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<FILENAME>filename2.txt
<TEXT>
 March 24, 2026

Lester Wong
Chief Financial Officer
Kulicke & Soffa Industries Inc.
1005 Virginia Dr
Fort Washington, PA 19034

 Re: Kulicke & Soffa Industries Inc.
 Form 10-Q for the Quarter ended January 3, 2026
 Filed February 5, 2026
 File No. 000-00121
Dear Lester Wong:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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 Document March 19, 2026 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Melissa Gilmore and Kevin Woody Re: Kulicke and Soffa Industries, Inc. Form 10-Q for the Quarter ended January 3, 2026 Filed February 5, 2026 File No. 000-00121 Dear Melissa Gilmore and Kevin Woody: We are writing in response to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 9, 2026, to Lester Wong, Interim Chief Executive Officer and Chief Financial Officer of Kulicke and Soffa Industries, Inc. (the “Company”), related to the above referenced filings made by the Company. For your convenience, the Staff’s comments are reproduced below in italics, followed by the Company’s responses. *** Form 10-Q for the Quarter ended January 3, 2026 Notes to Consolidated Financial Statements Note 15: Segment Information, page 22 1. We note your table including operating information by segment which includes a negative selling, general, and administrative amount for advanced solutions for the three months ended December 28, 2024. Please revise to include a note explaining the credit balance components in this amount. Response : The Company acknowledges the Staff’s comment. The negative selling, general and administrative (“SG&A”) amount for the Advanced Solutions segment for the three months ended December 28, 2024 primarily reflects income recognized during that period, including gains and reimbursements associated with the cessation of business as a result of the cancellation of a prior project, previously referred to as Project W (the "Project"). This was previously disclosed in Note 17: Cessation of Business in the Company's Annual Report on Form 10-K for the fiscal year ended October 4, 2025. In response to the Staff’s comment, the Company will revise its future filings to include an explanatory note to the segment operating information table to clarify the credit balance components included in SG&A for the applicable reportable segment against the reporting and comparative periods. The following is the explanatory note disclosure that the Company proposes to incorporate in future filings: "The credit balance for the Advanced Solutions segment is primarily due to a $71.1 million reimbursement for certain costs and expenses as a result of the cancellation of the Project, a $1.7 million gain from a supplier settlement, and partially offset by $3.5 million of selling, general and administrative expenses." 2. We note that you discuss your results of operations on a segment basis in terms of net revenue and gross profit margin. Please explain to us what consideration you gave to discussing the change in segment income from operations, your segment profitability measure disclosed in the notes to the financial statements, as part of your MD&A discussion. Refer to guidance in Item 303(b) of Regulation S-K. Response : The Company considered the requirements of Item 303(b) of Regulation S-K in preparing its MD&A for the quarterly period ended January 3, 2026, including whether to separately discuss changes in segment income from operations, which is the primary segment profitability measure reviewed by the Chief Operating Decision Maker (“CODM”) and disclosed in Note 15 to the consolidated condensed financial statements. As disclosed in Note 15, the CODM evaluates performance and allocates resources primarily based on income from operations, and the CODM is regularly provided with segment-level revenue, cost of sales, selling, general and administrative (“SG&A”) expense, and research and development (“R&D”) expense in evaluating segment performance and allocating resources. This is reflected in the Company’s segment footnote disclosures, including the enhanced disclosures in accordance with ASU 2023-07. In preparing the MD&A, management focused on explaining the underlying economic drivers of period-to-period changes in results of operations, including changes in segment revenue, segment gross profit margins, and material operating expense drivers. Management determined that changes in segment income from operations were primarily driven by the same factors discussed in the MD&A, namely, changes in segment revenue volumes and mix (customer and/or price mix) and segment gross profit margins. With respect to operating expenses, these are largely driven by workforce‑related and R&D costs, which generally do not result in significant period‑to‑period fluctuations in income from operations. In certain periods, non-recurring items — such as restructuring charges, impairment charges, or one-time income items — may affect segment results; where applicable, such items are discussed in the relevant operating expense sections of the MD&A on a consolidated basis. While the Company did not include a separate, stand-alone discussion of changes in segment income from operations in the filing, management believes that the existing MD&A discussion provides the reader with sufficient information to understand the principal drivers of changes in each segment's operating results. Notwithstanding the above, in response to the Staff’s comment, the Company will enhance future MD&A disclosures to more explicitly link changes in segment income from operations to the key drivers discussed in MD&A, where not otherwise apparent, in order to provide additional transparency and clarity. Specifically, the Company will expand the income from operations discussion in future filings to address any material fluctuations in a particular segment's income from operations that are not otherwise explained by the revenue and gross profit margin discussions. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net Revenue, page 31 3. We note your discussion of the changes in net revenue period to period were due to several factors. When more than one factor is responsible for the change in an income statement line item, please quantify, where possible, each of the contributing factors, including any offsetting amounts. Revise your future filings to quantify the impact of each contributing factor in dollars and/or percentage, expand on the reasons driving these changes, and provide greater transparency into the material components. Ensure these changes are made throughout your MD&A discussion in all of your filings for each line item, as applicable. Response : The Company acknowledges the Staff’s comment and the guidance in Item 303(b) of Regulation S-K. In preparing the MD&A, the Company identified multiple factors contributing to period-to-period changes in net revenue and other income statement line items, including changes in volume, product and customer mix, pricing, and other factors. In response to the Staff’s comment, the Company will revise its future filings to quantify, where possible, the impact of each material contributing factor, including any offsetting factors, in dollars and/or percentages, and to expand its discussion of the underlying reasons driving these changes. The Company will apply this enhanced level of quantification and transparency consistently throughout its MD&A discussion for all material income statement line items, as applicable. The Company provides the following illustrative example of the disclosure for changes in net revenue period to period which it will include in its future filings. "For the three months ended January 3, 2026, Advanced Solutions net revenue decreased by $10.9 million, or 38.9%, as compared to the prior year period. This decrease was primarily driven by an approximately $15.1 million decline attributable to a lower volume of customer purchases in the LED product line, which is reported within the Automotive & Industrial end market. This decrease was partially offset by an approximately $4.2 million increase driven by higher customer purchase volumes in the general semiconductor end market." ***     If you have any questions relating to the foregoing, please do not hesitate to contact me.      Sincerely, /s/ Lester Wong Lester Wong Executive Vice President, Interim Chief Executive Officer and Chief Financial Officer Kulicke and Soffa Industries, Inc.

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<TEXT>
 March 9, 2026

Lester Wong
Chief Financial Officer
Kulicke & Soffa Industries Inc.
1005 Virginia Dr
Fort Washington, PA 19034

 Re: Kulicke & Soffa Industries Inc.
 Form 10-Q for the Quarter ended January 3, 2026
 Filed February 5, 2026
 File No. 000-00121
Dear Lester Wong:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the Quarter ended January 3, 2026
Notes to Consolidated Financial Statements
Note 15. Segment Information, page 22

1. We note your table including operating information by segment which
includes a
 negative selling, general, and administrative amount for advanced
solutions for the three
 months ended December 28, 2024. Please revise to include a note
explaining the credit
 balance components in this amount.
2. We note that you discuss your results of operations on a segment basis
in terms of net
 revenue and gross profit margin. Please explain to us what consideration
you gave to
 discussing the change in segment income from operations, your segment
profitability
 measure disclosed in the notes to the financial statements, as part of
 your MD&A discussion. Refer to guidance in Item 303(b) of Regulation
S-K.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Net Revenue, page 31
 March 9, 2026
Page 2

3. We note your discussion of the changes in net revenue period to period
were due to
 several factors. When more than one factor is responsible for the change
in an income
 statement line item, please quantify, where possible, each of the
contributing factors,
 including any offsetting amounts. Revise your future filings to quantify
the impact of
 each contributing factor in dollars and/or percentage, expand on the
reasons driving these
 changes, and provide greater transparency into the material components.
Ensure these
 changes are made throughout your MD&A discussion in all of your filings
for each line
 item, as applicable.
 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Melissa Gilmore at 202-551-3777 or Kevin Woody at
202-551-3629 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 18, 2023
Lester Wong
Chief Financial Officer
Kulicke and Soffa Industries, Inc.
1005 Virginia Drive
Fort Washington, PA 19034
Re:Kulicke and Soffa Industries, Inc.
Form 10-K for the fiscal year ended October 1, 2022
Filed November 17, 2022
File No. 000-00121
Dear Lester Wong:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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                     August 25, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re: Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

Response dated April 12, 2023

Response dated June 9, 2023

Response dated July 12, 2023

Response dated August 7, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

We are writing in response to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission, dated July 27, 2023, to Lester Wong, Chief Financial Officer of Kulicke and Soffa Industries, Inc. (the “Company”), related to the above referenced filings made by the Company.

For your convenience, the Staff’s comments are reproduced below in italics, followed by the Company’s responses.

***

Form 10-K for the Fiscal Year Ended October 1, 2022

Notes to Consolidated Financial Statements

Note 16: Segment Information, page 68

1.We have reviewed your response to prior comment 1. Considering the errors noted in your segment composition and presentation and the resultant recent revisions, please provide us with the following information to assist in our review:

•Tell us the title and describe the role of each individual who reports to the chief operating decision maker (“CODM”).

Response:

The title and role of each of the individuals who report directly to Fusen Chen, our Chief Executive Officer (“CEO”) and CODM, (collectively, “Senior Management”), are set forth below:

The following individuals report directly to our CODM as it relates to management of the Company’s business functions:

–Executive Vice President & General Manager, Products & Solutions

◦Role: responsible for the oversight of the entire Company’s product development, product marketing, and overall strategy for all Capital Equipment (“CE”).

–Vice President, Aftermarket Products & Services (“APS”)

◦Role: responsible for the oversight and overall strategy of the entire Company’s product/service lines and manufacturing operations of the Company’s aftersales products and services as well as global field support services.

The following individuals report directly to our CODM as it relates to the Company’s corporate and support functions:

–Executive Vice President, Finance and IT and Chief Financial Officer (“CFO”)

◦Role: responsible for the oversight of the entire Company’s finance and IT function.

–Senior Vice President, Global Sales & Global Supply Chain

◦Role: responsible for the oversight and overall strategy of the entire Company’s sales function and global supply chain.

–Senior Vice President, Central Engineering and Chief Technology Officer

◦Role: responsible for the oversight of the entire Company’s emerging technology R&D and central engineering resources.

–Vice President, Corporate Strategy

◦Role: responsible for the oversight of the entire Company’s overall corporate strategy, corporate development, and marketing communications.

–Vice President, Global Human Resources

◦Role: responsible for the oversight of the entire Company’s human resource function.

–Vice President, Legal Affairs & General Counsel & Corporate Secretary

◦Role: responsible for the oversight of the entire Company’s legal department and corporate secretarial function.

–Vice President, Equipment Manufacturing Operations and Quality

◦Role: responsible for the oversight of the entire Company’s capital equipment manufacturing facilities, capital equipment operations, safety and quality of equipment manufacturing process.

•Identify and describe the role of each of your segment managers.

Response:

General Roles and Responsibilities of a Segment Manager

Segment managers are authorized to make decisions within the constraints of the Company’s strategic imperatives and various operating targets that are defined by the CEO.

Pursuant to the Company’s Grant of Authority, certain actions require further internal authorization, including in some instances, the final approval of the CEO or Board of Directors of the Company. Accordingly, a segment manager is not authorized to take certain actions without the requisite approval. The following is a non-exhaustive list of such actions:

a.Terminate or hire direct reports;

b.Significantly change the organizational structure of the group;

c.Complete any acquisition or divestment;

d.Enter into any material* sales or procurement contract;

e.Disposition of any material* asset;

f.Alter policies concerning the organization; and/or

g.Initiate, manage or settle material* litigation.

*Materiality is further determined under the Company’s Grant of Authority.

Segment Managers in K&S’ Context: CE Segment Managers & APS Segment Manager

As mentioned in the first response, there are two individuals that directly report to our CODM as it relates to the management of the Company’s business functions, which can be broadly categorized as the sale of Capital Equipment (CE) and Aftermarket Products and Services (APS). The CE business and APS business contributed to approximately 87% and 13% of the total Company’s consolidated revenue for fiscal year 2022 respectively.

1.Chan Pin Chong (“Mr. Chong”) - the Executive Vice President & General Manager, Product and Solutions (hereinafter referred as the Head of overall Capital Equipment). Although Mr. Chong reports directly to the CODM as explained in the first response, he is not an operating segment manager. Instead, Mr. Chong is responsible for the oversight of all of the CE operating segment managers, and each CE operating segment manager is in charge of one of the six operating segments: namely Ball Bonder (“BB”), Wedge Bonder (“WB”), Advanced Solutions1 (“AS”), Electronic Assembly/Advanced Packaging Mass Reflow (“EA/APMR”), Lithography and Advanced Dispensing Solutions2 (“ADS”) (each, a “CE Operating Segment”). This is due to the significantly larger size of the CE business as compared to the APS business. Additionally, Mr. Chong is responsible for the Company’s product development, product marketing and overall strategy for all Capital Equipment.

CE Operating Segment Managers

These CE operating segment managers present their quarterly business review (QBR) to the CODM regarding their respective CE Operating Segment on a quarterly basis. Although these CE operating segment managers report directly to Mr. Chong (Head of overall Capital Equipment), the CODM holds them accountable for all matters relating to their respective CE Operating Segments.

2.Meng Kwong Han (“Mr. Han”) - the Vice President, Aftermarket Products & Services (APS).

APS is a single operating segment. It does not have multiple segment managers, unlike in the case of CE. Mr. Han is, himself, the segment manager that directly reports to the CODM. Under Mr. Han’s organization, there are individuals reporting to Mr. Han and are responsible for assisting and managing the respective product and service lines within APS. However, none of these individuals report to, present materials or meet with the CODM on a regular basis. Mr. Han is the decision maker for those six product/service lines in his capacity as the APS segment manager. On a regular basis, Mr. Han discusses the operating activities, financial results and the overall strategy of APS with the CODM which is done at the consolidated APS level.

1 The Company filed a 10K/A for fiscal year 2022 and revised prior period presentation to reflect its four reportable segments. The Company disclosed one of the reportable segments as Advanced Solutions, which was previously referred to as Advanced Packaging.

2 On February 22, 2023 (being the second quarter of the Company’s fiscal year 2023), the Company completed its acquisition of Advanced Jet Automation Co., Ltd. (“AJA”), a leading developer and manufacturer of high-precision micro-dispensing equipment and solutions in Taiwan. AJA became a wholly owned subsidiary of the Company and will operate as a business unit (“dispensing business unit”) referred to as ADS, which is classified as a new operating segment for fiscal year 2023.

•Tell us how often the CODM meets with his direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who else attends the meetings.

Response:

The CODM meets with all of his direct reports as a group (the list of direct reports in the first response above) on a weekly basis. Full profit & loss statements, either at the operating segment level or at the company level are not presented to the CODM during these weekly meetings. Revenue information by CE Operating Segments and by APS as a whole is presented at the beginning of these weekly meetings.

In addition to all of the CODM’s direct reports, there are two additional attendees during the weekly meetings: the Vice President of Information Technology (who directly reports to the CFO), and the Director of Global Business Fulfillment (who directly reports to the Senior Vice President, Global Sales & Global Supply Chain).  These additional attendees present operational issues relating to information technology, sales processing and sales fulfillment.

The direct reports of the CODM (i.e: Senior Management) rotate on a bi-weekly basis to present their area of oversight, focusing on the strategic and operational issues. Broadly, the Senior Management will organize itself such that one half of the Senior Management will present during the first week, with the other half of the Senior Management presenting in the immediate subsequent week.

Using a single month as an example, Mr. Chong, who is the Head of overall Capital Equipment, will present strategic and operational matters relating to Ball Bonder, Wedge Bonder, EA/APMR, Advanced Solutions, Lithography and ADS, may be presenting in the first and third week of that month. Where required, he will prioritize and focus on noteworthy matters concerning an operating segment during a particular week. Otherwise, Mr. Chong will rotate his update across the various operating segments over a series of weeks when he is scheduled to present. Apart from Mr. Chong, the one half of the Senior Management will also present during those weeks.

Similarly, Mr. Han will present strategic and operational matters relating to APS in the second and fourth week of that month. Apart from Mr. Han, the other half of the Senior Management will also present during those weeks.  For example, the Senior Vice President, Global Sales & Global Supply Chain will present matters relating to global sales such as strategic wins and losses across the different regions.

•You indicate in your response that "the CODM’s review is mainly focused on" the Quarterly Business Unit Financial Review (“QFR”) and Quarterly Business Review (“QBR”). Please clarify for us the intent and purpose of the Executive Summary Review, provided to the CODM on a more regular monthly basis, and specify how the CODM uses such information.

Response:

The Executive Summary is a monthly financial snapshot that is provided via email only to select senior employees of the Company and Senior Management, including the CODM. There are no meetings or discussions held in relation to the monthly Executive Summary emails sent.

The intent and purpose of the Executive Summary is to provide all recipients a monthly summary of the revenue, gross margin, operating expense and direct operating margin for the respective CE Operating Segments and respective product/services lines within APS. It serves as a monthly signpost of how each CE Operating Segment and each product/service line within APS is tracking against budget, leading up to each quarter-end.

The CODM does not draw on these monthly signposts to evaluate performance or determine resource allocation, nor does he have any detailed or regular discussions with Senior Management concerning these monthly signposts.

Only during the quarter-end, during the QFR, the Financial Planning & Analysis (“FP&A”) director, Mr. Chong (the Head of overall Capital Equipment and who oversees the CE Operating Segment managers), Mr. Han, APS Segment manager, the remaining members of Senior Management and the CODM will review the financial performance of each operating segment in detail. Only during the QFR and QBR does the CODM make key resource allocation and strategic decisions relating to the seven operating segments.

•Explain how budgets are prepared, who approves the budget at each step of the process, the level of detail discussed at each step, and the level at which the CODM makes changes to the budget.

Response:

The annual budget plan is prepared and approved in September of each year for the following financial year. In the April that follows, there is the mid-year review where the forecast that was earlier prepared in September during the annual budgeting plan is refreshed with updated information.

The annual budgeting process involves detailed collaboration across various teams within each operating segment and corporate function, where the individual operating segment budgets are prepared using a bottoms-up approach for expenditure and a top-down approach for revenue. Each of the seven operating segment managers (including APS) will have discussions with the sales team (under the oversight of the Senior Vice President, Global Sales & Global Supply Chain) to obtain sales alignment regarding their revenue targets for the budget. Separately, each operating segment manager will obtain alignment on cost of goods sold concerning his/ her operating segment with the respective manufacturing and operations teams. As for the operating expenses, each operating segment manager will rely on their respective cost-center owners to prepare a bottoms-up budget. As a final step in the preparation of the operating segment budget, each operating segment manager will hold a review session with their respective cost-center owners to determine whether any adjustments to their respective budgets would be required, or whether an overarching adjustment be implemented at the operating segment level.

Corporate functions including but not limited to finance, legal, human resources and IT adopt a similar budget preparation process as the seven operating segments.

Once all seven operating segment managers have finalized their budgets, they will collaborate with FP&A to prepare their presentation to the Senior Management and the CODM. During the presentation to the Senior Management and the CODM, each of the seven operating segment managers present his or her strategy, operating expenses, budget, and headcount information to the CODM at an operating segment level. It is during this presentation that the CODM reviews each of the seven operating segments’ budgeted expenditure and changes if any, will be carried through and subject to CODM’s further review and approval. The CODM tracks the actual results to budgeted results of the seven operating segments on a quarterly basis during the QFR meetings.

•Describe the level of detail communicated to the CODM when actual results differ from budgets and who is involved in meetings with the CODM to discuss budget-to- actual variances.

Response:

In preparing the QFR, the FP&A team reviews the fluctuations between actual results and budgeted results and obtains explanations for the fluctuations from the respective operating segment managers. During the QFR, the director of FP&A will present quarterly operating segment results to the CODM.

Attendees of the QFR include the FP&A director (who is responsible for the presentation), Mr. Chong (the Head of overall Capital Equipment and who oversees the CE Segment managers), Mr. Han (APS Segment m

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                       August 8, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re:    Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

Response dated July 12, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

Kulicke and Soffa Industries, Inc. (the “Company”) acknowledges receipt of your comment letter dated July 27, 2023 (the “Comment Letter”) with respect to the Company’s Form 10-K for the fiscal year ended October 1, 2022 and Form 10-Q for the quarterly period ended December 31, 2022. As discussed telephonically, the Company respectfully requests an extension until August 25, 2023 to respond to the Comment Letter in order to provide sufficient time for the Company to prepare the necessary response. The Company is committed to responding to the Comment Letter and intends to provide a response to the Staff of the Securities and Exchange Commission no later than August 25, 2023. If you have any questions relating to the foregoing, please do not hesitate to contact Kim de Glossop of Goodwin Procter LLP at (650) 752-3290.  We are grateful for the Staff's accommodation in this matter.

Sincerely,

/s/ Lester Wong

Lester Wong

Chief Financial Officer

Kulicke and Soffa Industries, Inc.

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                     August 7, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re: Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

Response dated April 12, 2023

Response dated June 9, 2023

Response dated July 12, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

We are writing in response to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission, dated June 12, 2023 (“the June 12 Letter”), to Lester Wong, Chief Financial Officer of Kulicke and Soffa Industries, Inc. (the “Company”), related to the above referenced filings made by the Company.

For your convenience, the Staff’s comments are reproduced below in italics, followed by the Company’s responses. This letter, together with the Company’s earlier response dated July 12, 2023, constitutes the Company’s complete response to the June 12 Letter.

***

Form 10-K for the Fiscal Year Ended October 1, 2022

Notes to Consolidated Financial Statements

Note 16: Segment Information, page 68,

1.We have reviewed your response to comment 1 and have the following comments:

•Explain how the proposed revisions to your operating segments impacted your assessments of the effectiveness of your internal controls over financial reporting and disclosure controls and procedures.

Response:

As a result of the errors in our segment footnote disclosures discussed in our second and third response letters to the Staff, the Company considered the impact of the revisions to our operating segments on our internal control over financial reporting (“ICFR”) and disclosure controls and procedures.

While there were no material financial statement misstatements as a result of the operating segment and reportable segment disclosure errors, the Company concluded that the improper identification of operating and reportable segments could result in omitted disclosures within the segment reporting footnote disclosures that could result in a material misstatement to the annual or interim financial statements that would not be prevented or detected on a timely basis. Accordingly, the Company concluded that it has a material weakness in its internal control over financial reporting and therefore that its disclosure controls and procedures were not effective at a reasonable assurance level.

Specifically, the material weakness is a result of a design gap in the existing review of the segment reporting process, which failed to: (a) identify all of the key metrics used by the CODM to evaluate performance and allocate resources; (b) assess in totality the level of information provided to and utilized by the CODM to evaluate performance and allocate resources; and (c) appropriately analyze every factor pertinent to whether operating segments share quantitative economic similarities that are required for aggregation under ASC 280.

We concluded that this material weakness existed as of October 1, 2022. Based on the existence of this material weakness, which has not been remediated, we determined that our internal control over financial reporting and therefore our disclosure controls and procedures were not effective at the reasonable assurance level as of October 1, 2022, December 31, 2022, April 1, 2023, and July 1, 2023.

Disclosure of the Error and Material Weakness

The Company plans to promptly file a Form 10-K/A on August 8, 2023 to amend its Annual Report on Form 10-K for the fiscal year ended October 1, 2022 as filed on November 17, 2022 (the “Original Form 10-K”) to: (i) amend Part II, Item 8 “Financial Statements and Supplementary Data” to reissue the Report of Independent Registered Public Accounting Firm as it pertains to PricewaterhouseCoopers LLP’s opinion on the effectiveness of the Company’s internal control over financial reporting as of October 1, 2022; and (ii) amend and restate Part II, Item 9A “Controls and Procedures” of the Original Form 10-K to reflect management’s conclusion that the Company’s ICFR and disclosure controls and procedures were not effective as of October 1, 2022 due to the material weakness in ICFR, and to describe the Company’s remediation plan for addressing the material weakness.

The Company will also revise its notes to the consolidated financial statements to correct the presentation of its segment-related disclosures and will additionally: (i) amend Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” to revise the segment-related information within the “Results of Operations”; and (ii) revise segment-related information in Note 4: Goodwill and Intangible Assets and Note 16: Segment Information.

Additionally, the Company will disclose in its upcoming Form 10-Q for the fiscal period ended July 1, 2023, that its disclosure controls and procedures were not effective as of October 1, 2022, December 31, 2022, April 1, 2023 and July 1, 2023. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. However, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the identified material weakness in our ICFR, the financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

***

            If you have any questions relating to the foregoing, please do not hesitate to contact me.

Sincerely,

/s/ Lester Wong

Lester Wong

Chief Financial Officer

Kulicke and Soffa Industries, Inc.

United States securities and exchange commission logo
July 27, 2023
Lester Wong
Chief Financial Officer
Kulicke and Soffa Industries, Inc.
1005 Virginia Drive
Fort Washington, PA 19034
Re:Kulicke and Soffa Industries, Inc.
Form 10-K for the fiscal year ended October 1, 2022
Form 10-Q for the quarterly period ended December 31, 2022
Response dated July 12, 2023
File No. 000-00121
Dear Lester Wong:
            We have reviewed your July 12, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 12, 2023 letter.
Form 10-K for the Fiscal Year Ended October 1, 2022
Notes to Consolidated Financial Statements
Note 16. Segment Information, page 68
1.We have reviewed your response to prior comment 1.  Considering the errors noted in
your segment composition and presentation and the resultant recent revisions, please
provide us with the following information to assist in our review:

•Tell us the title and describe the role of each individual who reports to the chief
operating decision make ("CODM").

•Identify and describe the role of each of your segment managers.

 FirstName LastNameLester Wong
 Comapany NameKulicke and Soffa Industries, Inc.
 July 27, 2023 Page 2
 FirstName LastName
Lester Wong
Kulicke and Soffa Industries, Inc.
July 27, 2023
Page 2

•Tell us how often the CODM meets with his direct reports, the financial information
the CODM reviews to prepare for those meetings, the financial information discussed
in those meetings, and who else attends the meetings.

•You indicate in your response that "the CODM’s review is mainly focused on" the
Quarterly Business Unit Financial Review (“QFR”) and Quarterly Business Review
(“QBR”).  Please clarify for us the intent and purpose of the Executive Summary
Review, provided to the CODM on a more regular monthly basis, and specify how
the CODM uses such information.

•Explain how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at each step, and the level at which the CODM
makes changes to the budget.

•Describe the level of detail communicated to the CODM when actual results differ
from budgets and who is involved in meetings with the CODM to discuss budget-to-
actual variances.

•Explain to us in greater detail how you determined the Ball Bonder and Wedge
Bonder operating segments have similar economic characteristics.  In doing so,
explain in greater detail the reasons for differences in operating income margins for
fiscal years 2020 through 2022 and how such differences do not preclude
aggregation.

•We note from your response that you are currently assessing the impact to your
internal controls over financial reporting and disclosure controls and procedures.
Please provide us with any updates on your assessment to date.
            You may contact Beverly Singleton at (202) 551-3328 or Andrew Blume at (202) 551-
3254 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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FOIA Confidential Treatment Request

Certain confidential information in this letter has been omitted and provided separately in an unredacted version to the Securities and Exchange Commission. Confidential treatment has been requested under 17 C.F.R. § 200.83 with respect to the omitted portions, which are identified in this letter by the mark “[*].”

                       July 12, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re: Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

Response dated April 12, 2023

Response dated June 9, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

We are writing in response to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated June 12, 2023, to Lester Wong, Chief Financial Officer of Kulicke and Soffa Industries, Inc. (the “Company”), related to the above referenced filings made by the Company.

For your convenience, the Staff’s comments are reproduced below in italics, followed by the Company’s responses.

***

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

Form 10-K for the Fiscal Year Ended October 1, 2022

Notes to Consolidated Financial Statements

Note 16: Segment Information, page 68, page 68

1.We have reviewed your response to comment 1 and have the following comments:

•We note that you currently believe your Aftermarket Product and Services ("APS") reportable segment consists of a single operating segment instead of six operating segments and that your Capital Equipment reportable segment consists of five operating segments instead of six operating segments. Considering you previously indicated in response to comment 2 in your letter dated April 12, 2023 that discrete financial information for each operating segment "is available to the CODM for his review during various updates throughout the financial year, including revenue outlooks, financial forecasts, business reviews and reports on operations" and that such "information is regularly reviewed by the CODM to make decisions about resources to be allocated to the component and assess its performance," we are unclear why you now believe APS consists of a single operating segment and why you no longer consider Wafer Level Bonder to be an operating segment. In doing so, clarify why the Wafer Level Bonder operating segment was collapsed into the Ball Bonder operating segment

Response:

The Company acknowledges that the response made in the letter dated April 12, 2023 (“first response letter”) was prior to the Company performing a fresh review of its segment reporting and information used in the process. At the granular level, the discrete financial information for the six different components within APS and CE, respectively, is prepared by the financial planning and analysis (“FP&A”) team to the senior management including the Company’s chief operating decision maker (the “CODM”). Notwithstanding the above, the Company noted from its fresh review of the segment reporting process that the information provided to, and used by, the CODM was limited to the Quarterly Business Unit Financial Review (“QFR”), Quarterly Business Review (“QBR”) and Executive Summary Review as elaborated in the letter dated June 9, 2023 (“second response letter”). Based on the Company’s re-evaluation of the financial information presented to the CODM, the Company would like to highlight that the CODM’s review is mainly focused on the QFR and QBR, coupled with the four additional factors1 discussed in the second response letter. Therefore, the Company concluded that APS is one operating segment.

Similar to the re-assessment that APS is one operating segment, upon further review of the financial information provided in the Executive Summary, QFR presentation and board of directors presentation, the Company noted that financial information for CE was consistently broken down and presented as five business units, namely: Ball Bonder, Wedge Bonder, Electronic Assembly/Advanced Packaging Mass Reflow, Advanced Packaging and Lithography. Financial information such as revenue, cost of goods sold, and operating expenses for Wafer Level Bonder are included as part of Ball Bonder in the financial information presented to and assessed by the CODM, rather than presented and reviewed on a standalone basis. Based on this fact pattern, Wafer Level Bonder does not meet the definition of an operating segment under ASC 280-10-50-1(b), which states that one of the characteristics of an operating segment is that “its operating results are regularly reviewed by the public entity's [CODM] to make decisions about resources to be allocated to the segment and assess its performance”.

1 The four additional factors are: the nature of the business activities of each component, the organizational structure, information presented to the board of directors and budgeting process.

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

In conclusion, the Company incorrectly assessed and stated in the first response letter that the discrete financial information for each component in APS and CE prepared by FP&A to the senior management including the CODM was of the same granularity and format as compared to the financial information presented in the QFR, QBR and Executive Summary Review to the CODM, which is the information the CODM uses in order to assess performance and allocate resources.

•We note that the "Executive Summary Review" includes business unit performance measures for the six historical APS operating segments, including gross margin and direct operating margin. Please confirm whether or not your CODM receives and reviews this monthly package and tell us how he uses such information.

Response:

The Executive Summary Review is a monthly financial snapshot that is provided to the senior management via email. The Company confirms that the CODM is one of the recipients that receives this snapshot via email on a monthly basis. Considering the granularity of such information, there are no discussions or meetings to review these monthly snapshots, nor does the CODM respond via email to ask questions relating to the Executive Summary Review. The CODM does not make any decisions on the allocation of resources based on the monthly Executive Summary Review because this only serves as a snapshot of information for the CODM’s reference. Instead, the CODM discusses and raises questions based on financial information provided during the QFR and strategy and operational information provided during the QBR meetings. It is during these quarterly meetings that the CODM reviews the segment profitability and makes decisions on the allocation of resources.

•Explain in greater detail how you determined your Ball Bonder and Wedge Bonder operating segments have similar economic characteristics. In particular, address the differences in operating margin percentage during fiscal years 2021 and 2022 and how those variances compare to those in fiscal years 2018 and 2019.

Response:

The Company would like to highlight to the Staff that the Company structured its aggregation assessment based on two key concepts in its ASC 280 quantitative aggregation analysis: (1) gross margins as the primary factor in assessing economic similarity, while using sales growth trends and operating margins as supplementary factors to the gross margin assessment; and (2) assessing the financial measures on a long-term basis, as opposed to focusing on temporary dissimilarities.

Firstly, ASC 280-10-55-7C states that “segments having similar economic characteristics would be expected to have similar long-term average gross margins. That measure is used, only as an example, because gross margin is a measure of profitability that is less likely to be affected by allocations. Evaluating similar economic characteristics is a matter of judgment that depends on specific facts and circumstances”. The Company assessed its long-term gross margins as the primary factor in determining economic similarity because the Company is of the view that gross margin is a better representation of economics as compared to operating margin, since revenue and cost of sales move in tandem, whereas operating expenses are fairly consistent regardless of revenue trends. Based on the aforementioned accounting guidance and the Company’s view of the economics of gross margin, the Company determined that the five-year average gross margin for Ball Bonder and Wedge Bonder were [*] and [*] respectively, and the Company is of the view that these five-year average gross margins are indicative of the conclusion that these two operating segments have economic similarity.

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

Secondly, with regard to the operating margin assessment, the operating margins for Ball Bonder and Wedge Bonder (which represent the Company’s core capital equipment business) are similar in fiscal year 2018 (Ball Bonder: [*]; Wedge Bonder: [*]) and fiscal year 2019 (Ball Bonder: [*]; Wedge Bonder: [*]). However, the operating margins in fiscal year 2021 (Ball Bonder: [*]; Wedge Bonder: [*]) and fiscal year 2022 (Ball Bonder: [*]; Wedge Bonder: [*]) are less similar due to specific unusual events. The Company would like to highlight that in fiscal year 2021 and fiscal year 2022, there was a significant ramp in the entire semiconductor industry that was unprecedented and unexpected due to COVID-19 that resulted in significant additional demand for certain high-volume applications that utilized more ball bonding than wedge bonding packaging equipment and solutions, thereby leading to better than expected revenue for Ball Bonder. We expect this significant difference in sales ramp to be temporary as there is a normalization of operating margin in fiscal year 2023, which brings the operating margin levels closer to the long-term averages of [*] for Ball Bonder and [*] for Wedge Bonder. The significant increase in revenue for Ball Bonder as compared to revenue for Wedge Bonder in fiscal year 2021 and fiscal year 2022 is the main factor for the higher operating margin in Ball Bonder as compared to Wedge Bonder for those two years. Operating expenses for both operating segments are not directly proportionate to revenue, hence a more than proportionate increase in revenue for Ball Bonder in fiscal year 2021 and fiscal year 2022 will naturally translate to higher operating margins for Ball Bonder as compared to Wedge Bonder.

Given the unusual increase in revenue for Ball Bonder as mentioned above, the Company focused on the long-term average operating margin as the financial measure to determine economic similarity, rather than the operating margins of individual years. The Company’s position is supported by ASC 280-10-50-11 which states that “operating segments often exhibit similar long-term financial performance if they have similar economic characteristics. For example, similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar”. The Company would like to emphasize that the accounting guidance focuses on the principle of “long-term financial performance”. Although the accounting guidance does not define “long-term” or the period over which an entity should evaluate economic similarity of two or more operating segments, the Company has applied judgment and used a five-year average for gross margin and four-year average for operating margin due to the anomaly in fiscal year 2020 as explained in the second response letter.

In addition, the Company took reference from ASC 280-10-5-11, which states that operating segments are considered to be similar if they can be expected to have essentially the same future prospects. Therefore, the similarity of the economic characteristics should be evaluated based on future prospects and not necessarily on the current indicators. Based on this guidance, the Company would like to highlight that the forecasted gross margins for Ball Bonder and Wedge Bonder for fiscal year 2023 are [*] and [*] respectively. The forecasted operating margins for Ball Bonder and Wedge Bonder for fiscal year 2023 are [*] and [*] respectively. As highlighted above, subsequent to the increase in operating margin for Ball Bonder in fiscal year 2021 and fiscal year 2022, there is a normalization of operating margin in fiscal year 2023, which portrays the cyclical nature of the semiconductor industry. Hence, the Company has made the judgment to not rely on temporary dissimilarities in financial performance among the two operating segments, as solely comparing financial performance of two or more operating segments for a particular year to determine economic characteristics will not be in line with the “long-term” principle stated in ASC 280-10-50-11 and not in line with the cyclical nature of the industry in which the Company operates.

In conclusion, the Company is of the view that Ball Bonder and Wedge Bonder are economically similar due to their similar long-term average gross margins, long-term average operating margins and similar qualitative factors as stated in the first response letter. The aggregation of these two operating segments is consistent with the objectives and basic principles of ASC 280.

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

•Tell us if you believe the proposed revisions to your operating segments represent an error under ASC 250.

Response:

The Company has considered guidance under ASC 250, Accounting Changes and Error Corrections (“ASC 250”). As defined in ASC 250-10-20, an error is any “error in recognition, measurement, presentation, or disclosure in financial statements resulting from mathematical mistakes, mistakes in the application of generally accepted accounting principles (GAAP), or oversight or misuse of facts that existed at the time the financial statements were prepared”.

Based on the Company’s re-assessment of the guidance under ASC 280 and re-evaluation of the financial information presented to the CODM, the Company concluded that the APS reportable segment consists of one operating segment and acknowledges that its prior period conclusion that APS has six operating segments was an error. The Company has also concluded that the APS operating segment is also the reportable segment, which is consistent with the Company’s prior segment reporting.

Additionally, as explained in the Company’s second response letter, the Company has disaggregated three operating segments (Advanced Packaging, Electronic Assembly/Advanced Packaging Mass Reflow and Lithography) from the Capital Equipment reportable segment, none of which are individually significant reportable segments under ASC 280-10-50-12, to be disclosed in an “all other” category in the segment reporting footnote. The Company acknowledges that its prior period conclusion regarding the segment reporting on the Capital Equipment reportable segment was an error. As a result, the Company has incorrectly presented certain segment-related disclosures relating to the Capital Equipment reportable segment in our historical financial statements.

The Company has considered the principles under the SAB 99 and SAB 108 guidance in assessing the relevant qualitative and quantitative factors to determine the materiality of the error in the presentation of the segment-related disclosures. The Company concluded that the error has no impact on any reported amounts of the primary financial statements. There is also no impact to the key metrics, such as the Company

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                       June 23, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re:    Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

Response dated April 12, 2023

Response dated June 9, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

Kulicke and Soffa Industries, Inc. (the “Company”) acknowledges receipt of your comment letter dated June 12, 2023 (the “Comment Letter”) with respect to the Company’s Form 10-K for the fiscal year ended October 1, 2022 and Form 10-Q for the quarterly period ended December 31, 2022. As discussed telephonically, the Company respectfully requests an extension until July 12, 2023 to respond to the Comment Letter in order to provide sufficient time for the Company to prepare the necessary response. The Company is committed to responding to the Comment Letter and intends to provide a response to the Staff of the Securities and Exchange Commission no later than July 12, 2023. If you have any questions relating to the foregoing, please do not hesitate to contact Kim de Glossop of Goodwin Procter LLP at (650) 752-3290.  We are grateful for the Staff's accommodation in this matter.

Sincerely,

/s/ Lester Wong

Lester Wong

Chief Financial Officer

Kulicke and Soffa Industries, Inc.

United States securities and exchange commission logo
June 12, 2023
Lester Wong
Chief Financial Officer
Kulicke and Soffa Industries, Inc.
1005 Virginia Drive
Fort Washington, PA 19034
Re:Kulicke and Soffa Industries, Inc.
Form 10-K for the fiscal year ended October 1, 2022
Form 10-Q for the quarterly period ended December 31, 2022
Response dated June 9, 2023
File No. 000-00121
Dear Lester Wong:
            We have reviewed your June 9, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 25, 2023 letter.
Form 10-K for the Fiscal Year Ended October 1, 2022
Notes to Consolidated Financial Statements
Note 16: Segment Information, page 68, page 68
1.We have reviewed your response to comment 1 and have the following comments:

•We note that you currently believe your Aftermarket Product and Services ("APS")
reportable segment consists of a single operating segment instead of six operating
segments and that your Capital Equipment reportable segment consists of five
operating segments instead of six operating segments.  Considering you previously
indicated in response to comment 2 in your letter dated April 12, 2023 that discrete
financial information for each operating segment "is available to the CODM for his

 FirstName LastNameLester Wong
 Comapany NameKulicke and Soffa Industries, Inc.
 June 12, 2023 Page 2
 FirstName LastName
Lester Wong
Kulicke and Soffa Industries, Inc.
June 12, 2023
Page 2
review during various updates throughout the financial year, including revenue
outlooks, financial forecasts, business reviews and reports on operations" and that
such "information is regularly reviewed by the CODM to make decisions about
resources to be allocated to the component and assess its performance," we are
unclear why you now believe APS consists of a single operating segment and
why you no longer consider Wafer Level Bonder to be an operating segment.  In
doing so, clarify why the Wafer Level Bonder operating segment was collapsed into
the Ball Bonder operating segment.

•We note that the "Executive Summary Review" includes business unit performance
measures for the six historical APS operating segments, including gross margin and
direct operating margin.  Please confirm whether or not your CODM receives and
reviews this monthly package and tell us how he uses such information.

•Explain in greater detail how you determined your Ball  Bonder and Wedge Bonder
operating segments have similar economic characteristics.  In particular, address the
differences in operating margin percentage during fiscal years 2021 and 2022 and
how those variances compare to those in fiscal years 2018 and 2019.
•Tell us if you believe the proposed revisions to your operating segments represent an
error under ASC 250.

•Explain how the proposed revisions to your operating segments impacted your
assessments of the effectiveness of your internal controls over financial reporting and
disclosure controls and procedures.

•Tell us in sufficient detail how the proposed changes to your operating segments
impact the composition of your reporting units for goodwill impairment testing
purposes.  If the reporting units would have differed for historical periods, tell us how
your historical goodwill impairment tests would have been impacted.
            You may contact Beverly Singleton at (202) 551-3328 or Andrew Blume at (202) 551-
3254 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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FOIA Confidential Treatment Request

Certain confidential information in this letter has been omitted and provided separately in an unredacted version to the Securities and Exchange Commission. Confidential treatment has been requested under 17 C.F.R. § 200.83 with respect to the omitted portions, which are identified in this letter by the mark “[*].”

                       June 9, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re: Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

File No. 000-00121

Response dated April 12, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

We are writing in response to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 25, 2023, to Lester Wong, Chief Financial Officer of Kulicke and Soffa Industries, Inc. (the “Company”), related to the above referenced filings made by the Company.

For your convenience, the Staff’s comments are reproduced below in italics, followed by the Company’s responses.

***

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

Form 10-K for the Fiscal Year Ended October 1, 2022

Notes to Consolidated Financial Statements

Note 16: Segment Information, page 68

1. We note your response to comment 2 and have the following comments:

•Please expand on how the aggregation of your operating segments is consistent with the objective and basic principles of ASC 280-10-10-1. In doing so, explain in greater detail how the aggregated operating segments are so similar that presenting the information separately would not significantly benefit an investor's understanding of your performance and future prospects. As part of your response, specifically address the aggregation within your Aftermarket Product and Services ("APS") reportable segment of your non-machine business, including Blades, Wedge Bonder Consumables, and Capillaries, with your customer support organization, Spares and Services.

Response:

The Company has determined that it was appropriate to perform a fresh review of its segment reporting and analysis of ASC 280, Segment Reporting (“ASC 280”). The Company considered the Staff’s comments and re-evaluated the overall process of its segment reporting analysis. Based on all the information gathered in connection with this review, the Company has reassessed its view on the determination of operating segments in both its APS and Capital Equipment (“CE”) reportable segments as outlined below.

Aftermarket Product and Services (“APS”)

In the Company’s previous response, the Company highlighted that discrete financial information for the six different components within APS is available to the Company’s chief operating decision maker (the “CODM”) for his review during various financial and business updates throughout the financial year. However, the Company has since performed a more detailed review of its processes, and notes that there are multiple sets of financial data provided to the CODM as listed below:

a.Quarterly Business Unit Financial Review (“QFR”). The QFR is presented to the CODM and the rest of the senior management team during the Company’s quarterly business update meeting. The QFR presents a detailed analysis of actual results achieved by the Company such as revenue, gross margin, operating expense, operating profit, and operating margin compared to budgeted results for the following business units: Ball Bonder, Wedge Bonder, Electronic Assembly / Advanced Packaging Mass Reflow, Advanced Packaging, Lithography and APS. The Company’s financial planning and analysis director and team present the QFR in a detailed manner for each of the aforementioned business units, and discussions are carried out during the meeting regarding the performance of each business unit.  The Company would like to highlight that in the QFR, APS is presented as a single business unit, showing the profit and loss statement of APS as a whole, not at the individual component level.   In addition to the QFR, the Company holds a Quarterly Business Review (“QBR”) whereby the operations and strategy of the various business units mentioned above are discussed with the CODM and the senior management team, including details on new product roadmaps, operational risks, sales targets and key strategies affecting those business units. While the QBR provides more detailed information to the CODM than the QFR, the QFR presentation is the primary document that the CODM reviews on a quarterly basis in order to make decisions on the allocation of resources.

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

b.Executive Summary Review. The executive summary is a monthly financial snapshot that is provided to the senior management via email. There are no meetings or discussions held on a monthly basis in relation to the Executive Summary Review; instead, discussions are held during the QFR on a quarterly basis. The summary contains: (1) a year-to-date revenue compared to budget (broken down by Ball Bonder, Wedge Bonder, Electronic Assembly / Advanced Packaging Mass Reflow, Advanced Packaging, Lithography and APS); and (2) business unit performance measures such as revenue, gross margin, operating expense, and direct operating margin, which are broken down by Ball Bonder, Wedge Bonder, Electronic Assembly / Advanced Packaging Mass Reflow, Advanced Packaging, Lithography and APS. Within this snapshot, APS is further broken down by Capillaries, Blades, Wedge Bonder Consumables, Ball Bonder & Wedge Bonder Spares and Services, and Electronic Assembly / Advanced Packaging Mass Reflow Spares and Services.

ASC 280-10-50-6 states that “for many public entities, the three characteristics of operating segments described in paragraph 280-10-50-1 clearly identify a single set of operating segments. However, a public entity may produce reports in which its business activities are presented in a variety of different ways. If the [CODM] uses more than one set of segment information, other factors may identify a single set of components as constituting a public entity's operating segments, including the nature of the business activities of each component, the existence of managers responsible for them, and information presented to the board of directors.”

Given the framework of the management approach under ASC 280, there may be more than one way to provide discrete information to the CODM. Although the QFR presentation is the primary document that the CODM reviews on a quarterly basis in order to make decisions on the allocation of resources, the Company has also assessed the four factors discussed below to further support its aforementioned position on identifying operating segments for APS.

1.The nature of the business activities of each component. In addition to the similarities noted in the Company’s response to the Staff on April 12, 2023 (the “Prior Response Letter”), where the Company highlighted that the various business units within APS have similar economic characteristics due to similar competitive and operating risks, similar customer profiles and similar types of distributors, the Company would like to further highlight to the Staff that the Company has a consistent go-to-market strategy for each of the business units within APS. The strategy is to [*]. For example, [*].  Such [*] strategy creates [*].

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

2.Organizational structure (existence of segment manager and compensation structure). ASC 280-10-50-7 states that “Generally, an operating segment has a segment manager who is directly accountable to and maintains regular contact with the [CODM] to discuss operating activities, financial results, forecasts, or plans for the segment.” In addition, ASC 280-10-50-8 states that “A single manager may be the segment manager for more than one operating segment. If the characteristics in paragraphs ASC 280-10-50-1 and 280-10-50-3 apply to more than one set of components of a public entity but there is only one set for which segment managers are held responsible, that set of components constitute the operating segments.” In assessing the organizational structure of APS with regard to the ASC guidance referred to in the preceding sentences, the Company highlighted in the Prior Response Letter that in 2017, the six business units in APS were brought under the leadership of the Company’s Vice President for APS, Meng Kwong Han, in order to synergize and accelerate the Company’s momentum in aftersales product and services. The Company would like to further highlight that Mr. Han directly reports to the CODM in his capacity as the segment manager. On a regular basis, Mr. Han discusses the operating activities, financial results, and strategy of APS with the CODM which is done at the consolidated APS level. Similarly, other segment managers for CE present the QFR to the CODM on a quarterly basis with regard to their respective operating segments. [*]. This provides further insight into how the CODM allocates resources and assesses performance. This conclusion is consistent with the guidance in ASC 280-10-50-7, which notes that operating segments will generally have “a segment manager who is directly accountable to and maintains regular contact with the [CODM]”.

3.Information presented to the board of directors. The Company also further assessed the information provided to the board of directors. In this regard, paragraph 70 of the Background Information and Basis of Conclusions of FASB Statement 131 states that in many enterprises, “only one set of data is provided to the board of directors. That set of data generally is indicative of how management views the enterprise’s activities”. The Company would like to highlight that during the quarterly meeting of its board of directors, the Company’s Chief Financial Officer presents the business update to the board of directors. The business update includes actual revenue achieved for the fiscal quarter as well as forecasted revenue for the next fiscal quarter. Beginning in fiscal year 2020, management decided to align the business update to the board of directors with how management views the company’s segment structure. As such, since fiscal year 2020, the revenue information presented has been broken down by Ball Bonder, Wedge Bonder, Electronic Assembly / Advanced Packaging Mass Reflow, Advanced Packaging, and APS. The Company would like to highlight that revenue for APS is presented as a single business unit to the board of directors. There is no further breakdown of financial information for APS that is presented to the board of directors. In addition to the quarterly revenue by business unit, the Company’s Chief Financial Officer presents the Company’s total profit & loss statement in the presentation to the board of directors.

4.Budgeting process. The Company would further like to highlight that during the annual budget approval process, the APS segment manager, Mr. Han, presents the budget to the CODM, highlighting operating expenses, headcount, and revenue for APS as a whole. When seeking approval for the budget, Mr. Han seeks that approval for the entire APS segment and has discretion to manage the overall APS budget to meet performance objectives at the APS segment level.

Based on the four additional factors above, and consistent with the management approach described in ASC 280, the Company has reassessed and concluded that APS is one operating segment rather than six operating segments. This is also consistent with how the CODM assesses performance and makes decisions about resources to be allocated.

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

Since APS is one operating segment, no aggregation is required. The Company has concluded that the APS operating segment is also the reportable segment which is consistent with the Company’s prior segment reporting.

Capital Equipment (“CE”)

In the Prior Response Letter, the Company highlighted that there are six operating segments in CE,: Ball Bonder, Wedge Bonder, Wafer Level Bonder, Electronic Assembly / Advanced Packaging Mass Reflow, Advanced Packaging and Lithography.

Upon further review of financial information provided in the Executive Summary, QFR presentation and board of directors presentation, the Company would like to highlight to the Staff that financial information for CE was consistently broken down and presented as five business units, namely: Ball Bonder, Wedge Bonder, Electronic Assembly / Advanced Packaging Mass Reflow, Advanced Packaging and Lithography. Financial information for Wafer Level Bonder is included as part of Ball Bonder, rather than as a standalone business unit. Given the consistent level of granularity within the various sets of financial information being presented to the CODM, it is evident that the CODM reviews and allocates resources based on these five business units. As such, the Company has reassessed and concluded that, in accordance with the framework of the management approach described in ASC 280, CE has five operating segments. These five operating segments are: Ball Bonder, Wedge Bonder, Electronic Assembly / Advanced Packaging Mass Reflow, Advanced Packaging and Lithography.

The Company has also further reassessed the quantitative aggregation criteria for the five operating segments in CE. Please refer to the Company’s detailed assessment in the response to the Staff’s second comment below.

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

•You indicate that the operating segments in your Capital Equipment ("CE") and APS reportable segments have long-term 5-year average gross margins within a range of approximately +/- 5% and +/-10%, respectively. You further indicate that the APS operating segments "have similar trends in sales growth" for the 5-year period from 2017 to 2022. Please provide us with the 5-year average gross margins and 5-year sales growth figures for each operating segment, as well as gross margins and sales by year within such periods.

Response:

Capital Equipment

The following table shows the Company’s five-year average gross margins for the respective operating segments in CE from fiscal year 2018 to fiscal year 2022 and gross margins for the respective operating segments in CE by year within that five-year period.

               * Gross Margin for Ball Bonder includes Wafer Level Bonder

The following table shows the Company’s five-year sales growth for the respective operating segments in CE from fiscal year 2018 to fiscal year 2022 and sales by year for the respective operating segments in CE within that five-year period.

                      * Revenue for Ball Bonder includes Wafer Level Bonder

The following graph also shows the Company’s five-year sales growth for the respective operating segments in CE from fiscal year 2018 to fiscal year 2022:

[*]

CONFIDENTIAL TREATMENT REQUESTED BY KULICKE AND SOFFA INDUSTRIES, INC.

The Company views Ball Bonder and Wedge Bonder as the key drivers of the Company’s gross margin, given the significant amount of revenue that they contribute to the Company’s total revenue. These two operating segments represent the Company’s wire bonding business. These two operating segments are economically similar as defined in ASC 280, both from a quantitative perspective, as evidenced by the long-term average gross margin, long-term average operating margin (as further elaborated in the response below), and from a qualitative perspective, as highlighted by the Company in the Prior Response Letter.

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                       May 17, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re:    Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

Response dated April 12, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

Reference is made to your comment letter dated April 25, 2023 (the “Comment Letter”) with respect to Kulicke and Soffa Industries, Inc.’s (the “Company”) Form 10-K for the fiscal year ended October 1, 2022 and Form 10-Q for the quarterly period ended December 31, 2022. As discussed telephonically on May 16, 2023, the Company respectfully requests an additional extension until June 9, 2023 to respond to the Comment Letter. In connection with its response to the Comment Letter, the Company is evaluating its operating segments and is conducting a thorough review of its processes.  The Company is requesting the additional extension in order to provide sufficient time to compile the relevant information and complete its analysis and review, coordinate with its legal advisors and independent accountants, and formulate a thorough response to the Comment Letter. The Company is committed to responding to the Comment Letter and intends to provide a response to the Staff of the Securities and Exchange Commission no later than June 9, 2023. If you have any questions relating to the foregoing, please do not hesitate to contact Kim de Glossop of Goodwin Procter LLP at (650) 752-3290.  We are grateful for the Staff's accommodation in this matter.

Sincerely,

/s/ Lester Wong

Lester Wong

Chief Financial Officer

Kulicke and Soffa Industries, Inc.

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Document

                       April 27, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re:    Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

Kulicke and Soffa Industries, Inc. (the “Company”) acknowledges receipt of your comment letter dated April 25, 2023 (the “Comment Letter”) with respect to the Company’s Form 10-K for the fiscal year ended October 1, 2022 and Form 10-Q for the quarterly period ended December 31, 2022. As discussed telephonically on April 26, 2023, the Company respectfully requests an extension until May 25, 2023 to respond to the Comment Letter in order to provide sufficient time for the Company to prepare the necessary response. The Company is committed to responding to the Comment Letter and intends to provide a response to the Staff of the Securities and Exchange Commission no later than May 25, 2023. If you have any questions relating to the foregoing, please do not hesitate to contact Kim de Glossop of Goodwin Procter LLP at (650) 752-3290.  We are grateful for the Staff's accommodation in this matter.

Sincerely,

/s/ Lester Wong

Lester Wong

Chief Financial Officer

Kulicke and Soffa Industries, Inc.

United States securities and exchange commission logo
April 25, 2023
Lester Wong
Chief Financial Officer
Kulicke and Soffa Industries, Inc.
1005 Virginia Drive
Fort Washington, PA 19034
Re:Kulicke and Soffa Industries, Inc.
Form 10-K for the fiscal year ended October 1, 2022
Form 10-Q for the quarterly period ended December 31, 2022
Response dated April 12, 2023
File No. 000-00121
Dear Lester Wong:
            We have reviewed your April 12, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 14, 2023 letter.
Form 10-K for the Fiscal Year Ended Ended October 1, 2022
Notes to Consolidated Financial Statements
Note 16: Segment Information, page 68
1.We note your response to comment 2 and have the following comments:

•Please expand on how the aggregation of your operating segments is consistent with
the objective and basic principles of ASC 280-10-10-1.  In doing so, explain in
greater detail how the aggregated operating segments are so similar that presenting
the information separately would not significantly benefit an investor's understanding
of your performance and future prospects.  As part of your response, specifically
address the aggregation within your Aftermarket Product and Services

 FirstName LastNameLester Wong
 Comapany NameKulicke and Soffa Industries, Inc.
 April 25, 2023 Page 2
 FirstName LastName
Lester Wong
Kulicke and Soffa Industries, Inc.
April 25, 2023
Page 2
("APS") reportable segment of your non-machine business, including Blades, Wedge
Bonder Consumables, and Capillaries, with your customer support organization,
Spares and Services.
•You indicate that the operating segments in your Capital Equipment ("CE") and
APS reportable segments have long-term 5-year average gross margins within a range
of approximately +/- 5% and +/-10%, respectively.  You further indicate that the APS
operating segments "have similar trends in sales growth" for the 5-year period from
2017 to 2022.  Please provide us with the 5-year average gross margins and 5-year
sales growth figures for each operating segment, as well as gross margins and sales
by year within such periods.

•Tell us if you considered any other measures in assessing whether aggregated
operating segments had similar economic characteristics and, if so, provide us with
your analysis and the related supporting data.  In doing so, tell us how you considered
segmental income from operations, the measure of segment profitability used by your
CODM, in assessing whether or not your operating segments had similar economic
characteristics.  Provide us with a 5-year historical quantification of each operating
segment's income from operations.

•To the extent not addressed above, provide us with quantitative information that helps
us assess which operating segments materially contribute to your operating results.
            You may contact Beverly Singleton at (202) 551-3328 or Andrew Blume at (202) 551-
3254 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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                       April 12, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re: Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

We are writing in response to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 14, 2023, to Lester Wong, Chief Financial Officer of Kulicke and Soffa Industries, Inc. (the “Company”), related to the above referenced filings made by the Company.

For your convenience, the Staff’s comments are reproduced below in italics, followed by the Company’s responses.

***

Form 10-K for the Fiscal Year Ended October 1, 2022

Notes to Consolidated Financial Statements

Note 15: Income Taxes, page 65

1.We note that the majority of your pre-tax income is derived from foreign sources. Please disclose in future filings the amount of unremitted foreign earnings and the unrecognized deferred tax liability on unremitted foreign earnings or a statement that such determination is not practicable. See ASC 740-30-50-2b and 2c.

Response:

The Company acknowledges the Staff’s comment and the applicable guidance cited. We accordingly will expand on the disclosure for our Income Taxes footnote disclosure in the notes to the consolidated financial statements in our applicable future filings, starting with the Annual Report on Form 10-K for the year ending September 30, 2023, in accordance with the Staff’s comment. The Company provides the following example of the disclosure, which we will incorporate in future filings.

“As of September 30, 2023, a large portion of the Company’s undistributed foreign earnings are not considered to be indefinitely reinvested outside the U.S. and are expected to be available for use in the U.S. without incurring additional U.S. income tax. Determination of the amount of unrecognized deferred tax liabilities related to the indefinitely reinvested undistributed foreign earnings is not practicable.”

Note 16: Segment Information, page 68

2.We note the disclosure on page 23 of your Form 10-Q for the period ended December 31, 2022 that your Capital Equipment and Aftermarket Products and Services reportable segments both consist of six aggregated operating segments. Please identify for us your operating segments and tell us in sufficient detail how you determined your operating segments meet all aggregation criteria described in ASC 280-10-50-11. In particular, explain how you determined all operating segments have similar economic characteristics. We note from your first quarter 2023 earnings call that management primarily discusses results and trends of your various "markets," such as automotive and industrial, wire bonding, wedge bonding, LED, and memory, with minimal discussion of your overall reportable segments. We further note from your disaggregated revenue disclosures on page 68 of your Form 10-K and page 20 of your most recent Form 10-Q that certain end markets appeared to have disparate revenue trends for the annual and interim periods presented.

Response:

In response to the Staff’s comment, the Company respectfully advises the Staff the Company determined for both of its two reportable segments, the respective operating segments meet all aggregation criteria in accordance with ASC 280-10-50 based on the analysis summarized below, which includes particular consideration for how the Company determined that its operating segments have similar economic characteristics. The Company has considered that presenting more disaggregated information (other than the two reportable segments) to the inventors would not add significantly to an investor’s understanding of the Company where we operate in two main elements – 1) sale of machines and 2) consumables and services for post-machine sales. On the contrary, presenting more disaggregated information could confuse the reader of our financial statements. The Company updates its analysis periodically in connection with its preparation of its interim and year-end financial statements.

The Company advises the Staff it understands the objective of ASC 280, Segment Reporting (“ASC 280”) is to “provide information about the different types of business activities in which a public entity engages and the different economic environments in which it operates to help users of financial statements do all of the following:

a.Better understand the public entity’s performance.

b.Better assess its prospects for future net cash flows.

c.Make more informed judgments about the public entity as a whole.”

The Company also understands that ASC 280 allows two or more operating segments to be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of ASC 280, if the segments have similar economic characteristics, and if the segments are similar in all five of the qualitative aggregation criteria specified in the standard.

Further, the Company understands that ASC 280 defines an operating segment as a component of a public entity that has all of the following characteristics:

a.It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

b.Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

c.Its discrete financial information is available.

Determination of Operating Segments

The proper determination of the Company’s operating segments begins with an understanding of its operations and the information used by Fusen Chen, the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), to make decisions about allocating resources and assessing performance. Discrete financial information for 12 different components is available to the CODM for his review during various updates throughout the financial year, including revenue outlooks, financial forecasts, business reviews and reports on operations. This information is regularly reviewed by the CODM to make decisions about resources to be allocated to the component and assess its performance. These components also engage in business activities where revenue is earned, and expenses are incurred. In light of the foregoing, and in accordance with the standards set forth in ASC 280, management has determined that there are 12 different operating segments within the Company, as listed below.

1.Ball Bonder

2.Wedge Bonder

3.Wafer Level Bonder

4.Advanced Packaging

5.Electronic Assembly / Advanced Packaging Mass Reflow

6.Lithography

 7.Wedge Bonder Consumables

8.Capillaries

9.Blades

10.Ball Bonder & Wedge Bonder Spares and Services

11.Electronic Assembly / Advanced Packaging Mass Reflow Spares and Services

12.Other Equipment Spares and Services

The Company has aggregated operating segments Nos. 1 to 6 and operating segments Nos. 7 to 12, respectively, into two different reportable segments: (1) Capital Equipment (“CE”), and (2) Aftermarket Product and Services (“APS”), which, based on the Company’s analysis under ASC 280 described in more detail below, the Company believes has been, and continues to be, appropriate.

Analysis of Similar Economic Characteristics

The Company notes that ASC 280-10-250-11 states that “operating segments often exhibit similar long-term financial performance if they have similar economic characteristics. For example, similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar. Two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of this Subtopic, if the segments have similar economic characteristics, and if the segments are similar in all of the [five qualitative] areas.” In making its determination regarding the aggregation of operating segments Nos. 1 to 6 into the Company’s CE reportable segment, and the aggregation of operating segments Nos. 7 to 12 into the Company’s APS reportable segment, the Company first considered whether the various operating segments have similar economic characteristics.

1.Capital Equipment: Operating Segments Nos. 1 – 6

•Operating segments Nos. 1 to 6 each share similar operating risks. For example, the strength of the worldwide electronics industry affects the demand for electronics, and, consequently, the demand for the Company’s capital equipment that manufactures these electronics. The cyclical nature of capital procurement by customers, together with rapidly changing technologies, frequent new product introductions, and broader macroeconomic factors, can positively or negatively affect our financial performance.

•As a result of the similar purpose the products in operating segments Nos. 1 to 6 serve and the similar economic environment they are affected by, these operating segments have similar long-term 5-year average gross margins, with a range of approximately +/- 5%. Revenue trends for these operating segments are primarily affected by the industry’s internal cyclical and seasonal dynamics, in addition to broader macroeconomic factors.

•The Company’s organization is currently set up such that sales of products in the CE reportable segment are consolidated under the oversight of the Company’s Senior Vice President, Global Sales and Global Supply Chain, Nelson Wong. Product development and marketing are consolidated under our Executive Vice President and General Manager, Products and Solutions, Chan Pin Chong. The various engineering teams under the CE reporting segment have and continue to hone similar skill sets, which then can be deployed across the operating segments Nos. 1 to 6 after some re-training and product orientation, based on the broader strategy determined by Chan Pin Chong. The strategies and strategic movements are aligned and connected within the CE segment. Technology and know-how are also shared and leveraged across the CE segment.

2.Aftermarket Product and Services: Operating Segments Nos. 7 – 12

•Operating segments Nos. 7 – 12 each share similar operating risks. They have similar characteristics where the six operating segments provide non-machine aftermarket sales (products & services), and have a similar customer profile, namely customers looking to obtain semiconductor packaging components, spares and support services to upkeep or improve their existing production lines. Such demand for non-machine business and customer support organization is fulfilled by our operating segments Nos. 7 – 12. These services are provided directly to similar types of customers, and the products are sold either directly or through similar types of distributors.

•Revenue generated from operating segments Nos. 7 – 12 has historically been less volatile than the revenue generated under CE. Sales from the APS reportable segment are more directly tied to semiconductor unit consumption rather than capacity requirements and production capability improvements. These six operating segments however have a wider range in terms of long-term 5-year average gross margins, which is approximately +/- 10%. That being said, the CODM regularly reviews other performance measures, in particular the sales growth. Operating segments Nos. 7 – 12 have similar trends in sales growth when comparing between a 5-year period, from FY17 to FY22. This is because the six operating segments are impacted by semiconductor unit consumption rather than capacity requirements that are more cyclical, which impacts machine sales under CE. Besides having similar trends in sales growth, the six operating segments also have similar competitive and operating risks. In terms of competitive and operating risks, these six operating segments have a lower risk targeting aftermarket consumables and services for machines sold by the Company. In contrast, there is a higher risk targeting aftermarket consumable and services for machines sold by our peer companies.

•As part of the Company’s strategic decision making, in 2017 operating segments Nos. 7 – 12 were brought under the leadership of the Company’s Vice President for APS, Meng Kwong Han, in order to synergize and accelerate the Company’s momentum in aftersales product and services. These operating segments have similar characteristics as mentioned above and hence can be driven by a consistent strategy across the APS business line. The consolidation of the non-machine business (Blades, Wedge Bonder Consumables, Capillaries) and customer support organization (Spares and Services) under one business line emphasizes how management views the Company’s business and prospects, i.e., as machines (which fall into the CE reportable segment) and non-machines and customer support (which fall into the APS reportable segment), which in turn is consistent with the underlying principles of ASC 280.

Analysis of the Additional Criteria under ASC 280-10-50-11

In addition to exhibiting similar economic characteristics, ASC 280 requires that operating segments be similar in five other qualitative specified areas in order to meet the aggregation criteria. The Company has provided its analysis of these five areas for both of its CE and APS reportable segments below.

1.Capital Equipment: Operating Segments Nos. 1 – 6

The Company respectfully submits that operating segments Nos. 1 – 6 are similar in each of the following five areas:

a.The nature of the products and services. The six operating segments under CE have products that are similar in nature. These products consist of capital equipment we design and manufacture that is primarily sold to similar customers such as semiconductor device manufacturers, outsourced semiconductor assembly and test providers, and other electronics and automotive electronics suppliers. Our capital equipment is used to assemble semiconductor devices, including integrated circuits, high and low powered discrete devices, light-emitting diodes, and power modules. In addition, we have a portfolio of equipment that is used to assemble components onto electronic circuit boards.

b.The nature of the production processes. The key procurement, logistics and supply chain operations for these six operating segments fall under the leadership of our Senior Vice President, Global Sales and Global Supply Chain, Nelson Wong. The nature of our production processes for these operating segments is similar, each using an in-house integration model, and engineers working in close collaboration with the Company’s supply chain partners. As noted above, the engineering teams under these six operating segments share similar skillsets, which is further evidenced by the deployment of engineers and direct labor across functions, such as between Ball Bonder and Wedge Bonder. Similarly, engineers within Advanced Packaging have also previously been transferred from Ball Bonder to support business needs.

c.The type or class of customer for the products and services. Capital equipment is primarily sold to similar customers such as semiconductor device manufacturers, outsourced semiconductor assembly and test providers, and other electronics and automotive electronics suppliers.

d.The methods used to distribute products. The method of product distribution is similar across the six operating segments, either through direct sales or through the same sales representative or distributors. These sales representatives and distri

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                       April 5, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton and Andrew Blume

Re:    Kulicke and Soffa Industries, Inc.

Form 10-K for the fiscal year ended October 1, 2022

Filed November 17, 2022

Form 10-Q for the quarterly period ended December 31, 2022

Filed February 2, 2023

File No. 000-00121

Dear Beverly Singleton and Andrew Blume:

Kulicke and Soffa Industries, Inc. (the “Company”) acknowledges receipt of your comment letter dated March 14, 2023 (the “Comment Letter”) with respect to the Company’s Form 10-K for the fiscal year ended October 1, 2022 and Form 10-Q for the quarterly period ended December 31, 2022. As discussed telephonically on March 22, 2023, the Company respectfully requests an extension until April 13, 2023 to respond to the Comment Letter in order to provide sufficient time for the Company to prepare the necessary response. The Company is committed to responding to the Comment Letter and intends to provide a response to the Staff of the Securities and Exchange Commission no later than April 13, 2023. If you have any questions relating to the foregoing, please do not hesitate to contact Kim de Glossop of Goodwin Procter LLP at (650) 752-3290.  We are grateful for the Staff's accommodation in this matter.

Sincerely,

/s/ Lester Wong

Lester Wong

Chief Financial Officer

Kulicke and Soffa Industries, Inc.

United States securities and exchange commission logo
March 14, 2023
Lester Wong
Chief Financial Officer
Kulicke and Soffa Industries, Inc.
1005 Virginia Drive
Fort Washington, PA 19034
Re:Kulicke and Soffa Industries, Inc.
Form 10-K for the fiscal year ended October 1, 2022
Filed November 17, 2022
Form 10-Q for the quarterly period ended December 31, 2022
Filed February 2, 2023
File No. 000-00121
Dear Lester Wong:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended October 1, 2022
Notes to Consolidated Financial Statements
Note 15: Income Taxes, page 65
1.We note that the majority of your pre-tax income is derived from foreign sources.  Please
disclose in future filings the amount of unremitted foreign earnings and the unrecognized
deferred tax liability on unremitted foreign earnings or a statement that such determination
is not practicable.  See ASC 740-30-50-2b and 2c.
Note 16: Segment Information, page 68
2.We note the disclosure on page 23 of your Form 10-Q for the period ended December 31,
2022 that your Capital Equipment and Aftermarket Products and Services reportable

 FirstName LastNameLester Wong
 Comapany NameKulicke and Soffa Industries, Inc.
 March 14, 2023 Page 2
 FirstName LastNameLester Wong
Kulicke and Soffa Industries, Inc.
March 14, 2023
Page 2
segments both consist of six aggregated operating segments.  Please identify for us your
operating segments and tell us in sufficient detail how you determined your operating
segments meet all aggregation criteria described in ASC 280-10-50-11.  In particular,
explain how you determined all operating segments have similar economic
characteristics.  We note from your first quarter 2023 earnings call that management
primarily discusses results and trends of your various "markets," such as automotive and
industrial, wire bonding, wedge bonding, LED, and memory, with minimal discussion of
your overall reportable segments.  We further note from your disaggregated revenue
disclosures on page 68 of your Form 10-K and page 20 of your most recent Form 10-Q
that certain end markets appeared to have disparate revenue trends for the annual and
interim periods presented.
Form 10-Q for the Quarterly Period Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 26
3.Please provide a more informative analysis and discussion of your results of operations in
future filings.  We note, for example, that you attribute the approximate 92% decline in
your income from operations for the year-over-year interim periods "to lower revenues as
explained...above."  Further, you ascribe the approximate 62% decline in interim net
revenues to lower volumes caused by "a decrease in customer investments as a result of
uncertainties in the overall macroeconomic environment" and "a decrease in customer
utilization."  Enhance these overly broad and generic descriptions to provide a frame of
reference that allows readers to understand the effects of material changes and events and
known material trends and uncertainties arising during the periods being discussed, as
well as their relative importance.  Ensure that your revised disclosures assist in satisfying
the three principal objectives of MD&A, as noted in SEC Release No. 33-8350:

•to provide a narrative explanation of a company’s financial statements that enables
investors to see the company through the eyes of management;

•to enhance the overall financial disclosure and provide the context within which
financial information should be analyzed; and

•to provide information about the quality of, and potential variability of, a company’s
earnings and cash flow, so that investors can ascertain the likelihood that past
performance is indicative of future performance.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameLester Wong
 Comapany NameKulicke and Soffa Industries, Inc.
 March 14, 2023 Page 3
 FirstName LastName
Lester Wong
Kulicke and Soffa Industries, Inc.
March 14, 2023
Page 3
            You may contact Beverly Singleton at (202) 551-3328 or Andrew Blume at (202) 551-
3254 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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April 2, 2020

 VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 Fifth Street, N.W.

Washington, DC  20549

Attention: Melissa Gilmore and Claire Erlanger

RE:

 Kulicke and Soffa Industries, Inc. (the “Company”)

 Form 10-K for the fiscal year ended September 28, 2019

 Response Dated March 12, 2020

 File No. 000-00121

Dear Ms. Gilmore and Ms. Erlanger:

We are writing in response to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff”), dated March 23, 2020, to Lester Wong, Chief Financial Officer of Kulicke & Soffa Industries, Inc. (the “Company”), related to the above referenced filings made by the Company.

For your convenience, the Staff’s comments are reproduced below in italics, followed by the Company’s responses.

***

Response Letter Dated March 12, 2020

Note 10: Revenue and Contract Liabilities, page 57

1.

 We note from your response to our prior comment 3 that you indicate that although you have presented an approximate breakdown of revenue by end market by percentage in the investor presentations, you do not disaggregate the revenue in absolute terms. You also indicate that management believes that the "end market" estimate is reasonable, precise data is not readily available and is not relied upon by our CODM in evaluating financial performance or making resource allocation decisions. However, for purposes of disaggregating revenue under ASC 606-10-50-5, the information does not need to be relied upon by your CODM in evaluating financial performance or making resource allocation decisions. It appears that if you believe it is important or useful to present revenue information by end market to investors or users of your financial statements in these presentations, the information would meet the guidelines in ASC 606-10-55-89 through 90 to be included in your notes to the financial statements. Please consider further disaggregating revenue by end market or product type in the notes to your financial statements in accordance with ASC 606-10-50-5.

Response:

The Company respectfully acknowledges the guidance cited in the Staff’s comment. We accordingly will include further disaggregated revenue disclosures for our Capital Equipment ("CE") segment in the notes to the financial statements in our applicable future filings, starting with the Form 10-Q for the quarter ended March 28, 2020 as well as in the investor presentations, in accordance with the Staff’s comment. Our Aftermarket Products and Services ("APS") segment will not be further disaggregated because APS sales across various markets are generally interchangeable, and therefore further allocation to end markets is not a relevant measure. As such, these sales will continue to be presented at the APS level.

The Company will include the following additional disclosure in its footnote under the heading "Revenue and Contract Liabilities":

1

The following table reflects net revenue by CE end markets served for the three and six months ended March 28, 2020 and March 30, 2019:

 Three months ended

 Six months ended

(in thousands)

 March 28, 2020

 March 30, 2019

 March 28, 2020

 March 30, 2019

General Semiconductor

 $              xx,xxx

 $              xx,xxx

 $              xx,xxx

 $              xx,xxx

Auto & Industrial

 xx,xxx

 xx,xxx

 xx,xxx

 xx,xxx

Advanced Packaging

 xx,xxx

 xx,xxx

 xx,xxx

 xx,xxx

LED

 xx,xxx

 xx,xxx

 xx,xxx

 xx,xxx

Memory

 xx,xxx

 xx,xxx

 xx,xxx

 xx,xxx

Total CE revenue

 $            xxx,xxx

 $            xxx,xxx

 $            xxx,xxx

 $            xxx,xxx

***

If you have any questions, please do not hesitate to contact me at +65 6417 3437.

 Sincerely,

 /s/ LESTER WONG

 Lester Wong

 Senior Vice President and Chief Financial Officer

cc:

 Adam S. Weinstock, Partner

 Faegre Drinker Biddle & Reath LLP

 Hans Koopmans, Partner

 PricewaterhouseCoopers LLP

2

April 2, 2020
Lester Wong
Chief Financial Officer
Kulicke & Soffa Industries, Inc.
23A Serangoon North Avenue 5 #01-01
Singapore 554369
Re:Kulicke and Soffa Industries, Inc.
Form 10-K for the Fiscal Year Ended September 28, 2019
File No. 000-00121
Dear Mr. Wong:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

March 23, 2020
Lester Wong
Chief Financial Officer
Kulicke & Soffa Industries, Inc.
23A Serangoon North Avenue 5 #01-01
Singapore 554369
Re:Kulicke and Soffa Industries, Inc.
Form 10-K for the Fiscal Year Ended September 28, 2019
Response Dated March 12, 2020
File No. 000-00121
Dear Mr. Wong:
            We have reviewed your March 12, 2020 response to our comment letter and have the
following comment.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 28, 2020 letter.
Response Letter Dated March 12, 2020
Note 10. Revenue and Contract Liabilities, page 57
1.We note from your response to our prior comment 3 that you indicate that although you
have presented an approximate breakdown of revenue by end market by percentage in the
investor presentations, you do not disaggregate the revenue in absolute terms. You also
indicate that management believes that the "end market" estimate is reasonable, precise
data is not readily available and is not relied upon by our CODM in evaluating financial
performance or making resource allocation decisions.  However, for purposes of
disaggregating revenue under ASC 606-10-50-5, the information does not need to be
relied upon by your CODM in evaluating financial performance or making resource
allocation decisions.  It appears that if you believe it is important or useful to present
revenue information by end market to investors or users of your financial statements in

 FirstName LastNameLester Wong
 Comapany NameKulicke & Soffa Industries, Inc.
 March 23, 2020 Page 2
 FirstName LastName
Lester Wong
Kulicke & Soffa Industries, Inc.
March 23, 2020
Page 2
these presentations, the information would meet the guidelines in ASC 606-10-55-89
through 90 to be included in your notes to the financial statements.  Please consider
further disaggregating revenue by end market or product type in the notes to your
financial statements in accordance with ASC 606-10-50-5.
            You may contact Melissa Gilmore at (202) 551-3777 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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		Document

March 12, 2020

 VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 Fifth Street, N.W.

Washington, DC  20549

Attention: Melissa Gilmore and Claire Erlanger

RE:

 Kulicke and Soffa Industries, Inc. (the “Company”)

 Form 10-K for the fiscal year ended September 28, 2019

 Filed November 15, 2019

 File No. 000-00121

Dear Ms. Gilmore and Ms. Erlanger:

We are writing in response to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff”), dated February 28, 2020, to Lester Wong, Chief Financial Officer of Kulicke & Soffa Industries, Inc. (the “Company”), related to the Company’s Form 10-K for the fiscal year ended September 28, 2019 (the “Form 10-K”).

For your convenience, the Staff’s comments are reproduced below in italics, followed by the Company’s responses.

***

Form 10-K as of September 28, 2019

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 24

1.

 We note that your results of operations section in MD&A discusses the changes in revenue and gross profit by segment. However, we note from your disclosure in Note 14 that segment operating income is the measure used by your chief operating decision maker in deciding how to allocate resources and assess performance. We also note that although the Capital Equipment segment generated the larger revenue and gross profit amounts of the two segments in fiscal 2019, it generated a loss from operations, while APS had income from operations. In light of this disproportionate contribution of the Capital Equipment segment to operating income relative to its contribution to revenue, it appears that investors would benefit from a discussion of segment operating income in your results of operations discussion within MD&A. Please consider revising as appropriate.

Response

The Company acknowledges the Staff's comment. Although the Company finds the current disclosure to be sufficient, in future filings, starting with the Form 10-Q for the quarter ending March 28, 2020, we will supplement the disclosure with further discussion of segment operating income.

The Company provides the following examples of the disclosure, which we will incorporate in future filings, with further discussion of income from operations by reportable segment:

Sample Fiscal 2019 Disclosure

"Income from Operations

The following table reflects income from operations by business segment for fiscal 2019 and 2018:

 Fiscal

(in thousands)

 2019

 2018

 $ Change

 % Change

Capital Equipment

 $

 (12,577

 )

 $

 132,563

 $

 (145,140

 )

 (109.5

 )%

APS

 34,187

 34,069

 118

 0.3

  %

Total income from operations

 $

 21,610

 $

 166,632

 $

 (145,022

 )

 (87.0

 )%

1

For fiscal 2019, Capital Equipment income from operations decreased by $145.1 million, from $132.6 million income from operations to $12.6 million loss from operations. The decrease was primarily due to lower sales volume as explained under 'Gross Profit.'

For fiscal 2019, APS income from operations remained consistent as compared to the prior year. This was due to lower revenue contribution as explained under 'Gross Profit,' and partially offset by lower operating expense."

Sample Q1 2020 Disclosure

" Income from Operations

The following table reflects income from operations by business segment for the three months ended December 28, 2019 and December 29, 2018:

 Three months ended

(in thousands)

 December 28, 2019

 December 29, 2018

 $ Change

 % Change

Capital Equipment

 $

 2,708

 $

 5,130

 $

 (2,422

 )

 (47.2

 )%

APS

 10,706

 9,425

 1,281

 13.6

  %

Total income from operations

 $

 13,414

 $

 14,555

 $

 (1,141

 )

 (7.8

 )%

For the three months ended December 28, 2019, the lower Capital Equipment income from operations as compared to the prior year period was primarily due to lower sales volume as explained under 'Gross Profit,' and partially offset by lower operating expense.

For the three months ended December 28, 2019, the higher APS income from operations was primarily due to higher sales volume as explained under 'Gross Profit,' and lower operating expense. "

Notes to Consolidated Financial Statements

Note 3: Goodwill and Intangible Assets

Goodwill, page 47

2.

 We note your disclosure that you performed your annual assessment in the fourth quarter of fiscal 2019 and concluded that no impairment charge was required and that during fiscal year 2019 and through the three months ended December 28, 2019, you reviewed qualitative factors and determined that no triggering event had occurred to indicate that the fair value of the reporting unit is below its carrying value. We further note that net revenues for your capital equipment segment in fiscal 2019 decreased 46.2% from fiscal 2018 and decreased 11.7% for the three months ended December 28, 2019 compared to the same period for 2018, and the segment had a loss from operations in fiscal 2019 of $12.5 million. Please tell us how you considered the factors pursuant to ASC 350-20-35-3 in determining that further impairment testing was not necessary given the decreases in net revenues and gross profit for your capital equipment segment. Additionally, please tell us if the fair values of each of your reporting units are substantially in excess of their carrying values.

Response:

The Company operates two reportable segments consisting of Capital Equipment and Aftermarket Products and Services ("APS"). The Company aggregated twelve operating segments as of September 28, 2019 and December 28, 2019, with six operating segments within the Capital Equipment reportable segment and six operating segments within the APS reportable segment. As of September 28, 2019, the Company reported a goodwill balance of $55.7 million, of which $29.5 million relates to the Company’s Capital Equipment segment and $26.2 million relates to the Company’s APS segment.  As disclosed in Note 1: Basis of Presentation - Accounting for Impairment of Goodwill of the Form 10-K, the Company tests goodwill for impairment annually in the fourth quarter, or more frequently if circumstances indicate a possible impairment. The Company tests for goodwill impairment at a level of reporting referred to as a "reporting unit" in ASC 350-20-20. A reporting unit can be an operating segment, or one level below an operating segment.

The goodwill balance for each reportable segment as of September 28, 2019, relates to three operating segments in the Capital Equipment segment and two operating segments in the APS segment. Those operating segments were also determined to be the reporting units for the purpose of goodwill assessment. The reporting units in the Capital Equipment segment with goodwill balances are the Wedge Bonder CE, APMR CE and Lithography operating segments. The reporting units in the APS segment with goodwill balances are the Wedge Bonder APS and APMR APS operating segments. The decrease in net revenues for our Capital Equipment segment in fiscal 2019 has been primarily driven not by those operating segments, but instead by our Ball Bonder CE operating segment, which has no goodwill. The Capital Equipment segment experienced a loss from operations in fiscal 2019 of $12.5 million. The Ball Bonder CE operating segment has contributed

2

82.5% of the decrease in the total net revenue of the Capital Equipment segment in fiscal 2019 as compared to the same period in fiscal 2018.

For the three months ended December 28, 2019 as compared to the same period in fiscal 2019, the lower Capital Equipment net revenue was primarily due to the lower volume from both the Wedge Bonder CE operating segment (which is a goodwill reporting unit) and Ball Bonder CE operating segment (which has no goodwill). The Company has reviewed the qualitative factors to ascertain if a "triggering" event may have taken place that may have the effect of reducing the fair value of the reporting units to below its carrying value, and concluded that no triggering event had occurred.

As part of our annual evaluation during the fourth quarter of our fiscal 2019, for the Wedge Bonder CE and Wedge Bonder APS reporting units, the Company has reviewed the qualitative factors as set forth below to ascertain if a "triggering" event may have taken place that may have the effect of reducing the fair value of the reporting unit below its carrying value. In fiscal 2018, we performed the first step of the goodwill impairment test under the income approach, and the estimated fair value of both reporting units were seven times above the respective carrying value.

For the Lithography, APMR CE and APMR APS reporting units, the Company chose to bypass the qualitative assessment and proceed directly to perform the first step of the goodwill impairment test.

Wedge Bonder CE and Wedge Bonder APS Reporting Units

Pursuant to ASC 350-20-35-3, the Company has assessed qualitative factors, as described in paragraphs 350-20-35-3A through 35-33G, during fiscal 2019, for the Wedge Bonder CE and Wedge Bonder APS reporting units. An overview of the Company’s consideration of the factors in ASC 350-20-35-3C follows:

a) Macroeconomic conditions

The general macroeconomic uncertainty, which has resulted in a demand decline industry wide, does not represent a significant deterioration in the general economic conditions during 2019. The Company anticipates a gradual recovery in our overall businesses in the near term based on our forecast, including for the Wedge Bonder CE and Wedge Bonder APS reporting units. This near-term recovery represents a stabilization of the long-term growth trend of industry demand as supported by industry analysts such as Gartner and our internal estimates, and includes semiconductor, automotive, and power discrete consumption.

b) Industry and market considerations

Notwithstanding the decrease in the wedge bonder CE and APS markets as a result of the current US-China trade relationship, management expects our leadership position to continue primarily due to our significant global installed base and large market share. As discussed above under macroeconomic conditions, management continues to expect long-term growth in semiconductor, automotive and power discrete consumption.

c) Cost factors

We have implemented a cost reduction initiative to align operating expenses with revenue as part of the Company's effort to enhance the quality and efficiency of our global organization. Any anticipated changes in costs are incorporated into our ongoing forecasts. The Company does not anticipate the margin of our products to decrease significantly.

d) Overall financial performance

In evaluating whether it was more likely than not that the fair values of our reporting units were less than their carrying amounts, we assessed our overall financial performance. Similar to the general market, the Company’s revenue in fiscal 2019 has decreased from 2018. However, the reporting units have continued to achieve positive operating margin in fiscal 2019 and are expected to achieve positive operating margin in fiscal 2020. A key factor in our consideration is that the total income from operations for the last three fiscal years exceeded the carrying value of the goodwill balance. Based on continued Wedge Bonder CE and APS strength and positive indicators for the industry, we do not expect significant deterioration of the overall financial performance as management continues to expect long-term growth in semiconductor, automotive and power discrete consumption.

e) Entity-specific events

No relevant entity-specific events such as changes in management, executive strategy, key personnel, or customers occurred during fiscal 2019. Additionally, there was no contemplation of bankruptcy and no outstanding material litigation to consider.

f) Events affecting a reporting unit

No intervening events occurred that would indicate that the carrying value of the reporting units had been impaired.

3

g) Share price

While there were periods of temporary declines of our market capitalization within the year, the market capitalization of the Company has remained above its book value.

The Company evaluated the significance of the events and circumstances included in paragraph 350-20-35-3C (a) through (g), as set forth above, in the context of determining whether it was more likely than not that a goodwill impairment existed. Application of the goodwill impairment analysis requires significant judgment. Based on consideration of the weight of evidence of the factors considered above, the Company concluded that it was not more likely than not that goodwill of the Wedge Bonder CE and Wedge Bonder APS reporting units were impaired as of September 28, 2019.

Lithography, APMR CE and APMR APS Reporting Units

The Company used a discounted cash flow model to determine the fair value of the Lithography, APMR CE and APMR APS reporting units. The cash flow projections used within the discounted cash flow model were prepared using the forecasted financial results of the reporting units, which were based upon underlying estimates of the total market size as determined by independent third party industry reports, and market share data developed using a combination of independent third party data and our internal data. Significant assumptions used to determine fair value of the reporting units included terminal growth rate, expected challenging global industry and market conditions, working capital, tax rate and a weighted average cost of capital (discount rate). Based on this assessment, we concluded that the estimated fair value determined under the income approach for each of our Lithography, APMR CE and APMR APS reporting units as of September 28, 2019 exceeded the respective carrying value by more than 100%. Hence, we concluded that the goodwill assigned to each reporting unit, as of September 28, 2019, was not impaired.

Note 10: Revenue and Contract Liabilities, page 57

3.

 We note from your disclosure in Note 10 that you report revenue based on your reportable segments and you believe that reporting revenue on this basis provides information about how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. However, we note that in your investor presentations and earnings calls, you discuss the business in terms of certain end markets such as automotive, advanced packaging, and memory, among others, as well as product categories such as your wire bonder business and ball bonder business. Additionally, we note that each of your two reportable segments consists of six operating segments. In light of this, it appears it may be appropriate to disclose revenue on a further disaggregated basis. Please tell us how you considered the guidance in ASC 606-10-55-90 through 55-91 when determining the appropriate level of disaggregation of revenue.

Response:

In determining the appropriate categories to use to disaggregate revenue for purposes of its disclosure, the Company started with ASC 606-10-50-5, which requires an entity to disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The Company considered the examples that might be appropriate for disaggregation, as set forth in ASC 606-10-55-91, which include the following:

a) Type of good or service (for example, major product lines);

b) Geographical region (for example, country or region);

c) Market or type of customer (for example, government and nongovernment customers);

d) Type of contract (for example, fixed-price and time-and-materials contracts);

e) Contract duration (for example, short-term and long-term contracts);

f) Timing of transfer of goods or services (for example, revenue from goods

February 28, 2020
Lester Wong
Chief Financial Officer
Kulicke & Soffa Industries, Inc.
23A Serangoon North Avenue 5 #01-01
Singapore 554369
Re:Kulicke and Soffa Industries, Inc.
Form 10-K for the Fiscal Year Ended September 28, 2019
Filed November 15, 2019
File No. 000-00121
Dear Mr. Wong:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 28, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 24
1.We note that your results of operations section in MD&A discusses the changes in
revenue and gross profit by segment.  However, we note from your disclosure in Note 14
that segment operating income is the measure used by your chief operating decision maker
in deciding how to allocate resources and assess performance.  We also note that although
the Capital Equipment segment generated the larger revenue and gross profit amounts of
the two segments in fiscal 2019, it generated a loss from operations, while APS had
income from operations.  In light of this disproportionate contribution of the Capital
Equipment segment to operating income relative to its contribution to revenue, it
appears that investors would benefit from a discussion of segment operating income in
your results of operations discussion within MD&A.  Please consider revising as
appropriate.

 FirstName LastNameLester Wong
 Comapany NameKulicke & Soffa Industries, Inc.
 February 28, 2020 Page 2
 FirstName LastNameLester Wong
Kulicke & Soffa Industries, Inc.
February 28, 2020
Page 2

Notes to Consolidated Financial Statements
Note 3: Goodwill and Intangible Assets
Goodwill, page 47
2.We note your disclosure that you performed your annual assessment in the fourth quarter
of fiscal 2019 and concluded that no impairment charge was required and that during
fiscal year 2019 and through the three months ended December 28, 2019, you reviewed
qualitative factors and determined that no triggering event had occurred to indicate that
the fair value of the reporting unit is below its carrying value.  We further note that net
revenues for your capital equipment segment in fiscal 2019 decreased 46.2% from fiscal
2018 and decreased 11.7% for the three months ended December 28, 2019 compared to
the same period for 2018, and the segment had a loss from operations in fiscal 2019 of
$12.5 million.  Please tell us how you considered the factors pursuant to ASC 350-20-35-3
in determining that further impairment testing was not necessary given the decreases in
net revenues and gross profit for your capital equipment segment.  Additionally, please
tell us if the fair values of each of your reporting units are substantially in excess of their
carrying values.
Note 10. Revenue and Contract Liabilities, page 57
3.We note from your disclosure in Note 10 that you report revenue based on your reportable
segments and you believe that reporting revenue on this basis provides information about
how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by
economic factors. However, we note that in your investor presentations and earnings calls,
you discuss the business in terms of certain end markets such as automotive, advanced
packaging, and memory, among others, as well as product categories such as your wire
bonder business and ball bonder business.  Additionally, we note that each of your two
reportable segments consists of six operating segments.  In light of this, it appears it may
be appropriate to disclose revenue on a further disaggregated basis.  Please tell us how
you considered the guidance in ASC 606-10-55-90 through 55-91 when determining the
appropriate level of disaggregation of revenue.

 FirstName LastNameLester Wong
 Comapany NameKulicke & Soffa Industries, Inc.
 February 28, 2020 Page 3
 FirstName LastName
Lester Wong
Kulicke & Soffa Industries, Inc.
February 28, 2020
Page 3

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Melissa Gilmore at (202) 551-3777 or Claire Erlanger at (202) 551-
3301 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3030
April 6 , 2016

Via E -mail
Mr. Mr. Jonathan Chou
Interim Chief Executive Officer
Kulicke and Soffa Industries, Inc.
23A Serangoon North, Avenue 5
#01-01 K&S Corporate Headquarters
Singapore 554369

Re: Kulicke and Soffa Industries, Inc.
 Form 10-K for the Fiscal Year Ended October 3 , 2015
 Filed November 18, 2015
File No. 000-00121

Dear Mr. Chou :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the d isclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

       Sincerely,

       /s/ Kevin J. Kuhar

Kevin J. Kuhar
Accounting Branch Chief
        Office of Electronics an d Machinery

CORRESP
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filename1.htm

		CORRESP

March 29, 2016

 VIA EDGAR

Securities and Exchange Commission

100 Fifth Street, N.W.

Washington, DC  20549

Attention: Kevin J. Kuhar,  Accounting Branch Chief Office of Electronics and Machinery

RE:

 Kulicke and Soffa Industries, Inc. (the “Company”)

 Form 10-K for period ended October 3, 2015

 Filed November 18, 2015

 File No. 000-00121

Dear Mr. Kuhar:

The Company has reviewed the comments made by the Staff of the Securities and Exchange Commission (the “Commission” or “SEC”) in its letter to the Company dated March 16, 2016 with respect to the Staff’s review of the Company’s Form 10-K for the fiscal year ended October 3, 2015 (the “10-K”).  This letter contains the Company’s responses to the Staff’s comments.

For your convenience, we have repeated below in bold type the Staff’s comments and have set forth the response of the Company immediately below the applicable comment.

***

Comment

Form 10-K as of October 3, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 42

1.

 We note that your headquarters are in Singapore, that a significant portion of your income before income taxes is derived from foreign sources and that as of the 2015 year-end more than $530.5 million of your undistributed earnings were permanently reinvested outside the United States. Further, although we note that at October 3, 2015 you held cash and cash equivalents of approximately $498.6 million, representing approximately 55 percent of your total assets, in your February 2, 2016 earnings call you indicated that your cash position is extremely limited in the U.S. and remains a major constraint, such that you are considering adding a credit facility to help buffer the limited cash balance. Please address the following in your future filings:

•Disclose the amount of cash, cash equivalents and liquid investments held by foreign subsidiaries at each balance sheet date and quantify any amounts that would not be available for use without potentially incurring U.S taxes.

•Provide a discussion of any known trends, demands or uncertainties relating to your liquidity as a result of your policies of permanently reinvesting earnings outside the U.S. Discuss any strategies you have in place to access cash held overseas. Refer to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

Response

In future filings, the Company will include additional disclosures in the Liquidity and Capital Resources discussion in the Management’s Discussion and Analysis of Financial Condition that discloses the amount of cash, cash equivalents and liquid investments held by foreign subsidiaries and any amounts that would not be available without potentially incurring U.S. taxes. In addition, the Company will discuss any known trends, demands or uncertainties related to liquidity as a result of the current practice of reinvesting earnings outside the U.S and the Company's ability to access in the U.S. cash held overseas. While certain foreign earnings have been permanently reinvested in foreign jurisdictions, the Company has not adopted a policy of permanently reinvesting all earnings outside the U.S. A disclosure consistent with the disclosure below will be added to our existing disclosures over Liquidity and Capital Resources:

1

As of October 3, 2015 and September 27, 2014, approximately $488.0 million and $529.3 million of cash, cash equivalents and short-term investments were held by the Company's foreign subsidiaries, respectively. The cash amounts not available for use in the U.S. without incurring additional U.S. income tax as of October 3, 2015 and September 27, 2014, is approximately $343.5 million and $352.8 million, respectively.

The Company’s international operations and capital requirements are funded primarily by cash generated by foreign operating activities and cash held by foreign subsidiaries. Most of the Company's operations and liquidity needs are outside the U.S. The Company’s U.S. operations and capital requirements are funded primarily by cash generated from U.S. operating activities. In addition, the Company entered into an Uncommitted Revolving Credit Agreement with United Overseas Bank Limited, New York Agency ("UOB"), providing for a $25 million revolving credit facility (the "Credit Facility"). The Credit Facility is an unsecured revolving credit facility of $25 million with a term of one year. The proceeds of the Credit Facility may be used for the Company's general corporate purposes and provides additional liquidity for any U.S. needs. We believe our U.S. sources of cash and liquidity are sufficient to meet our business needs in the U.S. for the foreseeable future including funding of U.S. operations, capital expenditures and the share repurchase program as approved by the Board of Directors. We currently do not expect that we will need to repatriate the funds we have designated as indefinitely reinvested outside the U.S. Should the Company’s U.S. cash needs exceed its funds generated by U.S. operations due to changing business conditions or transactions outside the ordinary course, such as acquisitions of large capital assets, businesses or any other capital appropriation in the U.S., the Company may require additional financing in the U.S. In this event, the Company could borrow under the Credit Facility, seek other U.S. borrowing alternatives, repatriate funds held by foreign subsidiaries that have already been subject to U.S. taxation without incurring additional income tax expense (i.e. earnings previously subject to U.S. income tax or U.S. deferred taxes already accrued on those respective earnings), or a combination thereof.

Notes to Consolidated Financial Statements

Note 12: Income Taxes, page 71

2.

 Please describe to us in greater detail the business structure reorganization of your foreign subsidiaries that resulted in a change in your permanent reinvestment assertion outside the United States. Please explain to us how you applied the guidance in ASC 740-30-25-17 that resulted in your recording a $19.7 million tax benefit.

Response:

During Fiscal 2015, the Company commenced a business structure reorganization to achieve better commercial and operational efficiencies. Following completion of the reorganization, a group of wholly owned foreign subsidiaries, which had previously been held directly by the U.S. parent company, will be moved underneath a common chain of foreign subsidiaries, allowing for direct access to cash by other foreign subsidiaries without incurring U.S. income tax. Prior to the reorganization, we were more likely to incur U.S. income tax if these foreign subsidiaries accessed cash from other non-U.S. subsidiaries in our organization. This reorganization provides the Company with an enhanced ability to fund foreign capital expenditures, acquisitions, and expanded operations without incurring U.S. income tax.

We considered various factors in accordance with the provisions of ASC 740-30-25-17 in our review and affirmation of the need to permanently reinvest our foreign earnings outside the U.S. The main factors considered are the financial requirements of our U.S. parent company and operations, and funding requirements outside the U.S. We determined that the U.S. parent company’s cash positions and projections, access to the Credit Facility or other borrowing alternatives, repatriation of foreign cash without incurring additional U.S. income tax, or a combination thereof, is likely to be sufficient to meet its U.S. cash needs. The cash generated from the reorganized group of foreign subsidiaries may be used for working capital needs of foreign operations, as well as foreign capital expenditures, acquisitions or expansions. For example, in January 2015, a foreign business was acquired for $97.4 million (EUR 80 million) by the Company’s foreign subsidiary using cash generated from foreign earnings. (as disclosed in the Company's Current Report on Form 8-K filed on January 9, 2015)

In summary, the combination of the U.S. parent company’s access to sources of cash and the ability to access cash from the reorganized foreign subsidiaries in a tax efficient manner to fund foreign operations supports the change in permanent reinvestment assertion which resulted in the Company's recording a $19.7 million tax benefit, as disclosed in Note 12 of the 10-K.

***

2

We acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

We appreciate the Staff’s attention and request that the Staff contact us with any questions or comments regarding this letter.

 Sincerely yours,

 /s/ JONATHAN CHOU

 Jonathan Chou

 Interim Chief Executive Officer,

Chief Financial Officer

cc:

 Raymond F. Douglas

 Drinker Biddle & Reath LLP

 Greg Unsworth, Partner

 PricewaterhouseCoopers LLP

3

Mail Stop 3030
March 16 , 2016

Via E -mail
Mr. Jonathan Chou
Interim Chief Executive Officer
Kulicke and Soffa Industries, Inc.
23A Serangoon North, Avenue 5
#01-01 K&S Corporate Headquarters
Singapore 554369

Re: Kulicke and Soffa Industries, Inc.
 Form 10-K for the Fiscal Year Ended October 3 , 2015
 Filed November 18, 2015
File No. 000-00121

Dear Mr. Chou :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busi ness days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended October 3, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidit y and Capital Resources, page 42

1. We note that your headquarters are in Singapore, that a significant portion of your
income before income taxes is derived from foreign sources and that as of the 2015 year -
end more than $530.5 million of your undistributed earnings were permanently reinves ted
outside the United States.  Further, although we note that at October 3, 2015 you held
cash and cash equivalents of approximately $498.6 million, representing approximately
55 percent of your total assets, in your February 2, 2016 earnings call you ind icated that
your cash position is extremely limited in the U.S. and remains a major constraint, such

Mr. Jonathan Chou
Kulicke and Soffa Industries, Inc.
March 16 , 2016
Page 2

 that you are considering adding a credit facility to help buffer the limited cash balance.
Please address the following in your future  filings:

 Disclose the amount of cash, cash equivalents and liquid investments held by foreign
subsidiaries at each balance sheet date and quantify any amounts that would not be
available for use without potentially incurring U.S taxes.

 Provide a discussion of any known trends, demands or uncertainties relating to your
liquidity as a result of your policies of permanently reinvesting earnings outside the
U.S.  Discuss any strategies you have in place to access cash held overseas.  Refer t o
Item 303(a)(1) of Regulation S -K and Section IV of SEC Release 33 -8350.

Notes to Consolidated Financial Statements

Note 12: Income Taxes, page 71

2. Please describe to us in greater detail the business structure reorganization of your
foreign subsidiarie s that resulted in a change in your permanent reinvestment assertion
outside the United States.   Please explain to us how you applied the guidance in ASC
740-30-25-17 that resulted in your recording a $19.7 million tax benefit.

We urge all persons who a re responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the c ompany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Jonathan Chou
Kulicke and Soffa Industries, Inc.
March 16 , 2016
Page 3

 You may contact Tara Harkins at (202) 551 -3639, or me at (202) 551 -3662 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Caleb French  at (202) 551 -6947 or Geoffrey Kruczek , Senior Attorney,  at (202) 551 -3641 with
any other questions.

Sincerely,

 /s/ Kevin J. Kuhar

 Kevin J. Kuhar
           Accounting Branch Chief
           Office of Electronics and Machinery

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
April 14, 2009

  Mr. Maurice E. Carson Senior Vice President and Chief Financial Officer Kulicke and Soffa Industries, Inc. 1005 Virginia Drive Fort Washington, PA 19034   RE: Kulicke and Soffa I ndustries, Inc.
  Form 10-K for the fiscal year ended September 27, 2008
  Filed December 11, 2008
  File No. 0-00121

Dear Mr. Carson:    We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.              S i n c e r e l y ,           A n g e l a  J .  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

    April 9,
2009

    VIA
EDGAR

    Angela J.
Crane

    Accounting
Branch Chief

    Division
of Corporation Finance

    Securities
and Exchange Commission

    450 Fifth
Street, N.W.

    Washington,
DC  20549

                RE:

                Kulicke
      and Soffa Industries, Inc. (the “Company”)

                Form
      10-K for period ended September 27, 2008 and
  filed

              December
      11, 2008

                Form
      10-Q for period ended December 27, 2008 and filed February 4,
      2009

              File No.
  0-00121

    Dear Ms.
Crane:

    The Company has reviewed the comments
made by the Staff of the Securities and Exchange Commission (the “Commission” or
“SEC”) in its letter to the Company dated March 17, 2009 with respect to the
Staff’s review of the Company’s Form 10-K for the fiscal year ended September
27, 2008 (the “10-K”) and Form 10-Q for the fiscal quarter ended December 27,
2008 (the “10-Q”).  This letter contains the Company’s responses to
the Staff’s comments.

    For your convenience, we have repeated
below in bold type the Staff’s comments and have set forth the response of the
Company immediately below the applicable comment.

    We acknowledge that:

              ·

              The
      Company is responsible for the adequacy of the disclosure in the
      filing;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              The
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under federal securities laws of
      the United States.

    ***

    Comment

    Form 10-K as of September
27, 2008

    Schedule II
-  Valuation and Qualifying Accounts, page 89

              1.

                We
      note you reclassified fully depreciated demonstration and evaluation
      equipment from inventory to property, plant and equipment in the amount of
      $3.3 million during fiscal year 2008.  Please tell us more about
      this reclassification.  Also, clarify why demonstration units
      included in inventory were depreciated instead of valued using estimated
      net realizable value, in accordance with ARB 43.  Support that
      your current accounting complies with
  GAAP.

      Periodically,
we send demonstration and evaluation equipment to customers for a trial period
while they consider whether they will purchase this equipment.  We
also showcase demonstration and evaluation equipment in our
facilities.  Typically, demonstration and evaluation equipment is
classified as inventory for so long as we reasonably believe it will ultimately
be purchased by a customer.  Our policy is to apply ARB 43, Chapter 4,
Statement 6, to value inventory at the lower of cost or market.  With
regard to demonstration and evaluation equipment categorized as inventory that
remains on our books longer than six months, our policy is to reduce its value
systematically over the next 12 months to reflect the decline in its net
realizable value.  Based on our experience, we believe this approach
provides a reasonable estimate of the decline in the net realizable value of
these machines.  At December 27, 2008, we only had $5.3 million
(gross) of demonstration and evaluation equipment included in our
inventory.

    We also
monitor the usage of our demonstration and evaluation equipment on a quarterly
basis to determine whether such demonstration or evaluation equipment is
properly classified on our balance sheet and recorded at appropriate values on
our financial statements.  If we determine that a machine will be used
in an engineering process instead of being sold, it is reclassified to fixed
assets to better reflect the nature of the asset. As part of our policy of
monitoring our demonstration and evaluation equipment, we reclassified $3.3
million of demonstration and evaluation equipment, which had a net book value of
$0, from inventory to property, plant and equipment during fiscal
2008.  This demonstration and evaluation equipment was comprised of
Die Bonder machines that we acquired as part of our acquisition of Alphasem in
fiscal 2007.  In fiscal 2008, we determined that the probability of
selling these machines was low, and that the reclassification from inventory to
property, plant and equipment was appropriate.  The reclassification
had no net impact on our statement of operations or our balance
sheet.

    Comment

    Form 10-Q for the quarterly
period ended December 27, 2008

    Note 2. Discontinued
Operations, page 22

              2.

                  We
      note on September 29, 2008 that you completed the sale of your wire
      business for gross proceeds of $155.0 million.  We also note
      that in conjunction with the sale, you entered into a joint development
      and engineering services agreement (“the Agreement”) with the
      purchaser.  The agreement, among other things, indicates that
      you will continue to provide process engineering and research and
      development activities for the business for five years and additional
      transitional services for at least one year to the
      purchaser.  We also note that you collected cash on behalf of
      the purchaser totaling $5.8 million as of December 27, 2008.  In
      light of the provisions of the agreement and your continuing involvement
      in the operations, please tell us why you believe your presentation as
      discontinued operations is appropriate.  Note that any
      significant continuing involvement in the operations of the component
      after the disposal transaction would preclude discontinued operations
      reporting.  Refer to the guidance in paragraph 42 of SFAS 144
      and EITF 03-13 in your
response.

      As part
of our agreement to sell our Wire business to W.C. Heraeus GmbH (the
“Purchaser”) we entered into three agreements, a joint development and
engineering services agreement, a transition services agreement and a sales
representative agreement, with the Purchaser.  These were the only
agreements entered into between the Purchaser and the Company relating to
post-closing involvement by us in the divested business.  We evaluated
these agreements, individually and in the aggregate, under the guidelines of
SFAS No. 144, paragraph 42 and EITF 03-13 in order to determine whether
classification of the Wire business as discontinued operations was
appropriate.

    Under
EITF 03-13, an entity is directed to consider the following steps to determine
whether a disposed business can appropriately be classified as a discontinued
operation:

              1.

              Are
      continuing cash flows expected to be generated by the ongoing
      entity?

              2.

              Do
      the continuing cash flows result from a migration or continuation of
      activities (i.e., direct cash
flows)?

              3.

              Are
      the continuing cash flows
significant?

              4.

              Is
      there continuing significant involvement in the disposed
      business?

    If the
cash flows result from a migration or continuation of activities and are
considered significant, the disposed business cannot be classified as a
discontinued operation.  A brief summary of each agreement and the
results of our evaluations are provided below.

    Transition Services
Agreement

    Under
this agreement, the Company agreed to provide data processing and communications
services, financial accounting and administrative support, human resources and
personnel services, order processing and invoicing services and logistics and
operation services for periods commencing on October 3, 2008 and ranging from
three months to nine months depending on the service.

    In
analyzing the services outlined above, we determined that the Company will
generate continuing cash flows under the agreement, and that these cash flows
result from a continuation of activities.  However, we also determined
that the cash flows associated with these activities are not significant for the
following reasons:

              1.

              The
      services were being provided essentially at cost, and the gross cash
      inflows and cash outflows under this agreement were each expected to total
      less than $700,000, which represents less than 0.25% of the estimated cash
      inflows and outflows for the nine month period ended June
      2009.  The net cash flows from this agreement were expected to
      be minimal.  As of April 6, 2009, the actual cash gross cash
      inflows and cash outflows were both approximately
  $350,000.

              2.

              The
      length of time that the services were to be provided was relatively short
      and ranged from approximately three months to nine months depending on the
      type of service.  No services were to be provided in excess of
      one year.  All services under this agreement have been
      terminated.

              3.

              The
      Company does not have active involvement in the divested business or an
      interest in the success or failure of the divested
      business.  The Company does not have the ability to influence
      the operating or financial policies of the divested
      business.  Also, the Company does not retain any risk and will
      not obtain benefits from the ongoing operations of the divested
      business.

    Although
we determined that the Company would have continuing involvement with the Wire
business for the reasons stated above, we also concluded that the Company’s
involvement is not significant under this agreement.

    Sales Representative
Agreement

    Similar
to the transition services agreement for administrative functions, the Company
entered into a transition services agreement for sales representatives under
which we agreed to use commercially reasonable efforts to develop the market for
certain products of the Wire business and solicit orders for these products in
certain countries for a six month period, which may be extended for an
additional six month period.  In exchange for the services rendered by
the Company, the Purchaser agreed to pay a sales commission to the Company equal
to 7.12% (estimated as the Company’s cost of maintaining the sales force to
provide these services) of certain revenue generated by the Company under the
agreement.

    In
analyzing the services outlined above, we determined that the Company would
generate continuing cash flows under the agreement, and that such cash flows
result from a continuation of activities.  However, we also determined
that the cash flows associated with these activities are not significant for the
following reasons:

              1.

              The
      services were being provided essentially at cost, and the gross cash
      inflows and cash outflows under this agreement were each expected to total
      less than $2.0 million, which represents less than 0.5% of the estimated
      cash inflows and outflows for the twelve month period ended September
      2009.  The net cash flows from this agreement were expected to
      be minimal.  As of April 6, 2009, the actual cash gross cash
      inflows and cash outflows were both approximately
  $375,000.

              2.

              The
      length of time that the services were to be provided was relatively short,
      ranging from six months to one year.  No services were to be
      provided in excess of one year.  Substantially all services
      under this agreement have been
terminated.

              3.

              The
      Company does not have active involvement in the divested business or an
      interest in the success or failure of the divested
      business.  The Company does not have the ability to influence
      the operating or financial policies of the divested
      business.  Also, the Company does not retain any risk and will
      not obtain benefits from the ongoing operations of the divested
      business.

    Although
we determined that the Company would have continuing involvement with the Wire
business for the reasons stated above, we also concluded that the Company’s
involvement is not significant under this agreement.

    Joint Development and
Engineering Services Agreement

    Under
this agreement, the Company agreed to provide certain engineering services to
the Purchaser on existing products for one year, subject to annual
renewal.

    In analyzing the services outlined
above, we determined that the Company would generate continuing cash flows under
the agreement, and that such cash flows result from a continuation of
activities.  However, we also determined that the cash flows
associated with these activities are not significant for the following
reasons:

              1.

              The
      services on existing products are being provided essentially at cost, and
      the gross cash inflows and cash outflows under this agreement were both
      expected to total approximately $14,200 per month (which is our estimate
      of the cost of two engineers who would be expected to provide these
      services).  The net cash flows from this agreement were expected
      to be minimal.

              2.

              The
      Company does not have active involvement in the divested business or an
      interest in the success or failure of the divested
      business.  The Company does not have the ability to influence
      the operating or financial policies of the divested
      business.  Also, the Company does not retain any risk and will
      not obtain benefits from the ongoing operations of the divested
      business.

    Although
we determined that the Company would have continuing involvement with the Wire
business for the reasons stated above, we also concluded that the Company’s
involvement is not significant under this agreement.

    In
addition to the services described above relating to the disposed business, the
Company agreed to provide the Purchaser with reasonable access to the Company’s
existing wire bonding equipment and tools for the purpose of Purchaser
establishing that its new bonding wire products function properly with the
Company’s wire bonding equipment and tools.  The Company and the
Purchaser also agreed to consider, during the five-year term of the agreement,
proposals to work jointly on future research and/or development projects for
certain bonding wire technologies.  Currently, there are no such
projects under consideration by the Company.  In analyzing these
services, we determined that these services do not result from a migration or
continuation of activities because these services are new and did not exist
prior to the sale of the Wire business.

    Conclusion

    As result
of the above evaluation, we determined that the Wire business met the
requirements in SFAS No. 144, paragraph 42, to be considered a discontinued
operation.

    Additionally,
the $5.8 million that was held by the Company as of December 31, 2008 was from
former customers and was simply a pass-through of payments for accounts
receivable that had been acquired by the Purchaser as part of the purchase of
the Wire business.  The collection of this cash was not part of any of
the agreements, but was rather the result of customers inadvertently sending
payments to the Company instead of to the Purchaser.  This was a
temporary situation and is not expected to continue in the future.

    Comment

    Note 5. Goodwill and
Intangible Assets, page 14

              3.

                  We
      note your disclosure that “no triggering events have occurred during
      fiscal year 2009” that would have the effect of reducing the fair valu

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3030
March 17, 2009

VIA U.S. MAIL and FACSIMILE

 Mr. Maurice E. Carson Senior Vice President and Chief Financial Officer Kulicke and Soffa Industries, Inc. 1005 Virginia Drive Fort Washington, PA 19034
 RE: Kulicke and Soffa I ndustries, Inc.
  Form 10-K for the fiscal year ended September 27, 2008
  Filed December 11, 2008
  File No. 0-00121

Dear Mr. Carson:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Maurice E. Carson
Kulicke and Soffa Industries, Inc.
March 17, 2009 Page 2    Form 10-K as of September 27, 2008

Schedule II – Valuation and Qualifying Accounts, page 89

1. We note you reclassified fully deprec iated demonstration and evaluation
equipment from inventory to property, pl ant and equipment in the amount of $3.3
million during fiscal year 2008. Please tell us more about this reclassification.
Also, clarify why demonstration units included in i nventory were depreciated
instead of valued using estimated net r ealizable value, in accordance with ARB
43.  Support that your current accounting complies with GAAP.

Form 10-Q for the quarterly period ended December 27, 2008
 Note 2. Discontinued Operations, page 11

2. We note on September 29, 2008 that you completed the sale of your wire business
for gross proceeds of $155.0 million.  We al so note that in conjunction with the
sale, you entered into a joint developmen t and engineering services agreement
(“the Agreement”) with the purchaser.  The agreement, among other things,
indicates that you will continue to provid e process engineering and research and
development activities for the business for five years and additional transitional
services for at least one year to the pu rchaser. We also note that you collected
cash on behalf of the purchaser totaling $5.8 million as of December 27, 2008. In light of the provisions of the agreemen t and your continuing involvement in the
operations, please tell us why you believe your presen tation as discontinued
operations is appropriate.  No te that any significant continuing involvement in the
operations of the component after the disposal transaction would preclude
discontinued operations reporting.  Refer to the guidance in paragraph 42 of
SFAS 144 and EITF 03-13 in your response.
 Note 5. Goodwill and Intangible Assets, page 14

3. We note your disclosure that  “no triggering events have  occurred during fiscal
year 2009” that would have the effect of  reducing the fair value of goodwill below
its carrying value. Please  explain how you analyzed the difference between your
market capitalization and your book value of  your equity to conclude that an
impairment test was not necessary. E xplain any qualitative and quantitative
factors you considered (e.g. reconciliation).

Maurice E. Carson
Kulicke and Soffa Industries, Inc.
March 17, 2009 Page 3
ote 9. Shareholder’s Equity, page 20

N

. We note that your “total equity-based  compensation expense” for the three
ll us
As appropriate, please respond to these co mments within 10 business days or tell
us whe
our
ter
We urge all persons who are responsible for the accuracy and adequacy of the
er

re
In connection with responding to our comments, please provide, in writing, a
ateme
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
staff comments or changes to disclosure  in response to staff comments do not

‚ the company may not assert staff comme nts as a defense in any proceeding
f the
In addition, please be advise d that the Division of Enfo rcement has access to all
informa
You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202)
551-35
nt
Chief Accountant, at (202) 551-3671.
4
months ended December 27, 2008 reflects a “reversal of expense.” Please te
more about this reversal and refer to  the GAAP literature that supports your
accounting.

n you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit y
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments af
reviewing your responses to our comments.
  disclosure in the filing to be certain that the filing includes all in formation required und
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they a
responsible for the accuracy and adequacy of the disclosures they have made.
  st nt from the company acknowledging that:
filings;
 ‚
foreclose the Commission from taking any action with respect to the filing; and

initiated by the Commission or any person under the federal secu rities laws o
United States.

tion you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
54 if you have questions regarding comm ents on the financial statements and
related matters.  In this regard, do not hesitate to contact Ma rtin James, Senior Assista

Maurice E. Carson
Kulicke and Soffa Industries, Inc. March 17, 2009 Page 4
 S i n c e r e l y ,
      A n g e l a  J .  C r a n e        Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 Via EDGAR

 May 7, 2008

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Mr. Tim Buchmiller, Senior Attorney

Re:
Kulicke and Soffa Industries, Inc.

 Form 10-K filed
December 11, 2007

 Form 10-Q filed February 5, 2008

 File No. 0-00121

 Dear Mr. Buchmiller:

 Kulicke and Soffa Industries, Inc. (the “Company”) has considered the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the
letter dated April 24, 2008 relating to the above-referenced filings, and on behalf of the Company, I respectfully provide the Company’s responses to the Staff’s comments below. For your convenience, the text of each comment is
reproduced below before the applicable response.

 Form 10-K for the fiscal year ended September 29, 2007

Item 7.
Management’s Discussion and Analysis

1.
We note that your discussion and analysis repeats much of the information contained in the “Business” section of your annual report on Form 10-K. Please revise your
disclosure in your future filings, as applicable, to add an overview that contains a balanced, executive level discussion that identifies the most important themes or other significant matters with which management is concerned primarily in
evaluating the company’s financial condition and operating results. Discuss material business opportunities, challenges and risks, such as those presented by known material trends and uncertainties, on which the company’s executives are
most focused, and the actions they are taking in response to them. For further guidance on the content and purpose of the “Overview,” See Interpretive Release No. 33-8350 on our website at
http://www.sec.gov/rules/interp/33-8350.htm.

 The Company will revise, to address the Staff comments, the
“Management’s Discussion and Analysis” section in the reports it files in the future with the Commission pursuant to the Securities Exchange Act of 1934, as amended, beginning with the Company’s quarterly report on Form 10-Q for
its current fiscal quarter.

 Tim Buchmiller

 May 7,
2008

  Page
 2

 Form 10-Q for the period ended December 29, 2007

 Exhibits 32.1 and 32.2

2.
We note that the identification of the certifying individual at the beginning of the certification required by Exchange Act Rule 13a-14(a) also includes the title of the
certifying individual. In future filings, the identification of the certifying individual at the beginning of the certification should be revised so as not to include the individual’s title.

 In future filings, as applicable, the Company will not include the certifying individual’s title at the beginning of the certification required by
Exchange Act Rule 13a-14(a). The Company is aware that the Staff intends this comment to apply to Exhibits 31.1 and 31.2 of its form 10-Q filed February 5, 2008.

 Tim Buchmiller

 May 7,
2008

  Page
 3

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the required disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Please contact me if you have any questions.

 Very truly yours,

 /s/ David J. Anderson

David J. Anderson, Vice President and General Counsel

Mail Stop 6010
   April 24, 2008
  C. Scott Kulicke Chairman of the Board and Chief Executive Officer Kulicke and Soffa Industries, Inc. 1005 Virginia Drive Fort Washington, Pennsylvania 19034
Re: Kulicke and Soffa Industries, Inc.
Form 10-K for Fiscal Year Ended September 29, 2007
Filed December 11, 2007 Form 10-Q for Fiscal Quarter Ended December 29, 2007 Filed February 5, 2008
  File No. 0-00121

Dear Mr. Kulicke:

We have limited our review of your filings to those issues we have addressed in our
comments.  Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for fiscal year September 29, 2007

Item 7.  Management's Discussion and Analysis
 1. We note that your discussion and analysis repeats much of the information contained in the "Business" section of your annual report on Form 10-K.  Please revise your disclosure in your future filings, as applicable, to add an overview that contains a balanced, executive-level discussion that identifies the most important themes or other significant matters with which management is concerned primarily in evaluating the company’s financial condition and operating results.  Discuss material business opportunities, challenges and risks, such as those presented by known material trends and uncertainties, on which the company’s executives are most focused, and the actions they are taking in response to them.  For further guidance on the content and purpose of the “Overview,” see

C. Scott Kulicke
Kulicke and Soffa Industries, Inc.
April 24, 2008 Page 2
Interpretive Release No. 33-8350 on our website at http://www.sec.gov/rules/interp/33-
8350.htm .
 Form 10-Q for period ended December 29, 2007

 Exhibits 32.1 and 32.2

 2. We note that the identification of the certifying individual at the beginning of the certification required by Exchange Act Rule 13a-14(a) also includes the title of the certifying individual.  In future filings, the id entification of the certifying individual at the
beginning of the certification should be revised so  as not to include the individual’s title.

*  *  *  *  *

Please respond to our comment within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.

Please contact Mary Beth Breslin at (202) 551-3625 or me at (202) 551-3635 with any
other questions.

C. Scott Kulicke
Kulicke and Soffa Industries, Inc.  April 24, 2008 Page 3            S i n c e r e l y ,
Tim Buchmiller
        S e n i o r  A t t o r n e y