e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-12933
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Full title of the plan and the address of the plan, if different from that of the issuer
named below: |
SAVINGS PLUS PLAN,
LAM RESEARCH 401(k)
| B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
LAM
RESEARCH CORPORATION
4650 Cushing Parkway
Fremont, California 94538
SAVINGS PLUS PLAN,
LAM RESEARCH 401(k)
TABLE OF CONTENTS
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Page No. |
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1 |
Financial Statements: |
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2 |
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3 |
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4 |
Supplemental Schedule as of December 31, 2005: |
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10 |
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12 |
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| EXHIBIT 23.1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of the
Savings Plus Plan,
Lam Research 401(k)
We have audited the financial statements of the Savings Plus Plan, Lam Research 401(k) (the Plan)
as of December 31, 2005 and 2004, and for the year ended December 31, 2005, as listed in the
accompanying table of contents. These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. 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 the Plan’s 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 net assets available for benefits of the Plan as of December 31, 2005 and 2004, and
the changes in net assets available for benefits for the year ended December 31, 2005, in
conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule, as listed in the accompanying table of contents, is
presented for the purpose of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule
has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Mohler, Nixon & Williams
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
May 31, 2006
1
SAVINGS PLUS PLAN,
LAM RESEARCH 401(k)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2005 |
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2004 |
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Assets: |
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Investments, at fair value |
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$ |
190,327,702 |
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$ |
172,568,527 |
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Participant loans |
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2,288,875 |
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2,143,521 |
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Assets held for investment purposes |
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192,616,577 |
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174,712,048 |
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Liabilities: |
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Other liabilities |
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4,466 |
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739 |
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Net assets available for benefits |
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$ |
192,612,111 |
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$ |
174,711,309 |
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See notes to financial statements.
2
SAVINGS PLUS PLAN,
LAM RESEARCH 401(k)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the year ended December 31, 2005
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Additions to net assets attributed to: |
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Investment income: |
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Dividends and interest |
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$ |
7,683,371 |
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Net realized and unrealized appreciation
in fair value of investments |
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4,893,990 |
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12,577,361 |
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Contributions: |
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Participants’ |
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11,645,010 |
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Employer’s |
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3,316,982 |
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14,961,992 |
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Total additions |
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27,539,353 |
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Deductions from net assets attributed to: |
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Withdrawals and distributions |
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9,440,740 |
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Administrative expenses |
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197,811 |
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Total deductions |
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9,638,551 |
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Net increase in net assets |
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17,900,802 |
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Net assets available for benefits: |
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Beginning of year |
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174,711,309 |
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End of year |
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$ |
192,612,111 |
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See notes to financial statements.
3
SAVINGS PLUS PLAN,
LAM RESEARCH 401(k)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
NOTE 1 — THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES
General — The following description of the Savings Plus Plan, Lam Research 401(k) (the Plan)
provides only general information. Participants should refer to the Plan document for a more
complete description of the Plan’s provisions.
The Plan is a defined contribution plan that was established in 1985 by Lam Research Corporation
(the Company) to provide benefits to eligible employees, as defined in the Plan document. The Plan
is currently designed to be qualified under the applicable requirements of the Internal Revenue
Code, as amended, and the provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA).
Administration - The Company and the Plan Committee (the Committee) manage the operation and
administration of the Plan. A third-party administrator processes and maintains the records of
participant data. During 2005 and 2004, American Stock Transfer and Trust Company (AST) acted as
the trustee and custodian. Substantially all expenses incurred for administering the Plan are paid
by the Plan, unless paid by the Company.
Estimates — The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Basis of accounting - The financial statements of the Plan are prepared on the accrual method of
accounting in accordance with accounting principles generally accepted in the United States of
America.
Investments - Investments of the Plan are held by AST and are invested based solely upon
instructions received from participants.
The Plan’s investments are valued at fair value as of the last day of the Plan year, as measured by
quoted market prices. Participant loans are valued at cost, which approximates fair value.
Cash and cash equivalents — All highly liquid investments purchased with an original maturity of
three months or less (generally money market funds) are considered to be cash equivalents. These
investments are usually held for a short period of time, pending long-term investment.
4
Income taxes - The Plan has been amended since receiving its favorable determination letter dated
January 21, 2004. The Plan is operated in accordance with, and is intended to qualify under, the
applicable requirements of the Internal Revenue Code and related state statutes, and the trust,
which forms a part of the Plan, is intended to be exempt from federal income and state franchise
taxes.
Reconciliation of financial statements to Form 5500 - The differences between the information
reported in the financial statements and the information reported in the Form 5500 arise primarily
from the reporting of benefits payable in the Form 5500 of approximately $11,000 and $54,000 at
December 31, 2005 and 2004, respectively.
Risks and uncertainties - The Plan provides for various investment options in any combination of
investment securities offered by the Plan. In addition, Company common stock is included as an
investment under the Plan. Investment securities are exposed to various risks, such as interest
rate, market fluctuations and credit risks. Due to the risk associated with certain investment
securities, it is at least reasonably possible that changes in market values, interest rates or
other factors in the near term would materially affect participants’ account balances and the
amounts reported in the statements of net assets available for benefits and the statement of
changes in net assets available for benefits.
NOTE 2 — RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS
Participants may elect to invest a portion of their accounts in the common stock of the Company.
The aggregate investment in Company common stock at December 31, 2005 and 2004 was as follows:
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2005 |
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2004 |
Number of shares |
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204,518 |
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297,932 |
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Fair value |
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7,297,202 |
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8,613,214 |
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NOTE 3 — PARTICIPATION AND BENEFITS
Participant contributions – During 2005 and 2004, participants could elect to contribute from 2% to
20% of their Eligible Compensation, as defined by the Plan, per payroll period not to exceed the
amount allowable under current income tax regulations. Participants who elect to contribute a
portion of their eligible compensation to the Plan agree to accept an equivalent reduction in
taxable compensation. Contributions withheld are invested in accordance with the participants’
direction.
Participants are also allowed to make rollover contributions of amounts received from other
tax-qualified employer-sponsored retirement plans. Such contributions are
deposited in the appropriate investment funds in accordance with the participants’ direction and
the Plan’s provisions.
5
Employer contributions — The Company may make matching contributions as defined in the Plan and as
approved by the Board of Directors. In 2005, the Company matched 50% of each eligible participant’s
salary deferral contribution (excluding catch-up contributions) up to a maximum of the first 6% of
the participant’s eligible compensation on a per payroll period basis. The Plan also allows for a
discretionary profit sharing contribution. No discretionary contribution was made for the year
ended December 31, 2005.
Vesting - Participants are immediately vested in their entire account, including employer matching
and discretionary profit sharing contributions (if any).
Participant accounts — Each participant’s account is credited with the participant’s contribution,
Plan earnings or losses in funds selected by the participant, and an allocation of the Company’s
contribution, if any. Allocation of the Company’s contribution is based on participant
contributions and / or compensation, as defined in the Plan.
Payment of benefits — Upon termination, each participant (or beneficiary) may elect to leave his or
her account balance in the Plan until age 70 ½
or receive his or her total benefits
in a lump sum amount equal to the value of the participant’s account, in installments over a period
of years, or over a term certain under a non-transferable annuity contract. The Plan requires lump
sum distribution of participant account balances that do not exceed $1,000.
Loans to participants — The Plan allows participants to borrow not less than $1,000 and up to the
lesser of $50,000 or 50% of their account balance. The loans are secured by the participant’s
balance reduced by certain balances of outstanding or defaulted loans. Such loans bear interest at
the available market financing rates and must be repaid to the Plan within a five-year period,
unless the loan is used for the purchase of a principal residence in which case the maximum
repayment period is 15 years. The specific terms and conditions of such loans are established by
the Committee. Outstanding loans at December 31, 2005 carry interest rates ranging from 5.0% to
10.5%.
6
NOTE 4 — INVESTMENTS
The following table presents the fair values of investments and investment funds that include 5% or
more of the Plan’s net assets at December 31:
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2005 |
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2004 |
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Fidelity Advisor Funds: |
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Value Strategies Fund |
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20,159,193 |
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22,054,892 |
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Overseas Fund |
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14,318,856 |
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10,720,424 |
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MFS Value Fund |
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24,581,875 |
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21,601,008 |
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Franklin Small Mid Cap Growth Fund |
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19,451,357 |
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16,393,818 |
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Metlife Stable Value Account |
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26,076,225 |
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22,197,547 |
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Vanguard Institutional Index Fund |
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21,899,851 |
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19,892,577 |
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American Funds Amcap Fund |
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17,187,200 |
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15,841,558 |
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Other Funds individually less than 5% of net
assets* |
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48,942,020 |
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46,010,224 |
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Assets held for investment purposes |
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192,616,577 |
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$ |
174,712,048 |
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| * |
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Included in “Other Funds individually less than 5% of net assets” are investments in the
TCW Investment Management Company Large-Cap Growth Fund and the Renaissance Investment Management,
Inc. Balanced Investment Option Fund. These funds are unitized funds which consist of a number of
investments managed by the investment manager specifically for the Plan, none of which individually
account for more than 5% of net assets. |
The Plan’s investments (including gains and losses on investments bought and sold, as well as held
during the year) appreciated (depreciated) in value as follows for the year ended December 31,
2005:
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Mutual funds |
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$ |
1,588,140 |
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Common stock |
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3,379,768 |
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Bonds |
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(73,918 |
) |
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$ |
4,893,990 |
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NOTE 5 — PLAN TERMINATION OR MODIFICATION
The Company intends to continue the Plan indefinitely for the benefit of its participants; however,
it reserves the right to terminate or modify the Plan at any time by resolution of its Board of
Directors (or other authorized party) and subject to the provisions of ERISA.
7
NOTE 6 – SUBSEQUENT EVENTS
On April 1, 2006 MG Trust Company, LLC replaced American Stock Transfer and Trust Company as the
custodian and trustee of the Plan. Concurrent with the change in custodian and trustee, the Plan
was also amended to limit the percentage of each individual participant’s future contributions in
Lam common stock not to exceed 25%.
8
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SAVINGS PLUS PLAN,
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EIN: 94-2634797 |
LAM RESEARCH 401(k)
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PLAN #001 |
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2005
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| Identity of issue, borrower, |
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Description of investment including maturity date, |
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Current |
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| lessor or similar party |
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rate of interest, collateral, par or maturity value |
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value |
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Fidelity Advisor Balanced Fund |
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Mutual Fund |
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$ |
7,772,725 |
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Fidelity Advisor Intermediate Bond Fund |
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Mutual Fund |
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4,055,883 |
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Fidelity Advisor Overseas Fund |
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Mutual Fund |
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14,318,856 |
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Fidelity Advisor Value Strategies Fund |
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Mutual Fund |
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20,159,193 |
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Franklin Small Mid Cap Growth Fund |
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Mutual Fund |
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19,451,357 |
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American Funds Amcap Fund |
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Mutual Fund |
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17,187,200 |
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MFS Value Fund |
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Mutual Fund |
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24,581,875 |
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Metlife Stable Value Account |
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Fixed Income Fund |
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26,076,225 |
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Vanguard Institutional Index Fund |
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Mutual Fund |
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21,899,851 |
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TCW Investment Management Company |
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Large Cap Growth Fund: ** |
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Adobe Systems Inc. |
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Common Stock |
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253,767 |
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Aflac Inc. |
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Common Stock |
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105,420 |
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Amazon Com Inc |
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Common Stock |
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921,829 |
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American Intern’l Grp |
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Common Stock |
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179,308 |
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Amgen Inc. |
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Common Stock |
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257,951 |
|
Apollo Group Cl A |
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Common Stock |
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338,878 |
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Cisco Systems Inc. |
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Common Stock |
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|
132,954 |
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Commerce Bancorp Nj |
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Common Stock |
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|
350,775 |
|
Dell Inc. |
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Common Stock |
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|
302,645 |
|
Ebay Inc. |
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Common Stock |
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|
841,364 |
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Electronic Arts |
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Common Stock |
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|
335,935 |
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Genentech Inc. New |
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Common Stock |
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|
679,782 |
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General Electric Co. |
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Common Stock |
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|
183,592 |
|
Google Inc Cl A |
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Common Stock |
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|
525,628 |
|
Maxim Integrated Prods Inc. |
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Common Stock |
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|
272,489 |
|
Network Appl. Inc. |
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Common Stock |
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|
468,450 |
|
Pixar Com |
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Common Stock |
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|
426,821 |
|
Progressive Corp. |
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Common Stock |
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|
1,257,020 |
|
Qualcomm |
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Common Stock |
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|
621,300 |
|
Salesforce.Com Inc |
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Common Stock |
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|
202,236 |
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Starbucks Corp. |
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Common Stock |
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|
351,447 |
|
Varian Medical Systems |
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Common Stock |
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|
283,314 |
|
Walgreen Co. |
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Common Stock |
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|
229,134 |
|
Xilinx Inc. |
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Common Stock |
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|
209,092 |
|
Xm Satellite Radio Hldgs A |
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Common Stock |
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|
285,431 |
|
Yahoo Inc. |
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Common Stock |
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|
817,373 |
|
Wheat First/Evergreen US Govt |
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Money Market |
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|
272,955 |
|
10
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| Identity of issue, borrower, |
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Description of investment including maturity date, |
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Current |
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| lessor or similar party |
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rate of interest, collateral, par or maturity value |
|
value |
|
Renaissance Investment Management, Inc. |
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Balanced Investment Option Fund: ** |
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Aflac Inc. |
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Common Stock |
|
|
254,846 |
|
Allstate Corp. |
|
Common Stock |
|
|
221,687 |
|
American Express Co. |
|
Common Stock |
|
|
262,961 |
|
Amgen Inc. |
|
Common Stock |
|
|
248,803 |
|
Automatic Data Processing |
|
Common Stock |
|
|
253,689 |
|
Bank of America Corp. |
|
Common Stock |
|
|
250,825 |
|
Bausch & Lomb Inc |
|
Common Stock |
|
|
203,700 |
|
Best Buy Co. |
|
Common Stock |
|
|
253,489 |
|
Black & Decker |
|
Common Stock |
|
|
289,142 |
|
Boeing Company |
|
Common Stock |
|
|
267,123 |
|
Carlisle Inc. |
|
Common Stock |
|
|
269,339 |
|
Centex Corp |
|
Common Stock |
|
|
265,228 |
|
Charles Schwab Corporation |
|
Common Stock |
|
|
234,060 |
|
Cisco Systems Inc. |
|
Common Stock |
|
|
209,720 |
|
Coca-Cola Company |
|
Common Stock |
|
|
244,762 |
|
Conocophillips |
|
Common Stock |
|
|
237,782 |
|
Constellation Energy |
|
Common Stock |
|
|
230,400 |
|
Cvs Corp. |
|
Common Stock |
|
|
261,822 |
|
Eaton Corp. |
|
Common Stock |
|
|
257,626 |
|
Edison Intl |
|
Common Stock |
|
|
251,019 |
|
Federal Express Corp |
|
Common Stock |
|
|
307,068 |
|
Franklin Resources Inc. |
|
Common Stock |
|
|
296,602 |
|
Goldman Sachs Group Inc |
|
Common Stock |
|
|
252,227 |
|
Hartford Financial Services Group |
|
Common Stock |
|
|
254,234 |
|
Hewlett Packard Co |
|
Common Stock |
|
|
251,114 |
|
Home Depot Incorporated |
|
Common Stock |
|
|
218,592 |
|
Ims Health Inc. |
|
Common Stock |
|
|
262,507 |
|
Intel Corporation |
|
Common Stock |
|
|
261,830 |
|
Intl Business Machines Inc |
|
Common Stock |
|
|
253,176 |
|
Johnson & Johnson |
|
Common Stock |
|
|
258,190 |
|
Kroger Co |
|
Common Stock |
|
|
256,239 |
|
Mcdonalds Corp. |
|
Common Stock |
|
|
236,040 |
|
Mckesson Hboc Inc. |
|
Common Stock |
|
|
292,773 |
|
Metlife Inc. |
|
Common Stock |
|
|
259,700 |
|
Monsanto Company New |
|
Common Stock |
|
|
282,597 |
|
Morgan Stanley |
|
Common Stock |
|
|
276,608 |
|
Motorola Inc. |
|
Common Stock |
|
|
256,961 |
|
National Semiconductor |
|
Common Stock |
|
|
256,942 |
|
Nike Inc |
|
Common Stock |
|
|
243,012 |
|
Nordstrom Inc. |
|
Common Stock |
|
|
236,293 |
|
Nucor Inc. |
|
Common Stock |
|
|
260,208 |
|
Occidental Petroleum Corp. |
|
Common Stock |
|
|
239,241 |
|
Texas Instruments Inc. |
|
Common Stock |
|
|
256,560 |
|
Txu Corp |
|
Common Stock |
|
|
250,850 |
|
Tyson Foods, Inc., Cl A |
|
Common Stock |
|
|
228,884 |
|
Unitedhealth Group Inc. |
|
Common Stock |
|
|
268,258 |
|
Valero Energy Corp New |
|
Common Stock |
|
|
241,488 |
|
Wal-Mart Stores Inc |
|
Common Stock |
|
|
238,680 |
|
Wellpoint Inc. |
|
Common Stock |
|
|
261,711 |
|
Xto Energy Inc. |
|
Common Stock |
|
|
236,837 |
|
U.S. Treasury Note, 4.750%
due 11-15-08 |
|
Bonds |
|
|
570,297 |
|
U.S. Treasury Note, 5.500%
due 02-15-08 |
|
Bonds |
|
|
551,981 |
|
U.S. Treasury Note, 4.000%
due 03-15-10 |
|
Bonds |
|
|
2,138,723 |
|
Wheat First/Evergreen US Govt |
|
Money Market |
|
|
258,274 |
|
* Lam Research Corporation Common Stock |
|
Company Stock |
|
|
7,297,202 |
|
* Cash and cash equivalents |
|
Money Market |
|
|
237,725 |
|
* Participant loans |
|
Interest rates ranging from 5.0% to 10.5% |
|
|
2,288,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
192,616,577 |
|
|
|
|
|
|
|
|
|
|
| * |
|
Party-in-interest |
| |
| ** |
|
These funds are unitized funds which consist of a number of investments managed specifically for the Plan, which are listed individually on this Schedule. |
11
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
|
|
|
|
|
|
Lam Research Corporation
|
|
|
|
|
|
|
Registrant |
|
|
|
|
|
|
|
|
|
Date: June 16, 2006 |
|
|
|
|
|
|
|
|
By:
|
|
/s/ Roch LeBlanc |
|
|
|
|
|
|
|
|
|
|
|
|
|
Roch LeBlanc |
|
|
|
|
|
|
Title: Chairman, Savings Plus Plan, Lam Research 401(k) Committee
Lam Research Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
On behalf of the administrator of
the Savings Plus Plan, Lam Research 401(k) |
|
|
12
EXHIBIT INDEX
| |
|
|
| Exhibit Number |
|
Description |
23.1
|
|
Consent of Mohler, Nixon & Williams, Accountancy
Corporation, Independent Registered Public
Accounting Firm |