AR2007
AR2007
AR2007
L E T T E R T O STO CKHO L DE R S
To Our Stockholders:
Fiscal 2007 was another year of financial growth and included many highlights at Lam Research. The Company set
a new revenue record of $2.6 billion, representing 56% growth from the prior year. We achieved this growth while
maintaining gross margins above the 50% level and growing operating profit from 25% to 30% in the same period.
This operating performance allowed us to more than double earnings per share to $4.85, from $2.33 in fiscal 2006.
As a result of our strong earnings performance, we generated more than $800 million in cash from operations and
undertook a sizeable stock repurchase program. We spent approximately $1.1 billion repurchasing Lam shares in
fiscal 2007, thereby reducing the Company’s shares outstanding from approximately 142 million to 124 million over
the period. Our cash generation capability enabled us to maintain a robust balance sheet with a gross cash position
at just over $1 billion at the end of fiscal year 2007.
In 2007, Lam’s Board of Directors appointed an Independent Committee to conduct a voluntary review of the
Company’s historical stock option practices. The review process resulted in a delay in filing our fiscal 2007 financial
statements, including the annual report and Form 10-K, as well as the postponement of the annual stockholder
meeting until June 2008. The findings and recommendations made by the Independent Committee as a result of its
review are described in the Company’s Form 10-K for the fiscal year ended June 24, 2007.
Lam’s market share growth in etch is a testament to our focus on supporting our customers’ production ramps at the
leading-edge technology nodes. Although our market share growth will continue at a slower pace as we consolidate
our significant share gains of recent years, we plan to increase our 2006 shipped market share of 46% in etch, by
2 to 3 points by the end of calendar year 2007. While building our leadership position, Lam Research has amassed
a significant knowledge base in wafer processing. We are applying our experience at the leading edge to assist
customers in meeting the productivity and yield challenges posed by more sophisticated, smaller device structures
and new materials utilized in today’s advanced semiconductor manufacturing processes.
Increasingly, those challenges point to the need for innovative solutions and closer integration of processing steps to
reduce cycle times and improve yield. Etch plays a central and critical role in semiconductor manufacturing and as a
result Lam Research is well positioned to leverage its knowledge into adjacent applications that provide opportunities
to both the Company – in the form of new growth drivers – and its customers in the form of advanced solutions which
meet their next generation semiconductor device manufacturing roadmap needs.
The strength in our operating and financial performance is the result of a few key factors:
1) the ability of our technical teams to consistently deliver advanced wafer fabrication processing capability that
gives our customers high productivity and yield enhancing solutions;
2) the commitment and effort of Lam Research employees worldwide to deliver for our customers best-in-class
performance in all they do; and
3) our ability to leverage our operational capability and execute on growth strategies that offer Lam Research
significant opportunity to achieve attractive financial returns relative to the market.
We recognize that the semiconductor industry is both highly competitive and dynamic, and there are clearly near-
term challenges as chipmakers, particularly in memory, attempt to adjust supply output to match demand in units.
However, the broader market dynamics supporting demand for memory and logic chips, in increasingly sophisticated
and ever-smaller consumer electronic applications, remains strong and presents a significant growth opportunity for
Lam Research over the long-term.
We will continue to build on our strengths by remaining true to our focus on building customer trust, protecting and
growing our core etch business, and using our knowledge base and technology advantage to expand into adjacent
markets while remaining committed to delivering best-in-class operational and financial performance.
As always, we thank our employees for their outstanding contributions, and we thank all of you for your continued
support and interest in Lam Research.
Sincerely,
To the Stockholders:
NOTICE IS HEREBY GIVEN that the 2007 Annual Meeting of Stockholders of Lam Research Corporation,
a Delaware corporation (the “Company” or “Lam Research” or “Lam”), will be held on June 10, 2008, 11:00
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 slate of nominees nominated by 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 29, 2008; 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 April 25, 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.
George M. Schisler, Jr.
Secretary
Fremont, California
May 10, 2008
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 10, 2008
TABLE OF CONTENTS
Page
Information Concerning Solicitation and Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Proposal No. 1 — Election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Nominees for Director. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Executive Officers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Director Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Compensation Committee Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Compensation Committee Interlocks and Insider Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Audit Committee Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Relationship with Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Securities Authorized for Issuance Under Equity Compensation Plans. . . . . . . . . . . . . . . . . . . . . . . . . 40
Proposal No. 2 — Ratification of Appointment of Independent Registered Public
Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Other Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
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 Tuesday,
June 10, 2008, at 11:00 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 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 May 10, 2008, to all stockholders entitled to vote
at the meeting. A copy of Lam’s 2007 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 June 10, 2008: This Proxy Statement and Lam’s 2007 Annual Report to Stockholders are
available on the Investor Relations page of the Company’s web site, 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
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
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, Lam Research Corporation as the 401(k) Plan Administrator, or the 401(k) Plan trustee, 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.
2
Stockholder Proposals to be Included in the Company’s 2008 Proxy Statement
Pursuant to Rule 14a-8(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
some stockholder proposals may be eligible for inclusion in the Company’s proxy statement for its 2008 annual
meeting of stockholders. Any such proposal must be received by the Company no later than June 8, 2008, in
order to be eligible for inclusion in such proxy statement. Stockholders interested in submitting such a proposal
are advised to contact counsel familiar with the detailed requirements of the applicable securities rules.
3
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 Board, upon the recommendation of the Nominating/Governance Committee, has nominated the
following individuals for election to the Board of Directors in accordance with the criteria and procedures
discussed below in “Corporate Governance.”
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH BELOW.
The following table sets forth certain information concerning the nominees, which is based on information
furnished by them:
Director Principal Occupation and Business Experience
Director Age* Since During Past Five Years
James W. Bagley 69 1997 Mr. Bagley is the Executive Chairman of the Board
of Directors. He has been a director of the Company
since the merger of Lam Research and OnTrak Systems,
Inc., in 1997, and has served as Chairman of the Board
since 1998. Mr. Bagley was appointed to the office of
Executive Chairman in 2005. From 1997 until 2005,
Mr. Bagley served as Chief Executive Officer of the
Company.
From 1996 to 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 executive positions
during his 15-year tenure. Mr. Bagley held various
management positions at Texas Instruments, Inc., before
he joined Applied Materials. Mr. Bagley is currently a
director of Micron Technology, Inc. and Teradyne, Inc.
4
Director Principal Occupation and Business Experience
Director Age* Since During Past Five Years
David G. Arscott(1) 63 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 SOPRA
S.A., the National Science and Technology Medals
Foundation, and the Scripps Research Institute.
Jack R. Harris(2) 65 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. From 1986 until 1999, Mr. Harris was Chairman,
Chief Executive Officer, and President of Optical
Specialties, Inc.
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.
5
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, StrataLight
Communications, and WJ Communications, Inc.
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.
Prior to joining the Company, Mr. Newberry held
various executive positions at Applied Materials during
a 17-year tenure. Mr. Newberry is also a director of
SEMI, the industry’s trade association.
Seiichi Watanabe(1) 66 2005 Dr. Watanabe has been a director of the Company since
2005. Dr. Watanabe is currently, and since 2007 has
been, the Executive Director of TechGate Investment,
Inc., of Japan. 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, and of Zeta Bridge
Corporation 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.
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
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 & 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.
7
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 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.
8
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).
9
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 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 2007 fulfilled this expectation. In fiscal year 2005, a majority
of the directors then serving attended at least one conference certified by an institutional investor
services organization. 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.
10
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.
• 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 2006 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.
11
Board Meetings and Committees
The Board of Directors of the Company held a total of eleven regularly scheduled or special meetings
during fiscal year 2007. All of the directors who served for the entire fiscal year attended at least 75% of the
aggregate number of Board meetings and meetings of Board committees on which they were a member during
fiscal year 2007, with the exception of Mr. Newberry, who attended 73% of such meetings.
The Board of Directors has as standing committees an Audit Committee, a Compensation Committee, and
a Nominating/Governance Committee.
During fiscal year 2007, 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 nine meetings during fiscal year
2007. 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 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 independence
During fiscal year 2007, the Compensation Committee consisted of Board members Berdahl, Elkus,
Harris, and Wolpert. All Compensation Committee members are independent, non-employee directors.
The Compensation Committee held seven meetings during fiscal year 2007. 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 2007, the Nominating/Governance Committee consisted of Board members Berdahl,
Elkus, and Inman. All Nominating/Governance Committee members are independent, non-employee directors.
The Nominating/Governance Committee held three meetings during fiscal year 2007. 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 recommended for Board approval, and the Board approved,
the nominees for director of the Company as set forth in Proposal No. 1 above. The Nominating/Governance
Committee recommended the nominees for director in accordance with the criteria and procedures set forth
above in “Board Nomination Policies and Procedures.”
12
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
2008 Annual Meeting.”
13
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 April 25, 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 December 31, 2007, unless otherwise identified. The percentage is
calculated using 124,978,750 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
Wellington Management Company LLP������������������������������������������������������������ 13,631,400(2) 10.9%
75 State Street
Boston, Massachusetts 02109
AXA Assurances Mutuelles�������������������������������������������������������������������������������� 9,188,800(2) 7.4%
25, Avenue Matignon
Paris, France 75008
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�������������������������������������������������������������������������������������������������� 106,735 *
Robert M. Berdahl ���������������������������������������������������������������������������������������������� 35,700 *
Richard J. Elkus, Jr. �������������������������������������������������������������������������������������������� 136,370 *
Jack R. Harris������������������������������������������������������������������������������������������������������ 79,330 *
Grant M. Inman �������������������������������������������������������������������������������������������������� 147,750 *
Catherine P. Lego������������������������������������������������������������������������������������������������ 5,000 *
Stephen G. Newberry������������������������������������������������������������������������������������������ 210,500 *
Seiichi Watanabe ������������������������������������������������������������������������������������������������ 7,000 *
Patricia S. Wolpert���������������������������������������������������������������������������������������������� 2,500 *
Martin B. Anstice������������������������������������������������������������������������������������������������ 8,117 *
Nicolas J. Bright�������������������������������������������������������������������������������������������������� 1,152(3) *
Richard A. Gottscho�������������������������������������������������������������������������������������������� 1,861 *
Abdi Hariri���������������������������������������������������������������������������������������������������������� 4,398 *
Ernest E. Maddock���������������������������������������������������������������������������������������������� 32,374 *
All current directors and current executive officers as a group
(15 persons)(4)�������������������������������������������������������������������������������������������������� 1,009,943 *
14
(1)
Includes shares subject to outstanding stock options and restricted stock units (RSUs) that are exercisable
within 60 days after April 25, 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 2006, the non-employee directors received the following compensation: annual cash
retainer of $36,000, cash retainer of $2,000 for service as the chair of a committee; cash retainer of $2,000
for service as lead director; and $1,000 for each meeting attended in person on a day other than a regularly
scheduled board meeting. For calendar year 2007, the Board revised the cash retainer amount; accordingly,
in calendar year 2007, the Company’s non-employee directors received the following cash compensation for
their services: annual retainer of $42,000; an additional $2,000 for service as the chair of a committee; and an
additional retainer of $2,000 for service as lead director. No additional compensation in the form of per-meeting
fees was provided for calendar year 2007. A base retainer of $42,000 was paid to each non-employee director
in fiscal year 2007. In addition Director Wolpert received an additional $18,000 fee during fiscal year 2007,
in recognition of her service as a director during a portion of calendar year 2006, for which she had not previously
received cash compensation.
15
For calendar year 2008, the Board revised the cash retainer amount as follows: the Company’s non-employee
directors have or will receive 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 director.
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 2007, each
non-employee director received a grant of 4,440 restricted stock units (RSUs) for services during calendar year
2007. Each such RSU grant was issued on February 15, 2007, and, subject to a director’s continued service on
the Board, vests in full on the date of the following annual meeting. In addition, Director Wolpert received an
additional grant of 2,500 RSUs on December 5, 2006, in recognition of her services as a director during a portion
of calendar year 2006, for which she had not previously received equity compensation.
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. The Committee also reviews
policies and programs on at least a calendar year basis and recommends, where appropriate, material changes
for the independent members of the Board’s consideration and approval. In addition, the Committee establishes
and periodically reviews corporate goals and objectives for the Chief Executive Officer; evaluates the CEO’s
performances in light of those goals and objectives; and, based on such evaluation, recommends, for approval
by the independent members of the Board, the CEO’s compensation packages, including any employment
agreement.
This Compensation Discussion and Analysis (CD&A) discusses our compensation program for the period
including fiscal year 2007 and covers actions regarding executive compensation that were taken through
March 31, 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
Nicolas J. Bright*. . . . . . . . . . Executive Vice President of Products
* During most of fiscal 2007, Mr. Bright was our Executive Vice President, Regional Business and Global
Products, which was an executive officer position. His current position, which he assumed in March 2007,
is no longer an executive officer position.
This CD&A consists of the following sections:
Philosophy & Objectives explains the philosophy and objectives of our compensation program
Executive Compensation Program Components and Process explains the major elements of our
compensation program as well as the process by which the compensation of our executive officers is determined
Peer Group identifies the peer group to which we compare our compensation program
Base Salary, Annual Incentive Awards and Multi-Year Cash-Based Incentive Program (MYIP) each explain
a major element of our compensation program
16
Equity Incentive Compensation explains the role of equity incentive awards in our compensation
program
Compensation of Chief Executive Officer and Compensation of Executive Chairman summarizes the
employment agreements that we have with our Chief Executive Officer and our Executive Chairman
Change in Control and Severance Arrangements explains the role of such arrangements in our compensation
program
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
Medical and Dental Insurance Retirement Benefit 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 explain 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 payments and awards made during fiscal year 2007.
• 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 minimizing undue 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 comparable to 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.
17
Within this framework, the Committee reviews the information, analysis and compensation proposals
provided by management 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. 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 such members of our Board of Directors.
We also have included severance provisions in employment agreements we have entered into with
Messrs. Bagley, Newberry and Bright. These employment agreements are described in more detail below as
well as in the “Potential Payments Upon Termination or Change-in-Control” section below. We typically do not
offer severance provisions in our agreements with executive officers but we retain the flexibility to do so on an
individual basis 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: Generally. At the beginning of each calendar year, the Committee reviews base salaries, annual
incentives and long-term incentives and revises the overall compensation package from time to time 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 Multi-Year Cash-Based Incentive Program (“MYIP”) in consideration of, among other
concerns, changes to accounting rules regarding expense recognition for equity-based awards.
18
When appropriate, the Committee has also adjusted compensation components to account for the level
of previous earnings by an executive officer. For example, in February 2006, the Committee provided a
supplemental one-year plan under the MYIP for Messrs. Anstice, Maddock and Hariri in consideration for the
absence of equity incentive grants to them in the years prior to the adoption of the MYIP and the relatively low
level of equity incentive awards made to them in comparison to executive officers in similar positions from our
peer group. Messrs. Anstice, Maddock, and Hariri have not received an equity award since 2002.
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. Typically, the Committee meets in January and/or February to review
the operating profit performance target and target incentive amounts for the first half of the calendar year and
in August to review those targets 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 was designed and proposed to the Committee by management and 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
occurs, (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 annually and funding is accrued on a periodic basis. A new MYIP cycle
typically commences at the beginning of each calendar year and lasts for eight consecutive calendar 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 comprised of a formula based on attainment of the Company’s operating
profit 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 the peer group realized pursuant to
long-term equity-based incentive programs and to provide a recommendation on a competitive target award
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. Typically, 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 profit
performance metric for the then-current calendar year for each cycle of the MYIP then in effect.
Process: Setting Targets. The Committee 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 would 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 our specific operating profit 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 applicable MYIP performance cycle. For
calendar years 2007 and 2008, the Committee revised the operating profit growth targets upward to provide a
greater degree of difficulty in meeting those targets in light of the business plan and outlook each year.
19
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.
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 calendar year 2007, the peer group consisted of the
following companies:
Analog Devices, Inc. National Semiconductor Corporation
Applied Materials, Inc. Novellus Systems Inc.
Cymer, Inc. NVIDIA Corporation
Cypress Semiconductor Corporation Plexus Corp.
Fairchild Semiconductor International, Inc. SanDisk Corporation
KLA-Tencor Corporation Teradyne, Inc.
LSI Corporation Varian Semiconductor Equipment Associates, Inc.
MEMC Electronic Materials, Inc. Xilinx, Inc.
Molex Incorporated
In addition to peer group data, our human resources department engaged outside consultants from Radford,
the Presidio Group and F.W. Cook & Co. to analyze published survey market data on base salary, bonus targets,
equity awards and total compensation.
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 Calendar
Name Year 2006 Year 2007 Year 2008
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $710,000 $800,000 $800,000
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $340,000 $380,000 $400,000
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $375,000 $400,000 $416,000
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $275,000 $300,000 $315,000
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $312,000 $340,000 $360,000
Nicolas J. Bright. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $435,000 $461,100* NA*
* In connection with Mr. Bright’s Employment Agreement, his base salary was further increased to
$500,000 in February 2007. The Company does not expect Mr. Bright to be a named executive officer for
fiscal year 2008.
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 target bonus 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 a fixed ratio based on the Company’s actual operating profit achievement. The calculated incentive
award for executive officers (other than the CEO) may be increased by the Committee, and may be subject to
negative discretion by the Committee (or the independent members of the Board with respect to the CEO) after
the performance period.
20
The individual metrics for calendar years 2006 and 2007 were given equal weight with the corporate
performance factor which was 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 profit metric under the MYIP discussed below. For calendar
years 2006 and 2007, the portion of the award based upon individual performance was subject to a maximum
multiplier of 1.5 on the performance factor.
Mr. Newberry
Annual incentive awards for Mr. Newberry for calendar years 2006, 2007, and 2008 were made 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 2006. The Board approved Mr. Newberry’s target bonus amount for calendar year 2006 at
100% of his annual eligible salary. 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. For calendar year 2006, no discretion was exercised by the Board
in determining Mr. Newberry’s annual incentive award. Mr. Newberry’s actual calendar year 2006 incentive
award was calculated at 2.13 times his target bonus amount, equal to a payout of $1,485,716. This amount is
included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below.
Calendar Year 2007. In February 2007, the Committee selected, and the independent members of the
Board approved, the annual bonus plan factors for Mr. Newberry for calendar year 2007 and established
targets for the first half of calendar 2007. Each of the factors and their relative weighting for Mr. Newberry’s
2007 annual bonus award were unchanged from the 2006 calendar year plan except that under the corporate
performance factor, actual operating profit growth targets were revised upward to provide a greater degree of
difficulty in meeting those targets in light of the business plan and outlook for calendar year 2007. No changes
were made to Mr. Newberry’s performance targets for the second half of calendar year 2007. For calendar
year 2007, no discretion was exercised by the Board in determining Mr. Newberry’s annual incentive award.
In February 2008, the Committee recommended and the independent members of the Board approved that
Mr. Newberry’s calendar year 2007 annual incentive award be calculated at 1.80 times his target bonus amount,
equal to a payout of $1,427,690.
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.
21
Calendar Year 2008. In January 2008, new target bonus amounts for calendar year 2008 were set for the
other 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.
Earned annual incentive awards for calendar years 2005, 2006, and 2007 are provided in the table below
for the named executive officers.
Earned Annual Incentive Award
Calendar Year Calendar Year Calendar Year
Name 2005 2006 2007
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $944,568 $ 1,485,716 $ 1,427,690
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $350,437 $ 447,212 $ 503,258
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $362,135 $ 510,745 $ 490,602
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $220,600 $ 328,354 $ 332,268
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $274,938 $ 419,207 $ 403,546
Nicolas J. Bright. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $494,236 $ 744,543 NA*
* The Company does not expect Mr. Bright to be a named executive officer for fiscal year 2008.
22
MYIP Performance Periods
Fiscal 2007
2006 MYIP
2007 MYIP
2008 MYIP
Supplemental
Performance factors, comprised of a formula based on the attainment of the Company’s operating
profit target, are established by the Committee annually and measured and accrued on a quarterly basis.
In February 2006, the Committee (and the independent members of the Board with respect to the CEO) established
the operating profit 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 profit performance metric upon which actual incentive awards would be calculated for
calendar 2007 under both the 2006 and 2007 MYIPs. In January 2008, the Committee established the operating
profit performance metric upon which actual incentive awards would be calculated 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.
The Committee (and the independent members of the Board with respect to the CEO) has the opportunity
to review the provisional accruals on a periodic basis and may choose to exercise negative discretion to reduce
the amount of award accruals 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 during
calendar years 2006 or 2007, with the exception of Mr. Bright, whose 2006 MYIP award payment was reduced
from the calculated amount.
The aggregate individual target award amounts and the aggregate amounts earned for the named executive
officers under each cycle of 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,325,000 $ 20,567,500 247%
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,157,500 NA(1) NA(1)
2008(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,214,500 NA(3) NA(3)
Supplemental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,520,000 $ 3,872,300 154%
(1)
Earned awards under the 2007 MYIP are scheduled for a February 2009 payment.
(2)
Mr. Bright is not a participant of the 2008 MYIP.
(3)
Earned awards under the 2008 MYIP are scheduled for a February 2010 payment.
23
Equity Incentive Compensation
The Company believes that long-term equity incentive awards can be a useful part of its executive
compensation program. However, as discussed above, the Company has chosen to grant primarily long-term
cash incentive awards to its executive officers for calendar years 2006 and 2007. The Committee or Board may
use its discretion to grant stock options or restricted stock units to executive officers in the future to provide
competitive long-term incentives and to reward behaviors that result in long-term stockholder value growth.
At this time, the Company does not have a formal policy with respect to the timing of granting equity awards.
24
Elective Deferred Compensation Plan
Lam Research maintains a non-qualified deferred compensation plan, the Elective Deferred Compensation
Plan (the “EDCP”), which allows eligible employees, including executive officers, to voluntarily defer receipt
of all or a portion of his/her salary and all or a portion of a bonus payment until the date or dates elected by
the participant, thereby allowing the participating employee to defer taxation on such amounts. The EDCP is
offered to eligible employees, including the named executive officers, in order to allow them to defer more
compensation than they would otherwise be permitted to defer under a tax-qualified retirement plan, such as
The Lam Research Corporation Employee Savings Plus Plan (the “401(k) Plan”). Further, Lam Research offers
the EDCP as a competitive practice to enable it to attract and retain top talent.
The EDCP is evaluated by the human resources group for competitiveness in the marketplace from time to
time, but the level of benefits provided is not typically taken into account in determining an executive’s overall
compensation package for a particular year due to its conservative nature.
Retirement Benefits Under the 401(k) Plan and Not-Generally-Available Benefit Programs
Each of Lam Research’s named executive officers is eligible for additional benefits generally available
to Company employees such as matching contributions to Lam Research’s 401(k) plan and medical coverage
benefits. Lam Research also provides additional benefits to its named executive officers that are not generally
available to other Company employees, including the payment of term life insurance premiums, payment of
medical co-insurance premiums and matching contributions to the EDCP in lieu of decreased contributions
that would otherwise have been made had such EDCP deferrals not been made. The amount of the Company
EDCP contribution that is not generally available to other Company employees is shown in the “All Other
Compensation Table” below.
25
Accounting and Tax Considerations
Section 162(m). In determining which elements of compensation are to be paid, and how they are
weighted, Lam Research also takes into account whether a particular form of compensation will be considered
“performance-based” compensation for purposes of Section 162(m) of the Internal Revenue Code. Under
Section 162(m), Lam Research generally receives a federal income tax deduction for compensation paid to
any of its named executive officers only if the compensation is less than $1 million during any fiscal year or is
“performance-based” under Section 162(m). In 2004, Lam Research adopted the EIP with a structure intended
to provide for the tax deductibility of awards granted under the EIP. Accordingly, during fiscal 2007, the annual
incentive awards granted to Mr. Newberry and to the greatest extent possible, all MYIP grants to Mr. Newberry
and the other named executive officers were granted under Lam Research’s EIP. In November 2006, our
stockholders approved an amendment to the EIP that increased the amount of cash awards that may be paid to
any one participant in respect of achievement of performance goals for any twelve-month period to $12 million.
Prior to the amendment, the maximum amount of awards that could be paid to a participant in a twelve-month
period and qualify for deductibility under Section 162(m) was $2 million. Accordingly, we expect that all MYIP
grants made after passage of the amendment will qualify for deductibility under Section 162(m). The prior
$2 million limit for deductibility will likely apply to performance periods under grants prior to the amendment.
The Committee currently intends to continue to seek a tax deduction for all of Lam Research’s executive
compensation, to the extent it determines it is in the best interests of Lam Research.
Section 409A. To assist in the avoidance of additional tax under Section 409A of the Internal Revenue
Code, Lam structured the MYIP and the EDCP, and structures its equity awards, in a manner intended to comply
with the applicable Section 409A requirements.
As a result of the Company’s voluntary review of its historical stock option granting process and conclusions
reached by the Company, on March 30, 2008, the Board authorized the Company (i) to satisfy the potential Section
409A liability to current and past employees (including the named executive officers) arising as a result of their
exercise of misdated stock options, which vested after December 31, 2004, in 2006 or 2007 (“misdated options”)
and, as applicable, similar state tax laws, inclusive of applicable penalties and interest (collectively, the “409A
Liability”), and (ii) if necessary, to compensate such employees (including the named executive officers) for the
additional tax liability associated with the Company’s assumption of the 409A Liability (“gross-up payment”).
The estimated 409A Liability is calculated on the entire amount of income recognized by the executive as a
result of the exercise of the misdated 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
For more information regarding the Company’s voluntary review into its historical stock option granting
process, please read the Company’s Form 10-K for the year ended June 24, 2007, filed on March 31, 2008.
For more information regarding the 409A Liability, please read the Company’s Form 8-K filed on
April 2, 2008.
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.
Mr. Hariri received taxable income in fiscal year 2007 on the tax payments made on Mr. Hariri’s behalf by the
Company to compensate for the difference in income tax liabilities resulting from an expatriate assignment.
26
Summary Compensation Table
Change in
Pension Value
and Nonqualified
Stock Option Non-Equity Deferred All Other
Name and Fiscal Awards Awards Incentive Plan Compensation Compensation
Principal Position Year Salary Bonus (3) (4) Compensation Earnings (11) (12) Total
Stephen G. Newberry. . . 2007 $759,039 $ — $ — $ 3,013 $7,588,859 (5)
$808 $19,602 $8,371,321
Chief Executive Officer
and President
Martin B. Anstice. . . . . . 2007 353,077 — — 479 4,189,847(6) — 26,397 4,569,800
Senior Vice President,
Chief Financial Officer
Ernest E. Maddock. . . . . 2007 383,174 — — 2,681 3,369,508(7) 3 21,429 3,776,795
Senior Vice President,
Global Operations
Abdi Hariri. . . . . . . . . . . 2007 283,173 — — 1,028 2,728,276(8) 66 26,987 3,039,530
Group Vice President,
Customer Support
Business Group
Richard A. Gottscho. . . . 2007 327,692 — 747,356 1,194 419,207(9) 729 24,621 1,520,799
Group Vice President and
General Manager,
Etch Businesses
Nicolas J. Bright(1). . . . . . 2007 456,250 787,500(2) — 7,712 1,925,690(10) 633 26,463 3,204,248
Executive Vice President
of Products
Salary, bonus, and non-equity incentive plan compensation above includes amounts earned in 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 amounts listed as “Executive Contributions” in the “Non-Qualified Deferred
Compensation Table” below represent contributions on amounts earned during fiscal year 2007 and disclosed in
the Summary Compensation Table above.
(1)
Mr. Bright was the Company’s Executive Vice President, Regional Business & Global Products until his
transition to his present, non-Section 16 officer position on March 1, 2007.
(2)
In March 2007, in connection with Mr. Bright’s transition to his current position with Lam Research, the
Committee approved, and the Company and Mr. Bright entered into; an arrangement whereby Mr. Bright
will at minimum receive the target incentive amount established for his 2007 calendar year performance
under the Company’s 2007 MYIP provided that Mr. Bright remained employed by Lam Research through
a vesting date of March 1, 2008. The $787,500 above represents the amount attributable to fiscal year 2007
under this arrangement.
(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 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 2007 and prior to fiscal 2007.
(4)
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
prior to fiscal 2007. These compensation expenses reflect option awards granted during fiscal year 2002.
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.
27
(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 $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 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.
(7)
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 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.
(8)
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 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.
(9)
Represents $419,207 earned by Mr. Gottscho pursuant to his 2006 annual incentive award.
(10)
Represents $744,543 earned by Mr. Bright pursuant to this 2006 annual incentive award and $1,181,147
accrued on Mr. Bright’s behalf during fiscal 2007 under the 2006 MYIP.
(11)
Reflects interest earned on deferred compensation, to the extent that the interest rate exceeded 120% of the
applicable federal long-term rate.
(12)
Please refer to the “All Other Compensation Table” which follows this table for additional information.
All Other Compensation Table
Company
Contribution
to the Elective
Deferred
Compensation
Company’s Plan in
Matching Company-paid lieu of matching Company-paid
Contributions to Term Life contributions Medical
Fiscal the Company’s Insurance to the Insurance Expatriate
Name Year 401(k) Plan Premiums (1) 401(k) Plan (2) Premiums (3) Income
Stephen G. Newberry. . . . . 2007 $ — $1,699 $ — $17,903 $ —
Martin B. Anstice. . . . . . . . 2007 6,927 442 1,125 17,903 —
Ernest E. Maddock. . . . . . . 2007 — 1,114 5,871 14,444 —
Abdi Hariri. . . . . . . . . . . . . 2007 2,498 1,114 3,147 17,903 2,325(4)
Richard A. Gottscho. . . . . . 2007 6,590 1,699 996 15,336 —
Nicolas J. Bright. . . . . . . . . 2007 8,027 1,479 — 16,957 —
(1)
The amount of the term life benefit is $1,000,000.
28
(2)
The Company provides to executives a contribution to the EDCP equal to any matching contributions into
the 401(k) that an executive would have been entitled to but did not receive as a result of compensation
deferrals into the EDCP.
(3)
Represents the value of medical coverage under Lam Research’s self-funded medical plan and insurance
premiums paid under Lam Research’s Executive Dental and Executive Medical Reimbursement Plans
provided to the named executive officers in fiscal year 2007
(4)
Represents taxable income to Mr. Hariri in fiscal year 2007 on the tax payments made on Mr. Hariri’s behalf
by the Company to compensate for the difference in income tax liabilities due to an expatriate assignment.
(1)
Represents awards granted under the 2007/2008 MYIP covering performance during calendar 2007 and
2008. Amounts shown are for performance over the two-year period.
(2)
Represents awards granted under the 2007 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.
(3)
These restricted stock units were granted on January 4, 2007. One-third of the awards vested or will vest on
April 15, 2008, August 1, 2008, and December 1, 2008, provided that Mr. Gottscho remains an employee
of the Company on each such date.
(4)
Represents the grant date fair value of the restricted stock units based upon the closing stock price of $51.92
per share on the grant date of January 4, 2007.
29
Outstanding Equity Awards at the End of Fiscal Year 2007
Option Awards Stock Awards
Equity
Equity Incentive
Incentive Plan Equity Incentive
Plan Awards: Plan Awards:
Number of Awards: Number Market Number of Market or
Number of Securities Number of of Shares Value Unearned Payout Value of
Securities Underlying Securities or Units of Shares or Shares, Unearned
Underlying Unexercised Underlying of Stock Units of Units Shares, Units or
Unexercised Options Unexercised Option Option That Have Stock That or Other Other Rights
Options (#) (#) Unearned Exercise Expiration Not Have Not Rights That That Have Not
Name Exercisable Unexercisable Options Price ($) Date Vested Vested ($) Have Not 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) — — $ 16.14 10/1/2011 — — — —
Ernest E. Maddock. . . . . . . . 2,050 (1)
— — $ 16.14 10/1/2011 — — — —
1,000(5) — — $ 22.79 12/24/2011 — — — —
28,800(6) — $ 22.05 2/27/2009 — — — —
Abdi Hariri. . . . . . . . . . . . . . 822 (1)
— — $ 16.14 10/1/2011 — — — —
1,000(1) — — $ 16.14 10/1/2011 — — — —
Richard A. Gottscho. . . . . . . — — — 8,400 (7)
$446,124 — —
— — — — — 32,000(8) $1,699,520
— — — 8,400(9) $446,124 — —
Nicolas J. Bright. . . . . . . . . . — — — — — — —
(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
February 27, 2003, 15,300 on February 27, 2004, 28,800 on February 27, 2005, and 28,800 on February 27, 2006.
(7)
These restricted stock units (RSUs) were granted on August 4, 2005. 100% of the RSUs vested on August 4, 2007.
(8)
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.
(9)
These restricted stock units (RSUs) were granted on January 4, 2007. 33.33% vested or will vest on April 15, 2008,
August 1, 2008 and December 1, 2008, provided that the person remains an employee on each such date.
30
Option Exercises and Stock Award Vesting During Fiscal Year 2007
Option Awards Stock Awards
Number of Number of
Shares Value Shares Value
Acquired on Realized on Acquired on Realized on
Name Exercise Exercise (1) Vesting Vesting
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,118 $ 72,294 — —
Nicolas J. Bright. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,949 $223,703
(1)
The value realized equals the difference between the option exercise price and the fair market value of Lam
Research’s Common Stock on the date of exercise, multiplied by the number of shares for which the option
was exercised.
Non-Qualified Deferred Compensation Table
Executive Registrant Aggregate Aggregate
Contributions Contributions Earnings in Aggregate Balance at
in Fiscal in Fiscal Fiscal Year Withdrawals/ Fiscal Year
Name Year 2007 (1) Year 2007 (2) 2007 (3) Distributions End 2007
Stephen G. Newberry. . . . . . . . . . . . . . . . . . $ — $— $ 55,478 $ — $ 993,275
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . $ 75,000 $— $ 35,888 $ — $ 236,202
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . $ 865,097 $— $214,259 $ — $2,403,690
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . $ 502,114 $— $124,146 $(422,549) $1,060,471
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . $ 90,803 $— $ 50,837 $ — $ 964,735
Nicolas J. Bright. . . . . . . . . . . . . . . . . . . . . . $ 644,543 $— $ 74,165 $ — $1,854,238
(1)
Under Lam Research’s EDCP, participants may defer up to 100% of base salary and/or bonus compensation.
The minimum deferral amount is $5,000 in any plan year. Deferral elections may be changed each year
during the fall enrollment period. The participants may elect to have their deferrals tracked to 16 variable
rate funds. Participants may establish up to 5 distribution accounts, each to begin payment in a specific year
or upon Retirement. Accounts must be elected at the time of enrollment. All amounts listed as “Executive
Contributions” in the table above represent contributions on amounts earned during fiscal year 2007 and
disclosed in the Summary Compensation Table above.
(2)
Amounts credited to the EDCP consist only of cash compensation that has been earned and payment
of which has been deferred by the participant. The amounts deferred under the EDCP are credited with
interest in the sum of (a) the yield-to-maturity of five-year U.S. Treasury notes plus (b) 1.50% or with gains
or losses that “mirror” the market performance of the funds selected by employees, net of management
fees and expenses. Lam Research generally may not take a deduction with respect to amounts deferred
under the EDCP until such amounts are paid out. However, in certain circumstances where an amount is
determinable by formula or otherwise fixed at year end and paid within two and one-half months of year
end, Lam Research may take a deduction before the amounts are paid.
(3)
The above-market or preferential earnings portion of these amounts are reported in the Summary
Compensation Table under the column entitled “Change in Pension Value and Nonqualified Deferred
Compensation Earnings.”
31
The Company first adopted a deferred compensation plan in 1994 (the “1994 Deferral Plan”).
The 1994 Deferral Plan remains in effect but was closed to further contributions as of December 31, 2004.
The Company adopted a new deferred compensation plan (the “EDCP”) effective January 1, 2005. Contributions
by eligible executives on or after January 1, 2005, will be maintained in the EDCP. Both Deferred Compensation
Plans are voluntary, non-tax-qualified, deferred compensation plans that encourage executives to save for
retirement. Under the Deferred Compensation Plans, participants were and are entitled to defer compensation
until retirement, death, other termination of employment, or until specified dates.
32
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 fifteen (15) months of his then-annual base compensation, and he will receive
annually any benefits under the Executive Retirement Medical Benefit 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 Benefit 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 twelve (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.
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 and Welfare Benefit
Continuation(1). . . . . . . . . . . . . . . . . . . . . $ 73,000 $ 73,000 $— $ 73,000 $73,000
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 73,000 $ 873,000 $— $1,073,000 $73,000
(1)
Assumes executive qualifies for Lam Research’s Executive Retirement Medical Benefit Plan and reflects
the most recent independent actuarial valuation of this benefit.
33
Bright Agreement
The employment agreement which the Company entered into with Mr. Bright effective August 1, 2003
(the “Bright Agreement”) provides that in the event of a change in control of the Company, subject to certain
conditions set forth in the Bright Agreement, or involuntary termination of Mr. Bright without cause (as defined
in the agreement), all unvested stock options granted to Mr. Bright will automatically be accelerated in full so
as to become fully vested. Mr. Bright will have two years from the date of termination in which to exercise
such options. Mr. Bright presently does not have any unvested or unexercised stock option grants but any new
grants to Mr. Bright would be subject to such provisions. If Mr. Bright’s employment is involuntarily terminated
without cause, he will be entitled to receive a lump sum payment equal to fifteen (15) months of his then-annual
base compensation, and any annual benefits under the Executive Retirement Medical Benefit plan for which he
qualifies following the date of termination. In the event of Mr. Bright’s death, his estate will be entitled to receive
an amount equal to his annual base salary payable in a lump sum. If Mr. Bright becomes disabled, he will be
entitled to receive his base salary for a period of twelve (12) months from the date disability is certified, as well
as any bonus earned prior to the effective date of disability.
Nicolas J. Bright
Executive Vice President of Products
Involuntary Termination
Executive Benefits and Voluntary Disability or For Not for Change in
Payments Upon Termination Termination Death Cause Cause Control
Compensation
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 500,000 $ — $625,000 $ —
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 and Welfare Benefit
Continuation(1). . . . . . . . . . . . . . . . . . . . . . $77,000 $ 77,000 $ — $ 77,000 $77,000
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $77,000 $ 577,000 $ — $702,000 $77,000
(1)
Assumes executive qualifies for Lam Research’s Executive Retirement Medical Benefit Plan and reflects
the most recent independent actuarial valuation of this benefit.
34
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
the $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; to the lump sum payment when
otherwise due; to continued annual medical benefits under the Executive Retirement Medical Benefit 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 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 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 Agreement, Mr. Bagley may not solicit any of the Company’s employees to become employed
by any other business enterprise.
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 Control
Compensation
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $2,500,000 $— $420,000 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 and Welfare Benefit
Continuation(1). . . . . . . . . . . . . . . . . . . . . . $ 44,000 $ 44,000 $— $ 44,000 $44,000
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,000 $2,544,000 $— $464,000 $44,000
(1)
Assumes executive qualifies for Lam Research’s Executive Retirement Medical Benefit Plan and reflects
the most recent independent actuarial valuation of this benefit.
(2)
Remains eligible for the $2.5 million lump sum payment, provided the conditions precedent described
above are fulfilled.
35
Non-Employee Director Compensation in Fiscal Year 2007
Change in
Pension
Value and
Nonqualified
Fees Earned Stock Non-Equity Deferred All Other
or Paid Awards (2), Option Incentive Plan Compensation Compensation
in Cash (3), (4) Awards Compensation Earnings (5) (6), (7) Total
Name ($) ($) ($) ($) ($) ($) ($)
David G. Arscott. . . . . . . . $ 46,000 $239,750 $— $— $ 68 $ — $285,818
Robert M. Berdahl . . . . . . $ 51,000 $239,750 $— $— $— $ — $290,750
Richard J. Elkus, Jr. . . . . . $ 49,000 $239,750 $— $— $— $ — $288,750
Jack R. Harris. . . . . . . . . . $ 46,000 $239,750 $— $— $— $ — $285,750
Grant M. Inman . . . . . . . . $ 49,000 $239,750 $— $— $— $ — $288,750
Catherine P. Lego. . . . . . . $ 46,000 $239,750 $— $— $— $ — $285,750
Seiichi Watanabe . . . . . . . $ 46,000 $379,676 $— $— $— $5,630 $431,306
Patricia S. Wolpert(1). . . . . $ 44,000 $207,064 $— $— $— $ — $251,064
(1)
Director Wolpert received a pro-rated annual cash retainer equal to $18,000 during fiscal year 2007,
in recognition of her services as a director during a portion of calendar year 2006, for which she had
not previously received cash compensation. Ms. Wolpert was granted 2,500 restricted shares on
December 5, 2006. The shares vested on August 14, 2007.
(2)
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 will vest on June 10, 2008, with receipt deferred until
August 1, 2008.
(3)
Each Director (excluding Mr. Watanabe and Ms. Wolpert) received a grant of 5,000 restricted shares on
January 31, 2006 based on the closing price of the Company’s Common Stock of $46.43. The units vested
on January 31, 2007.
(4)
Mr. Watanabe was granted 10,000 restricted shares on January 31, 2006 based on the closing price of the
Company’s Common Stock of $46.43. The units vested on January 31, 2007.
(5)
Reflects interest earned in fiscal year 2007 on deferred compensation, to the extent that the interest rate
exceeded 120% of the applicable federal long-term rate.
(6)
Value of fees for visa and immigration services provided to Dr. Watanabe in fiscal year 2007.
(7)
Value of fees for tax services provided to Dr. Watanabe in fiscal year 2007.
For a narrative description of the Company’s annual compensation of non-employee directors, see the
section above captioned “Director Compensation.”
In addition, former members of Lam’s Board of Directors can participate in the Company’s Executive
Retirement Medical Benefit Plan if they meet the eligibility requirements. Lam Research’s accumulated
post-retirement benefit obligation for the eligible directors under SFAS No. 106 is shown below:
Name FY 2007
David G. Arscott. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51,000
Robert M. Berdahl . . . . . . . . . . . . . . . . . . . . . . . . . . . $41,000
Richard J. Elkus, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . $38,000
Jack R. Harris. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $47,000
Catherine P. Lego. . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,000
36
COMPENSATION COMMITTEE REPORT
The purposes of the Compensation Committee are to assist the Board in the discharge of its responsibilities
with respect to compensation for the Company’s executive officers and independent directors, report annually
to the Company’s stockholders on executive compensation matters, administer the Company’s equity-based
compensation plans, and take or cause to be taken such other actions and address such other matters as the Board
may from time to time authorize the Committee to undertake or assume responsibility.
The Compensation Committee has reviewed and discussed with Management the Compensation
Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on these reviews and discussions,
the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this Proxy Statement.
The Compensation Committee was composed of the following independent non-employee directors during
fiscal year 2007, and remains so composed as of the date of this Proxy Statement: Directors Berdahl, Elkus,
Harris, and Wolpert.
COMPENSATION COMMITTEE
Robert M. Berdahl
Richard J. Elkus, Jr.
Jack R. Harris
Patricia S. Wolpert
37
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 2007 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 24, 2007, 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 24, 2007, 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 management’s assessment of and 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 2007 Annual Report on Form 10-K for the
fiscal year ended June 24, 2007, 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.
AUDIT COMMITTEE
David G. Arscott
Grant M. Inman
Catherine P. Lego
Seiichi Watanabe
38
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.”
(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 2007 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 2007.
39
COMPARATIVE STOCK PERFORMANCE
Pursuant to recent changes in SEC rules and regulations regarding disclosure of comparative stock
performance information, please refer to Item 5, “Market for Registrant’s Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities,” in the accompanying Report on Form 10-K, for a chart of
the Company’s comparative stock performance.
(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.
Pursuant to the provisions of the 1997 Plan approved by the Company’s stockholders, the number of shares
reserved for issuance under the plan will automatically be increased each calendar quarter if and to the
extent necessary to provide that the ratio of (a) the number of shares reserved for issuance under all of the
Company’s stock-based incentive plans to (b) the total number of shares of Lam Research Common Stock
outstanding on a fully-diluted basis will be equal to 18.5%; provided, that the number of shares reserved
for issuance under the Lam 1997 Stock Plan will in no event exceed fifteen million shares. During fiscal
year 2007, there were no additional amounts reserved for issuance.
(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 3,313,227 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.
(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.
40
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.
41
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 2007 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.
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.
George M. Schisler, Jr.
Secretary
Fremont, California
Dated: May 10, 2008
42
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 24, 2007
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
Page
Explanatory Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Part I.
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 1B. Unresolved Staff Comments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Part II.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. . 37
Item 7A. Quantitative and Qualitative Disclosures about Market Risk. . . . . . . . . . . . . . . . . . . . . . . . . . 60
Item 8. Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . 62
Item 9A. Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Item 9B. Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Part III.
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Item 13. Certain Relationships and Related Transactions, and Director Independence. . . . . . . . . . . . . 95
Item 14. Principal Accounting Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Part IV.
Item 15. Exhibits, Financial Statement Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
. Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
.Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
1
.EXHIBIT 3.2
.EXHIBIT 10.117
.EXHIBIT 10.118
.EXHIBIT 10.119
.EXHIBIT 10.120
.EXHIBIT 10.121
.EXHIBIT 10.122
.EXHIBIT 10.123
.EXHIBIT 10.124
.EXHIBIT 10.125
.EXHIBIT 10.126
.EXHIBIT 10.127
.EXHIBIT 10.128
.EXHIBIT 10.129
.EXHIBIT 10.130
.EXHIBIT 10.131
.EXHIBIT 10.132
.EXHIBIT 10.133
.EXHIBIT 10.134
.EXHIBIT 10.135
.EXHIBIT 10.136
.EXHIBIT 10.137
.EXHIBIT 10.138
.EXHIBIT 10.139
.EXHIBIT 10.140
.EXHIBIT 10.141
.EXHIBIT 10.142
.EXHIBIT 21
.EXHIBIT 23.1
.EXHIBIT 31.1
.EXHIBIT 31.2
.EXHIBIT 32.1
.EXHIBIT 32.2
2
Explanatory Note
In this Annual Report on Form 10-K as of and for the year ended June 24, 2007 (the “2007 Form 10-K”), Lam
Research Corporation, a Delaware corporation (“Lam Research” or “the Company”), is restating its consolidated
balance sheet as of June 25, 2006 and the related consolidated statements of operations, stockholders’ equity,
and cash flows for the years ended June 25, 2006 and June 26, 2005, as a result of a voluntary independent stock
option review described below. The Company also recorded adjustments affecting previously-reported financial
statements for fiscal years 1997 through 2004, the effects of which are summarized in cumulative adjustments
to additional paid-in capital, deferred stock-based compensation, and retained earnings as of June 27, 2004. In
addition, the Company is restating the unaudited quarterly condensed financial statements for interim periods
of fiscal year 2006, and unaudited condensed balance sheets as of March 25, 2007, December 24, 2006 and
September 24, 2006. There was no effect of the restatement on the consolidated statements of operations for the
first three quarters of fiscal year 2007.
On July 18, 2007, the Company announced that its Board of Directors had initiated a voluntary independent
review regarding the timing of the Company’s past stock option grants and other related issues. The voluntary
internal review arose after the Company’s independent registered public accounting firm performed auditing
procedures relating to the Company’s historical stock option grant programs and procedures as part of the firm’s
fiscal year-end 2007 audit. The Board of Directors appointed a special committee consisting of two independent
board members (the “Independent Committee”) to conduct a comprehensive review of the Company’s historical
stock option practices. The Independent Committee promptly engaged independent outside legal counsel
and forensic accountants to assist with the review. On December 21, 2007, the Company announced that the
Independent Committee had reached a preliminary conclusion that the actual measurement dates for financial
accounting purposes of certain stock option grants issued in the past differed from the recorded grant dates of
such awards. Upon the recommendation of management and the Independent Committee, the Audit Committee
of the Board of Directors concluded that the financial statements for fiscal years 1997 through 2005, and the
interim periods contained therein should no longer be relied upon. The Independent Committee’s review was
completed in February 2008.
The review covered stock option grants awarded in fiscal years 1997 through 2005 (the “Review Period”).
The scope of the review included evaluating 100% of “Company-wide” grants, director grants, Section 16 officer
grants, and new hire grants, as well as a sampling of grants deemed “other grants”, representing approximately
94% of all stock option grants during the Review Period. This Review Period comprised approximately 16,000
separate stock option grants on approximately 500 separately recorded grant dates. These grants involved
approximately 58 million underlying shares of Common Stock and included grants to domestic and international
employees. Share amounts have been adjusted as applicable to reflect the March 2000 3-for-1 stock split. The
Independent Committee’s review also included procedures to identify potential modifications of stock option
grants and grants awarded to consultants, and testing of cash exercises. The Company had not awarded any
Company-wide stock option grants since October 2002 and stopped issuing stock option grants during fiscal
year 2005 and only issued restricted stock units (“RSUs”) thereafter. The Independent Committee did not include
fiscal years 2006 and 2007 in the scope of its review based on several factors including but not limited to the
fact that the Company only issued RSUs after fiscal year 2005 and the Company’s equity granting processes
and controls had been documented and tested as part of its assessment of the operating effectiveness of internal
control over financial reporting as required by Section 404 of the Sarbanes Oxley Act of 2002. Additionally, no
information arose during the stock option review that would indicate a need to expand the scope of the review
to include other periods.
Consistent with applicable accounting literature and guidance from the SEC staff, the Company organized
the grants during the review period into categories based on the grant type and the process by which the grant
was finalized. The Company analyzed the evidence from the Independent Committee’s review related to each
category including, but not limited to, physical documents, electronic documents, and underlying electronic data
about documents. Based on the relevant facts and circumstances, the Company applied the applicable accounting
standards to determine, for grants within each category, the proper measurement date. If the measurement date
was not the originally recorded grant date, accounting adjustments were made as required, resulting in stock-
based compensation expense and related tax effects. The significant majority of the measurement date changes
3
result from stock options granted prior to fiscal year 2003. As a result of the findings of the review, the Company
has recognized incremental stock-based compensation and associated payroll tax expense of $96.4 million
on a pre-tax basis ($65.8 million after taxes) in the aggregate during fiscal years 1997 through 2006 which
includes incremental stock-based compensation expense of $1.2 million recognized in accordance with Financial
Accounting Standards No. 123 (revised), “Share-Based Payment” (“SFAS No. 123R”) during fiscal year 2006.
The Independent Committee also concluded that there was no intentional misconduct on the part of
Company management or the Company’s independent directors. During its review of the Company’s historical
stock option practices, the Independent Committee did not find evidence of any other financial reporting or
accounting issues unrelated to stock-based compensation.
The Company determined revised measurement dates for approximately 33 million options granted during
fiscal year 1997 to March 2005. The additional aggregate stock-based compensation expense noted above is net
of forfeitures related to employee terminations. To determine revised measurement dates, management evaluated
all of the available evidence. For those grants where the revised measurement date could not be determined with
certainty, management applied judgment to determine what it believes to be the most appropriate measurement
date in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued
to Employees” (“APB No. 25”) and other applicable accounting rules, and considered the amount of additional
compensation expense that could result had different dates been selected. For a broader discussion of the judgments
underlying the revised measurement dates, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in Item 7 of this 2007 Form 10-K. The adjustments relating to these option grants
did not affect the Company’s previously reported revenue, cash, cash equivalents or short-term investments and
relate exclusively to the Company’s historical stock option granting practices. This restatement is 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. This 2007 Form 10-K also reflects the restatement of “Selected Financial Data” in Item 6 as of and for
the years ended June 25, 2006, June 26, 2005, June 27, 2004, and June 29, 2003.
Financial information included in the reports on Form 10-K, Form 10-Q and Form 8-K filed or furnished by
Lam Research prior to January 24, 2008, and the related opinions of its independent registered public accounting
firm and all earnings press releases and similar communications issued by the Company prior to January 24,
2008 are superseded in their entirety by this 2007 Form 10-K and other reports on Form 10-Q and Form 8-K
filed by the Company with the Securities and Exchange Commission on or after January 24, 2008.
4
PART I
Item 1. Business
Lam Research Corporation (“Lam Research,” “we,” or the “Company”) was founded in 1980 and is
headquartered in Fremont, California. The mailing address for our principal executive offices is 4650 Cushing
Parkway, Fremont, California 94538, and our telephone number is (510) 572-0200. Additional information about
Lam Research is available on our web site at http://www.lamresearch.com. Our Forms 10-K, Forms 10-Q, and
Forms 8-K are available online at the Securities and Exchange Commission (SEC) web site on the Internet. The
address of that site is http://www.sec.gov. We also make available free of charge the Forms 10-K, Forms 10-Q,
and Forms 8-K and any amendments to those reports on our corporate web site at http://www.lamresearch.com
as soon as reasonably practicable after we file them with or furnish them to the SEC.
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 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.
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. Lam Research etch products selectively
remove portions of various films from the wafer in the creation of semiconductors 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, metal, or
polysilicon material and produce the finely delineated features and patterns of an integrated circuit.
5
Advanced integrated circuit manufacturing requires etch systems capable of creating structures for the
45 nanometer (nm) and below technology nodes. At this time, memory manufacturers are transitioning from
aluminum to copper conductive lines, while leading logic manufacturers are progressing with the implementation
of more fragile dielectric insulating materials (low-κ and porous low-κ). Semiconductor manufacturers continue
to require more precise control over the etching process in order to accommodate decreasing linewidths and
increasing wafer diameters. Lam Research etch products and services are defined around the 2300® etch series.
Patterning Process
During semiconductor device manufacturing, lithography processes establish the templates for patterns to
be created during subsequent etch processes.
Patterning Products
2300® Motif ™ system. The 2300 Motif is a post-lithography pattern enhancement system that enables
the creation of features as small as 10 nm by using plasma-based technology to deposit a thin film on printed
photoresist holes and spaces. The film is created by applying multiple short etch-deposition cycles until the
target feature size is achieved. This capability addresses a customer technology need for a solution enabling the
creation of features two to three generations ahead of lithography. The system also simplifies optical proximity
correction by improving the lithography profile and provides a cost-effective approach to extending lithography
tool sets in select applications.
6
Clean Process
The manufacture of semiconductor devices involves a series of processes such as etch and deposition,
which leave particles and residues. The wafer must generally be cleaned following these steps to remove residues
that could degrade device performance. Common wafer cleaning steps include post-etch/post-strip cleans and
pre-diffusion/pre-deposition cleans (also referred to as “critical cleans”), during which the wafer surface is
prepared for subsequent diffusion/deposition steps.
For 65 nm technologies and below, defects transferred from the wafer edge bevel can significantly limit
device yield. During device patterning, complex interactions of film deposition, lithography, etching, and
chemical mechanical polishing (CMP) result in a wide range of unstable film stacks on the wafer edge. In
subsequent process steps these film layers can produce defects that are transported to the device area of the
wafer, and residues need to be removed from the wafer edge to eliminate these defect sources.
7
Marketing, Sales, and Service
Our marketing, sales, and service efforts are focused on building long-term relationships with our customers
and targeting product and service solutions designed to meet our customers’ needs. These efforts are supported
by a team of product marketing and sales professionals as well as equipment and process engineers who work
closely with individual customers to develop solutions for their wafer processing needs. We maintain ongoing
service relationships with our customers and have an extensive network of field service engineers in place
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,
not to exceed 14 months from shipment of the system to the customer. 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.
Export 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. There can be no assurance that any of these factors will not 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 24, June 25, June 26,
2007 2006 2005
(in thousands)
Revenue:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 408,631 $ 238,009 $ 234,112
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237,716 208,369 184,014
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 451,487 193,181 292,501
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 573,875 277,731 289,532
Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 531,310 366,939 280,605
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,557 357,942 221,689
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . $2,566,576 $ 1,642,171 $1,502,453
Please see Note 21, “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 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. In fiscal year 2005,
revenues from Samsung Electronics Company, Ltd., accounted for approximately 13% 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.
8
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 24, 2007 and June 25, 2006, our backlog was approximately $643 million and $521 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 16 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.
9
Employees
As of March 10, 2008, we had approximately 3,000 regular full-time employees.
Each of our employees is required to sign an agreement to maintain the confidentiality of our proprietary
information. All employees are required to sign an acknowledgement that they have read and agree to abide by a
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. 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.
10
Recent Acquisitions
During the quarter ended December 24, 2006, we acquired the U.S. silicon growing and silicon fabrication
assets of Bullen Ultrasonics, Inc. We were the largest customer of the Bullen Ultrasonics silicon business. The
silicon business has become a division of Lam Research post-acquisition.
The acquisition includes 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 has not yet occurred as
of the date of this filing. 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. We will pay the $2.5 million purchase price for the Suzhou assets upon the receipt of the approvals
and satisfaction of conditions noted above.
The acquisition supports the competitive position and capability primarily of our dielectric Etch products
by providing access to and control of critical intellectual property and manufacturing technology related to the
production of silicon parts in our processing chambers. We funded the purchase price of the acquisition with
existing cash resources.
See the description of our acquisition of SEZ Holding AG under the heading “Subsequent Events” in
Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this 2007
Form 10-K.
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.
11
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
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 & 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 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.
12
Item 1A. Risk Factors
In addition to the other information in this 2007 Form 10-K, the following risk factors should be carefully
considered in evaluating the Company and its business because such factors may significantly impact our business,
operating results, and financial condition. As a result of these risk factors, as well as other risks discussed in our
other SEC filings, our actual results could differ materially from those projected in any forward-looking statements.
No priority or significance is intended, nor should be attached, to the order in which the risk factors appear.
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 expect to amortize less
than $0.1 million of compensation expense under Financial Accounting Standards No. 123 (revised), “Share-
Based Payment” (“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 will 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 currently estimated
to be in the range of approximately $50 million to $55 million. Such actions 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 this
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 government inquiries,
shareholder derivative and class action lawsuits and other legal proceedings relating to our historical stock option
practices and resulting restatements in the future. We have received a letter from a stockholder demanding that
our Board of Directors take certain actions, including potentially legal action, in connection with our historical
stock option practices, and threatening to sue if our Board of Directors does not comply with the stockholder’s
demands. Our Board of Directors is currently reviewing the letter. 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.
13
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
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 and delisting of our Common
Stock from the NASDAQ Global Select Market. 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 Have not Been in Compliance With SEC Reporting Requirements and NASDAQ Listing Requirements.
If We are Unable to Attain Compliance With, or Thereafter Remain in Compliance With SEC Reporting
Requirements and NASDAQ Listing Requirements, 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, we have not been able to file our periodic reports with the
SEC on a timely basis and continue to face the possibility of delisting of our stock from the NASDAQ Global
Select Market. We have now filed this 2007 Form 10-K and we believe that this filing, together with the expected
filing of the Quarterly Report on Form 10-Q as of and for the quarter ended September 23, 2007 (the “First
Quarter 2008 Form 10-Q”) and the Quarterly Report on Form 10-Q as of and for the quarter ended December 23,
2007 (the “Second Quarter 2008 Form 10-Q”) with the SEC will remediate the Company’s non-compliance
with Marketplace Rule 4310(c) (14), subject to the affirmative completion by the NASDAQ Stock Market Inc.
(“NASDAQ”) of its compliance protocols and its notification to the Company accordingly. However, if NASDAQ
disagrees with the Company’s position or if the SEC disagrees with the manner in which the financial impact of
past stock option grants have been accounted for and reported, or not reported, there could be further delays in
filing subsequent SEC reports or other actions that might result in delisting of the Company’s Common Stock
from the NASDAQ Global Select Market.
See the “Explanatory Note” immediately preceding Part I, Item 1 and Note 3, “Restatements of Consolidated
Financial Statements,” to Consolidated Financial Statements of this 2007 10-K for further discussion. Until
we have returned to full compliance with SEC reporting requirements and NASDAQ listing requirements,
the possibility of a NASDAQ delisting exists. If this happens, the price of our stock and the ability of our
stockholders to trade in our stock would be adversely affected. In addition, we would be subject to a number
of restrictions regarding the registration of our stock under federal securities laws, and we would not be able to
allow our employees to exercise their outstanding options, which could adversely affect our business and results
of operations.
As a result of the delayed filings of our Quarterly Report on Form 10-Q for the quarters ended September 23,
2007 and December 23, 2007, as well as of this 2007 Form 10-K, we will be ineligible to register our securities
on Form S-3 for sale by us or resale by others until one year from the date the last delinquent filing is 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.
14
It may be Difficult or More Costly to Obtain Director and Officer Liability Insurance Coverage as a Result
of Our Stock Option Restatement.
The issues arising from our restatement may make it more difficult to obtain director and officer liability
insurance coverage in the future. If we are able to obtain this coverage, it could be significantly more costly
than in the past, which could have an adverse effect on our financial results and cash flow. If we are unable
to secure appropriate director and officer liability insurance coverage on reasonable terms, our directors and
officers could face increased risks of personal liability in connection with the performance of their duties. In
that event, we believe we could have difficulty attracting and retaining qualified directors and officers, which
could adversely affect our business.
• 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;
15
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 typically 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.
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
16
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:
• a decline in demand for even a limited number of our products;
• export restrictions or other regulatory or legislative actions which limit our ability to sell those
products to key customer or market segments;
17
several of our suppliers are relatively new providers to us so that our experience with them and their performance
is limited. Where practical, our intent is to establish alternative sources to mitigate the risk that the failure of
any single supplier will adversely affect our business. Nevertheless, a prolonged inability to obtain certain
components could impair our ability to ship products, lower our revenues and thus adversely affect our operating
results and result in damage to our customer relationships.
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
18
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.
Our Future Success Depends on International Sales and the Management of Global Operations
Non-U.S. sales accounted for approximately 84% in fiscal year 2007, 86% in fiscal year 2006 and 84% in
fiscal year 2005 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:
• 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 in
Japan that are denominated in Japanese yen, certain of our spares and service contracts which are denominated
in other 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 where we currently believe our primary exposure to currency rate fluctuation lies and will 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 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.
19
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 Holding AG, 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
20
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 or earnings from levels 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.
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.
21
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” or the “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 24, 2007. 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 Firm and Lam Research that, in the Firm’s professional judgment, might have
a bearing on the Firm’s independence with respect to us. If, for whatever reason, 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.
22
Item 1B. Unresolved Staff Comments
None.
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 2008 to 2014. These leases generally include options to
renew or purchase the facilities. Please see additional information under the heading “Subsequent Events” in Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this 2007 Form 10-K
regarding renewal of these leases and entry into additional leases. 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 a manufacturing facility located in Eaton, Ohio. Our fiscal year 2007 rental payments 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.
23
PART II
Item 5. arket for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
M
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.
In October 2004, we announced that our Board of Directors had authorized the repurchase of up to
$250 million of our Common Stock from the public market or in private purchases. The terms of the repurchase
program permitted us to repurchase shares through September 30, 2007. In August 2005, we announced that
our Board of Directors had authorized the repurchase of an additional $500 million of our Common Stock from
the public market or private purchase. The terms of the repurchase program permitted us to repurchase shares
through September 30, 2008. In February 2007, we announced that our Board of Directors had authorized the
repurchase of up to an additional $750 million of our Common Stock from the public market or private purchase.
The terms of the repurchase program permitted us to repurchase shares at a pace determined by management.
We completed the repurchase of all amounts available under our share repurchase authorizations during the
quarter ended June 24, 2007. Share repurchases under the authorizations were as follows:
Total Number of
Shares Purchased Remaining Amount
Total Number Average as Part of Available Under
of Shares Price Paid Publicly Announced the Repurchase
Period Repurchased (1) per Share Plans or Programs Programs
(in thousands, except per share data)
As of June 25, 2006 . . . . . . . . . . . . . . . . . . . . . . . . 12,833 $ 32.59 12,833 $ 331,708
Quarter Ending September 24, 2006 . . . . . . . . . . . 27 40.20 — $ 331,708
Quarter Ending December 24, 2006 . . . . . . . . . . . 1,452 51.83 1,447 $ 256,696
Additional authorization of up to $750 million
— February 23, 2007 . . . . . . . . . . . . . . . . . . . . — — — $1,006,696
Quarter Ending March 25, 2007 . . . . . . . . . . . . . . . 5,221 45.78 5,214 $ 768,006
March 26, 2007 - April 22, 2007 . . . . . . . . . . . . . . 2,493 50.41 2,490 $ 642,458
April 23, 2007 - May 20, 2007 . . . . . . . . . . . . . . . . 7,842 53.86 7,841 $ 220,135
May 21, 2007 - June 24, 2007 . . . . . . . . . . . . . . . . . 4,168 52.86 4,164 $ —
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,036 $ 44.13 33,989
(1) In addition to shares repurchased under Board authorized repurchase programs and included in this column
are approximately 47,000 shares which the Company withheld through net share settlements during fiscal
year 2007 upon the vesting of restricted stock unit awards under the Company’s equity compensation plans
to cover tax withholding obligations.
24
The following graph compares the cumulative five-year total return to stockholders on Lam Research’s
Common Stock relative to the cumulative total returns of the NASDAQ Composite Index and the RDG
Semiconductor Composite Index. An assumed investment of $100 (with reinvestment of all dividends) is to have
been made in our Common Stock and in each of the indices on June 30, 2002 and its relative performance is
tracked through June 30, 2007.
25
Item 6. Selected Financial Data
The following tables include selected summary financial data for each of our last five fiscal years. As discussed
in Note 3, “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements, our selected
financial data as of and for the years ended June 25, 2006, June 26, 2005, June 27, 2004, and June 29, 2003, have
been restated to correct our past accounting for stock option grants and other related adjustments. These data should
be read in conjunction with Item 8, “Financial Statements and Supplementary Data”, and Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in this 2007 Form 10-K.
Year Ended
June 24, June 25, June 26, June 27, June 29,
2007 2006 2005 2004 2003
As reported As reported As reported As reported
(in thousands, except per share data)
OPERATIONS:
Total revenue . . . . . . . . . . . . . . . . . . . . . $ 2,566,576 $ 1,642,171 $ 1,502,453 $ 935,946 $ 755,234
Gross margin . . . . . . . . . . . . . . . . . . . . 1,305,054 827,394 764,092 431,049 303,829
Restructuring charges, net . . . . . . . . . . — — 14,201 8,327 15,901
Operating income (loss) . . . . . . . . . . . . 778,660 406,265 391,002 106,180 (5,385)
Loss on equity derivative contracts in
Company stock (EITF 00-19) . . . . . — — — — (16,407)
Net income (loss) . . . . . . . . . . . . . . . . . 685,816 335,755 299,341 82,988 (7,739)
Net income (loss) per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . $ 4.94 $ 2.42 $ 2.17 $ 0.63 $ (0.06)
Diluted . . . . . . . . . . . . . . . . . . . . . . . $ 4.85 $ 2.34 $ 2.10 $ 0.59 $ (0.06)
BALANCE SHEET:
Working capital . . . . . . . . . . . . . . . . . . . $ 743,563 $ 1,140,143 $ 865,703 $ 519,782 $ 655,794
Total assets . . . . . . . . . . . . . . . . . . . . . . 2,101,605 2,313,344 1,448,815 1,198,626 1,198,275
Long-term obligations, less current
portion . . . . . . . . . . . . . . . . . . . . . . . 252,487 350,969 2,786 9,554 332,209
Year Ended
June 24, June 25, June 26, June 27, June 29,
2007 2006 2005 2004 2003
Adjustments Adjustments Adjustments Adjustments
(in thousands, except per share data)
OPERATIONS:
Total revenue. . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ — $ —
Gross margin . . . . . . . . . . . . . . . . . . . . . — (382) (628) (946) (2,749)
Restructuring charges, net. . . . . . . . . . . — — — — —
Operating income (loss). . . . . . . . . . . . . — (1,497) (2,860) (9,387) (15,384)
Loss on equity derivative contracts in
Company stock (EITF 00-19). . . . . . — — — — —
Net income (loss) . . . . . . . . . . . . . . . . . . — (545) (2,089) (5,502) (10,442)
Net income (loss) per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ (0.00) $ (0.02) $ (0.04) $ (0.08)
Diluted. . . . . . . . . . . . . . . . . . . . . . . . $ — $ (0.00) $ (0.01) $ (0.04) $ (0.08)
BALANCE SHEET:
Working capital. . . . . . . . . . . . . . . . . . . . $ — $ (1,423) $(28,333) $(20,416) $(16,923)
Total assets. . . . . . . . . . . . . . . . . . . . . . . — 14,038 23,534 23,492 20,043
Long-term obligations, less current
portion. . . . . . . . . . . . . . . . . . . . . . . . — — — — —
26
See the “Explanatory Note” immediately preceding Part I, Item 1 and Note 3, “Restatement of Consolidated
Financial Statements” to Consolidated Financial Statements in Item 8 for an explanation of these adjustments.
Year Ended
June 24, June 25, June 26, June 27, June 29,
2007 2006 2005 2004 2003
As restated As restated As restated As restated
(in thousands, except per share data)
OPERATIONS:
Total revenue . . . . . . . . . . . . . . . . . . . . . $ 2,566,576 $ 1,642,171 $ 1,502,453 $ 935,946 $ 755,234
Gross margin . . . . . . . . . . . . . . . . . . . . 1,305,054 827,012 763,464 430,103 301,080
Restructuring charges, net(1) . . . . . . . . — — 14,201 8,327 15,901
Operating income (loss)(2) . . . . . . . . . . 778,660 404,768 388,142 96,793 (20,769)
Loss on equity derivative contracts in
Company stock (EITF 00-19) . . . . . — — — — (16,407)
Net income (loss) . . . . . . . . . . . . . . . . . 685,816 335,210 297,252 77,486 (18,181)
Net income (loss) per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . $ 4.94 $ 2.42 $ 2.16 $ 0.59 $ (0.14)
Diluted(3) . . . . . . . . . . . . . . . . . . . . $ 4.85 $ 2.33 $ 2.09 $ 0.54 $ (0.14)
BALANCE SHEET:
Working capital . . . . . . . . . . . . . . . . . . . $ 743,563 $ 1,138,720 $ 837,370 $ 499,366 $ 638,871
Total assets . . . . . . . . . . . . . . . . . . . . . . 2,101,605 2,327,382 1,472,349 1,222,118 1,218,318
Long-term obligations, less current
portion . . . . . . . . . . . . . . . . . . . . . . . 252,487 350,969 2,786 9,554 332,209
(1) Restructuring charges, net exclude restructuring charges (recoveries) included in cost of goods sold and
reflected in gross margin of $(1.7) million and $(1.0) million for fiscal years 2004 and 2003, respectively.
Restructuring amounts included in cost of goods sold and reflected in gross margin primarily relate to the
write-off of selected, older product line inventories in connection with our restructuring plans and partial
recovery of the charges from the subsequent sale of a portion of such inventories. These restructuring
charges/(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.
(2) Operating income during the fiscal years ended June 24, 2007 and June 25, 2006 includes $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.
(3) 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.
27
Unaudited Selected Quarterly Financial Data
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
The following tables reflect the impact of the restatement on the Company’s consolidated balance sheets
for the first three quarters of fiscal 2007 and 2006, and on the consolidated statements of operations for the four
quarters in fiscal 2006. There was no impact of the restatement on the consolidated statements of operations for
the first three quarters of fiscal 2007.
28
Consolidated Statement of Operations
Quarter Ended June 25, 2006
As reported Adjustments (1) As restated
(in thousands, except per share data)
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 525,596 $ — $ 525,596
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251,445 (27) 251,418
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274,151 27 274,178
Research and development . . . . . . . . . . . . . . . . . . . . . . . 60,824 11 60,835
Selling, general and administrative . . . . . . . . . . . . . . . . . 53,921 (23) 53,898
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . 114,745 (12) 114,733
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159,406 39 159,445
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,398 — 9,398
Income before income taxes . . . . . . . . . . . . . . . . . . . 168,804 39 168,843
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,655 (260) 46,395
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 122,149 $ 299 $ 122,448
Net income per share:
Basic net income per share . . . . . . . . . . . . . . . . . . . . $ 0.87 $ 0.87
Diluted net income per share . . . . . . . . . . . . . . . . . . . $ 0.84 $ 0.85
Number of shares used in per share calculations:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,168 — 141,168
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144,683 25 144,708
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
29
Consolidated Statement of Operations
Quarter Ended December 25, 2005
As reported Adjustments (1) As restated
(in thousands, except per share data)
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $358,245 $ — $ 358,245
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180,735 178 180,913
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177,510 (178) 177,332
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,742 178 55,920
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . 44,859 142 45,001
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,601 320 100,921
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,909 (498) 76,411
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,308 — 9,308
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . 86,217 (498) 85,719
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,439 (201) 8,238
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 77,778 $ (297) $ 77,481
Net income per share:
Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.57 $ 0.57
Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . $ 0.55 $ 0.54
Number of shares used in per share calculations:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136,572 — 136,572
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142,525 (86) 142,439
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
30
Consolidated Balance Sheet
March 25, 2007
As reported Adjustments (1) As restated
(in thousands)
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 494,807 $ — $ 494,807
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 638,878 — 638,878
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 461,365 — 461,365
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228,435 — 228,435
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,765 — 54,765
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . 66,118 — 66,118
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,944,368 — 1,944,368
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . 107,388 — 107,388
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360,038 — 360,038
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,672 24,486 53,158
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,892 — 55,892
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,615 — 61,615
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,897 — 51,897
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,609,870 $ 24,486 $ 2,634,356
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
31
Consolidated Balance Sheet
December 24, 2006
As reported Adjustments (1) As restated
(in thousands)
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . $ 629,117 $ — $ 629,117
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 574,845 — 574,845
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 456,427 — 456,427
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,299 — 212,299
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,799 — 40,799
Prepaid expenses and other current assets . . . . . . . . . . . . . . 43,169 — 43,169
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,956,656 — 1,956,656
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . 97,034 — 97,034
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 415,038 — 415,038
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,516 14,038 51,554
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,892 — 55,892
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,641 — 64,641
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,929 — 52,929
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,679,706 $ 14,038 $ 2,693,744
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
32
Consolidated Balance Sheet
September 24, 2006
As reported Adjustment (1) As restated
(in thousands)
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,031,348 $ — $ 1,031,348
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233,284 — 233,284
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379,869 — 379,869
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188,179 — 188,179
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,206 — 47,206
Prepaid expenses and other current assets . . . . . . . . . . . . . . 40,714 — 40,714
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,920,600 — 1,920,600
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . 56,786 — 56,786
Restricted cash and investments . . . . . . . . . . . . . . . . . . . . . . 470,038 — 470,038
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,533 14,038 52,571
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,404 — 48,404
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,534,361 $ 14,038 $ 2,548,399
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
33
Consolidated Balance Sheet
March 26, 2006
As reported Adjustments (1) As restated
(in thousands)
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . $ 757,845 $ — $ 757,845
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233,528 — 233,528
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319,150 — 319,150
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144,259 — 144,259
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,813 — 50,813
Prepaid expenses and other current assets . . . . . . . . . . . . . . 34,173 — 34,173
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,539,768 — 1,539,768
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . 43,903 — 43,903
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,038 — 85,038
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,409 24,226 60,635
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,707 — 33,707
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,738,825 $ 24,226 $ 1,763,051
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
34
Consolidated Balance Sheet
December 25, 2005
As reported Adjustments (1) As restated
(in thousands)
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . $ 633,782 $ — $ 633,782
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258,463 — 258,463
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 279,185 — 279,185
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,051 — 114,051
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,724 — 64,724
Prepaid expenses and other current assets . . . . . . . . . . . . . 30,288 — 30,288
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,380,493 — 1,380,493
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . 41,652 — 41,652
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,038 — 85,038
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,433 23,945 64,378
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,655 — 34,655
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,582,271 $ 23,945 $ 1,606,216
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, other stock option modifications and related payroll and income tax expense (benefit) impacts.
35
Consolidated Balance Sheet
September 25, 2005
As reported Adjustments (1) As restated
(in thousands)
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . $ 514,818 $ — $ 514,818
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 273,998 — 273,998
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220,955 — 220,955
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113,702 — 113,702
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,077 — 64,077
Prepaid expenses and other current assets . . . . . . . . . . . . . . 35,386 — 35,386
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,222,936 — 1,222,936
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . 40,010 — 40,010
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,038 — 85,038
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,433 23,744 64,177
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,257 — 36,257
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,424,674 $ 23,744 $ 1,448,418
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
36
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 2007
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 2007 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 and market
competitive products. For these and other reasons, our results of operations for fiscal years 2007, 2006, and 2005
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 2007 Form
10-K. MD&A consists of the following sections:
Restatement of Previously Issued Financial Statements explains the results of the voluntary stock option
review and related restatement of our financial statements.
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
Subsequent Events discusses events impacting our operations that have occurred after June 24, 2007
37
Independent Committee Review
On July 18, 2007, the Company announced that its Board of Directors had initiated a voluntary independent
review regarding the timing of and accounting for the Company’s past stock option grants and other related
issues. The voluntary internal review arose after the Company’s Independent Registered Public Accounting Firm
performed auditing procedures relating to the Company’s historical stock option grant programs and procedures
as part of the firm’s fiscal year-end 2007 audit. The Board of Directors appointed a special committee consisting
of two independent board members (the “Independent Committee”) to conduct a comprehensive review of the
Company’s historical stock option practices. The Independent Committee promptly engaged independent outside
legal counsel and forensic accountants to assist with the review. On December 21, 2007, the Company announced
that the Independent Committee had reached a preliminary conclusion that the actual measurement dates for
financial accounting purposes of certain stock option grants issued in the past differed from the recorded grant
dates of such awards. Upon the recommendation of management and the Independent Committee, the Audit
Committee of the Board of Directors concluded that the financial statements for fiscal years 1997 through 2005,
and the interim periods contained therein should no longer be relied upon. The Independent Committee’s review
was completed in February 2008.
38
$96.4 million on a pre-tax basis ($65.8 million after taxes) in the aggregate during fiscal years 1997 through
2006 which includes incremental stock-based compensation expense of $1.2 million recognized in accordance
with SFAS No. 123R during fiscal year 2006.
The Independent Committee also concluded that there was no intentional misconduct on the part of
Company management or the Company’s independent directors. During its review of the Company’s historical
stock option practices, the Independent Committee did not find evidence of any other financial reporting or
accounting issues unrelated to stock-based compensation.
Company-wide Grants
Company-wide grants were awarded on ten dates during the Review Period, and are associated with
approximately half of the shares underlying option grants encompassed in the review. These ten dates include
grants issued on six dates for broad-based and primarily discretionary grants (“focal grants”), two grant dates that
were formula-based grants (“supplemental grants”) and two grant dates designed to address certain previously
granted stock options for which the exercise price was higher than the then-current fair value of the Company’s
Common Stock (“cancel and replace grants”). As a result of its review, the Company determined that the
actual measurement dates for certain stock option grants differed from the recorded grant dates. The Company
determined that the actual measurement date, meaning when the required actions necessary to grant the option
were completed, including the determination of the number of shares underlying the options to be granted to
each employee and the exercise price, was the correct measurement date to determine what, if any stock-based
compensation was appropriate. Any intrinsic value of the options on the measurement date, measured as the
difference between the stated exercise price and the market price, has been recorded as compensation expense
during the periods when employees were providing services in exchange for the options.
With respect to the focal grants, the Company concluded that a process to determine the total number of
shares underlying the options, grant date and exercise price generally commenced prior to the recorded grant
date, but that in certain cases the specific allocation of those shares among the various option recipients was
not finalized until after the original recorded grant date. To address these circumstances, the Company has
revised the measurement date for accounting purposes for these option grants to a date after the original grant
date, when the allocation of the shares was first known to be finalized. The Company has recognized stock-
based compensation expense, net of forfeitures, of $61.2 million on a pre-tax basis as a result of these revised
measurement dates.
With respect to the supplemental grants, the Company determined that the general formula for determining
the number of shares underlying the option grant to which each recipient would be entitled was not sufficiently
finalized for accounting purposes at the original recorded grant date. To address these circumstances, the
Company has revised the measurement date for accounting purposes for these grants to the date when this
formula was first known to be finalized. The Company has recognized stock-based compensation expense, net
of forfeitures, of $5.6 million on a pre-tax basis as a result of these revised measurement dates.
The cancel and replace grants involved recipients electing to exchange certain stock options, for which the
exercise price was higher than the then-current fair value of the Company’s Common Stock, in return for a new
grant of options. The Company determined that in both instances, the election deadline was after the recorded
grant date. The measurement date should have been the later of the recorded grant date or the date of election
because the elections were revocable up to the last day of the offer period. To address these circumstances, the
Company has revised the measurement date for accounting purposes for these grants to the last possible date of
election. The Company has recognized stock-based compensation expense, net of forfeitures, of $0.2 million on
a pre-tax basis as a result of these revised measurement dates.
39
the measurement date for accounting purposes for these grants to the date as required by the stock option plan.
The Company has recognized stock-based compensation expense, net of forfeitures, of $2.8 million on a pre-tax
basis as a result of the revised measurement dates.
Section 16 officer grants were awarded on 23 grant dates during the stock option review period. The Company
determined that the actual measurement date, meaning when the required actions necessary to grant the option were
completed, including the determination of the number of shares underlying the options to be granted to each employee
and the exercise price, was the correct measurement date to determine the market price of the option shares. Any
intrinsic value of the options on the measurement date, measured as the difference between the stated exercise price
and the market price, has been recorded as compensation expense during the periods when employees were providing
services in exchange for the options. In instances where the original recorded grant date was not consistent with the
correct measurement date, the Company has revised the measurement date for accounting purposes for these grants to
a date after the original grant date, when the number of shares underlying the options to be granted to each employee
and the exercise price were first known to be finalized. The Company has recognized stock-based compensation
expense, net of forfeitures, of $1.0 million on a pre-tax basis as a result of the revised measurement dates. Additionally,
it was determined that for one grant the recorded grant price was based on an average of closing prices of the Company’s
stock immediately prior to the grant date. The option plan under which this option was granted allowed for similar
pricing. To address this circumstance the Company has recognized stock-based compensation expense of $2.1 million
on a pre-tax basis for this grant, which was equal to the difference between the closing price of the stock on the date
of grant and the originally recorded grant exercise price.
Grants to Consultant
The Company concluded that six granting actions to a non-employee consultant were incorrectly accounted
for as employee as opposed to non-employee stock awards. To address this circumstance, the Company has
recognized a stock-based compensation expense of $3.2 million on a pre-tax basis under “fair value” accounting
in accordance with the requirements of EITF Issue No. 96-18, “Accounting for Equity Instruments that are
Issued to Other than Employees for Acquiring or in Conjunction with Selling Goods or Services”.
Other Grants
For the remaining population reviewed of stock options granted during the stock option review period, the
Company has concluded that certain actual measurement dates differed from the recorded grant dates primarily
due to a lack of contemporaneous documentation evidencing approval as of the original recorded grant date. In
these circumstances, the Company has revised the measurement date for accounting purposes for these grants
to a date after the original grant date, when the shares underlying the options to be granted to each employee
and the exercise price were first known to be finalized. The primary issue with these grants was that there was
insufficient evidence to conclude that the specific allocation of those shares among the various grant recipients
was finalized at the original recorded grant date. To address these circumstances, the Company has revised
the measurement date for accounting purposes for these grants to a date after the original grant date, when the
allocation of the shares underlying the options and exercise price was first known to be finalized. The Company
has recognized stock-based compensation expense, net of forfeitures, of $8.2 million on a pre-tax basis as a
result of these revised measurement dates.
40
Deemed Modifications to Stock Option Grants Connected with Terminations or Leaves of Absences
Compensation expense was also recognized as a result of deemed modifications to certain employee stock
option grant awards in connection with certain employees’ terminations or leaves of absence. Typically such
modifications related to extensions of the time employees could exercise options following their termination of
employment or that enabled the employee to vest in additional shares in relation to a leave of absence or subsequent
to their termination, thus triggering a new measurement date under the accounting literature applicable at that
time. The Company has recognized stock-based compensation expense, net of forfeitures, of $9.2 million on a
pre-tax basis as a result of these new measurement dates.
Use of Judgment
The Company evaluated all available evidence for each individual grant within the scope of the independent
review and the revised measurement dates represent the earliest date when the terms of the options granted to
individual recipients were known with finality. The proposed measurement date for certain grants could not
be determined with certainty based on available evidence. In light of the judgment used in establishing the
measurement dates, alternate approaches to those used by the Company could have resulted in different stock-
based compensation expense than that recorded by the Company in the restatements. While the Company has
considered these alternative approaches, it believes its approach is the most appropriate under the circumstances.
The Company prepared a sensitivity analysis to determine the hypothetical minimum and maximum
compensation expense charge that it might have recorded for these grants if it had used different judgments to
determine the revised measurement dates. The Company applied its sensitivity methodology on a grant date by
grant date basis to examine the largest hypothetical variations in stock-based compensation expense within a
reasonable range of possible measurement dates for each grant event.
After developing the range for each grant event included in the Company’s sensitivity analysis, the Company
selected the highest and lowest closing sale price of its Common Stock within the date range to determine the range
of potential compensation expense adjustments for the grants. The Company then compared these aggregated
amounts to the stock-based compensation expense that it recorded for the stock option grants analyzed. If the
Company had used the highest closing sale price of its Common Stock within the date range for these grant events,
its stock-based compensation expense adjustment relating to these grants would have increased, net of forfeitures,
by approximately $30 million on a pre-tax basis. Conversely, had the Company used the lowest closing sale price of
its Common Stock within the date range for the grants analyzed, its stock-based compensation expense adjustment
relating to these grants would have decreased, net of forfeitures, by approximately $26 million on a pre-tax basis.
Substantially all of the hypothetical increases or decreases of stock-based compensation expense resulting from the
Company’s sensitivity analysis relates to periods prior to fiscal 2005.
• Historical Board and Compensation Committee procedures regarding the issuance and approval of
stock option grants;
• Historical coordination among departments relating to the administration of the stock option grant
process;
• Historical compliance with and application of accounting standards with respect to stock option grants;
41
coordination among relevant departments; training with respect to equity compensation; and record-keeping.
The Company is currently reviewing all of the Independent Committee’s recommendations as well as a potential
timetable for implementation, but the Company believes that the substance of many of the recommendations of
the Independent Committee have already been incorporated into the Company’s current equity compensation
processes. This belief is consistent with the determination by the Independent Committee and the Company that
the granting of RSUs after fiscal year 2005 was not within the scope of the Independent Committee review in
part due to the documentation and testing required by Section 404 of the Sarbanes-Oxley Act of 2002.
The Independent Committee concluded that there was no intentional misconduct on the part of Company
management or the Company’s independent directors.
42
United States tax deduction in prior years for stock option related amounts pertaining to certain executives under
Internal Revenue Code (IRC) Section 162(m). Section 162(m) limits the deductibility of compensation above
certain thresholds. As a result, the Company’s tax carryforward attributes have decreased by approximately
$14.6 million as of June 25, 2006.
For those stock option grants determined to have incorrect measurement dates for accounting purposes and
that had been originally issued as incentive stock options, or ISOs, the Company recorded a liability for payroll
tax contingencies in the event such grants would not be respected as ISOs under the principles of the IRC and
the regulations therein. The Company recorded expense and accrued liabilities for certain foreign payroll tax
contingencies. The total payroll tax accrual was approximately $1.2 million for annual periods from our fiscal
year 1997 through fiscal year 2006. This cumulative expense resulted from payroll tax expense recorded in prior
periods has been partially offset by benefits relating to the expiration of the related statute of limitations.
As a result of the restatement, the cumulative effect of the related after-tax expenses for the fiscal years
ended June 30, 1997 through June 25, 2006 was $65.8 million, as compared to $96.4 million in pre-tax charges
as previously discussed. These additional stock-based compensation and other expenses had no effect on the
Company’s reported revenue, cash, cash equivalents or short-term investments for each of the restated periods.
The Company has also restated the pro forma amortization of deferred stock-based employee compensation
included in reported net income, net of tax, and total stock-based employee compensation expenses determined
under fair value based method, net of tax, under SFAS No. 123 in Note 14, “Equity-Based Compensation Plans”
to Consolidated Financial Statements to reflect the effect of the stock-based compensation expense resulting
from the correction of these past stock option grants.
As a result of the determinations from a voluntary independent stock option review, the Company
considered the application of Section 409A of the IRC 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 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 liability of any and all employees, including the Company’s Chief Executive Officer and certain
executive officers, with options subject to Section 409A. The liability is currently estimated to be in the range
of approximately $50 million to $55 million. 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.
The financial statement effect of the restatement of stock-based compensation expense and related payroll
and income taxes, by year, is as follows (in thousands):
Adjustment to
income tax expense
Adjustment to Adjustment to (benefit) relating to
stock-based payroll tax stock-based Total
compensation expense compensation and restatement
Fiscal Year expense (benefit) payroll tax expense expense
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,770 $ — $ (668) $ 1,102
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,352 226 (219) 2,359
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,291 136 (1,286) 4,141
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,151 1,511 (6,953) 13,709
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,395 220 (6,792) 16,823
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,056 159 (4,082) 9,133
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,739 (355) (4,942) 10,442
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,448 (1,061) (3,885) 5,502
Cumulative through June 27, 2004 . . . . . 91,202 836 (28,827) 63,211
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,724 136 (771) 2,089
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,225 272 (952) 545
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 95,151 $ 1,244 $(30,550) $65,845
43
The financial statement effect of the restatement on previously reported stock-based compensation expense,
including income tax effect by year, is as follows (in thousands):
Income tax
benefit Restated
Stock-based relating to stock-based
compensation Stock-based Stock-based restated compensation
expense, as compensation compensation stock-based expense,
previously expense expense, as compensation net of
Fiscal Year reported adjustments restated expense income tax
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 1,770 $ 1,770 $ (668) $ 1,102
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,352 2,352 (132) 2,220
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5,291 5,291 (1,234) 4,057
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 19,151 19,151 (6,423) 12,728
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 542 23,395 23,937 (6,961) 16,976
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,724 13,056 14,780 (4,698) 10,082
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 593 15,739 16,332 (5,116) 11,216
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,167 10,448 13,615 (4,537) 9,078
Cumulative through June 27, 2004 . . . . 6,026 91,202 97,228 (29,769) 67,459
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864 2,724 3,588 (1,086) 2,502
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,768 1,225 23,993 (5,211) 18,782
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $29,658 $95,151 $124,809 $(36,066) $ 88,743
As a result of these adjustments, the Company’s audited consolidated financial statements and related
disclosures as of June 25, 2006 and for each of the two years in the period ended June 25, 2006 have been
restated. The Company also recorded adjustments affecting previously-reported financial statements for fiscal
years 1996 through 2004, the effects of which are summarized in cumulative adjustments to additional paid-in
capital, deferred stock-based compensation, and retained earnings as of June 27, 2004.
44
Costs of Restatement and Legal Activities
During the first two quarters of fiscal year 2008, the Company incurred expenses totaling approximately
$9.5 million for legal, accounting, tax and other professional services in connection with the Independent
Committee’s review, the Company’s own internal review and recertification procedures, the preparation of the
June 24, 2007 consolidated financial statements and the restated consolidated financial statements. There were
no such expenses incurred as a result of the stock option review during fiscal year 2007.
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 steps that result in the simultaneous
creation of many individual integrated circuits. We leverage our expertise in these areas to develop integrated
processing solutions that typically benefit our customers through reduced cost, lower defect rates, enhanced
yields, or faster processing time.
The following summarizes certain key quarterly and annual financial information for the periods indicated
below (in thousands, except per share data and percentages) and demonstrates the strength of our performance
throughout fiscal year 2007:
Three Months Ended Year Ended
June 24, March 25, December 24, September 24, June 24,
2007 2007 2006 2006 2007
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . $ 678,519 $ 650,270 $ 633,400 $ 604,387 $ 2,566,576
Gross margin . . . . . . . . . . . . . . . . . . . . 342,729 326,245 322,916 313,164 1,305,054
Gross margin as a percent of
total revenue . . . . . . . . . . . . . . . . . . 50.5% 50.2% 51.0% 51.8% 50.8%
Net income. . . . . . . . . . . . . . . . . . . . . . 170,231 164,741 167,326 183,518 685,816
Diluted net income per share. . . . . . . . $ 1.28 $ 1.15 $ 1.15 $ 1.27 $ 4.85
Our demonstrated performance and our business model, which utilizes the capabilities of outsource
providers, enables us to focus on new and existing product development, sales and marketing, and customer
support. We are executing to the near-term production requirements of our customers, targeted 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 2007 shipments were approximately $2.6 billion. Fiscal year 2007 revenues increased 56%
compared to fiscal year 2006 revenues reflecting the increase in customer demand which we believe included
market share gains in both the dielectric and conductor product segments of the etch market, with positive
revenue momentum in all regions.
45
Gross margin as a percent of revenues remained greater than 50% for the third consecutive year and
increased sequentially to 50.8% compared to fiscal year 2006 gross margin of 50.4%.
Our fiscal 2007 performance is demonstrated by the significant increase in operating margin to 30.3%
compared with 24.6% in fiscal year 2006, a sequential increase of 92% compared to the 56% growth in revenue.
Total operating expenses increased 25% during fiscal year 2007 compared to fiscal year 2006, driven by
discretionary investments related to our multi-product and adjacent market expansion plans. These investments
included increased compensation costs as we expanded our headcount to support our growth plans during fiscal
year 2007 by more than 20% to approximately 2,900 employees. Incentive-based compensation levels grew
consistent with our strong performance in profitability and share price. We also invested in discretionary spending
on supplies and materials to support our new product development and customer evaluation activities.
Equity-based compensation expense recognized during fiscal year 2007 in cost of goods sold and
operating expenses was $6.4 million and $29.1 million, respectively compared to $5.4 million and $18.6 million,
respectively, in the prior year. The fiscal year 2007 increase reflects the addition of our 2007 restricted stock unit
focal grant which was awarded at a higher stock price than the prior year focal grant.
Worthy of note is the growth in cash flows from operating activities during fiscal year 2007 which more
than doubled from fiscal year 2006 performance to $823.6 million representing approximately 32% of revenues,
an increase of 124.2% sequentially.
Results of Operations
During fiscal year 2007, 300 mm applications represented approximately 88% of total etch systems
shipments, and 94% of etch systems shipments were for applications at less than or equal to the 90 nm
technology node. We classify total etch systems shipments market segmentation for fiscal year 2007 as Memory
at approximately 73%, Foundry at 15%, and IDM Logic/Other at 12%.
Unshipped orders in backlog as of June 24, 2007 were approximately $642.6 million. 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 2007 Form 10-K for additional information
on our backlog policy.
Revenue
Year Ended
June 24, June 25, June 26,
2007 2006 2005
Revenue (in thousands). . . . . . . . . . . . . . . $ 2,566,576 $ 1,642,171 $ 1,502,453
North America . . . . . . . . . . . . . . . . . . . . . 16% 14% 16%
Europe. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9% 13% 12%
Asia Pacific. . . . . . . . . . . . . . . . . . . . . . . . 18% 12% 19%
Taiwan. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22% 17% 19%
Korea. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21% 22% 19%
Japan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14% 22% 15%
46
The increase in revenues during fiscal years 2007 and 2006 reflected an improved market environment
which was evidenced by expanded levels of capital investments by semiconductor manufacturers and our market
share expansion. We believe we gained market share in both the dielectric and conductor product segments
of the etch market over this period, with strong revenue performance in Taiwan, China, North America, and
Korea during fiscal year 2007 and in Japan and Korea during fiscal year 2006. The increase in revenues was
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
increased to $295.5 million as of June 24, 2007 compared to $229.7 million as of June 25, 2006, as shipments
outpaced revenues during fiscal year 2007. The anticipated future revenue value of orders shipped from backlog
to Japanese customers that are not recorded as deferred revenue was approximately $51 million as of June 24,
2007; these shipments are classified as inventory at cost until title transfers.
Gross Margin
Year Ended
June 24, June 25, June 26,
2007 2006 2005
As restated (1) As restated (1)
(in thousands, except percentages)
Gross Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,305,054 $827,012 $763,464
Percent of total revenue . . . . . . . . . . . . . . . . . . . . . . . 50.8% 50.4% 50.8%
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements.
Gross margin as a percent of revenue during fiscal year 2007 remained greater than 50% for the third
consecutive year and increased sequentially to 50.8% for fiscal year 2007. The increase in gross margin as
a percent of revenue for 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.
The decrease in gross margin as a percent of revenue during fiscal year 2006 compared with fiscal year 2005
was affected by the inclusion of equity-based compensation as a result of the adoption of Statement of Financial
Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123R) of $5 million, or 0.3%.
The impact of unfavorable product mix was generally offset by improved installation and warranty performance,
and improved factory utilization which was facilitated by higher volumes.
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements.
We continue to invest significantly in research and development focused on leading-edge plasma etch and
our portfolio of new products. 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
47
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. Approximately
33% of fiscal year 2007 systems revenues were derived from products introduced over the previous two years.
The growth in absolute spending levels during fiscal year 2006 compared to fiscal year 2005 was primarily
due to approximately $19 million in increased supplies and outside services, $8 million in increased equity-
based compensation expense, and $4 million in increased salary and benefit costs due to planned increases of
employee base compensation and increased headcount.
(1) See Note 3 “ Restatements of Consolidated Financial Statements ” to Consolidated Financial Statements.
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.
The increase in SG&A expenses during fiscal year 2006 compared with the prior year was driven by
increases in salary and benefits costs of approximately $4 million due to planned increases of employee base
compensation and increased headcount. Increases in incentive-based cash compensation of approximately
$7 million were principally due to our long-term executive compensation program implemented during fiscal
year 2006 and equity-based compensation was approximately $8 million. Fiscal year 2005 SG&A expenses were
lower primarily due to the March 2005 receipt of an $8 million tax refund from the California State Board of
Equalization for previously paid sales and use tax.
48
The increase in interest income during fiscal year 2007 compared with the prior year is primarily due to
increases in our average balances of cash and cash equivalents, short-term investments, and restricted cash and
investments throughout fiscal year 2007 and to a lesser extent, increases in interest rate yields. Although the
average total cash and cash equivalents and short-term investments balances increased throughout the year, the
balances at the end of fiscal year 2007 decreased by approximately $490 million compared to the prior year,
primarily due to share repurchase activity of approximately $1.1 billion throughout fiscal year 2007, of which
approximately $768 million occurred during the June 2007 quarter.
The increase in interest expense during fiscal year 2007 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.
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 the Company alleging breach of purchase order contracts by one of its 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.
The sequential increase in interest income during fiscal year 2006 compared to fiscal year 2005 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 Company’s total balances of cash, cash
equivalents, short-term securities, and restricted cash and investments, increased approximately $626 million
from fiscal year 2005. This increase included the Company’s wholly-owned subsidiary’s drawdown against a
$350 million Credit Agreement to support the Company’s foreign earnings repatriation of $500 million under
the AJCA. The remaining increase of $276 million was primarily driven by $367 million from cash flows from
operating activities.
49
Deferred Income Taxes
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. Our gross
deferred tax assets, primarily comprised of reserves and accruals that are not currently deductible and tax credit
carryforwards, were $123.3 million and $133.3 million at the end of fiscal years 2007 and 2006, respectively.
These gross deferred tax assets were offset by deferred tax liabilities of $34.2 million and $27.1 million at the
end of fiscal years 2007 and 2006, respectively.
Deferred tax assets decreased in fiscal year 2007 primarily due to the utilization of tax credits, adjustments
for previously estimated tax liabilities upon the filing of income tax returns in various jurisdictions, the impact
of certain elections related to foreign tax rulings, the conclusion of negotiations on certain transfer pricing items,
and the incremental tax benefit related to stock-based compensation deductions.
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 evaluate the realizability of the deferred tax assets quarterly and will continue to assess the need
for additional valuation allowances, if any.
50
of return relative to the delivered item and delivery or performance of the undelivered item(s) is considered
probable and substantially in our control. The maximum revenue recognized on a delivered element is
limited to the amount that is not contingent upon the delivery of additional items. Revenue related to
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
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 at least annually 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. Generally, 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, not to exceed 14 months from shipment
of the system to the customer. 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 through the application of detailed project record keeping.
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.
51
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 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.
We make quarterly assessments of the adequacy of our tax credit pool 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 and the extraterritorial income deduction 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 APB 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.
In connection with our restatement of the consolidated financial statements, we have applied judgment in
choosing whether to revise measurement dates and if revised which measurement date to select for prior option
grants. Information regarding the restatement is set forth above in “Restatement of Previously Issued Financial
Statements” and in Note 3, “Restatement of Consolidated Financial Statements” in Notes to Consolidated
Financial Statements of this Form 10-K.
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 could 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 an interim basis on the basis of annual estimated effective income tax
rates. Our 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. 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.
52
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 the Company’s expectations could have a material impact on the
Company’s results of operation and financial condition. The Company accounts for the income tax contingencies
in accordance with SFAS No. 5, “Accounting for Contingencies”.
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 for
impairment at least annually. In addition, we review goodwill and other intangible assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of these assets may not
be recoverable.
53
In December 2007, the FASB issued SFAS 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. We expect to adopt SFAS No. 141R
beginning in fiscal year 2010 and are currently evaluating the potential impact, if any, of the adoption of SFAS
No. 141R on our consolidated financial statements.
Significant changes in assets and liabilities included increases in deferred profit of $51.1 million due to increased
volume of shipments, $44.8 million in accrued expenses primarily due to increased incentive-based compensation
on higher profit levels, and an increase in accounts payable of $9.1 million. These amounts were partially offset by
an increase in inventories of $56.3 million on increased business volume, an increase in prepaid expenses and other
assets of $19.2 million on a pre-tax basis due to certain supply arrangement and taxes receivable.
54
Given the cyclical nature of the semiconductor equipment industry, we believe that maintaining sufficient
liquidity reserves is important to support sustaining levels of investment in R&D and capital infrastructure.
Based upon our current business outlook, our levels of cash, cash equivalents, and short-term investments at
June 24, 2007 are expected to be sufficient to support our presently anticipated levels of operations, investments,
debt service requirements, and capital expenditures through at least the next 12 months.
In the longer term, liquidity will depend to a great extent on our future revenues and our ability to appropriately
manage our costs based on demand for our products. Should additional funding be required, we may need to raise
the required funds through borrowings or public or private sales of debt or equity securities. We believe that, in the
event of such requirements, we will be able to access the capital markets on terms and in amounts adequate to meet
our objectives. However, given the possibility of changes in market conditions or other occurrences, there can be
no certainty that such funding will be available in needed quantities or on terms favorable to us.
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 that expire at various dates through 2021. 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 less than 1 year section of the table above is $75.0 million in guaranteed
residual values for lease agreements relating to certain properties at our Fremont, California campus. As part
of the lease agreements, we have the option to purchase the remaining buildings at any time for a total purchase
price for all remaining properties related to these leases of approximately $85.0 million. We are required to
guarantee the lessor a residual value on the properties of up to $75.0 million at the end of the lease terms in fiscal
year 2008 (in the event that the leases are not renewed, we do not exercise the purchase options, the lessor sells
the properties and the sale price is less than the lessor’s costs). We maintain cash collateral of $85.0 million as
part of the lease agreements as of June 24, 2007 in separate, specified certificates of deposit and interest-bearing
accounts that are recorded as restricted cash and investments in our Consolidated Balance Sheet. 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. We obtained compliance waivers from the lessor with respect
to our obligation to deliver financial statements to the lessor under the terms provided in the lease agreements.
Please see additional information in “Subsequent Events” below regarding renewal of the leases noted above and
entry into additional leases.
55
The remaining operating lease balances primarily relate to non-cancelable facility-related operating
leases.
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 24, 2007
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
and properly segregated and controlled, are not reported as our inventory until title is transferred to us or our
purchase obligation is determined. At June 24, 2007, vendor-owned inventories held at our locations and not
reported as our inventory were $27.4 million.
Guarantees
We account for our guarantees in accordance with Financial Accounting Standards Board (FASB)
Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others” (FIN No. 45). FIN No. 45 requires a company that is a guarantor to make
specific disclosures about its obligations under certain guarantees that it has issued. FIN No. 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 lease several facilities at our headquarters location in Fremont, California. As part of certain of the
lease agreements, we have the option to purchase the remaining buildings at any time for a total purchase price
for all remaining properties related to these leases of approximately $85.0 million. We are required to guarantee
the lessor a residual value on the properties of up to $75.0 million at the end of the lease terms in fiscal year
2008 (in the event that the leases are not renewed, we do not exercise the purchase options, the lessor sells the
properties and the sale price is less than the lessor’s costs). We maintain cash collateral of $85.0 million as part
of the lease agreements as of June 24, 2007 in separate, specified certificates of deposit and interest-bearing
accounts that are recorded as restricted cash and investments in our Consolidated Balance Sheet. The lessor
56
under the lease agreements is a substantive independent leasing company that does not have the characteristics of
a variable interest entity as defined by FASB Interpretation No. 46, “Consolidation of Variable Interest Entities”
and is therefore not consolidated by us. We obtained compliance waivers from the lessor with respect to our
obligation to deliver financial statements to the lessor under the terms provided in the lease agreements. Please
see additional information under “Subsequent Events” below for renewal of the leases noted above and entry
into additional leases.
We have issued certain indemnifications to our lessors under some of our agreements. We have entered
into certain insurance contracts that may limit our exposure to such indemnifications. As of June 24, 2007,
we have not recorded any liability on our 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.
On June 16, 2006, our wholly-owned subsidiary, LRI, as borrower, entered into the $350 million 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. Our obligations
under the Guarantee Agreement are collateralized by readily marketable securities in an amount equal to 110%
of the outstanding balance of our obligations under the Guarantee Agreement, representing $275.0 million at
June 24, 2007 as we had paid down $100.0 million of the existing debt during fiscal year 2007. This collateral
is reflected in the balance of restricted cash and investments in our Consolidated Balance Sheet. We obtained
compliance waivers from the lender with respect to our obligation to deliver financial statements to the lender
under the terms provided in the Guarantee Agreement. Please see additional information under “Subsequent
Events” below regarding termination of the LRI Credit Agreement and the Guarantee Agreement, our entry into
a new credit agreement, and the entry of our wholly-owned subsidiary Bullen Semiconductor Corporation into
a new guarantee agreement with respect to the new credit agreement.
Generally, we indemnify, under pre-determined conditions and limitations, our customers for infringement
of third-party intellectual property rights by our products or services. We seek to limit our liability for such
indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification
obligations. We do not believe, based on information available, that it is probable that any material amounts will
be paid under these guarantees.
We offer standard warranties on our systems that run generally for a period of 12 months from system
acceptance not to exceed 14 months from the date of shipment of the system to the customer. 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.
Subsequent Events
SEZ Transaction: On March 11, 2008, we completed the tender offer for the outstanding shares of
SEZ Holding AG (“SEZ”), the leading supplier of single-wafer clean technology and products to the global
semiconductor manufacturing industry. Upon the completion of the tender, we acquired approximately 94% of
the outstanding shares of SEZ. We expect to take additional steps as necessary to acquire the SEZ shares that
remain outstanding.
The tender offer was conducted pursuant to the terms of a Transaction Agreement entered into on
December 10, 2007 by and between the Company and SEZ (the “Transaction Agreement”). Under the terms of
the Transaction Agreement, we acquired all shares of SEZ that were tendered in the offer at a price of CHF 38
per share in cash, for a total price of CHF 606 million, which approximated US$584 million.
In December 2007, we purchased a call option with a notional amount of approximately CHF 641 million
to hedge the currency exposure in connection with the anticipated purchase of the shares of SEZ as noted above.
The call option premium cost was $10.3 million. The mark-to-market value of the fair value of the call option
as of December 23, 2007 was $3.1 million resulting in a $7.2 million unrealized loss recorded in other income
(expense), net in our condensed consolidated statements of operations for the quarter ended December 23, 2007.
In February 2008 we extended the expiration date of the call option at an additional premium cost of $2.4 million.
57
We exercised the call option during March 2008 which resulted in a gain of $40.7 million which we will record
in other income (expense), net in our condensed consolidated statements of operations for the quarter ending
March 30, 2008.
Operating Leases: 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. Total
scheduled rent payments under the Livermore Leases are estimated to be approximately $25.7 million in the
aggregate (based on one-month LIBOR rates at the time of entering into the leases), following completion of
improvements to each property.
Each New Fremont Lease has an approximately seven-year term ending on the first business day in
January, 2015. Total scheduled rent payments under the New Fremont Leases are approximately $32.4 million in
the aggregate (based upon three-month LIBOR rates at the time of entering into the leases).
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 are 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 with BNPPLC (or a third party, currently State Street Bank and Trust, with
regard to the Livermore Leases) as security for our obligations under the Operating Leases.
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).
Under each Operating Lease and its associated documents, we are subject to a financial covenant requiring
us to maintain unrestricted cash, unencumbered cash investments, and unencumbered marketable securities
of at least $300.0 million (not including the collateral maintained as security for our obligations under the
Operating Leases).
The Operating Leases are subject to customary default provisions, including, without limitation, those
relating to payment defaults under the Operating Leases and associated documents, payment defaults under
other indebtedness of us, performance defaults under the Operating Leases (including cross-defaults between
each of the Operating Leases), and events of bankruptcy. In the event that such defaults occur and are continuing,
BNPPLC may accelerate repayment of a portion or all of its investment under the applicable Operating Leases;
alternatively, BNPPLC may require us to pay all amounts due under one or more Operating Leases through the
end of the term of the applicable Operating Leases.
58
Credit Agreements: 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. Bullen Semiconductor Corporation, our wholly-
owned domestic subsidiary(“Bullen”), entered into a guarantee (the “Bullen Guarantee”) to guarantee our
obligations under the Credit Agreement. In connection with the Credit Agreement, we and Bullen entered into
certain collateral documents (collectively, the “Collateral Documents”) including a Security Agreement by us
(the “Security Agreement”), a Security Agreement by Bullen (the “Bullen Security Agreement”), a Pledge
Agreement by us (the “Pledge Agreement”) and other Collateral Documents to secure our obligations under
the Credit Agreement. The Collateral Documents encumber current and future accounts receivables, inventory,
equipment and related assets of us and Bullen, as well as 100% of our ownership interest in Bullen and 65% of
our ownership interest in Lam Research International BV, our wholly-owned subsidiary. In addition, any future
domestic subsidiaries of us will also enter into a similar guarantee and collateral documents to encumber the
foregoing type of 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.
Section 409A: As a result of the determinations from a voluntary independent stock option review, the
Company considered the application of Section 409A of the IRC 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 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 liability of any and all employees, including the Company’s Chief Executive Officer
and certain executive officers, with options subject to Section 409A. The liability is currently estimated to be
in the range of approximately $50 million to $55 million. 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.
59
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and
variable rate long-term debt. We target to maintain a conservative investment policy, which focuses on the safety
and preservation of our invested funds by limiting default risk, market risk, and reinvestment risk. The table
below presents principal amounts and related weighted-average tax equivalent interest rates by year of maturity
for our investment portfolio at June 24, 2007 and June 25, 2006:
June 25
June 24, 2007 2006
Fiscal Year Ending
June 29, June 28, June 27, June 26, June 24, There-
2008 2009 2010 2011 2012 after Total Fair Value Total
(in thousands, except percentages)
Cash equivalents
Principal Amount
with variable
rate - Money
Market Fund������������ $529,968 $529,968 $529,968 730,887
Average rate�������������������� 5.24% 5.24% 4.95%
Principal Amount
with fixed rate —
Securities������������������ $ — $ — 113,566
Average rate . . . . . . . . . . 5.10%
Short-term investment
Principal Amount
with fixed rate���������� $ 30,636 $ 28,829 $15,761 $ 6,979 $ 8,482 $ 6,859 $ 97,546 $ 96,724 142,331
Average rate�������������������� 4.68% 4.98% 4.69% 5.16% 5.07% 4.64% 4.85% 4.19%
Restricted Cash/Investments
Principal Amount
with fixed rate —
Time Deposit������������ $ 85,038 $ 85,038 $ 85,038
Average rate�������������������� 5.25% 5.25%
Principal Amount with
variable rate -
Auction Rate
Notes/VRDN������������ $ 12,100 $ 1,000 $ 13,100 $ 13,096 70,575
Average rate (taxable
equivalent yield)������ 3.87% 5.73% 4.24% 5.64%
Principal Amount
with fixed rate -
Restricted
Securities������������������ $ 50,696 $ 96,759 $65,231 $ 28,992 $16,610 $ 4,869 $263,157 $261,904 400,450
Average rate (taxable
equivalent yield)������ 3.67% 3.00% 3.66% 3.82% 3.89% 4.53% 3.68% 5.12%
Total investment
securities������������������������ $708,438 $126,588 $80,992 $ 35,971 $25,092 $ 11,728 $988,809 $986,730 1,457,809
Average rate�������������������� 4.45% 3.91% 3.86% 4.08% 4.29% 4.60% 4.27% — 4.41%
Long-term debt —
Variable rate ������������ $ — $ — $ — $250,000 $ — $ — $250,000 $250,000 $ 350,000
Average rate�������������������� — — — 5.42% — — 5.42% — 5.65%
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The following table presents the hypothetical fair values of fixed income securities as a result of selected
potential market decreases and increases in interest rates. Market changes reflect immediate hypothetical parallel
shifts in the yield curve of plus or minus 50 basis points (“BPS”), 100 BPS, and 150 BPS. The hypothetical fair
values as of June 24, 2007 are as follows:
Valuation of Securities Valuation of Securities
Given an Interest Rate Fair Value as of Given an Interest Rate
Decrease of X Basis Points June 24, 2007 Increase of X Basis Points
(150 BPS) (100 BPS) (50 BPS) 0.00% 50 BPS 100 BPS 150 BPS
(in thousands)
U.S. Treasury ����������������������������������� $ 3,003 $ 2,969 $ 2,936 $ 2,902 $ 2,869 $ 2,835 $ 2,801
Government Sponsored Entity��������� 21,697 21,583 21,470 21,356 21,242 21,129 21,015
Corporate ����������������������������������������� 208,737 207,750 206,763 205,776 204,788 203,800 202,813
Municipal����������������������������������������� 232,389 230,502 228,615 226,728 224,841 222,954 221,067
$465,826 $462,804 $459,784 $456,762 $453,740 $450,718 $447,696
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.
We conduct business on a global basis in several major international currencies. As such, we are potentially
exposed to adverse as well as beneficial movements in foreign currency exchange rates. The majority of our sales
and expenses are denominated in U.S. dollars except for certain of our revenues in Japan that are denominated
in Japanese yen, certain of our spares and service contracts which are denominated in other 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 where we currently believe our primary exposure to currency rate fluctuation lies. To protect against
the reduction in value of forecasted Japanese yen-denominated revenues, we enter into foreign currency forward
exchange rate contracts that generally expire within 12 months, and no later than 24 months. These foreign
currency forward exchange rate contracts are designated as cash flow hedges and are carried on our Balance
Sheet at fair value with the effective portion of the contracts’ gains or losses included in accumulated other
comprehensive income (loss) and subsequently recognized in earnings in the same period the hedged revenue is
recognized. We also enter into foreign currency forward contracts to hedge the gains and losses generated by the
remeasurement of Japanese yen-denominated net receivable balances. The change in fair value of these balance
sheet hedge contracts 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.
On June 24, 2007, the notional amount of outstanding Japanese yen forward contracts that are designated as
balance sheet hedges was $30.2 million. The unrealized gain on the contracts on June 24, 2007, was $0.1 million.
As of June 24, 2007, a hypothetical adverse foreign currency exchange rate movement of 10 percent and
15 percent in the Japanese yen would result in a potential loss in fair value of our balance sheet hedge forward
contracts of $3.0 million and $4.5 million, respectively. 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.
On June 24, 2007, the notional amount of outstanding Japanese yen forward contracts that are designated as
cash flow hedges was $77.6 million. As of June 24, 2007, a hypothetical adverse foreign currency exchange rate
movement of 10 percent and 15 percent in the Japanese yen would result in a potential loss in fair value of our
cash flow hedge forward contracts of $7.8 million and $11.6 million, respectively.
61
Our outstanding long-term debt of $250.0 million bears interest at LIBOR plus a spread ranging from 0.10%
to 0.50%, depending upon a consolidated leverage ratio, as defined in the LRI Credit Agreement. The initial
spread under the LRI Credit Agreement is 0.10%. The principal payment of $250 million is due on June 19, 2011.
The fair value of long-term debt approximates its carrying value due to the variable interest rate applicable to
the debt. Please see additional information under “Subsequent Events” regarding termination of the LRI Credit
Agreement and our entry into a new credit agreement.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
• Historical Board and Compensation Committee procedures regarding the issuance and approval of
stock option grants;
• Historical coordination among departments relating to the administration of the stock option grant
process;
• Historical compliance with and application of accounting standards with respect to stock option
grants;
62
coordination among relevant departments; training with respect to equity compensation; and record-keeping.
The Company is currently reviewing all of the Independent Committee’s recommendations as well as a potential
timetable for implementation, but the Company believes that the substance of many of the recommendations of
the Independent Committee have already been incorporated into the Company’s current equity compensation
processes. This belief is consistent with the determination by the Independent Committee and the Company that
the granting of RSUs after fiscal year 2005 was not within the scope of the Independent Committee review in
part due to the documentation and testing required by Section 404 of the Sarbanes-Oxley Act of 2002.
The Independent Committee concluded that there was no intentional misconduct on the part of Company
management or the Company’s independent directors.
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.
63
PART III
DIRECTORS
Listed below are the Company’s ten directors whose terms expire at the next annual meeting of
stockholders.
Director Principal Occupation and Business Experience
Director Age* Since During Past Five Years
James W. Bagley. . . . . . . . . . 69 1997 Mr. Bagley is the Executive Chairman of the Board of Directors.
He has been a director of the Company since the merger of
Lam Research and OnTrak Systems, Inc., in 1997, and has
served as Chairman of the Board since 1998. Mr. Bagley was
appointed to the office of Executive Chairman in 2005. From
1997 until 2005, Mr. Bagley served as Chief Executive Officer
of the Company.
From 1996 to 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. Mr.
Bagley is currently a director of Micron Technology, Inc. and
Teradyne, Inc.
David G. Arscott(1). . . . . . . . 63 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). . . . . 70 2001 Dr. Berdahl has been a director of the Company since 2001.
Dr. Berdahl is currently, and has been since May 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.
64
Director Principal Occupation and Business Experience
Director Age* Since During Past Five Years
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
SOPRA S.A., the National Science and Technology Medals
Foundation, and the Scripps Research Institute.
Jack R. Harris(2). . . . . . . . . . 65 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. From 1986 until 1999, Mr. Harris
was Chairman, Chief Executive Officer, and President of
Optical Specialties, Inc.
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.
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,
StrataLight Communications, and WJ Communications, Inc.
Stephen G. Newberry. . . . . . 54 2005 Mr. Newberry has been a director and the Chief Executive
Officer of the Company since 2005. Mr. 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 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, 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.
65
Director Principal Occupation and Business Experience
Director Age* Since During Past Five Years
Seiichi Watanabe(1) . . . . . . . 66 2005 Dr. Watanabe has been a director of the Company since 2005.
Dr. Watanabe is currently, and since 2007 has been, the Executive
Director of TechGate Investment, Inc., of Japan. 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, and of
Zeta Bridge Corporation 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.
EXECUTIVE OFFICERS
The information required by this item is incorporated by reference from the Section entitled “Executive
Officers of the Company” in Part I, Item I.
66
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 SEC and 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 seventy-five years, and no
director may serve on more than a total of four boards of public companies (including the Company’s
Board).
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.
67
• Current Board Members – The Board has determined that the following 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.
Board Training and Self-Assessment
• 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 2007 fulfilled this expectation. In fiscal year 2005, a majority
of the directors then serving attended at least one conference certified by an institutional investor
services organization. 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.
68
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 2006 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 promptly following final
compilation of the voting results.
69
Board Meetings and Committees
The Board of Directors of the Company held a total of eleven regularly scheduled or special meetings
during fiscal year 2007. All of the directors who served for the entire fiscal year attended at least 75% of the
aggregate number of Board meetings and meetings of Board committees on which they were a member during
fiscal year 2007, with the exception of Mr. Newberry, who attended 73% of such meetings.
The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating/
Governance Committee.
The Company has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). During fiscal year 2007, the Audit Committee
consisted of Board members Arscott, Inman, Lego, and Watanabe. 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 nine meetings during fiscal year 2007. 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 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 Lam Research Board of Directors has determined that
Ms. Lego is an audit committee financial expert as set forth in Item 407(d)(5)(ii) of Regulation S-K of the rules
promulgated by the SEC and that Ms. Lego is independent in accordance with the NASDAQ criteria for audit
committee independence
During fiscal year 2007, the Compensation Committee consisted of Board members Berdahl, Elkus,
Harris, and Wolpert. All Compensation Committee members are independent, non-employee directors.
The Compensation Committee held seven meetings during fiscal year 2007. 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 2007, the Nominating/Governance Committee consisted of Board members Berdahl,
Elkus, and Inman. All Nominating/Governance Committee members are independent, non-employee directors.
The Nominating/Governance Committee held three meetings during fiscal year 2007. 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. No material changes to the procedures by which stockholders may nominate or recommend nominees
were made during fiscal year 2007.
70
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who
own more than 10% of a registered class of the Company’s equity securities to file an initial report of ownership
on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Executive officers, directors, and greater-
than-10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a)
forms they file. Specific due dates for these reports have been established, and the Company is required to
disclose in this 2007 Form 10-K any failure to file such reports on a timely basis. Based solely on its review of
the copies of such forms received by it, and written representations from certain reporting persons, the Company
believes that all of these requirements were satisfied during the 2007 fiscal year.
Overview
Lam Research’s Compensation Committee (the “Committee”) oversees and administers compensation
policies, programs, and practices applicable to the Company’s executive officers. The Committee also reviews
policies and programs on at least a calendar year basis and recommends, where appropriate, material changes
for the independent members of the Board’s consideration and approval. In addition, the Committee establishes
and periodically reviews corporate goals and objectives for the Chief Executive Officer; evaluates the CEO’s
performances in light of those goals and objectives; and, based on such evaluation, recommends, for approval
by the independent members of the Board, the CEO’s compensation packages, including any employment
agreement.
This Compensation Discussion and Analysis (CD&A) discusses our compensation program for the period
including fiscal year 2007 and covers actions regarding executive compensation that were taken through
March 21, 2008 for our executive officers listed below (the “named executive officers”) whose compensation is
detailed in the tables below:
Name Title
* During most of fiscal 2007, Mr. Bright was our Executive Vice President, Regional Business and Global
Products, which was an executive officer position. His current position which he assumed in March 2007
is no longer an executive officer position.
CD&A consists of the following sections:
Philosophy & Objectives explains the philosophy and objectives of our compensation program
Executive Compensation Program Components and Process explains the major elements of our
compensation program as well as the process by which the compensation of our executive officers is
determined
Peer Group identifies the peer group to which we compare our compensation program
Base Salary, Annual Incentive Awards and Multi-Year Cash-Based Incentive Program (MYIP) each explain
a major element of our compensation program
71
Equity Incentive Compensation explains the role of equity incentive awards in our compensation
program
Compensation of Chief Executive Officer and Compensation of Executive Chairman summarizes the
employment agreements that we have with our Chief Executive Officer and our Executive Chairman
Change in Control and Severance Arrangements explains the role of such arrangements in our compensation
program
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
Medical and Dental Insurance Retirement Benefit 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 explain 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
payments and awards made during fiscal 2007.
• 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 minimizing undue 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 comparable to 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 meets with our Executive Chairman, senior management, and specialists from
Human Resources, Finance and Legal. Management makes recommendations to the Committee on the base
72
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. 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 such members of our Board of Directors.
We also have included severance provisions in employment agreements we have entered into with
Messrs. Bagley, Newberry and Bright. These employment agreements are described in more detail below as
well as in the “Potential Payments Upon Termination or Change-in-Control” section below. We typically do not
offer severance provisions in our agreements with executive officers but we retain the flexibility to do so on an
individual basis 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: Generally. At the beginning of each calendar year, the Committee reviews base salaries, annual
incentives and long-term incentives and revises the overall compensation package from time to time 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 cash-based MYIP in consideration of, among other concerns, changes to accounting rules
regarding expense recognition for equity-based awards.
73
When appropriate, the Committee has also adjusted compensation components to account for the level
of previous earnings by an executive officer. For example, in February 2006, the Committee provided a
supplemental one-year plan under the MYIP for Messrs. Anstice, Maddock and Hariri in consideration for the
absence of equity incentive grants to them in the years prior to the adoption of the MYIP and the relatively low
level of equity incentive awards made to them in comparison to executive officers in similar positions from our
peer group. Messrs. Anstice, Maddock, and Hariri have not received an equity award since 2002.
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. Typically, the Committee meets in January and/or February to review
the operating profit performance target and target incentive amounts for the first half of the calendar year and
in August to review those targets for the second half of the calendar year. By reviewing performance targets
and accrued 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 was designed and proposed to the Committee by management and 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
occurs, (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 annually and funding is accrued on a periodic basis. A new MYIP cycle
typically commences at the beginning of each calendar year and lasts for eight consecutive calendar 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 program performance metrics have been comprised of a formula based on attainment of the Company’s
operating profit 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 the peer group realized
pursuant to long-term equity-based incentive programs and to provide a recommendation on a competitive target
award 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. Typically, 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 profit
performance metric for the then-current calendar year for each cyle of the MYIP then in effect.
Process: Setting Targets. The Committee 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 would 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 our specific operating profit 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 applicable MYIP performance cycle. For
calendar years 2007 and 2008, the Committee revised the operating profit growth targets upward to provide a
greater degree of difficulty in meeting those targets in light of the business plan and outlook each year.
74
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.
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 2007, the peer group consisted of the following
companies:
Analog Devices, Inc. National Semiconductor Corporation
Applied Materials, Inc. Novellus Systems Inc.
Cymer, Inc. NVIDIA Corporation
Cypress Semiconductor Corporation Plexus Corp.
Fairchild Semiconductor International, Inc. SanDisk Corporation
KLA-Tencor Corporation Teradyne, Inc.
LSI Corporation Varian Semiconductor Equipment Associates, Inc.
MEMC Electronic Materials, Inc. Xilinx, Inc.
Molex Incorporated
In addition to peer group data, our human resources department engaged outside consultants from Radford,
the Presidio Group and F.W. Cook & Co. to analyze published survey market data on base salary, bonus targets,
equity awards and total compensation.
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 Calendar
Name Year 2006 Year 2007 Year 2008
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . $710,000 $800,000 $800,000
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . . . . . . . . $340,000 $380,000 $400,000
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . . . . . . . . $375,000 $400,000 $416,000
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $275,000 $300,000 $315,000
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . $312,000 $340,000 $360,000
Nicolas J. Bright. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $435,000 $461,100* NA*
* In connection with Mr. Bright’s Employment Agreement, his base salary was further increased to $500,000
in February 2007. The Company does not expect Mr. Bright to be a named executive officer for fiscal year
2008.
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 target bonus 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 a fixed ratio based on the Company’s actual operating profit achievement. The calculated incentive
75
award for executive officers (other than the CEO) may be increased by the Committee, and may be subject to
negative discretion by the Committee (or the independent members of the Board with respect to the CEO) after
the performance period.
The individual metrics for calendar years 2006 and 2007 were given equal weight with the corporate
performance factor which was 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 profit metric under the MYIP discussed below. For calendar
years 2006 and 2007, the portion of the award based upon individual performance was subject to a maximum
multiplier of 1.5 on the performance factor.
Mr. Newberry
Annual incentive awards for Mr. Newberry for calendar years 2006, 2007, and 2008 were made 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 2006. The Board approved Mr. Newberry’s target bonus amount for calendar year 2006 at
100% of his annual eligible salary. 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. For calendar year 2006, no discretion was exercised by the Board
in determining Mr. Newberry’s annual incentive award. Mr. Newberry’s actual calendar year 2006 incentive
award was calculated at 2.13 times his target bonus amount, equal to a payout of $1,485,716. This amount is
included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below.
Calendar Year 2007. In February 2007, the Committee selected, and the independent members of the Board
approved, the annual bonus plan factors for Mr. Newberry for calendar year 2007 and established targets for
the first half of calendar 2007. Each of the factors and their relative weighting for Mr. Newberry’s 2007 annual
bonus award were unchanged from the 2006 calendar year plan except that under the corporate performance
factor, actual operating profit growth targets were revised upward to provide a greater degree of difficulty in
meeting those targets in light of the business plan and outlook for calendar year 2007. No changes were made
to Mr. Newberry’s performance targets for the second half of calendar year 2007. For calendar year 2007, no
discretion was exercised by the Board in determining Mr. Newberry’s annual incentive award. In February 2008,
the Committee recommended and the independent members of the Board approved that Mr. Newberry’s calendar
year 2007 annual incentive award be calculated at 1.80 times his target bonus amount, equal to a payout of
$1,427,690.
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.
76
Calendar Year 2006. In February 2007, the Committee approved incentive award payouts for calendar year
2006 performance at amounts ranging from 1.90 to 2.05 times the executives’ target bonus award reflecting each
executive’s individual performance results. Actual dollar amounts are reported in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table below. The Committee did not exercise discretion
to increase or reduce any awards during calendar year 2006.
Calendar Year 2007. In January 2008, the Committee approved incentive award payouts for calendar year
2007 performance at amounts ranging from 1.61 to 1.80 times the executives’ target bonus award reflecting each
executive’s individual performance results against the organizational objectives mentioned above. Additionally,
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.
Earned annual incentive awards for calendar years 2005, 2006, and 2007 are provided in the table below
for the named executive officers.
Earned Annual Incentive Award
Calendar Year Calendar Year Calendar Year
Name 2005 2006 2007
Stephen G. Newberry���������������������������������������������������������� $944,568 $1,485,716 $1,427,690
Martin B. Anstice���������������������������������������������������������������� $350,437 $ 447,212 $ 503,258
Ernest E. Maddock�������������������������������������������������������������� $362,135 $ 510,745 $ 490,602
Abdi Hariri�������������������������������������������������������������������������� $220,600 $ 328,354 $ 332,268
Richard A. Gottscho������������������������������������������������������������ $274,938 $ 419,207 $ 403,546
Nicolas J. Bright������������������������������������������������������������������ $494,236 $ 744,543 NA*
* The Company does not expect Mr. Bright to be a named executive officer for fiscal year 2008.
77
MYIP Performance Periods
Fiscal 2007
2006 MYIP
2007 MYIP
2008 MYIP
Supplemental
Performance factors, comprised of a formula based on the attainment of the Company’s operating
profit target, are established by the Committee annually and measured and accrued on a quarterly basis. In
February 2006, the Committee (and the independent members of the Board with respect to the CEO) established
the operating profit 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 profit performance metric upon which actual incentive awards would be calculated for
calendar 2007 under both the 2006 and 2007 MYIPs. In January 2008, the Committee established the operating
profit performance metric upon which actual incentive awards would be calculated 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 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.
The Committee (and the independent members of the Board with respect to the CEO) has the opportunity
to review the provisional accruals on a periodic basis and may choose to exercise negative discretion to reduce
the amount of award accruals 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 during
calendar years 2006 or 2007, with the exception of Mr. Bright, whose 2006 MYIP award payment was reduced
from the calculated amount.
The aggregate individual target award amounts and the aggregate amounts earned for the named executive
officers under each cycle of the MYIP (except for Mr. Gottscho who participates in the 2008 MYIP only) were:
Aggregated Individual Aggregated Individual Earned Award as a %
MYIP Target Amounts Earned Awards of Target Amount
2006 �������������������������������������������������������� $8,325,000 $20,567,500 247%
2007 �������������������������������������������������������� $9,157,500 NA(1) NA(1)
2008(2) ���������������������������������������������������� $9,214,500 NA(3) NA(3)
Supplemental ������������������������������������������ $2,520,000 $ 3,872,300 154%
(1) Earned awards under the 2007 MYIP are scheduled for a February 2009 payment.
(2) Mr. Bright is not a participant of the 2008 MYIP.
(3) Earned awards under the 2008 MYIP are scheduled for a February 2010 payment.
78
Equity Incentive Compensation
The Company believes that long-term equity incentive awards can be a useful part of its executive
compensation program. However, as discussed above, the Company has chosen to grant primarily long-term
cash incentive awards to its executive officers for calendar years 2006 and 2007. The Committee or Board may
use its discretion to grant stock options or restricted stock units to executive officers in the future to provide
competitive long-term incentives and to reward behaviors that result in long-term stockholder value growth. At
this time, the Company does not have a formal policy with respect to the timing of granting equity awards.
79
Elective Deferred Compensation Plan
Lam Research maintains a non-qualified deferred compensation plan, the Elective Deferred Compensation
Plan (the “EDCP”), which allows eligible employees, including executive officers, to voluntarily defer receipt
of all or a portion of his/her salary and all or a portion of a bonus payment until the date or dates elected by
the participant, thereby allowing the participating employee to defer taxation on such amounts. The EDCP is
offered to eligible employees, including the named executive officers, in order to allow them to defer more
compensation than they would otherwise be permitted to defer under a tax-qualified retirement plan, such as
The Lam Research Corporation Employee Savings Plus Plan (the “401(k) Plan”). Further, Lam Research offers
the EDCP as a competitive practice to enable it to attract and retain top talent.
The EDCP is evaluated by the human resources group for competitiveness in the marketplace from time to
time, but the level of benefits provided is not typically taken into account in determining an executive’s overall
compensation package for a particular year due to its conservative nature.
Retirement Benefits Under the 401(k) Plan and Not-Generally-Available Benefit Programs
Each of Lam Research’s named executive officers is eligible for additional benefits generally available
to Company employees such as matching contributions to Lam Research’s 401(k) plan and medical coverage
benefits. Lam Research also provides additional benefits to its named executive officers that are not generally
available to other Company employees, including the payment of term life insurance premiums, payment of
medical co-insurance premiums and matching contributions to the EDCP in lieu of decreased contributions
that would otherwise have been made had such EDCP deferrals not been made. The amount of the Company
EDCP contribution that is not generally available to other Company employees is shown in the “All Other
Compensation Table” below.
80
Accounting and Tax Considerations
Mr. Hariri received taxable income in fiscal year 2007 on the tax payments made on Mr. Hariri’s behalf by the
Company to compensate for the difference in income tax liabilities resulting from an expatriate assignment.
In determining which elements of compensation are to be paid, and how they are weighted, Lam
Research also takes into account whether a particular form of compensation will be considered “performance-
based” compensation for purposes of Section 162(m) of the Internal Revenue Code. Under Section 162(m),
Lam Research generally receives a federal income tax deduction for compensation paid to any of its named
executive officers only if the compensation is less than $1 million during any fiscal year or is “performance-
based” under Section 162(m). In 2004, Lam Research adopted the EIP with a structure intended to provide for
the tax deductibility of awards granted under the EIP. Accordingly, during fiscal 2007, the annual incentive
awards granted to Mr. Newberry and to the greatest extent possible, all MYIP grants to Mr. Newberry and the
other named executive officers were granted under Lam Research’s EIP. In November 2006, our stockholders
approved an amendment to the EIP that increased the amount of cash awards that may be paid to any one
participant in respect of achievement of performance goals for any twelve-month period to $12 million. Prior to
the amendment, the maximum amount of awards that could be paid to a participant in a twelve-month period and
qualify for deductiblity under Section 162(m) was $2 million. Accordingly, we expect that all MYIP grants made
after passage of the amendment will qualify for deductibility under Section 162(m). The prior $2 million limit
for deductibility will likely apply to performance periods under grants prior to the amendment. The Committee
currently intends to continue to seek a tax deduction for all of Lam Research’s executive compensation, to the
extent it determines it is in the best interests of Lam Research.
To assist in the avoidance of additional tax under Section 409A of the Internal Revenue Code, Lam Research
structured the MYIP and the EDCP, and structures its equity awards, in a manner intended to comply with the
applicable Section 409A requirements. It is Lam Research’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.
81
SUMMARY COMPENSATION TABLE
Change in
Pension Value
and Nonqualified
Non-Equity Deferred
Fiscal Stock Option Incentive Plan Compensation All Other
Name and Principal Position Year Salary Bonus Awards (3) Awards (4) Compensation Earnings (11) Compensation (12) Total
Stephen G. Newberry������������� 2007 $ 759,039 $ — $ — $3,013 $ 7,588,859(5) $ 808 $ 19,602 $8,371,321
. Chief Executive Officer
and President
Martin B. Anstice������������������� 2007 353,077 — — 479 4,189,847(6) — 26,397 4,569,800
. Senior Vice President,
Chief Financial Officer
Ernest E. Maddock����������������� 2007 383,174 — — 2,681 3,369,508(7) 3 21,429 3,776,795
. Senior Vice President,
Global Operations
Abdi Hariri����������������������������� 2007 283,173 — — 1,028 2,728,276(8) 66 26,987 3,039,530
Group Vice President,
Customer Support
Business Group
Richard A. Gottscho ������������� 2007 327,692 — 747,356 1,194 419,207(9) 729 24,621 1,520,799
Group Vice President and
General Manager, Etch
Businesses
Nicolas J. Bright(1)����������������� 2007 456,250 787,500(2) — 7,712 1,925,690(10) 633 26,463 3,204,248
Executive Vice President
of Products
Salary, bonus, and non-equity incentive plan compensation above includes amounts earned in 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 amounts listed as “Executive Contributions” in the “Non-Qualified
Deferred Compensation Table”, which appears later in this document, represent contributions on amounts earned
during fiscal year 2007 and disclosed in the Summary Compensation Table above.
(1) Mr. Bright was the Company’s Executive Vice President, Regional Business & Global Products until his
transition to his present, non-Section 16 officer position on March 1, 2007.
(2) In March 2007, in connection with Mr. Bright’s transition to his current position with Lam Research, the
Committee approved, and the Company and Mr. Bright entered into an arrangement whereby Mr. Bright
will at minimum receive the target incentive amount established for his 2007 calendar year performance
under the Company’s 2007 MYIP provided that Mr. Bright remains employed by Lam Research through a
vesting date of March 1, 2008. The $787,500 above represents the amount attributable to fiscal year 2007
under this arrangement.
(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 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 2007 and prior to fiscal 2007.
(4) 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
prior to fiscal 2007. These compensation expenses reflect option awards granted during fiscal year 2002.
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.
82
(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 $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 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.
(7) 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 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.
(8) 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 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.
(9) Represents $419,207 earned by Mr. Gottscho pursuant to his 2006 annual incentive award.
(10) Represents $744,543 earned by Mr. Bright pursuant to this 2006 annual incentive award and $1,181,147
accrued on Mr. Bright’s behalf during fiscal 2007 under the 2006 MYIP.
(11) Reflects interest earned on deferred compensation, to the extent that the interest rate exceeded 120% of the
applicable federal long-term rate.
(12) Please refer to the “All Other Compensation Table” which follows this table for additional information.
83
ALL OTHER COMPENSATION TABLE
Company
Contribution
to the Elective
Company’s Deferred
Matching Company-paid Compensation Plan in Company-paid
Contributions to Term Life lieu of matching Medical
Fiscal the Company’s Insurance contributions to the Insurance Expatriate
Name Year 401(k) Plan Premiums (1) 401(k) Plan (2) Premiums (3) Income
Stephen G. Newberry��������������� 2007 $ — $1,699 $ — $17,903 $ —
Martin B. Anstice ���������������������� 2007 6,927 442 1,125 17,903 —
Ernest E. Maddock�������������������� 2007 — 1,114 5,871 14,444 —
Abdi Hariri������������������������������������ 2007 2,498 1,114 3,147 17,903 2,325(4)
Richard A. Gottscho������������������ 2007 6,590 1,699 996 15,336 —
Nicolas J. Bright�������������������������� 2007 8,027 1,479 — 16,957 —
84
(1) Represents awards granted under the 2007/2008 MYIP covering performance during calendar 2007 and
2008. Amounts shown are for performance over the two-year period.
(2) Represents awards granted under the 2007 annual incentive award. Please see the “Annual Incentive
Awards” section earlier in this document for details on actual payments made in February 2008 for the
2007 annual incentive awards.
(3) These restricted stock units were granted on January 4, 2007. One-third of the awards will vest on
April 15, 2008, August 1, 2008, and December 1, 2008 provided that Mr. Gottscho remains an employee of
the Company on each such date.
(4) Represents the grant date fair value of the restricted stock units based upon the closing stock price of $51.92
per share on the grant date of January 4, 2007.
(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 February 27, 2003, 15,300 on February 27, 2004, 28,800 on February 27, 2005, and 28,800 on
February 27, 2006.
(7) These restricted stock units (RSUs) were granted on August 4, 2005. 100% of the RSUs vested on
August 4, 2007.
85
(8) 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.
(9) These restricted stock units (RSUs) were granted on January 4, 2007. 33.33% will vest on April 15, 2008,
August 1, 2008 and December 1, 2008 provided that the person remains an employee on each such date.
OPTION EXERCISES AND STOCK AWARD VESTING DURING FISCAL YEAR 2007
Option Awards Stock Awards
Number of Shares Number of Shares
Acquired on Value Realized on Acquired on Value Realized on
Name Exercise Exercise (1) Vesting Vesting
Stephen G. Newberry�������������������������� — — — —
Martin B. Anstice�������������������������������� — — — —
Ernest E. Maddock������������������������������ — — — —
Abdi Hariri������������������������������������������ — — — —
Richard A. Gottscho���������������������������� 2,118 $ 72,294 — —
Nicolas J. Bright���������������������������������� 6,949 $223,703
(1) The value realized equals the difference between the option exercise price and the fair market value of Lam
Research’s Common Stock on the date of exercise, multiplied by the number of shares for which the option
was exercised.
(1) Under Lam Research’s EDCP, participants may defer up to 100% of base salary and/or bonus compensation.
The minimum deferral amount is $5,000 in any plan year. Deferral elections may be changed each year
during the fall enrollment period. The participants may elect to have their deferrals tracked to 16 variable
rate funds. Participants may establish up to 5 distribution accounts, each to begin payment in a specific year
or upon Retirement. Accounts must be elected at the time of enrollment. All amounts listed as “Executive
Contributions” in the table above represent contributions on amounts earned during fiscal year 2007 and
disclosed in the Summary Compensation Table earlier in this document.
(2) Amounts credited to the EDCP consist only of cash compensation that has been earned and payment
of which has been deferred by the participant. The amounts deferred under the EDCP are credited with
interest in the sum of (a) the yield-to-maturity of five-year U.S. Treasury notes plus (b) 1.50% or with gains
or losses that “mirror” the market performance of the funds selected by employees, net of management
fees and expenses. Lam Research generally may not take a deduction with respect to amounts deferred
under the EDCP until such amounts are paid out. However, in certain circumstances where an amount is
determinable by formula or otherwise fixed at year end and paid within two and one-half months of year
end, Lam Research may take a deduction before the amounts are paid.
(3) The above-market or preferential earnings portion of these amounts are reported in the Summary
Compensation Table under the column entitled “Change in Pension Value and Nonqualified Deferred
Compensation Earnings.”
86
The Company first adopted a deferred compensation plan in 1994 (the “1994 Deferral Plan”). The 1994
Deferral Plan remains in effect but was closed to further contributions as of December 31, 2004. The Company
adopted a new deferred compensation plan (the “EDCP”) effective January 1, 2005. Contributions by eligible
executives on or after January 1, 2005, will be maintained in the EDCP. Both Deferred Compensation Plans are
voluntary, non-tax-qualified, deferred compensation plans that encourage executives to save for retirement. Under
the Deferred Compensation Plans, participants were and are entitled to defer compensation until retirement,
death, other termination of employment, or until specified dates.
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 Plans 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 broad 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, Bright and
Bagley assuming the termination of his employment on June 24, 2007, 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.
87
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 fifteen (15) months of his then-annual base compensation, and he will receive
annually any benefits under the Executive Retirement Medical Benefit 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 Benefit 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 twelve (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.
Stephen G. Newberry
President and Chief Executive Officer
Voluntary
Executive Benefits and Termination Involuntary Termination
Payments Upon Disability or Not for Change in
Termination Death For 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 and Welfare Benefit Continuation(1) . . $73,000 $ 73,000 $ — $ 73,000 $73,000
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $73,000 $ 873,000 $ — $ 1,073,000 $73,000
(1) Assumes executive qualifies for Lam Research’s Executive Retirement Medical Benefit Plan and reflects
the most recent independent actuarial valuation of this benefit.
88
Bright Agreement
The employment agreement which the Company entered into with Mr. Bright effective August 1, 2003
(the “Bright Agreement”) provides that in the event of a change in control of the Company, subject to certain
conditions set forth in the Bright Agreement, or involuntary termination of Mr. Bright without cause (as defined
in the agreement), all unvested stock options granted to Mr. Bright will automatically be accelerated in full so
as to become fully vested. Mr. Bright will have two years from the date of termination in which to exercise
such options. Mr. Bright presently does not have any unvested or unexercised stock option grants but any new
grants to Mr. Bright would be subject to such provisions. If Mr. Bright’s employment is involuntarily terminated
without cause, he will be entitled to receive a lump sum payment equal to fifteen (15) months of his then-annual
base compensation, and any annual benefits under the Executive Retirement Medical Benefit plan for which he
qualifies following the date of termination. In the event of Mr. Bright’s death, his estate will be entitled to receive
an amount equal to his annual base salary payable in a lump sum. If Mr. Bright becomes disabled, he will be
entitled to receive his base salary for a period of twelve (12) months from the date disability is certified, as well
as any bonus earned prior to the effective date of disability.
Nicolas J. Bright
Executive Vice President of Products
Voluntary
Termination Involuntary Termination
Executive Benefits and
Payments Upon Disability or Not for Change in
Termination Death For Cause Cause Control
Compensation
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 500,000 $— $ 625,000 $ —
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 and Welfare Benefit Continuation(1). $ 77,000 $ 77,000 $— $ 77,000 $77,000
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 77,000 $ 577,000 $— $ 702,000 $77,000
(1) Assumes executive qualifies for Lam Research’s Executive Retirement Medical Benefit Plan and reflects
the most recent independent actuarial valuation of this benefit.
89
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
the $2.5 million lump sum payment to be paid on April 15, 2009, provided the conditions precedent therefore 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; to the lump sum payment when
otherwise due; to continued annual medical benefits under the Executive Retirement Medical Benefit 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 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 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 Agreement, Mr. Bagley may not solicit any of the Company’s employees to become employed
by any other business enterprise.
James W. Bagley
Executive Chairman of the Company
Voluntary
Termination(2) Involuntary Termination
Executive Benefits and
Payments Upon Not for Change in
Termination Death For Cause Cause Control
Compensation
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $2,500,000 $— $420,000 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 and Welfare Benefit Continuation(1) . . . $ 44,000 $ 44,000 $— $ 44,000 $ 44,000
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,000 $2,544,000 $— $464,000 $ 44,000
(1) Assumes executive qualifies for Lam Research’s Executive Retirement Medical Benefit Plan and reflects
the most recent independent actuarial valuation of this benefit.
(2) Remains eligible for the $2.5 million lump sum payment, provided the conditions precedent are fulfilled.
90
DIRECTOR COMPENSATION IN FISCAL YEAR 2007
Change in Pension
Value and
Nonqualified
Non-Equity Deferred All Other
Fees Earned or Stock Awards (2), Incentive Plan Compensation Compensation
Paid in Cash (3), (4) Option Awards Compensation Earnings (5) (6), (7)
Name ($) ($) ($) ($) ($) ($) Total ($)
David G. Arscott. . . . . . . . . . $46,000 $ 239,750 $— $— $ 68 $ — $285,818
Robert M. Berdahl . . . . . . . . $51,000 $ 239,750 $— $— $ — $ — $290,750
Richard J. Elkus, Jr. . . . . . . . $49,000 $ 239,750 $— $— $ — $ — $288,750
Jack R. Harris. . . . . . . . . . . . $46,000 $ 239,750 $— $— $ — $ — $285,750
Grant M. Inman . . . . . . . . . . $49,000 $ 239,750 $— $— $ — $ — $288,750
Catherine P. Lego. . . . . . . . . $46,000 $ 239,750 $— $— $ — $ — $285,750
Seiichi Watanabe . . . . . . . . . $46,000 $ 379,676 $— $— $ — $5,630 $431,306
Patricia S. Wolpert(1). . . . . . $44,000 $ 207,064 $— $— $ — $ — $251,064
(1) Director Patricia Wolpert received a pro-rated annual cash retainer equal to $18,000 during fiscal year
2007, in recognition of her services as a director during a portion of calendar year 2006, for which she had
not previously received cash compensation. Ms. Wolpert was granted 2,500 restricted shares on December
5, 2006. The shares vested on August 14, 2007.
(2) 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 November 1, 2007, with receipt deferred
until January 31, 2008.
(3) Each Director (excluding Mr. Watanabe and Ms. Wolpert) received a grant of 5,000 restricted shares on
January 31, 2006 based on the closing price of the Company’s Common Stock of $46.43. The units vested
on January 31, 2007.
(4) Mr. Watanabe was granted 10,000 restricted shares on January 31, 2006 based on the closing price of the
Company’s Common Stock of $46.43. The units vested on January 31, 2007.
(5) Reflects interest earned in fiscal year 2007 on deferred compensation, to the extent that the interest rate
exceeded 120% of the applicable federal long-term rate.
(6) Value of fees for visa and immigration services provided to Dr. Watanabe in Fiscal Year 2007.
(7) Value of fees for tax services provided to Dr. Watanabe in Fiscal Year 2007.
Lam Research’s non-employee directors received the following compensation for their services for calendar
year 2007: annual cash retainer of $42,000; cash retainer of $2,000 for service as the chair of a committee; and
cash retainer of $2,000 for service as lead director. No additional compensation in the form of meeting fees was
provided for calendar year 2007. For calendar year 2006, the non-employee directors received the following
compensation: annual cash retainer of $36,000, cash retainer of $2,000 for service as the chair of a committee;
cash retainer of $2,000 for service as lead director; and $1,000 for each meeting attended in person on a day other
than a regularly scheduled board meeting. Lam Research’s non-employee directors will receive the following
compensation for their services for calendar year 2008: annual cash retainer of $42,000; cash retainer of $7,500
for service as the chair of a committee other than the Audit Committee; cash retainer of $10,000 for service as
the chair of the Audit Committee; and cash retainer of $7,500 for service as lead director.
In addition, former members of Lam Research’s Board of Directors can participate in the Company’s
Executive Retirement Medical Benefit Plan if they meet the eligibility requirements. Lam Research’s accumulated
post-retirement benefit obligation for the eligible directors under SFAS No. 106 is shown below:
Name FY 2007
David G. Arscott. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,000
Robert M. Berdahl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,000
Richard J. Elkus, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,000
Jack R. Harris. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47,000
Catherine P. Lego. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,000
91
COMPENSATION COMMITTEE REPORT
The purposes of the Compensation Committee are to assist the Board in the discharge of its responsibilities
with respect to compensation for the Company’s executive officers and independent directors, report annually
to the Company’s stockholders on executive compensation matters, administer the Company’s equity-based
compensation plans, and take or cause to be taken such other actions and address such other matters as the Board
may from time to time authorize the Committee to undertake or assume responsibility.
The Compensation Committee has reviewed and discussed with Management the Compensation
Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on these reviews and discussions,
the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in the Company’s Annual Report on Form 10-K.
The Compensation Committee was composed of the following independent non-employee directors during
fiscal year 2007, and remains so composed as of the date of this report: Directors Berdahl, Elkus, Harris, and
Wolpert.
COMPENSATION COMMITTEE
Robert M. Berdahl
Richard J. Elkus, Jr.
Jack R. Harris
Patricia S. Wolpert
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationship exists or existed during fiscal year 2007 between any member of our
Compensation Committee and any member of any other company’s board of directors or compensation
committee. The Compensation Committee consisted of directors Berdahl, Elkus, Harris, and Wolpert during
fiscal year 2007.
92
Item 12. S
ecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
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 knows to beneficially own more than 5%
of the Company’s Common Stock, 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 above in
the Compensation Discussion & Analysis 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 February 15, 2008, the most recent practicable
date for such determination (the “Ownership Date”), and, with respect to the 5% stockholders, the information
below is provided with respect to holdings as of December 31, 2007, unless otherwise identified. The percentage
is calculated using 124,768,843 as the number of shares of the Company’s Common Stock outstanding as of the
Ownership Date.
Shares Beneficially Percent of
Name of Person or Identity of Group Owned (1) Class
Wellington Management Company LLP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,631,400(2) 10.9%
75 State Street
Boston, Massachusetts 02109
AXA Assurances Mutuelles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,188,800(2) 7.4%
25, Avenue Matignon
Paris, France 75008
AllianceBernstein LP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,157,365(2) 7.3%
13456 Avenue of the Americas
New York, New York 10105
Capital Group International, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1100 Santa Monica Blvd.
Los Angeles, California 90025 6,917,820(2) 5.5%
James W. Bagley. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,000 *
David G. Arscott. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,175 *
Robert M. Berdahl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,140 *
Richard J. Elkus, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,810 *
Jack R. Harris. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,770 *
Grant M. Inman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152,190 *
Catherine P. Lego. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,440 *
Stephen G. Newberry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210,500 *
Seiichi Watanabe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,440 *
Patricia S. Wolpert. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,940 *
Martin B. Anstice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,117 *
Nicolas J. Bright. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,152(3) *
Richard A. Gottscho. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,030 *
Abdi Hariri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,398 *
Ernest E. Maddock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,374 *
All current directors and current executive officers as a group
(15 persons)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993,112 *
93
(1) Includes shares subject to outstanding stock options and restricted stock units (RSUs) that are exercisable
within 60 days after February 15, 2008, if any, with respect to:
(2) Beneficial ownership calculations for 5% stockholders are based on publicly filed Schedules 13D or 13G,
which 5% stockholders are required to file with the SEC, and which generally set forth ownership interests
as of December 31, 2007.
(3) Includes 120 shares held in trust for Mr. Bright’s dependent children.
(4) Current directors and current executive officers, as of February 15, 2008, include: Mr. Bagley, Mr. Arscott,
Dr. Berdahl, Mr. Elkus, Mr. Harris, Mr. Inman, Ms. Lego, Mr. Newberry, Dr. Watanabe, Ms. Wolpert,
Mr. Anstice, Mr. Bondur, Mr. Gottscho, Mr. Hariri, and Mr. Maddock.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS
The following table provides information as of June 24, 2007, regarding securities authorized for issuance
under the Company’s equity compensation plans. The equity compensation plans of the Company include the
1991 Stock Option Plan, the 1996 Performance-Based Restricted Stock Plan, the 1997 Stock Incentive Plan, the
1999 Stock Option Plan, the 2007 Equity Incentive Plan, and the 1999 Employee Stock Purchase Plan.
Number of
Securities to Number of Securities
be Issued Upon Weighted-Average Remaining Available
Exercise of Exercise Price for Future Issuance Under
Outstanding Options, of Outstanding Equity Compensation
Warrants, Options, Warrants, Plans (excluding securities
Plan Category and Rights and Rights (5) reflected in column (a))
(a) (b) (c)
Equity compensation plans approved
by security holders . . . . . . . . . . . . . . . . . . . 1,734,273(1)(2) $ 19.09 26,084,502(3)
Equity compensation plans not approved
by security holders . . . . . . . . . . . . . . . . . . . 3,394,542(4) $ 20.68 2,669,719
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,128,815 $ 20.37 28,754,221
(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.
Pursuant to the provisions of the 1997 Plan approved by the Company’s stockholders, the number of shares
reserved for issuance under the plan will automatically be increased each calendar quarter if and to the
extent necessary to provide that the ratio of (a) the number of shares reserved for issuance under all of the
Company’s stock-based incentive plans to (b) the total number of shares of Lam Research Common Stock
outstanding on a fully-diluted basis will be equal to 18.5%; provided, that the number of shares reserved
for issuance under the Lam 1997 Stock Plan will in no event exceed fifteen million shares. During fiscal
year 2007, there were no additional amounts reserved for issuance.
94
(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 3,313,227 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.
(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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
No family relationships exist or existed during fiscal year 2007 among any of the Company’s directors and
executive officers. No related-party transactions occurred during fiscal year 2007. The information regarding
the identity of each director who is “independent” in accordance with NASDAQ and other applicable criteria
is incorporated by reference from Item 10, “Directors, Executive Officers and Corporate Governance—
Director Independence” and “Directors, Executive Officers and Corporate Governance—Board Meetings and
Committees”, above.
95
(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.”
(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 2007 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 2007.
96
PART IV
97
LAM RESEARCH CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
June 24, June 25,
2007 2006
As restated (1)
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 573,967 $ 910,815
Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,724 139,524
Accounts receivable, less allowance for doubtful accounts of
$3,851 as of June 24, 2007 and $3,822 as of June 25, 2006. . . . . . . . . . . . . 410,013 407,347
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235,431 168,714
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,727 53,625
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,499 26,344
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,416,361 1,706,369
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113,725 49,893
Restricted cash and investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360,038 470,038
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,414 52,571
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,741 —
Intangible assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,909 14,643
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,417 33,868
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,101,605 $ 2,327,382
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
98
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year Ended
June 24, June 25, June 26,
2007 2006 2005
As restated (1) As restated (1)
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,566,576 $ 1,642,171 $ 1,502,453
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,261,522 815,159 738,989
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,305,054 827,012 763,464
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285,348 229,378 195,289
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . 241,046 192,866 165,832
Restructuring charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 14,201
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . 526,394 422,244 375,322
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 778,660 404,768 388,142
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,666 38,189 17,537
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,817) (677) (1,413)
Favorable legal judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,834 — —
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (620) (2,490) (8,004)
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . 847,723 439,790 396,262
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161,907 104,580 99,010
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 685,816 $ 335,210 $ 297,252
Net income per share:
Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.94 $ 2.42 $ 2.16
Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.85 $ 2.33 $ 2.09
Number of shares used in per share calculations:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,714 138,581 137,727
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,524 143,759 142,460
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
99
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended
June 24, June 25, June 26,
2007 2006 2005
As restated (1) As restated (1)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 685,816 $ 335,210 $ 297,252
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,097 22,000 25,517
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,055 37,222 89,310
Restructuring charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 14,201
Amortization of premiums/discounts on securities . . . . . . . . . . . . . . . . . . . . . . . (658) 2,683 3,285
Equity-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,554 23,993 3,588
Income tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . . . . 62,437 17,338 1,140
Excess tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . . . . . (44,990) (11,110) —
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,283 (326) (431)
Changes in working capital accounts:
Accounts receivable, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (513) (178,542) 13,470
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56,336) (59,038) (2,588)
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,180) (9,270) (455)
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,055 48,341 (33,108)
Deferred profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,112 50,675 (18,936)
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,827 88,206 33,685
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . 823,559 367,382 425,930
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,968) (42,080) (22,849)
Acquisitions of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (181,108) — —
Sales of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000 — —
Purchases of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,058,081) (129,464) (247,392)
Sales and maturities of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . 1,103,311 312,252 184,083
Transfer of restricted cash and investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,000 (385,000) 27,430
Net cash used for investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . (82,846) (244,292) (58,728)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations . . . . . . . . . . . . (100,171) (112) —
Net proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 349,632 —
Excess tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . . . . . . . 44,990 11,110 —
Treasury stock purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,083,745) (251,211) (167,081)
Reissuances of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,123 15,171 458
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,468 179,400 114,304
Net cash provided by (used for) financing activities . . (1,078,335) 303,990 (52,319)
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 774 1,485 3,964
Net increase (decrease)in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . (336,848) 428,565 318,847
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 910,815 482,250 163,403
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 573,967 $ 910,815 $ 482,250
Schedule of noncash transactions
Acquisition of leased equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 1,088 $ —
Supplemental disclosures:
Cash payments for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,700 $ 531 $ 1,341
Cash payments for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53,508 $ 11,873 $ 7,339
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
100
LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
DEFERRED
ADDITIONAL STOCK- ACCUMULATED
COMMON PAID-IN BASED OTHER RETAINED
STOCK COMMON CAPITAL, TREASURY COMPENSATION COMPREHENSIVE EARNINGS TOTAL
SHARES STOCK As restated (1) STOCK As restated (1) INCOME (LOSS) As restated (1) As restated (1)
Balance at June 27, 2004,
as previously reported . . . . . . . . . . . 134,988 $135 $ 628,076 $ (19,742) $(1,839) $ (15,283) $ 221,119 $ 812,466
Cumulative effect of restatements(1) . . . — — 91,476 — (5,607) — (63,211) 22,658
Balance at June 27, 2004,
as restated(1) . . . . . . . . . . . . . . . . . . 134,988 $135 $ 719,552 $ (19,742) $(7,446) $ (15,283) $ 157,908 $ 835,124
Sale of common stock . . . . . . . . . . . . . . 8,155 8 114,296 — — — — 114,304
Purchase of treasury stock . . . . . . . . . . . (5,855) (6) — (167,075) — — — (167,081)
Income tax benefit from stock
option transactions . . . . . . . . . . . . . — — 1,140 — — — — 1,140
Reissuance of treasury stock . . . . . . . . . 25 — — 753 — — (295) 458
Reversal of deferred stock-based
compensation due to forfeitures . . . — — (837) — 837 — — —
Amortization of deferred-stock
based compensation . . . . . . . . . . . . — — (428) — 4,016 — — 3,588
Components of comprehensive income:
Net income . . . . . . . . . . . . . . . . . . . . — — — — — — 297,252 297,252
Foreign currency translation
adjustment . . . . . . . . . . . . . . . . . — — — — — 3,584 — 3,584
Unrealized gain on fair value of
derivative financial
instruments, net . . . . . . . . . . . . . — — — — — 1,650 — 1,650
Unrealized loss on financial
instruments, net . . . . . . . . . . . . . — — — — — (379) — (379)
Less: reclassification
adjustment for gains
included in earnings . . . . . . — — — — — (361) — (361)
Total comprehensive income . . 301,746
Balance at June 26, 2005,
as restated(1) . . . . . . . . . . . . . . . . . . 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
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LAM RESEARCH CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY – (continued)
(in thousands)
DEFERRED
ADDITIONAL STOCK- ACCUMULATED
COMMON PAID-IN BASED OTHER RETAINED
STOCK COMMON CAPITAL, TREASURY COMPENSATION COMPREHENSIVE EARNINGS TOTAL
SHARES STOCK As restated (1) STOCK As restated (1) INCOME (LOSS) As restated (1) As restated (1)
Balance at June 25, 2006,
as restated(1) . . . . . . . . . . . . . . . . . . 141,785 $142 $1,051,851 $ (416,447) $ — $ (11,205) $ 784,423 $ 1,408,764
Sale of common stock . . . . . . . . . . . . . . 2,388 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 . . . . . . . . . 564 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)
Balance at June 24, 2007 . . . . . . . . . . . . 123,535 $124 $1,194,215 $(1,483,169) $ — $ (4,302) $1,469,452 $ 1,176,320
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
102
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 24, 2007
Note 1: Company and Industry Information
Lam Research Corporation (“Lam Research” or the “Company”) designs, manufactures, markets, and
services semiconductor processing equipment used in the fabrication of integrated circuits and is recognized as a
major provider of such equipment to the worldwide semiconductor industry. Semiconductor wafers are subjected
to a complex series of process steps that result in the simultaneous creation of many individual integrated circuits.
The Company leverages its expertise in these areas to develop integrated processing solutions which typically
benefit its customers through reduced cost, lower defect rates, enhanced yields, or faster processing time. The
Company sells its products and services primarily to companies involved in the production of semiconductors in
the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific.
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 the Company’s equipment can vary significantly from period to period as a
result of various factors, including, but not limited to, economic conditions, supply, demand, and prices for
semiconductors, customer capacity requirements, and the Company’s ability to develop and market competitive
products. For these and other reasons, the Company’s results of operations for fiscal years 2007, 2006, and 2005
may not necessarily be indicative of future operating results.
Note 2: Summary of Significant Accounting Policies
The preparation of financial statements, in conformity with U.S. generally accepted accounting principles
requires management to make judgments, estimates, and assumptions that could affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. The Company based its estimates and assumptions on historical experience and
on various other assumptions believed to be applicable, and evaluates them on an on-going basis to ensure they
remain reasonable under current conditions. Actual results could differ significantly from those estimates.
Revenue Recognition: The Company recognizes all revenue when persuasive evidence of an arrangement
exists, delivery has occurred and title has passed or services have been rendered, the selling price is fixed or
determinable, collection of the receivable is reasonably assured, and the Company has completed its system
installation obligations, received customer acceptance or is otherwise released from its installation or customer
acceptance obligations. In the event that terms of the sale provide for a lapsing customer acceptance period,
the Company recognizes revenue upon the expiration of the lapsing acceptance period or customer acceptance,
whichever occurs first. In circumstances where the practices of a customer do not provide for a written acceptance
or the terms of sale do not include a lapsing acceptance provision, the Company recognizes revenue where it
can be reliably demonstrated that the delivered system meets all of the agreed-to customer specifications. In
situations with multiple deliverables, revenue is recognized upon the delivery of the separate elements to the
customer and when the Company receives customer acceptance or is otherwise released from its customer
acceptance obligations. Revenue from multiple-element arrangements is allocated among the separate elements
based on their relative fair values, provided the elements have value on a stand alone basis, there is objective and
reliable evidence of fair value, the arrangement does not include a general right of return relative to the delivered
item and delivery or performance of the undelivered item(s) is considered probable and substantially in the
Company’s control. The maximum revenue recognized on a delivered element is limited to the amount that is
not contingent upon the delivery of additional items. Revenue related to 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
approximate actual costs on a first-in, first-out basis. The Company maintains a perpetual inventory system and
continuously records the quantity on-hand and standard cost for each product, including purchased components,
subassemblies and finished goods. The Company maintains 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
103
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 re-assessed at least annually 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 the
Company’s legal entities are eliminated from its 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. Generally, 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 the Company’s 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.
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, not to exceed 14 months from
shipment of the system to the customer. 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 through the application of detailed project record-keeping.
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 SFAS No. 123R.
SFAS No. 123R requires the recognition of the fair value of equity-based compensation in net income. The fair
value of the Company’s restricted stock units was calculated based upon the fair market value of Company stock
at the date of grant. The fair value of the Company’s 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 the
Company has elected to use the straight-line method for awards granted after the adoption of SFAS No. 123R and
continues to use a graded vesting method for awards granted prior to the adoption of SFAS No. 123R.
The Company makes quarterly assessments of the adequacy of its tax credit pool to determine if there
are any deficiencies which 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-
104
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 and the extraterritorial income deduction 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 APB 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.
In connection with the Company’s restatement of the consolidated financial statements, the Company has
applied judgment in choosing whether to revise measurement dates and if revised which measurement date to
select for prior option grants. Information regarding the restatement is set forth below in Note 3, “Restatement
of Consolidated Financial Statements” in these Notes to Consolidated Financial Statements and in “Restatement
of Previously Issued Financial Statements” in Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of the Company’s Annual Report on Form 10-K as of and for the year
ended June 24, 2007 (the “2007 Form 10-K”).
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
could 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 an interim basis 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 adjust 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 the Company’s
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 the Company’s results of operation and financial condition. The Company accounts
for the income tax contingencies in accordance with SFAS No. 5, “Accounting for Contingencies.”
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 for impairment at least
annually. In addition, the Company reviews goodwill and other intangible assets for impairment whenever events
or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.
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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 24, 2007 and included
52 weeks. The fiscal years ended June 25, 2006 and June 26, 2005 also included 52 weeks. The Company’s next
fiscal year, ending on June 29 2008 will include 53 weeks.
Principles of Consolidation: The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in
consolidation.
Cash Equivalents and 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 were no impairment charges recorded on
the Company’s investment portfolio in fiscal years 2007, 2006, or 2005. 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 seven 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.
Impairment of Long-Lived Assets: 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). 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
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
106
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 receivable balances. Under SFAS No. 133,
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), 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. 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
107
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 17 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 2007 presentation.
Note 3: Restatement of Consolidated Financial Statements
In these consolidated financial statements as of and for the year ended June 24, 2007. Lam Research
is restating its consolidated balance sheet as of June 25, 2006 and the related consolidated statements of
operations, stockholders’ equity, and cash flows for the years ended June 25, 2006 and June 26, 2005 as a
result of determinations from a voluntary independent stock option review described below. The Company also
recorded adjustments affecting previously-reported financial statements for fiscal years 1997 through 2004, the
effects of which are summarized in cumulative adjustments to additional paid-in capital, deferred stock-based
compensation, and retained earnings as of June 27, 2004.
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employees. Share amounts have been adjusted as applicable to reflect the March 2000 3 for 1 stock split. The
Independent Committee’s review also included procedures to identify potential modifications of stock option
grants and grants awarded to consultants, and testing of cash exercises. The Company had not awarded any
Company-wide stock option grants since October 2002 and stopped issuing stock option grants during fiscal
year 2005 and only issued restricted stock units (“RSUs”) thereafter. The Independent Committee did not include
fiscal years 2006 and 2007 in the scope of its review based on several factors including but not limited to the
fact that the Company only issued RSUs after fiscal year 2005 and the Company’s equity granting processes
and controls had been documented and tested as part of its assessment of the operating effectiveness of internal
control over financial reporting as required by Section 404 of the Sarbanes Oxley Act of 2002. Additionally, no
information arose during the stock option review that would indicate a need to expand the scope of the review
to include other periods.
The Independent Committee’s review included the collection and processing of over 3.5 million electronic
documents, which included hard drives and network share drives of numerous individuals, the Company’s
network servers, and backup tapes. The Independent Committee’s advisors also collected and reviewed hard
copy documents from numerous sources and conducted 61 interviews of 47 individuals, predominantly current
or former directors, officers and employees of the Company.
Company-wide Grants
Company-wide grants were awarded on ten dates during the Review Period, and are associated with
approximately half of the shares underlying option grants encompassed in the review. These ten dates include
grants issued on six dates for broad-based and primarily discretionary grants (“focal grants”), two grant dates that
were formula-based grants (“supplemental grants”) and two grant dates designed to address certain previously
granted stock options for which the exercise price was higher than the then-current fair value of the Company’s
Common Stock (“cancel and replace grants”). As a result of its review, the Company determined that the
actual measurement dates for certain stock option grants differed from the recorded grant dates. The Company
determined that the actual measurement date, meaning when the required actions necessary to grant the option
were completed, including the determination of the number of shares underlying the options to be granted to
each employee and the exercise price, was the correct measurement date to determine what, if any, stock-based
compensation was appropriate. Any intrinsic value of the options on the measurement date, measured as the
difference between the stated exercise price and the market price, has been recorded as compensation expense
during the periods when employees were providing services in exchange for the options.
With respect to the focal grants, the Company concluded that a process to determine the total number of
shares underlying the options, grant date and exercise price generally commenced prior to the recorded grant
date but that in certain cases the specific allocation of those shares among the various option recipients was
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not finalized until after the original recorded grant date. To address these circumstances, the Company has
revised the measurement date for accounting purposes for these option grants to a date after the original grant
date, when the allocation of the shares was first known to be finalized. The Company has recognized stock-
based compensation expense, net of forfeitures, of $61.2 million on a pre-tax basis as a result of these revised
measurement dates.
With respect to the supplemental grants, the Company determined that the general formula for determining
the number of shares underlying the option grant to which each recipient would be entitled was not sufficiently
finalized for accounting purposes at the original recorded grant date. To address these circumstances, the
Company has revised the measurement date for accounting purposes for these grants to the date when this
formula was first known to be finalized. The Company has recognized stock-based compensation expense, net
of forfeitures, of $5.6 million on a pre-tax basis as a result of these revised measurement dates.
The cancel and replace grants involved recipients electing to exchange certain stock options, for which the
exercise price was higher than the then current fair value of the Company’s Common Stock, in return for a new
grant of options. The Company determined that in both instances, the election deadline was after the recorded
grant date. The measurement date should have been the later of the recorded grant date or the date of election
because the elections were revocable up to the last day of the offer period. To address these circumstances, the
Company has revised the measurement date for accounting purposes for these grants to the last possible date of
election. The Company has recognized stock-based compensation expense, net of forfeitures, of $0.2 million on
a pre-tax basis as a result of these revised measurement dates.
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Grants to Consultant
The Company concluded that six granting actions to a non-employee consultant were incorrectly accounted
for as employee as opposed to non-employee stock awards. To address this circumstance, the Company has
recognized a stock-based compensation expense of $3.2 million on a pre-tax basis under “fair value” accounting
in accordance with the requirements of EITF Issue No. 96-18, “Accounting for Equity Instruments that are
Issued to Other than Employees for Acquiring or in Conjunction with Selling Goods or Services”.
Other Grants
For the remaining population reviewed of stock options granted during the stock option review period, the
Company has concluded that certain actual measurement dates differed from the recorded grant dates primarily
due to a lack of contemporaneous documentation evidencing approval as of the original recorded grant date. In
these circumstances, the Company has revised the measurement date for accounting purposes for these grants
to a date after the original grant date, when the shares underlying the options to be granted to each employee
and the exercise price were first known to be finalized. The primary issue with these grants was that there was
insufficient evidence to conclude that the specific allocation of those shares among the various grant recipients
was finalized at the original recorded grant date. To address these circumstances, the Company has revised
the measurement date for accounting purposes for these grants to a date after the original grant date, when the
allocation of the shares underlying the options and exercise price was first know to be finalized. The Company
has recognized stock-based compensation expense, net of forfeitures, of $8.2 million on a pre-tax basis as a
result of these revised measurement dates.
Deemed Modifications to Stock Option Grants Connected with Terminations or Leaves of Absences
Compensation expense was also recognized as a result of deemed modifications to certain employee stock
option grant awards in connection with certain employees’ terminations or leaves of absence. Typically such
modifications related to extensions of the time employees could exercise options following their termination of
employment or that enabled the employee to vest in additional shares in relation to a leave of absence or subsequent
to their termination thus triggering a new measurement date under the accounting literature applicable at that
time. The Company has recognized stock-based compensation expense, net of forfeitures, of $9.2 million on a
pre-tax basis as a result of these new measurement dates.
Use of Judgment
The Company evaluated all available evidence for each individual grant within the scope of the
independent review and the revised measurement dates represent the earliest date when the terms of the
options granted to individual recipients were known with finality. The proposed measurement date for certain
grants could not be determined with certainty based on available evidence. In light of the judgment used to
establish the measurement dates, alternate approaches to those used by the Company could have resulted in
different stock-based compensation expense than that recorded by the Company in the restatements. While the
Company has considered these alternative approaches, it believes its approach is the most appropriate under the
circumstances.
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Effect of Restatement on Consolidated Financial Statements
The Company previously applied Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for
Stock Issued to Employees”, and its related interpretations and provided the required pro forma disclosures under
Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”,
through its fiscal year ended June 26, 2005. Under APB Opinion No. 25, non-cash, stock-based compensation
expense was required to be recognized for any option for which the exercise price was below the market price
on the actual measurement date. Because certain of the Company’s options were assessed as having an exercise
price below the market price on the actual measurement date based on the Company’s revised measurement dates
as a result of the stock option review as more fully described above, there is a non-cash deferred compensation
charge for each of these options under APB Opinion No. 25 equal to the number of shares underlying the options,
multiplied by the difference between the exercise price and the market price on the actual measurement date.
That deferred compensation expense is amortized over the vesting period of the option. The Company also
recorded compensation expense under “fair value” accounting when applicable, for example, for the grant to the
nonemployee consultant noted above.
Commencing in its fiscal year ended June 25, 2006, the Company adopted SFAS No. 123(R), “Share-Based
Payment”. As a result, beginning in fiscal year 2006, the additional stock-based compensation expense required
to be recorded for each option with a revised measurement date, as more fully described above, is equal to the
fair value of the option on the revised measurement date, amortized over the remaining service period of the
option. The Company did not record these stock-based compensation expenses under APB Opinion No. 25 nor
SFAS No. 123(R) related to its options based on the revised measurement dates in the Company’s previously
issued financial statements, and that is why the Company is restating them in this filing. The Company restated
its historical results of operations to record additional pre-tax, non-cash, stock-based compensation expense of
(a) $94.0 million for the fiscal years ended June 30, 1997 through June 26, 2005 under APB Opinion No. 25 and
other applicable accounting rules, and (b) $1.2 million for the year ended June 25, 2006 under SFAS No. 123(R).
As of June 25, 2006, there was less than $0.1 million of remaining compensation expense to be recorded under
SFAS No. 123(R) for stock options with revised measurement dates. In addition the Company recorded pre-tax
payroll related tax expenses of $1.2 million through June 25, 2006.
Diluted shares in fiscal years 2005 and 2006 also increased as a result of the adjustments for stock options
with revised measurement dates. The Company uses the treasury stock method to calculate the weighted-average
shares used in the diluted EPS calculation. As part of the restatement, the Company revised its treasury stock
calculations in accordance with SFAS No. 128, “Earnings Per Share”. These calculations assume that (i) all
dilutive options with revised measurement dates are exercised, (ii) the Company repurchases shares with the
proceeds of these hypothetical exercises along with the tax benefit resulting from the hypothetical exercises, and
(iii) any average unamortized deferred stock-based compensation is also used to repurchase shares.
As described for each element above, the Company evaluated the impact of the restatements on its global
tax provision. The Company and its subsidiaries file tax returns in multiple tax jurisdictions around the world.
In certain jurisdictions, including, but not limited to, the United States, the Company is able to claim a tax
deduction relative to stock options. In those jurisdictions, where a tax deduction is claimed, the Company has
recorded deferred tax assets, totaling $6.2 million at June 25, 2006, to reflect future tax deductions to the extent
the Company believes such assets to be recoverable. Based on this review, the Company now believes that it
should not have taken a United States tax deduction in prior years for stock option related amounts pertaining to
certain executives under Internal Revenue Code (IRC) Section 162(m). Section 162(m) limits the deductibility of
compensation above certain thresholds. As a result, the Company’s tax carryforward attributes have decreased
by approximately $14.6 million as of June 25, 2006.
For those stock option grants determined to have incorrect measurement dates for accounting purposes and
that had been originally issued as incentive stock options, or ISOs, the Company recorded a liability for payroll
tax contingencies in the event such grants would not be respected as ISOs under the principles of the Internal
Revenue Code (“IRC”) and the regulations therein. The Company recorded expense and accrued liabilities
for certain foreign payroll tax contingencies. The total payroll tax accrued was approximately $1.2 million for
annual periods from fiscal year 1997 through fiscal year 2006. This cumulative expense resulted from payroll
tax expense recorded in prior periods has been partially offset by benefits relating to the expiration of the related
statute of limitations.
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As a result of the restatement, the cumulative effect of the related after-tax expenses for the fiscal years
ended June 30, 1997 through June 25, 2006 was $65.8 million, as compared to $96.4 million in pre-tax charges
as previously discussed. These additional stock-based compensation and other expenses had no effect on the
Company’s reported revenue, cash, cash equivalents or marketable securities for each of the restated periods.
The Company has also restated the pro forma amortization of deferred stock-based employee compensation
included in reported net income, net of tax, and total stock-based employee compensation expenses determined
under fair value based method, net of tax, under SFAS No. 123 in Note 14, “Equity-Based Compensation Plans”
to Consolidated Financial Statements to reflect the effect of the stock-based compensation expense resulting
from the correction of these past stock option grants.
As a result of the determinations from a voluntary independent stock option review, the Company
considered the application of Section 409A of the IRC 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 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 liability of any and all employees, including the Company’s Chief Executive Officer and certain
executive officers, with options subject to Section 409A. The liability is currently estimated to be in the range
of approximately $50 million to $55 million. 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.
The financial statement effect of the restatement of stock-based compensation expense and related payroll
and income taxes, by year, is as follows (in thousands):
Adjustment to
income tax expense
Adjustment to Adjustment (benefit) relating
stock-based to payroll to stock-based Total
compensation tax expense compensation and restatement
Fiscal Year expense (benefit) payroll tax expense expense
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,770 $ — $ (668) $ 1,102
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,352 226 (219) 2,359
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,291 136 (1,286) 4,141
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,151 1,511 (6,953) 13,709
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,395 220 (6,792) 16,823
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,056 159 (4,082) 9,133
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,739 (355) (4,942) 10,442
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,448 (1,061) (3,885) 5,502
Cumulative through June 27, 2004. . . . . . . . 91,202 836 (28,827) 63,211
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,724 136 (771) 2,089
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,225 272 (952) 545
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $95,151 $ 1,244 $ (30,550) $65,845
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The financial statement effect of the restatement on previously reported stock-based compensation expense,
including income tax effect by year, is as follows (in thousands):
Income tax
benefit
Stock-based relating to Restated
compensation Stock-based Stock-based restated stock-based
expense, as compensation compensation stock-based compensation
previously expense expense, as compensation expense, net of
Fiscal Year reported adjustments restated expense income tax
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 1,770 $ 1,770 $ (668) $ 1,102
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,352 2,352 (132) 2,220
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5,291 5,291 (1,234) 4,057
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . — 19,151 19,151 (6,423) 12,728
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . 542 23,395 23,937 (6,961) 16,976
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,724 13,056 14,780 (4,698) 10,082
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . 593 15,739 16,332 (5,116) 11,216
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,167 10,448 13,615 (4,537) 9,078
Cumulative through June 27, 2004. . 6,026 91,202 97,228 (29,769) 67,459
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . 864 2,724 3,588 (1,086) 2,502
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,768 1,225 23,993 (5,211) 18,782
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $29,658 $95,151 $124,809 $(36,066) $88,743
As a result of these adjustments, the Company’s audited consolidated financial statements and related
disclosures as of June 25, 2006 and for each of the two years in the period ended June 25, 2006 have been
restated. The Company also recorded adjustments affecting previously-reported financial statements for fiscal
years 1996 through 2004, the effects of which are summarized in cumulative adjustments to additional paid-in
capital, deferred stock-based compensation, and retained earnings as of June 27, 2004.
114
The following tables reflect the impact of the restatement on the Company’s consolidated financial
statements as of June 25, 2006 and for the years ended June 25, 2006 and June 26, 2005.
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
115
Consolidated Balance Sheet
June 25, 2006
As reported Adjustments (1) As restated
(in thousands)
ASSETS
Current assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 910,815 $ — $ 910,815
Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,524 — 139,524
Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 407,347 — 407,347
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168,714 — 168,714
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,625 — 53,625
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . 26,344 — 26,344
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,706,369 — 1,706,369
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,893 — 49,893
Restricted cash and investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470,038 — 470,038
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,533 14,038 52,571
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,511 — 48,511
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,313,344 $ 14,038 $ 2,327,382
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
116
Consolidated Statements of Cash Flows
Year ended June 25, 2006 Year ended June 26, 2005
As reported Adjustments (1) As restated As reported Adjustments (1) As restated
(in thousands)
Cash flows from operating activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 335,755 $ (545) $ 335,210 $ 299,341 $ (2,089) $ 297,252
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . 22,000 — 22,000 25,517 — 25,517
Deferred income taxes . . . . . . . . . . . . . . . . . . 27,726 9,496 37,222 89,352 (42) 89,310
Restructuring charges, net . . . . . . . . . . . . . . . — — — 14,201 — 14,201
Amortization of premiums/discounts on
securities . . . . . . . . . . . . . . . . . . . . . . . . . 2,683 — 2,683 3,285 — 3,285
Equity-based compensation expense . . . . . . . 22,768 1,225 23,993 864 2,724 3,588
Income tax benefit on equity-based
compensation plans . . . . . . . . . . . . . . . . . 27,786 (10,448) 17,338 2,050 (910) 1,140
Excess tax benefit on equity-based
compensation plans . . . . . . . . . . . . . . . . . (17,805) 6,695 (11,110) — — —
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . (326) — (326) (431) — (431)
Changes in working capital accounts:
Accounts receivable, net of allowances . . . . . (178,542) — (178,542) 13,470 — 13,470
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,038) — (59,038) (2,588) — (2,588)
Prepaid expenses and other assets . . . . . . . . . (9,270) — (9,270) (455) — (455)
Trade accounts payable . . . . . . . . . . . . . . . . . 48,341 — 48,341 (33,108) — (33,108)
Deferred profit . . . . . . . . . . . . . . . . . . . . . . . . 50,675 — 50,675 (18,936) — (18,936)
Accrued expenses and other liabilities . . . . . . 87,934 272 88,206 33,368 317 33,685
Net cash provided by operating
activities . . . . . . . . . . . . . . . . . . . . . . 360,687 6,695 367,382 425,930 — 425,930
Cash flows from investing activities:
Capital expenditures and intangible assets . . . . . (42,080) — (42,080) (22,849) — (22,849)
Purchases of available-for-sale securities . . . . . . (129,464) — (129,464) (247,392) — (247,392)
Sales and maturities of available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312,252 — 312,252 184,083 — 184,083
Transfer of restricted cash and investments . . . . (385,000) — (385,000) 27,430 — 27,430
Net cash used in investing activities . . . . (244,292) — (244,292) (58,728) — (58,728)
Cash flows from financing activities:
Principal payment on long-term debt and
capital lease obligations . . . . . . . . . . . . . . . . (112) — (112) — — —
Net proceeds from issuance of long-term debt . . 349,632 — 349,632 — — —
Excess tax benefit on equity-based
compensation plans . . . . . . . . . . . . . . . . . . . . 17,805 (6,695) 11,110 — — —
Treasury stock purchases . . . . . . . . . . . . . . . . . . . (251,211) — (251,211) (167,081) — (167,081)
Reissuances of treasury stock . . . . . . . . . . . . . . . 15,171 — 15,171 458 — 458
Proceeds from issuance of common stock . . . . . 179,400 — 179,400 114,304 — 114,304
Net cash provided by (used for) financing
activities . . . . . . . . . . . . . . . . . . . . . . . . . 310,685 (6,695) 303,990 (52,319) — (52,319)
Effect of exchange rate changes on cash . . . . . . . 1,485 — 1,485 3,964 — 3,964
Net increase in cash and cash equivalents . . . . . . 428,565 — 428,565 318,847 — 318,847
Cash and cash equivalents at
beginning of year . . . . . . . . . . . . . . . . . . . . . 482,250 — 482,250 163,403 — 163,403
Cash and cash equivalents at end of year . . . . . . $ 910,815 $ — $ 910,815 $ 482,250 $ — $ 482,250
Schedule of non-cash transactions
Acquisition of leased equipment . . . . . . . . . . . . . $ 1,088 $ — $ 1,088 — $ — $ —
Supplemental disclosures:
Cash payments for interest . . . . . . . . . . . . . . . $ 531 $ — $ 531 $ 1,341 $ — $ 1,341
Cash payments for income taxes . . . . . . . . . . $ 11,873 $ — $ 11,873 $ 7,339 $ — $ 7,339
117
(1) Adjustments for stock-based compensation expense (benefit), relating to deemed incorrect measurement
dates, certain stock option modifications and related payroll and income tax expense (benefit) impacts.
The effect of adjustments for the restatement on each component of stockholders’ equity at the end of each
year is summarized as follows (in thousands):
Common
Stock &
Additional Deferred Net Impact to
Paid-in Stock-Based Retained Stockholders’
Fiscal Year Capital Compensation Earnings Equity
1997 . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,067 $ (1,490) $ (1,102) $ 475
1998 . . . . . . . . . . . . . . . . . . . . . . . . . 3,336 (1,019) (2,359) (42)
1999 . . . . . . . . . . . . . . . . . . . . . . . . . 23,168 (17,922) (4,141) 1,105
2000 . . . . . . . . . . . . . . . . . . . . . . . . . 13,671 5,466 (13,709) 5,428
2001 . . . . . . . . . . . . . . . . . . . . . . . . . 38,866 (19,347) (16,823) 2,696
2002 . . . . . . . . . . . . . . . . . . . . . . . . . 12,135 570 (9,133) 3,572
2003 . . . . . . . . . . . . . . . . . . . . . . . . . (1,712) 17,068 (10,442) 4,914
2004 . . . . . . . . . . . . . . . . . . . . . . . . . (1,055) 11,067 (5,502) 4,510
Subtotal. . . . . . . . . . . . . . . . . . . . . . . 91,476 (5,607) (63,211) 22,658
2005 . . . . . . . . . . . . . . . . . . . . . . . . . (2,425) 4,239 (2,089) (275)
2006 . . . . . . . . . . . . . . . . . . . . . . . . . (10,591) 1,368 (545) (9,768)
Total . . . . . . . . . . . . . . . . . . . . . . . . . $ 78,460 $ — $(65,845) $12,615
118
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 expects to adopt SFAS No. 159 beginning June 30, 2008 and is currently evaluating the impact that
this pronouncement may have on its consolidated financial statements.
In December 2007, the FASB issued SFAS 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.
The Company accounts for its investment portfolio at fair value. Realized gains and (losses) from investments
sold were approximately $0.5 million and $(1.3) million in fiscal year 2007 and approximately $0.1 million and
$(0.5) million in fiscal year 2006, 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 fair value of the Company’s investments in auction rate preferred securities is
based upon par value, which approximates fair value due to the nature of the instruments.
The Company’s available-for-sale securities are invested in financial instruments with 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.
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 24, 2007 June 25, 2006
Estimated Estimated
Fair Fair
Cost Value Cost Value
(in thousands)
Due in less than one year. . . . . . . . . . . . . . . . . . . . . . . . $ 698,892 $ 698,681 $ 1,285,796 $ 1,285,133
Due in more than one year. . . . . . . . . . . . . . . . . . . . . . . 289,917 288,049 172,013 168,825
$ 988,809 $ 986,730 $ 1,457,809 $ 1,453,958
119
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.
On June 16, 2006, the Company’s wholly-owned subsidiary, Lam Research International SARL (LRI), as
borrower, entered into a $350 million Credit Agreement (the “LRI Credit Agreement”). Under the LRI Credit
Agreement, on June 19, 2006, LRI borrowed $350 million in principal amount. The loan under the LRI Credit
Agreement shall be fully repaid not later than five years following the closing date and will bear interest at LIBOR
plus a spread (applicable margin) ranging from 0.10% to 0.50%, depending upon a consolidated leverage ratio, as
defined in the LRI Credit Agreement. LRI may prepay the loan under the LRI Credit Agreement in whole or in
part at any time without penalty, subject to reimbursement of lenders’ breakage and redeployment costs in certain
cases. The Company obtained compliance waivers from the lender with respect to the Company’s obligation to
deliver financial statements to the lender under the terms provided in the Guarantee Agreement. Please see
Note 23 “Subsequent Events” below for information regarding termination of the LRI Credit Agreement and
the Company’s entry into a new credit agreement. As of June 24, 2007 the remaining principal payment was
$250 million and due on June 19, 2011 as $100.0 million of the original $350.0 million debt was repaid during
fiscal year 2007. The fair value of long-term debt approximates its carrying value due to the variable interest rate
applicable to the debt.
120
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
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. The change in forward time value was not material for all periods.
There were no gains or losses during the twelve months ended June 24, 2007 and June 25, 2006 associated
with ineffectiveness or forecasted transactions that failed to occur. 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. At June 24, 2007, the Company
expects to reclassify the entire amount of $3.7 million of gains 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 receivable balances. Under SFAS No. 133,
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 7: 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. Inventories consist of the
following:
June 24, June 25,
2007 2006
(in thousands)
Raw materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $122,530 $ 78,038
Work-in-process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,935 29,980
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,966 60,696
$235,431 $168,714
121
Note 8: Property and Equipment
Property and equipment, net, consist of the following:
June 24, June 25,
2007 2006
(in thousands)
Manufacturing, engineering and office equipment. . . . . . . . . . . . . . . . $ 168,267 $ 106,172
Computer equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,919 61,419
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,626 —
Buildings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,051 —
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,837 38,950
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,712 6,599
298,412 213,140
Less: accumulated depreciation and amortization. . . . . . . . . . . . . . . . . (184,687) (163,247)
$ 113,725 $ 49,893
122
Note 11: Other Income (Expense), Net
The significant components of other income (expense), net, are as follows:
Year Ended
June 24, June 25, June 26,
2007 2006 2005
(in thousands)
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 71,666 $38,189 $17,537
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,817) (677) (1,413)
Foreign exchange loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,512) (1,458) (1,175)
Debt issue cost amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . — (368) —
Equity method investment losses. . . . . . . . . . . . . . . . . . . . . . . . — — (205)
Equity method investment impairment. . . . . . . . . . . . . . . . . . . — — (445)
Gain on sale of other investments . . . . . . . . . . . . . . . . . . . . . . . 3,000 — —
Charitable contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,500) (1,000) (5,500)
Favorable legal judgment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,834 — —
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (608) 336 (679)
$ 69,063 $35,022 $ 8,120
The legal judgment of $15.8 million was obtained in a lawsuit filed by the Company alleging breach of
purchase order contracts by one of its customers. The Supreme Court of California denied review of lower and
appellate court judgments in favor of the Company during the quarter ended September 24, 2006.
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
123
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 24, June 25, June 26,
2007 2006 2005
As restated (1) As restated (1)
(in thousands)
Number of potential dilutive securities excluded. . . . . . . . . 567 307 3,249
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
The balance of accumulated other comprehensive loss is as follows:
June 24, June 25,
2007 2006
(in thousands)
Accumulated foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . $ (5,945) $ (7,700)
Accumulated unrealized gain (loss) on derivative financial instruments. . . . . . . . . . . 3,694 (1,177)
Accumulated unrealized loss on financial instruments. . . . . . . . . . . . . . . . . . . . . . . . . (1,257) (2,328)
SFAS No. 158 adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (794) —
Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (4,302) $(11,205)
124
A summary of stock plan transactions is as follows:
Options Outstanding Restricted Stock Units
Weighted- Weighted-
Available Number of Average Number of Average
For Grant Shares Exercise Price Shares FMV at Grant
June 27, 2004 . . . . . . . . . . . . . . . . . . . . . 4,507,052 23,536,703 $17.38 81,850 $ 22.10
Additional amount authorized . . . . . . . . 6,000,000
Granted. . . . . . . . . . . . . . . . . . . . . . . . . . (775,050) 775,050 $24.97 — —
Exercised. . . . . . . . . . . . . . . . . . . . . . . . . (7,405,002) $13.57
Canceled. . . . . . . . . . . . . . . . . . . . . . . . . 1,286,953 (1,277,049) $25.14 (9,904) $ 22.10
Expired. . . . . . . . . . . . . . . . . . . . . . . . . . —
June 26, 2005 . . . . . . . . . . . . . . . . . . . . . 11,018,955 15,629,702 $18.91 71,946 $ 22.10
Granted. . . . . . . . . . . . . . . . . . . . . . . . . . (1,053,584) — — 1,053,584 $ 33.90
Exercised. . . . . . . . . . . . . . . . . . . . . . . . . (9,890,026) $18.16
Canceled. . . . . . . . . . . . . . . . . . . . . . . . . 263,696 (211,738) $24.37 (51,958) $ 29.07
Expired. . . . . . . . . . . . . . . . . . . . . . . . . . (281,670)
Vested restricted stock. . . . . . . . . . . . . . (28,060) $ 22.97
June 25, 2006 . . . . . . . . . . . . . . . . . . . . . 9,947,397 5,527,938 $20.04 1,045,512 $ 33.60
Additional amount authorized . . . . . . . . 15,000,000
Granted. . . . . . . . . . . . . . . . . . . . . . . . . . (1,091,897) — — 1,091,897 $ 50.39
Exercised. . . . . . . . . . . . . . . . . . . . . . . . . (2,179,367) $19.57
Canceled. . . . . . . . . . . . . . . . . . . . . . . . . 148,837 (63,431) $19.34 (85,406) $ 40.52
Expired. . . . . . . . . . . . . . . . . . . . . . . . . . (4,500)
Vested restricted stock. . . . . . . . . . . . . . (208,328) $ 34.51
June 24, 2007 . . . . . . . . . . . . . . . . . . . . . 23,999,837 3,285,140 $20.37 1,843,675 $ 43.14
Outstanding and exercisable options presented by price range at June 24, 2007 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
$ 6.33-6.37 315,851 1.51 $ 6.33 315,851 $ 6.33
6.96-9.67 223,824 2.09 8.94 223,458 8.94
9.96-18.46 473,445 2.84 14.06 471,595 14.06
18.58-21.93 156,283 3.77 20.79 81,783 20.52
22.05-22.07 934,130 1.69 22.05 928,510 22.05
22.18-25.66 558,790 3.25 24.27 470,680 24.43
25.90-28.04 410,231 3.01 26.73 398,281 26.76
28.12-50.46 201,516 4.64 36.35 201,516 36.35
51.50-51.50 7,000 2.72 51.50 7,000 51.50
53.00-53.00 4,070 2.76 53.00 4,070 53.00
$ 6.33-53.00 3,285,140 2.58 $20.37 3,102,744 $20.25
The Company awarded a total of 1,091,897 and 1,053,584 restricted stock units during fiscal years 2007
and 2006, respectively. Certain of these restricted stock units contain Company-specific performance targets. As
of June 24, 2007, 1,843,675 restricted stock units remain subject to vesting requirements.
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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 24, 2007 there were a total of 5,128,815 shares subject to options
and restricted stock units issued and outstanding under the Company’s Stock Plans. As of June 24, 2007, there
were a total of 23,999,837 shares available for future issuance under the 1997, 1999, and 2007 Plans (the “Plans”)
of which 14,046,931 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 offering 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 2007 and 2006, the number of shares of Lam
Research Common Stock reserved for issuance under the 1999 ESPP increased by 2.0 million shares in each
fiscal year, subject to repurchase of an equal number of shares in public market or private purchases. There were
no increases to the reserve during fiscal year 2005.
During fiscal year 2007, 564,332 shares of the Company’s Common Stock were sold to employees under
the 1999 ESPP. A total of 10,244,945 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 $42.04 per share. At June 24, 2007, 4,748,883 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 $35.6 million during fiscal year 2007 and $24.0 million during fiscal year 2006,
respectively. The income tax benefit recognized in the consolidated statements of operations related to equity-
based compensation expense was $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.
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The modified prospective transition method of SFAS No. 123R requires the presentation of pro forma
information, for periods presented prior to the adoption of SFAS No. 123R, regarding net income (loss) and net
income (loss) per share as if the Company had accounted for its stock plans under the fair value method of SFAS
No. 123R. For pro forma purposes, fair value of stock options and ESPP awards was estimated using the Black-
Scholes option valuation model and amortized on a graded vesting basis. The fair value of all of the Company’s
equity-based awards was estimated assuming no expected dividends and estimates of expected life, volatility
and risk-free interest rate at the time of grant. We recognized equity-based compensation expense under the
provisions of SFAS No. 123R during fiscal years 2007 and 2006 while fiscal year 2005 was under the provisions
of APB No. 25. The following table illustrates the effect on net income and net income per share if the Company
had accounted for its stock plans under the fair value method of accounting under SFAS No. 123 in all periods:
Year Ended
June 24, June 25, June 26,
2007 2006 2005
As restated (1) As restated (1)
(in thousands, except per share data)
Net income — as reported. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 685,816 $335,210 $297,252
Add: stock-based compensation expense, net of related tax effects,
included in the determination of net income(2). . . . . . . . . . . . . . . . . — — 2,502
Deduct: pro forma compensation expense, net of tax . . . . . . . . . . . . . . . — — (23,704)
Net income — pro forma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 685,816 $335,210 $276,050
Basic net income per share — as reported. . . . . . . . . . . . . . . . . . . . . . . . $ 4.94 $ 2.42 $ 2.16
Basic net income per share — pro forma. . . . . . . . . . . . . . . . . . . . . . . . . 4.94 2.42 2.00
Diluted net income per share — as reported. . . . . . . . . . . . . . . . . . . . . . 4.85 2.33 2.09
Diluted net income per share — pro forma. . . . . . . . . . . . . . . . . . . . . . . 4.85 2.33 1.94
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
(2) Includes previously reported stock-based compensation expense, net of related tax effects, of $0.6 million
for fiscal year ended June 26, 2005.
The fair value of the Company’s equity-based awards granted during fiscal year 2005 was estimated using
the following weighted-average assumptions:
Options ESPP
June 26, June 26,
2005 2005
Expected life (years). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8 0.6
Expected stock price volatility. . . . . . . . . . . . . . . . . . . . . . . . . . 73.3% 74.0%
Risk-free interest rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8% 2.9%
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.
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The year -end intrinsic value relating to stock options for fiscal years 2007 and 2006 is presented below:
Year Ended
June 24, June 25,
2007 2006
(millions)
Intrinsic value — options outstanding. . . . . . . . . . . . . . . . . . . . $107.5 $127.3
Intrinsic value — options exercisable . . . . . . . . . . . . . . . . . . . . $102.0 $105.6
Intrinsic value — options exercised. . . . . . . . . . . . . . . . . . . . . . $ 69.0 $224.0
As of June 24, 2007, there was $0.4 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 0.6 years. Cash received from stock option exercises was
$42.5 million and $179.4 million during fiscal years 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,
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 2007 and 2006 ESPP was valued assuming no
expected dividends and the following weighted-average assumptions:
Year Ended
June 24, June 25,
2007 2006
Expected life (years). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.68 0.68
Expected stock price volatility. . . . . . . . . . . . . . . . . . . . . . . . . . 44.5% 34.5%
Risk-free interest rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.0% 3.4%
As of June 24, 2007, there was $1.2 million of total unrecognized compensation cost related to the ESPP
that is expected to be recognized over a remaining vesting period of two months.
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are 100% vested in the Company matching contributions and investments are directed by participants. The
Company made matching contributions of approximately $4.4 million, $3.5 million, and $3.2 million in fiscal
years 2007, 2006, and 2005, respectively.
The Company adopted the provisions of FASB Statement of Financial Accounting Standards Number 158,
“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB
Statements No. 87, 88, 106, and 132(R)” (SFAS No. 158) as of June 24, 2007. The incremental effect of applying
the recognition provisions of SFAS No. 158 was to record an other long-term liability of $0.8 million with a
corresponding amount recorded as an adjustment to the balance of accumulated other comprehensive income.
Operating Long-term
Leases Debt Total
(in thousands)
Payments due by period:
One year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $86,543 $ — $ 86,543
Two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,313 — 4,313
Three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,804 — 1,804
Four years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,059 250,000 251,059
Five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 686 — 686
Over 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,743 — 1,743
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $96,148 $ 250,000 $ 346,148
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
2021. 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. Rent expense was $11.0 million, $8.9 million, and $6.5 million during fiscal years
2007, 2006, and 2005, respectively.
Included in the operating leases less than 1 year section of the table above is $75.0 million in guaranteed
residual values for lease agreements relating to certain properties at the Company’s Fremont, California campus.
As part of the lease agreements, the Company has the option to purchase the remaining buildings at any time
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for a total purchase price for all remaining properties related to these leases of approximately $85.0 million.
The Company is required to guarantee the lessor a residual value on the properties of up to $75.0 million at the
end of the lease terms in fiscal year 2008 (in the event that the leases are not renewed, the Company does not
exercise the purchase options, the lessor sells the properties and the sale price is less than the lessor’s costs).
The Company maintains cash collateral of $85.0 million as part of the lease agreements as of June 24, 2007 in
separate, specified certificates of deposit and interest-bearing accounts which are recorded as restricted cash
and investments in the Company’s Consolidated Balance Sheet. 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 Company obtained compliance waivers from the lessor with respect to
the Company’s obligation to deliver financial statements to the lessor under the terms provided in the lease
agreements. Please see Note 23 “Subsequent Events” below for additional information regarding renewal of the
leases noted above and entry into additional leases.
The remaining operating lease balances primarily relate to non-cancelable facility-related operating
leases.
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 24, 2007 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 and properly segregated and controlled, are not reported as the Company’s inventory until title is
transferred to the Company or its purchase obligation is determined. At June 24, 2007, vendor-owned inventories
held at the Company’s locations and not reported as its inventory were $27.4 million.
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Note 17: Guarantees
The Company accounts for its guarantees in accordance with Financial Accounting Standards Board
(FASB) Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others” (FIN No. 45). FIN No. 45 requires a company that is a guarantor
to make specific disclosures about its obligations under certain guarantees that it has issued. FIN No. 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.
The Company leases several facilities at its headquarters location in Fremont, California. As part of certain
of the lease agreements, the Company has the option to purchase the remaining buildings at any time for a total
purchase price for all remaining properties related to these leases of approximately $85.0 million. The Company
is required to guarantee the lessor a residual value on the properties of up to $75.0 million at the end of the lease
terms in the event that the leases are not renewed, the Company does not exercise the purchase options, the
lessor sells the properties and the sale price is less than the lessor’s costs. As of June 24, 2007, the Company had
$85.0 million in separate, specified certificates of deposit and interest bearing accounts, as collateral required
under the lease agreements. These are recorded as restricted cash and investments in its Consolidated Balance
Sheet. These lease terms expire in fiscal year 2008. 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 Company obtained compliance waivers from the lessor with respect to the Company’s
obligation to deliver financial statements to the lessor under the terms provided in the lease agreements. Please
see Note 23 “Subsequent Events” for additional information regarding renewal of the leases noted above and
entry into additional leases.
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 24, 2007, 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.
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 a Guarantee Agreement
(the “Guarantee Agreement”) guaranteeing the obligations of LRI under the LRI Credit Agreement. The
Company’s obligations under the Guarantee Agreement are collateralized by readily marketable securities in an
amount equal to 110% of the outstanding balance of its obligations under the Guarantee Agreement, representing
$275.0 million at June 24, 2007 as the Company had paid down $100.0 million of the existing debt during
fiscal year 2007. This collateral is reflected in the balance of restricted cash and investments in the Company’s
Consolidated Balance Sheet. The Company obtained compliance waivers from the lender with respect to the
Company’s obligation to deliver financial statements to the lender under the terms provided in the Guarantee
Agreement. Please see Note 23 “Subsequent Events” below for information regarding termination of the LRI
Credit Agreement and the Guarantee Agreement, the Company’s entry into a new credit agreement, and the entry
of the Company’s wholly-owned subsidiary Bullen Semiconductor Corporation into a new guarantee agreement
with respect to the new credit agreement.
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, not to exceed 14 months from the date of shipment of the system to the customer. 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.
131
Changes in the Company’s product warranty reserves were as follows:
(in thousands)
Balance at June 26, 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,823
Warranties issued during the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,394
Settlements made during the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30,269)
Expirations and change in liability for pre-existing warranties during the period. . . . . . . . . . . . . (9,826)
Balance at June 25, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,122
(in thousands)
Balance at June 25, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,122
Warranties issued during the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,868
Settlements made during the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45,233)
Expirations and change in liability for pre-existing warranties during the period. . . . . . . . . . . . . (5,571)
Balance at June 24, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 52,186
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
Significant components of the provision (benefit) for income taxes attributable to income before income
taxes are as follows:
Year Ended
June 24, June 25, June 26,
2007 2006 2005
As restated (1) As restated (1)
(in thousands)
Federal:
Current. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 70,285 $ 43,735 $ 1,969
Deferred. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,001 60,483 77,894
72,286 104,218 79,863
State:
Current. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (73) (1,264) 648
Deferred. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,509 (3,922) 3,031
4,436 (5,186) 3,679
Foreign:
Current. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,344 24,095 14,577
Deferred. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,841 (18,547) 891
85,185 5,548 15,468
$161,907 $104,580 $99,010
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
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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 24, June 25,
2007 2006
As restated (1)
(in thousands)
Deferred tax assets:
Tax benefit carryforwards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,796 $ 34,258
Accounting reserves and accruals deductible in different periods . . . . . . . . . . . 56,661 41,665
Inventory valuation differences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,238 8,466
Capitalized R&D expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,170 34,942
Equity-based compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,521 9,529
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,913 4,401
Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,299 133,261
Deferred tax liabilities:
Temporary differences for capital assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,553) (12,568)
State cumulative temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,605) (14,497)
Gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,158) (27,065)
$ 89,141 $106,196
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
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; however, ultimate realization could be negatively
impacted by market conditions and other variables not known or anticipated at this time.
Deferred tax assets relating to tax benefits of employee stock option grants have been reduced to reflect
the exercises in fiscal year 2007 and 2006. 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. During fiscal year 2007 and 2006, the Company recorded a net credit to equity of
$62.4 million and $17.3 million, respectively.
At June 24, 2007, the Company had federal and state tax credit carryforwards of approximately
$149.1 million, of which approximately $98.7 million will expire in varying amounts between fiscal years 2011
and 2028. The remaining balance of $50.4 million of tax carryforwards may be carried forward indefinitely. The
tax benefits relating to approximately $131.7 million of the tax credit carryforwards will be credited to equity
when recognized, in accordance with SFAS No. 123R.
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A reconciliation of income tax expense provided at the federal statutory rate (35% in fiscal years 2007,
2006 and 2005) to actual income expense is as follows:
Year Ended
June 24, June 25, June 26,
2007 2006 2005
As restated (1) As restated (1)
(in thousands)
Income tax expense computed at federal statutory rate. . . . . . . $ 296,703 $153,925 $138,691
State income taxes, net of federal tax. . . . . . . . . . . . . . . . . . . . . 3,447 (6,349) 549
Foreign income taxes at different rates . . . . . . . . . . . . . . . . . . . (122,574) (70,704) (33,052)
Tax credits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,156) (4,762) (5,726)
Provision related to repatriation under AJCA . . . . . . . . . . . . . . — 24,207 —
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,513) 8,263 (1,452)
$ 161,907 $104,580 $ 99,010
(1) See Note 3 “Restatements of Consolidated Financial Statements” to Consolidated Financial Statements
As a result of an Advanced Pricing Agreement with the IRS, the Company reversed its related tax reserve
and increased its net operating loss carryforward balance which resulted in a net tax benefit of $39.5 million
during the quarter ended September 24, 2006. The Company also recorded tax expense of $29.5 million related
to the application of foreign tax rulings in the same quarter.
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 $48.4 million for fiscal year
2007 as compared to $72.0 million in fiscal year 2006. The benefit of the tax holiday on net income per share
(diluted) was approximately $0.34 in fiscal year 2007 as compared to $0.50 in fiscal year 2006. There was no
such benefit in fiscal year 2005.
Unremitted earnings of the Company’s foreign subsidiaries included in consolidated retained earnings
aggregated to approximately $825.2 million at June 24, 2007. These earnings, which reflect full provisions
for foreign income taxes, are indefinitely invested in foreign operations. If these earnings were remitted to the
United States, they would be subject to U.S. taxes of approximately $204.4 million at current statutory rates. The
Company’s federal income tax provision includes U.S. income taxes on certain foreign-based income.
134
governmental and provincial authorities in the PRC and satisfaction of other customary conditions and covenants.
The Company will pay the $2.5 million purchase price for the Suzhou assets upon the receipt of the approvals
and satisfaction of conditions noted above.
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 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.
The purchase price was allocated to the fair value of assets acquired as follows, in thousands:
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,656
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,696
Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,392
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,731
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (42)
Customer relationships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,226
Other intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,193
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,256
$177,108
Goodwill
Total goodwill as of June 24, 2007 was $59.7 million and primarily consisted of goodwill recorded as a
result of the Bullen Ultrasonics transaction of $56.3 million. Goodwill is tax deductible.
Intangible Assets
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 6.9
Other intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,193 (3,556) 26,637 4.6
Patents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 (2,678) 12,322 7.0
$80,419 $ (9,510) $70,909 6.1
135
The following table provides details of the Company’s intangible assets subject to amortization as of
June 25, 2006 (in thousands, except years):
Weighted-
Average
Accumulated Useful Life
Gross Amortization Net (years)
Patents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 (357) 14,643 7.0
The Company recognized $9.2 million and $0.3 million in intangible asset amortization expense during
fiscal years 2007 and 2006, respectively.
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 for impairment at least annually. In addition, the Company reviews
goodwill and other intangible assets for impairment whenever events or changes in circumstances indicate that
the carrying amount of these assets may not be recoverable.
The estimated future amortization expense of purchased intangible assets as of June 24, 2007 is as follows
(in thousands):
Fiscal Year Amount
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,250
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,081
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,980
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,999
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,988
Thereafter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,611
$70,909
136
June 24, June 25, June 26,
2007 2006 2005
(in thousands)
Long-lived assets:
United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 268,822 $86,408 $62,390
Europe. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,515 4,955 7,191
Asia Pacific. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,398 884 1,978
Taiwan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 694 761 505
Korea. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,409 2,553 1,858
Japan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,143 1,031 252
Total long-lived assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 295,981 $96,592 $74,174
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. In fiscal year 2005, revenues from Samsung Electronics Company, Ltd.,
accounted for approximately 13% of total revenues.
137
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.
Total scheduled rent payments under the Livermore Leases are estimated to be approximately $25.7 million in
the aggregate (based on one-month LIBOR rates at the time of entering into the leases), following completion of
improvements to each property.
Each New Fremont Lease has an approximately seven-year term ending on the first business day in
January, 2015. Total scheduled rent payments under the New Fremont Leases are approximately $32.4 million in
the aggregate (based upon three-month LIBOR rates at the time of entering into leases).
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 is 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 with BNPPLC (or a third party, currently State Street Bank
and Trust, with regard to the Livermore Leases) as security for the Company’s obligations under the Operating
Leases.
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).
Under each Operating Lease and its associated documents, the Company is subject to a financial covenant
requiring it to maintain unrestricted cash, unencumbered cash investments, and unencumbered marketable
securities of at least $300.0 million (not including the collateral maintained as security for the Company’s
obligations under the Operating Leases).
The Operating Leases are subject to customary default provisions, including, without limitation, those
relating to payment defaults under the Operating Leases and associated documents, payment defaults under
other indebtedness of the Company, performance defaults under the Operating Leases (including cross-defaults
between each of the Operating Leases), and events of bankruptcy. In the event that such defaults occur and
are continuing, BNPPLC may accelerate repayment of a portion or all of its investment under the applicable
Operating Leases; alternatively, BNPPLC may require the Company to pay all amounts due under one or more
Operating Leases through the end of the term of the applicable Operating Leases.
Credit Agreement: On March 3, 2008, the Company, as borrower, entered into a $250 million 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. Bullen Semiconductor
Corporation, a wholly-owned domestic subsidiary of the Company (“Bullen”), entered into a guarantee (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 certain collateral documents (collectively,
the “Collateral Documents”) including a Security Agreement by the Company (the “Security Agreement”), a
Security Agreement by Bullen (the “Bullen Security Agreement”), a Pledge Agreement by the Company (the
“Pledge Agreement”) and other Collateral Documents to secure the Company’s obligations under the Credit
Agreement. The Collateral Documents encumber current and future accounts receivables, inventory, equipment
138
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, the Credit Agreement provides that 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. 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.
Section 409A: As a result of the determinations from a voluntary independent stock option review, the
Company considered the application of Section 409A of the IRC 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 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 liability of any and all employees, including the Company’s Chief Executive Officer
and certain executive officers, with options subject to Section 409A. The liability is currently estimated to be
in the range of approximately $50 million to $55 million. 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.
139
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
24, 2007 and June 25, 2006 (restated), and the related consolidated statements of operations, stockholders’
equity, and cash flows for the years ended June 24, 2007, June 25, 2006 (restated) and June 26, 2005 (restated).
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 24, 2007 and June 25, 2006 (restated), and
the consolidated results of its operations and its cash flows for the years ended June 24, 2007, June 25, 2006
(restated) and June 26, 2005 (restated), 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, present fairly in all material respects the information set forth therein.
As discussed in Note 3, “Restatement of Consolidated Financial Statements” the Company has restated
previously issued financial statements as of June 25, 2006 and for each of the years in the two year period ended
June 25, 2006.
As discussed in Note 2 to the Notes to Consolidated Financial Statements, under the heading Equity-
Based Compensation-Employee Stock Purchase Plan and Employee Stock Plans, in fiscal 2006 Lam Research
Corporation changed its method of accounting for stock-based compensation.
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 24, 2007,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated March 31, 2008 expressed an unqualified
opinion thereon.
140
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 24, 2007,
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.
In our opinion, Lam Research Corporation maintained, in all material respects, effective internal control
over financial reporting as of June 24, 2007, 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 24, 2007 and
June 25, 2006 (restated), and the related consolidated statements of operations, stockholders’ equity and cash
flows for the years ended June 24, 2007, June 25, 2006 (restated) and June 26, 2005 (restated) of Lam Research
Corporation and our report dated March 31, 2008 expressed an unqualified opinion thereon.
San Jose, California
March 31, 2008
141
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
142
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 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
YEAR ENDED JUNE 26, 2005
Deducted from asset accounts:
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . $ 3,865,000 $83,000 $83,000(1) $ 3,865,000
(1) $ 0.0 million, $0.1 million, and $0.1 million, of specific customer accounts written-off in fiscal 2007, 2006,
and 2005, respectively.
143
LAM RESEARCH CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 24, 2007
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 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.
144
Exhibit Description
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.
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.
145
Exhibit Description
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.
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.
146
Exhibit Description
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.
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 Lease Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas
Leasing Corporation, dated December 21, 2007.
10.118 Pledge Agreement (Fremont Building #1) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.119 Closing Certificate and Agreement (Fremont Building #1) between Lam Research Corporation
and BNP Paribas Leasing Corporation, dated December 21, 2007.
147
Exhibit Description
10.120 Agreement Regarding Purchase and Remarketing Options (Fremont Building #1) between Lam
Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.121 Lease Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas
Leasing Corporation, dated December 21, 2007.
10.122 Pledge Agreement (Fremont Building #2) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.123 Closing Certificate and Agreement (Fremont Building #2) between Lam Research Corporation
and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.124 Agreement Regarding Purchase and Remarketing Options (Fremont Building #2) between Lam
Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.125 Lease Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas
Leasing Corporation, dated December 21, 2007.
10.126 Pledge Agreement (Fremont Building #3) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.127 Closing Certificate and Agreement (Fremont Building #3) between Lam Research Corporation
and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.128 Agreement Regarding Purchase and Remarketing Options (Fremont Building #3) between Lam
Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.129 Lease Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas
Leasing Corporation, dated December 21, 2007.
10.130 Pledge Agreement (Fremont Building #4) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 21, 2007.
10.131 Closing Certificate and Agreement (Fremont Building #4) between Lam Research Corporation
and BNP Paribas Leasing Corporation, dated December 21, 2007.
10.132 Agreement Regarding Purchase and Remarketing Options (Fremont Building #4) between
Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21,
2007.
10.133 Lease Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas
Leasing Corporation, dated December 18, 2007.
10.134 Pledge Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas
Leasing Corporation, dated December 18, 2007.
10.135 Closing Certificate and Agreement (Livermore/Parcel 6) between Lam Research Corporation
and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.136 Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) between Lam
Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.137 Construction Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 18, 2007.
10.138 Lease Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas
Leasing Corporation, dated December 18, 2007.
10.139 Pledge Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas
Leasing Corporation, dated December 18, 2007.
148
Exhibit Description
10.140 Closing Certificate and Agreement (Livermore/Parcel 7) between Lam Research Corporation
and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.141 Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 7) between Lam
Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.
10.142 Construction Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP
Paribas Leasing Corporation, dated December 18, 2007.
21 Subsidiaries of the Registrant.
23.1 Consent of Independent Registered Public Accounting Firm.
24 Power of Attorney (See Signature page)
31.1 Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Executive Officer)
31.2 Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Financial Officer)
32.1 Section 1350 Certification — (Principal Executive Officer)
32.2 Section 1350 Certification — (Principal Financial Officer)
(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.
149
(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.
(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.
* Indicates management contract or compensatory plan or arrangement in which executive officers of the
Company are eligible to participate.
150
EXHIBIT 21
STATE OR OTHER
SUBSIDIARY JURISDICTION OF OPERATION
Lam Research International Sarl Switzerland
Lam Research International B.V. Netherlands
Lam Research GmbH Germany
Lam Research Co., Ltd. Japan
Lam Research (Shanghai) Co., Ltd. China 2
Lam Research Service Co., Ltd. China 1
Lam Research Ltd. United Kingdom
Lam Research SAS France
Lam Research Singapore Pte Ltd Singapore
Lam Research Korea Limited Korea
Lam Research S.r.l. Italy
Lam Research (Israel) Ltd. Israel
Lam Research Co., Ltd. Taiwan
LAM Research B.V. Netherlands
Monkowski-Rhine Incorporated California, United States
Lam Research (Ireland) Limited Ireland
Bullen Semiconductor Corporation Ohio, United States
151
EXHIBIT 23.1
We consent to the incorporation by reference in the Registration Statements (Form S-4 No. 333-30545) of
Lam Research Corporation and in the related Prospectuses and in the Registration Statements (Form S-8 Nos.
333-138545, 333-84638, 333-74500, 333-93115, 333-72751, 333-66833, 333-01011, 333-32981 and 333-127936)
pertaining to the amended and restated 1996 Performance-Based Restricted Stock Plan, 1997 Stock Incentive
Plan, 1999 Employee Stock Purchase Plan, 1999 Stock Option Plan, 2007 Stock Incentive Plan, and the Savings
Plus Plan, 401(k) of Lam Research Corporation of our reports dated March 31, 2008, with respect to the
consolidated financial statements and schedule of Lam Research Corporation and the effectiveness of internal
control over financial reporting of Lam Research Corporation, included in this Annual Report (Form 10-K) for
the year ended June 24, 2007.
152
EXHIBIT 31.1
153
EXHIBIT 31.2
154
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 24, 2007 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.
March 31, 2008
/s/ Stephen G. Newberry
Stephen G. Newberry
President and Chief Executive Officer
155
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 24, 2007 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.
March 31, 2008
/s/ Martin B. Anstice
Martin B. Anstice
Senior Vice President, Chief Financial Officer
and Chief Accounting Officer
156
INDEPENDENT REGISTERED PUBLIC STOCK LISTING CAUTIONARY STATEMENT REGARDING
ACCOUNTING FIRM FORWARD-LOOKING STATEMENTS
The Company’s common stock is traded on With the exception of historical facts, the statements
Ernst & Young LLP The NASDAQ Global Select MarketSM under contained in this Letter to Stockholders, Proxy
San Jose, California the symbol LRCX. Lam is a NASDAQ-100® Statement, and Annual Report on Form 10-K are
forward-looking statements, which are subject to
Company.
the Safe Harbor provisions created by the Private
LEGAL COUNSEL Securities Litigation Reform Act of 1995. Certain,
INVESTOR RELATIONS but not all, of the forward-looking statements are
Heller Ehrman LLP
identified. The identification of certain statements
Menlo Park, California Lam Research Corporation welcomes as “forward-looking” is not intended to mean that
inquiries from its stockholders and other other statements not specifically identified are not
TRANSFER AGENT AND REGISTRAR
forward-looking. Forward-looking statements include,
interested investors. For additional copies
but are not limited to, statements that relate to our
For a response to questions regarding of this report or other financial information, future revenue, product development, demand,
misplaced stock certificates, changes of please contact: acceptance and market share, competitiveness,
gross margins, levels of research and development
address, or the consolidation of accounts, (R&D), outsourcing plans and operating expenses, tax
Investor Relations
please contact the Company’s transfer agent. expenses, our management’s plans and objectives
Lam Research Corporation for our current and future operations, management’s
4650 Cushing Parkway plans for repurchasing Company stock pursuant
BNY MELLON SHAREOWNER SERVICES
Fremont, California 94538 to the authorization of our Board, the operational
P.O Box 358015 or financial performance of corporate subsidiaries,
1.510.572.1615
Pittsburgh, PA 15252-8015 potential consequences from the Company’s
investor.relations@lamresearch.com investigation of its stock option granting practices
1.877.265.2630 or 1.800.522.6645
and related accounting restatements or other
TDD for Hearing Impaired: 1.800.231.5469 remedial activities, the levels of customer spending or
ANNUAL MEETING
Foreign Shareowners: 1.201.329.8660 R&D activities, general economic conditions and the
TDD Foreign Shareowners: 1.201.680.6610 The Annual Meeting of Stockholders will be sufficiency of financial resources to support
held at 11:00 a.m. Pacific Time on Tuesday, future operations, and capital expenditures. Such
Web Site Address:
statements are based on current expectations and
www.bnymellon.com/shareowner/isd June 10, 2008, at the Company’s are subject to risks, uncertainties and changes in
corporate headquarters. condition, significance, value and effect, including
those discussed in the Annual Report on Form 10-K
under the heading “Risk Factors” within Item 1A of the
Form 10-K as well as in other documents
we file from time to time with the Securities and
Exchange Commission such as our quarterly reports
on Form 10-Q and our current reports on Form 8-K.
Such risks, uncertainties and changes in condition,
significance, value and effect could cause actual
results to differ materially from those expressed
herein and in ways not readily foreseeable. Readers
are cautioned not to place undue reliance on these
forward-looking statements, which speak only as
of the dates made and of information reasonably
known to Lam as of the dates the statements were
made. We undertake no obligation to release the
results of any revisions to these forward-looking
statements which may be made to reflect events or
circumstances which occur after the date hereof or
to reflect the occurrence or effect of anticipated or
unanticipated events. All references to fiscal years
apply to our fiscal years, which ended June 24, 2007,
June 25, 2006, and June 26, 2005.
T R A D E M A R K I N F O R M AT I O N
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
proper ty of their respective holders.
BOARD OF DIRECTORS EXECUTIVE MANAGEMENT
Catherine P. Lego
General Partner, The Photonics Fund, LLP,
and Member, Lego Ventures, LLC
Seiichi Watanabe
Executive Director, TechGate Investment, Inc.
Patricia S. Wolpert
Owner, Wolpert Consulting LLC
Phone: 1.510.572.0200
www.lamresearch.com