|
|
|
| Changes in operating asset and liability accounts | 360,478 | |
| Other | 10,243 | |
| $ | 4,652,269 | |
| |
Significant changes in operating asset and liability accounts, net of foreign exchange impact, included the following sources of cash: decreases in inventory of $529 million, and accounts receivable of $303 million, and increases in accounts payable of $126 million. 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.
Cash Flow from Investing Activities
Net cash used for investing activities during fiscal year 2024 was $371 million, primarily consisting of $397 million in capital expenditures, partially offset by proceeds from maturities and sales of available-for-sale securities of $38 million.
Cash Flow from Financing Activities
Net cash used for financing activities during fiscal year 2024 was $3,996 million, primarily consisting of $2,843 million in Common Stock repurchases, including net share settlement on employee stock-based compensation; $1,019 million of dividends paid; and $256 million of repayment of debt, largely associated with the purchase of certain properties under finance leases; partially offset by $136 million of stock issuance and treasury stock reissuances associated with our employee stock-based compensation plans.
Liquidity
Given that the semiconductor industry is highly competitive and has historically experienced rapid changes in demand, we believe that maintaining sufficient liquidity reserves is important to support sustaining levels of investment in R&D and capital infrastructure. Anticipated cash flows from operations based on our current business outlook, combined with our current levels of cash and cash equivalents as of June 30, 2024, are expected to be sufficient to support our anticipated levels of operations, investments, debt service requirements, capital expenditures, capital redistributions, and dividends through at least the next twelve months. However, factors outside of our control, including uncertainty in the global economy and the semiconductor industry, as well as disruptions in credit markets, have in the past, are currently, and could in the future, impact customer demand for our products, as well as our ability to manage normal commercial relationships with our customers, suppliers, and creditors.
In the longer term, liquidity will depend to a great extent on our future revenues and our ability to appropriately manage our costs based on demand for our products and services. While we have substantial cash balances, we may require additional funding and need or choose to raise the required funds through borrowings or public or private sales of debt or equity securities. We believe that, if necessary, we will be able to access the capital markets on terms and in amounts adequate to meet our objectives. However, domestic and global macroeconomic and political conditions could cause disruptions to the capital markets and otherwise make any financing more challenging, and there can be no assurance that we will be able to obtain such financing on commercially reasonable terms or at all.
Off-Balance Sheet Arrangements and Contractual Obligations
We have certain obligations to make future payments under various contracts, some of which are recorded on our balance sheet and some of which are not. Certain obligations that are recorded on our balance sheet in accordance with GAAP include our long-term debt, operating leases and finance leases; refer to Notes 14 and 15 of our Consolidated Financial Statements in Part II, Item 8 of this 2024 Form 10-K for further discussion. Our off-balance sheet arrangements and our transition tax liability are presented as purchase obligations, refer to Note 17 of our Consolidated Financial Statements in Part II, Item 8 of this 2024 Form 10-K for further discussion.
Lam Research Corporation 2024 10-K 35
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Long-Term Debt
As of June 30, 2024, we had $5.0 billion in principal amount of fixed-rate long-term debt outstanding, with a fair value of $4.3 billion. The fair value of our Notes is subject to interest rate risk and market risk. Generally, the fair value of Notes will increase as interest rates fall and decrease as interest rates rise. The interest and market value changes affect the fair value of our Notes but do not impact our financial position, cash flows, or results of operations due to the fixed nature of the debt obligations. We do not carry the Notes at fair value but present the fair value of the principal amount of our Notes for disclosure purposes.
Foreign Currency Exchange (“FX”) Risk
We conduct business on a global basis in several major international currencies. As such, we are potentially exposed to adverse as well as beneficial movements in foreign currency exchange rates. The majority of our revenues and expenses are denominated in U.S. dollars. However, we are exposed to foreign currency exchange rate fluctuations on non-U.S. dollar transactions or cash flows.
We enter into foreign currency forward contracts to minimize the short-term impact of exchange rate fluctuations on certain foreign currency denominated monetary assets and liabilities, primarily cash, third-party accounts receivable, accounts payable, and intercompany receivables and payables. In addition, we hedge certain anticipated foreign currency cash flows.
To protect against adverse movements in value of anticipated non-U.S. dollar transactions or cash flows, we enter into foreign currency forward and option contracts that generally expire within 12 months and no later than 24 months. The option contracts include collars, an option strategy that is comprised of a combination of a purchased put option and a written call option with the same expiration dates and notional amounts but with different strike prices. These foreign currency hedge contracts are designated as cash flow hedges and are carried on our balance sheet at fair value, with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in earnings in the same period the hedged revenue and/or expense is recognized. We also enter into foreign currency forward contracts to hedge the gains and losses generated by the remeasurement of certain non-U.S.-dollar denominated monetary assets and liabilities, primarily cash, third-party accounts receivable, accounts payable, and intercompany receivables and payables. The change in fair value of these balance sheet hedge contracts is recorded into earnings as a component of other income (expense), net, and offsets the change in fair value of the foreign currency denominated monetary assets and liabilities also recorded in other income (expense), net, assuming the hedge contract fully covers the hedged items. The unrealized gain of our outstanding forward and option contracts that are designated as cash flow hedges, as of June 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 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. These changes in fair values would be offset in other income (expense), net, by corresponding change in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge contract fully covers the intercompany and trade receivable balances.
Lam Research Corporation 2024 10-K 36
Item 8. Financial Statements and Supplementary Data
There were no retrospective changes to the Consolidated Statements of Operation for any quarters in the two most recent fiscal years that would require disclosure under Item 302 of Regulation S-K.
Index to Consolidated Financial Statements
| | | | | |
| | Page |
| Consolidated Statements of Operations — Years Ended June 30, 2024, June 25, 2023, and June 26, 2022 | |
| Consolidated Statements of Comprehensive Income — Years Ended June 30, 2024, June 25, 2023, and June 26, 2022 | |
| Consolidated Balance Sheets — June 30, 2024, and June 25, 2023 | |
| Consolidated Statements of Cash Flows — Years Ended June 30, 2024, June 25, 2023, and June 26, 2022 | |
| Consolidated Statements of Stockholders’ Equity — Years Ended June 30, 2024, June 25, 2023, and June 26, 2022 | |
| Notes to Consolidated Financial Statements | |
Reports of Independent Registered Public Accounting Firm (PCAOB ID: ) | |
| |
Lam Research Corporation 2024 10-K 37
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | |
| | Year Ended |
June 30, 2024 | | June 25, 2023 | | June 26, 2022 |
| Revenue | $ | | | | $ | | | | $ | | |
| Cost of goods sold | | | | | | | | |
| Restructuring charges, net - cost of goods sold | | | | | | | | |
| Total cost of goods sold | | | | | | | | |
| Gross margin | | | | | | | | |
| Research and development | | | | | | | | |
| Selling, general, and administrative | | | | | | | | |
| Restructuring charges, net - operating expenses | | | | | | | | |
| Total operating expenses | | | | | | | | |
| Operating income | | | | | | | | |
| Other income (expense), net | | | | () | | | () | |
| Income before income taxes | | | | | | | | |
| Income tax expense | () | | | () | | | () | |
| Net income | $ | | | | $ | | | | $ | | |
| Net income per share: | | | | | |
| Basic | $ | | | | $ | | | | $ | | |
| Diluted | $ | | | | $ | | | | $ | | |
| Number of shares used in per share calculations: | | | | | |
| Basic | | | | | | | | |
| Diluted | | | | | | | | |
| | | | | |
See Notes to Consolidated Financial Statements
Lam Research Corporation 2024 10-K 38
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
| | | | | | | | | | | | | | | | | |
| | Year Ended |
June 30, 2024 | | June 25, 2023 | | June 26, 2022 |
| Net income | $ | | | | $ | | | | $ | | |
| Other comprehensive income (loss), net of tax: | | | | | |
| Foreign currency translation adjustment | () | | | | | | () | |
| Cash flow hedges: | | | | | |
| Net unrealized gains during the period | | | | | | | | |
| Net gains reclassified into net income | () | | | () | | | () | |
| () | | | | | | | |
| Available-for-sale investments: | | | | | |
| Net unrealized gains (losses) during the period | | | | | | | () | |
| Net (gains) losses reclassified into net income | () | | | () | | | | |
| | | | | | | () | |
| Defined benefit plans, net change in unrealized component | | | | | | | | |
| Other comprehensive (loss) income, net of tax | () | | | | | | () | |
| Comprehensive income | $ | | | | $ | | | | $ | | |
| | | | | |
See Notes to Consolidated Financial Statements
Lam Research Corporation 2024 10-K 39
LAM RESEARCH CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| | | | | | | | | | | |
| June 30, 2024 | | June 25, 2023 |
| ASSETS: | | | |
| Cash and cash equivalents | $ | | | | $ | | |
| |
Accounts receivable, less allowance of $ as of June 30, 2024 and $ as of June 25, 2023 | | | | | |
| Inventories | | | | | |
| Prepaid expenses and other current assets | | | | | |
| Total current assets | | | | | |
| Property and equipment, net | | | | | |
| Goodwill | | | | | |
| Intangible assets, net | | | | | |
| Other assets | | | | | |
| Total assets | $ | | | | $ | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | | | |
| Trade accounts payable | $ | | | | $ | | |
| Accrued expenses and other current liabilities | | | | | |
| Deferred profit | | | | | |
| Current portion of long-term debt and finance lease obligations | | | | | |
| Total current liabilities | | | | | |
| Long-term debt and finance lease obligations, less current portion | | | | | |
| Income taxes payable | | | | | |
| Other long-term liabilities | | | | | |
| Total liabilities | | | | | |
| Commitments and contingencies | per share; authorized - shares, outstanding | | | | | |
Common stock, at par value of $ per share; authorized shares as of June 30, 2024 and June 25, 2023; issued and outstanding shares as of June 30, 2024, and shares as of June 25, 2023 | | | | | |
| Additional paid-in capital | | | | | |
Treasury stock, at cost, shares as of June 30, 2024, and shares as of June 25, 2023 | () | | | () | |
| Accumulated other comprehensive loss | () | | | () | |
| Retained earnings | | | | | |
| Total stockholders’ equity | | | | | |
| Total liabilities and stockholders’ equity | $ | | | | $ | | |
| | | |
See Notes to Consolidated Financial Statements
Lam Research Corporation 2024 10-K 40
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | | | | | | | | | | | | | | | | |
| | Year Ended |
June 30, 2024 | | June 25, 2023 | | June 26, 2022 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
| Net income | $ | | | | $ | | | | $ | | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Depreciation and amortization | | | | | | | | |
| Deferred income taxes | () | | | () | | | () | |
| Equity-based compensation expense | | | | | | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Other, net | | | | | | | () | |
| Changes in operating asset and liability accounts: | | | | | |
| Accounts receivable, net of allowance | | | | | | | () | |
| Inventories | | | | () | | | () | |
| Prepaid expenses and other assets | () | | | | | | () | |
| Trade accounts payable | | | | () | | | | |
| Deferred profit | () | | | | | | | |
| Accrued expenses and other liabilities | () | | | () | | | | |
| Net cash provided by operating activities | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | |
| Capital expenditures and intangible assets | () | | | () | | | () | |
| Business acquisitions, net of cash acquired | | | | () | | | | |
| Purchases of available-for-sale securities | | | | | | | () | |
| Proceeds from maturities of available-for-sale securities | | | | | | | | |
| Proceeds from sales of available-for-sale securities | | | | | | | | |
| | | |
| | | |
| | | |
| Other, net | () | | | () | | | () | |
| Net cash (used for) provided by investing activities | () | | | () | | | | |
| | | | | |
Lam Research Corporation 2024 10-K 41
| | | | | | | | | | | | | | | | | |
| | Year Ended |
June 30, 2024 | | June 25, 2023 | | June 26, 2022 |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | |
| Principal payments on long-term debt and finance lease obligations and payments for debt issuance costs | $ | () | | | $ | () | | | $ | () | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Treasury stock purchases | () | | | () | | | () | |
| Dividends paid | () | | | () | | | () | |
| Reissuances of treasury stock related to employee stock purchase plan | | | | | | | | |
| Proceeds from issuance of common stock | | | | | | | | |
| Other, net | () | | | () | | | | |
| Net cash used for financing activities | () | | | () | | | () | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | () | | | | | | () | |
| Net change in cash, cash equivalents and restricted cash | | | | | | | () | |
| Cash, cash equivalents and restricted cash at beginning of year (1) | | | | | | | | |
| Cash, cash equivalents and restricted cash at end of year (1) | $ | | | | $ | | | | $ | | |
| Schedule of non-cash transactions | | | | | |
| Accrued payables for stock repurchases, including applicable excise tax | $ | | | | $ | | | | $ | | |
| Accrued payables for capital expenditures | | | | | | | | |
| Dividends payable | | | | | | | | |
| Transfers of finished goods inventory to property and equipment | | | | | | | | |
| Supplemental disclosures: | | | | | |
| Cash payments for interest | $ | | | | $ | | | | $ | | |
| Cash payments for income taxes, net | | | | | | | | |
| | | | | |
| Reconciliation of cash, cash equivalents, and restricted cash | June 30, 2024 | | June 25, 2023 | | June 26, 2022 |
| Cash and cash equivalents | $ | | | | $ | | | | $ | | |
| Restricted cash and cash equivalents (1) | | | | | | | | |
| Total cash, cash equivalents, and restricted cash | $ | | | | $ | | | | $ | | |
| | | | | |
(1)
See Notes to Consolidated Financial Statements
Lam Research Corporation 2024 10-K 42
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except per common share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Shares | | Common Stock | | Additional Paid-in Capital | | Treasury Stock | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Total |
| Balance at June 27, 2021 | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | |
| Issuance of common stock | | | | | | | | | | — | | | — | | | — | | | | |
| Purchase of treasury stock | () | | | () | | | — | | | () | | | — | | | — | | | () | |
| Reissuance of treasury stock | | | | — | | | | | | | | | — | | | — | | | | |
| Equity-based compensation expense | — | | | — | | | | | | — | | | — | | | — | | | | |
| Net income | — | | | — | | | — | | | — | | | — | | | | | | | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | () | | | — | | | () | |
Cash dividends declared ($ per common share) | — | | | — | | | — | | | — | | | — | | | () | | | () | |
| Balance at June 26, 2022 | | | | | | | | | | () | | | () | | | | | | | |
| Issuance of common stock | | | | | | | | | | — | | | — | | | — | | | | |
| Purchase of treasury stock | () | | | () | | | — | | | () | | | — | | | — | | | () | |
| Reissuance of treasury stock | | | | — | | | | | | | | | — | | | — | | | | |
| Equity-based compensation expense | — | | | — | | | | | | — | | | — | | | — | | | | |
| Net income | — | | | — | | | — | | | — | | | — | | | | | | | |
| Other comprehensive income | — | | | — | | | — | | | — | | | | | | — | | | | |
Cash dividends declared ($ per common share) | — | | | — | | | — | | | — | | | — | | | () | | | () | |
| Balance at June 25, 2023 | | | | | | | | | | () | | | () | | | | | | | |
| Issuance of common stock | | | | | | | | | | — | | | — | | | — | | | | |
| Purchase of treasury stock | () | | | () | | | — | | | () | | | — | | | — | | | () | |
| Reissuance of treasury stock | | | | — | | | | | | | | | — | | | — | | | | |
| Equity-based compensation expense | — | | | — | | | | | | — | | | — | | | — | | | | |
| Net income | — | | | — | | | — | | | — | | | — | | | | | | | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | () | | | — | | | () | |
Cash dividends declared ($ per common share) | — | | | — | | | — | | | — | | | — | | | () | | | () | |
| Balance at June 30, 2024 | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | |
| | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements
Lam Research Corporation 2024 10-K 43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
Note 1:
Note 2:
Revenue for systems and spares are recognized at a point in time, which is generally upon shipment or delivery. Revenue from services is recognized over time as services are completed or ratably over the contractual period of generally one year or less. Revenue is recognized in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.
Lam Research Corporation 2024 10-K 44
The Company did t record impairments of goodwill during the years ended June 30, 2024, June 25, 2023, or June 26, 2022.
t material. In addition, for fully amortized intangible assets, we derecognize the gross cost and accumulated amortization in the period we determine the intangible asset no longer enhances future cash flows.
Lam Research Corporation 2024 10-K 45
No such losses were recognized through the Consolidated Statement of Operations during the years ended June 30, 2024, June 25, 2023 and June 26, 2022.
Bad debt expense was not material for fiscal years ended June 30, 2024, June 25, 2023, and June 26, 2022.
. Furniture and fixtures are depreciated by the straight-line method over the estimated useful lives of the assets, generally . Software is amortized by the straight-line method over the estimated useful lives of the assets, generally three to . Buildings are depreciated by the straight-line method over the estimated useful lives of the assets, generally . Leasehold improvements are generally amortized by the straight-line method over the shorter of the life of the related asset or the term of the underlying lease. Amortization of finance leases is included with depreciation expense.
Lam Research Corporation 2024 10-K 46
Note 3:
Note 4:
| | $ | | | | $ | | | | Customer support-related revenue and other | | | | | | | | |
| $ | | | | $ | | | | $ | | |
| | | | | |
Lam Research Corporation 2024 10-K 47
reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment. Refer to Note 19: Segment, Geographic Information, and Major Customers; for additional information regarding the Company’s evaluation of reportable business segments and the disaggregation of revenue by the geographic regions in which the Company operates.Additionally, the Company serves primary markets: memory, foundry, and logic/integrated device manufacturing.
% | | | % | | | % | | Foundry | | % | | | % | | | % |
| Logic/integrated device manufacturing | | % | | | % | | | % |
Deferred Revenue
Revenue of $ million included in deferred profit at June 25, 2023 was recognized during fiscal year 2024, representing % of the $ million of deferred revenue as of June 25, 2023.
| | $ | | | (1) | $ | | | (1) | $ | | | | | | | | | | |
(1) This amount is reported in Deferred profit on the Company's Consolidated Balance Sheets as the customers can demand the performance to be satisfied at any time.
Note 5:
authorized shares were available for issuance under the Plan; as of June 30, 2024, shares remain available for future issuance to satisfy stock option exercises and vesting of awards. | | $ | | | | $ | | | | Income tax benefit recognized related to equity-based compensation | $ | | | | $ | | | | $ | | |
| Income tax benefit realized from the exercise and vesting of options and RSUs | $ | | | | $ | | | | $ | | |
| | | | | |
The estimated fair value of the Company’s equity-based awards, less expected forfeitures, is amortized over the awards’ vesting terms on a straight-line basis.
Lam Research Corporation 2024 10-K 48
years or less. Market-based PRSUs generally vest from the grant date if certain performance criteria are achieved and require continued employment. Based upon the terms of such awards, the number of shares that can be earned over the performance periods is based on the Company’s Common Stock price performance compared to the market price performance of a designated benchmark index, ranging from % to % of target. The designated benchmark index was the Philadelphia Semiconductor Total Return Index (“XSOX”). The stock price performance or market price performance is measured using the average closing price for the -trading days prior to the dates the performance period begins and ends. The target number of shares represented by the market-based PRSUs is increased by % of target for each % that Common Stock price performance exceeds the market price performance of the designated benchmark index. Market-based PRSUs utilize the XSOX, which index gives effect to the reinvestment of dividends paid on its constituent holdings, as the benchmark; and accordingly, the Company's Common Stock price performance was adjusted for the reinvestment of dividends on Common Stock on the ex-dividend date. The result of the vesting formula is rounded down to the nearest whole number. Total stockholder return is a measure of stock price appreciation in this performance period. | | $ | | | | Granted | | | | | |
| Vested | () | | | | |
| Forfeited or canceled | () | | | | |
| Outstanding, June 30, 2024 | | | | $ | | |
| | | |
Of the thousand shares outstanding at June 30, 2024, thousand are service-based RSUs and thousand are market-based PRSUs. The fair value of the Company’s service-based RSUs was calculated based on the fair market value of the Company’s stock at the date of grant, discounted for dividends. The fair value of the Company’s market-based PRSUs granted during fiscal years 2024, 2023, and 2022 was calculated using a Monte Carlo simulation model at the date of the grant, resulting in a weighted average grant-date fair value per share of $, $, and $, respectively. The total fair value of service-based RSUs and market-based RSUs that vested during fiscal years 2024, 2023, and 2022 was $ million, $ million, and $ million, respectively.
As of June 30, 2024, the Company had $ million of total unrecognized compensation expense which is expected to be recognized over a weighted-average remaining period of approximately years.
Stock Options
The Company granted stock options with a -year maximum contractual term to a limited group of executive officers during fiscal years 2024, 2023, and 2022. Stock options typically vest over a period of or less. The Company had thousand options outstanding at June 30, 2024 with a weighted-average exercise price of $ per share, of which thousand were exercisable with a weighted-average exercise price of $ per share. As of June 30, 2024, the Company had $ million of total unrecognized compensation expense related to unvested stock options granted and outstanding which is expected to be recognized over a weighted-average remaining period of years.
ESPP
The Company has an employee stock purchase plan (the “ESPP”) which allows employees to designate a portion of their base compensation to be deducted and used to purchase the Company’s Common Stock at a purchase price per share of the lower of % of the fair market value of the Company’s Common Stock on the first or last day of the applicable purchase period. Typically, each offering period lasts months and contains interim purchase date.
thousand shares of the Company’s Common Stock were sold to employees under the ESPP. At June 30, 2024, approximately million shares were available for purchase, and the Company had $ million of total unrecognized compensation cost, which is expected to be recognized over a remaining period of less than .
Lam Research Corporation 2024 10-K 49
Note 6:
| | $ | | | | $ | | | | Interest expense | () | | | () | | | () | |
| Gains (losses) on deferred compensation plan related assets, net | | | | | | | () | |
| | | |
| | | |
| Foreign exchange losses, net | () | | | () | | | () | |
| Other, net | () | | | () | | | | |
| $ | | | | $ | () | | | $ | () | |
| | | | | |
Interest income in the year ended June 30, 2024, increased compared to the years ended June 25, 2023 and June 26, 2022, primarily as a result of higher yields and higher cash balances.
Interest expense in the year ended June 30, 2024, was flat compared to the years ended June 25, 2023 and June 26, 2022.
The gains or losses on deferred compensation plan related assets, net in fiscal years 2024, 2023 and 2022 were driven by fluctuations in the fair market value of the underlying funds.
Note 7:
| | $ | | | | $ | | | | Foreign | | | | | | | | |
| $ | | | | $ | | | | $ | | |
| | | | | |
Lam Research Corporation 2024 10-K 50
| | $ | | | | $ | | | | Deferred | () | | | () | | | () | |
| | | | | | | | |
| State: | | | | | |
| Current | | | | | | | | |
| Deferred | () | | | () | | | () | |
| | | | | | | | |
| Foreign: | | | | | |
| Current | | | | | | | | |
| Deferred | | | | () | | | () | |
| | | | | | | | |
| Total provision for income taxes | $ | | | | $ | | | | $ | | |
| | | | | |
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards.
| | $ | | | | Allowances and reserves | | | | | |
| Equity-based compensation | | | | | |
| Inventory valuation differences | | | | | |
| |
| Outside basis differences of foreign subsidiaries | | | | | |
| R&D capitalization | | | | | |
| Operating lease liabilities | | | | | |
| Finance lease assets | | | | | |
| Intangible assets | | | | | |
| Other | | | | | |
| Gross deferred tax assets | | | | | |
| Valuation allowance | () | | | () | |
| Net deferred tax assets | | | | | |
| Deferred tax liabilities: | | | |
| Capital assets | () | | | () | |
| Amortization of goodwill | () | | | () | |
| |
| Right-of-use assets | () | | | () | |
| Finance lease liabilities | | | | () | |
| Other | () | | | () | |
| Gross deferred tax liabilities | () | | | () | |
| Net deferred tax assets | $ | | | | $ | | |
| | | |
Lam Research Corporation 2024 10-K 51
million primarily related to California deferred tax assets. At June 30, 2024, the Company continued to record a valuation allowance to offset the entire California deferred tax asset balance due to the single sales factor apportionment resulting in lower taxable income in California.At June 30, 2024, the Company had federal net operating loss carryforwards of $ million. If not utilized, these losses will begin to expire in fiscal year 2026, and are subject to limitation on their utilization.
At June 30, 2024, the Company had state net operating loss carryforwards of $ million. If not utilized, these losses will begin to expire in fiscal year 2025, and are subject to limitation on their utilization.
At June 30, 2024, the Company had foreign net operating loss carryforwards of $ million. All of these losses can be carried forward indefinitely, and are subject to limitation on their utilization.
At June 30, 2024, the Company had state tax credit carryforwards of $ million. Substantially all of these credits can be carried forward indefinitely.
% in fiscal years 2024, 2023, and 2022) to actual income tax expense is as follows: | | | | | | | | | | | | | | | | | |
| Year Ended |
| June 30, 2024 | | June 25, 2023 | | June 26, 2022 |
| | (in thousands) |
| Income tax expense computed at federal statutory rate | $ | | | | $ | | | | $ | | |
| State income taxes, net of federal tax benefit | () | | | () | | | () | |
| Foreign income taxed at different rates | () | | | () | | | () | |
| Settlements and reductions in uncertain tax positions | () | | | () | | | () | |
| Tax credits | () | | | () | | | () | |
| State valuation allowance, net of federal tax benefit | | | | | | | | |
| Equity-based compensation | () | | | | | | () | |
| Increases in uncertain tax positions | | | | | | | | |
| Other permanent differences and miscellaneous items | | | | | | | | |
| | | |
| $ | | | | $ | | | | $ | | |
| | | | | |
Effective from fiscal year 2022, the Company has a tax incentive ruling in Malaysia for one of its foreign subsidiaries. The impact of the tax incentive decreased worldwide taxes by approximately $ million, $ million, and $ million for fiscal years 2024, 2023, and 2022, respectively. The benefit of the tax incentive on diluted earnings per share was approximately $, $, and $ in fiscal years 2024, 2023, and 2022, respectively.
Earnings of the Company’s foreign subsidiaries included in consolidated retained earnings that are indefinitely reinvested in foreign operations aggregated to approximately $ billion at June 30, 2024. If these earnings were remitted to the United States, they would be subject to foreign withholding taxes of approximately $ million at the current statutory rates. The potential tax expense associated with these foreign withholding taxes would be offset by $ million of foreign tax credits that would be generated in the United States upon remittance.
On August 16, 2022, 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 alternative minimum tax. The Company has evaluated the impacts of the IRA, including guidance issued by the Treasury Department, and does not expect it to have a material impact on the effective tax rate.
The Company’s gross uncertain tax positions were $ million, $ million, and $ million as of June 30, 2024, June 25, 2023, and June 26, 2022, respectively. During fiscal year 2024, gross uncertain tax positions increased by $ million. The amount
Lam Research Corporation 2024 10-K 52
million, $ million, and $ million, as of June 30, 2024, June 25, 2023, and June 26, 2022, respectively. | | Settlements and effective settlements with tax authorities | () | |
| Lapse of statute of limitations | () | |
| Increases in balances related to tax positions taken during prior periods | | |
| Decreases in balances related to tax positions taken during prior periods | () | |
| Increases in balances related to tax positions taken during current period | | |
| Balance as of June 26, 2022 | | |
| Settlements and effective settlements with tax authorities | () | |
| Lapse of statute of limitations | () | |
| Increases in balances related to tax positions taken during prior periods | | |
| Decreases in balances related to tax positions taken during prior periods | () | |
| Increases in balances related to tax positions taken during current period | | |
| Balance as of June 25, 2023 | | |
| Settlements and effective settlements with tax authorities | () | |
| Lapse of statute of limitations | () | |
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Note 9:
Lam Research Corporation 2024 10-K 54
| | $ | | |
| Cash | | | | | |
| Time deposits | | | | | |
| Total | $ | | | | $ | | |
| | | |
In addition, as of June 25, 2023 the Company had restricted cash in the form of time deposits of $ million reported within Other assets in the Consolidated Balance Sheets that was subsequently released in the three months ended September 24, 2023. Refer to Note 15: Leases for more information. Derivative Instruments and Hedging
The Company carries derivative financial instruments (“derivatives”) on its Consolidated Balance Sheets at their fair values. The Company enters into foreign currency forward contracts and foreign currency options with financial institutions with the primary objective of reducing volatility of earnings and cash flows related to foreign currency exchange rate fluctuations. In addition, the Company enters into interest rate swap arrangements to manage interest rate risk. The counterparties to these derivatives are large, global financial institutions that the Company believes are creditworthy, and therefore, it does not consider the risk of counterparty nonperformance to be material.
Under the master netting agreements with the respective counterparties to the Company’s derivative contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. However, the Company has elected to present the derivative assets and derivative liabilities on a gross basis on its balance sheet. As of June 30, 2024 and June 25, 2023, the potential effect of rights of offset associated with the above foreign exchange and interest rate contracts would be immaterial to the Consolidated Balance Sheets.
Cash Flow Hedges
The Company’s financial position is routinely subjected to market risk associated with foreign currency exchange rate fluctuations on non-U.S. dollar transactions or cash flows. The Company’s policy is to mitigate the foreign exchange risk arising from the fluctuations in the value of these non-U.S. dollar denominated transactions or cash flows through a foreign currency cash flow hedging program, using forward contracts and foreign currency options that generally expire within months and no later than months. These hedge contracts are designated as cash flow hedges and are carried on the Company’s balance sheet at fair value with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in revenue/expense in the same period the hedged items affect earnings.
In addition, the Company has entered into interest rate swap agreements to hedge against the variability of cash flows due to changes in certain benchmark interest rates on fixed rate debt. These instruments are designated as cash flow hedges at inception and are settled in conjunction with the issuance of debt. The effective portion of the contracts’ gains or losses is included in accumulated other comprehensive income (loss) and is amortized into income as the hedged item affects earnings.
Lam Research Corporation 2024 10-K 55
months. The total notional value of cash flow hedge instruments outstanding as of June 30, 2024 included $ million of buy contracts and $ million of sell contracts.Balance Sheet Hedges
The Company also enters into foreign currency forward contracts to hedge fluctuations associated with foreign currency denominated monetary assets and liabilities, primarily cash, third-party accounts receivable, accounts payable, and intercompany receivables and payables. These forward contracts are not designated for hedge accounting treatment. Therefore, the change in the carrying value of these derivatives is recorded as a component of other income (expense), net and offsets the change in fair value of the foreign currency denominated assets and liabilities related to remeasurement, which are also recorded in other income (expense), net. As of June 30, 2024 and June 25, 2023, the fair value of outstanding balance sheet hedges was not material. The effect of the Company’s balance sheet hedge derivative instruments on the Company’s Consolidated Statements of Operations were not material as of and for the twelve months ended June 30, 2024. The total notional value of balance sheet hedge instruments outstanding as of June 30, 2024 included $ million of buy contracts and $ million of sell contracts.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, trade accounts receivable, and derivative financial instruments used in hedging activities. Cash is placed on deposit at large, global financial institutions. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold the Company’s cash are creditworthy and, accordingly, minimal credit risk exists with respect to these balances.
The Company’s overall portfolio of available-for-sale securities must maintain an average minimum rating of “AA-” or “Aa3” as rated by Standard and Poor’s, Fitch Ratings, or Moody’s Investor Services. To ensure diversification and minimize concentration, the Company’s policy limits the amount of credit exposure with any one financial institution or commercial issuer.
The Company is exposed to credit losses in the event of nonperformance by counterparties on foreign currency and interest rate hedge contracts that are used to mitigate the effect of exchange rate and interest rate fluctuations and on contracts related to structured share repurchase arrangements. These counterparties are large, global financial institutions and, to date, no such counterparty has failed to meet its financial obligations to the Company.
Credit risk evaluations, including trade references, bank references, and Dun & Bradstreet ratings, are performed on all new customers, and the Company monitors its customers’ financial condition and payment performance. In general, the Company does not require collateral on sales.
As of June 30, 2024, three customers accounted for approximately %, % and % of accounts receivable, respectively. As of June 25, 2023, three customers accounted for approximately %, %, and % of accounts receivable, respectively. No other customers accounted for 10% or more of accounts receivable. The Company’s balance and transactional activity for its allowance for doubtful accounts is not material as of and for the years ended June 30, 2024, June 25, 2023, and June 26, 2022. Refer to Note 19: Segment, Geographic Information, and Major Customers for additional information regarding customer concentrations.
Lam Research Corporation 2024 10-K 56
Note 10:
| | $ | | | | Work-in-process | | | | | |
| Finished goods | | | | | |
| $ | | | | $ | | |
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Note 11:
| | $ | | | | Buildings and improvements | | | | | |
| Computer and computer-related equipment | | | | | |
| Land | | | | | |
| Office equipment, furniture and fixtures | | | | | |
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| | | | | | | (1)This amount represents a cumulative fair value gain for discontinued hedging relationships, net of an immaterial amount of amortization as of the periods presented.
| | $ | | |
| 2026 | | | | | |
| 2027 | | | | | |
| 2028 | | | | | |
| 2029 | | | | | |
| Thereafter | | | | | |
| Total | $ | | | | $ | | |
| | | |
Senior Notes
On May 5, 2020, the Company completed a public offering of $ million aggregate principal amount of the Company’s Senior Notes due June 15, 2030 (the “2030 Notes”), $ million aggregate principal amount of the Company’s Senior Notes due June 15, 2050 (the “2050 Notes”), and $ million aggregate principal amount of the Company’s Senior Notes due June 15, 2060 (the “2060 Notes”). The Company pays interest at an annual rate of %, %, and %, on the 2030, 2050, and 2060 Notes, respectively, on a semi-annual basis on June 15 and December 15 of each year.
On March 4, 2019, the Company completed a public offering of $ million aggregate principal amount of the Company’s Senior Notes due March 15, 2026 (the “2026 Notes”), $ billion aggregate principal amount of the Company’s Senior Notes due March 15, 2029 (the “2029 Notes”), and $ million aggregate principal amount of the Company’s Senior Notes due March 15, 2049 (the “2049 Notes”). The Company pays interest at an annual rate of %, %, and %, on the 2026, 2029, and 2049 Notes, respectively, on a semi-annual basis on March 15 and September 15 of each year.
On March 12, 2015, the Company completed a public offering of $ million aggregate principal amount of the Company’s Senior Notes due March 15, 2025 (the “2025 Notes”). The Company pays interest at an annual rate of % on the 2025 Notes on a semi-annual basis on March 15 and September 15 of each year.
The Company may redeem the 2025, 2026, 2029, 2030, 2049, 2050, and 2060 Notes (collectively the “Senior Notes”) at a redemption price equal to % of the principal amount of such series (“par”), plus a “make whole” premium as described in the indenture in respect to the Senior Notes and accrued and unpaid interest before December 15, 2024 for the 2025 Notes, before
Lam Research Corporation 2024 10-K 59
% of the principal amount of the respective note, plus accrued and unpaid interest. | $ | | | | 2026 Notes | | | $ | | |
| 2029 Notes | | | $ | | |
| 2030 Notes | | | $ | | |
| 2049 Notes | | | $ | | |
| 2050 Notes | | | $ | | |
| 2060 Notes | | | $ | | |
Revolving Credit Facility
On March 12, 2014, the Company established an unsecured Credit Agreement. This agreement was amended on November 10, 2015 (the “Amended and Restated Credit Agreement”), October 13, 2017 (the “2nd Amendment”), February 25, 2019 (the “3rd Amendment”), June 17, 2021 (the “Second Amended and Restated Credit Agreement”), and December 7, 2022 (“Amendment No.1 to Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement provides for a $ billion revolving credit facility with a syndicate of lenders, along with an expansion option that will allow the Company, subject to certain requirements, to request an increase in the facility of up to an additional $ million, for a potential total commitment of $ billion. The facility matures on June 17, 2026. The Amendment No.1 To Second Amended and Restated Credit Agreement replaces the benchmark reference rate, London inter-bank offered rate, with term secured overnight financing rate (“SOFR”) equal to the term rate determined by the Chicago Mercantile Exchange term SOFR administrator plus % (“adjusted term SOFR”), with no change to the amount or timing of contractual cash flows.
Interest on amounts borrowed under the credit facility is, at the Company’s option, based on (1) a base rate, defined as the greatest of (a) prime rate, (b) Federal Funds rate plus %, or (c) adjusted term SOFR plus %, plus a spread of % to %, or (2) adjusted term SOFR, plus a spread of % to %, in each case plus a facility fee, with such spread and facility fee determined based on the rating of the Company’s non-credit enhanced, senior unsecured long-term debt. Such spreads and such facility fees are further subject to sustainability adjustments as described in the Amendment No. 1 to Second Amended and Restated Credit Agreement, in each case based on the Company’s performance of certain energy savings and health and safety standards metrics. Principal and any accrued and unpaid interest are due and payable upon maturity. Additionally, the Company will pay the lenders a quarterly commitment fee that varies based on the Company’s credit rating. As of June 30, 2024, the Company had borrowings outstanding under the credit facility and was in compliance with all financial covenants.
Commercial Paper Program
On November 13, 2017, the Company established a commercial paper program (the “CP Program”) under which the Company may issue unsecured commercial paper notes on a private placement basis up to a maximum aggregate principal amount of $ billion. In July 2021, the Company amended the CP Program size to a maximum aggregate amount outstanding at any time of $ billion. The net proceeds from the CP Program may be used for general corporate purposes, including repurchases of the Company’s Common Stock from time to time under the Company’s stock repurchase program. Amounts available under the CP Program may be re-borrowed. The CP Program is backstopped by the Company’s Revolving Credit Arrangement. As of June 30, 2024, the Company had outstanding borrowings under the CP Program.
Interest Cost
Lam Research Corporation 2024 10-K 60
| | $ | | | | $ | | | | Amortization of interest discount | | | | | | | | |
| Amortization of issuance costs | | | | | | | | |
| Effect of interest rate contracts, net | | | | | | | | |
| Total interest cost recognized | $ | | | | $ | | | | $ | | |
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Note 15:
| | $ | | | | $ | | | | Interest on lease liabilities | | | | | | | | |
| Total finance lease cost | $ | | | | $ | | | | $ | | |
| | | | | |
| Operating lease cost | $ | | | | $ | | | | $ | | |
| Variable lease cost | | | | | | | | |
Variable lease payments are expensed as incurred and are not included within the right of use asset and lease liability calculation. Variable lease payments primarily include costs associated with the Company’s third-party logistics arrangements that contain one or more embedded leases. Variable lease costs will fluctuate based on factory output and material receipt volumes. Short-term rental expense, for agreements less than one year in duration, were immaterial for the twelve months ended June 30, 2024, June 25, 2023, and June 26, 2022, respectively.
| | $ | | | | $ | | | | Financing cash flows paid for principal portion of finance leases | | | | | | | | |
| | | | | |
| Right-of-use assets obtained in exchange for lease obligations: | | | | | |
| Operating leases | $ | | | | $ | | | | $ | | |
| Finance leases | | | | | | | | |
Lam Research Corporation 2024 10-K 61
| | $ | | | | | | |
| Accrued expenses and other current liabilities | $ | | | | $ | | |
| Other long-term liabilities | | | | | |
| Total operating lease liabilities | $ | | | | $ | | |
| | | |
| Finance Leases | | | |
| Property and Equipment, net | $ | | | | $ | | |
| | | |
| Current portion of long-term debt and lease liabilities | $ | | | | $ | | |
| Long-term debt and lease liabilities, less current portion | | | | | |
| Total finance lease liabilities | $ | | | | $ | | |
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| | % | | | | | % | | Finance leases | | | | % | | | | | % |
| | $ | | | | 2026 | | | | | |
| 2027 | | | | | |
| 2028 | | | | | |
| 2029 | | | | | |
| Thereafter | | | | | |
| Total lease payments | $ | | | | $ | | |
| Less imputed interest | () | | | () | |
| Total | $ | | | | $ | | |
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Selected Leases and Related Guarantees
The Company leases some of its administrative, research and development and manufacturing facilities, regional sales/service offices, and certain equipment under non-cancelable leases. Certain of the Company’s facility leases for buildings located at its Tualatin, Oregon campus; and certain other facility leases provide the Company with options to extend the leases for additional periods or to purchase the facilities. Certain of the Company’s facility leases provide for periodic rent increases based on the general rate of inflation.
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 $ million of restricted cash that was reported in Other assets in the Company’s Consolidated Balance Sheet. Additionally, guarantees made to the lessor that each property would have a certain minimum residual value totaling $ million as of June 25, 2023 in the aggregate were eliminated with the extinguishment of the California Facility Leases. As a result of the purchase of the improved properties, $ million of additions were made to Property and equipment, net in the Company’s Consolidated Balance Sheets primarily comprised of land ($ million) and buildings and improvements ($ million).
Lam Research Corporation 2024 10-K 62
Note 16:
% to % of annual eligible earnings to the plan, subject to statutory limitations. The Company makes matching employee contributions in cash to the plan at the rate of % of the first % of earnings contributed. Employees participating in the 401(k) retirement savings plan are fully vested in the Company matching contributions, and investments are directed by participants. The Company made matching contributions of $ million, $ million, and $ million, in fiscal years 2024, 2023, and 2022, respectively.Deferred Compensation Arrangements
The Company has an unfunded, non-qualified deferred compensation plan whereby executives may defer a portion of their compensation. Participants earn a return on their deferred compensation based on their allocation of their account balance among various mutual funds. The Company controls the investment of these funds, and the participants remain general creditors of the Company. Participants are able to elect the payment of benefits on a specified date at least after the opening of a deferral sub-account or upon retirement. Distributions are made in the form of lump sum or annual installments over a period of up to years as elected by the participant. If no alternate election has been made, a lump sum payment will be made upon termination of a participant’s employment with the Company. As of June 30, 2024, and June 25, 2023, the liability of the Company to the plan participants was $ million and $ million, respectively, which was recorded in Accrued expenses and other current liabilities and Other long-term liabilities on the Consolidated Balance Sheets. As of June 30, 2024, and June 25, 2023, the Company had investments in the aggregate amount of $ million and $ million, respectively, which correlate to the deferred compensation obligations, which were recorded in Other assets on the Consolidated Balance Sheets.
Post-Retirement Healthcare Plan
The Company maintains a post-retirement healthcare plan for certain executive and director retirees. Coverage continues through the duration of the lifetime of the retiree or the retiree’s spouse, whichever is longer. The benefit obligation was $ million and $ million as of June 30, 2024, and June 25, 2023, respectively.
Note 17:
million of liabilities related to uncertain tax positions (see Note 7: Income Taxes for further discussion) as of the end of the fiscal year because the Company is unable to reasonably estimate the ultimate amount or time of settlement. Other 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 June 30, 2024, the Company had not recorded any liability on its 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 June 30, 2024, the maximum potential amount of future payments that the Company could be required to make under these arrangements and letters of credit was $ 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 2024 10-K 63
| | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| Thereafter | | |
| Purchase obligations for which timing of payment is indeterminable | | |
| Total | $ | | |
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Transition Tax Liability
On December 22, 2017, the “Tax Cuts & Jobs Act” was signed into law. Among other items, this U.S. tax reform assessed a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred. As a result, the Company recognized a total transition tax of $ million and elected to pay the one-time tax over a period of 8 years, commencing in the twelve months ended June 30, 2019. During fiscal year 2023, this one-time tax was adjusted, resulting in a total tax liability increase of approximately $ million, which was spread over the same 8-year period.
| | 2026 | | |
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/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1981.
San Jose, California
August 29, 2024
Lam Research Corporation 2024 10-K 70
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Lam Research Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Lam Research Corporation’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Lam Research Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2024 and June 25, 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2024, and the related notes and our report dated August 29, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/
August 29, 2024
Lam Research Corporation 2024 10-K 71
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Design of Disclosure Controls and Procedures and Internal Control over Financial Reporting
We maintain disclosure controls and procedures and internal control over financial reporting that are designed to comply with Rule 13a-15 of the Exchange Act. In designing and evaluating the controls and procedures associated with each, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and that the effectiveness of controls cannot be absolute because the cost to design and implement a control to identify errors or mitigate the risk of errors occurring should not outweigh the potential loss caused by the errors that would likely be detected by the control. Moreover, we believe that a control system cannot be guaranteed to be 100% effective all of the time. Accordingly, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
Disclosure Controls and Procedures
As required by Exchange Act Rule 13a-15(b), as of June 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 Officer, along with our Chief Financial Officer, concluded that our disclosure controls and procedures are effective, as of June 30, 2024, at the reasonable assurance level.
We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and to correct any material deficiencies that we may discover. Our goal is to ensure that our senior management has timely access to material information that could affect our business.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate “internal control over financial reporting”, as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework used by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 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, independently assessed the effectiveness of the Company’s internal control over financial reporting, as stated in their attestation report, which is included in Part II, Item 8 of this 2024 Form 10-K.
Effectiveness of Controls
While we believe the present design of our disclosure controls and procedures and internal control over financial reporting is effective at the reasonable assurance level, future events affecting our business may cause us to modify our disclosure controls and procedures or internal control over financial reporting.
Item 9B. Other Information
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 , modified, or 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):
•, , , Global Products Group of the Company, 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 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 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 .
Lam Research Corporation 2024 10-K 72
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Lam Research Corporation 2024 10-K 73
PART III
We have omitted from this 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 5, 2024, (the “Proxy Statement”), and certain information included in the Proxy Statement is incorporated into this report by reference.
Item 10. Directors, Executive Officers and Corporate Governance
For information regarding our executive officers, see Part I, Item 1 of this 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 — 2024 Nominees for Director.”
The information concerning our audit committee and audit committee financial experts required by this Item is incorporated by reference to our Proxy Statement under the headings “Governance Matters — Corporate Governance — Board Committees” and “Governance Matters — Corporate Governance — Board Committees — Audit Committee.”
The Company has adopted a Corporate Code of Ethics that applies to all employees, officers, and directors of the Company. Our Code of Ethics is publicly available on the Investor Relations page of our website at http://investor.lamresearch.com. To the extent required by law, any amendments to, or waivers from, any provision of the Code of Ethics will promptly be disclosed to the public. To the extent permitted by applicable legal requirements, we intend to make any required public disclosure by posting the relevant material on our website in accordance with SEC rules.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to our Proxy Statement under the headings “Compensation Matters — Executive Compensation and Other Information,” “Compensation Matters — CEO Pay Ratio,” and “Governance Matters — Director Compensation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference to our Proxy Statement under the headings “Stock Ownership — Security Ownership of Certain Beneficial Owners and Management” and “Compensation Matters — Securities Authorized for Issuance Under Equity Compensation Plans.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to our Proxy Statement under the headings “Audit Matters — Certain Relationships and Related Party Transactions” and “Governance Matters — Corporate Governance — Director Independence Policies.”
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to our Proxy Statement under the headings “Audit Matters — Relationship with Independent Registered Public Accounting Firm –– Fees Billed by Ernst & Young LLP” and “Audit Matters –– Relationship with Independent Registered Public Accounting Firm –– Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services.”
Lam Research Corporation 2024 10-K 74
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K.
| | | | | |
| Page |
1. Index to Financial Statements | |
| Consolidated Statements of Operations — Years Ended June 30, 2024, June 25, 2023, and June 26, 2022 | |
| Consolidated Statements of Comprehensive Income — Years Ended June 30, 2024, June 25, 2023, and June 26, 2022 | |
| Consolidated Balance Sheets — June 30, 2024, and June 25, 2023 | |
| Consolidated Statements of Cash Flows — Years Ended June 30, 2024, June 25, 2023, and June 26, 2022 | |
| Consolidated Statements of Stockholders’ Equity — Years Ended June 30, 2024, June 25, 2023, and June 26, 2022 | |
| Notes to Consolidated Financial Statements | |
| Reports of Independent Registered Public Accounting Firm | |
| |
| 2. Index to Financial Statement Schedules | |
| |
| Schedules have been omitted since they are not applicable, not required, not material, or the information is included elsewhere herein. | |
| |
Item 16. Form 10-K Summary
None
Lam Research Corporation 2024 10-K 75
LAM RESEARCH CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2024
EXHIBIT INDEX
| | | | | | | | |
| Exhibit | | Description |
| 3.1 | | |
| 3.2 | | |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
| 4.4 | | |
| 4.5 | | |
| 4.6 | | |
| 10.1* | | Form of Indemnification Agreement which is incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1988 (SEC File No. 000-12933). |
| 10.2* | | |
| 10.3* | | |
| 10.4* | | |
| 10.5* | | |
| 10.6* | | |
| 10.7* | | |
| 10.8* | | |
| 10.9* | | |
| 10.10 | | |
| 10.11* | | |
| 10.12* | | |
| 10.13* | | |
| 10.14 | | |
Lam Research Corporation 2024 10-K 76
| | | | | | | | |
| Exhibit | | Description |
| 10.15* | | |
| 10.16* | | |
| 10.17* | | |
| 10.18 | | |
| 10.19* | | |
| 10.20 | | |
| 10.21* | | |
| 10.22* | | |
| 10.23* | | |
| 10.24* | | |
| 10.25* | | |
| 10.26* | | |
| 10.27* | | |
| 10.28 | | |
| 10.29* | | |
| 10.30* | | |
| 10.31* | | |
| 10.32* | | |
| 10.33* | | |
| 10.34* | | |
| 10.35* | | |
| 10.36* | | |
| 10.37* | | |
| 10.38* | | |
| 10.39* | | |
Lam Research Corporation 2024 10-K 77
| | | | | | | | |
| Exhibit | | Description |
| 10.40* | | |
| 10.41* | | |
| 10.42* | | |
| 10.43* | | |
| 10.44* | | |
| 10.45* | | |
| 19.1 | | |
| 21 | | |
| 23 | | |
| 24 | | Power of Attorney (See Signature page) |
| 31.1 | | |
| 31.2 | | |
| 32.1 | | |
| 32.2 | | |
| 97.1 | | |
| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
__________________________________
*Indicates management contract or compensatory plan or arrangement.
Lam Research Corporation 2024 10-K 78
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | |
| Date: | August 29, 2024 | | LAM RESEARCH CORPORATION (Registrant) |
|
| By: | /s/ Timothy M. Archer |
| Timothy M. Archer |
| President and Chief Executive Officer |
Lam Research Corporation 2024 10-K 79
POWER OF ATTORNEY AND SIGNATURES
By signing this Annual Report on Form 10-K below, I hereby appoint each of Timothy M. Archer and Douglas R. Bettinger, jointly and severally, as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf and to file this Form 10-K (including all exhibits and other related documents) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signatures | | Title | | Date |
| Principal Executive Officer | | | | |
| | |
| /s/ Timothy M. Archer | | President, Chief Executive Officer and Director | | August 29, 2024 |
| Timothy M. Archer | | | | |
| | |
| Principal Financial Officer |
| | |
| /s/ Douglas R. Bettinger | | Executive Vice President and Chief Financial Officer | | August 29, 2024 |
| Douglas R. Bettinger | | | | |
| | | | |
| Principal Accounting Officer |
| | |
| /s/ Christina C. Correia | | Group Vice President and Chief Accounting Officer | | August 29, 2024 |
| Christina C. Correia | | | | |
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| Other Directors | | | | | |
| Signatures | Title | Date | Signatures | Title | Date |
| | | | | |
| /s/ Abhijit Y. Talwalkar | Chairman | August 29, 2024 | /s/ Ho Kyu Kang | Director | August 29, 2024 |
| Abhijit Y. Talwalkar | | | Ho Kyu Kang | | |
| | | | | |
| /s/ Sohail U. Ahmed | Director | August 29, 2024 | /s/ Bethany J. Mayer | Director | August 29, 2024 |
| 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 | | |
| | | | | |
| /s/ Michael R. Cannon | Director | August 29, 2024 | /s/ Lih Shyng Tsai | Director | August 29, 2024 |
| Michael R. Cannon | | | Lih Shyng (Rick L.) Tsai | | |
| | | | | |
| /s/ John M. Dineen | Director | August 29, 2024 | /s/ Leslie F. Varon | Director | August 29, 2024 |
| John M. Dineen | | | Leslie F. Varon | | |
| | | | | |
Lam Research Corporation 2024 10-K 80
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