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): April 22, 2009

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-12933	94-2634797
(Commission File Number)	(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):

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

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

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

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

TABLE OF CONTENTS

EX-99.1

Item 2.02. Results of Operations and Financial Condition

On April 22, 2009, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 29, 2009, 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

(d) Exhibits

99.1 Press Release dated April 22, 2009 announcing financial results for the fiscal quarter ended March 29, 2009

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: April 22, 2009

LAM RESEARCH CORPORATION
By:	/s/ Ernest E. Maddock
	Ernest E. Maddock
	Senior Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

99.1 Press Release dated April 22, 2009 announcing financial results for the fiscal quarter ended March 29, 2009

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 Financial Results for the Quarter Ended March 29, 2009

FREMONT, Calif., April 22, 2009 —Lam Research Corporation (NASDAQ: LRCX) highlights for the March 2009 quarter were:

(in thousands, except per share data and percentages)
•        Revenue:	$	174,412
	U.S. GAAP			Ongoing
•        Operating Margin:		-111.9	%		-47.1	%
•        Net Loss:	$	(198,359	)	$	(89,771	)
•        Diluted EPS:	$	(1.58	)	$	(0.71	)

Lam Research Corporation today announced financial results for the quarter ended March 29, 2009. Revenue for the period was $174.4 million, gross margin was $36.5 million and net loss was $(198.4) million, or $(1.58) per diluted share, compared to revenue of $283.4 million, gross margin of $101.4 million and net loss of $(24.2) million, or $(0.19) per diluted share, for the December 2008 quarter. Shipments for the March 2009 quarter were $159 million compared to $226 million during the December 2008 quarter.

As a result of a combination of factors, including the current economic environment, a sustained decline in the Company’s market valuation and a decline in the Company’s operating results, the Company has concluded that the fair value of its Clean Product Group has been reduced below its carrying value. As a result, the Company has recorded a non-cash goodwill impairment charge of approximately $89.1 million during the March 2009 quarter. The goodwill impairment charge is based on the Company’s current best estimate. If there is a change to this estimate, it will be reflected in the March 2009 quarter financial statements included in the Company’s quarterly report on Form 10-Q for the quarter ended March 29, 2009, which is anticipated to be filed on or before May 8, 2009.

The Company’s ongoing results for the March 2009 quarter exclude certain costs for previously announced restructuring activities and asset impairments, the goodwill impairment charge noted above, a net tax expense for a change in state tax law, a net tax expense and an exchange rate gain associated with the Company’s accelerated tax planning strategy, an investment impairment, and interest on the tax liability associated with the outcome of the Company’s previously disclosed voluntary internal stock option review. The Company’s ongoing results for the December 2008 quarter excluded certain costs for restructuring activities and asset impairments, a net tax benefit related to the renewal of the research and development tax credit, net tax expense on resolution of certain tax items, one-time costs associated with the restructuring of an employee benefit plan, a net tax benefit and an exchange rate loss associated with the Company’s accelerated tax planning strategy, and interest on the tax liability associated with the outcome of the Company’s previously disclosed voluntary internal stock option review. Management uses the presentation of ongoing gross margin, ongoing operating expenses, ongoing operating loss, ongoing net loss, and ongoing net loss per diluted 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 loss was $(89.8) million, or $(0.71) per diluted share in the March 2009 quarter compared to ongoing net loss of $(11.7) million, or $(0.09) per diluted share, for the December 2008 quarter. Ongoing gross margin for the March 2009 quarter was $46.7 million or 26.8%, compared to ongoing gross margin of $109.1 million, or 38.5%, for the December 2008 quarter. The sequential decline in gross margin was primarily due to lower manufacturing and field utilization levels resulting from reduced business activity as well as product mix. Ongoing operating expenses for the March 2009 quarter increased to $128.9 million compared with the December 2008 quarter of $126.5 million. This increase was driven by additional accounts receivables reserves for specific distressed customers, partially offset by a reduction in employee expenses as a result of restructuring and other cost-savings activities.

~more~

Lam Announces Financial Results for the March 2009 Quarter

The geographic distribution of shipments and revenue during the March 2009 quarter is shown in the following table:

Region	Shipments		Revenue
North America	16	%	15	%
Europe	17	%	14	%
Japan	27	%	24	%
Korea	17	%	19	%
Taiwan	15	%	20	%
Asia Pacific	8	%	8	%

Cash and cash equivalents, short-term investments and restricted cash and investments balances were $806.4 million at the end of the March 2009 quarter, compared to $1.1 billion at the end of the December 2008 quarter. The Company paid the outstanding principal balance of $237.5 million of its long-term debt during the March 2009 quarter. Cash flows from operating activities were approximately $(24.2) million during the March 2009 quarter. Deferred revenue and deferred profit balances at the end of the March 2009 quarter were $43.7 million and $36.1 million, respectively. 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 from shipments to Japanese customers was approximately $7.5 million as of March 29, 2009.

“We are developing next-generation technology solutions alongside our customers and are continuing to win new application tool selection decisions in both etch and clean at the leading-edge technology nodes. We are fortunate to have a strong balance sheet with sufficient cash to: continue making investments in key R&D programs, place next-generation tools at customer sites for joint development projects and evaluations, and deploy inventories to meet short-term shipment requirements as well as respond to any future increases in demand,” said Steve Newberry, Lam’s president and chief executive officer. “Our focus remains on investing in strategic opportunities while aggressively managing the cost structure and cash expenditures of the Company. This will enhance our ability to meet the expectations and needs of our customers and strengthen our market position for the next upturn,” Newberry concluded.

~more~

Page 2 of 7

Lam Announces Financial Results for the March 2009 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 estimate of the goodwill impairment charge, the anticipated revenue from shipments to Japanese customers, the potential uses of our cash and other assets, and our ability to develop next generation technology solutions, win new application tool selection decisions in both etch and clean, continue to be able to invest in research and development, place next-generation tools at customer sites, be successful in deploying our inventory to meet demand, focus on and invest in strategic opportunities, be successful in managing our cost structure and cash expenditures, meet the expectations and needs of our customers, and strengthen our market position. Some factors that may affect these forward-looking statements include: difficult business conditions in the semiconductor industry and the overall economy and the efficacy of our plans for reacting to those conditions, factors that tend to make our quarterly results more volatile (such as exchange rate fluctuations), changing customer demands, the actions of our competitors, and the challenges presented by the development and marketing of 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, and Form 10-Q for the quarters ended September 28, 2008 and December 28, 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 3 of 7

Lam Announces Financial Results for the March 2009 Quarter

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data and percentages)

(unaudited)

	Three Months Ended									Nine Months Ended
	March 29, 2009			December 28, 2008			March 30, 2008			March 29, 2009			March 30, 2008
Total revenue	$	174,412		$	283,409		$	613,810		$	898,182		$	1,908,751
Cost of goods sold		127,680			174,329			320,201			556,212			963,594
Cost of goods sold - 409A expense		—			—			6,401			—			6,401
Cost of goods sold - restructuring and asset impairments		10,217			7,728			—			20,993			—
Total cost of goods sold		137,897			182,057			326,602			577,205			969,995
Gross margin		36,515			101,352			287,208			320,977			938,756
Gross margin as a percent of revenue		20.9	%		35.8	%		46.8	%		35.7	%		49.2	%
Research and development		70,434			68,781			80,576			220,778			237,107
Selling, general and administrative		58,515			59,842			74,491			185,813			210,288
Goodwill impairment		89,076			—			—			89,076			—
Restructuring and asset impairments		13,028			10,121			—			39,117			—
409A expense		646			—			43,784			2,250			43,784
In-process research and development		—			—			2,074			—			2,074
Total operating expenses		231,699			138,744			200,925			537,034			493,253
Operating income (loss)		(195,184	)		(37,392	)		86,283			(216,057	)		445,503
Operating margin as a percent of revenue		-111.9	%		-13.2	%		14.1	%		-24.1	%		23.3	%
Other income (expense), net		13,497			(7,233	)		49,605			15,281			57,201
Income (loss) before income taxes		(181,687	)		(44,625	)		135,888			(200,776	)		502,704
Income tax expense (benefit)		16,672			(20,453	)		32,364			12,882			135,533
Net income (loss)	$	(198,359	)	$	(24,172	)	$	103,524		$	(213,658	)	$	367,171
Net income (loss) per share:
Basic net income (loss) per share	$	(1.58	)	$	(0.19	)	$	0.83		$	(1.70	)	$	2.95
Diluted net income (loss) per share	$	(1.58	)	$	(0.19	)	$	0.82		$	(1.70	)	$	2.90
Number of shares used in per share calculations:
Basic		125,566			125,084			124,768			125,368			124,509
Diluted		125,566			125,084			126,549			125,368			126,531

Page 4 of 7

Lam Announces Financial Results for the March 2009 Quarter

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	March 29, 2009		December 28, 2008		June 29, 2008
	(unaudited)		(unaudited)		(1)
ASSETS
Cash and cash equivalents	$	374,648	$	652,913	$	732,537
Short-term investments		248,500		297,399		326,199
Accounts receivable, net		196,842		290,565		412,356
Inventories		260,667		269,959		282,218
Deferred income taxes		90,541		93,002		96,748
Other current assets		82,273		56,648		67,649
Total current assets		1,253,471		1,660,486		1,917,707
Property and equipment, net		225,864		233,250		235,735
Restricted cash and investments		183,277		168,405		146,072
Deferred income taxes		15,281		25,836		19,793
Goodwill and intangible assets		268,249		371,987		403,187
Other assets		87,340		78,457		84,261
Total assets	$	2,033,482	$	2,538,421	$	2,806,755
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	369,998	$	446,412	$	637,679
Long-term debt and capital leases	$	39,943	$	257,135	$	276,121
Income taxes payable		99,807		92,382		85,611
Other long-term liabilities		20,476		21,300		23,400
Minority interests		—		—		5,347
Stockholders’ equity		1,503,258		1,721,192		1,778,597
Total liabilities and stockholders’ equity	$	2,033,482	$	2,538,421	$	2,806,755

1 Derived from audited financial statements

Page 5 of 7

Lam Announces Financial Results for the March 2009 Quarter

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended									Nine Months Ended
	March 29, 2009			December 28, 2008			March 30, 2008			March 29, 2009			March 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(198,359	)	$	(24,172	)	$	103,524		$	(213,658	)	$	367,171
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization		19,650			17,177			12,914			54,723			35,477
Deferred income taxes		12,929			10,110			(11,995	)		10,632			(22,009	)
Equity-based compensation expense		10,227			14,049			10,272			39,684			30,887
Income tax benefit on equity-based compensation plans		(11,115	)		(7,045	)		(520	)		(13,121	)		56,657
Excess tax benefit on equity-based compensation plans		7,027			3,752			401			6,510			(37,238	)
Net gain on settlement of call option		—			—			(40,864	)		—			(33,694	)
Goodwill impairment		89,076			—			—			89,076			—
Restructuring and asset impairments		23,245			17,849			—			60,110			—
Other, net		953			3,200			(7,013	)		6,818			(2,867	)
Changes in operating asset accounts		22,215			(73,909	)		79,266			(60,783	)		(4,512	)
Net cash provided by (used for) operating activities		(24,152	)		(38,989	)		145,985			(20,009	)		389,872
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets		(10,866	)		(12,417	)		(19,291	)		(38,434	)		(57,852	)
Acquisitions of businesses, net of cash acquired		(11,706	)		(8,763	)		(473,408	)		(22,896	)		(475,656	)
Net sales (purchases) of available-for-sale securities		33,961			39,767			83,201			80,708			51,316
Purchase of call option		—			—			(3,227	)		—			(13,506	)
Proceeds from settlement of call option		—			—			46,962						46,962
Purchases of other investments		—			—			—			—			(4,560	)
Other		(8,375	)		(2,000	)		—			(10,375	)		—
Transfer of restricted cash and investments		558			(32,178	)		(688	)		(47,748	)		(1,762	)
Net cash provided by (used for) investing activities		3,572			(15,591	)		(366,451	)		(38,745	)		(455,058	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations		(239,703	)		(13,060	)		(250,114	)		(255,136	)		(250,214	)
Net proceeds from issuance of long-term debt		—			515			250,000			625			250,000
Excess tax benefit on equity-based compensation plans		(7,027	)		(3,752	)		(401	)		(6,510	)		37,238
Treasury stock purchases		(546	)		(24,448	)		(737	)		(27,749	)		(10,962	)
Reissuances of treasury stock		5,942			—			—			13,526			7,301
Proceeds from issuance of common stock		1,283			1,294			—			5,727			10,106
Net cash provided by (used for) financing activities		(240,051	)		(39,451	)		(1,252	)		(269,517	)		43,469
Effect of exchange rate changes on cash		(17,634	)		1,512			(1,984	)		(29,618	)		103
Net decrease in cash and cash equivalents		(278,265	)		(92,519	)		(223,702	)		(357,889	)		(21,614	)
Cash and cash equivalents at beginning of period		652,913			745,432			776,055			732,537			573,967
Cash and cash equivalents at end of period	$	374,648		$	652,913		$	552,353		$	374,648		$	552,353

Page 6 of 7

Lam Announces Financial Results for the March 2009 Quarter

Reconciliation of U.S. GAAP Net Loss to Ongoing Net Loss

(in thousands, except per share data and percentages)

	Three Months Ended March 29, 2009			Three Months Ended December 28, 2008
U.S. GAAP net loss	$	(198,359	)	$	(24,172	)
Pre-tax non-ongoing items:
Goodwill impairment - operating expenses		89,076			—
Restructuring and asset impairments - cost of goods sold		10,217			7,728
Restructuring and asset impairments - operating expenses		13,028			10,121
Restructuring of employee benefit plan - operating expenses		—			1,300
Voluntary internal stock option review - operating expenses		646			843
Impairment of investment - other income (expense), net		1,543			—
Exchange rate (gain) loss associated with accelerated tax planning strategy - other income (expense), net		(6,674	)		7,569
Net tax benefit on non-ongoing items		(5,506	)		(7,375	)
Net tax benefit on renewal of R&D tax credit		—			(5,751	)
Net tax expense on resolution of certain tax matters		—			1,396
Net tax expense on change in state tax law		5,244			—
Net tax expense (benefit) on accelerated tax planning strategy		1,014			(3,407	)
Ongoing net loss	$	(89,771	)	$	(11,748	)
Ongoing net loss per diluted share	$	(0.71	)	$	(0.09	)
Number of shares used for diluted per share calculation		125,566			125,084
Reconciliation of U.S. GAAP Gross Margin, Operating Expenses and Operating Loss to Ongoing Gross Margin, Operating Expenses and Operating Loss (in thousands, except percentages)
	Three Months Ended March 29, 2009			Three Months Ended December 28, 2008
U.S. GAAP gross margin	$	36,515		$	101,352
Pre-tax non-ongoing items:
Restructuring and asset impairments - cost of goods sold		10,217			7,728
Ongoing gross margin	$	46,732		$	109,080
U.S. GAAP gross margin as a percent of revenue		20.9	%		35.8	%
Ongoing gross margin as a percent of revenue		26.8	%		38.5	%
U.S. GAAP operating expenses	$	231,699		$	138,744
Pre-tax non-ongoing items:
Goodwill impairment - operating expenses		(89,076	)		—
Restructuring and asset impairments - operating expenses		(13,028	)		(10,121	)
Restructuring of employee benefit plan - operating expenses		—			(1,300	)
Voluntary internal stock option review - operating expenses		(646	)		(843	)
Ongoing operating expenses	$	128,949		$	126,480
Ongoing operating loss	$	(82,217	)	$	(17,400	)
Ongoing operating loss as a percent of revenue		-47.1	%		-6.1	%

Page 7 of 7