Lam Research (LRCX) 10-K risk factor changes: FY2022 vs FY2021

In addition to the other information in this Annual Report on Form 10-K [removed: (“2021] [added: (“2022] Form 10-K”), the following risk factors should be carefully considered in evaluating us and our business because such factors may significantly impact our business, operating results, and financial condition.

[removed: As a result of these risk factors, as well as other] risks discussed in our other SEC filings, our actual results could differ materially from those projected in any forward-looking statements.

For example, the COVID-19 [removed: outbreak] [added: pandemic] has impacted and could further impact our ability to meet the demand for our products due to production, sourcing, logistics and other challenges resulting from quarantines, shelter in place or “stay at home” orders, facility closures, workforce challenges, and travel and logistics restrictions in connection with the [removed: outbreak.][added: pandemic.]

[removed: Even during periods of] reduced revenues, we must continue to invest in R&D and maintain extensive ongoing worldwide customer service and support capabilities to remain competitive, which may temporarily harm our profitability and other financial results.

In addition, the emergence of “big data” and new tools such as machine learning and artificial intelligence that capitalize on the availability of large data sets is leading semiconductor manufacturers and equipment manufacturers to pursue new products and approaches that exploit [removed: those tools to advance technology development.]

Even if they select our equipment, the institutions and the customers that follow their lead could impose conditions on acceptance of that [added: equipment, such as adherence to standards and requirements or limitations on how we license our proprietary rights, that increase our costs or require us to take on greater risk.]

The COVID-19 [removed: Outbreak] [added: Pandemic] Has Adversely Impacted, and May Continue to Adversely Impact, Our Business, Operations, and Financial Results

The COVID-19 [removed: outbreak] [added: pandemic] and efforts by national, state and local governments worldwide to control its spread have resulted in widespread measures aimed at containing the disease such as quarantines, travel bans, shutdowns, and shelter in place or “stay at home” orders, which collectively have significantly restricted the movement of people and goods and the ability of businesses to operate.

The potential duration and impact of the [removed: outbreak] [added: pandemic] on the global economy and on our business are difficult to predict and cannot be estimated with any degree of certainty, but the [removed: outbreak] [added: pandemic] has resulted in significant disruption of global financial markets, increases in levels of unemployment, and economic [added: uncertainty, which has adversely impacted our business and may continue to do so, and may lead to significant negative]

[removed: uncertainty, which has adversely impacted our business and may continue to do so, and may lead to significant negative] impacts on customer spending, demand for our products, the ability of our customers to pay, our financial condition and the financial condition of our suppliers, and our access to external sources of financing to fund our operations and capital expenditures.

For example, the COVID-19 [removed: outbreak] [added: pandemic] has impacted and could further impact our ability to meet the demand for our products due to production, sourcing, logistics and other challenges resulting from quarantines, shelter in place or [removed: stay] [added: “stay] at [removed: home] [added: home”] orders, facility closures, workforce challenges, and travel and logistics restrictions in connection with the [removed: outbreak.][added: pandemic.]

We maintain and rely upon certain critical information systems for the [added: creation, transmission, use and storage of much of this information, and for the] effective operation of our business.

[removed: All] [added: Such causes may also include the use] of [removed: these information systems are subject to disruption, breach or failure from various sources, including those using] techniques that change frequently or may be disguised or difficult to detect, or designed to remain dormant until a triggering event, or that may continue undetected for an extended period of time.

[removed: Those sources] [added: Such causes] may include mistakes or unauthorized actions by our employees or contractors, phishing schemes and other third-party attacks, and degradation or loss of service or access to data due to viruses, malware, denial of service attacks, destructive or inadequate code, power failures, or physical damage to computers, hard drives, communication lines, or networking equipment.

If we were subject to a cybersecurity [removed: and] [added: or] other incident, it could have a material adverse effect on our business.

- the loss or public exposure of the personal [added: or other confidential] information of our employees, customers or other parties;

- the public release of customer [removed: orders,] financial and business plans, [added: customer orders] and operational results;

- exposure to claims from [added: our employees or] third parties who are adversely impacted by such incidents;

While we have implemented ISO 27001 compliant security procedures and virus protection software, intrusion prevention systems, identity and access control, and emergency recovery processes, and we carefully select our third-party providers of information systems, to mitigate risks to the information systems that we rely [removed: on,] [added: on] and to [removed: our] [added: the] technology, data, intellectual property and other sensitive [removed: information,] [added: information we seek to protect,] those security procedures and mitigation and protection systems cannot be guaranteed to be [removed: fail-safe] [added: fail-safe,] and we may still suffer cybersecurity and other incidents.

Our products are priced up to [removed: approximately $15 million] [added: the tens of millions of dollars] per system.

[removed: Outsource] [added: In addition, outsource] providers [removed: and component suppliers] have played and will continue to play a key role [added: both] in [removed: our product development,] [added: the] manufacturing [removed: operations, field installation] and [removed: support,] [added: customer-focused operations described above,] and [added: in] many of our transactional and administrative functions, such as information technology, facilities management, and certain elements of our finance organization.

These providers and suppliers might suffer financial setbacks, be acquired by third parties, become subject to exclusivity arrangements that preclude further business with us, or be unable to meet our requirements or expectation due to their independent business decisions or [removed: *force majeure*] [added: force majeure] events that could interrupt or impair their continued ability to perform as we expect.

Where practical, we endeavor to establish alternative sources to mitigate the risk that the failure of any [added: single provider or supplier will adversely affect our business, but this is not feasible in all circumstances.]

For example, the [removed: COVID-19 outbreak] [added: COVID–19 pandemic] has impacted and could further impact our manufacturing operations, supply chain, and customer support due to production, sourcing, logistics and other challenges resulting from quarantines, [removed: stay] [added: "stay] at [removed: home] [added: home"] orders, facility closures, workforce challenges, and travel and logistics restrictions in connection with the [removed: outbreak.][added: pandemic.]

We Face Risks Related to the Disruption of Our Primary Manufacturing [added: and R&D] Facilities

While we maintain business continuity plans, our manufacturing [added: and R&D] facilities are concentrated in a limited number of locations.

Such disruptions may cause delays in [added: developing or] shipping our products, [added: in engaging with customers on new product applications, or in supporting customers,] which could result in the loss of business or customer trust, adversely affecting our business and operating results.

For example, the COVID-19 [removed: outbreak] [added: pandemic] has impacted and could further impact our manufacturing operations, supply chain, and customer support due to production, sourcing, logistics and other challenges resulting from quarantines, [removed: “stay] [added: stay] at [removed: home”] [added: home] orders, facility closures, workforce challenges, and travel and logistics restrictions in connection with the [removed: outbreak.][added: pandemic.]

Results of Operation of this [removed: 2021] [added: 2022] Form 10-K, accounted for approximately [removed: 94%,] 92%, [added: 94%,] and 92% of total revenue in fiscal years [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] respectively.

- our ability to secure and retain qualified people, and effectively manage people, in all necessary [added: locations for the successful operation of our business.]

For example, the COVID-19 [removed: outbreak] [added: pandemic] has impacted and could further impact our manufacturing operations, supply chain, [added: R&D] and customer support due to production, sourcing, logistics and other challenges resulting from quarantines, [removed: stay] [added: “stay] at [removed: home] [added: home”] orders, facility closures, workforce challenges, and travel and logistics restrictions in connection with the [removed: outbreak.][added: pandemic.]

In addition, the U.S. government is in the process of assessing [removed: which “emerging and foundational”] technologies [added: that] may be subject to new or additional export [removed: controls under the 2018 Export Control Reform Act,] [added: controls,] and it is possible that such controls, if and when imposed, could adversely impact our ability to sell our products outside the U.S. Furthermore, there are risks that foreign governments may, among other things, insist on the use of local suppliers; compel [added: companies to partner with local companies to design and supply equipment on a local basis, requiring the transfer of intellectual property rights and/or local manufacturing; utilize their influence over their judicial systems to]

[removed: companies to partner with local companies to design and supply equipment on a local basis, requiring the transfer of intellectual property rights and/or local manufacturing; utilize their influence over their judicial systems to] respond to intellectual property disputes or issues; and provide special incentives to government-backed local customers to buy from local competitors, even if their products are inferior to ours; all of which could adversely impact our revenues and margins.

[removed: As part of our] strategy to protect our technology, we currently hold a number of U.S. and foreign patents and pending patent applications, and we keep certain information, processes, and techniques confidential and/or as trade secrets.

As a result, we may seek to make acquisitions of complementary companies, products, or technologies, or we may reduce or dispose [added: of certain product lines or technologies that no longer fit our long-term strategies.]

Revenue in China, which includes global customers and domestic Chinese customers with manufacturing facilities in China, represented approximately [removed: 35%,] 31%, [added: 35%,] and [removed: 22%] [added: 31%] of our total revenue for fiscal years [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] respectively.

[removed: For example, over the course of calendar year 2020, the U.S. Department of Commerce enacted a new rule that expanded export license requirements for U.S. companies to sell certain items to companies and other end-users in China that are designated as military end-users or have operations that could support military end uses, added additional Chinese companies to its restricted entity list (including Semiconductor Manufacturing International] Corporation, or SMIC, and related entities), and expanded an existing rule (referred to as the foreign direct product rule) in a manner that could cause foreign-made wafers, chipsets, and certain related items produced with many of our products to be subject to U.S. licensing requirements if Huawei Technologies Co. Ltd (“Huawei”) or its affiliates are parties to a transaction involving the items.

Our Bylaws Designate the Court of Chancery of the State of Delaware as the Sole and Exclusive Judicial Forum for Certain Legal Actions Between the Company and its Stockholders, Which May Discourage Lawsuits with Respect to Such [removed: Claims.][added: Claims]

We believe that our exclusive forum provision benefits us, and our stockholders, by permitting relatively prompt resolution of lawsuits concerning our internal affairs, promoting consistent application of Delaware law in these lawsuits, and reducing the possibility of duplicative, costly, multi-jurisdictional litigation with the potential for [added: inconsistent outcomes.]

[removed: If we are] sued in a securities class action, we could incur substantial costs, and it could divert management’s attention and resources and have an unfavorable impact on our financial performance and the price for our Common Stock.

As a result of these risk factors, as well as other

Even during periods of

those tools to advance technology development.

Disruptions to Our Supply Chain and Outsource Providers Could Impact Our Ability to Meet Demand, Increase Our Costs, and Adversely Impact Our Revenue and Operating Results

Our supply chain has played and will continue to play a key role in our product development, manufacturing operations, field installation and support.

Our business depends on our timely supply of products and services to meet the demand from our customers, which depends in significant part on the timely delivery of parts, materials and services, including components and subassemblies, from our direct suppliers to us, and to our direct suppliers by other companies.

We may also experience significant interruptions of our manufacturing operations, delays in our ability to deliver or install products or perform services or to recognize revenue, increased costs or customer order cancellations as a result of:

- the failure or inability to accurately forecast demand and obtain sufficient quantities of quality parts on a cost-effective basis;

- volatility in the availability and cost of parts, materials or services, including increased costs due to rising inflation or interest rates or other market conditions;

- difficulties or delays in obtaining required import or export approvals;

- shipment delays and increased costs of shipment due to transportation interruptions, capacity constraints, or fuel shortages;

- shortages of semiconductor or other components or materials as a result of increases in demand;

- information technology or infrastructure failures, including those of a third-party supplier or service provider; and

- transportation or supply disruptions based on factors outside our control, such as strikes, acts of God, wars, terrorist activities, widespread outbreak of illness, natural or man-made disasters, or climate change.

Demand for electronic products and other factors, such as the COVID-19 pandemic and the conflict in Ukraine, have resulted in, and may continue to result in, a shortage of parts, materials and services needed to manufacture, deliver and install our products, as well as delays in and unpredictability of shipments due to transportation interruptions.

Such shortages, delays and unpredictability have adversely impacted, and may continue to adversely impact, our suppliers’ ability to meet our demand requirements.

Difficulties in obtaining sufficient and timely supply of parts, materials or services, and delays in and unpredictability of shipments due to transportation interruptions, have adversely impacted, and may continue to adversely impact, our manufacturing operations and our ability to meet customer demand.

In addition, difficulties in obtaining parts, materials or services necessary to deliver or install products or perform services have adversely impacted, and may continue to adversely impact, our ability to recognize revenue, our gross margins on the revenue we recognize, and our other operating results.

Although we are endeavoring to pass along some of the impact of increased costs to our customers to counteract adverse impacts to our gross margins and other operating results, such measures could be unsuccessful, or could have the effect of reducing demand, which would adversely impact our revenue.

Some key parts are subject to long lead-times or available only from a single supplier or limited group of suppliers, and some sourcing or subassembly is provided by suppliers located in countries other than the countries where we conduct our manufacturing.

Our Business Relies on Technology, Data, Intellectual Property and Other Sensitive Information That is Susceptible to Cybersecurity and Other Threats or Incidents

Our business is dependent upon the use and protection of technology, data, intellectual property and other sensitive information, which may be owned by, or licensed to, us or third parties, such as our customers and vendors.

The technology, data, intellectual property and other sensitive information we seek to protect are subject to loss, release, misappropriation or misuse, and the information systems containing or transmitting such technology, data, intellectual property and other sensitive information are subject to disruption, breach or failure, in each case as a result of various possible causes.

As part of our

For example, since the start of calendar year 2020, the U.S. Department of Commerce enacted a new rule that expanded export license requirements for U.S. companies to sell certain items to companies and other end-users in China that are designated as military end-users or have operations that could support military end-uses, added additional Chinese companies to its restricted entity list under suspicions of military-civil fusion, support of Russia, or other factors associated with a broadening scope of national security concerns (including Semiconductor Manufacturing International

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

In general, the provisions of the IRA will be effective beginning with our fiscal year 2024, with certain exceptions.

The IRA includes a new 15% corporate minimum tax as well as a 1% excise tax on corporate stock repurchases applicable to repurchases after December 31, 2022.

We are in the process of evaluating the potential impacts of the IRA.

While we do not currently expect the IRA to have a material impact on our effective tax rate, our analysis is ongoing and incomplete, and it is possible that the IRA could have a material adverse effect on our tax liability.

If we are

equipment, such as adherence to standards and requirements or limitations on how we license our proprietary rights, that increase our costs or require us to take on greater risk.

Certain Critical Information Systems, That We Rely on for the Operation of Our Business and Products That We Sell, Are Susceptible to Cybersecurity and Other Threats or Incidents

We Depend on a Limited Number of Key Suppliers and Outsource Providers, and We Run the Risk That They Might Not Perform as We Expect

single provider or supplier will adversely affect our business, but this is not feasible in all circumstances.

locations for the successful operation of our business.

of certain product lines or technologies that no longer fit our long-term strategies.

inconsistent outcomes.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including but not limited to those discussed in “Risk Factors” and elsewhere in this [removed: 2021] [added: 2022] Form 10-K and other documents we file from time to time with the Securities and Exchange Commission.

(See “Cautionary Statement Regarding Forward-Looking Statements” in Part I of this [removed: 2021] [added: 2022] Form 10-K.)

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides a description of our results of operations and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in [Part II, Item [removed: 8](#iea1710d7df124c9a90ad1663dc08c7e4_58)] [added: 8](#icede5ff7d7f74911be727e4ff89d480d_58)] of this [removed: 2021] [added: 2022] Form 10-K.

Our products and services are designed to help our customers build smaller, [removed: faster,] and better performing devices that are used in a variety of electronic products, including mobile phones, personal computers, servers, wearables, automotive vehicles, and data storage devices.

Demand from [added: cloud computing,] the [removed: Cloud,] IoT, and other markets is driving the need for increasingly powerful and cost\-efficient semiconductors.

At the same time, there are growing technical challenges with traditional [added: two-dimensional] scaling.

These trends are driving significant inflections in semiconductor manufacturing, such as the increasing importance of vertical [removed: 3D] scaling strategies [added: like three-dimensional architecture] as well as multiple patterning to enable shrinks.

We believe we are in a strong position with our leadership and [removed: competency] [added: expertise] in deposition, etch, and clean to facilitate some of the most significant innovations in semiconductor device manufacturing.

Several factors create opportunity for sustainable differentiation for us: (i) our focus on research and development, with several on-going programs relating to sustaining engineering, product and process development, and concept and feasibility; (ii) our ability to effectively leverage cycles of learning from our broad installed base; (iii) our collaborative focus with [removed: ecosystem] [added: semi-ecosystem] partners; [removed: and] (iv) our [added: ability to identify and invest in the breadth of our product portfolio to meet technology inflections; and (v) our] focus on delivering our multi-product solutions with a goal to enhance the value of Lam’s solutions to our customers.

[removed: Risks and] uncertainties related to the COVID-19 [removed: pandemic remain, which] [added: pandemic, broadening supply chain challenges, and inflationary pressures] may continue to negatively impact our revenue and gross margin.

| June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | | | | | June [removed: 30, 2019] [added: 28, 2020] | | | | | | [removed: FY21] [added: FY22] vs. [removed: FY20] [added: FY21] | | | | | | | | | | | | [removed: FY20] [added: FY21] vs. [removed: FY19] [added: FY20] | | | | | | | | | | | |

| Revenue | | | $ | [removed: 14,626,150] [added: 17,227,039] | | | | | $ | [removed: 10,044,736] [added: 14,626,150] | | | | | $ | [removed: 9,653,559] [added: 10,044,736] | | | | | $ | [removed: 4,581,414] [added: 2,600,889] | | | | | [removed: 45.6] [added: 17.8] | | % | | | | $ | [removed: 391,177] [added: 4,581,414] | | | | | [removed: 4.1] [added: 45.6] | | % |

| Gross margin | | | $ | [removed: 6,805,306] [added: 7,871,807] | | | | | $ | [removed: 4,608,693] [added: 6,805,306] | | | | | $ | [removed: 4,358,459] [added: 4,608,693] | | | | | $ | [removed: 2,196,613] [added: 1,066,501] | | | | | [removed: 47.7] [added: 15.7] | | % | | | | $ | [removed: 250,234] [added: 2,196,613] | | | | | [removed: 5.7] [added: 47.7] | | % |

| Gross margin as a percent of total revenue | | | [removed: 46.5] [added: 45.7] | | % | | | | [removed: 45.9] [added: 46.5] | | % | | | | [removed: 45.1] [added: 45.9] | | % | | | | [removed: 0.6%] [added: (0.8)%] | | | | | | | | | | | | [removed: 0.8%] [added: 0.6%] | | | | | | | | |

| Total operating expenses | | | $ | [removed: 2,323,283] [added: 2,489,985] | | | | | $ | [removed: 1,934,891] [added: 2,323,283] | | | | | $ | [removed: 1,893,727] [added: 1,934,891] | | | | | $ | [removed: 388,392] [added: 166,702] | | | | | [removed: 20.1] [added: 7.2] | | % | | | | $ | [removed: 41,164] [added: 388,392] | | | | | [removed: 2.2] [added: 20.1] | | % |

| Net income | | | $ | [removed: 3,908,458] [added: 4,605,286] | | | | | $ | [removed: 2,251,753] [added: 3,908,458] | | | | | $ | [removed: 2,191,430] [added: 2,251,753] | | | | | $ | [removed: 1,656,705] [added: 696,828] | | | | | [removed: 73.6] [added: 17.8] | | % | | | | $ | [removed: 60,323] [added: 1,656,705] | | | | | [removed: 2.8] [added: 73.6] | | % |

| Net income per diluted share | | | $ | [removed: 26.90] [added: 32.75] | | | | | $ | [removed: 15.10] [added: 26.90] | | | | | $ | [removed: 13.70] [added: 15.10] | | | | | $ | [removed: 11.80] [added: 5.85] | | | | | [removed: 78.1] [added: 21.7] | | % | | | | $ | [removed: 1.40] [added: 11.80] | | | | | [removed: 10.2] [added: 78.1] | | % |

Fiscal year 2021 revenue increased [added: approximately] 46% compared to fiscal year 2020, reflecting stronger customer demand for semiconductor equipment.

The increase in operating expenses in fiscal year 2021 compared to fiscal year 2020 was mainly driven by higher employee-related costs as a result of increased [removed: headcount,] [added: headcount and] outsourcing services, deferred compensation plan-related costs, and supplies, partially offset by lower travel expenses and miscellaneous costs.

Fiscal year [removed: 2020] [added: 2022] revenue increased [removed: 4%] [added: over 17%] compared to fiscal year [removed: 2019,] [added: 2021,] reflecting [removed: stronger] [added: continued strong] customer demand for semiconductor equipment.

The increase in operating expenses in fiscal year [removed: 2020] [added: 2022] compared to fiscal year [removed: 2019] [added: 2021] was mainly driven by higher employee-related costs as a result of increased [removed: headcount] [added: headcount, supplies expense, rent, repair] and [removed: outsourcing services,] [added: utilities expense, and outside services spending,] partially offset by lower [removed: travel expense, miscellaneous costs and restructuring charges.][added: deferred compensation plan-related costs.]

Our cash and cash equivalents, investments, and restricted cash and investments balances totaled approximately [removed: $6.0] [added: $3.9] billion as of June [removed: 27, 2021,] [added: 26, 2022,] compared to [removed: $7.0] [added: $6.0] billion as of June [removed: 28, 2020.][added: 27, 2021.]

Cash flow provided from operating activities was [removed: $3.6] [added: $3.1] billion for fiscal year [removed: 2021] [added: 2022] compared to [removed: $2.1] [added: $3.6] billion for fiscal year [removed: 2020.][added: 2021.]

Cash flow provided from operating activities in fiscal year [removed: 2021] [added: 2022] was primarily used for [removed: $2.7] [added: $3.9] billion in treasury stock purchases, including net share settlement on employee stock-based compensation; [removed: $862 million of principal payments on debt instruments; $727] [added: $815] million in dividends paid to our stockholders; and [removed: $349] [added: $546] million of capital expenditures.

These cash outflows were partially offset by [removed: $122] [added: $114] million of treasury stock reissuance and Common Stock issuance resulting from our employee equity-based compensation programs.

[removed: Revenue][added: Revenue]

| June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | | | | | June [removed: 30, 2019] [added: 28, 2020] | | | | | |

| Revenue (in millions) | | | $ | [removed: 14,626] [added: 17,227] | | | | | $ | [removed: 10,045] [added: 14,626] | | | | | $ | [removed: 9,654] [added: 10,045] | |

| China | | | [removed: 35] [added: 31] | | % | | | | [removed: 31] [added: 35] | | % | | | | [removed: 22] [added: 31] | | % |

| Korea | | | [removed: 27] [added: 23] | | % | | | | [removed: 24] [added: 27] | | % | | | | [removed: 23] [added: 24] | | % |

| Taiwan | | | [removed: 14] [added: 17] | | % | | | | [removed: 19] [added: 14] | | % | | | | [removed: 17] [added: 19] | | % |

| Japan | | | 9 | | % | | | | 9 | | % | | | | [removed: 20] [added: 9] | | % |

| United States | | | [removed: 6] [added: 8] | | % | | | | [removed: 8] [added: 6] | | % | | | | 8 | | % |

| Southeast Asia | | | [removed: 6] [added: 8] | | % | | | | 6 | | % | | | | 6 | | % |

| Europe | | | [removed: 3] [added: 4] | | % | | | | 3 | | % | | | | [removed: 4] [added: 3] | | % |

Revenue increased in fiscal year [removed: 2021] [added: 2022] compared to fiscal years [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] primarily due to the increased investment by our customers in semiconductor capital equipment as well as higher revenue from our Customer Support Business Group for spares, services, upgrades and mature node equipment.

The deferred revenue balance was [removed: $1.1] [added: $2.2] billion as of June [removed: 27, 2021] [added: 26, 2022] compared to [removed: $537 million] [added: $1.1 billion] as of June [removed: 28, 2020,] [added: 27, 2021,] driven by [removed: increases in volume purchases for our systems, customer down payments for future tool deliveries, and] additional deferrals related to tools pending full delivery and future servicing of our existing installed base.

| | | | June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | | | | | June [removed: 30, 2019] [added: 28, 2020] | | |

| Systems Revenue | | | $ | [removed: 9,764,845] [added: 11,322,271] | | | | | $ | [removed: 6,625,130] [added: 9,764,845] | | | | | $ | [removed: 6,451,104] [added: 6,625,130] | |

| Customer support-related revenue and other | | | [removed: 4,861,305] [added: 5,904,768] | | | | | | [removed: 3,419,606] [added: 4,861,305] | | | | | | [removed: 3,202,455] [added: 3,419,606] | | |

Their continued success is part of our commitment to driving semiconductor breakthroughs that define the next generation.

Our Customer Support Business Group provides products and services to maximize installed equipment performance, predictability and operational efficiency.

Wafer fabrication equipment spending was strong throughout the 2022 fiscal year driven by increasing device manufacturing complexity and the robust secular demand for semiconductors for NAND, DRAM, and foundry logic markets.

During fiscal year 2022, customer demand remained solid; however, ongoing supply chain constraints broadened during the period and impacted our ability to fulfill demand.

While we have seen improvements in both our operations and those of our suppliers, we expect supply shortages as well as inflationary cost pressures to persist in at least the near term.

Risks and

Gross margin as a percentage of revenue decreased due to inflationary cost pressures that led to higher spending on material costs, freight and logistics, and labor-related expenses, as well as unfavorable customer and product mix, partially offset by decreased variable compensation.

The decrease in gross margin as a percentage of revenue for fiscal year 2022 compared to fiscal year 2021 was due to inflationary cost pressures that led to higher spending on material costs, freight and logistics, and labor-related expenses, as well as unfavorable customer and product mix, partially offset by decreased variable compensation.

Interest expense decreased in fiscal year 2022 compared to fiscal year 2021 primarily due to the payoff of $800 million of our notes in June 2021.

A provision enacted as part of the 2017 Tax Cuts & Jobs Act requires companies to capitalize research and experimental expenditures for tax purposes in tax years beginning after December 31, 2021 (our fiscal year 2023).

If this provision is not repealed or deferred, we expect our fiscal year 2023 cash tax payments to increase significantly compared to our fiscal year 2022.

On August 16, 2022, the Inflation Reduction Act was signed into law.

In general, the provisions of the IRA will be effective beginning with our fiscal year 2024, with certain exceptions.

The IRA includes a new 15% corporate minimum tax.

We are in the process of evaluating the potential impacts of the IRA.

The impact on income taxes due to changes in legislation is required under the authoritative guidance of Accounting Standard Codification (“ASC”) 740, Income Taxes, to be recognized in the period in which the law is enacted.

While we do not currently expect the IRA to have a material impact on our effective tax rate, our analysis is ongoing and incomplete, and it is possible that the IRA could have a material adverse effect on our tax liability.

We will continue to monitor issuance of additional guidance.

| Net income | | | $ | 4,605,286 | |

| Other | | | (44,751) | | |

| | | | $ | 3,099,674 | |

Our off-balance sheet arrangements and our transition tax liability are presented as purchase obligations, refer to Note [17](#icede5ff7d7f74911be727e4ff89d480d_133) of our Consolidated Financial Statements in Part II, Item 8 of this 2022 Form 10-K for further discussion.

We aim to increase our strategic relevance with our customers by contributing more to their continued success.

We have a broad portfolio of products that provide complementary processing steps used throughout semiconductor manufacturing.

Our Customer Support Business Group focuses attention on delivering solutions that meet our customers’ technical requirements and productivity needs during the equipment lifecycle.

Throughout the 2021 fiscal year, there was an increase in wafer fabrication equipment spending by semiconductor manufacturers, driven by the robust secular demand for semiconductors in a number of markets including high-performance computing, personal computers, and 5G networks.

Customer demand was strong, and we continued to increase our production output levels as we operated under COVID-19-related safety protocols.

While we have seen improvements in both our own operations and those of our

suppliers, we experienced higher costs of goods sold related to freight and logistics during the year.

Gross margin as a percentage of revenue increased primarily due to customer and product mix as well as lower amortization expense related to intangibles acquired through business combinations, partially offset by lower factory and field utilization.

The increase in gross margin as a percentage of revenue for fiscal year 2020 compared to fiscal year 2019 was primarily due to customer and product mix as well as lower amortization expense related to intangibles acquired through business combinations, partially offset by lower factory and field utilization.

Interest expense increased in fiscal year 2020 compared to fiscal year 2019 primarily due to the full-year impact of the issuance of the $2.5 billion of senior notes in fiscal year 2019 and the issuance of $2.0 billion senior notes in fiscal year 2020.

As of our fiscal year ended June 27, 2021, we continue to record a valuation allowance to offset the entire California deferred tax asset balance due to the single sales factor apportionment resulting in lower taxable income in California.

The valuation allowances were $277 million and $245 million at the end of fiscal years 2021 and 2020, respectively.

If we conclude that it is more likely

| Net income | | | $ | 3,908,458 | |

| Other | | | (17,392) | | |

| | | | $ | 3,588,163 | |

Our off-balance sheet arrangements are presented as purchase obligations in the table.

Our contractual obligations and commitments as of June 27, 2021, relating to these agreements and our guarantees are included in the following table based on their contractual maturity date.

The amounts in the table below exclude $527 million of net liabilities related to uncertain tax positions as we are unable to reasonably estimate the ultimate amount or time of settlement.

See [Note 7](#iea1710d7df124c9a90ad1663dc08c7e4_109) of our Consolidated Financial Statements in Part II, Item 8 of this 2021 Form 10-K for further discussion.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Total | | | | | | Less than 1 Year | | | | | | 1-3 Years | | | | | | 3-5 Years | | | | | | More than 5 Years | | |

| | | | (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating leases | | | $ | 173,150 | | | | | $ | 48,487 | | | | | $ | 55,530 | | | | | $ | 30,505 | | | | | $ | 38,628 | |

| Financing leases | | | 42,648 | | | | | | 11,870 | | | | | | 12,320 | | | | | | 10,214 | | | | | | 8,244 | | |

| Purchase obligations | | | 818,186 | | | | | | 660,201 | | | | | | 114,046 | | | | | | 40,724 | | | | | | 3,215 | | |

| Long-term debt and interest expense | | | 7,903,936 | | | | | | 175,125 | | | | | | 350,250 | | | | | | 1,586,347 | | | | | | 5,792,214 | | |

| One-time transition tax on accumulated unrepatriated foreign earnings (1) | | | 659,954 | | | | | | 69,469 | | | | | | 199,723 | | | | | | 390,762 | | | | | | — | | |

| Other long-term liabilities (2) | | | 280,342 | | | | | | 11,704 | | | | | | 42,079 | | | | | | 9,453 | | | | | | 217,106 | | |

| Total | | | $ | 9,878,216 | | | | | $ | 976,856 | | | | | $ | 773,948 | | | | | $ | 2,068,005 | | | | | $ | 6,059,407 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1)We may choose to apply existing tax credits, thereby reducing the actual cash payment.

(2)Certain tax-related liabilities and post-retirement benefits classified as other non-current liabilities on the Consolidated Balance Sheet are included in the “More than 5 Years” category due to the uncertainty in the timing and amount of future payments.

Additionally, the balance excludes contractual obligations recorded in our Consolidated Balance Sheet as current liabilities and the long-term portion of operating leases.

Operating Leases

We lease most of our administrative and regional sales/service offices as well as certain equipment under non-cancelable operating leases.

Certain of our facility leases for buildings located in Fremont, California; Tualatin, Oregon; and certain other facility leases provide us with an option to extend the leases for additional periods or to purchase the facilities.

Certain of our facility leases provide for periodic rent increases based on the general rate of inflation.

Financing Leases

As of June [removed: 27, 2021,] [added: 26, 2022,] our mutual funds are classified as trading securities.

Any material differences between the cost and fair value of trading securities is recognized as other [removed: expense,] [added: income (expense),] net in our Consolidated Statement of Operations.

[removed: Fixed-Income Securities][added: Fixed-Income Securities]

We target [added: to maintain] a [removed: capital preservation-focused] [added: conservative] investment policy, which focuses on the safety and preservation of our capital by limiting default risk, market risk, reinvestment risk, and concentration risk.

Market changes [removed: reflect immediate] [added: with] hypothetical parallel shifts in the yield curve of plus or minus 50 basis points (“BPS”), 100 BPS, and 150 [removed: BPS] [added: BPS,] with a minimum interest rate of zero [removed: BPS.][added: BPS, are not significant.]

[removed: Long-Term Debt][added: Long-Term Debt]

As of June [removed: 27, 2021,] [added: 26, 2022,] we had $5.0 billion in principal amount of fixed-rate long-term debt outstanding, with a fair value of [removed: $5.6] [added: $4.5] billion.

The fair value of our Notes is subject to interest rate [removed: risk, market risk,] [added: risk] and [removed: other factors due to the convertible feature, as applicable.][added: market risk.]

[removed: Publicly] [added: Publicly] Traded [removed: Securities][added: Securities]

Potential fluctuations in the price of each security in the portfolio of plus or minus 10%, 15%, or 25% [removed: were selected based on potential near-term changes in those security prices.][added: are not significant.]

| [removed: (25)% | | | | | | (15)% | | | | | | (10)%] [added: June 26, 2022] | | | | | | [removed: —%] [added: \= +/- (10%)] | | | | | | [removed: 10%] [added: \= +/- (15%)] | | | | | | [removed: 15%] | | | | | | [removed: 25%] | | | | | |

The change in fair value of these balance sheet hedge contracts is recorded into earnings as a component of other [removed: expense,] [added: income (expense),] net, and offsets the change in fair value of the foreign currency denominated monetary assets and liabilities also recorded in other [removed: expense,] [added: income (expense),] net, assuming the hedge contract fully covers the hedged items.

The notional amount and unrealized gain of our outstanding forward and option contracts that are designated as cash flow hedges, as of June [removed: 27, 2021,] [added: 26, 2022,] are shown in the table below.

| [added: | | |] June [removed: 27, 2021] [added: 26, 2022] | | | | | | \= +/- (10%) | | | | | | \= +/- (15%) | | | | | | | | | | | | | | | [removed: | | |]

| Forward [removed: contracts] [added: contracts, cash flow hedges] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The notional amount and unrealized loss of our outstanding foreign currency forward contracts that are designated as balance sheet hedges, as of June [removed: 27, 2021,] [added: 26, 2022,] are shown in the table below.

These changes in fair values would be offset in other [removed: expense,] [added: income (expense),] net, by corresponding change in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge contract fully covers the intercompany and trade receivable balances.

| Forward contracts, balance sheet [removed: hedge] [added: hedges] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

As of June 26, 2022, our fixed income securities total $135.7 million.

As of June 26, 2022, our publicly traded securities total $95.2 million.

| Sell | | | Japanese yen | | | $ | 541,999 | | | | | $ | 27,396 | | | | | | | | $ | 50,808 | | | | | $ | 76,213 | |

| Buy | | | Euro | | | 150,020 | | | | | | (9,365) | | | | | | | | | 13,927 | | | | | | 20,891 | | |

| Buy | | | Indian rupee | | | 70,768 | | | | | | (630) | | | | | | | | | 7,109 | | | | | | 10,663 | | |

| Buy | | | Korean won | | | 57,220 | | | | | | (4,110) | | | | | | | | | 5,287 | | | | | | 7,930 | | |

| Buy | | | Malaysian ringgit | | | 28,203 | | | | | | 133 | | | | | | | | | 2,793 | | | | | | 4,189 | | |

| | | | | | | | | | | | | $ | 13,424 | | | | | | | | $ | 79,924 | | | | | $ | 119,886 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sell | | | Korean won | | | $ | 322,808 | | | | | $ | 6 | | | | | | | | $ | 32,261 | | | | | $ | 48,391 | |

| Buy | | | Chinese renminbi | | | 64,434 | | | | | | 12 | | | | | | | | | 6,447 | | | | | | 9,671 | | |

| Buy | | | Euro | | | 43,321 | | | | | | (18) | | | | | | | | | 4,324 | | | | | | 6,486 | | |

| Buy | | | Taiwan dollar | | | 33,752 | | | | | | (33) | | | | | | | | | 3,360 | | | | | | 5,041 | | |

| Buy | | | British pound | | | 20,983 | | | | | | (2) | | | | | | | | | 2,097 | | | | | | 3,146 | | |

| Buy | | | Singapore dollar | | | 12,243 | | | | | | (1) | | | | | | | | | 1,224 | | | | | | 1,836 | | |

| Buy | | | Swiss francs | | | 8,841 | | | | | | (3) | | | | | | | | | 883 | | | | | | 1,324 | | |

| Sell | | | Indian rupee | | | 3,060 | | | | | | (4) | | | | | | | | | 307 | | | | | | 460 | | |

| Sell | | | Malaysian ringgit | | | 908 | | | | | | — | | | | | | | | | 91 | | | | | | 136 | | |

| Buy | | | Japanese yen | | | 736 | | | | | | — | | | | | | | | | 74 | | | | | | 111 | | |

| | | | | | | | | | | | | $ | (43) | | | | | | | | $ | 51,068 | | | | | $ | 76,602 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The following table presents the hypothetical fair values of fixed-income securities that would result from selected potential decreases and increases in interest rates.

The hypothetical fair values as of June 27, 2021,were as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Valuation of Securities Given an Interest Rate Decrease of X Basis Points | | | | | | | | | | | | | | | | | | Fair Value as of | | | | | | Valuation of Securities Given an Interest Rate Increase of X Basis Points | | | | | | | | | | | | | | |

| | | | June 27, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (150 BPS) | | | | | | (100 BPS) | | | | | | (50 BPS) | | | | | | —% | | | | | | 50 BPS | | | | | | 100 BPS | | | | | | 150 BPS | | | | | |

| | | | (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. Treasury and agencies | | | $ | 204,944 | | | | | $ | 204,944 | | | | | $ | 204,944 | | | | | $ | 204,792 | | | | | $ | 204,336 | | | | | $ | 203,880 | | | | | $ | 203,424 | |

| Government-sponsored enterprises | | | 3,518 | | | | | | 3,518 | | | | | | 3,518 | | | | | | 3,505 | | | | | | 3,477 | | | | | | 3,449 | | | | | | 3,421 | | |

| Foreign government bonds | | | 33,093 | | | | | | 33,093 | | | | | | 33,093 | | | | | | 33,012 | | | | | | 32,905 | | | | | | 32,798 | | | | | | 32,691 | | |

| Corporate notes and bonds | | | 1,049,766 | | | | | | 1,049,722 | | | | | | 1,049,230 | | | | | | 1,045,098 | | | | | | 1,039,800 | | | | | | 1,034,503 | | | | | | 1,029,206 | | |

| Mortgage backed securities - residential | | | 5,777 | | | | | | 5,753 | | | | | | 5,728 | | | | | | 5,677 | | | | | | 5,619 | | | | | | 5,562 | | | | | | 5,505 | | |

| Mortgage backed securities - commercial | | | 18,977 | | | | | | 18,973 | | | | | | 18,918 | | | | | | 18,788 | | | | | | 18,643 | | | | | | 18,498 | | | | | | 18,353 | | |

| Total | | | $ | 1,316,075 | | | | | $ | 1,316,003 | | | | | $ | 1,315,431 | | | | | $ | 1,310,872 | | | | | $ | 1,304,780 | | | | | $ | 1,298,690 | | | | | $ | 1,292,600 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The following table presents the hypothetical fair values of our publicly traded securities that would result from potential decreases and increases in the price of each security in the portfolio.

The hypothetical fair values as of June 27, 2021, were as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Valuation of Securities Given an X% Decrease in Stock Price | | | | | | | | | | | | | | | | | | Fair Value as of | | | | | | Valuation of Securities Given an X% Increase in Stock Price | | | | | | | | | | | | | | |

| | | | June 27, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mutual funds | | | $ | 72,128 | | | | | $ | 81,745 | | | | | $ | 86,554 | | | | | $ | 96,171 | | | | | $ | 105,788 | | | | | $ | 110,597 | | | | | $ | 120,214 | |

| Sell | | | Japanese yen | | | $ | 560,338 | | | | | $ | 16,432 | | | | | | | | $ | 54,268 | | | | | $ | 81,403 | |

| Buy | | | Euro | | | 146,748 | | | | | | (383) | | | | | | | | | 14,583 | | | | | | 21,874 | | |

| Buy | | | Korean won | | | 145,167 | | | | | | (1,518) | | | | | | | | | 14,363 | | | | | | 21,544 | | |

| Buy | | | Indian rupee | | | 55,364 | | | | | | 657 | | | | | | | | | 5,741 | | | | | | 8,612 | | |

| Buy | | | Malaysian ringgit | | | 41,911 | | | | | | (39) | | | | | | | | | 4,202 | | | | | | 6,302 | | |

| | | | | | | | | | | | | $ | 15,149 | | | | | | | | $ | 93,157 | | | | | $ | 139,735 | |

| Option Contracts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Buy put | | | Japanese yen | | | $ | 35,877 | | | | | $ | 541 | | | | | | | | $ | 3,080 | | | | | $ | 4,457 | |

| Sell call | | | Japanese yen | | | 38,069 | | | | | | (178) | | | | | | | | | 4 | | | | | | — | | |

| | | | | | | | | | | | | $ | 363 | | | | | | | | $ | 3,084 | | | | | $ | 4,457 | |

| | | | June 27, 2021 | | | | | | \= +/- (10%) | | | | | | \= +/- (15%) | | | | | | | | | | | | | | |

| Sell | | | Korean won | | | $ | 220,134 | | | | | $ | 11 | | | | | | | | $ | 22,015 | | | | | $ | 33,022 | |

| Buy | | | Swiss francs | | | 79,859 | | | | | | (10) | | | | | | | | | 7,980 | | | | | | 11,970 | | |

| Buy | | | Chinese renminbi | | | 57,768 | | | | | | 33 | | | | | | | | | 5,789 | | | | | | 8,684 | | |

| Buy | | | Singapore dollar | | | 26,765 | | | | | | 1 | | | | | | | | | 2,677 | | | | | | 4,015 | | |

We believe we are in a strong position with our leadership and [removed: competency] [added: expertise] in deposition, etch, and clean to facilitate some of the most significant innovations in semiconductor device manufacturing.

[removed: Deposition] [added: Deposition] Processes and Product [removed: Families][added: Families]

[removed: *ALTUS*® *Product Family*][added: ALTUS® Product Family]

[removed: *SABRE*® *Product Family*][added: SABRE® Product Family]

[removed: *SOLA*® *Product Family*][added: SOLA® Product Family]

[removed: *SPEED*® *Product Family*][added: SPEED® Product Family]

[removed: *Striker*® *Product Family*][added: Striker® Product Family]

[removed: *VECTOR*® *Product Family*][added: VECTOR® Product Family]

[removed: Etch] [added: Etch] Processes and Product [removed: Families][added: Families]

[removed: *Flex*® *Product Family*][added: Flex® Product Family]

[removed: *Kiyo*® *Product Family*][added: Kiyo® Product Family]

Even a slight variation in these miniature structures can [removed: create an electrical defect that impacts] [added: degrade] device performance.

In fact, these structures are so tiny [added: and sensitive] that etch processes [removed: are pushing] [added: push] the boundaries of the basic laws of physics and chemistry.

Our Kiyo® product family delivers the high-performance capabilities needed to precisely and consistently form these [removed: conductive] features [added: precisely and] with high productivity.

[removed: *Syndion*® *Product Family*][added: Syndion® Product Family]

[removed: *Versys*® *Metal] [added: Versys® Metal] Product [removed: Family*][added: Family]

Superior [removed: CD and] [added: CD,] profile [added: uniformity, and] uniformity [added: control] are enabled by a symmetrical chamber design with independent process tuning features.

[removed: Clean] [added: Clean] Processes and Product [removed: Families][added: Families]

[removed: *Coronus*® *Product Family*][added: Coronus® Product Family]

[removed: *DV-Prime*®*,* *Da Vinci*®, *EOS*®*,] [added: DV-Prime®, Da Vinci®, EOS®,] and SP Series Product [removed: Families*][added: Families]

As the latest of Lam’s wet clean products, EOS® delivers exceptionally low on-wafer defectivity and high throughput to address progressively demanding wafer cleaning [removed: applications, including emerging 3D structures.][added: applications.]

All references to fiscal years apply to our fiscal years, which ended June [added: 26, 2022, June] 27, 2021, [removed: June 28, 2020,] and June [removed: 30, 2019.][added: 28, 2020.]

[removed: International Sales][added: International Sales]

A significant portion of our sales and operations occur outside the United States (“U.S.”) and, therefore, may be subject to certain risks, including but not limited to tariffs and other barriers; difficulties in staffing and managing non-U.S. operations; adverse tax consequences; foreign currency exchange rate fluctuations; changes in currency controls; compliance with U.S. and international laws and regulations, including U.S. export restrictions; [added: the effects of the COVID-19 pandemic] and [added: the related governmental, public health and business responses to it; and] economic and political conditions.

Refer to [Note [removed: 20](#iea1710d7df124c9a90ad1663dc08c7e4_163)] [added: 20](#icede5ff7d7f74911be727e4ff89d480d_142)] of our Consolidated Financial Statements, included in Part II, Item 8 of this [removed: 2021 form] [added: 2022 Form] 10-K, for the attribution of revenue by geographic region.

[removed: Long-lived Assets][added: Long-lived Assets]

Refer to [Note [removed: 20](#iea1710d7df124c9a90ad1663dc08c7e4_163)] [added: 20](#icede5ff7d7f74911be727e4ff89d480d_142)] of our Consolidated Financial Statements, included in Part II, Item 8 of this [removed: 2021] [added: 2022] Form 10-K, for information concerning the geographic locations of long-lived assets.

Refer to [removed: [Note](#iea1710d7df124c9a90ad1663dc08c7e4_118) [9](#iea1710d7df124c9a90ad1663dc08c7e4_118)] [added: [Note 9](#icede5ff7d7f74911be727e4ff89d480d_109)] of our Consolidated Financial Statements, included in Part II, Item 8 of this report, for information concerning customer concentrations.

Our most significant customers during the fiscal years ending June [added: 26, 2022, June] 27, 2021, [removed: June 28, 2020,] and June [removed: 30, 2019] [added: 28, 2020] included Intel Corporation; Kioxia Corporation; Micron Technology, Inc.; Samsung Electronics Company, Ltd.; SK hynix Inc.; Taiwan Semiconductor Manufacturing Company; and Yangtze Memory Technologies Co., Ltd.

These outsourcing contracts [added: may] provide us more flexibility to scale our operations up or down in a timely and cost-effective manner, [removed: enabling] [added: with the potential to enable] us to respond [added: more] quickly to [removed: any] changes in our business.

Refer to [Note [removed: 17](#iea1710d7df124c9a90ad1663dc08c7e4_154)] [added: 17](#icede5ff7d7f74911be727e4ff89d480d_133)] of our Consolidated Financial Statements, included in Part II, Item 8 of this report, for further information concerning our outsourcing commitments, reported as a component of purchase obligations.

[removed: We believe that, in many cases,] [added: In response to ongoing supply chain constraints,] we [removed: could] [added: worked diligently to] obtain and qualify alternative sources to supply these products.

[removed: Nevertheless, any] [added: Any] prolonged inability to obtain these components could have an adverse effect on our operating results and could unfavorably impact our customer relationships.

If we are alleged or found by a court or regulatory agency not to be in compliance with regulations, we may be subject to fines, restrictions on our actions, reputational damage, and harm to our [removed: competitive position, and our business, financial condition, and/or results of operations could be adversely affected.]

[added: For additional] details, please refer to “Legal, Regulatory and Tax Risks – We Are Exposed to Various Risks from Our Regulatory Environment” in [removed: [Item](#iea1710d7df124c9a90ad1663dc08c7e4_16) [1A:] [added: [Item 1A:] Risk [removed: Factors](#iea1710d7df124c9a90ad1663dc08c7e4_16).][added: Factors](#icede5ff7d7f74911be727e4ff89d480d_16).]

For additional details regarding the impacts of compliance with trade laws and regulations, please refer to “Business and Operational Risks – Our Future Success Depends Heavily on International Sales and the Management of Global Operations” and “Legal, Regulatory and Tax Risks – Our Sales to Customers in China, a Region of Growing Significance to Us, Could be Materially and Adversely Affected by Export License Requirements and Other Regulatory Changes, or Other Governmental Actions in the Course of the Trade Relationship Between the U.S. and China” in [Item 1A: Risk [removed: Factors](#iea1710d7df124c9a90ad1663dc08c7e4_16).][added: Factors](#icede5ff7d7f74911be727e4ff89d480d_16).]

For additional details regarding the impacts of compliance with tax laws and regulations, please refer to “Legal, Regulatory and Tax Risks – Our Financial Results May Be Adversely Impacted by Higher than Expected Tax Rates or Exposure to Additional Tax Liabilities” in [Item 1A: Risk [removed: Factors](#iea1710d7df124c9a90ad1663dc08c7e4_16).][added: Factors](#icede5ff7d7f74911be727e4ff89d480d_16).]

For additional details regarding the impacts of regulations on acquisitions or dispositions we may attempt, please refer to “Business and Operational Risks – If We Choose to Acquire or Dispose of Businesses, Product Lines, and Technologies, We May Encounter Unforeseen Costs and Difficulties That Could Impair Our Financial Performance” in [Item 1A: Risk [removed: Factors](#iea1710d7df124c9a90ad1663dc08c7e4_16).][added: Factors](#icede5ff7d7f74911be727e4ff89d480d_16).]

For additional details regarding the impacts of compliance with environmental laws and regulations, please refer to “Legal, Regulatory and Tax Risks – A Failure to Comply with Environmental Regulations May Adversely Affect Our Operating Results” in [Item 1A: Risk [removed: Factors](#iea1710d7df124c9a90ad1663dc08c7e4_16).][added: Factors](#icede5ff7d7f74911be727e4ff89d480d_16).]

Our ability to succeed in the marketplace depends upon our ability to [added: manufacture and ship products on a timeline that meets our customers’ needs,] maintain existing [removed: products] [added: products,] and introduce product enhancements and new products that meet customer requirements on a timely basis.

These processes can also be used to drill through metal hardmasks that are used to form the wiring for advanced devices.

competitive position, and our business, financial condition, and/or results of operations could be adversely affected.

Environmental, Social, and Governance

We strive to incorporate environmental, social and governance ("ESG") considerations into everything we do – from our operations and workplace practices, to how we source our materials and design our products.

Our ESG report for calendar year 2021 details, among other items, a number of ESG goals.

One such goal is to achieve net zero emissions by 2050, which we intend to achieve in part by meeting a number of interim targets related to our environmental impact.

There have been no material impacts to capital expenditures or our results of operations associated with this goal, and there are no material cash commitments associated with the goal as of fiscal year ended June 26, 2022.

Information contained on our website or in our annual ESG Report is not incorporated by reference into this or any other report we file with the Securities and Exchange Commission, or the SEC.

Refer to “Item 1A.

Risk Factors” for a discussion of risks and uncertainties we face related to ESG.

Additionally, several financial benefits were added to support our employees through the pandemic, including, but not limited to, pay

Mr. Archer currently serves on the International Board of Directors for SEMI, the global industry association representing the electronics manufacturing and design supply chain.

Mr. Bettinger currently serves on the SEMI Board of Industry Leaders and the Industrial Advisory Board of the University of Wisconsin School of Engineering.

Dr. Gottscho previously served as executive vice president, Global Products Group beginning in August 2010; and group vice president and

These processes can also be used to drill through metal hardmasks that pattern features too small for conventional masks, allowing continued shrinking of feature dimensions.

For additional

their skills in safety management and communication.

Prior to that , Dr. Lord held

Please refer to the subsection entities “Legal Proceedings” within [Note [removed: 17:](#iea1710d7df124c9a90ad1663dc08c7e4_154) [Commitments](#iea1710d7df124c9a90ad1663dc08c7e4_154) [and Contingencies](#iea1710d7df124c9a90ad1663dc08c7e4_154)] [added: 17: Commitments and Contingencies](#icede5ff7d7f74911be727e4ff89d480d_133)] to our Consolidated Financial Statements included in Part II, Item 8 of this [removed: 2021] [added: 2022] Form 10-K.

For the fiscal year ended June [removed: 27, 2021][added: 26, 2022]

The aggregate market value of the Registrant’s Common Stock, $0.001 par value, held by non-affiliates of the Registrant, as of December [removed: 27, 2020,] [added: 26, 2021,] the last business day of the most recently completed second fiscal quarter, was [removed: $53,314,078,151.][added: $77,032,123,135.]

As of August [removed: 12, 2021,] [added: 22, 2022,] the Registrant had [removed: 141,953,681] [added: 136,987,792] outstanding shares of Common Stock.

Parts of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders expected to be held on or about November 8, [removed: 2021,] [added: 2022,] are incorporated by reference into Part III of this Form 10-K.

[removed: 2021] [added: 2022] ANNUAL REPORT ON FORM 10-K

| Item 1. | | | [removed: [Business](#iea1710d7df124c9a90ad1663dc08c7e4_13)] [added: [Business](#icede5ff7d7f74911be727e4ff89d480d_13)] | | | [removed: [3](#iea1710d7df124c9a90ad1663dc08c7e4_13)] [added: [3](#icede5ff7d7f74911be727e4ff89d480d_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#iea1710d7df124c9a90ad1663dc08c7e4_16)] [added: Factors](#icede5ff7d7f74911be727e4ff89d480d_16)] | | | [removed: [12](#iea1710d7df124c9a90ad1663dc08c7e4_16)] [added: [12](#icede5ff7d7f74911be727e4ff89d480d_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#iea1710d7df124c9a90ad1663dc08c7e4_19)] [added: Comments](#icede5ff7d7f74911be727e4ff89d480d_19)] | | | [removed: [23](#iea1710d7df124c9a90ad1663dc08c7e4_19)] [added: [24](#icede5ff7d7f74911be727e4ff89d480d_19)] | | |

| Item 2. | | | [removed: [Properties](#iea1710d7df124c9a90ad1663dc08c7e4_22)] [added: [Properties](#icede5ff7d7f74911be727e4ff89d480d_22)] | | | [removed: [23](#iea1710d7df124c9a90ad1663dc08c7e4_22)] [added: [24](#icede5ff7d7f74911be727e4ff89d480d_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#iea1710d7df124c9a90ad1663dc08c7e4_25)] [added: Proceedings](#icede5ff7d7f74911be727e4ff89d480d_25)] | | | [removed: [24](#iea1710d7df124c9a90ad1663dc08c7e4_25)] [added: [24](#icede5ff7d7f74911be727e4ff89d480d_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#iea1710d7df124c9a90ad1663dc08c7e4_28)] [added: Disclosures](#icede5ff7d7f74911be727e4ff89d480d_28)] | | | [removed: [24](#iea1710d7df124c9a90ad1663dc08c7e4_28)] [added: [24](#icede5ff7d7f74911be727e4ff89d480d_28)] | | |

| [Part [removed: II.](#iea1710d7df124c9a90ad1663dc08c7e4_31)] [added: II.](#icede5ff7d7f74911be727e4ff89d480d_31)] | | | | | | | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iea1710d7df124c9a90ad1663dc08c7e4_34)] [added: Securities](#icede5ff7d7f74911be727e4ff89d480d_34)] | | | [removed: [25](#iea1710d7df124c9a90ad1663dc08c7e4_34)] [added: [25](#icede5ff7d7f74911be727e4ff89d480d_34)] | | |

| Item 6. | | | [removed: \[[Reserved](#iea1710d7df124c9a90ad1663dc08c7e4_37)\]] [added: \[[Reserved](#icede5ff7d7f74911be727e4ff89d480d_37)\]] | | | [removed: [27](#iea1710d7df124c9a90ad1663dc08c7e4_37)] [added: [28](#icede5ff7d7f74911be727e4ff89d480d_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iea1710d7df124c9a90ad1663dc08c7e4_40)] [added: Operations](#icede5ff7d7f74911be727e4ff89d480d_40)] | | | [removed: [27](#iea1710d7df124c9a90ad1663dc08c7e4_43)] [added: [28](#icede5ff7d7f74911be727e4ff89d480d_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iea1710d7df124c9a90ad1663dc08c7e4_55)] [added: Risk](#icede5ff7d7f74911be727e4ff89d480d_55)] | | | [removed: [37](#iea1710d7df124c9a90ad1663dc08c7e4_55)] [added: [35](#icede5ff7d7f74911be727e4ff89d480d_55)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#iea1710d7df124c9a90ad1663dc08c7e4_58)] [added: Data](#icede5ff7d7f74911be727e4ff89d480d_58)] | | | [removed: [40](#iea1710d7df124c9a90ad1663dc08c7e4_58)] [added: [38](#icede5ff7d7f74911be727e4ff89d480d_58)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iea1710d7df124c9a90ad1663dc08c7e4_169)] [added: Disclosure](#icede5ff7d7f74911be727e4ff89d480d_148)] | | | [removed: [77](#iea1710d7df124c9a90ad1663dc08c7e4_169)] [added: [74](#icede5ff7d7f74911be727e4ff89d480d_148)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#iea1710d7df124c9a90ad1663dc08c7e4_172)] [added: Procedures](#icede5ff7d7f74911be727e4ff89d480d_151)] | | | [removed: [77](#iea1710d7df124c9a90ad1663dc08c7e4_172)] [added: [74](#icede5ff7d7f74911be727e4ff89d480d_151)] | | |

| Item 9B. | | | [Other [removed: Information](#iea1710d7df124c9a90ad1663dc08c7e4_175)] [added: Information](#icede5ff7d7f74911be727e4ff89d480d_154)] | | | [removed: [77](#iea1710d7df124c9a90ad1663dc08c7e4_175)] [added: [74](#icede5ff7d7f74911be727e4ff89d480d_154)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#iea1710d7df124c9a90ad1663dc08c7e4_2116)] [added: Inspection](#icede5ff7d7f74911be727e4ff89d480d_157)] | | | [removed: [77](#iea1710d7df124c9a90ad1663dc08c7e4_2116)] [added: [74](#icede5ff7d7f74911be727e4ff89d480d_157)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iea1710d7df124c9a90ad1663dc08c7e4_181)] [added: Governance](#icede5ff7d7f74911be727e4ff89d480d_163)] | | | [removed: [78](#iea1710d7df124c9a90ad1663dc08c7e4_181)] [added: [75](#icede5ff7d7f74911be727e4ff89d480d_163)] | | |

| Item 11. | | | [Executive [removed: Compensation](#iea1710d7df124c9a90ad1663dc08c7e4_184)] [added: Compensation](#icede5ff7d7f74911be727e4ff89d480d_166)] | | | [removed: [78](#iea1710d7df124c9a90ad1663dc08c7e4_184)] [added: [75](#icede5ff7d7f74911be727e4ff89d480d_166)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iea1710d7df124c9a90ad1663dc08c7e4_187)] [added: Matters](#icede5ff7d7f74911be727e4ff89d480d_169)] | | | [removed: [78](#iea1710d7df124c9a90ad1663dc08c7e4_187)] [added: [75](#icede5ff7d7f74911be727e4ff89d480d_169)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iea1710d7df124c9a90ad1663dc08c7e4_190)] [added: Independence](#icede5ff7d7f74911be727e4ff89d480d_172)] | | | [removed: [78](#iea1710d7df124c9a90ad1663dc08c7e4_190)] [added: [75](#icede5ff7d7f74911be727e4ff89d480d_172)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#iea1710d7df124c9a90ad1663dc08c7e4_193)] [added: Services](#icede5ff7d7f74911be727e4ff89d480d_175)] | | | [removed: [78](#iea1710d7df124c9a90ad1663dc08c7e4_193)] [added: [75](#icede5ff7d7f74911be727e4ff89d480d_175)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#iea1710d7df124c9a90ad1663dc08c7e4_199)] [added: Schedules](#icede5ff7d7f74911be727e4ff89d480d_181)] | | | [removed: [79](#iea1710d7df124c9a90ad1663dc08c7e4_199)] [added: [76](#icede5ff7d7f74911be727e4ff89d480d_181)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#iea1710d7df124c9a90ad1663dc08c7e4_2123)] [added: Summary](#icede5ff7d7f74911be727e4ff89d480d_184)] | | | [removed: [79](#iea1710d7df124c9a90ad1663dc08c7e4_2123)] [added: [76](#icede5ff7d7f74911be727e4ff89d480d_184)] | | |

Forward-looking statements include but are not limited to statements that relate to: trends and opportunities in the global economic [removed: environment] [added: environment; trends] and [added: opportunities in] the semiconductor [removed: industry;] [added: industry, including in] the [added: end markets and applications for semiconductors, and in device complexity; growth or decline in the industry and the market for, and spending on, wafer fabrication equipment; the] anticipated levels of, and rates of change in, margins, market share, served addressable market, capital expenditures, research and development expenditures, international sales, revenue (actual and/or deferred), operating expenses and earnings generally; management’s plans and objectives for our current and future operations and business focus; volatility in our quarterly results; [added: the makeup of our] customer [added: base; customer] and end user requirements and our ability to satisfy those requirements; customer [removed: capital] spending and [removed: their] demand for our products and services, and the reliability of indicators of change in customer spending and demand; the effect of variability in our customers’ business plans or demand for our [removed: equipment and services; changes in demand for our] products and [removed: in our market share resulting from, among other things, any changes in our customers’ proportion of capital expenditure (with respect to certain technology inflections); hedging transactions; debt or financing arrangements;] [added: services;] our competition, and our ability to defend our market share and to gain new market share; [removed: our ability to obtain and qualify alternative sources of supply; changes in state, federal and international tax laws, our estimated annual tax rate and] the [removed: factors that affect our tax rates; anticipated growth or decline in the industry and the total market for wafer fabrication equipment, our growth relative thereto and the resulting impact on us from such growth or decline; the] success of joint development and collaboration relationships with customers, suppliers, or others; outsourced activities; [added: our supply chain and] the role of [removed: component] suppliers in our [removed: business;] [added: business, including the impacts of supply chain constraints and material costs;] our leadership and competency, and our ability to facilitate innovation; our [added: research and development programs, our] ability to [removed: continue to, including the underlying factors that,] create sustainable differentiation; [added: technology inflections in] the [added: industry and our ability to identify those inflections and to invest in research and development programs to meet them; our ability to deliver multi-product solutions; the] resources invested to comply with evolving standards and the impact of such efforts; [added: changes in state, federal and international tax laws, our estimated annual tax rate and the factors that affect our tax rates;] legal and regulatory compliance; the estimates we make, and the accruals we record, in order to implement our critical accounting policies (including but not limited to the adequacy of prior tax payments, future tax benefits or liabilities, and the adequacy of our accruals relating to them); [added: hedging transactions; debt or financing arrangements;] our investment portfolio; our access to capital markets; uses of, payments of, and impact of interest rate fluctuations on, our debt; our intention to pay quarterly dividends and the amounts thereof, if any*;* our ability and intention to repurchase our shares; credit risks; controls and procedures; recognition or amortization of expenses; our ability to manage and grow our cash position; our strategic relevance with our customers; our ability to scale our operations to respond to changes in our business; the value of our patents; the materiality of potential losses arising from legal proceedings; the probability of making payments under our guarantees; the impact of the COVID-19 pandemic, and the sufficiency of our financial resources or liquidity to support future business activities (including but not limited to operations, investments, debt service requirements, dividends, and capital expenditures).

| [Part I.](#icede5ff7d7f74911be727e4ff89d480d_10) | | | | | | | | |

| [Part III.](#icede5ff7d7f74911be727e4ff89d480d_160) | | | | | | | | |

| [Part IV.](#icede5ff7d7f74911be727e4ff89d480d_178) | | | | | | | | |

| [Exhibit Index](#icede5ff7d7f74911be727e4ff89d480d_187) | | | | | | [77](#icede5ff7d7f74911be727e4ff89d480d_187) | | |

| [Signatures](#icede5ff7d7f74911be727e4ff89d480d_190) | | | | | | [80](#icede5ff7d7f74911be727e4ff89d480d_190) | | |

| [Part I.](#iea1710d7df124c9a90ad1663dc08c7e4_10) | | | | | | | | |

| [Part III.](#iea1710d7df124c9a90ad1663dc08c7e4_178) | | | | | | | | |

| [Part IV.](#iea1710d7df124c9a90ad1663dc08c7e4_196) | | | | | | | | |

| [Exhibit Index](#iea1710d7df124c9a90ad1663dc08c7e4_202) | | | | | | [80](#iea1710d7df124c9a90ad1663dc08c7e4_202) | | |

| [Signatures](#iea1710d7df124c9a90ad1663dc08c7e4_205) | | | | | | [83](#iea1710d7df124c9a90ad1663dc08c7e4_205) | | |

Our executive offices and principal operating and R&D facilities are located in Fremont and Livermore, California; Tualatin, Oregon; [added: Yongin, Gyeonggi Province, Korea;] and Villach, Austria.

In addition, we lease or own properties for our service, technical support, and sales personnel throughout the United States, China, Europe, India, Japan, Korea, Southeast Asia, and Taiwan and lease or own manufacturing facilities located in California, Ohio, Oregon, Austria, [removed: Korea] [added: Korea, Malaysia,] and Taiwan.

In [removed: 2020, we announced the establishment of a] [added: July 2021, our] new [removed: owned] advanced technology production facility in Malaysia [removed: and the facility] began [removed: production in July 2021.][added: production.]

[added: The Company owns] two properties in Fremont, as well as the majority of the Tualatin facilities.

The Villach facilities are held under finance leases expiring in calendar year 2021.

The Company owns

Our Common Stock is traded on the Nasdaq Global Select MarketSM under the symbol “LRCX.” As of August [removed: 12, 2021,] [added: 22, 2022,] we had [removed: 476] [added: 462] stockholders of record.

During fiscal year [removed: 2021,] [added: 2022,] our quarterly dividend declared was [removed: $1.30] [added: $1.50] per share.

In [removed: November 2020,] [added: May 2022,] the Board of Directors authorized management to repurchase up to an additional $5.0 billion of Common Stock; this authorization supplements the remaining balance from any prior authorization.

[removed: Accelerated] [added: Accelerated] Share Repurchase [removed: Agreements][added: Agreements]

On February [removed: 11, 2021,] [added: 15, 2022,] we entered into an accelerated share repurchase agreement (the "February [removed: 2021] [added: 2022] ASR") with [removed: a] [added: two] financial [removed: institution] [added: institutions] to repurchase a total of [removed: $500] [added: $600] million of Common Stock.

We took an initial delivery of approximately [removed: 655] [added: 758] thousand shares, which represented 75% of the prepayment amount divided by our closing stock price on February [removed: 11, 2021.][added: 15, 2022.]

The total number of shares received under the February [removed: 2021] [added: 2022] ASR was based upon the average daily volume weighted average price of our Common Stock during the repurchase period, less an agreed upon discount.

Final settlement of the February [removed: 2021] [added: 2022] ASR occurred [removed: during] [added: in] May [removed: 2021,] [added: 2022,] resulting in the receipt of approximately [removed: 213] [added: 438] thousand additional shares, which yielded a weighted-average share price of [removed: approximately $575.74] [added: $502.06] for the transaction period.

| [removed: Period] [added: Period] | | | Total Number of Shares Repurchased (1) | | | | | | Average Price Paid per Share(2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Amount Available Under Repurchase Program | | |

| [removed: May 24, 2021 -] [added: Available balance as of] June 27, 2021 | | | [removed: 377] | | | | | | [removed: $] | [removed: 639.02] | | | | | [removed: 375] | | | | | | [removed: 4,222,220] [added: $] | [added: 4,222,220] | |

(1)During the fiscal year ended June [removed: 27, 2021,] [added: 26, 2022,] we acquired [removed: 290] [added: 253] thousand shares at a total cost of [removed: $166.4] [added: $138.1] million which we withheld through net share settlements to cover minimum tax withholding obligations upon the vesting of restricted stock unit awards granted under our equity compensation plans.

(3)Average price paid per share presented is for the quarter ended June [removed: 27, 2021.][added: 26, 2022.]

The graph tracks the performance of a $100 investment in our Common Stock and in each of the indices (with the reinvestment of all dividends) for the five years ended June [removed: 27, 2021.][added: 26, 2022.]

[removed: ][added: ]

*$100 invested on June [removed: 26, 2016] [added: 25, 2017] in stock or June 30, [removed: 2016] [added: 2017] in index, including reinvestment of dividends.

Copyright © [removed: 2021] [added: 2022] Standard & Poor’s, a division of S&P Global.

| | | | June [removed: 26, 2016 | | | | | | June] 25, 2017 | | | | | | June 24, 2018 | | | | | | June 30, 2019 | | | | | | June 28, 2020 | | | | | | June 27, 2021 | | | [added: | | | June 26, 2022 | | |]

| Philadelphia Semiconductor Sector Total Return Index | | | $ | 100.00 | | | | | $ | [removed: 152.21] [added: 129.11] | | | | | $ | [removed: 196.53] [added: 146.29] | | | | | $ | [removed: 222.68] [added: 203.84] | | | | | $ | [removed: 310.27] [added: 346.16] | | | | | $ | [removed: 526.91] [added: 267.91] | |

On June 2, 2022, we entered into an accelerated share repurchase agreement (the "June 2022 ASR") with two financial institutions to repurchase a total of $500 million of Common Stock.

We took an initial delivery of approximately 717 thousand shares, which represented 75% of the prepayment amount divided by our closing stock price on June 2, 2022.

The total number of shares received under the June 2022 ASR will be based upon the average daily volume weighted average price of our Common Stock during the repurchase period, less an agreed upon discount.

Final settlement of the June 2022 ASR will occur between August 18, 2022 and November 4, 2022.

On August 31, 2021, we entered into an accelerated share repurchase agreement (the “August 2021 ASR") with two financial institutions to repurchase a total of $650 million of Common Stock.

We took an initial delivery of approximately 806 thousand shares, which represented 75% of the prepayment amount divided by our closing stock price on August 31, 2021.

The total number of shares received under the August 2021 ASR was based upon the average daily volume weighted average price of our Common Stock during the repurchase period, less an agreed upon discount.

Final settlement of the August 2021 ASR occurred in January 2022, resulting in the receipt of approximately 265 thousand additional shares, which yielded a weighted-average share price of $606.71 for the transaction period.

| Quarter ended September 26, 2021 | | | 1,737 | | | | | | $ | 608.89 | | | | | 1,725 | | | | | | 3,012,476 | | |

| Quarter ended December 26, 2021 | | | 685 | | | | | | $ | 634.51 | | | | | 677 | | | | | | 2,582,493 | | |

| Quarter ended March 27, 2022 | | | 2,231 | | | | | | $ | 597.66 | | | | | 2,007 | | | | | | 1,382,287 | | |

| March 28, 2022 - April 24, 2022 | | | 3 | | | | | | $ | 482.67 | | | | | — | | | | | | 1,382,287 | | |

| Board authorization, $5.0 billion, May 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | 6,382,287 | | |

| April 25, 2022 - May 22, 2022 | | | 903 | | | | | | $ | 470.86 | | | | | 900 | | | | | | 6,164,869 | | |

| May 23, 2022 - June 26, 2022 | | | 1,015 | | | | | | $ | 507.47 | | | | | 1,012 | | | | | | 5,514,636 | | |

| Total | | | 6,574 | | | | | | $ | 485.14 | | (3) | | | 6,321 | | | | | | $ | 5,514,636 | |

| Lam Research Corporation | | | $ | 100.00 | | | | | $ | 116.63 | | | | | $ | 128.74 | | | | | $ | 211.10 | | | | | $ | 444.69 | | | | | $ | 321.08 | |

| Nasdaq Composite Total Return Index | | | $ | 100.00 | | | | | $ | 123.60 | | | | | $ | 133.22 | | | | | $ | 169.11 | | | | | $ | 245.60 | | | | | $ | 188.07 | |

| S&P 500 (TR) Index | | | $ | 100.00 | | | | | $ | 114.37 | | | | | $ | 126.29 | | | | | $ | 135.77 | | | | | $ | 191.15 | | | | | $ | 170.86 | |

| Available balance as of June 28, 2020 | | | | | | | | | | | | | | | | | | | | | $ | 1,773,427 | |

| Quarter ended September 27, 2020 | | | 1,359 | | | | | | $ | 343.71 | | | | | 1,344 | | | | | | 1,311,429 | | |

| Quarter ended December 27, 2020 | | | 1,797 | | | | | | $ | 405.00 | | | | | 1,789 | | | | | | 5,586,944 | | |

| Quarter ended March 28, 2021 | | | 1,731 | | | | | | $ | 536.75 | | | | | 1,474 | | | | | | 4,661,845 | | |

| March 29, 2021 - April 25, 2021 | | | 3 | | | | | | $ | 637.73 | | | | | — | | | | | | 4,661,845 | | |

| April 26, 2021 - May 23, 2021 | | | 552 | | | | | | $ | 598.19 | | | | | 547 | | | | | | 4,461,850 | | |

| Total (3) | | | 5,819 | | | | | | $ | 619.80 | | | | | 5,529 | | | | | | $ | 4,222,220 | |

| Lam Research Corporation | | | $ | 100.00 | | | | | $ | 187.10 | | | | | $ | 218.21 | | | | | $ | 240.87 | | | | | $ | 394.96 | | | | | $ | 831.99 | |

| Nasdaq Composite Total Return Index | | | $ | 100.00 | | | | | $ | 128.30 | | | | | $ | 158.57 | | | | | $ | 170.91 | | | | | $ | 216.96 | | | | | $ | 315.10 | |

| S&P 500 (TR) Index | | | $ | 100.00 | | | | | $ | 117.90 | | | | | $ | 134.84 | | | | | $ | 148.89 | | | | | $ | 160.06 | | | | | $ | 225.36 | |

The Company has elected to early adopt the amendments to Items 301 and 302 of Regulation S-K contained in SEC Release No. 33-10890.

As a result, the disclosure previously provided in Part II, Item 6 is no longer required.

There were no retrospective changes to the Consolidated Statements of Operations for any quarters in the two most recent fiscal years that would require disclosure under Item 302, as amended.

[removed: Index] [added: Index] to Consolidated Financial [removed: Statements][added: Statements]

| Consolidated Statements of Operations — Years Ended June [added: 26, 2022, June] 27, 2021, [removed: June 28, 2020,] and June [removed: 30, 2019] [added: 28, 2020] | | | [removed: [41](#iea1710d7df124c9a90ad1663dc08c7e4_61)] [added: [39](#icede5ff7d7f74911be727e4ff89d480d_61)] | | |

| Consolidated Statements of Comprehensive Income — Years Ended June [added: 26, 2022, June] 27, 2021, [removed: June 28, 2020,] and June [removed: 30, 2019] [added: 28, 2020] | | | [removed: [42](#iea1710d7df124c9a90ad1663dc08c7e4_64)] [added: [40](#icede5ff7d7f74911be727e4ff89d480d_64)] | | |

| Consolidated Balance Sheets — June [removed: 27, 2021,] [added: 26, 2022,] and June [removed: 28, 2020] [added: 27, 2021] | | | [removed: [43](#iea1710d7df124c9a90ad1663dc08c7e4_67)] [added: [41](#icede5ff7d7f74911be727e4ff89d480d_67)] | | |

| Consolidated Statements of Cash Flows — Years Ended June [added: 26, 2022, June] 27, 2021, [removed: June 28, 2020,] and June [removed: 30, 2019] [added: 28, 2020] | | | [removed: [44](#iea1710d7df124c9a90ad1663dc08c7e4_73)] [added: [42](#icede5ff7d7f74911be727e4ff89d480d_70)] | | |

| Consolidated Statements of Stockholders’ Equity — Years Ended June [added: 26, 2022, June] 27, 2021, [removed: June 28, 2020,] and June [removed: 30, 2019] [added: 28, 2020] | | | [removed: [46](#iea1710d7df124c9a90ad1663dc08c7e4_76)] [added: [44](#icede5ff7d7f74911be727e4ff89d480d_73)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [47](#iea1710d7df124c9a90ad1663dc08c7e4_82)] [added: [45](#icede5ff7d7f74911be727e4ff89d480d_79)] | | |

| Reports of Independent Registered Public Accounting Firm [added: (PCAOB ID: 42)] | | | [removed: [74](#iea1710d7df124c9a90ad1663dc08c7e4_166)] [added: [71](#icede5ff7d7f74911be727e4ff89d480d_145)] | | |

| June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | | | | | June [removed: 30, 2019] [added: 28, 2020] | | | | | |

| Revenue | | | $ | [removed: 14,626,150] [added: 17,227,039] | | | | | $ | [removed: 10,044,736] [added: 14,626,150] | | | | | $ | [removed: 9,653,559] [added: 10,044,736] | |

| Cost of goods sold | | | [removed: 7,820,844] [added: 9,355,232] | | | | | | [removed: 5,436,043] [added: 7,820,844] | | | | | | [removed: 5,295,100] [added: 5,436,043] | | |

| Gross margin | | | [removed: 6,805,306] [added: 7,871,807] | | | | | | [removed: 4,608,693] [added: 6,805,306] | | | | | | [removed: 4,358,459] [added: 4,608,693] | | |

| Research and development | | | [removed: 1,493,408] [added: 1,604,248] | | | | | | [removed: 1,252,412] [added: 1,493,408] | | | | | | [removed: 1,191,320] [added: 1,252,412] | | |

| Selling, general, and administrative | | | [removed: 829,875] [added: 885,737] | | | | | | [removed: 682,479] [added: 829,875] | | | | | | [removed: 702,407] [added: 682,479] | | |

| Total operating expenses | | | [removed: 2,323,283] [added: 2,489,985] | | | | | | [removed: 1,934,891] [added: 2,323,283] | | | | | | [removed: 1,893,727] [added: 1,934,891] | | |

| Operating income | | | [removed: 4,482,023] [added: 5,381,822] | | | | | | [removed: 2,673,802] [added: 4,482,023] | | | | | | [removed: 2,464,732] [added: 2,673,802] | | |

| Other [removed: expense,] [added: income (expense),] net | | | [removed: (111,219)] [added: (188,708)] | | | | | | [removed: (98,824)] [added: (111,219)] | | | | | | [removed: (18,161)] [added: (98,824)] | | |

| Income before income taxes | | | [removed: 4,370,804] [added: 5,193,114] | | | | | | [removed: 2,574,978] [added: 4,370,804] | | | | | | [removed: 2,446,571] [added: 2,574,978] | | |

| Income tax expense | | | [removed: (462,346)] [added: (587,828)] | | | | | | [removed: (323,225)] [added: (462,346)] | | | | | | [removed: (255,141)] [added: (323,225)] | | |

| Net income | | | $ | [removed: 3,908,458] [added: 4,605,286] | | | | | $ | [removed: 2,251,753] [added: 3,908,458] | | | | | $ | [removed: 2,191,430] [added: 2,251,753] | |

| Basic | | | $ | [removed: 27.22] [added: 32.92] | | | | | $ | [removed: 15.55] [added: 27.22] | | | | | $ | [removed: 14.37] [added: 15.55] | |

| Diluted | | | $ | [removed: 26.90] [added: 32.75] | | | | | $ | [removed: 15.10] [added: 26.90] | | | | | $ | [removed: 13.70] [added: 15.10] | |

| Basic | | | [removed: 143,609] [added: 139,899] | | | | | | [removed: 144,814] [added: 143,609] | | | | | | [removed: 152,478] [added: 144,814] | | |

| Diluted | | | [removed: 145,320] [added: 140,628] | | | | | | [removed: 149,090] [added: 145,320] | | | | | | [removed: 159,915] [added: 149,090] | | |

| June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | | | | | June [removed: 30, 2019] [added: 28, 2020] | | | | | |

| Net income | | | $ | [removed: 3,908,458] [added: 4,605,286] | | | | | $ | [removed: 2,251,753] [added: 3,908,458] | | | | | $ | [removed: 2,191,430] [added: 2,251,753] | |

| Foreign currency translation adjustment | | | [removed: 14,398] [added: (50,342)] | | | | | | [removed: (6,441)] [added: 14,398] | | | | | | [removed: (6,648)] [added: (6,441)] | | |

| Net unrealized gains (losses) during the period | | | [removed: 22,139] [added: 30,849] | | | | | | [removed: (30,603)] [added: 22,139] | | | | | | [removed: 2,461] [added: (30,603)] | | |

| Net (gains) losses reclassified into net income | | | [removed: (3,468)] [added: (29,054)] | | | | | | [removed: 2,137] [added: (3,468)] | | | | | | [removed: (2,749)] [added: 2,137] | | |

| | | | [removed: 18,671] [added: 1,795] | | | | | | [removed: (28,466)] [added: 18,671] | | | | | | [removed: (288)] [added: (28,466)] | | |

| Net unrealized (losses) gains during the period | | | [removed: (4,098)] [added: (4,638)] | | | | | | [removed: 1,842] [added: (4,098)] | | | | | | [removed: 3,535] [added: 1,842] | | |

| Net losses [removed: (gains)] reclassified into net income | | | [removed: 786] [added: 1,390] | | | | | | [removed: 935] [added: 786] | | | | | | [removed: (199)] [added: 935] | | |

| | | | [removed: (3,312)] [added: (3,248)] | | | | | | [removed: 2,777] [added: (3,312)] | | | | | | [removed: 3,336] [added: 2,777] | | |

| Defined benefit plans, net change in unrealized component | | | [removed: 326] [added: 5,941] | | | | | | [removed: 1,949] [added: 326] | | | | | | [removed: (2,981)] [added: 1,949] | | |

| Other comprehensive income (loss), net of tax | | | [removed: 30,083] [added: (45,854)] | | | | | | [removed: (30,181)] [added: 30,083] | | | | | | [removed: (6,581)] [added: (30,181)] | | |

| Comprehensive income | | | $ | [removed: 3,938,541] [added: 4,559,432] | | | | | $ | [removed: 2,221,572] [added: 3,938,541] | | | | | $ | [removed: 2,184,849] [added: 2,221,572] | |

| [added: June 26, 2022] | | | [added: | | |] June 27, 2021 | | | | | | June 28, 2020 | | | [added: | | |]

| Cash and cash equivalents | | | $ | [added: 3,522,001 | | | | | $ |] 4,418,263 | | | | | $ | 4,915,172 | |

| Investments | | | [removed: 1,310,872] [added: 135,731] | | | | | | [removed: 1,795,080] [added: 1,310,872] | | |

| Accounts receivable, less allowance of [removed: $5,255] [added: $5,606] as of June [removed: 27, 2021] [added: 26, 2022] and [removed: $5,465] [added: $5,255] as of June [removed: 28, 2020] [added: 27, 2021] | | | [removed: 3,026,430] [added: 4,313,818] | | | | | | [removed: 2,097,099] [added: 3,026,430] | | |

There were no retrospective changes to the Consolidated Statements of Operation for any quarters in the two most recent fiscal years that would require disclosure under Item 302 of Regulation S-K.

| Restricted cash and investments | | | 251,534 | | | | | | 252,487 | | |

| Issuance of common stock | | | 795 | | | | | | $ | 1 | | | | | $ | 5,681 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 5,682 | |

| Purchase of treasury stock | | | (6,574) | | | | | | (7) | | | | | | — | | | | | | (3,845,697) | | | | | | — | | | | | | — | | | | | | (3,845,704) | | |

| Reissuance of treasury stock | | | 253 | | | | | | — | | | | | | 97,209 | | | | | | 10,969 | | | | | | — | | | | | | — | | | | | | 108,178 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,605,286 | | | | | | 4,605,286 | | |

| Balance at June 26, 2022 | | | 136,975 | | | | | | $ | 137 | | | | | $ | 7,414,916 | | | | | $ | (19,481,429) | | | | | $ | (109,982) | | | | | $ | 18,454,724 | | | | | $ | 6,278,366 | |

Reclassification: Certain amounts for the fiscal year 2021 footnotes have been reclassified to conform to the fiscal year 2022 presentation.

In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which requires business entities to make annual disclosures, including the nature of transactions and the related accounting policy used to account for the transactions, significant terms and conditions, and line items affected, about transactions with a government (including government assistance) that are accounted for by analogizing to a grant or contribution accounting model.

The guidance is effective for financial statements issued for annual periods beginning after December 15, 2021, with early adoption permitted.

The guidance may be applied either prospectively to all in-scope transactions at the date of initial application or retrospectively.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair values; it also requires additional disclosures, including the nature and remaining duration of such restrictions.

The guidance is effective for financial statements issued for annual periods beginning after December 15, 2023, with early adoption permitted.

The Company is required to adopt this standard prospectively in the first quarter of fiscal year 2025 for the annual reporting period ending June 29, 2025.

| Deferred revenue | | | $ | 2,014,210 | | | | | $ | 160,266 | | (1) | | | $ | 23,623 | | (1) | | | $ | 2,198,099 | |

Refer to [Note 20 - Segment, Geographic Information, and Major Customers](#icede5ff7d7f74911be727e4ff89d480d_142); for additional information

As of the date of stockholder approval 19,232,068 authorized shares were available for issuance under the Plan; as of June 26, 2022, 8,038,265 shares remain available for future issuance to satisfy stock option exercises and vesting of awards.

| Granted | | | 606 | | | | | | 518.45 | | |

| Vested | | | (747) | | | | | | 261.38 | | |

| Outstanding, June 26, 2022 | | | 1,101 | | | | | | $ | 475.33 | |

Interest expense in the year ended June 26, 2022, decreased compared to the year ended June 27, 2021, primarily due to the payoff of $800 million of senior notes in June 2021.

| Finance lease assets | | | 35,754 | | | | | | 35,600 | | |

| Intangible assets | | | 889 | | | | | | — | | |

| Gross deferred tax assets | | | 1,102,922 | | | | | | 772,027 | | |

| Net deferred tax assets | | | 794,198 | | | | | | 494,894 | | |

| Capital assets | | | (114,644) | | | | | | (81,412) | | |

| Finance lease liabilities | | | (52,379) | | | | | | (50,683) | | |

| Other | | | (2,395) | | | | | | (1,369) | | |

| Gross deferred tax liabilities | | | (233,501) | | | | | | (187,300) | | |

Effective from fiscal year 2022, the Company has a 15-year tax incentive ruling in Malaysia for one of its foreign subsidiaries.

The statutory tax rate in Malaysia is 24%.

The tax incentive provides exemptions on foreign income earned and is contingent upon meeting certain conditions.

The Company expects to apply for renewals upon expiration.

The impact of the tax incentive decreased worldwide taxes by approximately $574.7 million for fiscal year 2022.

The benefit of the tax incentive on diluted earnings per share was approximately $4.09 in fiscal year 2022.

On August 16, 2022, the Inflation Reduction Act was signed into law.

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

The IRA includes a new 15% corporate minimum tax.

The Company is in the process of evaluating the potential impacts of the IRA.

The impact on income taxes due to changes in legislation is required under the authoritative guidance of ASC 740, Income Taxes, to be recognized in the period in which the law is enacted.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Temporary equity, convertible notes | | | — | | | | | | 10,995 | | |

| | | | | | | | | | | | |

| Net (repayment) from commercial paper | | | — | | | | | | — | | | | | | (361,754) | | |

| Restricted cash and cash equivalents | | | 252,487 | | | | | | 253,911 | | | | | | 255,177 | | |

| Balance at June 24, 2018 | | | 156,892 | | | | | | $ | 157 | | | | | $ | 6,144,425 | | | | | $ | (7,846,476) | | | | | $ | (57,449) | | | | | $ | 8,261,194 | | | | | $ | 6,501,851 | |

| Issuance of common stock | | | 1,090 | | | | | | 1 | | | | | | 6,812 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,813 | | |

| Purchase of treasury stock | | | (21,059) | | | | | | (21) | | | | | | — | | | | | | (3,780,503) | | | | | | — | | | | | | — | | | | | | (3,780,524) | | |

| Reissuance of treasury stock | | | 622 | | | | | | — | | | | | | 53,555 | | | | | | 24,406 | | | | | | — | | | | | | — | | | | | | 77,961 | | |

| Effect of conversion of convertible notes | | | 2,783 | | | | | | 3 | | | | | | (11,361) | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,358) | | |

| Exercise of warrants | | | 4,105 | | | | | | 4 | | | | | | (12) | | | | | | — | | | | | | — | | | | | | — | | | | | | (8) | | |

| Reclassification from temporary to permanent equity | | | — | | | | | | — | | | | | | 28,752 | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,752 | | |

| Adoption of ASU 2014-09 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 139,355 | | | | | | 139,355 | | |

| Adoption of ASU 2016-16 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (443) | | | | | | (443) | | |

| Adoption of ASU 2018-02 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,227) | | | | | | 2,227 | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,191,430 | | | | | | 2,191,430 | | |

Unless

In performing a

The Company also

In June 2016, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326).” The amendment revises the impairment model to utilize an expected loss methodology in place of the previously used incurred loss methodology, which results in more timely recognition of losses on financial instruments, including but not limited to, available for sale debt securities and accounts receivable.

The FASB issued a subsequent

amendment to the initial guidance in April 2019 and November 2019 within ASU 2019-04 and ASU 2019-11, respectively.

In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements (Topic 808).” The amendment clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under Topic 606 when the counterparty is a customer for a good or service that is a distinct unit of account.

The amendment also precludes entities from presenting consideration from transactions with a collaborator that is not a customer together with revenue recognized from contracts with customers.

In March 2020, the FASB issued 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.

ASU 2020-04 became effective upon issuance and may be applied prospectively to contract modifications made on or before December 31, 2022.

ASU 2021-01 became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively for contract modifications made on or before December 31, 2022.

The Company has not yet applied the relief afforded by these standard amendments and is currently assessing contracts that will require modification due to reference rate reform to which these standard amendments may be applied.

In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity.

Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt.

ASU 2020-06 also eliminates the treasury stock method to calculate diluted earnings per share and requires the if-converted method.

The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020.

The update permits the use of either the modified retrospective or fully retrospective method of transition.

| Deferred revenue | | | $ | 955,157 | | | | | $ | 163,650 | | (1) | | | $ | — | | | | | $ | 1,118,807 | |

The 2015 Stock Incentive Plan was approved by stockholders authorizing up to 18,000,000 shares for issuance under the plan.

Additionally, 1,232,068 shares that remained available for grants under the Company’s 2007 Stock Incentive Plan were added to the shares available for issuance under the 2015 Stock Incentive Plan.

As of June 27, 2021, there were a total of 8,585,404 shares available for future issuance under the Stock Plans.

New shares are issued from the Company’s balance of authorized Common Stock from the 2015 Stock Incentive Plan to satisfy stock option exercises and vesting of awards.

[removed: Design] [added: Design] of Disclosure Controls and Procedures and Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June [removed: 27, 2021,] [added: 26, 2022,] we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e).