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, 2010
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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2 |
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Financial Statements: |
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3 |
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4 |
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5 |
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15 |
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16 |
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17 |
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Consent of Independent Registered Public Accounting Firm (Exhibit 23.1) |
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19 |
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EX-23.1 |
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,
2010 and 2009, and the related statements 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, 2010 and 2009, and
the changes in net assets available for benefits for the years then ended in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedules of assets (held at end of year) and of delinquent
participant contributions are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are 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 schedules are the
responsibility of the Plans management. The supplemental schedules have 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 24, 2011
2
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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2010 |
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2009 |
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(In thousands) |
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ASSETS |
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Investments, at fair value |
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$ |
1,231,767 |
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$ |
1,126,803 |
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Assets held for investment purposes |
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1,231,767 |
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1,126,803 |
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Receivables: |
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Notes receivable from participants |
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13,520 |
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13,657 |
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Employer contribution receivable |
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1,155 |
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852 |
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Total receivables |
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14,675 |
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14,509 |
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Total assets |
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1,246,442 |
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1,141,312 |
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LIABILITIES |
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Expenses payable |
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(316 |
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(261 |
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Total liabilities |
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(316 |
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(261 |
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Net assets available for benefits, at fair value |
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1,246,126 |
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1,141,051 |
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
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(4,687 |
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(2,362 |
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Net assets available for benefits |
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$ |
1,241,439 |
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$ |
1,138,689 |
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See Accompanying Notes to Financial Statements.
3
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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2010 |
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2009 |
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(In thousands) |
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Additions to net assets attributed to: |
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Investment and other income: |
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Net realized and unrealized appreciation of investments |
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$ |
99,399 |
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$ |
236,508 |
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Dividends and interest |
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19,566 |
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19,394 |
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Total investment and other income |
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118,965 |
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255,902 |
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Contributions: |
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Participant |
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55,072 |
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54,717 |
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Employer |
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24,574 |
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23,442 |
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Total contributions |
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79,646 |
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78,159 |
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Transfers in from outside plans |
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198 |
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Deductions from net assets attributed to withdrawals, distributions and expenses |
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(95,861 |
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(97,943 |
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Net increase in net assets available for benefits |
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102,750 |
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236,316 |
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Net assets available for benefits: |
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Beginning of year |
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1,138,689 |
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902,373 |
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End of year |
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$ |
1,241,439 |
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$ |
1,138,689 |
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See Accompanying Notes to Financial Statements.
4
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 recordkeeping 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 $120 thousand and $491 thousand in 2010 and 2009, 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.
5
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.
The BNY 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 present 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 are 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, 2010 and 2009. 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.
6
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 January 2009, the Standish Mellon Stable Value Fund was renamed the BNY Mellon Stable
Value Fund.
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. In addition, 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 2010, the Spartan U.S. Equity Index Fund was renamed the Spartan 500 Index Fund.
Effective July 2010, the American Funds EuroPacific Growth Fund Class R6 was added as an
investment option, the Core Plus Bond Fund was replaced with the Pyramis Core Plus Commingled Pool
- Class G and the Fidelity Equity Income Fund and the Fidelity Contrafund were replaced with the
Fidelity Equity-Income Fund Class K and the Fidelity Contrafund Class K, respectively, under the
Plan.
Notes receivable from participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued
but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the
Plans terms.
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.
Accounting principles generally accepted in the United States of America require the Plans
management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if
the Plan has taken an uncertain position that more likely than not would not be sustained upon an
examination by the Internal Revenue Service. No uncertain positions have been identified that
would require the recognition of a tax liability (or asset) or disclosure in the financial
statements as of December 31, 2010 and 2009. The Plan is subject to routine audits by applicable
taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The
Plan administrator believes the Plan is no longer subject to income tax examinations for 2006 and
prior years.
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 Plan account balances and the amounts reported in these financial statements.
Recent accounting pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) 2010-06, which expanded the required disclosures about fair value measurements. In
particular, this guidance requires information about purchases, sales, issuances and settlements to
be presented separately in the reconciliation for level 3 fair value measurements. This guidance
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.
7
In September 2010, the FASB issued ASU 2010-25, which provides guidance on how Plan loans to
participants should be classified and measured by defined contribution pension plans. Prior to ASU
2010-25, participant loans were classified as investments and measured at fair value. The
amendments in ASU 2010-25 require that participant loans be classified as notes receivable from
participants, which are segregated from plan investments and measured at their unpaid principal
balance plus any accrued but unpaid interest. The amendments are effective for annual reporting
periods ending after December 15, 2010 and require retrospective application to all periods
presented. The Plan administrator adopted ASU 2010-25 for the year ended December 31, 2010 and has
restated the Plans financial statements for 2009 to reflect the retrospective application. There
was no impact to the Plans net assets available for benefits as of December 31, 2010 and 2009 as a
result of the adoption.
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, 2010
and 2009.
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.
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.
The 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.
8
The 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.
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.
There were no transfers between the three fair value hierarchies during the years ended December
31, 2010 and December 31, 2009.
The following table sets forth by level, within the fair value hierarchy, the Plans assets at
estimated fair value as of December 31, 2010 and 2009:
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Assets at fair value as of December 31, 2010 |
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(In thousands) |
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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 fund |
|
$ |
1,584 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,584 |
|
Growth funds |
|
|
314,778 |
|
|
|
|
|
|
|
|
|
|
|
314,778 |
|
Value funds |
|
|
59,997 |
|
|
|
|
|
|
|
|
|
|
|
59,997 |
|
Blend funds |
|
|
181,484 |
|
|
|
|
|
|
|
|
|
|
|
181,484 |
|
Target date funds |
|
|
98,862 |
|
|
|
|
|
|
|
|
|
|
|
98,862 |
|
|
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Total mutual funds |
|
|
656,705 |
|
|
|
|
|
|
|
|
|
|
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656,705 |
|
|
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Applied common stock |
|
|
301,015 |
|
|
|
|
|
|
|
|
|
|
|
301,015 |
|
Stable value fixed fund |
|
|
|
|
|
|
166,957 |
|
|
|
|
|
|
|
166,957 |
|
Common/collective trust -
bond fund |
|
|
|
|
|
|
54,441 |
|
|
|
|
|
|
|
54,441 |
|
Unitized stock blend fund |
|
|
|
|
|
|
52,649 |
|
|
|
|
|
|
|
52,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at estimated fair value |
|
$ |
957,720 |
|
|
$ |
274,047 |
|
|
$ |
|
|
|
$ |
1,231,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at fair value as of December 31, 2009 |
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income fund |
|
$ |
132 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
132 |
|
Growth funds |
|
|
278,245 |
|
|
|
|
|
|
|
|
|
|
|
278,245 |
|
Value funds |
|
|
53,128 |
|
|
|
|
|
|
|
|
|
|
|
53,128 |
|
Blend funds |
|
|
145,857 |
|
|
|
|
|
|
|
|
|
|
|
145,857 |
|
Target date funds |
|
|
67,121 |
|
|
|
|
|
|
|
|
|
|
|
67,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds |
|
|
544,483 |
|
|
|
|
|
|
|
|
|
|
|
544,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Applied common stock |
|
|
332,297 |
|
|
|
|
|
|
|
|
|
|
|
332,297 |
|
Stable value fixed fund |
|
|
|
|
|
|
159,013 |
|
|
|
|
|
|
|
159,013 |
|
Common/collective trust -
bond fund |
|
|
|
|
|
|
48,715 |
|
|
|
|
|
|
|
48,715 |
|
Unitized stock blend fund |
|
|
|
|
|
|
42,295 |
|
|
|
|
|
|
|
42,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
at estimated fair value |
|
$ |
876,780 |
|
$ |
250,023 |
|
|
$ |
|
|
|
$ |
1,126,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
Note 3 Participation and benefits
Participant contributions
The Plan allows eligible participants to elect to have Applied withhold up to 50% 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% 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% of participant salary deferral contributions up to the first 3% of
eligible pre-tax compensation contributed each payroll period and then 50% of every dollar between
4% and 6% 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. 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.
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 and the Plans terms, a distribution of a Plan participants
vested account balance 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 thousand, a lump-sum payment of the vested account balance
automatically will be distributed.
In accordance with the Plans terms, 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.
Notes receivable from 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 thousand, less their highest outstanding loan
balance during the previous 12 months, (2) 100% of their salary deferral and rollover accounts, or
(3) 50% 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, 2010 carry interest rates ranging from 4.25% to 10.50% maturing through 2018.
Vesting
Participants are 100% vested in their salary deferral, catch-up and/or any rollover contributions
under the Plan, and any related earnings thereon.
Participants who are employed by Applied or any of its affiliates on or after January 1, 2010 are
100% vested in their Applied matching contribution account balances. Participants who terminated
employment with Applied and its affiliates before January 1, 2010 and had two years of credited
service as defined by the Plan became vested 20% each year in Applieds matching contributions (if
any) allocated to their accounts, and became fully vested after six years of credited service.
Former employees of certain acquired companies have different vesting schedules according to the
original vesting schedules under their former employers plan.
Affected participants who are not already fully vested in their Plan account balances will become
fully vested upon any termination of the 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 was 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 2010 and
2009 were $490 thousand and $604 thousand, respectively. Forfeitures in the amount of $220
thousand and $330 thousand have been recorded as a reduction of employer contributions receivable
in the Statements of Net Assets Available for Benefits at December 31, 2010 and 2009, respectively.
11
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, 2010
and 2009 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of shares |
|
|
Fair value |
|
|
|
|
|
|
|
(In thousands) |
|
2010 |
|
|
21,405,058 |
|
|
$ |
301,015 |
|
2009 |
|
|
23,812,450 |
|
|
$ |
332,297 |
|
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:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Applied Materials, Inc. Common Stock Fund |
|
$ |
301,015 |
|
|
$ |
332,297 |
|
BNY Mellon Stable Value Fund |
|
|
166,957 |
|
|
|
159,013 |
|
Fidelity Contrafund |
|
|
|
|
|
|
111,967 |
|
Fidelity Contrafund Class K |
|
|
130,234 |
|
|
|
|
|
T. Rowe Price Growth Stock Fund |
|
|
86,440 |
|
|
|
73,772 |
|
Vanguard Mid-Cap Index Fund Institutional Shares |
|
|
86,274 |
|
|
|
66,586 |
|
Morgan Stanley Institutional Fund, Inc. International Equity Portfolio Class I |
|
|
85,512 |
|
|
|
85,825 |
|
Other funds individually representing less than 5% of net assets |
|
|
375,335 |
|
|
|
297,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,231,767 |
|
|
$ |
1,126,803 |
|
|
|
|
|
|
|
|
The Stable Value Fund includes synthetic GICs that are benefit-responsive and are carried at fair
value totaling $167 million at December 31, 2010. 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 3.21% and 3.71% for the years ended December 31, 2010 and 2009,
respectively. The average crediting interest rate to the participants for the entire Stable Value
Fund was 3.45% and 3.83% as of December 31, 2010 and 2009, respectively. The Plan administrators
investment guidelines require that no more than 40% is invested with
any one synthetic wrap provider. The Plan administrators
investment guidelines also require the underlying investments within
the synthetic GIC s to have an average rating of AA- or better.
12
The Plans investments, including gains and losses on investments bought, sold and held during the
year, appreciated in value as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Mutual funds |
|
$ |
83,774 |
|
|
$ |
122,259 |
|
Unitized stock blend fund |
|
|
11,035 |
|
|
|
10,039 |
|
Applied Materials, Inc. common stock |
|
|
48 |
|
|
|
96,673 |
|
Common/collective trust |
|
|
4,542 |
|
|
|
7,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net appreciation |
|
$ |
99,399 |
|
|
$ |
236,508 |
|
|
|
|
|
|
|
|
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. As noted earlier, in the event the Plan is
terminated affected participants who are not already fully vested in their accounts will become
fully vested.
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 thousand 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, 2010 and 2009 to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Net assets available for benefits per the financial statements |
|
$ |
1,241,439 |
|
|
$ |
1,138,689 |
|
Adjustment between fair value and contract value related to fully
benefit-responsive investment contracts |
|
|
4,687 |
|
|
|
2,362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
1,246,126 |
|
|
$ |
1,141,051 |
|
|
|
|
|
|
|
|
The following is a reconciliation of total investment income per the financial statements for the
year end December 31, 2010 to total income Form 5500:
|
|
|
|
|
|
|
2010 |
|
|
|
(In thousands) |
|
Total investment and other income per the financial statements |
|
$ |
118,965 |
|
Adjustment between fair value and contract value related to fully
benefit-responsive investment contracts |
|
|
2,325 |
|
|
|
|
|
|
|
|
|
|
Total income per Form 5500 |
|
$ |
121,290 |
|
|
|
|
|
13
Note 10 Subsequent events
Effective January 1, 2011, employees who are hired or rehired as eligible employees or are
transferred to eligible employee status will automatically be enrolled in the Plan at a 6% salary
deferral contribution rate, effective as soon as administratively practicable after the end of the
60-day period following the date of their hire/rehire or transfer to eligible employee status,
unless they elect otherwise within that 60-day period in accordance with the Plans procedures.
Any forfeitures under the Plan also may be used to pay for Plan administrative expenses.
Effective April 21, 2011, the Vanguard Explorer Fund Admiral Shares was removed from the Plan as
an investment option and replaced with the Eagle Small Cap Growth Fund Class I.
14
APPLIED MATERIALS, INC. EIN: 94-1655526
EMPLOYEE SAVINGS AND RETIREMENT PLAN (PLAN #333)
SUPPLEMENTAL SCHEDULE
SCHEDULE H, PART IV, LINE 4a SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
YEAR ENDED DECEMBER 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals that constitute nonexempt prohibited transactions |
|
|
|
|
|
|
Participant |
|
|
|
|
|
|
|
|
|
|
Contributions |
|
|
Total fully |
|
|
|
contributions |
|
|
|
|
|
|
Contributions |
|
|
pending |
|
|
corrected under |
|
|
|
transferred late |
|
|
Contributions |
|
|
corrected |
|
|
correction |
|
|
VFCP and PTE |
|
|
|
to Plan |
|
|
not corrected |
|
|
outside VFCP |
|
|
in VFCP |
|
|
2002-51 |
|
|
|
(In thousands) |
|
(In thousands) |
|
* |
|
$ |
10 |
|
|
|
|
|
|
$ |
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Delinquent participant loan repayments included |
15
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, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
|
|
|
|
(b) |
|
Description of investment including maturity date, |
|
(e) |
|
|
|
Identity of issuer, borrower, |
|
rate of interest, collateral, par or maturity value |
|
Current |
|
(a) |
|
lessor or similar party |
|
(1) |
|
value |
|
|
|
|
|
|
|
(In thousands) |
|
* |
|
Fidelity Equity-Income Fund Class K |
|
1,356,168 shares |
|
$ |
59,997 |
|
* |
|
Fidelity Contrafund Class K |
|
1,923,699 shares |
|
|
130,234 |
|
* |
|
Spartan 500 Index Fund |
|
914,112 shares |
|
|
40,660 |
|
|
|
Morgan Stanley Institutional Fund, Inc. International Equity Portfolio Class I |
|
6,283,043 shares |
|
|
85,512 |
|
|
|
T. Rowe Price Growth Stock Fund |
|
2,688,640 shares |
|
|
86,440 |
|
|
|
American Funds EuroPacific Growth Fund Class R6 |
|
84,212 shares |
|
|
3,484 |
|
|
|
Vanguard Explorer Fund Admiral Shares |
|
134,252 shares |
|
|
9,106 |
|
|
|
Vanguard Mid-Cap Index Fund Institutional Shares |
|
4,237,424 shares |
|
|
86,274 |
|
|
|
Vanguard Small-Cap Index Fund Institutional Shares |
|
1,568,900 shares |
|
|
54,551 |
|
|
|
Vanguard Target Retirement 2005 Fund |
|
126,702 shares |
|
|
1,486 |
|
|
|
Vanguard Target Retirement 2010 Fund |
|
123,794 shares |
|
|
2,762 |
|
|
|
Vanguard Target Retirement 2015 Fund |
|
619,492 shares |
|
|
7,694 |
|
|
|
Vanguard Target Retirement 2020 Fund |
|
626,206 shares |
|
|
13,839 |
|
|
|
Vanguard Target Retirement 2025 Fund |
|
1,742,938 shares |
|
|
21,996 |
|
|
|
Vanguard Target Retirement 2030 Fund |
|
1,015,057 shares |
|
|
22,007 |
|
|
|
Vanguard Target Retirement 2035 Fund |
|
1,238,189 shares |
|
|
16,208 |
|
|
|
Vanguard Target Retirement 2040 Fund |
|
386,620 shares |
|
|
8,313 |
|
|
|
Vanguard Target Retirement 2045 Fund |
|
260,086 shares |
|
|
3,511 |
|
|
|
Vanguard Target Retirement 2050 Fund |
|
48,932 shares |
|
|
1,047 |
|
|
|
Vanguard Target Retirement Income Fund |
|
140,425 shares |
|
|
1,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mutual Funds |
|
|
656,705 |
|
|
|
|
|
|
|
|
|
|
* |
|
Applied Materials, Inc. Common Stock Fund |
|
21,405,058 shares |
|
|
301,015 |
|
|
|
BNY Mellon Stable Value Fund |
|
Various Products |
|
|
166,957 |
|
* |
|
Pyramis Core Plus Commingled Pool Class G |
|
3,678,439 shares |
|
|
54,441 |
|
|
|
Lord Abbett Small Cap Value Account |
|
Various Products |
|
|
52,649 |
|
* |
|
Participant loans |
|
Interest at 4.25% to 10.50%, maturing through 2018 |
|
|
13,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,245,287 |
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
16
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 24, 2011 |
By |
/s/ Ron Miller
|
|
|
|
|
|
|
|
Ron Miller |
|
|
|
Corporate Vice President, Global Rewards |
|
17
Exhibit Index
|
|
|
Exhibit |
|
|
Number |
|
Description |
23.1
|
|
Consent of Independent Registered Public Accounting Firm |
18