KLA Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

Fair Value Measurements

3 Months Ended

Sep. 30, 2017

NOTE 2 – FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities are measured and recorded at fair value, except for its debt and certain equity investments in privately-held companies. These equity investments are generally accounted for under the cost method of accounting and are periodically assessed for other-than-temporary impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. The Company’s non-financial assets, such as goodwill, intangible assets, and land, property and equipment, are recorded at cost and 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. KLA-Tencor has 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 the Company’s 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.

The Company’s financial instruments were classified within Level 1 or Level 2 of the fair value hierarchy as of September 30, 2017, because they were valued using quoted market prices, broker/dealer quotes or alternative pricing sources with observable levels of price transparency. As of September 30, 2017, the types of instruments valued based on quoted market prices in active markets included money market funds, U.S. Treasury securities, and certain U.S. Government agency securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.

As of September 30, 2017, the types of instruments valued based on other observable inputs included corporate debt securities and sovereign securities. 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 the Company executes its 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. The Company’s 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.

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 the Company’s Condensed Consolidated Balance Sheet as follows:



As of September 30, 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	$	923,316		$	923,316	$	—
Marketable securities:
Corporate debt securities	965,735			—		965,735
Sovereign securities	14,531			—		14,531
U.S. Government agency securities	362,196			362,196		—
U.S. Treasury securities	381,361			381,361		—
Total cash equivalents and marketable securities⁽¹⁾	2,647,139			1,666,873		980,266
Other current assets:
Derivative assets	4,043			—		4,043
Other non-current assets:
Executive Deferred Savings Plan	187,785			140,307		47,478
Total financial assets⁽¹⁾	$	2,838,967		$	1,807,180	$	1,031,787
Liabilities
Other current liabilities:
Derivative liabilities	$	(1,235	)	$	—	$	(1,235	)
Total financial liabilities	$	(1,235	)	$	—	$	(1,235	)

________________

(1) Excludes cash of $360.0 million held in operating accounts and time deposits of $49.3 million as of September 30, 2017.



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	)

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(1) Excludes cash of $307.4 million held in operating accounts and time deposits of $39.4 million as of June 30, 2017.

There were no transfers between Level 1 and Level 2 fair value measurements during the three months ended September 30, 2017. The Company did not have any assets or liabilities measured at fair value on a recurring basis within Level 3 fair value measurements as of September 30, 2017 or June 30, 2017.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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