8-K/AOther EventsExhibits & Filings

LAM RESEARCH CORP 8-K/A Report, Corporate Update (May 25, 2016)

Filed May 25, 2016For Securities:LRCX

Summary

Lam Research Corporation (LRCX) filed an 8-K/A amendment to provide updated financial information, primarily related to the reclassification of expenses and the computation of earnings to fixed charges ratios. The company is increasing the reclassification of "other expense, net" to "interest expense" for the nine months ended March 27, 2016, from $74.1 million to $101.3 million. This adjustment primarily reflects the amortization of debt issuance costs associated with a bridge commitment letter for the planned acquisition of KLA-Tencor. The updated expense classification impacts the calculation of the company's "ratio of earnings to fixed charges." The actual ratio for the nine months ended March 27, 2016, is now reported as 7.6x, and the pro forma ratio, which includes the KLA-Tencor acquisition and related financing, is 3.6x. Additionally, the amendment clarifies the correct classification of stockholders' equity components on the pro forma balance sheet, with no change to the total equity figure.

Key Highlights

  • 1Lam Research (LRCX) filed an 8-K/A amendment on May 24, 2016, to correct and supplement prior financial presentations.
  • 2An additional $27.2 million in "other expense, net" has been reclassified to "interest expense" for the nine months ended March 27, 2016, bringing the total reclassification to $101.3 million.
  • 3This reclassification is primarily due to the amortization of debt issuance costs related to the bridge commitment for the KLA-Tencor acquisition.
  • 4The "ratio of earnings to fixed charges" for the nine months ended March 27, 2016, is now 7.6x on an actual basis (previously reported differently due to the expense reclassification).
  • 5The pro forma "ratio of earnings to fixed charges", reflecting the KLA-Tencor acquisition and related financing, is now reported as 3.6x for the nine months ended March 27, 2016.
  • 6An amendment clarifies the correct classification of stockholders' equity components (common stock and additional paid-in capital) on the pro forma combined balance sheet as of March 27, 2016, without altering the total stockholders' equity.
  • 7Updated computations for the ratio of earnings to fixed charges for both actual and pro forma periods are provided as exhibits.

Frequently Asked Questions

The primary reason for this amendment is to correct and supplement the prior financial presentation by increasing the reclassification of "other expense, net" to "interest expense" for the nine months ended March 27, 2016. This adjustment is mainly for debt issuance costs related to the KLA-Tencor acquisition financing.

The increased reclassification of expenses from "other expense" to "interest expense" results in a higher "interest expense" figure. This impacts the "ratio of earnings to fixed charges." The actual ratio for the nine months ended March 27, 2016, is now 7.6x, and the pro forma ratio, which includes the KLA-Tencor acquisition, is 3.6x for the same period.

No, while the classification of the components of stockholders' equity (common stock and additional paid-in capital) on the pro forma balance sheet has been corrected, the total stockholders' equity as of March 27, 2016, remains unchanged.

The KLA-Tencor acquisition is a significant planned transaction for Lam Research. The filing references "bridge commitment letters" and "related financing transactions" in connection with this acquisition, and the expenses associated with these are impacting the financial presentations and ratios being amended.