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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549


FORM 11-K


(Mark One)

     
þ
  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

OR

     
o
  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

A.   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.   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

     
    Page No.
  1
Financial Statements:
   
  2
  3
  4
   
  10
  12
  13
EXHIBIT 23.1
  14
 EXHIBIT 23.1

 


Table of Contents

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, 2004 and 2003, and for the year ended December 31, 2004, 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. 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, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004, 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 6, 2005

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SAVINGS PLUS PLAN,
LAM RESEARCH 401(k)

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                 
    December 31,  
    2004     2003  
Assets:
               
Investments, at fair value
  $ 172,568,527     $ 152,517,219  
Participant loans
    2,143,521       2,172,282  
 
           
 
               
Assets held for investment purposes
    174,712,048       154,689,501  
 
               
Liabilities:
               
Other liabilities
    739       4,595  
 
           
 
               
Net assets available for benefits
  $ 174,711,309     $ 154,684,906  
 
           

See notes to financial statements.

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SAVINGS PLUS PLAN,
LAM RESEARCH 401(k)

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the year ended December 31, 2004
         
Additions to net assets attributed to:
       
Investment income:
       
Dividends and interest
  $ 1,643,679  
Net realized and unrealized appreciation in fair value of investments
    13,204,466  
 
     
 
       
 
    14,848,145  
 
     
 
       
Contributions:
       
Participants’
    10,799,484  
Employer’s
    3,107,564  
 
     
 
       
 
    13,907,048  
 
     
 
       
Total additions
    28,755,193  
 
     
 
       
Deductions from net assets attributed to:
       
Withdrawals and distributions
    8,589,433  
Administrative expenses
    139,357  
 
     
 
       
Total deductions
    8,728,790  
 
     
 
       
Net increase in net assets
    20,026,403  
 
       
Net assets available for benefits:
       
Beginning of year
    154,684,906  
 
     
 
       
End of year
  $ 174,711,309  
 
     

See notes to financial statements.

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SAVINGS PLUS PLAN,
LAM RESEARCH 401(k)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

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. Beginning in January 2004, American Stock Transfer and Trust Company (AST) acted as the trustee and custodian. As of December 31, 2003, Security Trust Company (STC) 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.

Reclassification – Certain prior year amounts have been reclassified to conform to the current year presentation.

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Investments - Investments of the Plan are held by AST as of December 31, 2004 and were held by STC as of December 31, 2003 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.

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 $54,000 and $10,000 at December 31, 2004 and 2003, 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, 2004 and 2003 was as follows:

                 
    2004     2003  
Number of shares
    297,932       327,789  
Fair value
  $ 8,613,214     $ 10,587,585  

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NOTE 3 - PARTICIPATION AND BENEFITS

Participant contributions – During 2004 and 2003, participants could elect to contribute from 2% to 20% of their eligible pre-tax compensation 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.

Employer contributions - The Company may make matching contributions as defined in the Plan and as approved by the Board of Directors. In 2004, 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, 2004.

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 1/2 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 $5,000.

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, 2004 carry interest rates ranging from 5.0% to 10.5%.

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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:

                 
    2004     2003  
Fidelity Advisor Funds:
               
Balanced Fund
  $ 7,989,620     $ 7,758,819  
Value Strategies Fund
    22,054,892       19,502,858  
Overseas Fund
    10,720,424       8,444,371  
MFS Value Fund
    21,601,008       17,656,881  
Franklin Small Mid Cap Growth Fund
    16,393,818       14,486,822  
Metlife Stable Value Account
    22,197,547       19,140,093  
Vanguard Institutional Index Fund
    19,892,577       16,800,968  
American Funds Amcap Fund
    15,841,558       14,070,466  
Lam Research Corporation Common Stock
    8,613,214       10,587,585  
Other Funds individually less than 5% of net assets *
    29,407,390       26,240,638  
 
           
 
               
Assets held for investment purposes
  $ 174,712,048     $ 154,689,501  
 
           


*   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, 2004:

         
Mutual funds
  $ 12,044,335  
Common stock
    1,198,224  
Bonds
    (38,093 )
 
     
 
       
 
  $ 13,204,466  
 
     

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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.

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SUPPLEMENTAL SCHEDULE

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SAVINGS PLUS PLAN,
LAM RESEARCH 401(k)
  EIN: 94-2634797
PLAN #001

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2004

                 
Identity of issue, borrower,   Description of investment including maturity date,       Current  
lessor or similar party   rate of interest, collateral, par or maturity value       value  
Fidelity Advisor Balanced Fund
  Mutual Fund       $ 7,989,620  
Fidelity Advisor Intermediate Bond Fund
  Mutual Fund         4,306,615  
Fidelity Advisor Overseas Fund
  Mutual Fund         10,720,424  
Fidelity Advisor Value Strategies Fund
  Mutual Fund         22,054,892  
Franklin Small Mid Cap Growth Fund
  Mutual Fund         16,393,818  
American Funds Amcap Fund
  Mutual Fund         15,841,558  
MFS Value Fund
  Mutual Fund         21,601,008  
Metlife Stable Value Account
  Fixed Income Fund         22,197,547  
Vanguard 500 Index Fund
  Mutual Fund         19,892,577  
TCW Investment Management Company
               
Large Cap Growth: **
               
Aflac Inc.
  Common Stock         251,112  
Amazon Com Inc.
  Common Stock         620,060  
American Intern’l Grp
  Common Stock         159,644  
Amgen Inc.
  Common Stock         292,267  
Apollo Group Cl A
  Common Stock         328,409  
Applied Material
  Common Stock         168,486  
Cisco Systems Inc.
  Common Stock         190,012  
Commerce Bancorp Nj
  Common Stock         98,854  
Dell Inc.
  Common Stock         410,949  
Ebay Inc.
  Common Stock         829,039  
Electronic Arts
  Common Stock         374,521  
Genentech Inc. New
  Common Stock         682,242  
General Electric Co.
  Common Stock         177,171  
Harley-Davidson Inc.
  Common Stock         106,070  
Maxim Integrated Prods Inc.
  Common Stock         441,110  
Network Appl. Inc.
  Common Stock         741,736  
Pixar Com
  Common Stock         321,551  
Progressive Corp.
  Common Stock         753,294  
Qualcomm
  Common Stock         590,717  
Starbucks Corp.
  Common Stock         454,604  
Symantec Corp.
  Common Stock         262,932  
Wal-Mart Stores Inc.
  Common Stock         167,598  
Walgreen Co.
  Common Stock         206,546  
Xilinx Inc.
  Common Stock         285,455  
Xm Satellite Radio Hldgs A
  Common Stock         389,931  
Yahoo Inc.
  Common Stock         872,104  
Wheat First/Evergreen US Govt
  Money Market         240,505  

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Identity of issue, borrower,   Description of investment including maturity date,       Current  
lessor or similar party   rate of interest, collateral, par or maturity value       value  
Renaissance Investment Management, Inc.
               
Balanced Investment Option: **
               
Aflac Inc.
  Common Stock         218,722  
Allstate Corp.
  Common Stock         212,052  
Ambac Inc.
  Common Stock         209,431  
American Express Co.
  Common Stock         226,044  
Amgen Inc.
  Common Stock         171,922  
Autodesk Inc.
  Common Stock         283,486  
Autozone Inc.
  Common Stock         196,773  
Bank of America Corp.
  Common Stock         197,358  
Bear Stearns Cos Inc.
  Common Stock         358,085  
Beckman Coulter
  Common Stock         200,970  
Best Buy Co.
  Common Stock         267,390  
Biomet Inc.
  Common Stock         188,746  
Black & Decker
  Common Stock         293,697  
Centex Corp.
  Common Stock         289,559  
Cisco Systems Inc.
  Common Stock         173,880  
Citigroup Inc.
  Common Stock         183,084  
Computer Associates Int’l
  Common Stock         204,996  
Constellation Energy
  Common Stock         113,646  
Cvs Corp.
  Common Stock         223,322  
Deere & Co.
  Common Stock         244,032  
Deluxe Corp.
  Common Stock         153,053  
Eaton Corp.
  Common Stock         224,678  
Electronic Arts
  Common Stock         246,720  
Entergy Corp.
  Common Stock         196,011  
Exelon Corp.
  Common Stock         231,368  
Freescale Semiconductor-B
  Common Stock         20,012  
Gap Inc.
  Common Stock         179,520  
Georgia Pacific Grp Corp.
  Common Stock         283,536  
H&R Block Inc.
  Common Stock         167,825  
Harley-Davidson Inc.
  Common Stock         200,475  
Intel Corporation
  Common Stock         161,040  
Johnson Controls Inc.
  Common Stock         222,674  
Mcdonalds Corp.
  Common Stock         224,420  
Mckesson Hboc Inc.
  Common Stock         178,536  
Metlife Inc.
  Common Stock         263,315  
Microsoft Corporation
  Common Stock         155,778  
Monsanto Company New
  Common Stock         377,740  
Motorola Inc.
  Common Stock         169,850  
National Semiconductor
  Common Stock         177,526  
Occidental Petroleum Corp.
  Common Stock         291,508  
Procter & Gamble Co.
  Common Stock         187,272  
Quest Diagnostics Inc.
  Common Stock         210,210  
Staples Inc.
  Common Stock         235,970  
Symantec Corp.
  Common Stock         175,168  
Texas Instruments Inc.
  Common Stock         196,960  
Tyson Foods, Inc., Cl A
  Common Stock         200,376  
Unitedhealth Group Inc.
  Common Stock         305,464  
Valero Energy Corp New
  Common Stock         271,946  
Walgreen Co.
  Common Stock         195,495  
Wellpoint Inc.
  Common Stock         231,150  
Xto Energy Inc.
  Common Stock         360,876  
U.S. Treasury Note, 5.875% due 11-15-05
  Bonds         302,847  
U.S. Treasury Note, 5.500% due 02-15-08
  Bonds         426,200  
U.S. Treasury Note, 4.750% due 11-15-08
  Bonds         416,073  
Wheat First/Evergreen US Govt
  Money Market         93,600  
* Lam Research Corporation Common Stock
  Company Stock         8,613,214  
* Cash and cash equivalents
  Money Market         147,948  
* Participant loans
  Interest rates ranging from 5.0% to 10.5%         2,143,521  
 
             
 
 
      Total   $ 174,712,048  
 
             


*   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.

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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 10, 2005
       
 
       
  By:   /s/ Mark S. Frey
       
      Mark S. Frey
      Title: Chairman, Savings Plus Plan, Lam Research 401(k) Committee
 
       
      On behalf of the administrator of
      the Savings Plus Plan, Lam Research 401(k)

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EXHIBIT INDEX

     
Exhibit Number   Description
23.1
  Consent of Mohler, Nixon & Williams, Accountancy Corporation, Independent Registered Public Accounting Firm

13