Item 1. Financial Statements

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

									Three Months Ended
															September 29, 2024						September 24, 2023
Revenue															$	4,167,976					$	3,482,062
Cost of goods sold															2,165,293						1,819,420
Restructuring charges, net - cost of goods sold															—						7,940
Total cost of goods sold															2,165,293						1,827,360
Gross margin															2,002,683						1,654,702
Research and development															495,358						422,629
Selling, general, and administrative															243,128						207,023
Restructuring charges, net - operating expenses															—						2,021
Total operating expenses															738,486						631,673
Operating income															1,264,197						1,023,029
Other income (expense), net															30,081						2,601
Income before income taxes															1,294,278						1,025,630
Income tax expense															(177,834)						(138,232)
Net income															$	1,116,444					$	887,398
Net income per share:
Basic															$	0.86					$	0.67
Diluted															$	0.86					$	0.67
Number of shares used in per share calculations:
Basic															1,299,236						1,325,840
Diluted															1,304,066						1,331,664

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2025 Q1 10-Q 3

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

									Three Months Ended
															September 29, 2024						September 24, 2023
Net income															$	1,116,444					$	887,398
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment															45,126						(20,678)
Cash flow hedges:
Net unrealized (losses) gains during the period															(2,436)						8,598
Net gains reclassified into net income															(104)						(8,917)
															(2,540)						(319)
Available-for-sale investments:
Net unrealized gains during the period															—						182
Net gains reclassified into net income															—						(10)
															—						172
Defined benefit plans, net change in unrealized component															39						181
Other comprehensive income (loss), net of tax															42,625						(20,644)
Comprehensive income															$	1,159,069					$	866,754

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2025 Q1 10-Q 4

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

			September 29, 2024						June 30, 2024
			(unaudited)						(1)
ASSETS
Cash and cash equivalents			$	6,067,471					$	5,847,856
Accounts receivable, less allowance of $5,580 as of September 29, 2024, and $5,277 as of June 30, 2024			2,937,217						2,519,250
Inventories			4,209,878						4,217,924
Prepaid expenses and other current assets			277,802						298,190
Total current assets			13,492,368						12,883,220
Property and equipment, net			2,214,269						2,154,518
Goodwill and intangible assets			1,758,344						1,765,073
Other assets			2,067,508						1,941,917
Total assets			$	19,532,489					$	18,744,728
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable			$	704,247					$	613,966
Accrued expenses and other current liabilities			2,196,424						1,801,877
Deferred profit			1,937,315						1,417,781
Current portion of long-term debt and finance lease obligations			504,682						504,814
Total current liabilities			5,342,668						4,338,438
Long-term debt and finance lease obligations, less current portion			4,479,087						4,478,520
Income taxes payable			664,717						813,304
Other long-term liabilities			574,126						575,012
Total liabilities			11,060,598						10,205,274
Commitments and contingencies (refer to Note 12)
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, 4,000,000 shares as of September 29, 2024 and June 30, 2024; issued and outstanding, 1,291,958 shares as of September 29, 2024, and 1,303,769 shares as of June 30, 2024			1,292						1,304
Additional paid-in capital			8,303,014						8,223,046
Treasury stock, at cost; 1,660,250 shares as of September 29, 2024, and 1,648,239 shares as of June 30, 2024			(25,374,657)						(24,365,783)
Accumulated other comprehensive loss			(87,803)						(130,428)
Retained earnings			25,630,045						24,811,315
Total stockholders’ equity			8,471,891						8,539,454
Total liabilities and stockholders’ equity			$	19,532,489					$	18,744,728

(1)Derived from audited financial statements

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2025 Q1 10-Q 5

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

			Three Months Ended
			September 29, 2024						September 24, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income			$	1,116,444					$	887,398
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			94,295						90,479
Deferred income taxes			(108,722)						(24,238)
Equity-based compensation expense			80,011						67,211
Other, net			(457)						(150)
Changes in operating assets and liabilities			386,900						(69,537)
Net cash provided by operating activities			1,568,471						951,163
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets			(110,588)						(76,992)
Proceeds from maturities of available-for-sales securities			—						7,275
Other, net			37						(4,966)
Net cash used for investing activities			(110,551)						(74,683)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt, including finance lease obligations			(934)						(253,109)
Treasury stock purchases			(997,035)						(843,238)
Dividends paid			(260,985)						(230,332)
Proceeds from issuance of common stock, net issuance costs			(43)						2,818
Other, net			(324)						(2,151)
Net cash used for financing activities			(1,259,321)						(1,326,012)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash			22,682						(11,031)
Net change in cash, cash equivalents, and restricted cash			221,281						(460,563)
Cash, cash equivalents, and restricted cash at beginning of period (1)			5,850,803						5,587,372
Cash, cash equivalents, and restricted cash at end of period (1)			$	6,072,084					$	5,126,809
Schedule of non-cash transactions:
Accrued payables for stock repurchases, including applicable excise tax			$	63,322					$	37,768
Accrued payables for capital expenditures			52,203						38,668
Dividends payable			297,634						265,040
Transfers of finished goods inventory to property and equipment			32,985						18,014
Reconciliation of cash, cash equivalents, and restricted cash			September 29, 2024						September 24, 2023
Cash and cash equivalents			$	6,067,471					$	5,126,150
Restricted cash and cash equivalents (1)			4,613						659
Total cash, cash equivalents, and restricted cash			$	6,072,084					$	5,126,809

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

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2025 Q1 10-Q 6

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

			Three Months Ended
			September 29, 2024
			Common Stock Shares						Common Stock						Additional Paid-in Capital						Treasury Stock						Accumulated Other Comprehensive Loss						Retained Earnings						Total
Balance at June 30, 2024			1,303,769						$	1,304					$	8,223,046					$	(24,365,783)					$	(130,428)					$	24,811,315					$	8,539,454
Issuance of common stock			200						—						(43)						—						—						—						(43)
Purchase of treasury stock			(12,011)						(12)						—						(1,008,874)						—						—						(1,008,886)
Equity-based compensation expense			—						—						80,011						—						—						—						80,011
Net income			—						—						—						—						—						1,116,444						1,116,444
Other comprehensive income			—						—						—						—						42,625						—						42,625
Cash dividends declared ($0.23 per common share)			—						—						—						—						—						(297,714)						(297,714)
Balance at September 29, 2024			1,291,958						$	1,292					$	8,303,014					$	(25,374,657)					$	(87,803)					$	25,630,045					$	8,471,891
			Three Months Ended
			September 24, 2023
			Common Stock Shares						Common Stock						Additional Paid-in Capital						Treasury Stock						Accumulated Other Comprehensive Loss						Retained Earnings						Total
Balance at June 25, 2023			1,332,966						$	1,333					$	7,806,749					$	(21,529,300)					$	(100,706)					$	22,032,096					$	8,210,172
Issuance of common stock			414						—						2,818						—						—						—						2,818
Purchase of treasury stock			(12,659)						(13)						—						(835,507)						—						—						(835,520)
Equity-based compensation expense			—						—						67,211						—						—						—						67,211
Net income			—						—						—						—						—						887,398						887,398
Other comprehensive loss			—						—						—						—						(20,644)						—						(20,644)
Cash dividends declared ($0.20 per common share)			—						—						—						—						—						(264,105)						(264,105)
Balance at September 24, 2023			1,320,721						$	1,320					$	7,876,778					$	(22,364,807)					$	(121,350)					$	22,655,389					$	8,047,330

See Notes to Condensed Consolidated Financial Statements

Lam Research Corporation 2025 Q1 10-Q 7

LAM RESEARCH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 29, 2024

(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 30, 2024, which are included in the Company’s Annual Report on Form 10-K as of and for the year ended June 30, 2024 (the “2024 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 29, 2025 and includes 52 weeks. The quarters ended September 29, 2024 (the “September 2024 quarter”) and September 24, 2023 included 13 weeks.

Common Stock Split: On May 21, 2024, the Company announced a ten-for-one stock split which was effective October 2, 2024. All share and per share amounts throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split. The par value per share remains unchanged at $0.001 per share after the stock split.

Reclassification: Certain amounts for the June 30, 2024 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 three months ended September 29, 2024 that have a material impact on the Company’s Condensed Consolidated Financial Statements.

Updates Not Yet Effective

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

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.

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.

Lam Research Corporation 2025 Q1 10-Q 8

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 systems and customer support-related revenue:

									Three Months Ended
															September 29, 2024						September 24, 2023
															(In thousands)
Systems revenue															$	2,392,730					$	2,056,655
Customer support-related revenue and other															1,775,246						1,425,407
															$	4,167,976					$	3,482,062

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.

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

									Three Months Ended
															September 29, 2024						September 24, 2023
															(In thousands)
China															$	1,558,404					$	1,687,311
Korea															762,081						547,945
Taiwan															615,368						242,490
United States															488,381						282,224
Japan															301,386						324,520
Southeast Asia															244,789						159,103
Europe															197,567						238,469
															$	4,167,976					$	3,482,062

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 29, 2024						September 24, 2023
Memory															35		%				38		%
Foundry															41		%				36		%
Logic/integrated device manufacturing															24		%				26		%

Deferred Revenue

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

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

			Less than 1 Year						1-3 Years						More than 3 Years						Total
			(In thousands)
Deferred revenue			$	1,575,595					$	410,209		(1)			$	61,239		(1)			$	2,047,043

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

Lam Research Corporation 2025 Q1 10-Q 9

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 eligible employees to purchase its Common Stock at a discount through payroll deductions.

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 29, 2024						September 24, 2023
															(in thousands)
Equity-based compensation expense															$	80,011					$	67,211
Income tax benefit recognized related to equity-based compensation expense															$	10,582					$	9,564

NOTE 5 — OTHER INCOME (EXPENSE), NET

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

									Three Months Ended
															September 29, 2024						September 24, 2023
															(in thousands)
Interest income															$	68,449					$	56,564
Interest expense															(44,946)						(45,331)
Gains (losses) on deferred compensation plan-related assets, net															17,420						(2,901)
Foreign exchange (losses) gains, net															(9,686)						1,269
Other, net															(1,156)						(7,000)
															$	30,081					$	2,601

NOTE 6 — INCOME TAX EXPENSE

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

									Three Months Ended
															September 29, 2024						September 24, 2023
															(in thousands, except percentages)
Income tax expense															$	177,834					$	138,232
Effective tax rate															13.7		%				13.5		%

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 29, 2024 and September 24, 2023 was primarily due to income in lower tax jurisdictions.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, June 28, 2020 and June 27, 2021. To date, no significant adjustments have been proposed by the IRS. The Company is unable to make a reasonable estimate as to when cash settlements, if any, with the IRS will occur.

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 $210.1 million.

Lam Research Corporation 2025 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, and restricted stock units. The following table reconciles the inputs to the basic and diluted computations for net income per share.

									Three Months Ended
															September 29, 2024						September 24, 2023
															(in thousands, except per share data)
Numerator:
Net income															$	1,116,444					$	887,398
Denominator:
Basic average shares outstanding															1,299,236						1,325,840
Effect of potential dilutive securities:
Employee stock plans															4,830						5,824
Diluted average shares outstanding															1,304,066						1,331,664
Net income per share - basic															$	0.86					$	0.67
Net income per share - diluted															$	0.86					$	0.67

For purposes of computing diluted net income per share, weighted-average common shares do not include potentially dilutive securities that are anti-dilutive under the treasury stock method. These anti-dilutive securities, including options and RSUs, were not material for the three months ended September 29, 2024 and September 24, 2023.

NOTE 8 — FINANCIAL INSTRUMENTS

The Company’s investment strategies and investment and fair value policies are unchanged from those disclosed in Note 9, “Financial Instruments,” to the Consolidated Financial Statements in Part II, Item 8 of its 2024 Form 10-K. As of September 29, 2024 and June 30, 2024, the fair value of mutual funds and equity investments were not material. The Company had no debt security investments as of September 29, 2024 and June 30, 2024. The financial statement impacts to the Condensed Consolidated Statement of Operations from debt and equity investments were not material as of and for the three months ended September 29, 2024 and September 24, 2023.

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

			September 29, 2024						June 30, 2024
			(in thousands)
Money market funds (fair value measured on a recurring basis, level 1)			$	2,527,002					$	2,543,462
Cash			1,779,874						1,568,315
Time deposits			1,760,595						1,736,079
Total			$	6,067,471					$	5,847,856

Derivative Instruments and Hedging

The Company’s hedging strategies and policies are unchanged from those disclosed in Note 9, “Financial Instruments,” to the Consolidated Financial Statements in Part II, Item 8 of its 2024 Form 10-K. As of September 29, 2024 and June 30, 2024, the fair value of outstanding cash flow and balance sheet hedges were not material. The financial statement impacts to the Condensed Consolidated Statement of Operations from derivative instruments and hedging activities were not material as of and for the three months ended September 29, 2024 and September 24, 2023.

Concentrations of Credit Risk

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

Lam Research Corporation 2025 Q1 10-Q 11

NOTE 9 — INVENTORIES

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

			September 29, 2024						June 30, 2024
			(in thousands)
Raw materials			$	2,837,766					$	2,921,139
Work-in-process			337,754						284,078
Finished goods			1,034,358						1,012,707
			$	4,209,878					$	4,217,924

NOTE 10 — GOODWILL

The balance of goodwill is approximately $1.6 billion as of September 29, 2024 and June 30, 2024. As of September 29, 2024 and June 30, 2024, $65.4 million of the goodwill balance is tax deductible and the remaining balance is not tax deductible due to purchase accounting and applicable foreign law.

NOTE 11 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

			September 29, 2024						June 30, 2024
			(in thousands)
Accrued compensation			$	599,316					$	516,717
Warranty reserves			227,027						228,060
Income and other taxes payable			475,598						186,700
Dividend payable			297,634						260,905
Other			596,849						609,495
			$	2,196,424					$	1,801,877

NOTE 12 — 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 29, 2024, the Company had not recorded any liability on its Condensed Consolidated Financial Statements in connection with these indemnifications, as it does not believe that it is probable that any material amounts will be paid under these guarantees.

Generally, the Company indemnifies, under pre-determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company’s products or services. 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.

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 29, 2024, the maximum potential amount of future payments that the Company could be required to make under these arrangements and letters of credit was $210.8 million. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid.

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.

Lam Research Corporation 2025 Q1 10-Q 12

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 29, 2024, warranty reserves totaling $23.3 million were reported in Other long-term liabilities, the remainder were included in Accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets.

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

									Three Months Ended
															September 29, 2024						September 24, 2023
															(in thousands)
Balance at beginning of period															$	250,404					$	286,663
Warranties issued during the period															62,730						44,519
Settlements made during the period															(44,968)						(52,236)
Changes in liability for warranties issued during the period															176						(50)
Changes in liability for pre-existing warranties															(17,967)						(13,522)
Balance at end of period															$	250,375					$	265,374

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. 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 13 — STOCK REPURCHASE PROGRAM

In May 2024, the Board of Directors authorized the Company to repurchase up to an additional $10.0 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.

Repurchases under the repurchase program were as follows during the periods indicated. All references to share and per share amounts have been retroactively adjusted to reflect the effects of the stock split. See Note 1 for more information.

Period			Total Number of Shares Repurchased						Total Cost of Repurchase						Average Price Paid per Share (1)						Amount Available Under Repurchase Program
			(in thousands, except per share data)
Available balance as of June 30, 2024																					$	10,824,660
Quarter ended September 29, 2024			11,952						$	1,003,654					$	83.97					$	9,821,006

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

In addition to the shares repurchased under the Board-authorized repurchase program shown above, during the three months ended September 29, 2024, the Company acquired 59 thousand shares at a total cost of $5.2 million, which the Company withheld through net settlements to cover minimum tax withholding obligations upon the vesting of restricted stock unit awards granted under the Company’s equity compensation plans. The shares retained by the Company through these net share settlements are not a part of the Board-authorized repurchase program but instead are authorized under the Company’s equity compensation plan.

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NOTE 14 — RESTRUCTURING CHARGES, NET

During the fiscal year ended June 25, 2023, the Company initiated a restructuring plan designed to better align the Company’s cost structure with its outlook for the economic environment and business opportunities. Under the plan, through June 30, 2024, the Company terminated approximately 1,760 employees, and incurred expenses related to employee severance and separation costs. Employee severance and separation costs were primarily related to severance, non-cash severance, including equity award compensation expense, pension and other termination benefits. Additionally, the Company made a strategic decision to relocate certain manufacturing activities to pre-existing facilities and incurred charges to move inventory and equipment and exit selected supplier arrangements.

No restructuring charges were recorded during the three months ending September 29, 2024. During the three months ended September 24, 2023, net restructuring costs of $7.9 million and $2.0 million were recorded in Restructuring charges, net - cost of goods sold, and Restructuring charges, net - operating expenses, respectively in the Condensed Consolidated Statements of Operations.

The restructuring plan was substantially completed as of June 30, 2024, and cumulative costs as of June 30, 2024 totaled $181.9 million. The restructuring liability reported as of June 30, 2024 totaling $1.1 million has been substantially satisfied in the three months ended September 29, 2024.

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