LAM RESEARCH CORP 10-Q

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. Lam Research Corporation 2023 Q2 10-Q 40 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 26, 2022 $ 5,514,636 Quarter ended September 25, 2022 686 $ 433.47 675 5,409,654 September 26, 2022 - October 23, 2022 51 $ 363.11 48 5,392,224 October 24, 2022 - November 20, 2022 540 $ 420.65 537 5,166,419 November 21, 2022 - December 25, 2022 542 $ 444.02 540 4,926,428 Quarter ended December 25, 2022 1,133 $ 429.27 (3) 1,125 $ 4,926,428 (1) During the three and six months ended December 25, 2022, we acquired 8 thousand shares at a total cost of $3.1 million, and 19 thousand shares at a total cost of $7.9 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 25, 2022. (3) Average price paid per share presented is for the quarter ended December 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 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 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. ITEM 3. Defaults Upon Senior Securities None. ITEM 4. Mine Safety Disclosures Not applicable.