UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2004

Applied Materials, Inc.

Commission File Number 0-6920

3050 Bowers Avenue
P.O. Box 58039
Santa Clara, CA 95052-8039

(408) 727-5555

N/A
(Former name or former address, if changed since last report)

Table of Contents

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

99.1   Press Release issued by Applied Materials, Inc. dated May 18, 2004.

Item 12. Results of Operations and Financial Condition.

On May 18, 2004, Applied Materials, Inc. (“Applied Materials”) announced its financial results for the second fiscal quarter ended May 2, 2004. A copy of Applied Materials’ press release is attached hereto as Exhibit 99.1.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of Applied Materials, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Use of Non-GAAP Financial Information

To supplement the consolidated condensed financial statements prepared under United States Generally Accepted Accounting Principles (“GAAP”), Applied Materials uses a non-GAAP financial measure, as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended, of net income that is GAAP net income, adjusted to exclude special items. Reconciliations of reported results of operations under GAAP to ongoing results have been included as a supplement to the press release. Due to the amount of charges incurred in prior periods as a result of realignment activities, Applied Materials believes that ongoing results are useful to investors because they reflect baseline performance exclusive of charges associated with realignment activities. Ongoing results are the primary indicator used by Applied Materials’ management to plan and forecast future periods. These non-GAAP measures are neither in accordance with, nor an alternative for, GAAP, and may be materially different from non-GAAP methods of accounting and reporting used by other companies. The presentation of this additional information should not be considered as a substitute for net income prepared in accordance with GAAP.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

EXHIBIT 99.1

APPLIED MATERIALS ANNOUNCES RESULTS
FOR SECOND FISCAL QUARTER 2004
New Orders Increase to $2.21 Billion; Net Sales Increase to $2.02 Billion

     SANTA CLARA, Calif., May 18, 2004 — Applied Materials, Inc., the world’s largest supplier of wafer fabrication solutions to the semiconductor industry, reported results for its second fiscal quarter ended May 2, 2004. Net sales were $2.02 billion, up 30 percent from $1.56 billion for the first fiscal quarter of 2004, and up 82 percent from $1.11 billion for the second fiscal quarter of 2003. Gross margin for the second fiscal quarter of 2004 was 46.5 percent, up from 43.5 percent for the first fiscal quarter of 2004 and up from 33.7 percent for the second fiscal quarter of 2003. Net income for the second fiscal quarter of 2004 was $373 million, or $0.22 per share, up from net income of $82 million, or $0.05 per share, for the first fiscal quarter of 2004, and up from a net loss of $62 million, or $0.04 per share, for the second fiscal quarter of 2003.

     The company’s ongoing net income was $373 million, or $0.22 per share, for the second fiscal quarter of 2004, up from $200 million, or $0.12 per share, for the first fiscal quarter of 2004, and up from $45 million, or $0.03 per share, for the second fiscal quarter of 2003. Ongoing results for the second fiscal quarter of 2004 were the same as reported net income since there were no special items.

     New orders of $2.21 billion for the second fiscal quarter of 2004 increased 32 percent from $1.68 billion for the first fiscal quarter of 2004, and increased 128 percent from $971 million for the second fiscal quarter of 2003. Regional distribution of new orders for the second fiscal quarter of 2004 was: Southeast Asia and China 22 percent, Taiwan 21 percent, North America 19 percent, Japan 17 percent, Korea 13 percent, and Europe 8 percent. Backlog at the end of the second fiscal quarter of 2004 was $2.80 billion, compared to $2.63 billion at the end of the first fiscal quarter of 2004.

     “Investment in 300mm semiconductor equipment for leading-edge technology, combined with capacity purchases of our 200mm systems, drove Applied Materials’ strong revenue and order growth this quarter. As semiconductor demand rose and our customers’ confidence grew, orders for 300mm equipment, copper interconnect and sub-100 nanometer geometries increased,” said Mike Splinter, president and chief executive officer. “Applied Materials continues to experience strong market acceptance across its broad array of products and is converting its leadership into outstanding operating performance.

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Applied Materials, Inc.
May 18, 2004
Page 2 of 8

     “Through close collaboration with customers, Applied Materials continues to develop highly differentiated and integrated products that address advanced design requirements. New products, such as the Applied Endura2 system, the Applied VeritySEM metrology tool, the AKT-40K PECVD system, and the recently announced strategic service agreement with Brooks Automation, Inc., exemplify the company’s dedication to delivering innovative solutions. Our focus is to achieve world class performance in everything we do, from product design through manufacturing to customer support,” concluded Splinter.

     Reconciliations of reported results of operations under U.S. Generally Accepted Accounting Principles (GAAP) to ongoing results have been included as a supplement to this press release. Due to the amount of charges incurred in prior periods as a result of realignment activities, Applied Materials believes that ongoing results are useful to investors because they reflect baseline performance exclusive of charges associated with realignment activities. Ongoing results are the primary indicator used by Applied Materials’ management to plan and forecast future periods. These non-GAAP measures are neither in accordance with, nor an alternative for, GAAP, and may be materially different from non-GAAP methods of accounting and reporting used by other companies. The presentation of this additional information should not be considered as a substitute for net income prepared in accordance with GAAP.

     This press release contains forward-looking statements, including, but not limited to, those relating to the semiconductor and semiconductor equipment industries’ growth and positive trends, and the company’s industry position and business outlook. Forward-looking statements may contain words such as “expect,” “anticipate,” “believe,” “may,” “should,” “will,” “estimate,” “forecast,” “see,” or similar expressions, and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, but are not limited to: the sustainability of increased demand in the semiconductor and semiconductor equipment industries, which is subject to many factors, including global economic conditions, business spending, consumer confidence, demand for electronic products and semiconductors, and geopolitical uncertainties; customers’ capacity requirements, including capacity utilizing the latest technology; the timing, rate, amount and sustainability of increases in capital spending for new technology, such as 300mm and nanometer applications; the company’s ability to develop, deliver and support a broad range of products and services on a timely basis; the company’s successful and timely development of new markets, products, processes and services; the company’s ability to timely satisfy manufacturing requirements; the company’s ability to maintain effective cost controls and to timely align its cost structure with business conditions; changes in management; and other risks described in Applied Materials’ Securities and Exchange Commission filings. All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof. The company assumes no obligation to update the information in this press release.

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Applied Materials, Inc.
May 18, 2004
Page 3 of 8

     Applied Materials will be discussing its second fiscal quarter results, along with its outlook for the third fiscal quarter of 2004, on a conference call today beginning at 1:30 p.m. Pacific Time. A webcast of the conference call will be available on Applied Materials’ web site under the “Investors” section.

     Applied Materials, Inc. (Nasdaq: AMAT) is the largest supplier of equipment and services to the global semiconductor industry. Applied Materials’ web site is http://www.appliedmaterials.com.

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Applied Materials, Inc.
May 18, 2004
Page 4 of 8

APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

Applied Materials, Inc.
May 18, 2004
Page 5 of 8

APPLIED MATERIALS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS

Applied Materials, Inc.
May 18, 2004
Page 6 of 8

APPLIED MATERIALS, INC.
SUPPLEMENTAL CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS – ONGOING BASIS
(UNAUDITED)

Applied Materials, Inc.
May 18, 2004
Page 7 of 8

APPLIED MATERIALS, INC.
SUPPLEMENTAL CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS – ONGOING BASIS
(UNAUDITED)

Applied Materials, Inc.
May 18, 2004
Page 8 of 8

APPLIED MATERIALS, INC.
SUPPLEMENTAL CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS – ONGOING BASIS
(UNAUDITED)