Edgar Filing: APPLIED MATERIALS INC /DE

AMAT-Form 10-Q (Q2 2014)

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 April 27, 2014


¨	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 ¨ (Do not check if a smaller reporting company)		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 May 9, 2014: 1,217,401,400

Table of Contents

APPLIED MATERIALS, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED APRIL 27, 2014

TABLE OF CONTENTS



		Page
	PART I. FINANCIAL INFORMATION
Item 1:	Financial Statements (Unaudited)	3
	Consolidated Condensed Statements of Operations for the Three and Six Months Ended April 27, 2014 and April 28, 2013	3
	Consolidated Condensed Statements of Comprehensive Income (Loss) for the Three and Six Months Ended April 27, 2014 and April 28, 2013	4
	Consolidated Condensed Balance Sheets at April 27, 2014 and October 27, 2013	5
	Consolidated Condensed Statement of Stockholders’ Equity for the Six Months Ended April 27, 2014	6
	Consolidated Condensed Statements of Cash Flows for the Six Months Ended April 27, 2014 and April 28, 2013	7
	Notes to Consolidated Condensed Financial Statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	62
Item 4:	Controls and Procedures	62

	PART II. OTHER INFORMATION
Item 1:	Legal Proceedings	63
Item 1A:	Risk Factors	63
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	74
Item 6:	Exhibits	75
	Signatures	76

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS



	Three Months Ended					Six Months Ended
	April 27, 2014		April 28, 2013			April 27, 2014		April 28, 2013
	(Unaudited)
	(In millions, except per share amounts)
Net sales	$	2,353	$	1,973		$	4,543	$	3,546
Cost of products sold	1,352		1,165			2,651		2,156
Gross margin	1,001		808			1,892		1,390
Operating expenses:
Research, development and engineering	355		344			711		648
Marketing and selling	107		118			216		223
General and administrative	152		126			241		251
Impairment of goodwill and intangible assets	—		278			—		278
Restructuring charges and asset impairments	—		10			7		19
Total operating expenses	614		876			1,175		1,419
Income (loss) from operations	387		(68		)	717		(29		)
Interest expense	23		24			48		48
Interest and other income, net	1		2			11		5
Income (loss) before income taxes	365		(90		)	680		(72		)
Provision for income taxes	103		39			165		23
Net income (loss)	$	262	$	(129	)	$	515	$	(95	)
Earnings (loss) per share:
Basic	$	0.22	$	(0.11	)	$	0.43	$	(0.08	)
Diluted	$	0.21	$	(0.11	)	$	0.42	$	(0.08	)
Weighted average number of shares:
Basic	1,216		1,203			1,211		1,200
Diluted	1,229		1,203			1,227		1,200

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Three Months Ended						Six Months Ended
	April 27, 2014			April 28, 2013			April 27, 2014			April 28, 2013
	(Unaudited)
	(In millions)
Net income (loss)	$	262		$	(129	)	$	515		$	(95	)
Other comprehensive income (loss), net of tax:
Change in unrealized net gain on investments	3			7			—			7
Change in unrealized net gain on derivative investments	(1		)	2			(2		)	7
Change in defined and postretirement benefit plans	—			1			—			(2		)
Change in cumulative translation adjustments	1			(2		)	(1		)	(5		)
Other comprehensive income (loss), net of tax	3			8			(3		)	7
Comprehensive income (loss)	$	265		$	(121	)	$	512		$	(88	)

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS



	April 27, 2014			October 27, 2013

	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	2,453		$	1,711
Short-term investments	146			180
Accounts receivable, net	1,615			1,633
Inventories	1,564			1,413
Other current assets	623			705
Total current assets	6,401			5,642
Long-term investments	836			1,005
Property, plant and equipment, net	855			850
Goodwill	3,294			3,294
Purchased technology and other intangible assets, net	1,018			1,103
Deferred income taxes and other assets	151			149
Total assets	$	12,555		$	12,043

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,663		$	1,649
Customer deposits and deferred revenue	999			794
Total current liabilities	2,662			2,443
Long-term debt	1,947			1,946
Other liabilities	471			566
Total liabilities	5,080			4,955
Stockholders’ equity:
Common stock	12			12
Additional paid-in capital	6,269			6,151
Retained earnings	12,759			12,487
Treasury stock	(11,524		)	(11,524		)
Accumulated other comprehensive loss	(41		)	(38		)
Total stockholders’ equity	7,475			7,088
Total liabilities and stockholders’ equity	$	12,555		$	12,043

Amounts as of April 27, 2014 are unaudited. Amounts as of October 27, 2013 are derived from the October 27, 2013 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 27, 2013	1,204	$	12	$	6,151	$	12,487		717	$	(11,524	)	$	(38	)	$	7,088
Net income	—	—		—		515			—	—			—			515
Other comprehensive loss, net of tax	—	—		—		—			—	—			(3		)	(3		)
Dividends	—	—		—		(243		)	—	—			—			(243		)
Share-based compensation	—	—		88		—			—	—			—			88
Issuance under stock plans, net of a tax benefit of $25 and other	13	—		30		—			—	—			—			30
Balance at April 27, 2014	1,217	$	12	$	6,269	$	12,759		717	$	(11,524	)	$	(41	)	$	7,475

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS



	Six Months Ended
	April 27, 2014			April 28, 2013

	(Unaudited)
	(In millions)
Cash flows from operating activities:
Net income (loss)	$	515		$	(95	)
Adjustments required to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization	188			212
Impairment of goodwill and intangible assets	—			278
Restructuring charges and asset impairments	7			19
Unrealized gain on derivative associated with announced business combination	(1		)	—
Share-based compensation	88			81
Other	(11		)	(46		)
Changes in operating assets and liabilities:
Accounts receivable	18			(54		)
Inventories	(151		)	(46		)
Other assets	67			(29		)
Accounts payable and accrued expenses	(71		)	(96		)
Customer deposits and deferred revenue	205			(16		)
Other liabilities	(45		)	32
Cash provided by operating activities	809			240
Cash flows from investing activities:
Capital expenditures	(113		)	(101		)
Proceeds from sales and maturities of investments	521			603
Purchases of investments	(324		)	(310		)
Cash provided by investing activities	84			192
Cash flows from financing activities:
Proceeds from common stock issuances and other	91			85
Common stock repurchases	—			(148		)
Payments of dividends to stockholders	(242		)	(216		)
Cash used in financing activities	(151		)	(279		)
Increase in cash and cash equivalents	742			153
Cash and cash equivalents — beginning of year	1,711			1,392
Cash and cash equivalents — end of year	$	2,453		$	1,545
Supplemental cash flow information:
Cash payments for income taxes	$	59		$	154
Cash refunds from income taxes	$	12		$	67
Cash payments for interest	$	46		$	46

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 27, 2013 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 27, 2013 (2013 Form 10-K). Applied’s results of operations for the three and six months ended April 27, 2014 are not necessarily indicative of future operating results. Applied’s fiscal year ends on the last Sunday in October of each year. Fiscal 2014 and 2013 each contain 52 weeks, and the first half of fiscal 2014 and 2013 each contained 26 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 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.

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 April 2014, the Financial Accounting Standards Board (FASB) issued authoritative guidance that raises the threshold for a disposal transaction to qualify as a discontinued operation and requires additional disclosures about discontinued operations and disposals of individually significant components that do not qualify as discontinued operations. The authoritative guidance becomes effective prospectively for Applied in the first quarter of fiscal 2016. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued.

In July 2013, the FASB issued authoritative guidance that will require an unrecognized tax benefit to be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, with certain exceptions. The authoritative guidance becomes effective for Applied in the first quarter of fiscal 2015, with early adoption permitted. The guidance is not expected to have an impact on Applied's financial position or results of operations.


Note 2	Earnings (loss) Per Share

Basic earnings (loss) per share is determined using the weighted average number of common shares outstanding during the period. Diluted earnings (loss) 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 (loss) has not been adjusted for any period presented for purposes of computing basic or diluted earnings (loss) per share due to the Company's non-complex capital structure.



	Three Months Ended					Six Months Ended
	April 27, 2014		April 28, 2013			April 27, 2014		April 28, 2013

	(In millions, except per share amounts)
Numerator:
Net income (loss)	$	262	$	(129	)	$	515	$	(95	)
Denominator:
Weighted average common shares outstanding	1,216		1,203			1,211		1,200
Effect of dilutive stock options, restricted stock units and employee stock purchase plan shares	13		—			16		—
Denominator for diluted earnings (loss) per share	1,229		1,203			1,227		1,200
Basic earnings (loss) per share	$	0.22	$	(0.11	)	$	0.43	$	(0.08	)
Diluted earnings (loss) per share	$	0.21	$	(0.11	)	$	0.42	$	(0.08	)
Potentially dilutive securities	—		50			—		50

Potentially dilutive securities attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted earnings per share for the three and six months ended April 27, 2014 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. Due to the net loss for the three and six months ended April 28, 2013, all potentially dilutive securities were excluded from the calculation of diluted loss per share, as 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:



April 27, 2014	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

	(In millions)
Cash	$	691	$	—	$	—	$	691
Cash equivalents:
Money market funds	1,762		—		—		1,762
Total Cash equivalents	1,762		—		—		1,762
Total Cash and Cash equivalents	$	2,453	$	—	$	—	$	2,453
Short-term and long-term investments:
U.S. Treasury and agency securities	$	68	$	—	$	—	$	68
Non-U.S. government securities*	15		—		—		15
Municipal securities	378		2		—		380
Commercial paper, corporate bonds and medium-term notes	151		1		—		152
Asset-backed and mortgage-backed securities	235		1		2		234
Total fixed income securities	847		4		2		849
Publicly traded equity securities	22		34		—		56
Equity investments in privately-held companies	77		—		—		77
Total short-term and long-term investments	$	946	$	38	$	2	$	982
Total Cash, Cash equivalents and Investments	$	3,399	$	38	$	2	$	3,435

_________________________

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

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



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

	(In millions)
Cash	$	611	$	—	$	—	$	611
Cash equivalents:
Money market funds	1,095		—		—		1,095
Municipal securities	5		—		—		5
Total Cash equivalents	1,100		—		—		1,100
Total Cash and Cash equivalents	$	1,711	$	—	$	—	$	1,711
Short-term and long-term investments:
U.S. Treasury and agency securities	$	170	$	—	$	—	$	170
Non-U.S. government securities	11		—		—		11
Municipal securities	379		2		—		381
Commercial paper, corporate bonds and medium-term notes	218		2		1		219
Asset-backed and mortgage-backed securities	268		2		2		268
Total fixed income securities	1,046		6		3		1,049
Publicly traded equity securities	27		33		—		60
Equity investments in privately-held companies	76		—		—		76
Total short-term and long-term investments	$	1,149	$	39	$	3	$	1,185
Total Cash, Cash equivalents and Investments	$	2,860	$	39	$	3	$	2,896

Maturities of Investments

The following table summarizes the contractual maturities of Applied’s investments at April 27, 2014:



	Cost		Estimated Fair Value

	(In millions)
Due in one year or less	$	124	$	124
Due after one through five years	488		490
No single maturity date**	334		368
	$	946	$	982

_________________________

** 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

During the six months ended April 27, 2014, gross realized gains on investments were $12 million. During the three months ended April 27, 2014 and the three and six months ended April 28, 2013, gross realized gains and losses on investments were not material.

At April 27, 2014 and October 27, 2013, 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 securities at April 27, 2014 and April 28, 2013 were temporary in nature and therefore it did not recognize any impairment of its marketable securities during the three and six months ended April 27, 2014 or April 28, 2013. Applied recognized $3 million and $6 million of impairment charges on its equity investments in privately-held companies during the three and six months ended April 27, 2014, respectively, and recorded $2 million of impairment charges on its equity investments in privately-held companies during the three and six months ended April 28, 2013. 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 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 April 27, 2014, 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 Measured at Fair Value on a Recurring Basis

Financial assets (excluding cash balances) measured at fair value on a recurring basis are summarized below as of April 27, 2014 and October 27, 2013:



	April 27, 2014						October 27, 2013
	Level 1		Level 2		Total		Level 1		Level 2		Total

	(In millions)
Assets:
Money market funds	$	1,762	$	—	$	1,762	$	1,095	$	—	$	1,095
U.S. Treasury and agency securities	32		36		68		66		104		170
Non-U.S. government securities	—		15		15		—		11		11
Municipal securities	—		380		380		—		386		386
Commercial paper, corporate bonds and medium-term notes	—		152		152		—		219		219
Asset-backed and mortgage-backed securities	—		234		234		—		268		268
Publicly traded equity securities	56		—		56		60		—		60
Foreign exchange derivative assets	—		19		19		—		20		20
Total	$	1,850	$	836	$	2,686	$	1,221	$	1,008	$	2,229

There were no transfers between Level 1 and Level 2 fair value measurements during the three and six months ended April 27, 2014 or April 28, 2013. Applied did not have any financial assets measured at fair value on a recurring basis within Level 3 fair value measurements as of April 27, 2014 or October 27, 2013.

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 April 27, 2014, equity investments in privately-held companies totaled $77 million, of which $70 million of investments were accounted for under the cost method of accounting and $7 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 27, 2013, equity investments in privately-held companies totaled $76 million, of which $66 million of investments were accounted for under the cost method of accounting and $10 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 recognized $3 million and $6 million of impairment charges on its equity investments in privately-held companies during the three and six months ended April 27, 2014, respectively, and $2 million during the three and six months ended April 28, 2013.

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 their short maturities. At April 27, 2014, the carrying amount of long-term debt was $1.9 billion and the estimated fair value was $2.2 billion. At October 27, 2013, the carrying amount of long-term debt was $1.9 billion and the estimated fair value was $2.1 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.

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, 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 April 27, 2014 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 and six months ended April 27, 2014 and April 28, 2013.

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.

During the fourth quarter of fiscal 2013, Applied purchased foreign exchange option contracts to limit its foreign exchange risk associated with the announced business combination with Tokyo Electron Limited (TEL). The derivatives used to hedge currency exposure did not qualify for hedge accounting treatment. These derivatives are marked to market at the end of each reporting period with gains and losses recorded as general and administrative expenses. At April 27, 2014, January 26, 2014 and October 27, 2013, the fair value of these foreign exchange option contracts was approximately $18 million, $41 million and $17 million, respectively. Applied recorded an unrealized loss of $23 million and an unrealized gain of $24 million during the three months ended April 27, 2014 and January 26, 2014, respectively, related to such contracts. The cash flow impact of this derivative has been classified as operating cash flows in the Consolidated Condensed Statements of Cash Flows. To further mitigate credit exposure in connection with these foreign exchange option contracts, the Company entered into security arrangements with certain counterparties, which require the counterparties to post collateral amounting to the approximate fair value of the derivative contracts. The cash collateral is included in cash and cash equivalents in the Consolidated Condensed Statements of Financial Position, with the corresponding liability included in accounts payable and accrued expenses.

Other than the foreign exchange option contracts discussed in the preceding paragraph, the fair values of other derivative instruments at April 27, 2014 and October 27, 2013 were not material.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

The effects of derivative instruments on the Consolidated Condensed Statements of Operations for the three and six months ended April 27, 2014 and April 28, 2013 were as follows:



		Three Months Ended April 27, 2014								Three Months Ended April 28, 2013
		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	$	(1	)	$	1	$	(2	)	$	13	$	6	$	—
Foreign exchange contracts	General and administrative	—			—		—			—		3		(1		)
Total		$	(1	)	$	1	$	(2	)	$	13	$	9	$	(1	)



		Six Months Ended April 27, 2014							Six Months Ended April 28, 2013
		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	$	4	$	4	$	(2	)	$	22	$	9	$	(1	)
Foreign exchange contracts	General and administrative	—		3		(1		)	—		3		(1		)
Total		$	4	$	7	$	(3	)	$	22	$	12	$	(2	)



		Amount of Gain or (Loss) Recognized in Income
		Three Months Ended					Six Months Ended
	Location of Gain or (Loss) Recognized in Income	April 27, 2014			April 28, 2013		April 27, 2014		April 28, 2013
		(In millions)
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts	General and administrative	$	(26	)	$	17	$	13	$	29
Total		$	(26	)	$	17	$	13	$	29

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 April 27, 2014.

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.

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 factored accounts receivable of $45 million during the six months ended April 27, 2014 and none during the three months ended April 27, 2014 or the three and six months ended April 28, 2013. Applied discounted $29 million of letters of credit issued by customers during the three and six months ended April 27, 2014 and none during the three and six months ended April 28, 2013. 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 $74 million at both April 27, 2014 and October 27, 2013. 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 April 27, 2014, Applied continues to closely monitor customer liquidity and industry and economic conditions, which may result in changes to Applied’s estimates regarding collectability.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 7	Balance Sheet Detail



	April 27, 2014		October 27, 2013

	(In millions)
Inventories
Customer service spares	$	285	$	274
Raw materials	379		325
Work-in-process	240		283
Finished goods	660		531
	$	1,564	$	1,413

Included in finished goods inventory are $204 million at April 27, 2014, and $136 million at October 27, 2013, 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 $184 million and $177 million of evaluation inventory at April 27, 2014 and October 27, 2013, respectively.



	April 27, 2014		October 27, 2013

	(In millions)
Other Current Assets
Deferred income taxes, net	$	318	$	323
Prepaid expenses	164		135
Prepaid income taxes and income taxes receivable	72		178
Other	69		69
	$	623	$	705



	Useful Life	April 27, 2014			October 27, 2013

	(In years)	(In millions)
Property, Plant and Equipment, Net
Land and improvements		$	167		$	167
Buildings and improvements	3-30	1,234			1,217
Demonstration and manufacturing equipment	3-5	818			792
Furniture, fixtures and other equipment	3-15	548			589
Construction in progress		46			52
Gross property, plant and equipment		2,813			2,817
Accumulated depreciation		(1,958		)	(1,967		)
		$	855		$	850

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)



	April 27, 2014		October 27, 2013

	(In millions)
Accounts Payable and Accrued Expenses
Accounts payable	$	606	$	582
Compensation and employee benefits	414		417
Warranty	109		102
Dividends payable	122		121
Income taxes payable	94		73
Other accrued taxes	40		41
Interest payable	30		30
Restructuring reserve	15		39
Other	233		244
	$	1,663	$	1,649



	April 27, 2014		October 27, 2013

	(In millions)
Customer Deposits and Deferred Revenue
Customer deposits	$	152	$	175
Deferred revenue	847		619
	$	999	$	794

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



	April 27, 2014		October 27, 2013

	(In millions)
Other Liabilities
Deferred income taxes	$	65	$	71
Income taxes payable	132		174
Defined and postretirement benefit plans	198		193
Other	76		128
	$	471	$	566

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 8	Business Combination

On September 24, 2013, Applied and Tokyo Electron Limited (TEL) entered into a Business Combination Agreement, which was amended on February 14, 2014, to effect a strategic combination of their respective businesses into a new combined company. TEL, a Japanese corporation, is a global supplier of semiconductor and flat panel display production equipment, and a provider of technical support and services for semiconductor, flat panel display and photovoltaic panel production equipment. Under the terms of the Business Combination Agreement, TEL shareholders will receive 3.25 shares of the new combined company for every TEL share held. Applied shareholders will receive one share of the new combined company for every Applied share held. Based on the number of shares of Applied common stock and shares of TEL common stock expected to be issued and outstanding immediately prior to the closing of the transaction, it is anticipated that, immediately following the transaction, former Applied stockholders and former TEL shareholders will own approximately 68% and 32%, respectively, of the new combined company.

The new combined company will have a new name, dual headquarters in Tokyo and Santa Clara, and dual listing of its shares on the Tokyo Stock Exchange and NASDAQ, and will be incorporated in the Netherlands. The closing of the transaction is subject to customary conditions, including approval by Applied’s and TEL’s shareholders and regulatory approvals. It is expected that the combined company will commence a $3.0 billion stock repurchase program targeted to be executed within 12 months following the closing of the transaction.

The Business Combination Agreement contains mutual pre-closing covenants, including the obligation of Applied and TEL to conduct their businesses in the ordinary course consistent in all material respects with past practices. The agreement also contains termination rights for Applied and TEL and provides that upon certain events, such as a termination due to a change in recommendation by the other party or a termination relating to certain tax rulings, a termination fee of $400 million is payable.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


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 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. Applied’s reporting units are consistent with the reportable segments identified in Note 16, Industry Segment Operations, which are based on the manner in which Applied operates its business and the nature of those operations.

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 April 27, 2014 and October 27, 2013 were as follows :



	April 27, 2014						October 27, 2013
	Goodwill		Other Intangible Assets		Total		Goodwill		Other Intangible Assets		Total

	(In millions)
Silicon Systems Group	$	2,151	$	142	$	2,293	$	2,151	$	142	$	2,293
Applied Global Services	1,027		6		1,033		1,027		—		1,027
Display	116		—		116		116		—		116
Carrying amount	$	3,294	$	148	$	3,442	$	3,294	$	142	$	3,436

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.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

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



	April 27, 2014		October 27, 2013

	(In millions)
Purchased technology, net	$	671	$	748
Intangible assets - finite-lived, net	199		213
Intangible assets - indefinite-lived	148		142
Total	$	1,018	$	1,103

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.

Details of finite-lived intangible assets were as follows as of April 27, 2014 and October 27, 2013:



	April 27, 2014									October 27, 2013
	Purchased Technology			Other Intangible Assets			Total			Purchased Technology			Other Intangible Assets			Total

	(In millions)
Gross carrying amount:
Silicon Systems Group	$	1,301		$	252		$	1,553		$	1,301		$	252		$	1,553
Applied Global Services	28			44			72			28			44			72
Display	110			33			143			110			33			143
Energy and Environmental Solutions	5			15			20			5			15			20
Gross carrying amount	$	1,444		$	344		$	1,788		$	1,444		$	344		$	1,788
Accumulated amortization:
Silicon Systems Group	$	(637	)	$	(67	)	$	(704	)	$	(562	)	$	(58	)	$	(620	)
Applied Global Services	(24		)	(44		)	(68		)	(23		)	(42		)	(65		)
Display	(110		)	(30		)	(140		)	(110		)	(29		)	(139		)
Energy and Environmental Solutions	(2		)	(4		)	(6		)	(1		)	(2		)	(3		)
Accumulated amortization	$	(773	)	$	(145	)	$	(918	)	$	(696	)	$	(131	)	$	(827	)
Carrying amount	$	671		$	199		$	870		$	748		$	213		$	961

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Details of amortization expense by segment for the three and six months ended April 27, 2014 and April 28, 2013 were as follows:



	Three Months Ended				Six Months Ended
	April 27, 2014		April 28, 2013		April 27, 2014		April 28, 2013

	(In millions)
Silicon Systems Group	$	42	$	44	$	84	$	88
Applied Global Services	2		1		3		2
Display	—		2		1		4
Energy and Environmental Solutions	1		7		3		13
Total	$	45	$	54	$	91	$	107

For the three and six months ended April 27, 2014 and April 28, 2013, amortization expense was charged to the following categories:



	Three Months Ended				Six Months Ended
	April 27, 2014		April 28, 2013		April 27, 2014		April 28, 2013

	(In millions)
Cost of products sold	$	39	$	43	$	79	$	86
Research, development and engineering	—		1		—		1
Marketing and selling	6		8		11		5
General and administrative	—		2		1		15
Total	$	45	$	54	$	91	$	107

As of April 27, 2014, future estimated amortization expense is expected to be as follows:



	Amortization Expense
	(In millions)
2014	89
2015	175
2016	169
2017	165
2018	163
Thereafter	109
Total	$	870

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 10	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 2017. 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 April 27, 2014. Remaining credit facilities in the amount of approximately $78 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 April 27, 2014 and October 27, 2013 and Applied has not utilized these credit facilities.

Long-term debt outstanding as of April 27, 2014 and October 27, 2013 was as follows:



	Principal Amount
	April 27, 2014			October 27, 2013			Effective Interest Rate	Interest Pay Dates
	(In millions)
2.650% Senior Notes Due 2016	$	400		$	400		2.666%	June 15, December 15
7.125% Senior Notes Due 2017	200			200			7.190%	April 15, October 15
4.300% Senior Notes Due 2021	750			750			4.326%	June 15, December 15
5.850% Senior Notes Due 2041	600			600			5.879%	June 15, December 15
	1,950			1,950
Total unamortized discount	(3		)	(4		)
Total long-term debt	$	1,947		$	1,946

Applied has debt agreements that contain financial and other covenants. These covenants require Applied to maintain certain minimum financial ratios. At April 27, 2014, Applied was in compliance with all such covenants.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 11	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 and six months ended April 27, 2014 and April 28, 2013:



	Three Months Ended				Six Months Ended
	April 27, 2014		April 28, 2013		April 27, 2014		April 28, 2013

	(In millions)
2012 Global Restructuring Plan
Severance and other employee-related costs	$	—	$	4	$	7	$	8
2012 EES Restructuring Plan
Severance and other employee-related costs¹	—		2		—		2
Contract cancellation and other costs	—		2		—		2
Asset impairments	—		2		—		5
Others
Severance and other employee-related costs	—		—		—		2
	$	—	$	10	$	7	$	19

____________________________

¹ Includes post-retirement benefit expense which was recorded in accumulated other comprehensive loss.

Restructuring and asset impairment charges were recorded as follows:



	Three Months Ended				Six Months Ended
	April 27, 2014		April 28, 2013		April 27, 2014		April 28, 2013

	(In millions)
Silicon Systems Group	$	—	$	—	$	—	$	1
Applied Global Services	—		1		—		2
Energy and Environmental Solutions	—		5		—		8
Corporate Unallocated	—		4		7		8
Total	$	—	$	10	$	7	$	19

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

2012 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. 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. A total of approximately 1,300 positions were affected under this plan.

During the three months ended January 26, 2014, Applied recognized $7 million of employee-related costs in connection with the 2012 Global Restructuring Plan. During the three and six months ended April 28, 2013, Applied recognized $4 million and $8 million, respectively, of employee-related costs in connection with the 2012 Global Restructuring Plan. These costs were not allocated to the segments. As of January 26, 2014, principal activities related to this plan were complete. Total costs incurred in implementing this plan were $152 million.

Restructuring Reserves

Changes in restructuring reserves during the six months ended April 27, 2014 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 27, 2013	$	26		$	5		$	5		$	2		$	1	$	39
Provision for restructuring reserves	7			—			—			—			—		7
Consumption of reserves	(25		)	(2		)	(1		)	(2		)	—		(30		)
Reclassification of restructuring reserves	—			(1		)	—			—			—		(1		)
Balance, April 27, 2014	$	8		2			4			$	—		$	1	$	15

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)


Note 12	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 on Derivative Instruments Qualifying as Cash Flow Hedges			Pension Liability			Cumulative Translation Adjustments			Total
	(in millions)
Balance at October 27, 2013	$	25		$	2		$	(72	)	$	7		$	(38	)
Other comprehensive income (loss) before reclassifications	5			3			—			(1		)	7
Amounts reclassified out of AOCI	(5		)	(5		)	—			—			(10		)
Other comprehensive loss, net of tax	—			(2		)	—			(1		)	(3		)
Balance at April 27, 2014	$	25		$	—		$	(72	)	$	6		$	(41	)

The effects on net income of amounts reclassified from AOCI for the three and six months ended April 27, 2014 were not material.

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 on the open market. At April 27, 2014, $1.6 billion remained available for future stock repurchases under this repurchase program.

Applied did not repurchase any shares of its common stock during the three and six months ended April 27, 2014. The following table summarizes Applied’s stock repurchases for the three and six months ended April 28, 2013:



	Three Months Ended		Six Months Ended
	April 28, 2013		April 28, 2013

	(In millions, except per share amounts)
Shares of common stock repurchased	8		12
Cost of stock repurchased	$	100	$	148
Average price paid per share	$	13.41	$	12.58

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 March 2014 and December 2013, Applied's Board of Directors declared quarterly cash dividends in the amount of $0.10 per share. Dividends declared during the six months ended April 27, 2014 and April 28, 2013 were $243 million and $227 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

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

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.

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 and six months ended April 27, 2014 and April 28, 2013, 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				Six Months Ended
	April 27, 2014		April 28, 2013		April 27, 2014		April 28, 2013

	(In millions)
Share-based compensation	$	42	$	39	$	88	$	81
Tax benefit recognized	$	12	$	11	$	25	$