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

Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

Six Months Ended

(In thousands)

December 31, 2018

Net income attributable to KLA

Business Combinations

6 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

BUSINESS COMBINATIONS

注6-业务组合

Fiscal 2020 Acquisition

On August 22, 2019, we acquired the outstanding shares of a privately-held company, primarily to expand our products and services offerings, for a total purchase consideration of $93.9 million ，包括承诺支付额外考虑的承诺的公允价值 $60.0 million contingent on the achievement of certain milestones. As of December 31, 2019 , the estimated fair value of the additional consideration was $9.4 million 这被归类为凝结合并资产负债表的非流动责任。

从收购之日起，我们在2020财政年度第一季度完成的收购收购的财务业绩。这些结果对我们凝结的合并财务报表并不重要。

The purchase price of the fiscal 2020 acquisition was allocated on a preliminary basis as follows:



(In thousands)	Fair Value
净有形资产 (including cash and cash equivalents of $6.6 million)	$	7,196
递延所得税负债	(15,265		)
Intangible assets	47,931
Goodwill	54,001
Total	$	93,863

The purchase price allocation is preliminary and as additional information becomes available, we may further revise the preliminary purchase price allocation during the remainder of the measurement period, which will not exceed 12 months from the closing of the acquisition.

The $54.0 million 善意被分配给晶圆检查和图案报告单位。 No ne of the goodwill recognized is deductible for income tax purposes.

2019财年收购

Orbotech Acquisition

On February 20, 2019, we completed the acquisition of Orbotech for total purchase consideration of approximately $3.26 billion 。Orbotech是针对电子产品制造的增强产量和工艺解决方案的全球供应商。KLA收购了Orbotech，以扩展和增强其产品组合，以解决印刷电路板，平板显示屏，高级包装和半导体制造区域中的市场机会。

Purchase Price Allocation

The total purchase consideration has been allocated as follows (in thousands):



Purchase Price
Cash for outstanding Orbotech shares ⁽¹⁾	$	1,901,948
Fair value of KLA common stock issued for outstanding Orbotech shares ^（2）	1,324,657
Orbotech Equity Awards的现金 ^（3）	9,543
Fair value of KLA common stock issued to settle Orbotech equity awards ^（4）	6,129
假定股票期权和RSU ^（5）	13,281
总购买考虑	3,255,558
Less: cash acquired	(215,640		)
总购买考虑，获得现金的净额	$	3,039,918

Allocation
Accounts receivable, net	$	197,873
Inventories	330,325
Contract assets	63,181
其他流动资产	70,622
财产，工厂和设备，网络	97,664
Goodwill	1,845,728
Intangible assets	1,553,570
Other non-current assets	73,179
应付账款	(53,015		)
Accrued liabilities	(173,507		)
Other current liabilities ⁽⁶⁾	（73,057		)
递延所得税负债 ⁽⁷⁾	(786,671		)
其他非电流负债 ⁽⁶⁾	(86,789		)
非控制兴趣	(19,185		)
	$	3,039,918

________________


(1)	代表支付的总现金来定居 4890万 outstanding Orbotech shares as of February 20, 2019 at $38.86 per Orbotech share.


（2）	代表公允价值的公允价值 12.2 million shares of our common stock issued to settle 4890万杰出的Orbotech股票。KLA发行 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）	代表主要考虑既得股票期权和限制性股票单位的现金考虑，在关闭之前，Orbotech雇员为其提供了服务，以及一小部分用于和解股份。


（4）	代表份额的公允价值 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）	在关闭之前，代表假定股票期权和RSU的公允价值。另请参阅注释10的注释，“股权，长期激励薪酬计划和非控制权的利息”，以获取有关假定股票期权和RSU的其他信息。

(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 from Mentor Graphics Development Services (Israel) Ltd. Prior to the acquisition, Frontline was an equity investee. Orbotech acquired all of the joint venture interests it did not previously own for 8500万美元 in cash on hand and agreed to pay an additional $10.0 million 现金结束四年 plus a cash earn-out of not less than 500万美元 and up to $20.0 million 。The earn out amounts are based on revenues from a Frontline product currently under development. As of February 20, 2019, the estimated fair market values of the four -year cash payment and the earn-out were $8.8 million and $7.1 million , respectively. As of December 31, 2019 ，估计的公平市场价值 four -year cash payment and the earn-out were $6.5 million and 310万美元，分别将这些金额包括在当前和非电流负债中 $2.3 million and $7.3 million respectively.


(7)	主要与税收影响对未来的无形资产和库存公允价值调整的摊销有关。

During the second quarter of the fiscal year ended June 30, 2020, we recorded measurement period adjustments to reflect facts and circumstances in existence as of the Acquisition Date. These adjustments primarily related to the additional reserves for uncertain tax positions of 1690万美元 and other individually insignificant items of $ 10.4 million 对递延所得税负债的相关影响 $8.8 million 。This resulted in the corresponding increase to goodwill of $36.1 million 。

购买价格是实实在在的分配and identified intangible assets acquired and liabilities assumed based on their estimated fair values, which were determined using generally accepted valuation techniques on the basis of inputs and assumptions made by management at the time of the Orbotech Acquisition.

The operating results of Orbotech have been included in our Condensed Consolidated Financial Statements for the six months ended December 31, 2019 。The goodwill was primarily attributable to the assembled workforce of Orbotech, planned growth in new markets and synergies expected to be achieved from the combined operations of KLA and Orbotech. None 善意的减免所得税purposes. Goodwill arising from the Orbotech Acquisition has been allocated to the Specialty Semiconductor Process; and the PCB and Display reporting units during the fiscal year ended June 30, 2019. For additional details, refer to Note 7 “Goodwill and Purchased Intangible Assets” of the Consolidated Financial Statements included in our Annual Report Form 10-K for the fiscal year ended June 30, 2019 。

Intangible Assets

The estimated fair value and weighted average useful life of the Orbotech intangible assets are as follows:



(In thousands)	Fair Value		Weighted Average Useful Lives (in years)
现有技术 ⁽¹⁾	$	1,008,000	8
Customer-related assets ^（2）	227,000		8
积压 ^（3）	37,500		1
商业名称 ^（4）	91,500		7
关闭市场租赁 ^（5）	2,070		7
Total identified finite-lived intangible assets	1,366,070
过程中的研发 ⁽⁶⁾	187,500		N/A。
Total identified intangible assets	$	1,553,570

________________

(1)

现有技术was identified from the products of Orbotech and its fair value was determined using the Relief-from-Royalty Method under the income approach, which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

（2）

Customer contracts and related relationships represent the fair value of the existing relationships with the Orbotech customers and its fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The economic useful life was determined based on historical customer attrition rates.

（3）

积压primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or canceled by the customer, often without penalty. Orbotech’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three to twelve months. The fair value was determined using the Multi-Period Excess Earning Method. The economic useful life is based on the time to fulfill the outstanding order backlog obligation.


（4）	商标名称主要与“ Orbotech”商标名称有关。公允价值是通过在收入方法下应用救济 - 皇家方法来确定的。经济有用的生活是根据商品名称的预期寿命确定的。


（5）	The favorable / unfavorable components of the acquired leases were determined using the Income Approach which involves present valuing the difference in future cash flows between the contracted lease payments and the rent payable to a market participant over the lease terms. The economic useful life is based on the remaining lease term.


(6)	The fair value of in-process research and development (“IPR&D”) was determined using the relief-from-royalty method under the income approach, which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset.

We believe the amounts of purchased intangible assets recorded above represent the fair values of and approximate the amounts a market participant would pay for, these intangible assets as of the Acquisition Date.

其他2019财年收购

During the three months ended March 31, 2019 we acquired three privately-held companies primarily to expand our products and services offerings for an aggregate purchase price of $118.3 million , including a post-closing working capital adjustment, and the fair value of the promise to pay additional consideration of up to $13.0 million contingent on the achievement of certain milestones. As of December 31, 2019 , the estimated fair value of the additional consideration was 250万美元这被归类为凝结合并资产负债表的非流动责任。

During the three months ended September 30, 2018 we acquired two privately-held companies for an aggregate purchase price of $15.4 million , including the fair value of the promise to pay total additional consideration of up to 600万美元 contingent on the achievement of certain milestones. As of December 31, 2019 , the estimated fair value of the additional consideration was $0.7 million , which is classified as a non-current liability on the Condensed Consolidated Balance Sheets.

None of these acquisitions were individually material to our Condensed Consolidated Financial Statements.

The aggregate purchase price of the other fiscal 2019 acquisitions was allocated on a preliminary basis as follows:



(In thousands)	Fair Value
净有形资产(including Cash and cash equivalents of $2.6 million)	$	13,214
Identifiable intangible assets	75,130
Goodwill	45,380
Total	$	133,724

The goodwill was primarily assigned to the Wafer Inspection and Patterning, and GSS reporting units, and mainly attributable to the assembled workforce, and planned growth in new markets. A portion of the goodwill is deductible for income tax purposes.

补充未审核的专业信息信息：

The following unaudited pro forma financial information summarizes the combined results of operations for KLA, Orbotech, and the three acquisitions completed in the third quarter of fiscal 2019 as if the companies were combined as of the beginning of fiscal 2018. The unaudited pro forma information includes adjustments to amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based compensation expense, the purchase accounting effect on inventory acquired, the purchase accounting effect on deferred revenue, interest expense and amortization of debt issuance costs associated with the Senior Notes financing, and transaction costs.

下表反映了材料和未进行调整对未直接归因于收购的指定期间未经审核的Pro fora结果的影响：



	三个月结束了			Six Months Ended
Non-recurring Adjustments (In thousands)	December 31, 2018
由于递延收入公允价值调整而减少 /（增加）收入	$	—		$	—
(Decrease) / increase to expense as a result of inventory fair value adjustment	$	478		$	957
（减少） /由于交易成本而增加费用	$	(3,138	)	$	（8,036	)
(Decrease) / increase to expense as a result of compensation costs	$	2,811		$	5621年

The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisitions actually occurred at the beginning of fiscal year 2018 or of the results of our future operations of the combined businesses.

我们没有包括形式上的脸上ts of operations for the acquisition of privately-held companies completed in the first quarter of fiscal 2019 or the first quarter of fiscal 2020 herein as they were not material to us on either an individual or in aggregate. We included the results of operations of each acquisition in our Condensed Consolidated Statements of Operations from the date of each acquisition.