Lam Research
Annual Report 2009

Plain-text annual report

2009 Annual Report As a major supplier of wafer fabrication equipment and services to the semiconductor industry, Lam Research is committed to delivering advanced etch and clean technology and processing capabilities which are vital to our customers at the leading edge technology nodes. Lam’s etch products address a broad range of applications, from conductor and dielectric etch to 3-D IC. Our leading etch market share is driven by flexible product architecture and by partnering with our customers to increase their productivity while offering them cost-effective solutions. Our spin-clean platform was the pioneering technology in single-wafer clean, and Lam Research has the largest installed base of single-wafer clean systems. We offer the broadest single-wafer clean product portfolio incorporating spin, linear, and plasma-based technologies, which provides customized yield-enhancing solutions to our customers. With our combined etch and single-wafer clean processing expertise and world-class global customer support, Lam Research is able to address many of today’s most advanced semiconductor manufacturing challenges. 184733LAM_Narr_R1.indd 1 10/6/09 3:42 AM Letter to Sto ckho LderS To Our Stockholders: At the time of writing this letter, we are beginning to see business activity levels pick up after a challenging fiscal 2009. In the past year, the global economy deteriorated rapidly in many sectors, leading to the most significant downturn the semiconductor equipment industry has experienced in its history. Our actions during the downturn were centered around our long-term goals for the Company and we are confident that the investments we made throughout the year will contribute to Lam’s continued success. Uncertainty is always a factor in the dynamic environment in which we operate but the cycle ahead promises to be one of new opportunities and we are pursuing them with sharp focus and strong determination. Fiscal year revenues of $1.1 billion for 2009 declined 55% from fiscal 2008, and we recorded a GAAP loss per share of $2.41 for the fiscal year – t he first time the Company has not been profitable since fiscal year 2003. Our priorities during the downturn were: • preserve our targeted strategic investments in leading edge technologies; • continue our progress with the integration of the SEZ Group; and • provide the support and partnership that our customers value. To preserve the liquidity required to achieve these objectives, we made the difficult decision to restructure the Company. The workforce was resized from 3,700 to 2,700 over the fiscal year and we consolidated buildings and facilities. In addition, we made temporary reductions in compensation for all remaining employees. While these actions were significant, their severity was lessened by the work we did several years ago to outsource Lam’s non- core functions and operate to a more variable-expense based business model. With this model in place, we were able to react quickly to reduce the cost structure of the Company and address the severity of the current cycle. Looking ahead, we remain committed to growing Lam’s revenue and cash generation capability from cycle to cycle. Although focused on minimizing cash outlays, we continued to invest in developing the next-generation products and technologies that provide critical leading-edge solutions to our customers. Collaborating closely with our customers through joint development projects allows us to anticipate their fast-changing demands and deliver solutions that address their most challenging technical and process issues. We feel that providing this level of support throughout the cycle is key to increasing customer trust and winning tool-of-record decisions in the current environment. When our customers add capacity once again, we expect to see the results of our continued investment reflected in a strengthened leading-market share position in etch and an increased market share in single-wafer clean. Increasing market share in single-wafer wet clean is a major component of our plans to grow revenue and earnings over the next few years. The expansion of this market has been slowed during the downturn as customers have delayed, where possible, the transition from batch to single-wafer clean processing. We have 184733LAM_Narr_R1.indd 2 10/6/09 3:43 AM taken advantage of this pause to improve the capability of our single-wafer clean products in terms of reliability and throughput. In addition, the process knowledge shared between Lam’s etch and clean business groups allows us to demonstrate differentiated performance in R&D environments and we are gaining momentum toward winning tool-of-record decisions across a variety of single-wafer clean applications. Over the past year we have continued the integration activities associated with the acquisition of the SEZ Group. We first prioritized integration activities around the customer interface by consolidating sales and field support. Secondly, we defined the Company’s single-wafer clean product roadmap and lastly, we instituted for the clean group, the same operational processes that have been instrumental in making Lam’s etch business so successful in the recent past. During the next few months, we will complete the remaining back-office and information technology systems’ integration activities. As we look to the next year, we are encouraged by the signs that the worst of the downturn is behind us. We are exiting the cycle with a strong balance sheet and have sufficient working capital to respond to increasing demand from customers. In the coming months, we fully expect to post gains in single-wafer clean market share, deliver new products and capabilities designed to strengthen our etch and customer service related positions, and return the Company to profitability. We are confident that the strategic investments we have sustained over the last year will enable us to deliver faster growth in revenues and cash generation compared with spending for wafer fabrication equipment in the coming upturn. We are grateful for the loyalty and personal sacrifice our workforce has demonstrated throughout this period of economic uncertainty. Our customers continue to rely on Lam Research for the most advanced etch and clean processing solutions available and each Lam employee is instrumental in delivering those solutions. On behalf of our employees, we would like to thank you for your continued investment in our future. Sincerely, Stephen G. Newberry James W. Bagley President and Chief Executive Officer Executive Chairman of the Board October 5, 2009 184733LAM_Narr_R1.indd 3 10/6/09 3:43 AM cAUtIoNS reGArdING ForwArd-LookING StAteMeNtS With the exception of historical facts, the statements contained in this Letter to Our Stockholders (“Letter”) are forward-looking statements. Forward- looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. We have specifically identified certain, but not necessarily all, of the forward- looking statements in the Letter as forward-looking statements. However, our identification of certain statements as “forward-looking” does not mean that other statements not specifically identified are not forward-looking. Forward-looking statements include, but are not limited to, statements that relate to: our future revenue, cash generation and profitability; improving general economic conditions and new business opportunities; the future impact of our investments in research and development and other areas; increasing market share; our ability to anticipate customers’ changing demands; customer demand for and acceptance of our products; and our success in completing the SEZ Group integration. These statements are based on current expectations and are subject to risks, uncertainties, and changes in condition, significance, value and effect, including without limitation those discussed under the heading “Risk Factors” within Item 1A of our fiscal 2009 Form 10-K and other documents we file from time to time with the Securities and Exchange Commission (SEC), such as our quarterly reports on Form 10-Q and our current reports on Form 8-K. These risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed in this Letter and in ways not readily foreseeable. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Letter and are based on information currently and reasonably known to us. We do not undertake any obligation to update any forward-looking statements, or to release the results of any revisions to these forward-looking statements, to reflect the impact of anticipated or unanticipated events or circumstances that occur after the date of this Letter. trAdeMArk INForMAtIoN The Lam logo, Lam Research, and all product and service names used herein are either registered trademarks or trademarks of Lam Research Corporation in the United States and/or other countries. All other marks mentioned herein are the property of their respective holders. INdePeNdeNt reGIStered PUBLIc AccoUNtING FIrM Ernst & Young LLP San Jose, California LeGAL coUNSeL Jones Day San Francisco, California trANSFer AGeNt ANd reGIStrAr For a response to questions regarding misplaced stock certificates, changes of address, or the consolidation of accounts, please contact the Company’s transfer agent. BNY Mellon Shareowner Services P.O. Box 358015 Pittsburgh, PA 15252-8015 1.877.265.2630 TDD for Hearing Impaired: 1.800.231.5469 Foreign Shareowners: 1.201.680.6578 TDD Foreign Shareowners: 1.201.680.6610 Web Site Address: www.bnymellon.com/shareowner/isd Stock LIStING The Company’s common stock is traded on The NASDAQ Global Select MarketSM under the symbol LRCX. Lam Research is a NASDAQ-100® Company. INVeStor reLAtIoNS Lam Research Corporation welcomes inquiries from its stockholders and other interested investors. For additional copies of this report or other financial information, please contact: Investor Relations Lam Research Corporation 4650 Cushing Parkway Fremont, California 94538 1.510.572.1615 investor.relations@lamresearch.com ANNUAL MeetING The Annual Meeting of Stockholders will be held at 11:00 a.m. Pacific Time on Thursday, November 5, 2009, at the Company’s corporate headquarters. 184733LAM_Narr_R1.indd 4 10/6/09 3:43 AM October 15, 2009 Dear Lam Research Stockholders, We cordially invite you to attend in person or by proxy the Lam Research Corporation 2009 Annual Meeting of Stockholders. The Annual Meeting will be held on Thursday, November 5, 2009, at 11:00 a.m. Pacific Standard Time at the principal executive offices of Lam Research Corporation, which are located at 4650 Cushing Parkway, Fremont, California 94538. You may also watch the Annual Meeting by clicking on the Calendar/Webcasts link at http://investor.lamresearch.com. At this year’s Annual Meeting, the agenda includes the following items: Agenda Item Board Recommendation Proposal No. 1: Election of Directors Proposal No. 2: Amendment to Certificate of Incorporation to Eliminate Cumulative Voting in the Election of Directors Proposal No. 3: Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2010 FOR FOR FOR Please refer to the Proxy Statement for detailed information about the Annual Meeting and each of the Proposals, as well as voting instructions. Your vote is important, and we strongly urge you to cast your vote via the Internet, phone or mail. Sincerely yours, Lam Research Corporation James W. Bagley Executive Chairman of the Board 4650 Cushing Parkway Fremont, California 94538 Telephone: 510-572-0200 NOTICE OF 2009 ANNUAL MEETING OF STOCKHOLDERS DATE AND TIME Thursday, November 5, 2009 at 11:00 a.m. Pacific Standard Time PLACE INTERNET Principal executive offices of Lam Research Corporation, 4650 Cushing Parkway, Fremont, California, 94538 View the Annual Meeting online by clicking on the Calendar/Webcasts link at http://investor.lamresearch.com. The proxy materials are also available at that website and at www.proxyvote.com. AGENDA Vote on Proposal No. 1: Election of Directors to serve for the ensuing year, and until their respective successors are elected and qualified Vote on Proposal No. 2: Amendment to Certificate of Incorporation to Eliminate Cumulative Voting in the Election of Directors Vote of Proposal No. 3: Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2010 Transact other business that may properly come before the Annual Meeting (including any adjournment or postponement) RECORD DATE September 10, 2009. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. VOTING Please vote as soon as possible, even if you plan to attend the Annual Meeting in person. You have three options for submitting your vote before the Annual Meeting: Internet, phone and mail. The Proxy Statement and the accompanying proxy card provide detailed voting instructions. By Order of the Board of Directors George M. Schisler, Jr. Secretary This Proxy Statement is first being mailed to our stockholders on or about October 15, 2009 LAM RESEARCH CORPORATION PROXY STATEMENT FOR 2009 ANNUAL MEETING OF STOCKHOLDERS To Be Held November 5, 2009 TABLE OF CONTENTS Important Meeting and Voting Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Meeting Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proposal No. 1: Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nominees for Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . Page 1 3 6 6 9 Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation and Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation Tables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities Authorized for Issuance Under Equity Compensation Plans . . . . . . . . . . . . . . . . . . . . . . . . Proposal No. 2: Amendment to Certificate of Incorporation to Eliminate Cumulative Voting in the Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proposal No. 3: Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for Fiscal 2010. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Relationship With Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . . Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 17 17 17 35 36 36 41 43 45 46 47 48 48 LAM RESEARCH CORPORATION PROXY STATEMENT FOR 2009 ANNUAL MEETING OF STOCKHOLDERS Our Board of Directors solicits your proxy for the 2009 Annual Meeting of Stockholders and at any adjournment or postponement of the Annual Meeting, for the purposes described in the “Notice of 2009 Annual Meeting of Stockholders.” The table below shows some important details about the Annual Meeting and voting. We use the terms “Lam Research,” “Lam,” the “Company,” “we,” “our” and “us” in this Proxy Statement to refer to Lam Research Corporation, a Delaware corporation. Record Date Shares Outstanding Quorum Inspector of Elections Effect of Abstentions and Broker Non-Votes IMPORTANT MEETING AND VOTING DETAILS September 10, 2009. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting. 127,126,111 shares of common stock outstanding as of September 10, 2009. A majority of shares outstanding on the Record Date constitutes a quorum. A quorum is required to transact business at the Annual Meeting. The Company will appoint an Inspector of Elections to determine whether a quorum is present. The Inspector will also tabulate the votes cast by proxy or in person at the Annual Meeting. Shares voted “abstain” and broker non-votes (shares held by brokers that do not receive voting instructions from the beneficial owner of the shares, and do not have discretionary authority to vote on a matter) will be counted as present for purposes of determining whether we have a quorum. For purposes of voting results, abstentions and broker non-votes will not be counted. They will have no effect on the election of directors or Proposal 3. However, they will have the same effect as negative votes on Proposal 2 because Proposal 2 requires the affirmative vote of a majority of all outstanding shares to pass. Voting by Proxy Stockholders may vote by Internet, phone, or mail, per the instructions on the accompanying proxy card. Voting at the Meeting Changing Your Vote Stockholders can vote in person during the Annual Meeting. Stockholders of record will be on a list held by the Inspector of Elections. Each beneficial holder (a holder who is not the record holder of their shares) must obtain a proxy from the holder’s brokerage firm, bank, or other stockholder of record and present it to the Inspector of Elections with a ballot. Voting in person by a stockholder will replace any previous votes submitted by proxy. Stockholders of record may change their votes by revoking their proxies. This may be done at any time before the polls close by (a) submitting a later-dated proxy by telephone or by mail, (b) submitting a vote in person at the Annual Meeting, or (c) delivering voting instructions to our Corporate Secretary before the Annual Meeting, to the attention of George M. Schisler, Jr., Office of the Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538. If you hold shares through a bank or brokerage firm, you may revoke any prior voting instructions by contacting that firm. 1 Voting Instructions Voting Results Availability of Proxy Materials Proxy Solicitation Costs If you complete and submit your proxy voting instructions, the persons named on the proxy card as proxy holders (the “Proxy Holders”) will follow your instructions. If you submit proxy voting instructions but do not direct how to vote on each item, the Proxy Holders will vote as the Board recommends on each proposal for which you did not include an instruction. The Proxy Holders will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment. We will announce preliminary results at the Annual Meeting. We will report final results at http://investor.lamresearch.com and in our Form 10-Q for the second quarter of fiscal 2010. We mailed this Proxy Statement and the accompanying proxy card and 2009 Annual Report to stockholders entitled to vote at the Annual Meeting beginning on or about October 15, 2009. These materials are also available on our website at http://investor.lamresearch.com and at www.proxyvote.com. We will furnish, without charge, a physical copy of these materials and our 2009 Annual Report on request by phone (510-572-1615), by mail to Investor Relations, 4650 Cushing Parkway, Fremont, California 94538, or by email to investor.relations@lamresearch.com. The Company will bear the cost of all proxy solicitation activities. Our directors, officers and other employees may solicit proxies personally or by telephone, e-mail or other communication means, without any cost to Lam Research. We are required to request that brokers and nominees who hold stock in their names furnish our proxy materials to the beneficial owners of the stock, and we must reimburse these brokers and nominees for the expenses of doing so in accordance with statutory fee schedules. 2 OTHER MEETING INFORMATION Voting on Proposals Each share is entitled to one vote on Proposals No. 2 and No. 3. Votes may be cast “for,” “against,” or “abstain” on each proposal. Pursuant to Proposal No. 1, Board members will be elected at the Annual Meeting under a plurality voting standard, which means that the eight candidates who receive the highest number of affirmative votes will be elected to the Board. Each stockholder may cast one vote (“for” or “withhold”) per share held, for each of the eight nominees. A stockholder may cumulate votes in the election of directors. This means that the stockholder may either give a single candidate eight votes per share held, or distribute the same number of votes among as many candidates as the stockholder chooses. Stockholders may cumulate votes for a candidate only if the candidate’s name has been placed in nomination prior to the voting at the Annual Meeting. If a stockholder desires to cumulate votes, the stockholder should mark the accompanying proxy card clearly to indicate that the stockholder desires to cumulate votes, and to indicate how the votes are to be allocated among the listed nominees for directors. A stockholder may instruct the Proxy Holders not to vote for one or more nominee(s) by writing the name(s) of the nominee(s) on the space provided on the proxy card. If a stockholder withholds authority to vote for one or more nominees, the stockholder’s cumulative votes will be distributed among the remaining listed nominees as indicated on the proxy card, or at the discretion of the Proxy Holders if the stockholder does not provide instructions. If a stockholder votes by means of the proxy solicited by this Proxy Statement and does not instruct the Proxy Holders how to vote, the Proxy Holders will have discretionary authority to cumulate the votes held by the stockholder. If the stockholder chooses to cumulate votes but does not indicate on the proxy card how to distribute cumulative votes, or votes FOR all nominees, the Proxy Holders, in their discretion, will cast the cumulative votes in a manner that will elect as many nominees nominated by the Board as they believe possible under the then-prevailing circumstances. Voting by 401(k) Plan Participants Each employee participant in Lam’s 401(k) Savings Plus Plan (“401(k) Plan”) who held unitized interests in Lam’s Common Stock in his or her personal 401(k) Plan account as of the Record Date will receive this Proxy Statement so that each participant may vote, by proxy, his or her interest in the Company’s Common Stock as held in the 401(k) Plan. The 401(k) Plan trustee, or the Company as the 401(k) Plan Administrator, will aggregate and vote proxies in accordance with the instructions in the proxies received. Stockholder Accounts Sharing the Same Last Name and Address To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Lam Research stock but who share the same address, we have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one copy of our Proxy Statement and Annual Report unless the stockholders notify our Investor Relations Department that they want to receive separate copies. This procedure reduces duplicate mailings and saves printing and mailing costs, as well as natural resources. Stockholders who participate in householding will continue to have access to all proxy materials at http://investor.lamresearch.com, as well as the ability to submit separate proxy voting instructions for each account through the Internet or by phone. Stockholders may request separate copies of the proxy materials for multiple accounts holding Lam Research stock by contacting the Company by phone (510-572-1615), by mail to Investor Relations, 4650 Cushing Parkway, Fremont, California 94538 or by email to investor.relations@lamresearch.com. Stockholders may also request consolidation of proxy materials mailed to multiple accounts through the same points of contact. 3 Stockholder-Initiated Proposals and Nominations for 2010 Annual Meeting Proposals Submitted under SEC Rules. Stockholder-initiated proposals (other than director nominations) may be eligible for inclusion in our Proxy Statement for next year’s 2010 Annual Meeting (in accordance with SEC Rule 14a-8) and for consideration at the Annual Meeting. The Company must receive a stockholder proposal no later than June 17, 2010 for the proposal to be eligible for inclusion. Any stockholder interested in submitting a proposal is advised to contact legal counsel familiar with the detailed securities law requirements for submitting proposals for inclusion in a company’s proxy statement. Proposals and Nominations Submitted under Company Bylaws. Stockholders may also submit proposals for consideration at the Annual Meeting by following certain requirements set forth in our Bylaws, as described below. These proposals will not be eligible for inclusion in the Company’s proxy statement unless they are submitted in compliance with Rule 14a-8 described above, but they will be presented for discussion at the Annual Meeting if all requirements for submission described below have been satisfied. Stockholders may also nominate candidates for election to the Board. Our Bylaws establish the requirements for these stockholder proposals and nominations. Assuming that the 2010 Annual Meeting takes place at roughly the same date next year as the 2009 Annual Meeting, the principal requirements for the 2010 Annual Meeting will be as follows: For proposals and for nominations: 1. A stockholder of record (“Stockholder”) must submit the proposal or nomination in writing; it must be received by the Secretary of the Company no earlier than July 27, 2010, and no later than August 26, 2010; 2. The Stockholder’s notice to the Secretary of a proposal or nomination must state for each of the Stockholder and the beneficial owner of Company Common Stock, if any, on behalf of whom the proposal or nomination is being made (“Beneficial Owner”): a. b. c. d. e. f. g. h. the name and record address of the Stockholder and the Beneficial Owner; the class, series and number of shares of capital stock of the Company that are owned beneficially or of record by the Stockholder and the Beneficial Owner; a description of any options, warrants, convertible securities, or similar rights held by the Stockholder or the Beneficial Owner with respect to the Company’s stock, and any other opportunities by the Stockholder or the Beneficial Owner to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, including through a general or limited partnership or ownership interest in a general partner; a description of any proxies, contracts, or other voting arrangements to which the Stockholder or the Beneficial Owner is a party concerning the Company’s stock; a description of any short interest held by the Stockholder or the Beneficial Owner in the Company’s stock; a description of any rights to dividends separated or separable from the underlying shares of the Company to which the Stockholder or the Beneficial Owner are entitled; any other information relating to the Stockholder or the Beneficial Owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations pursuant thereto; and a statement whether or not the Stockholder or the Beneficial Owner will deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of voting power of all of the shares of capital stock of the Company required under applicable law to carry the proposal or, in the case of a nomination or nominations, at least the percentage of voting power of all of the shares of capital stock of the Company reasonably believed by the Stockholder or the Beneficial Owner, as the case may be, to be sufficient to elect the nominee or nominees proposed to be nominated by the Stockholder. 4 Additionally, for nominations, the notice must: 1. Set forth, as to each person whom the Stockholder proposes to nominate for election or reelection as a director, all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934; and 2. Be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. Additionally, for proposals, the notice must: 1. 2. Set forth any material interest of the Stockholder or the Beneficial Owner in the proposed business; and Set forth a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such Record Stockholder and the Beneficial Owner, if any, on whose behalf the proposal is made. For more details, see the section entitled “Corporate Governance” below, and for a full description of the requirements for submitting a proposal or nomination, see the Company’s Bylaws. Submissions or questions should be sent to: George M. Schisler, Jr., Office of the Secretary, Lam Research Corporation, 4650 Cushing Parkway, Fremont, California 94538. 5 PROPOSAL NO. 1 ELECTION OF DIRECTORS NOMINEES FOR DIRECTOR A board of eight directors is to be elected at the 2009 Annual Meeting, consistent with resolutions adopted by the Board establishing the size of the board as eight members, effective immediately prior to the Annual Meeting. The eight nominees who receive the highest number of “For” votes will be elected. The term of office of each person elected as a director will be for the ensuing year, and until his or her successor is elected and qualified. Unless otherwise instructed, the Proxy Holders will vote the proxies received by them for the eight nominees named below, each of whom is currently a director of the Company. The proxies cannot be voted for more than eight nominees. 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. If additional people are nominated for election as directors, the Proxy Holders intend to vote all proxies in accordance with cumulative voting, and in a manner that will result in the election of as many of the nominees listed below as possible. The Proxy Holders will determine the specific nominees for whom their votes will be cast. The individuals shown in the table below have been nominated 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: Nominee Name and Current Board Role(s) James W. Bagley, age 70 Executive Chairman David G. Arscott, age 65 Audit Committee member Principal Occupation and Business Experience Mr. Bagley is the Executive Chairman of the Board of Directors, a position he has held since 2005. He served as Chairman from 1998 to 2005. From 1997 until 2005, Mr. Bagley also served as Lam’s Chief Executive Officer. Mr. Bagley joined Lam’s Board following the 1997 merger of Lam Research and OnTrak Systems, Inc., a supplier of silicon chip cleaning equipment where Mr. Bagley served as Chairman and Chief Executive Officer prior to the merger. 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 serves on the boards of directors of Micron Technology, Inc. and Teradyne Inc., both of which are publicly traded companies. He holds M.S. and B.S. degrees in electrical engineering from Mississippi State University. Mr. Arscott has been a director of the Company since 1980, and was Chairman of the Board of Directors from 1982 to 1984. In 1988, Mr. Arscott co-founded Compass Technology Group, an investment management firm, where he has been General Partner since 1988. Prior to that, Mr. Arscott co-founded Arscott, Norton & Associates, a venture capital firm, where he served as Managing General Partner. Mr. Arscott serves on the boards of director of Dragnet Solutions, Inc., Percutaneous Systems, Inc., and Toolwire, Inc., each of which is a privately held company. He earned his B.A. degree from the College of Wooster in Wooster, Ohio and his M.B.A. from the University of Michigan. 6 Nominee Name and Current Board Role(s) Robert M. Berdahl, age 72 Lead Independent Director Compensation Committee member Nominating/Governance Committee Chair Richard J. Elkus, Jr., age 74 Audit Committee member Nominating/Governance Committee member Grant M. Inman, age 67 Compensation Committee member Nominating/Governance Committee member Principal Occupation and Business Experience Dr. Berdahl has been a director of the Company since 2001. He has been the President of the Association of American Universities since 2006. From 1997 to 2004, Dr. Berdahl served as Chancellor of the University of California, Berkeley. From 2004 to 2006, he was a history professor at UC Berkeley and a professor of public policy at UC Berkeley’s Goldman School of Public Policy. Prior to serving as Chancellor at UC Berkeley, Dr. Berdahl held several academic leadership positions, including President of The University of Texas at Austin and Vice Chancellor of Academic Affairs at the University of Illinois at Urbana-Champaign. Dr. Berdahl has received numerous honors and awards, including a Fulbright Research Fellowship, and election to the American Academy of Arts and Sciences. He received his B.A. from Augustana College in Sioux Falls, South Dakota, his M.A. from the University of Illinois, and his Ph.D. from the University of Minnesota. Mr. Elkus has been a director of Lam Research since 1997. He joined the Board following Lam’s 1997 acquisition of OnTack Systems, Inc., where he was a board member. From 1994 to 2005, Mr. Elkus was Vice Chairman and Executive Vice President of Tencor Instruments and, following its merger with KLA, a director of KLA-Tencor. Before joining Tencor, Mr. Elkus was founder, Chairman and CEO of Prometrix Corporation, a semiconductor equipment company that merged with Tencor Instruments in 1994. Mr. Elkus’ extensive semiconductor industry experience has also included service on the boards of directors of SOPRA, S.A. and Cameca, S.A., both French suppliers of manufacturing equipment for the semiconductor industry. He recently authored Winner Take All, a book about international competitiveness. Mr. Elkus is a member of the Board of Trustees of The Scripps Research Institute. He received his undergraduate degree from Stanford University and his M.B.A. in production and finance from the Tuck School of Business Administration at Dartmouth College. Mr. Inman has been a director of the Company since 1981. He is currently General Partner of Inman Investment Management, a venture investment firm that he founded in 1998. He also co-founded and served as general partner of Inman & Bowman, a venture capital firm formed in 1985. Mr. Inman was a general partner of the investment banking firm Hambrecht & Quist from 1980 to 1985. Mr. Inman has served on the board of directors of Paychex, Inc., a publicly traded company, since 1983. In addition, he serves on the board of directors of AlphaCard Systems, a privately held company. He holds a B.A. degree in economics from the University of Oregon and an M.B.A. from the University of California, Berkeley. Mr. Inman now serves as a trustee of foundations at both institutions. 7 Nominee Name and Current Board Role(s) Catherine P. Lego, age 53 Audit Committee Chair Stephen G. Newberry, age 56 Board member Patricia S. Wolpert, age 59 Compensation Committee Chair Principal Occupation and Business Experience Ms. Lego has been a director of the Company since 2006. She has been General Partner of The Photonics Fund, LLP, a venture capital investment firm that she founded, since 1999. Prior to forming The Photonics Fund, she founded Lego Ventures LLC in 1992 to provide consulting services to early stage electronics companies. Ms. Lego received her CPA in connection with her work at Coopers & Lybrand earlier in her career. Ms. Lego currently serves on the board of directors, and chairs the audit committee, of SanDisk Corporation, a publicly traded company. She received a B.A. from Williams College and an M.S. in Accounting from the New York University Graduate School of Business. 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, Inc. during his 17-year tenure there, including Vice President of Applied Materials Japan and Group Vice President of Global Operations and Planning. Mr. Newberry serves on the board of directors of Amkor Technology, Inc., a publicly traded company, and on the board of directors of SEMI, a global semiconductor industry trade association. He is a member of the Advisory Board of the Haas School of Business at the University of California, Berkeley, and of the Dean’s Advisory Council at the Graduate School of Management at the University of California, Davis. Mr. Newberry is a graduate of the U.S. Naval Academy and the Harvard Graduate School of Business. Ms. Wolpert has been a director of the Company since 2006. She owns Wolpert Consulting LLC, a sales and marketing consulting firm that she founded in 2003. Ms. Wolpert held a variety of executive positions during her 30-year career with IBM, including Vice President for Sales Transformation, Americas and Vice President for the Central Region, Americas. As a member of the CEO’s Senior Leadership Group, she held both strategic and tactical leadership roles across all of IBM’s hardware, software and services offerings. Ms. Wolpert is currently Chairman of the Board of Teradyne, Inc., a publicly traded company. She is a graduate of Western Kentucky University. 8 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table below sets forth the beneficial ownership of shares of Lam’s Common Stock by: (i) each person or entity who the Company believes beneficially owned more than 5% of Lam’s Common Stock on June 30, 2009; (ii) each current director of the Company; (iii) each named executive officer (“named executive”) identified below in the “Executive Compensation and Other Information” section; and (iv) all current directors and current executive officers as a group. The information for directors and officers reflects holdings as of September 30, 2009, which is the most recent practicable date for determining their holdings. The percent of the class owned is calculated using 127,191,795 as the number of shares of Lam’s Common Stock outstanding on that date. Name of Person or Identity of Group 5% or Greater Stockholders Fidelity Management & Research Co. (FMR LLC) . . . . . . . . . . . . . . . . . . 1 Federal Street Boston, Massachusetts 02110 Wellington Management Company LLP. . . . . . . . . . . . . . . . . . . . . . . . . . . 75 State Street Boston, Massachusetts 02109 Directors James W. Bagley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David G. Arscott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Robert M. Berdahl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard J. Elkus, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jack R. Harris . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Grant M. Inman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Catherine P. Lego. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen G. Newberry (also an Executive Officer) . . . . . . . . . . . . . . . . . . . Seiichi Watanabe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patricia S. Wolpert. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Officers Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All current directors and current executive officers as a group Shares Beneficially Owned (1) Percent of Class 18,357,066(2) 14.5% 7,010,000(2) 5.5% 183,000 123,983 50,948 111,618 96,578 122,248 22,248 15,900 14,513 19,748 17,291 30,945 6,109 4,708 * * * * * * * * * * * * * * * (16 people) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 842,451 * (1) Less than 1% Includes (a) shares subject to outstanding stock options that are now exercisable or will become exercisable within 60 days after September 30, 2009 (by November 29, 2009), and (b) restricted stock units (“RSUs”) that will vest by that date, as follows: James W. Bagley David G. Arscott Robert M. Berdahl Richard J. Elkus, Jr. Jack R. Harris Grant M. Inman Catherine P. Lego 1,000 options 63,000 options 8,130 RSUs 33,000 options 8,130 RSUs 57,000 options 8,130 RSUs 63,000 options 8,130 RSUs 51,000 options 8,130 RSUs 8,130 RSUs 9 Stephen G. Newberry Seiichi Watanabe Patricia S. Wolpert Martin B. Anstice Richard A. Gottscho Abdi Hariri Ernest E. Maddock All directors and executive officers as a group 5,250 options 8,130 RSUs 8,130 RSUs 2,849 options — 1,822 options 3,050 options 287,271 options 65,040 RSUs (2) Information regarding beneficial ownership by the 5% stockholders is based on their respective publicly filed Schedule 13D, 13F, or 13G prior to June 30, 2009. CORPORATE GOVERNANCE Our Board of Directors and members of management are committed to responsible corporate governance that will 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. As part of that process, the Board and management review published guidelines and recommendations of institutional shareholder organizations; published guidelines of a selection of other public companies; the requirements of the Sarbanes-Oxley Act of 2002 and other rules and regulations of the SEC; and the listing standards for the NASDAQ Global Select Market (“NASDAQ”). Corporate Governance Policies We have instituted a variety of policies and procedures to foster and maintain responsible corporate governance, including the following: Corporate Governance Guidelines. We adhere to written Corporate Governance Guidelines, adopted by the Board and reviewed from time to time by the Nominating/Governance Committee. Selected provisions of the Guidelines are discussed below, including in the “Board Nomination Policies and Procedures,” “Director Independence Policies” and “Other Governance Practices” sections below. Code of Ethics. We maintain a Code of Ethics that applies to all employees, officers and members of the Board. The Code of Ethics contains standards reasonably designed to deter wrongdoing and to promote (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in the periodic reports we file with the SEC and in other public communications; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and (5) accountability for adhering to the Code of Ethics. We will promptly disclose to the public any amendments to, or waivers from, any provision of the Code of Ethics, to the extent required by applicable laws. We intend to make this public disclosure by posting the relevant material on our website. A copy of the Code of Ethics is available on the investors’ page of Lam’s web site at http://investor.lamresearch.com. Global Standards of Business Conduct Policy. Lam Research maintains written standards of appropriate business conduct in a variety of business situations that applies to employees worldwide. The policy addresses, among other topics, conflicts of interest, the safeguarding of Company assets, certain aspects of insider trading and communication with the investment community. Board Committee Charters. Each of the Board’s standing committees — Audit, Compensation and Nominating/Governance Committees — has a written charter adopted by the Board that establishes practices and procedures for the committee in accordance with applicable corporate governance rules and regulations. Each committee reviews its charter periodically and recommends changes to the Board, as appropriate. The committee charters are available on the investors’ page of Lam’s website at http://investor.lamresearch.com. Please also refer to “Board Meetings and Committees,” below, for a description of responsibilities of the Board’s standing committees. Board Nomination Policies and Procedures Board Membership Criteria. Under our Corporate Governance Guidelines, nominees for director are evaluated on the basis of a range of criteria, including (but not limited to) experience, wisdom, integrity, the ability to make independent analytical inquiries, the ability to understand Lam’s business environment and willingness to devote adequate time to Board duties. We also consider the appropriate balance of experience, skills, and perspectives desirable for the full Board. In addition, Board members may serve on no more than four boards of public companies (including Lam’s Board); and Board nominees must be under the age of 75 years. 10 Nomination Procedure. The Nominating/Governance Committee identifies, evaluates and recommends qualified candidates for election to the Board. The Committee considers recommendations from a variety of sources, including other Board members, executive officers and stockholders. Formal nominations are made by the independent members of the Board, or they may delegate nomination authority to the Nominating/ Governance Committee. Additional information regarding the nomination procedure is provided in the section above captioned “Stockholder-Initiated Proposals and Nominations for 2010 Annual Meeting.” On May 15, 2009, we amended and restated our Bylaws to make the following changes relating to the nomination or recommendation of candidates by a stockholder: • • • In the case of an annual meeting, the stockholder is required to provide advance notice of the nomination between 75 and 45 days prior to the anniversary of the mailing of the previous year’s proxy statement; In the case of a special meeting, the stockholder is required to provide advance notice of the nomination by the later of 90 days prior to the special meeting or the tenth day following the announcement of the date of the special meeting; and A stockholder is required to provide additional disclosure regarding, among other things, derivative instruments and short positions in the Company’s stock held by the stockholder. Director Independence Policies Board Independence Requirements. Our Corporate Governance Guidelines require that at least a majority of the Board members 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 Member Independence. The Board has determined that the following current directors are independent in accordance with NASDAQ criteria for director independence: David Arscott, Robert Berdahl, Richard Elkus, Jr., Jack Harris, Grant Inman, Catherine Lego, Seiichi Watanabe, and Patricia Wolpert. Board Committee Independence. All members of the Board’s three standing committees - Audit, Compensation and Nominating/Governance committees - must be independent in accordance with NASDAQ and other applicable rules and regulations. See “Board Meetings and Committees” below for a description of the responsibilities of the Board’s standing committees. Lead Independent Director. Our Corporate Governance Guidelines authorize the Board to designate a Lead Independent Director from among the independent Board members. 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 our management directors (the Executive Chairman and the CEO). 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 the independent directors or Committee members, without management present. Board Access to Independent Advisors. The Board as a whole, and each of the Board committees separately, may retain, at Lam’s expense, and terminate, in their discretion, any independent consultants, counselors, or advisors as they deem necessary or appropriate to fulfill their obligations as Board and committee members. Other Governance Practices In addition to the principal policies and procedures described above, we have established a variety of other practices to enhance our corporate governance, including the following. Board Continuing Education. Under the Corporate Governance Guidelines, directors are expected to attend one or more educational sessions or conferences to enhance their ability to fulfill their responsibilities as Board members. Each director who served during fiscal 2009 fulfilled this expectation. 11 Board and Committee Assessments. At least bi-annually, the Nominating/Governance Committee conducts a review of the functioning of the Board and reports its evaluation to the Board for assessment. Director Resignation or Notification of Change in Executive Officer Status. Under our Corporate Governance Guidelines, any Lam Research director who is also an executive officer of the Company must offer to submit his or her resignation as a director to the Board if the director ceases to be an executive officer of Lam Research. The Board may accept or decline the offer, in its discretion. The Corporate Governance Guidelines also require a non-employee director to notify the Nominating/Governance Committee if the director changes his or her executive positions at another company. 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 recommendations. Director and Executive Stock Ownership. Under the 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. We also have guidelines for stock ownership by other members of the executive management team, including the Chief Executive Officer, the Chief Financial Officer, and other officers designated by the Compensation Committee. These executives 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 or a specified minimum number of shares, whichever is lower. The salary multiple or specific number of shares varies according to the seniority of the office. In February 2009, we amended our stock ownership guidelines to bring them in line with the practices of companies comparable to Lam Research, as well as to recognize the limitations of our stock ownership guideline structure in a cyclical business. Specifically, the guidelines are expressed as the lesser of a dollar amount or a share amount, to allow for changes in the trading price of Lam’s stock. As amended, each designated executive is expected to acquire and maintain ownership of shares of our common stock, in the quantities indicated below, by the later of December 31, 2011, or the fifth anniversary of the executive officer’s hire or promotion date: Position Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lesser of three times base salary, or 65,000 shares Lesser of two times base salary, or 25,000 shares Chief Operating Officer; Chief Financial Officer . . . . . . . . Lesser of two times base salary, or 20,000 shares Other designated executives . . . . . . . . . . . . . . . . . . . . . . . . . Stock Ownership Guideline Insider Trading Restrictions. We maintain an Insider Trading Policy that applies to all employees, officers and directors. The policy primarily addresses trading in Lam Research securities when a covered individual possesses material non-public information. In addition, our Global Standards of Business Conduct Policy prohibits employees from engaging in “short sales” of Lam Research securities and purchasing “put” or “call” options for Lam Research securities (other than through our equity incentive plans or employee stock purchase plans). These measures help to ensure that our employees will not benefit from a decline in Lam’s stock price, but will remain focused on our business success. Communications with Board Members. Any stockholder who wishes to communicate directly with the Board of Directors, any Board Committee or with any individual 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 appropriate director(s). 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 94537. The Audit Committee has established procedures to ensure that employee complaints or concerns regarding audit or accounting matters will be received and treated anonymously (if the complaint or concern is submitted anonymously) and confidentially. We expect our directors to attend the annual meeting of stockholders each year and to respond to appropriate questions. All our directors attended the 2008 annual meeting. 12 Board Meetings and Committees Meeting Attendance. Our Board of Directors held a total of twelve meetings during fiscal 2009. All of the directors who served for the entire fiscal year attended at least 75% of the aggregate number of Board meetings that they were entitled to attend and meetings of Board committees on which they served during fiscal 2009. The Board of Directors has as standing committees an Audit Committee, a Compensation Committee, and a Nominating/Governance Committee. Audit Committee. The purpose of the Audit Committee is to oversee Lam’s accounting and financial reporting processes and the audits of our financial statements. The Audit Committee is not, however, responsible for planning or conducting our audits, or determining whether our financial statements are complete and accurate or in accordance with generally accepted accounting principles. During fiscal 2009, the Audit Committee consisted of Board members Arscott, Lego and Watanabe (who served the entire fiscal year), Mr. Inman (who served from July 2008 to February 2009), and Mr. Elkus (who joined the Committee in February 2009). The Audit Committee held eight meetings during fiscal 2009. The Board concluded that all Audit Committee members are non-employee directors who are independent in accordance with the NASDAQ criteria for audit committee member independence. The Board also determined that Ms. Lego, the chair of the committee during fiscal 2009, is a “financial expert” as defined in SEC rules. The Audit Committee’s responsibilities include (but are not limited to) the following: • Appoint and provide for the compensation of Lam’s independent registered public accounting firm (the “Firm”), and approve, in accordance with and in a manner consistent with the laws, rules and regulations applicable to the Company, all professional services to be provided to Lam Research by the Firm Oversee the work of, and evaluate the performance of, the Firm • • Meet with management and the Firm to discuss the annual financial statements and the Firm’s report on them, and to discuss the adequacy of internal control over financial reporting • Meet quarterly with management and the Firm to discuss the quarterly financial statements prior to the filing of the Company’s Form 10-Q with the SEC Review and approve all related party transactions • Compensation Committee. The purpose of the Compensation Committee is to discharge certain responsibilities of the Board relating to executive compensation, to oversee incentive, equity-based and other compensatory plans in which Lam’s executive officers and directors participate and to produce an annual report on executive compensation for inclusion as required in the Company’s proxy statement. During fiscal 2009, the Compensation Committee consisted of Board members Berdahl, Harris, and Wolpert (each of whom served the entire fiscal year), Mr. Elkus (who served from July 2008 until February 2009) and Mr. Inman (who joined the Committee in February 2009). The Board concluded that all members of the Compensation Committee are non-employee directors who are independent in accordance with the NASDAQ criteria for director independence. The Compensation Committee held ten meetings during fiscal 2009. 13 The Compensation Committee’s responsibilities include (but are not limited to) the following: • • • • • Develop and from time to time review compensation policies and practices applicable to Lam’s executive officers, including the criteria upon which executive compensation is based and the composition of executive compensation in terms of base salary, deferred compensation, incentive- or equity-based compensation and other benefits Establish and review corporate goals and objectives as relevant to the Chief Executive Officer and the Executive Chairman, evaluate their performance in light of these goals and objectives and based on this evaluation recommend the CEO’s and Executive Chairman’s compensation packages for approval by the independent members of the Board Determine compensation packages for other executive officers consistent with policies approved by the independent members of the Board Review and recommend to the Board for final approval all cash, equity-based or other compensation arrangements applicable to the independent members of the Board Review and approve, subject to stockholder or Board approval as required, the creation or amendment of any equity-based compensatory plans and other compensatory plans as the Board designates Nominating/Governance Committee. The purpose of the Nominating/Governance Committee is to identify individuals qualified to serve as members of the Board of the Company; recommend nominees for election as directors of the Company; evaluate the Board’s performance; develop and recommend to the Board corporate governance guidelines; and provide oversight with respect to corporate governance and ethical conduct. During fiscal 2009, the Nominating/Governance Committee consisted of Board members Berdahl, Elkus, and Inman. The Board concluded that all Nominating/Governance Committee members are non-employee directors who are independent in accordance with the NASDAQ criteria for director independence. The Nominating/Governance Committee held eight meetings during fiscal 2009. The Nominating/Governance Committee’s responsibilities include (but are not limited to) the following: • Recommend to the independent members of the Board nominees for election as directors of the Company at the next annual or special meeting of stockholders at which directors are to be elected; and identify, evaluate and recommend individuals to fill any vacancies or newly created directorships that may occur between meetings • Make recommendations to the Board annually after consultation with the Chairman of the Board and the Lead Independent Director, if any, with respect to assignment of Board members to committees and for committee chairs • • Recommend to the Board the adoption of corporate guidelines, and from time to time review and assess the guidelines and recommend changes for approval by the Board Conduct from time to time a review of the Board and the Board committees in accordance with the Company’s Corporate Governance Guidelines and the committee charters, and report the evaluation to the Board. The Nominating/Governance Committee, upon duly delegated authority from the Board, recommended the slate of nominees for director set forth in Proposal No. 1 above. The independent members of the Board approved the recommendations and nominated the proposed slate of nominees. The Nominating/Governance Committee will consider for nomination persons properly nominated by stockholders in accordance with the Company’s Bylaws and other procedures described above in the section captioned “Stockholder-Initiated Proposals and Nominations for 2010 Annual Meeting.” Stockholder nominations for director will be evaluated by Lam’s Nominating/Governance Committee in accordance with the same criteria as are applied to candidates identified by the Board, its Nominating/Governance Committee, or other sources. 14 DIRECTOR COMPENSATION Board members who are also employees do not receive any additional compensation for service on the Board. The compensation of our non-employee directors is reviewed and determined annually by the Board, upon recommendation from the Compensation Committee. All non-employee directors currently receive a base cash retainer and equity compensation in the form of RSUs. In addition, committee chairs and the lead independent director receive additional cash retainers. The Board endeavors to maintain forms and amounts of director compensation that will attract and retain directors of the caliber desired by the Company and that align director interests with those of stockholders. Our director compensation plans run on a calendar-year basis. However, SEC rules require us to report compensation in this Proxy Statement on a fiscal-year basis. For calendar year 2009 (the first half of which is part of fiscal year 2009), each of the Company’s non-employee directors received an annual retainer of $42,000. An additional $7,500 fee was paid to the lead independent director and to the chairs of the Compensation Committee and the Nominating/Governance Committee, and an additional $10,000 to the chair of the Audit Committee. In addition, each non-employee director is eligible to receive an annual equity grant with a targeted grant date value equal to $200,000 (calculated as the fair market value of a share of the Company’s common stock on the grant date, times the number of shares granted). For calendar year 2009, due to the economic environment, the Board decided to reduce the dollar value of the awards by 20%, to $160,000. Each non-employee director received a grant of 8,130 RSUs for services during calendar year 2009. Each RSU grant was issued on February 2, 2009, and, subject to a director’s continued service on the Board, vests in full on November 1, 2009, with receipt deferred until January 29, 2010. Director cash compensation for calendar year 2008 (the second half of which is part of fiscal year 2009) was the same as for calendar year 2009. The following table shows cash and equity compensation for fiscal 2009: Director Compensation Fees Earned or Paid in Cash ($) $42,000 $57,000 $42,000 $42,000 $42,000 $52,000 $42,000 $49,500 Stock Awards (1) (2) (3) ($) $222,483 $222,483 $222,483 $222,483 $222,483 $222,483 $222,483 $222,483 Option Awards ($) $0 $0 $0 $0 $0 $0 $0 $0 Non-Equity Incentive Plan Compensation ($) $0 $0 $0 $0 $0 $0 $0 $0 Nonqualified Deferred Compensation Earnings ($) $0 $0 $0 $0 $0 $0 $0 $0 All Other Compensation $0 $0 $0 $0 $0 $0 $0 $0 Total $264,483 $279,483 $264,483 $264,483 $264,483 $274,483 $264,483 $271,983 Name David G. Arscott . . . . . . Robert M. Berdahl . . . . Richard J. Elkus, Jr . . . . Jack R. Harris . . . . . . . . Grant M. Inman . . . . . . Catherine P. Lego . . . . . Seiichi Watanabe . . . . . Patricia S. Wolpert . . . . (1) On May 2, 2008, each Director was granted 4,678 restricted stock units based on the closing price of the Company’s Common Stock of $42.75, for a target value of $200,000. The units vested on November 1, 2008, with receipt deferred until January 31, 2009. (2) On February 2, 2009, each Director was granted 8,130 restricted stock units based on the closing price of the Company’s Common Stock of $19.68, for a target value of $160,000. The units vest on November 1, 2009, with receipt deferred until January 29, 2010. (3) Amounts shown do not reflect the target values described in notes 1 and 2. Instead, the amounts shown are the compensation expenses recognized by Lam Research in the fiscal year for restricted stock units as determined pursuant to Statement of Financial Accounting Standards (“SFAS”) 123(R). These compensation expenses reflect restricted stock units expensed in the fiscal year. 15 In addition, members of Lam’s Board of Directors who have retired from the Board can participate in the Company’s Executive Retirement Medical and Dental Plan if they meet certain eligibility requirements. The most recent valuation of Lam Research’s accumulated post-retirement benefit obligation under SFAS No. 106, as of June 2009, for the current directors who may become eligible is shown below: Name* David G. Arscott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Robert M. Berdahl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard J. Elkus, Jr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jack R. Harris . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Grant M. Inman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Catherine P. Lego . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Seiichi Watanabe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patricia S. Wolpert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY 2009 $54,000 $44,000 $40,000 $52,000 $50,000 $46,000 $38,000 $36,000 * Excludes Board members who are also eligible to participate based on their employment as executives of Lam Research. 16 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires our executive officers, directors, and people who own more than 10% of a registered class of our equity securities to file an initial report of ownership (on a Form 3) and reports on subsequent changes in ownership (on Forms 4 or 5) with the SEC by specified due dates. Our executive officers, directors, and greater-than-10% stockholders are also required by SEC rules to furnish Lam Research with copies of all Section 16(a) forms they file. We are required to disclose in this Proxy Statement any failure to file any of these reports on a timely basis. Based solely on our review of the copies of the forms that we received from the filers, and on written representations from certain reporting persons, we believe that all of these requirements were satisfied during fiscal 2009. EXECUTIVE COMPENSATION AND OTHER INFORMATION COMPENSATION DISCUSSION & ANALYSIS Overview This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation program and discusses how we made executive compensation decisions for our executive officers during fiscal 2009. For fiscal 2009, our “named executive officers” (as defined in SEC rules) were: Stephen G. Newberry, our President and Chief Executive Officer; Ernest E. Maddock, our Senior Vice President and Chief Financial Officer; Richard A. Gottscho, our Group Vice President and General Manager, Etch Businesses; • • • • Martin B. Anstice, our Executive Vice President and Chief Operating Officer; and • We refer to these individuals collectively in this CD&A as the “Named Executive Officers” or “NEOs.” Abdi Hariri, our Group Vice President, Global Operations. The compensation tables included in this CD&A report the compensation of the Named Executive Officers for fiscal 2009. However, our executive compensation program is designed and evaluated on a calendar-year basis rather than a fiscal-year basis to correspond with our annual business planning, performance goal-setting, pay, and benefit cycles. Therefore, the discussion of our compensation programs and our compensation decisions reflects this calendar year orientation. Our standard compensation program for NEOs includes five primary components: base salary, annual incentive awards, long-term incentive awards, participation in benefit programs, and eligibility for certain post-termination employment benefits. Each of these compensation components is reviewed periodically by the Compensation Committee of our Board of Directors (“Committee”). Compensation for NEOs other than Mr. Newberry is determined by the Committee. Mr. Newberry’s compensation is recommended by the Committee to the independent members of the Board for approval. We design and operate our executive compensation program to achieve specific objectives including: market competitiveness to attract, retain and motivate our executives, pay-for-performance, long-term orientation, and cost-effectiveness (further described in the section entitled “Compensation Objectives” below). In the cyclical environment in which Lam Research operates, applying these objectives leads to changes in our program from time to time. For example, prior to the economic downturn, our variable incentive programs focused primarily on operating profit performance. In response to the downturn we experienced in fiscal 2009, we modified our programs to focus on other important business objectives and strategic initiatives that will position the Company for long-term success once the recovery occurs. Throughout the business cycle, we believe that our compensation programs reward behaviors aligned with our Compensation Objectives and promote retention of our executives. 17 The following bullet points highlight the key actions related to the compensation of our NEOs in fiscal 2009. Each of these items is discussed in greater detail in the applicable section of this CD&A. • • • • • In light of the difficult business environment at the start of calendar 2009, the CEO recommended and the Committee approved a temporary reduction in the base salaries for each of our NEOs of between 10% and 17.5%, effective in February 2009. Base salaries for NEOs have not yet been restored to their prior levels. In September 2008, increased the base salaries for Mr. Anstice and for Mr. Maddock in connection with their promotions to their current positions. Their base salaries were subsequently reduced by 12.5% as part of the temporary reduction noted above. Approved payments under our Annual Incentive Program (“AIP”) for calendar year (sometimes referred to as “CY”) 2008 that were on average equal to less than half of the target award amounts for the NEOs. These payments were reduced from what would otherwise have been earned because our CEO recommended and the Committee approved reducing the corporate performance portion of the payout to zero in the second half of CY 2008 in light of business conditions. Approved payments under the 2007 Multi-Year Incentive Program (“MYIP”), which covered performance for CY 2007 and CY 2008, that were on average equal to slightly above the target award amounts. The performance factor under the 2007 MYIP was based on ongoing operating income and provided for payments as high as 2.5 times target. Strong operating profit performance in CY 2007 and early CY 2008 offset poor performance in late CY 2008. As with the 2008 AIP, our CEO recommended and the Committee approved reducing the amount that otherwise would have been earned for the last quarter of the 2007 MYIP to zero. Also in light of the difficult business environment, the Committee made several changes to the AIP and long-term incentive program to focus our executives on actions that will position the Company for long-term success once the recovery occurs and to help retain executives: • • Modified the long-term incentive program by adding equity components to what had been an all-cash program and by changing the performance factor from ongoing operating profit to a metric related to ongoing operating cash flow. Modified the AIP performance factors to align with business strategies for the downturn, reduced the amount of potential incentive payments, and provided for payment in stock rather than cash (in whole or in part) at the option of the Committee. • Modified the executive stock ownership guidelines to better align with market norms and reflect the cyclicality of the industry in which we operate. We also conducted a comprehensive review of our employment contract and change of control practices in relation to market practices in our industry and among other comparable companies. We entered into the following agreements effective July 1, 2009: • • • A new employment agreement with Mr. Newberry that, unlike his prior agreement, does not include a tax gross-up for Internal Revenue Code Section 280G excise taxes. Employment agreements with Messrs. Anstice and Maddock. Change of control agreements with other executive officers, including our NEOs. 18 Governance of Executive Compensation Program Role of the Compensation Committee. The Committee discharges certain responsibilities of the Board relating to executive compensation and oversees the incentive, equity-based and other compensation plans in which executive officers (including the NEOs) participate, pursuant to a charter that can be viewed at http://investor.lamresearch.com. The Committee’s key responsibilities with respect to executive compensation include the following: • • • • Develop and from time to time review compensation policies and practices applicable to Lam’s executive officers, including the criteria upon which executive compensation is based and the composition of executive compensation in terms of base salary, deferred compensation, incentive- or equity-based compensation and other benefits Establish and review corporate goals and objectives as relevant to the Chief Executive Officer and the Executive Chairman, evaluate their performance in light of these goals and objectives and based on this evaluation recommend the CEO’s and Executive Chairman’s compensation packages for approval by the independent members of the Board1 Determine compensation packages for other executive officers (including the NEOs) consistent with policies approved by the independent members of the Board Review and approve, subject to stockholder or board approval as required, the creation or amendment of any equity-based compensatory plans of the Company Within this framework, the Committee receives and reviews information, analysis, and compensation proposals provided by management and by the Committee’s compensation consultant and other advisors. Role of Executive Officers. Mr. Newberry, assisted by specialists from our Human Resources, Finance, and Legal Departments, develops recommendations for the compensation of our executive officers, including our NEOs. Typically, these recommendations cover the base salaries, annual incentive award opportunities, and long-term incentive award opportunities for our executive officers, as well as the criteria upon which these award opportunities may be earned. The Committee considers Mr. Newberry’s recommendations in light of competitive compensation data, the Committee’s pay philosophy and objectives, and current business conditions, and obtains advice from outside advisors as noted below. At the request of the Committee, our Executive Chairman provides input to the Committee on Mr. Newberry’s compensation and compensation recommendations. Mr. Newberry generally attends Compensation Committee meetings as requested by the Committee. He leaves the meeting for any discussion of his own compensation. Role of Committee Advisors. The Committee is authorized to engage its own advisors to assist in carrying out its responsibilities. In November 2008, the Committee engaged the services of Compensia, Inc., a national compensation consulting firm (“Compensia”). Compensia provides the Committee and our Board of Directors with guidance regarding the amount and types of compensation that we provide to our executive officers and how these compare to other compensation practices. Compensia also provides advice regarding other compensation- related matters. Representatives of Compensia attend meetings of the Committee as requested and also communicate with the Committee Chair outside of meetings. Compensia reports to the Committee rather than to management, although Compensia meets with members of management, including Mr. Newberry, for purposes of gathering 1 The independent members of our Board of Directors, upon recommendation from the Committee, approve the elements of Mr. Newberry’s compensation package. For purposes of this CD&A, a reference to a compensation action or decision by the Committee with respect to the NEOs means, in the case of Mr. Newberry, an action or decision by the independent members of our Board of Directors, unless otherwise expressly noted. 19 information on proposals that management may make to the Committee. During fiscal 2009, Compensia met with various executives to collect data and obtain management’s perspective on our compensation practices for executive officers. The Committee may replace Compensia or hire additional advisors at any time. Compensia has not provided any other services to the Committee or to management, and has received no compensation other than with respect to the services described above. Executive Compensation Philosophy Compensation Objectives. We design and operate our executive compensation program to achieve the following principal objectives: • Maintain plans to attract, retain, and motivate high-caliber senior executives by developing compensation arrangements for our executive officers that are competitive with similarly-situated executives in technology companies; • • • Pay for performance, by appropriately rewarding our senior executives for their achievement of both short-term and long-term business objectives; Establish a long-term orientation by focusing the efforts of our senior executives on our long-term financial performance, customer relationships and stockholder value creation; and Structure cost-effective compensation plans to take into account the accounting treatment and tax deductibility of compensation expense. Compensation Elements. Our executive compensation program consists of several principal elements intended to achieve the objectives described above. We consider each element to be appropriate to meet one or more of the principal objectives of our executive compensation philosophy. Compensation Element Base salary . . . . . . . . . . . . . . . . . . . . Market competitiveness to attract, Objective(s) retain and motivate Annual incentive awards . . . . . . . . . Market competitiveness to attract, retain and motivate Pay for performance by rewarding executives for achieving shorter-term corporate and individual performance objectives Long-term incentives, including MYIP and equity awards . . . . . . . . . Market competitiveness to attract, Retirement benefits . . . . . . . . . . . . . . Deferred compensation benefits . . . . retain and motivate Pay for performance Long-term/stockholder orientation Cost-effectiveness Provide competitive benefits Promote executive retention Provide competitive benefits Promote executive retention Target Market Position* 50th – 60th percentile of Peer Group 50th – 75th percentile of Peer Group, depending on performance results 50th – 75th percentile of Peer Group, depending on performance results 50th percentile of Peer Group N/A Severance and change of control benefits . . . . . . . . . . . . . . . . . Market competitiveness to attract, retain and motivate Long-term/stockholder orientation 50th – 60th percentile of Peer Group Other benefit programs . . . . . . . . . . . Market competitiveness to attract, 50th percentile of Peer Group retain and motivate 20 * See “Peer Group of Comparable Companies” and “Benchmarking and Target Pay Positioning,” below, for further explanation of the information in this column. In setting individual pay, the Committee considers a variety of factors, such as job performance, job scope and responsibilities, skill set, prior experience, the executive officer’s time in his or her position with us, internal equity regarding pay levels for similar skill levels or positions, external pressures to attract and retain executive talent, and general market conditions. In general, the differences in total compensation, as well as differences in the amounts of individual compensation elements among our executive officers, reflect these factors. We believe that these differences are consistent with the pay differentials among similar positions at comparable companies. Peer Group of Comparable Companies. The Committee considers compensation data from a group of comparably-sized companies in the technology industry (the “Peer Group”) as one element in establishing the compensation levels of our executive officers, including the NEOs, as well as the mix and weighting of individual compensation elements. Typically, the companies constituting our Peer Group are selected for their comparability to us based on annual revenues, market capitalization, lines of business, and industry, and because we believe we are likely to compete with them for executive talent. Based on these criteria, the Peer Group may be modified from year to year. For calendar year 2008, the Peer Group consisted of the following companies: • Analog Devices, Inc. • Applied Materials, Inc. • Cypress Semiconductor Corporation • Fairchild Semiconductor International, Inc. • KLA-Tencor Corporation • LSI Corporation • MEMC Electronic Materials, Inc. For calendar year 2009, the Committee, with input from its outside consultant, approved the addition of the following companies to our Peer Group as these companies were also determined to meet the criteria described above: • Molex Incorporated • National Semiconductor Corporation • Novellus Systems, Inc. • NVIDIA Corporation • SanDisk Corporation • Xilinx, Inc. • Altera Corporation • Atmel Corporation • First Solar, Inc. • Marvell Technology Group Ltd. • Maxim Integrated Products, Inc. In addition to this Peer Group data, our Human Resources Department analyzed survey data on base salary, bonus targets, equity awards, and total compensation drawn from the Radford 2009 Executive Survey (which includes data from over 700 technology companies). • SunPower Corporation • Varian Semiconductor Equipment Associates, Inc. • Teradyne, Inc. Benchmarking and Target Pay Positioning. The Compensation Committee reviews compensation practices at Peer Group companies and companies that participate in the Radford Survey as one factor for determining whether the Company’s total compensation is within a reasonably competitive range. Generally, the Committee targets the total direct compensation (defined as base salary plus target annual incentive awards plus target long-term incentive awards) of our executive officers, including the NEOs, near the 50th percentile of the Peer Group. However, our programs are designed to provide our executive officers with the opportunity to receive higher levels of compensation (up to and above the 75th percentile of the Peer Group) if warranted by superior company and/or individual performance, or lower levels of compensation for below-target company or individual performance. 21 Calendar Year 2008/2009 Compensation Decisions Base Salary. Base salaries represent one of the primary “fixed” components of our executive compensation program. We view the purpose of base salary is to fairly and competitively compensate our executive officers, including the NEOs, with a fixed amount of salary for the jobs they perform. Accordingly, we seek to ensure that our base salary levels are competitive and consistent with industry practice. Adjustments to base salary are generally considered by the Committee each year in February. For CY 2008, the base salaries of the NEOs were determined by the Committee in February 2008. In September 2008, the Committee approved an increase to Mr. Anstice’s annual base salary from $400,000 to $450,000 in connection with his promotion to Executive Vice President and Chief Operating Officer. At the same time and in connection with his promotion to Senior Vice President and Chief Financial Officer, the Committee approved an increase to Mr. Maddock’s base salary from $416,000 to $440,000. The salary increases for both executives were based on a market review of comparable positions in our Peer Group completed by our Human Resources Department and Mr. Newberry’s recommendation to the Committee. For CY 2009 and in view of the uncertainty in the global economy and potential impact to our business, the Committee approved (upon the recommendation of Mr. Newberry) a temporary reduction in the base salaries of our NEOs, beginning in February 2009. The reductions ranged from 10% to 17.5% and were part of a broader salary reduction program applicable to all of our employees. The Committee has not yet restored NEO salaries to their original levels, although salaries for most other employees were restored in October 2009. The Committee will continue to evaluate economic and business conditions and, with input from Mr. Newberry, determine when restoration of NEO salaries is appropriate. The base salaries of the NEOs for calendar years 2008 and 2009 are as follows: Named Executive Officer Stephen G. Newberry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CY 2009 CY 2008 $ 800,000 $ 660,000 $ 440,000 * $ 385,000 $ 324,000 $ 360,000 $ 450,000 * $ 393,750 $ 283,500 $ 315,000 * Base salary effective upon promotion in September 2008 Annual Incentive Program. Our Annual Incentive Program (or “AIP”) provides for annual cash incentive awards to our NEOs based on the achievement of corporate and individual performance objectives during the calendar year. For the AIP, the Committee establishes: (i) the corporate performance objectives and individual performance objectives that will apply to each executive officer, which may be six- or twelve-month objectives; (ii) the target levels of performance for the corporate and individual objectives; and (iii) the individual target award opportunities. By reviewing certain performance objectives with six-month periods, the Committee retains the ability to make adjustments as necessary to reflect changing business conditions and corporate objectives. The specific performance objectives and their relative weightings are selected based upon the recommendations of Mr. Newberry and the determinations of the Committee to reflect important measures of Company performance during the applicable calendar year. The Committee establishes the target levels for the corporate and individual performance objectives so that they will be challenging but achievable based on expected levels of performance from our executive officers, and so that below-expected performance will reduce the amount of an executive officer’s incentive payments. Target levels are set such that very strong performance is required to earn payments above the target award opportunity. For example, for CY 2006, AIP payments ranged from 1.9 to 2.05 times target amounts and for CY 2007, they ranged from 1.61 to 1.8 times target amounts. In both of these years, Company performance was exceptional. By contrast, for CY 2008, AIP payments averaged 0.4 times target amounts, reflecting the Company’s performance in the deteriorating economy. Even if Company and individual performance against specific objectives are strong, payments at or above target are not automatic. The Committee may exercise its discretion to reduce (but not increase) the amount of any incentive payment. 22 For calendar year 2008, AIP awards were determined for the NEOs using the framework of: Target AIP Award (A) X Corporate Factor (B) X Individual Factor (C) = Incentive Payment (D) where: (A) The target AIP award represents a percentage of each executive officer’s annual eligible base earnings translated to a dollar amount. In February 2008, the Committee approved the following target AIP award opportunities for CY 2008 for the NEOs: Stephen G. Newberry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125 % 80 % 75 % 81 %* 70 % * Target AIP award was increased from 80% to 85% upon promotion to Executive Vice President and COO. This amount reflects the prorated target for 2008. The maximum potential AIP incentive payment was capped at 2.25 times the target. The differences in target annual cash incentive award opportunities among the NEOs were determined based on job scope and responsibilities, as well as an assessment of competitive compensation data from the Peer Group. (B) The CY 2008 corporate performance factor was set in February 2008 for the first half of the year. The factor was based on ongoing operating income as a percentage of revenue. The minimum percentage required to earn any incentive payment was 8%, and no additional incentive payment was earned for performance over 34%. Between those levels, the corporate performance factor varied from 0 to 1.5, based on actual results. The corporate performance factor was reviewed by the Committee in August 2008, and was set to be the same for the second half of the year as for the first half. (C) Individual performance factors were measured on the basis of quantitative and qualitative metrics that varied by each NEO with a payment factor of 0 to 1.5 times target based on the actual performance level. Individual performance factors were set in February 2008 for the entire year. The metrics for Mr. Newberry’s individual performance were: Achieve Etch Market Share (25% Weight) A sliding scale from 0 to 150% depending on an internal market share calculation. 1. 2. 3. Achieve New Market and New Product Revenue (10% weighting) Achieve Revenue and Gross Margin (30% weighting) 4. Achieve Cash from Operations (35% weighting) 23 A sliding scale from 0 to 150% depending on the revenue received in certain new markets and on certain new products. A sliding scale from 0 to 150% with the 50% point at $2.35 billion in revenue and a 44% gross margin, and the 150% point at $3 billion in revenue and 48% gross margin. A sliding scale from 0 to 150% with the 50% point at 17.5% of revenue converting into cash from operations and the 150% point at 25% of revenue converting into cash from operations.  The metrics for the other NEOs fall into the following categories and weightings, which focus on the performance of their functional organizations, and which determined each NEO’s individual performance factor: Category Organization Financial Performance . . . . . . . . . . . . . Business Process Improvement . . . . . . . . . . . . . . . . . Etch Market Share Gain . . . . . . . . . . . . . . . . . . . . . . . Organizational Capability . . . . . . . . . . . . . . . . . . . . . Product Development . . . . . . . . . . . . . . . . . . . . . . . . . Anstice 45.0 % 35.0 % N/A 20.0 % N/A Maddock 27.5 % 62.5 % N/A 10.0 % N/A Gottscho 20.0 % N/A 20.0 % N/A 60.0 % Hariri 50.0 % 42.5 % N/A 7.5 % N/A (D) Incentive payments are based on performance against the corporate and individual factors and, as approved by the Committee in February 2009, were as follows for the NEOs: Named Executive Officer Stephen G. Newberry . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . Target AIP Award ($) $ 1,000,000 $ 334,400 $ 267,115 $ 330,469 $ 218,481 Corporate Factor Result 0.40 0.40 0.40 0.40 0.40 Individual Factor Result 0.75 1.06 1.07 1.02 1.00 Annual Incentive Payment $ 300,000 $ 141,786 $ 114,325 $ 134,831 $ 87,392 The Committee exercised its discretion to reduce the corporate performance factor result for CY 2008. The ongoing operating income as a percentage of revenue result was 21.8% and 9.5% for the first and second halves of the calendar year, respectively. This resulted in a corporate performance factor of 0.80 for the first half of the year and 0.15 for the second half of the year. The average of the two factors equals a corporate performance factor of 0.48 for the entire year. Due to the economic climate at the end of CY 2008, Mr. Newberry recommended, and the Committee approved, reducing the corporate performance factor for the second half of CY 2008 to zero; thus, the corporate performance factor for the full calendar year was reduced to 0.40. For purposes of the individual factor, Mr. Newberry evaluated each NEO’s performance (other than his own) against their individual goals and made a recommendation to the Committee. The Committee evaluated Mr. Newberry’s achievement of his individual performance goals, as follows, and this recommendation was reviewed and adopted by the independent members of the Board: Metric Etch Market Share . . . . . . . . . . . . . . . . . . . . . . . . New Market and New Product Revenue . . . . . . . Revenue and Gross Margin . . . . . . . . . . . . . . . . . Cash from Operations . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighting 25 % 10 % 30 % 35 % 100 % Performance Result Weighted Result 100 % 50 % 67 % 70 % 0.25 0.05 0.20 0.25 0.75 For calendar year 2009, in February 2009, the Committee reviewed the AIP structure in light of then- current economic conditions. The objective of the review was to provide our NEOs with appropriate incentives to achieve corporate and individual performance goals that focused on actions that will benefit the Company when the business environment improves. For CY 2009, there are no changes to NEO target award opportunities from CY 2008, except that the AIP award opportunities are applied to base earnings as affected by the salary reductions noted earlier. The Committee approved the following changes to the AIP structure for CY 2009: • Corporate and individual performance factors are calculated independently of each other. The corporate factor is weighted 100% for Messrs. Newberry and Anstice. For the other NEOs, the corporate performance factor is weighted 50% and individual performance factors are weighted 50%. 24 • • The corporate performance factor consists of four measures: a metric related to ongoing operating cash flow (“ongoing operating cash flow”); Etch products market share; Clean products market share; and Customer Support Business Group (“CSBG”) contributed profit. The weighting of each measure varies by executive depending on the executive’s area of responsibility and degree of influence with respect to each metric, as follows (table also includes weighting of individual factors): Named Executive Officer Stephen G. Newberry . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . Ongoing Operating Cash Flow 50 % 25 % 25 % 50 % 25 % Corporate Factor Clean Etch Market Market Share Share 15 % 25 % 7.5 % 12.5 % 0 % 20 % 15 % 25 % 7.5 % 12.5 % CSBG Contributed Profit 10 % 5 % 5 % 10 % 5 % Individual Factor 0 % 50 % 50 % 0 % 50 % Total 100 % 100 % 100 % 100 % 100 % • The individual factor category metrics and weightings for Messrs. Maddock, Gottscho and Hariri are as follows: Category Organization Financial Performance . . . . . . . . . . . . . . . . . . . . . . . . Business Process Improvement . . . . . . . . . . . . . . . . . . . . . . . . . . . . Etch Market Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Organizational Capability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Product Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maddock 15 % 60 % N/A Gottscho 35 % N/A Hariri 35 % 40 % 30 % N/A 25 % N/A 25 % N/A 35 % N/A • • • For purposes of determining the incentive payments, the corporate and individual performance factors may range from 0 to 1.2, reduced from 1.5 in 2008. The maximum total incentive payment is capped at 1.0 times the target award opportunity, reduced from 2.25 in CY 2008. The Committee reserves the right to settle any AIP payments for CY 2009 either in cash, Company stock, or any combination of cash and Company stock. Long-Term Incentive Program (LTIP). We believe that long-term incentive awards are an important element of our executive compensation program. From CY 2006 through CY 2008, we used cash-based awards as our primary long-term incentive compensation vehicle under the Multi-Year Incentive Program. The structure of the MYIP, which is described in more detail below, is intended to provide competitive levels of cash compensation to our senior executives while: • • • Allowing us to accrue compensation expense during the period in which performance objectives are met; As a non-equity program, minimizing the dilution of our stockholders; and Encouraging the retention of our senior executives by generally requiring continuous employment through the award determination date under the program (“Award Determination Date”), which, typically, is approximately two years following the start of the performance period. In addition to the MYIP, the Committee, in its discretion, occasionally used equity awards under our 2007 Stock Incentive Plan for our executive officers, including the NEOs. Awards have historically been stock options or RSUs, and have been granted on an individual basis to provide competitive long-term incentives and to reward behaviors that result in long-term stockholder value growth. For example in 2008, the Committee granted Dr. Gottscho an RSU award covering a total of 13,000 shares of our common stock that will vest in 2010. Of this total amount, 8,000 shares vest subject to the achievement of defined performance criteria relating to 25 Etch products market share and his continued employment with us through that date. The remaining 5,000 shares were awarded to enhance the retention of Dr. Gottscho and thus vest subject only to his continued employment. No other NEO received an equity award in calendar year 2008. In February 2009, management recommended, and the Committee approved, a change to how long-term incentive compensation would be delivered. The Committee established the Long-Term Incentive Program and made awards for CY 2009 as follows: • • 50% of the target long-term incentive award was granted as a cash award to be earned under the MYIP; 50% of the target long-term incentive award was granted in equity, a mix of RSUs and stock options. These changes were made based on the Committee’s desire to enhance the link between our executive officers’ interests and those of our stockholders, conserve Company cash reserves, promote the retention of our executives through the downturn and into a recovery, and reflect Peer Group practices, which include a substantial equity component in their long-term incentive compensation programs. Multi-Year Incentive Program. The MYIP is a long-term cash incentive program designed to reward our senior executives for performance and stock price appreciation over a performance period. The Committee establishes individual target award opportunities at the beginning of each MYIP cycle based on job scope and responsibilities, an evaluation of the executive’s performance, and an assessment of competitive compensation data from the Peer Group. The performance objectives and metrics are established every six months during the MYIP cycle. By reviewing performance objectives and metrics every six months, the Committee retains the ability to make adjustments as necessary to reflect changing business conditions and corporate objectives and to allow for potential payments to be appropriately aligned with performance. For example, the performance factor for the 2007 and 2008 MYIP cycles was ongoing operating income, and it was changed to a metric related to ongoing operating cash flow for the 2009 MYIP in response to changing business conditions. The MYIP operates over a two-year performance cycle. For example, the 2008 MYIP covers performance over calendar years 2008 and 2009. A new MYIP cycle typically commences at the beginning of each calendar year and lasts for two calendar years, as illustrated below: MYIP Performance Periods 2007 MYIP Fiscal 2009 2008 MYIP 2009 MYIP 1/1/2007 1/1/2008 1/1/2009 1/1/2010 1/1/2011 Three MYIP cycles affected NEO compensation during fiscal year 2009, as shown in the following table: MYIP Cycle 2007 . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . Performance Period January 2007 – December 2008 January 2008 – December 2009 January 2009 – December 2010 Award Determination Date February 2009 February 2010 February 2011 Eligible NEOs All (except Gottscho)* All All * Dr. Gottscho received an RSU award in January 2007 covering 8,400 shares in lieu of participation in the 2007 MYIP cycle. 26 Calculated award amounts may be increased (but may not be decreased) if our stock price exceeds a benchmark level set at the beginning of the respective MYIP cycle. This is intended to allow our executives to participate along with our investors in stock price appreciation resulting from strong financial and operating performance results. The specific formula is described in subparagraph (C) below. The Committee measures actual performance under the performance factor metrics on a quarterly basis and computes the potential payment attributable to that fiscal quarter’s performance at the end of each quarter during a MYIP cycle. To receive a payment under a MYIP cycle, generally an executive officer must be continuously employed by us through the Award Determination Date, the date on which the Committee determines the actual award amounts under the applicable cycle. The Award Determination Date is typically in February of the year following completion of the MYIP cycle; e.g., in February 2009 for the 2007 MYIP with covered performance in calendar years 2007 and 2008. The 2007 MYIP can be summarized by the following formula: Target Award as % of Operating Income Target (A) X Ongoing Operating Income (B) X Stock Price Modifier (C) = Quarterly Accrual (D) where: (A) The individual target award percentage is the percentage of ongoing operating income each participant is targeted to receive under the program. To determine this percentage, the Committee established a target dollar opportunity at the beginning of the cycle for each participant. One-half of this target dollar amount was divided into the operating income target for each year of the MYIP cycle. For the 2007 cycle, the target dollar amounts and target awards as a percent of ongoing operating income were as follows, based on an ongoing operating income target of $562,500,000 and $528,750,000 for calendar years 2007 and 2008, respectively: Named Executive Officer Stephen G. Newberry . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . Target Dollar Amount $ 3,575,000 $ 1,347,500 N/A $ 1,485,000 $ 1,100,000 Target Award as % of CY07 Operating Income Target 0.32 % 0.12 % N/A 0.13 % 0.10 % Target Award as % of CY08 Operating Income Target 0.34 % 0.13 % N/A 0.14 % 0.10 % The maximum potential MYIP incentive payment for the 2007 MYIP cycle was capped at 2.5 times the target dollar amount. (B) Ongoing operating income is the Company’s ongoing operating income as a percentage of revenue for the performance period. For 2008, it represents ongoing operating income as a percentage of Company revenues for the total Company for Mr. Newberry and ongoing operating income as a percentage of Company revenues without the inclusion of the partial-year results from the Company’s acquisition of SEZ Holdings AG for the rest of the NEOs. (C) The stock-price modifier is a ratio of the market price of our common stock 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 end of the year preceding the beginning of the respective MYIP cycle; however, the modifier cannot be less than 1.0. (D) The quarterly accrual is the product of the individual target MYIP award percentage, ongoing operating income and stock-price modifier. This determination is made each quarter of the MYIP cycle with payout occurring at the end of the cycle if approved by the Committee, subject to the NEO’s continued 27 employment. In February 2009, the Committee reviewed the calculated amounts and authorized payments to our executive officers, including the NEOs, under the 2007 MYIP. The individual target award opportunities for and amounts earned by the NEOs under the 2007 MYIP were: Named Executive Officer Stephen G. Newberry . . . . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Target Award Opportunity $ 3,575,000 $ 1,347,500 $ 1,485,000 $ 1,100,000 Award Payout $ 3,680,964 $ 1,437,183 $ 1,583,835 $ 1,173,211 Award Payout as a Percentage of Award Opportunity 103.0 % 106.7 % 106.7 % 106.7 % Mr. Newberry’s award payout percentage is less than the other NEOs’ awards because, as described above, for purposes of determining his MYIP award, the SEZ business was included in the determination of ongoing operating income results and for the other NEOs it was not. During CY 2007, the stock-price modifier positively affected the amounts calculated and accrued for payment under the 2007 MYIP. The stock-price modifier did not affect the amounts calculated and accrued under the 2007 MYIP during CY 2008. In addition, while the last quarter of the 2007 cycle would have resulted in an accrual under the terms of the MYIP, Mr. Newberry recommended, and the Committee approved, reducing the accrual to zero due to the economic climate at the end of CY 2008. In February 2008, the Committee approved the 2008 MYIP cycle covering calendar years 2008 and 2009. For the CY 2008 portion of the 2008 MYIP, the MYIP operated in the same manner as the 2007 MYIP, except that the target dollar amounts for the 2008 cycle were modified as follows, based on the factors described in the first paragraph of “Multi-Year Incentive Program,” above. Named Executive Officer Stephen G. Newberry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Target Dollar Amount $ 4,000,000 $ 1,352,000 $ 1,260,000 $ 1,500,000 $ 1,102,500 Target Award as % of CY 08 Operating Income Target* 0.38 % 0.13 % 0.12 % 0.14 % 0.10 % * Based on operating income target of $528,750,000 for CY 2008. For the CY 2009 portion of the 2008 MYIP, the Committee approved the following changes in February 2009: • • The performance factor was changed to ongoing operating cash flow (in the same manner as the performance factor was changed for the AIP, as described earlier) as the Committee believes that this metric represents the best indicator of our corporate performance given the economic uncertainties and their impact on our business, the Company’s goal of conserving cash reserves and the Committee’s desire to reward our executives for achieving objectives in the current year that position the Company for long-term success. The Committee approved use of this metric for the first half and the second half of calendar year 2009. The determination of the quarterly accrual was changed to the following formula: Prorated Target MYIP Award (A) X Ongoing Operating Cash Flow Pay Factor (B) X 28 Stock Price Modifier (C) = Quarterly Accrual (D) where: (A) The prorated target MYIP award is each executive officer’s target MYIP dollar amount for the 2008 MYIP cycle divided by eight. (B) The ongoing operating cash flow pay factor is the percentage to be applied to the prorated target MYIP award. The payout factor is a sliding scale from 0% to 120% based on the Company’s performance against the ongoing operating cash flow goal for calendar year 2009. (C) The stock-price modifier operates as described in subparagraph (C) above, relating to the 2007 MYIP cycle. (D) The quarterly accrual is the product of the prorated target MYIP award, ongoing operating cash flow pay factor and stock-price modifier. This determination is made each quarter of the MYIP cycle with payout occurring at the end of the cycle, subject to the NEO’s continued employment. In February 2009, the Committee approved the 2009 MYIP cycle covering calendar years 2009 and 2010. For calendar year 2009, the MYIP operates in the same manner as the calendar year 2009 portion of the 2008 MYIP, except that the target dollar amounts for the 2009 cycle were modified as follows, based on the factors described in the first paragraph of “Multi-Year Incentive Program,” above: Named Executive Officer Stephen G. Newberry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Target Dollar Amount $ 2,000,000 $ 800,000 $ 630,000 $ 875,000 $ 625,000 These amounts represent one-half of the total long-term incentive award opportunity for calendar year 2009 because of the change in approach to deliver long-term incentive compensation awards to our executive officers, including the NEOs, as follows: 50% of the total target award was granted pursuant to the MYIP and 50% of the total target award was granted in stock options and RSUs. 2009 Equity Awards. Each NEO received, on February 26, 2009, a grant of RSUs and a stock option grant. The number of RSUs granted equals one-half of the target dollar amount shown in the table below divided by $20.21, the closing price of the Company’s common stock on the grant date. Each NEO also was granted a stock option covering 2.5 shares of the Company’s common stock for each RSU granted. The stock options have an exercise price equal to $20.21, the closing price of the Company’s common stock on the grant date, and have a five-year term. The RSUs and options will vest on the second anniversary of the grant date. The equity awards for the NEOs were as follows: Named Executive Officer Stephen G. Newberry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Target Dollar Amount $ 2,000,000 $ 800,000 $ 630,000 $ 875,000 $ 625,000 Stock Option Awards 123,700 49,480 38,965 54,120 38,658 Restricted Stock Units Award 49,480 19,792 15,586 21,648 15,463 29 Employment/Change of Control Arrangements We entered into an employment agreement with Mr. Newberry (the “2003 Newberry Agreement”) effective January 1, 2003, which continued in effect until July 2009 pursuant to an automatic one-year renewal provision. The change of control arrangements under the agreement are described in “Potential Payments upon Termination of Employment or Change of Control” below. We entered into the 2003 Newberry Agreement to: (i) document the terms and conditions of Mr. Newberry’s employment and (ii) encourage the retention of our Chief Executive Officer. In July 2009, and in furtherance of the objectives stated above, the independent members of our Board of Directors, upon the recommendation of the Committee, authorized the Company to enter into a new employment agreement with Mr. Newberry (the “2009 Newberry Agreement”). The Committee also asked Compensia to review Peer Group practices with respect to employment agreements with other executive officers. As a result of that review, the Committee also approved employment agreements with Messrs. Anstice and Maddock and change of control agreements with our other executive officers, including Dr. Gottscho and Mr. Hariri. Employment Agreements. The Company and Mr. Newberry entered into the 2009 Newberry Agreement effective July 1, 2009. The agreement provides that Mr. Newberry shall serve as the Company’s President and Chief Executive Officer for a term commencing on July 1, 2009 and ending on June 30, 2012, subject to the right of the Company or Mr. Newberry, under certain circumstances, to terminate the agreement prior to June 30, 2012, and provided that Mr. Newberry’s employment will terminate immediately upon his death or disability (as defined in the 2009 Newberry Agreement). Under the agreement, Mr. Newberry will receive a base salary of $800,000 per year ($660,000 per year while the Company’s current executive salary reduction program remains in effect), subject to annual adjustment at the discretion of the independent members of the Board. Mr. Newberry is also entitled to participate in any short-term or long-term variable compensation programs offered by the Company to its executive officers generally, subject to the applicable terms and conditions of those programs and the approval of the independent members of the Board, and to participate in the Company’s Elective Deferred Compensation Plan. Mr. Newberry receives other benefits, such as health insurance, vacation, and benefits under other plans and programs generally applicable to executive officers of the Company. If an Involuntary Termination (as defined in the 2009 Newberry Agreement) of Mr. Newberry’s employment occurs, other than in connection with a change of control (as defined in the agreement), Mr. Newberry will be entitled to: (1) a lump-sum cash payment equal to 18 months of his then-current base salary (without giving effect to any salary reduction program currently in effect), plus an amount equal to the average of the last five annual payments made to Mr. Newberry under the Company’s Annual Incentive Program or any predecessor or successor programs (the “Short Term Program,” and such average, the “Short Term Program Average”), plus an amount equal to the amount that he would have earned under the Short Term Program for the calendar year in which his employment is terminated multiplied by the number of full months worked in that calendar year divided by 12 (the “Pro-Rated Short Term Program Amount”); (2) payment of any amounts accrued as of the date of termination under any long-term cash-based variable compensation programs of the Company (the “Long Term Cash Programs”), the payment of which generally occurs during February of a calendar year with respect to incentive programs relating to the prior calendar year; (3) certain medical benefits; and (4) vesting, as of the date of termination, of a pro rata portion (based on time of service) of the unvested stock option or RSU awards granted to Mr. Newberry at least twelve months prior to the termination date. 30 If a change of control of the Company (as defined in the agreement) occurs during the period of Mr. Newberry’s employment, and if there is an Involuntary Termination of Mr. Newberry’s employment either in contemplation of or within the 12 months following the change of control, Mr. Newberry will be entitled to: (1) a lump-sum cash payment equal to 18 months of Mr. Newberry’s then-current base salary (without giving effect to any salary reduction program currently in effect), plus an amount equal to the Short Term Program Average, plus an additional amount equal to the Pro-Rated Short Term Program Amount; (2) certain medical benefits; (3) vesting, as of the date of termination, of the unvested stock option or RSU awards granted to Mr. Newberry prior to the change of control; and (4) payment of any amounts accrued as of the change of control under the Long Term Cash Programs, plus an amount equal to the remaining target amount under the Long Term Cash Programs. If Mr. Newberry’s employment is terminated due to disability or in the event of his death, Mr. Newberry (or his estate) will be entitled to: (1) a lump-sum cash payment equal to 12 months of his then-current base salary (without giving effect to any salary reduction program currently in effect) less, in the case of his death, certain insurance payments, plus the Pro-Rated Short Term Program Amount; (2) payment of any amounts accrued as of the date of termination under the Long Term Cash Programs (the payment of which generally occurs during February of a calendar year with respect to incentive programs relating to the prior calendar year); (3) certain medical benefits (in the case of Mr. Newberry’s death, benefits to which his dependents are entitled); and (4) vesting, as of the date of termination, of at least 50% of the unvested stock option or RSU awards granted to Mr. Newberry prior to the date of termination (or a pro rata amount, based on period of service, if greater than 50%). If Mr. Newberry voluntarily resigns, he will be entitled to no additional benefits, and stock options and RSUs will cease to vest on the termination date and, for stock options, will be cancelled unless they are exercised within ninety days after the termination date. The 2009 Newberry Agreement also subjects Mr. Newberry to customary confidentiality and non- competition obligations during the term of the agreement, and non-solicitation obligations for a period of six months following the termination of his employment. The agreement also requires Mr. Newberry to execute a release in favor of the Company to receive the payments described above. The terms of Mr. Anstice’s agreement are substantively similar to those of the 2009 Newberry Agreement, with the following material differences: Mr. Anstice shall serve as an Executive Vice President of the Company and will receive a base salary of $450,000 ($393,750 per year while the Company’s executive salary reduction program remains in effect), subject to annual adjustment at the discretion of the Committee. The severance terms of Mr. Anstice’s agreement are generally similar to those of the 2009 Newberry Agreement, provided that (1) Mr. Anstice will receive 12 months of base salary instead of 18 months in the event of his Involuntary Termination; (2) instead of a payment of the full Short Term Program Average, he will receive a payment of 50% of the Short Term Program Average; and (3) in the event of death or disability, Mr. Anstice will not be entitled to any payment based on his base salary. The change of control terms of Mr. Anstice’s agreement are generally similar to those of the 2009 Newberry Agreement, provided that Mr. Anstice will receive 12 months of base salary instead of 18 months in the event of his Involuntary Termination. 31 The terms of Mr. Maddock’s agreement are substantively similar to those of Mr. Anstice’s agreement, with the following material differences: Mr. Maddock shall serve as a Senior Vice President of the Company and will receive a base salary of $440,000 ($385,000 per year while the Company’s executive salary reduction program remains in effect), subject to annual adjustment at the discretion of the Committee. Change of Control Agreements. We entered into change of control agreements with Mr. Hariri and Dr. Gottscho, which provide that, if a change of control (defined as in the 2009 Newberry Agreement) of the Company occurs during the period of employment of the applicable executive officer under the change of control agreement, and there is an Involuntary Termination (defined as in the 2009 Newberry Agreement) of the executive officer’s employment, the executive officer will be entitled to payments and benefits substantively similar to those contained in the change of control provisions of Messrs. Anstice and Maddock’s agreements. The change of control agreements contain confidentiality, non-competition, and non-solicitation terms that are substantively similar to those of Messrs. Anstice and Maddock’s agreements, and require Mr. Hariri and Dr. Gottscho to execute releases in favor of the Company to receive the payments described in the previous paragraph. Equity Plans. In addition to the above, certain of our stock plans provide for accelerated benefits after certain events. While the applicable triggers under each plan vary, these events generally include: (i) a merger or consolidation in which Lam Research is not the surviving entity, (ii) a sale of substantially all of Lam’s assets, including a liquidation or dissolution of the Company, or (iii) a change in the ownership of more than 50% of our outstanding securities by tender offer or similar transaction. After a designated event, the vesting of some or all of awards granted under these plans may be immediately accelerated in full, or certain awards may be assumed, substituted, replaced or settled in cash by a surviving corporation or its parent. The specific treatment of awards in a particular transaction will be determined by the Board and/or the terms of the applicable transaction documents. Potential Payments Upon Termination or Change of Control 2003 Newberry Agreement. The Company and Mr. Newberry entered into the 2009 Newberry Agreement effective July 1, 2009, as described above. This agreement replaces the 2003 Newberry Agreement. In this section, we are required to report amounts that would have been payable to Mr. Newberry assuming the termination of his employment at our June 28, 2009 fiscal year end, which was just prior to the effective date of the new agreement. Accordingly, the table below provides an estimate of the amount that would have been paid out upon his termination as of June 28, 2009 per the 2003 Newberry Agreement. The 2003 Newberry Agreement provided that in the event of a change of 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 was acquired by another entity so that there was no market for the Common Stock of the Company and the acquiring entity did not provide options comparable to unvested stock options held by Mr. Newberry, all unvested stock options granted to Mr. Newberry would have automatically accelerated in full so as to become fully vested. Mr. Newberry would have had two years from the date of termination in which to exercise such options. If Mr. Newberry’s employment was involuntarily terminated without cause, he would have been entitled to receive a lump sum payment equal to 15 months of his then-annual base compensation, and he would receive annually any benefits under the Executive Retirement Medical and Dental Plan for which he qualified following the date of termination. If Mr. Newberry had resigned voluntarily, he would not have been entitled to receive any severance benefits under the 2003 Newberry Agreement, with the exception of the benefits that he would have qualified for under the Executive Retirement Medical and Dental Plan. In the event of Mr. Newberry’s death, his estate would have been entitled to receive an amount equal to Mr. Newberry’s annual base salary payable in a lump sum. If Mr. Newberry became disabled, he would have been entitled to receive his base salary for a period of 12 months from the date disability was certified, as well as any annual incentive plan payments earned prior to the effective date of disability. Additionally, in the event of Mr. Newberry’s death or if he became disabled, any stock options granted before the effective date of termination would have accelerated such that 50% of the unvested shares were immediately vested and exercisable. Mr. Newberry (or his estate) would have had two years from the date of termination in which to exercise such options. 32 Potential Payments to Mr. Newberry upon Termination or Change of Control as of June 28, 2009 (under 2003 Newberry Agreement)* Executive Benefits and Payments Upon Termination Compensation Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term Incentive . . . . . . . . . . . . . . . . . . . . . . . Long-term Incentives: 2007-2008 MYIP . . . . . . . . . . . . . . . . . . . . . . . . . 2008-2009 MYIP . . . . . . . . . . . . . . . . . . . . . . . . . 2009-2010 MYIP . . . . . . . . . . . . . . . . . . . . . . . . . Stock Options (Unvested and Accelerated) . . . . . Restricted Stock Units Voluntary Termination Disability or Death For Cause Not for Cause Change of Control Involuntary Termination $ — $ — $ 800,000 $ — $ 1,000,000 $ — $ $ — $ — $ — — $ — $ — $ — $ — — $ — $ $ — $ — $ $ $ — $ — $ $ 322,636 $ — $ — — $ — — $ — $ — — $ 807,253 (Unvested and Accelerated) . . . . . . . . . . . . . . $ — $ — $ — $ — $ — Benefits and Perquisites Health Benefit Continuation . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 78,000 $ 78,000 78,000 $ — $ $ 78,000 $ 78,000 $ 1,200,636 $ — $ 1,078,000 $ 885,253 * As noted previously, Mr. Newberry’s employment is now governed by the 2009 Newberry Agreement described above under “Employment/Change of Control Arrangements.” That agreement provides different termination benefits than the 2003 Newberry Agreement. Medical and Dental Coverage. The Company provides post-retirement medical and dental insurance coverage for eligible former executive officers and members of our Board of Directors under the Executive Retirement Medical and Dental Plan as described elsewhere in this Proxy Statement. Annually, Lam Research has an independent actuarial valuation of this post-retirement benefit conducted in accordance with the methodology prescribed by the Statement of Financial Accounting Standards 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (SFAS No. 106). The most recent valuation conducted in June 2009 valued Lam’s accumulated post-retirement benefit obligation for the NEOs as shown in the table below: Name Stephen G. Newberry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY 2009 $ 78,000 $ 86,000 $ 75,000 $ 28,000 $ 83,000 In addition, certain of our stock incentive plans and the Lam Research Corporation Employee Stock Purchase Plan (the “ESPP”) provide for accelerated benefits after certain events as discussed above. Other Executive Compensation Plans Elective Deferred Compensation Plan. We maintain a non-qualified deferred compensation plan, the Elective Deferred Compensation Plan (the “EDCP”), which allows eligible employees, including our executive officers (and the NEOs), to voluntarily defer receipt of all or a portion of their base salary and all or a portion of certain long- or short-term incentive compensation payments until the date or dates elected by the participating employee, thereby allowing the employee to defer current taxation on such amounts. The EDCP is offered to eligible employees to allow them to defer more compensation than they would otherwise be permitted to defer under a tax-qualified retirement plan, such as Lam’s 401(k) Plan. Further, we offer the EDCP as a competitive practice to enable us to attract and retain top talent. 33 Health and Welfare Benefits. Except as discussed in this section, our executive officers, including the NEOs, are eligible to receive health and welfare benefits, including medical, disability, and life insurance coverage, on the same basis as all of our employees. All of our employees, including the NEOs, are also eligible to receive Company contributions that match a certain percentage of their contributions to the 401(k) Plan. In addition, we provide a Company contribution to the EDCP in lieu of matching contributions to the 401(k) Plan for our NEOs who participate in the EDCP. We provide certain additional benefits to our executive officers, including the NEOs, that are not generally available to our other employees, including the payment of premiums for supplemental long-term disability insurance, executive dental insurance coverage, and an executive medical reimbursement program that reimburses an executive officer’s payment of medical co-insurance and co-payments, and vision care expenses. We also provide a program to pay for post-retirement medical and dental insurance coverage for eligible former executive officers and members of our Board of Directors (“Executive Retirement Medical and Dental Plan”). To be eligible, an individual must have served at the position of vice president or above or as a member of the Board of Directors, be at least age 55 at the time of his or her retirement, and have at least five years of continuous service with Lam Research. An executive officer or director must be enrolled in our United States group medical and dental plans at the time of his or her retirement. When the retiree or spouse of a retiree reaches age 65, he or she is required to enroll in Medicare (Parts A and B), which would be the primary payer for the participant’s health insurance coverage. This benefit also covers the retiree’s spouse at the time of retirement for his or her lifetime, as well as dependent children until the age of 19 (or 24 if a full-time student). This benefit ceases if the retiree becomes employed by one of our competitors after leaving active service with us. We provide this benefit to our executive officers and members of our Board of Directors to further the long-term retention of their services and provide a disincentive to compete against us later. Perquisites and Other Personal Benefits. Historically, we have not provided perquisites or other personal benefits to our executive officers, including the NEOs, and we did not do so in fiscal 2009. Tax and Accounting Considerations Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), imposes limitations on the deductibility for federal income tax purposes of compensation in excess of $1 million paid to our Chief Executive Officer and any of our three other most highly compensated executive officers (other than our Chief Financial Officer) in a single tax year. Generally, compensation in excess of $1 million may only be deducted if it is “performance-based compensation” within the meaning of the Code. In determining which components of compensation are to be paid, and how they are weighted, we take into account whether a particular form of compensation will be considered “performance-based” compensation for purposes of Section 162(m). In fiscal 2004, we adopted the Executive Incentive Plan (“EIP”) with a structure intended to provide for the deductibility of awards granted under the EIP. Accordingly, during fiscal 2009, the annual incentive awards and all MYIP awards to our NEOs were granted under the EIP in order to qualify for deductibility under Section 162(m). However, salaries are not considered performance-based compensation for purposes of Section 162(m). Compensation income realized upon the exercise of stock options or vesting of RSUs granted under our stock incentive plans generally will be deductible if the awards are granted by a committee whose members are non-employee directors and certain other conditions are satisfied. However, compensation associated with RSUs will not be considered performance-based compensation for the purposes of Section 162(m) unless vesting is based on specific performance goals rather than based on continued employment. The Committee monitors the application of Section 162(m) and the associated Treasury regulations on an ongoing basis and the advisability of qualifying our executive compensation for deductibility of such compensation. The Committee’s policy is to qualify our executive compensation for deductibility under applicable tax laws to the extent practicable and if the Committee believes it is in the best interests of the Company and its stockholders. 34 Taxation of “Parachute” Payments. Sections 280G and 4999 of the Code provide that executive officers or directors of a corporation who hold significant equity interests, and certain other service providers, may be subject to significant additional taxes if they receive payments or benefits in connection with a change of control of the corporation that exceeds certain prescribed limits. The corporation or its successor may also forfeit a deduction on the amounts subject to this additional tax. Pursuant to the 2003 Newberry Agreement, we agreed to provide Mr. Newberry with a “gross-up” tax reimbursement payment if, as a result of a change of control of the Company, he incurred a tax liability as a result of the application of Sections 280G and 4999. This provision was omitted from the employment agreement that we entered into with Mr. Newberry in July 2009. Except as described above, we did not provide any of our executive officers, including any NEO, any director, or any other service provider with a “gross-up” or other reimbursement payment for any tax liability that the individual might owe as a result of the application of Sections 280G or 4999 during fiscal 2009, and we have not agreed and are not otherwise obligated to provide any individual with such a “gross-up” or other reimbursement. Internal Revenue Code Section 409A. Section 409A of the Code imposes significant additional taxes on an executive officer, director, or service provider that receives “deferred compensation” that is within the scope of Section 409A. Among other things, Section 409A applies to the MYIP, the EDCP, certain equity awards, and severance arrangements. To assist our employees in avoiding additional taxes under Section 409A, we have structured the MYIP, the EDCP, and our equity awards in a manner intended to qualify them for exclusion from Section 409A. In this regard, in December 2008, the Committee amended the EDCP both with respect to the period ending on December 31, 2004 and all periods ending thereafter, as well as the 2003 Newberry Agreement and other plans, programs, policies, and arrangements that provide payments and benefits to our service providers, to remove them from the scope of Section 409A. Accounting for Stock-Based Compensation. Since fiscal 2006, we have followed Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“SFAS 123(R)”) for our stock options and other stock-based awards. SFAS 123(R) requires companies to calculate the grant date “fair value” of their stock option grants and other equity awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below. SFAS 123(R) also requires companies to recognize the compensation cost of its stock option grants and other stock-based awards in their income statements over the period that an employee is required to render service in exchange for the option or other equity award. 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 this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K. COMPENSATION COMMITTEE Robert M. Berdahl Jack R. Harris Grant M. Inman Patricia S. Wolpert 35 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During fiscal 2009, the Compensation Committee consisted of Board members Berdahl, Harris and Wolpert (who served the entire fiscal year), Mr. Elkus (who served from July 2008 to February 2009) and Mr. Inman (who joined the Committee in February 2009). None of the Committee members have ever been officers or employees of Lam Research. No interlocking relationship exists or existed during fiscal 2009 between any member of our Compensation Committee and any member of any other company’s board of directors or compensation committee. EXECUTIVE COMPENSATION TABLES Summary Compensation Table Name and Principal Position Stephen G. Newberry . . President and Chief Executive Officer Ernest E. Maddock . . . . Senior Vice President and Chief Financial Officer Richard A. Gottscho . . . Group Vice President and General Manager, Etch Business Martin B. Anstice . . . . . Executive Vice President and Chief Operating Officer Abdi Hariri . . . . . . . . . . Group Vice President, Global Operations Salary ($) 746,154 800,000 759,039 412,846 405,231 383,174 346,154 346,538 327,692 $ $ $ $ $ $ $ $ $ Bonus ($) $0 $0 $0 $0 $0 $0 $0 $0 $0 Stock Awards ($) (1) 167,122 0 0 66,849 0 0 753,811 774,846 747,356 $ $ $ $ $ $ $ $ $ Option Awards ($) (2) 161,982 0 3,013 64,793 0 2,681 51,024 0 1,194 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 415,865 386,538 353,077 302,885 304,904 283,173 $0 $0 $0 $0 $0 $0 $ $ $ $ $ $ 73,117 0 0 52,227 0 0 $ $ $ $ $ $ 70,869 0 479 50,622 0 1,028 Fiscal Year 2009 2008 2007 2009 2008 2007 2009 2008 2007 2009 2008 2007 2009 2008 2007 (3) (4) Non-Equity Incentive Plan Compensation ($) 1,550,036 6,260,949 7,588,859 687,125 2,321,231 3,369,508 495,880 699,734 419,207 $ $ $ $ $ $ $ $ $ (8) (9) (5) (6) (7) (10) (11) $ $ $ $ $ $ 733,090 2,523,046 4,189,847 494,275 1,826,383 2,728,276 (12) (13) (14) (15) (16) (17) Nonqualified Deferred Compensation Earnings ($) (18) 0 $ 0 $ 808 $ 0 $ 0 $ 3 $ 0 $ 0 $ 729 $ $ $ $ $ $ $ 0 0 0 0 0 66 All Other Compensation ($) (19) (20) 9,876 $ 9,260 $ 19,602 $ 10,794 $ 14,747 $ 22,233 $ 14,539 $ 15,496 $ 23,863 $ $ $ $ $ $ $ 15,767 16,148 25,744 12,167 17,959 25,854 Total ($) 2,635,170 7,070,209 8,371,321 1,242,407 2,741,209 3,777,599 1,661,408 1,836,615 1,520,041 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,308,708 2,925,733 4,569,147 912,176 2,149,246 3,038,397 (1) Amounts shown do not reflect compensation actually received by the NEO. Instead, the amounts shown are the compensation expenses recognized by Lam Research in the respective fiscal year for restricted stock units as determined pursuant to SFAS 123(R). These compensation expenses reflect restricted stock units expensed in the respective fiscal year. (2) Amounts shown do not reflect compensation actually received by the NEO. Instead, the amounts shown are the compensation expenses recognized by Lam Research in the respective fiscal year for option awards as determined pursuant to SFAS 123(R). The assumptions used to calculate the fair value of the option awards in fiscal year 2009 are set forth in Note 11 in Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2009. (3) Represents $300,000 earned by Mr. Newberry pursuant to his 2008 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2008), $122,723 accrued on Mr. Newberry’s behalf for performance during fiscal 2009 under the 2007 MYIP, $797,313 accrued for performance during fiscal 2009 under the 2008 MYIP, and $330,000 accrued for performance during fiscal 2009 under the 2009 MYIP. Mr. Newberry received the amounts accrued under the 2007 MYIP and will be eligible to receive the 2008 and 2009 MYIPs if he remains employed by Lam Research through the respective payment determination dates in February 2010 or February 2011. (4) Represents $1,427,690 earned by Mr. Newberry pursuant to his 2007 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2007), $1,783,440 accrued on Mr. Newberry’s behalf for performance during fiscal 2008 under the 2006 MYIP, 36 $2,173,227 accrued for performance during fiscal 2008 under the 2007 MYIP, and $876,592 accrued for performance during fiscal 2008 under the 2008 MYIP. Mr. Newberry received the amounts accrued under the 2006 and 2007 MYIPs and will be eligible to receive the 2008 MYIP if he remains employed by Lam Research through the payment determination date in February 2010. (5) Represents $1,485,716 earned by Mr. Newberry pursuant to his 2006 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program 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 and 2007 MYIPs. (6) Represents $141,786 earned by Mr. Maddock pursuant to his 2008 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2008), $74,545 accrued on Mr. Maddock’s behalf for performance during fiscal 2009 under the 2007 MYIP, $338,794 accrued for performance during fiscal 2009 under the 2008 MYIP, and $132,000 accrued for performance during fiscal 2009 under the 2009 MYIP. Mr. Maddock received the amounts accrued under the 2007 MYIP and will be eligible to receive the 2008 and 2009 MYIPs if he remains employed by Lam Research through the respective payment determination dates in February 2010 or February 2011. (7) Represents $490,602 earned by Mr. Maddock pursuant to his 2007 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2007), $672,220 accrued on Mr. Maddock’s behalf for performance during fiscal 2008 under the 2006 MYIP, $840,595 accrued for performance during fiscal 2008 under the 2007 MYIP, and $317,815 accrued for performance during fiscal 2008 under the 2008 MYIP. Mr. Maddock received the amounts accrued under the 2006 and 2007 MYIPs, and will be eligible to receive the 2008 MYIP if he remains employed by Lam Research through the payment determination date in February 2010. (8) Represents $510,745 earned by Mr. Maddock pursuant to his 2006 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2006), $558,348 earned for performance during fiscal 2007 (which was made under the EIP and pursuant to the Company’s MYIP for calendar year 2006), $1,778,371 accrued on Mr. Maddock’s behalf for performance during fiscal 2007 under the 2006 MYIP and $522,044 accrued for performance during fiscal year 2007 under the 2007 MYIP. Mr. Maddock received the amounts accrued under the 2006 and 2007 MYIPs. (9) Represents $114,325 earned by Dr. Gottscho pursuant to his 2008 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2008), $277,605 accrued for performance during fiscal 2009 under the 2008 MYIP, and $103,950 accrued for performance during fiscal 2009 under the 2009 MYIP. Dr. Gottscho received the amounts accrued under the 2007 MYIP and will be eligible to receive the 2008 and 2009 MYIPs if he remains employed by Lam Research through the respective payment determination dates in February 2010 or February 2011. (10) Represents $403,546 earned by Dr. Gottscho pursuant to his 2007 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2007) and $296,188 accrued on Dr. Gottscho’s behalf for performance during fiscal 2008 under the 2008 MYIP. Dr. Gottscho will be eligible to receive the 2008 MYIP if he remains employed by Lam Research through the payment determination date in February 2010. (11) Represents $419,207 earned by Dr. Gottscho pursuant to his 2006 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2006). (12) Represents $134,831 earned by Mr. Anstice pursuant to his 2008 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2008), $82,152 accrued on Mr. Anstice’s behalf for performance during fiscal 2009 under the 2007 MYIP, $371,732 accrued for performance during fiscal 2009 under the 2008 MYIP, and $144,375 accrued for performance during fiscal 2009 under the 2009 MYIP. Mr. Anstice received the amounts accrued under the 2007 MYIP and will be eligible to receive the 2008 and 2009 MYIPs if he remains employed by Lam Research through the respective payment determination dates in February 2010 or February 2011. 37 (13) Represents $503,258 earned by Mr. Anstice pursuant to his 2007 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2007), $740,813 accrued on Mr. Anstice’s behalf for performance during fiscal 2008 under the 2006 MYIP, $926,370 accrued for performance during fiscal 2008 under the 2007 MYIP, and $352,605 accrued for performance during fiscal 2008 under the 2008 MYIP. Mr. Anstice received the amounts accrued under the 2006 and 2007 MYIPs and will be eligible to receive the 2008 MYIP if he remains employed by Lam Research through the payment determination date in February 2010. (14) Represents $447,212 earned by Mr. Anstice pursuant to his 2006 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2006), $1,207,483 earned for performance during fiscal 2007 (which was made under the EIP and pursuant to the Company’s MYIP for calendar year 2006), $1,959,838 accrued on Mr. Anstice’s behalf for performance during fiscal 2007 under the 2006 MYIP and $575,314 accrued for performance during fiscal year 2007 under the 2007 MYIP. Mr. Anstice received the amounts accrued under the 2006 and 2007 MYIPs. (15) Represents $87,392 earned by Mr. Hariri pursuant to his 2008 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2008), $60,853 accrued on Mr. Hariri’s behalf for performance during fiscal 2009 under the 2007 MYIP, $242,905 accrued for performance during fiscal 2009 under the 2008 MYIP, and $103,125 accrued for performance during fiscal 2009 under the 2009 MYIP. Mr. Hariri received the amounts accrued under the 2007 MYIP and will be eligible to receive the 2008 and 2009 MYIPs if he remains employed by Lam Research through the respective payment determination dates in February 2010 or February 2011. (16) Represents $332,268 earned by Mr. Hariri pursuant to his 2007 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2007), $548,751 accrued on Mr. Hariri’s behalf for performance during fiscal 2008 under the 2006 MYIP, $686,200 accrued for performance during fiscal 2008 under the 2007 MYIP, and $259,164 accrued for performance during fiscal 2008 under the 2008 MYIP. Mr. Hariri received the amounts accrued under the 2006 and 2007 MYIPs and will be eligible to receive the 2008 MYIP if he remains employed by Lam Research through the payment determination date in February 2010. (17) Represents $328,354 earned by Mr. Hariri pursuant to his 2006 annual incentive award (which was made under the EIP and pursuant to the Company’s annual incentive program for calendar year 2006), $522,032 earned for performance during fiscal 2007 (which was made under the EIP and pursuant to the Company’s MYIP for calendar year 2006), $1,451,732 accrued on Mr. Hariri’s behalf for performance during fiscal 2007 under the 2006 MYIP, and $426,158 accrued for performance during fiscal year 2007 under the 2007 MYIP. Mr. Hariri received the amounts accrued under the 2006 and 2007 MYIPs. (18) Reflects interest earned on deferred compensation, to the extent that the interest rate exceeded 120% of the applicable federal long-term rate. (19) Please refer to the “All Other Compensation” table which follows this table for additional information. (20) The amounts listed in the “All Other Compensation” column for 2007 were adjusted to reflect corrected amounts for Company Contribution to the Elective Deferred Compensation Plan in Lieu of Matching Contributions to the Section 401(k) Plan. Salary, variable compensation, and non-equity incentive plan compensation above includes amounts earned in fiscal year 2009, fiscal year 2008 and fiscal year 2007 even if deferred at the election of the executive officer under the Company’s deferred compensation plans and/or the Company’s 401(k) Plan. 38 All Other Compensation for Fiscal 2009 Company Matching Contribution to the Company’s Section 401(k) Plan 0 $ $ 0 $6,408 $6,168 $2,568 Company Paid Long-Term Disability Insurance Premiums (1) $277 $697 $881 0 $ 0 $ Fiscal Year 2009 2009 2009 2009 2009 Company Paid Healthcare Insurance Premiums (2) $ 9,599 $ 6,647 $ 7,250 $ 9,599 $ 9,599 Name Stephen G. Newberry . . . . . . . . Ernest E. Maddock . . . . . . . . . . Richard A. Gottscho . . . . . . . . . Martin B. Anstice . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . Company Contribution to the Elective Deferred Compensation Plan in Lieu of Matching Contributions to the Section 401(k) Plan (3) 0 $ $ 3,450 0 $ 0 $ 0 $ Total $ 9,876 $10,794 $14,539 $15,767 $12,167 (1) Represents the portion of supplemental long term disability insurance premiums paid by Lam Research. (2) Represents the portion of executive dental and executive medical reimbursement insurance premiums paid by Lam Research. (3) Represents the amount that Lam Research credited to the Elective Deferred Compensation Plan, which is equal to any matching contribution into the Section 401(k) Plan that an executive would have been entitled to, but did not receive, as a result of compensation deferrals into the EDCP. Grants of Plan-Based Awards for Fiscal 2009 Name Stephen G. Newberry . . Annual Incentive Program N/A Award Type LTIP—Equity Component 2/26/2009 LTIP—MYIP Component N/A Ernest E. Maddock . . . . Annual Incentive Program N/A LTIP—Equity Component 2/26/2009 LTIP—MYIP Component N/A Richard A. Gottscho . . . Annual Incentive Program N/A LTIP—Equity Component 2/26/2009 LTIP—MYIP Component N/A Performance-Based RSU (2) 8/26/2008 Service-Based RSU Martin B. Anstice . . . . . Annual Incentive Program N/A LTIP—Equity Component 2/26/2009 LTIP—MYIP Component N/A Abdi Hariri . . . . . . . . . . Annual Incentive Program N/A LTIP—Equity Component 2/26/2009 LTIP—MYIP Component N/A Estimated Future Payouts Under Non-Equity Incentive Plan Awards 0 $ 0 $ Grant Date Approval Date Maximum ($) Target ($) (1) 2/11/2009 $ 825,000 $ 825,000 2/11/2009 $ 0 2/11/2009 $ 2,000,000 $ 5,000,000 2/11/2009 $ 308,000 $ 308,000 2/11/2009 $ 0 2/11/2009 $ 800,000 $ 2,000,000 2/11/2009 $ 243,000 $ 243,000 0 2/11/2009 $ 2/11/2009 $ 630,000 $ 1,575,000 0 8/25/2008 $ 0 11/25/2008 11/18/2008 $ 2/11/2009 $ 334,688 $ 334,688 2/11/2009 $ 0 2/11/2009 $ 875,000 $ 2,187,500 2/11/2009 $ 198,450 $ 198,450 2/11/2009 $ 0 2/11/2009 $ 625,000 $ 1,562,500 0 $ 0 $ 0 $ 0 $ 0 $ Estimated Future Payouts Under Equity Incentive Plan Awards Target (#) All Other Stock Awards: Number of Shares of Stock or Units (#) All Other Option Awards: Number of Shares of Stock or Units (#) 0 0 0 0 0 0 0 0 0 8,000 0 0 0 0 0 0 0 0 49,480 0 0 19,792 0 0 15,586 0 0 5,000 0 21,648 0 0 15,463 0 0 123,700 0 0 49,480 0 0 38,965 0 0 0 0 54,120 0 0 38,658 0 Exercise or Base Price of Option Awards ($/sh) $ 0 $ 20.21 0 $ $ 0 $ 20.21 0 $ $ 0 $ 20.21 0 $ 0 $ 0 $ 0 $ $ 20.21 0 $ $ 0 $ 20.21 0 $ Grant Date Fair Value of Stock and Option Awards ($) $ 0 $1,969,225 0 $ $ 0 $ 787,690 0 $ $ 0 $ 620,298 $ 0 $ 298,720 95,200 $ 0 $ $ 861,556 0 $ $ 0 $ 615,406 0 $ (1) Base salary used to calculate the Annual Incentive Program target was salary as of February 2009. Actual eligible base earnings under the AIP could be different. (2) Represents awards granted under a performance-based RSU program with a single estimated payout. Amount shown is for performance awards granted during fiscal year 2009. 39 Outstanding Equity Awards at 2009 Fiscal Year-End Option Awards Stock Awards 0 0 10/1/2011 2/26/2014 Option Expiration Date Market Value of Shares or Units of Stock That Have Not Vested ($) Number of Shares or Units of Stock That Have Not Vested (#) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) 0 0 0 0 0 0 0 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) N/A 49,480(5) $ 1,225,620 0 0 0 0 0 N/A 19,792(5) $ 490,248 0 0 0 0 0 0 0 0 8,000(7) $ 198,160 0 0 0 0 0 0 0 0 0 0 0 0 $ $ 16.64 $ 20.21 $ 0 10/1/2011 $ 16.64 $ 20.21 2/26/2014 $ 24.19 12/24/2011 0 N/A $ N/A 5,000(6) $ 123,850 0 $ N/A 15,586(5) $ 386,065 $ 0 $ 20.21 0 N/A 21,648(5) $ 536,221 $ 0 0 $ 16.64 0 $ 20.21 $ 24.25 0 N/A 15,463(5) $ 383,019 $ 0 0 $ 16.14 0 $ 16.64 0 $ 20.21 10/1/2011 2/26/2014 3/19/2011 10/1/2011 10/1/2011 2/26/2014 0 0 0 0 0 0 0 0 0 0 0 2/26/2014 0 0 0 0 0 0 0 0 0 0 0 Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Name Stephen G. Newberry . . Ernest E. Maddock . . . . Richard A. Gottscho . . . Martin B. Anstice . . . . . Abdi Hariri . . . . . . . . . . Number of Securities Underlying Unexercised Options (#) Exercisable 0 5,250(1) 0 0 2,050(1) 0 1,000(3) 0 0 0 0 0 849(1) 0 2,000(4) 0 1,000(1) 822(1) 0 0 0 123,700(2) 0 0 49,480(2) 0 0 0 0 38,965(2) 0 0 54,120(2) 0 0 0 0 38,658(2) (1) These options were granted on October 1, 2001. 100% of the options vested on October 1, 2006. (2) These options were granted on February 26, 2009. 100% of the options will vest on February 26, 2011 provided that the person remains an employee on such date. (3) These options were granted on December 24, 2001. 100% of the options vested on December 24, 2006. (4) 36,000 options were originally granted on March 19, 2001. These options vested 25% each on March 19, 2002, March 19, 2003, March 19, 2004 and March 19, 2005. (5) These RSUs were granted on February 26, 2009. 100% of the RSUs will vest on February 26, 2011 provided that the person remains an employee on such date. (6) These RSUs were granted on November 25, 2008. 100% of these RSUs will vest on December 30, 2010 provided that the person remains an employee on such date. (7) These RSUs were granted on August 26, 2008 and are subject to performance criteria and service period. 100% of the RSUs will vest on August 25, 2010 provided that the performance criterion has been met and the person remains an employee on such date. 40 Option Exercises and Stock Vested for Fiscal 2009 Name Stephen G. Newberry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Option Awards Stock Awards Number of Shares Acquired on Exercise (#) 205,250 0 0 0 0 Value Realized on Exercise ($) $383,359 0 0 0 0 $ $ $ $ Number of Shares Acquired on Exercise (#) 0 0 37,600 0 0 Value Realized on Exercise ($) 0 $ $ 0 $950,756 0 $ 0 $ Non-Qualified Deferred Compensation for Fiscal 2009 Name Stephen G. Newberry . . . . . . . . . . . . . . . Ernest E. Maddock . . . . . . . . . . . . . . . . . Richard A. Gottscho . . . . . . . . . . . . . . . . Martin B. Anstice . . . . . . . . . . . . . . . . . . Abdi Hariri . . . . . . . . . . . . . . . . . . . . . . . Executive Contributions in FY09 ($) $ 0 $1,665,964 $ 92,656 $ 233,384 $1,057,999 Registrant Contributions in FY09 ($) (1) $ 0 $3,450 0 $ 0 $ 0 $ Aggregate Earnings in FY09 ($) (2) $ 57,935 $ (659,843) $ 65,211 $ (247,292) $ (154,738) Aggregate Aggregate Withdrawals/ Balance at Distributions FYE09 ($) in FY09 ($) 0 $ 1,108,140 $ 1,983 $ 7,174,001 $ 0 $ 1,332,644 $ $ 0 $ 937,890 $2,298,286 $ 1,895,424 (1) Represents the amount that Lam Research credited to the Elective Deferred Compensation Plan which is equal to any matching contribution into the Section 401(k) Plan that an executive would have been entitled to but did not receive as a result of compensation deferrals into the EDCP. (2) The NEOs did not receive above-market or preferential earnings in fiscal 2009. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides information as of June 28, 2009, 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 1999 Employee Stock Purchase Plan, and the 2007 Stock Incentive Plan, each as may be amended. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights (5) (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) Plan Category Equity compensation plans approved by security holders . . . . . . . . . . . . . . . . . . . . . . . . . . 3,275,145 (1)(2) $20.47 18,072,627 (3) Equity compensation plans not approved by security holders . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 835,234 (4) 4,110,379 $23.68 $22.10 0 18,072,627 41 (1) (2) (3) Includes 283,162 shares issuable under the Company’s 1991 Stock Option Plan (“1991 Plan”), 1996 Performance-Based Restricted Stock Plan (“1996 Plan”), and 1997 Stock Incentive Plan (the “1997 Plan”), all of which expired prior to June 28, 2009. While there are options still outstanding that were issued pursuant to those plans, no additional grants may be made under them. Includes 2,991,983 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 in November 2006, and amended by the Board in November 2006. The term of the 2007 Plan is ten years from the latest date of any approval, amendment, or restatement of the Plan by the stockholders. The 2007 Plan reserves for issuance up to 15,000,000 shares of the Company’s Common Stock. Includes 7,360,526 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. The 1999 ESPP was adopted by the Board in September 1998, approved by the stockholders in November 1998 and amended by stockholder approval in November 2003. The term of the 1999 ESPP is twenty years from its effective date of September 30, 1998, unless otherwise terminated or extended in accordance with its terms. (4) Includes shares issuable under the Company’s 1999 Stock Option Plan (the “1999 Option Plan”). The 1999 Option Plan expired in November 2008. (5) Does not include RSUs. 42 PROPOSAL NO. 2 AMENDMENT TO CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS In recent years, many companies have changed their voting standards for uncontested director elections from plurality voting or cumulative voting to majority voting. We believe that implementing a majority voting standard for uncontested elections is in the best interests of our stockholders. However, in order to implement a majority voting standard, it will be necessary for us to amend our Certificate of Incorporation (“Charter”), which currently provides for cumulative voting. The Board has already approved an amendment to the Charter to eliminate cumulative voting, and declared it to be advisable, subject to stockholder approval. A copy of the proposed amendment to the Charter is attached as Exhibit A to the Proxy Statement. The amendment to the Charter will eliminate the following paragraph from the Charter, which establishes cumulative voting rights (subsequent paragraphs will be renumbered appropriately): “ELEVENTH: At the election of directors of the Corporation, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.” We are seeking your vote to approve the Charter amendment. Majority Voting Majority voting applies in uncontested elections, which are elections in which the number of nominees for directors is the same as the number of open seats. Under a majority voting standard, a nominee in an uncontested director election is elected only if the nominee receives affirmative “for” votes from a majority of the shares voted with respect to that director. In other words, the “for” votes must exceed the “withhold” votes. More than two-thirds of the S&P 500 companies now conduct uncontested board elections under a majority voting standard. We believe that a majority voting standard is in the best interests of our stockholders because it will ensure that all of our directors will be elected with the support of a majority of shares voted. Cumulative Voting Cumulative voting is inconsistent with majority voting. It enables minority stockholders or groups of stockholders to elect one or more directors without the approval of holders of a majority of the shares. Under cumulative voting, a stockholder may cast a number of “for” votes equal to the number of directors to be elected times the number of shares held. The stockholder may cast all votes for a single director, or spread them out among two or more nominees. By cumulating votes for a single candidate, a stockholder or group of stockholders holding less than 13% of a company’s outstanding shares can elect a director on an eight-person board, even if no other stockholders support that director. We believe that cumulative voting is not in the best interests of our stockholders because a director elected in this fashion may be focused on the special interests or agenda of holders of a minority of our shares rather than on the broad interests of all of our stockholders. It is important to note that even if cumulative voting is eliminated, a minority stockholder may still submit a board nominee by following the procedures outlined in the section entitled “Corporate Governance— Stockholder Nominations” elsewhere in the Proxy Statement. 43 Plurality Voting When companies adopt a majority voting standard for uncontested elections, plurality voting applies in contested elections, which are elections in which the number of nominees for directors is greater than the number of open seats. Under plurality voting the nominees with the most number of votes are elected, up to the maximum number of open director seats. For example, in an election for eight board seats, the eight nominees with the most votes will be elected. Implementation of Majority Voting If the stockholders approve Proposal No. 2, we will first amend our Charter to eliminate cumulative voting. Immediately following the Annual Meeting, we will file a Certificate of Amendment to our Charter setting forth the approved amendment with the Secretary of State of the State of Delaware. The amendment to the Charter will be effective when the Secretary of State of the State of Delaware accepts the filing. Immediately after the Charter amendment is effective, the Board will take the following steps to implement a majority voting standard in uncontested director elections: • T • he Board will amend the Bylaws to provide for majority voting in uncontested elections, and to provide for plurality voting in contested elections. The Board will also amend the Bylaws to remove references to cumulative voting. These changes to the Bylaws do not require stockholder approval. The Board will amend the Corporate Governance Guidelines to reflect the revised Bylaw provisions. The amended Guidelines will also state substantially the following with respect to nominees who receive insufficient votes to be elected under majority voting in an uncontested election: “The Board expects a director to tender his or her irrevocable resignation if he or she fails to receive the required number of votes for re-election in an uncontested election. The Board shall nominate for election or re-election as director only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as directors, irrevocable conditional resignations that will be effective upon (i) the failure to receive the required majority vote at the next annual meeting at which they face re-election and (ii) Board acceptance of such resignation. In addition, the Board shall fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of contingent resignation tendered by other directors in accordance with these Guidelines. If an incumbent director fails to receive the required majority vote for re-election, the Nominating/ Governance Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. The Nominating/Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.” Vote Required to Approve Proposal No. 2; Board Recommendation Stockholder approval of Proposal No. 2 requires the affirmative vote of a majority of the issued and outstanding shares of Lam’s Common Stock. This means that any shares that are not voted will have the same effect as shares voted against this Proposal. It is, therefore, very important that you vote on this Proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2 44 PROPOSAL NO. 3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2010 Stockholders are being asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2010. Ernst & Young LLP has been the Company’s independent registered public accounting firm (independent auditor) since fiscal year 1981. Each proxy received by the Proxy Holders will be voted “FOR” the ratification of the appointment of Ernst & Young LLP unless the stockholder provides other instructions. Approval of Proposal No. 3 will require the affirmative vote of a majority of the outstanding shares of Common Stock present or represented and voting on the Proposal at the Annual Meeting. The audit services of Ernst & Young LLP during fiscal 2009 included examining Lam’s consolidated financial statements and its system of internal control over financial reporting, as well as providing services related to Lam’s filings with the SEC and other regulatory bodies. Audit-related services during fiscal 2009 related primarily to review of international tax structures, goodwill accounting and implementation of new accounting pronouncements. Our Audit Committee meets periodically with Ernst & Young LLP to review both audit and non-audit services performed by Ernst & Young LLP, as well as the fees charged for those 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 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 elsewhere in this Proxy Statement. 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. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3. 45 AUDIT COMMITTEE REPORT The Company’s management, Audit Committee and independent registered public accounting firm (Ernst & Young LLP) have specific but different responsibilities relating to Lam’s financial reporting. Lam’s management is responsible for the financial statements and for the system of internal control and the financial reporting process. Ernst & Young has the responsibility to express an opinion on the financial statements and the system of internal control over financial reporting, based on the audit they conducted in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) (“PCAOB”). The Audit Committee is responsible for monitoring and overseeing 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 28, 2009, the Audit Committee took the following actions: • • • • Reviewed and discussed the audited financial statements with Company management Discussed with Ernst & Young LLP the matters required to be discussed by Statement of Auditing Standards No. 61, “Communication with Audit Committees,” as most recently amended and as adopted by the PCAOB in Rule 3200T Reviewed the written disclosures and the letter from Ernst & Young LLP, required by Rule 3526 of the PCAOB, “Communication with Audit Committees Concerning Independence,” 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 2009 Annual Report on Form 10-K for the fiscal year ended June 28, 2009 for filing with the SEC. This Report of the Audit Committee shall not be deemed “filed” with the SEC for purposes of federal securities law, and it shall not, under any circumstances, be incorporated by reference into any of the Company’s past or future SEC filings. The Report shall not be deemed soliciting material. AUDIT COMMITTEE David G. Arscott Richard J. Elkus, Jr. Catherine P. Lego Seiichi Watanabe 46 RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP has audited the Company’s consolidated financial statements since the Company’s inception. Fees Billed by Ernst & Young LLP The table below shows the fees billed by Ernst & Young LLP for audit and other services provided to the Company in fiscal years 2008 and 2009. Services / Type of Fee Audit Fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit-Related Fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax Fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal Year 2009 $2,380,000 266,000 12,000 — $2,658,000 Fiscal Year 2008 $2,623,000 3,188,000 — — $5,811,000 (1) Audit fees represent fees for professional services provided in connection with the audits of annual financial statements, reviews of quarterly financial statements, and audit services related to other statutory or regulatory filings or engagements. In addition, audit fees include those fees related to Ernst & Young LLP’s audit of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. (2) Audit-related fees consist of assurance and related services that are reasonably related to the audit or review of the Company’s financial statements and are not reported above under “Audit Fees.” For fiscal 2009, these fees related primarily to audit review of international tax structures, goodwill accounting and implementation of new accounting pronouncements. For fiscal 2008, these fees related primarily to the Company’s voluntary internal stock option review, synthetic lease issues, and the adoption of Financial Accounting Standards Board Interpretation No. 48 relating to accounting for income taxes. (3) Tax fees represent fees for services primarily related to international tax compliance. The Audit Committee reviewed summaries of the services provided by Ernst & Young LLP and the related fees during fiscal year 2009 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 2009. Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services It is the responsibility of the Audit Committee to approve, in accordance with Sections 10A(h) and (i) of the Exchange Act and the rules and regulations of the SEC, all professional services to be provided to the Company by its independent registered public accounting firm, provided that the Audit Committee shall not approve any non-audit services proscribed by Section 10A(g) of the Exchange Act in the absence of an applicable exemption. It is the policy of the Company that the Audit Committee pre-approves all audit and permissible non-audit services provided by the Company’s independent registered public accounting firm, consistent with the criteria set forth in the Audit Committee Charter and applicable laws and regulations. The Committee has delegated to the Chair of the Committee the authority to pre-approve such services, provided that the Chair shall report any decisions to pre-approve such services to the full Audit Committee at its next regular meeting. These services may include audit services, audit-related services, tax services, and other services. The Company’s independent registered public accounting firm and Company management are required to periodically report to the Audit Committee regarding the extent of services provided by the Company’s independent registered public accounting firm pursuant to any such pre-approval. 47 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS No family relationships exist or existed during fiscal 2009 among any of the Company’s directors and executive officers. No related-party transactions occurred during fiscal 2009. OTHER MATTERS We are not aware of any other matters to be submitted to the Annual Meeting. If any other matters properly come before the Annual Meeting, the Proxy Holders intend to vote the shares they represent as the Board of Directors may recommend or, if the Board does not make a recommendation, 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. We urge you to complete and return the accompanying proxy card in the enclosed envelope, or vote your shares by telephone or Internet, as described in the materials accompanying this Proxy Statement. By Order of the Board of Directors Fremont, California Dated: October 15, 2009 George M. Schisler, Jr. Secretary 48 EXHIBIT A CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF LAM RESEARCH CORPORATION Lam Research Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Company (the “Board”), duly adopted resolutions setting forth the proposed amendment of the Certificate of Incorporation of the Company set forth below, declaring said amendment to be advisable and authorizing and directing the officers and directors of the Company to solicit the consent of the stockholders of the Company for consideration thereof: RESOLVED, that Article “ELEVENTH” of the Certificate of Incorporation is hereby deleted, in its entirety, and Articles “TWELFTH” and “THIRTEENTH” are hereby renumbered to be Articles “ELEVENTH” and “TWELFTH”, respectively. SECOND: That, thereafter, the necessary number of shares of the Company’s capital stock, as required by the General Corporation Law of the State of Delaware, voted in favor of the foregoing amendment at a meeting of the Company’s stockholders; THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of Certificate of Incorporation to be signed by __________, its ____________________, this _____ day of ___________, 2009. LAM RESEARCH CORPORATION ____________________________________ By: Its: (This page intentionally left blank.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (MARK ONE) FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 28, 2009 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 LAM RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 4650 Cushing Parkway Fremont, California (Address of principal executive offices) 94-2634797 (I.R.S. Employer Identification No.) 94538 (Zip code) Registrant’s telephone number, including area code: (510) 572-0200 Securities registered pursuant to Section 12(b) of the Act: Title of class Common Stock, Par Value $0.001 Per Share Name of exchange on which registered NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  Accelerated filer  Non-accelerated filer  (Do not check if a smaller reporting company) Smaller reporting company  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No  The aggregate market value of the Registrant’s Common Stock, $0.001 par value, held by non-affiliates of the Registrant, as of December 28, 2008, the last business day of the most recently completed second fiscal quarter with respect to the fiscal year covered by this Form 10-K, was $1,776,033,995. Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock has been excluded from this computation in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination of such status for other purposes. As of August 20, 2009, the Registrant had 126,636,886 outstanding shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE Parts of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held November 5, 2009 are incorporated by reference into Part III of this Form 10-K. (However, the Reports of the Audit Committee and Compensation Committee are expressly not incorporated by reference herein.) LAM RESEARCH CORPORATION 2009 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Part I. Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part II. Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part III. Item 10. Directors, Executive Officers, and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part IV. Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 2 10 19 19 19 19 20 22 24 42 45 45 45 45 46 46 46 46 46 47 91 94 1  PART I CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS With the exception of historical facts, the statements contained in this discussion are forward-looking statements, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Certain, but not all, of the forward-looking statements in this report are specifically identified. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. Forward-looking statements include, but are not limited to, statements that relate to our future revenue, shipments, cost and margins, product development, demand, acceptance and market share, competitiveness, market opportunities, levels of research and development (R&D), the success of our marketing, sales and service efforts, outsourced activities and operating expenses, anticipated manufacturing, customer and technical requirements, the ongoing viability of the solutions that we offer and our customer’s success, tax expenses, our management’s plans and objectives for our current and future operations and business focus, the levels of customer spending or R&D activities, general economic conditions, the sufficiency of financial resources to support future operations, and capital expenditures. Such statements are based on current expectations and are subject to risks, uncertainties, and changes in condition, significance, value and effect, including without limitation those discussed below under the heading “Risk Factors” within Item 1A and elsewhere in this report and other documents we file from time to time with the Securities and Exchange Commission (SEC), such as our 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 our 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 date hereof and are based on information currently and reasonably known to us. 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 that 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 28, 2009, June 29, 2008, and June 24, 2007. Item 1. Business Lam Research Corporation (“Lam Research,” “Lam,” “we,” or the “Company”) is a leading supplier of wafer fabrication equipment and services to the worldwide semiconductor industry. For more than twenty five years, our wafer fabrication equipment, services, and extensive technical expertise have contributed to advancing semiconductor manufacturing and producing some of the world’s most advanced semiconductor devices. We are recognized as the market share leader in plasma etch and as a provider of innovative solutions in single-wafer clean. We design, manufacture, market, and service semiconductor processing equipment used in the fabrication of integrated circuits. Semiconductor wafers are subjected to a complex series of process and preparation steps that result in the simultaneous creation of many individual integrated circuits. We leverage our expertise in these areas to develop integrated processing solutions which typically benefit our customers through reduced cost, lower defect rates, enhanced yields, or faster processing time. Many of the technical advances that we introduce in our newest products are also available as upgrades to our installed base of equipment, a benefit that can provide customers with a cost-effective strategy for extending the performance and capabilities of their existing wafer fabrication lines. Our innovative etch and clean technologies enable customers to build some of the world’s highest- performing integrated circuits. Our etch systems shape the microscopic conductive and dielectric layers into circuits that define a chip’s final use and function. Our broad portfolio of single-wafer clean technologies allows our customers to implement customized yield-enhancing solutions. With each new technology node, additional requirements and challenges drive the need for advanced manufacturing solutions. We strive to consistently deliver these advanced capabilities with cost-effective production performance, as we understand the close relationship between customer trust and the timely delivery of new solutions that leads to shared success with our customers. 2 Incorporated in 1980, Lam Research is headquartered in Fremont, California, and maintains a network of facilities throughout the United States, Japan, Europe, and Asia Pacific in order to meet the needs of our global customer base. Additional information about Lam Research is available on our web site at http://www.lamresearch.com. Our Annual Report on Form 10-K, Quarterly Reports on Forms 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available on our website as soon as reasonably practicable after we filed them with or furnish them to the Securities and Exchange Commission (“SEC”), and are also available online at the SEC’s web site at http://www.sec.gov. Etch Process Etch processes, which are repeated numerous times during the wafer fabrication cycle, are required to manufacture every type of semiconductor device produced today. Our etch products selectively remove portions of various films from the wafer in the creation of semiconductor devices by utilizing various plasma-based technologies to create critical device features at current and future technology nodes. Plasma consists of charged and neutral particles that react with exposed portions of the wafer surface to remove dielectric or conductive materials and produce the finely delineated features and patterns of an integrated circuit. Dielectric Etch For dielectric etch, new materials integration often requires etching multi-layer film stacks. In addition to the challenges introduced by new materials and scaling, device manufacturers’ desire to reduce overall cost per wafer has placed an increased emphasis on the ability to etch multiple films in the same chamber (in situ). DFC Technology Production-proven in high-volume manufacturing for nearly 15 years, our patented Dual Frequency Confined™ technology has been extended to incorporate multi-frequency power with a physically confined plasma. The application of power at different frequencies provides enhanced process flexibility and allows different materials to be etched in the same chamber. Physical confinement of the plasma to an area directly above the wafer minimizes chemical interaction with the chamber walls, eliminating potential polymer build-up that could lead to defects on the wafer. Confinement also enables our proprietary in situ Waferless Autoclean™ technology to clean chamber components after each wafer has been etched. Used together, multi-frequency and WAC™ technologies provide a consistent process environment for every wafer, preventing process drift and ensuring repeatable process results wafer-to-wafer and chamber-to-chamber. 2300® Exelan® Flex™, 2300® Exelan® Flex45™, 2300® Flex™ D Series Dielectric Etch Systems Our 2300 Flex dielectric etch product family represents a continuous evolution of the productivity and performance benefits of DFC technology. The 2300 Flex family allows a single chamber design to meet the requirements of a wide range of applications through multiple technology generations. Advances in system design, such as multiple frequencies, higher power capabilities and tunable wafer temperature, meet the more demanding uniformity and profile requirements for applications at the 32 nm node and beyond. Conductor Etch As the semiconductor industry continues to shrink critical feature sizes and improve device performance, a variety of new etch challenges have emerged. For conductor etch, these challenges include processing smaller features, new materials, and new transistor structures on the wafer. Due to decreasing feature sizes, the etch process can now require atomic-level control across a 300 mm wafer. The incorporation of new metal gates and high-k dielectric materials in the device stack requires advanced multi-film etching capability. Furthermore, the adoption of double patterning techniques to address lithography challenges at the 45 nm node and beyond is driving the etch process to define the feature on the wafer as well as to transfer the pattern into the film. All of these challenges require today’s conductor etch systems to provide advanced capabilities, while still providing high productivity. 3 TCP Technology Introduced in 1992, our Transformer Coupled Plasma™ technology continues to provide leading-edge capability for advanced conductor etch applications at the 32 nm node and beyond. By efficiently coupling radio frequency (“RF”) power into plasma at low pressures, the TCP technology provides capability to etch nanoscale features into silicon and metal films. The advanced TCP source design ensures a uniform, high-density plasma across the wafer, without requiring magnetic enhancements that could cause device damage. With a wide process window over a range of power, chemistry, and pressure combinations, TCP technology provides the flexibility required to perform multiple etch steps in the same chamber. 2300® Versys® Kiyo® , 2300® Versys® Kiyo45™, 2300® Kiyo® C Series, 2300® Versys® Metal, 2300® Versys® Metal45™ Conductor Etch Systems Now in its third generation, the 2300 Kiyo product family combines iterative advances in technology to provide critical dimension (“CD”) uniformity and productivity for a wide range of conductor etch applications. The 2300 Versys Metal product family leverages Lam’s proprietary TCP technology to provide a flexible platform for back-end-of-line metal etch processes. Our etch products perform production-proven in situ etch of complex features. In addition, proprietary pre-coat and post-etch chamber clean techniques provide the same environment for superior repeatability, as well as high uptime and yield wafer after wafer. MEMS and Deep Silicon Etch Micro-electromechanical systems (“MEMS”) devices are increasingly being used in consumer applications, such as ink jet printer heads and inertial sensors. This is driving a number of MEMS applications to transition into high-volume manufacturing, which requires the high levels of cost-effective production typically seen in commodity semiconductor memory devices. To achieve high yield in mass production, the MEMS etch process requires wafer-to-wafer repeatability. TCP® 9400DSiE™ Deep Silicon Etch System The TCP 9400DSiE system is based on our production-proven TCP 9400 silicon etch series. The system’s patented high-density TCP plasma source provides a configuration to meet the challenges of silicon deep reactive ion etch (“DRIE”), offering broad process capability and flexibility for a wide range of MEMS, advanced packaging, and power semiconductor applications. Incorporation of our proprietary in situ chamber cleaning technology provides etch rate stability. Three-Dimensional Integrated Circuit Etch The semiconductor industry is developing advanced, three-dimensional integrated circuits (“3-D ICs”) using through-silicon vias (“TSVs”) to provide interconnect capability for die-to-die and wafer-to-wafer stacking. In addition to a reduced form factor, 3-D ICs can enhance device performance through increased speed and decreased power consumption. Manufacturers are currently considering a wide variety of 3-D integration schemes that present an equally broad range of TSV etch requirements. Plasma etch technology, which has been used extensively for deep silicon etching in memory devices and MEMS production, is well suited for TSV creation. 2300® Syndion® Through-Silicon Via Etch System The 2300 Syndion etch system is based on our patented TCP technology and the production-proven 2300 Versys Kiyo conductor etch system. The Syndion system can etch multiple film stacks in the same chamber, including silicon, dielectric, and conducting materials, thereby addressing multiple TSV etch requirements. Clean Process The manufacture of semiconductor devices involves a series of processes such as etch, deposition, and implantation, which leave particles and residues on the surface of the wafer. The wafer must generally be cleaned after these steps to remove particles and residues that could adversely impact the processes that immediately follow them and degrade device performance. Common wafer cleaning steps include post-etch and post-strip cleans and pre-diffusion and pre-deposition cleans, among others. 4 Specific challenges at the 45 nm node and beyond include efficient particle and residue removal while minimizing substrate material loss, protecting structures with fragile new materials and smaller feature sizes, and efficient drying. In addition, management of potential defect sources at the wafer edge becomes increasingly challenging as new materials are introduced in the process flow. Single-Wafer Wet Clean As device geometries shrink and new materials are introduced, device flows become more complex and the number of wafer cleaning steps increases. The need to increase overall clean efficiency and clean fragile structures without causing damage are reasons why chipmakers are turning to single-wafer wet clean processing technology for next-generation devices. Over the past decade, a transition from batch to single-wafer processing has occurred for back-end-of- line wet clean applications and a similar migration for front-end-of-line wet clean applications appears to be occurring as the need for higher particle removal efficiency without device structure damage becomes more critical. Single-wafer wet processing is particularly advantageous for those applications where improved defect performance (removing particles without damaging the wafer pattern) or enhanced selectivity and CD control can improve yield. Single-Wafer Spin Clean Products: SP Series, Da Vinci®, DV-Prime™ With the acquisition of SEZ Holding AG (“SEZ”) in March 2008, we have expanded our portfolio to include single-wafer spin systems, in addition to gaining more than 20 years of experience in clean technology and a substantial installed customer base. This single-wafer SEZ® spin technology for cleaning and removing films has assisted the industry transition from batch to single-wafer wet processing. By offering advanced dilute chemistry and solvent solutions in our systems, our single-wafer spin clean systems address certain defectivity and material integrity requirements. Single-Wafer Linear Clean Product: 2300® Serene™ To meet the challenges of smaller critical dimensions, increasing aspect ratios, and new materials integration, our 2300 Serene wet clean system is targeted at applications requiring high-selectivity residue removal without damaging sensitive device structures. The system’s C3™ (Confined Chemical Cleaning™) technology combines linear wafer motion with chemically-driven single-wafer cleaning to remove residues with chemical exposure times as short as a few seconds. The cleaning exposure time is optimized for efficient removal of the target materials, while limiting the impact on critical materials. This technology addresses applications that require high-selectivity cleaning, such as high-k metal gate post-etch clean. Plasma-Based Bevel Clean Semiconductor manufacturers are paying increasing attention to the wafer edge as a source of yield limiting defects. New materials like porous low-k and organic films often do not adhere as well as traditional silicon or polymer-based films and have the potential to be significant defect sources. By including cleaning steps that target the bevel region, the number of good die at the wafer’s edge can be increased to maximize yield. 2300® Coronus™ Plasma-Based Bevel Clean System The 2300 Coronus plasma-based bevel clean system incorporates plasma technology to remove yield limiting defect sources. The system combines the ability of plasma to selectively remove a wide variety of materials with a proprietary confinement technology that protects the die area. Incorporating our Dynamic Alignment technology on the production-proven 2300 platform, the Coronus system provides highly accurate wafer placement for reproducible results and superior encroachment control and is designed to remove a wide range of material types, in multiple applications, throughout the manufacturing process flow. The Lam Research logo, Lam Research, and all product and service names used herein are either registered trademarks or trademarks of Lam Research Corporation in the United States and/or other countries. All other marks mentioned herein are the property of their respective holders. 5 Research and Development The market for semiconductor capital equipment is characterized by rapid technological change and product innovation. Our ability to obtain and maintain our competitive advantage depends in part on our continued and timely development of new products and enhancements to existing products. Accordingly, we devote a significant portion of our personnel and financial resources to R&D programs and seek to maintain close and responsive relationships with our customers and suppliers. Our R&D expenses during fiscal years 2009, 2008, and 2007 were $288.3 million, $323.8 million, and $285.3 million, respectively. The majority of R&D spending is targeted at etch and plasma-based technology applications, with an increasing proportion focused on adjacent markets including single-wafer clean and pre- and post-etch step opportunities. We believe current challenges for customers in the pre- and post-etch applications present opportunities for us. We expect to continue to make substantial investments in R&D to meet our customers’ product needs, support our growth strategy, and enhance our competitive position. 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 their 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 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. The warranty provides that systems shall be free from defects in material and workmanship and conform to agreed-upon specifications. The warranty is limited to repair of the defect or replacement with new or like-new equivalent goods and is valid when the buyer provides prompt notification within the warranty period of the claimed defect or non-conformity and also makes the items available for inspection and repair. We also offer extended warranty packages to our customers to purchase as desired. International Sales A significant portion of our sales and operations occur outside the United States and, therefore, may be subject to certain risks, including but not limited to tariffs and other barriers, difficulties in staffing and managing non-U.S. operations, adverse tax consequences, foreign currency exchange rate fluctuations, changes in currency controls, compliance with U.S. and international laws and regulations, including U.S. export restrictions, and economic and political conditions. Any of these factors may have a material adverse effect on our business, financial position, and results of operations and cash flows. Revenue by region was as follows: June 28, 2009 Revenue: United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . $ 171,359 121,178 141,375 208,053 239,911 234,070 $1,115,946 Year Ended June 29, 2008 (in thousands) $ 417,807 235,191 308,984 502,683 554,924 455,322 $2,474,911 June 24, 2007 $ 408,631 237,716 451,487 573,875 531,310 363,557 $ 2,566,576 6 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 2009, revenues from Samsung Electronics Company, Ltd. and Toshiba Corporation accounted for approximately 19% and 11%, respectively, of total revenues. In fiscal year 2008, revenues from Samsung Electronics Company, Ltd. and Toshiba Corporation accounted for approximately 19% and 13%, respectively, of total revenues. In fiscal year 2007, revenues from Hynix Semiconductor and Samsung Electronics Company, Ltd., each accounted for approximately 14% of total revenues. 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. 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 28, 2009 and June 29, 2008, our backlog was approximately $391 million and $410 million, respectively. Generally, orders for our products and services are subject to cancellation by our customers with limited penalties. Because some orders are received and shipped 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 13 of our Consolidated Financial Statements, included in Item 15 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. 7 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 a 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. Employees As of August 20, 2009, we had approximately 2,711 regular employees. Each of our employees is required to comply with our policies relating to maintaining the confidentiality of our proprietary information and with our statement of standards of business conduct. In the semiconductor and semiconductor equipment industries, competition for highly skilled employees is intense. Our future success depends, to a significant extent, upon our continued ability to attract and retain qualified employees particularly in the R&D and customer support functions. Competition The semiconductor capital equipment industry is characterized by rapid change and is highly competitive throughout the world. To compete effectively, we invest significant financial resources to continue to strengthen and enhance our product and services portfolio and to maintain customer service and support locations globally. Semiconductor manufacturers evaluate capital equipment suppliers in many areas, including, but not limited to, process performance, productivity, customer support, defect control, and overall cost of ownership, which can be affected by many factors such as equipment design, reliability, software advancements, etc. Our ability to succeed in the marketplace will depend upon our ability to maintain existing products and introduce product enhancements and new products on a timely basis. In addition, semiconductor manufacturers must make a substantial investment to qualify and integrate new capital equipment into semiconductor production lines. As a result, once a semiconductor manufacturer has selected a particular supplier’s equipment and qualified it for production, the manufacturer generally maintains that selection for that specific production application and technology node provided that there is demonstrated performance to specification by the installed base. Accordingly, we may experience difficulty in selling to a given customer if that customer has qualified a competitor’s equipment. We must also continue to meet the expectations of our installed base of customers through the delivery of high-quality and cost-efficient spare parts in the presence of third-party spare parts provider competition. We face significant competition with all of our products and services. Certain of our existing and potential competitors have substantially greater financial resources and larger engineering, manufacturing, marketing, and customer service and support organizations than we do. In addition, we face competition from a number of emerging companies in the industry. We expect our competitors to continue to improve the design and performance of their current products and processes and to introduce new products and processes with enhanced price/performance characteristics. If our competitors make acquisitions or enter into strategic relationships with leading semiconductor manufacturers, or other entities, covering products similar to those we sell, our ability to sell our products to those customers could be adversely affected. There can be no assurance that we will continue to compete successfully in the future. Our primary competitors in the etch market are Tokyo Electron, Ltd. and Applied Materials, Inc. Our primary competitor in the single-wafer wet clean market is Dainippon Screen Manufacturing Co. Ltd. 8 Patents and Licenses Our policy is to seek patents on inventions relating to new or enhanced products and processes developed as part of our ongoing research, engineering, manufacturing, and support activities. We currently hold a number of United States and foreign patents covering various aspects of our products and processes. We believe that the duration of our patents generally exceeds the useful life of the technologies and processes disclosed and claimed therein. Our patents, which cover material aspects of our past and present core products, have current durations ranging from approximately one to twenty years. We believe that, although the patents we own and may obtain in the future will be of value, they alone will not determine our success, which depends principally upon our engineering, marketing, support, and delivery skills. However, in the absence of patent protection, we may be vulnerable to competitors who attempt to imitate our products, manufacturing techniques, and processes. In addition, other companies and inventors may receive patents that contain claims applicable or similar to our products and processes. The sale of products covered by patents of others could require licenses that may not be available on terms acceptable to us, or at all. For further discussion of legal matters, see Item 3, “Legal Proceedings,” of this Annual Report on Form 10-K as of and for the year ended June 28, 2009 (the “2009 Form 10-K”). Other Cautionary Statements See the discussion of risks in the section of this 2009 Form 10-K entitled Item 1A, “Risk Factors” and elsewhere in this report. EXECUTIVE OFFICERS OF THE COMPANY As of August 26, 2009, the executive officers of Lam Research were as follows: Name Stephen G. Newberry Martin B. Anstice Ernest E. Maddock Abdi Hariri Richard A. Gottscho Thomas J. Bondur Sarah A. O’Dowd Age 55 42 51 47 57 41 59 Title President and Chief Executive Officer Executive Vice President, Chief Operating Officer Senior Vice President, Chief Financial Officer and Chief Accounting Officer Group Vice President, Global Operations Group Vice President and General Manager, Etch Business Vice President and General Manager, Sales and Marketing Group Vice President, Human Resources and Chief Legal Officer Stephen G. Newberry was appointed President and Chief Executive Officer of Lam Research in June 2005. He joined Lam Research in August 1997 as Executive Vice President and Chief Operating Officer and was promoted to the position of President and Chief Operating Officer in July 1998. Mr. Newberry currently serves as a director of Lam Research, Amkor Technology, and Semiconductor Equipment and Materials International (SEMI), the industry’s trade association. He also serves as a member of the Haas Advisory Board, Haas School of Business, University of California at Berkeley and as a member of the Dean’s Advisory Council, University of California at Davis Graduate School of Management. Prior to joining Lam Research, Mr. Newberry was Group Vice President of Global Operations and Planning at Applied Materials, Inc. Mr. Newberry served five years in naval aviation prior to joining Applied Materials. He is a graduate of the U.S. Naval Academy and the Harvard Graduate School of Business. 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, was named Senior Vice President, Chief Financial Officer and Chief Accounting Officer in March 2007, and was promoted to Executive Vice President, Chief Operating Officer, in September 2008. 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. 9 Ernest E. Maddock was appointed Senior Vice President and Chief Financial Officer of Lam Research in September 2008. Additionally, Mr. Maddock heads Silfex Incorporated (formerly Bullen Semiconductor Corporation), a division of Lam Research. Since October 2003, Mr. Maddock held the position of Senior Vice President of Global Operations at Lam Research, overseeing Information Technology, Global Supply Chain, Production Operations, Corporate Quality, Global Security, and Global Real Estate & Facilities. Mr. Maddock also held the position of Vice President of the Customer Support Business Group (CSBG) with the Company. Mr. Maddock joined the Company in November 1997. Prior to his employment with Lam Research, Mr. Maddock 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, Global Operations in April of 2009. Prior to his current position, Mr. Hariri had been Group Vice President of the Customer Support Business Group since March 2007 and 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 Business 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 and General Manager, Sales and Marketing, since April 2009 and previously Vice President, Global Field Operations since March 2007, joined Lam Research in August 2001 and has served in various roles in business development and field operations in Europe and the United States. Prior to joining Lam Research, Mr. Bondur spent eight years in the semiconductor industry with Applied Materials in various roles in Santa Clara and France including Sales, Business Management and Process Engineering. Mr. Bondur holds a degree in Business from the State University of New York. Sarah A. O’Dowd joined Lam Research in September 2008 as Group Vice President and Chief Legal Officer, and was appointed Group Vice President, Human Resources and Chief Legal Officer in April 2009. Prior to joining Lam Research, Ms. O’Dowd served as Vice President and General Counsel for FibroGen, Inc. from February 2007 until September 2008. Until February 2007, Ms. O’Dowd was a shareholder in the law firm of Heller Ehrman LLP for more than twenty years. Item 1A. Risk Factors In addition to the other information in this 2009 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. 10 We Face Risks Related to the Deterioration in the General Economic Outlook and the Downturn in the Semiconductor Industry Current global economic conditions have impacted customer demand for our products and normal commercial relationships with our customers, suppliers, and creditors. Additionally, some of our customers’ ability to access credit has been adversely affected, which limits their ability to purchase our products and services. The degree of the impact on our business of the current credit and economic environment will continue to depend on a number of factors, including the duration and severity of the recession facing the U.S. economy and the global economy generally, and the semiconductor industry specifically. This impact may cause potential material adverse changes to our results of operations and financial condition including, but not limited to: • • • • • • • • • • an increase in reserves on accounts receivable due to our customers’ inability to pay us; an increase in reserves on inventory balances due to excess or obsolete inventory as a result of our inability to sell such inventory; additional valuation allowances on deferred tax assets; additional restructuring charges; asset impairments including the potential impairment of goodwill and other intangible assets; our investments may decrease in value; we may be exposed to claims from our suppliers for inventory that we order in anticipation of customer purchases that do not come to fruition; the value of certain facilities we lease may ultimately be less than our residual value guarantee with the lessor; we may have problems maintaining reliable and uninterrupted sources of supply; and demand for our products may continue to fall. Our Quarterly Revenues and Operating Results Are Unpredictable Our revenues and operating results may fluctuate significantly from quarter to quarter due to a number of factors, not all of which are in our control. We manage our expense levels based in part on our expectations of future revenues. If revenue levels in a particular quarter do not meet our expectations, our operating results may be adversely affected. Because our operating expenses are based in part on anticipated future revenues, and a certain amount of those expenses are relatively fixed, a change in the timing of recognition of revenue and/or the level of gross profit from a single transaction can unfavorably affect operating results in a particular quarter. Factors that may cause our financial results to fluctuate unpredictably include, but are not limited to: • • • • • • • • • • economic conditions in the electronics and semiconductor industries generally and the equipment industry specifically; the extent that customers use our products and services in their business; timing of customer acceptances of equipment; the size and timing of orders from customers; customer cancellations or delays in our shipments, installations, and/or acceptances; changes in average selling prices, customer mix, and product mix; our ability in a timely manner to develop, introduce and market new, enhanced, and competitive products; our competitors’ introduction of new products; legal or technical challenges to our products and technology; changes in import/export regulations; 11 • transportation, communication, demand, information technology or supply disruptions based on factors outside our control such as acts of God, wars, terrorist activities, and natural disasters; legislative, tax, accounting, or regulatory changes or changes in their interpretation; • • procurement shortages; • manufacturing difficulties; • the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations; foreign currency exchange rate fluctuations. changes in our estimated effective tax rate; and • • Further, because a significant amount of our R&D and administrative operations and capacity is located at our Fremont, California campus, natural, physical, logistical or other events or disruptions affecting these facilities (including labor disruptions, earthquakes, and power failures) could adversely impact our financial performance. 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 are priced 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 recognize 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 may vary from customer to customer and tool to tool. Such variations 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 12 reduced orders, higher manufacturing costs, delays in acceptance of and payment for new products, and additional service and warranty expenses. We may be unable to develop and manufacture new products successfully, or new products that we introduce may fail in the marketplace. Our failure to complete commercialization of these new products in a timely manner could result in unanticipated costs and inventory obsolescence, which would adversely affect our financial results. In order to develop new products and processes, we expect to continue to make significant investments in R&D and to pursue joint development relationships with customers, suppliers or other members of the industry. We must manage product transitions and joint development relationships successfully, as introduction of new products could adversely affect our sales of existing products. Moreover, future technologies, processes or product developments may render our current product offerings obsolete, leaving us with non-competitive products, or obsolete inventory, or both. We are Subject to Risks Relating to Product Concentration and Lack of Product Revenue Diversification We derive a substantial percentage of our revenues from a limited number of products, and we expect these products to continue to account for a large percentage of our revenues in the near term. Continued market acceptance of these products is, therefore, critical to our future success. Our business, operating results, financial condition, and cash flows could therefore be adversely affected by: • • • • a decline in demand for even a limited number of our products; a failure to achieve continued market acceptance of our key products; export restrictions or other regulatory or legislative actions which could limit our ability to sell those products to key customer or market segments; an improved version of products being offered by a competitor in the market in which we participate; increased pressure from competitors that offer broader product lines; technological change that we are unable to address with our products; or a failure to release new or enhanced versions of our products on a timely basis. • • • In addition, the fact that we offer a more limited product line creates the risk that our customers may view us as less important to their business than our competitors that offer additional products as well. This may impact our ability to maintain or expand our business with certain customers. Such product concentration may also subject us to additional risks associated with technology changes. Since we are primarily a provider of etch equipment, our business is affected by our customers’ use of etching steps in their processes. Should technologies change so that the manufacture of semiconductor chips requires fewer etching steps, this could have a larger impact on our business than it would on the business of our less concentrated competitors. We Have a Limited Number of Key Customers Sales to a limited number of large customers constitute a significant portion of our overall revenue, new orders and profitability. As a result, the actions of even one customer may subject us to revenue swings that are difficult to predict. Similarly, significant portions of our credit risk may, at any given time, be concentrated among a limited number of customers, so that the failure of even one of these key customers to pay its obligations to us could significantly impact our financial results. Strategic Alliances May Have Negative Effects on Our Business Increasingly, semiconductor companies are entering into strategic alliances with one another to expedite the development of processes and other manufacturing technologies. Often, one of the outcomes of such an alliance is the definition of a particular tool set for a certain function or a series of process steps that use a specific set of manufacturing equipment. While this could work to our advantage if our equipment becomes the basis for the function or process, it could work to our disadvantage if a competitor’s tools or equipment become 13 the standard equipment for such function or process. In the latter case, even if our equipment was previously used by a customer, that equipment may be displaced in current and future applications by the tools standardized by the alliance. Similarly, our customers may team with, or follow the lead of, educational or research institutions that establish processes for accomplishing various tasks or manufacturing steps. If those institutions utilize a competitor’s equipment when they establish those processes, it is likely that customers will tend to use the same equipment in setting up their own manufacturing lines. These actions could adversely impact our market share and subsequent business. We are Dependent Upon a Limited Number of Key Suppliers We obtain certain components and sub-assemblies included in our products from a single supplier or a limited group of suppliers. We have established long-term contracts with many of these suppliers. These long- term contracts can take a variety of forms. We may renew these contracts periodically. In some cases, these suppliers sold us products during at least the last five years, and we expect that we will continue to renew these contracts in the future or that we will otherwise replace them with competent alternative suppliers. However, 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. Our Outsource Providers May Fail to Perform as We Expect Outsource providers have played and will continue to play a key role in our manufacturing operations and in many of our transactional and administrative functions, such as information technology, facilities management, and certain elements of our finance organization. Although we aim at selecting reputable providers and secure their performance on terms documented in written contracts, it is possible that one or more of these providers could fail to perform as we expect and such failure could have an adverse impact on our business. In addition, the expansive role of outsource providers has required and will continue to require us to implement changes to our existing operations and to adopt new procedures to deal with and manage the performance of these outsource providers. Any delay or failure in the implementation of our operational changes and new procedures could adversely affect our customer relationships and/or have a negative effect on our operating results. Once a Semiconductor Manufacturer Commits to Purchase a Competitor’s Semiconductor Manufacturing Equipment, the Manufacturer Typically Continues to Purchase that Competitor’s Equipment, Making it More Difficult for Us to Sell Our Equipment to that Customer Semiconductor manufacturers must make a substantial investment to qualify and integrate wafer processing equipment into a semiconductor production line. We believe that once a semiconductor manufacturer selects a particular supplier’s processing equipment, the manufacturer generally relies upon that equipment for that specific production line application. Accordingly, we expect it to be more difficult to sell to a given customer if that customer initially selects a competitor’s equipment. 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. 14 We believe that to remain competitive we will require significant financial resources to offer a broad range of products, to maintain customer service and support centers worldwide, and to invest in product and process R&D. Certain of our competitors have substantially greater financial resources and more extensive engineering, manufacturing, marketing, and customer service and support resources than we do and therefore have the potential to increasingly dominate the semiconductor equipment industry. These competitors may deeply discount or give away products similar to those that we sell, challenging or even exceeding our ability to make similar accommodations and threatening our ability to sell those products. For these reasons, we may fail to continue to compete successfully worldwide. In addition, our competitors may provide innovative technology that may have performance advantages over systems we currently, or expect to, offer. They may be able to develop products comparable or superior to those we offer or may adapt more quickly to new technologies or evolving customer requirements. In particular, while we currently are developing additional product enhancements that we believe will address future customer requirements, we may fail in a timely manner to complete the development or introduction of these additional product enhancements successfully, or these product enhancements may not achieve market acceptance or be competitive. Accordingly, we may be unable to continue to compete in our markets, competition may intensify, or future competition may have a material adverse effect on our revenues, operating results, financial condition, and/or cash flows. Our Future Success Depends on International Sales and the Management of Global Operations Non-U.S. sales accounted for approximately 85% in fiscal year 2009, 83% in fiscal year 2008 and 84% in fiscal year 2007 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 including, but not limited to: trade balance issues; changes in currency controls; economic and political conditions; our ability to develop relationships with local suppliers; fluctuations in interest and foreign currency exchange rates; compliance with U.S. and international laws and regulations, including U.S. export restrictions; differences in the enforcement of intellectual property and contract rights in varying jurisdictions; • • • • • • • • • 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, that 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 Pacific region. A significant trade disruption in these areas could have a materially adverse impact on our future revenue and profits. our ability to secure and retain qualified people for the operation of our business. the need for technical support resources in different locations; and 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. However, we are exposed to foreign currency exchange rate fluctuations related to certain of our revenues denominated in Japanese yen and Euros, and to certain of our spares and service contracts, and expenses related to our non-U.S. sales and support offices which are denominated in the related countries’ local currency. 15 We currently enter into foreign exchange forward contracts to minimize the short-term impact of the foreign currency exchange rate fluctuations on Japanese yen-denominated assets and forecasted Japanese yen- denominated revenue and on net intercompany liability exposures denominated in Swiss francs, Euros and Taiwanese dollars. We currently believe these are our primary exposures to currency rate fluctuation. We expect to continue to enter into hedging transactions, for the purposes outlined, in the foreseeable future. However, these hedging transactions may not achieve their desired effect because differences between the actual timing of customer acceptances and our forecasts of those acceptances may leave us either over- or under-hedged on any given transaction. Moreover, by hedging these foreign currency denominated revenues, assets and liabilities with foreign exchange forward contracts, we may miss favorable currency trends that would have been advantageous to us but for the hedges. Additionally, we are exposed to short-term foreign currency exchange rate fluctuations on non-U.S. dollar-denominated assets and liabilities other than those currency exposures previously discussed and currently do not enter into such foreign exchange forward contracts to hedge these other foreign currency exposures, and we therefore are subject to both favorable and unfavorable foreign currency exchange rate fluctuations to the extent that we transact business (including intercompany transactions) in other currencies. Our Financial Results May be Adversely Impacted by Higher Than Expected Tax Rates or Exposure to Additional 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 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 the need for) all environmental permits necessary 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. 16 If We Choose to Acquire or Dispose of Product Lines and Technologies, We May Encounter Unforeseen Costs and Difficulties That Could Impair Our Financial Performance An important element of our management strategy is to review acquisition prospects that would complement our existing products, augment our market coverage and distribution ability, or enhance our technological capabilities. As a result, we may make acquisitions of complementary companies, products or technologies, such as our March 2008 acquisition of SEZ, or we may reduce or dispose of certain product lines or technologies that no longer fit our long-term strategies. Managing an acquired business, disposing of product technologies or reducing personnel entails numerous operational and financial risks, including difficulties in assimilating acquired operations and new personnel or separating existing business or product groups, diversion of management’s attention away from other business concerns, amortization of acquired intangible assets and potential loss of key employees or customers of acquired or disposed operations among others. There can be no assurance that we will be able to achieve and manage successfully any such integration of potential 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 acquisition 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: • • • • • general market, semiconductor, or semiconductor equipment industry conditions; global economic fluctuations; variations in our quarterly operating results; variations in our revenues, earnings or other business and financial metrics from those experienced by other companies in our industry or forecasts by securities analysts; announcements of restructurings, technological innovations, reductions in force, departure of key employees, consolidations of operations, or introduction of new products; government regulations; liquidity of Lam Research; disruptions with key customers or suppliers; or success or failure of our new and existing products; developments in, or claims relating to, patent or other proprietary rights; • • • • • • 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. political, economic, or environmental events occurring globally or in any of our key sales regions. 17 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. Intellectual Property, Indemnity 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. We also face risks of claims from commercial and other relationships. In such cases, it is our policy either to defend the claims or to negotiate licenses or other settlements on commercially reasonable terms. However, we may be unable in the future to negotiate necessary licenses or reach agreement on other settlements on commercially reasonable terms, or at all, and any litigation resulting from these claims by other parties may materially adversely affect our business and financial results. Moreover, although we seek to obtain insurance to protect us from claims and cover losses to our property, there is no guarantee that such insurance will fully indemnify us for any losses that we may incur. We May Fail to Protect Our Proprietary Technology Rights, Which Could Affect Our Business Our success depends in part on our proprietary technology. While we attempt to protect our proprietary technology through patents, copyrights and trade secret protection, we believe that our success also depends on increasing our technological expertise, continuing our development of new systems, increasing market penetration and growth of our installed base, and providing comprehensive support and service to our customers. However, we may be unable to protect our technology in all instances, or our competitors may develop similar or more competitive technology independently. We currently hold a number of United States and foreign patents and pending patent applications. However, other parties may challenge or attempt to invalidate or circumvent any patents the United States or foreign governments issue to us or these governments may fail to issue patents for pending applications. In addition, the rights granted or anticipated under any of these patents or pending patent applications may be narrower than we expect or, in fact, provide no competitive advantages. We are Subject to the Internal Control Evaluation and Attestation Requirements of Section 404 of the Sarbanes-Oxley Act of 2002 Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting and our audited financial statements as of the end of each fiscal year. Furthermore, our independent registered public accounting firm (the “Independent Registered Public Accounting Firm”) is required to report on whether it believes we maintained, in all material respects, effective internal control over financial reporting as of the end of each fiscal year. We have successfully completed our assessment and obtained our Independent Registered Public Accounting Firm’s attestation as to the effectiveness of our internal control over financial reporting as of June 28, 2009. In future years, if we fail to timely complete this assessment, or if our Independent Registered Public Accounting 18 Firm cannot timely attest to our assessment, we could be subject to regulatory sanctions and a loss of public confidence in our internal control. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to timely meet our regulatory reporting obligations. Our Independent Registered Public Accounting Firm Must Confirm Its Independence in Order for Us to Meet Our Regulatory Reporting Obligations on a Timely Basis Our Independent Registered Public Accounting Firm communicates with us at least annually regarding any relationships between the Independent Registered Public Accounting Firm and Lam Research that, in the Independent Registered Public Accounting Firm’s professional judgment, might have a bearing on the Independent Registered Public Accounting Firm’s independence with respect to us. If, for whatever reason, 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. 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 2010 to 2015. These leases generally include options to renew or purchase the facilities. In addition, we lease properties for our service, technical support and sales personnel throughout the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific and own manufacturing facilities located in Eaton, Ohio and Villach, Austria. Our fiscal year 2009 rental expense for the space occupied during that period aggregated approximately $9 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. Item 3. Legal Proceedings From time to time, we have received notices from third parties alleging infringement of such parties’ patent or other intellectual property rights by our products. In such cases it is our policy to defend the claims, or if considered appropriate, negotiate licenses on commercially reasonable terms. However, no assurance can be given that we will be able to negotiate necessary licenses on commercially reasonable terms, or at all, or that any litigation resulting from such claims would not have a materially adverse effect on our consolidated financial position, liquidity, operating results, or our consolidated financial statements taken as a whole. Aspect Systems, Inc. (“Aspect”) sued us for breach of contract and various business torts arising out of a transaction in which we licensed Aspect to sell certain of our legacy Autoetch and Drytek products. The case went to trial in the United States District Court for the District of Arizona in December of 2008, resulting in a jury verdict in favor of Aspect. We filed an appeal from the ensuing judgment, which is now pending. We recorded the amount of the legal judgment of $4.6 million in our consolidated statement of operations for the year ended June 28, 2009. Item 4. Submission of Matters to a Vote of Security Holders None. 19 PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The information required by this Item with respect to the market price of the Company’s Common Stock, number of holders thereof, and payment of dividends is incorporated by reference from Item 6, “Selected Financial Data” below. On September 8, 2008, the Company announced that its Board of Directors had authorized the repurchase of up to $250 million of Company common stock from the public market or in private purchases. While the repurchase program does not have a defined termination date, it may be suspended, discontinued or reinstated at any time, and is funded using the Company’s available cash. The Company suspended repurchases under the Board-authorized program prior to the end of the December 2008 quarter. Share repurchases under the repurchase program were as follows (in thousands except per share data): Period As of June 29, 2008 . . . . . . . . . . . . . . . . . Authorization of up to $250 million — September 2008 . . . . . . . . . . . . . . . . Quarter Ending September 28, 2008 . . . Quarter Ending December 28, 2008 . . . Quarter Ending March 29, 2009 . . . . . . . March 30 — April 19, 2009 . . . . . . . . . . April 20, 2009 — May 24, 2009 . . . . . . May 25, 2009 — June 28, 2009 . . . . . . . Total Number of Shares Repurchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Remaining Amount Available Under the Repurchase Programs — $ — — $ — 84 1,128 29 78 47 1 1,367 $ 32.71 $ 21.71 $ 20.28 $ 22.81 $ 25.29 $ 25.76 $ 22.54 1 1,053 — — — — 1,054 $250,000 $249,985 $226,942 $226,942 $226,942 $226,942 $226,942 $226,942 (1) Included in the table above are 312,213 shares which the Company withheld through net share settlements upon the vesting of restricted stock unit awards under the Company’s equity compensation plans to cover tax withholding obligations. All repurchases during fiscal year 2009 fell into this category. 20 The graph below matches Lam Research Corporation’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite index and the Research Data Group, Incorporated (“RDG”) Semiconductor Composite index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from June 30, 2004 to June 30, 2009. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG LAM RESEARCH CORPORATION , THE NASDAQ COMPOSITE INDEX AND THE RDG SEMICONDUCTOR COMPOSITE INDEX $250 $200 $150 $100 $50 $0 6/04 6/05 6/06 6/07 6/08 6/09 Lam Research Corporation NASDAQ Composite RDG Semiconductor Composite * $100 invested on 6/30/04 in stock or index, including reinvestment of dividends. Fiscal year ending June 30. Lam Research Corporation . . . . . . . . . . . . . . . NASDAQ Composite . . . . . . . . . . . . . . . . . . . . . RDG Semiconductor Composite . . . . . . . . . . . 6/04 100.00 100.00 100.00 6/05 108.02 101.09 91.81 6/06 174.33 109.49 91.03 6/07 191.79 132.47 107.45 6/08 134.89 117.33 91.20 6/09 97.01 92.91 67.58 21 Item 6. Selected Financial Data (derived from audited financial statements) June 28, 2009 (1) Year Ended June 25, June 24, June 29, 2008 (1) 2006 2007 (in thousands, except per share data) June 26, 2005 OPERATIONS: Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,115,946 388,734 Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill impairment (2) . . . . . . . . . . . . . . . . 96,255 Restructuring charges and asset $ 2,474,911 $ 2,566,576 $ 1,642,171 $ 1,502,453 763,464 — 1,305,054 — 1,173,406 — 827,012 — impairments, net (3) . . . . . . . . . . . . . . . . . 409A expense (4) . . . . . . . . . . . . . . . . . . . . . . Legal judgment . . . . . . . . . . . . . . . . . . . . . . . . In-process research and development . . . . . . . Operating income (loss) (5) . . . . . . . . . . . . . . Net income (loss) . . . . . . . . . . . . . . . . . . . . . . Net income (loss) per share: 44,513 3,232 4,647 — (281,243) (302,148) 6,366 44,494 — 2,074 509,431 439,349 — — — — 778,660 685,816 — — — — 404,768 335,210 14,201 — — — 388,142 297,252 Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ (2.41) $ (2.41) $ 3.52 $ 3.47 $ 4.94 $ 4.85 $ 2.42 $ 2.33 $ 2.16 2.09 BALANCE SHEET: Working capital . . . . . . . . . . . . . . . . . . . . . . . . $ 855,064 1,951,871 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 158,019 Long-term obligations, less current portion . . $ 1,280,028 $ 743,563 $ 1,138,720 $ 837,370 1,472,349 2,786 2,806,755 385,132 2,327,382 350,969 2,101,605 252,487 (1) Fiscal year 2009 and 2008 amounts include the operating results of SEZ from the acquisition date of March 11, 2008. The acquisition was accounted for as a business combination in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”. See Note 15 of Notes to Consolidated Financial Statements for additional information. (2) A combination of factors, including the current economic environment, a sustained decline in our market valuation and a decline in our operating results were indicators of possible impairment of our goodwill. We conducted an analysis and concluded, in accordance with Statement of Financial Accounting Standards Number 142, “Goodwill and Other Intangible Assets”, that the fair value of our Clean Product Group had been reduced below its carrying value. As a result, we recorded a non-cash goodwill impairment charge of approximately $96.3 million during fiscal year 2009. (3) Restructuring charges and asset impairments, exclude restructuring charges included in cost of goods sold and reflected in gross margin of $21.0 million and $12.6 million for fiscal years 2009 and 2008, respectively. Restructuring amounts included in cost of goods sold and reflected in gross margin during fiscal year 2009 primarily relate to the Company’s alignment of its cost structure with the outlook for the current economic environment and future business opportunities. The restructuring amounts in fiscal year 2008 primarily relate to the integration of SEZ. Fiscal year 2005 restructuring charges consist only of additional liabilities related to prior restructuring plans. (4) 409A expense excludes the expense included in cost of goods sold and reflected in gross margin of $6.4 million during fiscal year 2008. Following a voluntary independent review of its historical stock option granting process, the Company considered whether Section 409A of the Internal Revenue Code of 1986, as amended (“IRC”), and similar provisions of state law, apply to certain stock option grants as to which, under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” intrinsic value was deemed to exist at the time of the options’ measurement dates. If, under applicable tax principles, an employee stock option is not considered as granted with an exercise price equal to the fair market value of the underlying stock on the grant date, then the optionee may be subject to federal and state penalty taxes under Section 409A (collectively, “Section 409A liabilities”). On March 30, 2008, the 22 Board of Directors authorized the Company (i) to assume potential Section 409A Liabilities, inclusive of applicable penalties and interest, of current and past employees arising from the exercise in 2006 or 2007 of Company stock options that vested after 2004, and (ii) if necessary, to compensate such employees for additional tax liability associated with that assumption. The Company is presently engaged in discussions with the Internal Revenue Service regarding the application of Section 409A to Company stock options. (5) Operating income (loss) during the fiscal years ended June 28, 2009, June 29, 2008, June 24, 2007 and June 25, 2006 includes $53.0 million, $42.5 million, $35.6 million and $24.0 million, respectively, of equity- based compensation expense as a result of the adoption of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” at the beginning of fiscal year 2006. UNAUDITED SELECTED QUARTERLY FINANCIAL DATA Stock and Dividend Information: QUARTERLY FISCAL YEAR 2009: Total revenue . . . . . . . . . . . . . . . . . . . . . . Restructuring and asset impairments — cost of goods sold. . . . . . . . . . . . . . . . Gross margin . . . . . . . . . . . . . . . . . . . . . . Goodwill impairment — operating expenses. . . . . . . . . . . . . . . Restructuring and asset impairments — operating expenses. . . . . . . . . . . . . . . 409A expense — operating expenses . . . Legal judgment — operating expenses . . Operating income . . . . . . . . . . . . . . . . . . Net income. . . . . . . . . . . . . . . . . . . . . . . . Net income per share Basic . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . Price range per share . . . . . . . . . . . . . . . . Number of shares used in per share calculations: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . Three Months Ended (1) June 28, 2009 (2) March 29, 2009 (2) December 28, 2008 (2) September 28, 2008 (2) (in thousands, except per share data) $217,764 $174,412 $283,409 $440,361 — 67,757 7,179 5,396 982 4,647 (65,186) (88,490) 10,217 36,515 89,076 13,028 646 — (195,184) (198,359) 7,728 101,352 — 10,121 843 — (37,392) (24,172) 3,048 183,110 — 15,968 761 — 16,519 8,873 $ (0.70) $ (0.70) $22.01-$29.23 $ (1.58) $ (1.58) $18.24-$25.47 $ (0.19) $ (0.19) $14.72-$31.98 $ 0.07 $ 0.07 $30.00-$40.42 126,273 126,273 125,566 125,566 125,084 125,084 125,527 126,819 23 QUARTERLY FISCAL YEAR 2008: Total revenue . . . . . . . . . . . . . . . . . . . . . . Restructuring and asset impairments — cost of goods sold. . . . . . . . . . . . . . . . 409A expense — cost of goods sold . . . . Gross margin . . . . . . . . . . . . . . . . . . . . . . Restructuring and asset impairments — operating expenses. . . . . . . . . . . . . . . 409A expense — operating expenses . . . In-process research and development — operating expenses. . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . Net income. . . . . . . . . . . . . . . . . . . . . . . . Net income per share Basic . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . Price range per share . . . . . . . . . . . . . . . . Number of shares used in per share calculations: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . Three Months Ended (1) June 29, 2008 (2) March 30, 2008 (2) December 23, 2007 September 23, 2007 (in thousands, except per share data) $566,160 $613,810 $610,320 $684,621 12,610 — 234,650 6,366 710 — 63,928 72,178 — 6,401 287,208 — 43,784 2,074 86,283 103,524 — — 307,661 — — — 161,334 115,059 — — 343,887 — — — 197,886 148,588 $ 0.58 $ 0.57 $35.98-$44.73 $ 0.83 $ 0.82 $36.15-$46.19 $ 0.92 $ 0.91 $42.67-$57.66 $ 1.20 $ 1.18 $49.48-$60.82 125,046 126,657 124,768 126,549 124,685 126,653 124,057 126,358 (1) Our reporting period is a 52/53-week fiscal year. The fiscal years ended June 28, 2009 and June 29, 2008 included 52 and 53 weeks, respectively. The quarter ended March 30, 2008 included 14 weeks while all other quarters presented above included 13 weeks. (2) Includes the operating results of SEZ from the acquisition date of March 11, 2008. The acquisition was accounted for as a business combination in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”. Please see Note 15 “Acquisitions” of Note to Consolidated Financial Statements for additional information. Our Common Stock is traded on the Nasdaq Global Select Market under the symbol LRCX. The price range per share is the highest and lowest bid prices, as reported by The NASDAQ Stock Market, Inc., on any and all trading days during the respective quarter. As of August 20, 2009 we had 371 stockholders of record. In fiscal years 2009 and 2008 we did not declare or pay cash dividends to our stockholders. We currently have no plans to declare or pay cash dividends. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion of our financial condition and results of operations contains forward-looking statements, which are subject to risks, uncertainties and changes in condition, significance, value and effect. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including but not limited to those discussed in “Risk Factors” and elsewhere in this 2009 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 2009 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, prices for semiconductors, customer capacity requirements, and our ability to develop, acquire, and market competitive products. For these and other reasons, our results of operations for fiscal years 2009, 2008, and 2007 may not necessarily be indicative of future operating results. 24 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 2009 Form 10-K. MD&A consists of the following sections: Executive Summary provides a summary of the key highlights of our results of operations and our management’s assessment of material trends and uncertainties relevant to our business Results of Operations provides an analysis of operating results Critical Accounting Policies and Estimates discusses accounting policies that reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements Liquidity and Capital Resources provides an analysis of cash flows, contractual obligations and financial position Executive Summary We design, manufacture, market, and service semiconductor processing equipment used in the fabrication of integrated circuits and are recognized as a major provider of such equipment to the worldwide semiconductor industry. Semiconductor wafers are subjected to a complex series of process and preparation steps that result in the simultaneous creation of many individual integrated circuits. We leverage our expertise in these areas to develop integrated and standalone processing solutions which typically benefit our customers through reduced cost, lower defect rates, enhanced yields, or faster processing time as well as by facilitating their ability to meet more stringent performance and design standards. The demand for semiconductor manufacturing equipment is cyclical and dependent on overall world economic conditions. Recent adverse conditions in the global economy have significantly reduced customer demand for our products. While our ability to predict the demand for wafer fabrication equipment in the future is limited, we believe that, over the long term, demand for our products will increase as customers’ capital expenditures increase to meet demand for semiconductor devices. However, our visibility for shipment volumes over the next few quarters remains very limited and, as a result, we remain cautious about forecasting any significant resumption in equipment spending in the near term. The following summarizes certain key annual financial information for the periods indicated below (in thousands, except percentages and per share amounts): Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross margin as a percent of total revenue . . . . . . . . Net income/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted net income (loss) per share . . . . . . . . . . . . . . June 28, 2009 Year Ended June 29, 2008 June 24, 2007 (in thousands, except per share data and percentages) $ 2,566,576 $ 2,474,911 $1,115,946 1,305,054 1,173,406 388,734 34.8% 47.4% 50.8% (302,148) (2.41) $ 439,349 3.47 $ 685,816 4.85 $ Fiscal year 2009 results compared with fiscal year 2008 results reflect declines in customer demand, consistent with the deterioration in the general economic outlook and, specifically, the downturn in the semiconductor industry which has been impacted by a decline in consumer spending for electronic goods. Fiscal year 2009 shipments were approximately $1.0 billion and decreased 59% compared to fiscal year 2008. Fiscal year 2009 revenues decreased 55% compared to fiscal year 2008. Gross margin as a percent of revenue was 34.8% for fiscal year 2009 and decreased sequentially compared to fiscal year 2008 gross margin of 47.4%. This reduction was primarily due to customer concentration, product mix, and decreased factory and field utilization as a result of reduced shipment volumes on declining customer demand, partially offset by favorable warranty performance. Included in gross margin were charges for restructuring and asset impairments of $21.0 million and $12.6 million in fiscal years 2009 and 2008, respectively. 25 Fiscal year 2009 operating expenses include goodwill impairment of $96.3 million, restructuring and asset impairments of $44.5 million, a legal judgment of $4.6 million, and $3.2 million of expenses associated with the assumption of Section 409A employee liabilities. Fiscal year 2008 operating expenses include the assumption of Section 409A employee liabilities of $44.5 million and $6.4 million of restructuring and asset impairments. We continue to invest significantly in research and development focused on leading-edge plasma etch, single-wafer clean, and other new products and technologies. Although there are near-term pressures on business from declining customer demand, we are targeting the longer term benefits of our product development activities. These factors, along with decreasing revenues and lower gross margins noted above, contributed to the fiscal year 2009 operating loss of 25.2% compared to fiscal year 2008 operating margin of 20.6%. In both the etch and clean markets, we believe there are opportunities for market share expansion as we have placed a significant number of joint development projects and evaluation units at our customers’ locations to enable penetration of new applications while defending and growing our existing market share. We anticipate that while there are opportunities to add to our leading etch market share position, significant market share growth opportunities will be in single-wafer clean. We intend to increase the penetration of various applications at our existing single wafer clean customers, as well as at customers who will be introducing single wafer cleaners into their fabs. Our key positions of strength in single-wafer clean have historically been in the back-end-of-line foundry and logic markets, and spending for new equipment in those markets has recently been low, resulting in temporarily exacerbated reductions in revenue and market share for our equipment. When new capacity is added in the foundry and logic markets, we expect our market share will increase with our current tool of record positions. Due to the current high volume of idled capacity potentially requiring remanufacture and upgrade, we anticipate that installed base upgrade and conversion activity will represent a meaningful revenue opportunity for us over the next few years. This opportunity is particularly substantial in etch, where new technology capability is typically required to meet leading edge requirements at the next technology node. We recently established our Reliant™ System Business in order to increase our focus on and capabilities in the refurbishment and upgrades business opportunities that we expect in etch. We have also recently added clean refurbishment and upgrades capabilities in order to support our customers’ needs in respect of the installed base of single wafer cleaners. In today’s etch market, our customers have idled equipment available for refurbishment or upgrade that has temporarily reduced the total demand for new equipment purchases at the leading edge. This is particularly the case at our memory customers. Once demand accelerates and capacity utilization rises, we anticipate that our customers’ requirements for refurbishment or upgrade will diminish and most leading edge wafer start additions will be filled by new equipment. Some older installed base tools cannot be refurbished or upgraded for reuse on the leading edge, but they can be utilized in trailing edge foundries where 300-millimeter tool sets are needed. We intend to be very active in the used 300-millimeter tool set market as it develops in the coming quarters. In this period of reduced customer spending, we have continued to make major investments in product portfolios, as we believe they represent a significant growth opportunity when the upturn comes. We do, however, remain focused on balancing the need to invest in next generation technologies with carefully managing the cash expenditures of the Company. 26 Results of Operations Shipments and Backlog Shipments (in millions) . . . . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended June 28, 2009 $976 June 29, 2008 $2,367 16% 11% 12% 20% 21% 20% 16% 9% 13% 20% 22% 20% Shipments for the fiscal year 2009 decreased sequentially by 59% reflecting the industry and economic environment noted above. During fiscal year 2009, 300 millimeter applications represented approximately 90% of total systems shipments and 87% of total systems shipments were for applications at less than or equal to the 65 nanometer technology node. We classify systems shipments market segmentation for fiscal year 2009 as Memory at approximately 58%, Integrated Device Manufacturers and Logic at 21% and Foundry at 21%. Unshipped orders in backlog as of June 28, 2009 were approximately $391 million and decreased from approximately $410 million as of June 29, 2008 consistent with reduced spending commitments from our customers. The basis for recording new orders is defined in our backlog policy. Please refer to “Backlog” in Part I Item 1, “Business” of this 2009 Form 10-K for additional information on 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 provisions 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. Revenue Revenue (in thousands) . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 Year Ended June 29, 2008 June 24, 2007 $ 1,115,946 $ 2,474,911 $ 2,566,576 15% 11% 13% 19% 21% 21% 17% 10% 13% 20% 22% 18% 16% 9% 18% 22% 21% 14% The sequential revenue decline during fiscal year 2009 reflects the industry and economic environments noted above. Our revenue levels are correlated to the amount of shipments and our installation and acceptance timelines. The overall Asia region continues 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 this region. Our deferred revenue balance decreased to $64.7 million as of June 28, 2009 compared to $193.6 million as of June 29, 2008, consistent with the decline in customer spending levels during fiscal year 2009. Our deferred revenue balance does not include shipments to Japanese customers, to whom title does not transfer until customer acceptance. Shipments to Japanese customers are classified as inventory at cost until the time of acceptance. The anticipated future revenue value from shipments to Japanese customers was approximately $13 million as of June 28, 2009 compared to $52 million as of June 29, 2008. 27 Gross Margin Gross Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percent of total revenue . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 Year Ended June 29, 2008 June 24, 2007 (in thousands, except percentages) $ 1,173,406 $ 1,305,054 $388,734 34.8% 47.4% 50.8% Gross margin as a percent of revenue during fiscal year 2009 was 34.8%. The decrease in gross margin as a percent of revenue for fiscal year 2009 compared with fiscal year 2008 was primarily due to decreased factory and field utilization as a result of reduced shipment volumes on declining customer demand, changes in our product mix, customer concentration, and $21.0 million of one-time restructuring and asset impairment expenses, partially offset by favorable warranty performance. The decrease in gross margin as a percent of revenue for fiscal year 2008 compared with fiscal year 2007 was primarily due to decreased factory utilization as a result of reduced shipment volumes, as well as customer concentration and product mix challenges, $12.6 million of one- time restructuring and asset impairment expenses related to the streamlining of our combined Clean Product Group following the acquisition of SEZ, and $6.4 million of expense associated with the assumption of the employee tax liabilities as a result of the determinations from our voluntary independent stock option review. Research and Development June 28, 2009 Year Ended June 29, 2008 June 24, 2007 Research & Development (R&D) . . . . . . . . . . . . . . . . Percent of total revenue . . . . . . . . . . . . . . . . . . . . . . . (in thousands, except percentages) $323,759 $288,269 $285,348 25.8% 13.1% 11.1% We continue to make significant investments in R&D focused on plasma etch, single wafer clean and new products. The decline in R&D spending during fiscal year 2009 compared to fiscal year 2008, includes approximately $8 million of lower salary and benefits related to cost savings measures, $11 million in lower other employee compensation on lower profits and a $26 million decrease in outside services and supplies, partially offset by $5 million in depreciation and amortization mainly related to the inclusion of SEZ. Approximately 91% and 74% of fiscal years 2009 and 2008 systems revenues, respectively, were derived from products introduced over the previous two years, which is reflective of our continued investment in new products and technologies. The growth in R&D spending during fiscal year 2008 compared to fiscal year 2007 included approximately $22 million in salary and benefits costs for increases in headcount and employee base compensation, $9 million in engineering material supplies and outside services targeting etch and new product growth objectives, the inclusion of SEZ operations for approximately four months of fiscal year 2008, and a $3 million decrease in incentive-based compensation driven by reduced profit levels. Selling, General and Administrative June 28, 2009 Year Ended June 29, 2008 June 24, 2007 Selling, General & Administrative (SG&A) . . . . . . . Percent of total revenue . . . . . . . . . . . . . . . . . . . . . . . (in thousands, except percentages) $287,282 $233,061 $241,046 20.9% 11.6% 9.4% The decrease in SG&A expenses during fiscal year 2009 compared to fiscal year 2008 was driven by reductions of approximately $34 million in other employee compensation as a result of lower company profitability and $7 million in salaries and benefits related to cost savings measures, $19 million in cost incurred 28 as a result of the voluntary stock option reviews completed in fiscal year 2008, and $5 million in outside services and supplies, partially offset by a $7 million charge to increase the reserves against our receivables balance for distressed customers. The increase in SG&A expenses during fiscal year 2008 compared to fiscal year 2007 was driven by increases of approximately $24 million in salary and benefits costs for increases in headcount, $19 million in legal and accounting cost incurred as a result of the voluntary stock option review, the inclusion of SEZ operations for approximately four months, and $3 million in equity-based compensation partially offset by a decrease of $5 million in incentive-based compensation triggered by lower profit levels. Goodwill Impairment A combination of factors, including the current economic environment, a sustained decline in our market valuation and a decline in our operating results were indicators of possible impairment of our goodwill. We performed an impairment analysis and concluded, in accordance with Statement of Financial Accounting Standards Number 142, “Goodwill and Other Intangible Assets”, that the fair value of our Clean Product Group has been reduced below its carrying value. As a result, we recorded a non-cash goodwill impairment charge of approximately $96.3 million during fiscal year 2009. The calculation of the goodwill impairment charge is based on estimates of future operating results. If our future operating results do not meet current forecasts or if we experience a sustained decline in our market capitalization that is determined to be indicative of a reduction in fair value of our Clean Product Group, an additional impairment analysis may be required which may result in further impairment charges. Restructuring and Asset Impairments During the June 2008 quarter, we incurred expenses for restructuring and asset impairment charges related to the integration of SEZ and overall streamlining of our combined Clean Product Group (“June 2008 Plan”). We incurred additional expenses under the June 2008 Plan during the quarter ended September 28, 2008. The charges during the June 2008 quarter included severance and related benefits costs, excess facilities-related costs and certain asset impairments associated with our initial product line integration road maps. The charges during the September 2008 quarter primarily included severance and related benefits costs and certain asset impairments associated with our product line integration road maps. During the December 2008 quarter, we incurred expenses for restructuring and asset impairment charges designed to better align our cost structure with our business opportunities in consideration of market and economic uncertainties (“December 2008 Plan”). The charges during the December 2008 quarter consisted primarily of severance and related benefits costs as well as certain facilities related costs and asset impairments. During the March 2009 quarter, we incurred expenses for restructuring and asset impairment charges designed to align our cost structure with our outlook for the current economic environment and future business opportunities (“March 2009 Plan”). The charges during the March 2009 quarter consisted primarily of severance and related benefits costs as well as certain facilities related costs and asset impairments. We incurred additional expenses under the March 2009 Plan during the quarter ended June 28, 2009. The charges during the June 2009 quarter consisted primarily of severance and related benefits costs as well as certain facilities related costs and asset impairments. Prior to the end of each quarter noted above, we initiated the announced restructuring activities and management, with the proper level of authority, approved specific actions under the June 2008 Plan, the December 2008 Plan, and the March 2009 Plan. Severance packages to affected employees were communicated in enough detail such that the employees could determine their type and amount of benefit. The termination of the affected employees occurred as soon as practical after the restructuring plans were announced. The amount of remaining future lease payments for facilities we ceased to use and included in the restructuring charges is based on management’s estimates using known prevailing real estate market conditions at that time based, in part, on the opinions of independent real estate experts. Leasehold improvements relating to the vacated buildings were written off, as these items will have no future economic benefit to the Company and have been abandoned. 29 We distinguish regular operating cost management activities from restructuring activities. Accounting for restructuring activities requires an evaluation of formally committed and approved plans. Restructuring activities have comparatively greater strategic significance and materiality and may involve exit activities, whereas regular cost containment activities are more tactical in nature and are rarely characterized by formal and integrated action plans or exiting a particular product, facility, or service. We recorded net restructuring charges and asset impairments during fiscal year 2009 of approximately $65.5 million, consisting of severance and benefits for involuntarily terminated employees of $52.0 million, charges for the write-off of certain assets totaling $10.2 million, and charges for the present value of remaining lease payments, net of sublease income, on vacated facilities of $3.3 million. Of the total $65.5 million in charges, $21.0 million was recorded in cost of goods sold and $44.5 million was recorded in operating expenses in our fiscal year 2009 consolidated statement of operations. We recorded net restructuring charges and asset impairments during fiscal year 2008 of approximately $19.0 million, consisting of severance and benefits for involuntarily terminated employees of $5.5 million, charges for the present value of remaining lease payments, net of sublease income, on vacated facilities of $0.9 million, the write-off of related fixed assets of $1.9 million, and asset impairments related to initial product line integration road maps of $10.7 million. Of the total $19.0 million in charges, $12.6 million was recorded in cost of goods sold and $6.4 million was recorded in operating expenses in our fiscal year 2008 consolidated statement of operations. As a result of the June 2008, September 2008, December 2008, March 2009, and June 2009 quarters’ restructuring activities, we expect annual savings in total expenses, relative to the cost structure immediately preceding the activities, of approximately $179 million to $189 million. The estimated savings from the June 2008, December 2008, and March 2009 Plans’ discrete actions are primarily related to lower employee payroll, facilities, and depreciation expenses. Actual savings may vary from these forecasts, depending upon future events and circumstances. Below is a table summarizing activity relating to the June 2008 Plan: Fiscal year 2008 expense . . . . . . . . . . . . . . Cash payments . . . . . . . . . . . . . . . . . . . . . . Non-cash charges . . . . . . . . . . . . . . . . . . . . Balance at June 29, 2008 . . . . . . . . . . . . . . Fiscal year 2009 expense . . . . . . . . . . . . . . Cash payments . . . . . . . . . . . . . . . . . . . . . . Non-cash charges . . . . . . . . . . . . . . . . . . . . Balance at June 28, 2009 . . . . . . . . . . . . . . Severance and Benefits $ $ 5,513 (927) — 4,586 12,554 (13,155) (3,418) 567 Facilities $ 899 — — 899 — (873) — $ 26 Abandoned Assets (in thousands) $ 1,893 — (1,893) — 3,395 — (3,395) $ — Inventory Total $ 10,671 — (10,671) — 3,067 — (3,067) — $ $ 18,976 (927) (12,564) 5,485 19,016 (14,028) (9,880) 593 $ Below is a table summarizing activity relating to the December 2008 Plan: Severance and Benefits Fiscal year 2009 expense . . . . . . . . . . . . . . Cash payments . . . . . . . . . . . . . . . . . . . . . . Non-cash charges . . . . . . . . . . . . . . . . . . . . Balance at June 28, 2009 . . . . . . . . . . . . . . $ 16,412 (15,728) — 684 $ Facilities $ 618 — (618) $ — Abandoned Assets (in thousands) $ — — — $ — Inventory Total $ 819 — (819) $ — $ 17,849 (15,728) (1,437) 684 $ 30 Below is a table summarizing activity relating to the March 2009 Plan: Fiscal year 2009 expense . . . . . . . . . . . . . . . Cash payments . . . . . . . . . . . . . . . . . . . . . . . Non-cash charges . . . . . . . . . . . . . . . . . . . . . Balance at June 28, 2009 . . . . . . . . . . . . . . . Severance and Benefits $ 23,038 (18,647) (466) $ 3,925 Facilities $ 2,265 (1,828) — 437 $ Abandoned Assets (in thousands) $ 3,008 — (3,008) $ — Inventory Total $ 330 — (330) $ — $ 28,641 (20,475) (3,804) $ 4,362 The severance and benefits-related balance is anticipated to be paid by the end of fiscal year 2010. The facilities balance consists primarily of lease payments, net of sublease income, on vacated buildings and is expected to be paid by the end of fiscal year 2015. 409A Expense Following the voluntary independent review of our historical option grant process, we considered whether Section 409A of the Internal Revenue Code and similar provisions of state law would apply to stock options that were found, under APB No. 25, to have intrinsic value at the time of their respective measurement dates. If a stock option is not considered as issued with an exercise price of at least the fair market value of the underlying stock, it may be subject to penalty taxes under Section 409A and similar provisions of state law. In such a case, such taxes may be assessed not only on the intrinsic value increase, but on the entire stock option gain as measured at various times. On March 30, 2008, our Board of Directors authorized us to assume potential tax liabilities of certain employees, including our Chief Executive Officer and certain executive officers, relating to options that might be subject to Section 409A and similar provisions of state law. Those liabilities totaled $50.9 million; $44.5 million was recorded in operating expenses and $6.4 million in cost of goods sold in our consolidated statements of operations for fiscal year 2008. We incurred $3.2 million of expense during fiscal year 2009 consisting of interest and legal fees. We are presently discussing with the Internal Revenue Service the application of Section 409A to Company stock options. The determinations from the voluntary independent stock option review are more fully described in Note 3, “Restatement of Consolidated Financial Statements” to Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our 2007 Form 10-K. Legal Judgment Aspect Systems, Inc. (“Aspect”) sued us for breach of contract and various business torts arising out of a transaction in which we licensed Aspect to sell certain of our legacy Autoetch and Drytek products. The case went to trial in the United States District Court for the District of Arizona in December of 2008, resulting in a jury verdict in favor of Aspect. We filed an appeal from the ensuing judgment, which is now pending. We recorded the amount of the legal judgment of $4.6 million in our consolidated statement of operations for the year ended June 28, 2009. Other Income (Expense), Net Other income (expense), net, consisted of the following: June 28, 2009 $24,283 (6,497) 922 — (558) $18,150 Year Ended June 29, 2008 (in thousands) $ 51,194 (12,674) 31,070 — (2,045) $ 67,545 June 24, 2007 $ 71,666 (17,817) (1,512) 15,834 892 $ 69,063 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gains (losses) . . . . . . . . . . . . . . . . . Favorable legal judgment . . . . . . . . . . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 The decrease in interest income during fiscal year 2009 compared with fiscal year 2008 is primarily due to a decrease in our average balances of cash, cash equivalents, short-term investments, and restricted cash and investments throughout fiscal year 2009 and, to a lesser extent, decreases in interest rate yields. The decrease in average balances was primarily related to payment of the outstanding principal balance of $250.0 million of our existing long-term debt with ABN AMRO Bank N.C. (“ABN AMRO”) during fiscal year 2009. The sequential decrease in interest income during fiscal year 2008 as compared with fiscal year 2007 is primarily related to decreases in average balances of cash, cash equivalents and short-term investments, primarily driven by the acquisition of SEZ. The decrease in interest expense during fiscal year 2009 as compared with the prior year was due to our $250.0 million loan payment to ABN AMRO and to a lesser extent, decreases in interest rate yields. The sequential decrease in interest expense in fiscal year 2008 as compared with fiscal year 2007 is primarily related to the $100 million repayment on our long-term debt during fiscal year 2007 and a decline in interest rates. Foreign exchanges gains in fiscal year 2009 are due to forecast variances and are related to un-hedged portions of the balance sheet exposures, primarily in the Japanese yen, Taiwanese dollar and Euro and were partially offset by $4.0 million of deferred net losses, net of tax, associated with ineffectiveness related to forecasted transactions that were no longer considered probable of occurring and were recognized in “Other income (expense), net” in the Company’s Consolidated Statements of Operations during the twelve months ended June 28, 2009. Included in foreign exchange gains during fiscal year 2008 are gains associated with the acquisition of SEZ of $42.7 million relating primarily to the settlement of a hedge of the Swiss franc. These acquisition- related net foreign exchange gains were partially offset by other foreign exchange losses of approximately $11.6 million during fiscal year 2008 which were primarily due to our foreign currency denominated liabilities with non-U.S. dollar functional subsidiaries where the U.S. dollar weakened against certain currencies, primarily the Euro and Taiwan dollar resulting in the foreign exchange loss. In fiscal year 2009, we implemented a balance sheet hedging program to manage Swiss franc, Euro and Taiwanese dollar foreign currency exchange rate fluctuations and the impact of those fluctuations on our Consolidated Statements of Operations. These exposures are related to the net intercompany liability positions in these currencies. A description of our exposure to foreign currency exchange rates can be found in the Risk Factors section of this 2009 Form 10-K under the heading “Our Future Success Depends on International Sales and Management of Global Operations.” The favorable legal judgment of $15.8 million during fiscal year 2007 was obtained in a lawsuit filed by us alleging breach of purchase order contracts by one of our customers. The Supreme Court of California denied review of lower and appellate court judgments in our favor during the quarter ended September 24, 2006. Income Tax Expense Our annual income tax expense was $39.1 million, $137.6 million, and $161.9 million in fiscal years 2009, 2008, and 2007, respectively. Our effective tax rate for fiscal years 2009, 2008, and 2007 was (14.8%), 23.9%, and 19.1%, respectively. The decrease in the effective tax rate in fiscal year 2009 is primarily due to the Company’s loss position. In fiscal year 2009 there were certain events that resulted in a net tax expense. These events included favorable adjustments for previously estimated tax liabilities upon the filing of our U.S. and certain foreign income tax returns and the R&D credit reinstatement offset by tax expense for a change in California law, and a valuation allowance placed on certain foreign deferred tax assets. The fiscal year 2008 effective tax rate was 23.9%, compared to the fiscal year 2007 effective tax rate of 19.1%. The increase in the effective tax rate in fiscal year 2008 is primarily due to the application of certain foreign tax rulings, a decrease in the proportion of income in low tax jurisdictions, as well as the expiration of the federal research tax credit which expired on December 31, 2007. The increase was partially offset by certain events resulting in a net tax benefit of $11.6 million. These events included favorable adjustments for previously estimated tax liabilities upon the filing of our U.S. and certain foreign income tax returns, and the reversal of tax reserves with respect to certain transfer pricing items now settled. 32 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 $157.0 million and $173.0 million at the end of fiscal years 2009 and 2008, respectively. These gross deferred tax assets were offset by deferred tax liabilities of $41.9 million and $53.1 million at the end of fiscal years 2009 and 2008, respectively, and a valuation allowance of $35.5 million and $3.4 million at the end of fiscal years 2009 and 2008, respectively. 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. Our current valuation allowance of $35.5 million relates to certain California and foreign deferred tax assets and our fiscal year 2008’s valuation allowance of $3.4 million relates to certain foreign deferred tax assets. As part of the valuation allowance recorded in fiscal year 2009, we recorded a valuation allowance on certain California deferred tax assets reflecting the potential impacts of the new California law related to the repeal of the cost of performance sales factor sourcing rule and the single sales factor apportionment election (both passed February 20, 2009, effective for years beginning on or after January 1, 2011). In addition, we recorded a valuation allowance against certain foreign deferred tax assets for which management believes it is not more likely than not to be realized. We evaluate the realizability of the deferred tax assets quarterly and will continue to assess the need for additional valuation allowances, if any. FIN 48 In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income Taxes (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on de- recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. On June 25, 2007, upon adoption of FIN 48, the cumulative effect of applying FIN 48 was reported as an increase of the beginning balance of retained earnings of approximately $17.6 million. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain judgments, estimates and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We based our estimates and assumptions on historical experience and on various other assumptions believed to be applicable and evaluate them on an ongoing basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates. 33 The significant accounting policies used in the preparation of our financial statements are described in Note 2 of our Consolidated Financial Statements. Some of these significant accounting policies are considered to be critical accounting policies. A critical accounting policy is defined as one that has both a material impact on our financial condition and results of operations and requires us to make difficult, complex and/or subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain. We believe that the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements. Revenue Recognition: We recognize 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 we have completed our system installation obligations, received customer acceptance or are otherwise released from our installation or customer acceptance obligations. In the event that terms of the sale provide for a lapsing customer acceptance period, we recognize 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, we recognize 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 we receive customer acceptance or are otherwise released from our 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 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 generally approximate actual costs on a first-in, first-out basis. We maintain a perpetual inventory system and continuously record the quantity on-hand and standard cost for each product, including purchased components, subassemblies, and finished goods. We maintain the integrity of perpetual inventory records through periodic physical counts of quantities on hand. Finished goods are reported as inventories until the point of title transfer to the customer. Generally, title transfer is documented in the terms of sale. When the terms of sale do not specify title transfer, 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 the time of customer acceptance. Standard costs are reassessed as needed but annually at a minimum, and reflect achievable acquisition costs. Acquisition costs are generally based on the most recent vendor contract prices for purchased parts, normalized assembly and test labor utilization levels, methods of manufacturing, and overhead for internally manufactured products. Manufacturing labor and overhead costs are attributed to individual product standard costs at a level planned to absorb spending at average utilization volumes. All intercompany profits related to the sales and purchases of inventory between our legal entities are eliminated from our consolidated financial statements. Management evaluates the need to record adjustments for impairment of inventory at least quarterly. Our policy is to assess the valuation of all inventories including manufacturing raw materials, work-in- process, finished goods, and spare parts in each reporting period. Obsolete inventory or inventory in excess of management’s estimated usage requirements over the next 12 to 36 months is written down to its estimated market value if less than cost. Estimates of market value include, but are not limited to, management’s forecasts related to our future manufacturing schedules, customer demand, technological and/or market obsolescence, general semiconductor market conditions, and possible alternative uses. 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. 34 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 generally run for a period of 12 months from system acceptance. When appropriate, we record a provision for estimated warranty expenses to cost of sales for each system upon revenue recognition. The amount recorded is based on an analysis of historical activity which uses factors such as type of system, customer, geographic region, and any known factors such as tool reliability trends. All actual or estimated parts and labor costs incurred in subsequent periods are charged to those established reserves on a system-by-system basis. Actual warranty expenses are accounted for on a system-by-system basis, and may differ from our original estimates. While we periodically monitor the performance and cost of warranty activities, if actual costs incurred are different than our estimates, we may recognize adjustments to provisions in the period in which those differences arise or are identified. We do not maintain general or unspecified reserves; all warranty reserves are related to specific systems. In addition to the provision of standard warranties, we offer customer-paid extended warranty services. Revenues for extended maintenance and warranty services with a fixed payment amount are recognized on a straight-line basis over the term of the contract. Related costs are recorded either as incurred or when related liabilities are determined to be probable and estimable. Equity-based Compensation — Employee Stock Purchase Plan and Employee Stock Plans: We account for our employee stock purchase plan (“ESPP”) and other stock plans under the provisions of Statement of Financial Accounting Standards No. 123R (“SFAS No. 123R”). SFAS No. 123R requires the recognition of the fair value of equity-based compensation in net income. The fair value of our restricted stock units was calculated based upon the fair market value of Company stock at the date of grant. The fair value of our stock options and ESPP awards was estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections in adopting and implementing SFAS No. 123R, including expected stock price volatility and the estimated life of each award. The fair value of equity- based awards is amortized over the vesting period of the award and we have elected to use the straight-line method for awards granted after the adoption of SFAS No. 123R and continue to use a graded vesting method for awards granted prior to the adoption of SFAS No. 123R. We make quarterly assessments of the adequacy of our tax credit pool related to equity-based compensation to determine if there are any deficiencies that require recognition in our consolidated statements of operations. As a result of the adoption of SFAS No. 123R, we will only recognize a benefit from stock-based compensation in paid-in-capital if an incremental tax benefit is realized after all other tax attributes currently available to us have been utilized. In addition, we have elected to account for the indirect benefits of stock-based compensation on the research tax credit through the income statement (continuing operations) rather than through paid-in- capital. We have also elected to net deferred tax assets and the associated valuation allowance related to net operating loss and tax credit carryforwards for the accumulated stock award tax benefits determined under Accounting Principles Board No. 25 for income tax footnote disclosure purposes. We will track these stock award attributes separately and will only recognize these attributes through paid-in-capital in accordance with Footnote 82 of SFAS No. 123R. Income Taxes: Deferred income taxes reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. Realization of our net deferred tax assets is dependent on future taxable income. We believe it is more likely than not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time. In the event that we determine that we would not be able to realize all or part of our net deferred tax assets, an adjustment would be charged to earnings in the period such determination is made. Likewise, if we later determine that it is more likely than not that the deferred tax assets would be realized, then the previously provided valuation allowance would be reversed. We calculate our current and deferred tax provision based on estimates and assumptions that can differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified. 35 We provide for income taxes on the basis of annual estimated effective income tax rates. Our estimated effective income tax rate reflects our underlying profitability, the level of R&D spending, the regions where profits are recorded and the respective tax rates imposed. We carefully monitor these factors and adjust the effective income tax rate, if necessary. If actual results differ from estimates, we could be required to record an additional valuation allowance on deferred tax assets or adjust our effective income tax rate, which could have a material impact on our business, results of operations, and financial condition. In July 2006, the FASB issued FASB Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority. It provides guidance on the de-recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of disclosures associated with any recorded income tax uncertainties. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties relating to these uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. As a result of the implementation of FIN 48, we recognize liabilities for uncertain tax positions based on the two-step process prescribed within the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. Goodwill and Intangible Assets: We account for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 142 requires that goodwill and identifiable intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. We review goodwill at least annually for impairment. Should certain events or indicators of impairment occur between annual impairment tests, we would perform an impairment test of goodwill at that date. In testing for a potential impairment of goodwill, we: (1) allocate goodwill to our various reporting units to which the acquired goodwill relates; (2) estimate the fair value of our reporting units; and (3) determine the carrying value (book value) of those reporting units, as some of the assets and liabilities related to those reporting units are not held by those reporting units but by a corporate function. Furthermore, if the estimated fair value of a reporting unit is less than the carrying value, we must estimate the fair value of all identifiable assets and liabilities of that reporting unit, in a manner similar to a purchase price allocation for an acquired business. This can require independent valuations of certain internally generated and unrecognized intangible assets such as in-process research and development and developed technology. Only after this process is completed can the amount of goodwill impairment, if any, be determined. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. In estimating the fair value of a reporting unit for the purposes of our annual or periodic analyses, we make estimates and judgments about the future cash flows of that reporting 36 unit. Although our cash flow forecasts are based on assumptions that are consistent with our plans and estimates we are using to manage the underlying businesses, there is significant judgment involved in determining the cash flows attributable to a reporting unit. In addition, we make certain judgments about allocating shared assets to the estimated balance sheets of our reporting units. We also consider our and our competitor’s market capitalization on the date we perform the analysis. Changes in judgment on these assumptions and estimates could result in a goodwill impairment charge. The value assigned to intangible assets is based on estimates and judgments regarding expectations such as the success and life cycle of products and technology acquired. If actual product acceptance differs significantly from the estimates, we may be required to record an impairment charge to write down the asset to its realizable value. Recent Accounting Pronouncements On June 30, 2008, we adopted the required portions of Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (“SFAS No. 157”). There was no material impact to our consolidated financial statements from the adoption of SFAS No. 157. This Statement defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. SFAS No. 157 currently applies to all financial assets and liabilities, and nonfinancial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. In February 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. (“FSP”) 157-2, delaying the effective date of SFAS No. 157 for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value on a recurring basis. The delayed portions of SFAS No. 157 will be adopted by us beginning in our fiscal year ending June 27, 2010. In October 2008, the FASB issued FSP SFAS 157-3, “Determining the Fair Value of a Financial Asset in a Market That Is Not Active,” which clarifies the application of Statement 157 when the market for a financial asset is inactive. Specifically, FSP SFAS 157-3 clarifies how (1) management’s internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value. The guidance of FSP SFAS 157-3 is effective immediately and we adopted its provisions with respect to our financial assets and liabilities since September 28, 2008. The impact of adopting the non-delayed portions of SFAS No. 157 is more fully described in Note 4 of Notes to Consolidated Financial Statements. In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. This Statement was effective for us beginning June 30, 2008. We have not applied the fair value option to any items; therefore, the Statement did not have an impact on the consolidated financial statements. In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141R”). SFAS No. 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 will adopt SFAS No. 141R in the beginning of fiscal year 2010. The accounting treatment of tax benefits from acquired companies will change when SFAS No. 141R becomes effective. At such time, any changes to the tax benefits associated with the valuation allowance recorded in the SEZ acquisition will be recorded through income tax expense, where currently the accounting treatment would require any adjustment to be recognized through the purchase price as an adjustment to goodwill. In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB 51” (“SFAS No. 160”). SFAS 160 establishes accounting and reporting standards for the treatment of noncontrolling interests in a subsidiary. Noncontrolling interests in a subsidiary will be reported as a component of equity in the consolidated financial statements and any retained noncontrolling equity investment upon deconsolidation of a subsidiary is initially 37 measured at fair value. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The adoption of SFAS No. 160 will result in the reclassification of minority interests to stockholders’ equity. We expect to adopt SFAS No. 160 in the beginning of fiscal year 2010 and we do not believe the adoption of SFAS No. 160 will have a material impact on our results of operations or financial condition. On December 29, 2008, we adopted the provisions of Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — An Amendment of FASB Statement 133” (“SFAS No. 161”). There was no material impact to our consolidated financial statements from the adoption of SFAS No. 161 which requires expanded and enhanced disclosure for derivative instruments, including those used in hedging activities. See Note 4 of Notes to Consolidated Financial Statements for more information. In April 2008, the FASB issued FASB Staff Position Statement of Financial Accounting Standards 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP SFAS 142-3”). FSP SFAS 142-3 provides guidance with respect to estimating the useful lives of recognized intangible assets acquired on or after the effective date and requires additional disclosure related to the renewal or extension of the terms of recognized intangible assets. FSP SFAS 142-3 is effective for fiscal years and interim periods beginning after December 15, 2008. The adoption of FSP SFAS 142-3 did not have a material impact on our results of operations or financial condition. In April 2009, the FASB issued FSP SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” (“FSP SFAS 157-4”), which provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume and level of activity for the asset or liability have significantly decreased. This FSP re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept as defined in SFAS No. 157. This FSP clarifies and includes additional factors to consider in determining whether there has been a significant decrease in market activity for an asset or liability and provides additional clarification on estimating fair value when the market activity for an asset or liability has declined significantly. The scope of this FSP does not include assets and liabilities measured under level 1 inputs. FSP SFAS 157-4 is applied prospectively to all fair value measurements where appropriate and is effective for interim and annual periods ending after June 15, 2009. We adopted FSP SFAS 157-4 during the quarter ended June 28, 2009. The adoption did not have a material impact on our consolidated results of operations or financial condition. In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP SFAS 107-1 and APB 28-1”). FSP SFAS 107-1 and APB 28-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require publicly-traded companies, as defined in APB Opinion No. 28, “Interim Financial Reporting,” to provide disclosures on the fair value of financial instruments in interim financial statements. FSP SFAS 107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009. The adoption of FSP SFAS 107-1 and APB 28-1 will result in expanded disclosures but will not have a material impact on our consolidated results of operations or financial condition. In April 2009, the FASB issued FASB Staff Position Statement of Financial Accounting Standards 115-2 and 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP SFAS 115-2”). This FSP amends the requirements for the recognition and measurement of other-than-temporary impairments for debt securities by modifying the pre-existing “intent and ability” indicator. Under FSP SFAS 115-2, for impaired debt securities, an other-than-temporary impairment is triggered when there is an intent to sell the security, it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Additionally, FSP SFAS 115-2 changes the presentation of other-than-temporary impairments in the income statement for those impairments attributed to credit losses. FSP SFAS 115-2 is effective for interim and annual reporting periods ending after June 15, 2009. We adopted FSP SFAS 115-2 on March 30, 2009 and the adoption did not have a material impact on our consolidated results of operations or financial condition. See Note 4 of Notes to Consolidated Financial Statements for the disclosures required by FSP SFAS 115-2. In May 2009, the FASB issued Statement of Financial Accounting Standards Number 165, “Subsequent Events” (“SFAS No. 165”) which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 requires the disclosure of the date at which an entity has evaluated subsequent events and the basis for that date, 38 that is, whether the date represents the date the financial statements were issued or were available to be issued. The provisions of SFAS No. 165 are effective for interim and annual reporting periods ending after June 15, 2009. In accordance with SFAS No. 165, we evaluated subsequent events through August 26, 2009, the date of issuance of the consolidated financial statements. During the periods from June 28, 2009 to August 26, 2009, we did not have any material recognizable subsequent events. Liquidity and Capital Resources Total gross cash, cash equivalents, short-term investments, and restricted cash and investments balances were $757.8 million at the end of fiscal year 2009 compared to $1.2 billion at the end of fiscal year 2008. This decrease was primarily due to our payment of the outstanding principal balance of our long-term debt with ABN AMRO Bank N.V. of $250 million during fiscal year 2009, cash used for operations of $(78.1) million, and capital expenditures of $44.3 million. Cash Flows from Operating Activities Net cash used for operating activities of $(78.1) million during fiscal year 2009 consisted of (in millions): Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash charges: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . Equity-based compensation . . . . . . . . . . . . . . . . . . . . . . . Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring charges, net . . . . . . . . . . . . . . . . . . . . . . . . Net tax benefit on equity-based compensation plans . . . . . . Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in operating asset accounts. . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(302.1) 72.4 53.0 96.3 65.5 (8.0) 30.5 (95.1) 9.4 $ (78.1) Significant changes in operating asset and liability accounts included the following uses of cash: a decrease in accrued expenses and other liabilities of approximately $177.3 million primarily related to decreases in taxes payable, accrued compensation and installation and warranty liabilities. Additional uses of cash included decreases in accounts payable and deferred profit. All of these changes were primarily attributable to lower business volume. These uses of cash were partially offset by decreases in accounts receivable of $152.1 million, inventories of $46.1 million and prepaid expenses and other assets of $5.9 million, which were also primarily due to lower business volume. Cash Flows from Investing Activities Net cash provided by investing activities during fiscal year 2009 was $6.0 million which was primarily due to net sales/maturities of investments of $173.8 million, partially offset by a transfer of restricted cash and investments of $92.2 million, capital expenditures of $44.3 million and acquisitions of businesses of $19.5 million. Cash Flows from Financing Activities Net cash used for financing activities during fiscal year 2009 was $(260.8) million which was primarily due to principal payments on long-term debt and capital leases of $256.0 million, which included our payment of the outstanding principal balance of our long-term debt with ABN AMRO Bank N.V. of $250 million during fiscal year 2009. 39 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 28, 2009 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. Off-Balance Sheet Arrangements and Contractual Obligations We have certain obligations to make future payments under various contracts, some of which are recorded on our balance sheet and some of which are not. Obligations are recorded on our balance sheet in accordance with U.S. generally accepted accounting principles and include our long-term debt which is outlined in the following table and discussed below. Our off-balance sheet arrangements include contractual relationships and are presented as operating leases and purchase obligations in the table below. Our contractual cash obligations and commitments relating to these agreements, and our guarantees are included in the following table. The amounts in the table below exclude $103.0 million of liabilities under FIN 48 as we are unable to reasonably estimate the ultimate amount or time of settlement. See Note 14, “Income Taxes” of Notes to Consolidated Financial Statements for further discussion. Operating Leases Capital Leases Purchase Obligations Long-term Debt and Interest Expense Total (in thousands) Payments due by period: Less than 1 year . . . . . . . . . . . . . . . . . . . . . . 1-3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over 5 years . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,945 $ 1,940 3,788 14,053 3,560 16,276 12,252 145,917 $186,191 $21,540 $103,247 66,006 33,819 16,671 $219,743 $ 4,293 19,607 4,030 — $27,930 $119,425 103,454 57,685 174,840 $455,404 Operating Leases We lease most of our administrative, R&D and manufacturing facilities, regional sales/service offices and certain equipment under non-cancelable operating leases, which expire at various dates through fiscal year 2016. Certain of our facility leases for buildings located at our Fremont, California headquarters and certain other facility leases provide us with an option to extend the leases for additional periods or to purchase the facilities. Certain of our facility leases provide for periodic rent increases based on the general rate of inflation. Included in the Operating Leases Over 5 years section of the table above is $141.7 million in guaranteed residual values for lease agreements relating to certain properties at our Fremont, California campus and properties in Livermore, California. On December 18, 2007, and as amended on April 3, 2008 and July 9, 2008, 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”). 40 Each Livermore Lease facility has an approximately seven-year term (inclusive of an initial construction period during which BNPPLC’s and our obligations were governed by the Construction Agreement entered into with regard to such Livermore Lease facility) ending on the first business day in January 2015. Each New Fremont Lease has an approximately seven-year term ending on the first business day in January 2015. On December 1, 2008, we completed construction of one of the two Livermore properties. We completed construction on the second property on June 1, 2009. Upon completion of construction, our occupation of each Livermore property was no longer governed by its Construction Agreement, and was instead governed by the relevant Operating Lease. 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 $164.9 million in separate interest-bearing accounts as security for our obligations under the Operating Leases. As of June 28, 2009, we had $164.9 million recorded as restricted cash in our consolidated balance sheet as collateral required under the lease agreements related to the amounts currently outstanding on the facility. Upon expiration of the term of an Operating Lease, the property subject to that Operating Lease may be remarketed. We have guaranteed to BNPPLC that each property will have a certain minimum residual value, as set forth in the applicable Operating Lease. The aggregate guarantee made by us under the Operating Leases is no more than approximately $141.7 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 $164.9 million plus related indemnification or other obligations). The lessor under the lease agreements is a substantive independent leasing company that does not have the characteristics of a variable interest entity (VIE) as defined by FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” and is therefore not consolidated by us. The remaining operating lease balances primarily relate to non-cancelable facility-related operating leases. Capital Leases Capital leases reflect building lease obligations assumed from our acquisition of SEZ and an office equipment lease. The amounts in the table above include the interest portion of payment obligations. 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 obligations at June 28, 2009 under these arrangements and others. Actual expenditures will vary based on the volume of transactions and length of contractual service provided. In addition to these obligations, certain of these agreements include early termination provisions and/or cancellation penalties which could increase or decrease amounts actually paid. Consignment inventories, which are owned by vendors but located in our storage locations and warehouses, are not reported as our inventory until title is transferred to us or our purchase obligation is determined. At June 28, 2009, vendor-owned inventories held at our locations and not reported as our inventory were $13.4 million. 41 Long-Term Debt During fiscal year 2009, we paid the outstanding principal balance of $250.0 million of our existing long-term debt with ABN AMRO Bank N.V. (“ABN AMRO”) using existing cash balances. There were no penalties associated with the payment. In connection with the payment, the parties agreed to terminate the ABN AMRO Credit Agreement and related Collateral Documents. ABN AMRO continues to be a participant in our operating leases with BNP Paribas Leasing Corporation and continues to provide banking services to us for customary fees. Our remaining total long-term debt of $27.1 million as of June 28, 2009 is the result of obligations assumed in connection with the acquisition of SEZ, consisting of various bank loans and government subsidized technology loans supporting operating needs. Guarantees We account for our guarantees in accordance with FASB Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 requires a company that is a guarantor to make specific disclosures about its obligations under certain guarantees that it has issued. FIN 45 also requires a company (the guarantor) to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee. We have issued certain indemnifications to our lessors for taxes and general liability under some of our agreements. We have entered into certain insurance contracts which may limit our exposure to such indemnifications. As of June 28, 2009, we have not recorded any liability on our consolidated financial statements in connection with these indemnifications, as we do not believe, based on information available, that it is probable that any amounts will be paid under these guarantees. Generally, 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. Warranties We offer standard warranties on our systems that generally run for a period of 12 months from system acceptance. The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Investments We maintain an investment portfolio of various holdings, types, and maturities. As of June 28, 2009, these securities are classified as available-for-sale and consequently are recorded in the Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of tax. Fixed Income Securities Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and variable rate long-term debt. At any time, a sharp rise in interest rates could have a material adverse impact on the fair value of our fixed income investment portfolio. Conversely, declines in interest rates could have a material adverse impact on interest income for our investment portfolio. 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 following table presents the hypothetical fair values of fixed income 42 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 28,2009 are as follows: Valuation of Securities Given an Interest Rate Decrease of X Basis Points (100 BPS) (50 BPS) (150 BPS) Municipal Notes and Bonds . . . $106,193 $105,334 $104,476 US Treasury & Agencies . . . . . 24,482 Government-Sponsored 24,780 25,078 Fair Value as of June 28, 2009 0.00% (in thousands) $103,618 24,184 Valuation of Securities Given an Interest Rate Increase of X Basis Points 100 BPS 50 BPS 150 BPS $102,759 $101,901 $101,043 23,289 23,587 23,885 Enterprises . . . . . . . . . . . . . Foreign Government . . . . . . . . . Bank and Corporate Notes . . . . Mortgage Backed Securities — Residential . . . . . . . . . . . . . . Mortgage Backed Securities — Commercial . . . . . . . . . . . . . 6,421 1,025 229,179 6,388 1,025 228,843 6,355 1,025 228,507 6,323 1,024 228,171 6,290 1,024 227,835 6,257 1,024 227,499 6,225 1,023 227,163 11,868 11,789 11,709 11,630 11,551 11,472 11,393 13,524 Total . . . . . . . . . . . . . . . . . . . . . $393,450 $391,764 $390,078 13,688 13,606 13,442 $388,392 13,361 13,197 $386,706 $385,020 $383,333 13,279 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. Publicly Traded Equity Securities The values of our equity investments in publicly traded equity securities are subject to equity price risk. The following table presents the hypothetical fair values of our publicly traded equity securities as a result of selected potential decreases and increases in the price of each equity security in the portfolio. Potential fluctuations in the price of each equity security in the portfolio of plus or minus 10%, 15%, 25% were selected based on potential near-term changes in those security prices. The hypothetical fair values as of June 28, 2009 are as follows: Valuation of Securities Given an X% Decrease in Stock Price (15%) (10%) (25%) Publicly traded equity securities . . . . . . . . . . $4,494 $5,093 $5,393 Foreign Currency Derivatives Fair Value as of June 28, 2009 0.00% (in thousands) $5,992 Valuation of Securities Given an X% Increase in Stock Price 15% 25% 10% $6,591 $6,891 $7,490 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 that are denominated in Japanese yen, certain revenues and expenses denominated in the Euro, certain of our spares and service contracts which are denominated in various currencies, and expenses related to our non-U.S. sales and support offices which are denominated in the related countries’ local currency. We currently enter into foreign exchange forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on Japanese yen-denominated assets and forecasted Japanese yen-denominated revenue and on net intercompany liability exposures denominated in Swiss francs, Euros and Taiwanese dollars. We currently believe these are our primary exposures to currency rate fluctuation. 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 43 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 against the U.S. dollar and net intercompany liability exposures denominated in Swiss francs, Euros and Taiwanese dollars. 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 also recorded in other income and expense, assuming the hedge contract fully covers the intercompany and trade receivable balances. The notional amount and unrealized gain of our outstanding forward contracts that are designated as cash flow hedges as of June 29, 2008 is shown in the table below. This table also shows the change in fair value of these cash flow hedges assuming a hypothetical foreign currency exchange rate movement of plus-or-minus 10 percent and plus-or-minus 15 percent. Notional Amount Unrealized FX Loss /(Gain) June 28, 2009 Valuation of FX Contracts Given an X% Increase (+) / Decrease (-) in Each FX Rate + /- (10%) + /- (15%) (in $ Millions) Cash Flow Hedge Forward Contracts Sold . . . . . . JPY/USD $24.1 $ 0.0 +/- $2.4 +/- $3.6 The notional amount and unrealized loss of our outstanding foreign currency forward contracts that are designated as balance sheet hedges as of June 28, 2009 is shown in the table below. This table also shows the change in fair value of these balance sheet hedges, assuming a hypothetical foreign currency exchange rate movement of plus-or-minus 10 percent and plus-or-minus 15 percent. These changes in fair values would be offset in other income and expense by corresponding change in fair values of the foreign currency denominated intercompany and trade receivables assuming the hedge contract fully covers the intercompany and trade receivable balances. Notional Amount Unrealized FX Loss /(Gain) June 28, 2009 Valuation of FX Contracts Given an X% Increase (+) / Decrease (-) in Each FX Rate + /- (10%) + /- (15%) (in $ Millions) JPY/USD $ 16.8 USD/CHF $(138.8) USD/TWD $ (42.7) USD/EUR $ (97.6) $(262.3) $(0.1) $(0.0) $ 0.1 $ 0.0 $ 0.1 +/- +/- +/- +/- +/- $ (1.7) $13.9 $ 4.3 $ 9.8 $26.2 +/- +/- +/- +/- +/- $ (2.5) $20.8 $ 6.4 $14.6 $39.4 Balance Sheet Hedge Forward Contracts Sold . . . . . . Long-Term Debt Our long-term debt includes $3.3 million of variable rate debt based on local LIBOR rates plus a spread of 0.875 and is subject to adverse as well as beneficial changes in interest expense due to fluctuation in interest rates. We believe that maintaining sufficient liquidity reserves is important to support sustaining levels of investment in our business activities. Based upon our current business outlook, our levels of cash, cash equivalents, and short-term investments at June 28, 2009 are expected to be sufficient to support our anticipated levels of operations, investments, debt service requirements, and capital expenditures, through at least the next 12 months. However, the current uncertainty in the global economic conditions and the recent disruption in credit markets have impacted customer demand for our products, as well as our ability to manage normal commercial relationships with our customers, suppliers, and creditors. If the current situation deteriorates further, our business could suffer further negative impacts. 44 Item 8. Financial Statements and Supplementary Data The Consolidated Financial Statements required by this Item are set forth on the pages indicated in Item 15(a). The unaudited quarterly results of our operations for our two most recent fiscal years are incorporated herein by reference under Item 6, “Selected Financial Data”. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Disclosure Controls and Procedures As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 28, 2009, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer along with our Chief Financial Officer, concluded that our disclosure controls and procedures are effective at the reasonable assurance level. We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and to correct any material deficiencies that we may discover. Our goal is to ensure that our senior management has timely access to material information that could affect our business. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 28, 2009 at providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Ernst & Young LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting, as stated in their report, which is included in Part IV, Item 15 of this 2009 Form 10-K. Effectiveness of Controls While we believe the present design of our disclosure controls and procedures and internal control over financial reporting is effective at the reasonable assurance level, future events affecting our business may cause us to modify our disclosure controls and procedures or internal control over financial reporting. The effectiveness of controls cannot be absolute because the cost to design and implement a control to identify errors or mitigate the risk of errors occurring should not outweigh the potential loss caused by the errors that would likely be detected by the control. Moreover, we believe that a control system cannot be guaranteed to be 100% effective all of the time. Accordingly, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Item 9B. Other Information None. 45 PART III We have omitted from this 2009 Form 10-K certain information required by Part III because we, as the Registrant, will file a definitive proxy statement with the Securities and Exchange Commission (SEC) within 120 days after the end of our fiscal year, pursuant to Regulation 14A, as promulgated by the SEC, for our Annual Meeting of Stockholders to be held November 5, 2009 (the “Proxy Statement”), and certain information included therein is incorporated by reference. (However, the Reports of the Audit Committee and Compensation Committee in the Proxy Statement are expressly not incorporated by reference herein.) For information regarding our executive officers, see Part I, Item 1 of this 2009 Form 10-K under the caption “Executive Officers of the Company”, which information is incorporated herein by this reference. Item 10. Directors, Executive Officers, and Corporate Governance The information concerning our directors required by this Item is incorporated by reference to our Proxy Statement under the heading “Proposal No. 1 — Election of Directors.” The information concerning our audit committee and audit committee financial experts required by this Item is incorporated by reference to our Proxy Statement under the heading “Corporate Governance.” The information concerning compliance by our officers, directors and 10% shareholders with Section 16 of the Exchange Act required by this Item is incorporated by reference to our Proxy Statement under the heading “Section 16(a) Beneficial Ownership Reporting Compliance.” Lam has adopted a Corporate Code of Ethics that applies to all employees, officers, and directors of the Company. Our Code of Ethics is publicly available on the investor relations page of our website at www.lamresearch.com. To the extent required by law, any amendments to, or waivers from, any provision of the Code of Ethics will promptly be disclosed to the public. To the extent permitted by such legal requirements, we intend to make such public disclosure by posting the relevant material on our website in accordance with SEC rules. Item 11. Executive Compensation The information required by this Item is incorporated by reference to our Proxy Statement under the heading “Executive Compensation and Other Information.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference to our Proxy Statement under the headings “Proposal No. 1 — Election of Directors”, “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.” Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference to our Proxy Statement under the heading “Certain Relationships and Related Transactions.” Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated by reference to our Proxy Statement under the heading “Relationship with Independent Registered Public Accounting Firm.” 46 Item 15. Exhibits, Financial Statement Schedules (a) 1. Index to Financial Statements PART IV Consolidated Balance Sheets — June 28, 2009 and June 29, 2008 . . . . . . . . . . . . . . . . . . Consolidated Statements of Operations — Years Ended June 28, 2009, June 29, 2008, and June 24, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows — Years Ended June 28, 2009, June 29, 2008, and June 24, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Stockholders’ Equity — Years Ended June 28, 2009, June 29, 2008, and June 24, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 48 49 50 51 53 89 93 Schedules, other than those listed above, have been omitted since they are not applicable/ not required, or the information is included elsewhere herein. 3. See (c) of this Item 15, which is incorporated herein by reference. (c) The list of Exhibits follows page 95 of this 2009 Form 10-K and is incorporated herein by this reference. 47 LAM RESEARCH CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) ASSETS Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, less allowance for doubtful accounts of $10,719 as of June 28, 2009 and $4,102 as of June 29, 2008 . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash and investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES AND STOCKHOLDERS’ EQUITY Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of long-term debt and capital leases . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt and capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments and contingencies Stockholders’ equity: Preferred stock, at par value of $0.001 per share; authorized — June 28, 2009 June 29, 2008 $ 374,167 205,221 $ 732,537 326,199 253,585 233,410 69,043 60,401 1,195,827 215,666 178,439 17,007 169,182 91,605 84,145 $ 1,951,871 $ 49,606 240,022 45,787 5,348 340,763 40,886 102,999 14,134 498,782 — 412,356 282,218 96,748 67,649 1,917,707 235,735 146,072 19,793 281,298 121,889 84,261 $ 2,806,755 $ 89,158 389,845 128,250 30,426 637,679 276,503 85,611 23,018 1,022,811 5,347 5,000 shares, none outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — Common stock, at par value of $0.001 per share; authorized — 400,000 shares; issued and outstanding — 126,532 shares at June 28, 2009 and 125,187 shares at June 29, 2008 . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock, at cost, 34,679 shares at June 28, 2009 and 34,220 shares at June 29, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127 1,377,231 125 1,332,159 (1,495,693) (52,822) 1,624,246 1,453,089 $ 1,951,871 (1,490,701) 10,620 1,926,394 1,778,597 $ 2,806,755 See Notes to Consolidated Financial Statements 48 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of goods sold — restructuring and asset impairments . . . Cost of goods sold — 409A expense . . . . . . . . . . . . . . . . . . . . Total costs of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . Gross margin. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative. . . . . . . . . . . . . . . . . . . . . . . . Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring and asset impairments . . . . . . . . . . . . . . . . . . . . . . 409A expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . In-process research and development . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income (expense), net: Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . Favorable legal judgment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) per share: June 28, 2009 $1,115,946 706,219 20,993 — 727,212 388,734 288,269 233,061 96,255 44,513 3,232 4,647 — 669,977 (281,243) 24,283 (6,497) 922 — (558) (263,093) 39,055 $ (302,148) YEAR ENDED June 29, 2008 $2,474,911 1,282,494 12,610 6,401 1,301,505 1,173,406 323,759 287,282 — 6,366 44,494 — 2,074 663,975 509,431 51,194 (12,674) 31,070 — (2,045) 576,976 137,627 $ 439,349 June 24, 2007 $2,566,576 1,261,522 — — 1,261,522 1,305,054 285,348 241,046 — — — — — 526,394 778,660 71,666 (17,817) (1,512) 15,834 892 847,723 161,907 $ 685,816 Basic net income (loss) per share. . . . . . . . . . . . . . . . . . . . . . . Diluted net income (loss) per share . . . . . . . . . . . . . . . . . . . . . $ $ (2.41) (2.41) $ $ 3.52 3.47 $ $ 4.94 4.85 Number of shares used in per share calculations: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,595 125,595 124,647 126,504 138,714 141,524 See Notes to Consolidated Financial Statements 49 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) June 28, 2009 YEAR ENDED June 29, 2008 June 24, 2007 $(302,148) $ 439,349 $ 685,816 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income (loss) to net cash provided (used for) by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring charges, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net gain on settlement of call option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in operating asset accounts: Accounts receivable, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by (used for) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of other investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and maturities of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of call option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from settlement of call option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans made . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer of restricted cash and investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by (used for) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt and capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . Net proceeds from issuance of long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reissuances of treasury stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by (used for) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule of noncash transactions 72,417 30,545 65,506 53,042 (14,294) 6,273 — 96,255 9,353 152,086 46,052 5,888 (39,381) (82,464) (177,259) (78,129) (44,282) (19,457) — (209,298) 383,062 — — (3,439) (8,375) (92,206) 6,005 54,704 (26,661) 18,976 42,516 83,472 (58,904) (33,839) — (3,319) 99,887 19,684 (21,972) (40,125) (64,007) 80,558 590,319 (76,803) (482,574) — (310,873) 329,695 (13,506) 47,345 (4,560) — 15,471 (495,805) (256,047) 625 (6,273) (30,946) 19,797 12,014 (260,830) (25,416) (358,370) 732,537 $ 374,167 (251,714) 251,915 58,904 (14,552) 8,563 12,694 65,810 (1,754) 158,570 573,967 $ 732,537 Acquisition of leased equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 454 $ 21,784 Supplemental disclosures: Cash payments for interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash payments for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,808 $ 33,583 $ 10,900 $ 74,243 See Notes to Consolidated Financial Statements 50 38,097 17,055 — 35,554 62,437 (44,990) — — 625 (513) (56,336) (19,180) 9,055 51,112 44,827 823,559 (59,968) (181,108) 3,000 (1,058,081) 1,103,311 — — — — 110,000 (82,846) (100,171) — 44,990 (1,083,745) 18,123 42,468 (1,078,335) 774 (336,848) 910,815 573,967 — 17,700 53,508 $ $ $ $ LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Balance at June 25, 2006. . . . . . . . . . . . . . . Sale of common stock . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . Income tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . Reissuance of treasury stock . . . . . . . . . . . Equity-based compensation expense . . . . . Components of comprehensive income: Net income . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . Unrealized gain on fair value of derivative financial instruments, net . . . . . . . . . . . . . . . Unrealized gain on financial instruments, net . . . . . . . . . . . . . . . Less: reclassification adjustment for losses included in earnings . . . . . . Total comprehensive income . . . . . Adjustment to initially apply SFAS No. 158 . . . . . . . . . . . . . Balance at June 24, 2007. . . . . . . . . . . . . . . Sale of common stock . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . Tender offer . . . . . . . . . . . . . . . . . . . . . . . . . Income tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . Reissuance of treasury stock . . . . . . . . . . . Equity-based compensation expense . . . . . Adoption of FIN 48 . . . . . . . . . . . . . . . . . . . Components of comprehensive income: Net income . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . Unrealized gain on fair value of derivative financial instruments, net . . . . . . . . . . . . . . . Unrealized gain on financial instruments, net . . . . . . . . . . . . . . . COMMON STOCK SHARES 141,785 2,388 (21,202) COMMON STOCK $142 2 (21) ADDITIONAL PAID-IN CAPITAL, $1,051,851 42,466 — TREASURY STOCK $ (416,447) — (1,083,724) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) $(11,205) — — — 564 — — — — — — — — 1 — — — — — — — 62,437 1,907 35,554 — 17,002 — — — — — — — — — — — — — — — — — 1,755 5,355 82 505 — RETAINED TOTAL EARNINGS $ 1,408,764 $ 784,423 — 42,468 — (1,083,745) — (787) — 62,437 18,123 35,554 685,816 685,816 — — — — — 1,755 5,355 82 505 693,513 — 123,535 1,703 (287) — — $124 1 — — — $1,194,215 12,695 — (2,282) — $(1,483,169) — (14,552) — (794) $ (4,302) — — — — $1,469,452 — — — (794) $ 1,176,320 12,696 (14,552) (2,282) — 236 — — — — — — — — — — — — — — 74,865 1,543 42,516 8,607 — — — — — 7,020 — — — — — — — — — — — 12,557 398 2,787 (461) (359) — $ 10,620 — — — 17,593 74,865 8,563 42,516 26,200 439,349 439,349 — — — 12,557 398 2,787 — — — $1,926,394 (461) (359) 454,271 $ 1,778,597 Less: reclassification adjustment for gains included in earnings . . . . . . . SFAS No. 158 adjustment . . . . . . . Total comprehensive income . . . . . Balance at June 29, 2008. . . . . . . . . . . . . . . — — — 125,187 — — — $125 — — — $1,332,159 — — — $(1,490,701) 51 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY – (continued) (in thousands) Sale of common stock . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . Income tax benefit on equity-based compensation plans . . . . . . . . . . . . . . . Reissuance of treasury stock . . . . . . . . . . . Equity-based compensation expense . . . . . Components of comprehensive loss: Net loss . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . Unrealized loss on fair value of derivative financial instruments, net . . . . . . . . . . . . . . . Unrealized gain on financial instruments, net . . . . . . . . . . . . . . . COMMON STOCK SHARES 1,806 (1,367) — 906 — — — — — COMMON STOCK 2 (1) — 1 — — — — — ADDITIONAL PAID-IN CAPITAL, 12,012 — TREASURY STOCK — (30,945) (14,294) (6,157) 53,511 — 25,953 — — — — — — — — — Less: reclassification adjustment for losses included in earnings . . . . . . SFAS No. 158 adjustment. . . . . . . . . . . Total comprehensive loss. . . . . . . . Balance at June 28, 2009. . . . . . . . . . . . . . . — — — 126,532 — — — $127 — — — $1,377,231 — — — $(1,495,693) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS — — — — — — (58,587) (6,633) 1,192 501 85 — $(52,822) TOTAL 12,014 (30,946) (14,294) 19,797 53,511 — — — — — (302,148) (302,148) — — — (58,587) (6,633) 1,192 — — — $1,624,246 501 85 (365,590) $ 1,453,089 See Notes to Consolidated Financial Statements 52  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 28, 2009 Note 1: Company and Industry Information The Company designs, manufactures, markets, and services semiconductor processing equipment used in the fabrication of integrated circuits. Semiconductor wafers are subjected to a complex series of process and preparation steps that result in the simultaneous creation of many individual integrated circuits. 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 2009, 2008, and 2007 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 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 generally 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 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 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 title transfer, the Company assumes title transfers when it completes physical transfer of the products to the freight carrier unless other customer practices prevail. Transfer of title for shipments to Japanese customers generally occurs at time of customer acceptance. Standard costs are reassessed as needed but annually at a minimum, and reflect achievable acquisition costs. Acquisition costs are generally based on the most recent vendor contract prices for purchased parts, normalized 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. 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. Estimates of market value include, but are not limited to, 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 our systems that generally run for a period of 12 months from system acceptance. When appropriate, the Company records a provision for estimated warranty expenses to cost of sales for each system upon revenue recognition. The amount recorded is based on an analysis of historical activity which uses factors such as type of system, customer, geographic region, and any known factors such as tool reliability trends. All actual or estimated parts and labor costs incurred in subsequent periods are charged to those established reserves on a system-by- system basis. Actual warranty expenses are accounted for on a system-by-system basis, and may differ from the Company’s original estimates. While the Company periodically monitors the performance and cost of warranty activities, if actual costs incurred are different than its estimates, the Company may recognize adjustments to provisions in the period in which those differences arise or are identified. The Company does not maintain general or unspecified reserves; all warranty reserves are related to specific systems. In addition to the provision of standard warranties, the Company offers customer-paid extended warranty services. Revenues for extended maintenance and warranty services with a fixed payment amount are recognized on a straight-line basis over the term of the contract. Related costs are recorded either as incurred or when related liabilities are determined to be probable and estimable. Equity-based Compensation — Employee Stock Purchase Plan and Employee Stock Plans: The Company accounts for its employee stock purchase plan (“ESPP”) and stock plans under the provisions of Statement of Financial Accounting Standards No. 123R (“SFAS No. 123R”). SFAS No. 123R requires the recognition of the fair value of equity-based compensation in net income. The fair value of 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 54 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 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 continue 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 related to equity-based compensation to determine if there are any deficiencies that require recognition in its consolidated statements of operations. As a result of the adoption of SFAS No. 123R, the Company will only recognize a benefit from stock-based compensation in paid-in-capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. In addition, the Company has elected to account for the indirect benefits of stock-based compensation on the research tax credit through the income statement (continuing operations) rather than through paid-in-capital. The Company has also elected to net deferred tax assets and the associated valuation allowance related to net operating loss and tax credit carryforwards for the accumulated stock award tax benefits determined under Accounting Principles Board No. 25 for income tax footnote disclosure purposes. The Company will track these stock award attributes separately and will only recognize these attributes through paid-in-capital in accordance with Footnote 82 of SFAS No. 123R. Income Taxes: Deferred income taxes reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. Realization of the Company’s net deferred tax assets is dependent on future taxable income. The Company believes it is more likely than not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time. In the event that the Company determines that it would not be able to realize all or part of its net deferred tax assets, an adjustment would be charged to earnings in the period such determination is made. Likewise, if the Company later determines that it is more likely than not that the deferred tax assets would be realized, then the previously provided valuation allowance would be reversed. The Company calculates its current and deferred tax provision based on estimates and assumptions that can differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified. The Company provides for income taxes on the basis of annual estimated effective income tax rates. The Company’s estimated effective income tax rate reflects its underlying profitability, the level of R&D spending, the regions where profits are recorded and the respective tax rates imposed. The Company carefully monitors these factors and adjusts the effective income tax rate, if necessary. If actual results differ from estimates, the Company could be required to record an additional valuation allowance on deferred tax assets or adjust its effective income tax rate, which could have a material impact on the Company’s business, results of operations, and financial condition. In July 2006, the FASB issued FASB Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN 48”). The Company adopted FIN 48 on June 25, 2007. FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority. It provides guidance on the de-recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of disclosures associated with any recorded income tax uncertainties. The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties relating to these uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to the Company’s tax provision in a subsequent period. 55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. As a result of the implementation of FIN 48, the Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed within the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. Goodwill and Intangible Assets: The Company accounts for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 142 requires that goodwill and identifiable intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. The Company reviews goodwill at least annually for impairment. Should certain events or indicators of impairment occur between annual impairment tests, the Company would perform an impairment test of goodwill at that date. In testing for a potential impairment of goodwill, the Company: (1) allocates goodwill to its various reporting units to which the acquired goodwill relates; (2) estimates the fair value of its reporting units; and (3) determines the carrying value (book value) of those reporting units, as some of the assets and liabilities related to those reporting units are not held by those reporting units but by a corporate function. Furthermore, if the estimated fair value of a reporting unit is less than the carrying value, the Company must estimate the fair value of all identifiable assets and liabilities of that reporting unit, in a manner similar to a purchase price allocation for an acquired business. This can require independent valuations of certain internally generated and unrecognized intangible assets such as in-process research and development and developed technology. Only after this process is completed can the amount of goodwill impairment, if any, be determined. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. In estimating the fair value of a reporting unit for the purposes of the Company’s annual or periodic analyses, the Company makes estimates and judgments about the future cash flows of that reporting unit. Although the Company’s cash flow forecasts are based on assumptions that are consistent with its plans and estimates it is using to manage the underlying businesses, there is significant judgment involved in determining the cash flows attributable to a reporting unit. In addition, the Company makes certain judgments about allocating shared assets to the estimated balance sheets of its reporting units. The Company also considers the Company’s and its competitor’s market capitalization on the date it performs the analysis. Changes in judgment on these assumptions and estimates could result in a goodwill impairment charge. The value assigned to intangible assets is based on estimates and judgments regarding expectations such as the success and life cycle of products and technology acquired. If actual product acceptance differs significantly from the estimates, the Company may be required to record an impairment charge to write down the asset to its realizable value. 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 28, 2009 and included 52 weeks. The fiscal year ended June 29, 2008 included 53 weeks and the fiscal year ended June 24, 2007 included 52 weeks. The Company’s next fiscal year, ending on June 27, 2010, will include 52 weeks. 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 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. An other-than-temporary impairment is triggered when there is an intent to sell the security, it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Other-than-temporary impairments attributed to credit losses are recognized in the income statement. There was an impairment charge of approximately $0.3 million and $1.0 million recorded in fiscal years 2009 and 2008, respectively. There were no impairment charges recorded on the Company’s investment portfolio in fiscal year 2007. The specific identification method is used to determine the realized gains and losses on investments. Property and Equipment: Property and equipment is stated at cost. Equipment is depreciated by the straight- line method over the estimated useful lives of the assets, generally three to eight years. Furniture and fixtures are depreciated by the straight-line method over the estimated useful lives of the assets, generally five years. Software is depreciated by the straight-line method over the estimated useful lives of the assets, generally three to five years. Buildings are depreciated by the straight-line method over the estimated useful lives of the assets, generally twenty-five to thirty-three years. Leasehold improvements are generally amortized by the straight-line method over the shorter of the life of the related asset or the term of the underlying lease. Amortization of capital leases is included with depreciation expense. Impairment of Long-Lived Assets (Excluding Goodwill): The Company routinely considers whether indicators of impairment of long-lived assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If the sum is less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment charge to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset’s carrying value. The fair value of the asset then becomes the asset’s new carrying value, which the Company depreciates over the remaining estimated useful life of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. Derivative Financial Instruments: The Company carries derivative financial instruments (derivatives) on the balance sheet at their fair values in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133), Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”), and Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — An Amendment of FASB Statement 133” (“SFAS No. 161”). 57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 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 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 exchange forward contracts to minimize the short-term impact of the foreign currency exchange rate fluctuations on Japanese yen-denominated assets and forecasted Japanese yen-denominated revenue and on net intercompany liability exposures denominated in Swiss francs, Euros and Taiwanese dollars. Under SFAS No. 133 and SFAS No. 149, these forward contracts are not designated for hedge accounting treatment. Therefore, the change in fair value of these derivatives is recorded into earnings as a component of other income and expense and offsets the change in fair value of the foreign currency denominated intercompany and trade receivables, recorded in other income and expense, assuming the hedge contract fully covers the intercompany and trade receivable balances. To hedge foreign currency risks, the Company uses foreign currency exchange forward contracts, where possible and practical. These forward contracts are valued using standard valuation formulas with assumptions about future foreign currency exchange rates derived from existing exchange rates and interest rates observed in the market. The Company considers its most current outlook in determining the level of foreign currency denominated intercompany revenues to hedge as cash flow hedges. The Company combines these forecasts with historical trends to establish the portion of its expected volume to be hedged. The revenues are hedged and designated as cash flow hedges to protect the Company from exposures to fluctuations in foreign currency exchange rates. In 58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge are reclassified from accumulated other comprehensive income (loss) to interest and other income (expense) on the consolidated statement of operations at that time. The Company does not believe that it is or was exposed to more than a nominal amount of credit risk in its interest rate and foreign currency hedges, as counterparties are established and well-capitalized financial institutions. The Company’s exposures are in liquid currencies (Japanese yen and Euro), so there is minimal risk that appropriate derivatives to maintain the Company’s hedging program would not be available in the future. Guarantees: The Company accounts for guarantees in accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34” (“FIN No. 45”). Accordingly, the Company evaluates its guarantees to determine whether (a) the guarantee is specifically excluded from the scope of FIN No. 45, (b) the guarantee is subject to FIN No. 45 disclosure requirements only, but not subject to the initial recognition and measurement provisions, or (c) the guarantee is required to be recorded in the financial statements at fair value. The Company has recorded a liability for certain guaranteed residual values related to specific facility lease agreements. The Company has evaluated its remaining guarantees and has concluded that they are either not within the scope of FIN No. 45 or do not require recognition in the financial statements. These guarantees generally include certain indemnifications to its lessors under operating lease agreements for environmental matters, potential overdraft protection obligations to financial institutions related to one of the Company’s subsidiaries, indemnifications to the Company’s customers for certain infringement of third-party intellectual property rights by its products and services, and the Company’s warranty obligations under sales of its products. Please see Note 13 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 2009 presentation. Note 3: Recent Accounting Pronouncements On June 30, 2008, the Company adopted the required portions of Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (“SFAS No. 157”). There was no material impact to the Company’s consolidated financial statements from the adoption of SFAS No. 157. This Statement defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. SFAS No. 157 currently applies to all financial assets and liabilities, and nonfinancial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. In February 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (“FSP”) No. 157-2, delaying the effective date of SFAS No. 157 for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value on a recurring basis. The delayed portions of SFAS No. 157 will be adopted by the Company beginning in its fiscal year ending June 27, 2010. In October 2008, the FASB issued FSP SFAS 157-3, 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 “Determining the Fair Value of a Financial Asset in a Market That Is Not Active,” which clarifies the application of Statement 157 when the market for a financial asset is inactive. Specifically, FSP SFAS 157-3 clarifies how (1) management’s internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value. The guidance of FSP SFAS 157-3 is effective immediately and we have adopted its provisions with respect to our financial assets and liabilities since September 28, 2008. The impact of adopting the non-delayed portions of SFAS No. 157 is more fully described in Note 4 of Notes to Consolidated Financial Statements. In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. This Statement was effective for the Company beginning June 30, 2008. The Company has not applied the fair value option to any items; therefore, the Statement did not have an impact on the consolidated financial statements. In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141R”). SFAS No. 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 will adopt SFAS No. 141R in the beginning of fiscal year 2010. The accounting treatment of tax benefits from acquired companies will change when SFAS No. 141R becomes effective. At such time, any changes to the tax benefits associated with the valuation allowance recorded in the SEZ acquisition will be recorded through income tax expense, where currently the accounting treatment would require any adjustment to be recognized through the purchase price as an adjustment to goodwill. In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB 51” (“SFAS No. 160”). SFAS 160 establishes accounting and reporting standards for the treatment of noncontrolling interests in a subsidiary. Noncontrolling interests in a subsidiary will be reported as a component of equity in the consolidated financial statements and any retained noncontrolling equity investment upon deconsolidation of a subsidiary is initially measured at fair value. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The adoption of SFAS No. 160 will result in the reclassification of minority interests to stockholders’ equity. The Company expects to adopt SFAS No. 160 in the beginning of fiscal year 2010 and the Company does not believe the adoption of SFAS No. 160 will have a material impact on its results of operations or financial condition. On December 29, 2008, the Company adopted the provisions of Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — An Amendment of FASB Statement 133” (“SFAS No. 161”). There was no material impact to the Company’s consolidated financial statements from the adoption of SFAS No. 161. SFAS No. 161 requires expanded and enhanced disclosure for derivative instruments, including those used in hedging activities. See Note 4 of Notes to Consolidated Financial Statements for more information. In April 2008, the FASB issued FASB Staff Position Statement of Financial Accounting Standards 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP SFAS 142-3”). FSP SFAS 142-3 provides guidance with respect to estimating the useful lives of recognized intangible assets acquired on or after the effective date and requires additional disclosure related to the renewal or extension of the terms of recognized intangible assets. FSP SFAS 142-3 is effective for fiscal years and interim periods beginning after December 15, 2008. The adoption of FSP SFAS 142-3 did not have a material impact on its results of operations or financial condition. 60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 In April 2009, the FASB issued FSP SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP SFAS 157-4”), which provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume and level of activity for the asset or liability have significantly decreased. This FSP re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept as defined in SFAS No. 157. This FSP clarifies and includes additional factors to consider in determining whether there has been a significant decrease in market activity for an asset or liability and provides additional clarification on estimating fair value when the market activity for an asset or liability has declined significantly. The scope of this FSP does not include assets and liabilities measured under level 1 inputs. FSP SFAS 157-4 is applied prospectively to all fair value measurements where appropriate and is effective for interim and annual periods ending after June 15, 2009. The Company adopted FSP SFAS 157-4 during the quarter ended June 28, 2009. The adoption did not have a material impact on the Company’s consolidated results of operations or financial condition. In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP SFAS 107-1 and APB 28-1”). FSP SFAS 107-1 and APB 28-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require publicly-traded companies, as defined in APB Opinion No. 28, “Interim Financial Reporting,” to provide disclosures on the fair value of financial instruments in interim financial statements. FSP SFAS 107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009. The adoption of FSP SFAS 107-1 and APB 28-1 will require expanded disclosure but will not have a material impact on the Company’s consolidated results of operations or financial condition. In April 2009, the FASB issued FASB Staff Position Statement of Financial Accounting Standards 115-2 and 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP SFAS 115-2”). This FSP amends the requirements for the recognition and measurement of other-than-temporary impairments for debt securities by modifying the pre-existing “intent and ability” indicator. Under FSP SFS 115-2, for impaired debt securities, an other-than-temporary impairment is triggered when there is an intent to sell the security, it is more likely than not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Additionally, FSP SFAS 115-2 changes the presentation of other-than-temporary impairments in the income statement for those impairments attributed to credit losses. FSP SFAS 115-2 is effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted FSP SFAS 115-2 on March 30, 2009 and the adoption did not have a material impact on its consolidated results of operations and financial condition. See Note 4 of Notes to Consolidated Financial Statements for the disclosures required by FSP SFAS 115-2. In May 2009, the FASB issued Statement of Financial Accounting Standards Number 165, “Subsequent Events” (“SFAS No. 165”) which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 requires the disclosure of the date at which an entity has evaluated subsequent events and the basis for that date, that is, whether the date represents the date the financial statements were issued or were available to be issued. The provisions of SFAS No. 165 are effective for interim and annual reporting periods ending after June 15, 2009. In accordance with SFAS No. 165, the Company evaluated subsequent events through August 26, 2009, the date of issuance of the consolidated financial statements. During the periods from June 28, 2009 to August 26, 2009, the Company did not have any material recognizable subsequent events. Note 4: Financial Instruments The Company adopted the required portions of the fair value measurement and disclosure provisions of SFAS No. 157 on June 30, 2008. SFAS No. 157 establishes specific criteria for the fair value measurements of financial and nonfinancial assets and liabilities that are already subject to fair value measurements under current accounting rules. SFAS No. 157 also requires expanded disclosures related to fair value measurements. 61 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement. This Statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets consist of money market fund deposits, U.S. Treasury securities, bank and corporate notes, and equity instruments, all of which are traded in an active market with sufficient volume and frequency of transactions. Level 2: Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company’s Level 2 assets and liabilities include government-sponsored enterprises, foreign government issuances, bank and corporate notes, municipal notes and bonds, residential and commercial mortgage backed securities, and derivative assets and liability contracts, which are priced using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. Level 3: Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. The Company had no Level 3 assets or liabilities as of June 28, 2009. The following table sets forth the Company’s financial assets and liabilities that were recorded at fair value on a recurring basis during the quarter, by level, within the fair value hierarchy at June 28, 2009: Total Fair Value Measurement at June 28, 2009 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In thousands) Assets Fixed Income: Money Market Funds . . . . . . . . . . . . . . . . . . . . $ 273,439 24,184 US Treasury & Agencies . . . . . . . . . . . . . . . . . 6,323 Government-Sponsored Enterprises. . . . . . . . . 1,024 Foreign Governments. . . . . . . . . . . . . . . . . . . . 228,171 Bank and Corporate Notes . . . . . . . . . . . . . . . . 103,618 Municipal Notes and Bonds . . . . . . . . . . . . . . . 11,630 Mortgage Backed Securities — Residential. . . 13,442 Mortgage Backed Securities — Commercial. . Total Fixed Income. . . . . . . . . . . . . . . . . . . $ 661,831 5,992 Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivatives Assets . . . . . . . . . . . . . . . . . . . . . . . . . 74 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 667,897 Liabilities Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . $ 69 $ 273,439 24,184 — — 183,171 — — — $ 480,794 5,992 — $ 486,786 $ — — 6,323 1,024 45,000 103,618 11,630 13,442 $181,037 — 74 $ 181,111 $ — $ 69 — — — — — — — — $ — $ — $ — 62 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 The amounts in the table above are reported in the consolidated balance sheet as of June 28, 2009 as follows: Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-Term Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash and investments . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other current liabilities . . . . . . . . . . . Total $ 278,304 205,221 178,306 74 5,992 $ 667,897 69 $ Derivative Instruments and Hedging Level 1 $ 278,304 24,184 178,306 — 5,992 $ 486,786 $ Level 2 $ — 181,037 — 74 — $ 181,111 69 — $ Level 3 $— — — — — $— $— The Company carries derivative financial instruments (derivatives) on its balance sheet at their fair values in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”) and Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). The Company enters into foreign exchange forward contracts with financial institutions with the primary objective of reducing volatility of earnings and cash flows related to foreign currency exchange rate fluctuations. The counterparties to these foreign exchange forward contracts are creditworthy multinational financial institutions; therefore, the risk of counterparty nonperformance is not considered to be material. Cash Flow Hedges The Company’s policy is to attempt to minimize short-term business exposure to foreign currency exchange rate fluctuations 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 a 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 exchange forward contracts that generally expire within 12 months and no later than 24 months. These foreign exchange forward 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. At inception and at each quarter end, hedges are tested for effectiveness using regression testing. Changes in the fair value of foreign exchange forward contracts 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 reported periods. There were $4.0 million of deferred net losses, net of tax, associated with ineffectiveness related to forecasted transactions that were no longer considered probable of occurring and were recognized in “Other income (expense), net” in the Company’s Consolidated Statements of Operations during the twelve months ended June 28, 2009. There were no gains or losses during the twelve months ended June 29, 2008 and June 24, 2007 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 criteria 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 63 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 effective 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 excluded time value and 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 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 28, 2009, the Company expected to reclassify the entire amount associated with the $0.02 million of losses accumulated in other comprehensive income to earnings during the next 12 months due to the recognition in earnings of the hedged forecasted transactions. Balance Sheet Hedges The Company also enters into foreign exchange forward contracts to hedge the effects of foreign currency exchange rate fluctuations associated with foreign currency denominated assets and liabilities, primarily intercompany receivables and payables. Under SFAS No. 133 and SFAS No. 149, these foreign exchange 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. As of June 28, 2009, the Company had the following outstanding foreign currency forward contracts that were entered into to hedge forecasted revenues and purchases: Derivatives Designated as SFAS 133 Hedging Instruments: Derivatives Not Designated as SFAS 133 Hedging Instruments: (in thousands) Foreign Currency Forward Contracts Sell JPY . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sell JPY . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy CHF . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy EUR . . . . . . . . . . . . . . . . . . . . . . . . . . . Buy TWD . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,183 $ 24,183 $ — 16,730 138,889 97,609 42,722 $ 295,950 The fair value of derivatives instruments in the Company’s condensed consolidated balance sheets as of June 28, 2009 was as follows: Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value (in thousands) Balance Sheet Location Fair Value Derivatives designated as SFAS 133 hedging instruments: Foreign exchange forward contracts . . . . Prepaid expense and other assets $ 6 Accrued liabilities $ 0 Derivatives not designated as hedging instruments under SFAS 133: Foreign exchange forward contracts . . . . Prepaid expense and Total derivatives . . . . . . . . . . . . . . . . . . . . . . other assets $ 68 $ 74 Accrued liabilities $ (69) $ (69) 64 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 The effect of derivative instruments designated as cash flow hedges on the Company’s consolidated statements of operations for the year ended June 28, 2009 was as follows: Derivatives in Cash Flow Hedging Relationships: Gain (Loss) Recognized (Effective Portion) (1) Gain (Loss) Recognized (Effective Portion) (2) Gain (Loss) Recognized (Ineffective Portion) (3) (in thousands) Gain (Loss) Recognized (Excluded from Effectiveness Testing) (4) Derivatives Designated as SFAS 133 Hedging Instruments: Foreign exchange forward contracts . . . $(11,840) $ (3,485) $(4,085) $ 1,462 (1) Amount recognized in other comprehensive income (effective portion). (2) Amount of gain (loss) reclassified from accumulated other comprehensive income into income (effective portion) located in revenue. (3) Amount of gain (loss) recognized in income on derivative (ineffective portion) located in other income (expense), net. (4) Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing) located in other income (expense), net. The effect of derivative instruments not designated as cash flow hedges on the Company’s condensed consolidated statement of operations for the twelve months ended June 28, 2009 was as follows: Gain (Loss) Recognized (5) (in thousands) Derivatives Not Designated as SFAS 133 Hedging Instruments: Foreign exchange forward contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(953) (5) Amount of gain (loss) recognized in income located in other income (expense), net. The Company’s primary financial instruments include its cash, cash equivalents, short-term investments, restricted cash and investments, long-term investments, accounts receivable, accounts payable, long-term debt and capital leases, and foreign currency related derivatives. The estimated fair value of cash, accounts receivable and accounts payable approximates their carrying value due to the short period of time to their maturities. The estimated fair value of long-term debt and capital lease obligations approximates its carrying value as the substantial majority of these obligations have interest rates which adjust to market rates on a periodic basis. The fair value of cash and cash equivalents, short-term investments, restricted cash and investments, long-term investments, and foreign currency related derivatives are based on quotes from brokers using market prices for similar instruments. 65 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Investments Investments at June 28, 2009 and June 29, 2008 consist of the following: June 28, 2009 June 29, 2008 Unrealized Gain Unrealized (Loss) Cost Fair Value Cost Unrealized Gain Unrealized (Loss) Fair Value Available for Sale: Cash and Cash Equivalents: Cash . . . . . . . . . . . . . . . . . . $ 95,941 Fixed Income Money $ — $ — $ 95,941 $ 91,958 $ — $ — $ 91,958 Market Funds . . . . . . . . Bank and Corporate Notes (Time Deposits) . . . . . . Total Cash and Cash Equivalents . . . . . . . . . . . . Short Term Investments and Restricted Cash: Municipal Notes and Bonds . . . . . . . . . . . . . . US Treasury & Agencies. . . Government-Sponsored Enterprises . . . . . . . . . . Foreign Governments . . . . . Bank and Corporate Notes . . . . . . . . . . . . . . Mortgage Backed Securities — Residential . . . . . . . Mortgage Backed Securities — Commercial. . . . . . . Equity Money Market Funds . . . . . . . . . . . . . . Total Short Term Investments 273,439 4,787 374,167 101,587 23,828 6,177 1,024 — — — 2,069 387 146 — 222,512 1,025 11,328 13,465 — 385 166 — 273,439 538,819 4,787 101,760 374,167 732,537 103,618 24,184 146,877 39,317 6,323 1,024 21,078 — — — 694 147 132 — — — 538,819 101,760 732,537 (413) (71) 147,159 39,392 (84) 21,126 223,439 261,440 530 (682) 261,288 — — — (38) (31) — — (98) (83) 11,630 (189) 13,442 — — — — 3,301 29 (24) 3,306 and Restricted Cash and Investments . . . . . . . . . . . . Total cash, cash equivalents, short-term investments, and restricted cash and investments . . . . . . . . . . . . $ 754,088 379,921 4,178 (439) 383,660 472,013 1,532 (1,274) 472,271 $ 4,178 $ (439) $757,827 $ 1,204,550 $ 1,532 $(1,274) $ 1,204,808 The Company accounts for its investment portfolio at fair value. Net realized gains and (losses) on investments included other-than-temporary impairment charges of $0.3 million and $1.0 million in fiscal years 2009 and 2008, respectively. Realized gains and (losses) from investments were approximately $2.2 million and $(1.9) million in fiscal year 2009 and approximately $3.3 million and $(1.3) million in fiscal year 2008, 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. 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 An analysis of the Company’s fixed income securities in unrealized loss positions as of June 28, 2009 is as follows: UNREALIZED LOSSES LESS THAN 12 MONTHS UNREALIZED LOSSES 12 MONTHS OR GREATER TOTAL Gross Unrealized Loss Fair Value Gross Unrealized Loss Gross Unrealized Loss Fair Value Fair Value Fixed Income Securities Municipal Bonds . . . . . . . . . . . . . . . $ 6,810 US Treasury & Agencies . . . . . . . . . 4,585 Government-Sponsored Enterprises . . . . . . . . . . . . . . . . . Bank and Corporate Bonds . . . . . . . Mortgage Backed Securities — — 4,022 $ (38) (31) — (12) $ — — — 3,891 $ — — $ 6,810 4,585 $ (38) (31) — (86) — 7,914 — (98) Residential . . . . . . . . . . . . . . . . . — — 1,014 (272) 1,014 (272) Mortgage Backed Securities — Commercial . . . . . . . . . . . . . . . . — Total Fixed Income . . . . . . . . . . . . . . . $ 15,417 — $ (82) — $4,905 — $(358) — $20,322 — $(439) The amortized cost and fair value of cash equivalents and short-term investments and restricted cash and investments with contractual maturities are as follows: Due in less than one year . . . . . . . . . . . . . . . . . . . . . . . Due in more than one year . . . . . . . . . . . . . . . . . . . . . . No Single Maturity Date . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 June 29, 2008 Cost Estimated Fair Value Cost Estimated Fair Value (in thousands) (in thousands) $ 504,359 153,732 — $ 658,092 $ 504,597 157,233 — $ 661,831 $ 893,749 215,542 3,301 $1,112,592 $ 894,096 215,448 3,306 $1,112,850 Management has the ability, 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. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, short-term investments, restricted cash and investments, trade accounts receivable, and derivative financial instruments used in hedging activities. Cash is placed on deposit in major financial institutions in various countries throughout the world. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold the Company’s cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Company’s available-for-sale securities, which are invested in taxable financial instruments, must have a minimum rating of A2 / A, as rated by two of the following three rating agencies: Moody’s, Standard & Poor’s (S&P), or Fitch and available-for-sale securities which are invested in tax-exempt financial instruments must have a minimum rating of A2 / A, as rated by any one of the following three rating agencies: Moody’s, Standard & Poor’s (S&P), or Fitch. The Company’s policy limits the amount of credit exposure with any one financial institution or commercial issuer. 67 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 The Company is exposed to credit losses in the event of non performance by counterparties on the foreign currency forward contracts that are used to mitigate the effect of exchange rate changes. These counterparties are large international financial institutions and to date, no such counterparty has failed to meet its financial obligations to the Company. The Company does not anticipate nonperformance by these counterparties. As of June 28, 2009, three customers accounted for approximately 17%, 15%, and 14% of accounts receivable. As of June 29, 2008 one customer accounted for approximately 11% of accounts receivable. Credit risk evaluations, including trade references, bank references and Dun & Bradstreet ratings are performed on all new customers, and subsequent to credit application approval, the Company monitors its customers’ financial statements and payment performance. In general, the Company does not require collateral on sales. Note 5: Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market. Shipments to Japanese customers, to whom title does not transfer until customer acceptance, are classified as inventory and carried at cost until title transfers. Inventories consist of the following: Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 6: Property and Equipment Property and equipment, net, consist of the following: Manufacturing, engineering and office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Computer equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 June 29, 2008 (in thousands) $ 145,421 35,487 52,502 $ 233,410 $ 157,135 54,684 70,399 $ 282,218 June 28, 2009 June 29, 2008 (in thousands) $ 254,397 69,567 16,550 64,488 52,115 13,295 470,412 $ 258,050 73,237 16,785 45,474 46,300 12,060 451,906 (254,746) $ 215,666 (216,171) $ 235,735 Depreciation expense recognized during fiscal years 2009, 2008, and 2007 was $48.4 million, $36.8 million, and $28.3 million, respectively. 68 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Note 7: Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warranty reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income and other taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 8: Other Income (Expense), Net The significant components of other income (expense), net, are as follows: June 28, 2009 June 29, 2008 (in thousands) $171,609 21,185 10,897 36,331 $240,022 $225,227 61,308 26,139 77,171 $389,845 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . Favorable legal judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 $24,283 (6,497) 922 — (558) $18,150 Year Ended June 29, 2008 (in thousands) $ 51,194 (12,674) 31,070 — (2,045) $ 67,545 June 24, 2007 $ 71,666 (17,817) (1,512) 15,834 892 $ 69,063 Included in foreign exchange gains during the year ended June 29, 2008 are gains of $42.7 million relating primarily to the settlement of a hedge of the Swiss franc associated with the acquisition of SEZ. The legal judgment of $15.8 million in fiscal year 2007 was obtained in a lawsuit filed by the Company alleging breach of purchase order contracts by one of its customers. Note 9: Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed, using the treasury stock method, as though all potential common shares that are dilutive were outstanding during the period. There are no dilutive shares included during fiscal year 2009 due to the net loss for the period. The following table provides a reconciliation of the numerators and denominators of the basic and diluted computations for net income per share. June 28, 2009 Year Ended June 24, June 29, 2007 2008 (in thousands, except per share data) Numerator: Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (302,148) $ 439,349 $ 685,816 Denominator: Basic average shares outstanding. . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of potential dilutive securities: 125,595 124,647 138,714 Employee stock plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) per share — Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) per share — Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . — 125,595 (2.41) (2.41) $ $ 1,857 126,504 3.52 3.47 $ $ 2,810 141,524 4.94 4.85 $ $ 69 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 For purposes of computing diluted net income (loss) 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: Number of potential dilutive securities excluded . . . . . . . . . . . . . . . 2,699 Note 10: Comprehensive Income (Loss) The components of comprehensive income (loss) are as follows: June 28, 2009 Year Ended June 29, 2008 (in thousands) 250 June 24, 2007 567 Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . Unrealized gain (loss) on fair value of June 28, 2009 $ (302,148) (58,587) Year Ended June 29, 2008 (in thousands) $ 439,349 12,557 derivative financial instruments, net . . . . . . . . . . . . . . . . . . . . . . . . Unrealized gain on financial instruments, net . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for loss (gain) included in earnings. . . . . . SFAS No. 158 adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,633) 1,192 501 85 $ (365,589) 398 2,787 (461) (359) $ 454,271 The balance of accumulated other comprehensive income (loss) is as follows: June 24, 2007 $ 685,816 1,755 5,355 82 505 — $ 693,513 Accumulated foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated unrealized gain on derivative financial instruments . . . . . . . . . . . . . . . . Accumulated unrealized gain (loss) on financial instruments . . . . . . . . . . . . . . . . . . . SFAS No. 158 adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 June 29, 2008 (in thousands) $(51,975) 15 206 (1,068) $(52,822) $ 6,612 5,895 (734) (1,153) $10,620 70 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Note 11: Equity-Based Compensation Plans The Company has adopted stock plans that provide for the grant to employees of equity-based awards, including stock options and restricted stock units, of Lam Research Common Stock. In addition, these plans permit the grant of nonstatutory equity-based awards to paid consultants and outside directors. According to the plans, the equity-based award price is determined by the Board of Directors or its designee, the plan administrator, but in no event will it be less than the fair market value of the Company’s Common Stock on the date of grant. Equity-based awards granted under the plans vest over a period determined by the Board of Directors or the plan administrator. The Company also has an employee stock purchase plan (ESPP) that allows employees to purchase its Common Stock. A summary of stock plan transactions is as follows: Options Outstanding Restricted Stock Units June 25, 2006 . . . . . . . . . . . . . . . Additional amount authorized . . . Granted . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . Canceled . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . Vested restricted stock . . . . . . . . June 24, 2007 . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . Canceled . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . Vested restricted stock . . . . . . . . June 29, 2008 . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . Canceled . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . Vested restricted stock . . . . . . . . June 28, 2009 . . . . . . . . . . . . . . . Available For Grant 9,947,397 15,000,000 (1,091,897) 148,837 (4,500) 23,999,837 (960,157) 84,124 (7,283,998) 15,839,806 (2,592,679) 981,297 (3,516,323) 10,712,101 Number of Shares 5,527,938 — (2,179,367) (63,431) 3,285,140 — (663,681) (14,765) — 2,606,694 476,094 (731,934) (760,538) — 1,590,316 Weighted- Average Exercise Price $20.04 Number of Shares 1,045,512 Weighted- Average FMV at Grant $33.60 $ — $19.57 $19.34 $20.37 $ — $19.13 $23.23 $21.60 $20.21 $16.42 $24.97 $22.10 1,091,897 $50.39 (85,406) $40.52 (208,328) 1,843,675 960,157 $34.51 $43.14 $43.41 (69,359) $47.97 (1,038,249) 1,696,224 2,116,585 $37.56 $46.51 $27.29 (220,759) $43.98 (1,071,987) 2,520,063 $47.26 $30.32 71 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Outstanding and exercisable options presented by price range at June 28, 2009 are as follows: Range of Exercise Prices $ 8.69-$9.67 $10.81-$12.57 $12.71-$14.38 $14.50-$16.14 $16.63-$19.25 $19.79-$23.99 $24.19-$28.04 $28.12-$38.94 $40.19-$49.25 $50.46-$53.00 $ 8.69-$53.00 Options Outstanding Options Exercisable Number of Options Outstanding 97,935 77,971 44,262 75,593 65,280 611,447 437,923 117,030 53,050 9,825 1,590,316 Weighted- Average Remaining Life (Years) 0.30 0.51 0.88 1.84 1.70 4.08 1.40 3.87 0.81 0.70 2.50 Weighted- Average Exercise Price $ 9.62 $12.43 $13.54 $15.41 $17.38 $20.61 $25.95 $29.57 $45.33 $50.99 $22.10 Number of Options Exercisable 97,935 77,605 44,262 74,393 65,280 135,353 437,923 117,030 53,050 9,825 1,112,656 Weighted- Average Exercise Price $ 9.62 $ 12.44 $ 13.54 $ 15.42 $ 17.38 $ 22.03 $ 25.95 $ 29.57 $ 45.33 $ 50.99 $ 22.92 The Company awarded a total of 2,116,585 and 960,157 restricted stock units during fiscal years 2009 and 2008, respectively. Certain of the unvested restricted stock units at June 28, 2009 contain Company- specific performance targets. As of June 28, 2009, 2,520,063 restricted stock units remain subject to vesting requirements. The Company awarded 476,094 stock options during fiscal year 2009 and all remain subject to vesting requirements as of June 28, 2009. The Company did not award any stock options during fiscal year 2008. 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 28, 2009 there were a total of 4,110,379 shares subject to options and restricted stock units issued and outstanding under the Company’s Stock Plans. As of June 28, 2009, there were a total of 10,712,101 shares available for future issuance under the 2007 Stock Incentive Plan. The ESPP allows employees to designate a portion of their base compensation to be used to purchase the Company’s Common Stock at a purchase price per share of the lower of 85% of the fair market value of the Company’s Common Stock on the first or last day of the applicable purchase period. Typically, each offering period lasts 12 months and comprises three interim purchase dates. In fiscal year 2004, the Company’s stockholders approved an amendment to the 1999 ESPP to (i) each year automatically increase the number of shares available for issuance under the plan by a specific amount on a one-for-one basis with shares of Common Stock that the Company will redeem in public market and private purchases for such purpose and (ii) to authorize the Plan Administrator (the “Compensation Committee of the Board”) to set a limit on the number of shares a plan participant can purchase on any single plan exercise date. The automatic annual increase provides that the number of shares in the plan reserve available for issuance shall be increased on the first business day of each calendar year commencing with 2004, on a one-for-one basis with each share of Common Stock that the Company redeems, in public-market or private purchases, and designates for this purpose, by a number of shares equal to the lesser of (i) 2,000,000, (ii) one and one-half percent (1.5%) of the number of shares of all classes of Common Stock of the Company outstanding on the first business day of such calendar year, or (iii) a lesser number determined by the Plan Administrator. During fiscal years 2009, 2008 and 2007, the number of shares of Lam Research Common Stock reserved for issuance under the 1999 ESPP increased by 1.9 million shares, 1.9 million shares, and 2.0 million shares, respectively, subject to repurchase of an equal number of shares in public market or private purchases. 72 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 During fiscal year 2009, 905,948 shares of the Company’s Common Stock were sold to employees under the 1999 ESPP. A total of 11,386,794 shares of the Company’s Common Stock have been issued under the 1999 ESPP through June 28, 2009, at prices ranging from $4.11 to $46.25 per share. At June 28, 2009, 7,360,526 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). The Company recognized equity-based compensation expense of $53.5 million during fiscal year 2009, $42.5 million during fiscal year 2008 and $35.6 million during fiscal year 2007. The income tax benefit recognized in the consolidated statements of operations related to equity-based compensation expense was $9.1 million during fiscal year 2009, $7.0 million during fiscal year 2008, and $5.8 million during fiscal year 2007. 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. Stock Options and Restricted Stock Units Stock Options The Company did not grant any stock options during fiscal years 2008 and 2007. The fair value of the Company’s stock options issued during fiscal year 2009 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. The Company assumed no expected dividends and the following assumptions used to value these stock options: Expected term: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility: . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rate: . . . . . . . . . . . . . . . . . . . . . . . . 4.0 years 46.9% 2.07% The year-end intrinsic value relating to stock options for fiscal years 2009, 2008, and 2007 is presented below: June 28, 2009 Intrinsic value — options outstanding . . . . . . . . . . . . Intrinsic value — options exercisable . . . . . . . . . . . . Intrinsic value — options exercised . . . . . . . . . . . . . . $ 6.70 $ 4.50 $ 7.20 Year Ended June 29, 2008 (millions) $ 41.20 $ 40.74 $ 22.18 June 24, 2007 $107.50 $102.00 $ 69.00 As of June 28, 2009, there was $3.1 million of total unrecognized compensation cost related to nonvested stock options granted and outstanding; that cost is expected to be recognized through March 2011. Cash received from stock option exercises was $12.0 million, $12.7 million, and $42.5 million during fiscal years 2009, 2008, and 2007, respectively. Restricted Stock Units The fair value of the Company’s restricted stock units was calculated based upon the fair market value of the Company’s stock at the date of grant. As of June 28, 2009, there was $57.0 million of total unrecognized compensation cost related to nonvested restricted stock units granted; that cost is expected to be recognized over a weighted average remaining vesting period of 1.2 years. 73 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 ESPP ESPP awards were valued using the Black-Scholes model. During fiscal years 2009, 2008, and 2007 ESPP was valued assuming no expected dividends and the following weighted-average assumptions: Expected life (years) . . . . . . . . . . . . . . . . . . . . . . . . . . Expected stock price volatility . . . . . . . . . . . . . . . . . . Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 0.68 June 29, 2008 0.82 74.00% 42.60% 44.50% 5.00% 2.00% 0.41% June 24, 2007 0.68 As of June 28, 2009, there was $5.3 million of total unrecognized compensation cost related to the ESPP that is expected to be recognized over a remaining vesting period of 6 months. Note 12: Profit Sharing and Benefit Plans Profit sharing is awarded to certain employees based upon performance against specific corporate financial and operating goals. Distributions to employees by the Company are based upon a percentage of earned compensation, provided that a threshold level of the Company’s financial and performance goals are met. In addition to profit sharing the Company has other bonus plans based on achievement of profitability and other specific performance criteria. Charges to expense under these plans were $16.2 million, $93.1 million, and $102.0 million during fiscal years 2009, 2008, and 2007, respectively. The Company maintains a 401(k)-retirement savings plan for its full-time employees in North America. Commencing September 1, 2006, each participant in the plan may elect to contribute from 2% to 75% of his or her annual salary to the plan, subject to statutory limitations. The Company makes matching employee contributions in cash to the plan at the rate of 50% of the first 6% of salary contributed. Employees participating in the 401(k)- retirement savings plan are 100% vested in the Company matching contributions and investments are directed by participants. The Company made matching contributions of approximately $4.7 million, $5.0 million, and $4.4 million in fiscal years 2009, 2008, and 2007, respectively. Note 13: Commitments The Company has certain obligations to make future payments under various contracts, some of which are recorded on its balance sheet and some of which are not. Obligations are recorded on the Company’s balance sheet in accordance with U.S. generally accepted accounting principles and include the Company’s long-term debt which is outlined in the following table and noted below. The Company’s off-balance sheet arrangements include contractual relationships and are presented as operating leases and purchase obligations in the tables below. The Company’s contractual cash obligations and commitments relating to these agreements, and its guarantees are included in the table below. The amounts in the tables below exclude $103 million of liabilities under FIN 48 as the Company is unable to reasonably estimate the ultimate amount or time of settlement. See Note 14, “Income Taxes” of Notes to Consolidated Financial Statements for further discussion. Capital Leases Capital leases reflect building lease obligations assumed from the Company’s acquisition of SEZ and an office equipment lease. The amounts in the table below include the interest portion of payment obligations. Long-Term Debt During fiscal year 2009, the Company paid the outstanding principal balance of $250.0 million of its existing long-term debt with ABN AMRO Bank N.V. (“ABN AMRO”) using existing cash balances. There were no penalties associated with the payment. In connection with the payment, the parties agreed to terminate the 74 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 ABN AMRO Credit Agreement and related Collateral Documents. ABN AMRO continues to be a participant in our operating leases with BNP Paribas Leasing Corporation and continues to provide banking services to the Company for customary fees. The Company’s remaining total long-term debt of $27.1 million as of June 28, 2009 is the result of obligations assumed in connection with the acquisition of SEZ, consisting of various bank loans and government subsidized technology loans supporting operating needs. The Company’s contractual cash obligations relating to its existing capital leases and long-term debt as of June 289, 2009 are as follows: Payments due by period: One year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Four years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest on capital leases . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of long-term debt and capital leases . . . Long-term debt and capital leases . . . . . . . . . . . . . . . . . Capital Leases Long-term Debt (in thousands) Total $ 1,940 1,883 1,905 1,900 1,660 12,252 21,540 2,452 1,455 $17,633 $ 3,893 11,046 8,191 4,016 — — 27,146 $ 5,833 12,929 10,096 5,916 1,660 12,252 48,686 3,893 $ 23,253 5,348 $40,886 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 fiscal year 2016. Certain of the Company’s facility leases for buildings located at its Fremont, California headquarters and certain other facility leases provide the Company with an option to extend the leases for additional periods or to purchase the facilities. Certain of the Company’s facility leases provide for periodic rent increases based on the general rate of inflation. The Company’s rental expense for facilities occupied during fiscal years 2009, 2008 and 2007 was approximately $9 million, $11 million and $11 million, respectively. Included in the Operating Leases Over 5 years section of the table below is $141.7 million in guaranteed residual values for lease agreements relating to certain properties at the Company’s Fremont, California campus and properties in Livermore, California. On December 18, 2007, and as amended on April 3, 2008 and July 9, 2008, the Company entered into a series of two operating leases (the “Livermore Leases”) regarding certain improved properties in Livermore, California. On December 21, 2007, the Company entered into a series of four amended and restated operating leases (the “New Fremont Leases,” and collectively with the Livermore Leases, the “Operating Leases”) with regard to certain improved properties at the Company’s headquarters in Fremont, California. Each of the Operating Leases is an off-balance sheet arrangement. The Operating Leases (and associated documents for each Operating Lease) were entered into by the Company and BNP Paribas Leasing Corporation (“BNPPLC”). Each Livermore Lease facility has an approximately seven-year term (inclusive of an initial construction period during which BNPPLC’s and our obligations were governed by the Construction Agreement entered into with regard to such Livermore Lease facility) ending on the first business day in January 2015. Each New Fremont Lease has an approximately seven-year term ending on the first business day in January 2015. On December 1, 2008, the Company completed construction of one of the two Livermore properties. The Company 75 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 completed construction on the second property on June 1, 2009. Upon completion of construction, the Company’s occupation of each Livermore property was no longer governed by its Construction Agreement, and was instead governed by the relevant Operating Lease. 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 $164.9 million (upon completion of the Livermore construction) in separate interest-bearing accounts and/or eligible short-term investments as security for the Company’s obligations under the Operating Leases. The Company completed construction of one of two Livermore properties on December 1, 2008. Upon completion of construction of this property, the property was no longer governed by the Construction Agreement, and is now part of the Operating Leases. As of June 28, 2009, the Company had $164.9 million recorded as restricted cash and short-term investments in its consolidated balance sheet as collateral required under the lease agreements related to the amounts currently outstanding on the facility. Upon expiration of the term of an Operating Lease, the property subject to that Operating Lease may be remarketed. The Company has guaranteed to BNPPLC that each property will have a certain minimum residual value, as set forth in the applicable Operating Lease. The aggregate guarantee made by the Company under the Operating Leases is no more than approximately $141.7 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 $164.9 million plus related indemnification or other obligations). The lessor under the lease agreements is a substantive independent leasing company that does not have the characteristics of a variable interest entity (VIE) as defined by FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” and is therefore not consolidated by the Company. The remaining operating lease balances primarily relate to non-cancelable facility-related operating leases. The Company’s contractual cash obligations with respect to operating leases as of June 28, 2009 are as follows: Payments due by period: One year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Four years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating Leases (in thousands) $ 9,945 6,831 7,222 8,440 7,836 145,917 $ 186,191 76 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 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 below contains the Company’s obligations at June 28, 2009 under these arrangements and others. Actual expenditures will vary based on the volume of transactions and length of contractual service provided. In addition to these obligations, certain of these agreements include early termination provisions and/or cancellation penalties which could increase or decrease amounts actually paid. Consignment inventories, which are owned by vendors but located in the Company’s storage locations and warehouses, are not reported as the Company’s inventory until title is transferred to the Company or its purchase obligation is determined. At June 28, 2009, vendor-owned inventories held at the Company’s locations and not reported as its inventory were $13.4 million. The Company’s contractual cash obligations and commitments related to these agreements as of June 28, 2009 are as follows: Payments due by period: Less than 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase Obligations (in thousands) $103,247 66,006 33,819 16,671 $219,743 Guarantees The Company accounts for its guarantees in accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 requires a company that is a guarantor to make specific disclosures about its obligations under certain guarantees that it has issued. FIN 45 also requires a company (the guarantor) to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee. The Company has issued certain indemnifications to its lessors for taxes and general liability under some of its agreements. The Company has entered into certain insurance contracts which may limit its exposure to such indemnifications. As of June 28, 2009, the Company has not recorded any liability on its consolidated 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. 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. 77 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Warranties The Company offers standard warranties on our systems that generally run for a period of 12 months from system acceptance. The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements. Changes in the Company’s product warranty reserves were as follows: Balance at beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warranties assumed upon acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warranties issued during the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Settlements made during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expirations and change in liability for pre-existing warranties during the period . . . Changes in foreign currency exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 14: Income Taxes The components of income (loss) before income taxes are as follows: Year Ended June 28, 2009 June 29, 2008 (in thousands) $ 61,308 878 13,613 (31,553) (20,805) (2,256) $ 21,185 $ 52,186 21,059 52,923 (58,095) (6,765) — $ 61,308 United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 $ 15,301 (278,394) $ (263,093) Year Ended June 29, 2008 (in thousands) $246,028 330,948 $576,976 June 24, 2007 $351,319 496,404 $847,723 78 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Significant components of the provision (benefit) for income taxes attributable to income before income taxes are as follows: Federal: Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State: Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign: Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 Year Ended June 29, 2008 (in thousands) June 24, 2007 $ (6,523) 11,668 $ 5,145 $116,788 (18,635) $ 98,153 $ 70,285 2,001 $ 72,286 $ (487) 8,047 $ 7,560 $ $ 5,603 930 6,533 $ $ (73) 4,509 4,436 $15,017 11,333 $26,350 $39,055 $ 38,294 (5,353) $ 32,941 $137,627 $ 75,344 9,841 $ 85,185 $161,907 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: Deferred tax assets: Tax benefit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounting reserves and accruals deductible in different periods . . . . . . . . . . . . . Inventory valuation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capitalized R&D expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: Intangibles — foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Temporary differences for capital assets — federal and state . . . . . . . . . . . . . . . . State cumulative temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 June 29, 2008 (in thousands) $ 57,350 72,037 11,656 6,200 5,677 4,095 157,015 (35,518) 121,497 0 (25,632) (11,917) (4,326) (41,875) $ 79,622 $ 40,543 87,932 18,561 11,996 9,040 5,007 173,079 (3,407) 169,672 (13,835) (20,052) (16,607) (2,637) (53,131) $116,541 79 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Realization of the Company’s net deferred tax assets is based upon the weight of available evidence, including such factors as the recent earnings history and expected future taxable income. The Company believes it is more likely than not that such assets will be realized with the exception of $35.5 million related to certain California and foreign deferred tax assets. However, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time. If the valuation allowance related to deferred tax assets were released as of June 28, 2009, approximately $32.1 million would be credited to the statement of operations and $3.4 million would be credited to goodwill. The accounting treatment related to tax benefits from acquired companies will change when SFAS 141R becomes effective in the first quarter of our fiscal year 2010. At such time, any changes to the tax benefits associated with the valuation allowance recorded in the SEZ acquisition will be recorded through income tax expense, where currently the accounting treatment would require any adjustment to be recognized through the purchase price as an adjustment to goodwill. Deferred tax assets relating to tax benefits of employee stock option grants have been reduced to reflect the exercises in fiscal year 2009 and 2008. 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. As of June 28, 2009, the Company had California net operating loss carry-forwards of approximately $17.4 million. Unused net operating loss carry-forwards will expire at various dates beginning in the year 2030. When recognized, pursuant to the implementation guidance in SFAS 123R and Footnote 82 of FAS123R, these net operating losses will result in a benefit to additional paid-in capital of approximately $2 million. At June 28, 2009, the Company had federal and state tax credit carryforwards of approximately $111.2 million, of which approximately $39.7 million will expire in varying amounts between fiscal years 2023 and 2030. The remaining balance of $71.5 million of tax carryforwards may be carried forward indefinitely. The tax benefits relating to approximately $66.6 million of the tax credit carryforwards will be credited to equity when recognized, in accordance with SFAS No. 123R. At June 28, 2009, the Company had foreign net operating loss carryforwards of approximately $73.4 million of which $39.9 million will expire in fiscal year 2012. The remaining balance of $33.5 million of net operating loss carryforwards may be carried forward indefinitely. A reconciliation of income tax expense provided at the federal statutory rate (35% in fiscal years 2009, 2008 and 2007) to actual income expense is as follows: Income tax expense computed at federal statutory rate . . . . . . . . . State income taxes, net of federal tax benefit . . . . . . . . . . . . . . . . Foreign income taxes at different rates . . . . . . . . . . . . . . . . . . . . . Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation Allowance, net of federal tax benefit . . . . . . . . . . . . . . . Equity-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 28, 2009 $ (92,083) (4,550) 125,124 (9,273) 12,109 10,985 (3,257) $ 39,055 Year Ended June 29, 2008 (in thousands) $201,942 3,712 (84,077) (6,745) — 10,717 12,078 $137,627 June 24, 2007 $ 296,703 3,447 (122,574) (9,156) — 6,195 (12,708) $ 161,907 80 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 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. In fiscal year 2009 these certain foreign entities reported a loss. Accordingly, the Company did not record a tax benefit in 2009. The impact of the tax holiday decreased income taxes by approximately $18.9 million for fiscal year 2008 and $48.4 million in fiscal year 2007. The benefit of the tax holiday on net income per share (diluted) was approximately $0.00 in fiscal year 2009, $0.15 in fiscal year 2008 and $0.34 in fiscal year 2007. Unremitted earnings of the Company’s foreign subsidiaries included in consolidated retained earnings aggregated to approximately $782.1 million at June 28, 2009. These earnings, which reflect full provisions for foreign income taxes, are indefinitely reinvested in foreign operations. If these earnings were remitted to the United States, they would be subject to U.S. taxes of approximately $195.2 million at current statutory rates. The Company’s federal income tax provision includes U.S. income taxes on certain foreign-based income. In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income Taxes (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on de- recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. On June 25, 2007, upon adoption of FIN 48, the cumulative effect of applying FIN 48 was reported as an increase of the beginning balance of retained earnings of approximately $17.6 million. The aggregate changes in the balance of gross unrecognized tax benefits were as follows: Beginning balance as of June 25, 2007 (date of adoption) . . . . . . . . . . . . . . . . . . . . . . . . . Settlements and effective settlements with tax authorities and related remeasurements . . . . Lapse of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increases in balances related to tax positions taken during prior periods . . . . . . . . . . . . . . . . Decreases in balances related to tax positions taken during prior periods . . . . . . . . . . . . . . . Increases in balances related to tax positions taken during current period . . . . . . . . . . . . . . . Balance as of June 29, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Settlements and effective settlements with tax authorities and related remeasurements . . . . Lapse of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increases in balances related to tax positions taken during prior periods . . . . . . . . . . . . . . . . Decreases in balances related to tax positions taken during prior periods . . . . . . . . . . . . . . . Increases in balances related to tax positions taken during current period . . . . . . . . . . . . . . . Balance as of June 28, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (in millions) $119.2 (11.7) (0.7) — — 37.0 $143.8 0 (0.7) 13.9 (2.5) 23.9 $178.4 During fiscal year 2008, the Company completed its unilateral advanced pricing agreement (“APA”) with certain foreign tax authorities. As a result of the APA, the Company reduced its balance of gross unrecognized tax benefits by approximately $11.7 million, of which $8.1 million relates to years prior to fiscal year 2008. The amount of unrecognized tax benefits that, if recognized, that would impact the effective tax rate was $125.5 million and $101.8 million as of June 28, 2009 and June 29, 2008. Approximately $9.1 million of unrecognized tax benefits are related to the SEZ pre-acquisition period and would result in an adjustment to goodwill. The accounting treatment related to certain unrecognized tax benefits from acquired companies will change when SFAS 141R becomes effective. SFAS 141R will be effective in the first quarter of our fiscal year 2010. At such time, any changes to the recognition or measurement of these unrecognized tax benefits will be recorded through income tax expense, where currently the accounting treatment would require any adjustment to be recognized through the purchase price as an adjustment to goodwill. 81 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as tax expense. The Company had accrued interest and penalties relating to unrecognized tax benefits of approximately $19.1 million and $12.6 million as of June 28, 2009 and June 29, 2008, respectively. During fiscal year 2009, interest and penalties related to unrecognized tax benefits increased by $6.5 million. The Internal Revenue Service (IRS) is examining our U.S. income tax return for the fiscal year 2007. The State of California Franchise Tax Board (FTB) is examining our tax returns for the fiscal years 2005 and 2006 and it is anticipated that the audit will be completed by the end of fiscal year 2010. As of June 28, 2009, no significant adjustments have been proposed by the IRS or FTB. The French tax authorities have examined our tax returns for the fiscal years 2004 through 2006 and have proposed certain adjustments to the Company’s transfer pricing. We have appealed the proposed adjustments and the appeal is currently in review. We are currently under examination by the Japanese tax authorities for our fiscal years 2002 through 2008. We believe we have made adequate tax payments and/or accrued adequate amounts such that the outcome of these audits will have no material adverse effects on our consolidated operating results. The Company does not anticipate that the total unrecognized tax benefits will significantly change due to the settlement of audits and the expiration of statute of limitations in the next 12 months. Note 15: Acquisitions During fiscal year 2008, the Company acquired approximately 99% of the outstanding shares of SEZ, a major supplier of single-wafer wet clean technology and products to the global semiconductor manufacturing industry. The acquisition was an all-cash transaction. The Company acquired the remaining outstanding shares during the six months ended December 28, 2008. The acquisition of the shares was conducted pursuant to the terms of a Transaction Agreement entered into on December 10, 2007 by and between the Company and SEZ. SEZ’s Spin-Process single-wafer technology is part of a broad equipment portfolio for wafer cleaning and decontamination that is a key process adjacent to the etch process. The acquisition was accounted for as a business combination in accordance with SFAS No. 141, “Business Combinations”, and the purchase price at the time of acquisition was allocated based on the estimated fair value of net tangible and intangible assets acquired, and liabilities assumed. The purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows, in thousands: Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 628,092 11,115 $ 639,207 $ 345,494 67,743 225,970 $ 639,207 Unaudited pro forma financial information is presented below as if the acquisition of SEZ occurred at the beginning of the fiscal periods presented below. The pro forma information presented below is not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had the acquisition in fact occurred at the beginning of fiscal years 2008 and 2007. The pro forma results below reflect certain adjustments to exclude one-time transaction costs incurred with the acquisition, to amortize intangible assets and to transition to an acceptance-based revenue recognition model with respect to the acquisition of SEZ. 82 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Pro forma results of operations are as follows: Pro forma revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pro forma net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pro forma basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . Pro forma diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . June 29, 2008 $2,687,846 445,621 3.58 3.52 $ $ June 24, 2007 $2,907,129 709,605 5.12 5.01 $ $ Bullen Ultrasonics During the quarter ended December 24, 2006, the Company acquired the U.S. silicon growing and silicon fabrication assets of Bullen Ultrasonics, Inc. The Company was the largest customer of the Bullen Ultrasonics silicon business. The silicon business has become a division of the Company post-acquisition. The acquisition included assets related to Bullen Ultrasonics’ silicon growing and silicon fabrication business, including assets of Bullen Ultrasonics and Bullen Semiconductor (Suzhou) Co., Ltd., a wholly foreign- owned enterprise established in Suzhou, Jiangsu, People’s Republic of China (“PRC”). The closing of the U.S. asset acquisition occurred on November 13, 2006. The acquisition of the Suzhou assets occurred during the quarter ending September 28, 2008. The assets acquired consist of fixtures, intellectual property, equipment, inventory, material and supplies, contracts relating to the conduct of the business, certain licenses and permits issued by government authorities for use in connection with the operations of Eaton, Ohio and Suzhou manufacturing facilities, real property and leaseholds connected with such facilities, data and records related to the operation of the silicon growing and silicon fabrication business and certain proprietary rights. The acquisition supports the competitive position and capability primarily of the Company’s dielectric etch products by providing access to and control of critical intellectual property and manufacturing technology related to the production of silicon parts in the Company’s processing chambers. The Company funded the purchase price of the acquisition with existing cash resources. The acquisition was accounted for as a business combination in accordance with Statement of Financial Accounting Standards Number 141, “Business Combinations” and all amounts were recorded at their estimated fair value. The condensed consolidated financial statements include the operating results from the date of acquisition. Pro forma results of operations have not been presented because the effects of the acquisition were not material to the Company’s results. The purchase price was allocated to the fair value of assets acquired as follows, in thousands: Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $173,893 3,215 $177,108 $ 55,433 65,419 56,256 $177,108 83 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Note 16: Goodwill and Intangible Assets Goodwill Changes in the balance of goodwill during the twelve months ended June 28, 2009 and June 29, 2008 were as follows: Balance as of June 29, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional share purchases / acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of changes in foreign currency exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of June 28, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of June 24, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional share purchases / acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of changes in foreign currency exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of June 29, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (in thousands) $ 281,298 10,960 (1,303) (96,255) (25,518) $ 169,182 (in thousands) $ 59,741 220,732 825 $ 281,298 A combination of factors, including the current economic environment, a sustained decline in our market valuation and a decline in our operating results were indicators of possible impairment of the Company’s goodwill. The Company performed an analysis during the quarter ended March 29, 2009 and concluded, in accordance with Statement of Financial Accounting Standards Number 142, “Goodwill and Other Intangible Assets”, that the fair value of our Clean Product Group had been reduced below its carrying value. As a result, the Company recorded a non-cash goodwill impairment charge of approximately $89.1 million during the quarter ended March 29, 2009 and an additional $7.2 million during the quarter ended June 28, 2009 upon finalization of the impairment analysis. The calculation of the goodwill impairment charge is based on estimates of future operating results. If the Company’s future operating results do not meet current forecasts or if the Company experiences a sustained decline in its market capitalization that is determined to be indicative of a reduction in fair value of the Company’s Clean Product Group, an additional impairment analysis may be required which may result in additional impairment charges. Goodwill attributable to the SEZ acquisition of approximately $104 million is not tax deductible due to foreign jurisdiction law. The remaining goodwill balance of approximately $65 million is tax deductible. Intangible Assets The following table provides details of the Company’s intangible assets subject to amortization as of June 28, 2009 (in thousands, except years): Customer relationships . . . . . . . . . . . . . . . . . . . . . Existing technology . . . . . . . . . . . . . . . . . . . . . . . Other intangible assets . . . . . . . . . . . . . . . . . . . . . Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in Foreign Currency Exchange Rates Net $ — $21,669 $42,595 $14,994 12,347 $91,605 (7,204) (1,298) — $ (8,502) Weighted- Average Useful Life (years) 6.90 6.70 4.10 6.13 6.07 Gross $ 35,226 61,598 35,216 20,270 $ 152,310 Accumulated Amortization $(13,557) (11,799) (18,924) (7,923) $(52,203) 84 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 The following table provides details of the Company’s intangible assets subject to amortization as of June 29, 2008 (in thousands, except years): Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Existing technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross $ 35,226 61,598 35,216 17,710 $149,750 Accumulated Amortization $ (8,501) (4,008) (10,157) (5,195) $(27,861) Net $ 26,725 57,590 25,059 12,515 $121,889 Weighted- Average Useful Life (years) 6.90 6.70 4.10 7.40 6.20 The Company recognized $24.0 million, $17.9 million, and $9.2 million in intangible asset amortization expense during fiscal years 2009, 2008, and 2007, respectively. The estimated future amortization expense of purchased intangible assets as of June 28, 2009 is as follows (in thousands): Fiscal Year 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amount $24,168 21,188 17,937 16,506 9,956 1,850 $91,605 Note 17: Segment, Geographic Information and Major Customers The Company operates in one reportable business segment: manufacturing and servicing of front-end wafer processing semiconductor manufacturing equipment. The Company’s material operating segments qualify for aggregation under Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information,” due to their identical customer base and similarities in economic characteristics, nature of products and services, and processes for procurement, manufacturing and distribution. The Company operates in six geographic regions: the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific. For geographical reporting, revenues are attributed to the geographic location in which the customers’ facilities are located while long-lived assets are attributed to the geographic locations in which the assets are located. June 28, 2009 Year Ended June 29, 2008 (in thousands) June 24, 2007 Revenue: United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 171,359 121,178 141,375 208,053 239,911 234,070 $1,115,946 $ 417,807 235,191 308,984 502,683 554,924 455,322 $2,474,911 $ 408,631 237,716 451,487 573,875 531,310 363,557 $ 2,566,576 85 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 June 28, 2009 June 29, 2008 (in thousands) June 24, 2007 Long-lived assets: United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 183,372 90,608 4,077 2,687 11,478 1,776 $ 293,998 $ 188,432 113,020 1,797 5,420 3,511 1,982 $ 314,162 $ 138,172 20,515 1,398 694 3,409 1,143 $ 165,331 In fiscal year 2009, revenues from Samsung Electronics Company, Ltd. and Toshiba Corporation accounted for approximately 19% and 11%, respectively, of total revenues. In fiscal year 2008, revenues from Samsung Electronics Company, Ltd. and Toshiba Corporation accounted for approximately 19% and 13%, respectively of total revenues. In fiscal year 2007, revenues from Hynix Semiconductor and Samsung Electronics each accounted for approximately 14% of total revenues. Note 18: Restructuring and Asset Impairments During the June 2008 quarter the Company incurred expenses for restructuring and asset impairment charges related to the integration of SEZ and overall streamlining of the Company’s combined Clean Product Group (“June 2008 Plan”). The Company incurred additional expenses under the June 2008 Plan during the quarter ended September 28, 2008. The charges during the June 2008 quarter included severance and related benefits costs, excess facilities-related costs and certain asset impairments associated with the Company’s initial product line integration road maps. The charges during the September 2008 quarter primarily included severance and related benefits costs and certain asset impairments associated with the Company’s product line integration road maps. During the December 2008 quarter the Company incurred expenses for restructuring and asset impairment charges designed to better align the Company’s cost structure with its business opportunities in consideration of market and economic uncertainties (“December 2008 Plan”). The charges during the December 2008 quarter consisted primarily of severance and related benefits costs as well as certain facilities related costs and asset impairments. During the March 2009 quarter the Company incurred expenses for restructuring and asset impairment charges designed to align the Company’s cost structure with its outlook for the current economic environment and future business opportunities (“March 2009 Plan”). The charges during the March 2009 quarter consisted primarily of severance and related benefits costs as well as certain facilities related costs and asset impairments. The Company incurred additional expenses under the March 2009 Plan during the quarter ended June 28, 2009. The charges during the June 2009 quarter consisted primarily of severance and related benefits costs as well as certain facilities related costs and asset impairments. Prior to the end of each of the quarters noted above, the Company initiated the announced restructuring activities and management, with the proper level of authority, approved specific actions under the June 2008 Plan, December 2008 Plan, and March 2009 Plan. Severance packages to affected employees were communicated in enough detail such that the employees could determine their type and amount of benefit. The termination of the affected employees occurred as soon as practical after the restructuring plans were announced. The amount of remaining future lease payments for facilities the Company ceased to use and included in the restructuring charges is based on management’s estimates using known prevailing real estate market conditions at that time based, in part, on the opinions of independent real estate experts. Leasehold improvements relating to the vacated buildings were written off, as these items will have no future economic benefit to the Company and have been abandoned. 86 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 The Company distinguishes regular operating cost management activities from restructuring activities. Accounting for restructuring activities requires an evaluation of formally committed and approved plans. Restructuring activities have comparatively greater strategic significance and materiality and may involve exit activities, whereas regular cost containment activities are more tactical in nature and are rarely characterized by formal and integrated action plans or exiting a particular product, facility, or service. The Company recorded net restructuring charges and asset impairments during fiscal year 2009 of approximately $65.5 million, consisting of severance and benefits for involuntarily terminated employees of $52.0 million, charges for the write-off of certain assets totaling $10.2 million, and charges for the present value of remaining lease payments, net of sublease income, on vacated facilities of $3.3 million. Of the total $65.5 million in charges, $21.0 million was recorded in cost of goods sold and $44.5 million was recorded in operating expenses in our fiscal year 2009 consolidated statement of operations. The Company recorded net restructuring charges and asset impairments during fiscal year 2008 of approximately $19.0 million, consisting of severance and benefits for involuntarily terminated employees of $5.5 million, charges for the present value of remaining lease payments, net of sublease income, on vacated facilities of $0.9 million, and the write-off of related fixed assets of $1.9 million. The Company also recorded asset impairments related to initial product line integration road maps of $10.7 million. Of the total $19.0 million in charges, $12.6 million was recorded in cost of goods sold and $6.4 million was recorded in operating expenses in the Company’s fiscal year 2008 consolidated statement of operations. Below is a table summarizing activity relating to the June 2008 Plan: Fiscal year 2008 expense . . . . . . . . . . . . . . Cash payments . . . . . . . . . . . . . . . . . . . . . . Non-cash charges . . . . . . . . . . . . . . . . . . . . Balance at June 29, 2008 . . . . . . . . . . . . . . Fiscal year 2009 expense . . . . . . . . . . . . . . Cash payments . . . . . . . . . . . . . . . . . . . . . . Non-cash charges . . . . . . . . . . . . . . . . . . . . Balance at June 28, 2009 . . . . . . . . . . . . . . Severance and Benefits $ 5,513 (927) — 4,586 12,554 (13,155) (3,418) 567 $ Facilities $ 899 — — 899 — (873) — $ 26 Abandoned Assets (in thousands) $ 1,893 — (1,893) — 3,395 — (3,395) $ — Inventory Total $ 10,671 — (10,671) — 3,067 — (3,067) $ — $ $ 18,976 (927) (12,564) 5,485 19,016 (14,028) (9,880) 593 Below is a table summarizing activity relating to the December 2008 Plan: Fiscal year 2009 expense . . . . . . . . . . . . . . Cash payments . . . . . . . . . . . . . . . . . . . . . . Non-cash charges . . . . . . . . . . . . . . . . . . . . Balance at June 28, 2009 . . . . . . . . . . . . . . Severance and Benefits $ 16,412 (15,728) — 684 $ Facilities $ 618 — (618) $ — Abandoned Assets (in thousands) $ — — — $ — Inventory Total $ 819 — (819) $ — $ 17,849 (15,728) (1,437) 684 $ 87 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) JUNE 28, 2009 Below is a table summarizing activity relating to the March 2009 Plan: Fiscal year 2009 expense . . . . . . . . . . . . . . . Cash payments . . . . . . . . . . . . . . . . . . . . . . . Non-cash charges . . . . . . . . . . . . . . . . . . . . . Balance at June 28, 2009 . . . . . . . . . . . . . . . Severance and Benefits $ 23,038 (18,647) (466) $ 3,925 Facilities $ 2,265 (1,828) — 437 $ Abandoned Assets (in thousands) $ 3,008 — (3,008) $ — Inventory Total $ 330 — (330) $ — $ 28,641 (20,475) (3,804) $ 4,362 The severance and benefits-related balances are anticipated to be paid by the end of fiscal year 2010. The facilities balance consists primarily of lease payments, net of sublease income, on vacated buildings and is expected to be paid by the end of fiscal year 2015. Note 19: Stock Repurchase Program On September 8, 2008, the Company announced that its Board of Directors had authorized the repurchase of up to $250 million of Company common stock from the public market or in private purchases. While the repurchase program does not have a defined termination date, it may be suspended or discontinued at any time, and is funded using the Company’s available cash. The Company suspended repurchases under the Board authorized program prior to the end of the December 2008 quarter. Share repurchases under the authorizations were as follows (in thousands, except per-share data): Period Authorization of up to $250 million — September 2008 . . . . . . . . . . . . . . . . . . . . . . Quarter ended September 28, 2008 . . . . . . . . . . Quarter ended December 28, 2008 . . . . . . . . . . Quarter ended March 29, 2009 . . . . . . . . . . . . . . Quarter ended June 28, 2009 . . . . . . . . . . . . . . . Total Number of Shares Repurchased — 1 1,053 — — Total Cost of Repurchase Average Price Paid Per Share $ — 15 23,043 — — $ — 30.00 21.87 — — Amount Available Under Repurchase Program $250,000 249,985 226,942 226,942 226,942 In addition to shares repurchased under Board authorized repurchase programs shown above, during the twelve months ended June 28, 2009 the Company withheld 312,213 shares, respectively, through net share settlements upon the vesting of restricted stock unit awards under the Company’s equity compensation plans to cover tax withholding obligations. Note 20: Legal Proceedings From time to time, the Company has received notices from third parties alleging infringement of such parties’ patent or other intellectual property rights by the Company’s products. In such cases it is the Company’s policy to defend the claims, or if considered appropriate, negotiate licenses on commercially reasonable terms. However, no assurance can be given that the Company will be able in the future to negotiate necessary licenses on commercially reasonable terms, or at all, or that any litigation resulting from such claims would not have a material adverse effect on the Company’s consolidated financial position or operating results. Aspect Systems, Inc. (“Aspect”) sued the Company for breach of contract and various business torts arising out of a transaction in which the Company licensed Aspect to sell certain of the Company’s legacy Autoetch and Drytek products. The case went to trial in the United States District Court for the District of Arizona in December of 2008, resulting in a jury verdict in favor of Aspect. The Company filed an appeal from the ensuing judgment, which is now pending. The Company recorded the amount of the legal judgment of $4.6 million in its consolidated statement of operations for the year ended June 28, 2009. 88 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 28, 2009 and June 29, 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended June 28, 2009. 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 28, 2009 and June 29, 2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 28, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. As discussed in Note 2 to the Notes to the Consolidated Financial Statements, under the heading Income Taxes, Lam Research Corporation changed its method of accounting for income tax uncertainties in fiscal year 2008. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Lam Research Corporation’s internal control over financial reporting as of June 28, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 26, 2009 expressed an unqualified opinion thereon. San Jose, California August 26, 2009 89 Report of Independent Registered Public Accounting Firm 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 28, 2009, 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 28, 2009, 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 28, 2009 and June 29, 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended June 28, 2009 of Lam Research Corporation and our report dated August 26, 2009 expressed an unqualified opinion thereon. San Jose, California August 26, 2009 90 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. SIGNATURES LAM RESEARCH CORPORATION By /s/ Stephen G. Newberry Stephen G. Newberry, President and Chief Executive Officer Dated: August 26, 2009 91 POWER OF ATTORNEY AND SIGNATURES By signing this Annual Report on Form 10-K below, I hereby appoint each of Stephen G. Newberry and Ernest E. Maddock, jointly and severally, as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other related documents) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title Date Principal Executive Officer /s/ Stephen G. Newberry Stephen G. Newberry Principal Financial Officer and Principal Accounting Officer /s/ Ernest E. Maddock Ernest E. Maddock Other Directors /s/ James W. Bagley James W. Bagley /s/ Dr. Seiichi Watanabe Dr. Seiichi Watanabe /s/ David G. Arscott David G. Arscott /s/ Robert M. Berdahl Robert M. Berdahl /s/ Richard J. Elkus, Jr. Richard J. Elkus, Jr. /s/ Jack R. Harris Jack R. Harris /s/ Grant M. Inman Grant M. Inman /s/ Catherine P. Lego Catherine P. Lego /s/ Patricia S. Wolpert Patricia S. Wolpert President and Chief Executive Officer, Director August 26, 2009 August 26, 2009 August 26, 2009 August 26, 2009 August 26, 2009 August 26, 2009 August 26, 2009 August 26, 2009 August 26, 2009 August 26, 2009 August 26, 2009 Senior Vice President, Chief Financial Officer, and Chief Accounting Officer Executive Chairman Director Director Director Director Director Director Director Director 92 LAM RESEARCH CORPORATION SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Additions Balance at Beginning of Period Charged to Costs and Expenses Balance at End of Period Deductions (Describe) Description YEAR ENDED JUNE 28, 2009 Deducted from asset accounts: Allowance for doubtful accounts . . . . . . . . . . $ 4,102,000 $ 6,794,000 $177,000 (1) $10,719,000 YEAR ENDED JUNE 29, 2008 Deducted from asset accounts: Allowance for doubtful accounts . . . . . . . . . . $ 3,851,000 $ 255,000 $ 4,000 (1) $ 4,102,000 YEAR ENDED JUNE 24, 2007 Deducted from asset accounts: Allowance for doubtful accounts . . . . . . . . . . $ 3,822,000 $ 20,000 $ 9,000 (1) $ 3,851,000 (1) $0.2 million of specific customer accounts written-off in fiscal 2009, and $0.0 million in fiscal years 2008 and 2007, respectively. 93 LAM RESEARCH CORPORATION ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 28, 2009 EXHIBIT INDEX Description 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. Bylaws of the Registrant, as amended, dated May 15, 2009. Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock dated January 27, 1997. Amended 1991 Stock Option Plan and Forms of Stock Option Agreements. Amended and restated 1997 Stock Incentive Plan. Amended and restated 1996 Performance-Based Restricted Stock Plan. Amended and restated 1999 Stock Option Plan. Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended. Lam Research Corporation 2004 Executive Incentive Plan, as amended. Lam Research Corporation 2007 Stock Incentive Plan, as amended. 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. 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. Form of Indemnification Agreement. Employment Agreement for Stephen G. Newberry, dated January 1, 2003. Employment Agreement for Ernest Maddock, dated April 15, 2003. Form of Nonstatutory Stock Option Agreement — Lam Research Corporation 1997 Stock Incentive Plan. Form of Restricted Stock Unit Award Agreement (U.S. Agreement A) — Lam Research Corporation 1997 Stock Incentive Plan. Form of Restricted Stock Unit Award Agreement (non-U.S. Agreement I-A) — Lam Research Corporation 1997 Stock Incentive Plan. Form of Restricted Stock Unit Award Agreement (U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan Form of Restricted Stock Unit Award Agreement — Outside Directors (U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan. Form of Restricted Stock Unit Award Agreement — Outside Directors (non-U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan. Transaction Agreement dated December 10, 2007 by and between Lam Research Corporation and SEZ Holding AG. Exhibit 3.1(4) 3.2(24) 3.3(4) 4.4(2)* 4.8(9)* 4.11(3)* 4.12(8)* 4.13(8)* 4.14(12)* 4.15(13)* 10.1(11) 10.2(11) 10.3(1) 10.85(5)* 10.95(6)* 10.99(7)* 10.102(10) 10.103(10) 10.106(15)* 10.107(16) 10.108(16) 10.110(17) 94 Exhibit 10.111(18) 10.112(18) 10.113(18) 10.114(18) 10.115(18) 10.116(14)* 10.117(19) 10.118(19) 10.119(19) 10.120(19) 10.121(19) 10.122(19) 10.123(19) 10.124(19) 10.125(19) 10.126(19) 10.127(19) 10.128(19) 10.129(19) 10.130(19) Description 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. Unconditional Guaranty dated as of March 3, 2008 by Bullen Semiconductor Corporation to ABN AMRO Bank N.V. Security Agreement dated as of March 3, 2008 between Lam Research Corporation and ABN AMRO Bank N.V. Security Agreement dated as of March 3, 2008 between Bullen Semiconductor Corporation and ABN AMRO Bank N.V. Pledge Agreement dated as of March 3, 2008 among Lam Research Corporation and ABN AMRO Bank N.V. Employment Agreement between James W. Bagley and Lam Research Corporation, dated December 11, 2006. Lease Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Pledge Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Closing Certificate and Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Agreement Regarding Purchase and Remarketing Options (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Lease Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Pledge Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Closing Certificate and Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Agreement Regarding Purchase and Remarketing Options (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Lease Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Pledge Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Closing Certificate and Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Agreement Regarding Purchase and Remarketing Options (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Lease Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Pledge Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. 95 Exhibit 10.131(19) 10.132(19) 10.133(19) 10.134(19) 10.135(19) 10.136(19) 10.137(19) 10.138(19) 10.139(19) 10.140(19) 10.141(19) 10.142(19) 10.143(20) 10.144(20) 10.145(20) 10.146(20) 10.147(21) 10.148(22)* 10.149(22)* 10.150(23)* 10.151(25)* 10.152(25)* 10.153(25)* Description Closing Certificate and Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Agreement Regarding Purchase and Remarketing Options (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007. Lease Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. Pledge Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. Closing Certificate and Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. Construction Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. Lease Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. Pledge Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. Closing Certificate and Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. Construction Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007. First Modification Agreement (Fremont Buildings #1, #2, #3, #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated April 3, 2008. First Modification Agreement (Livermore Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated April 3, 2008. Second Modification Agreement (Livermore Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated July 9, 2008. First Modification Agreement (Livermore Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated July 9, 2008. First Amendment to Credit Agreement between Lam Research Corporation, ABN AMRO B.V. and the Lenders party thereto, dated September 29, 2008. Form of Indemnification Agreement. Reformation of Stock Option Agreement. Stock Option Amendment and Special Bonus Agreement. Employment Agreement with Stephen G. Newberry, dated July 1, 2009. Employment Agreement with Martin B. Anstice, dated July 1, 2009. Form of Change in Control Agreement. 96 Exhibit Description 21 23.1 24 31.1 31.2 32.1 32.2 (1) (2) (3) (4) (5) (6) (7) (8) Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm. Power of Attorney (See Signature page) Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Executive Officer) Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Financial Officer) Section 1350 Certification — (Principal Executive Officer) Section 1350 Certification — (Principal Financial Officer) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1988. Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1995. Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 26, 1999. 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. Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2003. Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 29, 2003. Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2004. 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. (9) Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 8, 2005. (10) Incorporated by reference to Registrant’s Current Report on Form 8-K dated February 6, 2006. (11) Incorporated by reference to Registrant’s Current Report on Form 8-K dated October 10, 2006. (12) Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 2, 2006. (13) 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. (14) 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. (15) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 24, 2006. (16) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 25, 2007. (17) Incorporated by reference to Registrant’s Current Report on Form 8-K dated December 14, 2007. (18) Incorporated by reference to Registrant’s Current Report on Form 8-K dated March 7, 2008. (19) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 24, 2007. 97 (20) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 29, 2008. (21) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2008. (22) Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 13, 2008. (23) Incorporated by reference to Registrant’s Current Report on Form 8-K dated May 8, 2008. (24) Incorporated by reference to Registrant’s Current Report on Form 8-K dated May 21, 2009. (25) Incorporated by reference to Registrant’s Current Report on Form 8-K dated July 31, 2009. * Indicates management contract or compensatory plan or arrangement in which executive officers of the Company are eligible to participate. 98 SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21 SUBSIDIARY Lam Research International Sarl Lam Research International B.V. Lam Research GmbH Lam Research Co., Ltd. Lam Research (Shanghai) Co., Ltd. Lam Research Service Co., Ltd. Lam Research Ltd. Lam Research SAS Lam Research Singapore Pte Ltd Lam Research Korea Limited Lam Research S.r.l. Lam Research (Israel) Ltd. Lam Research Co., Ltd. LAM Research B.V. Lam Research (Ireland) Limited Silfex Incorporated Lam Research Semiconductor (Suzhou) Co., Ltd. Lam Research Holding AG Lam Research AG Lam Research Management GmbH SEZ America Inc. SEZ Japan SEZ Asia Pacific Pte. Ltd. SEZ Singapore Pte. Ltd. SEZ Korea Ltd. SEZ China Ltd. SEZ Taiwan Ltd. SEZ D.O.O. SEZ Slovakia S.T.O. STATE OR OTHER JURISDICTION OF OPERATION Switzerland Netherlands Germany Japan China China United Kingdom France Singapore Korea Italy Israel Taiwan Netherlands Ireland Ohio, United States China Switzerland Austria Austria United States Japan Singapore Singapore Korea China Taiwan Slovenia Slovakia EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 Prospectus and in the Registration Statements (Form S-8 Nos. 333- 01011, 333-18115, 333-32981, 333-45265, 333-66833, 333-72751, 333-93115, 333-74500, 333-84638, 333-127936, 333-138545 and 333-156335) 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 August 26, 2009, 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 28, 2009. San Jose, California August 26, 2009 EXHIBIT 31.1 RULE 13a-14(a)/15d-14(a) CERTIFICATION (PRINCIPAL EXECUTIVE OFFICER) I, Stephen G. Newberry, certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Lam Research Corporation; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) b) c) d) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) b) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. August 26, 2009 /s/ Stephen G. Newberry Stephen G. Newberry President and Chief Executive Officer EXHIBIT 31.2 RULE 13a-14(a)/15d-14(a) CERTIFICATION (PRINCIPAL FINANCIAL OFFICER) I, Ernest E. Maddock, certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Lam Research Corporation; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) b) c) d) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) b) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. August 26, 2009 /s/ Ernest E. Maddock Ernest E. Maddock Senior Vice President, Chief Financial Officer and Chief Accounting Officer EXHIBIT 32.1 SECTION 1350 CERTIFICATION (PRINCIPAL EXECUTIVE OFFICER) In connection with the Annual Report of Lam Research Corporation (the “Company”) on Form 10-K for the fiscal period ending June 28, 2009 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) (2) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. August 26, 2009 /s/ Stephen G. Newberry Stephen G. Newberry President and Chief Executive Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Lam Research Corporation specifically incorporates it by reference. EXHIBIT 32.2 SECTION 1350 CERTIFICATION (PRINCIPAL FINANCIAL OFFICER) In connection with the Annual Report of Lam Research Corporation (the “Company”) on Form 10-K for the fiscal period ending June 28, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ernest E. Maddock, 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) (2) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. August 26, 2009 /s/ Ernest E. Maddock Ernest E. Maddock Senior Vice President, Chief Financial Officer and Chief Accounting Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Lam Research Corporation specifically incorporates it by reference. BOARD OF DIRECTORS EXECUTIVE OFFICERS James W. Bagley Executive Chairman Stephen G. Newberry President and Chief Executive Officer Stephen G. Newberry President and Chief Executive Officer James W. Bagley Executive Chairman David G. Arscott General Partner, Compass Technology Group Martin B. Anstice Executive Vice President and Chief Operating Officer Robert M. Berdahl President, Association of American Universities Ernest E. Maddock Senior Vice President and Chief Financial Officer Richard J. Elkus, Jr. Chairman, Voyan Technology Richard A. Gottscho, Ph.D. Group Vice President and General Manager, Etch Businesses Jack R. Harris Chairman, HT, Inc., and Executive Chairman, Metara, Inc. Abdi Hariri Group Vice President, Global Operations Grant M. Inman General Partner, Inman Investment Management Catherine P. Lego General Partner, The Photonics Fund, LLP, and Member, Lego Ventures, LLC Seiichi Watanabe, Ph.D. Representative Director, TechGate Investment, Inc. Patricia S. Wolpert Owner, Wolpert Consulting LLC Sarah O’Dowd, Esq. Group Vice President Human Resources and Chief Legal Officer Thomas J. Bondur Vice President and General Manager, Sales and Marketing Jeffery Marks, Ph.D. Vice President and General Manager, Global Clean Business Group © 2009 Lam Research Corporation. All rights reserved. 1009/19140/202 10/6/09 3:47 AM Lam Research Corporation 4650 Cushing Parkway Fremont, California 94538 Phone: 1.510.572.0200 www.lamresearch.com 184733LAM_Cvr_R1.indd 1 

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