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, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
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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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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13 |
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14 |
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Consent of Independent Registered Public Accounting Firm (Exhibit 23.1) |
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16 |
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EXHIBIT 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:
We have audited the financial statements of the Applied Materials, Inc. Employee Savings and
Retirement Plan (the Plan) as of December 31, 2006 and 2005, and for the years then ended and the
supplemental schedule of assets (held at end of year) as of December 31, 2006, as listed in the
accompanying table of contents. These financial statements and supplemental schedule are the
responsibility of the Plans administrator. Our responsibility is to express an opinion on these
financial statements and supplemental schedule 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 that 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. Our 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 the Plans
administrator, 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, 2006 and 2005, 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) as of December 31, 2006
is presented for the purpose of additional analysis and is not a required part of the basic
financial statements but, rather, 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
administrator. The supplemental schedule has been subjected to the auditing procedures applied in
the audit 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.
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/s/ ARMANINO McKENNA LLP
ARMANINO McKENNA LLP
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San Ramon, California |
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June 26, 2007 |
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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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2005 |
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2006 |
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ASSETS |
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Cash |
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$ |
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$ |
984,471 |
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Investments, at fair value |
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1,198,654,759 |
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1,290,676,309 |
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Participant loans |
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11,856,611 |
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11,979,977 |
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Assets held for investment purposes |
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1,210,511,370 |
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1,303,640,757 |
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Employer contribution receivable |
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1,218,011 |
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1,375,499 |
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Total assets |
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1,211,729,381 |
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1,305,016,256 |
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LIABILITIES |
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Expenses payable |
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(96,482 |
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Forfeitures payable |
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(711,545 |
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(275,980 |
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Total liabilities |
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(711,545 |
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(372,462 |
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Net assets available for benefits, at fair value |
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1,211,017,836 |
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1,304,643,794 |
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
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(165,221 |
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Net assets available for benefits |
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$ |
1,211,017,836 |
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$ |
1,304,478,573 |
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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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2005 |
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2006 |
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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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$ |
22,587,674 |
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$ |
54,578,459 |
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Net realized and unrealized appreciation in fair value of investments |
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51,369,404 |
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53,487,610 |
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Total investment income |
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73,957,078 |
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108,066,069 |
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Contributions: |
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Participant |
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60,115,589 |
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64,551,284 |
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Employer |
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24,522,738 |
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26,193,519 |
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Total contributions |
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84,638,327 |
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90,744,803 |
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Transfers in
from outside plans |
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1,328,804 |
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Deductions from net assets attributed to withdrawals and distributions |
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(87,738,909 |
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(106,678,939 |
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Net increase in net assets available for benefits |
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70,856,496 |
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93,460,737 |
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Net assets available for benefits: |
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Beginning of year |
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1,140,161,340 |
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1,211,017,836 |
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End of year |
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$ |
1,211,017,836 |
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$ |
1,304,478,573 |
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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 comply with the
applicable requirements of the Internal Revenue Code of 1986, as amended (the Code) and 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. Effective December 13, 2005, the Plan was amended to provide that (1) the 401(k) Committee
will consist of (a) Applied employees who hold certain titles or positions specified in the Plan
(Specified Positions) and (b) two additional employees who are appointed by Applieds Appointed
Vice President, Compensation and Benefits (the VP, Compensation and Benefits), and represent
operations/lines functions; and (2) the VP, Compensation and Benefits may appoint to 401(k)
Committee membership one additional Applied employee. Effective December 13, 2006, the Plan was
amended to provide that if any 401(k) Committee member who holds a Specified Position (the Prior
Position) is promoted to a higher title or position within his or her same department or unit (the
Successor Position), the Successor Position will replace the Prior Position as a Specified Position
under the Plan, except as otherwise determined by the VP, Compensation and Benefits. In no event,
however, may any member of the 401(k) Committee be an individual who reports directly to Applieds
Chief Executive Officer (the CEO). Prior to December 13, 2005, the CEO appointed the members of the
401(k) Committee. 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 Applied Materials, Inc. Common Stock Fund under the Plan (the Stock Fund) are
paid by Plan participants who transact in the Stock Fund. Total administrative expenses paid
directly from Plan assets amounted to $249,829 and $318,999 in 2005 and 2006, 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.
6
Plan year
The Plan year is the twelve-consecutive month period beginning each January 1 and ending December
31.
Investments
Investments of the Plan are held 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 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. 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, breach of material obligations under the contract and misrepresentation of the
contract holder, or failure of the underlying portfolio to conform to the preestablished investment
guidelines.
The Stable Value Fund held fixed maturity, variable and constant duration synthetic GICs at
December 31, 2006. 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 September 2006, the following funds were removed as investment options under the Plan:
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Fidelity Retirement Government Money Market Portfolio (Money Market Fund) |
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Fidelity Intermediate Bond Fund |
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Dreyfus Small-Cap Stock Index Fund |
Effective September 2006, the following funds were added as investment options under the Plan:
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Core Plus Bond Fund |
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Standish Mellon Stable Value Fund |
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Vanguard Small-Cap Index Fund |
Effective September 2006, the share class for the Morgan Stanley Institutional Fund, Inc.
International Equity Portfolio changed from Class B to Class A.
Effective March 2006, the Plan was amended to provide that any cash dividends paid on shares of
Applieds Common Stock (Shares) held in the Stock Fund automatically will be allocated to the
applicable participants (or beneficiaries) accounts and invested according to their respective
investment elections for future allocations to their accounts, unless the applicable participant
(or beneficiary) elects to reinvest such dividends in the Stock Fund. However, if a participant (or
beneficiary) fails to make any such investment direction, such cash dividends automatically will be
invested in the Plans default investment fund (the Default Fund). Effective September 2006, the
Default Fund is the Stable Value Fund. Effective before September 2006, the Default Fund was the
Money Market Fund.
Effective May 2005 through March 2006, the Plan provided that any cash dividends paid on Shares
held in the Stock Fund automatically would be invested in the Money Market Fund. Prior to May 2005,
the Plan provided that any dividends paid on Shares held in the Stock Fund would automatically be
reinvested in the Stock Fund.
Effective December 13, 2005, the Plan was amended to provide that the Stock Fund is required to be
one of the investment options available under the Plan. Before December 13, 2005, the Stock Fund
was included as one of the Plans investment options at the discretion of the 401(k) Committee.
Effective October 2005, the share class for the Vanguard Mid-Cap Index Fund changed from Investor
Class to Institutional Class.
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 (IRS) favorable determination letter dated November 4, 2002 to
bring it into compliance with applicable law and to make other desired changes. The Plans
administrator 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.
8
Risks and uncertainties
The Plan provides participants with investment options consisting of Applieds common stock,
various mutual funds, a common/collective trust and separate account offered by the Plan. These
mutual funds, common/collective trust, and separate account invest in stocks, bonds and other
investment securities. Applieds common stock 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.
Note 2 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. Participant salary deferral and/or catch-up contributions are invested in
various investment funds available under the Plan in whole-percent increments according to the
participants directions.
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.
Such contributions are invested in various investment funds available under the Plan in accordance
with the participants directions and the Plans provisions.
If participants fail to direct the manner in which their salary deferral, catch-up, and/or rollover
contributions are to be invested, such funds automatically are invested in the Default Fund.
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.
The Plan allows participants to direct the investment of any matching contribution account balances
in any of the available investment funds under the Plan. If participants fail to direct the manner
in which their future matching contributions are to be invested, such funds automatically are
invested in the Default Fund.
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.
Payment of benefits
Upon a Plan participants termination of employment with Applied and all of its affiliates, the
participant (or his or her beneficiary) generally may elect to leave his or her account balance in
the Plan or receive a lump-sum cash distribution of his or her vested account balance. The
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. Effective March 28, 2005, the Plan was
amended to provide for the automatic lump-sum distribution, upon participant termination of
employment, of vested account balances that do not exceed $1,000. Prior to March 28, 2005, the Plan
provided for the automatic lump-sum distribution, upon participant termination of employment, of
vested account balances (excluding rollover accounts) that did not exceed $5,000.
9
A Plan participant, however, must receive a distribution of his or her entire vested account
balance no later than the April 1 immediately following the later of the calendar year in which he
or she attains age 70.5 or the calendar year in which he or she terminates employment with Applied
and all of its affiliates (the required beginning date).
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, and (2) prohibited from exercising any option for Shares granted under an
Applied-sponsored plan or participating in Applieds Employee Stock Purchase Plan, for a period of
six months following the withdrawal.
Effective January 1, 2006, the Plan was amended to provide that participants who have not received
distributions of their entire vested account balances before the calendar year that immediately
precedes the calendar year containing their required beginning dates under the Plan must receive or
begin to receive distributions of their vested account balances no later than their required
beginning dates in the form of single lump-sum payments or in annual cash installments that equal
the minimum amounts required to be distributed under the Code.
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 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,
2006 carry interest rates ranging from 4.75 percent to 11.0 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 usual retirement age (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 account generally will be forfeited. Forfeitures can be used to offset
Applieds matching contributions, reinstate any previously forfeited matching account balances, and
reinstate any closed account balances under the Plan. Forfeitures used to offset Applieds matching
contributions in 2005 and 2006 were $1,743,109 and $1,718,006, respectively.
Note 3 Party-in-interest and related party transactions
As allowed by the Plan, participants may elect to invest their Plan account balances in the Stock
Fund. The Stock Fund invests solely in Applieds common stock. Aggregate investment in Applieds
common stock at December 31, 2005 and 2006 was as follows:
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Number of shares |
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Fair value |
2005 |
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33,030,472 |
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$ |
592,856,324 |
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2006 |
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28,709,431 |
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$ |
530,681,331 |
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10
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 4 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:
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2005 |
|
|
2006 |
|
Fidelity Retirement Government Money Market Portfolio |
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$ |
93,626,080 |
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$ |
|
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Fidelity Equity-Income Fund |
|
|
|
|
|
|
73,731,129 |
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Fidelity Contrafund |
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|
79,123,771 |
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101,011,526 |
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T. Rowe Price Growth Stock Fund |
|
|
74,148,145 |
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|
82,745,962 |
|
Morgan Stanley Institutional Fund, Inc. International
Equity Portfolio (Class B before September 2006; Class A
effective September 2006) |
|
|
63,333,120 |
|
|
|
90,103,005 |
|
Vanguard Mid-Cap Index Fund Institutional Class |
|
|
61,476,125 |
|
|
|
76,291,003 |
|
Standish Mellon Stable Value Fund |
|
|
|
|
|
|
103,923,164 |
|
Other funds individually representing less than 5% of net
assets (including participant loans) |
|
|
245,947,805 |
|
|
|
245,153,637 |
|
Applied Materials, Inc. Common Stock Fund |
|
|
592,856,324 |
|
|
|
530,681,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held for investment purposes |
|
$ |
1,210,511,370 |
|
|
$ |
1,303,640,757 |
|
|
|
|
|
|
|
|
The Stable Value Fund includes synthetic investment contracts that are benefit-responsive and are
carried at fair value totaling
$92 million at December 31, 2006. 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 5.14% at December 31, 2006. The average credited interest rate to the
participants for the entire Stable Value Fund was 4.97% at December 31, 2006. 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 in value as follows for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Mutual funds |
|
$ |
20,933,168 |
|
|
$ |
35,428,783 |
|
Common/collective trust |
|
|
|
|
|
|
767,069 |
|
Applied Materials, Inc. common stock |
|
|
30,436,236 |
|
|
|
17,291,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total appreciation |
|
$ |
51,369,404 |
|
|
$ |
53,487,610 |
|
|
|
|
|
|
|
|
Note 5 Non-participant directed investments
As discussed in Note 2, the Plan allows participants (or their beneficiaries) to direct the
investment of their account balances in any of the available investment funds under the Plan. If
participants fail to direct the manner in which their salary deferral, catch-up, and/or rollover or
any future matching contributions are to be invested, such funds automatically are invested in the
Default Fund. Effective March 2006, the Plan was amended to provide that any cash dividends paid on
Shares held in the Stock Fund automatically will be invested according to the applicable
participants (or beneficiaries) investment elections for future allocations to their accounts,
unless the participant (or beneficiary) elects to reinvest such dividends in the Stock Fund.
However, if a participant (or beneficiary) fails to make any such investment election, such
dividends will be invested in the Default Fund. Effective May 2005 through March 2006, the Plan
provided that any cash dividends paid on Shares held in the Stock Fund automatically would be
invested in the Money Market Fund. Prior to May 2005, the Plan provided that any dividends paid on
Shares held in the Stock Fund would automatically be reinvested in the Stock Fund.
11
Note 6 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 7 Acquisitions and Transfers
In December 2005, Applied acquired ChemTrace Corporation and ChemTrace Precision Cleaning, Inc.
(together, ChemTrace), and eligible employees of ChemTrace began to contribute to the Plan in
February 2006. In connection with the acquisition, the 401(k) plan sponsored by ChemTrace (the
ChemTrace Plan) was merged into the Plan effective July 2006. As a result, ChemTrace Plan assets of
$1,282,035 were transferred into the Plan at that time.
The outstanding account balances remaining under the Etec Savings and Retirement Plan (the Etec
Plan), a 401(k) plan that had been sponsored by Etec Systems, Inc. (Etec) and terminated in
connection with Applieds acquisition of Etec in March 2000, were transferred to the Plan in a
plan-to-plan transfer effective April 2006. As a result, Etec Plan assets of $46,769 were
transferred into the Plan at that time.
In July 2006, Applied acquired Applied Films Corporation (AFCO) and eligible employees of AFCO
began to contribute to the Plan in August 2006.
Note 8 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, 2006 to Form 5500:
|
|
|
|
|
|
|
2006 |
|
Net assets available for benefits per the financial statements |
|
$ |
1,304,478,573 |
|
Adjustment between fair value and contract value related to fully
benefit-responsive investment contracts |
|
|
165,221 |
|
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
1,304,643,794 |
|
|
|
|
|
The following is a reconciliation of total investment income per the financial statements for the
year end December 31, 2006 to total income Form 5500:
|
|
|
|
|
|
|
2006 |
|
Total investment income per the financial statements |
|
$ |
108,066,069 |
|
Adjustment between fair value and contract value related
to fully benefit-responsive investment contracts |
|
|
165,221 |
|
|
|
|
|
Total income per Form 5500 |
|
$ |
108,231,290 |
|
|
|
|
|
Note 9 Subsequent events
In connection with the AFCO acquisition, the two 401(k) plans sponsored by AFCO (together, the AFCO
Plan) were merged in the Plan effective April 2007. As a result, AFCO Plan assets of $8,784,770
were transferred into the Plan at that time.
In June 2007, the Stock Fund was converted into a non-leveraged employee stock ownership plan
within the meaning of Code section 4975(e)(7) (ESOP). The ESOP, among other things, gives
applicable participants (or their beneficiaries) the option of having any future cash dividends
that are paid with respect to Shares held in the ESOP either (1) reinvested in the ESOP, or (2)
distributed directly to them in cash no later than ninety days after the plan year for which the
dividends are paid. If a participant (or beneficiary) fails to make such dividend election before
any dividend payment date, the dividend automatically will be reinvested in the ESOP. The
conversion of the Stock Fund into an ESOP will permit Applied to deduct for federal income tax
purposes any future cash dividends that are paid with respect to the Shares held in the ESOP.
In January 2007, Applied submitted the Plan, as amended, to the IRS for a new favorable
determination letter, which is expected to be received in due course.
12
|
|
|
APPLIED MATERIALS, INC.
|
|
EIN: 94-1655526 |
EMPLOYEE SAVINGS AND RETIREMENT PLAN
|
|
PLAN #333 |
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2006
|
|
|
|
|
|
|
|
|
|
|
(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 |
|
1,259,285 shares |
|
$ |
73,731,129 |
|
* |
|
Fidelity Contrafund |
|
1,549,257 shares |
|
|
101,011,526 |
|
|
|
Lord Abbett Small Cap Value Fund-Class Y |
|
1,480,733 shares |
|
|
46,021,196 |
|
* |
|
Spartan U.S. Equity Index Fund |
|
902,913 shares |
|
|
45,308,178 |
|
|
|
Morgan Stanley Institutional Fund, Inc.
International Equity Portfolio Class A |
|
4,378,183 shares |
|
|
90,103,005 |
|
|
|
T. Rowe Price Growth Stock Fund |
|
2,616,060 shares |
|
|
82,745,962 |
|
|
|
T. Rowe Price Personal Strategy Income Fund |
|
398,422 shares |
|
|
6,311,011 |
|
|
|
T. Rowe Price Personal Strategy Balanced Fund |
|
1,238,591 shares |
|
|
24,846,140 |
|
|
|
T. Rowe Price Personal Strategy Growth Fund |
|
515,901 shares |
|
|
13,083,239 |
|
|
|
Vanguard Explorer Fund Admiral Class |
|
81,084 shares |
|
|
5,638,615 |
|
|
|
Vanguard Mid-Cap Index Fund Institutional Class |
|
3,847,252 shares |
|
|
76,291,003 |
|
* |
|
Core Plus Bond Fund |
|
3,286,305 shares |
|
|
37,863,856 |
|
|
|
Standish Mellon Stable Value Fund |
|
Various Products |
|
|
103,923,164 |
|
|
|
Vanguard Small-Cap Index Fund |
|
1,657,011 shares |
|
|
54,101,425 |
|
* |
|
Applied Materials, Inc. Common Stock Fund |
|
28,709,431 shares |
|
|
530,681,331 |
|
* |
|
Participant loans |
|
Interest at 4.75% to 11.0%, maturing through 2018 |
|
|
11,979,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
$ |
1,303,640,757 |
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
13
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 26, 2007 |
By |
/s/ ROBERT G. HARTLEY
|
|
|
|
Robert G. Hartley |
|
|
|
Vice President, Global Compensation and Benefits |
|
14
Exhibit Index
|
|
|
Exhibit |
|
|
Number |
|
Description |
23.1
|
|
Consent of Independent Registered Public Accounting Firm |
15