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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER

0-12933
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LAM RESEARCH CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2634797

(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)

INCORPORATION)

4650 CUSHING PARKWAY, 94538

FREMONT, CALIFORNIA (ZIP CODE)

(ADDRESS OF PRINCIPAL EXECUTIVE

OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 659-0200
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, PAR VALUE $.001 PER SHARE
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Indicate by check mark whether the Registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the

Registrant was required to file such reports), and (2) has been subject to

such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item

405 of Regulation S-K is not contained herein, and will not be contained, to

the best of Registrant's knowledge, in definitive proxy or information

statements incorporated by reference in Part III of this Form 10-K or any

amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the

Registrant, based on the average of the closing price of the Common Stock on

September 9, 1997, as reported by the Nasdaq National Market, was

approximately $1,735,438,000. Shares of Common Stock held by each officer and

director and by each person who owns 5% or more of the outstanding Common

Stock have been excluded from this computation in that such persons may be

deemed to be affiliates. This determination of affiliate status is not

necessarily a conclusive determination for other purposes.
As of September 9, 1997, the Registrant had outstanding 36,612,676 shares of

Common Stock.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended June

30, 1997 (1997 Annual Report to Stockholders) are incorporated by reference

into Parts I, II and IV of this Form 10-K Report. Except as otherwise

specifically incorporated by reference in this Form 10-K Report, the 1997

Annual Report to Stockholders is not deemed filed as part of this Form 10-K

Report.
Parts of Registrant's Proxy Statement for the Annual Meeting of Stockholders

to be held on November 7, 1997 are incorporated by reference into Parts III

and IV of this Form 10-K Report. (The Compensation Committee Report and the

stock performance graph of the Registrant's Proxy Statement are expressly not

incorporated by reference herein.)
PART I
ITEM 1. BUSINESS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements in this Report that are forward-looking are based on current

expectations and beliefs and involve numerous risks and uncertainties that

could cause actual results to differ materially. The forward-looking

statements relate to operating results, cash flows, capital expenditures and

adequacy of resources to fund operations and capital investments; the market

demand for integrated circuits and products utilizing integrated circuits;

development and market acceptance of Lam Research Corporation's (the Company

or Lam) new products; the Company's ability to manage product transitions;

ability of the Company to expand its international operations; the integration

of operations with OnTrak Systems, Inc. (OnTrak); and the Company's ability to

integrate future acquisitions. For discussion of the factors that could cause

actual results to differ materially, see the discussion of such risks and

uncertainties set forth below in this Report and in the section of the 1997

Annual Report to Stockholders entitled "Management's Discussion and Analysis

of Financial Condition and Results of Operations," incorporated by reference

in this Report.
THE COMPANY
Lam designs, manufactures, markets and services semiconductor processing

equipment used in the fabrication of integrated circuits. Lam is recognized by

its customers worldwide as a leading supplier of semiconductor production

equipment. Lam's products are used to deposit special films on silicon wafers

(deposition) and to selectively etch away portions of various films (etch) to

create an integrated circuit. Deposition and etch processes, which are

repeated numerous times during the fabrication cycle, are required to

manufacture every semiconductor device produced today. Lam's etch technology

is also used to process device features in flat panel displays (FPDs). With

the acquisition of OnTrak, consummated in August 1997, Lam has added both

chemical mechanical planarization (CMP) cleaning and polishing product lines.

CMP enables the fabrication of devices featuring design rules of 0.5 micron

and below with multiple metal layers and is currently the fastest growing

segment of the semiconductor capital equipment industry.
Lam sells a broad range of plasma (dry) etch products to address specific

applications, including the AutoEtch, Advanced Capability Rainbow, and

Transformer Coupled Plasma (TCP) product lines. Lam's TCP etchers utilize a

high density plasma process to etch device features down to 0.18 microns and

below. In the deposition market, Lam offers its DSM 9800 low pressure chemical

vapor deposition (CVD) system, a fully automated batch thermal CVD system for

pre-metal dielectric applications, and its DSM 9900 high density plasma (HDP)

CVD system, which addresses advanced intermetal dielectric applications for

logic and microprocessor integrated circuits as well as shallow trenches for

isolation in memory circuits. All current generation TCP and DSM 9900 modules

are available on Lam's Alliance multi-chamber cluster platform. Lam
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formally entered the FPD market in calendar 1996 with the introduction of its

Continuum etch system based on Transformer Coupled Plasma technology. Through

OnTrak, the Company markets both the DSS-200 and Synergy product lines of

cleaners, which are used to remove residual slurries and other contaminants

from wafer surfaces both after CMP polishing and before and after essential

semiconductor process steps. Lam's Aurora Polishing System, currently under

development, leverages OnTrak's CMP expertise to provide the Company's first

fully integrated polishing and cleaning solutions such as CVD, etch and

photoresist removal to its customers.
On August 5, 1997, Lam acquired OnTrak, a leading manufacturer of CMP

cleaning and polishing equipment. As part of the transaction, James W. Bagley,

Chairman and Chief Executive Officer of OnTrak, became Chief Executive Officer

of Lam.
PRODUCTS
Semiconductor wafers are subjected to a complex series of process steps that

result in the simultaneous creation of many individual semiconductor circuits.

Basic steps include deposition, CMP and cleaning photolithography, etching,

assembly and testing. Lam's products are used in the deposition, etch process

and CMP steps of semiconductor device manufacturing and are available as

stand-alone systems or on the Company's Advanced Capabilities Alliance multi-

chamber cluster platform. Lam incorporates its Envision interactive control

system software for advanced production management on each of its systems.
Etch Products
The etch process defines line-widths and other micro features on integrated

circuits. Plasma etching, a dry etch technique, was developed to meet the

demand for device geometries with line-widths smaller than three microns.

Plasma etching uses ionized gases that react with exposed portions of the

wafer to produce finely delineated features and patterns of the integrated

circuit. Today, manufacturers of advanced integrated circuits require etch

systems that can produce line-widths as small as 0.25 micron (approximately

1/300 the thickness of a human hair), and in the future are expected to

require systems capable of producing devices with feature sizes smaller than

0.1 micron. In addition, advanced manufacturing facilities are producing

integrated circuits on silicon wafers of 200 mm (8 inches) in diameter, and a

transition in wafer diameters is expected to increase to 300 mm (12 inches)

starting in calendar year 1998. To accommodate these decreasing line-widths

and increasing wafer diameters, manufacturers increasingly require more

precise control over the etching process.
Lam's family of etch systems incorporates plasma technologies designed to

meet both current and future device requirements.
AutoEtch. The AutoEtch family was Lam's initial product line, with the first

AutoEtch etcher sold in January 1982. The AutoEtch product line includes the

490, 590, 690 and 790 series for etching polysilicon, oxide, aluminum and

tungsten film, respectively. Although the AutoEtch series is more than fifteen

years old, continued improvements in both reliability and performance have

enabled Lam to continue to offer it as a suitable product for applications

involving line widths of 0.8 micron or greater and wafer sizes of six inches

or smaller. In addition, Lam offers the service of refurbishing and

remanufacturing AutoEtch systems.
Rainbow. The first Rainbow etch system was introduced in 1987. The Rainbow

series of products addresses processes that utilize wafer sizes up to 200 mm

and feature sizes as small as 0.35 micron. The Rainbow product line, also

available on the Alliance platform, includes the Rainbow 4400, 4500, 4600 and

4700 series for etching polysilicon, oxide, aluminum and tungsten films,

respectively. These systems are designed to accommodate evolving customer

needs through hardware and process enhancements.
The Rainbow product line incorporates a number of unique features that offer

semiconductor manufacturers improved etch capability, reliability and

performance. These features include a patented wafer handling system, a

proprietary source for generating stable plasma, and an overall product design

for which Lam has received industry awards for quality and reliability. These

and other Rainbow product features enable the semiconductor
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manufacturer to reduce wafer particle contamination to a level that exceeds

industry standards and to improve etch selectivity and uniformity while

maintaining profile control and process flexibility.
TCP. Lam's TCP product line of high density, low pressure etch systems,

which was introduced in late 1992, incorporates the Company's patented

Transformer Coupled Plasma source technology for etching 0.35 micron and

smaller geometries. The Company currently offers the TCP 9600SE and TCP

9600PTX for metal etch applications, the TCP 9400SE for polysilicon and

polycide etch applications and the TCP 9100 for oxide etch applications. These

systems are currently used to produce a broad range of advanced logic and

memory devices, and the Company believes these products offer technological

capability to enable manufacturers to produce the next generations of advanced

devices. The TCP series etch systems operate at lower pressures for improved

pattern transfer control and higher plasma density for higher etch rates with

independent power control to the lower electrode, which improves etch results

across a wider process window. Lam's TCP systems are designed to offer

customers a reliable, lower cost of ownership solution to their advanced

needs. The TCP systems are available as stand-alone, single wafer tools or on

the Alliance multi-chamber cluster platform.
Deposition Products
CVD involves the deposition of thin films on a silicon wafer by exposing the

wafer to various reactant gases containing the materials to be deposited.

Insulating films are deposited to form dielectric layers on integrated

circuits. The metal interconnect layer is typically deposited on the wafer

surface by a sputtering process to provide electrical connection between the

various circuit elements. The dielectric layer is deposited over the

interconnects and subsequent metal layer to provide electrical insulation

between the interconnect layers. To increase circuit functionality,

manufacturers have designed circuits with multilevel interconnections (stacked

levels of wiring separated by insulating dielectric layers) using lower

resistivity materials for improved device performance. Multiple levels of

interconnects allow device manufacturers to increase the density and

complexity of the integrated circuit. Current state-of-the-art devices may

have as many as five interconnect and dielectric layers on the integrated

circuit. Lam currently manufactures two dielectric deposition products, the

DSM 9800 and DSM 9900, to address advanced device requirements.
DSM 9800. The DSM 9800 utilizes a patented integrated process design for

flowing gases rapidly over the wafer, forming films that are highly uniform

and planar at a lower thermal budget to provide improved device performance.

The DSM 9800 has been installed worldwide and is currently being used for

production of semiconductor devices at 0.35 micron and below.
DSM 9900. Lam introduced its first DSM 9900 HDP CVD system in November 1995.

The DSM 9900 represents the next generation in HDP CVD technology. First

introduced as the Epic system, the DSM 9900 has a smaller footprint, higher

reliability and improved throughput. The DSM 9900 is well suited for the

demanding requirements of high production environments. Like the Epic, the DSM

9900 makes use of electron cyclotron resonance (ECR) technology to form a high

density, low pressure plasma. ECR enables remote plasma coupling that
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