Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Company Shares
In May 2022, 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 26, 2022 $ 5,514,636
June 27, 2022 - July 24, 2022 3 $ 424.68 — 5,514,636
July 25, 2022 - August 21, 2022 3 $ 502.11 — 5,514,636
August 22, 2022 - September 25, 2022 680 $ 432.63 675 5,409,654
Quarter ended September 25, 2022 686 $ 433.47 (3) 675 $ 5,409,654
(1) During the three months ended September 25, 2022, we acquired 11 thousand shares at a total cost of $4.8 million, 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 three months ended September 25, 2022.
(3) Average price paid per share presented is for the quarter ended September 25, 2022.
Accelerated Share Repurchase Agreements
On June 2, 2022, we entered into an accelerated share repurchase agreement (the "June 2022 ASR") with two financial institutions to repurchase a total of $500 million of Common Stock. We took an initial delivery of approximately 717 thousand shares, which represented 75% of the prepayment amount divided by our closing stock price on June 2, 2022. The total number of shares received under the June 2022 ASR will be 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 June 2022 ASR occurred in September 2022, resulting in the receipt of approximately 433 thousand additional shares, which yielded a weighted-average share price of $435.20 for the transaction period.
Lam Research Corporation 2023 Q1 10-Q 38
Table of Contents
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
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