Edgar Filing: LAM RESEARCH CORP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 10-Q

___________________________________________________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 26, 2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-12933

___________________________________________________________

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________________________________



Delaware		94-2634797
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



4650 Cushing Parkway Fremont, California		94538
(Address of principal executive offices)		(Zip Code)

(510) 572-0200

(Registrant’s telephone number, including area code)

__________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of April 20, 2017, the Registrant had 161,311,880 shares of common stock outstanding.

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LAM RESEARCH CORPORATION

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		Page No.
	PART I. Financial Information

Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Statements of Operations for the three and nine months ended March 26, 2017 and March 27, 2016	3
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended March 26, 2017 and March 27, 2016	4
	Condensed Consolidated Balance Sheets as of March 26, 2017 and June 26, 2016	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended March 26, 2017 and March 27, 2016	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37

	PART II. Other Information

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	50
Item 6.	Exhibits	50
Signatures		51
Exhibit Index		52

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PART I. FINANCIAL INFORMATION


ITEM 1.	Financial Statements

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



	Three Months Ended						Nine Months Ended
	March 26, 2017			March 27, 2016			March 26, 2017			March 27, 2016
Revenue	$	2,153,995		$	1,314,055		$	5,668,713		$	4,339,632
Cost of goods sold	1,182,591			742,790			3,134,315			2,419,494
Gross margin	971,404			571,265			2,534,398			1,920,138
Research and development	265,986			221,494			748,030			676,457
Selling, general and administrative	167,000			159,018			492,175			478,666
Total operating expenses	432,986			380,512			1,240,205			1,155,123
Operating income	538,418			190,753			1,294,193			765,015
Other expense, net	(7,838		)	(29,834		)	(86,015		)	(86,890		)
Income before income taxes	530,580			160,919			1,208,178			678,125
Income tax benefit (expense)	44,133			(17,468		)	(36,839		)	(23,015		)
Net income	$	574,713		$	143,451		$	1,171,339		$	655,110
Net income per share:
Basic	$	3.52		$	0.90		$	7.22		$	4.13
Diluted	$	3.10		$	0.82		$	6.40		$	3.76
Number of shares used in per share calculations:
Basic	163,408			159,039			162,225			158,605
Diluted	185,094			174,373			182,885			174,329
Cash dividend declared per common share	$	0.45		$	0.30		$	1.20		$	0.90

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LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)



	Three Months Ended						Nine Months Ended
	March 26, 2017			March 27, 2016			March 26, 2017			March 27, 2016
Net income	$	574,713		$	143,451		$	1,171,339		$	655,110
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	6,648			5,066			(3,279		)	(3,778		)
Cash flow hedges:
Net unrealized (losses) gains during the period	(12,478		)	(1,611		)	326			1,548
Net (gains) losses reclassified into earnings	(4,904		)	3,331			6,544			452
	(17,382		)	1,720			6,870			2,000
Available-for-sale investments:
Net unrealized gains (losses) during the period	5,595			6,105			(10,713		)	3,720
Net (gains) losses reclassified into earnings	(510		)	(128		)	484			(352		)
	5,085			5,977			(10,229		)	3,368
Defined benefit plans, net change in unrealized component	124			128			369			316
Other comprehensive loss, net of tax	(5,525		)	12,891			(6,269		)	1,906
Comprehensive income	$	569,188		$	156,342		$	1,165,070		$	657,016

See Notes to Condensed Consolidated Financial Statements

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LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)



	March 26, 2017			June 26, 2016
	(unaudited)			(1)
ASSETS
Cash and cash equivalents	$	2,128,570		$	5,039,322
Investments	3,755,036			1,788,612
Accounts receivable, less allowance for doubtful accounts of $5,095 as of March 26, 2017 and $5,155 as of June 26, 2016	1,636,090			1,262,145
Inventories	1,133,196			971,911
Prepaid expenses and other current assets	223,056			151,160			(2)
Total current assets	8,875,948			9,213,150
Property and equipment, net	675,707			639,608
Restricted cash and investments	256,157			250,421
Goodwill	1,385,545			1,386,276
Intangible assets, net	449,605			564,921
Other assets	232,224			209,939			(2)
Total assets	$	11,875,186		$	12,264,315
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	473,415		$	348,199
Accrued expenses and other current liabilities	850,762			772,910
Deferred profit	527,274			349,199
Current portion of convertible notes and capital leases	905,288			947,733			(2)
Total current liabilities	2,756,739			2,418,041
Senior notes, convertible notes, and capital leases, less current portion	1,777,297			3,378,129			(2)
Income taxes payable	137,173			231,514
Other long-term liabilities	282,615			134,562
Total liabilities	4,953,824			6,162,246
Commitments and contingencies
Temporary equity, convertible notes	175,108			207,552
Stockholders’ equity:
Preferred stock, at par value of $0.001 per share; authorized - 5,000 shares, none outstanding	—			—
Common stock, at par value of $0.001 per share; authorized, 400,000 shares; issued and outstanding, 163,969 shares at March 26 , 2017 and 160,201 shares at June 26, 2016	164			160
Additional paid-in capital	5,727,320			5,572,898
Treasury stock, at cost; 103,114 shares at March 26, 2017 and 101,071 shares at June 26, 2016	(4,701,388		)	(4,429,317		)
Accumulated other comprehensive loss	(75,602		)	(69,333		)
Retained earnings	5,795,760			4,820,109
Total stockholders’ equity	6,746,254			5,894,517
Total liabilities and stockholders’ equity	$	11,875,186		$	12,264,315

(1) Derived from audited financial statements

(2) Adjusted for effects of retrospective implementation of ASU 2015-3, see Note 2 and Note 11 for additional information.

See Notes to Condensed Consolidated Financial Statements

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LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



	Nine Months Ended
	March 26, 2017			March 27, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,171,339		$	655,110
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	227,869			216,052
Deferred income taxes	69,867			(2,295		)
Equity-based compensation expense	106,173			103,060
Loss on extinguishment of debt	36,325			—
Amortization of note discounts and issuance costs	19,168			55,938
Other, net	10,777			29,869
Changes in operating assets and liabilities	(341,508		)	(131,281		)
Net cash provided by operating activities	1,300,010			926,453
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and intangible assets	(122,608		)	(123,604		)
Purchases of available-for-sale securities	(3,594,060		)	(844,814		)
Sales and maturities of available-for-sale securities	1,616,316			1,037,751
(Issuance) repayment of notes receivable, net	(500		)	7,882
Transfers of restricted cash and investments	(5,736		)	—
Other, net	(11,127		)	(6,246		)
Net cash (used for) provided by investing activities	(2,117,715		)	70,969
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations and payments for debt issuance costs	(1,685,868		)	(36,949		)
Treasury stock purchases	(285,894		)	(131,275		)
Dividends paid	(169,786		)	(143,094		)
Reissuance of treasury stock related to employee stock purchase plan	36,543			35,632
Proceeds from issuance of common stock	12,544			1,858
Other, net	(124		)	7,686
Net cash used for financing activities	(2,092,585		)	(266,142		)
Effect of exchange rate changes on cash and cash equivalents	(462		)	(798		)
Net (decrease) increase in cash and cash equivalents	(2,910,752		)	730,482
Cash and cash equivalents at beginning of period	5,039,322			1,501,539
Cash and cash equivalents at end of period	$	2,128,570		$	2,232,021
Schedule of non-cash transactions:
Accrued payables for stock repurchases	2,272			—
Accrued payables for capital expenditures	10,077			26,732
Dividends payable	73,953			47,791
Transfers of inventory to property and equipment, net	35,972			20,834

See Notes to Condensed Consolidated Financial Statements

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LAM RESEARCH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 26, 2017

(Unaudited)

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of Lam Research Corporation (“Lam Research” or the “Company”) for the fiscal year ended June 26, 2016, which are included in the Company’s Annual Report on Form 10-K as of and for the year ended June 26, 2016 (the “2016 Form 10-K”). The Company’s reports on Form 10-K, Form 10-Q and Form 8-K are available online at the Securities and Exchange Commission website on the Internet. The address of that site is www.sec.gov. The Company also posts its reports on Form 10-K, Form 10-Q and Form 8-K on its corporate website at http://investor.lamresearch.com. The content on any website referred to in this Form 10-Q is not a part of or incorporated by reference in this Form 10-Q unless expressly noted.

The condensed consolidated financial statements include the accounts of Lam Research and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s reporting period is a 52/53-week fiscal year. The Company’s current fiscal year will end June 25, 2017 and includes 52 weeks. The quarters ended March 26, 2017 (the “March 2017 quarter”) and March 27, 2016 (the “March 2016 quarter”) included 13 weeks.

NOTE 2 — RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB released Accounting Standards Update (“ASU”) 2014-9, “Revenue from Contracts with Customers,” to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of the standard is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The new standard defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

In April 2016, the FASB released ASU 2016-10, “Revenue from Contracts with Customers.” The amendment clarifies guidance in ASU 2014-09, “Revenue from Contracts with Customers” to improve guidance on criteria in assessing whether promises to transfer goods and services are separately identifiable and improve the understanding of the licensing implementation guidance.

In May 2016, the FASB released ASU 2016-12, “Revenue from Contracts with Customers,” which also clarifies guidance in ASU 2014-09 on assessing collectability, non-cash consideration, presentation of sales tax and completed contracts and contract modification in transition.

In December 2016, the FASB released ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” which provides for correction or improvement to the guidance previously issued in ASU 2014-09.

The Company is required to adopt these standards starting in the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within the standard; or (ii) retrospective with the cumulative effect of initially applying the standard recognized at the date of initial application and providing certain additional disclosures as defined per the standard. The Company has not yet selected a transition method, and is in the process of determining the impact that the new standard will have to its Condensed Consolidated Financial Statements and disclosures thereto. The Company does not plan to early adopt this standard.

In April 2015, the FASB released ASU 2015-3, “Interest – Imputation of Interest.” The amendment requires that debt issuance costs related to recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company adopted this standard in the September 2016 quarter, with retrospective application to the June 26, 2016 Condensed Consolidated Balance Sheet. The adoption did not have a material impact to the Condensed Consolidated Financial Statements.

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In September 2015, the FASB released ASU 2015-16, “Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments,” which eliminates the requirement to restate prior period financial statements for measurement period adjustments. Instead, the cumulative impact of measurement period adjustments, including the impact to prior periods, is required to be recognized in the reporting period in which the adjustment is identified. The Company adopted this standard in the September 2016 quarter, with no impact to the Condensed Consolidated Financial Statements.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” This ASU amends existing guidance to require that deferred income tax assets and liabilities be classified as non-current in a classified balance sheet, and eliminates the prior guidance which required an entity to separate deferred tax assets and liabilities into a current amount and a non-current amount in a classified balance sheet. The amendments in this ASU are effective for the Company beginning in its first quarter of fiscal year 2018. Earlier application is permitted as of the beginning of an interim or annual period. Additionally, the new guidance may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company plans to adopt the guidance prospectively in its first quarter of fiscal year 2018 with an anticipated reclassification from current assets and liabilities to non-current assets and liabilities on its Condensed Consolidated Balance Sheet.

In January 2016, the FASB released ASU 2016-1, “Financial Instruments - Overall - Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendment changes the accounting for and financial statement presentation of equity investments, other than those accounted for under the equity method of accounting or those that result in consolidation of the investee. The amendment provides clarity on the measurement methodology to be used for the required disclosure of fair value of financial instruments measured at amortized cost on the balance sheet and clarifies that an entity should evaluate the need for a valuation allowance on deferred tax assets related to available-for-sale securities in combination with the entity's other deferred tax assets, among other changes. The Company is required to adopt this standard starting in the first quarter of fiscal year 2019 and does not anticipate that implementation will have a material impact to its Condensed Consolidated Financial Statements.

In January 2016, the FASB released ASU 2016-2, “Leases.” The amendment requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The amendment offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The Company is required to adopt this standard starting in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption on its Condensed Consolidated Financial Statements.

In March 2016, the FASB released ASU 2016-9, “Compensation - Stock Compensation.” Key changes in the amendment include:


•	entities will be required to recognize all excess tax benefits or deficiencies as an income tax benefit or expense in the income statement, eliminating APIC pools;


•	entities will no longer be required to delay recognition of excess tax benefits until they are realized;


•	entities will be required to classify the excess tax benefits as an operating activity in the statement of cash flows;


•	entities will be allowed to elect an accounting policy to either estimate the number of forfeitures, or account for forfeitures as they occur; and


•	entities can withhold up to the maximum individual statutory tax rate without classifying the awards as a liability, the cash paid to satisfy the statutory income tax withholding obligations shall be classified as a financing activity in the statement of cash flows.

The Company is required to adopt this standard starting in the first quarter of fiscal year 2018. The Company is currently in the process of evaluating the impact of adoption on its Condensed Consolidated Financial Statements.

In June 2016, the FASB released ASU 2016-13, “Financial Instruments - Credit Losses.” The amendment revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses on financial instruments, including, but not limited to, available for sale debt securities and accounts receivable. The Company is required to adopt this standard starting in the first quarter of fiscal year 2021. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption on its Condensed Consolidated Financial Statements.

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In August 2016, the FASB released ASU 2016-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments.” The amendment provides and clarifies guidance on the classification of certain cash receipts and cash payments in the statement of cash flows to eliminate diversity in practice. The Company is required to adopt the standard update in the first quarter of fiscal year 2020, with a retrospective transition method required. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption on its Condensed Consolidated Financial Statements.

In October 2016, the FASB released ASU 2016-16, “Income Tax - Intra-Entity Transfers of Assets Other Than Inventory.” This standard update improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Early adoption is permitted. The Company is required to adopt the standard in the first quarter of fiscal year 2019. The Company is currently in the process of evaluating the impact of adoption on its Condensed Consolidated Financial Statements.

In November 2016, the FASB released ASU 2016-18, “Statement of Cash Flows - Restricted Cash.” This standard update requires that restricted cash and restricted cash equivalents be included in cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the statement of cash flows. The Company is required to adopt this standard in the first quarter of fiscal year 2019, with a retrospective transition method required. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption on its Condensed Consolidated Financial Statements.

NOTE 3 — EQUITY-BASED COMPENSATION PLANS

The Company has stock plans that provide for grants of equity-based awards to eligible participants, including stock options, restricted stock units (“RSUs”), and market-based performance RSUs (“Market-based PRSUs”) of Lam Research common stock (“Common Stock”). An option is a right to purchase Common Stock at a set price. An RSU award is an agreement to issue a set number of shares of Common Stock at the time of vesting. The Company’s Market-based PRSUs contain both a market condition and a service condition. The Company’s options, RSU and Market-based PRSU awards typically vest over a period of three years. The Company also has an employee stock purchase plan that allows employees to purchase its Common Stock at a discount through payroll deductions.

The Company recognized the following equity-based compensation expense and related income tax benefit in the Condensed Consolidated Statements of Operations:



	Three Months Ended				Nine Months Ended
	March 26, 2017		March 27, 2016		March 26, 2017		March 27, 2016
	(in thousands)
Equity-based compensation expense	$	35,323	$	34,716	$	106,173	$	103,060
Income tax benefit recognized related to equity-based compensation expense	$	9,954	$	9,840	$	29,674	$	28,589

The estimated fair value of the Company’s stock-based awards, less expected forfeitures, is amortized over the awards’ vesting term on a straight-line basis.

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Options and RSUs

The Lam Research Corporation 2015 Stock Incentive Plan, as amended (the “2015 Plan”), provides for the grant of non-qualified equity-based awards to eligible employees and non-employee directors of the Company and its subsidiaries. As of March 26, 2017, outstanding option and RSU awards were granted under the 2015 Plan, the Lam Research Corporation 2007 Stock Incentive Plan, as amended, or the 2011 Stock Incentive Plan, as amended (collectively the “Stock Plans”). A summary of stock plan transactions is as follows:



	Options Outstanding				RSUs Outstanding
	Number of Shares		Weighted- Average Exercise Price		Number of Shares		Weighted- Average Fair Market Value at Grant
June 26, 2016	907,411		$	47.41	4,335,104		$	69.30
Granted	90,128		$	119.67	1,591,129		$	112.67
Exercised	(375,274	)	$	34.22	N/A		N/A
Canceled	(13,950	)	$	70.02	(128,570	)	$	69.24
Vested restricted stock	N/A		N/A		(2,075,045	)	$	62.42
March 26, 2017	608,315		$	65.73	3,722,618		$	88.16

As of March 26, 2017, there was $5.3 million of total unrecognized compensation cost related to unvested options granted and outstanding; that cost is expected to be recognized over a weighted-average remaining vesting period of 2.4 years. As of March 26, 2017, there was $278.6 million of total unrecognized compensation expense related to unvested RSUs granted; that expense is expected to be recognized over a weighted-average remaining period of 2.4 years.

ESPP

The 1999 Employee Stock Purchase Plan, as amended and restated (the “1999 ESPP”), allows employees to designate a portion of their base compensation to be withheld through payroll deductions and used to purchase Common Stock at a purchase price per share equal to the lower of 85% of the fair market value of Common Stock on the first or last day of the applicable purchase period. Each offering period generally lasts up to 14 months and includes up to three interim purchase dates.

Purchase rights under the 1999 ESPP were valued using the Black-Scholes option valuation model and the following weighted-average assumptions for the nine months ended March 26, 2017 and March 27, 2016:



	Three Months Ended				Nine Months Ended
	March 26, 2017		March 27, 2016		March 26, 2017		March 27, 2016
Expected term (years)	0.78		0.68		0.73		0.68
Expected stock price volatility	27.24	%	35.61	%	31.80	%	31.85	%
Risk-free interest rate	0.52	%	0.29	%	0.41	%	0.19	%
Dividend Yield	1.00	%	1.18	%	1.10	%	0.95	%

As of March 26, 2017, there was $10.8 million of unrecognized compensation expense related to the 1999 ESPP, which is expected to be recognized over a remaining period of approximately 0.6 years.

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NOTE 4 — OTHER EXPENSE, NET

The significant components of other expense, net, are as follows:



	Three Months Ended						Nine Months Ended
	March 26, 2017			March 27, 2016			March 26, 2017			March 27, 2016
	(in thousands)
Interest income	$	16,345		$	8,148		$	40,053		$	20,637
Interest expense	(24,752		)	(38,056		)	(92,822		)	(101,294		)
Gains (losses) on deferred compensation plan related assets, net	4,294			(999		)	12,131			(4,180		)
Loss on extinguishment of debt	—			—			(36,325		)	—
Foreign exchange gains, net	679			2,457			2,910			2,271
Other, net	(4,404		)	(1,384		)	(11,962		)	(4,324		)
	$	(7,838	)	$	(29,834	)	$	(86,015	)	$	(86,890	)

Interest income in the three and nine months ended March 26, 2017 increased, as compared to the three and nine months ended March 27, 2016, due to higher cash and investment balances and higher yield. Interest expense decreased in the March 2017 quarter, as compared to the March 2016 quarter, due to the termination of the October 2015 bridge financing arrangement. Interest expense increased in the nine months ended March 26, 2017 as compared to the nine months ended March 27, 2016, primarily due to interest cost and fees associated with the $2.4 billion Senior Note issuance in the three months ended June 26, 2016. Loss on extinguishment of debt realized in the nine months ended March 26, 2017 is a result of the mandatory redemption of the Senior notes due 2023 and 2026, as well as the termination of the Term Loan Agreement (refer to Note 11 and Note 15 for additional details regarding our debt redemptions and termination). The increase in Other, net in the three and nine months ended March 26, 2017, as compared to the three and nine months ended March 27, 2016, is primarily due to increased charitable contributions.

NOTE 5 — INCOME TAX (BENEFIT) EXPENSE

The Company recorded an income tax (benefit) expense of $(44.1) million and $36.8 million for the three and nine months ended March 26, 2017, which yielded an effective tax rate of approximately (8.3)% and 3.0%, respectively.

The difference between the U.S. federal statutory tax rate of 35% and the Company’s effective tax rate for the three months and nine months ended March 26, 2017 is primarily due to income in lower tax jurisdictions and recognition of previously unrecognized tax benefits from lapse of statutes of limitation related to a prior business combination.

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NOTE 6 — NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net income per share is computed using the treasury stock method, for dilutive stock options, RSUs, convertible notes, and warrants. Dilutive shares outstanding include the effect of the convertible notes. Refer to Note 11 for additional information regarding the Company's convertible notes. The following table reconciles the numerators and denominators of the basic and diluted computations for net income per share.



	Three Months Ended				Nine Months Ended
	March 26, 2017		March 27, 2016		March 26, 2017		March 27, 2016
	(in thousands, except per share data)
Numerator:
Net income	$	574,713	$	143,451	$	1,171,339	$	655,110
Denominator:
Basic average shares outstanding	163,408		159,039		162,225		158,605
Effect of potential dilutive securities:
Employee stock plans	2,107		2,046		2,164		2,208
Convertible notes	16,829		12,999		16,230		13,161
Warrants	2,750		289		2,266		355
Diluted average shares outstanding	185,094		174,373		182,885		174,329
Net income per share - basic	$	3.52	$	0.90	$	7.22	$	4.13
Net income per share - diluted	$	3.10	$	0.82	$	6.40	$	3.76

For purposes of computing diluted net income per share, weighted-average common shares do not include potentially dilutive securities that are anti-dilutive under the treasury stock method. The following potentially dilutive securities were excluded:



	Three Months Ended		Nine Months Ended
	March 26, 2017	March 27, 2016	March 26, 2017	March 27, 2016
	(in thousands)
Number of options and RSUs excluded	28	332	135	287

Diluted shares outstanding do not include any effect resulting from the note hedges associated with the Company’s 2018 Notes as their impact would have been anti-dilutive.

NOTE 7 — FINANCIAL INSTRUMENTS

The Company maintains an investment portfolio of various holdings, types, and maturities. The Company’s mutual funds, which are related to the Company’s obligations under the deferred compensation plan, are classified as trading securities. Investments classified as trading securities are recorded at fair value based upon quoted market prices. Differences between the cost and fair value of trading securities are recognized as other income (expense) in the Condensed Consolidated Statements of Operations. All of the Company’s other investments are classified as available-for-sale and consequently are recorded in the Condensed Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss), net of tax.

Fair Value

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.

A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. The level of an asset or liability in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

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Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities with sufficient volume and frequency of transactions.

Level 2: Valuations based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or model-derived valuations techniques for which all significant inputs are observable in the market or can be corroborated by observable market data, for substantially the full term of the assets or liabilities.

Level 3: Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities and based on non-binding, broker-provided price quotes and may not have been corroborated by observable market data.

The Company’s primary financial instruments include its cash, cash equivalents, investments, restricted cash and investments, long-term investments, accounts receivable, accounts payable, long-term debt and capital leases, and foreign currency related derivative instruments. The estimated fair value of cash, accounts receivable and accounts payable approximates their carrying value due to the short period of time to their maturities. The estimated fair values of capital lease obligations approximate their carrying value as the substantial majority of these obligations have interest rates that adjust to market rates on a periodic basis. Refer to Note 11 for additional information regarding the fair value of the Company’s Senior Notes and Convertible Notes.

The following table sets forth the Company’s cash, cash equivalents, investments, restricted cash and investments, and other assets measured at fair value on a recurring basis as of March 26, 2017 and June 26, 2016:



	March 26, 2017
										(Reported Within)
	Cost		Unrealized Gain		Unrealized (Loss)			Fair Value		Cash and Cash Equivalents		Investments		Restricted Cash & Investments		Other Assets
	(in thousands)
Cash	$	404,520	$	—	$	—		$	404,520	$	398,391	$	—	$	6,129	$	—
Level 1:
Time Deposit	641,357		—		—			641,357		391,329		—		250,028		—
Money Market Funds	1,238,627		—		—			1,238,627		1,238,627		—		—		—
U.S. Treasury and Agencies	732,369		172		(3,245		)	729,296		34,973		694,323		—		—
Mutual Funds	50,374		2,479		—			52,853		—		—		—		52,853
Level 1 Total	2,662,727		2,651		(3,245		)	2,662,133		1,664,929		694,323		250,028		52,853
Level 2:
Municipal Notes and Bonds	256,720		168		(76		)	256,812		—		256,812		—		—
Government-Sponsored Enterprises	103,246		5		(35		)	103,216		39,493		63,723		—		—
Foreign Government Bonds	64,141		64		(186		)	64,019		1,287		62,732		—		—
Corporate Notes and Bonds	2,546,895		1,427		(4,170		)	2,544,152		24,470		2,519,682		—		—
Mortgage Backed Securities — Residential	103,560		48		(754		)	102,854		—		102,854		—		—
Mortgage Backed Securities — Commercial	55,214		1		(305		)	54,910		—		54,910		—		—
Level 2 Total	3,129,776		1,713		(5,526		)	3,125,963		65,250		3,060,713		—		—
Total	$	6,197,023	$	4,364	$	(8,771	)	$	6,192,616	$	2,128,570	$	3,755,036	$	256,157	$	52,853

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	June 26, 2016
										(Reported Within)
	Cost		Unrealized Gain		Unrealized (Loss)			Fair Value		Cash and Cash Equivalents		Investments		Restricted Cash & Investments		Other Assets
	(in thousands)
Cash	$	418,216	$	—	$	—		$	418,216	$	412,573	$	—	$	5,643	$	—
Level 1:
Time Deposit	904,243		—		—			904,243		659,465		—		244,778		—
Money Market Funds	3,904,288		—		—			3,904,288		3,904,288		—		—		—
U.S. Treasury and Agencies	446,530		2,041		(2		)	448,569		62,996		385,573		—		—
Mutual Funds	39,318		1,400		(397		)	40,321		—		—		—		40,321
Level 1 Total	5,294,379		3,441		(399		)	5,297,421		4,626,749		385,573		244,778		40,321
Level 2:
Municipal Notes and Bonds	265,386		355		(16		)	265,725		—		265,725		—		—
U.S. Treasury and Agencies	8,068		151		—			8,219		—		8,219		—		—
Government-Sponsored Enterprises	31,885		91		(13		)	31,963		—		31,963		—		—
Foreign Government Bonds	41,440		76		(4		)	41,512		—		41,512		—		—
Corporate Notes and Bonds	979,566		4,341		(566		)	983,341		—		983,341		—		—
Mortgage Backed Securities — Residential	17,395		37		(152		)	17,280		—		17,280		—		—
Mortgage Backed Securities — Commercial	55,129		30		(160		)	54,999		—		54,999		—		—
Level 2 Total	1,398,869		5,081		(911		)	1,403,039		—		1,403,039		—		—
Total	$	7,111,464	$	8,522	$	(1,310	)	$	7,118,676	$	5,039,322	$	1,788,612	$	250,421	$	40,321

The Company accounts for its investment portfolio at fair value. Realized gains (losses) for investment sales are specifically identified. Management assesses the fair value of investments in debt securities that are not actively traded through consideration of interest rates and their impact on the present value of the cash flows to be received from the investments. The Company also considers whether changes in the credit ratings of the issuer could impact the assessment of fair value. The Company did not recognize any losses on investments due to other-than-temporary impairments during the three and nine months ended March 26, 2017 or March 27, 2016. Additionally, gross realized gains and gross realized (losses) from sales of investments were approximately $0.3 million and $(0.7) million, respectively, in the three months ended March 26, 2017 and $0.2 million and $(0.3) million, respectively, in the three months ended March 27, 2016. Gross realized gains and gross realized (losses) from sales of investments were approximately $3.0 million and $(1.3) million, respectively, in the nine months ended March 26, 2017 and $1.0 million and $(2.4) million, respectively, in the nine months ended March 27, 2016.

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The following is an analysis of the Company’s cash, cash equivalents, investments, and restricted cash and investments in unrealized loss positions:



	March 26, 2017
	Unrealized Losses Less Than 12 Months					Unrealized Losses 12 Months or Greater					Total
	Fair Value		Gross Unrealized Loss			Fair Value		Gross Unrealized Loss			Fair Value		Gross Unrealized Loss
	(in thousands)
U.S. Treasury & Agencies	$	607,008	$	(3,245	)	$	—	$	—		$	607,008	$	(3,245	)
Municipal Notes and Bonds	104,474		(56		)	4,980		(20		)	109,454		(76		)
Government-Sponsored Enterprises	50,979		(26		)	533		(9		)	51,512		(35		)
Foreign Government Bonds	38,084		(186		)	—		—			38,084		(186		)
Corporate Notes and Bonds	1,553,348		(4,122		)	19,413		(48		)	1,572,761		(4,170		)
Mortgage Backed Securities — Residential	88,273		(628		)	9,072		(126		)	97,345		(754		)
Mortgage Backed Securities — Commercial	48,481		(294		)	3,755		(11		)	52,236		(305		)
	$	2,490,647	$	(8,557	)	$	37,753	$	(214	)	$	2,528,400	$	(8,771	)

The amortized cost and fair value of cash equivalents, investments and restricted investments with contractual maturities are as follows as of March 26, 2017:



	Cost		Estimated Fair Value
	(in thousands)
Due in one year or less	$	2,860,355	$	2,860,050
Due after one year through five years	2,742,845		2,736,594
Due in more than five years	138,929		138,599
	$	5,742,129	$	5,735,243

The Company has the ability, if necessary, to liquidate its investments in order to meet the Company’s liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than one year from the date of purchase nonetheless are classified as short-term on the accompanying Condensed Consolidated Balance Sheets.

Derivative Instruments and Hedging

The Company carries derivative financial instruments (“Derivatives”) on its Condensed Consolidated Balance Sheets at their fair values. The Company enters into foreign currency forward contracts and foreign currency options with financial institutions with the primary objective of reducing volatility of earnings and cash flows related to foreign currency exchange rate fluctuations. In addition, the Company enters into interest rate swap arrangements to manage interest rate risk. The counterparties to these Derivatives are large global financial institutions that the Company believes are creditworthy, and therefore, it does not consider the risk of counterparty nonperformance to be material.

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Cash Flow Hedges

The Company’s financial position is routinely subjected to market risk associated with foreign currency exchange rate fluctuations on non-U.S. dollar transactions or cash flows, primarily from Japanese yen-denominated revenues, and euro denominated and Korean won-denominated expenses. The Company’s policy is to mitigate the foreign exchange risk arising from the fluctuations in the value of these non-U.S. dollar denominated transactions or cash flows through a foreign currency cash flow hedging program, using forward contracts and foreign currency options that generally expire within 12 months and no later than 24 months. These hedge contracts are designated as cash flow hedges and are carried on the Company’s balance sheet at fair value with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in revenue/expense in the same period the hedged items are recognized.

In addition, during the year ended June 26, 2016, the Company entered into and settled forward-starting interest rate swap agreements to hedge against the variability of cash flows due to changes in certain benchmark interest rates on fixed rate debt. These instruments are designated as cash flow hedges at inception and are settled in conjunction with the issuance of debt. The effective portion of the contracts’ gain or loss is included in accumulated other comprehensive (loss) and is amortized into income as the hedged item impacts earnings.

At inception and at each quarter end, hedges are tested prospectively and retrospectively for effectiveness using regression analysis. Changes in the fair value of the forward contracts due to changes in time value are excluded from the assessment of effectiveness and are recognized in revenue or expense in the current period. The change in time value related to these contracts was not material for all reported periods. Changes in the fair value of foreign exchange options due to changes in time value are included in the assessment of effectiveness. To qualify for hedge accounting, the hedge relationship must meet criteria relating both to the derivative instrument and the hedged item. These criteria include identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows will be measured. There were no material gains or losses during the three or nine months ended March 26, 2017 and March 27, 2016 associated with ineffectiveness or forecasted transactions that failed to occur.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges must be tested to demonstrate an expectation of providing highly effective offsetting changes to future cash flows on hedged transactions. When derivative instruments are designated and qualify as effective cash flow hedges, the Company recognizes effective changes in the fair value of the hedging instrument within accumulated other comprehensive income (loss) until the hedged exposure is realized. Consequently, with the exception of excluded time value associated with the forward contracts and hedge ineffectiveness recognized, the Company’s results of operations are not subject to fluctuation as a result of changes in the fair value of the derivative instruments. If hedges are not highly effective or if the Company does not believe that the underlying hedged forecasted transactions will occur, the Company may not be able to account for its derivative instruments as cash flow hedges. If this were to occur, future changes in the fair values of the Company’s derivative instruments would be recognized in earnings. Additionally, related amounts previously recorded in other comprehensive income would be reclassified to income immediately. As of March 26, 2017, the Company had losses of $6.9 million accumulated in other comprehensive income, net of tax, related to foreign exchange cash flow hedges which it expects to reclassify from other comprehensive income into earnings over the next 12 months. Additionally, the Company had a net loss of $1.9 million accumulated in other comprehensive income, net of tax, related to interest rate contracts which it expects to reclassify from other comprehensive income into earnings over the next 8.0 years. As a result of the October 5, 2016 termination of the Agreement and Plan of Merger and Reorganization with KLA-Tencor Corporation ("KLA-Tencor") (see Note 15 for additional information), a gain of approximately $1.1 million accumulated in other comprehensive income, net of tax, related to interest rate contracts associated with the 2026 Notes (as defined in Note 11) were reclassified into earnings in the three months ended December 25, 2016.

Fair Value Hedges

During the fiscal year ended June 26, 2016, the Company entered into a series of interest rate contracts with a total notional value of $400 million whereby the Company receives fixed rates and pays variable rates based on certain benchmark interest rates, resulting in a net increase or decrease to interest expense, a component of Other expense, net in our Condensed Consolidated Statement of Operations. These interest rate contracts are designated as fair value hedges and hedge against changes in the fair value of our debt portfolio. The Company concluded that these interest rate contracts meet the criteria necessary to qualify for the short-cut method of hedge accounting, and as such an assumption is made that the change in the fair value of the hedged debt, due to changes in the benchmark rate, exactly offsets the change in the fair value of the interest rate swap. Therefore, the derivative is considered to be effective at achieving offsetting changes in the fair value of the hedged liability, and no ineffectiveness is recognized.

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Balance Sheet Hedges

The Company also enters into foreign currency forward contracts to hedge fluctuations associated with foreign currency denominated monetary assets and liabilities, primarily third party accounts receivables, accounts payables and intercompany receivables and payables. These forward contracts are not designated for hedge accounting treatment. Therefore, the change in fair value of these derivatives is recorded as a component of other income (expense) and offsets the change in fair value of the foreign currency denominated assets and liabilities, which are also recorded in other income (expense).

As of March 26, 2017, the Company had the following outstanding foreign currency contracts that were entered into under its cash flow and balance sheet hedge program:



	Notional Value
	Derivatives Designated as Hedging Instruments:				Derivatives Not Designated as Hedging Instruments:
	(in thousands)
Foreign Currency Forward Contracts
	Buy Contracts		Sell Contracts		Buy Contracts		Sell Contracts
Japanese yen	$	—	$	664,752	$	—	$	177,817
Euro	91,966		—		32,371		—
Korean won	43,105		—		4,185		—
Taiwan dollar	—		—		11,834		—
Swiss franc	—		—		7,394		—
Chinese renminbi	—		—		5,364
Singapore dollar	—		—		—		5,004
	$	135,071	$	664,752	$	61,148	$	182,821
Foreign Currency Option Contracts
	Buy Put		Sell Put		Buy Put⁽¹⁾		Sell Put
Japanese yen	$	35,709	$	—	$	30,698	$	30,698

(1) Contracts were entered into and designated as cash flow hedges under ASC 815, during the fiscal year as part of our cash flow hedge program. The contracts were subsequently de-designated during the three and nine months ended Marcy 26, 2017, changes in fair market value subsequent to de-designation effect current earnings.

The fair value of derivative instruments in the Company’s Condensed Consolidated Balance Sheets as of March 26, 2017 and June 26, 2016 were as follows:



	March 26, 2017						June 26, 2016
	Fair Value of Derivative Instruments (Level 2)						Fair Value of Derivative Instruments (Level 2)
	Asset Derivatives			Liability Derivatives			Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(in thousands)
Derivatives designated as hedging instruments:
Foreign exchange forward contracts	Prepaid expense and other assets	$	6,661	Accrued liabilities	$	10,962	Prepaid expense and other assets	$	249	Accrued liabilities	$	16,585
Interest rate contracts, short-term	Prepaid expense and other assets	973		Prepaid expense and other assets	—		Accrued expenses and other current liabilities	50		Prepaid expense and other assets	159
Interest rate contracts, long-term	Other assets	—		Other long-term liabilities	18,114		Other assets	8,661		Other long-term liabilities	—
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Prepaid expense and other assets	161		Accrued liabilities	162		Prepaid expense and other assets	107		Accrued liabilities	1,529
Total Derivatives		$	7,795		$	29,238		$	9,067		$	18,273

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Under the master netting agreements with the respective counterparties to the Company’s derivative contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. However, the Company has elected to present the derivative assets and derivative liabilities on a gross basis on its balance sheet. As of March 26, 2017, the potential effect of rights of off-set associated with the above foreign exchange and interest rate contracts would be an offset to assets and liabilities by $6.6 million, resulting in a net derivative asset of $1.2 million and net derivative liability of $22.7 million. As of June 26, 2016, the potential effect of rights of set-off associated with the above foreign exchange contracts would be an offset to both assets and liabilities by $6.4 million, resulting in a net derivative asset of $2.7 million and a net derivative liability of $11.9 million. The Company is not required to pledge, nor is the Company entitled to receive, cash collateral for these derivative transactions.

The effect of derivative instruments designated as cash flow hedges on the Company’s Condensed Consolidated Statements of Operations, including accumulated other comprehensive income (“AOCI”) was as follows:



		Three Months Ended March 26, 2017									Nine Months Ended March 26, 2017
		Effective Portion						Ineffective Portion and Amount Excluded from Effectiveness			Effective Portion						Ineffective Portion and Amount Excluded from Effectiveness
	Location of Gain (Loss) Recognized in or Reclassified into Income	Gain (Loss) Recognized in AOCI			Gain (Loss) Reclassified from AOCI into Income			Gain (Loss) Recognized in Income			Gain (Loss) Recognized in AOCI			Gain (Loss) Reclassified from AOCI into Income			Gain (Loss) Recognized in Income
Derivatives Designated as Hedging Instruments		(in thousands)
Foreign Exchange Contracts	Revenue	$	(16,734	)	$	5,646		2,367			(1,509		)	(8,379		)	3,780
Foreign Exchange Contracts	Cost of goods sold	2,095			(56		)	(227		)	1,544			(63		)	(322		)
Foreign Exchange Contracts	Selling, general, and administrative	898			(57		)	(76		)	526			(212		)	(112		)
Foreign Exchange Contracts	Other expense, net	—			—			(16		)	—			—			(13		)
Interest Rate Contracts	Other expense, net	—			(30		)	—			—			1,757			—
		$	(13,741	)	$	5,503		$	2,048		$	561		$	(6,897	)	$	3,333



		Three Months Ended March 27, 2016									Nine Months Ended March 27, 2016
		Effective Portion						Ineffective Portion and Amount Excluded from Effectiveness			Effective Portion						Ineffective Portion and Amount Excluded from Effectiveness
	Location of Gain (Loss) Recognized in or Reclassified into Income	Gain (Loss) Recognized in AOCI			Gain (Loss) Reclassified from AOCI into Income			Gain (Loss) Recognized in Income			Gain (Loss) Recognized in AOCI			Gain (Loss) Reclassified from AOCI into Income			Gain (Loss) Recognized in Income
Derivatives Designated as Hedging Instruments		(in thousands)
Foreign Exchange Contracts	Revenue	$	(8,873	)	$	3,721		$	337		$	(4,686	)	$	(2,465	)	$	584
Foreign Exchange Contracts	Cost of goods sold	1,043			61			(61		)	405			2,618			(97		)
Foreign Exchange Contracts	Selling, general, and administrative	317			(113		)	(28		)	291			256			(47		)
Interest Rate Contracts	Other expense, net	8,163			(96		)	67			8,163			(285		)	67
		$	650		$	3,573		$	315		$	4,173		$	124		$	507

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The effect of derivative instruments not designated as cash flow hedges on the Company’s Condensed Consolidated Statements of Operations was as follows:

Three Months Ended

Nine Months Ended

March 26,
2017

March 27,
2016

March 26,
2017

March 27,
2016

Derivatives Not Designated as Hedging Instruments:

Location
of (Loss) Gain
Recognized
in Income

Loss
Recognized
in Income

Gain
Recognized
in Income

(in thousands)

Foreign Exchange Contracts

Other
income

(3,067

)

3,451

893

11,018

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, restricted cash and investments, trade accounts receivable, and derivative financial instruments used in hedging activities. Cash is placed on deposit at large global financial institutions. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold the Company’s cash are creditworthy and, accordingly, minimal credit risk exists with respect to these balances.

The Company’s overall portfolio of available-for-sale securities must maintain an average minimum rating of “AA-” or “Aa3” as rated by Standard and Poor’s, Moody’s Investor Services, or Fitch Ratings. To ensure diversification and minimize concentration, the Company’s policy limits the amount of credit exposure with any one financial institution or commercial issuer.

The Company is exposed to credit losses in the event of nonperformance by counterparties on foreign currency and interest rate hedge contracts that are used to mitigate the effect of exchange rate and interest rate fluctuations, and on contracts related to structured share repurchase arrangements. These counterparties are large global financial institutions and, to date, no such counterparty has failed to meet its financial obligations to the Company.

Credit risk evaluations, including trade references, bank references and Dun & Bradstreet ratings, are performed on all new customers and the Company monitors its customers’ financial condition and payment performance. In general, the Company does not require collateral on sales.

NOTE 8 — INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or market. System shipments to Japanese customers, for which title does not transfer until customer acceptance, are classified as finished goods inventory and carried at cost until title transfers. Inventories consist of the following:



	March 26, 2017		June 26, 2016
	(in thousands)
Raw materials	$	601,057	$	536,844
Work-in-process	188,159		151,406
Finished goods	343,980		283,661
	$	1,133,196	$	971,911

NOTE 9 — GOODWILL AND INTANGIBLE ASSETS

Goodwill

The balance of goodwill is approximately $1.4 billion as of March 26, 2017 and June 26, 2016. As of March 26, 2017, $61.1 million of the goodwill balance is tax deductible and the remaining balance is not tax deductible due to purchase accounting and applicable foreign law.

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Intangible Assets

The following table provides the Company’s intangible assets as of March 26, 2017:



	Gross		Accumulated Amortization			Net
	(in thousands)
Customer relationships	$	615,141	$	(349,991	)	$	265,150
Existing technology	643,145		(465,516		)	177,629
Patents	36,553		(30,604		)	5,949
Other intangible assets	36,515		(35,638		)	877
Total intangible assets	$	1,331,354	$	(881,749	)	$	449,605

The following table provides the Company’s intangible assets as of June 26, 2016:



	Gross		Accumulated Amortization			Net
	(in thousands)
Customer relationships	$	615,272	$	(300,711	)	$	314,561
Existing technology	643,433		(401,036		)	242,397
Patents	36,053		(28,701		)	7,352
Other intangible assets	36,114		(35,503		)	611
Total intangible assets	$	1,330,872	$	(765,951	)	$	564,921

The Company recognized $38.6 million and $39.1 million in intangible asset amortization expense during the three months ended March 26, 2017 and March 27, 2016, respectively. The Company recognized $115.9 million and $117.4 million in intangible asset amortization expense during the nine months ended March 26, 2017 and March 27, 2016, respectively.

The estimated future amortization expense of intangible assets, excluding those with indefinite lives, as of March 26, 2017 was as follows:



Fiscal Year	Amount
	(in thousands)
2017 (remaining 3 months)	$	38,654
2018	153,515
2019	115,221
2020	50,447
2021	47,763
Thereafter	44,005
	$	449,605

NOTE 10 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:



	March 26, 2017		June 26, 2016
	(in thousands)
Accrued compensation	$	361,727	$	331,528
Warranty reserves	145,141		100,321
Income and other taxes payable	62,294		86,723
Dividend payable	73,953		48,052
Other	207,647		206,286
	$	850,762	$	772,910

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NOTE 11 — LONG-TERM DEBT AND OTHER BORROWINGS

As of March 26, 2017 and June 26, 2016, the Company's outstanding debt consisted of the following:



	March 26, 2017						June 26, 2016
	Amount (in thousands)				Effective Interest Rate		Amount (in thousands)				Effective Interest Rate
Fixed-rate 1.25% Convertible Notes Due May 15, 2018 ("2018 Notes")	$	449,768		⁽¹⁾	5.27	%	$	449,954		⁽²⁾	5.27	%
Fixed-rate 2.75% Senior Notes Due March 15, 2020 ("2020 Notes")	500,000				2.88	%	500,000				2.88	%
Fixed-rate 2.80% Senior Notes Due June 15, 2021 ("2021 Notes")	800,000				2.95	%	800,000				2.95	%
Fixed-rate 3.45% Senior Notes Due June 15, 2023 ("2023 Notes")	—				—		600,000				3.60	%
Fixed-rate 3.80% Senior Notes Due March 15, 2025 ("2025 Notes")	500,000				3.87	%	500,000				3.87	%
Fixed-rate 3.90% Senior Notes Due June 15, 2026 ("2026 Notes")	—				—		1,000,000				4.01	%
Fixed-rate 2.625% Convertible Notes Due May 15, 2041 ("2041 Notes")	631,090			⁽¹⁾	4.28	%	699,895			⁽²⁾	4.28	%
Total debt outstanding, at par	2,880,858						4,549,849
Unamortized discount	(184,315		)				(232,727		)
Fair value adjustment - interest rate contracts	(17,141		)				8,552
Unamortized bond issuance costs	(3,523		)				(7,213		)	⁽³⁾
Total debt outstanding, at carrying value	$	2,675,879					$	4,318,461
Reported as:
Current portion of long-term debt	$	904,693		⁽⁴⁾			$	940,537		⁽⁴⁾
Long-term debt	1,771,186						3,377,924
Total debt outstanding, at carrying value	$	2,675,879					$	4,318,461

____________________________

⁽¹⁾ As of March 26, 2017, these notes were convertible at the option of the bondholder, as a result of the condition described in (4) below. Upon closure of the conversion period, Notes not converted will be reclassified back into noncurrent liabilities and the temporary equity will be reclassified into permanent equity.

⁽²⁾ As of June 26, 2016, these notes were convertible at the option of the bond holder, as a result of the condition described in (4) below.

⁽³⁾The Company adopted ASU 2015-3, regarding the simplification of the presentation of bond issuance costs, which requires that bond issuance costs related to a recognized liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The Company applied the accounting standard update on a retrospective basis by reclassifying the presentation of bond issuance costs totaling $1.76 million which was originally included in prepaid assets and other current assets against current portion of convertible notes and capital leases, and $5.45 million which was originally included in other assets against senior notes, convertible notes, and capital leases, less current portion on the Condensed Consolidated Balance Sheets for June 26, 2016. There is no impact to the Company's Condensed Consolidated Statements of Operation, Stockholders' Equity, or Cash Flows for the fiscal year ended June 26, 2016.

⁽⁴⁾ As of the report date the market value of the Company's Common Stock was greater than 130% of the convertible notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end. As a result, the convertible notes were classified in current liabilities and a portion of the equity component, representing the unamortized discount, was classified in temporary equity on the Company's Consolidated Balance Sheets.

Convertible Senior Notes

In May 2011, the Company issued and sold $450 million in aggregate principal amount of 1.25% Convertible Senior Notes due May 2018 (the “2018 Notes”) at par. The Company pays cash interest at an annual rate of 1.25%, on the 2018 Notes, on a semi-annual basis on May 15 and November 15 of each year.

In June 2012, with the acquisition of Novellus Systems, Inc. (“Novellus”), the Company assumed $700 million in aggregate principal amount of 2.625% Convertible Senior Notes due May 2041 (the “2041 Notes,” and collectively with the 2018 Notes, the “Convertible Notes”). The Company pays cash interest at an annual rate of 2.625%, on a semi-annual basis on May 15 and November 15 of each year on the 2041 Notes. The 2041 Notes also have a contingent interest payment provision that may require the Company to pay additional interest, up to 0.60% per year, based on certain thresholds, beginning with the semi-annual interest payment on May 15, 2021, and upon the occurrence of certain events, as outlined in the indenture governing the 2041 Notes.

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The Company separately accounts for the liability and equity components of the Convertible Notes. The initial debt components of the Convertible Notes were valued based on the present value of the future cash flows using the Company’s borrowing rate at the date of the issuance or assumption for similar debt instruments without the conversion feature, which equals the effective interest rate on the liability component disclosed in the table below, respectively. The equity component was initially valued equal to the principle value of the notes, less the present value of the future cash flows using the Company’s borrowing rate at the date of the issuance or assumption for similar debt instruments without a conversion feature, which equated to the initial debt discount.

Under certain circumstances, the Convertible Notes may be converted into shares of the Company’s Common Stock. The number of shares each debenture is convertible into is based on conversion rates, disclosed in the table below. Conversions in the three and nine months ended March 26, 2017 were approximately $68.8 million and $69.0 million principal value of Convertible Notes, respectively.

Selected additional information regarding the Convertible Notes outstanding as of March 26, 2017 and June 26, 2016, the Convertible Notes consisted of the following:



	March 26, 2017				June 26, 2016
	2018 Notes		2041 Notes		2018 Notes		2041 Notes
	(in thousands, except years, percentages, conversion rate, and conversion price)
Carrying amount of permanent equity component, net of tax	$	85,380	$	155,445	$	72,992	$	152,397
Carrying amount of temporary equity component, net of tax	$	19,501	$	155,608	$	31,894	$	175,658
Remaining amortization period (years)	1.1		24.1		1.9		24.9
Fair Value of Notes (Level 2)	$	953,193	$	2,374,886
Conversion rate (shares of common stock per $1,000 principal amount of notes)	16.5232		29.6528
Conversion price (per share of common stock)	$	60.52	$	33.72
If-converted value in excess of par value	$	497,538	$	1,754,331
Estimated share dilution using average quarterly stock price $116.02 per share	3,555		13,274

Convertible Note Hedges and Warrants

Concurrent with the issuance of the 2018 Notes and $450 million of notes that matured in May of 2016 (the "2016 Notes"), the Company purchased a convertible note hedge and sold warrants. The warrants settlement is contractually defined as net share settlement. The exercise price is adjusted for certain corporate events, including dividends on the Company’s Common Stock. During the nine months ended March 26, 2017, warrants associated with the 2016 Notes were exercised resulting in the issuance of approximately 2.0 million shares of the Company's Common Stock. As of March 26, 2017, the warrants associated with the 2018 Notes had not been exercised and remained outstanding.

In conjunction with the convertible note hedge, counterparties agreed to sell to the Company shares of Common Stock equal to the number of shares issuable upon conversion of the 2018 Notes in full. The convertible note hedge transactions will be settled in net shares and will terminate upon the earlier of the maturity date or the first day none of the respective notes remain outstanding due to conversion or otherwise. Settlement of the convertible note hedge in net shares, based on the number of shares issued upon conversion of the 2018 Notes, on the expiration date would result in the Company receiving net shares equivalent to the number of shares issuable by the Company upon conversion of the 2018 Notes. The exercise price is adjusted for certain corporate events, including dividends on the Company’s Common Stock.

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The following table presents the details of the warrants and convertible note hedge arrangements as of March 26, 2017:



	2018 Notes
	(shares in thousands)
Warrants:
Underlying shares	7,435
Estimated share dilution using average quarterly stock price $116.02 per share	2,750
Exercise price	$	73.09
Expiration date range	August 15 - October 23, 2018
Convertible Note Hedge:
Number of shares available from counterparties	7,432
Exercise price	$	60.52

Senior Notes

On March 12, 2015, the Company completed a public offering of $500 million aggregate principal amount of the Company’s Senior Notes due March, 2020 (the “2020 Notes”) and $500 million aggregate principal amount of the Company’s Senior Notes due March, 2025 (the “2025 Notes” and, together with the 2020 Notes, the “Senior Notes”). The Company pays interest at an annual rate of 2.75% and 3.80%, respectively, on the 2020 Notes and 2025 Notes, on a semi-annual basis on March 15 and September 15 of each year. During the year ended June 26, 2016, the Company entered into a series of interest rate contracts hedging the fair value of a portion of the 2025 Notes par value, whereby the Company receives a fixed rate and pays a variable rate based on a certain benchmark interest rate. Refer to Note 7 for additional information regarding these interest rate contracts.

The Company may redeem the Senior Notes at a redemption price equal to 100% of the principal amount of such series (“par”), plus a “make whole” premium as described in the indenture in respect of the Senior Notes and accrued and unpaid interest before February 15, 2020, for the 2020 Notes and before December 15, 2024 for the 2025 Notes. The Company may redeem the Senior Notes at par, plus accrued and unpaid interest at any time on or after February 15, 2020 for the 2020 Notes and on or after December 24, 2024 for the 2025 Notes. In addition, upon the occurrence of certain events, as described in the indenture, the Company will be required to make an offer to repurchase the Senior Notes at a price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest.

On June 7, 2016, The Company completed a public offering of $800.0 million aggregate principal amount of Senior Notes due June 2021 (the "2021 Notes"), $600.0 million aggregate principal amount of Senior Notes due June 2023 (the "2023 Notes") and $1,000.0 million aggregate principal amount of Senior Notes due June 2026 (the "2026 Notes" together with the 2020, 2021, 2023, and 2025 Notes, the “Senior Notes”). The Company will pay interest at an annual rate of 2.80%, 3.45% and 3.90%, respectively, on the 2021 Notes, 2023 Notes and 2026 Notes, on a semi-annual basis on June 15 and December 15 of each year, beginning December 15, 2016.

As a result of the October 5, 2016 termination of the Agreement and Plan of Merger and Reorganization with KLA-Tencor (see Note 15 for additional information), the 2023 Notes and the 2026 Notes were redeemed on October 13, 2016 under the Special Mandatory Redemption terms of the indenture governing these Notes. The Company was required to redeem all of the 2023 Notes and the 2026 Notes then outstanding, at a special mandatory redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest of approximately $21.0 million from the date of initial issuance. In addition, in conjunction with the Special Mandatory Redemption of the 2023 Notes and the 2026 Notes in the three months ended December 25, 2016, the Company recognized approximately $2.5 million of loan issuance costs to other expense, net. The 2021 Notes are not subject to Special Mandatory Redemption.

The Company may redeem the 2021 Notes at a redemption price equal to 100% of the principal amount of such series (“par”), plus a “make whole” premium as described in the indenture in respect to the 2021 Notes and accrued and unpaid interest before May 15, 2021. The Company may redeem the 2021 Notes at par, plus accrued and unpaid interest at any time on or after May 15, 2021. In addition, upon the occurrence of certain events, as described in the indenture, the Company will be required to make an offer to repurchase the 2021 Notes at a price equal to 101% of the principal amount of the respective note, plus accrued and unpaid interest.

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Selected additional information regarding the Senior Notes outstanding as of March 26, 2017 is as follows:



	Remaining Amortization period	Fair Value of Notes (Level 2)
	(years)	(in thousands)
2020 Notes	3.0	$	505,820
2021 Notes	4.2	$	802,560
2025 Notes	8.0	$	503,910

Interest Cost

The following table presents the amount of interest cost recognized relating to both the contractual interest coupon and amortization of the debt discount, issuance costs, and effective portion of interest rate contracts with respect to the Convertible Notes, the Senior Notes, the term loan agreement and the revolving credit facility during the three and nine months ended March 26, 2017 and March 27, 2016.



	Three Months Ended					Nine Months Ended
	March 26, 2017			March 27, 2016		March 26, 2017			March 27, 2016
						(in thousands)
Contractual interest coupon	$	19,443		$	14,749	$	76,777		$	44,269
Amortization of interest discount	5,654			8,979		17,241			27,359
Amortization of issuance costs	482			13,124		1,931			28,224
Effect of interest rate contracts, net	(672		)	96		(4,296		)	285
Total interest cost recognized	$	24,907		$	36,948	$	91,653		$	100,137

Term Loan Agreement

On May 13, 2016, we entered into an Amended and Restated Term Loan Agreement (the “Amended and Restated Term Loan Agreement”), which amends and restates the Term Loan Agreement we entered into on November 10, 2015 with a syndicate of lenders. The Amended and Restated Term Loan Agreement provides for a commitment of $1,530.0 million senior unsecured term loan facility composed of two tranches (the "Commitments"); (i) a $1,005.0 million tranche of 3-year senior unsecured loans; and (ii) a $525.0 million tranche of 5-year senior unsecured loans. The Commitments automatically terminated on October 5, 2016, upon termination of the Agreement and Plan of Merger and Reorganization with KLA-Tencor Corporation (see Note 15 for additional detail). In conjunction with the termination of the Commitments the Company released approximately $3.7 million of loan issuance costs to loss on extinguishment of debt, a component of other expense, net in the three months ended December 25, 2016.

Revolving Credit Facility

On November 10, 2015, we entered into an Amendment and Restatement Agreement (as amended on April 26, 2016 by Amendment No. 1 to the Amended and Restated Credit Agreement, and as further amended, restated, supplemented or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), which amends and restates the Company's prior unsecured Credit Agreement, dated March 12, 2014 (as amended by Amendment No. 1, dated March 5, 2015). The Amended and Restated Credit Agreement provides for an increase to our revolving unsecured credit facility, from $300.0 million to $750.0 million with a syndicate of lenders. It includes an expansion option, subject to certain requirements, for us to request an increase in the facility of up to an additional $250.0 million, for a potential total commitment of $1.0 billion. Proceeds from the credit facility can be used for general corporate purposes. The facility matures on November 10, 2020. Termination of the Agreement and Plan of Merger and Reorganization with KLA-Tencor Corporation has no effect to the Amended and Restated Credit Agreement.

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Interest on amounts borrowed under the credit facility is, at the Company’s option, based on (i) a base rate, defined as the greatest of (a) prime rate, (b) Federal Funds rate plus 0.5%, or (c) one-month LIBOR plus 1.0%, plus a spread of 0.0% to 0.5%, or (ii) LIBOR multiplied by the statutory rate, plus a spread of 0.9% to 1.5% in each case as the applicable spread is determined based on the rating of the Company’s non-credit enhanced, senior unsecured long-term debt. Principal and any accrued and unpaid interest is due and payable upon maturity. Additionally, the Company will pay the lenders a quarterly commitment fee that varies based on the Company’s credit rating. The Restated Credit Agreement contains affirmative covenants, negative covenants, financial covenants and events of default that are substantially similar to those in the Amended and Restated Term Loan Agreement. As of March 26, 2017, the Company had no borrowings outstanding under the credit facility and was in compliance with all financial covenants.

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Operating Leases and Related Guarantees

The Company leases certain of its administrative, research and development (“R&D”) and manufacturing facilities, regional sales/service offices, and certain equipment under non-cancelable operating leases. Certain of the Company’s facility leases for buildings located at its Fremont, California headquarters and certain other facility leases provide the Company with options to extend the leases for additional periods or to purchase the facilities. Certain of the Company’s facility leases provide for periodic rent increases based on the general rate of inflation.

The Company has operating leases regarding certain improved properties in Fremont and Livermore, California (the “Operating Leases”). The Company was required to maintain cash collateral in an aggregate of approximately $250.0 million in separate interest-bearing accounts as security for the Company’s obligations. These amounts are recorded with other restricted cash and investments in the Company’s Condensed Consolidated Balance Sheet as of March 26, 2017.

During the te