10-K – 2025-08-11 – lrcx-20250629.htm

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 manufacturing 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, cloud and enterprise 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 NVM, DRAM, 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 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 a sequence of 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, artificial intelligence, 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 markets to facilitate some of the most significant innovations in semiconductor device manufacturing. Our Customer Support Business Group provides products and services to maximize installed equipment performance, predictability, and operational efficiency. Several factors create opportunities for sustainable differentiation for us: (i) our focus on research and development, with several on-going programs relating to sustaining engineering, product and process development, and concept and feasibility; (ii) our ability to effectively leverage cycles of learning from our broad installed base; (iii) our collaborative focus with semi-ecosystem partners, including our close-to-customer focus; (iv) our ability to identify and invest in the breadth of our product portfolio to meet technology inflections; and (v) our focus on delivering our multi-product solutions with a goal to enhance the value of Lam’s solutions to our customers.
Wafer fabrication equipment spending levels were strong in the 2025 fiscal year driven by an increase in both the memory and non-memory market segments. In the short term, volatility in the semiconductor industry environment from trade restrictions, tariffs, as well as other direct and indirect risks and uncertainties, have had, and in the future may have, a negative impact on our revenue and operating margin. 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 available market for our products and services in the deposition, etch, and clean businesses.

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On October 2, 2024, the Company effected a ten-for-one stock split of its common stock and a proportional increase in the number of authorized shares. All references made to share or per share amounts throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations have been retroactively adjusted to reflect the stock split.
The following table summarizes certain key financial information for the periods indicated below:

  Year Ended  Change
June 29,
2025 June 30,
2024 June 25,
2023 FY25 vs. FY24 FY24 vs. FY23

  (in thousands, except per share data, percentages and basis points)
Revenue $ 18,435,591  $ 14,905,386  $ 17,428,516  $ 3,530,205  23.7  % $ (2,523,130) (14.5) %
Gross margin $ 8,979,059  $ 7,052,791  $ 7,776,925  $ 1,926,268  27.3  % $ (724,134) (9.3) %
Gross margin as a percent of total revenue 48.7  % 47.3  % 44.6  % + 140 bps + 270 bps
Total operating expenses $ 3,078,091  $ 2,788,878  $ 2,602,065  $ 289,213  10.4  % $ 186,813  7.2  %
Net income $ 5,358,217  $ 3,827,772  $ 4,510,931  $ 1,530,445  40.0  % $ (683,159) (15.1) %
Net income per diluted share $ 4.15  $ 2.90  $ 3.32  $ 1.25  43.1  % $ (0.42) (12.7) %

Fiscal year 2025 revenue increased 23.7% compared to fiscal year 2024, driven by strong customer demand for semiconductor equipment systems as well as customer support-related revenues from customer investments across memory and non-memory markets. Gross margin as a percentage of revenue increased in fiscal year 2025 compared to fiscal year 2024 largely due to improved factory efficiencies and favorable product mix, partially offset by increased transformational charges. The increase in operating expenses in fiscal year 2025 compared to fiscal year 2024 was driven by higher employee-related costs primarily as a result of increased headcount, increased spending on transformational activities, and higher outside service expense.
Fiscal year 2024 revenue decreased 14.5% compared to fiscal year 2023. Systems and customer-support related revenues declined in fiscal year 2024 primarily from weakness in the non-volatile memory market, partially offset by strength in DRAM a s well as increased revenue generation from our China regional customers. Gross margin as a percentage of revenue increased in fiscal year 2024 compared to fiscal year 2023 largely due to a more favorable customer mix, lower spending on material costs, and higher field resource utilization, partially offset by lower factory efficiencies. The increase in operating expenses in fiscal year 2024 compared to fiscal year 2023 was driven by higher employee-related costs primarily as a result of increased research and development-related headcount, increased spending on transformational activities, higher deferred compensation plan-related costs, and increased spending on supplies.
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.
Our cash and cash equivalents and restricted cash balances totaled approximately $6.4 billion as of June 29, 2025, compared to $5.9 billion as of June 30, 2024. Cash flows provided from operating activities were $6.2 billion for fiscal year 2025 compared to $4.7 billion for fiscal year 2024. Cash flows provided from operating activities in fiscal year 2025 were primarily used for $3.4 billion in treasury stock purchases, including net share settlement of employee stock-based compensation; $1.1 billion in dividends paid to our stockholders; $759 million of capital expenditures; and $507 million of principal payment on debt instruments and debt issuance costs.

Results of Operations
Revenue

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
Revenue (in millions) $ 18,436  $ 14,905  $ 17,429 
China 34  % 42  % 26  %
Korea 22  % 19  % 20  %
Taiwan 19  % 11  % 20  %
Japan 10  % 10  % 10  %
United States 7  % 7  % 9  %
Southeast Asia 5  % 6  % 8  %
Europe 3  % 5  % 7  %

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Revenue increased in fiscal year 2025 compared to fiscal year 2024 due to increased equipment spending by our customers across Memory and Foundry market segments as well as increased customer support-related revenue for upgrades, spares, and services. Revenue decreased in fiscal year 2024 compared to fiscal year 2023 mainly due to decreases in non-volatile memory spending, partially offset by increases in DRAM spending by our customers.
The deferred revenue balance increased to $2.7 billion as of June 29, 2025 compared to $1.6 billion as of June 30, 2024 primarily due to an increase in advance deposits from newer customers.
The following table presents our revenue disaggregated between system and customer support-related revenue:

Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
(in thousands)
Systems Revenue $ 11,491,280  $ 8,921,643  $ 10,695,897 
Customer support-related revenue and other 6,944,311  5,983,743  6,732,619 
$ 18,435,591  $ 14,905,386  $ 17,428,516 

Please refer to Note 4: Revenue of our Consolidated Financial Statements in Part II, Item 8 of this 2025 Form 10-K for additional information regarding the composition of the two categories into which revenue has been disaggregated.
The percentage of leading- and non-leading-edge equipment and upgrade revenue from each of the markets we serve was as follows:  

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
Foundry 45  % 40  % 38  %
Memory 42  % 42  % 42  %
Logic/integrated device manufacturing 13  % 18  % 20  %

Gross Margin

  Year Ended Change
June 29,
2025 June 30,
2024 June 25,
2023 FY25 vs. FY24 FY24 vs. FY23

  (in thousands, except percentages and basis points)
Gross margin $ 8,979,059  $ 7,052,791  $ 7,776,925  $ 1,926,268  27.3  % $ (724,134) (9.3) %
Percent of revenue 48.7  % 47.3  % 44.6  % + 140 bps + 270 bps

The increase in gross margin as a percentage of revenue for fiscal year 2025 compared to fiscal year 2024 was largely due to improved factory efficiencies and favorable product mix, partially offset by increased transformational charges.
The increase in gross margin as a percentage of revenue for fiscal year 2024 compared to fiscal year 2023 was due to a more favorable customer mix, reduced spending on material costs, and higher field resource utilization, partially offset by lower factory efficiencies.
Research and Development

  Year Ended Change
June 29,
2025 June 30,
2024 June 25,
2023 FY25 vs. FY24 FY24 vs. FY23

  (in thousands, except percentages and basis points)
Research & development $ 2,096,387  $ 1,902,444  $ 1,727,162  $ 193,943  10.2  % $ 175,282  10.1  %
Percent of revenue 11.4  % 12.8  % 9.9  % - 140 bps + 290 bps

We continued to make significant R&D investments focused on leading-edge deposition, etch, clean, and other semiconductor manufacturing processes. The increase in R&D expense during fiscal year 2025 compared to fiscal year 2024 was primarily driven by an increase of $118 million in employee-related costs mainly as a result of increased headcount and $35 million in higher outside service expense, inclusive of transformational and lab-related activities.

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The increase in R&D expense during fiscal year 2024 compared to fiscal year 2023 was primarily driven by an increase of $58 million in employee-related costs primarily as a result of increased headcount, $33 million in spending for supplies, $18 million in deferred compensation plan-related costs, and $13 million in spending for transformational activities.
Selling, General, and Administrative

  Year Ended Change
June 29,
2025 June 30,
2024 June 25,
2023 FY25 vs. FY24 FY24 vs. FY23

  (in thousands, except percentages and basis points)
Selling, general, and administrative ("SG&A") $ 981,704  $ 868,247  $ 832,753  $ 113,457  13.1  % $ 35,494  4.3  %
Percent of revenue 5.3  % 5.8  % 4.8  % - 50 bps + 100 bps

The increase in SG&A expense during fiscal year 2025 compared to fiscal year 2024 was primarily driven by an increase of $112 million in employee-related costs as a result of increased headcount.
The increase in SG&A expense during fiscal year 2024 compared to fiscal year 2023 was primarily driven by an increase of $30 million in transformational activity spend.
Restructuring Charges, Net

  Year Ended Change
June 29,
2025 June 30,
2024 June 25,
2023 FY25 vs. FY24 FY24 vs. FY23

  (in thousands, except percentages and basis points)
Restructuring charges, net $ —  $ 61,562  $ 120,316  $ (61,562) (100.0) % $ (58,754) (48.8) %
Percent of revenue —  % 0.4  % 0.7  % - 40 bps - 30 bps

In fiscal year 2023, we initiated a restructuring plan, that continued into fiscal year 2024, designed to better align our cost structure with our outlook for the economic environment and business opportunities. Under the plan, we terminated approximately 1,760 employees, incurring expenses related to employee severance and separation costs. Employee severance and separation costs are primarily related to severance, non-cash severance, including equity award compensation expense, pension and other termination benefits. Additionally, we made a strategic decision to relocate certain manufacturing activities to pre-existing facilities. The restructuring plan was substantially complete as of June 30, 2024.
Restructuring charges decreased during fiscal year 2024 compared to fiscal year 2023 primarily due to lower employee severance and separation costs. Please refer to Note 20: Restructuring charges, Net of our Consolidated Financial Statements in Part II, Item 8 of this 2025 Form 10-K for additional information.
Other Income (Expense), Net
Other income (expense), net, consisted of the following:

  Year Ended Change
June 29,
2025 June 30,
2024 June 25,
2023 FY25 vs. FY24 FY24 vs. FY23

  (in thousands, except percentages)
Interest income $ 231,331  $ 251,938  $ 138,984  $ (20,607) (8.2) % $ 112,954  81.3  %
Interest expense (178,203) (185,236) (186,462) $ 7,033  (3.8) % $ 1,226  (0.7) %
Gains on deferred compensation plan related assets, net 39,121  58,767  20,186  $ (19,646) (33.4) % $ 38,581  191.1  %

Foreign exchange losses, net (26,412) (4,837) (7,078) $ (21,575) 446.0  % $ 2,241  (31.7) %
Other, net (8,676) (24,323) (31,280) $ 15,647  (64.3) % $ 6,957  (22.2) %
$ 57,161  $ 96,309  $ (65,650) $ (39,148) (40.6) % $ 161,959  (246.7) %

Interest income decreased in fiscal year 2025 compared to fiscal year 2024 primarily due to lower interest rates, partially offset by higher cash balances. Interest income increased in fiscal year 2024 compared to fiscal year 2023 primarily because of higher yields and higher cash balances.
Interest expense decreased in fiscal year 2025 compared to fiscal year 2024 primarily due to the maturity of $500 million of the Company’s senior notes in March 2025. Interest expense was flat in fiscal year 2024 compared to fiscal year 2023.

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The gains on deferred compensation plan related assets, net 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 variation in other, net for the fiscal year 2025 compared to fiscal years 2024 and 2023 was primarily driven by fluctuations in the fair market value of equity investments.
Income Tax Expense
Our provision for income taxes and effective tax rate for the periods indicated were as follows:

  Year Ended Change
June 29,
2025 June 30,
2024 June 25,
2023 FY25 vs. FY24 FY24 vs. FY23

  (in thousands, except percentages and basis points)
Income tax expense $ 599,912  $ 532,450  $ 598,279  $ 67,462  12.7  % $ (65,829) (11.0) %
Effective tax rate 10.1  % 12.2  % 11.7  % - 210 bps + 50 bps

The decrease in the effective tax rate in fiscal year 2025 as compared to fiscal year 2024 was primarily due to the recognition of previously unrecognized tax benefits from lapses of statutes of limitation in fiscal year 2025 and the change in level and proportion of income in higher and lower tax jurisdictions.
The increase in the effective tax rate in fiscal year 2024 compared to fiscal year 2023 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 of our Consolidated Financial Statements in Part II, Item 8 of this 2025 Form 10-K.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law by U.S. President Donald Trump. The impact on income taxes due to change in legislation is required, under Accounting Standards Codification (“ASC”) 740, Income Taxes, to be recognized in the period in which the law is enacted, which is during our fiscal year 2026. In general, the OBBBA introduces changes to U.S. taxation, including changes in the taxation of non-U.S. income. We are currently assessing the potential implications of these changes to our fiscal year 2026 Consolidated Financial Statements.
Deferred 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. Our gross deferred tax assets were $1,897 million and $1,516 million at the end of fiscal years 2025 and 2024, respectively. These gross deferred tax assets were offset by gross deferred tax liabilities of $197 million and $218 million and a valuation allowance primarily representing our entire California deferred tax asset balance due to the single sales factor apportionment resulting in lower taxable income in California of $424 million and $389 million at the end of fiscal years 2025 and 2024, respectively. The change in gross deferred tax assets, gross deferred tax liabilities, and valuation allowance between fiscal year 2025 and 2024 is primarily due to increases in gross deferred tax assets for outside basis differences of foreign subsidiaries.
We evaluate if the deferred tax assets are realizable on a quarterly basis and will continue to assess the need for changes in valuation allowances, if any.
Uncertain Tax Positions
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.

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Critical Accounting Policies and Estimates
A critical accounting policy is defined as one that has both a material impact on our financial condition and results of operations and requires us to make difficult, complex and/or subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make certain judgments, estimates and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates and assumptions on historical experience and on various other assumptions we believe to be applicable and evaluate them on an ongoing basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates, which could have a material impact on our business, results of operations, and financial condition. Our critical accounting estimates include:

• the recognition and valuation of revenue;
• the valuation of inventory, which impacts gross margin; and
• the recognition and measurement of current and deferred income taxes, including the measurement of uncertain tax positions, which impact our provision for income tax expenses.
We believe that the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements regarding the critical accounting estimates indicated above. See Note 2: Summary of Significant Accounting Policies of our Consolidated Financial Statements in Part II, Item 8 of this 2025 Form 10-K for additional information regarding our accounting policies.
Revenue Recognition: We generally consider documentation of terms with an approved purchase order as a customer contract, provided that collection is considered probable, which is assessed based on the creditworthiness of the customer as determined by credit checks, payment histories, and/or other circumstances. The transaction price for our contracts with customers is allocated among the identified performance obligations and consists of both fixed and variable consideration provided it is probable that a significant reversal of revenue will not occur when the uncertainty related to variable consideration is resolved. Fixed consideration includes amounts to be contractually billed to the customer while variable consideration includes estimates for discounts and credits for future usage which are based on contractual terms outlined in volume purchase agreements and other factors known at the time. We generally invoice customers at shipment and for professional services as provided. 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.
Inventory Valuation: Inventories are stated at the lower of cost or net realizable value using standard costs that approximate actual cost on a first-in, first-out basis. Inventory in excess of management’s estimated usage requirement and obsolete inventory is written down to its estimated net realizable value if less than cost. Estimates of net realizable value include but are not limited to customer demand, management’s forecasts related to our future manufacturing schedules, technological and/or market obsolescence, general semiconductor market conditions, and possible alternative uses.
Income Taxes: Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. The assessment of valuation allowances against our deferred tax assets includes estimation and judgement with respect to future operating results and market conditions. We have an accounting policy election to record deferred taxes related to Global Intangible Low-Taxed Income (“GILTI”).
We recognize the benefit from a tax position only if it is more likely than not that the position will be sustained upon audit based solely on the technical merits of the tax position. We have a policy to include interest and penalties related to uncertain tax positions as a component of income tax expense.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note 3: Recent Accounting Pronouncements of our Consolidated Financial Statements, included in Part II, Item 8 of this 2025 Form 10-K.

Liquidity and Capital Resources
Total gross cash, cash equivalents, and restricted cash balances were $6.4 billion at the end of fiscal year 2025 compared to $5.9 billion at the end of fiscal year 2024. This increase was primarily due to cash provided by operating activities, partially offset by Common Stock repurchases in connection with our stock repurchase program, dividends paid, capital expenditures, and principal payments on debt instruments.

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Cash Flows from Operating Activities
Net cash provided by operating activities of $6.2 billion during fiscal year 2025 consisted of (in thousands):

Net income $ 5,358,217 
Non-cash charges:
Depreciation and amortization 386,277 
Deferred income taxes (363,247)
Equity-based compensation expense 343,371 

Changes in operating asset and liability accounts 441,801 
Other 6,845 
$ 6,173,264 

Significant changes in operating asset and liability accounts, net of foreign exchange impact, included the following sources of cash: increases in deferred gross profit of $1.1 billion, accrued expenses and other liabilities of $328 million, and accounts payable of $212 million. These sources of cash are offset by the following uses of cash: increases in accounts receivable of $859 million, prepaid expenses and other current assets of $207 million, and inventory of $181 million.
Cash Flows from Investing Activities
Net cash used for investing activities during fiscal year 2025 was $708 million, primarily consisting of $759 million in capital expenditures.
Cash Flows from Financing Activities
Net cash used for financing activities during fiscal year 2025 was $4,937 million, primarily consisting of $3,422 million in Common Stock repurchases, including net share settlement on employee stock-based compensation; $1,150 million of dividends paid; and $507 million of principal payments on debt instrument and debt issuance costs, partially offset by $143 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 29, 2025, 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 March 2025, $500 million principal value of our 2025 Notes were settled upon maturity using available cash on hand.
In January 2025, we entered into a Third Amended and Restated Credit Agreement. The amendment increased the unsecured revolving credit facility commitment from $1.5 billion to $2.0 billion and extended the maturity of the facility from June 2026 to January 2030. The facility provides for an expansion option that will allow us, subject to certain requirements, to request an increase in the facility of up to an additional $750 million, for a potential total commitment of $2.75 billion. Please refer to Note 14, “Long-term Debt and Other Borrowing s" to our Consolidated Financial Statements, included in Part II, Item 8 of this 2025 Form 10-K for additional information.
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.

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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 2025 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 2025 Form 10-K for further discussion. In addition, in the ordinary course of business, we issue purchase orders based on estimates of our production needs, many times well in advance of delivery dates. The commitments under these open purchase orders are not included in the off-balance sheet commitments disclosed in the Notes to the Consolidated Financial Statements, as we generally have the option to cancel the purchase orders at our convenience, reschedule, and/or adjust quantities based on our business needs. As of June 29, 2025, we expect to fulfill approximately $387 million within one year related to these arrangements.

Item 7A.         Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Long-Term Debt
As of June 29, 2025, we had $4.5 billion in principal amount of fixed-rate long-term debt outstanding, with a fair value of $3.9 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 29, 2025, 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 29, 2025, 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 changes in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge contract fully covers the intercompany and trade receivable balances.

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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 29, 2025, June 30, 2024, and June 25, 2023 38

Consolidated Statements of Comprehensive Income — Years Ended June 29, 2025, June 30, 2024, and June 25, 2023 39

Consolidated Balance Sheets — June 29, 2025, and June 30, 2024 40

Consolidated Statements of Cash Flows — Years Ended June 29, 2025, June 30, 2024, and June 25, 2023 41

Consolidated Statements of Stockholders’ Equity — Years Ended June 29, 2025, June 30, 2024, and June 25, 2023 43

Notes to Consolidated Financial Statements 44

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
67

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LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
Revenue $ 18,435,591   $ 14,905,386   $ 17,428,516  
Cost of goods sold 9,456,532   7,809,220   9,573,425  
Restructuring charges, net - cost of goods sold —   43,375   78,166  
Total cost of goods sold 9,456,532   7,852,595   9,651,591  
Gross margin 8,979,059   7,052,791   7,776,925  
Research and development 2,096,387   1,902,444   1,727,162  
Selling, general, and administrative 981,704   868,247   832,753  
Restructuring charges, net - operating expenses —   18,187   42,150  
Total operating expenses 3,078,091   2,788,878   2,602,065  
Operating income 5,900,968   4,263,913   5,174,860  
Other income (expense), net 57,161   96,309   ( 65,650 )
Income before income taxes 5,958,129   4,360,222   5,109,210  
Income tax expense ( 599,912 ) ( 532,450 ) ( 598,279 )
Net income $ 5,358,217   $ 3,827,772   $ 4,510,931  
Net income per share:
Basic $ 4.17   $ 2.91   $ 3.33  
Diluted $ 4.15   $ 2.90   $ 3.32  
Number of shares used in per share calculations:
Basic 1,286,101   1,314,102   1,354,715  
Diluted 1,290,142   1,319,949   1,358,336  

See Notes to Consolidated Financial Statements

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LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
Net income $ 5,358,217   $ 3,827,772   $ 4,510,931  
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 44,282   ( 29,080 ) 6,858  
Cash flow hedges:
Net unrealized gains during the period 20,758   20,370   10,413  
Net losses (gains) reclassified into net income 7,173   ( 27,370 ) ( 9,411 )
27,931   ( 7,000 ) 1,002  
Available-for-sale investments:
Net unrealized gains during the period —   314   1,491  
Net gains reclassified into net income —   ( 10 ) ( 158 )
—   304   1,333  
Defined benefit plans, net change in unrealized component ( 4,208 ) 6,054   83  
Other comprehensive income (loss), net of tax 68,005   ( 29,722 ) 9,276  
Comprehensive income $ 5,426,222   $ 3,798,050   $ 4,520,207  

See Notes to Consolidated Financial Statements

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LAM RESEARCH CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
 

June 29,
2025 June 30,
2024
ASSETS:
Cash and cash equivalents $ 6,390,659   $ 5,847,856  

Accounts receivable, less allowance of $ 6,496 as of June 29, 2025 and $ 5,277 as of June 30, 2024
3,378,071   2,519,250  
Inventories 4,307,991   4,217,924  
Prepaid expenses and other current assets 440,274   298,190  
Total current assets 14,516,995   12,883,220  
Property and equipment, net 2,428,744   2,154,518  
Goodwill and intangible assets, net 1,808,685   1,765,073  

Other assets 2,590,836   1,941,917  
Total assets $ 21,345,260   $ 18,744,728  
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Trade accounts payable $ 854,208   $ 613,966  
Accrued expenses and other current liabilities 2,394,366   1,801,877  
Deferred profit 2,565,540   1,417,781  
Current portion of long-term debt and finance lease obligations 754,311   504,814  
Total current liabilities 6,568,425   4,338,438  
Long-term debt and finance lease obligations 3,730,194   4,478,520  
Income taxes payable 603,412   813,304  
Other long-term liabilities 581,610   575,012  
Total liabilities 11,483,641   10,205,274  
Commitments and contingencies

Stockholders’ equity:
Preferred stock, at par value of $ 0.001 per share; authorized - 5,000 shares, none outstanding
—   —  
Common stock, at par value of $ 0.001 per share; authorized 4,000,000 shares as of June 29, 2025 and June 30, 2024; issued and outstanding 1,268,740 shares as of June 29, 2025, and 1,303,769 shares as of June 30, 2024
1,268   1,304  
Additional paid-in capital 8,697,290   8,223,046  
Treasury stock, at cost, 1,687,582 shares as of June 29, 2025, and 1,648,239 shares as of June 30, 2024
( 27,763,430 ) ( 24,365,783 )
Accumulated other comprehensive loss ( 62,423 ) ( 130,428 )
Retained earnings 28,988,914   24,811,315  
Total stockholders’ equity 9,861,619   8,539,454  
Total liabilities and stockholders’ equity $ 21,345,260   $ 18,744,728  

See Notes to Consolidated Financial Statements

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LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)  

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,358,217   $ 3,827,772   $ 4,510,931  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 386,277   359,699   342,432  
Deferred income taxes ( 363,247 ) ( 198,981 ) ( 172,061 )
Equity-based compensation expense 343,371   293,058   286,600  

Other, net 6,845   10,243   52,298  
Changes in operating asset and liability accounts:
Accounts receivable, net of allowance ( 858,748 ) 303,443   1,452,256  
Inventories ( 180,733 ) 528,723   ( 961,968 )
Prepaid expenses and other assets ( 206,729 ) ( 15,535 ) 136,016  
Trade accounts payable 212,000   125,939   ( 522,200 )
Deferred profit 1,147,759   ( 277,440 ) 163,467  
Accrued expenses and other liabilities 328,252   ( 304,652 ) ( 108,833 )
Net cash provided by operating activities 6,173,264   4,652,269   5,178,938  
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets ( 759,186 ) ( 396,670 ) ( 501,568 )
Business acquisitions, net of cash acquired —   —   ( 119,955 )

Proceeds from maturities of available-for-sale securities —   34,336   91,295  
Proceeds from sales of available-for-sale securities —   3,430   6,837  

Other, net 51,094   ( 11,710 ) ( 11,171 )
Net cash used for investing activities ( 708,092 ) ( 370,614 ) ( 534,562 )

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  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and finance lease obligations and payments for debt issuance costs $ ( 507,488 ) $ ( 256,104 ) $ ( 23,206 )

Treasury stock purchases ( 3,422,321 ) ( 2,842,807 ) ( 2,017,012 )
Dividends paid ( 1,149,542 ) ( 1,018,915 ) ( 907,907 )
Reissuances of treasury stock related to employee stock purchase plan 140,113   119,966   109,899  
Proceeds from issuance of common stock 2,452   15,553   11,111  
Other, net 143   ( 13,543 ) ( 3,552 )
Net cash used for financing activities ( 4,936,643 ) ( 3,995,850 ) ( 2,830,667 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 28,324   ( 22,374 ) 128  
Net change in cash, cash equivalents and restricted cash 556,853   263,431   1,813,837  
Cash, cash equivalents and restricted cash at beginning of year (1) 5,850,803   5,587,372   3,773,535  
Cash, cash equivalents and restricted cash at end of year (1) $ 6,407,656   $ 5,850,803   $ 5,587,372  
Schedule of non-cash transactions
Accrued payables for stock repurchases, including applicable excise tax $ 38,525   $ 51,471   $ 45,486  
Accrued payables for capital expenditures 80,799   60,826   31,899  
Dividends payable 291,981   260,905   231,267  
Transfers of finished goods inventory to property and equipment 90,873   71,267   76,856  
Supplemental disclosures:
Cash payments for interest $ 172,355   $ 173,094   $ 174,745  
Cash payments for income taxes, net 972,513   991,821   809,748  

Reconciliation of cash, cash equivalents, and restricted cash June 29,
2025 June 30,
2024 June 25,
2023
Cash and cash equivalents $ 6,390,659   $ 5,847,856   $ 5,337,056  
Restricted cash and cash equivalents (1) 16,997   2,947   250,316  
Total cash, cash equivalents, and restricted cash $ 6,407,656   $ 5,850,803   $ 5,587,372  

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

See Notes to Consolidated Financial Statements

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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 26, 2022 1,369,750   $ 1,370   $ 7,412,668   $ ( 19,480,414 ) $ ( 109,982 ) $ 18,454,724   $ 6,278,366  
Issuance of common stock 6,149   6   11,105   —  —  —  11,111  
Purchase of treasury stock ( 46,091 ) ( 46 ) —  ( 2,062,406 ) —  —  ( 2,062,452 )
Reissuance of treasury stock 3,158   3   96,376   13,520   —  —  109,899  
Equity-based compensation expense —  —  286,600   —  —  —  286,600  
Net income —  —  —  —  —  4,510,931   4,510,931  
Other comprehensive income —  —  —  —  9,276   —  9,276  
Cash dividends declared ($ 0.69 per common share)
—  —  —  —  —  ( 933,559 ) ( 933,559 )
Balance at June 25, 2023 1,332,966   1,333   7,806,749   ( 21,529,300 ) ( 100,706 ) 22,032,096   8,210,172  
Issuance of common stock 5,243   5   15,548   —  —  —  15,553  
Purchase of treasury stock ( 37,241 ) ( 37 ) —  ( 2,848,755 ) —  —  ( 2,848,792 )
Reissuance of treasury stock 2,801   3   107,691   12,272   —  —  119,966  
Equity-based compensation expense —  —  293,058   —  —  —  293,058  
Net income —  —  —  —  —  3,827,772   3,827,772  
Other comprehensive loss —  —  —  —  ( 29,722 ) —  ( 29,722 )
Cash dividends declared ($ 0.80 per common share)
—  —  —  —  —  ( 1,048,553 ) ( 1,048,553 )
Balance at June 30, 2024 1,303,769   1,304   8,223,046   ( 24,365,783 ) ( 130,428 ) 24,811,315   8,539,454  
Issuance of common stock 4,315   4   2,448   —  —  —  2,452  
Purchase of treasury stock ( 41,812 ) ( 42 ) —  ( 3,409,333 ) —  —  ( 3,409,375 )
Reissuance of treasury stock 2,468   2   128,425   11,686   —  —  140,113  
Equity-based compensation expense —  —  343,371   —  —  —  343,371  
Net income —  —  —  —  —  5,358,217   5,358,217  
Other comprehensive income —  —  —  —  68,005   —  68,005  
Cash dividends declared ($ 0.92 per common share)
—  —  —  —  —  ( 1,180,618 ) ( 1,180,618 )
Balance at June 29, 2025 1,268,740   $ 1,268   $ 8,697,290   $ ( 27,763,430 ) $ ( 62,423 ) $ 28,988,914   $ 9,861,619  

See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 29, 2025

Note 1: Company and Industry Information
The Company designs, manufactures, markets, refurbishes, and services semiconductor processing equipment used in the fabrication of integrated circuits. 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.
The Company sells its products and services primarily to companies involved in the production of semiconductors in the United States, China, Europe, Japan, Korea, Southeast Asia, and Taiwan.
The semiconductor industry is cyclical in nature and has historically experienced periodic downturns and upturns. Today’s leading indicators of changes in customer investment patterns, such as electronics demand, memory pricing, and foundry utilization rates, may not be any more reliable than in prior years. Demand for the Company’s equipment can vary significantly from period to period as a result of various factors including, but not limited to, economic conditions; supply, demand, and prices for semiconductors; customer capacity requirements; and the Company’s ability to develop and market competitive products. For these and other reasons, the Company’s results of operations for fiscal years 2025, 2024, and 2023 may not necessarily be indicative of future operating results.
Common Stock Split: On October 2, 2024, the Company effected a ten -for-one stock split of its common stock and a proportionate increase in the number of authorized shares. All share and per share amounts throughout this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock split. The par value per share remains unchanged at $ 0.001 per share after the stock split.
Reclassification: Certain amounts for the fiscal year 2024 Consolidated Balance Sheet and notes to the financial statements have been reclassified to conform to the fiscal year 2025 presentation.

Note 2: Summary of Significant Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience and on various other assumptions it believes to be applicable and evaluates them on an ongoing basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.
Revenue Recognition: The Company generally considers documentation of terms with an approved purchase order as a customer contract, provided that collection is considered probable, which is assessed based on the creditworthiness of the customer as determined by credit checks, payment histories, and/or other circumstances. The transaction price for contracts with customers is allocated among the identified performance obligations and consists of both fixed and variable consideration provided it is probable that a significant reversal of revenue will not occur when the uncertainty related to variable consideration is resolved. Fixed consideration includes amounts to be contractually billed to the customer while variable consideration includes estimates for discounts and credits for future usage which are based on contractual terms outlined in volume purchase agreements and other factors known at the time. The Company generally invoices customers at shipment and for professional services as provided. Customer invoices are generally due within 30 to 90 days after issuance. The Company’s contracts with customers typically do not include significant financing components as the period between the transfer of performance obligations and timing of payment are generally within one year. 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.
Inventory Valuation: Inventories are stated at the lower of cost or net realizable value using standard costs that approximate actual costs on a first-in, first-out basis. Management evaluates the need to record adjustments for impairment of inventory at least quarterly. The Company’s policy is to assess the valuation of all inventories including manufacturing raw materials, work-in-process, finished goods, and spare parts in each reporting period. Inventory in excess of management’s estimated usage requirement and obsolete inventory is written down to its estimated net realizable value if less than cost. Estimates of net realizable value include but are not limited to management’s forecasts related to customer demand, the Company’s future manufacturing schedules, technological and/or market obsolescence, general semiconductor market conditions, and possible alternative uses. If future customer demand or market conditions are less favorable than the Company’s projections, additional inventory write-downs may be required and would be reflected in cost of goods sold in the period in which the revision is made.

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Warranty: Typically, the sale of semiconductor capital equipment includes providing parts and service warranties to customers as part of the overall price of the system. The Company provides standard warranties for its systems. The Company records a provision for estimated warranty expenses to cost of sales for each system when it recognizes revenue. The Company does not maintain general or unspecified reserves; all warranty reserves are related to specific systems. All actual or estimated parts and labor costs incurred in subsequent periods are charged to those established reserves on a system-by-system basis.
While the Company periodically monitors the performance and cost of warranty activities, if actual costs incurred are different than its estimates, the Company may recognize adjustments to provisions in the period in which those differences arise or are identified.
Equity-based Compensation — Employee Stock Plans: The Company recognizes the fair value of equity-based compensation expense. The Company determines the fair value of its service-based restricted stock units based upon the fair market value of the Company’s Common Stock at the date of grant, discounted for dividends, and estimates the fair value of its market-based performance restricted stock units using a Monte Carlo simulation model at the date of the grant. The Company estimates the fair value of its stock options using a Black-Scholes option valuation model. This model requires the input of subjective assumptions, including expected stock price volatility and the estimated life of each award. The Company amortizes the fair value of equity-based awards over the vesting periods of the award and has elected to use the straight-line method of amortization.
Income Taxes: Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. Realization of its net deferred tax assets is dependent on future taxable income. The Company believes it is more likely than not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time. In the event that the Company determines that it will not be able to realize all or part of its net deferred tax assets, an adjustment will be charged to earnings in the period such determination is made. Likewise, if the Company later determines that it is more likely than not that the deferred tax assets will be realized, then the previously provided valuation allowance will be reversed. The Company has an accounting policy election to record deferred taxes related to GILTI.
The Company recognizes the benefit from a tax position only if it is more likely than not that the position will be sustained upon audit based solely on the technical merits of the tax position. The Company has a policy to include interest and penalties related to uncertain tax positions as a component of income tax expense.
Goodwill and Intangible Assets : The valuation of intangible assets acquired in a business combination requires the use of management estimates including but not limited to estimating future expected cash flows from assets acquired and determining discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available. The Company amortizes intangible assets with estimable useful lives over their respective estimated useful lives.
Goodwill represents the amount by which the purchase price in each business combination exceeds the fair value of the net tangible and identifiable intangible assets acquired. Each component of the Company for which discrete financial information is available and for which management regularly reviews the results of operations is considered a reporting unit. All goodwill acquired in a business combination is assigned to one or more reporting units as of the acquisition date. Goodwill is assigned to the Company’s reporting units that are expected to benefit from the synergies of the combination. The goodwill assigned to a reporting unit is the difference between the acquisition consideration assigned to the reporting unit on a relative fair value basis and the fair value of acquired assets and liabilities that can be specifically attributed to the reporting unit.
The Company reviews goodwill at least annually for impairment during the fourth quarter of each fiscal year and if certain events or indicators of impairment occur between annual impairment tests. When reviewing goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In performing a qualitative assessment, it considers business conditions and other factors including, but not limited to (i) adverse industry or economic trends, (ii) restructuring actions and lower projections that may impact future operating results, (iii) sustained decline in share price, and (iv) overall financial performance and other events affecting the reporting units. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative impairment test is performed by estimating the fair value of the reporting unit and comparing it to its carrying value, including goodwill allocated to that reporting unit. The Company did no t record impairments of goodwill during the years ended June 29, 2025, June 30, 2024, or June 25, 2023.
Impairment of Long-lived Assets (Excluding Goodwill): The Company reviews intangible assets whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets is less than their carrying value. If the sum is less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals, or other methods. The Company recognizes an impairment charge to the extent the fair value attributable to the asset are less than the asset’s carrying value. The fair value of the asset then becomes the asset’s new carrying value, which the Company depreciates over the remaining estimated useful life of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value. For the periods presented,

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impairment of long-lived assets were no 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.
Fiscal Year: The Company follows a 52/53-week fiscal reporting calendar, and its fiscal year ends on the last Sunday of June each year. The Company’s fiscal years ending on June 29, 2025 and June 25, 2023 included 52 weeks, and the fiscal year ended June 30, 2024 included 53 weeks.
Principles of Consolidation: The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Cash Equivalents and Investments: Investments purchased with an original maturity of three months or less are considered cash equivalents. The Company also invests in certain mutual funds, which include equity and fixed-income securities, related to its obligations under its deferred compensation plan, and such investments are classified as trading securities on the Consolidated Balance Sheets. All of the Company’s other investments are classified as available-for-sale at the respective balance sheet dates. The Company accounts for its investment portfolio at fair value. Investments classified as trading securities are recorded at fair value based upon quoted market prices. Differences between the cost and fair value of trading securities are recognized as Other income (expense), net in the Consolidated Statement of Operations. The investments classified as available-for-sale are recorded at fair value based upon quoted market prices, and difference between the cost and fair value of available-for-sale securities is presented as a component of accumulated other comprehensive income (loss). The Company evaluates its investments with fair value less than amortized cost by first considering whether the Company has the intent to sell the security or whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. In either such situation, the difference between fair value and amortized cost is recognized as a loss in the Consolidated Statement of Operations. Where such sales are not likely to occur, the Company considers whether a portion of the loss is the result of a credit loss. To the extent such losses are the result of credit losses, those amounts are recognized in the Consolidated Statement of Operations. All other differences between fair value and amortized cost are recognized in other comprehensive income. No such losses were recognized through the Consolidated Statement of Operations during the years ended June 29, 2025, June 30, 2024 and June 25, 2023.
Allowance for Expected Credit Losses: The Company maintains an allowance for expected losses resulting from the inability of its customers to make required payments. The Company evaluates its allowance for expected credit losses based on a combination of factors. In circumstances where specific invoices are deemed uncollectible, the Company provides a specific allowance against the amount due to reduce the net recognized receivable to the amount it reasonably believes will be collected. The Company also provides allowances based on its write-off history. Bad debt expense was not material for fiscal years ended June 29, 2025, June 30, 2024, and June 25, 2023.
Property and Equipment: Property and equipment is stated at cost, less recognized impairments, if any. Equipment is depreciated by the straight-line method over the estimated useful lives of the assets, generally three to five years . Furniture and fixtures are depreciated by the straight-line method over the estimated useful lives of the assets, generally five years . Software is amortized by the straight-line method over the estimated useful lives of the assets, generally three to five years . Buildings are depreciated by the straight-line method over the estimated useful lives of the assets, generally twenty-five years . 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.
Derivative Financial Instruments: In the normal course of business, the Company’s financial position is routinely subjected to market risk associated with interest rate and foreign currency exchange rate fluctuations. The Company’s policy is to mitigate the effect of interest rate fluctuations on certain proposed debt instruments and exchange rate fluctuations on certain foreign currency denominated business exposures. The Company has a policy that allows the use of derivative financial instruments to hedge foreign currency exchange rate fluctuations on forecasted revenue and expenses and net monetary assets or liabilities denominated in various foreign currencies. The Company carries derivative financial instruments (derivatives) on the balance sheet at their fair values. The Company does not use derivatives for trading or speculative purposes. The Company does not believe that it is exposed to more than a nominal amount of credit risk in its interest rate and foreign currency hedges, as counterparties are large, global and well-capitalized financial institutions. The Company maintains an active currency hedging program and believes there is minimal risk that appropriate derivatives to maintain the Company’s hedging program would not be available in the future.
To hedge foreign currency risks, the Company uses foreign currency exchange forward and option contracts, where possible and prudent. These hedge contracts are valued using standard valuation formulas with assumptions about future foreign currency exchange rates derived from existing exchange rates, interest rates, and other market factors.
The Company considers its most current forecast in determining the level of foreign currency denominated revenue and expenses to hedge as cash flow hedges. The Company combines these forecasts with historical trends to establish the portion of its expected volume to be hedged. The revenue and expenses are hedged and designated as cash flow hedges to protect the Company from exposures to fluctuations in foreign currency exchange rates. If the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge are reclassified from Accumulated other comprehensive income (loss) to Other income (expense), net on the Consolidated Statement of Operations at that time.

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Leases: Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company includes renewals and terminations in the calculation of the right-of-use asset and liability when the provision is reasonably certain to be exercised. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future lease payments when the rate implicit in the lease is unknown.
The Company has elected the following practical expedients and accounting policy elections for accounting under ASC 842: (i) leases with an initial lease term of 12 months or less are not recorded on the balance sheet; and (ii) lease and non-lease components of a contract are accounted for as a single lease component.
Guarantees: The Company’s guarantees generally include certain indemnifications to its lessors for environmental matters, potential overdraft protection obligations to financial institutions related to one of the Company’s subsidiaries, indemnifications to the Company’s customers for certain infringement of third-party intellectual property rights by its products and services, indemnifications for its officers and directors, and the Company’s warranty obligations under sales of its products.
Government Assistance: For government grants, the Company recognizes a benefit in the Consolidated Statement of Operations, as a reduction to the expense for which the individual government grant (“Grant” or “Grants”) is designed to compensate, over the duration of the program when the Company has reasonable assurance that it will comply with the conditions under the Grant and that the Grant will be received. Grants related to investments in property and equipment are recognized as a reduction to the cost basis of the underlying assets with an ongoing reduction to depreciation expense over the assets’ estimated useful life. Operating-related grants are recorded as a reduction to expense in the same line item on the Consolidated Statements of Operation as the expenditure for which the incentive is intended to compensate.
Foreign Currency Translation: The Company’s non-U.S. subsidiaries that operate in a local currency environment, where that local currency is the functional currency, primarily generate and expend cash in their local currency. Accordingly, all balance sheet accounts of these local functional currency subsidiaries are translated into U.S. dollars at the fiscal period-end exchange rate, and income and expense accounts are translated into U.S. dollars using average rates in effect for the period, except for costs related to those balance sheet items that are translated using historical exchange rates. The resulting translation adjustments are recorded as cumulative translation adjustments and are a component of Accumulated other comprehensive income (loss). Remeasurement adjustments are recorded in Other income (expense), net, where the U.S. dollar is the functional currency.

Note 3: Recent Accounting Pronouncements
Recently Adopted or Effective
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard in fiscal year 2025 for the annual reporting period ending June 29, 2025, with retrospective disclosure of prior periods presented. The adoption of ASU 2023-07 did not have an impact on the Company’s Consolidated Financial Statements other than additional footnote disclosures. Refer to N ote 19: Segment, Geographic Information, and Major Customers .
Updates Not Yet Effective
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is required to adopt this standard prospectively in fiscal year 2026 for the annual reporting period ending June 28, 2026. The Company does not expect the adoption of ASU 2023-09 to have an impact on its Consolidated Financial Statements other than additional footnote disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregation of certain expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01 which clarified the effective date for entities that do not have an annual reporting period that ends on December 31st. The guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is required to adopt this standard in fiscal year 2028 for the annual reporting period ending June 25, 2028 either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all prior periods presented in the financial statements. The Company will apply the guidance prospectively and is currently in the process of evaluating the impact of adoption on its Consolidated Financial Statements.

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Note 4: Revenue
Disaggregation of Revenue
The following table presents the Company’s revenue disaggregated between systems and customer-support related revenue:

Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
(in thousands)
Systems Revenue $ 11,491,280   $ 8,921,643   $ 10,695,897  
Customer support-related revenue and other 6,944,311   5,983,743   6,732,619  
$ 18,435,591   $ 14,905,386   $ 17,428,516  

Systems revenue includes sales of new leading-edge equipment in deposition, etch, clean and other water fabrication markets.
Customer support-related revenue includes sales of customer service, spares, upgrades, and non-leading-edge equipment from the Company’s Reliant® product line.
The Company operates in  one  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 three primary markets: memory, foundry, and logic/integrated device manufacturing. The following table presents the percentages of leading- and non-leading-edge equipment and upgrade revenue to each of the primary markets the Company serves:

Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
Foundry 45   % 40   % 38   %
Memory 42   % 42   % 42   %
Logic/integrated device manufacturing 13   % 18   % 20   %

Deferred Revenue
Revenue of $ 988.8 million included in deferred profit at June 30, 2024 was recognized during fiscal year 2025, representing 64 % of the $ 1,551.6 million of deferred revenue as of June 30, 2024.
The following table summarizes the transaction price for contracts that have not yet been recognized as revenue as of June 29, 2025 and when the Company expects to recognize the amounts as revenue:

Less than 1 Year 1-3 Years More than 3 Years Total
(in thousands)
Deferred revenue $ 2,150,284   $ 449,095   (1) $ 81,680   (1) $ 2,681,059  

(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: Equity-based Compensation Plan
The Company has stock plans that provide for grants of non-qualified equity-based awards of the Company’s Common Stock to eligible employees and non-employee directors, including stock options, service-based restricted stock units (“service-based RSUs”), and market-based performance restricted stock units (“market-based PRSUs”). An option is a right to purchase Common Stock at a set price. A restricted stock unit award is an agreement to issue a set number of shares of Common Stock at the time of vesting. The Company also has an employee stock purchase plan that allows eligible employees to purchase its Common Stock at a discount through payroll deductions.
The Lam Research Corporation 2015 Stock Incentive Plan (the “Plan”) was approved by the stockholders and provides for the grant of non-qualified equity-based awards to eligible employees, consultants, advisors, and non-employee directors of the Company and its subsidiaries. As of the date of stockholder approval, 192,320,680 authorized shares were available for issuance under the Plan; as of June 29, 2025, 62,666,508 shar es remain available for future issuance to satisfy stock option exercises and vesting of awards.

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

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
  (in thousands)
Equity-based compensation expense $ 343,371   $ 293,058   $ 286,600  
Income tax benefit recognized related to equity-based compensation $ 22,242   $ 38,157   $ 25,794  
Income tax benefit realized from the exercise and vesting of options and RSUs $ 28,727   $ 75,441   $ 46,495  

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.
Restricted Stock Units
During fiscal years 2025, 2024, and 2023, the Company issued both service-based RSUs and market-based PRSUs. Service-based RSUs typically vest annually over a period of 3 years or less. Market-based PRSUs generally vest three years from the grant date if certain performance criteria are achieved and require continued employment.
For the majority of market-based PRSUs granted in the 2025 fiscal year, the number of shares that can be earned over the performance period is based on the Company’s total shareholder return (“TSR”) relative to other companies in the Philadelphia Semiconductor Index (“XSOX”), and ranges from 0 % to 150 % of target. Total shareholder return is a measure of stock price appreciation in the performance period, adjusted for the reinvestment of dividends. Relative TSR performance is measured using the average closing prices of each XSOX company for the 50 -trading days prior to the dates the performance period begins and ends. The target number of shares is earned based on the percentile ranking of the Company’s TSR among the TSRs for the companies making up the XSOX Index. If the Company’s TSR is negative over the performance period, the payout will be capped at 100 %, regardless of the percentile ranking.
For market-based PRSUs granted in the 2024 and 2023 fiscal years, 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 the Philadelphia Semiconductor Total Return Index (“XSOX”), and ranges from 0 % to 150 % of target. The stock price performance or market price performance is measured using the average closing price for the 50 -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 2 % of target for each 1 % that Common Stock price performance exceeds the market price performance of the designated benchmark index.
The following table summarizes the Company’s combined service-based RSUs and market-based PRSUs:

Number of
Shares
(in thousands) Weighted-Average
Grant Date Fair Value
Outstanding, June 30, 2024 9,228   $ 65.59  
Granted 4,218   76.25  
Vested ( 4,192 ) 59.63  
Forfeited or canceled ( 290 ) 66.00  
Outstanding, June 29, 2025 8,964   $ 74.09  

Of the 8,964 thousand shares outstanding at June 29, 2025, 7,212 thousand are service-based RSUs and 1,752 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 2025, 2024, and 2023 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 $ 85.18 , $ 102.77 , and $ 46.62 , respectively. The total fair value of service-based RSUs and market-based RSUs that vested during fiscal years 2025, 2024, and 2023 was $ 249.9 million, $ 242.8 million, and $ 224.4 million, respectively.
 As of June 29, 2025, the Company had $ 521.3 million of total unrecognized compensation expense which is expected to be recognized over a weighted-average remaining period of approximately 2.2 years.

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Stock Options
The Company granted stock options with a 7 -year maximum contractual term to a limited group of executive officers during fiscal years 2025, 2024, and 2023. Stock options typically vest over a period of three years or less. The Company had 1,285 thousand options outstanding at June 29, 2025 with a weighted-average exercise price of $ 57.53 per share, of which 950  thousand were exercisable with a weighted-average exercise price of $ 49.90 per share. As of June 29, 2025, the Company had $ 8.8 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 1.6 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 85 % 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 12 months and contains one interim purchase date.
During fiscal year 2025, approximately 2,468 thousand shares of the Company’s Common Stock were sold to employees under the ESPP. At June 29, 2025, approximately 48.4 million shares were available for purchase, and the Company had $ 47.0 million of total unrecognized compensation cost, which is expected to be recognized over a remaining period of less than ten months .

Note 6: Other Income (Expense), Net
The significant components of Other income (expense), net, were as follows:

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
(in thousands)
Interest income $ 231,331   $ 251,938   $ 138,984  
Interest expense ( 178,203 ) ( 185,236 ) ( 186,462 )
Gains on deferred compensation plan related assets, net 39,121   58,767   20,186  

Foreign exchange losses, net ( 26,412 ) ( 4,837 ) ( 7,078 )
Other, net ( 8,676 ) ( 24,323 ) ( 31,280 )
$ 57,161   $ 96,309   $ ( 65,650 )

Interest income in the year ended June 29, 2025 decreased compared to the year ended June 30, 2024 primarily due to lower interest rates, partially offset by higher cash balances. Interest income in the year ended June 30, 2024 increased compared to the year ended June 25, 2023, primarily as a result of higher yields and higher cash balances.
Interest expense decreased in fiscal year 2025 compared to fiscal year 2024 primarily due to the maturity of $ 500 million of the Company’s senior notes in March 2025. Interest expense was flat in fiscal year 2024 compared to fiscal year 2023.
The gains on deferred compensation plan related assets, net in fiscal years 2025, 2024 and 2023 were driven by fluctuations in the fair market value of the underlying funds.
The variations in other, net for the year ended June 29, 2025 compared to the years ended June 30, 2024 and June 25, 2023 were primarily driven by fluctuations in the fair market value of equity investments.

Note 7: Income Taxes
The components of income before income taxes were as follows:

Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
  (in thousands)
United States $ 219,435   $ 282,736   $ 151,759  
Foreign 5,738,694   4,077,486   4,957,451  
$ 5,958,129   $ 4,360,222   $ 5,109,210  

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Significant components of the provision (benefit) for income taxes attributable to income before income taxes were as follows:

Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
  (in thousands)
Federal:
Current $ 701,819   $ 566,106   $ 541,416  
Deferred ( 372,783 ) ( 186,238 ) ( 136,178 )
329,036   379,868   405,238  
State:
Current 22,979   20,081   32,082  
Deferred 12,448   ( 15,118 ) ( 2,813 )
35,427   4,963   29,269  
Foreign:
Current 238,363   143,595   196,842  
Deferred ( 2,914 ) 4,024   ( 33,070 )
235,449   147,619   163,772  
Total provision for income taxes $ 599,912   $ 532,450   $ 598,279  

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. Significant components of the Company’s net deferred tax assets and liabilities were as follows:

June 29,
2025 June 30,
2024
  (in thousands)
Deferred tax assets:
Tax carryforwards $ 431,533   $ 396,036  
Allowances and reserves 216,788   189,429  
Equity-based compensation 10,813   9,981  
Inventory valuation differences 61,484   64,135  

Outside basis differences of foreign subsidiaries 1,002,861   680,598  
R&D capitalization 96,594   75,196  
Operating lease liabilities 50,722   57,972  
Intangible assets 4,831   4,908  
Other 21,099   37,878  
Gross deferred tax assets 1,896,725   1,516,133  
Valuation allowance ( 424,347 ) ( 389,315 )
Net deferred tax assets 1,472,378   1,126,818  
Deferred tax liabilities:
Capital assets ( 129,145 ) ( 142,963 )
Amortization of goodwill ( 11,102 ) ( 11,287 )

Right-of-use assets ( 50,722 ) ( 57,337 )
Other ( 6,370 ) ( 6,596 )
Gross deferred tax liabilities ( 197,339 ) ( 218,183 )
Net deferred tax assets $ 1,275,039   $ 908,635  

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Realization of the Company’s net deferred tax assets is based upon the weighting of available evidence, including such factors as the recent earnings history and expected future taxable income. The Company believes it is more likely than not that such deferred tax assets will be realized with the exception of $ 424.3 million primarily related to California deferred tax assets. At June 29, 2025, 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 29, 2025, the Company had state tax credit carryforwards of $ 642.2 million. Substantially all of these credits can be carried forward indefinitely.
A reconciliation of income tax expense provided at the federal statutory rate (21% in fiscal years 2025, 2024, and 2023) to actual income tax expense is as follows:  

Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
  (in thousands)
Income tax expense computed at federal statutory rate $ 1,251,207   $ 915,647   $ 1,072,934  
State income taxes, net of federal tax benefit ( 13,581 ) ( 37,965 ) ( 23,252 )
Foreign income taxed at different rates ( 451,199 ) ( 313,795 ) ( 430,314 )
Settlements and reductions in uncertain tax positions ( 266,805 ) ( 18,947 ) ( 28,968 )
Tax credits ( 116,699 ) ( 125,523 ) ( 103,019 )
State valuation allowance, net of federal tax benefit 42,759   44,916   49,073  
Equity-based compensation 17,391   ( 11,296 ) 15,816  
Increases in uncertain tax positions 138,029   62,333   34,661  
Other permanent differences and miscellaneous items ( 1,190 ) 17,080   11,348  

$ 599,912   $ 532,450   $ 598,279  

Effective from fiscal year 2022, the Company has a 15-year tax incentive ruling in Malaysia for one of its foreign subsidiaries. The impact of the tax incentive decreased worldwide taxes by approximately $ 584.8 million, $ 416.3 million, and $ 576.0 million for fiscal years 2025, 2024, and 2023, respectively. The benefit of the tax incentive on diluted earnings per share was approximately $ 0.45 , $ 0.32 , and $ 0.42 in fiscal years 2025, 2024, and 2023, respectively.
Earnings of the Company’s foreign subsidiaries included in consolidated retained earnings that are indefinitely reinvested in foreign operations aggregated to approximately $ 1.3 billion at June 29, 2025. If these earnings were remitted to the United States, they would be subject to foreign withholding taxes of approximately $ 152.1 million at the current statutory rates. The potential tax expense associated with these foreign withholding taxes would be offset by $ 121.7 million of foreign tax credits that would be generated in the United States upon remittance. Other potential tax consequences, such as state income inclusions of these earnings, cannot be estimated.
On July 4, 2025, the OBBBA was signed into law by U.S. President Donald Trump. The impact on income taxes due to change in legislation is required, under ASC 740, Income Taxes, to be recognized in the period in which the law is enacted, which is during the Company’s fiscal year 2026. In general, the OBBBA introduces changes to U.S. taxation, including changes in the taxation of non-U.S. income. The Company is currently assessing the potential implications of these changes to its fiscal year 2026 Consolidated Financial Statements.
The Company’s gross uncertain tax positions were $ 720.3 million, $ 723.8 million, and $ 640.2 million as of June 29, 2025, June 30, 2024, and June 25, 2023, respectively. During fiscal year 2025, gross uncertain tax positions decreased by $ 3.5 million. The amount of uncertain tax positions that, if recognized, would impact the effective tax rate was $ 604.6 million, $ 622.6 million, and $ 550.1 million, as of June 29, 2025, June 30, 2024, and June 25, 2023, respectively.

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The aggregate changes in the balance of gross uncertain tax positions were as follows:  

(in thousands)
Balance as of June 26, 2022 $ 617,373  
Settlements and effective settlements with tax authorities ( 50,238 )
Lapse of statute of limitations ( 22,103 )
Increases in balances related to tax positions taken during prior periods 5,841  
Decreases in balances related to tax positions taken during prior periods ( 4,316 )
Increases in balances related to tax positions taken during current period 93,615  
Balance as of June 25, 2023 640,172  
Settlements and effective settlements with tax authorities ( 9,548 )
Lapse of statute of limitations ( 10,114 )

Decreases in balances related to tax positions taken during prior periods ( 12,326 )
Increases in balances related to tax positions taken during current period 115,600  
Balance as of June 30, 2024 723,784  
Settlements and effective settlements with tax authorities ( 7,668 )
Lapse of statute of limitations ( 211,696 )
Increases in balances related to tax positions taken during prior periods 69,016  
Decreases in balances related to tax positions taken during prior periods ( 3,983 )
Increases in balances related to tax positions taken during current period 150,868  
Balance as of June 29, 2025 $ 720,321  

The Company had accrued $ 86.3 million, $ 105.7 million, and $ 74.4 million cumulatively for gross interest and penalties as of June 29, 2025, June 30, 2024, and June 25, 2023, respectively.
The Company is subject to audits by state and foreign tax authorities. The Company is unable to make a reasonable estimate as to when cash settlements, if any, with the relevant taxing authorities will occur.
The Company files U.S. federal, U.S. state, and foreign income tax returns. As of June 29, 2025, tax years 2005-2025 remain subject to examination in the jurisdictions where the Company operates.
The IRS is examining the Company’s U.S. federal income tax returns for the fiscal years ended June 30, 2019, June 28, 2020, and June 27, 2021. To date, no significant adjustments have been proposed by the IRS. The Company is unable to make a reasonable estimate as to when cash settlements, if any, with the IRS will occur.
The Company is in various stages of examinations in connection with all of its tax audits worldwide, and it is difficult to determine when these examinations will be settled. It is reasonably possible that over the next 12-month period the Company may experience an increase or decrease in its uncertain tax positions as a result of tax examinations or lapses of statutes of limitation. The change in uncertain tax positions as a result of lapses of statutes of limitation may range up to $ 52.9 million, excluding interest and penalties.

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Note 8: Net Income per Share
Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the treasury stock method, for dilutive stock options, and restricted stock units.
The following table reconciles the inputs to the basic and diluted computations for net income per share. 

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
  (in thousands, except per share data)
Numerator:
Net income $ 5,358,217   $ 3,827,772   $ 4,510,931  
Denominator:
Basic average shares outstanding 1,286,101   1,314,102   1,354,715  
Effect of potential dilutive securities:
Employee stock plans 4,041   5,847   3,621  

Diluted average shares outstanding 1,290,142   1,319,949   1,358,336  
Net income per share - basic $ 4.17   $ 2.91   $ 3.33  
Net income per share - diluted $ 4.15   $ 2.90   $ 3.32  

For purposes of computing diluted net income per share, weighted-average common shares do not include potentially dilutive securities that are anti-dilutive under the treasury stock method. These anti-dilutive securities, including options, service-based RSUs, and market-based PRSUs, were not material for fiscal years ended June 29, 2025, June 30, 2024, and June 25, 2023.  

Note 9: Financial Instruments
Fair Value
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. The level of an asset or liability in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities with sufficient volume and frequency of transactions.

Level 2: Valuations based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active for identical assets or liabilities, or model-derived valuations techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities and based on non-binding, broker-provided price quotes and may not have been corroborated by observable market data.
The Company engages with pricing vendors to provide fair values for a majority of its Level 1 investments. The vendors provide either a quoted market price or use observable inputs without applying significant adjustments in their pricing. Significant observable inputs include interest rates and yield curves observable at commonly quoted intervals, volatility and credit risks. The fair value of derivative contracts is determined using observable market inputs such as the foreign currency rates, forward rate curves, currency volatility and interest rates and considers nonperformance risk of the Company and its counterparties.
The Company’s primary financial instruments include its cash, cash equivalents, long-term investments, accounts receivable, accounts payable, long-term debt and leases, and foreign currency related derivative instruments. The estimated fair value of cash, time deposits, accounts receivable, and accounts payable approximates their carrying value due to the short period of time to their maturities. The estimated fair values of lease obligations approximate their carrying value as the majority of these obligations are generally short-term in nature and have interest rates that reset upon renewal or modification. Refer to Note 14: Long Term Debt and Other Borrowings for additional information regarding the fair value of the Company’s senior notes.

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The Company accounts for its investment portfolio at fair value. Realized gains (losses) for investment sales are specifically identified. Management assesses the fair value of investments in debt securities that are not actively traded through consideration of interest rates and their impact on the present value of the cash flows to be received from the investments.
The Company evaluates its investments with fair value less than amortized cost by first considering whether the Company has the intent to sell the security or whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. In either such situation, the difference between fair value and amortized cost is recognized as a loss in the Consolidated Statement of Operations. Where such sales are not likely to occur, the Company considers whether a portion of the loss is the result of a credit loss. To the extent such losses are the result of credit losses, those amounts are recognized in the Consolidated Statement of Operations. All other differences between fair value and amortized cost are recognized in other comprehensive income. No such losses were recognized through the Consolidated Statement of Operations during the twelve months ended June 29, 2025, June 30, 2024, and June 25, 2023.
Investments
Investments are recorded within Prepaid expenses and other current assets in the Company’s Consolidated Balance Sheets. As of June 29, 2025 and June 30, 2024, the fair value, and associated unrealized loss positions, if any, of mutual funds and debt and equity investments were not material. Gross realized gains/(losses) from sales of investments were insignificant in fiscal years 2025, 2024, and 2023.
The financial instruments reported within Cash and cash equivalents in the Company’s Consolidated Balance Sheets as of June 29, 2025, and June 30, 2024 consisted of the following:

June 29,
2025 June 30,
2024
(in thousands)

Money market funds (fair value measured on a recurring basis, level 1) $ 3,151,084   $ 2,543,462  
Cash 1,662,236   1,568,315  
Time deposits 1,577,339   1,736,079  
Total $ 6,390,659   $ 5,847,856  

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.
Cash Flow Hedges
As of June 29, 2025 and June 30, 2024, the fair value of outstanding cash flow hedges was not material. The effect of derivative instruments designated as cash flow hedges on the Company’s Consolidated Statements of Operations, including accumulated other comprehensive income, was not material as of and for the twelve months ended June 29, 2025 and June 30, 2024. As of June 29, 2025, the Company had an immaterial net gain or loss accumulated in other comprehensive income, net of tax, related to foreign exchange cash flow hedges and interest rate contracts which it expects to reclassify from other comprehensive income into earnings over the next 12 months. The total notional value of cash flow hedge instruments outstanding as of June 29, 2025 included $ 447.4 million of buy contracts and $ 323.6 million of sell contracts.
Balance Sheet Hedges
As of June 29, 2025 and June 30, 2024, 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 29, 2025. The total notional value of balance sheet hedge instruments outstanding as of June 29, 2025 included $ 281.1 million of buy contracts and $ 121.5 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.

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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 29, 2025, three customers accounted for approximately 19 %, 15 % and 12 % of accounts receivable, respectively. As of June 30, 2024, three customers accounted for approximately 16 %, 13 %, and 13 % 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 29, 2025, June 30, 2024, and June 25, 2023. Refer to Note 19: Segment, Geographic Information, and Major Customers for additional information regarding customer concentrations.

Note 10: Inventories
Inventories are stated at the lower of cost or net realizable value using standard costs that approximate actual costs on a first-in, first-out basis. Inventories consist of the following:  

June 29,
2025 June 30,
2024
  (in thousands)
Raw materials $ 2,662,248   $ 2,921,139  
Work-in-process 282,885   284,078  
Finished goods 1,362,858   1,012,707  
$ 4,307,991   $ 4,217,924  

Note 11: Property and Equipment
Property and equipment, net, is presented in the table below.

June 29,
2025 June 30,
2024
  (in thousands)
Manufacturing and engineering equipment $ 2,219,207   $ 1,956,478  
Buildings and improvements 1,914,570   1,605,802  
Computer and computer-related equipment 182,439   178,941  
Land 166,207   163,796  
Office equipment, furniture and fixtures 92,740   85,629  

4,575,163   3,990,646  
Less: accumulated depreciation and amortization ( 2,169,641 ) ( 1,860,664 )
$ 2,405,522   $ 2,129,982  

The Company has excluded an immaterial value of finance right of use assets recorded within property and equipment, net from the table above. Depreciation expense during fiscal years 2025, 2024, and 2023 was $ 329.5 million, $ 299.0 million, and $ 282.8 million, respectively.

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Note 12: Goodwill and Intangible Assets
Goodwill
The balance of goodwill was $ 1.6 billion as of June 29, 2025 and June 30, 2024, respectively. As of June 29, 2025 and June 30, 2024, $ 78.9 million and $ 65.4 million, respectively, of the goodwill balance is tax deductible, and the remaining balance is not tax deductible due to purchase accounting and applicable foreign law. No goodwill impairments were recognized in fiscal years 2025, 2024, or 2023.
Intangible Assets
The balance of intangible assets as of June 29, 2025 and June 30, 2024 were $ 182.2 million and $ 138.5 million, respectively. The effect of intangible assets on the Company’s Consolidated Statement of Operations, including amortization and impairment, if any, was not material for fiscal years 2025, 2024, and 2023.

Note 13: Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:  

June 29,
2025 June 30,
2024
  (in thousands)
Accrued compensation $ 618,370   $ 516,717  
Warranty reserves 248,783   228,060  
Income and other taxes payable 541,426   186,700  
Dividend payable 291,981   260,905  

Other 693,806   609,495  
$ 2,394,366   $ 1,801,877  

Note 14: Long Term Debt and Other Borrowings
As of June 29, 2025, and June 30, 2024, the Company’s outstanding debt consisted of the following:

June 29, 2025 June 30, 2024
Amount
(in thousands) Effective Interest Rate Amount
(in thousands) Effective Interest Rate
Fixed-rate 3.80 % Senior Notes Due March 15, 2025 (“2025 Notes”)
$ —   3.87   % $ 500,000   3.87   %
Fixed-rate 3.75 % Senior Notes Due March 15, 2026 ("2026 Notes")
750,000   3.86   % 750,000   3.86   %
Fixed-rate 4.00 % Senior Notes Due March 15, 2029 ("2029 Notes")
1,000,000   4.09   % 1,000,000   4.09   %
Fixed-rate 1.90 % Senior Note Due June 15, 2030 ("2030 Notes")
750,000   2.01   % 750,000   2.01   %
Fixed-rate 4.875 % Senior Notes Due March 15, 2049 ("2049 Notes")
750,000   4.93   % 750,000   4.93   %
Fixed-rate 2.875 % Senior Note Due June 15, 2050 ("2050 Notes")
750,000   2.93   % 750,000   2.93   %
Fixed-rate 3.125 % Senior Note Due June 15, 2060 ("2060 Notes")
500,000   3.18   % 500,000   3.18   %
Total Senior Notes outstanding, at par 4,500,000   5,000,000  
Unamortized discount ( 26,428 ) ( 28,148 )

Unamortized bond issuance costs ( 4,774 ) ( 5,435 )
Other financing arrangements 566   944  
Total debt outstanding, at carrying value $ 4,469,364   $ 4,967,361  
Reported as:
Current portion of long-term debt $ 749,670   $ 501,316  
Long-term debt $ 3,719,694   $ 4,466,045  

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The Company’s contractual cash obligations relating to its outstanding debt as of June 29, 2025, were as follows:  

Payments Due by Fiscal Year: Principal Interest
  (in thousands)
2026 $ 750,000   $ 147,922  
2027 —   128,000  
2028 —   128,000  
2029 1,000,000   116,333  
2030 750,000   87,406  
Thereafter 2,000,000   1,582,474  
Total $ 4,500,000   $ 2,190,135  

Senior Notes
On May 5, 2020, the Company completed a public offering of $ 750 million aggregate principal amount of the Company’s Senior Notes due June 15, 2030 (the “2030 Notes”), $ 750 million aggregate principal amount of the Company’s Senior Notes due June 15, 2050 (the “2050 Notes”), and $ 500 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 1.90 %, 2.875 %, and 3.125 %, 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 $ 750 million aggregate principal amount of the Company’s Senior Notes due March 15, 2026 (the “2026 Notes”), $ 1.0 billion aggregate principal amount of the Company’s Senior Notes due March 15, 2029 (the “2029 Notes”), and $ 750 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 3.75 %, 4.00 %, and 4.875 %, 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 $ 500 million aggregate principal amount of the Company’s Senior Notes due March 15, 2025 (the “2025 Notes”). The 2025 Notes were settled upon maturity during the three months ended March 30, 2025.
The Company may redeem the 2026, 2029, 2030, 2049, 2050, and 2060 Notes (collectively the “Senior Notes”) at a redemption price equal to 100 % 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 January 15, 2026 for the 2026 Notes, before December 15, 2028 for the 2029 Notes, before March 15, 2030 for the 2030 Notes, before September 15, 2048 for the 2049 Notes, before December 15, 2049 for the 2050 Notes, and before December 15, 2059 for the 2060 Notes. The Company may redeem the Senior Notes at par, plus accrued and unpaid interest at any time on or after January 15, 2026 for the 2026 Notes, on or after December 15, 2028 for the 2029 Notes, on or after March 15, 2030 for the 2030 Notes, on or after September 15, 2048 for the 2049 Notes, on or after December 15, 2049 for the 2050 Notes, and on or after December 15, 2059 for the 2060 Notes. In addition, upon the occurrence of certain events, as described in the indenture, the Company will be required to make an offer to repurchase the Senior Notes at a price equal to 101 % of the principal amount of the respective note, plus accrued and unpaid interest.
Selected additional information regarding the Senior Notes outstanding as of June 29, 2025, is as follows:  

Remaining Amortization period Fair Value of Notes (Level 2)
(years) (in thousands)

2026 Notes 0.7 $ 746,618  
2029 Notes 3.7 $ 992,260  
2030 Notes 5.0 $ 668,018  
2049 Notes 23.7 $ 679,920  
2050 Notes 25.0 $ 481,178  
2060 Notes 35.0 $ 308,895  

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”), December 7, 2022 (“Amendment No.1 to Second Amended and Restated Credit Agreement”), and January 27, 2025 (the “Third Amended and Restated Credit Agreement”). The Third Amended and Restated Credit Agreement provides for a $ 2.0 billion revolving credit facility with a syndicate of lenders,

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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 $ 750.0 million, for a potential total commitment of $ 2.75 billion. The facility matures on January 25, 2030.
Interest on amounts borrowed under the credit facility is, at the Company’s option, based on (1) a base rate, plus a spread of 0.00 % to 0.10 %, or (2) an adjusted term Secured Overnight Financing Rate, plus a spread of 0.70 % to 1.10 %, in each case plus a facility fee, with such spread and facility fee determined in accordance with the Third Amended and Restated Credit Agreement, and with the spread and facility fee based on the rating of the Company’s non-credit enhanced, senior unsecured long-term debt. 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 described above. As of June 29, 2025, the Company had no 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 $ 1.25 billion. In July 2021, the Company amended the CP Program size to a maximum aggregate amount outstanding at any time of $ 1.50 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 29, 2025, the Company had no outstanding borrowings under the CP Program.
Interest Cost
The following table presents the amount of interest cost recognized relating to both the contractual interest coupon and amortization of the debt discount, issuance costs, and effective portion of interest rate contracts with respect to the Senior Notes, and the revolving credit facility during the fiscal years ended June 29, 2025, June 30, 2024, and June 25, 2023.  

Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
  (in thousands)
Contractual interest coupon $ 169,586   $ 175,128   $ 175,128  
Amortization of interest discount 2,987   3,274   2,862  
Amortization of issuance costs 1,514   1,488   1,376  
Effect of interest rate contracts, net 3,132   3,145   2,545  
Total interest cost recognized $ 177,219   $ 183,035   $ 181,911  

Note 15: Leases
The Company leases certain office spaces, manufacturing and warehouse spaces, equipment, and vehicles. While the majority of the Company’s lease arrangements are operating leases, the Company has certain leases that qualify as finance leases.
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. Variable lease costs for fiscal years 2025, 2024, and 2023 were $ 176.6 million, $ 176.6 million, and $ 227.7 million; respectively. Finance lease costs, including amortization of right of use assets and interest on lease liabilities; short-term rental expense for agreements less than one year in duration; and operating lease costs were immaterial for fiscal years 2025, 2024, and 2023, respectively.

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Supplemental cash flow information related to leases was as follows as of June 29, 2025, June 30, 2024, and June 25, 2023:

Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases $ 85,558   $ 97,447   $ 74,397  
Financing cash flows paid for principal portion of finance leases 4,059   255,695   14,985  

Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 81,011   $ 146,169   $ 91,592  
Finance leases 2,884   226,519   20,161  

Supplemental balance sheet information related to leases was as follows as of June 29, 2025 and June 30, 2024:

June 29,
2025 June 30,
2024
(in thousands)
Operating leases
Other assets $ 286,980   $ 308,336  

Accrued expenses and other current liabilities $ 78,707   $ 64,443  
Other long-term liabilities 193,343   223,273  
Total operating lease liabilities $ 272,050   $ 287,716  

As of June 29, 2025 and June 30, 2024 outstanding finance lease obligations were immaterial.

June 29, 2025 June 30, 2024
Weighted-Average Remaining Lease Term Weighted-Average Discount Rate Weighted-Average Remaining Lease Term Weighted-Average Discount Rate
(in years) (in years)
Operating leases 4.9 3.75   % 4.9 3.54   %

As of June 29, 2025, the maturities of operating lease liabilities are as follows:

Operating Leases
(in thousands)
2026 $ 86,814  
2027 66,407  
2028 41,259  
2029 36,836  
2030 25,962  
Thereafter 43,267  
Total lease payments $ 300,545  
Less imputed interest ( 28,495 )
Total $ 272,050  

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 are 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.

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The Company elected to exercise purchase options available under its finance leases for certain improved properties in Fremont and Livermore, California (the “California Facility Leases”) in the three months ended September 24, 2023. As a result, the Company released cash collateral in an aggregate of approximately $ 250 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 $ 298.4 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, $ 250.5  million of additions were made to Property and equipment, net in the Company’s Consolidated Balance Sheets primarily comprised of land ($ 40.5  million) and buildings and improvements ($ 210.0  million).

Note 16: Deferred Compensation Plans
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 three years 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 20 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 29, 2025, and June 30, 2024, the liability of the Company to the plan participants was $ 423.9 million and $ 385.5 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 29, 2025, and June 30, 2024, the Company had investments in the aggregate amount of $ 438.8 million and $ 393.5 million, respectively, which correlate to the deferred compensation obligations, which were recorded in Other assets on the Consolidated Balance Sheets.

Note 17: Commitments and Contingencies
The Company has certain obligations to make future payments under various contracts; some of these are recorded on its balance sheet and some are not. Obligations that are recorded on the Company’s balance sheet include the Company’s operating and finance lease obligations. Obligations that are not recorded on the Company’s balance sheet include contractual relationships for purchase obligations and certain guarantees. The Company’s commitments relating to off-balance sheet agreements are included in the tables below. These amounts exclude $ 635.4 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 29, 2025, 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 29, 2025, the maximum potential amount of future payments that the Company could be required to make under these arrangements and letters of credit was $ 218.8 million. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid.
In addition, the Company has entered into indemnification agreements with its directors, officers, and certain other employees, consistent with its Bylaws and Certificate of Incorporation; and under local law, the Company may be required to provide indemnification to its employees for actions within the scope of their employment. Although the Company maintains insurance contracts that cover some of the potential liability associated with these indemnification agreements, there is no guarantee that all such liabilities will be covered. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under such indemnification agreements or statutory obligations.
Purchase Obligations
Purchase obligations consist of non-cancelable significant contractual obligations either on an annual basis or over multi-year periods. The contractual cash obligations and commitments table presented below contains the Company’s minimum obligations at June 29, 2025, under these arrangements and others. For obligations with cancellation provisions, the amounts included in the following table were limited to the non-cancelable portion of the agreement terms or the minimum cancellation fee. Actual expenditures will vary based on the volume of transactions and length of contractual service provided.

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The Company’s commitments related to these agreements as of June 29, 2025, were as follows:  

Payments Due by Fiscal Year: Purchase
Obligations
(in thousands)
2026 $ 721,069  
2027 101,033  
2028 95,589  
2029 36,682  
2030 22,826  
Thereafter 59,028  

Total $ 1,036,227  

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 $ 868.4  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 $ 50.0  million, which was spread over the same 8-year period. The remaining obligation related to this arrangement totals $ 229.6 million and is expected to be paid in fiscal year 2026. The Company may choose to apply existing tax credits, thereby reducing the actual cash payment.
Warranties
The Company provides standard warranties on its systems. The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements. As of June 29, 2025, warranty reserves totaling $ 16.7 million were reported in Other long-term liabilities, and the remainder were included in Accrued expenses and other current liabilities in the Company’s Consolidated Balance Sheets.
Changes in the Company’s product warranty reserves were as follows:  

  Year Ended
June 29,
2025 June 30,
2024
  (in thousands)
Balance at beginning of period $ 250,404   $ 286,663  
Warranties issued during the period 266,345   193,829  
Settlements made during the period ( 193,817 ) ( 189,213 )

Changes in liability for pre-existing warranties ( 57,466 ) ( 40,875 )
Balance at end of period $ 265,466   $ 250,404  

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Government Assistance
In the fiscal years ended June 29, 2025 and June 30, 2024, the Company received government assistance from various domestic and international governments in the form of cash grants or refundable tax credits. The Grants typically specify conditions that must be met in order for the Grants to be earned, such as employment or employee retention targets; completion of employee training; or the construction or acquisition of property and equipment and are often time-bound. If conditions are not satisfied or if the duration period for the arrangement is not met, the Grants are often subject to reduction, repayment, or termination.
During the fiscal years ended June 29, 2025 and June 30, 2024, the Company’s cash Grants were insignificant. During the fiscal years ended June 29, 2025 and June 30, 2024, the Company recognized immaterial reductions to the cost basis of acquired property and equipment related to refundable tax credits earned. This reduction in the cost basis of acquired property and equipment is recorded with a corresponding reduction to taxes payable and classified under Accrued expense and other current liabilities, or Other long-term liabilities, as appropriate, in the Consolidated Balance Sheets.
Legal Proceedings
While the Company is not currently a party to any legal proceedings that it believes material, the Company is either a defendant or plaintiff in various actions that have arisen from time to time in the normal course of business, including intellectual property claims. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. Based on current information, the Company does not believe that a material loss from known matters is probable and therefore has not recorded an accrual of any material amount for litigation or other contingencies related to existing legal proceedings.

Note 18: Stock Repurchase Program
In May 2024, the Board of Directors authorized the Company to repurchase up to an additional $ 10.0 billion of Common Stock; this authorization supplements the remaining balances from any prior authorizations. These repurchases can be conducted on the open market or as private purchases and may include the use of derivative contracts with large financial institutions, in all cases subject to compliance with applicable law. This repurchase program has no termination date and may be suspended or discontinued at any time.
Repurchases under the repurchase program were as follows during the periods indicated:

Period Total Number
of Shares
Repurchased Total
Cost of
Repurchase (3)
Average
Price Paid
Per Share (1,3)
Amount Available
Under Repurchase
Program
  (in thousands, except per share data)
Available balance as of June 30, 2024 $ 10,824,660  
Quarter ended September 29, 2024 11,952   $ 1,003,654   $ 83.97   $ 9,821,006  
Quarter ended December 29, 2024 8,336   $ 650,445   $ 78.03   $ 9,170,561  
Quarter ended March 30, 2025 4,448   $ 346,549   $ 77.91   $ 8,824,012  

Quarter ended June 29, 2025 15,763   (2) $ 1,306,828   $ 76.18   $ 7,517,184  

(1)    Average price paid per share excludes the effect of accelerated share repurchase activities. See additional disclosure below regarding the Company’s accelerated share repurchase activity during the fiscal year.
(2)    Includes shares received at initial settlement of accelerated share repurchase agreements; see additional disclosures below regarding the Company’s accelerated share repurchase activity during the fiscal year.
(3)    The Company’s net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred reduces the amount available under the repurchase program, as applicable, and is included in the cost of shares repurchased in the Consolidated Statement of Stockholders’ Equity and the calculation of the average price paid per share.
Accelerated Share Repurchase Agreements
On April 30, 2025, the Company entered into accelerated share repurchase agreements (the "April 2025 ASRs") with two financial institutions to repurchase a total of $ 500 million of Common Stock. The Company took an initial delivery of approximately 5.2  million shares, which represented 75 % of the prepayment amount divided by our closing stock price on April 30, 2025. The total number of shares received under the April 2025 ASRs will be based upon the average daily volume weighted average price of the Company’s Common Stock during the repurchase period, less an agreed upon discount. Final settlement of the April 2025 ASRs will occur no later than September 8, 2025.
The Company recorded the April 2025 ASRs as equity transactions; as such, at the time of receipt, shares were included in treasury stock at fair market value as of the corresponding trade date. The Company reflects shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.

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Note 19: Segment, Geographic Information, and Major Customers
The Company operates in one reportable business segment: manufacturing and servicing of wafer processing semiconductor manufacturing equipment. The Company’s material operating segments qualify for aggregation due to their customer base and similarities in economic characteristics, nature of products and services, and processes for procurement, manufacturing, and distribution. The Company's chief operating decision maker (“CODM”) is the Company's Chief Executive Officer.
The Company's CODM utilizes segment gross margin as the measure of profit or loss to evaluate operating segment profitability and to assess the allocation of resources. Segment gross margin excludes both routine and non-routine expenses that are not allocated to the reportable segment, including, but not limited to, amortization of intangible assets acquired in certain business combinations, the change in value of the Company's elective deferred compensation-related liability, restructuring charges, impairment of long-lived assets, and transformational charges.
Segment results are derived from the Company's internal management reporting system utilizing policies that are substantially the same as those used for external reporting purposes. The CODM utilizes segment revenue growth in conjunction with segment gross margin metrics in comparing forecast to actual results as well as in benchmarking to the Company's peer group.
The Company's centralized manufacturing and support organizations, including global operations and certain administrative functions, provide support to its operating segments. Costs incurred by these organizations, as well as depreciation and amortization and equity-based compensation expense are allocated to cost of goods sold as overhead. Consequently, depreciation and amortization and equity-based compensation expense are not independently identifiable components within the segment’s results, and, therefore are not provided.
With the exception of goodwill, the Company does not identify assets by operating segment. Consequently, the CODM does not regularly review or receive discrete asset information by operating segment.
The table below reconciles the Company's reportable segment to income before income taxes:

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
(in thousands)
Revenue $ 18,435,591   $ 14,905,386   $ 17,428,516  

Installation and warranty expense 544,192   435,015   647,612  
Other cost of goods sold (COGS) (1)
8,675,349   6,988,338   8,688,124  
Segment COGS 9,219,541   7,423,353   9,335,736  

Segment gross margin 9,216,050   7,482,033   8,092,780  

Reconciliation to consolidated gross margin
Restructuring charges, net —   43,375   78,166  
All other COGS 236,991   385,867   237,689  
Gross margin 8,979,059   7,052,791   7,776,925  

Research and development 2,096,387   1,902,444   1,727,162  
Selling, general, and administrative 981,704   868,247   832,753  
Restructuring charges, net - operating expenses —   18,187   42,150  
Other income (expense), net 57,161   96,309   ( 65,650 )
Income before income taxes $ 5,958,129   $ 4,360,222   $ 5,109,210  

(1) Other COGS is primarily comprised of the capitalized cost of inventory sold, including both direct and indirect costs, but excludes installation and warranty expense and those items not allocated to the segment.
The Company operates in seven geographic regions: United States, China, Europe, Japan, Korea, Southeast Asia, and Taiwan. For geographical reporting, revenue is attributed to the geographic location in which the customers’ facilities are located, while long-lived assets; which includes property and equipment, net, and recognized right of use assets reported in Other assets in the Consolidated Balance Sheets as of June 29, 2025 and June 30, 2024; are attributed to the geographic locations in which the assets are located.

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Revenues and long-lived assets by geographic region were as follows:  

  Year Ended
June 29,
2025 June 30,
2024 June 25,
2023
Revenue: (in thousands)
China $ 6,205,062   $ 6,293,990   $ 4,462,663  
Korea 4,127,766   2,874,015   3,551,742  
Taiwan 3,445,220   1,671,815   3,477,862  
Japan 1,880,882   1,460,429   1,758,364  
United States 1,376,857   1,104,087   1,665,136  
Southeast Asia 837,242   794,054   1,354,471  
Europe 562,562   706,996   1,158,278  
Total revenue $ 18,435,591   $ 14,905,386   $ 17,428,516  

 

June 29,
2025 June 30,
2024 June 25,
2023
Long-lived assets: (in thousands)
United States $ 1,716,574   $ 1,582,103   $ 1,367,534  
Southeast Asia 451,283   390,514   339,415  
Korea 299,497   262,405   215,898  
Europe 134,707   115,316   93,732  
Taiwan 96,458   98,268   65,432  
Japan 8,638   7,858   8,452  
China 8,567   6,390   8,865  
$ 2,715,724   $ 2,462,854   $ 2,099,328  

In fiscal year 2025, two customers accounted for approximately 17 % and 15 % of total revenues, respectively. In fiscal year 2024, one customer accounted for approximately 17 % of total revenues. In fiscal year 2023, two customers accounted for approximately 22 % and 16 % of total revenues, respectively. No other customers accounted for 10% or more of total revenues.

Note 20: Restructuring Charges, Net
The Company records employee severance and separation costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation - Non-retirement Post-employment Benefits, as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with employees that elected to voluntarily terminate as part of the restructuring plan are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated. If applicable, the Company records such costs into operating expense over the terminated employees’ future service period beyond any minimum or legally required retention period. The majority of restructuring charges that have been incurred but not yet paid are recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

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During the fiscal year ended June 25, 2023, the Company initiated a restructuring plan designed to better align the Company’s cost structure with its outlook for the economic environment and business opportunities. Under the plan, through June 30, 2024, the Company terminated approximately 1,760 employees, incurring expenses related to employee severance and separation costs. Employee severance and separation costs are primarily related to severance, non-cash severance, including equity award compensation expense, pension and other termination benefits. Additionally, the Company made a strategic decision to relocate certain manufacturing activities to pre-existing facilities and incurred charges to move inventory and equipment and exit selected supplier arrangements.
No restructuring costs were recorded during the fiscal year ended June 29, 2025. During the fiscal year ended June 30, 2024, net restructuring costs of $ 43.4 million and $ 18.2 million were recorded in Restructuring charges, net - cost of goods sold, and Restructuring charges, net - operating expenses, respectively in the Consolidated Statements of Operations.
The restructuring plan was substantially completed as of June 30, 2024, and cumulative costs as of June 30, 2024 totaled $ 181.9 million . The restructuring liability reported as of June 30, 2024 totaling $ 1.1 million was substantially satisfied in the three months ended September 29, 2024.
The following table is a summary of the activity related to the restructuring plan:

Severance and Benefits Other Total
(in thousands)
Restructuring liability as of June 25, 2023 $ 7,989   $ 246   $ 8,235  
Restructuring expense 29,926   31,636   61,562  
Cash payments ( 36,684 ) ( 24,045 ) ( 60,729 )
Non-cash activities ( 1,034 ) ( 6,941 ) ( 7,975 )
Restructuring liability as of June 30, 2024 $ 197   $ 896   $ 1,093  

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Lam Research Corporation

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lam Research Corporation (the Company) as of June 29, 2025 and June 30, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended June 29, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 29, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 29, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 29, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August 11, 2025 expressed an unqualified opinion thereon.

Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

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Inventory - Valuation
Description of the Matter The Company’s inventories totaled $4.3 billion as of June 29, 2025, representing 20% of total assets. As explained in Note 2 to the consolidated financial statements, the Company assesses the valuation of all inventories including manufacturing raw materials, work-in-process, finished goods, and spare parts in each reporting period. Inventory in excess of management’s estimated usage requirement and obsolete inventory is written down to its estimated net realizable value if less than cost.

Auditing management’s estimates for certain excess and obsolete inventory involved subjective auditor judgment because management’s assessment of whether a write down is required and the measurement of any excess of cost over net realizable value is judgmental and considers a number of qualitative factors that are affected by market and economic conditions outside the Company’s control.

How We Addressed the Matter in Our Audit We evaluated and tested the Company’s processes and the design and operating effectiveness of internal controls addressing the identified audit risks. This included controls over management’s assessment of inventory valuation, including the development of forecasted usage of inventories and consideration of how factors outside of the Company’s control might affect management’s judgment related to the valuation of excess and obsolete inventory.

Our audit procedures included, among others, evaluating the significant assumptions (e.g., forecasts related to the Company’s future manufacturing schedules, customer demand, technological obsolescence, and possible alternative uses) and the underlying data used in management’s excess and obsolete inventory valuation assessment. We evaluated inventory levels compared to forecasted demand, historical sales and specific product considerations. We also assessed the historical accuracy of management’s estimates.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1981.
San Jose, California
August 11, 2025

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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 29, 2025, 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 29, 2025, 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 29, 2025 and June 30, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended June 29, 2025, and the related notes and our report dated August 11, 2025 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/ Ernst & Young LLP
San Jose, California
August 11, 2025

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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 29, 2025, 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 29, 2025, 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 29, 2025, 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 2025 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 29, 2025, except for the following arrangements, none of the Company’s directors or officers adopted , modified, or terminated a trading arrangement for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Trading Arrangement”) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K):
• On June 11, 2025 , Vahid Vahedi , the Senior Vice President, Chief Technology and Sustainability Officer of the Company, adopted a Rule 10b5-1 Trading Arrangement. Dr. Vahedi’s Rule 10b5-1 Trading Arrangement provides for the potential sale of up to 52,190 shares of the Company’s common stock pursuant to the terms of the Rule 10b5-1 Trading Arrangement. Dr. Vahedi’s Rule 10b5-1 Trading Arrangement has a termination date of January 30, 2026 .
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

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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.

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PART III
We have omitted from this 2025 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 4, 2025, (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 2025 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 — 2025 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 heading “Governance Matters — Corporate Governance — Board Committees.”
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 heading “Audit Matters — Relationship with Independent Registered Public Accounting Firm.”

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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 29, 2025, June 30, 2024, and June 25, 2023 38

Consolidated Statements of Comprehensive Income — Years Ended June 29, 2025, June 30, 2024, and June 25, 2023 39

Consolidated Balance Sheets — June 29, 2025, and June 30, 2024 40

Consolidated Statements of Cash Flows — Years Ended June 29, 2025, June 30, 2024, and June 25, 2023 41

Consolidated Statements of Stockholders’ Equity — Years Ended June 29, 2025, June 30, 2024, and June 25, 2023 43

Notes to Consolidated Financial Statements 44

Reports of Independent Registered Public Accounting Firm 67

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

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LAM RESEARCH CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 29, 2025
EXHIBIT INDEX
 

Exhibit Description
3.1 Restated Certificate of Incorporation of the Registrant, (including Certificate and Designation, Preferences and Rights of Series A Junior Participating Preferred Stock), dated November 22, 2016 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 30, 2017 (SEC File No. 000-12933).

3.2 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant dated October 2, 2024 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2024 (SEC File No. 000-12933).

3.3 Bylaws of the Registrant, as amended and restated, dated May 20, 2025 which is incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 21, 2025 (SEC File No. 000-12933).

4.1 Indenture (including Form of Notes), dated as of February 13, 2015, between Registrant and The Bank of New York Mellon Trust Company, N.A. which is incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed on February 13, 2015 (SEC File No. 333-202110).

4.2 First Supplemental Indenture, dated as of March 12, 2015, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 12, 2015 (SEC File No. 000-12933).

4.3 Second Supplemental Indenture, dated as of June 7, 2016, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 7, 2016 (SEC File No. 000-12933).

4.4 Third Supplemental Indenture, dated as of March 4, 2019 by and between Lam Research Corporation and the Bank of New York Mellon Trust Company, N.A. as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 4, 2019 (SEC File No. 000-12933).

4.5 Fourth Supplemental Indenture, dated as of May 5, 2020 by and between Lam Research Corporation and the Bank of New York Mellon Trust Company, N.A. as trustee which is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 5, 2020 (SEC File No. 000-12933).

4.6 Description of Common Stock

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* Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.148 to the Registrant’s Current Report on Form 8-K filed on November 13, 2008 (SEC File No. 000-12933).

10.3* Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 4, 2012 (SEC File No. 000-12933).

10.4* Form of Novellus Directors and Officers Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to Novellus’ Current Report on Form 10-Q filed on August 13, 2002 (SEC File No. 000-17157).

10.5* Novellus Amended Executive Voluntary Deferred Compensation Plan, as amended which is incorporated by reference to Exhibit 10.28 to Novellus’ Quarterly Report on Form 10-Q filed on November 5, 2008 (SEC File No. 000-17157).

10.8* Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on February 6, 2014 (SEC File No. 000-12933).

10.9* Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended) which is incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed on February 6, 2014 (SEC File No. 000-12933).

10.10 Form of Confidentiality Agreement which is incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on February 3, 2015 (SEC File No. 000-12933).

10.12* Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.247 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. 000-12933).

10.13* Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 24, 2017 (SEC File No. 000-12933).

10.14 Form of Commercial Paper Dealer Agreement 4(a)(2) Program between Lam Research Corporation, as issuer, and the dealer which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2017 (SEC File No. 000-12933).

10.16* Lam Research Corporation Elective Deferred Compensation Plan which is incorporated by reference to Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K filed on August 19, 2011 (SEC File No. 000-12933)

10.17* Lam Research Corporation Elective Deferred Compensation Plan II which is incorporated by reference to Exhibit 4.17 to the Registrant’s Annual Report on Form 10-K filed on August 19, 2011 (SEC File No. 000-12933)

10.18 Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended which is incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-8 filed on April 30, 2019 (SEC File No. 333-231138).

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Exhibit Description
10.19* 2004 Executive Incentive Plan, as Amended and Restated which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 9, 2023 (SEC File No. 000-12933).

10.20 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 4.24 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. 000-12933).

10.26* Executive Severance Policy, as amended and restated which is incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K filed on August 29, 2024 (SEC File No. 000-12933) .

10.27* Executive Change in Control Policy, as amended and restated which is incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed on August 29, 2024 (SEC File No 000-12933).

10.28 Third Amended and Restated Credit Agreement dated January 27, 2025, among Lam Research Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders listed therein, which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current report on Form 8-K filed on January 29, 2025 (SEC File No. 000-12933).

10.29* Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.29 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No. 000-12933).

10.30* Form of Restricted Stock Unit Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No. 000-12933).

10.31* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No. 000-12933).

10.32* Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No. 000-12933).

10.33* Form of Option Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No. 000-12933).

10.34* Form of Restricted Stock Unit Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No. 000-12933).

10.35* Form of Restricted Stock Unit Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.35 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No. 000-12933).

10.36* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No. 000-12933).

10.37* Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.37 to the Registrant's Annual Report on Form 10-K filed on August 17, 2021 (SEC File No. 000-12933).

10.38* Non-employee Director Compensation Program, as amended which is incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed on August 29, 2024 (SEC File No. 000-12933).

10.39* Lam Research Corporation Senior Executive Transition Policy which is incorporated by reference to Exhibit 10.1 to the Registrant’s Current report on Form 8-K filed on May 11, 2022 (SEC File No. 000-12933)

10.40* Form of Restricted Stock Unit Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on January 30, 2023 (SEC File No. 000-12933).

10.41* Form of Indemnification Agreement which is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 29, 2024 (SEC File No. 000-12933).

10.42* Form of Restricted Stock Unit Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No. 000-12933) .

10.43* Form of Restricted Stock Unit Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No. 000-12933).

10.44* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No. 000-12933).

10.45* Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 (SEC File No. 000-12933).

10.46* Form of Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 25, 2025 (SEC File No. 000-12933).

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Exhibit Description
10.47* Form of Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on April 25, 2025 (SEC File No. 000-12933).

10.48* Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on April 25, 2025 (SEC File No. 000-12933).

10.49* Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan which is incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed on April 25, 2025 (SEC File No. 000-12933).

19.1 Inside r Trading Policy.

21 Subsidiaries of the Registrant.

23 Consent of Independent Registered Public Accounting Firm.

24 Power of Attorney (See Signature page)
31.1 Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Executive Officer)

31.2 Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Financial Officer)

32.1 Section 1350 Certification — (Principal Executive Officer)

32.2 Section 1350 Certification — (Principal Financial Officer)

97.1 Policy for the Recovery of Erroneously Awarded Compensation which is incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on August 29, 2024 (SEC File No. 000-12933) .

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.

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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 11, 2025 LAM RESEARCH CORPORATION
(Registrant)

By: /s/ Timothy M. Archer
Timothy M. Archer
President and Chief Executive Officer

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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 11, 2025
      Timothy M. Archer

Principal Financial Officer

/s/ Douglas R. Bettinger    Executive Vice President and Chief Financial Officer   August 11, 2025
      Douglas R. Bettinger

Principal Accounting Officer

/s/ Christina C. Correia Group Vice President and Chief Accounting Officer August 11, 2025
Christina C. Correia

Other Directors
Signatures Title Date Signatures Title Date

/s/ Abhijit Y. Talwalkar Chairman August 11, 2025 /s/ John M. Dineen Director August 11, 2025
      Abhijit Y. Talwalkar John M. Dineen

/s/ Sohail U. Ahmed Director August 11, 2025 /s/ Mark Fields Director August 11, 2025
      Sohail U. Ahmed Mark Fields

/s/ Eric K. Brandt Director August 11, 2025 /s/ Ho Kyu Kang Director August 11, 2025
      Eric K. Brandt Ho Kyu Kang

/s/ Ita M. Brennan Director August 11, 2025 /s/ Bethany J. Mayer Director August 11, 2025
      Ita M. Brennan Bethany J. Mayer

/s/ Michael R. Cannon Director August 11, 2025 /s/ Jyoti K. Mehra Director August 11, 2025
      Michael R. Cannon Jyoti K. Mehra

Lam Research Corporation 2025 10-K 78