8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 22, 2008

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-12933
(Commission File Number) 94-2634797
(IRS Employer Identification Number)

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

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 2.02. Results of Operations and Financial Condition

On October 22, 2008, Lam Research Corporation (the “Company”) issued a press release announcing its earnings for the fiscal quarter ended September 28, 2008, the text of which is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in the Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release dated October 22, 2008 announcing earnings for the fiscal quarter ended September 28, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 22, 2008

LAM RESEARCH CORPORATION
By:	/s/ Ernest E. Maddock
	Ernest E. Maddock
	Senior Vice President, Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated October 22, 2008 announcing earnings for the fiscal quarter ended September 28, 2008

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lam Research Corporation Contact:

Carol Raeburn, Senior Director, Investor Relations, phone: 510/572-4450, e-mail:
carol.raeburn@lamresearch.com

Lam Research Corporation Announces Earnings for the Quarter Ended September 28, 2008

FREMONT, Calif., October 22, 2008 —Lam Research Corporation (NASDAQ: LRCX) highlights for the September 2008 quarter were:

(in thousands, except per share data and percentages)
•   Revenue:		$	440,361
•   Operating Margin:	U.S. GAAP:		3.8	%	Ongoing:		8.2	%
•   Net Income:	U.S. GAAP:	$	8,873		Ongoing:	$	32,635
•   Diluted EPS:	U.S. GAAP:	$	0.07		Ongoing:	$	0.26

Lam Research Corporation today announced earnings for the quarter ended September 28, 2008. Revenue for the period was $440.4 million, gross margin was $183.1 million and net income was $8.9 million, or $0.07 per diluted share, compared to revenue of $566.2 million, gross margin of $234.7 million and net income of $72.2 million, or $0.57 per diluted share for the June 2008 quarter. Shipments for the September 2008 quarter were $345 million compared to $495 million during the June 2008 quarter.

The Company’s ongoing results for the September quarter exclude certain costs for restructuring activities and asset impairments related to the integration of SEZ, net tax expense on accelerated tax planning strategy, and interest on the tax liability associated with the outcome of our previously disclosed voluntary internal stock option review. The Company’s June 2008 quarter excluded certain SEZ integration costs, a net foreign tax benefit, foreign currency gains on the purchase of SEZ, and costs associated with our voluntary internal stock option review. Management uses the presentation of ongoing gross margin, ongoing operating income, ongoing net income, and ongoing diluted earnings per share to evaluate the Company’s operating and financial results. The Company believes the presentation of ongoing results is useful to investors for analyzing ongoing business trends and comparing performance to prior periods, and enhances the investor’s ability to view the Company’s results from management’s perspective. A table presenting a reconciliation of ongoing results to results under U.S. GAAP is included at the end of this press release and on the Company’s web site.

Ongoing net income was $32.6 million, or $0.26 per diluted share in the September 2008 quarter compared to ongoing net income of $75.8 million, or $0.60 per diluted share, for the June 2008 quarter. Ongoing gross margin for the September 2008 quarter was $186.2 million or 42.3%, compared to ongoing gross margin of $247.3 million, or 43.7%, for the June 2008 quarter. The sequential decline in gross margin was primarily due to reduced factory utilization levels consistent with reduced business activity. Ongoing operating expenses for the September 2008 quarter decreased to $149.9 million compared with the June 2008 quarter of $160.7 million. This decrease was primarily due to savings realized from the June quarter restructuring activities and a significant decrease in all-employee variable compensation on lower profit levels.

~more~

Page 2 of 7

Lam Announces Earnings for the September 2008 Quarter

The geographic distribution of shipments and revenue during the September 2008 quarter is shown in the following table:

Region	Shipments			Revenue
North America		15	%		15	%
Europe		11	%		10	%
Japan		18	%		17	%
Korea		29	%		27	%
Asia Pacific		27	%		31	%

Cash and cash equivalents, short-term investments and restricted cash and investments balances remained at approximately $1.2 billion at the end of the September 2008 quarter, similar to the level at the end of the June 2008 quarter. Cash flows from operating activities were approximately $43 million during the September quarter. Deferred revenue and deferred profit balances at the end of the September 2008 quarter were $103.5 million and $76.4 million, respectively. At the end of the September 2008 quarter, the anticipated future revenue value of orders shipped to Japanese customers that was not recorded as deferred revenue was approximately $41 million.

“Our September quarter results reflect the challenging environment for semiconductor equipment and the worsening conditions throughout the global economy,” said Steve Newberry, Lam’s president and chief executive officer. “While the length and volatility of this downturn are unpredictable at this time, we remain focused on our ability to deliver long term sustainable growth while implementing appropriate actions consistent with our shorter term financial objectives. We are managing through the current weakness by making effective use of our strong balance sheet and significant cash position to make targeted, strategic investments while also prudently managing our operating expense structure. We believe these efforts will help us emerge from the present environment in a strong position to enable future revenue and profit growth,” Newberry concluded.

~more~

Page 3 of 7

Lam Announces Earnings for the September 2008 Quarter

Statements made in this press release which are not statements of historical fact are forward-looking statements and are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate, but are not limited, to our future plans and areas of focus, our expectations for our ability to deliver long term growth, our belief that our efforts will help us emerge from the current environment in a strong position to enable future revenue and profit growth, and the future revenue value of orders shipped to Japanese customers. Some factors that may affect these forward-looking statements include: changing business conditions in the semiconductor industry and the overall economy and the efficacy of our plans for reacting to those changes, changing customer demands, and the challenges presented by our new products and the integration of acquired businesses and technologies into our existing business. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including specifically the report on Form 10-K for the year ended June 29, 2008, which could cause actual results to vary from expectations. The Company undertakes no obligation to update the information or statements made in this press release.

Lam Research Corporation is a major provider of wafer fabrication equipment and services to the world’s semiconductor industry. Lam’s common stock trades on The NASDAQ Global Select Market SM under the symbol LRCX. Lam is a NASDAQ-100 ^® company. For more information, visit www.lamresearch.com.

Consolidated Financial Tables Follow
###

Page 4 of 7

Lam Announces Earnings for the September 2008 Quarter

LAM RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data and percentages)
(unaudited)

	Three Months Ended
	September 28,			June 29,			September 23,
	2008			2008			2007
Total revenue	$	440,361		$	566,160		$	684,621
Cost of goods sold		254,203			318,900			340,734
Cost of goods sold — restructuring and asset impairments		3,048			12,610			—
Total cost of goods sold		257,251			331,510			340,734
Gross margin		183,110			234,650			343,887
Gross margin as a percent of revenue		41.6	%		41.4	%		50.2	%
Research and development		81,563			86,652			76,288
Selling, general and administrative		69,060			77,704			69,713
Restructuring and asset impairments		15,968			6,366			—
Total operating expenses		166,591			170,722			146,001
Operating income		16,519			63,928			197,886
Operating margin as a percent of revenue		3.8	%		11.3	%		28.9	%
Other income, net		9,017			10,344			7,633
Income before income taxes		25,536			74,272			205,519
Income tax expense		16,663			2,094			56,931
Net income	$	8,873		$	72,178		$	148,588
Net income per share:
Basic net income per share	$	0.07		$	0.58		$	1.20
Diluted net income per share	$	0.07		$	0.57		$	1.18
Number of shares used in per share calculations:
Basic		125,527			125,046			124,057
Diluted		126,819			126,657			126,358

Page 5 of 7

Lam Announces Earnings for the September 2008 Quarter

LAM RESEARCH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

	September 28,		June 29,
	2008		2008
	(unaudited)		(1)
ASSETS
Cash and cash equivalents	$	745,432	$	732,537
Short-term investments		313,803		326,199
Accounts receivable, net		311,633		412,356
Inventories		272,215		282,218
Deferred income taxes		95,186		96,748
Other current assets		69,983		67,649
Total current assets		1,808,252		1,917,707
Property and equipment, net		230,377		235,735
Restricted cash and investments		156,148		146,072
Deferred income taxes		33,762		19,793
Goodwill and intangible assets		374,538		403,187
Other assets		81,493		84,261
Total assets	$	2,684,570	$	2,806,755
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	533,722	$	637,679
Long-term debt and capital leases	$	269,256	$	276,121
Income taxes payable		94,184		85,611
Other long-term liabilities		21,875		23,400
Minority interests		4,789		5,347
Stockholders’ equity		1,760,744		1,778,597
Total liabilities and stockholders’ equity	$	2,684,570	$	2,806,755

1 Derived from audited financial statements

Page 6 of 7

Lam Announces Earnings for the September 2008 Quarter

LAM RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Three Months Ended
	September 28,			June 29,			September 23,
	2008			2008			2007
	(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	8,873		$	72,178		$	148,588
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,896			19,227			11,239
Deferred income taxes		(12,407	)		(4,652	)		(10,790	)
Equity-based compensation expense		15,408			11,629			10,802
Income tax benefit on equity-based compensation plans		5,039			26,815			35,900
Excess tax benefit on equity-based compensation plans		(4,269	)		(21,666	)		(21,151	)
Net gain on settlement of call option		—			399			—
Restructuring and asset impairments		19,016			18,976			—
Other, net		2,665			(996	)		1,377
Changes in operating asset accounts		(9,089	)		78,537			46,482
Net cash provided by operating activities		43,132			200,447			222,447
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets		(15,151	)		(18,951	)		(14,144	)
Acquisitions of businesses, net of cash acquired		(2,427	)		(6,918	)		—
Net sales (purchases) of available-for-sale securities		6,980			(32,494	)		(15,985	)
Proceeds from settlement of call option		—			383			—
Transfer of restricted cash and investments		(16,128	)		17,233			—
Net cash used for investing activities		(26,726	)		(40,747	)		(30,129	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations		(2,390	)		(1,500	)		(49	)
Net proceeds from issuance of long-term debt		127			1,915			—
Excess tax benefit on equity-based compensation plans		4,269			21,666			21,151
Treasury stock purchases		(2,755	)		(3,590	)		(9,464	)
Reissuances of treasury stock		7,584			1,262			7,301
Proceeds from issuance of common stock		3,150			2,588			6,708
Net cash provided by financing activities		9,985			22,341			25,647
Effect of exchange rate changes on cash		(13,496	)		(1,857	)		1,236
Net increase in cash and cash equivalents		12,895			180,184			219,201
Cash and cash equivalents at beginning of period		732,537			552,353			573,967
Cash and cash equivalents at end of period	$	745,432		$	732,537		$	793,168

Page 7 of 7

Lam Announces Earnings for the September 2008 Quarter

Reconciliation of U.S. GAAP Net Income to Ongoing Net Income
(in thousands, except per share data and percentages)

	Three Months Ended			Three Months Ended
	September 28,			June 29,
	2008			2008
U.S. GAAP net income	$	8,873		$	72,178
Pre-tax non-ongoing items:
Restructuring and asset impairments — cost of goods sold		3,048			12,610
Restructuring and asset impairments — operating expenses		15,968			6,366
Voluntary internal stock option review — operating expenses		761			3,669
Foreign exchange gain on SEZ acquisition — other income (expense), net		—			(570	)
Net tax benefit on non-ongoing items		(5,325	)		(6,141	)
Net tax benefit on successful resolution of certain foreign tax matters		—			(12,275	)
Net tax expense on accelerated tax planning strategy		9,310			—
Ongoing net income	$	32,635		$	75,837
Ongoing net income per diluted share	$	0.26		$	0.60
Number of shares used for diluted per share calculation		126,819			126,657
U.S. GAAP income tax rate		65.3	%		2.8	%
Ongoing income tax rate		28.0	%		21.3	%

Reconciliation of U.S. GAAP Gross Margin, Operating Expenses and Operating Income to Ongoing Gross Margin, Operating
Expenses and Operating Income
(in thousands, except percentages)

	Three Months Ended			Three Months Ended
	September 28,			June 29,
	2008			2008
U.S. GAAP gross margin	$	183,110		$	234,650
Pre-tax non-ongoing items:
Restructuring and asset impairments — cost of goods sold		3,048			12,610
Ongoing gross margin	$	186,158		$	247,260
U.S. GAAP gross margin as a percent of revenue		41.6	%		41.4	%
Ongoing gross margin as a percent of revenue		42.3	%		43.7	%
U.S. GAAP operating expenses	$	166,591		$	170,722
Pre-tax non-ongoing items:
Restructuring and asset impairments — operating expenses		(15,968	)		(6,366	)
Voluntary internal stock option review — operating expenses		(761	)		(3,669	)
Ongoing operating expenses	$	149,862		$	160,687
Ongoing operating income	$	36,296		$	86,573
Ongoing operating income as a percent of revenue		8.2	%		15.3	%