What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-10-28 compared with 2024-04-29 · 99 added, 207 removed, 335 unchanged (48% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

Three Months Ended Nine Months Ended

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

Revenue $ 4,167,976 $ 3,482,062

23 unchanged sentences

(in thousands)

Three Months Ended Nine Months Ended

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

Net income $ 1,116,444 $ 887,398

2 unchanged sentences

Cash flow hedges:

Net unrealized gains (losses) during the period 8,145 ( 3,320 ) 18,414 ( 3,135 )

Net (gains) losses reclassified into net income ( 4,231 ) 2,546 ( 25,974 ) ( 5,478 )

Net unrealized (losses) gains during the period ( 2,436 ) 8,598

Net gains reclassified into net income ( 104 ) ( 8,917 )

( 2,540 ) ( 319 )

2 unchanged sentences

Net gains reclassified into net income — ( 10 )

30 547 304 1,064

Defined benefit plans, net change in unrealized component 39 181

6 unchanged sentences

(in thousands, except per share data)

September 29,

2024 June 30,

1 unchanged sentence

Cash and cash equivalents $ 6,067,471 $ 5,847,856

Investments — 37,641

Accounts receivable, less allowance of $ 5,286 as of March 31, 2024, and $ 5,344 as of June 25, 2023

Accounts receivable, less allowance of $ 5,580 as of September 29, 2024, and $ 5,277 as of June 30, 2024

2,937,217 2,519,250

3 unchanged sentences

Property and equipment, net 2,214,269 2,154,518

Goodwill 1,626,519 1,622,489

Intangible assets, net 142,479 168,454

Goodwill and intangible assets 1,758,344 1,765,073

Other assets 2,067,508 1,941,917

15 unchanged sentences

Common stock, at par value of $ 0.001 per share;

authorized, 400,000 shares as of March 31, 2024 and June 25, 2023;

issued and outstanding, 130,736 shares as of March 31, 2024, and 133,297 shares as of June 25, 2023

authorized, 4,000,000 shares as of September 29, 2024 and June 30, 2024;

issued and outstanding, 1,291,958 shares as of September 29, 2024, and 1,303,769 shares as of June 30, 2024

Additional paid-in capital 8,303,014 8,223,046

Treasury stock, at cost;

164,423 shares as of March 31, 2024, and 161,380 shares as of June 25, 2023

1,660,250 shares as of September 29, 2024, and 1,648,239 shares as of June 30, 2024

( 25,374,657 ) ( 24,365,783 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

Nine Months Ended

2024 March 26,

(in thousands)

Three Months Ended

September 29,

2024 September 24,

CASH FLOWS FROM OPERATING ACTIVITIES:

9 unchanged sentences

Capital expenditures and intangible assets ( 110,588 ) ( 76,992 )

Business acquisitions, net of cash acquired — ( 119,955 )

Proceeds from maturities of available-for-sales securities — 7,275

Proceeds from sales of available-for-sale securities 3,430 6,837

Other, net 37 ( 4,966 )

4 unchanged sentences

Dividends paid ( 260,985 ) ( 230,332 )

Reissuance of treasury stock related to employee stock purchase plan 53,081 44,996

Proceeds from issuance of common stock 12,757 7,673

Proceeds from issuance of common stock, net issuance costs ( 43 ) 2,818

Other, net ( 324 ) ( 2,151 )

11 unchanged sentences

Transfers of finished goods inventory to property and equipment 32,985 18,014

Reconciliation of cash, cash equivalents, and restricted cash March 31,

2024 March 26,

Reconciliation of cash, cash equivalents, and restricted cash September 29,

2024 September 24,

Cash and cash equivalents $ 6,067,471 $ 5,126,150

Restricted cash and cash equivalents (1)

1,521 250,688

Total cash, cash equivalents, and restricted cash $ 6,072,084 $ 5,126,809

6 unchanged sentences

Three Months Ended

March 31, 2024

Shares Common

Stock Additional

Capital Treasury

Stock Accumulated

Comprehensive

Loss Retained

Earnings Total

Balance at December 24, 2023 131,278 $ 131 $ 7,997,251 $ ( 23,004,358 ) $ ( 117,694 ) $ 23,347,148 $ 8,222,478

Issuance of common stock 409 1 8,234 — — — 8,235

Purchase of treasury stock ( 951 ) ( 1 ) — ( 980,160 ) — — ( 980,161 )

Equity-based compensation expense — — 76,854 — — — 76,854

Net income — — — — — 965,826 965,826

Other comprehensive loss — — — — ( 10,094 ) — ( 10,094 )

Cash dividends declared ($ 2.00 per common share)

— — — — — ( 261,037 ) ( 261,037 )

Balance at March 31, 2024 130,736 $ 131 $ 8,082,339 $ ( 23,984,518 ) $ ( 127,788 ) $ 24,051,937 $ 8,022,101

Nine Months Ended

March 31, 2024

September 29, 2024

Shares Common

8 unchanged sentences

Purchase of treasury stock ( 12,011 ) ( 12 ) — ( 1,008,874 ) — — ( 1,008,886 )

Reissuance of treasury stock 150 — 46,615 6,466 — — 53,081

Equity-based compensation expense — — 80,011 — — — 80,011

Net income — — — — — 1,116,444 1,116,444

Other comprehensive loss — — — — ( 27,082 ) — ( 27,082 )

Cash dividends declared ($ 6.00 per common share)

— — — — — ( 787,649 ) ( 787,649 )

Balance at March 31, 2024 130,736 $ 131 $ 8,082,339 $ ( 23,984,518 ) $ ( 127,788 ) $ 24,051,937 $ 8,022,101

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2024 Q3 10-Q 7

Three Months Ended

March 26, 2023

Shares Common

Stock Additional

Capital Treasury

Stock Accumulated

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 — — — — 42,625 — 42,625

1 unchanged sentence

— — — — — ( 297,714 ) ( 297,714 )

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

Balance at September 29, 2024 1,291,958 $ 1,292 $ 8,303,014 $ ( 25,374,657 ) $ ( 87,803 ) $ 25,630,045 $ 8,471,891

Three Months Ended

September 24, 2023

Shares Common

8 unchanged sentences

Purchase of treasury stock ( 12,659 ) ( 13 ) — ( 835,507 ) — — ( 835,520 )

Reissuance of treasury stock 131 — 39,366 5,630 — — 44,996

Equity-based compensation expense — — 67,211 — — — 67,211

Net income — — — — — 887,398 887,398

Other comprehensive income — — — — 4,887 — 4,887

Other comprehensive loss — — — — ( 20,644 ) — ( 20,644 )

Cash dividends declared ($ 0.20 per common share)

— — — — — ( 264,105 ) ( 264,105 )

Balance at March 26, 2023 134,692 $ 135 $ 7,680,059 $ ( 20,627,829 ) $ ( 105,095 ) $ 21,460,118 $ 8,407,388

Balance at September 24, 2023 1,320,721 $ 1,320 $ 7,876,778 $ ( 22,364,807 ) $ ( 121,350 ) $ 22,655,389 $ 8,047,330

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024

September 29, 2024

NOTE 1 — BASIS OF PRESENTATION

8 unchanged sentences

The Company’s current fiscal year will end June 29, 2025 and includes 52 weeks.

The quarters ended March 31, 2024 (the “March 2024 quarter”) and March 26, 2023 included 14 weeks and 13 weeks, respectively.

The quarters ended September 29, 2024 (the “September 2024 quarter”) and September 24, 2023 included 13 weeks.

Common Stock Split:

On May 21, 2024, the Company announced a ten -for-one stock split which was effective October 2, 2024.

All share and per share amounts throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split.

The par value per share remains unchanged at $ 0.001 per share after the stock split.

Reclassification:

2 unchanged sentences

Recently Adopted or Effective

The Company has not adopted any new accounting standards during the nine months ended March 31, 2024 that have a material impact on the Company’s Condensed Consolidated Financial Statements.

The Company has not adopted any new accounting standards during the three months ended September 29, 2024 that have a material impact on the Company’s Condensed Consolidated Financial Statements.

Updates Not Yet Effective

15 unchanged sentences

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.

Lam Research Corporation 2025 Q1 10-Q 8

The Company operates in seven geographic regions:

3 unchanged sentences

memory, foundry, and logic/integrated device manufacturing.

Lam Research Corporation 2024 Q3 10-Q 9

The following table presents the Company’s revenues disaggregated between systems and customer support-related revenue:

Three Months Ended Nine Months Ended

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

(In thousands)

5 unchanged sentences

The following table presents the Company’s revenues disaggregated by geographic region:

Three Months Ended Nine Months Ended

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

(In thousands)

1 unchanged sentence

Korea 762,081 547,945

Japan 340,331 406,219 1,177,696 1,440,857

Taiwan 615,368 242,490

United States 488,381 282,224

Japan 301,386 324,520

Southeast Asia 244,789 159,103

2 unchanged sentences

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

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

Memory 35 % 38 %

2 unchanged sentences

Deferred Revenue

Revenue of $ 302.5 million and $ 1,228.4 million included in deferred profit at June 25, 2023 was recognized during the three and nine months ended March 31, 2024, representing 16 % and 67 %, respectively, of the $ 1,837.9 million of deferred revenue as of June 25, 2023.

The following table summarizes the transaction price for contracts that have not yet been recognized as revenue as of March 31, 2024 and when the Company expects to recognize the amounts as revenue:

Revenue of $ 371.4 million included in deferred profit at June 30, 2024 was recognized during the three months ended September 29, 2024, representing 24 % of the $ 1,551.6 million of deferred revenue as of June 30, 2024.

The following table summarizes the transaction price for contracts that have not yet been recognized as revenue as of September 29, 2024 and when the Company expects to recognize the amounts as revenue:

Less than 1 Year 1-3 Years More than 3 Years Total

1 unchanged sentence

Deferred revenue $ 1,575,595 $ 410,209 (1)

(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.

(1) This amount is reported in Deferred profit on the Company's Condensed Consolidated Balance Sheets as the customers can demand the performance to be satisfied at any time.

Lam Research Corporation 2025 Q1 10-Q 9

7 unchanged sentences

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

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

(in thousands)

3 unchanged sentences

The significant components of other income (expense), net, are as follows:

Three Months Ended Nine Months Ended

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

(in thousands)

1 unchanged sentence

Interest expense ( 44,946 ) ( 45,331 )

Gains on deferred compensation plan-related assets, net 26,495 5,443 49,124 3,588

Foreign exchange losses, net ( 4,344 ) ( 5,519 ) ( 3,643 ) ( 8,812 )

Gains (losses) on deferred compensation plan-related assets, net 17,420 ( 2,901 )

Foreign exchange (losses) gains, net ( 9,686 ) 1,269

Other, net ( 1,156 ) ( 7,000 )

2 unchanged sentences

The Company’s provision for income taxes and effective tax rate are as follows:

Three Months Ended Nine Months Ended

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

(in thousands, except percentages)

2 unchanged sentences

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 31, 2024 and March 26, 2023 was primarily due to income in lower tax jurisdictions.

On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law.

In general, the provisions of the IRA are effective beginning with the Company’s fiscal year 2024, with certain exceptions.

The IRA includes a new 15% corporate minimum tax.

The Company has evaluated the potential impacts of the IRA and does not expect it to have a material impact on the effective tax rate.

However, the Company expects future guidance from the Treasury Department and will further analyze when the guidance is issued.

federal statutory tax rate of 21% and the Company’s effective tax rate for the three months ended September 29, 2024 and September 24, 2023 was primarily due to income in lower tax jurisdictions.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S.

federal income tax returns for the fiscal years ended June 30, 2019, and June 28, 2020.

federal income tax returns for the fiscal years ended June 30, 2019, June 28, 2020 and June 27, 2021.

To date, no significant 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.

Lam Research Corporation 2024 Q3 10-Q 11

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.

1 unchanged sentence

The change in uncertain tax positions as a result of lapses of statutes of limitation may range up to $ 210.1 million.

Lam Research Corporation 2025 Q1 10-Q 10

NOTE 7 — NET INCOME PER SHARE

2 unchanged sentences

The following table reconciles the inputs to the basic and diluted computations for net income per share.

Three Months Ended Nine Months Ended

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

(in thousands, except per share data)

7 unchanged sentences

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.

These anti-dilutive securities, including options and RSUs, were not material for the three and nine months ended March 31, 2024 and March 26, 2023.

These anti-dilutive securities, including options and RSUs, were not material for the three months ended September 29, 2024 and September 24, 2023.

NOTE 8 — FINANCIAL INSTRUMENTS

The Company’s investment strategies and investment and fair value policies are unchanged from those disclosed in Note 9, “Financial Instruments,” to the Consolidated Financial Statements in Part II, Item 8 of its 2024 Form 10-K.

As of March 31, 2024 and June 25, 2023, the fair value of mutual funds and debt and equity investments were not material.

The financial statement impacts to the Condensed Consolidated Statement of Operations from debt and equity investments were not material as of and for the three and nine months ended March 31, 2024 and March 26, 2023.

The financial instruments reported within Cash and Cash Equivalents in the Company’s Condensed Consolidated Balance Sheets as of March 31, 2024, and June 25, 2023 consisted of the following:

As of September 29, 2024 and June 30, 2024, the fair value of mutual funds and equity investments were not material.

The Company had no debt security investments as of September 29, 2024 and June 30, 2024.

The financial statement impacts to the Condensed Consolidated Statement of Operations from debt and equity investments were not material as of and for the three months ended September 29, 2024 and September 24, 2023.

The financial instruments reported within Cash and Cash Equivalents in the Company’s Condensed Consolidated Balance Sheets as of September 29, 2024, and June 30, 2024 consisted of the following:

September 29,

2024 June 30,

4 unchanged sentences

Total $ 6,067,471 $ 5,847,856

In addition, as of June 25, 2023 the Company had time deposits of $ 250.0 million reported within Other assets in the 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 the Consolidated Financial Statements in Part II, Item 8 of its 2024 Form 10-K.

As of March 31, 2024 and June 25, 2023, the fair value of outstanding cash flow and balance sheet hedges were not material.

The financial statement impacts to the Condensed Consolidated Statement of Operations from derivative instruments and hedging activities were not material as of and for the three and nine months ended March 31, 2024 and March 26, 2023.

Lam Research Corporation 2024 Q3 10-Q 12

As of September 29, 2024 and June 30, 2024, the fair value of outstanding cash flow and balance sheet hedges were not material.

The financial statement impacts to the Condensed Consolidated Statement of Operations from derivative instruments and hedging activities were not material as of and for the three months ended September 29, 2024 and September 24, 2023.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk and the Company’s mitigation strategies are unchanged from those disclosed in Note 9, “Financial Instruments,” to the Consolidated Financial Statements in Part II, Item 8 of its 2024 Form 10-K.

Lam Research Corporation 2025 Q1 10-Q 11

NOTE 9 — INVENTORIES

Inventories are stated at the lower of cost or net realizable value using standard costs that approximate actual costs on a first-in, first-out basis.

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:

September 29,

2024 June 30,

4 unchanged sentences

$ 4,209,878 $ 4,217,924

NOTE 10 — GOODWILL AND INTANGIBLE ASSETS

The balance of goodwill is approximately $ 1.6 billion as of March 31, 2024 and June 25, 2023.

As of March 31, 2024 and June 25, 2023, $ 65.4 million of the goodwill balance is tax deductible and the remaining balance is not tax deductible due to purchase accounting and applicable foreign law.

Intangible Assets

The following table provides the Company’s intangible assets, other than goodwill:

March 31, 2024 June 25, 2023

Gross Accumulated

Amortization Net Gross Accumulated

Amortization Net

(in thousands)

Customer relationships $ 644,126 $ ( 633,260 ) $ 10,866 $ 644,138 $ ( 631,420 ) $ 12,718

Existing technology 747,386 ( 683,380 ) 64,006 717,331 ( 674,549 ) 42,782

Patents and other intangible assets 202,456 ( 134,849 ) 67,607 199,532 ( 116,659 ) 82,873

Intangible assets subject to amortization 1,593,968 ( 1,451,489 ) 142,479 1,561,001 ( 1,422,628 ) 138,373

In process research and development — — — 30,081 — 30,081

Total intangible assets $ 1,593,968 $ ( 1,451,489 ) $ 142,479 $ 1,591,082 $ ( 1,422,628 ) $ 168,454

The Company recognized $ 15.2 million and $ 13.8 million in intangible asset amortization expense during the three months ended March 31, 2024 and March 26, 2023, respectively.

The Company recognized $ 42.0 million and $ 37.4 million in intangible asset amortization expense during the nine months ended March 31, 2024 and March 26, 2023, respectively.

Lam Research Corporation 2024 Q3 10-Q 13

The estimated future amortization expense of intangible assets as of March 31, 2024, is reflected in the table below.

The table excludes $ 8.2 million of capitalized costs for intangible assets that have not been placed into service.

Fiscal Year Amount

(in thousands)

2024 (remaining 3 months) $ 13,945

Thereafter 20,955

NOTE 10 — GOODWILL

The balance of goodwill is approximately $ 1.6 billion as of September 29, 2024 and June 30, 2024.

As of September 29, 2024 and June 30, 2024, $ 65.4 million of the goodwill balance is tax deductible and the remaining balance is not tax deductible due to purchase accounting and applicable foreign law.

NOTE 11 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

September 29,

2024 June 30,

4 unchanged sentences

Dividend payable 297,634 260,905

Restructuring 21,482 8,014

Other 596,849 609,495

$ 2,196,424 $ 1,801,877

NOTE 12 — LEASES

The Company elected to exercise purchase options available under its finance leases for certain improved properties in Fremont and Livermore, California (the “California Facility Leases”) in the three months ended September 24, 2023.

As a result, the Company released cash collateral in an aggregate of approximately $ 250.0 million of restricted cash that was reported in Other assets in the Company’s Condensed Consolidated Balance Sheet.

Additionally, guarantees made to the lessor that each property would have a certain minimum residual value totaling $ 298.4 million as of June 25, 2023 in the aggregate were eliminated with the extinguishment of the California Facilities Leases.

As a result of the purchase of the improved properties, $ 250.5 million of additions were made to Property and Equipment, Net in the Company’s Condensed Consolidated Balance Sheets primarily comprised of land ($ 40.5 million) and buildings and improvements ($ 210.0 million).

NOTE 12 — COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The Company has entered into insurance contracts that are intended to limit its exposure to such indemnifications.

As of March 31, 2024, 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.

As of September 29, 2024, 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.

2 unchanged sentences

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 31, 2024, the maximum potential amount of future payments that the Company could be required to make under these arrangements and letters of credit was $ 171.0 million.

As of September 29, 2024, the maximum potential amount of future payments that the Company could be required to make under these arrangements and letters of credit was $ 210.8 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.

Lam Research Corporation 2024 Q3 10-Q 14

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;

2 unchanged sentences

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.

Lam Research Corporation 2025 Q1 10-Q 12

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 31, 2024, warranty reserves totaling $ 23.2 million were reported in Other long-term liabilities, the remainder were included in Accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets.

As of September 29, 2024, warranty reserves totaling $ 23.3 million were reported 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

2024 March 26,

2023 March 31,

2024 March 26,

Three Months Ended

September 29,

2024 September 24,

(in thousands)

8 unchanged sentences

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.

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.

5 unchanged sentences

Repurchases under the repurchase program were as follows during the periods indicated.

All references to share and per share amounts have been retroactively adjusted to reflect the effects of the stock split.

See Note 1 for more information.

Period Total Number of

Repurchased Total Cost of

Repurchase (1)

Average Price

Repurchase Average Price

Available Under

2 unchanged sentences

Quarter ended September 29, 2024 11,952 $ 1,003,654 $ 83.97 $ 9,821,006

Quarter ended December 24, 2023 970 $ 640,267 $ 660.04 $ 2,067,076

Quarter ended March 31, 2024 828 $ 860,084 $ 774.77 (2) $ 1,206,992

(1) 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 shares repurchased in the Condensed Consolidated Statement of Stockholders’ Equity and the calculation of the average price paid per share.

Lam Research Corporation 2024 Q3 10-Q 15

(2) 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 31, 2024.

In addition to the shares repurchased under the Board-authorized repurchase program shown above, during the three and nine months ended March 31, 2024, the Company acquired 123 thousand shares at a total cost of $ 120.1 million and 138 thousand shares at a total cost of $ 130.0 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.

In addition to the shares repurchased under the Board-authorized repurchase program shown above, during the three months ended September 29, 2024, the Company acquired 59 thousand shares at a total cost of $ 5.2 million, 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 February 1, 2024, the Company entered into accelerated share repurchase agreements (the "February 2024 ASRs") with two financial institutions to repurchase a total of $ 700 million of Common Stock.

The Company took an initial delivery of approximately 631 thousand shares, which represented 75 % of the prepayment amount divided by the Company’s closing stock price on February 1, 2024.

The total number of shares received under the February 2024 ASRs is 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 February 2024 ASRs occurred during April 2024, resulting in the receipt of approximately 140 thousand shares, which yielded a weighted-average share price of $ 917.38 (net of applicable excise taxes) for the transaction period.

The Company recorded the February 2024 ASRs as equity transactions;

as such, at the time of receipt, shares were included in treasury stock at fair market value as of the corresponding trade date.

The Company reflects shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.

Lam Research Corporation 2025 Q1 10-Q 13

NOTE 14 — 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.

In the fiscal year ended June 25, 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, through March 31, 2024, the Company terminated approximately 1,760 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.

During the fiscal year ended June 25, 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, through June 30, 2024, the Company terminated approximately 1,760 employees, and incurred expenses related to employee severance and separation costs.

Employee severance and separation costs were primarily related 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 and incurred charges to move inventory and equipment and exit selected supplier arrangements.

During the three months ended March 31, 2024, net restructuring costs of $ 15.2 million and $ 15.2 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.

During the nine months ended March 31, 2024, net restructuring costs of $ 38.1 million and $ 19.0 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.

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 restructuring plan is expected to be substantially completed by the June 2024 quarter, and cumulative costs as of March 31, 2024 total $ 177.4 million.

Lam Research Corporation 2024 Q3 10-Q 16

The following table is a summary of the activity related to the restructuring plan:

Severance and Benefits Other Total

(in thousands)

Restructuring liability as of June 25, 2023 $ 7,989 $ 246 $ 8,235

Restructuring expense 30,512 26,542 57,054

Cash payments ( 18,751 ) ( 15,722 ) ( 34,473 )

Non-cash activities ( 158 ) ( 6,936 ) ( 7,094 )

Restructuring liability as of March 31, 2024 $ 19,592 $ 4,130 $ 23,722

No restructuring charges were recorded during the three months ending September 29, 2024.

During the three months ended September 24, 2023, net restructuring costs of $ 7.9 million and $ 2.0 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 restructuring plan was substantially completed as of June 30, 2024, and cumulative costs as of June 30, 2024 totaled $ 181.9 million.

The restructuring liability reported as of June 30, 2024 totaling $ 1.1 million has been substantially satisfied in the three months ended September 29, 2024.

Lam Research Corporation 2025 Q1 10-Q 14

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements