Item 15. Exhibits, Financial Statement Schedules

23K characters. Original on sec.gov · Markdown

Item 15. Exhibits, Financial Statement Schedules


(a)	The following documents are filed as part of this Annual Report on Form 10-K

Index to Financial Statements



	Page
Consolidated Statements of Operations — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014	52
Consolidated Statements of Comprehensive Income — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014	53
Consolidated Balance Sheets — June 26, 2016 and June 28, 2015	54
Consolidated Statements of Cash Flows — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014	55
Consolidated Statements of Stockholders’ Equity — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014	57
Notes to Consolidated Financial Statements	58
Reports of Independent Registered Public Accounting Firm	98

2. Index to Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts	105

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 (b) of this Item 15, which is incorporated herein by reference.


(b)	The list of Exhibits follows page 105 of this 2016 Annual Report on Form 10-K and is incorporated herein by this reference.

Continues on next page

Lam Research Corporation 2016 10-K 102

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date:	August 16, 2016	LAM RESEARCH CORPORATION (Registrant)

By:		/s/ Martin B. Anstice
Martin B. Anstice
President and Chief Executive Officer

Continues on next page

Lam Research Corporation 2016 10-K 103

POWER OF ATTORNEY AND SIGNATURES

By signing this Annual Report on Form 10-K below, I hereby appoint each of Martin B. Anstice and Douglas R. Bettinger, jointly and severally, as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other related documents) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Signatures	Title	Date
Principal Executive Officer

/s/ Martin B. Anstice	President, Chief Executive Officer and Director	August 16, 2016
Martin B. Anstice

Principal Financial Officer and Principal Accounting Officer

/s/ Douglas R. Bettinger	Executive Vice President, Chief Financial Officer, and Chief Accounting Officer	August 16, 2016
Douglas R. Bettinger

Other Directors
	Chairman
Stephen G. Newberry

/s/ Eric K. Brandt	Director	August 16, 2016
Eric K. Brandt

	Director
Michael R. Cannon

/s/ Youssef A. El-Mansy	Director	August 16, 2016
Youssef A. El-Mansy

/s/ Christine Heckart	Director	August 16, 2016
Christine Heckart

/s/ Catherine P. Lego	Director	August 16, 2016
Catherine P. Lego

/s/ Krishna Saraswat	Director	August 16, 2016
Krishna Saraswat

/s/ Abhi Talwalkar	Director	August 16, 2016
Abhi Talwalkar

Continues on next page

Lam Research Corporation 2016 10-K 104

LAM RESEARCH CORPORATION

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(in thousands)



	Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Write-offs, Net of Recoveries			Balance at End of Period
YEAR ENDED JUNE 26, 2016
Deducted from asset accounts:
Allowance for doubtful accounts	$	4,890	$	—	$	265		$	5,155
YEAR ENDED JUNE 28, 2015
Deducted from asset accounts:
Allowance for doubtful accounts	$	4,962	$	8	$	(80	)	$	4,890
YEAR ENDED JUNE 29, 2014
Deducted from asset accounts:
Allowance for doubtful accounts	$	5,448	$	14	$	(500	)	$	4,962

Continues on next page

Lam Research Corporation 2016 10-K 105

LAM RESEARCH CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 26, 2016

EXHIBIT INDEX



Exhibit		Description
2.1(25)		Agreement and Plan of Merger and Reorganization, dated as of October 20, 2015, by and among Lam Research Corporation, Topeka Merger Sub 1, Inc., Topeka Merger Sub 2, Inc., and KLA-Tencor Corporation.
3.1(2)		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 of March 7, 2000; and the Certificate of Amendment effective as of November 5, 2009.
3.2(14)		Bylaws of the Registrant, as amended and restated, dated November 7, 2014.
3.3(2)		Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock dated January 30, 1997.
4.1(6)		Indenture (including Form of Notes), dated as of May 11, 2011, by and between Lam Research Corporation, and The Bank of New York Mellon Trust Company, N.A, as trustee, with respect to the 2016 Notes.
4.2(6)		Indenture (including Form of Notes), dated as of May 11, 2011, by and between Lam Research Corporation, and The Bank of New York Mellon Trust Company, N.A, as trustee, with respect to the 2018 Notes.
4.15(24)*		Lam Research Corporation 2007 Stock Incentive Plan, as amended.
4.16(7)*		Lam Research Corporation Elective Deferred Compensation Plan.
4.17(7)*		Lam Research Corporation Elective Deferred Compensation Plan II.
4.18(8)		Indenture between Novellus Systems, Inc. as Issuer and The Bank of New York Mellon Trust Company, N.A. as Trustee, dated as of May 10, 2011, including the form of 2.625% Senior Convertible Notes due 2041.
4.19(5)		Supplemental Indenture among the Registrant, as Guarantor, Novellus Systems, Inc. as Issuer and The Bank of New York Mellon Trust Company, N.A. as Trustee, dated as of June 4, 2012.
4.20(15)		Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended.
4.21(21)		Indenture (including Form of Notes), dated as of February 13, 2015, between Registrant and The Bank of New York Mellon Trust Company, N.A.
4.22(22)		First Supplemental Indenture, dated as of March 12, 2015, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee
4.23(30)		Second Supplemental Indenture, dated as of June 7, 2016, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.24(26)*		2004 Executive Incentive Plan, as Amended and Restated.
4.25(26)*		2015 Stock Incentive Plan.
10.3(1)*		Form of Indemnification Agreement.
10.107(3)		Form of Restricted Stock Unit Award Agreement—Outside Directors (U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan.
10.108(3)		Form of Restricted Stock Unit Award Agreement—Outside Directors (non-U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan.
10.148(4)*		Form of Indemnification Agreement.
10.151(5)*		Form of Indemnification Agreement.
10.162(9)*		Form of Novellus Directors and Officers Indemnification Agreement.
10.168(10)		Lease Guaranty between Novellus and Phoenix Industrial Investment Partners, L.P. dated January 21, 2003.

Continues on next page

Lam Research Corporation 2016 10-K 106



Exhibit		Description
10.169(11)		Binding Memorandum of Understanding between Novellus, and Applied Materials, Inc., effective as of September 3, 2004. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
10.170(12)*		Novellus Amended Executive Voluntary Deferred Compensation Plan, as amended.
10.171(13)*		Novellus Accelerated Stock Vesting Retirement Plan Summary.
10.172(16)*		Novellus Systems, Inc. 2011 Stock Incentive Plan, as amended July 18, 2012.
10.181(17)*		Form of Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan
10.182(17)*		Form of Restricted Stock Unit Award Agreement (International Participants) — Lam Research Corporation 2007 Stock Incentive Plan
10.183(17)*		Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan
10.184(17)*		Form of Nonstatutory Stock Option Award Agreement (International Participants) — Lam Research Corporation 2007 Stock Incentive Plan
10.187(17)*		Form of Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
10.188(17)*		Form of Restricted Stock Unit Award Agreement (International Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
10.189(17)*		Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
10.191(17)*		Form of Nonstatutory Stock Option Award Agreement (International Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
10.211(18)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan
10.212(18)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants)—Lam Research Corporation 2007 Stock Incentive Plan
10.213(18)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
10.214(18)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
10.231(19)*		Employment Agreement with Martin B. Anstice, dated January 13, 2015
10.232(19)*		Employment Agreement with Timothy M. Archer, dated January 13, 2015
10.233(19)*		Employment Agreement with Douglas R. Bettinger, dated January 13, 2015
10.234(19)*		Employment Agreement with Richard A. Gottscho, dated January 13, 2015
10.235(19)*		Form of Change in Control Agreement.
10.236(28)		Chairman’s Agreement with Stephen G. Newberry, dated December 14, 2015
10.237(20)		Form of Confidentiality Agreement
10.243(25)		Commitment Letter, dated October 20, 2015, by and among Lam Research Corporation, Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC.
10.244(26)*		Form of Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
10.245(26)*		Form of Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan.
10.246(26)*		Form of Restricted Stock Unit Award Agreement (Outside Directors) - 2015 Stock Incentive Plan.
10.247(26)*		Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
10.248(26)*		Form of Option Award Agreement (International Participants) - 2015 Stock Incentive Plan.
10.249(26)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.

Continues on next page

Lam Research Corporation 2016 10-K 107



Exhibit		Description
10.250(26)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan.
10.251(27)		Amendment and Restatement Agreement, dated November 10, 2015 among Lam Research Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders listed therein, and all exhibits and schedules attached thereto.
10.252(27)		Joinder Agreement, dated as of November 10, 2015, among Lam Research Corporation and the other agents and lenders listed therein, and the schedules attached thereto.
10.253(29)		Amended and Restated Term Loan Agreement, dated May 13, 2016, among Lam Research Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
10.254		Amendment No. 1 to the Amended and Restated Credit Agreement, dated April 26, 2016 among Lam Research Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders listed therein, and all exhibits and schedules attached thereto.
20.1(23)		Notices of Adjustment of Conversion Rate pursuant to the Indentures dated May 11, 2011, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A. as Trustee with respect to the 0.500% Senior Convertible Notes Due 2016 and the 1.250% Senior
		Convertible Notes Due 2018, and Notice of Adjustment of Conversion Rate pursuant to the indenture dated May 10, 2011, by and between Novellus Systems Incorporated and The Bank of New York Mellon Trust company, N.A. as Trustee with respect to the 2.625% Senior Convertible Notes Due 2041.
21		Subsidiaries of the Registrant.
23.1		Consent of Independent Registered Public Accounting Firm.
24		Power of Attorney (See Signature page)
31.1		Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Executive Officer)
31.2		Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Financial Officer)
32.1		Section 1350 Certification — (Principal Executive Officer)
32.2		Section 1350 Certification — (Principal Financial Officer)
101		XBRL Instance Document
101		XBRL Taxonomy Extension Schema Document
101		XBRL Taxonomy Extension Calculation Linkbase Document
101		XBRL Taxonomy Extension Definition Linkbase Document
101		XBRL Taxonomy Extension Label Linkbase Document
101		XBRL Taxonomy Extension Presentation Linkbase Document


(1)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1988 (SEC File No. 000-12933).


(2)	Incorporated by reference to Registrant’s Amendment No. 2 to its Annual Report on Form 10K/A filed on May 2, 2001, and Registrant’s Current Report on Form 8-K filed on November 10, 2009 (SEC File No. 000-12933).


(3)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2007 (SEC File No. 000-12933).


(4)	Incorporated by reference to Registrant’s Current Report on Form 8-K filed on November 13, 2008 (SEC File No. 000-12933).


(5)	Incorporated by reference to Registrant’s Current Report on Form 8-K filed on June 4, 2012 (SEC File No. 000-12933).


(6)	Incorporated by reference to Registrant’s Current Report on Form 8-K filed on May 11, 2011 (SEC File No. 000-12933).


(7)	Incorporated by reference to Registrant’s Annual Report on Form 10-K filed on August 19, 2011 (SEC File No. 000-12933)


(8)	Incorporated by reference to Novellus’ Current Report on Form 8-K filed on May 10, 2011 (SEC File No. 000-17157).

Continues on next page

Lam Research Corporation 2016 10-K 108


(9)	Incorporated by reference to Novellus’ Current Report on Form 10-Q filed on August 13, 2002 (SEC File No. 000-17157).


(10)	Incorporated by reference to Novellus’ Annual Report on Form 10-K filed on March 5, 2003 (SEC File No. 000-17157).


(11)	Incorporated by reference to Novellus’ Current Report on Form 8-K filed on September 24, 2004 (SEC File No. 000-17157).


(12)	Incorporated by reference to Novellus’ Quarterly Report on Form 10-Q filed on November 5, 2008 (SEC File No. 000-17157).


(13)	Incorporated by reference to Novellus’ Quarterly Report on Form 10-Q filed on November 2, 2010 (SEC File No. 000-17157).


(14)	Incorporated by reference to Registrant’s Current Report on Form 8-K filed on November 12, 2014 (SEC File No. 000-12933).


(15)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed on January 31, 2013 (SEC File No. 000-12933).


(16)	Incorporated by reference to Registrant’s Annual Report on Form 10-K filed on August 22, 2012 (SEC File No. 000-12933).


(17)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed on February 6, 2014 (SEC File No. 000-12933).


(18)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 18, 2014 (SEC File No. 000-12933).


(19)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 16, 2015 (SEC File No. 000-12933).


(20)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on February 3, 2015 (SEC File No. 000-12933).


(21)	Incorporated by reference to the Registrant’s Registration Statement on Form S-3 filed on February 13, 2015 (SEC File No. 333-202110).


(22)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 12, 2015 (SEC File No. 000-12933).


(23)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 16, 2015 (SEC File No. 000-12933).


(24)	Incorporated by reference to Registrant’s Annual Report on Form 10-K filed on August 27, 2013 (SEC File No. 000-12933)


(25)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 21, 2015 (SEC File No. 000-12933).


(26)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. 000-12933).


(27)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 12, 2015 (SEC File No. 000-12933).


(28)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on February 3, 2016 (SEC File No. 000-12933).


(29)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 13, 2016 (SEC File No. 000-12933).


(30)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 7, 2016 (SEC File No. 000-12933).


*	Indicates management contract or compensatory plan or arrangement in which executive officers of the Company are eligible to participate.

Continues on next page

Lam Research Corporation 2016 10-K 109

Previous: Item 14. Principal Accounting Fees and Services