What the changes say
- Export controls and tariffs now dominate risks to KLA’s China sales, global operations, and financial results.
- An ERP upgrade due in fiscal 2027 adds data migration, implementation, and financial-reporting risks.
- AI-driven investment and semiconductor process changes could alter customer spending, competition, and technology requirements.
- New risks also cover $2.00 billion of interest-rate-swapped debt and potential restructuring, impairment, and inventory charges.
What changed since the prior 10-K
New
- NewMacroeconomic, International Trade, Operational and Regulatory Risks
We are exposed to risks associated with a weakening in the condition of the financial markets and the global economy
Weaker global demand, tighter credit, and higher interest rates could cause customers to delay equipment and service orders.
- NewMacroeconomic, International Trade, Operational and Regulatory Risks
China, and may significantly harm our business, results of operations, financial condition and cash flows, unless we are able to obtain required licenses
U.S. export controls and other trade restrictions on China could limit KLA’s global operations and sales without required licenses.
- NewMacroeconomic, International Trade, Operational and Regulatory Risks
Recently announced and future U.S. tariffs, retaliatory trade measures and other trade restrictions, as well as uncertainty regarding tariff authority, implementation and refund processes, may have a material adverse impact on our results of operations
Evolving U.S. tariffs, retaliatory measures, and possible semiconductor trade investigations could increase costs and reduce operating results.
- NewMacroeconomic, International Trade, Operational and Regulatory Risks
Our efforts to address these risks, such as through operational adjustments and pricing strategies, may not be successful. Such efforts may need time to take effect and may have an adverse impact on our results of operations
Operational adjustments, pricing actions, and efforts to recover previously paid duties may fail or delay cash receipts.
- NewMacroeconomic, International Trade, Operational and Regulatory Risks
We rely upon critical information systems, including our ERP system, for daily business operations and financial reporting, and system failures, implementation issues, or limited access to critical information could adversely affect our business operations
The planned fiscal 2027 ERP upgrade could create data migration, technical, administrative, and financial-reporting problems.
- NewMacroeconomic, International Trade, Operational and Regulatory Risks
We are exposed to risks associated with our interest rate hedging activities
Interest-rate swaps cover $2.00 billion of fixed-rate debt; rising rates or counterparty failure could increase interest costs or losses.
- NewIndustry and Technology Risks
Ongoing changes in the technology industry, including AI-related developments and changes in semiconductor manufacturing processes, customer investment patterns and end-market demand, could expose our business to significant risks
AI, changing semiconductor processes, customer investment patterns, and end-market demand may require costly changes to products and operations.
- NewBusiness Model and Capital Structure Risks
standards and develop as well as offer competitive technology solutions in a timely manner with cost-effective products could result in loss of market share, unanticipated costs and inventory obsolescence, which would adversely impact our business, operating results and financial condition
Large R&D investments may not produce accepted, profitable products, while unsuccessful development could cause market-share loss and inventory obsolescence.
- NewBusiness Model and Capital Structure Risks
We have recorded significant asset impairment, restructuring and inventory write-off charges and may do so again in the future, which could have a material negative impact on our results of operations
Further workforce reductions, restructuring, impairment, or excess-inventory write-offs could materially reduce results and disrupt productivity.
Dropped
- Dropped
Recently announced and future U.S. tariffs or other restrictions placed on imports, retaliatory trade measures taken by other countries and resulting trade wars may have a material adverse impact on our results of operations
- Dropped
make and execute business and capital equipment investment plans or increase supply chain complexity, which may have an impact on our ability to source the materials necessary to manufacture our products
- Dropped
We rely upon certain critical information systems for our daily business operations. Our inability to use or access our information systems at critical points in time could unfavorably impact our business operations
- Dropped
Ongoing changes in the technology industry, as well as the semiconductor industry in particular, could expose our business to significant risks
U.S. tariffs, retaliatory measures, and resulting trade wars affecting operating results.
- DroppedRisks Related to Our Business Model and Capital Structure
Historically, we have recorded restructuring charges related to our prior global workforce reductions, large excess
Operational adjustments, pricing strategies, and supply-chain complexity related to trade restrictions.
Reworded
- 100% rewrittenMacroeconomic, International Trade, Operational and Regulatory Risks
Any of the factors above could have a significant negative impact on our business and results of operations
Refocuses the export-control risk on Commerce and other authorities limiting product sales and services, particularly to China.
- 70% rewrittenBusiness Model and Capital Structure Risks
If we do not develop and introduce new products and technologies in a timely manner in response to changing market conditions or customer requirements, our business could be seriously harmed
No substantive wording change is shown; the semiconductor and PCB innovation risk remains materially the same.
- 56% rewrittenIndustry and Technology Risks
We are exposed to risks related to the development, adoption, governance and use of AI by us, our competitors and other third parties
Adds unpredictable AI development and potential disruption across the semiconductor supply chain, while the shown text omits prior algorithm and data-quality concerns.
Was: We are exposed to risks related to the use of AI by us, our competitors and other third parties
- 53% rewrittenMacroeconomic, International Trade, Operational and Regulatory Risks
We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war. If international political instability or geopolitical tensions continue or increase, our business and results of operations could be harmed
No substantive wording change is shown; the terrorism, war, geopolitical, and Israel-related exposure remains materially the same.
- 41% rewrittenIndustry and Technology Risks
Any of these factors could have a material adverse effect on our business, financial condition and operating results
Adds AI-related investment trends to the factors driving semiconductor customer purchasing cycles.
- 41% rewrittenMacroeconomic, International Trade, Operational and Regulatory Risks
Additionally, the Chinese government has adopted, and may further adopt, new regulations, in response to U.S. government actions, which could adversely affect our ability to do business in China
Shifts emphasis from penalties for export-law violations to regulatory delays, denials, and China-bound products held by U.S. Customs.
- 35% rewrittenBusiness Model and Capital Structure Risks
Our business would be harmed if we do not receive parts, materials and subassemblies sufficient in number and performance to meet our production requirements and product specifications in a timely, cost-effective and compliant manner
No substantive wording change is shown; the risk of insufficient or untimely parts, materials, and subassemblies remains materially the same.
Was: Our business would be harmed if we do not receive parts sufficient in number and performance to meet our production requirements and product specifications in a timely and cost-effective manner
All 44 risk factors
Headings as the filing states them, in filing order.
Macroeconomic, International Trade, Operational and Regulatory Risks
- 01We are exposed to risks associated with a weakening in the condition of the financial markets and the global economyNew
- 02If we are unable to timely and appropriately adapt to changes resulting from difficult macroeconomic conditions, our business, financial condition or results of operations may be materially and adversely affected
- 03Any of the factors above could have a significant negative impact on our business and results of operations100% rewritten
- 04China, and may significantly harm our business, results of operations, financial condition and cash flows, unless we are able to obtain required licensesNew
- 05Additionally, the Chinese government has adopted, and may further adopt, new regulations, in response to U.S. government actions, which could adversely affect our ability to do business in China41% rewritten
- 06Recently announced and future U.S. tariffs, retaliatory trade measures and other trade restrictions, as well as uncertainty regarding tariff authority, implementation and refund processes, may have a material adverse impact on our results of operationsNew
- 07Our efforts to address these risks, such as through operational adjustments and pricing strategies, may not be successful. Such efforts may need time to take effect and may have an adverse impact on our results of operationsNew
- 08We might be involved in claims or disputes related to IP or other confidential information that may be costly to resolve, prevent us from selling or using the challenged technology and seriously harm our operating results and financial condition
- 09We are exposed to various risks related to the legal, regulatory and tax environments in which we perform our operations and conduct our business
- 10Differing expectations, requirements and attention to ESG matters from our stakeholders, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business
- 11We depend on key personnel to manage our business effectively, and if we are unable to attract, retain and motivate our key employees, our sales and product development could be harmed
- 12We outsource a number of services to third-party service providers, which decreases our control over the performance of these functions. Disruptions or delays at our third-party service providers could adversely impact our operations
- 13We depend on information technology for our business and are exposed to risks related to cybersecurity threats and cyber incidents affecting our, our customers ’ , suppliers ’ and other service providers ’ systems and networks
- 14We rely upon critical information systems, including our ERP system, for daily business operations and financial reporting, and system failures, implementation issues, or limited access to critical information could adversely affect our business operationsNew
- 15We cannot provide any assurance that alternate means of conducting our operations (whether through alternate production capacity or service providers or otherwise) would be available if a major disruption were to occur or that, if such alternate means were available, they could be obtained on favorable terms
- 16We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war. If international political instability or geopolitical tensions continue or increase, our business and results of operations could be harmed53% rewritten
- 17We self-insure certain risks including earthquake risk. If one or more of the uninsured events occurs, we could suffer major financial loss
- 18We are exposed to foreign currency exchange rate fluctuations. Although we hedge certain currency risks, we may still be adversely affected by changes in foreign currency exchange rates or declining economic conditions in these countries
- 19We are exposed to fluctuations in interest rates and the market values of our portfolio investments, and an impairment of our investments could harm our earnings. In addition, we and our stockholders are exposed to risks related to the volatility of the market for our common stock
- 20We are exposed to risks associated with our interest rate hedging activitiesNew
- 21We are exposed to risks in connection with tax and regulatory compliance audits in various jurisdictions
- 22A change in our effective tax rate can have a significant adverse impact on our business
- 23Compliance with federal securities laws, rules and regulations, as well as NASDAQ requirements, has become increasingly complex, and the significant attention and expense we must devote to those areas may have an adverse impact on our business
- 24A change in accounting standards or practices or a change in existing taxation rules or practices (or changes in interpretations of such standards, practices or rules) can have a significant effect on our reported results and may even affect reporting of transactions completed before the change is effective
Industry and Technology Risks
- 25Ongoing changes in the technology industry, including AI-related developments and changes in semiconductor manufacturing processes, customer investment patterns and end-market demand, could expose our business to significant risksNew
- 26We are exposed to risks associated with a highly concentrated customer base
- 27Any of these factors could have a material adverse effect on our business, financial condition and operating results41% rewritten
- 28We are exposed to risks related to the development, adoption, governance and use of AI by us, our competitors and other third parties56% rewritten
Business Model and Capital Structure Risks
- 29If we do not develop and introduce new products and technologies in a timely manner in response to changing market conditions or customer requirements, our business could be seriously harmed70% rewritten
- 30standards and develop as well as offer competitive technology solutions in a timely manner with cost-effective products could result in loss of market share, unanticipated costs and inventory obsolescence, which would adversely impact our business, operating results and financial conditionNew
- 31Our success is dependent in part on our technology and other proprietary rights. If we are unable to maintain our lead or protect our proprietary technology, we may lose valuable assets
- 32We also maintain trademarks on certain of our products and services and claim copyright protection for certain proprietary software and documentation. However, we can give no assurance that our trademarks and copyrights will be upheld or successfully deter infringement by third parties
- 33Our future performance depends, in part, upon our ability to continue to compete successfully worldwide
- 34Our business would be harmed if we do not receive parts, materials and subassemblies sufficient in number and performance to meet our production requirements and product specifications in a timely, cost-effective and compliant manner35% rewritten
- 35If we fail to operate our business in accordance with our business plan, our operating results, business and stock price may be significantly and adversely impacted
- 36We have a leveraged capital structure
- 37Our leveraged capital structure may adversely affect our financial condition, results of operations and net income per share
- 38There can be no assurance that we will continue to declare cash dividends at all or in any particular amounts
- 39We are exposed to risks related to our commercial terms and conditions, including our indemnification of third parties, as well as the performance of our products
- 40There are risks associated with our receipt of government funding
- 41We have recorded significant asset impairment, restructuring and inventory write-off charges and may do so again in the future, which could have a material negative impact on our results of operationsNew
- 42We are exposed to risks related to our receivables factoring and banking arrangements
- 43We are subject to the risks of additional government actions in the event we were to breach the terms of any settlement arrangement into which we have entered
- 44Our Bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions and proceedings, which could limit the ability of our stockholders to obtain a judicial forum of their choice for disputes with the Company or its directors, officers or employees
Other KLA 10-Ks
- FY2025 10-K risk factors40 risks
International revenue exposure and complex regulatory restrictions regarding China dominate KLA Corp's risk profile. Significant reliance on a concentrated semiconductor customer base creates cyclical demand vulnerabilities. Substantial indebtedness and supply chain dependencies further impact financial stability.
Filed Aug 08, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.