CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS



With the exception of historical facts, the statements contained in this
discussion are forward-looking statements, which are subject to the safe harbor
provisions created by the Private Securities Litigation Reform Act of 1995.
Certain, but not all, of the forward-looking statements in this report are
specifically identified as forward-looking, by use of phrases and words such as
"believe," "estimated," "anticipate," "expect," "probable," "intend," "plan,"
"aim," "may," "should," "could," "would," "will," "continue," and other
future-oriented terms. The identification of certain statements as
"forward-looking" does not mean that other statements not specifically
identified are not forward-looking. Forward-looking statements include but are
not limited to statements that relate to: trends and opportunities in the global
economic environment; trends and opportunities in the semiconductor industry,
including in the end markets and applications for semiconductors, and in device
complexity; growth or decline in the industry and the market for, and spending
on, wafer fabrication equipment; the anticipated levels of, and rates of change
in, margins, market share, served addressable market, capital expenditures,
research and development expenditures, international sales, revenue (actual
and/or deferred), operating expenses and earnings generally; management's plans
and objectives for our current and future operations and business focus;
volatility in our quarterly results; the makeup of our customer base; customer
and end user requirements and our ability to satisfy those requirements;
customer spending and demand for our products and services, and the reliability
of indicators of change in customer spending and demand; the effect of
variability in our customers' business plans or demand for our products and
services; our competition, and our ability to defend our market share and to
gain new market share; the success of joint development and collaboration
relationships with customers, suppliers, or others; outsourced activities; our
supply chain and the role of suppliers in our business, including the impacts of
supply chain constraints and material costs; our leadership and competency, and
our ability to facilitate innovation; our research and development programs; our
ability to create sustainable differentiation; technology inflections in the
industry and our ability to identify those inflections and to invest in research
and development programs to meet them; our ability to deliver multi-product
solutions; the resources invested to comply with evolving standards and the
impact of such efforts; changes in state, federal and international tax laws,
our estimated annual tax rate and the factors that affect our tax rates; legal
and regulatory compliance; the estimates we make, and the accruals we record, in
order to implement our critical accounting policies (including but not limited
to the adequacy of prior tax payments, future tax benefits or liabilities, and
the adequacy of our accruals relating to them); hedging transactions; debt or
financing arrangements; our investment portfolio; our access to capital markets;
uses of, payments of, and impact of interest rate fluctuations on, our debt; our
intention to pay quarterly dividends and the amounts thereof, if any; our
ability and intention to repurchase our shares; credit risks; controls and
procedures; recognition or amortization of expenses; our ability to manage and
grow our cash position; our strategic relevance with our customers; our ability
to scale our operations to respond to changes in our business; the value of our
patents; the materiality of potential losses arising from legal proceedings; the
probability of making payments under our guarantees; the impact of the COVID-19
pandemic; and the sufficiency of our financial resources or liquidity to support
future business activities (including but not limited to operations,
investments, debt service requirements, dividends, and capital expenditures).
Such statements are based on current expectations and are subject to risks,
uncertainties, and changes in condition, significance, value, and effect,
including without limitation those discussed below under the heading "Risk
Factors" within Part II Item 1A and elsewhere in this report and other documents
we file from time to time with the Securities and Exchange Commission ("SEC"),
such as our annual report on Form 10-K for the year ended June 26, 2022 (our
"2022 Form 10-K"), our quarterly report on Form 10-Q for the fiscal quarter
ended September 25, 2022, and our current reports on Form 8-K. Such risks,
uncertainties, and changes in condition, significance, value, and effect could
cause our actual results to differ materially from those expressed in this
report and in ways not readily foreseeable. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof and are based on information currently and reasonably known to us.
We do not undertake any obligation to release the results of any revisions to
these forward-looking statements, which may be made to reflect events or
circumstances that occur after the date of this report or to reflect the
occurrence or effect of anticipated or unanticipated events.

Documents To Review In Connection With Management's Discussion and Analysis Of Financial Condition and Results Of Operations



For a full understanding of our financial position and results of operations for
the three and six months ended December 25, 2022, and the related Management's
Discussion and Analysis of Financial Condition and Results of Operations below,
you should also read the Condensed Consolidated Financial Statements and notes
presented in this Form 10-Q and the financial statements and notes in our 2022
Form 10-K.
                                        Lam Research Corporation 2023 Q2 10-Q 21

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EXECUTIVE SUMMARY

Lam Research Corporation is a global supplier of innovative wafer fabrication
equipment and services to the semiconductor industry. We have built a strong
global presence with core competencies in areas like nanoscale applications
enablement, chemistry, plasma and fluidics, advanced systems engineering and a
broad range of operational disciplines. Our products and services are designed
to help our customers build smaller and better performing devices that are used
in a variety of electronic products, including mobile phones, personal
computers, servers, wearables, automotive vehicles, and data storage devices.

Our customer base includes leading semiconductor memory, foundry, and integrated
device manufacturers that make products such as non-volatile memory, dynamic
random-access memory, and logic devices. Their continued success is part of our
commitment to driving semiconductor breakthroughs that define the next
generation. Our core technical competency is integrating hardware, process,
materials, software, and process control, enabling results on the wafer.

Semiconductor manufacturing, our customers' business, involves the complete
fabrication of multiple dies or integrated circuits on a wafer. This involves
the repetition of a set of core processes and can require hundreds of individual
steps. Fabricating these devices requires highly sophisticated process
technologies to integrate an increasing array of new materials with precise
control at the atomic scale. Along with meeting technical requirements, wafer
processing equipment must deliver high productivity and be cost-effective.

Demand from cloud computing, 5G, the Internet of Things, and other markets is
driving the need for increasingly powerful and cost-efficient semiconductors. At
the same time, there are growing technical challenges with traditional
two-dimensional scaling. These trends are driving significant inflections in
semiconductor manufacturing, such as the increasing importance of vertical
scaling strategies like three-dimensional architecture as well as multiple
patterning to enable shrinks.

We believe we are in a strong position with our leadership and expertise in
deposition, etch, and clean to facilitate some of the most significant
innovations in semiconductor device manufacturing. Our Customer Support Business
Group provides products and services to maximize installed equipment
performance, predictability, and operational efficiency. Several factors create
opportunity for sustainable differentiation for us: (i) our focus on research
and development, with several on-going programs relating to sustaining
engineering, product and process development, and concept and feasibility; (ii)
our ability to effectively leverage cycles of learning from our broad installed
base; (iii) our collaborative focus with semi-ecosystem partners; (iv) our
ability to identify and invest in the breadth of our product portfolio to meet
technology inflections; and (v) our focus on delivering our multi-product
solutions with a goal to enhance the value of Lam's solutions to our customers.

Calendar year 2022 was a solid investment year in wafer fabrication equipment
spending driven by robust secular demand for semiconductors and increasing
complexity in manufacturing NAND, DRAM, and foundry logic devices. However, the
demand environment, particularly in memory, has weakened, and as a result, we
expect a reduction in wafer fabrication equipment spending in calendar year
2023. Additionally, the United States government imposed new controls which
significantly impact trade with China for the shipment of wafer fabrication
equipment and related parts and services. We expect these regulatory conditions,
and the slowing economic environment, to negatively impact our financial results
in calendar year 2023. As a result of the expected reduced business levels, we
announced a plan for the March 2023 quarter to reduce headcount by 1,300
employees, and we expect to incur charges of approximately $80.0 million in
connection with the plan. Over the course of calendar year 2023, we are
projecting expenditures in the range of $150.0 million to $250.0 million
associated with various business process improvements and initiatives, inclusive
of the March 2023 quarter restructuring activity. Over the longer term, we
believe that secular demand for semiconductors combined with technology
inflections in our industry, including 3D device scaling, multiple patterning,
process flow, and advanced packaging chip integration, will drive sustainable
growth and lead to an increase in the served addressable market for our products
and services in the deposition, etch, and clean businesses.

In the quarter-ended December 25, 2022, customer demand was strong and with
improvement in supply chain constraints we were able to fulfill shipments of
many critical parts required for revenue recognition. Although we have seen
improvements in both our operations and those of our suppliers, we may continue
to experience supply shortages as well as inflationary cost pressures in at
least the near term. Risks and uncertainties related to the COVID-19 pandemic,
supply chain challenges, and inflationary pressures may continue to negatively
impact our revenue and gross margin.


                                        Lam Research Corporation 2023 Q2 

10-Q 22

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The following table summarizes certain key financial information for the periods
indicated below:

                                                                      Three Months Ended
                                                             December 25,            September 25,
                                                                 2022                     2022
                                                           (in thousands, except per share data and
                                                                         percentages)
Revenue                                                   $    5,277,569            $   5,074,121
Gross margin                                              $    2,376,349            $   2,336,835
Gross margin as a percent of total revenue                          45.0    %                46.1  %
Total operating expenses                                  $      696,187            $     638,995
Net income                                                $    1,468,507            $   1,425,879
Diluted net income per share                              $        10.77

$ 10.39




In the December 2022 quarter, revenue increased 4.0% compared to the September
2022 quarter, driven by an increase in systems revenue as a result of the
improving supply chain environment. We were able to fulfill shipments of
critical parts which drove down our deferred revenue balance to $1,984 million
at the end of the December 2022 quarter compared to $2,755 million as of the end
of the September 2022 quarter. We aim to balance the requirements of our
customers with the availability of resources, as well as performance to our
operational and financial objectives. As a result, from time to time, we
exercise discretion and judgment as to the timing and prioritization of
manufacturing and deliveries of products, which has impacted, including in the
current fiscal year, and may in the future impact, the timing of revenue
recognition with respect to such products.

The decrease in gross margin as a percentage of revenue in the December 2022
quarter compared to the September 2022 quarter was primarily a result of
unfavorable customer and product mix. The increase in operating expenses in the
December 2022 quarter compared to the September 2022 quarter was primarily
driven by an increase in deferred compensation plan-related costs, outside
service spending and supplies expense.

Our cash and cash equivalents, investments, and restricted cash and investments
balances increased to $4.8 billion at the end of the December 2022 quarter
compared to $4.6 billion at the end of the September 2022 quarter. This increase
was primarily the result of $1,140.2 million of cash generated from operating
activities, partially offset by $456.3 million of share repurchases, including
net share settlement of employee stock-based compensation, $236.0 million of
dividends paid to stockholders; and $163.4 million of capital expenditures.
Employee headcount as of December 25, 2022 was approximately 19,200.

RESULTS OF OPERATIONS

Revenue

                                 Three Months Ended                    Six Months Ended
                         December 25,       September 25,                   December 25,       December 26,
                             2022               2022                            2022               2021
Revenue (in millions)   $      5,278       $      5,074                    $     10,352       $     8,531
China                             24  %              30  %                           27  %             31  %
Korea                             20  %              17  %                           19  %             23  %
Taiwan                            19  %              22  %                           20  %             17  %
Japan                             11  %               9  %                           10  %             11  %
Southeast Asia                    10  %              11  %                           10  %              9  %
United States                     10  %               6  %                            8  %              6  %
Europe                             6  %               5  %                            6  %              3  %


Revenue for the December 2022 quarter increased 4.0% from the September 2022
quarter primarily due to improving supply chain conditions which allowed us to
fulfill shipments of critical parts.
                                        Lam Research Corporation 2023 Q2 

10-Q 23

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The following table presents our revenue disaggregated between system and customer support-related revenue:



                                                             Three Months Ended                        Six Months Ended
                                                 December 25,           September 25,                    December 25,          December 26,
                                                     2022                   2022                             2022                  2021
                                                                            (In thousands)
System revenue                                  $  3,547,518          $    3,181,987                    $  6,729,505          $  5,665,056
Customer support-related revenue and other         1,730,051               1,892,134                       3,622,185             2,866,013
                                                $  5,277,569          $    5,074,121                    $ 10,351,690          $  8,531,069

Please refer to Note 3, "Revenue," to the Condensed Consolidated Financial Statements of this Form 10-Q for additional information regarding the composition of the two categories into which revenue has been disaggregated.

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



                                                              Three Months Ended                           Six Months Ended
                                                  December 25,              September 25,                           December 25,                December 26,
                                                      2022                       2022                                   2022                        2021
Memory                                                      50  %                        52  %                                  50  %                       61  %
Foundry                                                     31  %                        34  %                                  33  %                       28  %
Logic/integrated device manufacturing                       19  %                        14  %                                  17  %                   

11 %

The decrease in the memory market for the six months ended December 25, 2022 as compared to the same period in 2021, is primarily due to decreases in DRAM investments by our customers during this time period.



Gross Margin

                              Three Months Ended                 Six Months Ended
                      December 25,      September 25,                December 25,      December 26,
                          2022              2022                         2022              2021
                                  (in thousands, except percentages)
Gross margin         $ 2,376,349       $  2,336,835                 $ 4,713,184       $ 3,954,670
Percent of revenue          45.0  %            46.1  %                     45.5  %           46.4  %


Gross margin as a percentage of revenue was lower in the December 2022 quarter compared to the September 2022 quarter primarily as a result of unfavorable customer and product mix.



The decrease in gross margin as a percentage of revenue in the six months ended
December 25, 2022 compared to the same period in the prior year was primarily
driven by higher levels of manufacturing-related spending as a result of
increased inflationary pressures, partially offset by favorable customer and
product mix.

Research and Development

                                                               Three Months Ended                     Six Months Ended
                                                   December 25,          September 25,                December 25,          December 26,
                                                       2022                   2022                        2022                  2021
                                                                  (in thousands, except percentages)
Research & development ("R&D")                    $    462,385          $     433,375                $    895,760          $    785,971
Percent of revenue                                         8.8  %                 8.5  %                      8.7  %                9.2  %


We continued to make significant R&D investments in the December 2022 quarter
focused on leading-edge deposition, etch, clean and other semiconductor
manufacturing processes. The increase in R&D expense in the December 2022
quarter compared to the September 2022 quarter was primarily driven by an
increase of $14 million in spending for supplies and $11 million in deferred
compensation plan-related costs.

The increase in R&D expense in the six months ended December 25, 2022 compared
to the same period in the prior year was primarily driven by increases in
employee-related expenses mainly as a result of increased headcount as well as
for $32 million in spending for supplies.
                                        Lam Research Corporation 2023 Q2 

10-Q 24

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Selling, General, and Administrative



                                                                  Three Months Ended                     Six Months Ended
                                                      December 25,          September 25,                December 25,          December 26,
                                                          2022                   2022                        2022                  2021
                                                                     (in thousands, except percentages)
Selling, general, and administrative ("SG&A")        $    233,802          $     205,620                $    439,422          $    458,327
Percent of revenue                                            4.4  %                 4.1  %                      4.2  %                5.4  %

SG&A expense during the December 2022 quarter increased in comparison to the September 2022 quarter, primarily driven by an increase of $14 million in outside service spending.



SG&A expense during the six months ended December 25, 2022 decreased compared to
the same period in the prior year, primarily driven by a decrease of $23 million
in amortization for intangible assets, as the intangible assets associated with
our Novellus Systems, Inc. transactions have fully amortized.

Other Income (Expense), Net

Other income (expense), net consisted of the following:



                                                                 Three Months Ended                      Six Months Ended
                                                     December 25,           September 25,                 December 25,           December 26,
                                                         2022                   2022                          2022                   2021
                                                                              (in thousands)
Interest income                                    $      26,125          $       15,056                $      41,181          $       7,050
Interest expense                                         (46,661)                (46,052)                     (92,713)               (91,821)
Gains (losses) on deferred compensation
plan-related assets, net                                  10,871                 (12,726)                      (1,855)                 7,381

Foreign exchange (losses) gains, net                     (10,114)                  6,821                       (3,293)                   714
Other, net                                                (8,455)                 (6,194)                     (14,649)                65,818
                                                   $     (28,234)         $      (43,095)               $     (71,329)         $     (10,858)

Interest income increased for the three months ended December 25, 2022 compared to the September 2022 quarter, and the six months ended December 25, 2022, compared to the same period in 2021, primarily because of higher yields partially offset by lower average balances.

Interest expense is consistent across all periods presented.



The gains and losses on deferred compensation plan-related assets were driven by
fluctuations in the fair market value of the underlying funds for all periods
presented.

Foreign exchange fluctuations were primarily due to currency movements against portions of our unhedged balance sheet exposures for all periods presented.



The losses in other, net for the three and six months ended December 25, 2022,
were driven by fluctuations in fair value of equity investments. For the six
months ended December 26, 2021, other, net includes an unrealized gain totaling
$46.6 million associated with an equity investment that completed a business
combination and public offering during that period.

Income Tax Expense



Our provision for income taxes and effective tax rate for the periods indicated
were as follows:

                               Three Months Ended                   Six Months Ended
                      December 25,       September 25,                   December 25,       December 26,
                          2022                2022                           2022               2021
                                     (in thousands, except percentages)
Income tax expense   $    183,421       $     228,866                   $    412,287       $    324,940
Effective tax rate           11.1  %             13.8  %                        12.5  %            12.0  %



                                        Lam Research Corporation 2023 Q2 10-Q 25

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The decrease in the effective tax rate for the December 2022 quarter compared to
the September 2022 quarter was primarily due to the change in level and
proportion of income in higher and lower tax jurisdictions in this quarter,
recognition of previously unrecognized tax benefits from lapses of statutes of
limitation, and a net tax benefit associated with legal entity restructuring.

The increase in the effective tax rate for the six months ended December 25, 2022 compared to the same period in the prior year was primarily due to the change in level and proportion of income in higher and lower tax jurisdictions.



International revenues account for a significant portion of our total revenues,
such that a material portion of our pre-tax income is earned and taxed outside
the United States. International pre-tax income is taxable in the United States
at a lower effective tax rate than the federal statutory tax rate. Please refer
to Note 7, "Income Taxes," to our Consolidated Financial Statements in Part II,
Item 8 of our 2022 Form 10-K for additional information.

We re-evaluate uncertain tax positions on a quarterly basis. This evaluation is
based on factors including, but not limited to, changes in facts or
circumstances, changes in tax law, effectively settled issues under audit, and
new audit activity. Any change in recognition or measurement would result in the
recognition of a tax benefit or an additional charge to the tax provision.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Refer to our "Critical Accounting Policies and Estimates" included in Part II, Item 7 of our 2022 Form 10-K for a discussion of our critical accounting policies and estimates.

Recent Accounting Pronouncements



For a description of recent accounting pronouncements, including the expected
dates of adoption and estimated effects, if any, on our Condensed Consolidated
Financial Statements, see Note 2 - Recent Accounting Pronouncements, of our
Condensed Consolidated Financial Statements, included in Part 1 of this Form
10-Q.

LIQUIDITY AND CAPITAL RESOURCES



Total gross cash, cash equivalents, investments, and restricted cash and
investments balances were $4.8 billion at December 25, 2022 compared to $3.9
billion as of June 26, 2022. This increase was primarily driven by $2,329.8
million of cash generated from operating activities, partially offset by $566.1
million of share repurchases, including net share settlement on employee
stock-based compensation; $441.6 million in dividends paid; and $303.4 million
of capital expenditures.

Net cash provided by operating activities of $2,329.8 million during the six months ended December 25, 2022, consisted of (in thousands):



Net income                                            $ 2,894,386
Non-cash charges:
Depreciation and amortization                             161,165
Equity-based compensation expense                         144,194

Deferred income taxes                                    (140,296)

Changes in operating asset and liability accounts (739,652) Other

                                                       9,978
                                                      $ 2,329,775


Significant changes in operating asset and liability accounts, net of foreign
exchange impact, included the following uses of cash: increases in inventory of
$894.5 million, along with a decrease in trade accounts payable of $116.3
million, accrued expenses and other liabilities of $92.3 million, and deferred
profit of $19.9 million. The uses of cash are offset by the following sources of
cash: decreases in accounts receivable of $249.1 million, and prepaid expense
and other assets of $134.2 million.

Cash Flow from Investing Activities



Net cash used for investing activities during the six months ended December 25,
2022, was $395.1 million, primarily consisting of $303.4 million in capital
expenditures and $120.0 million of net cash disbursed for business acquisitions,
partially offset by proceeds from maturities of available-for-sale securities of
$32.4 million.

Cash Flow from Financing Activities



Net cash used for financing activities during the six months ended December 25,
2022, was $973.2 million, primarily consisting of $566.1 million in treasury
stock repurchases, including net share settlement on employee stock-based
compensation, and $441.6 million in dividends paid, partially offset by $52.7
million combined proceeds from issuance of common stock.
                                        Lam Research Corporation 2023 Q2 

10-Q 26

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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, cash
equivalents, and short-term investments as of December 25, 2022, 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, uncertainty in the
global economy and the semiconductor industry, as well as disruptions in credit
markets, have in the past, 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, or the ongoing COVID-19 pandemic,
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.

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