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FORM 10-K
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
Title of class
|
|
Name of exchange on which registered
|
Common Stock, Par Value $0.001 Per Share
|
|
The Nasdaq Stock Market
(Nasdaq Global Select Market)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
Page
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Item 15.
|
||
Item 1.
|
Business
|
Market
|
|
Process/Application
|
|
Technology
|
|
Products
|
Thin Film Deposition
|
|
Metal Films
|
|
ECD (Copper & Other)
CVD, ALD (Tungsten)
|
|
SABRE
®
family
ALTUS
®
family
|
|
|
Dielectric Films
|
|
PECVD
ALD
Gapfill HDP-CVD
|
|
VECTOR
®
family
Striker
®
family
SPEED
®
family
|
|
|
Film Treatment
|
|
UVTP
|
|
SOLA
®
family
|
Plasma Etch
|
|
Conductor Etch
|
|
Reactive Ion Etch
|
|
Kiyo
®
family,
Versys
®
Metal family
|
|
|
Dielectric Etch
|
|
Reactive Ion Etch
|
|
Flex
TM
family
|
|
|
TSV Etch
|
|
Deep Reactive Ion Etch
|
|
Syndion
®
family
|
Single-Wafer Clean
|
|
Wafer Cleaning
|
|
Wet Clean
|
|
EOS
®
, DV-Prime
®
,
Da Vinci
®
, SP Series
|
|
|
Bevel Cleaning
|
|
Dry Plasma Clean
|
|
Coronus
®
family
|
|
Year Ended
|
||||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||
|
(in thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Korea
|
$
|
2,480,329
|
|
|
$
|
1,057,331
|
|
|
$
|
1,406,617
|
|
Taiwan
|
2,095,669
|
|
|
1,485,037
|
|
|
1,084,239
|
|
|||
Japan
|
1,041,969
|
|
|
983,821
|
|
|
623,575
|
|
|||
China
|
1,023,195
|
|
|
1,039,951
|
|
|
661,094
|
|
|||
United States
|
629,937
|
|
|
495,123
|
|
|
890,891
|
|
|||
Southeast Asia
|
401,877
|
|
|
605,236
|
|
|
278,350
|
|
|||
Europe
|
340,644
|
|
|
219,394
|
|
|
314,546
|
|
|||
Total revenue
|
$
|
8,013,620
|
|
|
$
|
5,885,893
|
|
|
$
|
5,259,312
|
|
Name
|
|
Age
|
|
Title
|
Martin B. Anstice
|
|
50
|
|
President and Chief Executive Officer
|
Timothy M. Archer
|
|
50
|
|
Executive Vice President and Chief Operating Officer
|
Douglas R. Bettinger
|
|
50
|
|
Executive Vice President, Chief Financial Officer, and Chief Accounting Officer
|
Richard A. Gottscho
|
|
65
|
|
Executive Vice President, Corporate Chief Technology Officer
|
Patrick J. Lord
|
|
51
|
|
Group Vice President, Customer Support Business Group (“CSBG”)
|
Sarah A. O’Dowd
|
|
67
|
|
Senior Vice President, Chief Legal Officer and Secretary
|
Vahid Vahedi
|
|
51
|
|
Group Vice President, Etch Business Unit
|
Sesha Varadarajan
|
|
42
|
|
Group Vice President, Deposition Business Unit
|
Item 1A.
|
Risk Factors
|
•
|
a decline in demand for our products or services;
|
•
|
an increase in reserves on accounts receivable due to our customers’ inability to pay us;
|
•
|
an increase in reserves on inventory balances due to excess or obsolete inventory as a result of our inability to sell such inventory;
|
•
|
valuation allowances on deferred tax assets;
|
•
|
restructuring charges;
|
•
|
asset impairments including the potential impairment of goodwill and other intangible assets;
|
•
|
a decline in the value of our investments;
|
•
|
exposure to claims from our suppliers for payment on inventory that is ordered in anticipation of customer purchases that do not come to fruition;
|
•
|
a decline in the value of certain facilities we lease to less than our residual value guarantee with the lessor; and
|
•
|
challenges maintaining reliable and uninterrupted sources of supply.
|
•
|
economic conditions in the electronics and semiconductor industries in general and specifically the semiconductor equipment industry;
|
•
|
the size and timing of orders from customers;
|
•
|
consolidation of the customer base, which may result in the investment decisions of one customer or market having a significant effect on demand for our products or services;
|
•
|
procurement shortages;
|
•
|
the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations;
|
•
|
manufacturing difficulties;
|
•
|
customer cancellations or delays in shipments, installations, and/or customer acceptances;
|
•
|
the extent that customers continue to purchase and use our products and services in their business;
|
•
|
our customers’ reuse of existing and installed products, to the extent that such reuse decreases their need to purchase new products or services;
|
•
|
changes in average selling prices, customer mix, and product mix;
|
•
|
our ability to develop, introduce, and market new, enhanced, and competitive products in a timely manner;
|
•
|
our competitors’ introduction of new products;
|
•
|
legal or technical challenges to our products and technologies;
|
•
|
transportation, communication, demand, information technology, or supply disruptions based on factors outside our control, such as strikes, acts of God, wars, terrorist activities, and natural or man-made disasters;
|
•
|
legal, tax, accounting, or regulatory changes (including but not limited to change in import/export regulations) or changes in the interpretation or enforcement of existing requirements;
|
•
|
changes in our estimated effective tax rate;
|
•
|
foreign currency exchange rate fluctuations; and
|
•
|
the dilutive impact of our Convertible Notes (as defined below) and related warrants on our earnings per share.
|
•
|
risk associated with any inability to satisfy our obligations;
|
•
|
a portion of our cash flows that may have to be dedicated to interest and principal payments and may not be available for operations, working capital, capital expenditures, expansion, acquisitions, or general corporate or other purposes; and
|
•
|
impairing our ability to obtain additional financing in the future.
|
•
|
incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;
|
•
|
create liens;
|
•
|
enter into transactions with our affiliates;
|
•
|
sell certain assets; and
|
•
|
merge or consolidate with any person.
|
•
|
a decline in demand for even a limited number of our products,
|
•
|
a failure to achieve continued market acceptance of our key products,
|
•
|
export restrictions or other regulatory or legislative actions that could limit our ability to sell those products to key customers or customers within certain markets,
|
•
|
an improved version of products being offered by a competitor in the markets in which we participate,
|
•
|
increased pressure from competitors that offer broader product lines,
|
•
|
technological changes that we are unable to address with our products, or
|
•
|
a failure to release new or enhanced versions of our products on a timely basis.
|
•
|
trade balance issues;
|
•
|
tariffs and other barriers;
|
•
|
global or national economic and political conditions;
|
•
|
changes in currency controls;
|
•
|
differences in the enforcement of intellectual property and contract rights in varying jurisdictions;
|
•
|
our ability to respond to customer and foreign government demands for locally sourced systems, spare parts, and services and develop the necessary relationships with local suppliers;
|
•
|
compliance with U.S. and international laws and regulations affecting foreign operations, including U.S. and international trade restrictions and sanctions, anti-bribery, anti-corruption, environmental, tax, and labor laws;
|
•
|
fluctuations in interest and foreign currency exchange rates;
|
•
|
our ability to repatriate cash in a tax-efficient manner;
|
•
|
the need for technical support resources in different locations; and
|
•
|
our ability to secure and retain qualified people, and effectively manage people, in all necessary locations for the successful operation of our business.
|
•
|
disruptions to our operations;
|
•
|
misappropriation or theft of Company, customer, supplier, or other’s assets or resources, including intellectual property and confidential information, and costs associated therewith;
|
•
|
litigation with, or claims of damages arising from, our employees, customers, suppliers, or other third parties which whom we collaborate; or
|
•
|
adverse impact to our results of operations, as a result of associated remediation costs such as those related to responding to potential regulatory inquiries, to rebuild the effected information systems, and those associated with improving our security and internal control environment.
|
•
|
general market, semiconductor, or semiconductor equipment industry conditions;
|
•
|
economic or political events, trends, and unexpected developments occurring nationally, globally, or in any of our key sales regions;
|
•
|
variations in our quarterly operating results and financial condition, including our liquidity;
|
•
|
variations in our revenues, earnings, or other business and financial metrics from forecasts by us or securities analysts or from those experienced by other companies in our industry;
|
•
|
announcements of restructurings, reductions in force, departure of key employees, and/or consolidations of operations;
|
•
|
government regulations;
|
•
|
developments in, or claims relating to, patent or other proprietary rights;
|
•
|
technological innovations and the introduction of new products by us or our competitors;
|
•
|
commercial success or failure of our new and existing products;
|
•
|
disruptions of relationships with key customers or suppliers; or
|
•
|
dilutive impacts of our Convertible Notes and related warrants.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|
2017
|
||||||
High
|
|
Low
|
|||||
First quarter
|
$
|
95.77
|
|
|
$
|
79.15
|
|
Second quarter
|
$
|
108.60
|
|
|
$
|
90.56
|
|
Third quarter
|
$
|
129.35
|
|
|
$
|
105.30
|
|
Fourth quarter
|
$
|
167.05
|
|
|
$
|
124.91
|
|
|
2016
|
||||||
High
|
|
Low
|
|||||
First quarter
|
$
|
84.13
|
|
|
$
|
61.20
|
|
Second quarter
|
$
|
80.85
|
|
|
$
|
61.65
|
|
Third quarter
|
$
|
81.29
|
|
|
$
|
63.10
|
|
Fourth quarter
|
$
|
87.19
|
|
|
$
|
72.00
|
|
Period
|
Total Number
of Shares
Repurchased
(1)
|
|
Average
Price Paid
per Share
(2)
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Amount
Available
Under
Repurchase
Program
|
||||||
|
(in thousands, except per share data)
|
||||||||||||
Available balance as of June 26, 2016
|
|
|
|
|
|
|
$
|
229,094
|
|
||||
Quarter ended September 25, 2016
|
20
|
|
|
$
|
90.53
|
|
|
—
|
|
|
229,094
|
|
|
Board-approved increase (November 2016)
|
|
|
|
|
|
|
1,000,000
|
|
|||||
Quarter ended December 25, 2016
|
735
|
|
|
$
|
103.43
|
|
|
619
|
|
|
934,986
|
|
|
Quarter ended March 26, 2017
|
1,826
|
|
|
$
|
115.12
|
|
|
1,223
|
|
|
795,226
|
|
|
March 27, 2017 - April 23, 2017
|
2,682
|
|
|
$
|
128.27
|
|
|
2,672
|
|
|
282,141
|
|
|
April 24, 2017 - May 21, 2017
|
5
|
|
|
$
|
150.58
|
|
|
—
|
|
|
282,141
|
|
|
May 22, 2017 - June 25, 2017
|
55
|
|
|
$
|
154.92
|
|
|
—
|
|
|
282,141
|
|
|
Total
|
5,323
|
|
|
$
|
137.39
|
|
|
4,514
|
|
|
$
|
282,141
|
|
(1)
|
In addition to shares repurchased under the Board-authorized repurchase program, the Company acquired
809,427
shares at a total cost of
$93.8 million
which we withheld through net share settlements to cover minimum tax withholding obligations upon the vesting of restricted stock unit awards granted under our equity compensation plans. The shares retained through these net share settlements are not a part of the Board-authorized repurchase program, but instead are authorized under our equity compensation plans.
|
(2)
|
Average price paid per share excludes effect of accelerated share repurchases, see additional disclosure above regarding our accelerated share repurchase activity during the fiscal year.
|
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
|
|||
|
Among Lam Research Corporation, the Nasdaq Composite Index, the S&P 500 Index, and the Philadelphia Semiconductor Index
|
|
|
6/12
|
|
6/13
|
|
6/14
|
|
6/15
|
|
6/16
|
|
6/17
|
||||||
Lam Research Corporation
|
100.00
|
|
|
117.49
|
|
|
179.56
|
|
|
218.44
|
|
|
229.31
|
|
|
391.30
|
|
Nasdaq Composite Index
|
100.00
|
|
|
117.69
|
|
|
155.50
|
|
|
177.19
|
|
|
173.36
|
|
|
221.11
|
|
S&P 500 Index
|
100.00
|
|
|
120.60
|
|
|
150.27
|
|
|
161.43
|
|
|
167.87
|
|
|
197.92
|
|
Philadelphia Semiconductor Sector Index
|
100.00
|
|
|
116.96
|
|
|
156.62
|
|
|
161.36
|
|
|
173.61
|
|
|
241.00
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended
|
|
||||||||||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|
June 29,
2014 |
|
June 30,
2013 |
|
|||||||||||
|
(in thousands, except per share data)
|
|
||||||||||||||||||
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
8,013,620
|
|
|
$
|
5,885,893
|
|
|
$
|
5,259,312
|
|
|
$
|
4,607,309
|
|
|
$
|
3,598,916
|
|
|
Gross margin
|
3,603,359
|
|
|
2,618,922
|
|
|
2,284,336
|
|
|
2,007,481
|
|
|
1,403,059
|
|
|
|||||
Goodwill impairment
(1)
|
—
|
|
|
—
|
|
|
79,444
|
|
|
—
|
|
|
—
|
|
|
|||||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,813
|
|
|
|||||
Operating income
|
1,902,132
|
|
|
1,074,256
|
|
|
788,039
|
|
|
677,669
|
|
|
118,071
|
|
|
|||||
Net income
|
1,697,763
|
|
|
914,049
|
|
|
655,577
|
|
|
632,289
|
|
|
113,879
|
|
|
|||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
10.47
|
|
|
$
|
5.75
|
|
|
$
|
4.11
|
|
|
$
|
3.84
|
|
|
$
|
0.67
|
|
|
Diluted
|
$
|
9.24
|
|
|
$
|
5.22
|
|
|
$
|
3.70
|
|
|
$
|
3.62
|
|
|
$
|
0.66
|
|
|
Cash dividends declared per common share
|
$
|
1.65
|
|
|
$
|
1.20
|
|
|
$
|
0.84
|
|
|
$
|
0.18
|
|
|
$
|
—
|
|
|
BALANCE SHEET:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
6,192,383
|
|
|
$
|
6,795,109
|
|
|
$
|
3,639,488
|
|
|
$
|
3,201,661
|
|
|
$
|
2,389,354
|
|
|
Total assets
|
12,122,765
|
|
|
12,264,315
|
|
(2)
|
9,358,904
|
|
(2)
|
7,986,998
|
|
(2)
|
7,241,645
|
|
(2)
|
|||||
Long-term obligations, less current portion
|
2,185,338
|
|
|
3,744,205
|
|
(2)
|
1,386,536
|
|
(2)
|
1,191,913
|
|
(2)
|
1,161,378
|
|
(2)
|
|||||
Current portion of long-term debt and capital leases
|
908,439
|
|
|
947,733
|
|
(2)
|
1,355,705
|
|
(2)
|
518,267
|
|
|
514,655
|
|
|
(1)
|
Goodwill impairment analysis during fiscal year 2015 resulted in a non-cash impairment charge to our Single-Wafer Clean reporting unit, extinguishing the goodwill ascribed to the reporting unit.
|
(2)
|
Adjusted for effects of retrospective implementation of ASU 2015-3, see Notes 3 and 13 to the Consolidated Financial Statements contained in Part II, Item 8.
|
|
Three Months Ended
(1)
|
||||||||||||||
June 25,
2017 |
|
March 26,
2017 |
|
December 25,
2016 |
|
September 25,
2016 |
|||||||||
|
unaudited
(in thousands, except per share data)
|
||||||||||||||
QUARTERLY FISCAL YEAR 2017:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
2,344,907
|
|
|
$
|
2,153,995
|
|
|
$
|
1,882,299
|
|
|
$
|
1,632,419
|
|
Gross margin
|
1,068,961
|
|
|
971,404
|
|
|
846,797
|
|
|
716,197
|
|
||||
Operating income
|
607,939
|
|
|
538,418
|
|
|
439,828
|
|
|
315,947
|
|
||||
Net income
|
526,424
|
|
|
574,713
|
|
|
332,791
|
|
|
263,835
|
|
||||
Net income per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
3.25
|
|
|
$
|
3.52
|
|
|
$
|
2.05
|
|
|
$
|
1.64
|
|
Diluted
|
$
|
2.82
|
|
|
$
|
3.10
|
|
|
$
|
1.81
|
|
|
$
|
1.47
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
162,213
|
|
|
163,408
|
|
|
162,659
|
|
|
160,607
|
|
||||
Diluted
|
186,427
|
|
|
185,094
|
|
|
183,543
|
|
|
180,017
|
|
|
Three Months Ended
(1)
|
||||||||||||||
June 26,
2016 |
|
March 27,
2016 |
|
December 27,
2015 |
|
September 27,
2015 |
|||||||||
|
unaudited
(in thousands, except per share data)
|
||||||||||||||
QUARTERLY FISCAL YEAR 2016:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,546,261
|
|
|
$
|
1,314,055
|
|
|
$
|
1,425,534
|
|
|
$
|
1,600,043
|
|
Gross margin
|
698,784
|
|
|
571,265
|
|
|
626,510
|
|
|
722,363
|
|
||||
Operating income
|
309,241
|
|
|
190,753
|
|
|
238,834
|
|
|
335,428
|
|
||||
Net income
|
258,939
|
|
|
143,451
|
|
|
222,980
|
|
|
288,679
|
|
||||
Net income per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.62
|
|
|
$
|
0.90
|
|
|
$
|
1.41
|
|
|
$
|
1.82
|
|
Diluted
|
$
|
1.46
|
|
|
$
|
0.82
|
|
|
$
|
1.28
|
|
|
$
|
1.66
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
159,862
|
|
|
159,039
|
|
|
158,424
|
|
|
158,352
|
|
||||
Diluted
|
177,649
|
|
|
174,373
|
|
|
174,242
|
|
|
174,374
|
|
(1)
|
Our reporting period is a 52/53-week fiscal year. The fiscal years ended
June 25, 2017
, and
June 26, 2016
, included 52 weeks. All quarters presented above included 13 weeks.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended
|
|
|
||||||||||||||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|
FY17 vs. FY16
|
|
FY16 vs. FY15
|
|||||||||||||||||
|
(in thousands, except per share data and percentages)
|
||||||||||||||||||||||||
Revenue
|
$
|
8,013,620
|
|
|
$
|
5,885,893
|
|
|
$
|
5,259,312
|
|
|
$
|
2,127,727
|
|
|
36.1
|
%
|
|
$
|
626,581
|
|
|
11.9
|
%
|
Gross margin
|
$
|
3,603,359
|
|
|
$
|
2,618,922
|
|
|
$
|
2,284,336
|
|
|
$
|
984,437
|
|
|
37.6
|
%
|
|
$
|
334,586
|
|
|
14.6
|
%
|
Gross margin as a percent of total revenue
|
45.0
|
%
|
|
44.5
|
%
|
|
43.4
|
%
|
|
0.5
|
%
|
|
|
|
1.1
|
%
|
|
|
|||||||
Total operating expenses
|
$
|
1,701,227
|
|
|
$
|
1,544,666
|
|
|
$
|
1,496,297
|
|
|
$
|
156,561
|
|
|
10.1
|
%
|
|
$
|
48,369
|
|
|
3.2
|
%
|
Net income
|
$
|
1,697,763
|
|
|
$
|
914,049
|
|
|
$
|
655,577
|
|
|
$
|
783,714
|
|
|
85.7
|
%
|
|
$
|
258,472
|
|
|
39.4
|
%
|
Net income per diluted share
|
$
|
9.24
|
|
|
$
|
5.22
|
|
|
$
|
3.70
|
|
|
$
|
4.02
|
|
|
77.0
|
%
|
|
$
|
1.52
|
|
|
41.1
|
%
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
Shipments (in millions)
|
$
|
8,586
|
|
|
$
|
5,901
|
|
|
$
|
5,472
|
|
Korea
|
32
|
%
|
|
17
|
%
|
|
26
|
%
|
|||
Taiwan
|
24
|
%
|
|
25
|
%
|
|
22
|
%
|
|||
Japan
|
15
|
%
|
|
16
|
%
|
|
14
|
%
|
|||
China
|
13
|
%
|
|
20
|
%
|
|
12
|
%
|
|||
United States
|
8
|
%
|
|
8
|
%
|
|
15
|
%
|
|||
Southeast Asia
|
4
|
%
|
|
11
|
%
|
|
5
|
%
|
|||
Europe
|
4
|
%
|
|
3
|
%
|
|
6
|
%
|
|
Year Ended
|
|||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||
Memory
|
67
|
%
|
|
68
|
%
|
|
58
|
%
|
Foundry
|
27
|
%
|
|
23
|
%
|
|
30
|
%
|
Logic/integrated device manufacturing
|
6
|
%
|
|
9
|
%
|
|
12
|
%
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
Revenue (in millions)
|
$
|
8,014
|
|
|
$
|
5,886
|
|
|
$
|
5,259
|
|
Korea
|
31
|
%
|
|
18
|
%
|
|
27
|
%
|
|||
Taiwan
|
26
|
%
|
|
25
|
%
|
|
21
|
%
|
|||
Japan
|
13
|
%
|
|
17
|
%
|
|
12
|
%
|
|||
China
|
13
|
%
|
|
18
|
%
|
|
12
|
%
|
|||
United States
|
8
|
%
|
|
8
|
%
|
|
17
|
%
|
|||
Southeast Asia
|
5
|
%
|
|
10
|
%
|
|
5
|
%
|
|||
Europe
|
4
|
%
|
|
4
|
%
|
|
6
|
%
|
|
Year Ended
|
|
|
|
|
||||||||||||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
FY17 vs. FY16
|
|
FY16 vs. FY15
|
||||||||||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||||||
Gross margin
|
$
|
3,603,359
|
|
|
$
|
2,618,922
|
|
|
$
|
2,284,336
|
|
|
$
|
984,437
|
|
|
37.6
|
%
|
|
$
|
334,586
|
|
|
14.6
|
%
|
Percent of total revenue
|
45.0
|
%
|
|
44.5
|
%
|
|
43.4
|
%
|
|
0.5
|
%
|
|
|
|
1.1
|
%
|
|
|
|
Year Ended
|
|
|
|
|
||||||||||||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
FY17 vs. FY16
|
|
FY16 vs. FY15
|
||||||||||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||||||
Research & development
|
$
|
1,033,742
|
|
|
$
|
913,712
|
|
|
$
|
825,242
|
|
|
$
|
120,030
|
|
|
13.1
|
%
|
|
$
|
88,470
|
|
|
10.7
|
%
|
Percent of total revenue
|
12.9
|
%
|
|
15.5
|
%
|
|
15.7
|
%
|
|
(2.6
|
)%
|
|
|
|
(0.2
|
)%
|
|
|
|
Year Ended
|
|
|
|
|
||||||||||||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
FY17 vs. FY16
|
|
FY16 vs. FY15
|
||||||||||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||||||
Selling, general, and administrative
|
$
|
667,485
|
|
|
$
|
630,954
|
|
|
$
|
591,611
|
|
|
$
|
36,531
|
|
|
5.8
|
%
|
|
$
|
39,343
|
|
|
6.7
|
%
|
Percent of total revenue
|
8.3
|
%
|
|
10.7
|
%
|
|
11.2
|
%
|
|
(2.4
|
)%
|
|
|
|
(0.5
|
)%
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
||||||||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|
FY17 vs. FY16
|
|
FY16 vs. FY15
|
|||||||||||||||||
|
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
$
|
57,858
|
|
|
$
|
29,512
|
|
|
$
|
19,268
|
|
|
$
|
28,346
|
|
|
96.0
|
%
|
|
$
|
10,244
|
|
|
53.2
|
%
|
Interest expense
|
(117,734
|
)
|
|
(134,773
|
)
|
|
(73,682
|
)
|
|
$
|
17,039
|
|
|
(12.7
|
)%
|
|
$
|
(61,091
|
)
|
|
82.9
|
%
|
|||
Gains (losses) on deferred compensation plan related assets, net
|
17,880
|
|
|
(3,995
|
)
|
|
9,071
|
|
|
$
|
21,875
|
|
|
(547.6
|
)%
|
|
$
|
(13,066
|
)
|
|
(144.0
|
)%
|
|||
Loss on extinguishment of debt, net
|
(36,252
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(36,252
|
)
|
|
(100.0
|
)%
|
|
$
|
—
|
|
|
—
|
%
|
|||
Foreign exchange (losses) gains, net
|
(569
|
)
|
|
308
|
|
|
2,331
|
|
|
$
|
(877
|
)
|
|
(284.7
|
)%
|
|
$
|
(2,023
|
)
|
|
(86.8
|
)%
|
|||
Other, net
|
(11,642
|
)
|
|
(5,191
|
)
|
|
(4,177
|
)
|
|
$
|
(6,451
|
)
|
|
125.7
|
%
|
|
$
|
(1,014
|
)
|
|
24.3
|
%
|
|||
|
$
|
(90,459
|
)
|
|
$
|
(114,139
|
)
|
|
$
|
(47,189
|
)
|
|
$
|
23,680
|
|
|
(20.7
|
)%
|
|
$
|
(66,950
|
)
|
|
141.9
|
%
|
|
Year Ended
|
|
|
|
|
|
|
|
|
||||||||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|
FY17 vs. FY16
|
|
FY16 vs. FY15
|
|||||||||||||||||
|
(in thousands, except percentages)
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income tax expense
|
$
|
113,910
|
|
|
$
|
46,068
|
|
|
$
|
85,273
|
|
|
$
|
67,842
|
|
|
147.3
|
%
|
|
$
|
(39,205
|
)
|
|
(46.0
|
)%
|
Effective tax rate
|
6.3
|
%
|
|
4.8
|
%
|
|
11.5
|
%
|
|
|
|
1.5
|
%
|
|
|
|
(6.7
|
)%
|
•
|
the recognition and valuation of revenue from multiple-element arrangements, which impacts revenue;
|
•
|
the valuation of inventory, which impacts gross margin;
|
•
|
the valuation of warranty reserves, which impacts gross margin;
|
•
|
the valuation of equity-based compensation expense, including forfeiture estimates, which impacts both gross margin and operating expenses;
|
•
|
the recognition and measurement of current and deferred income taxes, including the measurement of uncertain tax positions, which impact our provision for income tax expenses; and
|
•
|
the valuation and recoverability of long-lived assets, which impacts gross margin and operating expenses when we record asset impairments or accelerate their depreciation or amortization.
|
Net income
|
$
|
1,698
|
|
Non-cash charges:
|
|
||
Depreciation and amortization
|
307
|
|
|
Equity-based compensation expense
|
150
|
|
|
Deferred income taxes
|
105
|
|
|
Loss on extinguishment of debt, net
|
36
|
|
|
Amortization of note discounts and issuance costs
|
25
|
|
|
Changes in operating asset and liability accounts
|
(311
|
)
|
|
Other
|
19
|
|
|
|
$
|
2,029
|
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating leases
|
$
|
156,845
|
|
|
$
|
50,798
|
|
|
$
|
60,453
|
|
|
$
|
19,639
|
|
|
$
|
25,955
|
|
Capital leases
|
7,201
|
|
|
744
|
|
|
1,457
|
|
|
5,000
|
|
|
—
|
|
|||||
Purchase obligations
|
284,804
|
|
|
274,574
|
|
|
6,942
|
|
|
3,061
|
|
|
227
|
|
|||||
Long-term debt and interest expense
(1)
|
3,518,070
|
|
|
523,401
|
|
|
634,822
|
|
|
888,114
|
|
|
1,471,733
|
|
|||||
Other long-term liabilities
(2)
|
280,186
|
|
|
3,487
|
|
|
2,728
|
|
|
10,246
|
|
|
263,725
|
|
|||||
Total
|
$
|
4,247,106
|
|
|
$
|
853,004
|
|
|
$
|
706,402
|
|
|
$
|
926,060
|
|
|
$
|
1,761,640
|
|
(1)
|
The conversion period for the Convertible Notes was open as of June 25, 2017, and as such the net carrying value of the Convertible Notes is included within current liabilities on our Consolidated Balance Sheet. The principal balances of the Convertible Notes are reflected in the payment period in the table above based on the contractual maturity assuming no conversion. See Note 13 of our Consolidated Financial Statements for additional information concerning the Convertible Notes and associated conversion features.
|
(2)
|
Certain tax-related liabilities and post-retirement benefits classified as other non-current liabilities on the consolidated balance sheet are included in the “more than five years” category due to the uncertainty in the timing and amount of future payments. Additionally, the balance excludes contractual obligations recorded in our consolidated balance sheet as current liabilities.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Valuation of Securities
Given an Interest Rate
Decrease of X Basis Points
|
|
Fair Value
as of
|
|
Valuation of Securities
Given an Interest Rate
Increase of X Basis Points
|
||||||||||||||||||||||
|
June 25, 2017
|
|
|||||||||||||||||||||||||
(150 BPS)
|
|
(100 BPS)
|
|
(50 BPS)
|
|
—%
|
|
50 BPS
|
|
100 BPS
|
|
150 BPS
|
|||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Time deposit
|
$
|
640,666
|
|
|
$
|
640,666
|
|
|
$
|
640,666
|
|
|
$
|
640,666
|
|
|
$
|
640,666
|
|
|
$
|
640,666
|
|
|
$
|
640,666
|
|
Municipal notes and bonds
|
197,037
|
|
|
196,890
|
|
|
195,918
|
|
|
194,876
|
|
|
193,834
|
|
|
192,792
|
|
|
191,751
|
|
|||||||
U.S. Treasury and agencies
|
821,172
|
|
|
813,220
|
|
|
804,147
|
|
|
795,049
|
|
|
785,862
|
|
|
776,677
|
|
|
767,493
|
|
|||||||
Government-sponsored enterprises
|
25,355
|
|
|
25,069
|
|
|
24,783
|
|
|
24,496
|
|
|
24,210
|
|
|
23,924
|
|
|
23,638
|
|
|||||||
Foreign government bonds
|
65,205
|
|
|
64,482
|
|
|
63,752
|
|
|
63,022
|
|
|
62,292
|
|
|
61,563
|
|
|
60,833
|
|
|||||||
Bank and corporate notes
|
2,494,798
|
|
|
2,475,500
|
|
|
2,455,967
|
|
|
2,436,436
|
|
|
2,416,907
|
|
|
2,397,381
|
|
|
2,377,857
|
|
|||||||
Mortgage backed securities - residential
|
105,825
|
|
|
104,728
|
|
|
103,543
|
|
|
102,358
|
|
|
101,171
|
|
|
99,984
|
|
|
98,797
|
|
|||||||
Mortgage backed securities - commercial
|
68,710
|
|
|
67,719
|
|
|
66,729
|
|
|
65,739
|
|
|
64,750
|
|
|
63,761
|
|
|
62,773
|
|
|||||||
Total
|
$
|
4,418,768
|
|
|
$
|
4,388,274
|
|
|
$
|
4,355,505
|
|
|
$
|
4,322,642
|
|
|
$
|
4,289,692
|
|
|
$
|
4,256,748
|
|
|
$
|
4,223,808
|
|
|
Valuation of Securities
Given an X% Decrease
in Stock Price
|
|
Fair Value
as of
|
|
Valuation of Securities
Given an X% Increase
in Stock Price
|
|||||||||||||||||||||
|
June 25, 2017
|
|
||||||||||||||||||||||||
(25)%
|
|
(15)%
|
|
(10)%
|
|
—%
|
|
10%
|
|
15%
|
|
25%
|
||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||
Mutual funds
|
$
|
42,191
|
|
|
$
|
47,816
|
|
|
$
|
50,629
|
|
|
56,254
|
|
|
$
|
61,879
|
|
|
$
|
64,692
|
|
|
$
|
70,318
|
|
|
Notional
Amount
|
|
Unrealized FX
Gain/(Loss)
|
|
Valuation of FX Contracts Given an X%
Increase (+)/Decrease(-) in Each
|
||||||||||||
June 25, 2017
|
= +/- (10%)
|
|
= +/- (15%)
|
||||||||||||||
|
(in millions)
|
||||||||||||||||
Forward contracts
|
|
|
|
|
|
|
|
||||||||||
Sell
|
Japanese yen
|
$
|
670.2
|
|
|
$
|
(1.4
|
)
|
|
$
|
66.4
|
|
|
$
|
99.6
|
|
|
Buy
|
Euro
|
58.9
|
|
|
2.7
|
|
|
6.1
|
|
|
9.1
|
|
|||||
Buy
|
Korean won
|
22.0
|
|
|
—
|
|
|
2.2
|
|
|
3.3
|
|
|||||
|
|
|
|
$
|
1.3
|
|
|
$
|
74.7
|
|
|
$
|
112.0
|
|
|||
Option contracts
|
|
|
|
|
|
|
|
|
|||||||||
Buy put
|
Japanese yen
|
$
|
36.0
|
|
|
$
|
1.0
|
|
|
$
|
3.2
|
|
|
$
|
4.5
|
|
|
Buy put de-designated
(1)
|
Japanese yen
|
26.5
|
|
|
0.2
|
|
|
2.0
|
|
|
3.0
|
|
|||||
Sell put
(2)
|
Japanese yen
|
26.5
|
|
|
(0.2
|
)
|
|
1.9
|
|
|
3.0
|
|
|||||
|
|
|
|
$
|
1.0
|
|
|
$
|
7.1
|
|
|
$
|
10.5
|
|
|
Notional
Amount
|
|
Unrealized FX
Gain/(Loss)
|
|
Valuation of FX Contracts Given an X%
Increase (+)/Decrease(-) in Each
|
||||||||||||
|
June 25, 2017
|
= +/- (10%)
|
|
= +/- (15%)
|
|||||||||||||
|
(in millions)
|
||||||||||||||||
Forward contracts, balance sheet hedge
|
|
|
|
|
|
|
|||||||||||
Sell
|
Japanese yen
|
$
|
269.5
|
|
|
$
|
—
|
|
|
$
|
26.9
|
|
|
$
|
40.4
|
|
|
Sell
|
Korean won
|
34.1
|
|
|
0.2
|
|
|
3.4
|
|
|
5.1
|
|
|||||
Buy
|
Euro
|
18.4
|
|
|
—
|
|
|
1.9
|
|
|
2.7
|
|
|||||
Buy
|
Taiwan dollar
|
11.2
|
|
|
—
|
|
|
1.1
|
|
|
1.7
|
|
|||||
Buy
|
Swiss francs
|
8.7
|
|
|
—
|
|
|
0.9
|
|
|
1.3
|
|
|||||
Buy
|
Chinese renminbi
|
7.2
|
|
|
—
|
|
|
0.7
|
|
|
1.1
|
|
|||||
|
|
|
|
$
|
0.2
|
|
|
$
|
34.9
|
|
|
$
|
52.3
|
|
|
|
Valuation of Fair Value Hedge Given an Interest Rate Increase of X Basis Points
|
|
Fair Value as of
|
|
Valuation of Fair Value Hedge Given an Interest Rate Decrease of X Basis Points
|
||||||||||||||
|
|
|
June 25, 2017
|
|
||||||||||||||||
|
|
10 BPS
|
|
15 BPS
|
|
—%
|
|
(10 BPS)
|
|
(15 BPS)
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Interest Rate Contracts
|
|
$
|
7.3
|
|
|
$
|
5.9
|
|
|
$
|
10.1
|
|
|
$
|
12.9
|
|
|
$
|
14.3
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
Consolidated Statements of Operations — Years Ended June 25, 2017, June 26, 2016, and June 28, 2015
|
|
Consolidated Statements of Comprehensive Income — Years Ended June 25, 2017, June 26, 2016, and June 28, 2015
|
|
Consolidated Balance Sheets — June 25, 2017, and June 26, 2016
|
|
Consolidated Statements of Cash Flows — Years Ended June 25, 2017, June 26, 2016, and June 28, 2015
|
|
Consolidated Statements of Stockholders’ Equity — Years Ended June 25, 2017, June 26, 2016, and June 28, 2015
|
|
Notes to Consolidated Financial Statements
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
Revenue
|
$
|
8,013,620
|
|
|
$
|
5,885,893
|
|
|
$
|
5,259,312
|
|
Cost of goods sold
|
4,410,261
|
|
|
3,266,971
|
|
|
2,974,976
|
|
|||
Gross margin
|
3,603,359
|
|
|
2,618,922
|
|
|
2,284,336
|
|
|||
Research and development
|
1,033,742
|
|
|
913,712
|
|
|
825,242
|
|
|||
Selling, general, and administrative
|
667,485
|
|
|
630,954
|
|
|
591,611
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
79,444
|
|
|||
Total operating expenses
|
1,701,227
|
|
|
1,544,666
|
|
|
1,496,297
|
|
|||
Operating income
|
1,902,132
|
|
|
1,074,256
|
|
|
788,039
|
|
|||
Other expense, net
|
(90,459
|
)
|
|
(114,139
|
)
|
|
(47,189
|
)
|
|||
Income before income taxes
|
1,811,673
|
|
|
960,117
|
|
|
740,850
|
|
|||
Income tax expense
|
(113,910
|
)
|
|
(46,068
|
)
|
|
(85,273
|
)
|
|||
Net income
|
$
|
1,697,763
|
|
|
$
|
914,049
|
|
|
$
|
655,577
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
10.47
|
|
|
$
|
5.75
|
|
|
$
|
4.11
|
|
Diluted
|
$
|
9.24
|
|
|
$
|
5.22
|
|
|
$
|
3.70
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic
|
162,222
|
|
|
158,919
|
|
|
159,629
|
|
|||
Diluted
|
183,770
|
|
|
175,159
|
|
|
177,067
|
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
Net income
|
$
|
1,697,763
|
|
|
$
|
914,049
|
|
|
$
|
655,577
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(2,843
|
)
|
|
(4,403
|
)
|
|
(22,139
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) during the period
|
5,841
|
|
|
(17,725
|
)
|
|
1,595
|
|
|||
Net losses (gains) reclassified into earnings
|
8,971
|
|
|
4,961
|
|
|
(4,388
|
)
|
|||
|
14,812
|
|
|
(12,764
|
)
|
|
(2,793
|
)
|
|||
Available-for-sale investments:
|
|
|
|
|
|
||||||
Net unrealized (losses) gains during the period
|
(3,789
|
)
|
|
9,028
|
|
|
(5,389
|
)
|
|||
Net (gains) losses reclassified into earnings
|
(1
|
)
|
|
(371
|
)
|
|
71
|
|
|||
|
(3,790
|
)
|
|
8,657
|
|
|
(5,318
|
)
|
|||
Defined benefit plans, net change in unrealized component
|
(546
|
)
|
|
(3,027
|
)
|
|
1,109
|
|
|||
Other comprehensive income (loss), net of tax
|
7,633
|
|
|
(11,537
|
)
|
|
(29,141
|
)
|
|||
Comprehensive income
|
$
|
1,705,396
|
|
|
$
|
902,512
|
|
|
$
|
626,436
|
|
|
June 25,
2017 |
|
June 26,
2016 |
|
||||
|
|
|
|
|
||||
ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,377,534
|
|
|
$
|
5,039,322
|
|
|
Investments
|
3,663,628
|
|
|
1,788,612
|
|
|
||
Accounts receivable, less allowance for doubtful accounts of $5,103 as of June 25, 2017 and $5,155 as of June 26, 2016
|
1,673,398
|
|
|
1,262,145
|
|
|
||
Inventories
|
1,232,916
|
|
|
971,911
|
|
|
||
Prepaid expenses and other current assets
|
195,022
|
|
|
151,160
|
|
(1)
|
||
Total current assets
|
9,142,498
|
|
|
9,213,150
|
|
|
||
Property and equipment, net
|
685,595
|
|
|
639,608
|
|
|
||
Restricted cash and investments
|
256,205
|
|
|
250,421
|
|
|
||
Goodwill
|
1,385,673
|
|
|
1,386,276
|
|
|
||
Intangible assets, net
|
410,995
|
|
|
564,921
|
|
|
||
Other assets
|
241,799
|
|
|
209,939
|
|
(1)
|
||
Total assets
|
$
|
12,122,765
|
|
|
$
|
12,264,315
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY:
|
|
|
|
|
||||
Trade accounts payable
|
$
|
464,643
|
|
|
$
|
348,199
|
|
|
Accrued expenses and other current liabilities
|
969,361
|
|
|
772,910
|
|
|
||
Deferred profit
|
607,672
|
|
|
349,199
|
|
|
||
Current portion of convertible notes and capital leases
|
908,439
|
|
|
947,733
|
|
(1)
|
||
Total current liabilities
|
2,950,115
|
|
|
2,418,041
|
|
|
||
Senior notes, convertible notes, and capital leases, less current portion
|
1,784,974
|
|
|
3,378,129
|
|
(1)
|
||
Income taxes payable
|
120,178
|
|
|
231,514
|
|
|
||
Other long-term liabilities
|
280,186
|
|
|
134,562
|
|
|
||
Total liabilities
|
5,135,453
|
|
|
6,162,246
|
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Temporary equity, convertible notes
|
169,861
|
|
|
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 161,723 shares at June 25, 2017, and 160,201 shares at June 26, 2016
|
162
|
|
|
160
|
|
|
||
Additional paid-in capital
|
5,845,485
|
|
|
5,572,898
|
|
|
||
Treasury stock, at cost, 105,569 shares at June 25, 2017, and 101,071 shares at June 26, 2016
|
(5,216,187
|
)
|
|
(4,429,317
|
)
|
|
||
Accumulated other comprehensive loss
|
(61,700
|
)
|
|
(69,333
|
)
|
|
||
Retained earnings
|
6,249,691
|
|
|
4,820,109
|
|
|
||
Total stockholders’ equity
|
6,817,451
|
|
|
5,894,517
|
|
|
||
Total liabilities and stockholders’ equity
|
$
|
12,122,765
|
|
|
$
|
12,264,315
|
|
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,697,763
|
|
|
$
|
914,049
|
|
|
$
|
655,577
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
306,905
|
|
|
291,028
|
|
|
277,920
|
|
|||
Deferred income taxes
|
104,936
|
|
|
(49,003
|
)
|
|
5,551
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
9,821
|
|
|||
Equity-based compensation expense
|
149,975
|
|
|
142,348
|
|
|
135,354
|
|
|||
Income tax benefit (expense) on equity-based compensation plans
|
38,747
|
|
|
(1,023
|
)
|
|
11,316
|
|
|||
Excess tax (benefits) expense on equity-based compensation plans
|
(38,635
|
)
|
|
1,020
|
|
|
(11,398
|
)
|
|||
Loss on extinguishment of debt, net
|
36,252
|
|
|
—
|
|
|
—
|
|
|||
Amortization of note discounts and issuance costs
|
25,282
|
|
|
70,522
|
|
|
37,550
|
|
|||
Gain on sale of business
|
—
|
|
|
—
|
|
|
(7,431
|
)
|
|||
Gain on sale of assets
|
(163
|
)
|
|
(15,223
|
)
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
79,444
|
|
|||
Other, net
|
19,052
|
|
|
48,788
|
|
|
12,656
|
|
|||
Changes in operating asset and liability accounts:
|
|
|
|
|
|
||||||
Accounts receivable, net of allowance
|
(411,287
|
)
|
|
(169,034
|
)
|
|
(294,155
|
)
|
|||
Inventories
|
(307,875
|
)
|
|
(66,371
|
)
|
|
(207,462
|
)
|
|||
Prepaid expenses and other assets
|
(27,269
|
)
|
|
(46,664
|
)
|
|
(52,496
|
)
|
|||
Trade accounts payable
|
126,819
|
|
|
41,645
|
|
|
76,617
|
|
|||
Deferred profit
|
258,473
|
|
|
27,129
|
|
|
86,146
|
|
|||
Accrued expenses and other liabilities
|
50,307
|
|
|
161,066
|
|
|
(29,507
|
)
|
|||
Net cash provided by operating activities
|
2,029,282
|
|
|
1,350,277
|
|
|
785,503
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures and intangible assets
|
(157,419
|
)
|
|
(175,330
|
)
|
|
(198,265
|
)
|
|||
Business acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(1,137
|
)
|
|||
Purchases of available-for-sale securities
|
(4,581,851
|
)
|
|
(874,998
|
)
|
|
(3,086,808
|
)
|
|||
Sales and maturities of available-for-sale securities
|
2,697,965
|
|
|
1,673,826
|
|
|
2,137,068
|
|
|||
Purchase of other investments
|
—
|
|
|
—
|
|
|
(2,500
|
)
|
|||
Proceeds from sale of assets
|
1,291
|
|
|
79,730
|
|
|
—
|
|
|||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
41,212
|
|
|||
Transfer of restricted cash and investments
|
(5,784
|
)
|
|
(112,381
|
)
|
|
356
|
|
|||
Other, net
|
(12,815
|
)
|
|
1,636
|
|
|
3,978
|
|
|||
Net cash (used by) provided by investing activities
|
(2,058,613
|
)
|
|
592,483
|
|
|
(1,106,096
|
)
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Principal payments on long-term debt and capital lease obligations and payments for debt issuance costs
|
(1,688,313
|
)
|
|
(451,497
|
)
|
|
(1,515
|
)
|
|||
Net proceeds from issuance of long-term debt
|
—
|
|
|
2,338,144
|
|
|
992,225
|
|
|||
Excess tax benefits (expense) on equity-based compensation plans
|
38,635
|
|
|
(1,020
|
)
|
|
11,398
|
|
|||
Treasury stock purchases
|
(811,672
|
)
|
|
(158,389
|
)
|
|
(573,240
|
)
|
|||
Dividends paid
|
(243,495
|
)
|
|
(190,402
|
)
|
|
(116,059
|
)
|
|||
Reissuances of treasury stock related to employee stock purchase plan
|
59,663
|
|
|
55,992
|
|
|
48,803
|
|
|||
Proceeds from issuance of common stock
|
12,913
|
|
|
3,405
|
|
|
17,520
|
|
|||
Other, net
|
(125
|
)
|
|
(488
|
)
|
|
(660
|
)
|
|||
Net cash (used for) provided by financing activities
|
$
|
(2,632,394
|
)
|
|
$
|
1,595,745
|
|
|
$
|
378,472
|
|
Effect of exchange rate changes on cash and cash equivalents
|
$
|
(63
|
)
|
|
$
|
(722
|
)
|
|
$
|
(9,017
|
)
|
Net (decrease) increase in cash and cash equivalents
|
(2,661,788
|
)
|
|
3,537,783
|
|
|
48,862
|
|
|||
Cash and cash equivalents at beginning of year
|
5,039,322
|
|
|
1,501,539
|
|
|
1,452,677
|
|
|||
Cash and cash equivalents at end of year
|
$
|
2,377,534
|
|
|
$
|
5,039,322
|
|
|
$
|
1,501,539
|
|
Schedule of non-cash transactions
|
|
|
|
|
|
||||||
Accrued payables for stock repurchases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,255
|
|
Accrued payables for capital expenditures
|
17,285
|
|
|
27,953
|
|
|
22,436
|
|
|||
Dividends payable
|
72,738
|
|
|
48,052
|
|
|
47,659
|
|
|||
Transfers of finished goods inventory to property and equipment, net
|
46,855
|
|
|
37,822
|
|
|
4,547
|
|
|||
Supplemental disclosures:
|
|
|
|
|
|
||||||
Cash payments for interest
|
$
|
104,619
|
|
|
$
|
58,810
|
|
|
$
|
26,393
|
|
Cash payments for income taxes, net
|
28,104
|
|
|
39,745
|
|
|
114,512
|
|
|
Common
Stock Shares |
|
Common
Stock |
|
Additional
Paid-in Capital |
|
Treasury
Stock |
|
Accumulated
Other Comprehensive Income(Loss) |
|
Retained
Earnings |
|
Total
|
|||||||||||||
Balance at June 29, 2014
|
162,350
|
|
|
$
|
162
|
|
|
$
|
5,239,567
|
|
|
$
|
(3,757,076
|
)
|
|
$
|
(28,655
|
)
|
|
$
|
3,575,737
|
|
|
$
|
5,029,735
|
|
Sale of common stock
|
2,876
|
|
|
4
|
|
|
17,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,523
|
|
||||||
Purchase of treasury stock
|
(7,638
|
)
|
|
(8
|
)
|
|
—
|
|
|
(573,096
|
)
|
|
—
|
|
|
—
|
|
|
(573,104
|
)
|
||||||
Income tax benefits on equity-based compensation plans
|
—
|
|
|
—
|
|
|
11,316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,316
|
|
||||||
Reissuance of treasury stock
|
943
|
|
|
1
|
|
|
21,477
|
|
|
27,325
|
|
|
—
|
|
|
—
|
|
|
48,803
|
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
135,354
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135,354
|
|
||||||
Reclassification from temporary to permanent equity
|
—
|
|
|
—
|
|
|
(58,460
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,460
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
655,577
|
|
|
655,577
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,141
|
)
|
|
—
|
|
|
(29,141
|
)
|
||||||
Cash dividends declared ($0.84 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134,459
|
)
|
|
(134,459
|
)
|
||||||
Balance at June 28, 2015
|
158,531
|
|
|
159
|
|
|
5,366,773
|
|
|
(4,302,847
|
)
|
|
(57,796
|
)
|
|
4,096,855
|
|
|
5,103,144
|
|
||||||
Sale of common stock
|
2,863
|
|
|
2
|
|
|
3,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,405
|
|
||||||
Purchase of treasury stock
|
(2,130
|
)
|
|
(2
|
)
|
|
—
|
|
|
(155,132
|
)
|
|
—
|
|
|
—
|
|
|
(155,134
|
)
|
||||||
Income tax benefits on equity-based compensation plans
|
—
|
|
|
—
|
|
|
(1,023
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,023
|
)
|
||||||
Reissuance of treasury stock
|
937
|
|
|
1
|
|
|
27,329
|
|
|
28,662
|
|
|
—
|
|
|
—
|
|
|
55,992
|
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
142,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,348
|
|
||||||
Effect of conversion of convertible notes
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
||||||
Reclassification from temporary to permanent equity
|
—
|
|
|
—
|
|
|
34,256
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,256
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
914,049
|
|
|
914,049
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,537
|
)
|
|
—
|
|
|
(11,537
|
)
|
||||||
Cash dividends declared ($1.20 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190,795
|
)
|
|
(190,795
|
)
|
||||||
Balance at June 26, 2016
|
160,201
|
|
|
160
|
|
|
5,572,898
|
|
|
(4,429,317
|
)
|
|
(69,333
|
)
|
|
4,820,109
|
|
|
5,894,517
|
|
||||||
Sale of common stock
|
2,661
|
|
|
3
|
|
|
12,910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,913
|
|
||||||
Purchase of treasury stock
|
(5,322
|
)
|
|
(5
|
)
|
|
—
|
|
|
(811,667
|
)
|
|
—
|
|
|
—
|
|
|
(811,672
|
)
|
||||||
Income tax benefits on equity-based compensation plans
|
—
|
|
|
—
|
|
|
38,747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,747
|
|
||||||
Reissuance of treasury stock
|
825
|
|
|
1
|
|
|
34,865
|
|
|
24,797
|
|
|
—
|
|
|
—
|
|
|
59,663
|
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
149,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,975
|
|
||||||
Effect of conversion of convertible notes, net of income tax benefit
|
1,388
|
|
|
1
|
|
|
(1,596
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,595
|
)
|
||||||
Exercise of warrants
|
1,970
|
|
|
2
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Reclassification to temporary from permanent equity, net
|
—
|
|
|
—
|
|
|
37,691
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,691
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,697,763
|
|
|
1,697,763
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,633
|
|
|
—
|
|
|
7,633
|
|
||||||
Cash dividends declared ($1.65 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(268,181
|
)
|
|
(268,181
|
)
|
||||||
Balance at June 25, 2017
|
161,723
|
|
|
$
|
162
|
|
|
$
|
5,845,485
|
|
|
$
|
(5,216,187
|
)
|
|
$
|
(61,700
|
)
|
|
$
|
6,249,691
|
|
|
$
|
6,817,451
|
|
•
|
entities will be required to recognize all excess tax benefits or deficiencies as an income tax benefit or expense in the income statement, eliminating additional paid in capital (“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.
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
|
(in thousands)
|
||||||||||
Equity-based compensation expense
|
$
|
149,975
|
|
|
$
|
142,348
|
|
|
$
|
135,354
|
|
Income tax benefit recognized related to equity-based compensation
|
$
|
38,381
|
|
|
$
|
37,814
|
|
|
$
|
23,660
|
|
Income tax benefit realized from the exercise and vesting of options and RSUs
|
$
|
92,749
|
|
|
$
|
67,756
|
|
|
$
|
40,401
|
|
|
Options Outstanding
|
|
Restricted Stock Units Outstanding
|
||||||||||
Number of
Shares |
|
Weighted-Average
Exercise Price |
|
Number of
Shares |
|
Weighted-Average
Fair Market Value at Grant |
|||||||
June 29, 2014
|
1,331,886
|
|
|
$
|
32.20
|
|
|
5,635,469
|
|
|
$
|
45.83
|
|
Granted
|
76,659
|
|
|
$
|
80.60
|
|
|
1,804,937
|
|
|
$
|
79.74
|
|
Exercised
|
(564,558
|
)
|
|
$
|
31.05
|
|
|
N/A
|
|
|
N/A
|
|
|
Canceled
|
(8,155
|
)
|
|
$
|
29.32
|
|
|
(174,879
|
)
|
|
$
|
50.16
|
|
Vested restricted stock
|
N/A
|
|
|
N/A
|
|
|
(2,311,439
|
)
|
|
$
|
41.17
|
|
|
June 28, 2015
|
835,832
|
|
|
$
|
37.44
|
|
|
4,954,088
|
|
|
$
|
60.13
|
|
Granted
|
196,167
|
|
|
$
|
75.57
|
|
|
2,230,851
|
|
|
$
|
71.87
|
|
Exercised
|
(123,726
|
)
|
|
$
|
24.92
|
|
|
N/A
|
|
|
N/A
|
|
|
Canceled
|
(862
|
)
|
|
$
|
21.43
|
|
|
(110,131
|
)
|
|
$
|
69.17
|
|
Vested restricted stock
|
N/A
|
|
|
N/A
|
|
|
(2,739,704
|
)
|
|
$
|
54.04
|
|
|
June 26, 2016
|
907,411
|
|
|
$
|
47.41
|
|
|
4,335,104
|
|
|
$
|
69.30
|
|
Granted
|
90,128
|
|
|
$
|
119.67
|
|
|
1,660,571
|
|
|
$
|
113.75
|
|
Exercised
|
(389,460
|
)
|
|
$
|
33.92
|
|
|
N/A
|
|
|
N/A
|
|
|
Canceled
|
(14,020
|
)
|
|
$
|
69.81
|
|
|
(175,975
|
)
|
|
$
|
73.31
|
|
Vested restricted stock
|
N/A
|
|
|
N/A
|
|
|
(2,269,639
|
)
|
|
$
|
63.24
|
|
|
June 25, 2017
|
594,059
|
|
|
$
|
66.69
|
|
|
3,550,061
|
|
|
$
|
90.03
|
|
Range of Exercise Prices
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Number of
Options Outstanding |
|
Weighted-Average
Remaining Life (Years) |
|
Weighted-Average
Exercise Price |
|
Number of
Options Exercisable |
|
Weighted-Average
Exercise Price |
|||||||
$11.09-$23.59
|
57,020
|
|
|
3.62
|
|
$
|
18.04
|
|
|
57,020
|
|
|
$
|
18.04
|
|
$28.73-$35.68
|
52,606
|
|
|
3.63
|
|
$
|
31.18
|
|
|
52,606
|
|
|
$
|
31.18
|
|
$42.61-$51.76
|
150,539
|
|
|
3.37
|
|
$
|
49.21
|
|
|
150,539
|
|
|
$
|
49.21
|
|
$75.57-$119.67
|
333,894
|
|
|
5.75
|
|
$
|
88.46
|
|
|
94,399
|
|
|
$
|
77.77
|
|
$11.09-$119.67
|
594,059
|
|
|
4.63
|
|
$
|
66.69
|
|
|
354,564
|
|
|
$
|
49.13
|
|
|
Year Ended
|
|||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||
Expected volatility
|
28.85
|
%
|
|
33.08
|
%
|
|
34.45
|
%
|
Risk-free interest rate
|
1.92
|
%
|
|
1.27
|
%
|
|
1.46
|
%
|
Expected term (years)
|
4.75
|
|
|
4.79
|
|
|
4.80
|
|
Dividend yield
|
1.50
|
%
|
|
1.59
|
%
|
|
0.89
|
%
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
|
(in thousands)
|
||||||||||
Intrinsic value - options outstanding
|
$
|
50,551
|
|
|
$
|
31,643
|
|
|
$
|
37,961
|
|
Intrinsic value - options exercisable
|
$
|
36,396
|
|
|
$
|
29,112
|
|
|
$
|
33,360
|
|
Intrinsic value - options exercised
|
$
|
29,674
|
|
|
$
|
6,562
|
|
|
$
|
26,806
|
|
|
Year Ended
|
|||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||
Risk-free interest rate
|
1.51
|
%
|
|
0.98
|
%
|
|
0.97
|
%
|
Expected term (years)
|
2.97
|
|
|
3.00
|
|
|
2.83
|
|
Dividend yield
|
1.48
|
%
|
|
1.59
|
%
|
|
0.89
|
%
|
|
Year Ended
|
|||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||
Expected volatility
|
27.48
|
%
|
|
29.81
|
%
|
|
27.93
|
%
|
Risk-free interest rate
|
1.55
|
%
|
|
0.97
|
%
|
|
1.05
|
%
|
Expected term (years)
|
2.92
|
|
|
2.92
|
|
|
2.98
|
|
Dividend yield
|
1.50
|
%
|
|
1.59
|
%
|
|
0.89
|
%
|
|
Year Ended
|
|||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||
Expected term (years)
|
0.73
|
|
|
0.67
|
|
|
0.67
|
|
Expected stock price volatility
|
31.74
|
%
|
|
35.48
|
%
|
|
27.60
|
%
|
Risk-free interest rate
|
0.41
|
%
|
|
0.29
|
%
|
|
0.07
|
%
|
Dividend yield
|
1.09
|
%
|
|
1.18
|
%
|
|
0.69
|
%
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
|
(in thousands)
|
||||||||||
Interest income
|
$
|
57,858
|
|
|
$
|
29,512
|
|
|
$
|
19,268
|
|
Interest expense
|
(117,734
|
)
|
|
(134,773
|
)
|
|
(73,682
|
)
|
|||
Gains (losses) on deferred compensation plan related assets, net
|
17,880
|
|
|
(3,995
|
)
|
|
9,071
|
|
|||
Loss on extinguishment of debt, net
|
(36,252
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange (losses) gains, net
|
(569
|
)
|
|
308
|
|
|
2,331
|
|
|||
Other, net
|
(11,642
|
)
|
|
(5,191
|
)
|
|
(4,177
|
)
|
|||
|
$
|
(90,459
|
)
|
|
$
|
(114,139
|
)
|
|
$
|
(47,189
|
)
|
|
Year Ended
|
||||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||
|
(in thousands)
|
||||||||||
United States
|
$
|
7,553
|
|
|
$
|
(113,607
|
)
|
|
$
|
72,728
|
|
Foreign
|
1,804,120
|
|
|
1,073,724
|
|
|
668,122
|
|
|||
|
$
|
1,811,673
|
|
|
$
|
960,117
|
|
|
$
|
740,850
|
|
|
Year Ended
|
||||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||
|
(in thousands)
|
||||||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
(70,858
|
)
|
|
$
|
1,426
|
|
|
$
|
16,795
|
|
Deferred
|
99,700
|
|
|
(38,616
|
)
|
|
12,115
|
|
|||
|
28,842
|
|
|
(37,190
|
)
|
|
28,910
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
(963
|
)
|
|
2,892
|
|
|
1,376
|
|
|||
Deferred
|
(2,246
|
)
|
|
(7,600
|
)
|
|
158
|
|
|||
|
(3,209
|
)
|
|
(4,708
|
)
|
|
1,534
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
85,479
|
|
|
90,752
|
|
|
61,551
|
|
|||
Deferred
|
2,798
|
|
|
(2,786
|
)
|
|
(6,722
|
)
|
|||
|
88,277
|
|
|
87,966
|
|
|
54,829
|
|
|||
Total provision for income taxes
|
$
|
113,910
|
|
|
$
|
46,068
|
|
|
$
|
85,273
|
|
|
June 25,
2017 |
|
June 26,
2016 |
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Tax carryforwards
|
$
|
175,595
|
|
|
$
|
176,767
|
|
Allowances and reserves
|
170,752
|
|
|
128,416
|
|
||
Equity-based compensation
|
25,828
|
|
|
29,414
|
|
||
Inventory valuation differences
|
19,602
|
|
|
17,178
|
|
||
Prepaid cost sharing
|
133,831
|
|
|
88,522
|
|
||
Other
|
20,175
|
|
|
24,540
|
|
||
Gross deferred tax assets
|
545,783
|
|
|
464,837
|
|
||
Valuation allowance
|
(114,011
|
)
|
|
(101,689
|
)
|
||
Net deferred tax assets
|
431,772
|
|
|
363,148
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(30,944
|
)
|
|
(46,774
|
)
|
||
Convertible debt
|
(153,047
|
)
|
|
(151,483
|
)
|
||
Capital assets
|
(72,727
|
)
|
|
(61,845
|
)
|
||
Amortization of goodwill
|
(15,582
|
)
|
|
(14,176
|
)
|
||
Unremitted earnings of foreign subsidiaries
|
(302,663
|
)
|
|
(146,459
|
)
|
||
Other
|
(9,844
|
)
|
|
(8,594
|
)
|
||
Gross deferred tax liabilities
|
(584,807
|
)
|
|
(429,331
|
)
|
||
Net deferred tax liabilities
|
$
|
(153,035
|
)
|
|
$
|
(66,183
|
)
|
|
Year Ended
|
||||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||
|
(in thousands)
|
||||||||||
Income tax expense computed at federal statutory rate
|
$
|
634,086
|
|
|
$
|
336,041
|
|
|
$
|
259,297
|
|
State income taxes, net of federal tax benefit
|
(11,973
|
)
|
|
(14,070
|
)
|
|
(8,611
|
)
|
|||
Foreign income taxed at different rates
|
(352,860
|
)
|
|
(265,123
|
)
|
|
(175,581
|
)
|
|||
Settlements and reductions in uncertain tax positions
|
(144,519
|
)
|
|
—
|
|
|
—
|
|
|||
Tax credits
|
(37,713
|
)
|
|
(48,277
|
)
|
|
(24,416
|
)
|
|||
State valuation allowance, net of federal tax benefit
|
12,070
|
|
|
17,948
|
|
|
8,594
|
|
|||
Equity-based compensation
|
13,187
|
|
|
12,366
|
|
|
28,845
|
|
|||
Other permanent differences and miscellaneous items
|
1,632
|
|
|
7,183
|
|
|
(2,855
|
)
|
|||
|
$
|
113,910
|
|
|
$
|
46,068
|
|
|
$
|
85,273
|
|
|
|
||
|
(in thousands)
|
||
Balance as of June 29, 2014
|
$
|
352,112
|
|
Settlements and effective settlements with tax authorities
|
(2,108
|
)
|
|
Lapse of statute of limitations
|
(9,376
|
)
|
|
Increases in balances related to tax positions taken during prior periods
|
3,729
|
|
|
Decreases in balances related to tax positions taken during prior periods
|
(12,615
|
)
|
|
Increases in balances related to tax positions taken during current period
|
31,810
|
|
|
Balance as of June 28, 2015
|
363,552
|
|
|
Lapse of statute of limitations
|
(10,992
|
)
|
|
Increases in balances related to tax positions taken during prior periods
|
18,200
|
|
|
Decreases in balances related to tax positions taken during prior periods
|
(421
|
)
|
|
Increases in balances related to tax positions taken during current period
|
47,093
|
|
|
Balance as of June 26, 2016
|
417,432
|
|
|
Settlements and effective settlements with tax authorities
|
(6,691
|
)
|
|
Lapse of statute of limitations
|
(113,491
|
)
|
|
Increases in balances related to tax positions taken during prior periods
|
6,557
|
|
|
Decreases in balances related to tax positions taken during prior periods
|
(11,528
|
)
|
|
Increases in balances related to tax positions taken during current period
|
47,168
|
|
|
Balance as of June 25, 2017
|
$
|
339,447
|
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
|
(in thousands, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,697,763
|
|
|
$
|
914,049
|
|
|
$
|
655,577
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic average shares outstanding
|
162,222
|
|
|
158,919
|
|
|
159,629
|
|
|||
Effect of potential dilutive securities:
|
|
|
|
|
|
||||||
Employee stock plans
|
2,058
|
|
|
2,120
|
|
|
3,193
|
|
|||
Convertible notes
|
16,861
|
|
|
13,464
|
|
|
13,530
|
|
|||
Warrants
|
2,629
|
|
|
656
|
|
|
715
|
|
|||
Diluted average shares outstanding
|
183,770
|
|
|
175,159
|
|
|
177,067
|
|
|||
Net income per share - basic
|
$
|
10.47
|
|
|
$
|
5.75
|
|
|
$
|
4.11
|
|
Net income per share - diluted
|
$
|
9.24
|
|
|
$
|
5.22
|
|
|
$
|
3.70
|
|
|
Year Ended
|
|||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||
|
(in thousands)
|
|||||||
Number of options and RSUs excluded
|
34
|
|
|
149
|
|
|
330
|
|
|
June 25, 2017
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
(Reported Within)
|
|||||||||||||||||||||||
Cost
|
|
Unrealized
Gain |
|
Unrealized
(Loss) |
|
Fair Value
|
|
Cash and
Cash Equivalents |
|
Investments
|
|
Restricted
Cash & Investments |
|
Other
Assets |
|||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Cash
|
$
|
551,308
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
551,308
|
|
|
$
|
545,130
|
|
|
$
|
—
|
|
|
$
|
6,178
|
|
|
$
|
—
|
|
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Time deposit
|
640,666
|
|
|
—
|
|
|
—
|
|
|
640,666
|
|
|
390,639
|
|
|
—
|
|
|
250,027
|
|
|
—
|
|
||||||||
Money market funds
|
1,423,417
|
|
|
—
|
|
|
—
|
|
|
1,423,417
|
|
|
1,423,417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. Treasury and agencies
|
783,848
|
|
|
684
|
|
|
(2,111
|
)
|
|
782,421
|
|
|
8,297
|
|
|
774,124
|
|
|
—
|
|
|
—
|
|
||||||||
Mutual funds
|
53,247
|
|
|
3,007
|
|
|
|
|
|
56,254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,254
|
|
||||||||
Level 1 total
|
2,901,178
|
|
|
3,691
|
|
|
(2,111
|
)
|
|
2,902,758
|
|
|
1,822,353
|
|
|
774,124
|
|
|
250,027
|
|
|
56,254
|
|
||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Municipal notes and bonds
|
194,575
|
|
|
308
|
|
|
(7
|
)
|
|
194,876
|
|
|
—
|
|
|
194,876
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. Treasury and Agencies
|
12,795
|
|
|
—
|
|
|
(167
|
)
|
|
12,628
|
|
|
—
|
|
|
12,628
|
|
|
—
|
|
|
—
|
|
||||||||
Government-sponsored enterprises
|
24,502
|
|
|
—
|
|
|
(6
|
)
|
|
24,496
|
|
|
—
|
|
|
24,496
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign government bonds
|
62,917
|
|
|
219
|
|
|
(114
|
)
|
|
63,022
|
|
|
—
|
|
|
63,022
|
|
|
—
|
|
|
—
|
|
||||||||
Corporate notes and bonds
|
2,433,622
|
|
|
4,654
|
|
|
(1,840
|
)
|
|
2,436,436
|
|
|
10,051
|
|
|
2,426,385
|
|
|
—
|
|
|
—
|
|
||||||||
Mortgage backed securities - residential
|
102,760
|
|
|
87
|
|
|
(489
|
)
|
|
102,358
|
|
|
—
|
|
|
102,358
|
|
|
—
|
|
|
—
|
|
||||||||
Mortgage backed securities - commercial
|
65,828
|
|
|
9
|
|
|
(98
|
)
|
|
65,739
|
|
|
—
|
|
|
65,739
|
|
|
—
|
|
|
—
|
|
||||||||
Level 2 total
|
2,896,999
|
|
|
5,277
|
|
|
(2,721
|
)
|
|
2,899,555
|
|
|
10,051
|
|
|
2,889,504
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
6,349,485
|
|
|
$
|
8,968
|
|
|
$
|
(4,832
|
)
|
|
$
|
6,353,621
|
|
|
$
|
2,377,534
|
|
|
$
|
3,663,628
|
|
|
$
|
256,205
|
|
|
$
|
56,254
|
|
|
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
|
|
|
June 25, 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 and agencies
|
$
|
539,374
|
|
|
$
|
(2,278
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
539,374
|
|
|
$
|
(2,278
|
)
|
Municipal notes and bonds
|
7,905
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
7,905
|
|
|
(7
|
)
|
||||||
Government-sponsored enterprises
|
20,104
|
|
|
(2
|
)
|
|
506
|
|
|
(4
|
)
|
|
20,610
|
|
|
(6
|
)
|
||||||
Foreign government bonds
|
26,227
|
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
26,227
|
|
|
(114
|
)
|
||||||
Corporate notes and bonds
|
998,793
|
|
|
(1,840
|
)
|
|
127
|
|
|
—
|
|
|
998,920
|
|
|
(1,840
|
)
|
||||||
Mortgage backed securities - residential
|
86,870
|
|
|
(468
|
)
|
|
1,369
|
|
|
(21
|
)
|
|
88,239
|
|
|
(489
|
)
|
||||||
Mortgage backed securities - commercial
|
50,014
|
|
|
(94
|
)
|
|
1,339
|
|
|
(4
|
)
|
|
51,353
|
|
|
(98
|
)
|
||||||
|
$
|
1,729,287
|
|
|
$
|
(4,803
|
)
|
|
$
|
3,341
|
|
|
$
|
(29
|
)
|
|
$
|
1,732,628
|
|
|
$
|
(4,832
|
)
|
|
Cost
|
|
Estimated
Fair Value |
||||
|
(in thousands)
|
||||||
Due in one year or less
|
$
|
2,701,107
|
|
|
$
|
2,700,908
|
|
Due after one year through five years
|
2,896,063
|
|
|
2,897,363
|
|
||
Due in more than five years
|
147,760
|
|
|
147,788
|
|
||
|
$
|
5,744,930
|
|
|
$
|
5,746,059
|
|
|
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
|
$
|
—
|
|
|
$
|
670,162
|
|
|
$
|
—
|
|
|
$
|
269,518
|
|
Euro
|
58,854
|
|
|
—
|
|
|
18,417
|
|
|
—
|
|
||||
Korean won
|
22,038
|
|
|
—
|
|
|
—
|
|
|
34,145
|
|
||||
Taiwan dollar
|
—
|
|
|
—
|
|
|
11,168
|
|
|
—
|
|
||||
Swiss franc
|
—
|
|
|
—
|
|
|
8,739
|
|
|
—
|
|
||||
Chinese renminbi
|
—
|
|
|
—
|
|
|
7,169
|
|
|
—
|
|
||||
|
$
|
80,892
|
|
|
$
|
670,162
|
|
|
$
|
45,493
|
|
|
$
|
303,663
|
|
Foreign currency option contracts
|
|
|
|
|
|
|
|
||||||||
|
Buy Put
|
|
Sell Put
|
|
Buy Put
(1)
|
|
Sell Put
|
||||||||
Japanese yen
|
$
|
36,036
|
|
|
$
|
—
|
|
|
$
|
26,481
|
|
|
$
|
26,481
|
|
|
June 25, 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 instrument
s:
|
|||||||||||||||||||||||
Foreign exchange forward contracts
|
Prepaid
expense and other assets |
|
$
|
8,061
|
|
|
Accrued expense and other current liabilities
|
|
$
|
2,916
|
|
|
Prepaid
expense and other assets |
|
$
|
249
|
|
|
Accrued expense and other current liabilities
|
|
$
|
16,585
|
|
Interest rate contracts, short-term
|
|
|
—
|
|
|
Accrued expense and other current liabilities
|
|
2,833
|
|
|
Prepaid
expense and other assets |
|
50
|
|
|
Accrued expense and other current liabilities
|
|
159
|
|
||||
Interest rate contracts, long-term
|
|
|
—
|
|
|
Other long-term liabilities
|
|
7,269
|
|
|
Other assets
|
|
8,661
|
|
|
|
|
—
|
|
||||
Derivatives not designated as hedging instrument
s:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Foreign exchange forward contracts
|
Prepaid
expense and other assets |
|
213
|
|
|
Accrued expense and other current liabilities
|
|
342
|
|
|
Prepaid expense
and other assets |
|
107
|
|
|
Accrued expense and other current liabilities
|
|
1,529
|
|
||||
Total derivatives
|
|
|
$
|
8,274
|
|
|
|
|
$
|
13,360
|
|
|
|
|
$
|
9,067
|
|
|
|
|
$
|
18,273
|
|
|
|
Year Ended June 25, 2017
|
|
Year Ended June 26, 2016
|
||||||||||||||||||||
|
Location of
Gain (Loss) Recognized in or Reclassified into Income |
Effective Portion
|
|
Ineffective
Portion and Amount Excluded from Effectiveness |
|
Effective Portion
|
|
Ineffective
Portion and Amount Excluded from Effectiveness |
||||||||||||||||
Derivatives Designated as
Hedging Instruments |
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 |
|||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Foreign exchange contracts
|
Revenue
|
$
|
2,927
|
|
|
$
|
(12,000
|
)
|
|
$
|
6,982
|
|
|
$
|
(22,575
|
)
|
|
$
|
(2,950
|
)
|
|
$
|
1,009
|
|
Foreign exchange contracts
|
Cost of goods
sold |
2,859
|
|
|
666
|
|
|
(686
|
)
|
|
81
|
|
|
(2,423
|
)
|
|
(172
|
)
|
||||||
Foreign exchange contracts
|
Selling, general, and
administrative |
1,128
|
|
|
71
|
|
|
(267
|
)
|
|
188
|
|
|
5
|
|
|
(69
|
)
|
||||||
Foreign exchange contracts
|
Other
expense, net |
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||
Interest rate contracts
|
Other
expense, net |
—
|
|
|
1,727
|
|
|
—
|
|
|
3,329
|
|
|
(360
|
)
|
|
96
|
|
||||||
|
|
$
|
6,914
|
|
|
$
|
(9,536
|
)
|
|
$
|
5,947
|
|
|
$
|
(18,977
|
)
|
|
$
|
(5,728
|
)
|
|
$
|
853
|
|
|
Year Ended
|
|||||||
June 25, 2017
|
|
June 26, 2016
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
Location of (Loss) Gain
Recognized in Income |
Gain
Recognized in Income |
|
Loss
Recognized in Income |
||||
|
|
(in thousands)
|
|
|
||||
Foreign exchange contracts
|
Other income
|
$
|
523
|
|
|
$
|
(16,208
|
)
|
|
June 25,
2017 |
|
June 26,
2016 |
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
625,600
|
|
|
$
|
536,844
|
|
Work-in-process
|
213,066
|
|
|
151,406
|
|
||
Finished goods
|
394,250
|
|
|
283,661
|
|
||
|
$
|
1,232,916
|
|
|
$
|
971,911
|
|
|
June 25,
2017 |
|
June 26,
2016 |
||||
|
(in thousands)
|
||||||
Manufacturing, engineering, and office equipment
|
$
|
841,284
|
|
|
$
|
824,532
|
|
Computer equipment and software
|
166,441
|
|
|
157,125
|
|
||
Land
|
46,155
|
|
|
46,047
|
|
||
Buildings
|
248,177
|
|
|
213,364
|
|
||
Leasehold improvements
|
109,904
|
|
|
96,649
|
|
||
Furniture and fixtures
|
30,914
|
|
|
23,609
|
|
||
|
1,442,875
|
|
|
1,361,326
|
|
||
Less: accumulated depreciation and amortization
|
(757,280
|
)
|
|
(721,718
|
)
|
||
|
$
|
685,595
|
|
|
$
|
639,608
|
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Customer relationships
|
$
|
615,164
|
|
|
$
|
(366,439
|
)
|
|
$
|
248,725
|
|
Existing technology
|
643,196
|
|
|
(487,056
|
)
|
|
156,140
|
|
|||
Patents
|
36,553
|
|
|
(31,238
|
)
|
|
5,315
|
|
|||
Other intangible assets
|
36,514
|
|
|
(35,699
|
)
|
|
815
|
|
|||
Total intangible assets
|
$
|
1,331,427
|
|
|
$
|
(920,432
|
)
|
|
$
|
410,995
|
|
|
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
|
|
Fiscal Year
|
Amount
|
||
|
(in thousands)
|
||
2018
|
$
|
153,523
|
|
2019
|
115,236
|
|
|
2020
|
50,457
|
|
|
2021
|
47,773
|
|
|
2022
|
44,006
|
|
|
|
$
|
410,995
|
|
|
June 25,
2017 |
|
June 26,
2016 |
||||
|
(in thousands)
|
||||||
Accrued compensation
|
$
|
447,363
|
|
|
$
|
331,528
|
|
Warranty reserves
|
161,981
|
|
|
100,321
|
|
||
Income and other taxes payable
|
95,127
|
|
|
86,723
|
|
||
Dividend payable
|
72,738
|
|
|
48,052
|
|
||
Other
|
192,152
|
|
|
206,286
|
|
||
|
$
|
969,361
|
|
|
$
|
772,910
|
|
|
June 25, 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”)
|
447,436
|
|
(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”)
|
631,074
|
|
(1)
|
4.28
|
%
|
|
699,895
|
|
(2)
|
4.28
|
%
|
||
Total debt outstanding, at par
|
2,878,510
|
|
|
|
|
4,549,849
|
|
|
|
||||
Unamortized discount
|
(178,589
|
)
|
|
|
|
(232,727
|
)
|
|
|
||||
Fair value adjustment - interest rate contracts
|
(10,102
|
)
|
|
|
|
8,552
|
|
|
|
||||
Unamortized bond issuance costs
|
(3,161
|
)
|
|
|
|
(7,213
|
)
|
(3)
|
|
||||
Total debt outstanding, at carrying value
|
$
|
2,686,658
|
|
|
|
|
$
|
4,318,461
|
|
|
|
||
Reported as:
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
$
|
907,827
|
|
(4)
|
|
|
$
|
940,537
|
|
(4)
|
|
||
Long-term debt
|
1,778,831
|
|
|
|
|
3,377,924
|
|
|
|
||||
Total debt outstanding, at carrying value
|
$
|
2,686,658
|
|
|
|
|
$
|
4,318,461
|
|
|
|
Payments Due by Fiscal Year:
|
Long-Term
Debt |
||
|
(in thousands)
|
||
2018
(1)
|
$
|
1,078,510
|
|
2019
|
—
|
|
|
2020
|
500,000
|
|
|
2021
|
800,000
|
|
|
2022
|
—
|
|
|
Thereafter
|
500,000
|
|
|
Total
|
$
|
2,878,510
|
|
|
June 25, 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
|
$
|
89,604
|
|
|
$
|
156,374
|
|
|
$
|
72,992
|
|
|
$
|
152,397
|
|
Carrying amount of temporary equity component, net of tax
|
$
|
15,186
|
|
|
$
|
154,675
|
|
|
$
|
31,894
|
|
|
$
|
175,658
|
|
Remaining amortization period (years)
|
0.8
|
|
|
23.8
|
|
|
1.9
|
|
|
24.9
|
|
||||
Fair value of notes (Level 2)
|
$
|
1,125,561
|
|
|
$
|
2,809,857
|
|
|
|
|
|
||||
Conversion rate (shares of common stock per $1,000 principal amount of notes)
|
16.5702
|
|
|
29.7371
|
|
|
|
|
|
||||||
Conversion price (per share of common stock)
|
$
|
60.35
|
|
|
$
|
33.63
|
|
|
|
|
|
||||
If-converted value in excess of par value
|
$
|
677,876
|
|
|
$
|
2,217,277
|
|
|
|
|
|
||||
Estimated share dilution using average quarterly stock price of $145.28 per share
|
4,334
|
|
|
14,423
|
|
|
|
|
|
|
2018 Notes
|
||
|
(shares in thousands)
|
||
Warrants:
|
|
||
Underlying shares
|
7,457
|
|
|
Estimated share dilution using average quarterly stock price $145.28 per share
|
3,716
|
|
|
Exercise price
|
$
|
72.88
|
|
Expiration date range
|
August 15 - October 24, 2018
|
|
|
Convertible note hedge:
|
|
||
Number of shares available from counterparties
|
7,414
|
|
|
Exercise price
|
$
|
60.35
|
|
|
Remaining Amortization period
|
|
Fair Value of Notes (Level 2)
|
||
|
(years)
|
|
(in thousands)
|
||
2020 Notes
|
2.7
|
|
$
|
508,035
|
|
2021 Notes
|
4.0
|
|
$
|
814,632
|
|
2025 Notes
|
7.7
|
|
$
|
516,750
|
|
|
Year Ended
|
||||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||
|
(in thousands)
|
||||||||||
Contractual interest coupon
|
$
|
95,195
|
|
|
$
|
63,053
|
|
|
$
|
36,074
|
|
Amortization of interest discount
|
22,873
|
|
|
35,206
|
|
|
34,886
|
|
|||
Amortization of issuance costs
|
2,414
|
|
|
35,315
|
|
|
2,435
|
|
|||
Amortization of interest rate contract
|
(4,756
|
)
|
|
359
|
|
|
113
|
|
|||
Total interest cost recognized
|
$
|
115,726
|
|
|
$
|
133,933
|
|
|
$
|
73,508
|
|
Payments Due by Fiscal Year:
|
Capital
Leases |
||
|
(in thousands)
|
||
2018
|
$
|
744
|
|
2019
|
738
|
|
|
2020
|
719
|
|
|
2021
|
662
|
|
|
2022
|
4,338
|
|
|
Total
|
7,201
|
|
|
Interest on capital leases
|
446
|
|
|
Current portion of capital leases
|
612
|
|
|
Long-term portion of capital leases
|
$
|
6,143
|
|
Payments Due by Fiscal Year:
|
Operating
Leases |
||
|
(in thousands)
|
||
2018
|
$
|
50,798
|
|
2019
|
44,227
|
|
|
2020
|
16,226
|
|
|
2021
|
12,131
|
|
|
2022
|
7,508
|
|
|
Thereafter
|
25,955
|
|
|
Total
|
$
|
156,845
|
|
Payments Due by Fiscal Year:
|
Purchase
Obligations |
||
|
(in thousands)
|
||
2018
|
$
|
274,574
|
|
2019
|
3,471
|
|
|
2020
|
3,471
|
|
|
2021
|
1,622
|
|
|
2022
|
1,439
|
|
|
Thereafter
|
227
|
|
|
Total
|
$
|
284,804
|
|
|
Year Ended
|
||||||
June 25,
2017 |
|
June 26,
2016 |
|||||
|
(in thousands)
|
||||||
Balance at beginning of period
|
$
|
100,321
|
|
|
$
|
93,209
|
|
Warranties issued during the period
|
188,813
|
|
|
124,582
|
|
||
Settlements made during the period
|
(135,213
|
)
|
|
(114,008
|
)
|
||
Changes in liability for pre-existing warranties
|
8,060
|
|
|
(3,462
|
)
|
||
Balance at end of period
|
$
|
161,981
|
|
|
$
|
100,321
|
|
Period
|
Total Number
of Shares Repurchased |
|
Total
Cost of Repurchase |
|
Average
Price Paid per Share (1) |
|
Amount Available
Under Repurchase Program |
|||||||
|
(in thousands, except per share data)
|
|||||||||||||
Available balance as of June 26, 2016
|
|
|
|
|
|
|
$
|
229,094
|
|
|||||
Quarter ended September 25, 2016
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,094
|
|
Board authorization, November 2016
|
|
|
|
|
|
|
$
|
1,000,000
|
|
|||||
Quarter ended December 25, 2016
|
619
|
|
|
$
|
65,014
|
|
|
$
|
105.01
|
|
|
$
|
934,986
|
|
Quarter ended March 26, 2017
|
1,223
|
|
|
$
|
139,760
|
|
|
$
|
114.30
|
|
|
$
|
795,226
|
|
Quarter ended June 25, 2017
|
2,672
|
|
|
$
|
513,085
|
|
|
$
|
128.29
|
|
|
$
|
282,141
|
|
|
Accumulated
Foreign Currency Translation Adjustment |
|
Accumulated
Unrealized Holding Gain (Loss) on Cash Flow Hedges |
|
Accumulated
Unrealized Holding Gain (Loss) on Available-For-Sale Investments |
|
Accumulated
Unrealized Components of Defined Benefit Plans |
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance as of June 26, 2016
|
$
|
(39,528
|
)
|
|
$
|
(15,623
|
)
|
|
$
|
4,896
|
|
|
$
|
(19,078
|
)
|
|
$
|
(69,333
|
)
|
Other comprehensive (loss) income before reclassifications
|
(3,091
|
)
|
|
5,841
|
|
|
(3,789
|
)
|
|
(546
|
)
|
|
(1,585
|
)
|
|||||
Losses (gains) reclassified from accumulated other comprehensive income (loss) to net income
|
248
|
|
(2)
|
8,971
|
|
(1)
|
(1
|
)
|
(2)
|
—
|
|
|
9,218
|
|
|||||
Net current-period other comprehensive (loss) income
|
(2,843
|
)
|
|
14,812
|
|
|
(3,790
|
)
|
|
(546
|
)
|
|
7,633
|
|
|||||
Balance as of June 25, 2017
|
$
|
(42,371
|
)
|
|
$
|
(811
|
)
|
|
$
|
1,106
|
|
|
$
|
(19,624
|
)
|
|
$
|
(61,700
|
)
|
(1)
|
Amount of after-tax gain reclassified from accumulated other comprehensive income into net income located in revenue:
$10,668
loss; cost of goods sold:
$540
gain; selling, general, and administrative expenses:
$56
gain; and other income and expense:
$1,101
gain.
|
(2)
|
Amount of after-tax gain reclassified from accumulated other comprehensive income into net income located in other expense, net.
|
|
Year Ended
|
||||||||||
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
|||||||
|
(in thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Korea
|
$
|
2,480,329
|
|
|
$
|
1,057,331
|
|
|
$
|
1,406,617
|
|
Taiwan
|
2,095,669
|
|
|
1,485,037
|
|
|
1,084,239
|
|
|||
Japan
|
1,041,969
|
|
|
983,821
|
|
|
623,575
|
|
|||
China
|
1,023,195
|
|
|
1,039,951
|
|
|
661,094
|
|
|||
United States
|
629,937
|
|
|
495,123
|
|
|
890,891
|
|
|||
Southeast Asia
|
401,877
|
|
|
605,236
|
|
|
278,350
|
|
|||
Europe
|
340,644
|
|
|
219,394
|
|
|
314,546
|
|
|||
Total revenue
|
$
|
8,013,620
|
|
|
$
|
5,885,893
|
|
|
$
|
5,259,312
|
|
|
June 25,
2017 |
|
June 26,
2016 |
|
June 28,
2015 |
||||||
|
(in thousands)
|
||||||||||
Long-lived assets:
|
|
|
|
|
|
||||||
United States
|
$
|
575,264
|
|
|
$
|
529,316
|
|
|
$
|
505,814
|
|
Europe
|
77,211
|
|
|
81,377
|
|
|
86,779
|
|
|||
Korea
|
19,982
|
|
|
17,281
|
|
|
18,230
|
|
|||
Taiwan
|
7,970
|
|
|
8,647
|
|
|
8,908
|
|
|||
Southeast Asia
|
2,179
|
|
|
668
|
|
|
349
|
|
|||
China
|
1,906
|
|
|
1,339
|
|
|
960
|
|
|||
Japan
|
1,083
|
|
|
980
|
|
|
378
|
|
|||
|
$
|
685,595
|
|
|
$
|
639,608
|
|
|
$
|
621,418
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K.
|
|
Page
|
1. Index to Financial Statements
|
|
Consolidated Statements of Operations — Years Ended June 25, 2017, June 26, 2017, and June 28, 2015
|
|
Consolidated Statements of Comprehensive Income — Years Ended June 25, 2017, June 26, 2017, and June 28, 2015
|
|
Consolidated Balance Sheets — June 25, 2017 and June 26, 2016
|
|
Consolidated Statements of Cash Flows — Years Ended June 25, 2017, June 26, 2017, and June 28, 2015
|
|
Consolidated Statements of Stockholders’ Equity — Years Ended June 25, 2017, June 26, 2017, and June 28, 2015
|
|
Notes to Consolidated Financial Statements
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
2. Index to Financial Statement Schedules
|
|
|
|
Schedule II — Valuation and Qualifying Accounts
|
|
|
|
Schedules, other than those listed above, have been omitted since they are not applicable/not required or the information is included elsewhere herein.
|
|
|
|
3. See (b) of this Item 15, which is incorporated herein by reference.
|
|
(b)
|
The list of Exhibits follows page 100 of this
2017
Annual Report on Form 10-K and is incorporated herein by this reference.
|
Date:
|
August 15, 2017
|
|
LAM RESEARCH CORPORATION
(Registrant)
|
|
|||
By:
|
/s/ Martin B. Anstice
|
||
Martin B. Anstice
|
|||
President and Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
Principal Executive Officer
|
|
|
|
|
|
|
|
||
/s/ Martin B. Anstice
|
|
President, Chief Executive Officer, and Director
|
|
August 15, 2017
|
Martin B. Anstice
|
|
|
|
|
|
|
|
||
Principal Financial Officer and Principal
Accounting Officer
|
|
|
|
|
|
|
|
||
/s/ Douglas R. Bettinger
|
|
Executive Vice President, Chief Financial Officer, and Chief Accounting Officer
|
|
August 15, 2017
|
Douglas R. Bettinger
|
|
|
|
|
|
|
|
||
Other Directors
|
|
|
|
|
/s/ Stephen G. Newberry
|
|
Chairman
|
|
August 15, 2017
|
Stephen G. Newberry
|
|
|
||
|
|
|
|
|
/s/ Erik K. Brandt
|
|
Director
|
|
August 15, 2017
|
Eric K. Brandt
|
|
|
||
|
|
|
|
|
/s/ Michael R. Cannon
|
|
Director
|
|
August 15, 2017
|
Michael R. Cannon
|
|
|
|
|
|
|
|
||
/a/ Youssef A. El-Mansy
|
|
Director
|
|
August 15, 2017
|
Youssef A. El-Mansy
|
|
|
||
|
|
|
|
|
/s/ Christine Heckart
|
|
Director
|
|
August 15, 2017
|
Christine Heckart
|
|
|
||
|
|
|
|
|
/s/ Young Bum Koh
|
|
Director
|
|
August 15, 2017
|
Young Bum (YB) Koh
|
|
|
||
|
|
|
|
|
/s/ Catherine P. Lego
|
|
Director
|
|
August 15, 2017
|
Catherine P. Lego
|
|
|
||
|
|
|
|
|
/s/ Abhi Talwalkar
|
|
Director
|
|
August 15, 2017
|
Abhi Talwalkar
|
|
|
|
|
|
|
|
|
|
/s/ Lih Shyng Tsai
|
|
Director
|
|
August 15, 2017
|
Lih Shyng (Rick L.) Tsai
|
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||
Description
|
|
Balance at
Beginning of
Period
|
|
Charged to
Costs
and Expenses
|
|
Write-offs,
Net of
Recoveries
|
|
Balance at End of
Period
|
||||||||
YEAR ENDED JUNE 25, 2017
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
5,155
|
|
|
$
|
2,000
|
|
|
$
|
(2,052
|
)
|
|
$
|
5,103
|
|
YEAR ENDED JUNE 26, 2016
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
4,890
|
|
|
$
|
—
|
|
|
$
|
265
|
|
|
$
|
5,155
|
|
YEAR ENDED JUNE 28, 2015
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
4,962
|
|
|
$
|
8
|
|
|
$
|
(80
|
)
|
|
$
|
4,890
|
|
Exhibit
|
|
Description
|
2.1(23)
|
|
Agreement and Plan of Merger and Reorganization, dated as of October 20, 2015, by and among Lam Research Corporation, Topeka Merger Sub 1, Inc., Topeka Merger Sub 2, Inc., and KLA-Tencor Corporation.
|
2.2 (30)
|
|
Termination Agreement dated as of October 5, 2016 by and between Lam Research Corporation and KLA-Tencor Corporation.
|
3.1(32)
|
|
Restated Certificate of Incorporation of the Registrant, (including Certificate and Designation, Preferences and Rights of Series A Junior Participating Preferred Stock), dated November 22, 2016.
|
3.2(33)
|
|
Bylaws of the Registrant, as amended and restated, dated February 8, 2017.
|
4.2(5)
|
|
Indenture (including Form of Notes), dated as of May 11, 2011, by and between Lam Research Corporation, and The Bank of New York Mellon Trust Company, N.A, as trustee, with respect to the 2018 Notes.
|
4.15(22)*
|
|
Lam Research Corporation 2007 Stock Incentive Plan, as amended.
|
4.16(6)*
|
|
Lam Research Corporation Elective Deferred Compensation Plan.
|
4.17(6)*
|
|
Lam Research Corporation Elective Deferred Compensation Plan II.
|
4.18(7)
|
|
Indenture between Novellus Systems, Inc. as Issuer and The Bank of New York Mellon Trust Company, N.A. as Trustee, dated as of May 10, 2011, including the form of 2.625% Senior Convertible Notes due 2041.
|
4.19(4)
|
|
Supplemental Indenture among the Registrant, as Guarantor, Novellus Systems, Inc. as Issuer and The Bank of New York Mellon Trust Company, N.A. as Trustee, dated as of June 4, 2012.
|
4.20(13)
|
|
Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended.
|
4.21(19)
|
|
Indenture (including Form of Notes), dated as of February 13, 2015, between Registrant and The Bank of New York Mellon Trust Company, N.A.
|
4.22(20)
|
|
First Supplemental Indenture, dated as of March 12, 2015, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee
|
4.23(28)
|
|
Second Supplemental Indenture, dated as of June 7, 2016, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
4.24(24)*
|
|
2004 Executive Incentive Plan, as Amended and Restated.
|
4.25(24)*
|
|
2015 Stock Incentive Plan.
|
10.3(1)*
|
|
Form of Indemnification Agreement.
|
10.107(2)
|
|
Form of Restricted Stock Unit Award Agreement—Outside Directors (U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan.
|
10.108(2)
|
|
Form of Restricted Stock Unit Award Agreement—Outside Directors (non-U.S. Agreement) — Lam Research Corporation 2007 Stock Incentive Plan.
|
10.148(3)*
|
|
Form of Indemnification Agreement.
|
10.151(4)*
|
|
Form of Indemnification Agreement.
|
10.162(8)*
|
|
Form of Novellus Directors and Officers Indemnification Agreement.
|
10.168(9)
|
|
Lease Guaranty between Novellus and Phoenix Industrial Investment Partners, L.P. dated January 21, 2003.
|
10.169(10)
|
|
Binding Memorandum of Understanding between Novellus, and Applied Materials, Inc., effective as of September 3, 2004. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
|
10.170(11)*
|
|
Novellus Amended Executive Voluntary Deferred Compensation Plan, as amended.
|
Exhibit
|
|
Description
|
10.171(12)*
|
|
Novellus Accelerated Stock Vesting Retirement Plan Summary.
|
10.172(14)*
|
|
Novellus Systems, Inc. 2011 Stock Incentive Plan, as amended July 18, 2012.
|
10.181(15)*
|
|
Form of Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
|
10.182(15)*
|
|
Form of Restricted Stock Unit Award Agreement (International Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
|
10.183(15)*
|
|
Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
|
10.184(15)*
|
|
Form of Nonstatutory Stock Option Award Agreement (International Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
|
10.187(15)*
|
|
Form of Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
|
10.188(15)*
|
|
Form of Restricted Stock Unit Award Agreement (International Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended)
|
10.189(15)*
|
|
Form of Nonstatutory Stock Option Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended).
|
10.191(15)*
|
|
Form of Nonstatutory Stock Option Award Agreement (International Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended).
|
10.211(16)*
|
|
Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation 2007 Stock Incentive Plan.
|
10.212(16)*
|
|
Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants)—Lam Research Corporation 2007 Stock Incentive Plan
|
10.213(16)*
|
|
Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended).
|
10.214(16)*
|
|
Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) — Lam Research Corporation (Novellus Systems, Inc.) 2011 Stock Incentive Plan (As Amended).
|
10.231(17)*
|
|
Employment Agreement with Martin B. Anstice, dated January 13, 2015.
|
10.232(17)*
|
|
Employment Agreement with Timothy M. Archer, dated January 13, 2015.
|
10.233(17)*
|
|
Employment Agreement with Douglas R. Bettinger, dated January 13, 2015.
|
10.234(17)*
|
|
Employment Agreement with Richard A. Gottscho, dated January 13, 2015.
|
10.235(17)*
|
|
Form of Change in Control Agreement.
|
10.236(26)
|
|
Chairman’s Agreement with Stephen G. Newberry, dated December 14, 2015
|
10.237(18)
|
|
Form of Confidentiality Agreement.
|
10.243(23)
|
|
Commitment Letter, dated October 20, 2015, by and among Lam Research
Corporation, Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC. |
10.244(24)*
|
|
Form of Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
|
10.245(24)*
|
|
Form of Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan.
|
10.246(24)*
|
|
Form of Restricted Stock Unit Award Agreement (Outside Directors) - 2015 Stock Incentive Plan.
|
10.247(24)*
|
|
Form of Option Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
|
10.248(24)*
|
|
Form of Option Award Agreement (International Participants) - 2015 Stock Incentive Plan.
|
10.249(24)*
|
|
Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
|
10.250(24)*
|
|
Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan.
|
Exhibit
|
|
Description
|
10.251(25)
|
|
Amendment and Restatement Agreement, dated November 10, 2015 among Lam Research Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders listed therein, and all exhibits and schedules attached thereto.
|
10.252(25)
|
|
Joinder Agreement, dated as of November 10, 2015, among Lam Research Corporation and the other agents and lenders listed therein, and the schedules attached thereto.
|
10.253(27)
|
|
Amended and Restated Term Loan Agreement, dated May 13, 2016, among Lam Research Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
|
10.254 (29)
|
|
Amendment No. 1 to the Amended and Restated Credit Agreement, dated April 26, 2016 among Lam Research Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders listed therein, and all exhibits and schedules attached thereto.
|
10.255(31)*
|
|
Form of Market-Based Performance Restricted Stock Unit Award Agreement (U.S. Participants) - 2015 Stock Incentive Plan.
|
10.256(31)*
|
|
Form of Market-Based Performance Restricted Stock Unit Award Agreement (International Participants) - 2015 Stock Incentive Plan.
|
10.257 (35)*
|
|
Form of Indemnification Agreement.
|
10.258 (35)
|
|
Chairman’s Agreement with Stephen G. Newberry, dated December 14, 2016.
|
20.1(34)
|
|
Notices of Adjustment of Conversion Rate pursuant to the Indentures dated May 11, 2011, by and between Lam Research Corporation and The Bank of New York Mellon Trust Company, N.A. as Trustee with respect to the 1.250% Senior Convertible Notes Due 2018, and Notice of Adjustment of Conversion Rate pursuant to the indenture dated May 10, 2011, by and between Novellus Systems Incorporated and The Bank of New York Mellon Trust company, N.A. as Trustee with respect to the 2.625% Senior Convertible Notes Due 2041.
|
21
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
24
|
|
Power of Attorney (See Signature page)
|
31.1
|
|
Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Executive Officer)
|
31.2
|
|
Rule 13a — 14(a) / 15d — 14(a) Certification (Principal Financial Officer)
|
32.1
|
|
Section 1350 Certification — (Principal Executive Officer)
|
32.2
|
|
Section 1350 Certification — (Principal Financial Officer)
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1988 (SEC File No. 000-12933).
|
(2)
|
Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2007 (SEC File No. 000-12933).
|
(3)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed on November 13, 2008 (SEC File No. 000-12933).
|
(4)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed on June 4, 2012 (SEC File No. 000-12933).
|
(5)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed on May 11, 2011 (SEC File No. 000-12933).
|
(6)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K filed on August 19, 2011 (SEC File No. 000-12933)
|
(7)
|
Incorporated by reference to Novellus’ Current Report on Form 8-K filed on May 10, 2011 (SEC File No. 000-17157).
|
(8)
|
Incorporated by reference to Novellus’ Current Report on Form 10-Q filed on August 13, 2002 (SEC File No. 000-17157).
|
(9)
|
Incorporated by reference to Novellus’ Annual Report on Form 10-K filed on March 5, 2003 (SEC File No. 000-17157).
|
(10)
|
Incorporated by reference to Novellus’ Current Report on Form 8-K filed on September 24, 2004 (SEC File No. 000-17157).
|
(11)
|
Incorporated by reference to Novellus’ Quarterly Report on Form 10-Q filed on November 5, 2008 (SEC File No. 000-17157).
|
(12)
|
Incorporated by reference to Novellus’ Quarterly Report on Form 10-Q filed on November 2, 2010 (SEC File No. 000-17157).
|
(13)
|
Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed on January 31, 2013 (SEC File No. 000-12933).
|
(14)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K filed on August 22, 2012 (SEC File No. 000-12933).
|
(15)
|
Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed on February 6, 2014 (SEC File No. 000-12933).
|
(16)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 18, 2014 (SEC File No. 000-12933).
|
(17)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 16, 2015 (SEC File No. 000-12933).
|
(18)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on February 3, 2015 (SEC File No. 000-12933).
|
(19)
|
Incorporated by reference to the Registrant’s Registration Statement on Form S-3 filed on February 13, 2015 (SEC File No. 333-202110).
|
(20)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 12, 2015 (SEC File No. 000-12933).
|
(21)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 16, 2015 (SEC File No. 000-12933).
|
(22)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K filed on August 27, 2013 (SEC File No. 000-12933).
|
(23)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 21, 2015 (SEC File No. 000-12933).
|
(24)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 5, 2015 (SEC File No. 000-12933).
|
(25)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 12, 2015 (SEC File No. 000-12933).
|
(26)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on February 3, 2016 (SEC File No. 000-12933).
|
(27)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 13, 2016 (SEC File No. 000-12933).
|
(28)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 7, 2016 (SEC File No. 000-12933).
|
(29)
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on August 17, 2016 (SEC File No. 000-12933).
|
(30)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 6, 2016 (SEC File No. 000-12933).
|
(31)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on October 25, 2016 (SEC File No. 000-12933).
|
(32)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on January 30, 2017 (SEC File No. 000-12933).
|
(33)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 14, 2017 (SEC File No. 000-12933).
|
(34)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 9, 2017 (SEC File No. 000-12933).
|
(35)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on April 24, 2017 (SEC File No. 000-12933).
|
*
|
Indicates management contract or compensatory plan or arrangement in which executive officers of the Company are eligible to participate.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|