LAM RESEARCH CORP 10-Q

ITEM 1. Financial Statements LAM RESEARCH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 Revenue $ 3,869,569 $ 4,060,416 $ 14,221,259 $ 12,591,485 Cost of goods sold 2,197,237 2,243,791 7,835,743 6,820,190 Restructuring charges, net - cost of goods sold 66,720 — 66,720 — Total cost of goods sold 2,263,957 2,243,791 7,902,463 6,820,190 Gross margin 1,605,612 1,816,625 6,318,796 5,771,295 Research and development 429,451 407,120 1,325,211 1,193,091 Selling, general, and administrative 193,500 217,408 632,922 675,735 Restructuring charges, net - operating expenses 40,408 — 40,408 — Total operating expenses 663,359 624,528 1,998,541 1,868,826 Operating income 942,253 1,192,097 4,320,255 3,902,469 Other income (expense), net ( 3,331 ) ( 57,402 ) ( 74,660 ) ( 68,260 ) Income before income taxes 938,922 1,134,695 4,245,595 3,834,209 Income tax expense ( 124,914 ) ( 112,917 ) ( 537,201 ) ( 437,857 ) Net income $ 814,008 $ 1,021,778 $ 3,708,394 $ 3,396,352 Net income per share: Basic $ 6.03 $ 7.34 $ 27.28 $ 24.17 Diluted $ 6.01 $ 7.30 $ 27.20 $ 24.02 Number of shares used in per share calculations: Basic 134,924 139,229 135,945 140,534 Diluted 135,395 140,057 136,314 141,400 See Notes to Condensed Consolidated Financial Statements Lam Research Corporation 2023 Q3 10-Q 3 Table of Contents LAM RESEARCH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) (unaudited) Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 Net income $ 814,008 $ 1,021,778 $ 3,708,394 $ 3,396,352 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 3,727 ( 14,958 ) 11,588 ( 28,810 ) Cash flow hedges: Net unrealized (losses) gains during the period ( 3,320 ) 12,506 ( 3,135 ) 16,293 Net losses (gains) reclassified into net income 2,546 ( 5,759 ) ( 5,478 ) ( 17,205 ) ( 774 ) 6,747 ( 8,613 ) ( 912 ) Available-for-sale investments: Net unrealized gains (losses) during the period 652 ( 1,333 ) 1,222 ( 4,523 ) Net (gains) losses reclassified into net income ( 105 ) ( 34 ) ( 158 ) 1,456 547 ( 1,367 ) 1,064 ( 3,067 ) Defined benefit plans, net change in unrealized component 276 58 848 ( 749 ) Other comprehensive income (loss), net of tax 3,776 ( 9,520 ) 4,887 ( 33,538 ) Comprehensive income $ 817,784 $ 1,012,258 $ 3,713,281 $ 3,362,814 See Notes to Condensed Consolidated Financial Statements Lam Research Corporation 2023 Q3 10-Q 4 Table of Contents LAM RESEARCH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) March 26, 2023 June 26, 2022 (unaudited) (1) ASSETS Cash and cash equivalents $ 5,305,648 $ 3,522,001 Investments 63,849 135,731 Accounts receivable, less allowance of $ 5,359 as of March 26, 2023, and $ 5,606 as of June 26, 2022 3,262,140 4,313,818 Inventories 4,881,935 3,966,294 Prepaid expenses and other current assets 216,455 347,391 Total current assets 13,730,027 12,285,235 Property and equipment, net 1,855,117 1,647,587 Restricted cash and investments 250,688 251,534 Goodwill 1,622,172 1,515,113 Intangible assets, net 179,647 101,850 Other assets 1,605,710 1,394,313 Total assets $ 19,243,361 $ 17,195,632 LIABILITIES AND STOCKHOLDERS’ EQUITY Trade accounts payable $ 601,930 $ 1,011,208 Accrued expenses and other current liabilities 1,990,147 1,974,272 Deferred profit 1,840,795 1,571,898 Current portion of long-term debt and finance lease obligations 8,457 7,381 Total current liabilities 4,441,329 4,564,759 Long-term debt and finance lease obligations, less current portion 4,996,920 4,998,449 Income taxes payable 885,348 931,117 Other long-term liabilities 512,376 422,941 Total liabilities 10,835,973 10,917,266 Commitments and contingencies Stockholders’ equity: Preferred stock, at par value of $ 0.001 per share; authorized, 5,000 shares, none outstanding — — Common stock, at par value of $ 0.001 per share; authorized, 400,000 shares as of March 26, 2023 and June 26, 2022; issued and outstanding, 134,692 shares as of March 26, 2023, and 136,975 shares as of June 26, 2022 135 137 Additional paid-in capital 7,680,059 7,414,916 Treasury stock, at cost; 159,940 shares as of March 26, 2023, and 157,087 shares as of June 26, 2022 ( 20,627,829 ) ( 19,481,429 ) Accumulated other comprehensive loss ( 105,095 ) ( 109,982 ) Retained earnings 21,460,118 18,454,724 Total stockholders’ equity 8,407,388 6,278,366 Total liabilities and stockholders’ equity $ 19,243,361 $ 17,195,632 (1) Derived from audited financial statements See Notes to Condensed Consolidated Financial Statements Lam Research Corporation 2023 Q3 10-Q 5 Table of Contents LAM RESEARCH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine Months Ended March 26, 2023 March 27, 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,708,394 $ 3,396,352 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 252,828 245,807 Deferred income taxes ( 133,101 ) ( 83,451 ) Equity-based compensation expense 218,105 189,476 Other, net 11,537 ( 78,325 ) Changes in operating assets and liabilities ( 1,550 ) ( 1,014,119 ) Net cash provided by operating activities 4,056,213 2,655,740 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures and intangible assets ( 422,898 ) ( 420,288 ) Business acquisitions, net of cash acquired ( 119,955 ) — Purchases of available-for-sale securities — ( 567,819 ) Proceeds from maturities of available-for-sales securities 65,015 167,123 Proceeds from sales of available-for-sale securities 6,837 1,543,094 Other, net ( 8,381 ) ( 33,898 ) Net cash (used for) provided by investing activities ( 479,382 ) 688,212 CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on debt ( 21,145 ) ( 9,857 ) Treasury stock purchases ( 1,147,998 ) ( 2,989,574 ) Dividends paid ( 675,572 ) ( 607,234 ) Reissuance of treasury stock related to employee stock purchase plan 44,996 46,380 Proceeds from issuance of common stock 7,673 4,685 Other, net ( 635 ) 197 Net cash used for financing activities ( 1,792,681 ) ( 3,555,403 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 1,349 ) ( 13,544 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 1,782,801 ( 224,995 ) Cash, cash equivalents, and restricted cash at beginning of period 3,773,535 4,670,750 Cash, cash equivalents, and restricted cash at end of period $ 5,556,336 $ 4,445,755 Schedule of non-cash transactions: Accrued payables for stock repurchases $ 4,081 $ 4,624 Accrued payables for capital expenditures 38,225 57,930 Dividends payable 233,043 208,057 Transfers of finished goods inventory to property and equipment 64,932 62,116 Reconciliation of cash, cash equivalents, and restricted cash March 26, 2023 March 27, 2022 Cash and cash equivalents $ 5,305,648 $ 4,194,719 Restricted cash and cash equivalents 250,688 251,036 Total cash, cash equivalents, and restricted cash $ 5,556,336 $ 4,445,755 See Notes to Condensed Consolidated Financial Statements Lam Research Corporation 2023 Q3 10-Q 6 Table of Contents LAM RESEARCH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) (unaudited) Three Months Ended March 26, 2023 Common Stock Shares Common Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Total Balance at December 25, 2022 135,403 $ 135 $ 7,606,149 $ ( 20,071,931 ) $ ( 108,871 ) $ 20,879,153 $ 8,304,635 Issuance of common stock 454 1 ( 1 ) — — — — Purchase of treasury stock ( 1,165 ) ( 1 ) — ( 555,898 ) — — ( 555,899 ) Equity-based compensation expense — — 73,911 — — — 73,911 Net income — — — — — 814,008 814,008 Other comprehensive income — — — — 3,776 — 3,776 Cash dividends declared ($ 1.725 per common share) — — — — — ( 233,043 ) ( 233,043 ) Balance at March 26, 2023 134,692 $ 135 $ 7,680,059 $ ( 20,627,829 ) $ ( 105,095 ) $ 21,460,118 $ 8,407,388 Nine Months Ended March 26, 2023 Common Stock Shares Common Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Total Balance at June 26, 2022 136,975 $ 137 $ 7,414,916 $ ( 19,481,429 ) $ ( 109,982 ) $ 18,454,724 $ 6,278,366 Issuance of common stock 570 1 7,672 — — — 7,673 Purchase of treasury stock ( 2,984 ) ( 3 ) — ( 1,152,030 ) — — ( 1,152,033 ) Reissuance of treasury stock 131 — 39,366 5,630 — — 44,996 Equity-based compensation expense — — 218,105 — — — 218,105 Net income — — — — — 3,708,394 3,708,394 Other comprehensive income — — — — 4,887 — 4,887 Cash dividends declared ($ 5.175 per common share) — — — — — ( 703,000 ) ( 703,000 ) Balance at March 26, 2023 134,692 $ 135 $ 7,680,059 $ ( 20,627,829 ) $ ( 105,095 ) $ 21,460,118 $ 8,407,388 See Notes to Condensed Consolidated Financial Statements Lam Research Corporation 2023 Q3 10-Q 7 Table of Contents Three Months Ended March 27, 2022 Common Stock Shares Common Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Total Balance at December 26, 2021 140,275 $ 140 $ 7,220,359 $ ( 17,294,255 ) $ ( 88,146 ) $ 16,637,683 $ 6,475,781 Issuance of common stock 664 1 491 — — — 492 Purchase of treasury stock ( 2,232 ) ( 2 ) — ( 1,322,525 ) — — ( 1,322,527 ) Equity-based compensation expense — — 68,543 — — — 68,543 Net income — — — — — 1,021,778 1,021,778 Other comprehensive loss — — — — ( 9,520 ) — ( 9,520 ) Cash dividends declared ($ 1.50 per common share) — — — — — ( 208,057 ) ( 208,057 ) Balance at March 27, 2022 138,707 $ 139 $ 7,289,393 $ ( 18,616,780 ) $ ( 97,666 ) $ 17,451,404 $ 6,026,490 Nine Months Ended March 27, 2022 Common Stock Shares Common Stock Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Total Balance at June 27, 2021 142,501 $ 143 $ 7,052,962 $ ( 15,646,701 ) $ ( 64,128 ) $ 14,684,912 $ 6,027,188 Issuance of common stock 763 1 4,684 — — — 4,685 Purchase of treasury stock ( 4,654 ) ( 5 ) — ( 2,974,188 ) — — ( 2,974,193 ) Reissuance of treasury stock 97 — 42,271 4,109 — — 46,380 Equity-based compensation expense — — 189,476 — — — 189,476 Net income — — — — — 3,396,352 3,396,352 Other comprehensive loss — — — — ( 33,538 ) — ( 33,538 ) Cash dividends declared ($ 4.50 per common share) — — — — — ( 629,860 ) ( 629,860 ) Balance at March 27, 2022 138,707 $ 139 $ 7,289,393 $ ( 18,616,780 ) $ ( 97,666 ) $ 17,451,404 $ 6,026,490 See Notes to Condensed Consolidated Financial Statements Lam Research Corporation 2023 Q3 10-Q 8 Table of Contents LAM RESEARCH CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 26, 2023 (Unaudited) NOTE 1 — BASIS OF PRESENTATION The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of Lam Research Corporation (“Lam Research” or the “Company”) for the fiscal year ended June 26, 2022, which are included in the Company’s Annual Report on Form 10-K as of and for the year ended June 26, 2022 (the “2022 Form 10-K”). The Company’s reports on Form 10-K, Form 10-Q and Form 8-K are available online at the Securities and Exchange Commission website on the Internet. The address of that site is www.sec.gov . The Company also posts its reports on Form 10-K, Form 10-Q and Form 8-K on its corporate website at https://investor.lamresearch.com . The content on any website referred to in this Form 10-Q is not a part of or incorporated by reference in this Form 10-Q unless expressly noted. The condensed consolidated financial statements include the accounts of Lam Research and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s reporting period is a 52/53-week fiscal year. The Company’s current fiscal year will end June 25, 2023 and includes 52 weeks. The quarters ended March 26, 2023 (the “March 2023 quarter”) and March 27, 2022 included 13 weeks. NOTE 2 — RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted or Effective In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides temporary optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848),” which permits entities to apply optional expedients in Topic 848 to derivative instruments modified because of discounting transition resulting from reference rate reform. In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” extending the relief offered in this series of ASUs through December 31, 2024. In December 2022, the Company executed Amendment No. 1 To Second Amended and Restated Credit Agreement, the primary purpose of which was to change the reference rate for borrowings under the Credit Agreement by replacing LIBOR with the Secured Overnight Financing Rate (“SOFR”). The Company applied practical expedients provided in Topic 848 allowing for the changes in contractual terms to be accounted for prospectively. These modifications had no significant impact on our financial statements. Refer to Note 12 - Long-term debt and other borrowings for further information regarding the terms of the Credit Agreement. In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities (e.g., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers” as if the acquirer had originated the contracts. The guidance is applied prospectively to acquisitions occurring on or after the effective date. The Company early adopted ASU No. 2021-08 during the quarter ended December 25, 2022. The adoption of the new standard did not have a material impact on the Company’s Condensed Consolidated financial statements. Updates Not Yet Effective There are no new accounting pronouncements not yet adopted or effective that are expected to have a material impact on the Company’s Condensed Consolidated Financial Statements. Lam Research Corporation 2023 Q3 10-Q 9 Table of Contents NOTE 3 — REVENUE Deferred Revenue Revenue of $ 149.1 million and $ 1,881.8 million included in deferred profit at June 26, 2022 was recognized during the three and nine months ended March 26, 2023, respectively. The following table summarizes the transaction price for contracts that have not yet been recognized as revenue as of March 26, 2023 and when the Company expects to recognize the amounts as revenue: Less than 1 Year 1-3 Years More than 3 Years Total (In thousands) Deferred revenue $ 1,731,567 $ 243,733 (1) $ 27,444 (1) $ 2,002,744 (1) This amount is reported in Deferred profit on the Company's Condensed Consolidated Balance Sheets as the customers can demand the liability to be performed at any time. Disaggregation of Revenue The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment. The Company’s material operating segments qualify for aggregation due to their customer base and similarities in economic characteristics, nature of products and services, and processes for procurement, manufacturing, and distribution. The Company operates in seven geographic regions: United States, China, Europe, Japan, Korea, Southeast Asia, and Taiwan. For geographical reporting, revenue is attributed to the geographic location in which the customers’ facilities are located. The Company serves three primary markets: memory, foundry, and logic/integrated device manufacturing. The following table presents the Company’s revenues disaggregated between system and its customer support-related revenue: Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 (In thousands) System revenue $ 2,256,033 $ 2,650,842 $ 8,985,538 $ 8,315,898 Customer support-related revenue and other 1,613,536 1,409,574 5,235,721 4,275,587 $ 3,869,569 $ 4,060,416 $ 14,221,259 $ 12,591,485 System revenue includes sales of new leading-edge equipment in deposition, etch and clean markets. Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant product line. The following table presents the Company’s revenues disaggregated by geographic region: Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 (In thousands) Korea $ 847,728 $ 961,300 $ 2,780,158 $ 2,947,657 China 839,710 1,277,502 3,633,692 3,966,185 Taiwan 713,708 663,494 2,825,827 2,074,681 United States 594,426 309,161 1,402,641 782,170 Japan 406,219 342,329 1,440,857 1,324,996 Europe 311,843 128,149 912,249 387,685 Southeast Asia 155,935 378,481 1,225,835 1,108,111 $ 3,869,569 $ 4,060,416 $ 14,221,259 $ 12,591,485 Lam Research Corporation 2023 Q3 10-Q 10 Table of Contents The following table presents the percentages of leading- and non-leading-edge equipment and upgrade revenue to each of the primary markets the Company serves: Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 Memory 32 % 66 % 46 % 62 % Foundry 46 % 21 % 18 % 26 % Logic/integrated device manufacturing 22 % 13 % 36 % 12 % NOTE 4 — EQUITY-BASED COMPENSATION PLANS The Lam Research Corporation 2015 Stock Incentive Plan, as amended, provides for the grant of non-qualified equity-based awards of the Company’s Common Stock to eligible employees and non-employee directors, including stock options, restricted stock units (“RSUs”), and market-based performance RSUs (“market-based PRSUs”). An option is a right to purchase Common Stock at a set price. An RSU award is an agreement to issue a set number of shares of Common Stock at the time of vesting. The Company’s market-based PRSUs contain both a market condition and a service condition. The Company’s option, RSU, and market-based PRSU awards typically vest over a period of three years . The Company also has an employee stock purchase plan that allows employees to purchase its Common Stock at a discount through payroll deductions. The Company recognized the following equity-based compensation expense (including expense related to the employee stock purchase plan) and related income tax benefit in the Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 (in thousands) Equity-based compensation expense $ 73,911 $ 68,543 $ 218,105 $ 189,476 Income tax benefit recognized related to equity-based compensation expense $ 12,045 $ 23,933 $ 32,249 $ 41,155 NOTE 5 — OTHER INCOME (EXPENSE), NET The significant components of other income (expense), net, are as follows: Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 (in thousands) Interest income $ 41,974 $ 1,938 $ 83,155 $ 8,988 Interest expense ( 47,217 ) ( 46,710 ) ( 139,930 ) ( 138,531 ) Gains (losses) on deferred compensation plan-related assets, net 5,443 ( 13,118 ) 3,588 ( 5,737 ) Foreign exchange (losses) gains, net ( 5,519 ) 943 ( 8,812 ) 1,657 Other, net 1,988 ( 455 ) ( 12,661 ) 65,363 $ ( 3,331 ) $ ( 57,402 ) $ ( 74,660 ) $ ( 68,260 ) Other, net includes an unrealized gain totaling $ 63.6 million associated with an equity investee that became publicly traded during the nine months ended March 27, 2022. Refer to Note 8 - Financial Instruments for additional information regarding the Company’s investments. Lam Research Corporation 2023 Q3 10-Q 11 Table of Contents NOTE 6 — INCOME TAX EXPENSE The Company’s provision for income taxes and effective tax rate are as follows: Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 (in thousands, except percentages) Income tax expense $ 124,914 $ 112,917 $ 537,201 $ 437,857 Effective tax rate 13.3 % 10.0 % 12.7 % 11.4 % The difference between the U.S. federal statutory tax rate of 21% and the Company’s effective tax rate for the three and nine months ended March 26, 2023 and March 27, 2022 was primarily due to income in lower tax jurisdictions. The Internal Revenue Service (“IRS”) has examined the Company’s U.S. federal income tax return for the fiscal year ended June 24, 2018. As of September 25, 2022, the IRS has proposed adjustments resulting in a tax liability increase of approximately $ 50.0 million, which was previously reserved. The Company has agreed to pay the amount and has made a partial cash settlement in the September quarter with the remaining settlement expected to be paid based on the IRS requirements. The IRS is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, and June 28, 2020. As of March 26, 2023, no adjustments have been proposed by the IRS. The Company is unable to make a reasonable estimate as to when cash settlements, if any, with the IRS will occur. The Company is in various stages of examinations in connection with all of its tax audits worldwide, and it is difficult to determine when these examinations will be settled. It is reasonably possible that over the next 12-month period the Company may experience an increase or decrease in its uncertain tax positions as a result of tax examinations or lapses of statutes of limitation. The change in uncertain tax positions as a result of lapses of statutes of limitation may range up to $ 18.3 million. NOTE 7 — NET INCOME PER SHARE Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the treasury stock method, for dilutive stock options, restricted stock units, and convertible notes. The following table reconciles the inputs to the basic and diluted computations for net income per share. Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 (in thousands, except per share data) Numerator: Net income $ 814,008 $ 1,021,778 $ 3,708,394 $ 3,396,352 Denominator: Basic average shares outstanding 134,924 139,229 135,945 140,534 Effect of potential dilutive securities: Employee stock plans 471 828 369 866 Diluted average shares outstanding 135,395 140,057 136,314 141,400 Net income per share - basic $ 6.03 $ 7.34 $ 27.28 $ 24.17 Net income per share - diluted $ 6.01 $ 7.30 $ 27.20 $ 24.02 For purposes of computing diluted net income per share, weighted-average common shares do not include potentially dilutive securities that are anti-dilutive under the treasury stock method. The impact from potentially dilutive securities, including options and RSUs, was not material for the three and nine months ended March 26, 2023 and March 27, 2022. Lam Research Corporation 2023 Q3 10-Q 12 Table of Contents NOTE 8 — FINANCIAL INSTRUMENTS The Company maintains an investment portfolio of various holdings, types, and maturities. The Company’s mutual funds, which are related to the Company’s obligations under the deferred compensation plan, are classified as trading securities. Investments classified as trading securities are recorded at fair value based upon quoted market prices. Differences between the cost and fair value of trading securities are recognized as other income (expense), net in the Condensed Consolidated Statements of Operations. All of the Company’s debt securities are classified as available-for-sale and consequently are recorded in the Condensed Consolidated Balance Sheets at fair value with unrealized gains or losses associated with market valuation changes, unrelated to credit losses, reported as a separate component of accumulated other comprehensive income (loss), net of tax; and credit losses, if any, recognized as other income (expense), net in the Condensed Consolidated Statements of Operations. The Company periodically invests in equity securities. For equity investments that do not have a readily determinable fair value, the Company records them using either 1) the measurement alternative which measures the equity investments at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes; or 2) the equity method whereby the Company recognizes its proportional share of the income or loss from the equity method investment on a one-quarter lag. The equity method is utilized when the Company does not have the ability to control the investee but is deemed to have the ability to exercise significant influence over the investee’s operating or financial policies. For equity investments that have a readily determinable fair value, the Company records them at fair market value on a recurring basis based upon quoted market prices. Realized and unrealized gains and losses resulting from application of the measurement alternative, the impact of the application of the equity method to the Company’s equity investments, and recognition of changes in fair market value, as applicable, are recognized as other income (expense), net in the Condensed Consolidated Statements of Operations. Fair Value The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. The level of an asset or liability in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities with sufficient volume and frequency of transactions. Level 2: Valuations based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active for identical assets or liabilities, or model-derived valuations techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities and based on non-binding, broker-provided price quotes and may not have been corroborated by observable market data. The Company engages with pricing vendors to provide fair values for a majority of its Level 1 and Level 2 investments. The vendors provide either a quoted market price or use observable inputs without applying significant adjustments in their pricing. Significant observable inputs include interest rates and yield curves observable at commonly quoted intervals, volatility and credit risks. The fair value of derivative contracts is determined using observable market inputs such as the foreign currency rates, forward rate curves, currency volatility and interest rates and considers nonperformance risk of the Company and its counterparties. The Company’s primary financial instruments include its cash, cash equivalents, investments, restricted cash and investments, long-term investments, accounts receivable, accounts payable, long-term debt and leases, and foreign currency related derivative instruments. The estimated fair value of cash, time deposits, accounts receivable, and accounts payable approximates their carrying value due to the short period of time to their maturities. The estimated fair values of lease obligations approximate their carrying value as the majority of these obligations have interest rates that adjust to market rates on a periodic basis. The fair value of the Company’s senior notes is based on the quoted price (level 2); the fair value of the Company's senior notes have not changed materially to that disclosed in Note 14, “Long Term Debt and Other Borrowings,” to the Company’s Consolidated Financial Statements in Part II, Item 8 of our 2022 Form 10-K. Equity Investments measured at fair value on a non-recurring basis As of March 26, 2023, and June 26, 2022, equity investments of $ 128.9 million and $ 125.2 million, respectively, were reported in other assets in the Condensed Consolidated Balance Sheets. Lam Research Corporation 2023 Q3 10-Q 13 Table of Contents With the exception of one equity investee that became publicly traded during the nine months ended March 27, 2022, net gains resulting from the application of the measurement alternative to the Company’s equity investments were immaterial for the three and nine months ended March 26, 2023, and March 27, 2022. Refer to Note 5 - Other Income (Expense), net for additional information regarding the gain associated with an equity investee that became publicly traded in the nine months ended March 27, 2022. Debt and Equity Investments measured at fair value on a recurring basis The following tables set forth the Company’s cash, cash equivalents, investments, restricted cash and investments, and other assets measured at fair value on a recurring basis as of March 26, 2023, and June 26, 2022: March 26, 2023 (Reported Within) Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and Cash Equivalents Investments Restricted Cash & Investments Other Assets (in thousands) Level 1: Money market funds $ 2,534,717 $ — $ — $ 2,534,717 $ 2,534,717 $ — $ — $ — Mutual funds 87,004 9,710 ( 2,234 ) 94,480 — — — 94,480 Level 1 Total 2,621,721 9,710 ( 2,234 ) 2,629,197 2,534,717 — — 94,480 Level 2: Corporate notes and bonds 64,593 — ( 744 ) 63,849 — 63,849 — — Level 2 Total 64,593 — ( 744 ) 63,849 — 63,849 — — Total subject to fair value hierarchy $ 2,686,314 $ 9,710 $ ( 2,978 ) $ 2,693,046 Cash $ 1,414,563 $ 1,411,064 $ — $ 661 $ 2,838 Time deposits 1,609,894 1,359,867 — 250,027 — Total $ 5,717,503 $ 5,305,648 $ 63,849 $ 250,688 $ 97,318 June 26, 2022 (Reported Within) Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and Cash Equivalents Investments Restricted Cash & Investments Other Assets (in thousands) Level 1: Money market funds $ 712,076 $ — $ — $ 712,076 $ 712,076 $ — $ — $ — Mutual funds 84,851 12,027 ( 1,659 ) 95,219 — — — 95,219 Level 1 Total 796,927 12,027 ( 1,659 ) 807,295 712,076 — — 95,219 Level 2: Corporate notes and bonds 137,859 — ( 2,128 ) 135,731 — 135,731 — — Level 2 Total 137,859 — ( 2,128 ) 135,731 — 135,731 — — Total subject to fair value hierarchy $ 934,786 $ 12,027 $ ( 3,787 ) $ 943,026 Cash $ 1,017,253 $ 1,015,747 $ — $ 1,506 $ — Time deposits 2,044,206 1,794,178 — 250,028 — Total $ 4,004,485 $ 3,522,001 $ 135,731 $ 251,534 $ 95,219 The Company accounts for its investment portfolio at fair value. Realized gains (losses) for investment sales are specifically identified. Management assesses the fair value of investments in debt securities that are not actively traded through consideration of interest rates and their impact on the present value of the cash flows to be received from the investments. The Company evaluates its investments with fair value less than amortized cost by first considering whether the Company has the intent to sell the security or whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. In either such situation, the difference between fair value and amortized cost is recognized as a loss in the income statement. Where such sales are not likely to occur, the Company considers whether a portion of the loss is the result of a credit loss. To the extent such losses are the result of credit losses, those amounts are recognized in the income statement. All other differences between fair value and amortized cost are recognized in other comprehensive income. No such losses were recognized through the income statement during the three and nine months ended March 26, 2023 and March 27, 2022. Lam Research Corporation 2023 Q3 10-Q 14 Table of Contents Gross realized gains/(losses) from sales of investments were insignificant in the three and nine months ended March 26, 2023 and March 27, 2022. The following is an analysis of the Company’s investments in unrealized loss positions: March 26, 2023 Unrealized Losses Less than 12 Months Unrealized Losses 12 Months or Greater Total Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss (in thousands) Mutual funds $ 11,634 $ ( 922 ) $ 15,332 $ ( 1,312 ) $ 26,966 $ ( 2,234 ) Corporate notes and bonds 16,838 ( 88 ) 46,560 ( 656 ) 63,398 ( 744 ) $ 28,472 $ ( 1,010 ) $ 61,892 $ ( 1,968 ) $ 90,364 $ ( 2,978 ) The amortized cost and fair value of cash equivalents, investments, and restricted investments with contractual maturities are as follows as of March 26, 2023: Cost Fair Value (in thousands) Due in one year or less $ 4,200,733 $ 4,200,066 Due after one year through five years 8,471 8,394 $ 4,209,204 $ 4,208,460 The Company has the ability, if necessary, to liquidate its investments in order to meet the Company’s liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than 12 months from the date of purchase nonetheless are classified as short-term on the accompanying Condensed Consolidated Balance Sheets. Derivative Instruments and Hedging The Company’s hedging strategies and policies are unchanged from those disclosed in Note 9, “Financial Instruments,” to our Consolidated Financial Statements in Part II, Item 8 of our 2022 Form 10-K. The financial statement impacts from derivative instruments and hedging activities were not material as of and for the three and nine months ended March 26, 2023 and March 27, 2022. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, restricted cash and investments, trade accounts receivable, and derivative financial instruments used in hedging activities. Cash is placed on deposit at large, global financial institutions. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold the Company’s cash are creditworthy and, accordingly, minimal credit risk exists with respect to these balances. The Company’s overall portfolio of available-for-sale securities must maintain an average minimum rating of “AA-” or “Aa3” as rated by Standard and Poor’s, Fitch Ratings, or Moody’s Investor Services. To ensure diversification and minimize concentration, the Company’s policy limits the amount of credit exposure with any one financial institution or commercial issuer. The Company is exposed to credit losses in the event of nonperformance by counterparties on foreign currency and interest rate hedge contracts that are used to mitigate the effect of exchange rate and interest rate fluctuations, and on contracts related to structured share repurchase arrangements. These counterparties are large global financial institutions, and, to date, no such counterparty has failed to meet its financial obligations to the Company. Credit risk evaluations, including trade references, bank references, and Dun & Bradstreet ratings, are performed on all new customers and the Company monitors its customers’ financial condition and payment performance. In general, the Company does not require collateral on sales. Lam Research Corporation 2023 Q3 10-Q 15 Table of Contents NOTE 9 — INVENTORIES Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. System shipments to customers in Japan, for which title does not transfer until customer acceptance, are classified as finished goods inventory and carried at cost until title transfers. Inventories consist of the following: March 26, 2023 June 26, 2022 (in thousands) Raw materials $ 3,219,721 $ 2,401,490 Work-in-process 396,415 471,348 Finished goods 1,265,799 1,093,456 $ 4,881,935 $ 3,966,294 NOTE 10 — GOODWILL AND INTANGIBLE ASSETS Goodwill The balance of goodwill is approximately $ 1.6 billion and $ 1.5 billion as of March 26, 2023 and June 26, 2022, respectively. As of March 26, 2023 and June 26, 2022, $ 62.0 million of the goodwill balance is tax deductible and the remaining balance is not tax deductible due to purchase accounting and applicable foreign law. Refer to Note 17 - Business Combinations for additional information regarding the Company’s goodwill balance. Intangible Assets The following table provides the Company’s intangible assets, other than goodwill: March 26, 2023 June 26, 2022 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Customer relationships $ 644,083 $ ( 630,262 ) $ 13,821 $ 633,252 $ ( 627,376 ) $ 5,876 Existing technology 717,210 ( 671,335 ) 45,875 676,924 ( 664,278 ) 12,646 Patents and other intangible assets 197,612 ( 107,742 ) 89,870 167,821 ( 84,493 ) 83,328 Intangible assets subject to amortization 1,558,905 ( 1,409,339 ) 149,566 1,477,997 ( 1,376,147 ) 101,850 In process research and development 30,081 — 30,081 — — — Total intangible assets $ 1,588,986 $ ( 1,409,339 ) $ 179,647 $ 1,477,997 $ ( 1,376,147 ) $ 101,850 The Company recognized $ 13.8 million and $ 20.4 million in intangible asset amortization expense during the three months ended March 26, 2023 and March 27, 2022, respectively. The Company recognized $ 37.4 million and $ 58.9 million in intangible asset amortization expense during the nine months ended March 26, 2023 and March 27, 2022, respectively. The estimated future amortization expense of intangible assets as of March 26, 2023, is reflected in the table below. The table excludes $ 20.7 million of capitalized costs for internal-use software, included in Patents and other intangible assets in the table above, that have not been placed into service. Fiscal Year Amount (in thousands) 2023 (remaining 3 months) $ 13,014 2024 40,799 2025 26,696 2026 16,575 2027 12,262 Thereafter 19,570 $ 128,916 Refer to Note 17 - Business Combinations for additional information regarding the Company’s intangible assets. Lam Research Corporation 2023 Q3 10-Q 16 Table of Contents NOTE 11 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: March 26, 2023 June 26, 2022 (in thousands) Accrued compensation $ 433,643 $ 481,070 Warranty reserves 277,183 232,248 Income and other taxes payable 383,610 465,601 Dividend payable 233,043 205,615 Restructuring 75,257 — Other 587,411 589,738 $ 1,990,147 $ 1,974,272 NOTE 12 — LONG-TERM DEBT AND OTHER BORROWINGS Revolving Credit Facility On March 12, 2014, the Company established an unsecured Credit Agreement. This agreement was amended on November 10, 2015 (the “Amended and Restated Credit Agreement”), October 13, 2017 (the “2nd Amendment”), February 25, 2019 (the “3rd Amendment”), June 17, 2021 (the “Second Amended and Restated Credit Agreement”), and December 7, 2022 (“Amendment No.1 to Second Amended and Restated Credit Agreement”). The Amendment No.1 To Second Amended and Restated Credit Agreement replaces the benchmark reference rate, LIBOR, with term SOFR equal to the term rate determined by the CME term SOFR administrator plus 0.10 % (“adjusted term SOFR”), with no change to the amount or timing of contractual cash flows. Interest on amounts borrowed under the credit facility is, at the Company’s option, based on (1) a base rate, defined as the greatest of (a) prime rate, (b) Federal Funds rate plus 0.5 %, or (c) adjusted term SOFR plus 1.0 %, plus a spread of 0.00 % to 0.30 %, or (2) adjusted term SOFR, plus a spread of 0.805 % to 1.30 %, in each case plus a facility fee, with such spread and facility fee determined based on the rating of the Company’s non-credit enhanced, senior unsecured long-term debt. Such spreads and such facility fees are further subject to sustainability adjustments as described in the Amendment No.1 To Second Amended and Restated Credit Agreement, in each case based on the Company’s performance of certain energy savings and health and safety standards metrics. As of March 26, 2023, the Company had no borrowings outstanding under the credit facility and was in compliance with all financial covenants. NOTE 13 — LEASES The Company leases certain office spaces, manufacturing and warehouse spaces, equipment, and vehicles. While the majority of the Company’s lease arrangements are operating leases, the Company has certain leases that qualify as finance leases. Selected Leases and Related Guarantees The Company leases the majority of its administrative, research and development and manufacturing facilities, regional sales/service offices, and certain equipment under non-cancelable leases. Certain of the Company’s facility leases for buildings located at its Fremont, California headquarters, Tualatin, Oregon campus, and certain other facility leases provide the Company with options to extend the leases for additional periods or to purchase the facilities. Certain of the Company’s facility leases provide for periodic rent increases based on the general rate of inflation. The Company has finance leases for certain improved properties in Fremont and Livermore, California (the “California Facility Leases”). The Company is required to maintain cash collateral in an aggregate of approximately $ 250.0 million in separate interest-bearing accounts as security for the Company’s obligations. These amounts are recorded with other restricted cash and investments in the Company’s Condensed Consolidated Balance Sheet as of March 26, 2023. During the seven-year term of the California Facility Leases and when the terms of the California Facility Leases expire, the property subject to the California Facility Leases may be re-marketed. The Company has guaranteed to the lessor that each property will have a certain minimum residual value. The aggregate maximum guarantee made by the Company under the California Facility Leases is $ 298.4 million. NOTE 14 — COMMITMENTS AND CONTINGENCIES Refer to Note 13 - Leases for details regarding guarantees surrounding selected leases. Lam Research Corporation 2023 Q3 10-Q 17 Table of Contents Other Guarantees The Company has issued certain indemnifications to its lessors for taxes and general liability under some of its agreements. The Company has entered into insurance contracts that are intended to limit its exposure to such indemnifications. As of March 26, 2023, the Company had not recorded any liability on its Condensed Consolidated Financial Statements in connection with these indemnifications, as it does not believe that it is probable that any material amounts will be paid under these guarantees. Generally, the Company indemnifies, under pre-determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company’s products or services. The Company seeks to limit its liability for such indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification obligations. The Company does not believe that it is probable that any material amounts will be paid under these guarantees. The Company provides guarantees and standby letters of credit to certain parties as required for certain transactions initiated during the ordinary course of business. As of March 26, 2023, the maximum potential amount of future payments that the Company could be required to make under these arrangements and letters of credit was $ 99.6 million. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid. In addition, the Company has entered into indemnification agreements with its directors, officers, and certain other employees, consistent with its Bylaws and Certificate of Incorporation; and under local law, the Company may be required to provide indemnification to its employees for actions within the scope of their employment. Although the Company maintains insurance contracts that cover some of the potential liability associated with these indemnification agreements, there is no guarantee that all such liabilities will be covered. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under such indemnification agreements or statutory obligations. Warranties The Company provides standard warranties on its systems. The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements. As of March 26, 2023, warranty reserves totaling $ 35.6 million were recognized in other long-term liabilities, the remainder were included in accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets. Changes in the Company’s product warranty reserves were as follows: Three Months Ended Nine Months Ended March 26, 2023 March 27, 2022 March 26, 2023 March 27, 2022 (in thousands) Balance at beginning of period $ 318,969 $ 228,388 $ 256,258 $ 191,758 Warranties issued during the period 54,158 71,707 225,735 213,816 Settlements made during the period ( 60,440 ) ( 71,957 ) ( 187,174 ) ( 200,375 ) Changes in liability for warranties issued during the period ( 942 ) — 999 — Changes in liability for pre-existing warranties 1,087 12,190 17,014 35,129 Balance at end of period $ 312,832 $ 240,328 $ 312,832 $ 240,328 Legal Proceedings While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. Based on current information, the Company does not believe that a material loss from known matters is probable and therefore has not recorded an accrual of any material amount for litigation or other contingencies related to existing legal proceedings. Lam Research Corporation 2023 Q3 10-Q 18 Table of Contents NOTE 15 — STOCK REPURCHASE PROGRAM In May 2022, the Board of Directors authorized the Company to repurchase up to an additional $ 5.0 billion of Common Stock; this authorization supplements the remaining balances from any prior authorizations. 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. Repurchases under the repurchase program were as follows during the periods indicated: Period Total Number of Shares Repurchased Total Cost of Repurchase Average Price Paid Per Share (1) Amount Available Under Repurchase Program (3) (in thousands, except per share data) Available balance as of June 26, 2022 $ 5,514,636 Quarter ended September 25, 2022 675 (2) $ 104,982 $ 432.74 $ 5,409,654 Quarter ended December 25, 2022 1,125 $ 483,226 $ 429.42 $ 4,926,428 Quarter ended March 26, 2023 1,017 $ 483,418 (3) $ 475.18 (3) $ 4,443,010 (1) Average price paid per share excludes the effect of accelerated share repurchase activities. See additional disclosure below regarding the Company’s accelerated share repurchase activity during the nine months ended March 26, 2023. (2) Includes shares received at final settlement of accelerated share repurchase agreements; see additional disclosures below regarding the Company’s accelerated share repurchase activity during the nine months ended March 26, 2023. (3) As of January 1, 2023, the Company’s net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred reduces the amount available under the repurchase program, as applicable, and is included in the cost of share repurchased in the Condensed Consolidated Statement of Stockholders’ Equity. In addition to the shares repurchased under the Board-authorized repurchase program shown above, during the three and nine months ended March 26, 2023, the Company acquired 148 thousand shares at a total cost of $ 72.5 million and 167 thousand shares at a total cost of $ 80.4 million, respectively, which the Company withheld through net settlements to cover minimum tax withholding obligations upon the vesting of restricted stock unit awards granted under the Company’s equity compensation plans. The shares retained by the Company through these net share settlements are not a part of the Board-authorized repurchase program but instead are authorized under the Company’s equity compensation plan. Accelerated Share Repurchase Agreements On June 2, 2022, the Company 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. The Company 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 the Company’s 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 Q3 10-Q 19 Table of Contents NOTE 16 — ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss, net of tax at March 26, 2023, as well as the activity for the nine months ending March 26, 2023, were as follows: Accumulated Foreign Currency Translation Adjustment Accumulated Unrealized Gain or Loss on Cash flow hedges Accumulated Unrealized Holding Gain or Loss on Available-For-Sale Investments Accumulated Unrealized Components of Defined Benefit Plans Total (in thousands) Balance at June 26, 2022 $ ( 81,755 ) $ ( 12,330 ) $ ( 1,637 ) $ ( 14,260 ) $ ( 109,982 ) Other comprehensive income (loss) before reclassifications 11,588 ( 3,135 ) 1,222 848 10,523 Gains reclassified from accumulated other comprehensive loss to net income (1) — ( 5,478 ) ( 158 ) — ( 5,636 ) Net current-period other comprehensive income (loss) 11,588 ( 8,613 ) 1,064 848 4,887 Balance at March 26, 2023 $ ( 70,167 ) $ ( 20,943 ) $ ( 573 ) $ ( 13,412 ) $ ( 105,095 ) (1) Amount of after-tax gains reclassified from AOCI into net income is not material in the aggregate, or to any individual location in our Condensed Consolidated Statements of Operations. NOTE 17 — BUSINESS COMBINATIONS In November 2022, the Company completed two business combination transactions acquiring the outstanding shares of two separate private companies in cash transactions valued at $ 153.8 million as of the respective purchase dates. The Company’s preliminary assessment of acquisition date fair value of the assets acquired and liabilities assumed resulted in the recognition of $ 102.2 million of goodwill and $ 81.2 million of intangible assets; all other assets acquired and all liabilities assumed were immaterial . The preliminary fair value of net tangible liabilities assumed and intangible assets acquired was based on preliminary valuations, estimates, and assumptions which are subject to change within the measurement period (up to one year from the acquisition date). The Company expensed all associated costs, as incurred, in selling, general, and administrative expense in the Condensed Consolidated Statement of Operations for the three and nine months ended March 26, 2023. The following table is a summary of the preliminary fair value estimates of the identifiable intangible assets and their useful lives: Weighted-Average Useful Life Estimated Purchase Date Fair Value (in thousands) Existing technology 7 years $ 40,294 Customer relationships 8 years 10,835 In process research and development Indefinite 30,081 $ 81,210 NOTE 18 — RESTRUCTURING CHARGES, NET The Company records employee severance and separation costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation - Non-retirement Post-employment Benefits, as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with employees that elected to voluntarily terminate as part of the restructuring plan are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated. If applicable, the Company records such costs into operating expense over the terminated employees’ future service period beyond any minimum or legally required retention period. The majority of restructuring charges that have been incurred but not yet paid are recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Lam Research Corporation 2023 Q3 10-Q 20 Table of Contents In the three and nine months ended March 26, 2023, the Company initiated a restructuring plan designed to better align the Company’s cost structure with its outlook for the economic environment and business opportunities. Under the plan the Company terminated approximately 1,400 employees, incurring expenses related to employee severance and separation costs. Employee severance and separation costs primarily relate to severance, non-cash severance, including equity award compensation expense, pension and other termination benefits. Additionally, the Company made a strategic decision to relocate certain manufacturing activities to pre-existing facilities. During the three and nine months ended March 26, 2023, net restructuring costs of $ 66.7 million and $ 40.4 million were recorded in restructuring charges, net - cost of goods sold, and restructuring charges, net - operating expenses, respectively in the Condensed Consolidated Statements of Operations. The Company anticipates the restructuring plan to be substantially complete by December 24, 2023, and estimates that incremental restructuring charges totaling approximately $ 40 million will be incurred through the fiscal quarter ending December 24, 2023. The following table is a summary of the activity related to the restructuring plan: Severance and Benefits Other Total (in thousands) Restructuring expense $ 98,508 $ 8,620 $ 107,128 Cash payments ( 20,658 ) ( 2,967 ) ( 23,625 ) Non-cash activities ( 2,269 ) ( 794 ) ( 3,063 ) Restructuring liability as of March 26, 2023 $ 75,581 $ 4,859 $ 80,440 Lam Research Corporation 2023 Q3 10-Q 21 Table of Contents