Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 29, 2018
or
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¨ | 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)
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Delaware | 94-1655526 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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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 every Interactive Data File required to be submitted 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 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.
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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 29, 2018: 982,990,521
APPLIED MATERIALS, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 29, 2018
TABLE OF CONTENTS
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| PART I. FINANCIAL INFORMATION | |
Item 1: | | |
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Item 2: | | |
Item 3: | | |
Item 4: | | |
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| PART II. OTHER INFORMATION | |
Item 1: | | |
Item 1A: | | |
Item 2: | | |
Item 6: | | |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| July 29, 2018 | | July 30, 2017 | | July 29, 2018 | | July 30, 2017 |
| | | | | | | |
| (Unaudited) |
Net sales | $ | 4,468 |
| | $ | 3,744 |
| | $ | 13,239 |
| | $ | 10,568 |
|
Cost of products sold | 2,441 |
| | 2,044 |
| | 7,202 |
| | 5,823 |
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Gross profit | 2,027 |
| | 1,700 |
| | 6,037 |
| | 4,745 |
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Operating expenses: | | | | | | | |
Research, development and engineering | 504 |
| | 454 |
| | 1,501 |
| | 1,308 |
|
Marketing and selling | 138 |
| | 117 |
| | 394 |
| | 351 |
|
General and administrative | 128 |
| | 106 |
| | 362 |
| | 316 |
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Total operating expenses | 770 |
| | 677 |
| | 2,257 |
| | 1,975 |
|
Income from operations | 1,257 |
| | 1,023 |
| | 3,780 |
| | 2,770 |
|
Interest expense | 59 |
| | 59 |
| | 174 |
| | 141 |
|
Interest and other income, net | 41 |
| | 14 |
| | 90 |
| | 28 |
|
Income before income taxes | 1,239 |
| | 978 |
| | 3,696 |
| | 2,657 |
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Provision for income taxes | 66 |
| | 53 |
| | 1,259 |
| | 205 |
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Net income | $ | 1,173 |
| | $ | 925 |
| | $ | 2,437 |
| | $ | 2,452 |
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Earnings per share: | | | | | | | |
Basic | $ | 1.18 |
| | $ | 0.86 |
| | $ | 2.37 |
| | $ | 2.28 |
|
Diluted | $ | 1.17 |
| | $ | 0.85 |
| | $ | 2.35 |
| | $ | 2.26 |
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Weighted average number of shares: | | | | | | | |
Basic | 994 |
| | 1,071 |
| | 1,026 |
| | 1,076 |
|
Diluted | 1,005 |
| | 1,083 |
| | 1,039 |
| | 1,087 |
|
See accompanying Notes to Consolidated Condensed Financial Statements.
APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| July 29, 2018 | | July 30, 2017 | | July 29, 2018 | | July 30, 2017 |
| | | | | | | |
| (Unaudited) |
Net income | $ | 1,173 |
| | $ | 925 |
| | $ | 2,437 |
| | $ | 2,452 |
|
Other comprehensive income (loss), net of tax: | | | | | | | |
Change in unrealized net gain on investments | (18 | ) | | 10 |
| | (19 | ) | | 25 |
|
Change in unrealized net loss on derivative instruments | 16 |
| | 1 |
| | 5 |
| | 1 |
|
Change in defined and postretirement benefit plans | — |
| | (2 | ) | | (2 | ) | | (12 | ) |
Other comprehensive income (loss), net of tax | (2 | ) | | 9 |
| | (16 | ) | | 14 |
|
Comprehensive income | $ | 1,171 |
| | $ | 934 |
| | $ | 2,421 |
| | $ | 2,466 |
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See accompanying Notes to Consolidated Condensed Financial Statements.
APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions)
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| | | | | | | |
| July 29, 2018 | | October 29, 2017 |
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ASSETS |
Current assets: | | | |
Cash and cash equivalents | $ | 3,374 |
| | $ | 5,010 |
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Short-term investments | 610 |
| | 2,266 |
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Accounts receivable, net | 2,882 |
| | 2,338 |
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Inventories | 3,681 |
| | 2,930 |
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Other current assets | 342 |
| | 374 |
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Total current assets | 10,889 |
| | 12,918 |
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Long-term investments | 1,613 |
| | 1,143 |
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Property, plant and equipment, net | 1,321 |
| | 1,066 |
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Goodwill | 3,368 |
| | 3,368 |
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Purchased technology and other intangible assets, net | 263 |
| | 412 |
|
Deferred income taxes and other assets | 429 |
| | 512 |
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Total assets | $ | 17,883 |
| | $ | 19,419 |
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| | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
Current liabilities: | | | |
Accounts payable and accrued expenses | $ | 2,741 |
| | $ | 2,450 |
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Customer deposits and deferred revenue | 1,581 |
| | 1,665 |
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Total current liabilities | 4,322 |
| | 4,115 |
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Income taxes payable | 1,148 |
| | 392 |
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Long-term debt | 5,308 |
| | 5,304 |
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Other liabilities | 280 |
| | 259 |
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Total liabilities | 11,058 |
| | 10,070 |
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Stockholders’ equity: | | | |
Common stock | 10 |
| | 11 |
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Additional paid-in capital | 7,145 |
| | 7,056 |
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Retained earnings | 20,191 |
| | 18,258 |
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Treasury stock | (20,444 | ) | | (15,912 | ) |
Accumulated other comprehensive loss | (77 | ) | | (64 | ) |
Total stockholders’ equity | 6,825 |
| | 9,349 |
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Total liabilities and stockholders’ equity | $ | 17,883 |
| | $ | 19,419 |
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Amounts as of July 29, 2018 are unaudited. Amounts as of October 29, 2017 are derived from the October 29, 2017 audited consolidated financial statements.
See accompanying Notes to Consolidated Condensed Financial Statements.
APPLIED MATERIALS, INC
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | Accumulated Other Comprehensive Income (Loss) | | Total |
Nine Months Ended July 29, 2018 | Shares | | Amount | | | | Shares | | Amount | | |
| | | | | | | | | | | | | | | |
| (Unaudited) |
Balance as of October 29, 2017 | 1,060 |
| | $ | 11 |
| | $ | 7,056 |
| | $ | 18,258 |
| | 917 |
| | $ | (15,912 | ) | | $ | (64 | ) | | $ | 9,349 |
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Adoption of new accounting standards (a) | — |
| | — |
| | — |
| | (3 | ) | | — |
| | — |
| | 3 |
| | — |
|
Net income | — |
| | — |
| | — |
| | 2,437 |
| | — |
| | — |
| | — |
| | 2,437 |
|
Other comprehensive loss, net of tax | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (16 | ) | | (16 | ) |
Dividends | — |
| | — |
| | — |
| | (501 | ) | | — |
| | — |
| | — |
| | (501 | ) |
Share-based compensation | — |
| | — |
| | 193 |
| | — |
| | — |
| | — |
| | — |
| | 193 |
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Issuance under stock plans | 7 |
| | — |
| | (104 | ) | | — |
| | — |
| | — |
| | — |
| | (104 | ) |
Common stock repurchases | (84 | ) | | (1 | ) | | — |
| | — |
| | 84 |
| | (4,532 | ) | | — |
| | (4,533 | ) |
Balance as of July 29, 2018 | 983 |
| | $ | 10 |
| | $ | 7,145 |
| | $ | 20,191 |
| | 1,001 |
| | $ | (20,444 | ) | | $ | (77 | ) | | $ | 6,825 |
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(a) - Represents the reclassification adjustment related to the early adoption of Accounting Standards Update (ASU) 2018-02 Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. See Note 1.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 as of October 30, 2016 | 1,078 |
| | $ | 11 |
| | $ | 6,809 |
| | $ | 15,252 |
| | 889 |
| | $ | (14,740 | ) | | $ | (115 | ) | | $ | 7,217 |
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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 tax benefit of $51 and other | 8 |
| | — |
| | (21 | ) | | — |
| | — |
| | — |
| | — |
| | (21 | ) |
Common stock repurchases | (20 | ) | | — |
| | — |
| | — |
| | 20 |
| | (787 | ) | | — |
| | (787 | ) |
Balance as of July 30, 2017 | 1,066 |
| | $ | 11 |
| | $ | 6,950 |
| | $ | 17,383 |
| | 909 |
| | $ | (15,527 | ) | | $ | (101 | ) | | $ | 8,716 |
|
See accompanying Notes to Consolidated Condensed Financial Statements.
APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
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| | | | | | | |
| Nine Months Ended |
| July 29, 2018 | | July 30, 2017 |
| | | |
| (Unaudited) |
Cash flows from operating activities: | | | |
Net income | $ | 2,437 |
| | $ | 2,452 |
|
Adjustments required to reconcile net income to cash provided by operating activities: | | | |
Depreciation and amortization | 337 |
| | 302 |
|
Share-based compensation | 193 |
| | 162 |
|
Deferred income taxes | 112 |
| | 6 |
|
Other | 4 |
| | 15 |
|
Changes in operating assets and liabilities: | | | |
Accounts receivable | (543 | ) | | 26 |
|
Inventories | (751 | ) | | (825 | ) |
Other current and non-current assets | 2 |
| | (114 | ) |
Accounts payable and accrued expenses | 214 |
| | 272 |
|
Customer deposits and deferred revenue | (84 | ) | | 740 |
|
Income taxes payable | 764 |
| | 13 |
|
Other liabilities | 25 |
| | 31 |
|
Cash provided by operating activities | 2,710 |
| | 3,080 |
|
Cash flows from investing activities: | | | |
Capital expenditures | (457 | ) | | (221 | ) |
Cash paid for acquisitions, net of cash acquired | (5 | ) | | (56 | ) |
Proceeds from sales and maturities of investments | 2,823 |
| | 1,822 |
|
Purchases of investments | (1,661 | ) | | (3,542 | ) |
Cash provided by (used in) investing activities | 700 |
| | (1,997 | ) |
Cash flows from financing activities: | | | |
Debt borrowings, net of issuance costs | — |
| | 2,176 |
|
Debt repayments | — |
| | (205 | ) |
Proceeds from common stock issuances | 56 |
| | 47 |
|
Common stock repurchases | (4,532 | ) | | (787 | ) |
Tax withholding payments for vested equity awards | (160 | ) | | (119 | ) |
Payments of dividends to stockholders | (410 | ) | | (323 | ) |
Cash provided by (used in) financing activities | (5,046 | ) | | 789 |
|
Increase (decrease) in cash and cash equivalents | (1,636 | ) | | 1,872 |
|
Cash and cash equivalents — beginning of period | 5,010 |
| | 3,406 |
|
Cash and cash equivalents — end of period | $ | 3,374 |
| | $ | 5,278 |
|
Supplemental cash flow information: | | | |
Cash payments for income taxes | $ | 281 |
| | $ | 168 |
|
Cash refunds from income taxes | $ | 51 |
| | $ | 17 |
|
Cash payments for interest | $ | 143 |
| | $ | 110 |
|
See accompanying Notes to Consolidated Condensed Financial Statements.
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 29, 2017 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 29, 2017 (2017 Form 10-K). Applied’s results of operations for the three and nine months ended July 29, 2018 are not necessarily indicative of future operating results. Applied’s fiscal year ends on the last Sunday in October of each year. Fiscal 2018 and 2017 each contain 52 weeks, and the first nine months of fiscal 2018 and 2017 each contained 39 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.
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.
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
Recent Accounting Pronouncements
Accounting Standards Adopted
Inventory Measurement. In July 2015, the Financial Accounting Standard Board (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 adopted this authoritative guidance in the first quarter of fiscal 2018 prospectively to the measurement of inventory after the effective date. The adoption of this guidance did not have a material impact 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 forfeitures, income tax, and classification on the statement of cash flows. Applied adopted this guidance in the first quarter of fiscal 2018. Upon adoption, Applied elected to continue to estimate forfeitures expected to occur to determine the amount of compensation costs to be recognized in each period. The new standard also required recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital prospectively. In the nine months ended July 29, 2018, Applied recognized an excess tax benefit of $51 million in the Consolidated Condensed Statements of Operations. Additionally, Applied elected to apply the presentation requirements for cash flows related to excess tax benefits and employee taxes paid for withheld shares retrospectively. Adopting this guidance increased cash provided by operating activities by a net $170 million with a corresponding net decrease in cash provided by financing activities for the nine months ended July 30, 2017.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the FASB issued authoritative guidance that allows stranded tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) to be reclassified from accumulated other comprehensive income to retained earnings. Applied adopted this guidance at the beginning of the third quarter of fiscal 2018. The stranded income tax effects related to the Tax Act were reclassified from accumulated other comprehensive income to retained earnings in the consolidated statements of stockholders' equity as of July 29, 2018.
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. Applied adopted this guidance in the third quarter of fiscal 2018 on a prospective basis. The impact of the adoption of this guidance will depend on whether the Company makes any future modifications of share-based payment awards.
Accounting Standards Not Yet Adopted
Derivatives and Hedging. In August 2017, the FASB issued authoritative guidance that modifies the recognition and presentation of hedge accounting to better align an entity’s risk management strategies and financial reporting for hedging relationships. The authoritative guidance expands the application of hedge accounting for non-financial and financial risk components and eases certain hedge effectiveness assessment requirements. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2020, with early adoption permitted. Applied is currently evaluating the effect of this new guidance on Applied’s consolidated financial statements.
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.
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
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, with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on Applied’s consolidated financial statements.
Business Combinations. In January 2017, the FASB issued authoritative guidance that clarifies the definition of a business to help companies evaluate whether acquisition or disposal transactions should be accounted for as asset groups or as businesses. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2019 on a prospective basis, with early adoption permitted. The impact of the adoption depends on the facts and circumstances of future acquisition or disposal transactions.
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 effects of intercompany asset transfers other than inventory. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2019. Applied is currently evaluating the effect of this new guidance on Applied’s consolidated financial statements.
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.
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.
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, and requires certain additional disclosures. 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. 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. Applied currently anticipates adopting this new guidance using the full retrospective approach, although this continues to be assessed as part of the overall evaluation.
In fiscal 2016, Applied established a project steering committee and cross-functional implementation team that has identified potential differences that would result from applying the requirements of the new standard to Applied’s revenue contracts. In addition, the implementation team has identified and is now implementing changes to business processes, systems and controls to support recognition and disclosure under the new standard.
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
While the Company’s evaluation of the impact of this new guidance is not complete, Applied currently expects that the new standard will have the following impact:
| |
• | Revenue related to the sale of equipment and spares will generally continue to be recognized at a point in time upon the transfer of control. Under this new guidance, the point of time at which revenue is recognized for certain of these products is expected to be earlier than under current revenue recognition guidance as there will be fewer constraints related to customer acceptance. |
•Revenue related to the sale of services will generally continue to be recognized over time as the services are performed.
•Disclosures related to revenue recognition, including contract balances and revenue disaggregation, will be expanded.
Applied will continue to complete its evaluation of the effect of this new guidance on the Company’s financial position, results of operations and its ongoing financial reporting, and its preliminary assessments are subject to change.
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
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 29, 2018 | | July 30, 2017 | | July 29, 2018 | | July 30, 2017 |
| | | | | | | |
| (In millions, except per share amounts) |
Numerator: | | | | | | | |
Net income | $ | 1,173 |
| | $ | 925 |
| | $ | 2,437 |
| | $ | 2,452 |
|
Denominator: | | | | | | | |
Weighted average common shares outstanding | 994 |
| | 1,071 |
| | 1,026 |
| | 1,076 |
|
Effect of dilutive stock options, restricted stock units and employee stock purchase plan shares | 11 |
| | 12 |
| | 13 |
| | 11 |
|
Denominator for diluted earnings per share | 1,005 |
| | 1,083 |
| | 1,039 |
| | 1,087 |
|
Basic earnings per share | $ | 1.18 |
| | $ | 0.86 |
| | $ | 2.37 |
| | $ | 2.28 |
|
Diluted earnings per share | $ | 1.17 |
| | $ | 0.85 |
| | $ | 2.35 |
| | $ | 2.26 |
|
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 and average unamortized fair value are greater than the average market price of Applied common stock, and therefore their inclusion would be anti-dilutive. Prior to the adoption of Accounting Standards Update (ASU) 2016-09 Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting in the first quarter of fiscal 2018, the assumed tax benefits upon the exercise of options and vesting of restricted stock units were also included in this calculation.
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 29, 2018 | Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
| | | | | | | |
| (In millions) |
Cash | $ | 1,364 |
| | $ | — |
| | $ | — |
| | $ | 1,364 |
|
Cash equivalents: | | | | | | | |
Money market funds | 1,596 |
| | — |
| | — |
| | 1,596 |
|
Non-U.S. government securities* | 2 |
| | — |
| | — |
| | 2 |
|
Municipal securities | 119 |
| | — |
| | — |
| | 119 |
|
Commercial paper, corporate bonds and medium-term notes | 292 |
| | — |
| | — |
| | 292 |
|
Asset-backed and mortgage-backed securities | 1 |
| | — |
| | — |
| | 1 |
|
Total Cash equivalents | 2,010 |
| | — |
| | — |
| | 2,010 |
|
Total Cash and Cash equivalents | $ | 3,374 |
| | $ | — |
| | $ | — |
| | $ | 3,374 |
|
Short-term and long-term investments: | | | | | | | |
U.S. Treasury and agency securities | $ | 336 |
| | $ | — |
| | $ | 2 |
| | $ | 334 |
|
Non-U.S. government securities* | 10 |
| | — |
| | — |
| | 10 |
|
Municipal securities | 417 |
| | — |
| | 2 |
| | 415 |
|
Commercial paper, corporate bonds and medium-term notes | 722 |
| | — |
| | 3 |
| | 719 |
|
Asset-backed and mortgage-backed securities | 586 |
| | — |
| | 4 |
| | 582 |
|
Total fixed income securities | 2,071 |
| | — |
| | 11 |
| | 2,060 |
|
Publicly traded equity securities | 20 |
| | 61 |
| | — |
| | 81 |
|
Equity investments in privately-held companies | 82 |
| | — |
| | — |
| | 82 |
|
Total short-term and long-term investments | $ | 2,173 |
| | $ | 61 |
| | $ | 11 |
| | $ | 2,223 |
|
Total Cash, Cash equivalents and Investments | $ | 5,547 |
| | $ | 61 |
| | $ | 11 |
| | $ | 5,597 |
|
_________________________
* Includes agency debt securities guaranteed by Canada.
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
|
| | | | | | | | | | | | | | | |
October 29, 2017 | Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
| | | | | | | |
| (In millions) |
Cash | $ | 1,346 |
| | $ | — |
| | $ | — |
| | $ | 1,346 |
|
Cash equivalents: | | | | | | | |
Money market funds | 2,658 |
| | — |
| | — |
| | 2,658 |
|
U.S. Treasury and agency securities | 15 |
| | — |
| | — |
| | 15 |
|
Non-U.S. government securities* | 55 |
| | — |
| | — |
| | 55 |
|
Municipal securities | 341 |
| | — |
| | — |
| | 341 |
|
Commercial paper, corporate bonds and medium-term notes | 595 |
| | — |
| | — |
| | 595 |
|
Total Cash equivalents | 3,664 |
| | — |
| | — |
| | 3,664 |
|
Total Cash and Cash equivalents | $ | 5,010 |
| | $ | — |
| | $ | — |
| | $ | 5,010 |
|
Short-term and long-term investments: | | | | | | | |
U.S. Treasury and agency securities | $ | 667 |
| | $ | — |
| | $ | 1 |
| | $ | 666 |
|
Non-U.S. government securities* | 161 |
| | — |
| | — |
| | 161 |
|
Municipal securities | 1,007 |
| | — |
| | — |
| | 1,007 |
|
Commercial paper, corporate bonds and medium-term notes | 1,024 |
| | 1 |
| | 1 |
| | 1,024 |
|
Asset-backed and mortgage-backed securities | 379 |
| | — |
| | 1 |
| | 378 |
|
Total fixed income securities | 3,238 |
| | 1 |
| | 3 |
| | 3,236 |
|
Publicly traded equity securities | 22 |
| | 78 |
| | 1 |
| | 99 |
|
Equity investments in privately-held companies | 74 |
| | — |
| | — |
| | 74 |
|
Total short-term and long-term investments | $ | 3,334 |
| | $ | 79 |
| | $ | 4 |
| | $ | 3,409 |
|
Total Cash, Cash equivalents and Investments | $ | 8,344 |
| | $ | 79 |
| | $ | 4 |
| | $ | 8,419 |
|
_________________________
* 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 as of July 29, 2018:
|
| | | | | | | |
| Cost | | Estimated Fair Value |
| | | |
| (In millions) |
Due in one year or less | $ | 556 |
| | $ | 555 |
|
Due after one through five years | 929 |
| | 923 |
|
No single maturity date** | 688 |
| | 745 |
|
| $ | 2,173 |
| | $ | 2,223 |
|
_________________________
** 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 three and nine months ended July 29, 2018, gross realized gains on investments were $13 million and $14 million, respectively, and the gross realized losses on investments for these periods were not material. During the three and nine months ended July 30, 2017, gross realized gains and losses on investments were not material.
As of July 29, 2018 and October 29, 2017, 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 as of July 29, 2018 and July 30, 2017 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 29, 2018 or July 30, 2017. Impairment charges on equity investments in privately-held companies during the three and nine months ended July 29, 2018 and July 30, 2017 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 29, 2018, 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:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| July 29, 2018 | | October 29, 2017 |
| Level 1 | | Level 2 | | Total | | Level 1 | | Level 2 | | Total |
| | | | | | | | | | | |
| (In millions) |
Assets: | | | | | | | | | | | |
Money market funds | $ | 1,596 |
| | $ | — |
| | $ | 1,596 |
| | $ | 2,658 |
| | $ | — |
| | $ | 2,658 |
|
U.S. Treasury and agency securities | 303 |
| | 31 |
| | 334 |
| | 192 |
| | 489 |
| | 681 |
|
Non-U.S. government securities | — |
| | 12 |
| | 12 |
| | — |
| | 216 |
| | 216 |
|
Municipal securities | — |
| | 534 |
| | 534 |
| | — |
| | 1,348 |
| | 1,348 |
|
Commercial paper, corporate bonds and medium-term notes | — |
| | 1,011 |
| | 1,011 |
| | — |
| | 1,619 |
| | 1,619 |
|
Asset-backed and mortgage-backed securities | — |
| | 583 |
| | 583 |
| | — |
| | 378 |
| | 378 |
|
Publicly traded equity securities | 81 |
| | — |
| | 81 |
| | 99 |
| | — |
| | 99 |
|
Total | $ | 1,980 |
| | $ | 2,171 |
| | $ | 4,151 |
| | $ | 2,949 |
| | $ | 4,050 |
| | $ | 6,999 |
|
There were no transfers between Level 1 and Level 2 fair value measurements during the three and nine months ended July 29, 2018 or July 30, 2017. Applied did not have any financial assets measured at fair value on a recurring basis within Level 3 fair value measurements as of July 29, 2018 or October 29, 2017.
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. As of July 29, 2018, equity investments in privately-held companies totaled $82 million, of which $65 million of these investments were accounted for under the cost method of accounting and $17 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. As of October 29, 2017, equity investments in privately-held companies totaled $74 million, of which $65 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. Impairment charges on equity investments in privately-held companies during the three and nine months ended July 29, 2018 and July 30, 2017 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. As of July 29, 2018 the aggregate principal amount of long-term debt was $5.4 billion and the estimated fair value was $5.6 billion. As of October 29, 2017, the aggregate principal amount of long-term debt was $5.4 billion and the estimated fair value was $5.8 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.
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 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 accumulated other comprehensive loss (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 as of July 29, 2018 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 29, 2018 and July 30, 2017.
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 as of July 29, 2018 and October 29, 2017 were not material.
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 29, 2018 | | July 30, 2017 |
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) | | Gain or (Loss) | | Gain or (Loss) Reclassified from AOCI into Income | | Gain or (Loss) Recognized in Income | | Gain or (Loss) | | 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 | AOCI | | $ | 11 |
| | $ | — |
| | $ | — |
| | $ | 6 |
| | $ | — |
| | $ | — |
|
Foreign exchange contracts | Cost of products sold | | — |
| | (3 | ) | | 7 |
| | — |
| | 1 |
| | — |
|
Foreign exchange contracts | General and administrative | | — |
| | (6 | ) | | (2 | ) | | — |
| | 3 |
| | (1 | ) |
Interest rate contracts | Interest expense | | — |
| | (1 | ) | | — |
| | — |
| | (1 | ) | | — |
|
Total | | | $ | 11 |
| | $ | (10 | ) | | $ | 5 |
| | $ | 6 |
| | $ | 3 |
| | $ | (1 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Nine Months Ended |
July 29, 2018 | | July 30, 2017 |
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) | | Gain or (Loss) | | Gain or (Loss) Reclassified from AOCI into Income | | Gain or (Loss) Recognized in Income | | Gain or (Loss) | | 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 | AOCI | | $ | (5 | ) | | $ | — |
| | $ | — |
| | $ | 24 |
| | $ | — |
| | $ | — |
|
Foreign exchange contracts | Cost of products sold | | — |
| | (7 | ) | | 13 |
| | — |
| | 7 |
| | (3 | ) |
Foreign exchange contracts | General and administrative | | — |
| | (2 | ) | | (5 | ) | | — |
| | 3 |
| | (2 | ) |
Interest rate contracts | Interest expense | | — |
| | (3 | ) | | — |
| | (14 | ) | | (2 | ) | | — |
|
Total | | | $ | (5 | ) | | $ | (12 | ) | | $ | 8 |
| | $ | 10 |
| | $ | 8 |
| | $ | (5 | ) |
|
| | | | | | | | | | | | | | | | | |
| | | Amount of Gain or (Loss) Recognized in Income |
| | Three Months Ended | | Nine Months Ended |
Location of Gain or (Loss) Recognized in Income | | July 29, 2018 | | July 30, 2017 | | July 29, 2018 | | July 30, 2017 |
| | | | | | | | | |
| | | (In millions) |
Derivatives Not Designated as Hedging Instruments | | | | | | | | | |
Foreign exchange contracts | General and administrative | | $ | 2 |
| | $ | 9 |
| | $ | (8 | ) | | $ | 34 |
|
Total | | | $ | 2 |
| | $ | 9 |
| | $ | (8 | ) | | $ | 34 |
|
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 29, 2018.
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 $271 million and $1 billion of accounts receivable during the three and nine months ended July 29, 2018, respectively. Applied sold $211 million and $360 million of accounts receivable during the three and nine months ended July 30, 2017, respectively. Applied did not discount letters of credit issued by customers or discount promissory notes during the three and nine months ended July 29, 2018 and July 30, 2017. 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 $34 million as of July 29, 2018 and October 29, 2017. 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 29, 2018, it continues to closely monitor customer liquidity and industry and economic conditions, which may result in changes to Applied’s estimates.
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
| |
Note 7 | Balance Sheet Detail |
|
| | | | | | | |
| July 29, 2018 | | October 29, 2017 |
| | | |
| (In millions) |
Inventories | | | |
Customer service spares | $ | 829 |
| | $ | 595 |
|
Raw materials | 978 |
| | 603 |
|
Work-in-process | 603 |
| | 468 |
|
Finished goods | 1,271 |
| | 1,264 |
|
| $ | 3,681 |
| | $ | 2,930 |
|
Included in finished goods inventory are $129 million as of July 29, 2018, and $331 million as of October 29, 2017, 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 $342 million and $281 million of evaluation inventory as of July 29, 2018 and October 29, 2017, respectively.
|
| | | | | | | |
| July 29, 2018 | | October 29, 2017 |
| | | |
| (In millions) |
Other Current Assets | | | |
Prepaid income taxes and income taxes receivable | $ | 53 |
| | $ | 57 |
|
Prepaid expenses and other | 289 |
| | 317 |
|
| $ | 342 |
| | $ | 374 |
|
|
| | | | | | | | | |
| Useful Life | | July 29, 2018 | | October 29, 2017 |
| | | | | |
| (In years) | | (In millions) |
Property, Plant and Equipment, Net | | | |
Land and improvements | | | $ | 221 |
| | $ | 160 |
|
Buildings and improvements | 3-30 | | 1,419 |
| | 1,315 |
|
Demonstration and manufacturing equipment | 3-5 | | 1,261 |
| | 1,129 |
|
Furniture, fixtures and other equipment | 3-5 | | 625 |
| | 572 |
|
Construction in progress | | | 198 |
| | 135 |
|
Gross property, plant and equipment | | | 3,724 |
| | 3,311 |
|
Accumulated depreciation | | | (2,403 | ) | | (2,245 | ) |
| | | $ | 1,321 |
| | $ | 1,066 |
|
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
|
| | | | | | | |
| July 29, 2018 | | October 29, 2017 |
| | | |
| (In millions) |
Accounts Payable and Accrued Expenses | | | |
Accounts payable | $ | 1,094 |
| | $ | 945 |
|
Compensation and employee benefits | 625 |
| | 666 |
|
Warranty | 220 |
| | 199 |
|
Dividends payable | 197 |
| | 106 |
|
Income taxes payable | 121 |
| | 112 |
|
Other accrued taxes | 64 |
| | 70 |
|
Interest payable | 59 |
| | 38 |
|
Other | 361 |
| | 314 |
|
| $ | 2,741 |
| | $ | 2,450 |
|
|
| | | | | | | |
| July 29, 2018 | | October 29, 2017 |
| | | |
| (In millions) |
Customer Deposits and Deferred Revenue | | | |
Customer deposits | $ | 410 |
| | $ | 381 |
|
Deferred revenue | 1,171 |
| | 1,284 |
|
| $ | 1,581 |
| | $ | 1,665 |
|
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 29, 2018 | | October 29, 2017 |
| | | |
| (In millions) |
Other Liabilities | | | |
Defined and postretirement benefit plans | $ | 159 |
| | $ | 160 |
|
Other | 121 |
| | 99 |
|
| $ | 280 |
| | $ | 259 |
|
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 were not presented because they were not material to Applied's consolidated results of operations. The acquired businesses were 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 29, 2018, Applied’s reporting units include Semiconductor Product Group and Imaging and Process Control Group, which combine to form the Semiconductor Systems reporting segment, Applied Global Services, and Display and Adjacent Markets.
APPLIED MATERIALS, INC.
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 as of July 29, 2018 and October 29, 2017 were as follows:
|
| | | | | | | |
| July 29, 2018 | | October 29, 2017 |
| | | |
| (In millions) |
Semiconductor Systems | $ | 2,151 |
| | $ | 2,151 |
|
Applied Global Services | 1,018 |
| | 1,018 |
|
Display and Adjacent Markets | 199 |
| | 199 |
|
Carrying amount | $ | 3,368 |
| | $ | 3,368 |
|
A summary of Applied’s purchased technology and intangible assets is set forth below:
|
| | | | | | | |
| July 29, 2018 | | October 29, 2017 |
| | | |
| (In millions) |
Purchased technology, net | $ | 154 |
| | $ | 288 |
|
Intangible assets - finite-lived, net | 109 |
| | 124 |
|
Total | $ | 263 |
| | $ | 412 |
|
Finite-Lived Purchased Intangible Assets
Applied amortizes purchased intangible assets with finite lives using the straight-line method over the estimated economic lives of the assets, ranging from 1 to 15 years.
Applied evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. Applied assesses the fair value of the assets based on the amount of the undiscounted future cash flow that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flow expected to result from the use of the asset, plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When Applied identifies an impairment, Applied reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach.
Intangible assets, such as purchased technology, are generally recorded in connection with a business acquisition. The value assigned to intangible assets is usually based on estimates and judgments regarding expectations for the success and life cycle of products and technology acquired. Applied evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, Applied reviews intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable. Management considers such indicators as significant differences in actual product acceptance from the estimates, changes in the competitive and economic environments, technological advances, and changes in cost structure.
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
Details of finite-lived intangible assets were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| July 29, 2018 | | October 29, 2017 |
| 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 |
| | 33 |
| | 44 |
| | 77 |
|
Display and Adjacent Markets | 163 |
| | 38 |
| | 201 |
| | 163 |
| | 38 |
| | 201 |
|
Corporate and Other | — |
| | 9 |
| | 9 |
| | — |
| | 9 |
| | 9 |
|
Gross carrying amount | $ | 1,645 |
| | $ | 343 |
| | $ | 1,988 |
| | $ | 1,645 |
| | $ | 343 |
| | $ | 1,988 |
|
Accumulated amortization: | | | | | | | | | | | |
Semiconductor Systems | $ | (1,334 | ) | | $ | (145 | ) | | $ | (1,479 | ) | | $ | (1,210 | ) | | $ | (131 | ) | | $ | (1,341 | ) |
Applied Global Services | (29 | ) | | (44 | ) | | (73 | ) | | (28 | ) | | (44 | ) | | (72 | ) |
Display and Adjacent Markets | (128 | ) | | (36 | ) | | (164 | ) | | (119 | ) | | (35 | ) | | (154 | ) |
Corporate and Other | — |
| | (9 | ) | | (9 | ) | | — |
| | (9 | ) | | (9 | ) |
Accumulated amortization | $ | (1,491 | ) | | $ | (234 | ) | | $ | (1,725 | ) | | $ | (1,357 | ) | | $ | (219 | ) | | $ | (1,576 | ) |
Carrying amount | $ | 154 |
| | $ | 109 |
| | $ | 263 |
| | $ | 288 |
| | $ | 124 |
| | $ | 412 |
|
Details of amortization expense by segment were as follows:
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| July 29, 2018 | | July 30, 2017 | | July 29, 2018 | | July 30, 2017 |
| | | | | | | |
| (In millions) |
Semiconductor Systems | $ | 47 |
| | $ | 46 |
| | $ | 138 |
| | $ | 138 |
|
Applied Global Services | — |
| | — |
| | 1 |
| | 1 |
|
Display and Adjacent Markets | 3 |
| | 3 |
| | 10 |
| | 4 |
|
Total | $ | 50 |
| | $ | 49 |
| | $ | 149 |
| | $ | 143 |
|
Amortization expense was charged to the following categories:
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| July 29, 2018 | | July 30, 2017 | | July 29, 2018 | | July 30, 2017 |
| | | | | | | |
| (In millions) |
Cost of products sold | $ | 44 |
| | $ | 44 |
| | $ | 134 |
| | $ | 128 |
|
Research, development and engineering | 1 |
| | — |
| | 1 |
| | 1 |
|
Marketing and selling | 5 |
| | 5 |
| | 14 |
| | 14 |
|
Total | $ | 50 |
| | $ | 49 |
| | $ | 149 |
| | $ | 143 |
|
APPLIED MATERIALS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)
As of July 29, 2018, future estimated amortization expense is expected to be as follows:
|
| | | |
| Amortization Expense |
| (In millions) |
2018 (remaining 3 months) | $ | 49 |
|
2019 | 57 |
|
2020 | 52 |
|
2021 | 40 |
|
2022 | 65 |
|
Total | $ | 263 |
|
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 2021. 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 as of both July 29, 2018 and October 29, 2017, and Applied has not utilized these credit facilities. In fiscal 2011, Applied established a short-term commercial paper program of up to $1.5 billion. As of July 29, 2018, Applied did not have any commercial paper outstanding.
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 29, 2018 and October 29, 2017 was as follows:
|
| | | | | | | | | | | |
| Principal Amount | | | | |
| July 29, 2018 | | October 29, 2017 | | Effective Interest Rate | | Interest Pay Dates |
| | | | | | | |
| (In millions) | | | | |
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 |
| | 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 |
| | 1,000 |
| | 4.361% | | April 1, October 1 |
| 5,350 |
| | 5,350 |
| | | | |
Total unamortized discount | (11 | ) | | (12 | ) | | | | |
Total unamortized debt issuance costs | (31 | ) | | (34 | ) | | | | |
Total long-term debt | 5,308 |
| | 5,304 |
| | | | |
| | | | | | | |
Total debt | $ | 5,308 |
| | $ | 5,304 |
| | | | |
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) |
Balance as of October 29, 2017 | $ | 53 |
| | $ | (11 | ) | | $ | (120 | ) | | $ | 14 |
| | $ | (64 | ) |
Adoption of new accounting standards (a) | 5 |
| | (2 | ) | | — |
| | — |
| | 3 |
|
| | | | | | | | | |
Other comprehensive loss before reclassifications | (7 | ) | | (4 | |