Edgar Filing: APPLIED MATERIALS INC /DE

AMAT-Form 10-Q (Q1 2013)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 27, 2013


¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-06920

Applied Materials, Inc.

(Exact name of registrant as specified in its charter)



Delaware	94-1655526
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3050 Bowers Avenue,	95052-8039
P.O. Box 58039 Santa Clara, California (Address of principal executive offices)	(Zip Code)

(408) 727-5555

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ	Accelerated filer ¨		Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Number of shares outstanding of the issuer’s common stock as of January 27, 2013: 1,200,044,358

Table of Contents

APPLIED MATERIALS, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JANUARY 27, 2013

TABLE OF CONTENTS



		Page
	PART I. FINANCIAL INFORMATION
Item 1:	Financial Statements (Unaudited)	3
	Consolidated Condensed Statements of Operations for the Three Months Ended January 27, 2013 and January 29, 2012	3
	Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended January 27, 2013 and January 29, 2012	4
	Consolidated Condensed Balance Sheets at January 27, 2013 and October 28, 2012	5
	Consolidated Condensed Statement of Stockholders’ Equity for the Three Months Ended January 27, 2013	6
	Consolidated Condensed Statements of Cash Flows for the Three Months Ended January 27, 2013 and January 29, 2012	7
	Notes to Consolidated Condensed Financial Statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4:	Controls and Procedures	54

	PART II. OTHER INFORMATION
Item 1:	Legal Proceedings	55
Item 1A:	Risk Factors	55
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 6:	Exhibits	67
	Signatures	68

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS



	Three Months Ended
	January 27, 2013			January 29, 2012
	(Unaudited)
	(In millions, except per share amounts)
Net sales	$	1,573		$	2,189
Cost of products sold	991			1,403
Gross margin	582			786
Operating expenses:
Research, development and engineering	304			304
Selling, general and administrative	230			303
Restructuring charges and asset impairments (Note 10)	9			—
Total operating expenses	543			607
Income from operations	39			179
Interest and other expenses (Note 9)	24			24
Interest and other income, net	3			4
Income before income taxes	18			159
Provision for income taxes	(16		)	42
Net income	$	34		$	117
Earnings per share:
Basic and diluted	$	0.03		$	0.09
Weighted average number of shares:
Basic	1,198			1,299
Diluted	1,212			1,310

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME



	Three Months Ended
	January 27, 2013			January 29, 2012
	(Unaudited)
	(In millions)
Net income	$	34		$	117
Other comprehensive income, net of tax:
Change in unrealized net gain on investments	—			1
Change in unrealized net gain on derivative investments	5			—
Change in defined benefit plan liability (Note 12)	(3		)	—
Change in cumulative translation adjustments	(3		)	—
Other comprehensive income (loss), net of tax	(1		)	1
Comprehensive income	$	33		$	118

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS



	January 27, 2013			October 28, 2012

	(In millions)
ASSETS
Current assets:
Cash and cash equivalents (Notes 3 and 4)	$	1,523		$	1,392
Short-term investments (Notes 3 and 4)	230			545
Accounts receivable, net (Note 6)	1,109			1,220
Inventories (Note 7)	1,278			1,272
Other current assets (Note 7)	625			673
Total current assets	4,765			5,102
Long-term investments (Notes 3 and 4)	1,062			1,055
Property, plant and equipment, net (Note 7)	900			910
Goodwill (Note 8)	3,518			3,518
Purchased technology and other intangible assets, net (Note 8)	1,302			1,355
Deferred income taxes and other assets (Note 13)	167			162
Total assets	$	11,714		$	12,102

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses (Note 7)	$	1,287		$	1,510
Customer deposits and deferred revenue (Note 7)	678			755
Total current liabilities	1,965			2,265
Long-term debt (Note 9)	1,946			1,946
Other liabilities (Note 7)	662			656
Total liabilities	4,573			4,867
Stockholders’ equity (Note 11):
Common stock	12			12
Additional paid-in capital	5,892			5,863
Retained earnings	12,626			12,700
Treasury stock	(11,327		)	(11,279		)
Accumulated other comprehensive loss	(62		)	(61		)
Total stockholders’ equity	7,141			7,235
Total liabilities and stockholders’ equity	$	11,714		$	12,102

Amounts as of January 27, 2013 are unaudited. Amounts as of October 28, 2012 are derived from the October 28, 2012 audited consolidated financial statements.

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY



	Common Stock				Additional Paid-In Capital			Retained Earnings			Treasury Stock				Accumulated Other Comprehensive Income (Loss)			Total
	Shares		Amount		Additional Paid-In Capital			Retained Earnings			Shares	Amount			Accumulated Other Comprehensive Income (Loss)			Total

	(Unaudited)
	(In millions)
Balance at October 28, 2012	1,197		$	12	$	5,863		$	12,700		699	$	(11,279	)	$	(61	)	$	7,235
Net income	—		—		—			34			—	—			—			34
Other comprehensive loss, net of tax	—		—		—			—			—	—			(1		)	(1		)
Dividends	—		—		—			(108		)	—	—			—			(108		)
Share-based compensation	—		—		42			—			—	—			—			42
Issuance under stock plans, net of a tax detriment of $6 and other	7		—		(13		)	—			—	—			—			(13		)
Common stock repurchases	(4	)	—		—			—			4	(48		)	—			(48		)
Balance at January 27, 2013	1,200		$	12	$	5,892		$	12,626		703	$	(11,327	)	$	(62	)	$	7,141

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS



	Three Months Ended
	January 27, 2013			January 29, 2012

	(Unaudited)
	(In millions)
Cash flows from operating activities:
Net income	$	34		$	117
Adjustments required to reconcile net income to cash provided by operating activities:
Depreciation and amortization	106			112
Restructuring charges and asset impairments	9			—
Deferred income taxes and other	(78		)	39
Share-based compensation	42			53
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable	112			147
Inventories	(6		)	179
Other current and non current assets	80			96
Accounts payable and accrued expenses	(248		)	(412		)
Customer deposits and deferred revenue	(77		)	(154		)
Other liabilities	42			4
Cash provided by operating activities	16			181
Cash flows from investing activities:
Capital expenditures	(49		)	(37		)
Cash paid for acquisitions, net of cash acquired	—			(4,179		)
Proceeds from sales and maturities of investments	445			313
Purchases of investments	(143		)	(254		)
Cash provided by (used in) investing activities	253			(4,157		)
Cash flows from financing activities:
Proceeds from common stock issuances	18			2
Common stock repurchases	(48		)	(200		)
Payments of dividends to stockholders	(108		)	(104		)
Cash used in financing activities	(138		)	(302		)
Effect of exchange rate changes on cash and cash equivalents	—			(1		)
Increase (decrease) in cash and cash equivalents	131			(4,279		)
Cash and cash equivalents — beginning of year	1,392			5,960
Cash and cash equivalents — end of year	$	1,523		$	1,681
Supplemental cash flow information:
Cash payments for income taxes	$	32		$	33
Cash refunds from income taxes	$	65		$	3
Cash payments for interest	$	39		$	41

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1 Basis of Presentation

Basis of Presentation

In the opinion of management, the unaudited interim consolidated condensed financial statements of Applied Materials, Inc. and its subsidiaries (Applied or the Company) included herein have been prepared on a basis consistent with the October 28, 2012 audited consolidated financial statements and include all material adjustments, consisting of normal recurring adjustments, necessary to fairly present the information set forth therein. These unaudited interim consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Applied’s Annual Report on Form 10-K for the fiscal year ended October 28, 2012 (2012 Form 10-K). Applied’s results of operations for the three months ended January 27, 2013 are not necessarily indicative of future operating results. Applied’s fiscal year ends on the last Sunday in October of each year. Fiscal 2013 and 2012 each contain 52 weeks, and the first quarter of fiscal 2013 and 2012 each contained 13 weeks.

Certain prior year amounts have been reclassified to conform to current year presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, Applied evaluates its estimates, including those related to accounts receivable and sales allowances, fair values of financial instruments, inventories, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of share-based awards, and income taxes, among others. Applied bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Revenue Recognition

Applied recognizes revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; seller’s price to buyer is fixed or determinable; and collectability is probable. Applied’s shipping terms are customarily FOB Applied shipping point or equivalent terms. Applied’s revenue recognition policy generally results in revenue recognition at the following points: (1) for all transactions where legal title passes to the customer upon shipment, Applied recognizes revenue upon shipment for all products that have been demonstrated to meet product specifications prior to shipment; the portion of revenue associated with certain installation-related tasks is deferred, and that revenue is recognized upon completion of the installation-related tasks; (2) for products that have not been demonstrated to meet product specifications prior to shipment, revenue is recognized at customer technical acceptance; (3) for transactions where legal title does not pass at shipment, revenue is recognized when legal title passes to the customer, which is generally at customer technical acceptance; and (4) for arrangements containing multiple elements, the revenue relating to the undelivered elements is deferred using the relative selling price method utilizing estimated sales prices until delivery of the deferred elements. Applied limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations or subject to customer-specified return or adjustment. In cases where Applied has sold products that have been demonstrated to meet product specifications prior to shipment, Applied believes that at the time of delivery, it has an enforceable claim to amounts recognized as revenue. Spare parts revenue is generally recognized upon shipment, and services revenue is generally recognized over the period that the services are provided.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

When a sales arrangement contains multiple elements, such as hardware and services and/or software products, Applied allocates revenue to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence (VSOE) if available, third party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. Applied generally utilizes the ESP due to the nature of its products. In multiple element arrangements where more-than-incidental software deliverables are included, revenue is allocated to each separate unit of accounting for each of the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is then allocated to each software deliverable using the guidance for recognizing software revenue.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued authoritative guidance that will require a public entity to present in its annual and interim financial statements information about reclassification adjustments from accumulated other comprehensive income in a single note or on the face of the financial statements. The authoritative guidance becomes effective for Applied in the first quarter of fiscal 2014, with early adoption permitted, and is not expected to have an impact on Applied's financial position or results of operations.


Note 2	Earnings Per Share

Basic earnings per share is determined using the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined using the weighted average number of common shares and potential common shares (representing the dilutive effect of stock options, restricted stock units, and employee stock purchase plans shares) outstanding during the period. Applied’s net income has not been adjusted for any period presented for purposes of computing basic or diluted earnings per share due to the Company’s non-complex capital structure.



	Three Months Ended
	January 27, 2013		January 29, 2012

	(In millions, except per share amounts)
Numerator:
Net income	$	34	$	117
Denominator:
Weighted average common shares outstanding	1,198		1,299
Effect of dilutive stock options, restricted stock units and employee stock purchase plan shares	14		11
Denominator for diluted earnings per share	1,212		1,310
Basic and diluted earnings per share	$	0.03	$	0.09
Potentially dilutive securities	8		18

Potentially dilutive securities attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted earnings per share because the combined exercise price, average unamortized fair value and assumed tax benefits upon the exercise of options and the vesting of restricted stock units were greater than the average market price of Applied common stock, and therefore their inclusion would have been anti-dilutive.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 3	Cash, Cash Equivalents and Investments

Summary of Cash, Cash Equivalents and Investments

The following tables summarize Applied’s cash, cash equivalents and investments by security type:



January 27, 2013	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

	(In millions)
Cash	$	709	$	—	$	—	$	709
Cash equivalents:
Money market funds	814		—		—		814
Total Cash equivalents	814		—		—		814
Total Cash and Cash equivalents	$	1,523	$	—	$	—	$	1,523
Short-term and long-term investments:
U.S. Treasury and agency securities	$	210	$	1	$	—	$	211
Non-U.S. government securities*	13		—		—		13
Municipal securities	389		2		—		391
Commercial paper, corporate bonds and medium-term notes	270		3		—		273
Asset-backed and mortgage-backed securities	283		3		—		286
Total fixed income securities	1,165		9		—		1,174
Publicly traded equity securities	30		16		—		46
Equity investments in privately-held companies	72		—		—		72
Total short-term and long-term investments	$	1,267	$	25	$	—	$	1,292
Total Cash, Cash equivalents and Investments	$	2,790	$	25	$	—	$	2,815

_________________________

* Includes agency and corporate debt securities guaranteed by non-U.S. governments, which consist of Canada, Germany and Australia.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



October 28, 2012	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

	(In millions)
Cash	$	876	$	—	$	—	$	876
Cash equivalents:
Money market funds	483		—		—		483
Municipal securities	33		—		—		33
Total Cash equivalents	516		—		—		516
Total Cash and Cash equivalents	$	1,392	$	—	$	—	$	1,392
Short-term and long-term investments:
U.S. Treasury and agency securities	$	373	$	1	$	—	$	374
Non-U.S. government securities	29		—		—		29
Municipal securities	396		2		—		398
Commercial paper, corporate bonds and medium-term notes	381		3		—		384
Asset-backed and mortgage-backed securities	294		4		—		298
Total fixed income securities	1,473		10		—		1,483
Publicly traded equity securities	32		15		—		47
Equity investments in privately-held companies	70		—		—		70
Total short-term and long-term investments	$	1,575	$	25	$	—	$	1,600
Total Cash, Cash equivalents and Investments	$	2,967	$	25	$	—	$	2,992

Maturities of Investments

The following table summarizes the contractual maturities of Applied’s investments at January 27, 2013:



	Cost		Estimated Fair Value

	(In millions)
Due in one year or less	$	200	$	201
Due after one through five years	682		687
No single maturity date**	385		404
	$	1,267	$	1,292

_________________________

** Securities with no single maturity date include publicly-traded and privately-held equity securities, and asset-backed and mortgage-backed securities.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Gains and Losses on Investments

At January 27, 2013 and October 28, 2012, gross unrealized losses related to Applied's investment portfolio were not material. Applied regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether an unrealized loss was considered to be temporary, or other-than-temporary and therefore impaired, include: the length of time and extent to which fair value has been lower than the cost basis; the financial condition, credit quality and near-term prospects of the investee; and whether it is more likely than not that Applied will be required to sell the security prior to recovery. Generally, the contractual terms of investments in marketable securities do not permit settlement at prices less than the amortized cost of the investments. Applied determined that the gross unrealized losses on its marketable securities at January 27, 2013 and January 29, 2012 were temporary in nature and therefore it did not recognize any impairment of its marketable securities during the three months ended January 27, 2013 or January 29, 2012. Applied did not recognize any impairment on its equity investments in privately-held companies for the three months ended January 27, 2013 or January 29, 2012.

Unrealized gains and temporary losses on investments classified as available-for-sale are included within accumulated other comprehensive income (loss), net of any related tax effect. Upon realization, those amounts are reclassified from accumulated other comprehensive income (loss) to results of operations.


Note 4	Fair Value Measurements

Applied’s financial assets are measured and recorded at fair value, except for equity investments in privately-held companies. These equity investments are generally accounted for under the cost method of accounting and are periodically assessed for other-than-temporary impairment when events or circumstances indicate that an other-than-temporary decline in value may have occurred. Applied’s nonfinancial assets, such as goodwill, intangible assets, and property, plant and equipment, are recorded at cost and are assessed for impairment when events or circumstances indicate that an other-than-temporary decline in value may have occurred.

Fair Value Hierarchy

Applied uses the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:


•	Level 1 — Quoted prices in active markets for identical assets or liabilities;


•	Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and


•	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Applied’s investments are comprised primarily of debt securities that are classified as available-for-sale and recorded at their fair values. In determining the fair value of investments, Applied uses pricing information from pricing services that value securities based on quoted market prices and models that utilize observable market inputs. In the event a fair value estimate is unavailable from a pricing service, Applied generally obtains non-binding price quotes from brokers. Applied then reviews the information provided by the pricing services or brokers to determine the fair value of its short-term and long-term investments. In addition, to validate pricing information obtained from pricing services, Applied periodically performs supplemental analysis on a sample of securities. Applied reviews any significant unanticipated differences identified through this analysis to determine the appropriate fair value.

Investments with remaining effective maturities of 12 months or less from the balance sheet date are classified as short-term investments. Investments with remaining effective maturities of more than 12 months from the balance sheet date are classified as long-term investments. As of January 27, 2013, substantially all of Applied’s available-for-sale, short-term and long-term investments were recognized at fair value that was determined based upon observable inputs.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities (excluding cash balances) measured at fair value on a recurring basis are summarized below as of January 27, 2013 and October 28, 2012:



	January 27, 2013						October 28, 2012
	Level 1		Level 2		Total		Level 1		Level 2		Total

	(In millions)
Assets:
Money market funds	$	814	$	—	$	814	$	483	$	—	$	483
U.S. Treasury and agency securities	108		103		211		128		246		374
Non-U.S. government securities	—		13		13		—		29		29
Municipal securities	—		391		391		—		431		431
Commercial paper, corporate bonds and medium-term notes	—		273		273		—		384		384
Asset-backed and mortgage-backed securities	—		286		286		—		298		298
Publicly traded equity securities	46		—		46		47		—		47
Total	$	968	$	1,066	$	2,034	$	658	$	1,388	$	2,046

There were no transfers between Level 1 and Level 2 fair value measurements during the three months ended January 27, 2013 or January 29, 2012. Applied did not have any financial assets measured at fair value on a recurring basis within Level 3 fair value measurements as of January 27, 2013 or October 28, 2012.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Equity investments in privately-held companies are generally accounted for under the cost method of accounting and are periodically assessed for other-than-temporary impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. If Applied determines that an other-than-temporary impairment has occurred, the investment will be written down to its estimated fair value based on available information, such as pricing in recent rounds of financing, current cash positions, earnings and cash flow forecasts, recent operational performance and any other readily available market data. At January 27, 2013, equity investments in privately-held companies totaled $72 million, of which $59 million of investments were accounted for under the cost method of accounting and $13 million of investments had been measured at fair value on a non-recurring basis within Level 3 fair value measurements due to an other-than-temporary decline in value. At October 28, 2012, equity investments in privately-held companies totaled $70 million, of which $57 million of investments were accounted for under the cost method of accounting and $13 million of investments had been measured at fair value on a non-recurring basis within Level 3 fair value measurements due to an other-than-temporary decline in value. Applied did not recognize any impairment on its equity investments in privately-held companies during the three months ended January 27, 2013 or January 29, 2012.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Other

The carrying amounts of Applied’s financial instruments, including cash and cash equivalents, accounts receivable, notes payable, and accounts payable and accrued expenses, approximate fair value due to the short maturities of these financial instruments. At January 27, 2013, the carrying amount of long-term debt was $1.9 billion and the estimated fair value was $2.2 billion. At October 28, 2012, the carrying amount of long-term debt was $1.9 billion and the estimated fair value was $2.3 billion. The estimated fair value of long-term debt is determined by Level 2 inputs and is based primarily on quoted market prices for the same or similar issues.


Note 5	Derivative Instruments and Hedging Activities

Derivative Financial Instruments

Applied conducts business in a number of foreign countries, with certain transactions denominated in local currencies, such as Japanese yen, euro, Israeli shekel, Taiwanese dollar and Swiss franc. Applied uses derivative financial instruments, such as forward exchange contracts and currency option contracts, to hedge certain forecasted foreign currency denominated transactions expected to occur typically up to the next 24 months. The purpose of Applied’s foreign currency management is to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated revenues, costs and eventual cash flows. The terms of currency instruments used for hedging purposes are generally consistent with the timing of the transactions being hedged. Applied does not use derivative financial instruments for trading or speculative purposes.

Derivative instruments and hedging activities, including foreign currency exchange contracts, are recognized on the balance sheet at fair value. Changes in the fair value of derivatives that do not qualify for hedge treatment, as well as the ineffective portion of any hedges, are recognized currently in earnings. All of Applied’s derivative financial instruments are recorded at their fair value in other current assets or in accounts payable and accrued expenses.

Hedges related to anticipated transactions are designated and documented at the inception of the hedge as cash flow hedges and are typically entered into once per month. Cash flow hedges are evaluated for effectiveness quarterly. The effective portion of the gain or loss on these hedges is reported as a component of accumulated other comprehensive income or loss (AOCI) in stockholders’ equity and is reclassified into earnings when the hedged transaction affects earnings. The majority of the after-tax net income or loss related to derivative instruments included in AOCI at January 27, 2013 is expected to be reclassified into earnings within 12 months. Changes in the fair value of currency forward exchange and option contracts due to changes in time value are excluded from the assessment of effectiveness. Both ineffective hedge amounts and hedge components excluded from the assessment of effectiveness are recognized in earnings. If the transaction being hedged is no longer probable to occur, or if a portion of any derivative is deemed to be ineffective, Applied promptly recognizes the gain or loss on the associated financial instrument in general and administrative expenses. The amount recognized due to discontinuance of cash flow hedges that were probable not to occur by the end of the originally specified time period was not significant for the three months ended January 27, 2013 and January 29, 2012.

Additionally, forward exchange contracts are generally used to hedge certain foreign currency denominated assets or liabilities. These derivatives are typically entered into once per month and are not designated for hedge accounting treatment. Accordingly, changes in the fair value of these hedges are recorded in earnings to offset the changes in the fair value of the assets or liabilities being hedged.

The fair values of derivative instruments at January 27, 2013 and October 28, 2012 were not material.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

The effect of derivative instruments on the Consolidated Condensed Statements of Operations for the three months ended January 27, 2013 and January 29, 2012 was as follows:



		Three Months Ended January 27, 2013							Three Months Ended January 29, 2012
		Effective Portion				Ineffective Portion and Amount Excluded from Effectiveness Testing			Effective Portion					Ineffective Portion and Amount Excluded from Effectiveness Testing
	Location of Gain or (Loss) Reclassified from AOCI into Income	Gain or (Loss) Recognized in AOCI		Gain or (Loss) Reclassified from AOCI into Income		Gain or (Loss) Recognized in Income			Gain or (Loss) Recognized in AOCI		Gain or (Loss) Reclassified from AOCI into Income			Gain or (Loss) Recognized in Income
		(In millions)
Derivatives in Cash Flow Hedging Relationships
Foreign exchange contracts	Cost of products sold	$	10	$	2	$	(1	)	$	—	$	1		$	—
Foreign exchange contracts	General and administrative	—		—		—			—		(2		)	—
Total		$	10	$	2	$	(1	)	$	—	$	(1	)	$	—



		Amount of Gain or (Loss) Recognized in Income
		Three Months Ended
	Location of Gain or (Loss) Recognized in Income	January 27, 2013		January 29, 2012
		(In millions)
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts	General and administrative	$	13	$	6
Total		$	13	$	6

Credit Risk Contingent Features

If Applied’s credit rating were to fall below investment grade, it would be in violation of credit risk contingent provisions of the derivative instruments discussed above, and certain counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk related contingent features that were in a net liability position was immaterial as of January 27, 2013.

Entering into foreign exchange contracts with banks exposes Applied to credit-related losses in the event of the banks’ nonperformance. However, Applied’s exposure is not considered significant.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 6	Accounts Receivable, Net

Applied has agreements with various financial institutions to sell accounts receivable and discount promissory notes from selected customers. Applied, from time to time, also discounts letters of credit through various financial institutions. Applied sells its accounts receivable without recourse.

Applied did not utilize programs to discount letters of credit issued by customers during the three months ended January 27, 2013 and January 29, 2012. Discounting of letters of credit depends on many factors, including the willingness of financial institutions to discount the letters of credit and the cost of such arrangements. There was no factoring of accounts receivable or discounting of promissory notes during the three months ended January 27, 2013. Applied factored accounts receivable and discounted promissory notes of $70 million during the three months ended January 29, 2012. Financing charges on the sale of receivables and discounting of letters of credit are included in interest expense in the accompanying Consolidated Condensed Statements of Operations and were not material for all periods presented.

Accounts receivable are presented net of allowance for doubtful accounts of $82 million at January 27, 2013 and $87 million at October 28, 2012. Applied sells principally to manufacturers within the semiconductor, display and solar industries. While Applied believes that its allowance for doubtful accounts is adequate and represents Applied’s best estimate as of January 27, 2013, Applied continues to closely monitor customer liquidity and other economic conditions, which may result in changes to Applied’s estimates regarding collectability.


Note 7	Balance Sheet Detail



	January 27, 2013		October 28, 2012

	(In millions)
Inventories
Customer service spares	$	291	$	312
Raw materials	318		331
Work-in-process	242		234
Finished goods	427		395
	$	1,278	$	1,272

Included in finished goods inventory are $93 million at January 27, 2013, and $60 million at October 28, 2012, of newly-introduced systems at customer locations where the sales transaction did not meet Applied’s revenue recognition criteria as set forth in Note 1. Finished goods inventory includes $196 million and $176 million of evaluation inventory at January 27, 2013 and October 28, 2012, respectively.



	January 27, 2013		October 28, 2012

	(In millions)
Other Current Assets
Deferred income taxes, net	$	394	$	369
Prepaid expenses	110		101
Income taxes receivable	9		87
Other	112		116
	$	625	$	673

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



	Useful Life	January 27, 2013			October 28, 2012

	(In years)	(In millions)
Property, Plant and Equipment, Net
Land and improvements		$	169		$	169
Buildings and improvements	3-30	1,203			1,196
Demonstration and manufacturing equipment	3-5	779			760
Furniture, fixtures and other equipment	3-15	739			734
Construction in progress		47			58
Gross property, plant and equipment		2,937			2,917
Accumulated depreciation		(2,037		)	(2,007		)
		$	900		$	910



	January 27, 2013		October 28, 2012

	(In millions)
Accounts Payable and Accrued Expenses
Accounts payable	$	430	$	396
Compensation and employee benefits	261		426
Warranty	109		119
Dividends payable	108		108
Income taxes payable	44		74
Other accrued taxes	34		18
Interest payable	14		30
Restructuring reserve	73		133
Other	214		206
	$	1,287	$	1,510



	January 27, 2013		October 28, 2012

	(In millions)
Customer Deposits and Deferred Revenue
Customer deposits	$	154	$	143
Deferred revenue	524		612
	$	678	$	755

Applied typically receives deposits on future deliverables from customers in the Energy and Environmental Solutions and Display segments. In certain instances, customer deposits may be received from customers in the Applied Global Services segment.



	January 27, 2013		October 28, 2012

	(In millions)
Other Liabilities
Deferred income taxes	$	165	$	201
Income taxes payable	136		140
Defined benefit pension plan liability	190		184
Other	171		131
	$	662	$	656

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 8	Goodwill, Purchased Technology and Other Intangible Assets

Goodwill and Purchased Intangible Assets

Applied’s methodology for allocating the purchase price relating to purchase acquisitions is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the purchase price over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Applied assigns assets acquired (including goodwill) and liabilities assumed to one or more reporting units as of the date of acquisition. Typically, acquisitions relate to a single reporting unit and thus do not require the allocation of goodwill to multiple reporting units. If the products obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process.

Goodwill and purchased intangible assets with indefinite useful lives are not amortized, but are reviewed for impairment annually during the fourth quarter of each fiscal year and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment, especially in emerging markets. Applied regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends, restructuring actions and lower projections of profitability that may impact future operating results.

To test goodwill for impairment, Applied first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. Under the two-step goodwill impairment test, Applied would in the first step compare the estimated fair value of each reporting unit to its carrying value. If the carrying value of a reporting unit exceeds its fair value, Applied would then perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. If Applied determined that the carrying value of a reporting unit’s goodwill exceeded its implied fair value, Applied would record an impairment charge equal to the difference. Applied’s reporting units are consistent with the reportable segments identified in Note 15, Industry Segment Operations, which are based on the manner in which Applied operates its business and the nature of those operations. Applied determines the fair value of each of its reporting units based on a weighting of income and market approaches.

The evaluation of goodwill for impairment requires the exercise of significant judgment. In the event of future changes in business conditions, Applied will be required to reassess and update its forecasts and estimates used in future impairment analyses. If the results of these analyses are lower than current estimates, a material impairment charge may result at that time.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

A summary of Applied's purchased technology and intangible assets is set forth below:



	January 27, 2013		October 28, 2012

	(In millions)
Purchased technology, net	$	903	$	945
Intangible assets - finite-lived, net	257		268
Intangible assets - indefinite-lived	142		142
Total	$	1,302	$	1,355

Details of goodwill and other indefinite-lived intangible assets were as follows as of January 27, 2013 and October 28, 2012:



	Goodwill		Other Intangible Assets		Total

	(In millions)
Silicon Systems Group	$	2,151	$	142	$	2,293
Applied Global Services	1,027		—		1,027
Display	116		—		116
Energy and Environmental Solutions	224		—		224
Carrying amount	$	3,518	$	142	$	3,660

Other intangible assets that are not subject to amortization consist primarily of in-process technology, which will be subject to amortization upon commercialization. The fair value assigned to in-process technology was determined using the income approach based on estimates and judgments regarding risks inherent in the development process, including the likelihood of achieving technological success and market acceptance. If an in-process technology project is abandoned, the acquired technology attributable to the project will be written off.

Finite-Lived Purchased Intangible Assets

Applied amortizes purchased intangible assets with finite lives using the straight-line method over the estimated economic lives of the assets, ranging from 1 to 15 years.

Applied evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. Applied assesses the fair value of the assets based on the amount of the undiscounted future cash flow that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flow expected to result from the use of the asset, plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When Applied identifies an impairment, Applied reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach.

Intangible assets, such as purchased technology, are generally recorded in connection with a business acquisition. The value assigned to intangible assets is usually based on estimates and judgments regarding expectations for the success and life cycle of products and technology acquired. Applied evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, Applied reviews intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable. Management considers such indicators as significant differences in actual product acceptance from the estimates, changes in the competitive and economic environments, technological advances, and changes in cost structure.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Details of finite-lived intangible assets were as follows:



	January 27, 2013									October 28, 2012
	Purchased Technology			Other Intangible Assets			Total			Purchased Technology			Other Intangible Assets			Total

	(In millions)
Gross carrying amount:
Silicon Systems Group	$	1,300		$	252		$	1,552		$	1,300		$	252		$	1,552
Applied Global Services	28			44			72			28			44			72
Display	110			33			143			110			33			143
Energy and Environmental Solutions	105			232			337			105			232			337
Gross carrying amount	$	1,543		$	561		$	2,104		$	1,543		$	561		$	2,104
Accumulated amortization:
Silicon Systems Group	$	(449	)	$	(42	)	$	(491	)	$	(411	)	$	(36	)	$	(447	)
Applied Global Services	(22		)	(40		)	(62		)	(22		)	(39		)	(61		)
Display	(107		)	(28		)	(135		)	(106		)	(27		)	(133		)
Energy and Environmental Solutions	(62		)	(194		)	(256		)	(59		)	(191		)	(250		)
Accumulated amortization	$	(640	)	$	(304	)	$	(944	)	$	(598	)	$	(293	)	$	(891	)
Carrying amount	$	903		$	257		$	1,160		$	945		$	268		$	1,213

Details of amortization expense by segment for the three months ended January 27, 2013 and January 29, 2012 were as follows:



	Three Months Ended
	January 27, 2013		January 29, 2012

	(In millions)
Silicon Systems Group	$	44	$	48
Applied Global Services	1		5
Display	2		2
Energy and Environmental Solutions	6		6
Total	$	53	$	61

For the three months ended January 27, 2013 and January 29, 2012, amortization expense was charged to the following categories:



	Three Months Ended
	January 27, 2013		January 29, 2012

	(In millions)
Cost of products sold	$	43	$	52
Selling, general and administrative	10		9
Total	$	53	$	61

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

As of January 27, 2013, future estimated amortization expense is expected to be as follows:



	Amortization Expense
	(In millions)
2013	160
2014	198
2015	184
2016	175
2017	174
Thereafter	269
Total	$	1,160


Note 9	Borrowing Facilities and Long-Term Debt

Applied has credit facilities for unsecured borrowings in various currencies of up to $1.6 billion, of which $1.5 billion is comprised of a committed revolving credit agreement with a group of banks that is scheduled to expire in May 2016. This agreement provides for borrowings in United States dollars at interest rates keyed to one of the two rates selected by Applied for each advance and includes financial and other covenants with which Applied was in compliance at January 27, 2013. Remaining credit facilities in the amount of approximately $91 million are with Japanese banks. Applied’s ability to borrow under these facilities is subject to bank approval at the time of the borrowing request, and any advances will be at rates indexed to the banks’ prime reference rate denominated in Japanese yen. No amounts were outstanding under any of these facilities at both January 27, 2013 and October 28, 2012 and Applied has not utilized these credit facilities.

Long-term debt outstanding as of January 27, 2013 and October 28, 2012 was as follows:



	Principal Amount			Effective Interest Rate	Interest Pay Dates
	(In millions)
2.650% Senior Notes Due 2016	$	400		2.666%	June 15, December 15
7.125% Senior Notes Due 2017	200			7.190%	April 15, October 15
4.300% Senior Notes Due 2021	750			4.326%	June 15, December 15
5.850% Senior Notes Due 2041	600			5.879%	June 15, December 15
	1,950
Total unamortized discount	(4		)
Total long-term debt	$	1,946

Applied has debt agreements that contain financial and other covenants. These covenants require Applied to maintain certain minimum financial ratios. At January 27, 2013, Applied was in compliance with all such covenants.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 10	Restructuring Charges and Asset Impairments

From time to time, Applied initiates restructuring activities to appropriately align its cost structure relative to prevailing economic and industry conditions and associated customer demand as well as in connection with certain acquisitions. Costs associated with restructuring actions can include termination benefits and related charges in addition to facility closure, contract termination and other related activities.

The following table summarizes major components of the restructuring and asset impairment charges during the three months ended January 27, 2013:



	January 27, 2013

	(In millions)
2012 Global Restructuring Plan
Severance and other employee-related costs, net¹	$	4
2012 EES Restructuring Plan
Asset impairments	3
Others
Severance and other employee-related costs	2
	$	9

__________________

¹Consisted primarily of share-based compensation expense which was recorded in additional paid-in capital.

Restructuring and asset impairment charges were recorded as follows:



	January 27, 2013

	(In millions)
Silicon Systems Group	$	1
Applied Global Services	1
Energy and Environmental Solutions	3
Corporate Unallocated	4
Total	$	9

Global Restructuring Plan

On October 3, 2012, Applied announced a restructuring plan (the 2012 Global Restructuring Plan) to realign its global workforce and enhance its ability to invest for growth. Under this plan, Applied implemented a voluntary retirement program and other workforce reduction actions that are expected to affect approximately 900 to 1,300 positions, or 6 percent to 9 percent of its global workforce. The voluntary retirement program was available to certain U.S. employees who met minimum age and length of service requirements, as well as other business-specific criteria. Applied implemented other workforce reduction actions globally across multiple business segments and functions, the extent of which depended on the number of employees who participated in the voluntary retirement program and other considerations. Applied expects to substantially complete this plan by the end of the third quarter of fiscal 2013, depending on local legal requirements.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

In connection with the 2012 Global Restructuring Plan, Applied expects to incur aggregate pre-tax restructuring charges comprised of severance and other termination benefits in the range of $120 million to $160 million (including costs incurred to date of $110 million discussed below), which is below the original estimate of $180 million to $230 million. The change in the estimate is primarily due to lower relative participation in the voluntary retirement program and a reduced estimate of the final cost of benefits. Applied began recording these restructuring charges in the fourth quarter of fiscal 2012 and expects that the remainder will be recorded during fiscal 2013. The change in the range of estimated pre-tax restructuring costs of this plan did not have an effect on the restructuring charges recognized to date.

During the first quarter of fiscal 2013, Applied recognized $4 million of employee-related costs in connection with the 2012 Global Restructuring Plan, which was primarily related to share-based compensation expense for accelerated vesting of certain stock awards as part of the voluntary retirement program. These costs were not allocated to the segments. As of January 27, 2013, severance and other termination benefits of $110 million have been incurred since the inception of this plan.

2012 EES Restructuring Plan

On May 10, 2012, Applied announced a plan (the 2012 EES Restructuring Plan) to restructure its Energy and Environmental Solutions segment in light of challenging industry conditions affecting the solar photovoltaic and light-emitting diode (LED) equipment markets. As of January 27, 2013, as part of this plan, Applied was in the process of relocating certain manufacturing, business operations and customer support functions of its precision wafering systems business and had ceased LED development activities. This plan also impacted certain LED support activities in the Applied Global Services segment. The total estimated pre-tax cost of implementing this plan is expected to be in the range of approximately $70 million to $100 million, which will be incurred over a period of 12 to 18 months beginning in the third quarter of fiscal 2012, and reported primarily in the Energy and Environmental Solutions segment. This estimate consists of: (i) up to $30 million in fixed asset impairment charges; (ii) up to $15 million of inventory-related charges; (iii) up to $15 million in charges arising from lease terminations and other obligations, and (iv) up to $40 million in severance and other employee-related costs. The 2012 EES Restructuring Plan impacted up to approximately 250 positions globally. During the first quarter of fiscal 2013, Applied recognized $3 million of asset impairment charges in connection with this plan, which were reported in the Energy and Environmental Solutions segment. As of January 27, 2013, total costs incurred in implementing this plan totaled $64 million, of which $13 million were inventory-related charges.

Integration of Varian Semiconductor Associates, Inc. (Varian)

During the first quarter of fiscal 2013, Applied recognized $2 million of severance and other employee-related costs in connection with the integration of Varian, which were reported in the Silicon Systems Group and Applied Global Services segments. As of January 27, 2013, the remaining severance accrual associated with restructuring reserves under this program was $3 million.

Restructuring Reserves

Changes in restructuring reserves during the three months ended January 27, 2013 were as follows:



	2012 Global Restructuring Plan			2012 EES Restructuring Plan					Others
	Severance and Other Employee-Related Costs			Severance and Other Employee-Related Costs			Contract Cancellation and Other Costs		Severance and Other Employee-Related Costs			Contract Cancellation and Other Costs		Total

	(In millions)
Balance, October 28, 2012	$	106		$	16		$	1	$	5		$	5	$	133
Provision for restructuring reserves	—			—			—		2			—		2
Consumption of reserves	(52		)	(6		)	—		(4		)	—		(62		)
Balance, January 27, 2013	$	54		10			1		$	3		$	5	$	73

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 11	Stockholders’ Equity, Comprehensive Income and Share-Based Compensation

Accumulated Other Comprehensive Income (Loss)

Components of accumulated other comprehensive income (loss), on an after-tax basis where applicable, were as follows:



	January 27, 2013			October 28, 2012

	(In millions)
Unrealized gain on investments, net	$	16		$	16
Unrealized gain on derivative instruments qualifying as cash flow hedges	6			1
Pension liability	(93		)	(90		)
Cumulative translation adjustments	9			12
	$	(62	)	$	(61	)

Stock Repurchase Program

On March 5, 2012, Applied's Board of Directors approved a stock repurchase program authorizing up to $3.0 billion in repurchases over the next three years ending in March 2015. Under this authorization, Applied purchases shares of its common stock under a systematic stock repurchase program and may also make supplemental stock repurchases from time to time, depending on market conditions, stock price and other factors. At January 27, 2013, $1.8 billion remained available for future stock repurchases under this repurchase program.

The following table summarizes Applied’s stock repurchases for the periods indicated:



	Three Months Ended
	January 27, 2013		January 29, 2012

	(In millions, except per share amounts)
Shares of common stock repurchased	4		18
Cost of stock repurchased	$	48	$	200
Average price paid per share	$	11.15	$	10.95

Applied records treasury stock purchases under the cost method using the first-in, first-out (FIFO) method. Upon reissuance of treasury stock, amounts in excess of the acquisition cost are credited to additional paid in capital. If Applied reissues treasury stock at an amount below its acquisition cost and additional paid in capital associated with prior treasury stock transactions is insufficient to cover the difference between the acquisition cost and the reissue price, this difference is recorded against retained earnings.

Dividends

In December 2012, Applied's Board of Directors declared a quarterly cash dividend in the amount of $0.09 per share that will be paid on March 13, 2013 to stockholders of record as of February 20, 2013. Dividends declared during the three months ended January 27, 2013 and January 29, 2012 were $108 million and $103 million, respectively. Applied currently anticipates that cash dividends will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of the Board of Directors and will depend on Applied’s financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination by the Board of Directors that cash dividends are in the best interests of Applied’s stockholders.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Share-Based Compensation

Applied has a stockholder-approved equity plan, the Employee Stock Incentive Plan, which permits grants to employees of share-based awards, including stock options, restricted stock, restricted stock units, performance shares and performance units. In addition, the plan provides for the automatic grant of restricted stock units to non-employee directors and permits the grant of share-based awards to non-employee directors and consultants. Share-based awards made beginning in March 2012 under the plan may be subject to accelerated vesting under certain circumstances in the event of a change in control of Applied. Applied also has two Employee Stock Purchase Plans, one generally for United States employees and a second for employees of international subsidiaries (collectively, ESPP), which enable eligible employees to purchase Applied common stock.

During the three months ended January 27, 2013 and January 29, 2012, Applied recognized share-based compensation expense related to stock options, ESPP shares, restricted stock, restricted stock units, performance shares and performance units. Total share-based compensation and related tax benefits were as follows:



	Three Months Ended
	January 27, 2013		January 29, 2012

	(In millions)
Share-based compensation	$	42	$	53
Tax benefit recognized	$	12	$	15

The effect of share-based compensation on the results of operations for the three months ended January 27, 2013 and January 29, 2012 was as follows:



	Three Months Ended
	January 27, 2013		January 29, 2012


Cost of products sold	$	12	$	13
Research, development, and engineering	12		13
Selling, general and administrative	13		27
Restructuring charge	5		—
Total	$	42	$	53

The cost associated with share-based awards that are subject solely to time-based vesting requirements, less expected forfeitures, is recognized over the awards’ service period for the entire award on a straight-line basis. The cost associated with performance-based equity awards is recognized for each tranche over the service period, based on an assessment of the likelihood that the applicable performance goals will be achieved.

At January 27, 2013, Applied had $340 million in total unrecognized compensation expense, net of estimated forfeitures, related to grants of share-based awards and shares issued under Applied’s ESPP, which will be recognized over a weighted average period of 2.8 years. At January 27, 2013, there were 182 million shares available for grants of share-based awards under the Employee Stock Incentive Plan, and an additional 47 million shares available for issuance under the ESPP.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Stock Options

Applied grants options to purchase, at future dates, shares of its common stock to employees and consultants. The exercise price of each stock option equals the fair market value of Applied common stock on the date of grant. Options typically vest over three to four years, subject to the grantee’s continued service with Applied through the scheduled vesting date, and expire no later than seven years from the grant date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. This model was developed for use in estimating the value of publicly traded options that have no vesting restrictions and are fully transferable. Applied employee stock options have characteristics significantly different from those of publicly traded options. There were no stock options granted during the three months ended January 27, 2013 and January 29, 2012. As part of the acquisition of Varian in the first quarter of fiscal 2012, stock options to purchase 5 million shares of Applied common stock were assumed.

Stock option activity for the three months ended January 27, 2013 was as follows:



	Shares		Weighted Average Exercise Price

	(In millions, except per share amounts)
Outstanding at October 28, 2012	21		$	10.53
Granted	—		$	—
Exercised	(2	)	$	8.18
Canceled and forfeited	(4	)	$	18.41
Outstanding at January 27, 2013	15		$	9.17
Exercisable at January 27, 2013	15		$	9.26

Restricted Stock Units, Restricted Stock, Performance Shares and Performance Units

Restricted stock units are converted into shares of Applied common stock upon vesting on a one-for-one basis. Restricted stock has the same rights as other issued and outstanding shares of Applied common stock except these shares generally have no right to dividends and are held in escrow until the award vests. Performance shares and performance units are awards that result in a payment to a grantee in shares of Applied common stock on a one-for-one basis if performance goals and/or other vesting criteria established by the Human Resources and Compensation Committee of Applied's Board of Directors (the Committee) are achieved or the awards otherwise vest. Restricted stock units, restricted stock, performance shares and performance units typically vest over four years and vesting is usually subject to the grantee’s continued service with Applied and, in some cases, achievement of specified performance goals. The compensation expense related to the service-based awards is determined using the fair market value of Applied common stock on the date of the grant, and the compensation expense is recognized over the vesting period.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Restricted stock, performance shares and performance units granted to certain executive officers are also subject to the achievement of specified performance goals (performance-based awards). These performance-based awards become eligible to vest only if performance goals are achieved and then actually will vest only if the grantee remains employed by Applied through each applicable vesting date. The fair value of these performance-based awards is estimated on the date of grant and assumes that the specified performance goals will be achieved. If the goals are achieved, these awards vest over a specified remaining service period of generally three or four years, provided that the grantee remain employed by Applied through each scheduled vesting date. If the performance goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. The expected cost of each award is reflected over the service period and is reduced for estimated forfeitures.

For performance-based awards granted during fiscal 2011 and 2010, the performance goals require (i) the achievement of targeted adjusted annual operating profit margin levels compared to Applied’s peer companies in at least one of the four fiscal years beginning with the fiscal year of the grant, and (ii) that Applied’s annual adjusted operating profit margin is positive in such year. Performance-based awards that do not become eligible to vest in a particular year may become eligible to vest in subsequent years up until the fourth fiscal year after grant, after which they are forfeited if the required performance goals have not been achieved.

In fiscal 2013 and fiscal 2012, the Committee granted performance-based awards that require the achievement of positive and relative adjusted operating profit margin goals in a manner generally similar to the previously granted performance-based awards. For the fiscal 2013 and fiscal 2012 awards, additional shares become eligible for time-based vesting if Applied achieves certain levels of total shareholder return (TSR) relative to a peer group comprised of companies in the Standard & Poor's 500 Information Technology Index measured at the end of a two-year period.

A summary of the performance-based awards approved by the Committee is presented below:



	Number of Performance-Based Awards Granted
Fiscal Year Granted	Performance Shares/Performance Units	Shares of Restricted Stock	Percent Earned as of January 27, 2013*
	(in millions)
2013	3	—	0%
2012	3	1	0%
2011	2	0.1	100%
2010	2	0.1	82%

___________________

* subject to additional time-based vesting requirements

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

A summary of the changes in restricted stock units, restricted stock, performance shares and performance units outstanding under Applied’s equity compensation plans during the three months ended January 27, 2013 is presented below:



	Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term

	(In millions, except per share amounts)
Non-vested restricted stock units, restricted stock, performance shares and performance units at October 28, 2012	36		$	11.53	2.6 Years
Granted	16		$	10.07
Vested	(7	)	$	11.45
Canceled	(2	)	$	11.34
Non-vested restricted stock units, restricted stock, performance shares and performance units at January 27, 2013	43		$	11.00	3.0 Years

At January 27, 2013, 3 million additional performance-based awards could be earned upon certain levels of achievement of Applied's TSR relative to a peer group at a future date.

Employee Stock Purchase Plans

Under the ESPP, substantially all employees may purchase Applied common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of Applied common stock at the beginning or end of each 6-month purchase period, subject to certain limits. No shares were issued during the three months ended January 27, 2013 and January 29, 2012. Compensation expense is calculated using the fair value of the employees’ purchase rights under the Black-Scholes model.

Note 12 Employee Benefit Plans

Applied sponsors a number of employee benefit plans, including defined benefit plans of certain foreign subsidiaries, and a plan that provides certain medical and vision benefits to eligible retirees. A summary of the components of net periodic benefit costs of these defined and postretirement benefit plans for the three months ended January 27, 2013 and January 29, 2012 is presented below:



	Three Months Ended
	January 27, 2013			January 29, 2012
	(In millions)
Service cost	$	5		$	4
Interest cost	4			4
Expected return on plan assets	(3		)	(3		)
Amortization of actuarial loss	2			—
Net periodic benefit cost	$	8		$	5

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Note 13 Income Taxes

Applied’s effective income tax rate for the first quarter of fiscal 2013 was a benefit of 88.9 percent compared to a provision of 26.4 percent for the first quarter of fiscal 2012. The change in the rate for the first quarter of fiscal 2013 from the comparable period in the prior year was primarily due to an $11 million benefit arising from the resolution of prior uncertainties related to Varian and a $10 million benefit resulting from reinstatement of the U.S. federal research and development tax credit, retroactive to January 1, 2012. The tax rates were also affected by changes in composition of income in jurisdictions outside the U.S. with tax incentives. Applied’s future effective income tax rate depends on various factors, such as tax legislation and the geographic composition of Applied’s pre-tax income. Management carefully monitors these factors and timely adjusts the interim effective income tax rate accordingly.

The timing of the resolution of income tax examinations, as well as the amounts and timing of various tax payments that may be made as part of the resolution process, is highly uncertain and could cause an impact to Applied’s consolidated results of operations. This could also cause large fluctuations in the balance sheet classification of current assets and non-current assets and liabilities. Applied does not expect a material change in unrecognized tax benefits in the next 12 months.


Note 14	Warranty, Guarantees and Contingencies

Warranty

Changes in the warranty reserves during the three months ended January 27, 2013 and January 29, 2012 were as follows:



	Three Months Ended
	January 27, 2013			January 29, 2012

	(In millions)
Beginning balance	$	119		$	168
Provisions for warranty	24			30
Consumption of reserves	(34		)	(37		)
Ending balance	$	109		$	161

Applied products are generally sold with a warranty for a 12-month period following installation. The provision for the estimated cost of warranty is recorded when revenue is recognized. Parts and labor are covered under the terms of the warranty agreement. The warranty provision is based on historical experience by product, configuration and geographic region. Quarterly warranty consumption is generally associated with sales that occurred during the preceding four quarters, and quarterly warranty provisions are generally related to the current quarter’s sales.

Guarantees

In the ordinary course of business, Applied provides standby letters of credit or other guarantee instruments to third parties as required for certain transactions initiated by either Applied or its subsidiaries. As of January 27, 2013, the maximum potential amount of future payments that Applied could be required to make under these guarantee agreements was approximately $45 million. Applied has not recorded any liability in connection with these guarantee agreements beyond that required to appropriately account for the underlying transaction being guaranteed. Applied does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under these guarantee agreements.

Applied also has agreements with various banks to facilitate subsidiary banking operations worldwide, including overdraft arrangements, issuance of bank guarantees, and letters of credit. As of January 27, 2013, Applied Materials Inc. has provided parent guarantees to banks for approximately $102 million to cover these arrangements.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Legal Matters

Jusung

Applied has been engaged in several lawsuits and patent and administrative proceedings with Jusung Engineering Co., Ltd. and/or Jusung Pacific Co., Ltd. (Jusung) in Asia since 2003 involving technology used in manufacturing liquid crystal displays (LCDs). Applied believes that it has meritorious claims and defenses against Jusung that it intends to pursue vigorously.

In 2004, Applied filed a complaint for patent infringement against Jusung in the Hsinchu District Court in Taiwan seeking damages and a permanent injunction for infringement of a patent related to chemical vapor deposition (CVD) equipment. Jusung filed a counterclaim against Applied. On December 31, 2010, the Hsinchu District Court dismissed both actions, and appeals by both parties remain pending at the Taiwan Intellectual Property Court. Jusung unsuccessfully sought invalidation of Applied's CVD patent in the Taiwanese Intellectual Property Office (TIPO). In September 2010, the Taipei Supreme Administrative Court dismissed Jusung's appeal of the TIPO's decision. A second action filed by Jusung with the TIPO in 2009 seeking invalidation of Applied's CVD patent remains pending.

Korea Criminal Proceedings

In 2010, the Seoul Eastern District Court began hearings on indictments brought by the Seoul Prosecutor's Office for the Eastern District of Korea (the Prosecutor's Office) alleging that employees of several companies improperly received and used confidential information belonging to Samsung Electronics Co., Ltd. (Samsung), a major Applied customer based in Korea. The individuals charged included the former head of Applied Materials Korea (AMK), who at the time of the indictment was a vice president of Applied Materials, Inc., and certain other AMK employees. Neither Applied nor any of its subsidiaries was named as a party to the proceedings. Hearings on these matters concluded in November 2012 and the Court issued its decision on February 7, 2013. As part of the ruling, nine AMK employees (including the former head of AMK) were acquitted of all charges, while one AMK employee was found guilty on some of the charges and received a suspended jail sentence. The Prosecutor's Office has filed notices of appeal.

Other Matters

From time to time, Applied receives notification from third parties, including customers and suppliers, seeking indemnification, litigation support, payment of money or other actions by Applied in connection with claims made against them. In addition, from time to time, Applied receives notification from third parties claiming that Applied may be or is infringing or misusing their intellectual property or other rights. Applied also is subject to various other legal proceedings and claims, both asserted and unasserted, that arise in the ordinary course of business.

Although the outcome of the above-described matters or these claims and proceedings cannot be predicted with certainty, Applied does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition or results of operations.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 15	Industry Segment Operations

Applied’s four reportable segments are: Silicon Systems Group, Applied Global Services, Display, and Energy and Environmental Solutions. As defined under the accounting literature, Applied’s chief operating decision-maker are both the Chief Executive Officer and the President, who review operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment information is presented based upon Applied’s management organization structure as of January 27, 2013 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to Applied’s reportable segments.

Each reportable segment is separately managed and has separate financial results that are reviewed by Applied’s chief operating decision-maker. Each reportable segment contains closely related products that are unique to the particular segment. Segment operating income is determined based upon internal performance measures used by Applied’s chief operating decision-maker.

Applied derives the segment results directly from its internal management reporting system. The accounting policies Applied uses to derive reportable segment results are substantially the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics including orders, net sales and operating income. Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. Applied does not allocate to its reportable segments certain operating expenses that it manages separately at the corporate level, which include costs related to share-based compensation; certain management, finance, legal, human resources, and research, development and engineering functions provided at the corporate level; and unabsorbed information technology and occupancy. In addition, Applied does not allocate to its reportable segments restructuring and asset impairment charges and any associated adjustments related to restructuring actions, unless these charges or adjustments pertain to a specific reportable segment. Segment operating income excludes interest income/expense and other financial charges and income taxes. Management does not consider the unallocated costs in measuring the performance of the reportable segments.

The Silicon Systems Group segment includes semiconductor capital equipment for etch, rapid thermal processing, deposition, chemical mechanical planarization, metrology and inspection, wafer packaging, and ion implantation.

The Applied Global Services segment includes technically differentiated products and services to improve operating efficiency, reduce operating costs and lessen the environmental impact of semiconductor, display and solar customers’ factories. Applied Global Services’ products consist of spares, services, certain earlier generation products, remanufactured equipment, and products that have reached a particular stage in the product lifecycle. Customer demand for these products and services is fulfilled through a global distribution system with trained service engineers located in close proximity to customer sites.

The Display segment includes products for manufacturing LCDs, organic light-emitting diodes (OLEDs), and other display technologies for TVs, personal computers, tablets, smart phones, and other consumer-oriented devices.

The Energy and Environmental Solutions segment includes products for fabricating crystalline-silicon (c-Si) solar photovoltaic cells and modules, as well as high throughput roll-to-roll coating (web) systems for flexible electronics and other applications.

With the acquisition of Varian, Applied acquired ion implantation technology for c-Si solar cell manufacturing, which was recorded under the Silicon Systems Group segment in fiscal 2012. In fiscal 2013, Applied began marketing the solar implant products commercially through its Energy and Environmental Solutions segment. Accordingly, effective in the first quarter of fiscal 2013, Applied accounts for its solar implant products under the Energy and Environmental Solutions segment. The effect of the solar implant products was not material to the operations of either the Silicon Systems Group and Energy or Environmental Solutions segments.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Net sales and operating income (loss) for each reportable segment for the three months ended January 27, 2013 and January 29, 2012 were as follows:



	Net Sales		Operating Income (Loss)

	(In millions)
Three months ended January 27, 2013:
Silicon Systems Group	$	969	$	134
Applied Global Services	471		89
Display	87		3
Energy and Environmental Solutions	46		(54		)
Total Segment	$	1,573	$	172
Three months ended January 29, 2012:
Silicon Systems Group	$	1,344	$	271
Applied Global Services	534		107
Display	104		5
Energy and Environmental Solutions	207		(23		)
Total Segment	$	2,189	$	360

Operating results for the three months ended January 27, 2013 included restructuring charges and asset impairments as discussed in detail in Note 10, Restructuring Charges and Asset Impairments.

Reconciliations of total segment operating results to Applied consolidated totals for the three months ended January 27, 2013 and January 29, 2012 were as follows:



	Three Months Ended
	January 27, 2013			January 29, 2012


Total segment operating income	$	172		$	360
Corporate and unallocated costs	(129		)	(181		)
Restructuring charges and asset impairments	(4		)	—
Income from operations	$	39		$	179

Corporate and unallocated costs for the three months ended January 29, 2012 included deal costs and other acquisition-related costs related to the Varian acquisition of $36 million.

The following companies accounted for at least 10 percent of Applied’s net sales for the three months ended January 27, 2013, which were for products in multiple reportable segments.



	Percentage of Net Sales
Taiwan Semiconductor Manufacturing Company Limited	30	%
Samsung Electronics Co., Ltd.	16	%
Intel Corporation	10	%

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management's discussion and analysis is provided in addition to the accompanying consolidated condensed financial statements and notes to assist in understanding Applied's results of operations and financial condition. Financial information as of January 27, 2013 should be read in conjunction with the financial statements for the fiscal year ended October 28, 2012 contained in the Company's Form 10-K filed December 5, 2012.

All statements in this report and those made by the management of Applied, other than statements of historical fact, are forward-looking statements. Examples of forward-looking statements include those regarding Applied’s future financial or operating results, cash flows and cash deployment strategies, declaration of dividends, share repurchases, nature and impact of restructuring activities, business strategies, projected costs, products, competitive positions, management’s plans and objectives for future operations, research and development, acquisitions and joint ventures, growth opportunities, customers, working capital, liquidity, investment portfolio and policies, and legal proceedings and claims, as well as industry trends and outlooks. Forward-looking statements may contain words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “potential” and “continue,” the negative of these terms, or other comparable terminology. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof and include the assumptions that underlie such statements. Any expectations based on forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in Part II, Item 1A, “Risk Factors” below and elsewhere in this report. Other risks and uncertainties may be disclosed in Applied’s prior Securities and Exchange Commission (SEC) filings. These and many other factors could affect Applied’s future financial condition and operating results and could cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by Applied or on its behalf. Applied undertakes no obligation to revise or update any forward-looking statements.

Overview

Applied provides manufacturing equipment, services and software to the global semiconductor, flat panel display, solar photovoltaic (PV) and related industries. Applied’s customers include manufacturers of semiconductor wafers and chips, flat panel liquid crystal displays (LCDs), solar PV cells and modules, and other electronic devices. These customers may use what they manufacture in their own end products or sell the items to other companies for use in advanced electronic components. Applied operates in four reportable segments: Silicon Systems Group, Applied Global Services, Display, and Energy and Environmental Solutions. A summary of financial information for each reportable segment is found in Note 15 of Notes to Consolidated Condensed Financial Statements. A discussion of factors that could affect Applied’s operations is set forth under “Risk Factors” in Item 1A, which is incorporated herein by reference. Product development and manufacturing activities occur primarily in United States, Europe, Israel and Asia. Applied’s broad range of equipment and service products are highly technical and are sold primarily through a direct sales force.

Applied’s results historically have been driven primarily by worldwide demand for semiconductors, which in turn depends on end-user demand for electronic products. Each of Applied’s businesses is subject to highly cyclical industry conditions, as demand for manufacturing equipment and services can change depending on supply and demand for chips, LCDs, solar PVs and other electronic devices, as well as other factors, such as global economic and market conditions, and technological advances in fabrication processes. In light of this cyclicality, Applied's results can vary significantly year-over-year, as well as quarter-over-quarter.

Table of Contents

The following table presents certain significant measurements for the periods indicated:



	Three Months Ended									Change
	January 27, 2013			October 28, 2012			January 29, 2012			Q1 2013 over Q4 2012			Q1 2013 over Q1 2012

	(In millions, except per share amounts and percentages)
New orders	$	2,113		$	1,465		$	2,008		$	648		$	105
Net sales	$	1,573		$	1,646		$	2,189		$	(73	)	$	(616	)
Gross margin	$	582		$	586		$	786		$	(4	)	$	(204	)
Gross margin percent	37.0		%	35.6		%	35.9		%	1.4 points			1.1 points
Operating income	$	39		$	(499	)	$	179		$	538		$	(140	)
Operating margin percent	2.5		%	(30.3		)%	8.2		%	32.8 points			(5.7) points
Net income	$	34		$	(515	)	$	117		$	549		$	(83	)
Earnings per diluted share	$	0.03		$	(0.42	)	$	0.09		$	0.45		$	(0.06	)
Non-GAAP Adjusted Results
Non-GAAP adjusted gross margin	$	626		$	632		$	890		$	(6	)	$	(264	)
Non-GAAP adjusted gross margin percent	39.8		%	38.4		%	40.7		%	1.4 points			(0.9) points
Non-GAAP adjusted operating income