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Table of Contents

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 July 30, 2017
or

¨
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, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filer þ
 
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
 
Smaller reporting company ¨
 
 
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 July 30, 2017: 1,066,487,165

Table of Contents

APPLIED MATERIALS, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 30, 2017
TABLE OF CONTENTS
 
 
 
Page
 
PART I. FINANCIAL INFORMATION
 
Item 1:    
 
 
 
 
 
 
Item 2:    
Item 3:    
Item 4:    
 
 
 
 
PART II. OTHER INFORMATION
 
Item 1:    
Item 1A:
Item 2:    
Item 6:    
 
    


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
 
Three Months Ended
 
Nine Months Ended
 
July 30,
2017
 
July 31,
2016
 
July 30,
2017
 
July 31,
2016
 
 
 
 
 
 
 
 
 
(Unaudited)
Net sales
$
3,744

 
$
2,821

 
$
10,568

 
$
7,528

Cost of products sold
2,044

 
1,629

 
5,823

 
4,416

Gross profit
1,700

 
1,192

 
4,745

 
3,112

Operating expenses:
 
 
 
 
 
 
 
Research, development and engineering
454

 
386

 
1,308

 
1,146

Marketing and selling
117

 
107

 
351

 
315

General and administrative
106

 
103

 
316

 
276

Total operating expenses
677

 
596

 
1,975

 
1,737

Income from operations
1,023

 
596

 
2,770

 
1,375

Interest expense
59

 
38

 
141

 
117

Interest and other income, net
14

 
6

 
28

 
15

Income before income taxes
978

 
564

 
2,657

 
1,273

Provision for income taxes
53

 
59

 
205

 
162

Net income
$
925

 
$
505

 
$
2,452

 
$
1,111

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.86

 
$
0.47

 
$
2.28

 
$
1.00

Diluted
$
0.85

 
$
0.46

 
$
2.26

 
$
0.99

Weighted average number of shares:
 
 
 
 
 
 
 
Basic
1,071

 
1,083

 
1,076

 
1,115

Diluted
1,083

 
1,093

 
1,087

 
1,123

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
 
Three Months Ended
 
Nine Months Ended
 
July 30,
2017
 
July 31,
2016
 
July 30,
2017
 
July 31,
2016
 
 
 
 
 
 
 
 
 
(Unaudited)
Net income
$
925

 
$
505

 
$
2,452

 
$
1,111

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Change in unrealized net gain on investments
10

 
17

 
25

 
21

Change in unrealized net loss on derivative instruments
1

 
(9
)
 
1

 
(16
)
Change in defined and postretirement benefit plans
(2
)
 
—

 
(12
)
 
—

Other comprehensive income, net of tax
9

 
8

 
14

 
5

Comprehensive income
$
934

 
$
513

 
$
2,466

 
$
1,116

See accompanying Notes to Consolidated Condensed Financial Statements.



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APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions)
 
July 30,
2017
 
October 30,
2016
 
 
 
 
 
 
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
5,278

 
$
3,406

Short-term investments
1,953

 
343

Accounts receivable, net
2,258

 
2,279

Inventories
2,876

 
2,050

Other current assets
366

 
275

Total current assets
12,731

 
8,353

Long-term investments
1,059

 
929

Property, plant and equipment, net
996

 
937

Goodwill
3,357

 
3,316

Purchased technology and other intangible assets, net
461

 
575

Deferred income taxes and other assets
474

 
460

Total assets
$
19,078

 
$
14,570

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
Accounts payable, notes payable and accrued expenses
$
2,255

 
$
2,256

Customer deposits and deferred revenue
2,116

 
1,376

Total current liabilities
4,371

 
3,632

Long-term debt
5,303

 
3,125

Other liabilities
688

 
596

Total liabilities
10,362

 
7,353

Stockholders’ equity:
 
 
 
Common stock
11

 
11

Additional paid-in capital
6,950

 
6,809

Retained earnings
17,383

 
15,252

Treasury stock
(15,527
)
 
(14,740
)
Accumulated other comprehensive loss
(101
)
 
(115
)
Total stockholders’ equity
8,716

 
7,217

Total liabilities and stockholders’ equity
$
19,078

 
$
14,570

Amounts as of July 30, 2017 are unaudited. Amounts as of October 30, 2016 are derived from the October 30, 2016 audited consolidated financial statements.
See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
 
Common Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Treasury Stock
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Nine Months Ended July 30, 2017
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Unaudited)
Balance at October 30, 2016
1,078

 
$
11

 
$
6,809

 
$
15,252

 
889

 
$
(14,740
)
 
$
(115
)
 
$
7,217

Net income
—

 
—

 
—

 
2,452

 
—

 
—

 
—

 
2,452

Other comprehensive income, net of tax
—

 
—

 
—

 
—

 
—

 
—

 
14

 
14

Dividends
—

 
—

 
—

 
(321
)
 
—

 
—

 
—

 
(321
)
Share-based compensation
—

 
—

 
162

 
—

 
—

 
—

 
—

 
162

Issuance under stock plans, net of a tax benefit of $51 and other
8

 
—

 
(21
)
 
—

 
—

 
—

 
—

 
(21
)
Common stock repurchases
(20
)
 
—

 
—

 
—

 
20

 
(787
)
 
—

 
(787
)
Balance at July 30, 2017
1,066

 
$
11

 
$
6,950

 
$
17,383

 
909

 
$
(15,527
)
 
$
(101
)
 
$
8,716

 
Common Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Treasury Stock
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Nine Months Ended July 31, 2016
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Unaudited)
Balance at October 25, 2015
1,160

 
$
11

 
$
6,575

 
$
13,967

 
793

 
$
(12,848
)
 
$
(92
)
 
$
7,613

Net income
—

 
—

 
—

 
1,111

 
—

 
—

 
—

 
1,111

Other comprehensive loss, net of tax
—

 
—

 
—

 
—

 
—

 
—

 
5

 
5

Dividends
—

 
—

 
—

 
(328
)
 
—

 
—

 
—

 
(328
)
Share-based compensation
—

 
—

 
150

 
—

 
—

 
—

 
—

 
150

Issuance under stock plans, net of a tax benefit of $18 and other
11

 
—

 
(11
)
 
—

 
—

 
—

 
—

 
(11
)
Common stock repurchases
(90
)
 
—

 
—

 
—

 
90

 
(1,721
)
 
—

 
(1,721
)
Balance at July 31, 2016
1,081

 
$
11

 
$
6,714

 
$
14,750

 
883

 
$
(14,569
)
 
$
(87
)
 
$
6,819


See accompanying Notes to Consolidated Condensed Financial Statements.



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APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
 
Nine Months Ended
 
July 30,
2017
 
July 31,
2016
 
 
 
 
 
(Unaudited)
Cash flows from operating activities:
 
 
 
Net income
$
2,452

 
$
1,111

Adjustments required to reconcile net income to cash provided by operating activities:
 
 
 
Depreciation and amortization
302

 
289

Share-based compensation
162

 
150

Excess tax benefits from share-based compensation
(51
)
 
(18
)
Deferred income taxes
6

 
14

Other
15

 
20

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
26

 
(112
)
Inventories
(825
)
 
(192
)
Other current and non-current assets
(114
)
 
52

Accounts payable and accrued expenses
153

 
(84
)
Customer deposits and deferred revenue
740

 
399

Income taxes payable
13

 
38

Other liabilities
31

 
2

Cash provided by operating activities
2,910

 
1,669

Cash flows from investing activities:
 
 
 
Capital expenditures
(221
)
 
(165
)
Cash paid for acquisitions, net of cash acquired
(56
)
 
(5
)
Proceeds from sales and maturities of investments
1,822

 
681

Purchases of investments
(3,542
)
 
(947
)
Cash used in investing activities
(1,997
)
 
(436
)
Cash flows from financing activities:
 
 
 
Debt borrowings, net of issuance costs
2,176

 
—

Debt repayments
(205
)
 
(1,207
)
Proceeds from common stock issuances
47

 
44

Common stock repurchases
(787
)
 
(1,721
)
Excess tax benefits from share-based compensation
51

 
18

Payments of dividends to stockholders
(323
)
 
(336
)
Cash provided by (used in) financing activities
959

 
(3,202
)
Increase (decrease) in cash and cash equivalents
1,872

 
(1,969
)
Cash and cash equivalents — beginning of period
3,406

 
4,797

Cash and cash equivalents — end of period
$
5,278

 
$
2,828

Supplemental cash flow information:
 
 
 
Cash payments for income taxes
$
168

 
$
144

Cash refunds from income taxes
$
17

 
$
104

Cash payments for interest
$
110

 
$
110


See accompanying Notes to Consolidated Condensed Financial Statements.

7
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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 30, 2016 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 30, 2016 (2016 Form 10-K). Applied’s results of operations for the three and nine months ended July 30, 2017 are not necessarily indicative of future operating results. Applied’s fiscal year ends on the last Sunday in October of each year. Fiscal 2017 and 2016 contain 52 weeks and 53 weeks, respectively, and the first nine months of fiscal 2017 and 2016 contained 39 weeks and 40 weeks, respectively.
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 or delivery, Applied recognizes revenue upon passage of title 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 or delivery, 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.
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.


8
Table of Contents
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



Recent Accounting Pronouncements
Accounting Standards Adopted
Debt Issuance Costs. In April 2015, the Financial Accounting Standard Board (FASB) issued authoritative guidance that requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. Effective in the first quarter of fiscal 2017, Applied adopted the authoritative guidance retrospectively. The adoption of this guidance did not have a significant impact on Applied’s consolidated financial statements. See Note 10 of Notes to Consolidated Condensed Financial Statements for additional discussion.
Fair Value Disclosures. In May 2015, the FASB issued authoritative guidance to remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The new guidance also removes the requirement of certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The guidance became effective for Applied in the first quarter of fiscal 2017, with retrospective application. The adoption of this guidance only impacts disclosures in Applied’s annual consolidated financial statements.
Intangibles: Internal-Use Software. In April 2015, the FASB issued authoritative guidance for customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This guidance did not change accounting for service contracts. Applied adopted this guidance effective in the first quarter of fiscal 2017 prospectively to all arrangements entered into or materially modified after the effective date. The adoption of this guidance did not have a significant impact on Applied’s consolidated financial statements.
Accounting Standards Not Yet Adopted
Share-Based Compensation: Modification Accounting. In May 2017, the FASB issued an update to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. This authoritative guidance will be applied prospectively to awards modified following adoption and will be effective for Applied in the first quarter of fiscal 2019 with early adoption permitted. The impact of the adoption of this guidance will depend on whether the Company makes any future modifications of share-based payment awards.
Receivables: Nonrefundable Fees and Other Costs. In March 2017, the FASB issued authoritative guidance that will shorten the amortization period for certain callable debt securities held at a premium to the earliest call date to more closely align with expectations incorporated in market pricing. This authoritative guidance will be effective for Applied in the first quarter of fiscal 2020 on a modified retrospective basis, with early adoption permitted. Applied is currently evaluating the impact of adopting this new accounting guidance on Applied's consolidated financial statements.
Retirement Benefits. In March 2017, the FASB issued authoritative guidance which requires companies to present the service cost component of net benefit cost in the same line items in which they report compensation cost. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2019 on a retrospective basis, with early adoption permitted. The adoption of this guidance is only expected to result in reclassification of other components of net benefit costs outside of income from operations and is not expected to have a significant impact on Applied's consolidated financial statements.
Goodwill Impairment. In January 2017, the FASB issued authoritative guidance that simplifies the process required to test goodwill for impairment. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2021. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Applied’s consolidated financial statements.
Income Taxes: Intra-Entity Asset Transfers. In October 2016, the FASB issued authoritative guidance that requires entities to recognize at the transaction date the income tax consequences of intercompany asset transfers other than inventory. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2019, with early adoption permitted. Applied is currently evaluating the effect of this new guidance on Applied’s consolidated financial statements.

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APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



Classification of Certain Cash Receipts and Cash Payments. In August 2016, a new authoritative guidance was issued which addresses classification of certain cash receipts and cash payments related to the statement of cash flows. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2019. The adoption of this guidance is not expected to have a significant impact on Applied’s consolidated financial statements.
Financial Instruments: Credit Losses. In June 2016, the FASB issued authoritative guidance that modifies the impairment model for certain financial assets by requiring use of an expected loss methodology, which will result in more timely recognition of credit losses. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2021. Early adoption is permitted beginning in the first quarter of fiscal 2020. Applied is currently evaluating the effect of this new guidance on Applied’s consolidated financial statements.
Share-Based Compensation. In March 2016, the FASB issued authoritative guidance that simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2018. Upon adoption, Applied will elect to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. The new standard will result in the recognition of excess tax benefits in provision for income taxes rather than paid-in capital prospectively, which is expected to increase volatility in Applied’s results of operations. Applied will elect to apply the presentation requirements for cash flows related to excess tax benefits retrospectively. The presentation requirements for cash flows related to employee taxes paid for withheld shares will be presented as a financing activity retrospectively, as required. Applied expects cash flow from operations to increase, with a corresponding decrease in cash flow from financing activity as a result of the changes in the cash flow presentation.
Leases. In February 2016, the FASB issued authoritative guidance for lease accounting, which requires lessees to recognize lease assets and liabilities on the balance sheet for certain lease arrangements that are classified as operating leases under the previous standard, and to provide for enhanced disclosures. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2020 and should be applied using a modified retrospective approach. Early adoption is permitted. Applied is currently evaluating the effect of this new guidance on Applied’s consolidated financial statements.
Financial Instruments: Classification and Measurement. In January 2016, the FASB issued authoritative guidance that requires equity investments that do not result in consolidation, and are not accounted for under the equity method, to be measured at fair value, and requires recognition of any changes in fair value in net income unless the investments qualify for a new practicability exception. For financial liabilities measured at fair value, the change in fair value caused by a change in instrument-specific credit risk will be required to be presented separately in other comprehensive income. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2019. Early adoption is permitted only for the provisions related to the recognition of changes in fair value of financial liabilities caused by instrument-specific credit risk. Applied is currently evaluating the effect of this new guidance on Applied’s consolidated financial statements.
Inventory Measurement. In July 2015, the FASB issued authoritative guidance that requires inventory to be measured at the lower of cost and net realizable value instead of at lower of cost or market. This guidance does not apply to inventory that is measured using last-in, first out (LIFO) or the retail inventory method but applies to all other inventory including those measured using first-in, first-out (FIFO) or the average cost method. Applied will adopt this authoritative guidance in the first quarter of fiscal 2018 prospectively to measurement of inventory after the effective date. The adoption of this guidance is not expected to have a significant impact on Applied's consolidated financial statements.
Revenue Recognition. In May 2014, the FASB issued authoritative guidance that requires revenue recognition to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This new standard will supersede most current revenue recognition guidance, including industry-specific guidance. Entities will have the option of using either a full retrospective or modified retrospective approach to adopting the guidance. Under the modified approach, an entity would recognize the cumulative effect of initially applying the guidance with an adjustment to the opening balance of retained earnings in the period of adoption. In addition, the modified approach will require additional disclosures. In August 2015, the FASB issued an amendment to defer the effective date by one year and allow entities to early adopt no earlier than the original effective date. With this amendment, the guidance will be effective for Applied in the first quarter of fiscal 2019, which is the Company’s planned adoption date. In fiscal 2016, Applied established a project steering committee and cross-functional implementation team to identify potential differences that would result from applying the requirements of the new standard to Applied’s revenue contracts. In addition, the implementation team is also responsible for identifying and implementing changes to business processes, systems and controls to support recognition and disclosure under the new standard. Applied is continuing to evaluate the effect of this new guidance on Applied’s financial position, results of operations and its ongoing financial reporting, including the selection of a transition method.


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APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



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 plan 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
 
Nine Months Ended
 
July 30,
2017
 
July 31,
2016
 
July 30,
2017
 
July 31,
2016
 
 
 
 
 
 
 
 
 
(In millions, except per share amounts)
Numerator:
 
 
 
 
 
 
 
Net income
$
925

 
$
505

 
$
2,452

 
$
1,111

Denominator:
 
 
 
 
 
 
 
Weighted average common shares outstanding
1,071

 
1,083

 
1,076

 
1,115

Effect of dilutive stock options, restricted stock units and employee stock purchase plan shares
12

 
10

 
11

 
8

Denominator for diluted earnings per share
1,083

 
1,093

 
1,087

 
1,123

Basic earnings per share
$
0.86

 
$
0.47

 
$
2.28

 
$
1.00

Diluted earnings per share
$
0.85

 
$
0.46

 
$
2.26

 
$
0.99

Potentially dilutive securities
—

 
—

 
—

 
—


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

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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:
 
July 30, 2017
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair  Value
 
 
 
 
 
 
 
 
 
(In millions)
Cash
$
1,123

 
$
—

 
$
—

 
$
1,123

Cash equivalents:
 
 
 
 
 
 
 
Money market funds
3,055

 
—

 
—

 
3,055

Municipal securities
437

 
—

 
—

 
437

Commercial paper, corporate bonds and medium-term notes
663

 
—

 
—

 
663

Total Cash equivalents
4,155

 
—

 
—

 
4,155

Total Cash and Cash equivalents
$
5,278

 
$
—

 
$
—

 
$
5,278

Short-term and long-term investments:
 
 
 
 
 
 
 
U.S. Treasury and agency securities
$
628

 
$
—

 
$
1

 
$
627

Non-U.S. government securities*
159

 
—

 
—

 
159

Municipal securities
893

 
1

 
—

 
894

Commercial paper, corporate bonds and medium-term notes
840

 
—

 
—

 
840

Asset-backed and mortgage-backed securities
316

 
—

 
—

 
316

Total fixed income securities
2,836

 
1

 
1

 
2,836

Publicly traded equity securities
24

 
76

 
—

 
100

Equity investments in privately-held companies
76

 
—

 
—

 
76

Total short-term and long-term investments
$
2,936

 
$
77

 
$
1

 
$
3,012

Total Cash, Cash equivalents and Investments
$
8,214

 
$
77

 
$
1

 
$
8,290

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


12
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APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



October 30, 2016
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair  Value
 
 
 
 
 
 
 
 
 
(In millions)
Cash
$
1,103

 
$
—

 
$
—

 
$
1,103

Cash equivalents:
 
 
 
 
 
 
 
Money market funds
1,889

 
—

 
—

 
1,889

U.S. Treasury and agency securities
10

 
—

 
—

 
10

Non-U.S. government securities*
10

 
—

 
—

 
10

Municipal securities
253

 
—

 
—

 
253

Commercial paper, corporate bonds and medium-term notes
141

 
—

 
—

 
141

Total Cash equivalents
2,303

 
—

 
—

 
2,303

Total Cash and Cash equivalents
$
3,406

 
$
—

 
$
—

 
$
3,406

Short-term and long-term investments:
 
 
 
 
 
 
 
U.S. Treasury and agency securities
$
195

 
$
—

 
$
—

 
$
195

Non-U.S. government securities*
5

 
—

 
—

 
5

Municipal securities
408

 
—

 
—

 
408

Commercial paper, corporate bonds and medium-term notes
273

 
1

 
—

 
274

Asset-backed and mortgage-backed securities
253

 
1

 
1

 
253

Total fixed income securities
1,134

 
2

 
1

 
1,135

Publicly traded equity securities
26

 
44

 
3

 
67

Equity investments in privately-held companies
70

 
—

 
—

 
70

Total short-term and long-term investments
$
1,230

 
$
46

 
$
4

 
$
1,272

Total Cash, Cash equivalents and Investments
$
4,636

 
$
46

 
$
4

 
$
4,678

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

 Maturities of Investments
The following table summarizes the contractual maturities of Applied’s investments at July 30, 2017:
 
 
Cost
 
Estimated
Fair  Value
 
 
 
 
 
(In millions)
Due in one year or less
$
1,927

 
$
1,927

Due after one through five years
593

 
593

No single maturity date**
416

 
492

 
$
2,936

 
$
3,012

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


13
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APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



Gains and Losses on Investments
During the three and nine months ended July 30, 2017 and July 31, 2016, gross realized gains and losses on investments were not material.
At July 30, 2017 and October 30, 2016, 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 is 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 fixed-income securities at July 30, 2017 and July 31, 2016 were temporary in nature and therefore it did not recognize any impairment of its marketable fixed-income securities during the three and nine months ended July 30, 2017 or July 31, 2016. Impairment charges on equity investments in privately-held companies during the three and nine months ended July 30, 2017 and July 31, 2016 were not material. These impairment charges are included in interest and other income, net in the Consolidated Condensed Statement of Operations.
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 whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
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 consist 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 July 30, 2017, 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.


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APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



Assets Measured at Fair Value on a Recurring Basis
Financial assets (excluding cash balances) measured at fair value on a recurring basis are summarized below:
 
 
July 30, 2017
 
October 30, 2016
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions)
Assets:
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
3,055

 
$
—

 
$
3,055

 
$
1,889

 
$
—

 
$
1,889

U.S. Treasury and agency securities
149

 
478

 
627

 
107

 
98

 
205

Non-U.S. government securities
—

 
159

 
159

 
—

 
15

 
15

Municipal securities
—

 
1,331

 
1,331

 
—

 
661

 
661

Commercial paper, corporate bonds and medium-term notes
—

 
1,503

 
1,503

 
—

 
415

 
415

Asset-backed and mortgage-backed securities
—

 
316

 
316

 
—

 
253

 
253

Publicly traded equity securities
100

 
—

 
100

 
67

 
—

 
67

Total
$
3,304

 
$
3,787

 
$
7,091

 
$
2,063

 
$
1,442

 
$
3,505

There were no transfers between Level 1 and Level 2 fair value measurements during the three and nine months ended July 30, 2017 or July 31, 2016. Applied did not have any financial assets measured at fair value on a recurring basis within Level 3 fair value measurements as of July 30, 2017 or October 30, 2016.
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 July 30, 2017, equity investments in privately-held companies totaled $76 million, of which $67 million of these investments were accounted for under the cost method of accounting and $9 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 30, 2016, equity investments in privately-held companies totaled $70 million, of which $62 million of these investments were accounted for under the cost method of accounting and $8 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. Impairment charges on equity investments in privately-held companies during the three and nine months ended July 30, 2017 and July 31, 2016 were not material.
Other
The carrying amounts of Applied’s financial instruments, including cash and cash equivalents, accounts receivable, notes payable - short term, and accounts payable and accrued expenses, approximate fair value due to their short maturities. At July 30, 2017, the carrying amount of long-term debt was $5.3 billion and the estimated fair value was $5.8 billion. At October 30, 2016, the carrying amount of long-term debt was $3.1 billion and the estimated fair value was $3.5 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. See Note 10 of the Notes to the Consolidated Condensed Financial Statements for further detail of existing debt.

15
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APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



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 the Japanese yen, euro, Israeli shekel and Taiwanese dollar. 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 within 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.
During fiscal 2015, Applied entered into and settled a series of forward-starting interest rate swap agreements, with a total notional amount of $600 million to hedge against the variability of cash flows due to changes in the benchmark interest rate of fixed rate debt. These instruments were designated as cash flow hedges at inception and settled in conjunction with the issuance of debt in September 2015. The loss from the settlement of the interest rate swap agreement which was included in accumulated other comprehensive income (AOCI) in stockholders’ equity is being amortized to interest expense over the term of the senior unsecured 10-year notes issued in September 2015.
During the second quarter of fiscal 2017, Applied entered into and settled interest rate lock agreements, with a total notional amount of $700 million to hedge against the variability of cash flows due to changes in the benchmark interest rate of fixed rate debt. These instruments were designated as cash flow hedges at inception and settled in conjunction with the issuance of debt in March 2017. The $14 million loss from the settlement of the interest rate lock agreement which was included in AOCI in stockholders’ equity is being amortized to interest expense over the term of the senior unsecured 10-year notes issued in March 2017.
Applied does not use derivative financial instruments for trading or speculative purposes. Derivative instruments and hedging activities, including foreign currency exchange and interest rate 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 foreign exchange derivatives 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 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 foreign exchange derivative instruments included in AOCI at July 30, 2017 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 earnings. 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 and nine months ended July 30, 2017 and July 31, 2016.
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 foreign exchange derivative instruments at July 30, 2017 and October 30, 2016 were not material.



16
Table of Contents
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



The effects of derivative instruments and hedging activities on the Consolidated Condensed Statements of Operations were as follows:
 
 
 
Three Months Ended
 
 
 
July 30, 2017
 
July 31, 2016
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
 
$
6

 
$
1

 
$
—

 
$
(26
)
 
$
(13
)
 
$
1

Foreign exchange contracts
General and administrative
 
—

 
3

 
(1
)
 
—

 
1

 
(1
)
Interest rate contracts
Interest expense
 
—

 
(1
)
 
—

 
—

 
(1
)
 
—

Total
 
 
$
6

 
$
3

 
$
(1
)
 
$
(26
)
 
$
(13
)
 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
July 30, 2017
 
July 31, 2016
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
 
$
24

 
$
7

 
$
(3
)
 
$
(49
)
 
$
(21
)
 
$
1

Foreign exchange contracts
General and administrative
 
—

 
3

 
(2
)
 
—

 
(1
)
 
(2
)
Interest rate contracts
Interest expense
 
(14
)
 
(2
)
 
—

 
—

 
(1
)
 
—

Total
 
 
$
10

 
$
8

 
$
(5
)
 
$
(49
)
 
$
(23
)
 
$
(1
)
 
 
 
Amount of Gain or (Loss) 
Recognized in Income
 
 
Three Months Ended
 
Nine Months Ended
Location of Gain or
(Loss) Recognized
in Income
 
July 30, 2017
 
July 31,
2016
 
July 30, 2017
 
July 31,
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions)
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
General and administrative
 
$
9

 
$
(31
)
 
34

 
(67
)
Total
 
 
$
9

 
$
(31
)
 
$
34

 
$
(67
)
 

17
Table of Contents
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



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 July 30, 2017.
Entering into derivative contracts with banks exposes Applied to credit-related losses in the event of the banks’ nonperformance. However, Applied’s exposure is not considered significant.


Note 6
Accounts Receivable, Net
Applied has agreements with various financial institutions to sell accounts receivable and discount promissory notes from selected customers. Applied sells its accounts receivable without recourse. Applied, from time to time, also discounts letters of credit issued by customers through various financial institutions. The 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.
Applied sold $211 million and $360 million of accounts receivable during the three and nine months ended July 30, 2017, respectively. Applied sold $57 million accounts receivable during the three and nine months ended July 31, 2016. Applied did not discount letters of credit issued by customers or discount promissory notes during the three and nine months ended July 30, 2017 and July 31, 2016. 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 $51 million at July 30, 2017 and October 30, 2016. Applied sells its products principally to manufacturers within the semiconductor and display industries. While Applied believes that its allowance for doubtful accounts is adequate and represents its best estimate as of July 30, 2017, it continues to closely monitor customer liquidity and industry and economic conditions, which may result in changes to Applied’s estimates.


18
Table of Contents
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



Note 7
Balance Sheet Detail
 
 
July 30,
2017
 
October 30,
2016
 
 
 
 
 
(In millions)
Inventories
 
 
 
Customer service spares
$
520

 
$
452

Raw materials
634

 
474

Work-in-process
466

 
393

Finished goods
1,256

 
731

 
$
2,876

 
$
2,050

 
Included in finished goods inventory are $347 million at July 30, 2017, and $190 million at October 30, 2016, 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 $255 million and $197 million of evaluation inventory at July 30, 2017 and October 30, 2016, respectively.
 
July 30,
2017
 
October 30,
2016
 
 
 
 
 
(In millions)
Other Current Assets
 
 
 
Prepaid income taxes and income taxes receivable
$
82

 
$
87

Prepaid expenses and other
284

 
188

 
$
366

 
$
275


 
Useful Life
 
July 30,
2017
 
October 30,
2016
 
 
 
 
 
 
 
(In years)
 
(In millions)
Property, Plant and Equipment, Net
 
 
 
Land and improvements
 
 
$
159

 
$
159

Buildings and improvements
3-30
 
1,284

 
1,261

Demonstration and manufacturing equipment
3-5
 
1,112

 
992

Furniture, fixtures and other equipment
3-15
 
581

 
547

Construction in progress
 
 
111

 
84

Gross property, plant and equipment
 
 
3,247

 
3,043

Accumulated depreciation
 
 
(2,251
)
 
(2,106
)
 
 
 
$
996

 
$
937



19
Table of Contents
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



 
July 30,
2017
 
October 30,
2016
 
 
 
 
 
(In millions)
Accounts Payable, Notes Payable and Accrued Expenses
 
 
 
Accounts payable
$
935

 
$
813

Notes payable, short-term
—

 
200

Compensation and employee benefits
594

 
517

Warranty
192

 
153

Dividends payable
107

 
108

Income taxes payable
12

 
101

Other accrued taxes
41

 
50

Interest payable
59

 
31

Other
315

 
283

 
$
2,255

 
$
2,256

 
 
July 30,
2017
 
October 30,
2016
 
 
 
 
 
(In millions)
Customer Deposits and Deferred Revenue
 
 
 
Customer deposits
$
408

 
$
471

Deferred revenue
1,708

 
905

 
$
2,116

 
$
1,376

 
Applied typically receives deposits on future deliverables from customers in the Display and Adjacent Markets segment and, in certain instances, may also receive deposits from customers in the Applied Global Services segment.
 
July 30,
2017
 
October 30,
2016
 
 
 
 
 
(In millions)
Other Liabilities
 
 
 
Deferred income taxes
$
8

 
$
1

Income taxes payable
389

 
337

Defined and postretirement benefit plans
193

 
182

Other
98

 
76

 
$
688

 
$
596


20
Table of Contents
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



Note 8
Business Combinations
During the first nine months of fiscal 2017, Applied completed two acquisitions to complement Applied's existing product offerings and to provide opportunities for future growth within Applied's Display and Adjacent Markets segment.
Pro forma results of operations for these acquisitions have not been presented because they are not material to Applied's consolidated results of operations. The acquired businesses are included in the results for the Display and Adjacent Markets segment.
The following table represents the preliminary aggregated purchase price allocation for acquisitions completed in the nine months ended July 30, 2017:
 
 
Estimated Fair Values
 
 
(In millions)
 
 
 
Fair value of net assets acquired
 
$
17

Goodwill
 
44

Purchased technology
 
31

Purchase price allocated
 
$
92

Intangible assets are being amortized on a straight-line basis over an estimated weighted-average useful life of 3.5 years. Total transaction costs related to these acquisitions were not material and were expensed as incurred in general and administrative expenses in the Consolidated Condensed Statement of Operations.


Note 9
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 considers 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, Applied then performs 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. Applied determines the fair value of each of its reporting units based on a weighting of income and market approaches. 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 determines that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, Applied would record an impairment charge equal to the difference.
As of July 30, 2017, Applied’s reporting units include Transistor and Interconnect Group, Patterning and Packaging Group, and Imaging and Process Control Group, which combine to form the Semiconductor Systems reporting segment, Applied Global Services, and Display and Adjacent Markets.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



The evaluation of goodwill and intangible assets 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 future analyses are lower than current estimates, a material impairment charge may result at that time.
Details of goodwill and other indefinite-lived intangible assets as of July 30, 2017 and October 30, 2016 were as follows:
 
 
July 30, 2017
 
October 30, 2016
 
Goodwill
 
Other
Intangible
Assets
 
Total
 
Goodwill
 
Other
Intangible
Assets
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions)
Semiconductor Systems
$
2,151

 
$
—

 
$
2,151

 
$
2,151

 
$
—

 
$
2,151

Applied Global Services
1,007

 
—

 
1,007

 
1,010

 
5

 
1,015

Display and Adjacent Markets
199

 
18

 
217

 
155

 
20

 
175

Carrying amount
$
3,357

 
$
18

 
$
3,375

 
$
3,316

 
$
25

 
$
3,341

From time to time, Applied makes acquisitions of companies related to existing or new markets for Applied. During the first nine months of fiscal 2017, goodwill increased by $41 million primarily due to acquisitions completed in the first nine months of fiscal 2017. See Note 8, Business Combinations, for further details.
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 taking into account 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.
A summary of Applied’s purchased technology and intangible assets is set forth below:
 
July 30,
2017
 
October 30,
2016
 
 
 
 
 
(In millions)
Purchased technology, net
$
315

 
$
409

Intangible assets - finite-lived, net
128

 
141

Intangible assets - indefinite-lived
18

 
25

Total
$
461

 
$
575

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.
 

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APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



Details of finite-lived intangible assets were as follows:
 
 
July 30, 2017
 
October 30, 2016
 
Purchased
Technology
 
Other
Intangible
Assets
 
Total
 
Purchased
Technology
 
Other
Intangible
Assets
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
(In millions)
Gross carrying amount:
 
 
 
 
 
 
 
 
 
 
 
Semiconductor Systems
$
1,449

 
$
252

 
$
1,701

 
$
1,449

 
$
252

 
$
1,701

Applied Global Services
33

 
44

 
77

 
28

 
44

 
72

Display and Adjacent Markets
146

 
38

 
184

 
115

 
36

 
151

Corporate and Other
—

 
9

 
9

 
1

 
9

 
10

Gross carrying amount
$
1,628

 
$
343

 
$
1,971

 
$
1,593

 
$
341

 
$
1,934

Accumulated amortization:
 
 
 
 
 
 
 
 
 
 
 
Semiconductor Systems
$
(1,169
)
 
$
(127
)
 
$
(1,296
)
 
$
(1,043
)
 
$
(113
)
 
$
(1,156
)
Applied Global Services
(28
)
 
(44
)
 
(72
)
 
(27
)
 
(44
)
 
(71
)
Display and Adjacent Markets
(116
)
 
(35
)
 
(151
)
 
(113
)
 
(34
)
 
(147
)
Corporate and Other
—

 
(9
)
 
(9
)
 
(1
)
 
(9
)
 
(10
)
Accumulated amortization
$
(1,313
)
 
$
(215
)
 
$
(1,528
)
 
$
(1,184
)
 
$
(200
)
 
$
(1,384
)
Carrying amount
$
315

 
$
128

 
$
443

 
$
409

 
$
141

 
$
550

Details of amortization expense by segment were as follows:
 
Three Months Ended
 
Nine Months Ended
 
July 30,
2017
 
July 31,
2016
 
July 30,
2017
 
July 31,
2016
 
 
 
 
 
 
 
 
 
(In millions)
Semiconductor Systems
$
46

 
$
47

 
$
138

 
$
139

Applied Global Services
—

 
—

 
1

 
1

Display and Adjacent Markets
3

 
—

 
4

 
—

Corporate & Other
—

 
—

 
—

 
2

Total
$
49

 
$
47

 
$
143

 
$
142

Amortization expense was charged to the following categories:
 
Three Months Ended
 
Nine Months Ended
 
July 30,
2017
 
July 31,
2016
 
July 30,
2017
 
July 31,
2016
 
 
 
 
 
 
 
 
 
(In millions)
Cost of products sold
$
44

 
$
42

 
$
128

 
$
126

Research, development and engineering
—

 
—

 
1

 
1

Marketing and selling
5

 
5

 
14

 
15

Total
$
49

 
$
47

 
$
143

 
$
142


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APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



As of July 30, 2017, future estimated amortization expense is expected to be as follows: 
 
Amortization
Expense
 
(In millions)
2017 (remaining 3 months)
$
49

2018
194

2019
53

2020
48

2021
36

Thereafter
63

Total
$
443



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APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



Note 10
Borrowing Facilities and 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 September 2020. This agreement provides for borrowings in United States dollars at interest rates keyed to one of various benchmark rates selected by Applied for each advance, plus a margin based on Applied’s public debt rating and includes financial and other covenants. Remaining credit facilities in the amount of approximately $72 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 July 30, 2017 and October 30, 2016, and Applied has not utilized these credit facilities.
In March 2017, Applied issued senior unsecured notes in the aggregate principal amount of $2.2 billion and used a portion of the net proceeds to redeem the outstanding $200 million in principal amount of its 7.125% senior notes due in October 2017 at a redemption price of $205 million in May 2017. After adjusting for the carrying value of debt issuance costs and discounts, Applied recorded a $5 million loss on the prepayment of the $200 million debt, which is included in interest and other income, net in the Consolidated Condensed Statement of Operations for the third quarter of fiscal 2017.
Debt outstanding as of July 30, 2017 and October 30, 2016 was as follows:
 
 
Principal Amount
 
 
 
 
 
July 30,
2017
 
October 30,
2016
 
Effective
Interest Rate
 
Interest
Pay Dates
 
 
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Short-term debt:
 
 
 
 
 
 
 
7.125% Senior Notes Due 2017
$
—

 
$
200

 
7.190%
 
April 15, October 15
Total short-term debt
—

 
200

 
 
 
 
Long-term debt:
 
 
 
 
 
 
 
2.625% Senior Notes Due 2020
600

 
600

 
2.640%
 
April 1, October 1
4.300% Senior Notes Due 2021
750

 
750

 
4.326%
 
June 15, December 15
3.900% Senior Notes Due 2025
700

 
700

 
3.944%
 
April 1, October 1
3.300% Senior Notes Due 2027
1,200

 
—

 
3.342%
 
April 1, October 1
5.100% Senior Notes Due 2035
500

 
500

 
5.127%
 
April 1, October 1
5.850% Senior Notes Due 2041
600

 
600

 
5.879%
 
June 15, December 15
4.350% Senior Notes Due 2047
1,000

 
—

 
4.361%
 
April 1, October 1
 
5,350

 
3,150

 
 
 
 
Total unamortized discount
(13
)
 
(7
)
 
 
 
 
Total unamortized debt issuance costs 1
(34
)
 
(18
)
 
 
 
 
Total long-term debt
5,303

 
3,125

 
 
 
 
 
 
 
 
 
 
 
 
Total debt
$
5,303

 
$
3,325

 
 
 
 
__________________________________________
1 Balances reflect the effects of the retrospective adoption of the authoritative guidance in the first quarter of fiscal 2017, which required debt issuance costs to be presented as a direct reduction from the carrying amount of the related debt liability. These amounts were originally recorded under Other Assets.

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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)
Changes in the components of AOCI, net of tax, were as follows:
 
 
Unrealized Gain on Investments, Net
 
Unrealized Gain (Loss) on Derivative Instruments Qualifying as Cash Flow Hedges
 
Defined and Postretirement Benefit Plans
 
Cumulative Translation Adjustments
 
Total
 
 
 
 
 
 
 
 
 
 
 
(in millions)