LAM RESEARCH CORP 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds Repurchases of Company Shares In November 2020, the Board of Directors authorized management to repurchase up to an additional $5.0 billion of Common Stock; this authorization supplements the remaining balance from any prior authorization. These repurchases can be conducted on the open market or as private purchases and may include the use of derivative contracts with large financial institutions, in all cases subject to compliance with applicable law. This repurchase program has no termination date and may be suspended or discontinued at any time. 45 Table of Contents Share repurchases, including those under the repurchase program, were as follows: Total Number of Shares Repurchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Amount Available Under Repurchase Program (in thousands, except per share data) Available balance as of June 27, 2021 $ 4,222,220 Quarter ended September 26, 2021 1,737 $ 608.89 1,725 3,012,479 September 27, 2021 - October 24, 2021 3 $ 565.64 — 3,012,476 October 25, 2021 - November 21, 2021 356 $ 594.95 353 2,802,483 November 22, 2021 - December 26, 2021 326 $ 678.34 324 2,582,493 Quarter ended December 26, 2021 685 $ 634.51 677 $ 2,582,493 (1) During the three and six months ended December 26, 2021, we acquired 8 thousand shares at a total cost of $4.8 million and 20 thousand shares at a total cost of $11.9 million, respectively, which we withheld through net share settlements to cover minimum tax withholding obligations upon the vesting of restricted stock unit awards granted under our equity compensation plans. The shares retained by us through these net share settlements are not a part of the Board-authorized repurchase program but instead are authorized under our equity compensation plan. (2) Average price paid per share excludes the effect of accelerated share repurchase activities. See additional disclosure below regarding our accelerated share repurchase activity during the six months ended December 26, 2021. Accelerated Share Repurchase Agreements On August 31, 2021, we entered into an accelerated share repurchase agreement (the “August 2021 ASR") with two financial institutions to repurchase a total of $650 million of Common Stock. We took an initial delivery of approximately 806 thousand shares, which represented 75% of the prepayment amount divided by the Company’s closing stock price on August 31, 2021. The total number of shares received under the August 2021 ASR was based upon the average daily volume weighted average price of our Common Stock during the repurchase period, less an agreed upon discount. Final settlement of the August 2021 ASR occurred in January 2022, subsequent to our December 26, 2021 fiscal quarter end, resulting in the receipt of approximately 265 thousand additional shares, which yielded a weighted-average share price of $606.71 for the transaction period. ITEM 3. Defaults Upon Senior Securities None. ITEM 4. Mine Safety Disclosures Not applicable.