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FORM 10-Q
|
(Mark one)
|
||||
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
KLA-Tencor Corporation
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
04-2564110
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One Technology Drive, Milpitas, California
|
|
95035
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
¨
|
|
|
|
|
Emerging growth company
¨
|
|
|
Page
Number
|
|
|
|
PART I
|
FINANCIAL INFORMATION
|
|
Item 1
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
|
|
PART II
|
OTHER INFORMATION
|
|
Item 1
|
||
Item 1A
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
Item 5
|
||
Item 6
|
||
|
|
|
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
(In thousands)
|
December 31,
2017 |
|
June 30,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,073,394
|
|
|
$
|
1,153,051
|
|
Marketable securities
|
1,684,796
|
|
|
1,863,689
|
|
||
Accounts receivable, net
|
740,903
|
|
|
571,117
|
|
||
Inventories
|
787,971
|
|
|
732,988
|
|
||
Other current assets
|
66,929
|
|
|
71,221
|
|
||
Total current assets
|
4,353,993
|
|
|
4,392,066
|
|
||
Land, property and equipment, net
|
281,634
|
|
|
283,975
|
|
||
Goodwill
|
350,023
|
|
|
349,526
|
|
||
Deferred income taxes
|
193,740
|
|
|
291,967
|
|
||
Purchased intangibles, net
|
16,563
|
|
|
18,963
|
|
||
Other non-current assets
|
211,315
|
|
|
195,676
|
|
||
Total assets
|
$
|
5,407,268
|
|
|
$
|
5,532,173
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
149,844
|
|
|
$
|
147,380
|
|
Deferred system profit
|
248,829
|
|
|
180,861
|
|
||
Unearned revenue
|
64,256
|
|
|
65,507
|
|
||
Current portion of long-term debt
|
—
|
|
|
249,983
|
|
||
Other current liabilities
|
703,619
|
|
|
649,431
|
|
||
Total current liabilities
|
1,166,548
|
|
|
1,293,162
|
|
||
Non-current liabilities:
|
|
|
|
||||
Long-term debt
|
2,486,426
|
|
|
2,680,474
|
|
||
Unearned revenue
|
67,927
|
|
|
59,713
|
|
||
Other non-current liabilities
|
460,742
|
|
|
172,407
|
|
||
Total liabilities
|
4,181,643
|
|
|
4,205,756
|
|
||
Commitments and contingencies (Note 12 and Note 13)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock and capital in excess of par value
|
548,691
|
|
|
529,283
|
|
||
Retained earnings
|
729,456
|
|
|
848,457
|
|
||
Accumulated other comprehensive income (loss)
|
(52,522
|
)
|
|
(51,323
|
)
|
||
Total stockholders’ equity
|
1,225,625
|
|
|
1,326,417
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,407,268
|
|
|
$
|
5,532,173
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(In thousands, except per share amounts)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
761,587
|
|
|
$
|
683,733
|
|
|
$
|
1,522,374
|
|
|
$
|
1,245,486
|
|
Service
|
214,235
|
|
|
193,152
|
|
|
423,029
|
|
|
382,072
|
|
||||
Total revenues
|
975,822
|
|
|
876,885
|
|
|
1,945,403
|
|
|
1,627,558
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Costs of revenues
|
347,334
|
|
|
318,507
|
|
|
700,783
|
|
|
596,343
|
|
||||
Research and development
|
156,745
|
|
|
130,912
|
|
|
303,477
|
|
|
260,145
|
|
||||
Selling, general and administrative
|
105,546
|
|
|
93,532
|
|
|
213,259
|
|
|
187,920
|
|
||||
Interest expense
|
27,372
|
|
|
30,624
|
|
|
57,948
|
|
|
61,356
|
|
||||
Other expense (income), net
|
(8,482
|
)
|
|
(3,535
|
)
|
|
(13,523
|
)
|
|
(7,271
|
)
|
||||
Income before income taxes
|
347,307
|
|
|
306,845
|
|
|
683,459
|
|
|
529,065
|
|
||||
Provision for income taxes
|
481,626
|
|
|
68,594
|
|
|
536,842
|
|
|
112,713
|
|
||||
Net income (loss)
|
$
|
(134,319
|
)
|
|
$
|
238,251
|
|
|
$
|
146,617
|
|
|
$
|
416,352
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.86
|
)
|
|
$
|
1.52
|
|
|
$
|
0.94
|
|
|
$
|
2.66
|
|
Diluted
|
$
|
(0.86
|
)
|
|
$
|
1.52
|
|
|
$
|
0.93
|
|
|
$
|
2.65
|
|
Cash dividends declared per share
|
$
|
0.59
|
|
|
$
|
0.54
|
|
|
$
|
1.18
|
|
|
$
|
1.06
|
|
Weighted-average number of shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
156,587
|
|
|
156,335
|
|
|
156,707
|
|
|
156,232
|
|
||||
Diluted
|
156,587
|
|
|
157,123
|
|
|
157,688
|
|
|
157,071
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income (loss)
|
$
|
(134,319
|
)
|
|
$
|
238,251
|
|
|
$
|
146,617
|
|
|
$
|
416,352
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments:
|
|
|
|
|
|
|
|
||||||||
Change in currency translation adjustments
|
4,821
|
|
|
(11,305
|
)
|
|
6,379
|
|
|
(7,381
|
)
|
||||
Change in income tax benefit or expense
|
(1,836
|
)
|
|
1,086
|
|
|
(2,339
|
)
|
|
1,868
|
|
||||
Net change related to currency translation adjustments
|
2,985
|
|
|
(10,219
|
)
|
|
4,040
|
|
|
(5,513
|
)
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Change in net unrealized gains or losses
|
697
|
|
|
13,969
|
|
|
1,141
|
|
|
12,131
|
|
||||
Reclassification adjustments for net gains or losses included in net income (loss)
|
(963
|
)
|
|
1,305
|
|
|
(3,081
|
)
|
|
2,684
|
|
||||
Change in income tax benefit or expense
|
78
|
|
|
(5,494
|
)
|
|
676
|
|
|
(5,329
|
)
|
||||
Net change related to cash flow hedges
|
(188
|
)
|
|
9,780
|
|
|
(1,264
|
)
|
|
9,486
|
|
||||
Net change related to unrecognized losses and transition obligations in connection with defined benefit plans
|
(59
|
)
|
|
819
|
|
|
(93
|
)
|
|
1,064
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Change in net unrealized gains or losses
|
(5,863
|
)
|
|
(7,037
|
)
|
|
(5,196
|
)
|
|
(9,914
|
)
|
||||
Reclassification adjustments for net gains or losses included in net income (loss)
|
69
|
|
|
(30
|
)
|
|
63
|
|
|
(234
|
)
|
||||
Change in income tax benefit or expense
|
1,315
|
|
|
1,164
|
|
|
1,251
|
|
|
1,640
|
|
||||
Net change related to available-for-sale securities
|
(4,479
|
)
|
|
(5,903
|
)
|
|
(3,882
|
)
|
|
(8,508
|
)
|
||||
Other comprehensive income (loss)
|
(1,741
|
)
|
|
(5,523
|
)
|
|
(1,199
|
)
|
|
(3,471
|
)
|
||||
Total comprehensive income (loss)
|
$
|
(136,060
|
)
|
|
$
|
232,728
|
|
|
$
|
145,418
|
|
|
$
|
412,881
|
|
|
Six months ended
December 31, |
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
146,617
|
|
|
$
|
416,352
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
31,412
|
|
|
29,314
|
|
||
Asset impairment charges
|
1,000
|
|
|
358
|
|
||
Non-cash stock-based compensation expense
|
27,770
|
|
|
23,922
|
|
||
Net (gain) loss on sales of marketable securities and other investments
|
49
|
|
|
(885
|
)
|
||
Changes in assets and liabilities, net of business acquisition:
|
|
|
|
||||
Accounts receivable, net
|
(169,498
|
)
|
|
(62,627
|
)
|
||
Inventories
|
(44,434
|
)
|
|
14,319
|
|
||
Other assets
|
82,267
|
|
|
(8,838
|
)
|
||
Accounts payable
|
2,192
|
|
|
10,239
|
|
||
Deferred system profit
|
67,968
|
|
|
19,391
|
|
||
Other liabilities
|
357,657
|
|
|
(49,355
|
)
|
||
Net cash provided by operating activities
|
503,000
|
|
|
392,190
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of non-marketable securities
|
(3,377
|
)
|
|
(2,370
|
)
|
||
Business acquisition
|
(5,490
|
)
|
|
—
|
|
||
Capital expenditures, net
|
(29,125
|
)
|
|
(18,512
|
)
|
||
Proceeds from sale of assets
|
—
|
|
|
2,582
|
|
||
Purchases of available-for-sale securities
|
(326,012
|
)
|
|
(830,462
|
)
|
||
Proceeds from sale of available-for-sale securities
|
106,601
|
|
|
189,242
|
|
||
Proceeds from maturity of available-for-sale securities
|
391,760
|
|
|
356,177
|
|
||
Purchases of trading securities
|
(30,790
|
)
|
|
(73,278
|
)
|
||
Proceeds from sale of trading securities
|
35,382
|
|
|
68,465
|
|
||
Net cash provided by (used in) investing activities
|
138,949
|
|
|
(308,156
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility, net of debt issuance costs
|
248,693
|
|
|
—
|
|
||
Repayment of debt
|
(696,250
|
)
|
|
(80,000
|
)
|
||
Issuance of common stock
|
20,579
|
|
|
23,694
|
|
||
Tax withholding payments related to vested and released restricted stock units
|
(26,195
|
)
|
|
(17,455
|
)
|
||
Common stock repurchases
|
(80,354
|
)
|
|
—
|
|
||
Payment of dividends to stockholders
|
(192,902
|
)
|
|
(173,842
|
)
|
||
Net cash used in financing activities
|
(726,429
|
)
|
|
(247,603
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
4,823
|
|
|
(7,886
|
)
|
||
Net decrease in cash and cash equivalents
|
(79,657
|
)
|
|
(171,455
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,153,051
|
|
|
1,108,488
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,073,394
|
|
|
$
|
937,033
|
|
Supplemental cash flow disclosures:
|
|
|
|
||||
Income taxes paid, net
|
$
|
147,483
|
|
|
$
|
110,575
|
|
Interest paid
|
$
|
58,698
|
|
|
$
|
60,016
|
|
Non-cash activities:
|
|
|
|
||||
Purchase of land, property and equipment, net - investing activities
|
$
|
5,548
|
|
|
$
|
1,985
|
|
Unsettled common stock repurchase - financing activities
|
$
|
1,289
|
|
|
$
|
—
|
|
Dividends payable - financing activities
|
$
|
7,590
|
|
|
$
|
12,763
|
|
•
|
When the customer fab has previously accepted the same tool, with the same specifications, and when the Company can objectively demonstrate that the tool meets all of the required acceptance criteria.
|
•
|
When system sales to independent distributors have no installation requirement, contain no acceptance agreement, and 100% of the payment is due based upon shipment.
|
•
|
When the installation of the system is deemed perfunctory.
|
•
|
When the customer withholds acceptance due to issues unrelated to product performance, in which case revenue is recognized when the system is performing as intended and meets predetermined specifications.
|
•
|
The Company will account for the standard
12
-month warranty for a majority of its products that is not separately paid for by the customers as a performance obligation since the Company provides for necessary repairs as well as preventive maintenance services for such products. The estimated fair value of the service will be deferred and recognized ratably as revenue over the warranty period.
|
•
|
The Company will generally recognize revenue for its products at a point of time based on judgment of whether or not the Company has satisfied its performance obligation by transferring control of the product to the customer. In evaluating whether or not control has been transferred to the customer, the Company will consider whether or not certain indicators have been met. Not all of the indicators need to be met for the Company to conclude that control has transferred to the customer. The Company will be required to use significant judgment to evaluate whether or not the factors indicate that the customer has obtained control of the product and the following factors will be considered in evaluating whether or not control has transferred to the customer: the Company has 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.
|
•
|
The Company will recognize revenue for software licenses at the time of delivery since the VSOE requirement for undelivered element such as post-contract support is eliminated and companies are allowed to use established or best estimate selling price for the undelivered element to allocate and defer the revenue. As a result, the Company will recognize as revenue a portion of the sales price upon delivery of the software, compared to the current practice of recognizing the entire sales price ratably over the term of the service contract due to the lack of VSOE.
|
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.
|
As of December 31, 2017 (In thousands)
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
Assets
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds and other
|
$
|
569,287
|
|
|
$
|
569,287
|
|
|
$
|
—
|
|
U.S. Treasury securities
|
3,745
|
|
|
—
|
|
|
3,745
|
|
|||
Marketable securities:
|
|
|
|
|
|
||||||
Corporate debt securities
|
914,358
|
|
|
—
|
|
|
914,358
|
|
|||
Sovereign securities
|
11,427
|
|
|
—
|
|
|
11,427
|
|
|||
U.S. Treasury securities
|
404,983
|
|
|
394,486
|
|
|
10,497
|
|
|||
U.S. Government agency securities
|
339,730
|
|
|
339,730
|
|
|
—
|
|
|||
Total cash equivalents and marketable securities
(1)
|
2,243,530
|
|
|
1,303,503
|
|
|
940,027
|
|
|||
Other current assets:
|
|
|
|
|
|
||||||
Derivative assets
|
4,474
|
|
|
—
|
|
|
4,474
|
|
|||
Other non-current assets:
|
|
|
|
|
|
||||||
Executive Deferred Savings Plan
|
192,169
|
|
|
142,809
|
|
|
49,360
|
|
|||
Total financial assets
(1)
|
$
|
2,440,173
|
|
|
$
|
1,446,312
|
|
|
$
|
993,861
|
|
Liabilities
|
|
|
|
|
|
||||||
Other current liabilities:
|
|
|
|
|
|
||||||
Derivative liabilities
|
$
|
(415
|
)
|
|
$
|
—
|
|
|
$
|
(415
|
)
|
Total financial liabilities
|
$
|
(415
|
)
|
|
$
|
—
|
|
|
$
|
(415
|
)
|
As of June 30, 2017 (In thousands)
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
Assets
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Corporate debt securities
|
$
|
76,472
|
|
|
$
|
—
|
|
|
$
|
76,472
|
|
Money market funds and other
|
616,039
|
|
|
616,039
|
|
|
—
|
|
|||
U.S. Government agency securities
|
117,417
|
|
|
—
|
|
|
117,417
|
|
|||
Sovereign securities
|
10,050
|
|
|
—
|
|
|
10,050
|
|
|||
Marketable securities:
|
|
|
|
|
|
||||||
Corporate debt securities
|
1,042,723
|
|
|
—
|
|
|
1,042,723
|
|
|||
Sovereign securities
|
42,515
|
|
|
—
|
|
|
42,515
|
|
|||
U.S. Government agency securities
|
391,409
|
|
|
368,121
|
|
|
23,288
|
|
|||
U.S. Treasury securities
|
373,299
|
|
|
373,299
|
|
|
—
|
|
|||
Total cash equivalents and marketable securities
(1)
|
2,669,924
|
|
|
1,357,459
|
|
|
1,312,465
|
|
|||
Other current assets:
|
|
|
|
|
|
||||||
Derivative assets
|
5,931
|
|
|
—
|
|
|
5,931
|
|
|||
Other non-current assets:
|
|
|
|
|
|
||||||
Executive Deferred Savings Plan
|
182,150
|
|
|
136,145
|
|
|
46,005
|
|
|||
Total financial assets
(1)
|
$
|
2,858,005
|
|
|
$
|
1,493,604
|
|
|
$
|
1,364,401
|
|
Liabilities
|
|
|
|
|
|
||||||
Other current liabilities:
|
|
|
|
|
|
||||||
Derivative liabilities
|
$
|
(1,275
|
)
|
|
$
|
—
|
|
|
$
|
(1,275
|
)
|
Total financial liabilities
|
$
|
(1,275
|
)
|
|
$
|
—
|
|
|
$
|
(1,275
|
)
|
(In thousands)
|
As of
December 31, 2017 |
|
As of
June 30, 2017 |
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable, gross
|
$
|
752,618
|
|
|
$
|
592,753
|
|
Allowance for doubtful accounts
|
(11,715
|
)
|
|
(21,636
|
)
|
||
|
$
|
740,903
|
|
|
$
|
571,117
|
|
Inventories:
|
|
|
|
||||
Customer service parts
|
$
|
248,937
|
|
|
$
|
245,172
|
|
Raw materials
|
248,475
|
|
|
240,389
|
|
||
Work-in-process
|
237,261
|
|
|
193,026
|
|
||
Finished goods
|
53,298
|
|
|
54,401
|
|
||
|
$
|
787,971
|
|
|
$
|
732,988
|
|
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
46,451
|
|
|
$
|
36,146
|
|
Other current assets
|
11,512
|
|
|
13,004
|
|
||
Income tax related receivables
|
8,966
|
|
|
22,071
|
|
||
|
$
|
66,929
|
|
|
$
|
71,221
|
|
Land, property and equipment, net:
|
|
|
|
||||
Land
|
$
|
40,620
|
|
|
$
|
40,617
|
|
Buildings and leasehold improvements
|
323,143
|
|
|
319,306
|
|
||
Machinery and equipment
|
568,203
|
|
|
551,277
|
|
||
Office furniture and fixtures
|
21,909
|
|
|
21,328
|
|
||
Construction-in-process
|
7,214
|
|
|
4,597
|
|
||
|
961,089
|
|
|
937,125
|
|
||
Less: accumulated depreciation and amortization
|
(679,455
|
)
|
|
(653,150
|
)
|
||
|
$
|
281,634
|
|
|
$
|
283,975
|
|
Other non-current assets:
|
|
|
|
||||
Executive Deferred Savings Plan
(1)
|
$
|
192,169
|
|
|
$
|
182,150
|
|
Other non-current assets
|
19,146
|
|
|
13,526
|
|
||
|
$
|
211,315
|
|
|
$
|
195,676
|
|
Other current liabilities:
|
|
|
|
||||
Compensation and benefits
|
$
|
222,503
|
|
|
$
|
172,707
|
|
Executive Deferred Savings Plan
(1)
|
192,849
|
|
|
183,603
|
|
||
Customer credits and advances
|
116,856
|
|
|
95,188
|
|
||
Other accrued expenses
|
86,865
|
|
|
116,039
|
|
||
Warranty
|
45,013
|
|
|
45,458
|
|
||
Income taxes payable
|
22,525
|
|
|
17,040
|
|
||
Interest payable
|
17,008
|
|
|
19,396
|
|
||
|
$
|
703,619
|
|
|
$
|
649,431
|
|
Other non-current liabilities:
|
|
|
|
||||
Income taxes payable
|
$
|
355,849
|
|
|
$
|
68,439
|
|
Pension liabilities
|
74,868
|
|
|
72,801
|
|
||
Other non-current liabilities
|
30,025
|
|
|
31,167
|
|
||
|
$
|
460,742
|
|
|
$
|
172,407
|
|
(1)
|
KLA-Tencor has a non-qualified deferred compensation plan (known as “Executive Deferred Savings Plan”) 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. The Company controls the investment of these funds, and the participants remain general creditors of the Company. The Company invests these funds in certain mutual funds and such investments are classified as trading securities in the condensed consolidated balance sheets. Distributions from the Executive Deferred Savings Plan commence following a participant’s retirement or termination of employment or on a specified date allowed per the Executive Deferred Savings Plan 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 the distributions to be paid in 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 Executive Deferred Savings Plan provisions. Changes in the Executive Deferred Savings Plan liability are recorded in selling, general and administrative expense in the condensed consolidated statements of operations. The expense associated with changes in the liability included in selling, general and administrative expense was
$7.0 million
and
$1.2 million
during the
three
months ended
December 31, 2017
and
2016
, respectively and
$13.8 million
and
$7.0 million
during the
six
months ended
December 31, 2017
and
2016
. Changes in the Executive Deferred Savings Plan assets are recorded as gains (losses), net in selling, general and administrative expense in the condensed consolidated statements of operations. The amount of net gains included in selling, general and administrative expense was
$7.0 million
and
$0.8 million
during the three months ended
December 31, 2017
and
2016
, respectively and
$13.9 million
and
$6.7 million
during the
six
months ended
December 31, 2017
and
2016
, respectively.
|
(In thousands)
|
Currency Translation Adjustments
|
|
Unrealized Gains (Losses) on Available-for-Sale Securities
|
|
Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Unrealized Gains (Losses) on Defined Benefit Plans
|
|
Total
|
||||||||||
Balance as of December 31, 2017
|
$
|
(26,614
|
)
|
|
$
|
(7,751
|
)
|
|
$
|
3,957
|
|
|
$
|
(22,114
|
)
|
|
$
|
(52,522
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of June 30, 2017
|
$
|
(30,654
|
)
|
|
$
|
(3,869
|
)
|
|
$
|
5,221
|
|
|
$
|
(22,021
|
)
|
|
$
|
(51,323
|
)
|
|
|
Location in the Condensed Consolidated
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
Accumulated OCI Components
|
|
Statements of Operations
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Unrealized gains (losses) on cash flow hedges from foreign exchange and interest rate contracts
|
|
Revenues
|
|
$
|
397
|
|
|
$
|
(1,425
|
)
|
|
$
|
1,365
|
|
|
$
|
(2,906
|
)
|
|
|
Costs of revenues
|
|
377
|
|
|
(69
|
)
|
|
1,338
|
|
|
(156
|
)
|
||||
|
|
Interest expense
|
|
189
|
|
|
189
|
|
|
378
|
|
|
378
|
|
||||
|
|
Net gains (losses) reclassified from accumulated OCI
|
|
$
|
963
|
|
|
$
|
(1,305
|
)
|
|
$
|
3,081
|
|
|
$
|
(2,684
|
)
|
Unrealized gains (losses) on available-for-sale securities
|
|
Other expense (income), net
|
|
$
|
(69
|
)
|
|
$
|
30
|
|
|
$
|
(63
|
)
|
|
$
|
234
|
|
As of December 31, 2017 (In thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Corporate debt securities
|
$
|
918,399
|
|
|
$
|
204
|
|
|
$
|
(4,245
|
)
|
|
$
|
914,358
|
|
Money market funds and other
|
569,287
|
|
|
—
|
|
|
—
|
|
|
569,287
|
|
||||
Sovereign securities
|
11,496
|
|
|
—
|
|
|
(69
|
)
|
|
11,427
|
|
||||
U.S. Government agency securities
|
342,325
|
|
|
16
|
|
|
(2,611
|
)
|
|
339,730
|
|
||||
U.S. Treasury securities
|
411,669
|
|
|
—
|
|
|
(2,941
|
)
|
|
408,728
|
|
||||
Subtotal
|
2,253,176
|
|
|
220
|
|
|
(9,866
|
)
|
|
2,243,530
|
|
||||
Add: Time deposits
(1)
|
33,581
|
|
|
—
|
|
|
—
|
|
|
33,581
|
|
||||
Less: Cash equivalents
|
592,315
|
|
|
—
|
|
|
—
|
|
|
592,315
|
|
||||
Marketable securities
|
$
|
1,694,442
|
|
|
$
|
220
|
|
|
$
|
(9,866
|
)
|
|
$
|
1,684,796
|
|
As of June 30, 2017 (In thousands)
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||
Corporate debt securities
|
$
|
1,120,548
|
|
|
$
|
598
|
|
|
$
|
(1,951
|
)
|
|
$
|
1,119,195
|
|
Money market funds and other
|
616,039
|
|
|
—
|
|
|
—
|
|
|
616,039
|
|
||||
Sovereign securities
|
52,621
|
|
|
—
|
|
|
(56
|
)
|
|
52,565
|
|
||||
U.S. Government agency securities
|
510,553
|
|
|
62
|
|
|
(1,789
|
)
|
|
508,826
|
|
||||
U.S. Treasury securities
|
374,676
|
|
|
52
|
|
|
(1,429
|
)
|
|
373,299
|
|
||||
Subtotal
|
2,674,437
|
|
|
712
|
|
|
(5,225
|
)
|
|
2,669,924
|
|
||||
Add: Time deposits
(1)
|
39,389
|
|
|
—
|
|
|
—
|
|
|
39,389
|
|
||||
Less: Cash equivalents
|
845,639
|
|
|
—
|
|
|
(15
|
)
|
|
845,624
|
|
||||
Marketable securities
|
$
|
1,868,187
|
|
|
$
|
712
|
|
|
$
|
(5,210
|
)
|
|
$
|
1,863,689
|
|
(1)
|
Time deposits excluded from fair value measurements.
|
As of December 31, 2017 (In thousands)
|
Fair Value
|
|
Gross
Unrealized
Losses
(1)
|
||||
Corporate debt securities
|
$
|
792,436
|
|
|
$
|
(4,245
|
)
|
U.S. Treasury securities
|
404,982
|
|
|
(2,941
|
)
|
||
U.S. Government agency securities
|
334,064
|
|
|
(2,611
|
)
|
||
Sovereign securities
|
11,427
|
|
|
(69
|
)
|
||
Total
|
$
|
1,542,909
|
|
|
$
|
(9,866
|
)
|
(1)
|
As of
December 31, 2017
, the amount of total gross unrealized losses related to investments that had been in a continuous loss position for
12
months or more was
$5.3 million
.
|
As of December 31, 2017 (In thousands)
|
Amortized Cost
|
|
Fair Value
|
||||
Due within one year
|
$
|
521,930
|
|
|
$
|
520,623
|
|
Due after one year through three years
|
1,172,512
|
|
|
1,164,173
|
|
||
|
$
|
1,694,442
|
|
|
$
|
1,684,796
|
|
(In thousands)
|
Preliminary Purchase Price Allocation
|
||
Intangible assets
|
$
|
17,660
|
|
Goodwill
|
14,764
|
|
|
Assets acquired (including cash and marketable securities of $3.2 million)
|
5,981
|
|
|
Liabilities assumed
|
(1,334
|
)
|
|
Fair value of net assets acquired
|
$
|
37,071
|
|
(In thousands)
|
|
Wafer Inspection
|
|
Patterning
|
|
GSS
|
|
Others
|
|
Total
|
||||||||||
Balance as of June 30, 2017
|
|
$
|
281,095
|
|
|
$
|
53,255
|
|
|
$
|
2,856
|
|
|
$
|
12,320
|
|
|
$
|
349,526
|
|
Foreign currency and other adjustments
|
|
13
|
|
|
—
|
|
|
97
|
|
|
387
|
|
|
497
|
|
|||||
Balance as of December 31, 2017
|
|
$
|
281,108
|
|
|
$
|
53,255
|
|
|
$
|
2,953
|
|
|
$
|
12,707
|
|
|
$
|
350,023
|
|
(In thousands)
|
|
|
As of
December 31, 2017 |
|
As of
June 30, 2017 |
||||||||||||||||||||
Category
|
Range of
Useful Lives
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
and
Impairment
|
|
Net
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
and
Impairment
|
|
Net
Amount
|
||||||||||||
Existing technology
|
4-7 years
|
|
$
|
157,259
|
|
|
$
|
142,459
|
|
|
$
|
14,800
|
|
|
$
|
157,259
|
|
|
$
|
140,346
|
|
|
$
|
16,913
|
|
Trade name/Trademark
|
7 years
|
|
20,993
|
|
|
19,981
|
|
|
1,012
|
|
|
20,993
|
|
|
19,902
|
|
|
1,091
|
|
||||||
Customer relationships
|
7-8 years
|
|
55,680
|
|
|
55,036
|
|
|
644
|
|
|
55,680
|
|
|
54,959
|
|
|
721
|
|
||||||
Backlog
|
<1 year
|
|
260
|
|
|
153
|
|
|
107
|
|
|
260
|
|
|
22
|
|
|
238
|
|
||||||
Total
|
|
|
$
|
234,192
|
|
|
$
|
217,629
|
|
|
$
|
16,563
|
|
|
$
|
234,192
|
|
|
$
|
215,229
|
|
|
$
|
18,963
|
|
Fiscal year ending June 30:
|
Amortization
(In thousands)
|
||
2018 (remaining 6 months)
|
$
|
1,851
|
|
2019
|
2,486
|
|
|
2020
|
2,486
|
|
|
2021
|
2,486
|
|
|
2022
|
2,486
|
|
|
Thereafter
|
4,768
|
|
|
Total
|
$
|
16,563
|
|
|
As of December 31, 2017
|
|
As of June 30, 2017
|
||||||||||
|
Amount
(In thousands)
|
|
Effective
Interest Rate
|
|
Amount
(In thousands) |
|
Effective
Interest Rate
|
||||||
Fixed-rate 2.375% Senior notes due on November 1, 2017
|
$
|
—
|
|
|
—
|
%
|
|
$
|
250,000
|
|
|
2.396
|
%
|
Fixed-rate 3.375% Senior notes due on November 1, 2019
|
250,000
|
|
|
3.377
|
%
|
|
250,000
|
|
|
3.377
|
%
|
||
Fixed-rate 4.125% Senior notes due on November 1, 2021
|
500,000
|
|
|
4.128
|
%
|
|
500,000
|
|
|
4.128
|
%
|
||
Fixed-rate 4.650% Senior notes due on November 1, 2024
(1)
|
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
|
%
|
||
Term loans
|
—
|
|
|
—
|
%
|
|
446,250
|
|
|
2.137
|
%
|
||
Revolving Credit Facility
|
250,000
|
|
|
2.634
|
%
|
|
—
|
|
|
—
|
%
|
||
Total debt
|
2,500,000
|
|
|
|
|
2,946,250
|
|
|
|
||||
Unamortized discount
|
(2,704
|
)
|
|
|
|
(2,901
|
)
|
|
|
||||
Unamortized debt issuance costs
|
(10,870
|
)
|
|
|
|
(12,892
|
)
|
|
|
||||
Total debt
|
$
|
2,486,426
|
|
|
|
|
$
|
2,930,457
|
|
|
|
||
Reported as:
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
$
|
—
|
|
|
|
|
$
|
249,983
|
|
|
|
||
Long-term debt
|
2,486,426
|
|
|
|
|
2,680,474
|
|
|
|
||||
Total debt
|
$
|
2,486,426
|
|
|
|
|
$
|
2,930,457
|
|
|
|
(1)
|
The effective interest rate disclosed above for this series of Senior Notes excludes the impact of the treasury rate lock hedge discussed below. The effective interest rate including the impact of the treasury rate lock hedge was
4.626%
.
|
Fiscal year ending June 30:
|
Amount
(In thousands)
|
||
2018 (remaining 6 months)
|
$
|
—
|
|
2019
|
—
|
|
|
2020
|
250,000
|
|
|
2021
|
—
|
|
|
2022
|
500,000
|
|
|
Thereafter
|
1,750,000
|
|
|
Total payments
|
$
|
2,500,000
|
|
(In thousands)
|
Available
For Grant
(1)
|
|
Balance as of June 30, 2017
|
4,710
|
|
Restricted stock units granted
(2)
|
(665
|
)
|
Restricted stock units granted adjustment
(3)
|
33
|
|
Restricted stock units canceled
|
59
|
|
Balance as of December 31, 2017
|
4,137
|
|
(1)
|
The number of restricted stock units reflects the application of the award multiplier as described above (
1.8
x or
2.0
x depending on the grant date of the applicable award).
|
(2)
|
Includes restricted stock units granted to senior management during the
six
months ended
December 31, 2017
with performance-based vesting criteria (in addition to service-based vesting criteria for any of such restricted stock units that are deemed to have been earned). As of
December 31, 2017
, 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 restricted stock units granted during the
six
months ended
December 31, 2017
, 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 (
0.3 million
shares for the
six
months ended
December 31, 2017
reflects the application of the multiplier described above).
|
(3)
|
Represents the portion of restricted stock units granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the six months ended December 31, 2017.
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Stock-based compensation expense by:
|
|
|
|
|
|
|
|
||||||||
Costs of revenues
|
$
|
1,656
|
|
|
$
|
1,305
|
|
|
$
|
3,072
|
|
|
$
|
2,567
|
|
Research and development
|
2,275
|
|
|
2,052
|
|
|
4,446
|
|
|
4,073
|
|
||||
Selling, general and administrative
|
9,808
|
|
|
9,087
|
|
|
20,252
|
|
|
17,282
|
|
||||
Total stock-based compensation expense
|
$
|
13,739
|
|
|
$
|
12,444
|
|
|
$
|
27,770
|
|
|
$
|
23,922
|
|
(In thousands)
|
As of
December 31, 2017 |
|
As of
June 30, 2017 |
||||
Inventory
|
$
|
3,039
|
|
|
$
|
2,820
|
|
Restricted Stock Units
|
Shares
(1)
(In thousands)
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Outstanding restricted stock units as of June 30, 2017
(2)
|
2,241
|
|
|
$
|
68.24
|
|
Granted
(2)
|
333
|
|
|
$
|
91.39
|
|
Granted adjustments
(3)
|
(17
|
)
|
|
$
|
74.26
|
|
Vested and released
|
(379
|
)
|
|
$
|
63.22
|
|
Withheld for taxes
|
(283
|
)
|
|
$
|
63.22
|
|
Forfeited
|
(30
|
)
|
|
$
|
66.10
|
|
Outstanding restricted stock units as of December 31, 2017
(2)
|
1,865
|
|
|
$
|
74.13
|
|
(1)
|
Share numbers reflect actual shares subject to awarded restricted stock units. As described above, under the terms of the 2004 Plan, the number of shares subject to each award reflected in this number is multiplied by either
1.8
x or
2.0
x (depending on the grant date of the award) to calculate the impact of the award on the share reserve under the 2004 Plan.
|
(2)
|
Includes restricted stock units granted to senior management with performance-based vesting criteria (in addition to service-based vesting criteria for any of such restricted stock units that are deemed to have been earned). As of
December 31, 2017
, 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 restricted stock units, reported at the maximum possible number of shares (
0.3 million
shares for the fiscal year ended June 30, 2016,
42 thousand
shares for the fiscal year ended June 30, 2017 and
0.2 million
shares for the
six
months ended
December 31, 2017
) that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum and all applicable service-based criteria are fully satisfied.
|
(3)
|
Represents the portion of restricted stock units granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during
six
months ended
December 31, 2017
.
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(In thousands, except for weighted-average grant date fair value)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Weighted-average grant date fair value per unit
|
$
|
105.15
|
|
|
$
|
75.38
|
|
|
$
|
91.39
|
|
|
$
|
70.95
|
|
Grant date fair value of vested restricted stock units
|
$
|
5,322
|
|
|
$
|
1,843
|
|
|
$
|
41,856
|
|
|
$
|
31,051
|
|
Tax benefits (expense) realized by the Company in connection with vested and released restricted stock units
|
$
|
(1,930
|
)
|
|
$
|
765
|
|
|
$
|
16,482
|
|
|
$
|
14,694
|
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Stock purchase plan:
|
|
|
|
|
|
|
|
||||
Expected stock price volatility
|
25.9
|
%
|
|
20.6
|
%
|
|
25.9
|
%
|
|
20.6
|
%
|
Risk-free interest rate
|
0.9
|
%
|
|
0.4
|
%
|
|
0.9
|
%
|
|
0.4
|
%
|
Dividend yield
|
2.6
|
%
|
|
3.0
|
%
|
|
2.6
|
%
|
|
3.0
|
%
|
Expected life (in years)
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
(In thousands, except for weighted-average fair value per share)
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
Total cash received from employees for the issuance of shares under the ESPP
|
$
|
20,579
|
|
|
$
|
23,694
|
|
|
$
|
20,579
|
|
|
$
|
23,694
|
|
Number of shares purchased by employees through the ESPP
|
264
|
|
|
384
|
|
|
264
|
|
|
384
|
|
||||
Tax benefits realized by the Company in connection with the disqualifying dispositions of shares purchased under the ESPP
|
$
|
47
|
|
|
$
|
218
|
|
|
$
|
894
|
|
|
$
|
922
|
|
Weighted-average fair value per share based on Black-Scholes model
|
$
|
19.04
|
|
|
$
|
14.05
|
|
|
$
|
19.04
|
|
|
$
|
14.05
|
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Number of shares of common stock repurchased
|
388
|
|
|
—
|
|
|
822
|
|
|
—
|
|
||||
Total cost of repurchases
|
$
|
40,868
|
|
|
$
|
—
|
|
|
$
|
81,643
|
|
|
$
|
—
|
|
(In thousands, except per share amounts)
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(134,319
|
)
|
|
$
|
238,251
|
|
|
$
|
146,617
|
|
|
$
|
416,352
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares-basic, excluding unvested restricted stock units
|
156,587
|
|
|
156,335
|
|
|
156,707
|
|
|
156,232
|
|
||||
Effect of dilutive restricted stock units and options
(1)
|
—
|
|
|
788
|
|
|
981
|
|
|
839
|
|
||||
Weighted-average shares-diluted
|
156,587
|
|
|
157,123
|
|
|
157,688
|
|
|
157,071
|
|
||||
Basic net income (loss) per share
|
$
|
(0.86
|
)
|
|
$
|
1.52
|
|
|
$
|
0.94
|
|
|
$
|
2.66
|
|
Diluted net income (loss) per share
|
$
|
(0.86
|
)
|
|
$
|
1.52
|
|
|
$
|
0.93
|
|
|
$
|
2.65
|
|
Anti-dilutive securities excluded from the computation of diluted net income per share
|
—
|
|
|
2
|
|
|
—
|
|
|
56
|
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(Dollar amounts in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income before income taxes
|
$
|
347,307
|
|
|
$
|
306,845
|
|
|
$
|
683,459
|
|
|
$
|
529,065
|
|
Provision for income taxes
|
$
|
481,626
|
|
|
$
|
68,594
|
|
|
$
|
536,842
|
|
|
$
|
112,713
|
|
Effective tax rate
|
138.7
|
%
|
|
22.4
|
%
|
|
78.5
|
%
|
|
21.3
|
%
|
•
|
The Company recorded a provisional tax amount of
$340.9 million
for the transition tax liability. The Company has not yet completed the calculation of the total post-1986 foreign E&P and the income tax pools for all foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash or other specified assets. In addition, further interpretations from U.S. federal and state governments and regulatory organizations may change the provisional tax liability or the accounting treatment of the provisional tax liability.
|
•
|
The Company recorded a provisional tax amount of
$101.1 million
to re-measure certain deferred tax assets and liabilities as a result of the enactment of the Act. The Company is still analyzing certain aspects of the Act and refining the estimate of the expected reversal of its deferred tax balances. This can potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts.
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Receivables sold under factoring agreements
|
$
|
47,232
|
|
|
$
|
28,242
|
|
|
$
|
79,133
|
|
|
$
|
84,975
|
|
Proceeds from sales of LCs
|
$
|
—
|
|
|
$
|
9,740
|
|
|
$
|
5,571
|
|
|
$
|
13,148
|
|
Fiscal year ending June 30,
|
Amount
(In thousands)
|
||
2018 (remaining 6 months)
|
$
|
10,063
|
|
2019
|
7,478
|
|
|
2020
|
6,031
|
|
|
2021
|
4,561
|
|
|
2022
|
2,534
|
|
|
2023 and thereafter
|
4,551
|
|
|
Total minimum lease payments
|
$
|
35,218
|
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Beginning balance
|
$
|
46,439
|
|
|
$
|
36,967
|
|
|
$
|
45,458
|
|
|
$
|
34,773
|
|
Accruals for warranties issued during the period
|
13,951
|
|
|
13,191
|
|
|
27,047
|
|
|
24,093
|
|
||||
Changes in liability related to pre-existing warranties
|
(5,254
|
)
|
|
(1,131
|
)
|
|
(7,785
|
)
|
|
(1,576
|
)
|
||||
Settlements made during the period
|
(10,123
|
)
|
|
(8,354
|
)
|
|
(19,707
|
)
|
|
(16,617
|
)
|
||||
Ending balance
|
$
|
45,013
|
|
|
$
|
40,673
|
|
|
$
|
45,013
|
|
|
$
|
40,673
|
|
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(In thousands)
|
Location in Financial Statements
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivatives Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) in accumulated OCI on derivatives (effective portion)
|
Accumulated OCI
|
$
|
697
|
|
|
$
|
13,969
|
|
|
$
|
1,141
|
|
|
$
|
12,131
|
|
Gains (losses) reclassified from accumulated OCI into income (effective portion):
|
Revenues
|
$
|
397
|
|
|
$
|
(1,425
|
)
|
|
$
|
1,365
|
|
|
$
|
(2,906
|
)
|
|
Costs of revenues
|
377
|
|
|
(69
|
)
|
|
1,338
|
|
|
(156
|
)
|
||||
|
Interest expense
|
189
|
|
|
189
|
|
|
378
|
|
|
378
|
|
||||
|
Net gains (losses) reclassified from accumulated OCI into income (effective portion)
|
$
|
963
|
|
|
$
|
(1,305
|
)
|
|
$
|
3,081
|
|
|
$
|
(2,684
|
)
|
Gains (losses) recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
Other expense (income), net
|
$
|
(158
|
)
|
|
$
|
(1,442
|
)
|
|
$
|
(229
|
)
|
|
$
|
(1,453
|
)
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) recognized in income
|
Other expense (income), net
|
$
|
3,237
|
|
|
$
|
5,295
|
|
|
$
|
3,676
|
|
|
$
|
5,131
|
|
(In thousands)
|
As of
December 31, 2017 |
|
As of
June 30, 2017 |
||||
Cash flow hedge contracts
|
|
|
|
||||
Purchase
|
$
|
25,923
|
|
|
$
|
19,305
|
|
Sell
|
$
|
85,466
|
|
|
$
|
128,672
|
|
Other foreign currency hedge contracts
|
|
|
|
||||
Purchase
|
$
|
144,442
|
|
|
$
|
165,563
|
|
Sell
|
$
|
155,260
|
|
|
$
|
118,504
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
As of
December 31, 2017 |
|
As of
June 30, 2017 |
|
Balance Sheet
Location
|
|
As of
December 31, 2017 |
|
As of
June 30, 2017 |
||||||||
(In thousands)
|
|
Fair Value
|
|
|
Fair Value
|
||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
1,271
|
|
|
$
|
2,198
|
|
|
Other current liabilities
|
|
$
|
126
|
|
|
$
|
72
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
1,271
|
|
|
$
|
2,198
|
|
|
|
|
$
|
126
|
|
|
$
|
72
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
3,203
|
|
|
$
|
3,733
|
|
|
Other current liabilities
|
|
$
|
289
|
|
|
$
|
1,203
|
|
Total derivatives not designated as hedging instruments
|
|
|
$
|
3,203
|
|
|
$
|
3,733
|
|
|
|
|
$
|
289
|
|
|
$
|
1,203
|
|
Total derivatives
|
|
|
$
|
4,474
|
|
|
$
|
5,931
|
|
|
|
|
$
|
415
|
|
|
$
|
1,275
|
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Beginning balance
|
$
|
6,452
|
|
|
$
|
751
|
|
|
$
|
8,126
|
|
|
$
|
1,210
|
|
Amount reclassified to income
|
(963
|
)
|
|
1,305
|
|
|
(3,081
|
)
|
|
2,684
|
|
||||
Net change in unrealized gains or losses
|
697
|
|
|
13,969
|
|
|
1,141
|
|
|
12,131
|
|
||||
Ending balance
|
$
|
6,186
|
|
|
$
|
16,025
|
|
|
$
|
6,186
|
|
|
$
|
16,025
|
|
As of December 31, 2017
|
|
|
|
|
|
Gross Amounts of Derivatives Not Offset in the Condensed Consolidated Balance Sheets
|
|
|
||||||||||||||||
Description
|
|
Gross Amounts of Derivatives
|
|
Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
Derivatives - Assets
|
|
$
|
4,474
|
|
|
$
|
—
|
|
|
$
|
4,474
|
|
|
$
|
(415
|
)
|
|
$
|
—
|
|
|
$
|
4,059
|
|
Derivatives - Liabilities
|
|
$
|
(415
|
)
|
|
$
|
—
|
|
|
$
|
(415
|
)
|
|
$
|
415
|
|
|
$
|
—
|
|
|
$
|
—
|
|
As of June 30, 2017
|
|
|
|
|
|
Gross Amounts of Derivatives Not Offset in the Condensed Consolidated Balance Sheets
|
|
|
||||||||||||||||
Description
|
|
Gross Amounts of Derivatives
|
|
Gross Amounts of Derivatives Offset in the Condensed Consolidated Balance Sheets
|
|
Net Amount of Derivatives Presented in the Condensed Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
Derivatives - Assets
|
|
$
|
5,931
|
|
|
$
|
—
|
|
|
$
|
5,931
|
|
|
$
|
(1,275
|
)
|
|
$
|
—
|
|
|
$
|
4,656
|
|
Derivatives - Liabilities
|
|
$
|
(1,275
|
)
|
|
$
|
—
|
|
|
$
|
(1,275
|
)
|
|
$
|
1,275
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total revenues
|
$
|
455
|
|
|
$
|
8
|
|
|
$
|
457
|
|
|
$
|
8
|
|
Total purchases
|
$
|
542
|
|
|
$
|
226
|
|
|
$
|
1,246
|
|
|
$
|
583
|
|
|
Three months ended December 31,
|
|
Six months ended December 31,
|
||||||||||||||||||||||||
(Dollar amounts in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Korea
|
$
|
270,184
|
|
|
28
|
%
|
|
$
|
96,846
|
|
|
11
|
%
|
|
$
|
544,862
|
|
|
28
|
%
|
|
$
|
231,935
|
|
|
14
|
%
|
Taiwan
|
216,791
|
|
|
22
|
%
|
|
336,058
|
|
|
38
|
%
|
|
355,350
|
|
|
18
|
%
|
|
609,750
|
|
|
37
|
%
|
||||
Japan
|
154,762
|
|
|
16
|
%
|
|
67,855
|
|
|
8
|
%
|
|
301,197
|
|
|
15
|
%
|
|
172,639
|
|
|
11
|
%
|
||||
North America
|
149,042
|
|
|
15
|
%
|
|
153,162
|
|
|
17
|
%
|
|
278,292
|
|
|
14
|
%
|
|
240,428
|
|
|
15
|
%
|
||||
Europe & Israel
|
82,158
|
|
|
8
|
%
|
|
93,440
|
|
|
11
|
%
|
|
165,663
|
|
|
9
|
%
|
|
128,288
|
|
|
8
|
%
|
||||
China
|
66,460
|
|
|
7
|
%
|
|
73,152
|
|
|
9
|
%
|
|
234,799
|
|
|
12
|
%
|
|
158,841
|
|
|
10
|
%
|
||||
Rest of Asia
|
36,425
|
|
|
4
|
%
|
|
56,372
|
|
|
6
|
%
|
|
65,240
|
|
|
4
|
%
|
|
85,677
|
|
|
5
|
%
|
||||
Total
|
$
|
975,822
|
|
|
100
|
%
|
|
$
|
876,885
|
|
|
100
|
%
|
|
$
|
1,945,403
|
|
|
100
|
%
|
|
$
|
1,627,558
|
|
|
100
|
%
|
|
Three months ended December 31,
|
|
Six months ended December 31,
|
||||||||||||||||||||||||
(Dollar amounts in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Wafer Inspection
|
$
|
400,584
|
|
|
41
|
%
|
|
$
|
428,875
|
|
|
49
|
%
|
|
$
|
790,004
|
|
|
41
|
%
|
|
$
|
784,736
|
|
|
48
|
%
|
Patterning
|
274,868
|
|
|
28
|
%
|
|
223,796
|
|
|
26
|
%
|
|
569,218
|
|
|
29
|
%
|
|
396,409
|
|
|
24
|
%
|
||||
Global Service and Support
(1)
|
273,805
|
|
|
28
|
%
|
|
217,249
|
|
|
24
|
%
|
|
534,303
|
|
|
27
|
%
|
|
425,235
|
|
|
26
|
%
|
||||
Other
|
26,565
|
|
|
3
|
%
|
|
6,965
|
|
|
1
|
%
|
|
51,878
|
|
|
3
|
%
|
|
21,178
|
|
|
2
|
%
|
||||
Total
|
$
|
975,822
|
|
|
100
|
%
|
|
$
|
876,885
|
|
|
100
|
%
|
|
$
|
1,945,403
|
|
|
100
|
%
|
|
$
|
1,627,558
|
|
|
100
|
%
|
(In thousands)
|
As of
December 31, 2017 |
|
As of
June 30, 2017 |
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
186,104
|
|
|
$
|
191,096
|
|
Singapore
|
41,924
|
|
|
39,118
|
|
||
Israel
|
28,658
|
|
|
30,182
|
|
||
Europe
|
13,335
|
|
|
13,300
|
|
||
Rest of Asia
|
11,613
|
|
|
10,279
|
|
||
Total
|
$
|
281,634
|
|
|
$
|
283,975
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(In thousands, except net income loss) per share)
|
Three months ended
|
||||||||||||||||||||||
December 31,
2017 |
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
|
December 31,
2016 |
|
September 30,
2016 |
|||||||||||||
Total revenues
|
$
|
975,822
|
|
|
$
|
969,581
|
|
|
$
|
938,647
|
|
|
$
|
913,809
|
|
|
$
|
876,885
|
|
|
$
|
750,673
|
|
Gross margin
|
$
|
628,488
|
|
|
$
|
616,132
|
|
|
$
|
590,717
|
|
|
$
|
570,535
|
|
|
$
|
558,378
|
|
|
$
|
472,837
|
|
Net income (loss)
|
$
|
(134,319
|
)
|
|
$
|
280,936
|
|
|
$
|
256,162
|
|
|
$
|
253,562
|
|
|
$
|
238,251
|
|
|
$
|
178,101
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
(1)
|
$
|
(0.86
|
)
|
|
$
|
1.79
|
|
|
$
|
1.64
|
|
|
$
|
1.62
|
|
|
$
|
1.52
|
|
|
$
|
1.14
|
|
Diluted
(1)
|
$
|
(0.86
|
)
|
|
$
|
1.78
|
|
|
$
|
1.62
|
|
|
$
|
1.61
|
|
|
$
|
1.52
|
|
|
$
|
1.13
|
|
(1)
|
Basic and diluted net income (loss) per share are computed independently for each of the quarters presented based on the weighted-average basic and fully diluted shares outstanding for each quarter. Therefore, the sum of quarterly basic and diluted net income (loss) per share information may not equal annual (or other multiple-quarter calculations of) basic and diluted net income (loss) per share.
|
•
|
Revenue Recognition
|
•
|
Inventories
|
•
|
Warranty
|
•
|
Allowance for Doubtful Accounts
|
•
|
Equity and Cash-Based Long-Term Incentive Compensation Plans
|
•
|
Contingencies and Litigation
|
•
|
Goodwill and Intangible Assets
|
•
|
Income Taxes
|
•
|
Valuation of Marketable Securities
|
•
|
When the customer fab 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.
|
•
|
When system sales to independent distributors have no installation requirement, contain no acceptance agreement, and 100% of the payment is due based upon shipment.
|
•
|
When the installation of the system is deemed perfunctory.
|
•
|
When the customer withholds acceptance due to issues unrelated to product performance, in which case revenue is recognized when the system is performing as intended and meets predetermined specifications.
|
|
Three months ended
|
|
|
|
|
||||||||||||||||||||
(Dollar amounts in thousands)
|
December 31,
2017 |
|
September 30, 2017
|
|
December 31,
2016 |
|
Q2 FY18 vs.
Q1 FY18 |
|
Q2 FY18 vs.
Q2 FY17 |
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Product
|
$
|
761,587
|
|
|
$
|
760,787
|
|
|
$
|
683,733
|
|
|
$
|
800
|
|
|
—
|
%
|
|
$
|
77,854
|
|
|
11
|
%
|
Service
|
214,235
|
|
|
208,794
|
|
|
193,152
|
|
|
5,441
|
|
|
3
|
%
|
|
21,083
|
|
|
11
|
%
|
|||||
Total revenues
|
$
|
975,822
|
|
|
$
|
969,581
|
|
|
$
|
876,885
|
|
|
$
|
6,241
|
|
|
1
|
%
|
|
$
|
98,937
|
|
|
11
|
%
|
Costs of revenues
|
$
|
347,334
|
|
|
$
|
353,449
|
|
|
$
|
318,507
|
|
|
$
|
(6,115
|
)
|
|
(2
|
)%
|
|
$
|
28,827
|
|
|
9
|
%
|
Gross margin percentage
|
64
|
%
|
|
64
|
%
|
|
64
|
%
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
|||||||||||
(Dollar amounts in thousands)
|
December 31,
2017 |
|
December 31,
2016 |
|
Q2 FY18 YTD vs.
Q2 FY17 YTD |
|||||||||
Revenues:
|
|
|
|
|
|
|||||||||
Product
|
$
|
1,522,374
|
|
|
$
|
1,245,486
|
|
|
$
|
276,888
|
|
|
22
|
%
|
Service
|
423,029
|
|
|
382,072
|
|
|
40,957
|
|
|
11
|
%
|
|||
Total revenues
|
$
|
1,945,403
|
|
|
$
|
1,627,558
|
|
|
$
|
317,845
|
|
|
20
|
%
|
Costs of revenues
|
$
|
700,783
|
|
|
$
|
596,343
|
|
|
$
|
104,440
|
|
|
18
|
%
|
Gross margin percentage
|
64
|
%
|
|
63
|
%
|
|
|
|
|
|
Three months ended
|
|||||||||||||||||||
(Dollar amounts in thousands)
|
December 31, 2017
|
|
September 30, 2017
|
|
December 31, 2016
|
|||||||||||||||
Korea
|
$
|
270,184
|
|
|
28
|
%
|
|
$
|
274,678
|
|
|
28
|
%
|
|
$
|
96,846
|
|
|
11
|
%
|
Taiwan
|
216,791
|
|
|
22
|
%
|
|
138,559
|
|
|
14
|
%
|
|
336,058
|
|
|
38
|
%
|
|||
Japan
|
154,762
|
|
|
16
|
%
|
|
146,435
|
|
|
15
|
%
|
|
67,855
|
|
|
8
|
%
|
|||
North America
|
149,042
|
|
|
15
|
%
|
|
129,250
|
|
|
13
|
%
|
|
153,162
|
|
|
17
|
%
|
|||
Europe & Israel
|
82,158
|
|
|
8
|
%
|
|
83,505
|
|
|
9
|
%
|
|
93,440
|
|
|
11
|
%
|
|||
China
|
66,460
|
|
|
7
|
%
|
|
168,339
|
|
|
17
|
%
|
|
73,152
|
|
|
9
|
%
|
|||
Rest of Asia
|
36,425
|
|
|
4
|
%
|
|
28,815
|
|
|
4
|
%
|
|
56,372
|
|
|
6
|
%
|
|||
Total
|
$
|
975,822
|
|
|
100
|
%
|
|
$
|
969,581
|
|
|
100
|
%
|
|
$
|
876,885
|
|
|
100
|
%
|
|
Gross Margin Percentage
|
|
|
Gross Margin Percentage
|
|||||
|
Three months ended
|
|
|
Three months ended
|
|
Six months ended
|
|||
September 30, 2017
|
63.5
|
%
|
|
December 31, 2016
|
63.7
|
%
|
|
63.4
|
%
|
Revenue volume of products and services
|
(0.1
|
)%
|
|
Revenue volume of products and services
|
0.6
|
%
|
|
1.4
|
%
|
Mix of products and services sold
|
0.5
|
%
|
|
Mix of products and services sold
|
0.5
|
%
|
|
(0.5
|
)%
|
Manufacturing labor, overhead and efficiencies
|
0.1
|
%
|
|
Manufacturing labor, overhead and efficiencies
|
(0.4
|
)%
|
|
(0.1
|
)%
|
Other service and manufacturing costs
|
0.4
|
%
|
|
Other service and manufacturing costs
|
—
|
%
|
|
(0.2
|
)%
|
December 31, 2017
|
64.4
|
%
|
|
December 31, 2017
|
64.4
|
%
|
|
64.0
|
%
|
(Dollar amounts in thousands)
|
Three months ended
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31,
2017 |
|
September 30,
2017 |
|
December 31,
2016 |
|
Q2 FY18 vs.
Q1 FY18 |
|
Q2 FY18 vs.
Q2 FY17 |
|||||||||||||||||
R&D expenses
|
$
|
156,745
|
|
|
$
|
146,732
|
|
|
$
|
130,912
|
|
|
$
|
10,013
|
|
|
7
|
%
|
|
$
|
25,833
|
|
|
20
|
%
|
R&D expenses as a percentage of total revenues
|
16
|
%
|
|
15
|
%
|
|
15
|
%
|
|
|
|
|
|
|
|
|
(Dollar amounts in thousands)
|
Six months ended
|
|
|
|
|
|||||||||
December 31,
2017 |
|
December 31,
2016 |
|
Q2 FY18 YTD vs.
Q2 FY17 YTD |
||||||||||
R&D expenses
|
$
|
303,477
|
|
|
$
|
260,145
|
|
|
$
|
43,332
|
|
|
17
|
%
|
R&D expenses as a percentage of total revenues
|
16
|
%
|
|
16
|
%
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
|
|
||||||||||||||||
(Dollar amounts in thousands)
|
December 31,
2017 |
|
September 30,
2017 |
|
December 31,
2016 |
|
Q2 FY18 vs.
Q1 FY18 |
|
Q2 FY18 vs.
Q2 FY17 |
||||||||||||||||
SG&A expenses
|
$
|
105,546
|
|
|
$
|
107,713
|
|
|
$
|
93,532
|
|
|
$
|
(2,167
|
)
|
|
(2
|
)%
|
|
$
|
12,014
|
|
|
13
|
%
|
SG&A expenses as a percentage of total revenues
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
|
|
|
|||||||||
(Dollar amounts in thousands)
|
December 31,
2017 |
|
December 31,
2016 |
|
Q2 FY18 YTD vs.
Q2 FY17 YTD |
|||||||||
SG&A expenses
|
$
|
213,259
|
|
|
$
|
187,920
|
|
|
$
|
25,339
|
|
|
13
|
%
|
SG&A expenses as a percentage of total revenues
|
11
|
%
|
|
12
|
%
|
|
|
|
|
(Dollar amounts in thousands)
|
Three months ended
|
||||||||||
December 31, 2017
|
|
September 30, 2017
|
|
December 31, 2016
|
|||||||
Interest expense
|
$
|
27,372
|
|
|
$
|
30,576
|
|
|
$
|
30,624
|
|
Other expense (income), net
|
$
|
(8,482
|
)
|
|
$
|
(5,041
|
)
|
|
$
|
(3,535
|
)
|
Interest expense as a percentage of total revenues
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
|||
Other expense (income), net as a percentage of total revenues
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
(Dollar amounts in thousands)
|
Six months ended
|
||||||
December 31, 2017
|
|
December 31, 2016
|
|||||
Interest expense
|
$
|
57,948
|
|
|
$
|
61,356
|
|
Other expense (income), net
|
$
|
(13,523
|
)
|
|
$
|
(7,271
|
)
|
Interest expense as a percentage of total revenues
|
3
|
%
|
|
4
|
%
|
||
Other expense (income), net as a percentage of total revenues
|
1
|
%
|
|
—
|
%
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(Dollar amounts in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income before income taxes
|
$
|
347,307
|
|
|
$
|
306,845
|
|
|
$
|
683,459
|
|
|
$
|
529,065
|
|
Provision for income taxes
|
$
|
481,626
|
|
|
$
|
68,594
|
|
|
$
|
536,842
|
|
|
$
|
112,713
|
|
Effective tax rate
|
138.7
|
%
|
|
22.4
|
%
|
|
78.5
|
%
|
|
21.3
|
%
|
•
|
We recorded a provisional tax amount of $340.9 million for the transition tax liability. We have not yet completed the calculation of the total post-1986 foreign E&P and the income tax pools for all foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from U.S. federal and state governments and regulatory organizations may change the provisional tax liability or the accounting treatment of the provisional tax liability.
|
•
|
We recorded a provisional tax amount of $101.1 million to re-measure certain deferred tax assets and liabilities as a result of the enactment of the Act. We are still analyzing certain aspects of the Act and refining the estimate of the expected reversal of our deferred tax balances. This can potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts.
|
(Dollar amounts in thousands)
|
As of
December 31, 2017 |
|
As of
June 30, 2017 |
||||
Cash and cash equivalents
|
$
|
1,073,394
|
|
|
$
|
1,153,051
|
|
Marketable securities
|
1,684,796
|
|
|
1,863,689
|
|
||
Total cash, cash equivalents and marketable securities
|
$
|
2,758,190
|
|
|
$
|
3,016,740
|
|
Percentage of total assets
|
51
|
%
|
|
55
|
%
|
||
|
|
|
|
||||
|
Six months ended December 31,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Cash flows:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
503,000
|
|
|
$
|
392,190
|
|
Net cash provided by (used in) investing activities
|
138,949
|
|
|
(308,156
|
)
|
||
Net cash used in financing activities
|
(726,429
|
)
|
|
(247,603
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
4,823
|
|
|
(7,886
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(79,657
|
)
|
|
$
|
(171,455
|
)
|
•
|
An increase in collections of approximately $271.0 million during the
six
months ended
December 31, 2017
compared to the
six
months ended
December 31, 2016
, mainly driven by higher shipments;
|
•
|
A decrease in payments for employee-related expenses of approximately $54.0 million during the
six
months ended
December 31, 2017
compared to the
six
months ended
December 31, 2016
, primarily due to a change in the timing of certain variable compensation payments; and
|
•
|
Favorable impacts from foreign currency hedges of approximately $10.0 million during the six months ended
December 31, 2017
compared to the
six
months ended
December 31, 2016
; partially offset by
|
◦
|
An increase in accounts payable payments of approximately $186.0 million during the
six
months ended
December 31, 2017
compared to the
six
months ended
December 31, 2016
; and
|
◦
|
A decrease in income tax payments of $36.9 million during the
six
months ended
December 31, 2017
compared to the
six
months ended
December 31, 2016
.
|
•
|
An increase in the repayment of debt of $616.3 million during the
six
months ended
December 31, 2017
compared to the
six
months ended
December 31, 2016
;
|
•
|
An increase in common stock repurchases of $80.4 million during the
six
months ended
December 31, 2017
compared to the
six
months ended
December 31, 2016
; and
|
•
|
An increase in dividend and dividend equivalent payments of $19.1 million during the
six
months ended
December 31, 2017
compared to the
six
months ended
December 31, 2016
, due to an increase in our quarterly dividend from $0.54 to $0.59 per share instituted during the six months ended
December 31, 2017
, partially offset by
|
◦
|
An increase in proceeds from revolving credit facility, net of issuance costs of $248.7 million during the six months ended
December 31, 2017
compared to the six months ended
December 31, 2016
.
|
|
Fiscal year ending June 30,
|
||||||||||||||||||||||||||||||
(In thousands)
|
Total
|
|
2018
(2)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 and thereafter
|
|
Other
|
||||||||||||||||
Debt obligations
(1)
|
$
|
2,500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
1,750,000
|
|
|
$
|
—
|
|
Interest payment associated with all
debt obligations
(3)
|
786,928
|
|
|
54,762
|
|
|
109,571
|
|
|
105,354
|
|
|
101,113
|
|
|
90,800
|
|
|
325,328
|
|
|
—
|
|
||||||||
Purchase commitments
(4)
|
480,814
|
|
|
451,614
|
|
|
29,049
|
|
|
47
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Income taxes
payable
(5)
|
70,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,590
|
|
||||||||
Operating leases
|
35,218
|
|
|
10,063
|
|
|
7,478
|
|
|
6,031
|
|
|
4,561
|
|
|
2,534
|
|
|
4,551
|
|
|
—
|
|
||||||||
Cash long-term incentive program
(6)
|
120,188
|
|
|
12,899
|
|
|
47,371
|
|
|
35,249
|
|
|
24,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Pension obligations
(7)
|
23,163
|
|
|
776
|
|
|
1,586
|
|
|
1,534
|
|
|
1,705
|
|
|
2,574
|
|
|
14,988
|
|
|
—
|
|
||||||||
Executive Deferred
Savings Plan
(8)
|
192,849
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192,849
|
|
||||||||
Transition tax payable
(9)
|
350,492
|
|
|
45,471
|
|
|
26,524
|
|
|
26,524
|
|
|
26,524
|
|
|
26,524
|
|
|
198,925
|
|
|
|
|||||||||
Other
(10)
|
7,590
|
|
|
158
|
|
|
5,460
|
|
|
1,529
|
|
|
332
|
|
|
111
|
|
|
—
|
|
|
—
|
|
||||||||
Total contractual cash obligations
|
$
|
4,567,832
|
|
|
$
|
575,743
|
|
|
$
|
227,039
|
|
|
$
|
426,268
|
|
|
$
|
159,008
|
|
|
$
|
622,543
|
|
|
$
|
2,293,792
|
|
|
$
|
263,439
|
|
(1)
|
Represents
$2.25 billion
aggregate principal amount of Senior Notes due from fiscal year 2020 to fiscal year 2035, and
$250.0 million
aggregate principal amount of borrowings under the Revolving Credit Facility due on November 30, 2022.
|
(2)
|
For remaining six months of fiscal year 2018.
|
(3)
|
The interest payments associated with the Senior Notes obligations included in the table above are based on the principal amount multiplied by the applicable coupon rate for each series of Senior Notes. Our future interest payments are subject to change if our then effective credit rating is below investment grade as discussed above. Borrowings under the Revolving Credit Facility will bear interest, at our option, at either: (i) the Alternative Base Rate (“ABR”) plus a spread, or (ii) the London Interbank Offered Rate (“LIBOR”) plus a spread. As of December 31, 2017, we elected to pay interest on the borrowed amount under the Revolving Credit Facility at LIBOR plus a spread of
125 bps
and we utilized the existing interest rates to project our estimated interest payments on the borrowed amount under the Revolving Credit Facility through fiscal year 2023. The interest payment under the Revolving Credit Facility for the undrawn balance is payable at 15 bps as a commitment fee based on the daily undrawn balance and we utilized the existing rate for the projected interest payments included in the table above. Our future interest payments for the Revolving Credit Facility is subject to change due to future fluctuations in the LIBOR rates or ABR rates if then elected, as well as any upgrades or downgrades to our then effective credit rating.
|
(4)
|
Represents an estimate of significant commitments to purchase inventory from our suppliers as well as an estimate of significant purchase commitments associated with other goods and services in the ordinary course of business. Our liability under these purchase commitments is generally restricted to a forecasted time-horizon as mutually agreed upon between the parties. This forecasted time-horizon can vary among different suppliers. 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 the arrangements are renegotiated or canceled. Certain agreements provide for potential cancellation penalties.
|
(5)
|
Represents the estimated income tax payable obligation related to uncertain tax positions as well as related accrued interest. We are unable to make a reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audit outcomes.
|
(6)
|
Represents the amount committed under our cash long-term incentive program. The expected payment after estimated forfeitures is approximately
$97.2 million
.
|
(7)
|
Represents an estimate of expected benefit payments up to fiscal year 2027 that was actuarially determined and excludes the minimum cash required to contribute to the plan. As of
December 31, 2017
, our defined benefit pension plans do not have material required minimum cash contribution obligations.
|
(8)
|
Represents the amount committed under our non-qualified executive deferred compensation plan. We are unable to make a reasonably reliable estimate of the timing of payments in individual years due to the uncertainties in the timing around participant’s separation and any potential changes that participants may decide to make to the previous distribution elections.
|
(9)
|
Represents our reasonable estimate of a provisional tax amount for the transition tax liability associated with our deemed repatriation of accumulated foreign earnings as a result from the enactment of the Tax Cuts and Jobs-Act into law on December 22, 2017.
|
(10)
|
Represents amounts committed for accrued dividends payable, substantially all of which are for the special cash dividend for the unvested restricted stock units as of the dividend record date as well as quarterly cash dividends for unvested restricted stock units granted with dividend equivalent rights. For additional details, refer to Note 8, “Equity and Long-term Incentive Compensation Plans,” to the condensed consolidated financial statements.
|
|
Three months ended
December 31, |
|
Six months ended
December 31, |
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Receivables sold under factoring agreements
|
$
|
47,232
|
|
|
$
|
28,242
|
|
|
$
|
79,133
|
|
|
$
|
84,975
|
|
Proceeds from sales of LCs
|
$
|
—
|
|
|
$
|
9,740
|
|
|
$
|
5,571
|
|
|
$
|
13,148
|
|
Rating Agency
|
Rating
|
Fitch
|
BBB+
|
Moody’s
|
Baa2
|
Standard & Poor’s
|
BBB
|
(In thousands)
|
As of
December 31, 2017 |
|
As of
June 30, 2017 |
||||
Cash flow hedge contracts
|
|
|
|
||||
Purchase
|
$
|
25,923
|
|
|
$
|
19,305
|
|
Sell
|
$
|
85,466
|
|
|
$
|
128,672
|
|
Other foreign currency hedge contracts
|
|
|
|
||||
Purchase
|
$
|
144,442
|
|
|
$
|
165,563
|
|
Sell
|
$
|
155,260
|
|
|
$
|
118,504
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the potential for reversal of the long-term historical trend of declining cost per transistor with each new generation of technological advancement within the semiconductor industry, and the adverse impact that such reversal may have upon our business;
|
•
|
the increasing cost of building and operating fabrication facilities and the impact of such increases on our customers’ investment decisions;
|
•
|
differing market growth rates and capital requirements for different applications, such as memory, logic and foundry;
|
•
|
lower level of process control adoption by our memory customers compared to our foundry and logic customers;
|
•
|
our customers’ reuse of existing and installed products, which may decrease their need to purchase new products or solutions at more advanced technology nodes;
|
•
|
the emergence of disruptive technologies that change the prevailing semiconductor manufacturing processes (or the economics associated with semiconductor manufacturing) and, as a result, also impact the inspection and metrology requirements associated with such processes;
|
•
|
the higher design costs for the most advanced integrated circuits, which could economically constrain leading-edge manufacturing technology customers to focus their resources on only the large, technologically advanced products and applications;
|
•
|
the possible introduction of integrated products by our larger competitors that offer inspection and metrology functionality in addition to managing other semiconductor manufacturing processes;
|
•
|
changes in semiconductor manufacturing processes that are extremely costly for our customers to implement and, accordingly, our customers could reduce their available budgets for process control equipment by reducing inspection and metrology sampling rates for certain technologies;
|
•
|
the bifurcation of the semiconductor manufacturing industry into (a) leading edge manufacturers driving continued research and development into next-generation products and technologies and (b) other manufacturers that are content with existing (including previous generation) products and technologies;
|
•
|
the ever escalating cost of next-generation product development, which may result in joint development programs between us and our customers or government entities to help fund such programs that could restrict our control of, ownership of and profitability from the products and technologies developed through those programs; and
|
•
|
the entry by some semiconductor manufacturers into collaboration or sharing arrangements for capacity, cost or risk with other manufacturers, as well as increased outsourcing of their manufacturing activities, and greater focus only on specific markets or applications, whether in response to adverse market conditions or other market pressures.
|
•
|
The mix and type of customers, and sales to any single customer, may vary significantly from quarter to quarter and from year to year, which exposes our business and operating results to increased volatility tied to individual customers.
|
•
|
New orders from our foundry customers in the past several years have constituted a significant portion of our total orders. This concentration increases the impact that future business or technology changes within the foundry industry may have on our business, financial condition and operating results.
|
•
|
In a highly concentrated business environment, if a particular customer does not place an order, or if they delay or cancel orders, we may not be able to replace the business. Furthermore, because our products are configured to each customer’s specifications, any changes, delays or cancellations of orders may result in significant, non-recoverable costs.
|
•
|
As a result of this consolidation, the customers that survive the consolidation represent a greater portion of our sales and, consequently, have greater commercial negotiating leverage. Many of our large customers have more aggressive policies regarding engaging alternative, second-source suppliers for the products we offer and, in addition, may seek and, on occasion, receive pricing, payment, intellectual property-related or other commercial terms that may have an adverse impact on our business. Any of these changes could negatively impact our prices, customer orders, revenues and gross margins.
|
•
|
Certain customers have undergone significant ownership changes, created alliances with other companies, experienced management changes or have outsourced manufacturing activities, any of which may result in additional complexities in managing customer relationships and transactions. Any future change in ownership or management of our existing customers may result in similar challenges, including the possibility of the successor entity or new management deciding to select a competitor’s products.
|
•
|
The highly concentrated business environment also increases our exposure to risks related to the financial condition of each of our customers. For example, as a result of the challenging economic environment during fiscal year 2009, we were (and in some cases continue to be) exposed to additional risks related to the continued financial viability of certain of our customers. To the extent our customers experience liquidity issues in the future, we may be required to incur additional bad debt expense with respect to receivables owed to us by those customers. In addition, customers with liquidity issues may be forced to reduce purchases of our equipment, delay deliveries of our products, discontinue operations or may be acquired by one of our customers, and in either case such event would have the effect of further consolidating our customer base.
|
•
|
Semiconductor manufacturers generally must commit significant resources to qualify, install and integrate process control and yield management equipment into a semiconductor production line. We believe that once a semiconductor manufacturer selects a particular supplier’s process control and yield management equipment, the manufacturer generally relies upon that equipment for that specific production line application for an extended period of time. Accordingly, we expect it to be more difficult to sell our products to a given customer for that specific production line application and other similar production line applications if that customer initially selects a competitor’s equipment. Similarly, we expect it to be challenging for a competitor to sell its products to a given customer for a specific production line application if that customer initially selects our equipment.
|
•
|
Prices differ among the products we offer for different applications due to differences in features offered or manufacturing costs. If there is a shift in demand by our customers from our higher-priced to lower-priced products, our gross margin and revenue would decrease. In addition, when products are initially introduced, they tend to have higher costs because of initial development costs and lower production volumes relative to the previous product generation, which can impact gross margin.
|
•
|
a negative impact on our ability to satisfy our future obligations;
|
•
|
an increase in the portion of our cash flows that may have to be dedicated to increased interest and principal payments that may not be available for operations, working capital, capital expenditures, acquisitions, investments, dividends, stock repurchases, general corporate or other purposes;
|
•
|
an impairment of our ability to obtain additional financing in the future; and
|
•
|
obligations to comply with restrictive and financial covenants as noted in the above risk factor and Note 7, “Debt,” to our condensed consolidated financial statements.
|
•
|
managing cultural diversity and organizational alignment;
|
•
|
exposure to the unique characteristics of each region in the global semiconductor market, which can cause capital equipment investment patterns to vary significantly from period to period;
|
•
|
periodic local or international economic downturns;
|
•
|
potential adverse tax consequences, including withholding tax rules that may limit the repatriation of our earnings, and higher effective income tax rates in foreign countries where we do business;
|
•
|
government controls, either by the United States or other countries, that restrict our business overseas or the import or export of semiconductor products or increase the cost of our operations;
|
•
|
compliance with customs regulations in the countries in which we do business;
|
•
|
tariffs or other trade barriers (including those applied to our products or to parts and supplies that we purchase);
|
•
|
political instability, natural disasters, legal or regulatory changes, acts of war or terrorism in regions where we have operations or where we do business;
|
•
|
fluctuations in interest and currency exchange rates may adversely impact our ability to compete on price with local providers or the value of revenues we generate from our international business. Although we attempt to manage some of our near-term currency risks through the use of hedging instruments, there can be no assurance that such efforts will be adequate;
|
•
|
longer payment cycles and difficulties in collecting accounts receivable outside of the United States;
|
•
|
difficulties in managing foreign distributors (including monitoring and ensuring our distributors’ compliance with applicable laws); and
|
•
|
inadequate protection or enforcement of our intellectual property and other legal rights in foreign jurisdictions.
|
•
|
we may have to devote unanticipated financial and management resources to acquired businesses;
|
•
|
the combination of businesses may cause the loss of key personnel or an interruption of, or loss of momentum in, the activities of our company and/or the acquired business;
|
•
|
we may not be able to realize expected operating efficiencies or product integration benefits from our acquisitions;
|
•
|
we may experience challenges in entering into new market segments for which we have not previously manufactured and sold products;
|
•
|
we may face difficulties in coordinating geographically separated organizations, systems and facilities;
|
•
|
the customers, distributors, suppliers, employees and others with whom the companies we acquire have business dealings may have a potentially adverse reaction to the acquisition;
|
•
|
we may have to write-off goodwill or other intangible assets; and
|
•
|
we may incur unforeseen obligations or liabilities in connection with acquisitions.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Total Number of
Shares
Purchased
(2)
|
|
Average Price Paid
per Share
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(3)
|
||||
October 1, 2017 to October 31, 2017
|
91,279
|
|
|
$
|
105.94
|
|
|
5,148,361
|
|
November 1, 2017 to November 30, 2017
|
154,601
|
|
|
$
|
104.19
|
|
|
4,993,760
|
|
December 1, 2017 to December 31, 2017
|
142,464
|
|
|
$
|
105.92
|
|
|
4,851,296
|
|
Total
|
388,344
|
|
|
$
|
105.24
|
|
|
|
(1)
|
Our Board of Directors has authorized a program for us to repurchase shares of our common stock. The total number and dollar amount of shares repurchased for the three months ended December 31, 2017 and fiscal years ended June 30, 2017, 2016 and 2015 were 0.4 million shares ($40.9 million), 0.2 million shares ($25.0 million), 3.4 million shares ($175.7 million) and 9.3 million shares ($608.9 million), respectively.
|
(2)
|
All shares were purchased pursuant to the publicly announced repurchase program described in footnote 1 above. Shares are reported based on the trade date of the applicable repurchase.
|
(3)
|
The stock repurchase program has no expiration date. Future repurchases of our common stock under our repurchase program may be effected through various different repurchase transaction structures, including isolated open market transactions or systematic repurchase plans.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 6.
|
EXHIBITS
|
|
|
|
Incorporated by Reference
|
|||
Exhibit
Number
|
|
Exhibit Description
|
Form
|
File
Number
|
Exhibit
Number
|
Filing
Date
|
|
|
|
|
|
|
|
|
|
8-K
|
000-09992
|
10.1
|
11/30/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
KLA-Tencor Corporation
|
|
|
|
|
(Registrant)
|
|
|
|
||
January 25, 2018
|
|
|
|
/s/ RICHARD P. WALLACE
|
(Date)
|
|
|
|
Richard P. Wallace
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
||
January 25, 2018
|
|
|
|
/s/ BREN D. HIGGINS
|
(Date)
|
|
|
|
Bren D. Higgins
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
||
January 25, 2018
|
|
|
|
/s/ VIRENDRA A. KIRLOSKAR
|
(Date)
|
|
|
|
Virendra A. Kirloskar
|
|
|
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
Incorporated by Reference
|
|||
Exhibit
Number
|
|
Exhibit Description
|
Form
|
File
Number
|
Exhibit
Number
|
Filing
Date
|
|
|
|
|
|
|
|
|
|
8-K
|
000-09992
|
10.1
|
11/30/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Lam Research Corporation | LRCX |
Texas Instruments Incorporated | TXN |
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|