred tax assets: Tax credits and net operating losses $ 268,416 $ 237,480 Inventory reserves 86,059 81,224 Employee benefits accrual 78,021 82,055 Non-deductible reserves 53,426 36,267 Unearned revenue 11,843 15,712 SBC 9,864 7,284 Depreciation and amortization 1,760 — Unrealized loss on investments — 5,384 Other 56,911 54,615 Gross deferred tax assets 566,300 520,021 Valuation allowance (244,429) (204,433) Net deferred tax assets $ 321,871 $ 315,588 Deferred tax liabilities: Unremitted earnings of foreign subsidiaries not indefinitely reinvested $ (358,374) $ (278,014) Deferred profit (30,268) (10,044) Unrealized gain on investments (12,993) — Depreciation and amortization — (407,692) Total deferred tax liabilities (401,635) (695,750) Total net deferred tax liabilities $ (79,764) $ (380,162) As of June 30, 2022, we, excluding Orbotech, had U.S. federal, state and foreign net operating loss (“NOL”) carry-forwards of approximately $11 million, $12 million and $14 million, respectively. Orbotech had U.S. federal, state, and foreign NOLs of approximately $24 million, $13 million and $219 million, respectively. Orbotech also had capital loss carry-forwards of approximately $35 million as of June 30, 2022. The U.S. federal NOL carry-forwards will expire at various dates beginning in 2023 through 2033. The utilization of NOLs created by acquired companies is subject to annual limitations under Section 382 of the Internal Revenue Code. However, it is not expected that such annual limitation will significantly impair the realization of these NOLs. The state NOLs began to expire in 2022. Foreign NOLs and capital loss carry-forwards will be carried forward indefinitely. State credits of $301.0 million for us, including Orbotech, will also be carried forward indefinitely. The net deferred tax asset valuation allowance was $244.4 million and $204.4 million as of June 30, 2022 and June 30, 2021, respectively. The change was primarily due to an increase in the valuation allowance related to U.S. federal and state credit carry-forwards generated in the fiscal year ended June 30, 2022. The valuation allowance is based on our assessment that it is more likely than not that certain deferred tax assets will not be realized in the foreseeable future. Of the valuation allowance as of June 30, 2022, $231.2 million was related to federal and state credit carry-forwards. The remainder of the valuation allowance was related to state and foreign NOL carry-forwards. As of June 30, 2022, we intend to indefinitely reinvest $185.9 million of cumulative undistributed earnings held by certain non-U.S. subsidiaries. If these undistributed earnings were repatriated to the U.S., the potential deferred tax liability associated with the undistributed earnings would be approximately $39 million. We benefit from tax holidays in Singapore where we manufacture certain of our products. These tax holidays are on approved investments and are scheduled to expire in six The reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate was as follows: Year ended June 30, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % GILTI 2.0 % 2.6 % 3.0 % Net change in tax reserves 2.0 % (1.1) % 1.5 % State income taxes, net of federal benefit 0.3 % 0.2 % 0.2 % Tax rate change on deferred tax liability on purchased intangibles — % 1.7 % — % Non-deductible impairment of goodwill — % — % 4.1 % Effect of SBC (0.2) % (0.3) % (0.3) % R&D tax credit (1.1) % (1.1) % (1.8) % Foreign derived intangible income (4.0) % (4.3) % (5.0) % Effect of foreign operations taxed at various rates (4.2) % (6.6) % (12.1) % Restructuring (11.2) % — % (2.6) % Other 0.2 % (0.1) % (0.3) % Effective income tax rate 4.8 % 12.0 % 7.7 % A reconciliation of gross unrecognized tax benefits was as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Unrecognized tax benefits at the beginning of the year $ 149,642 $ 172,443 $ 146,426 Increases for tax positions taken in current year 49,311 31,113 34,278 Increases for tax positions taken in prior years 20,917 6,557 6,826 Decreases for settlements with taxing authorities — (28,651) — Decreases for tax positions taken in prior years (267) (19,360) (518) Decreases for lapsing of statutes of limitations (1,676) (12,460) (14,569) Unrecognized tax benefits at the end of the year $ 217,927 $ 149,642 $ 172,443 The amounts of unrecognized tax benefits that would impact the effective tax rate were $205.0 million, $137.8 million and $161.5 million as of June 30, 2022, 2021 and 2020, respectively. The amounts of interest and penalties recognized during the years ended June 30, 2022, 2021 and 2020 were expenses of $11.5 million, $2.8 million and $4.6 million, respectively. Our policy is to include interest and penalties related to unrecognized tax benefits within other expense (income), net. The amounts of interest and penalties accrued as of June 30, 2022 and 2021 were approximately $52 million and $42 million, respectively. In the normal course of business, we are subject to examination by tax authorities throughout the world. We are subject to U.S. federal income tax examinations for all years beginning from the fiscal year ended June 30, 2018 and are under U.S. federal income tax examination for the fiscal years ended June 30, 2018, 2019 and 2020. We are subject to state income tax examinations for all years beginning from the fiscal year ended June 30, 2018. We are also subject to examinations in other major foreign jurisdictions, including Singapore and Israel, for all years beginning from the calendar year ended December 31, 2012. We are under audit in Germany related to Orbotech for the years ended December 31, 2013 to December 31, 2015. In May 2017, Orbotech received an assessment from the Israel Tax Authority (“ITA”) with respect to its fiscal years 2012 through 2014 (the “Assessment”), for an aggregate amount of tax, after offsetting all NOLs available through the end of 2014, of approximately NIS 229 million (equivalent to approximately $66 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Tax Decrees, as defined below). On August 31, 2018, Orbotech filed an objection in respect of the Assessment (the “Objection”). The ITA completed the second stage of the audit, in which the claims Orbotech raised in the Objection were examined by different personnel at the ITA. In addition, the ITA examined additional items during this second stage of the audit. As Orbotech and the ITA did not reach an agreement during the second stage, the ITA issued Tax Decrees to Orbotech on August 28, 2019 (“Tax Decrees”) for an aggregate amount of tax, after offsetting all NOLs available through the end of 2014, of approximately NIS 257 million (equivalent to approximately $73 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Tax Decrees). These Tax Decrees replaced the Assessment. We believe that our recorded unrecognized tax benefits are sufficient to cover the resolution of these Tax Decrees. Orbotech filed a notice of appeal with respect to the above Tax Decrees with the District Court of Tel Aviv on September 26, 2019. On February 27, 2020 the ITA filed its arguments in support of the Tax Decrees. Orbotech filed the grounds of appeal with respect to the above Tax Decrees on July 30, 2020. We are currently in the pre-trial hearing stage of the process. The ITA and Orbotech are continuing discussions in an effort to resolve this matter in a mutually agreeable manner. In connection with the above, there was an ongoing criminal investigation in Israel against Orbotech, certain of its employees and a tax consultant. On April 11, 2018, Orbotech received a “suspect notification letter” (dated March 28, 2018) from the Tel Aviv District Attorney’s Office (Fiscal and Financial). In the letter, it was noted that the investigation file was transferred from the Assessment Investigation Officer to the District Attorney’s Office. The letter further stated that the District Attorney’s Office had not yet made a decision regarding submission of an indictment against Orbotech; and that if after studying the case, a decision is made to consider prosecuting Orbotech, Orbotech will receive an additional letter, and within 30 days, Orbotech may present its arguments to the District Attorney’s Office as to why it should not be indicted. On October 27, 2019, we received a request for additional information from the District Attorney’s Office. On March 23, 2022, Orbotech received a letter from the Assessment Investigation Officer that the investigation was closed due to lack of evidence. In addition, the Orbotech employees and its tax consultant also received letters in March 2022 noting the investigation against them had been closed. In December 2020, Orbotech received an assessment from the ITA with respect to its fiscal years 2015 through 2018 (the “Second Assessment”), for an aggregate amount of tax, after offsetting all NOLs available through the end of 2018, of approximately NIS 227 million (equivalent to approximately $68 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Second Assessment). We filed an objection to the Second Assessment with the ITA in March 2021. The objection moved the 2015-2018 audit to the second stage, in which the ITA reviews the objections. The ITA has completed the second stage review for 2015 and 2016 of the Second Assessment and issued Tax Decrees to Orbotech on March 3, 2022 for 2015-2016 in the amount of approximately NIS 63 million (equivalent to approximately $19 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Tax Decrees). These Tax Decrees replaced the Second Assessment for 2015 and 2016. The second stage review for 2017 and 2018 has not been completed. The Second Assessment for 2017 and 2018 remains at approximately NIS 114 million (equivalent to approximately $34 million which includes related interest and linkage differentials to the Israeli consumer price index as of the date of the issuance of the Second Assessment). We believe that our recorded unrecognized tax benefits are sufficient to cover the resolution of the Second Assessment. We believe that we may recognize up to $1.3 million of our existing unrecognized tax benefits within the next 12 months as a result of the lapse of statutes of limitations. It is possible that certain income tax examinations may be concluded in the next 12 months. Given the uncertainty around the timing of the resolution of these ongoing examinations, we are unable to estimate the full range of possible adjustments to our unrecognized tax benefits within the next 12 months. |
LITIGATION AND OTHER LEGAL MATT
LITIGATION AND OTHER LEGAL MATTERS | 12 Months Ended |
Jun. 30, 2022 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
LITIGATION AND OTHER LEGAL MATTERS | LITIGATION AND OTHER LEGAL MATTERSWe are named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of our business. Actions filed against us include commercial, intellectual property, customer, and labor and employment related claims, including complaints of alleged wrongful termination and potential class action lawsuits regarding alleged violations of federal and state wage and hour and other laws. In general, legal proceedings and claims, regardless of their merit, and associated internal investigations (especially those relating to intellectual property or confidential information disputes) are often expensive to prosecute, defend or conduct and may divert management’s attention and other company resources. Moreover, the results of legal proceedings are difficult to predict, and the costs incurred in litigation can be substantial, regardless of outcome. We believe the amounts provided in our Consolidated Financial Statements are adequate in light of the probable and estimated liabilities. However, because such matters are subject to many uncertainties and the ultimate outcomes are not predictable, there can be no assurances that the actual amounts required to satisfy alleged liabilities from the matters described above will not exceed the amounts reflected in our Consolidated Financial Statements or will not have a material adverse effect on our results of operations, financial condition or cash flows. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Factoring. We have agreements (referred to as “factoring agreements”) with financial institutions to sell certain of our trade receivables and promissory notes from customers without recourse. We do not believe we are at risk for any material losses as a result of these agreements. In addition, we periodically sell certain LC, without recourse, received from customers in payment for goods and services. The following table shows total receivables sold under factoring agreements and proceeds from sales of LC for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Receivables sold under factoring agreements $ 250,983 $ 305,565 $ 293,006 Proceeds from sales of LC $ 151,924 $ 133,679 $ 59,036 Factoring and LC fees for the sale of certain trade receivables were recorded in other expense (income), net and were not material for the periods presented. Purchase Commitments. We maintain commitments to purchase inventory from our suppliers as well as goods, services, and other assets in the ordinary course of business. Our liability under these purchase commitments is generally restricted to a forecasted time-horizon as mutually agreed between the parties. This forecasted time-horizon can vary among different suppliers. Our estimate of our significant purchase commitments primarily for material, services, supplies and asset purchases is $3.75 billion as of June 30, 2022, a majority of which will be due within the next 12 months. Actual expenditures will vary based upon the volume of the transactions and length of contractual service provided. In addition, the amounts paid under these arrangements may be less in the event that the arrangements are renegotiated or canceled. Certain agreements provide for potential cancellation penalties. Cash LTI Plan. As of June 30, 2022, we have committed $198.8 million for future payment obligations under our Cash LTI Plan. The calculation of compensation expense related to the Cash LTI Plan includes estimated forfeiture rate assumptions. Cash LTI awards issued to employees under the Cash LTI Plan vest in three or four equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each anniversary of the grant date over a three Guarantees and Contingencies. We maintain guarantee arrangements available through various financial institutions for up to $92.1 million, of which $59.6 million had been issued as of June 30, 2022, primarily to fund guarantees to customs authorities for value-added tax and other operating requirements of our consolidated subsidiaries in Europe, Israel and Asia. Indemnification Obligations. Subject to certain limitations, we are obligated to indemnify our current and former directors, officers and employees with respect to certain litigation matters and investigations that arise in connection with their service to us. These obligations arise under the terms of our certificate of incorporation, its bylaws, applicable contracts, and Delaware and California law. The obligation to indemnify generally means that we are required to pay or reimburse the individuals’ reasonable legal expenses and possibly damages and other liabilities incurred by several of our current and former directors, officers and employees in connection with these matters. For example, we have paid or reimbursed legal expenses incurred in connection with the investigation of our historical stock option practices and the related litigation and government inquiries. Although the maximum potential amount of future payments we could be required to make under the indemnification obligations generally described in this paragraph is theoretically unlimited, we believe the fair value of this liability, to the extent estimable, is appropriately considered within the reserve we have established for currently pending legal proceedings. We are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which we customarily agree to hold the other party harmless against losses arising therefrom, or provide customers with other remedies to protect against, bodily injury or damage to personal property caused by our products, non-compliance with our product performance specifications, infringement by our products of third-party intellectual property rights and a breach of warranties, representations and covenants related to matters such as title to assets sold, validity of certain intellectual property rights, non-infringement of third-party rights, and certain income tax-related matters. In each of these circumstances, payment by us is typically subject to the other party making a claim to and cooperating with us pursuant to the procedures specified in the particular contract. This usually allows us to challenge the other party’s claims or, in case of breach of intellectual property representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, our obligations under these agreements may be limited in terms of amounts, activity (typically at our option to replace or correct the products or terminate the agreement with a refund to the other party), and duration. In some instances, we may have recourse against third parties and/or insurance covering certain payments made by us. In addition, we may in limited circumstances enter into agreements that contain customer-specific commitments on pricing, tool reliability, spare parts stocking levels, response time and other commitments. Furthermore, we may give these customers limited audit or inspection rights to enable them to confirm that we are complying with these commitments. If a customer elects to exercise its audit or inspection rights, we may be required to expend significant resources to support the audit or inspection, as well as to defend or settle any dispute with a customer that could potentially arise out of such audit or inspection. To date, we have made no significant accruals in our Consolidated Financial Statements for this contingency. While we have not in the past incurred significant expenses for resolving disputes regarding these types of commitments, we cannot make any assurance that it will not incur any such liabilities in the future. It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material effect on our business, financial condition, results of operations or cash flows. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 12 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The authoritative guidance requires companies to recognize all derivative instruments, including foreign exchange contracts and rate lock agreements (collectively “derivatives”) as either assets or liabilities at fair value on the Consolidated Balance Sheets. In accordance with the accounting guidance, we designate foreign currency forward transactions and options contracts and interest rate forward transactions as cash flow hedges. In accordance with the accounting guidance, we also designate certain foreign currency exchange contracts as net investment hedge transactions intended to mitigate the variability of the value of certain investments in foreign subsidiaries. Our foreign subsidiaries operate and sell our products in various global markets. As a result, we are exposed to risks relating to changes in foreign currency exchange rates. We utilize foreign exchange contracts to hedge against future movements in foreign currency exchange rates that affect certain existing and forecasted foreign currency denominated sales and purchase transactions, such as the Japanese yen, the euro, the pound sterling and the Israeli new shekel. We routinely hedge our exposures to certain foreign currencies with various financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations. These foreign exchange contracts, designated as cash flow hedges, generally have maturities of less than 18 months. Cash flow hedges are evaluated for effectiveness monthly, based on changes in total fair value of the derivatives. If a financial counterparty to any of our hedging arrangements experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material losses. Since fiscal 2015, we have entered into four sets of Rate Lock Agreements to hedge the benchmark interest rate on portions of our Senior Notes prior to issuance. Upon issuance of the associated debt, the Rate Lock Agreements were settled and their fair values were recorded within AOCI. The resulting gains and losses from these transactions are amortized to interest expense over the lives of the associated debt. We recognized a net expense of $1.0 million, $1.1 million and $0.6 million for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, for the amortization of the net of the four sets of Rate Lock Agreements that had been recognized in AOCI, which increased the interest expense on a net basis. As of June 30, 2022, the aggregate unamortized portion of the fair value of the Rate Lock Agreements was a $54.8 million net gain. For derivatives that are designated and qualify as cash flow hedges, the effective portion of the gains or losses is reported in AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For derivative contracts executed after adopting the new accounting guidance in fiscal 2019, the election to include time value for the assessment of effectiveness is made on all forward contracts designated as cash flow hedges. The change in fair value of the derivative is recorded in AOCI until the hedged item is recognized in earnings. The assessment of effectiveness of options contracts designated as cash flow hedges exclude time value. The initial value of the component excluded from the assessment of effectiveness is recognized in earnings over the life of the derivative contract. Any difference between change in the fair value of the excluded components and the amounts recognized in earnings are recorded in AOCI. For derivatives that are designated and qualify as a net investment hedge in a foreign operation and that meet the effectiveness requirements, the net gains or losses attributable to changes in spot exchange rates are recorded in cumulative translation within AOCI. The remainder of the change in value of such instruments is recorded in earnings using the mark-to-market approach. Recognition in earnings of amounts previously recorded in cumulative translation is limited to circumstances such as complete or substantially complete liquidation or sale of the net investment in the hedged foreign operations. For derivatives that are not designated as hedges, gains and losses are recognized in other expense (income), net. We use foreign exchange contracts to hedge certain foreign currency denominated assets or liabilities. The gains and losses on these derivative instruments are largely offset by the changes in the fair value of the assets or liabilities being hedged. Derivatives in Hedging Relationships: Foreign Exchange Contracts and Rate Lock Agreements The gains (losses) on derivatives in cash flow and net investment hedging relationships recognized in OCI for the indicated periods were as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Derivatives Designated as Cash Flow Hedging Instruments: Rate lock agreements: Amounts included in the assessment of effectiveness $ 82,969 $ — $ — Foreign exchange contracts: Amounts included in the assessment of effectiveness $ 21,940 $ 3,897 $ (16,649) Amounts excluded from the assessment of effectiveness $ 43 $ (115) $ (90) Derivatives Designated as Net Investment Hedging Instruments: Foreign exchange contracts (1) $ 3,815 $ (191) $ — ________________ (1) No amounts were reclassified from AOCI into earnings related to the sale of a subsidiary. The locations and amounts of designated and non-designated derivatives’ gains and losses reported in the Consolidated Statements of Operations for the indicated periods were as follows: (In thousands) Revenues Costs of Revenues and Operating Expense Interest Expense Other Expense (Income), Net For the year ended June 30, 2020 Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 5,806,424 $ 4,304,223 $ 160,274 $ 2,678 Gains (Losses) on Derivatives Designated as Hedging Instruments: Rate lock agreements: Amount of gains (losses) reclassified from AOCI to earnings $ — $ — $ (637) $ — Foreign exchange contracts: Amount of gains (losses) reclassified from AOCI to earnings $ 4,473 $ (1,377) $ — $ — Amount excluded from the assessment of effectiveness recognized in earnings $ (387) $ — $ — $ — Gains (Losses) on Derivatives Not Designated as Hedging Instruments: Amount of gains (losses) recognized in earnings $ — $ — $ — $ 1,990 For the year ended June 30, 2021 Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 6,918,734 $ 4,430,254 $ 157,328 $ (29,302) Gains (Losses) on Derivatives Designated as Hedging Instruments: Rate lock agreements: Amount of gains (losses) reclassified from AOCI to earnings $ — $ — $ (1,116) $ — Foreign exchange contracts: Amount of gains (losses) reclassified from AOCI to earnings $ 920 $ 551 $ — $ — Amount excluded from the assessment of effectiveness recognized in earnings $ (536) $ — $ — $ 1,216 Gains (Losses) on Derivatives Not Designated as Hedging Instruments: Amount of gains (losses) recognized in earnings $ — $ — $ — $ 670 For the year ended June 30, 2022 Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 9,211,883 $ 5,557,702 $ 160,339 $ 4,605 Gains (Losses) on Derivatives Designated as Hedging Instruments: Rate lock agreements: Amount of gains (losses) reclassified from AOCI to earnings $ — $ — $ (1,007) $ — Foreign exchange contracts: Amount of gains (losses) reclassified from AOCI to earnings $ 11,219 $ (3,762) $ — $ — Amount excluded from the assessment of effectiveness recognized in earnings $ (531) $ — $ — $ 2,333 Gains (Losses) on Derivatives Not Designated as Hedging Instruments: Amount of gains (losses) recognized in earnings $ — $ — $ — $ (10,665) The U.S. dollar equivalent of all outstanding notional amounts of foreign currency hedge contracts, with maximum remaining maturities of approximately 11 months as of June 30, 2022 and 10 months as of June 30, 2021, were as follows: (In thousands) As of June 30, 2022 As of June 30, 2021 Cash flow hedge contracts - foreign currency Purchase $ 124,641 $ 12,550 Sell $ 176,259 $ 134,845 Net Investment hedge contracts - foreign currency Sell $ 66,436 $ 66,848 Other foreign currency hedge contracts Purchase $ 565,586 $ 264,292 Sell $ 389,368 $ 278,635 The locations and fair value of our derivatives reported in our Consolidated Balance Sheets as of the dates indicated below were as follows: Asset Derivatives Liability Derivatives Balance Sheet As of June 30, 2022 As of June 30, 2021 Balance Sheet As of June 30, 2022 As of June 30, 2021 (In thousands) Fair Value Fair Value Derivatives designated as hedging instruments Foreign exchange contracts Other current assets 20,595 3,940 Other current liabilities 8,406 272 Total derivatives designated as hedging instruments 20,595 3,940 8,406 272 Derivatives not designated as hedging instruments Foreign exchange contracts Other current assets 19,716 4,312 Other current liabilities 25,909 2,535 Total derivatives not designated as hedging instruments 19,716 4,312 25,909 2,535 Total derivatives $ 40,311 $ 8,252 $ 34,315 $ 2,807 The changes in AOCI, before taxes, related to derivatives for the indicated periods were as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Beginning balance $ (25,830) $ (29,602) $ (10,791) Amount reclassified to earnings as net (gains) losses (5,919) 181 (2,072) Net change in unrealized gains (losses) 108,767 3,591 (16,739) Ending balance $ 77,018 $ (25,830) $ (29,602) Offsetting of Derivative Assets and Liabilities We present derivatives at gross fair values in the Consolidated Balance Sheets. We have entered into arrangements with each of our counterparties, which reduce credit risk by permitting net settlement of transactions with the same counterparty under certain conditions. The information related to the offsetting arrangements for the periods indicated was as follows: As of June 30, 2022 Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets Net Amount of Derivatives Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 40,311 $ — $ 40,311 $ (12,291) $ — $ 28,020 Derivatives - liabilities $ (34,315) $ — $ (34,315) $ 12,291 $ — $ (22,024) As of June 30, 2021 Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets Net Amount of Derivatives Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 8,252 $ — $ 8,252 $ (2,492) $ — $ 5,760 Derivatives - liabilities $ (2,807) $ — $ (2,807) $ 2,492 $ — $ (315) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During the fiscal years ended June 30, 2022, 2021 and 2020, we purchased from, or sold to, several entities, where one or more of our executive officers or members of our Board of Directors, or their immediate family members were, during the periods presented, an executive officer or a board member of a subsidiary, including Ansys, Inc., Citrix Systems, Inc., HP Inc. and Keysight Technologies, Inc. Proofpoint, Inc. was a related party only during the fiscal years ended June 30, 2021 and 2020. Anaplan, Inc.was a related party only during fiscal year ended June 30, 2020. The following table provides the transactions with these parties for the indicated periods (for the portion of such period that they were considered related): Year Ended June 30, (In thousands) 2022 2021 2020 Total revenues $ 2,334 $ 1,276 $ 4,237 Total purchases $ 1,082 $ 1,347 $ 2,414 |
SEGMENT REPORTING AND GEOGRAPHI
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION | SEGMENT REPORTING AND GEOGRAPHIC INFORMATION ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer. We have four reportable segments: Semiconductor Process Control; Specialty Semiconductor Process; PCB, Display and Component Inspection; and Other. The reportable segments are determined based on several factors including, but not limited to, customer base, homogeneity of products, technology, delivery channels and similar economic characteristics. Semiconductor Process Control The Semiconductor Process Control segment offers a comprehensive portfolio of inspection, metrology and data analytics products, and related services, which helps IC manufacturers achieve target yield throughout the entire semiconductor fabrication process, from R&D to final volume production. Our differentiated products and services are designed to provide comprehensive solutions that help our customers accelerate development and production ramp cycles, achieve higher and more stable semiconductor die yields and improve their overall profitability. This reportable segment is comprised of two operating segments, Wafer Inspection and Patterning and GSS. Specialty Semiconductor Process The Specialty Semiconductor Manufacturing 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, radio frequency communication chips, and power semiconductors for automotive and industrial applications. This reportable segment is comprised of one operating segment. PCB, Display and Component Inspection The PCB, Display and Component Inspection segment enables electronic device manufacturers to inspect, test and measure PCBs, FPDs and 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. This segment also engages in the development and marketing of character recognition solutions to banks, financial and other payment processing institutions and healthcare providers. This reportable segment is comprised of two operating segments, PCB and Display and Component Inspection. Other The Other segment is comprised of one operating segment. During the fourth quarter of fiscal 2020, we entered into an Asset Purchase Agreement to sell certain core assets of our non-strategic solar energy business, OLTS, which accounted for the majority of our Other reportable segment. The sale was completed in the first quarter of fiscal 2021 with an insignificant amount of proceeds. This business was engaged in the research, development and marketing of products for the deposition of thin film coating of various materials on crystalline silicon photovoltaic wafers for solar energy panels. The CODM assesses the performance of each operating segment and allocates resources to those segments based on total revenue and segment gross profit and does not evaluate the segments using discrete asset information. Segment gross profit excludes corporate allocations and effects of changes in foreign currency exchange rates, amortization of intangible assets, amortization of inventory fair value adjustments, and transaction costs associated with our acquisitions related to costs of revenues. The following is a summary of results for each of our four reportable segments for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Semiconductor Process Control: Revenues $ 7,924,822 $ 5,734,825 $ 4,745,446 Segment gross profit $ 5,167,679 $ 3,705,222 $ 3,028,167 Specialty Semiconductor Process: Revenues $ 456,579 $ 369,216 $ 329,700 Segment gross profit $ 242,520 $ 206,706 $ 183,641 PCB, Display and Component Inspection: Revenues $ 832,176 $ 812,620 $ 727,451 Segment gross profit $ 378,964 $ 390,571 $ 315,723 Other: Revenues $ — $ 739 $ 3,614 Segment gross profit $ — $ (68) $ (63) Totals: Revenues for reportable segments $ 9,213,577 $ 6,917,400 $ 5,806,211 Segment gross profit $ 5,789,163 $ 4,302,431 $ 3,527,468 The following table reconciles total reportable segment revenue to total revenue for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Total revenues for reportable segments $ 9,213,577 $ 6,917,400 $ 5,806,211 Corporate allocations and effects of foreign exchange rates (1,694) 1,334 213 Total revenues $ 9,211,883 $ 6,918,734 $ 5,806,424 The following table reconciles total segment gross profit to total income before income taxes for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Total segment gross profit $ 5,789,163 $ 4,302,431 $ 3,527,468 Acquisition-related charges, corporate allocations and effects of foreign exchange rates (1) 169,721 155,862 170,605 R&D 1,105,254 928,487 863,864 SG&A 860,007 729,602 734,149 Goodwill impairment — — 256,649 Interest expense 160,339 157,328 160,274 Loss on extinguishment of debt — — 22,538 Other expense (income), net 4,605 (29,302) 2,678 Income before income taxes $ 3,489,237 $ 2,360,454 $ 1,316,711 __________________ (1) Acquisition-related charges primarily include amortization of intangible assets, amortization of inventory fair value adjustments, and other acquisition-related costs classified or presented as part of costs of revenues. Our significant operations outside the U.S. include manufacturing facilities in China, Germany, Israel and Singapore and sales, marketing and service offices in Japan, the rest of the Asia Pacific region and Europe. For geographical revenue reporting, revenues are attributed to the geographic location in which the customer is located. Long-lived assets consist of land, property and equipment, net, and are attributed to the geographic region in which they are located. The following is a summary of revenues by geographic region, based on ship-to location, for the indicated periods: (Dollar amounts in thousands) Year Ended June 30, 2022 2021 2020 Revenues: China $ 2,660,438 29 % $ 1,831,446 26 % $ 1,495,977 26 % Taiwan 2,528,482 27 % 1,690,558 25 % 1,598,201 27 % Korea 1,430,495 16 % 1,343,473 19 % 911,848 16 % North America 928,043 10 % 765,974 11 % 651,328 11 % Japan 724,773 8 % 639,381 9 % 660,772 11 % Europe and Israel 636,664 7 % 396,422 6 % 322,085 6 % Rest of Asia 302,988 3 % 251,480 4 % 166,213 3 % Total $ 9,211,883 100 % $ 6,918,734 100 % $ 5,806,424 100 % The following is a summary of revenues by major products for the indicated periods: (Dollar amounts in thousands) Year ended June 30, 2022 2021 2020 Revenues: Wafer Inspection $ 4,014,726 44 % $ 2,661,167 39 % $ 2,080,484 36 % Patterning 2,050,025 22 % 1,505,990 22 % 1,278,382 22 % Specialty Semiconductor Process 414,811 4 % 304,627 4 % 269,667 5 % PCB, Display and Component Inspection 562,464 6 % 562,104 8 % 497,026 9 % Services 1,910,455 21 % 1,678,418 24 % 1,477,699 25 % Other 259,402 3 % 206,428 3 % 203,166 3 % Total $ 9,211,883 100 % $ 6,918,734 100 % $ 5,806,424 100 % Wafer Inspection and Patterning products are offered in the Semiconductor Process Control segment. Services are offered in multiple segments. Other includes primarily refurbished systems, remanufactured legacy systems, and enhancements and upgrades for previous-generation products that are part of the Semiconductor Process Control segment. In the fiscal year ended June 30, 2022, two customers accounted for approximately 20% and 12% of total revenues. In the fiscal year ended June 30, 2021, two customers accounted for approximately 17% and 15% of total revenues. In the fiscal year ended June 30, 2020, two customers accounted for approximately 20% and 14% of total revenues. Land, property and equipment, net by geographic region as of the dates indicated below were as follows: As of June 30, (In thousands) 2022 2021 Land, property and equipment, net: U.S. $ 547,454 $ 447,359 Singapore 146,057 76,882 Israel 72,791 57,403 Europe 55,370 56,895 Rest of Asia 28,257 24,488 Total $ 849,929 $ 663,027 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 12 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES Over the last few years, management approved plans to streamline our organization and business processes, which included reductions of workforce. Restructuring charges were $1.0 million for fiscal year ended June 30, 2022. Restructuring charges were $12.4 million for the year ended, June 30, 2021 and included $3.9 million of non-cash charges for accelerated depreciation related to certain ROU assets and fixed assets to be abandoned. Restructuring charges were $7.7 million for the year ended June 30, 2020. The amounts of restructuring charges accrued were $2.1 million and $3.3 million as of June 30, 2022 and 2021, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On August 4, 2022, we announced that our Board of Directors had declared a quarterly cash dividend of $1.30 per share to be paid on September 1, 2022 to stockholders of record as of the close of business on August 15, 2022. On July 7, 2022 we borrowed $300.0 million from the Revolving Credit Facility, of which $75.0 million was repaid on July 29, 2022. On July 7, 2022, the Company completed a tender offer for the purchase of $500.0 million of our $1.25 billion outstanding 4.650% 2014 Senior Notes due in 2024 and recognized a loss of approximately $13 million as a result of this early extinguishment. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Jun. 30, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | SCHEDULE II Valuation and Qualifying Accounts (In thousands) Balance at Charged to Deductions/ Balance Fiscal Year Ended June 30, 2020: Allowance for Credit Losses $ 12,001 $ (189) $ 10 $ 11,822 Allowance for Deferred Tax Assets $ 166,571 $ — $ 15,275 $ 181,846 Fiscal Year Ended June 30, 2021: Allowance for Credit Losses $ 11,822 $ 2,246 $ 3,968 $ 18,036 Allowance for Deferred Tax Assets $ 181,846 $ 2,650 $ 19,937 $ 204,433 Fiscal Year Ended June 30, 2022: Allowance for Credit Losses $ 18,036 $ 5,710 $ (3,115) $ 20,631 Allowance for Deferred Tax Assets $ 204,433 $ 8,096 $ 31,900 $ 244,429 |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Principles of Consolidation | Description of Business and Principles of Consolidation. KLA Corporation and its majority-owned subsidiaries (“KLA” or the “Company” and also referred to as “we,” “our,” “us,” or similar references) is a supplier of process equipment, process control equipment, and data analytics products for a broad range of industries, including semiconductors, printed circuit boards (“PCB”) and displays. We provide advanced process control and process-enabling solutions for manufacturing and testing wafers and reticles, integrated circuits (“IC”), packaging, light-emitting diodes, power devices, compound semiconductor devices, microelectromechanical systems (“MEMS”), data storage, PCBs and flat and flexible panel displays, as well as general materials research. We also provide comprehensive support and services across our installed base. Our extensive portfolio of inspection, metrology and data analytics products, and related services, helps IC manufacturers achieve target yield throughout the entire semiconductor fabrication process, from research and development (“R&D”) to final volume production. We develop and sell advanced vacuum deposition and etching process tools, which are used by a broad range of specialty semiconductor customers. We enable electronic device manufacturers to inspect, test and measure PCBs and flat panel displays (“FPD”) and ICs to verify their quality, deposit a pattern of desired electronic circuitry on the relevant substrate and perform three-dimensional shaping of metalized circuits on multiple surfaces. Our advanced products, coupled with our unique yield management software and services, allow us to deliver the solutions our semiconductor, PCB and display customers need to achieve their productivity goals by significantly reducing their risks and costs and improving their overall profitability and return on investment. Headquartered in Milpitas, California, we have subsidiaries both in the U.S. and in key markets throughout the world. |
Management Estimates | Management Estimates. The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets and liabilities (and related disclosure of contingent assets and liabilities) at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities . All highly liquid debt instruments with original or remaining maturities of less than three months at the date of purchase are cash equivalents. Marketable securities are generally classified as available-for-sale for use in current operations, if required, and are reported at fair value, with unrealized gains and non-credit related unrealized losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income (loss).” All realized gains and losses are recorded in earnings in the period of occurrence. The specific identification method is used to determine the realized gains and losses on investments. We regularly review the available-for-sale debt securities in an unrealized loss position and evaluate the current expected credit loss by considering available information relevant to the collectability of the security, such as historical experience, market data, issuer-specific factors including credit ratings, default and loss rates of the underlying collateral and structure and credit enhancements, current economic conditions and reasonable and supportable forecasts. There were no credit losses on available-for-sale debt securities recognized in the years ended June 30, 2022, 2021 and 2020. |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities . All highly liquid debt instruments with original or remaining maturities of less than three months at the date of purchase are cash equivalents. Marketable securities are generally classified as available-for-sale for use in current operations, if required, and are reported at fair value, with unrealized gains and non-credit related unrealized losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income (loss).” All realized gains and losses are recorded in earnings in the period of occurrence. The specific identification method is used to determine the realized gains and losses on investments. We regularly review the available-for-sale debt securities in an unrealized loss position and evaluate the current expected credit loss by considering available information relevant to the collectability of the security, such as historical experience, market data, issuer-specific factors including credit ratings, default and loss rates of the underlying collateral and structure and credit enhancements, current economic conditions and reasonable and supportable forecasts. There were no credit losses on available-for-sale debt securities recognized in the years ended June 30, 2022, 2021 and 2020. |
Investments in Equity Securities | Investments in Equity Securities. We hold equity securities in publicly and privately held companies for the promotion of business and strategic objectives. Equity securities in publicly held companies, or marketable equity securities, are measured and recorded at fair value on a recurring basis. Equity securities in privately held companies, or non-marketable equity securities, are accounted for at cost, less impairment, plus or minus observable price changes in orderly transactions for identical or similar securities of the same issuer. Non-marketable equity securities are subject to a periodic impairment review; however, since there are no open-market valuations, the impairment analysis requires significant judgment. This analysis includes assessment of the investee’s financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and the impact of any relevant contractual equity preferences held by us or the others. Non-marketable equity securities are included in “Other non-current assets” on the balance sheet. Realized and unrealized gains and losses resulting from changes in fair value or the sale of our marketable and non-marketable equity securities are recorded in “Other expense (income), net.” |
Variable Interest Entities | Variable Interest Entities. We use a qualitative approach in assessing the consolidation requirement for variable interest entities. The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. In the event we are the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity will be included in our Consolidated Financial Statements. We have concluded that none of our equity investments require consolidation based on our most recent qualitative assessment. |
Inventories | Inventories. Inventories are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Demonstration units are stated at their manufacturing cost and written down to their net realizable value. We review and set standard costs semi-annually at current manufacturing costs in order to approximate actual costs. Our manufacturing overhead standards for product costs are calculated assuming full absorption of forecasted spending over projected volumes, adjusted for excess capacity. Abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and spoilage are recognized as current period charges. We write down product inventory based on forecasted demand and technological obsolescence and service spare parts inventory based on forecasted usage. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction, and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. |
Allowance for Credit Losses | Allowance for Credit Losses. A majority of our accounts receivable are derived from sales to large multinational semiconductor and electronics manufacturers throughout the world. We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as selling, general and administrative (“SG&A”) expense in the Consolidated Statements of Income. We assess collectability by reviewing accounts receivable on a collective basis where similar risk characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The allowance for credit losses is reviewed on a quarterly basis to assess the adequacy of the allowance. |
Property and Equipment | Property and Equipment. Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation of property and equipment is based on the straight-line method over the estimated useful lives of the assets. The following table sets forth the estimated useful life for various asset categories: Asset Category Range of Useful Lives Buildings 30 to 50 years Leasehold improvements Shorter of 15 years or lease term Machinery and equipment 2 to 10 years Office furniture and fixtures 7 years |
Leases | Leases . Under ASC 842 Leases, a contract is or contains a lease when we have the right to control the use of an identified asset for a period of time. We determine if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for our use. On the commencement date, leases are evaluated for classification and assets and liabilities are recognized based on the present value of lease payments over the lease term. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The right of use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments and any lease incentives. Variable lease payments, consisting primarily of reimbursement of costs incurred by lessors for common area maintenance, real estate taxes and insurance, are not included in the lease liability and are recognized as they are incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to measure ROU assets and lease liabilities. The incremental borrowing rate used by us is based on baseline rates and adjusted by the credit spreads commensurate with our secured borrowing rate, over a similar term. We used the incremental borrowing rate on June 30, 2019 for all leases that commenced on or prior to that date. Operating lease expense is generally recognized on a straight-line basis over the lease term. We have elected the practical expedient to account for the lease and non-lease components as a single lease component for the majority of our asset classes. For leases with a term of one year or less, we have elected not to record the ROU asset or liability. |
Goodwill, Purchased Intangible Assets and Impairment Assessment | Goodwill, Purchased Intangible Assets and Impairment Assessment. Purchased intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives, which generally range from six months to nine years. The carrying values of our intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Recoverability of finite-lived intangible assets is measured by comparing the carrying value of the asset to the future undiscounted cash flows the asset is expected to generate. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying value of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. We evaluate the carrying value of our long-lived assets whenever events or changes in business circumstances indicate that the carrying value of the asset may be impaired. An impairment loss is recognized when |
Concentration of Credit Risk | Concentration of Credit Risk. Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash equivalents, short-term marketable securities, trade accounts receivable and derivative financial instruments used in hedging activities. We invest in a variety of financial instruments, such as, but not limited to, certificates of deposit, corporate debt and municipal securities, U.S. Treasury and Government agency securities, and equity securities and, by policy, we limit the amount of credit exposure with any one financial institution or commercial issuer. We have not experienced any material credit losses on our investments. A majority of our accounts receivable are derived from sales to large multinational semiconductor and electronics manufacturers located throughout the world, with a majority located in Asia. In recent years, our customer base has become increasingly concentrated due to corporate consolidations, acquisitions and business closures, and to the extent that these customers experience liquidity issues in the future, we may be required to reserve for potential credit losses with respect to trade receivables. We perform ongoing credit evaluations of our customers’ financial condition and generally require little to no collateral to secure accounts receivable. We maintain an allowance for potential credit losses based upon expected collectability risk of all accounts receivable. In addition, we may utilize letters of credit (“LC”), credit insurance or non-recourse factoring to mitigate credit risk when considered appropriate. We are exposed to credit loss in the event of non-performance by counterparties on the foreign exchange contracts that we use in hedging activities and in certain factoring transactions. These counterparties are large international financial institutions, and to date no such counterparty has failed to meet its financial obligations to us under such contracts. |
Foreign Currency | Foreign Currency. The functional currencies of our foreign subsidiaries are primarily the local currencies, except as described below. Accordingly, all assets and liabilities of these foreign operations are translated to U.S. dollars at current period end exchange rates, and revenues and expenses are translated to U.S. dollars using average exchange rates in effect during the period. The gains and losses from foreign currency translation of these subsidiaries’ financial statements are recorded directly into a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income (loss).” Our manufacturing subsidiaries in Singapore, Israel, Germany, and the United Kingdom use the U.S. dollar as their functional currency. Accordingly, monetary assets and liabilities in non-functional currency of these subsidiaries are remeasured using exchange rates in effect at the end of the period. Revenues and costs in local currency are remeasured using average exchange rates for the period, except for costs related to those balance sheet items that are remeasured using historical exchange rates. The resulting remeasurement gains and losses are included in the Consolidated Statements of Operations as incurred. |
Derivative Financial Instruments | Derivative Financial Instruments. We use financial instruments, such as foreign exchange contracts including forward and options transactions, to hedge a portion of, but not all, existing and forecasted foreign currency denominated transactions. The purpose of our foreign exchange hedging program is to manage the effect of exchange rate fluctuations on certain foreign currency denominated revenues, costs and eventual cash flows. The effect of exchange rate changes on foreign exchange contracts is expected to offset the effect of exchange rate changes on the underlying hedged items. We also use rate lock agreements to hedge the risk associated with the variability of cash flows due to changes in the benchmark interest rate of the intended debt financing. We believe these financial instruments do not subject us to speculative risk that would otherwise result from changes in currency exchange rates or interest rates. All of our derivative financial instruments are recorded at fair value based upon quoted market prices for comparable instruments adjusted for risk of counterparty non-performance. |
Revenue Recognition | Revenue Recognition. We primarily derive revenue from the sale of process control and process-enabling solutions for the semiconductor and related electronics industries, maintenance and support of all these products, installation and training services and the sale of spare parts. Our portfolio includes yield enhancement and production solutions for manufacturing wafers and reticles, ICs, packaging, PCBs and FPDs, as well as comprehensive support and services across our installed base. Our solutions are generally not sold with a right of return, nor have we experienced significant returns from or refunds to our customers. We account for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Our revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes. The revenues are recognized as separate performance obligations that are satisfied by transferring control of the product or service to the customer. Our arrangements with our customers include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. A product or service is considered distinct if it is separately identifiable from other deliverables in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The transaction consideration, including any sales incentives, is allocated between separate performance obligations of an arrangement based on the stand-alone selling price (“SSP”) for each distinct product or service. Management considers a variety of factors to determine the SSP, such as historical stand-alone sales of products and services, discounting strategies and other observable data. From time to time, our contracts are modified to account for additional, or to change existing, performance obligations. Our contract modifications are generally accounted for prospectively. Product Revenue We recognize revenue from product sales at a point in time when we have satisfied our performance obligation by transferring control of the product to the customer. We use judgment to evaluate whether control has transferred by considering several indicators, including whether: • We have a present right to payment; • The customer has legal title; • The customer has physical possession; • The customer has significant risk and rewards of ownership; and • The customer has accepted the product, or whether customer acceptance is considered a formality based on history of acceptance of similar products (for example, when the customer has previously accepted the same tool, with the same specifications, and when we can objectively demonstrate that the tool meets all of the required acceptance criteria, and when the installation of the system is deemed perfunctory). Not all of the indicators need to be met for us to conclude that control has transferred to the customer. In circumstances in which revenue is recognized prior to the product acceptance, the fair value of revenue associated with our performance obligations to install the product is deferred and recognized as revenue at a point in time, once installation is complete. We enter into volume purchase agreements with some of our customers. We adjust the transaction consideration for estimated credits earned by our customers for such incentives. These credits are estimated based upon the forecasted and actual product sales for any given period and agreed incentive rate. The estimate is updated at each reporting period. We offer perpetual and term licenses for software products. The primary difference between perpetual and term licenses is the duration over which the customer can benefit from the use of the software, while the functionality and the features of the software are the same. Software is generally bundled with post-contract customer support (“PCS”), which includes unspecified software updates that are made available throughout the entire term of the arrangement. Revenue from software licenses is recognized at a point in time, when the software is made available to the customer. Revenue from PCS is deferred at contract inception and recognized ratably over the service period, or as services are performed. Services Revenue The majority of product sales include a standard six Additionally, we offer product maintenance and support services, which the customer may purchase separately from the standard and extended warranty offered as part of the initial product sale. Revenue from separately negotiated maintenance and support service contracts is also recognized over time based on the terms of the applicable service period. Revenue from services performed in the absence of a maintenance contract, including training revenue, is recognized when the related services are performed. We also sell spare parts, revenue from which is recognized when control over the spare parts is transferred to the customer. Significant Judgments Our contracts with our customers often include promises to transfer multiple products and services. Each product and service is generally capable of being distinct within the context of the contract and represents a separate performance obligation. Determining the SSP for each distinct performance obligation and allocation of consideration from an arrangement to the individual performance obligations and the appropriate timing of revenue recognition are significant judgments with respect to these arrangements. We typically estimate the SSP of products and services based on observable transactions when the products and services are sold on a stand-alone basis and those prices fall within a reasonable range. We typically have more than one SSP for individual products and services due to the stratification of these products by customers and circumstances. In these instances, we use information such as the size of the customer, geographic region, as well as customization of the products in determining the SSP. In instances where the SSP is not directly observable, we determine the SSP using information that includes market conditions, entity-specific factors, including discounting strategies, information about the customer or class of customer that is reasonably available and other observable inputs. While changes in the allocation of SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which could have a material effect on our financial position and results of operations. Although the products are generally not sold with a right of return, we may provide other credits or sales incentives, which are accounted for either as variable consideration or material right, depending on the specific terms and conditions of the arrangement. These credits and incentives are estimated at contract inception and updated at the end of each reporting period if and when additional information becomes available. As outlined above, we use judgments to evaluate whether or not the customer has obtained control of the product and consider several indicators in evaluating whether or not control has transferred to the customer. Not all of the indicators need to be met for us to conclude that control has transferred to the customer. Contract Assets/Liabilities The timing of revenue recognition, billings and cash collections may result in accounts receivable, contract assets, and contract liabilities (deferred revenue) on our Consolidated Balance Sheets. A receivable is recorded in the period we deliver products or provide services when we have an unconditional right to payment. Contract assets primarily relate to the value of products and services transferred to the customer for which the right to payment is not just dependent on the passage of time. Contract assets are transferred to accounts receivable when rights to payment become unconditional. A contract liability is recognized when we receive payment or have an unconditional right to payment in advance of the satisfaction of performance. The contract liabilities represent (1) deferred product revenue related to the value of products that have been shipped and billed to customers and for which control has not been transferred to the customers, and (2) deferred service revenue, which is recorded when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring services to the customer under the terms of a contract. Deferred service revenue typically results from warranty services, and maintenance and other service contracts. |
Research and Development Costs | Research and Development Costs. R&D costs are expensed as incurred. |
Shipping and Handling Costs | Shipping and Handling Costs. Shipping and handling costs are included as a component of cost of sales. |
Accounting for Stock-Based Compensation Plans | Accounting for Stock-Based Compensation Plans. We account for stock-based awards granted to employees for services based on the fair value of those awards. The fair value of stock-based awards is measured at the grant date and is recognized as expense over the employee’s requisite service period. The fair value for restricted stock units (“RSU”) granted without “dividend equivalent” rights is determined using the closing price of our common stock on the grant date, adjusted to exclude the present value of dividends which are not accrued on the RSUs. The fair value for RSUs granted with “dividend equivalent” rights is determined using the closing price of our common stock on the grant date. The award holder is not entitled to receive payments under dividend equivalent rights unless the associated RSU award vests (i.e., the award holder is entitled to receive credits, payable in cash or shares of common stock, equal to the cash dividends that would have been received on the shares of our common stock underlying the RSUs had the shares been issued and outstanding on the dividend record date, but such dividend equivalents are only paid subject to the recipient satisfying the vesting requirements of the underlying award). Compensation expense for RSUs with performance metrics is calculated based upon expected achievement of the metrics specified in the grant, or when a grant contains a market condition, the grant date fair value using a Monte Carlo simulation. The Monte Carlo simulation incorporates estimates of the potential outcomes of the market condition on the grant date fair value of each award. Additionally, we estimate forfeitures based on historical experience and revise those estimates in subsequent periods if actual forfeitures differ from the estimated amounts. The fair value is determined using a Black-Scholes valuation model for purchase rights under our Employee Stock Purchase Plan (“ESPP”). The Black-Scholes option-pricing model requires the input of assumptions, including the option’s expected term and the expected price volatility of the underlying stock. The expected stock price volatility assumption is based on the market-based historical implied volatility from traded options of our common stock. |
Accounting for Cash-based Long-Term Incentive Compensation | Accounting for Cash-Based Long-Term Incentive Compensation. Cash-based long-term incentive (“Cash LTI”) awards issued to employees under our Cash Long-Term Incentive Plan (“Cash LTI Plan”) vest in three or four equal installments, with one-third or one-fourth of the aggregate amount of the Cash LTI award vesting on each yearly anniversary of the grant date over a three |
Accounting for Non-qualified Deferred Compensation Plan | Accounting for Non-qualified Deferred Compensation Plan. We have a non-qualified deferred compensation plan (known as the “Executive Deferred Savings Plan” (“EDSP”)) under which certain executives and non-employee directors may defer a portion of their compensation. Participants are credited with returns based on their allocation of their account balances among measurement funds. We control the investment of these funds, and the participants remain general creditors of ours. We invest these funds in certain mutual funds and such investments are classified as trading securities in the Consolidated Balance Sheets. Investments in trading securities are measured at fair value in the statement of financial position. Unrealized holding gains and losses for trading securities are included in earnings. Distributions from the EDSP commence following a participant’s retirement or termination of employment or on a specified date allowed per the EDSP provisions, except in cases where such distributions are required to be delayed in order to avoid a prohibited distribution under Internal Revenue Code Section 409A. Participants can generally elect for the distributions to be paid in a lump sum or quarterly cash payments over a scheduled period for up to 15 years and are allowed to make subsequent changes to their existing elections as permissible under the EDSP provisions. The liability associated with the EDSP is included as a component of other current liabilities in the |
Income Taxes | Income Taxes. We account for income taxes in accordance with the authoritative guidance, which requires income tax effects for changes in tax laws to be recognized in the period in which the law is enacted. Deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. The guidance also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized. We have determined that a valuation allowance is necessary against a portion of the deferred tax assets, but we anticipate that our future taxable income will be sufficient to recover the remainder of our deferred tax assets. However, should there be a change in our ability to recover our deferred tax assets that are not subject to a valuation allowance, we could be required to record an additional valuation allowance against such deferred tax assets. This would result in an increase to our tax provision in the period in which we determine that the recovery is not probable. On a quarterly basis, we provide for income taxes based upon an estimated annual effective income tax rate. The effective tax rate is highly dependent upon the geographic composition of worldwide earnings, tax regulations governing each region, availability of tax credits and the effectiveness of our tax planning strategies. We carefully monitor the changes in many factors and adjust our effective income tax rate on a timely basis. If actual results differ from these estimates, this could have a material effect on our financial condition and results of operations. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. In accordance with the authoritative guidance on accounting for uncertainty in income taxes, we recognize liabilities for uncertain tax positions based on the two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained in audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activities. Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision. We record income taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered indefinitely reinvested outside the U.S. Our effective tax rate would be adversely affected if we change our intent or if such undistributed earnings are needed for U.S. operations because we would be required to provide or pay income taxes on some or all of these undistributed earnings. Global Intangible Low-Taxed Income. The Tax Cut and Jobs Act includes provisions for Global Intangible Low-Taxed Income (“GILTI”) wherein U.S. taxes on foreign income are imposed in excess of a deemed return on tangible assets of foreign corporations. We elect to account for GILTI as a component of current period tax expense and not recognize deferred tax assets and liabilities for the basis differences expected to reverse as a result of GILTI provisions. |
Business Combinations | Business Combinations. We allocate the fair value of the purchase price of our acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired, including in-process research and development (“IPR&D”), based on their estimated fair values at acquisition date. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which will not exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the conclusion of the measurement period or final determination of the fair value of the purchase price of our acquisitions, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Operations. The fair value of IPR&D is initially capitalized as an intangible asset with an indefinite life and assessed for impairment thereafter whenever events or changes in circumstances indicate that the carrying value of the IPR&D assets may not be recoverable. Impairment of IPR&D is recorded to R&D expenses. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized to costs of revenues over the asset’s estimated useful life. |
Net Income Per Share | Net Income Per Share. Basic net income per share is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by using the weighted-average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of RSUs and options is reflected in diluted net income per share by application of the treasury stock method. The dilutive securities are excluded from the computation of diluted net loss per share when a net loss is recorded for the period as their effect would be anti-dilutive. |
Contingencies and Litigation | Contingencies and Litigation. We are subject to the possibility of losses from various contingencies. Considerable judgment is necessary to estimate the probability and amount of any loss from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We accrue a liability and recognize as expense the estimated costs to defend or settle asserted and unasserted claims existing as of the balance sheet date. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued an ASU to simplify the accounting for income taxes in ASC 740. This amendment removes certain exceptions and improves consistent application of accounting principles for certain areas in ASC 740. We adopted this update beginning in the first quarter of our fiscal year ending June 30, 2022 on a prospective basis and the adoption had no material impact on our Consolidated Financial Statements. In August 2020, the FASB issued an ASU to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The standard eliminates the beneficial conversion feature and cash conversion models, resulting in more convertible instruments being accounted for as a single unit, and modifies the guidance on the computation of earnings per share for convertible instruments and contracts on an entity’s own equity. We adopted this update beginning in the first quarter of our fiscal year ending June 30, 2022 on a modified retrospective basis and the adoption had no material impact on our Consolidated Financial Statements. On July 1, 2020 we adopted ASC 326, which was issued by the FASB in June 2016 as ASU No. 2016-13 Financial Instruments – Credit Losses . The ASU replaced previous incurred loss impairment guidance and established a single expected credit losses allowance framework for financial assets carried at amortized cost. It also eliminated the concept of other-than-temporary impairment and requires credit losses related to certain available-for-sale debt securities to be recorded through an allowance for credit losses. We adopted ASC 326 using the modified retrospective method, which requires a cumulative-effect adjustment to the opening balance of retained earnings to be recognized on the date of adoption and, accordingly, recorded a net decrease of $5.5 million to retained earnings as of July 1, 2020. Please see the “Allowance for Credit Losses” accounting policy above. In August 2018, the FASB issued an ASU that modifies the existing accounting standards for fair value measurement disclosure. This update eliminates the disclosure of the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the policy for the timing of transfers between levels. We adopted this update beginning in the first quarter of our fiscal year ending June 30, 2021 on a retrospective basis and the adoption had no material impact on our Consolidated Financial Statements. In August 2018, the FASB issued an ASU to amend the disclosure requirements related to defined benefit pension and other post-retirement plans. Some of the changes include adding a disclosure requirement for significant gains and losses related to changes in the benefit obligation for the period and removing the amounts in AOCI expected to be recognized as components of net periodic benefit cost over the next fiscal year. We adopted this update beginning in the first quarter of the fiscal year ending June 30, 2021 on a retrospective basis and the adoption had no material impact on our Consolidated Financial Statements. In August 2018, the FASB issued an ASU to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance clarifies which costs should be capitalized including the cost to acquire the license and the related implementation costs. We adopted this update beginning in the first quarter of our fiscal year ending June 30, 2021 on a prospective basis and the adoption had no material impact on our Consolidated Financial Statements. |
Fair Value Measurement | Our financial assets and liabilities are measured and recorded at fair value, except for our debt and certain equity investments in privately held companies. Equity investments without a readily available fair value are accounted for using the measurement alternative. The measurement alternative is calculated as cost minus impairment, if any, plus or minus changes resulting from observable price changes. See Note 8 “Debt” for disclosure of the fair value of our Senior Notes. Our non-financial assets, such as goodwill, intangible assets, and land, property and equipment, are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. Level 1 Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Besides the transfer listed in the table below, there were no other transfers between Level 1, Level 2 and Level 3 fair value measurements during the year ended June 30, 2022. The types of instruments valued based on quoted market prices in active markets included money market funds, certain U.S. Treasury securities and U.S. Government agency securities. Such instruments are generally classified within Level 1 of the fair value hierarchy. The types of instruments valued based on other observable inputs included corporate debt securities, sovereign securities, municipal securities, certain U.S. Treasury securities, and marketable equity securities subject to security specific restrictions. The market inputs used to value these instruments generally consist of market yields, reported trades and broker/dealer quotes. Such instruments are generally classified within Level 2 of the fair value hierarchy. The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants generally are large financial institutions. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy. |
Fair Value of Financial Instruments | We have evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. The fair value of our cash equivalents, accounts receivable, accounts payable and other current assets and liabilities approximate their carrying amounts due to the relatively short maturity of these items. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | The following table sets forth the estimated useful life for various asset categories: Asset Category Range of Useful Lives Buildings 30 to 50 years Leasehold improvements Shorter of 15 years or lease term Machinery and equipment 2 to 10 years Office furniture and fixtures 7 years |
Schedule of Concentration of Risk | The following customers each accounted for more than 10% of total revenues, primarily in the Semiconductor Process Control segment, for the indicated periods: Year Ended June 30, 2022 2021 2020 Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited Samsung Electronics Co., Ltd. Samsung Electronics Co., Ltd. Samsung Electronics Co., Ltd. The following customers each accounted for more than 10% of net accounts receivable as of the dates indicated below: As of June 30, 2022 2021 Taiwan Semiconductor Manufacturing Company Limited Taiwan Semiconductor Manufacturing Company Limited |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Balances | Contract Balances The following table represents the opening and closing balances of accounts receivable, contract assets and contract liabilities for the indicated periods. As of As of As of (In thousands, except for percentages) June 30, 2022 June 30, 2021 June 30, 2020 Change in Fiscal 2022 Change in Fiscal 2021 Accounts receivable, net $ 1,811,877 $ 1,305,479 $ 1,107,413 $ 506,398 39 % $ 198,066 18 % Contract assets $ 114,747 $ 91,052 $ 99,876 $ 23,695 26 % $ (8,824) (9) % Contract liabilities $ 1,007,324 $ 667,703 $ 666,055 $ 339,621 51 % $ 1,648 — % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Financial assets (excluding cash held in operating accounts and time deposits) and liabilities measured at fair value on a recurring basis as of the date indicated below were presented on our Consolidated Balance Sheets as follows: As of June 30, 2022 (In thousands) Total Quoted Prices Significant Little or No Assets Cash equivalents: Corporate debt securities $ 922 $ — $ 922 $ — Money market funds and other 948,027 948,027 — — U.S. Treasury securities 22,485 — 22,485 — Marketable securities: Corporate debt securities 472,047 — 472,047 — Municipal securities 60,724 — 60,724 — Sovereign securities 5,990 — 5,990 — U.S. Government agency securities 91,116 91,116 — — U.S. Treasury securities 348,026 344,559 3,467 — Equity securities (1) 11,035 11,035 — — Total cash equivalents and marketable securities (2) 1,960,372 1,394,737 565,635 — Other current assets: Derivative assets 40,311 — 40,311 — Other non-current assets: EDSP 224,188 176,928 47,260 — Total financial assets (2) $ 2,224,871 $ 1,571,665 $ 653,206 $ — Liabilities Derivative liabilities $ (34,315) $ — $ (34,315) $ — Deferred payments (2,350) — — (2,350) Contingent consideration payable (23,674) — — (23,674) Total financial liabilities $ (60,339) $ — $ (34,315) $ (26,024) __________________ (1) Transfer from Level 2 to Level 1 as the security specific restriction expired during the first quarter of the fiscal year ending June 30, 2022. (2) Excludes cash of $472.8 million held in operating accounts and time deposits of $274.9 million (of which $140.7 million were cash equivalents) as of June 30, 2022. Financial assets (excluding cash held in operating accounts and time deposits) and liabilities measured at fair value on a recurring basis as of the date indicated below were presented on our Consolidated Balance Sheets as follows: As of June 30, 2021 (In thousands) Total Quoted Prices in Significant Other Little or No Assets Cash equivalents: Money market funds and other $ 691,375 $ 691,375 $ — $ — Marketable securities: Corporate debt securities 468,746 — 468,746 — Municipal securities 70,228 — 70,228 — Sovereign securities 3,052 — 3,052 — U.S. Government agency securities 145,921 145,921 — — U.S. Treasury securities 233,064 205,055 28,009 — Equity securities 29,930 — 29,930 — Total cash equivalents and marketable securities (1) 1,642,316 1,042,351 599,965 — Other current assets: Derivative assets 8,252 — 8,252 — Other non-current assets: EDSP 266,199 200,925 65,274 — Total financial assets (1) $ 1,916,767 $ 1,243,276 $ 673,491 $ — Liabilities Derivative liabilities $ (2,807) $ — $ (2,807) $ — Deferred payments (4,550) — — (4,550) Contingent consideration payable (8,514) — — (8,514) Total financial liabilities $ (15,871) $ — $ (2,807) $ (13,064) __________________ |
FINANCIAL STATEMENT COMPONENTS
FINANCIAL STATEMENT COMPONENTS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Condensed Balance Sheet | Consolidated Balance Sheets As of June 30, (In thousands) 2022 2021 Accounts receivable, net: Accounts receivable, gross $ 1,832,508 $ 1,323,515 Allowance for credit losses (20,631) (18,036) $ 1,811,877 $ 1,305,479 Inventories: Customer service parts $ 402,121 $ 349,743 Raw materials 1,042,916 595,151 Work-in-process 451,782 453,432 Finished goods 250,070 177,054 $ 2,146,889 $ 1,575,380 Other current assets: Deferred costs of revenue $ 124,487 $ 59,953 Contract assets 114,747 91,052 Prepaid expenses 108,942 76,649 Prepaid income and other taxes 89,713 68,847 Other current assets 64,248 24,366 $ 502,137 $ 320,867 Land, property and equipment, net: Land $ 67,846 $ 67,862 Buildings and leasehold improvements 712,751 458,605 Machinery and equipment 819,191 743,710 Office furniture and fixtures 44,957 32,856 Construction-in-process 110,079 182,320 1,754,824 1,485,353 Less: accumulated depreciation (904,895) (822,326) $ 849,929 $ 663,027 Other non-current assets: EDSP $ 224,188 $ 266,199 Operating lease ROU assets 126,444 102,883 Other non-current assets 133,980 75,823 $ 484,612 $ 444,905 Other current liabilities: Customer credits and advances $ 515,118 $ 250,784 Compensation and benefits 351,924 305,445 Other accrued expenses 253,265 180,982 EDSP 225,867 268,028 Income taxes payable 126,964 87,320 Interest payable 39,683 36,135 Operating lease liabilities 32,218 32,322 $ 1,545,039 $ 1,161,016 Other non-current liabilities: Income taxes payable $ 367,052 $ 333,866 Customer credits and advances 204,914 — Operating lease liabilities 81,369 70,739 Pension liabilities 78,525 87,602 Other non-current liabilities 150,782 139,083 $ 882,642 $ 631,290 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of AOCI as of the dates indicated below were as follows: (In thousands) Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities Unrealized Gains (Losses) on Derivatives Unrealized Gains (Losses) on Defined Benefit Plans Total Balance as of June 30, 2022 $ (43,886) $ (15,486) $ 56,836 $ (24,935) $ (27,471) Balance as of June 30, 2021 $ (32,563) $ 595 $ (20,092) $ (23,497) $ (75,557) |
Reclassification out of Accumulated Other Comprehensive Income | The effects on net income of amounts reclassified from AOCI to the Consolidated Statements of Operations for the indicated periods were as follows (in thousands): Location in the Consolidated Statements of Operations Year Ended June 30, AOCI Components 2022 2021 2020 Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts Revenues $ 10,688 $ 384 $ 4,086 Costs of revenues and operating expenses (3,762) 551 (1,377) Interest expense (1,007) (1,116) (637) Net gains (losses) reclassified from AOCI $ 5,919 $ (181) $ 2,072 Unrealized gains (losses) on available-for-sale securities Other expense (income), net $ (306) $ 253 $ 297 |
Schedule of Consolidated Statements of Operations | Consolidated Statements of Operations The following table shows other expense (income), net for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Other expense (income), net: Interest income $ (8,695) $ (8,929) $ (21,646) Foreign exchange losses, net 3,925 5,005 4,236 Net realized losses (gains) on sale of investments 306 (253) (297) Other 9,069 (25,125) 20,385 $ 4,605 $ (29,302) $ 2,678 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | The amortized cost and fair value of marketable securities as of the dates indicated below were as follows: As of June 30, 2022 (In thousands) Amortized Gross Gross Fair Value Corporate debt securities $ 481,881 $ 3 $ (8,915) $ 472,969 Money market funds and other 948,027 — — 948,027 Municipal securities 61,973 — (1,249) 60,724 Sovereign securities 6,041 2 (53) 5,990 U.S. Government agency securities 92,273 26 (1,183) 91,116 U.S. Treasury securities 378,871 18 (8,378) 370,511 Equity securities (1) 3,211 7,824 — 11,035 Subtotal 1,972,277 7,873 (19,778) 1,960,372 Add: Time deposits (2) 274,873 — — 274,873 Less: Cash equivalents 1,112,146 — (1) 1,112,145 Marketable securities $ 1,135,004 $ 7,873 $ (19,777) $ 1,123,100 As of June 30, 2021 (In thousands) Amortized Gross Gross Fair Value Corporate debt securities $ 468,192 $ 689 $ (135) $ 468,746 Money market funds and other 691,375 — — 691,375 Municipal securities 70,155 106 (33) 70,228 Sovereign securities 3,045 7 — 3,052 U.S. Government agency securities 145,810 160 (49) 145,921 U.S. Treasury securities 233,052 129 (117) 233,064 Equity securities (1) 3,211 26,719 — 29,930 Subtotal 1,614,840 27,810 (334) 1,642,316 Add: Time deposits (2) 210,636 — — 210,636 Less: Cash equivalents 793,040 — — 793,040 Marketable securities $ 1,032,436 $ 27,810 $ (334) $ 1,059,912 __________________ (1) Unrealized gains on equity securities included in our portfolio consist of the initial fair value adjustment recorded upon a security becoming marketable. |
Unrealized Gain (Loss) on Investments | The following table summarizes the fair value and gross unrealized losses of our investments that were in an unrealized loss position as of the dates indicated below: As of June 30, 2022 (In thousands) Fair Value Gross Corporate debt securities $ 458,699 $ (8,915) Municipal securities 58,722 (1,249) Sovereign securities 2,963 (53) U.S. Government agency securities 60,285 (1,183) U.S. Treasury securities 336,819 (8,378) Total $ 917,488 $ (19,778) As of June 30, 2021 (In thousands) Fair Value Gross Corporate debt securities $ 161,012 $ (135) Municipal securities 21,605 (33) U.S. Government agency securities 38,904 (49) U.S. Treasury securities 117,761 (117) Total $ 339,282 $ (334) |
Schedule of Contractual Maturities of Securities | The contractual maturities of securities classified as available-for-sale, regardless of their classification on our Consolidated Balance Sheets, as of the date indicated below were as follows: As of June 30, 2022 (In thousands) Amortized Fair Value Due within one year $ 571,149 $ 573,696 Due after one year through three years 563,855 549,404 $ 1,135,004 $ 1,123,100 |
BUSINESS COMBINATIONS AND DIS_2
BUSINESS COMBINATIONS AND DISPOSITIONS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Business Combinations and Dispositions [Abstract] | |
Schedule of Aggregate Purchase Consideration and Preliminary Purchase Price Allocation | The aggregate purchase consideration has been preliminarily allocated as follows (in thousands): Total purchase consideration $ 443,176 Less: cash acquired (11,652) Total purchase consideration, net of cash acquired $ 431,524 Allocation Accounts receivable 15,044 Inventory 13,552 Goodwill 271,783 Intangible assets 208,400 Other assets 5,188 Accrued officers' bonus (23,889) Other liabilities (12,759) Deferred tax liabilities (45,795) $ 431,524 |
Schedule of Estimated Fair Value and Weighted Average Useful Life of Acquired Intangible Assets | The estimated fair value and weighted-average useful life of the acquired intangible assets are as follows: (In thousands) Fair Value Weighted-Average Useful Lives Existing technology (1) $ 117,900 8 Customer relationships (2) 52,400 7 Order backlog (3) 35,000 1.5 Trade name/trademark (4) 3,100 3 Total identified intangible assets $ 208,400 _________________ (1) Existing technology was identified from the products of ECI and its fair value was determined using the Relief-from-Royalty method under the income approach, which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted-average cost of capital and weighted-average return on assets. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period. (2) Customer relationships represent the fair value of the existing relationships with ECI’s customers and its fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The economic useful life was determined based on historical customer turnover rates. (3) Order backlog primarily relates to the dollar value of purchase arrangements with customers, effective as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty. ECI’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within 12 months. The fair value was determined using the Multi-Period Excess Earning Method. The economic useful life is based on the time to fulfill the outstanding order backlog obligation. (4) Trade name / trademark primarily relates to ECI’s name. The fair value was determined by applying the Relief-from-Royalty Method under the income approach. The economic useful life was determined based on the expected life of the trade names, trademarks and domain names. |
Schedule of Net Assets Held-for-sale | As of June 30, 2022 the balances of Orbograph's net assets held for sale were as follows (in thousands): Cash $ 2,651 Trade and other receivables, net 14,748 Fixed assets 1,652 Intangible assets 18,588 Goodwill 42,622 Other long-term assets 1,404 Trade and other payables (5,448) Other liabilities (7,338) Minority interest (39) $ 68,840 |
GOODWILL AND PURCHASED INTANG_2
GOODWILL AND PURCHASED INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Rollforward | The following table presents goodwill carrying value and the movements by reporting unit during the fiscal years ended June 30, 2022 and 2021 (1) : (In thousands) Wafer Inspection and Patterning Global Service and Support (“GSS”) Specialty Semiconductor Process PCB and Display Component Inspection Total Balance as of June 30, 2020 $ 416,840 $ 25,908 $ 681,858 $ 907,221 $ 13,575 $ 2,045,402 Goodwill disposal from sale of business (2) — — — (34,250) — (34,250) Foreign currency adjustment 20 — — — — 20 Balance as of June 30, 2021 416,860 25,908 681,858 872,971 13,575 2,011,172 Acquired goodwill 308,952 — — — — 308,952 Foreign currency adjustment (75) — — — — (75) Balance as of June 30, 2022 $ 725,737 $ 25,908 $ 681,858 $ 872,971 $ 13,575 $ 2,320,049 _________________ (1) No goodwill was assigned to the Other reporting unit, and accordingly is not disclosed in the table above. (2) Refer to the Non-controlling Interest section of Note 10 “Equity, Long-term Incentive Compensation Plans and Non-Controlling Interest” for more information on the sale of PixCell Medical Technologies Ltd. (“PixCell”). |
Schedule of Purchased Intangible Assets | The components of purchased intangible assets as of the dates indicated below were as follows: (In thousands) As of June 30, 2022 As of June 30, 2021 Category Range of Gross Accumulated Net Gross Accumulated Net Existing technology 4-8 $ 1,523,691 $ 668,175 $ 855,516 $ 1,382,612 $ 499,219 $ 883,393 Customer relationships 4-9 366,567 167,819 198,748 305,817 131,386 174,431 Trade name/trademark 4-7 121,083 68,194 52,889 117,383 53,493 63,890 Order backlog and other <1-9 87,836 58,970 28,866 50,403 49,962 441 Intangible assets subject to amortization 2,099,177 963,158 1,136,019 1,856,215 734,060 1,122,155 IPR&D 64,457 6,062 58,395 63,256 100 63,156 Total $ 2,163,634 $ 969,220 $ 1,194,414 $ 1,919,471 $ 734,160 $ 1,185,311 |
Schedule of Amortization Expense for Purchased Intangible Assets | Amortization expense for purchased intangible assets for the periods indicated below was as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Amortization expense - Cost of revenues $ 168,957 $ 156,596 $ 145,823 Amortization expense - SG&A 60,017 49,531 74,532 Amortization expense - R&D 124 125 224 Total $ 229,098 $ 206,252 $ 220,579 |
Schedule of Remaining Estimated Amortization Expense | Based on the purchased intangible assets’ gross carrying value recorded as of June 30, 2022, the remaining estimated annual amortization expense is expected to be as follows: Fiscal Year Ending June 30: Amortization 2023 $ 260,161 2024 237,723 2025 221,421 2026 205,407 2027 127,861 Thereafter 83,446 Total $ 1,136,019 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Long-term and Short-term Instruments | The following table summarizes our debt as of June 30, 2022 and June 30, 2021: As of June 30, 2022 As of June 30, 2021 Amount Effective Amount Effective Fixed-rate 4.650% Senior Notes due on November 1, 2024 $ 1,250,000 4.682 % $ 1,250,000 4.682 % Fixed-rate 5.650% Senior Notes due on November 1, 2034 250,000 5.670 % 250,000 5.670 % Fixed-rate 4.100% Senior Notes due on March 15, 2029 800,000 4.159 % 800,000 4.159 % Fixed-rate 5.000% Senior Notes due on March 15, 2049 400,000 5.047 % 400,000 5.047 % Fixed-rate 3.300% Senior Notes due on March 1, 2050 750,000 3.302 % 750,000 3.302 % Fixed-rate 4.650% Senior Notes due on July 15, 2032 1,000,000 4.657 % — — % Fixed-rate 4.950% Senior Notes due on July 15, 2052 1,200,000 5.009 % — — % Fixed-rate 5.250% Senior Notes due on July 15, 2062 800,000 5.259 % — — % Revolving Credit Facility 275,000 2.258 % — — % Fixed-rate 3.590% Note Payable due on February 20, 2022 — — % 20,000 2.300 % Total 6,725,000 3,470,000 Unamortized discount/premium, net (19,304) (7,168) Unamortized debt issuance costs (44,978) (20,065) Total $ 6,660,718 $ 3,442,767 Reported as: Short-term debt — 20,000 Long-term debt 6,660,718 3,422,767 Total $ 6,660,718 $ 3,442,767 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Leases Cost | Supplemental cash flow information related to leases was as follows: Year Ended June 30, (In thousands) 2022 2021 Operating cash outflows from operating leases $ 37,994 $ 38,118 ROU assets obtained in exchange for new operating lease liabilities $ 55,886 $ 39,292 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of June 30, 2022 were as follows: Fiscal Year Ending June 30: Amount 2023 $ 34,305 2024 25,281 2025 19,348 2026 15,436 2027 11,484 2028 and thereafter 14,850 Total lease payments 120,704 Less imputed interest (7,117) Total $ 113,587 |
EQUITY, LONG-TERM INCENTIVE C_2
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Combined Activity Under Equity Incentive Plans | The following table summarizes the combined activity under our equity incentive plans: (In thousands) Available For Grant (1)(3)(5) Balances as of June 30, 2019 11,613 RSUs granted (2) (1,174) RSUs granted adjustment (4) 103 RSUs canceled 218 Balances as of June 30, 2020 10,760 RSUs granted (2) (761) RSUs granted adjustment (4) 102 RSUs canceled 152 Balances as of June 30, 2021 10,253 RSUs granted (2) (1,152) RSUs granted adjustment (4) 39 RSUs canceled 102 Balances as of June 30, 2022 9,242 __________________ (1) The number of RSUs reflects the application of the award multiplier of 2.0x as described above. (2) Includes RSUs granted to senior management with performance-based vesting criteria (in addition to service-based vesting criteria for any of such RSUs that are deemed to have been earned) (“performance-based RSU”). As of June 30, 2022, it had not yet been determined the extent to which (if at all) the performance-based vesting criteria had been satisfied. Therefore, this line item includes all such performance-based RSUs granted during the fiscal year, reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied (0.2 million shares, 0.2 million shares and 0.4 million shares for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, reflecting the application of the 2.0x multiplier described above). (3) Includes RSUs granted to executive management during the fiscal year ended June 30, 2019 with both a market condition and a service condition (“market-based RSU”). Under the award agreements, the vesting of the market-based RSUs is contingent on achieving total stockholder return (including stock price appreciation and cash dividends) objectives on a per share basis of equal to or greater than 150%, 175% and 200% multiplied by the measurement price of $116.39 during the five-year period ending March 20, 2024. The awards are split into three tranches and, to the extent that total stockholder return targets have been met, one-third of the maximum number of shares available under these awards will vest on each of the third, fourth, and fifth anniversaries of the grant date. As of June 30, 2022, the market conditions were met, resulting in all three tranches being eligible to vest, subject to the service condition. (4) Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the fiscal years ended June 30, 2022, 2021, and 2020. (5) No additional stock options, RSUs or other awards will be granted under the Assumed Equity Plans. |
Schedule of Stock-based Compensation Expense | The following table shows SBC expense for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 SBC expense by: Costs of revenues $ 21,108 $ 17,355 $ 14,680 R&D 27,618 23,337 23,530 SG&A 78,192 71,144 73,171 Total SBC expense $ 126,918 $ 111,836 $ 111,381 |
Schedule of Restricted Stock Activity | The following table shows the activity and weighted-average grant date fair value for RSUs during the fiscal year ended June 30, 2022: Shares (In thousands) (1) Weighted-Average Outstanding RSUs as of June 30, 2021 (2) 1,710 $ 133.76 Granted (2) 576 $ 353.27 Granted adjustments (3) (19) $ 118.47 Vested and released (377) $ 121.36 Withheld for taxes (240) $ 121.36 Forfeited (57) $ 164.11 Outstanding RSUs as of June 30, 2022 (2) 1,593 $ 218.03 __________________ (1) Share numbers reflect actual shares subject to awarded RSUs. Under the terms of the 2004 Plan, the number of shares subject to each award reflected in this number is multiplied by 2.0x to calculate the impact of the award on the share reserve under the 2004 Plan. (2) Includes performance-based RSUs. As of June 30, 2022, it had not yet been determined the extent to which (if at all) the performance-based criteria had been satisfied. Therefore, this line item includes all such RSUs, reported at the maximum possible number of shares (i.e., 0.1 million shares for the fiscal year ended June 30, 2022) that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum. (3) Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the fiscal year ended June 30, 2022. |
Schedule of Grant Date Fair Value, Weighted Average Grant Date Fair Value, and Tax Benefits for Restricted Stock Units | The following table shows the weighted-average grant date fair value per unit for the RSUs granted, vested, and tax benefits realized by us in connection with vested and released RSUs for the indicated periods: (In thousands, except for weighted-average grant date fair value) Year Ended June 30, 2022 2021 2020 Weighted-average grant date fair value per unit $ 353.27 $ 222.86 $ 146.94 Grant date fair value of vested RSUs $ 74,794 $ 80,887 $ 91,812 Tax benefits realized by us in connection with vested and released RSUs $ 23,634 $ 26,416 $ 21,960 |
Schedule of Employee Stock Purchase Rights Valuation | The fair value of each purchase right under the ESPP was estimated on the date of grant using the Black-Scholes model and the straight-line attribution approach with the following weighted-average assumptions: Year Ended June 30, 2022 2021 2020 Stock purchase plan: Expected stock price volatility 38.2 % 47.0 % 34.3 % Risk-free interest rate 0.1 % 0.4 % 2.1 % Dividend yield 1.2 % 1.6 % 2.2 % Expected life (in years) 0.50 0.50 0.50 |
Schedule of Tax Benefits Realized and Weighted-average fair value for the ESPP | The following table shows total cash received from employees for the issuance of shares under the ESPP, the number of shares purchased by employees through the ESPP, the tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP and the weighted-average fair value per share for the indicated periods: (In thousands, except for weighted-average fair value per share) Year Ended June 30, 2022 2021 2020 Total cash received from employees for the issuance of shares under the ESPP $ 113,015 $ 86,098 $ 74,849 Number of shares purchased by employees through the ESPP 419 431 561 Tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP $ 1,853 $ 1,972 $ 3,237 Weighted-average fair value per share based on Black-Scholes model $ 94.35 $ 59.84 $ 36.61 |
STOCK REPURCHASE PROGRAM (Table
STOCK REPURCHASE PROGRAM (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Share Repurchases | Share repurchase transactions for the indicated periods (based on the trade date of the applicable repurchase), excluding the $0.90 billion portion of the ASR upfront payment that was recorded as an unsettled forward contract in fiscal 2022, were as follows: (In thousands) Year Ended June 30, 2022 2021 2020 Number of shares of common stock repurchased 11,768 3,658 5,327 Total cost of repurchases $ 3,962,267 $ 944,607 $ 821,083 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | The following table sets forth the computation of basic and diluted net income per share attributable to KLA: (In thousands, except per share amounts) Year Ended June 30, 2022 2021 2020 Numerator: Net income attributable to KLA $ 3,321,807 $ 2,078,292 $ 1,216,785 Denominator: Weighted-average shares-basic, excluding unvested RSUs 150,494 154,086 156,797 Effect of dilutive RSUs and options 1,061 1,351 1,208 Weighted-average shares-diluted 151,555 155,437 158,005 Basic net income per share attributable to KLA $ 22.07 $ 13.49 $ 7.76 Diluted net income per share attributable to KLA $ 21.92 $ 13.37 $ 7.70 Anti-dilutive securities excluded from the computation of diluted net income per share 7 11 22 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Data Related to Foreign Defined Benefit Pension Plans | Summary data relating to our foreign defined benefit pension plans, including key weighted-average assumptions used, is provided in the following tables: Year Ended June 30, (In thousands) 2022 2021 Change in projected benefit obligation: Projected benefit obligation as of the beginning of the fiscal year $ 134,305 $ 119,870 Service cost 5,054 4,649 Interest cost 1,003 1,187 Contributions by plan participants 78 72 Actuarial loss 3,029 7,912 Benefit payments (2,164) (2,629) Plan amendment impact 670 — Settlements impact (1,010) — Foreign currency exchange rate changes and others, net (16,380) 3,244 Projected benefit obligation as of the end of the fiscal year $ 124,585 $ 134,305 Year Ended June 30, (In thousands) 2022 2021 Change in fair value of plan assets: Fair value of plan assets as of the beginning of the fiscal year $ 44,726 $ 37,928 Actual return on plan assets (1,087) 1,074 Employer contributions 6,955 6,103 Benefit and expense payments (2,160) (2,626) Settlements impact (1,010) — Foreign currency exchange rate changes and others, net (3,831) 2,247 Fair value of plan assets as of the end of the fiscal year $ 43,593 $ 44,726 As of June 30, (In thousands) 2022 2021 Underfunded status $ 80,992 $ 89,579 As of June 30, (In thousands) 2022 2021 Plans with accumulated benefit obligations in excess of plan assets: Accumulated benefit obligation $ 77,697 $ 81,924 Projected benefit obligation $ 124,585 $ 134,305 Plan assets at fair value $ 43,593 $ 44,726 |
Schedule of Weighted-Average Assumptions Used in Determining Benefit Obligation and Net Periodic Cost | Year Ended June 30, 2022 2021 2020 Weighted-average assumptions (1) : Discount rate 0.9% - 3.0% 0.5% - 1.7% 0.6% - 1.7% Expected rate of return on assets 0.9% - 3.0% 0.6% - 2.9% 0.8% - 2.9% Rate of compensation increases 2.3% - 5.0% 2.3% - 5.0% 1.8% - 4.5% __________________ |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | The following table presents losses recognized in AOCI before tax related to our foreign defined benefit pension plans: As of June 30, (In thousands) 2022 2021 Unrecognized prior service cost $ 12,414 $ — Unrealized net loss 19,400 30,375 Amount of losses recognized $ 31,814 $ 30,375 |
Schedule of Net Periodic Cost | The components of our net periodic cost relating to our foreign subsidiaries’ defined benefit pension plans are as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Components of net periodic pension cost: Service cost (1) $ 5,054 $ 4,649 $ 4,823 Interest cost 1,003 1,187 1,086 Return on plan assets (528) (549) (475) Amortization of prior service cost 671 — 3 Amortization of net loss 1,406 1,071 1,214 Loss due to settlement/curtailment 38 130 — Foreign currency exchange rate changes (19) — — Net periodic pension cost $ 7,625 $ 6,488 $ 6,651 __________________ (1) Service cost is reported in cost of revenues, R&D and SG&A expenses. All other components of net periodic pension cost are reported in other expense (income), net in the Consolidated Statements of Operations. |
Schedule of Foreign Plan Assets Measured at Fair Value on Recurring Basis | Foreign plan assets measured at fair value on a recurring basis consisted of the following investment categories as of June 30, 2022 and 2021, respectively: As of June 30, 2022 (In thousands) Total Quoted Prices in Significant Other Cash and cash equivalents $ 27,543 $ 27,543 $ — Bonds, equity securities and other investments 16,050 — 16,050 Total assets measured at fair value $ 43,593 $ 27,543 $ 16,050 As of June 30, 2021 (In thousands) Total Quoted Prices in Significant Other Cash and cash equivalents $ 25,458 $ 25,458 $ — Bonds, equity securities and other investments 19,268 — 19,268 Total assets measured at fair value $ 44,726 $ 25,458 $ 19,268 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Taxes, Domestic and Foreign | The components of income before income taxes were as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Domestic income before income taxes $ 1,909,699 $ 1,251,820 $ 752,844 Foreign income before income taxes 1,579,538 1,108,634 563,867 Total income before income taxes $ 3,489,237 $ 2,360,454 $ 1,316,711 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes was comprised of the following: (In thousands) Year Ended June 30, 2022 2021 2020 Current: Federal $ 341,614 $ 201,413 $ 108,136 State 14,149 6,164 518 Foreign 165,194 121,146 86,374 520,957 328,723 195,028 Deferred: Federal 11,564 (31,989) (26,743) State (311) (1,155) (1,174) Foreign (365,033) (12,478) (65,425) (353,780) (45,622) (93,342) Provision for income taxes $ 167,177 $ 283,101 $ 101,686 |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred income tax assets and liabilities were as follows: (In thousands) As of June 30, 2022 2021 Deferred tax assets: Tax credits and net operating losses $ 268,416 $ 237,480 Inventory reserves 86,059 81,224 Employee benefits accrual 78,021 82,055 Non-deductible reserves 53,426 36,267 Unearned revenue 11,843 15,712 SBC 9,864 7,284 Depreciation and amortization 1,760 — Unrealized loss on investments — 5,384 Other 56,911 54,615 Gross deferred tax assets 566,300 520,021 Valuation allowance (244,429) (204,433) Net deferred tax assets $ 321,871 $ 315,588 Deferred tax liabilities: Unremitted earnings of foreign subsidiaries not indefinitely reinvested $ (358,374) $ (278,014) Deferred profit (30,268) (10,044) Unrealized gain on investments (12,993) — Depreciation and amortization — (407,692) Total deferred tax liabilities (401,635) (695,750) Total net deferred tax liabilities $ (79,764) $ (380,162) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate was as follows: Year ended June 30, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % GILTI 2.0 % 2.6 % 3.0 % Net change in tax reserves 2.0 % (1.1) % 1.5 % State income taxes, net of federal benefit 0.3 % 0.2 % 0.2 % Tax rate change on deferred tax liability on purchased intangibles — % 1.7 % — % Non-deductible impairment of goodwill — % — % 4.1 % Effect of SBC (0.2) % (0.3) % (0.3) % R&D tax credit (1.1) % (1.1) % (1.8) % Foreign derived intangible income (4.0) % (4.3) % (5.0) % Effect of foreign operations taxed at various rates (4.2) % (6.6) % (12.1) % Restructuring (11.2) % — % (2.6) % Other 0.2 % (0.1) % (0.3) % Effective income tax rate 4.8 % 12.0 % 7.7 % |
Schedule of Income Tax Contingencies | A reconciliation of gross unrecognized tax benefits was as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Unrecognized tax benefits at the beginning of the year $ 149,642 $ 172,443 $ 146,426 Increases for tax positions taken in current year 49,311 31,113 34,278 Increases for tax positions taken in prior years 20,917 6,557 6,826 Decreases for settlements with taxing authorities — (28,651) — Decreases for tax positions taken in prior years (267) (19,360) (518) Decreases for lapsing of statutes of limitations (1,676) (12,460) (14,569) Unrecognized tax benefits at the end of the year $ 217,927 $ 149,642 $ 172,443 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Receivables Sold Under Factoring Agreements | The following table shows total receivables sold under factoring agreements and proceeds from sales of LC for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Receivables sold under factoring agreements $ 250,983 $ 305,565 $ 293,006 Proceeds from sales of LC $ 151,924 $ 133,679 $ 59,036 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments, Location, Designated and Non-Designated, Gains (Losses) | The gains (losses) on derivatives in cash flow and net investment hedging relationships recognized in OCI for the indicated periods were as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Derivatives Designated as Cash Flow Hedging Instruments: Rate lock agreements: Amounts included in the assessment of effectiveness $ 82,969 $ — $ — Foreign exchange contracts: Amounts included in the assessment of effectiveness $ 21,940 $ 3,897 $ (16,649) Amounts excluded from the assessment of effectiveness $ 43 $ (115) $ (90) Derivatives Designated as Net Investment Hedging Instruments: Foreign exchange contracts (1) $ 3,815 $ (191) $ — ________________ (1) No amounts were reclassified from AOCI into earnings related to the sale of a subsidiary. The locations and amounts of designated and non-designated derivatives’ gains and losses reported in the Consolidated Statements of Operations for the indicated periods were as follows: (In thousands) Revenues Costs of Revenues and Operating Expense Interest Expense Other Expense (Income), Net For the year ended June 30, 2020 Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 5,806,424 $ 4,304,223 $ 160,274 $ 2,678 Gains (Losses) on Derivatives Designated as Hedging Instruments: Rate lock agreements: Amount of gains (losses) reclassified from AOCI to earnings $ — $ — $ (637) $ — Foreign exchange contracts: Amount of gains (losses) reclassified from AOCI to earnings $ 4,473 $ (1,377) $ — $ — Amount excluded from the assessment of effectiveness recognized in earnings $ (387) $ — $ — $ — Gains (Losses) on Derivatives Not Designated as Hedging Instruments: Amount of gains (losses) recognized in earnings $ — $ — $ — $ 1,990 For the year ended June 30, 2021 Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 6,918,734 $ 4,430,254 $ 157,328 $ (29,302) Gains (Losses) on Derivatives Designated as Hedging Instruments: Rate lock agreements: Amount of gains (losses) reclassified from AOCI to earnings $ — $ — $ (1,116) $ — Foreign exchange contracts: Amount of gains (losses) reclassified from AOCI to earnings $ 920 $ 551 $ — $ — Amount excluded from the assessment of effectiveness recognized in earnings $ (536) $ — $ — $ 1,216 Gains (Losses) on Derivatives Not Designated as Hedging Instruments: Amount of gains (losses) recognized in earnings $ — $ — $ — $ 670 For the year ended June 30, 2022 Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 9,211,883 $ 5,557,702 $ 160,339 $ 4,605 Gains (Losses) on Derivatives Designated as Hedging Instruments: Rate lock agreements: Amount of gains (losses) reclassified from AOCI to earnings $ — $ — $ (1,007) $ — Foreign exchange contracts: Amount of gains (losses) reclassified from AOCI to earnings $ 11,219 $ (3,762) $ — $ — Amount excluded from the assessment of effectiveness recognized in earnings $ (531) $ — $ — $ 2,333 Gains (Losses) on Derivatives Not Designated as Hedging Instruments: Amount of gains (losses) recognized in earnings $ — $ — $ — $ (10,665) |
Schedule of Notional Amounts of Derivatives Outstanding | The U.S. dollar equivalent of all outstanding notional amounts of foreign currency hedge contracts, with maximum remaining maturities of approximately 11 months as of June 30, 2022 and 10 months as of June 30, 2021, were as follows: (In thousands) As of June 30, 2022 As of June 30, 2021 Cash flow hedge contracts - foreign currency Purchase $ 124,641 $ 12,550 Sell $ 176,259 $ 134,845 Net Investment hedge contracts - foreign currency Sell $ 66,436 $ 66,848 Other foreign currency hedge contracts Purchase $ 565,586 $ 264,292 Sell $ 389,368 $ 278,635 |
Schedule of Derivative Instruments, Fair Value | The locations and fair value of our derivatives reported in our Consolidated Balance Sheets as of the dates indicated below were as follows: Asset Derivatives Liability Derivatives Balance Sheet As of June 30, 2022 As of June 30, 2021 Balance Sheet As of June 30, 2022 As of June 30, 2021 (In thousands) Fair Value Fair Value Derivatives designated as hedging instruments Foreign exchange contracts Other current assets 20,595 3,940 Other current liabilities 8,406 272 Total derivatives designated as hedging instruments 20,595 3,940 8,406 272 Derivatives not designated as hedging instruments Foreign exchange contracts Other current assets 19,716 4,312 Other current liabilities 25,909 2,535 Total derivatives not designated as hedging instruments 19,716 4,312 25,909 2,535 Total derivatives $ 40,311 $ 8,252 $ 34,315 $ 2,807 |
Balances and Changes in Accumulated Other Comprehensive Income Related to Derivative Instruments | The changes in AOCI, before taxes, related to derivatives for the indicated periods were as follows: Year Ended June 30, (In thousands) 2022 2021 2020 Beginning balance $ (25,830) $ (29,602) $ (10,791) Amount reclassified to earnings as net (gains) losses (5,919) 181 (2,072) Net change in unrealized gains (losses) 108,767 3,591 (16,739) Ending balance $ 77,018 $ (25,830) $ (29,602) |
Offsetting of Derivative Assets and Liabilities | The information related to the offsetting arrangements for the periods indicated was as follows: As of June 30, 2022 Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets Net Amount of Derivatives Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 40,311 $ — $ 40,311 $ (12,291) $ — $ 28,020 Derivatives - liabilities $ (34,315) $ — $ (34,315) $ 12,291 $ — $ (22,024) As of June 30, 2021 Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets Net Amount of Derivatives Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 8,252 $ — $ 8,252 $ (2,492) $ — $ 5,760 Derivatives - liabilities $ (2,807) $ — $ (2,807) $ 2,492 $ — $ (315) |
Offsetting of Derivative Assets and Liabilities | The information related to the offsetting arrangements for the periods indicated was as follows: As of June 30, 2022 Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets Net Amount of Derivatives Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 40,311 $ — $ 40,311 $ (12,291) $ — $ 28,020 Derivatives - liabilities $ (34,315) $ — $ (34,315) $ 12,291 $ — $ (22,024) As of June 30, 2021 Gross Amounts of Derivatives Not Offset in the Consolidated Balance Sheets (In thousands) Gross Amounts of Derivatives Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets Net Amount of Derivatives Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount Derivatives - assets $ 8,252 $ — $ 8,252 $ (2,492) $ — $ 5,760 Derivatives - liabilities $ (2,807) $ — $ (2,807) $ 2,492 $ — $ (315) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table provides the transactions with these parties for the indicated periods (for the portion of such period that they were considered related): Year Ended June 30, (In thousands) 2022 2021 2020 Total revenues $ 2,334 $ 1,276 $ 4,237 Total purchases $ 1,082 $ 1,347 $ 2,414 |
SEGMENT REPORTING AND GEOGRAP_2
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Results for Reportable Segments | The following is a summary of results for each of our four reportable segments for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Semiconductor Process Control: Revenues $ 7,924,822 $ 5,734,825 $ 4,745,446 Segment gross profit $ 5,167,679 $ 3,705,222 $ 3,028,167 Specialty Semiconductor Process: Revenues $ 456,579 $ 369,216 $ 329,700 Segment gross profit $ 242,520 $ 206,706 $ 183,641 PCB, Display and Component Inspection: Revenues $ 832,176 $ 812,620 $ 727,451 Segment gross profit $ 378,964 $ 390,571 $ 315,723 Other: Revenues $ — $ 739 $ 3,614 Segment gross profit $ — $ (68) $ (63) Totals: Revenues for reportable segments $ 9,213,577 $ 6,917,400 $ 5,806,211 Segment gross profit $ 5,789,163 $ 4,302,431 $ 3,527,468 |
Reconciliation of Total Reportable Segments Revenue to Total Revenue | The following table reconciles total reportable segment revenue to total revenue for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Total revenues for reportable segments $ 9,213,577 $ 6,917,400 $ 5,806,211 Corporate allocations and effects of foreign exchange rates (1,694) 1,334 213 Total revenues $ 9,211,883 $ 6,918,734 $ 5,806,424 |
Reconciliation of Total Segment Gross Margin to Total Income Before Income Taxes | The following table reconciles total segment gross profit to total income before income taxes for the indicated periods: Year Ended June 30, (In thousands) 2022 2021 2020 Total segment gross profit $ 5,789,163 $ 4,302,431 $ 3,527,468 Acquisition-related charges, corporate allocations and effects of foreign exchange rates (1) 169,721 155,862 170,605 R&D 1,105,254 928,487 863,864 SG&A 860,007 729,602 734,149 Goodwill impairment — — 256,649 Interest expense 160,339 157,328 160,274 Loss on extinguishment of debt — — 22,538 Other expense (income), net 4,605 (29,302) 2,678 Income before income taxes $ 3,489,237 $ 2,360,454 $ 1,316,711 __________________ |
Schedule of Revenues by Geographic Region | The following is a summary of revenues by geographic region, based on ship-to location, for the indicated periods: (Dollar amounts in thousands) Year Ended June 30, 2022 2021 2020 Revenues: China $ 2,660,438 29 % $ 1,831,446 26 % $ 1,495,977 26 % Taiwan 2,528,482 27 % 1,690,558 25 % 1,598,201 27 % Korea 1,430,495 16 % 1,343,473 19 % 911,848 16 % North America 928,043 10 % 765,974 11 % 651,328 11 % Japan 724,773 8 % 639,381 9 % 660,772 11 % Europe and Israel 636,664 7 % 396,422 6 % 322,085 6 % Rest of Asia 302,988 3 % 251,480 4 % 166,213 3 % Total $ 9,211,883 100 % $ 6,918,734 100 % $ 5,806,424 100 % |
Schedule of Revenues by Major Products | The following is a summary of revenues by major products for the indicated periods: (Dollar amounts in thousands) Year ended June 30, 2022 2021 2020 Revenues: Wafer Inspection $ 4,014,726 44 % $ 2,661,167 39 % $ 2,080,484 36 % Patterning 2,050,025 22 % 1,505,990 22 % 1,278,382 22 % Specialty Semiconductor Process 414,811 4 % 304,627 4 % 269,667 5 % PCB, Display and Component Inspection 562,464 6 % 562,104 8 % 497,026 9 % Services 1,910,455 21 % 1,678,418 24 % 1,477,699 25 % Other 259,402 3 % 206,428 3 % 203,166 3 % Total $ 9,211,883 100 % $ 6,918,734 100 % $ 5,806,424 100 % |
Schedule of Long-Lived Assets by Geographic Region | Land, property and equipment, net by geographic region as of the dates indicated below were as follows: As of June 30, (In thousands) 2022 2021 Land, property and equipment, net: U.S. $ 547,454 $ 447,359 Singapore 146,057 76,882 Israel 72,791 57,403 Europe 55,370 56,895 Rest of Asia 28,257 24,488 Total $ 849,929 $ 663,027 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash Equivalents and Marketable Securities (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | |||
Credit losses on available-for-sale debt securities | $ 0 | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment | |||
Depreciation expense | $ 122.2 | $ 111.1 | $ 101.4 |
Buildings | Minimum | |||
Property, Plant and Equipment | |||
Property and equipment, useful life (in years) | 30 years | ||
Buildings | Maximum | |||
Property, Plant and Equipment | |||
Property and equipment, useful life (in years) | 50 years | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment | |||
Property and equipment, useful life (in years) | 15 years | ||
Machinery and equipment | Minimum | |||
Property, Plant and Equipment | |||
Property and equipment, useful life (in years) | 2 years | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment | |||
Property and equipment, useful life (in years) | 10 years | ||
Office furniture and fixtures | |||
Property, Plant and Equipment | |||
Property and equipment, useful life (in years) | 7 years |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill, Purchased Intangible Assets and Impairment Assessment (Details) | 12 Months Ended |
Jun. 30, 2022 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Useful Lives | 6 months |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Useful Lives | 9 years |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative Financial Instruments (Details) - Cash Flow Hedging - Derivatives designated as hedging instruments | 12 Months Ended |
Jun. 30, 2022 | |
Minimum | |
Derivative [Line Items] | |
Term of contract | 12 months |
Maximum | |
Derivative [Line Items] | |
Term of contract | 18 months |
DESCRIPTION OF BUSINESS AND S_8
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) | 12 Months Ended |
Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | |
Standard warranty coverage period | 12 months |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Standard warranty coverage period | 6 months |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Standard warranty coverage period | 12 months |
DESCRIPTION OF BUSINESS AND S_9
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounting for Cash-Based Long-Term Incentive Compensation (Details) - Cash Long-Term Incentive Plan | 12 Months Ended |
Jun. 30, 2022 Installment | |
Minimum | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Cash long-term incentive plan, equal vesting installments | 3 |
Cash long-term incentive plan, percentage of equal vesting installments | 33.33% |
Cash long-term incentive plan, vesting period | 3 years |
Maximum | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Cash long-term incentive plan, equal vesting installments | 4 |
Cash long-term incentive plan, percentage of equal vesting installments | 25% |
Cash long-term incentive plan, vesting period | 4 years |
DESCRIPTION OF BUSINESS AND _10
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounting for Non-qualified Deferred Compensation Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Non-qualified deferred compensation plan payout period | 15 years | ||
SG&A | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Executive deferred compensation program, compensation expense (benefit) | $ (44.2) | $ 56.5 | $ 13.3 |
Net gains (losses) on Deferred Savings Plan assets | $ (44.3) | $ 56.8 | $ 13.9 |
DESCRIPTION OF BUSINESS AND _11
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 01, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Net decrease of retained earnings | $ (1,399,090) | $ (3,375,642) | $ (2,681,010) | $ (2,677,693) | |
Cumulative Effect, Period of Adoption, Adjustment | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Net decrease of retained earnings | 5,530 | ||||
Retained Earnings | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Net decrease of retained earnings | $ (366,882) | $ (1,277,123) | (654,930) | $ (714,825) | |
Retained Earnings | Cumulative Effect, Period of Adoption, Adjustment | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Net decrease of retained earnings | $ 5,500 | $ 5,530 |
REVENUE - Schedule of Contract
REVENUE - Schedule of Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts receivable, net | |||
Accounts receivable, net | $ 1,811,877 | $ 1,305,479 | $ 1,107,413 |
Change in accounts receivable, net | $ 506,398 | $ 198,066 | |
Percentage change in accounts receivable, net | 39% | 18% | |
Contract assets | |||
Contract assets | $ 114,747 | $ 91,052 | 99,876 |
Change in contract assets | $ 23,695 | $ (8,824) | |
Percentage change in contract assets | 26% | (9.00%) | |
Contract liabilities | |||
Contract liabilities | $ 1,007,324 | $ 667,703 | $ 666,055 |
Change in contract liabilities | $ 339,621 | $ 1,648 | |
Percentage change in contract liabilities | 51% | 0% |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining payable acceptance, period | 30 days | |
Revenue recognized in excess of amount billed to customer | $ 96.2 | |
Decrease in contract assets, reclassified to accounts receivable | 72.6 | |
Change in contract liabilities, revenue recognized | $ 555.4 | $ 526.1 |
Minimum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Payment terms, required payment percentage of total contract consideration within 30 to 60 days of shipment | 70% | |
Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Payment terms, required payment percentage of total contract consideration within 30 to 60 days of shipment | 90% |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Remaining performance obligation | $ 13,110,000 | ||
Contract liabilities | $ 1,007,324 | $ 667,703 | $ 666,055 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, expected timing of satisfaction, period | 12 months | ||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, percentage | 40% | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, percentage | 50% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Other current assets: | ||
Derivative assets | $ 40,311 | $ 8,252 |
Liabilities | ||
Derivative liabilities | (34,315) | (2,807) |
Contingent consideration payable | (23,700) | |
Cash excluded from fair value measurement | 472,800 | 641,600 |
Time deposits excluded from fair value measurement | 274,900 | 210,600 |
Time deposits, cash equivalents excluded from fair value measurement | 140,700 | 101,700 |
Recurring | ||
Marketable securities: | ||
Marketable securities | 1,960,372 | 1,642,316 |
Other current assets: | ||
Derivative assets | 40,311 | 8,252 |
Other non-current assets: | ||
EDSP | 224,188 | 266,199 |
Total financial assets | 2,224,871 | 1,916,767 |
Liabilities | ||
Derivative liabilities | (34,315) | (2,807) |
Deferred payments | (2,350) | (4,550) |
Contingent consideration payable | (23,674) | (8,514) |
Total financial liabilities | (60,339) | (15,871) |
Recurring | Corporate debt securities | ||
Cash equivalents: | ||
Cash equivalents | 922 | |
Marketable securities: | ||
Marketable securities | 472,047 | 468,746 |
Recurring | Money market funds and other | ||
Cash equivalents: | ||
Cash equivalents | 948,027 | 691,375 |
Recurring | U.S. Government agency securities | ||
Marketable securities: | ||
Marketable securities | 91,116 | 145,921 |
Recurring | U.S. Treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 22,485 | |
Marketable securities: | ||
Marketable securities | 348,026 | 233,064 |
Recurring | Municipal securities | ||
Marketable securities: | ||
Marketable securities | 60,724 | 70,228 |
Recurring | Sovereign securities | ||
Marketable securities: | ||
Marketable securities | 5,990 | 3,052 |
Recurring | Equity securities | ||
Marketable securities: | ||
Marketable securities | 11,035 | 29,930 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Marketable securities: | ||
Marketable securities | 1,394,737 | 1,042,351 |
Other current assets: | ||
Derivative assets | 0 | 0 |
Other non-current assets: | ||
EDSP | 176,928 | 200,925 |
Total financial assets | 1,571,665 | 1,243,276 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Deferred payments | 0 | 0 |
Contingent consideration payable | 0 | 0 |
Total financial liabilities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate debt securities | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds and other | ||
Cash equivalents: | ||
Cash equivalents | 948,027 | 691,375 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Government agency securities | ||
Marketable securities: | ||
Marketable securities | 91,116 | 145,921 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable securities | 344,559 | 205,055 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Municipal securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Sovereign securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Equity securities | ||
Marketable securities: | ||
Marketable securities | 11,035 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Marketable securities: | ||
Marketable securities | 565,635 | 599,965 |
Other current assets: | ||
Derivative assets | 40,311 | 8,252 |
Other non-current assets: | ||
EDSP | 47,260 | 65,274 |
Total financial assets | 653,206 | 673,491 |
Liabilities | ||
Derivative liabilities | (34,315) | (2,807) |
Deferred payments | 0 | 0 |
Contingent consideration payable | 0 | 0 |
Total financial liabilities | (34,315) | (2,807) |
Recurring | Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Cash equivalents: | ||
Cash equivalents | 922 | |
Marketable securities: | ||
Marketable securities | 472,047 | 468,746 |
Recurring | Significant Other Observable Inputs (Level 2) | Money market funds and other | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | U.S. Government agency securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | U.S. Treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 22,485 | |
Marketable securities: | ||
Marketable securities | 3,467 | 28,009 |
Recurring | Significant Other Observable Inputs (Level 2) | Municipal securities | ||
Marketable securities: | ||
Marketable securities | 60,724 | 70,228 |
Recurring | Significant Other Observable Inputs (Level 2) | Sovereign securities | ||
Marketable securities: | ||
Marketable securities | 5,990 | 3,052 |
Recurring | Significant Other Observable Inputs (Level 2) | Equity securities | ||
Marketable securities: | ||
Marketable securities | 0 | 29,930 |
Recurring | Little or No Market Activity Inputs (Level 3) | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Other current assets: | ||
Derivative assets | 0 | 0 |
Other non-current assets: | ||
EDSP | 0 | 0 |
Total financial assets | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Deferred payments | (2,350) | (4,550) |
Contingent consideration payable | (23,674) | (8,514) |
Total financial liabilities | (26,024) | (13,064) |
Recurring | Little or No Market Activity Inputs (Level 3) | Corporate debt securities | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Little or No Market Activity Inputs (Level 3) | Money market funds and other | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Recurring | Little or No Market Activity Inputs (Level 3) | U.S. Government agency securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Little or No Market Activity Inputs (Level 3) | U.S. Treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Little or No Market Activity Inputs (Level 3) | Municipal securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Little or No Market Activity Inputs (Level 3) | Sovereign securities | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Recurring | Little or No Market Activity Inputs (Level 3) | Equity securities | ||
Marketable securities: | ||
Marketable securities | $ 0 | $ 0 |
FINANCIAL STATEMENT COMPONENT_2
FINANCIAL STATEMENT COMPONENTS - Balance Sheet Components (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Accounts receivable, net: | |||
Accounts receivable, gross | $ 1,832,508 | $ 1,323,515 | |
Allowance for credit losses | (20,631) | (18,036) | |
Accounts receivable, net | 1,811,877 | 1,305,479 | $ 1,107,413 |
Inventories: | |||
Customer service parts | 402,121 | 349,743 | |
Raw materials | 1,042,916 | 595,151 | |
Work-in-process | 451,782 | 453,432 | |
Finished goods | 250,070 | 177,054 | |
Inventories | 2,146,889 | 1,575,380 | |
Other current assets: | |||
Contract assets | 114,747 | 91,052 | $ 99,876 |
Deferred costs of revenue | 124,487 | 59,953 | |
Prepaid expenses | 108,942 | 76,649 | |
Prepaid income and other taxes | 89,713 | 68,847 | |
Other current assets | 64,248 | 24,366 | |
Other current assets, total | 502,137 | 320,867 | |
Land, property and equipment, net: | |||
Land | 67,846 | 67,862 | |
Buildings and leasehold improvements | 712,751 | 458,605 | |
Machinery and equipment | 819,191 | 743,710 | |
Office furniture and fixtures | 44,957 | 32,856 | |
Construction-in-process | 110,079 | 182,320 | |
Land, property and equipment, gross | 1,754,824 | 1,485,353 | |
Less: accumulated depreciation | (904,895) | (822,326) | |
Land, property and equipment, net | 849,929 | 663,027 | |
Other non-current assets: | |||
EDSP | 224,188 | 266,199 | |
Operating lease ROU assets | $ 126,444 | $ 102,883 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other non-current assets, total | Other non-current assets, total | |
Other non-current assets | $ 133,980 | $ 75,823 | |
Other non-current assets, total | 484,612 | 444,905 | |
Other current liabilities: | |||
Customer credits and advances | 515,118 | 250,784 | |
Compensation and benefits | 351,924 | 305,445 | |
Other accrued expenses | 253,265 | 180,982 | |
EDSP | 225,867 | 268,028 | |
Income taxes payable | 126,964 | 87,320 | |
Interest payable | $ 39,683 | $ 36,135 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities, total | Other current liabilities, total | |
Operating lease liabilities | $ 32,218 | $ 32,322 | |
Other current liabilities, total | 1,545,039 | 1,161,016 | |
Other non-current liabilities: | |||
Income taxes payable | 367,052 | 333,866 | |
Operating lease liabilities | 81,369 | 70,739 | |
Pension liabilities | 78,525 | 87,602 | |
Customer credits and advances | $ 204,914 | $ 0 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities, total | Other non-current liabilities, total | |
Other non-current liabilities | $ 150,782 | $ 139,083 | |
Other non-current liabilities, total | $ 882,642 | $ 631,290 |
FINANCIAL STATEMENT COMPONENT_3
FINANCIAL STATEMENT COMPONENTS - Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | $ 3,377,554 |
Ending balance | 1,401,351 |
Currency Translation Adjustments | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (32,563) |
Ending balance | (43,886) |
Unrealized Gains (Losses) on Available-for-Sale Securities | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | 595 |
Ending balance | (15,486) |
Unrealized Gains (Losses) on Derivatives | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (20,092) |
Ending balance | 56,836 |
Unrealized Gains (Losses) on Defined Benefit Plans | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (23,497) |
Ending balance | (24,935) |
Accumulated Other Comprehensive Income (Loss) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (75,557) |
Ending balance | $ (27,471) |
FINANCIAL STATEMENT COMPONENT_4
FINANCIAL STATEMENT COMPONENTS - Effects on Net Income of Amounts Reclassified from AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Revenues | $ 9,211,883 | $ 6,918,734 | $ 5,806,424 |
Costs of revenues and operating expenses | (5,557,702) | (4,430,254) | (4,304,223) |
Interest expense | (160,339) | (157,328) | (160,274) |
Net gains (losses) reclassified from AOCI | 3,321,807 | 2,078,292 | 1,216,785 |
Other expense (income), net | (4,605) | 29,302 | (2,678) |
Unrealized Gains (Losses) on Defined Benefit Plans | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Reclassification adjustment from AOCI, net of tax | 1,400 | 1,200 | 1,200 |
Reclassification out of accumulated other comprehensive income | Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Revenues | 10,688 | 384 | 4,086 |
Costs of revenues and operating expenses | (3,762) | 551 | (1,377) |
Interest expense | (1,007) | (1,116) | (637) |
Net gains (losses) reclassified from AOCI | 5,919 | (181) | 2,072 |
Reclassification out of accumulated other comprehensive income | Unrealized gains (losses) on available-for-sale securities | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other expense (income), net | $ 306 | $ (253) | $ (297) |
FINANCIAL STATEMENT COMPONENT_5
FINANCIAL STATEMENT COMPONENTS - Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Other expense (income), net: | |||
Interest income | $ (8,695) | $ (8,929) | $ (21,646) |
Foreign exchange losses, net | 3,925 | 5,005 | 4,236 |
Net realized losses (gains) on sale of investments | 306 | (253) | (297) |
Other | 9,069 | (25,125) | 20,385 |
Other expense (income), net | $ 4,605 | $ (29,302) | $ 2,678 |
MARKETABLE SECURITIES - Amortiz
MARKETABLE SECURITIES - Amortized Costs and Fair Value of Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Marketable Securities | ||
Available-for-sale securities, amortized cost | $ 1,135,004 | |
Available-for-sale securities, gross unrealized losses | (1,183) | $ (49) |
Available-for-sale securities, fair value | 1,123,100 | |
Money market funds and other | 948,027 | 691,375 |
Equity securities, amortized cost | 3,211 | 3,211 |
Equity securities, gross unrealized gains | 7,824 | 26,719 |
Equity securities, gross unrealized losses | 0 | 0 |
Equity securities, fair value | 11,035 | 29,930 |
Subtotal, amortized cost | 1,972,277 | 1,614,840 |
Subtotal, gross unrealized gains | 7,873 | 27,810 |
Subtotal, gross unrealized losses | (19,778) | (334) |
Subtotal, fair value | 1,960,372 | 1,642,316 |
Add: Time deposits | 274,873 | 210,636 |
Cash equivalents, amortized cost | 1,112,146 | 793,040 |
Cash equivalents, gross unrealized gains | 0 | 0 |
Cash equivalents, gross unrealized losses | (1) | 0 |
Cash equivalents, fair value | 1,112,145 | 793,040 |
Marketable securities, amortized cost | 1,135,004 | 1,032,436 |
Marketable securities, gross unrealized gains | 7,873 | 27,810 |
Marketable securities, gross unrealized losses | (19,777) | (334) |
Marketable securities, fair value | 1,123,100 | 1,059,912 |
Corporate debt securities | ||
Marketable Securities | ||
Available-for-sale securities, amortized cost | 481,881 | 468,192 |
Available-for-sale securities, gross unrealized gains | 3 | 689 |
Available-for-sale securities, gross unrealized losses | (8,915) | (135) |
Available-for-sale securities, fair value | 472,969 | 468,746 |
Municipal securities | ||
Marketable Securities | ||
Available-for-sale securities, amortized cost | 61,973 | 70,155 |
Available-for-sale securities, gross unrealized gains | 0 | 106 |
Available-for-sale securities, gross unrealized losses | (1,249) | (33) |
Available-for-sale securities, fair value | 60,724 | 70,228 |
Sovereign securities | ||
Marketable Securities | ||
Available-for-sale securities, amortized cost | 6,041 | 3,045 |
Available-for-sale securities, gross unrealized gains | 2 | 7 |
Available-for-sale securities, gross unrealized losses | (53) | 0 |
Available-for-sale securities, fair value | 5,990 | 3,052 |
U.S. Government agency securities | ||
Marketable Securities | ||
Available-for-sale securities, amortized cost | 92,273 | 145,810 |
Available-for-sale securities, gross unrealized gains | 26 | 160 |
Available-for-sale securities, fair value | 91,116 | 145,921 |
U.S. Treasury securities | ||
Marketable Securities | ||
Available-for-sale securities, amortized cost | 378,871 | 233,052 |
Available-for-sale securities, gross unrealized gains | 18 | 129 |
Available-for-sale securities, gross unrealized losses | (8,378) | (117) |
Available-for-sale securities, fair value | $ 370,511 | $ 233,064 |
MARKETABLE SECURITIES - Additio
MARKETABLE SECURITIES - Additional Information (Details) | Jun. 30, 2022 investment |
Marketable Securities | |
Number of investments in an unrealized loss position | 547 |
Corporate and Government Securities | |
Marketable Securities | |
Investment portfolio, maximum maturity term | 3 years |
MARKETABLE SECURITIES - Continu
MARKETABLE SECURITIES - Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Investments in an Unrealized Loss Position | ||
Fair Value | $ 917,488 | $ 339,282 |
Gross Unrealized Losses | (19,778) | (334) |
Corporate debt securities | ||
Investments in an Unrealized Loss Position | ||
Fair Value | 458,699 | 161,012 |
Gross Unrealized Losses | (8,915) | (135) |
Municipal securities | ||
Investments in an Unrealized Loss Position | ||
Fair Value | 58,722 | 21,605 |
Gross Unrealized Losses | (1,249) | (33) |
Sovereign securities | ||
Investments in an Unrealized Loss Position | ||
Fair Value | 2,963 | |
Gross Unrealized Losses | (53) | |
U.S. Government agency securities | ||
Investments in an Unrealized Loss Position | ||
Fair Value | 60,285 | 38,904 |
Gross Unrealized Losses | (1,183) | (49) |
U.S. Treasury securities | ||
Investments in an Unrealized Loss Position | ||
Fair Value | 336,819 | 117,761 |
Gross Unrealized Losses | $ (8,378) | $ (117) |
MARKETABLE SECURITIES - Contrac
MARKETABLE SECURITIES - Contractual Maturities of Securities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Amortized Cost | |
Due within one year | $ 571,149 |
Due after one year through three years | 563,855 |
Available-for-sale securities, amortized cost | 1,135,004 |
Fair Value | |
Due within one year | 573,696 |
Due after one year through three years | 549,404 |
Available-for-sale securities, fair value | $ 1,123,100 |
BUSINESS COMBINATIONS AND DIS_3
BUSINESS COMBINATIONS AND DISPOSITIONS - Fiscal 2022 Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
May 01, 2022 | Feb. 28, 2022 | Jul. 01, 2021 | Feb. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | |||||||
Total purchase consideration, net of cash acquired | $ 479,113 | $ 0 | $ 90,143 | ||||
Goodwill | 2,320,049 | $ 2,011,172 | $ 2,045,402 | ||||
Contingent consideration liability, current | 17,200 | ||||||
Contingent consideration | 23,700 | ||||||
Contingent consideration, non-current | 6,500 | ||||||
May 1, 2022 Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration, net of cash acquired | $ 8,600 | ||||||
ECI Technology, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding shares acquired | 100% | ||||||
Total purchase consideration, net of cash acquired | $ 431,500 | $ 431,524 | |||||
Goodwill | 271,783 | ||||||
Total purchase consideration | 443,176 | ||||||
Deferred tax liabilities | $ 45,795 | ||||||
Anchor Semiconductor Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 31,500 | ||||||
Total purchase consideration | 81,700 | ||||||
Additional consideration (up to) | 35,000 | ||||||
Contingent consideration liability, current | $ 13,500 | ||||||
Identifiable intangible assets | 31,700 | ||||||
Net tangible assets | 26,400 | ||||||
Deferred tax liabilities | $ 8,000 |
BUSINESS COMBINATIONS AND DIS_4
BUSINESS COMBINATIONS AND DISPOSITIONS - Schedule of Aggregate Purchase Consideration and Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Feb. 28, 2022 | Feb. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | |||||
Total purchase consideration, net of cash acquired | $ 479,113 | $ 0 | $ 90,143 | ||
Goodwill | $ 2,320,049 | $ 2,011,172 | $ 2,045,402 | ||
ECI Technology, Inc | |||||
Business Acquisition [Line Items] | |||||
Total purchase consideration | $ 443,176 | ||||
Less: cash acquired | (11,652) | ||||
Total purchase consideration, net of cash acquired | 431,500 | $ 431,524 | |||
Accounts receivable | 15,044 | ||||
Inventory | 13,552 | ||||
Goodwill | 271,783 | ||||
Intangible assets | 208,400 | ||||
Other assets | 5,188 | ||||
Accrued officers' bonus | (23,889) | ||||
Other liabilities | (12,759) | ||||
Deferred tax liabilities | (45,795) | ||||
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed | $ 431,524 |
BUSINESS COMBINATIONS AND DIS_5
BUSINESS COMBINATIONS AND DISPOSITIONS - Schedule of Estimated Fair Value and Weighted Average Useful Life of Acquired Intangible Assets (Details) - ECI Technology, Inc $ in Thousands | Feb. 28, 2022 USD ($) |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 208,400 |
Existing technology | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 117,900 |
Weighted-Average Useful Lives | 8 years |
Customer relationships | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 52,400 |
Weighted-Average Useful Lives | 7 years |
Order backlog | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 35,000 |
Weighted-Average Useful Lives | 1 year 6 months |
Trade name / trademark | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 3,100 |
Weighted-Average Useful Lives | 3 years |
BUSINESS COMBINATIONS AND DIS_6
BUSINESS COMBINATIONS AND DISPOSITIONS - Fiscal 2020 Acquisitions (Details) - USD ($) | 12 Months Ended | ||
Apr. 24, 2020 | Aug. 22, 2019 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | |||
Acquired goodwill | $ 308,952,000 | ||
Contingent consideration, non-current | 6,500,000 | ||
Privately-held company acquired on August 22, 2019 | |||
Business Acquisition [Line Items] | |||
Total purchase consideration | $ 94,000,000 | ||
Measurement period adjustment | 200,000 | ||
Contingent consideration (up to) | 60,000,000 | ||
Contingent consideration, non-current | 0 | ||
Wafer Inspection and Patterning Reporting Unit | |||
Business Acquisition [Line Items] | |||
Acquired goodwill | $ 308,952,000 | ||
Wafer Inspection and Patterning Reporting Unit | Privately-held company acquired on August 22, 2019 | |||
Business Acquisition [Line Items] | |||
Acquired goodwill | $ 54,200,000 | ||
Product Line Acquired On April 24, 2020 | |||
Business Acquisition [Line Items] | |||
Purchase consideration to acquire product line | $ 11,400,000 | ||
Product Line Acquired On April 24, 2020 | Wafer Inspection and Patterning Reporting Unit | |||
Business Acquisition [Line Items] | |||
Acquired goodwill | $ 2,200,000 |
BUSINESS COMBINATIONS AND DIS_7
BUSINESS COMBINATIONS AND DISPOSITIONS - Assets Held for Sale (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Orbograph | Disposal Group, Held-for-sale, Not Discontinued Operations | |
Business Acquisition [Line Items] | |
Period expected to complete sale | 12 months |
Impairment of assets to be disposed of | $ 0 |
Orbograph | |
Business Acquisition [Line Items] | |
Non-controlling interest, ownership | 94% |
BUSINESS COMBINATIONS AND DIS_8
BUSINESS COMBINATIONS AND DISPOSITIONS - Schedule of Balances of Orbograph's Net Assets Held for Sale (Details) - Orbograph - Disposal Group, Held-for-sale, Not Discontinued Operations $ in Thousands | Jun. 30, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 2,651,000 |
Trade and other receivables, net | 14,748,000 |
Fixed assets | 1,652,000 |
Intangible assets | 18,588,000 |
Goodwill | 42,622,000 |
Other long-term assets | 1,404,000 |
Trade and other payables | (5,448,000) |
Other liabilities | (7,338,000) |
Minority interest | (39,000) |
Total, net assets held-for-sale | $ 68,840,000 |
GOODWILL AND PURCHASED INTANG_3
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) reportingUnit | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | |
Goodwill [Line Items] | ||||||
Number of reportable segments | 4 | 4 | ||||
Number of operating segments | segment | 6 | |||||
Goodwill, impairment loss, number of reporting units | reportingUnit | 2 | |||||
Goodwill impairment | $ 0 | $ 0 | $ 256,649,000 | |||
Non-deductible impairment of goodwill | 534,200,000 | $ 534,200,000 | $ 534,200,000 | 534,200,000 | ||
Impairment of intangible assets | 0 | $ 0 | ||||
Specialty Semiconductor Process | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 144,200,000 | |||||
Non-deductible impairment of goodwill | 144,200,000 | 144,200,000 | 144,200,000 | |||
PCB and Display | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 112,500,000 | |||||
Non-deductible impairment of goodwill | 112,500,000 | 112,500,000 | 112,500,000 | |||
Wafer Inspection and Patterning Reporting Unit | ||||||
Goodwill [Line Items] | ||||||
Non-deductible impairment of goodwill | $ 277,600,000 | $ 277,600,000 | $ 277,600,000 |
GOODWILL AND PURCHASED INTANG_4
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 2,011,172,000 | $ 2,045,402,000 |
Goodwill, disposal from sale of business | (34,250,000) | |
Acquired goodwill | 308,952,000 | |
Foreign currency adjustment | (75,000) | 20,000 |
Goodwill, ending balance | 2,320,049,000 | 2,011,172,000 |
Goodwill | 2,320,049,000 | 2,011,172,000 |
Wafer Inspection and Patterning Reporting Unit | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 416,860,000 | 416,840,000 |
Goodwill, disposal from sale of business | 0 | |
Acquired goodwill | 308,952,000 | |
Foreign currency adjustment | (75,000) | 20,000 |
Goodwill, ending balance | 725,737,000 | 416,860,000 |
Goodwill | 725,737,000 | 416,860,000 |
Global Service and Support (“GSS”) | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 25,908,000 | 25,908,000 |
Goodwill, disposal from sale of business | 0 | |
Acquired goodwill | 0 | |
Foreign currency adjustment | 0 | 0 |
Goodwill, ending balance | 25,908,000 | 25,908,000 |
Goodwill | 25,908,000 | 25,908,000 |
Specialty Semiconductor Process | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 681,858,000 | 681,858,000 |
Goodwill, disposal from sale of business | 0 | |
Acquired goodwill | 0 | |
Foreign currency adjustment | 0 | 0 |
Goodwill, ending balance | 681,858,000 | 681,858,000 |
Goodwill | 681,858,000 | 681,858,000 |
PCB and Display | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 872,971,000 | 907,221,000 |
Goodwill, disposal from sale of business | (34,250,000) | |
Acquired goodwill | 0 | |
Foreign currency adjustment | 0 | 0 |
Goodwill, ending balance | 872,971,000 | 872,971,000 |
Goodwill | 872,971,000 | 872,971,000 |
Component Inspection | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 13,575,000 | 13,575,000 |
Goodwill, disposal from sale of business | 0 | |
Acquired goodwill | 0 | |
Foreign currency adjustment | 0 | 0 |
Goodwill, ending balance | 13,575,000 | 13,575,000 |
Goodwill | 13,575,000 | 13,575,000 |
Other reporting unit | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | |
Goodwill, ending balance | 0 | 0 |
Goodwill | $ 0 | $ 0 |
GOODWILL AND PURCHASED INTANG_5
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 2,099,177 | $ 1,856,215 |
Finite-lived intangible assets, accumulated amortization and Impairment | 963,158 | 734,060 |
Total | 1,136,019 | 1,122,155 |
Intangible assets, gross | 2,163,634 | 1,919,471 |
Finite-lived intangible assets, accumulated amortization and Impairment | 969,220 | 734,160 |
Purchased intangible assets, net | 1,194,414 | 1,185,311 |
IPR&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 64,457 | 63,256 |
Intangible assets, accumulated amortization and Impairment | 6,062 | 100 |
Indefinite-lived intangible assets (excluding goodwill), net of other accumulated adjustment | 58,395 | 63,156 |
Existing technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,523,691 | 1,382,612 |
Finite-lived intangible assets, accumulated amortization and Impairment | 668,175 | 499,219 |
Total | 855,516 | 883,393 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 366,567 | 305,817 |
Finite-lived intangible assets, accumulated amortization and Impairment | 167,819 | 131,386 |
Total | 198,748 | 174,431 |
Trade name/trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 121,083 | 117,383 |
Finite-lived intangible assets, accumulated amortization and Impairment | 68,194 | 53,493 |
Total | 52,889 | 63,890 |
Order backlog and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 87,836 | 50,403 |
Finite-lived intangible assets, accumulated amortization and Impairment | 58,970 | 49,962 |
Total | $ 28,866 | $ 441 |
Minimum | Existing technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Useful Lives (in years) | 4 years | |
Minimum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Useful Lives (in years) | 4 years | |
Minimum | Trade name/trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Useful Lives (in years) | 4 years | |
Minimum | Order backlog and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Useful Lives (in years) | 1 year | |
Maximum | Existing technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Useful Lives (in years) | 8 years | |
Maximum | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Useful Lives (in years) | 9 years | |
Maximum | Trade name/trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Useful Lives (in years) | 7 years | |
Maximum | Order backlog and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Useful Lives (in years) | 9 years |
GOODWILL AND PURCHASED INTANG_6
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Amortization Expense for Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 229,098 | $ 206,252 | $ 220,579 |
Costs of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 168,957 | 156,596 | 145,823 |
SG&A | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 60,017 | 49,531 | 74,532 |
R&D | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 124 | $ 125 | $ 224 |
GOODWILL AND PURCHASED INTANG_7
GOODWILL AND PURCHASED INTANGIBLE ASSETS - Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Remaining Estimated Amortization Expense | ||
2023 | $ 260,161 | |
2024 | 237,723 | |
2025 | 221,421 | |
2026 | 205,407 | |
2027 | 127,861 | |
Thereafter | 83,446 | |
Total | $ 1,136,019 | $ 1,122,155 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Debt Instrument | ||
Total | $ 6,725,000,000 | $ 3,470,000,000 |
Unamortized discount/premium, net | (19,304,000) | (7,168,000) |
Unamortized debt issuance costs | (44,978,000) | (20,065,000) |
Total | 6,660,718,000 | 3,442,767,000 |
Short-term debt | 0 | 20,000,000 |
Long-term debt | 6,660,718,000 | 3,422,767,000 |
Revolving Credit Facility | Line of credit | ||
Debt Instrument | ||
Long-term debt, gross | $ 275,000,000 | $ 0 |
Effective Interest Rate | 2.258% | 0% |
Line of credit | Revolving Credit Facility | ||
Debt Instrument | ||
Long-term debt, gross | $ 275,000,000 | |
Fixed-rate 4.650% Senior Notes due on November 1, 2024 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 4.65% | 4.65% |
Long-term debt, gross | $ 1,250,000,000 | $ 1,250,000,000 |
Effective Interest Rate | 4.682% | 4.682% |
Unamortized discount/premium, net | $ (4,000,000) | |
Fixed-rate 5.650% Senior Notes due on November 1, 2034 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 5.65% | |
Long-term debt, gross | $ 250,000,000 | $ 250,000,000 |
Effective Interest Rate | 5.67% | 5.67% |
Fixed-rate 4.100% Senior Notes due on March 15, 2029 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 4.10% | |
Long-term debt, gross | $ 800,000,000 | $ 800,000,000 |
Effective Interest Rate | 4.159% | 4.159% |
Fixed-rate 5.000% Senior Notes due on March 15, 2049 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 5% | |
Long-term debt, gross | $ 400,000,000 | $ 400,000,000 |
Effective Interest Rate | 5.047% | 5.047% |
Fixed-rate 3.300% Senior Notes due on March 1, 2050 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 3.30% | |
Long-term debt, gross | $ 750,000,000 | $ 750,000,000 |
Effective Interest Rate | 3.302% | 3.302% |
Unamortized discount/premium, net | $ (300,000) | |
Fixed-rate 4.650% Senior Notes due on July 15, 2032 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 4.65% | |
Long-term debt, gross | $ 1,000,000,000 | $ 0 |
Effective Interest Rate | 4.657% | 0% |
Fixed-rate 4.950% Senior Notes due on July 15, 2052 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 4.95% | |
Long-term debt, gross | $ 1,200,000,000 | $ 0 |
Effective Interest Rate | 5.009% | 0% |
Fixed-rate 5.250% Senior Notes due on July 15, 2062 | Senior notes | ||
Debt Instrument | ||
Stated interest rate | 5.25% | |
Long-term debt, gross | $ 800,000,000 | $ 0 |
Effective Interest Rate | 5.259% | 0% |
Fixed-rate 3.590% Note Payable due on February 20, 2022 | ||
Debt Instrument | ||
Effective Interest Rate | 0% | 2.30% |
Notes payable | $ 0 | $ 20,000,000 |
Fixed-rate 3.590% Note Payable due on February 20, 2022 | Notes Payable | ||
Debt Instrument | ||
Stated interest rate | 3.59% |
DEBT - Senior Notes and Debt Re
DEBT - Senior Notes and Debt Redemption (Details) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 07, 2022 USD ($) | Feb. 29, 2020 USD ($) | Oct. 31, 2019 USD ($) | Nov. 30, 2017 USD ($) | Jun. 30, 2022 USD ($) derivativeInstrument | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | Mar. 31, 2019 USD ($) | Nov. 30, 2014 USD ($) | |
Debt Instrument | |||||||||
Repayment of debt | $ 620,000,000 | $ 70,000,000 | $ 1,171,033,000 | ||||||
Loss on extinguishment of debt | $ 0 | 0 | $ 22,538,000 | ||||||
Number of derivative instruments held | derivativeInstrument | 4 | ||||||||
Unamortized discount | $ 19,304,000 | $ 7,168,000 | |||||||
Senior notes | |||||||||
Debt Instrument | |||||||||
Repayment of debt | $ 250,000,000 | $ 250,000,000 | |||||||
Redemption price | 101% | ||||||||
Fair value disclosure | 6,390,000,000 | $ 3,980,000,000 | |||||||
Senior notes | 2022 Senior Notes | |||||||||
Debt Instrument | |||||||||
Debt instrument, face amount | 3,000,000,000 | ||||||||
Unamortized discount | 12,800,000 | ||||||||
Senior notes | Fixed-rate 4.650% Senior Notes due on July 15, 2032 | |||||||||
Debt Instrument | |||||||||
Debt instrument, face amount | $ 1,000,000,000 | ||||||||
Stated interest rate | 4.65% | ||||||||
Senior notes | Fixed-rate 4.950% Senior Notes due on July 15, 2052 | |||||||||
Debt Instrument | |||||||||
Debt instrument, face amount | $ 1,200,000,000 | ||||||||
Stated interest rate | 4.95% | ||||||||
Senior notes | Fixed-rate 5.250% Senior Notes due on July 15, 2062 | |||||||||
Debt Instrument | |||||||||
Debt instrument, face amount | $ 800,000,000 | ||||||||
Stated interest rate | 5.25% | ||||||||
Senior notes | 2020 Senior Notes | |||||||||
Debt Instrument | |||||||||
Debt instrument, face amount | $ 750,000,000 | ||||||||
Stated interest rate | 3.30% | ||||||||
Unamortized discount | $ 300,000 | ||||||||
Senior notes | Senior Notes Due 2021 | |||||||||
Debt Instrument | |||||||||
Debt repurchase amount | 500,000,000 | ||||||||
Senior notes | 2019 Senior Notes | |||||||||
Debt Instrument | |||||||||
Debt instrument, face amount | $ 1,200,000,000 | ||||||||
Unamortized discount | $ 6,700,000 | ||||||||
Senior notes | 2014 Senior Notes | |||||||||
Debt Instrument | |||||||||
Debt instrument, face amount | $ 2,500,000,000 | ||||||||
Stated interest rate | 4.65% | 4.65% | |||||||
Unamortized discount | $ 4,000,000 | ||||||||
Senior notes | 2014 Senior Notes | Subsequent Event | |||||||||
Debt Instrument | |||||||||
Debt repurchase amount | $ 500,000,000 | ||||||||
Loss on extinguishment of debt | $ 13,000,000 | ||||||||
Line of credit | Revolving Credit Facility | |||||||||
Debt Instrument | |||||||||
Repayment of debt | $ 200,000,000 |
DEBT - Revolving Credit Facilit
DEBT - Revolving Credit Facility (Details) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 USD ($) | Nov. 30, 2017 quarter | Jun. 30, 2022 USD ($) extension quarter | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | |
Debt Instrument | |||||
Amounts borrowed from credit facility | $ 875,000,000 | $ 0 | $ 450,000,000 | ||
Revolving Credit Facility | SOFR | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 0.10% | ||||
Line of credit | Revolving Credit Facility | |||||
Debt Instrument | |||||
Maximum borrowing capacity | $ 1,000,000,000 | 1,500,000,000 | |||
Debt instrument, term | 5 years | ||||
Increase of borrowing capacity | 250,000,000 | ||||
Amounts borrowed from credit facility | 600,000,000 | ||||
Payment of revolving credit facility | 600,000,000 | ||||
Debt outstanding | $ 275,000,000 | ||||
Debt number of extension | extension | 2 | ||||
Extension period (in year) | 1 year | ||||
Commitment fee percentage (in bps) | 0.09% | ||||
Covenant compliance, number of consecutive quarters | quarter | 4 | 4 | |||
Covenant compliance, minimum interest expense coverage ratio | 3.50 | ||||
Covenant compliance, maximum leverage ratio | 3.50 | ||||
Minimum leverage ratio under a material acquisition or series of material acquisitions | 4 | ||||
Line of credit | Revolving Credit Facility | Minimum | |||||
Debt Instrument | |||||
Commitment fee percentage (in bps) | 0.045% | ||||
Line of credit | Revolving Credit Facility | Maximum | |||||
Debt Instrument | |||||
Commitment fee percentage (in bps) | 0.125% | ||||
Line of credit | Revolving Credit Facility | SOFR | Minimum | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 0.75% | ||||
Line of credit | Revolving Credit Facility | SOFR | Maximum | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 1.25% | ||||
Line of credit | Revolving Credit Facility | Alternative base rate | Minimum | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 0% | ||||
Line of credit | Revolving Credit Facility | Alternative base rate | Maximum | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 0.25% | ||||
Line of credit | Revolving Credit Facility | LIBOR | |||||
Debt Instrument | |||||
Basis spread on variable rate (in bps) | 1% |
DEBT - Notes Payable (Details)
DEBT - Notes Payable (Details) - Notes Payable - Fixed-rate 3.590% Note Payable due on February 22, 2022 - USD ($) | Feb. 22, 2022 | Feb. 20, 2021 | Jun. 30, 2022 | Dec. 31, 2020 |
Debt Instrument | ||||
Debt instrument, face amount | $ 40,000,000 | |||
Repayments of debt | $ 20,000,000 | $ 20,000,000 | ||
Debt instrument premium | $ 300,000 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Total lease expense | $ 36.6 | $ 38.9 | $ 35.1 |
Operating lease, weighted average remaining lease term | 4 years 9 months 18 days | 4 years 7 months 6 days | |
Operating lease, weighted average discount rate | 2.18% | 1.64% | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms | 15 years |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Operating cash outflows from operating leases | $ 37,994 | $ 38,118 |
ROU assets obtained in exchange for new operating lease liabilities | $ 55,886 | $ 39,292 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2023 | $ 34,305 |
2024 | 25,281 |
2025 | 19,348 |
2026 | 15,436 |
2027 | 11,484 |
2028 and thereafter | 14,850 |
Total lease payments | 120,704 |
Less imputed interest | (7,117) |
Total | $ 113,587 |
EQUITY, LONG-TERM INCENTIVE C_3
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Equity Incentive Program and Assumed Equity Plans (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Feb. 20, 2019 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2020 USD ($) shares | Jun. 30, 2019 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Goodwill | $ | $ 2,320,049 | $ 2,011,172 | $ 2,045,402 | ||
Maximum number of shares available for grant (in shares) | shares | 9,242,000 | 10,253,000 | 10,760,000 | 11,613,000 | |
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected stock price volatility, minimum | 27.80% | ||||
Expected stock price volatility, maximum | 28.10% | ||||
Risk-free interest rate, minimum | 2.30% | ||||
Risk-free interest rate, maximum | 2.40% | ||||
Restricted stock units | Third anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Service period | 3 years | ||||
Restricted stock units | Fourth anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Service period | 4 years | ||||
Restricted stock units | Fifth anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Service period | 5 years | ||||
Restricted stock units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividend yield | 2.40% | ||||
Restricted stock units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividend yield | 2.50% | ||||
2004 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuance (in shares) | shares | 9,200,000 | ||||
Impact on share reserve multiplier | 2 | ||||
Assumed Equity Plans | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 53.3 | ||||
Assumed Equity Plans | Assumed Equity Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated fair value of the Assumed Equity Awards | $ | $ 55,000 | ||||
Stock based compensation expense recognized over the remaining service period | $ | $ 41,700 | ||||
Assumed Equity Plans | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares available for grant (in shares) | shares | 14,558 | ||||
Assumed Equity Plans | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares available for grant (in shares) | shares | 518,971 | 20,799 | |||
Weighted-average fair value per RSU assumed upon Orbotech Acquisition (in dollars per share) | $ / shares | $ 104.5 | ||||
Assumed Equity Plans | Orbotech | Assumed Equity Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Goodwill | $ | $ 13,300 |
EQUITY, LONG-TERM INCENTIVE C_4
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Equity Incentive Plans General Information (Details) shares in Thousands | 12 Months Ended | ||
Jun. 30, 2022 tranche $ / shares shares | Jun. 30, 2021 shares | Jun. 30, 2020 shares | |
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Balance as of beginning of period (in shares) | 10,253 | 10,760 | 11,613 |
RSUs granted (in shares) | (1,152) | (761) | (1,174) |
RSUs granted adjustment (in shares) | 39 | 102 | 103 |
RSUs canceled (in shares) | 102 | 152 | 218 |
Balance as of end of period (in shares) | 9,242 | 10,253 | 10,760 |
Maximum number of shares available for grant (in shares) | 9,242 | 10,253 | 10,760 |
Restricted stock unit, Performance-based and Service-based | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Measurement price (in dollars per share) | $ / shares | $ 116.39 | ||
Service period | 5 years | ||
Award vesting tranches | tranche | 3 | ||
Restricted stock unit, Performance-based and Service-based | Third anniversary | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Service and performance-based, percentage of equal vesting installments (as a percent) | 33.3333% | ||
Restricted stock unit, Performance-based and Service-based | Fourth anniversary | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Service and performance-based, percentage of equal vesting installments (as a percent) | 33.3333% | ||
Restricted stock unit, Performance-based and Service-based | Fifth anniversary | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Service and performance-based, percentage of equal vesting installments (as a percent) | 33.3333% | ||
Restricted stock unit, Performance-based and Service-based | Senior Management | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Balance as of beginning of period (in shares) | 200 | 400 | |
Balance as of end of period (in shares) | 200 | 200 | 400 |
Maximum number of shares available for grant (in shares) | 200 | 200 | 400 |
Restricted stock unit, Performance-based and Service-based | Vesting on third anniversary of grant date | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Total stockholder return percentage | 150% | ||
Restricted stock unit, Performance-based and Service-based | Vesting on fourth anniversary of grant date | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Total stockholder return percentage | 175% | ||
Restricted stock unit, Performance-based and Service-based | Vesting on fifth anniversary of grant date | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Total stockholder return percentage | 200% | ||
2004 Plan | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Impact on share reserve multiplier | 2 | ||
2004 Plan | Restricted stock unit, Performance-based and Service-based | |||
Total Shares Available for Grant under the Company's equity incentive plans: | |||
Balance as of end of period (in shares) | 100 | ||
Maximum number of shares available for grant (in shares) | 100 |
EQUITY, LONG-TERM INCENTIVE C_5
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock-based compensation expense | |||
Stock-based compensation expense | $ 126,918 | $ 111,836 | $ 111,381 |
Stock-based compensation capitalized as inventory | 8,600 | 8,000 | |
Costs of revenues | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 21,108 | 17,355 | 14,680 |
R&D | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 27,618 | 23,337 | 23,530 |
SG&A | |||
Stock-based compensation expense | |||
Stock-based compensation expense | $ 78,192 | $ 71,144 | $ 73,171 |
EQUITY, LONG-TERM INCENTIVE C_6
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Restricted Stock Unit Activities (Details) shares in Thousands | 12 Months Ended | |||
Jun. 30, 2022 $ / shares shares | Jun. 30, 2021 $ / shares shares | Jun. 30, 2020 $ / shares shares | Jun. 30, 2019 shares | |
Restricted Stock Units Activity Rollforward | ||||
Granted (in shares) | 1,152 | 761 | 1,174 | |
Granted adjustments (in shares) | 39 | 102 | 103 | |
Forfeited (in shares) | (102) | (152) | (218) | |
Weighted-Average Grant Date Fair Value | ||||
Maximum number of shares available for grant (in shares) | 9,242 | 10,253 | 10,760 | 11,613 |
Restricted stock units | ||||
Weighted-Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ / shares | $ 353.27 | $ 222.86 | $ 146.94 | |
2004 Plan | ||||
Weighted-Average Grant Date Fair Value | ||||
Impact on share reserve multiplier | 2 | |||
2004 Plan | Restricted stock units | ||||
Restricted Stock Units Activity Rollforward | ||||
Outstanding RSUs, beginning balance (in shares) | 1,710 | |||
Granted (in shares) | 576 | |||
Granted adjustments (in shares) | (19) | |||
Vested and released (in shares) | (377) | |||
Withheld for taxes (in shares) | (240) | |||
Forfeited (in shares) | (57) | |||
Outstanding RSUs, ending balance (in shares) | 1,593 | 1,710 | ||
Weighted-Average Grant Date Fair Value | ||||
Outstanding RSUs, beginning balance (in dollars per share) | $ / shares | $ 133.76 | |||
Granted (in dollars per share) | $ / shares | 353.27 | |||
Granted adjustments (in dollars per share) | $ / shares | 118.47 | |||
Vested and released (in dollars per share) | $ / shares | 121.36 | |||
Withheld for taxes (in dollars per share) | $ / shares | 121.36 | |||
Forfeited (in dollars per share) | $ / shares | 164.11 | |||
Outstanding RSUs, ending balance (in dollars per share) | $ / shares | $ 218.03 | $ 133.76 | ||
2004 Plan | Restricted stock unit, Performance-based and Service-based | ||||
Weighted-Average Grant Date Fair Value | ||||
Maximum number of shares available for grant (in shares) | 100 |
EQUITY, LONG-TERM INCENTIVE C_7
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Restricted Stock Unit Activities General Information (Details) | 12 Months Ended |
Jun. 30, 2022 Installment | |
Restricted stock unit, Performance-based and Service-based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, number of equal vesting installments | 2 |
Restricted stock unit, Performance-based and Service-based | Third anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, percentage of equal vesting installments (as a percent) | 33.3333% |
Restricted stock unit, Performance-based and Service-based | Fourth anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, percentage of equal vesting installments (as a percent) | 33.3333% |
Restricted stock unit, Performance-based and Service-based | Fifth anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, percentage of equal vesting installments (as a percent) | 33.3333% |
Restricted Stock Unit, Market-based And Service-based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, number of equal vesting installments | 3 |
Restricted Stock Unit, Market-based And Service-based | Third anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, percentage of equal vesting installments (as a percent) | 33.3333% |
Restricted Stock Unit, Market-based And Service-based | Fourth anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, percentage of equal vesting installments (as a percent) | 33.3333% |
Restricted Stock Unit, Market-based And Service-based | Fifth anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, percentage of equal vesting installments (as a percent) | 33.3333% |
Minimum | Restricted stock unit, Service-based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service-based vesting period | 2 years |
Maximum | Restricted stock unit, Service-based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service-based vesting period | 4 years |
Maximum | Restricted stock unit, Performance-based and Service-based | Third anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, percentage of equal vesting installments (as a percent) | 50% |
Maximum | Restricted stock unit, Performance-based and Service-based | Fourth anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Service and performance-based, percentage of equal vesting installments (as a percent) | 50% |
EQUITY, LONG-TERM INCENTIVE C_8
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Weighted-Average Gran Date Fair Value per Unit (RSUs) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value, RSUs | $ 508,400 | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per unit (in dollars per share) | $ 353.27 | $ 222.86 | $ 146.94 |
Grant date fair value of vested RSUs | $ 74,794 | $ 80,887 | $ 91,812 |
Tax benefits realized by us in connection with vested and released RSUs | 23,634 | $ 26,416 | $ 21,960 |
Unrecognized stock-based compensation balance | $ 249,000 | ||
Estimated weighted-average amortization period | 1 year 4 months 24 days |
EQUITY, LONG-TERM INCENTIVE C_9
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Cash LTI Compensation (Details) - Cash Long-Term Incentive Plan $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 USD ($) Installment | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | |
Cash Long-Term Incentive Plan | |||
Cash-based long-term incentive plan, granted amount | $ 60.9 | $ 136.5 | |
Cash long-term incentive plan, compensation expense | 85.3 | $ 75.8 | $ 64 |
Cash long-term incentive plan, unrecognized compensation balance | $ 176.7 | ||
Minimum | |||
Cash Long-Term Incentive Plan | |||
Cash long-term incentive plan, equal vesting installments | Installment | 3 | ||
Cash long-term incentive plan, percentage of equal vesting installments | 33.33% | ||
Cash long-term incentive plan, vesting period | 3 years | ||
Maximum | |||
Cash Long-Term Incentive Plan | |||
Cash long-term incentive plan, equal vesting installments | Installment | 4 | ||
Cash long-term incentive plan, percentage of equal vesting installments | 25% | ||
Cash long-term incentive plan, vesting period | 4 years |
EQUITY, LONG-TERM INCENTIVE _10
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Employee Stock Purchase Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ESPP, offering period | 6 months | |||
Employee Stock Purchase Plan Additional Information | ||||
ESPP maximum annual share replenishment (in shares) | 2,000,000 | |||
Maximum number of shares available for grant (in shares) | 9,242,000 | 10,253,000 | 10,760,000 | 11,613,000 |
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ESPP maximum employee subscription rate | 15% | |||
ESPP, discount from market price, lesser of commencement of offering period or purchase date | 85% | |||
ESPP, Fair Value Assumptions and Methodology | ||||
Expected stock price volatility | 38.20% | 47% | 34.30% | |
Risk-free interest rate | 0.10% | 0.40% | 2.10% | |
Dividend yield | 1.20% | 1.60% | 2.20% | |
Expected life (in years) | 6 months | 6 months | 6 months | |
Employee Stock Purchase Plan Additional Information | ||||
Total cash received from employees for the issuance of shares under the ESPP | $ 113,015 | $ 86,098 | $ 74,849 | |
Number of shares purchased by employees through the ESPP (in shares) | 419,000 | 431,000 | 561,000 | |
Tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP | $ 1,853 | $ 1,972 | $ 3,237 | |
Weighted-average fair value per share based on Black-Scholes model (in dollars per share) | $ 94.35 | $ 59.84 | $ 36.61 | |
Maximum number of shares available for grant (in shares) | 2,200,000 |
EQUITY, LONG-TERM INCENTIVE _11
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Quarterly Cash Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jun. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Dividends Payable | |||
Cash dividends paid (in dollars per share) | $ 1.05 | ||
Payment of dividends | $ 638.5 | $ 559.4 | |
Restricted Stock Unit | |||
Dividends Payable | |||
Dividends payable | $ 11.2 | $ 10.3 |
EQUITY, LONG-TERM INCENTIVE _12
EQUITY, LONG-TERM INCENTIVE COMPENSATION PLANS AND NON-CONTROLLING INTEREST - Non-controlling Interest (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Noncontrolling Interest [Line Items] | ||||
Proceeds from sale of business | $ 0 | $ 16,833 | $ 0 | |
Gain on sale of business | $ 0 | $ 4,422 | $ 0 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | PixCell | ||||
Noncontrolling Interest [Line Items] | ||||
Proceeds from sale of business | $ 20,200 | |||
Gain on sale of business | $ 4,400 | |||
OLTS | ||||
Noncontrolling Interest [Line Items] | ||||
Non-controlling interest, ownership | 97% | |||
PixCell | ||||
Noncontrolling Interest [Line Items] | ||||
Non-controlling interest, ownership | 52% | |||
Orbograph | ||||
Noncontrolling Interest [Line Items] | ||||
Non-controlling interest, ownership | 94% |
STOCK REPURCHASE PROGRAM - Addi
STOCK REPURCHASE PROGRAM - Additional Information (Details) shares in Millions | 3 Months Ended | ||
Jun. 23, 2022 USD ($) financialInstitution | Jun. 30, 2022 USD ($) shares | Sep. 30, 2020 USD ($) | |
Equity [Abstract] | |||
Increase of stock repurchase program authorized amount | $ 6,000,000,000 | $ 2,000,000,000 | |
ASR agreement, number of financial institutions | financialInstitution | 2 | ||
ASR agreement, upfront payment | $ 3,000,000,000 | ||
ASR agreement, number of shares received (in shares) | shares | 6.5 | ||
ASR agreement, percentage of prepayment amount at market price | 70% | ||
ASR agreement, adjustment | $ 900,000,000 | ||
Remaining authorized repurchase amount | $ 3,230,000,000 |
STOCK REPURCHASE PROGRAM - Summ
STOCK REPURCHASE PROGRAM - Summary of Share Repurchase Transactions (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Equity [Abstract] | |||
Number of shares of common stock repurchased (in shares) | 11,768 | 3,658 | 5,327 |
Total cost of repurchases | $ 3,962,267 | $ 944,607 | $ 821,083 |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | |||
Net income attributable to KLA, basic | $ 3,321,807 | $ 2,078,292 | $ 1,216,785 |
Net income attributable to KLA, diluted | $ 3,321,807 | $ 2,078,292 | $ 1,216,785 |
Denominator: | |||
Weighted-average shares-basic, excluding unvested RSUs (in shares) | 150,494 | 154,086 | 156,797 |
Effect of dilutive RSUs and options (in shares) | 1,061 | 1,351 | 1,208 |
Weighted-average shares-diluted (in shares) | 151,555 | 155,437 | 158,005 |
Basic net income per share attributable to KLA (in dollars per share) | $ 22.07 | $ 13.49 | $ 7.76 |
Diluted net income per share attributable to KLA (in dollars per share) | $ 21.92 | $ 13.37 | $ 7.70 |
Anti-dilutive securities excluded from the computation of diluted net income per share (in shares) | 7 | 11 | 22 |
EMPLOYEE BENEFIT PLANS - Additi
EMPLOYEE BENEFIT PLANS - Additional Information (Details) - USD ($) | 12 Months Ended | 42 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure | ||||
Deferred compensation arrangement under the profit sharing and 401(K) programs, total expenses | $ 33,300,000 | $ 27,000,000 | $ 24,600,000 | |
Matching Option One | ||||
Defined Benefit Plan Disclosure | ||||
Employer matching contribution, percent of match | 50% | |||
Employer matching contribution, employees contribution matched | $ 8,000 | |||
Matching Option Two | ||||
Defined Benefit Plan Disclosure | ||||
Employer matching contribution, percent of match | 50% | |||
Employer matching contribution, percent of employees' compensation | 5% | |||
Employer matching contribution, additional percent of match | 25% |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Defined Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Change in projected benefit obligation: | |||
Projected benefit obligation as of the beginning of the fiscal year | $ 134,305 | $ 119,870 | |
Service cost | 5,054 | 4,649 | $ 4,823 |
Interest cost | 1,003 | 1,187 | |
Contributions by plan participants | 78 | 72 | |
Actuarial loss | 3,029 | 7,912 | |
Benefit payments | (2,164) | (2,629) | |
Plan amendment impact | 670 | 0 | |
Settlements impact | (1,010) | 0 | |
Foreign currency exchange rate changes and others, net | (16,380) | 3,244 | |
Projected benefit obligation as of the end of the fiscal year | 124,585 | 134,305 | 119,870 |
Change in fair value of plan assets: | |||
Fair value of plan assets as of the beginning of the fiscal year | 44,726 | 37,928 | |
Actual return on plan assets | (1,087) | 1,074 | |
Employer contributions | 6,955 | 6,103 | |
Benefit and expense payments | (2,160) | (2,626) | |
Settlements impact | (1,010) | 0 | |
Foreign currency exchange rate changes and others, net | (3,831) | 2,247 | |
Fair value of plan assets as of the end of the fiscal year | 43,593 | 44,726 | $ 37,928 |
Funded status | |||
Underfunded status | 80,992 | 89,579 | |
Plans with accumulated benefit obligations in excess of plan assets: | |||
Accumulated benefit obligation | 77,697 | 81,924 | |
Projected benefit obligation | 124,585 | 134,305 | |
Plan assets at fair value | $ 43,593 | $ 44,726 |
EMPLOYEE BENEFIT PLANS - Weight
EMPLOYEE BENEFIT PLANS - Weighted Average Assumptions (Details) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |||
Discount rate, minimum | 0.90% | 0.50% | 0.60% |
Discount rate, maximum | 3% | 1.70% | 1.70% |
Expected rate of return on assets, minimum | 0.90% | 0.60% | 0.80% |
Expected rate of return on assets, maximum | 3% | 2.90% | 2.90% |
Rate of compensation increase, minimum | 2.30% | 2.30% | 1.80% |
Rate of compensation increase, maximum | 5% | 5% | 4.50% |
EMPLOYEE BENEFIT PLANS - Amount
EMPLOYEE BENEFIT PLANS - Amount Recognized or Expected to be Recognized in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Losses Recognized in Accumulated Other Comprehensive Income (Loss) | ||
Unrecognized prior service cost | $ 12,414 | $ 0 |
Unrealized net loss | 19,400 | 30,375 |
Amount of losses recognized | $ 31,814 | $ 30,375 |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Net Periodic Pension Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Components of net periodic pension cost: | |||
Service cost | $ 5,054 | $ 4,649 | $ 4,823 |
Interest cost | 1,003 | 1,187 | 1,086 |
Return on plan assets | (528) | (549) | (475) |
Amortization of prior service cost | 671 | 0 | 3 |
Amortization of net loss | 1,406 | 1,071 | 1,214 |
Loss due to settlement/curtailment | 38 | 130 | 0 |
Foreign currency exchange rate changes | (19) | 0 | 0 |
Net periodic pension cost | $ 7,625 | $ 6,488 | $ 6,651 |
EMPLOYEE BENEFIT PLANS - Fair V
EMPLOYEE BENEFIT PLANS - Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Defined Benefit Plan Disclosure | |||
Defined benefit plan, target plan asset allocations | 100% | 100% | |
Defined benefit plan, estimated future employer contributions in next fiscal year | $ 7,800 | ||
Defined benefit plan maximum yearly expected future benefit | 6,600 | ||
Fair Value Measurements | |||
Total assets measured at fair value | 43,593 | $ 44,726 | $ 37,928 |
Recurring | |||
Fair Value Measurements | |||
Total assets measured at fair value | 43,593 | 44,726 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value Measurements | |||
Total assets measured at fair value | 27,543 | 25,458 | |
Recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value Measurements | |||
Total assets measured at fair value | 16,050 | 19,268 | |
Recurring | Cash and cash equivalents | |||
Fair Value Measurements | |||
Total assets measured at fair value | 27,543 | 25,458 | |
Recurring | Cash and cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value Measurements | |||
Total assets measured at fair value | 27,543 | 25,458 | |
Recurring | Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | |||
Fair Value Measurements | |||
Total assets measured at fair value | 0 | 0 | |
Recurring | Bonds, equity securities and other investments | |||
Fair Value Measurements | |||
Total assets measured at fair value | 16,050 | 19,268 | |
Recurring | Bonds, equity securities and other investments | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value Measurements | |||
Total assets measured at fair value | 0 | 0 | |
Recurring | Bonds, equity securities and other investments | Significant Other Observable Inputs (Level 2) | |||
Fair Value Measurements | |||
Total assets measured at fair value | $ 16,050 | $ 19,268 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic income before income taxes | $ 1,909,699 | $ 1,251,820 | $ 752,844 |
Foreign income before income taxes | 1,579,538 | 1,108,634 | 563,867 |
Income before income taxes | $ 3,489,237 | $ 2,360,454 | $ 1,316,711 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Current: | |||
Federal | $ 341,614 | $ 201,413 | $ 108,136 |
State | 14,149 | 6,164 | 518 |
Foreign | 165,194 | 121,146 | 86,374 |
Current income tax expense (benefit) | 520,957 | 328,723 | 195,028 |
Deferred: | |||
Federal | 11,564 | (31,989) | (26,743) |
State | (311) | (1,155) | (1,174) |
Foreign | (365,033) | (12,478) | (65,425) |
Deferred income tax expense (benefit) | (353,780) | (45,622) | (93,342) |
Provision for income taxes | $ 167,177 | $ 283,101 | $ 101,686 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Deferred tax assets: | ||
Tax credits and net operating losses | $ 268,416 | $ 237,480 |
Inventory reserves | 86,059 | 81,224 |
Employee benefits accrual | 78,021 | 82,055 |
Non-deductible reserves | 53,426 | 36,267 |
Unearned revenue | 11,843 | 15,712 |
SBC | 9,864 | 7,284 |
Depreciation and amortization | 1,760 | 0 |
Unrealized loss on investments | 0 | 5,384 |
Other | 56,911 | 54,615 |
Gross deferred tax assets | 566,300 | 520,021 |
Valuation allowance | (244,429) | (204,433) |
Net deferred tax assets | 321,871 | 315,588 |
Deferred tax liabilities: | ||
Unremitted earnings of foreign subsidiaries not indefinitely reinvested | (358,374) | (278,014) |
Deferred profit | (30,268) | (10,044) |
Unrealized gain on investments | (12,993) | 0 |
Depreciation and amortization | 0 | (407,692) |
Total deferred tax liabilities | (401,635) | (695,750) |
Total net deferred tax liabilities | $ (79,764) | $ (380,162) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) $ / shares in Units, $ in Thousands, ₪ in Millions | 1 Months Ended | 12 Months Ended | 38 Months Ended | ||||||||
Mar. 03, 2022 USD ($) | Mar. 03, 2022 ILS (₪) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 ILS (₪) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) $ / shares | Jun. 30, 2020 USD ($) $ / shares | Jun. 30, 2020 USD ($) | Jun. 30, 2020 ILS (₪) | Aug. 31, 2018 USD ($) | Aug. 31, 2018 ILS (₪) | |
Income Tax Contingency | |||||||||||
Operating loss carry-forwards, state and local | $ 301,000 | ||||||||||
Deferred tax assets, valuation allowance | 244,429 | $ 204,433 | |||||||||
Undistributed earnings for certain foreign subsidiaries | 185,900 | ||||||||||
Undistributed earnings of foreign subsidiaries | 39,000 | ||||||||||
Deferred tax benefit | 353,780 | 45,622 | $ 93,342 | ||||||||
Unrecognized tax benefits that would impact the effective tax rate | 205,000 | 137,800 | 161,500 | $ 161,500 | |||||||
Unrecognized tax benefits, income tax penalties and interest expense (income) | 11,500 | 2,800 | 4,600 | ||||||||
Income tax penalties and interest accrued | 52,000 | 42,000 | |||||||||
Amount of unrecorded benefit | $ 1,300 | ||||||||||
Minimum | |||||||||||
Income Tax Contingency | |||||||||||
Income tax holiday, expiration period | 6 years | ||||||||||
Maximum | |||||||||||
Income Tax Contingency | |||||||||||
Income tax holiday, expiration period | 9 years | ||||||||||
Orbotech | Capital Loss Carry-forwards | |||||||||||
Income Tax Contingency | |||||||||||
Capital loss carry-forwards | $ 35,000 | ||||||||||
U.S. Federal | |||||||||||
Income Tax Contingency | |||||||||||
Operating loss carry-forwards | 11,000 | ||||||||||
U.S. Federal | Orbotech | |||||||||||
Income Tax Contingency | |||||||||||
Operating loss carry-forwards | 24,000 | ||||||||||
State | |||||||||||
Income Tax Contingency | |||||||||||
Operating loss carry-forwards | 12,000 | ||||||||||
Federal and state credit carry-forwards, valuation allowance | 231,200 | ||||||||||
State | Orbotech | |||||||||||
Income Tax Contingency | |||||||||||
Operating loss carry-forwards | 13,000 | ||||||||||
Foreign Tax Authority | |||||||||||
Income Tax Contingency | |||||||||||
Operating loss carry-forwards | 14,000 | ||||||||||
Income tax holiday, aggregate dollar amount | $ 544,000 | $ 12,000 | $ 33,000 | ||||||||
Income tax holiday, income tax benefits per share (in dollars per share) | $ / shares | $ 3.83 | $ 0.08 | $ 0.21 | ||||||||
Deferred tax benefit | $ 398,000 | ||||||||||
Foreign Tax Authority | Israel Tax Authority | |||||||||||
Income Tax Contingency | |||||||||||
Income tax examination, estimate of possible loss | $ 68,000 | ₪ 227 | $ 66,000 | ||||||||
Penalties and interest accrued | $ 73,000 | ₪ 257 | |||||||||
Foreign Tax Authority | Israel Tax Authority | 2015 and 2016 | |||||||||||
Income Tax Contingency | |||||||||||
Income tax examination, estimate of possible loss | $ 19,000 | ₪ 63 | |||||||||
Foreign Tax Authority | Israel Tax Authority | 2017 and 2018 | |||||||||||
Income Tax Contingency | |||||||||||
Income tax examination, estimate of possible loss | $ 34,000 | ₪ 114 | |||||||||
Foreign Tax Authority | Israel Tax Authority | Orbotech | |||||||||||
Income Tax Contingency | |||||||||||
Income tax examination, estimate of possible loss | ₪ | ₪ 229 | ||||||||||
Foreign Tax Authority | Orbotech | |||||||||||
Income Tax Contingency | |||||||||||
Operating loss carry-forwards | $ 219,000 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
GILTI | 2% | 2.60% | 3% |
Net change in tax reserves | 2% | (1.10%) | 1.50% |
State income taxes, net of federal benefit | 0.30% | 0.20% | 0.20% |
Tax rate change on deferred tax liability on purchased intangibles | 0% | 1.70% | 0% |
Non-deductible impairment of goodwill | 0% | 0% | 4.10% |
Restructuring | (11.20%) | 0% | (2.60%) |
Effect of SBC | (0.20%) | (0.30%) | (0.30%) |
R&D tax credit | (1.10%) | (1.10%) | (1.80%) |
Foreign derived intangible income | (4.00%) | (4.30%) | (5.00%) |
Effect of foreign operations taxed at various rates | (4.20%) | (6.60%) | (12.10%) |
Other | 0.20% | (0.10%) | (0.30%) |
Effective income tax rate | 4.80% | 12% | 7.70% |
INCOME TAXES - Summary of Incom
INCOME TAXES - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Unrecognized tax benefits at the beginning of the year | $ 149,642 | $ 172,443 | $ 146,426 |
Increases for tax positions taken in prior years | 20,917 | 6,557 | 6,826 |
Decreases for tax positions taken in prior years | (267) | (19,360) | (518) |
Increases for tax positions taken in current year | 49,311 | 31,113 | 34,278 |
Decreases for settlements with taxing authorities | 0 | (28,651) | 0 |
Decreases for lapsing of statutes of limitations | (1,676) | (12,460) | (14,569) |
Unrecognized tax benefits at the end of the year | $ 217,927 | $ 149,642 | $ 172,443 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Receivables sold under factoring agreements | $ 250,983 | $ 305,565 | $ 293,006 |
Proceeds from sales of LC | $ 151,924 | $ 133,679 | $ 59,036 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Millions | 12 Months Ended |
Jun. 30, 2022 USD ($) Installment | |
Commitments and Contingencies | |
Purchase commitments | $ 3,750 |
Majority outstanding purchase commitment, period due (in months) | 12 months |
Cash-based long-term incentive plan, committed amount | $ 198.8 |
Guarantee arrangements to fund customs guarantees for VAT and other operating requirements | 92.1 |
Outstanding guarantee arrangements to fund customs guarantees for VAT and other operating requirements | $ 59.6 |
Minimum | Cash Long-Term Incentive Plan | |
Commitments and Contingencies | |
Cash long-term incentive plan, equal vesting installments | Installment | 3 |
Cash long-term incentive plan, percentage of equal vesting installments | 33.33% |
Cash long-term incentive plan, vesting period | 3 years |
Maximum | Cash Long-Term Incentive Plan | |
Commitments and Contingencies | |
Cash long-term incentive plan, equal vesting installments | Installment | 4 |
Cash long-term incentive plan, percentage of equal vesting installments | 25% |
Cash long-term incentive plan, vesting period | 4 years |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 USD ($) derivativeInstrument | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | |
Derivative [Line Items] | |||
Number of derivative instruments held | derivativeInstrument | 4 | ||
Reclassification adjustments increased interest expense on a net basis | $ 5,919 | $ (181) | $ 2,072 |
Rate lock contracts | |||
Derivative [Line Items] | |||
Reclassification adjustments increased interest expense on a net basis | (1,000) | $ (1,100) | $ (600) |
Rate lock contracts | Derivatives designated as hedging instruments | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Unamortized portion of the fair value of derivative contracts | $ 54,800 | ||
Maximum | Derivatives designated as hedging instruments | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Term of contract | 18 months |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Gains (Losses) on Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative [Line Items] | |||
Amounts included in the assessment of effectiveness | $ 104,952 | $ 3,782 | $ (16,739) |
Gains (losses) on derivatives in net investment hedging recognized in OCI | 3,815 | (191) | 0 |
Rate lock contracts | |||
Derivative [Line Items] | |||
Amounts included in the assessment of effectiveness | 82,969 | 0 | 0 |
Foreign exchange contracts | |||
Derivative [Line Items] | |||
Amounts included in the assessment of effectiveness | 21,940 | 3,897 | (16,649) |
Amounts excluded from the assessment of effectiveness | 43 | (115) | (90) |
Foreign exchange contracts | Net Investment Hedging | |||
Derivative [Line Items] | |||
Amounts excluded from the assessment of effectiveness | $ 0 | $ 0 | $ 0 |
DERIVATIVE INSTRUMENTS AND HE_5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Locations and Amounts of Designated and Non-designated Derivative's Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments | |||
Revenues | $ 9,211,883 | $ 6,918,734 | $ 5,806,424 |
Costs of Revenues and Operating Expense | 5,557,702 | 4,430,254 | 4,304,223 |
Interest Expense | 160,339 | 157,328 | 160,274 |
Other Expense (Income), Net | 4,605 | (29,302) | 2,678 |
Amount of gains (losses) reclassified from AOCI to earnings | 5,919 | (181) | 2,072 |
Rate lock contracts | |||
Derivative Instruments | |||
Amount of gains (losses) reclassified from AOCI to earnings | (1,000) | (1,100) | (600) |
Rate lock contracts | Revenues | |||
Derivative Instruments | |||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 |
Rate lock contracts | Costs of Revenues and Operating Expense | |||
Derivative Instruments | |||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 |
Rate lock contracts | Interest Expense | |||
Derivative Instruments | |||
Amount of gains (losses) reclassified from AOCI to earnings | (1,007) | (1,116) | (637) |
Rate lock contracts | Other Expense (Income), Net | |||
Derivative Instruments | |||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 |
Foreign exchange contracts | Revenues | |||
Derivative Instruments | |||
Amount of gains (losses) reclassified from AOCI to earnings | 11,219 | 920 | 4,473 |
Amount excluded from the assessment of effectiveness recognized in earnings | (531) | (536) | (387) |
Amount of gains (losses) recognized in earnings | 0 | 0 | 0 |
Foreign exchange contracts | Costs of Revenues and Operating Expense | |||
Derivative Instruments | |||
Amount of gains (losses) reclassified from AOCI to earnings | (3,762) | 551 | (1,377) |
Amount excluded from the assessment of effectiveness recognized in earnings | 0 | 0 | 0 |
Amount of gains (losses) recognized in earnings | 0 | 0 | 0 |
Foreign exchange contracts | Interest Expense | |||
Derivative Instruments | |||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 |
Amount excluded from the assessment of effectiveness recognized in earnings | 0 | 0 | 0 |
Amount of gains (losses) recognized in earnings | 0 | 0 | 0 |
Foreign exchange contracts | Other Expense (Income), Net | |||
Derivative Instruments | |||
Amount of gains (losses) reclassified from AOCI to earnings | 0 | 0 | 0 |
Amount excluded from the assessment of effectiveness recognized in earnings | 2,333 | 1,216 | 0 |
Amount of gains (losses) recognized in earnings | $ (10,665) | $ 670 | $ 1,990 |
DERIVATIVE INSTRUMENTS AND HE_6
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Notional Amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative [Line Items] | ||
Remaining maturity | 11 months | 10 months |
Derivatives designated as hedging instruments | Purchase | Other Foreign Currency Hedge Contracts | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 565,586 | $ 264,292 |
Derivatives designated as hedging instruments | Purchase | Cash Flow Hedging | Foreign Exchange Forward | ||
Derivative [Line Items] | ||
Derivative, notional amount | 124,641 | 12,550 |
Derivatives designated as hedging instruments | Sell | Other Foreign Currency Hedge Contracts | ||
Derivative [Line Items] | ||
Derivative, notional amount | 389,368 | 278,635 |
Derivatives designated as hedging instruments | Sell | Cash Flow Hedging | Foreign Exchange Forward | ||
Derivative [Line Items] | ||
Derivative, notional amount | 176,259 | 134,845 |
Derivatives designated as hedging instruments | Sell | Net Investment Hedging | Foreign Exchange Forward | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 66,436 | $ 66,848 |
DERIVATIVE INSTRUMENTS AND HE_7
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | $ 40,311 | $ 8,252 |
Liability derivatives fair value | 34,315 | 2,807 |
Foreign exchange contracts | Other current assets | ||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | 40,311 | 8,252 |
Foreign exchange contracts | Other current liabilities | ||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification | ||
Liability derivatives fair value | 34,315 | 2,807 |
Foreign exchange contracts | Derivatives designated as hedging instruments | Other current assets | ||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | 20,595 | 3,940 |
Foreign exchange contracts | Derivatives designated as hedging instruments | Other current liabilities | ||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification | ||
Liability derivatives fair value | 8,406 | 272 |
Foreign exchange contracts | Derivatives not designated as hedging instruments | Other current assets | ||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification | ||
Asset derivatives fair value | 19,716 | 4,312 |
Foreign exchange contracts | Derivatives not designated as hedging instruments | Other current liabilities | ||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification | ||
Liability derivatives fair value | $ 25,909 | $ 2,535 |
DERIVATIVE INSTRUMENTS AND HE_8
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Changes in OCI, Before Taxes, Related to Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning balance | $ 3,377,554 | ||
Ending balance | 1,401,351 | $ 3,377,554 | |
AOCI derivative | |||
Accumulated Other Comprehensive Income [Roll Forward] | |||
Beginning balance | (25,830) | (29,602) | $ (10,791) |
Amount reclassified to earnings as net (gains) losses | (5,919) | 181 | (2,072) |
Net change in unrealized gains (losses) | 108,767 | 3,591 | (16,739) |
Ending balance | $ 77,018 | $ (25,830) | $ (29,602) |
DERIVATIVE INSTRUMENTS AND HE_9
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Offsetting of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Derivatives - assets | ||
Derivatives - Assets, Gross Amounts of Derivatives | $ 40,311 | $ 8,252 |
Derivatives - Assets, Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivatives - Assets, Net Amount of Derivatives Presented in the Consolidated Balance Sheets | 40,311 | 8,252 |
Derivative - Assets, Financial Instruments | (12,291) | (2,492) |
Derivatives - Assets, Cash Collateral Received | 0 | 0 |
Derivatives - Assets, Net Amount | 28,020 | 5,760 |
Derivatives - liabilities | ||
Derivatives - Liabilities, Gross Amounts of Derivatives | (34,315) | (2,807) |
Derivatives - Liabilities, Gross Amounts of Derivatives Offset in the Consolidated Balance Sheets | 0 | 0 |
Derivatives - Liabilities, Net Amount of Derivatives Presented in the Consolidated Balance Sheets | (34,315) | (2,807) |
Derivatives - Liabilities, Financial Instruments | 12,291 | 2,492 |
Derivatives - Liabilities, Cash Collateral Received | 0 | 0 |
Derivatives - Liabilities, Net Amount | $ (22,024) | $ (315) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |||
Total revenues | $ 2,334 | $ 1,276 | $ 4,237 |
Total purchases | 1,082 | 1,347 | $ 2,414 |
Receivable balance, related parties | $ 1,100 | $ 1,100 |
SEGMENT REPORTING AND GEOGRAP_3
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Additional Information (Details) | 12 Months Ended | ||||
Jun. 30, 2022 reportingUnit | Jun. 30, 2022 segment | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | 4 | 4 | |||
Number of operating segments | 6 | ||||
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||||
Segment Reporting Information [Line Items] | |||||
Segment percent of total revenues | 100% | 100% | 100% | ||
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Largest Customer | |||||
Segment Reporting Information [Line Items] | |||||
Segment percent of total revenues | 20% | 17% | 20% | ||
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Second Largest Customer | |||||
Segment Reporting Information [Line Items] | |||||
Segment percent of total revenues | 12% | 15% | 14% | ||
Semiconductor Process Control | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating segments | 2 | ||||
Specialty Semiconductor Process | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating segments | 1 | ||||
PCB, Display and Component Inspection | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating segments | 2 |
SEGMENT REPORTING AND GEOGRAP_4
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Summary of Results for Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 9,211,883 | $ 6,918,734 | $ 5,806,424 |
Operating segments | |||
Segment Reporting Information [Line Items] | |||
Revenues | 9,213,577 | 6,917,400 | 5,806,211 |
Segment gross profit | 5,789,163 | 4,302,431 | 3,527,468 |
Semiconductor Process Control | |||
Segment Reporting Information [Line Items] | |||
Revenues | 7,924,822 | 5,734,825 | 4,745,446 |
Segment gross profit | 5,167,679 | 3,705,222 | 3,028,167 |
Specialty Semiconductor Process | |||
Segment Reporting Information [Line Items] | |||
Revenues | 456,579 | 369,216 | 329,700 |
Segment gross profit | 242,520 | 206,706 | 183,641 |
PCB, Display and Component Inspection | |||
Segment Reporting Information [Line Items] | |||
Revenues | 832,176 | 812,620 | 727,451 |
Segment gross profit | 378,964 | 390,571 | 315,723 |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 739 | 3,614 |
Segment gross profit | $ 0 | $ (68) | $ (63) |
SEGMENT REPORTING AND GEOGRAP_5
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Reconciliation of Total Reportable Segments Revenue to Total Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | $ 9,211,883 | $ 6,918,734 | $ 5,806,424 |
Operating segments | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | 9,213,577 | 6,917,400 | 5,806,211 |
Corporate allocations and effects of foreign exchange rates | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | $ (1,694) | $ 1,334 | $ 213 |
SEGMENT REPORTING AND GEOGRAP_6
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Reconciliation of Total Segment Gross Profit to Total Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Research and development | $ 1,105,254 | $ 928,487 | $ 863,864 |
Selling, general and administrative | 860,007 | 729,602 | 734,149 |
Goodwill impairment | 0 | 0 | 256,649 |
Interest expense | 160,339 | 157,328 | 160,274 |
Loss on extinguishment of debt | 0 | 0 | 22,538 |
Other expense (income), net | 4,605 | (29,302) | 2,678 |
Income before income taxes | 3,489,237 | 2,360,454 | 1,316,711 |
Operating segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Total segment gross profit | 5,789,163 | 4,302,431 | 3,527,468 |
Corporate and segment reconciling items | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Acquisition-related charges, corporate allocation, and effects of foreign exchange rates | $ 169,721 | $ 155,862 | $ 170,605 |
SEGMENT REPORTING AND GEOGRAP_7
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Schedule of Revenue from External Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 9,211,883 | $ 6,918,734 | $ 5,806,424 |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Segment percent of total revenues | 100% | 100% | 100% |
China | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 2,660,438 | $ 1,831,446 | $ 1,495,977 |
China | Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Segment percent of total revenues | 29% | 26% | 26% |
Taiwan | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 2,528,482 | $ 1,690,558 | $ 1,598,201 |
Taiwan | Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Segment percent of total revenues | 27% | 25% | 27% |
Korea | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,430,495 | $ 1,343,473 | $ 911,848 |
Korea | Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Segment percent of total revenues | 16% | 19% | 16% |
North America | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 928,043 | $ 765,974 | $ 651,328 |
North America | Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Segment percent of total revenues | 10% | 11% | 11% |
Japan | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 724,773 | $ 639,381 | $ 660,772 |
Japan | Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Segment percent of total revenues | 8% | 9% | 11% |
Europe and Israel | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 636,664 | $ 396,422 | $ 322,085 |
Europe and Israel | Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Segment percent of total revenues | 7% | 6% | 6% |
Rest of Asia | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 302,988 | $ 251,480 | $ 166,213 |
Rest of Asia | Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Segment percent of total revenues | 3% | 4% | 3% |
SEGMENT REPORTING AND GEOGRAP_8
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Revenue from External Customers by Products and Services (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from External Customer | |||
Revenues | $ 9,211,883 | $ 6,918,734 | $ 5,806,424 |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Revenue from External Customer | |||
Concentration Risk, Percentage | 100% | 100% | 100% |
Wafer Inspection | |||
Revenue from External Customer | |||
Revenues | $ 4,014,726 | $ 2,661,167 | $ 2,080,484 |
Wafer Inspection | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Revenue from External Customer | |||
Concentration Risk, Percentage | 44% | 39% | 36% |
Patterning | |||
Revenue from External Customer | |||
Revenues | $ 2,050,025 | $ 1,505,990 | $ 1,278,382 |
Patterning | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Revenue from External Customer | |||
Concentration Risk, Percentage | 22% | 22% | 22% |
Specialty Semiconductor Process | |||
Revenue from External Customer | |||
Revenues | $ 414,811 | $ 304,627 | $ 269,667 |
Specialty Semiconductor Process | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Revenue from External Customer | |||
Concentration Risk, Percentage | 4% | 4% | 5% |
PCB, Display and Component Inspection | |||
Revenue from External Customer | |||
Revenues | $ 562,464 | $ 562,104 | $ 497,026 |
PCB, Display and Component Inspection | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Revenue from External Customer | |||
Concentration Risk, Percentage | 6% | 8% | 9% |
Services | |||
Revenue from External Customer | |||
Revenues | $ 1,910,455 | $ 1,678,418 | $ 1,477,699 |
Services | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Revenue from External Customer | |||
Concentration Risk, Percentage | 21% | 24% | 25% |
Other | |||
Revenue from External Customer | |||
Revenues | $ 259,402 | $ 206,428 | $ 203,166 |
Other | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Revenue from External Customer | |||
Concentration Risk, Percentage | 3% | 3% | 3% |
SEGMENT REPORTING AND GEOGRAP_9
SEGMENT REPORTING AND GEOGRAPHIC INFORMATION - Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 849,929 | $ 663,027 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 547,454 | 447,359 |
Singapore | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 146,057 | 76,882 |
Israel | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 72,791 | 57,403 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 55,370 | 56,895 |
Rest of Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 28,257 | $ 24,488 |
RESTRUCTURING CHARGES (Details)
RESTRUCTURING CHARGES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges | $ 1 | $ 12.4 | $ 7.7 |
Accelerated depreciation charges | 3.9 | ||
Restructuring reserve | $ 2.1 | $ 3.3 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 12 Months Ended | |||||
Aug. 04, 2022 | Jul. 29, 2022 | Jul. 07, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Subsequent Event | ||||||
Cash dividends declared (in dollars per share) | $ 4.20 | $ 3.60 | $ 3.30 | |||
Proceeds from revolving credit facility | $ 875,000,000 | $ 0 | $ 450,000,000 | |||
Loss on extinguishment of debt | 0 | 0 | $ 22,538,000 | |||
Revolving Credit Facility | Line of credit | ||||||
Subsequent Event | ||||||
Proceeds from revolving credit facility | 600,000,000 | |||||
Repayments of lines of credit | 600,000,000 | |||||
Debt outstanding | 275,000,000 | |||||
Fixed-rate 4.650% Senior Notes due on November 1, 2024 | Senior notes | ||||||
Subsequent Event | ||||||
Debt outstanding | $ 1,250,000,000 | $ 1,250,000,000 | ||||
Stated interest rate | 4.65% | 4.65% | ||||
Subsequent Event | ||||||
Subsequent Event | ||||||
Cash dividends declared (in dollars per share) | $ 1.30 | |||||
Subsequent Event | Revolving Credit Facility | Line of credit | ||||||
Subsequent Event | ||||||
Proceeds from revolving credit facility | $ 300,000,000 | |||||
Repayments of lines of credit | $ 75,000,000 | |||||
Subsequent Event | Fixed-rate 4.650% Senior Notes due on November 1, 2024 | Senior notes | ||||||
Subsequent Event | ||||||
Debt repurchase amount | 500,000,000 | |||||
Loss on extinguishment of debt | $ 13,000,000 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Allowance for Credit Losses | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | $ 18,036 | $ 11,822 | $ 12,001 |
Charged to Expense | 5,710 | 2,246 | (189) |
Deductions/ Adjustments | (3,115) | 3,968 | 10 |
Balance at End of Period | 20,631 | 18,036 | 11,822 |
Allowance for Deferred Tax Assets | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | 204,433 | 181,846 | 166,571 |
Charged to Expense | 8,096 | 2,650 | 0 |
Deductions/ Adjustments | 31,900 | 19,937 | 15,275 |
Balance at End of Period | $ 244,429 | $ 204,433 | $ 181,846 |