lrcx-20230123

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 23, 2023

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

0-12933

94-2634797

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

4650 Cushing Parkway

Fremont, California 94538

(Address of principal executive offices including zip code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share	LRCX	The Nasdaq Stock Market
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition

Item 2.05.

Costs Associated with Exit or Disposal Activities

Item 9.01.

Financial Statements and Exhibits

SIGNATURES

EX-99.1


Item 2.02.			Results of Operations and Financial Condition

On January 25, 2023, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 25, 2022, the text of which is attached hereto as Exhibit 99.1.

The information in this item of this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in this item of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.


Item 2.05.			Costs Associated with Exit or Disposal Activities

On January 23, 2023, the Company commenced a workforce reduction that is intended to better align the Company’s cost structure with its outlook for the current economic environment and future business opportunities (the “Restructuring Plan”). The Company expects the Restructuring Plan to entail a workforce reduction of approximately 1,300 employee positions, which is approximately 7% of the Company’s total number of employees. This Restructuring Plan is expected to be substantially completed by the end of the quarter ending June 25, 2023, but the timing of actions may vary by country based on local legal requirements.

The Restructuring Plan is expected to result in total charges of approximately $80.0 million, to be incurred during the quarter ending March 26, 2023. These charges are expected to consist of cash charges related to one-time termination benefits associated with the workforce reduction.

The Company anticipates implementing further cost reduction activities over the next twelve months that are not part of the Restructuring Plan, some of which may result in additional expenditures and charges in future quarters.

Caution Regarding Forward-Looking Statements

Statements made in this report on Form 8-K that are not of historical fact are forward-looking statements and are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, but are not limited to the expected nature, cost, timing, and scope of the Restructuring Plan and future cost reduction activities. Some factors that may affect these forward-looking statements include: the risk that the restructuring charges may be greater than anticipated; the risk that the Company’s restructuring efforts may adversely affect the Company’s internal programs and the Company’s ability to recruit and retain skilled and motivated personnel, and may be distracting to employees and management; the risk that the Company’s restructuring efforts may negatively impact the Company’s business operations and reputation with or ability to serve customers; the risk that the Company’s restructuring efforts may not generate their intended benefits to the extent or as quickly as anticipated; business, political and/or regulatory conditions in the consumer electronics industry, the semiconductor industry and the overall economy may deteriorate or change; as well as the other risks and uncertainties that are described in the documents filed or furnished by us with the Securities and Exchange Commission, including specifically the Risk Factors described in our annual report on Form 10–K for the fiscal year ended June 26, 2022 and our quarterly report on Form 10-Q for the quarter ended September 25, 2022. These uncertainties and changes could materially affect the forward-looking statements and cause actual results to vary from expectations in a material way. The Company undertakes no obligation to update the information or statements made in this Form 8-K.


Item 9.01.			Financial Statements and Exhibits


99.1			Press Release dated January 25, 2023 announcing financial results for the fiscal quarter ended December 25, 2022
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:	January 25, 2023	LAM RESEARCH CORPORATION
		(Registrant)
		/s/ Douglas R. Bettinger
		Douglas R. Bettinger
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)