FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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94-2634797
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4650 Cushing Parkway, Fremont, California
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94538
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(Address of principal executive offices)
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(Zip code)
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Title of class
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Name of exchange on which registered
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Common Stock, Par Value $0.001 Per Share
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The Nasdaq Stock Market
(Nasdaq Global Select Market)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 1.
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Business
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Market
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Process/Application
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Technology
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Products
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Thin Film Deposition
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Metal Films
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ECD (Copper & Other)
CVD, ALD (Tungsten)
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SABRE® family
ALTUS® family
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Dielectric Films
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PECVD, ALD
Gapfill HDP-CVD
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VECTOR® family
SPEED® family
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Film Treatment
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UVTP
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SOLA® family
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Plasma Etch
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Conductor Etch
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Reactive Ion Etch
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Kiyo® family,
Versys® Metal family
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Dielectric Etch
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Reactive Ion Etch
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Flex
TM
family
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TSV Etch
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Deep Reactive Ion Etch
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Syndion® family
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Single-Wafer Clean
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Wafer Cleaning
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Wet Clean
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EOS®, DV-Prime®,
Da Vinci®, SP Series
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Bevel Cleaning
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Dry Plasma Clean
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Coronus® family
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Year Ended
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June 26,
2016 |
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June 28,
2015 |
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June 29,
2014 |
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(in thousands)
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Revenue:
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Taiwan
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$
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1,485,037
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$
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1,084,239
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$
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1,049,214
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Korea
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1,057,331
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1,406,617
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1,127,406
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China
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1,039,951
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661,094
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623,408
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Japan
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983,821
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623,575
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634,131
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Southeast Asia
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605,236
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278,350
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247,398
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United States
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495,123
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890,891
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622,022
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Europe
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219,394
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314,546
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303,730
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Total revenue
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$
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5,885,893
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$
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5,259,312
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$
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4,607,309
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Name
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Age
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Title
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Martin B. Anstice
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49
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President and Chief Executive Officer
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Timothy M. Archer
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49
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Executive Vice President and Chief Operating Officer
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Douglas R. Bettinger
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49
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Executive Vice President, Chief Financial Officer and Chief Accounting Officer
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Richard A. Gottscho
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64
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Executive Vice President, Global Products Group
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Sarah A. O’Dowd
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66
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Senior Vice President, Chief Legal Officer and Secretary
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Item 1A.
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Risk Factors
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•
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a decline in demand for our products or services;
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•
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an increase in reserves on accounts receivable due to our customers’ inability to pay us;
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•
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an increase in reserves on inventory balances due to excess or obsolete inventory as a result of our inability to sell such inventory;
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•
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valuation allowances on deferred tax assets;
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•
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restructuring charges;
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•
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asset impairments including the potential impairment of goodwill and other intangible assets;
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•
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a decline in the value of our investments;
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•
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exposure to claims from our suppliers for payment on inventory that is ordered in anticipation of customer purchases that do not come to fruition;
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•
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a decline in the value of certain facilities we lease to less than our residual value guarantee with the lessor; and
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•
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challenges maintaining reliable and uninterrupted sources of supply.
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•
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economic conditions in the electronics and semiconductor industries in general and specifically the semiconductor equipment industry;
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•
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the size and timing of orders from customers;
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•
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consolidation of the customer base, which may result in the investment decisions of one customer or market having a significant effect on demand for our products or services;
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•
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procurement shortages;
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•
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the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations;
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•
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manufacturing difficulties;
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•
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customer cancellations or delays in shipments, installations, and/or customer acceptances;
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the extent that customers continue to purchase and use our products and services in their business;
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our customers’ reuse of existing and installed products, to the extent that such reuse decreases their need to purchase new products or services;
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changes in average selling prices, customer mix, and product mix;
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our ability in a timely manner to develop, introduce and market new, enhanced, and competitive products;
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•
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our competitors’ introduction of new products;
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legal or technical challenges to our products and technology;
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transportation, communication, demand, information technology or supply disruptions based on factors outside our control such as strikes, acts of God, wars, terrorist activities, and natural or man-made disasters;
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legal, tax, accounting, or regulatory changes (including but not limited to change in import/export regulations) or changes in the interpretation or enforcement of existing requirements;
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changes in our estimated effective tax rate;
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foreign currency exchange rate fluctuations; and
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the dilutive impact of our Convertible Notes (as defined below) and related warrants on our earnings per share.
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•
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increased risk associated with any inability to satisfy our obligations;
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•
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increasing the portion of our cash flows that may have to be dedicated to interest and principal payments and may not be available for operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes; and
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•
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impairing our ability to obtain additional financing in the future.
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incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;
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create liens;
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enter into transactions with our affiliates;
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sell certain assets; and
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merge or consolidate with any person.
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a decline in demand for even a limited number of our products;
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a failure to achieve continued market acceptance of our key products;
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export restrictions or other regulatory or legislative actions that could limit our ability to sell those products to key customers or customers within certain markets;
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an improved version of products being offered by a competitor in the markets in which we participate;
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increased pressure from competitors that offer broader product lines;
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technological changes that we are unable to address with our products; or
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•
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a failure to release new or enhanced versions of our products on a timely basis.
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•
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trade balance issues;
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tariffs and other barriers;
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global or national economic and political conditions;
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changes in currency controls;
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differences in the enforcement of intellectual property and contract rights in varying jurisdictions;
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our ability to respond to customer and foreign government demands for locally sourced systems, spare parts and services and develop the necessary relationships with local suppliers;
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compliance with U.S. and international laws and regulations affecting foreign operations; including U.S. and international trade restrictions and sanctions, anti-bribery, anti-corruption, environmental, and labor laws;
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fluctuations in interest and foreign currency exchange rates;
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our ability to repatriate cash in a tax-efficient manner;
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the need for technical support resources in different locations; and
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our ability to secure and retain qualified people, and effectively manage people, in all necessary locations for the successful operation of our business.
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our ability to complete the contemplated acquisition of KLA-Tencor, or any delays thereto;
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general market, semiconductor, or semiconductor equipment industry conditions;
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economic or political events and trends occurring globally or in any of our key sales regions;
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variations in our quarterly operating results and financial condition, including our liquidity;
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variations in our revenues, earnings or other business and financial metrics from forecasts by us or securities analysts, or from those experienced by other companies in our industry;
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announcements of restructurings, reductions in force, departure of key employees, and/or consolidations of operations;
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government regulations;
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developments in, or claims relating to, patent or other proprietary rights;
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•
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technological innovations and the introduction of new products by us or our competitors;
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commercial success or failure of our new and existing products;
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•
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disruptions of relationships with key customers or suppliers; or
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dilutive impacts of our Convertible Notes and related warrants.
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•
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various conditions to the closing of the merger may not be satisfied or waived;
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the failure to consummate the merger may result in negative publicity and a negative impression of us in the investment community;
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we and KLA-Tencor are subject to litigation related to the merger, and may be subject to additional proceedings in the future, which may effect the merger from becoming effective within the expected time frame, or at all;
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•
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required regulatory approvals from governmental entities may delay the merger or result in the imposition of conditions that could cause the abandonment of the merger;
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•
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the merger agreement may be terminated in circumstances that would require us to pay KLA-Tencor a termination fee of up to $290 million;
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•
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the merger agreement contains provisions that could discourage a potential acquirer of the Company;
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•
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our ability to attract, recruit, retain and motivate current and prospective employees who may be uncertain about the timing of the merger or their future roles and relationships with us following the completion of the merger may be adversely affected;
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•
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the increase in our leverage and debt service obligations as a result of the assumption of KLA-Tencor’s debt and the incurrence of additional financing in connection with the merger may adversely affect the combined company’s financial condition, results of operations and earnings per share; and
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•
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the attention of our employees and management may be diverted due to activities related to the merger; and disruptions from the merger, whether completed or not, may harm our relationships
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•
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the inability to successfully combine our business with KLA-Tencor in a manner that permits the combined company to achieve the full revenue and cost synergies and other benefits anticipated to result from the merger;
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•
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required regulatory approvals from governmental entities may result in limitations, additional costs or placement of restrictions on the conduct of the combined company, imposition of additional material costs on or materially limiting the revenues of the combined company following the merger;
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•
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complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; and
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•
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potential unknown liabilities and unforeseen increased expenses or delays associated with the merger.
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•
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diversion of the attention of our management; and
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•
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the disruption of, or the loss of momentum in, our ongoing business or inconsistencies in standards, controls, procedures or policies,
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 5.
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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2016
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High
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Low
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First Quarter
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$
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84.13
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$
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61.20
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Second Quarter
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$
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80.85
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$
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61.65
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Third Quarter
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$
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81.29
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$
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63.10
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Fourth Quarter
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$
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87.19
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$
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72.00
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2015
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High
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Low
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First Quarter
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$
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77.35
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$
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66.70
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Second Quarter
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$
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85.70
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$
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65.78
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Third Quarter
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$
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84.49
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$
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69.92
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Fourth Quarter
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$
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84.39
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$
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69.07
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Period
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Total Number
of Shares
Repurchased
(1)
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Average
Price Paid
Per Share
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Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
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Amount
Available
Under
Repurchase
Program
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(in thousands, except per share data)
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Available balance as of June 28, 2015
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$
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316,587
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Quarter Ended September 27, 2015
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1,413
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$
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72.69
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1,205
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$
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229,094
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Quarter Ended December 27, 2015
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184
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$
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69.76
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—
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$
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229,094
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Quarter Ended March 27, 2016
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297
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$
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67.63
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—
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$
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229,094
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March 28, 2016 - April 24, 2016
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127
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$
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82.54
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—
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$
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229,094
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April 25, 2016 - May 22, 2016
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10
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$
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75.03
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—
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$
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229,094
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May 23, 2016 - June 26, 2016
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99
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$
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83.63
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—
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$
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229,094
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Total
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2,130
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|
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$
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72.84
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1,205
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$
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229,094
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(1)
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In addition to shares repurchased under the Board-authorized repurchase program, we acquired
924,823
shares at a total cost of
$67.6 million
which we withheld through net share settlements to cover minimum tax withholding obligations upon the vesting of restricted stock unit awards granted under our equity compensation plans. The shares retained through these net share settlements are not a part of the Board-authorized repurchase program but instead are authorized under our equity compensation plans.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
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Among Lam Research Corporation, the NASDAQ Composite Index, the S&P 500 Index, and the PHLX Semiconductor Index
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6/11
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6/12
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6/13
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6/14
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6/15
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6/16
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||||||
Lam Research Corporation
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100.00
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85.23
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100.14
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153.04
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186.18
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195.44
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NASDAQ Composite
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100.00
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108.58
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128.19
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|
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169.08
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192.10
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187.57
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S&P 500
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100.00
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105.45
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127.17
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158.46
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170.22
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177.02
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PHLX Semiconductor
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100.00
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|
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104.43
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|
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123.18
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166.91
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174.92
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184.43
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Item 6.
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Selected Financial Data
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Year Ended
(1)
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||||||||||||||||||
June 26,
2016 |
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June 28,
2015 |
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June 29,
2014 |
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June 30,
2013 |
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June 24,
2012 |
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(in thousands, except per share data)
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OPERATIONS:
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||||||||||
Revenue
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$
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5,885,893
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$
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5,259,312
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$
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4,607,309
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$
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3,598,916
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$
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2,665,192
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Gross margin
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2,618,922
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2,284,336
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2,007,481
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1,403,059
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1,084,069
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|||||
Goodwill impairment
(2)
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—
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79,444
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—
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|
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—
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|
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—
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|
|||||
Restructuring charges, net
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—
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|
|
—
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|
|
—
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1,813
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|
1,725
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|||||
Operating income
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1,074,256
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|
|
788,039
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|
|
677,669
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|
|
118,071
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|
|
237,733
|
|
|||||
Net income
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914,049
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|
|
655,577
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|
|
632,289
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|
|
113,879
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|
|
168,723
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|
|||||
Net income per share:
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|
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|
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||||||||||
Basic
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$
|
5.75
|
|
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$
|
4.11
|
|
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$
|
3.84
|
|
|
$
|
0.67
|
|
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$
|
1.36
|
|
Diluted
|
$
|
5.22
|
|
|
$
|
3.70
|
|
|
$
|
3.62
|
|
|
$
|
0.66
|
|
|
$
|
1.35
|
|
Cash dividends declared per common share
|
$
|
1.20
|
|
|
$
|
0.84
|
|
|
$
|
0.18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
BALANCE SHEET:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
6,795,109
|
|
|
$
|
3,639,488
|
|
|
$
|
3,201,661
|
|
|
$
|
2,389,354
|
|
|
$
|
2,988,181
|
|
Total assets
|
12,271,528
|
|
|
9,364,648
|
|
|
7,993,306
|
|
|
7,250,315
|
|
|
8,004,652
|
|
|||||
Long-term obligations, less current portion
|
3,749,657
|
|
|
1,388,335
|
|
|
1,198,221
|
|
|
1,170,048
|
|
|
1,255,600
|
|
|||||
Current portion of long-term debt and capital leases
|
949,494
|
|
|
1,359,650
|
|
|
518,267
|
|
|
514,655
|
|
|
511,139
|
|
(1)
|
Fiscal years 2016, 2015, 2014, and 2013 amounts include operating results of Novellus. Fiscal year 2012 amounts include 20 days of operating results of Novellus from the acquisition date of June 4, 2012. The Novellus acquisition was accounted for as a business combination in accordance with the applicable accounting guidance.
|
(2)
|
Goodwill impairment analysis during fiscal year 2015 resulted in a non-cash impairment charge to our single-wafer clean reporting unit, extinguishing the goodwill ascribed to the reporting unit.
|
|
Three Months Ended
(1)
|
||||||||||||||
June 26,
2016 |
|
March 27,
2016 |
|
December 27,
2015 |
|
September 27,
2015 |
|||||||||
|
unaudited
(in thousands, except per share data)
|
||||||||||||||
QUARTERLY FISCAL YEAR 2016:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,546,261
|
|
|
$
|
1,314,055
|
|
|
$
|
1,425,534
|
|
|
$
|
1,600,043
|
|
Gross margin
|
698,784
|
|
|
571,265
|
|
|
626,510
|
|
|
722,363
|
|
||||
Operating income
|
309,241
|
|
|
190,753
|
|
|
238,834
|
|
|
335,428
|
|
||||
Net income
|
258,939
|
|
|
143,451
|
|
|
222,980
|
|
|
288,679
|
|
||||
Net income per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.62
|
|
|
$
|
0.90
|
|
|
$
|
1.41
|
|
|
$
|
1.82
|
|
Diluted
|
$
|
1.46
|
|
|
$
|
0.82
|
|
|
$
|
1.28
|
|
|
$
|
1.66
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
159,862
|
|
|
159,039
|
|
|
158,424
|
|
|
158,352
|
|
||||
Diluted
|
177,649
|
|
|
174,373
|
|
|
174,242
|
|
|
174,374
|
|
|
Three Months Ended
(1)
|
||||||||||||||
June 28,
2015 |
|
March 29,
2015 |
|
December 28,
2014 |
|
September 28,
2014 |
|||||||||
|
unaudited
(in thousands, except per share data)
|
||||||||||||||
QUARTERLY FISCAL YEAR 2015:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,481,370
|
|
|
$
|
1,393,333
|
|
|
$
|
1,232,241
|
|
|
$
|
1,152,368
|
|
Gross margin
|
641,538
|
|
|
600,602
|
|
|
536,657
|
|
|
505,539
|
|
||||
Goodwill impairment
|
79,444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Operating income
|
191,035
|
|
|
239,965
|
|
|
188,741
|
|
|
168,298
|
|
||||
Net income
|
131,271
|
|
|
206,285
|
|
|
176,940
|
|
|
141,081
|
|
||||
Net income per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.83
|
|
|
$
|
1.30
|
|
|
$
|
1.11
|
|
|
$
|
0.87
|
|
Diluted
|
$
|
0.74
|
|
|
$
|
1.16
|
|
|
$
|
1.00
|
|
|
$
|
0.80
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
158,590
|
|
|
158,992
|
|
|
159,248
|
|
|
161,685
|
|
||||
Diluted
|
176,575
|
|
|
177,531
|
|
|
177,046
|
|
|
177,118
|
|
(1)
|
Our reporting period is a 52/53-week fiscal year. The fiscal years ended
June 26, 2016
and
June 28, 2015
included 52 weeks. All quarters presented above included 13 weeks.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended
|
|
|
||||||||||||||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|
FY16 vs. FY15
|
|
FY15 vs. FY14
|
|||||||||||||||||
|
(in thousands, except per share data and percentages)
|
||||||||||||||||||||||||
Revenue
|
$
|
5,885,893
|
|
|
$
|
5,259,312
|
|
|
$
|
4,607,309
|
|
|
$
|
626,581
|
|
|
11.9
|
%
|
|
$
|
652,003
|
|
|
14.2
|
%
|
Gross margin
|
$
|
2,618,922
|
|
|
$
|
2,284,336
|
|
|
$
|
2,007,481
|
|
|
$
|
334,586
|
|
|
14.6
|
%
|
|
$
|
276,855
|
|
|
13.8
|
%
|
Gross margin as a percent of total revenue
|
44.5
|
%
|
|
43.4
|
%
|
|
43.6
|
%
|
|
1.1
|
%
|
|
|
|
(0.2
|
)%
|
|
|
|||||||
Total operating expenses
|
$
|
1,544,666
|
|
|
$
|
1,496,297
|
|
|
$
|
1,329,812
|
|
|
$
|
48,369
|
|
|
3.2
|
%
|
|
$
|
166,485
|
|
|
12.5
|
%
|
Net income
|
$
|
914,049
|
|
|
$
|
655,577
|
|
|
$
|
632,289
|
|
|
$
|
258,472
|
|
|
39.4
|
%
|
|
$
|
23,288
|
|
|
3.7
|
%
|
Net income per diluted share
|
$
|
5.22
|
|
|
$
|
3.70
|
|
|
$
|
3.62
|
|
|
$
|
1.52
|
|
|
41.1
|
%
|
|
$
|
0.08
|
|
|
2.2
|
%
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
Shipments (in millions)
|
$
|
5,901
|
|
|
$
|
5,472
|
|
|
$
|
4,551
|
|
Taiwan
|
25
|
%
|
|
22
|
%
|
|
21
|
%
|
|||
Korea
|
17
|
%
|
|
26
|
%
|
|
24
|
%
|
|||
China
|
20
|
%
|
|
12
|
%
|
|
15
|
%
|
|||
Japan
|
16
|
%
|
|
14
|
%
|
|
13
|
%
|
|||
Southeast Asia
|
11
|
%
|
|
5
|
%
|
|
5
|
%
|
|||
United States
|
8
|
%
|
|
15
|
%
|
|
15
|
%
|
|||
Europe
|
3
|
%
|
|
6
|
%
|
|
7
|
%
|
|
Year Ended
|
|||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||
Memory
|
68
|
%
|
|
58
|
%
|
|
60
|
%
|
Foundry
|
23
|
%
|
|
30
|
%
|
|
30
|
%
|
Logic/integrated device manufacturing
|
9
|
%
|
|
12
|
%
|
|
10
|
%
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
Revenue (in millions)
|
$
|
5,886
|
|
|
$
|
5,259
|
|
|
$
|
4,607
|
|
Taiwan
|
25
|
%
|
|
21
|
%
|
|
23
|
%
|
|||
Korea
|
18
|
%
|
|
27
|
%
|
|
24
|
%
|
|||
China
|
18
|
%
|
|
12
|
%
|
|
14
|
%
|
|||
Japan
|
17
|
%
|
|
12
|
%
|
|
14
|
%
|
|||
Southeast Asia
|
10
|
%
|
|
5
|
%
|
|
5
|
%
|
|||
United States
|
8
|
%
|
|
17
|
%
|
|
13
|
%
|
|||
Europe
|
4
|
%
|
|
6
|
%
|
|
7
|
%
|
|
Year Ended
|
|
|
|
|
||||||||||||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
FY16 vs. FY15
|
|
FY15 vs. FY14
|
||||||||||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||||||
Gross margin
|
$
|
2,618,922
|
|
|
$
|
2,284,336
|
|
|
$
|
2,007,481
|
|
|
$
|
334,586
|
|
|
14.6
|
%
|
|
$
|
276,855
|
|
|
13.8
|
%
|
Percent of total revenue
|
44.5
|
%
|
|
43.4
|
%
|
|
43.6
|
%
|
|
1.1
|
%
|
|
|
|
(0.2
|
)%
|
|
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
|
(in thousands)
|
||||||||||
Interest income
|
$
|
29,512
|
|
|
$
|
19,268
|
|
|
$
|
12,540
|
|
Interest expense
|
(134,773
|
)
|
|
(73,682
|
)
|
|
(61,692
|
)
|
|||
(Losses) gains on deferred compensation plan related assets, net
|
(3,995
|
)
|
|
9,071
|
|
|
9,559
|
|
|||
Foreign exchange gains (losses), net
|
308
|
|
|
2,331
|
|
|
1,529
|
|
|||
Other, net
|
(5,191
|
)
|
|
(4,177
|
)
|
|
668
|
|
|||
|
$
|
(114,139
|
)
|
|
$
|
(47,189
|
)
|
|
$
|
(37,396
|
)
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
|
(in thousands, except percentages)
|
||||||||||
Income tax expense
|
$
|
46,068
|
|
|
$
|
85,273
|
|
|
$
|
91,074
|
|
Effective tax rate
|
4.8
|
%
|
|
11.5
|
%
|
|
12.6
|
%
|
•
|
the recognition and valuation of revenue from multiple-element arrangements, which impacts revenue;
|
•
|
the valuation of inventory, which impacts gross margin;
|
•
|
the valuation of warranty reserves, which impacts gross margin;
|
•
|
the valuation of equity based compensation expense, including forfeiture estimates, which impacts both gross margin and operating expenses;
|
•
|
the recognition and measurement of current and deferred income taxes, including the measurement of uncertain tax positions, which impact our provision for income tax expenses; and
|
•
|
the valuation and recoverability of long-lived assets, which impacts gross margin and operating expenses when we record asset impairments or accelerate their depreciation or amortization.
|
Net income
|
$
|
914.0
|
|
Non-cash charges:
|
|
||
Depreciation and amortization
|
291.0
|
|
|
Equity-based compensation expense
|
142.3
|
|
|
Deferred income taxes
|
(49.0
|
)
|
|
Amortization of note discounts and issuance costs
|
70.5
|
|
|
Changes in operating asset and liability accounts
|
(52.2
|
)
|
|
Gain on sale of assets
|
(15.2
|
)
|
|
Other
|
48.9
|
|
|
|
$
|
1,350.3
|
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
|
Sublease
Income
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Operating Leases
|
$
|
62,417
|
|
|
$
|
20,393
|
|
|
$
|
19,902
|
|
|
$
|
13,570
|
|
|
$
|
8,758
|
|
|
$
|
(206
|
)
|
Capital Leases
|
7,425
|
|
|
7,208
|
|
|
160
|
|
|
57
|
|
|
—
|
|
|
—
|
|
||||||
Purchase Obligations
|
231,586
|
|
|
221,312
|
|
|
4,358
|
|
|
4,205
|
|
|
1,711
|
|
|
—
|
|
||||||
Long-term Debt and Interest Expense
(1)
|
5,891,509
|
|
|
138,847
|
|
|
721,363
|
|
|
1,547,636
|
|
|
3,483,663
|
|
|
—
|
|
||||||
Other long-term liabilities
(2)
|
134,562
|
|
|
1,050
|
|
|
589
|
|
|
8,373
|
|
|
124,550
|
|
|
—
|
|
||||||
Total
|
$
|
6,327,499
|
|
|
$
|
388,810
|
|
|
$
|
746,372
|
|
|
$
|
1,573,841
|
|
|
$
|
3,618,682
|
|
|
$
|
(206
|
)
|
(1)
|
The conversion period for the Convertible Notes was open as of June 28, 2015 and as such the net carrying value of the Convertible Notes is included within current liabilities on our Consolidated Balance Sheet. The principal balances of the Convertible Notes are reflected in the payment period in the table above based on the contractual maturity assuming no conversion. See Note 13 of our Consolidated Financial Statements for additional information concerning the Convertible Notes and associated conversion features.
|
(2)
|
Certain tax-related liabilities and post retirement benefits classified as other non-current liabilities on the consolidated balance sheet are included in the more than 5 years category due to the uncertainty in the timing and amount of future payments. Additionally the balance excludes contractual obligations recorded in our consolidated balance sheet as current liabilities.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Valuation of Securities
Given an Interest Rate
Decrease of X Basis Points
|
|
Fair Value
as of
|
|
Valuation of Securities
Given an Interest Rate
Increase of X Basis Points
|
||||||||||||||||||||||
|
June 26, 2016
|
|
|||||||||||||||||||||||||
(150 BPS)
|
|
(100 BPS)
|
|
(50 BPS)
|
|
—%
|
|
50 BPS
|
|
100 BPS
|
|
150 BPS
|
|||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Time Deposit
|
$
|
904,243
|
|
|
$
|
904,243
|
|
|
$
|
904,243
|
|
|
$
|
904,243
|
|
|
$
|
904,243
|
|
|
$
|
904,243
|
|
|
$
|
904,243
|
|
Municipal Notes and Bonds
|
266,956
|
|
|
266,857
|
|
|
266,532
|
|
|
265,725
|
|
|
264,913
|
|
|
264,101
|
|
|
263,290
|
|
|||||||
US Treasury & Agencies
|
461,378
|
|
|
461,378
|
|
|
460,090
|
|
|
456,788
|
|
|
453,313
|
|
|
449,837
|
|
|
446,361
|
|
|||||||
Government-Sponsored Enterprises
|
32,316
|
|
|
32,309
|
|
|
32,201
|
|
|
31,963
|
|
|
31,726
|
|
|
31,488
|
|
|
31,250
|
|
|||||||
Foreign Government Bonds
|
42,093
|
|
|
42,037
|
|
|
41,789
|
|
|
41,512
|
|
|
41,233
|
|
|
40,956
|
|
|
40,678
|
|
|||||||
Bank and Corporate Notes
|
1,000,189
|
|
|
996,383
|
|
|
989,991
|
|
|
983,341
|
|
|
976,693
|
|
|
970,045
|
|
|
963,397
|
|
|||||||
Mortgage Backed Securities - Residential
|
17,715
|
|
|
17,626
|
|
|
17,458
|
|
|
17,280
|
|
|
17,100
|
|
|
16,922
|
|
|
16,743
|
|
|||||||
Mortgage Backed Securities - Commercial
|
55,947
|
|
|
55,635
|
|
|
55,317
|
|
|
54,999
|
|
|
54,681
|
|
|
54,363
|
|
|
54,045
|
|
|||||||
Total
|
$
|
2,780,837
|
|
|
$
|
2,776,468
|
|
|
$
|
2,767,621
|
|
|
$
|
2,755,851
|
|
|
$
|
2,743,902
|
|
|
$
|
2,731,955
|
|
|
$
|
2,720,007
|
|
|
Notional
Amount
|
|
Unrealized FX
Gain / (Loss)
|
|
Valuation of FX Contracts Given an X%
Increase (+)/Decrease(-) in Each
|
||||||||||||
June 26, 2016
|
=+ / - (10%)
|
|
=+ / - (15%)
|
||||||||||||||
|
(in $ Millions)
|
||||||||||||||||
Forward contracts
|
|
|
|
|
|
|
|
||||||||||
Sell
|
Japanese Yen
|
$
|
219.1
|
|
|
$
|
(11.8
|
)
|
|
$
|
23.0
|
|
|
$
|
34.5
|
|
|
Buy
|
Korean Won
|
8.6
|
|
|
0.1
|
|
|
0.9
|
|
|
1.3
|
|
|||||
Buy
|
Euro
|
36.3
|
|
|
0.8
|
|
|
3.7
|
|
|
5.5
|
|
|||||
|
|
|
|
$
|
(10.9
|
)
|
|
$
|
27.6
|
|
|
$
|
41.3
|
|
|||
Option contracts
|
|
|
|
|
|
|
|
|
|||||||||
Buy Put
(1)
|
Japanese Yen
|
$
|
39.1
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
Sell put
(2)
|
Japanese Yen
|
39.1
|
|
|
—
|
|
|
0.1
|
|
|
0.3
|
|
|||||
|
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.6
|
|
|
$
|
1.1
|
|
|
Notional
Amount
|
|
Unrealized FX
Gain / (Loss)
|
|
Valuation of FX Contracts Given an X%
Increase (+)/Decrease(-) in Each
|
||||||||||||
|
June 26, 2016
|
=+ / - (10%)
|
|
=+ / - (15%)
|
|||||||||||||
|
(in $ Millions)
|
||||||||||||||||
Forward contracts, balance sheet hedge
|
|
|
|
|
|
|
|||||||||||
Sell
|
Japanese Yen
|
$
|
56.9
|
|
|
$
|
1.3
|
|
|
$
|
5.8
|
|
|
$
|
8.5
|
|
|
Sell
|
Korean Won
|
5.0
|
|
|
(0.1
|
)
|
|
0.5
|
|
|
0.7
|
|
|||||
Buy
|
Swiss Francs
|
4.5
|
|
|
—
|
|
|
0.4
|
|
|
0.7
|
|
|||||
Buy
|
Taiwan Dollar
|
23.3
|
|
|
(0.1
|
)
|
|
2.3
|
|
|
3.5
|
|
|||||
Buy
|
Chinese Renminbi
|
9.1
|
|
|
—
|
|
|
0.9
|
|
|
1.4
|
|
|||||
Buy
|
Singapore Dollar
|
18.3
|
|
|
—
|
|
|
1.8
|
|
|
2.7
|
|
|||||
Buy
|
Euro
|
16.0
|
|
|
(0.4
|
)
|
|
1.6
|
|
|
2.4
|
|
|||||
|
|
|
|
$
|
0.7
|
|
|
$
|
13.3
|
|
|
$
|
19.9
|
|
|
Page
|
Consolidated Statements of Operations — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014
|
|
Consolidated Statements of Comprehensive Income — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014
|
|
Consolidated Balance Sheets — June 26, 2016 and June 28, 2015
|
|
Consolidated Statements of Cash Flows — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014
|
|
Consolidated Statements of Stockholders’ Equity — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014
|
|
Notes to Consolidated Financial Statements
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
Revenue
|
$
|
5,885,893
|
|
|
$
|
5,259,312
|
|
|
$
|
4,607,309
|
|
Cost of goods sold
|
3,266,971
|
|
|
2,974,976
|
|
|
2,599,828
|
|
|||
Gross margin
|
2,618,922
|
|
|
2,284,336
|
|
|
2,007,481
|
|
|||
Research and development
|
913,712
|
|
|
825,242
|
|
|
716,471
|
|
|||
Selling, general and administrative
|
630,954
|
|
|
591,611
|
|
|
613,341
|
|
|||
Goodwill impairment
|
—
|
|
|
79,444
|
|
|
—
|
|
|||
Total operating expenses
|
1,544,666
|
|
|
1,496,297
|
|
|
1,329,812
|
|
|||
Operating income
|
1,074,256
|
|
|
788,039
|
|
|
677,669
|
|
|||
Gain on sale of real estate
|
—
|
|
|
—
|
|
|
83,090
|
|
|||
Other expense, net
|
(114,139
|
)
|
|
(47,189
|
)
|
|
(37,396
|
)
|
|||
Income before income taxes
|
960,117
|
|
|
740,850
|
|
|
723,363
|
|
|||
Income tax expense
|
(46,068
|
)
|
|
(85,273
|
)
|
|
(91,074
|
)
|
|||
Net income
|
$
|
914,049
|
|
|
$
|
655,577
|
|
|
$
|
632,289
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.75
|
|
|
$
|
4.11
|
|
|
$
|
3.84
|
|
Diluted
|
$
|
5.22
|
|
|
$
|
3.70
|
|
|
$
|
3.62
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic
|
158,919
|
|
|
159,629
|
|
|
164,741
|
|
|||
Diluted
|
175,159
|
|
|
177,067
|
|
|
174,503
|
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
Net income
|
$
|
914,049
|
|
|
$
|
655,577
|
|
|
$
|
632,289
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(4,403
|
)
|
|
(22,139
|
)
|
|
4,192
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Net unrealized (losses) gains during the period
|
(17,725
|
)
|
|
1,595
|
|
|
8,004
|
|
|||
Net losses (gains) reclassified into earnings
|
4,961
|
|
|
(4,388
|
)
|
|
(10,892
|
)
|
|||
|
(12,764
|
)
|
|
(2,793
|
)
|
|
(2,888
|
)
|
|||
Available-for-sale investments:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) during the period
|
9,028
|
|
|
(5,389
|
)
|
|
1,407
|
|
|||
Net (gains) losses reclassified into earnings
|
(371
|
)
|
|
71
|
|
|
165
|
|
|||
|
8,657
|
|
|
(5,318
|
)
|
|
1,572
|
|
|||
Defined benefit plans, net change in unrealized component
|
(3,027
|
)
|
|
1,109
|
|
|
(2,838
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
(11,537
|
)
|
|
(29,141
|
)
|
|
38
|
|
|||
Comprehensive income
|
$
|
902,512
|
|
|
$
|
626,436
|
|
|
$
|
632,327
|
|
|
June 26,
2016 |
|
June 28,
2015 |
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,039,322
|
|
|
$
|
1,501,539
|
|
Investments
|
1,788,612
|
|
|
2,574,947
|
|
||
Accounts receivable, less allowance for doubtful accounts of $5,155 as of June 26, 2016 and $4,890 as of June 28, 2015
|
1,262,145
|
|
|
1,093,582
|
|
||
Inventories
|
971,911
|
|
|
943,346
|
|
||
Prepaid expenses and other current assets
|
152,921
|
|
|
157,435
|
|
||
Total current assets
|
9,214,911
|
|
|
6,270,849
|
|
||
Property and equipment, net
|
639,608
|
|
|
621,418
|
|
||
Restricted cash and investments
|
250,421
|
|
|
170,969
|
|
||
Goodwill
|
1,386,276
|
|
|
1,387,509
|
|
||
Intangible assets, net
|
564,921
|
|
|
728,140
|
|
||
Other assets
|
215,391
|
|
|
185,763
|
|
||
Total assets
|
$
|
12,271,528
|
|
|
$
|
9,364,648
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Trade accounts payable
|
$
|
348,199
|
|
|
$
|
300,203
|
|
Accrued expenses and other current liabilities
|
772,910
|
|
|
649,438
|
|
||
Deferred profit
|
349,199
|
|
|
322,070
|
|
||
Current portion of convertible notes and capital leases
|
949,494
|
|
|
1,359,650
|
|
||
Total current liabilities
|
2,419,802
|
|
|
2,631,361
|
|
||
Senior notes, convertible notes, and capital leases, less current portion
|
3,383,581
|
|
|
1,001,382
|
|
||
Income taxes payable
|
231,514
|
|
|
202,930
|
|
||
Other long-term liabilities
|
134,562
|
|
|
184,023
|
|
||
Total liabilities
|
6,169,459
|
|
|
4,019,696
|
|
||
Commitments and contingencies
|
|
|
|
||||
Temporary equity, convertible notes
|
207,552
|
|
|
241,808
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, at par value of $0.001 per share; authorized - 5,000 shares, none outstanding
|
—
|
|
|
—
|
|
||
Common stock, at par value of $0.001 per share; authorized - 400,000 shares; issued and outstanding 160,201 shares at June 26, 2016 and 158,531 shares at June 28, 2015
|
160
|
|
|
159
|
|
||
Additional paid-in capital
|
5,572,898
|
|
|
5,366,773
|
|
||
Treasury stock, at cost, 101,071 shares at June 26, 2016 and 99,562 shares at June 28, 2015
|
(4,429,317
|
)
|
|
(4,302,847
|
)
|
||
Accumulated other comprehensive loss
|
(69,333
|
)
|
|
(57,796
|
)
|
||
Retained earnings
|
4,820,109
|
|
|
4,096,855
|
|
||
Total stockholders’ equity
|
5,894,517
|
|
|
5,103,144
|
|
||
Total liabilities and stockholders’ equity
|
$
|
12,271,528
|
|
|
$
|
9,364,648
|
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
914,049
|
|
|
$
|
655,577
|
|
|
$
|
632,289
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
291,028
|
|
|
277,920
|
|
|
292,254
|
|
|||
Deferred income taxes
|
(49,003
|
)
|
|
5,551
|
|
|
7,537
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
9,821
|
|
|
11,632
|
|
|||
Equity-based compensation expense
|
142,348
|
|
|
135,354
|
|
|
103,700
|
|
|||
Income tax (expense) benefit on equity-based compensation plans
|
(1,023
|
)
|
|
11,316
|
|
|
5,973
|
|
|||
Excess tax expense (benefit) on equity-based compensation plans
|
1,020
|
|
|
(11,398
|
)
|
|
(6,065
|
)
|
|||
Amortization of note discounts and issuance costs
|
70,522
|
|
|
37,550
|
|
|
35,482
|
|
|||
Gain on sale of business
|
—
|
|
|
(7,431
|
)
|
|
—
|
|
|||
Gain on sale of assets
|
(15,223
|
)
|
|
—
|
|
|
(83,090
|
)
|
|||
Goodwill impairment
|
—
|
|
|
79,444
|
|
|
—
|
|
|||
Other, net
|
48,788
|
|
|
12,656
|
|
|
12,669
|
|
|||
Changes in operating asset and liability accounts:
|
|
|
|
|
|
||||||
Accounts receivable, net of allowance
|
(169,034
|
)
|
|
(294,155
|
)
|
|
(201,549
|
)
|
|||
Inventories
|
(66,371
|
)
|
|
(207,462
|
)
|
|
(190,058
|
)
|
|||
Prepaid expenses and other assets
|
(46,664
|
)
|
|
(52,496
|
)
|
|
(11,923
|
)
|
|||
Trade accounts payable
|
41,645
|
|
|
76,617
|
|
|
18,704
|
|
|||
Deferred profit
|
27,129
|
|
|
86,146
|
|
|
10,886
|
|
|||
Accrued expenses and other liabilities
|
161,066
|
|
|
(29,507
|
)
|
|
78,608
|
|
|||
Net cash provided by operating activities
|
1,350,277
|
|
|
785,503
|
|
|
717,049
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures and intangible assets
|
(175,330
|
)
|
|
(198,265
|
)
|
|
(145,503
|
)
|
|||
Business acquisitions, net of cash acquired
|
—
|
|
|
(1,137
|
)
|
|
(30,227
|
)
|
|||
Purchases of available-for-sale securities
|
(874,998
|
)
|
|
(3,086,808
|
)
|
|
(1,312,244
|
)
|
|||
Sales and maturities of available-for-sale securities
|
1,673,826
|
|
|
2,137,068
|
|
|
1,028,278
|
|
|||
Purchase of other investments
|
—
|
|
|
(2,500
|
)
|
|
—
|
|
|||
Proceeds from sale of assets
|
79,730
|
|
|
—
|
|
|
156,397
|
|
|||
Proceeds from sale of business
|
—
|
|
|
41,212
|
|
|
—
|
|
|||
Transfer of restricted cash and investments
|
(112,381
|
)
|
|
356
|
|
|
28,085
|
|
|||
Other, net
|
1,636
|
|
|
3,978
|
|
|
10,000
|
|
|||
Net cash provided by (used for) investing activities
|
592,483
|
|
|
(1,106,096
|
)
|
|
(265,214
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Principal payments on long-term debt and capital lease obligations
|
(451,497
|
)
|
|
(1,515
|
)
|
|
(1,658
|
)
|
|||
Net proceeds from issuance of long-term debt
|
2,338,144
|
|
|
992,225
|
|
|
—
|
|
|||
Excess tax (expense) benefit on equity-based compensation plans
|
(1,020
|
)
|
|
11,398
|
|
|
6,065
|
|
|||
Treasury stock purchases
|
(158,389
|
)
|
|
(573,240
|
)
|
|
(244,859
|
)
|
|||
Dividends paid
|
(190,402
|
)
|
|
(116,059
|
)
|
|
—
|
|
|||
Reissuances of treasury stock related to employee stock purchase plan
|
55,992
|
|
|
48,803
|
|
|
42,926
|
|
|||
Proceeds from issuance of common stock
|
3,405
|
|
|
17,520
|
|
|
34,791
|
|
|||
Other, net
|
(488
|
)
|
|
(660
|
)
|
|
—
|
|
|||
Net cash provided by (used for) financing activities
|
$
|
1,595,745
|
|
|
$
|
378,472
|
|
|
$
|
(162,735
|
)
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
Effect of exchange rate changes on cash and cash equivalents
|
$
|
(722
|
)
|
|
$
|
(9,017
|
)
|
|
$
|
1,104
|
|
Net increase in cash and cash equivalents
|
3,537,783
|
|
|
48,862
|
|
|
290,204
|
|
|||
Cash and cash equivalents at beginning of year
|
1,501,539
|
|
|
1,452,677
|
|
|
1,162,473
|
|
|||
Cash and cash equivalents at end of year
|
$
|
5,039,322
|
|
|
$
|
1,501,539
|
|
|
$
|
1,452,677
|
|
Schedule of noncash transactions
|
|
|
|
|
|
||||||
Accrued payables for stock repurchases
|
$
|
—
|
|
|
$
|
3,255
|
|
|
$
|
3,392
|
|
Accrued payables for capital expenditures
|
27,953
|
|
|
22,436
|
|
|
8,085
|
|
|||
Dividends payable
|
48,052
|
|
|
47,659
|
|
|
29,240
|
|
|||
Transfers of finished goods inventory to property and equipment, net
|
37,822
|
|
|
4,547
|
|
|
—
|
|
|||
Supplemental disclosures:
|
|
|
|
|
|
||||||
Cash payments for interest
|
$
|
58,810
|
|
|
$
|
26,393
|
|
|
$
|
26,489
|
|
Cash payments for income taxes, net
|
39,745
|
|
|
114,512
|
|
|
18,157
|
|
|
Common
Stock Shares |
|
Common
Stock |
|
Additional
Paid-in Capital |
|
Treasury
Stock |
|
Accumulated
Other Comprehensive Income(Loss) |
|
Retained
Earnings |
|
Total
|
|||||||||||||
Balance at June 30, 2013
|
162,873
|
|
|
$
|
163
|
|
|
$
|
5,084,544
|
|
|
$
|
(3,539,830
|
)
|
|
$
|
(28,693
|
)
|
|
$
|
2,972,688
|
|
|
$
|
4,488,872
|
|
Sale of common stock
|
3,140
|
|
|
3
|
|
|
34,788
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,791
|
|
||||||
Purchase of treasury stock
|
(4,860
|
)
|
|
(5
|
)
|
|
—
|
|
|
(253,180
|
)
|
|
—
|
|
|
—
|
|
|
(253,185
|
)
|
||||||
Income tax benefits on equity-based compensation plans
|
—
|
|
|
—
|
|
|
5,973
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,973
|
|
||||||
Reissuance of treasury stock
|
1,197
|
|
|
1
|
|
|
6,991
|
|
|
35,934
|
|
|
—
|
|
|
—
|
|
|
42,926
|
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
103,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,700
|
|
||||||
Reclassification from temporary to permanent equity
|
—
|
|
|
—
|
|
|
3,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,571
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
632,289
|
|
|
632,289
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
38
|
|
||||||
Cash dividends declared ($.18 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,240
|
)
|
|
(29,240
|
)
|
||||||
Balance at June 29, 2014
|
162,350
|
|
|
162
|
|
|
5,239,567
|
|
|
(3,757,076
|
)
|
|
(28,655
|
)
|
|
3,575,737
|
|
|
5,029,735
|
|
||||||
Sale of common stock
|
2,876
|
|
|
4
|
|
|
17,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,523
|
|
||||||
Purchase of treasury stock
|
(7,638
|
)
|
|
(8
|
)
|
|
—
|
|
|
(573,096
|
)
|
|
—
|
|
|
—
|
|
|
(573,104
|
)
|
||||||
Income tax benefits on equity-based compensation plans
|
—
|
|
|
—
|
|
|
11,316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,316
|
|
||||||
Reissuance of treasury stock
|
943
|
|
|
1
|
|
|
21,477
|
|
|
27,325
|
|
|
—
|
|
|
—
|
|
|
48,803
|
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
135,354
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135,354
|
|
||||||
Reclassification from temporary to permanent equity
|
—
|
|
|
—
|
|
|
(58,460
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,460
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
655,577
|
|
|
655,577
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,141
|
)
|
|
—
|
|
|
(29,141
|
)
|
||||||
Cash dividends declared ($.84 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134,459
|
)
|
|
(134,459
|
)
|
||||||
Balance at June 28, 2015
|
158,531
|
|
|
159
|
|
|
5,366,773
|
|
|
(4,302,847
|
)
|
|
(57,796
|
)
|
|
4,096,855
|
|
|
5,103,144
|
|
||||||
Sale of common stock
|
2,863
|
|
|
2
|
|
|
3,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,405
|
|
||||||
Purchase of treasury stock
|
(2,130
|
)
|
|
(2
|
)
|
|
—
|
|
|
(155,132
|
)
|
|
—
|
|
|
—
|
|
|
(155,134
|
)
|
||||||
Income tax benefits on equity-based compensation plans
|
—
|
|
|
—
|
|
|
(1,023
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,023
|
)
|
||||||
Reissuance of treasury stock
|
937
|
|
|
1
|
|
|
27,329
|
|
|
28,662
|
|
|
—
|
|
|
—
|
|
|
55,992
|
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
142,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,348
|
|
||||||
Effect of conversion of convertible notes
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
||||||
Reclassification to temporary from permanent equity, net
|
—
|
|
|
—
|
|
|
34,256
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,256
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
914,049
|
|
|
914,049
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,537
|
)
|
|
—
|
|
|
(11,537
|
)
|
||||||
Cash dividends declared ($1.20 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190,795
|
)
|
|
(190,795
|
)
|
||||||
Balance at June 26, 2016
|
160,201
|
|
|
$
|
160
|
|
|
$
|
5,572,898
|
|
|
$
|
(4,429,317
|
)
|
|
$
|
(69,333
|
)
|
|
$
|
4,820,109
|
|
|
$
|
5,894,517
|
|
•
|
entities will be required to recognize all excess tax benefits or deficiencies as an income tax benefit or expense in the income statement, eliminating APIC pools;
|
•
|
entities will no longer be required to delay recognition of excess tax benefits until they are realized;
|
•
|
entities will be required to classify the excess tax benefits as an operating activity in the statement of cash flows;
|
•
|
entities will be allowed to elect an accounting policy to either estimate the number of forfeitures, or account for forfeitures as they occur; and
|
•
|
entities can withhold up to the maximum individual statutory tax rate without classifying the awards as a liability, the cash paid to satisfy the statutory income tax withholding obligations shall be classified as a financing activity in the statement of cash flows.
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
|
(in thousands)
|
||||||||||
Equity-based compensation expense
|
$
|
142,348
|
|
|
$
|
135,354
|
|
|
$
|
103,700
|
|
Income tax benefit recognized related to equity-based compensation
|
$
|
37,814
|
|
|
$
|
23,660
|
|
|
$
|
16,937
|
|
Income tax benefit realized from the exercise and vesting of options and RSUs
|
$
|
67,756
|
|
|
$
|
40,401
|
|
|
$
|
31,993
|
|
|
Options Outstanding
|
|
Restricted Stock Units Outstanding
|
||||||||||
Number of
Shares |
|
Weighted-Average
Exercise Price |
|
Number of
Shares |
|
Weighted-Average
Fair Market Value at Grant |
|||||||
June 30, 2013
|
2,570,923
|
|
|
$
|
26.87
|
|
|
4,841,796
|
|
|
$
|
39.32
|
|
Granted
|
166,455
|
|
|
$
|
51.76
|
|
|
2,811,602
|
|
|
$
|
53.21
|
|
Exercised
|
(1,403,019
|
)
|
|
$
|
24.75
|
|
|
N/A
|
|
|
N/A
|
|
|
Canceled
|
(2,473
|
)
|
|
$
|
30.21
|
|
|
(281,476
|
)
|
|
$
|
41.16
|
|
Vested restricted stock
|
N/A
|
|
|
N/A
|
|
|
(1,736,453
|
)
|
|
$
|
40.39
|
|
|
June 29, 2014
|
1,331,886
|
|
|
$
|
32.20
|
|
|
5,635,469
|
|
|
$
|
45.83
|
|
Granted
|
76,659
|
|
|
$
|
80.60
|
|
|
1,804,937
|
|
|
$
|
79.74
|
|
Exercised
|
(564,558
|
)
|
|
$
|
31.05
|
|
|
N/A
|
|
|
N/A
|
|
|
Canceled
|
(8,155
|
)
|
|
$
|
29.32
|
|
|
(174,879
|
)
|
|
$
|
50.16
|
|
Vested restricted stock
|
N/A
|
|
|
N/A
|
|
|
(2,311,439
|
)
|
|
$
|
41.17
|
|
|
June 28, 2015
|
835,832
|
|
|
$
|
37.44
|
|
|
4,954,088
|
|
|
$
|
60.13
|
|
Granted
|
196,167
|
|
|
$
|
75.57
|
|
|
2,230,851
|
|
|
$
|
71.87
|
|
Exercised
|
(123,726
|
)
|
|
$
|
24.92
|
|
|
N/A
|
|
|
N/A
|
|
|
Canceled
|
(862
|
)
|
|
$
|
21.43
|
|
|
(110,131
|
)
|
|
$
|
69.17
|
|
Vested restricted stock
|
N/A
|
|
|
N/A
|
|
|
(2,739,704
|
)
|
|
$
|
54.04
|
|
|
June 26, 2016
|
907,411
|
|
|
$
|
47.41
|
|
|
4,335,104
|
|
|
$
|
69.30
|
|
Range of Exercise Prices
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Number of
Options Outstanding |
|
Weighted-Average
Remaining Life (Years) |
|
Weighted-Average
Exercise Price |
|
Number of
Options Exercisable |
|
Weighted-Average
Exercise Price |
|||||||
$9.44-$19.05
|
112,372
|
|
|
0.30
|
|
$
|
13.18
|
|
|
112,372
|
|
|
$
|
13.18
|
|
$21.28-$23.59
|
40,623
|
|
|
0.17
|
|
$
|
21.88
|
|
|
40,623
|
|
|
$
|
21.88
|
|
$26.87-$29.68
|
147,427
|
|
|
0.50
|
|
$
|
29.24
|
|
|
147,427
|
|
|
$
|
29.24
|
|
$32.04-$35.68
|
27,795
|
|
|
0.15
|
|
$
|
33.02
|
|
|
27,795
|
|
|
$
|
33.02
|
|
$42.61-$80.60
|
579,194
|
|
|
3.31
|
|
$
|
61.16
|
|
|
294,929
|
|
|
$
|
49.38
|
|
$9.44-$80.60
|
907,411
|
|
|
4.43
|
|
$
|
47.41
|
|
|
623,146
|
|
|
$
|
35.56
|
|
|
Year Ended
|
|||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||
Expected volatility
|
33.08
|
%
|
|
34.45
|
%
|
|
35.28
|
%
|
Risk-free interest rate
|
1.27
|
%
|
|
1.46
|
%
|
|
1.39
|
%
|
Expected term (years)
|
4.79
|
|
|
4.80
|
|
|
4.78
|
|
Dividend yield
|
1.59
|
%
|
|
0.89
|
%
|
|
—
|
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
|
(in thousands)
|
||||||||||
Intrinsic value - options outstanding
|
$
|
31,643
|
|
|
$
|
37,961
|
|
|
$
|
46,283
|
|
Intrinsic value - options exercisable
|
$
|
29,112
|
|
|
$
|
33,360
|
|
|
$
|
31,653
|
|
Intrinsic value - options exercised
|
$
|
6,562
|
|
|
$
|
26,806
|
|
|
$
|
41,379
|
|
|
Year Ended
|
|||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||
Expected volatility
|
29.81
|
%
|
|
27.93
|
%
|
|
29.27
|
%
|
Risk-free interest rate
|
0.97
|
%
|
|
1.05
|
%
|
|
0.55
|
%
|
Expected term (years)
|
2.92
|
|
|
2.98
|
|
|
2.67
|
|
Dividend yield
|
1.59
|
%
|
|
0.89
|
%
|
|
—
|
|
|
Year Ended
|
|||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||
Expected term (years)
|
0.67
|
|
|
0.67
|
|
|
0.68
|
|
Expected stock price volatility
|
35.48
|
%
|
|
27.60
|
%
|
|
30.24
|
%
|
Risk-free interest rate
|
0.29
|
%
|
|
0.07
|
%
|
|
0.07
|
%
|
Dividend Yield
|
1.18
|
%
|
|
0.69
|
%
|
|
—
|
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
|
(in thousands)
|
||||||||||
Interest income
|
$
|
29,512
|
|
|
$
|
19,268
|
|
|
$
|
12,540
|
|
Interest expense
|
(134,773
|
)
|
|
(73,682
|
)
|
|
(61,692
|
)
|
|||
(Losses) gains on deferred compensation plan related assets, net
|
(3,995
|
)
|
|
9,071
|
|
|
9,559
|
|
|||
Foreign exchange gains (losses), net
|
308
|
|
|
2,331
|
|
|
1,529
|
|
|||
Other, net
|
(5,191
|
)
|
|
(4,177
|
)
|
|
668
|
|
|||
|
$
|
(114,139
|
)
|
|
$
|
(47,189
|
)
|
|
$
|
(37,396
|
)
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||||
|
(in thousands)
|
||||||||||
United States
|
$
|
(113,607
|
)
|
|
$
|
72,728
|
|
|
$
|
78,076
|
|
Foreign
|
1,073,724
|
|
|
668,122
|
|
|
645,287
|
|
|||
|
$
|
960,117
|
|
|
$
|
740,850
|
|
|
$
|
723,363
|
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||||
|
(in thousands)
|
||||||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
1,426
|
|
|
$
|
16,795
|
|
|
$
|
31,762
|
|
Deferred
|
(38,616
|
)
|
|
12,115
|
|
|
10,692
|
|
|||
|
(37,190
|
)
|
|
28,910
|
|
|
42,454
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
2,892
|
|
|
1,376
|
|
|
3,192
|
|
|||
Deferred
|
(7,600
|
)
|
|
158
|
|
|
(869
|
)
|
|||
|
(4,708
|
)
|
|
1,534
|
|
|
2,323
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
90,752
|
|
|
61,551
|
|
|
49,273
|
|
|||
Deferred
|
(2,786
|
)
|
|
(6,722
|
)
|
|
(2,976
|
)
|
|||
|
87,966
|
|
|
54,829
|
|
|
46,297
|
|
|||
Total Provision (Benefit) for Income Taxes
|
$
|
46,068
|
|
|
$
|
85,273
|
|
|
$
|
91,074
|
|
|
June 26,
2016 |
|
June 28,
2015 |
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Tax carryforwards
|
$
|
176,767
|
|
|
$
|
129,234
|
|
Allowances and reserves
|
128,416
|
|
|
131,079
|
|
||
Equity-based compensation
|
29,414
|
|
|
21,086
|
|
||
Inventory valuation differences
|
17,178
|
|
|
15,167
|
|
||
Prepaid cost sharing
|
88,522
|
|
|
—
|
|
||
Other
|
24,540
|
|
|
13,942
|
|
||
Gross deferred tax assets
|
464,837
|
|
|
310,508
|
|
||
Valuation allowance
|
(101,689
|
)
|
|
(85,620
|
)
|
||
Net deferred tax assets
|
363,148
|
|
|
224,888
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(46,774
|
)
|
|
(64,725
|
)
|
||
Convertible debt
|
(151,483
|
)
|
|
(130,991
|
)
|
||
Temporary differences for capital assets
|
(61,845
|
)
|
|
(37,635
|
)
|
||
Amortization of goodwill
|
(14,176
|
)
|
|
(12,502
|
)
|
||
Unremitted earnings of foreign subsidiaries
|
(146,459
|
)
|
|
(66,412
|
)
|
||
Other
|
(8,594
|
)
|
|
(6,100
|
)
|
||
Gross deferred tax liabilities
|
(429,331
|
)
|
|
(318,365
|
)
|
||
Net deferred tax liabilities
|
$
|
(66,183
|
)
|
|
$
|
(93,477
|
)
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||||
|
(in thousands)
|
||||||||||
Income tax expense computed at federal statutory rate
|
$
|
336,041
|
|
|
$
|
259,297
|
|
|
$
|
253,177
|
|
State income taxes, net of federal tax benefit
|
(14,070
|
)
|
|
(8,611
|
)
|
|
1,884
|
|
|||
Foreign income taxed at different rates
|
(265,123
|
)
|
|
(175,581
|
)
|
|
(164,130
|
)
|
|||
Tax credits
|
(48,277
|
)
|
|
(24,416
|
)
|
|
(15,650
|
)
|
|||
State valuation allowance, net of federal tax benefit
|
17,948
|
|
|
8,594
|
|
|
(1,707
|
)
|
|||
Equity-based compensation
|
12,366
|
|
|
28,845
|
|
|
23,167
|
|
|||
Other permanent differences and miscellaneous items
|
7,183
|
|
|
(2,855
|
)
|
|
(5,667
|
)
|
|||
|
$
|
46,068
|
|
|
$
|
85,273
|
|
|
$
|
91,074
|
|
|
|
||
|
(in thousands)
|
||
Balance as of June 30, 2013
|
$
|
333,114
|
|
Lapse of statute of limitations
|
(16,048
|
)
|
|
Increases in balances related to tax positions taken during prior periods
|
6,225
|
|
|
Decreases in balances related to tax positions taken during prior periods
|
(4,182
|
)
|
|
Increases in balances related to tax positions taken during current period
|
33,003
|
|
|
Balance as of June 29, 2014
|
352,112
|
|
|
Settlements and effective settlements with tax authorities
|
(2,108
|
)
|
|
Lapse of statute of limitations
|
(9,376
|
)
|
|
Increases in balances related to tax positions taken during prior periods
|
3,729
|
|
|
Decreases in balances related to tax positions taken during prior periods
|
(12,615
|
)
|
|
Increases in balances related to tax positions taken during current period
|
31,810
|
|
|
Balance as of June 28, 2015
|
363,552
|
|
|
Lapse of statute of limitations
|
(10,992
|
)
|
|
Increases in balances related to tax positions taken during prior periods
|
18,200
|
|
|
Decreases in balances related to tax positions taken during prior periods
|
(421
|
)
|
|
Increases in balances related to tax positions taken during current period
|
47,093
|
|
|
Balance as of June 26, 2016
|
$
|
417,432
|
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
|
(in thousands, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
914,049
|
|
|
$
|
655,577
|
|
|
$
|
632,289
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic average shares outstanding
|
158,919
|
|
|
159,629
|
|
|
164,741
|
|
|||
Effect of potential dilutive securities:
|
|
|
|
|
|
||||||
Employee stock plans
|
2,120
|
|
|
3,193
|
|
|
2,864
|
|
|||
Convertible notes
|
13,464
|
|
|
13,530
|
|
|
6,898
|
|
|||
Warrants
|
656
|
|
|
715
|
|
|
—
|
|
|||
Diluted average shares outstanding
|
175,159
|
|
|
177,067
|
|
|
174,503
|
|
|||
Net income per share - basic
|
$
|
5.75
|
|
|
$
|
4.11
|
|
|
$
|
3.84
|
|
Net income per share - diluted
|
$
|
5.22
|
|
|
$
|
3.70
|
|
|
$
|
3.62
|
|
|
Year Ended
|
|||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||
|
(in thousands)
|
|||||||
Number of options and RSUs excluded
|
149
|
|
|
330
|
|
|
78
|
|
|
June 26, 2016
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
(Reported Within)
|
|||||||||||||||||||||||
Cost
|
|
Unrealized
Gain |
|
Unrealized
(Loss) |
|
Fair Value
|
|
Cash and
Cash Equivalents |
|
Short-Term
Investments |
|
Restricted
Cash & Investments |
|
Other
Assets |
|||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Cash
|
$
|
418,216
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
418,216
|
|
|
$
|
412,573
|
|
|
$
|
—
|
|
|
$
|
5,643
|
|
|
$
|
—
|
|
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Time Deposit
|
904,243
|
|
|
—
|
|
|
—
|
|
|
904,243
|
|
|
659,465
|
|
|
—
|
|
|
244,778
|
|
|
—
|
|
||||||||
Money Market Funds
|
3,904,288
|
|
|
—
|
|
|
—
|
|
|
3,904,288
|
|
|
3,904,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
US Treasury and Agencies
|
446,530
|
|
|
2,041
|
|
|
(2
|
)
|
|
448,569
|
|
|
62,996
|
|
|
385,573
|
|
|
—
|
|
|
—
|
|
||||||||
Mutual Funds
|
39,318
|
|
|
1,400
|
|
|
(397
|
)
|
|
40,321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,321
|
|
||||||||
Level 1 Total
|
5,294,379
|
|
|
3,441
|
|
|
(399
|
)
|
|
5,297,421
|
|
|
4,626,749
|
|
|
385,573
|
|
|
244,778
|
|
|
40,321
|
|
||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Municipal Notes and Bonds
|
265,386
|
|
|
355
|
|
|
(16
|
)
|
|
265,725
|
|
|
—
|
|
|
265,725
|
|
|
—
|
|
|
—
|
|
||||||||
US Treasuries and Agencies
|
8,068
|
|
|
151
|
|
|
—
|
|
|
8,219
|
|
|
—
|
|
|
8,219
|
|
|
—
|
|
|
—
|
|
||||||||
Government-Sponsored Enterprises
|
31,885
|
|
|
91
|
|
|
(13
|
)
|
|
31,963
|
|
|
—
|
|
|
31,963
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign Government Bonds
|
41,440
|
|
|
76
|
|
|
(4
|
)
|
|
41,512
|
|
|
—
|
|
|
41,512
|
|
|
—
|
|
|
—
|
|
||||||||
Corporate Notes and Bonds
|
979,566
|
|
|
4,341
|
|
|
(566
|
)
|
|
983,341
|
|
|
—
|
|
|
983,341
|
|
|
—
|
|
|
—
|
|
||||||||
Mortgage Backed Securities - Residential
|
17,395
|
|
|
37
|
|
|
(152
|
)
|
|
17,280
|
|
|
—
|
|
|
17,280
|
|
|
—
|
|
|
—
|
|
||||||||
Mortgage Backed Securities - Commercial
|
55,129
|
|
|
30
|
|
|
(160
|
)
|
|
54,999
|
|
|
—
|
|
|
54,999
|
|
|
—
|
|
|
—
|
|
||||||||
Level 2 Total
|
1,398,869
|
|
|
5,081
|
|
|
(911
|
)
|
|
1,403,039
|
|
|
—
|
|
|
1,403,039
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
7,111,464
|
|
|
$
|
8,522
|
|
|
$
|
(1,310
|
)
|
|
$
|
7,118,676
|
|
|
$
|
5,039,322
|
|
|
$
|
1,788,612
|
|
|
$
|
250,421
|
|
|
$
|
40,321
|
|
|
June 28, 2015
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
(Reported Within)
|
|||||||||||||||||||||||
Cost
|
|
Unrealized
Gain |
|
Unrealized
(Loss) |
|
Fair Value
|
|
Cash and
Cash Equivalents |
|
Short-Term
Investments |
|
Restricted
Cash & Investments |
|
Other
Assets |
|||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Cash
|
$
|
276,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
276,663
|
|
|
$
|
271,452
|
|
|
$
|
—
|
|
|
$
|
5,211
|
|
|
$
|
—
|
|
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Time Deposit
|
177,567
|
|
|
—
|
|
|
—
|
|
|
177,567
|
|
|
44,738
|
|
|
—
|
|
|
132,829
|
|
|
—
|
|
||||||||
Money Market Funds
|
1,177,875
|
|
|
—
|
|
|
—
|
|
|
1,177,875
|
|
|
1,177,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
US Treasury and Agencies
|
349,009
|
|
|
72
|
|
|
(861
|
)
|
|
348,220
|
|
|
—
|
|
|
315,291
|
|
|
32,929
|
|
|
—
|
|
||||||||
Mutual Funds
|
30,584
|
|
|
2,926
|
|
|
(47
|
)
|
|
33,463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,463
|
|
||||||||
Level 1 Total
|
1,735,035
|
|
|
2,998
|
|
|
(908
|
)
|
|
1,737,125
|
|
|
1,222,613
|
|
|
315,291
|
|
|
165,758
|
|
|
33,463
|
|
||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Municipal Notes and Bonds
|
659,550
|
|
|
429
|
|
|
(335
|
)
|
|
659,644
|
|
|
7,474
|
|
|
652,170
|
|
|
—
|
|
|
—
|
|
||||||||
US Treasuries and Agencies
|
4,007
|
|
|
—
|
|
|
(4
|
)
|
|
4,003
|
|
|
—
|
|
|
4,003
|
|
|
—
|
|
|
—
|
|
||||||||
Government-Sponsored Enterprises
|
53,612
|
|
|
2
|
|
|
(249
|
)
|
|
53,365
|
|
|
—
|
|
|
53,365
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign Government Bonds
|
50,336
|
|
|
31
|
|
|
(161
|
)
|
|
50,206
|
|
|
—
|
|
|
50,206
|
|
|
—
|
|
|
—
|
|
||||||||
Corporate Notes and Bonds
|
1,329,587
|
|
|
685
|
|
|
(3,797
|
)
|
|
1,326,475
|
|
|
—
|
|
|
1,326,475
|
|
|
—
|
|
|
—
|
|
||||||||
Mortgage Backed Securities - Residential
|
32,231
|
|
|
72
|
|
|
(292
|
)
|
|
32,011
|
|
|
—
|
|
|
32,011
|
|
|
—
|
|
|
—
|
|
||||||||
Mortgage Backed Securities - Commercial
|
141,988
|
|
|
44
|
|
|
(606
|
)
|
|
141,426
|
|
|
—
|
|
|
141,426
|
|
|
—
|
|
|
—
|
|
||||||||
Level 2 Total
|
2,271,311
|
|
|
1,263
|
|
|
(5,444
|
)
|
|
2,267,130
|
|
|
7,474
|
|
|
2,259,656
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
4,283,009
|
|
|
$
|
4,261
|
|
|
$
|
(6,352
|
)
|
|
$
|
4,280,918
|
|
|
$
|
1,501,539
|
|
|
$
|
2,574,947
|
|
|
$
|
170,969
|
|
|
$
|
33,463
|
|
|
June 26, 2016
|
||||||||||||||||||||||
Unrealized Losses
Less Than 12 Months |
|
Unrealized Losses
12 Months or Greater |
|
Total
|
|||||||||||||||||||
Fair Value
|
|
Gross
Unrealized Loss |
|
Fair Value
|
|
Gross
Unrealized Loss |
|
Fair Value
|
|
Gross
Unrealized Loss |
|||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Municipal Notes and Bonds
|
$
|
43,084
|
|
|
$
|
(10
|
)
|
|
$
|
1,994
|
|
|
$
|
(6
|
)
|
|
$
|
45,078
|
|
|
$
|
(16
|
)
|
US Treasury & Agencies
|
65,997
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
65,997
|
|
|
(2
|
)
|
||||||
Retail Funds
|
7,539
|
|
|
(397
|
)
|
|
—
|
|
|
—
|
|
|
7,539
|
|
|
(397
|
)
|
||||||
Government-Sponsored Enterprises
|
1,211
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
1,211
|
|
|
(13
|
)
|
||||||
Foreign Government Bonds
|
9,201
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
9,201
|
|
|
(4
|
)
|
||||||
Corporate Notes and Bonds
|
185,982
|
|
|
(317
|
)
|
|
46,761
|
|
|
(249
|
)
|
|
232,743
|
|
|
(566
|
)
|
||||||
Mortgage Backed Securities - Residential
|
12,402
|
|
|
(68
|
)
|
|
1,328
|
|
|
(84
|
)
|
|
13,730
|
|
|
(152
|
)
|
||||||
Mortgage Backed Securities - Commercial
|
39,588
|
|
|
(102
|
)
|
|
6,179
|
|
|
(58
|
)
|
|
45,767
|
|
|
(160
|
)
|
||||||
|
$
|
365,004
|
|
|
$
|
(913
|
)
|
|
$
|
56,262
|
|
|
$
|
(397
|
)
|
|
$
|
421,266
|
|
|
$
|
(1,310
|
)
|
|
Cost
|
|
Estimated
Fair Value |
||||
|
(in thousands)
|
||||||
Due in one year or less
|
$
|
5,429,726
|
|
|
$
|
5,430,010
|
|
Due after one year through five years
|
1,128,304
|
|
|
1,134,632
|
|
||
Due in more than five years
|
95,900
|
|
|
95,497
|
|
||
|
$
|
6,653,930
|
|
|
$
|
6,660,139
|
|
|
Derivatives Designated as
Hedging Instruments: |
|
Derivatives Not Designated as
Hedging Instruments: |
||||||||||||
|
(in thousands)
|
||||||||||||||
Foreign Currency Forward Contracts
|
|
|
|
|
|
|
|
||||||||
|
Buy Contracts
|
|
Sell Contracts
|
|
Buy Contracts
|
|
Sell Contracts
|
||||||||
Japanese yen
|
$
|
—
|
|
|
$
|
219,148
|
|
|
$
|
—
|
|
|
$
|
56,870
|
|
Swiss franc
|
—
|
|
|
—
|
|
|
4,467
|
|
|
—
|
|
||||
Euro
|
36,303
|
|
|
—
|
|
|
16,048
|
|
|
—
|
|
||||
Korean won
|
8,577
|
|
|
—
|
|
|
—
|
|
|
4,971
|
|
||||
Chinese Renminbi
|
—
|
|
|
—
|
|
|
9,105
|
|
|
—
|
|
||||
Singapore Dollar
|
—
|
|
|
—
|
|
|
18,273
|
|
|
—
|
|
||||
Taiwan dollar
|
—
|
|
|
—
|
|
|
23,341
|
|
|
—
|
|
||||
|
$
|
44,880
|
|
|
$
|
219,148
|
|
|
$
|
71,234
|
|
|
$
|
61,841
|
|
Foreign Currency Option Contracts
|
|
|
|
|
|
|
|
||||||||
|
Buy Put
|
|
Sell Put
|
|
Buy Put
(1)
|
|
Sell Put
|
||||||||
Japanese yen
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,135
|
|
|
$
|
39,135
|
|
|
June 26, 2016
|
|
June 28, 2015
|
||||||||||||||||||||
Fair Value of Derivative Instruments (Level 2)
|
|
Fair Value of Derivative Instruments (Level 2)
|
|||||||||||||||||||||
Asset Derivatives
|
|
Liability
Derivatives |
|
Asset Derivatives
|
|
Liability
Derivatives |
|||||||||||||||||
Balance Sheet
Location |
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|
Balance Sheet
Location |
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|||||||||
|
(in thousands)
|
||||||||||||||||||||||
Derivatives designated as hedging instrument
s:
|
|||||||||||||||||||||||
Foreign exchange contracts
|
Prepaid
expense and other assets |
|
$
|
249
|
|
|
Accrued
liabilities |
|
$
|
16,585
|
|
|
Prepaid
expense and other assets |
|
$
|
3,388
|
|
|
Accrued
liabilities |
|
$
|
957
|
|
Interest rate contracts, short-term
|
Accrued expenses and other current liabilities
|
|
50
|
|
|
Prepaid expense and other assets
|
|
159
|
|
|
Accrued expenses and other current liabilities
|
|
—
|
|
|
Prepaid expense and other assets
|
|
—
|
|
||||
Interest rate contracts, long-term
|
Other long-term liabilities
|
|
8,661
|
|
|
|
|
|
|
Other long-term liabilities
|
|
—
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instrument
s:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Foreign exchange contracts
|
Prepaid
expense and other assets |
|
107
|
|
|
Accrued
liabilities |
|
1,529
|
|
|
Prepaid expense
and other assets |
|
8
|
|
|
Accrued
liabilities |
|
960
|
|
||||
Total derivatives
|
|
|
$
|
9,067
|
|
|
|
|
$
|
18,273
|
|
|
|
|
$
|
3,396
|
|
|
|
|
$
|
1,917
|
|
|
|
Year Ended June 26, 2016
|
|
Year Ended June 28, 2015
|
||||||||||||||||||||
|
Location of
Gain (Loss) Recognized in or Reclassified into Income |
Effective Portion
|
|
Ineffective
Portion and Amount Excluded from Effectiveness |
|
Effective Portion
|
|
Ineffective
Portion and Amount Excluded from Effectiveness |
||||||||||||||||
Derivatives Designated as
Hedging Instruments |
Gain (Loss)
Recognized in AOCI |
|
Gain (Loss)
Reclassified from AOCI into Income |
|
Gain (Loss)
Recognized in Income |
|
Gain
Recognized in AOCI |
|
Gain
Reclassified from AOCI into Income |
|
Gain (Loss)
Recognized in Income |
|||||||||||||
|
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Foreign exchange contracts
|
Revenue
|
$
|
(22,575
|
)
|
|
$
|
(2,950
|
)
|
|
$
|
1,009
|
|
|
$
|
13,678
|
|
|
$
|
11,375
|
|
|
$
|
258
|
|
Foreign exchange contracts
|
Cost of goods
sold |
81
|
|
|
(2,423
|
)
|
|
(172
|
)
|
|
(6,318
|
)
|
|
(4,349
|
)
|
|
(75
|
)
|
||||||
Foreign exchange contracts
|
Selling, general, and
administrative |
188
|
|
|
5
|
|
|
(69
|
)
|
|
(2,579
|
)
|
|
(2,618
|
)
|
|
(39
|
)
|
||||||
Foreign exchange contracts
|
Other
expense, net |
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate contracts
|
Other
expense, net |
3,329
|
|
|
(360
|
)
|
|
96
|
|
|
(5,071
|
)
|
|
(112
|
)
|
|
(231
|
)
|
||||||
|
|
$
|
(18,977
|
)
|
|
$
|
(5,728
|
)
|
|
$
|
853
|
|
|
$
|
(290
|
)
|
|
$
|
4,296
|
|
|
$
|
(87
|
)
|
|
Year Ended
|
|||||||
June 26, 2016
|
|
June 28, 2015
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
Location of (Loss) Gain
Recognized in Income |
Loss
Recognized in Income |
|
Gain
Recognized in Income |
||||
|
|
(in thousands)
|
|
|
||||
Foreign Exchange Contracts
|
Other income
|
$
|
(16,208
|
)
|
|
$
|
1,784
|
|
|
June 26,
2016 |
|
June 28,
2015 |
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
536,844
|
|
|
$
|
566,645
|
|
Work-in-process
|
151,406
|
|
|
141,264
|
|
||
Finished goods
|
283,661
|
|
|
235,437
|
|
||
|
$
|
971,911
|
|
|
$
|
943,346
|
|
|
June 26,
2016 |
|
June 28,
2015 |
||||
|
(in thousands)
|
||||||
Manufacturing, engineering and office equipment
|
$
|
824,532
|
|
|
$
|
717,788
|
|
Computer equipment and software
|
157,125
|
|
|
137,623
|
|
||
Land
|
46,047
|
|
|
53,391
|
|
||
Buildings
|
213,364
|
|
|
238,631
|
|
||
Leasehold improvements
|
96,649
|
|
|
81,899
|
|
||
Furniture and fixtures
|
23,609
|
|
|
21,629
|
|
||
|
1,361,326
|
|
|
1,250,961
|
|
||
Less: accumulated depreciation and amortization
|
(721,718
|
)
|
|
(629,543
|
)
|
||
|
$
|
639,608
|
|
|
$
|
621,418
|
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Customer relationships
|
$
|
615,272
|
|
|
$
|
(300,711
|
)
|
|
$
|
314,561
|
|
Existing technology
|
643,433
|
|
|
(401,036
|
)
|
|
242,397
|
|
|||
Patents
|
36,053
|
|
|
(28,701
|
)
|
|
7,352
|
|
|||
Other intangible assets
|
36,114
|
|
|
(35,503
|
)
|
|
611
|
|
|||
Total intangible assets
|
$
|
1,330,872
|
|
|
$
|
(765,951
|
)
|
|
$
|
564,921
|
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Customer relationships
|
$
|
615,490
|
|
|
$
|
(234,968
|
)
|
|
$
|
380,522
|
|
Existing technology
|
643,919
|
|
|
(313,071
|
)
|
|
330,848
|
|
|||
Patents
|
33,553
|
|
|
(26,431
|
)
|
|
7,122
|
|
|||
Other intangible assets
|
35,914
|
|
|
(35,366
|
)
|
|
548
|
|
|||
Intangible assets subject to amortization
|
1,328,876
|
|
|
(609,836
|
)
|
|
719,040
|
|
|||
Development rights
|
9,100
|
|
|
|
|
9,100
|
|
||||
Intangible assets not subject to amortization
|
9,100
|
|
|
|
|
9,100
|
|
||||
Total intangible assets
|
$
|
1,337,976
|
|
|
$
|
(609,836
|
)
|
|
$
|
728,140
|
|
Fiscal Year
|
Amount
|
||
|
(in thousands)
|
||
2017
|
$
|
154,592
|
|
2018
|
153,379
|
|
|
2019
|
115,306
|
|
|
2020
|
50,107
|
|
|
2021
|
47,597
|
|
|
Thereafter
|
43,940
|
|
|
|
$
|
564,921
|
|
|
June 26,
2016 |
|
June 28,
2015 |
||||
|
(in thousands)
|
||||||
Accrued compensation
|
$
|
331,528
|
|
|
$
|
314,516
|
|
Warranty reserves
|
100,321
|
|
|
93,209
|
|
||
Income and other taxes payable
|
86,723
|
|
|
39,275
|
|
||
Dividend payable
|
48,052
|
|
|
47,659
|
|
||
Other
|
206,286
|
|
|
154,779
|
|
||
|
$
|
772,910
|
|
|
$
|
649,438
|
|
|
June 26, 2016
|
|
June 28, 2015
|
||||||||||
|
Amount
(in thousands)
|
|
Effective Interest Rate
|
|
Amount
(in thousands)
|
|
Effective Interest Rate
|
||||||
Fixed-rate 0.50% Convertible Notes Due May 15, 2016 ("2016 Notes")
|
$
|
—
|
|
|
—
|
|
|
$
|
450,000
|
|
(3)
|
4.29
|
%
|
Fixed-rate 1.25% Convertible Notes Due May 15, 2018 ("2018 Notes")
|
449,954
|
|
(1)
|
5.27
|
%
|
|
450,000
|
|
(3)
|
5.27
|
%
|
||
Fixed-rate 2.75% Senior Notes Due March 15, 2020 ("2020 Notes")
|
500,000
|
|
|
2.88
|
%
|
|
500,000
|
|
|
2.88
|
%
|
||
Fixed-rate 2.80% Senior Notes Due June 15, 2021 ("2021 Notes")
|
800,000
|
|
|
2.95
|
%
|
|
—
|
|
|
—
|
|
||
Fixed-rate 3.45% Senior Notes Due June 15, 2023 ("2023 Notes")
|
600,000
|
|
|
3.60
|
%
|
|
—
|
|
|
—
|
|
||
Fixed-rate 3.80% Senior Notes Due March 15, 2025 ("2025 Notes")
|
500,000
|
|
|
3.87
|
%
|
|
500,000
|
|
|
3.87
|
%
|
||
Fixed-rate 3.90% Senior Notes Due June 15, 2026 ("2026 Notes")
|
1,000,000
|
|
|
4.01
|
%
|
|
—
|
|
|
—
|
|
||
Fixed-rate 2.625% Convertible Notes Due May 15, 2041 ("2041 Notes")
|
699,895
|
|
(1)
|
4.28
|
%
|
|
699,935
|
|
(3)
|
4.28
|
%
|
||
Total debt outstanding, at par
|
4,549,849
|
|
|
|
|
2,599,935
|
|
|
|
||||
Unamortized discount
|
(232,727
|
)
|
|
|
|
(247,849
|
)
|
|
|
||||
Fair value adjustment - interest rate contracts
|
8,552
|
|
|
|
|
—
|
|
|
|
||||
Total debt outstanding, at carrying value
|
$
|
4,325,674
|
|
|
|
|
$
|
2,352,086
|
|
|
|
||
Reported as:
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
$
|
942,298
|
|
(2)
|
|
|
$
|
1,358,126
|
|
(2)
|
|
||
Long-term debt
|
3,383,376
|
|
|
|
|
993,960
|
|
|
|
||||
Total debt outstanding, at carrying value
|
$
|
4,325,674
|
|
|
|
|
$
|
2,352,086
|
|
|
|
Payments Due By Fiscal Year:
|
Long-term
Debt |
||
|
(in thousands)
|
||
2017
(1)
|
$
|
1,149,849
|
|
2018
|
—
|
|
|
2019
|
—
|
|
|
2020
|
500,000
|
|
|
2021
|
800,000
|
|
|
Thereafter
|
2,100,000
|
|
|
Total
|
$
|
4,549,849
|
|
|
June 26, 2016
|
|
June 28, 2015
|
||||||||||||||||
|
2018
Notes |
|
2041
Notes |
|
2016
Notes |
|
2018
Notes |
|
2041
Notes |
||||||||||
|
(in thousands, except years, percentages, conversion rate, and conversion price)
|
||||||||||||||||||
Carrying amount of permanent equity component, net of tax
|
$
|
72,992
|
|
|
$
|
152,397
|
|
|
$
|
61,723
|
|
|
$
|
57,215
|
|
|
$
|
148,487
|
|
Carrying amount of temporary equity component, net of tax
|
$
|
31,894
|
|
|
$
|
175,658
|
|
|
$
|
14,507
|
|
|
$
|
47,679
|
|
|
$
|
179,622
|
|
Remaining amortization period (years)
|
1.9
|
|
|
24.9
|
|
|
|
|
|
|
|
||||||||
Fair Value of Notes (Level 2)
|
$
|
645,009
|
|
|
$
|
1,732,240
|
|
|
|
|
|
|
|
||||||
Conversion rate (shares of common stock per $1,000 principal amount of notes)
|
16.3354
|
|
|
29.3158
|
|
|
|
|
|
|
|
||||||||
Conversion price (per share of common stock)
|
$
|
61.22
|
|
|
$
|
34.11
|
|
|
|
|
|
|
|
||||||
If-converted value in excess of par value
|
$
|
154,818
|
|
|
$
|
988,326
|
|
|
|
|
|
|
|
||||||
Estimated share dilution using average quarterly stock price of $80.08 per share
|
1,731
|
|
|
11,778
|
|
|
|
|
|
|
|
|
2016 Notes
|
|
2018 Notes
|
||||
|
(shares in thousands)
|
||||||
Warrants:
|
|
|
|
||||
Number of shares to be delivered upon exercise
|
7,351
|
|
|
7,350
|
|
||
Estimated share dilution using average quarterly stock price $80.08 per share
|
990
|
|
|
565
|
|
||
Exercise price
|
$
|
69.30
|
|
|
$
|
73.93
|
|
Expiration date range
|
August 15 - October 21, 2016
|
|
|
August 15 - October 23, 2018
|
|
||
Convertible Note Hedge:
|
|
|
|
||||
Number of shares available from counterparties
|
—
|
|
|
7,350
|
|
||
Exercise price
|
—
|
|
|
$
|
61.22
|
|
|
Remaining Amortization period
|
|
Fair Value of Notes (Level 2)
|
||
|
(years)
|
|
(in thousands)
|
||
2020 Notes
|
3.7
|
|
$
|
506,250
|
|
2021 Notes
|
5.0
|
|
$
|
818,104
|
|
2023 Notes
|
7.0
|
|
$
|
614,970
|
|
2025 Notes
|
8.7
|
|
$
|
510,750
|
|
2026 Notes
|
10.0
|
|
$
|
1,049,510
|
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||||
|
(in thousands)
|
||||||||||
Contractual interest coupon
|
$
|
63,053
|
|
|
$
|
36,074
|
|
|
$
|
26,248
|
|
Amortization of interest discount
|
35,206
|
|
|
34,886
|
|
|
33,065
|
|
|||
Amortization of issuance costs
|
35,315
|
|
|
2,435
|
|
|
2,362
|
|
|||
Amortization of interest rate contract
|
359
|
|
|
113
|
|
|
—
|
|
|||
Total interest cost recognized
|
$
|
133,933
|
|
|
$
|
73,508
|
|
|
$
|
61,675
|
|
Payments Due By Fiscal Year:
|
Capital
Leases |
||
|
(in thousands)
|
||
2017
|
$
|
7,208
|
|
2018
|
83
|
|
|
2019
|
77
|
|
|
2020
|
57
|
|
|
2021
|
—
|
|
|
Total
|
7,425
|
|
|
Interest on capital leases
|
24
|
|
|
Current portion of capital leases
|
7,196
|
|
|
Long-term portion of capital leases
|
$
|
205
|
|
Payments Due By Fiscal Year:
|
Operating
Leases |
||
|
(in thousands)
|
||
2017
|
$
|
20,393
|
|
2018
|
10,495
|
|
|
2019
|
9,407
|
|
|
2020
|
7,418
|
|
|
2021
|
6,152
|
|
|
Thereafter
|
8,758
|
|
|
Less: Sublease Income
|
(206
|
)
|
|
Total
|
$
|
62,417
|
|
Payments Due By Fiscal Year:
|
Purchase
Obligations |
||
|
(in thousands)
|
||
2017
|
$
|
221,312
|
|
2018
|
2,179
|
|
|
2019
|
2,179
|
|
|
2020
|
2,144
|
|
|
2021
|
2,061
|
|
|
Thereafter
|
1,711
|
|
|
Total
|
$
|
231,586
|
|
|
Year Ended
|
||||||
June 26,
2016 |
|
June 28,
2015 |
|||||
|
(in thousands)
|
||||||
Balance at beginning of period
|
$
|
93,209
|
|
|
$
|
69,385
|
|
Warranties issued during the period
|
124,582
|
|
|
119,119
|
|
||
Settlements made during the period
|
(114,008
|
)
|
|
(100,196
|
)
|
||
Changes in liability for pre-existing warranties
|
(3,462
|
)
|
|
4,901
|
|
||
Balance at end of period
|
$
|
100,321
|
|
|
$
|
93,209
|
|
Period
|
Total Number
of Shares Repurchased |
|
Total
Cost of Repurchase |
|
Average
Price Paid Per Share |
|
Amount Available
Under Repurchase Program |
|||||||
|
(in thousands, except per share data)
|
|||||||||||||
Available balance as of June 28, 2015
|
|
|
|
|
|
|
$
|
316,587
|
|
|||||
Quarter Ended September 27, 2015
|
1,205
|
|
|
$
|
87,493
|
|
|
$
|
72.61
|
|
|
$
|
229,094
|
|
Quarter Ended December 27, 2015
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,094
|
|
Quarter Ended March 27, 2016
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,094
|
|
Quarter Ended June 26, 2016
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,094
|
|
|
Accumulated
foreign currency translation adjustment |
|
Accumulated
unrealized holding gain (loss) on cash flow hedges |
|
Accumulated
unrealized holding gain (loss) on available-for-sale investments |
|
Accumulated
unrealized components of defined benefit plans |
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance as of June 28, 2015
|
$
|
(35,125
|
)
|
|
$
|
(2,859
|
)
|
|
$
|
(3,761
|
)
|
|
$
|
(16,051
|
)
|
|
$
|
(57,796
|
)
|
Other comprehensive (loss) income before reclassifications
|
(4,287
|
)
|
|
(17,725
|
)
|
|
9,028
|
|
|
(3,027
|
)
|
|
(16,011
|
)
|
|||||
(Gains) losses reclassified from accumulated other comprehensive income (loss) to net income
|
(116
|
)
|
|
4,961
|
|
(1)
|
(371
|
)
|
(2)
|
—
|
|
|
4,474
|
|
|||||
Net current-period other comprehensive (loss) income
|
(4,403
|
)
|
|
(12,764
|
)
|
|
8,657
|
|
|
(3,027
|
)
|
|
(11,537
|
)
|
|||||
Balance as of June 26, 2016
|
$
|
(39,528
|
)
|
|
$
|
(15,623
|
)
|
|
$
|
4,896
|
|
|
$
|
(19,078
|
)
|
|
$
|
(69,333
|
)
|
(1)
|
Amount of after tax gain reclassified from accumulated other comprehensive income into net income located in revenue:
$2,623
gain, cost of goods sold:
$2,111
gain, and other income and expense:
$227
gain.
|
(2)
|
Amount of after tax gain reclassified from accumulated other comprehensive income into net income located in other expense, net.
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
|
(in thousands)
|
||||||||||
Tax benefit (expense) on change in unrealized gains/losses on cash flow hedges:
|
|
|
|
|
|
||||||
Tax benefit (expense) on unrealized gains/losses arising during the period
|
$
|
1,252
|
|
|
$
|
1,885
|
|
|
$
|
(1,065
|
)
|
Tax (benefit) expense on gains/losses reclassified to earnings
|
(767
|
)
|
|
(92
|
)
|
|
1,615
|
|
|||
|
485
|
|
|
1,793
|
|
|
550
|
|
|||
Tax (expense) benefit on change in unrealized gains/losses on available-for-sale investments:
|
|
|
|
|
|
||||||
Tax (expense) benefit on unrealized gains/losses arising during the period
|
(2,764
|
)
|
|
1,796
|
|
|
(735
|
)
|
|||
Tax expense (benefit) on gains/losses reclassified to earnings
|
245
|
|
|
31
|
|
|
493
|
|
|||
|
(2,519
|
)
|
|
1,827
|
|
|
(242
|
)
|
|||
Tax benefit (expense) on change in unrealized components of defined benefit plans
|
1,648
|
|
|
(871
|
)
|
|
1,895
|
|
|||
Tax (expense) benefit on other comprehensive (loss) income
|
$
|
(386
|
)
|
|
$
|
2,749
|
|
|
$
|
2,203
|
|
|
Year Ended
|
||||||||||
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|||||||
|
(in thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Taiwan
|
$
|
1,485,037
|
|
|
$
|
1,084,239
|
|
|
$
|
1,049,214
|
|
Korea
|
1,057,331
|
|
|
1,406,617
|
|
|
1,127,406
|
|
|||
China
|
1,039,951
|
|
|
661,094
|
|
|
623,408
|
|
|||
Japan
|
983,821
|
|
|
623,575
|
|
|
634,131
|
|
|||
Southeast Asia
|
605,236
|
|
|
278,350
|
|
|
247,398
|
|
|||
United States
|
495,123
|
|
|
890,891
|
|
|
622,022
|
|
|||
Europe
|
219,394
|
|
|
314,546
|
|
|
303,730
|
|
|||
Total revenue
|
$
|
5,885,893
|
|
|
$
|
5,259,312
|
|
|
$
|
4,607,309
|
|
|
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
||||||
|
(in thousands)
|
||||||||||
Long-lived assets:
|
|
|
|
|
|
||||||
United States
|
$
|
529,316
|
|
|
$
|
505,814
|
|
|
$
|
429,548
|
|
Europe
|
81,377
|
|
|
86,779
|
|
|
89,221
|
|
|||
Korea
|
17,281
|
|
|
18,230
|
|
|
18,776
|
|
|||
Taiwan
|
8,647
|
|
|
8,908
|
|
|
4,259
|
|
|||
China
|
1,339
|
|
|
960
|
|
|
846
|
|
|||
Japan
|
980
|
|
|
378
|
|
|
454
|
|
|||
Southeast Asia
|
668
|
|
|
349
|
|
|
392
|
|
|||
|
$
|
639,608
|
|
|
$
|
621,418
|
|
|
$
|
543,496
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9B.
|
Other Information
|
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
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K
|
|
Page
|
Consolidated Statements of Operations — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014
|
|
Consolidated Statements of Comprehensive Income — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014
|
|
Consolidated Balance Sheets — June 26, 2016 and June 28, 2015
|
|
Consolidated Statements of Cash Flows — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014
|
|
Consolidated Statements of Stockholders’ Equity — Years Ended June 26, 2016, June 28, 2015, and June 29, 2014
|
|
Notes to Consolidated Financial Statements
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
2. Index to Financial Statement Schedules
|
|
|
|
Schedule II — Valuation and Qualifying Accounts
|
|
|
|
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.
|
Date:
|
August 16, 2016
|
|
LAM RESEARCH CORPORATION
(Registrant)
|
|
|||
By:
|
/s/ Martin B. Anstice
|
||
Martin B. Anstice
|
|||
President and Chief Executive Officer
|
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
|
|
|
|
|
|
|
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
|
|
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.
|
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.
|
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).
|
(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.
|
SUBSIDIARY (as of August 16, 2016)
|
STATE OR OTHER JURISDICTION OF OPERATION
|
Lam Research AG
|
Austria
|
Lam Research Management GmbH
|
Austria
|
IPEC FSC Ltd
|
Barbados
|
IPEC International Sales FSC Ltd
|
Barbados
|
Lam Research Belguim BVBA
|
Belguim
|
Novellus Systems, Inc.
|
California, United States
|
Novellus Systems International, LLC
|
California, United States
|
Lam Research International Holdings Ltd.
|
Cayman Islands
|
Lam Research International Holdings II Ltd.
|
Cayman Islands
|
Farsight Capital International Ltd.
|
Cayman Islands
|
Lam Research (Shanghai) Co., Ltd.
|
China
|
Lam Research Service Co., Ltd.
|
China
|
Novellus Systems Semiconductor Equipment Shanghai Co. Ltd.
|
China
|
Novellus Systems International Trading (Shanghai) Co. Ltd.
|
China
|
Lam Research International Holding Company
|
Delaware, United States
|
Novellus International Holdco, LLC.
|
Delaware, United States
|
SpeedFam-IPEC International Services, LLC
|
Delaware, United States
|
Farsight Capital, LLC
|
Delaware, United States
|
Silfex, Inc.
|
Delaware, United States
|
Topeka Merger Sub 1, Inc.
|
Delaware, United States
|
Topeka Merger Sub 2, Inc.
|
Delaware, United States
|
Topeka Merger Sub 3, Inc.
|
Delaware, United States
|
LamKT I, LLC
|
Delaware, United States
|
Lam Research SAS
|
France
|
Lam Research GmbH
|
Germany
|
Lam Research (H.K.) Limited
|
Hong Kong
|
Novellus Systems Service (Hong Kong) Limited
|
Hong Kong
|
Lam Research Illinois IAG, Inc
|
Illinois, United States
|
Lam Research (India) Private Ltd.
|
India
|
Lam Research (Ireland) Limited
|
Ireland
|
Novellus Systems Ireland Ltd.
|
Ireland
|
Lam Research (Israel) Ltd.
|
Israel
|
Lam Research Services Ltd.
|
Israel
|
GaSonics Israel Ltd.
|
Israel
|
Lam Research S.r.l.
|
Italy
|
Lam Research Co., Ltd.
|
Japan
|
Lam Research Luxembourg S.à.r.l.
|
Luxembourg
|
Lam Research Malaysia Sdn. Bhd.
|
Malaysia
|
LAM Research B.V.
|
Netherlands
|
Lam Research International B.V.
|
Netherlands
|
Lam Research IAG International HC B.V.
|
Netherlands
|
Novellus Systems International B.V.
|
Netherlands
|
Lam Research Korea Limited
|
Republic of Korea
|
Lam Research Korea LLC YH
|
Republic of Korea
|
SUBSIDIARY (as of August 16, 2016)
|
STATE OR OTHER JURISDICTION OF OPERATION
|
Lam Research Manufacturing Korea, LLC
|
Republic of Korea
|
Lam Research Singapore Pte Ltd
|
Singapore
|
Novellus Systems International BV, Singapore Branch
|
Singapore
|
Novellus Singapore Holdings Pte. Ltd.
|
Singapore
|
Lam Research Holding GmbH
|
Switzerland
|
Lam Research International Sàrl
|
Switzerland
|
Novellus Systems (Schweiz) Holding GmbH
|
Switzerland
|
Voumard Machines Co SARL
|
Switzerland
|
Lam Research Co., Ltd.
|
Taiwan
|
Lam Research (H.K.) Limited, Taiwan Branch
|
Taiwan
|
Lam Research Ltd.
|
United Kingdom
|
Metryx, Ltd.
|
United Kingdom
|
1.
|
Registration Statement (Form S-4 No. 333-30545) of Lam Research Corporation and in the related Prospectus;
|
2.
|
Registration Statement (Form S-4 No. 333-179267) of Lam Research Corporation and in the related Prospectus;
|
3.
|
Registration Statement (Form S-8 Nos. 333-66833, 333-127936, and 333-156335) pertaining to the 1999 Employee Stock Purchase Plan;
|
4.
|
Registration Statement (Form S-8 No. 333-84638 and 333-185641) pertaining to the Savings Plus Plan, Lam Research 401(k);
|
5.
|
Registration Statement (Form S-8 No. 333-138545) pertaining to the 2007 Stock Incentive Plan, as amended;
|
6.
|
Registration Statement (Form S-8 No. 333-181878) pertaining to the Novellus Systems, Inc. 2011 Stock Incentive Plan, Novellus Systems, Inc. Retirement Plan, and Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended;
|
7.
|
Registration Statement (Form S-3 No. 333-202110) of Lam Research Corporation and in the related Prospectus,
|
8.
|
Registration Statement (Form S-8 No. 333-207844) pertaining to the 2015 Stock Incentive Plan of Lam Research Corporation; and
|
9.
|
Registration Statement (Form S-4 No. 333-208356) of Lam Research Corporation and in the related Prospectus;
|
1.
|
I have reviewed this Annual Report on Form 10-K of Lam Research Corporation;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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)
|
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
|
b)
|
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 16, 2016
|
/s/ Martin B. Anstice
|
|
Martin B. Anstice
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Lam Research Corporation;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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)
|
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
|
b)
|
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 16, 2016
|
/s/ Douglas R. Bettinger
|
|
Douglas R. Bettinger
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 16, 2016
|
/s/ Martin B. Anstice
|
|
Martin B. Anstice
|
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 16, 2016
|
/s/ Douglas R. Bettinger
|
|
Douglas R. Bettinger
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
|