On February 7, 2013, KLA-Tencor Corporation (the "Company") issued a press release announcing that the Company's Board of Directors has declared a cash dividend of $0.40 per share on the Company's Common Stock. Such dividend shall be payable on March 1, 2013 to the Company's stockholders of record as of the close of business on February 19, 2013. A copy of the press release is attached hereto as Exhibit 99.1.

In its meeting held on February 7, 2013, the Company's Board of Directors also approved a clarifying amendment to the definition of "Compensation" in Section 2(e) of the Company's Amended and Restated 1997 Employee Stock Purchase Plan ("ESPP") to specify that "payments upon vesting of cash long-term incentive awards issued by the Company" are included as compensation eligible for deduction for purposes of the ESPP. Prior to this amendment, the ESPP generally provided that any amounts includable as "wages" subject to tax under
Section 3101(a) of the Internal Revenue Code, as amended (which includes payments under the Company's cash long-term incentive awards), qualify as "Compensation" for purposes of the ESPP. Accordingly, the Company does not deem this amendment, which simply adds payments under cash long-term incentive awards to the illustrative list of included types of compensation, to be material.

The foregoing description of the amendment to the ESPP is qualified in its entirety by reference to the ESPP, which will be attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2013, which the Company expects to file with the Securities and Exchange Commission on or prior to May 10, 2013.

(d) Exhibits

The following exhibit is filed herewith:

Exhibit No.   Description
   99.1       Text of press release issued by KLA-Tencor Corporation dated February
              7, 2013