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

6 Months Ended

Dec. 31, 2019

NOTE 3 – FAIR VALUE MEASUREMENTS

Our financial assets and liabilities are measured and recorded at fair value, except for our debt and certain equity investments in privately-held companies. Equity investments without a readily available fair value are accounted for using the measurement alternative. The measurement alternative is calculated as cost minus impairment, if any, plus or minus changes resulting from observable price changes.

Our non-financial assets, such as goodwill, intangible assets, and land, property and equipment, are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred.

Fair Value of Financial Instruments. We have evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. The fair value of our cash equivalents, accounts receivable, accounts payable and other current assets and liabilities approximate their carrying amounts due to the relatively short maturity of these items.

Fair Value Hierarchy. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:



Level 1		Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2		Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3		Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

As of December 31, 2019, the types of instruments valued based on quoted market prices in active markets included money market funds, certain U.S. Treasury securities and U.S. Government agency securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.

The types of instruments valued based on other observable inputs included corporate debt securities, sovereign securities, municipal securities, certain U.S. Treasury and U.S. Government agency 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 we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants generally are large financial institutions. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.

The fair value of deferred payments and contingent consideration payable, the majority of which were recorded in connection with recent business combinations, were classified as Level 3 and estimated using significant inputs that were not observable in the market. See Note 6 “Business Combinations” of the Condensed Consolidated Financial Statements for additional information.

Financial assets (excluding cash held in operating accounts and time deposits) and liabilities measured at fair value on a recurring basis, as of the date indicated below, were presented on our Condensed Consolidated Balance Sheets as follows:



As of December 31, 2019 (In thousands)	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Little or No Market Activity Inputs (Level 3)
Assets
Cash equivalents:
Corporate debt securities	$	857		$	—	$	857		$	—
Money market funds and other	435,933			435,933		—			—
U.S. Treasury securities	7,600			—		7,600			—
Marketable securities:
Corporate debt securities	385,179			—		385,179			—
Municipal securities	9,218			—		9,218			—
Sovereign securities	6,013			—		6,013			—
U.S. Government agency securities	94,776			94,776		—			—
U.S. Treasury securities	239,783			222,929		16,854			—
Total cash equivalents and marketable securities⁽¹⁾	1,179,359			753,638		425,721			—
Other current assets:
Derivative assets	3,173			—		3,173			—
Other non-current assets:
Executive Deferred Savings Plan	216,612			166,460		50,152			—
Total financial assets⁽¹⁾	$	1,399,144		$	920,098	$	479,046		$	—
Liabilities
Derivative liabilities	$	(1,759	)	$	—	$	(1,759	)	$	—
Deferred payments	(6,500		)	—		—			(6,500		)
Contingent consideration payable	(15,725		)	—		—			(15,725		)
Total financial liabilities	$	(23,984	)	$	—	$	(1,759	)	$	(22,225	)

________________

(1) Excludes cash of $412.5 million held in operating accounts and time deposits of $85.7 million as of December 31, 2019.



As of June 30, 2019 (In thousands)	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Little or No Market Activity Inputs (Level 3)
Assets
Cash equivalents:
Corporate debt securities	$	10,988		$	—	$	10,988		$	—
Money market funds and other	352,708			352,708		—			—
U.S. Government agency securities	27,994			—		27,994			—
U.S. Treasury securities	55,858			—		55,858			—
Marketable securities:
Corporate debt securities	422,089			—		422,089			—
Municipal securities	1,913			—		1,913			—
Sovereign securities	5,994			—		5,994			—
U.S. Government agency securities	131,224			131,224		—			—
U.S. Treasury securities	151,838			151,838		—			—
Total cash equivalents and marketable securities⁽¹⁾	1,160,606			635,770		524,836			—
Other current assets:
Derivative assets	2,557			—		2,557			—
Other non-current assets:
Executive Deferred Savings Plan	207,581			158,021		49,560			—
Total financial assets⁽¹⁾	$	1,370,744		$	793,791	$	576,953		$	—
Liabilities
Derivative liabilities	$	(3,334	)	$	—	$	(3,334	)	$	—
Deferred payments	(8,800		)	—		—			(8,800		)
Contingent consideration payable	(14,005		)	—		—			(14,005		)
Total financial liabilities	$	(26,139	)	$	—	$	(3,334	)	$	(22,805	)

________________

(1) Excludes cash of $479.8 million held in operating accounts and time deposits of $99.0 million as of June 30, 2019.

There were no transfers between Level 1, Level 2 and Level 3 fair value measurements during the six months ended December 31, 2019. See Note 8 “Debt” of the Condensed Consolidated Financial Statements for disclosure of the fair value of our Senior Notes.

- 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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