AR2008
AR2008
AR2008
In 1997, the new management team at Lam Research introduced a clear vision and strategy to gain market share,
improve financial performance, and build a values-driven workforce. By dedicating the Company to its fundamental
competencies and articulating a new Mission, Vision, and Core Values, management radically reshaped the Company.
Lam built customer trust and improved its profitability by emphasizing its commitment to customer needs and
requirements, empowering employees, and focusing on the Company’s strengths. This opened up new opportunities
for the Company to develop innovative solutions for Lam’s products, applications, and services, and made
Lam Research one of the most trusted suppliers in the industry.
As a result of these efforts, Lam Research has improved its operating performance, increased profitability, and
dramatically increased market share to become the undisputed etch market share leader – a position the Company
has held for six consecutive years. Together with the recent acquisition of SEZ and Lam’s organically developed
technologies, the Company is leveraging its expertise into adjacent markets. Lam’s multi-market, multi-product
position, built around its core etch capability and now extended to a new generation of single-wafer clean products,
offers strong growth opportunities for the future.
Revenue Operating Income
$3,000,000 $ 9 0 0 ,0 0 0
$ 8 0 0 ,0 0 0
$2,500,000
$ 7 0 0 ,0 0 0
$ 6 0 0 ,0 0 0
$2,000,000
$ 5 0 0 ,0 0 0
$1,500,000 $ 4 0 0 ,0 0 0
$ 3 0 0 ,0 0 0
$1,000,000
$ 2 0 0 ,0 0 0
$ 1 0 0 ,0 0 0
$500,000
$0
$0 ( $ 1 0 0 ,0 0 0 )
FY03 FY04 FY05 FY06 FY07 FY08 FY03 FY04 FY05 FY06 FY07 FY08
$5.00
50%
$4.00
40%
$3.00
30%
$2.00
20%
$1.00
$0 10%
($1.00) 0%
FY03 FY04 FY05 FY06 FY07 FY08 CY03 CY04 CY05 CY06 CY07
* Shipment-based
C3™ technology
Introduced Confined
Chemical Cleaning™
technology for single-wafer
wet clean
2300® Coronus™
bevel clean system DV-Prime™ spin clean system
To Our Stockholders:
We are pleased to present you with our 2008 annual report summarizing another year of strong performance for
Lam Research. Fiscal year 2008 was a period in which business volume initially rose and then fell, consistent with the
cyclical nature of the semiconductor equipment sector. The long term position of the Company overall continues to
be positive with a clear strategy for growth in the years ahead.
The Company generated revenues of $2.47 billion and GAAP earnings per share of $3.47 in fiscal year 2008. Both were
slightly lower than our record-setting revenue and earnings per share performance of fiscal 2007 primarily as a result
of reduced customer spending in the second half of fiscal year 2008. Our continued strong operating performance and
cash generation capability allowed us to make a significant strategic acquisition, with cash, and still end the year with a
gross cash balance in excess of $1.2 billion.
These achievements are remarkable compared to Lam’s performance several years ago. In calendar year 2003 the
Company had an estimated shipped etch market share of approximately 28% which has since increased by more than
73%. This makes Lam Research the etch market share leader with an estimated 48.5% shipped market share for calendar
year 2007. We grew revenue from approximately $755 million in fiscal year 2003 to almost $2.5 billion for fiscal year 2008,
while at the same time expanding GAAP gross margins by seven percentage points, from 39.9% to 47.4%.
The operating performance efficiencies introduced throughout the Company in recent years have facilitated strong cash
flow generation. Cash flow from operations was $590 million and GAAP earnings, which were slightly negative in fiscal
2003, increased to $439 million, or $3.47 per share, in fiscal 2008.
As we look to the future, we plan to deliver further growth and value for our stockholders through the strategy we
communicated for the first time in early 2006. That strategy comprises four key elements:
• Execute to the needs of our customers
• Extend our leadership position in etch
• Leverage our expertise into adjacent markets
• Deliver best-in-class financial performance
Execute to the Needs of Our Customers We meet the needs of our customers by providing advanced technology
hardware and process capability, and by being responsive to the issues our customers face. As our customers have
struggled with profitability issues, we have continued to introduce increasingly cost effective solutions focused around
continuous improvements in the productivity of our machines and reducing the cost of and extending the lifetime of
consumable components in our etch chambers. Our focus on helping customers reduce the cost of ownership has
resulted in our receipt of numerous outstanding supplier awards from 8 of the top 10 semiconductor manufacturing
companies in the world.
Extend Our Leadership Position in Etch Our production-proven 2300® etch platform offers customers a
cost effective path to upgrade to the next generation technology nodes and demonstrates the benefits of our
continued cycles of learning and development. This year we launched the third generation of the conductor etch
2300® Versys® Kiyo™ product family, demonstrating the strength and extendibility of this core etch technology.
Our ability to successfully execute to the needs of our customers by providing innovative technology solutions has
allowed us to increase our leading market share position in etch. We ended calendar year 2007 with shipped market
share of 48.5%, up from 46% in 2006, and in line with our stated goal of expanding share by two to three percentage
points for the year. We target gains of 2 to 3 points of market share at each successive technology node.
Leverage Our Expertise into Adjacent Markets The most significant area of strategic focus this year has been
the penetration of adjacent markets, both through our organically developed technologies and our acquisition of
SEZ Holding AG (SEZ).
Our investments in research and development over the past few years have allowed us to develop proprietary technical
differentiation as a catalyst for market penetration and targeted profitability. During fiscal year 2008, those products
targeted at markets adjacent to etch began contributing revenue and we advanced our adjacent market strategy
further with additional new tool offerings. In fiscal year 2008, Lam Research shipped the industry’s first 300 millimeter
Through Silicon Via (TSV) etch system for use in the manufacture of 3-D integrated circuits with the 2300® Syndion™
system and made progress in delivering and qualifying advanced etching solutions into the emerging pattern
modification markets.
We completed the acquisition of SEZ in March of this year, demonstrating our commitment to the single-wafer clean
segment of our adjacent market growth strategy. We believe the acquisition of a market share leader in single-wafer clean
accelerates our penetration of the clean market by providing established customer relationships, a sizeable installed base
at our customers’ manufacturing facilities, and a lengthy history of single-wafer clean processing success.
The SEZ acquisition also targets what we believe is a significant growth opportunity in the single-wafer clean segment.
The adoption of more complex device structures and the ongoing creation of ever-smaller device designs creates the
need for more precise wafer cleaning solutions. We believe the industry will move many cleaning applications from
batch clean processes to single-wafer clean solutions. Approximately 50% of clean steps in wafer fabrication follow an
etch process, and our 28 years of knowledge in etch afford Lam Research an opportunity to apply integrated learning
to develop differentiated, yield-enhancing single-wafer clean solutions. In the next two to three years, we estimate
that approximately 40% of the clean steps in the wafer fabrication process will be performed by single-wafer clean
techniques, up from 25% today, offering a sizeable growth opportunity for Lam Research in the future.
Through our initial discovery activities following our acquisition, we are pleased with the hardware and process
engineering expertise we gained and the enthusiasm of the SEZ employees. We focused our initial integration
activities on creating an integrated Clean Product Group, providing a single point of contact to the customer to allow
more effective targeting of each product offering within our broad-based portfolio of single-wafer clean solutions. We
positioned numerous evaluation units to take advantage of the transition to single-wafer clean emerging in the front end
of line applications.
Deliver Best-in-Class Financial Performance The financial model of Lam Research has enabled the Company
to generate outstanding performance in recent years, and positions us to operate efficiently during a cyclical downturn
in industry spending. As we plan our activities for fiscal year 2009, we observe the growing uncertainty across many
sectors in the global economy. As a result, the spending plans of semiconductor manufacturers are increasingly
difficult to predict.
We believe that we can utilize our close relationships with our outsource suppliers and manufacturing supply chain to
effectively manage our business in a volatile business climate. The flexibility in our business model allows us to initiate
cost containment activities throughout the Company to mitigate expenses throughout the period of reduced spending,
and we continue to evaluate options for further cost reduction opportunities.
Looking ahead, we are developing our next generation of technology solutions with the planned introduction of new
dielectric and conductor etch chambers on the 2300 platform in the next year. We also continue working diligently to
fully integrate SEZ and continue our investments in research and development to enable our ability to capitalize on the
adjacent market expansion opportunities we see.
As we move through this challenging near term spending environment, we wish to convey our appreciation on behalf
of our employees for your continued investment in our future. Lam’s record of performance over the past decade
demonstrates our capability to continuously deliver leading edge solutions and strong operational and financial
performance, which we will give every effort to continue to achieve as we go forward in these challenging, but
opportunity-rich circumstances.
Sincerely,
S ncerely,
Si
Stephen
S h G
St G. N
Newberry
b James
J W.
W BBagley
l
President and Chief Executive Officer Executive Chairman of the Board
October 6, 2008
INDEPENDENT REGISTERED PUBLIC CAUTIONARY STATEMENT REGARDING
ACCOUNTING FIRM FORWARD-LOOKING STATEMENTS
Ernst & Young LLP With the exception of historical facts, the statements
contained in this Letter to Stockholders, Proxy
San Jose, California
Statement, and Annual Report on Form 10-K are
forward-looking statements, which are subject to
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but not all, of the forward-looking statements are
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identified. The identification of certain statements as
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TRANSFER AGENT AND REGISTRAR
statements not specifically identified are not forward-
For a response to questions regarding looking. Forward-looking statements include, but
misplaced stock certificates, changes are not limited to, statements that relate to our
of address, or the consolidation future revenue, product development, demand,
acceptance and market share, competitiveness,
of accounts, please contact the
gross margins, levels of research and development
Company’s transfer agent. (R&D), outsourcing plans and operating expenses,
the Company’s ability to work with suppliers to
BNY Mellon Shareowner Services manage costs and operations, tax expenses, our
P.O Box 358015 management’s strategic plans and objectives for
Pittsburgh, PA 15252-8015 our current and future operations and the elements
of those plans and objectives, management’s
1.877.265.2630 or 1.800.522.6645 plans for repurchasing Company stock pursuant to
the authorization of our Board, the operational or
TDD for Hearing Impaired: financial performance of corporate subsidiaries, the
1.800.231.5469 completion of the Company’s acquisition of SEZ and
integration activities associated with the acquisition,
Foreign Shareowners: 1.201.329.8660 potential technological, market share, and customer
penetration gains related to the SEZ acquisition,
TDD Foreign Shareowners: the likelihood and speed of technological and
customer-demand shifts toward single-wafer clean
1.201.680.6610
solutions and the potential business opportunities
such a shift may present for the Company, potential
Web Site Address:
consequences from the Company’s investigation
www.bnymellon.com/shareowner/isd of its stock option granting practices and related
accounting restatements or other remedial activities,
STOCK LISTING
the levels of customer spending or R&D activities,
The Company’s common stock is traded general economic conditions and the sufficiency of
on The NASDAQ Global Select Market SM
financial resources to support future operations, and
capital expenditures. Such statements are based
under the symbol LRCX. Lam is a
on current expectations and are subject to risks,
NASDAQ-100® Company. uncertainties and changes in condition, significance,
value and effect, including those discussed in the
INVESTOR RELATIONS
Annual Report on Form 10-K under the heading
Lam Research Corporation welcomes “Risk Factors” within Item 1A of the Form 10-K
inquiries from its stockholders and other as well as in other documents we file from time to
time with the Securities and Exchange Commission
interested investors. For additional
such as our quarterly reports on Form 10-Q and
copies of this report or other financial our current reports on Form 8-K. Such risks,
information, please contact: uncertainties and changes in condition, significance,
value and effect could cause actual results to differ
Investor Relations materially from those expressed herein and in ways
Lam Research Corporation not readily foreseeable. Readers are cautioned not
to place undue reliance on these forward-looking
4650 Cushing Parkway
statements, which speak only as of the dates made
Fremont, California 94538 and of information reasonably known to Lam as of
1.510.572.1615 the dates the statements were made. We undertake
investor.relations@lamresearch.com no obligation to release the results of any revisions
to these forward-looking statements which may be
ANNUAL MEETING made to reflect events or circumstances which occur
after the date hereof or to reflect the occurrence
The Annual Meeting of Stockholders
or effect of anticipated or unanticipated events. All
will be held at 8:00 a.m. Pacific Time references to fiscal years apply to our fiscal years,
on Thursday, November 6, 2008, at the which ended June 29, 2008, June 24, 2007, and
Company’s corporate headquarters. June 25, 2006.
TRADEMARK INFORMATION
The Lam logo, Lam Research, and all product and
service names used herein are either registered
trademarks or trademarks of Lam Research
Corporation in the United States and/or other
countries. All other marks mentioned herein are
the property of their respective holders.
LAM RESEARCH CORPORATION
To the Stockholders:
NOTICE IS HEREBY GIVEN that the 2008 Annual Meeting of Stockholders of Lam Research Corporation,
a Delaware corporation (the “Company” or “Lam Research” or “Lam”), will be held on November 6, 2008,
8:00 a.m., local time, at the principal executive offices of the Company at 4650 Cushing Parkway, Fremont,
California 94538, for the following purposes:
1. To elect directors from the nominees of the Board of Directors to serve for the ensuing year, and until
their successors are elected;
2. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting
firm of the Company for the fiscal year ending June 28, 2009; and
3. To transact such other business (other than any nomination of candidates for, or the election of,
directors) as may properly come before the meeting, or for any adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this
Notice.
Only stockholders of record at the close of business on September 12, 2008, are entitled to notice of and to
vote at the meeting, and for any adjournment thereof.
All stockholders are cordially invited to attend the meeting in person. However, to assure your representation
at the meeting, you are urged to vote by proxy via Internet, telephone, or mail in accordance with the voting
instructions on the proxy card. If you vote by mail, please mark, sign, and date the enclosed proxy card and
return it as promptly as possible in the postage-prepaid and return-addressed envelope enclosed for that purpose.
Any stockholder of record attending the meeting may vote in person, even if the stockholder has previously
returned a proxy. Stockholders who wish to cast their votes in person at the meeting must attend the meeting. A
simultaneous webcast will be available on Lam’s web site at www.lamresearch.com for stockholders who cannot
attend in person and wish to listen to the Annual Meeting and any discussion by management immediately after
its adjournment.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 6, 2008
TABLE OF CONTENTS
Page
Information Concerning Solicitation and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Proposal No. 1 — Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Nominees for Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . 13
Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Relationship with Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . 35
Securities Authorized for Issuance Under Equity Compensation Plans . . . . . . . . . . . . . . . . . . . . . 36
Proposal No. 2 — Ratification of Appointment of Independent Registered Public
Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
LAM RESEARCH CORPORATION
General
The enclosed proxy is solicited on behalf of Lam Research Corporation, a Delaware corporation (the
“Company” or “Lam Research” or “Lam”), for use at the Annual Meeting of Stockholders to be held Thursday,
November 6, 2008, at 8:00 a.m., local time (the “Annual Meeting”), or for any adjournment thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual
Meeting will be held at the principal executive offices of the Company at 4650 Cushing Parkway, Fremont,
California 94538. The Company’s telephone number at that location is (510) 572-0200. Stockholders who wish
to cast their votes in person must attend the meeting. For those stockholders who cannot or choose not to attend
in person and wish to listen to the proceedings, the Annual Meeting and any discussion by management after its
adjournment will be available via simultaneous webcast. The webcast may be accessed via the Lam Internet web
site at www.lamresearch.com by locating the link in the Investor Relations/Webcasts section of the web site.
These proxy solicitation materials will be mailed on or about October 6, 2008, to all stockholders
entitled to vote at the meeting. A copy of Lam’s 2008 Annual Report to Stockholders accompanies this Proxy
Statement. Lam will furnish a copy of any exhibit to the Annual Report without charge upon written request
to: Office of the Secretary, Attn: George Schisler, Jr., Lam Research Corporation, 4650 Cushing Parkway,
Fremont, California 94538.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be
Held on November 6, 2008: This Proxy Statement and Lam’s 2008 Annual Report to Stockholders are
available on the Investor Relations page of the Company’s web site, www.lamresearch.com.
Stockholder Accounts Sharing the Same Address; Householding. In accordance with notices that many
stockholders may have previously received with past proxy mailings, only one annual report and proxy statement
are being delivered to a stockholder’s address even if the stockholder(s) at that address holds Company shares in
several accounts, unless contrary instructions from a stockholder at that address have been given. This practice,
known as “householding,” is intended to reduce environmental impact and waste and the Company’s printing
and mailing costs for the annual report. However, any stockholder who wishes to receive a separate copy of this
Proxy Statement or accompanying Annual Report to Stockholders may request a copy by contacting the bank,
brokerage, or other holder-of-record with which such stockholder’s shares are held, or by contacting Lam’s
Investor Relations Department, whose contact information is available at the back of this Annual Report and on
the “Investors” page at www.lamresearch.com.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its
use by delivering to the Company a written notice of revocation or a duly executed proxy bearing a later date,
by entering a new vote via telephone or the Internet, or by attending the Annual Meeting and voting in person.
However, attending the Annual Meeting in and of itself does not constitute a revocation of a proxy.
1
Voting and Solicitation
Each stockholder voting on Proposal No. 1 (the election of directors from the nominees of the Board
of Directors (the “Board”)) may cumulate such stockholder’s votes and give one candidate a number of votes
equal to the number of directors to be elected (ten at this meeting) multiplied by the number of shares held by
such stockholder, or distribute the stockholder’s votes on the same principle among as many candidates as the
stockholder deems appropriate. However, votes cannot be cast for more than ten candidates. No stockholder shall
be entitled to cumulate votes for a candidate unless the candidate’s name has been placed in nomination prior to
the voting.
Where no vote is specified or where a vote FOR all nominees is marked, the cumulative votes represented
by a proxy will be cast, unless contrary instructions are given, at the direction of the proxy holders in order to
elect as many nominees nominated by the Board as believed possible under the then-prevailing circumstances.
If a stockholder desires to cumulate his or her votes, the accompanying proxy card should be marked to indicate
clearly that the stockholder desires to exercise the right to cumulate votes and should specify how the votes are to
be allocated among the listed nominees for directors. For example, a stockholder may write next to the name(s) of
the listed nominee or nominees for whom the stockholder desires to cast votes the number of votes to be cast for
such nominee or nominees. Alternatively, without exercising his or her right to vote cumulatively, a stockholder
may instruct the proxy holders not to vote for one or more nominees by writing the name(s) of such nominee or
nominees on the space provided on the proxy card. Unless indicated to the contrary in the space provided on the
proxy card, if a stockholder withholds authority to vote for one or more nominees, all cumulative votes of such
stockholder will be distributed among the remaining listed nominees at the discretion of the proxy holders.
On all other matters, each share has one vote. Stockholders may vote FOR, AGAINST, or to ABSTAIN
from voting with respect to Proposal No. 2 (ratification of the appointment of the independent registered public
accounting firm for the Company for the current fiscal year), by properly marking the attached proxy card or
otherwise submitting their proxy votes in accordance with the voting instructions.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by or at the direction of the
Inspector of Elections (the “Inspector”). The Inspector will also determine whether or not a quorum is present.
The ten candidates for election as directors at this year’s Annual Meeting who receive the highest number of
affirmative votes will be elected. The approval of Proposal No. 2 will require the affirmative vote of a majority
of the shares of the Company’s Common Stock present or represented and entitled to vote with respect to such
matters. The final voting results will be made available on the Company’s web site at www.lamresearch.com via
the Investor Relations page reasonably promptly after the Annual Meeting.
In general, Delaware law provides that a quorum consists of a majority of the shares entitled to vote at
the Annual Meeting. Abstentions will be treated as shares that are present or represented and entitled to vote
for purposes of determining the presence of a quorum but will not be treated as votes in favor of approving
any matter submitted to the stockholders for a vote. Thus, abstentions will have the same effect in this regard
as negative votes. Any proxy that is properly dated, executed, and returned using the method or form of proxy
enclosed, or properly submitted via telephone or Internet, will be voted at the Annual Meeting in accordance with
the instructions of the stockholder. If no specific instructions are given, the shares will be voted for the election
of directors as nominated by the Board and for ratification of the appointment of the designated independent
registered public accounting firm, and, with respect to any other matter or matters that may come before the
meeting, as the proxy holders deem advisable in accordance with recommendations of the Board or, if no such
recommendation is given, their reasonable judgment.
For shares held in “street name” through a broker or other nominee, the broker or nominee may not be
permitted to exercise voting discretion with respect to some of the matters to be acted upon. If a broker indicates
on the enclosed proxy or its substitute that he or she does not have discretionary authority as to certain shares to
vote on a particular matter (“broker non-votes”), or with respect to shares as to which proxy authority has been
withheld with respect to a matter, those shares will be counted as present in determining whether a quorum for
the meeting is present but will not be considered as present or represented with respect to that matter. Thus, once
it is determined that a quorum is present at the Annual Meeting, broker non-votes will have no effect on either of
2
the two proposals being voted on at the Annual Meeting. The Company believes that the tabulation procedures
to be followed by the Inspector are consistent with the general statutory requirements in Delaware concerning
voting of shares and determination of a quorum.
Employee participants in the Company’s Savings Plus Plan, Lam Research 401(k) (the “401(k) Plan”) who
held unitized interests in Company stock in their personal 401(k) Plan accounts as of the record date are being
provided with this Proxy Statement as a 401(k) Plan participant so that each such participant may vote his or
her interest in the Company’s Common Stock as held in the 401(k) Plan. Upon receipt of properly marked and
returned proxies, the 401(k) Plan trustee or Lam Research Corporation, as the 401(k) Plan Administrator, will
vote the aggregate voted proxies of the 401(k) Plan participants in accordance with the proxies received. If a
401(k) Plan participant does not vote his or her interest with respect to the proposals to be voted on at this year’s
Annual Meeting, then those non-voted shares will not be voted.
The cost of soliciting proxies will be borne by the Company. The Company may reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials
to such beneficial owners. Proxies may also be solicited by certain of the Company’s directors, officers, and regular
employees, without additional compensation, personally or by telephone or other communication means.
3
by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the
meeting to nominate the person(s) named in its notice, and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings required to be made in connection
with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed
nominee to being named as a nominee and to serve as a director if elected.
Proposals or nominations that do not meet all applicable requirements will not be entertained at the annual
meeting. Submissions or questions should be sent to: George M. Schisler, Jr., Office of the Secretary, Lam
Research Corporation, 4650 Cushing Parkway, Fremont, California 94538.
Stockholder nominations for director will be evaluated by Lam’s Nominating/Governance Committee in
accordance with substantially the same policies and criteria as candidates identified by the Board, its Nominating/
Governance Committee, or other sources. See the section entitled “Corporate Governance” below.
4
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees for Director
A board of ten directors is to be elected at the Annual Meeting. By a resolution duly adopted by the Board
pursuant to the bylaws of the Company, the Board of Directors has fixed the number of directors at ten. The
proxies cannot be voted for a greater number of persons than the ten nominees named below. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the ten nominees named below, each of
whom is currently a director of the Company. If any nominee of the Company should decline or be unable to
serve as a director as of the time of the Annual Meeting, the proxies will be voted for any substitute nominee
designated by the present Board of Directors to fill the vacancy. The Company is not aware of any nominee who
will be unable or will decline to serve as a director. In the event that additional persons are nominated for election
as directors, the proxy holders intend to vote all proxies received by them in such a manner in accordance with
cumulative voting as will assure the election of as many of the nominees listed below as possible, and in such
event the specific nominees to be voted for will be determined by the proxy holders. Discretionary authority
to cumulate the votes held by the proxy holders is solicited by this Proxy Statement. The term of office of each
person elected as a director will continue until a successor has been elected and qualified, or until his or her
earlier resignation or removal.
The following individuals have been nominated for election to the Board of Directors in accordance with
the criteria and procedures discussed below in “Corporate Governance.”
5
Director Principal Occupation and Business Experience
Director Age* Since During Past Five Years
David G. Arscott(1) 64 1980 Mr. Arscott has been a director of the Company since
1980, and was Chairman of the Board of Directors
from 1982 to 1984. He is currently, and has been
since 1988, a General Partner of Compass Technology
Group, an investment management firm. From 1978
to 1988, Mr. Arscott was a Managing General Partner
of Arscott, Norton & Associates, a venture capital
firm. Mr. Arscott is a director of Dragnet Solutions,
Inc., Percutaneous Systems, Inc., and Toolwire, Inc.
Robert M. Berdahl(2,3) 71 2001 Dr. Berdahl has been a director of the Company since
2001. Dr. Berdahl is currently, and has been since 2006,
the President of the Association of American Universities.
From 2004 to May 2006, Dr. Berdahl held the position of
Professor in the History Department of the University of
California, Berkeley and Professor of Public Policy in the
Goldman School of Public Policy, UC Berkeley. From 1997
to 2004, Dr. Berdahl served as Chancellor of the University
of California, Berkeley. From 1993 to 1997, Dr. Berdahl was
President of the University of Texas at Austin, and from
1986 to 1993, he was Vice Chancellor of Academic Affairs
of the University of Illinois at Urbana-Champaign.
Richard J. Elkus, Jr.(2,3) 73 1997 Mr. Elkus has been a director of the Company since 1997.
He is currently, and has been since 1996, Chairman of
Voyan Technology. From 1994 until 1997, Mr. Elkus was
Vice Chairman of the Board and Executive Vice President
of Tencor Instruments, Inc. Mr. Elkus is also currently a
director of Applied MicroStructures, SOPRA S.A., the
National Science and Technology Medals Foundation, and
the Scripps Research Institute.
Jack R. Harris(2) 66 1982 Mr. Harris has been a director of the Company since 1982.
Mr. Harris is currently, and since 2001 has been, Executive
Chairman of Metara, Inc., and is currently, and since
1999, has been, Chairman of HT, Inc. Mr. Harris is also a
director of HODO, Inc. and Jet Protect.
Grant M. Inman(1,3) 66 1981 Mr. Inman has been a director of the Company since 1981.
Mr. Inman is currently, and since 1998 has been, a General
Partner of Inman Investment Management. From 1985
until 1998, Mr. Inman was a General Partner of Inman &
Bowman, a venture capital investment partnership. Mr.
Inman is currently a director of Paychex, Inc., Wind River
Systems, Inc., and AlphaCard Systems.
6
Director Principal Occupation and Business Experience
Director Age* Since During Past Five Years
Catherine P. Lego(1) 51 2006 Ms. Lego has been a director of the Company since
2006. Ms. Lego is currently, and since 1999 has been, the
General Partner of The Photonics Fund, LLP, a venture
capital investment firm. She is also, and since 1992 has
been, a member of Lego Ventures, LLC, a technology
consulting firm. Ms. Lego is currently a director of
SanDisk Corporation and StrataLight Communications.
Stephen G. Newberry 54 2005 Mr. Newberry has been a director of the Company since
2005. He also serves as the Company’s President and Chief
Executive Officer. Mr. Newberry joined the Company
in August 1997 as Executive Vice President and Chief
Operating Officer. He was appointed President and Chief
Operating Officer in July 1998, and President and Chief
Executive Officer in June 2005.
Seiichi Watanabe(1) 67 2005 Dr. Watanabe has been a director of the Company since
2005. He is currently, and since July 2008 has been, the
Representative Director of TechGate Investment, Inc.,
of Japan. Dr. Watanabe served as executive director of
TechGate from July 2007 to July 2008. From 2005 to June
2007, he was the Executive General Manager, Research
& Development, for Terumo Corporation of Japan. From
2004 to 2005, Dr. Watanabe served as an Advisor to Sony
Corporation following his retirement from Sony in 2004.
During his tenure at Sony from 1993 to 2004, Dr. Watanabe
served as Executive Vice President of Environmental
Affairs, President of Frontier Science Laboratories (Sony),
President of the Semiconductor Division, and Director of the
Research Center. Dr. Watanabe is also currently a director of
Cool.revo, Inc. of Japan.
Patricia S. Wolpert(2) 58 2006 Ms. Wolpert has been a director of the Company since 2006.
Ms. Wolpert is currently, and since 2003 has been, the owner
of Wolpert Consulting LLC, a sales and marketing consulting
firm. From 1972 to 2003, Ms. Wolpert served in a variety of
executive positions with International Business Machines,
Inc., including: Vice President, Sales Transformation,
Americas; Vice President, Central Region, Americas; Vice
President, System Sales, South America; and various other
executive positions. Ms. Wolpert is currently a director and
Chairman of the Board of Teradyne, Inc.
7
CORPORATE GOVERNANCE
Lam Research’s Board of Directors and management are committed to responsible corporate governance
to ensure that the Company is managed for the long-term benefit of its stockholders. To that end, the Board of
Directors and management periodically review and update, as appropriate, the Company’s corporate governance
policies and practices. In doing so, the Board and management review published guidelines and recommendations
of institutional shareholder organizations and current best practices of similarly situated public companies.
The Board and management also regularly evaluate and, when appropriate, revise Lam Research’s corporate
governance policies and practices in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and
the rules and listing standards issued by the Securities and Exchange Commission (“SEC”) and the NASDAQ®
Stock Market, Inc. (“NASDAQ”).
• Board Membership Criteria — Lam Research’s Corporate Governance Guidelines provide that
nominees for director are evaluated on the basis of a range of criteria, including (but not limited to)
business and industry experience, wisdom, integrity, analytical ability, ability to make independent
judgments, understanding of the Company’s business and competitive environment, willingness and
ability to devote adequate time to Board duties, and other appropriate considerations. No director
shall be nominated or re-nominated after having attained the age of 75 years, and no director may
serve on more than a total of four boards of public companies (including the Company’s Board).
8
Director Independence
• Requirements — Lam Research’s Corporate Governance Guidelines require that at least a majority
of the Board shall be independent in accordance with NASDAQ rules and other applicable criteria for
independence. In addition, no non-employee director may serve as a consultant or service provider to
the Company without the approval of a majority of the independent directors.
• Current Board Members — The Board has determined that the following current directors are
independent in accordance with NASDAQ criteria for director independence: David Arscott, Robert
Berdahl, Richard Elkus, Jr., Jack Harris, Grant Inman, Catherine Lego, Seiichi Watanabe, and
Patricia Wolpert.
• Board Committees — All members of each of the Company’s three standing committees – the
Audit, Compensation, and Nominating/Governance Committees – are required to be independent
in accordance with NASDAQ and other applicable criteria. See “Board Meetings and Committees”
below for a description of the responsibilities of the Board’s standing committees.
• Lead Independent Director — Pursuant to the Corporate Governance Guidelines, the Board may
designate an independent director as the Lead Independent Director. Upon appointment, the Lead
Independent Director is responsible for coordinating the activities of the independent members of
the Board and acting as the principal liaison between the independent directors and the Executive
Chairman and CEO when necessary and appropriate. Director Robert Berdahl has served as the Lead
Independent Director since 2004.
• Executive Sessions of Independent Directors — The Board and its standing committees periodically
hold meetings of only the independent directors or Committee members without management
present.
• The Board as a whole, and each of the Board committees separately, have authority to retain
and terminate such independent consultants, counselors, or advisors to the Board or a respective
committee as each may deem necessary or appropriate.
• The Corporate Governance Guidelines provide that directors are expected to attend one or more
training sessions or conferences to enhance their ability to fulfill their responsibilities. Each of
the directors who served during fiscal year 2008 fulfilled this expectation. From time to time, the
Nominating/Governance Committee conducts a review of the functioning of the Board and the Board
committees.
• The Company maintains guidelines for stock ownership by members of the Board. Pursuant to the
Company’s Corporate Governance Guidelines, each director is expected to own at least 5,000 shares
of Lam Research Common Stock by the later of five years after commencing service on the Board or
November 2010.
• The Company maintains guidelines for stock ownership by designated members of the executive
management team. Under the guidelines, executives designated by the Compensation Committee,
including the Chief Executive Officer, the Chief Financial Officer, and certain other officers, are
expected to own a number of shares of Lam Research Common Stock equal in value to a multiple
of each executive’s base annual salary. The multiple varies according to the seniority of the office.
Executives are expected to achieve the requisite stock ownership levels by the later of five years
following appointment to office or December 2010.
9
Director Resignation or Notification Upon Change in Executive Officer Status
• The Corporate Governance Guidelines provide that a director who is also an executive officer of the
Company shall submit a resignation of his directorship to the Board if the officer ceases to be an
executive officer of the Company.
• The Corporate Governance Guidelines require that a non-employee director notify the Nominating/
Governance Committee if such director experiences a change of executive position held at another
company. Upon any such notification, the Nominating/Governance Committee will review the
appropriateness of the director’s continued Board membership under the circumstances, and the
director will be expected to act in accordance with the Nominating/Governance Committee’s
recommendation.
• Direct Communications — Any stockholder desiring to communicate with the Board of Directors
or with any director regarding the Company may write to the Board or the director, c/o George M.
Schisler, Jr., Office of the Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont,
CA 94538. The Office of the Secretary will forward all such communications to the director(s). In
addition, any stockholder, employee, or other person may communicate any complaint regarding
any accounting, internal accounting control, or audit matter to the attention of the Board’s Audit
Committee by sending written correspondence to: Lam Research Corporation, Attention: Board
Audit Committee, P.O. Box 5010, Fremont, CA 94536.
• Annual Meeting — The Company encourages its directors to attend the annual meeting of
stockholders each year. All of Lam Research’s then-current directors attended the 2007 annual
meeting.
• Preparation of a plan of succession for the offices of the CEO and other senior executives.
• Periodic review of committee charters for each of the Audit, Compensation, and Nominating/
Governance Committees which address corporate governance issues.
• Evaluation and approval of the CEO’s and Executive Chairman’s compensation by the independent
members of the Board, based on recommendations of the Compensation Committee.
• Evaluation and determination of the compensation of other executive officers by the Compensation
Committee.
• Maintenance of a Compliance Committee, composed of the Chief Financial Officer and other
Company managers and staff, for the purpose of identifying and addressing securities regulation
compliance matters.
• Maintenance of a procedure for receipt and treatment by the Audit Committee of anonymous and/or
confidential employee complaints or concerns regarding audit or accounting matters.
• Comparison by the Board and its committees of the Company’s corporate governance policies with
industry best practices and those of its peers.
• Availability of final proxy vote results on the Lam Research web site reasonably promptly following
final compilation of the voting results.
10
Board Meetings and Committees
The Board of Directors of the Company held a total of twelve regularly scheduled or special meetings
during fiscal year 2008. All of the directors who served for the entire fiscal year attended at least 75% of the
aggregate number of Board meetings that they were entitled to attend and meetings of Board committees on
which they were a member during fiscal year 2008. The Board of Directors has as standing committees an Audit
Committee, a Compensation Committee, and a Nominating/Governance Committee.
During fiscal year 2008, the Audit Committee consisted of Board members Arscott, Inman, Lego, and
Watanabe. The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act. All
Audit Committee members are non-employee directors who are independent in accordance with the NASDAQ
criteria for audit committee member independence. The Audit Committee held twenty meetings during fiscal
year 2008. The Audit Committee appoints and provides for the compensation of the Company’s independent
registered public accounting firm; oversees and evaluates the work and performance of the independent registered
public accounting firm; reviews the scope of the audit; considers comments made by the independent registered
public accounting firm with respect to accounting procedures and internal controls and the consideration given
thereto by the Company’s management; approves in accordance with applicable securities laws all professional
services to be provided to the Company by its independent registered public accounting firm; reviews internal
accounting procedures and controls with the Company’s financial and accounting staff; oversees internal audit
activities; oversees a procedure that provides for the receipt, retention and treatment of complaints received by the
Company and for the confidential and anonymous submission by employees regarding questionable accounting
or auditing matters; reviews and approves all related-party transactions; and performs related duties as set forth
in applicable securities laws, NASDAQ corporate governance guidelines, and the Committee charter. The Board
of Directors has determined that Ms. Lego is an audit committee financial expert pursuant to SEC rules and that
Ms. Lego is independent in accordance with the NASDAQ criteria for audit committee member independence.
During fiscal year 2008, the Compensation Committee consisted of Board members Berdahl, Elkus,
Harris, and Wolpert. All Compensation Committee members are non-employee directors who are independent
in accordance with the NASDAQ criteria for director independence. The Compensation Committee held five
meetings during fiscal year 2008. The Compensation Committee recommends the salary level, incentives, and
other forms of compensation for the Chief Executive Officer and the Executive Chairman, subject to approval by
the independent members of the Board. It also approves salary levels, incentives, and other forms of compensation
for the other executive officers of the Company. The committee reviews and recommends to the Board all
compensation arrangements applicable to the members of the Board. The Compensation Committee reviews,
recommends and approves, subject to stockholder and/or Board approval as required, the creation, amendment,
or termination of certain equity-based compensation plans of the Company and such other compensation plans
as the Board may designate. In addition, this committee has authority with respect to grants of stock options,
restricted stock and stock units, deferred stock, and performance share awards to officers and other employees
of the Company.
During fiscal year 2008, the Nominating/Governance Committee consisted of Board members
Berdahl, Elkus, and Inman. All Nominating/Governance Committee members are non-employee directors
who are independent in accordance with the NASDAQ criteria for director independence. The Nominating/
Governance Committee held three meetings during fiscal year 2008. This committee recommends, for approval
by the independent members of the Board, nominees for election as directors of the Company. Pursuant to the
committee’s charter and the Corporate Governance Guidelines, the Nominating/Governance Committee is also
responsible for recommending the composition of Board committees for approval by the Board, reviewing and
assessing the Corporate Governance Guidelines from time to time and recommending changes for approval by
the Board, reviewing the functioning of the Board and its committees and reporting the evaluation to the Board,
and reviewing the suitability of each director for continuing service on the Board.
The Nominating/Governance Committee, upon duly delegated authority from the Board, nominated the
slate of nominees for director of the Company as set forth in Proposal No. 1 above. The Nominating/Governance
Committee nominated the candidates for director in accordance with the criteria and procedures set forth above
in “Board Nomination Policies and Procedures.”
11
The Nominating/Governance Committee will consider for nomination persons properly nominated by
stockholders in accordance with the same policies and criteria as are applied to other nominees. In order for
the Nominating/Governance Committee to consider the nomination of a person submitted by a stockholder for
next year’s annual meeting, such nomination must be made in accordance with the Company’s bylaws and other
procedures described above in the section captioned “Stockholder Proposals and Nominations to be Voted on
at 2009 Annual Meeting.”
12
Security Ownership
of Certain Beneficial Owners and Management
The table below sets forth the beneficial ownership of shares of Common Stock of the Company by: (i) each
person or entity whom, based on information obtained, the Company believes beneficially owned more than 5%
of the Company’s Common Stock on the date set forth below, and the address of each such person or entity (“5%
stockholder”); (ii) each current director of the Company; (iii) each named executive officer (“named executive”)
described below in the “Executive Compensation” section; and (iv) all current directors and current executive
officers as a group. With the exception of 5% stockholders, the information below concerning the number of shares
beneficially owned is provided with respect to holdings as of September 12, 2008 (the “Record Date”), the most
recent practicable date for such determination, and, with respect to the 5% stockholders, the information below is
provided with respect to holdings as of June 30, 2008, unless otherwise identified. The percentage is calculated
using 125,746,309 as the number of shares of the Company’s Common Stock outstanding as of the Record Date.
Shares Beneficially Percent of
Name of Person or Identity of Group Owned (1) Class
FMR LLC (Fidelity Management & Research Co.) . . . . . . . . . . . . . . . . . . . . . . . 17,235,566(2) 13.7%
82 Devonshire Street
Boston, Massachusetts 02109
Wellington Management Company LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,631,400(2) 10.8%
75 State Street
Boston, Massachusetts 02109
AllianceBernstein LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,157,365(2) 7.3%
13456 Avenue of the Americas
New York, New York 10105
Capital Group International, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,917,820(2) 5.5%
1100 Santa Monica Blvd.
Los Angeles, California 90025
James W. Bagley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,000 *
David G. Arscott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,853 *
Robert M. Berdahl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,818 *
Richard J. Elkus, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,488 *
Jack R. Harris . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,448 *
Grant M. Inman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156,868 *
Catherine P. Lego . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,118 *
Stephen G. Newberry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210,500 *
Seiichi Watanabe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,786 *
Patricia S. Wolpert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,618 *
Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,157 *
Richard A. Gottscho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,510 *
Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,960 *
Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,374 *
All current directors and current executive officers as a group
(15 persons)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,057,559 *
13
(1)
Includes shares subject to outstanding stock options and restricted stock units (RSUs) that are exercisable
or vest within 60 days after September 12, 2008, if any, with respect to:
DIRECTOR COMPENSATION
The compensation of the Company’s non-employee directors is reviewed and determined annually by the
Board, upon recommendation from the Board’s Compensation Committee. All non-employee directors receive a
base cash retainer and equity compensation in the form of restricted stock units (RSUs). In addition, committee
chairs and the lead independent director receive additional cash retainers. The Board endeavors to maintain the
director compensation package in a form and amount that attracts and retains directors of the caliber desired by
the Company and that aligns director interests with those of stockholders.
Each non-employee director of the Company receives an annual base cash retainer and an annual equity
grant. For calendar year 2007 (the second half of which is part of fiscal year 2008), the Company’s non-employee
directors received an annual retainer of $42,000, with an additional $2,000 fee paid to the lead independent
director and each committee chair.
For calendar year 2008, the Board revised the cash retainer amount as follows: the Company’s non-
employee directors received an annual base cash retainer of $42,000; an additional retainer of $7,500 for service
as the chair of a committee other than the Audit Committee; a retainer of $10,000 for service as the chair of the
Audit Committee; and a retainer of $7,500 for service as lead independent director. Directors Lego and Wolpert
each received an additional fee for their respective service on the special committee that oversaw the voluntary
internal review of historical stock option granting practices. Ms. Lego received an additional $90,000, and Ms.
Wolpert received an additional $75,000.
14
In addition, each non-employee director is eligible to receive an annual equity grant, if any, in an amount,
on such terms, and on such date as may be determined annually by the Board. During fiscal year 2008, each
non-employee director received a grant of 4,678 RSUs for services during calendar year 2008. Each such RSU
grant was issued on May 2, 2008, and, subject to a director’s continued service on the Board, vests in full on
November 1, 2008.
EXECUTIVE COMPENSATION
Overview
Lam Research’s Compensation Committee (the “Committee”) oversees and administers compensation
policies, programs, and practices applicable to the Company’s executive officers at least annually and
recommends, where appropriate, material changes for the Board’s consideration and approval. In addition, the
Committee periodically reviews performance criteria for the Chief Executive Officer designed to further the
Company’s goals and objectives; evaluates the CEO’s performance in light of those performance criteria, goals
and objectives; and, based on such evaluation, recommends, for approval by the independent members of the
Board, the CEO’s compensation package, including any employment agreement.
This Compensation Discussion & Analysis (“CD&A”) discusses our compensation program for fiscal year
2008 and also covers actions regarding executive compensation that were taken through September 12, 2008
for our executive officers listed below (the “named executive officers”) whose compensation is detailed in the
tables below:
Name Title
Stephen G. Newberry. . . . . . . President and Chief Executive Officer
Martin B. Anstice*. . . . . . . . . Senior Vice President, Chief Financial Officer and Chief Accounting Officer
Ernest E. Maddock*. . . . . . . . Senior Vice President, Global Operations
Abdi Hariri. . . . . . . . . . . . . . . Group Vice President, Customer Support Business Group
Richard Gottscho . . . . . . . . . . Group Vice President and General Manager, Etch Businesses
* Effective September 29, 2008, Mr. Anstice was appointed the Company’s Executive Vice President and
Chief Operating Officer and Mr. Maddock was appointed the Company’s Senior Vice President and Chief
Financial Officer.
15
Elective Deferred Compensation Plan summarizes this plan and the role it has in our compensation
program
Retirement Benefits Under the 401(k) Plan and Not-Generally-Available Benefit Program summarizes our
retirement benefits under the 401(k) plan, as well as other benefits provided to our executive officers that are not
generally available to all of our employees
The Executive Retirement Medical and Dental Plan summarizes this element of our compensation
program
Executive Stock Ownership Guidelines sets forth the stock ownership guidelines that we have adopted for
our executive officers
Accounting and Tax Considerations explains the accounting and tax matters that we consider when setting
compensation
This CD&A discusses our executive compensation in the context of a calendar year because our
compensation program is designed and evaluated on a calendar year basis rather than a fiscal year basis.
However, as required by applicable SEC rules, the compensation tables that follow this CD&A report the
executive compensation earned and awards granted during fiscal year 2008.
• Maximize the Company’s long-term success by appropriately rewarding executive officers for their
achievements;
• Focus executive efforts on long-term strategic goals for the Company by closely aligning executive
financial interests with stockholder interests while limiting dilution of the Company’s shares; and
• Structure compensation programs to take into account the accounting treatment and tax deductibility
of executive compensation expense.
In formulating and administering the individual elements of our executive compensation program we focus on:
• Developing compensation packages for our executive officers that are competitive with similarly
situated executives in high technology companies;
• Emphasizing pay for performance that rewards achievement of both short- and long-term business
objectives;
• Establishing appropriate quantitative and strategic performance objectives and metrics; and
• Matching recognition of compensation expense as much as possible to the fiscal period in which
performance occurs.
Within this framework, the Committee reviews the information, analysis and compensation proposals
provided by management and by outside consultants and meets with our Executive Chairman, senior
management, and specialists from Human Resources, Finance and Legal. Management makes recommendations
to the Committee on the base salary, annual incentive award targets and long-term incentive compensation
for the named executive officers. The Committee considers management’s recommendations with respect to
executive compensation in light of competitive compensation data and relevant business objectives, and engages
with outside consultants as it deems appropriate. At the request of the Committee, the Executive Chairman
discusses management’s compensation recommendations with the Committee. The Committee also regularly
holds executive sessions not attended by any members of management. The Committee makes recommendations
to the independent members of our Board of Directors on the compensation of our Chief Executive Officer for
the final determination and approval by the independent members of our Board of Directors.
16
Executive Compensation Program Components and Process
Components. Lam Research’s executive compensation program consists of the major components listed
in the table below. We consider each element to be appropriate to meet one or more of the principal objectives
of our compensation policy. We generally target compensation near the 50th percentile of our peer group, yet
allow our executives the ability to achieve higher levels of compensation (up to and above the 75th percentile of
our peer group) if warranted by superior company and individual performance. Furthermore, we also consider
factors such as job performance, job scope and responsibilities, skill set, prior experience, the executive’s time
in his or her position with Lam Research, internal consistency regarding pay levels for similar positions or skill
levels within the Company, external pressures to attract and retain talent, and market conditions generally. In
general, pay differentials between our executive officers reflect these factors, and we believe are consistent with
pay differentials between similar positions at our peer companies.
Component Purpose Target Market Position
1. Base salary . . . . . . . . . . . . . . . . . . . . . . Enable recruitment and retention 50th percentile
of high caliber employees at a
competitive level of compensation
2. Annual incentive awards . . . . . . . . . . . Reward executives for achieving 50th – 75th percentile,
shorter-term corporate and functional depending on
performance objectives performance results
3. MYIP . . . . . . . . . . . . . . . . . . . . . . . . . . Align executive performance goals 50th – 75th percentile,
with corporate objectives associated depending on
with long-term stockholder value performance results
creation; promote executive retention
4. Deferred compensation benefits. . . . . . Provide competitive benefits
5. Retirement benefits. . . . . . . . . . . . . . . . Provide competitive benefits; promote 50th percentile
executive retention
6. Other benefit programs. . . . . . . . . . . . . Provide competitive benefits
We also have included severance provisions in employment agreements we have entered into with Messrs.
Bagley and Newberry. These employment agreements are described in more detail below as well as in the
“Potential Payments Upon Termination or Change-in-Control” section. In addition, we have the flexibility
to offer severance benefits to other executive officers in the future for recruitment and retention purposes
and in order to provide a period during which a former executive is incentivized not to engage in competitive
activities.
Process: Overview. At the beginning of each calendar year, the Committee reviews base salaries, annual
incentives and long-term incentives of the named executive officers and revises the overall compensation
package periodically when appropriate in light of Lam Research’s current business strategies and performance
and changes in regulatory, tax and accounting rules and interpretations, while also taking into account the
interests of our stockholders. For instance, in 2006, we substantially revised the long-term incentive element of
our compensation program when we introduced the MYIP in consideration of, among other concerns, changes
to accounting rules regarding expense recognition for equity-based awards.
Process: Annual Incentive Awards. Our annual incentive awards provide for cash payments based on the
corporate, organizational and individual performance results achieved each calendar year. Corporate performance
is determined primarily by operating income as a percent of revenue. Organizational and individual performance
metrics generally fall in one or more of the following categories: business process improvement, customer
relationships, market share gains, organizational capability, new product development, decreased cycle times,
and employee retention efforts. In January and/or February of each year, the Committee reviews the operating
income performance target and target incentive amounts for the first half of the calendar year and reviews those
17
targets again, generally in August, for the second half of the calendar year. By reviewing performance targets
and incentive amounts every six months, the Committee retains the ability to make adjustments as necessary to
reflect changing business conditions and corporate objectives.
Process: MYIP. The MYIP is a program under Lam Research’s stockholder-approved 2004 Executive
Incentive Plan (the “EIP”). The cash-based incentive structure of the MYIP is intended to provide competitive
levels of compensation to our senior executives while (i) allowing the Company to accrue compensation expense
during the period in which performance goals are met, (ii) as a non-equity program, minimizing dilution of
stockholder value, and (iii) incentivizing senior management retention by generally requiring continuous
employment through the payment determination date which is typically approximately two years following
the start of the performance period. Performance factors are established by the Committee (or the independent
members of the Board for the CEO) annually and funding is accrued on a quarterly basis. A new MYIP cycle
typically commences at the beginning of each calendar year and lasts for eight consecutive quarters. For instance,
our first MYIP cycle commenced in the first quarter of calendar year 2006 and ran through the end of calendar
year 2007 (the “2006 MYIP”), a second MYIP commenced in the first quarter of calendar year 2007 and runs
through the end of calendar year 2008 (the “2007 MYIP”), and a third MYIP commenced in the first quarter
of calendar year 2008 and runs through the end of calendar year 2009 (the “2008 MYIP”). To date, the MYIP
performance metrics have been composed of a formula based on attainment of the Company’s operating income
target for each year and stock price because the Committee believes these measurements represent the best
indicators of the performance of the Company and our executive team during the performance periods. For the
2006 MYIP, target award levels were determined after consideration of a study conducted during 2005 and 2006
by Mercer Consulting, an objective third party consulting firm. Mercer Consulting was engaged by management
to provide information on the amounts that executives of Lam’s peer group realized pursuant to long-term
equity-based incentive programs and to provide a recommendation on competitive target awards in lieu of equity
grants for participants of the 2006 MYIP. For the 2007 and 2008 MYIPs, the Committee (and the independent
members of the Board with respect to the CEO) set target awards after consideration of the overall compensation
package for the named executive officers, the potential rewards from the MYIP and the competitive compensation
environment. The Committee (and the independent members of the Board with respect to the CEO) meets in
January and/or February to review and determine the operating income performance metric for the then-current
calendar year for each cycle of the MYIP then in effect.
Process: Setting Targets for Annual Incentive Awards and MYIP. The Committee (or the independent
members of the Board for the CEO) establishes performance goals so that the specific performance targets will
be challenging but achievable based on expected levels of performance from executive officers while providing
that below expected performance will reduce the executive’s award. Performance goals are set such that very
strong performance is required to earn payments above the target bonus amounts. The Company believes that
its specific operating income targets for awards granted as annual incentive awards and under the MYIP are
confidential information and their disclosure would result in competitive harm to the Company. In 2006 and
2007 Lam Research achieved significant market share growth, leading to a substantial expansion of revenues
and profitability growth. Together, these results led to the payment of above-target bonuses as annual incentive
awards and contributed to a maximum payout under the 2006 MYIP performance cycle. For calendar years 2007
and 2008, the Committee revised the operating income growth targets upward to provide a greater degree of
difficulty in meeting those targets in light of the business plan and outlook each year.
Peer Group
The Committee also determines the levels of compensation and the mix and weighting of compensation
components after reviewing data from a peer group of comparably-sized companies in the high technology
industry and from nationally published survey data.
18
The peer group companies are selected based on their comparability to Lam Research’s revenue size and
business purpose, and with whom we believe we are likely to compete for talent. Based on these criteria, the peer
group may be modified from one year to the next. For fiscal year 2008, the peer group consisted of the following
companies:
Base Salary
For 2007 and 2008, after taking into consideration peer group compensation and management’s
recommendations, the Committee (and the independent members of the Board with respect to the CEO) set the
base salaries of each of the named executive officers (see table below) as follows:
Calendar Calendar
Name Year 2007 Year 2008
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $800,000 $800,000
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $380,000 $400,000
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $400,000 $416,000
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $300,000 $315,000
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $340,000 $360,000
Generally
Annual incentive awards for our executive officers for a specific calendar year are based on an individual
performance factor, a corporate performance factor, and a target bonus amount based upon a percentage of annual
eligible salary. The actual incentive award is calculated by multiplying the individual factor by the corporate
factor by the actual eligible earnings amount. The portion of the award based upon individual performance is
subject to a maximum multiplier determined at the beginning of the calendar year. The corporate performance
factor is applied using an established percentage based on the Company’s actual operating income as a percent
of revenue. The calculated incentive award for executive officers (other than the CEO) may be increased or
decreased by the Committee in its discretion (or the independent members of the Board with respect to the CEO)
after the performance period.
The individual metrics for calendar year 2007 were (and for 2008 are anticipated to be) given equal weight
with the corporate performance factor which was or will be based upon operating income as a percent of
revenue. These objectives and relative weightings were selected based upon management recommendations and
Committee and Board determination that they represented the most important metrics of company performance
during the applicable calendar years and as a complement to the focus on the operating income metric under the
MYIP discussed below. For calendar year 2007, the portion of the awards based upon individual performance
was subject to a maximum multiplier of 1.5 on the performance factor.
19
Mr. Newberry
Annual incentive award targets for Mr. Newberry for calendar years 2007 and 2008 were established
under Lam Research’s EIP so that his bonus amounts would qualify for deductibility under Section 162(m) of the
Internal Revenue Code of 1986, as amended (“Section 162(m)”), discussed further below.
Calendar Year 2007. In February 2007, the Board approved Mr. Newberry’s target bonus amount for
calendar year 2007 at 100% of his annual eligible salary. The Committee selected, and the independent members
of the Board approved, the annual bonus plan factors for Mr. Newberry and established targets for the first half
of calendar 2007. The metrics for Mr. Newberry’s individual performance were market share (weighted at 30%),
revenue and gross margin (weighted at 35%) and cash from operations (weighted at 35%). These objectives,
together, were given equal weight with the corporate performance factor which was based upon operating
income as a percent of revenue. In August 2007, no changes were made to Mr. Newberry’s performance targets
for the second half of calendar year 2007. For calendar year 2007, the Board did not use its discretion to alter
Mr. Newberry’s annual incentive award from the calculated amount. In February 2008, under the terms of Mr.
Newberry’s annual incentive award, the Committee and the independent members of the Board calculated Mr.
Newberry’s calendar year 2007 annual incentive award at 1.80 times his target bonus amount, equal to a payout
of $1,427,690. This amount is included in the Non-Equity Incentive Plan Compensation column of the Summary
Compensation Table below.
Calendar Year 2008. In March 2008, based upon the Committee’s recommendations, the independent
members of the Board approved Mr. Newberry’s target bonus amount for calendar year 2008 at 125% of base salary,
subject to a cap of 2.25 times the target bonus amount. The metrics for Mr. Newberry’s individual performance are
cash from operations (weighted at 35%), revenue and gross margin (weighted at 30%), market share (weighted at
25%), and new market/new product revenue (weighted at 10%). These objectives, together, are given equal weight
with the corporate performance factor which is based upon operating income as a percent of revenue.
20
Calendar Year 2008. In January 2008, new target bonus amounts for calendar year 2008 were set for the
named executive officers. These amounts range from 70% to 80% of annual salary for each executive, subject to
a cap of 2.25 times the target bonus amount.
Fiscal 2008
2006 MYIP
2007 MYIP
2008 MYIP
The Committee (or the independent members of the Board) establishes performance factors, comprised of
a formula based on the attainment of the Company’s operating income target, on an annual basis and measures
and accrues the performance factors on a quarterly basis. In February 2006, the Committee (and the independent
members of the Board with respect to the CEO) established the operating income performance metric upon
which actual incentive awards would be calculated for calendar 2006. In January 2007, the Committee (and
the independent members of the Board with respect to the CEO) established the operating income performance
metric for calendar 2007 under both the 2006 and 2007 MYIPs. In January 2008, the Committee established
the operating income performance metric for calendar year 2008 under both the 2007 and 2008 MYIPs for the
Company’s named executive officers, excluding Mr. Newberry. In March 2008, based on recommendations of
the Committee, the independent members of the Board established this metric for Mr. Newberry.
Additionally, the 2006, the 2007, and the 2008 MYIPs provide that the calculated award amounts are
automatically increased (but may not be decreased) pursuant to a ratio comparing the Company’s stock price
performance over the 50 trading day trailing average as of the end of each fiscal quarter to the 200 trading day
trailing average as of the beginning of the respective program. Under each program, the actual award payable
to each participant cannot exceed 2.5 times the target bonus amount set for each plan. During calendar year
2006 and 2007, the stock price factor did positively affect the amounts calculated pursuant to the formula set
forth in the respective MYIP. For the first two quarters of 2008, the stock price factor did not affect the amounts
calculated pursuant to the formula set forth in the 2007 or 2008 MYIP.
21
The Committee (and the independent members of the Board with respect to the CEO) has the opportunity
to review the accruals and bonus amounts on a periodic basis and may choose to exercise negative discretion
to reduce the amount of award accruals or bonus amounts following such review. The Committee (and the
independent members of the Board with respect to the CEO) did not exercise its negative discretion to reduce
any award accruals or bonus amounts during calendar years 2006 or 2007 or for the first two quarters of calendar
year 2008 for a named executive officer.
The aggregate individual target award amounts and the aggregate amounts earned for the named executive
officers under the MYIP (except for Mr. Gottscho who participates in the 2008 MYIP only) were:
Aggregated Earned
Individual Aggregated Award as a
Target Individual % of Target
MYIP Amounts Earned Awards Amount
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,825,000(1) $17,062,500(2) 250%
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,507,500(3) NA(4) NA(4)
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,214,500 NA(5) NA(5)
(1)
Excludes target amount for Nicolas Bright, a former named executive officer, in the amount of
$1,500,000.
(2)
Excludes earned amount for Nicolas Bright in the amount of $3,505,000.
(3)
Excludes target amount for Nicolas Bright, in the amount of $1,650,000.
(4)
Earned awards under the 2007 MYIP are anticipated to be paid in February 2009.
(5)
Earned awards under the 2008 MYIP are anticipated to be paid in February 2010.
22
Mr. Bagley will not participate in any executive bonus plans maintained by the Company, but Mr. Bagley will
be eligible to participate in the standard executive benefit plans maintained by the Company. During the term
of the Bagley Agreement, Mr. Bagley agrees not to perform services for any other for-profit enterprise that
would interfere with his services to, or otherwise compete with, the Company. The Bagley Agreement includes
severance provisions which are described below in the “Potential Payments Upon Termination or Change-in-
Control” section below.
Retirement Benefits Under the 401(k) Plan and Not-Generally-Available Benefit Programs
Each of Lam Research’s named executive officers is eligible for benefits generally available to Company
employees such as matching contributions to Lam Research’s 401(k) plan. In addition, Lam provides a company
contribution to the EDCP in lieu of matching contributions to the 401(k) Plan. This Company contribution is
shown in the All Other Compensation Table and Non-Qualified Deferred Compensation table.
Lam Research also provides additional benefits to its named executive officers that are not generally
available to other Company employees, including the payment of supplemental Long Term Disability insurance,
Executive Dental insurance coverage and an Executive Medical Reimbursement program that offsets executives’
payment of medical co-insurance and co-payments. These benefits are shown in the All Other Compensation
table.
23
must be enrolled in the Company’s U.S. group medical and dental plans at the time of his or her retirement. When
the executive retiree or spouse of a retiree reaches age 65, he or she is required to enroll in Medicare parts A and
B which would be the primary payer for the executive retiree or spouse of a retiree’s health insurance coverage.
The benefit also covers the executive retiree’s spouse at the time of retirement for his or her lifetime as well as
dependent children until age of 19 or 24 if a full time student. The benefit ceases if the executive retiree becomes
employed by a competitor of Lam Research after leaving the Company’s service. We provide the benefit to
our executives and members of our Board to further the long-term retention of their services and/or provide a
disincentive to later compete against the Company.
24
To satisfy potential Section 409A liability to employees (including the named executive officers) with
respect to certain options previously granted by the Company, in March 2008, the Board approved payments to
be made to compensate such employees (including the named executive officers) for the additional tax liability
associated with the options. The table below lists the amount of estimated 409A liability, including gross-up
payments, that will be paid to or on behalf of the listed named executive officers.
Estimated Cash 409A Liability,
including gross-up
Name $ million
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . $10.3
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.5
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.2
The Company’s Form 10-K for the year ended June 24, 2007, filed on March 31, 2008 and the Company’s
Form 8-K filed on April 2, 2008 provide additional information on the actions taken with respect to the Section
409A liability.
Other Tax Considerations. It is Lam’s general philosophy not to provide any executive officer or director
with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Section 280G of
the Internal Revenue Code.
Summary Compensation Table
Nonqualified
Non-Equity Deferred All Other
Fiscal Stock Option Incentive Plan Compensation Compensation
Name and Principal Position Year Salary Bonus Awards Awards (3) Compensation Earnings (14) (15) (16) Total
Stephen G. Newberry. . . . . . . 2008 $800,000 $0 $ 0 $ 0 $6,260,949(4) $ 0 $ 9,260 $7,070,209
Chief Executive Officer 2007 $759,039 $0 $ 0 $ 3,013 $7,588,859(5) $ 808 $ 19,602 $8,371,321
and President
Martin B. Anstice. . . . . . . . . . 2008 $386,538 $0 $ 0 $ 0 $2,523,046(6) $ 0 $ 16,148 $2,925,733
Senior Vice President, 2007 $353,077 $0 $ 0 $ 479 $4,189,847(7) $ 0 $ 25,744 $4,569,147
Chief Financial Officer &
Chief Accounting Officer
Ernest E. Maddock. . . . . . . . . 2008 $405,231 $0 $ 0 $ 0 $2,321,231(8) $ 0 $ 14,747 $2,741,209
Senior Vice President, 2007 $383,174 $0 $ 0 $ 2,681 $3,369,508(9) $ 3 $ 22,233 $3,777,599
Global Operations
Abdi Hariri. . . . . . . . . . . . . . . 2008 $304,904 $0 $ 0 $ 0 $1,826,383(10) $ 0 $ 17,959 $2,149,246
Group Vice President, 2007 $283,173 $0 $ 0 $ 1,028 $2,728,276(11) $ 66 $ 25,854 $3,038,397
Customer Support
Business Group
Richard A. Gottscho. . . . . . . . 2008 $346,538 $0 $774,846(1) $ 0 $699,734(12) $ 0 $ 15,496 $1,836,615
Group Vice President and 2007 $327,692 $0 $747,356(2) $ 1,194 $419,207(13) $ 729 $ 23,863 $1,520,041
General Manager, Etch
Businesses
(1)
Amounts shown do not reflect compensation actually received by the named executive officer. Instead,
the amounts shown are the compensation expenses recognized by Lam Research in fiscal year 2008 for
restricted stock units as determined pursuant to FASB Statement of Financial Accounting Standards
Number 123(revised) “Share-Based Payment” (“SFAS 123R”). These compensation expenses reflect
restricted stock units granted prior to fiscal 2008.
(2)
Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the
amounts shown are the compensation expenses recognized by Lam Research in fiscal 2007 for restricted
stock units as determined pursuant to SFAS 123R. These compensation expenses reflect restricted stock
units granted during fiscal 2007 and prior to fiscal 2007.
(3)
Amounts shown do not reflect compensation actually received by the named executive officer. Instead,
the amounts shown are the compensation expenses recognized by Lam Research in fiscal 2007 for option
awards as determined pursuant to SFAS 123R. These compensation expenses reflect option awards granted
25
prior to fiscal 2007. The assumptions used to calculate the fair value of these option awards are set forth in
Note M in Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for
the fiscal year ended June 30, 2002.
(4)
Represents $1,427,690 earned by Mr. Newberry pursuant to his 2007 annual incentive award (which was
made under the EIP and pursuant to the Company’s annual bonus plan for calendar year 2007), $1,783,440
accrued on Mr. Newberry’s behalf for performance during fiscal 2008 under the 2006 MYIP, $2,173,227
accrued for performance during fiscal 2008 under the 2007 MYIP, and $876,592 accrued for performance
during fiscal 2008 under the 2008 MYIP. Mr. Newberry received the amounts accrued under the 2006
MYIP and will be eligible to receive the 2007 and 2008 MYIPs if he remains employed by Lam Research
through the respective payment determination dates in February 2009 or February 2010.
(5)
Represents $1,485,716 earned by Mr. Newberry pursuant to his 2006 annual incentive award (which was
made under the EIP and pursuant to the Company’s annual bonus plan for calendar year 2006), $4,718,128
accrued on Mr. Newberry’s behalf for performance during fiscal 2007 under the 2006 MYIP and $1,385,015
accrued for performance during fiscal 2007 under the 2007 MYIP. Mr. Newberry received the amounts
accrued under the 2006 MYIP and will be eligible to receive the 2007 MYIP if he remains employed by
Lam Research through the payment determination date in February 2009.
(6)
Represents $503,258 earned by Mr. Anstice pursuant to his 2007 annual incentive award, $740,813 accrued
on Mr. Anstice’s behalf for performance during fiscal 2008 under the 2006 MYIP, $926,370 accrued for
performance during fiscal 2008 under the 2007 MYIP, and $352,605 accrued for performance during
fiscal 2008 under the 2008 MYIP. Mr. Anstice received the amounts accrued under the 2006 MYIP and
will be eligible to receive the 2007 and 2008 MYIPs if he remains employed by Lam Research through the
respective payment determination dates in February 2009 or February 2010.
(7)
Represents $447,212 earned by Mr. Anstice pursuant to his 2006 annual incentive award, $1,207,483 earned
for performance during fiscal 2007 under the supplemental plan, $1,959,838 accrued on Mr. Anstice’s
behalf for performance during fiscal 2007 under the 2006 MYIP and $575,314 accrued for performance
during fiscal year 2007 under the 2007 MYIP. Mr. Anstice received the amounts accrued under the 2006
MYIP and will be eligible to receive the 2007 MYIP if he remains employed by Lam Research through the
payment determination date in February 2009.
(8)
Represents $490,602 earned by Mr. Maddock pursuant to his 2007 annual incentive award, $672,220
accrued on Mr. Maddock’s behalf for performance during fiscal 2008 under the 2006 MYIP, $840,595
accrued for performance during fiscal 2008 under the 2007 MYIP, and $317,815 accrued for performance
during fiscal 2008 under the 2008 MYIP. Mr. Maddock received the amounts accrued under the 2006
MYIP and will be eligible to receive the 2007 and 2008 MYIPs if he remains employed by Lam Research
through the respective payment determination dates in February 2009 or February 2010.
(9)
Represents $510,745 earned by Mr. Maddock pursuant to his 2006 annual incentive award, $558,348 earned
for performance during fiscal 2007 under the supplemental plan, $1,778,371 accrued on Mr. Maddock’s
behalf for performance during fiscal 2007 under the 2006 MYIP and $522,044 accrued for performance
during fiscal year 2007 under the 2007 MYIP. Mr. Maddock received the amounts accrued under the 2006
MYIP and will be eligible to receive the 2007 MYIP if he remains employed by Lam Research through the
payment determination date in February 2009.
(10)
Represents $332,268 earned by Mr. Hariri pursuant to his 2007 annual incentive award, $548,751 accrued
on Mr. Hariri’s behalf for performance during fiscal 2008 under the 2006 MYIP, $686,200 accrued for
performance during fiscal 2008 under the 2007 MYIP, and $259,164 accrued for performance during
fiscal 2008 under the 2008 MYIP. Mr. Hariri received the amounts accrued under the 2006 MYIP and
will be eligible to receive the 2007 and 2008 MYIPs if he remains employed by Lam Research through the
respective payment determination dates in February 2009 or February 2010.
26
(11)
Represents $328,354 earned by Mr. Hariri pursuant to his 2006 annual incentive award, $522,032 earned
for performance during fiscal 2007 under the supplemental plan, $1,451,732 accrued on Mr. Hariri’s behalf
for performance during fiscal 2007 under the 2006 MYIP and $426,158 accrued for performance during
fiscal year 2007 under the 2007 MYIP. Mr. Hariri received the amounts accrued under the 2006 MYIP and
will be eligible to receive the 2007 MYIP if he remains employed by Lam Research through the payment
determination date in February 2009.
(12)
Represents $403,546 earned by Mr. Gottscho pursuant to his 2007 annual incentive award and $296,188
accrued on Mr. Gottscho’s behalf for performance during fiscal 2008 under the 2008 MYIP. Mr. Gottscho
will be eligible to receive the 2008 MYIP if he remains employed by Lam Research through the payment
determination date in February 2010.
(13)
Represents $419,207 earned by Mr. Gottscho pursuant to his 2006 annual incentive award.
(14)
Reflects interest earned on deferred compensation, to the extent that the interest rate exceeded 120% of the
applicable federal long-term rate.
(15)
Please refer to the “All Other Compensation Table” which follows this table for additional information.
(16)
The amounts listed in the “All Other Compensation” column for 2007 were adjusted to reflect corrected
amounts for Company Contribution to the Elective Deferred Compensation Plan in Lieu of Matching
Contributions to the 401(k) Plan.
Salary, bonus, and non-equity incentive plan compensation above includes amounts earned in fiscal year
2008 and fiscal year 2007 even if deferred at the election of the executive officer under the Company’s deferred
compensation plans and/or the Company’s 401(k) Plan.
All Other Compensation
Company
Contribution
to the Elective
Deferred
Compensation
Company Company-Paid Plan in Lieu
Matching Long Term Company-Paid of Matching
Contribution to Disability Healthcare Contributions
Fiscal the Company’s Insurance Insurance to the 401(k)
Name Year 401(k) Plan Premiums (1) Premiums (2) Plan (3) Total
Stephen G. Newberry. . . . . . . . 2008 $ 0 $277 $8,983 $ 0 $ 9,260
Martin B. Anstice. . . . . . . . . . . 2008 $7,165 $ 0 $8,983 $ 0 $16,148
Ernest E. Maddock. . . . . . . . . . 2008 $ 0 $697 $7,225 $6,825 $14,747
Abdi Hariri. . . . . . . . . . . . . . . . 2008 $6,357 $ 0 $8,983 $2,619 $17,959
Richard A. Gottscho. . . . . . . . . 2008 $7,027 $881 $7,588 $ 0 $15,496
(1)
Represents the portion of supplemental long term disability insurance premiums paid by Lam. This
program was discontinued in 2002 and is available only to participants enrolled as of 2002.
(2)
Represents the portion of executive dental and executive medical reimbursement insurance premiums paid
by Lam.
(3)
Represents the amount that Lam credited to the EDCP which is equal to any matching contribution into the
401(k) Plan, that an executive would have been entitled to but did not receive as a result of compensation
deferrals into the EDCP.
27
Grants of Plan-Based Awards
Estimated Future Payouts Under Non-Equity
Incentive Plan
Name Grant Date Threshold ($) Target ($) Maximum ($)
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . 03/08(1) — $ 4,000,000 $ 10,000,000
03/08(2) — $ 1,000,000 $ 2,250,000
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . . . . . . . . 01/08(1) — $ 1,500,000 $ 3,750,000
01/08(2) — $ 320,000 $ 720,000
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . . . . . . . . 01/08(1) — $ 1,352,000 $ 3,380,000
01/08(2) — $ 332,800 $ 748,800
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 01/08(1) — $ 1,102,500 $ 2,756,250
01/08(2) — $ 220,500 $ 496,125
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . 01/08(1) — $ 1,260,000 $ 3,150,000
01/08(2) — $ 270,000 $ 607,500
(1)
Represents awards granted under the 2008 MYIP covering performance during calendar years 2008 and
2009. Amounts shown are for performance over a two-year period.
(2)
Represents awards granted under the 2008 annual incentive award. See the “Annual Incentive Awards”
discussion above for details on actual payments made in February 2008 for the 2007 annual incentive
awards.
Outstanding Equity Awards at the End of Fiscal Year 2008
Equity Equity
Incentive Incentive
Plan Plan Awards:
Number of Awards: Number Market Equity Incentive Market or
Number of Securities Number of of Shares Value Plan Awards: Payout Value
Securities Underlying Securities or Units of Shares or Number of of Unearned
Underlying Unexercised Underlying of Stock Units of Unearned Shares, Shares, Units
Unexercised Options Unexercised Option Option That Have Stock That Units or Other or Other Rights
Options (#) (#) Unearned Exercise Expiration Not Have Not Rights That Have That Have Not
Name Exercisable Unexercisable Options Price ($) Date Vested Vested ($) Not Vested Vested
Stephen G. Newberry. . . . . . . 5,250(1) — — $ 16.14 10/1/2011 — — — —
200,000(2) — — $ 25.66 4/30/2009 — — — —
5,250(3) — — $ 11.66 10/1/2008 — — — —
Martin B. Anstice. . . . . . . . . . 2,000(4) — — $ 24.25 3/19/2011 — — — —
849(1) — — $ 16.64(9) 10/1/2011 — — — —
Ernest E. Maddock. . . . . . . . . 2,050(1) — — $ 16.64(9) 10/1/2011 — — — —
1,000(5) — — $ 24.19(9) 12/24/2011 — — — —
28,800(6) — — $ 25.53(9) 2/27/2009 — — — —
Abdi Hariri. . . . . . . . . . . . . . . 822(1) — — $ 16.64(9) 10/1/2011 — — — —
1,000(1) — — $ 16.14 10/1/2011 — — — —
Richard A. Gottscho. . . . . . . . — — — 32,000(7) 1,187,840
5,600(8) $ 207,872 — —
(1)
These options were granted on October 1, 2001. 100% of the options vested on October 1, 2006.
(2)
These options were granted on April 30, 2002. The options vested 25% annually on February 28 in 2003,
2004, 2005, and 2006.
(3)
These options were granted on August 2, 2002. 100% of the options vested on October 1, 2002.
(4)
These options were granted on March 19, 2001. 36,000 total options were granted with 25% vesting on the
first, second, third and fourth anniversaries of the grant date.
(5)
These options were granted on December 24, 2001. 100% of the options vested on December 24, 2006.
(6)
These options were granted on February 27, 2002. 86,700 total options were granted and vested 13,800 on
02/27/03, 15,300 on 02/27/04, 28,800 on 02/27/05, and 28,800 on 02/27/06.
28
(7)
These restricted stock units (“RSUs”) were granted on May 12, 2006 and are subject to performance
criteria and service period. 100% of the RSUs will vest on May 12, 2009 provided that the person remains
an employee on such date.
(8)
These RSUs were granted on January 4, 2007. 8,400 total RSUs were granted. 33.33% vested or will vest
on each of April 15, 2008, August 1, 2008 and December 1, 2008, provided that the person remains an
employee on each such date.
(9)
The exercise price of these options was increased to the fair market value per share on the correct measurement
date so as to avoid tax consequences under Section 409A and, as applicable, similar provisions of state law.
The Company’s Form 8-K filed on May 8, 2008 provides additional information on the amendments.
Option Exercises and Stock Award Vesting During Fiscal Year 2008
Option Awards Stock Awards
Number Number
of Shares Value of Shares Value
Acquired on Realized Acquired on Realized
Name Exercise on Exercise Vesting on Vesting
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 11,200 $595,924
29
Name FY 2008
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . . . . $78,000
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22,000
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $85,000
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $71,000
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $75,000
James Bagley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $46,000
In addition, certain of the Company’s stock option plans and its Employee Stock Purchase Plan provide
that, upon a merger of the Company with or into another corporation or the sale of substantially all of the assets
of the Company, each outstanding option or right to purchase Common Stock shall be assumed, or an equivalent
option or right substituted, by the successor corporation or a parent or subsidiary of the successor corporation. In
the event that the successor corporation does not agree to assume the option or right or substitute an equivalent
option or right, at the discretion of the plan administrator, some or all of the options granted under certain of
the stock option plans shall be accelerated so as to be fully exercisable, and all of the rights granted under the
Employee Stock Purchase Plan shall be fully exercisable following the merger for a period from the date of
notice by the Board of Directors. Following the expiration of such periods, the options and rights will terminate.
The 2007 Stock Incentive Plan adopted by Lam Research stockholders at the 2006 Annual Meeting allows the
Company discretion to provide for vesting acceleration of awards on change-of-control transactions.
The tables below quantify the amount that would be payable to each of Messrs. Newberry and Bagley
assuming the termination of his employment on June 29, 2008, and are estimates of the amounts which would
be paid out to each executive upon his termination. The actual amounts to be paid out can only be determined at
the time of the triggering events.
Newberry Agreement
The Newberry Agreement provides that in the event of involuntary termination without cause (as defined
in the agreement) or a change in control of the Company followed by either involuntary termination or the
acceptance of a position of materially lesser authority or responsibility offered to Mr. Newberry by the Company,
or if the Company is acquired by another entity so that there will be no market for the Common Stock of
the Company and the acquiring entity does not provide options comparable to unvested stock options held by
Mr. Newberry, all unvested stock options granted to Mr. Newberry will automatically be accelerated in full so
as to become fully vested. Mr. Newberry is presently fully vested in his stock options but such provision applies
to any future grants. Mr. Newberry will have two years from the date of termination in which to exercise such
options.
If Mr. Newberry’s employment is involuntarily terminated without cause, he will be entitled to receive
a lump sum payment equal to 15 months of his then-annual base compensation, and he will receive annually
any benefits under the Executive Retirement Medical and Dental Plan for which he qualifies following the date
of termination. If Mr. Newberry resigns voluntarily, he will not be entitled to receive any severance benefits
under the Newberry Agreement, with the exception of the benefits that he would qualify for under the Executive
Retirement Medical and Dental Plan. In the event of Mr. Newberry’s death, his estate will be entitled to receive
an amount equal to Mr. Newberry’s annual base salary payable in a lump sum. If Mr. Newberry becomes
disabled, he will be entitled to receive his base salary for a period of 12 months from the date disability is
certified, as well as any bonus earned prior to the effective date of disability.
The Newberry Agreement provides that for a period of six months following Mr. Newberry’s termination
of employment with the Company, Mr. Newberry may not solicit any of the Company’s employees to become
employed by any other business enterprise.
30
Stephen G. Newberry
President and Chief Executive Officer
Involuntary Termination
Executive Benefits and Voluntary Disability or For Not for Change in
Payments Upon Termination Termination Death Cause Cause Control
Compensation
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $800,000 $ — $ 1,000,000 $ —
Short-term Incentive. . . . . . . . . . . . . . . . . . . $ — $ — $ — $ — $ —
Long-term Incentives
2006-2007 MYIP. . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ — $ —
2007-2008 MYIP . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ — $ —
Stock Options (Unvested and
Accelerated) . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ — $ —
Restricted Stock Units (Unvested and
Accelerated) . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ — $ —
Benefits and Perquisites
Health Benefit Continuation(1) . . . . . . . . . . . $78,000 $ 78,000 $ — $ 78,000 $78,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $78,000 $878,000 $ — $ 1,078,000 $78,000
(1)
Assumes executive qualifies for Lam Research’s Executive Retirement Medical and Dental Plan and
reflects the most recent independent actuarial valuation of this benefit.
Bagley Agreement
Pursuant to the Bagley Agreement, Mr. Bagley is entitled to certain severance benefits upon termination
of his employment, depending on the reason for the early termination. If Mr. Bagley voluntarily resigns his
employment position, he will not be eligible for any severance payment or benefits, but will remain eligible for
a $2.5 million lump sum payment to be paid on April 15, 2009, provided the conditions precedent therefor are
fulfilled. In the event of involuntary termination of employment without cause (as defined in the agreement)
or due to disability, Mr. Bagley will be entitled to continued payment of his salary through March 31, 2009;
to a lump sum payment of $2.5 million when otherwise due; to continued annual medical benefits under the
Executive Retirement Medical and Dental Plan; and to exercise any vested stock options for two years after
termination. If involuntary termination is due to death, additional benefits include acceleration of payment of
the $2.5 million lump sum amount within ninety days after death and continued medical benefits for covered
family members pursuant to plan eligibility. If Mr. Bagley is terminated for cause, Mr. Bagley will not be entitled
to receive any severance benefits under the Bagley Agreement. There is no change-of-control benefits provision
in the Bagley Agreement.
The Bagley Agreement provides that (i) prior to March 31, 2009, Mr. Bagley may not provide services to
another entity that would constitute competition with the Company; and (ii) for a period of six months following
termination of the Bagley Agreement, Mr. Bagley may not solicit any of the Company’s employees to become
employed by any other business enterprise.
31
James W. Bagley
Executive Chairman of the Company
Involuntary Termination
Executive Benefits and Voluntary For Not for Change in
Payments Upon Termination Termination (2) Death Cause Cause (2) Control
Compensation
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $2,500,000 $ — $180,000 NA
Short-term Incentive. . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ —
Long-term Incentives
2006-2007 MYIP. . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ —
2007-2008 MYIP . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ —
Stock Options (Unvested and
Accelerated) . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ —
Restricted Stock Units (Unvested and
Accelerated) . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ —
Benefits and Perquisites
Health Benefit Continuation(1) . . . . . . . . . . . . $ 46,000 $ 46,000 $ — $ 46,000 $46,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 46,000 $2,546,000 $ — $226,000 $46,000
(1)
Assumes executive qualifies for Lam Research’s Executive Retirement Medical and Dental Plan and
reflects the most recent independent actuarial valuation of this benefit.
(2)
Remains eligible for the $2.5 million lump sum payment, provided the conditions precedent set forth in the
Bagley Agreement are fulfilled.
(1)
Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown
are the compensation expenses recognized by Lam Research in fiscal 2008 for restricted stock units as
determined pursuant to FASB Statement of Financial Accounting Standards Number 123(revised) “Share-
Based Payment” (“SFAS 123R”). These compensation expenses reflect restricted stock units granted
during fiscal year 2008 and prior to fiscal 2008.
(2)
On May 2, 2008, each Director was granted 4,678 restricted stock units based on the closing price of the
Company’s Common Stock of $42.75. The units vest on November 1, 2008, with receipt deferred until
January 31, 2009.
(3)
On February 15, 2007, each Director was granted 4,440 restricted stock units based on the closing price
of the Company’s Common Stock of $45.14. The units vested on June 10, 2008, with receipt deferred until
August 1, 2008.
32
(4)
Ms. Wolpert was granted 2,500 restricted shares on December 5, 2006. The shares vested on August 14,
2007. The grant date fair value of this award was $53.78 per share.
(5)
Reflects compensation provided to Ms. Lego and Ms. Wolpert for time spent in fiscal year 2008 as members
of a special committee of the Board.
(6)
Value of fees for visa and immigration services, and tax and consulting services provided to Dr. Watanabe
in fiscal year 2008.
For a narrative description of the Company’s annual compensation of non-employee directors, see the
section captioned “Director Compensation.”
In addition, members of Lam’s Board of Directors who have retired from Lam Board service can participate
in the Company’s Executive Retirement Medical and Dental Plan if they meet certain eligibility requirements.
The most recent valuation of Lam Research’s accumulated post-retirement benefit obligation under SFAS
No. 106, as of June 2008, for the current directors who may become eligible is shown below:
Name FY 2008
David G. Arscott. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $53,000
Robert M. Berdahl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $44,000
Richard J. Elkus, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40,000
Jack R. Harris. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50,000
Catherine P. Lego. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $28,000
33
AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the
Securities Act or the Exchange Act that might incorporate all or portions of future filings, including this Proxy
Statement, the following Report of the Audit Committee shall not be incorporated by reference into any such
filings, nor shall they be deemed to be soliciting material or deemed filed with the SEC under the Securities Act
or the Exchange Act.
Under the guidance of a written charter adopted by the Board of Directors, the purpose of the Audit
Committee is to monitor the integrity of the financial statements and the effectiveness of internal control over
financial reporting of the Company, oversee the independence of the Company’s independent registered public
accounting firm, appoint and provide for the compensation of the independent registered public accounting
firm, and evaluate the performance of the independent registered public accounting firm. Pursuant to the Audit
Committee Charter, the Audit Committee is also responsible for reviewing and approving, if appropriate, all
related-party transactions. Each of the members of the Audit Committee meets the independence requirements
of NASDAQ. During fiscal year 2008 and as of the date of this Proxy Statement, the Audit Committee consisted
of the following independent, non-employee directors: Directors Arscott, Inman, Lego, and Watanabe.
Management has primary responsibility for the system of internal control and the financial reporting
process. The independent registered public accounting firm has the responsibility to express an opinion on the
financial statements and the system of internal control over financial reporting based on an audit conducted in
accordance with the standards of the Public Company Accounting Oversight Board (U.S.). The Audit Committee
has the responsibility to monitor and oversee these processes.
In this context and in connection with the audited financial statements contained in the Company’s Annual
Report on Form 10-K for the fiscal year ended June 29, 2008, the Audit Committee:
• reviewed and discussed the audited financial statements with Company management;
• reviewed and discussed with management its assessment of and report on the effectiveness of
the Company’s internal control over financial reporting as of June 29, 2008, which management
prepared using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal-Control Integrated Framework. The Committee also reviewed and discussed
with Ernst & Young LLP, the Company’s independent registered public accounting firm, Ernst &
Young LLP’s attestation report on the Company’s internal control over financial reporting;
• discussed with Ernst & Young LLP the matters required to be discussed by Statement of Auditing
Standards No. 61, “Communication with Audit Committees,” as amended by Statement of Auditing
Standards No. 90, “Audit Committee Communications”;
• reviewed the written disclosures and the letter from Ernst & Young LLP, required by the Independence
Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and discussed
with Ernst & Young LLP its independence;
• based on the foregoing reviews and discussions, recommended to the Board of Directors that the
audited financial statements be included in the Company’s 2008 Annual Report on Form 10-K for the
fiscal year ended June 29, 2008, filed with the SEC; and
• instructed management and the independent registered public accounting firm that the Committee
expects to be advised if there are any subjects that require special attention.
34
In connection with the Company’s voluntary internal review during fiscal year 2008 of its historical stock
option granting practices and the resulting restatement of financial statements for fiscal years 1997 through
2006, the Audit Committee, in coordination with the special committee of the Board appointed to oversee the
voluntary internal review, monitored and reviewed Ernst & Young LLP’s services related to the internal review
and the resulting restatement. Further details regarding the voluntary internal review and financial restatements
are available in the Company’s SEC filings and in press releases accessible via the “News Room” page of the
Company’s web site, www.lamresearch.com.
AUDIT COMMITTEE
David G. Arscott
Grant M. Inman
Catherine P. Lego
Seiichi Watanabe
RELATIONSHIP WITH
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM;
PRINCIPAL ACCOUNTING FEES AND SERVICES
Ernst & Young LLP has audited the Company’s consolidated financial statements since the Company’s
inception.
(1)
Audit fees represent fees for professional services provided in connection with the audits of annual
financial statements, reviews of quarterly financial statements, and audit services related to other statutory
or regulatory filings or engagements. In addition, audit fees include those fees related to Ernst & Young
LLP’s audit of the effectiveness of the Company’s internal control over financial reporting pursuant to
Section 404 of the Sarbanes-Oxley Act.
(2)
Audit-related fees consist of assurance and related services that are reasonably related to the audit or
review of the Company’s financial statements and are not reported above under “Audit Fees.” For fiscal
year 2008, these fees related primarily to the Company’s voluntary internal stock option review, synthetic
lease issues, and the adoption of FIN 48.
(3)
Tax fees represent fees for services primarily related to international tax compliance.
(4)
All other fees relate principally to fees for subsidiary-related services.
The Audit Committee reviewed summaries of the services provided by Ernst & Young LLP and the related
fees during fiscal year 2008 and has determined that the provision of non-audit services was compatible with
maintaining the independence of Ernst & Young LLP as the Company’s independent registered public accounting
firm. The Audit Committee approved 100% of the services and related fee amounts for services provided by
Ernst & Young LLP during fiscal year 2008.
35
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services
It is the responsibility of the Audit Committee to approve, in accordance with Sections 10A(h) and (i) of
the Exchange Act and the Rules and Regulations of the SEC, all professional services, to be provided to the
Company by its Independent Registered Public Accounting Firm, provided that the Audit Committee shall not
approve any non-audit services proscribed by Section 10A(g) of the Exchange Act in the absence of an applicable
exemption.
It is the policy of the Company that the Audit Committee pre-approves all audit and permissible non-audit
services provided by the Company’s independent registered public accounting firm, consistent with the criteria
set forth in the Audit Committee Charter and applicable laws and regulations. The Committee has delegated to
the Chair of the Committee the authority to pre-approve such services, provided that the Chair shall report any
decision on his part to pre-approve such services to the full Audit Committee at its next regular meeting. These
services may include audit services, audit-related services, tax services, and other services. The Company’s
independent registered public accounting firm and Company management are required to periodically report to
the Audit Committee regarding the extent of services provided by the Company’s independent registered public
accounting firm pursuant to any such pre-approval.
(1)
Includes shares issuable under the Company’s 1997 Stock Incentive Plan (the “1997 Plan”). The 1997 Plan
was adopted by the Board in May 1997 and approved by the stockholders of the Company in August 1997.
In October 2002, the Board amended the 1997 Plan to provide for the issuance of restricted stock unit
awards, allow all 1997 Plan participants to participate in exchanges of stock options previously permitted
under the 1997 Plan, and provide that vesting of restricted stock, deferred stock, performance share and
restricted stock unit awards would be determined by the administrator of the Plan at the time of the award
grant. The 1997 Plan expired on August 5, 2007.
(2)
Includes shares issuable under the Company’s 2007 Stock Incentive Plan, as amended (the “2007 Plan”).
The 2007 Plan was adopted by the Board in August 2006, approved by the stockholders of the Company in
November 2006, and amended by the Board in November 2006. The 2007 Plan reserves for issuance up to
15,000,000 shares of the Company’s Common Stock.
(3)
Includes 6,141,631 shares available for future issuance under the 1999 Employee Stock Purchase Plan
(“1999 ESPP”). This number does not include shares that may be added to the 1999 ESPP share reserve in
the future in accordance with the terms of the 1999 ESPP, as amended.
36
(4)
Includes shares issuable under the Company’s 1999 Stock Option Plan (the “1999 Option Plan”). The 1999
Option Plan reserves for issuance up to 27,500,000 shares of the Company’s Common Stock.
The 1999 Option Plan was adopted by the Board as of November 5, 1998 (the “Effective Date”) and
amended and restated as of October 16, 2002 and November 7, 2002. All directors, officers and employees
of Lam and its designated subsidiaries, as well as consultants, advisors or independent contractors who
provide valuable services to the Company or such subsidiaries, are eligible to participate in the 1999
Option Plan.
Nonstatutory stock options, deferred stock, restricted stock, performance shares, and restricted stock unit
awards (collectively, the “Awards”) may be granted under the plan. Stock options granted under the 1999
Option Plan must have an exercise price that is not less than the fair market value of the Company’s
Common Stock on the date of the grant. The administrator shall determine the participants to whom
Awards shall be granted and the terms of such Awards. The 1999 Option Plan terminates ten years from
the Effective Date.
In the event of a corporate transaction such as a change of control, the 1999 Option Plan provides that each
outstanding Award shall be assumed, or an equivalent Award substituted, by the successor corporation or
a parent or subsidiary of the successor corporation. In the event that the successor corporation does not
agree to assume the Award or substitute an equivalent Award, subject to limitations that may be placed on
an Award on the date of grant, outstanding Awards shall accelerate and become fully exercisable.
(5)
Does not include restricted stock units (RSUs) with an exercise price of $0.00.
37
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Unless marked otherwise, proxies received will be voted “FOR” the ratification of the appointment of
Ernst & Young LLP as the independent registered public accounting firm for the Company for the current fiscal
year. Ernst & Young LLP has been the Company’s independent registered public accounting firm (independent
auditor) since fiscal year 1981.
The audit services of Ernst & Young LLP during fiscal year 2008 included the examination of the consolidated
financial statements and the system of internal control over financial reporting of the Company and services related to
filings with the SEC and other regulatory bodies. Audit-related services during fiscal year 2008 related primarily to
the Company’s voluntary internal review of historical stock option granting practices and the resulting restatement of
financial statements for fiscal years 1997 through 2006, synthetic lease issues, and the adoption of FIN 48.
The Audit Committee of the Company meets with Ernst & Young LLP on an annual or more frequent basis.
At such time, the Audit Committee reviews both audit and non-audit services performed by Ernst & Young LLP,
as well as the fees charged for such services. Among other things, the Committee examines the effect that the
performance of non-audit services, if any, may have upon the independence of the independent registered public
accounting firm. All professional services provided by Ernst & Young LLP, including such non-audit services,
if any, are subject to approval by the Audit Committee in accordance with applicable securities laws, rules,
and regulations. For more information, see the “Report of the Audit Committee” and the “Relationship with
Independent Registered Public Accounting Firm” sections above.
A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will have an
opportunity to make a statement if he or she so desires. The representative will also be available to respond to
appropriate questions from the stockholders.
Approval of Proposal No. 2 will require the affirmative vote of a majority of the outstanding shares of
Common Stock present or represented and voting on such Proposal at the Annual Meeting. Unless marked
otherwise, proxies received will be voted “FOR” the approval of Proposal No. 2.
OTHER MATTERS
The Company knows of no other matters to be submitted to the Annual Meeting. If any other matters
properly come before the Annual Meeting, it is the intention of the proxy holders named in the enclosed form of
proxy to vote the shares they represent as the Board of Directors may recommend or, if no such recommendation
is given, as the proxy holders decide in their reasonable judgment.
It is important that your stock holdings be represented at the meeting, regardless of the number of shares
you hold. You are, therefore, urged to execute and return, at your earliest convenience, the accompanying proxy
card in the enclosed envelope or otherwise exercise your stockholder voting rights by telephone or Internet, as
provided in the materials accompanying this Proxy Statement.
By Order of the Board of Directors,
George M. Schisler, Jr.
Secretary
Fremont, California
Dated: October 6, 2008
38
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 29, 2008
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission file number: 0-12933
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the Registrant’s Common Stock, $0.001 par value, held by non-affiliates of the Registrant, as of December 23, 2007, the
last business day of the most recently completed second fiscal quarter with respect to the fiscal year covered by this Form 10-K, was $4,510,079,158. Common
Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock has been excluded from this computation
in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination of such status for other
purposes.
As of August 15, 2008, the Registrant had 125,429,388 outstanding shares of Common Stock.
Documents Incorporated by Reference
Parts of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held November 6, 2008 are incorporated by reference into Part III
of this Form 10-K. (However, the Reports of the Audit Committee and Compensation Committee are expressly not incorporated by reference herein.)
LAM RESEARCH CORPORATION
2008 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Page
Part I.
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Part II.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . 42
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Part III.
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . 46
Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Part IV.
Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
1
PART I
Item 1. Business
Lam Research Corporation (“Lam Research,” “Lam,” “we,” or the “Company”) is a leading supplier of wafer
fabrication equipment and services to the worldwide semiconductor industry. Our wafer fabrication equipment,
services, and extensive technical expertise have contributed to advancing semiconductor manufacturing and
producing some of the world’s most advanced semiconductor devices for more than 25 years. We are recognized
as the market share leader in plasma etch and, leveraging our etch expertise, we are addressing some of today’s
most advanced semiconductor processing challenges with an expanded product portfolio beyond etch.
We design, manufacture, market, and service semiconductor processing equipment used in the fabrication
of integrated circuits. Semiconductor wafers are subjected to a complex series of process and preparation steps
that result in the simultaneous creation of many individual integrated circuits. We leverage our expertise in these
areas to develop integrated processing solutions which typically benefit our customers through reduced cost,
lower defect rates, enhanced yields, or faster processing time. Many of the technical advances that we introduce
in our newest products are also available as upgrades to our installed base of equipment, a benefit that can
provide customers with a cost-effective strategy for extending the performance and capabilities of their existing
wafer fabrication lines.
Our innovative etch technologies enable customers to build some of the world’s highest-performing
integrated circuits. Our etch systems shape the microscopic conductive and dielectric layers into circuits that
define a chip’s final use and function. We also offer a broad portfolio of single-wafer clean technologies which
allow our customers to implement customized yield-enhancing solutions. With each new technology node,
additional requirements and challenges drive the need for advanced manufacturing solutions. We strive to
consistently deliver these advanced capabilities with cost-effective production performance as we understand
the close relationship between customer trust and the timely delivery of new solutions that leads to shared
success with our customers.
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Incorporated in 1980, Lam Research is headquartered in Fremont, California, and maintains a network of
facilities throughout the United States, Japan, Europe, and Asia in order to meet the needs of its global customer
base.
In March 2008, we completed our acquisition of SEZ Holding AG (“SEZ”), a leading supplier of single-
wafer wet clean technology and products, founded in 1986, with primary operations based in Austria. SEZ’s
proprietary Spin-Processor™ technology (single-wafer spin clean technology) forms part of our broad equipment
portfolio for wafer cleaning solutions. The single-wafer clean market is central to our adjacent market growth
strategy. As approximately 50% of the wafer cleaning steps in a fab immediately follow an etch process, acquiring
a major wafer clean company is a natural and logical step to growing our business. The combination of the two
companies allows us to offer a full spectrum of single-wafer cleaning and surface preparation solutions, with
products incorporating proprietary single-wafer spin, linear, plasma-based bevel clean, and strip technologies.
Additional information about Lam Research is available on our web site at http://www.lamresearch.com.
Our Annual Report on Form 10-K, Quarterly Reports on Forms 10-Q, Current Reports on Form 8-K, and any
amendments to those reports are available on our website as soon as reasonably practicable after we filed them
with or furnish them to the Securities and Exchange Commission (“SEC”), and are also available online at the
SEC web site at http://www.sec.gov.
Etch Process
Etch processes, which are repeated numerous times during the wafer fabrication cycle, are required to
manufacture every type of semiconductor device produced today. Our etch products selectively remove portions
of various films from the wafer in the creation of semiconductor devices by utilizing various plasma-based
technologies to create critical device features at current and future technology nodes. Plasma consists of charged
and neutral species that react with exposed portions of the wafer surface to remove dielectric or conductive
materials and produce the finely delineated features and patterns of an integrated circuit.
Dielectric Etch
For dielectric etch, new materials integration often requires etching multi-layer film stacks. In addition to
the challenges introduced by new materials and scaling, device manufacturers’ desire to reduce overall cost per
wafer has placed an increased emphasis on the ability to etch multiple films in the same chamber (in situ).
DFC Technology
Production-proven in high-volume manufacturing for more than 13 years, our patented Dual Frequency
Confined™ technology has been extended to incorporate multi-frequency power with a physically confined
plasma. The application of power at different frequencies provides enhanced process flexibility and allows
different materials to be etched in the same chamber. Physical confinement of the plasma to an area directly
above the wafer minimizes chemical interaction with the chamber walls, eliminating potential polymer build-up
that could lead to defects on the wafer. Confinement also enables our proprietary in situ Waferless Autoclean™
technology to clean chamber components after each wafer has been etched. Used together, multi-frequency and
WAC™ technologies provide a consistent process environment for every wafer, preventing process drift and
ensuring repeatable process results wafer-to-wafer and chamber-to-chamber.
3
Conductor Etch
As the semiconductor industry continues to shrink critical feature sizes and improve device performance,
a variety of new etch challenges have emerged. For conductor etch, these challenges include processing smaller
features, new materials, and new transistor structures on the wafer. Due to decreasing feature sizes, the etch
process can now require atomic-level control across a 300 mm wafer. The incorporation of new metal gates and
high-k dielectric materials in the device stack requires advanced multi-film etching capability. Furthermore,
the adoption of double patterning techniques to address lithography challenges at the 45 nm node and beyond is
driving the etch process to define the feature on the wafer as well as to transfer the pattern into the film. All of
these challenges require today’s conductor etch systems to provide advanced capabilities, while still providing
high productivity.
TCP Technology
Introduced in 1992, our Transformer Coupled Plasma™ technology continues to provide leading-edge
capability for advanced conductor etch applications at the 45 nm node and beyond. By efficiently coupling radio
frequency power into plasma at low pressures, the TCP technology provides capability to etch nanoscale features
into silicon and metal films. The advanced TCP source design ensures a uniform, high-density plasma across the
wafer, without requiring magnetic enhancements that could cause device damage. With a wide process window
over a range of power, chemistry, and pressure combinations, TCP technology provides the flexibility required
to perform multiple etch steps in the same chamber.
2300® Versys® Kiyo®, 2300® Versys® Kiyo45™, 2300® Versys® Kiyo3x, 2300® Versys® Metal45™ Etch System
Conductor Etch Systems
Now in its third generation, the 2300 Versys product family combines iterative advances in technology
to provide critical dimension (“CD”) uniformity and productivity for a wide range of conductor and metal
etch applications. Our etch products perform production-proven in situ etch of complex features. In addition,
proprietary pre-coat and post-etch chamber clean techniques provide the same environment for superior
repeatability, as well as high uptime and yield wafer after wafer.
4
2300® Syndion™ Through-Silicon Via Etch System
The 2300 Syndion etch system is based on our patented TCP technology and the production-proven 2300
Versys Kiyo conductor etch system. The Syndion system can etch multiple film stacks in the same chamber,
including silicon, dielectric, and conducting materials, thereby addressing multiple TSV etch requirements.
Pattern Enhancement
Lithography challenges at the 45 nm node and beyond provide opportunities for non-lithographic solutions
to continue device scaling. Innovative patterning methods are needed to produce the ever smaller feature sizes
and tighter pitches (the center-to-center distance between features of an integrated circuit) demanded of today’s
advanced chip designs. We believe that patterning solutions offer opportunities to address the challenges of
current and next-generation lithography systems and that the adoption of in-situ shrinks and double-patterning
techniques may allow manufacturers to postpone investments in new lithography equipment.
Clean Process
The manufacture of semiconductor devices involves a series of processes such as etch and deposition,
which leave particles and residues on the surface of the wafer. The wafer must generally be cleaned after these
steps to remove residues that could adversely impact the processes that immediately follow them and degrade
device performance. Common wafer cleaning steps include post-etch and post-strip cleans and pre-diffusion and
pre-deposition.
Specific challenges at 45 nm and beyond include thorough particle removal, protecting structures with
fragile new materials and smaller feature sizes, achieving effective residue removal and drying, while minimizing
substrate material loss. In addition, management of potential defect sources at the wafer’s edge will become
increasingly challenging as new materials are introduced in the process flow.
5
Single-Wafer Linear Clean Product: C3™ Technology
To meet the challenges of smaller critical dimensions, increasing aspect ratios, and new materials integration,
our Confined Chemical Cleaning™ (“C3”) technology is targeted at applications requiring high-selectivity
residue removal without damaging sensitive device structures. The C3 technology combines linear wafer motion
with chemically-driven single-wafer cleaning to remove residues with chemical exposure times as short as a few
seconds. The cleaning exposure time is optimized for efficient removal of the target materials, while limiting the
impact on critical materials. This technology addresses applications that require high-selectivity cleaning, such
as high-k metal gate post-etch clean.
6
throughout the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific. We believe that comprehensive
support programs and close working relationships with customers are essential to maintaining high customer
satisfaction and our competitiveness in the marketplace.
We offer standard warranties for our systems that generally run for a period of 12 months from system
acceptance. The warranty provides that systems shall be free from defects in material and workmanship and
conform to our published specifications. The warranty is limited to repair of the defect or replacement with
new or like-new equivalent goods and is valid when the buyer provides prompt notification within the warranty
period of the claimed defect or non-conformity and also makes the items available for inspection and repair. We
also offer extended warranty packages to our customers to purchase as desired.
International Sales
A significant portion of our sales and operations occur outside the United States and, therefore, may
be subject to certain risks, including but not limited to tariffs and other barriers, difficulties in staffing and
managing non-U.S. operations, adverse tax consequences, exchange rate fluctuations, changes in currency
controls, compliance with U.S. and international laws and regulations, including U.S. export restrictions, and
economic and political conditions. Any of these factors may have a material adverse effect on our business,
financial position, and results of operations and cash flows. Revenue by region was as follows:
Year Ended
June 29, June 24, June 25,
2008 2007 2006
(in thousands)
Revenue:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 417,807 $ 408,631 $ 238,009
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235,191 237,716 208,369
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,984 451,487 193,181
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502,683 573,875 277,731
Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 554,924 531,310 366,939
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 455,322 363,557 357,942
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . $2,474,911 $2,566,576 $1,642,171
Please see Note 18, “Segment, Geographic Information and Major Customers”, to Consolidated Financial
Statements for a description of the geographic locations of long-lived assets.
Customers
Our customers include many of the world’s leading semiconductor manufacturers. Customers continue
to establish joint ventures, alliances and licensing arrangements which have the potential to positively or
negatively impact our competitive position and market opportunity. In fiscal year 2008, revenues from Samsung
Electronics Company, Ltd. and Toshiba Corporation accounted for approximately 19% and 13%, respectively,
of total revenues. In fiscal year 2007, revenues from Hynix Semiconductor and Samsung Electronics Company,
Ltd., each accounted for approximately 14% of total revenues. In fiscal year 2006, revenues from Samsung
Electronics Company, Ltd., accounted for approximately 15% of total revenues and revenues from Toshiba
Corporation accounted for approximately 12% of total revenues.
A material reduction in orders from our customers in the semiconductor industry could adversely affect
our results of operations and projected financial condition. Our business depends upon the expenditures of
semiconductor manufacturers. Semiconductor manufacturers’ businesses, in turn, depend on many factors,
including their economic capability, the current and anticipated market demand for integrated circuits and the
availability of equipment capacity to support that demand.
7
Backlog
Our unshipped orders backlog includes orders for systems, spares, and services where written customer
requests have been accepted and the delivery of products or provision of services is anticipated within the next
12 months. Our policy is to revise our backlog for order cancellations and to make adjustments to reflect, among
other things, spares volume estimates and customer delivery date changes. In general, we schedule production
of our systems based upon purchase orders in backlog and our customers’ delivery requirements. Included in
our systems backlog are orders for which written requests have been accepted, prices and product specifications
have been agreed upon, and shipment of systems is expected within one year. The spares and services backlog
includes customer orders for products that have not yet shipped and for services that have not yet been provided.
Where specific spare parts and customer service purchase contracts do not contain discrete delivery dates, we
use volume estimates at the contract price and over the contract period, not exceeding 12 months, in calculating
backlog amounts.
As of June 29, 2008 and June 24, 2007, our backlog was approximately $410 million and $643 million,
respectively. Generally, orders for our products and services are subject to cancellation by our customers with
limited penalties. Because some orders are received for shipments in the same quarter and due to possible
customer changes in delivery dates and cancellations of orders, our backlog at any particular date is not
necessarily indicative of business volumes nor actual revenue levels for succeeding periods.
Manufacturing
Our manufacturing operations consist mainly of assembling and testing components, sub-assemblies, and
modules that are then integrated into finished systems prior to shipment to or at the location of our customers.
Most of the assembly and testing of our products is conducted in cleanroom environments.
We have agreements with third parties to outsource certain aspects of our manufacturing, production
warehousing, and logistics functions. We believe that these outsourcing contracts provide us more flexibility to
scale our operations up or down in a more timely and cost effective manner, enabling us to respond to the cyclical
nature of our business. We believe that we have selected reputable providers and have secured their performance
on terms documented in written contracts. However, it is possible that one or more of these providers could fail to
perform as we expect, and such failure could have an adverse impact on our business and have a negative effect
on our operating results and financial condition. Overall, we believe we have effective mechanisms to manage
risks associated with our outsourcing relationships. Refer to Note 14 of our Consolidated Financial Statements,
included in Item 8 herein, for further information concerning our outsourcing commitments.
Certain components and sub-assemblies included in our products are only obtained from a single supplier.
We believe that, in many cases, alternative sources could be obtained and qualified to supply these products.
Nevertheless, a prolonged inability to obtain these components could have an adverse effect on our operating
results and could unfavorably impact our customer relationships.
Environmental Matters
We are subject to a variety of governmental regulations related to the management of hazardous materials.
We are currently not aware of any pending notices of violation, fines, lawsuits, or investigations arising from
environmental matters that would have any material effect on our business. We believe that we are in general
compliance with these regulations and that we have obtained (or will obtain or are otherwise addressing) all
necessary environmental permits to conduct our business. Nevertheless, the failure to comply with present or
future regulations could result in fines being imposed on us, suspension of production, and cessation of our
operations or reduction in our customers’ acceptance of our products. These regulations could require us to alter
our current operations, to acquire significant equipment, or to incur substantial other expenses to comply with
environmental regulations. Our failure to control the use, sale, transport or disposal of hazardous substances
could subject us to future liabilities.
8
Employees
As of August 15, 2008, we had approximately 3,800 regular employees.
Each of our employees is required to comply with our policies relating to maintaining the confidentiality of
our proprietary information and with our statement of standards of business conduct. In the semiconductor and
semiconductor equipment industries, competition for highly skilled employees is intense. Our future success
depends, to a significant extent, upon our continued ability to attract and retain qualified employees particularly
in the R&D and customer support functions.
Competition
The semiconductor capital equipment industry is characterized by rapid change and is highly competitive
throughout the world. To compete effectively, we invest significant financial resources to continue to strengthen
and enhance our product and services portfolio and to maintain customer service and support locations globally.
Semiconductor manufacturers evaluate capital equipment suppliers in many areas, including, but not limited to,
process performance, productivity, customer support, defect control, and overall cost of ownership, which can
be affected by many factors such as equipment design, reliability, software advancements, etc. Our ability to
succeed in the marketplace will depend upon our ability to maintain existing products and introduce product
enhancements and new products on a timely basis. In addition, semiconductor manufacturers must make a
substantial investment to qualify and integrate new capital equipment into semiconductor production lines.
As a result, once a semiconductor manufacturer has selected a particular supplier’s equipment and qualified
it for production, the manufacturer generally maintains that selection for that specific production application
and technology node provided that there is demonstrated performance to specification by the installed base.
Accordingly, we may experience difficulty in selling to a given customer if that customer has qualified a
competitor’s equipment. We must also continue to meet the expectations of our installed base of customers
through the delivery of high-quality and cost-efficient spare parts in the presence of third-party spares provider
competition. We face significant competition with all of our products and services. Certain of our existing
and potential competitors have substantially greater financial resources and larger engineering, manufacturing,
marketing, and customer service and support organizations than we do. In addition, we face competition from a
number of emerging companies in the industry. We expect our competitors to continue to improve the design and
performance of their current products and processes and to introduce new products and processes with enhanced
price/performance characteristics. If our competitors make acquisitions or enter into strategic relationships with
leading semiconductor manufacturers, or other entities, covering products similar to those we sell, our ability to
sell our products to those customers could be adversely affected. There can be no assurance that we will continue
to compete successfully in the future. Our primary competitors in the etch market are Tokyo Electron, Ltd.
and Applied Materials, Inc. Our primary competitor in the single-wafer wet clean market is Dainippon Screen
Manufacturing Co. Ltd. (“DNS”).
9
Recent Acquisitions
During fiscal year 2008, we acquired approximately 99% of the outstanding shares of SEZ Holding
AG (“SEZ”), a major supplier of single-wafer wet clean technology and products to the global semiconductor
manufacturing industry. The acquisition was an all-cash transaction. We expect to take additional steps as
necessary to acquire the SEZ shares that remain outstanding. The acquisition of these shares was conducted
pursuant to the terms of a Transaction Agreement entered into on December 10, 2007 by and between the
Company and SEZ. SEZ’s Spin-Process single-wafer technology forms part of a broad equipment solution
portfolio for wafer cleaning and decontamination, a key process adjacent to etch.
James W. Bagley became Chief Executive Officer and a Director of the Company with the merger of Lam
Research and OnTrak Systems, Inc., in 1997. Effective September 1, 1998, he was appointed Chairman of the
Board. On June 27, 2005, Mr. Bagley transitioned from Chairman of the Board and Chief Executive Officer to
Executive Chairman of the Board of Lam Research. Mr. Bagley currently is a director of Teradyne, Inc. and
Micron Technology, Inc. From June 1996 to August 1997, Mr. Bagley served as Chairman of the Board and Chief
Executive Officer of OnTrak Systems, Inc. He was formerly Chief Operating Officer and Vice Chairman of the
Board of Applied Materials, Inc., where he also served in other senior executive positions during his 15-year
tenure. Mr. Bagley held various management positions at Texas Instruments, Inc., before he joined Applied
Materials, Inc.
Stephen G. Newberry joined the Company in August 1997 as Executive Vice President and Chief Operating
Officer. He was appointed President and Chief Operating Officer of Lam Research in July 1998 and President and
Chief Executive Officer in June 2005. Mr. Newberry currently serves as a director of Lam Research Corporation
and of SEMI, the industry’s trade association. Prior to joining Lam Research, Mr. Newberry served as Group
Vice President of Global Operations and Planning at Applied Materials, Inc. During his 17 years at Applied
Materials, he held various positions in manufacturing, product development, sales and marketing, and customer
service. Mr. Newberry is a graduate of the U.S. Naval Academy (BS Ocean Engineering) and the Harvard
Graduate School of Business (Program for Management Development) and served five years in naval aviation
prior to joining Applied Materials.
Martin B. Anstice joined Lam Research in April 2001 as Senior Director, Operations Controller, was
promoted to the position of Managing Director and Corporate Controller in May 2002, and was promoted to
Group Vice President, Chief Financial Officer, and Chief Accounting Officer in June 2004 and named Senior
Vice President, Chief Financial Officer and Chief Accounting Officer in March 2007. Mr. Anstice began his
career at Raychem Corporation where, during his 13-year tenure, he held numerous finance roles of increasing
10
responsibility in Europe and North America. Subsequent to Tyco International’s acquisition of Raychem in 1999,
he assumed responsibilities supporting mergers and acquisition activities of Tyco Electronics. Mr. Anstice is an
associate member of the Chartered Institute of Management Accountants in the United Kingdom.
Ernest E. Maddock, Senior Vice President of Global Operations since March 2007 and previously Group
Vice President of Global Operations since October 2003, currently oversees Global Operations which consists
of: Information Technology, Global Supply Chain, Production Operations, Corporate Quality, Global Security,
Global Real Estate and Facilities. Additionally, Mr. Maddock heads Bullen Semiconductor, a division of Lam
Research. Mr. Maddock joined the Company in November 1997. Mr. Maddock’s previously held positions
with the Company include Vice President of the Customer Support Business Group. Prior to his employment
with Lam Research, he was Managing Director, Global Logistics and Repair Services Operations, and Chief
Financial Officer, Software Products Division, of NCR Corporation. He has also held a variety of executive roles
in finance and operations in several industries ranging from commercial real estate to telecommunications.
Abdi Hariri was named Group Vice President of the Customer Support Business Group in March 2007.
Prior to his current position, Mr. Hariri had been Vice President and General Manager of the Customer Support
Business Group since August 2004. Mr. Hariri previously served as the General Manager of Lam Research
Co. Ltd. (Japan) for approximately 18 months and has served in a number of different assignments with the
Field Sales and Product Groups. His experience prior to his appointment in Japan included over 13 years at the
Company with various responsibilities, including global business development and engineering. Prior to his
employment at Lam Research, Mr. Hariri served as a Process Engineer at Siliconix, Inc. He holds a Masters
Degree in Chemical Engineering from Stanford University.
Richard A. Gottscho, Group Vice President and General Manager, Etch Products since March 2007,
joined the Company in January 1996 and has served at various Director and Vice President levels in support
of etch products, CVD products, and corporate research. Prior to joining Lam Research, Dr. Gottscho was a
member of Bell Laboratories for 15 years where he started his career working in plasma processing. During his
tenure at Bell, he headed research departments in electronics materials, electronics packaging, and flat panel
displays. Dr. Gottscho is the author of numerous papers, patents, and lectures in plasma processing and process
control. He is a recipient of the American Vacuum Society’s Peter Mark Memorial Award and is a fellow of
the American Physical and American Vacuum Societies, has served on numerous editorial boards of refereed
technical publications, program committees for major conferences in plasma science and engineering, and was
vice-chair of a National Research Council study on plasma science in the 1980s. Dr. Gottscho earned Ph.D. and
B.S. degrees in physical chemistry from the Massachusetts Institute of Technology and the Pennsylvania State
University, respectively.
Thomas J. Bondur, Vice President, Global Field Operations since March 2007, joined Lam Research in
August 2001 and has served in various roles in business development and field operations in Europe and the
United States. Prior to joining Lam Research, Mr. Bondur spent eight years in the semiconductor industry with
Applied Materials in various roles in Santa Clara and France including Sales, Business Management and Process
Engineering. Mr. Bondur holds a degree in Business from the State University of New York.
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may be adversely affected. Because our operating expenses are based in part on anticipated future revenues, and
a certain amount of those expenses are relatively fixed, a change in the timing of recognition of revenue and/or
the level of gross profit from a single transaction can unfavorably affect operating results in a particular quarter.
Factors that may cause our financial results to fluctuate unpredictably include, but are not limited to:
• economic conditions in the electronics and semiconductor industries generally and the equipment
industry specifically;
• the extent that customers use our products and services in their business;
• our ability in a timely manner to develop, introduce and market new, enhanced, and competitive
products;
• procurement shortages;
• manufacturing difficulties;
• the failure of our suppliers or outsource providers to perform their obligations in a manner consistent
with our expectations;
We Derive Our Revenues Primarily from a Relatively Small Number of High-Priced Systems
System sales constitute a significant portion of our total revenue. Our systems can range in price up to
approximately $6 million per unit, and our revenues in any given quarter are dependent upon the acceptance of
a rather limited number of such systems. As a result, the inability to declare revenue on even a few systems can
cause a significant adverse impact on our revenues for that quarter.
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Variations in the Amount of Time it Takes for Our Customers to Accept Our Systems May Cause Fluctuation
in Our Operating Results
We generally recognize revenue for new system sales on the date of customer acceptance or the date
the contractual customer acceptance provisions lapse. As a result, the fiscal period in which we are able to
recognize new systems revenues is typically subject to the length of time that our customers require to evaluate
the performance of our equipment after shipment and installation, which could cause our quarterly operating
results to fluctuate.
The Semiconductor Equipment Industry is Volatile and Reduced Product Demand Has a Negative Impact
on Shipments
Our business depends on the capital equipment expenditures of semiconductor manufacturers, which in
turn depend on the current and anticipated market demand for integrated circuits and products using integrated
circuits. The semiconductor industry is cyclical in nature and historically experiences periodic downturns.
Business conditions historically have changed rapidly and unpredictably.
Fluctuating levels of investment by semiconductor manufacturers could continue to materially affect our
aggregate shipments, revenues and operating results. Where appropriate, we will attempt to respond to these
fluctuations with cost management programs aimed at aligning our expenditures with anticipated revenue
streams, which sometimes result in restructuring charges. Even during periods of reduced revenues, we must
continue to invest in research and development and maintain extensive ongoing worldwide customer service and
support capabilities to remain competitive, which may temporarily harm our financial results.
We Depend on New Products and Processes for Our Success. Consequently, We are Subject to Risks
Associated with Rapid Technological Change
Rapid technological changes in semiconductor manufacturing processes subject us to increased pressure
to develop technological advances enabling such processes. We believe that our future success depends in part
upon our ability to develop and offer new products with improved capabilities and to continue to enhance our
existing products. If new products have reliability or quality problems, our performance may be impacted by
reduced orders, higher manufacturing costs, delays in acceptance of and payment for new products, and additional
service and warranty expenses. We may be unable to develop and manufacture new products successfully or
new products that we introduce may fail in the marketplace. Our failure to complete commercialization of these
new products in a timely manner could result in unanticipated costs and inventory obsolescence, which would
adversely affect our financial results.
In order to develop new products and processes, we expect to continue to make significant investments
in R&D and to pursue joint development relationships with customers, suppliers or other members of the
industry. We must manage product transitions and joint development relationships successfully, as introduction
of new products could adversely affect our sales of existing products. Moreover, future technologies, processes
or product developments may render our current product offerings obsolete, leaving us with non-competitive
products, or obsolete inventory, or both.
We are Subject to Risks Relating to Product Concentration and Lack of Product Revenue Diversification
We derive a substantial percentage of our revenues from a limited number of products, and we expect
these products to continue to account for a large percentage of our revenues in the near term. Continued market
acceptance of these products is, therefore, critical to our future success. Our business, operating results, financial
condition, and cash flows could therefore be adversely affected by:
• export restrictions or other regulatory or legislative actions which limit our ability to sell those
products to key customer or market segments;
13
• an improved version of products being offered by a competitor in the market in which we
participate;
14
Our Outsource Providers May Fail to Perform as We Expect
Outsource providers have played and will play key roles in our manufacturing operations and in many
of our transactional and administrative functions, such as information technology, facilities management, and
certain elements of our finance organization. Although we aim at selecting reputable providers and secure their
performance on terms documented in written contracts, it is possible that one or more of these providers could
fail to perform as we expect and such failure could have an adverse impact on our business.
In addition, the expansive role of outsource providers has required and will continue to require us to
implement changes to our existing operations and to adopt new procedures to deal with and manage the
performance of these outsource providers. Any delay or failure in the implementation of our operational changes
and new procedures could adversely affect our customer relationships and/or have a negative effect on our
operating results.
We are Subject to Risks Associated with Our Competitors’ Strategic Relationships and Their Introduction
of New Products and We May Lack the Financial Resources or Technological Capabilities of Certain of Our
Competitors Needed to Capture Increased Market Share
We expect to face significant competition from multiple current and future competitors. We believe that
other companies are developing systems and products that are competitive to ours and are planning to introduce
new products, which may affect our ability to sell our existing products. We face a greater risk if our competitors
enter into strategic relationships with leading semiconductor manufacturers covering products similar to those
we sell or may develop, as this could adversely affect our ability to sell products to those manufacturers.
We believe that to remain competitive we will require significant financial resources to offer a broad
range of products, to maintain customer service and support centers worldwide, and to invest in product and
process R&D. Certain of our competitors have substantially greater financial resources and more extensive
engineering, manufacturing, marketing, and customer service and support resources than we do and therefore
have the potential to increasingly dominate the semiconductor equipment industry. These competitors may
deeply discount or give away products similar to those that we sell, challenging or even exceeding our ability to
make similar accommodations and threatening our ability to sell those products. For these reasons, we may fail
to continue to compete successfully worldwide.
In addition, our competitors may provide innovative technology that may have performance advantages
over systems we currently, or expect to, offer. They may be able to develop products comparable or superior to
those we offer or may adapt more quickly to new technologies or evolving customer requirements. In particular,
while we currently are developing additional product enhancements that we believe will address future customer
requirements, we may fail in a timely manner to complete the development or introduction of these additional
product enhancements successfully, or these product enhancements may not achieve market acceptance or be
competitive. Accordingly, we may be unable to continue to compete in our markets, competition may intensify,
or future competition may have a material adverse effect on our revenues, operating results, financial condition,
and/or cash flows.
15
Our Future Success Depends on International Sales and the Management of Global Operations
Non-U.S. sales accounted for approximately 83% in fiscal year 2008, 84% in fiscal year 2007 and 86% in
fiscal year 2006 of our total revenue. We expect that international sales will continue to account for a significant
portion of our total revenue in future years.
We are subject to various challenges related to the management of global operations, and international
sales are subject to risks including, but not limited to:
• trade balance issues;
• differences in the enforcement of intellectual property and contract rights in varying jurisdictions;
• compliance with U.S. and international laws and regulations, including U.S. export restrictions;
• our ability to secure and retain qualified people for the operation of our business.
Certain international sales depend on our ability to obtain export licenses from the U.S. Government.
Our failure or inability to obtain such licenses would substantially limit our markets and severely restrict our
revenues. Many of the challenges noted above are applicable in China, which is a fast developing market for the
semiconductor equipment industry and therefore an area of potential significant growth for our business. As the
business volume between China and the rest of the world grows, there is inherent risk, based on the complex
relationships between China, Taiwan, Japan, and the United States. Political and diplomatic influences might
lead to trade disruptions which would adversely affect our business with China and/or Taiwan and perhaps the
entire Asia region. A significant trade disruption in these areas could have a material, adverse impact on our
future revenue and profits.
We are potentially exposed to adverse as well as beneficial movements in foreign currency exchange rates.
The majority of our sales and expenses are denominated in U.S. dollars except for certain of our revenues that
are denominated in Japanese yen, certain of our revenues and expenses denominated in the Euro, certain of our
spares and service contracts which are denominated in various currencies, and expenses related to our non-U.S.
sales and support offices which are denominated in these countries’ local currency.
We currently enter into foreign currency forward contracts to minimize the short-term impact of the
exchange rate fluctuations on Japanese yen-denominated assets and forecasted Japanese yen-denominated
revenue and also on U.S. dollar-denominated assets where the Euro is the functional currency. We currently
believe these are our primary exposures to currency rate fluctuation. We expect to continue to enter into hedging
transactions, for the purposes outlined, in the foreseeable future. However, these hedging transactions may not
achieve their desired effect because differences between the actual timing of customer acceptances and our
forecasts of those acceptances may leave us either over- or under-hedged on any given transaction. Moreover, by
hedging our yen-denominated assets and U.S. dollar-denominated assets with currency forward contracts, we
may miss favorable currency trends that would have been advantageous to us but for the hedges. Additionally, we
currently do not enter into such forward contracts for currencies other than the yen, and we therefore are subject
to both favorable and unfavorable exchange rate fluctuations to the extent that we transact business (including
intercompany transactions) in other currencies.
16
Our Financial Results May be Adversely Impacted by Higher Than Expected Tax Rates or Exposure to
Additional Income Tax Liabilities
As a global company, our effective tax rate is highly dependent upon the geographic composition of
worldwide earnings and tax regulations governing each region. We are subject to income taxes in both the
United States and various foreign jurisdictions, and significant judgment is required to determine worldwide
tax liabilities. Our effective tax rate could be adversely affected by changes in the split of earnings between
countries with differing statutory tax rates, in the valuation of deferred tax assets, in tax laws or by material
audit assessments, which could affect our profitability. In particular, the carrying value of deferred tax assets,
which are predominantly in the United States, is dependent on our ability to generate future taxable income
in the United States. In addition, the amount of income taxes we pay is subject to ongoing audits in various
jurisdictions, and a material assessment by a governing tax authority could affect our profitability.
A Failure to Comply with Environmental Regulations May Adversely Affect Our Operating Results
We are subject to a variety of governmental regulations related to the discharge or disposal of toxic, volatile
or otherwise hazardous chemicals. We believe that we are in general compliance with these regulations and that
we have obtained (or will obtain or are otherwise addressing) all necessary environmental permits to conduct
our business. These permits generally relate to the disposal of hazardous wastes. Nevertheless, the failure to
comply with present or future regulations could result in fines being imposed on us, suspension of production,
cessation of our operations or reduction in our customers’ acceptance of our products. These regulations could
require us to alter our current operations, to acquire significant equipment or to incur substantial other expenses
to comply with environmental regulations. Our failure to control the use, sale, transport or disposal of hazardous
substances could subject us to future liabilities.
If We are Unable to Adjust the Scale of Our Business in Response to Rapid Changes in Demand in the
Semiconductor Equipment Industry, Our Operating Results and Our Ability to Compete Successfully May
be Impaired
The business cycle in the semiconductor equipment industry has historically been characterized by frequent
periods of rapid change in demand that challenge our management to adjust spending and resources allocated
to operating activities. During periods of rapid growth or decline in demand for our products and services, we
face significant challenges in maintaining adequate financial and business controls, management processes,
information systems and procedures and in training, managing, and appropriately sizing our supply chain, our
work force, and other components of our business on a timely basis. Our success will depend, to a significant
extent, on the ability of our executive officers and other members of our senior management to identify and
respond to these challenges effectively. If we do not adequately meet these challenges, our gross margins and
earnings may be impaired during periods of demand decline, and we may lack the infrastructure and resources
to scale up our business to meet customer expectations and compete successfully during periods of demand
growth.
If We Choose to Acquire or Dispose of Product Lines and Technologies, We May Encounter Unforeseen
Costs and Difficulties That Could Impair Our Financial Performance
An important element of our management strategy is to review acquisition prospects that would
complement our existing products, augment our market coverage and distribution ability, or enhance our
technological capabilities. As a result, we may make acquisitions of complementary companies, products or
technologies, such as our March 2008 acquisition of SEZ, or we may reduce or dispose of certain product lines
or technologies, that no longer fit our long-term strategies. Managing an acquired business, disposing of product
technologies or reducing personnel entails numerous operational and financial risks, including difficulties in
assimilating acquired operations and new personnel or separating existing business or product groups, diversion
of management’s attention away from other business concerns, amortization of acquired intangible assets and
potential loss of key employees or customers of acquired or disposed operations among others. We anticipate
that our recent acquisition of SEZ will give rise to risks like these, as we integrate its operations with ours. There
can be no assurance that we will be able to achieve and manage successfully any such integration of potential
17
acquisitions, disposition of product lines or technologies, or reduction in personnel or that our management,
personnel, or systems will be adequate to support continued operations. Any such inabilities or inadequacies
could have a material adverse effect on our business, operating results, financial condition, and cash flows.
In addition, any acquisitions could result in changes such as potentially dilutive issuances of equity
securities, the incurrence of debt and contingent liabilities, the amortization of related intangible assets, and
goodwill impairment charges, any of which could materially adversely affect our business, financial condition,
and results of operations and/or the price of our Common Stock.
The Market for Our Common Stock is Volatile, Which May Affect Our Ability to Raise Capital or Make
Acquisitions
The market price for our Common Stock is volatile and has fluctuated significantly over the past years.
The trading price of our Common Stock could continue to be highly volatile and fluctuate widely in response to
factors, including but not limited to the following:
• variations in our revenues, earnings or other business and financial metrics from those experienced
by other companies in our industry or forecasts by securities analysts;
• government regulations;
• political, economic, or environmental events occurring globally or in any of our key sales regions.
In addition, the stock market experiences significant price and volume fluctuations. Historically, we
have witnessed significant volatility in the price of our Common Stock due in part to the actual or anticipated
movement in interest rates and the price of and markets for semiconductors. These broad market and industry
factors have and may again adversely affect the price of our Common Stock, regardless of our actual operating
performance. In the past, following volatile periods in the price of stock, many companies became the object
of securities class action litigation. If we are sued in a securities class action, we could incur substantial costs,
and it could divert management’s attention and resources and have an unfavorable impact on the price for our
Common Stock.
We Rely Upon Certain Critical Information Systems for the Operation of Our Business
We maintain and rely upon certain critical Information Systems for the effective operation of our business.
These Information Systems include telecommunications, the internet, our corporate intranet, various computer
hardware and software applications, network communications, and e-mail. These Information Systems may
be owned by us or by our outsource providers or even third parties such as vendors and contractors and may
be maintained by us or by such providers and third parties. These Information Systems are subject to attacks,
failures, and access denials from a number of potential sources including viruses, destructive or inadequate
code, power failures, and physical damage to computers, hard drives, communication lines, and networking
equipment. To the extent that these Information Systems are under our control, we have implemented security
procedures, such as virus protection software and emergency recovery processes, to address the outlined risks.
18
However, security procedures for Information Systems cannot be guaranteed to be failsafe and our inability
to use or access these Information Systems at critical points in time could unfavorably impact the timely and
efficient operation of our business.
Intellectual Property and Other Claims Against Us Can be Costly and Could Result in the Loss of Significant
Rights Which are Necessary to Our Continued Business and Profitability
Third parties may assert infringement, unfair competition or other claims against us. From time to time,
other parties send us notices alleging that our products infringe their patent or other intellectual property rights.
In addition, our Bylaws and indemnity obligations provide that we will indemnify officers and directors against
losses that they may incur in legal proceedings resulting from their service to Lam Research. In such cases, it is
our policy either to defend the claims or to negotiate licenses or other settlements on commercially reasonable
terms. However, we may be unable in the future to negotiate necessary licenses or reach agreement on other
settlements on commercially reasonable terms, or at all, and any litigation resulting from these claims by other
parties may materially adversely affect our business and financial results. Moreover, although we seek to obtain
insurance to protect us from claims and cover losses to our property, there is no guarantee that such insurance
will fully indemnify us for any losses that we may incur.
We May Fail to Protect Our Proprietary Technology Rights, Which Could Affect Our Business
Our success depends in part on our proprietary technology. While we attempt to protect our proprietary
technology through patents, copyrights and trade secret protection, we believe that our success also depends
on increasing our technological expertise, continuing our development of new systems, increasing market
penetration and growth of our installed base, and providing comprehensive support and service to our customers.
However, we may be unable to protect our technology in all instances, or our competitors may develop similar
or more competitive technology independently. We currently hold a number of United States and foreign patents
and pending patent applications. However, other parties may challenge or attempt to invalidate or circumvent
any patents the United States or foreign governments issue to us or these governments may fail to issue patents
for pending applications. In addition, the rights granted or anticipated under any of these patents or pending
patent applications may be narrower than we expect or, in fact, provide no competitive advantages.
We are Subject to the Internal Control Evaluation and Attestation Requirements of Section 404 of the
Sarbanes-Oxley Act of 2002
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to include in our annual report
our assessment of the effectiveness of our internal control over financial reporting and our audited financial
statements as of the end of each fiscal year. Furthermore, our independent registered public accounting firm (the
“Independent Registered Public Accounting Firm”) is required to report on whether it believes we maintained,
in all material respects, effective internal control over financial reporting as of the end of each fiscal year.
We have successfully completed our assessment and obtained our Independent Registered Public Accounting
Firm’s attestation as to the effectiveness of our internal control over financial reporting as of June 29, 2008. In
future years, if we fail to timely complete this assessment, or if our Independent Registered Public Accounting
Firm cannot timely attest to our assessment, we could be subject to regulatory sanctions and a loss of public
confidence in our internal control. In addition, any failure to implement required new or improved controls, or
difficulties encountered in their implementation, could harm our operating results or cause us to fail to timely
meet our regulatory reporting obligations.
Our Independent Registered Public Accounting Firm Must Confirm Its Independence in Order for Us to
Meet Our Regulatory Reporting Obligations on a Timely Basis
Our Independent Registered Public Accounting Firm communicates with us at least annually regarding
any relationships between the Independent Registered Public Accounting Firm and Lam Research that, in
the Independent Registered Public Accounting Firm’s professional judgment, might have a bearing on the
Independent Registered Public Accounting Firm’s independence with respect to us. If, for whatever reason,
19
our Independent Registered Public Accounting Firm finds that it cannot confirm that it is independent of Lam
Research based on existing securities laws and registered public accounting firm independence standards, we
could experience delays or other failures to meet our regulatory reporting obligations.
The Results of Our Independent Committee Review of Our Historical Stock Option Practices and Resulting
Restatements May Continue to Have Adverse Effects on Our Financial Results.
The review by a special committee of our Board of Directors consisting of two independent Board members
(the “Independent Committee”) of our historical stock option practices and the resulting restatement of our
historical financial statements have required us to expend significant management time and incur significant
accounting, legal, and other expenses during fiscal year 2008. The resulting restatements have had a material
adverse effect on our results of operations. We have restated our historical results of operations to record
additional non-cash, stock-based compensation expense of $95.2 million in the aggregate for the periods from
fiscal 1997 to fiscal 2006 (excluding the impact of related payroll and income taxes). We amortized less than
$0.1 million of compensation expense under Statement of Financial Accounting Standards No. 123R (“SFAS No.
123R”) in periods subsequent to fiscal year 2006 to properly account for previously issued stock options with
deemed incorrect measurement dates. Furthermore, to address potential adverse tax consequences certain of
our employees have incurred or may incur as a result of the issuance and/or exercise of misdated stock options,
we have taken and will continue to take remedial actions to make such employees including our Chief Executive
Officer and other affected executive officers, whole for any or all such additional tax liabilities which were
approximately $50 million as of June 29, 2008. Such actions have caused and in the future may cause us to incur
additional cash or noncash compensation expense. See the “Explanatory Note” immediately preceding Part I,
Item 1 and Note 3, “Restatements of Consolidated Financial Statements,” to Notes to Consolidated Financial
Statements of our Annual Report on Form 10-K as of and for the year ended June 24, 2007 (“2007 Form 10-K”)
for further discussion.
We May Be Subject to the Risks of Lawsuits in Connection With Our Historical Stock Option Practices, the
Resulting Restatements, and the Remedial Measures We Have Taken.
We, and our current and former directors and officers, may become the subject of shareholder derivative
and/or class action lawsuits and other legal proceedings relating to our historical stock option practices and
resulting restatements in the future. We may also be subject to other kinds of lawsuits. Should any of these events
occur, they could require us to expend significant management time and incur significant accounting, legal and
other expenses. This could divert attention and resources from the operation of our business and adversely affect
our financial condition and results of operations. In addition, the ultimate outcome of these potential actions
could have a material adverse effect on our business, financial condition, results of operations, cash flows and
the trading price for our securities. Litigation may be time-consuming, expensive and disruptive to normal
business operations, and the outcome of litigation is difficult to predict. The defense of these potential lawsuits
could result in significant expenditures.
Subject to certain limitations, we are obliged to indemnify our current and former directors, officers
and employees in connection with any government inquiry or litigation related to our historical stock option
practices that may arise. We currently hold insurance policies for the benefit of our directors and officers,
although there can be no assurance that the insurance would cover all of the expenses that would be associated
with any proceedings.
Judgment and Estimates Utilized by Us in Determining Stock Option Grant Dates and Related Adjustments
May Be Subject to Change due to Subsequent SEC Guidance or Other Disclosure Requirements.
In determining the restatement adjustments in connection with the stock option review, management used
all reasonably available relevant information to form conclusions it believes are appropriate as to the most likely
option granting actions that occurred, the dates when such actions occurred, and the determination of grant
dates for financial accounting purposes based on when the requirements of the accounting standards were met.
We considered various alternatives throughout the course of the review and restatement, and we believe the
approaches used were the most appropriate, and that the choices of measurement dates used in our review of
20
stock option grant accounting and restatement of our financial statements were reasonable and appropriate in
our circumstances. However, the SEC may issue additional guidance on disclosure requirements related to the
financial impact of past stock option grant measurement date errors that may require us to amend this filing
or other filings with the SEC to provide additional disclosures pursuant to such additional guidance. Any such
circumstance could also lead to future delays in filing our subsequent SEC reports. Furthermore, if we are
subject to adverse findings in any of these matters, we could be required to pay damages or penalties or have
other remedies imposed upon us which could harm our business, financial condition, and results of operations.
We Recently Regained Compliance with SEC Reporting Requirements. If We are Unable to Remain in
Compliance, There May Be a Material Adverse Effect on our Business and Our Stockholders.
As a consequence of the Independent Committee review of our historical stock option practices and
resulting restatements of our financial statements, for several quarters, we were not able to file our periodic
reports with the SEC on a timely basis and faced the possibility of delisting of our stock from the NASDAQ
Global Select Market. We have filed all of our tardy filings, which remediated the Company’s non-compliance
with Marketplace Rule 4310(c) (14), and believe we are we are in compliance with all applicable reporting
requirements. However, if the SEC disagrees with the manner in which the financial impact of past stock option
grants has been accounted for and reported, or not reported, there could be delays in filing future SEC reports.
See the “Explanatory Note” immediately preceding Part I, Item 1 and Note 3, “Restatements of Consolidated
Financial Statements,” to Consolidated Financial Statements of our 2007 Form 10-K for further discussion.
As a result of the delayed filings of our Quarterly Reports on Form 10-Q for the quarters ended September
23, 2007 and December 23, 2007, as well as of the 2007 Form 10-K, we are ineligible to register our securities
on Form S-3 for sale by us or resale by others until one year from March 31, 2008, the date the last delinquent
filing was made. We may use Form S-1 to raise capital or complete acquisitions, but doing so could increase
transaction costs and adversely impact our ability to raise capital or complete acquisitions of other companies
in a timely manner.
Item 2. Properties
Our executive offices and principal operating and R&D facilities are located in Fremont, California, and
are held under operating leases expiring from fiscal years 2010 to 2014. These leases generally include options
to renew or purchase the facilities. In addition, we lease properties for our service, technical support and sales
personnel throughout the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific and own manufacturing
facilities located in Eaton, Ohio and Villach, Austria. Our fiscal year 2008 rental expense for the space occupied
during that period aggregated approximately $11 million. Our facilities lease obligations are subject to periodic
increases, and we believe that our existing facilities are well-maintained and in good operating condition.
21
The results of voting on the following items were as set forth below:
Proposal No. 1 – Election of Directors to Board of Directors
NOMINEE IN FAVOR % IN FAVOR WITHHELD
James W. Bagley. . . . . . . . . . . . . . . . . . . . . . . . . . 111,444,886 98.5% 1,760,511
David G. Arscott. . . . . . . . . . . . . . . . . . . . . . . . . . 106,854,361 94.4% 6,351,036
Robert M. Berdahl . . . . . . . . . . . . . . . . . . . . . . . . 104,255,653 92.1% 8,949,744
Richard J. Elkus, Jr. . . . . . . . . . . . . . . . . . . . . . . . 103,855,753 91.8% 9,349,644
Jack R. Harris. . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,852,111 91.8% 9,353,286
Grant M. Inman . . . . . . . . . . . . . . . . . . . . . . . . . . 106,852,882 94.4% 6,352,515
Catherine Lego. . . . . . . . . . . . . . . . . . . . . . . . . . . 112,385,402 99.3% 819,995
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . 66,732,043 58.9% 46,473,354
Seiichi Watanabe . . . . . . . . . . . . . . . . . . . . . . . . . 112,388,811 99.3% 816,586
Patricia Wolpert . . . . . . . . . . . . . . . . . . . . . . . . . . 109,385,311 96.6% 3,820,086
Proposal No. 2 – Ratification of Appointment of Ernst and Young LLP as Independent Registered Public
Accounting Firm (Auditor) of the Company for the Current (2008) Fiscal Year
IN FAVOR AGAINST ABSTAIN
Beneficial Vote: . . . . . . . . . . . . . . . . . . . . . . . . . . 111,767,874 1,306,133 71,227
Registered Vote:. . . . . . . . . . . . . . . . . . . . . . . . . . 49,812 9,901 450
Total Shares Voted:. . . . . . . . . . . . . . . . . . . . . . . . 111,817,686 1,316,034 71,677
% of Voted Shares:. . . . . . . . . . . . . . . . . . . . . . . . 98.8% 1.2% .1%
% of Outstanding Shares:. . . . . . . . . . . . . . . . . . . 89.5% 1.1% .1%
22
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
The information required by this Item with respect to the market price of the Company’s Common Stock,
number of holders thereof, and payment of dividends is incorporated by reference from Item 6, “Selected
Financial Data” below.
As of the beginning of fiscal year 2008, there were no shares remaining available for repurchase under
prior Board authorized repurchase programs. During fiscal year 2008, there were 287,855 shares which the
Company withheld through net share settlements upon the vesting of restricted stock unit awards under the
Company’s equity compensation plans to cover tax withholding obligations.
The following graph compares the cumulative 5-year total return attained by shareholders on Lam Research
Corporation’s Common Stock relative to the cumulative total returns of the NASDAQ Composite index and the
RDG Semiconductor Composite index. The graph tracks the performance of a $100 investment in our Common
Stock and in each of the indices (with the reinvestment of all dividends) from June 30, 2003 to June 30, 2008.
23
Item 6. Selected Financial Data (derived from audited financial statements)
Year Ended
June 29, June 24, June 25, June 26, June 27,
2008 (1) 2007 2006 2005 2004
(in thousands, except per share data)
OPERATIONS:
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,474,911 $ 2,566,576 $ 1,642,171 $ 1,502,453 $ 935,946
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . 1,173,406 1,305,054 827,012 763,464 430,103
Restructuring charges and asset
impairments, net (2) . . . . . . . . . . . . . . . . . . 6,366 — — 14,201 8,327
409A expense (3) . . . . . . . . . . . . . . . . . . . . . . . 43,784 — — — —
In-process research and development . . . . . . . 2,074 — — — —
Operating income (4). . . . . . . . . . . . . . . . . . . . 509,431 778,660 404,768 388,142 96,793
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . 439,349 685,816 335,210 297,252 77,486
Net income (loss) per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.52 $ 4.94 $ 2.42 $ 2.16 $ 0.59
Diluted (5) . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.47 $ 4.85 $ 2.33 $ 2.09 $ 0.54
BALANCE SHEET:
Working capital. . . . . . . . . . . . . . . . . . . . . . . . . $ 1,280,028 $ 743,563 $ 1,138,720 $ 837,370 $ 499,366
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,806,755 2,101,605 2,327,382 1,472,349 1,222,118
Long-term obligations, less current portion. . . 385,132 252,487 350,969 2,786 9,554
(1) Fiscal year 2008 amounts include the operating results of SEZ from the acquisition date of March 11, 2008.
The acquisition was accounted for as a business combination in accordance with Statement of Financial
Accounting Standards No. 141, “Business Combinations”. Please see Note 16 “Acquisitions” of Note to
Consolidated Financial Statements for additional information.
(2) Restructuring charges and asset impairments, net exclude restructuring charges (recoveries) included
in cost of goods sold and reflected in gross margin of $12.6 million and $(1.7) million for fiscal years
2008 and 2004, respectively. Restructuring amounts included in cost of goods sold and reflected in gross
margin during fiscal year 2008 primarily relate to the integration of SEZ while the amounts in fiscal
year 2004 primarily relate to the partial recovery of the charges from the subsequent sale of a portion of
inventories associated with the write-off of selected, older product line inventories in connection with our
prior restructuring plans. These restructuring recoveries are included as a component of cost of goods sold
in accordance with Emerging Issues Task Force 96-9, “Classification of Inventory Markdowns and Other
Costs Associated with a Restructuring” (EITF 96-9). There were no restructuring charges or recoveries
included in cost of goods sold in fiscal years 2007, 2006, and 2005. Fiscal year 2005 restructuring charges
consist only of additional liabilities related to prior restructuring plans.
(3) 409A expense excludes the expense included in cost of goods sold and reflected in gross margin of $6.4
million during fiscal year 2008. As a result of the determinations from a voluntary independent stock
option review, the Company considered the application of Section 409A of the Internal Revenue Code of
1986, as amended (“IRC”) and similar provisions of state law to certain stock option grants where, under
Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, intrinsic value
was deemed to exist at the time of grant. In the event such stock option grants are not considered as issued
at fair market value at the original grant date under the IRC and applicable regulations thereunder, these
options are subject to Section 409A. On March 30, 2008, the Board of Directors of the Company authorized
the Company to assume the tax liability of certain employees, including the Company’s Chief Executive
Officer and certain other executive officers, with options subject to Section 409A and similar provisions of
state law.
24
(4) Operating income during the fiscal years ended June 29, 2008, June 24, 2007 and June 25, 2006 includes
$42.6 million, $35.6 million and $24.0 million, respectively, of equity-based compensation expense as a
result of the adoption of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”
at the beginning of fiscal year 2006.
(5) Diluted net income per share for the fiscal year ended June 27, 2004 includes the assumed conversion of
the convertible subordinated 4% notes. Accordingly, interest expense, net of taxes, of $3.2 million has been
added back to net income for computing diluted earnings per share.
(1) Our reporting period is a 52/53-week fiscal year. The fiscal year ended June 29, 2008 included 53 weeks.
The quarter ended March 30, 2008 included 14 weeks while all other quarters presented above included 13
weeks.
25
(2) Includes the operating results of the SEZ from the acquisition date of March 11, 2008. The acquisition was
accounted for as a business combination in accordance with Statement of Financial Accounting Standards
No. 141, “Business Combinations”. Please see Note 16 “Acquisitions” of Note to Consolidated Financial
Statements for additional information.
Our Common Stock is traded on the Nasdaq Global Select Market under the symbol LRCX. The price
range per share is the highest and lowest bid prices, as reported by The NASDAQ Stock Market, Inc., on any
and all trading days during the respective quarter. As of August 15, 2008 we had 378 stockholders of record. In
fiscal years 2008 and 2007 we did not declare or pay cash dividends to our stockholders. We currently have no
plans to declare or pay cash dividends.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations contains forward-looking
statements, which are subject to risks, uncertainties and changes in condition, significance, value and effect.
Our actual results could differ materially from those anticipated in the forward-looking statements as a result
of certain factors, including but not limited to those discussed in “Risk Factors” and elsewhere in this 2008
Form 10-K and other documents we file from time to time with the Securities and Exchange Commission.
(See “Cautionary Statement Regarding Forward-Looking Statements” in Part I of this 2008 Form 10-K ).
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 may not be any more reliable
than in prior years. Demand for our equipment can vary significantly from period to period as a result of various
factors, including, but not limited to, economic conditions (generally and in the semiconductor industry), supply,
demand, and prices for semiconductors, customer capacity requirements, and our ability to develop, acquire, and
market competitive products. For these and other reasons, our results of operations for fiscal years 2008, 2007,
and 2006 may not necessarily be indicative of future operating results.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
provides a description of our results of operations and should be read in conjunction with our Consolidated
Financial Statements and accompanying Notes to Consolidated Financial Statements included in this 2008 Form
10-K. MD&A consists of the following sections:
Executive Summary provides a summary of the key highlights of our results of operations
Results of Operations provides an analysis of operating results
Critical Accounting Policies and Estimates discusses accounting policies that reflect the more significant
judgments and estimates used in the preparation of our consolidated financial statements
Liquidity and Capital Resources provides an analysis of cash flows, contractual obligations and financial
position
Executive Summary
We design, manufacture, market, and service semiconductor processing equipment used in the fabrication
of integrated circuits and are recognized as a major provider of such equipment to the worldwide semiconductor
industry. Semiconductor wafers are subjected to a complex series of process and preparation steps that result
in the simultaneous creation of many individual integrated circuits. We leverage our expertise in these areas to
develop integrated and standalone processing solutions which typically benefit our customers through reduced
cost, lower defect rates, enhanced yields, or faster processing time as well as by facilitating their ability to meet
more stringent performance and design standards.
26
The following summarizes certain key quarterly and annual financial information for the periods indicated
below (in thousands, except per share data and percentages):
Three Months Ended Year Ended Year Ended
June 29, March 30, December 23, September 23, June 29, June 24,
2008 2008 2007 2007 2008 2007
Revenue. . . . . . . . . . . . . . . . $ 566,160 $ 613,810 $ 610,320 $ 684,621 $ 2,474,911 $ 2,566,576
Gross margin . . . . . . . . . . . 234,650 287,208 307,661 343,887 1,173,406 1,305,054
Gross margin as a percent
of total revenue. . . . . . . 41.4% 46.8% 50.4% 50.2% 47.4% 50.8%
Net income. . . . . . . . . . . . . 72,178 103,524 115,059 148,588 439,349 685,816
Diluted net earnings
per share . . . . . . . . . . . . $ 0.57 $ 0.82 $ 0.91 $ 1.18 $ 3.47 $ 4.85
Our business model, which utilizes the capabilities of outsource providers, enables us to focus on new
and existing product and process development, sales and marketing, and customer support. Although there are
near-term challenges from declining customer investment levels, we continue to target to expand our leadership
position in etch, leverage our etch expertise into adjacent markets and meet our objective of delivering best-in-
class financial performance over the long term.
Fiscal year 2008 shipments were approximately $2.4 billion. Fiscal year 2008 revenues decreased 4%
compared to fiscal year 2007 revenues reflecting a reduction in customer demand in the latter portion of the
year.
Gross margin as a percent of revenues was 47.4% for fiscal year 2008 and decreased sequentially compared
to fiscal year 2007 gross margin of 50.8%. This reduction was primarily due to customer concentration and
product mix challenges and decreased factory utilization as a result of reduced shipment volumes on declining
customer investment levels.
Fiscal year 2008 operating expenses include the assumption of Section 409A employee liabilities of $43.8
million and $19.3 million of costs related to our voluntary internal stock option review. Included in operating
expenses is $29.5 million from the operations of SEZ since the date of acquisition. We also continue to invest
significantly in research and development focused on leading-edge plasma etch, single-wafer clean, and other
new products and technologies. Although there are near term pressures on our business from declining customer
investment levels, we are targeting the longer term benefit of our product development activities. These factors,
along with decreased revenues and gross margins noted above, contributed to the fiscal 2008 operating margin
decrease to 20.6% compared with 30.3% in fiscal year 2007.
Our cash performance remained strong during fiscal year 2008 as our cash and cash equivalents, short-
term investments and restricted cash and investments balances increased sequentially during fiscal year 2008
by $174.1 million after the cash acquisition of SEZ for $482.6 million, net of cash acquired. Cash flows from
operating activities were $590.3 million during fiscal year 2008.
Results of Operations
27
Unshipped orders in backlog as of June 29, 2008 were approximately $410 million and decreased
from approximately $643 million as of June 24, 2007 consistent with reduced spending commitments of our
customers in the semiconductor industry. The basis for recording new orders is defined in our backlog policy.
Our unshipped orders backlog includes orders for systems, spares, and services where written customer requests
have been accepted and the delivery of products or provision of services is anticipated within the next 12 months.
Our policy is to revise our backlog for order cancellations and to make adjustments to reflect, among other
things, spares volume estimates and customer delivery date changes. Please refer to “Backlog” in Part I Item 1,
“Business” of this 2008 Form 10-K for additional information on our backlog policy.
Revenue
Year Ended
June 29, June 24, June 25,
2008 2007 2006
Revenue (in thousands). . . . . . . . . . . . . . . . . . . . . $2,474,911 $ 2,566,576 $ 1,642,171
North America . . . . . . . . . . . . . . . . . . . . . . . . . . . 17% 16% 14%
Europe. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10% 9% 13%
Asia Pacific. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13% 18% 12%
Taiwan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20% 22% 17%
Korea. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22% 21% 22%
Japan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18% 14% 22%
The slight decrease in revenues during fiscal year 2008 from fiscal year 2007 reflects our customers’
response to balancing supply and demand in the semiconductor industry. The increase in revenues during fiscal
year 2007 compared to fiscal year 2006 reflected an improved market environment which was evidenced by
expanded levels of capital investments by semiconductor manufacturers and our market share expansion. Our
revenue levels are correlated to the amount of shipments and our installation and acceptance timelines. The
overall Asia region continued to account for a significant portion of our revenues as a substantial amount of the
worldwide capacity additions for semiconductor manufacturing continues to occur in that region. Our deferred
revenue balance decreased to $193.6 million as of June 29, 2008 compared to $295.5 million as of June 24,
2007, consistent with the decline in customer spending levels during fiscal year 2008. The anticipated future
revenue value of orders shipped from backlog to Japanese customers that are not recorded as deferred revenue
was approximately $52 million as of June 29, 2008; these shipments are classified as inventory at cost until title
transfers.
Gross Margin
Year Ended
June 29, June 24, June 25,
2008 2007 2006
(in thousands, except percentages)
Gross Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,173,406 $ 1,305,054 $ 827,012
Percent of total revenue . . . . . . . . . . . . . . . . . . . . . . . 47.4% 50.8% 50.4%
Gross margin as a percent of revenue during fiscal year 2008 was 47.4%. The decrease in gross margin
as a percent of revenue for fiscal year 2008 compared with fiscal year 2007 was primarily due to decreased
factory utilization as a result of reduced shipment volumes, as well as customer concentration and product mix
challenges, $12.6 million of one-time restructuring and asset impairment expenses related to the streamlining
of our combined clean product group, post SEZ acquisition, and $6.4 million of expense associated with the
assumption of the employee tax liabilities as a result of the determinations from our voluntary independent stock
option review.
28
The increase in gross margin as a percent of revenue during fiscal year 2007 compared with fiscal year
2006 was primarily driven by improved utilization of factory and field resources on higher business volumes
partially offset by product and customer mix and implementation of a targeted consumable spare parts price-
reduction strategy focused on preserving and building market share and strengthening customer trust in our
efforts to support their cost-reduction roadmaps.
Although there are near term pressures on our business from declining customer investment levels, given
the targeted longer term benefit of our product development activities, we continue to invest significantly in
research and development focused on leading-edge plasma etch, single-wafer clean, and new products and
technologies. The fiscal year 2008 R&D expenses included approximately $14 million from the operations of
SEZ. Including SEZ since March 11, 2008, the growth in absolute spending levels during fiscal year 2008
compared to fiscal year 2007 reflect our commitment towards our near-term and longer-term product growth
objectives and included increases of approximately $22 million in salary and benefits costs for planned increases
in headcount and employee base compensation supporting that same strategy, $9 million in engineering material
supplies and outside services targeting etch, and new product growth objectives, and a $3 million decrease in
incentive-based compensation driven by reduced profit levels. Approximately 74% and 33% of fiscal years 2008
and 2007 systems revenues, respectively, were derived from products introduced over the previous two years and
is reflective of our continued investments in new products and technologies.
The growth in absolute spending levels during fiscal year 2007 compared to fiscal year 2006 included
expected increases of approximately $22 million in engineering material supplies and outside services targeting
etch, new and product growth objectives, $18 million in salary and benefits costs for planned increases in
headcount and employee base compensation supporting that same strategy, $6 million in incentive-based
compensation driven by higher profit levels and $6 million in equity-based compensation.
Fiscal year 2008 SG&A expenses included approximately $15 million of SEZ SG&A expenses. The
increase in SG&A expenses during fiscal year 2008 compared with the prior year was driven by increases of
approximately $24 million in salary and benefit costs for planned increases in headcount, including SEZ since
March 11, 2008, and employee base compensation, $19 million in legal and accounting cost incurred as a result
of the voluntary stock option review, and $3 million in equity-based compensation partially offset by a decrease
of $5 million in incentive-based compensation triggered by lower profit levels.
The increase in SG&A expenses during fiscal year 2007 compared with the prior year was driven by increases
of $20 million in incentive-based compensation triggered by higher profits and stock price, approximately $15
million in salary and benefit costs for planned increases in headcount and employee base compensation, and $5
million in equity-based compensation.
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409A Expense
As a result of the determinations from the voluntary independent stock option review, we considered the
application of Section 409A of the Internal Revenue Code and similar provisions of state law to certain stock
option grants where, under APB No. 25, intrinsic value existed at the time of grant. In the event such stock option
grants are not considered as issued at fair market value at the original grant date under the IRC, these options
are subject to Section 409A and similar provisions of state law. Due to this, taxes and penalties are levied not on
the intrinsic value increase, but on the entire stock option gain for exercised options. On March 30, 2008, our
Board of Directors authorized us to assume the tax liability of certain employees, including our Chief Executive
Officer and certain executive officers, with options subject to Section 409A and similar provisions of state law.
The 409A liability totaled $50.2 million; $43.8 million was recorded in operating expenses and $6.4 million in
cost of goods sold in our consolidated statements of operations for fiscal year 2008. The determinations from
the voluntary independent stock option review are more fully described in Note 3, “Restatement of Consolidated
Financial Statements” to Consolidated Financial Statements and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Item 7 of our 2007 Form 10-K.
30
Below is a table summarizing activity relating to the June 2008 Plan:
Severance Abandoned
and Fixed
Benefits Facilities Assets Inventory Total
(in thousands)
June 2008 provision . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,513 $899 $ 1,893 $ 10,671 $ 18,976
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (927) — — — (927)
Non-cash charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (1,893) (10,671) (12,564)
Balance at June 29, 2008 . . . . . . . . . . . . . . . . . . . . . . . $4,586 $899 $ — $ — $ 5,485
The severance and benefits-related costs are anticipated to be utilized by the end of fiscal year 2009. The
facilities balance consists primarily of lease payments on vacated buildings and is expected to be utilized by the
end of fiscal year 2009.
The decrease in interest income during fiscal year 2008 compared with the prior year is primarily due to
decreases in our average balances of cash and cash equivalents, short-term investments, and restricted cash and
investments throughout fiscal year 2008 and to a lesser extent, decreases in interest rate yields. The decrease in
average balances was due to share repurchase activity of $1.1 billion during fiscal year 2007, of which $768.0
million was repurchased during the fourth quarter of fiscal year 2007, and the acquisition of SEZ in fiscal
year 2008 in the amount of $482.6 million, net of cash acquired. The sequential increase in interest income
during fiscal year 2007 compared to fiscal year 2006 was due to the combined effect of increased cash and cash
equivalents, short-term securities, and restricted cash and investments balances as well as increases in interest
rate yields.
The decrease in interest expense during fiscal year 2008 as compared with the prior year was due to a
$100 million repayment on our long-term debt during the December and March quarters of fiscal year 2007
and a decline in interest rates. The balance of our long-term debt and capital lease obligations as of June 29,
2008 was $306.3 million. The current portion of long-term debt and capital leases was $30.2 million as of June
29, 2008. Consolidated debt and capital lease obligations increased during fiscal year 2008 as a result of the
SEZ acquisition. Debt and capital lease balances related to the SEZ acquisition were $56.3 million in total with
$5.2 million representing the current portion as of June 29, 2008. The debt obligations consist of various bank
loans and government grants supporting operating needs and capital leases reflect building lease obligations.
The increase in interest expense during fiscal year 2007 as compared with fiscal year 2006 was due to the
$350 million of long-term debt entered into by our wholly-owned subsidiary on June 16, 2006 to facilitate the
repatriation of foreign earnings under the American Jobs Creation Act of 2004 (AJCA). The balance of our long-
term debt was $250 million as of June 24, 2007.
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Included in foreign exchange gains during fiscal year 2008 are gains associated with the acquisition of
SEZ of $42.7 million relating primarily to the settlement of a hedge of the Swiss franc. These acquisition-related
net foreign exchange gains were partially offset by other foreign exchange losses of approximately $11.2 million
during fiscal year 2008 which were primarily due to our foreign currency denominated liabilities with non-U.S.
dollar functional subsidiaries where the U.S. dollar weakened against certain currencies, primarily the Euro and
Taiwan dollar resulting in the foreign exchange loss. A description of our exposure to foreign currency exchange
rates can be found in the Risk Factors section of this 2008 Form 10-K under the heading “Our Future Success
Depends on International Sales and Management of Global Operations.”
In June 2007 we recognized a gain of $3.0 million related to the sale of a private equity investment.
The favorable legal judgment of $15.8 million during fiscal year 2007 was obtained in a lawsuit filed by us
alleging breach of purchase order contracts by one of our customers. The Supreme Court of California denied
review of lower and appellate court judgments in favor of Lam Research during the quarter ended September 24,
2006.
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acquisition. Any subsequently recognized tax benefits associated with valuation allowances recorded in the SEZ
acquisition will be recorded as an adjustment to goodwill. We evaluate the realizability of the deferred tax assets
quarterly and will continue to assess the need for additional valuation allowances, if any.
FIN 48
In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation Number
48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48 clarifies the accounting for income taxes, by
prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the
financial statements. FIN 48 also provides guidance on derecognizing, measurement, classification, interest and
penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning
after December 15, 2006. We adopted FIN 48 as of June 25, 2007. As a result of the adoption of FIN 48,
we decreased the recorded liability for unrecognized tax benefits by approximately $26.2 million as well as
reclassed approximately $64.4 million from current to non-current income taxes payable. The cumulative effect
of adopting FIN 48 was a $17.6 million increase to our opening retained earnings in the first quarter of fiscal
year 2008.
We reevaluate these 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. Such a change in recognition or measurement would result in the recognition
of a tax benefit or an additional charge to the tax provision.
33
sales of spare parts and system upgrade kits is generally recognized upon shipment. Revenue related to services
is generally recognized upon completion of the services requested by a customer order. Revenue for extended
maintenance service contracts with a fixed payment amount is recognized on a straight-line basis over the term
of the contract.
Inventory Valuation: Inventories are stated at the lower of cost or market using standard costs which
generally approximate actual costs on a first-in, first-out basis. We maintain a perpetual inventory system and
continuously record the quantity on-hand and standard cost for each product, including purchased components,
subassemblies, and finished goods. We maintain the integrity of perpetual inventory records through periodic
physical counts of quantities on hand. Finished goods are reported as inventories until the point of title transfer to
the customer. Generally, title transfer is documented in the terms of sale. When the terms of sale do not specify,
we assume title transfers when we complete physical transfer of the products to the freight carrier unless other
customer practices prevail. Transfer of title for shipments to Japanese customers generally occurs at time of
customer acceptance.
Standard costs are reassessed as needed but annually at a minimum, and reflect achievable acquisition
costs, generally the most recent vendor contract prices for purchased parts, currently obtainable assembly and
test labor utilization levels, methods of manufacturing, and overhead for internally manufactured products.
Manufacturing labor and overhead costs are attributed to individual product standard costs at a level planned to
absorb spending at average utilization volumes. All intercompany profits related to the sales and purchases of
inventory between our legal entities are eliminated from our consolidated financial statements.
Management evaluates the need to record adjustments for impairment of inventory at least quarterly. Our
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. Obsolete inventory or inventory in excess of management’s
estimated usage requirements over the next 12 to 36 months is written down to its estimated market value
if less than cost. Inherent in the estimates of market value are management’s forecasts related to our future
manufacturing schedules, customer demand, technological and/or market obsolescence, general semiconductor
market conditions, possible alternative uses, and ultimate realization of excess inventory. If future customer
demand or market conditions are less favorable than our projections, additional inventory write-downs may be
required and would be reflected in cost of sales in the period the revision is made.
Warranty: Typically, the sale of semiconductor capital equipment includes providing parts and service
warranty to customers as part of the overall price of the system. We offer standard warranties for our systems
that run generally for a period of 12 months from system acceptance. When appropriate, we record a provision
for estimated warranty expenses to cost of sales for each system upon revenue recognition. The amount recorded
is based on an analysis of historical activity which uses factors such as type of system, customer, geographic
region, and any known factors such as tool reliability trends. All actual parts and labor costs incurred in
subsequent periods are charged to those established reserves on a system-by-system basis.
Actual warranty expenses are incurred on a system-by-system basis, and may differ from our original
estimates. While we periodically monitor the performance and cost of warranty activities, if actual costs incurred
are different than our estimates, we may recognize adjustments to provisions in the period in which those
differences arise or are identified. We do not maintain general or unspecified reserves; all warranty reserves are
related to specific systems.
In addition to the provision of standard warranties, we offer customer-paid extended warranty services.
Revenues for extended maintenance and warranty services with a fixed payment amount are recognized on a
straight-line basis over the term of the contract. Related costs are recorded either as incurred or when related
liabilities are determined to be probable and estimable.
Equity-based Compensation — Employee Stock Purchase Plan and Employee Stock Plans: We account
for our employee stock purchase plan (“ESPP”) and stock plans under the provisions of Statement of Financial
Accounting Standards No. 123R (“SFAS No. 123R”). SFAS No. 123R requires the recognition of the fair value
of equity-based compensation in net income. The fair value of our restricted stock units was calculated based
upon the fair market value of Company stock at the date of grant. The fair value of our stock options and ESPP
awards was estimated using a Black-Scholes option valuation model. This model requires the input of highly
34
subjective assumptions and elections in adopting and implementing SFAS No. 123R, including expected stock
price volatility and the estimated life of each award. The fair value of equity- based awards is amortized over
the vesting period of the award and we have elected to use the straight-line method for awards granted after the
adoption of SFAS No. 123R and continue to use a graded vesting method for awards granted prior to the adoption
of SFAS No. 123R.
We make quarterly assessments of the adequacy of our tax credit pool related to equity-based compensation
to determine if there are any deficiencies that require recognition in our consolidated statements of operations.
As a result of the adoption of SFAS No. 123R, we will only recognize a benefit from stock-based compensation
in paid-in-capital if an incremental tax benefit is realized after all other tax attributes currently available to us
have been utilized. In addition, we have elected to account for the indirect benefits of stock-based compensation
on the research tax credit through the income statement (continuing operations) rather than through paid-in-
capital. We have also elected to net deferred tax assets and the associated valuation allowance related to net
operating loss and tax credit carryforwards for the accumulated stock award tax benefits determined under
Accounting Principles Board No. 25 for income tax footnote disclosure purposes. We will track these stock
award attributes separately and will only recognize these attributes through paid-in-capital in accordance with
Footnote 82 of SFAS No. 123R.
Income Taxes: Deferred income taxes reflect the net effect of temporary differences between the carrying
amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to
be realized. Realization of our net deferred tax assets is dependent on future taxable income. We believe 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 we determine
that we would not be able to realize all or part of our net deferred tax assets, an adjustment would be charged
to earnings in the period such determination is made. Likewise, if we later determine that it is more likely than
not that the deferred tax assets would be realized, then the previously provided valuation allowance would be
reversed.
We calculate our current and deferred tax provision based on estimates and assumptions that can differ
from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on
filed returns are recorded when identified.
We provide for income taxes on the basis of annual estimated effective income tax rates. Our estimated
effective income tax rate reflects our underlying profitability, the level of R&D spending, the regions where
profits are recorded and the respective tax rates imposed. We carefully monitor these factors and adjust the
effective income tax rate, if necessary. If actual results differ from estimates, we could be required to record an
additional valuation allowance on deferred tax assets or adjust our effective income tax rate, which could have a
material impact on our business, results of operations, and financial condition.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex
tax laws. Our estimate for the potential outcome of any uncertain tax issue is highly judgmental. Resolution of
these uncertainties in a manner inconsistent with our expectations could have a material impact on our results
of operations and financial condition.
In July 2006, the FASB issued FASB Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN
48”). FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements
as “more-likely-than-not” to be sustained by the taxing authority. The recently issued literature also provides
guidance on the derecognition, measurement and classification of income tax uncertainties, along with any
related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties
in interim periods and increases the level of disclosures associated with any recorded income tax uncertainties.
We adopted FIN 48 in the first quarter of 2008. See Note 15: “Income Taxes” in the Notes to Consolidated
Financial Statements of this 2008 Form 10-K for further discussion.
We must make certain estimates and judgments in determining income tax expense for financial statement
purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and
in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition
35
of revenue and expense for tax and financial statement purposes, as well as the interest and penalties relating to
these uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to our
tax provision in a subsequent period.
We must assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely,
we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that
we estimate will not ultimately be recoverable. We believe that we will ultimately recover a substantial majority
of the deferred tax assets recorded on our consolidated balance sheets. However, should there be a change in our
ability to recover our deferred tax assets, our tax provision would increase in the period in which we determined
that the recovery was not probable.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of
complex tax regulations. As a result of the implementation of FIN 48, we recognize liabilities for uncertain tax
positions based on the two-step process prescribed within the interpretation. The first step is to evaluate the tax
position for recognition by determining if the weight of available evidence indicates that it is more likely than not
that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.
The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50%
likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts,
as this requires us to determine the probability of various possible outcomes. We reevaluate these 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. Such a change
in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax
provision in the period.
Goodwill and Intangible Assets: We account for goodwill and other intangible assets in accordance with
Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, (“SFAS No.
142”). SFAS No. 142 requires that goodwill and identifiable intangible assets with indefinite useful lives no
longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires that
intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their
estimated residual values and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”.
We review goodwill at least annually for impairment. Should certain events or indicators of impairment
occur between annual impairment tests, we perform the impairment test of goodwill at that date. In testing for a
potential impairment of goodwill, we: (1) allocate goodwill to our various reporting units to which the acquired
goodwill relates; (2) estimate the fair value of our reporting units; and (3) determine the carrying value (book
value) of those reporting units, as some of the assets and liabilities related to those reporting units are not held
by those reporting units but by corporate headquarters. Furthermore, if the estimated fair value of a reporting
unit is less than the carrying value, we must estimate the fair value of all identifiable assets and liabilities of
that reporting unit, in a manner similar to a purchase price allocation for an acquired business. This can require
independent valuations of certain internally generated and unrecognized intangible assets such as in-process
research and development and developed technology. Only after this process is completed can the amount of
goodwill impairment, if any, be determined.
The process of evaluating the potential impairment of goodwill is subjective and requires significant
judgment at many points during the analysis. In estimating the fair value of a reporting unit for the purposes
of our annual or periodic analyses, we make estimates and judgments about the future cash flows of that
reporting unit. Although our cash flow forecasts are based on assumptions that are consistent with our plans and
estimates we are using to manage the underlying businesses, there is significant exercise of judgment involved in
determining the cash flows attributable to a reporting unit over its estimated remaining useful life. In addition,
we make certain judgments about allocating shared assets to the estimated balance sheets of our reporting units.
We also consider our and our competitor’s market capitalization on the date we perform the analysis. Changes in
judgment on these assumptions and estimates could result in a goodwill impairment charge.
36
The value assigned to intangible assets is based on estimates and judgments regarding expectations such as
the success and life cycle of products and technology acquired. If actual product acceptance differs significantly
from the estimates, we may be required to record an impairment charge to write down the asset to its realizable
value.
37
statements and any retained noncontrolling equity investment upon deconsolidation of a subsidiary is initially
measured at fair value. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The adoption
of SFAS 160 will result in the reclassification of minority interests to stockholders’ equity. We are currently
assessing any further impacts of SFAS 160 on our results of operations and financial condition.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about
Derivative Instruments and Hedging Activities — An Amendment of FASB Statement 133” (“SFAS 161”). SFAS
161 requires expanded and enhanced disclosure for derivative instruments, including those used in hedging
activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. We are
currently assessing the impact of the adoption of SFAS 161 on our consolidated financial statement disclosures.
In April 2008, the FASB issued FASB Staff Position Statement of Financial Accounting Standards 142-3,
“Determination of the Useful Life of Intangible Assets” (“FSP SFAS 142-3”). FSP SFAS 142-3 provides guidance
with respect to estimating the useful lives of recognized intangible assets acquired on or after the effective date
and requires additional disclosure related to the renewal or extension of the terms of recognized intangible
assets. FSP SFAS 142-3 is effective for fiscal years and interim periods beginning after December 15, 2008. We
are currently assessing the impact of the adoption of FSP SFAS 142-3 on our results of operations and financial
condition.
Significant changes in operating asset and liability accounts , net of amounts acquired from SEZ, included
the following sources of cash: a decrease in accounts receivable of $99.9 million on lower business volumes,
an increase in accrued expenses and other liabilities of $80.6 million that was primarily due to an increase
in accrued compensation, including an accrual for the assumption of 409A liabilities of $50.2 million, and a
decrease in inventories of $19.7 million on lower business volumes. These sources of cash were partially offset
by decreases in deferred profit and accounts payable of $64.0 million and $40.1 million, respectively, on lower
business volumes, and an increase in prepaid expenses and other assets of $22.0 million primarily due to an
increase in income taxes receivable.
38
Cash Flows from Investing Activities
Net cash used for investing activities during fiscal year 2008 was $495.8 million which was primarily due
to our acquisition of SEZ for $482.6 million, net of cash acquired. In addition, our capital expenditures were
$76.8 million and we purchased Swiss franc call options related to the acquisition of SEZ totaling $13.5 million.
These expenditures were partially offset by net sales/maturities of investments of $18.8 million, proceeds from
the settlement of the call options related to the SEZ acquisition of $47.3 million and the reclassification of
restricted cash of $15.5 million.
39
Operating Leases
We lease most of our administrative, R&D and manufacturing facilities, regional sales/service offices and
certain equipment under non-cancelable operating leases, which expire at various dates through 2016. Certain of
our facility leases for buildings located at our Fremont, California headquarters and certain other facility leases
provide us with an option to extend the leases for additional periods or to purchase the facilities. Certain of our
facility leases provide for periodic rent increases based on the general rate of inflation.
Included in the Operating Leases Over 5 years section of the table above is $141.8 million in guaranteed
residual values for lease agreements relating to certain properties at our Fremont, California campus and
properties in Livermore, California.
On December 18, 2007, we entered into a series of two operating leases (the “Livermore Leases”)
regarding certain improved properties in Livermore, California. On December 21, 2007, we entered into a series
of four amended and restated operating leases (the “New Fremont Leases,” and collectively with the Livermore
Leases, the “Operating Leases”) with regard to certain improved properties at our headquarters in Fremont,
California. Each of the Operating Leases is an off-balance sheet arrangement. The Operating Leases (and
associated documents for each Operating Lease) were entered into by us and BNP Paribas Leasing Corporation
(“BNPPLC”).
Each Livermore Lease facility has an approximately seven-year term (inclusive of an initial construction
period during which BNPPLC’s and our obligations will be governed by the Construction Agreement entered
into with regard to such Livermore Lease facility) ending on the first business day in January, 2015. Each New
Fremont Lease has an approximately seven-year term ending on the first business day in January, 2015.
Under each Operating Lease, we may, at our discretion and with 30 days’ notice, elect to purchase the
property that is the subject of the Operating Lease for an amount approximating the sum required to prepay the
amount of BNPPLC’s investment in the property and any accrued but unpaid rent. Any such amount may also
include an additional make-whole amount for early redemption of the outstanding investment, which will vary
depending on prevailing interest rates at the time of prepayment.
We will be required, pursuant to the terms of the Operating Leases and associated documents, to maintain
collateral in an aggregate of approximately $165.0 million (upon completion of the Livermore construction) in
separate interest-bearing accounts and/or eligible short-term investments as security for our obligations under
the Operating Leases. As of June 29, 2008, we had $129.2 million recorded as restricted cash and short-term
investments in our consolidated balance sheet as collateral required under the lease agreements related to the
amounts currently outstanding on the facility.
Upon expiration of the term of an Operating Lease, the property subject to that Operating Lease may be
remarketed. We have guaranteed to BNPPLC that each property will have a certain minimum residual value, as
set forth in the applicable Operating Lease. The aggregate guarantee made by us under the Operating Leases is
no more than approximately $141.8 million (although, under certain default circumstances, the guarantee with
regard to an Operating Lease may be 100% of BNPPLC’s investment in the applicable property; in the aggregate,
the amounts payable under such guarantees will be no more than $165.0 million plus related indemnification or
other obligations).
The lessor under the lease agreements is a substantive independent leasing company that does not have the
characteristics of a variable interest entity (VIE) as defined by FASB Interpretation No. 46, “Consolidation of
Variable Interest Entities” and is therefore not consolidated by us.
The remaining operating lease balances primarily relate to non-cancelable facility-related operating
leases.
Capital Leases
Capital leases reflect building lease obligations assumed from our acquisition of SEZ. The amounts in the
table above include the interest portion of payment obligations.
40
Purchase Obligations
Purchase obligations consist of significant contractual obligations either on an annual basis or over multi-
year periods related to our outsourcing activities or other material commitments, including vendor-consigned
inventories. We continue to enter into new agreements and maintain existing agreements to outsource certain
activities, including elements of our manufacturing, warehousing, logistics, facilities maintenance, certain
information technology functions, and certain transactional general and administrative functions. The contractual
cash obligations and commitments table presented above contains our minimum obligations at June 29, 2008
under these arrangements and others. Actual expenditures will vary based on the volume of transactions and
length of contractual service provided. In addition to these obligations, certain of these agreements include early
termination provisions and/or cancellation penalties which could increase or decrease amounts actually paid.
Consignment inventories, which are owned by vendors but located in our storage locations and warehouses,
are not reported as our inventory until title is transferred to us or our purchase obligation is determined. At June
29, 2008, vendor-owned inventories held at our locations and not reported as our inventory were $26.5 million.
Long-Term Debt
On June 16, 2006, our wholly-owned subsidiary, Lam Research International SARL (“LRI”), as borrower,
entered into a $350 million Credit Agreement (the “LRI Credit Agreement”). In connection with the LRI Credit
Agreement, we entered into a Guarantee Agreement (the “Guarantee Agreement”) guaranteeing the obligations
of LRI under the LRI Credit Agreement. The outstanding balance on the loan was repaid in full during the
quarter ended March 30, 2008.
Concurrent with the repayment of the LRI Credit Agreement noted above, on March 3, 2008, we, as borrower,
entered into a Credit Agreement, dated as of March 3, 2008 (the “Credit Agreement”) with ABN AMRO BANK
N.V (the “Agent”), as administrative agent for the lenders party to the Credit Agreement, and such lenders. Our
wholly-owned domestic subsidiary entered into a guarantee for the obligations of the Company under the Credit
Agreement. In connection with the Credit Agreement, the Company and its wholly-owned domestic subsidiary
entered into certain collateral documents (collectively, the “Collateral Documents”) including certain Security
Agreements, a Pledge Agreement and other Collateral Documents to secure our obligations under the Credit
Agreement. The Collateral Documents encumber certain current and future accounts receivables, inventory,
equipment and related assets.
Under the Credit Agreement, we borrowed $250 million in principal amount for general corporate purposes.
The loan under the Credit Agreement is a non-revolving term loan with the following repayment terms: (a) $12.5
million of the principal amount due on each of (i) September 30, 2008, (ii) March 31, 2009 and (iii) September 30,
2009 and (b) the payment of the remaining principal amount on March 6, 2010. The outstanding principal amount
bears interest at LIBOR plus 0.75% per annum or, alternatively, at the Agent’s “prime rate.” We may prepay the
loan under the Credit Agreement in whole or in part at any time without penalty. The Credit Agreement contains
customary representations, warranties, affirmative covenants and events of default, as well as various negative
covenants (including maximum leverage ratio, minimum liquidity and minimum EBITDA).
As a condition to funding under the Credit Agreement, the outstanding balance ($250 million) under the
LRI Credit Agreement was repaid in full. LRI is our wholly-owned subsidiary. In addition, the Guarantee
Agreement was also terminated. Our obligations under the Guarantee Agreement were fully collateralized by
cash and cash equivalents.
Consolidated debt obligations increased slightly as a result of the SEZ acquisition by $34.8 million of
which $4.6 million represents the current portion of long-term debt and $30.2 million is classified as long-term
debt on the consolidated balance sheet. The debt obligations consist of various bank loans and government grants
supporting operating needs.
Our total long-term debt of $284.8 million as of June 29, 2008 includes the $250.0 million discussed above
and $34.8 million from SEZ. The current portion of long-term debt was $29.6 million as of June 29, 2008.
41
Guarantees
We account for our guarantees in accordance with FASB Interpretation No. 45 “Guarantor’s Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN
45”). FIN 45 requires a company that is a guarantor to make specific disclosures about its obligations under
certain guarantees that it has issued. FIN 45 also requires a company (the guarantor) to recognize, at the inception
of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee.
We have issued certain indemnifications to our lessors for taxes and general liability under some
of our agreements. We have entered into certain insurance contracts which may limit our exposure to such
indemnifications. As of June 29, 2008, we have not recorded any liability on our consolidated financial
statements in connection with these indemnifications, as we do not believe, based on information available, that
it is probable that any 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, based on information available, that it
is probable that any material amounts will be paid under these guarantees.
The Company offers standard warranties on its systems that run generally for a period of 12 months from
system acceptance. 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.
Investments
We maintain an investment portfolio of various holdings, types, and maturities. As of June 29, 2008,
these securities are classified as available-for-sale and consequently are recorded in the Consolidated Balance
Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other
comprehensive income, net of tax.
42
We mitigate default risk by investing in high credit quality securities and by positioning our portfolio
to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor.
The portfolio includes only marketable securities with active secondary or resale markets to achieve portfolio
liquidity and maintain a prudent amount of diversification.
43
The notional amount and unrealized loss of our outstanding foreign currency forward contracts that are
designated as balance sheet hedges as of June 29, 2008 is shown in the table below. This table also shows the
change in fair value of these balance sheet hedges assuming a hypothetical foreign currency exchange rate
movement of +/- 10 percent and +/- 15 percent. These changes in fair values would be offset in other income and
expense by corresponding change in fair values of the foreign currency denominated intercompany and trade
receivables assuming the hedge contract fully covers the intercompany and trade receivable balances.
Unrealized FX Contract Change in Fair Value
Notional Gain/(Loss) as of Given an X% Increase (+) /
Amount June 29, 2008 Decrease (-) in Each FX Rate
+/- 10% +/- 15%
(in millions)
Balance sheet hedge forward contracts sold . . . . . . . . $80.1 $(0.8) +/- $7.4 +/- $11.2
The notional amount and unrealized gain of our outstanding forward contracts that are designated as cash
flow hedges as of June 29, 2008 is shown in the table below. This table also shows the change in fair value of
these cash flow hedges assuming a hypothetical foreign currency exchange rate movement of +/- 10 percent and
+/- 15 percent.
Unrealized FX Contract Change in Fair Value
Notional Gain/(Loss) as of Given an X% Increase (+) /
Amount June 29, 2008 Decrease (-) in Each FX Rate
+/- 10% +/- 15%
(in millions)
Cash flow hedge forward contracts sold . . . . . . . . . . . $107.7 $5.9 +/- $10.8 +/- $16.2
Long-Term Debt
Our long-term debt consists of $250 million in a non-revolving term loan with the following repayment
terms: (a) $12.5 million of the principal amount due on each of (i) September 30, 2008, (ii) March 31, 2009
and (iii) September 30, 2009 and (b) the payment of the remaining principal amount on March 6, 2010. The
outstanding principal amount bears interest at LIBOR plus 0.75% per annum or, alternatively, at the Agent’s
“prime rate.” We may prepay the loan under the Credit Agreement in whole or in part at any time without
penalty. At any time a sharp increase in interest rates could have a material adverse effect on interest expense
and a material favorable effect on interest expense with a sharp decline in interest rates.
A hypothetical change in interest rates on our variable rate long-term debt of 50 basis points would result
in a change in interest expense of approximately $1.3 million per fiscal year.
In addition, our long-term debt includes $3.8 million of variable rate debt based on local LIBOR rates plus
a spread of 0.50% and is subject to adverse as well as beneficial changes in interest expense due to fluctuation
in interest rates.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
44
Item 9A. Controls and Procedures
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. 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.
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 “Proposal No. 1 — Election of Directors”, “Security Ownership of Certain Beneficial Owners and
Management” and “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
heading “Certain Relationships and Related Transactions.”
46
PART IV
Schedules, other than those listed above, have been omitted since they are not applicable/
not required, or the information is included elsewhere herein.
3. See (c) of this Item 15, which is incorporated herein by reference.
(c) The list of Exhibits follows page 81 of this 2008 Form 10-K and is incorporated herein by this
reference.
47
LAM RESEARCH CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
48
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
YEAR ENDED
June 29, June 24, June 25,
2008 2007 2006
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,474,911 $2,566,576 $1,642,171
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,282,494 1,261,522 815,159
Cost of goods sold — restructuring and asset impairments . . . . 12,610 — —
Cost of goods sold - 409A expense . . . . . . . . . . . . . . . . . . . . . . . 6,401 — —
Total costs of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,301,505 1,261,522 815,159
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,173,406 1,305,054 827,012
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323,759 285,348 229,378
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . 287,992 241,046 192,866
409A expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,784 — —
Restructuring and asset impairments . . . . . . . . . . . . . . . . . . . . . . . . 6,366 — —
In-process research and development . . . . . . . . . . . . . . . . . . . . . . . . 2,074 — —
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 663,975 526,394 422,244
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 509,431 778,660 404,768
Other income (expense), net:
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,194 71,666 38,189
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,674) (17,817) (677)
Foreign exchange gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,070 (1,512) (1,458)
Favorable legal judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 15,834 —
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,045) 892 (1,032)
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . 576,976 847,723 439,790
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,627 161,907 104,580
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 439,349 $ 685,816 $ 335,210
Net income per share:
Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.52 $ 4.94 $ 2.42
Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.47 $ 4.85 $ 2.33
Number of shares used in per share calculations:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,647 138,714 138,581
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,504 141,524 143,759
49
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
YEAR ENDED
June 29, June 24, June 25,
2008 2007 2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 439,349 $ 685,816 $ 335,210
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,704 38,097 22,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26,661) 17,055 37,222
Restructuring charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,976 — —
Equity-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,516 35,554 23,993
Income tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . . . . . . . . . . 83,472 62,437 17,338
Excess tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . (58,904) (44,990) (11,110)
Net gain on settlement of call option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (33,839) — —
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,319) 625 2,357
Changes in operating asset accounts:
Accounts receivable, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,887 (513) (178,542)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,684 (56,336) (59,038)
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,972) (19,180) (9,270)
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,125) 9,055 48,341
Deferred profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (64,007) 51,112 50,675
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,558 44,827 88,206
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 590,319 823,559 367,382
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (76,803) (59,968) (42,080)
Acquisitions of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (482,574) (181,108) —
Sales of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,000 —
Purchases of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (310,873) (1,058,081) (129,464)
Sales and maturities of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 329,695 1,103,311 312,252
Purchase of call option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,506) — —
Proceeds from settlement of call option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,345 — —
Purchase of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,560) — —
Transfer of restricted cash and investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,471 110,000 (385,000)
Net cash used for investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (495,805) (82,846) (244,292)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations . . . . . . . . . . . . . . . . . . (251,714) (100,171) (112)
Net proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251,915 — 349,632
Excess tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,904 44,990 11,110
Treasury stock purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,552) (1,083,745) (251,211)
Reissuances of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,563 18,123 15,171
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,694 42,468 179,400
Net cash provided by / (used for) financing activities . . . . . . . . . . . . . . . . . . . . 65,810 (1,078,335) 303,990
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,754) 774 1,485
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158,570 (336,848) 428,565
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 573,967 910,815 482,250
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 732,537 $ 573,967 $ 910,815
Schedule of noncash transactions
Acquisition of leased equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ 1,088
Supplemental disclosures:
Cash payments for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,900 $ 17,700 $ 531
Cash payments for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,243 $ 53,508 $ 11,873
50
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
DEFERRED ACCUMULATED
COMMON ADDITIONAL STOCK- OTHER
STOCK COMMON PAID-IN TREASURY BASED COMPREHENSIVE RETAINED
SHARES STOCK CAPITAL, STOCK COMPENSATION INCOME (LOSS) EARNINGS TOTAL
Balance at June 26, 2005 . . . . . . . . . . . . 137,313 $137 $ 833,723 $ (186,064) $(2,593) $(10,789) $ 454,865 $ 1,089,279
Sale of common stock . . . . . . . . . . . . . . 9,914 10 179,390 — — — — 179,400
Purchase of treasury stock . . . . . . . . . . . (6,979) (6) (251,205) — — — (251,211)
Income tax benefit on equity-based
compensation plans . . . . . . . . . . . . . — — 17,338 — — — — 17,338
Reissuance of treasury stock . . . . . . . . . 658 1 — 20,822 — — (5,652) 15,171
Equity-based compensation expense . . . — — 23,993 — — — — 23,993
Deferred compensation adjustment . . . . — — (2,593) — 2,593 — — —
Exercise of warrant . . . . . . . . . . . . . . . . 879 — — — — — — —
Components of comprehensive income:
Net income . . . . . . . . . . . . . . . . . . . . — — — — — — 335,210 335,210
Foreign currency translation
adjustment . . . . . . . . . . . . . . . . . — — — — — 2,061 — 2,061
Unrealized gain on fair value
of derivative financial
instruments, net . . . . . . . . . . . . . — — — — — 6,200 — 6,200
Unrealized loss on financial
instruments, net . . . . . . . . . . . . . — — — — — (916) — (916)
Less: reclassification adjustment for
gains included in earnings . . . . — — — — — (7,761) — (7,761)
Total comprehensive income . . 334,794
Balance at June 25, 2006 . . . . . . . . . . . . 41,785 $142 $1,051,851 $ (416,447) $ — $(11,205) $ 784,423 $ 1,408,764
Sale of common stock . . . . . . . . . . . . . . ,388 2 42,466 — — — — 42,468
Purchase of treasury stock . . . . . . . . . . . (21,202) (21) — (1,083,724) — — — (1,083,745)
Income tax benefit on equity-based
compensation plans . . . . . . . . . . . . . — — 62,437 — — — — 62,437
Reissuance of treasury stock . . . . . . . . . 64 1 1,907 17,002 — — (787) 18,123
Equity-based compensation expense . . . — — 35,554 — — — — 35,554
Components of comprehensive income:
Net income . . . . . . . . . . . . . . . . . . . . — — — — — 685,816 685,816
Foreign currency translation
adjustment . . . . . . . . . . . . . . . . . — — — — 1,755 — 1,755
Unrealized gain on fair value
of derivative financial
instruments, net . . . . . . . . . . . . . — — — — 5,355 — 5,355
Unrealized gain on financial
instruments, net . . . . . . . . . . . . . — — — — 82 — 82
Less: reclassification adjustment for
losses included in earnings . . . . — — — — 505 — 505
Total comprehensive income . . — — — — — — 693,513
Adjustment to initially apply
SFAS No. 158 . . . . . . . . . . . . . . . . . — — — — — (794) — (794)
51
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY – (continued)
(in thousands)
DEFERRED ACCUMULATED
COMMON ADDITIONAL STOCK- OTHER
STOCK COMMON PAID-IN TREASURY BASED COMPREHENSIVE RETAINED
SHARES STOCK CAPITAL, STOCK COMPENSATION INCOME (LOSS) EARNINGS TOTAL
Balance at June 24, 2007 . . . . . . . . . . . . 23,535 $124 $1,194,215 $(1,483,169) $ — $ (4,302) $1,469,452 $ 1,176,320
Sale of common stock . . . . . . . . . . . . . . 1,703 1 12,695 — — — — 12,696
Purchase of treasury stock . . . . . . . . . . . (287) — — (14,552) — — — (14,552)
Tender offer . . . . . . . . . . . . . . . . . . . . . . — — (2,282) — — — — (2,282)
Income tax benefit on equity-based
compensation plans . . . . . . . . . . . . . — — 74,865 — — — — 74,865
Reissuance of treasury stock . . . . . . . . . 236 — 1,543 7,020 — — — 8,563
Equity-based compensation expense . . . — — 42,516 — — — — 42,516
Adoption of FIN 48 . . . . . . . . . . . . . . . . — — 8,607 — — — 17,593 26,200
Components of comprehensive income:
Net income . . . . . . . . . . . . . . . . . . . . — — — — — — 439,349 439,349
Foreign currency translation
adjustment . . . . . . . . . . . . . . . . . — — — — — 12,557 — 12,557
Unrealized gain on fair value
of derivative financial
instruments, net . . . . . . . . . . . . . — — — — — 398 — 398
Unrealized gain on financial
instruments, net . . . . . . . . . . . . . — — — — — 2,787 — 2,787
Less: reclassification adjustment for
gains included in earnings . . . . — — — — — (461) — (461)
SFAS No. 158 adjustment . . . . . (359) (359)
Total comprehensive income . . — — — — — — — 454,271
Balance at June 29, 2008 . . . . . . . . . . . . 125,187 $125 $1,332,159 $(1,490,701) $ — $ 10,620 $1,926,394 $ 1,778,597
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 29, 2008
53
the point of title transfer to the customer. Generally, title transfer is documented in the terms of sale. When the
terms of sale do not specify, the Company assumes title transfers when it completes physical transfer of the
products to the freight carrier unless other customer practices prevail. Transfer of title for shipments to Japanese
customers generally occurs at time of customer acceptance.
Standard costs are reassessed as needed, but annually at a minimum, and reflect achievable acquisition
costs, generally the most recent vendor contract prices for purchased parts, currently obtainable assembly and
test labor utilization levels, methods of manufacturing, and overhead for internally manufactured products.
Manufacturing labor and overhead costs are attributed to individual product standard costs at a level planned to
absorb spending at average utilization volumes. All intercompany profits related to the sales and purchases of
inventory between our legal entities are eliminated from the Company’s consolidated financial statements.
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. Obsolete inventory or inventory in excess
of management’s estimated usage requirements over the next 12 to 36 months is written down to its estimated
market value if less than cost. Inherent in the estimates of market value are management’s forecasts related
to its future manufacturing schedules, customer demand, technological and/or market obsolescence, general
semiconductor market conditions, possible alternative uses, and ultimate realization of excess inventory. 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 sales in the period the revision is made.
The Company records shipping and handling costs in cost of goods sold in its consolidated statements of
operations.
Warranty: Typically, the sale of semiconductor capital equipment includes providing parts and service
warranty to customers as part of the overall price of the system. The Company offers standard warranties for its
systems that run generally for a period of 12 months from system acceptance. When appropriate, the Company
records a provision for estimated warranty expenses to cost of sales for each system upon revenue recognition.
The amount recorded is based on an analysis of historical activity which uses factors such as type of system,
customer, geographic region, and any known factors such as tool reliability trends. All actual parts and labor
costs incurred in subsequent periods are charged to those established reserves on a system-by-system basis.
Actual warranty expenses are incurred on a system-by-system basis, and may differ from the Company’s
original estimates. 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. The Company does not maintain general or
unspecified reserves; all warranty reserves are related to specific systems.
In addition to the provision of standard warranties, the Company offers customer-paid extended warranty
services. Revenues for extended maintenance and warranty services with a fixed payment amount are recognized
on a straight-line basis over the term of the contract. Related costs are recorded either as incurred or when related
liabilities are determined to be probable and estimable.
Equity-based Compensation — Employee Stock Purchase Plan and Employee Stock Plans: The Company
accounts for its employee stock purchase plan (“ESPP”) and stock plans under the provisions of Statement of
Financial Accounting Standards No. 123R (“SFAS No. 123R”). SFAS No. 123R requires the recognition of the
fair value of equity-based compensation in net income. The fair value of our restricted stock units was calculated
based upon the fair market value of Company stock at the date of grant. The fair value of our stock options and
ESPP awards was estimated using a Black-Scholes option valuation model. This model requires the input of
highly subjective assumptions and elections in adopting and implementing SFAS No. 123R, including expected
stock price volatility and the estimated life of each award. The fair value of equity- based awards is amortized
over the vesting period of the award and we have elected to use the straight-line method for awards granted after
the adoption of SFAS No. 123R and continue to use a graded vesting method for awards granted prior to the
adoption of SFAS No. 123R.
54
The Company makes quarterly assessments of the adequacy of its tax credit pool related to equity-based
compensation to determine if there are any deficiencies that require recognition in its consolidated statements
of operations. As a result of the adoption of SFAS No. 123R, the Company will only recognize a benefit from
stock-based compensation in paid-in-capital if an incremental tax benefit is realized after all other tax attributes
currently available to the Company have been utilized. In addition, the Company has elected to account for
the indirect benefits of stock-based compensation on the research tax credit through the income statement
(continuing operations) rather than through paid-in-capital. The Company has also elected to net deferred tax
assets and the associated valuation allowance related to net operating loss and tax credit carryforwards for the
accumulated stock award tax benefits determined under Accounting Principles Board No. 25 for income tax
footnote disclosure purposes. The Company will track these stock award attributes separately and will only
recognize these attributes through paid-in-capital in accordance with Footnote 82 of SFAS No. 123R.
Income Taxes: Deferred income taxes reflect the net effect of temporary differences between the carrying
amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
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 the Company’s 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 would not be able to realize all or part of its net deferred tax assets,
an adjustment would 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 would be realized, then the previously
provided valuation allowance would be reversed.
The Company calculates its current and deferred tax provision based on estimates and assumptions that
can differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments
based on filed returns are recorded when identified.
The Company provides for income taxes on the basis of annual estimated effective income tax rates. The
Company’s estimated effective income tax rate reflects the underlying profitability of the Company, the level
of R&D spending, the regions where profits are recorded and the respective tax rates imposed. The Company
carefully monitors these factors and adjusts the effective income tax rate, if necessary. If actual results differ
from estimates, the Company could be required to record an additional valuation allowance on deferred tax
assets or adjust its effective income tax rate, which could have a material impact on its business, results of
operations, and financial condition.
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application
of complex tax laws. The Company’s estimate for the potential outcome of any uncertain tax issue is highly
judgmental. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could
have a material impact on its results of operations and financial condition.
In July 2006, the FASB issued FASB Interpretation 48, “Accounting for Income Tax Uncertainties”
(“FIN 48”). FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial
statements as “more-likely-than-not” to be sustained by the taxing authority. The recently issued literature also
provides guidance on the derecognition, measurement and classification of income tax uncertainties, along
with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax
uncertainties in interim periods and increases the level of disclosures associated with any recorded income tax
uncertainties. The Company adopted FIN 48 in the first quarter of 2008. See Note 15: “Income Taxes” in the
Notes to Consolidated Financial Statements of this 2008 Form 10-K for further discussion.
The Company must make certain estimates and judgments in determining income tax expense for
financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits,
and deductions, and in the calculation of certain tax assets and liabilities, which arise from differences in the
timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest
and penalties relating to these uncertain tax positions. Significant changes to these estimates may result in an
increase or decrease to the Company’s tax provision in a subsequent period.
55
The Company must assess the likelihood that it will be able to recover its deferred tax assets. If recovery
is not likely, the Company must increase its provision for taxes by recording a valuation allowance against
the deferred tax assets that it estimates will not ultimately be recoverable. The Company believes that it will
ultimately recover a substantial majority of the deferred tax assets recorded on its consolidated balance sheets.
However, should there be a change in the Company’s ability to recover its deferred tax assets, the Company’s tax
provision would increase in the period in which it determined that the recovery was not probable.
In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the
application of complex tax regulations. As a result of the implementation of FIN 48, the Company recognizes
liabilities for uncertain tax positions based on the two-step process prescribed within the interpretation. The
first step is to evaluate the tax position for recognition by determining if the weight of available evidence
indicates that it is more likely than not that the position will be sustained on audit, including resolution of related
appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the
largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult
and subjective to estimate such amounts, as this requires the Company to determine the probability of various
possible outcomes. The Company reevaluates these 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. Such a change in recognition or measurement would result in
the recognition of a tax benefit or an additional charge to the tax provision in the period.
Goodwill and Intangible Assets: The Company accounts for goodwill and other intangible assets in
accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”,
(“SFAS No. 142”). SFAS No. 142 requires that goodwill and identifiable intangible assets with indefinite useful
lives no longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires
that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to
their estimated residual values and reviewed for impairment in accordance with SFAS No. 144, “Accounting for
the Impairment or Disposal of Long-Lived Assets”.
The Company reviews goodwill at least annually for impairment. Should certain events or indicators of
impairment occur between annual impairment tests, the Company performs the impairment test of goodwill at
that date. In testing for a potential impairment of goodwill, the Company: (1) allocates goodwill to its various
reporting units to which the acquired goodwill relates; (2) estimates the fair value of its reporting units; and (3)
determines the carrying value (book value) of those reporting units, as some of the assets and liabilities related
to those reporting units are not held by those reporting units but by corporate headquarters. Furthermore, if the
estimated fair value of a reporting unit is less than the carrying value, the Company must estimate the fair value
of all identifiable assets and liabilities of that reporting unit, in a manner similar to a purchase price allocation for
an acquired business. This can require independent valuations of certain internally generated and unrecognized
intangible assets such as in-process research and development and developed technology. Only after this process
is completed can the amount of goodwill impairment, if any, be determined.
The process of evaluating the potential impairment of goodwill is subjective and requires significant
judgment at many points during the analysis. In estimating the fair value of a reporting unit for the purposes
of the Company’s annual or periodic analyses, the Company makes estimates and judgments about the future
cash flows of that reporting unit. Although the Company’s cash flow forecasts are based on assumptions that
are consistent with its plans and estimates it is using to manage the underlying businesses, there is significant
exercise of judgment involved in determining the cash flows attributable to a reporting unit over its estimated
remaining useful life. In addition, the Company makes certain judgments about allocating shared assets to the
estimated balance sheets of its reporting units. The Company also considers the Company’s and its competitor’s
market capitalization on the date it performs the analysis. Changes in judgment on these assumptions and
estimates could result in a goodwill impairment charge.
The value assigned to intangible assets is based on estimates and judgments regarding expectations such as
the success and life cycle of products and technology acquired. If actual product acceptance differs significantly
from the estimates, the Company may be required to record an impairment charge to write down the asset to its
realizable value.
56
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 most recent fiscal year ended on June 29, 2008 and included 53
weeks. The fiscal years ended June 24, 2007 and June 25, 2006 included 52 weeks. The Company’s next fiscal
year, ending on June 28, 2009, will include 52 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 Short-Term Investments: All investments purchased with an original final maturity
of three months or less are considered to be cash equivalents. All of the Company’s short-term investments are
classified as available-for-sale at the respective balance sheet dates. The Company accounts for its investment
portfolio at fair value. The investments classified as available-for-sale are recorded at fair value based upon
quoted market prices, and any material temporary difference between the cost and fair value of an investment
is presented as a separate component of accumulated other comprehensive income (loss.) Unrealized losses
are charged against “Other income (expense)” when a decline in fair value is determined to be other than-
temporary. The Company considers several factors to determine whether a loss is other-than-temporary.
These factors include but are not limited to: (i) the extent to which the fair value is less than cost basis, (ii) the
financial condition and near term prospects of the issuer, (iii) the length of time a security is in an unrealized
loss position and (iv) the Company’s ability to hold the security for a period of time sufficient to allow for
any anticipated recovery in fair value. The Company’s ongoing consideration of these factors could result in
additional impairment charges in the future, which could adversely affect its results of operation. There was an
impairment charge of approximately $1 million recorded in fiscal year 2008. There were no impairment charges
recorded on the Company’s investment portfolio in fiscal years 2007 or 2006. The specific identification method
is used to determine the realized gains and losses on investments.
Property and Equipment: Property and equipment is stated at cost. Equipment is depreciated by the
straight-line method over the estimated useful lives of the assets, generally three to eight years. Buildings are
depreciated by the straight-line method over the estimated useful lives of the assets, generally twenty five to
thirty three years. Leasehold improvements are 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 capital leases is included with
depreciation expense.
Impairment of Long-Lived Assets (Excluding Goodwill): The Company routinely considers whether
indicators of impairment of long-lived assets are present. If such indicators are present, the Company determines
whether the sum of the estimated undiscounted cash flows attributable to the assets in question 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. If the assets determined to be impaired are to be held and used,
the Company recognizes an impairment charge to the extent the present value of anticipated net cash flows
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 less cost to sell.
Derivative Financial Instruments: The Company carries derivative financial instruments (derivatives) on
the balance sheet at their fair values in accordance with Statement of Financial Accounting Standards No. 133,
“Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133) and Statement of Financial
Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”
(“SFAS No. 149”). The Company has a policy that allows the use of derivative financial instruments, specifically
foreign currency forward exchange rate contracts, to hedge foreign currency exchange rate fluctuations on
forecasted revenue transactions denominated in Japanese yen and other foreign currency denominated assets.
The Company does not use derivatives for trading or speculative purposes.
The Company’s policy is to attempt to minimize short-term business exposure to foreign currency exchange
rate risks using an effective and efficient method to eliminate or reduce such exposures. In the normal course of
business, the Company’s financial position is routinely subjected to market risk associated with foreign currency
57
exchange rate fluctuations. To protect against the reduction in value of forecasted Japanese yen-denominated
revenues, the Company has instituted a foreign currency cash flow hedging program. The Company enters into
foreign currency forward exchange rate contracts that generally expire within 12 months, and no later than 24
months. These foreign currency forward exchange contracts are designated as cash flow hedges and are carried
on the Company’s balance sheet at fair value with the effective portion of the contracts’ gains or losses included
in accumulated other comprehensive income (loss) and subsequently recognized in revenue in the same period
the hedged revenue is recognized.
Each period, hedges are tested for effectiveness using regression testing. Changes in the fair value of
currency forwards due to changes in time value are excluded from the assessment of effectiveness and are
recognized in revenue in the current period. To qualify for hedge accounting, the hedge relationship must meet
criteria relating both to the derivative instrument and the hedged item. These include identification of the hedging
instrument, the hedged item, the nature of the risk being hedged and how the hedging instrument’s effectiveness
in offsetting the exposure to changes in the hedged item’s fair value or cash flows will be measured.
To receive hedge accounting treatment, all hedging relationships are formally documented at the inception
of the hedge and the hedges must be highly effective in offsetting changes to future cash flows on hedged
transactions. When derivative instruments are designated and qualify as effective cash flow hedges, the Company
is able to defer changes in the fair value of the hedging instrument within accumulated other comprehensive
income (loss) until the hedged exposure is realized. Consequently, with the exception of hedge ineffectiveness
recognized, the Company’s results of operations are not subject to fluctuation as a result of changes in the
fair value of the derivative instruments. If hedges are not highly effective or if the Company does not believe
that the underlying hedged forecasted transactions would occur, the Company may not be able to account for
its investments in derivative instruments as cash flow hedges. If this were to occur, future changes in the fair
values of the Company’s derivative instruments would be recognized in earnings without the benefits of offsets
or deferrals of changes in fair value arising from hedge accounting treatment.
The Company also enters into foreign currency forward exchange rate contracts to hedge the gains and
losses generated by the remeasurement of Japanese yen-denominated net receivable balances against the U.S.
dollar, U.S. dollar net receivable balances against the Euro, and Japanese net receivable balances against the
Euro. Under SFAS No. 133 and SFAS No. 149, these forward contracts are not designated for hedge accounting
treatment. Therefore, the change in fair value of these derivatives is recorded into earnings as a component of
other income and expense and offsets the change in fair value of the foreign currency denominated intercompany
and trade receivables, recorded in other income and expense, assuming the hedge contract fully covers the
intercompany and trade receivable balances.
To hedge foreign currency risks, the Company uses foreign currency exchange forward contracts, where
possible and practical. These forward contracts are valued using standard valuation formulas with assumptions
about future foreign currency exchange rates derived from existing exchange rates and interest rates observed
in the market.
The Company considers its most current outlook in determining the level of foreign currency denominated
intercompany revenues 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 revenues are hedged and designated as
cash flow hedges to protect the Company from exposures to fluctuations in foreign currency exchange rates. In
the event 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 interest and other income (expense) on the consolidated statement of operations at that time.
The Company does not believe that it is or was exposed to more than a nominal amount of credit risk in
its interest rate and foreign currency hedges, as counterparties are established and well-capitalized financial
institutions. The Company’s exposures are in liquid currencies (Japanese yen and Euro), so there is minimal risk
that appropriate derivatives to maintain the Company’s hedging program would not be available in the future.
Guarantees: The Company accounts for guarantees in accordance with FASB Interpretation No. 45,
“Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees to Others,
an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34” (FIN No.
58
45). Accordingly, the Company evaluates its guarantees to determine whether (a) the guarantee is specifically
excluded from the scope of FIN No. 45, (b) the guarantee is subject to FIN No. 45 disclosure requirements only, but
not subject to the initial recognition and measurement provisions, or (c) the guarantee is required to be recorded
in the financial statements at fair value. The Company has recorded a liability for certain guaranteed residual
values related to specific facility lease agreements. The Company has evaluated its remaining guarantees and
has concluded that they are either not within the scope of FIN No. 45 or do not require recognition in the financial
statements. These guarantees generally include certain indemnifications to its lessors under operating lease
agreements 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, and the Company’s warranty obligations
under sales of its products. Please see Note 14 for additional information on the Company’s guarantees.
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. Billings and receipts for their labor and services are primarily denominated in the local currency
and the workforce is paid in local currency. Their individual assets and liabilities are primarily denominated
in the local foreign currency and do not materially impact the Company’s cash flows. Accordingly, all balance
sheet accounts of these local functional currency subsidiaries are translated at the fiscal period-end exchange
rate, and income and expense accounts are translated 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). Translation adjustments are recorded in other income (expense), net, where the
U.S. dollar is the functional currency.
Reclassifications: Certain amounts presented in the comparative financial statements for prior years have
been reclassified to conform to the fiscal year 2008 presentation.
59
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115”
(“SFAS No. 159”). This statement permits entities to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between entities that choose different measurement
attributes for similar types of assets and liabilities. SFAS No. 159 is effective as of the beginning of an entity’s
first fiscal year that begins after November 15, 2007, provided the entity also elects to apply the provisions of
SFAS No. 157. The Company does not believe there will be any material impact on our financial position, results
of operations and liquidity as a result of adopting the provisions of SFAS No. 159.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007),
“Business Combinations” (“SFAS No. 141R”). SFAS 141R establishes principles and requirements for how
an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities
assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141R also establishes
disclosure requirements to enable the evaluation of the nature and financial effects of the business combination.
SFAS No. 141R is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008. The
Company expects to adopt SFAS No. 141R in the beginning of fiscal year 2010 and is currently evaluating the
potential impact, if any, of the adoption of SFAS No. 141R on its consolidated results of operations and financial
condition.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling
Interests in Consolidated Financial Statements — An Amendment of ARB 51” (“SFAS 160”). SFAS 160
establishes accounting and reporting standards for the treatment of noncontrolling interests in a subsidiary.
Noncontrolling interests in a subsidiary will be reported as a component of equity in the consolidated financial
statements and any retained noncontrolling equity investment upon deconsolidation of a subsidiary is initially
measured at fair value. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The adoption
of SFAS 160 will result in the reclassification of minority interests to stockholders’ equity. The Company is
currently assessing any further impacts of SFAS 160 on its results of operations and financial condition.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about
Derivative Instruments and Hedging Activities — An Amendment of FASB Statement 133” (“SFAS 161”). SFAS
161 requires expanded and enhanced disclosure for derivative instruments, including those used in hedging
activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The
Company is currently assessing the impact of the adoption of SFAS 161 on its consolidated financial statement
disclosures.
In April 2008, the FASB issued FASB Staff Position Statement of Financial Accounting Standards 142-3,
“Determination of the Useful Life of Intangible Assets” (“FSP SFAS 142-3”). FSP SFAS 142-3 provides guidance
with respect to estimating the useful lives of recognized intangible assets acquired on or after the effective date
and requires additional disclosure related to the renewal or extension of the terms of recognized intangible
assets. FSP SFAS 142-3 is effective for fiscal years and interim periods beginning after December 15, 2008.
The Company currently assessing the impact of the adoption of FSP SFAS 142-3 on its results of operations and
financial condition.
60
Investments
Investments at June 29, 2008 and June 24, 2007 consist of the following:
June 29, 2008 June 24, 2007
Unrealized Unrealized Unrealized Unrealized
Cost Gain (Loss) Fair Value Cost Gain (Loss) Fair Value
Available for Sale:
Cash and Cash Equivalents:
Cash. . . . . . . . . . . . . . . . . . . $ 91,958 $ — $ — $ 91,958 $ 44,000 $ — $ — $ 44,000
Fixed Income Money
Market Funds . . . . . . . . 538,819 — — 538,819 529,967 — — 529,967
Bank and Corporate Notes
(Time Deposits) . . . . . . 101,760 — — 101,760 — — — —
Total Cash and
Cash Equivalents. . . . . . . . 732,537 — — 732,537 573,967 — — 573,967
Short Term Investments
and Restricted Cash
and Investments:
Municipal Notes
and Bonds. . . . . . . . . . . 146,877 693 (413) 147,157 227,587 25 (884) 226,728
US Treasury & Agencies. . . 39,317 147 (71) 39,393 2,990 — (88) 2,902
Government-Sponsored
Enterprises . . . . . . . . . . 21,078 133 (84) 21,127 21,518 2 (164) 21,356
Bank and Corporate Notes. . 261,440 530 (682) 261,288 206,746 43 (1,013) 205,776
Equity Mutual Funds. . . . . . 3,301 29 (24) 3,306 — — — —
Total Short Term
Investments and
Restricted Cash
and Investments. . . . . . . . . 472,013 1,532 (1,274) 472,271 458,841 70 (2,149) 456,762
Total cash, cash equivalents,
short-term investments,
and restricted cash
and investments. . . . . . . . . $ 1,204,550 $ 1,532 $(1,274) $1,204,808 $1,032,808 $ 70 $(2,149) $1,030,729
Long Term Investments:
Publicly traded equity
securities. . . . . . . . . . . . $ 4,827 $ — $(1,438) $ 3,389 $ — $ — $ — $ —
The Company accounts for its investment portfolio at fair value. Realized gains and (losses) from
investments sold were approximately $3.3 million and $(1.3) million in fiscal year 2008 and approximately $0.5
million and $(1.3) million in fiscal year 2007, respectively. Realized gains and (losses) for investments sold 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 also considers whether changes in the credit ratings of the issuer
could impact the assessment of fair value.
The Company’s available-for-sale securities which are invested in taxable financial instruments must have
a minimum rating of A2 / A, as rated by two of the following three rating agencies: Moody’s, Standard & Poor’s
(S&P), or Fitch and available-for-sale securities which are invested in tax-exempt financial instruments must
have a minimum rating of A2 / A, as rated by any one of the following three rating agencies: Moody’s, Standard
& Poor’s (S&P), or Fitch.
61
The amortized cost and fair value of cash equivalents and short-term investments and restricted cash and
investments with contractual maturities is as follows:
June 29, 2008 June 24, 2007
Estimated
Cost Fair Value Cost Fair Value
(in thousands)
Due in less than one year. . . . . . . . . . . . . . . . . . . . . . . . $ 893,749 $ 894,096 $698,892 $698,681
Due in more than one year. . . . . . . . . . . . . . . . . . . . . . . 215,542 215,448 289,816 288,048
No single maturity date . . . . . . . . . . . . . . . . . . . . . . . . . 3,301 3,306 — —
$1,112,592 $1,112,850 $988,808 $986,729
Management has the ability and intent, if necessary, to liquidate any of its investments in order to meet the
Company’s liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities
greater than one year from the date of purchase have been classified as short-term on the accompanying
consolidated balance sheets.
Derivatives
The fair value of the Company’s foreign currency forward contracts is estimated based upon the current
market exchange rates at June 29, 2008 and June 24, 2007, respectively.
The Company also enters into foreign currency forward exchange rate contracts to hedge the gains and
losses generated by the remeasurement of Japanese yen-denominated net receivable balances against the U.S.
dollar, U.S. dollar net receivable balances against the Euro, and Japanese yen-denominated net receivable
balances against the Euro. The Company’s derivative financial instruments were recorded at fair value in the
consolidated financial statements as follows: (in millions)
June 29, 2008 June 24, 2007
Notional Amount Fair Value Notional Amount Fair Value
Japanese yen forward contracts designated
as cash flow hedges. . . . . . . . . . . . . . . . . . . . . . . $107.7 $ 5.9 $77.6 $3.7
Japanese yen forward contracts designated
as balance sheet hedges. . . . . . . . . . . . . . . . . . . . $ 64.3 $(1.0) $30.2 $0.1
U.S. dollar forward contracts designated
as balance sheet hedges. . . . . . . . . . . . . . . . . . . . $ 15.9 $ 0.2 $ — $—
62
The Company is exposed to credit losses in the event of non performance by counterparties on the foreign
currency forward contracts that are used to mitigate the effect of exchange rate changes. These counterparties
are large international financial institutions and to date, no such counterparty has failed to meet its financial
obligations to the Company. The Company does not anticipate nonperformance by these counterparties.
As of June 29, 2008, one customer accounted for approximately 11% of accounts receivable. As of June 24,
2007 two customers accounted for approximately 10% and 14% of accounts receivable.
Credit risk evaluations, including trade references, bank references and Dun & Bradstreet ratings are
performed on all new customers, and subsequent to credit application approval, the Company monitors its
customers’ financial statements and payment performance. In general, the Company does not require collateral
on sales.
63
expects to reclassify the entire amount associated with the $5.9 million of gains as of June 29, 2008 accumulated
in other comprehensive income to earnings during the next 12 months due to the recognition in earnings of the
hedged forecasted transactions.
The Company also enters into foreign currency forward exchange rate contracts to hedge the gains and
losses generated by the remeasurement of Japanese yen-denominated net receivable balances against the U.S.
dollar, U.S. dollar net receivable balances against the Euro, and Japanese yen-denominated net receivable
balances against the Euro. Under SFAS No. 133 and SFAS No. 149, these forward contracts are not designated for
hedge accounting treatment. Therefore, the change in fair value of these derivatives is recorded into earnings as a
component of other income and expense and offsets the change in fair value of the foreign currency denominated
intercompany and trade receivables, recorded in other income and expense, assuming the hedge contract fully
covers the intercompany and trade receivable balances.
Note 6: Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or market. Shipments to Japanese
customers are classified as inventory and carried at cost until title transfers. The acquisition of SEZ during the
quarter ended March 30, 2008 resulted in $81 million in inventory on the date of acquisition. Inventories consist
of the following:
June 29, June 24,
2008 2007
(in thousands)
Raw materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $157,135 $ 122,530
Work-in-process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,684 43,935
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,399 68,966
$282,218 $ 235,431
Depreciation expense recognized during fiscal years 2008, 2007, and 2006 was $36.8 million, $28.3
million, and $21.7 million, respectively.
64
Note 8: Accrued Expenses and Other Current Liabilities
The Company assumed approximately $36 million in accrued expenses and other current liabilities as a
result of the acquisition of SEZ. Accrued expenses and other current liabilities consist of the following:
June 29, June 24,
2008 2007
(in thousands)
Accrued compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $225,227 $157,088
Warranty reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,308 52,186
Income and other taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,589 97,662
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,938 57,360
$390,062 $364,296
As a result of the determinations from the voluntary independent stock option review, the Company
considered the application of Section 409A of the Internal Revenue Code of 1986, as amended (“IRC”) and
similar provisions of state law to certain stock option grants where, under Accounting Principles Board Opinion
No. 25, “Accounting for Stock Issued to Employees”, intrinsic value existed at the time of grant. In the event
such stock option grants are not considered as issued at fair market value at the original grant date under the
IRC and applicable regulations thereunder, these options are subject to Section 409A. On March 30, 2008, the
Board of Directors of the Company authorized the Company to assume the tax liability of certain employees,
including the Company’s Chief Executive Officer and certain executive officers, with options subject to Section
409A. The assumed 409A liability incurred as of March 30, 2008 totaled $50.2 million and is included in accrued
compensation in the table above. Of this amount, $43.8 million was recorded in operating expenses consisting
of $22.1 million attributable to research and development expenses and $21.7 million associated with selling,
general and administrative expenses, and $6.4 million in cost of goods sold in the Company’s consolidated
statements of operations. The determinations from the voluntary independent stock option review are more fully
described in Note 3, “Restatement of Consolidated Financial Statements” to Consolidated Financial Statements
in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item
7 of the Company’s 2007 Form 10-K.
65
Note 10: 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,
as though all potential common shares that are dilutive were outstanding during the period. The following table
provides a reconciliation of the numerators and denominators of the basic and diluted computations for net
income per share.
Year Ended
June 29, June 24, June 25,
2008 2007 2006
(in thousands, except per share data)
Numerator:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $439,349 $685,816 $ 335,210
Denominator:
Basic average shares outstanding. . . . . . . . . . . . . . . . . . . . . . . . . . 124,647 138,714 138,581
Effect of potential dilutive securities:
Employee stock plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,857 2,810 5,178
Diluted average shares outstanding. . . . . . . . . . . . . . . . . . . . . . 126,504 141,524 143,759
Net income per share — Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.52 $ 4.94 $ 2.42
Net income per share — Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.47 $ 4.85 $ 2.33
For purposes of computing diluted net income per share, weighted-average common shares do not include
potential dilutive securities that are anti-dilutive under the treasury stock method. The following potential
dilutive securities were excluded:
Year Ended
June 29, June 24, June 25,
2008 2007 2006
(in thousands)
Number of potential dilutive securities excluded. . . . . . . . . . . . . . . . . . . . . . 250 567 307
66
The balance of accumulated other comprehensive income (loss) is as follows:
June 29, June 24,
2008 2007
(in thousands)
Accumulated foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,612 $ (5,945)
Accumulated unrealized gain on derivative financial instruments. . . . . . . . . . . . . . . . . . 5,895 3,694
Accumulated unrealized loss on financial instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . (734) (1,257)
SFAS No. 158 adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,153) (794)
Accumulated other comprehensive gain (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,620 $ (4,302)
67
Outstanding and exercisable options presented by price range at June 29, 2008 are as follows:
Options Outstanding Options Exercisable
Weighted-
Average Weighted- Weighted-
Range of Number of Remaining Average Number of Average
Exercise Options Life Exercise Options Exercise
Prices Outstanding (Years) Price Exercisable Price
$ 6.33-6.33 240,268 0.52 $ 6.33 240,268 $ 6.33
6.96-9.67 161,124 1.17 $ 9.23 161,124 $ 9.23
10.81-18.46 367,949 1.97 $14.09 366,383 $14.09
18.58-21.93 107,263 2.71 $20.85 95,788 $20.75
22.05-22.07 127,622 0.68 $22.05 127,622 $22.05
22.24-25.66 1,072,343 1.24 $25.19 1,058,068 $25.21
25.90-28.04 345,660 1.97 $26.74 339,685 $26.76
28.12-50.46 176,640 3.91 $36.19 176,640 $36.19
51.50-51.50 7,000 1.70 $51.50 7,000 $51.50
53.00-53.00 825 1.74 $53.00 825 $53.00
$ 6.33-53.00 2,606,694 1.59 $21.60 2,573,403 $21.58
The Company awarded a total of 960,157 and 1,091,897 restricted stock units during fiscal years 2008
and 2007, respectively. Certain of the unvested restricted stock units at June 29, 2008 contain Company-
specific performance targets. As of June 29, 2008, 1,696,224 restricted stock units remain subject to vesting
requirements.
The 2007 Stock Incentive Plan provides for the grant of non-qualified equity-based awards to eligible
employees, consultants and advisors, and non-employee directors of the Company and its subsidiaries. Additional
shares are reserved for issuance pursuant to awards previously granted under the Company’s 1997 Stock Incentive
Plan and its 1999 Stock Option Plan. As of June 29, 2008 there were a total of 4,302,918 shares subject to options
and restricted stock units issued and outstanding under the Company’s Stock Plans. As of June 29, 2008, there
were a total of 15,839,806 shares available for future issuance under the 1999 and 2007 Plans (the “Plans”) of
which 13,139,227 are available from the 2007 Stock Incentive Plan.
The ESPP allows employees to designate a portion of their base compensation to be 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 comprises three interim purchase dates. In fiscal year 2004, the Company’s
stockholders approved an amendment to the 1999 ESPP to (i) each year automatically increase the number
of shares available for issuance under the plan by a specific amount on a one-for-one basis with shares of
Common Stock that the Company will redeem in public market and private purchases for such purpose and (ii) to
authorize the Plan Administrator (the “Compensation Committee of the Board”) to set a limit on the number of
shares a plan participant can purchase on any single plan exercise date. The automatic annual increase provides
that the number of shares in the plan reserve available for issuance shall be increased on the first business day
of each calendar year commencing with 2004, on a one-for-one basis with each share of Common Stock that the
Company redeems, in public-market or private purchases, and designates for this purpose, by a number of shares
equal to the lesser of (i) 2,000,000, (ii) one and one-half percent (1.5%) of the number of shares of all classes
of Common Stock of the Company outstanding on the first business day of such calendar year, or (iii) a lesser
number determined by the Plan Administrator. During fiscal years 2008, 2007 and 2006, the number of shares
of Lam Research Common Stock reserved for issuance under the 1999 ESPP increased by 1.9 million shares,
2.0 million shares, and 2.0 million shares, respectively, subject to repurchase of an equal number of shares in
public market or private purchases.
68
During fiscal year 2008, 235,901 shares of the Company’s Common Stock were sold to employees under
the 1999 ESPP. A total of 10,480,846 shares of the Company’s Common Stock have been issued under the 1999
ESPP through June 24, 2007, at prices ranging from $4.11 to $46.25 per share. At June 29, 2008, 6,384,303 shares
were available for purchase under the 1999 ESPP.
The Company accounts for equity-based compensation in accordance with Statement of Financial
Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123R), which the Company
adopted as of June 27, 2005 using the modified prospective method. The Company recognized equity-based
compensation expense of $42.5 million during fiscal year 2008, $35.6 million during fiscal year 2007 and
$24.0 million during fiscal year 2006. The income tax benefit recognized in the consolidated statements of
operations related to equity-based compensation expense was $7.0 million during fiscal year 2008, $5.8 million
during fiscal year 2007, and $5.2 million during fiscal year 2006. The estimated fair value of the Company’s
stock-based awards, less expected forfeitures, is amortized over the awards’ vesting period on a straight-line
basis for awards granted after the adoption of SFAS No. 123R and on a graded vesting basis for awards granted
prior to the adoption of SFAS No. 123R.
Stock Options and Restricted Stock Units
Stock Options
The Company did not grant any stock options during fiscal years 2007 and 2006. The fair value of the
Company’s stock options issued prior to the adoption of SFAS No. 123R was estimated using a Black-Scholes
option valuation model. This model requires the input of highly subjective assumptions, including expected
stock price volatility and the estimated life of each award. Prior to the adoption of SFAS No. 123R, the Company
used historical volatility as a basis for calculating expected volatility.
The year-end intrinsic value relating to stock options for fiscal years 2008 and 2007 is presented below:
Year Ended
June 29, June 24, June 25,
2008 2007 2006
(millions)
Intrinsic value — options outstanding. . . . . . . . . . . . $41.20 $107.50 $127.30
Intrinsic value — options exercisable . . . . . . . . . . . . $40.74 $102.00 $105.60
Intrinsic value — options exercised. . . . . . . . . . . . . . $22.18 $ 69.00 $224.00
As of June 29, 2008, there was less than $0.1 million of total unrecognized compensation cost related to
nonvested stock options granted and outstanding; that cost is expected to be recognized through fiscal year 2009,
with a weighted average remaining vesting period of 0.3 years. Cash received from stock option exercises was
$12.7 million, $42.5 million, and $179.4 million during fiscal years 2008, 2007, and 2006, respectively.
ESPP
ESPP awards were valued using the Black-Scholes model. ESPP awards for offering periods subsequent to
the adoption of SFAS No. 123R were valued using the Black-Scholes model with expected volatility calculated
using implied volatility. Prior to the adoption of SFAS No. 123R, the Company used historical volatility in
deriving its expected volatility assumption. The Company determined, for purposes of valuing ESPP awards,
69
that implied volatility provides a more accurate reflection of market conditions and is a better indicator of
expected volatility than historical volatility. During fiscal years 2008 and 2007 ESPP was valued assuming no
expected dividends and the following weighted-average assumptions:
Year Ended
June 29, June 24, June 25,
2008 2007 2006
Expected life (years). . . . . . . . . . . . . . . . . . . . . . . . . . 0.82 0.68 0.68
Expected stock price volatility. . . . . . . . . . . . . . . . . . 42.6% 44.5% 34.5%
Risk-free interest rate. . . . . . . . . . . . . . . . . . . . . . . . . 2.0% 5.0% 3.4%
As of June 29, 2008, there was $7.8 million of total unrecognized compensation cost related to the ESPP
that is expected to be recognized over a remaining vesting period of 10 months.
Capital Leases
Capital leases reflect building lease obligations assumed from the Company’s acquisition of SEZ. The
amounts in the table below include the interest portion of payment obligations.
Long-Term Debt
Consolidated debt obligations increased as a result of the SEZ acquisition. Debt balances related to the SEZ
acquisition were $34.8 million. $4.6 million represents the current portion of long-term debt and $30.2 million is
classified as long-term debt on the consolidated balance sheet. The debt obligations consist of various bank loans
and government grants supporting operating needs.
70
On June 16, 2006, the Company’s wholly-owned subsidiary, LRI, as borrower, entered into the LRI Credit
Agreement. In connection with the LRI Credit Agreement, the Company entered into the Guarantee Agreement
guaranteeing the obligations of LRI under the LRI Credit Agreement. The outstanding balance on the loan was
repaid in full and the Guarantee Agreement was also terminated during the quarter ended March 30, 2008.
On March 3, 2008, the Company, as borrower, entered into the Credit Agreement with ABN AMRO
BANK N.V (the “Agent”), as administrative agent for the lenders party to the Credit Agreement, and such
lenders. Bullen Semiconductor Corporation entered into the Bullen Guarantee to guarantee the obligations of
the Company under the Credit Agreement. In connection with the Credit Agreement, the Company and Bullen
entered into the Collateral Documents including the Security Agreement, the Bullen Security Agreement, the
Pledge Agreement and other Collateral Documents to secure its obligations under the Credit Agreement. The
Collateral Documents encumber current and future accounts receivables, inventory, equipment and related assets
of the Company and Bullen, as well as 100% of the Company’s ownership interest in Bullen and 65% of the
Company’s ownership interest in Lam Research International BV, a wholly-owned subsidiary of the Company. In
addition, any future domestic subsidiaries of the Company will also enter into a similar guarantee and collateral
documents to encumber the foregoing type of assets.
Under the Credit Agreement, the Company borrowed $250 million in principal amount for general corporate
purposes. The loan under the Credit Agreement is a non-revolving term loan with the following repayment
terms: (a) $12.5 million of the principal amount due on each of (i) September 30, 2008, (ii) March 31, 2009
and (iii) September 30, 2009 and (b) the payment of the remaining principal amount on March 6, 2010. The
outstanding principal amount bears interest at LIBOR plus 0.75% per annum or, alternatively, at the Agent’s
“prime rate.” The Company may prepay the loan under the Credit Agreement in whole or in part at any time
without penalty. The Credit Agreement contains customary representations, warranties, affirmative covenants
and events of default, as well as various negative covenants (including maximum leverage ratio, minimum
liquidity and minimum EBITDA).
As a condition to funding under the Credit Agreement, the outstanding balance ($250 million) under the
LRI Credit Agreement was repaid in full and the Guarantee Agreement was also terminated. The Company’s
obligations under the Guarantee Agreement were fully collateralized by cash and cash equivalents.
The Company’s total long-term debt of $284.8 million as of June 29, 2008 includes the $250.0 million
discussed above and $34.8 million from SEZ. The current portion of long-term debt was $29.6 million as of
June 29, 2008.
The Company’s contractual cash obligations relating to its existing capital leases and debt as of June 29, 2008
are as follows:
Capital Long-term
Leases Debt Total
(in thousands)
Payments due by period:
One year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,864 $ 29,601 $ 31,465
Two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,399 229,743 232,142
Three years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,537 12,430 15,967
Four years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,261 8,674 10,935
Five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,255 4,381 6,636
Over 5 years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,697 — 16,697
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,013 284,829 313,842
Interest on capital leases. . . . . . . . . . . . . . . . . . . . . . . . . . 7,512
Current portion of long-term debt and capital leases. . . . 608 29,601 30,209
Long-term debt and capital leases . . . . . . . . . . . . . . . . . . $20,893 $ 255,228 $ 276,121
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Operating Leases
The Company leases most of its administrative, R&D and manufacturing facilities, regional sales/service
offices and certain equipment under non-cancelable operating leases, which expire at various dates through
2016. Certain of the Company’s facility leases for buildings located at its Fremont, California headquarters and
certain other facility leases provide the Company with an option to extend the leases for additional periods or to
purchase the facilities. Certain of the Company’s facility leases provide for periodic rent increases based on the
general rate of inflation.
The Company’s rental expense for the space occupied during fiscal years 2008, 2007, and 2006 aggregated
approximately $11 million, $11 million, and $9 million, respectively. Included in the Operating Leases Over 5
years section of the table below is $141.8 million in guaranteed residual values for lease agreements relating to
certain properties at the Company’s Fremont, California campus and properties in Livermore, California.
On December 18, 2007, the Company entered into a series of two operating leases (the “Livermore Leases”)
regarding certain improved properties in Livermore, California. On December 21, 2007, the Company entered
into a series of four amended and restated operating leases (the “New Fremont Leases,” and collectively with
the Livermore Leases, the “Operating Leases”) with regard to certain improved properties at its headquarters in
Fremont, California. Each of the Operating Leases is an off-balance sheet arrangement. The Operating Leases
(and associated documents for each Operating Lease) were entered into by the Company and BNP Paribas
Leasing Corporation (“BNPPLC”).
Each Livermore Lease facility has an approximately seven-year term (inclusive of an initial construction
period during which BNPPLC’s and the Company’s obligations will be governed by the Construction Agreement
entered into with regard to such Livermore Lease facility) ending on the first business day in January, 2015. Each
New Fremont Lease has an approximately seven-year term ending on the first business day in January, 2015.
Under each Operating Lease, the Company may, at its discretion and with 30 days’ notice, elect to purchase
the property that is the subject of the Operating Lease for an amount approximating the sum required to prepay
the amount of BNPPLC’s investment in the property and any accrued but unpaid rent. Any such amount may also
include an additional make-whole amount for early redemption of the outstanding investment, which will vary
depending on prevailing interest rates at the time of prepayment.
The Company will be required, pursuant to the terms of the Operating Leases and associated documents,
to maintain collateral in an aggregate of approximately $165.0 million (upon completion of the Livermore
construction) in separate interest-bearing accounts and/or eligible short-term investments as security for its
obligations under the Operating Leases. As of June 29, 2008, the Company had $129.2 million recorded as
restricted cash and short-term investments in its consolidated balance sheet as collateral required under the lease
agreements related to the amounts currently outstanding on the facility.
Upon expiration of the term of an Operating Lease, the property subject to that Operating Lease may be
remarketed. The Company has guaranteed to BNPPLC that each property will have a certain minimum residual
value, as set forth in the applicable Operating Lease. The aggregate guarantee made by the Company under the
Operating Leases is no more than approximately $141.8 million (although, under certain default circumstances,
the guarantee with regard to an Operating Lease may be 100% of BNPPLC’s investment in the applicable
property; in the aggregate, the amounts payable under such guarantees will be no more than $165.0 million plus
related indemnification or other obligations).
The lessor under the lease agreements is a substantive independent leasing company that does not have the
characteristics of a variable interest entity (VIE) as defined by FASB Interpretation No. 46, “Consolidation of
Variable Interest Entities” and is therefore not consolidated by the Company.
The remaining operating lease balances primarily relate to non-cancelable facility-related operating
leases.
72
The Company’s contractual cash obligations with respect to operating leases as of June 29, 2008 are as
follows:
Operating
Leases
Payments due by period: (in thousands)
One year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,594
Two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,469
Three years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,064
Four years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,543
Five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,118
Over 5 years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,243
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 194,031
Purchase Obligations
Purchase obligations consist of significant contractual obligations either on an annual basis or over multi-
year periods related to the Company’s outsourcing activities or other material commitments, including vendor-
consigned inventories. The Company continues to enter into new agreements and maintain existing agreements
to outsource certain activities, including elements of its manufacturing, warehousing, logistics, facilities
maintenance, certain information technology functions, and certain transactional general and administrative
functions. The contractual cash obligations and commitments table presented above contains the Company’s
minimum obligations at June 29, 2008 under these arrangements and others. Actual expenditures will vary based
on the volume of transactions and length of contractual service provided. In addition to these obligations, certain
of these agreements include early termination provisions and/or cancellation penalties which could increase or
decrease amounts actually paid.
Consignment inventories, which are owned by vendors but located in the Company’s storage locations and
warehouses, are not reported as the Company’s inventory until title is transferred to the Company or its purchase
obligation is determined. At June 29, 2008, vendor-owned inventories held at the Company’s locations and not
reported as its inventory were $26.5 million.
The Company’s contractual cash obligations and commitments relating to these agreements as of
June 29, 2008 are as follows:
Purchase
Obligations
Payments due by period: (in thousands)
Less than 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 142,651
1-3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,311
3-5 years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,727
Over 5 years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,054
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 264,743
Guarantees
The Company accounts for its guarantees in accordance with FASB Interpretation No. 45 “Guarantor’s
Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others” (“FIN 45”). FIN 45 requires a company that is a guarantor to make specific disclosures about its obligations
under certain guarantees that it has issued. FIN 45 also requires a company (the guarantor) to recognize, at the
inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee.
73
The Company has issued certain indemnifications to its lessors under some of its agreements. The
Company has entered into certain insurance contracts which may limit its exposure to such indemnifications.
As of June 29, 2008, the Company has not recorded any liability on its financial statements in connection with
these indemnifications, as it does not believe, based on information available, that it is probable that any amounts
will be paid under these guarantees.
Please see the discussion above under “Operating Leases” regarding the guarantee on the Company’s
operating lease under the Livermore and Fremont facilities.
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, based on information available, that it
is probable that any material amounts will be paid under these guarantees.
The Company offers standard warranties on its systems that run generally for a period of 12 months from
system acceptance. 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.
Changes in the Company’s product warranty reserves were as follows:
Year Ended
June 29, June 24,
2008 2007
(in thousands)
Balance at beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 52,186 $ 40,122
Warranties assumed upon acquisition of SEZ. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,059 —
Warranties issued during the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,923 62,868
Settlements made during the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (58,095) (45,233)
Expirations and change in liability for pre-existing warranties during the period. . . . . (6,765) (5,571)
Balance at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 61,308 $ 52,186
74
Significant components of the provision (benefit) for income taxes attributable to income before income
taxes are as follows:
Year Ended
June 29, June 24, June 25,
2008 2007 2006
(in thousands)
Federal:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 116,788 $ 70,285 $ 43,735
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,635) 2,001 60,483
$ 98,153 $ 72,286 $ 104,218
State:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,603 $ (73) $ (1,264)
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 930 4,509 (3,922)
$ 6,533 $ 4,436 $ (5,186)
Foreign:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,294 $ 75,344 $ 24,095
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,353) 9,841 (18,547)
$ 32,941 $ 85,185 $ 5,548
$ 137,627 $ 161,907 $ 104,580
Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant
components of the Company’s net deferred tax assets are as follows:
June 29, June 24,
2008 2007
(in thousands)
Deferred tax assets:
Tax benefit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,543 $ 16,796
Accounting reserves and accruals deductible in different periods . . . . . . . . . . . . . 87,932 56,661
Inventory valuation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,561 11,238
Equity-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,996 20,170
Capitalized R&D expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,040 12,521
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,007 5,913
Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173,079 123,299
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,407) —
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169,672 123,299
Deferred tax liabilities:
Intangibles — foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,835) —
Temporary differences for capital assets — federal and state . . . . . . . . . . . . . . . . . (20,052) (20,611)
State cumulative temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,607) (12,605)
Amortization of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,637) (942)
Gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53,131) (34,158)
$ 116,541 $ 89,141
Realization of the Company’s net deferred tax assets is based upon the weight 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 assets will be realized with an exception of $3.4 million related to certain
deferred tax assets acquired in the SEZ acquisition; however, ultimate realization could be negatively impacted
75
by market conditions and other variables not known or anticipated at this time. Subsequently recognized tax
benefits associated with valuation allowances recorded in SEZ acquisition will be recorded as an adjustment to
goodwill.
Deferred tax assets relating to tax benefits of employee stock option grants have been reduced to reflect
the exercises in fiscal year 2008 and 2007. Some exercises resulted in tax deductions in excess of previously
recorded benefits based on the option value at the time of grant (“windfalls”). Although these additional tax
benefits are reflected in net operating loss carryforwards, pursuant to SFAS 123(R), the additional tax benefit
associated with the windfall is not recognized until the tax benefits reduce cash taxes payable, at which time the
Company will credit equity.
At June 29, 2008, the Company had federal and state tax credit carryforwards of approximately
$82.6 million, of which approximately $22.7 million will expire in varying amounts between fiscal years 2016
and 2028. The remaining balance of $59.9 million of tax carryforwards may be carried forward indefinitely. The
tax benefits relating to approximately $58.3 million of the tax credit carryforwards will be credited to equity
when recognized, in accordance with SFAS No. 123R.
At June 29, 2008, the Company had foreign net operating losses of approximately $92.6 million of which
$39.9 million will expire in fiscal year 2012. The remaining balance of $52.7 million of tax carryforwards may
be carried forward indefinitely.
A reconciliation of income tax expense provided at the federal statutory rate (35% in fiscal years 2008,
2007 and 2006) to actual income expense is as follows:
Year Ended
June 29, June 24, June 25,
2008 2007 2006
(in thousands)
Income tax expense computed at federal statutory rate. . . . . . . . . . . . . . $ 201,942 $ 296,703 $ 153,925
State income taxes, net of federal tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,712 3,447 (6,349)
Foreign income taxes at different rates . . . . . . . . . . . . . . . . . . . . . . . . . . (84,077) (122,574) (70,704)
Tax credits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,745) (9,156) (4,762)
Provision related to repatriation under American Jobs Creation Act . . . — — 24,207
Equity-based compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,717 6,195 4,028
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,078 (12,708) 4,235
$ 137,627 $ 161,907 $ 104,580
As a result of an Advanced Pricing Agreement with certain foreign tax authorities, the Company reduced
its recorded future unrecognized tax benefits by $12.3 million in the fourth quarter of fiscal year 2008.
Effective from fiscal year 2003 through June 2013, the Company has negotiated a tax holiday on certain
foreign earnings, which is conditional upon the Company meeting certain employment and investment thresholds.
The impact of the tax holiday decreased income taxes by approximately $18.9 million for fiscal year 2008,
$48.4 million in fiscal year 2007, and $72.0 million in fiscal year 2006. The benefit of the tax holiday on net
income per share (diluted) was approximately $0.15 in fiscal year 2008, $0.34 in fiscal year 2007, and $0.50 in
fiscal year 2006.
Unremitted earnings of the Company’s foreign subsidiaries included in consolidated retained earnings
aggregated to approximately $1.07 billion at June 29, 2008. These earnings, which reflect full provisions for
foreign income taxes, are indefinitely reinvested in foreign operations. If these earnings were remitted to the
United States, they would be subject to U.S. taxes of approximately $296 million at current statutory rates. The
Company’s federal income tax provision includes U.S. income taxes on certain foreign-based income.
In July 2006, the FASB issued FASB Interpretation Number 48, “Accounting for Income Tax Uncertainties”
(FIN 48). FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold
a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides
76
guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company
adopted FIN 48 as of June 25, 2007. As a result of the adoption of FIN 48, the Company decreased the recorded
liability for unrecognized tax benefits by approximately $26.2 million, and reclassed approximately $64.4
million from current to non-current income taxes payable. The cumulative effect of adopting FIN 48 resulted in
an increase to the Company’s opening retained earnings in the first quarter of fiscal year 2008 of approximately
$17.6 million.
The Company has historically classified unrecognized tax benefits in current taxes payable. As a result of
adoption of FIN 48, we reclassified unrecognized tax benefits to long-term income taxes payable. Long-term
income taxes payable include uncertain tax positions, reduced by the associated federal deduction for state taxes
and non-U.S. tax credits, and may also include other long-term tax liabilities that are not uncertain but have
not yet been paid. The Company’s policy to include interest and penalties related to unrecognized tax benefits
within the provision for taxes on the consolidated condensed statements of operations did not change as a result
of implementing the provisions of FIN 48.
The aggregate changes in the balance of gross unrecognized tax benefits were as follows:
(in millions)
Beginning balance as of June 25, 2007 (date of adoption). . . . . . . . . . . . . . . . . . . . . . . . . . . . $119.2
Settlements and effective settlements with tax authorities and related remeasurements. . . . (11.7)
Lapse of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.7)
Increases in balances related to tax positions taken during prior periods. . . . . . . . . . . . . . . . —
Decreases in balances related to tax positions taken during prior periods. . . . . . . . . . . . . . . —
Increases in balances related to tax positions taken during current period. . . . . . . . . . . . . . . 37.0
Balance as of June 29, 2008. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $143.8
During fiscal year 2008, the Company completed its unilateral advanced pricing agreement (“APA”) with
certain foreign tax authorities. As a result of the APA, the Company reduced its balance of gross unrecognized
tax benefits by approximately $11.7 million, of which $8.1 million relates to years prior to fiscal year 2008.
If the remaining balance of $143.8 million of gross unrecognized tax benefits at June 29, 2008 were realized
in a future period, it would result in a tax benefit of $101.8 million and a reduction of the effective tax rate.
Approximately $11.3 million of gross unrecognized tax benefits are related to the SEZ pre-acquisition period
and would result in an adjustment to goodwill of $0.5 million.
The Company recognizes potential accrued interest related to unrecognized tax benefits as tax expense.
As of the adoption date of FIN 48, the Company had accrued approximately $5.8 million for the payment of
interest and penalties (net of tax benefit) relating to unrecognized tax benefits. As of June 29, 2008, the Company
had accrued interest related to unrecognized tax benefits of $9.3 million (net of tax benefit). During fiscal year
2008, interest and penalties related to unrecognized tax benefits increased by $3.5 million, of which $1.2 million
was recognized in the provision for income taxes. The remaining balance of approximately $2.3 million related
to the SEZ acquisition and was recorded in goodwill.
The Company does not anticipate that the total unrecognized tax benefits will significantly change due to
the settlement of audits and the expiration of statute of limitations in the next 12 months.
The Company files U.S. federal, U.S. state, and foreign income tax returns. As of the year-ended June
29, 2008, fiscal years 2000-2007 remain subject to examination in the U.S., and fiscal years 2002-2007 remain
subject to examination in various foreign jurisdictions.
77
Note 16: Acquisitions
SEZ
During fiscal year 2008, the Company acquired approximately 99% of the outstanding shares of SEZ, a
major supplier of single-wafer wet clean technology and products to the global semiconductor manufacturing
industry. The acquisition was an all-cash transaction. The Company expects to take additional steps as necessary
to acquire the SEZ shares that remain outstanding. The acquisition of these shares was conducted pursuant to
the terms of a Transaction Agreement entered into on December 10, 2007 by and between the Company and
SEZ. SEZ’s Spin-Process single-wafer technology forms part of a broad equipment solution portfolio for wafer
cleaning and decontamination, a key process adjacent to etch.
The acquisition was accounted for as a business combination in accordance with Statement of Financial
Accounting Standards No. 141, “Business Combinations” and all amounts were recorded at their estimated fair
value. The consolidated financial statements include the operating results of SEZ from the acquisition date of
March 11, 2008.
The purchase price was preliminarily allocated to the fair value of assets acquired and liabilities assumed
as follows, in thousands:
Cash consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 619,329
Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,115
$ 630,444
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 147,870
Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,492
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 103,794
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 80,336
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,201
Property and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 86,096
Restricted cash and investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,038
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 739
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 220,732
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 67,743
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,527
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,700
Accrued expenses and other accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 56,007
Long-term debt and capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 55,088
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,869
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,460
$ 630,444
The preliminary purchase price allocation for the acquisition was based upon an initial valuation and
estimate of fair value. The purchase price allocation is not finalized and the Company’s estimates and assumptions
are subject to change.
The Company recorded a charge of $2.1 million during fiscal year 2008 for in process research and
development related to the acquisition of SEZ. This amount is included in operating expenses in the Company’s
consolidated statements of operations.
Unaudited pro forma financial information is presented below as if the acquisition of SEZ occurred at the
beginning of the fiscal periods presented below. The pro forma information presented below is not necessarily
indicative of the consolidated financial position or results of operations in future periods or the results that
actually would have been realized had the acquisition in fact occurred at the beginning of fiscal years 2008,
78
2007, and 2006. The pro forma results below reflect certain adjustments to exclude one-time transaction costs
incurred with the acquisition, to amortize intangible assets and to transition to an acceptance-based revenue
recognition model with respect to the acquisition of SEZ.
Pro forma results of operations are as follows:
Year Ended
June 29, June 24, June 25,
2008 2007 2006
(unaudited)
(in thousands, except per share data)
Pro forma revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,687,846 $2,907,129 $1,766,549
Pro forma net income. . . . . . . . . . . . . . . . . . . . . . . . . 445,621 709,605 303,249
Pro forma basic earnings per share . . . . . . . . . . . . . . $ 3.58 $ 5.12 $ 2.19
Pro forma diluted earnings per share. . . . . . . . . . . . . $ 3.52 $ 5.01 $ 2.11
Bullen Ultrasonics
During the quarter ended December 24, 2006, the Company acquired the U.S. silicon growing and silicon
fabrication assets of Bullen Ultrasonics, Inc. The Company was the largest customer of the Bullen Ultrasonics
silicon business. The silicon business has become a division of the Company post-acquisition.
The acquisition included assets related to Bullen Ultrasonics’ silicon growing and silicon fabrication
business, including assets of Bullen Ultrasonics and Bullen Semiconductor (Suzhou) Co., Ltd., a wholly foreign-
owned enterprise established in Suzhou, Jiangsu, People’s Republic of China (“PRC”). The closing of the U.S.
asset acquisition occurred on November 13, 2006. The acquisition of the Suzhou assets occurred during the quarter
ending September 28, 2008. The assets acquired consist of fixtures, intellectual property, equipment, inventory,
material and supplies, contracts relating to the conduct of the business, certain licenses and permits issued by
government authorities for use in connection with the operations of Eaton, Ohio and Suzhou manufacturing
facilities, real property and leaseholds connected with such facilities, data and records related to the operation of
the silicon growing and silicon fabrication business and certain proprietary rights.
Pursuant to the First Amendment to the Asset Purchase Agreement dated October 5, 2006, the parties
to the Asset Purchase Agreement agreed that the closing of the sale of the Suzhou assets would take place
within 5 business days following receipt by the parties of all necessary approvals, consents and authorizations of
governmental and provincial authorities in the PRC and satisfaction of other customary conditions and covenants.
The Company paid the $2.5 million purchase price for the Suzhou assets upon the receipt of the approvals and
satisfaction of conditions noted above which occurred during the quarter ending September 28, 2008.
The acquisition supports the competitive position and capability primarily of the Company’s dielectric
etch products by providing access to and control of critical intellectual property and manufacturing technology
related to the production of silicon parts in the Company’s processing chambers. The Company funded the
purchase price of the acquisition with existing cash resources.
The acquisition was accounted for as a business combination in accordance with Statement of Financial
Accounting Standards Number 141, “Business Combinations” and all amounts were recorded at their estimated
fair value. The condensed consolidated financial statements include the operating results from the date of
acquisition. Pro forma results of operations have not been presented because the effects of the acquisition were
not material to the Company’s results.
79
The purchase price was allocated to the fair value of assets acquired as follows, in thousands:
Goodwill
Total goodwill as of June 29, 2008 was $281.3 million compared to $59.7 million as of June 24, 2007.
Goodwill attributable to the SEZ acquisition of $221.6 million is not tax deductible due to foreign jurisdiction
law. The remaining goodwill balance of $59.7 million is tax deductible.
Intangible Assets
The following table provides details of the Company’s intangible assets subject to amortization as of June
29, 2008 (in thousands, except years):
Weighted-
Average
Accumulated Useful Life
Gross Amortization Net (years)
Customer relationships. . . . . . . . . . . . . . . . . . . . . . . . $ 35,226 $ (8,501) $ 26,725 6.90
Existing technology . . . . . . . . . . . . . . . . . . . . . . . . . . 61,598 (4,008) 57,590 6.70
Other intangible assets. . . . . . . . . . . . . . . . . . . . . . . . 35,216 (10,157) 25,059 4.10
Patents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,710 (5,195) 12,515 7.40
$ 149,750 $(27,861) $ 121,889 6.20
The following table provides details of the Company’s intangible assets subject to amortization as of June
24, 2007 (in thousands, except years):
Weighted-
Average
Accumulated Useful Life
Gross Amortization Net (years)
Customer relationships. . . . . . . . . . . . . . . . . . . . . . . . . . . $35,226 $ (3,276) $31,950 6.90
Other intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 30,193 (3,556) 26,637 4.60
Patents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 (2,678) 12,322 7.00
$80,419 $ (9,510) $70,909 6.10
The Company recognized $17.9 million, $9.2 million, and $0.3 million in intangible asset amortization
expense during fiscal years 2008, 2007, and 2006, respectively.
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The estimated future amortization expense of purchased intangible assets as of June 29, 2008 is as follows
(in thousands):
Fiscal Year Amount
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 26,407
2010. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,893
2011. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,912
2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,901
2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,698
Thereafter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,078
$ 121,889
81
In fiscal year 2008, revenues from Samsung Electronics Company, Ltd. and Toshiba Corporation accounted
for approximately 19% and 13%, respectively. In fiscal year 2007, revenues from Hynix Semiconductor and
Samsung Electronics each accounted for approximately 14% of total revenues. In fiscal year 2006, revenues
from Samsung Electronics Company, Ltd., accounted for approximately 15% of total revenues and revenues
from Toshiba Corporation accounted for approximately 12% of total revenues.
82
The severance and benefits-related costs are anticipated to be utilized by the end of fiscal year 2009. The
facilities balance consists primarily of lease payments on vacated buildings and is expected to be utilized by the
end of fiscal year 2009.
83
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Lam Research Corporation
We have audited the accompanying consolidated balance sheets of Lam Research Corporation as of June
29, 2008 and June 24, 2007, and the related consolidated statements of operations, stockholders’ equity, and
cash flows for each of the three years in the period ended June 29, 2008. Our audits also included the financial
statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Lam Research Corporation at June 29, 2008 and June 24, 2007, and the
consolidated results of its operations and its cash flows for each of the three years in the period ended June
29, 2008, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
As discussed in Note 2 to the Notes to Consolidated Financial Statements, under the heading Income Taxes,
Lam Research Corporation changed its method of accounting for income tax uncertainties in fiscal year 2008.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Lam Research Corporation’s internal control over financial reporting as of June 29, 2008,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated August 27, 2008 expressed an unqualified
opinion thereon.
84
Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting
The Board of Directors and Stockholders of
Lam Research Corporation
We have audited Lam Research Corporation’s internal control over financial reporting as of June 29, 2008,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). Lam Research Corporation’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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). 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.
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.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting,
management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did
not include the internal controls of SEZ, which is included in the June 29, 2008 consolidated financial statements
of Lam Research Corporation and constituted approximately 27% of consolidated total assets as of June 29,
2008 and 2% of revenues for the year then ended. Our audit of internal control over financial reporting of Lam
Research Corporation also did not include an evaluation of the internal control over financial reporting of SEZ.
In our opinion, Lam Research Corporation maintained, in all material respects, effective internal control
over financial reporting as of June 29, 2008, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Lam Research Corporation as of June 29, 2008 and
June 24, 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for
each of the three years in the period ended June 29, 2008 of Lam Research Corporation and our report dated
August 27, 2008 expressed an unqualified opinion thereon.
San Jose, California
August 27, 2008
85
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.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stephen G. Newberry and Martin B. Anstice, jointly and severally, his attorney-in-fact,
each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report of
Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue thereof.
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 date indicated.
Signatures Title Date
86
LAM RESEARCH CORPORATION
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Additions
Balance Charged Balance
At To At
Beginning Costs End
Of And Deductions Of
Description Period Expenses Describe Period
YEAR ENDED JUNE 29, 2008
Deducted from asset accounts:
Allowance for doubtful accounts. . . . . . . . . . . . . . $3,851,000 $255,000 $_4,000 (1) $4,102,000
YEAR ENDED JUNE 24, 2007
Deducted from asset accounts:
Allowance for doubtful accounts. . . . . . . . . . . . . . $3,822,000 $ 20,000 $ 9,000 (1) $3,851,000
YEAR ENDED JUNE 25, 2006
Deducted from asset accounts:
Allowance for doubtful accounts. . . . . . . . . . . . . . $3,865,000 $ 51,000 $94,000 (1) $3,822,000
(1) $0.0 million, $0.0 million, and $0.1 million, of specific customer accounts written-off in fiscal 2008, 2007,
and 2006, respectively.
87
LAM RESEARCH CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 29, 2008
EXHIBIT INDEX
Exhibit Description
3.1(22) Certificate of Incorporation of the Registrant, dated September 7, 1989; as amended by the
Agreement and Plan of Merger, Dated February 28, 1990; the Certificate of Amendment
dated October 28, 1993; the Certificate of Ownership and Merger dated December 15,
1994; the Certificate of Ownership and Merger dated June 25, 1999 and the Certificate of
Amendment effective as March 7, 2000.
3.2(46) Bylaws of the Registrant, as amended, dated December 12, 2007.
3.3(22) Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred
Stock dated January 27, 1997.
4.2(1)* Amended 1984 Incentive Stock Option Plan and Forms of Stock Option Agreements.
4.4(5)* Amended 1991 Stock Option Plan and Forms of Stock Option Agreements.
4.8(35)* Amended and restated 1997 Stock Incentive Plan.
4.11(18)* Amended and restated 1996 Performance-Based Restricted Stock Plan.
4.12(34)* Amended and restated 1999 Stock Option Plan.
4.13(34)* Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended.
4.14(39)* Lam Research Corporation 2004 Executive Incentive Plan, as amended.
4.15(40)* Lam Research Corporation 2007 Stock Incentive Plan, as amended.
10.1(38) Asset Purchase Agreement dated October 5, 2006 by and among Lam Research Corporation,
Bullen Ultrasonics, Inc., Eaton 122 Ltd., Bullen Semiconductor (Suzhou) Co., Ltd., Mary
A. Bullen and Vicki Brown.
10.2(38) First Amendment to Asset Purchase Agreement dated October 5, 2006 by and among Lam
Research Corporation, Bullen Ultrasonics, Inc., Eaton 122 Ltd., Bullen Semiconductor
(Suzhou) Co., Ltd., Mary A. Bullen and Vicki Brown.
10.3(2) Form of Indemnification Agreement.
10.12(3) ECR Technology License Agreement and Rainbow Technology License Agreement by and
between Lam Research Corporation and Sumitomo Metal Industries, Ltd.
10.16(4) License Agreement effective January 1, 1992 between the Lam Research Corporation and
Tokyo Electron Limited.
10.30(6) 1996 Lease Agreement between Lam Research Corporation and the Industrial Bank of
Japan, Limited, dated March 27, 1996.
10.35(7) Agreement and Plan of Merger by and among Lam Research Corporation, Omega
Acquisition Corporation and OnTrak Systems, Inc., dated as of March 24, 1997.
10.38(8) Consent and Waiver Agreement between Lam Research Corporation and IBJTC Leasing
Corporation-BSC, The Industrial Bank of Japan, Limited, Wells Fargo Bank, N.A., The
Bank of Nova Scotia, and the Nippon Credit Bank, Ltd., dated March 28, 1997.
10.46(9) Receivables Purchase Agreement between Lam Research Co., Ltd. and ABN AMRO Bank
N.V., Tokyo Branch, dated December 26, 1997.
10.49(9) Guaranty to the Receivables Purchase Agreement between Lam Research Co., Ltd. and
ABN AMRO Bank N.V., Tokyo Branch, dated December 26, 1997.
10.50(10) License Agreement between Lam Research Corporation and Trikon Technologies, Inc.,
dated March 18, 1998.
88
Exhibit Description
10.51(10) Loan Agreement between Lam Research Corporation and The Industrial Bank of Japan,
Limited, dated March 30, 1998.
10.52(11) Credit Agreement between Lam Research Corporation and Deutsche Bank AG, New York
Branch and ABN AMRO Bank N.V., San Francisco Branch, dated April 13, 1998.
10.53(11) First Amendment to Credit Agreement between Lam Research Corporation and ABN
AMRO Bank N.V., San Francisco Branch, dated August 10, 1998.
10.58(12) Loan Agreement between Lam Research Co., Ltd. and ABN AMRO Bank N.V., dated
September 30, 1998.
10.59(12) Guaranty to Loan Agreement between Lam Research Co., Ltd and ABN AMRO Bank
N.V., dated September 30, 1998.
10.61(13) Second Amendment to Credit Agreement between ABN AMRO BANK, N.V. and Lam
Research Corporation, dated December 18, 1998.
10.62(13) First Amendment to Guaranty between ABN AMRO BANK, N.V. and Lam Research
Corporation, dated December 25, 1998.
10.63(13) Supplemental Agreement of Receivables Purchase Agreement dated December 26, 1997
between ABN AMRO BANK, N.V. and Lam Research Corporation, dated December 25,
1998.
10.64(13) Supplemental Agreement of Loan Agreement dated September 30, 1998 between ABN
AMRO BANK, N.V. and Lam Research Corporation, dated December 25, 1998.
10.66(14) Substitution Certificate for Loan Agreement dated September 30, 1998 between ABN
AMRO BANK, N.V. and Lam Research Corporation, dated March 19, 1999.
10.67(15) OTS Issuer Stock Option Master Agreement between Lam Research Corporation and
Goldman Sachs & Co., and Collateral Appendix thereto, dated June 1999.
10.68(15) Form of ISDA Master Agreement and related documents between Lam Research Corporation
and Credit Suisse Financial Products, dated June 1999.
10.69(17) The First Amendment Agreement between Lam Research Corporation and Credit Suisse
Financial Products, dated August 31, 1999.
10.70(19) Lease Agreement between Lam Research Corporation and Scotiabanc Inc., dated January
10, 2000.
10.71(19) Participation Agreement between Lam Research Corporation, Scotiabanc Inc., and The
Bank of Nova Scotia, dated January 19, 2000.
10.73(20) Lease Agreement Between Lam Research Corporation and Cushing 2000 Trust, dated
December 6, 2000.
10.74(20) Participation Agreement Between Lam Research Corporation and Cushing 2000 Trust,
Dated December 6, 2000.
10.75(21) Indenture between Lam Research Corporation and LaSalle Bank, National Association, as
Trustee, dated May 22, 2001.
10.76(21) Registration Rights Agreement among Lam Research Corporation, Credit Suisse First
Boston Corporation and ABN Amro Rothschild LLC, dated May 22, 2001.
10.77(23) Warrant to Purchase Common Stock of Lam Research Corporation, dated December 19,
2001, issued to Varian Semiconductor Equipment Associates, Inc.
10.78(24)* Promissory Note between Lam Research Corporation and Stephen G. Newberry dated May
8, 2001.
10.79(25)* Amendment to Stock Option Grant for James W. Bagley dated October 16, 2002.
89
Exhibit Description
10.80(26) Amended and Restated Master Lease and Deed of Trust Between Lam Research Corporation
and SELCO Service Corporation, dated March 25, 2003.
10.81(26) Lease Supplement No. 1 Between Lam Research Corporation and SELCO Service
Corporation, dated March 25, 2003.
10.82(26) Participation Agreement Between Lam Research Corporation, SELCO Service Corporation
and Key Corporate Capital Inc., dated March 25, 2003.
10.83(26) Amendment to Participation Agreement Between Lam Research Corporation, Scotiabanc
Inc. and The Bank of Nova Scotia, dated December 27, 2002.
10.84(26) Amendment to Participation Agreement Between Lam Research Corporation, the Cushing
2000 Trust, Scotiabanc Inc, The Bank of Nova Scotia and Fleet National Bank, dated
December 27, 2002.
10.85(26)* Employment Agreement for Stephen G. Newberry, dated January 1, 2003.
10.86(27) Amended and Restated Master Lease and Deed of Trust Between Lam Research Corporation
and SELCO Service Corporation, dated as of June 1, 2003.
10.87(27) Lease Supplement No. 1 Between Lam Research Corporation and SELCO Service
Corporation, dated as of June 1, 2003.
10.88(27) Lease Supplement No. 2 Between Lam Research Corporation and SELCO Service
Corporation, dated as of June 1, 2003.
10.89(27) Lease Supplement No. 3 Between Lam Research Corporation and SELCO Service
Corporation, dated as of June 1, 2003.
10.94(27) Participation Agreement Between Lam Research Corporation and SELCO Service
Corporation, and Key Corporate Capital Inc., dated as of June 1, 2003.
10.95(27)* Employment Agreement for Ernest Maddock, dated April 15, 2003.
10.96(28)* Employment Agreement for Nicolas J. Bright, dated August 1, 2003.
10.97(32) Second Amendment to Second Amended and Restated Uncommitted Insured Trade
Receivables Purchase Agreement between ABN Amro Bank, N.V. and Lam Research
Corporation, dated June 2, 2004.
10.98(32) Amended and Restated Guaranty between ABN Amro Bank, N.V. and Lam Research
Corporation, dated June 2, 2004.
10.99(32)* Form of Nonstatutory Stock Option Agreement — Lam Research Corporation 1997 Stock
Incentive Plan.
10.100(31) Third Amended and Restated Uncommitted Insured Trade Receivables Purchase Agreement
between Lam Research Corporation, Lam Research International SARL and ABN Amro
Bank N.V., dated March 22, 2005.
10.101(31) Third Amended and Restated Guaranty between Lam Research Corporation and ABN
Amro Bank N.V., dated March 22, 2005.
10.102(36) Form of Restricted Stock Unit Award Agreement (U.S. Agreement A) — Lam Research
Corporation 1997 Stock Incentive Plan.
10.103(36) Form of Restricted Stock Unit Award Agreement (non-U.S. Agreement I-A) — Lam
Research Corporation 1997 Stock Incentive Plan.
10.104(37) $350,000,000 Credit Agreement among Lam Research International SARL, as Borrower,
The Several Lenders from Time to Time Parties Hereto, and ABN Amro Bank N.V., as
Administrative Agent, dated June 16, 2006.
10.105(37) Guarantee Agreement made by Lam Research Corporation in favor of ABN Amro Bank
N.V., as Administrative Agent for the Lenders, dated June 16, 2006.
90
Exhibit Description
10.106(42)* Form of Restricted Stock Unit Award Agreement (U.S. Agreement) — Lam Research
Corporation 2007 Stock Incentive Plan
10.107(43) Form of Restricted Stock Unit Award Agreement — Outside Directors (U.S. Agreement)
— Lam Research Corporation 2007 Stock Incentive Plan.
10.108(43) Form of Restricted Stock Unit Award Agreement — Outside Directors (non-U.S. Agreement)
— Lam Research Corporation 2007 Stock Incentive Plan.
10.109(43) Summary of Compensation Arrangement with Nicolas J. Bright, effective as of March 1,
2007.
10.110(44) Transaction Agreement dated December 10, 2007 by and between Lam Research
Corporation and SEZ Holding AG
10.111(45) Credit Agreement dated as of March 3, 2008 among Lam Research Corporation, as the
Borrower, ABN Amro Bank N.V., as Administrative Agent, and the other Lenders Party
thereto
10.112(45) Unconditional Guaranty dated as of March 3, 2008 by Bullen Semiconductor Corporation
to ABN AMRO Bank N.V.
10.113(45) Security Agreement dated as of March 3, 2008 between Lam Research Corporation and
ABN AMRO Bank N.V.
10.114(45) Security Agreement dated as of March 3, 2008 between Bullen Semiconductor Corporation
and ABN AMRO Bank N.V.
10.115(45) Pledge Agreement dated as of March 3, 2008 among Lam Research Corporation and ABN
AMRO Bank N.V.
10.116(41)* Employment Agreement between James W. Bagley and Lam Research Corporation, dated
December 11, 2006.
10.117(46) Lease Agreement (Fremont Building #1) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.118(46) Pledge Agreement (Fremont Building #1) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.119(46) Closing Certificate and Agreement (Fremont Building #1) between Lam Research
Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.120(46) Agreement Regarding Purchase and Remarketing Options (Fremont Building #1) between
Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21,
2007.
10.121(46) Lease Agreement (Fremont Building #2) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.122(46) Pledge Agreement (Fremont Building #2) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.123(46) Closing Certificate and Agreement (Fremont Building #2) between Lam Research
Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.124(46) Agreement Regarding Purchase and Remarketing Options (Fremont Building #2) between
Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21,
2007.
10.125(46) Lease Agreement (Fremont Building #3) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.126(46) Pledge Agreement (Fremont Building #3) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
91
Exhibit Description
10.127(46) Closing Certificate and Agreement (Fremont Building #3) between Lam Research
Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.128(46) Agreement Regarding Purchase and Remarketing Options (Fremont Building #3) between
Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21,
2007.
10.129(46) Lease Agreement (Fremont Building #4) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.130(46) Pledge Agreement (Fremont Building #4) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.131(46) Closing Certificate and Agreement (Fremont Building #4) between Lam Research
Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.132(46) Agreement Regarding Purchase and Remarketing Options (Fremont Building #4) between
Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21,
2007.
10.133(46) Lease Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 18, 2007.
10.134(46) Pledge Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 18, 2007.
10.135(46) Closing Certificate and Agreement (Livermore/Parcel 6) between Lam Research
Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.136(46) Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) between
Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18,
2007.
10.137(46) Construction Agreement (Livermore/Parcel 6) between Lam Research Corporation and
BNP Paribas Leasing Corporation, dated December 18, 2007.
10.138(46) Lease Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 18, 2007.
10.139(46) Pledge Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 18, 2007.
10.140(46) Closing Certificate and Agreement (Livermore/Parcel 7) between Lam Research
Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.141(46) Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 7) between
Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18,
2007.
10.142(46) Construction Agreement (Livermore/Parcel 7) between Lam Research Corporation and
BNP Paribas Leasing Corporation, dated December 18, 2007.
10.143 First Modification Agreement (Fremont Buildings #1, #2, #3, #4) between Lam Research
Corporation and BNP Paribas Leasing Corporation, dated April 3, 2008.
10.144 First Modification Agreement (Livermore Parcel 6) between Lam Research Corporation
and BNP Paribas Leasing Corporation, dated April 3, 2008.
10.145 Second Modification Agreement (Livermore Parcel 6) between Lam Research Corporation
and BNP Paribas Leasing Corporation, dated July 9, 2008.
10.146 First Modification Agreement (Livermore Parcel 7) between Lam Research Corporation
and BNP Paribas Leasing Corporation, dated July 9, 2008.
21 Subsidiaries of the Registrant.
92
Exhibit Description
(1) Incorporated by reference to Post Effective Amendment No. 1 to the Registrant’s Registration Statement
on Form S-8 (No. 33-32160) filed with the Securities and Exchange Commission on May 10, 1990.
(2) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April
3, 1988.
(3) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
31, 1989.
(4) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
31, 1991.
(5) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
31, 1995.
(6) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
(7) Incorporated by reference to Registrant’s Report on Form 8-K dated March 31, 1997.
(8) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
1997.
(9) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
31, 1997.
(10) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
(11) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30,
1998.
(12) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September
30, 1998.
(13) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
31, 1998.
(14) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q/A for the quarter ended March
31, 1999.
(15) Incorporated by reference to Registrant’s Report on Form 8-K dated June 22, 1999.
(16) Incorporated by reference to Registrant’s Report on Form S-8 dated November 5, 1998.
(17) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September
26, 1999.
(18) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
26, 1999.
(19) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2000.
(20) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
24, 2000.
93
(21) Incorporated by reference to Registrant’s Registration Statement on Form S-3 dated July 27, 2001.
(22) Incorporated by reference to Registrant’s Amendment No. 2 to its Annual Report on Form 10K/A for the
fiscal year ended June 25, 2000.
(23) Incorporated by reference to Registrant’s Registration Statement on Form S-3 dated January 30, 2002.
(24) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30,
2002.
(25) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
29, 2002.
(26) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30,
2003.
(27) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 29,
2003.
(28) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September
28, 2003.
(29) Incorporated by reference to Appendix A of the Registrant’s Proxy Statement filed on October 14, 2003.
(30) Incorporated by reference to Appendix B of the Registrant’s Proxy Statement filed on October 14, 2003.
(31) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 27,
2005.
(32) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27,
2004.
(33) Incorporated by reference to Registrant’s Report on Form 8-K dated June 26, 2005.
(34) Incorporated by reference to Registrant’s Registration Statement on Form S-8 (No. 33-127936) filed with
the Securities and Exchange Commission on August 28, 2005.
(35) Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 8, 2005.
(36) Incorporated by reference to Registrant’s Current Report on Form 8-K dated February 6, 2006.
(37) Incorporated by reference to Registrant’s Current Report on Form 8-K dated June 19, 2006.
(38) Incorporated by reference to Registrant’s Current Report on Form 8-K dated October 10, 2006.
(39) Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 2, 2006.
(40) Incorporated by reference to Registrant’s Registration Statement of Form S-8 (No. 333-138545) filed with
the Securities and Exchange Commission on November 9, 2006.
(41) Incorporated by reference to Registrant’s Current Report on Form 8-K dated December 15, 2006. This
exhibit was originally filed with the 8-K as Exhibit Number 10.1.
(42) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December
24, 2006.
(43) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 25,
2007.
(44) Incorporated by reference to Registrant’s Current Report on Form 8-K dated December 14, 2007.
(45) Incorporated by reference to Registrant’s Current Report on Form 8-K dated March 7, 2008.
(46) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 24,
2007.
* Indicates management contract or compensatory plan or arrangement in which executive officers of the
Company are eligible to participate.
94
EXHIBIT 21
95
EXHIBIT 31.1
96
EXHIBIT 31.2
97
EXHIBIT 32.1
In connection with the Annual Report of Lam Research Corporation (the “Company”) on Form 10-K for
the fiscal period ending June 29, 2008 as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), I, Stephen G. Newberry, President and Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
August 27, 2008
/s/ Stephen G. Newberry
Stephen G. Newberry
President and Chief Executive Officer
98
EXHIBIT 32.2
In connection with the Annual Report of Lam Research Corporation (the “Company”) on Form 10-K
for the fiscal period ending June 29, 2008 as filed with the Securities and Exchange Commission on the date
hereof (the “Report”), I, Martin B. Anstice, Senior Vice President, Chief Financial Officer and Chief Accounting
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
August 27, 2008
/s/ Martin B. Anstice
Martin B. Anstice
Senior Vice President, Chief Financial Officer
and Chief Accounting Officer
99
BOARD OF DIRECTORS EXECUTIVE OFFICERS
Patricia S. Wolpert
Owner,
Wolpert Consulting LLC
1008/19140/101
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
Phone: 1.510.572.0200
www.lamresearch.com