Item 1. Financial Statements

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Item 1. Financial Statements

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

Three Months Ended
September 24, 2023September 25, 2022
Revenue$3,482,062$5,074,121
Cost of goods sold1,819,4202,737,286
Restructuring charges, net - cost of goods sold7,940—
Total cost of goods sold1,827,3602,737,286
Gross margin1,654,7022,336,835
Research and development422,629433,375
Selling, general, and administrative207,023205,620
Restructuring charges, net - operating expenses2,021—
Total operating expenses631,673638,995
Operating income1,023,0291,697,840
Other income (expense), net2,601(43,095)
Income before income taxes1,025,6301,654,745
Income tax expense(138,232)(228,866)
Net income$887,398$1,425,879
Net income per share:
Basic$6.69$10.42
Diluted$6.66$10.39
Number of shares used in per share calculations:
Basic132,584136,891
Diluted133,166137,208

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2024 Q1 10-Q 3

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

Three Months Ended
September 24, 2023September 25, 2022
Net income$887,398$1,425,879
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment(20,678)(33,609)
Cash flow hedges:
Net unrealized gains during the period8,59818,803
Net gains reclassified into net income(8,917)(9,297)
(319)9,506
Available-for-sale investments:
Net unrealized gains during the period18280
Net gains reclassified into net income(10)(53)
17227
Defined benefit plans, net change in unrealized component181293
Other comprehensive loss, net of tax(20,644)(23,783)
Comprehensive income$866,754$1,402,096

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2024 Q1 10-Q 4

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

September 24, 2023June 25, 2023
(unaudited)(1)
ASSETS
Cash and cash equivalents$5,126,150$5,337,056
Investments30,55737,641
Accounts receivable, less allowance of $5,255 as of September 24, 2023, and $5,344 as of June 25, 20232,810,9532,823,376
Inventories4,747,7814,816,190
Prepaid expenses and other current assets278,121214,149
Total current assets12,993,56213,228,412
Property and equipment, net2,110,5111,856,672
Goodwill1,626,3821,622,489
Intangible assets, net157,618168,454
Other assets1,650,3841,905,616
Total assets$18,538,457$18,781,643
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable$528,163$470,702
Accrued expenses and other current liabilities2,120,0552,010,637
Deferred profit1,595,0981,695,221
Current portion of long-term debt and finance lease obligations3,8618,358
Total current liabilities4,247,1774,184,918
Long-term debt and finance lease obligations, less current portion4,980,4605,003,183
Income taxes payable780,511882,084
Other long-term liabilities482,979501,286
Total liabilities10,491,12710,571,471
Commitments and contingencies (refer to Note 13)
Stockholders’ equity:
Preferred stock, at par value of $0.001 per share; authorized, 5,000 shares, none outstanding——
Common stock, at par value of $0.001 per share; authorized, 400,000 shares as of September 24, 2023 and June 25, 2023; issued and outstanding, 132,072 shares as of September 24, 2023, and 133,297 shares as of June 25, 2023132133
Additional paid-in capital7,879,0317,809,002
Treasury stock, at cost; 162,646 shares as of September 24, 2023, and 161,380 shares as of June 25, 2023(22,365,872)(21,530,353)
Accumulated other comprehensive loss(121,350)(100,706)
Retained earnings22,655,38922,032,096
Total stockholders’ equity8,047,3308,210,172
Total liabilities and stockholders’ equity$18,538,457$18,781,643

(1)Derived from audited financial statements

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2024 Q1 10-Q 5

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

Three Months Ended
September 24, 2023September 25, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$887,398$1,425,879
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization90,47975,751
Deferred income taxes(24,238)(133,616)
Equity-based compensation expense67,21171,110
Other, net(150)(2,751)
Changes in operating assets and liabilities(69,537)(246,785)
Net cash provided by operating activities951,1631,189,588
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets(76,992)(140,063)
Proceeds from maturities of available-for-sales securities7,27514,695
Other, net(4,966)(2,435)
Net cash used for investing activities(74,683)(127,803)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt, including finance lease obligations(253,109)(1,854)
Treasury stock purchases(843,238)(109,779)
Dividends paid(230,332)(205,615)
Proceeds from issuance of common stock2,8186,796
Other, net(2,151)(489)
Net cash used for financing activities(1,326,012)(310,941)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(11,031)(16,925)
Net (decrease) increase in cash, cash equivalents, and restricted cash(460,563)733,919
Cash, cash equivalents, and restricted cash at beginning of period (1)5,587,3723,773,535
Cash, cash equivalents, and restricted cash at end of period (1)$5,126,809$4,507,454
Schedule of non-cash transactions:
Accrued payables for stock repurchases$37,768$88
Accrued payables for capital expenditures38,66879,173
Dividends payable265,040235,980
Transfers of finished goods inventory to property and equipment18,01420,798
Reconciliation of cash, cash equivalents, and restricted cashSeptember 24, 2023September 25, 2022
Cash and cash equivalents$5,126,150$4,256,499
Restricted cash and cash equivalents (1)659250,955
Total cash, cash equivalents, and restricted cash$5,126,809$4,507,454

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

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2024 Q1 10-Q 6

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

Three Months Ended
September 24, 2023
Common Stock SharesCommon StockAdditional Paid-in CapitalTreasury StockAccumulated Other Comprehensive LossRetained EarningsTotal
Balance at June 25, 2023133,297$133$7,809,002$(21,530,353)$(100,706)$22,032,096$8,210,172
Issuance of common stock41—2,818———2,818
Purchase of treasury stock(1,266)(1)—(835,519)——(835,520)
Equity-based compensation expense——67,211———67,211
Net income—————887,398887,398
Other comprehensive loss————(20,644)—(20,644)
Cash dividends declared ($2.00 per common share)—————(264,105)(264,105)
Balance at September 24, 2023132,072$132$7,879,031$(22,365,872)$(121,350)$22,655,389$8,047,330
Three Months Ended
September 25, 2022
Common Stock SharesCommon StockAdditional Paid-in CapitalTreasury StockAccumulated Other Comprehensive LossRetained EarningsTotal
Balance at June 26, 2022136,975$137$7,414,916$(19,481,429)$(109,982)$18,454,724$6,278,366
Issuance of common stock85—6,796———6,796
Purchase of treasury stock(686)(1)—(109,820)——(109,821)
Equity-based compensation expense——71,110———71,110
Net income—————1,425,8791,425,879
Other comprehensive loss————(23,783)—(23,783)
Cash dividends declared ($1.725 per common share)—————(235,980)(235,980)
Balance at September 25, 2022136,374$136$7,492,822$(19,591,249)$(133,765)$19,644,623$7,412,567

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2024 Q1 10-Q 7

LAM RESEARCH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 24, 2023

(Unaudited)

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of Lam Research Corporation (“Lam Research” or the “Company”) for the fiscal year ended June 25, 2023, which are included in the Company’s Annual Report on Form 10-K as of and for the year ended June 25, 2023 (the “2023 Form 10-K”).

The condensed consolidated financial statements include the accounts of Lam Research and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s reporting period is a 52/53-week fiscal year. The Company’s current fiscal year will end June 30, 2024 and includes 53 weeks. The quarters ended September 24, 2023 (the “September 2023 quarter”) and September 25, 2022 included 13 weeks.

Reclassification: Certain amounts for the June 25, 2023 Condensed Consolidated Balance Sheet and notes to the financial statements have been reclassified to conform to the current period presentation.

NOTE 2 — RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted or Effective

The Company has not adopted any new accounting standards during the first quarter of fiscal year 2024 that have a material impact on the Company’s Condensed Consolidated Financial Statements.

Updates Not Yet Effective

There are no new accounting standards not yet adopted or effective that are expected to have a material impact on the Company’s Condensed Consolidated Financial Statements.

NOTE 3 — REVENUE

Disaggregation of Revenue

The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment. The Company’s material operating segments qualify for aggregation due to their customer base and similarities in economic characteristics, nature of products and services, and processes for procurement, manufacturing, and distribution.

The Company operates in seven geographic regions: United States, China, Europe, Japan, Korea, Southeast Asia, and Taiwan. For geographical reporting, revenue is attributed to the geographic location in which the customers’ facilities are located. The Company serves three primary markets: memory, foundry, and logic/integrated device manufacturing.

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

Three Months Ended
September 24, 2023September 25, 2022
(In thousands)
Systems revenue$2,056,655$3,181,987
Customer support-related revenue and other1,425,4071,892,134
$3,482,062$5,074,121

Systems revenue includes sales of new leading-edge equipment in deposition, etch and clean markets.

Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant product line.

Lam Research Corporation 2024 Q1 10-Q 8

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

Three Months Ended
September 24, 2023September 25, 2022
(In thousands)
China$1,687,311$1,530,475
Korea547,945855,378
Japan324,520458,693
United States282,224304,977
Taiwan242,4901,120,946
Europe238,469262,588
Southeast Asia159,103541,064
$3,482,062$5,074,121

The following table presents the percentages of leading- and non-leading-edge equipment and upgrade revenue to each of the primary markets the Company serves:

Three Months Ended
September 24, 2023September 25, 2022
Memory38%52%
Foundry36%34%
Logic/integrated device manufacturing26%14%

Deferred Revenue

Revenue of $561.8 million included in deferred profit at June 25, 2023 was recognized during the three months ended September 24, 2023, representing 31% of the $1,837.9 million of deferred revenue as of June 25, 2023.

The following table summarizes the transaction price for contracts that have not yet been recognized as revenue as of September 24, 2023 and when the Company expects to recognize the amounts as revenue:

Less than 1 Year1-3 YearsMore than 3 YearsTotal
(In thousands)
Deferred revenue$1,421,440$226,972(1)$42,035(1)$1,690,447

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

NOTE 4 — EQUITY-BASED COMPENSATION PLANS

The Lam Research Corporation 2015 Stock Incentive Plan, as amended, provides for the grant of non-qualified equity-based awards of the Company’s Common Stock to eligible employees and non-employee directors, including stock options, restricted stock units (“RSUs”), and market-based performance RSUs (“market-based PRSUs”). An option is a right to purchase Common Stock at a set price. An RSU award is an agreement to issue a set number of shares of Common Stock at the time of vesting. The Company’s market-based PRSUs contain both a market condition and a service condition. The Company’s option, RSU, and market-based PRSU awards typically vest over a period of three years. The Company also has an employee stock purchase plan that allows employees to purchase its Common Stock at a discount through payroll deductions.

Lam Research Corporation 2024 Q1 10-Q 9

The Company recognized the following equity-based compensation expense (including expense related to the employee stock purchase plan) and related income tax benefit in the Condensed Consolidated Statements of Operations:

Three Months Ended
September 24, 2023September 25, 2022
(in thousands)
Equity-based compensation expense$67,211$71,110
Income tax benefit recognized related to equity-based compensation expense$9,564$11,528

NOTE 5 — OTHER INCOME (EXPENSE), NET

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

Three Months Ended
September 24, 2023September 25, 2022
(in thousands)
Interest income$56,564$15,056
Interest expense(45,331)(46,052)
(Losses) gains on deferred compensation plan-related assets, net(2,901)(12,726)
Foreign exchange gains (losses), net1,2696,821
Other, net(7,000)(6,194)
$2,601$(43,095)

NOTE 6 — INCOME TAX EXPENSE

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

Three Months Ended
September 24, 2023September 25, 2022
(in thousands, except percentages)
Income tax expense$138,232$228,866
Effective tax rate13.5%13.8%

The difference between the U.S. federal statutory tax rate of 21% and the Company’s effective tax rate for the three months ended September 24, 2023 and September 25, 2022 was primarily due to income in lower tax jurisdictions.

On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law. In general, the provisions of the IRA are effective beginning with the Company’s fiscal year 2024, with certain exceptions. The IRA includes a new 15% corporate minimum tax. The Company has evaluated the potential impacts of the IRA and does not expect it to have a material impact on the effective tax rate. However, the Company expects future guidance from the Treasury Department and will further analyze when the guidance is issued.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, and June 28, 2020. To date, no significant adjustments have been proposed by the IRS. The Company is unable to make a reasonable estimate as to when cash settlements, if any, with the IRS will occur.

The Company is in various stages of examinations in connection with all of its tax audits worldwide, and it is difficult to determine when these examinations will be settled. It is reasonably possible that over the next 12-month period the Company may experience an increase or decrease in its uncertain tax positions as a result of tax examinations or lapses of statutes of limitation. The change in uncertain tax positions as a result of lapses of statutes of limitation may range up to $9.8 million.

Lam Research Corporation 2024 Q1 10-Q 10

NOTE 7 — NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the treasury stock method, for dilutive stock options, restricted stock units, and convertible notes. The following table reconciles the inputs to the basic and diluted computations for net income per share.

Three Months Ended
September 24, 2023September 25, 2022
(in thousands, except per share data)
Numerator:
Net income$887,398$1,425,879
Denominator:
Basic average shares outstanding132,584136,891
Effect of potential dilutive securities:
Employee stock plans582317
Diluted average shares outstanding133,166137,208
Net income per share - basic$6.69$10.42
Net income per share - diluted$6.66$10.39

For purposes of computing diluted net income per share, weighted-average common shares do not include potentially dilutive securities that are anti-dilutive under the treasury stock method. The impact from potentially dilutive securities, including options and RSUs, was not material for the three months ended September 24, 2023 and September 25, 2022.

NOTE 8 — FINANCIAL INSTRUMENTS

The Company’s investment strategies and investment and fair value policies are unchanged from those disclosed in Note 9, “Financial Instruments,” to our Consolidated Financial Statements in Part II, Item 8 of our 2023 Form 10-K. The financial statement impacts to the Condensed Consolidated Statement of Operations from debt and equity investments were not material as of and for the three months ended September 24, 2023 and September 25, 2022.

Debt and Equity Investments measured at fair value on a recurring basis

The following tables set forth the Company’s cash, cash equivalents, investments, and other assets measured at fair value on a recurring basis as of September 24, 2023, and June 25, 2023:

September 24, 2023
(Reported Within)
CostUnrealized GainUnrealized (Loss)Fair ValueCash and Cash EquivalentsInvestmentsOther Assets
(in thousands)
Level 1:
Money market funds$1,657,890$—$—$1,657,890$1,657,890$—$—
Mutual funds100,11316,826(1,973)114,966——114,966
Level 1 Total1,758,00316,826(1,973)1,772,8561,657,890—114,966
Level 2:
Corporate notes and bonds30,7272(172)30,557—30,557—
Level 2 Total30,7272(172)30,557—30,557—
Total subject to fair value hierarchy$1,788,730$16,828$(2,145)$1,803,413
Cash$1,772,866$1,772,207$—$659
Time deposits1,696,0531,696,053——
Total$5,272,332$5,126,150$30,557$115,625

Lam Research Corporation 2024 Q1 10-Q 11

June 25, 2023
(Reported Within)
CostUnrealized GainUnrealized (Loss)Fair ValueCash and Cash EquivalentsInvestmentsOther Assets
(in thousands)
Level 1:
Money market funds$2,223,642$—$—$2,223,642$2,223,642$—$—
Mutual funds96,64612,092(2,069)106,669——106,669
Level 1 Total2,320,28812,092(2,069)2,330,3112,223,642—106,669
Level 2:
Corporate notes and bonds38,033—(392)37,641—37,641—
Level 2 Total38,033—(392)37,641—37,641—
Total subject to fair value hierarchy$2,358,321$12,092$(2,461)$2,367,952
Cash$2,132,811$2,132,522$—$289
Time deposits1,230,919980,892—250,027
Total$5,731,682$5,337,056$37,641$356,985

The following is an analysis of the Company’s investments in unrealized loss positions:

September 24, 2023
Unrealized Losses Less than 12 MonthsUnrealized Losses 12 Months or GreaterTotal
Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
(in thousands)
Mutual funds$599$(6)$21,788$(1,967)$22,387$(1,973)
Corporate notes and bonds5,378(1)17,834(171)23,212(172)
$5,977$(7)$39,622$(2,138)$45,599$(2,145)

The amortized cost and fair value of cash equivalents, investments, and restricted investments with contractual maturities as of September 24, 2023 are as follows:

CostFair Value
(in thousands)
Due in one year or less$3,384,670$3,384,500
Due after one year through five years——
$3,384,670$3,384,500

The Company has the ability, if necessary, to liquidate its investments in order to meet the Company’s liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than 12 months from the date of purchase nonetheless are classified as short-term on the accompanying Condensed Consolidated Balance Sheets.

Derivative Instruments and Hedging

The Company’s hedging strategies and policies are unchanged from those disclosed in Note 9, “Financial Instruments,” to our Consolidated Financial Statements in Part II, Item 8 of our 2023 Form 10-K. As of September 24, 2023 and June 25, 2023 the fair value of outstanding cash flow and balance sheet hedges were not material. The financial statement impacts to the Condensed Consolidated Statement of Operations from derivative instruments and hedging activities were not material as of and for the three months ended September 24, 2023 and September 25, 2022.

Lam Research Corporation 2024 Q1 10-Q 12

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk and the Company’s mitigation strategies are unchanged from those disclosed in Note 9, “Financial Instruments,” to our Consolidated Financial Statements in Part II, Item 8 of our 2023 Form 10-K.

NOTE 9 — INVENTORIES

Inventories are stated at the lower of cost or net realizable value using standard costs that approximate actual costs on a first-in, first-out basis. System shipments to customers in Japan, for which title does not transfer until customer acceptance, are classified as finished goods inventory and carried at cost until title transfers. Inventories consist of the following:

September 24, 2023June 25, 2023
(in thousands)
Raw materials$3,202,468$3,196,988
Work-in-process300,408325,611
Finished goods1,244,9051,293,591
$4,747,781$4,816,190

NOTE 10 — GOODWILL AND INTANGIBLE ASSETS

Goodwill

The balance of goodwill is approximately $1.6 billion as of September 24, 2023 and June 25, 2023. As of September 24, 2023 and June 25, 2023, $65.4 million of the goodwill balance is tax deductible and the remaining balance is not tax deductible due to purchase accounting and applicable foreign law.

Intangible Assets

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

September 24, 2023June 25, 2023
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
(in thousands)
Customer relationships$644,103$(632,279)$11,824$644,138$(631,420)$12,718
Existing technology734,885(677,619)57,266717,331(674,549)42,782
Patents and other intangible assets201,215(125,134)76,081199,532(116,659)82,873
Intangible assets subject to amortization1,580,203(1,435,032)145,1711,561,001(1,422,628)138,373
In process research and development12,447—12,44730,081—30,081
Total intangible assets$1,592,650$(1,435,032)$157,618$1,591,082$(1,422,628)$168,454

The Company recognized $14.0 million and $11.6 million in intangible asset amortization expense during the three months ended September 24, 2023 and September 25, 2022, respectively.

Lam Research Corporation 2024 Q1 10-Q 13

The estimated future amortization expense of intangible assets as of September 24, 2023, is reflected in the table below. The table excludes $18.8 million of capitalized costs for intangible assets that have not been placed into service.

Fiscal YearAmount
(in thousands)
2024 (remaining 9 months)$32,556
202530,544
202620,100
202715,360
202811,842
Thereafter15,928
$126,330

NOTE 11 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

September 24, 2023June 25, 2023
(in thousands)
Accrued compensation$485,419$481,354
Warranty reserves240,550256,781
Income and other taxes payable (1)587,410460,630
Dividend payable265,040231,267
Restructuring3,0958,014
Other538,541572,591
$2,120,055$2,010,637

(1) The balance in income and other taxes payable includes an accrual of $180.0 million related to federal estimated taxes for which payment is deferred until our quarter ending December 24, 2023, under the IRS Federal tax relief for California disaster area taxpayers.

NOTE 12 — LEASES

The Company elected to exercise purchase options available under its finance leases for certain improved properties in Fremont and Livermore, California (the “California Facility Leases”) in the three months ended September 24, 2023. As a result, the Company released cash collateral in an aggregate of approximately $250.0 million of restricted cash that is reported in Other assets in the Company’s Condensed Consolidated Balance Sheet. Additionally, guarantees made to the lessor that each property would have a certain minimum residual value totaling $298.4 million as of June 25, 2023 in the aggregate were eliminated with the extinguishment of the California Facilities Leases. As a result of the purchase of the improved properties, $250.5 million of additions were made to Property and Equipment, Net in the Company’s Condensed Consolidated Balance Sheets primarily comprised of land ($40.5 million) and buildings and improvements ($210.0 million).

NOTE 13 — COMMITMENTS AND CONTINGENCIES

Guarantees

The Company has issued certain indemnifications to its lessors for taxes and general liability under some of its agreements. The Company has entered into insurance contracts that are intended to limit its exposure to such indemnifications. As of September 24, 2023, the Company had not recorded any liability on its Condensed Consolidated Financial Statements in connection with these indemnifications, as it does not believe that it is probable that any material amounts will be paid under these guarantees.

Generally, the Company indemnifies, under pre-determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company’s products or services. The Company seeks to limit its liability for such indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification obligations. The Company does not believe that it is probable that any material amounts will be paid under these guarantees.

Lam Research Corporation 2024 Q1 10-Q 14

The Company provides guarantees and standby letters of credit to certain parties as required for certain transactions initiated during the ordinary course of business. As of September 24, 2023, the maximum potential amount of future payments that the Company could be required to make under these arrangements and letters of credit was $197.9 million. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid.

In addition, the Company has entered into indemnification agreements with its directors, officers, and certain other employees, consistent with its Bylaws and Certificate of Incorporation; and under local law, the Company may be required to provide indemnification to its employees for actions within the scope of their employment. Although the Company maintains insurance contracts that cover some of the potential liability associated with these indemnification agreements, there is no guarantee that all such liabilities will be covered. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under such indemnification agreements or statutory obligations.

Warranties

The Company provides standard warranties on its systems. The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements. As of September 24, 2023, warranty reserves totaling $24.8 million were reported in other long-term liabilities, the remainder were included in accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets.

Changes in the Company’s product warranty reserves were as follows:

Three Months Ended
September 24, 2023September 25, 2022
(in thousands)
Balance at beginning of period$286,663$256,258
Warranties issued during the period44,51988,213
Settlements made during the period(52,236)(64,896)
Changes in liability for warranties issued during the period(50)(1,269)
Changes in liability for pre-existing warranties(13,522)5,208
Balance at end of period$265,374$283,514

Legal Proceedings

While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. Based on current information, the Company does not believe that a material loss from known matters is probable and therefore has not recorded an accrual of any material amount for litigation or other contingencies related to existing legal proceedings.

NOTE 14 — STOCK REPURCHASE PROGRAM

In May 2022, the Board of Directors authorized the Company to repurchase up to an additional $5.0 billion of Common Stock; this authorization supplements the remaining balances from any prior authorizations. These repurchases can be conducted on the open market or as private purchases and may include the use of derivative contracts with large financial institutions, in all cases subject to compliance with applicable law. This repurchase program has no termination date and may be suspended or discontinued at any time.

Lam Research Corporation 2024 Q1 10-Q 15

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

PeriodTotal Number of Shares RepurchasedTotal Cost of Repurchase (2)Average Price Paid Per Share (1,2)Amount Available Under Repurchase Program
(in thousands, except per share data)
Available balance as of June 25, 2023$3,537,217
Quarter ended September 24, 20231,257$829,874$660.01$2,707,343

(1) Average price paid per share excludes the effect of accelerated share repurchase activities.

(2) The Company’s net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred reduces the amount available under the repurchase program, as applicable, and is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders’ Equity and the calculation of the average price paid per share.

In addition to the shares repurchased under the Board-authorized repurchase program shown above, during the three months ended September 24, 2023, the Company acquired 9 thousand shares at a total cost of $5.5 million, which the Company withheld through net settlements to cover minimum tax withholding obligations upon the vesting of restricted stock unit awards granted under the Company’s equity compensation plans. The shares retained by the Company through these net share settlements are not a part of the Board-authorized repurchase program but instead are authorized under the Company’s equity compensation plan.

NOTE 15 — RESTRUCTURING CHARGES, NET

The Company records employee severance and separation costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation - Non-retirement Post-employment Benefits, as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with employees that elected to voluntarily terminate as part of the restructuring plan are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated. If applicable, the Company records such costs into operating expense over the terminated employees’ future service period beyond any minimum or legally required retention period. The majority of restructuring charges that have been incurred but not yet paid are recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

In the fiscal year ended June 25, 2023, the Company initiated a restructuring plan designed to better align the Company’s cost structure with its outlook for the economic environment and business opportunities. Under the plan the Company terminated approximately 1,650 employees, incurring expenses related to employee severance and separation costs. Employee severance and separation costs primarily relate to severance, non-cash severance, including equity award compensation expense, pension and other termination benefits. Additionally, the Company made a strategic decision to relocate certain manufacturing activities to pre-existing facilities and incurred charges to move inventory and equipment and exit selected supplier arrangements.

During the three months ending September 24, 2023, net restructuring costs of $7.9 million and $2.0 million were recorded in restructuring charges, net - cost of goods sold, and restructuring charges, net - operating expenses, respectively, in the Condensed Consolidated Statements of Operations. No restructuring charges were recognized during the three months ending September 25, 2022.

The cumulative cost of the restructuring plan as of September 24, 2023 was $130.3 million. The Company anticipates the restructuring plan to be substantially complete by December 24, 2023, and estimates that incremental restructuring charges totaling approximately $7 million will be incurred in the fiscal quarter ending December 24, 2023.

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

Severance and BenefitsOtherTotal
(in thousands)
Restructuring liability as of June 25, 2023$7,989$246$8,235
Restructuring expense5,4744,4879,961
Cash payments(10,525)(4,262)(14,787)
Non-cash activities541670
Restructuring liability as of September 24, 2023$2,992$487$3,479

Lam Research Corporation 2024 Q1 10-Q 16

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