e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended December 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-6920
Applied Materials, Inc. Employee Savings and Retirement Plan
(Full title of the plan)
APPLIED MATERIALS, INC.
3050 Bowers Avenue, P.O. Box 58039
Santa Clara, California 95052-8039
(Name of issuer of the securities held pursuant to the plan and the
address of the issuers and plans principal executive office)
APPLIED MATERIALS, INC.
EMPLOYEE SAVINGS AND RETIREMENT PLAN
Table of Contents
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Page number |
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3 |
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Financial Statements: |
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4 |
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5 |
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6 |
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15 |
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16 |
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Consent of Independent Registered Public Accounting Firm (Exhibit 23.1) |
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18 |
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EX-23.1 |
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrative Committee of the
Applied Materials, Inc. Employee Savings and Retirement Plan
Santa Clara, California
We have audited the accompanying statements of net assets available for benefits of the Applied
Materials, Inc. Employee Savings and Retirement Plan (the Plan) as of December 31, 2009 and 2008,
and the related statement of changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plans internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and
the changes in net assets available for benefits for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the
purpose of additional analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The
supplemental schedule is the responsibility of the Plans management. The supplemental schedule
has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
ARMANINO McKENNA LLP
San Ramon, California
June 25, 2010
3
APPLIED MATERIALS, INC.
EMPLOYEE SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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December 31, |
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2009 |
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2008 |
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ASSETS |
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Investments, at fair value |
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$ |
1,126,803,147 |
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$ |
880,394,862 |
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Participant loans |
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13,657,034 |
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13,258,849 |
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Assets held for investment purposes |
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1,140,460,181 |
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893,653,711 |
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Employer contribution receivable |
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852,126 |
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1,662,246 |
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Total assets |
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1,141,312,307 |
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895,315,957 |
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LIABILITIES |
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Expenses payable |
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(261,359 |
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(295,087 |
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Total liabilities |
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(261,359 |
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(295,087 |
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Net assets available for benefits, at fair value |
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1,141,050,948 |
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895,020,870 |
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Adjustment from fair value to contract value for fully benefit-responsive investment
contracts |
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(2,361,741 |
) |
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7,352,033 |
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Net assets available for benefits |
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$ |
1,138,689,207 |
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$ |
902,372,903 |
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See Accompanying Notes to Financial Statements.
4
APPLIED MATERIALS, INC.
EMPLOYEE SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Years ended |
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December 31, |
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2009 |
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2008 |
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Additions to net assets attributed to: |
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Investment income: |
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Dividends and interest |
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$ |
19,393,832 |
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$ |
30,725,920 |
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Net realized and unrealized appreciation (depreciation) of investments |
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236,508,073 |
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(475,884,280 |
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Total investment income (loss) |
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255,901,905 |
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(445,158,360 |
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Contributions: |
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Participant |
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54,716,711 |
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66,464,600 |
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Employer |
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23,442,132 |
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28,056,963 |
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Total contributions |
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78,158,843 |
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94,521,563 |
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Transfers in from outside plans |
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198,340 |
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Deductions from net assets attributed to withdrawals and distributions |
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(97,942,784 |
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(92,125,920 |
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Net increase (decrease) in net assets available for benefits |
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236,316,304 |
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(442,762,717 |
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Net assets available for benefits: |
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Beginning of year |
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902,372,903 |
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1,345,135,620 |
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End of year |
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$ |
1,138,689,207 |
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$ |
902,372,903 |
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See Accompanying Notes to Financial Statements.
5
APPLIED MATERIALS, INC.
EMPLOYEE SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 Significant accounting policies
General
The following description of the Applied Materials, Inc. (Applied) Employee Savings and Retirement
Plan (the Plan) provides only general information. Participants seeking more detailed information
about the Plan should refer to the Plan document and the Summary Plan Description/Prospectus for
the Plan.
The Plan is a defined contribution plan that Applied established in 1981 to provide benefits to
eligible employees, as provided in the Plan document. The Plan covers all eligible United States
and expatriate employees of Applied and its participating affiliates. Eligible employees may enroll
in the Plan after receipt of their first paycheck.
The Plan is intended to qualify as a profit-sharing plan as described in Section 401(a) of the
Internal Revenue Code of 1986, as amended (the Code), which includes a qualified cash or deferred
arrangement as described in Section 401(k) of the Code. In addition, the Applied Materials, Inc.
Common Stock Fund under the Plan (the Stock Fund) is intended to constitute an employee stock
ownership plan as described in Section 4975(e)(7) of the Code. The Plan also is intended to comply
with the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Plan administration
Under ERISA, Applied is the designated administrator of the Plan. An administrative committee (the
401(k) Committee) manages the day-to-day operations and administration of the Plan on behalf of
Applied. The 401(k) Committee members consist of certain Applied employees who do not report
directly to Applieds Chief Executive Officer, as specified in the Plan. Applied has contracted
with Fidelity Institutional Retirement Services Company (Fidelity) to maintain the Plans
individual participant accounts and provide certain other record-keeping and administrative
services, and with Fidelity Management Trust Company (Fidelity Trust) to act as the Plans
custodian and trustee. Applied currently pays a portion of the expenses incurred in the
administration of the Plan. Other expenses associated with the administration of the Plan are
charged against the Plan and paid from Plan assets. Loan fees are paid by Plan participants who
elect to receive a Plan loan. Withdrawal fees are paid by Plan participants who elect to receive
certain types of withdrawals.
Brokerage commission fees associated with transactions in the Stock Fund are paid by Plan
participants who transact in the Stock Fund. Total administrative expenses paid directly from Plan
assets amounted to $490,550 and $468,714 in 2009 and 2008, respectively. These fees are
insignificant to these financial statements, and are therefore reported as withdrawals. Other
brokerage commissions and other charges incurred in connection with investment transactions under
the Plan are paid from Plan assets and are included as a reduction in investment income.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and changes therein, and the disclosure of
contingent assets and liabilities. Actual results could differ from those estimates.
Basis of accounting
The financial statements of the Plan are prepared using the accrual method of accounting.
Participant contributions and Applied matching contributions are recorded in the period during
which Applied withholds payroll deductions from participants earnings. Benefits are recorded when
paid.
Plan year
The Plan year is the twelve-consecutive month period beginning each January 1 and ending December
31.
6
Investments
Plan assets are held in trust by Fidelity Trust and are invested in the investment options
available under the Plan based solely upon instructions received from Plan participants or as
provided in the Plan document. Except as described below, the Plans investments are valued at fair
value, as measured by quoted market prices, as of the last business day of the Plan year. Purchases
and sales of securities are recorded on a trade-date basis and dividends are recorded on the
ex-dividend date. Participant loans are valued at cost, which approximates fair value.
The BNY Mellon Stable Value Fund (formerly named the Standish Mellon Stable Value Fund) (the Stable
Value Fund) is a separate account that holds investments in synthetic guaranteed investment
contracts (GICs). The investments in synthetic GICs are presented at fair value.
In determining the net assets available for benefits, synthetic GICs are recorded at their contract
values, which are equal to principal balance plus accrued interest. An investment contract is
generally valued at contract value, rather than fair value, to the extent it is fully
benefit-responsive. The Statements of Net Assets Available for Benefits presents the fair value of
the investment contracts as well as the adjustment of the fully benefit-responsive investment
contracts from fair value to contract value. The Statements of Changes in Net Assets Available for
Benefits is prepared on a contract value basis. Contract value represents contributions made under
the contract, plus earnings, less participant withdrawals and administrative expenses. Participants
may ordinarily direct the withdrawal or transfer of all or a portion of their investment at
contract value. There are currently no reserves against contract values for credit risk of the
contract issuers.
Certain employer initiated events (e.g., layoffs, bankruptcy, plant closings, plan termination,
mergers, early retirement incentives, employer communications designed to induce participants to
transfer from the Stable Value Fund, competing fund transfer or violation of equity wash or
equivalent rules in place and changes of qualification status of the employer or the Plan) are not
eligible for book value disbursements even from fully benefit-responsive contracts. These events
may cause liquidation of all or a portion of a synthetic GIC at a market value adjustment. If the
likelihood of such a non-book value withdrawal event is imminent, it may be necessary to consider
revaluation of those particular synthetic GICs. In general, synthetic GIC issuers may terminate the
contract and settle at other than contract value if the qualification status of the employer or the
Plan changes, or there is a breach of material obligations under the contract or misrepresentation
of the contract holder, or failure of the underlying portfolio to conform to the pre-established
investment guidelines.
The Stable Value Fund held fixed maturity, variable and constant duration synthetic GICs at
December 31, 2009 and 2008. Generally, fixed maturity synthetic GICs consist of an asset or
collection of assets that are owned by the Plan and a benefit-responsive, book value wrap contract.
The wrap contract provides book value accounting for the asset and assures that book value,
benefit-responsive payments will be made for participant-directed withdrawals. The credit rating
for the wrap contract is set at the beginning of the wrap contract period and typically resets
every quarter. Generally, fixed maturity synthetic GICs are held to maturity. The initial credit
rating is established based on market interest rates at the time the initial asset is purchased.
Fair values of fixed maturity synthetic GICs are calculated using the sum of all assets market
values provided by a third party vendor engaged by the Stable Value Fund manager.
Variable synthetic GICs consist of an asset or collection of assets that are managed by a bank or
insurance company and are held in a bankruptcy-remote vehicle for the benefit of the Plan. The
contract is benefit-responsive and provides next-day liquidity at book value. The credit rating
resets quarterly based on current market index rates and an investment spread. The investment
spread is established at the time of issuance and is guaranteed by the issuer for the life of the
contract. Fair values for variable synthetic GICs are calculated using the present value of the
contracts future cash flow values discounted by comparable swap rates.
Constant duration synthetic GICs consist of a portfolio of securities owned by the Plan and a
benefit-responsive, book value wrap contract. The wrap contract amortizes gains and losses of the
underlying securities over the contract duration, and assures that book value, benefit-responsive
payments are made for participant-directed withdrawals. The credit rating on a constant duration
synthetic GIC resets every quarter based on the book value of the contract and the market value of
the underlying securities over the duration of the contract and therefore will be affected by
movements in interest rates and changes in the market value of the underlying securities. The
initial credit rating is established based on market interest rates at the time the underlying
portfolio of securities is put together. Fair values for constant duration synthetic GICs are
calculated using market values provided by external investment managers.
In the absence of an actively traded market, discounted cash flows are used to estimate synthetic
GICs fair value.
7
The Stable Value Fund is credited with earnings on the underlying investments and charged for
participant withdrawals and administrative expenses. The synthetic GICs issuers are contractually
obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.
Effective December 2009, the Plans designated default investment option (the Default Fund) changed
from the T. Rowe Price Personal Strategy Balanced Fund to the designated Vanguard Target Retirement
Fund Investor Shares that has a target retirement date closest to the year in which the
applicable participant might retire, based on the participants date of birth and assuming a
retirement age of 65. The T. Rowe Price Personal Strategy Income, Balanced and Growth Funds were
removed as investment options under the Plan and replaced with the Vanguard Target Retirement Funds
Investor Shares.
Effective January 2009, the Standish Mellon Stable Value Fund was renamed the BNY Mellon Stable
Value Fund.
Effective March 2008, the Lord Abbett Small Cap Value Fund Class I was removed as an investment
option under the Plan and replaced with the Lord Abbett Small Cap Value Account, a separate
account.
Effective January 2008, the Class A shares of Morgan Stanley Institutional Fund, Inc.
International Equity Portfolio were renamed Class I.
Income taxes
The Plan is intended to qualify for favorable federal and state income tax treatment accorded to
plans that qualify under Section 401(a) of the Code, and therefore is intended to be exempt from
federal income and state franchise taxes. The Plan has been amended subsequent to receipt of its
most recent Internal Revenue Service favorable determination letter dated April 11, 2008 to bring
it into compliance with applicable law and to make other desired changes. The 401(k) Committee
believes that the Plan is currently designed and being operated in compliance with the applicable
requirements of the Code. Therefore, no provision for income taxes has been included in the Plans
financial statements.
Risks and uncertainties
The Plan provides participants with investment options consisting of various mutual funds, a
common/collective trust, separate accounts and the Stock Fund (which invests solely in shares of
Applied common stock (Shares)). The mutual funds, common/collective trust, and separate accounts
offered under the Plan invest in stocks, bonds and other investment securities. Shares and other
investment securities are exposed to risks, such as those associated with interest rates, market
conditions and credit worthiness of the securities issuers. These risks could materially affect
participants account balances and the amounts reported in the financial statements.
Recent accounting pronouncements
In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update
2010-06, Improving Disclosures about Fair Value Measurements, which expanded the required
disclosures about fair value measurements. In particular, this guidance requires: 1) separate
disclosure of the amounts of significant transfers in and out of level 1 and level 2 fair value
measurements along with the reasons for such transfers, 2) information about purchases, sales,
issuances and settlements to be presented separately in the reconciliation for level 3 fair value
measurements, 3) fair value measurement disclosures for each class of assets and liabilities and 4)
disclosures about the valuation techniques and inputs used to measure fair value for both recurring
and nonrecurring fair value measurements for fair value measurements that fall in either level 2 or
level 3. This guidance is effective for annual reporting periods beginning after December 15,
2009, except for 2) above which is effective for annual reporting periods beginning after December
15, 2010. Applied is currently evaluating the impact that this guidance will have on the Plans
financial statement disclosures. See Note 2 Fair Value Measurements for further details.
Note 2 Fair Value Measurements
The fair value measurements standard establishes a framework for measuring fair value. That
framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (level 1 measurements) and the lowest priority
to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under
the standard are described below:
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Level 1 |
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in
active markets that the Plan has the ability to access.
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Level 2 |
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Inputs to the valuation methodology include: |
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Quoted market prices for similar assets or liabilities in active markets; |
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Quoted prices for identical or similar assets or liabilities in inactive markets; |
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Inputs other than quoted prices that are observable for the asset or liability; |
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Inputs that are derived principally from or corroborated by observable
market data by correlation or other means. |
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If the asset or liability has a specified (contractual) term, the level 2 input must
be observable for substantially the full term of the asset or liability. |
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Level 3 |
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Inputs to the valuation methodology are unobservable and significant to the
fair value measurement. |
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of unobservable
inputs.
The following is a description of the valuation methodologies used for fair value measurements of
the Plans investments. There have been no changes in the methodologies used at December 31, 2009
and 2008.
Mutual funds are public investment vehicles, which are valued using the Net Asset Value (NAV)
provided by the administrator of the fund. The NAV is a quoted price in an active market and is
based on the value of the underlying net assets owned by the fund divided by the number of shares
outstanding. It is not probable that the mutual funds will be sold at amounts that differ
materially from the NAV of shares held.
Applied common stock, corporate bonds and U.S. government securities are valued at the closing
price reported on the active market on which the individual securities are traded.
Unitized common stock fund is a separately managed fund, which is valued using the NAV provided by
the administrator of the fund. The NAV is a quoted price in an active market and is based on the
value of the underlying net assets owned by the fund divided by the number of shares outstanding.
Common/collective trust (CCT) is valued using a discounted cash flow model, which considers recent
fee bids as determined by recognized dealers, discount rate and the duration of the underlying
portfolio securities. CCTs are not available in an exchange and active market, however, the fair
value is determined based on the underlying investments as traded in an exchange and active market.
The Stable Value Fund primarily holds investments in GICs. GICs are fair valued by discounting the
related cash flows based on current yields of similar instruments with comparable durations
considering the credit-worthiness of the issuer.
Participant loans are valued at amortized cost, which approximates fair value.
The valuation methodologies described above may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values. Furthermore, while the
Plan administrator believes the valuation methodologies used are appropriate and consistent with
other market participants, the use of different methodologies or assumptions to determine the fair
value of certain financial instruments could result in a different fair value measurement at the
reporting date.
9
The following table sets forth by level, within the fair value hierarchy, the Plans assets at
estimated fair value as of December 31, 2009 and 2008:
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Assets at fair value as of December 31, 2009 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds: |
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Fixed income funds |
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$ |
132,394 |
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$ |
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$ |
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$ |
132,394 |
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Growth funds |
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|
278,245,014 |
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|
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|
|
|
278,245,014 |
|
Value funds |
|
|
53,127,994 |
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|
|
|
|
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|
53,127,994 |
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Blend fund |
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|
145,857,220 |
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145,857,220 |
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Target date funds |
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|
67,121,019 |
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67,121,019 |
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Total mutual funds |
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544,483,641 |
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544,483,641 |
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Applied common stock |
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|
332,296,954 |
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332,296,954 |
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Stable value fixed funds |
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|
|
|
|
|
159,013,165 |
|
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|
|
|
|
|
159,013,165 |
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Common/collective trust
bond fund |
|
|
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48,714,601 |
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|
|
|
|
|
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48,714,601 |
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Unitized stock blend fund |
|
|
|
|
|
|
42,294,786 |
|
|
|
|
|
|
|
42,294,786 |
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Participant loans |
|
|
|
|
|
|
|
|
|
|
13,657,034 |
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|
|
13,657,034 |
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Total assets at estimated
fair value |
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$ |
876,780,595 |
|
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$ |
250,022,552 |
|
|
$ |
13,657,034 |
|
|
$ |
1,140,460,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below sets forth a summary of changes in the estimated fair value of the Plans level 3
assets, consisting of participant loans, for the year ended December 31, 2009.
|
|
|
|
|
|
|
Level 3 |
|
|
Balance at January 1, 2009 |
|
$ |
13,258,849 |
|
Purchases, sales, issuances and settlements, net |
|
|
398,185 |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009 |
|
$ |
13,657,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at fair value as of December 31, 2008 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
$ |
403,392,350 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
403,392,350 |
|
Applied common stock |
|
|
262,255,652 |
|
|
|
|
|
|
|
|
|
|
|
262,255,652 |
|
Stable value fund |
|
|
|
|
|
|
143,171,182 |
|
|
|
|
|
|
|
143,171,182 |
|
Common/collective
trust |
|
|
|
|
|
|
36,518,505 |
|
|
|
|
|
|
|
36,518,505 |
|
Unitized stock |
|
|
|
|
|
|
35,057,173 |
|
|
|
|
|
|
|
35,057,173 |
|
Participant loans |
|
|
|
|
|
|
|
|
|
|
13,258,849 |
|
|
|
13,258,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at
estimated fair
value |
|
$ |
665,648,002 |
|
|
$ |
214,746,860 |
|
|
$ |
13,258,849 |
|
|
$ |
893,653,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
The table below sets forth a summary of changes in the estimated fair value of the Plans level 3
assets, consisting of participant loans, for the year ended December 31, 2008.
|
|
|
|
|
|
|
Level 3 |
|
|
|
|
|
|
Balance at January 1, 2008 |
|
$ |
12,294,757 |
|
Purchases, sales, issuances and settlements, net |
|
|
964,092 |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
$ |
13,258,849 |
|
|
|
|
|
Note 3 Participation and benefits
Participant contributions
The Plan allows eligible participants to elect to have Applied withhold up to 50 percent of their
eligible pre-tax compensation for their contribution to the Plan, subject to a dollar limit
established by the Code. The Plan also allows eligible participants who are age 50 or older during
the Plan year to make catch-up contributions up to 50 percent of their eligible pre-tax
compensation, subject to a dollar limit established by the Code. For participants who elect to
contribute a portion of their compensation to the Plan, their taxable compensation is reduced by
the amount contributed.
Participants are also allowed to make rollover contributions of eligible amounts received from
other tax-qualified employer-sponsored retirement plans or conduit individual retirement accounts.
Applieds matching contributions
Participants in the Plan become eligible to receive Applieds matching contributions immediately
upon enrolling in the Plan and electing to make salary deferral contributions to the Plan.
Applied currently matches 100 percent of participant salary deferral contributions up to the first
three percent of eligible pre-tax compensation contributed each payroll period and then 50 percent
of every dollar between four percent and six percent of eligible pre-tax compensation contributed
each payroll period. Applied does not make matching contributions on any catch-up contributions
made by participants. Applied may change the matching contribution rate at any time, subject to the
limits of the Plan and the Code.
Applieds matching contributions (if any) are made in the form of cash.
Participant accounts
Each participants account is credited with the participants contributions, his or her portion of
Applieds matching contributions (if any) and any investment earnings or losses thereon.
Investment direction
The Plan allows participants to direct the investment of their Plan account balances in any of the
investment options available under the Plan.
Effective December 2009, however, participants may invest no more than 20% of their future
contributions in the Stock Fund and may make an exchange into the Stock Fund only to the extent it
does not result in more than 20% of their total Plan account balances being invested in the Stock
Fund (determined at the time of the exchange).
If a participant fails to choose an investment option for the contributions to his or her Plan
account, such funds automatically are invested in the Default Fund until he or she selects a
different investment option available under the Plan. The Default Fund selected for a participant
is determined based on the age of the participant and the estimated year of retirement. In the
case of any future cash dividends that are payable with respect to Shares held in the Stock Fund,
however, if a participant has not made an affirmative election to either have the dividends
reinvested in the Stock Fund or paid directly to him or her in cash before the dividend payment
date, then the dividends automatically are reinvested in the Stock Fund.
11
Participants may change their investment elections under the Plan generally at any time, in
accordance with the procedures established by the 401(k) Committee and Fidelity Trust.
Payment of benefits
Upon a Plan participants termination of employment with Applied and all of its affiliates, the
participant (or his or her beneficiary) may elect to receive a lump-sum cash distribution of his or
her vested account balance. The terminated participant (or beneficiary) may also elect to receive
whole Shares for any portion of his or her vested account balance that is invested in the Stock
Fund.
In accordance with applicable law, a distribution of a Plan participants vested account balance
generally must be made or commenced no later than the April 1 immediately following the calendar
year in which he or she attains age 70.5 or terminates employment with Applied and all of its
affiliates, whichever is later. A participants beneficiary must receive a distribution of the
participants entire vested account balance no later than the December 31 of the year that includes
the fifth anniversary of the date of the participants death.
Notwithstanding the foregoing, if a terminated participants (or beneficiarys) vested account
balance is equal to or less than $1,000, a lump-sum payment of the vested account balance
automatically will be distributed.
In accordance with the Plans rules, a participant may receive an in-service withdrawal from
certain portions of his or her vested account balance upon financial hardship (as defined in the
Plan) or attainment of age 59.5. A participant who receives a financial hardship withdrawal will be
(1) suspended from active participation in the Plan and in Applieds 2005 Executive Deferred
Compensation Plan, if eligible, and (2) prohibited from exercising any option for Shares granted
under an Applied-sponsored plan or participating in Applieds Employees Stock Purchase Plan, for a
period of at least six months following the withdrawal.
Loans to participants
The Plan allows active participants to borrow from their salary deferral and rollover account
balances up to the lesser of the following: (1) $50,000, less their highest outstanding loan
balance during the past 12 months, (2) 100 percent of their salary deferral and rollover accounts,
or (3) 50 percent of their vested account balances (including the vested portion of Applieds
matching contributions). Loans are secured by the participants vested balances, bear interest at
prime plus one percent at the time of the borrowing and generally must be repaid to the Plan from
bi-weekly payroll deductions over the loan term, which normally will be a minimum of one year and a
maximum of five years. Loans are generally payable in full upon a participants termination of
employment from Applied and all of its affiliates, or the occurrence of certain other events.
Specific loan terms and conditions are established by the 401(k) Committee. Outstanding loans at
December 31, 2009 carry interest rates ranging from 4.25 percent to 10.50 percent maturing through
2018.
Vesting
Participants are immediately vested in their salary deferral, catch-up and/or any rollover
contributions, and any related earnings thereon.
Participants who have two years of credited service as defined by the Plan will vest 20 percent
each year in Applieds matching contributions (if any) allocated to their accounts, and will become
fully vested after six years of credited service.
Participants who are employed by Applied or its affiliates become fully vested upon death,
disability (as defined by the Plan) or attainment of normal retirement age under the Plan (age 65).
Affected participants also become fully vested upon any termination of the Plan. As required by the
Code, former employees of certain acquired companies have different vesting schedules according to
the original vesting schedules under their former employers plan. If a participant terminates his
or her employment with Applied and its affiliates prior to becoming fully vested, the unvested
portion of his or her matching contribution account balance generally will be forfeited.
Forfeitures can be used to offset Applieds matching contributions, reinstate any previously
forfeited matching contribution balances, and reinstate any closed account balances under the Plan.
Forfeitures used to offset Applieds matching contributions in 2009 and 2008 were $603,988 and
$991,413, respectively. Forfeitures payable at December 31, 2009 and 2008 was $329,857 and $38,808,
respectively.
12
Note 4 Party-in-interest and related party transactions
As allowed by the Plan, participants may elect to invest their Plan account balances in the Stock
Fund. The Stock Fund invests solely in Shares. Aggregate investment in Shares at December 31, 2009
and 2008 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of shares |
|
Fair value |
2009 |
|
|
23,812,450 |
|
|
$ |
332,296,954 |
|
2008 |
|
|
25,863,570 |
|
|
$ |
262,255,652 |
|
Certain Plan investments are managed by Fidelity Trust, the custodian and trustee of the Plan, or
its affiliates. Any purchases and sales of these funds are performed in the open market. Such
transactions, while considered party-in-interest transactions under ERISA regulations, are
permitted under the provisions of the Plan and are specifically exempt from the prohibition of
party-in-interest transactions under ERISA.
Note 5 Investments
The following table presents the fair values of investments and investment funds that represent
five percent or more of the Plans net assets at December 31:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Applied Materials, Inc. Common Stock Fund |
|
$ |
332,296,954 |
|
|
$ |
262,255,652 |
|
BNY Mellon Stable Value Fund* |
|
|
159,013,165 |
|
|
|
143,171,182 |
|
Fidelity Contrafund |
|
|
111,966,640 |
|
|
|
86,240,969 |
|
Morgan Stanley Institutional Fund, Inc. International Equity Portfolio Class I |
|
|
85,824,640 |
|
|
|
71,171,203 |
|
T. Rowe Price Growth Stock Fund |
|
|
73,772,371 |
|
|
|
51,734,790 |
|
Vanguard Mid-Cap Index Fund Institutional Shares |
|
|
66,586,312 |
|
|
|
45,622,158 |
|
Other funds individually representing less than 5% of net assets (including
participant loans) |
|
|
311,000,099 |
|
|
|
233,457,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held for investment purposes |
|
$ |
1,140,460,181 |
|
|
$ |
893,653,711 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Before January 1, 2009, the BNY Mellon Stable Value Fund was named the Standish Mellon Stable
Value Fund. |
The Stable Value Fund includes synthetic GICs that are benefit-responsive and are carried at fair
value totaling $159 million at December 31, 2009. There are no reserves against these synthetic
GICs for credit risk of the contract issuer. Certain of the synthetic GICs contain limitations on
contract value guarantees for liquidation other than to pay benefits. The average yield earned by
the entire Stable Value Fund was 3.71% and 4.63% for the years ended December 31, 2009 and December
31, 2008, respectively. The average credited interest rate to the participants for the entire
Stable Value Fund was 3.83% and 4.51% for the years ended December 31, 2009 and December 31, 2008,
respectively. The Plans investment guidelines require these contracts to be with companies rated
AA or better, with no more than 40% invested with any one synthetic wrap provider.
The Plans investments, including gains and losses on investments bought, sold and held during the
year, appreciated or depreciated in value as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Mutual funds |
|
$ |
132,294,984 |
|
|
|
($285,532,586 |
) |
Applied Materials, Inc. common stock |
|
|
96,672,832 |
|
|
|
(187,575,264 |
) |
Common/collective trust |
|
|
7,540,257 |
|
|
|
(2,776,430 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total appreciation (depreciation) |
|
$ |
236,508,073 |
|
|
$ |
(475,884,280 |
) |
|
|
|
|
|
|
|
13
Note 6 Non-participant directed investments
As discussed in Note 3, the Plan allows participants (or their beneficiaries) to direct the
investment of their account balances in any of the available investment options under the Plan. If
a participant fails to choose an investment option for the contributions to his or her Plan
account, such funds automatically are invested in the Default Fund until he or she selects a
different investment option available under the Plan. In the case of any future cash dividends that
are payable with respect to Shares held in the Stock Fund, however, if a participant (or
beneficiary) fails to make an affirmative dividend election before the dividend payment date, the
dividends automatically are reinvested in the Stock Fund.
Note 7 Plan termination or modification
Applied currently intends to continue the Plan indefinitely for the benefit of its participants and
their beneficiaries; however, it reserves the right to terminate or modify the Plan at any time and
for any reason, subject to the provisions of ERISA. In the event the Plan is terminated, affected
participants would become fully vested in their accounts.
Note 8 Acquisitions and Transfers
On May 1, 2009, the outstanding account balances remaining under the Metron Technology Corporation
401(k) Retirement Plan (the Metron Plan), a 401(k) plan that had been sponsored by Metron
Technology Corporation and terminated in connection with Applieds acquisition of Metron Technology
N.V. in December 2004, were transferred to this Plan in a plan-to-plan transfer. As a result,
Metron Plan assets of $198,340 were transferred into the Plan at that time.
Note 9 Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
at December 31, 2009 and 2008 to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Net assets available for benefits per the financial statements |
|
$ |
1,138,689,207 |
|
|
$ |
902,372,903 |
|
Adjustment between fair value and contract value related to fully
benefit-responsive investment contracts |
|
|
2,361,741 |
|
|
|
(7,352,033 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
1,141,050,948 |
|
|
$ |
895,020,870 |
|
|
|
|
|
|
|
|
The following is a reconciliation of total investment income per the financial statements for the
year end December 31, 2009 to total income Form 5500:
|
|
|
|
|
|
|
2009 |
|
Total investment income per the financial statements |
|
$ |
255,901,905 |
|
Adjustment between fair value and contract value related
to fully benefit-responsive investment contracts |
|
|
9,713,774 |
|
|
|
|
|
|
|
|
|
|
Total income per Form 5500 |
|
$ |
265,615,679 |
|
|
|
|
|
Note 10 Subsequent Events
Plan participants who were employed by Applied or any of its affiliates on or after January 1, 2010
became 100% vested in their Applied matching contribution account balances.
Effective July 21, 2010, the American Funds EuroPacific Growth Fund - Class
R6 will be added as an investment option under the Plan and the Core Plus Bond Fund, the Fidelity
Equity-Income Fund, and the Fidelity Contrafund will be removed as investment options
under the Plan and replaced with the Pyramis Core Plus Commingled Pool Class G, the
Fidelity Equity-Income Fund Class K, and the Fidelity Contrafund - Class K,
respectively.
The Plan has evaluated subsequent events through June 25, 2010, which is the date the financial
statements were available to be issued.
14
APPLIED MATERIALS, INC. EIN: 94-1655526
EMPLOYEE SAVINGS AND RETIREMENT PLAN (PLAN #333)
SUPPLEMENTAL SCHEDULE
SCHEDULE H, PART IV, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
(c) |
|
|
(e) |
|
|
|
|
|
Identity of issuer, borrower, |
|
Description of investment including maturity date, |
|
|
Current |
|
(a) |
|
|
lessor or similar party |
|
rate of interest, collateral, par or maturity value (1) |
|
|
value |
|
|
* |
|
|
Fidelity Equity-Income Fund |
|
1,357,384 shares |
|
$ |
53,127,994 |
|
|
* |
|
|
Fidelity Contrafund |
|
1,921,185 shares |
|
|
111,966,640 |
|
|
* |
|
|
Spartan U.S. Equity Index Fund Investor Class |
|
964,316 shares |
|
|
38,022,990 |
|
|
|
|
|
Morgan Stanley Institutional Fund, Inc.
International Equity Portfolio Class I |
|
6,591,754 shares |
|
|
85,824,640 |
|
|
|
|
|
T. Rowe Price Growth Stock Fund |
|
2,681,657 shares |
|
|
73,772,371 |
|
|
|
|
|
Vanguard Explorer Fund Admiral Class |
|
125,354 shares |
|
|
6,681,363 |
|
|
|
|
|
Vanguard Mid-Cap Index Fund Institutional Shares |
|
4,060,141 shares |
|
|
66,586,312 |
|
|
|
|
|
Vanguard Small-Cap Index Fund Institutional
Shares |
|
1,499,924 shares |
|
|
41,247,918 |
|
|
|
|
|
Vanguard Target Retirement 2005 Fund |
|
123,213 shares |
|
|
1,352,879 |
|
|
|
|
|
Vanguard Target Retirement 2010 Fund |
|
74,254 shares |
|
|
1,523,693 |
|
|
|
|
|
Vanguard Target Retirement 2015 Fund |
|
480,894 shares |
|
|
5,438,917 |
|
|
|
|
|
Vanguard Target Retirement 2020 Fund |
|
559,841 shares |
|
|
11,174,416 |
|
|
|
|
|
Vanguard Target Retirement 2025 Fund |
|
1,378,756 shares |
|
|
15,607,514 |
|
|
|
|
|
Vanguard Target Retirement 2030 Fund |
|
744,660 shares |
|
|
14,379,385 |
|
|
|
|
|
Vanguard Target Retirement 2035 Fund |
|
908,734 shares |
|
|
10,559,488 |
|
|
|
|
|
Vanguard Target Retirement 2040 Fund |
|
252,379 shares |
|
|
4,807,821 |
|
|
|
|
|
Vanguard Target Retirement 2045 Fund |
|
162,624 shares |
|
|
1,954,738 |
|
|
|
|
|
Vanguard Target Retirement 2050 Fund |
|
16,859 shares |
|
|
322,168 |
|
|
|
|
|
Vanguard Target Retirement Income Fund |
|
12,502 shares |
|
|
132,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mutual Funds |
|
|
544,483,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
Applied Materials, Inc. Common Stock Fund |
|
23,812,450 shares |
|
|
332,296,954 |
|
|
|
|
|
BNY Mellon Stable Value Fund |
|
Various Products |
|
|
159,013,165 |
|
|
* |
|
|
Core Plus Bond Fund |
|
3,571,249 shares |
|
|
48,714,601 |
|
|
|
|
|
Lord Abbett Small Cap Value Account |
|
Various Products |
|
|
42,294,786 |
|
|
* |
|
|
Participant loans |
|
Interest at 4.25% to 10.50%, maturing through 2018 |
|
|
13,657,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,140,460,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Column (d), cost information, is not provided as all investments are participant or
beneficiary directed (including negative elections authorized under the Plans terms). |
|
* |
|
Indicates party-in-interest to the Plan. |
15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the administrative committee
has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
APPLIED MATERIALS, INC.
EMPLOYEE SAVINGS AND RETIREMENT PLAN
|
|
Date: June 25, 2010 |
By |
/s/ Ron Miller
|
|
|
|
|
|
|
|
Ron Miller |
|
|
|
Corporate Vice President, Global Rewards |
|
16
Exhibit Index
|
|
|
Exhibit |
|
|
Number |
|
Description |
23.1
|
|
Consent of Independent Registered Public Accounting Firm |
17