Annual report pursuant to Section 13 and 15(d)

Business Combinations - Orbotech Preliminary Purchase Price Allocation (Details)

v3.19.2
Business Combinations - Orbotech Preliminary Purchase Price Allocation (Details) - USD ($)
Feb. 20, 2019
Dec. 24, 2018
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2017
Allocation          
Goodwill     $ 2,211,858,000 $ 354,698,000 $ 349,526,000
Orbotech stock options vested and unsettled (in shares) 56,614        
Common Stock          
Allocation          
Merger agreement, share price (in dollars per share) $ 108.26        
Orbotech          
Business Acquisition          
Cash for outstanding Orbotech shares [1] $ 1,901,948,000        
Fair value of KLA-Tencor common stock issued for outstanding Orbotech shares [2] 1,324,657,000        
Cash for Orbotech equity awards [3] 9,543,000        
Fair value of KLA-Tencor common stock issued to settle Orbotech equity awards [4] 6,129,000        
Stock options and RSUs assumed [5] 13,281,000        
Total purchase consideration 3,255,558,000        
Less: cash acquired (215,640,000)        
Total purchase consideration, net of cash acquired 3,039,918,000        
Allocation          
Accounts receivable, net 200,517,000        
Inventories 329,491,000        
Contract assets 63,181,000        
Other current assets 73,557,000        
Property, plant and equipment 102,086,000        
Goodwill 1,811,760,000        
Intangible assets 1,553,570,000        
Other non-current assets 73,179,000        
Accounts payable (53,015,000)        
Accrued liabilities (179,624,000)        
Total current liabilities [6] (69,860,000)        
Deferred tax liabilities [7] (777,838,000)        
Total non-current liabilities [6] (67,901,000)        
Non-controlling interest (19,185,000)        
Total purchase consideration $ 3,039,918,000        
Merger agreement, share price (in dollars per share) $ 38.86        
Shares of common stock issued in acquisition (in shares) 12,200,000        
Merger agreement, entity shares issues per acquiree share (in shares) 0.25        
Cash for outstanding Orbotech shares [1] $ 1,901,948,000        
Purchase consideration, liability incurred, payment term 4 years        
Deferred payments $ 8,800,000        
Contingent consideration, earn-out 7,100,000        
Contingent consideration, current 4,300,000        
Contingent consideration, non-current $ 11,600,000        
Orbotech          
Allocation          
Shares outstanding (in shares) 48,900,000        
Orbotech | Frontline          
Business Acquisition          
Cash for outstanding Orbotech shares   $ 85,000,000      
Allocation          
Percentage of outstanding shares acquired   50.00%      
Cash for outstanding Orbotech shares   $ 85,000,000      
Purchase consideration, liability incurred   10,000,000      
Cash earn-out, minimum   5,000,000.0      
Cash earn-out, maximum   $ 20,000,000.0      
[1] Represents the total cash paid to settle 48.9 million outstanding Orbotech shares as of February 20, 2019 at $38.86 per Orbotech share.
[2] Represents the fair value of 12.2 million shares of our common stock issued to settle 48.9 million outstanding Orbotech shares. KLA issued 0.25 shares for each Orbotech share. The fair value of KLA’s common stock was $108.26 per share on the Acquisition Date.
[3] Represents primarily cash consideration for the settlement of the vested stock options and restricted stock units for which services were rendered by the employees of Orbotech prior to the closing, and a small portion for the settlement of fractional shares.
[4] Represents the fair value of share of 56,614 shares of KLA common stock issued to settle the vested Orbotech stock options. The fair value of KLA’s common stock was $108.26 per share on the Acquisition Date.
[5] Represents the fair value of the assumed stock options and RSUs to the extent those related to services provided by the employee of Orbotech prior to closing. Also refer to Note 9, “Equity, Long-Term Incentive Compensation Plans and Non-Controlling Interest” for additional information about assumed stock options and RSUs.
[6] On December 24, 2018, Orbotech, as part of its strategy to invest in the high growth area of the software business within the Printed Circuit Boards (“PCB”) industry, acquired the remaining 50% shares of Frontline, which was prior to that accounted as an equity investee, from Mentor Graphics Development Services (Israel) Ltd. Orbotech acquired all of the joint venture interests it did not previously own for $85.0 million in cash on hand and agreed to pay an additional $10.0 million in cash over four years plus a cash earn-out of not less than $5.0 million and up to $20.0 million. The earn out amounts are based on revenues from a Frontline product currently under development. As of both February 20, 2019 and June 30, 2019, the estimated fair market values of the four-year cash payment was $8.8 million and the earn-out was $7.1 million. As of both February 20, 2019 and June 30, 2019, these amounts have been included in current and non-current liabilities at $4.3 million and $11.6 million, respectively.
[7] Primarily related to tax impact on the future amortization of intangible assets acquired and inventory fair value adjustments.