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 15, 2003

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State of Other Jurisdiction of Incorporation)

000-12933
(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)

TABLE OF CONTENTS

EXHIBIT 99.1

Item 9. Regulation FD Disclosure

     See Item 12

Item 12. Results of Operations and Financial Condition

On October 15, 2003, Lam Research Corporation (the Company) issued a press release announcing its earnings for the fiscal quarter ended September 28, 2003, 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 12 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.

SIGNATURES

Pursuant to the requirement of the Security Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 15, 2003

LAM RESEARCH CORPORATION
By:	/s/ Mercedes Johnson
	Mercedes Johnson
	Senior Vice President, Finance,
	Chief Financial Officer and
	Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 15, 2003

EX-99.1 3 f93589exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lam Research Corporation Contact:
Kathleen Bela, Investor Relations, phone: 510/572-4566, e-mail: kathleen.bela@lamrc.com

Lam Research Corporation Announces Earnings for the Quarter Ended September 28, 2003

FREMONT, Calif., October 15, 2003—Lam Research Corporation (Nasdaq: LRCX) today announced earnings for the quarter ended September 28, 2003. Revenue for the September 2003 quarter was $183.7 million, and net income was $4.8 million, or $0.04 per diluted share, compared to revenue of $186.1 million and net income of $3.7 million, or $0.03 per diluted share, for the June 2003 quarter.

The Company believes the presentation of ongoing results, which excludes certain special items, is useful for analyzing the business because it enables comparisons for ongoing operations by removing the effects of expense recognition connected with our outsourcing strategy and consolidation. Tables that provide reconciliations of ongoing results to results under Generally Accepted Accounting Principles (GAAP) are included. Ongoing net income in the September 2003 quarter was $5.4 million, or $0.04 per diluted share, versus ongoing net income of $2.5 million, or $0.02 per diluted share, for the June 2003 quarter.

Gross margin and operating expenses calculated according to GAAP for the September 2003 quarter were $78.5 million and $73.6 million, respectively. Ongoing gross margin for the September 2003 quarter was $78.3 million, or 42.6 percent of revenue, which represents an improvement of 1.5 percentage points when compared to the previous quarter, while ongoing operating expenses declined to $72.5 million sequentially. Favorable utilization of factory and field infrastructure contributed to the improved performance, reflecting continued execution of our outsourcing initiatives.

~more~

Lam Announces Earnings for the September 2003 Quarter Page 2 of 6

New orders of approximately $211 million in the September 2003 quarter represent 10 percent sequential growth, continuing the positive momentum started early in the calendar year. The geographic distribution of new orders as well as revenue is shown in the following table:

Region	New Orders			Revenue
North America		11	%		26	%
Europe		16	%		25	%
Japan		7	%		7	%
Asia Pacific		66	%		42	%

Production output for the period was approximately $158 million. As of September 28, 2003, deferred revenue and profit were $46.9 million and $28.4 million, respectively, and backlog was $291.4 million.

Total cash (cash equivalents, short-term investments, and restricted cash) increased by $17.1 million to $642.9 million at the end of the September quarter, due primarily to the exercise of employee stock options.

“There are early signs that demand for wafer processing equipment is improving,” stated James W. Bagley, Lam’s chairman and chief executive officer. “Our orders this quarter are indicative of an improved market environment as well as our improved market position.”

“Since September 2001, we have been evolving our new business model. This new model, coupled with a competitive portfolio of products and services, should enable us to expand profitability over the course of the entire industry cycle,” Bagley concluded.

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 the future demand for wafer processing equipment, the impact of Lam’s new business model and the Company’s future profitability.

~more~

Lam Announces Earnings for the September 2003 Quarter Page 3 of 6

Such 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, 2003, 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 leading supplier of wafer processing equipment and services to the worldwide semiconductor manufacturing industry. The Company’s common stock trades on the Nasdaq National Market under the symbol “LRCX.” Lam’s World Wide Web address is http://www.lamrc.com.

Consolidated Financial Tables to Follow

###

Lam Announces Earnings for the September 2003 Quarter Page 4 of 6

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

	Three Months Ended
	September 28,			June 29,
	2003			2003
U.S. GAAP net income	$	4,786		$	3,699
Pre-tax restructuring recoveries — cost of goods sold		(250	)		(663	)
Pre-tax net restructuring charges — operating expenses		1,062			9,805
Tax benefit on net restructuring charges		(203	)		(2,286	)
Other net tax benefits		—			(8,097	)
Ongoing net income	$	5,395		$	2,458
Ongoing net income per diluted share	$	0.04		$	0.02
Number of shares used for diluted per share calculation		134,886			131,420
Income tax rate		25	%		25	%

Reconciliation of US GAAP Gross Margin, Operating Expenses and Operating Income (Loss) to
Ongoing Gross Margin, Operating Expenses and Operating Income
(in thousands)

	Three Months Ended
	September 28,			June 29,
	2003			2003
U.S. GAAP gross margin	$	78,518		$	77,124
Restructuring recoveries — cost of goods sold		(250	)		(663	)
Ongoing gross margin	$	78,268		$	76,461
U.S. GAAP operating expenses	$	73,581		$	84,697
Net restructuring charges — operating expenses		(1,062	)		(9,805	)
Ongoing operating expenses	$	72,519		$	74,892
Ongoing operating income	$	5,749		$	1,569

~more~

Lam Announces Earnings for the September 2003 Quarter Page 5 of 6

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

				Three Months Ended
				September 28,			June 29,			September 29,
				2003			2003			2002
				(unaudited)			(unaudited)			(unaudited)
Total revenue				$	183,738		$	186,086		$	197,520
Cost and expenses:
		Cost of goods sold			105,470			109,625			118,526
		Cost of goods sold — restructuring recoveries			(250	)		(663	)		—
			Total cost of goods sold		105,220			108,962			118,526
			Gross margin		78,518			77,124			78,994
			Gross margin as a percent of revenue		42.7	%		41.4	%		40.0	%
		Research and development			38,526			40,391			41,382
		Selling, general and administrative			33,993			34,501			33,359
		Restructuring charges, net			1,062			9,805			—
			Total operating expenses		73,581			84,697			74,741
			Operating income (loss)		4,937			(7,573	)		4,253
Other income (expense):
		Loss on equity derivative contracts in Lam stock			—			—			(16,407	)
		Other income (expense), net			1,444			1,710			(662	)
Income (loss) before income taxes					6,381			(5,863	)		(12,816	)
Income tax expense (benefit)					1,595			(9,562	)		898
Net income (loss)				$	4,786		$	3,699		$	(13,714	)
Net income (loss) per share:
		Basic		$	0.04		$	0.03		$	(0.11	)
		Diluted (1)		$	0.04		$	0.03		$	(0.11	)
	Number of shares used in per share calculations:
		Basic			128,351			126,872			126,931
		Diluted (1)			134,886			131,420			126,931

(1)  For the three-month period ended September 28, 2003, diluted net income per share includes the assumed exercise of employee stock options and outstanding warrant, but excludes the assumed conversion of the convertible subordinated 4% notes because the effect would have been antidilutive. For the three-month period ended June 29, 2003, diluted net income per share includes the assumed exercise of employee stock options, but excludes the assumed conversion of the outstanding warrant and convertible subordinated 4% notes because the effect would have been antidilutive. Outstanding options, warrant, and convertible subordinated 4% and 5% notes for the three-month period ended September 29, 2002, were excluded from the computations of diluted net loss per share because the effects would have been antidilutive due to the net loss for the period.

~more~

Lam Announces Earnings for the September 2003 Quarter Page 6 of 6

LAM RESEARCH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

		September 28,		June 29,
		2003		2003
		(unaudited)		(1)
Assets:
Cash, cash equivalents and short-term investments		$	524,472	$	507,413
Accounts receivable, net			113,975		107,602
Inventories			102,274		112,016
Other current assets			151,331		145,745
	Total current assets		892,052		872,776
Property and equipment, net			43,371		48,771
Restricted cash			118,468		118,468
Other assets			152,211		158,260
	Total assets	$	1,206,102	$	1,198,275
Liabilities and stockholders’ equity:
Other current liabilities		$	203,680	$	216,982
	Total current liabilities		203,680		216,982
Long-term debt and other liabilities			325,239		332,209
Stockholders’ equity			677,183		649,084
	Total liabilities and stockholders’ equity	$	1,206,102	$	1,198,275

(1)  Derived from audited financial statements

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Exhibit 99.1