Edgar Filing: APPLIED MATERIALS INC /DE

e10vq

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

Form 10-Q


(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended July 31, 2011
or
o		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, P.O. Box 58039 Santa Clara, California (Address of principal executive offices)		95052-8039 (Zip Code)

(Registrant’s telephone number, including area code)

(408) 727-5555

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 o

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 o

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. (Check one):


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o

(Do not check if a smaller reporting company)

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

Number of shares outstanding of the issuer’s common stock as of July 31, 2011: 1,317,531,478

APPLIED MATERIALS, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 31, 2011

TABLE OF CONTENTS


			Page

PART I. FINANCIAL INFORMATION
	Item 1:	Financial Statements (Unaudited)		2
		Consolidated Condensed Statements of Operations for the Three and Nine Months Ended July 31, 2011 and August 1, 2010		2
		Consolidated Condensed Balance Sheets at July 31, 2011 and October 31, 2010		3
		Consolidated Condensed Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the Nine Months Ended July 31, 2011		4
		Consolidated Condensed Statements of Cash Flows for the Nine Months Ended July 31, 2011 and August 1, 2010		5
		Notes to Consolidated Condensed Financial Statements		6
	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
	Item 3:	Quantitative and Qualitative Disclosures About Market Risk		55
	Item 4:	Controls and Procedures		55

PART II. OTHER INFORMATION
	Item 1:	Legal Proceedings		56
	Item 1A:	Risk Factors		56
	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds		68
	Item 3:	Defaults Upon Senior Securities		68
	Item 4:	Removed and Reserved		68
	Item 5:	Other Information		68
	Item 6:	Exhibits		69
		Signatures		70
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION


Item 1.	*Financial Statements*

APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS


	Three Months					Nine Months
	Ended					Ended
	July 31,			August 1,		July 31,			August 1,
	2011			2010		2011			2010
	(Unaudited)
	(In millions, except per share amounts)

Net sales	$	2,787		$	2,518	$	8,336		$	6,662
Cost of products sold		1,603			1,658		4,827			4,164

Gross margin		1,184			860		3,509			2,498
Operating expenses:
Research, development and engineering		282			290		850			865
Selling, general and administrative		240			252		679			700
Restructuring charges and asset impairments (Note 11)		3			135		(30	)		248
Gain on sale of facilities, net (Note 7)		(28	)		—		(27	)		—

Total operating expenses		497			677		1,472			1,813
Income from operations		687			183		2,037			685
Impairment of strategic investments		—			8		—			13
Interest and other expense (Note 10)		25			5		35			15
Interest and other income, net		7			8		33			27

Income before income taxes		669			178		2,035			684
Provision for income taxes		193			55		564			214

Net income	$	476		$	123	$	1,471		$	470

Earnings per share:
Basic	$	0.36		$	0.09	$	1.11		$	0.35
Diluted	$	0.36		$	0.09	$	1.10		$	0.35
Weighted average number of shares:
Basic		1,318			1,340		1,321			1,342
Diluted		1,330			1,349		1,333			1,351

See accompanying Notes to Consolidated Condensed Financial Statements.

APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS*


	July 31,			October 31,
	2011			2010
	(In millions)

ASSETS
Current assets:
Cash and cash equivalents (Notes 3 and 4)	$	5,018		$	1,858
Short-term investments (Notes 3 and 4)		739			727
Accounts receivable, net (Note 6)		1,812			1,831
Inventories (Note 7)		1,849			1,547
Deferred income taxes, net		541			513
Other current assets		314			289

Total current assets		10,273			6,765
Long-term investments (Notes 3 and 4)		1,052			1,307
Property, plant and equipment, net (Note 7)		854			963
Goodwill (Note 8)		1,335			1,336
Purchased technology and other intangible assets, net (Note 8)		223			287
Deferred income taxes and other assets		366			285

Total assets	$	14,103		$	10,943


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt (Note 10)	$	—		$	1
Accounts payable and accrued expenses (Note 7)		1,653			1,766
Customer deposits and deferred revenue (Note 7)		1,347			847
Income taxes payable		278			274

Total current liabilities		3,278			2,888
Long-term debt (Note 10)		1,947			204
Employee benefits and other liabilities (Note 13)		327			315

Total liabilities		5,552			3,407

Commitments and contingencies (Note 15)
Stockholders’ equity (Note 12):
Common stock		13			13
Additional paid-in capital		5,553			5,406
Retained earnings		12,678			11,511
Treasury stock		(9,689	)		(9,396	)
Accumulated other comprehensive income (loss)		(4	)		2

Total stockholders’ equity		8,551			7,536

Total liabilities and stockholders’ equity	$	14,103		$	10,943


*		Amounts as of July 31, 2011 are unaudited. Amounts as of October 31, 2010 are derived from the October 31, 2010 audited consolidated financial statements.

See accompanying Notes to Consolidated Condensed Financial Statements.

APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME (LOSS)


																Accumulated
																Other
						Additional										Comprehensive
	Common Stock					Paid-In		Retained			Treasury Stock					Income
Nine Months Ended July 31, 2011	Shares			Amount		Capital		Earnings			Shares		Amount			(Loss)			Total
	(Unaudited)
	(In millions)

Balance at October 31, 2010		1,328		$	13	$	5,406	$	11,511			537	$	(9,396	)	$	2		$	7,536
Components of comprehensive income, net of tax:
Net income		—			—		—		1,471			—		—			—			1,471
Change in unrealized net gain on investments		—			—		—		—			—		—			(2	)		(2	)
Change in unrealized net gain on derivative instruments		—			—		—		—			—		—			(4	)		(4	)
Change in defined benefit plan liability		—			—		—		—			—		—			(1	)		(1	)
Translation adjustments		—			—		—		—			—		—			1			1

Comprehensive income																				1,465
Dividends		—			—		—		(304	)		—		—			—			(304	)
Share-based compensation		—			—		110		—			—		—			—			110
Issuance under stock plans, net of a tax detriment of $5 and other		10			—		37		—			—		—			—			37
Common stock repurchases		(20	)		—		—		—			20		(293	)		—			(293	)

Balance at July 31, 2011		1,318		$	13	$	5,553	$	12,678			557	$	(9,689	)	$	(4	)	$	8,551

See accompanying Notes to Consolidated Condensed Financial Statements.

APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS


	Nine Months Ended
	July 31,			August 1,
	2011			2010
	(Unaudited)
	(In millions)

Cash flows from operating activities:
Net income	$	1,471		$	470
Adjustments required to reconcile net income to cash provided by operating activities:
Depreciation and amortization		187			236
Net loss (gain) on dispositions and fixed asset retirements		(24	)		14
Provision for bad debts		—			7
Restructuring charges and asset impairments		(30	)		248
Deferred income taxes		(100	)		(215	)
Net recognized loss on investments		13			15
Impairment of strategic investments		—			13
Share-based compensation		110			95
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable		17			(648	)
Inventories		(310	)		100
Prepaid income taxes		—			185
Other current assets		(36	)		(38	)
Other assets		1			(7	)
Accounts payable and accrued expenses		(92	)		374
Customer deposits and deferred revenue		498			167
Income taxes payable		4			192
Employee benefits and other liabilities		19			(10	)

Cash provided by operating activities		1,728			1,198

Cash flows from investing activities:
Capital expenditures		(136	)		(134	)
Proceeds from sale of facilities and dispositions, net of cash sold		126			—
Cash paid for acquisition, net of cash acquired		—			(323	)
Proceeds from sales and maturities of investments		1,173			967
Purchases of investments		(945	)		(1,357	)

Cash provided by (used in) investing activities		218			(847	)

Cash flows from financing activities:
Debt borrowings (repayments), net		1,744			(6	)
Payments of debt issuance costs		(14	)		—
Proceeds from common stock issuances		64			99
Common stock repurchases		(293	)		(200	)
Payments of dividends to stockholders		(291	)		(255	)

Cash provided by (used in) financing activities		1,210			(362	)

Effect of exchange rate changes on cash and cash equivalents		4			(1	)

Increase (decrease) in cash and cash equivalents		3,160			(12	)

Cash and cash equivalents — beginning of period		1,858			1,576

Cash and cash equivalents — end of period	$	5,018		$	1,564

Supplemental cash flow information:
Cash payments for income taxes	$	661		$	255
Cash refunds for income taxes	$	4		$	199
Cash payments for interest	$	7		$	7

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 31, 2010 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 31, 2010 (2010 Form 10-K). Applied’s results of operations for the three and nine months ended July 31, 2011 are not necessarily indicative of future operating results. Applied’s fiscal year ends on the last Sunday in October of each year. Fiscal 2011 contains 52 weeks, while fiscal 2010 contained 53 weeks, and the first nine months of fiscal 2011 contained 39 weeks, while the first nine months of fiscal 2010 contained 40 weeks.

Use of Estimates

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

Revenue Recognition

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

Applied elected to early adopt amended accounting standards issued by the Financial Accounting Standards Board (FASB) for multiple deliverable revenue arrangements on a prospective basis for applicable transactions

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

originating or materially modified after October 25, 2009. The new standard changed the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. The FASB also amended the accounting standards for revenue recognition to exclude software that is contained in a tangible product from the scope of software revenue guidance when the software is essential to the tangible product’s functionality. Implementation of this new authoritative guidance had an insignificant impact on reported net sales compared to net sales under previous guidance, as the new guidance did not change the units of accounting within sales arrangements and the elimination of the residual method for the allocation of arrangement consideration had an inconsequential impact on the amount and timing of reported net sales.

For fiscal 2010 and subsequent periods, 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, as amended.

Recent Accounting Pronouncements

In June 2011, the FASB issued authoritative guidance on the presentation of comprehensive income to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This authoritative guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. This guidance is effective for Applied in the first quarter of fiscal 2012, with early adoption permitted, and should be applied retrospectively. The implementation of this authoritative guidance will change the presentation of comprehensive income only.

In May 2011, the FASB issued authoritative guidance to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. This authoritative guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. This authoritative guidance also expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. The new guidance will be effective for Applied in the first quarter of fiscal 2012. The implementation of this authoritative guidance is not expected to have a material impact on Applied’s financial position or results of operations.

In December 2010, the FASB amended its existing guidance for goodwill and other intangible assets. This authoritative guidance modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if there are qualitative factors indicating that it is more likely than not that a goodwill impairment exists. The qualitative factors are consistent with the existing guidance which requires goodwill of a reporting unit to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This authoritative guidance becomes effective

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

for Applied in the first quarter fiscal 2012. The implementation of this authoritative guidance is not expected to have a material impact on Applied’s financial position or results of operations.

In December 2010, the FASB issued authoritative guidance on business combinations. This authoritative guidance requires a public entity that presents comparative financial statements to disclose the revenue and earnings of the combined entity as though the business combinations that occurred during the current year had occurred as of the beginning of the prior annual reporting period. In addition, this authoritative guidance expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This authoritative guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Applied will comply with this authoritative guidance in the first quarter of fiscal 2012.


Note 2	Earnings Per Share

Basic earnings per share is determined using the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined using the weighted average number of common shares and potential common shares (representing the dilutive effect of stock options, restricted stock units, and employee stock purchase plans shares) outstanding during the period. Applied’s net income has not been adjusted for any period presented for purposes of computing basic or diluted earnings per share due to the Company’s non-complex capital structure. For purposes of computing diluted earnings per share, weighted average potential common shares do not include stock options with an exercise price greater than the average fair market value of Applied common stock for the period as the effect would be anti-dilutive.


	Three Months Ended				Nine Months Ended
	July 31,		August 1,		July 31,		August 1,
	2011		2010		2011		2010
	(In millions, except per share amounts)

Numerator:
Net income	$	476	$	123	$	1,471	$	470
Denominator:
Weighted average common shares outstanding		1,318		1,340		1,321		1,342
Effect of dilutive stock options, restricted stock units and employee stock purchase plans shares		12		9		12		9

Denominator for diluted earnings per share		1,330		1,349		1,333		1,351

Basic earnings per share	$	0.36	$	0.09	$	1.11	$	0.35
Diluted earnings per share	$	0.36	$	0.09	$	1.10	$	0.35
Potentially dilutive securities		17		34		17		34

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 summarizes Applied’s cash, cash equivalents and investments by security type:


			Gross		Gross
			Unrealized		Unrealized		Estimated
July 31, 2011	Cost		Gains		Losses		Fair Value
	(In millions)

Cash	$	918	$	—	$	—	$	918

Cash equivalents:
Money market funds		3,895		—		—		3,895
U.S. commercial paper, corporate bonds and medium-term notes		190		—		—		190
Obligations of states and political subdivisions		15		—		—		15

Total Cash equivalents		4,100		—		—		4,100

Total Cash and Cash equivalents	$	5,018	$	—	$	—	$	5,018

Short-term and long-term investments:
U.S. Treasury and agency securities	$	483	$	3	$	—	$	486
Obligations of states and political subdivisions		452		3		—		455
U.S. commercial paper, corporate bonds and medium-term notes		390		5		—		395
Other debt securities*		363		3		1		365

Total fixed income securities		1,688		14		1		1,701
Publicly traded equity securities		8		21		—		29
Equity investments in privately-held companies		61		—		—		61

Total short-term and long-term investments	$	1,757	$	35	$	1	$	1,791

Total Cash, Cash equivalents and Investments	$	6,775	$	35	$	1	$	6,809

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)


			Gross		Gross
			Unrealized		Unrealized		Estimated
October 31, 2010	Cost		Gains		Losses		Fair Value
	(In millions)

Cash	$	701	$	—	$	—	$	701

Cash equivalents:
Money market funds		1,139		—		—		1,139
Obligations of states and political subdivisions		18		—		—		18

Total Cash equivalents		1,157		—		—		1,157

Total Cash and Cash equivalents	$	1,858	$	—	$	—	$	1,858

Short-term and long-term investments:
U.S. Treasury and agency securities	$	665	$	8	$	—	$	673
Obligations of states and political subdivisions		500		5		—		505
U.S. commercial paper, corporate bonds and medium-term notes		502		7		—		509
Other debt securities*		261		3		1		263

Total fixed income securities		1,928		23		1		1,950
Publicly traded equity securities		9		16		—		25
Equity investments in privately-held companies		59		—		—		59

Total short-term and long-term investments	$	1,996	$	39	$	1	$	2,034

Total Cash, Cash equivalents and Investments	$	3,854	$	39	$	1	$	3,892


*		Other debt securities consist primarily of investment grade asset-backed and mortgage-backed securities.

Maturities of Investments

The following table summarizes the contractual maturities of Applied’s investments at July 31, 2011:


			Estimated
	Cost		Fair Value
	(In millions)

Due in one year or less	$	704	$	707
Due after one through five years		618		626
Due after five years		3		3
No single maturity date		432		455

	$	1,757	$	1,791

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

Gross realized gains and losses on sales of investments during the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended				Nine Months Ended
	July 31,		August 1,		July 31,		August 1,
	2011		2010		2011		2010
	(In millions)

Gross realized gains	$	1	$	1	$	14	$	3
Gross realized losses	$	1	$	1	$	2	$	1

At July 31, 2011, Applied had a gross unrealized loss of $1 million related to its investment portfolio due to a decrease in the fair value of certain fixed income securities. Applied regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether an unrealized loss was considered to be temporary, or other-than-temporary and therefore impaired, include: the length of time and extent to which fair value has been lower than the cost basis; the financial condition, credit quality and near-term prospects of the investee; and whether it is more likely than not that Applied will be required to sell the security prior to recovery. Generally, the contractual terms of investments in marketable securities do not permit settlement at prices less than the amortized cost of the investments. Applied has determined that the gross unrealized losses on its marketable securities at July 31, 2011 are temporary in nature and therefore it did not recognize any impairment of its marketable securities for the three and nine months ended July 31, 2011. Applied determined that the gross unrealized losses on its marketable securities at August 1, 2010, were temporary in nature and therefore it did not recognize any impairment of its marketable securities for the three and nine months ended August 1, 2010.

The following table provides the fair market value of Applied’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired as of July 31, 2011.

In Loss Position for

Less Than 12 Months

Total

Gross

Unrealized

Fair Value

Losses

Fair Value

Losses

(In millions)

Other debt securities

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


Note 4	Fair Value Measurements

Applied’s financial assets are measured and recorded at fair value, except for equity investments held 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.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

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 — Observable 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 July 31, 2011, substantially all of Applied’s available-for-sale, short-term and long-term investments were recognized at fair value that was determined based upon observable inputs.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities (excluding cash balances) measured at fair value on a recurring basis are summarized below as of July 31, 2011 and October 31, 2010:


	July 31, 2011										October 31, 2010
	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
	(In millions)										(In millions)

Assets:
Money market funds	$	3,895	$	—		$	—	$	3,895		$	1,139	$	—		$	—	$	1,139
U.S. Treasury and agency securities		116		370			—		486			153		520			—		673
U.S. commercial paper, corporate bonds and medium-term notes		—		585			—		585			—		509			—		509
Obligations of states and political subdivisions		—		470			—		470			—		523			—		523
Other debt securities		—		365			—		365			—		263			—		263
Publicly traded equity securities		29		—			—		29			25		—			—		25
Foreign exchange derivative assets		—		2			—		2			—		6			—		6

Total	$	4,040	$	1,792		$	—	$	5,832		$	1,317	$	1,821		$	—	$	3,138

Liabilities:
Foreign exchange derivative liabilities	$	—	$	(4	)	$	—	$	(4	)	$	—	$	(1	)	$	—	$	(1	)

Total	$	—	$	(4	)	$	—	$	(4	)	$	—	$	(1	)	$	—	$	(1	)

There were no significant transfers in and out of Level 1 and Level 2 fair value measurements and there were no Level 3 investments during either the three and nine months ended July 31, 2011 or the three and nine months ended August 1, 2010. Applied did not have any financial assets measured at fair value on a recurring basis within Level 3 fair value measurements during the three and nine months ended July 31, 2011 and August 1, 2010.

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. Equity investments in privately-held companies totaled $61 million at July 31, 2011, of which $39 million of investments were accounted for under the cost method of accounting and $22 million of Level 3 investments had been measured at fair value on a non-recurring basis due to an other-than-temporary decline in value. At August 1, 2010, equity investments in privately-held companies totaled $62 million, of which $39 million of investments were accounted for under the cost method of accounting and $23 million of Level 3 investments had been measured at fair value on a non-recurring basis due to an other-than-temporary decline in value.

Applied did not recognize any impairment on its equity investments in privately-held companies for both the three and nine months ended July 31, 2011. During the first nine months of fiscal 2010, Applied determined that certain of its equity investments in privately-held companies were other-than-temporarily impaired and, accordingly, recognized impairment charges in the amounts of $8 million and $13 million for the three and nine months ended August 1, 2010, respectively.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

The following tables present the balances of equity securities at July 31, 2011 and August 1, 2010 that had been measured at fair value on a non-recurring basis, using the process described above, and the impairment charges recorded during the three and nine months then ended:


							Total		Total
							Impairment for		Impairment for
							the Three		the Nine
							Months Ended		Months Ended
	Level 1		Level 2		Level 3		July 31, 2011		July 31, 2011
	(In millions)

Equity investments in privately-held companies measured at fair value on a non-recurring basis during fiscal 2011	$	—	$	—	$	22	$	—	$	—


							Total		Total
							Impairment for		Impairment for
							the Three		the Nine
							Months Ended		Months Ended
	Level 1		Level 2		Level 3		August 1, 2010		August 1, 2010
	(In millions)

Equity investments in privately-held companies measured at fair value on a non-recurring basis during fiscal 2010	$	—	$	—	$	23	$	8	$	13

At October 31, 2010, equity investments in privately-held companies totaled $59 million, of which $40 million of investments were accounted for under the cost method of accounting and $19 million of Level 3 investments had been measured at fair value on a non-recurring basis due to an other-than-temporary decline in value.

Other

The carrying amounts of Applied’s financial instruments, including cash and cash equivalents, accounts receivable, notes payable, and accounts payable and accrued expenses, approximate fair value due to the short maturities of these financial instruments. The carrying amount of Applied’s long-term debt at July 31, 2011 was $1.9 billion and the estimated fair value was $2.1 billion. At October 31, 2010, the carrying amount of long-term debt was $205 million and the estimated fair value was $238 million. The estimated fair value of long-term debt is determined by Level 2 inputs and is based primarily on quoted market prices for the same or similar issues.


Note 5	Derivative Instruments and Hedging Activities

Derivative Financial Instruments

Applied conducts business in a number of foreign countries, with certain transactions denominated in local currencies, such as Japanese yen, euro, Israeli shekel, Taiwanese dollar and Swiss franc. Applied uses derivative financial instruments, such as forward exchange contracts and currency option contracts, to hedge certain forecasted foreign currency denominated transactions expected to occur typically 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. 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

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

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 July 31, 2011 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 nine months ended July 31, 2011 and August 1, 2010.

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.

Fair values of derivative instruments were as follows:


		Asset Derivatives					Liability Derivatives
	Balance Sheet	July 31,				Balance Sheet	July 31,
	Location	2011		October 31, 2010		Location	2011		October 31, 2010
		(In millions)					(In millions)

Derivatives Designated as Hedging Instruments

Foreign exchange contracts	Other current assets	$	1	$	5	Accrued expenses	$	4	$	1

Derivatives Not Designated as Hedging Instruments

Foreign exchange contracts	Other current assets	$	1	$	1	Accrued expenses	$	—	$	—

Total derivatives		$	2	$	6		$	4	$	1

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

The effect of derivative instruments on the Consolidated Condensed Statement of Operations for the three and nine months ended July 31, 2011 and August 1, 2010 was as follows:


		Three Months Ended July 31, 2011								Three Months Ended August 1, 2010
							Ineffective Portion									Ineffective Portion
							and Amount									and Amount
	Location of Gain						Excluded from									Excluded from
	or (Loss)						Effectiveness									Effectiveness
	Reclassified from	Effective Portion					Testing			Effective Portion						Testing
	AOCI into Income	Gain or (Loss)			Gain or (Loss)		Gain or (Loss)			Gain or (Loss)			Gain or (Loss)			Gain or (Loss)
	or Recognized in	Recognized in			Reclassified from		Recognized in			Recognized in			Reclassified from			Recognized in
	Income	AOCI			AOCI into Income		Income			AOCI			AOCI into Income			Income
		(In millions)								(In millions)

Derivatives in Cash Flow Hedging Relationships

Foreign exchange contracts	Cost of products sold	$	(7	)	$	1	$	(2	)	$	(3	)	$	(1	)	$	(2	)
Foreign exchange contracts	General and administrative		—			2		—			—			(3	)		—

Total		$	(7	)	$	3	$	(2	)	$	(3	)	$	(4	)	$	(2	)


		Nine Months Ended July 31, 2011							Nine Months Ended August 1, 2010
						Ineffective Portion									Ineffective Portion
						and Amount									and Amount
	Location of Gain					Excluded from									Excluded from
	or (Loss)					Effectiveness									Effectiveness
	Reclassified from	Effective Portion				Testing			Effective Portion						Testing
	AOCI into Income	Gain or (Loss)		Gain or (Loss)		Gain or (Loss)			Gain or (Loss)			Gain or (Loss)			Gain or (Loss)
	or Recognized in	Recognized in		Reclassified from		Recognized in			Recognized in			Reclassified from			Recognized in
	Income	AOCI		AOCI into Income		Income			AOCI			AOCI into Income			Income
		(In millions)							(In millions)

Derivatives in Cash Flow Hedging Relationships

Foreign exchange contracts	Cost of products sold	$	5	$	6	$	(5	)	$	(5	)	$	(3	)	$	(2	)
Foreign exchange contracts	General and administrative		—		5		(1	)		—			(4	)		(1	)

Total		$	5	$	11	$	(6	)	$	(5	)	$	(7	)	$	(3	)


		Three Months Ended						Nine Months Ended
		July 31,			August 1,			July 31,			August 1,
		2011			2010			2011			2010
	Location of Gain
	or (Loss)	Amount of Gain or						Amount of Gain or
	Recognized in	(Loss)						(Loss)
	Income	Recognized in Income						Recognized in Income
		(In millions)						(In millions)

Derivatives Not Designated as Hedging Instruments

Foreign exchange contracts	General and administrative	$	(5	)	$	(8	)	$	(2	)	$	(12	)

Total		$	(5	)	$	(8	)	$	(2	)	$	(12	)

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 not material as of July 31, 2011.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Entering into foreign exchange contracts with banks exposes Applied to credit-related losses in the event of the banks’ nonperformance. However, Applied does not consider its exposure to be 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 also discounts letters of credit through various financial institutions. Applied sells its accounts receivable without recourse. Details of discounted letters of credit, factored accounts receivable and discounted promissory notes for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended				Nine Months Ended
	July 31,		August 1,		July 31,		August 1,
	2011		2010		2011		2010
	(In millions)

Discounted letters of credit	$	38	$	81	$	211	$	134
Factored accounts receivable and discounted promissory notes		25		56		80		106

Total	$	63	$	137	$	291	$	240

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 July 31, 2011 and October 31, 2010. 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 July 31, 2011, Applied will continue to closely monitor customer liquidity and other economic conditions, which may result in changes to Applied’s estimates regarding collectability.


Note 7	Balance Sheet Detail


	July 31,		October 31,
	2011		2010
	(In millions)

Inventories
Customer service spares	$	328	$	324
Raw materials		408		260
Work-in-process		457		500
Finished goods		656		463

	$	1,849	$	1,547

Included in finished goods inventory is $281 million at July 31, 2011, and $148 million at October 31, 2010, 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 $145 million and $117 million of evaluation inventory at July 31, 2011 and October 31, 2010, respectively.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)


			July 31,			October 31,
	Useful Life		2011			2010
	(In years)		(In millions)

Property, Plant and Equipment, Net
Land and improvements			$	169		$	227
Buildings and improvements		3-30		1,170			1,234
Demonstration and manufacturing equipment		3-5		679			670
Furniture, fixtures and other equipment		3-15		715			719
Construction in progress				24			19

Gross property, plant and equipment				2,757			2,869
Accumulated depreciation				(1,903	)		(1,906	)

			$	854		$	963

In the first quarter of fiscal 2011, Applied received $39 million in proceeds from the sale of a property located in North America and incurred a loss of $1 million on the transaction. In the third quarter of fiscal 2011, Applied received $60 million in proceeds from the sale of a property located in North America and incurred a gain of $28 million on the transaction. In the third quarter of fiscal 2011, Applied completed the divestiture of certain assets held for sale for proceeds of $27 million, net of cash sold.


	July 31,		October 31,
	2011		2010
	(In millions)

Accounts Payable and Accrued Expenses
Accounts payable	$	656	$	658
Compensation and employee benefits		405		435
Warranty		188		155
Dividends payable		105		93
Other accrued taxes		76		99
Restructuring reserve		16		104
Interest payable		15		1
Other		192		221

	$	1,653	$	1,766

Other accrued expenses included contractual termination obligation charges of $10 million and $40 million as of July 31, 2011 and October 31, 2010, respectively.


	July 31,		October 31,
	2011		2010
	(In millions)

Customer Deposits and Deferred Revenue
Customer deposits	$	442	$	407
Deferred revenue		905		440

	$	1,347	$	847

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

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)


Note 8	Goodwill, Purchased Technology and Other Intangible Assets

Goodwill and Purchased Intangible Assets

Applied’s methodology for allocating the purchase price relating to purchase acquisitions is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition 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. For goodwill, Applied performs a two-step impairment test. In the first step, Applied compares the estimated fair value of each reporting unit to its carrying value. Applied’s reporting units are consistent with the reportable segments identified in Note 16, based on the manner in which Applied operates its business and the nature of those operations. Applied determines the fair value of each of its reporting units based on a weighting of income and market approaches. Under the income approach, Applied calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Estimated future cash flows will be impacted by a number of factors including anticipated future operating results, estimated cost of capital and/or discount rates. Under the market approach, Applied estimates the fair value based on market multiples of revenue or earnings for comparable companies, as appropriate. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then Applied would perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. Applied would then allocate the fair value of the reporting unit to all of the assets and liabilities of that unit, as if Applied had acquired the reporting unit in a business combination, with the fair value of the reporting unit being the “purchase price.” The excess of the “purchase price” over the carrying amounts assigned to assets and liabilities represents the implied fair value of goodwill. If Applied determined that the carrying value of a reporting unit’s goodwill exceeded its implied fair value, Applied would record an impairment charge equal to the difference.

Applied conducted impairment tests in the fourth quarter of fiscal 2010, and the results of the first step of the impairment test indicated that Applied’s goodwill and purchased intangible assets with indefinite useful lives for each of its reporting units were not impaired. The purchased intangible assets with indefinite lives consisted primarily of a trade name. In the second quarter of fiscal 2011, Applied negotiated the divestiture of certain assets and determined the trade name included in assets held for sale to be impaired, and recorded $18 million of impairment charges.

Effective in the first quarter of fiscal 2011, Applied transferred its SunFab thin film solar product from the Energy and Environmental Solutions segment to the Applied Global Services segment. As a result of this transfer, Applied reallocated $17 million of goodwill from its Energy and Environmental Solutions segment to its Applied Global Services segment.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Details of goodwill and other indefinite-lived intangible assets were as follows:


	July 31, 2011						October 31, 2010
			Other						Other
			Intangible						Intangible
	Goodwill		Assets		Total		Goodwill		Assets		Total
	(In millions)

Silicon Systems Group	$	381	$	—	$	381	$	381	$	—	$	381
Applied Global Services		193		—		193		177		18		195
Display		116		—		116		116		—		116
Energy and Environmental Solutions		645		—		645		662		—		662

Carrying amount	$	1,335	$	—	$	1,335	$	1,336	$	18	$	1,354

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 environment, technological advances, and changes in cost structure.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Details of amortized intangible assets were as follows:


	July 31, 2011									October 31, 2010
				Other									Other
	Purchased			Intangible						Purchased			Intangible
	Technology			Assets			Total			Technology			Assets			Total
							(In millions)

Silicon Systems Group	$	310		$	20		$	330		$	310		$	20		$	330
Applied Global Services		28			40			68			32			61			93
Display		110			33			143			110			33			143
Energy and Environmental Solutions		105			232			337			105			232			337

Gross carrying amount	$	553		$	325		$	878		$	557		$	346		$	903

Silicon Systems Group	$	(255	)	$	(8	)	$	(263	)	$	(247	)	$	(6	)	$	(253	)
Applied Global Services		(19	)		(31	)		(50	)		(19	)		(43	)		(62	)
Display		(100	)		(24	)		(124	)		(96	)		(23	)		(119	)
Energy and Environmental Solutions		(45	)		(173	)		(218	)		(37	)		(163	)		(200	)

Accumulated amortization	$	(419	)	$	(236	)	$	(655	)	$	(399	)	$	(235	)	$	(634	)

Carrying amount	$	134		$	89		$	223		$	158		$	111		$	269

Aggregate amortization expense was $13 million and $17 million for the three months ended July 31, 2011 and August 1, 2010, respectively, and $40 million and $71 million for the nine months ended July 31, 2011 and August 1, 2010, respectively. In the second quarter of fiscal 2011, Applied entered into an agreement to divest certain assets held in the Applied Global Services segment and determined certain identified purchased technology and finite-lived intangible assets included in assets held for sale to be impaired, and, accordingly, recorded $6 million of impairment charges.

As of July 31, 2011, future estimated amortization expense is expected to be as follows:


	Amortization Expense
	(In millions)

2011	$	12
2012		50
2013		48
2014		40
2015		25
Thereafter		48

	$	223


Note 9	Business Combinations

On May 4, 2011, Applied and Varian Semiconductor Equipment Associates, Inc. (Varian) announced the signing of a definitive merger agreement (the Merger Agreement) under which Applied agreed to acquire Varian for $63 per share in cash. The total consideration is approximately $4.9 billion, which includes certain post-closing equity based compensation. Varian designs, manufactures, markets and services semiconductor processing equipment and is the leading supplier of ion implantation equipment used by chip makers around the world. Varian stockholders approved the Merger Agreement at a special meeting held on August 11, 2011. Consummation of the proposed merger remains subject to various other customary closing conditions, including receipt of certain domestic and foreign antitrust approvals (including under the U.S. Hart-Scott-Rodino Antitrust Improvements Act

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

of 1976, as amended (the HSR Act). Upon completion of the merger, Varian will operate within Applied’s Silicon Systems Group and will continue to be based in Gloucester, Massachusetts.

The Merger Agreement contains certain termination rights and provides that (i) upon the termination of the Merger Agreement under specified circumstances, including, among others, by Varian to accept a superior offer or by Applied upon a change in the recommendation of Varian’s board of directors, Varian will owe Applied a cash termination fee of $147 million; and (ii) upon termination of the Merger Agreement due to the failure to obtain certain antitrust approvals, Applied will owe Varian a cash termination fee of $200 million.

Applied expects to fund the transaction with a combination of existing cash balances and debt. On June 8, 2011, Applied issued senior unsecured notes (the Notes) in the aggregate principal amount of $1.75 billion with the intent of using the net proceeds of the Notes to fund a portion of the consideration and certain costs associated with the proposed merger. In the event that the Merger Agreement is terminated or Applied does not consummate the merger on or before May 31, 2012, Applied will be required to redeem the Notes at a redemption price of 101% of the aggregate principal amount of the accrued and unpaid interest. The indenture governing the Notes includes certain covenants with which Applied was in compliance at July 31, 2011. See Note 10 for additional discussion of long-term debt.

On June 13, 2011, Applied received a request for additional information from the Antitrust Division of the U.S. Department of Justice (DOJ) in connection with the merger as part of the regulatory process under the HSR Act. Applied is responding to the request and will continue to work cooperatively with the DOJ as the DOJ conducts its review. The effect of the DOJ’s request is to extend the waiting period imposed by the HSR Act until 30 days after Applied has substantially complied with the request and Varian has substantially complied with the request that it received.


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 four-year revolving credit agreement with a group of banks that is scheduled to expire in May 2015. 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 July 31, 2011. Remaining credit facilities in the amount of approximately $103 million are with Japanese banks. Applied’s ability to borrow under these facilities is subject to bank approval at the time of the borrowing request, and any advances will be at rates indexed to the banks’ prime reference rate denominated in Japanese yen. No amounts were outstanding under any of these facilities at both July 31, 2011 and October 31, 2010.

Long-term debt outstanding as of July 31, 2011 was as follows:


	Principal			Stated			Effective			Interest	Interest
Due Date	Amount			Interest Rate			Interest Rate			Pay Date	Pay Date
	(In millions)

June 15, 2016	$	400			2.650	%		2.666	%	June 15	December 15
October 15, 2017		200			7.125	%		7.190	%	April 15	October 15
June 15, 2021		750			4.300	%		4.326	%	June 15	December 15
June 15, 2041		600			5.850	%		5.879	%	June 15	December 15
Other debt		1

		1,951
Total unamortized discount		(4	)
Current portion		—

Total long-term debt	$	1,947

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Long-term debt outstanding as of October 31, 2010 was as follows:


	Principal			Stated			Effective			Interest		Interest
Due Date	Amount			Interest Rate			Interest Rate			Pay Date		Pay Date
	(In millions)

October 15, 2017	$	200			7.125	%		7.190	%		April 15		October 15
Other debt		5

		205
Total unamortized discount		—
Current portion		(1	)

Total long-term debt	$	204

In June 2011, Applied issued senior unsecured notes due 2016, 2021, and 2041 in the aggregate principal amount of $1.75 billion (collectively, the Notes) pursuant to the terms of an indenture and first supplemental indenture (collectively, the Indenture). The Indenture contains certain covenants with which Applied was in compliance at July 31, 2011. The Notes were sold in a public offering pursuant to a registration statement on Form S-3 and related preliminary prospectus supplement filed with the Securities and Exchange Commission (SEC) on June 1, 2011, and a related final prospectus supplement filed with the SEC on June 2, 2011. Applied intends to use the net proceeds of the Notes to fund a portion of the consideration payable in, and certain costs associated with, Applied’s proposed merger with Varian. In the event that the Merger Agreement is terminated or Applied does not consummate the merger on or before May 31, 2012, Applied will be required to redeem the Notes at a redemption price equal to 101% of the aggregate principal amount of the Notes plus any accrued and unpaid interest.


Note 11	Restructuring and Asset Impairments

On July 21, 2010, Applied announced a plan to restructure its Energy and Environmental Solutions segment, which was expected to impact between 400 to 500 positions globally. During the third quarter of fiscal 2010, Applied incurred employee severance charges of $45 million associated with this program. During the first quarter of fiscal 2011, as a result of changes in Applied’s operating environment and business requirements, Applied revised its workforce reduction under this program to approximately 200 positions and recorded a favorable adjustment of $28 million. The improved economic environment continued in the second quarter of fiscal 2011, and as a result Applied recorded an additional favorable adjustment of $8 million. As of July 31, 2011, the remaining severance accrual associated with restructuring reserves under this program was $1 million.

On November 11, 2009, Applied announced a restructuring program to reduce its global workforce as of October 25, 2009 by approximately 1,300 to 1,500 positions, or 10 to 12 percent, over a period of 18 months. During the first quarter of fiscal 2010, Applied recorded restructuring charges of $104 million associated with this program. During the third quarter of fiscal 2010, as a result of changes in business requirements, Applied revised its global workforce reduction under this program to approximately 1,000 positions and recorded a favorable adjustment of $20 million. The improved economic environment continued in the second quarter of fiscal 2011, and as a result Applied recorded an additional favorable adjustment of $19 million. As of July 31, 2011, the remaining severance accrual associated with restructuring reserves under this program was $10 million.

During the first and second quarters of fiscal 2011, Applied favorably adjusted the severance accrual associated with a global restructuring program announced in the first quarter of fiscal 2009 by $4 million and $1 million, respectively. As of July 31, 2011, no severance accrual remained under this program.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Changes in severance accruals associated with restructuring reserves for the nine months ended July 31, 2011 were as follows:


	Severance
	(In millions)

Balance, October 31, 2010	$	99
Consumption of reserves		(14	)
Adjustment of restructuring reserves		(32	)

Balance, January 30, 2011		53
Consumption of reserves		(7	)
Adjustment of restructuring reserves		(28	)

Balance, May 1, 2011		18
Consumption of reserves		(7	)

Balance, July 31, 2011	$	11

In addition, as of July 31, 2011, Applied had $5 million in restructuring reserves associated with facilities.

In the second quarter of fiscal 2011, Applied incurred impairment charges of $24 million associated with certain intangible assets and purchased technology. See Note 8 of the Notes to Consolidated Condensed Financial Statement. In the third quarter of fiscal 2011, Applied incurred asset impairment charges of $3 million related to certain fixed assets.

In the second quarter of fiscal 2010, Applied recorded an asset impairment charge of $9 million to write down a facility to its estimated fair value based on prices for comparable local properties. The facility was reclassified as an asset held for sale. In the first quarter of fiscal 2011, Applied recorded additional impairment charges of $3 million related to this facility.


Note 12	Stockholders’ Equity, Comprehensive Income and Share-Based Compensation

Comprehensive Income

Components of comprehensive income, on an after-tax basis where applicable, were as follows:


	Three Months Ended					Nine Months Ended
	July 31,			August 1,		July 31,			August 1,
	2011			2010		2011			2010
	(In millions)

Net income	$	476		$	123	$	1,471		$	470
Change in unrealized net gain on investments		(1	)		5		(2	)		7
Change in unrealized net gain on derivative instruments
qualifying as cash flow hedges		(6	)		1		(4	)		1
Change in defined benefit plan liability		—			—		(1	)		—
Foreign currency translation adjustments		1			1		1			—

Comprehensive income	$	470		$	130	$	1,465		$	478

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

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


	July 31,			October 31,
	2011			2010
	(In millions)

Pension liability	$	(40	)	$	(39	)
Unrealized gain on investments, net		23			25
Unrealized gain on derivative instruments qualifying as cash flow hedges		—			4
Cumulative translation adjustments		13			12

Accumulated other comprehensive income (loss)	$	(4	)	$	2

For further details on derivative instruments, see Note 5 of the Notes to Consolidated Condensed Financial Statements.

Stock Repurchase Program

On March 8, 2010, Applied’s Board of Directors approved a new stock repurchase program authorizing up to $2.0 billion in repurchases over the next three years ending in March 2013. Under this authorization, Applied renewed its systematic stock repurchase program and may also make supplemental stock repurchases from time to time, depending on market conditions, stock price and other factors.

The following table summarizes Applied’s stock repurchases during the three and nine months ended July 31, 2011 and August 1, 2010:


	Three Months Ended				Nine Months Ended
	July 31,		August 1,		July 31,		August 1,
	2011		2010		2011		2010
	(In millions, except per share amounts)

Shares of common stock repurchased		2		8		20		16
Cost of stock repurchased	$	25	$	100	$	293	$	200
Average price paid per share	$	12.77	$	12.65	$	14.31	$	12.87

Dividends

The following table summarizes the dividends declared by Applied’s Board of Directors during fiscal 2011:


Date Declared	Record Date	Payable Date	Amount per Share

December 7, 2010	March 2, 2011	March 23, 2011	$	0.07
March 8, 2011	June 1, 2011	June 22, 2011	$	0.08
June 6, 2011	August 31, 2011	September 21, 2011	$	0.08

Applied currently anticipates that it will continue to pay cash dividends on a quarterly basis in the future, although the declaration and amount of any future cash dividend are at the discretion of the Board of Directors and will depend on Applied’s financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination that cash dividends are in the best interest of Applied’s stockholders.

Share-Based Compensation

Applied has adopted stock plans that permit grants to employees of share-based awards, including stock options, restricted stock and restricted stock units (also referred to as “performance shares” under Applied’s principal equity compensation plan, the Employee Stock Incentive Plan). In addition, the Employee Stock Incentive Plan provides for the automatic grant of restricted stock units to non-employee directors and permits the grant of

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

share-based awards to consultants. 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 nine months ended July 31, 2011 and August 1, 2010, Applied recognized equity-based compensation expense related to stock options, ESPP shares, restricted stock units and restricted stock. Total share-based compensation and related tax benefits were as follows:


	Three Months Ended				Nine Months Ended
	July 31,		August 1,		July 31,		August 1,
	2011		2010		2011		2010
	(In millions)

Share-based compensation	$	38	$	32	$	110	$	95
Tax benefit recognized	$	11	$	10	$	33	$	28

The effect of share-based compensation on the results of operations for the three and nine months ended July 31, 2011 and August 1, 2010 was as follows:


	Three Months Ended				Nine Months Ended
	July 31,		August 1,		July 31,		August 1,
	2011		2010		2011		2010
	(In millions)

Cost of products sold	$	13	$	10	$	36	$	23
Research, development, and engineering		12		11		35		33
General and administrative		9		8		27		24
Marketing and selling		4		3		12		15

Total share-based compensation	$	38	$	32	$	110	$	95

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

At July 31, 2011, Applied had $243 million in total unrecognized compensation expense, net of estimated forfeitures, related to grants of stock options, restricted stock units and restricted stock, and shares issued under Applied’s ESPP, which will be recognized over a weighted average period of 2.8 years. At July 31, 2011, there were 155 million shares available for stock option, restricted stock unit, and restricted stock grants and an additional 56 million shares available for issuance under the ESPP.

Stock Options

Applied grants options to purchase shares of its common stock to employees and consultants. The exercise price of each stock option equals the fair market value of Applied common stock on the date of grant. Options typically vest over three to four years, subject to the grantee’s continued service with Applied through the scheduled vesting date, and expire no later than seven years from the grant date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. This model was developed for use in estimating the value of publicly traded options that have no vesting restrictions and are fully transferable. Applied’s employee stock options have characteristics significantly different from those of publicly traded options. There were no stock options granted in the nine months ended July 31, 2011.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Stock option activity for the nine months ended July 31, 2011 was as follows:


				Weighted
				Average
				Exercise
	Shares			Price
	(In millions, except per share amounts)

Outstanding, at October 31, 2010		51		$	15.04
Granted		—		$	—
Exercised		(4	)	$	9.29
Canceled and forfeited		(15	)	$	20.76

Outstanding at July 31, 2011		32		$	13.10

Exercisable at July 31, 2011		26		$	14.22

Restricted Stock Units and Restricted Stock

Restricted stock units are converted into shares of Applied common stock upon vesting on a one-for-one basis. Restricted stock has the same rights as other issued and outstanding shares of Applied common stock except these shares have no right to dividends and are held in escrow until the award vests. Restricted stock units and awards of restricted stock typically vest over three to four years. Vesting of restricted stock units and restricted stock usually is subject to the grantee’s continued service with Applied and, in some cases, achievement of specified performance goals. The compensation expense related to these awards is determined using the fair market value of Applied common stock on the date of the grant, and the compensation expense is recognized over the vesting period. Beginning in fiscal 2007, Applied initiated a performance-based equity award program for named executive officers and other key employees. Awards of restricted stock units or restricted stock granted under this program vest only if specific performance goals set by the Human Resources and Compensation Committee of Applied’s Board of Directors (the Committee) are achieved and if the grantee remains employed by Applied through the applicable vesting date. The performance goals require the achievement of targeted adjusted annual operating profit margin levels compared to Applied’s peer companies in at least one of the four fiscal years beginning with the fiscal year of the grant. The fair value of these performance-based awards is estimated using the fair market value of Applied common stock on the date of the grant and assumes that the specified performance goals will be achieved. If achieved, these awards vest over a specified remaining service period. If the performance goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. The expected cost of each award is reflected over the service period and is reduced for estimated forfeitures. The Committee approved the grant of 2 million performance-based restricted stock units and 0.1 million performance-based shares of restricted stock under this program in the nine months ended July 31, 2011. With respect to the performance-based awards granted in fiscal 2010, as of July 31, 2011, 40 percent of the awards had been earned, subject to additional time-based vesting requirements. The remaining 60 percent of the awards may still be earned, depending on future performance in one or more of fiscal years 2011 through 2013. With respect to most of the performance-based awards granted in fiscal 2008, as of July 31, 2011, 78 percent of the awards had been earned, subject to additional time-based vesting requirements. The remaining 22 percent of the awards may still be earned depending on performance during fiscal 2011.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Restricted stock unit and restricted stock activity for the nine months ended July 31, 2011 was as follows:


				Weighted		Weighted
				Average		Average
				Grant Date		Remaining
	Shares			Fair Value		Contractual Term
	(In millions, except per share amounts)

Non-vested restricted stock units and restricted stock at October 31, 2010		18		$	13.33		2.8 Years
Granted		17		$	12.65
Vested		(4	)	$	13.59
Canceled		(2	)	$	13.18

Non-vested restricted stock units and restricted stock at July 31, 2011		29		$	12.90		2.9 Years

Employee Stock Purchase Plans

Under the ESPP, substantially all employees may purchase Applied common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of Applied common stock at the beginning or end of each 6-month purchase period, subject to certain limits. Based on the Black-Scholes option pricing model, the weighted average estimated fair value of purchase rights under the ESPP was $3.61 and $3.00 for the nine months ended July 31, 2011 and August 1, 2010, respectively. No shares were issued under the ESPP during the three months ended July 31, 2011 or August 1, 2010. The number of shares issued under the ESPP during the nine months ended July 31, 2011 and August 1, 2010 was 3 million and 2 million, respectively. Compensation expense is calculated using the fair value of the employees’ purchase rights under the Black-Scholes model. Underlying assumptions used in the model are outlined in the following table:


	Nine Months Ended
	July 31,			August 1,
	2011			2010

ESPP:
Dividend yield		1.98	%		2.24	%
Expected volatility		27	%		33	%
Risk-free interest rate		0.17	%		0.18	%
Expected life (in years)		0.5			0.5

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)


Note 13	Employee Benefit Plans

Applied sponsors a number of employee benefit plans, including defined benefit plans of certain foreign subsidiaries, and a plan that provides certain medical and vision benefits to eligible retirees. A summary of the components of net periodic benefit costs of these defined and postretirement benefit plans for the three and nine months ended July 31, 2011 and August 1, 2010 is presented below:


	Three Months Ended						Nine Months Ended
	July 31,			August 1,			July 31,			August 1,
	2011			2010			2011			2010
	(In millions)

Service cost	$	4		$	3		$	11		$	10
Interest cost		3			4			10			10
Expected return on plan assets		(3	)		(2	)		(8	)		(6	)
Amortization of actuarial loss		1			—			2			1

Net periodic benefit cost	$	5		$	5		$	15		$	15


Note 14	Income Taxes

Applied’s effective income tax rate for the third quarter of fiscal 2011 and fiscal 2010 was a provision of 28.8 percent and 30.8 percent, respectively. Applied’s effective income tax rate for the first nine months of fiscal 2011 and fiscal 2010 was a provision of 27.7 percent and 31.3 percent, respectively. The rates for the three and nine months ended July 31, 2011 were both lower than the rates for the comparable periods in the prior year primarily due to an increase in income in jurisdictions outside the U.S. with lower tax rates. The tax rates for the three and nine months ended July 31, 2011 further benefited from tax incentives offered in several jurisdictions. The tax rates for the nine months ended July 31, 2011 and for the three and nine months ended August 1, 2010 included the impact of restructuring charges. Applied’s future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of Applied’s pre-tax income, and the tax rate on equity compensation. Management carefully monitors these factors and timely adjusts the interim income tax rate accordingly.

A number of Applied’s tax returns remain subject to examination by taxing authorities. These include U.S. federal returns for fiscal 2005 and later years, California returns for fiscal 2006 and later years, tax returns for certain other states for fiscal 2005 and later years, and tax returns in certain jurisdictions outside of the United States for fiscal 2003 and later years.

Applied has requested a refund of federal income tax through an amended return for fiscal 2006 that has been under audit by the Internal Revenue Service along with the Company’s fiscal 2007 return. The Internal Revenue Service has recommended a refund in the amount of $240 million plus interest, which is subject to approval by the Joint Committee on Taxation of the U.S. Congress. The Joint Committee on Taxation may complete its review by the end of fiscal 2011, which may impact Applied’s unrecognized tax benefits. The refund will be recognized when notice of congressional approval is received.

The timing of the resolution of income tax examinations, as well as the amounts and timing of various tax payments that may be made as part of the resolution process, is highly uncertain. This could cause large fluctuations in the balance sheet classification of current assets and non-current assets and liabilities.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)


Note 15	Commitments and Contingencies

Warranty

Changes in the warranty reserves during the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended						Nine Months Ended
	July 31,			August 1,			July 31,			August 1,
	2011			2010			2011			2010
	(In millions)

Beginning balance	$	184		$	140		$	155		$	117
Provisions for warranty		43			37			142			103
Consumption of reserves		(39	)		(30	)		(109	)		(73	)

Ending balance	$	188		$	147		$	188		$	147

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

Guarantees

In the ordinary course of business, Applied provides standby letters of credit or other guarantee instruments to third parties as required for certain transactions initiated by either Applied or its subsidiaries. As of July 31, 2011, the maximum potential amount of future payments that Applied could be required to make under these guarantee agreements was approximately $52 million. Applied has not recorded any liability in connection with these guarantee agreements beyond that required to appropriately account for the underlying transaction being guaranteed. Applied does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under these guarantee agreements.

Applied also has agreements with various banks to facilitate subsidiary banking operations worldwide, including overdraft arrangements, issuance of bank guarantees, and letters of credit. As of July 31, 2011, Applied Materials Inc. has provided parent guarantees to banks for approximately $200 million to cover these services.

Legal Matters

Varian Shareholder Litigation

In connection with the proposed merger with Varian, on July 13, 2011, a lawsuit (the “Crane lawsuit”) was filed in the U.S. District Court for the District of Massachusetts by David Crane, individually and on behalf of a putative class of Varian stockholders, against Varian and its directors, as well as Applied and Applied’s acquisition subsidiary. The Crane lawsuit alleged that Varian’s directors breached their fiduciary duties by failing to maximize shareholder value, securing benefits for certain defendants, inhibiting alternative offers and failing to disclose material information, and that Applied aided and abetted such alleged breaches. The plaintiff in the Crane lawsuit filed a motion for expedited discovery that was denied on July 18, 2011, and his renewed discovery motion was denied on July 20, 2011. On July 21, 2011, plaintiff voluntarily dismissed his action without prejudice.

On July 23, 2011, the Louisiana Municipal Police Employees Retirement Systems filed a lawsuit (the “LMPERS lawsuit”), for itself and on behalf of a putative class of Varian stockholders, in the same court and against the same defendants as, and alleging claims similar to, the Crane lawsuit. The LMPERS lawsuit seeks, among other things, an order rescinding the Merger Agreement, an injunction preventing consummation of the transaction, a

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

constructive trust in favor of the plaintiff class, and attorneys’ fees. On July 25, 2011, plaintiff in the LMPERS lawsuit filed motions for expedited discovery and for a preliminary injunction to prevent a shareholder vote on the merger. The Court denied plaintiff’s motion for expedited discovery on August 1, 2011 and denied plaintiff’s motion for a preliminary injunction on August 8, 2011.

Applied believes that the LMPERS lawsuit is without merit and that Applied has meritorious defenses that it intends to pursue vigorously.

Semitool Shareholder Litigation

On November 17, 2009, Applied announced that it was making a tender offer to acquire all of the outstanding shares of Semitool, Inc. (Semitool) in accordance with an Agreement and Plan of Merger entered into with Semitool. Following this announcement, three lawsuits were filed by Semitool shareholders in the District Court of the Eleventh Judicial District Court for the State of Montana, County of Flathead, against Semitool, Semitool’s directors, Applied Materials, Inc. and Applied’s acquisition subsidiary. The actions sought certification of a class of all holders of Semitool common stock, except the defendants and their affiliates. The complaints alleged that Semitool’s directors breached their fiduciary duties by, among other things, failing to maximize shareholder value and failing to disclose material information, and that Applied aided and abetted such alleged breaches. The actions sought injunctive relief, damages and attorneys’ fees.

On December 14, 2009, all parties in these cases reached an agreement in principle to settle the matters. Without admitting any wrongdoing or fault, Semitool disclosed certain additional information in its Schedule 14D-9 filed with the SEC on December 14, 2009. Following the tender of shares representing over 95 percent of the outstanding shares of Semitool common stock, the merger of Semitool into Applied’s acquisition subsidiary was completed on December 21, 2009. In November 2010, the parties filed their Stipulation and Agreement of Settlement, which provided, among other things, that plaintiffs agreed to release all known and unknown claims related to the tender offer and the merger (with certain exceptions), and defendants agreed not to object to an application by plaintiffs’ counsel for an award of attorneys’ fees and expenses in an amount up to $200,000. Under its order issued January 12, 2011, the Court preliminarily approved the stipulation and settlement and certified a class of Semitool’s public shareholders solely for purposes of settlement, comprised of all record and beneficial holders of Semitool common stock from November 17, 2009 through December 21, 2009 (subject to specified exclusions). The Court further approved, as to form and content, the notice to the class and set a settlement hearing for April 4, 2011. Following the hearing on April 4, 2011, the Court issued its order and final entry of judgment approving the settlement, which resulted in a complete and final discharge of all of plaintiffs’ claims in the third quarter of fiscal 2011.

Jusung

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

In 2004, Applied filed a complaint for patent infringement against Jusung in the Hsinchu District Court in Taiwan seeking damages and a permanent injunction for infringement of a patent related to chemical vapor deposition (CVD) equipment. Jusung filed a counterclaim against Applied. On December 31, 2010, the Hsinchu District Court announced that it had ruled against Applied and dismissed the lawsuit and Jusung’s counterclaim. Applied appealed the dismissal of its lawsuit and Jusung appealed the dismissal of its counterclaim. Jusung unsuccessfully sought invalidation of Applied’s CVD patent in the Taiwanese Intellectual Property Office (TIPO). In September 2010, the Taipei Supreme Administrative Court dismissed Jusung’s appeal of the TIPO’s decision. In 2009, Jusung filed a second action with the TIPO seeking invalidation of Applied’s CVD patent, which action remains pending.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

In 2006, Applied filed an action in the TIPO challenging the validity of a Jusung patent related to separability of the transfer chamber on a CVD tool. Jusung sued Applied and AKT America in Hsinchu District Court in Taiwan alleging infringement of the same patent. In March 2009, the Hsinchu District Court dismissed Jusung’s lawsuit, and in October, 2010, the Taiwan Intellectual Property Court dismissed Jusung’s appeal. Separately, the TIPO granted Applied’s request for invalidation and also revoked Jusung’s patent. In January 2010, the Taiwan Intellectual Property Court granted Jusung’s appeal of the TIPO decision revoking its patent and remanded the matter to the TIPO for reconsideration of validity. TIPO subsequently granted another party’s request for invalidation of Jusung’s patent. Jusung appealed to the Taiwan Intellectual Property Court and Applied intervened in the appeal. On May 12, 2011, the Taiwan Intellectual Property Court dismissed Jusung’s appeal. Jusung has appealed this decision to the Taipei Supreme Administrative Court. In November 2009, Applied filed an action in China with the Patent Reexamination Board of the State Intellectual Property Office seeking to invalidate this patent. On June 18, 2010, the Patent Reexamination Board issued a decision invalidating Jusung’s patent in China. Jusung appealed to the Beijing No. 1 Intermediate People’s Court and on June 13, 2011, this Court dismissed Jusung’s appeal.

In 2006, Jusung filed a complaint of private prosecution in the Taipei District Court of Taiwan alleging that Applied’s outside counsel received from the Court and used a copy of an expert report that Jusung had filed in the ongoing patent infringement lawsuits that Jusung had intended to remain confidential. The complaint names as defendants Applied’s outside counsel in Taiwan, as well as Michael R. Splinter, Applied’s Chairman, President and Chief Executive Officer, as the statutory representative of Applied. The Taipei District Court dismissed the private prosecution complaint, and the matter was transferred to the Taipei District Attorney’s Office. The Taipei District Attorney’s Office issued five separate rulings not to prosecute, each of which Jusung appealed. In each instance, the Taiwan High Court District Attorney returned the matter to the Taipei District Attorney’s Office for further consideration, where it is now pending.

Korea Criminal Proceedings

In February 2010, the Seoul Prosecutor’s Office for the Eastern District of Korea (the Prosecutor’s Office) indicted employees of several companies for the alleged improper receipt and use of confidential information belonging to Samsung Electronics Co., Ltd. (Samsung), a major Applied customer based in Korea. The Prosecutor’s Office did not name Applied or any of its subsidiaries as a party to the criminal action. The individuals charged included the former head of Applied Materials Korea (AMK), who at the time of the indictment was a vice president of Applied Materials, Inc., and certain other AMK employees. Hearings on these matters are ongoing in the Seoul Eastern District Court. Applied and Samsung entered into a settlement agreement effective as of November 1, 2010, which resolves potential civil claims related to this matter, which is separate from and does not affect the criminal proceedings.

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

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


Note 16	Industry Segment Operations

Applied’s four reportable segments are: Silicon Systems Group, Applied Global Services, Display, and Energy and Environmental Solutions. Applied’s chief operating decision-maker has been identified as the President and Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

performance for the entire company. Segment information is presented based upon Applied’s management organization structure as of July 31, 2011 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to Applied’s reportable segments.

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

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

In fiscal 2010, as part of the restructuring of the Energy and Environmental Solutions segment, Applied discontinued marketing of its fully-integrated SunFab production lines but continued to offer individual tools for thin film solar manufacturing. Applied is supporting existing SunFab customers with services, upgrades and capacity increases through its Applied Global Services segment as these products are considered to have reached a particular stage in the product lifecycle. Effective in the first quarter of fiscal 2011, Applied accounts for thin film products under its Applied Global Services segment.

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

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

The Display segment includes products for manufacturing LCDs for TVs, personal computers, video-enabled devices and touch panel applications.

The Energy and Environmental Solutions segment includes products for fabricating crystalline-silicon (c-Si) solar photovoltaic cells and modules, high throughput roll-to-roll coating systems for flexible electronics and web products, and systems used in the manufacture of energy-efficient glass.

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Net sales and operating income (loss) for each reportable segment for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended					Nine Months Ended
			Operating					Operating
	Net Sales		Income (Loss)			Net Sales		Income (Loss)
	(In millions)

July 31, 2011:
Silicon Systems Group	$	1,398	$	452		$	4,348	$	1,486
Applied Global Services		603		146			1,784		322
Display		223		58			528		116
Energy and Environmental Solutions		563		123			1,676		436

Total Segment	$	2,787	$	779		$	8,336	$	2,360

August 1, 2010:
Silicon Systems Group	$	1,447	$	525		$	3,821	$	1,328
Applied Global Services		468		84			1,349		237
Display		216		64			618		179
Energy and Environmental Solutions		387		(371	)		874		(552	)

Total Segment	$	2,518	$	302		$	6,662	$	1,192

Operating results for the nine months ended July 31, 2011 included favorable adjustments of $36 million related to a restructuring program, announced in fiscal 2010, which was reported in the Energy and Environmental Solutions segment.

In the second quarter of fiscal 2011, Applied entered into an agreement to divest certain assets held in the Applied Global Services segment and determined certain identified intangible assets and purchased technology included in assets held for sale to be impaired. Results for the nine months ended July 31, 2011 included impairment charges of $24 million, which were reported in the Applied Global Services segment.

Reconciliations of total segment operating income to Applied’s consolidated operating income for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended						Nine Months Ended
	July 31,			August 1,			July 31,			August 1,
	2011			2010			2011			2010
	(In millions)

Total segment operating income	$	779		$	302		$	2,360		$	1,192
Corporate and unallocated costs		(120	)		(139	)		(371	)		(414	)
Restructuring and asset impairment benefit (charges), net		—			20			21			(93	)
Gain on sale of facilities, net		28			—			27			—

Income from operations	$	687		$	183		$	2,037		$	685

The following companies accounted for at least 10 percent of Applied’s net sales for the nine months ended July 31, 2011, which were for products in multiple reportable segments.


	July 31,
	2011

Samsung Electronics Co., Ltd.		12	%
Taiwan Semiconductor Manufacturing Company Limited		11	%

APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

As of July 31, 2011, accounts receivable for those customers that accounted for at least 10 percent of Applied’s net sales for the nine months ended July 31, 2011, as a percentage of total accounts receivable, were as follows:


	July 31,
	2011

Samsung Electronics Co., Ltd.		5	%
Taiwan Semiconductor Manufacturing Company Limited		9	%


Note 17	Subsequent Event

On August 11, 2011 the stockholders of Varian approved the Merger Agreement with Applied, which is one of the conditions to the closing of the proposed merger.


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

All statements in this Quarterly Report on Form 10-Q and those made by the management of Applied, other than statements of historical fact, are forward-looking statements. Examples of forward-looking statements include statements regarding Applied’s future financial or operating results, cash flows and cash deployment strategies, declaration of dividends, share repurchases, business strategies, projected costs, products, competitive positions, management’s plans and objectives for future operations, research and development, acquisitions and joint ventures, growth opportunities, customers, working capital, liquidity, financing plans, investment portfolio and policies, and legal proceedings and claims, as well as industry trends and outlooks. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof and include the assumptions that underlie such statements. Forward-looking statements may contain words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “potential” and “continue,” the negative of these terms, or other comparable terminology. Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in Part II, Item 1A, “Risk Factors,” below and elsewhere in this report. Other risks and uncertainties may be disclosed in Applied’s prior Securities and Exchange Commission (SEC) filings. These and many other factors could affect Applied’s future financial condition and operating results and could cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by Applied or on its behalf. Applied undertakes no obligation to revise or update any forward-looking statements.

Overview

Applied provides manufacturing equipment, services and software to the global semiconductor, flat panel display, solar photovoltaic (PV) and related industries. Applied’s customers include manufacturers of semiconductor wafers and chips, flat panel liquid crystal displays (LCDs), solar PV cells and modules, and other electronic devices. These customers may use what they manufacture in their own end products or sell the items to other companies for use in advanced electronic components. Applied operates in four reportable segments: Silicon Systems Group, Applied Global Services, Display, and Energy and Environmental Solutions. A summary of financial information for each reportable segment is found in Note 16 of Notes to Consolidated Condensed Financial Statements. A discussion of factors that could affect Applied’s operations is set forth under “Risk Factors” in Item 1A, which is incorporated herein by reference. Product development and manufacturing activities occur primarily in North America, Europe, Israel and Asia. Applied’s broad range of equipment and service products are highly technical and are sold primarily through a direct sales force.

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

The following table presents certain significant measurements for the three and nine months ended July 31, 2011 and August 1, 2010:


	Three Months Ended									Nine Months Ended
	July 31,			August 1,			Change			July 31,			August 1,			Change
	2011			2010			2011 over 2010			2011			2010			2011 over 2010
	(In millions, except percentages)

New orders	$	2,390		$	2,725		$	(335	)	$	8,547		$	7,723		$	824
Net sales	$	2,787		$	2,518		$	269		$	8,336		$	6,662		$	1,674
Gross margin	$	1,184		$	860		$	324		$	3,509		$	2,498		$	1,011
Gross margin percentage		42	%		34	%		8 points			42	%		37	%		5 points
Operating income	$	687		$	183		$	504		$	2,037		$	685		$	1,352
Operating margin percentage		25	%		7	%		18 points			24	%		10	%		14 points
Net income	$	476		$	123		$	353		$	1,471		$	470		$	1,001
Earnings per share	$	0.36		$	0.09		$	0.27		$	1.10		$	0.35		$	0.75

Fiscal year 2011 is a 52-week year with 39 weeks in the first nine months, while fiscal year 2010 was a 53-week year with 40 weeks in the first nine months.

Financial results for the third quarter of fiscal 2011 reflected a decrease in total new orders year-over-year while net sales and net income increased year-over-year. New orders were down in the third quarter of fiscal 2011 for semiconductor equipment, crystalline silicon (c-Si) solar PV equipment, and LCD equipment. The decline of total new orders for the third quarter of fiscal 2011 compared to the third quarter fiscal of 2010 reflected a softening in the macroeconomic environment and industry conditions. Net sales increased for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010, primarily due to increased industry investment in c-Si equipment. Operating income for the third quarter of fiscal 2011 included a net gain on sale of facilities of $28 million offset by asset impairment charges of $3 million. Operating income for the third quarter of fiscal 2010 included inventory-related charges of $250 million, asset impairment charges of $110 million and restructuring charges of $45 million associated with the Energy and Environmental Solutions restructuring plan announced in July 2010, offset by a $20 million favorable adjustment to the restructuring plan announced in November 2009. Net income increased for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010 primarily due to the absence of charges associated with the Energy and Environmental Solutions restructuring plan.

Financial results for the first nine months of fiscal 2011 reflected increased demand across all segments except for Display due to more favorable global economic and industry conditions in the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. Total new orders, net sales and net income for the first nine months of fiscal 2011 increased year-over-year, due to increased demand for semiconductor equipment and services and c-Si equipment. Operating income for the first nine months of fiscal 2011 included favorable adjustments to restructuring reserves of $60 million, offset by asset impairment charges of $30 million, and a net gain on sale of facilities of $27 million. Net income for the first nine months of 2010 included restructuring charges of $129 million and asset impairment charges of $119 million.

The current macroeconomic environment and industry conditions are causing certain customers to delay capital spending.

Results of Operations

New Orders

New orders by geographic region, determined by the product shipment destination specified by the customer, for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended											Nine Months Ended
	July 31,				Change			August 1,				July 31,				Change			August 1,
	2011				2011 over 2010			2010				2011				2011 over 2010			2010
	($)		(%)		(%)			($)		(%)		($)		(%)		(%)			($)		(%)
	(In millions, except percentages)

China		534		22		29			415		15		1,855		22		57			1,181		16
Taiwan		425		18		(42	)		733		27		1,952		23		(5	)		2,047		28
Japan		372		15		60			233		8		828		10		46			568		8
Korea		362		15		(30	)		519		19		956		11		(35	)		1,467		20
Southeast Asia		87		4		(64	)		245		9		365		4		(30	)		522		7

Asia Pacific		1,780		74		(17	)		2,145		78		5,956		70		3			5,785		79
North America(*)		356		15		4			342		13		1,745		20		94			898		13
Europe		254		11		7			238		9		846		10		57			540		8

Total		2,390		100		(12	)		2,725		100		8,547		100		18			7,223		100


*		Primarily the United States.

New orders of $2.4 billion for the third quarter of fiscal 2011 were down 12 percent from the third quarter of fiscal 2010. The decrease was primarily attributable to reduced demand for semiconductor equipment from memory and foundry customers, c-Si equipment, and LCD equipment. New orders of $8.5 billion for the first nine months of

fiscal 2011 were up 18 percent from the first nine months of fiscal 2010. The increase was primarily attributable to an increase in demand during the first half of the fiscal year for semiconductor equipment and services from logic and foundry customers, as well as increased demand for c-Si equipment from solar manufacturers. Customers in China and Taiwan together represented 40 percent of total new orders for the three months ended July 31, 2011 and 45 percent of total new orders for the nine months ended July 31, 2011.

New orders by reportable segment for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended											Nine Months Ended
	July 31,				Change			August 1,				July 31,				Change			August 1,
	2011				2011 over 2010			2010				2011				2011 over 2010			2010
	($)		(%)		(%)			($)		(%)		($)		(%)		(%)			($)		(%)
	(In millions, except percentages)

Silicon Systems Group		1,239		52		(19	)		1,535		56		4,563		53		12			4,086		57
Applied Global Services		613		26		3			595		22		1,769		21		14			1,552		21
Display		220		9		(9	)		242		9		617		7		(1	)		624		9
Energy and Environmental Solutions		318		13		(10	)		353		13		1,598		19		66			961		13

Total		2,390		100		(12	)		2,725		100		8,547		100		18			7,223		100

The Silicon Systems Group’s relative share of total new orders decreased in the three months ended July 31, 2011 compared to the three months ended August 1, 2010, while the relative share of new orders in the Applied Global Services segment increased. For the nine months ended July 31, 2011, the relative share of total new orders for the Silicon Systems Group and Display decreased compared to the nine months ended August 1, 2010, while the relative share of new orders in Energy and Environmental Solutions increased. The increase in Energy and Environmental Solutions’ relative share of total new orders was due to increased demand for c-Si equipment.

Applied’s backlog for the most recent three fiscal quarters was as follows: $3.2 billion at July 31, 2011, $3.9 billion at May 1, 2011, and $3.5 billion at January 30, 2011. Backlog adjustments were negative for the quarter ended July 31, 2011 and included $248 million, consisting primarily of financial debookings. Backlog decreased in the third quarter of fiscal 2011 from the second quarter of fiscal 2011 primarily due to decreases in new orders for the Silicon Systems Group and Energy and Environmental Solutions reflecting decreased demand for semiconductor equipment and c-Si equipment, respectively. Backlog consists of: (1) orders for which written authorizations have been accepted and assigned shipment dates are within the next 12 months, or shipment has occurred but revenue has not been recognized; (2) contractual service revenue and maintenance fees to be earned within the next 12 months; and (3) orders for SunFab lines that are anticipated to be recognized as revenue within the next 12 months. Applied’s backlog at any particular time is not necessarily indicative of actual sales for any future periods, due to the potential for customer changes in delivery schedules or cancellation of orders. In the third quarter of fiscal 2011, approximately 49 percent of net sales in the Silicon Systems Group, Applied’s largest business segment, were for orders received and shipped within the quarter.

Net Sales

Net sales by geographic region, determined by the location of customers’ facilities to which products were shipped, for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended											Nine Months Ended
	July 31,				Change			August 1,				July 31,				Change			August 1,
	2011				2011 over 2010			2010				2011				2011 over 2010			2010
	($)		(%)		(%)			($)		(%)		($)		(%)		(%)			($)		(%)
	(In millions, except percentages)

China		751		27		60			469		19		2,166		26		157			843		13
Taiwan		454		16		(36	)		707		28		1,740		21		(9	)		1,921		29
Korea		432		16		9			398		16		900		11		(34	)		1,361		20
Japan		284		10		40			203		8		658		8		8			610		9
Southeast Asia		156		6		(4	)		162		6		495		6		23			403		6

Asia Pacific		2,077		75		7			1,939		77		5,959		72		16			5,138		77
North America(*)		451		16		53			294		12		1,528		18		100			765		12
Europe		259		9		(9	)		285		11		849		10		12			759		11

Total		2,787		100		11			2,518		100		8,336		100		25			6,662		100


*		Primarily the United States.

Net sales of $2.8 billion for the third quarter of fiscal 2011 were up 11 percent from the third quarter of fiscal 2010. For the three months ended July 31, 2011, customers in China, Taiwan, Korea and North America combined represented 75 percent of total net sales. For the nine months ended July 31, 2011, customers in China, Taiwan, and North America combined represented 65 percent of total net sales. Net sales of $8.3 billion for the first nine months of fiscal 2011 were up 25 percent from the first nine months of fiscal 2010. For the three and nine months ended July 31, 2011, the majority of net sales in China reflected purchases of c-Si equipment by solar PV manufacturers.

Net sales by reportable segment for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended											Nine Months Ended
	July 31,				Change			August 1,				July 31,				Change			August 1,
	2011				2011 over 2010			2010				2011				2011 over 2010			2010
	($)		(%)		(%)			($)		(%)		($)		(%)		(%)			($)		(%)
	(In millions, except percentages)

Silicon Systems Group		1,398		50		(3	)		1,447		57		4,348		52		14			3,821		58
Applied Global Services		603		22		29			468		19		1,784		22		32			1,349		20
Display		223		8		3			216		9		528		6		(15	)		618		9
Energy and Environmental Solutions		563		20		45			387		15		1,676		20		92			874		13

Total		2,787		100		11			2,518		100		8,336		100		25			6,662		100

The Silicon Systems Group’s relative share of total net sales decreased for the three and nine months ended July 31, 2011 compared to the three and nine months ended August 1, 2010, while net sales in the Energy and Environmental Solutions segment increased significantly. The increase in Energy and Environmental Solutions’ relative share of total net sales during the three and nine months ended July 31, 2011 was due to increased demand for c-Si equipment.

Gross Margin

Gross margins for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended								Nine Months Ended
	July 31,			August 1,			Change		July 31,			August 1,			Change
	2011			2010			2011 over 2010		2011			2010			2011 over 2010
	(In millions, except percentages)

Gross margin	$	1,184		$	860		$	324	$	3,509		$	2,498		$	1,011
Gross margin (% of net sales)		42	%		34	%		8 points		42	%		37	%		5 points

Inventory-related charges of $247 million related to SunFab thin film solar equipment taken during the third quarter of fiscal 2010 in connection with the restructuring of the Energy and Environmental Solutions segment lowered gross margin for the third quarter of fiscal 2010 by approximately 10 percentage points. Inventory-related charges of $330 million associated with SunFab thin film solar equipment lowered gross margin for the first nine months of fiscal 2010 by approximately 5 percentage points. Gross margin during the third quarters of fiscal 2011 and 2010 included $13 million and $10 million of share-based compensation expense, respectively. Gross margin during the first nine months of fiscal 2011 and 2010 included $36 million and $23 million of share-based compensation expense, respectively.

Research, Development and Engineering

Research, Development and Engineering (RD&E) expenses for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended							Nine Months Ended
	July 31,		August 1,		Change			July 31,		August 1,		Change
	2011		2010		2011 over 2010			2011		2010		2011 over 2010
	(In millions)

Research, development and engineering	$	282	$	290	$	(8	)	$	850	$	865	$	(15	)

Applied’s future operating results depend to a considerable extent on its ability to maintain a competitive advantage in the equipment and service products it provides. Applied believes that it is critical to continue to make substantial investments in RD&E to assure the availability of innovative technology that meets the current and projected requirements of its customers’ most advanced designs. Applied historically has maintained its commitment to investing in RD&E in order to continue to offer new products and technologies. The reduction in RD&E expense for the three and nine months ended July 31, 2011 compared to the comparable 2010 periods was principally due to a reduction of thin film solar development activities. RD&E expense during the third quarters of fiscal 2011 and 2010 included $12 million and $11 million of share-based compensation expense, respectively. RD&E expense during the first nine months of fiscal 2011 and 2010 included $35 million and $33 million of share-based compensation expense, respectively. Development cycles range from 12 to 36 months depending on whether the product is an enhancement of an existing product, which typically has a shorter development cycle, or a new product, which typically has a longer development cycle. Most of Applied’s existing products resulted from internal development activities and innovations involving new technologies, materials and processes. From time to time, Applied also acquires technologies, either in existing or new product areas, to complement its existing technology capabilities and to reduce time to market.

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended							Nine Months Ended
	July 31,		August 1,		Change			July 31,		August 1,		Change
	2011		2010		2011 over 2010			2011		2010		2011 over 2010
	(In millions)

Selling, general and administrative	$	240	$	252	$	(12	)	$	679	$	700	$	(21	)

The decrease in SG&A expenses for both the three and nine months ended July 31, 2011 compared to the same periods in 2010 reflected lower expenses as a result of the restructuring of the Energy and Environmental Solutions segment that occurred in the third quarter of fiscal 2010. SG&A expenses for the three and nine months ended July 31, 2011 included $9 million in deal costs associated with the proposed merger with Varian Semiconductor Equipment Associates, Inc. (Varian). SG&A expenses for the nine months ended August 1, 2010 included $10 million in deal costs associated with the acquisition of Semitool, Inc. SG&A expenses during the third quarters of fiscal 2011 and 2010 included $13 million and $12 million of share-based compensation expense, respectively. SG&A expenses during the first nine months of fiscal 2011 and 2010 each included $39 million of share-based compensation expense. Foreign currency fluctuation, generally resulting from balance sheet remeasurement related activity and foreign exchange hedging activity, was a gain of $8 million in the third quarter of fiscal 2011 compared to a loss of $9 million in the third quarter of fiscal 2010. Foreign currency fluctuation gain in the nine months ended July 31, 2011 amounted to $21 million compared to a loss of $12 million in the nine months ended August 1, 2010.

Restructuring and Asset Impairments

Restructuring and asset impairment expenses for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended							Nine Months Ended
	July 31,		August 1,		Change			July 31,			August 1,		Change
	2011		2010		2011 over 2010			2011			2010		2011 over 2010
	(In millions)

Restructuring and asset impairments	$	3	$	135	$	(132	)	$	(30	)	$	248	$	(278	)

As of July 31, 2011, Applied had $5 million in restructuring reserves associated with facilities.

For further details, see Note 11 of Notes to Consolidated Condensed Financial Statements.

Interest and Other Expense

Interest and other expense for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended						Nine Months Ended
	July 31,		August 1,		Change		July 31,		August 1,		Change
	2011		2010		2011 over 2010		2011		2010		2011 over 2010
	(In millions)

Interest and other expense	$	25	$	5	$	20	$	35	$	15	$	20

The increases in interest and other expense for three and nine months ended July 31, 2011 were primarily due to interest accrued of $11 million related to senior unsecured notes issued in the third quarter of fiscal 2011 and to fees of $8 million associated with a bridge loan facility that was entered into and terminated during the third quarter of fiscal 2011.

Income Taxes

Income tax expenses for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended								Nine Months Ended
	July 31,			August 1,			Change		July 31,			August 1,			Change
	2011			2010			2011 over 2010		2011			2010			2011 over 2010
	(In millions, except percentages)

Provision for income taxes	$	193		$	55		$	138	$	564		$	214		$	350
Effective income tax rate		29	%		31	%		(2) points		28	%		31	%		(3) points

The rates for the three and nine months ended July 31, 2011 were both lower than the rates for the comparable periods in the prior year primarily due to an increase in income in jurisdictions outside the U.S. with lower tax rates. The tax rates for the three and nine months ended July 31, 2011 further benefited from tax incentives offered in several jurisdictions. The tax rates for the nine months ended July 31, 2011 and the three and nine months ended August 1, 2010 included the impact of restructuring charges. Applied’s future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of Applied’s pre-tax income, and the tax rate on equity compensation. Management carefully monitors these factors and timely adjusts the interim income tax rate accordingly.

Segment Information

Applied reports financial results in four segments: Silicon Systems Group, Applied Global Services, Display, and Energy and Environmental Solutions. A description of the products and services, as well as financial data, for each reportable segment can be found in Note 16 of Notes to Consolidated Condensed Financial Statements. Applied does not allocate to its reportable segments certain operating expenses that it manages separately at the corporate level. These unallocated costs include costs for share-based compensation; certain management, finance, legal, human resources, and RD&E functions provided at the corporate level; and unabsorbed information technology and occupancy. In addition, Applied does not allocate to its reportable segments restructuring and

asset impairment charges and any associated adjustments related to restructuring actions, unless these charges or adjustments pertain to a specific reportable segment.

The results for each reportable segment are discussed below.

Silicon Systems Group Segment

The Silicon Systems Group segment includes semiconductor capital equipment for deposition, etch, rapid thermal processing, chemical mechanical planarization, metrology and inspection, and wafer packaging. Development efforts are focused on solving customers’ key technical challenges, including transistor performance and nanoscale patterning, and improving chip manufacturing productivity to reduce costs.

Certain significant measures for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended											Nine Months Ended
	July 31,			August 1,			Change					July 31,			August 1,			Change
	2011			2010			2011 over 2010					2011			2010			2011 over 2010
	(In millions, except percentages)

New orders	$	1,239		$	1,535		$	(296	)	(19)	%	$	4,563		$	4,086		$	477	12	%
Net sales		1,398			1,447			(49	)	(3)	%		4,348			3,821			527	14	%
Operating income		452			525			(73	)	(14)	%		1,486			1,328			158	12	%
Operating margin		32	%		36	%				(4) points			34	%		35	%			(1) point

New orders decreased by $296 million to $1.2 billion for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010. The decrease in new orders for the three months ended July 31, 2011 was primarily attributable to memory and foundry customers. New orders increased by $477 million to $4.6 billion for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The increase in new orders for the nine months ended July 31, 2011 was primarily from logic and foundry customers, while orders from memory customers declined.

New orders for the Silicon Systems Group by end use application for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended						Nine Months Ended
	July 31,			August 1,			July 31,			August 1,
	2011			2010			2011			2010

Foundry		37	%		37	%		47	%		39	%
Memory		38	%		45	%		29	%		48	%
Logic and other		25	%		18	%		24	%		13	%

		100	%		100	%		100	%		100	%

Net sales decreased by $49 million to $1.4 billion for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010. The decrease in net sales for the three months ended July 31, 2011 was attributable to memory and foundry customers. Net sales increased by $527 million to $4.3 billion for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The increase in net sales for the nine months ended July 31, 2011 was from logic and foundry customers, while investment from memory customers declined. Three customers accounted for 52 percent of net sales in this segment in the first nine months of fiscal 2011. Approximately 49 percent of net sales in the third quarter of fiscal 2011 were for orders received and shipped within the quarter.

The following region accounted for at least 30 percent of total net sales for the Silicon Systems Group segment for either the three or nine months ended July 31, 2011 and August 1, 2010:

Three Months Ended

Nine Months Ended

July 31,

Change

August 1,

July 31,

Change

August 1,

2011

2011 over 2010

2010

2011

2011 over 2010

2010

($)

(%)

($)

(%)

($)

(%)

(In millions, except percentages)

Taiwan

262

(51

)

535

1,128

(19

)

1,395

In the third quarter of fiscal 2011, customers in Taiwan accounted for 19 percent of total net sales for the Silicon Systems Group segment compared to 37 percent in the third quarter of fiscal 2010. For the first nine months of fiscal 2011, customers in Taiwan accounted for 26 percent of total net sales for the Silicon Systems Group segment compared to 36 percent for the first nine months of fiscal 2010.

The book to bill ratio (new orders divided by net sales) decreased to 0.9 for the third quarter of fiscal 2011 compared to 1.1 for the third quarter of fiscal 2010 reflecting lower year-over-year demand. The book to bill ratio decreased to 1.0 for the first nine months of fiscal 2011 compared to 1.1 for the first nine months of fiscal 2010 reflecting a higher year-over-year increase in net sales relative to new orders.

Operating income decreased by $73 million to $452 million for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010. The decrease in operating income for the three months ended July 31, 2011 was primarily due to lower sales and an increase in RD&E expenses. Operating income increased by $158 million to $1.5 billion for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. Operating income for the nine months ended July 31, 2011 increased due to higher revenue from semiconductor equipment sales and reflected the recovery in the semiconductor equipment industry during the first nine months of fiscal 2011 and lower costs from continued transition of the manufacturing of certain products to Applied’s Singapore Operations Center.

Operating results of the Silicon Systems Group may be affected by an agreement between Applied and Samsung Electronics Co., Ltd (Samsung) that is generally effective for a three-year period from November 1, 2010, which provides in part for volume-based rebates and other incentives to Samsung. The financial impact of the rebates and incentives on the segment is highly variable and depends on the volume of semiconductor equipment purchases by Samsung.

Applied Global Services Segment

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

In fiscal 2010, as part of the restructuring of the Energy and Environmental Solutions segment, Applied discontinued sales to new customers of its fully-intergrated SunFab production lines but continued to offer individual tools for thin film solar manufacturing. Applied is supporting existing SunFab customers with services, upgrades and capacity increases through its Applied Global Services segment as these products are considered to have reached a particular stage in the product lifecycle. Effective in the first quarter of fiscal 2011, Applied accounts for SunFab thin film products under its Applied Global Services segment.

Certain significant measures for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended										Nine Months Ended
	July 31,			August 1,			Change				July 31,			August 1,			Change
	2011			2010			2011 over 2010				2011			2010			2011 over 2010
	(In millions, except percentages)

New orders	$	613		$	595		$	18	3	%	$	1,769		$	1,552		$	217	14	%
Net sales		603			468			135	29	%		1,784			1,349			435	32	%
Operating income		146			84			62	74	%		322			237			85	36	%
Operating margin		24	%		18	%			6 points			18	%		18	%			—

New orders increased by $18 million to $613 million for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010, and also increased by $217 million to $1.8 billion for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The increases in new orders for the three and nine months ended July 31, 2011 were primarily due to higher demand for spare parts and refurbished equipment, reflecting customers’ higher factory utilization rates.

Net sales increased by $135 million to $603 million for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010, and also increased by $435 million to $1.8 billion for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The increases in net sales for the three and nine months ended July 31, 2011 were due primarily to higher sales of refurbished equipment.

The book to bill ratio decreased to 1.0 for the third quarter of fiscal 2011 compared to 1.3 for the third quarter of fiscal 2010 decreased to 1.0 for the first nine months of fiscal 2011 compared to 1.2 for the first nine months of fiscal 2010 reflecting a higher year-over-year increase in net sales relative to demand.

Operating income increased by $62 million to $146 million for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010. Operating income increased by $85 million to $322 million for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The increases in operating income for the three and nine months ended July 31, 2011 primarily reflected increased sales and improved gross margins of refurbished equipment. Operating results for the nine months ended July 31, 2011 included impairment charges of $24 million. The decreases in operating margin for the three and nine months ended July 31, 2011 were due to changes in product mix and impairment charges incurred.

Display Segment

The Display segment encompasses products for manufacturing LCDs for TVs, personal computers, video-enabled devices and touch panel applications. The segment is focused on expanding market share by differentiation with larger-scale substrates, entry into new markets, and development of products to enable cost reductions through productivity and uniformity.

Certain significant measures for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended											Nine Months Ended
	July 31,			August 1,			Change					July 31,			August 1,			Change
	2011			2010			2011 over 2010					2011			2010			2011 over 2010
	(In millions, except percentages)

New orders	$	220		$	242		$	(22	)	(9)	%	$	617		$	624		$	(7	)	(1)	%
Net sales		223			216			7		3	%		528			618			(90	)	(15)	%
Operating income		58			64			(6	)	(9)	%		116			179			(63	)	(35)	%
Operating margin		26	%		30	%				(4) points			22	%		29	%				(7) points

New orders decreased by $22 million to $220 million for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010, and decreased by $7 million to $617 million for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The decrease in new orders for the three months ended July 31, 2011 was due to booking timing and investment delay offset by increased demand for touch panel tools and Low-Temperature

Polycrystalline Silicon (LTPS) systems. The decrease in new orders for the nine months ended July 31, 2011 reflected investment delay partially offset by orders for touch panel tools.

Net sales increased by $7 million to $223 million for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010. The increase in net sales for the three months ended July 31, 2011 was driven by production capacity expansion for new mobile devices such as smart phones and tablets, while investment in LCD products declined. Net sales decreased by $90 million to $528 million for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The decrease in net sales for the nine months ended July 31, 2011 reflected decreased demand for LCD products. The Display segment experienced a cyclical downturn in LCD products, which was partially offset by demand for LTPS systems and touch panel systems. Three customers accounted for 57 percent of net sales in the Display segment in the first nine months of fiscal 2011.

The following regions accounted for at least 30 percent of total net sales for the Display Group segment for either the three or nine months ended July 31, 2011 and August 1, 2010:


	Three Months Ended											Nine Months Ended
	July 31,				Change			August 1,				July 31,				Change			August 1,
	2011				2011 over 2010			2010				2011				2011 over 2010			2010
	($)		(%)		(%)			($)		(%)		($)		(%)		(%)			($)		(%)
	(In millions, except percentages)

China		111		50		41			79		37		255		48		73			147		24
Taiwan		58		26		(17	)		70		33		156		30		(23	)		203		33

Customers in China accounted for 50 percent of net sales in this segment for the third quarter of fiscal 2011. In the third quarter of fiscal 2010, customers in China and Taiwan accounted for 70 percent of total net sales for the Display segment. For the first nine months of fiscal 2011, customers in China and Taiwan accounted for 78 percent of total net sales in this segment compared to 57% for the first nine months of fiscal 2010.

The book to bill ratio decreased to 1.0 for the third quarter of fiscal 2011 compared to 1.1 for the third quarter of fiscal 2010. The decrease for the three months ended July 31, 2011 reflected higher year-over-year net sales relative to year-over-year new orders. The book to bill ratio increased to 1.2 for the first nine months of fiscal 2011 compared to 1.0 for the first nine months of fiscal 2010. The increase for the nine months ended July 31, 2011 reflected lower year-over-year net sales relative to year-over-year new orders.

Operating income decreased by $6 million to $58 million for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010. The decrease in operating income for the three months ended July 31, 2011 primarily reflected a decrease in net sales. Operating income decreased by $63 million to $116 million for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The decrease in operating income for the nine months ended July 31, 2011 reflected an unfavorable currency exchange rate and an unfavorable product mix. The decreases in operating margin for the three and nine months ended July 31, 2011 were due to changes in product mix.

Energy and Environmental Solutions Segment

The Energy and Environmental Solutions segment includes products for fabricating c — Si solar PVs, high throughput roll-to-roll coating systems for flexible electronics and web products. This business is focused on delivering solutions to generate and conserve energy, with an emphasis on lowering the cost to produce solar power by providing equipment to enhance manufacturing scale and efficiency. Until the first quarter of fiscal 2011, the Energy and Environmental Solutions segment included the fully-integrated SunFab production line for manufacturing thin film solar panels. During the third quarter of fiscal 2010, Applied announced a plan to restructure its Energy and Environmental Solutions segment in response to adverse market conditions for thin film solar and as a result, Applied discontinued marketing of its fully-integrated SunFab lines, but is offering individual tools for thin film solar manufacturing. Applied is supporting existing SunFab line customers with services, upgrades and capacity increases through its Applied Global Services segment, and effective in the first quarter of fiscal 2011, Applied accounts for thin film products under its Applied Global Services segment rather than its Energy and Environmental Solutions segment.

Certain significant measures for the three and nine months ended July 31, 2011 and August 1, 2010 were as follows:


	Three Months Ended											Nine Months Ended
	July 31,			August 1,			Change					July 31,			August 1,			Change
	2011			2010			2011 over 2010					2011			2010			2011 over 2010
	(In millions, except percentages)

New orders	$	318		$	353		$	(35	)	(10	)%	$	1,598		$	961		$	637	66	%
Net sales		563			387			176		45	%		1,676			874			802	92	%
Operating income (loss)		123			(371	)		494		133	%		436			(552	)		988	179	%
Operating margin		22	%		(96	)%				118 points			26	%		(63	)%			89 points

New orders decreased by $35 million to $318 million for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010. The decrease in new orders for the three months ended July 31, 2011 reflected a tightening of access to capital and excess manufacturing capacity for customers in China. New orders increased by $637 million to $1.6 billion for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The increase in new orders for the nine months ended July 31, 2011 reflected significantly increased demand for c-Si equipment, particularly wafering and metallization products. The increased demand was partially driven by government subsidies for solar panel manufacturers in China.

Net sales increased by $176 million to $563 million for the third quarter of fiscal 2011 compared to the third quarter of fiscal 2010, and also increased by $802 million to $1.7 billion for the first nine months of fiscal 2011 compared to the first nine months of fiscal 2010. The increases in net sales for the three and nine months ended July 31, 2011 primarily reflected higher sales to c-Si customers. Net sales of SunFab thin film lines for the three and nine months ended August 1, 2010 were $79 million and $309 million, respectively.

The following regions accounted for at least 30 percent of total net sales for the Energy and Environmental Solutions segment for either the three or nine months ended July 31, 2011 and August 1, 2010:


	Three Months Ended											Nine Months Ended
	July 31,				Change			August 1,				July 31,				Change			August 1,
	2011				2011 over 2010			2010				2011				2011 over 2010			2010
	($)		(%)		(%)			($)		(%)		($)		(%)		(%)			($)		(%)
	(In millions, except percentages)

China		485		86		106			236		61		1,360		81		237			403		46
Europe		7		1		(94	)		122		31		49		3		(87	)		372		43

For the third quarter of fiscal 2011, customers in China accounted for 76 percent of new orders and 86 percent of net sales in the Energy and Environmental Solutions segment. For the first nine months of fiscal 2011, customers in China accounted for 78 percent of new orders and 81 percent of net sales in this segment. In the third quarter of fiscal 2010, customers in China and Europe accounted for 92 percent of total net sales for the Energy and Environmental Solutions segment. For the first nine months of fiscal 2010, customers in China and Europe accounted for 89 percent of total net sales in this segment.

The book to bill ratio decreased to 0.6 for the third quarter of fiscal 2011 compared to 0.9 for the third quarter of fiscal 2010. The book to bill ratio decreased to 1.0 for the first nine months of fiscal 2011 compared to 1.1 for the first nine months of fiscal 2010. The decrease for both the three and nine months ended July 31, 2011 reflected a higher increase in net sales year-over-year relative to demand.

The Energy and Environmental Solutions segment reported operating income of $123 million for the third quarter of fiscal 2011 compared to an operating loss of $371 million for the third quarter of fiscal 2010. Operating loss for the three months ended August 1, 2010 included charges totaling $405 million associated with the Energy and Environmental Solutions restructuring plan announced in July 2010. The increase in operating income in the third quarter of fiscal 2011 was also attributable to higher net sales of c-Si equipment. The Energy and Environmental Solutions segment reported operating income of $436 million for the first nine months of fiscal 2011 compared to an operating loss of $552 million for the first nine months of fiscal 2010. Operating loss for the nine months ended August 1, 2010 included charges totaling $405 million associated with the Energy and Environmental Solutions restructuring plan announced in July 2010. The increase in operating income for the first