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 23, 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

EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition

On April 23, 2008, Lam Research Corporation (the “Company”) issued a press release announcing its earnings for the fiscal quarter ended March 30, 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 April 23, 2008 announcing earnings for the fiscal quarter ended March 30, 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: April 23, 2008

LAM RESEARCH CORPORATION
By:	/s/ Martin B. Anstice
	Martin B. Anstice
	Senior Vice President, Chief Financial Officer, and Chief Accounting Officer

EXHIBIT INDEX

99.1 Press Release dated April 23, 2008 announcing earnings for the fiscal quarter ended March 30, 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 March 30, 2008

FREMONT, Calif., April 23, 2008 —Lam Research Corporation (NASDAQ: LRCX) highlights for the March 2008 quarter were:

(in thousands, except per share data and percentages)
• Revenue:		$	613,810
• Operating Margin:	U.S. GAAP:		14.1	%	Ongoing:		23.6	%
• Net Income:	U.S. GAAP:	$	103,524		Ongoing:	$	109,827
• Diluted EPS:	U.S. GAAP:	$	0.82		Ongoing:	$	0.87

Lam Research Corporation today announced earnings for the quarter ended March 30, 2008. Revenue for the period was $613.8 million, gross margin was $287.2 million and net income was $103.5 million, or $0.82 per diluted share, compared to revenue of $610.3 million, gross margin of $307.7 million and net income of $115.1 million, or $0.91 per diluted share for the December 2007 quarter.

The earnings of the SEZ Group, after the March 11, 2008 acquisition date, have been consolidated into the March 2008 quarter results. The Company has decided to adopt an acceptance-based revenue recognition model for the SEZ Group, now known as the Spin Clean Division, which has the effect of deferring almost all of the post-acquisition March quarter Spin Clean Division revenues and the related cost of sales to a future period. Accordingly, Spin Clean Division revenues were limited to $1.7 million, and after operating expenses and an in-process research and development write-off related to the acquisition, the resulting U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) loss was $5.6 million after taxes.

The Company’s ongoing results for the March 2008 quarter exclude certain costs related to the recent acquisition of the SEZ Group, including the foreign currency gains associated with the acquisition and the one-time charge for in-process research and development expense. In addition, the Company’s ongoing results for the March 2008 and December 2007 quarters exclude the costs associated with its 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 $109.8 million, or $0.87 per diluted share in the March 2008 quarter compared to ongoing net income of $118.9 million, or $0.94 per diluted share, for the December 2007 quarter. Ongoing gross margin for the March 2008 quarter slightly exceeded the Company’s expectations and was $293.6 million or 47.8% compared to ongoing gross margin of $307.7 million, or 50.4%, for the December 2007 quarter. The majority of the sequential decline was due to unfavorable customer and product mix. Ongoing operating expenses of $148.9 million for the March 2008 quarter were higher than the December 2007 quarter of $140.0 million, primarily due to the inclusion of the Spin Clean Division operating expenses and to a lesser extent higher employee compensation costs at the Company.

~more~

Lam Announces Earnings for the March 2008 Quarter Page 2 of 6

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

Region	Shipments			Revenue
North America		15	%		18	%
Europe		7	%		8	%
Japan		17	%		17	%
Korea		28	%		20	%
Asia Pacific		33	%		37	%

Cash and cash equivalents, short-term investments and restricted cash and investments balances were $1.0 billion at the end of the March 2008 quarter, including approximately $0.2 billion attributed to the Spin Clean Division. Deferred revenue and deferred profit balances were $270.1 million and $162.1 million, respectively. At the end of the March 2008 period, the anticipated future revenue value of orders shipped to Japanese customers that is not recorded as deferred revenue was approximately $43 million.

“Lam’s March quarter performance met or slightly exceeded our expectations for shipments, revenues, gross margins and operating income. The headwind of the current economic environment creates challenges for us and many other semiconductor equipment manufacturers in the upcoming quarters, but we believe that our intense focus on creating yield enabling solutions in etch and clean coupled with our investment in long-term new market opportunities, has Lam Research well positioned to resume a strong growth trajectory when our customers recommence increased wafer fabrication equipment spending,” said Steve Newberry, Lam Research’s president and chief executive officer.

“Our acquisition of the SEZ Group is a significant milestone on our path to become a multi-market, $4+ billion dollar revenue company targeted for calendar year 2010. I am encouraged by the enthusiasm of the Clean Group employees in their initial collaboration efforts, particularly at the customer interface, where we now offer the broadest set of single-wafer wet clean solutions. Our partnership in R&D, where the sharing of process and hardware knowledge offers exciting opportunities, is already extremely active. Taken together, these elements reinforce our belief in the strategic merit of the acquisition. I want to convey appreciation to all employees for their continued hard work in facilitating the next leg of growth for Lam Research,” Newberry concluded.

~more~

Lam Announces Earnings for the March 2008 Quarter Page 3 of 6

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 challenges we will face in the current economic environment, our focus on creating yield enabling solutions for our customers, our continued commitment to investing in long-term opportunities, the value of the acquisition of the SEZ Group, our progress toward a multi-market, $4+ billion revenue company, the opportunities presented by the acquisition of SEZ, our belief in the strategic value of the SEZ acquisition, the Company’s continuation on its growth trajectory, the resumption by customers of increased wafer fabrication equipment spending, the future revenue value of orders shipped to Japanese customers, and our ability to successfully integrate the SEZ Spin Clean Division. 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, success of our competitors’ strategies including their development of new technologies, and the technical challenges presented by our new products. 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 24, 2007, and Form 10-Q for the quarter ended December 23, 2007, 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. The Company’s World Wide Web address is http://www.lamresearch.com.

Consolidated Financial Tables Follow

###

Lam Announces Earnings for the March 2008 Quarter Page 4 of 6

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

	Three Months Ended									Nine Months Ended
	March 30,			December 23,			March 25,			March 30,			March 25,
	2008			2007			2007			2008			2007
Total revenue	$	613,810		$	610,320		$	650,270		$	1,908,751		$	1,888,057
Cost of goods sold		320,201			302,659			324,025			963,594			925,732
Cost of goods sold - 409A expense		6,401			—			—			6,401			—
Total costs of goods sold		326,602			302,659			324,025			969,995			925,732
Gross margin		287,208			307,661			326,245			938,756			962,325
Gross margin as a percent of revenue		46.8	%		50.4	%		50.2	%		49.2	%		51.0	%
Research and development		80,576			80,243			75,064			237,107			205,747
Selling, general and administrative		74,491			66,084			62,208			210,288			178,267
409A expense		43,784			—			—			43,784			—
In-process research and development		2,074			—			—			2,074			—
Total operating expenses		200,925			146,327			137,272			493,253			384,014
Operating income		86,283			161,334			188,973			445,503			578,311
Operating margin as a percent of revenue		14.1	%		26.4	%		29.1	%		23.3	%		30.6	%
Other income (expense), net		49,605			(37	)		14,751			57,201			58,191
Income before income taxes		135,888			161,297			203,724			502,704			636,502
Income tax expense		32,364			46,238			38,983			135,533			120,917
Net income	$	103,524		$	115,059		$	164,741		$	367,171		$	515,585
Net income per share:
Basic net income per share	$	0.83		$	0.92		$	1.17		$	2.95		$	3.64
Diluted net income per share	$	0.82		$	0.91		$	1.15		$	2.90		$	3.57
Number of shares used in per share calculations:
Basic		124,768			124,685			140,423			124,509			141,516
Diluted		126,549			126,653			143,052			126,531			144,378

Lam Announces Earnings for the March 2008 Quarter Page 5 of 6

LAM RESEARCH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

	March 30,		June 24,
	2008		2007
	(unaudited)		(1)
ASSETS
Cash and cash equivalents	$	552,353	$	573,967
Short-term investments		290,542		96,724
Accounts receivable, net		599,719		410,013
Inventories		305,802		235,431
Other current assets		142,267		100,226
Total current assets		1,890,683		1,416,361
Property and equipment, net		231,748		113,725
Restricted cash and investments		169,841		360,038
Deferred income taxes		35,164		27,414
Goodwill		264,092		59,741
Intangible assets, net		127,817		70,909
Other assets		74,919		53,417
Total assets	$	2,794,264	$	2,101,605
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	712,542	$	672,798
Long-term debt	$	277,950	$	250,000
Income taxes payable		85,501		—
Other long-term liabilities		44,940		2,487
Minority interests		9,274		—
Stockholders’ equity		1,664,057		1,176,320
Total liabilities and stockholders’ equity	$	2,794,264	$	2,101,605

1 Derived from audited financial statements

Lam Announces Earnings for the March 2008 Quarter Page 6 of 6

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
	March 30,			December 23,
	2008			2007
U.S. GAAP net income	$	103,524		$	115,059
Pre-tax expense incurred to satisfy 409A liabilities — cost of goods sold		6,401			—
Pre-tax expense incurred to satisfy 409A liabilities — operating expenses		43,784			—
Pre-tax legal and accounting expenses incurred as a result of the voluntary internal stock option review — operating expenses		6,190			6,361
In-process research and development for SEZ acquisition — operating expenses		2,074			—
Pre-tax foreign exchange gain associated with the acquisition of SEZ shares — other income (expense), net		(49,285	)		—
Net tax benefit on ongoing items		(2,861	)		(2,567	)
Ongoing net income	$	109,827		$	118,853
Ongoing net income per diluted share	$	0.87		$	0.94
Number of shares used for diluted per share calculation		126,549			126,653
U.S. GAAP income tax rate		23.8	%		28.7	%
Ongoing income tax rate		24.3	%		29.1	%

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
	March 30,			December 23,
	2008			2007
U.S. GAAP gross margin	$	287,208		$	307,661
Pre-tax expense incurred to satisfy 409A liabilities — cost of goods sold		6,401			—
Ongoing gross margin	$	293,609		$	307,661
U.S. GAAP gross margin as a percent of revenue		46.8	%		50.4	%
Ongoing gross margin as a percent of revenue		47.8	%		50.4	%
U.S. GAAP operating expenses	$	200,925		$	146,327
Pre-tax expense incurred to satisfy 409A liabilities — operating expenses		(43,784	)		—
Pre-tax legal and accounting expenses incurred as a result of the voluntary internal stock option review — operating expenses		(6,190	)		(6,361	)
In-process research and development for SEZ acquisition		(2,074	)		—
Ongoing operating expenses	$	148,877		$	139,966
Ongoing operating income	$	144,732		$	167,695
Ongoing operating income as a percent of revenue		23.6	%		27.5	%