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. 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 Quarter ended December 26, 2021 685 $ 634.51 677 2,582,493 December 27, 2021 - January 23, 2022 591 $ 693.30 590 2,357,524 January 24, 2022 - February 20, 2022 1,276 $ 582.79 1,273 1,457,246 February 21, 2022 - March 27, 2022 364 $ 533.24 144 1,382,287 Quarter ended March 27, 2022 2,231 $ 597.66 2,007 $ 1,382,287 (1) During the three and nine months ended March 27, 2022, we acquired 224 thousand shares at a total cost of $122.3 million and 244 thousand shares at a total cost of $134.3 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 nine months ended March 27, 2022. Accelerated Share Repurchase Agreements On February 15, 2022, we entered into an accelerated share repurchase agreement (the “February 2022 ASR") with two financial institutions to repurchase a total of $600 million of Common Stock. We took an initial delivery of approximately 758 thousand shares, which represented 75% of the prepayment amount divided by the Company’s closing stock price on February 15, 2022. The total number of shares received under the February 2022 ASR will be based upon the average daily volume weighted average price of the Company’s Common Stock during the repurchase period, less an agreed upon discount. The February 2022 ASR settled with one of the financial institutions in April 2022, resulting in the receipt of approximately 216 thousand additional shares. Final settlement of the February 2022 ASR will occur no later than June 16, 2022. 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, 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. 48 Table of Contents