Lam Research (LRCX) 10-K risk factor changes: FY2024 vs FY2023

In addition to the other information in this Annual Report on Form 10-K [removed: (“2023] [added: (“2024] 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.

The variability in our customers’ investments during any particular period is dependent on several factors, [removed: including] [added: including,] but not limited [removed: to] [added: to,] electronics demand, economic conditions (both general and in the semiconductor and electronics industries), industry supply and demand, prices for semiconductors, and our customers’ ability to develop and manufacture increasingly complex and costly semiconductor devices.

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 12

The economic, 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 [added: services and] normal commercial relationships with our customers, suppliers, and creditors.

As a result, changing economic, regulatory, political or business conditions can cause material adverse changes to our results of operations and financial condition, [removed: including] [added: including,] but not limited to:

- exposure to claims from our suppliers for payment on inventory that is ordered in anticipation of customer purchases that do not come to fruition; [added: and]

Sales to a limited number of large customers constitute a significant portion of our overall [removed: revenue,] shipments, [added: revenue,] cash [removed: flows, collections,] [added: flows] and profitability.

[removed: We face significant competition from multiple competitors, and with] [added: With] increased consolidation efforts in our industry, as well as the emergence and strengthening of new, regional competitors, we may face increasing competitive pressures.

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 13

[removed: In addition,] [added: We face significant competition from multiple competitors, and] our competitors may be able to develop products comparable or superior to those we offer or may adapt more quickly to new technologies or evolving customer requirements.

In particular, while we continue to develop product enhancements that we believe will address future customer requirements, we may fail in a timely manner to [added: identify those future customer requirements, to devote appropriate resources to developing products to address those requirements, or to] complete the development or introduction of these additional product enhancements successfully, or these product enhancements may not achieve market acceptance or be competitive.

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 [removed: new] products and technologies, to invest in or acquire [removed: such] businesses or technologies, and to pursue joint development relationships with customers, suppliers, or other members of the industry.

We may find that acquisitions are not available to us, for regulatory or other reasons, and that we must therefore limit ourselves to collaboration and joint venture development [removed: activities, which] [added: activities that] do not have the same benefits as acquisitions.

Pursuing development through collaboration and/or joint development activities rather than through an acquisition [removed: poses] [added: may pose] substantial challenges for management, including those related to aligning business objectives; sharing confidential information, intellectual property and data; sharing value with third parties; and realizing synergies that might have been available in an acquisition but are not available through a joint development project.

We must manage product transitions and joint development relationships successfully, as the introduction of new products could adversely affect our sales of existing products and certain jointly developed technologies may be subject to restrictions on our ability to share that [removed: technology with other customers,] [added: technology,] which could limit our market for products incorporating those technologies.

Future technologies, processes, or product developments [added: may render our]

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 14

[removed: may render our] current product offerings obsolete, leaving us with non-competitive products, obsolete inventory, or both.

Factors that may cause our financial results to fluctuate unpredictably [removed: include] [added: include,] but are not limited to:

- legal, tax, accounting, or regulatory changes [removed: (including] [added: (including,] but not limited [removed: to] [added: to,] changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to China) or changes in the interpretation or enforcement of existing requirements;

- macroeconomic, [removed: industry,] [added: industry] and market conditions, including those caused by the Russian invasion of [removed: Ukraine or] [added: Ukraine, conflict in the Middle East,] bank [removed: failures,] [added: failures;] and geopolitical issues;

- transportation, communication, demand, information technology, or supply disruptions based on factors outside our control, such as strikes, acts of God, wars, terrorist activities, widespread outbreak of illness, natural or man-made disasters, [added: international conflict,] or climate change;

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 15

Results of Operations of this [removed: 2023] [added: 2024] Form 10-K, accounted for approximately [added: 93%,] 91%, [removed: 92%,] and [removed: 94%] [added: 92%] of total revenue in fiscal years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.

- changes in and compliance with U.S. and international laws and regulations affecting foreign operations, including U.S. and international trade restrictions and sanctions, [added: international data privacy regulations, such as the General Data Protection Regulation,] anti-bribery, anti-corruption, anti-boycott, environmental, tax, and labor laws;

There is inherent risk, based on the complex relationships among [removed: China, Japan, Korea, Taiwan, and] the [removed: United States,] [added: world’s major trading nations,] that political, diplomatic and national security influences can lead to trade disputes, impacts and/or disruptions, in particular those affecting the semiconductor industry.

As is discussed below under the heading “Our Sales to Customers in China, a Significant Region for Us, 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 [removed: recently] [added: in recent years] imposed new controls, including expanded export license [removed: requirements,] [added: requirements and restrictions on sales to certain Chinese entities] that significantly impact trade with China.

Currently, we hedge certain anticipated foreign currency cash flows, primarily anticipated revenues denominated in Japanese yen and expenses [removed: dominated] [added: denominated] in euro, Korean won, Malaysian ringgit, and Indian rupee.

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 16

These information systems [removed: include] [added: include,] but are not limited to, telecommunications, the Internet, our corporate intranet, various computer hardware and software [removed: applications,] [added: applications] (some of which may be integrated into the products that we sell or be required in order to provide the services that we offer), network communications, and email.

The technology, data, intellectual property and other sensitive information we seek to protect are subject to loss, release, misappropriation or misuse, and the information systems containing or transmitting such technology, data, intellectual property and other sensitive information are subject to disruption, breach or failure, in each case as a result of various possible [removed: causes.][added: causes, any of which could have a material adverse effect on our business or operations.]

Such causes may include mistakes or unauthorized actions by our employees or contractors, phishing schemes and other third-party attacks, and degradation or loss of service or access to data due to viruses, malware, denial of service attacks, destructive or inadequate code, power failures, or physical damage to computers, hard drives, communication lines, or networking [removed: equipment.][added: equipment, in each case with respect to us or the third-party product and service providers upon which we rely.]

We [removed: have experienced] [added: experience] cybersecurity and other threats and incidents in the [removed: past.][added: course of our operations.]

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

- misappropriation or theft of our or a customer’s, supplier’s or other party’s assets or resources, including [removed: technology] [added: technology,] data, intellectual property or other sensitive information and costs associated therewith;

While we have implemented [removed: ISO] [added: International Organization for Standardization (“ISO”)] 27001 compliant security procedures and virus protection software, intrusion prevention systems, identity and access control, and emergency recovery processes, and we carefully select our third-party providers of information systems, to mitigate risks to the information systems that we rely on and to the technology, data, intellectual property and other sensitive information we seek to protect, those security procedures and mitigation and protection systems cannot be guaranteed to be fail-safe, and we may still suffer cybersecurity and other [removed: incidents.][added: incidents, which could have a material adverse effect on our business or operations.]

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 17

In January [removed: 2023] [added: 2023,] we announced that we [removed: are] [added: were] implementing a restructuring plan consisting of a workforce reduction, and that we [removed: anticipate] [added: anticipated] undertaking, and may in the future undertake, additional business restructuring, realignment and transformation initiatives.

While the restructuring plan [removed: is] [added: was] 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 [removed: these] [added: such] 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.

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In addition, to the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and to implement increasingly sophisticated cybersecurity attacks.

Further, the use of artificial intelligence by us, our customers, suppliers, and third-party providers, among others, may also introduce unique vulnerabilities whose existence or exploitation could have a material adverse effect on our business or operations.

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recognize, and our other operating results.

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property rights of such other third parties, or other claims made against certain parties.

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- a decline in the value of certain facilities we lease to less than our residual value guarantee with the lessor; and

We expect to incur material costs and charges in connection with these plans and initiatives.

and could potentially do so to an even greater extent in the future.

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

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: 2023] [added: 2024] 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: 2023] [added: 2024] 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](#ib9c1d3e5e8944e55b55e7adb8f5f6251_58)] [added: 8](#i464eb12cd10b49e08cec61867f415051_58)] of this [removed: 2023] [added: 2024] Form 10-K.

Our core technical competency is integrating hardware, process, materials, software, and process [removed: control] [added: control,] enabling results on the wafer.

Demand from cloud computing, [added: artificial intelligence,] 5G, the Internet of Things, and other markets is driving the need for increasingly powerful and cost\-efficient semiconductors.

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

Our Customer Support Business Group provides products and services to maximize installed equipment performance, [removed: predictability] [added: predictability,] and operational efficiency.

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

[removed: As a result of] [added: In] the [removed: expected reduced business levels,] [added: quarter ended March 26, 2023,] we initiated a restructuring plan [removed: in the quarter-ended March 26, 2023] designed to better align the Company’s cost structure with [removed: our outlook.][added: industry investment levels.]

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 28][added: 29]

Over the longer term, we believe that secular demand for [removed: semiconductors] [added: semiconductors,] combined with technology inflections in our industry, including 3D device scaling, multiple patterning, process flow, and advanced packaging chip integration, will [removed: drive sustainable growth and lead to an increase in the served available market for our products and services in the deposition, etch, and clean businesses.]

| June [removed: 25, 2023] [added: 30, 2024] | | | | | | June [removed: 26, 2022] [added: 25, 2023] | | | | | | June [removed: 27, 2021] [added: 26, 2022] | | | | | | [removed: FY23] [added: FY24] vs. [removed: FY22] [added: FY23] | | | | | | | | | | | | [removed: FY22] [added: FY23] vs. [removed: FY21] [added: FY22] | | | | | | | | | | | |

| | | | (in thousands, except per share [removed: data] [added: data, percentages] and [removed: percentages)] [added: basis points)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | [removed: 17,428,516] [added: 14,905,386] | | | | | $ | [removed: 17,227,039] [added: 17,428,516] | | | | | $ | [removed: 14,626,150] [added: 17,227,039] | | | | | $ | [removed: 201,477] [added: (2,523,130)] | | | | | [removed: 1.2] [added: (14.5)] | | % | | | | $ | [removed: 2,600,889] [added: 201,477] | | | | | [removed: 17.8] [added: 1.2] | | % |

| Gross margin | | | $ | [removed: 7,776,925] [added: 7,052,791] | | | | | $ | [removed: 7,871,807] [added: 7,776,925] | | | | | $ | [removed: 6,805,306] [added: 7,871,807] | | | | | $ | [removed: (94,882)] [added: (724,134)] | | | | | [removed: (1.2)] [added: (9.3)] | | % | | | | $ | [removed: 1,066,501] [added: (94,882)] | | | | | [removed: 15.7] [added: (1.2)] | | % |

| Gross margin as a percent of total revenue | | | [removed: 44.6] [added: 47.3] | | % | | | | [removed: 45.7] [added: 44.6] | | % | | | | [removed: 46.5] [added: 45.7] | | % | | | | [removed: (1.1)%] [added: \+ 270 bps] | | | | | | | | | | | | [removed: (0.8)%] [added: \- 110 bps] | | | | | | | | |

| Total operating expenses | | | $ | [removed: 2,602,065] [added: 2,788,878] | | | | | $ | [removed: 2,489,985] [added: 2,602,065] | | | | | $ | [removed: 2,323,283] [added: 2,489,985] | | | | | $ | [removed: 112,080] [added: 186,813] | | | | | [removed: 4.5] [added: 7.2] | | % | | | | $ | [removed: 166,702] [added: 112,080] | | | | | [removed: 7.2] [added: 4.5] | | % |

| Net income | | | $ | [removed: 4,510,931] [added: 3,827,772] | | | | | $ | [removed: 4,605,286] [added: 4,510,931] | | | | | $ | [removed: 3,908,458] [added: 4,605,286] | | | | | $ | [removed: (94,355)] [added: (683,159)] | | | | | [removed: (2.0)] [added: (15.1)] | | % | | | | $ | [removed: 696,828] [added: (94,355)] | | | | | [removed: 17.8] [added: (2.0)] | | % |

| Net income per diluted share | | | $ | [removed: 33.21] [added: 29.00] | | | | | $ | [removed: 32.75] [added: 33.21] | | | | | $ | [removed: 26.90] [added: 32.75] | | | | | $ | [removed: 0.46] [added: (4.21)] | | | | | [removed: 1.4] [added: (12.7)] | | % | | | | $ | [removed: 5.85] [added: 0.46] | | | | | [removed: 21.7] [added: 1.4] | | % |

The increase in [removed: operating expenses in] [added: R&D expense during] fiscal year [removed: 2022] [added: 2023] compared to fiscal year [removed: 2021] [added: 2022] was mainly driven by [removed: higher] [added: an increase of $43 million in] employee-related costs as a result of increased headcount, [removed: supplies expense, rent, repair and utilities expense, and outside services spending, partially offset by lower] [added: $26 million in] deferred compensation plan-related [removed: costs.][added: costs, $22 million in spending for supplies, and $14 million of depreciation and amortization.]

Our cash and cash [removed: equivalents, investments,] [added: equivalents] and restricted cash [removed: and investments] balances totaled approximately [removed: $5.6] [added: $5.9] billion as of June [removed: 25, 2023,] [added: 30, 2024,] compared to [removed: $3.9] [added: $5.6] billion as of June [removed: 26, 2022.][added: 25, 2023.]

Cash flows provided from operating activities was [removed: $5.2] [added: $4.7] billion for fiscal year [removed: 2023] [added: 2024] compared to [removed: $3.1] [added: $5.2] billion for fiscal year [removed: 2022.][added: 2023.]

Cash flows provided from operating activities in fiscal year [removed: 2023] [added: 2024] was primarily used for [removed: $2.0] [added: $2.8] billion in treasury stock purchases, including net share settlement on employee stock-based compensation; [removed: $908 million] [added: $1.0 billion] in dividends paid to our stockholders; and [removed: $502] [added: $397] million of capital expenditures.

| June [removed: 25, 2023] [added: 30, 2024] | | | | | | June [removed: 26, 2022] [added: 25, 2023] | | | | | | June [removed: 27, 2021] [added: 26, 2022] | | | | | |

| Revenue (in millions) | | | $ | [removed: 17,429] [added: 14,905] | | | | | $ | [removed: 17,227] [added: 17,429] | | | | | $ | [removed: 14,626] [added: 17,227] | |

| China | | | [removed: 26] [added: 42] | | % | | | | [removed: 31] [added: 26] | | % | | | | [removed: 35] [added: 31] | | % |

| Korea | | | [removed: 20] [added: 19] | | % | | | | [removed: 23] [added: 20] | | % | | | | [removed: 27] [added: 23] | | % |

| Taiwan | | | [removed: 20] [added: 11] | | % | | | | [removed: 17] [added: 20] | | % | | | | [removed: 14] [added: 17] | | % |

| Japan | | | 10 | | % | | | | [removed: 9] [added: 10] | | % | | | | 9 | | % |

| United States | | | [removed: 9] [added: 7] | | % | | | | [removed: 8] [added: 9] | | % | | | | [removed: 6] [added: 8] | | % |

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

| Europe | | | [removed: 7] [added: 5] | | % | | | | [removed: 4] [added: 7] | | % | | | | [removed: 3] [added: 4] | | % |

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 29][added: 30]

Revenue increased in fiscal year 2023 compared to fiscal year 2022 [removed: mainly] [added: primarily] due [removed: to] higher revenue from CSBG related to strength in mature node [removed: equipment.][added: equipment, while the overall Asia region continued to account for a majority of our revenues.]

The deferred revenue balance [removed: was $1.8] [added: decreased to $1.6] billion as of June [removed: 25, 2023] [added: 30, 2024] compared to [removed: $2.2] [added: $1.8] billion as of June [removed: 26, 2022.][added: 25, 2023.]

| | | | June [removed: 25, 2023] [added: 30, 2024] | | | | | | June [removed: 26, 2022] [added: 25, 2023] | | | | | | June [removed: 27, 2021] [added: 26, 2022] | | |

| Systems Revenue | | | $ | [removed: 10,695,897] [added: 8,921,643] | | | | | $ | [removed: 11,322,271] [added: 10,695,897] | | | | | $ | [removed: 9,764,845] [added: 11,322,271] | |

| Customer support-related revenue and other | | | [removed: 6,732,619] [added: 5,983,743] | | | | | | [removed: 5,904,768] [added: 6,732,619] | | | | | | [removed: 4,861,305] [added: 5,904,768] | | |

| | | | $ | [removed: 17,428,516] [added: 14,905,386] | | | | | $ | [removed: 17,227,039] [added: 17,428,516] | | | | | $ | [removed: 14,626,150] [added: 17,227,039] | |

Please refer to [Note 4: [removed: Revenue](#ib9c1d3e5e8944e55b55e7adb8f5f6251_91)] [added: Revenue](#i464eb12cd10b49e08cec61867f415051_88)] of our Consolidated Financial Statements in Part II, Item 8 of this [removed: 2023] [added: 2024] Form 10-K for additional information regarding the composition of the two categories into which revenue has been disaggregated.

During fiscal year 2024, wafer fabrication equipment spending was roughly flat on a year-on-year basis, with strength in the DRAM market, offset by declines in the non-volatile memory, Foundry, and Logic markets.

We invested in a number of business process improvements and initiatives and incurred expenditures from these activities of approximately $315 million, inclusive of the restructuring activity during the second half of fiscal year 2023 and the 2024 fiscal year.

In the short term, the uncertain semiconductor demand environment, as well as other risks and uncertainties, may continue to negatively impact our revenue and operating margin.

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drive sustainable growth and lead to an increase in the served available market for our products and services in the deposition, etch, and clean businesses.

Fiscal year 2024 revenue decreased 14.5% compared to fiscal year 2023.

Systems and customer-support related revenues declined in fiscal year 2024 primarily from weakness in the non-volatile memory market, partially offset by strength in DRAM as well as increased revenue generation from our China regional customers.

Gross margin as a percentage of revenue increased in fiscal year 2024 compared to fiscal year 2023 largely due to a more favorable customer mix, lower spending on material costs, and higher field resource utilization, partially offset by lower factory efficiencies.

The increase in operating expenses in fiscal year 2024 compared to fiscal year 2023 was driven by higher employee-related costs primarily as a result of increased research and development-related headcount, increased spending on transformational activities, higher deferred compensation plan-related costs, and increased spending on supplies.

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Revenue decreased in fiscal year 2024 compared to fiscal year 2023 mainly due to decreases in non-volatile memory, partially offset by increases in DRAM spending by our customers.

The China region had the largest geographic concentration with 42% of our revenues during this period.

primarily due to a decrease in advance deposits from newer customers.

| June 30, 2024 | | | | | | June 25, 2023 | | | | | | June 26, 2022 | | | | | |

| Gross margin | | | $ | 7,052,791 | | | | | $ | 7,776,925 | | | | | $ | 7,871,807 | | | | | $ | (724,134) | | | | | (9.3) | | % | | | | $ | (94,882) | | | | | (1.2) | | % |

| Percent of revenue | | | 47.3 | | % | | | | 44.6 | | % | | | | 45.7 | | % | | | | \+ 270 bps | | | | | | | | | | | | \- 110 bps | | | | | | | | |

The increase in gross margin as a percentage of revenue for fiscal year 2024 compared to fiscal year 2023 was due to a more favorable customer mix, reduced spending on material costs, and higher field resource utilization, partially offset by lower factory efficiencies.

| June 30, 2024 | | | | | | June 25, 2023 | | | | | | June 26, 2022 | | | FY24 vs. FY23 | | | | | | | | | | | | FY23 vs. FY22 | | | | | | | | | | | | | | |

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| June 30, 2024 | | | | | | June 25, 2023 | | | | | | June 26, 2022 | | | FY24 vs. FY23 | | | | | | | | | | | | FY23 vs. FY22 | | | | | | | | | | | | | | |

| | | | (in thousands, except percentages and basis points) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| June 30, 2024 | | | | | | June 25, 2023 | | | | | | June 26, 2022 | | | FY24 vs. FY23 | | | | | | | | | | | | FY23 vs. FY22 | | | | | | | | | | | | | | |

| | | | (in thousands, except percentages and basis points) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The restructuring plan is substantially complete as of June 30, 2024.

Restructuring charges decreased during fiscal year 2024 compared to fiscal year 2023 primarily due to lower employee severance and separation costs.

| June 30, 2024 | | | | | | June 25, 2023 | | | | | | June 26, 2022 | | | FY24 vs. FY23 | | | | | | | | | | | | FY23 vs. FY22 | | | | | | | | | | | | | | |

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| June 30, 2024 | | | | | | June 25, 2023 | | | | | | June 26, 2022 | | | FY24 vs. FY23 | | | | | | | | | | | | FY23 vs. FY22 | | | | | | | | | | | | | | |

| | | | (in thousands, except percentages and basis points) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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- the recognition and valuation of revenue;

Revenue is recognized in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

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

The assessment of valuation allowances against our deferred tax assets includes estimation and judgement with respect to future operating results and market conditions.

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| Net income | | | $ | 3,827,772 | |

| Other | | | 10,243 | | |

| | | | $ | 4,652,269 | |

These sources of cash are offset by the following uses of cash: decreases in accrued expenses and other liabilities of $305 million, a decrease in deferred gross profit of $277 million, and an increase in prepaid expenses and other current assets of $16 million.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

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.

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.

Risks and uncertainties related to trade restrictions, supply chain challenges, and inflationary pressures may continue to negatively impact our revenue and gross margin.

Fiscal year 2022 revenue increased over 17% compared to fiscal year 2021, reflecting continued strong customer demand for semiconductor equipment.

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

Revenue increased in fiscal year 2022 compared to fiscal year 2021 primarily due to the increased investment by our customers in semiconductor capital equipment as well as from CSBG for spares, services, upgrades and 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.

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.

| Percent of revenue | | | 44.6 | | % | | | | 45.7 | | % | | | | 46.5 | | % | | | | (1.1)% | | | | | | | | | | | | (0.8)% | | | | | | | | |

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

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.

The increase in SG&A expense during fiscal year 2022 compared to fiscal year 2021 was primarily driven by an increase of $28 million in outside service costs, $28 million in spending for rent, repair and utilities, and $26 million in employee-related costs due in part to increased headcount, partially offset by a decrease of $29 million in deferred compensation plan-related costs.

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.

Interest income decreased in fiscal year 2022 compared to fiscal year 2021 as a result of lower cash balances.

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

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

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

- the recognition and valuation of revenue from arrangements with multiple performance obligations which impacts revenue;

- the valuation of warranty reserves, which impacts gross margin;

- the valuation and recoverability of long-lived assets, which impacts gross margin and operating expenses when we record asset impairments or accelerate their depreciation or amortization.

*Revenue Recognition:* We recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services by following a five-step process, (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as we satisfy a performance obligation, as further described below.

*Identify the contract with a customer*.

*Identify the performance obligations in the contract*.

Performance obligations include sales of systems, spare parts, and services.

In addition, our customer contracts contain provisions for installation and training services which have been deemed immaterial in the context of the contract.

*Determine the transaction price*.

provided or upon meeting certain milestones.

Customer invoices are generally due within 30 to 90 days after issuance.

Our contracts with customers typically do not include significant financing components as the period between the transfer of performance obligations and timing of payment are generally within one year.

*Allocate the transaction price to the performance obligations in the contract*.

For contracts that contain multiple performance obligations, we allocate the transaction price to the performance obligations in the contract on a relative standalone selling price basis.

Standalone selling prices are based on multiple factors including, but not limited to historical discounting trends for products and services and pricing practices in different geographies.

*Recognize revenue when or as we satisfy a performance obligation*.

*Inventory Valuation:* Our policy is to assess the valuation of all inventories including manufacturing raw materials, work-in-process, finished goods, and spare parts in each reporting period.

If future customer demand or market conditions are less favorable than our projections, additional inventory write-downs may be required and would be reflected in cost of goods sold in the period in which the revision is made.

*Warranty:* We record a provision for estimated warranty expenses to cost of sales for each system when we recognize revenue.

As of June [removed: 25, 2023,] [added: 30, 2024,] we had $5.0 billion in principal amount of fixed-rate long-term debt outstanding, with a fair value of [removed: $4.4] [added: $4.3] billion.

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 36

The unrealized gain of our outstanding forward and option contracts that are designated as cash flow hedges, as of June [removed: 25, 2023,] [added: 30, 2024,] and the 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.

The unrealized loss of our outstanding foreign currency forward contracts that are designated as balance sheet hedges, as of June [removed: 25, 2023,] [added: 30, 2024,] and 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 are not significant.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

Investments

We maintain an investment portfolio of various holdings, types, and maturities.

As of June 25, 2023, our mutual funds are classified as trading securities.

Investments classified as trading securities are recorded at fair value based upon quoted market prices.

Any material differences between the cost and fair value of trading securities are recognized as other income (expense), net in our Consolidated Statement of Operations.

All of our other investments are classified as available-for-sale and consequently are recorded in the Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of tax.

Fixed-Income Securities

Our investments in various interest-earning securities carry a degree of market risk for changes in interest rates.

At any time, a sharp rise in interest rates could have a material adverse impact on the fair value of our fixed-income investment portfolio.

Conversely, declines in interest rates could have a material adverse impact on interest income for our investment portfolio.

We target to maintain a conservative investment policy, which focuses on the safety and preservation of our capital by limiting default risk, market risk, reinvestment risk, and concentration risk.

As of June 25, 2023, our fixed income securities total $37.6 million.

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

We mitigate default risk by investing in high credit quality securities and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor.

The portfolio includes only marketable securities with active secondary or resale markets to achieve portfolio liquidity and maintain a prudent amount of diversification.

Equity Price Risk

Publicly Traded Securities

The values of our investments in publicly traded securities, including mutual funds related to our obligations under our deferred compensation plans, are subject to market price risk.

As of June 25, 2023, our publicly traded securities total $106.7 million.

Potential fluctuations in the price of each security in the portfolio of plus or minus 10%, 15%, or 25% are not significant.

Lam Research Corporation 2023 10-K 37

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 3

Demand from cloud computing (the “Cloud”), [added: artificial intelligence, 5G,] the Internet of Things (“IoT”), and other markets is driving the need for increasingly powerful and cost\-efficient semiconductors.

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

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

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

Service offerings include [removed: addressing] [added: fleet level Equipment Intelligence® solutions to maximize the] productivity [removed: needs for] [added: of] our customers [removed: including, but not limited to,] [added: through] system uptime or availability optimization, throughput improvements, and defect reduction.

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 4

| | | | | | | | | | Chemical Vapor Deposition (“CVD”) Atomic Layer Deposition (“ALD”) [removed: (Tungsten)] [added: (Tungsten & Molybdenum)] | | | | | | ALTUS® family | | | | | |

Tiny [added: molybdenum or] tungsten connectors and thin barriers are made with the precision of chemical vapor deposition and atomic layer deposition, which adds only a few layers of atoms at a time.

Our ALTUS® systems combine CVD and ALD technologies to deposit the highly conformal or selective films as needed for advanced tungsten [added: or molybdenum] metallization applications in both logic and memory.

For advanced [removed: WLP] [added: packaging] applications, such as forming conductive bumps, redistribution layers, TSV filing, and 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.

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 5

In some applications, these films require dielectric films to be exceptionally [removed: smooth] [added: uniform] and defect free since slight imperfections are multiplied greatly in subsequent layers.

Etch processes [removed: help] create chip features by selectively removing [removed: dielectric (insulating),] [added: dielectric,] metal, silicon and poly silicon [removed: (conducting/semiconducting) materials] [added: materials, including films] that have been added during deposition.

Vantex® is part of our Sense.i® platform and offers advanced RF technology and repeatable wafer-to-wafer performance enabled by Equipment Intelligence® [added: solutions] to meet the needs of advanced memory manufacturing, primarily in 3D NAND high aspect ratio hole, trench, contact, and capacitor cell applications.

Proprietary Hydra technology in Kiyo*®* products improves CD uniformity by correcting for incoming pattern variability, and atomic-scale variability control with production-worthy [removed: throughput is achieved with plasma-enhanced ALE capability.][added: throughput.]

Plasma etch processes used to remove [removed: single crystal] silicon and other materials deep into the wafer are collectively referred to as deep silicon etch.

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 6

To enable these critical etch steps, the Versys® Metal product family provides high-productivity capability on a flexible [removed: platform.]

All references to fiscal years apply to our fiscal years, which ended June [added: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021.][added: 26, 2022.]

We expect to continue to make substantial investments in R&D to meet our customers’ product needs, support our growth [removed: strategy] [added: strategy,] and enhance our competitive position.

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 7

The warranty is limited to repair of the defect or replacement with new or like-new equivalent goods and is valid when the buyer provides prompt notification within the warranty period of the claimed defect [removed: or non-conformity and also makes the items available for inspection and repair.]

Refer to [Note [removed: 20](#ib9c1d3e5e8944e55b55e7adb8f5f6251_142)] [added: 19](#i464eb12cd10b49e08cec61867f415051_139)] of our Consolidated Financial Statements, included in Part II, Item 8 of this [removed: 2023] [added: 2024] Form 10-K, for the attribution of revenue by geographic region.

Refer to [Note [removed: 20](#ib9c1d3e5e8944e55b55e7adb8f5f6251_142)] [added: 19](#i464eb12cd10b49e08cec61867f415051_139)] of our Consolidated Financial Statements, included in Part II, Item 8 of this [removed: 2023] [added: 2024] Form 10-K, for information concerning the geographic locations of long-lived assets.

Refer to [Note [removed: 9](#ib9c1d3e5e8944e55b55e7adb8f5f6251_109)] [added: 9](#i464eb12cd10b49e08cec61867f415051_106)] 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: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021] [added: 26, 2022] included [removed: Intel Corporation; Kioxia Corporation;] Micron Technology, Inc.; Samsung Electronics Company, Ltd.; [added: SK hynix Inc.;] and Taiwan Semiconductor Manufacturing Company.

Refer to [Note [removed: 17](#ib9c1d3e5e8944e55b55e7adb8f5f6251_133)] [added: 17](#i464eb12cd10b49e08cec61867f415051_130)] of our Consolidated Financial Statements, included in Part II, Item 8 of this report, for further information concerning our outsourcing commitments, reported as a component of purchase obligations.

[removed: In response to supply chain constraints, we] [added: 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.

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

Lam Research Corporation [removed: 2023] [added: 2024] 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](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16).][added: Factors](#i464eb12cd10b49e08cec61867f415051_16).]

Regulations that impact trade, including tariffs, export controls, taxes, trade barriers, sanctions, the termination or modification of trade agreements, trade zones, and other duty mitigation initiatives, have the potential to increase our manufacturing costs, decrease margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial [removed: conditions.][added: condition.]

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 Significant Region for Us, 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](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16).][added: Factors](#i464eb12cd10b49e08cec61867f415051_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](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16).][added: Factors](#i464eb12cd10b49e08cec61867f415051_16).]

However, for regulatory [added: or other] reasons, we may not be successful in our attempts to acquire or dispose of businesses, products, or technologies.

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](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16).][added: Factors](#i464eb12cd10b49e08cec61867f415051_16).]

For additional details regarding the impacts of compliance with environmental laws and regulations, please refer to “Legal, Regulatory and Tax Risks – [removed: A Failure to Comply with] [added: Increasing and Evolving] Environmental Regulations May Adversely Affect Our Operating Results” in [Item 1A: Risk [removed: Factors](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16).][added: Factors](#i464eb12cd10b49e08cec61867f415051_16).]

Our ESG report for calendar year [removed: 2022] [added: 2023] details, among other items, a number of ESG goals.

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

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

Our spares product line offers running cost optimization programs and focuses on product life extension to help customers increase the return on their capital purchases.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

Reactive ion etch processing enables device-critical formation steps to enable transistor performance, create storage capacitors, and memory cells.

Low temperature, cryogenic etching enables the use of new, novel chemistries to deliver increased high aspect ratio etch capability.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

platform.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

or non-conformity and also makes the items available for inspection and repair.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

If our competitors make

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

Through the spirit of continuous improvement, we accelerate skill building and development, create career opportunities, and expand professional networks for employees.

We provide a wide range of opportunities globally to support our commitment to developing the best talent.

Our mentorship, coaching, and professional development programs support this commitment along with our self-directed online learning platform that intelligently aligns content with skill building needs.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

Mr. Archer has served as a member of the board of directors of Johnson Controls International public limited company, a global provider of building technology, software, and services, since March 2024, where he is a member of the compensation and talent development committee.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

manager of the Global Products Group from September 2013 to December 2016.

Prior to joining us, she served as executive vice president and chief legal officer at Whirlpool Corporation, a home appliance and consumer products company, from December 2020 to March 2024, and as senior vice president, general counsel, and corporate secretary at Owens Corning, a building and construction materials company, from May 2015 to November 2020.

Prior to that, she held legal roles at General Electric and The Dow Chemical Company.

She also worked at the law firms of Jones Day and Thompson Hine LLP and was an adjunct professor at the Case Western Reserve University Law School.

These processes involve fabricating increasingly small, complex, and narrow features using many types of materials.

The primary technology, reactive ion etch, bombards the wafer surface with ions (charged particles) to remove material.

For the smallest features, atomic-layer etching (“ALE”) removes a few atomic layers of material at a time.

While conductor etch processes precisely shape critical electrical components like transistors, dielectric etch forms the insulating structures that protect conducting parts.

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.

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

Refer to “Item 1A.

We accelerate employee development, broaden career opportunities, and expand professional networks for employees through our mentorship, coaching, and rotation programs.

Prior to

Prior to joining us, Ms. Hahn served as executive vice president, chief compliance officer, general counsel and secretary of CA Technologies, an enterprise software company, from February 2019 to November 2019 (until its acquisition by Broadcom Corp.), general counsel and secretary of Aruba Networks from April 2013 to June 2016 (until its acquisition by Hewlett Packard Enterprise), general counsel and secretary of ShoreTel, Inc. from 2007 to 2013, and general counsel and secretary of Genesis Microchip from 2002 to 2007.

Ms. Hahn also served as general counsel of venture capital firms Kleiner Perkins and Felicis Ventures.

She started her career at the law firm of Wilson Sonsini Goodrich & Rosati, where she practiced corporate and securities law.

Please refer to the subsection entities “Legal Proceedings” within [Note 17: Commitments and [removed: Contingencies](#ib9c1d3e5e8944e55b55e7adb8f5f6251_133)] [added: Contingencies](#i464eb12cd10b49e08cec61867f415051_130)] to our Consolidated Financial Statements included in Part II, Item 8 of this [removed: 2023] [added: 2024] Form 10-K.

For the fiscal year ended June [removed: 25, 2023][added: 30, 2024]

See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting [removed: company”,] [added: company”] and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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: 25, 2022,] [added: 24, 2023,] the last business day of the most recently completed second fiscal quarter, was [removed: $46,244,310,674.][added: $83,831,499,278.]

As of August [removed: 10, 2023,] [added: 22, 2024,] the Registrant had [removed: 132,511,701] [added: 129,876 thousand] 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: 7, 2023,] [added: 5, 2024,] are incorporated by reference into Part III of this Form 10-K.

[removed: 2023] [added: 2024] ANNUAL REPORT ON FORM 10-K

| Item 1. | | | [removed: [Business](#ib9c1d3e5e8944e55b55e7adb8f5f6251_13)] [added: [Business](#i464eb12cd10b49e08cec61867f415051_13)] | | | [removed: [3](#ib9c1d3e5e8944e55b55e7adb8f5f6251_13)] [added: [3](#i464eb12cd10b49e08cec61867f415051_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16)] [added: Factors](#i464eb12cd10b49e08cec61867f415051_16)] | | | [removed: [12](#ib9c1d3e5e8944e55b55e7adb8f5f6251_16)] [added: [12](#i464eb12cd10b49e08cec61867f415051_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib9c1d3e5e8944e55b55e7adb8f5f6251_19)] [added: Comments](#i464eb12cd10b49e08cec61867f415051_19)] | | | [removed: [24](#ib9c1d3e5e8944e55b55e7adb8f5f6251_19)] [added: [24](#i464eb12cd10b49e08cec61867f415051_19)] | | |

| Item 2. | | | [removed: [Properties](#ib9c1d3e5e8944e55b55e7adb8f5f6251_22)] [added: [Properties](#i464eb12cd10b49e08cec61867f415051_22)] | | | [removed: [24](#ib9c1d3e5e8944e55b55e7adb8f5f6251_22)] [added: [26](#i464eb12cd10b49e08cec61867f415051_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib9c1d3e5e8944e55b55e7adb8f5f6251_25)] [added: Proceedings](#i464eb12cd10b49e08cec61867f415051_25)] | | | [removed: [25](#ib9c1d3e5e8944e55b55e7adb8f5f6251_25)] [added: [26](#i464eb12cd10b49e08cec61867f415051_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib9c1d3e5e8944e55b55e7adb8f5f6251_28)] [added: Disclosures](#i464eb12cd10b49e08cec61867f415051_28)] | | | [removed: [25](#ib9c1d3e5e8944e55b55e7adb8f5f6251_28)] [added: [26](#i464eb12cd10b49e08cec61867f415051_28)] | | |

| [Part [removed: II.](#ib9c1d3e5e8944e55b55e7adb8f5f6251_31)] [added: II.](#i464eb12cd10b49e08cec61867f415051_31)] | | | | | | | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib9c1d3e5e8944e55b55e7adb8f5f6251_34)] [added: Securities](#i464eb12cd10b49e08cec61867f415051_34)] | | | [removed: [26](#ib9c1d3e5e8944e55b55e7adb8f5f6251_34)] [added: [27](#i464eb12cd10b49e08cec61867f415051_34)] | | |

| Item 6. | | | [removed: \[[Reserved](#ib9c1d3e5e8944e55b55e7adb8f5f6251_37)\]] [added: \[[Reserved](#i464eb12cd10b49e08cec61867f415051_37)\]] | | | [removed: [28](#ib9c1d3e5e8944e55b55e7adb8f5f6251_37)] [added: [29](#i464eb12cd10b49e08cec61867f415051_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib9c1d3e5e8944e55b55e7adb8f5f6251_40)] [added: Operations](#i464eb12cd10b49e08cec61867f415051_40)] | | | [removed: [28](#ib9c1d3e5e8944e55b55e7adb8f5f6251_43)] [added: [29](#i464eb12cd10b49e08cec61867f415051_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib9c1d3e5e8944e55b55e7adb8f5f6251_55)] [added: Risk](#i464eb12cd10b49e08cec61867f415051_55)] | | | [removed: [36](#ib9c1d3e5e8944e55b55e7adb8f5f6251_55)] [added: [36](#i464eb12cd10b49e08cec61867f415051_55)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib9c1d3e5e8944e55b55e7adb8f5f6251_58)] [added: Data](#i464eb12cd10b49e08cec61867f415051_58)] | | | [removed: [38](#ib9c1d3e5e8944e55b55e7adb8f5f6251_58)] [added: [37](#i464eb12cd10b49e08cec61867f415051_58)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib9c1d3e5e8944e55b55e7adb8f5f6251_148)] [added: Disclosure](#i464eb12cd10b49e08cec61867f415051_151)] | | | [removed: [75](#ib9c1d3e5e8944e55b55e7adb8f5f6251_148)] [added: [72](#i464eb12cd10b49e08cec61867f415051_151)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib9c1d3e5e8944e55b55e7adb8f5f6251_151)] [added: Procedures](#i464eb12cd10b49e08cec61867f415051_154)] | | | [removed: [75](#ib9c1d3e5e8944e55b55e7adb8f5f6251_151)] [added: [72](#i464eb12cd10b49e08cec61867f415051_154)] | | |

| Item 9B. | | | [Other [removed: Information](#ib9c1d3e5e8944e55b55e7adb8f5f6251_154)] [added: Information](#i464eb12cd10b49e08cec61867f415051_157)] | | | [removed: [75](#ib9c1d3e5e8944e55b55e7adb8f5f6251_154)] [added: [72](#i464eb12cd10b49e08cec61867f415051_157)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#ib9c1d3e5e8944e55b55e7adb8f5f6251_157)] [added: Inspection](#i464eb12cd10b49e08cec61867f415051_160)] | | | [removed: [75](#ib9c1d3e5e8944e55b55e7adb8f5f6251_157)] [added: [73](#i464eb12cd10b49e08cec61867f415051_160)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib9c1d3e5e8944e55b55e7adb8f5f6251_163)] [added: Governance](#i464eb12cd10b49e08cec61867f415051_166)] | | | [removed: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_163)] [added: [74](#i464eb12cd10b49e08cec61867f415051_166)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ib9c1d3e5e8944e55b55e7adb8f5f6251_166)] [added: Compensation](#i464eb12cd10b49e08cec61867f415051_169)] | | | [removed: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_166)] [added: [74](#i464eb12cd10b49e08cec61867f415051_169)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib9c1d3e5e8944e55b55e7adb8f5f6251_169)] [added: Matters](#i464eb12cd10b49e08cec61867f415051_172)] | | | [removed: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_169)] [added: [74](#i464eb12cd10b49e08cec61867f415051_172)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib9c1d3e5e8944e55b55e7adb8f5f6251_172)] [added: Independence](#i464eb12cd10b49e08cec61867f415051_175)] | | | [removed: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_172)] [added: [74](#i464eb12cd10b49e08cec61867f415051_175)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib9c1d3e5e8944e55b55e7adb8f5f6251_175)] [added: Services](#i464eb12cd10b49e08cec61867f415051_178)] | | | [removed: [76](#ib9c1d3e5e8944e55b55e7adb8f5f6251_175)] [added: [74](#i464eb12cd10b49e08cec61867f415051_178)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ib9c1d3e5e8944e55b55e7adb8f5f6251_181)] [added: Schedules](#i464eb12cd10b49e08cec61867f415051_184)] | | | [removed: [77](#ib9c1d3e5e8944e55b55e7adb8f5f6251_181)] [added: [75](#i464eb12cd10b49e08cec61867f415051_184)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ib9c1d3e5e8944e55b55e7adb8f5f6251_184)] [added: Summary](#i464eb12cd10b49e08cec61867f415051_187)] | | | [removed: [77](#ib9c1d3e5e8944e55b55e7adb8f5f6251_184)] [added: [75](#i464eb12cd10b49e08cec61867f415051_187)] | | |

Lam Research Corporation [removed: 2023] [added: 2024] 10-K 2

Forward-looking statements [removed: include] [added: include,] but are not limited [removed: to] [added: 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, [added: in device complexity,] and in [added: the complexity of] device [removed: complexity;] [added: manufacturing;] 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 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; 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; [added: the performance and benefits of our products and services;] 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 [removed: programs,] [added: programs; the opportunities in] our [added: industry for, and our] ability to [removed: create] [added: 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 [removed: (including] [added: (including,] but not limited [removed: to] [added: 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 [removed: strategic relevance with our customers; our] ability to scale our operations to respond to changes in our business; [added: our goals and initiatives with respect to environmental, social and governance matters, including emissions, and human capital, including inclusion and diversity;] the value of our patents; the materiality of potential losses arising from legal proceedings; the probability of making payments under our guarantees; [removed: the impact of the COVID-19 pandemic,] and the sufficiency of our financial resources or liquidity to support future business activities [removed: (including] [added: (including,] but not limited [removed: to] [added: to,] operations, investments, debt service requirements, dividends, and capital expenditures).

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| [Part I.](#i464eb12cd10b49e08cec61867f415051_10) | | | | | | | | |

| Item 1C. | | | [C](#i464eb12cd10b49e08cec61867f415051_1588)[ybersecurity](#i464eb12cd10b49e08cec61867f415051_1588) | | | [25](#i464eb12cd10b49e08cec61867f415051_1588) | | |

| [Part III.](#i464eb12cd10b49e08cec61867f415051_163) | | | | | | | | |

| [Part IV.](#i464eb12cd10b49e08cec61867f415051_181) | | | | | | | | |

| [Exhibit Index](#i464eb12cd10b49e08cec61867f415051_190) | | | | | | [76](#i464eb12cd10b49e08cec61867f415051_190) | | |

| [Signatures](#i464eb12cd10b49e08cec61867f415051_193) | | | | | | [79](#i464eb12cd10b49e08cec61867f415051_193) | | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| [Part I.](#ib9c1d3e5e8944e55b55e7adb8f5f6251_10) | | | | | | | | |

| [Part III.](#ib9c1d3e5e8944e55b55e7adb8f5f6251_160) | | | | | | | | |

| [Part IV.](#ib9c1d3e5e8944e55b55e7adb8f5f6251_178) | | | | | | | | |

| [Exhibit Index](#ib9c1d3e5e8944e55b55e7adb8f5f6251_187) | | | | | | [78](#ib9c1d3e5e8944e55b55e7adb8f5f6251_187) | | |

| [Signatures](#ib9c1d3e5e8944e55b55e7adb8f5f6251_190) | | | | | | [81](#ib9c1d3e5e8944e55b55e7adb8f5f6251_190) | | |

Lam Research Corporation 2024 10-K 24

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

We recognize the significant role of information security in safeguarding our valuable intellectual property along with the confidentiality, integrity and availability of the data of our customers, employees, and suppliers.

We have implemented certain policies, procedures, and systems that are designed to identify and address material risks related to cybersecurity and cybersecurity incidents.

We have a comprehensive enterprise risk management (“ERM”) program, which is implemented by management and overseen by our Board of Directors (“Board”).

Our identification, assessment, and management of material risks from cybersecurity threats is integrated into the Company’s overall ERM system and processes.

Our ERM program is designed to leverage existing management processes to (i) identify critical enterprise risks, including both information security and cybersecurity risks, (ii) design and implement appropriate risk mitigation strategies, and (iii) assess the status of risks and mitigation plans.

A key component within our ERM framework is a robust information security risk management program, which includes:

- risk assessments designed to help identify risks to our critical systems, information, services, and our broader global information systems environment;

- a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;

- the use of external service providers, where appropriate, to aid in assessing specific risks, providing benchmarking data, providing information regarding trends or recent regulatory changes applicable to our risk profile, or to test or otherwise assist with aspects of our security processes;

- the periodic engagement of an independent third-party expert to evaluate our security capabilities;

- mandatory annual cybersecurity awareness training of our employees, including incident response personnel and senior management, as well as conducting periodic tests with our user population to reinforce good information security practices;

- a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents, including those impacting the Company’s manufacturing sites;

- processes to identify vulnerabilities, breach attempts and possible criminal activity by external parties; and

- processes to assess the practices of our suppliers and third-party service providers relative to protecting the security of our information.

The Company holds ISO 27001-2022 certification for information security at our corporate headquarters.

Our Chief Information Security Officer (“CISO”), who has over 30 years of experience in information security and technology leadership, has primary responsibility for (i) leading our global information security program, (ii) managing the cybersecurity risks identified as part of the ERM program, and (iii) developing, implementing, and enforcing security policies and maintaining information security systems.

Our global information security program, led by our CISO, includes dedicated teams specialized in (i) identity access management, (ii) data protection, (iii) incident response, (iv) vulnerability governance, (v) security operations and engineering (vi) governance, risk, and compliance, and (vii) insider risk and intelligence.

The members of the information security team are responsible for managing, maintaining, and monitoring the systems and processes that prevent, detect, mitigate and remediate cybersecurity incidents, and for informing our CISO of status of such systems and processes, as well as any significant incidents.

Our Board is responsible for overseeing our strategy and approach to addressing information security risks, including managing and assessing risks from cybersecurity threats, both directly and through the audit committee.

The audit committee is responsible for reviewing and monitoring the Company’s cybersecurity and information security policies and its internal controls regarding cybersecurity and information security.

In addition, the audit committee is responsible for regularly reporting to the Board on the substance of such reviews and, as necessary, recommending to the Board such actions as it deems appropriate.

Our CISO reports on information security risks at least quarterly to the audit committee and at least annually to the Board.

We experience cybersecurity and other threats and incidents in the course of our operations.

To date, we have not determined that such threats and incidents have materially and adversely affected the Company, including our business strategy, results of operations or financial condition.

Furthermore, to date, we have not determined that such threats and incidents are reasonably likely to materially and adversely affect the Company, including our business strategy, results of operations or financial condition.

For additional information on certain risks associated with cybersecurity, please refer to “Our Business Relies on Technology, Data, Intellectual Property and Other Sensitive information That is Susceptible to Cybersecurity and Other Threats or Incidents” in [Item 1A: Risk Factors](#i464eb12cd10b49e08cec61867f415051_16).

Lam Research Corporation 2024 10-K 25

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

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

The Company owns [removed: two properties in Fremont, as well as] the majority of the [added: Fremont, Livermore, and] Tualatin [removed: facilities.][added: facilities, as well as the manufacturing facilities in Ohio and Malaysia.]

Our Villach facility is leased; the lease includes an option to renew the lease or purchase the facilities.

The majority of the Fremont and Livermore facilities are held under finance leases expiring in September 2027.

Our Fremont, Livermore, and Villach leases include options to renew or purchase the facilities.

Lam Research Corporation 2023 10-K 24

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 25][added: 26]

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

Our Common Stock is traded on the Nasdaq Global Select MarketSM under the symbol “LRCX.” As of August [removed: 10, 2023,] [added: 22, 2024,] we had [removed: 439] [added: 416] stockholders of record.

During fiscal year [removed: 2023,] [added: 2024,] our quarterly dividend declared was [removed: $1.725] [added: $2.00] per share.

In May [removed: 2022,] [added: 2024,] the Board of Directors authorized management to repurchase up to an additional [removed: $5.0] [added: $10.0] billion of Common Stock; this authorization supplements the remaining balance from any prior authorization.

On [removed: June 2, 2022,] [added: February 1, 2024,] we entered into [removed: an] accelerated share repurchase [removed: agreement] [added: agreements] (the [removed: "June 2022 ASR")] [added: "February 2024 ASRs")] with two financial institutions to repurchase a total of [removed: $500] [added: $700] million of Common Stock.

We took an initial delivery of approximately [removed: 717] [added: 631] thousand shares, which represented 75% of the prepayment amount divided by our closing stock price on [removed: June 2, 2022.][added: February 1, 2024.]

The total number of shares received under the [removed: June 2022 ASR] [added: February 2024 ASRs] 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: June 2022 ASR] [added: February 2024 ASRs] occurred [removed: in September 2022,] [added: during April 2024,] resulting in the receipt of approximately [removed: 433] [added: 140] thousand additional shares, which yielded a weighted-average share price of [removed: $435.20] [added: $917.38 (net of applicable excise taxes)] for the transaction period.

| [removed: May 22, 2023 -] [added: Available balance as of] June 25, 2023 | | | [removed: 638] | | | | | | [removed: $] | [removed: 615.18] | | | | | [removed: 636] | | | | | | [removed: 3,537,217] [added: $] | [added: 3,537,217] | |

(1)During the fiscal year ended June [removed: 25, 2023,] [added: 30, 2024,] we acquired [removed: 176] [added: 144] thousand shares at a total cost of [removed: $85.4] [added: $135.9] 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.

[removed: (3)As of January 1, 2023, our] [added: (3)Our] net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act.

[removed: (4)Average] [added: (5)Average] price paid per share presented is for the quarter ended June [removed: 25, 2023.][added: 30, 2024.]

Lam Research Corporation [removed: 2023] [added: 2024] 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: 25, 2023.][added: 30, 2024.]

[removed: ][added: ]

*$100 invested on June [removed: 24, 2018] [added: 30, 2019] in stock or index, including reinvestment of dividends.

| | | | June [removed: 24, 2018 | | | | | | June] 30, 2019 | | | | | | June 28, 2020 | | | | | | June 27, 2021 | | | | | | June 26, 2022 | | | | | | June 25, 2023 | | | [added: | | | June 30, 2024 | | |]

| Philadelphia Semiconductor Sector Total Return Index | | | $ | 100.00 | | | | | $ | [removed: 108.74] [added: 134.13] | | | | | $ | [removed: 145.86] [added: 229.27] | | | | | $ | [removed: 249.32] [added: 194.74] | | | | | $ | [removed: 211.77] [added: 254.85] | | | | | $ | [removed: 277.14] [added: 402.02] | |

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 27][added: 28]

On May 21, 2024, we announced a 10-for-one stock split, which is expected to be effective after market close on October 2, 2024, for stockholders of record at that time.

Share and per share information throughout this Annual Report on Form 10-K has not been adjusted for the effects of the stock split.

| Quarter ended September 24, 2023 | | | 1,266 | | | | | | $ | 659.88 | | | | | 1,257 | | | | | | 2,707,343 | | |

| Quarter ended December 24, 2023 | | | 976 | | | | | | $ | 660.25 | | | | | 970 | | | | | | 2,067,076 | | |

| Quarter ended March 31, 2024 | | | 951 | | | | | | $ | 853.12 | | | | | 828 | | | (4) | | | 1,206,992 | | |

| April 1, 2024 - April 28, 2024 | | | 142 | | | | | | $ | 882.88 | | | | | 140 | | | (4) | | | 1,206,729 | | |

| Board authorization, $10.0 billion, May 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | 11,206,729 | | |

| April 29, 2024 - May 26, 2024 | | | 24 | | | | | | $ | 974.07 | | | | | 21 | | | | | | 11,186,612 | | |

| May 27, 2024 - June 30, 2024 | | | 365 | | | | | | $ | 994.90 | | | | | 364 | | | | | | 10,824,660 | | |

| Total | | | 3,724 | | | | | | $ | 993.29 | | (5) | | | 3,580 | | | | | | $ | 10,824,660 | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

(4)Includes shares received at initial or final settlement of accelerated share repurchase agreements; see additional disclosures above regarding our accelerated share repurchase activity during the fiscal year.

Copyright © 2024 Standard & Poor’s, a division of S&P Global.

All rights reserved.

| Lam Research Corporation | | | $ | 100.00 | | | | | $ | 163.97 | | | | | $ | 345.41 | | | | | $ | 249.39 | | | | | $ | 341.98 | | | | | $ | 604.09 | |

| Nasdaq Composite Total Return Index | | | $ | 100.00 | | | | | $ | 123.12 | | | | | $ | 182.53 | | | | | $ | 148.57 | | | | | $ | 174.25 | | | | | $ | 230.80 | |

| S&P 500 (TR) Index | | | $ | 100.00 | | | | | $ | 104.32 | | | | | $ | 150.75 | | | | | $ | 139.77 | | | | | $ | 158.06 | | | | | $ | 201.53 | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

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

| Available balance as of June 26, 2022 | | | | | | | | | | | | | | | | | | | | | $ | 5,514,636 | |

| 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 | | |

| Total | | | 4,609 | | | | | | $ | 560.47 | | (4) | | | 4,433 | | | | | | $ | 3,537,217 | |

| 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 | |

| Consolidated Statements of Operations — Years Ended June [added: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [39](#ib9c1d3e5e8944e55b55e7adb8f5f6251_61)] [added: [38](#i464eb12cd10b49e08cec61867f415051_61)] | | |

| Consolidated Statements of Comprehensive Income — Years Ended June [added: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [40](#ib9c1d3e5e8944e55b55e7adb8f5f6251_64)] [added: [39](#i464eb12cd10b49e08cec61867f415051_64)] | | |

| Consolidated Balance Sheets — June [removed: 25, 2023,] [added: 30, 2024,] and June [removed: 26, 2022] [added: 25, 2023] | | | [removed: [41](#ib9c1d3e5e8944e55b55e7adb8f5f6251_67)] [added: [40](#i464eb12cd10b49e08cec61867f415051_67)] | | |

| Consolidated Statements of Cash Flows — Years Ended June [added: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [42](#ib9c1d3e5e8944e55b55e7adb8f5f6251_70)] [added: [41](#i464eb12cd10b49e08cec61867f415051_70)] | | |

| Consolidated Statements of Stockholders’ Equity — Years Ended June [added: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [44](#ib9c1d3e5e8944e55b55e7adb8f5f6251_73)] [added: [43](#i464eb12cd10b49e08cec61867f415051_73)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [45](#ib9c1d3e5e8944e55b55e7adb8f5f6251_79)] [added: [44](#i464eb12cd10b49e08cec61867f415051_76)] | | |

| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: [72](#ib9c1d3e5e8944e55b55e7adb8f5f6251_145)] [added: [69](#i464eb12cd10b49e08cec61867f415051_148)] | | |

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 38][added: 37]

| June [removed: 25, 2023] [added: 30, 2024] | | | | | | June [removed: 26, 2022] [added: 25, 2023] | | | | | | June [removed: 27, 2021] [added: 26, 2022] | | | | | |

| Revenue | | | $ | [removed: 17,428,516] [added: 14,905,386] | | | | | $ | [removed: 17,227,039] [added: 17,428,516] | | | | | $ | [removed: 14,626,150] [added: 17,227,039] | |

| Cost of goods sold | | | [removed: 9,573,425] [added: 7,809,220] | | | | | | [removed: 9,355,232] [added: 9,573,425] | | | | | | [removed: 7,820,844] [added: 9,355,232] | | |

| Restructuring charges, net - cost of goods sold | | | [removed: 78,166] [added: 43,375] | | | | | | [removed: —] [added: 78,166] | | | | | | — | | |

| Total cost of goods sold | | | [removed: 9,651,591] [added: 7,852,595] | | | | | | [removed: 9,355,232] [added: 9,651,591] | | | | | | [removed: 7,820,844] [added: 9,355,232] | | |

| Gross margin | | | [removed: 7,776,925] [added: 7,052,791] | | | | | | [removed: 7,871,807] [added: 7,776,925] | | | | | | [removed: 6,805,306] [added: 7,871,807] | | |

| Research and development | | | [removed: 1,727,162] [added: 1,902,444] | | | | | | [removed: 1,604,248] [added: 1,727,162] | | | | | | [removed: 1,493,408] [added: 1,604,248] | | |

| Selling, general, and administrative | | | [removed: 832,753] [added: 868,247] | | | | | | [removed: 885,737] [added: 832,753] | | | | | | [removed: 829,875] [added: 885,737] | | |

| Restructuring charges, net - operating expenses | | | [removed: 42,150] [added: 18,187] | | | | | | [removed: —] [added: 42,150] | | | | | | — | | |

| Total operating expenses | | | [removed: 2,602,065] [added: 2,788,878] | | | | | | [removed: 2,489,985] [added: 2,602,065] | | | | | | [removed: 2,323,283] [added: 2,489,985] | | |

| Operating income | | | [removed: 5,174,860] [added: 4,263,913] | | | | | | [removed: 5,381,822] [added: 5,174,860] | | | | | | [removed: 4,482,023] [added: 5,381,822] | | |

| Other income (expense), net | | | [removed: (65,650)] [added: 96,309] | | | | | | [removed: (188,708)] [added: (65,650)] | | | | | | [removed: (111,219)] [added: (188,708)] | | |

| Income before income taxes | | | [removed: 5,109,210] [added: 4,360,222] | | | | | | [removed: 5,193,114] [added: 5,109,210] | | | | | | [removed: 4,370,804] [added: 5,193,114] | | |

| Income tax expense | | | [removed: (598,279)] [added: (532,450)] | | | | | | [removed: (587,828)] [added: (598,279)] | | | | | | [removed: (462,346)] [added: (587,828)] | | |

| Net income | | | $ | [removed: 4,510,931] [added: 3,827,772] | | | | | $ | [removed: 4,605,286] [added: 4,510,931] | | | | | $ | [removed: 3,908,458] [added: 4,605,286] | |

| Basic | | | $ | [removed: 33.30] [added: 29.13] | | | | | $ | [removed: 32.92] [added: 33.30] | | | | | $ | [removed: 27.22] [added: 32.92] | |

| Diluted | | | $ | [removed: 33.21] [added: 29.00] | | | | | $ | [removed: 32.75] [added: 33.21] | | | | | $ | [removed: 26.90] [added: 32.75] | |

| Basic | | | [removed: 135,472] [added: 131,410] | | | | | | [removed: 139,899] [added: 135,472] | | | | | | [removed: 143,609] [added: 139,899] | | |

| Diluted | | | [removed: 135,834] [added: 131,995] | | | | | | [removed: 140,628] [added: 135,834] | | | | | | [removed: 145,320] [added: 140,628] | | |

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 39][added: 38]

| Foreign currency translation adjustment | | | [removed: 6,858] [added: (29,080)] | | | | | | [removed: (50,342)] [added: 6,858] | | | | | | [removed: 14,398] [added: (50,342)] | | |

| Net unrealized gains during the period | | | [removed: 10,413] [added: 20,370] | | | | | | [removed: 30,849] [added: 10,413] | | | | | | [removed: 22,139] [added: 30,849] | | |

| Net gains reclassified into net income | | | [removed: (9,411)] [added: (27,370)] | | | | | | [removed: (29,054)] [added: (9,411)] | | | | | | [removed: (3,468)] [added: (29,054)] | | |

| | | | [removed: 1,002] [added: (7,000)] | | | | | | [removed: 1,795] [added: 1,002] | | | | | | [removed: 18,671] [added: 1,795] | | |

| Net unrealized gains (losses) during the period | | | [removed: 1,491] [added: 314] | | | | | | [removed: (4,638)] [added: 1,491] | | | | | | [removed: (4,098)] [added: (4,638)] | | |

| Net (gains) losses reclassified into net income | | | [removed: (158)] [added: (10)] | | | | | | [removed: 1,390] [added: (158)] | | | | | | [removed: 786] [added: 1,390] | | |

| | | | [removed: 1,333] [added: 304] | | | | | | [removed: (3,248)] [added: 1,333] | | | | | | [removed: (3,312)] [added: (3,248)] | | |

| Defined benefit plans, net change in unrealized component | | | [removed: 83] [added: 6,054] | | | | | | [removed: 5,941] [added: 83] | | | | | | [removed: 326] [added: 5,941] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | [removed: 9,276] [added: (29,722)] | | | | | | [removed: (45,854)] [added: 9,276] | | | | | | [removed: 30,083] [added: (45,854)] | | |

| Comprehensive income | | | $ | [removed: 4,520,207] [added: 3,798,050] | | | | | $ | [removed: 4,559,432] [added: 4,520,207] | | | | | $ | [removed: 3,938,541] [added: 4,559,432] | |

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 40][added: 39]

| [added: June 30, 2024] | | | [added: | | |] June 25, 2023 | | | | | | June 26, 2022 | | | [added: | | |]

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| Other assets | | | 1,941,917 | | | | | | 1,905,616 | | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| Net income | | | $ | 3,827,772 | | | | | $ | 4,510,931 | | | | | $ | 4,605,286 | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

(1) Restricted cash is reported within Other assets in the Consolidated Balance Sheets

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| Issuance of common stock | | | 524 | | | | | | 1 | | | | | | 15,552 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,553 | | |

| Purchase of treasury stock | | | (3,724) | | | | | | (4) | | | | | | — | | | | | | (2,848,788) | | | | | | — | | | | | | — | | | | | | (2,848,792) | | |

| Reissuance of treasury stock | | | 280 | | | | | | — | | | | | | 107,691 | | | | | | 12,275 | | | | | | — | | | | | | — | | | | | | 119,966 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,827,772 | | | | | | 3,827,772 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (29,722) | | | | | | — | | | | | | (29,722) | | |

| Balance at June 30, 2024 | | | 130,377 | | | | | | $ | 130 | | | | | $ | 8,225,303 | | | | | $ | (24,366,866) | | | | | $ | (130,428) | | | | | $ | 24,811,315 | | | | | $ | 8,539,454 | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

June 30, 2024

Reclassification: Certain amounts for the fiscal years 2023 and 2022 Consolidated Balance Sheets and notes to the financial statements have been reclassified to conform to the fiscal year 2024 presentation.

Revenue is recognized in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

Operating-related grants are recorded as a reduction to expense in the same line item on the Consolidated Statements of Operation as the expenditure for which the incentive is intended to compensate.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.

The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is required to adopt this standard in the fiscal year 2025 for the annual reporting period ending June 29, 2025, with retrospective disclosure of prior periods presented.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is required to adopt this standard prospectively in fiscal year 2026 for the annual reporting period ending June 28, 2026.

The Company is currently in the process of evaluating the impact of adoption on its Consolidated Financial Statements.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| Deferred revenue | | | $ | 1,152,155 | | | | | $ | 353,617 | | (1) | | | $ | 45,824 | | (1) | | | $ | 1,551,596 | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| Granted | | | 365 | | | | | | 941.04 | | |

| Vested | | | (462) | | | | | | 525.14 | | |

| Outstanding, June 30, 2024 | | | 923 | | | | | | $ | 655.89 | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

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

| Investments | | | 37,641 | | | | | | 135,731 | | |

| Other assets | | | 1,655,300 | | | | | | 1,394,313 | | |

| Restricted cash and cash equivalents | | | 250,316 | | | | | | 251,534 | | | | | | 252,487 | | |

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

| Balance at June 28, 2020 | | | 145,331 | | | | | | $ | 145 | | | | | $ | 6,695,858 | | | | | $ | (12,949,889) | | | | | $ | (94,211) | | | | | $ | 11,520,591 | | | | | $ | 5,172,494 | |

| Issuance of common stock | | | 1,089 | | | | | | 1 | | | | | | 24,122 | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,123 | | |

| Purchase of treasury stock | | | (5,819) | | | | | | (5) | | | | | | — | | | | | | (2,717,622) | | | | | | — | | | | | | — | | | | | | (2,717,627) | | |

| Reissuance of treasury stock | | | 484 | | | | | | — | | | | | | 76,954 | | | | | | 20,810 | | | | | | — | | | | | | — | | | | | | 97,764 | | |

| Effect of conversion of convertible notes | | | 1,416 | | | | | | 2 | | | | | | 24,869 | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,871 | | |

| Reclassification from temporary to permanent equity | | | — | | | | | | — | | | | | | 10,995 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,995 | | |

| Adoption of ASU 2018-18 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,157 | | | | | | 1,157 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,908,458 | | | | | | 3,908,458 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,083 | | | | | | | | | | | | 30,083 | | |

Revenue Recognition: The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process, (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the Company satisfies a performance obligation, as further described below.

*Identify the contract with a customer*.

*Identify the performance obligations in the contract*.

Performance obligations include sales of systems, spare parts, and services.

In addition, customer contracts contain provisions for installation and training services which have been deemed immaterial in the context of the contract.

*Determine the transaction price*.

*Allocate the transaction price to the performance obligations in the contract*.

For contracts that contain multiple performance obligations, the Company allocates the transaction price to the performance obligations on a relative standalone selling price basis.

Standalone selling prices are based on multiple factors including, but not limited to historical discounting trends for products and services and pricing practices in different geographies.

*Recognize revenue when or as the Company satisfies a performance obligation*.

Finished goods are reported as inventories until the point of title transfer to the customer.

Unless specified in the terms of sale, title generally transfers at the physical transfer of the products to the freight carriers.

Transfer of title for shipments to Japanese customers occurs at the time of customer acceptance.

In addition to the provision of standard warranties, the Company offers customer-paid extended warranty services.

Revenues for extended maintenance and warranty services with a fixed payment amount are recognized on a straight-line basis over the term of the contract.

Related costs are recorded as incurred.

The process of evaluating the potential impairment of goodwill requires significant judgment.

determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

The Company determines the fair value of its reporting units by using an income approach.

Under the income approach, the Company determines fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn.

In estimating the fair value of a reporting unit, the Company makes estimates and judgments about the future cash flows of its reporting units, including estimated growth rates and assumptions about the economic environment.

Although the Company’s cash flow forecasts are based on assumptions that are consistent with the plans and estimates it is using to manage the underlying businesses, there is significant judgment involved in determining the cash flows attributable to a reporting unit.

In addition, the Company makes certain judgments about allocating shared assets to the estimated balance sheets of its reporting units.

Changes in judgment on these assumptions and estimates could result in a goodwill impairment charge.

If after completing the quantitative assessment the carrying value of a reporting unit exceeds its fair value, the Company would record an impairment charge equal to the excess of the carrying value of the reporting unit over its fair value, up to the amount the goodwill assigned to the reporting unit.

The Company also

We maintain disclosure controls and procedures and internal control over [removed: final] [added: financial] reporting that are designed to comply with Rule 13a-15 of the Exchange Act.

As required by [removed: Rule 13a-15(b) under the Securities] Exchange Act [removed: of 1934, as amended (the “Exchange Act”),] [added: Rule 13a-15(b),] as of June [removed: 25, 2023,] [added: 30, 2024,] 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 [removed: Officer and] [added: Officer, along with] our Chief Financial [removed: Officer each] [added: Officer,] concluded that our disclosure controls and procedures are effective, as of June [removed: 25, 2023,] [added: 30, 2024,] 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: 25, 2023,] [added: 30, 2024,] 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, [removed: audited] [added: independently assessed] the [removed: financial statements included in this 2023 Form 10-K and has issued an attestation report on] [added: effectiveness of] the Company’s internal control over financial reporting, as stated in their [added: attestation] report, which is included in Part II, Item 8 of this [removed: 2023] [added: 2024] Form 10-K.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the Company’s fiscal quarter ended June 30, 2024, except for the following arrangements, none of the Company’s directors or officers adopted, modified, or terminated a trading arrangement for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Trading Arrangement”) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K):

- On May 29, 2024, Seshasayee (Sesha) Varadarajan, Senior Vice President, Global Products Group of the Company, adopted a Rule 10b5-1 Trading Arrangement.

Mr. Varadarajan’s Rule 10b5-1 Trading Arrangement provides for: (i) the potential exercise of 3,576 stock options expiring on March 1, 2025, and the associated sale of up to 3,576 shares of the Company’s common stock resulting from such exercise, (ii) the potential exercise of 7,432 stock options expiring on March 1, 2026, and the associated sale of up to 7,432 shares of the Company’s common stock resulting from such exercise, and (iii) a gift of shares totaling approximately $150,000 on the date of execution.

Mr. Varadarajan’s Rule 10b5-1 Trading Arrangement has a termination date of May 30, 2025.

Lam Research Corporation 2024 10-K 72

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The Rule 10b5-1 Trading Arrangement contains pricing conditions that preclude or limit the sale of shares below predetermined minimum prices.

The Rule 10b5-1 Trading Arrangement will terminate on the earlier of: (a) its respective termination date indicated above; (b) execution of all trades or expiration of all the orders relating to such trades under the Rule 10b5-1 Trading Arrangement; or (c) such date as the Rule 10b5-1 Trading Arrangement is otherwise terminated according to its terms.

None.

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 75][added: 73]

We have omitted from this [removed: 2023] [added: 2024] 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: 7, 2023,] [added: 5, 2024,] (the “Proxy Statement”), and certain information included in the Proxy Statement is incorporated into this report by reference.

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

For information regarding our executive officers, see Part I, Item 1 of this [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Nominees for Director.”

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 76][added: 74]

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| Consolidated Statements of Operations — Years Ended June [added: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [39](#ib9c1d3e5e8944e55b55e7adb8f5f6251_61)] [added: [38](#i464eb12cd10b49e08cec61867f415051_61)] | | |

| Consolidated Statements of Comprehensive Income — Years Ended June [added: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [40](#ib9c1d3e5e8944e55b55e7adb8f5f6251_64)] [added: [39](#i464eb12cd10b49e08cec61867f415051_64)] | | |

| Consolidated Balance Sheets — June [removed: 25, 2023,] [added: 30, 2024,] and June [removed: 26, 2022] [added: 25, 2023] | | | [removed: [41](#ib9c1d3e5e8944e55b55e7adb8f5f6251_67)] [added: [40](#i464eb12cd10b49e08cec61867f415051_67)] | | |

| Consolidated Statements of Cash Flows — Years Ended June [added: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [42](#ib9c1d3e5e8944e55b55e7adb8f5f6251_70)] [added: [41](#i464eb12cd10b49e08cec61867f415051_70)] | | |

| Consolidated Statements of Stockholders’ Equity — Years Ended June [added: 30, 2024, June] 25, 2023, [removed: June 26, 2022,] and June [removed: 27, 2021] [added: 26, 2022] | | | [removed: [44](#ib9c1d3e5e8944e55b55e7adb8f5f6251_73)] [added: [43](#i464eb12cd10b49e08cec61867f415051_73)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [45](#ib9c1d3e5e8944e55b55e7adb8f5f6251_79)] [added: [44](#i464eb12cd10b49e08cec61867f415051_76)] | | |

| Reports of Independent Registered Public Accounting Firm | | | [removed: [72](#ib9c1d3e5e8944e55b55e7adb8f5f6251_145)] [added: [69](#i464eb12cd10b49e08cec61867f415051_148)] | | |

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 77][added: 75]

FOR THE FISCAL YEAR ENDED JUNE [removed: 25, 2023][added: 30, 2024]

| 3.1 | | | | | | [Restated Certificate of Incorporation of the Registrant, (including Certificate and Designation, Preferences and Rights of Series A Junior Participating Preferred Stock), dated November 22, 2016 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 30, 2017 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754917000010/lrcx_2q2017xexhibitx31.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754917000010/lrcx_2q2017xexhibitx31.htm)] | | |

| 3.2 | | | | | | [Bylaws of the Registrant, as amended and restated, dated [removed: May 11, 2022] [added: November 8, 2023] which is incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on [removed: May 11, 2022] [added: November 9, 2023] (SEC File No. [removed: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754922000079/ex31amendedandrestatedbyla.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754923000122/ex31amendedandrestatedbyla.htm)] | | |

| 4.1 | | | | | | [Indenture (including Form of Notes), dated as of February 13, 2015, between Registrant and The Bank of New York Mellon Trust Company, N.A. which is incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed on February 13, 2015 (SEC File No. [removed: 333-202110).](http://www.sec.gov/Archives/edgar/data/707549/000119312515050299/d828450dex41.htm)] [added: 333-202110).](https://www.sec.gov/Archives/edgar/data/707549/000119312515050299/d828450dex41.htm)] | | |

| 4.2 | | | | | | [First Supplemental Indenture, dated as of March 12, 2015, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 12, 2015 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312515089325/d888411dex42.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312515089325/d888411dex42.htm)] | | |

| 4.3 | | | | | | [Second Supplemental Indenture, dated as of June 7, 2016, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 7, 2016 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312516615331/d180473dex42.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312516615331/d180473dex42.htm)] | | |

| 4.4 | | | | | | [Third Supplemental Indenture, dated as of March 4, 2019 by and between Lam Research Corporation and the Bank of New York Mellon Trust Company, N.A. as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 4, 2019 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312519062282/d714270dex42.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312519062282/d714270dex42.htm)] | | |

| 4.5 | | | | | | [Fourth Supplemental Indenture, dated as of May 5, 2020 by and between Lam Research Corporation and the Bank of New York Mellon Trust Company, N.A. as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 5, 2020 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312520133380/d829861dex42.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312520133380/d829861dex42.htm)] | | |

| 4.6 | | | | | | [Description of Common Stock, which is incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K filed on August 18, 2020 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754920000138/exhibit48june2020.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754920000138/exhibit48june2020.htm)] | | |

| 10.2* | | | | | | [Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.148 to the Registrant’s Current Report on Form 8-K filed on November 13, 2008 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000095013408020371/f50500exv10w148.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000095013408020371/f50500exv10w148.htm)] | | |

| 10.3* | | | | | | [Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 4, 2012 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312512258810/d358975dex101.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312512258810/d358975dex101.htm)] | | |

| 10.4* | | | | | | [Form of Novellus Directors and Officers Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to Novellus’ Current Report on Form 10-Q filed on August 13, 2002 (SEC File No. [removed: 000-17157).](http://www.sec.gov/Archives/edgar/data/836106/000089161802003775/f83490exv10w1.txt)] [added: 000-17157).](https://www.sec.gov/Archives/edgar/data/836106/000089161802003775/f83490exv10w1.txt)] | | |

| 10.5* | | | | | | [Novellus Amended Executive Voluntary Deferred Compensation Plan, as amended which is incorporated by reference to Exhibit 10.28 to Novellus’ Quarterly Report on Form 10-Q filed on November 5, 2008 (SEC File No. [removed: 000-17157).](http://www.sec.gov/Archives/edgar/data/836106/000119312508226089/dex1028.htm)] [added: 000-17157).](https://www.sec.gov/Archives/edgar/data/836106/000119312508226089/dex1028.htm)] | | |

| 10.6* | | | | | | [Novellus Accelerated Stock Vesting Retirement Plan Summary which is incorporated by reference to Exhibit 10.30 to Novellus’ Quarterly Report on Form 10-Q filed on November 2, 2010 (SEC File No. [removed: 000-17157).](http://www.sec.gov/Archives/edgar/data/836106/000119312510244360/dex1030.htm)] [added: 000-17157).](https://www.sec.gov/Archives/edgar/data/836106/000119312510244360/dex1030.htm)] | | |

| 10.7* | | | | | | [Novellus Systems, Inc. 2011 Stock Incentive Plan, as amended July 18, 2012 which is incorporated by reference to Exhibit 10.172 to the Registrant’s Annual Report on Form 10-K filed on August 22, 2012 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312512365446/d365655dex10172.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312512365446/d365655dex10172.htm)] | | |

| 10.8* | | | | | | [Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on February 6, 2014 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312514038822/d643492dex103.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312514038822/d643492dex103.htm)] | | |

| 10.9* | | | | | | [Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended) which is incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed on February 6, 2014 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312514038822/d643492dex109.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312514038822/d643492dex109.htm)] | | |

| 10.10 | | | | | | [Form of Confidentiality Agreement which is incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on February 3, 2015 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312515031451/d819463dex107.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312515031451/d819463dex107.htm)] | | |

| 10.11* | | | | | | [Form of Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.244 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312515368462/d79742dex10244.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312515368462/d79742dex10244.htm)] | | |

| 10.12* | | | | | | [Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.247 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312515368462/d79742dex10247.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312515368462/d79742dex10247.htm)] | | |

| 10.13* | | | | | | [Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 24, 2017 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754917000056/lrcx_exhibitx101xq3x2017.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754917000056/lrcx_exhibitx101xq3x2017.htm)] | | |

| 10.14 | | | | | | [Form of Commercial Paper Dealer Agreement 4(a)(2) Program between Lam Research Corporation, as issuer, and the dealer which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2017 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754917000162/lrcx_exhibitx101xnovx14x20.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754917000162/lrcx_exhibitx101xnovx14x20.htm)] | | |

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 78][added: 76]

| 10.15* | | | | | | [Lam Research Corporation 2007 Stock Incentive Plan, as amended, which is incorporated by reference to Exhibit 4.15 to the Registrant’s Annual Report on Form 10-K filed on August 27, 2013 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312513348269/d556924dex415.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312513348269/d556924dex415.htm)] | | |

| 10.16* | | | | | | [Lam Research Corporation Elective Deferred Compensation Plan which is incorporated by reference to Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K filed on August 19, 2011 (SEC File No. [removed: 000-12933)](http://www.sec.gov/Archives/edgar/data/707549/000119312511227691/dex416.htm)] [added: 000-12933)](https://www.sec.gov/Archives/edgar/data/707549/000119312511227691/dex416.htm)] | | |

| 10.17* | | | | | | [Lam Research Corporation Elective Deferred Compensation Plan II which is incorporated by reference to Exhibit 4.17 to the Registrant’s Annual Report on Form 10-K filed on August 19, 2011 (SEC File No. [removed: 000-12933)](http://www.sec.gov/Archives/edgar/data/707549/000119312511227691/dex417.htm)] [added: 000-12933)](https://www.sec.gov/Archives/edgar/data/707549/000119312511227691/dex417.htm)] | | |

| 10.18 | | | | | | [Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended which is incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-8 filed on April 30, 2019 (SEC File No. [removed: 333-231138).](http://www.sec.gov/Archives/edgar/data/0000707549/000070754919000079/lrcx_s-8april2019ex41.htm)] [added: 333-231138).](https://www.sec.gov/Archives/edgar/data/0000707549/000070754919000079/lrcx_s-8april2019ex41.htm)] | | |

| 10.19* | | | | | | [2004 Executive Incentive Plan, as Amended and Restated which is incorporated by reference to [removed: 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] [added: Exhibit 10.1 to] the Registrant’s Current Report on Form 8-K filed [removed: on](https://www.sec.gov/Archives/edgar/data/707549/000070754923000011/lrcx_exx101x2004eipamended.htm) [February] [added: on February] 9, [removed: 2023](https://www.sec.gov/Archives/edgar/data/707549/000070754923000011/lrcx_exx101x2004eipamended.htm) [(SEC] [added: 2023 (SEC] File No. 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754923000011/lrcx_exx101x2004eipamended.htm) | | |

| 10.20 | | | | | | [2015 Stock Incentive Plan which is incorporated by reference to Exhibit 4.24 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312515368462/d79742dex424.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000119312515368462/d79742dex424.htm)] | | |

| 10.21* | | | | | | [Form of Market-Based-Based Performance Restricted Stock Unit Award 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 October 23, 2018 (SEC File No [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754918000125/lrcx1q2019exhibit10120.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754918000125/lrcx1q2019exhibit10120.htm)] | | |

| 10.22* | | | | | | [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 April 30, 2019 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754919000078/lrcx3q2019exhibit10120.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754919000078/lrcx3q2019exhibit10120.htm)] | | |

| 10.23* | | | | | | [Form of Restricted Stock Unit Agreement (Outside Directors) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2019 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754919000078/lrcx3q2019exhibit10320.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754919000078/lrcx3q2019exhibit10320.htm)] | | |

| 10.24* | | | | | | [Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2019 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754919000078/lrcx3q2019exhibit10420.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754919000078/lrcx3q2019exhibit10420.htm)] | | |

| 10.25* | | | | | | [Form of Market-Based Performance Restricted Stock Unit Award 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 April 28, 2020 (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000070754920000081/lrcx3q2020exhibit10120.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754920000081/lrcx3q2020exhibit10120.htm)] | | |

| [removed: 10.26*] [added: 10.41*] | | | | | | [removed: [Executive Severance Policy] [added: [Form of Indemnification Agreement] which is incorporated by reference to Exhibit 10.1 to the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: December 28, 2020] [added: January 29, 2024] (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/0000707549/000119312520327625/d98471dex101.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754924000016/lrcx_2qx2024xexx101xindemn.htm)] | | |

| [removed: 10.27*] [added: 10.43*] | | | | | | [removed: [Executive Change in Control Policy] [added: [Form of Restricted Stock Unit Agreement (International Participants) - 2015 Stock Incentive Plan] which is incorporated by reference to Exhibit 10.2 to the [removed: Registrant’s Current] [added: Registrant's Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: December 28, 2020] [added: April 29, 2024] (SEC File No. [removed: 000-12933).](http://www.sec.gov/Archives/edgar/data/707549/000119312520327625/d98471dex102.htm)] [added: 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754924000067/lrcx_3qx2024xexx102xformxr.htm)] | | |

| 10.28 | | | | | | [Amendment No. 1 to Second Amended and Restated Credit Agreement dated December 7, 2022, among Lam Research [removed: Corporation,](https://www.sec.gov/Archives/edgar/data/707549/000070754923000008/lrcx_2qx2023xexx102-amendm.htm) [as] [added: Corporation, as] borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which is incorporated by reference to Exhibit 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 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_2qx2023xexx102-amendm.htm) | | |

| [removed: 10.38*] [added: 10.42*] | | | | | | [removed: [Non-employee Director Compensation Program] [added: [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 [removed: February 1, 2022] [added: April 29, 2024] (SEC File No. [removed: 000-12933).](https://www.sec.gov/Archives/edgar/data/0000707549/000070754922000012/ex101non-employeedirectorc.htm)] [added: 000-12933)](https://www.sec.gov/Archives/edgar/data/707549/000070754924000067/lrcx_3qx2024xexx101xformxr.htm).] | | |

Lam Research Corporation [removed: 2023] [added: 2024] 10-K [removed: 79][added: 77]

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| 10.26* | | | | | | [Executive Severance Policy, as amended and restated.](https://www.sec.gov/Archives/edgar/data/707549/000070754924000106/exhibit1026executivesevera.htm) | | |

| 10.27* | | | | | | [Executive Change in Control Policy, as amended and restated.](https://www.sec.gov/Archives/edgar/data/707549/000070754924000106/exhibit1027executivechange.htm) | | |

| 10.38* | | | | | | [Non-employee Director Compensation Program, as amended.](https://www.sec.gov/Archives/edgar/data/707549/000070754924000106/exhibit1038non-employeedir.htm) | | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| 10.44* | | | | | | [Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No. 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754924000067/lrcx_3qx2024xexx103xformxm.htm) | | |

| 10.45* | | | | | | [Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No. 000-12933).](https://www.sec.gov/Archives/edgar/data/707549/000070754924000067/lrcx_3qx2024xexx104xformxm.htm) | | |

| 19.1 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/707549/000070754924000106/exhibit191insidertradingpo.htm). | | |

| 97.1 | | | | | | [Policy for the Recovery of Erroneously Awarded Compensation.](https://www.sec.gov/Archives/edgar/data/707549/000070754924000106/exhibit971policyforrecover.htm) | | |

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

[Table of Content](#i464eb12cd10b49e08cec61867f415051_7)

| Sohail U. Ahmed | | | | | | | | | Bethany J. Mayer | | | | | | | | |

| /s/ Eric K. Brandt | | | Director | | | August 29, 2024 | | | /s/ Jyoti K. Mehra | | | Director | | | August 29, 2024 | | |

| Eric K. Brandt | | | | | | | | | Jyoti K. Mehra | | | | | | | | |

| John M. Dineen | | | | | | | | | Leslie F. Varon | | | | | | | | |

| Abhijit Y. Talwalkar | | | | | | | | | Bethany J. Mayer | | | | | | | | |

| Sohail U. Ahmed | | | | | | | | | Jyoti K. Mehra | | | | | | | | |

| Michael R. Cannon | | | | | | | | | Leslie F. Varon | | | | | | | | |

| /s/ Ho Kyu Kang | | | Director | | | August 15, 2023 | | | | | | | | | | | |