LAM RESEARCH CORP (Form: 10-K, Received: 08/19/2011 17:11:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 26, 2011

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 0-12933

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		94-2634797
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4650 Cushing Parkway Fremont, California		94538
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (510) 572-0200

Securities registered pursuant to Section 12(b) of the Act:


Title of class		Name of exchange on which registered
Common Stock, Par Value $0.001 Per Share		NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of the Registrant’s Common Stock, $0.001 par value, held by non-affiliates of the Registrant, as of December 26, 2010, the last business day of the most recently completed second fiscal quarter with respect to the fiscal year covered by this Form 10-K, was $5,116,431,866. Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock has been excluded from this computation in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination of such status for other purposes.

As of August 12, 2011, the Registrant had 123,785,429 outstanding shares of Common Stock.

Documents Incorporated by Reference

Parts of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders expected to be held on or about November 3, 2011 are incorporated by reference into Part III of this Form 10-K. (However, the Reports of the Audit Committee and Compensation Committee are expressly not incorporated by reference herein.)

LAM RESEARCH CORPORATION

2011 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS


		Page
Part I.

Item 1.	Business		2

Item 1A.	Risk Factors		11

Item 1B.	Unresolved Staff Comments		20

Item 2.	Properties		20

Item 3.	Legal Proceedings		20

Item 4.	Removed and Reserved		20

Part II.

Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		21

Item 6.	Selected Financial Data		24

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		39

Item 8.	Financial Statements and Supplementary Data		41

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		41

Item 9A.	Controls and Procedures		41

Item 9B.	Other Information		42

Part III.

Item 10.	Directors, Executive Officers, and Corporate Governance		43

Item 11.	Executive Compensation		43

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		43

Item 13.	Certain Relationships and Related Transactions, and Director Independence		43

Item 14.	Principal Accounting Fees and Services		43

Part IV.

Item 15.	Exhibits and Financial Statement Schedules		44

Signatures			90

Exhibit Index			93

PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

With the exception of historical facts, the statements contained in this discussion are forward-looking statements, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Certain, but not all, of the forward-looking statements in this report are specifically identified as forward-looking, by use of phrases and words such as “we believe,” “we anticipate,” “we expect,” “may,” “should,” “could,” and other future-oriented terms. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. Forward-looking statements include, but are not limited to, statements that relate to our future revenue, shipments, costs, earnings, income, and margins, product development, demand, acceptance and market share, competitiveness, market opportunities, levels of research and development (R&D), the success of our marketing, sales and service efforts, outsourced activities and operating expenses, anticipated manufacturing, customer and technical requirements, the ongoing viability of the solutions that we offer and our customers’ success, tax expenses, our management’s plans and objectives for our current and future operations and business focus, the levels of customer spending, general economic conditions, the sufficiency of financial resources to support future operations, and capital expenditures. Such statements are based on current expectations and are subject to risks, uncertainties, and changes in condition, significance, value and effect, including without limitation those discussed below under the heading “Risk Factors” within Item 1A and elsewhere in this report and other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), such as our quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed in this report and in ways we cannot readily foresee. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on information currently and reasonably known to us. We do not undertake any obligation to release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances that occur after the date of this report or to reflect the occurrence or effect of anticipated or unanticipated events.

Item 1.

Business

Incorporated in 1980, Lam Research Corporation (“Lam Research,” “Lam,” “we,” or the “Company”) is headquartered in Fremont, California, and maintains a network of facilities throughout Asia, Europe, and North America in order to meet the needs of its global customer base.

Additional information about Lam Research is available on our website at www.lamresearch.com.

Our Annual Report on Form 10-K, Quarterly Reports on Forms 10-Q, Current Reports on Forms 8-K, and any amendments to those reports are available on our website as soon as reasonably practical after we file them with or furnish them to the SEC and are also available online at the SEC’s website at http://www.sec.gov.

The Lam Research logo, Lam Research, and all product and service names used in this report are either registered trademarks or trademarks of Lam Research Corporation in the United States and/or other countries. All other marks mentioned herein are the property of their respective holders.

All references to fiscal years apply to our fiscal years, which ended June 26, 2011, June 27, 2010, and June 28, 2009.

Lam Research is a leading supplier of wafer fabrication equipment and services to the worldwide semiconductor industry. For more than thirty years, we have contributed to the advancement of semiconductor manufacturing processes that have led to the proliferation of a variety of electronic products that impact our everyday lives, including cell phones, computers, memory, and networking equipment. The Company’s customer base includes leading semiconductor memory, foundry, and integrated device manufacturers (“IDMs”) that make DRAM, NAND, and logic devices for these products.

We design, manufacture, market, refurbish, and service semiconductor processing equipment used in the fabrication of integrated circuits. Semiconductor wafers are subjected to a complex series of process and

preparation steps that result in the simultaneous creation of many individual integrated circuits. We leverage our expertise in the areas of etch and single-wafer clean processing to develop technology and productivity solutions that typically benefit our customers through lower defect rates, enhanced yields, faster processing time, and/or reduced cost. Many of the technical advances that we introduce in our newest products are also available as upgrades to our installed base of equipment; this is a benefit that can provide customers with a cost-effective strategy for extending the performance and capabilities of their existing wafer fabrication lines.

Our innovative etch and clean technologies enable customers to build some of the world’s highest-performing integrated circuits. Our etch systems shape the microscopic conductive and dielectric layers into circuits that define a chip’s final use and function. Our broad portfolio of single-wafer clean technologies allows our customers to implement customized yield-enhancing solutions. With each successive technology node, additional requirements and challenges drive the need for advanced manufacturing solutions. We strive to consistently deliver these advanced capabilities with cost-effective production performance. Lam Research understands the close relationship between customer trust and the timely delivery of new solutions that leads to shared success with our customers.

Our Customer Support Business Group (“CSBG”) provides products and services to maximize installed equipment performance and operational efficiency. We offer a broad range of services to deliver value throughout the lifecycle of our equipment, including customer service, spares, upgrades, and refurbishment of our etch and clean products. While most semiconductor device manufacturers have transitioned to 300 mm wafer technology, there are still many who utilize 200 mm technology, requiring prior-generation equipment. To address this market and to meet customers’ needs for high-performance, low-risk equipment, our Reliant™ Systems Business offers a suite of new and refurbished Lam legacy equipment for etch and spin clean.

Etch Process

Etch processes, which are repeated numerous times during the wafer fabrication cycle, are required to manufacture every type of semiconductor device produced today. Our etch products selectively remove portions of various films from the wafer in the creation of semiconductor devices. These products use various plasma-based technologies to create the desired critical device features at current and future technology nodes. Plasma consists of charged and neutral particles that react with exposed portions of the wafer surface to remove dielectric or conductive materials and produce the finely defined features and patterns of an integrated circuit. Etch products are required to remove only the desired films and do so in a uniform fashion across the entire surface of the wafer. This process is becoming increasingly challenging as device feature sizes shrink, the complexity of the films being removed increases, and the tolerance for variability between devices and wafers becomes smaller.

Dielectric Etch

Dielectric etch often requires etching multi-layer film stacks. Smaller technology node sizes increase the complexity of the structures being etched, and repeatable on-wafer performance remains critical. In addition to the challenges introduced by new materials and scaling, device manufacturers’ focus on reducing overall cost per wafer has placed an increased emphasis on the ability to etch multiple films in the same chamber (in situ) .

DFC Technology

Production-proven in high-volume manufacturing for the more than 15 years, our patented Dual Frequency Confined™ technology has been extended to incorporate multi-frequency power with physically confined plasma. The application of power at different frequencies provides enhanced process flexibility and allows different materials to be etched in the same chamber. Physical confinement of the plasma to an area directly above the wafer minimizes chemical interaction with the chamber walls, eliminating potential polymer build-up that could lead to defects on the wafer. Confinement also enables our proprietary in situ Waferless Autoclean™ (“WAC”) technology to clean chamber components after each wafer has been etched. Used together, multi-frequency and WAC technologies provide a consistent process environment for every wafer, preventing process drift and ensuring repeatable process results wafer-to-wafer and chamber-to-chamber.

2300 ^® Exelan ^® Flex™, 2300 ^® Exelan ^® Flex45™, 2300 ^® Flex ^™ D, 2300 ^® Flex ^™ E Series Dielectric Etch Systems

Our 2300 Flex dielectric etch product family represents a continuous evolution of the productivity and performance benefits of DFC technology. The 2300 Flex family allows a single chamber design to meet the requirements of a wide range of applications at multiple nodes. Advances in system design, such as multiple frequencies, higher power capabilities and tunable wafer temperature, meet the more demanding uniformity and profile requirements for applications at the 32 nm node and beyond.

Conductor Etch

As the semiconductor industry continues to shrink critical feature sizes and improve device performance, a variety of new etch challenges have emerged. For conductor etch, these challenges include processing smaller features, new materials, and new 3-dimensional transistor structures on the wafer. Due to decreasing feature sizes, the etch process can now require atomic-level control across a 300 mm wafer. The incorporation of new metal gates and high-k dielectric materials in the device stack requires advanced multi-film etching capability. Furthermore, the adoption of double patterning techniques to address lithography challenges starting with the 3x technology node and beyond is driving the etch process to define the feature on the wafer as well as to transfer the pattern into the film. All of these challenges require today’s conductor etch systems to provide advanced capabilities, while still providing high productivity.

TCP Technology

Introduced in 1992, our Transformer Coupled Plasma ^™ (“TCP”) technology continues to provide leading-edge capability for advanced conductor etch applications at the 32 nm node and beyond. By efficiently coupling radio frequency (“RF”) power into plasma at low pressures, the TCP technology provides capability to etch nanoscale features into silicon and metal films. The advanced TCP source design ensures a uniform, high-density plasma across the wafer, without requiring magnetic enhancements that could cause device damage. With a wide process window over a range of power, chemistry, and pressure combinations, TCP technology provides the flexibility required to perform multiple etch steps in the same chamber.

2300 ^® Versys ^® Kiyo ^® , 2300 ^® Versys ^® Kiyo45 ^™ , 2300 ^® Kiyo ^® C Series, 2300 ^® Kiyo ^® E Series, 2300 ^® Versys ^® Metal, 2300 ^® Versys ^® Metal45 ^™ , 2300 ^® Versys ^® Metal L Conductor Etch Systems

Now in its fourth generation, the 2300 Kiyo product family combines iterative advances in technology to provide critical dimension (“CD”) uniformity and productivity for a wide range of conductor etch applications. The 2300 Versys Metal product family leverages Lam’s proprietary TCP technology to provide a flexible platform for back-end-of-line metal etch processes. Our etch products perform production-proven in situ etches of complex features. In addition, proprietary pre-coat and post-etch chamber clean techniques provide the same environment for superior repeatability, as well as high uptime and yield wafer after wafer.

Three-Dimensional Integrated Circuit Etch

The semiconductor industry is developing advanced, three-dimensional integrated circuits (“3DICs”) using through-silicon vias (“TSVs”) to provide interconnect capability for die-to-die and wafer-to-wafer stacking. In addition to a reduced form factor, 3D ICs can enhance device performance through increased speed and decreased power consumption. Manufacturers are currently considering a wide variety of 3D integration schemes that present an equally broad range of TSV etch requirements. Plasma etch technology, which has been used extensively for deep silicon etching in memory devices and micro-electromechanical systems (“MEMS”) production, is well suited for TSV creation.

2300 ^® Syndion ^® Through-Silicon Via Etch System

The 2300 Syndion etch system is based on our patented TCP technology and the production-proven 2300 Versys Kiyo conductor etch system. The Syndion system can etch multiple film stacks in the same chamber, including silicon, dielectric, and conducting materials, thereby addressing multiple TSV etch requirements.

MEMS and Deep Silicon Etch

Deep silicon etch is an enabling process for several emerging technologies, including MEMS devices, CMOS image sensors, and power devices. Many of these technologies are increasingly being used in consumer applications, such as ink jet printer heads, accelerometers, and inertial sensors. This is driving a number of deep silicon etch applications to transition into high-volume manufacturing, which requires the high levels of cost-effective production typically seen in commodity semiconductor memory devices. To achieve high yield in mass production, the deep silicon etch process requires wafer-to-wafer repeatability.

TCP ^® 9400DSiE ^™ Deep Silicon Etch System

The TCP 9400DSiE system is based on our production-proven TCP 9400 silicon etch series. The system’s patented high-density TCP plasma source provides a configuration to meet the challenges of silicon deep reactive ion etch. This offers broad process capability and flexibility for a wide range of MEMS, advanced packaging, power semiconductor applications, and TSV applications on 150 mm and 200 mm wafers. In addition, incorporation of our proprietary in situ chamber cleaning technology provides etch rate stability.

Clean Process

The manufacture of semiconductor devices involves a series of processes such as etch, deposition, and implantation, which leave particles and residues on the surface of the wafer. The wafer must generally be cleaned after these steps to remove particles and residues that could adversely impact the processes that immediately follow them and degrade device performance. Common wafer cleaning steps include post-etch and post-strip cleans and pre-diffusion and pre-deposition cleans, among others.

As device manufacturers transition to the 32 nm and 28 nm technology nodes, it becomes increasingly more challenging to efficiently remove particles and residues while at the same time minimizing substrate material loss, protecting structures with fragile new materials and smaller feature sizes, and efficient drying. Similarly, as manufacturers transition to smaller technology nodes, managing particle build-up on the back-side of the wafer surface is becoming more critical. Single-wafer wet processing provides an advantage over batch cleaning by preventing particles from migrating from the back-side of a wafer to the front-side during the cleaning steps. In addition, management of potential defect sources at the wafer edge becomes increasingly challenging as new materials are introduced in the process flow.

Single-Wafer Wet Clean

As device geometries shrink and new materials are introduced, device flows become more complex, and the number of wafer cleaning steps increases. The need to have better control of the cleaning process, to increase overall clean efficiency, and to clean fragile structures without causing damage are reasons why chipmakers are turning to single-wafer wet clean processing technology for next-generation devices.

Over the past decade, a transition from batch to single-wafer processing has occurred for back-end-of-line wet clean applications. More recently the migration for front-end-of-line wet clean applications has started to accelerate as the need for higher particle removal efficiency without device structure damage becomes more critical. Single-wafer wet processing is particularly advantageous for those applications where improved defect performance (removing particles without damaging the wafer pattern) or enhanced selectivity and CD control can improve yield.

Spin Clean Products: SP Series, Da Vinci ^® , DV-Prime ^®

Introduced over 20 years ago, our spin technology for cleaning and removing films has assisted the industry transition from batch to single-wafer wet processing. This proven technology provides the productivity and flexibility needed for both high-volume manufacturing and leading-edge development across multiple technology nodes and for all device types. By offering advanced dilute chemistry and solvent solutions in our systems, our spin wet clean systems address certain defectivity and material integrity requirements. In addition, our unique wafer chuck design provides the ability to effectively clean the back-side of the wafer without damaging the devices on the front-side of the wafer surface.

Linear Clean Product: 2300 ^® Serene ^®

To meet the challenges of smaller critical dimensions, increasing aspect ratios, and new materials integration, our 2300 Serene wet clean system is targeted at applications requiring high-selectivity residue removal without damaging sensitive device structures. The system’s C3 ^® (Confined Chemical Cleaning) technology combines linear wafer motion with chemically-driven single-wafer cleaning to remove residues with chemical exposure times as short as a few seconds. The cleaning exposure time is optimized for efficient removal of the target materials, while limiting the impact on critical materials. This technology addresses applications that require high-selectivity cleaning, such as high-k metal gate post-etch clean.

Plasma-Based Bevel Clean

Semiconductor manufacturers are paying increasing attention to the wafer edge as a source of yield limiting defects. New materials like porous low-k and organic films often do not adhere as well as traditional silicon or polymer-based films and have the potential to be significant defect sources. By including cleaning steps that target the bevel region, the number of good die at the wafer’s edge can be increased to maximize yield.

2300 ^® Coronus ^® Plasma Bevel Clean System

The 2300 Coronus plasma bevel clean system incorporates plasma technology to remove yield limiting defect sources. The system combines the ability of plasma to selectively remove a wide variety of materials with a proprietary confinement technology that protects the die area. Incorporating our Dynamic Alignment technology on the production-proven 2300 platform, the Coronus system provides highly accurate wafer placement for repeatable process results and superior encroachment control and is designed to remove a wide range of material types, in multiple applications, throughout the manufacturing process flow.

Research and Development

The market for semiconductor capital equipment is characterized by rapid technological change and product innovation. Our ability to achieve and maintain our competitive advantage depends in part on our continued and timely development of new products and enhancements to existing products. Accordingly, we devote a significant portion of our personnel and financial resources to R&D programs and seek to maintain close and responsive relationships with our customers and suppliers.

Our R&D expenses during fiscal years 2011, 2010, and 2009 were $373.3 million, $320.9 million, and $288.3 million, respectively. The majority of R&D spending over the past three years has been targeted at etch and other plasma-based technologies, single-wafer clean, and other semiconductor manufacturing products. We believe current challenges for customers at various points in the semiconductor manufacturing process present opportunities for us.

We expect to continue to make substantial investments in R&D to meet our customers’ product needs, support our growth strategy, and enhance our competitive position.

Marketing, Sales, and Service

Our marketing, sales, and service efforts are focused on building long-term relationships with our customers and targeting product and service solutions designed to meet their needs. These efforts are supported by a team of product marketing and sales professionals as well as equipment and process engineers who work closely with individual customers to develop solutions for their wafer processing needs. We maintain ongoing service relationships with our customers and have an extensive network of service engineers in place throughout the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific. We believe that comprehensive support programs and close working relationships with customers are essential to maintaining high customer satisfaction and our competitiveness in the marketplace.

We provide standard warranties for our systems. The warranty provides that systems shall be free from defects in material and workmanship and conform to agreed-upon specifications. The warranty is limited to repair of the defect or replacement with new or like-new equivalent goods and is valid when the buyer provides

prompt notification within the warranty period of the claimed defect or non-conformity and also makes the items available for inspection and repair. We also offer extended warranty packages to our customers to purchase as desired.

International Sales

A significant portion of our sales and operations occur outside the United States and, therefore, may be subject to certain risks, including but not limited to tariffs and other barriers, difficulties in staffing and managing non-U.S. operations, adverse tax consequences, foreign currency exchange rate fluctuations, changes in currency controls, compliance with U.S. and international laws and regulations, including U.S. export restrictions, and economic and political conditions. Any of these factors may have a material adverse effect on our business, financial position, and results of operations and cash flows. Revenue by region was as follows:


	Year Ended
	June 26, 2011		June 27, 2010		June 28, 2009
	(in thousands)
Revenue:
United States	$	393,004	$	186,036	$	171,359
Europe		423,148		133,685		121,178
Japan		405,371		318,641		234,070
Korea		756,660		539,312		239,911
Taiwan		766,910		703,854		208,053
Asia Pacific		492,600		252,248		141,375

Total revenue	$	3,237,693	$	2,133,776	$	1,115,946

Customers

Our customers include many of the world’s leading semiconductor manufacturers. Customers continue to establish joint ventures, alliances and licensing arrangements which have the potential to positively or negatively impact our competitive position and market opportunities. In fiscal year 2011, revenues from Samsung Electronics Company, Ltd. accounted for approximately 24% of total revenues. In fiscal year 2010, revenues from Samsung Electronics Company, Ltd., Taiwan Semiconductor Manufacturing Company, Ltd., and Toshiba Corporation accounted for approximately 24%, 15%, and 11%, respectively, of total revenues. In fiscal year 2009, revenues from Samsung Electronics Company, Ltd. and Toshiba Corporation accounted for approximately 19% and 11%, respectively, of total revenues.

A material reduction in orders from our customers in the semiconductor industry could adversely affect our results of operations and projected financial condition. Our business depends upon the expenditures of semiconductor manufacturers. Semiconductor manufacturers’ businesses, in turn, depend on many factors, including their economic capability, the current and anticipated market demand for integrated circuits and the availability of equipment capacity to support that demand.

Backlog

In general, we schedule production of our systems based upon our customers’ delivery requirements. In order for a system to be included in our backlog, the following conditions must be met: 1) we have received a written customer request that has been accepted, 2) we have an agreement on prices and product specifications, and 3) there is a scheduled shipment within the next 12 months. The spares and services backlog includes customer orders where written customer requests have been accepted and the delivery of products or provision of services is anticipated within the next 12 months. Where specific spare parts and customer service purchase contracts do not contain discrete delivery dates, we use volume estimates at the contract price and over the contract period, not exceeding 12 months, in calculating backlog amounts. Our policy is to revise our backlog for order cancellations and to make adjustments to reflect, among other things, changes in spares volume estimates and customer delivery date changes. At June 26, 2011 and June 27, 2010, our backlog was approximately $641 million and $667 million, respectively. Generally, orders for our products and services are subject to cancellation

by our customers with limited penalties. Because some orders are received and shipped in the same quarter and because customers may change delivery dates and cancel orders, our backlog at any particular date is not necessarily indicative of business volumes or actual revenue levels for succeeding periods.

Manufacturing

Our manufacturing operations consist mainly of assembling and testing components, sub-assemblies, and modules that are then integrated into finished systems prior to shipment to or at the location of our customers. Most of the assembly and testing of our products is conducted in cleanroom environments.

We have agreements with third parties to outsource certain aspects of our manufacturing, production warehousing, and logistics functions. We believe that these outsourcing contracts provide us more flexibility to scale our operations up or down in a timely and cost effective manner, enabling us to respond to the cyclical nature of our business. We believe that we have selected reputable providers and have secured their performance on terms documented in written contracts. However, it is possible that one or more of these providers could fail to perform as we expect, and such failure could have an adverse impact on our business and have a negative effect on our operating results and financial condition. Overall, we believe we have effective mechanisms to manage risks associated with our outsourcing relationships. Refer to Note 14 of our Consolidated Financial Statements, included in Item 15 of this report, for further information concerning our outsourcing commitments.

Certain components and sub-assemblies that we include in our products may only be obtained from a single supplier. We believe that, in many cases, we could obtain and qualify alternative sources to supply these products. Nevertheless, any prolonged inability to obtain these components could have an adverse effect on our operating results and could unfavorably impact our customer relationships.

Environmental Matters

We are subject to a variety of governmental regulations related to the management of hazardous materials that we use in our business operations. We are currently not aware of any pending notices of violation, fines, lawsuits, or investigations arising from environmental matters that would have a material effect on our business. We believe that we are generally in compliance with these regulations and that we have obtained (or will obtain or are otherwise addressing) all necessary environmental permits to conduct our business. Nevertheless, the failure to comply with present or future regulations could result in fines being imposed on us, require us to suspend production or cease operations or cause our customers to not accept our products. These regulations could require us to alter our current operations, to acquire significant additional equipment, or to incur substantial other expenses to comply with environmental regulations. Our failure to control the use, sale, transport or disposal of hazardous substances could subject us to future liabilities.

Employees

As of August 12, 2011, we had approximately 3,700 regular employees. Although we have employment-related agreements with a number of key employees, these agreements do not guarantee continued service. Each of our employees is required to comply with our policies relating to maintaining the confidentiality of our non-public information.

In the semiconductor and semiconductor equipment industries, competition for highly skilled employees is intense. Our future success depends, to a significant extent, upon our continued ability to attract and retain qualified employees particularly in the R&D and customer support functions.

Competition

The semiconductor capital equipment industry is characterized by rapid change and is highly competitive throughout the world. To compete effectively, we invest significant financial resources to continue to strengthen and enhance our product and services portfolio and to maintain customer service and support locations globally. Semiconductor manufacturers evaluate capital equipment suppliers in many areas, including, but not limited to, process performance, productivity, customer support, defect control, and overall cost of ownership, which can be affected by many factors such as equipment design, reliability, software advancements, etc. Our ability to

succeed in the marketplace depends upon our ability to maintain existing products and introduce product enhancements and new products that meet customer requirements on a timely basis. In addition, semiconductor manufacturers must make a substantial investment to qualify and integrate new capital equipment into semiconductor production lines. As a result, once a semiconductor manufacturer has selected a particular supplier’s equipment and qualified it for production, the manufacturer generally maintains that selection for that specific production application and technology node as long as the supplier’s products demonstrate performance to specification in the installed base. Accordingly, we may experience difficulty in selling to a given customer if that customer has qualified a competitor’s equipment. We must also continue to meet the expectations of our installed base of customers through the delivery of high-quality and cost-efficient spare parts in the presence of third-party spare parts provider competition.

We face significant competition with all of our products and services. Our primary competitors in the etch market are Tokyo Electron, Ltd. and Applied Materials, Inc. Our primary competitor in the single-wafer wet clean market is Dainippon Screen Manufacturing Co. Ltd.

Certain of our existing and potential competitors have substantially greater financial resources and larger engineering, manufacturing, marketing, and customer service and support organizations than we do. In addition, we face competition from a number of emerging companies in the industry. We expect our competitors to continue to improve the design and performance of their current products and processes and to introduce new products and processes with enhanced price/performance characteristics. If our competitors make acquisitions or enter into strategic relationships with leading semiconductor manufacturers, or other entities, covering products similar to those we sell, our ability to sell our products to those customers could be adversely affected. There can be no assurance that we will continue to compete successfully in the future.

Patents and Licenses

Our policy is to seek patents on inventions relating to new or enhanced products and processes developed as part of our ongoing research, engineering, manufacturing, and support activities. We currently hold a number of United States and foreign patents covering various aspects of our products and processes. We believe that the duration of our patents generally exceeds the useful life of the technologies and processes disclosed and claimed in them. Our patents, which cover material aspects of our past and present core products, have current durations ranging from approximately one to twenty years. We believe that, although the patents we own and may obtain in the future will be of value, they alone will not determine our success. Our success depends principally upon our engineering, marketing, support, and delivery skills. However, in the absence of patent protection, we may be vulnerable to competitors who attempt to imitate our products, manufacturing techniques, and processes. In addition, other companies and inventors may receive patents that contain claims applicable or similar to our products and processes. The sale of products covered by patents of others could require licenses that may not be available on terms acceptable to us, or at all. For further discussion of legal matters, see Item 3, “Legal Proceedings,” of this report.

EXECUTIVE OFFICERS OF THE COMPANY

As of August 19, 2011, the executive officers of Lam Research were as follows:


Name	Age		Title
Stephen G. Newberry		57	Chief Executive Officer and Vice Chairman
Martin B. Anstice		44	President and Chief Operating Officer
Ernest E. Maddock		53	Senior Vice President, Chief Financial Officer and Chief Accounting Officer
Richard A. Gottscho		59	Senior Vice President, Global Products and General Manager, Etch Product Group
Mike Morita		62	Vice President, Business Development
Mukund Srinivasan		42	Vice President and General Manager, Clean Product Group
Sarah A. O’Dowd		61	Group Vice President, Human Resources and Chief Legal Officer

Stephen G. Newberry is Lam’s Chief Executive Officer and was named vice chairman of the Company’s Board of Directors in December 2010. He joined Lam Research in August 1997 as Executive Vice President and

Chief Operating Officer and was promoted to the position of President and Chief Operating Officer in July 1998. In June 2005, he was named President and Chief Executive Officer. Mr. Newberry currently serves as a director of Lam Research, Nanometrics Inc., and Semiconductor Equipment and Materials International (SEMI), the industry’s trade association. He also serves as a member of the Haas Advisory Board, Haas School of Business, University of California at Berkeley and as a member of the Dean’s Advisory Council, University of California at Davis Graduate School of Management. Prior to joining Lam Research, Mr. Newberry was Group Vice President of Global Operations and Planning at Applied Materials, Inc. Mr. Newberry served five years in naval aviation prior to joining Applied Materials. He is a graduate of the U.S. Naval Academy and the Harvard Graduate School of Business Program for Management Development.

Martin Anstice serves as the Company’s Chief Operating Officer and was promoted to President in December 2010. He joined Lam Research in April 2001 as Senior Director, Operations Controller, was promoted to the position of Managing Director and Corporate Controller in May 2002, and was promoted to Group Vice President, Chief Financial Officer, and Chief Accounting Officer in June 2004, was named Senior Vice President, Chief Financial Officer and Chief Accounting Officer in March 2007, and was promoted to Executive Vice President, Chief Operating Officer, in September 2008. Mr. Anstice began his career at Raychem Corporation where, during his 13-year tenure, he held numerous finance roles of increasing responsibility in Europe and North America. Subsequent to Tyco International’s acquisition of Raychem in 1999, he assumed responsibilities supporting mergers and acquisition activities of Tyco Electronics. Mr. Anstice is an associate member of the Chartered Institute of Management Accountants in the United Kingdom.

Ernest E. Maddock was appointed Senior Vice President and Chief Financial Officer of Lam Research in September 2008. Additionally, Mr. Maddock oversees Information Technology and heads Silfex Incorporated (formerly Bullen Semiconductor Corporation), a division of Lam Research. From October 2003 through September 2008, Mr. Maddock held the position of Senior Vice President of Global Operations at Lam Research, overseeing Information Technology, Global Supply Chain, Production Operations, Corporate Quality, Global Security, and Global Real Estate & Facilities. Mr. Maddock also held the position of Vice President of the Customer Support Business Group (CSBG) with the Company. Mr. Maddock joined the Company in November 1997. Prior to his employment with Lam Research, Mr. Maddock was Managing Director, Global Logistics and Repair Services Operations, and Chief Financial Officer, Software Products Division, of NCR Corporation. He has also held a variety of executive roles in finance and operations in several industries ranging from commercial real estate to telecommunications.

Richard A. Gottscho, Senior Vice President of Global Products and General Manager, Etch Product Group since March 2007, joined the Company in January 1996 and has served at various Director and Vice Presidential levels in support of etch products, CVD products, and corporate research. Prior to joining Lam Research, Dr. Gottscho was a member of Bell Laboratories for 15 years where he started his career working in plasma processing. During his tenure at Bell, he headed research departments in electronics materials, electronics packaging, and flat panel displays. Dr. Gottscho is the author of numerous papers, patents, and lectures in plasma processing and process control. He is a recipient of the American Vacuum Society’s Peter Mark Memorial Award and is a fellow of the American Physical and American Vacuum Societies, has served on numerous editorial boards of refereed technical publications, program committees for major conferences in plasma science and engineering, and was vice-chair of a National Research Council study on plasma science in the 1980s. Dr. Gottscho earned Ph.D. and B.S. degrees in physical chemistry from the Massachusetts Institute of Technology and the Pennsylvania State University, respectively.

Mike Morita was appointed Vice-President of Business Development and Chairman of Lam Research Japan in January 2011. Mr. Morita joined Lam Research in January 2004 as Regional Vice President for Lam Research Japan. Prior to joining Lam Research, he spent 20 years at Applied Materials where he held numerous positions such as Group Vice President of Etch Product Group, President of Applied Materials, Japan, General Manager of Metal Etch and Director of PVD/CVD/EP I Product Group. Mr. Morita began his career at Komatsu International Manufacturing Company where during his 10-year tenure, he held roles in planning, marketing and business management. Mr. Morita holds a Bachelor of Science in Mechanical Engineering degree from the Science University of Tokyo.

Mukund Srinivasan joined Lam Research in 1996 after completing his Ph.D. in Mechanical Engineering from the University of California at Berkeley. Over the past 14 years he held various positions in the Dielectric Etch organization in product and process engineering, managing customer technology groups, and eventually as the product line head for three years. After a brief stint as the head of the Business Development organization, he assumed the role of General Manager, Clean Product Group in August 2010.

Sarah A. O’Dowd joined Lam Research in September 2008 as Group Vice President and Chief Legal Officer, and was appointed Group Vice President, Human Resources and Chief Legal Officer in April 2009. Prior to joining Lam Research, Ms. O’Dowd served as Vice President and General Counsel for FibroGen, Inc. from February 2007 until September 2008. Until February 2007, Ms. O’Dowd was a shareholder in the law firm of Heller Ehrman LLP for more than twenty years.

Item 1A.

Risk Factors

In addition to the other information in this 2011 Form 10-K, the following risk factors should be carefully considered in evaluating the Company and its business because such factors may significantly impact our business, operating results, and financial condition. As a result of these risk factors, as well as other risks discussed in our other SEC filings, our actual results could differ materially from those projected in any forward-looking statements. No priority or significance is intended, nor should be attached, to the order in which the risk factors appear.

The Semiconductor Equipment Industry is Subject to Major Fluctuations and, as a Result, We Face Risks Related to Our Strategic Resource Allocation Decisions

The business cycle in the semiconductor equipment industry has historically been characterized by frequent periods of rapid change in demand that challenge our management to adjust spending and other resources allocated to operating activities. During periods of rapid growth or decline in demand for our products and services, we face significant challenges in maintaining adequate financial and business controls, management processes, information systems, procedures for training and managing our work force, and in appropriately sizing our supply chain infrastructure, work force, and other components of our business on a timely basis. If we do not adequately meet these challenges during periods of demand decline, our gross margins and earnings may be negatively impacted. In late 2008 and throughout 2009, the semiconductor industry experienced a general decline in demand, leading to a steep decline in demand for our products and services. In response to that industry demand decline and in an effort to minimize the disruptive effects of the deteriorating economic conditions on our business operating results, we made difficult resource allocation decisions, including layoffs and restructurings.

We continuously reassess our strategic resource allocation choices in response to the changing business environment. If we do not adequately adapt to the changing business environment, we may lack the infrastructure and resources to scale up our business to meet customer expectations and compete successfully during this period of growth, or we may expand our capacity too rapidly and/or beyond what is appropriate for the actual demand environment.

Especially during transitional periods, resource allocation decisions can have a significant impact on our future performance, particularly if we have not accurately anticipated industry changes. Our success will depend, to a significant extent, on the ability of our executive officers and other members of our senior management to identify and respond to these challenges effectively.

Future Declines in the Semiconductor Industry, and the Overall World Economic Conditions on Which it is Significantly Dependent, Could Have a Material Adverse Impact on Our Results of Operations and Financial Condition

Our business depends on the capital equipment expenditures of semiconductor manufacturers, which in turn depend on the current and anticipated market demand for integrated circuits. The semiconductor industry is cyclical in nature and historically experiences periodic downturns. Global economic and business conditions, which are often unpredictable, have historically impacted customer demand for our products and normal commercial relationships with our customers, suppliers, and creditors. Additionally, in times of economic

uncertainty, some of our customers’ budgets for our products, or their ability to access credit to purchase them, could be adversely affected. This would limit their ability to purchase our products and services. As a result, economic downturns can cause material adverse changes to our results of operations and financial condition including, but not limited to:

a decline in demand for our products;

an increase in reserves on accounts receivable due to our customers’ inability to pay us;

an increase in reserves on inventory balances due to excess or obsolete inventory as a result of our inability to sell such inventory;

valuation allowances on deferred tax assets;

restructuring charges;

asset impairments including the potential impairment of goodwill and other intangible assets;

a decline in the value of our investments;

exposure to claims from our suppliers for payment on inventory that is ordered in anticipation of customer purchases that do not come to fruition;

a decline in the value of certain facilities we lease to less than our residual value guarantee with the lessor; and

challenges maintaining reliable and uninterrupted sources of supply.

Fluctuating levels of investment by semiconductor manufacturers may materially affect our aggregate shipments, revenues and operating results. Where appropriate, we will attempt to respond to these fluctuations with cost management programs aimed at aligning our expenditures with anticipated revenue streams, which sometimes result in restructuring charges. Even during periods of reduced revenues, we must continue to invest in research and development (“R&D”) and maintain extensive ongoing worldwide customer service and support capabilities to remain competitive, which may temporarily harm our profitability and other financial results.

Our Quarterly Revenues and Operating Results Are Unpredictable

Our revenues and operating results may fluctuate significantly from quarter to quarter due to a number of factors, not all of which are in our control. We manage our expense levels based in part on our expectations of future revenues. Because our operating expenses are based in part on anticipated future revenues, and a certain amount of those expenses are relatively fixed, a change in the timing of recognition of revenue and/or the level of gross profit from a small number of transactions can unfavorably affect operating results in a particular quarter. Factors that may cause our financial results to fluctuate unpredictably include, but are not limited to:

economic conditions in the electronics and semiconductor industries in general and specifically the semiconductor equipment industry;

the size and timing of orders from customers;

procurement shortages;

the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations;

manufacturing difficulties;

customer cancellations or delays in shipments, installations, and/or customer acceptances;

the extent that customers continue to purchase and use our products and services in their business;

changes in average selling prices, customer mix, and product mix;

our ability in a timely manner to develop, introduce and market new, enhanced, and competitive products;

our competitors’ introduction of new products;

legal or technical challenges to our products and technology;

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 disasters;

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;

changes in our estimated effective tax rate;

foreign currency exchange rate fluctuations; and

the dilutive impact of our convertible notes and related warrants on our earnings per share.

Our Leverage and Debt Service Obligations and Potential Note Conversion or Related Hedging Activities May Adversely Affect Our Financial Condition, Results of Operations and Earnings Per Share

As a result of the sale of our convertible notes (“Notes”), we have a greater amount of debt than we have maintained in the past. Our maintenance of higher levels of indebtedness could have adverse consequences including:

impacting our ability to satisfy our obligations;

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

impairing our ability to obtain additional financing in the future.

Our ability to meet our expenses and debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors. Furthermore, our operations may not generate sufficient cash flows to enable us to meet our expenses and service our debt. As a result, we may need to enter into new financing arrangements to obtain the necessary funds. If we determine it is necessary to seek additional funding for any reason, we may not be able to obtain such funding or, if funding is available, obtain it on acceptable terms. If we fail to make a payment on our debt, we could be in default on such debt, and this default could cause us to be in default on our other outstanding indebtedness.

Conversion of our Notes may cause dilution to our shareholders and to our earnings per share. Upon conversion of any Notes, we will deliver cash in the amount of the principal amount of the Notes and, with respect to any excess conversion value greater than the principal amount of the Notes, shares of our common stock, which would result in dilution to our shareholders. This dilution may be mitigated to some extent by the hedging transactions we entered into in connection with the sale of the Notes. Prior to the maturity of the Notes, if the price of our common stock exceeds the conversion price, U.S. GAAP requires that we report an increase in diluted share count, which would result in lower reported earnings per share. The price of our common stock could also be affected by sales of our common stock by investors who view the Notes as a more attractive means of equity participation in our company and by hedging activity that may develop involving our common stock by holders of the Notes.

We Derive Our Revenues Primarily from a Relatively Small Number of High-Priced Systems

System sales constitute a significant portion of our total revenue. Our systems are priced up to approximately $6 million per unit, and our revenues in any given quarter are dependent upon the acceptance of a limited number of systems. As a result, the inability to recognize revenue on even a few systems can cause a significantly adverse impact on our revenues for a given quarter.

We Have a Limited Number of Key Customers

Sales to a limited number of large customers constitute a significant portion of our overall revenue, shipments and profitability. As a result, the actions of even one customer may subject us to variability in those areas that are difficult to predict. In addition, large customers may be able to negotiate requirements that result in

increased costs and/or lower margins for us. Similarly, significant portions of our credit risk may, at any given time, be concentrated among a limited number of customers, so that the failure of even one of these key customers to pay its obligations to us could significantly impact our financial results. As of June 26, 2011, three customers accounted for approximately 17%, 14%, and 10 % of accounts receivable. As of June 27, 2010, two customers accounted for approximately 24% and 22 % of accounts receivable.

Variations in the Amount of Time it Takes for Our Customers to Accept Our Systems May Cause Fluctuation in Our Operating Results

We generally recognize revenue for new system sales on the date of customer acceptance or the date the contractual customer acceptance provisions lapse. As a result, the fiscal period in which we are able to recognize new systems revenues is typically subject to the length of time that our customers require to evaluate the performance of our equipment after shipment and installation, which may vary from customer to customer and tool to tool. Such variations could cause our quarterly operating results to fluctuate.

We Depend on New Products and Processes for Our Success. Consequently, We are Subject to Risks Associated with Rapid Technological Change

Rapid technological changes in semiconductor manufacturing processes subject us to increased pressure to develop technological advances that enable those processes. We believe that our future success depends in part upon our ability to develop and offer new products with improved capabilities and to continue to enhance our existing products. If new products have reliability, quality, or design problems, our performance may be impacted by reduced orders, higher manufacturing costs, delays in acceptance of and payment for new products, and additional service and warranty expenses. We may be unable to develop and manufacture new products successfully, or new products that we introduce may fail in the marketplace. Our failure to commercialize these new products in a timely manner could result in unanticipated costs and inventory obsolescence, which would adversely affect our financial results.

In order to develop new products and processes, we expect to continue to make significant investments in R&D and to pursue joint development relationships with customers, suppliers or other members of the industry. We must manage product transitions and joint development relationships successfully, as the introduction of new products could adversely affect our sales of existing products. Moreover, future technologies, processes or product developments may render our current product offerings obsolete, leaving us with non-competitive products, or obsolete inventory, or both.

We are Subject to Risks Relating to Product Concentration and Lack of Product Revenue Diversification

We derive a substantial percentage of our revenues from a limited number of products, and we expect our etch and clean products to continue to account for a large percentage of our revenues in the near term. Continued market acceptance of these products is, therefore, critical to our future success. Our business, operating results, financial condition, and cash flows could therefore be adversely affected by:

a decline in demand for even a limited number of our products;

a failure to achieve continued market acceptance of our key products;

export restrictions or other regulatory or legislative actions that could limit our ability to sell those products to key customer or market segments;

an improved version of products being offered by a competitor in the market in which we participate;

increased pressure from competitors that offer broader product lines;

technological changes that we are unable to address with our products; or

a failure to release new or enhanced versions of our products on a timely basis.

In addition, the fact that we offer limited product lines creates the risk that our customers may view us as less important to their business than our competitors that offer additional products as well. This may impact our ability to maintain or expand our business with certain customers. Such product concentration may also subject us to additional risks associated with technology changes. Since we are a provider of etch and clean equipment,

our business is affected by our customers’ use of etching and clean steps in their processes. Should technologies change so that the manufacture of semiconductor chips requires fewer etching or clean steps, this could have a larger impact on our business than it would on the business of our less concentrated competitors.

Strategic Alliances May Have Negative Effects on Our Business

Increasingly, semiconductor manufacturing companies are entering into strategic alliances with one another to expedite the development of processes and other manufacturing technologies. Often, one of the outcomes of such an alliance is the definition of a particular tool set for a certain function or a series of process steps that use a specific set of manufacturing equipment. While this could work to our advantage if our equipment becomes the basis for the function or process, it could work to our disadvantage if a competitor’s tools or equipment become the standard equipment for such function or process. In the latter case, even if our equipment was previously used by a customer, that equipment may be displaced in current and future applications by the tools standardized by the alliance.

Similarly, our customers may team with, or follow the lead of, educational or research institutions that establish processes for accomplishing various tasks or manufacturing steps. If those institutions utilize a competitor’s equipment when they establish those processes, it is likely that customers will tend to use the same equipment in setting up their own manufacturing lines. These actions could adversely impact our market share and financial results.

We are Dependent On a Limited Number of Key Suppliers

We obtain certain components and sub-assemblies included in our products from a single supplier or a limited group of suppliers. We have established long-term contracts with many of these suppliers. These long-term contracts can take a variety of forms. We may renew these contracts periodically. In some cases, these suppliers have sold us products for a substantial period of time, and we expect that we and they will continue to renew these contracts in the future or that we will otherwise replace them with competent alternative suppliers. However, certain of our suppliers are relatively new providers to us so that our experience with them and their performance is limited. Where practical, we intend to establish alternative sources to mitigate the risk that the failure of any single supplier will adversely affect our business. Nevertheless, a prolonged inability to obtain certain components could impair our ability to ship products and generate revenues, which could adversely affect our operating results and damage to our customer relationships.

Our Outsource Providers May Fail to Perform as We Expect

Outsource providers have played and will continue to play a key role in our manufacturing operations and in many of our transactional and administrative functions, such as information technology, facilities management, and certain elements of our finance organization. Although we attempt to select reputable providers and secure their performance on terms documented in written contracts, it is possible that one or more of these providers could fail to perform as we expect and such failure could have an adverse impact on our business.

In addition, the expansive role of our outsource providers has required and may continue to require us to implement changes to our existing operations and to adopt new procedures to deal with and manage the performance of these outsource providers. Any delay or failure in the implementation of our operational changes and new procedures could adversely affect our customer and/or employee relationships, which could have a negative effect on our operating results.

Once a Semiconductor Manufacturer Commits to Purchase a Competitor’s Semiconductor Manufacturing Equipment, the Manufacturer Typically Continues to Purchase that Competitor’s Equipment, Making it More Difficult for Us to Sell Our Equipment to that Customer

Semiconductor manufacturers must make a substantial investment to qualify and integrate wafer processing equipment into a semiconductor production line. We believe that once a semiconductor manufacturer selects a particular supplier’s processing equipment, the manufacturer generally relies upon that equipment for that specific production line application for an extended period of time. Accordingly, we expect it to be more difficult to sell our products to a given customer if that customer initially selects a competitor’s equipment for the same product line application.

We Face a Challenging and Complex Competitive Environment

We face significant competition from multiple competitors. Other companies continue to develop systems and products that are competitive to ours and may introduce new products, which may affect our ability to sell our existing products. We face a greater risk if our competitors enter into strategic relationships with leading semiconductor manufacturers covering products similar to those we sell or may develop, as this could adversely affect our ability to sell products to those manufacturers.

We believe that to remain competitive we must devote significant financial resources to offer a broad range of products, to maintain customer service and support centers worldwide, and to invest in product and process R&D. Certain of our competitors, especially those that are created and financially backed by foreign governments, have substantially greater financial resources and more extensive engineering, manufacturing, marketing, and customer service and support resources than we do and therefore have the potential to increasingly dominate the semiconductor equipment industry. These competitors may deeply discount or give away products similar to those that we sell, challenging or even exceeding our ability to make similar accommodations and threatening our ability to sell those products. We also face competition from our own customers, who in some instances have established affiliated entities that manufacture equipment similar to ours. For these reasons, we may fail to continue to compete successfully worldwide.

In addition, our competitors may be able to develop products comparable or superior to those we offer or may adapt more quickly to new technologies or evolving customer requirements. In particular, while we continue to develop product enhancements that we believe will address future customer requirements, we may fail in a timely manner to complete the development or introduction of these additional product enhancements successfully, or these product enhancements may not achieve market acceptance or be competitive. Accordingly, competition may intensify, and we may be unable to continue to compete successfully in our markets, which could have a material adverse effect on our revenues, operating results, financial condition, and/or cash flows.

Our Future Success Depends Heavily on International Sales and the Management of Global Operations

Non-U.S. sales accounted for approximately 88% of total revenue in fiscal year 2011, 91% of total revenue in fiscal year 2010, and 85% of total revenue in fiscal year 2009. We expect that international sales will continue to account for a substantial portion of our total revenue in future years.

We are subject to various challenges related to international sales and the management of global operations including, but not limited to:

trade balance issues;

global economic and political conditions;

changes in currency controls;

differences in the enforcement of intellectual property and contract rights in varying jurisdictions;

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;

compliance with U.S. and international laws and regulations affecting foreign operations, including U.S. export restrictions;

fluctuations in interest and foreign currency exchange rates;

the need for technical support resources in different locations; and

our ability to secure and retain qualified people in all necessary locations for the successful operation of our business.

Certain international sales depend on our ability to obtain export licenses from the U.S. government. Our failure or inability to obtain such licenses would substantially limit our markets and severely restrict our revenues. Many of the challenges noted above are applicable in China, which is a fast developing market for the semiconductor equipment industry and therefore an area of potential significant growth for our business. As the

business volume between China and the rest of the world grows, there is inherent risk, based on the complex relationships among China, Taiwan, Japan, South Korea, and the United States, that political and diplomatic influences might lead to trade disruptions. This would adversely affect our business with China, Taiwan, Japan, and/or South Korea and perhaps the entire Asia Pacific region. A significant trade disruption in these areas could have a materially adverse impact on our future revenue and profits.

We are potentially exposed to adverse as well as beneficial movements in foreign currency exchange rates. The majority of our sales and expenses are denominated in U.S. dollars. However, we are exposed to foreign currency exchange rate fluctuations related to certain of our revenues denominated in Japanese yen and Euros, as well as certain of our spares and service contracts, Euro denominated expenses, and expenses related to our non-U.S. sales and support offices that are denominated in the related countries’ local currency.

We currently enter into foreign exchange forward contracts to minimize the short-term impact of the foreign currency exchange rate fluctuations on Japanese yen-denominated (“JPY”) revenue and monetary assets and liabilities, Euro-denominated (“EUR”) expenses and monetary assets and liabilities, as well as monetary assets and liabilities denominated in Swiss francs (“CHF”) and Taiwanese dollars (“TWD”). We believe these are our primary exposures to currency rate fluctuation. We expect to continue to enter into hedging transactions, for the purposes outlined, for the foreseeable future. However, these hedging transactions may not achieve their desired effect because differences between the actual timing of the underlying exposures and our forecasts of those exposures may leave us either over- or under-hedged on any given transaction. Moreover, by hedging these foreign currency denominated revenues, expenses, monetary assets and liabilities with foreign exchange forward contracts, we may miss favorable currency trends that would have been advantageous to us but for the hedges. Additionally, we are exposed to short-term foreign currency exchange rate fluctuations on non-U.S. dollar-denominated (“USD”) assets and liabilities (other than those currency exposures previously discussed) and currently we do not enter into foreign exchange forward contracts to hedge these other foreign currency exposures. Therefore, we are subject to both favorable and unfavorable foreign currency exchange rate fluctuations to the extent that we transact business (including intercompany transactions) in other currencies.

Our Ability To Attract, Retain and Motivate Key Employees Is Critical To Our Success.

Our ability to compete successfully depends in large part on our ability to attract, retain and motivate key employees. This is an ongoing challenge due to intense competition for top talent, as well as fluctuations in industry economic conditions that may require cycles of hiring activity and workforce reductions. Our success in hiring depends on a variety of factors, including the attractiveness of our compensation and benefit programs and our ability to offer a challenging and rewarding work environment. We periodically evaluate our overall compensation programs and make adjustments, as appropriate, to maintain or enhance their competitiveness. If we are not able to successfully attract, retain and motivate key employees, we may be unable to capitalize on market opportunities and our operating results may be materially and adversely affected.

We Rely Upon Certain Critical Information Systems for the Operation of Our Business

We maintain and rely upon certain critical information systems for the effective operation of our business. These information systems include telecommunications, the internet, our corporate intranet, various computer hardware and software applications, network communications, and e-mail. These information systems may be owned and maintained by us, our outsource providers or third parties such as vendors and contractors. These information systems are subject to attacks, failures, and access denials from a number of potential sources including viruses, destructive or inadequate code, power failures, and physical damage to computers, hard drives, communication lines, and networking equipment. Confidential information stored on these information systems could be compromised. To the extent that these information systems are under our control, we have implemented security procedures, such as virus protection software and emergency recovery processes, to mitigate the outlined risks. However, security procedures for information systems cannot be guaranteed to be failsafe and our inability to use or access these information systems at critical points in time, or unauthorized releases of confidential information, could unfavorably impact the timely and efficient operation of our business.

Our Financial Results May be Adversely Impacted by Higher than Expected Tax Rates or Exposure to Additional Tax Liabilities

As a global company, our effective tax rate is highly dependent upon the geographic composition of worldwide earnings and tax regulations governing each region. We are subject to income taxes in the United States and various foreign jurisdictions, and significant judgment is required to determine worldwide tax liabilities. Our effective tax rate could be adversely affected by changes in the split of earnings between countries with differing statutory tax rates, in the valuation of deferred tax assets, in tax laws, or by material audit assessments. These factors could affect our profitability. In particular, the carrying value of deferred tax assets, which are predominantly in the United States, is dependent on our ability to generate future taxable income in the United States. In addition, the amount of income taxes we pay is subject to ongoing audits in various jurisdictions, and a material assessment by a governing tax authority could affect our profitability.

A Failure to Comply with Environmental Regulations May Adversely Affect Our Operating Results

We are subject to a variety of governmental regulations related to the handling, discharge, and disposal of toxic, volatile or otherwise hazardous chemicals. We believe that we are generally in compliance with these regulations and that we have obtained (or will obtain or are otherwise addressing the need for) all environmental permits necessary to conduct our business. These permits generally relate to the handling and disposal of hazardous wastes. Nevertheless, the failure to comply with present or future regulations could result in fines being imposed on us, require us to suspend production, or cease operations or cause our customers to not accept our products. These regulations could require us to alter our current operations, to acquire significant additional equipment or to incur substantial other expenses to comply with environmental regulations. Any failure to comply with regulations governing the use, handling, sale, transport or disposal of hazardous substances could subject us to future liabilities.

If We Choose to Acquire or Dispose of Product Lines and Technologies, We May Encounter Unforeseen Costs and Difficulties That Could Impair Our Financial Performance

An important element of our management strategy is to review acquisition prospects that would complement our existing products, augment our market coverage and distribution ability, or enhance our technological capabilities. As a result, we may make acquisitions of complementary companies, products or technologies, or we may reduce or dispose of certain product lines or technologies that no longer fit our long-term strategies. Managing an acquired business, disposing of product technologies or reducing personnel entail numerous operational and financial risks, including difficulties in assimilating acquired operations and new personnel or separating existing business or product groups, diversion of management’s attention away from other business concerns, amortization of acquired intangible assets and potential loss of key employees or customers of acquired or disposed operations. There can be no assurance that we will be able to achieve and manage successfully any such integration of potential acquisitions, disposition of product lines or technologies, or reduction in personnel or that our management, personnel, or systems will be adequate to support continued operations. Any such inabilities or inadequacies could have a material adverse effect on our business, operating results, financial condition, and cash flows.

In addition, any acquisition could result in changes such as potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, the amortization of related intangible assets, and goodwill impairment charges, any of which could materially adversely affect our business, financial condition, and results of operations and/or the price of our Common Stock.

The Market for Our Common Stock is Volatile, Which May Affect Our Ability to Raise Capital, Make Acquisitions, or Subject Our Business to Additional Costs

The market price for our Common Stock is volatile and has fluctuated significantly over the past years. The trading price of our Common Stock could continue to be highly volatile and fluctuate widely in response to a variety of factors, many of which are not within our control or influence. These factors include but are not limited to the following:

general market, semiconductor, or semiconductor equipment industry conditions;

economic or political events and trends occurring globally or in any of our key sales regions;

variations in our quarterly operating results and financial condition, including our liquidity;

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;

announcements of restructurings, reductions in force, departure of key employees, and/or consolidations of operations;

government regulations;

developments in, or claims relating to, patent or other proprietary rights;

technological innovations and the introduction of new products by us or our competitors;

commercial success or failure of our new and existing products;

disruptions of relationships with key customers or suppliers; or

dilutive impacts of our Notes and related warrants.

In addition, the stock market experiences significant price and volume fluctuations. Historically, we have witnessed significant volatility in the price of our Common Stock due in part to the actual or anticipated movement in interest rates and the price of and markets for semiconductors. These broad market and industry factors have and may again adversely affect the price of our Common Stock, regardless of our actual operating performance. In the past, following volatile periods in the price of their stock, many companies became the object of securities class action litigation. If we are sued in a securities class action, we could incur substantial costs, and it could divert management’s attention and resources and have an unfavorable impact on our financial performance and the price for our Common Stock.

Intellectual Property, Indemnity and Other Claims Against Us Can be Costly and We Could Lose Significant Rights That are Necessary to Our Continued Business and Profitability

Third parties may assert infringement, unfair competition, product liability, breach of contract, or other claims against us. From time to time, other parties send us notices alleging that our products infringe their patent or other intellectual property rights. In addition, law enforcement authorities may seek criminal charges relating to intellectual property or other issues. We also face risks of claims arising from commercial and other relationships. In addition, our Bylaws and indemnity obligations provide that we will indemnify officers and directors against losses that they may incur in legal proceedings resulting from their service to Lam Research. In such cases, it is our policy either to defend the claims or to negotiate licenses or other settlements on commercially reasonable terms. However, we may be unable in the future to negotiate necessary licenses or reach agreement on other settlements on commercially reasonable terms, or at all, and any litigation resulting from these claims by other parties may materially adversely affect our business and financial results, and we may be subject to substantial damage awards and penalties. Moreover, although we have insurance to protect us from certain claims and cover certain losses to our property, such insurance may not cover us for the full amount of any losses, or at all, and may be subject to substantial exclusions and deductibles.

We May Fail to Protect Our Critical Proprietary Technology Rights, Which Could Affect Our Business

Our success depends in part on our proprietary technology and our ability to protect key components of that technology through patents, copyrights and trade secret protection. Protecting our key proprietary technology helps us to achieve our goals of developing technological expertise and new products and systems that give us a competitive advantage; increasing market penetration and growth of our installed base; and providing comprehensive support and service to our customers. As part of our strategy to protect our technology we currently hold a number of United States and foreign patents and pending patent applications. However, other parties may challenge or attempt to invalidate or circumvent any patents the United States or foreign governments issue to us or these governments may fail to issue patents for pending applications. Additionally, even when patents are issued, the legal systems in certain of the countries in which we do business do not enforce patents and other intellectual property rights as rigorously as the United States. The rights granted or anticipated

under any of our patents or pending patent applications may be narrower than we expect or, in fact, provide no competitive advantages. Any of these circumstances could have a material adverse impact on our business.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

Our executive offices and principal operating and R&D facilities are located in Fremont, California, and Livermore, California, and are held under operating leases expiring from fiscal years 2012 to 2015. These leases generally include options to renew or purchase the facilities. In addition, we lease properties for our service, technical support and sales personnel throughout the United States, Europe, Taiwan, Korea, Japan, and Asia Pacific and own manufacturing facilities located in Eaton, Ohio and Villach, Austria. Our fiscal years 2011, 2010, and 2009 rental expense for the space occupied during those periods aggregated approximately $9 million, $6 million, and $9 million respectively. Our facilities lease obligations are subject to periodic increases. We believe that our existing facilities are well-maintained and in good operating condition.

Item 3.

Legal Proceedings

From time to time, we have received notices from third parties alleging infringement of their patent or other intellectual property rights. In such cases it is our policy to defend the claims, or negotiate licenses on commercially reasonable terms as appropriate. The Company does not believe that any of these matters will have a material adverse effect on its consolidated financial condition or results of operations. However, no assurance can be given that we will be able to negotiate necessary licenses on commercially reasonable terms, or at all. Any litigation resulting from such claims could have a materially adverse effect on our consolidated financial position, liquidity, operating results, or our consolidated financial statements taken as a whole.

Item 4.

Removed and Reserved

PART II

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is traded on the Nasdaq Global Select Market under the symbol LRCX. As of August 12, 2011 we had 339 stockholders of record. In fiscal years 2011 and 2010 we did not declare or pay cash dividends to our stockholders. We currently have no plans to declare or pay cash dividends. The table below sets forth the high and low prices of our common stock as reported by The NASDAQ Stock Market, Inc. for the period indicated:


	2011
	High		Low
First Quarter	$	43.76	$	35.39
Second Quarter	$	52.91	$	36.77
Third Quarter	$	59.10	$	46.27
Fourth Quarter	$	57.41	$	41.77

	2010
	High		Low
First Quarter	$	35.44	$	24.43
Second Quarter	$	39.80	$	32.17
Third Quarter	$	41.56	$	32.07
Fourth Quarter	$	43.42	$	35.33

On September 8, 2008, the Board of Directors authorized the repurchase of up to $250 million of Company common stock from the public market or in private purchases. This repurchase program had no termination date, could have been suspended or discontinued at any time, and was funded using our available cash. We temporarily suspended repurchases under the program during the December 2008 quarter. On February 2, 2010, the Board of Directors authorized the resumption of the repurchase program. We completed the repurchase of all amounts available under this share repurchase authorization during the quarter ended September 26, 2010.

On September 10, 2010, the Board of Directors authorized the repurchase of up to an additional $250 million of Company common stock using our available cash. These repurchases can be conducted on the open market or as private purchases and may include the use of derivative contracts with large financial institutions. This repurchase program has no termination date and may be suspended or discontinued at any time.

As part of our share repurchase program, we may from time-to-time enter into structured share repurchase arrangements with financial institutions using general corporate funds. These arrangements generally require us to make an up-front cash payment in exchange for the right to receive shares of our common stock or cash at the expiration of the agreement, dependent upon the closing price of the Corporation’s common stock at the maturity date. During 2011 we entered into structured share repurchase arrangements which, in the aggregate, required up-front cash payments totaling $200 million. One of these arrangements, which required us to make an upfront cash payment of $50.0 million, settled during 2011 and based on the closing price of our common stock on the maturity date resulted in us receiving a $50.4 million cash payment, and therefore did not result in the repurchase of any shares of our common stock. As of June 26, 2011, aggregate prepayments of $150 million were outstanding under two such arrangements. These arrangements settle in October 2011 and will result in the receipt of either 1.4 million shares of our common stock or $51.0 million under the first arrangement, and 2.6 million shares of our common stock or $103.5 million under the second arrangement. Under these arrangements, any prepayments or cash payments at settlement are recorded as a component of additional paid in capital in our Consolidated Balance Sheet as of June 26, 2011.

On May 11, 2011 we used a portion of the net proceeds from our convertible note offering to repurchase 1,000,000 shares of Company common stock at a purchase price of $47.56 per share.

Share repurchases, including those under the repurchase program, were as follows:


Period	Total Number of Shares Repurchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Amount Available Under Repurchase Program
	(in thousands, except per share data)
Amount available at June 27, 2010							$	130,693
Quarter Ending September 26, 2010		3,408	$	38.56		3,389	$	—
Authorization of up to $250 million — September 2010							$	250,000
Quarter Ending December 26, 2010		91	$	45.20		—	$	250,000
Quarter Ending March 27, 2011		160	$	53.94		—	$	250,000
March 28, 2011 — April 24, 2011		2	$	54.15		—	$	250,000
April 25, 2001 — May 22, 2011		1,087	$	47.69		—	$	250,000
May 23, 2011 — June 26, 2011		42	$	43.04		18	$	249,244

Total		4,790	$	41.31		3,407

(1)

In addition to shares repurchased under Board authorized repurchase programs, included in this column are (i) 1,000,000 shares repurchased at a total cost of $47.6 million in connection with the convertible note offering and authorized by the Board independent of the publicly announced repurchase program and (ii) 383,000 shares acquired at a total cost of $18.9 million which the Company withheld through net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards granted under the Company’s equity compensation plans. The shares retained by the Company through these net share settlements are not a part of the Board-authorized repurchase program but instead are authorized under the Company’s equity compensation plans.

The graph below compares Lam Research Corporation’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite index and the Research Data Group, Incorporated (“RDG”) Semiconductor Composite index. The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of all dividends) from June 30, 2006 to June 30, 2011.

LOGO

6/06

6/07

6/08

6/09

6/10

6/11

Lam Research Corporation

100.00

110.02

77.38

55.65

81.46

94.78

NASDAQ Composite

100.00

122.33

108.31

86.75

100.42

132.75

RDG Semiconductor Composite

100.00

118.52

100.60

74.75

90.03

113.23

Item 6.

Selected Financial Data (derived from audited financial statements)


	Year Ended
	June 26, 2011 (1)		June 27, 2010 (1)			June 28, 2009 (1)			June 29, 2008 (1)		June 24, 2007
	(in thousands, except per share data)
OPERATIONS:
Revenue	$	3,237,693	$	2,133,776		$	1,115,946		$	2,474,911	$	2,566,576
Gross margin		1,497,232		969,935			388,734			1,173,406		1,305,054
Goodwill impairment (2)		—		—			96,255			—		—
Restructuring charges and asset impairments, net (3)		11,579		21,314			44,513			6,366		—
409A expense (4)		—		(38,590	)		3,232			44,494		—
Legal judgment		—		—			4,647			—		—
In-process research and development		—		—			—			2,074		—
Operating income (loss)		804,285		425,410			(281,243	)		509,431		778,660
Net income (loss)		723,748		346,669			(302,148	)		439,349		685,816
Net income (loss) per share:
Basic	$	5.86	$	2.73		$	(2.41	)	$	3.52	$	4.94
Diluted	$	5.79	$	2.71		$	(2.41	)	$	3.47	$	4.85
BALANCE SHEET:
Working capital	$	2,592,506	$	1,198,004		$	855,064		$	1,280,028	$	743,563
Total assets		4,057,394		2,487,392			1,993,184			2,806,755		2,101,605
Long-term obligations, less current portion		903,263		160,600			158,019			385,132		252,487

(1)	Fiscal year 2011, 2010, 2009 and 2008 amounts include the operating results of SEZ from the acquisition date of March 11, 2008. The acquisition was accounted for as a business combination in accordance with the applicable accounting guidance.

(2)

During fiscal year 2009, a combination of factors, including the economic environment, a sustained decline in our market valuation and a decline in our operating results indicated possible impairment of our goodwill. We conducted an analysis and concluded that the fair value of our Clean Product Group had been reduced below its carrying value. As a result, we recorded a non-cash goodwill impairment charge of approximately $96.3 million during fiscal year 2009.

(3)

Restructuring charges and asset impairments, net exclude restructuring charges included in cost of goods sold and reflected in gross margin of $3.4 million, $21.0 million, and $12.6 million for fiscal years 2010, 2009, and 2008, respectively. Restructuring and asset impairment amounts included in cost of goods sold and reflected in gross margin during fiscal year 2010 primarily related to asset impairments for production efficiencies and shifts in product demands partially offset by the recovery of expenses related to previously impaired inventory. Restructuring amounts included in cost of goods sold and reflected in gross margin during fiscal year 2009 primarily relate to the Company’s alignment of its cost structure with the outlook for the current economic environment and future business opportunities. The restructuring amounts in fiscal year 2008 primarily related to the integration of SEZ.

(4)

409A expense excludes a credit included in cost of goods sold and reflected in gross margin of $5.8 million in fiscal year 2010 related to a reversal of accrued liabilities due to final settlement of matters associated with our Internal Revenue Code Section 409A (“409A”) expenses from the 2007 voluntary independent stock option review. 409A expense excludes an expense included in cost of goods sold and reflected in gross margin of $6.4 million during fiscal year 2008. Following a voluntary independent review of its historical stock option granting process, the Company considered whether Section 409A of the Internal Revenue Code of 1986, as amended (“IRC”), and similar provisions of state law, applied to certain stock option grants as to which, under the applicable accounting guidance, intrinsic value was deemed to exist at the time of the options’ measurement dates. If, under applicable tax principles, an employee stock option is not considered as granted with an exercise price equal to the fair market value of the underlying stock on the

grant date, then the optionee may be subject to federal and state penalty taxes under Section 409A (collectively, “Section 409A liabilities”). On March 30, 2008, the Board of Directors authorized the Company (i) to assume potential Section 409A Liabilities, inclusive of applicable penalties and interest, of current and past employees arising from the exercise in 2006 or 2007 of Company stock options that vested after 2004, and (ii) if necessary, to compensate such employees for additional tax liability associated with that assumption.

UNAUDITED SELECTED QUARTERLY FINANCIAL DATA


	Three Months Ended (1)
	June 26, 2011		March 27, 2011		December 26, 2010			September 26, 2010
	(in thousands, except per share data)
QUARTERLY FISCAL YEAR 2011:
Revenue	$	752,018	$	809,087	$	870,714		$	805,874
Gross margin		338,454		374,019		407,433			377,326
Restructuring and asset impairments — operating expenses		16,742		—		—			(5,163	)
Operating income		142,191		196,996		241,104			223,994
Net income		125,928		182,240		221,856			193,724
Net income per share
Basic	$	1.02	$	1.47	$	1.80		$	1.57
Diluted	$	1.01	$	1.45	$	1.78		$	1.55
Number of shares used in per share calculations:
Basic		123,863		123,674		123,101			123,665
Diluted		125,086		125,293		124,786			125,202

	Three Months Ended (1)
	June 27, 2010		March 28, 2010		December 27, 2009			September 27, 2009
	(in thousands, except per share data)
QUARTERLY FISCAL YEAR 2010:
Revenue	$	695,289	$	632,763	$	487,176		$	318,548
Restructuring and asset impairments — cost of goods sold		3,438		—		—			—
409A expense — cost of goods sold		—		—		(2,696	)		(3,120	)
Gross margin		321,442		292,871		221,187			134,435
Restructuring and asset impairments — operating expenses		13,302		—		5,919			2,093
409A expense — operating expenses		—		—		(18,362	)		(20,228	)
Operating income		155,717		149,093		91,348			29,252
Net income		139,997		120,301		69,574			16,797
Net income per share
Basic	$	1.11	$	0.94	$	0.55		$	0.13
Diluted	$	1.10	$	0.94	$	0.54		$	0.13
Number of shares used in per share calculations:
Basic		126,339		127,307		127,296			126,774
Diluted		127,786		128,587		128,829			127,890

(1)	Our reporting period is a 52/53-week fiscal year. The fiscal years ended June 26, 2011 and June 27, 2010 both included 52 weeks. All quarters presented above included 13 weeks.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations contains forward-looking statements, which are subject to risks, uncertainties and changes in condition, significance, value and effect. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including but not limited to those discussed in “Risk Factors” and elsewhere in this 2011 Form 10-K and other documents we file from time to time with the Securities and Exchange Commission. (See “Cautionary Statement Regarding Forward-Looking Statements” in Part I of this 2011 Form 10-K).

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides a description of our results of operations and should be read in conjunction with our Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in this 2011 Form 10-K. MD&A consists of the following sections:

Executive Summary provides a summary of the key highlights of our results of operations and our management’s assessment of material trends and uncertainties relevant to our business.

Results of Operations provides an analysis of operating results.

Critical Accounting Policies and Estimates discusses accounting policies that reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Liquidity and Capital Resources provides an analysis of cash flows, contractual obligations and financial position.

Executive Summary

We design, manufacture, market, refurbish, and service semiconductor processing equipment used in the fabrication of integrated circuits and are recognized as a major provider of such equipment to the worldwide semiconductor industry. Our customers include semiconductor manufacturers that make DRAM, flash memory, and logic integrated circuits for a wide range of consumer and industrial electronics. Semiconductor wafers are subjected to a complex series of process and preparation steps that result in the simultaneous creation of many individual integrated circuits. We leverage our expertise in the areas of etch and single-wafer clean processing to develop technology and productivity solutions that typically benefit our customers through lower defect rates, enhanced yields, faster processing time, and/or reduced cost as well as by facilitating their ability to meet more stringent performance and design standards.

The semiconductor capital equipment industry is cyclical in nature and has historically experienced periodic and pronounced changes in customer demand resulting in industry downturns and upturns. Today’s leading indicators of change in customer investment patterns, such as electronics demand, memory pricing, and foundry utilization rates, may not be any more reliable than in prior years. Demand for our equipment can vary significantly from period to period as a result of various factors, including, but not limited to, economic conditions (both general and in the semiconductor and electronics industries), supply, demand, prices for semiconductors, customer capacity requirements, and our ability to develop, acquire, and market competitive products. For these and other reasons, our results of operations during any particular fiscal period are not necessarily indicative of future operating results.

We believe that, over the long term, demand for our products will increase as customers’ capital expenditures rise to meet growing demand for semiconductor devices. We believe that the wafer fabrication equipment market in calendar year 2011 will be similar in size to calendar year 2010 dependent on, among other things, world-wide GDP growth, consumer adoption rates for new products such as tablet devices and high-end smart phones, and our customers’ transition to more advanced technology nodes. However, historically, any improvement in demand for semiconductor manufacturing equipment occurs at an uneven pace. Accordingly, any forecasts about demand for wafer fabrication equipment in the near term are subject to uncertainty, and we could experience significant volatility in our quarterly results of operations over the next several quarters.

The following summarizes certain key annual financial information for the periods indicated below:


	Year Ended
	June 26,			June 27,			June 28,
	2011			2010			2009			FY11 vs. FY10					FY10 vs. FY09
	(in thousands, except per share data and percentages)
Revenue	$	3,237,693		$	2,133,776		$	1,115,946		$	1,103,917		51.7	%	$	1,017,830		91.2	%
Gross margin		1,497,232			969,935			388,734		$	527,297		54.4	%	$	581,201		149.5	%
Gross margin as a percent of total revenue		46.2	%		45.5	%		34.8	%		0.7	%				10.7	%
Total operating expenses		692,947			544,525			669,977		$	148,422		27.3	%	$	(125,452	)	-18.7	%
Net income (loss)		723,748			346,669			(302,148	)	$	377,079		108.8	%	$	648,817		214.7	%
Diluted net income (loss) per share	$	5.79		$	2.71		$	(2.41	)	$	3.08		113.7	%	$	5.12		212.4	%

Fiscal year 2011 results compared with fiscal year 2010 reflect continued improvement in the global business environment and in the semiconductor industry, improved foundry fabrication utilization and an increase in the rate of next-generation DRAM and NAND technology conversions by leading memory companies.

Fiscal year 2011 revenues increased 52% compared to fiscal year 2010, primarily reflecting increased system shipments driven by growth in customer demand. The increase in gross margin as a percentage of revenue for the fiscal year 2011 compared to fiscal year 2010 was due primarily to increased revenue along with increased factory and field utilization resulting from higher overall volume.

Operating expenses in fiscal year 2011 increased as compared to fiscal year 2010. This change was primarily due to increased research and development activities and enhanced levels of sales and marketing expense associated with customer projects and a credit in fiscal year 2010 of approximately $39 million related to the reversal of accrued liabilities due to the final settlement of matters associated with our Internal Revenue Code Section 409A expenses from the 2007 voluntary independent stock option review.

Our cash and cash equivalents, short-term investments, and restricted cash and investments balances totaled approximately $2.3 billion as of June 26, 2011 compared to $992 million as of June 27, 2010. We generated approximately $881 million in net cash provided by operating activities during fiscal year 2011, compared to net cash provided by operating activities of $351 million in fiscal year 2010. The increased operating cash flows in fiscal year 2011 versus fiscal year 2010 were mainly generated from higher revenue volumes during the fiscal year. Additionally, during fiscal year 2011, the Company completed a convertible note financing and generated $836 million in net cash, which includes proceeds from warrant sales, offset by issuance fees and purchase of convertible note hedges.

Results of Operations

Shipments and Backlog


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
Shipments (in millions)	$	3,306		$	2,304		$	976
North America		13	%		8	%		16	%
Europe		13	%		7	%		11	%
Japan		13	%		15	%		20	%
Korea		21	%		27	%		21	%
Taiwan		23	%		32	%		20	%
Asia Pacific		17	%		11	%		12	%

Shipments for fiscal year 2011 were approximately $3.3 billion and increased by 43% compared to fiscal year 2010. Shipments for fiscal year 2010 increased sequentially from fiscal year 2009 by 136%. The sequential growth for both fiscal years reflects improvements in the industry and economic environments as noted above.

During fiscal year 2011, applications at or below the 65 nanometer technology node were 90% of total systems shipments. During fiscal year 2010, applications at or below the 65 nanometer technology node were 96% of total systems shipments. During fiscal year 2011 the memory market segment, foundry segment, and logic/integrated device manufacturing segment were approximately 49%, 32% and 19% of system shipments, respectively. During fiscal year 2010, the memory market segment, foundry segment, and logic/integrated device manufacturing segment were approximately 61%, 29% and 10% of system shipments, respectively. In fiscal year 2011, we saw a broadening of customers, some of which added capacity above the 65 nanometer node.

Unshipped orders in backlog as of June 26, 2011 were approximately $641 million and decreased from approximately $667 million as of June 27, 2010. Our unshipped orders backlog includes orders for systems, spares, and services. Please refer to “Backlog” in Part I Item 1, “Business” of this report for a description of our policies for adding to and adjusting backlog.

Revenue


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
Revenue (in millions)	$	3,238		$	2,134		$	1,116
North America		12	%		9	%		15	%
Europe		13	%		6	%		11	%
Japan		13	%		15	%		21	%
Korea		23	%		25	%		21	%
Taiwan		24	%		33	%		19	%
Asia Pacific		15	%		12	%		13	%

The revenue increase during fiscal year 2011 compared to 2010 and fiscal year 2010 compared to 2009 reflected improvements in the industry and economic environments as noted above. Our revenue levels are generally correlated to the amount of shipments and our installation and acceptance timelines. The overall Asia region continues to account for a majority of our revenues as a substantial amount of the worldwide capacity additions for semiconductor manufacturing continues to occur in this region. Our deferred revenue balance increased to $257.6 million as of June 26, 2011 compared to $207.4 million as of June 27, 2010, consistent with increased customer spending levels during fiscal year 2011. Our deferred revenue balance does not include shipments to Japanese customers, to whom title does not transfer until customer acceptance. Shipments to Japanese customers are classified as inventory at cost until the time of acceptance. The anticipated future revenue value from shipments to Japanese customers was approximately $70 million as of June 26, 2011 compared to $52 million as of June 27, 2010.

Gross Margin


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009			FY11 vs. FY10					FY10 vs. FY09
	(in thousands, except percentages)
Gross margin	$	1,497,232		$	969,935		$	388,734		$	527,297		54.4	%	$	581,201		149.5	%
Percent of total revenue		46.2	%		45.5	%		34.8	%		0.7	%				10.7	%

The increase in gross margin as a percentage of revenue for fiscal year 2011 compared to fiscal year 2010 was due primarily to increased factory and field utilization as a result of higher volume.

The increase in gross margin as a percentage of revenue for fiscal year 2010 compared to fiscal year 2009 was due primarily to improved product mix and more favorable absorption from the factories. Additionally, there was a decrease in restructuring and asset impairments included in gross margin from approximately $21 million in fiscal year 2009 to $3 million in fiscal year 2010 and a credit in fiscal year 2010 of approximately $6 million related to a reversal of accrued liabilities due to final settlement of matters associated with our Internal Revenue Code Section 409A expenses from the 2007 voluntary independent stock option review.

Research and Development


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009			FY11 vs. FY10					FY10 vs. FY09
	(in thousands, except percentages)
Research & development (“R&D”)	$	373,293		$	320,859		$	288,269		$	52,434		16.3	%	$	32,590		11.3	%
Percent of total revenue		11.5	%		15.0	%		25.8	%		-3.5	%				-10.8	%

We continue to make significant R&D investments focused on leading-edge plasma etch, single-wafer clean and other semiconductor manufacturing requirements. The increase in R&D spending during fiscal year 2011 compared to fiscal year 2010 was due primarily to higher employee compensation and benefits of $27 million, mainly as a result of increased headcount and stronger company profitability, and higher outside services and supplies of $19 million related to new product development.

The increase in R&D spending during fiscal year 2010 compared to fiscal year 2009 was due primarily to higher employee compensation and benefits of $25 million, mainly as a result of stronger company profitability, and higher outside services and supplies of $5 million.

Approximately 30% and 24% of fiscal years 2011 and 2010 systems revenues, respectively, were derived from products introduced over the previous two years, which is reflective of our continued investment in new products and technologies.

Selling, General and Administrative


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009			FY11 vs. FY10					FY10 vs. FY09
	(in thousands, except percentages)
Selling, general & administrative (“SG&A”)	$	308,075		$	240,942		$	233,061		$	67,133		27.9	%	$	7,881		3.4	%
Percent of total revenue		9.5	%		11.3	%		20.9	%		-1.8	%				-9.6	%

The growth in SG&A expense during fiscal year 2011 compared to fiscal year 2010 was due primarily to higher employee compensation and benefits of $44 million, mainly as a result of increased headcount and stronger company profitability, and higher outside services and supplies of $18 million for customer penetration activities. Rent and depreciation-related expenses increased in fiscal year 2011 from fiscal year 2010 by approximately $13 million. The increases in SG&A expenses during fiscal year 2011 were offset by the release of approximately $4 million of previously reserved allowance for doubtful accounts as the result of cash collections from customers.

The growth in SG&A expense during fiscal year 2010 compared to fiscal year 2009 was driven by increases of approximately $26 million in employee compensation as a result of increased company profitability offset by a $9 million decline in depreciation, rent and utilities expenses primarily as a result of restructuring activities, and $7 million due to a non-recurring accounts receivable reserve recorded for specific distressed customers in fiscal year 2009.

Goodwill Impairment

During fiscal year 2009, a combination of factors, including the economic environment, a sustained decline in our market valuation, and a decline in our operating results indicated possible impairment of our goodwill. We performed an impairment analysis and concluded that the fair value of our Clean Product Group had been reduced below its carrying value. As a result, we recorded a non-cash goodwill impairment charge of approximately $96.3 million during fiscal year 2009. We concluded that there were no indicators of impairment as a result of our fiscal 2010 and 2011 assessments.

The calculation of the goodwill impairment charge is based on estimates of future operating results. If our future operating results do not meet current forecasts or if we experience a sustained decline in our market capitalization that is determined to be indicative of a reduction in fair value of our businesses, an additional impairment analysis may be required which may result in further impairment charges.

Restructuring and Asset Impairments

During fiscal year 2008, we incurred expenses for restructuring and asset impairment charges of $19.0 million related to the integration of SEZ and overall streamlining of our combined Clean Product Group (“June 2008 Plan”). We incurred additional expenses of $19.0 million under the June 2008 Plan during fiscal year 2009. The charges during fiscal year 2008 and 2009 primarily included severance and related benefits costs and certain asset impairments associated with our product line integration road maps. During fiscal year 2010, we recorded a recovery of $2.2 million related primarily to inventory previously restructured in connection with our initial product line integration road maps.

During fiscal year 2009, we incurred expenses of $17.8 million for restructuring and asset impairment charges designed to better align our cost structure with our business opportunities in consideration of market and economic uncertainties (“December 2008 Plan”). The charges consisted of severance and related benefits costs as well as certain facilities related costs and asset impairments.

During fiscal year 2009, we also incurred expenses of $28.6 million for restructuring and asset impairment charges designed to align our cost structure with our outlook for the current economic environment and future business opportunities (“March 2009 Plan”). The charges during fiscal year 2009 consisted primarily of severance and related benefits costs as well as certain facilities related costs and asset impairments. The Company incurred additional expenses of $20.9 million during fiscal 2010 under the March 2009 Plan consisting primarily of certain facilities charges related to the reassessment of future obligations for previously restructured leases, severance and related benefits costs, and asset impairments. During fiscal year 2011 the Company incurred additional expenses of $11.8 million under the March 2009 Plan consisting primarily of certain facilities charges related to the reassessment of future obligations for previously restructured leases.

In addition to charges incurred under specific restructuring plans, during fiscal year 2010 we incurred $6.0 million of asset impairment charges related to production efficiencies and shifts in product demands.

For further details related to restructuring and asset impairment, see Note 18 of the Notes to Consolidated Financial Statements.

409A Expense

Following the voluntary independent review of our historical option grant process, we considered whether Section 409A of the Internal Revenue Code and similar provisions of state law would apply to stock options that were found, under applicable accounting guidance, to have intrinsic value at the time of their respective measurement dates. If a stock option is not considered as issued with an exercise price of at least the fair market value of the underlying stock, it may be subject to penalty taxes under Section 409A and similar provisions of state law. In such a case, taxes may be assessed not only on the intrinsic value increase, but on the entire stock option gain as measured at various times. On March 30, 2008, our Board of Directors authorized us to assume potential tax liabilities of certain employees, including our Chief Executive Officer and certain executive officers, relating to options that might be subject to Section 409A and similar provisions of state law. Those liabilities totaled $50.9 million; $44.5 million was recorded in operating expenses and $6.4 million in cost of goods sold in our consolidated statements of operations for fiscal year 2008. We incurred $3.2 million of expense during fiscal year 2009 consisting of interest and legal fees. During fiscal year 2010, we reached final settlement of matters associated with our 409A expenses with the Internal Revenue Service (“IRS”) and California Franchise Tax Board (“FTB”) resulting in a credit of $44.4 million due to the reversal of 409A liabilities. There were no expenses or reversals related to Section 409A during fiscal year 2011.

Legal Judgment

Aspect Systems, Inc. (“Aspect”) sued us for breach of contract and various business torts arising out of a transaction in which we licensed Aspect to sell certain of our legacy Autoetch and Drytek products. The case went to trial in the United States District Court for the District of Arizona in December of 2008, resulting in a jury verdict in favor of Aspect. We recorded the amount of the legal judgment of $4.6 million in our consolidated statement of operations for the year ended June 28, 2009 and final judgment was reached in fiscal year 2011.

Other Income (Expense), Net

Other income (expense), net, consisted of the following:


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
	(in thousands)
Interest income	$	15,572		$	8,598		$	24,283
Interest expense		(5,380	)		(994	)		(6,497	)
Foreign exchange gain (loss)		(11,085	)		(103	)		922
Other, net		(2,516	)		(2,770	)		(558	)

	$	(3,409	)	$	4,731		$	18,150

The increase in interest income during fiscal year 2011 compared with fiscal year 2010 was primarily due to increases in our average cash and investment balances from cash provided by operations and proceeds from convertible note financing, which was partially offset by treasury stock transactions and the decrease in interest rate yields. The decrease in interest income during fiscal year 2010 compared with fiscal year 2009 was primarily due to decreases in our average cash and investment balances and decreases in interest rate yields.

The increase in interest expense during fiscal year 2011 as compared with fiscal year 2010 was due to the issuance of the $900 million convertible notes during fiscal year 2011. The decrease in interest expense during fiscal year 2010 as compared with the prior year was due to our $250.0 million loan payment to ABN AMRO during fiscal year 2009, principal payments on long-term debt and capital leases, and to a lesser extent, decreases in interest rate yields.

Foreign exchange losses in fiscal year 2011 were related to un-hedged portions of the balance sheet exposures, primarily in the Euro, Korean Won, and Singapore dollar. Foreign exchange gains in fiscal year 2009 were related to un-hedged portions of the balance sheet exposures, primarily in the Japanese yen, Taiwanese dollar and Euro and were partially offset by $4.0 million of deferred net losses associated with ineffectiveness related to forecasted transactions that were no longer considered probable of occurring.

Other expenses during fiscal year 2011 included increases in charitable contributions and banking fees primarily related to increased business transactions. Other expenses increased during fiscal year 2010 as compared with 2009 due to increased charitable contributions and the recognition of a $0.9 million realized loss on investments due to an other-than-temporary impairment charge.

Income Tax Expense

Our annual income tax expense was $77.1 million, $83.5 million, and $39.1 million in fiscal years 2011, 2010, and 2009, respectively. Our effective tax rate for fiscal years 2011, 2010, and 2009 was 9.6%, 19.4%, and (14.8) %, respectively. The decrease in the effective tax rate in fiscal year 2011 was primarily due to the change in geographical mix of income between higher and lower tax jurisdictions, tax benefits related to the recognition of previously unrecognized tax benefits due to the settlement of audits, and tax benefit due to the extension of the second half of fiscal year 2010 federal R&D credit.

The fiscal year 2010 effective tax rate was 19.4%, compared to the fiscal year 2009 effective tax rate of (14.8)%. The increase in the effective tax rate in fiscal year 2010 was primarily due to the increase in the Company’s income, the change in geographical mix of income between higher and lower tax jurisdictions, adjustments for previously estimated tax liabilities upon the filing of our U.S. tax return and decrease in Federal R&D credit due to the expiration of the credit on December 31, 2009.

Deferred Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. Our gross deferred tax assets, composed primarily of reserves and accruals that are not currently deductible and tax credit carryforwards, were $147.2 million and $137.4 million at the end of fiscal years 2011 and 2010, respectively. These gross deferred tax assets were offset by deferred tax liabilities of

$31.7 million and $36.3 million at the end of fiscal years 2011 and 2010, respectively, and a valuation allowance of $46.2 million and $37.0 million at the end of fiscal years 2011 and 2010, respectively.

We record a valuation allowance to reduce our deferred tax assets to the amount that is more-likely-than-not to be realized. Realization of our net deferred tax assets is dependent on future taxable income. We believe it is more likely than not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time. In the event that we determine that we would not be able to realize all or part of our net deferred tax assets, an adjustment would be charged to earnings in the period such determination is made. Likewise, if we later determine that it is more-likely-than-not that the deferred tax assets would be realized, then the previously provided valuation allowance would be reversed. Our fiscal years 2011 and 2010 valuation allowance of $46.2 million and $37.0 million relate to California and certain foreign deferred tax assets.

At our fiscal year end of June 26, 2011 we recorded a valuation allowance to offset the entire California deferred tax asset balance reflecting the impact of a California law repealing the cost of performance sales factor sourcing rule and the single sales factor apportionment election, effective for subsequent fiscal years. We also recorded a reduction of valuation allowance against certain foreign deferred tax assets due to an increase in the forecasted income for certain foreign entities and an increase in the current year deferred tax liabilities.

We evaluate the realizability of the deferred tax assets quarterly and will continue to assess the need for changes in valuation allowances, if any.

Uncertain Tax Positions

We reevaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make certain judgments, estimates and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We based our estimates and assumptions on historical experience and on various other assumptions we believed to be applicable and evaluate them on an ongoing basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.

The significant accounting policies used in the preparation of our financial statements are described in Note 2 of our Consolidated Financial Statements. Some of these significant accounting policies are considered to be critical accounting policies. A critical accounting policy is defined as one that has both a material impact on our financial condition and results of operations and requires us to make difficult, complex and/or subjective judgments, often regarding estimates about matters that are inherently uncertain.

We believe that the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition: We recognize all revenue when persuasive evidence of an arrangement exists, delivery has occurred and title has passed or services have been rendered, the selling price is fixed or determinable, collection of the receivable is reasonably assured, and we have received customer acceptance, completed our system installation obligations, or are otherwise released from our installation or customer acceptance obligations. If terms of the sale provide for a lapsing customer acceptance period, we recognize revenue upon the expiration of the lapsing acceptance period or customer acceptance, whichever occurs first. If the practices of a customer do not provide for a written acceptance or the terms of sale do not include a lapsing acceptance provision, we recognize revenue when it can be reliably demonstrated that the delivered system meets all of the agreed-to customer specifications. In situations with multiple deliverables, we recognize revenue upon the delivery of the separate elements to the customer and when we receive customer acceptance or are otherwise

released from our customer acceptance obligations. We allocate revenue from multiple-element arrangements among the separate elements based on their relative selling prices, provided the elements have value on a stand-alone basis. Our sales arrangements do not include a general right of return. The maximum revenue we recognize on a delivered element is limited to the amount that is not contingent upon the delivery of additional items. We generally recognize revenue related to sales of spare parts and system upgrade kits upon shipment. We generally recognize revenue related to services upon completion of the services requested by a customer order. We recognize revenue for extended maintenance service contracts with a fixed payment amount on a straight-line basis over the term of the contract. When goods or services have been delivered to the customer but all conditions for revenue recognition have not been met, we record deferred revenue and/or deferred costs of sales in deferred profit on our Consolidated Balance Sheet.

Inventory Valuation: Inventories are stated at the lower of cost or market using standard costs that generally approximate actual costs on a first-in, first-out basis. We maintain a perpetual inventory system and continuously record the quantity on-hand and standard cost for each product, including purchased components, subassemblies, and finished goods. We maintain the integrity of perpetual inventory records through periodic physical counts of quantities on hand. Finished goods are reported as inventories until the point of title transfer to the customer. Generally, title transfer is documented in the terms of sale. Unless specified in the terms of sale, title generally transfers when we complete physical transfer of the products to the freight carrier. Transfer of title for shipments to Japanese customers generally occurs at the time of customer acceptance.

We reassess standard costs as needed but annually at a minimum, and reflect achievable acquisition costs. Acquisition costs are generally based on the most recent vendor contract prices for purchased parts, normalized assembly and test labor utilization levels, methods of manufacturing, and normalized overhead. Manufacturing labor and overhead costs are attributed to individual product standard costs at a level planned to absorb spending at average utilization volumes. We eliminate all intercompany profits related to the sales and purchases of inventory between our legal entities from our Consolidated Financial Statements.

Management evaluates the need to record adjustments for impairment of inventory at least quarterly. Our policy is to assess the valuation of all inventories including manufacturing raw materials, work-in-process, finished goods, and spare parts in each reporting period. Obsolete inventory or inventory in excess of management’s estimated usage requirements over the next 12 to 36 months is written down to its estimated market value if less than cost. Estimates of market value include, but are not limited to, management’s forecasts related to our future manufacturing schedules, customer demand, technological and/or market obsolescence, general semiconductor market conditions, and possible alternative uses. If future customer demand or market conditions are less favorable than our projections, additional inventory write-downs may be required and would be reflected in cost of goods sold in the period in which we make the revision.

Warranty: Typically, the sale of semiconductor capital equipment includes providing parts and service warranty to customers as part of the overall price of the system. We provide standard warranties for our systems. When appropriate, we record a provision for estimated warranty expenses to cost of sales for each system when we recognize revenue. We do not maintain general or unspecified reserves; all warranty reserves are related to specific systems. The amount recorded is based on an analysis of historical activity that uses factors such as type of system, customer, geographic region, and any known factors such as tool reliability trends. All actual or estimated parts and labor costs incurred in subsequent periods are charged to those established reserves on a system-by-system basis.

Actual warranty expenses are accounted for on a system-by-system basis and may differ from our original estimates. While we periodically monitor the performance and cost of warranty activities, if actual costs incurred are different than our estimates, we may recognize adjustments to provisions in the period in which those differences arise or are identified. In addition to the provision of standard warranties, we offer customer-paid extended warranty services. Revenues for extended maintenance and warranty services with a fixed payment amount are recognized on a straight-line basis over the term of the contract. Related costs are recorded as incurred.

Equity-based Compensation — Employee Stock Purchase Plan (“ESPP”) and Employee Stock Plans: GAAP requires us to recognize the fair value of equity-based compensation in net income. We determine the fair value of our restricted stock units (“RSUs”) based upon the fair market value of Company stock at the date of

grant. We estimate the fair value of our stock options and ESPP awards using the Black-Scholes option valuation model. This model requires us to input highly subjective assumptions, including expected stock price volatility and the estimated life of each award. We amortize the fair value of equity-based awards over the vesting periods of the awards, and we have elected to use the straight-line method of amortization.

We make quarterly assessments of the adequacy of our tax credit pool related to equity-based compensation to determine if there are any deficiencies that we are required to recognize in our Consolidated Statements of Operations. We will only recognize a benefit from stock-based compensation in paid-in-capital if we realize an incremental tax benefit after all other tax attributes currently available to us have been utilized. In addition, we have elected to account for the indirect benefits of stock-based compensation on the research tax credit through the income statement (continuing operations) rather than through paid-in-capital. We have also elected to net deferred tax assets and the associated valuation allowance related to net operating loss and tax credit carryforwards for the accumulated stock award tax benefits for income tax footnote disclosure purposes. We will track these stock award attributes separately and will only recognize these attributes through paid-in-capital.

Income Taxes: Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. Realization of our net deferred tax assets is dependent on future taxable income. We believe it is more-likely-than-not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at the time. In the event that we determine that we would not be able to realize all or part of our net deferred tax assets, an adjustment would be charged to earnings in the period such determination is made. Likewise, if we later determine that it is more-likely-than-not that the deferred tax assets would be realized, then the previously provided valuation allowance would be reversed.

We calculate our current and deferred tax provision based on estimates and assumptions that can differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on the two-step process prescribed within the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more-likely-than-not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period such determination is made.

Goodwill and Intangible Assets: Goodwill represents the amount by which the purchase price in each business combination exceeds the fair value of the net tangible and identifiable intangible assets acquired. We allocate the carrying value of goodwill to our reporting units. We test goodwill and identifiable intangible assets with indefinite useful lives for impairment at least annually. We amortize intangible assets with estimable useful lives over their respective estimated useful lives, and we review for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable and the carrying amount exceeds its fair value.

We review goodwill at least annually for impairment. If certain events or indicators of impairment occur between annual impairment tests, we would perform an impairment test of goodwill at that date. In testing for a

potential impairment of goodwill, we: (1) allocate goodwill to our reporting units to which the acquired goodwill relates; (2) estimate the fair value of our reporting units; and (3) determine the carrying value (book value) of those reporting units, as some of the assets and liabilities related to those reporting units are not held by those reporting units but by a corporate function. Prior to this allocation of the assets to the reporting units, we are required to assess long-lived assets for impairment. Furthermore, if the estimated fair value of a reporting unit is less than the carrying value, we must estimate the fair value of all identifiable assets and liabilities of that reporting unit, in a manner similar to a purchase price allocation for an acquired business. This can require independent valuations of certain internally generated and unrecognized intangible assets such as in-process R&D and developed technology. Only after this process is completed can the amount of goodwill impairment, if any, be determined.

The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. We determine the fair value of our reporting units by using a weighted combination of both a market and an income approach, as this combination is deemed to be the most indicative of fair value in an orderly transaction between market participants.

Under the market approach, we use information regarding the reporting unit as well as publicly available industry information to determine various financial multiples to value our reporting units. Under the income approach, we determine fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn.

In estimating the fair value of a reporting unit for the purposes of our annual or periodic analyses, we make estimates and judgments about the future cash flows of our reporting units, including estimated growth rates and assumptions about the economic environment. Although our cash flow forecasts are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying businesses, there is significant judgment involved in determining the cash flows attributable to a reporting unit. In addition, we make certain judgments about allocating shared assets to the estimated balance sheets of our reporting units. We also consider our market capitalization and that of our competitors on the date we perform the analysis. Changes in judgment on these assumptions and estimates could result in a goodwill impairment charge.

As a result, several factors could result in impairment of a material amount of our goodwill balance in future periods, including, but not limited to: (1) weakening of the global economy, weakness in the semiconductor equipment industry, or failure of the Company to reach its internal forecasts, which could impact our ability to achieve our forecasted levels of cash flows and reduce the estimated discounted cash flow value of our reporting units; and (2) a decline in our stock price and resulting market capitalization, if we determine that the decline is sustained and indicates a reduction in the fair value of our reporting units below their carrying value. In addition, the value we assign to intangible assets, other than goodwill, is based on our estimates and judgments regarding expectations such as the success and life cycle of products and technology acquired. If actual product acceptance differs significantly from our estimates, we may be required to record an impairment charge to write down the asset to its realizable value.

Recent Accounting Pronouncements

In September 2009, the FASB ratified guidance from the Emerging Issues Task Force (“EITF”) regarding revenue arrangements with multiple deliverables. This guidance addresses criteria for separating the consideration in multiple-element arrangements and requires companies to allocate the overall consideration to each deliverable by using a best estimate of the selling price of individual deliverables in the arrangement in the absence of vendor-specific objective evidence or other third-party evidence of the selling price. We adopted this guidance on June 28, 2010, on a prospective basis, and the adoption did not have a significant impact on our results of operations or financial condition.

In September 2009, the FASB also ratified guidance from the EITF regarding certain revenue arrangements that include software elements. This guidance modifies the scope of the software revenue recognition rules to exclude (a) non-software components of tangible products and (b) software components of tangible products that are sold, licensed, or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. We adopted this

guidance on June 28, 2010, on a prospective basis, and the adoption did not have a significant impact on our results of operations or financial condition.

In June 2011, the FASB issued new authoritative guidance that increases the prominence of items reported in other comprehensive income (OCI) by eliminating the option to present components of OCI as part of the statement of changes in stockholders’ equity. The amendments in this standard require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under either method, adjustments must be displayed for items that are reclassified from OCI to net income in the financial statements where the components of net income and the components of OCI are presented. This guidance does not affect the underlying accounting for components of OCI, but will change the presentation of our financial statements. We will adopt this authoritative guidance retrospectively in the first quarter of our fiscal year 2013.

Liquidity and Capital Resources

Total gross cash, cash equivalents, short-term investments, and restricted cash and investments balances were $2.3 billion at the end of fiscal year 2011 compared to $991.7 million at the end of fiscal year 2010. This increase was primarily due to cash provided by operations and net proceeds from our convertible note financing, which was partially offset by treasury stock transactions.

Cash Flows from Operating Activities

Net cash provided by operating activities of $881 million during fiscal year 2011 consisted of (in millions):


Net income	$	723.7
Non-cash charges:
Depreciation and amortization		74.8
Equity-based compensation		53.0
Restructuring charges, net		11.6
Amortization of convertible note discount		3.6
Net tax benefit on equity-based compensation plans		5.5
Deferred income taxes		(10.7	)
Changes in operating asset and liability accounts		21.8
Other		(2.3	)

	$	881.0

Significant changes in operating asset and liability accounts included the following sources of cash: increases in accrued expenses and other liabilities of $138.1 million, accounts payable of $42.3 million, and deferred profit of $34.0 million, partially offset by the following uses of cash: increases in accounts receivable of $89.7 million, inventories of $77.5 million, and prepaid and other assets of $25.3 million. These changes in overall cash were all consistent with increased business volumes.

Cash Flows from Investing Activities

Net cash used for investing activities during fiscal year 2011 was $479.9 million which was primarily due to net purchases of available-for-sale securities of $353.5 million and capital expenditures of $127.5 million.

Cash Flows from Financing Activities

Net cash provided by financing activities during fiscal year 2011 was $527.0 million which was primarily due to net proceeds from our convertible note financing of $835.5, which includes proceeds from convertible notes and warrant sales, offset by issuance fees and purchase of convertible note hedges. Additional sources of cash provided by financing activities include net proceeds related to issuance of common stock and reissuance of treasury stock under employee equity-based plans of $33.6 million and the effect of excess tax benefits on equity based compensation of $23.3 million. This was partially offset by $211.3 million in treasury stock repurchases, $149.6 million of net prepayments for the potential purchase of treasury stock under the structured stock repurchase arrangement (see Note 19 of Notes to Consolidated Financial Statements), and $4.5 million in principal payments on long-term debt and capital leases.

Liquidity

Given the cyclical nature of the semiconductor equipment industry, we believe that maintaining sufficient liquidity reserves is important to support sustaining levels of investment in R&D and capital infrastructure. Based upon our current business outlook, we expect that our levels of cash, cash equivalents, and short-term investments at June 26, 2011 will be sufficient to support our presently anticipated levels of operations, investments, debt service requirements, and capital expenditures, through at least the next 12 months.

In the longer term, liquidity will depend to a great extent on our future revenues and our ability to appropriately manage our costs based on demand for our products and services. While we have substantial cash balances in the United States and offshore, we may require additional funding and need to raise the required funds through borrowings or public or private sales of debt or equity securities. We believe that, if necessary, we will be able to access the capital markets on terms and in amounts adequate to meet our objectives. However, given the possibility of changes in market conditions or other occurrences, there can be no certainty that such funding will be available in needed quantities or on terms favorable to us.

Off-Balance Sheet Arrangements and Contractual Obligations

We have certain obligations to make future payments under various contracts, some of which are recorded on our balance sheet and some of which are not. Obligations are recorded on our balance sheet in accordance with GAAP and include our long-term debt which is outlined in the following table and noted below. Our off-balance sheet arrangements include contractual relationships and are presented as operating leases and purchase obligations in the table below. Our contractual cash obligations and commitments as of June 26, 2011, relating to these agreements and our guarantees are included in the following table. The amounts in the table below exclude $113.6 million of liabilities related to uncertain tax benefits as we are unable to reasonably estimate the ultimate amount or time of settlement. See Note 15 of Notes to the Consolidated Financial Statements for further discussion.


	Operating Leases		Capital Leases		Purchase Obligations		Long-term Debt and Interest Expense		Total
	(in thousands)
Payments due by period:
Less than 1 year	$	11,081	$	1,900	$	192,766	$	10,219	$	215,966
1-3 years		16,238		3,466		66,724		16,415		102,843
3-5 years		5,852		3,944		29,755		465,750		505,301
Over 5 years		830		8,931		1,040		462,234		473,035

Total	$	34,001	$	18,241	$	290,285	$	954,618	$	1,297,145

Operating Leases

We lease most of our administrative, R&D and manufacturing facilities, regional sales/service offices and certain equipment under non-cancelable operating leases. Certain of our facility leases for buildings located at our Fremont, California headquarters, Livermore facilities, and certain other facility leases provide us with an option to extend the leases for additional periods or to purchase the facilities. Certain of our facility leases provide for periodic rent increases based on the general rate of inflation. In addition to amounts included in the table above, we have guaranteed residual values for certain of our Fremont and Livermore facility leases of up to $164.9 million. See Note 14 of Notes to the Consolidated Financial Statements for further discussion.

Capital Leases

Capital leases reflect building and office equipment lease obligations. The amounts in the table above include the interest portion of payment obligations.

Purchase Obligations

Purchase obligations consist of significant contractual obligations either on an annual basis or over multi-year periods related to our outsourcing activities or other material commitments, including vendor-consigned

inventories. We continue to enter into new agreements and maintain existing agreements to outsource certain activities, including elements of our manufacturing, warehousing, logistics, facilities maintenance, certain information technology functions, and certain transactional general and administrative functions. The contractual cash obligations and commitments table presented above contains our obligations at June 26, 2011 under these arrangements and others. Actual expenditures will vary based on the volume of transactions and length of contractual service provided. In addition to these obligations, certain of these agreements include early termination provisions and/or cancellation penalties which could increase or decrease amounts actually paid.

Long-Term Debt

On May 11, 2011, we issued and sold $450.0 million in aggregate principal amount of 0.5% convertible notes due 2016 (the “2016 Notes”) and $450.0 million in aggregate principal amount of 1.25% convertible notes due 2018 (the “2018 Notes,” and collectively with the “2016 Notes”, the “Notes”). The 2016 Notes were issued at par and pay interest at a rate of 0.5% per annum and the 2018 Notes were issued at par and pay interest at rate of 1.25% per annum. The Notes may be converted into our common stock, under certain circumstances, based on an initial conversion rate of 15.8687 shares of our common stock per $1,000 principal amount of Notes, which is equal to a conversion price of approximately $63.02 per share of our common stock. The conversion price will be subject to adjustment in some events but will not be adjusted for accrued interest. Concurrently with the issuance of the Notes, we purchased convertible note hedges for $181.1 million and sold warrants for $133.8 million. The separate convertible note hedges and warrant transactions are structured to reduce the potential future economic dilution associated with the conversion of the Notes.

The net proceeds from the offering of the Notes were approximately $835.5 million, which includes proceeds from convertible notes and warrant sales, offset by issuance fees and purchase of convertible note hedges. We used a portion of the net proceeds from the offering of the Notes to repurchase 1,000,000 shares of our common stock at a purchase price of $47.56 per share. The balance of the net proceeds of the offering is intended to be used for general corporate purposes, including working capital and capital expenditures. We may also use a portion of the net proceeds to acquire other businesses, products or technologies, or to repurchase shares of our common stock under our share repurchase program.

During fiscal year 2011 and fiscal year 2010 we made $4.5 million and $21.0 million in principal payments on long-term debt and capital leases, respectively. During fiscal year 2009, we paid the outstanding principal balance of $250.0 million of our existing long-term debt with ABN AMRO using existing cash balances. There were no penalties associated with the payment. In connection with the payment, the parties agreed to terminate the ABN AMRO Credit Agreement and related Collateral Documents.

In addition to the convertible notes, our remaining total long-term debt, excluding interest, of $3.9 million as of June 26, 2011 consists of various bank loans and government subsidized technology loans supporting operating needs.

Other Guarantees

We have issued certain indemnifications to our lessors for taxes and general liability under some of our agreements. We have entered into certain insurance contracts that may limit our exposure to such indemnifications. As of June 26, 2011, we had not recorded any liability on our Consolidated Financial Statements in connection with these indemnifications, as we do not believe, based on information available, that it is probable that we will pay any amounts under these guarantees.

Generally, we indemnify, under pre-determined conditions and limitations, our customers for infringement of third-party intellectual property rights by our products or services. We seek to limit our liability for such indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification obligations. We do not believe, based on information available, that it is probable that we will pay any material amounts under these guarantees.

Warranties

We offer standard warranties on our systems. The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Investments

We maintain an investment portfolio of various holdings, types, and maturities. As of June 26, 2011, our mutual funds are classified as trading securities. Investments classified as trading securities are recorded at fair value based upon quoted market prices. Any material differences between the cost and fair value of trading securities is recognized as “Other income (expense)” in our Consolidated Statement of Operations. All of our other short-term investments are classified as available-for-sale and consequently are recorded in the Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of tax.

Interest Rate Risk

Fixed Income Securities

Our investments in various interest earning securities carry a degree of market risk for changes in interest rates. At any time, a sharp rise in interest rates could have a material adverse impact on the fair value of our fixed income investment portfolio. Conversely, declines in interest rates could have a material adverse impact on interest income for our investment portfolio. We target to maintain a conservative investment policy, which focuses on the safety and preservation of our invested funds by limiting default risk, market risk, reinvestment risk, and the amount of credit exposure to any one issuer. The following table presents the hypothetical fair values of fixed income securities that would result from selected potential decreases and increases in interest rates. Market changes reflect immediate hypothetical parallel shifts in the yield curve of plus or minus 50 basis points (“BPS”), 100 BPS, and 150 BPS. The hypothetical fair values as of June 26, 2011 were as follows:


	Valuation of Securities Given an Interest Rate Decrease of X Basis Points						Fair Value as of June 26, 2011		Valuation of Securities Given an Interest Rate Increase of X Basis Points
	(150 BPS)		(100 BPS)		(50 BPS)		0.00%		50 BPS		100 BPS		150 BPS
	(in thousands)
Municipal Notes and Bonds	$	328,288	$	325,971	$	323,655	$	321,339	$	319,022	$	316,706	$	314,390
US Treasury & Agencies		8,726		8,650		8,573		8,496		8,419		8,342		8,265
Government-Sponsored Enterprises		20,058		19,994		19,931		19,868		19,805		19,742		19,679
Foreign Government Bond		1,007		1,006		1,005		1,005		1,004		1,003		1,002
Corporate Notes and Bonds		386,126		384,894		383,663		382,432		381,200		379,969		378,737
Mortgage Backed Securities — Residential		2,676		2,661		2,647		2,633		2,619		2,605		2,591
Mortgage Backed Securities — Commercial		61,924		61,526		61,127		60,729		60,330		59,931		59,533

Total	$	808,805	$	804,702	$	800,601	$	796,502	$	792,399	$	788,298	$	784,197

We mitigate default risk by investing in high credit quality securities and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to achieve portfolio liquidity and maintain a prudent amount of diversification.

Long-Term Debt

As of June 26, 2011, we had $900 million in principal amount of fixed-rate long-term debt outstanding, with a carrying amount of $722 million. The fair value of our Notes is subject to interest rate risk, market risk and other factors due to the convertible feature. Generally, the fair value of Notes will increase as interest rates fall

and/or our common stock price increases, and decrease as interest rates rise and/or our common stock price decreases. The interest and market value changes affect the fair value of our Notes but do not impact our financial position, cash flows, or results of operations due to the fixed nature of the debt obligations. We do not carry the Notes at fair value, but present the fair value of the principal amount of our Notes for disclosure purposes. As of June 26, 2011 the carrying value of the Notes approximates fair value as interest rates on comparable debt have not changed significantly since issuance of the Notes.

Our long-term debt includes $1.2 million of variable rate debt based on LIBOR plus a spread of 0.875% and is subject to adverse as well as beneficial changes in interest expense due to fluctuation in interest rates.

Equity Price Risk

Publicly Traded Securities

The values of our investments in publicly traded securities, including mutual funds related to our obligations under our deferred compensation plans, are subject to market price risk. The following table presents the hypothetical fair values of our publicly traded securities that would result from selected potential decreases and increases in the price of each security in the portfolio. Potential fluctuations in the price of each security in the portfolio of plus or minus 10%, 15%, or 25% were selected based on potential near-term changes in those security prices. The hypothetical fair values as of June 26, 2011 were as follows:


	Valuation of Securities Given an X% Decrease in Stock Price						Fair Value as of June 26, 2011		Valuation of Securities Given an X% Increase in Stock Price
	(25%)		(15%)		(10%)		0.00%		10%		15%		25%
	(in thousands)
Mutual Funds	$	14,601	$	16,547	$	17,521	$	19,467	$	21,414	$	22,388	$	24,334
Publicly traded equity securities	$	5,582	$	6,327	$	6,699	$	7,443	$	8,188	$	8,560	$	9,304

Total	$	20,183	$	22,874	$	24,220	$	26,910	$	29,602	$	30,948	$	33,638

Foreign Currency Exchange (“FX”) Risk

We conduct business on a global basis in several major international currencies. As such, we are potentially exposed to adverse as well as beneficial movements in foreign currency exchange rates. The majority of our revenues and expenses are denominated in U.S. dollars except for certain revenues denominated in Japanese yen, certain revenues and expenses denominated in the Euro, certain spares and service contracts denominated in various currencies, and expenses related to our non-U.S. sales and support offices denominated in the related countries’ local currency. We currently enter into foreign exchange forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on Japanese yen-denominated revenue and monetary asset and liability exposure, Euro-denominated expenses and monetary assets and liabilities, as well as monetary assets and liabilities denominated in Swiss francs and Taiwanese dollars. We currently believe these are our primary exposures to currency rate fluctuation.

To protect against the reduction in value of forecasted Japanese yen-denominated revenue and Euro-denominated expenses, we enter into foreign currency forward exchange rate contracts that generally expire within 12 months, and no later than 24 months. These foreign currency forward exchange rate contracts are designated as cash flow hedges and are carried on our balance sheet at fair value, with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in earnings in the same period the hedged revenue and/or expense is recognized. We also enter into foreign currency forward contracts to hedge the gains and losses generated by the remeasurement of Japanese yen, Euros, Swiss franc and Taiwanese dollar-denominated monetary assets and liabilities against the U.S. dollar. The change in fair value of these balance sheet hedge contracts is recorded into earnings as a component of other income (expense), net and offsets the change in fair value of the foreign currency denominated monetary assets and liabilities also recorded in other income (expense), net, assuming the hedge contract fully covers the intercompany and trade receivable balances.

The notional amount and unrealized gain of our outstanding forward contracts that are designated as cash flow hedges, as of June 26, 2011 are shown in the table below. This table also shows the change in fair value of these cash flow hedges assuming a hypothetical foreign currency exchange rate movement of plus-or-minus 10 percent and plus-or-minus 15 percent.


		Notional Amount		Unrealized FX Gain/(Loss) June 26, 2011			Valuation of Fx Contracts Given an X% Increase (+)/ Decrease(-) in Each Fx Rate
							+ /-(10%)		+ /-(15%)
		(in $ Millions)
Cash Flow Hedge
Sell	JPY	$	109.0	($	1.2	)	$	10.9	$	16.3
Buy	EUR	$	105.9	$	1.7		$	10.6	$	15.9

		$	214.9	$	0.5		$	21.5	$	32.2

The notional amount and unrealized loss of our outstanding foreign currency forward contracts that are designated as balance sheet hedges, as of June 26, 2011 are shown in the table below. This table also shows the change in fair value of these balance sheet hedges, assuming a hypothetical foreign currency exchange rate movement of plus-or-minus 10 percent and plus-or-minus 15 percent. These changes in fair values would be offset in other income (expense), net, by corresponding change in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge contract fully covers the intercompany and trade receivable balances.


		Notional Amount		Unrealized FX Gain/(Loss) June 26, 2011			Valuation of Fx Contracts Given an X% Increase (+)/ Decrease(-) in Each Fx Rate
							+ /-(10%)		+ /-(15%)
		(in $ Millions)
Balance Sheet Hedge
Sell	JPY	$	61.9	$	0.1		$	6.2	$	9.3
Buy	CHF	$	257.5	$	0.0		$	25.8	$	38.6
Buy	TWD	$	82.6	($	0.7	)	$	8.3	$	12.4
Buy	EUR	$	41.8	$	0.1		$	4.2	$	6.3

		$	443.8	($	0.5	)	$	44.5	$	66.6

Item 8.

Financial Statements and Supplementary Data

The Consolidated Financial Statements required by this Item are set forth on the pages indicated in Item 15(a). The unaudited quarterly results of our operations for our two most recent fiscal years are incorporated in this Item by reference under Item 6, “Selected Financial Data” above.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 26, 2011, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer each concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and to correct any material deficiencies that we may discover. Our goal is to ensure that our senior management has timely access to material information that could affect our business.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate “internal control over financial reporting”, as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 26, 2011 at providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Ernst & Young LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting, as stated in their report, which is included in Part IV, Item 15 of this 2011 Form 10-K.

Effectiveness of Controls

While we believe the present design of our disclosure controls and procedures and internal control over financial reporting is effective at the reasonable assurance level, future events affecting our business may cause controls and procedures or internal control over financial reporting. The effectiveness of controls cannot be absolute because the cost to design and implement a control to identify errors or mitigate the risk of errors occurring should not outweigh the potential loss caused by the errors that would likely be detected by the control. Moreover, we believe that a control system cannot be guaranteed to be 100% effective all of the time. Accordingly, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Item 9B.

Other Information

None.

PART III

We have omitted from this 2011 Form 10-K certain information required by Part III because we, as the Registrant, will file a definitive proxy statement with the Securities and Exchange Commission (SEC) within 120 days after the end of our fiscal year, pursuant to Regulation 14A, as promulgated by the SEC, for our Annual Meeting of Stockholders expected to be held on or about November 3, 2011 (the “Proxy Statement”), and certain information included in the Proxy Statement is incorporated into this report by reference. (However, the Reports of the Audit Committee and Compensation Committee in the Proxy Statement are expressly not incorporated by reference into this report.)

Item 10.

Directors, Executive Officers, and Corporate Governance

For information regarding our executive officers, see Part I, Item 1 of this 2011 Form 10-K under the caption “Executive Officers of the Company,” which information is incorporated into Part III by reference.

The information concerning our directors required by this Item is incorporated by reference to our Proxy Statement under the heading “Proposal No. 1 — Election of Directors.”

The information concerning our audit committee and audit committee financial experts required by this Item is incorporated by reference to our Proxy Statement under the heading “Corporate Governance.”

The information concerning compliance by our officers, directors and 10% shareholders with Section 16 of the Exchange Act required by this Item is incorporated by reference to our Proxy Statement under the heading “Section 16(a) Beneficial Ownership Reporting Compliance.”

The Company has adopted a Corporate Code of Ethics that applies to all employees, officers, and directors of the Company. Our Code of Ethics is publicly available on the investor relations page of our website at http://investor.lamresearch.com. To the extent required by law, any amendments to, or waivers from, any provision of the Code of Ethics will promptly be disclosed to the public. To the extent permitted by applicable legal requirements, we intend to make any required public disclosure by posting the relevant material on our website in accordance with SEC rules.

Item 11.

Executive Compensation

The information required by this Item is incorporated by reference to our Proxy Statement under the heading “Executive Compensation and Other Information.”

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to our Proxy Statement under the headings “Proposal No. 1 — Election of Directors,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to our Proxy Statement under the heading “Certain Relationships and Related Transactions.”

Item 14.

Principal Accounting Fees and Services

The information required by this Item is incorporated by reference to our Proxy Statement under the heading “Relationship with Independent Registered Public Accounting Firm.”

PART IV

Item 15.

Exhibits, Financial Statement Schedules

(a)

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

1. Index to Financial Statements


	Page
Consolidated Balance Sheets — June 26, 2011 and June 27, 2010		45
Consolidated Statements of Operations — Years Ended June 26, 2011, June 27, 2010, and June 28, 2009		46
Consolidated Statements of Cash Flows — Years Ended June 26, 2011, June 27, 2010, and June 28, 2009		47
Consolidated Statements of Stockholders’ Equity — Years Ended June 26, 2011, June 27, 2010, and June 28, 2009		48
Notes to Consolidated Financial Statements		50
Reports of Independent Registered Public Accounting Firm		88

2. Index to Financial Statement Schedules


Schedule II — Valuation and Qualifying Accounts			92

Schedules, other than those listed above, have been omitted since they are not applicable/not required, or the information is included elsewhere herein.

3. See (c) of this Item 15, which is incorporated herein by reference.

(c)

The list of Exhibits follows page 92 of this 2011 Form 10-K and is incorporated herein by this reference.

LAM RESEARCH CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	June 26, 2011			June 27, 2010
ASSETS
Cash and cash equivalents	$	1,492,132		$	545,767
Short-term investments		630,115			280,690
Accounts receivable, less allowance for doubtful accounts of $4,720 as of June 26, 2011 and $10,609 as of June 27, 2010		590,568			499,890
Inventories		396,607			318,479
Deferred income taxes		78,435			46,158
Prepaid expenses and other current assets		88,935			65,677

Total current assets		3,276,792			1,756,661
Property and equipment, net		270,458			200,336
Restricted cash and investments		165,256			165,234
Deferred income taxes		3,892			26,218
Goodwill		169,182			169,182
Intangible assets, net		47,434			67,724
Other assets		124,380			102,037

Total assets	$	4,057,394		$	2,487,392

LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	163,541		$	121,099
Accrued expenses and other current liabilities		358,756			309,397
Deferred profit		157,207			123,194
Current portion of long-term debt, convertible notes, and capital leases		4,782			4,967

Total current liabilities		684,286			558,657
Long-term debt, convertible notes, and capital leases		738,488			17,645
Income taxes payable		113,582			110,462
Other long-term liabilities		51,193			32,493

Total liabilities		1,587,549			719,257
Commitments and contingencies
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 — 123,579 shares at June 26, 2011 and 125,946 shares at June 27, 2010		124			126
Additional paid-in capital		1,531,465			1,452,939
Treasury stock, at cost, 40,995 shares at June 26, 2011 and 36,884 shares at June 27, 2010		(1,761,591	)		(1,581,417	)
Accumulated other comprehensive income (loss)		9,761			(69,849	)
Retained earnings		2,690,086			1,966,336

Total stockholders’ equity		2,469,845			1,768,135

Total liabilities and stockholders’ equity	$	4,057,394		$	2,487,392

See Notes to Consolidated Financial Statements

LAM RESEARCH CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
Revenue	$	3,237,693		$	2,133,776		$	1,115,946
Cost of goods sold		1,740,461			1,166,219			706,219
Cost of goods sold — restructuring and impairments		—			3,438			20,993
Cost of goods sold — 409A expense		—			(5,816	)		—

Total costs of goods sold		1,740,461			1,163,841			727,212

Gross margin		1,497,232			969,935			388,734
Research and development		373,293			320,859			288,269
Selling, general and administrative		308,075			240,942			233,061
Goodwill impairment		—			—			96,255
Restructuring and impairments		11,579			21,314			44,513
409A expense		—			(38,590	)		3,232
Legal judgment		—			—			4,647

Total operating expenses		692,947			544,525			669,977

Operating income (loss)		804,285			425,410			(281,243	)
Other income (expense), net:
Interest income		15,572			8,598			24,283
Interest expense		(5,380	)		(994	)		(6,497	)
Foreign exchange gains (losses)		(11,085	)		(103	)		922
Other, net		(2,516	)		(2,770	)		(558	)

Income (loss) before income taxes		800,876			430,141			(263,093	)
Income tax expense		77,128			83,472			39,055

Net income (loss)	$	723,748		$	346,669		$	(302,148	)

Net income (loss) per share:
Basic net income (loss) per share	$	5.86		$	2.73		$	(2.41	)

Diluted net income (loss) per share	$	5.79		$	2.71		$	(2.41	)

Number of shares used in per share calculations:
Basic		123,529			126,933			125,595

Diluted		125,019			128,126			125,595

See Notes to Consolidated Financial Statements

LAM RESEARCH CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	723,748		$	346,669		$	(302,148	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization		74,759			71,401			72,417
Deferred income taxes		(10,721	)		13,718			30,545
Restructuring charges, net		11,579			24,752			65,506
Equity-based compensation expense		53,012			50,463			53,042
Income tax benefit on equity-based compensation plans		28,775			10,635			(14,294	)
Excess tax benefit on equity-based compensation plans		(23,290	)		(10,234	)		6,273
Amortization of convertible note discount		3,554			—			—
Goodwill impairment		—			—			96,255
Other, net		(2,341	)		3,190			9,353
Changes in operating asset and liability accounts:
Accounts receivable, net of allowance		(89,716	)		(246,653	)		152,086
Inventories		(77,461	)		(79,701	)		46,052
Prepaid expenses and other assets		(25,282	)		(23,647	)		5,888
Trade accounts payable		42,320			71,600			(39,381	)
Deferred profit		34,012			77,407			(82,464	)
Accrued expenses and other liabilities		138,080			41,113			(177,259	)

Net cash provided by (used for) operating activities		881,028			350,713			(78,129	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets		(127,495	)		(35,590	)		(44,282	)
Acquisitions of business, net of cash acquired		—			—			(19,457	)
Purchases of available-for-sale securities		(564,485	)		(192,755	)		(209,298	)
Sales and maturities of available-for-sale securities		210,962			114,768			383,062
Purchase of other investments		(417	)		(2,184	)		(3,439	)
Loans made		—			(800	)		(8,375	)
Proceeds from sale of assets		1,544			—			—
Transfer of restricted cash and investments		(22	)		13,205			(92,206	)

Net cash provided by (used for) investing activities		(479,913	)		(103,356	)		6,005

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations		(4,530	)		(21,040	)		(256,047	)
Net proceeds from issuance of long-term debt & convertible notes		882,831			336			625
Proceeds from sale of warrants		133,830			—			—
Purchase of convertible note hedge		(181,125	)		—			—
Excess tax benefit on equity-based compensation plans		23,290			10,234			(6,273	)
Treasury stock purchases		(211,316	)		(93,032	)		(30,946	)
Net cash received in settlement of (paid in advance for) stock repurchase contracts		(149,589	)		—			—
Reissuances of treasury stock		21,194			17,452			19,797
Proceeds from issuance of common stock		12,401			13,386			12,014

Net cash provided by (used for) financing activities		526,986			(72,664	)		(260,830	)

Effect of exchange rate changes on cash		18,264			(3,093	)		(25,416	)
Net increase (decrease) in cash and cash equivalents		946,365			171,600			(358,370	)
Cash and cash equivalents at beginning of year		545,767			374,167			732,537

Cash and cash equivalents at end of year	$	1,492,132		$	545,767		$	374,167

Schedule of noncash transactions
Acquisition of leased equipment	$	—		$	—		$	454

Accrued payables for stock repurchases	$	—		$	13,500		$	—

Supplemental disclosures:
Cash payments for interest	$	232		$	878		$	7,808

Cash payments for income taxes	$	70,774		$	16,261		$	33,583

See Notes to Consolidated Financial Statements

LAM RESEARCH CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)


	Common Stock Shares			Common Stock			Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
Balance at June 29, 2008		125,187			125			1,332,159			(1,490,701	)		10,620			1,926,394			1,778,597

Sale of common stock		1,806			2			12,012			—			—			—			12,014
Purchase of treasury stock		(1,367	)		(1	)		—			(30,945	)		—			—			(30,946	)
Income tax benefit on equity-based compensation plans		—			—			(14,294	)		—			—			—			(14,294	)
Reissuance of treasury stock		906			1			(6,157	)		25,953			—			—			19,797
Equity-based compensation expense		—			—			53,511			—			—			—			53,511
Components of comprehensive loss:
Net loss		—			—			—			—			—			(302,148	)		(302,148	)
Foreign currency translation adjustment		—			—			—			—			(58,587	)		—			(58,587	)
Unrealized loss on fair value of derivative financial instruments, net		—			—			—			—			(6,633	)		—			(6,633	)
Unrealized gain on financial instruments, net		—			—			—			—			1,192			—			1,192
Less: Reclassification adjustment for losses included in earnings		—			—			—			—			501			—			501
Change in retiree medical benefit		—			—			—			—			85			—			85

Total comprehensive loss		—			—			—			—			—			—			(365,590	)

Balance at June 28, 2009		126,532		$	127		$	1,377,231		$	(1,495,693	)	$	(52,822	)	$	1,624,246		$	1,453,089

Sale of common stock		1,619			1			13,386			—			—			—			13,387
Purchase of treasury stock		(2,982	)		(3	)		—			(106,531	)		—			—			(106,534	)
Income tax benefit on equity-based compensation plans		—			—			10,635			—			—			—			10,635
Reissuance of treasury stock		777			1			1,224			20,807			—			(4,579	)		17,453
Equity-based compensation expense		—			—			50,463			—			—			—			50,463
Components of comprehensive income:
Net income		—			—			—			—			—			346,669			346,669
Foreign currency translation adjustment		—			—			—			—			(13,868	)		—			(13,868	)
Unrealized loss on fair value of derivative financial instruments, net		—			—			—			—			(414	)		—			(414	)
Unrealized gain on financial instruments, net		—			—			—			—			2,062			—			2,062
Less: Reclassification adjustment for gains included in earnings		—			—			—			—			(645	)		—			(645	)
Change in retiree medical benefit		—			—			—			—			(4,162	)		—			(4,162	)

Total comprehensive income		—			—			—			—			—			—			329,642

Balance at June 27, 2010		125,946		$	126		$	1,452,939		$	(1,581,417	)	$	(69,849	)	$	1,966,336		$	1,768,135

LAM RESEARCH CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY—(Continued)

(in thousands)


	Common Stock Shares			Common Stock			Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total
Balance at June 27, 2010		125,946		$	126		$	1,452,939		$	(1,581,417	)	$	(69,849	)	$	1,966,336	$	1,768,135
Sale of common stock		1,744			2			12,404			—			—			—		12,406
Purchase of treasury stock		(4,790	)		(5	)		(149,589	)		(197,840	)		—			—		(347,434	)
Income tax benefit on equity-based compensation plans		—			—			28,775			—			—			—		28,775
Reissuance of treasury stock		679			1			3,549			17,666			—			2		21,218
Equity-based compensation expense		—			—			53,012			—			—			—		53,012
Issuance of convertible notes		—			—			110,655			—			—			—		110,655
Sale of warrants								133,830											133,830
Purhcase of convertible note hedge								(114,110	)										(114,110	)
Components of comprehensive income:
Net income		—			—			—			—			—			723,748		723,748
Foreign currency translation adjustment		—			—			—			—			80,695			—		80,695
Unrealized gain on fair value of derivative financial instruments, net		—			—			—			—			6,994			—		6,994
Unrealized gain on financial instruments, net		—			—			—			—			621			—		621
Less: Reclassification adjustment for gains included in earnings		—			—			—			—			(7,514	)		—		(7,514	)
Change in retiree medical benefit		—			—			—			—			(1,186	)		—		(1,186	)

Total comprehensive income																			803,358

Balance at June 26, 2011		123,579		$	124		$	1,531,465		$	(1,761,591	)	$	9,761		$	2,690,086	$	2,469,845

See Notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 26, 2011

Note 1: Company and Industry Information

The Company designs, manufactures, markets, refurbishes and services semiconductor processing equipment used in the fabrication of integrated circuits. Semiconductor wafers are subjected to a complex series of process and preparation steps that result in the simultaneous creation of many individual integrated circuits. The Company leverages its expertise in the areas of etch and single-wafer clean to develop processing solutions that typically benefit its customers through lower defect rates, enhanced yields, faster processing time, or reduced cost. The Company sells its products and services primarily to companies involved in the production of semiconductors in North America, Europe, Taiwan, Korea, Japan, and Asia Pacific.

The semiconductor industry is cyclical in nature and has historically experienced periodic downturns and upturns. Today’s leading indicators of changes in customer investment patterns, such as electronics demand, memory pricing, and foundry utilization rates, may not be any more reliable than in prior years. Demand for the Company’s equipment can vary significantly from period to period as a result of various factors, including, but not limited to, economic conditions, supply, demand, and prices for semiconductors, customer capacity requirements, and the Company’s ability to develop and market competitive products. For these and other reasons, the Company’s results of operations for fiscal years 2011, 2010, and 2009 may not necessarily be indicative of future operating results.

Note 2: Summary of Significant Accounting Policies

The preparation of financial statements, in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”), requires management to make judgments, estimates, and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company based its estimates and assumptions on historical experience and on various other assumptions we believed to be applicable, and evaluated them on an on-going basis to ensure they remain reasonable under current conditions. Actual results could differ significantly from those estimates.

Revenue Recognition: The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred and title has passed or services have been rendered, the selling price is fixed or determinable, collection of the receivable is reasonably assured, and the Company has received customer acceptance, completed its system installation obligations, or is otherwise released from its installation or customer acceptance obligations. If terms of the sale provide for a lapsing customer acceptance period, the Company recognizes revenue upon the expiration of the lapsing acceptance period or customer acceptance, whichever occurs first. If the practices of a customer do not provide for a written acceptance or the terms of sale do not include a lapsing acceptance provision, the Company recognizes revenue when it can be reliably demonstrated that the delivered system meets all of the agreed-to customer specifications. In situations with multiple deliverables, revenue is recognized upon the delivery of the separate elements to the customer and when the Company receives customer acceptance or is otherwise released from its customer acceptance obligations. Revenue from multiple-element arrangements is allocated among the separate elements based on their relative selling prices, provided the elements have value on a stand-alone basis. Our sales arrangements do not include a general right of return. The maximum revenue recognized on a delivered element is limited to the amount that is not contingent upon the delivery of additional items. Revenue related to sales of spare parts and system upgrade kits is generally recognized upon shipment. Revenue related to services is generally recognized upon completion of the services requested by a customer order. Revenue for extended maintenance service contracts with a fixed payment amount is recognized on a straight-line basis over the term of the contract. When goods or services have been delivered to the customer but all conditions for revenue recognition have not been met, the Company defers revenue recognition until customer acceptance and records the deferred revenue and/or deferred costs of sales in deferred profit on the Consolidated Balance Sheet.

Inventory Valuation: Inventories are stated at the lower of cost or market using standard costs which generally approximate actual costs on a first-in, first-out basis. The Company maintains a perpetual inventory system and continuously records the quantity on-hand and standard cost for each product, including purchased

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

components, subassemblies, and finished goods. The Company maintains the integrity of perpetual inventory records through periodic physical counts of quantities on hand. Finished goods are reported as inventories until the point of title transfer to the customer. Generally, title transfer is documented in the terms of sale. Transfer of title for shipments to Japanese customers generally occurs at time of customer acceptance.

Standard costs are reassessed as needed but annually at a minimum, and reflect achievable acquisition costs. Acquisition costs are generally based on the most recent vendor contract prices for purchased parts, normalized assembly and test labor utilization levels, methods of manufacturing, and normalized overhead. Manufacturing labor and overhead costs are attributed to individual product standard costs at a level planned to absorb spending at average utilization volumes. All intercompany profits related to the sales and purchases of inventory between the Company’s legal entities are eliminated from its consolidated financial statements.

Management evaluates the need to record adjustments for impairment of inventory at least quarterly. The Company’s policy is to assess the valuation of all inventories including manufacturing raw materials, work-in-process, finished goods, and spare parts in each reporting period. Obsolete inventory or inventory in excess of management’s estimated usage requirements over the next 12 to 36 months is written down to its estimated market value if less than cost. Estimates of market value include, but are not limited to, management’s forecasts related to the Company’s future manufacturing schedules, customer demand, technological and/or market obsolescence, general semiconductor market conditions, possible alternative uses, and ultimate realization of excess inventory. If future customer demand or market conditions are less favorable than the Company’s projections, additional inventory write-downs may be required and would be reflected in cost of sales in the period the revision is made.

Warranty: Typically, the sale of semiconductor capital equipment includes providing parts and service warranty to customers as part of the overall price of the system. The Company provides standard warranties for its systems. The Company records a provision for estimated warranty expenses to cost of sales for each system upon revenue recognition. The amount recorded is based on an analysis of historical activity which uses factors such as type of system, customer, geographic region, and any known factors such as tool reliability trends. All actual or estimated parts and labor costs incurred in subsequent periods are charged to those established reserves on a system-by-system basis.

Actual warranty expenses are accounted for on a system-by-system basis and may differ from the Company’s original estimates. While the Company periodically monitors the performance and cost of warranty activities, if actual costs incurred are different than its estimates, the Company may recognize adjustments to provisions in the period in which those differences arise or are identified. In addition to the provision of standard warranties, the Company offers customer-paid extended warranty services. Revenues for extended maintenance and warranty services with a fixed payment amount are recognized on a straight-line basis over the term of the contract. Related costs are recorded as incurred.

Equity-based Compensation — Employee Stock Purchase Plan (“ESPP”) and Employee Stock Plans: The Company recognizes the fair value of equity-based awards as employee compensation expense. The fair value of the Company’s restricted stock units was calculated based upon the fair market value of Company stock at the date of grant. The fair value of the Company’s stock options and ESPP awards was estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions, including expected stock price volatility and the estimated life of each award. The fair value of equity-based awards is amortized over the vesting period of the award and the Company has elected to use the straight-line method of amortization.

The Company makes quarterly assessments of the adequacy of its tax credit pool related to equity-based compensation to determine if there are any deficiencies that require recognition in its consolidated statements of operations. The Company will only recognize a benefit from stock-based compensation in paid-in-capital if an incremental tax benefit is realized after all other tax attributes currently available to us have been utilized. In

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

addition, the Company has elected to account for the indirect benefits of stock-based compensation on the research tax credit through the income statement rather than through paid-in-capital. The Company has also elected to net deferred tax assets and the associated valuation allowance related to net operating loss and tax credit carryforwards for the accumulated stock award tax benefits. The Company tracks these stock award attributes separately and recognizes these attributes through paid-in-capital.

Income Taxes: Deferred income taxes reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more-likely-than-not to be realized. Realization of the Company’s net deferred tax assets is dependent on future taxable income. The Company believes it is more-likely-than-not that such assets will be realized; however, ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at the time. In the event that the Company determines that it would not be able to realize all or part of its net deferred tax assets, an adjustment would be charged to earnings in the period such determination is made. Likewise, if the Company later determined that it is more-likely-than-not that the deferred tax assets would be realized, then the previously provided valuation allowance would be reversed.

The Company calculates its current and deferred tax provision based on estimates and assumptions that can differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified.

We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits of the tax position. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties relating to these uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period.

In addition, the calculation of the Company’s tax liabilities involves uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed within the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more-likely-than-not that the position will be sustained on tax audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more-likely-than-not to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period such determination is made.

Goodwill and Intangible Assets: Goodwill represents the amount by which purchase price in each business combination exceeds the fair value of the net tangible and identifiable intangible assets acquired. The carrying value of goodwill is allocated to our reporting units. Goodwill and identifiable intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable and the carrying amount exceeds its fair value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The Company reviews goodwill at least annually for impairment. Should certain events or indicators of impairment occur between annual impairment tests, the Company would perform an impairment test of goodwill at that date. In testing for a potential impairment of goodwill, the Company: (1) allocates goodwill to our reporting units to which the acquired goodwill relates; (2) estimates the fair value of its reporting units; and (3) determines the carrying value (book value) of those reporting units, as some of the assets and liabilities related to those reporting units are not held by those reporting units but by a corporate function. Prior to this allocation of the assets to the reporting units, the Company is required to assess long-lived assets for impairment. Furthermore, if the estimated fair value of a reporting unit is less than the carrying value, the Company must estimate the fair value of all identifiable assets and liabilities of that reporting unit, in a manner similar to a purchase price allocation for an acquired business. This can require independent valuations of certain internally generated and unrecognized intangible assets such as in-process research and development and developed technology. Only after this process is completed can the amount of goodwill impairment, if any, be determined.

The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. The Company determines the fair value of its reporting units by using a weighted combination of both a market and an income approach, as this combination is deemed to be the most indicative of our fair value in an orderly transaction between market participants.

Under the market approach, the Company utilizes information regarding the reporting unit as well as publicly available industry information to determine various financial multiples to value our reporting units. Under the income approach, the Company determines fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn.

In estimating the fair value of a reporting unit for the purposes of the Company’s annual or periodic analyses, the Company makes estimates and judgments about the future cash flows of its reporting units, including estimated growth rates and assumptions about the economic environment. Although the Company’s cash flow forecasts are based on assumptions that are consistent with the plans and estimates it is using to manage the underlying businesses, there is significant judgment involved in determining the cash flows attributable to a reporting unit. In addition, the Company makes certain judgments about allocating shared assets to the estimated balance sheets of our reporting units. The Company also considers its market capitalization and that of its competitors on the date it performs the analysis. Changes in judgment on these assumptions and estimates could result in a goodwill impairment charge.

As a result, several factors could result in impairment of a material amount of the Company’s goodwill balance in future periods, including, but not limited to: (1) weakening of the global economy, weakness in the semiconductor equipment industry, or failure of the Company to reach its internal forecasts, which could impact the Company’s ability to achieve its forecasted levels of cash flows and reduce the estimated discounted cash flow value of its reporting units; and (2) a decline in the Company’s stock price and resulting market capitalization, if the Company determines that the decline is sustained and indicates a reduction in the fair value of the Company’s reporting units below their carrying value. Further, the value assigned to intangible assets, other than goodwill, is based on estimates and judgments regarding expectations such as the success and life cycle of products and technology acquired. If actual product acceptance differs significantly from the estimates, the Company may be required to record an impairment charge to write down the asset to its realizable value.

Fiscal Year: The Company follows a 52/53-week fiscal reporting calendar, and its fiscal year ends on the last Sunday of June each year. The Company’s most recent fiscal year ended on June 26, 2011 and included 52 weeks. The fiscal years ended June 27, 2010 and June 28, 2009 also included 52 weeks. The Company’s next fiscal year, ending on June 24, 2012 will include 52 weeks.

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Cash Equivalents and Short-Term Investments: Investments purchased with an original final maturity of three months or less are considered to be cash equivalents. The Company also invests in certain mutual funds, which include equity and fixed income securities, related to its obligations under its deferred compensation plan, and such investments are classified as trading securities on the consolidated balance sheets. All of the Company’s other short-term investments are classified as available-for-sale at the respective balance sheet dates. The Company accounts for its investment portfolio at fair value. Investments classified as trading securities are recorded at fair value based upon quoted market prices. Differences between the cost and fair value of trading securities are recognized as “Other income (expense)” in the Consolidated Statement of Operations. The investments classified as available-for-sale are recorded at fair value based upon quoted market prices, and temporary difference between the cost and fair value of available-for-sale securities is presented as a separate component of accumulated other comprehensive income (loss). Unrealized losses on available-for-sale securities are charged against “Other income (expense)” when a decline in fair value is determined to be other-than-temporary. The Company considers several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: (i) the extent to which the fair value is less than cost basis, (ii) the financial condition and near term prospects of the issuer, (iii) the length of time a security is in an unrealized loss position and (iv) the Company’s ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. The Company’s ongoing consideration of these factors could result in additional impairment charges in the future, which could adversely affect its results of operation. An other-than-temporary impairment is triggered when there is an intent to sell the security, it is more-likely-than-not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Other-than-temporary impairments attributed to credit losses are recognized in the income statement. The specific identification method is used to determine the realized gains and losses on investments.

Allowance for Doubtful Accounts: We evaluate our allowance for doubtful accounts based on a combination of factors. In circumstances where specific invoices are deemed to be uncollectible, we provide a specific allowance for bad debt against the amount due to reduce the net recognized receivable to the amount we reasonably believe will be collected. We also provide allowances based on our write-off history. We charge accounts receivable balances against our allowance for doubtful accounts once we have concluded our collection efforts are unsuccessful. Accounts receivable is considered past due when not paid in accordance with the contractual terms of the related arrangement.

Property and Equipment: Property and equipment is stated at cost. Equipment is depreciated by the straight-line method over the estimated useful lives of the assets, generally three to eight years. Furniture and fixtures are depreciated by the straight-line method over the estimated useful lives of the assets, generally five years. Software is depreciated by the straight-line method over the estimated useful lives of the assets, generally three to five years. Buildings are depreciated by the straight-line method over the estimated useful lives of the assets, generally twenty-five to thirty-three years. Leasehold improvements are generally amortized by the straight-line method over the shorter of the life of the related asset or the term of the underlying lease. Amortization of capital leases is included with depreciation expense.

Impairment of Long-Lived Assets (Excluding Goodwill and Intangibles): The Company routinely considers whether indicators of impairment of long-lived assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets is less than their carrying value. If the sum is less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment charge to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset’s carrying value. The fair value of the asset then becomes the asset’s new carrying value, which the Company depreciates over the remaining estimated useful life of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Derivative Financial Instruments: The Company’s policy is to attempt to minimize short-term business exposure to foreign currency exchange rate risks using an effective and efficient method to eliminate or reduce such exposures. In the normal course of business, the Company’s financial position is routinely subjected to market risk associated with foreign currency exchange rate fluctuations. The Company carries derivative financial instruments (derivatives) on the balance sheet at their fair values. The Company has a policy that allows the use of derivative financial instruments, specifically foreign currency forward exchange rate contracts, to hedge foreign currency exchange rate fluctuations on forecasted revenue and expenses transactions denominated in Japanese yen and Euros, and net monetary assets or liabilities denominated in various foreign currencies. The Company does not use derivatives for trading or speculative purposes. The Company does not believe that it is exposed to more than a nominal amount of credit risk in its interest rate and foreign currency hedges, as counterparties are established and well-capitalized financial institutions. The Company’s exposures are in liquid currencies (Japanese yen, Swiss francs, Euros, and Taiwanese dollars), so there is minimal risk that appropriate derivatives to maintain the Company’s hedging program would not be available in the future.

To hedge foreign currency risks, the Company uses foreign currency exchange forward contracts, where possible and practical. These forward contracts are valued using standard valuation formulas with assumptions about future foreign currency exchange rates derived from existing exchange rates and interest rates observed in the market.

The Company considers its most current outlook in determining the level of foreign currency denominated intercompany revenue to hedge as cash flow hedges. The Company combines these forecasts with historical trends to establish the portion of its expected volume to be hedged. The revenue and expenses are hedged and designated as cash flow hedges to protect the Company from exposures to fluctuations in foreign currency exchange rates. If the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge are reclassified from accumulated other comprehensive income (loss) to interest and other income (expense) on the consolidated statement of operations at that time.

Guarantees: The Company has certain operating leases that contain provisions whereby the properties subject to the operating leases may be remarketed at lease expiration. The Company has guaranteed to the lessor an amount approximating the lessor’s investment in the property. The Company has recorded a liability for certain guaranteed residual values related to these specific operating lease agreements. Also, the Company’s guarantees generally include certain indemnifications to its lessors under operating lease agreements for environmental matters, potential overdraft protection obligations to financial institutions related to one of the Company’s subsidiaries, indemnifications to the Company’s customers for certain infringement of third-party intellectual property rights by its products and services, and the Company’s warranty obligations under sales of its products.

Foreign Currency Translation: The Company’s non-U.S. subsidiaries that operate in a local currency environment, where that local currency is the functional currency, primarily generate and expend cash in their local currency. Billings and receipts for their labor and services are primarily denominated in the local currency, and the workforce is paid in local currency. Accordingly, all balance sheet accounts of these local functional currency subsidiaries are translated at the fiscal period-end exchange rate, and income and expense accounts are translated using average rates in effect for the period, except for costs related to those balance sheet items that are translated using historical exchange rates. The resulting translation adjustments are recorded as cumulative translation adjustments and are a component of accumulated other comprehensive income (loss). Translation adjustments are recorded in other income (expense), net, where the U.S. dollar is the functional currency.

Note 3: Recent Accounting Pronouncements

In September 2009, the Financial Accounting Standards Board (“FASB”) ratified guidance from the Emerging Issues Task Force (“EITF”) regarding revenue arrangements with multiple deliverables. This guidance

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

addresses criteria for separating the consideration in multiple-element arrangements and requires companies to allocate the overall consideration to each deliverable by using a best estimate of the selling price of individual deliverables in the arrangement in the absence of vendor-specific objective evidence or other third-party evidence of the selling price. The Company adopted this guidance on June 28, 2010, on a prospective basis, and the adoption did not have a significant impact on its results of operations or financial condition.

In June 2011, the FASB issued new authoritative guidance that increases the prominence of items reported in other comprehensive income (OCI) by eliminating the option to present components of OCI as part of the statement of changes in stockholders’ equity. The amendments in this standard require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under either method, adjustments must be displayed for items that are reclassified from OCI to net income in the financial statements where the components of net income and the components of OCI are presented. This guidance does not affect the underlying accounting for components of OCI, but will change the presentation of the Company’s financial statements. The Company will adopt this authoritative guidance retrospectively in the first quarter of its fiscal year 2013.

Note 4: Financial Instruments

Fair Value

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.

A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. An asset or liability’s level in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities with sufficient volume and frequency of transactions.

Level 2: Valuations based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or model-derived valuations techniques for which all significant inputs are observable in the market or can be corroborated by, observable market data for substantially the full term of the assets or liabilities.

Level 3: Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities and based on non-binding, broker-provided price quotes and may not have been corroborated by observable market data.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 26, 2011:


	Total		Fair Value Measurement at June 26, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
			(In thousands)
Assets
Short-Term Investments
Money Market Funds	$	1,300,098	$	1,300,098	$	—	$	—
Municipal Notes and Bonds		321,339		—		321,339		—
US Treasury and Agencies		8,496		8,496		—		—
Government-Sponsored Enterprises		19,868		—		19,868		—
Foreign Government Bonds		1,005		—		1,005		—
Corporate Notes and Bonds		382,432		164,885		217,547		—
Mortgage Backed Securities — Residential		2,633		—		2,633		—
Mortgage Backed Securities — Commercial		60,729		—		60,729		—

Total Short-Term Investments	$	2,096,600	$	1,473,479	$	623,121	$	—
Equities		7,443		7,443		—		—
Mutual Funds		19,467		19,467		—		—
Derivatives Assets		1,994		—		1,994		—

Total	$	2,125,504	$	1,500,389	$	625,115	$	—

Liabilities
Derivative liabilities	$	1,924	$	—	$	1,924	$	—

The amounts in the table above are reported in the consolidated balance sheet as of June 26, 2011 as follows:


Reported As:	Total		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
Cash Equivalents	$	1,301,600	$	1,300,098	$	1,502	$	—
Short-Term Investments		630,115		8,496		621,619		—
Restricted Cash and Investments		164,885		164,885		—		—
Prepaid Expenses and Other Current Assets		26,910		26,910		—		—
Other Assets		1,994		—		1,994		—

Total	$	2,125,504	$	1,500,389	$	625,115	$	—

Accrued Expenses and Other Current Liabilities	$	1,924	$	—	$	1,924	$	—

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 27, 2010:


	Total		Fair Value Measurement at June 27, 2010
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
			(In thousands)
Assets
Short-Term Investments
Money Market Funds	$	470,936	$	470,936	$	—	$	—
Municipal Notes and Bonds		103,903		—		103,903		—
US Treasury and Agencies		3,447		—		3,447		—
Government-Sponsored Enterprises		6,060		6,060		—		—
Foreign Government Bonds		1,008		—		1,008		—
Corporate Notes and Bonds		289,437		169,723		119,636		78
Mortgage Backed Securities — Residential		6,106		—		6,106		—
Mortgage Backed Securities — Commercial		42,964		—		42,964		—

Total Short-Term Investments	$	923,861	$	646,719	$	277,064	$	78
Equities		7,636		7,636		—		—
Mutual Funds		18,124		18,124		—		—
Derivatives Assets		2,063		—		2,063		—

Total	$	951,684	$	672,479	$	279,127	$	78

Liabilities
Derivative liabilities	$	470	$	—	$	470	$	—

The amounts in the table above are reported in the consolidated balance sheet as of June 27, 2010 as follows:


Reported As:	Total		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
Cash Equivalents	$	478,286	$	477,279	$	1,007	$	—
Short-Term Investments		280,690		4,555		276,057		78
Restricted Cash and Investments		164,885		164,885		—		—
Prepaid Expenses and Other Current Assets		2,063		—		2,063		—
Other Assets		25,760		25,760		—		—

Total	$	951,684	$	672,479	$	279,127	$	78

Accrued Expenses and Other Current Liabilities	$	470	$	—	$	470	$	—

The Company’s primary financial instruments include its cash, cash equivalents, short-term investments, restricted cash and investments, long-term investments, accounts receivable, accounts payable, long-term debt and capital leases, and foreign currency related derivatives. The estimated fair value of cash, accounts receivable and accounts payable approximates their carrying value due to the short period of time to their maturities. The estimated fair values of long-term debt, excluding convertible notes, and capital lease obligations approximate their carrying value as the substantial majority of these obligations have interest rates that adjust to market rates on a periodic basis. The estimated fair value of convertible notes approximates their carrying value as interest rates on comparable debt have not changed significantly since issuance of the notes. The fair value of cash equivalents, short-term investments, restricted cash and investments, long-term investments, and foreign currency related derivatives are based on quotes from brokers using market prices for similar instruments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Investments

The following tables summarize the Company’s investments (in thousands):


	June 26, 2011									June 27, 2010
	Cost		Unrealized Gain		Unrealized (Loss)			Fair Value		Cost		Unrealized Gain		Unrealized (Loss)			Fair Value
Cash	$	190,903	$	—	$	—		$	190,903	$	67,830	$	—	$	—		$	67,830
Fixed Income Money Market Funds		1,300,098		—		—			1,300,098		470,936		—		—			470,936
Municipal Notes and Bonds		319,913		1,510		(84	)		321,339		102,130		1,784		(11	)		103,903
US Treasury and Agencies		8,462		34		—			8,496		3,437		10		—			3,447
Government-Sponsored Enterprises		19,864		6		(2	)		19,868		5,976		84		—			6,060
Foreign Government Bonds		1,004		1		—			1,005		1,007		1		—			1,008
Corporate Notes and Bonds		380,992		1,498		(58	)		382,432		287,922		1,608		(93	)		289,437
Mortgage Backed Securities — Residential		2,521		144		(32	)		2,633		5,825		323		(42	)		6,106
Mortgage Backed Securities — Commercial		60,639		277		(187	)		60,729		42,765		275		(76	)		42,964

Total Cash and Short-Term Investments	$	2,284,396	$	3,470	$	(363	)	$	2,287,503	$	987,828	$	4,085	$	(222	)	$	991,691

Publicly Traded Equity Securities	$	9,320	$	—	$	(1,877	)	$	7,443	$	9,471	$	—	$	(1,835	)	$	7,636
Mutual Funds		17,975		1,492		—			19,467		19,043		—		(919	)		18,124

Total Financial Instruments	$	2,311,691	$	4,962	$	(2,240	)	$	2,314,413	$	1,016,342	$	4,085	$	(2,976	)	$	1,017,451

As Reported
Cash and Cash Equivalents	$	1,492,132	$	—	$	—		$	1,492,132	$	545,766	$	1	$	—		$	545,767
Short-Term Investments		627,008		3,470		(363	)		630,115		276,828		4,084		(222	)		280,690
Restricted Cash and Investments		165,256		—		—			165,256		165,234		—		—			165,234
Prepaid Expenses Other Assets		27,295		1,492		(1,877	)		26,910		28,514		—		(2,754	)		25,760

Total	$	2,311,691	$	4,962	$	(2,240	)	$	2,314,413	$	1,016,342	$	4,085	$	(2,976	)	$	1,017,451

The Company accounts for its investment portfolio at fair value. Realized gains (losses) for investments sold are specifically identified. Management assesses the fair value of investments in debt securities that are not actively traded through consideration of interest rates and their impact on the present value of the cash flows to be received from the investments. The Company also considers whether changes in the credit ratings of the issuer could impact the assessment of fair value. Net realized gains (losses) on investments included other-than-temporary impairment charges of $0 million, $0.9 million and $0.3 million in fiscal years 2011, 2010 and 2009, respectively. Additionally, realized gains/(losses) from sales of investments were approximately $0.7 million and $(0.3) million in fiscal year 2011, $0.8 million and $(0.2) million in fiscal year 2010, $2.2 million and $(1.9) million in fiscal year 2009, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The following is an analysis of the Company’s fixed income securities in unrealized loss positions as of June 26, 2011 (in thousands):


	June 26, 2011
	UNREALIZED LOSSES LESS THAN 12 MONTHS					UNREALIZED LOSSES 12 MONTHS OR GREATER					TOTAL
	Fair Value		Unrealized			Fair Value		Unrealized			Fair Value		Unrealized
Fixed Income Securities
Municipal Notes and Bonds	$	60,311	$	(84	)	$	—	$	—		$	60,311	$	(84	)
Government-Sponsored Enterprises		9,995		(2	)		—		—			9,995		(2	)
Corporate Notes and Bonds		43,383		(58	)		—		—			43,383		(58	)
Mortgage Backed Securities — Residential		—		—			273		(32	)		273		(32	)
Mortgage Backed Securities — Commercial		32,539		(187	)		—		—			32,539		(187	)

Total Fixed Income	$	146,228	$	(331	)	$	273	$	(32	)	$	146,501	$	(363	)

The amortized cost and fair value of cash equivalents and short-term investments and restricted cash and investments with contractual maturities are as follows:


	June 26, 2011				June 27, 2010
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
	(in thousands)
Due in less than one year	$	1,606,390	$	1,606,925	$	723,143	$	723,707
Due in more than one year		487,103		489,675		196,855		200,154

	$	2,093,493	$	2,096,600	$	919,998	$	923,861

Management has the ability, if necessary, to liquidate any of its investments in order to meet the Company’s liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than one year from the date of purchase nonetheless are classified as short-term on the accompanying consolidated balance sheets.

Derivative Instruments and Hedging

The Company carries derivative financial instruments (“derivatives”) on its consolidated balance sheets at their fair values. The Company enters into foreign exchange forward contracts with financial institutions with the primary objective of reducing volatility of earnings and cash flows related to foreign currency exchange rate fluctuations. The counterparties to these foreign exchange forward contracts are creditworthy multinational financial institutions; therefore, we do not consider the risk of counterparty nonperformance to be material.

Cash Flow Hedges

The Company’s policy is to attempt to minimize short-term business exposure to foreign currency exchange rate fluctuations using an effective and efficient method to eliminate or reduce such exposures. In the normal course of business, the Company’s financial position is routinely subjected to market risk associated with foreign currency exchange rate fluctuations. To protect against a reduction in value of Japanese yen-denominated revenues and Euro-denominated expenses, the Company has instituted a foreign currency cash flow hedging

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

program. The Company enters into foreign exchange forward contracts that generally expire within 12 months and no later than 24 months. These foreign exchange forward contracts are designated as cash flow hedges and are carried on the Company’s balance sheet at fair value with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in revenue in the same period the hedged revenue is recognized.

At inception and at each quarter end, hedges are tested prospectively and retrospectively for effectiveness using regression analysis. Changes in the fair value of foreign exchange forward contracts due to changes in time value are excluded from the assessment of effectiveness and are recognized in revenue in the current period. The change in time value related to these contracts was not material for all reported periods. To qualify for hedge accounting, the hedge relationship must meet criteria relating both to the derivative instrument and the hedged item. These criteria include identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows will be measured. There were no gains or losses during the twelve months ended June 26, 2011 or June 27, 2010 associated with ineffectiveness or forecasted transactions that failed to occur. There were $4.0 million of deferred net losses associated with ineffectiveness related to forecasted transactions that were no longer considered probable of occurring and were recognized in “Other income (expense), net” in the Company’s consolidated statements of operations during twelve months ended June 28, 2009.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges must be tested to demonstrate an expectation of providing highly effective offsetting changes to future cash flows on hedged transactions. When derivative instruments are designated and qualify as effective cash flow hedges, the Company is able to defer effective changes in the fair value of the hedging instrument within accumulated other comprehensive income (loss) until the hedged exposure is realized. Consequently, with the exception of excluded time value and hedge ineffectiveness recognized, the Company’s results of operations are not subject to fluctuation as a result of changes in the fair value of the derivative instruments. If hedges are not highly effective or if the Company does not believe that the underlying hedged forecasted transactions will occur, the Company may not be able to account for its derivative instruments as cash flow hedges. If this were to occur, future changes in the fair values of the Company’s derivative instruments would be recognized in earnings. Additionally, related amounts previously recorded in “Other comprehensive income” would be reclassified to income immediately. At June 26, 2011, the Company had gains of $0.6 million accumulated in Other Comprehensive Income, which it expects to reclassify from Other Comprehensive Income into earnings over the next 12 months.

Balance Sheet Hedges

The Company also enters into foreign exchange forward contracts to hedge the effects of foreign currency fluctuations associated with foreign currency denominated monetary assets and liabilities, primarily intercompany receivables and payables. These foreign exchange forward contracts are not designated for hedge accounting treatment. Therefore, the change in fair value of these derivatives is recorded as a component of other income (expense) and offsets the change in fair value of the foreign currency denominated assets and liabilities, recorded in other income (expense).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

As of June 26, 2011, the Company had the following outstanding foreign currency forward contracts that were entered into to hedge forecasted revenues and purchases:


	Derivatives Designated as Hedging Instruments:		Derivatives Not Designated as Hedging Instruments:
	(in thousands)
Foreign Currency Forward Contracts
Sell JPY	$	107,912	$	62,012
Buy CHF		—		257,588
Buy EUR		103,590		41,802
Buy TWD		—		83,368

	$	211,502	$	444,770

The fair value of derivatives instruments in the Company’s consolidated balance sheet as of June 26, 2011 was as follows:

Fair Value of Derivative Instruments

Asset Derivatives

Liability Derivatives

Balance Sheet
Location

Fair Value

Balance Sheet
Location

Fair Value

(in thousands)

Derivatives designated as hedging instruments:

Foreign exchange forward contracts

Prepaid expense
and other assets

1,881

Accrued liabilities

(1,142

)

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Prepaid expense
and other assets

113

Accrued liabilities

(782

)

Total derivatives

1,994

(1,924

)

The fair value of derivatives instruments in the Company’s consolidated balance sheet as of June 27, 2010 was as follows:

Fair Value of Derivative Instruments

Asset Derivatives

Liability Derivatives

Balance Sheet
Location

Fair Value

Balance Sheet
Location

Fair Value

(in thousands)

Derivatives designated as hedging instruments:

Foreign exchange forward contracts

Prepaid expense
and other assets

Accrued liabilities

(52

)

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Prepaid expense
and other assets

2,033

Accrued liabilities

(418

)

Total derivatives

2,063

(470

)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The effect of derivative instruments designated as cash flow hedges on the Company’s consolidated statements of operations for the twelve months ended June 26, 2011 and June 27, 2010 was as follows:


	Twelve Months Ended June 26, 2011
	Gain (Loss) Recognized (Effective Portion) (1)		Gain (Loss) Recognized (Effective Portion) (2)			Gain (Loss) Recognized (Ineffective Portion) (3)		Gain (Loss) Recognized (Excluded from Effectiveness Testing) (4)
	(in thousands)
Derivatives Designated as Hedging Instruments:
Foreign exchange forward contracts	$	(5,134)	$	(5,716	)	$	—	$	516

	Twelve Months Ended June 27, 2010
	Gain (Loss) Recognized (Effective Portion) (1)		Gain (Loss) Recognized (Effective Portion) (2)			Gain (Loss) Recognized (Ineffective Portion) (3)		Gain (Loss) Recognized (Excluded from Effectiveness Testing) (4)
	(in thousands)
Derivatives Designated as Hedging Instruments:
Foreign exchange forward contracts		$388		$404		$	—		$59

(1)	Amount recognized in other comprehensive income (loss) (effective portion).

(2)	Amount of gain (loss) reclassified from accumulated other comprehensive income into income (loss) (effective portion) located in revenue.

(3)	Amount of gain (loss) recognized in income on derivative (ineffective portion) located in other income (expense), net.

(4)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing) located in other income (expense), net.

The effect of derivative instruments not designated as cash flow hedges on the Company’s consolidated statement of operations for the twelve months ended June 26, 2011 and June 27, 2010 was as follows:


	Twelve Months Ended
	June 26, 2011		June 27, 2010
	Gain (Loss) Recognized (5)		Gain (Loss) Recognized (5)
	(in thousands)
Derivatives Not Designated as Hedging Instruments:
Foreign exchange forward contracts	$	55,362	$	(17,367)

(5)	Amount of gain (loss) recognized in income located in other income (expense), net.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, short term investments, restricted cash and investments, trade accounts receivable, and derivative financial instruments used in hedging activities. Cash is placed on deposit in major financial institutions in various countries throughout the world. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold the Company’s cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances.

The Company’s available-for-sale securities must have a minimum rating of A2 / A at the time of original purchase, as rated by two of the following three rating agencies: Moody’s, Standard & Poor’s (S&P), or Fitch. The Company’s policy limits the amount of credit exposure with any one financial institution or commercial issuer.

The Company is exposed to credit losses in the event of nonperformance by counterparties on the foreign currency forward contracts that are used to mitigate the effect of exchange rate changes and on contracts related to structured share repurchase agreements. These counterparties are large international financial institutions and to date, no such counterparty has failed to meet its financial obligations to the Company.

As of June 26, 2011, three customers accounted for approximately 17%, 14%, and 10% of accounts receivable. As of June 27, 2010, two customers accounted for approximately 24% and 22 % of accounts receivable.

Credit risk evaluations, including trade references, bank references and Dun & Bradstreet ratings, are performed on all new customers and the Company monitors its customers’ financial statements and payment performance. In general, the Company does not require collateral on sales.

Note 5: Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market. Shipments to Japanese customers, to whom title does not transfer until customer acceptance, are classified as inventory and carried at cost until title transfers. Inventories consist of the following:


	June 26, 2011		June 27, 2010
	(in thousands)
Raw materials	$	212,979	$	159,574
Work-in-process		69,013		67,114
Finished goods		114,615		91,791

	$	396,607	$	318,479

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Note 6: Property and Equipment

Property and equipment, net, consist of the following:


	June 26, 2011			June 27, 2010
	(in thousands)
Manufacturing, engineering and office equipment	$	345,684		$	253,925
Computer equipment and software		95,770			77,249
Land		14,758			15,574
Buildings		65,429			61,145
Leasehold improvements		55,833			55,300
Furniture and fixtures		15,258			14,095

		592,732			477,288
Less: accumulated depreciation and amortization		(322,274	)		(276,952	)

	$	270,458		$	200,336

Depreciation expense, including amortization of capital leases, during fiscal years 2011, 2010, and 2009 was $54.0 million, $47.8 million, $48.4 million, respectively.

Note 7: Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	June 26, 2011		June 27, 2010
	(in thousands)
Accrued compensation	$	206,313	$	164,579
Warranty reserves		40,951		31,756
Income and other taxes payable		51,183		54,874
Other		60,309		58,188

	$	358,756	$	309,397

Note 8: Other Income (Expense), Net

The significant components of other income (expense), net, are as follows:


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
	(in thousands)
Interest income	$	15,572		$	8,598		$	24,283
Interest expense		(5,380	)		(994	)		(6,497	)
Foreign exchange gains (losses)		(11,085	)		(103	)		922
Other, net		(2,516	)		(2,770	)		(558	)

	$	(3,409	)	$	4,731		$	18,150

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Note 9: Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed, using the treasury stock method, as though all potential common shares that are dilutive were outstanding during the period. There are no dilutive shares included during fiscal year 2009 due to the net loss for the period. The following table provides a reconciliation of the numerators and denominators of the basic and diluted computations for net income per share.


	Year Ended
	June 26, 2011		June 27, 2010		June 28, 2009
	(in thousands, except per share data)
Numerator:
Net income (loss)	$	723,748	$	346,669	$	(302,148	)

Denominator:
Basic average shares outstanding		123,529		126,933		125,595
Effect of potential dilutive securities:
Employee stock plans		1,490		1,193		—

Diluted average shares outstanding		125,019		128,126		125,595

Net income (loss) per share — basic	$	5.86	$	2.73	$	(2.41	)

Net income (loss) per share — diluted	$	5.79	$	2.71	$	(2.41	)

For purposes of computing diluted net income (loss) per share, weighted-average common shares do not include potentially dilutive securities that are anti-dilutive under the treasury stock method. The following potentially dilutive securities were excluded:

Year Ended

June 26,
2011

June 27,
2010

June 28,
2009

(in thousands)

Number of options and RSUs excluded

241

577

2,699

Diluted shares outstanding do not include any effect resulting from warrants, assumed conversion of the Notes, or note hedges (as described in Note 13) as their impact would have been anti-dilutive.

Note 10: Comprehensive Income (Loss)

The components of comprehensive income (loss), on an after-tax basis where applicable, are as follows:


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
	(in thousands)
Net income (loss)	$	723,748		$	346,669		$	(302,148	)
Foreign currency translation adjustment		80,695			(13,868	)		(58,587	)
Unrealized gain (loss) on fair value of derivative financial instruments, net		6,994			(414	)		(6,633	)
Unrealized gain on financial instruments, net		621			2,062			1,192
Reclassification adjustment for loss (gain) included in earnings		(7,514	)		(645	)		501
Postretirement benefit plan adjustment		(1,186	)		(4,162	)		85

Comprehensive income (loss)	$	803,358		$	329,642		$	(365,590	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The balance of accumulated other comprehensive income (loss), on an after-tax basis where applicable, is as follows:


	June 26, 2011			June 27, 2010
	(in thousands)
Accumulated foreign currency translation adjustment	$	14,852		$	(65,843	)
Accumulated unrealized gain (loss) on derivative financial instruments		581			(1	)
Accumulated unrealized gain on financial instruments		744			1,225
Postretirement benefit plan adjustment		(6,416	)		(5,230	)

Accumulated other comprehensive income (loss)	$	9,761		$	(69,849	)

Note 11: Equity-Based Compensation Plans

The Company has adopted stock plans that provide for the grant to employees of equity-based awards, including stock options and restricted stock units (“RSUs”), of Lam Research Common Stock. In addition, these plans permit the grant of nonstatutory equity-based awards to consultants and outside directors. An option is a right to purchase the Company’s stock at a set price. An RSU award is an agreement to issue shares of the Company’s stock at the time of vesting. Pursuant to the plans, the equity-based award price is determined by the Board of Directors or its designee, the plan administrator, but in no event will the exercise price for any option be less than the fair market value of the Company’s Common Stock on the date of grant. Equity-based awards granted under the plans vest over a period determined by the Board of Directors or the plan administrator, typically over a period of two years or less. The Company also has an ESPP that allows employees to purchase shares of its Common Stock through payroll deduction at a discounted price. A summary of stock plan transactions is as follows:


				Options Outstanding					Restricted Stock Units Outstanding
	Available For Grant			Number of Shares			Weighted- Average Exercise Price		Number of Shares			Weighted- Average FMV at Grant
June 29, 2008		15,839,806			2,606,694		$	21.60		1,696,224		$	46.51
Granted		(2,592,679	)		476,094		$	20.21		2,116,585		$	27.29
Exercised					(731,934	)	$	16.42
Canceled		981,297			(760,538	)	$	24.97		(220,759	)	$	43.98
Expired		(3,516,323	)
Vested restricted stock										(1,071,987	)	$	47.26

June 28, 2009		10,712,101			1,590,316		$	22.10		2,520,063		$	30.32
Granted		(1,383,941	)		—		$	—		1,383,941		$	34.71
Exercised					(642,861	)	$	20.91
Canceled		259,579			(62,030	)	$	41.36		(197,549	)	$	33.23
Vested restricted stock										(965,693	)	$	35.29

June 27, 2010		9,587,739			885,425		$	21.61		2,740,762		$	30.50
Granted		(922,210	)		—		$	—		922,210		$	50.11
Exercised					(572,182	)	$	21.68
Canceled		157,495			(3,310	)	$	20.35		(154,185	)	$	32.20
Expired		(68,869	)
Vested restricted stock										(1,177,447	)	$	27.03

June 26, 2011		8,754,155			309,933		$	21.50		2,331,340		$	39.90

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Outstanding and exercisable options presented by price range at June 26, 2011 are as follows:


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Options Outstanding		Weighted- Average Remaining Life (Years)		Weighted- Average Exercise Price		Number of Options Exercisable		Weighted- Average Exercise Price
$16.14-$19.25		10,315		0.18	$	16.52		10,315	$	16.52
$20.21-$22.79		220,258		2.63	$	20.23		220,258	$	20.23
$23.61-$24.69		51,200		0.18	$	24.00		51,200	$	24.00
$25.98-$26.19		3,060		0.23	$	26.02		3,060	$	26.02
$27.79-$29.06		25,100		3.45	$	29.05		25,100	$	29.05

$16.14-$29.06		309,933		2.26	$	21.50		309,933	$	21.50

The 2007 Stock Incentive Plan provides for the grant of non-qualified equity-based awards to eligible employees, consultants and advisors, and non-employee directors of the Company and its subsidiaries. Additional shares are reserved for issuance pursuant to awards previously granted under the Company’s 1997 Stock Incentive Plan and its 1999 Stock Option Plan. As of June 26, 2011 there were a total of 2,641,273 shares subject to options and restricted stock units issued and outstanding under the Company’s Stock Plans. As of June 26, 2011, there were a total of 8,754,155 shares available for future issuance under the 2007 Stock Incentive Plan.

The ESPP allows employees to designate a portion of their base compensation to be deducted and used to purchase the Company’s Common Stock at a purchase price per share of the lower of 85% of the fair market value of the Company’s Common Stock on the first or last day of the applicable purchase period. Typically, each offering period lasts 12 months and comprises three interim purchase dates. Key provisions of the ESPP include (i) an annual increase in the number of shares available for issuance under the plan by a specific amount on a one-for-one basis with shares of Common Stock that the Company repurchases for such purpose and (ii) authorization of the Plan Administrator (the Compensation Committee of the Board) to set a limit on the number of shares a plan participant can purchase on any single plan exercise date. The automatic annual increase provides that the number of shares in the plan reserve available for issuance shall be increased on the first business day of each calendar year commencing with 2004, on a one-for-one basis with each share of Common Stock that the Company repurchases, and designates for this purpose, by a number of shares equal to the lesser of (i) 2,000,000, (ii) one and one-half percent (1.5%) of the number of shares of all classes of Common Stock of the Company outstanding on the first business day of such calendar year, or (iii) a lesser number determined by the Plan Administrator. During fiscal years 2011, 2010, and 2009, the number of shares of Lam Research Common Stock reserved for issuance under the 1999 ESPP increased by 1.9 million each year.

During fiscal year 2011, a total of 679,406 shares of the Company’s Common Stock were sold to employees under the 1999 ESPP. At June 26, 2011, 9,672,531 shares were available for purchase under the 1999 ESPP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The estimated fair value of the Company’s stock-based awards, less expected forfeitures, is amortized over the awards’ vesting period on a straight-line basis. The Company recognized or realized the following equity-based compensation expenses and benefits during the fiscal years noted:


	Year Ended
	June 26, 2011		June 27, 2010		June 28, 2009
	(in millions)
Equity-based compensation expense	$	53.0	$	50.5	$	53.0
Income tax benefit recognized in the Consolidated Statement of Operations related to equity-based compensation	$	8.6	$	8.3	$	9.1
Tax benefit realized from the exercise and vesting of options and RSUs	$	16.3	$	11.1	$	8.1

Stock Options and Restricted Stock Units

Stock Options

The Company did not grant any stock options during fiscal years 2011 or 2010. The fair value of the Company’s stock options granted during fiscal year 2009 was estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions, including expected stock price volatility and the estimated life of each award. The Company assumed no expected dividends and the following assumptions were used to value these stock options:


Expected term	4.0	years
Expected volatility	46.9	%
Risk-free interest rate	2.07	%

The year-end intrinsic value relating to stock options for fiscal years 2011, 2010, and 2009 is presented below:


	Year Ended
	June 26, 2011		June 27, 2010		June 28, 2009
	(millions)
Intrinsic value — options outstanding	$	6.73	$	16.50	$	6.70
Intrinsic value — options exercisable	$	6.73	$	6.96	$	4.50
Intrinsic value — options exercised	$	16.70	$	9.98	$	7.20

As of June 26, 2011, all stock options outstanding are fully vested and all related compensation expense has been recognized. Cash received from stock option exercises was $12.4 million, $13.4 million, and $12.0 million during fiscal years 2011, 2010, and 2009, respectively.

Restricted Stock Units

The fair value of the Company’s restricted stock units was calculated based upon the fair market value of the Company’s stock at the date of grant. As of June 26, 2011, there was $58.7 million of total unrecognized compensation cost related to unvested restricted stock units granted; that cost is expected to be recognized over a weighted average remaining vesting period of 1.3 years.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

ESPP

ESPP rights were valued using the Black-Scholes model. During fiscal years 2011, 2010, and 2009 ESPP was valued assuming no expected dividends and the following weighted-average assumptions:


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
Expected life (years)		0.68			0.78			0.68
Expected stock price volatility		42.25	%		59.07	%		74.00	%
Risk-free interest rate		0.61	%		0.61	%		0.41	%

As of June 26, 2011, there was $1.2 million of total unrecognized compensation cost related to the ESPP that is expected to be recognized over a remaining vesting period of 2 months.

Note 12: Retirement and Deferred Compensation Plans

Employee Savings and Retirement Plan

The Company maintains a 401(k) retirement savings plan for its full-time employees in North America. Each participant in the plan may elect to contribute from 1% to 75% of his or her annual eligible earnings to the plan, subject to statutory limitations. The Company makes matching employee contributions in cash to the plan at the rate of 50% of the first 6% of earnings contributed. Employees participating in the 401(k) retirement savings plan are fully vested in the Company matching contributions, and investments are directed by participants. The Company made matching contributions of approximately $5.1 million, $4.3 million, and $4.7 million in fiscal years 2011, 2010, and 2009, respectively.

Deferred Compensation Arrangements

The Company has an unfunded, non-qualified deferred compensation plan whereby certain executives may defer a portion of their compensation. Participants earn a return on their deferred compensation based on their allocation of their account balance among measurement funds. The Company controls the investment of these funds and the participants remain general creditors of the Company. Participants are able to elect the payment of benefits on a specified date at least three years after the opening of a deferral subaccount or upon retirement. Distributions are made in the form of lump sum or annual installments over a period of up to 20 years as elected by the participant. If no alternate election has been made, a lump sum payment will be made upon termination of a participant’s employment with the Company. As of June 26, 2011 and June 27, 2010 the liability of the Company to the plan participants was $62.5 million and $55.1 million, respectively, which was recorded in accrued expenses and other current liabilities on the Consolidated Balance Sheets. As of June 26, 2011 and June 27, 2010 the Company had investments in the aggregate amount of $64.7 million and $53.0 million respectively that correlate to the deferred compensation obligations, which were recorded in other assets on the consolidated balance sheets.

Postretirement Healthcare Plan

The Company maintains a postretirement healthcare plan for certain executive and director retirees. Coverage continues through the duration of the lifetime of the retiree or the retiree’s spouse, whichever is longer. The benefit obligation was $13.6 million and $8.9 million as of June 26, 2011 and June 27, 2010, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Note 13: Long Term Debt

The following table reflects the carrying value of the Company’s convertible notes and other long-term debt as of June 26, 2011:


	June 26, 2011			June 27, 2010
	(in millions)
0.50% Notes due 2016	$	450.0		$	—
Less: Unamortized interest discount	$	(74.4	)		—

Net carrying amount of 0.50% Notes 2016	$	375.6			—

1.25% Notes due 2018		450.0			—
Less: Unamortized interest discount		(103.2	)		—

Net carrying amount of 1.25% Notes 2018		346.8			—

Other long-term debt		3.9			7.0

Total long-term debt	$	726.3		$	7.0

Convertible Senior Notes

In May 2011, the Company issued and sold $450 million in aggregate principal amount of 0.5% Convertible Senior Notes due May 2016 (the “2016 Notes”) at par. At the same time, the Company issued and sold $450 million in aggregate principal amount of 1.25% Convertible Senior Notes due May 2018 (the “2018 Notes”, and collectively with the 2016 Notes the “Notes”) at par. The Notes may be converted, under certain circumstances, based on an initial conversion rate of 15.8687 shares of common stock per $1,000 principal amount of notes (which represents an initial conversion price of approximately $63.02 per share of common stock).

The net proceeds to the Company from the sale of the Notes were $835.5 million. The Company pays cash interest at an annual rate of 0.5% and 1.25%, respectively, on the 2016 and 2018 Notes, payable semi-annually on May 15 and November 15 of each year, beginning November 15, 2011. Debt issuance costs were approximately $17.2 million, of which $3.5 million was allocated to capital in excess of par value and $13.7 million was allocated to deferred issuance costs and is amortized to interest expense over the term of the Notes.

The Company separately accounts for the liability and equity components of the Notes. The initial debt components of the 2016 and 2018 Notes were valued at $373.8 million and $345.1 million, respectively, based on the present value of the future cash flows using discount rates of 4.29% and 5.27%, respectively, the Company’s borrowing rate at the date of the issuance for similar debt instruments without the conversion feature. The carrying value of the equity components were $74.4 million and $103.2 million, respectively, as of June 26, 2011. The effective interest rates on the liability components of the 2016 Notes and 2018 Notes for the year ended June 26, 2011 were 4.29% and 5.27%, respectively. The following table presents the amount of interest cost recognized relating to both the contractual interest coupon and amortization of the discount on the liability component of the Notes during the year ended June 26, 2011.


	June 26, 2011
	(in millions)
Contractual interest coupon	$	1.1
Amortization of interest discount		3.6

Total interest cost recognized	$	4.7

The remaining bond discount of the 2016 Notes and 2018 Notes of $74.4 million and $103.2 million, respectively, as of June 26, 2011 will be amortized over the respective remaining lives of the Notes

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The 2016 Notes may be converted at any time prior to the close of business on the business day immediately preceding February 15, 2016, at the option of the holder, only under the following circumstances: 1) during the five business-day period after any ten consecutive trading-day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2016 notes for each day of such measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day; 2) during any fiscal quarter commencing after the fiscal quarter ending September 25, 2011, if the last reported sale price of the Company’s common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price in effect on the last trading day of the immediately preceding fiscal quarter; or 3) upon the occurrence of specified corporate events. On and after February 15, 2016 until the close of business on the second scheduled trading day immediately preceding the maturity date of May 15, 2016, holders may convert their notes at any time, regardless of the foregoing circumstances.

Upon conversion, a holder will receive the conversion value of the 2016 Notes to be converted equal to the conversion rate multiplied by the volume weighted average price of the Company’s common stock during a specified period following the conversion date. The conversion value of each 2016 Note will be paid in: 1) cash equal to the principal amount of the note, and 2) to the extent the conversion value exceeds the principal amount of the note, common stock (plus cash in lieu of any fractional shares of common stock). The conversion price will be subject to adjustment in some events but will not be adjusted for accrued interest. Upon a “fundamental change” at any time, as defined, the Company will in some cases increase the conversion rate for a holder who elects to convert its 2016 Notes in connection with such fundamental change. In addition, the holders may require the Company to repurchase for cash all or a portion of their notes upon a “designated event” at a price equal to 100% of the principal amount of the notes being repurchased plus accrued and unpaid interest, if any.

Concurrently with the issuance of the 2016 Notes, the Company purchased a convertible note hedge and sold warrants. The separate convertible note hedge and warrant transactions are structured to reduce the potential future economic dilution associated with the conversion of the 2016 Notes and to increase the initial conversion price to $71.34 per share. Each of these components is discussed separately below:

Convertible Note Hedge. Counterparties agreed to sell to the Company up to approximately 7.1 million shares of the Company’s common stock, which is the number of shares initially issuable upon conversion of the 2016 Notes in full, at a price of $63.02 per share. The convertible note hedge transaction will be settled in net shares and will terminate upon the earlier of the maturity date of the 2016 Notes or the first day none of the 2016 Notes remains outstanding due to conversion or otherwise. Settlement of the convertible note hedge in net shares, based on the number of shares issued upon conversion of the 2016 Notes, on the expiration date would result in the Company receiving net shares equivalent to the number of shares issuable by the Company upon conversion of the 2016 Notes. Should there be an early unwind of the convertible note hedge transaction, the number of net shares potentially received by the Company will depend upon 1) the then existing overall market conditions, 2) the Company’s stock price, 3) the volatility of the Company’s stock, and 4) the amount of time remaining before expiration of the convertible note hedge. The convertible note hedge transaction cost of $76.2 million has been accounted for as an equity transaction. The Company initially recorded approximately $28.2 million in stockholders’ equity from the net deferred tax liability related to the convertible note hedge at inception of the transaction.

Sold Warrants. The Company received $57.6 million from the same counterparties from the sale of warrants to purchase up to approximately 7.1 million shares of the Company’s common stock at an exercise price of $71.34 per share. As of June 26, 2011, the warrants had an expected life of 4.9 years and expire between August 15, 2016 and October 21, 2016. At expiration, the Company may, at its option, elect to settle the warrants on a net share basis. As of June 26, 2011, the warrants had not been

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

exercised and remained outstanding. The value of the warrants was initially recorded in equity and continues to be classified as equity.

The 2018 Notes may be converted at any time prior to the close of business on the business day immediately preceding February 15, 2018, at the option of the holder only under the following circumstances: 1) during the five business-day period after any ten consecutive trading-day period (the “measurement period”) in which the trading price per 1,000 principal amount of 2018 notes for each day of such measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day; 2) during any fiscal quarter commencing after the fiscal quarter ending September 25, 2011, if the last reported sale price of the Company’s common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price in effect on the last trading day of the immediately preceding fiscal quarter; or 3) upon the occurrence of specified corporate events. On and after February 15, 2018 until the close of business on the second scheduled trading day immediately preceding the maturity date of May 15, 2018, holders may convert their notes at any time, regardless of the foregoing circumstances.

Upon conversion, a holder will receive the conversion value of the 2018 Notes to be converted equal to the conversion rate multiplied by the volume weighted average price of the Company’s common stock during a specified period following the conversion date. The conversion value of each 2018 Notes will be paid in: 1) cash equal to the principal amount of the note, and 2) to the extent the conversion value exceeds the principal amount of the note, common stock (plus cash in lieu of any fractional shares of common stock). The conversion price will be subject to adjustment in some events but will not be adjusted for accrued interest. Upon a “fundamental change” at any time, as defined, the Company will in some cases increase the conversion rate for a holder who elects to convert its 2018 Notes in connection with such fundamental change. In addition, the holders may require the Company to repurchase for cash all or a portion of their notes upon a “designated event” at a price equal to 100% of the principal amount of the notes being repurchased plus accrued and unpaid interest, if any.

Concurrently with the issuance of the 2018 Notes, the Company purchased a convertible note hedge and sold warrants. The separate convertible note hedge and warrant transactions are structured to reduce the potential future economic dilution associated with the conversion of the 2018 Notes and to increase the initial conversion price to $76.10 per share. Each of these components is discussed separately below:

Convertible Note Hedge. Counterparties agreed to sell to the Company up to approximately $7.1 million shares of the Company’s common stock, which is the number of shares initially issuable upon conversion of the 2018 Notes in full, at a price of $63.02 per share. The convertible note hedge transaction will be settled in net shares and will terminate upon the earlier of the maturity date of the 2018 Notes or the first day none of the 2018 Notes remains outstanding due to conversion or otherwise. Settlement of the convertible note hedge in net shares, based on the number of shares issued upon conversion of the 2018 Notes, on the expiration date would result in the Company receiving net shares equivalent to the number of shares issuable by the Company upon conversion of the 2018 Notes. Should there be an early unwind of the convertible note hedge transaction, the number of net shares potentially received by the Company will depend upon 1) the then existing overall market conditions, 2) the Company’s stock price, 3) the volatility of the Company’s stock, and 4) the amount of time remaining before expiration of the convertible note hedge. The convertible note hedge transaction cost of $104.9 million has been accounted for as an equity transaction. The Company initially recorded approximately $38.8 million in stockholders’ equity from the net deferred tax liability related to the convertible note hedge at inception of the transaction.

Sold Warrants . The Company received $76.3 million from the same counterparties from the sale of warrants to purchase up to approximately 7.1 million shares of the Company’s common stock at an exercise price of $76.10 per share. As of June 26, 2011, the warrants had an expected life of 6.9 years

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

and expire between August 15, 2018 and October 23, 2018. At expiration, the Company may, at its option, elect to settle the warrants on a net share basis. As of June 26, 2011, the warrants had not been exercised and remained outstanding. The value of the warrants was initially recorded in equity and continues to be classified as equity.

Other Long-term Debt

The Company’s remaining total long-term debt, excluding convertible notes, of $3.9 million as of June 26, 2011 consists of various bank loans and government subsidized technology loans supporting operating needs.

The Company’s contractual cash obligations relating to its convertible notes and other long-term debt June 26, 2011 were as follows:


	Long-term Debt
	(in thousands)
Payments due by period:
One year	$	3,211
Two years		664
Three years		—
Four years		—
Five years		450,000
Over 5 years		450,000

Total		903,875
Current portion of long-term debt		3,211

Long-term debt	$	900,664

Note 14: Commitments

The Company has certain obligations to make future payments under various contracts. Consistent with GAAP, some of these are recorded on its balance sheet and some are not. Obligations that are recorded on the Company’s balance sheet include the Company’s capital lease obligations. The Company’s off-balance sheet arrangements include contractual relationships for operating leases, purchase obligations, and certain guarantees. The Company’s commitments relating to capital leases off-balance sheet agreements are included in the table below. These amounts exclude $113.6 million of liabilities related to uncertain tax benefits because the Company is unable to reasonably estimate the ultimate amount or time of settlement. See Note 15, of Notes to Consolidated Financial Statements for further discussion.

Capital Leases

Capital leases reflect building lease obligations assumed from the Company’s acquisition of SEZ and an office equipment lease.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The Company’s contractual cash obligations relating to its existing capital leases, including interest, as of June 26, 2011 were as follows:


	Capital Leases
	(in thousands)
Payments due by period:
One year	$	1,900
Two years		1,873
Three years		1,593
Four years		1,592
Five years		2,352
Over 5 years		8,931

Total		18,241
Interest on capital leases		1,275

Current portion of capital leases		1,571

Capital leases	$	15,395

Operating Leases and Related Guarantees

The Company leases most of its administrative, R&D and manufacturing facilities, regional sales/service offices and certain equipment under non-cancelable operating leases. Certain of the Company’s facility leases for buildings located at its Fremont, California headquarters and certain other facility leases provide the Company with options to extend the leases for additional periods or to purchase the facilities. Certain of the Company’s facility leases provide for periodic rent increases based on the general rate of inflation. The Company’s rental expense for facilities occupied during fiscal years 2011, 2010, and 2009 was approximately $ 9 million, $6 million, and $9 million, respectively.

On December 18, 2007, the Company entered into two operating leases regarding certain improved properties in Livermore, California. These leases were amended on April 3, 2008 and July 9, 2008 (as so amended, the “Livermore Leases”). On December 21, 2007, the Company entered into a series of four amended and restated operating leases (the “New Fremont Leases,” and collectively with the Livermore Leases, the “Operating Leases”) with regard to certain improved properties at the Company’s headquarters in Fremont, California.

The Operating Leases have a term of approximately seven years ending on the first business day in January 2015. The Company may, at its discretion and with 30 days’ notice, elect to purchase the property that is the subject of the Operating Lease for an amount approximating the sum required to pay the amount of the lessor’s investment in the property and any accrued but unpaid rent.

The Company is required, pursuant to the terms of the Operating Leases, to maintain collateral in an aggregate of approximately $164.9 million in separate interest-bearing accounts as security for the Company’s obligations under the Operating Leases. This amount is recorded as restricted cash in the Company’s Consolidated Balance Sheet as of as of June 26, 2011.

When the terms of the Operating Leases expire, the property subject to that Operating Lease may be remarketed. The Company has guaranteed to the lessor that each property will have a certain minimum residual value. The aggregate guarantee made by the Company under the Operating Leases is generally no more than approximately $141.7 million; however, under certain default circumstances, the guarantee with regard to an Operating Lease may be 100% of the lessor’s aggregate investment in the applicable property, which in no case will exceed $164.9 million, in the aggregate.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The Company recognized at lease inception $0.6 million in estimated liabilities related to the Operating Leases, which represents the fair value guarantee premium that would be required had the guarantee been issued in a standalone transaction. These liabilities are recorded in other long-term liabilities with the offsetting entry recorded as prepaid rent in other assets. The balances in prepaid rent and the guarantee liability are amortized to the statement of operations on a straight line basis over the life of the leases. If it becomes probable that the Company will be required to make a payment under the residual guarantee, the Company will increase its liability with a corresponding increase to prepaid rent and amortize the increased prepaid rent over the remaining lease term with no corresponding reduction in the liability. As of June 26, 2011, the unamortized portion of the fair value of the residual value guarantees remaining in other long-term liabilities and prepaid rent was $0.3 million.

During fiscal years 2010 and 2011, the Company recognized restructuring charges of $13.0 million and $13.7 million, respectively, related to the reassessment of the residual value guarantee for such lease. Accordingly, an amount of $26.7 million has been recorded in other long-term liabilities.

The Company’s contractual cash obligations with respect to operating leases, excluding the residual value guarantees discussed above, as of June 26, 2011 were as follows:


	Operating Leases
	(in thousands)
Payments due by period:
One year	$	11,081
Two years		9,199
Three years		7,039
Four years		4,244
Five years		1,608
Over 5 years		830

Total	$	34,001

Other Guarantees

The Company has issued certain indemnifications to its lessors for taxes and general liability under some of its agreements. The Company has entered into certain insurance contracts that may limit its exposure to such indemnifications. As of June 26, 2011, the Company had not recorded any liability on its Consolidated Financial Statements in connection with these indemnifications, as it does not believe, based on information available, that it is probable that any amounts will be paid under these guarantees.

Generally, the Company indemnifies, under pre-determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company’s products or services. The Company seeks to limit its liability for such indemnity to an amount not to exceed the sales price of the products or services subject to its indemnification obligations. The Company does not believe, based on information available, that it is probable that any material amounts will be paid under these guarantees.

Purchase Obligations

Purchase obligations consist of significant contractual obligations either on an annual basis or over multi-year periods related to the Company’s outsourcing activities or other material commitments, including vendor-consigned inventories. The Company continues to enter into new agreements and maintain existing agreements to outsource certain activities, including elements of its manufacturing, warehousing, logistics, facilities maintenance, certain information technology functions, and certain transactional general and administrative

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

functions. The contractual cash obligations and commitments table presented below contains the Company’s obligations at June 26, 2011 under these arrangements and others. Actual expenditures will vary based on the volume of transactions and length of contractual service provided. In addition to these obligations, certain of these agreements include early termination provisions and/or cancellation penalties that could increase or decrease amounts actually paid.

The Company’s commitments related to these agreements as of June 26, 2011 are as follows:


	Purchase Obligations
	(in thousands)
Payments due by period:
One year	$	192,766
Two years		42,406
Three years		24,318
Four years		16,712
Five years		13,043
Over 5 years		1,040

Total	$	290,285

Warranties

The Company provides standard warranties on its systems. The liability amount is based on actual historical warranty spending activity by type of system, customer, and geographic region, modified for any known differences such as the impact of system reliability improvements.

Changes in the Company’s product warranty reserves were as follows:


	Year Ended
	June 26, 2011			June 27, 2010
	(in thousands)
Balance at beginning of period	$	31,756		$	21,185
Warranties issued during the period		51,721			36,875
Settlements made during the period		(39,915	)		(18,673	)
Expirations and change in liability for pre-existing warranties during the period		(3,299	)		(7,301	)
Changes in foreign currency exchange rates		688			(330	)

Balance at end of period	$	40,951		$	31,756

Note 15: Income Taxes

The components of income (loss) before income taxes are as follows:


	Year Ended
	June 26, 2011		June 27, 2010		June 28, 2009
	(in thousands)
United States	$	159,250	$	140,309	$	26,200
Foreign		641,626		289,832		(289,293	)

	$	800,876	$	430,141	$	(263,093	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Significant components of the provision (benefit) for income taxes attributable to income before income taxes are as follows:


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
	(in thousands)
Federal:
Current	$	55,119		$	38,221		$	(6,523	)
Deferred		(25,143	)		11,438			11,668

	$	29,976		$	49,659		$	5,145

State:
Current	$	3,159		$	6,126		$	(487	)
Deferred		26,589			5,009			8,047

	$	29,748		$	11,135		$	7,560

Foreign:
Current	$	22,556		$	22,813		$	15,017
Deferred		(5,152	)		(135	)		11,333

	$	17,404		$	22,678		$	26,350

Total Provision for Income Taxes	$	77,128		$	83,472		$	39,055

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes, and the amounts used for income tax purposes, as well as the tax effect of carryforwards. Significant components of the Company’s net deferred tax assets are as follows:


	June 26, 2011			June 27, 2010
	(in thousands)
Deferred tax assets:
Tax carryforwards	$	33,152		$	50,182
Allowances and reserves		85,751			63,143
Inventory valuation differences		8,861			7,764
Equity-based compensation		8,019			6,202
Capitalized R&D expenses		2,722			5,027
Other		8,743			5,088

Gross deferred tax assets		147,248			137,406
Valuation allowance		(46,201	)		(36,957	)

Net deferred tax assets		101,047			100,449
Deferred tax liabilities:
Fixed assets depreciation and intangibles amortization		(23,145	)		(20,188	)
State cumulative temporary differences		(802	)		(10,118	)
Amortization of goodwill		(7,768	)		(6,026	)

Gross deferred tax liabilities		(31,715	)		(36,332	)

Net deferred tax assets	$	69,332		$	64,117

Realization of the Company’s net deferred tax assets is based upon the weighting of available evidence, including such factors as the recent earnings history and expected future taxable income. The Company believes

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

it is more-likely-than-not that such deferred tax assets will be realized with the exception of $46.2 million related to California and certain foreign deferred tax assets.

The provisions related to the tax accounting for stock-based compensation prohibit the recognition of a deferred tax asset for an excess benefit that has not yet been realized. As a result, the Company will only recognize an excess benefit from stock-based compensation in additional paid-in-capital if an incremental tax benefit is realized after all other tax attributes currently available to us have been utilized. In addition, the Company has elected to account for the indirect benefits of stock-based compensation such as the R&D tax credit through the consolidated statement of operations.

As of June 26, 2011, the Company had a California net operating loss carryforward of approximately $2.3 million. If not utilized, the net operating loss carryforward will begin to expire in the year 2030. In the event the tax benefits are realized, an immaterial amount would be credited to additional paid-in capital.

At June 26, 2011, the Company had federal and state tax credit carryforwards of approximately $145.4 million, of which approximately $30.2 million will expire in varying amounts between fiscal years 2030 and 2032. The remaining balance of $115.1 million of tax carryforwards may be carried forward indefinitely. The tax benefits relating to approximately $36.8 million of the tax credit carryforwards will be credited to additional paid-in-capital when recognized.

At June 26, 2011, the Company had foreign net operating loss carryforwards of approximately $41.6 million, of which approximately $25.4 million may be carried forward indefinitely and $16.2 million will begin to expire in fiscal year 2012.

A reconciliation of income tax expense provided at the federal statutory rate (35% in fiscal years 2011, 2010 and 2009) to actual income expense is as follows:


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
	(in thousands)
Income tax expense computed at federal statutory rate	$	280,306		$	150,549		$	(92,083	)
State income taxes, net of federal tax benefit		9,322			4,754			(4,550	)
Foreign income taxed at different rates		(217,982	)		(84,081	)		125,124
Tax credits		(16,503	)		(4,410	)		(9,273	)
State valuation allowance, net of federal tax benefit		10,078			4,627			12,109
Equity-based compensation		12,244			11,847			10,985
Other, net		(337	)		186			(3,257	)

	$	77,128		$	83,472		$	39,055

The Company’s effective tax rate on income before tax for the year was 9.6% which was lower than the United States federal statutory rate of 35% due to geographical mix of income between higher and lower foreign tax jurisdictions, favorable recognition of the U.S. federal research tax credit, and tax benefits related to the recognition of previously unrecognized tax benefits due to the settlement of audits and statute of limitations expiration.

Effective from fiscal year 2003 through June 2013, the Company has a tax holiday in Switzerland for one of its foreign subsidiaries, which is conditional upon the Company meeting certain employment and investment thresholds. The impact of the tax holiday decreased income taxes by approximately $119.5 million, $45.9 million, and $0 million for fiscal years 2011, 2010, and 2009, respectively. The benefit of the tax holiday on diluted earnings per share was approximately $0.96 in fiscal year 2011, $0.36 in fiscal year 2010, and $0.00 in fiscal year 2009.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Unremitted earnings of the Company’s foreign subsidiaries included in consolidated retained earnings aggregated to approximately $1.54 billion at June 26, 2011. These earnings, which reflect full provisions for foreign income taxes, are indefinitely reinvested in foreign operations. If these earnings were remitted to the United States, they would be subject to U.S. and foreign withholding taxes of approximately $387.3 million at current statutory rates. The Company’s federal income tax provision includes U.S. income taxes on certain foreign-based income.

As of June 26, 2011, the total gross unrecognized tax benefits were $181.5 million compared to $190.5 million as of June 27, 2010, and $178.4 million as of June 28, 2009. During fiscal year 2011, gross unrecognized tax benefits decreased by approximately $9.0 million. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $120.4 million, $153.8 million, and $125.5 million as of June 26, 2011, June 27, 2010, and June 28, 2009, respectively. The aggregate changes in the balance of gross unrecognized tax benefits were as follows:


	(in millions)
Balance as of June 29, 2008	$	143.8
Settlements and effective settlements with tax authorities		—
Lapse of statute of limitations		(0.7	)
Increases in balances related to tax positions taken during prior periods		13.9
Decreases in balances related to tax positions taken during prior periods		(2.5	)
Increases in balances related to tax positions taken during current period		23.9

Balance as of June 28, 2009	$	178.4
Settlements and effective settlements with tax authorities		(1.3	)
Lapse of statute of limitations		(8.1	)
Increases in balances related to tax positions taken during prior periods		5.5
Decreases in balances related to tax positions taken during prior periods		(2.0	)
Increases in balances related to tax positions taken during current period		18.0

Balance as of June 27, 2010		190.5
Settlements and effective settlements with tax authorities		(24.2	)
Lapse of statute of limitations		(5.2	)
Increases in balances related to tax positions taken during prior periods		13.7
Decreases in balances related to tax positions taken during prior periods		(13.4	)
Increases in balances related to tax positions taken during current period		20.1

Balance as of June 26, 2011	$	181.5

The Company recognizes interest expense and penalties related to the above unrecognized tax benefits within income tax expense. The Company had accrued $16.9 million, $18.5 million, and $19.1 million, cumulatively, for gross interest and penalties as of June 26, 2011, June 27, 2010 and June 28, 2009, respectively.

The Company completed a number of income tax audits in the U.S. and other foreign jurisdictions in fiscal year 2011. As a result of the settlement of these audits, the Company reduced its unrecognized tax benefits by approximately $24.2 million in fiscal year 2011.

The Internal Revenue Service (“IRS”) is examining the Company’s U.S. income tax return for fiscal year 2008 and 2009. The Company is also under audit by the California Franchise Tax Board (“FTB”) for fiscal years 2005 and 2006. As of June 26, 2011, no significant adjustments have been proposed by the IRS or FTB. The Company is unable to make a reasonable estimate as to when cash settlements, if any, with the relevant taxing authorities will occur. In addition, the Company is also subject to audits by foreign tax authorities.

The Company files U.S. federal, U.S. state, and foreign income tax returns. As of June 26, 2011, tax years 2003-2010 remain subject to examination in the jurisdictions where the Company operates.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The Company is in various stages of the examinations in connection with all of its tax audits worldwide and it is difficult to determine when these examinations will be settled. It is reasonably possible that over the next twelve-month period the Company may experience an increase or decrease in its unrecognized tax benefits. It is not possible to determine either the magnitude or the range of any increase or decrease at this time.

Note 16: Goodwill and Intangible Assets

Goodwill

There were no changes in goodwill or accumulated impairment during the twelve months ended June 26, 2011 or June 27, 2010. As of both June 26, 2011 and June 27, 2010 gross goodwill and accumulated impairment losses were $265.5 million and $96.3 million, respectively.

During fiscal year 2009, a combination of factors, including the economic environment, a sustained decline in the Company’s market valuation and a decline in the Company’s operating results were indicators of possible impairment of the Company’s goodwill. The Company conducted an analysis and concluded that the fair value of the Company’s Clean Product Group had been reduced below its carrying value. As a result, the Company recorded a non-cash goodwill impairment charge of approximately $96.3 million during fiscal year 2009.

The calculation of the goodwill impairment charge was based on estimates of future operating results. If the Company’s future operating results do not meet current forecasts or if the Company experiences a sustained decline in its market capitalization that is determined to be indicative of a reduction in fair value of the Company’s Clean Product Group, an additional impairment analysis may be required which may result in additional impairment charges.

Goodwill, net attributable to the SEZ acquisition of approximately $104 million is not tax deductible due to foreign jurisdiction law. The remaining goodwill balance of approximately $65 million is tax deductible.

Intangible Assets

The following table provides details of the Company’s intangible assets as of June 26, 2011 (in thousands, except years):


	Gross		Accumulated Amortization			Net		Weighted- Average Useful Life (years)
Customer relationships	$	35,226	$	(23,468	)	$	11,758		6.90
Existing technology		61,941		(35,409	)		26,532		6.68
Patents		20,670		(14,323	)		6,347		6.11
Other intangible assets		35,216		(32,419	)		2,797		4.10

	$	153,053	$	(105,619	)	$	47,434		6.06

The following table provides details of the Company’s intangible assets as of June 27, 2010 (in thousands, except years):


	Gross		Accumulated Amortization			Net		Weighted- Average Useful Life (years)
Customer relationships	$	35,226	$	(18,512	)	$	16,714		6.90
Existing technology		61,598		(27,084	)		34,514		6.70
Patents		20,270		(11,207	)		9,063		6.13
Other intangible assets		35,216		(27,783	)		7,433		4.10

	$	152,310	$	(84,586	)	$	67,724		6.07

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

The Company recognized $21.0 million, $23.9 million, and $24.0 million, in intangible asset amortization expense during fiscal years 2011, 2010, and 2009, respectively.

The estimated future amortization expense of intangible assets as of June 26, 2011 was as follows (in thousands):


Fiscal Year	Amount
2012	$	17,997
2013		16,350
2014		10,377
2015		2,154
2016		381
Thereafter		175

	$	47,434

Note 17: Segment, Geographic Information and Major Customers

The Company operates in one reportable business segment: manufacturing and servicing of front-end wafer processing semiconductor manufacturing equipment. The Company’s material operating segments qualify for aggregation due to their customer base and similarities in economic characteristics, nature of products and services, and processes for procurement, manufacturing and distribution.

The Company operates in six geographic regions: North America, Europe, Japan, Korea, Taiwan, and Asia Pacific. For geographical reporting, revenue is attributed to the geographic location in which the customers’ facilities are located while long-lived assets are attributed to the geographic locations in which the assets are located.

Revenues and long-lived assets by geographic region were as follows:


	Year Ended
	June 26, 2011		June 27, 2010		June 28, 2009
			(in thousands)
Revenue:
North America	$	393,004	$	186,036	$	171,359
Europe		423,148		133,685		121,178
Japan		405,371		318,641		234,070
Korea		756,660		539,312		239,911
Taiwan		766,910		703,854		208,053
Asia Pacific		492,600		252,248		141,375

Total revenue	$	3,237,693	$	2,133,776	$	1,115,946


	June 26, 2011		June 27, 2010		June 28, 2009
			(in thousands)
Long-lived assets:
North America	$	278,316	$	178,055	$	183,372
Europe		90,063		77,839		90,608
Japan		1,877		1,377		1,776
Korea		14,050		12,379		11,478
Taiwan		4,170		2,627		2,687
Asia Pacific		4,368		4,335		4,077

Total long-lived assets	$	392,844	$	276,612	$	293,998

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

In fiscal year 2011, revenues from Samsung Electronics Company, Ltd. accounted for approximately 24% of total revenues. In fiscal year 2010, revenues from Samsung Electronics Company, Ltd., Taiwan Semiconductor Manufacturing Company, Ltd., and Toshiba Corporation accounted for approximately 24%, 15%, and 11%, respectively, of total revenues. In fiscal year 2009, revenues from Samsung Electronics Company, Ltd. and Toshiba Corporation accounted for approximately 19% and 11%, respectively, of total revenues.

Note 18: Restructuring and Asset Impairments

Prior to the end of each of the June 2008, December 2008, and March 2009 quarters, the Company initiated the announced restructuring activities and management, with the proper level of authority, approved specific actions under the June 2008, December 2008, and March 2009 Plans (as defined below in this Note 18). Severance packages to affected employees were communicated in enough detail such that the employees could determine their type and amount of benefit. The termination of the affected employees occurred as soon as practical after the restructuring plans were announced. The amount of remaining future lease payments and certain contractual obligations for facilities the Company ceased to use and included in the restructuring charges is based on management’s estimates using known prevailing real estate market conditions at that time based, in part, on the opinions of independent real estate experts. Leasehold improvements relating to the vacated buildings were written off, as it was determined that these items would have no future economic benefit to the Company and have been abandoned.

Accounting for restructuring activities, as compared to regular operating cost management activities, requires an evaluation of formally committed and approved plans. Restructuring activities have comparatively greater strategic significance and materiality and may involve exit activities, whereas regular cost containment activities are more tactical in nature and are rarely characterized by formal and integrated action plans or exiting a particular product, facility, or service.

The following table summarizes restructuring and asset impairment charges (recoveries) during fiscal years 2011, 2010, and 2009 for each restructuring Plan:


	Year Ended
	June 26, 2011			June 27, 2010			June 28, 2009
	(in thousands)
June 2008 Plan	$	—		$	(2,217	)	$	19,016
December 2008 Plan		(230	)		92			17,849
March 2009 Plan		11,809			20,891			28,641

Total restructuring and asset impairment charges incurred under restructuring plans		11,579			18,766			65,506

Asset impairments outside of specific restructuring plans		—			5,986			—

Total restructuring and assset impairment charges	$	11,579		$	24,752		$	65,506

The amounts in the table above were reported in the Company’s consolidated statement of operations for fiscal years ended 2011, 2010, and 2009 as follows:


	Year Ended
	June 26, 2011		June 27, 2010		June 28, 2009
	(in thousands)
Cost of goods sold	$	—	$	3,438	$	20,993
Operating expense		11,579		21,314		44,513

Total restructuring and assset impairments	$	11,579	$	24,752	$	65,506

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

June 2008 Plan

During the June 2008 quarter, the Company incurred restructuring expenses and asset impairment charges related to the integration of SEZ and overall streamlining of the Company’s combined Clean Product Group (“June 2008 Plan”). There were no restructuring and asset impairment charges under the June 2008 Plan during fiscal year 2011. Charges during fiscal years 2010 and 2009 were as follows:


	Year Ended
	June 27, 2010			June 28, 2009
	(in thousands)
Severance and benefits	$	(42	)	$	12,554
Facilities		—			—
Abandoned assets		—			3,395
Inventory		(2,175	)		3,067

Total restructuring and asset impairment charges	$	(2,217	)	$	19,016

Below is a table summarizing activity relating to the June 2008 Plan. There was no additional activity under this plan during fiscal year 2011 as all liabilities were paid in prior years.


	Severance and Benefits			Facilities			Abandoned Assets			Inventory			Total
	(in thousands)
Balance at June 29, 2008		4,586			899			—			—			5,485
Fiscal year 2009 expense		12,554			—			3,395			3,067			19,016
Cash payments		(13,155	)		(873	)		—			—			(14,028	)
Non-cash charges		(3,418	)		—			(3,395	)		(3,067	)		(9,880	)

Balance at June 28, 2009		567			26			—			—			593
Fiscal year 2010 expense		(42	)		—			—			(2,175	)		(2,217	)
Cash payments		(525	)		(26	)		—			—			(551	)
Non-cash charges		—			—			—			2,175			2,175

Balance at June 27, 2010	$	—		$	—		$	—		$	—		$	—

Total charges incurred as of June 26, 2011 under the June 2008 Plan were $35.8 million.

December 2008 Plan

During the December 2008 quarter, the Company incurred restructuring expenses and asset impairment charges designed to better align the Company’s cost structure with its business opportunities in consideration of market and economic uncertainties (“December 2008 Plan”). Charges during fiscal years 2011, 2010 and 2009 were as follows:


	Year Ended
	June 26, 2011			June 27, 2010		June 28, 2009
	(in thousands)
Severance and benefits	$	(230	)	$	92	$	16,412
Facilities		—			—		618
Inventory		—			—		819

Total restructuring and asset impairment charges	$	(230	)	$	92	$	17,849

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Below is a table summarizing activity relating to the December 2008 Plan:


	Severance and Benefits			Facilities			Inventory			Total
	(in thousands)
Fiscal year 2009 expense	$	16,412		$	618		$	819		$	17,849
Cash payments		(15,728	)		—			—			(15,728	)
Non-cash charges		—			(618	)		(819	)		(1,437	)

Balance at June 28, 2009		684			—			—			684
Fiscal year 2010 expense		92			—			—			92
Cash payments		(497	)		—			—			(497	)

Balance at June 27, 2010		279			—			—			279
Cash payments		(27	)		—			—			(27	)
Fiscal year 2011 expense		(230	)		—			—			(230	)

Balance at June 26, 2011	$	22		$	—		$	—		$	22

Total charges incurred as of June 26, 2011 under the December 2008 Plan were $17.7 million. The severance and benefits-related balances are anticipated to be paid by the end of fiscal year 2012.

March 2009 Plan

During the March 2009 quarter, the Company incurred restructuring expenses and asset impairment charges designed to align the Company’s cost structure with its outlook for the current economic environment and future business opportunities (“March 2009 Plan”). Restructuring and asset impairment charges during fiscal years 2011, 2010 and 2009 under the March 2009 Plan were as follows:


	Year Ended
	June 26, 2011			June 27, 2010		June 28, 2009
				(in thousands)
Severance and benefits	$	(43	)	$	472	$	23,038
Facilities		11,852			19,832		2,265
Abandoned assets		—			587		3,008
Inventory		—			—		330

Total restructuring and asset impairment charges	$	11,809		$	20,891	$	28,641

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Below is a table summarizing activity relating to the March 2009 Plan:


	Severance and Benefits			Facilities			Abandoned Assets			Inventory			Total
	(in thousands)
Fiscal year 2009 expense	$	23,038		$	2,265		$	3,008		$	330		$	28,641
Cash payments		(18,647	)		(1,828	)		—			—			(20,475	)
Non-cash charges		(466	)		—			(3,008	)		(330	)		(3,804	)

Balance at June 28, 2009		3,925			437			—			—			4,362
Fiscal year 2010 expense		472			19,832			587			—			20,891
Cash payments		(4,132	)		(3,417	)		—			—			(7,549	)
Non-cash charges		—			—			(587	)		—			(587	)

Balance at June 27, 2010		265			16,852			—			—			17,117
Fiscal year 2011 expense		(43	)		11,852			—			—			11,809
Cash payments		(222	)		(598	)		—			—			(820	)

Balance at June 26, 2011	$	—		$	28,106		$	—		$	—		$	28,106

Total charges incurred as of June 26, 2011 under the March 2009 Plan were $61.3 million. The facilities balance consists primarily of lease payments, net of sublease income, on vacated buildings and is expected to be paid by the end of fiscal year 2015.

Note 19: Stock Repurchase Program

On September 8, 2008, the Board of Directors authorized the repurchase of up to $250 million of Company common stock from the public market or in private purchases. This repurchase program had no termination date, could have been suspended or discontinued at any time and was funded using the Company’s available cash. The Company temporarily suspended repurchases under the program during the December 2008 quarter. On February 2, 2010, the Board of Directors authorized the resumption of the repurchase program. The Company completed the repurchase of all amounts available under this share repurchase authorization during the quarter ended September 26, 2010.

On September 10, 2010, the Board of Directors authorized the repurchase of up to an additional $250 million of Company common stock using the Company’s available cash. These repurchases can be conducted on the open market or as private purchases and may include the use of derivative contracts with large financial institutions. This repurchase program has no termination date and may be suspended or discontinued at any time.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

JUNE 26, 2011

Repurchases under the repurchase program were as follows during the periods indicated:


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 27, 2010							$	130,693
Authorization of up to $250 million — September 2010							$	380,693
Quarter ended September 26, 2010		3,389	$	130,693	$	38.56	$	250,000
Quarter ended December 26, 2010		—	$	—	$	—	$	250,000
Quarter ended March 27, 2011		—	$	—	$	—	$	250,000
Quarter ended June 26, 2011		18	$	756	$	42.00	$	249,244

In addition to shares repurchased under Board authorized repurchase programs shown above are (i) 1,000,000 shares repurchased at a total cost of $47.6 million in connection with the convertible note offering and authorized by the Board independent of the publicly announced plans and (ii) 383,000 shares acquired at a total cost of $18.9 million which the Company withheld through net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards granted under the Company’s equity compensation plans and. The shares retained by the Company through these net share settlements are not a part of the Board-authorized repurchase program but instead are authorized under the Company’s equity compensation plans.

As part of its share repurchase program, the Company may from time-to-time enter into structured share repurchase arrangements with financial institutions using general corporate funds. These arrangements generally require the Company to make an up-front cash payment in exchange for the right to receive shares of its common stock or cash at the expiration of the agreement, dependent upon the closing price of the Corporation’s common stock at the settlement date. During 2011 the Company entered into structured share repurchase arrangements which, in the aggregate, required up-front cash payments totaling $200 million. One of these arrangements, which required the Company to make an upfront cash payment of $50.0 million, settled during 2011 and based on the closing price of the Company’s common stock on the maturity date, resulted in the Company receiving a $50.4 million cash payment, and therefore did not result in the repurchase of any shares of its common stock. As of June 26, 2011, aggregate prepayments of $150 million were outstanding under two such arrangements. These arrangements settle in October 2011 and will result in the receipt of either 1.4 million shares of the Company’s common stock or $51.0 million for the first arrangement and 2.6 million shares of the Company’s common stock or $103.5 million for the second arrangement. Under these arrangements, any prepayments or cash payments at settlement, are recorded as a component of additional paid in capital in the Company’s Consolidated Balance Sheet as of June 26, 2011.

Note 20: Legal Proceedings

From time to time, the Company has received notices from third parties alleging infringement of such parties’ patent or other intellectual property rights by the Company’s products. In such cases it is the Company’s policy to defend the claims, or if considered appropriate, negotiate licenses on commercially reasonable terms. The Company does not believe that any of these matters will have a material adverse effect on its consolidated financial condition or results of operations. However, no assurance can be given that the Company will be able in the future to negotiate necessary licenses on commercially reasonable terms, or at all, or that any litigation resulting from such claims would not have a material adverse effect on the Company’s consolidated financial position or operating results.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Lam Research Corporation

We have audited the accompanying consolidated balance sheets of Lam Research Corporation as of June 26, 2011 and June 27, 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended June 26, 2011. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lam Research Corporation at June 26, 2011 and June 27, 2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 26, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Lam Research Corporation’s internal control over financial reporting as of June 26, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 19, 2011 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

San Jose, California

August 19, 2011

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Lam Research Corporation

We have audited Lam Research Corporation’s internal control over financial reporting as of June 26, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Lam Research Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Lam Research Corporation maintained, in all material respects, effective internal control over financial reporting as of June 26, 2011, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Lam Research Corporation as of June 26, 2011 and June 27, 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended June 26, 2011 of Lam Research Corporation and our report dated August 19, 2011 expressed an unqualified opinion thereon.

/s/ E RNST & Y OUNG LLP

San Jose, California

August 19, 2011

SIGNATURES

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


LAM RESEARCH CORPORATION

By		/s/ Stephen G. Newberry
		Stephen G. Newberry,
		Chief Executive Officer and Vice Chairman

Dated: August 19, 2011

POWER OF ATTORNEY AND SIGNATURES

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

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


Signatures	Title	Date
Principal Executive Officer /s/ Stephen G. Newberry Stephen G. Newberry	Chief Executive Officer and Vice Chairman	August 19, 2011

Principal Financial Officer and Principal Accounting Officer /s/ Ernest E. Maddock Ernest E. Maddock	Senior Vice President, Chief Financial Officer, and Chief Accounting Officer	August 19, 2011

Other Directors /s/ James W. Bagley James W. Bagley	Executive Chairman	August 19, 2011

/s/ David G. Arscott David G. Arscott	Director	August 19, 2011

/s/ Robert M. Berdahl Robert M. Berdahl	Director	August 19, 2011

/s/ Eric K. Brandt Eric K. Brandt	Director	August 19, 2011

/s/ Michael R. Cannon Michael R. Cannon	Director	August 19, 2011

/s/ Christine Heckart Christine Heckart	Director	August 19, 2011

/s/ Grant M. Inman Grant M. Inman	Director	August 19, 2011

/s/ Catherine P. Lego Catherine P. Lego	Director	August 19, 2011

/s/ Kim Perdikou Kim Perdikou	Director	August 19, 2011

/s/ Abhi Talwalkar Abhi Talwalkar	Director	August 19, 2011

LAM RESEARCH CORPORATION

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS


	Additions				Deductions (Describe) (1)			Balance at End of Period
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Deductions (Describe) (1)			Balance at End of Period
	(in thousands)
YEAR ENDED JUNE 26, 2011
Deducted from asset accounts:
Allowance for doubtful accounts	$	10,609,000	$	290,000	$	(6,179,000	)	$	4,720,000
YEAR ENDED JUNE 27, 2010
Deducted from asset accounts:
Allowance for doubtful accounts	$	10,719,000	$	45,000	$	(155,000	)	$	10,609,000
YEAR ENDED JUNE 28, 2009
Deducted from asset accounts:
Allowance for doubtful accounts	$	4,102,000	$	6,794,000	$	(177,000	)	$	10,719,000

(1)	During fiscal year 2011, deductions represent $3.8 million release of reserve and $2.4 million write-off of customer specific accounts. During each of fiscal years 2010 and 2009 deductions represent $0.2 million of write-offs of specific customer accounts.

LAM RESEARCH CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 26, 2011

EXHIBIT INDEX


Exhibit		Description

3.1(4)		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(18)		Bylaws of the Registrant, as amended, dated May 18, 2011.

3.3(4)		Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock dated January 27, 1997.

4.1(21)		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(21)		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

4.4(2)*		Amended 1991 Stock Option Plan and Forms of Stock Option Agreements.

4.8(7)*		Amended and restated 1997 Stock Incentive Plan.

4.11(3)*		Amended and restated 1996 Performance-Based Restricted Stock Plan.

4.12(6)*		Amended and restated 1999 Stock Option Plan.

4.13(22)*		Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended.

4.14(22)*		Lam Research Corporation 2004 Executive Incentive Plan, as amended.

4.15(9)*		Lam Research Corporation 2007 Stock Incentive Plan, as amended.

4.16*		Lam Research Corporation Elective Deferred Compensation Plan.

4.17*		Lam Research Corporation Elective Deferred Compensation Plan II.

10.3(1)*		Form of Indemnification Agreement.

10.99(5)*		Form of Nonstatutory Stock Option Agreement — Lam Research Corporation 1997 Stock Incentive Plan.

10.102(8)		Form of Restricted Stock Unit Award Agreement (U.S. Agreement A) — Lam Research Corporation 1997 Stock Incentive Plan.

10.103(8)		Form of Restricted Stock Unit Award Agreement (non-U.S. Agreement I-A) — Lam Research Corporation 1997 Stock Incentive Plan.

10.106(10)*		Form of Restricted Stock Unit Award Agreement (U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan

10.107(11)		Form of Restricted Stock Unit Award Agreement — Outside Directors (U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan.

10.108(11)		Form of Restricted Stock Unit Award Agreement — Outside Directors (non-U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan.

10.111(12)		Credit Agreement dated as of March 3, 2008 among Lam Research Corporation, as the Borrower, ABN Amro Bank N.V., as Administrative Agent, and the other Lenders Party thereto.


Exhibit		Description

10.112(12)		Unconditional Guaranty dated as of March 3, 2008 by Bullen Semiconductor Corporation to ABN AMRO Bank N.V.

10.113(12)		Security Agreement dated as of March 3, 2008 between Lam Research Corporation and ABN AMRO Bank N.V.

10.114(12)		Security Agreement dated as of March 3, 2008 between Bullen Semiconductor Corporation and ABN AMRO Bank N.V.

10.115(12)		Pledge Agreement dated as of March 3, 2008 among Lam Research Corporation and ABN AMRO Bank N.V.

10.117(13)		Lease Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.118(13)		Pledge Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.119(13)		Closing Certificate and Agreement (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.120(13)		Agreement Regarding Purchase and Remarketing Options (Fremont Building #1) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.121(13)		Lease Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.122(13)		Pledge Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.123(13)		Closing Certificate and Agreement (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.124(13)		Agreement Regarding Purchase and Remarketing Options (Fremont Building #2) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.125(13)		Lease Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.126(13)		Pledge Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.127(13)		Closing Certificate and Agreement (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.128(13)		Agreement Regarding Purchase and Remarketing Options (Fremont Building #3) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.129(13)		Lease Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.130(13)		Pledge Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.131(13)		Closing Certificate and Agreement (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.132(13)		Agreement Regarding Purchase and Remarketing Options (Fremont Building #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 21, 2007.

10.133(13)		Lease Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.


Exhibit		Description

10.134(13)		Pledge Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

10.135(13)		Closing Certificate and Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

10.136(13)		Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

10.137(13)		Construction Agreement (Livermore/Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

10.138(13)		Lease Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

10.139(13)		Pledge Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

10.140(13)		Closing Certificate and Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

10.141(13)		Agreement Regarding Purchase and Remarketing Options (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

10.142(13)		Construction Agreement (Livermore/Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated December 18, 2007.

10.143(14)		First Modification Agreement (Fremont Buildings #1, #2, #3, #4) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated April 3, 2008.

10.144(14)		First Modification Agreement (Livermore Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated April 3, 2008.

10.145(14)		Second Modification Agreement (Livermore Parcel 6) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated July 9, 2008.

10.146(14)		First Modification Agreement (Livermore Parcel 7) between Lam Research Corporation and BNP Paribas Leasing Corporation, dated July 9, 2008.

10.147(15)		First Amendment to Credit Agreement between Lam Research Corporation, ABN AMRO B.V. and the Lenders party thereto, dated September 29, 2008.

10.148(16)*		Form of Indemnification Agreement.

10.149(16)*		Reformation of Stock Option Agreement.

10.150(17)*		Stock Option Amendment and Special Bonus Agreement.

10.151(19)*		Employment Agreement with Stephen G. Newberry, dated July 1, 2009.

10.152(19)*		Employment Agreement with Martin B. Anstice, dated July 1, 2009.

10.153(19)*		Form of Change in Control Agreement.

10.154(19)*		Employment Agreement with Ernest Maddock, dated July 1, 2009.

10.155(20)*		Amended and Restated Employment Agreement between James W. Bagley and Lam Research Corporation, dated November 5, 2010.

10.156(20)*		Amendment to Employment Agreement with Stephen G. Newberry, dated December 7, 2010.

10.157(20)*		Amendment to Employment Agreement with Martin B. Anstice, dated December 7, 2010.

21		Subsidiaries of the Registrant.


Exhibit		Description

23.1		Consent of Independent Registered Public Accounting Firm.

24		Power of Attorney (See Signature page)

31.1		Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Executive Officer)

31.2		Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Financial Officer)

32.1		Section 1350 Certification — (Principal Executive Officer)

32.2		Section 1350 Certification — (Principal Financial Officer)

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

(1)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1988.

(2)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1995.

(3)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 26, 1999.

(4)	Incorporated by reference to Registrant’s Amendment No. 2 to its Annual Report on Form 10K/A for the fiscal year ended June 25, 2000, and Registrant’s Current Report on Form 8-K dated November 5, 2009.

(5)	Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2004.

(6)	Incorporated by reference to Registrant’s Registration Statement on Form S-8 (No. 33-127936) filed with the Securities and Exchange Commission on August 28, 2005.

(7)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 8, 2005.

(8)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated February 6, 2006.

(9)	Incorporated by reference to Registrant’s Registration Statement of Form S-8 (No. 333-138545) filed with the Securities and Exchange Commission on November 9, 2006.

(10)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 24, 2006.

(11)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 25, 2007.

(12)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated March 7, 2008.

(13)	Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 24, 2007.

(14)	Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 28, 2009.

(15)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2008.

(16)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 13, 2008.

(17)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated May 8, 2008.

(18)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated May 18, 2011.

(19)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated July 31, 2009

(20)	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 26, 2010.

(21)	Incorporated by reference to Registrant’s Current Report on Form 8-K dated May 11, 2011

(22)	Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2010.

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

Exhibit 4.16

LAM RESEARCH CORPORATION

ELECTIVE DEFERRED COMPENSATION PLAN

Amended and Restated

Effective January 1, 2003

TABLE OF CONTENTS


			Page

Section 1.	Statement of Purpose			1
Section 2.	Definitions			2
2.1.	Account			2
2.2.	Beneficiary			2
2.3.	Board			2
2.4.	Change in Control			2
2.5.	Committee			3
2.6.	Declared Rate			3
2.7.	Deferral Commitment			3
2.8.	Deferral Period			3
2.9.	Disability			3
2.10.	Employee			4
2.11.	Employment or Service			4
2.12.	Financial Hardship			4
2.13.	In Service Distribution			4
2.14.	Participant			5
2.15.	Participation Agreement			5
2.16.	Plan Year			5
2.17.	Retirement			5
2.18.	Retirement Rate			5
2.19.	Subsidiary			5
2.20.	Termination of Employment			6
2.21.	Year			6
2.22.	Year of Service			6
Section 3.	Participation and Deferral Commitments			6
3.1.	Eligibility and Participation			6
	(a)	Eligibility		6
	(b)	Participation		6
3.2.	Basic Forms of Deferral; Minimum Deferral			6
	(a)	Salary		6
	(b)	Bonus or Commissions		7
3.3.	Limitations on Deferrals			7
	(a)	Minimum Deferrals		7
	(b)	Maximum Deferrals		7
	(c)	Waiver; Committee Discretion		7
3.4.	Modification of Deferral Commitments			7
Section 4.	Deferred Compensation Accounts			8
4.1.	Accounts			8
4.2.	Deferred Compensation			8


4.3.	Crediting of Investment Return		8
	(a)	Variable Return Subaccount	9
	(b)	Fixed Return Subaccount	9
4.4.	Determination of Accounts		10
4.5.	Vesting of Accounts		11
4.6.	Statement of Accounts		11
Section 5.	Benefits		11
5.1.	Form of Retirement Benefit Payment		11
	(a)	Lump Sum	11
	(b)	Installment Payments	11
	(c)	Deferred Payments	12
	(d)	Payments After a Change in Control	12
5.2.	Form of Benefit Payment Upon Termination of Employment		12
5.3.	Survivor Benefits		13
	(a)	Survivor Benefits	13
	(b)	Amount of Survivor Benefits	14
	(c)	Investment Return	14
	(d)	Designation of Beneficiary to Receive Survivor Benefit Payments	14
5.4.	In Service Distributions		15
	(a)	Timing of Election	15
	(b)	Amount of Withdrawal	15
	(c)	Timing and Form of In Service Distribution	16
	(d)	Prior Early Distribution Elections	16
5.5.	Hardship Distributions		17
5.6.	Disability		18
5.7.	Unscheduled Withdrawals		19
5.8.	Small Benefit		20
5.9.	Settlement and Valuation Dates		20
5.10.	Augmentation Benefit		20
5.11.	Withholding and Payroll Taxes		21
5.12.	Recipients of Payments		21
5.13.	No Other Benefits		21
Section 6.	Conditions Related to Benefits		21
6.1.	Administration of Plan		21
6.2.	No Right to Assets		22
6.3.	No Employment Rights		22
6.4.	Right to Terminate or Amend Plan		22
6.5.	Eligibility		23
6.6.	Offset		23
6.7.	Arbitration		24
Section 7.	Miscellaneous		24
7.1.	Nonassignability		24
7.2.	Gender and Number		25


7.3.	Notice	25
7.4.	Validity	25
7.5.	Applicable Law	25
7.6.	Successors in Interest	25
7.7.	No Representation on Tax Matters	25

iii

LAM RESEARCH CORPORATION

ELECTIVE DEFERRED COMPENSATION PLAN

Amended and Restated

Effective January l, 2003

Section 1. Statement of Purpose

The Lam Research Corporation Elective Deferred Compensation Plan (the “Plan”), which is sometimes also identified in election forms and beneficiary designation forms as the Executive Deferral Plan or the Executive Deferred Compensation Plan, has been adopted by Lam Research Corporation (“Company”) to attract, retain, motivate and provide financial security to highly compensated or management employees (the “Participants”) who render services to the Company and its Subsidiaries. The Company hereby declares that its intention is to create an unfunded Plan primarily for the purpose of providing a select group of management or highly compensated employees of the Company and its Subsidiaries with deferred compensation in accordance with their individual elections. It is also the intention of the Company that the Plan be an “employee pension benefit plan” as defined in Section 3(2) of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) and that the Plan be the type of plan described in Sections 201(2), 301(3) and 401(a)(1) of Title I of ERISA. The Company is the “named fiduciary” of the Plan for purposes of Section 402(a)(2) of ERISA.

This amended and restated Plan amends and restates the Plan which was originally effective on February 1, 1994 and is effective as of January 1, 2003.

Section 2. Definitions

2.1. Account . “Account” means the record-keeping device used by the Company to measure and determine the amounts to be paid to a Participant or his Beneficiary under the Plan.

2.2. Beneficiary . “Beneficiary” means the beneficiary designated or deemed designated by a Participant pursuant to Section 5.3(d).

2.3. Board . “Board” means the Board of Directors of the Company.

2.4. Change in Control . “Change in Control” means a change in control with respect to the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Act”) or any successor thereto; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13 (d) and 14 (d) of the Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of voting securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding Voting Securities; or (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted

into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets. As used herein, “Voting Securities” shall mean any securities which vote generally in the election of directors.

2.5. Committee . “Committee” means the Deferred Compensation Plan Committee established by the Board.

2.6. Declared Rate . “Declared Rate” means with respect to any Plan Year an effective annual yield equal to one hundred percent (100%) of the 120-month rolling average stated rate of ten-year United States Treasury Notes as of August 31st of the preceding Plan Year.

2.7. Deferral Commitment . “Deferral Commitment” means a deferral commitment made by a Participant pursuant to Section 3 for which a Participation Agreement has been submitted by the Participant to the Company.

2.8. Deferral Period . “Deferral Period” means a period over which a Participant elects to defer base salary or bonus, as set forth in the Participation Agreement.

2.9. Disability . “Disability” means any Termination of Employment during the life of a Participant and prior to Retirement by reason of a Participant’s total and permanent disability, as determined by the Committee in its sole and absolute discretion. A Participant who applies and qualifies for disability benefits under any long-term

disability plan or policy provided by the Company or a Subsidiary (“LTD Plan”) shall qualify for Disability under this Plan. A Participant who fails to qualify for disability benefits under a LTD Plan (whether or not the Participant makes application for disability benefits thereunder) shall not be deemed to be totally and permanently disabled under this Plan, unless the Committee otherwise determines, based upon the opinion of a qualified physician or medical clinic selected by the Committee, that a condition of total and permanent disability exists.

2.10. Employee . “Employee” means any person who regularly performs Services on a full-time basis for the Company or a Subsidiary as a common law employee thereof, and who receives a salary plus employee benefits normally made available to persons of similar status.

2.11. Employment or Service . “Employment” or “Service” means any continuous period of employment during which an Employee is actively engaged in performing services for the Company and its Subsidiaries plus the term of any leave of absence approved by the Committee.

2.12. Financial Hardship . “Financial Hardship” means an immediate and substantial financial need of the Participant or Beneficiary, determined by the Committee on the basis of written information supplied by the Participant or Beneficiary in accordance with such standards as are, from time to time, established by the Committee.

2.13. In Service Distribution . “In Service Distribution” means a distribution prior to Termination of Employment pursuant to Section 5.4.

2.14. Participant . “Participant” means any Vice President, Director or other Employee selected by the Committee, in its sole and absolute discretion, who enters into an agreement to participate in this Plan.

2.15. Participation Agreement . “Participation Agreement” means the deferral election form submitted by a Participant to the Company with respect to a Deferral Commitment.

2.16. Plan Year . “Plan Year” means the calendar year.

2.17. Retirement . “Retirement” with respect to the Plan means any Termination of Employment during the life of a Participant on or after the date on which the sum of the Participant’s age and Years of Service equals 60 or more (if earlier, the date on which a Participant in the Plan before January 1, 2003 attains age 50 and completes at least 7 Years of Service (4 Years of Service if the Participant attained age 50 before participating in the Plan)).

2.18. Retirement Rate . “Retirement Rate” means with respect to any Plan Year one hundred fifteen percent (115%) of the Declared Rate for that Plan Year, or such higher rate as may be approved by the Committee.

2.19. Subsidiary . A “Subsidiary” of the Company is any corporation, partnership, venture or other entity in which the Company owns at least 50% of the capital stock or otherwise has a controlling interest as determined by the Board, in its sole and absolute discretion.

2.20. Termination of Employment . “Termination of Employment” means the ceasing of the Participant’s Employment for any reason whatsoever, whether voluntarily or involuntarily.

2.21. Year . A “Year” is a period of twelve consecutive calendar months.

2.22. Year of Service . “Year of Service” means each complete year of continuous Service as an Employee of the Company and its Subsidiaries beginning with the date of Employment with the Company and its Subsidiaries. Years of Service shall be deemed to have begun as of the first day of the calendar month of Employment and to have ceased on the last day of the calendar month of Employment.

Section 3. Participation and Deferral Commitments

3.1. Eligibility and Participation .

(a) Eligibility . Eligibility to make a Deferral Commitment shall be limited to Vice Presidents and above, Directors and other executives of the Company or its Subsidiaries who are selected by the Committee.

(b) Participation . An eligible individual may elect to participate in the Plan by submitting a Participation Agreement to the Company prior to such date preceding the Deferral Period as the Company may determine.

3.2. Basic Forms of Deferral; Minimum Deferral . A Participant may elect in a Participation Agreement to defer salary, bonus or commissions, as follows:

(a) Salary . A Participant may elect to defer a portion of base salary for the Deferral Period. The amount to be deferred shall be stated as a specified dollar

amount or whole number percentage of base salary, but not to exceed 100% of base salary.

(b) Bonus or Commissions . A Participant may elect to defer bonus or commission amounts to be paid by the Company for Services during the Deferral Period. The amount to be deferred shall be stated as either (i) a whole number percentage o£ such bonus or commission or (ii) a whole number percentage of such bonus or commission above a specified dollar amount.

3.3. Limitations on Deferrals . The following limitations on deferrals shall apply:

(a) Minimum Deferrals . The minimum combined annual deferrals of salary and bonus shall be $5,000 per year.

(b) Maximum Deferrals . A Participant may not defer more than one hundred percent (100%) of the salary and one hundred percent (100%) of the bonus or commissions paid in any Plan Year.

(c) Waiver; Committee Discretion . The Committee may further limit the minimum or maximum amount deferred by any Participant or group of Participants, or waive the foregoing minimum and maximum limits for any Participant or group of Participants, for any reason.

3.4. Modification of Deferral Commitments . Unless otherwise determined by the Committee, Deferral Commitments shall be irrevocable during any Plan Year, except that the Committee may permit a Participant to reduce the amount to be deferred, or

waive the remainder of the Deferral Commitment, upon a finding that the Participant has suffered a Financial Hardship.

Section 4. Deferred Compensation Accounts

4.1. Accounts . For record-keeping purposes only, an Account shall be maintained for each Participant.

4.2. Deferred Compensation . A Participant’s deferred compensation shall be credited to the Participant’s Account as of the date when the corresponding non-deferred portion of the compensation is paid or would have been paid but for the Deferral Commitment. Any withholding of taxes or other amounts with respect to deferred compensation that is required by federal, state or local law shall be withheld from the Participant’s nondeferred compensation to the maximum extent possible with any excess being withheld from the Participant’s Deferral Commitment or Account. A Participant who elects to defer 100% of salary, bonus and/or commissions may choose to cover payment of withholding taxes or other amounts by making payments to the Company by check in lieu of having amounts withheld from deferrals.

4.3. Crediting of Investment Return . A Participant’s Account shall consist of a fixed return subaccount and a variable return subaccount. All amounts credited to a Participant’s Account shall be credited to the fixed return subaccount except that such amounts shall be credited to the variable return subaccount to the extent they are deemed invested at the Participant’s direction in such variable return investment vehicles as the Committee makes available in accordance with such procedures as the Committee may establish from time to time.

(a) Variable Return Subaccount . A Participant’s variable return subaccount shall also be credited as of each valuation date with the deemed investment return since the immediately preceding valuation date based on the balance of the subaccount as of that earlier date. The deemed investment return shall be based on the increase or decrease in the total value of the investment vehicles in which the Participant’s variable return subaccount is deemed invested, determined as if any dividends payable with respect to such an investment vehicle are reinvested in that investment vehicle.

(b) Fixed Return Subaccount . A Participant’s fixed return subaccount shall also be credited monthly with interest based on the rates specified below, compounded annually. Interest shall be credited as of each valuation date from the dates when amounts are credited to the fixed return subaccount based on the balance of the subaccount.

(i) Interest Rate During Employment . During a Participant’s Employment, the Participant’s fixed return subaccount shall be credited with interest on a monthly basis during each Plan Year at the Declared Rate which is applicable for that Plan Year.

(ii) Interest Rate After Retirement . Following Retirement, the Participant’s fixed return subaccount shall be credited with interest on a monthly basis during each Plan Year at the Retirement Rate which is applicable for that Plan Year.

(iii) Interest Rate After Termination of Employment . After the end of the calendar quarter following Termination of Employment for reasons other than

Retirement, death or Disability, the Participant’s fixed return subaccount shall be credited with interest on a monthly basis during each Plan Year at 80% of the Declared Rate which is applicable for that Plan Year.

(iv) Interest Rate After Participant’s Death . Following a Participant’s death, the Participant’s fixed return subaccount shall be credited with interest on a monthly basis during each Plan Year at the Retirement Rate, Declared Rate or 80% of the Declared Rate which is applicable for that Plan Year, depending on whether the subaccount was entitled to be credited with the Retirement Rate, Declared Rate or 80% of the Declared Rate immediately prior to the Participant’s death.

(v) Interest Rate for Active Participants After a Change in Control . Notwithstanding any other provision of the Plan to the contrary, if a Change in Control occurs during a Participant’s Employment, the remaining balance in the Participant’s fixed return subaccount shall be retroactively credited with interest at the Retirement Rate, instead of the Declared Rate for each Plan Year, and shall also be credited with the Retirement Rate for each Plan Year following the Change in Control.

4.4. Determination of Accounts . A Participant’s Account as of each valuation date shall consist of the balance of each of the Participant’s subaccounts constituting the Account as of the immediately preceding valuation date, plus the Participant’s deferred compensation, investment return and reallocations from the Participant’s other subaccount which are credited to such subaccount and minus any distributions or reallocations made from such subaccount since the immediately preceding valuation date.

4.5. Vesting of Accounts . Each Participant shall be one hundred percent (100%) vested at all times in the amounts credited to such Participant’s Account, subject to the provisions stated in Sections 2.17, 2.18 and 4.3.

4.6. Statement of Accounts . The Company shall submit to each Participant annual or more frequent statements setting forth the Account balances maintained for the Participant.

Section 5. Benefits

5.1. Form of Retirement Benefit Payment . Retirement benefits payable following Retirement will be paid in accordance with the form elected by the Participant on an election form prescribed by the Company for designation of form of payment. A Participant may change his election of the form of payment of his retirement benefits without penalty at any time not later than 12 months prior to his Retirement. Any change within 12 months prior to Retirement will be subject to the same penalty which applies under Section 5.7. Otherwise, a Participant’s election as expressly provided in the Plan. The available forms of payment after Retirement are as follows:

(a) Lump Sum . A lump sum payment after Retirement.

(b) Installment Payments . Annual installment payments in substantially equal payments over a payment period of 2 to 20 years, as elected by the Participant. The amount of the annual installments shall be redetermined effective as of January 1 of each year based on the remaining Account balance and the remaining number of installment payments. If no election is made, retirement benefits will be paid in annual installments over 15 years.

(c) Deferred Payments . A Participant may elect, in the election form for designation of form of payment, to have the lump sum or installment payments which are payable following Retirement commence in January of the year following Retirement or in January of any year not more than 20 years following Retirement (but not later than age 70).

(d) Payments After a Change in Control . Notwithstanding any other provision of the Plan to the contrary, if a Change in Control occurs during a Participant’s Employment, a Participant may elect any of the forms of payments which are available under this Section 5.1, whether or not the Participant is eligible for Retirement, and may elect to have such benefits commence at any time following Termination of Employment (but not later than age 70). Such election must be made at any time prior to the Change in Control or otherwise not later than 12 months prior to the Participant’s Retirement or Termination of Employment.

5.2. Form of Benefit Payment Upon Termination of Employment . Termination benefits payable upon a Participant’s Termination of Employment before Retirement for reasons other than Disability or death shall be paid in a lump sum or up to three equal annual installments, at the Committee’s discretion, following Termination of Employment. Amounts will continue to be credited on unpaid Account balances following such Termination of Employment; provided, however, that interest will be credited on unpaid fixed return subaccount balances at 80% of the Declared Rate which is applicable for each Plan Year.

A Participant who has more than 5 years of participation in the Plan may elect not later than 12 months prior to his Termination of Employment to have termination benefits paid in installment payments over 5 years, rather than in a lump sum. If the Participant does not make a timely election to receive installment payments, termination benefits will be paid in a lump sum.

A Participant may elect not later than 12 months prior to his Termination of Employment to receive or commence receiving termination benefits either (a) within 30 days after the end of the calendar quarter in which Termination of Employment occurs or (b) in January following Termination of Employment. If the Participant does not make a timely election, termination benefits will be paid or commence within 30 days after the end of the calendar quarter in which Termination of Employment occurs.

5.3. Survivor Benefits

(a) Survivor Benefits . If a Participant dies before commencement of payment of benefits with respect to his Account, the Company will pay survivor benefits to the Participant’s Beneficiary in accordance with the method of payment which the Participant had elected for payment of his survivor benefits for the Account. Payments will commence upon the Participant’s death, irrespective of when retirement benefits would have commenced if the Participant had survived. The available forms of payment of survivor benefits are (a) a lump sum or (b) annual installment payments in substantially equal payments over a payment period of 2 to 10 years, as elected by the Participant. However, irrespective of the Participant’s election, the survivor benefit for an Account balance of less than $50,000 will be paid in a lump sum.

If a Participant dies after the commencement of payment of benefits with respect to his Account, the Company will pay to the Participant’s Beneficiary the remaining installments of any such benefit that would have been paid to the Participant had the Participant survived.

(b) Amount of Survivor Benefits . The survivor benefit will normally be the Account balance. However, if a Participant dies during Employment and prior to completing a Deferral Commitment which commenced before 1999, and the Participant has not previously received a distribution or withdrawal with respect to such Deferral Commitment, the survivor benefit for such Deferred Commitment will be the projected Deferral Commitment, as determined by the Committee. An appropriate adjustment, as determined by the Committee, will be made in the amount of the survivor benefit if the Participant has received a distribution or withdrawal with respect to such Deferral Commitment.

(c) Investment Return . After a Participant’s death, the investment return shall be credited for each Plan Year (or portion thereof after the Participant’s death) to the fixed return subaccount component of the Participant’s Account in accordance with the provisions of Section 4.3(iv) or to the variable return subaccount component of the Participant’s Account in accordance with the general provisions of Section 4.3, as applicable.

(d) Designation of Beneficiary to Receive Survivor Benefit Payments . A Participant shall have the right to designate a Beneficiary or Beneficiaries to receive payments which may become due under this Plan following his death. Such designation

shall be made on a form prescribed by and delivered to the Company. The Participant shall have the right to change or revoke any such designation from time to time by filing a new designation or notice of revocation with the Company, and no notice to any Beneficiary nor consent by any Beneficiary shall be required to effect any such change or revocation. If a Participant should fail to designate a Beneficiary before his demise, or if no designated Beneficiary survives the Participant, the Participant’s estate shall be deemed his Beneficiary and the Company shall make any payments which become due under this Plan following the Participant’s death to the executor or administrator for his estate. After the Participant’s death, the Beneficiary may direct the deemed investments of the Participant’s variable return subaccount or the transfer of all or part of the balance of such subaccount to the Participant’s fixed return subaccount in accordance with such procedures as the Committee may establish from time to time.

5.4. In Service Distributions . A Participant may elect to receive up to 3 in service distributions from his Account at any time prior to Termination of Employment (“In Service Distribution”) subject to the following restrictions:

(a) Timing of Election . The election to take an In Service Distribution from an Account must be made at the time of making the initial Deferral Commitment for such In Service Distribution.

(b) Amount of Withdrawal . The amount which a Participant can elect to receive as an In Service Distribution with respect to an Account must be a whole number percentage or specified dollar amount up to one hundred percent (100%) of the

Participant’s Account balance. The entire Account balance will be distributed in a lump sum if the remaining Account balance is less than $5,000.

(c) Timing and Form of In Service Distribution . The In Service Distribution shall be paid in a single lump sum or 2 to 4 annual installments, commencing at the time elected by the Participant in the election form in which the In Service Distribution option is elected. In no event shall an In Service Distribution be made prior to the third year following the start of the Deferral Period for such In Service Distribution election.

(d) Prior Early Distribution Elections . All prior “Early Distribution” elections which were made under the Plan prior to December 31, 1998 shall be converted to an In Service Distribution election as of January 1, 1999, based on the applicable dollar amount or percentage of the Participant’s Account balance as of that date. Such In Service Distribution shall be paid according to the Participant’s original election of an “Early Distribution,” but otherwise shall be subject to the provisions of this Section 5.4.

If a Participant who has elected an In Service Distribution has a Termination of Employment prior to the In Service Distribution date elected by the Participant, the Participant’s election to receive an in Service Distribution will be disregarded and shall be void. In such event, the Participant’s Account will be paid out as follows:

(a) Retirement . If Termination of Employment is due to Retirement, the Participant’s Account will be paid out in accordance with the Participant’s election for

payment of retirement benefits for the Account or, if no retirement benefit election was made for the Account, in a lump sum.

(b) Termination of Employment Before Retirement . If Termination of Employment occurs prior to Retirement for reasons other than death or Disability, the Participant’s Account will be paid out in accordance with Section 5.2.

(c) Death . If Termination of Employment is due to death of the Participant, the Company will pay survivor benefits to the Participant’s beneficiary pursuant to Section 5.3 in accordance with the method of payment which the Participant had elected for payment of his survivor benefits for the Account.

(d) Disability . If Termination of Employment is due to Disability of the Participant, the Participant’s Account will be paid out in accordance with Section 5.6.

If a Participant has a Termination of Employment after the commencement of payment of In Service Distribution benefits with respect to his Account, the Company will pay to the Participant (or the Participant’s Beneficiary in the event of the Participant’s death) the remaining installments of the In Service Distribution benefits for the Account at the same time as such payments would have been made to the Participant if the Participant had not had a Termination of Employment.

5.5. Hardship Distributions . Upon finding that a Participant or Beneficiary has suffered a Financial Hardship, the Committee may, in its sole discretion, make distributions from an Account prior to the time specified for payment of benefits under the Plan. The amount of such distributions shall be limited to the amount reasonably necessary to meet the Participant’s or Beneficiary’s requirements during the Financial

Hardship. Applications for hardship distributions and determinations thereon by the Board shall be in writing, and a Participant or Beneficiary may be required to furnish written proof of the Financial Hardship.

5.6. Disability . If a Participant suffers a Disability, the Participant’s Deferral Commitments will cease except for any salary, bonuses or commissions which may be payable thereafter. Sick pay may not be deferred. Years of Service will not be credited following a Participant’s Disability. The fixed return subaccount component of the Participant’s Account shall continue to be credited with interest at the Declared Rate or the Retirement Rate after the Participant’s Disability depending on whether the subaccount was entitled to be credited with the Declared Rate or the Retirement Rate immediately prior to the Participant’s Disability.

The Participant’s Account for which benefit payments have not yet commenced will be paid out commencing when the Participant attains age 50 in accordance with the method of payment which the Participant has elected for payment of retirement benefits with respect to the Account or, if no retirement benefit election was made for the Account, in a lump sum. The Participant’s Account for which In Service Distribution benefits have commenced will continue to be paid in accordance with Section 5.4.

If a Participant dies prior to completion of payment of benefits with respect to an Account, the Company will pay survivor benefits to the Participant’s Beneficiary in accordance with Section 5.3.

A Participant who suffers a Disability may request payment of benefits as a hardship distribution in accordance with Section 5.5.

Notwithstanding the foregoing, any distribution may be delayed if the Committee determines that such distribution would result in a reduction of any disability benefits payable to the Participant under disability plans sponsored by the Company.

5.7. Unscheduled Withdrawals . Notwithstanding any other provisions of the Plan, a Participant or a Beneficiary of a deceased Participant may elect at any time to receive an immediate lump sum payment of the balance of his Account, reduced by a penalty, which shall be forfeited to the Company, equal to ten percent (10%) (or six percent (6%) within two years after a Change in Control) of the balance of such Account, in lieu of payments in accordance with the form previously elected by the Participant. However, the penalty shall not apply if the Committee determines, based on advice of counsel or a final determination by the Internal Revenue Service or any court of competent jurisdiction, that by reason of the foregoing provision the Participant has recognized or will recognize gross income for federal income tax purposes under this Plan in advance of payment to him of Plan benefits.

Whenever a Participant receives a lump sum payment under this Section 5.7, the Participant will be deemed to elect to discontinue all current deferrals under the Plan effective as of the date of the lump sum payment. The Participant will not be permitted to participate in the next enrollment period under the Plan and will be precluded from electing to make new deferrals under the Plan for a minimum period of one year following receipt of the lump sum payment.

5.8. Small Benefit . Notwithstanding any election made by the Participant, the Company, in its sole discretion, may direct payment of any benefit for an Account in the form of a lump sum payment to the Participant or any Beneficiary, if the lump sum amount of the remaining Account balance which is payable to the Participant or Beneficiary is less than $25,000 for the Account.

5.9. Settlement and Valuation Dates . Lump sum payments or the commencement of installment payments will occur on a “Settlement Date” within 30 days after the end of the calendar quarter in which a Participant becomes entitled to receive benefits. The “Valuation Date” which will be used to value the Participant’s Account will be the last day of the preceding quarter before the “Settlement Date.” For example, a lump sum payment made at the end of January will be based on the Participant’s Account balance as of the preceding December 31.

5.10. Augmentation Benefit . For each Plan Year, the Company shall credit to the Participant’s account the amount by which the Company matching or discretionary contribution that would otherwise have been made by the Company under its 401(k) Plan for such Participant for the Plan Year is reduced by reason of the reduction in the Participant’s compensation for the Plan Year due to deferrals under this Plan. The Company’s contribution shall be credited to the Participant’s account as soon as administratively possible after the end of each Plan Year. A Participant’s interest in any augmentation benefit and earnings thereon shall vest at the same rate and at the same time as would have been the case had such contribution been made to the 401(k) Plan. Amounts shall be credited on an augmentation benefit at the same rate as other deferrals

by the Participant in accordance with Section 4.3 at such times and in such manner as the Committee may determine.

Upon Retirement, Disability, death or other Termination of Employment, the Company shall pay to the Participant (or his Beneficiary in the event of the Participant’s death) an amount equal to the value of the Participants vested balance in his special augmentation account in one lump sum payment.

Participants who in any Plan Year are not entitled to receive a Company contribution under the 401(k) Plan will not be entitled to receive a Company contribution under this Plan to an augmentation account for such Plan Year.

5.11. Withholding and Payroll Taxes . The Company shall withhold from payments made hereunder any taxes required to be withheld by the Federal or any state or local government.

5.12. Recipients of Payments . All payments to be made by the Company under the Plan shall be made to the Participant during his lifetime. All subsequent payments under the Plan shall be made by the Company to the Participant’s Beneficiary.

5.13. No Other Benefits . The Company shall pay no benefits hereunder to the Participant or his Beneficiary by reason of Termination of Employment or otherwise, except as specifically provided herein.

Section 6. Conditions Related to Benefits

6.1. Administration of Plan . The Committee is authorized to administer the Plan and to interpret, construe and apply its provisions in accordance with its terms. The Committee may establish, adopt or revise such rules and regulations as it may deem

necessary or advisable for the administration of the Plan. All decisions of the Committee shall be by vote or written consent of the majority of its members and shall be final and binding.

6.2. No Right to Assets . Neither a Participant nor any other person shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Company or its Subsidiaries whatsoever, including, without limiting the generality of the foregoing, any specific funds or assets which the Company, in its sole discretion, may set aside in anticipation of a liability hereunder. A Participant shall have only an unsecured contractual right to the amounts, if any, payable hereunder.

6.3. No Employment Rights . Nothing herein shall constitute a contract of continuing employment or in any manner obligate the Company or its Subsidiaries to continue the Service of a Participant, or obligate a Participant to continue in the Service of the Company or its Subsidiaries, and nothing herein shall be construed as fixing or regulating the compensation paid to a Participant.

6.4. Right to Terminate or Amend Plan . The Company reserves the sole right to terminate the Plan at any time prior to a Change in Control and to terminate a Participation Agreement with any Participant at any time prior to a Change in Control. In the event of such termination of the Plan or a Participant’s Participation Agreement, a Participant shall be entitled only to his Account balance under the Plan as of the time of the termination of the Plan or his Participation Agreement. The Company further reserves the right in its sole discretion to amend the Plan in any respect at any time prior to a Change in Control, except that no amendment of the Plan that reduces the Account

balance theretofore accrued by the Participant shall be effective. Any action pursuant to this Section 6.4 shall be taken by the Board, or any committee thereof which has been expressly authorized by the Board to take such action. Any amendment of the Plan which makes a prospective change in the future interest rate credited under the Plan will become effective not sooner than 30 days after written notice of such amendment is furnished to the Participants. The Company may not terminate or amend the Plan at any time within two years after a Change in Control. Thereafter, the Company may terminate or amend the Plan subject to the same limitations which apply prior to a Change in Control.

6.5. Eligibility . Eligibility to participate in the Plan is expressly conditional upon an Employee’s furnishing to the Company certain information and taking physical examinations and such other relevant action as may be reasonably requested by the Company. Any Employee or Participant who refuses to provide such information or to take such action shall not be enrolled as or shall cease to be a Participant under the Plan. Any Participant who commits suicide during the two-year period beginning on the date of his Participation Agreement, or who makes any material misstatement of information or nondisclosure of medical history, will not receive any benefits under the Plan, but will only be entitled to repayment in a lump sum of his Account balances with interest credited on the fixed return subaccount component at the Declared Rate which is applicable for each Plan Year.

6.6. Offset . If at the time payments or installments of payments are to be made hereunder, any Participant or his Beneficiary is indebted to the Company or its

Subsidiaries, then the payments remaining to be made to the Participant or his Beneficiary may, at the discretion of the Committee, be reduced by the amount of such indebtedness; provided, however, that an election by the Committee not to reduce any such payment or payments shall not constitute a waiver of any claim for such indebtedness.

6.7. Arbitration . Any controversy or claim arising out of or relating to this Plan or any Participation Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall occur in Alameda or San Francisco County in California. The fees and expenses of any arbitration shall be awarded by the arbitrator(s).

Section 7. Miscellaneous

7.1. Nonassignability . Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof or interest therein, which are, and all rights to which are, expressly declared to be unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any person’s bankruptcy or insolvency.

7.2. Gender and Number . Wherever appropriate herein, the masculine may mean the feminine and the singular may mean the plural or vice-versa.

7.3. Notice . Any notice required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the principal office of the Company, directed to the attention of Corporate Human Resources. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.

7.4. Validity . In the event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.

7.5. Applicable Law . This Plan shall be governed and construed in accordance with the laws of the State of California.

7.6. Successors in Interest . This Plan shall inure to the benefit of, be binding upon, and be enforceable by, any corporate successor to the Company or successor to substantially all of the assets of the Company.

7.7. No Representation on Tax Matters . The Company makes no representation to Participants regarding current or future income tax ramifications of the Plan.

To be effective as of January 1, 2003, in Fremont, California, as an amendment and restatement of the Plan.


LAM RESEARCH CORPORATION

By	/s/ Jack R. Harris
	Its	Chairman

Exhibit 4.17

LAM RESEARCH CORPORATION

ELECTIVE DEFERRED COMPENSATION PLAN II

(Generally Effective January 1, 2005)

TABLE OF CONTENTS


ARTICLE 1. INTRODUCTION			1
1.1 Background			1
1.2 Status of Plan			1

ARTICLE 2. DEFINITIONS			1
2.1 “401(k) Plan”			1
2.2 “Account”			1
2.3 “Affiliate”			1
2.4 “Base Pay”			1
2.5 “Beneficiary”			1
2.6 “Bonus”			2
2.7 “Change in Control”			2
2.8 “Code”			2
2.9 “Committee”			2
2.10 “Company”			3
2.11 “Compensation”			3
2.12 “Crediting Rate”			3
2.13 “Disability”			3
2.14 “Effective Date”			3
2.15 “Election”			3
2.16 “Elective Deferral”			3
2.17 “Eligible Employee”			3
2.18 “Employer”			3
2.19 “ERISA”			4
2.20 “Fund”			4
2.21 “Fiscal Year”			4
2.22 “Grandfathered Deferral”			4
2.23 “Investment Rate”			4
2.24 “IRS”			4
2.25 “Matching Deferral”			4
2.26 “Participant”			4
2.27 “Plan”			4
2.28 “Plan Year”			4
2.29 “Retirement”			4
2.30 “Retirement Rate”			4
2.31 “Separation from Service”			4
2.32 “Unforeseeable Emergency”			6
2.33 “Year of Service”			6

ARTICLE 3. PARTICIPATION			6
3.1 Commencement of Participation			6
3.2 Continued Participation			6

ARTICLE 4. DEFERRALS			6
4.1 Elective Deferrals			6

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4.2 Matching Deferrals			9
4.3 Grandfathered Deferrals			9

ARTICLE 5. ACCOUNTS; INVESTMENTS; STATEMENTS; VESTING			9
5.1 Accounts			9
5.2 Investments			9
5.3 Payments			10
5.4 Statements			10
5.5 Vesting			10

ARTICLE 6. PAYMENTS			11
6.1 Time and Form of Payment.			11
6.2 Change in Control			12
6.3 Automatic Distributions			13
6.4 Changes in Time and Form of Payment			13
6.5 Specified Employees			13
6.6 Withholding			14
6.7 409A Income Inclusion			14

ARTICLE 7. COMMITTEE			14
7.1 Plan Administration and Interpretation			14
7.2 Powers, Duties, Procedures, Etc.			14
7.3 Information			15
7.4 Indemnification of Committee			15
7.5 Claims Procedure			15

ARTICLE 8. AMENDMENT AND TERMINATION			16
8.1 Amendments			16
8.2 Termination of Plan			16
8.3 Existing Rights			16

ARTICLE 9. MISCELLANEOUS			16
9.1 No Funding; Source of Payments			16
9.2 Non assignability; Domestic Relations Order			16
9.3 Limitation of Participants’ Rights			17
9.4 Participants Bound			17
9.5 Receipt and Release			17
9.6 Right to Offset			17
9.7 Governing Law			17
9.8 No Guarantee of Tax Consequences			17
9.9 Adoption by Other Employers			17
9.10 Headings and Subheadings			18

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LAM RESEARCH CORPORATION

ELECTIVE DEFERRED COMPENSATION PLAN II

(Generally Effective January 1, 2005)

ARTICLE 1. INTRODUCTION

1.1 Background . The Company previously adopted the Lam Research Corporation Elective Deferred Compensation Plan (the “Predecessor Plan”). The Company froze the Predecessor Plan effective as of December 31, 2004, and contributions and deferrals, the right to which were earned and vested by a Participant as of December 31, 2004, and investment earnings related to account balances in the Predecessor Plan as of December 31, 2004, shall continue to be governed by the Predecessor Plan. The Predecessor Plan is not subject to Code Section 409A. The Employers adopted the Lam Research Corporation Elective Deferred Compensation Plan II (the “Plan”), generally effective January 1, 2005 unless otherwise noted herein.

1.2 Status of Plan . The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and is intended to avoid subjecting Participants to taxation under Code Section 409A, and shall be interpreted and administered in a manner consistent with those intentions.

ARTICLE 2. DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 “401(k) Plan” means the Lam Research 401(k) Savings Plus Plan.

2.2 “Account” means, for each Participant, the account established for his or her benefit under Section 5.1.

2.3 “Affiliate” means any corporation or organization that together with an Employer is treated as a single employer under Section 414(b) or (c) of the Code.

2.4 “Base Pay” means the base salary payable by an Employer to an employee, including amounts that would have been payable to the employee as base salary but for an election under Section 125 of the Code, a deferral election under the 401(k) Plan, or a deferral election under this Plan.

Effective January 1, 2009, “Base Pay” shall not include imputed income on life insurance.

2.5 “Beneficiary” means the person or entity designated by the Participant to receive payments under this Plan in the event of the Participant’s death. Any designation of a

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Beneficiary shall be made by the Participant in a manner approved or prescribed by the Committee, shall be effective upon receipt by the Committee or its designee, and may be changed by the Participant at any time. If there is no such designation or no designated Beneficiary survives the Participant, the Participant’s estate shall be the deemed Beneficiary.

2.6 “Bonus” means a cash bonus payable by an Employer to an employee, including any portion of such a bonus that would have been payable to the employee but for an election under Section 125 of the Code, a deferral election under the 401(k) Plan, or a deferral election under this Plan, provided, however, that the Committee has designated such amount as a “Bonus” eligible for an Elective Deferral under this Plan prior to the deadline for making such election. Notwithstanding the preceding sentence, the term “Bonus” shall not include any amount arising from, or paid under or in connection with a stock appreciation right, stock option, restricted stock, stock unit, or other equity-based incentive award, plan or arrangement. A “ Fiscal Year Bonus ” means any Bonus that satisfies the requirements to be fiscal year compensation within the meaning of Treasury Regulation Section 1.409A-2(a)(6). A “ Performance Bonus ” means any Bonus that satisfies the requirements to be performance-based compensation within the meaning of Treasury Regulation Section 1.409A-1(e).

2.7 “Change in Control” means a change in control with respect to the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Act”) or any successor thereto; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13 (d) and 14 (d) of the Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of voting securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding Voting Securities; or (ii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a complete liquidation of the Company or a sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets. As used herein, “Voting Securities” shall mean any securities which vote generally in the election of members of the Company’s Board of Directors.

2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection. Similarly, reference to any Treasury Regulation includes reference to any succeeding provisions of any regulation or other applicable guidance that amends, supplements or replaces such regulation.

2.9 “Committee” means the Lam Research Corporation Deferred Compensation Plan Committee or any successor committee appointed by the Board of Directors of the Company or its delegate.

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2.10 “Company” means Lam Research Corporation, a Delaware corporation, and any successor entity.

2.11 “Compensation” means Base Pay and any Bonus payable by an Employer to an employee.

2.12 “Crediting Rate” shall mean an interest rate for a Plan Year, as determined by the Committee from time to time. The Crediting Rate for a given year shall reflect a “reasonable rate of interest” in accordance with Treasury Regulation § 31.3121(v)(2)-1(d)(2). The Committee may increase or decrease the Crediting Rate from one year to another; provided, that any change to the Crediting Rate must be done in a manner that is consistent with Code Section 409A and any guidance thereto, including, but not limited to, Treasury Regulations § 1.409A-6(a)(3) and (4).

2.13 “Disability” means any Separation from Service during the life of a Participant and prior to Retirement by reason of a Participant’s inability to engage in any substantial gainful activity by reason of medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of not less than 12 months. To the extent not otherwise contrary to Code Section 409A, a Participant who applies and qualifies for disability benefits under any long-term disability plan or policy provided by an Employer (“LTD Plan”) shall qualify for a Disability under this Plan. A Participant who fails to qualify for disability benefits under a LTD Plan (whether or not the Participant makes application for disability benefits thereunder) shall not be deemed to be totally and permanently disabled under this Plan, unless the Committee otherwise determines, based upon the opinion of a qualified physician or medical clinic selected by the Committee and in accordance with Code Section 409A, that the condition described in the preceding sentence exists.

2.14 “Effective Date” means generally January 1, 2005, unless otherwise noted herein.

2.15 “Election” means an election by a Participant, consistent with the terms of the Plan and in a form and manner satisfactory to the Committee, to make Elective Deferrals to the Plan for a Plan Year, and to specify a time and form of payment for amounts attributable to the allocations to the Participant’s Accounts (including Matching Deferrals) for such Plan Year.

2.16 “Elective Deferral” means the portion of Compensation which is deferred by a Participant under Section 4.1.

2.17 “Eligible Employee” means any Vice President or Director, or any other employee of an Employer selected by the Committee to participate in the Plan (Vice Presidents and Directors are automatically eligible to participate in the Plan, unless expressly excluded by the Committee). The Committee in its discretion may withdraw an employee’s status as an Eligible Employee at any time and for any reason effective with respect to a subsequent Plan Year.

2.18 “Employer” means the Company and any Affiliate that adopts the Plan with the consent of the Company as provided in Section 9.9.

2.19 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any

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comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

2.20 “Fund” shall mean, one or more of the investment funds selected by the Committee, or its designee, to which Participants may elect to make deemed investments pursuant to Section 5.2(a).

2.21 “Fiscal Year” means the fiscal year of the Company.

2.22 “Grandfathered Deferral” means a deferral made for the benefit of a Participant under Section 4.3.

2.23 “Investment Rate” shall mean, for each Fund, an amount equal to the daily net gain or loss related to such Fund; provided, however, that in no event shall the Investment Rate exceed the Crediting Rate.

2.24 “IRS” means the Internal Revenue Service of the United States of America.

2.25 “Matching Deferral” means a deferral made for the benefit of a Participant under Section 4.2.

2.26 “Participant” means any individual who participates in the Plan in accordance with Article 3.

2.27 “Plan” means Lam Research Corporation Elective Deferred Compensation Plan II, generally effective as of January 1, 2005, as from time to time in effect and including all amendments hereto.

2.28 “Plan Year” means the calendar year.

2.29 “Retirement” means any Separation from Service during the life of a Participant on or after the date on which the sum of the Participant’s age and Years of Service equals 60 or more.

2.30 “Retirement Rate” shall have the meaning provided to such term in the Predecessor Plan; provided, however, that in no event shall the Retirement Rate exceed the Crediting Rate.

2.31 “Separation from Service” means the termination of services provided by a Participant to his or her Employer (as defined in (c) below), whether voluntary or involuntary, as determined by the Committee in accordance with Treasury Regulation Section 1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(a) Except as otherwise provided in subsection (b) below, a Separation from Service will occur when such Participant has experienced a termination of employment with the Employer. A Participant will be considered to have experienced a termination of employment when the Participant has terminated employment and the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed for the Employer after a certain date,

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or (B) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer will be treated as continuing, provided that the period of the leave of absence does not exceed six months, or if longer, so long as the Participant has a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds six months and the Participant does not have a right to reemployment under an applicable statute or by contract, the employment relationship will be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such six-month period. In applying the provisions of this paragraph, a leave of absence will be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

(b) For a Participant who provides services to an Employer as both an employee and an independent contractor, a Separation from Service generally will not occur until the Participant has ceased providing services for the Employer as both an employee and an independent contractor. Except as otherwise provided herein, in the case of an independent contractor a Separation from Service will occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for the Employer, provided that the expiration of such contract or contracts is determined by the Employer to constitute a good-faith and complete termination of the contractual relationship between the Participant and the Employer. If a Participant ceases providing services for an Employer as an employee and begins providing services for such Employer as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for the Employer in both capacities, as determined in accordance with the applicable provisions set forth in subsections (a) and (b) of this Section.

Notwithstanding the foregoing provisions in this subsection, if a Participant provides services for an Employer as both an employee and as a member of the board of directors of an Employer, to the extent permitted by Treasury Regulation Section 1.409A-1(h)(5), the services provided by the Participant as a director will not be taken into account in determining whether the Participant has experienced a Separation from Service as an employee.

(i) The entity for whom the Participant performs services and with respect to which the legally binding right to the payment of benefits under this Plan arises; and

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(ii) All other entities with which the entity described in (i) above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (group of trades or businesses under common control), as applicable; provided, however, that an ownership threshold of 50% shall be used as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (1) Code Section 1563 and the regulations thereunder for determining a controlled group of corporations under Code Section 414(b), and (2) Treasury Regulation Section 1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

2.32 “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s designated Beneficiary, or a dependent (as defined in Section 152(a) of the Code without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code) of the Participant, loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. An unforeseeable emergency will not include the need to send a Participant’s child to college or the desire to purchase a home.

2.33 “Year of Service” means each complete year of continuous service as an employee to an Employer. Employment shall be deemed to have commenced on the first day of the month during which employment began with an Employer, and to have ceased on the last day of the month during which a Separation from Service occurs.

ARTICLE 3. PARTICIPATION

3.1 Commencement of Participation . An Eligible Employee shall become a Participant on (i) the effective date of an election to defer Compensation in accordance with Section 4.1, or (ii) the date upon which a Grandfathered Deferral is made by the Company for the benefit of an Eligible Employee.

3.2 Continued Participation . An individual who has become a Participant in the Plan shall continue to be a Participant so long as any amount remains credited to his or her Account.

ARTICLE 4. DEFERRALS

4.1 Elective Deferrals .

(a) Base Pay . An individual who is or will be an Eligible Employee as of any January 1 may elect to defer a designated whole percentage, not to exceed 100 percent, of all Base Pay, less applicable tax and other withholdings, that is payable to the individual for services to be performed on or after that date by filing an election with the Committee or its designee prior to that January 1 (or such earlier date as the Committee may prescribe). Any such election shall be irrevocable as of the December 31 immediately prior to such January 1 (or such earlier date as the Committee may prescribe). Notwithstanding the preceding provisions of this paragraph, a Participant may revoke or

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otherwise modify an existing election, or make a new deferral election, effective as of any January 1 subsequent to the date of such revocation, modified election, or new election, but only with respect to Base Pay earned thereafter. Such revocation, modification or new election must be delivered to the Committee or its designee no later than the December 31 immediately preceding the effective date of the election (or such earlier date as the Committee may prescribe). The same deferral percentage shall apply to each payment of Base Pay covered by the election.

(b) Bonuses . An individual who is or will be an Eligible Employee as of any January 1 may elect to defer a designated whole percentage, not to exceed 100 percent, of any Bonus that is payable to the individual for services to be performed on or after that date by filing an election with the Committee or its designee prior to that January 1 (or such earlier date as the Committee may prescribe). Any such election shall be irrevocable as of the December 31 immediately prior to such January 1 (or such earlier date as the Committee may prescribe). Notwithstanding the preceding provisions of this paragraph, a Participant may revoke or otherwise modify an existing election, or make a new deferral election, effective as of any January 1 subsequent to the date of such revocation, modified election, or new election, but only with respect to a Bonus earned thereafter. Such revocation, modification or new election must be delivered to the Committee or its designee no later than the December 31 immediately preceding the effective date of the election (or such earlier date as the Committee may prescribe).

(i) Fiscal Year Bonus . Notwithstanding the preceding provisions of this subparagraph (b), if permitted by the Committee, an individual who is an Eligible Employee may elect to defer a designated whole percentage, not to exceed 100 percent, of any Fiscal Year Bonus payable to the individual with respect to a Fiscal Year beginning after the date on which the election is made by filing an irrevocable election with the Committee or its designee before the first day of such Fiscal Year (or such earlier date as the Committee may prescribe). A Participant may revoke or otherwise modify an existing election, or make a new deferral election, effective with respect to a Fiscal Year Bonus to be paid for a Fiscal Year beginning after the date of such revocation, modified election, or new election, by filing an irrevocable election with the Committee or its designee before the first day of such Fiscal Year (or such earlier date as the Committee may prescribe).

(ii) Performance Bonus . Notwithstanding the preceding provisions of this subparagraph (b), if permitted by the Committee, an individual who is an Eligible Employee may elect to defer a designated whole percentage, not to exceed 100 percent, of any Performance Bonus for a performance period ending after the date of the election, by filing an irrevocable election with the Committee or its designee at least six months prior to the end of any such performance period (or such earlier date as the Committee may prescribe); provided, however, that the Eligible Employee performs services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the deferral election is made and that in no event may a deferral election be made after the Performance Bonus has become readily ascertainable

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as determined in accordance with Treasury Regulation Section 1.409A-2(a)(8). A Participant may revoke or otherwise modify an existing election, or make a new deferral election, effective with respect to a Performance Bonus to be paid for any performance period ending more than six months subsequent to the date of such revocation, modified election, or new election by filing an irrevocable election with the Committee or its designee at least six months prior to the end of any such performance period (or such earlier date as the Committee may prescribe); provided, however, that the Eligible Employee performs services continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date of the revocation, modified election, or new election, and that in no event may such a revocation, modified, election or new election be made after the Performance Bonus has become readily ascertainable as determined in accordance with Treasury Regulation Section 1.409A-2(a)(8).

(c) The provisions of paragraphs (a) and (b) above to the contrary notwithstanding, an individual who is identified by the Committee as an Eligible Employee during a Plan Year may be permitted to make an election to participate in the Plan with respect to Base Pay and Bonus earned during that Plan Year and subsequent to the filing of such election with the Committee or its designee, provided that such election is made within 30 days of the date that the Eligible Employee is notified by the Committee of his or her initial eligibility to participate in the Plan and other nonqualified deferred compensation plans treated as a single plan with this Plan under Code Section 409A; and provided further that if an Eligible Employee becomes an Eligible Employee after June 30 ^th of a Plan Year, the Eligible Employee’s election to participate will not become effective until the following Plan Year. Any such election shall be irrevocable as of the date filed with the Committee or its designee and shall apply only to Base Pay and Bonus earned for services performed after the date of the election.

(d) The provisions of paragraphs (a) and (b) above to the contrary notwithstanding, elections to defer Base Pay and Bonus in a Plan Year must collectively aggregate to no less than 5 percent during any Plan Year in order for any amount of Base Pay and Bonus to be deferred under this Plan.

(e) The provisions of paragraphs (a) and (b) above to the contrary notwithstanding, a Participant may cancel his election to defer Compensation for a Plan Year due to an Unforeseeable Emergency or on account of a hardship distribution under the 401(k) Plan (or another qualified retirement plan maintained by the Company) pursuant to Treasury Regulation Section 1.401(k)-1(d)(3), or any subsequent guidance. Any subsequent election to defer receipt of Compensation by a Participant who cancels his election under this Section 4.1(e) is subject to the election timing requirements set forth in Section 4.1.

(f) For purposes of this Plan, any amount of Base Pay that is payable after the end of the Plan Year solely for services performed during the final payroll period (described in Code Section 3401(b)) containing the last day of the Plan Year, where the amount is payable pursuant to the timing arrangement under which the Employer normally compensates the Participant for services performed during a payroll period (described in

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Code Section 3401(b)), shall be treated as Base Pay for services performed in the subsequent Plan Year in which the Base Pay is actually payable.

(g) Any Election by an Eligible Employee to make Elective Deferrals under the Plan shall continue for all future Plan Years and shall be irrevocable with respect to future Compensation as of the last permissible date for making an Election under Code Section 409A.

4.2 Matching Deferrals . For each Plan Year in which the Participant makes elective deferrals under the 401(k) Plan, to the extent the Participant’s matching contribution under the 401(k) Plan is reduced as a result of the Participant’s contributions to this Plan, the Company shall credit to the applicable Participant’s account the amount by which the Company matching that would otherwise have been made by the Company under the 401(k) Plan for such Participant for the Plan Year is reduced by reason of the reduction in the Participant’s Base Pay or Bonus for the Plan Year due to deferrals under this Plan. The Company’s contribution shall be credited to the Participant’s account as soon as administratively possible after the end of each Plan Year. Participants who in any Plan Year are not entitled to receive a Company contribution under the 401(k) Plan, or do not participate in the Company’s 401(k) Plan, shall receive a matching contribution under this Plan in an amount equal to what the Participant would have been entitled to receive under the 401(k) Plan had the Participant made the maximum deferrals under the 401(k) Plan.

4.3 Grandfathered Deferrals . The Company shall credit to an applicable Participant’s Account the amount of Company contributions that a Participant would have become entitled to under Section 4.3(b)(v) of the Predecessor Plan, but for the fact that the Predecessor Plan was frozen effective December 31, 2004. For the avoidance of doubt, all Grandfathered Deferrals, if any, shall be deemed to have been made under the Plan.

ARTICLE 5. ACCOUNTS; INVESTMENTS; STATEMENTS; VESTING

5.1 Accounts . A Participant’s Account shall be credited with the amounts of Elective Deferrals, Matching Deferrals and Grandfathered Deferrals and any adjustments related to investments as provided in Section 5.2. Each Account shall consist of up to seven (7) subaccounts that shall be maintained for each Participant by an Employer. Up to five (5) Elective Deferral subaccounts, which may be any combination of Retirement Subaccounts and Scheduled Distribution Subaccounts, shall be maintained for the Participant and credited with the Participant’s Elective Deferrals as provided in Section 5.1 . One (1) Matching Deferral subaccount may be maintained for a Participant and shall be credited with Matching Deferrals, if any, credited on behalf of a Participant as provided in Section 4.2. One (1) Grandfathered Deferral subaccount may be maintained for a Participant and shall be credited with Grandfathered Deferrals, if any, credited on behalf of a Participant as provided in Section 4.3. Each subaccount may be further divided into separate accounts for investment purposes to accommodate the direction of investments as provided in Section 5.2 .

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5.2 Investments .

(a) Investment Funds . The Committee shall select from time to time, in its sole and absolute discretion, investment funds of various types (“Funds”) that shall be communicated to the Participant. The investment rate of each Fund (“Investment Rate”) shall be used to determine the amount of earnings or losses to be credited to each Account. The Committee, in its sole and absolute discretion, may change or replace Funds available under the Plan at any time. A Participant’s deemed investment choices may be changed from time to time in accordance with the procedures established by the Committee.

(b) Investment Elections . In accordance with the procedures established by the Committee, each Participant shall make an election regarding the manner that the amounts credited to his or her Account under Article 4 shall be deemed to be invested for purposes of determining the amount of earnings or losses to be credited to such Account. If no such election is made, each Account shall be deemed invested in the Money Market.

(i) Elective Deferrals and Matching Deferrals . At the end of each business day, the Committee shall credit each Participant’s Elective Deferral Subaccounts and Matching Deferral Subaccount with the Investment Rate performance for such day less any distributions or withdrawals made during such day from such subaccounts, plus the Investment Rate performance on any amounts credited to such subaccounts during such day. In addition, payments under Article 6 shall include the Investment Rate performance on the amount of such payments on a daily basis.

(ii) Grandfathered Deferrals . At the end of each business day, the Committee shall credit each Participant’s Grandfathered Deferral Subaccount with the Retirement Rate performance for such day less any distributions or withdrawals made during such day from such subaccount, plus the Retirement Rate performance on any amounts credited to such subaccount during such day. In addition, payments under Article 6 shall include the Retirement Rate performance on the amount of such payments on a daily basis.

5.3 Payments . Each Participant’s Account shall be appropriately reduced by the amount of any payment made to or on behalf of the Participant under the Plan as of the date such payment is made.

5.4 Statements . Each Employer shall deliver to each Participant annual or more frequent statements setting forth the Account balances maintained for the Participant

5.5 Vesting . All amounts credited to the Elective Deferral subaccounts and to the Grandfathered Deferral subaccount, if any, shall be fully vested and nonforfeitable at all times except as set forth in Section 9.6. All amounts credited to the Matching Deferral subaccount, if any, shall vest at the same rate and at the same time as would have been the case had such contribution been made under the 401(k) Plan.

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ARTICLE 6. PAYMENTS

6.1 Time and Form of Payment .

(a) Transition Election . Prior to January 1, 2009 (or such earlier date as the Committee may prescribe), each Participant shall be permitted to change a previously elected date of distribution of Accounts to the extent permitted under IRS Notice 2005-1, Section XI.C. of the preamble to the Proposed Treasury Regulations promulgated under Code Section 409A, IRS Notice 2006-79, IRS Notice 2007-86 and any similar IRS guidance.

(b) Elective Deferrals . Prior to the date that an election to defer Base Pay or Bonus amounts becomes irrevocable under Section 4.1, each Participant shall elect the time and form of payment of up to five (5) Elective Deferral subaccounts from among the alternatives set forth in this Section 6.1. Each other individual who makes an initial election subsequent to January 1 to commence making Elective Deferrals to the Plan pursuant to Section 4.1 shall, on or before the deadline applicable to his or her initial election to begin making Elective Deferrals to the Plan, elect the time and form of payment from among the options set forth in this Section. The options available for the commencement of payment of Elective Deferrals from a Participant’s Account are:

(i) the 30 ^th day of the fourth calendar year, or the 30 ^th day of any subsequent calendar year selected by the Participant, in each case, following the January 1 for which a deferral election under Section 4.1 becomes irrevocable (a “Scheduled Distribution”); or

(ii) the 30 ^th day following the end of a calendar quarter in which Retirement occurs, the first day following the end of the calendar year in which Retirement occurs or the first day of any of the following 19 years (a “Retirement Distribution”).

(iii) The options available for the form of payment for a Scheduled Distribution are (A) a single lump sum payment, or (B) equal annual installments to be paid on the first day of a calendar year over a period elected by the Participant of up to 4 years.

(iv) The options available for the form of payment for a Retirement Distribution are (A) a single lump sum payment, or (B) equal annual installments to be paid on the first day of a calendar year over a period elected by the Participant of up to 20 years, provided, however, that all amounts must distributed prior to the 20 ^th anniversary of the first day following the end of the calendar year in which Retirement occurs.

(v) Each such election shall be irrevocable as of the deadline for making such election as provided above, except as otherwise provided in Section 6.4. In the event a Participant fails to make a valid election by the time provided in this Section, the Participant shall be deemed to have elected the earliest possible Scheduled Distribution to be paid in a lump sum.

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(vi) Other Separation from Service . Upon a Participant’s Separation from Service other than on account of the Participant’s Retirement, Disability (as determined by the Committee) or death, (A) if the Participant has participated in the Plan in less than 5 Plan Years, the Participant’s Elective Deferrals shall be paid to the Participant on the first day of the calendar quarter following the calendar quarter in which the Separation from Service occurs in a lump sum; or (B) if the Participant has participated in the Plan in at least 5 Plan Years, the Participant’s Elective Deferrals shall be paid to the Participant (1) on the first day of the calendar quarter following the calendar quarter in which the Separation from Service occurs in a lump sum, or (2) in equal annual installments to be paid on the first day of a calendar year over a period elected by the Participant of up to 5 years.

(vii) Death . If a Participant dies after to the commencement of payment of any Elective Deferral subaccount, then the payments related to such Elective Deferral subaccounts shall continue to be made to the Participant’s designated beneficiary or beneficiaries in accordance with the payment terms elected by the Participant for such Elective Deferral subaccounts. If a Participant dies prior to the commencement of payments under any Elective Deferral subaccount, then the payments related to such Elective Deferral subaccounts shall be made to the Participant’s designated beneficiary or beneficiaries in accordance with the payment terms elected by the Participant, which may include payment (A) in a lump sum on the first day of the calendar quarter following the calendar quarter in which the death occurs, or (B) in equal annual installments to be paid on the first day of the calendar year following death over a period elected by the Participant of up to 10 years. If the total amount allocated to the Participant’s Account is less than $50,000 as of the date of the Participant’s death, the Committee shall require a distribution of the entire Account in the form of a single lump sum payment to the Participant’s Beneficiary.

(c) Matching Deferrals . Upon Separation from Service, the Company shall pay to the Participant (or his Beneficiary in the event of the Participant’s death) an amount equal to the value of the Participants vested Matching Deferral subaccount on the first day of the calendar quarter following the calendar quarter in which the Separation from Service occurs in a lump sum.

(d) Grandfathered Deferrals . Grandfathered Deferrals. The Company shall pay to the Participant (or his Beneficiary in the event of the Participant’s death) an amount equal to the value of the Participants Grandfathered Deferral subaccount in accordance with the Predecessor Plan.

6.2 Change in Control . In the event of a Change in Control, all amounts credited to a Participant’s Account shall be distributed in a lump sum payment on the first business day of the 18 ^th month following such Change in Control; provided, however, that the provisions of Section 6.4 shall continue to be effective. Notwithstanding the preceding, a Change in Control shall not be deemed to have occurred with respect to the Account of a Participant for purposes of this

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Section unless such Change in Control also satisfies the requirements for a permitted distribution event with respect to such Participant for purposes of Code Section 409A(a)(2)(A)(v).

6.3 Automatic Distributions . Notwithstanding the preceding provisions of this Article 6, if the total amount credited to a Participant’s Account and any other plans required to be aggregated with this Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulation Section 1.409A-1(c)(2), is less than $25,000 as of the date that a Participant Separates from Service, the Committee shall require a distribution of the entire Account in the form of a single lump sum payment. Any payment made pursuant to this provision must result in the termination and liquidation of the entirety of the Participant’s interest under the Plan and any other plans required to be aggregated with this Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulations Section 1.409A-1(c)(2).

6.4 Changes in Time and Form of Payment . A Participant may change his or her previous payment elections under Section 6.1 regarding the time at which his or her Account or applicable subaccount will be paid or begin to be paid, or the form of such payment, or both, after commencing participation in the Plan provided that (i) no such change shall be effective until at least 12 months after the date on which such modified election is made, (ii) no change may be made less than twelve months prior to the date the payment is scheduled to be paid or, in the case of installment payments elected pursuant to Section 6.1 (which shall be treated for purposes of this Plan as a “single payment”), twelve months prior to the date the first amount was scheduled to be paid, and (iii) the payment made pursuant to any such subsequent election is deferred for a period of not less than five years from the date such payment was scheduled to be paid or, in the case of installment payments elected pursuant to Section 6.1 (which shall be treated for purposes of this Plan as a “single payment”), five years from the date the first amount was scheduled to be paid. A Participant’s election pursuant to this Section to change his or her previous payment elections shall be made in the manner prescribed by the Committee and shall become effective and be deemed to be “made” for purposes of the above provisions of this Section at the time received by the Committee or its designee, and shall be irrevocable upon such receipt. In the case of a payment that is scheduled to be made during a calendar quarter or such other time period longer than one day, such payment shall be deemed to be scheduled to be paid for purposes of this Section as of the first day of such time period.

6.5 Specified Employees . Any provision of the Plan to the contrary notwithstanding, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the date of the Participant’s Separation from Service, no distribution shall be made or commence with respect to such Participant pursuant to this Section sooner than six months from the date of such Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). In such case, all payments that were scheduled to be made within such six-month period shall be accumulated and paid in a single lump sum in the calendar quarter following the calendar quarter in which such six-month period ends. The determination of whether an individual is a “specified employee” shall be made in accordance with the applicable regulations and other guidance pursuant to Code Section 409A using the default provisions in such

regulations and other guidance unless another method permitted pursuant to such regulations and other guidance has been prescribed for such purpose by the Committee for application to all plans subject to Code Section 409A.

6.6 Withholding . There shall be deducted from all amounts paid under this Plan any taxes and other amounts required to be withheld by any Federal, state, local or other government. The Participant and/or his or her beneficiary (including his or her estate) shall bear all taxes on amounts paid under this Plan to the extent that no taxes are withheld, irrespective of whether withholding is required. The Participant will be required to pay to his or her Employer the amount of any federal, state or local taxes required by law to be withheld in connection with the Plan in the event that such Participant is not being paid by an Employer or amounts being paid by an Employer to such Participant are insufficient to satisfy any such withholding obligation.

6.7 409A Income Inclusion . Any provision of the Plan to the contrary notwithstanding, although the Plan is designed to comply in form and operation with the requirements of Code Section 409A, in the event a Participant is required to include in income an amount attributable to the Plan prior to the payment of any such amount pursuant to this Plan on account of a violation of Code Section 409A, the amount so required to be included in income shall be paid to the Participant as soon as practicable.

ARTICLE 7. COMMITTEE

7.1 Plan Administration and Interpretation . The Committee shall oversee the administration of the Plan. The Committee shall have complete control and authority to determine the rights and benefits and all claims, demands and actions arising out of the provisions of the Plan of any Participant, beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan. The Committee shall have the exclusive and discretionary power to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Committee acted arbitrarily and capriciously. Any individual serving on the Committee who is a Participant will not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant, a beneficiary, or an Employer. The Committee shall be deemed to be the Plan administrator with responsibility for complying with any reporting and disclosure requirements of ERISA.

7.2 Powers, Duties, Procedures, Etc . The Committee may adopt such rules and regulations as it deems necessary, desirable or appropriate in administering the Plan so long as they are not inconsistent with the terms of the Plan. Any act which this Plan authorizes or requires the Committee to do may be done by a majority of the members of the Committee acting hereunder; and the action of such majority of the members of the Committee, expressed from time to time by a vote at a meeting or in writing without a meeting, shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all of the members of the Committee at the time in a regular or special meeting. A dissenting Committee member who, within a reasonable time after he or she has knowledge of any action or failure to act by the majority, registers his or her dissent in writing delivered to the other

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Committee members and the Company shall not be responsible for any action or failure to act. The Committee may elect one of its members as chairman and it may appoint a secretary who may, but need not be, a Committee member. In addition, the Committee may appoint other agents and representatives, who may but need not be in the employ of the Employer, to keep its records and assist it in doing other acts or things to be done or performed by the Committee. Any such person, corporation or firm so designated by the Committee may, when so authorized by the Committee, sign in the name of the Committee all applications and other documents required hereunder. All usual and reasonable expenses of the Committee including, without limiting the generality thereof, the reasonable cost of record keeping, accountants’ fees, legal fees, counsel fees, and administrative costs shall be paid by the Employers.

7.3 Information . To enable the Committee to perform its functions, the Employers shall supply full and timely information to the Committee on all matters relating to the compensation of Participants, their employment, retirement, death, termination of employment, and such other pertinent facts as the Committee may require.

7.4 Indemnification of Committee . The Employers agree to indemnify and to defend to the fullest extent permitted by law any officer or employee who serves as a member of the Committee (including any such individual who formerly served as a member of the Committee) against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

7.5 Claims Procedure . If any person (hereinafter called the “Claimant”) feels that he or she is being denied a benefit to which he or she is entitled under this Plan, such Claimant may file a written claim for said benefit with the Committee. Within sixty days following the receipt of such claim the Committee shall determine and notify the Claimant as to whether he or she is entitled to such benefit. Such notification shall be in writing and, if denying the claim for benefit, shall set forth the specific reason or reasons for the denial, make specific reference to the pertinent provisions of this Plan, describe any additional information necessary for the Claimant to perfect the claim and explain why the information is necessary, advise the Claimant that he or she may, within sixty days following the receipt of such notice, in writing request to appear before the Committee or its designated representative for a hearing to review such denial, and state that the Claimant has the right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on review. Any hearing shall be scheduled at the mutual convenience of the Committee or its designated representative and the Claimant, and at any such hearing the Claimant and/or his or her duly authorized representative may examine any relevant documents and present evidence and arguments to support the granting of the benefit being claimed. The final decision of the Committee with respect to the claim being reviewed shall be made within sixty days following the hearing thereon, and Committee shall in writing notify the Claimant of said final decision, again specifying the reasons therefor and the pertinent provisions of this Plan upon which said final decision is based. The written notice will also include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement that the Claimant has a right to bring a civil action under Section 502(a) of ERISA. The final decision of the Committee shall be conclusive and binding upon all parties having or claiming to have an interest in the matter being reviewed.

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ARTICLE 8. AMENDMENT AND TERMINATION

8.1 Amendments . The Company shall have the right to amend this Plan from time to time, subject to Section 8.3.

8.2 Termination of Plan . This Plan is strictly a voluntary undertaking on the part of the Employers and shall not be deemed to constitute a contract between the Employers and any employee or a consideration for, or an inducement or condition of employment for, the performance of services by any employee. The Company reserves the right to terminate this Plan at any time effective with respect to any Plan Year subsequent to the date action is taken by the Company to terminate this Plan, subject to Section 8.3. In the event the Plan is terminated, no further contributions or credits shall be made after the effective date of the Plan’s termination other than interest credits made pursuant to Section 5.2, and payments shall be made in accordance with the payment provisions of Article 6. The preceding provisions of this Section 8.2 to the contrary notwithstanding, the Company may in its discretion terminate the Plan effective as of a date that is prior to the first day of a subsequent Plan Year and provide for accelerated payments of all amounts credited to Accounts upon a termination of the Plan to the extent such termination and acceleration of payments satisfies the applicable requirements upon the termination of a plan pursuant to Code Section 409A.

8.3 Existing Rights . No amendment or termination of the Plan shall adversely affect the rights of any Participant with respect to amounts credited to his or her Account prior to the date of such amendment or termination.

ARTICLE 9. MISCELLANEOUS

9.1 No Funding; Source of Payments . Nothing in this Plan will be construed to create a trust or to obligate an Employer or any other person to segregate a fund, purchase an insurance contract, or in any other way currently to fund the future payment of any benefits hereunder, nor will anything herein be construed to give any employee or any other person rights to any specific assets of an Employer or of any other person. Benefit payments to be made with respect to a Participant’s Accounts shall be the obligation solely of the Employer maintaining such Accounts.

9.2 Nonassignability; Domestic Relations Order . None of the benefits, payments, proceeds or claims of any Participant or beneficiary shall be subject to any claim of any creditor of the Participant or beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of the Participant or beneficiary, nor shall any Participant or beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which he may expect to receive, contingently or otherwise, under this Plan. Notwithstanding the preceding, the Committee shall direct that all or any portion of the amount credited to a Participant’s Account be paid to an individual other than the Participant to the extent necessary to comply with an order that the Committee has determined to be a “domestic relations order” as defined in Code Section 414(p)(1)(B). Further, and any provision of the Plan to the contrary notwithstanding, the payment of amounts credited to a Participant’s Account to an individual other than the Participant shall be accelerated as may be necessary to fulfill an order that the Committee has determined to be a “domestic relations order” as defined in Code Section 414(p)(1)(B).

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9.3 Limitation of Participants’ Rights . Participation in this Plan shall not give any Eligible Employee the right to be retained in the employ of an Employer or an Affiliate or any right or interest in the Plan other than as herein provided. The Employers and their Affiliates reserve the right to dismiss any Eligible Employee without any liability for any claim against the Employer or Affiliate, except to the extent of benefit payments provided herein.

9.4 Participants Bound . Any action with respect to this Plan taken by the Committee or the Company or any action authorized by or taken at the direction of the Committee or the Company shall be conclusive upon all Participants and any other persons who claim entitlement to benefits under the Plan.

9.5 Receipt and Release . Any payment to any Participant or beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Employers and the Committee under this Plan, and the Committee may require such Participant or beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or beneficiary is determined by the Committee to be incompetent by reason of physical or mental disability (including minority) to give a valid receipt and release, the Committee may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Committee or the Employer to follow the application of such funds.

9.6 Right to Offset . If at the time payments or installments of payments are to be made hereunder, any Participant or his Beneficiary is indebted to the Company or its Affiliates, then the payments remaining to be made to the Participant or his Beneficiary may, at the discretion of the Committee, be reduced by the amount of such indebtedness; provided, however, that an election by the Committee not to reduce any such payment or payments shall not constitute a waiver of any claim for such indebtedness.

9.7 Governing Law . This Plan shall be construed, administered, and governed in all respects under and by the internal laws (and not the principles relating to conflicts of laws) of the State of California, except where superseded by federal law. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

9.8 No Guarantee of Tax Consequences . No person connected with the Plan in any capacity, including, but not limited to, the Employers and any Affiliate and their respective directors, officers, agents and employees, makes any representation, commitment or guarantee that any tax treatment, including, but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to any amounts deferred or payable under the Plan or that such tax treatment will apply to or be available to a Participant on account of participation in the Plan.

9.9 Adoption by Other Employers . With the consent of the Compensation Committee of Board of Directors of the Company, this Plan may be adopted by any Affiliate, such adoption to be effective as of the date specified by such Affiliate at the time of adoption.

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9.10 Headings and Subheadings . Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

IN WITNESS WHEREOF, Lam Research Corporation has caused this Plan to be executed by its duly authorized person as of this 17 ^th day of December, 2008.


Lam Research Corporation

By:		/s/ Sarah A. O’Dowd
		Sarah A. O’Dowd Group VP & Chief Legal Officer

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EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT


SUBSIDIARY		STATE OR OTHER JURISDICTION OF OPERATION
Lam Research AG		Austria
Lam Research Management GmbH		Austria
Lam Research (Shanghai) Co., Ltd.		China
Lam Research Semiconductor (Suzhou) Co., Ltd.		China
Lam Research Service Co., Ltd.		China
SEZ China Co. Ltd.		China
Lam Research SAS		France
Lam Research GmbH		Germany
Lam Research (Ireland) Limited		Ireland
Lam Research (Israel) Ltd.		Israel
Lam Research S.r.l.		Italy
Lam Research Co., Ltd.		Japan
Lam Research Korea Limited		Korea
Lam Research Luxembourg S.à.r.l.		Luxembourg
LAM Research B.V.		Netherlands
Lam Research International B.V.		Netherlands
Silfex, Incorporated		Ohio, United States
Lam Research Singapore Pte Ltd		Singapore
SEZ Asia Pacific Pte. Ltd.		Singapore
SEZ Singapore Pte. Ltd.		Singapore
Lam Research Holding GmbH		Switzerland
Lam Research International Sàrl		Switzerland
Lam Research Co., Ltd.		Taiwan
SEZ Taiwan Co. Ltd.		Taiwan
Lam Research Ltd.		United Kingdom

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-4 No. 333-30545) of Lam Research Corporation and in the related Prospectus and in the Registration Statements (Form S-8 Nos. 333-01011, 333-18115, 333-32981, 333-45265, 333-66833, 333-72751, 333-93115, 333-74500, 333-84638, 333-127936, 333-138545 and 333-156335) pertaining to the amended and restated 1996 Performance-Based Restricted Stock Plan, 1997 Stock Incentive Plan, 1999 Employee Stock Purchase Plan, 1999 Stock Option Plan, 2007 Stock Incentive Plan, and the Savings Plus Plan, 401(k) of Lam Research Corporation of our reports dated August 19, 2011, with respect to the consolidated financial statements and schedule of Lam Research Corporation and the effectiveness of internal control over financial reporting of Lam Research Corporation included in its Annual Report (Form 10-K) for the year ended June 26, 2011, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

San Jose, California

August 19, 2011

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION (PRINCIPAL EXECUTIVE OFFICER)

I, Stephen G. Newberry, certify that:

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;

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:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 19, 2011

/s/ Stephen G. Newberry

Stephen G. Newberry

Chief Executive Officer and Vice Chairman

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION (PRINCIPAL FINANCIAL OFFICER)

I, Ernest E. Maddock, certify that:

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;

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):

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 19, 2011

/s/ Ernest E. Maddock

Ernest E. Maddock

Senior Vice President, Chief Financial Officer

and Chief Accounting Officer

EXHIBIT 32.1

SECTION 1350 CERTIFICATION (PRINCIPAL EXECUTIVE OFFICER)

In connection with the Annual Report of Lam Research Corporation (the “Company”) on Form 10-K for the fiscal period ending June 26, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen G. Newberry, Chief Executive Officer and Vice Chairman of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	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 19, 2011

/s/ Stephen G. Newberry

Stephen G. Newberry

Chief Executive Officer and Vice Chairman

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Lam Research Corporation specifically incorporates it by reference.

EXHIBIT 32.2

SECTION 1350 CERTIFICATION (PRINCIPAL FINANCIAL OFFICER)

In connection with the Annual Report of Lam Research Corporation (the “Company”) on Form 10-K for the fiscal period ending June 26, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ernest E. Maddock, Senior Vice President, Chief Financial Officer and Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	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 19, 2011

/s/ Ernest E. Maddock

Ernest E. Maddock

Senior Vice President, Chief Financial Officer

and Chief Accounting Officer