Delaware
|
|
0-12933
|
|
94-2634797
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
¨
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
¨
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
¨
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
¨
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
|
|
Item 1.01.
|
|
Entry Into a Material Definitive Agreement
|
|
|
Item 2.02.
|
|
Results of Operations and Financial Condition
|
|
|
Item 2.03.
|
|
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
|
|
|
Item 9.01.
|
|
Financial Statements and Exhibits
|
|
|
SIGNATURES
|
|
|||
EXHIBIT INDEX
|
|
|||
EX-10.1
|
|
|
||
EX-99.1
|
|
|
Item 1.01.
|
Entry into a Material Definitive Agreement
|
Item 2.02.
|
Results of Operations and Financial Condition
|
Item 2.03.
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
|
Item 9.01.
|
Financial Statements and Exhibits
|
10.1
|
Amendment No. 2 to Amended and Restated Credit Agreement, dated October 13, 2017, among Lam Research Corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
|
|
|
99.1
|
Press Release dated October 17, 2017 announcing financial results for the fiscal quarter ended September 24, 2017
|
Date:
|
October 17, 2017
|
|
LAM RESEARCH CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
/s/ Douglas R. Bettinger
|
|
|
|
Douglas R. Bettinger
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
10.1
|
|
|
|
99.1
|
|
Lender
|
Commitments
|
||
JPMorgan Chase Bank, N.A.
|
|
$130,000,000.00
|
|
Bank of America, N.A.
|
|
$130,000,000.00
|
|
Goldman Sachs Bank USA
|
|
$130,000,000.00
|
|
Citibank, N.A.
|
|
$130,000,000.00
|
|
Barclays Bank PLC
|
|
$130,000,000.00
|
|
Mizuho Bank, Ltd.
|
|
$76,000,000.00
|
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
|
$76,000,000.00
|
|
Wells Fargo Bank, N.A.
|
|
$76,000,000.00
|
|
BNP Paribas
|
|
$76,000,000.00
|
|
Deutsche Bank AG New York Branch
|
|
$76,000,000.00
|
|
HSBC Bank USA, National Association
|
|
$55,000,000.00
|
|
PNC Bank, National Association
|
|
$55,000,000.00
|
|
SunTrust Bank
|
|
$55,000,000.00
|
|
DBS Bank Ltd.
|
|
$55,000,000.00
|
|
Total
|
|
$1,250,000,000.00
|
|
•
|
Shipments of
$2.38 billion
and revenue of
$2.48 billion
.
|
•
|
U.S. GAAP gross margin of
46.4%
, U.S. GAAP operating margin of
28.0%
, and U.S. GAAP diluted EPS of
$3.21
.
|
•
|
Non-GAAP gross margin of
47.2%
, non-GAAP operating margin of
29.6%
, and non-GAAP diluted EPS of
$3.46
.
|
U.S. GAAP
|
||||||||||
|
|
September 2017
|
|
June 2017
|
|
Change Q/Q
|
||||
Shipments
|
|
$
|
2,381,565
|
|
|
$
|
2,542,664
|
|
|
- 6%
|
Revenue
|
|
$
|
2,478,140
|
|
|
$
|
2,344,907
|
|
|
+ 6%
|
Gross margin as percentage of revenue
|
|
46.4
|
%
|
|
45.6
|
%
|
|
+ 80 bps
|
||
Operating margin as percentage of revenue
|
|
28.0
|
%
|
|
25.9
|
%
|
|
+ 210 bps
|
||
Diluted EPS
|
|
$
|
3.21
|
|
|
$
|
2.82
|
|
|
+ 14%
|
|
||||||||||
Non-GAAP
|
||||||||||
|
|
September 2017
|
|
June 2017
|
|
Change Q/Q
|
||||
Shipments
|
|
$
|
2,381,565
|
|
|
$
|
2,542,664
|
|
|
- 6%
|
Revenue
|
|
$
|
2,478,140
|
|
|
$
|
2,344,907
|
|
|
+ 6%
|
Gross margin as percentage of revenue
|
|
47.2
|
%
|
|
46.5
|
%
|
|
+ 70 bps
|
||
Operating margin as percentage of revenue
|
|
29.6
|
%
|
|
27.7
|
%
|
|
+ 190 bps
|
||
Diluted EPS
|
|
$
|
3.46
|
|
|
$
|
3.11
|
|
|
+ 11%
|
Region
|
Shipments
|
|
Revenue
|
||
Korea
|
38
|
%
|
|
38
|
%
|
Japan
|
19
|
%
|
|
20
|
%
|
Taiwan
|
15
|
%
|
|
14
|
%
|
China
|
10
|
%
|
|
14
|
%
|
United States
|
8
|
%
|
|
6
|
%
|
Southeast Asia
|
5
|
%
|
|
5
|
%
|
Europe
|
5
|
%
|
|
3
|
%
|
|
U.S. GAAP
|
|
Reconciling Items
|
|
Non-GAAP
|
|||||||
Shipments
|
$2.60 Billion
|
+/-
|
$100 Million
|
|
—
|
|
$2.60 Billion
|
+/-
|
$100 Million
|
|||
Revenue
|
$2.55 Billion
|
+/-
|
$100 Million
|
|
—
|
|
$2.55 Billion
|
+/-
|
$100 Million
|
|||
Gross margin
|
46.6%
|
+/-
|
1%
|
|
$
|
23
|
|
Million
|
|
47.5%
|
+/-
|
1%
|
Operating margin
|
28.4%
|
+/-
|
1%
|
|
$
|
41
|
|
Million
|
|
30.0%
|
+/-
|
1%
|
Net income per diluted share
|
$3.40
|
+/-
|
$0.12
|
|
$
|
38
|
|
Million
|
|
$3.65
|
+/-
|
$0.12
|
Diluted share count
|
184 Million
|
|
2
|
|
Million
|
|
182 Million
|
•
|
Gross margin - amortization related to intangible assets acquired through business combinations, $22 million; business process reengineering, $1 million; totaling $23 million.
|
•
|
Operating margin - amortization related to intangible assets acquired through business combinations, $39 million; business process reengineering, $2 million; totaling $41 million.
|
•
|
Earnings per share - amortization related to intangible assets acquired though business combinations, $39 million; business process reengineering, $2 million; amortization of note discounts, $4 million; and associated tax benefit for non-GAAP items ($7 million); totaling $38 million.
|
•
|
Diluted share count - impact of a note hedge issued contemporaneously with the convertible notes due 2018, 2 million shares.
|
|
Three Months Ended
|
||||||||||
|
September 24,
2017 |
|
June 25,
2017 |
|
September 25,
2016 |
||||||
Revenue
|
$
|
2,478,140
|
|
|
$
|
2,344,907
|
|
|
$
|
1,632,419
|
|
Cost of goods sold
|
1,328,797
|
|
|
1,275,946
|
|
|
916,222
|
|
|||
Gross margin
|
1,149,343
|
|
|
1,068,961
|
|
|
716,197
|
|
|||
Gross margin as a percent of revenue
|
46.4
|
%
|
|
45.6
|
%
|
|
43.9
|
%
|
|||
Research and development
|
275,078
|
|
|
285,712
|
|
|
235,240
|
|
|||
Selling, general and administrative
|
181,043
|
|
|
175,310
|
|
|
165,010
|
|
|||
Total operating expenses
|
456,121
|
|
|
461,022
|
|
|
400,250
|
|
|||
Operating income
|
693,222
|
|
|
607,939
|
|
|
315,947
|
|
|||
Operating income as a percent of revenue
|
28.0
|
%
|
|
25.9
|
%
|
|
19.4
|
%
|
|||
Other expense, net
|
(5,502
|
)
|
|
(4,444
|
)
|
|
(23,154
|
)
|
|||
Income before income taxes
|
687,720
|
|
|
603,495
|
|
|
292,793
|
|
|||
Income tax expense
|
(97,030
|
)
|
|
(77,071
|
)
|
|
(28,958
|
)
|
|||
Net income
|
$
|
590,690
|
|
|
$
|
526,424
|
|
|
$
|
263,835
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.64
|
|
|
$
|
3.25
|
|
|
$
|
1.64
|
|
Diluted
|
$
|
3.21
|
|
|
$
|
2.82
|
|
|
$
|
1.47
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic
|
162,141
|
|
|
162,213
|
|
|
160,607
|
|
|||
Diluted
|
183,880
|
|
|
186,427
|
|
|
180,017
|
|
|||
Cash dividend declared per common share
|
$
|
0.45
|
|
|
$
|
0.45
|
|
|
$
|
0.30
|
|
|
September 24,
2017 |
|
June 25,
2017
|
|
September 25,
2016 |
||||||
|
(unaudited)
|
|
(1)
|
|
(unaudited)
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
2,406,462
|
|
|
$
|
2,377,534
|
|
|
$
|
5,861,701
|
|
Investments
|
3,775,925
|
|
|
3,663,628
|
|
|
1,352,775
|
|
|||
Accounts receivable, net
|
1,530,762
|
|
|
1,673,398
|
|
|
1,290,317
|
|
|||
Inventories
|
1,328,297
|
|
|
1,232,916
|
|
|
931,581
|
|
|||
Other current assets
|
187,334
|
|
|
195,022
|
|
|
162,628
|
|
|||
Total current assets
|
9,228,780
|
|
|
9,142,498
|
|
|
9,599,002
|
|
|||
Property and equipment, net
|
745,600
|
|
|
685,595
|
|
|
649,587
|
|
|||
Restricted cash and investments
|
256,045
|
|
|
256,205
|
|
|
255,640
|
|
|||
Goodwill and intangible assets
|
1,904,389
|
|
|
1,796,668
|
|
|
1,912,431
|
|
|||
Other assets
|
263,812
|
|
|
241,799
|
|
|
219,702
|
|
|||
Total assets
|
$
|
12,398,626
|
|
|
$
|
12,122,765
|
|
|
$
|
12,636,362
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current portion of convertible notes and capital leases
|
$
|
639,907
|
|
|
$
|
908,439
|
|
|
$
|
952,999
|
|
Other current liabilities
|
2,148,724
|
|
|
2,041,676
|
|
|
1,533,253
|
|
|||
Total current liabilities
|
2,788,631
|
|
|
2,950,115
|
|
|
2,486,252
|
|
|||
Long-term debt and capital leases
|
1,793,477
|
|
|
1,784,974
|
|
|
3,378,179
|
|
|||
Income taxes payable
|
129,611
|
|
|
120,178
|
|
|
241,671
|
|
|||
Other long-term liabilities
|
278,733
|
|
|
280,186
|
|
|
142,910
|
|
|||
Total liabilities
|
4,990,452
|
|
|
5,135,453
|
|
|
6,249,012
|
|
|||
Temporary equity, convertible notes
|
136,996
|
|
|
169,861
|
|
|
202,467
|
|
|||
Stockholders’ equity (2)
|
7,271,178
|
|
|
6,817,451
|
|
|
6,184,883
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
12,398,626
|
|
|
$
|
12,122,765
|
|
|
$
|
12,636,362
|
|
(1)
|
Derived from audited financial statements.
|
(2)
|
Common shares issued and outstanding were 162,144 as of September 24, 2017, 161,723 as of June 25, 2017, and 161,706 as of September 25, 2016.
|
|
Three Months Ended
|
||||||||||
|
September 24,
2017 |
|
June 25,
2017 |
|
September 25, 2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
590,690
|
|
|
$
|
526,424
|
|
|
$
|
263,835
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
79,142
|
|
|
79,036
|
|
|
74,562
|
|
|||
Deferred income taxes
|
43,204
|
|
|
35,069
|
|
|
7,633
|
|
|||
Equity-based compensation expense
|
41,783
|
|
|
43,802
|
|
|
38,595
|
|
|||
Amortization of note discounts and issuance costs
|
4,588
|
|
|
6,114
|
|
|
6,830
|
|
|||
Other, net
|
6,569
|
|
|
8,151
|
|
|
16,807
|
|
|||
Changes in operating assets and liabilities
|
92,330
|
|
|
30,676
|
|
|
64,962
|
|
|||
Net cash provided by operating activities
|
858,306
|
|
|
729,272
|
|
|
473,224
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures and intangible assets
|
(60,064
|
)
|
|
(34,811
|
)
|
|
(41,979
|
)
|
|||
Business acquisitions, net of cash acquired
|
(115,613
|
)
|
|
—
|
|
|
—
|
|
|||
Net (purchase) sale of available-for-sale securities
|
(117,774
|
)
|
|
93,858
|
|
|
431,750
|
|
|||
Transfers of restricted cash and investments
|
160
|
|
|
(48
|
)
|
|
(5,219
|
)
|
|||
Other, net
|
(10,600
|
)
|
|
103
|
|
|
(7,800
|
)
|
|||
Net cash (used for) provided by investing activities
|
(303,891
|
)
|
|
59,102
|
|
|
376,752
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Principal payments on long-term debt and capital lease obligations and payments for debt issuance costs
|
(301,727
|
)
|
|
(2,445
|
)
|
|
(371
|
)
|
|||
Excess tax benefit on equity-based compensation plans
|
—
|
|
|
38,635
|
|
|
—
|
|
|||
Treasury stock purchases
|
(155,385
|
)
|
|
(525,778
|
)
|
|
(1,854
|
)
|
|||
Dividends paid
|
(72,738
|
)
|
|
(73,709
|
)
|
|
(48,052
|
)
|
|||
Reissuance of treasury stock related to employee stock purchase plan
|
—
|
|
|
23,120
|
|
|
19,320
|
|
|||
Proceeds from issuance of common stock
|
1,042
|
|
|
369
|
|
|
1,459
|
|
|||
Other, net
|
4
|
|
|
(1
|
)
|
|
(10
|
)
|
|||
Net cash used for financing activities
|
(528,804
|
)
|
|
(539,809
|
)
|
|
(29,508
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
3,317
|
|
|
399
|
|
|
1,911
|
|
|||
Net increase in cash and cash equivalents
|
28,928
|
|
|
248,964
|
|
|
822,379
|
|
|||
Cash and cash equivalents at beginning of period
|
2,377,534
|
|
|
2,128,570
|
|
|
5,039,322
|
|
|||
Cash and cash equivalents at end of period
|
$
|
2,406,462
|
|
|
$
|
2,377,534
|
|
|
$
|
5,861,701
|
|
|
Three Months Ended
|
||||||
|
September 24,
2017 |
|
June 25,
2017 |
||||
Revenue
|
$
|
2,478,140
|
|
|
$
|
2,344,907
|
|
Gross margin
|
$
|
1,170,905
|
|
|
$
|
1,090,211
|
|
Gross margin as percentage of revenue
|
47.2
|
%
|
|
46.5
|
%
|
||
Operating expenses
|
$
|
438,056
|
|
|
$
|
440,126
|
|
Operating income
|
$
|
732,849
|
|
|
$
|
650,085
|
|
Operating margin as a percentage of revenue
|
29.6
|
%
|
|
27.7
|
%
|
||
Net income
|
$
|
627,754
|
|
|
$
|
565,518
|
|
Net income per diluted share
|
$
|
3.46
|
|
|
$
|
3.11
|
|
Shares used in per share calculation - diluted
|
181,412
|
|
|
182,093
|
|
|
Three Months Ended
|
||||||
|
September 24,
2017 |
|
June 25,
2017 |
||||
U.S. GAAP net income
|
$
|
590,690
|
|
|
$
|
526,424
|
|
Pre-tax non-GAAP items:
|
|
|
|
||||
Amortization related to intangible assets acquired through certain business combinations - cost of goods sold
|
21,562
|
|
|
21,250
|
|
||
Amortization related to intangible assets acquired through certain business combinations - selling, general and administrative
|
16,413
|
|
|
16,083
|
|
||
Costs associated with business process reengineering - selling, general and administrative
|
716
|
|
|
4,813
|
|
||
Business combination acquisition-related costs - selling, general and administrative
|
936
|
|
|
—
|
|
||
Amortization of note discounts - other expense, net
|
4,104
|
|
|
5,631
|
|
||
Net income tax benefit on non-GAAP items
|
(6,114
|
)
|
|
(5,697
|
)
|
||
Income tax benefit on conclusion of certain tax matters
|
(553
|
)
|
|
(2,986
|
)
|
||
Non-GAAP net income
|
$
|
627,754
|
|
|
$
|
565,518
|
|
Non-GAAP net income per diluted share
|
$
|
3.46
|
|
|
$
|
3.11
|
|
U.S. GAAP number of shares used for per diluted share calculation
|
183,880
|
|
|
186,427
|
|
||
Effect of convertible note hedge
|
(2,468
|
)
|
|
(4,334
|
)
|
||
Non-GAAP number of shares used for per diluted share calculation
|
181,412
|
|
|
182,093
|
|
|
Three Months Ended
|
||||||
|
September 24,
2017 |
|
June 25,
2017 |
||||
U.S. GAAP gross margin
|
$
|
1,149,343
|
|
|
$
|
1,068,961
|
|
Pre-tax non-GAAP items:
|
|
|
|
||||
Amortization related to intangible assets acquired through certain business combinations
|
21,562
|
|
|
21,250
|
|
||
Non-GAAP gross margin
|
$
|
1,170,905
|
|
|
$
|
1,090,211
|
|
U.S. GAAP gross margin as a percentage of revenue
|
46.4
|
%
|
|
45.6
|
%
|
||
Non-GAAP gross margin as a percentage of revenue
|
47.2
|
%
|
|
46.5
|
%
|
||
U.S. GAAP operating expenses
|
$
|
456,121
|
|
|
$
|
461,022
|
|
Pre-tax non-GAAP items:
|
|
|
|
||||
Amortization related to intangible assets acquired through certain business combinations
|
(16,413
|
)
|
|
(16,083
|
)
|
||
Costs associated with business process reengineering
|
(716
|
)
|
|
(4,813
|
)
|
||
Business combination acquisition-related costs
|
(936
|
)
|
|
—
|
|
||
Non-GAAP operating expenses
|
$
|
438,056
|
|
|
$
|
440,126
|
|
Non-GAAP operating income
|
$
|
732,849
|
|
|
$
|
650,085
|
|
U.S. GAAP operating margin as percent of revenue
|
28.0
|
%
|
|
25.9
|
%
|
||
Non-GAAP operating margin as a percent of revenue
|
29.6
|
%
|
|
27.7
|
%
|