Lam Research (LRCX) 10-K risk factor changes: FY2023 vs FY2022
The 2023-06-25 10-K against the 2022-06-26 one, compared heading by heading and sentence by sentence.
Item 1A65 rewritten34 added17 removed313 unchanged
All filing items772 rewritten333 added248 removed1,889 unchanged
Summary
counted, not written
- Item 1A lists 30 risk factor headings: 3 new, 2 reworded and 25 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 333 added, 248 removed, 772 rewritten and 1,889 unchanged across 17 items that differ.
New Item 1A headings (3)
- We May Not Achieve the Expected Benefits of Our Restructuring Plans and Business Transformation Initiatives, and These Efforts Could Have a Material Adverse Effect on Our Business, Operations, Financial Condition, Results of Operations and Competitive Position
- Increasing and Evolving Environmental Regulations May Adversely Affect Our Operating Results
- If One or More of Our Counterparty Financial Institutions Default on Their Obligations To Us or Fail, We May Incur Significant Losses.
Removed Item 1A headings (1)
- A Failure to Comply with Environmental Regulations May Adversely Affect Our Operating Results
Reworded Item 1A headings (2)
- The COVID-19 Pandemic
[removed: Has]Adversely Impacted, and May[removed: Continue to][added: in the Future] Adversely Impact, Our Business, Operations, and Financial Results - Our Sales to Customers in China, a [added: Significant] Region
[removed: of Growing Significance to][added: for] Us,[removed: Could be][added: Have Been Impacted, and are Likely to 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[removed: China.][added: China]
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
65 rewritten, 34 added, 17 removed, 313 unchanged
In addition to the other information in this Annual Report on Form 10-K [removed: (“2022] [added: (“2023] 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.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 12
[added: 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.
The economic, [added: regulatory,] political, and business conditions occurring nationally, globally, or in any of our key sales regions, which are often unpredictable, have historically impacted customer demand for our products and normal commercial relationships with our customers, suppliers, and creditors.
As a result, changing economic, [added: regulatory,] political or business conditions can cause material adverse changes to our results of operations and financial condition, including but not limited to:
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 13
[added: 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, large customers may be able to negotiate requirements that result in decreased pricing, increased costs, and/or lower margins for [removed: us; compliance with specific environmental, social, and corporate governance standards;] [added: us] and limitations on our ability to share technology with others.
Technological changes and developing [removed: technologies,] [added: technologies] have required, and are expected to continue to require, new and costly investments.
In addition, we face competition from companies that exist in a more favorable legal or regulatory environment than we do, [added: who are able to sell products for certain applications at certain customers that we are prohibited from selling to under applicable export controls,] allowing the freedom of action in ways that we may be unable to match.
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 [added: those tools to advance technology development.]
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 14
In the face of uncertainty on which technology solutions will become successful, we will need to focus our efforts on developing the technology changes that are ultimately successful in supporting our [removed: customer] [added: customers’] requirements.
In order to develop new products and processes and enhance existing products and processes, we expect to continue to make significant investments in R&D, to investigate the acquisition of new products and technologies, to invest in or acquire such [removed: business] [added: businesses] or technologies, and to pursue joint development relationships with customers, suppliers, or other members of the industry.
[removed: Future technologies, processes, or product developments] may render our current product offerings obsolete, leaving us with non-competitive products, obsolete inventory, or both.
[removed: Increasingly, semiconductor] [added: Semiconductor] manufacturing companies [removed: are entering] [added: from time to time enter] into strategic alliances or [removed: consolidating] [added: consolidate] with one another to expedite the development of processes and other manufacturing technologies and/or achieve economies of scale.
The COVID-19 Pandemic [removed: Has] Adversely Impacted, and May [removed: Continue to] [added: in the Future] Adversely Impact, Our Business, Operations, and Financial Results
The COVID-19 pandemic and efforts by national, state and local governments worldwide to control its spread [removed: have] resulted in [removed: widespread] measures aimed at containing the disease such as quarantines, travel bans, shutdowns, and shelter in place or “stay at home” orders, which collectively [removed: have] significantly restricted the movement of people and goods and the ability of businesses to operate.
These restrictions and measures, incidents of confirmed or suspected infections within our workforce or those of our suppliers or other business partners, and our efforts to act in the best interests of our employees, customers, and suppliers, [removed: have] affected and [removed: are affecting] [added: in the future may affect] our business and operations by, among other things, causing facility closures, production delays and capacity limitations; disrupting production by our supply chain; disrupting the transport of goods from our supply chain to us and from us to our customers; requiring modifications to our business processes; requiring the implementation of business continuity plans; requiring the development and qualification of alternative sources of supply; requiring the implementation of social distancing measures that [removed: require changes to existing] [added: impede] manufacturing processes; disrupting business travel; disrupting our ability to staff our on-site manufacturing and research and development facilities; delaying capital expansion projects; and necessitating teleworking by [removed: a large proportion] [added: portions] of our workforce.
These impacts [removed: have] caused and [removed: are expected to continue to] [added: in the future may] cause delays in product shipments and product development, increases in costs, and decreases in revenue, profitability and cash from operations, which [removed: have] caused and [removed: are expected to] [added: in the future may] cause an adverse effect on our results of operations that may be material.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 15
[added: The pandemic resulted at various times in significant disruption of global financial markets, increases in levels of unemployment, and economic uncertainty, which adversely impacted our business and may do so in the future, 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.
- legal, tax, accounting, or regulatory changes (including but not limited to changes in import/export regulations and [removed: tariffs)] [added: tariffs, such as regulations imposed by the U.S. government restricting exports to China)] or changes in the interpretation or enforcement of existing requirements;
- changes in our estimated effective tax [removed: rate; and][added: rate.]
- foreign currency exchange rate [removed: fluctuations.][added: fluctuations;]
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 16
Demand for electronic products and other factors, such as the COVID-19 [removed: pandemic and the conflict in Ukraine,] [added: pandemic,] have resulted in, and may [removed: continue to] [added: in the future] 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 [removed: continue to adversely] [added: in the future] 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 [removed: continue to] [added: in the future] 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 [removed: continue to] [added: in the future] adversely impact, our ability to recognize revenue, our gross margins on the revenue we recognize, and our other operating results.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 17
Results of [removed: Operation] [added: Operations] of this [removed: 2022] [added: 2023] Form 10-K, accounted for approximately [added: 91%,] 92%, [removed: 94%,] and [removed: 92%] [added: 94%] of total revenue in fiscal years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] respectively.
There is inherent risk, based on the complex relationships among China, Japan, Korea, Taiwan, and the United States, that political, diplomatic and national security influences [removed: might] [added: can] lead to trade disputes, impacts and/or disruptions, in particular those affecting the semiconductor industry.
This [removed: would] [added: can] adversely affect our business with China, Japan, Korea, and/or Taiwan and perhaps the entire Asia Pacific region or global economy.
Tariffs, export controls, additional taxes, trade barriers, sanctions, [removed: or] the termination or modification of trade agreements, trade zones, and other duty mitigation initiatives, [removed: may] [added: and any reciprocal retaliatory actions, can] increase our manufacturing costs, decrease margins, reduce the competitiveness of our products, [added: disrupt our supply chain operations,] or inhibit our ability to sell products or [removed: purchase necessary equipment and supplies,] [added: provide services,] which [added: has had and in the future] could have a material adverse effect on our business, results of operations, or financial conditions.
Certain of our international sales depend on our ability to obtain export licenses from the U.S. or foreign governments, and our inability to obtain such licenses, or an expansion of the number or kinds of sales for which export licenses are required, [added: has limited and] could [removed: potentially] [added: in the future further] limit the market for our products and [removed: adversely] [added: has had and could in the future have an adverse] impact [added: on] our revenues.
As is discussed below under the heading “Our Sales to Customers in China, a [added: Significant] Region [removed: of Growing Significance to] [added: for] Us, [removed: Could be] [added: Have Been Impacted, and are Likely to 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,” the U.S. government has recently [added: imposed new controls, including] expanded export license [removed: requirements] [added: requirements,] that [added: significantly] impact trade with China.
[removed: In addition, the U.S. government is in the process of assessing technologies that may be subject to new or additional export 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, [added: take retaliatory actions;] insist on the use of local suppliers; compel 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 [added: 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.]
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 18
[removed: Moreover, by hedging these foreign currency denominated revenues, expenses, monetary] assets, and liabilities, we may miss favorable currency trends that would have been advantageous to us but for the hedges.
Future technologies, processes, or product developments
- macroeconomic, industry, and market conditions, including those caused by the Russian invasion of Ukraine or bank failures, and geopolitical issues;
- management of supply chain risks;
- rising inflation or interest rates; and
In addition, the U.S. government has an ongoing process of assessing technologies that may be subject to new or additional export controls, and it is possible that such additional controls, if and when imposed, could further adversely impact our ability to sell our products outside the U.S. The implementation by the U.S. government of broad export controls restricting access to our technology (such as recent controls limiting exports to China) may cause customers with international operations to reconsider their use of and reliance on our products, which could adversely impact our future revenue and profits.
Further, in periods in which the U.S. dollar is strong relative to the local currencies of our international customers, this can potentially reduce demand for our products, which may compound the adverse effect of foreign exchange translation on our revenue.
Moreover, by hedging these foreign currency denominated revenues, expenses, monetary
In addition, our currency hedges do not necessarily mitigate the potential negative impact of a strong U.S. dollar on demand for our products.
We May Not Achieve the Expected Benefits of Our Restructuring Plans and Business Transformation Initiatives, and These Efforts Could Have a Material Adverse Effect on Our Business, Operations, Financial Condition, Results of Operations and Competitive Position
In January 2023 we announced that we are implementing a restructuring plan consisting of a workforce reduction, and that we anticipate undertaking, and may in the future undertake, additional business restructuring, realignment and transformation initiatives.
We expect to incur material costs and charges in connection with these plans and initiatives.
While the restructuring plan is intended to better align our cost structure with the current economic environment and future business opportunities, and our anticipated transformation initiatives have the goal of strengthening our operations and achieving operational efficiencies, there can be no assurance that we will be successful in these plans and initiatives.
Implementation of these plans and initiatives may be costly and disruptive to our business, we may not be able to complete them at the cost or within the time frame contemplated, and we may not be able to obtain the anticipated benefits within the projected timing or at all.
Restructuring and transformation may adversely affect our internal programs and our ability to recruit and retain skilled and motivated personnel, may result in a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods, may require a significant amount of management and other employees' time and focus, and may be distracting to employees and management, which may divert attention from operating and growing our business.
Additionally, reductions in our workforce may cause a reduction in our production output capabilities which could impact our ability to manufacture or ship products to customers within a mutually beneficial timeline.
If we fail to achieve some or all of the expected benefits, it could have a material adverse effect on our business, operations, financial condition, results of operations and competitive position.
For more information about our restructuring plan, see Note 22 of our Consolidated Financial Statements in Part II, Item 8 of this 2023 Form 10-K.
Further, increased restrictions imposed on a class of chemicals known as per- and polyfluoroalkyl substances (“PFAS”), which are widely used in a large number of products, including parts and materials that are incorporated into our products, may negatively impact our supply chain due to the potentially decreased availability, or non-availability, of PFAS-containing products.
Proposed regulations under consideration could require that we transition away from the usage of PFAS-containing products, which could adversely impact our business, operations, revenue, costs, and competitive position.
There is no assurance that suitable replacements for PFAS-containing parts and materials will be available at similar costs, or at all.
and could potentially do so to an even greater extent in the future.
Most recently, the U.S. government has enacted new rules aimed at restricting China’s ability to manufacture advanced semiconductors, which include restrictions on exports, reexports or transfers to, or shipping, transmitting, transferring, or facilitating such movement to, or performing services at, customer facilities in China engaged in certain technology end-uses, without appropriate authorizations obtained from U.S. authorities.
However, we expect future guidance from the Treasury Department and will further analyze when the guidance is issued.
Several countries around the world have enacted or proposed changes to their existing tax laws based on these recommendations.
As each country in which we operate evaluates their alignment with the recommendations, the timing and ultimate impact of any such changes on our effective tax rate remain uncertain.
When fully enacted, such changes could have a material impact on our effective tax rate.
We will continue to monitor the progress of the BEPS 2.0 implementation.
- macroeconomic, industry and market conditions, including those caused by the Russian invasion of Ukraine or bank failures; and geopolitical issues;
If One or More of Our Counterparty Financial Institutions Default on Their Obligations To Us or Fail, We May Incur Significant Losses.
As part of our hedging activities, we enter into transactions involving derivative financial instruments, which may include forward contracts, option contracts, collars and swaps with various financial institutions.
In addition, we have significant amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial institutions both in and out of the United States.
As a result, we are exposed to the risk of default by or failure of counterparty financial institutions, which may be heightened during economic downturns and periods of uncertainty in the financial markets.
If one of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default, or our assets deposited or held in accounts with such counterparty, may be limited by the counterparty's liquidity or the applicable laws governing the insolvency or bankruptcy proceedings.
In the event of default or failure of one or more of our counterparties, we could incur significant losses, which could negatively impact our results of operations and financial condition.
Many of the following risk factors have been, and could be further, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result.
As a result of these risk factors, as well as other
The industry environment has moved toward being more characterized by variability across segments and customers, accentuated by consolidation within the industry.
For example, the COVID-19 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 pandemic.
Even during periods of
those tools to advance technology development.
The potential duration and impact of the pandemic on the global economy and on our business are difficult to predict and cannot be estimated with any degree of certainty, but the pandemic has resulted in significant disruption of global financial markets, increases in levels of unemployment, and economic uncertainty, which has adversely impacted our business and may continue to do so, and may lead to significant negative
For example, the 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, "stay at home" orders, facility closures, workforce challenges, and travel and logistics restrictions in connection with the pandemic.
For example, the 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, stay at home orders, facility closures, workforce challenges, and travel and logistics restrictions in connection with the pandemic.
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.
For example, the COVID-19 pandemic has impacted and could further impact our manufacturing operations, supply chain, R&D and customer support due to production, sourcing, logistics and other challenges resulting from quarantines, “stay at home” orders, facility closures, workforce challenges, and travel and logistics restrictions in connection with the pandemic.
As part of our
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.
These factors could affect our profitability.
We are in the process of evaluating the potential impacts of the IRA.
If we are
- risk associated with the alternative reference rate reform (e.g. LIBOR transition);
An excerpt. Shown here: 40 of 65 rewritten, all 34 added and all 17 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2023 filing and the FY2022 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
85 rewritten, 51 added, 26 removed, 180 unchanged
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: 2022] [added: 2023] 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: 2022] [added: 2023] 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](#icede5ff7d7f74911be727e4ff89d480d_58)] [added: 8](#ib9c1d3e5e8944e55b55e7adb8f5f6251_58)] of this [removed: 2022] [added: 2023] Form 10-K.
Demand from cloud computing, [added: 5G,] the [removed: IoT,] [added: Internet of Things,] and other markets is driving the need for increasingly powerful and cost\-efficient semiconductors.
Over the longer term, we believe that secular demand for semiconductors [removed: will continue to drive sustainable growth for our products and services, and that] [added: combined with] technology inflections in our industry, including 3D device scaling, multiple patterning, process flow, and advanced packaging chip integration, will [added: drive sustainable growth and] lead to an increase in the served [removed: addressable] [added: available] market for our products and services in the deposition, etch, and clean businesses.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 28
[added: Risks and] uncertainties related to [removed: the COVID-19 pandemic, broadening] [added: trade restrictions,] supply chain challenges, and inflationary pressures may continue to negatively impact our revenue and gross margin.
| June [removed: 26, 2022] [added: 25, 2023] | | | | | | June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | | | | | [removed: FY22] [added: FY23] vs. [removed: FY21] [added: FY22] | | | | | | | | | | | | [removed: FY21] [added: FY22] vs. [removed: FY20] [added: FY21] | | | | | | | | | | | |
| Revenue | | | $ | [removed: 17,227,039] [added: 17,428,516] | | | | | $ | [removed: 14,626,150] [added: 17,227,039] | | | | | $ | [removed: 10,044,736] [added: 14,626,150] | | | | | $ | [removed: 2,600,889] [added: 201,477] | | | | | [removed: 17.8] [added: 1.2] | | % | | | | $ | [removed: 4,581,414] [added: 2,600,889] | | | | | [removed: 45.6] [added: 17.8] | | % |
| Gross margin | | | $ | [removed: 7,871,807] [added: 7,776,925] | | | | | $ | [removed: 6,805,306] [added: 7,871,807] | | | | | $ | [removed: 4,608,693] [added: 6,805,306] | | | | | $ | [removed: 1,066,501] [added: (94,882)] | | | | | [removed: 15.7] [added: (1.2)] | | % | | | | $ | [removed: 2,196,613] [added: 1,066,501] | | | | | [removed: 47.7] [added: 15.7] | | % |
| Gross margin as a percent of total revenue | | | [removed: 45.7] [added: 44.6] | | % | | | | [removed: 46.5] [added: 45.7] | | % | | | | [removed: 45.9] [added: 46.5] | | % | | | | [removed: (0.8)%] [added: (1.1)%] | | | | | | | | | | | | [removed: 0.6%] [added: (0.8)%] | | | | | | | | |
| Total operating expenses | | | $ | [removed: 2,489,985] [added: 2,602,065] | | | | | $ | [removed: 2,323,283] [added: 2,489,985] | | | | | $ | [removed: 1,934,891] [added: 2,323,283] | | | | | $ | [removed: 166,702] [added: 112,080] | | | | | [removed: 7.2] [added: 4.5] | | % | | | | $ | [removed: 388,392] [added: 166,702] | | | | | [removed: 20.1] [added: 7.2] | | % |
| Net income | | | $ | [removed: 4,605,286] [added: 4,510,931] | | | | | $ | [removed: 3,908,458] [added: 4,605,286] | | | | | $ | [removed: 2,251,753] [added: 3,908,458] | | | | | $ | [removed: 696,828] [added: (94,355)] | | | | | [removed: 17.8] [added: (2.0)] | | % | | | | $ | [removed: 1,656,705] [added: 696,828] | | | | | [removed: 73.6] [added: 17.8] | | % |
| Net income per diluted share | | | $ | [removed: 32.75] [added: 33.21] | | | | | $ | [removed: 26.90] [added: 32.75] | | | | | $ | [removed: 15.10] [added: 26.90] | | | | | $ | [removed: 5.85] [added: 0.46] | | | | | [removed: 21.7] [added: 1.4] | | % | | | | $ | [removed: 11.80] [added: 5.85] | | | | | [removed: 78.1] [added: 21.7] | | % |
The increase in operating expenses in fiscal year [removed: 2021] [added: 2023] compared to fiscal year [removed: 2020] [added: 2022] was [removed: mainly] driven by higher [added: deferred compensation plan-related costs, restructuring-related charges,] employee-related costs as a result of increased [removed: headcount] [added: headcount, depreciation] and [removed: outsourcing services, deferred compensation plan-related costs,] [added: amortization,] and supplies, partially offset by [removed: lower travel expenses and miscellaneous costs.][added: a decrease in amortization of intangible assets as the intangible assets associated with the acquisition of Novellus have fully amortized.]
Our cash and cash equivalents, investments, and restricted cash and investments balances totaled approximately [removed: $3.9] [added: $5.6] billion as of June [removed: 26, 2022,] [added: 25, 2023,] compared to [removed: $6.0] [added: $3.9] billion as of June [removed: 27, 2021.][added: 26, 2022.]
Cash [removed: flow] [added: flows] provided from operating activities was [removed: $3.1] [added: $5.2] billion for fiscal year [removed: 2022] [added: 2023] compared to [removed: $3.6] [added: $3.1] billion for fiscal year [removed: 2021.][added: 2022.]
Cash [removed: flow] [added: flows] provided from operating activities in fiscal year [removed: 2022] [added: 2023] was primarily used for [removed: $3.9] [added: $2.0] billion in treasury stock purchases, including net share settlement on employee stock-based compensation; [removed: $815] [added: $908] million in dividends paid to our stockholders; and [removed: $546] [added: $502] million of capital expenditures.
| June [removed: 26, 2022] [added: 25, 2023] | | | | | | June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | | | | |
| Revenue (in millions) | | | $ | [removed: 17,227] [added: 17,429] | | | | | $ | [removed: 14,626] [added: 17,227] | | | | | $ | [removed: 10,045] [added: 14,626] | |
| China | | | [removed: 31] [added: 26] | | % | | | | [removed: 35] [added: 31] | | % | | | | [removed: 31] [added: 35] | | % |
| Korea | | | [removed: 23] [added: 20] | | % | | | | [removed: 27] [added: 23] | | % | | | | [removed: 24] [added: 27] | | % |
| Taiwan | | | [removed: 17] [added: 20] | | % | | | | [removed: 14] [added: 17] | | % | | | | [removed: 19] [added: 14] | | % |
| Japan | | | [removed: 9] [added: 10] | | % | | | | 9 | | % | | | | 9 | | % |
| United States | | | [removed: 8] [added: 9] | | % | | | | [removed: 6] [added: 8] | | % | | | | [removed: 8] [added: 6] | | % |
| Southeast Asia | | | 8 | | % | | | | [removed: 6] [added: 8] | | % | | | | 6 | | % |
| Europe | | | [removed: 4] [added: 7] | | % | | | | [removed: 3] [added: 4] | | % | | | | 3 | | % |
Revenue increased in fiscal year 2022 compared to fiscal [removed: years] [added: year] 2021 [removed: and 2020,] primarily due to the increased investment by our customers in semiconductor capital equipment as well as [removed: higher revenue] from [removed: our Customer Support Business Group] [added: CSBG] for spares, services, upgrades and mature node equipment.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 29
| | | | June [removed: 26, 2022] [added: 25, 2023] | | | | | | June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | |
| Systems Revenue | | | $ | [removed: 11,322,271] [added: 10,695,897] | | | | | $ | [removed: 9,764,845] [added: 11,322,271] | | | | | $ | [removed: 6,625,130] [added: 9,764,845] | |
| Customer support-related revenue and other | | | [removed: 5,904,768] [added: 6,732,619] | | | | | | [removed: 4,861,305] [added: 5,904,768] | | | | | | [removed: 3,419,606] [added: 4,861,305] | | |
| | | | $ | [removed: 17,227,039] [added: 17,428,516] | | | | | $ | [removed: 14,626,150] [added: 17,227,039] | | | | | $ | [removed: 10,044,736] [added: 14,626,150] | |
Please refer to [Note 4: [removed: Revenue](#icede5ff7d7f74911be727e4ff89d480d_91)] [added: Revenue](#ib9c1d3e5e8944e55b55e7adb8f5f6251_91)] of our Consolidated Financial Statements in Part II, Item 8 of this [removed: 2022] [added: 2023] Form 10-K for additional information regarding the composition of the two categories into which revenue has been disaggregated.
| Memory | | | [removed: 60] [added: 42] | | % | | | | [removed: 61] [added: 60] | | % | | | | [removed: 58] [added: 61] | | % |
| Foundry | | | [removed: 26] [added: 38] | | % | | | | [removed: 32] [added: 26] | | % | | | | [removed: 31] [added: 32] | | % |
| Logic/integrated device manufacturing | | | [removed: 14] [added: 20] | | % | | | | [removed: 7] [added: 14] | | % | | | | [removed: 11] [added: 7] | | % |
| June [removed: 26, 2022] [added: 25, 2023] | | | | | | June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | | [removed: FY22] [added: FY23] vs. [removed: FY21] [added: FY22] | | | | | | | | | | | | [removed: FY21] [added: FY22] vs. [removed: FY20] [added: FY21] | | | | | | | | | | | | | | |
| Percent of revenue | | | [removed: 45.7] [added: 44.6] | | % | | | | [removed: 46.5] [added: 45.7] | | % | | | | [removed: 45.9] [added: 46.5] | | % | | | | [removed: (0.8)%] [added: (1.1)%] | | | | | | | | | | | | [removed: 0.6%] [added: (0.8)%] | | | | | | | | |
| Research & development | | | $ | [removed: 1,604,248] [added: 1,727,162] | | | | | $ | [removed: 1,493,408] [added: 1,604,248] | | | | | $ | [removed: 1,252,412] [added: 1,493,408] | | | | | $ | [removed: 110,840] [added: 122,914] | | | | | [removed: 7.4] [added: 7.7] | | % | | | | $ | [removed: 240,996] [added: 110,840] | | | | | [removed: 19.2] [added: 7.4] | | % |
During fiscal year 2023, customer demand weakened in the second half of the year due to wafer fabrication equipment spending reductions resulting primarily from incremental demand weakness in memory.
In addition, the U.S. government’s restrictions on sales of equipment, parts, and service for specific technologies and customers in China further impacted equipment demand in the year.
While we did experience supply chain constraints in the first half of fiscal year 2023, there were improvements and we were able to fulfill shipments of nearly all our outstanding back order systems in the second half of the year.
As a result of the expected reduced business levels, we initiated a restructuring plan in the quarter-ended March 26, 2023 designed to better align the Company’s cost structure with our outlook.
We incurred a charge for the workforce actions associated with the restructuring plan of approximately $107 million in fiscal year 2023.
Over the course of calendar year 2023, we are projecting expenditures in the range of $250 million
associated with various business process improvements and initiatives, inclusive of the fiscal year 2023 restructuring activity.
Fiscal year 2023 revenue was slightly higher than fiscal year 2022.
Customer support-related revenue increased in fiscal year 2023 due to continued strength in specialty node investments, which was offset by a decline in our systems revenue as a result of semiconductor demand weakness, largely in the memory market.
Gross margin as a percentage of revenue decreased due to inflationary cost pressures that led to higher spending on material costs, as well as costs associated with restructuring related activities, partially offset by favorable customer and product mix.
We aim to balance the requirements of our customers with the availability of resources, as well as performance to our operational and financial objectives.
As a result, from time to time, we exercise discretion and judgment as to the timing and prioritization of manufacturing and deliveries of products, which has impacted, including in the current fiscal year, and may in the future impact, the timing of revenue recognition with respect to such products.
Revenue increased in fiscal year 2023 compared to fiscal year 2022 mainly due to higher revenue from CSBG related to strength in mature node equipment.
While the overall Asia region continued to account for a majority of our revenues, the U.S. and Europe regions increased in each of fiscal years 2023 and 2022 compared to the prior fiscal year as these regions prioritized domestic capacity investments for semiconductor manufacturing.
The deferred revenue balance was $1.8 billion as of June 25, 2023 compared to $2.2 billion as of June 26, 2022.
Advance deposit additions from newer customers increased in fiscal year 2023, compared to fiscal year 2022, offsetting the decline in deferred balances related to shipments we completed of tools that had critical parts outstanding.
| June 25, 2023 | | | | | | June 26, 2022 | | | | | | June 27, 2021 | | | | | |
| Gross margin | | | $ | 7,776,925 | | | | | $ | 7,871,807 | | | | | $ | 6,805,306 | | | | | $ | (94,882) | | | | | (1.2) | | % | | | | $ | 1,066,501 | | | | | 15.7 | | % |
The decrease in gross margin as a percentage of revenue for fiscal year 2023 compared to fiscal year 2022 was due to inflationary cost pressures that led to higher spending on material costs, partially offset by favorable customer and product mix.
| June 25, 2023 | | | | | | June 26, 2022 | | | | | | June 27, 2021 | | | FY23 vs. FY22 | | | | | | | | | | | | FY22 vs. FY21 | | | | | | | | | | | | | | |
The increase in R&D expense during fiscal year 2023 compared to fiscal year 2022 was primarily driven by
an increase of $43 million in employee-related costs as a result of increased headcount, $26 million in deferred compensation plan-related costs, $22 million in spending for supplies, and $14 million of depreciation and amortization.
| June 25, 2023 | | | | | | June 26, 2022 | | | | | | June 27, 2021 | | | FY23 vs. FY22 | | | | | | | | | | | | FY22 vs. FY21 | | | | | | | | | | | | | | |
The decrease in SG&A expense during fiscal year 2023 compared to fiscal year 2022 was primarily driven by a decrease of $44 million in amortization of intangible assets, as the intangible assets associated with the acquisition of Novellus have fully amortized, as well as from $12 million in lower employee-related costs, partially offset by $17 million in higher deferred compensation plan-related costs.
Restructuring Charges, Net
| June 25, 2023 | | | | | | June 26, 2022 | | | | | | June 27, 2021 | | | FY23 vs. FY22 | | | | | | | | | | | | FY22 vs. FY21 | | | | | | | | | | | | | | |
| Restructuring charges, net | | | $ | 120,316 | | | | | $ | — | | | | | $ | — | | | | | $ | 120,316 | | | | | 100.0 | | % | | | | $ | — | | | | | — | | % |
| Percent of revenue | | | 0.7 | | % | | | | — | | % | | | | — | | % | | | | 0.7% | | | | | | | | | | | | —% | | | | | | | | |
In fiscal year 2023, we initiated a restructuring plan designed to better align our cost structure with our outlook for the economic environment and business opportunities.
Under the plan we terminated approximately 1,650 employees, incurring expenses related to employee severance and separation costs.
Employee severance and separation costs primarily relate to severance, non-cash severance, including equity award compensation expense, pension and other termination benefits.
Additionally, we made a strategic decision to relocate certain manufacturing activities to pre-existing facilities and incurred costs to move inventory and equipment and exit selected supplier arrangements.
During fiscal year 2023 net restructuring costs of $78 million and $42 million were recorded in restructuring charges, net - cost of goods sold, and restructuring charges, net - operating expenses, respectively of our Consolidated Financial Statements.
Please refer to [Note 22: Restructuring charges, net](#ib9c1d3e5e8944e55b55e7adb8f5f6251_1559) of our Consolidated Financial Statements in Part II, Item 8 of this 2023 Form 10-K for additional information.
| June 25, 2023 | | | | | | June 26, 2022 | | | | | | June 27, 2021 | | | FY23 vs. FY22 | | | | | | | | | | | | FY22 vs. FY21 | | | | | | | | | | | | | | |
Interest income increased in fiscal year 2023 compared to fiscal year 2022 primarily because of higher yields and higher cash balances.
Interest expense in fiscal year 2023 was flat compared to fiscal year 2022.
Foreign exchange fluctuations were primarily due to currency movements against portions of our unhedged balance sheet exposures for all periods presented.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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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
Fiscal year 2021 revenue increased approximately 46% compared to fiscal year 2020, reflecting stronger customer demand for semiconductor equipment.
Gross margin as a percentage of revenue increased primarily due to customer and product mix, partially offset by higher costs incurred in freight and logistics as well as start-up expenses for our new Malaysia manufacturing facility.
These cash outflows were partially offset by $114 million of treasury stock reissuance and Common Stock issuance resulting from our employee equity-based compensation programs.
The overall Asia region continued to account for a majority of our revenues as a substantial amount of the worldwide capacity investments for semiconductor manufacturing continued to occur in this region.
The deferred revenue balance was $2.2 billion as of June 26, 2022 compared to $1.1 billion as of June 27, 2021, driven by additional deferrals related to tools pending full delivery and future servicing of our existing installed base.
The increase in gross margin as a percentage of revenue for fiscal year 2021 compared to fiscal year 2020 was primarily related to customer and product mix, partially offset by increased spending on freight and logistics due in significant part to COVID-19 disruptions, start-up expenses for our Malaysia manufacturing facility, and deferred compensation plan-related costs.
The increase in R&D expense during fiscal year 2021 compared to fiscal year 2020 was mainly driven by an increase of $137 million in employee-related costs due in part to increased headcount, $49 million in outside service costs, $32 million in deferred compensation plan-related costs, and $27 million in spending for supplies
The increase in SG&A expense during fiscal year 2021 compared to fiscal year 2020 was primarily due to a $97 million increase in employee-related costs due in part to increased headcount, $37 million in outside service costs, and $21 million in deferred compensation plan-related costs, partially offset by a $9 million decrease in travel and entertainment costs.
Interest income decreased in fiscal year 2021 compared to fiscal year 2020 as a result of lower yield.
Interest expense increased in fiscal year 2021 compared to fiscal year 2020 primarily due to the full-year impact of the issuance of $2.0 billion senior notes in fiscal year 2020.
The decrease in the effective tax rate in fiscal year 2021 as compared to fiscal year 2020 was primarily due to a cumulative income tax benefit reversal due to a court ruling in fiscal year 2020, as outlined below.
In November 2019, the U.S. Court of Appeals for the Ninth Circuit (“Ninth Circuit”) rejected the en banc appeal petitioned by Altera Corporation (“Altera”) in July 2019.
In that quarter, we evaluated the impact of the decision and viewed the denial as an indication that Altera’s position of excluding stock-based compensation expense in an intercompany cost-sharing arrangement was unlikely to be sustained upon further litigation.
As a result, we reversed $75 million of net tax assets associated with stock-based compensation benefits related to previous years in the Condensed Consolidated Financial Statements in the three months ended December 29, 2019 and we no longer reflected a net tax benefit within our financial statements related to excluding stock-based compensation from our intercompany cost-sharing arrangement.
In February 2020, Altera petitioned the Supreme Court of the United States ("SCOTUS") to hear their case.
In June 2020, the SCOTUS denied the petition.
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.
We are in the process of evaluating the potential impacts of the IRA.
We will continue to monitor issuance of additional guidance.
| Net income | | | $ | 4,605,286 | |
| Other | | | (44,751) | | |
| | | | $ | 3,099,674 | |
An excerpt. Shown here: 40 of 85 rewritten, 40 of 51 added and all 26 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2023 filing and the FY2022 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
10 rewritten, 0 added, 28 removed, 34 unchanged
As of June [removed: 26, 2022,] [added: 25, 2023,] our mutual funds are classified as trading securities.
Any material differences between the cost and fair value of trading securities [removed: is] [added: are] recognized as other income (expense), net in our Consolidated Statement of Operations.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 35][added: 36]
As of June [removed: 26, 2022,] [added: 25, 2023,] our fixed income securities total [removed: $135.7] [added: $37.6] million.
As of June [removed: 26, 2022,] [added: 25, 2023,] we had $5.0 billion in principal amount of fixed-rate long-term debt outstanding, with a fair value of [removed: $4.5] [added: $4.4] billion.
As of June [removed: 26, 2022,] [added: 25, 2023,] our publicly traded securities total [removed: $95.2] [added: $106.7] million.
However, we are exposed to foreign currency exchange rate fluctuations on [removed: non-U.S] [added: non-U.S.] dollar transactions or cash flows.
The [removed: notional amount and] unrealized gain of our outstanding forward and option contracts that are designated as cash flow hedges, as of June [removed: 26, 2022, are shown in] [added: 25, 2023, and] the [removed: table below.][added: change in fair value of these cash flow hedges assuming a hypothetical foreign currency exchange rate movement of plus or minus 10 percent and plus or minus 15 percent are not significant.]
[removed: This table also shows] [added: The unrealized loss of our outstanding foreign currency forward contracts that are designated as balance sheet hedges, as of June 25, 2023, and] the change in fair value of these [removed: cash flow hedges] [added: balance sheet hedges,] assuming a hypothetical foreign currency exchange rate movement of plus or minus 10 percent and plus or minus 15 [removed: percent.][added: percent are not significant.]
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 36][added: 37]
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Notional Amount | | | | | | Unrealized FX Gain/(Loss) | | | | | | | | | Valuation of FX Contracts Given an X% Increase (+)/Decrease(-) in Each | | | | | | | | |
| June 26, 2022 | | | | | | \= +/- (10%) | | | | | | \= +/- (15%) | | | | | | | | | | | | | | | | | |
| | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | | | | | |
| Forward contracts, cash flow hedges | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
The notional amount and unrealized loss of our outstanding foreign currency forward contracts that are designated as balance sheet hedges, as of June 26, 2022, are shown in the table below.
This table also shows the change in fair value of these balance sheet hedges, assuming a hypothetical foreign currency exchange rate movement of plus or minus 10 percent and plus or minus 15 percent.
| | | | June 26, 2022 | | | | | | \= +/- (10%) | | | | | | \= +/- (15%) | | | | | | | | | | | | | | |
| Forward contracts, balance sheet hedges | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
Lam Research Corporation 2022 10-K 37
Item 1. Business
58 rewritten, 18 added, 30 removed, 276 unchanged
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 3
We have built a strong global presence with core competencies in areas [removed: like] [added: such as] nanoscale applications enablement, chemistry, plasma and fluidics, advanced systems engineering, and a broad range of operational disciplines.
Additionally, within CSBG, our [removed: Reliant] [added: Reliant®] product line offers new and refurbished non-leading edge products in deposition, etch and clean markets for those applications that do not require the most advanced wafer processing capability.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 4
| | | | Dielectric Etch | | | | | | Reactive Ion Etch | | | | | | Flex® family [added: Vantex® family] | | | | | |
Tungsten [added: and/or Molybdenum] deposition is used to form conductive features such as contacts, vias, and wordlines on a chip.
Our ALTUS® systems combine CVD and ALD technologies to deposit the highly conformal [added: or selective] films [added: as] needed for advanced tungsten metallization [removed: applications.][added: applications in both logic and memory.]
For advanced WLP applications, such as forming conductive [removed: bumps and] [added: bumps,] redistribution layers, [added: TSV filing,] and [removed: for filling TSVs,] [added: wafer level bonding,] the SABRE® 3D family combines Lam’s SABRE Electrofill® technology with additional innovation to deliver the high-quality films needed at high productivity.
The modular architecture can be configured with multiple plating and pre/post-treatment cells, providing flexibility to address a variety of packaging [removed: applications.][added: applications, including HBM.]
[removed: SOLA®] [added: Vantex®] Product Family
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 5
Proprietary Hydra technology in Kiyo*®* products improves [removed: critical dimension (“CD”)] [added: CD] uniformity by correcting for incoming pattern variability, and atomic-scale variability control with production-worthy throughput is achieved with plasma-enhanced ALE capability.
These may be deep trenches for CMOS image sensors, trenches for power and other devices, [removed: TSVs,] [added: TSVs for HBM] and [added: advanced packaging, and] other high aspect ratio features.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 6
All references to fiscal years apply to our fiscal years, which ended June [added: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020.][added: 27, 2021.]
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 7
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 [added: compliance with U.S. and international laws and regulations, including U.S. export restrictions;] 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; [removed: compliance with U.S.] and [removed: international laws and regulations, including U.S. export restrictions; the effects of the COVID-19 pandemic and the related governmental, public health and business responses to it; and] economic and political conditions.
Refer to [Note [removed: 20](#icede5ff7d7f74911be727e4ff89d480d_142)] [added: 20](#ib9c1d3e5e8944e55b55e7adb8f5f6251_142)] of our Consolidated Financial Statements, included in Part II, Item 8 of this [removed: 2022] [added: 2023] Form 10-K, for the attribution of revenue by geographic region.
Refer to [Note [removed: 20](#icede5ff7d7f74911be727e4ff89d480d_142)] [added: 20](#ib9c1d3e5e8944e55b55e7adb8f5f6251_142)] of our Consolidated Financial Statements, included in Part II, Item 8 of this [removed: 2022] [added: 2023] Form 10-K, for information concerning the geographic locations of long-lived assets.
Our customers include [removed: all] [added: many] of the world’s leading semiconductor manufacturers.
Refer to [Note [removed: 9](#icede5ff7d7f74911be727e4ff89d480d_109)] [added: 9](#ib9c1d3e5e8944e55b55e7adb8f5f6251_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: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020] [added: 27, 2021] included Intel Corporation; Kioxia Corporation; Micron Technology, Inc.; Samsung Electronics Company, Ltd.; [removed: SK hynix Inc.;] [added: and] Taiwan Semiconductor Manufacturing [removed: Company; and Yangtze Memory Technologies Co., Ltd.][added: Company.]
These outsourcing contracts may provide us more flexibility to scale our operations up or down in a timely and cost-effective [removed: manner, with the potential to enable us to respond more quickly to changes in our business.][added: manner.]
Refer to [Note [removed: 17](#icede5ff7d7f74911be727e4ff89d480d_133)] [added: 17](#ib9c1d3e5e8944e55b55e7adb8f5f6251_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.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 8
For additional details, please refer to “Legal, Regulatory and Tax Risks – We Are Exposed to Various Risks from Our Regulatory Environment” in [Item 1A: Risk [removed: Factors](#icede5ff7d7f74911be727e4ff89d480d_16).][added: Factors](#ib9c1d3e5e8944e55b55e7adb8f5f6251_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 [added: Significant] Region [removed: of Growing Significance to] [added: for] Us, [removed: Could] [added: Have Been Impacted, and are Likely to] 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](#icede5ff7d7f74911be727e4ff89d480d_16).][added: Factors](#ib9c1d3e5e8944e55b55e7adb8f5f6251_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](#icede5ff7d7f74911be727e4ff89d480d_16).][added: Factors](#ib9c1d3e5e8944e55b55e7adb8f5f6251_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](#icede5ff7d7f74911be727e4ff89d480d_16).][added: Factors](#ib9c1d3e5e8944e55b55e7adb8f5f6251_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](#icede5ff7d7f74911be727e4ff89d480d_16).][added: Factors](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16).]
Our ESG report for calendar year [removed: 2021] [added: 2022] details, among other items, a number of ESG goals.
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 [added: the] fiscal year ended June [removed: 26, 2022.][added: 25, 2023.]
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 9
As of August [removed: 22, 2022,] [added: 10, 2023,] we had approximately [removed: 17,700] [added: 17,200] regular full-time employees, of which over [removed: 26%] [added: 28%] were engaged in research and development.
Approximately [removed: 50%] [added: 45%] of our regular full-time employees are located in the United States, [removed: 44%] [added: 48%] in Asia, and [removed: 6%] [added: 7%] in Europe.
To tap into the best and brightest students, we prioritize core initiatives including an internship program, [removed: new college graduate rotation program,] campus events, and thesis awards and scholarships.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 10
Employee Health [removed: and Safety, Pandemic Response][added: and Safety]
As of August [removed: 22, 2022,] [added: 10, 2023,] the executive officers of Lam Research were as follows:
| Timothy M. Archer | | | | | | [removed: 55] [added: 56] | | | | | | President and Chief Executive Officer | | |
We offer advanced packaging solutions that support fan-out panel-level packaging, a process in which chips or chiplets are cut from a large format substrate sheet several times the size of a traditional silicon wafer, which increases yield and reduces waste and solutions that meet the need for 3D stacking of high bandwidth memory (“HBM”).
Dielectric etch processes remove non-conductive materials during the manufacturing of a semiconductor device.
Leading-edge memory devices have especially challenging structures, such as extremely deep holes and trenches, that must be manufactured with tight tolerances.
Our latest dielectric etch system, Vantex® creates high aspect ratio device features while maintaining critical dimension (“CD”) uniformity and selectivity.
Vantex® is part of our Sense.i® platform and offers advanced RF technology and repeatable wafer-to-wafer performance enabled by Equipment Intelligence® to meet the needs of advanced memory manufacturing, primarily in 3D NAND high aspect ratio hole, trench, contact, and capacitor cell applications.
Additionally, SK hynix Inc, and Yangtze Memory Technologies Co., Ltd. were significant customers during the fiscal years ending June 26, 2022, and June 27, 2021.
In response to supply chain constraints, we are engaged in efforts to obtain and qualify alternative sources to supply these products and in some circumstances protect against potential supply challenges by carrying inventory in excess of current need.
Additionally, the U.S. Government has enacted a number of export controls regulating the sales of certain technologies to customers in China, which provides an advantage to our international competitors.
Additionally, we offer paid parental leave benefits for parents welcoming a new child to the family through birth, adoption, or foster care placement.
| Vahid Vahedi | | | | | | 57 | | | | | | Senior Vice President and Chief Technology Officer | | |
| Seshasayee (Sesha) Varadarajan | | | | | | 48 | | | | | | Senior Vice President Global Products Group | | |
In this role, Dr. Lord is responsible for several functions including, Global Operations; Customer Support; Global Quality; Environmental Health and Safety; Information Technology; and Global Resilience, Security, and Transformation.
Prior to
Neil J.
Previously, he was global vice president of business development and sales operations and held other senior sales and customer-focused leadership positions at Lam.
He joined the company in 2012 through the acquisition of Novellus, where he was the vice president of sales operations.
Prior to that role, he held range of management positions in product marketing and process engineering at Novellus, Gasonics and Watkins-Johnson.
Neil earned an M.S. degree in mechanical engineering from the University of Texas at Austin and a B.E. in mechanical engineering from the Manipal Institute of Technology.
| | | | Film Treatment | | | | | | Ultraviolet Thermal Processing (“ULTP”) | | | | | | SOLA® family | | | | | |
Dielectric materials designed to meet the insulation requirements of logic chips often have attributes that make them unusually difficult to use.
These films are easily damaged and vulnerable to losing some of their insulating capability, which can lead to poor device performance.
To enable these applications, some films can be stabilized - and others enhanced to improve device performance - using specialized post-deposition film treatments available with Lam’s SOLA® UVTP product family.
SOLA® products offer process flexibility through independent control of temperature, wavelength, and intensity at each station of the wafer path, enabled by Multi-Station Sequential Processing architecture.
In response to ongoing supply chain constraints, we worked diligently to obtain and qualify alternative sources to supply these products.
Additionally, several financial benefits were added to support our employees through the pandemic, including, but not limited to, pay
continuity for those affected by closures, expanded medical and family care leave options for employees with COVID-19 related absences, and funding for home office provisions.
We have taken a holistic approach in response to the COVID-19 pandemic, safeguarding our employees and caring for our communities by implementing strict procedures consistent with medical guidelines and best practices for the health and safety of on-site workers; enabling staff to work remotely; and providing enhanced employee benefits to support physical and mental health.
| Patrick J. Lord | | | | | | 56 | | | | | | Executive Vice President, CSBG and Global Operations | | |
Richard A.
Dr. Gottscho previously served as executive vice president, Global Products Group beginning in August 2010; and group vice president and
general manager, Etch Businesses beginning in March 2007. He joined us in January 1996 and has held various director and vice president roles spanning across deposition, etch, and clean products.
Prior to joining us, he was a member of Bell Laboratories for 15 years, where he headed research departments in electronics materials, electronics packaging, and flat panel displays.
In 2016, Dr. Gottscho was elected to the U.S. National Academy of Engineering; and in 2020, he was named a semiconductor all-star by VLSI Research.
He is the recipient of many awards, including the American Vacuum Society’s Peter Mark Memorial Award, the Plasma Science and Technology Division Prize, the Dry Process Symposium Nishizawa Award, and the Tegal Thinker Award.
He is a fellow of the American Physical and American Vacuum Societies.
He has authored numerous papers, patents, and lectures, and has served on editorial boards of peer-reviewed technical publications and program committees for major conferences in plasma science and engineering.
He served as vice-chair of a National Research Council study on plasma science.
Dr. Gottscho earned Ph.D. and B.S. degrees in physical chemistry from the Massachusetts Institute of Technology and Pennsylvania State University, respectively.
Scott G.
Before joining us, he was an independent consultant for a year and director, special projects at Micron Technology, Inc. for seven months.
Prior to that time, he spent over five and a half years at Inotera Memories, Inc., most recently as its president from August 2012 to December 2015.
Dr. Meikle started his career in process R&D and advanced to various leadership roles in business operations across multiple geographies for Micron Technology, and has over 25 years of experience in the memory devices sector of the semiconductor industry.
He earned his Ph.D. and M.
Eng.
degrees in engineering physics from Shizuoka University and McMaster University, respectively, and a B.S. degree in physics from the University of Calgary.
Prior to that time, he was group vice president of the Etch product group since March 2012.
Sesha Varadarajan is our senior vice president and general manager of the Deposition Business Unit, a position he has held since February 2018.
Prior that time, he was group vice president of the Deposition product group since September 2013.
An excerpt. Shown here: 40 of 58 rewritten, all 18 added and all 30 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2023 filing and the FY2022 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
Please refer to the subsection entities “Legal Proceedings” within [Note 17: Commitments and [removed: Contingencies](#icede5ff7d7f74911be727e4ff89d480d_133)] [added: Contingencies](#ib9c1d3e5e8944e55b55e7adb8f5f6251_133)] to our Consolidated Financial Statements included in Part II, Item 8 of this [removed: 2022] [added: 2023] Form 10-K.
Cover and table of contents
35 rewritten, 3 added, 1 removed, 76 unchanged
For the fiscal year ended June [removed: 26, 2022][added: 25, 2023]
| 4650 Cushing [removed: Parkway,] [added: Parkway, Fremont, California] | | | [removed: Fremont,] | | | [removed: California] | | | | | | 94538 | | |
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: 26, 2021,] [added: 25, 2022,] the last business day of the most recently completed second fiscal quarter, was [removed: $77,032,123,135.][added: $46,244,310,674.]
As of August [removed: 22, 2022,] [added: 10, 2023,] the Registrant had [removed: 136,987,792] [added: 132,511,701] 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 [removed: 8, 2022,] [added: 7, 2023,] are incorporated by reference into Part III of this Form 10-K.
[removed: 2022] [added: 2023] ANNUAL REPORT ON FORM 10-K
| Item 1. | | | [removed: [Business](#icede5ff7d7f74911be727e4ff89d480d_13)] [added: [Business](#ib9c1d3e5e8944e55b55e7adb8f5f6251_13)] | | | [removed: [3](#icede5ff7d7f74911be727e4ff89d480d_13)] [added: [3](#ib9c1d3e5e8944e55b55e7adb8f5f6251_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#icede5ff7d7f74911be727e4ff89d480d_16)] [added: Factors](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16)] | | | [removed: [12](#icede5ff7d7f74911be727e4ff89d480d_16)] [added: [12](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#icede5ff7d7f74911be727e4ff89d480d_19)] [added: Comments](#ib9c1d3e5e8944e55b55e7adb8f5f6251_19)] | | | [removed: [24](#icede5ff7d7f74911be727e4ff89d480d_19)] [added: [24](#ib9c1d3e5e8944e55b55e7adb8f5f6251_19)] | | |
| Item 2. | | | [removed: [Properties](#icede5ff7d7f74911be727e4ff89d480d_22)] [added: [Properties](#ib9c1d3e5e8944e55b55e7adb8f5f6251_22)] | | | [removed: [24](#icede5ff7d7f74911be727e4ff89d480d_22)] [added: [24](#ib9c1d3e5e8944e55b55e7adb8f5f6251_22)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#icede5ff7d7f74911be727e4ff89d480d_25)] [added: Proceedings](#ib9c1d3e5e8944e55b55e7adb8f5f6251_25)] | | | [removed: [24](#icede5ff7d7f74911be727e4ff89d480d_25)] [added: [25](#ib9c1d3e5e8944e55b55e7adb8f5f6251_25)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#icede5ff7d7f74911be727e4ff89d480d_28)] [added: Disclosures](#ib9c1d3e5e8944e55b55e7adb8f5f6251_28)] | | | [removed: [24](#icede5ff7d7f74911be727e4ff89d480d_28)] [added: [25](#ib9c1d3e5e8944e55b55e7adb8f5f6251_28)] | | |
| [Part [removed: II.](#icede5ff7d7f74911be727e4ff89d480d_31)] [added: II.](#ib9c1d3e5e8944e55b55e7adb8f5f6251_31)] | | | | | | | | |
| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#icede5ff7d7f74911be727e4ff89d480d_34)] [added: Securities](#ib9c1d3e5e8944e55b55e7adb8f5f6251_34)] | | | [removed: [25](#icede5ff7d7f74911be727e4ff89d480d_34)] [added: [26](#ib9c1d3e5e8944e55b55e7adb8f5f6251_34)] | | |
| Item 6. | | | [removed: \[[Reserved](#icede5ff7d7f74911be727e4ff89d480d_37)\]] [added: \[[Reserved](#ib9c1d3e5e8944e55b55e7adb8f5f6251_37)\]] | | | [removed: [28](#icede5ff7d7f74911be727e4ff89d480d_37)] [added: [28](#ib9c1d3e5e8944e55b55e7adb8f5f6251_37)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icede5ff7d7f74911be727e4ff89d480d_40)] [added: Operations](#ib9c1d3e5e8944e55b55e7adb8f5f6251_40)] | | | [removed: [28](#icede5ff7d7f74911be727e4ff89d480d_43)] [added: [28](#ib9c1d3e5e8944e55b55e7adb8f5f6251_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#icede5ff7d7f74911be727e4ff89d480d_55)] [added: Risk](#ib9c1d3e5e8944e55b55e7adb8f5f6251_55)] | | | [removed: [35](#icede5ff7d7f74911be727e4ff89d480d_55)] [added: [36](#ib9c1d3e5e8944e55b55e7adb8f5f6251_55)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#icede5ff7d7f74911be727e4ff89d480d_58)] [added: Data](#ib9c1d3e5e8944e55b55e7adb8f5f6251_58)] | | | [removed: [38](#icede5ff7d7f74911be727e4ff89d480d_58)] [added: [38](#ib9c1d3e5e8944e55b55e7adb8f5f6251_58)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#icede5ff7d7f74911be727e4ff89d480d_148)] [added: Disclosure](#ib9c1d3e5e8944e55b55e7adb8f5f6251_148)] | | | [removed: [74](#icede5ff7d7f74911be727e4ff89d480d_148)] [added: [75](#ib9c1d3e5e8944e55b55e7adb8f5f6251_148)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#icede5ff7d7f74911be727e4ff89d480d_151)] [added: Procedures](#ib9c1d3e5e8944e55b55e7adb8f5f6251_151)] | | | [removed: [74](#icede5ff7d7f74911be727e4ff89d480d_151)] [added: [75](#ib9c1d3e5e8944e55b55e7adb8f5f6251_151)] | | |
| Item 9B. | | | [Other [removed: Information](#icede5ff7d7f74911be727e4ff89d480d_154)] [added: Information](#ib9c1d3e5e8944e55b55e7adb8f5f6251_154)] | | | [removed: [74](#icede5ff7d7f74911be727e4ff89d480d_154)] [added: [75](#ib9c1d3e5e8944e55b55e7adb8f5f6251_154)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#icede5ff7d7f74911be727e4ff89d480d_157)] [added: Inspection](#ib9c1d3e5e8944e55b55e7adb8f5f6251_157)] | | | [removed: [74](#icede5ff7d7f74911be727e4ff89d480d_157)] [added: [75](#ib9c1d3e5e8944e55b55e7adb8f5f6251_157)] | | |
| [Part [removed: III.](#icede5ff7d7f74911be727e4ff89d480d_160)] [added: III.](#ib9c1d3e5e8944e55b55e7adb8f5f6251_160)] | | | | | | | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#icede5ff7d7f74911be727e4ff89d480d_163)] [added: Governance](#ib9c1d3e5e8944e55b55e7adb8f5f6251_163)] | | | [removed: [75](#icede5ff7d7f74911be727e4ff89d480d_163)] [added: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_163)] | | |
| Item 11. | | | [Executive [removed: Compensation](#icede5ff7d7f74911be727e4ff89d480d_166)] [added: Compensation](#ib9c1d3e5e8944e55b55e7adb8f5f6251_166)] | | | [removed: [75](#icede5ff7d7f74911be727e4ff89d480d_166)] [added: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_166)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#icede5ff7d7f74911be727e4ff89d480d_169)] [added: Matters](#ib9c1d3e5e8944e55b55e7adb8f5f6251_169)] | | | [removed: [75](#icede5ff7d7f74911be727e4ff89d480d_169)] [added: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_169)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#icede5ff7d7f74911be727e4ff89d480d_172)] [added: Independence](#ib9c1d3e5e8944e55b55e7adb8f5f6251_172)] | | | [removed: [75](#icede5ff7d7f74911be727e4ff89d480d_172)] [added: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_172)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#icede5ff7d7f74911be727e4ff89d480d_175)] [added: Services](#ib9c1d3e5e8944e55b55e7adb8f5f6251_175)] | | | [removed: [75](#icede5ff7d7f74911be727e4ff89d480d_175)] [added: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_175)] | | |
| [Part [removed: IV.](#icede5ff7d7f74911be727e4ff89d480d_178)] [added: IV.](#ib9c1d3e5e8944e55b55e7adb8f5f6251_178)] | | | | | | | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#icede5ff7d7f74911be727e4ff89d480d_181)] [added: Schedules](#ib9c1d3e5e8944e55b55e7adb8f5f6251_181)] | | | [removed: [76](#icede5ff7d7f74911be727e4ff89d480d_181)] [added: [77](#ib9c1d3e5e8944e55b55e7adb8f5f6251_181)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#icede5ff7d7f74911be727e4ff89d480d_184)] [added: Summary](#ib9c1d3e5e8944e55b55e7adb8f5f6251_184)] | | | [removed: [76](#icede5ff7d7f74911be727e4ff89d480d_184)] [added: [77](#ib9c1d3e5e8944e55b55e7adb8f5f6251_184)] | | |
| [Exhibit [removed: Index](#icede5ff7d7f74911be727e4ff89d480d_187)] [added: Index](#ib9c1d3e5e8944e55b55e7adb8f5f6251_187)] | | | | | | [removed: [77](#icede5ff7d7f74911be727e4ff89d480d_187)] [added: [78](#ib9c1d3e5e8944e55b55e7adb8f5f6251_187)] | | |
| [removed: [Signatures](#icede5ff7d7f74911be727e4ff89d480d_190)] [added: [Signatures](#ib9c1d3e5e8944e55b55e7adb8f5f6251_190)] | | | | | | [removed: [80](#icede5ff7d7f74911be727e4ff89d480d_190)] [added: [81](#ib9c1d3e5e8944e55b55e7adb8f5f6251_190)] | | |
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 2
Forward-looking statements include but are not limited to statements that relate to: trends and opportunities in the global economic environment; trends and opportunities in the semiconductor industry, including in the 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 [removed: addressable] [added: available] 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; [added: restructuring activities; business process improvements and initiatives;] volatility in our quarterly results; the makeup of our customer base; customer and end user requirements and our ability to satisfy those requirements; customer spending and 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 products and services; our competition, and our ability to defend our market share and to gain new market share; the success of joint development and collaboration relationships with customers, suppliers, or others; outsourced activities; our supply chain and the role of suppliers in our business, including the impacts of supply chain constraints and material costs; our leadership and competency, and our ability to facilitate innovation; our research and development programs, our ability to create sustainable differentiation; technology inflections in the 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; 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); 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).
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| [Part I.](#ib9c1d3e5e8944e55b55e7adb8f5f6251_10) | | | | | | | | |
| [Part I.](#icede5ff7d7f74911be727e4ff89d480d_10) | | | | | | | | |
Item 2. Properties
1 rewritten, 1 added, 1 removed, 6 unchanged
Our executive offices and principal operating and R&D facilities are located in Fremont and Livermore, California; Tualatin, Oregon; Yongin, Gyeonggi Province, Korea; [added: Bengaluru, India; Salzburg, Austria;] and Villach, Austria.
Lam Research Corporation 2023 10-K 24
In July 2021, our new advanced technology production facility in Malaysia began production.
Item 4. Mine Safety Disclosures
1 rewritten, 0 added, 0 removed, 2 unchanged
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 24][added: 25]
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16 rewritten, 13 added, 23 removed, 26 unchanged
Our Common Stock is traded on the Nasdaq Global Select MarketSM under the symbol “LRCX.” As of August [removed: 22, 2022,] [added: 10, 2023,] we had [removed: 462] [added: 439] stockholders of record.
During fiscal year [removed: 2022,] [added: 2023,] our quarterly dividend declared was [removed: $1.50] [added: $1.725] per share.
The total number of shares received under the June 2022 ASR [removed: will be] [added: 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 [removed: February] [added: June] 2022 ASR occurred in [removed: May] [added: September] 2022, resulting in the receipt of approximately [removed: 438] [added: 433] thousand additional shares, which yielded a weighted-average share price of [removed: $502.06] [added: $435.20] for the transaction period.
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 25][added: 26]
| Period | | | Total Number of Shares Repurchased (1) | | | | | | Average Price Paid per [removed: Share(2)] [added: Share (2, 3)] | | | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs] | | | | | | [removed: Amount] [added: Amount] Available Under Repurchase [removed: Program] [added: Program] | | |
| [removed: May 23, 2022 -] [added: Available balance as of] June 26, 2022 | | | [removed: 1,015] | | | | | | [removed: $] | [removed: 507.47] | | | | | [removed: 1,012] | | | | | | [removed: 5,514,636] [added: $] | [added: 5,514,636] | |
(1)During the fiscal year ended June [removed: 26, 2022,] [added: 25, 2023,] we acquired [removed: 253] [added: 176] thousand shares at a total cost of [removed: $138.1] [added: $85.4] 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.
(2)Average price paid per share excludes the effect of accelerated share [removed: repurchases.][added: repurchase activities.]
[removed: (3)Average] [added: (4)Average] price paid per share presented is for the quarter ended June [removed: 26, 2022.][added: 25, 2023.]
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 26][added: 27]
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: 26, 2022.][added: 25, 2023.]
[removed: ][added: ]
*$100 invested on June [removed: 25, 2017] [added: 24, 2018] in stock or [removed: June 30, 2017 in] index, including reinvestment of dividends.
| | | | June [removed: 25, 2017 | | | | | | June] 24, 2018 | | | | | | June 30, 2019 | | | | | | June 28, 2020 | | | | | | June 27, 2021 | | | | | | June 26, 2022 | | | [added: | | | June 25, 2023 | | |]
| Philadelphia Semiconductor Sector Total Return Index | | | $ | 100.00 | | | | | $ | [removed: 129.11] [added: 108.74] | | | | | $ | [removed: 146.29] [added: 145.86] | | | | | $ | [removed: 203.84] [added: 249.32] | | | | | $ | [removed: 346.16] [added: 211.77] | | | | | $ | [removed: 267.91] [added: 277.14] | |
| Quarter ended September 25, 2022 | | | 686 | | | | | | $ | 433.47 | | | | | 675 | | | | | | 5,409,654 | | |
| Quarter ended December 25, 2022 | | | 1,133 | | | | | | $ | 429.27 | | | | | 1,125 | | | | | | 4,926,428 | | |
| Quarter ended March 26, 2023 | | | 1,165 | | | | | | $ | 477.15 | | | | | 1,017 | | | | | | 4,443,010 | | |
| March 27, 2023 - April 23, 2023 | | | 379 | | | | | | $ | 508.62 | | | | | 377 | | | | | | 4,251,363 | | |
| April 24, 2023 - May 21, 2023 | | | 608 | | | | | | $ | 535.36 | | | | | 603 | | | | | | 3,928,585 | | |
| May 22, 2023 - June 25, 2023 | | | 638 | | | | | | $ | 615.18 | | | | | 636 | | | | | | 3,537,217 | | |
| Total | | | 4,609 | | | | | | $ | 560.47 | | (4) | | | 4,433 | | | | | | $ | 3,537,217 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(3)As of January 1, 2023, our net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act.
Excise tax incurred reduces the amount available under repurchase programs, as applicable, and is included in the cost of shares repurchased in the Consolidated Statement of Stockholders’ Equity and the calculation of the average price paid per share.
| Lam Research Corporation | | | $ | 100.00 | | | | | $ | 110.38 | | | | | $ | 181.00 | | | | | $ | 381.27 | | | | | $ | 275.29 | | | | | $ | 377.48 | |
| Nasdaq Composite Total Return Index | | | $ | 100.00 | | | | | $ | 105.24 | | | | | $ | 129.57 | | | | | $ | 192.09 | | | | | $ | 156.35 | | | | | $ | 183.37 | |
| S&P 500 (TR) Index | | | $ | 100.00 | | | | | $ | 108.98 | | | | | $ | 113.68 | | | | | $ | 164.28 | | | | | $ | 152.31 | | | | | $ | 172.25 | |
Final settlement of the June 2022 ASR will occur between August 18, 2022 and November 4, 2022.
On February 15, 2022, we entered into an accelerated share repurchase agreement (the "February 2022 ASR") with two financial institutions to repurchase a total of $600 million of Common Stock.
We took an initial delivery of approximately 758 thousand shares, which represented 75% of the prepayment amount divided by our closing stock price on February 15, 2022.
The total number of shares received under the February 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.
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.
| Available balance as of June 27, 2021 | | | | | | | | | | | | | | | | | | | | | $ | 4,222,220 | |
| 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 | | |
| Total | | | 6,574 | | | | | | $ | 485.14 | | (3) | | | 6,321 | | | | | | $ | 5,514,636 | |
Indexes calculated on month-end basis.
Copyright © 2022 Standard & Poor’s, a division of S&P Global.
All rights reserved.
| 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 | |
Lam Research Corporation 2022 10-K 27
Item 8. Financial Statements and Supplementary Data
457 rewritten, 205 added, 120 removed, 799 unchanged
| Consolidated Statements of Operations — Years Ended June [added: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020] [added: 27, 2021] | | | [removed: [39](#icede5ff7d7f74911be727e4ff89d480d_61)] [added: [39](#ib9c1d3e5e8944e55b55e7adb8f5f6251_61)] | | |
| Consolidated Statements of Comprehensive Income — Years Ended June [added: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020] [added: 27, 2021] | | | [removed: [40](#icede5ff7d7f74911be727e4ff89d480d_64)] [added: [40](#ib9c1d3e5e8944e55b55e7adb8f5f6251_64)] | | |
| Consolidated Balance Sheets — June [removed: 26, 2022,] [added: 25, 2023,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [41](#icede5ff7d7f74911be727e4ff89d480d_67)] [added: [41](#ib9c1d3e5e8944e55b55e7adb8f5f6251_67)] | | |
| Consolidated Statements of Cash Flows — Years Ended June [added: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020] [added: 27, 2021] | | | [removed: [42](#icede5ff7d7f74911be727e4ff89d480d_70)] [added: [42](#ib9c1d3e5e8944e55b55e7adb8f5f6251_70)] | | |
| Consolidated Statements of Stockholders’ Equity — Years Ended June [added: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020] [added: 27, 2021] | | | [removed: [44](#icede5ff7d7f74911be727e4ff89d480d_73)] [added: [44](#ib9c1d3e5e8944e55b55e7adb8f5f6251_73)] | | |
| Notes to Consolidated Financial Statements | | | [removed: [45](#icede5ff7d7f74911be727e4ff89d480d_79)] [added: [45](#ib9c1d3e5e8944e55b55e7adb8f5f6251_79)] | | |
| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: [71](#icede5ff7d7f74911be727e4ff89d480d_145)] [added: [72](#ib9c1d3e5e8944e55b55e7adb8f5f6251_145)] | | |
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 38
| June [removed: 26, 2022] [added: 25, 2023] | | | | | | June [removed: 27, 2021] [added: 26, 2022] | | | | | | June [removed: 28, 2020] [added: 27, 2021] | | | | | |
| Revenue | | | $ | [removed: 17,227,039] [added: 17,428,516] | | | | | $ | [removed: 14,626,150] [added: 17,227,039] | | | | | $ | [removed: 10,044,736] [added: 14,626,150] | |
| Cost of goods sold | | | [removed: 9,355,232] [added: 9,573,425] | | | | | | [removed: 7,820,844] [added: 9,355,232] | | | | | | [removed: 5,436,043] [added: 7,820,844] | | |
| Gross margin | | | [removed: 7,871,807] [added: 7,776,925] | | | | | | [removed: 6,805,306] [added: 7,871,807] | | | | | | [removed: 4,608,693] [added: 6,805,306] | | |
| Research and development | | | [removed: 1,604,248] [added: 1,727,162] | | | | | | [removed: 1,493,408] [added: 1,604,248] | | | | | | [removed: 1,252,412] [added: 1,493,408] | | |
| Selling, general, and administrative | | | [removed: 885,737] [added: 832,753] | | | | | | [removed: 829,875] [added: 885,737] | | | | | | [removed: 682,479] [added: 829,875] | | |
| Total operating expenses | | | [removed: 2,489,985] [added: 2,602,065] | | | | | | [removed: 2,323,283] [added: 2,489,985] | | | | | | [removed: 1,934,891] [added: 2,323,283] | | |
| Operating income | | | [removed: 5,381,822] [added: 5,174,860] | | | | | | [removed: 4,482,023] [added: 5,381,822] | | | | | | [removed: 2,673,802] [added: 4,482,023] | | |
| Other income (expense), net | | | [removed: (188,708)] [added: (65,650)] | | | | | | [removed: (111,219)] [added: (188,708)] | | | | | | [removed: (98,824)] [added: (111,219)] | | |
| Income before income taxes | | | [removed: 5,193,114] [added: 5,109,210] | | | | | | [removed: 4,370,804] [added: 5,193,114] | | | | | | [removed: 2,574,978] [added: 4,370,804] | | |
| Income tax expense | | | [removed: (587,828)] [added: (598,279)] | | | | | | [removed: (462,346)] [added: (587,828)] | | | | | | [removed: (323,225)] [added: (462,346)] | | |
| Net income | | | $ | [removed: 4,605,286] [added: 4,510,931] | | | | | $ | [removed: 3,908,458] [added: 4,605,286] | | | | | $ | [removed: 2,251,753] [added: 3,908,458] | |
| Basic | | | $ | [removed: 32.92] [added: 33.30] | | | | | $ | [removed: 27.22] [added: 32.92] | | | | | $ | [removed: 15.55] [added: 27.22] | |
| Diluted | | | $ | [removed: 32.75] [added: 33.21] | | | | | $ | [removed: 26.90] [added: 32.75] | | | | | $ | [removed: 15.10] [added: 26.90] | |
| Basic | | | [removed: 139,899] [added: 135,472] | | | | | | [removed: 143,609] [added: 139,899] | | | | | | [removed: 144,814] [added: 143,609] | | |
| Diluted | | | [removed: 140,628] [added: 135,834] | | | | | | [removed: 145,320] [added: 140,628] | | | | | | [removed: 149,090] [added: 145,320] | | |
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 39
| Foreign currency translation adjustment | | | [removed: (50,342)] [added: 6,858] | | | | | | [removed: 14,398] [added: (50,342)] | | | | | | [removed: (6,441)] [added: 14,398] | | |
| Net unrealized gains [removed: (losses)] during the period | | | [removed: 30,849] [added: 10,413] | | | | | | [removed: 22,139] [added: 30,849] | | | | | | [removed: (30,603)] [added: 22,139] | | |
| Net [removed: (gains) losses] [added: gains] reclassified into net income | | | [removed: (29,054)] [added: (9,411)] | | | | | | [removed: (3,468)] [added: (29,054)] | | | | | | [removed: 2,137] [added: (3,468)] | | |
| | | | [removed: 1,795] [added: 1,002] | | | | | | [removed: 18,671] [added: 1,795] | | | | | | [removed: (28,466)] [added: 18,671] | | |
| Net unrealized [removed: (losses)] gains [added: (losses)] during the period | | | [removed: (4,638)] [added: 1,491] | | | | | | [removed: (4,098)] [added: (4,638)] | | | | | | [removed: 1,842] [added: (4,098)] | | |
| Net [added: (gains)] losses reclassified into net income | | | [removed: 1,390] [added: (158)] | | | | | | [removed: 786] [added: 1,390] | | | | | | [removed: 935] [added: 786] | | |
| | | | [removed: (3,248)] [added: 1,333] | | | | | | [removed: (3,312)] [added: (3,248)] | | | | | | [removed: 2,777] [added: (3,312)] | | |
| Defined benefit plans, net change in unrealized component | | | [removed: 5,941] [added: 83] | | | | | | [removed: 326] [added: 5,941] | | | | | | [removed: 1,949] [added: 326] | | |
| Other comprehensive income (loss), net of tax | | | [removed: (45,854)] [added: 9,276] | | | | | | [removed: 30,083] [added: (45,854)] | | | | | | [removed: (30,181)] [added: 30,083] | | |
| Comprehensive income | | | $ | [removed: 4,559,432] [added: 4,520,207] | | | | | $ | [removed: 3,938,541] [added: 4,559,432] | | | | | $ | [removed: 2,221,572] [added: 3,938,541] | |
Lam Research Corporation [removed: 2022] [added: 2023] 10-K 40
| [added: June 25, 2023] | | | [added: | | |] June 26, 2022 | | | | | | June 27, 2021 | | | [added: | | |]
| Cash and cash equivalents | | | $ | [added: 5,337,056 | | | | | $ |] 3,522,001 | | | | | $ | 4,418,263 | |
| Investments | | | [removed: 135,731] [added: 37,641] | | | | | | [removed: 1,310,872] [added: 135,731] | | |
| Accounts receivable, less allowance of [removed: $5,606] [added: $5,344] as of June [removed: 26, 2022] [added: 25, 2023] and [removed: $5,255] [added: $5,606] as of June [removed: 27, 2021] [added: 26, 2022] | | | [removed: 4,313,818] [added: 2,823,376] | | | | | | [removed: 3,026,430] [added: 4,313,818] | | |
| Restructuring charges, net - cost of goods sold | | | 78,166 | | | | | | — | | | | | | — | | |
| Total cost of goods sold | | | 9,651,591 | | | | | | 9,355,232 | | | | | | 7,820,844 | | |
| Restructuring charges, net - operating expenses | | | 42,150 | | | | | | — | | | | | | — | | |
| Restricted cash and investments | | | 250,316 | | | | | | 251,534 | | |
| Net income | | | $ | 4,510,931 | | | | | $ | 4,605,286 | | | | | $ | 3,908,458 | |
| Business acquisitions, net of cash acquired | | | (119,955) | | | | | | — | | | | | | — | | |
| Issuance of common stock | | | 615 | | | | | | 1 | | | | | | 11,110 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,111 | | |
| Purchase of treasury stock | | | (4,609) | | | | | | (5) | | | | | | — | | | | | | (2,062,447) | | | | | | — | | | | | | — | | | | | | (2,062,452) | | |
| Reissuance of treasury stock | | | 316 | | | | | | — | | | | | | 96,376 | | | | | | 13,523 | | | | | | — | | | | | | — | | | | | | 109,899 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,510,931 | | | | | | 4,510,931 | | |
| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,276 | | | | | | — | | | | | | 9,276 | | |
| Balance at June 25, 2023 | | | 133,297 | | | | | | $ | 133 | | | | | $ | 7,809,002 | | | | | $ | (21,530,353) | | | | | $ | (100,706) | | | | | $ | 22,032,096 | | | | | $ | 8,210,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 25, 2023
When reviewing goodwill for impairment, the Company first performs a qualitative assessment to
The Company also
In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides temporary optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another
reference rate expected to be discontinued.
In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848),” which permits entities to apply optional expedients in Topic 848 to derivative instruments modified because of discounting transition resulting from reference rate reform.
In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” extending the relief offered in this series of ASUs through December 31, 2024.
In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities (e.g., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers” as if the acquirer had originated the contracts.
The guidance is applied prospectively to acquisitions occurring on or after the effective date.
The Company early adopted ASU No. 2021-08 during the quarter ended December 25, 2022.
The Company prospectively adopted ASU 2021-10 in the fiscal year ended June 25, 2023.
Refer to [Note 17: Commitments and Contingencies](#ib9c1d3e5e8944e55b55e7adb8f5f6251_133) for additional information regarding the Company’s government assistance.
In December 2022, the Company executed Amendment No. 1 To Second Amended and Restated Credit Agreement, the primary purpose of which was to change the reference rate for borrowings under the Credit Agreement by replacing LIBOR with the Secured Overnight Financing Rate (“SOFR”).
The Company applied practical expedients provided in Topic 848 allowing for the changes in contractual terms to be accounted for prospectively.
These modifications had no significant impact on the Company’s Consolidated Financial Statements.
Refer to [Note 14: Long-term Debt and Other Borrowings](#ib9c1d3e5e8944e55b55e7adb8f5f6251_124) for further information regarding the terms of the Credit Agreement.
There are no new accounting pronouncements not yet adopted or effective that are expected to have a material impact on the Company’s Consolidated Financial Statements.
| Deferred revenue | | | $ | 1,624,427 | | | | | $ | 183,045 | | (1) | | | $ | 30,435 | | (1) | | | $ | 1,837,907 | |
| Granted | | | 600 | | | | | | 466.96 | | |
| Vested | | | (544) | | | | | | 412.24 | | |
| Outstanding, June 25, 2023 | | | 1,078 | | | | | | $ | 498.79 | |
Interest income in the year ended June 25, 2023, increased compared to the year ended June 26, 2022, primarily as a result of higher yields and higher cash balances.
Interest expense in the year ended June 25, 2023, was flat compared to the year ended June 26, 2022.
| R&D capitalization | | | 36,618 | | | | | | — | | |
At June 25, 2023, the Company had foreign net operating loss carryforwards of $19.6 million.
| Net proceeds from issuance of long-term debt | | | — | | | | | | — | | | | | | 1,974,651 | | |
| Proceeds from borrowings on revolving credit facility | | | — | | | | | | — | | | | | | 1,250,000 | | |
| Repayment of borrowings on revolving credit facility | | | — | | | | | | — | | | | | | (1,250,000) | | |
| Restricted cash and cash equivalents | | | 251,534 | | | | | | 252,487 | | | | | | 253,911 | | |
| Balance at June 30, 2019 | | | 144,433 | | | | | | $ | 144 | | | | | $ | 6,409,405 | | | | | $ | (11,602,573) | | | | | $ | (64,030) | | | | | $ | 9,930,919 | | | | | $ | 4,673,865 | |
| Issuance of common stock | | | 1,288 | | | | | | 1 | | | | | | 8,083 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,084 | | |
| Purchase of treasury stock | | | (5,371) | | | | | | (5) | | | | | | — | | | | | | (1,369,697) | | | | | | — | | | | | | — | | | | | | (1,369,702) | | |
| Reissuance of treasury stock | | | 513 | | | | | | 1 | | | | | | 63,057 | | | | | | 22,381 | | | | | | — | | | | | | — | | | | | | 85,439 | | |
| Effect of conversion of convertible notes | | | 4,468 | | | | | | 4 | | | | | | (12,328) | | | | | | — | | | | | | — | | | | | | — | | | | | | (12,324) | | |
| Reclassification from temporary to permanent equity | | | — | | | | | | — | | | | | | 38,444 | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,444 | | |
| Adoption of ASU 2016-02 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,018 | | | | | | 3,018 | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,251,753 | | | | | | 2,251,753 | | |
| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (30,181) | | | | | | | | | | | | (30,181) | | |
Reclassification: Certain amounts for the fiscal year 2021 footnotes have been reclassified to conform to the fiscal year 2022 presentation.
No other-than-temporary impairment charges were recognized during the year ended June 28, 2020.
The guidance is effective for financial statements issued for annual periods beginning after December 15, 2021, with early adoption permitted.
The Company is required to adopt this standard in the first quarter of fiscal year 2023 for the annual reporting period ending June 25, 2023.
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 | |
| Outstanding, June 27, 2021 | | | 1,306 | | | | | | $ | 345.70 | |
| Granted | | | 606 | | | | | | 518.45 | | |
| Vested | | | (747) | | | | | | 261.38 | | |
Interest income decreased in the year ended June 27, 2021, compared to the year ended June 28, 2020, as a result of lower yield.
The increase in interest expense in the year ended June 27, 2021, compared to the year ended June 28, 2020, primarily due to the full year impact of the issuance of the $2.0 billion senior notes in fiscal year 2020.
| Intangible assets | | | — | | | | | | (3,113) | | |
The Company is in the process of evaluating the potential impacts of the IRA.
The Company will continue to monitor issuance of additional guidance.
| Balance as of June 30, 2019 | | | $ | 420,772 | |
If the Company agrees to the proposed adjustments, cash settlements with respect to the increased liabilities will be made accordingly.
| U.S. Treasury and agencies | | | 204,743 | | | | | | 96 | | | | | | (47) | | | | | | 204,792 | | | | | | — | | | | | | 204,792 | | | | | | — | | | | | | — | | |
| Mutual funds | | | 80,694 | | | | | | 15,510 | | | | | | (33) | | | | | | 96,171 | | | | | | — | | | | | | — | | | | | | — | | | | | | 96,171 | | |
| Level 1 total | | | 2,531,575 | | | | | | 15,606 | | | | | | (80) | | | | | | 2,547,101 | | | | | | 2,246,138 | | | | | | 204,792 | | | | | | — | | | | | | 96,171 | | |
| Government-sponsored enterprises | | | 3,498 | | | | | | 7 | | | | | | — | | | | | | 3,505 | | | | | | — | | | | | | 3,505 | | | | | | — | | | | | | — | | |
| Foreign government bonds | | | 32,995 | | | | | | 21 | | | | | | (4) | | | | | | 33,012 | | | | | | — | | | | | | 33,012 | | | | | | — | | | | | | — | | |
| Corporate notes and bonds | | | 1,043,308 | | | | | | 2,247 | | | | | | (457) | | | | | | 1,045,098 | | | | | | — | | | | | | 1,045,098 | | | | | | — | | | | | | — | | |
| Mortgage backed securities - residential | | | 5,623 | | | | | | 54 | | | | | | — | | | | | | 5,677 | | | | | | — | | | | | | 5,677 | | | | | | — | | | | | | — | | |
| Mortgage backed securities - commercial | | | 18,830 | | | | | | 17 | | | | | | (59) | | | | | | 18,788 | | | | | | — | | | | | | 18,788 | | | | | | — | | | | | | — | | |
An excerpt. Shown here: 40 of 457 rewritten, 40 of 205 added and 40 of 120 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2023 filing and the FY2022 filing.
Item 9A. Controls and Procedures
4 rewritten, 0 added, 0 removed, 15 unchanged
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June [removed: 26, 2022,] [added: 25, 2023,] 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).
Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer each concluded that our disclosure controls and procedures are effective, as of June [removed: 26, 2022,] [added: 25, 2023,] at the reasonable assurance level.
Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June [removed: 26, 2022,] [added: 25, 2023,] at providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Ernst & Young LLP, an independent registered public accounting firm, audited the financial statements included in this [removed: 2022] [added: 2023] Form 10-K and has issued an attestation report on the Company’s internal control over financial reporting, as stated in their report, which is included in Part II, Item 8 of this [removed: 2022] [added: 2023] Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 rewritten, 0 added, 0 removed, 2 unchanged
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 74][added: 75]
We have omitted from this [removed: 2022] [added: 2023] Form 10-K certain information required by Part III because we, as the Registrant, will file a definitive proxy statement with the SEC within 120 days after the end of our fiscal year, pursuant to Regulation 14A, as promulgated by the SEC, for our Annual Meeting of Stockholders expected to be held on or about November [removed: 8, 2022,] [added: 7, 2023,] (the “Proxy Statement”), and certain information included in the Proxy Statement is incorporated into this report by reference.
Item 10. Directors, Executive Officers and Corporate Governance
3 rewritten, 0 added, 0 removed, 4 unchanged
For information regarding our executive officers, see Part I, Item 1 of this [removed: 2022] [added: 2023] Form 10-K under the caption “Information about our Executive Officers,” which information is incorporated into Part III by reference.
The information concerning our directors required by this Item is incorporated by reference to our Proxy Statement under the heading “Voting Proposals — Proposal No. 1: Election of Directors — [removed: 2022] [added: 2023] Nominees for Director.”
The information concerning our audit committee and audit committee financial experts required by this Item is incorporated by reference to our Proxy Statement under the [removed: heading] [added: headings] “Governance Matters — Corporate Governance — Board Committees” and “Governance Matters — Corporate Governance — Board Committees — Audit Committee.”
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item is incorporated by reference to our Proxy Statement under the [removed: heading] [added: headings] “Compensation Matters — Executive Compensation and Other Information,” “Compensation Matters — CEO Pay Ratio,” and “Governance Matters — Director Compensation.”
Item 14. Principal Accountant Fees and Services
2 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this Item is incorporated by reference to our Proxy Statement under the [removed: heading] [added: headings] “Audit Matters — Relationship with Independent Registered Public Accounting Firm –– Fees Billed by Ernst & Young LLP” and “Audit Matters –– Relationship with Independent Registered Public Accounting Firm –– Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services.”
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 75][added: 76]
Item 15. Exhibit and Financial Statement Schedules
7 rewritten, 0 added, 0 removed, 10 unchanged
| Consolidated Statements of Operations — Years Ended June [added: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020] [added: 27, 2021] | | | [removed: [39](#icede5ff7d7f74911be727e4ff89d480d_61)] [added: [39](#ib9c1d3e5e8944e55b55e7adb8f5f6251_61)] | | |
| Consolidated Statements of Comprehensive Income — Years Ended June [added: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020] [added: 27, 2021] | | | [removed: [40](#icede5ff7d7f74911be727e4ff89d480d_64)] [added: [40](#ib9c1d3e5e8944e55b55e7adb8f5f6251_64)] | | |
| Consolidated Balance Sheets — June [removed: 26, 2022,] [added: 25, 2023,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [41](#icede5ff7d7f74911be727e4ff89d480d_67)] [added: [41](#ib9c1d3e5e8944e55b55e7adb8f5f6251_67)] | | |
| Consolidated Statements of Cash Flows — Years Ended June [added: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020] [added: 27, 2021] | | | [removed: [42](#icede5ff7d7f74911be727e4ff89d480d_70)] [added: [42](#ib9c1d3e5e8944e55b55e7adb8f5f6251_70)] | | |
| Consolidated Statements of Stockholders’ Equity — Years Ended June [added: 25, 2023, June] 26, 2022, [removed: June 27, 2021,] and June [removed: 28, 2020] [added: 27, 2021] | | | [removed: [44](#icede5ff7d7f74911be727e4ff89d480d_73)] [added: [44](#ib9c1d3e5e8944e55b55e7adb8f5f6251_73)] | | |
| Notes to Consolidated Financial Statements | | | [removed: [45](#icede5ff7d7f74911be727e4ff89d480d_79)] [added: [45](#ib9c1d3e5e8944e55b55e7adb8f5f6251_79)] | | |
| Reports of Independent Registered Public Accounting Firm | | | [removed: [71](#icede5ff7d7f74911be727e4ff89d480d_145)] [added: [72](#ib9c1d3e5e8944e55b55e7adb8f5f6251_145)] | | |
Item 16. Form 10-K Summary
24 rewritten, 8 added, 2 removed, 140 unchanged
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 76][added: 77]
FOR THE FISCAL YEAR ENDED JUNE [removed: 26, 2022][added: 25, 2023]
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 77][added: 78]
| 10.19* | | | | | | [2004 Executive Incentive Plan, as Amended and Restated which is incorporated by reference to [removed: Exhibit 4.23 to] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/707549/000070754923000011/lrcx_exx101x2004eipamended.htm) [10.1](https://www.sec.gov/Archives/edgar/data/707549/000070754923000011/lrcx_exx101x2004eipamended.htm) [to] the Registrant’s Current Report on Form 8-K filed [removed: on November 5, 2015 (SEC] [added: on](https://www.sec.gov/Archives/edgar/data/707549/000070754923000011/lrcx_exx101x2004eipamended.htm) [February 9, 2023](https://www.sec.gov/Archives/edgar/data/707549/000070754923000011/lrcx_exx101x2004eipamended.htm) [(SEC] File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312515368462/d79742dex423.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754923000011/lrcx_exx101x2004eipamended.htm)] | | |
| 10.28 | | | | | | [removed: [Second] [added: [Amendment No. 1 to Second] Amended and Restated Credit Agreement dated [removed: June 17, 2021,] [added: December 7, 2022,] among Lam Research [removed: Corporation,] [added: Corporation,](https://www.sec.gov/Archives/edgar/data/707549/000070754923000008/lrcx_2qx2023xexx102-amendm.htm) [as borrower, the lenders party thereto and] JPMorgan Chase Bank, N.A., as administrative agent, [removed: and the other agents and lenders listed therein, and all exhibits and schedules attached thereto] which is incorporated by reference to Exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/707549/000070754923000008/lrcx_2qx2023xexx102-amendm.htm)[2](https://www.sec.gov/Archives/edgar/data/707549/000070754923000008/lrcx_2qx2023xexx102-amendm.htm) [to] the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: June 21, 2021] [added: January 30, 2023] (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754921000115/ex101_lamresearch2021secon.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754923000008/lrcx_2qx2023xexx102-amendm.htm)] | | |
| 10.38* | | | | | | [removed: [Non](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm)[\-](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm)[employee] [added: [Non-employee] Director Compensation [removed: Program](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm) [which] [added: Program which] is incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm)[1](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm) [to] [added: 10.1 to] the [removed: Registrant's](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm) [Report] [added: Registrant's Quarterly Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm)[Q](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm) [filed on](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm) [F](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm)[ebruary 1](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm)[, 202](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm)[2](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm) [(SEC] [added: 10-Q filed on February 1, 2022 (SEC] File No. 000-12933).](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm) | | |
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 78][added: 79]
| 21 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/707549/000070754922000107/exhibit21june2022.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/707549/000070754923000102/exhibit21june2023.htm)] | | |
| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/707549/000070754922000107/exhibit23june2022.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/707549/000070754923000102/exhibit23june2023.htm)] | | |
| 31.1 | | | | | | [Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/707549/000070754922000107/exhibit311june2022.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/707549/000070754923000102/exhibit311june2023.htm)] | | |
| 31.2 | | | | | | [Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/707549/000070754922000107/exhibit312june2022.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/707549/000070754923000102/exhibit312june2023.htm)] | | |
| 32.1 | | | | | | [Section 1350 Certification — (Principal Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/707549/000070754922000107/exhibit321june2022.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/707549/000070754923000102/exhibit321june2023.htm)] | | |
| 32.2 | | | | | | [Section 1350 Certification — (Principal Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/707549/000070754922000107/exhibit322june2022.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/707549/000070754923000102/exhibit322june2023.htm)] | | |
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 79][added: 80]
| Date: | | | August [removed: 24, 2022] [added: 15, 2023] | | | | | | LAM RESEARCH CORPORATION (Registrant) | | |
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 80][added: 81]
| /s/ Timothy M. Archer | | | | | | President, Chief Executive Officer and Director | | | | | | August [removed: 24, 2022] [added: 15, 2023] | | |
| Principal Financial [removed: Officer and Principal Accounting] Officer | | | | | | | | | | | | | | |
| /s/ Douglas R. Bettinger | | | | | | Executive Vice [removed: President, Chief Financial Officer,] [added: President] and Chief [removed: Accounting] [added: Financial] Officer | | | | | | August [removed: 24, 2022] [added: 15, 2023] | | |
| /s/ Abhijit Y. Talwalkar | | | Chairman | | | August [removed: 24, 2022] [added: 15, 2023] | | | /s/ Bethany J. Mayer | | | Director | | | August [removed: 24, 2022] [added: 15, 2023] | | |
| /s/ Sohail U. Ahmed | | | Director | | | August [removed: 24, 2022] [added: 15, 2023] | | | /s/ Jyoti K. Mehra | | | Director | | | August [removed: 24, 2022] [added: 15, 2023] | | |
| /s/ Eric K. Brandt | | | Director | | | August [removed: 24, 2022] [added: 15, 2023] | | | /s/ Lih Shyng Tsai | | | Director | | | August [removed: 24, 2022] [added: 15, 2023] | | |
| /s/ Michael R. Cannon | | | Director | | | August [removed: 24, 2022] [added: 15, 2023] | | | /s/ Leslie F. Varon | | | Director | | | August [removed: 24, 2022] [added: 15, 2023] | | |
Lam Research Corporation [removed: 2022] [added: 2023] 10-K [removed: 81][added: 82]
| 10.40* | | | | | | [Form of Restricted Stock Unit Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on January 30, 2023 (SEC File No. 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754923000008/lrcx_2qx2023xexx101-rsuxus.htm) | | |
| Principal Accounting Officer | | | | | | | | | | | | | | |
| /s/ Christina C. Correia | | | | | | Corporate Vice President and Chief Accounting Officer | | | | | | August 15, 2023 | | |
| Christina C. Correia | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ Ho Kyu Kang | | | Director | | | August 15, 2023 | | | | | | | | | | | |
| Ho Kyu Kang | | | | | | | | | | | | | | | | | |
| /s/ Catherine P. Lego | | | Director | | | August 24, 2022 | | | | | | | | | | | |
| Catherine P. Lego | | | | | | | | | | | | | | | | | |