Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules


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



	Page
1. Index to Financial Statements
Consolidated Statements of Operations — Years Ended June 25, 2017, June 26, 2017, and June 28, 2015	50
Consolidated Statements of Comprehensive Income — Years Ended June 25, 2017, June 26, 2017, and June 28, 2015	51
Consolidated Balance Sheets — June 25, 2017 and June 26, 2016	52
Consolidated Statements of Cash Flows — Years Ended June 25, 2017, June 26, 2017, and June 28, 2015	53
Consolidated Statements of Stockholders’ Equity — Years Ended June 25, 2017, June 26, 2017, and June 28, 2015	55
Notes to Consolidated Financial Statements	56
Reports of Independent Registered Public Accounting Firm	93

2. Index to Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts	100

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 100 of this 2017 Annual Report on Form 10-K and is incorporated herein by this reference.

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Lam Research Corporation 2017 10-K 97

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 15, 2017	LAM RESEARCH CORPORATION (Registrant)

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

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Lam Research Corporation 2017 10-K 98

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 15, 2017
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 15, 2017
Douglas R. Bettinger

Other Directors
/s/ Stephen G. Newberry	Chairman	August 15, 2017
Stephen G. Newberry

/s/ Erik K. Brandt	Director	August 15, 2017
Eric K. Brandt

/s/ Michael R. Cannon	Director	August 15, 2017
Michael R. Cannon

/a/ Youssef A. El-Mansy	Director	August 15, 2017
Youssef A. El-Mansy

/s/ Christine Heckart	Director	August 15, 2017
Christine Heckart

/s/ Young Bum Koh	Director	August 15, 2017
Young Bum (YB) Koh

/s/ Catherine P. Lego	Director	August 15, 2017
Catherine P. Lego

/s/ Abhi Talwalkar	Director	August 15, 2017
Abhi Talwalkar

/s/ Lih Shyng Tsai	Director	August 15, 2017
Lih Shyng (Rick L.) Tsai

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Lam Research Corporation 2017 10-K 99

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 25, 2017
Deducted from asset accounts:
Allowance for doubtful accounts	$	5,155	$	2,000	$	(2,052	)	$	5,103
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

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Lam Research Corporation 2017 10-K 100

LAM RESEARCH CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 25, 2017

EXHIBIT INDEX



Exhibit		Description
2.1(23)		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.
2.2 (30)		Termination Agreement dated as of October 5, 2016 by and between Lam Research Corporation and KLA-Tencor Corporation.
3.1(32)		Restated Certificate of Incorporation of the Registrant, (including Certificate and Designation, Preferences and Rights of Series A Junior Participating Preferred Stock), dated November 22, 2016.
3.2(33)		Bylaws of the Registrant, as amended and restated, dated February 8, 2017.
4.2(5)		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(22)*		Lam Research Corporation 2007 Stock Incentive Plan, as amended.
4.16(6)*		Lam Research Corporation Elective Deferred Compensation Plan.
4.17(6)*		Lam Research Corporation Elective Deferred Compensation Plan II.
4.18(7)		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(4)		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(13)		Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended.
4.21(19)		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(20)		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(28)		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(24)*		2004 Executive Incentive Plan, as Amended and Restated.
4.25(24)*		2015 Stock Incentive Plan.
10.3(1)*		Form of Indemnification Agreement.
10.107(2)		Form of Restricted Stock Unit Award Agreement—Outside Directors (U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan.
10.108(2)		Form of Restricted Stock Unit Award Agreement—Outside Directors (non-U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan.
10.148(3)*		Form of Indemnification Agreement.
10.151(4)*		Form of Indemnification Agreement.
10.162(8)*		Form of Novellus Directors and Officers Indemnification Agreement.
10.168(9)		Lease Guaranty between Novellus and Phoenix Industrial Investment Partners, L.P. dated January 21, 2003.
10.169(10)		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(11)*		Novellus Amended Executive Voluntary Deferred Compensation Plan, as amended.

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Lam Research Corporation 2017 10-K 101



Exhibit		Description
10.171(12)*		Novellus Accelerated Stock Vesting Retirement Plan Summary.
10.172(14)*		Novellus Systems, Inc. 2011 Stock Incentive Plan, as amended July 18, 2012.
10.181(15)*		Form of Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
10.182(15)*		Form of Restricted Stock Unit Award Agreement (International Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
10.183(15)*		Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
10.184(15)*		Form of Nonstatutory Stock Option Award Agreement (International Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
10.187(15)*		Form of Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
10.188(15)*		Form of Restricted Stock Unit Award Agreement (International Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
10.189(15)*		Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended).
10.191(15)*		Form of Nonstatutory Stock Option Award Agreement (International Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended).
10.211(16)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
10.212(16)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants)—Lam Research Corporation 2007 Stock Incentive Plan
10.213(16)*		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(16)*		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(17)*		Employment Agreement with Martin B. Anstice, dated January 13, 2015.
10.232(17)*		Employment Agreement with Timothy M. Archer, dated January 13, 2015.
10.233(17)*		Employment Agreement with Douglas R. Bettinger, dated January 13, 2015.
10.234(17)*		Employment Agreement with Richard A. Gottscho, dated January 13, 2015.
10.235(17)*		Form of Change in Control Agreement.
10.236(26)		Chairman’s Agreement with Stephen G. Newberry, dated December 14, 2015
10.237(18)		Form of Confidentiality Agreement.
10.243(23)		Commitment Letter, dated October 20, 2015, by and among Lam Research Corporation, Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC.
10.244(24)*		Form of Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
10.245(24)*		Form of Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan.
10.246(24)*		Form of Restricted Stock Unit Award Agreement (Outside Directors) - 2015 Stock Incentive Plan.
10.247(24)*		Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
10.248(24)*		Form of Option Award Agreement (International Participants) - 2015 Stock Incentive Plan.
10.249(24)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
10.250(24)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan.

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Lam Research Corporation 2017 10-K 102



Exhibit		Description
10.251(25)		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(25)		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(27)		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 (29)		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.
10.255(31)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
10.256(31)*		Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan.
10.257 (35)*		Form of Indemnification Agreement.
10.258 (35)		Chairman’s Agreement with Stephen G. Newberry, dated December 14, 2016.
20.1(34)		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 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.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		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 Quarterly Report on Form 10-Q filed on April 30, 2007 (SEC File No. 000-12933).


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


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


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


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

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Lam Research Corporation 2017 10-K 103


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


(29)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on August 17, 2016 (SEC File No. 000-12933).


(30)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 6, 2016 (SEC File No. 000-12933).


(31)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on October 25, 2016 (SEC File No. 000-12933).


(32)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on January 30, 2017 (SEC File No. 000-12933).


(33)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 14, 2017 (SEC File No. 000-12933).


(34)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 9, 2017 (SEC File No. 000-12933).


(35)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on April 24, 2017 (SEC File No. 000-12933).

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

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Lam Research Corporation 2017 10-K 105

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