UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 11-K

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

          For the fiscal year ended June 30, 2007

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

          For the transition period from __________ to ___________

Commission file number:

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

 

KLA-Tencor 401(k) Plan


 

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

KLA-Tencor Corporation
One Technology Dr
Milpitas, CA 95035




SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the KLA-Tencor 401(k) Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

  KLA-TENCOR 401(k) PLAN
   
(Name of plan)
   
Date: December 21, 2007 By:   /s/ Jeffrey L. Hall
Title:  (Signature)
Chief Financial Officer
  KLA-TENCOR CORPORATION ON BEHALF OF
THE PLAN ADMINISTRATOR OF THE KLA-
TENCOR 401(k) PLAN


 

 

 

 

 

 

KLA-Tencor 401(k) Plan
Financial Statements
June 30, 2007 and 2006

 

 

 

 

 

 

 

 


KLA-TENCOR 401(k) PLAN

Financial Statements and Supplemental Schedule
June 30, 2007 and 2006

Table of Contents   
 
  Page
Report of Independent Registered Public Accounting Firm  1
 
Financial Statements:   
 
Statements of Net Assets Available for Benefits  2
Statements of Changes in Net Assets Available for Benefits  3
Notes to Financial Statements  4
 
Supplemental Schedule as of June 30, 2007  10
 
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)   


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and
Plan Administrator of the
KLA-Tencor 401(k) Plan

We have audited the financial statements of KLA-Tencor 401(k) Plan (the Plan) as of June 30, 2007 and 2006, and for the years then ended, as listed in the accompanying table of contents. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration 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 Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan’s 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 June 30, 2007 and 2006, 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, as listed in the accompanying table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 

/s/ Mohler, Nixon & Williams

MOHLER, NIXON & WILLIAMS
Accountancy Corporation

Campbell, California
December 20, 2007


KLA-TENCOR 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


  June 30,
  2007       2006
Assets:         
     Investments, at fair value  $ 568,747,688  $ 471,309,767
     Participant loans    5,919,978    6,211,448
 
          Assets held for investment purposes    574,667,666    477,521,215
 
     Non-interest bearing cash    76,973    71,052
     Participants' contributions receivable    459,765    437,396
     Employer contribution receivable    216,122     
     Other receivable    28,918    54,007
 
Net assets available for benefits  $ 575,449,444    $ 478,083,670

See notes to financial statements.

2


KLA-TENCOR 401(k) PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


Years ended
June 30,
2007       2006
Additions to net assets attributed to:
     Investment income:
          Dividends and interest $ 26,984,415   $ 18,431,646
          Net realized and unrealized appreciation
               in fair value of investments   65,434,300   33,013,288
 
  92,418,715   51,444,934
 
     Contributions:
          Participants' 36,521,109 32,881,092
          Employer's   9,661,806   3,278,698
 
  46,182,915   36,159,790
 
               Total additions   138,601,630   87,604,724
 
Deductions from net assets attributed to:
     Withdrawals and distributions 41,178,972 26,601,172
     Administrative expenses   56,884   19,601
 
               Total deductions   41,235,856   26,620,773
 
          Net increase in net assets 97,365,774   60,983,951
 
Net assets available for benefits:
     Beginning of year   478,083,670   417,099,719
 
     End of year $ 575,449,444 $ 478,083,670

See notes to financial statements.

3


KLA-TENCOR 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006

NOTE 1 - THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES

General - The following description of the KLA-Tencor 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document and the Summary Plan Description for the Plan for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan that was established in 1982 by KLA-Tencor Corporation (the Company) to provide benefits to eligible employees, as defined in the Plan document. The Plan is currently designed to be qualified under the applicable requirements of the Internal Revenue Code of 1986 (the Code), as amended, and the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

Administration - The Company is the Administrator of the Plan. The Company has appointed a Plan Committee (the Committee) to manage the day-to-day operation and administration of the Plan. The Company has contracted with Fidelity Management Trust Company (Fidelity) to act as the Plan’s custodian and trustee. Expenses incurred for administering the Plan are paid by the Plan, unless the Company elects to pay such expenses.

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 disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Basis of accounting - The financial statements of the Plan are prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

As described in Financial Accounting Standards Board Staff Position, FSP ASG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), effective for the Plan year ending after December 15, 2006, applied retroactively for all periods presented, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attributable for that portion for the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Company has considered the impact of this standard on these financial statements to be immaterial.

4


Investments - - Investments of the Plan are held by Fidelity and invested based solely upon instructions received from participants.

The Plan’s investments in mutual funds, common stock and a common/collective trust are valued at fair value as of the last day of the Plan year, as measured by quoted market prices or as reported by Fidelity. Participant loans are valued at cost, which approximates fair value.

Effective September 28, 2006, participants were prohibited from purchasing any Company common stock under the Plan until further notice. Participants were allowed to continue to sell their shares held in Company common stock under the Plan. Effective February 1, 2007, the restriction on purchasing common stock was lifted.

Income taxes - - The Plan is intended to be a qualified plan under Section 401(a) of the Code and related state statutes, and the trust, which is a part of the Plan, is intended to be exempt from tax under Section 501(a) of the Code. The Plan has been amended since receiving a favorable determination letter dated January 15, 2004.

Risks and uncertainties - The Plan provides for various investment options in any combination of investment securities, including Company common stock (currently capped at 25% of a participant’s account, see Note 2 below), offered by the Plan. Investment securities are exposed to various risks, such as interest rates, market fluctuations and credit risks. Due to the risk associated with certain investment securities, it is at least reasonably possible that changes in market values, interest rates or other factors in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

NOTE 2 - RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS

Certain Plan investments in Company common stock, a common/collective trust and mutual funds are managed by Fidelity. Purchases and sales of these funds are performed in the open market at fair value and qualify as party-in-interest transactions under ERISA regulations. These transactions are permitted under the provisions of the Plan and are specifically exempt from the prohibition of party-in-interest transactions under ERISA.

The Plan permits participants to direct their investments to the common stock of the Company. The investment in Company common stock is limited to 25% of a participant’s account. Aggregate investment in Company stock was as follows at June 30:

         2007      2006
Number of shares    344,700      486,529   
Fair value  $18,941,277    $20,225,015   

5


NOTE 3 - PARTICIPATION AND BENEFITS

Participant contributions - Participants may elect to have the Company contribute up to 25% of their eligible pre-tax compensation to the Plan. In addition, eligible participants can make catchup contributions, up to the maximum allowed under current tax regulations, and may elect to defer up to 100% of their profit sharing compensation into the Plan. Participants who elect to have the Company contribute a portion of their eligible compensation to the Plan agree to accept an equivalent reduction in taxable compensation. Contributions withheld are invested in accordance with the participant’s direction.

Participants are also allowed to make rollover contributions of amounts received from other tax-qualified employer-sponsored retirement plans. Such contributions are deposited in the appropriate investment funds in accordance with the participant’s direction and the Plan’s provisions.

Employer contributions - The Company is allowed to make discretionary matching contributions as defined in the Plan and as approved by the Board of Directors. In 2007 and 2006, the Company contributed an amount equal to 50% of each eligible participant’s contribution, not to exceed $3,000 and $1,000 per participant per Plan year, respectively.

The Plan allowed for a discretionary profit sharing contribution each calendar quarter as determined by the Board of Directors. The Company did not make any discretionary profit sharing contributions during the year ended June 30, 2006. This provision was eliminated effective July 1, 2006.

Vesting - - Participants are immediately vested in their contributions and the Company’s discretionary matching and discretionary profit sharing contributions, at all times.

Participant accounts - Each participant’s account is credited with the participant’s contribution, Plan earnings or losses and an allocation of the Company’s contributions, if any. Allocation of the Company’s discretionary matching and profit sharing contributions are based on eligible participant contributions or eligible compensation, as defined in the Plan.

Payment of benefits - Upon termination, the participants or beneficiaries may elect to leave their account balance in the Plan, or receive their total benefits in a lump sum amount. Upon termination of employment, the Plan provides for automatic lump sum distribution of account balances of $1,000 or less. Effective July 1, 2006, the Plan’s option to automatically distribute account balances greater than $1,000 but not greater than $5,000 as a rollover to an IRA was eliminated.

6


Loans to participants - Participants may borrow not less than $1,000 and up to the lesser of $50,000 or 50% of their account balance. The loans are secured by the participant’s balance, bear interest at the available market financing rates and must be repaid within a five-year period, unless the loan is used for the purchase of a principal residence in which case the maximum repayment period is 15 years. The specific terms and conditions of such loans are established by the Committee. Outstanding loans at June 30, 2007 carry interest rates ranging from 6% to 11.5% ..

NOTE 4 - INVESTMENTS

The following table includes the fair values of investments and investment funds that represent 5% or more of the Plan’s net assets at June 30:

     2007      2006
Washington Mutual Investors Fund A   $ 69,186,458   $ 57,808,714
PIMCO Total Return Fund I 27,945,266 24,500,120
Growth Fund of America A 87,893,440 77,865,272
New Perspective Fund A 43,183,792 34,849,741
American Funds Income Fund of America 38,641,098 34,786,017
Fidelity Diversified International Fund 69,967,363 52,575,389
Fidelity Mid Cap Stock Fund 49,837,440 41,371,826
Fidelity Managed Income II Portfolio 41,611,523 36,656,745
Fidelity Spartan U.S. Equity Index Fund 35,631,579 30,386,273
Other funds individually less than 5% of net assets   110,769,707   86,721,118
 
      Assets held for investment purposes $ 574,667,666 $ 477,521,215

The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows for the years ended June 30:

     2007      2006
Mutual funds   $ 59,453,031   $ 33,365,999  
Common stock   5,981,269   (352,711 )
 
$ 65,434,300 $ 33,013,288  

7


NOTE 5 - DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

  June 30,
  2007         2006
Net assets available for benefits per the     
       financial statements  $ 575,449,444   $ 478,083,670  
Less:       
   Participants’ contributions receivable       
       per the financial statements  (459,765 )  (437,396 )
   Employer contribution receivable       
       per the financial statements  (216,122 )   
   Adjustment to fair value     
       relating to SOP 94-4-1    (619,836 )       
   
Net assets available for benefits per the Form 5500  $ 574,153,721   $ 477,646,274  

The following reconciles various differences between the changes in net assets available for benefits per the financial statements to the Form 5500:

  Years ended
  June 30,
  2007         2006
Participants’ contributions per the financial statements  $  36,521,109   $  32,881,092  
Prior year participants’ contribution receivable    437,396     1,473,032  
Current year participants’ contributions receivable    (459,765 )   (437,396 )
  
Contributions per the Form 5500  $  36,498,740     $  33,916,728  
 
Employer’s contributions per the financial statements  $  9,661,806   $  3,278,698  
Prior year employer’s contributions receivable        22,246  
Current year employer’s contributions receivable    (216,122 )       
 
Employer’s contributions per the Form 5500  $  9,445,684   $  3,300,944  
 
Investment income per the financial statements  $  92,418,715      
Adjustment to fair value relating to SOP 94-4-1    (619,836 )     
 
Investment income per the Form 5500  $  91,798,879      

8


NOTE 6 - PLAN TERMINATION OR MODIFICATION

The Company intends to continue the Plan indefinitely for the benefit of its participants; however, it reserves the right to terminate or modify the Plan at any time and for any reason, subject to the provisions of ERISA.

NOTE 7 - SUBSEQUENT EVENT

It is the Company’s intention to eliminate the Company common stock as an investment option effective during the 2008 Plan year.

9


 

 

SUPPLEMENTAL SCHEDULE

 

 

 

 

 

 

10



KLA-TENCOR 401(k) PLAN  EIN: 04-2564110 
  PLAN #001 

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) JUNE 30, 2007
 
  Identity of issue, borrower, Description of investment including maturity date, Current
         lessor or similar party      rate of interest, collateral, par or maturity value      value
     Fidelity Management Trust Company:       
      Washington Mutual Investors Fund A     Mutual Fund     $ 69,186,458 
      PIMCO Total Return Fund I     Mutual Fund  27,945,266 
      Growth Fund of America A     Mutual Fund  87,893,440 
      New Perspective Fund A     Mutual Fund  43,183,792 
      Columbia International Value Fund A     Mutual Fund  19,891,489 
      American Funds Income Fund of America     Mutual Fund  38,641,098 
      Artisan Small Cap Value Fund     Mutual Fund  11,900,050 
      Mgrs Fremont Institutional Micro Cap Fund   Mutual Fund  18,364,436 
      Rainier Sm/Mid Cap Fund     Mutual Fund  4,150,911 
      Artisan Mid Cap Value Fund     Mutual Fund  6,007,204 
*     Fidelity Diversified International Fund     Mutual Fund  69,967,363 
*     Fidelity Mid Cap Stock Fund     Mutual Fund  49,837,440 
*     Fidelity Managed Income II Portfolio     Common/Collective Trust  40,991,687 
*     Fidelity Spartan U.S. Equity Index Fund     Mutual Fund  35,631,579 
*     Fidelity Select Electronics Fund     Mutual Fund  19,333,635 
*     Fidelity Freedom Funds 2000     Mutual Fund  48,204 
*     Fidelity Freedom Funds 2010     Mutual Fund  561,119 
*     Fidelity Freedom Funds 2020     Mutual Fund  655,993 
*     Fidelity Freedom Funds 2030     Mutual Fund  1,138,646 
*     Fidelity Freedom Funds 2040     Mutual Fund  475,687 
*     Fidelity Freedom Funds 2005     Mutual Fund  273,710 
*     Fidelity Freedom Funds 2015     Mutual Fund  657,758 
*     Fidelity Freedom Funds 2025     Mutual Fund  1,388,698 
*     Fidelity Freedom Funds 2035     Mutual Fund  880,240 
*     Fidelity Freedom Funds 2045     Mutual Fund    109,235 
*     Fidelity Freedom Funds 2050     Mutual Fund  69,638 
*     KLA-Tencor Corporation Stock     Common stock  18,941,277 
*     Cash     Cash  1,799 
*     Participant loans     Interest rates ranging from 6% to 11.5%    5,919,978 
      Total  $ 574,047,830 

*      Party-in-interest