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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 26, 2020

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                 

Commission File Number 000-06920

Applied Materials, Inc.

(Exact name of registrant as specified in its charter) 

Delaware

94-1655526

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

3050 Bowers Avenue

P.O. Box 58039

Santa Clara, California 95052-8039

(Address of principal executive offices)

(408) 727-5555

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share			AMAT			The NASDAQ Stock Market LLC

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  ☑        No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑        No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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

Number of shares outstanding of the issuer’s common stock as of July 26, 2020: 913,282,764

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Table of Contents

APPLIED MATERIALS, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 26, 2020

TABLE OF CONTENTS

 

						Page
			PART I. FINANCIAL INFORMATION
Item 1:			Financial Statements (Unaudited)			3
			Consolidated Condensed Statements of Operations for the Three and Nine Months Ended July 26, 2020 and July 28, 2019			3
			Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended July 26, 2020 and July 28, 2019			4
			Consolidated Condensed Balance Sheets as of July 26, 2020 and October 27, 2019			5
			Consolidated Condensed Statement of Stockholders’ Equity for the Three and Nine Months Ended July 26, 2020 and July 28, 2019			6
			Consolidated Condensed Statements of Cash Flows for the Nine Months Ended July 26, 2020 and July 28, 2019			8
			Notes to Consolidated Condensed Financial Statements			9
Item 2:			Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
Item 3:			Quantitative and Qualitative Disclosures About Market Risk			56
Item 4:			Controls and Procedures			56
			PART II. OTHER INFORMATION
Item 1:			Legal Proceedings			57
Item 1A:			Risk Factors			58
Item 2:			Unregistered Sales of Equity Securities and Use of Proceeds			71
Item 3:			Default Upon Senior Securities			71
Item 4:			Mine Safety Disclosures			71
Item 5:			Other Information			71
Item 6:			Exhibits			72
			Signatures			73

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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(Unaudited)
Net sales			$	4,395					$	3,562					$	12,514					$	10,854
Cost of products sold			2,440						2,005						6,952						6,102
Gross profit			1,955						1,557						5,562						4,752
Operating expenses:
Research, development and engineering			572						515						1,674						1,539
Marketing and selling			130						128						395						392
General and administrative			145						112						411						335
Total operating expenses			847						755						2,480						2,266
Income from operations			1,108						802						3,082						2,486
Interest expense			61						58						181						178
Interest and other income (loss), net			(7)						38						22						121
Income before income taxes			1,040						782						2,923						2,429
Provision for income taxes			199						211						435						421
Net income			$	841					$	571					$	2,488					$	2,008
Earnings per share:
Basic			$	0.92					$	0.61					$	2.71					$	2.13
Diluted			$	0.91					$	0.61					$	2.69					$	2.11
Weighted average number of shares:
Basic			915						929						916						943
Diluted			922						937						924						950

See accompanying Notes to Consolidated Condensed Financial Statements.

3

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Table of Contents

APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(Unaudited)
Net income			$	841					$	571					$	2,488					$	2,008
Other comprehensive income (loss), net of tax:
Change in unrealized gain (loss) on available-for-sale investments			12						6						13						19
Change in unrealized net loss on derivative instruments			26						(5)						(110)						(13)
Change in cumulative translation adjustments			—						—						—						(1)
Other comprehensive income (loss), net of tax			38						1						(97)						5
Comprehensive income			$	879					$	572					$	2,391					$	2,013

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions)

			July 26, 2020						October 27, 2019
ASSETS
Current assets:
Cash and cash equivalents			$	4,350					$	3,129
Short-term investments			406						489
Accounts receivable, net			2,806						2,533
Inventories			3,952						3,474
Other current assets			734						581
Total current assets			12,248						10,206
Long-term investments			1,538						1,703
Property, plant and equipment, net			1,530						1,529
Goodwill			3,474						3,399
Purchased technology and other intangible assets, net			157						156
Deferred income taxes and other assets			2,224						2,031
Total assets			$	21,171					$	19,024
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt			$	—					$	600
Accounts payable and accrued expenses			2,895						2,511
Contract liabilities			1,390						1,336
Total current liabilities			4,285						4,447
Long-term debt, net of current portion			5,447						4,713
Income taxes payable			1,237						1,275
Other liabilities			633						375
Total liabilities			11,602						10,810
Stockholders’ equity:
Common stock			9						9
Additional paid-in capital			7,754						7,595
Retained earnings			26,278						24,386
Treasury stock			(24,195)						(23,596)
Accumulated other comprehensive loss			(277)						(180)
Total stockholders’ equity			9,569						8,214
Total liabilities and stockholders’ equity			$	21,171					$	19,024

Amounts as of July 26, 2020 are unaudited. Amounts as of October 27, 2019 are derived from the October 27, 2019 audited consolidated financial statements.

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions)

			Common Stock																		Additional Paid-In Capital						Retained Earnings						Treasury Stock																		Accumulated Other Comprehensive Income (Loss)						Total
Three Months Ended July 26, 2020			Shares						Amount																								Shares						Amount
			(Unaudited)
Balance as of April 26, 2020			917						$	9					$	7,687					$	25,638					1,086						$	(23,995)					$	(315)					$	9,024
Net income			—						—						—						841						—						—						—						841
Other comprehensive income (loss), net of tax			—						—						—						—						—						—						38						38
Dividends declared ($0.22 per common share)			—						—						—						(201)						—						—						—						(201)
Share-based compensation			—						—						70						—						—						—						—						70
Issuance under stock plans			—						—						(3)						—						—						—						—						(3)
Common stock repurchases			(4)						—						—						—						4						(200)						—						(200)
Balance as of July 26, 2020			913						$	9					$	7,754					$	26,278					1,090						$	(24,195)					$	(277)					$	9,569

			Common Stock																		Additional Paid-In Capital						Retained Earnings						Treasury Stock																		Accumulated Other Comprehensive Income (Loss)						Total
Nine Months Ended July 26, 2020			Shares						Amount																								Shares						Amount
			(Unaudited)
Balance as of October 27, 2019			916						$	9					$	7,595					$	24,386					1,079						$	(23,596)					$	(180)					$	8,214
Net income			—						—						—						2,488						—						—						—						2,488
Other comprehensive income (loss), net of tax			—						—						—						—						—						—						(97)						(97)
Dividends declared ($0.65 per common share)			—						—						—						(596)						—						—						—						(596)
Share-based compensation			—						—						234						—						—						—						—						234
Issuance under stock plans			8						—						(75)						—						—						—						—						(75)
Common stock repurchases			(11)						—						—						—						11						(599)						—						(599)
Balance as of July 26, 2020			913						$	9					$	7,754					$	26,278					1,090						$	(24,195)					$	(277)					$	9,569

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			Common Stock																		Additional Paid-In Capital						Retained Earnings						Treasury Stock																		Accumulated Other Comprehensive Income (Loss)						Total
Three Months Ended July 28, 2019			Shares						Amount																								Shares						Amount
			(Unaudited)
Balance as of April 28, 2019			936						$	9					$	7,396					$	23,502					1,057						$	(22,568)					$	(138)					$	8,201
Net income			—						—						—						571						—						—						—						571
Other comprehensive income (loss), net of tax			—						—						—						—						—						—						1						1
Dividends declared ($0.21 per common share)			—						—						—						(193)						—						—						—						(193)
Share-based compensation			—						—						67						—						—						—						—						67
Issuance under stock plans			—						—						(3)						—						—						—						—						(3)
Common stock repurchases			(12)						—						—						—						12						(528)						—						(528)
Balance as of July 28, 2019			924						$	9					$	7,460					$	23,880					1,069						$	(23,096)					$	(137)					$	8,116

			Common Stock																		Additional Paid-In Capital						Retained Earnings						Treasury Stock																		Accumulated Other Comprehensive Income (Loss)						Total
Nine Months Ended July 28, 2019			Shares						Amount																								Shares						Amount
			(Unaudited)
Balance as of October 28, 2018			967						$	10					$	7,274					$	20,880					1,019						$	(21,194)					$	(125)					$	6,845
Adoption of new accounting standard (a)			—						—						—						1,570						—						—						(17)						1,553
Net income			—						—						—						2,008						—						—						—						2,008
Other comprehensive income (loss), net of tax			—						—						—						—						—						—						5						5
Dividends declared ($0.62 per common share)			—						—						—						(578)						—						—						—						(578)
Share-based compensation			—						—						197						—						—						—						—						197
Issuance under stock plans			7						—						(11)						—						—						—						—						(11)
Common stock repurchases			(50)						(1)						—						—						50						(1,902)						—						(1,903)
Balance as of July 28, 2019			924						$	9					$	7,460					$	23,880					1,069						$	(23,096)					$	(137)					$	8,116

(a) - Represents the reclassification adjustment related to the adoption of Accounting Standard Update (ASU) 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities and ASU 2016-16 Income Tax (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.

See accompanying Notes to Consolidated Condensed Financial Statements.

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APPLIED MATERIALS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

			Nine Months Ended
			July 26, 2020						July 28, 2019
			(Unaudited)
Cash flows from operating activities:
Net income			$	2,488					$	2,008
Adjustments required to reconcile net income to cash provided by operating activities:
Depreciation and amortization			279						271
Share-based compensation			234						197
Deferred income taxes			98						57
Other			55						(19)
Changes in operating assets and liabilities:
Accounts receivable			(271)						(47)
Inventories			(469)						182
Other current and non-current assets			(143)						(93)
Accounts payable and accrued expenses			243						(337)
Contract liabilities			53						229
Income taxes payable			(123)						(52)
Other liabilities			45						25
Cash provided by operating activities			2,489						2,421
Cash flows from investing activities:
Capital expenditures			(260)						(344)
Cash paid for acquisitions, net of cash acquired			(107)						(28)
Proceeds from sales and maturities of investments			1,388						1,385
Purchases of investments			(1,010)						(1,370)
Cash provided by (used in) investing activities			11						(357)
Cash flows from financing activities:
Debt borrowings, net of issuance costs			2,979						—
Debt repayments			(2,882)						—
Proceeds from common stock issuances			91						73
Common stock repurchases			(599)						(1,903)
Tax withholding payments for vested equity awards			(166)						(83)
Payments of dividends to stockholders			(587)						(577)
Cash used in financing activities			(1,164)						(2,490)
Increase (decrease) in cash, cash equivalents and restricted cash equivalents			1,336						(426)
Cash, cash equivalents and restricted cash equivalents — beginning of period			3,129						3,440
Cash, cash equivalents and restricted cash equivalents — end of period			$	4,465					$	3,014
Reconciliation of cash, cash equivalents, and restricted cash equivalents
Cash and cash equivalents			$	4,350					$	3,014
Restricted cash equivalents included in deferred income taxes and other assets			115						—
Total cash, cash equivalents, and restricted cash equivalents			$	4,465					$	3,014
Supplemental cash flow information:
Cash payments for income taxes			$	519					$	453
Cash refunds from income taxes			$	5					$	20
Cash payments for interest			$	151					$	143

See accompanying Notes to Consolidated Condensed Financial Statements.

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Note 1    Basis of Presentation

Basis of Presentation

In the opinion of management, the unaudited interim consolidated condensed financial statements of Applied Materials, Inc. and its subsidiaries (Applied or the Company) included herein have been prepared on a basis consistent with the October 27, 2019 audited consolidated financial statements and include all material adjustments, consisting of normal recurring adjustments, necessary to fairly present the information set forth therein. These unaudited interim consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Applied’s Annual Report on Form 10-K for the fiscal year ended October 27, 2019 (2019 Form 10-K). Applied’s results of operations for the three and nine months ended July 26, 2020 are not necessarily indicative of future operating results. Applied’s fiscal year ends on the last Sunday in October of each year. Fiscal 2020 and 2019 contain 52 weeks each, and the first nine months of fiscal 2020 and 2019 each contained 39 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 standalone selling price (SSP) related to revenue recognition, 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.

As of July 26, 2020, the COVID-19 pandemic and worldwide response remains fluid. As a result, many of Applied’s estimates and assumptions are subject to increased judgment and volatility. These estimates may differ materially in future periods as the pandemic continues to evolve and additional information becomes available.

Revenue Recognition from Contracts with Customers

Applied recognizes revenue when promised goods or services are transferred to a customer in an amount that reflects the consideration to which Applied expects to be entitled in exchange for those goods or services. Applied determines revenue recognition through the following five steps; (1) identification of the contract(s) with customers, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when, or as, a performance obligation is satisfied.

Identifying the contract(s) with customers. Applied sells manufacturing equipment, services, and spare parts directly to its customers in the semiconductor, display, and related industries. The Company generally considers written documentation including, but not limited to, signed purchase orders, master agreements, and sales orders as contracts provided that collection is probable. Collectability is assessed based on the customer’s creditworthiness determined by reviewing the customer’s published credit and financial information, historical payment experience, as well as other relevant factors.

Identifying the performance obligations. Applied’s performance obligations include delivery of manufacturing equipment, service agreements, spare parts, installation, extended warranty and training. Applied’s service agreements are considered one performance obligation and may include multiple goods and services that Applied provides to the customer to deliver against a performance metric. Judgment is used to determine whether multiple promised goods or services in a contract should be accounted for separately or as a group.

Determine the transaction price. The transaction price for Applied’s contracts with customers may include fixed and variable consideration. Applied includes variable consideration in the transaction price to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Allocate the transaction price to the performance obligations. A contract’s transaction price is allocated to each distinct performance obligation identified within the contract. Applied generally estimates the standalone selling price of a distinct performance obligation based on historical cost plus an appropriate margin. For contracts with multiple performance obligations, Applied allocates the contract’s transaction price to each performance obligation using the relative standalone selling price of each distinct good or service in the contract.

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Recognizing the revenue as performance obligations are satisfied. Applied recognizes revenue from equipment and spares parts at a point in time when Applied has satisfied its performance obligation by transferring control of the goods to the customer which typically occurs at shipment or delivery. Revenue from service agreements is recognized over time, typically within 12 months, as customers receive the benefits of services.

The incremental costs to obtain a contract are not material.

Payment Terms. Payment terms vary by contract. Generally, the majority of payments are due within a certain number of days from shipment of goods or performance of service. The remainder is typically due upon customer technical acceptance. Applied typically receives deposits on future deliverables from customers in the Display and Adjacent Markets segment and, in certain instances, may also receive deposits from customers in the Applied Global Services segment. Applied’s payment terms do not generally contain a significant financing component.

Recent Accounting Pronouncements

Accounting Standards Adopted

Leases. In February 2016, the Financial Accounting Standard Board (FASB) issued authoritative guidance for lease accounting, which requires lessees to recognize lease assets and liabilities on the balance sheet for certain lease arrangements that are classified as operating leases under the previous standard, and to provide for enhanced disclosures. Applied adopted this guidance in the first quarter of fiscal 2020 using the modified retrospective transition method which required applying the new standard as of the beginning of the period of adoption with no adjustment to comparative prior periods. Applied elected the package of practical expedients permitted under the transition guidance, which allow Applied not to reassess whether a contract contains a lease, initial direct costs and lease classification for leases existing prior to adoption. Applied also elected to combine the lease and non-lease components as a single lease component and not to use hindsight in determining the lease term. Upon adoption, Applied recognized right-of-use assets of $160 million, net of deferred rent of $4 million and lease liabilities of $164 million.

Derivatives and Hedging. In August 2017, the FASB issued authoritative guidance that modifies the recognition and presentation of hedge accounting to better align an entity’s risk management strategies and financial reporting for hedging relationships. The authoritative guidance expands the application of hedge accounting for non-financial and financial risk components and eases certain hedge effectiveness assessment requirements. Applied adopted this guidance in the first quarter of fiscal 2020 under the modified retrospective approach. The cumulative effect adjustment for the elimination of the ineffectiveness was not material to Applied’s condensed consolidated financial statements. The presentation and disclosure have been amended on a prospective basis, as required by this update.

Receivables: Nonrefundable Fees and Other Costs. In March 2017, the FASB issued authoritative guidance that will shorten the amortization period for certain callable debt securities held at a premium to the earliest call date to more closely align with expectations incorporated in market pricing. Applied adopted this guidance in the first quarter of fiscal 2020 on a modified retrospective basis. The adoption of this guidance did not have a significant impact on Applied’s consolidated financial statements.

Accounting Standards Not Yet Adopted

Simplifying the Accounting for Income Taxes: In December 2019, the FASB issued an accounting standard update to simplify the accounting for income taxes (Topic 740). This amendment removes certain exceptions and improves consistent application of accounting principles for certain areas in Topic 740. This authoritative guidance will be effective for Applied in the first quarter of fiscal 2022, with early adoption permitted. Applied is currently evaluating the effect of this new guidance on Applied’s consolidated financial statements.

Retirement Benefits: Changes to the Disclosure Requirements for Defined Benefit and other Postretirement Plans. In August 2018, the FASB issued authoritative guidance that adds, removes, and clarifies disclosure requirements for defined benefit and other postretirement plans. This authoritative guidance will be effective for Applied in fiscal 2021 on a retrospective basis, with early adoption permitted. Applied is currently evaluating the effect of this new guidance on Applied’s consolidated financial statements.

Goodwill Impairment. In January 2017, the FASB issued authoritative guidance that simplifies the process required to test goodwill for impairment. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2021. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Applied’s consolidated financial statements.

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Financial Instruments: Credit Losses. In June 2016, the FASB issued authoritative guidance that modifies the impairment model for certain financial assets by requiring use of an expected loss methodology, which will result in more timely recognition of credit losses. The authoritative guidance will be effective for Applied in the first quarter of fiscal 2021. Early adoption was permitted beginning in the first quarter of fiscal 2020. Applied is currently evaluating the effect of this new guidance on Applied’s consolidated financial statements.

Note 2      Earnings Per Share

Basic earnings per share is determined using the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined using the weighted average number of common shares and potential common shares (representing the dilutive effect of stock options, restricted stock units, and employee stock purchase plan shares) outstanding during the period. Applied’s net income has not been adjusted for any period presented for purposes of computing basic or diluted earnings per share due to the Company’s non-complex capital structure.

 

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(In millions, except per share amounts)
Numerator:
Net income			$	841					$	571					$	2,488					$	2,008
Denominator:
Weighted average common shares outstanding			915						929						916						943
Effect of weighted dilutive stock options, restricted stock units and employee stock purchase plan shares			7						8						8						7
Denominator for diluted earnings per share			922						937						924						950
Basic earnings per share			$	0.92					$	0.61					$	2.71					$	2.13
Diluted earnings per share			$	0.91					$	0.61					$	2.69					$	2.11
Potentially weighted dilutive securities			—						3						—						3

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

11

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Note 3      Cash, Cash Equivalents and Investments

Summary of Cash, Cash Equivalents and Investments

The following tables summarize Applied’s cash, cash equivalents and investments:

 

July 26, 2020			Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
			(In millions)
Cash			$	1,010					$	—					$	—					$	1,010
Cash equivalents:
Money market funds			3,241						—						—						3,241
Municipal securities			2						—						—						2
Commercial paper, corporate bonds and medium-term notes			97						—						—						97
Total Cash equivalents			3,340						—						—						3,340
Total Cash and Cash equivalents			$	4,350					$	—					$	—					$	4,350
Short-term and long-term investments:
U.S. Treasury and agency securities			$	365					$	5					$	—					$	370
Municipal securities			373						8						—						381
Commercial paper, corporate bonds and medium-term notes			488						9						1						496
Asset-backed and mortgage-backed securities			520						10						—						530
Total fixed income securities			1,746						32						1						1,777
Publicly traded equity securities			11						36						3						44
Equity investments in privately-held companies			110						19						6						123
Total equity investments			121						55						9						167
Total short-term and long-term investments			$	1,867					$	87					$	10					$	1,944
Total Cash, Cash equivalents and Investments			$	6,217					$	87					$	10					$	6,294

12

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

October 27, 2019			Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
			(In millions)
Cash			$	1,071					$	—					$	—					$	1,071
Cash equivalents:
Money market funds			1,677						—						—						1,677
U.S. Treasury and agency securities			4						—						—						4
Commercial paper, corporate bonds and medium-term notes			377						—						—						377
Total Cash equivalents			2,058						—						—						2,058
Total Cash and Cash equivalents			$	3,129					$	—					$	—					$	3,129
Short-term and long-term investments:
U.S. Treasury and agency securities			$	336					$	1					$	—					$	337
Non-U.S. government securities*			10						—						—						10
Municipal securities			402						4						—						406
Commercial paper, corporate bonds and medium-term notes			642						5						—						647
Asset-backed and mortgage-backed securities			631						4						—						635
Total fixed income securities			2,021						14						—						2,035
Publicly traded equity securities			8						40						3						45
Equity investments in privately-held companies			105						10						3						112
Total equity investments			113						50						6						157
Total short-term and long-term investments			$	2,134					$	64					$	6					$	2,192
Total Cash, Cash equivalents and Investments			$	5,263					$	64					$	6					$	5,321

 _________________________

* Includes agency debt securities guaranteed by Canada.

 

Maturities of Investments

The following table summarizes the contractual maturities of Applied’s investments as of July 26, 2020:

 

			Cost						Estimated Fair Value
			(In millions)
Due in one year or less			$	362					$	365
Due after one through five years			864						883
No single maturity date**			641						696
Total			$	1,867					$	1,944

 _________________________

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

Gains and Losses on Investments

During the three and nine months ended July 26, 2020 and July 28, 2019 gross realized gains and losses on investments were not material.

As of July 26, 2020, and October 27, 2019, gross unrealized losses related to Applied’s debt investment portfolio were not material. Applied regularly reviews its debt investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether an unrealized loss is considered to be temporary, or other-than-temporary and therefore impaired, include: the length of time and extent to which fair value has been lower than the cost basis; the financial condition, credit quality and near-term prospects of the investee; and whether it is more likely than not that Applied will be required to sell the security prior to recovery.

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Applied determined that the gross unrealized losses on its marketable fixed-income securities as of July 26, 2020 and July 28, 2019 were temporary in nature and therefore it did not recognize any impairment of its marketable fixed-income securities during the three and nine months ended July 26, 2020 or July 28, 2019. Impairment charges on equity investments in privately-held companies during the three and nine months ended July 26, 2020 and July 28, 2019 were not material. These impairment charges are included in interest and other income, net in the Consolidated Condensed Statement of Operations.

The components of gain (loss) on equity investments for the three and nine months ended July 26, 2020 and July 28, 2019 were as follows:

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(In millions)
Publicly traded equity securities
Unrealized gain			$	6					$	10					$	11					$	23
Unrealized loss			—						(1)						(15)						(4)
Realized gain on sales			1						—						1						2
Equity investments in privately-held companies
Unrealized gain			1						2						10						11
Unrealized loss			(2)						(2)						(5)						(5)
Realized gain on sales or other			7						—						8						5
Realized loss on sales or impairment			—						(1)						(8)						(1)
Total gain (loss) on equity investments, net			$	13					$	8					$	2					$	31

14

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Note 4       Fair Value Measurements

Applied’s financial assets are measured and recorded at fair value on a recurring basis, except for equity investments in privately-held companies. These equity investments are generally accounted for under the measurement alternative, defined as cost, less impairments, adjusted for subsequent observable price changes and are periodically assessed for impairment when events or circumstances indicate that a decline in value may have occurred. Applied’s nonfinancial assets, such as goodwill, intangible assets, and property, plant and equipment, are recorded at cost and are assessed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

Fair Value Hierarchy

Applied uses the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

•Level 1 — Quoted prices in active markets for identical assets or liabilities;

•Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Applied’s investments consist primarily of debt securities that are classified as available-for-sale and recorded at their fair values. In determining the fair value of investments, Applied uses pricing information from pricing services that value securities based on quoted market prices and models that utilize observable market inputs. In the event a fair value estimate is unavailable from a pricing service, Applied generally obtains non-binding price quotes from brokers. Applied then reviews the information provided by the pricing services or brokers to determine the fair value of its short-term and long-term investments. In addition, to validate pricing information obtained from pricing services, Applied periodically performs supplemental analysis on a sample of securities. Applied reviews any significant unanticipated differences identified through this analysis to determine the appropriate fair value. As of July 26, 2020, 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’s equity investments with readily determinable values consist of publicly traded equity securities. These investments are measured at fair value using quoted prices for identical assets in an active market and the changes in fair value of these equity investments are recognized in the consolidated statements of operations.

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.

15

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets (excluding cash balances) and liabilities measured at fair value on a recurring basis are summarized below:

 

			July 26, 2020																																				October 27, 2019
			Level 1						Level 2												Total						Level 1						Level 2												Total
			(In millions)
Assets:
Available-for-sale debt security investments
Money market funds*			$	3,356					$	—											$	3,356					$	1,677					$	—											$	1,677
U.S. Treasury and agency securities			353						17												370						323						18												341
Non-U.S. government securities			—						—												—						—						10												10
Municipal securities			—						383												383						—						406												406
Commercial paper, corporate bonds and medium-term notes			—						593												593						—						1,024												1,024
Asset-backed and mortgage-backed securities			—						530												530						—						635												635
Total available-for-sale debt security investments			$	3,709					$	1,523											$	5,232					$	2,000					$	2,093											$	4,093
Equity investments with readily determinable values
Publicly traded equity securities			$	44					$	—											$	44					$	45					$	—											$	45
Total equity investments with readily determinable values			$	44					$	—											$	44					$	45					$	—											$	45
Total assets			$	3,753					$	1,523											$	5,276					$	2,045					$	2,093											$	4,138

 _________________________

* Amount as of July 26, 2020 includes $115 million invested in money market funds related to deferred compensation plans. Due to restrictions on the distribution of these funds, they are classified as restricted cash equivalents and are included in deferred income taxes and other assets in the Consolidated Condensed Balance Sheets.

Applied did not have any financial assets or liabilities measured at fair value on a recurring basis within Level 3 fair value measurements as of July 26, 2020 or October 27, 2019.

Assets and Liabilities without Readily Determinable Values Measured on a Non-recurring Basis

Applied’s equity investments without readily determinable values consist of equity investments in privately-held companies. Applied elected the measurement alternative, defined as cost, less impairments, adjusted for subsequent observable price changes on a prospective basis for certain equity investments without readily determinable fair values and is required to account for any subsequent observable changes in fair value within the statements of operations. These investments are periodically assessed for impairment when an event or circumstance indicates that a decline in value may have occurred. Impairment charges on equity investments in privately-held companies during the three and nine months ended July 26, 2020 and July 28, 2019 were not material.

Other

The carrying amounts of Applied’s financial instruments, including cash and cash equivalents, restricted cash equivalents, accounts receivable, notes payable - short term, and accounts payable and accrued expenses, approximate fair value due to their short maturities. As of July 26, 2020, the aggregate principal amount of long-term senior notes was $5.5 billion, and the estimated fair value was $6.9 billion. As of October 27, 2019, the aggregate principal amount of long-term senior notes was $4.8 billion, and the estimated fair value was $5.5 billion. The estimated fair value of long-term senior notes is determined by Level 2 inputs and is based primarily on quoted market prices for the same or similar issues. See Note 11 of the Notes to the Consolidated Condensed Financial Statements for further detail of existing debt.

16

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Note 5       Derivative Instruments and Hedging Activities

Derivative Financial Instruments

Applied conducts business in a number of foreign countries, with certain transactions denominated in local currencies, such as the Japanese yen, euro, Israeli shekel and Taiwanese dollar. Applied uses derivative financial instruments, such as forward exchange contracts and currency option contracts, to hedge certain forecasted foreign currency denominated transactions expected to occur typically within the next 24 months. The purpose of Applied’s foreign currency management is to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated revenues, costs and eventual cash flows. The terms of currency instruments used for hedging purposes are generally consistent with the timing of the transactions being hedged.

Applied does not use derivative financial instruments for trading or speculative purposes. Derivative instruments and hedging activities, including foreign currency exchange and interest rate contracts, are recognized on the balance sheet at fair value. Changes in the fair value of derivatives that do not qualify for hedge treatment, as well as the ineffective portion of any hedges, are recognized currently in earnings. All of Applied’s derivative financial instruments are recorded at their fair value in other current assets or in accounts payable and accrued expenses. 

Hedges related to anticipated transactions are designated and documented at the inception of the hedge as cash flow hedges and foreign exchange derivatives are typically entered into once per month. Cash flow hedges are evaluated for effectiveness quarterly. The effective portion of the gain or loss on these hedges is reported as a component of AOCI in stockholders’ equity and is reclassified into earnings when the hedged transaction affects earnings. The majority of the after-tax net income or loss related to foreign exchange derivative instruments included in AOCI as of July 26, 2020 is expected to be reclassified into earnings within 12 months. Prior to adopting the new accounting guidance for hedge accounting, changes in the fair value of currency forward exchange and option contracts due to changes in time value were excluded from the assessment of effectiveness. Subsequent to the adoption of the new accounting guidance, only changes in the fair value of option contracts due to changes in time value were excluded from the assessment of effectiveness. The initial value of this excluded component is amortized on a straight-line basis over the life of the hedging instrument and recognized in the financial statement line item to which the hedge relates. Both ineffective hedge amounts and hedge components excluded from the assessment of effectiveness are recognized in earnings. If the transaction being hedged is no longer probable to occur, or if a portion of any derivative is deemed to be ineffective, Applied promptly recognizes the gain or loss on the associated financial instrument in earnings. The amount recognized due to discontinuance of cash flow hedges that were probable not to occur by the end of the originally specified time period was not material for the three and nine months ended July 26, 2020 and July 28, 2019.

Additionally, forward exchange contracts are generally used to hedge certain foreign currency denominated assets or liabilities. These derivatives are typically entered into once per month and are not designated for hedge accounting treatment. Accordingly, changes in the fair value of these hedges are recorded in earnings to offset the changes in the fair value of the assets or liabilities being hedged.

The fair values of foreign exchange derivative instruments as of July 26, 2020 and October 27, 2019 were not material.

Applied is also exposed to interest rate risk associated with its potential future borrowings. During the nine months ended July 26, 2020, Applied entered into a series of interest rate contracts to hedge against the variability of cash flows due to changes in the benchmark interest rate of fixed rate debt. These instruments were designated as cash flow hedges at inception and were settled in conjunction with the issuance of debt in May 2020.

The gain (loss) on derivatives in cash flow hedging relationships recognized in AOCI for derivatives designated as hedging instruments for the indicated periods were as follows:

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(In millions)
Derivatives in Cash Flow Hedging Relationships:
Foreign exchange contracts			$	6					$	(11)					$	10					$	(16)
Interest rate contracts			29						—						(151)						—
Total			$	35					$	(11)					$	(141)					$	(16)

17

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

The effects of derivative instruments and hedging activities on the Consolidated Condensed Statements of Operations were as follows:

			Three Months Ended
			July 26, 2020																														July 28, 2019
									Derivatives in Cash Flow Hedging Relationships																								Derivatives in Cash Flow Hedging Relationships
			Total Amount Presented in the Condensed Consolidated Statement of Operations in which the Effects of Cash Flow Hedges are Recorded						Amount of Gain or (Loss) Reclassified from AOCI into Income						Amounts of Gain (Loss) Excluded from Effectiveness Testing Recognized in Income						Total Amount Presented in the Condensed Consolidated Statement of Operations in which the Effects of Cash Flow Hedges are Recorded						Amount of Gain or (Loss) Reclassified from AOCI into Income						Amounts of Gain (Loss) Excluded from Effectiveness Testing Recognized in Income
			(In millions)
Foreign Exchange Contracts:
Net Sales			$	4,395					$	(1)					$	1					$	3,562					$	—					$	—
Cost of products sold			$	2,440					3						(1)						$	2,005					(2)						3
Research, development and engineering			$	572					3						—						$	515					—						—
General and administrative			$	145					1						—						$	112					(1)						(1)
Interest Rate Contracts:
Interest expense			$	61					(3)						—						$	58					(1)						—
									$	3					$	—											$	(4)					$	2

			Nine Months Ended
			July 26, 2020																														July 28, 2019
									Derivatives in Cash Flow Hedging Relationships																								Derivatives in Cash Flow Hedging Relationships
			Total Amount Presented in the Consolidated Statement of Operations in which the Effects of Cash Flow Hedges are Recorded						Amount of Gain or (Loss) Reclassified from AOCI into Income						Amounts of Gain (Loss) Excluded from Effectiveness Testing Recognized in Income						Total Amount Presented in the Consolidated Statement of Operations in which the Effects of Cash Flow Hedges are Recorded						Amount of Gain or (Loss) Reclassified from AOCI into Income						Amounts of Gain (Loss) Excluded from Effectiveness Testing Recognized in Income
			(In millions)
Foreign Exchange Contracts:
Net Sales			$	12,514					$	—					$	4					$	10,854					$	—					$	—
Cost of products sold			$	6,952					2						(2)						$	6,102					8						12
Research, development and engineering			$	1,674					3						—						$	1,539					—						—
General and administrative			$	411					1						—						$	335					(4)						(4)
Interest Rate Contracts:
Interest expense			$	181					(4)						—						$	178					(3)						—
									$	2					$	2											$	1					$	8

18

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

									Amount of Gain or (Loss)  Recognized in Income
												Three Months Ended																		Nine Months Ended
						Location of Gain or (Loss) Recognized in Income						July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
									(In millions)
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts			General and administrative						$	—					$	(7)					$	—					$	(11)
Foreign exchange contracts			Interest and other income, net						5						—						1						—
Total return swaps - deferred compensation			Cost of products sold						1						—						—						—
Total return swaps - deferred compensation			Operating expenses						11						—						1						—
Total return swaps - deferred compensation			Interest and other income, net						—						—						(1)						—
Total									$	17					$	(7)					$	1					$	(11)

Credit Risk Contingent Features

If Applied’s credit rating were to fall below investment grade, it would be in violation of credit risk contingent provisions of the derivative instruments discussed above, and certain counterparties to the derivative instruments could request immediate payment on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk related contingent features that were in a net liability position was immaterial as of July 26, 2020.

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

Note 6      Accounts Receivable, Net

Applied has agreements with various financial institutions to sell accounts receivable and discount promissory notes from selected customers. Applied sells its accounts receivable without recourse. Applied, from time to time, also discounts letters of credit issued by customers through various financial institutions. The discounting of letters of credit depends on many factors, including the willingness of financial institutions to discount the letters of credit and the cost of such arrangements.

Applied sold $326 million and $690 million of account receivables during the three and nine months ended July 26, 2020, respectively. Applied sold $143 million and $1.3 billion of accounts receivable during the three and nine months July 28, 2019, respectively. Applied did not discount letters of credit issued by customers or discount promissory notes during the three and nine months ended July 26, 2020. Applied discounted letters of credit issued by customers of $40 million during the three months and nine months ended July 28, 2019. 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 $30 million as of July 26, 2020 and October 27, 2019. Applied sells its products principally to manufacturers within the semiconductor and display industries. While Applied believes that its allowance for doubtful accounts is adequate and represents its best estimate as of July 26, 2020, it continues to closely monitor customer liquidity and industry and economic conditions, which may result in changes to Applied’s estimates.

Note 7      Contract Balances

Contract assets primarily result from receivables for goods transferred to customers where payment is conditional upon technical sign off and not just the passage of time. Contract liabilities consist of unsatisfied performance obligations related to advance payments received and billings in excess of revenue recognized. Applied’s contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period.

Contract assets are generally classified as current and are included in Other Current Assets in the Consolidated Condensed Balance Sheets. Contract liabilities are classified as current or non-current based on the timing of when performance obligations will be satisfied and associated revenue is expected to be recognized.

19

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Contract balances at the end of each reporting period were as follows:

			July 26, 2020						October 27, 2019
			(In millions)
Contract assets			$	137					$	108
Contract liabilities			$	1,390					$	1,336

The increase in contract assets during the nine months ended July 26, 2020, was primarily due to goods transferred to customers where payment was conditional upon technical sign off, offset by the reclassification of contract assets to net accounts receivable upon meeting conditions to the right to payment.

During the nine months ended July 26, 2020, Applied recognized revenue of approximately $990 million related to contract liabilities at October 27, 2019. This reduction in contract liabilities was offset by new billings for products and services for which there were unsatisfied performance obligations to customers and revenue had not yet been recognized as of July 26, 2020.

There were no impairment losses recognized on Applied’s accounts receivables and contract assets during both the three and nine months ended July 26, 2020 and July 28, 2019.

As of July 26, 2020, the amount of remaining unsatisfied performance obligations on contracts with an original estimated duration of one year or more was approximately $949 million, of which approximately 70% is expected to be recognized within 12 months and the remainder is expected to recognized within the following 24 months thereafter.

Applied has elected the available practical expedient to exclude the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Note 8      Balance Sheet Detail

 

			July 26, 2020						October 27, 2019
			(In millions)
Inventories
Customer service spares			$	1,217					$	1,245
Raw materials			892						802
Work-in-process			662						575
Finished goods			1,181						852
			$	3,952					$	3,474

 

Included in finished goods inventory are $6 million as of July 26, 2020, and $13 million as of October 27, 2019, 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 $413 million and $318 million of evaluation inventory as of July 26, 2020 and October 27, 2019, respectively.

			July 26, 2020						October 27, 2019
			(In millions)
Other Current Assets
Prepaid income taxes and income taxes receivable			$	159					$	96
Prepaid expenses and other			575						485
			$	734					$	581

20

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

			Useful Life						July 26, 2020						October 27, 2019
			(In years)						(In millions)
Property, Plant and Equipment, Net
Land and improvements									$	255					$	254
Buildings and improvements			3-30						1,650						1,590
Demonstration and manufacturing equipment			3-5						1,595						1,505
Furniture, fixtures and other equipment			3-5						633						602
Construction in progress									152						120
Gross property, plant and equipment									4,285						4,071
Accumulated depreciation									(2,755)						(2,542)
									$	1,530					$	1,529

			July 26, 2020						October 27, 2019
			(In millions)
Deferred Income Taxes and Other Assets
Non-current deferred income taxes and income taxes receivable			$	1,699					$	1,766
Operating lease right-of-use assets			254						—
Other assets			271						265
			$	2,224					$	2,031

			July 26, 2020						October 27, 2019
			(In millions)
Accounts Payable and Accrued Expenses
Accounts payable			$	1,118					$	958
Compensation and employee benefits			723						559
Warranty			199						196
Dividends payable			201						192
Income taxes payable			74						160
Other accrued taxes			27						55
Interest payable			53						38
Operating lease liabilities, current			63						—
Other			437						353
			$	2,895					$	2,511

 

 

			July 26, 2020						October 27, 2019
			(In millions)
Other Liabilities
Defined and postretirement benefit plans			$	222					$	212
Operating lease liabilities, non-current			196						—
Other			215						163
			$	633					$	375

21

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Note 9      Business Combination

Kokusai Electric Corporation

On June 30, 2019, Applied entered into a Share Purchase Agreement (SPA) to acquire all outstanding shares of Kokusai Electric Corporation (Kokusai Electric) for $2.2 billion in cash. Kokusai Electric is a leading company in providing high-productivity batch processing systems and services for memory, foundry and logic customers. These systems complement Applied’s portfolio of single-wafer processing systems. Following the close of the transaction, Kokusai Electric will operate as a business unit of Applied’s Semiconductor Systems segment and continue to be based in Tokyo, with technology and manufacturing centers in Toyama, Japan and Cheonan, Korea. The transaction is subject to regulatory approvals and other customary closing conditions. The SPA contains certain termination rights, including if the transactions contemplated by the SPA are not consummated on or before June 30, 2020 (Outside Date), which date may be extended by three months on two separate occasions if, on the applicable date, the only conditions to closing relate to required regulatory approvals. Pursuant to the terms of the SPA, on June 30, 2020, the parties mutually extended the Outside Date to September 30, 2020.

Note 10      Goodwill, Purchased Technology and Other Intangible Assets

Goodwill and Purchased Intangible Assets

Applied’s methodology for allocating the purchase price relating to purchase acquisitions is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the purchase price over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Applied assigns assets acquired (including goodwill) and liabilities assumed to one or more reporting units as of the date of acquisition. Typically, acquisitions relate to a single reporting unit and thus do not require the allocation of goodwill to multiple reporting units. If the products obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process.

Goodwill and purchased intangible assets with indefinite useful lives are not amortized but are reviewed for impairment annually during the fourth quarter of each fiscal year and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment, especially in emerging markets. Applied regularly monitors current business conditions and considers other factors including, but not limited to, adverse industry or economic trends, restructuring actions and lower projections of profitability that may impact future operating results.

To test goodwill for impairment, Applied first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, Applied then performs the two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. Under the two-step goodwill impairment test, Applied would in the first step compare the estimated fair value of each reporting unit to its carrying value. Applied determines the fair value of each of its reporting units based on a weighting of income and market approaches. If the carrying value of a reporting unit exceeds its fair value, Applied would then perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. If Applied determines that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, Applied would record an impairment charge equal to the difference.

As of July 26, 2020, Applied’s reporting units include Semiconductor Products Group and Imaging and Process Control Group, which combine to form the Semiconductor Systems reporting segment, Applied Global Services, Display and Adjacent Markets and Corporate and Other.

The evaluation of goodwill and intangible assets for impairment requires the exercise of significant judgment. In the event of future changes in business conditions, Applied will be required to reassess and update its forecasts and estimates used in future impairment analyses. If the results of these future analyses are lower than current estimates, a material impairment charge may result at that time.

22

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Details of goodwill as of July 26, 2020 and October 27, 2019 were as follows:

 

			July 26, 2020																		October 27, 2019
			(In millions)
Semiconductor Systems			$	2,206																	$	2,182
Applied Global Services			1,018																		1,018
Display and Adjacent Markets			199																		199
Corporate and Other			51																		—
Carrying amount			$	3,474																	$	3,399

From time to time, Applied makes acquisitions of companies related to existing or new markets for Applied. During the nine months of fiscal 2020, goodwill increased by $75 million primarily due to the preliminary purchase accounting for acquisitions completed in the second and third quarters of fiscal 2020, which were not material to Applied’s results of operations.

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

			July 26, 2020						October 27, 2019
			(In millions)
Purchased technology, net			$	78					$	71
Intangible assets - finite-lived, net			79						85
Total			$	157					$	156

Finite-Lived Purchased Intangible Assets

Applied amortizes purchased intangible assets with finite lives using the straight-line method over the estimated economic lives of the assets, ranging from 1 to 15 years.

Applied evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. Applied assesses the fair value of the assets based on the amount of the undiscounted future cash flow that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flow expected to result from the use of the asset, plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When Applied identifies an impairment, Applied reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach.

Intangible assets, such as purchased technology, are generally recorded in connection with a business acquisition. The value assigned to intangible assets is usually based on estimates and judgments regarding expectations for the success and life cycle of products and technology acquired. Applied evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, Applied reviews intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable. Management considers such indicators as significant differences in actual product acceptance from the estimates, changes in the competitive and economic environments, technological advances, and changes in cost structure.

 

23

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Details of finite-lived intangible assets were as follows:

 

			July 26, 2020																														October 27, 2019
			Purchased Technology						Other Intangible Assets						Total						Purchased Technology						Other Intangible Assets						Total
			(In millions)
Gross carrying amount:
Semiconductor Systems			$	1,475					$	256					$	1,731					$	1,449					$	252					$	1,701
Applied Global Services			35						44						79						33						44						77
Display and Adjacent Markets			163						38						201						163						38						201
Corporate and Other			6						12						18						—						9						9
Gross carrying amount			$	1,679					$	350					$	2,029					$	1,645					$	343					$	1,988
Accumulated amortization:
Semiconductor Systems			$	(1,416)					$	(181)					$	(1,597)					$	(1,400)					$	(168)					$	(1,568)
Applied Global Services			(30)						(44)						(74)						(30)						(44)						(74)
Display and Adjacent Markets			(155)						(37)						(192)						(144)						(37)						(181)
Corporate and Other			—						(9)						(9)						—						(9)						(9)
Accumulated amortization			$	(1,601)					$	(271)					$	(1,872)					$	(1,574)					$	(258)					$	(1,832)
Carrying amount			$	78					$	79					$	157					$	71					$	85					$	156

Details of amortization expense by segment were as follows:

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(In millions)
Semiconductor Systems			$	10					$	11					$	29					$	32
Applied Global Services			—						—						—						1
Display and Adjacent Markets			4						4						11						10
Total			$	14					$	15					$	40					$	43

Amortization expense was charged to the following categories:

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(In millions)
Cost of products sold			$	10					$	9					$	27					$	28
Research, development and engineering			—						1						—						1
Marketing and selling			4						5						13						14
Total			$	14					$	15					$	40					$	43

24

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

As of July 26, 2020, future estimated amortization expense is expected to be as follows: 

			Amortization Expense
			(In millions)
2020 (remaining 3 months)			$	14
2021			45
2022			30
2023			17
2024			16
Thereafter			35
Total			$	157

Note 11      Borrowing Facilities and Debt

Revolving Credit Facilities

In February 2020, Applied entered into a five-year $1.5 billion committed unsecured revolving credit agreement (Revolving Credit Agreement) with a group of banks. The Revolving Credit Agreement includes a provision under which Applied may request an increase in the amount of the facility of up to $500 million for a total commitment of no more than $2.0 billion, subject to the receipt of commitments from one or more lenders for any such increase and other customary conditions. The Revolving Credit Agreement is scheduled to expire in February 2025, unless extended as permitted under the Revolving Credit Agreement. The Revolving Credit Agreement replaced Applied’s prior $1.5 billion credit agreement that was scheduled to expire in September 2021. The Revolving Credit Agreement provides for borrowings that bear interest for each advance at one of two rates selected by Applied, plus an applicable margin, which varies according to Applied’s public debt credit ratings.

In March 2020, Applied borrowed the full $1.5 billion available under the Revolving Credit Agreement in order to increase its cash position and preserve financial flexibility in light of the uncertainty in the global markets resulting from the COVID-19 outbreak. In May 2020, Applied repaid the full $1.5 billion of borrowings under the Revolving Credit Agreement. Applied may at any time and from time to time, borrow, repay and reborrow under the Revolving Credit Agreement during the term of the facility. The maturity date of the Revolving Credit Agreement is February 21, 2025, unless extended, at which time the outstanding amount of loans, if any, must be repaid in full. The interest rate for the March 2020 borrowing under the Revolving Credit Agreement was one-month LIBOR plus a margin of 0.875%, based on Applied’s public debt credit ratings.

No amounts were outstanding under the Revolving Credit Agreement as of July 26, 2020 and October 27, 2019.

In addition, Applied has revolving credit facilities with Japanese banks pursuant to which it may borrow up to approximately $75 million in aggregate at any time. 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. As of July 26, 2020 and October 27, 2019, no amounts were outstanding under these revolving credit facilities.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Term Loan and Short-term Commercial Paper

In August 2019, Applied entered into a term loan credit agreement with a group of lenders. Under the agreement, the lenders have committed to make an unsecured term loan to Applied of up to $2.0 billion to finance in part Applied’s planned acquisition of all outstanding shares of Kokusai Electric, to pay related transaction fees and expenses and for general corporate purposes. The commitments of the lenders to make the term loan will terminate if the transactions contemplated by the Share Purchase Agreement are not consummated on or before June 30, 2020 (Outside Date), which date may be extended by three months on two separate occasions if, on the applicable date, the only remaining conditions to closing relate to required regulatory approvals. Pursuant to the terms of the SPA, on June 30, 2020, the parties mutually extended the Outside Date to September 30, 2020. The term loan, if advanced, will bear interest at one of two rates selected by Applied, plus an applicable margin, which varies according to Applied’s public debt credit ratings, and must be repaid in full on the third anniversary of the funding date of the term loan. No amounts were outstanding under this term loan credit agreement at both July 26, 2020 and October 27, 2019.

Applied has a short-term commercial paper program under which Applied may issue unsecured commercial paper notes of up to a total amount of $1.5 billion. At July 26, 2020 and October 27, 2019, Applied did not have any commercial paper outstanding.

Senior Unsecured Notes

In May 2020, Applied issued $750 million aggregate principal amount of 1.750% senior unsecured notes due 2030 and $750 million aggregate principal amount of 2.750% senior unsecured notes due 2050, in a registered public offering. In June 2020, Applied used a portion of the net proceeds from the offering to redeem the outstanding $600 million in aggregate principal amount of its 2.625% senior unsecured notes due October 1, 2020 and $750 million in aggregate principal amount of its 4.300% senior unsecured notes due June 15, 2021, at a total aggregate redemption price of $1.4 billion. As a result, Applied recognized a $33 million loss on early extinguishment of these senior unsecured notes.

Debt outstanding as of July 26, 2020 and October 27, 2019 was as follows: 

			Principal Amount
			July 26, 2020						October 27, 2019						Effective Interest Rate						Interest Pay Dates
			(In millions)
Current portion of long-term debt:
2.625% Senior Notes Due 2020			$	—					$	600					2.640%						April 1, October 1
Total current portion of long-term debt			—						600
Long-term debt, net of current portion:
4.300% Senior Notes Due 2021			—						750						4.326%						June 15, December 15
3.900% Senior Notes Due 2025			700						700						3.944%						April 1, October 1
3.300% Senior Notes Due 2027			1,200						1,200						3.342%						April 1, October 1
1.750% Senior Notes Due 2030			750						—						1.792%						June 1, December 1
5.100% Senior Notes Due 2035			500						500						5.127%						April 1, October 1
5.850% Senior Notes Due 2041			600						600						5.879%						June 15, December 15
4.350% Senior Notes Due 2047			1,000						1,000						4.361%						April 1, October 1
2.750% Senior Notes Due 2050			750						—						2.773%						June 1, December 1
			5,500						4,750
Total unamortized discount			(15)						(10)
Total unamortized debt issuance costs			(38)						(27)
Total long-term debt, net of current portion			$	5,447					$	4,713
Total debt			$	5,447					$	5,313

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Note 12      Leases

A contract contains a lease when Applied has the right to control the use of an identified asset for a period of time in exchange for consideration. Applied leases certain facilities, vehicles and equipment under non-cancelable operating leases, many of which include options to renew. Options that are reasonably certain to be exercised are included in the calculation of the right-of-use asset and lease liability. Applied’s leases do not contain residual value guarantees or significant restrictions that impact the accounting for leases. As implicit rates are not available for the leases, Applied uses the incremental borrowing rate as of the lease commencement date in order to measure the right-of-use asset and liability. Operating lease expense is generally recognized on a straight-line basis over the lease term.

Applied elected the practical expedient to account for lease and non-lease components as a single lease component for all leases. For leases with a term of one year or less, Applied elected not to record a right-of-use asset or lease liability and to account for the associated lease payments as they become due.

The components of lease expense and supplemental information were as follows: 

Three Months Ended

Nine Months Ended

July 26, 2020

July 26, 2020

(In millions, except percentages)

Operating lease cost

$17

$51

Weighted-average remaining lease term (in years)

5.3

Weighted-average discount rate

1.9%

Supplemental cash flow information related to leases are as follows:

			Nine Months Ended
			July 26, 2020
			(In millions)
Operating cash flows paid for operating leases			$	51
Right-of-use assets obtained in exchange for operating lease liabilities			$	142

As of July 26, 2020, the maturities of lease liabilities are as follows: 

			Operating Leases
Fiscal			(In millions)
2020 (remaining 3 months)			$	18
2021			64
2022			51
2023			45
2024			40
Thereafter			55
Total lease payments			$	273
Less imputed interest			(14)
Total			$	259

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Prior to the adoption of the new lease standard, future minimum lease payments as of October 27, 2019, as defined under the previous lease accounting guidance, were as follows: 

			Lease Payments
Fiscal			(In millions)
2020			$	45
2021			34
2022			24
2023			21
2024			17
Thereafter			30
			$	171

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Note 13      Stockholders’ Equity, Comprehensive Income and Share-Based Compensation

Accumulated Other Comprehensive Income (Loss)

Changes in the components of AOCI, net of tax, were as follows:

 

			Unrealized Gain (Loss) on Investments, Net						Unrealized Gain (Loss) on Derivative Instruments Qualifying as Cash Flow Hedges						Defined and Postretirement Benefit Plans						Cumulative Translation Adjustments						Total
			(in millions)
Balance as of October 27, 2019			$	11					$	(16)					$	(188)					$	13					$	(180)
Other comprehensive income (loss) before reclassifications			19						(109)						—						—						(90)
Amounts reclassified out of AOCI			(6)						(1)						—						—						(7)
Other comprehensive income (loss), net of tax			13						(110)						—						—						(97)
Balance as of July 26, 2020			$	24					$	(126)					$	(188)					$	13					$	(277)

			Unrealized Gain (Loss) on Investments, Net						Unrealized Gain (Loss) on Derivative Instruments Qualifying as Cash Flow Hedges						Defined and Postretirement Benefit Plans						Cumulative Translation Adjustments						Total
			(in millions)
Balance as of October 28, 2018			$	7					$	(9)					$	(137)					$	14					$	(125)
Adoption of new accounting standards (a)			(17)						—						—						—						(17)
Other comprehensive income (loss) before reclassifications			19						(13)						—						(1)						5
Other comprehensive income (loss), net of tax			19						(13)						—						(1)						5
Balance as of July 28, 2019			$	9					$	(22)					$	(137)					$	13					$	(137)

(a) - Represents the reclassification adjustment related to the adoption of Accounting Standard Update (ASU) 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities in the first quarter of fiscal 2019.

The tax effects on the unrealized loss on derivative instruments qualifying as cash flow hedges for the nine months ended July 26, 2020 was $32 million. The tax effects on net income of amounts reclassified from AOCI for the three and nine months ended July 26, 2020 and July 28, 2019 were not material.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Stock Repurchase Program

In February 2018, the Board of Directors approved a common stock repurchase program authorizing up to an aggregate of $6.0 billion in repurchases. As of July 26, 2020, approximately $1.3 billion remained available for future stock repurchases under this repurchase program.

The following table summarizes Applied’s stock repurchases for the three and nine months ended July 26, 2020 and July 28, 2019:

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(in millions, except per share amount)
Shares of common stock repurchased			4						12						11						50
Cost of stock repurchased			$	200					$	528					$	599					$	1,903
Average price paid per share			$	59.41					$	42.07					$	55.74					$	37.88

Applied records treasury stock purchases under the cost method using the first-in, first-out (FIFO) method. Upon reissuance of treasury stock, amounts in excess of the acquisition cost are credited to additional paid in capital. If Applied reissues treasury stock at an amount below its acquisition cost and additional paid in capital associated with prior treasury stock transactions is insufficient to cover the difference between the acquisition cost and the reissue price, this difference is recorded against retained earnings.

Dividends

In June 2020, March 2020 and December 2019, Applied’s Board of Directors declared quarterly cash dividends, in the amount of $0.22, $0.22 and $0.21 per share, respectively. The dividend declared in June 2020 is payable in September 2020. Dividends paid during the nine months ended July 26, 2020 and July 28, 2019 totaled $587 million and $577 million, respectively. Applied currently anticipates that cash dividends will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of the Board of Directors and will depend on Applied’s financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination by the Board of Directors that cash dividends are in the best interests of Applied’s stockholders.

Share-Based Compensation

Applied has a stockholder-approved equity plan, the Employee Stock Incentive Plan, which permits grants to employees of share-based awards, including stock options, restricted stock, restricted stock units, performance shares and performance units. In addition, the plan provides for the automatic grant of restricted stock units to non-employee directors and permits the grant of share-based awards to non-employee directors and consultants. Share-based awards made under the plan may be subject to accelerated vesting under certain circumstances in the event of a change in control of Applied. Applied also has two Employee Stock Purchase Plans, one generally for United States employees and a second for employees of international subsidiaries (collectively, ESPP), which enable eligible employees to purchase Applied common stock.

During the three and nine months ended July 26, 2020 and July 28, 2019, Applied recognized share-based compensation expense related equity awards and ESPP shares. The effect of share-based compensation on the results of operations was as follows:

 

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(In millions)
Cost of products sold			$	24					$	23					$	79					$	67
Research, development and engineering			27						25						89						74
Marketing and selling			8						8						27						23
General and administrative			11						11						39						33
Total share-based compensation			$	70					$	67					$	234					$	197

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Share-based expense in the first nine months of fiscal 2020 increased compared to the same period in the prior year primarily due to expense related to awards with provisions that became effective in the first quarter of fiscal 2020 that allow partial accelerated vesting in the event of a qualifying retirement.

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. Share-based awards granted to certain executive officers allow partial accelerated vesting in the event of a qualifying retirement based on age and years of service. The cost associated with performance-based equity awards, which include both performance and market goals, is recognized for each tranche over the service period. The cost of equity awards related to performance goals is based on an assessment of the likelihood that the applicable performance goals will be achieved. For the equity awards based on market goals, the cost is recognized based upon the assumption of 100% achievement of the goal.

As of July 26, 2020, Applied had $455 million in total unrecognized compensation expense, net of estimated forfeitures, related to grants of share-based awards and shares issued under Applied’s ESPP, which will be recognized over a weighted average period of 2.6 years. As of July 26, 2020, there were 56 million shares available for grants of share-based awards under the Employee Stock Incentive Plan, and an additional 11 million shares available for issuance under the ESPP.

Restricted Stock Units, Restricted Stock, Performance Shares and Performance Units

A summary of the changes in any restricted stock units, restricted stock, performance shares and performance units outstanding under Applied’s equity compensation plans during the nine months ended July 26, 2020 is presented below:

			Shares						Weighted Average Grant Date Fair Value
			(In millions, except per share amounts)
Outstanding as of October 27, 2019			18						$	35.78
Granted			6						$	53.51
Vested			(8)						$	30.99
Canceled			(1)						$	42.06
Outstanding as of July 26, 2020			15						$	44.93

As of July 26, 2020, 1.3 million additional performance-based awards could be earned based upon achievement of certain levels of specified performance goals.

During the first quarter of fiscal 2020, certain executive officers were granted awards that are subject to the achievement of targeted levels of adjusted operating margin and targeted levels of total shareholder return (TSR) relative to a peer group, comprised of companies in the Standard & Poor's 500 Index. Each metric will be weighted 50% and will be measured over a three-year period.

The awards become eligible to vest only if performance goals are achieved and will vest only if the grantee remains employed by Applied through each applicable vesting date, subject to a qualifying retirement described below. The number of shares that may vest in full after three years ranges from 0% to 200% of the target amount. The awards provide for a partial payout based on actual performance at the conclusion of the three-year performance period in the event of a qualifying retirement based on age and years of service.

The fair value of the portion of the awards subject to targeted levels of adjusted operating margin is estimated on the date of grant. If the performance goals are not met as of the end of the performance period, no compensation expense is recognized, and any previously recognized compensation expense is reversed. The expected cost is based on the portion of the awards that is probable to vest and is reflected over the service period and reduced for estimated forfeitures.

The fair value of the portion of the awards subject to targeted levels of relative total shareholder return is estimated on the date of grant using a Monte Carlo simulation model. Compensation expense is recognized based upon the assumption of 100% achievement of the TSR goal and will not be reversed even if the threshold level of TSR is never achieved, and is reflected over the service period and reduced for estimated forfeitures.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

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. Applied issued a total of 2 million shares during each of the nine months ended July 26, 2020 and July 28, 2019. 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:

			Three and Nine Months Ended
			July 26, 2020						July 28, 2019
Dividend yield			1.40%						2.18%
Expected volatility			37.2%						37.1%
Risk-free interest rate			1.05%						2.51%
Expected life (in years)			0.5						0.5
Weighted average estimated fair value			$15.24						$9.78

Note 14    Income Taxes

Applied’s provision for income taxes and effective tax rate are affected by the geographical composition of pre-tax income which includes jurisdictions with differing tax rates, conditional reduced tax rates and other income tax incentives. It is also affected by events that are not consistent from period to period, such as changes in income tax laws and the resolution of prior years’ income tax filings.

On June 14, 2019, the U.S. government released regulations that significantly affect how the global intangible low-taxed income (GILTI) provision of the Tax Act is interpreted. As a result, Applied reversed a tax benefit of $96 million in the third quarter of fiscal 2019 that had been realized in the first half of fiscal 2019.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The enactment of the CARES Act does not result in any material adjustments to Applied’s provision for income taxes.

Applied’s effective tax rates for the third quarter of fiscal 2020 and 2019 were 19.1 percent and 27.0 percent, respectively. The effective tax rate for the third quarter of fiscal 2020 was lower than the same period in the prior fiscal year primarily due to a tax expense taken in the third quarter of fiscal 2019 for regulations issued that significantly affected how the GILTI provisions of the Tax Act were interpreted. This was partially offset by the settlement of certain unrecognized tax benefits that resulted in an additional income tax expense of $44 million in the third quarter of fiscal 2020.

Applied’s effective tax rates for the first nine months of fiscal 2020 and 2019 were 14.9 percent and 17.3 percent, respectively. The effective tax rate for the first nine months of fiscal 2020 was lower than the same period in the prior fiscal year primarily due to higher excess tax benefits from share-based compensation. This was partially offset by the settlement of certain unrecognized tax benefits that resulted in an additional income tax expense of $44 million during the first nine months of fiscal 2020.

During the next twelve months, it is reasonably possible that unrecognized tax benefits related to certain tax positions taken on previously filed tax returns could be recognized in the amount of approximately $139 million as a result of negotiations with tax authorities and lapses of statutes of limitation.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Note 15      Warranty, Guarantees and Contingencies 

Warranty

Changes in the warranty reserves are presented below:

 

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(In millions)
Beginning balance			$	199					$	195					$	196					$	208
Warranties issued			43						37						119						110
Change in reserves related to preexisting warranty			—						1						2						7
Consumption of reserves			(43)						(42)						(118)						(134)
Ending balance			$	199					$	191					$	199					$	191

 Applied products are generally sold with a warranty for a 12-month 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 26, 2020, the maximum potential amount of future payments that Applied could be required to make under these guarantee agreements was approximately $148 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 26, 2020, Applied has provided parent guarantees to banks for approximately $151 million to cover these arrangements.

Legal Matters

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, claims and proceedings cannot be predicted with certainty, Applied does not believe that any will have a material effect on its consolidated financial condition or results of operations.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Note 16      Industry Segment Operations

Applied’s three reportable segments are: Semiconductor Systems, Applied Global Services, and Display and Adjacent Markets. As defined under the accounting literature, 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 performance for the entire Company. Segment information is presented based upon Applied’s management organization structure as of July 26, 2020 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to Applied’s reportable segments.

The Semiconductor Systems reportable segment includes semiconductor capital equipment for etch, rapid thermal processing, deposition, chemical mechanical planarization, metrology and inspection, wafer packaging, and ion implantation.

The Applied Global Services segment provides integrated solutions to optimize equipment and fab performance and productivity, including spares, upgrades, services, certain remanufactured earlier generation equipment and factory automation software for semiconductor, display and other products.

The Display and Adjacent Markets segment includes products for manufacturing liquid crystal displays (LCDs), organic light-emitting diodes (OLEDs), equipment upgrades and flexible coating systems and other display technologies for TVs, monitors, laptops, personal computers, smart phones, and other consumer-oriented devices.

Each operating 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. The chief operating decision-maker does not evaluate operating segments using total asset information.

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.

The Corporate and Other category includes revenues from products, as well as costs of products sold, for fabricating solar photovoltaic cells and modules, and certain operating expenses that are not allocated to its reportable segments and are managed separately at the corporate level. These operating expenses 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 actions pertain to a specific reportable segment. Segment operating income also 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.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

Net sales and operating income (loss) for each reportable segment were as follows: 

			Three Months Ended																		Nine Months Ended
			Net Sales						Operating Income (Loss)						Net Sales						Operating Income (Loss)
			(In millions)
July 26, 2020:
Semiconductor Systems			$	2,916					$	958					$	8,297					$	2,655
Applied Global Services			1,034						273						3,049						807
Display and Adjacent Markets			425						83						1,122						196
Corporate and Other			20						(206)						46						(576)
Total			$	4,395					$	1,108					$	12,514					$	3,082
July 28, 2019:
Semiconductor Systems			$	2,273					$	613					$	6,725					$	1,823
Applied Global Services			931						259						2,877						827
Display and Adjacent Markets			339						41						1,194						198
Corporate and Other			19						(111)						58						(362)
Total			$	3,562					$	802					$	10,854					$	2,486

Semiconductor Systems and Display and Adjacent Markets revenues are recognized at a point in time. Applied Global Services revenue is recognized at a point in time for tangible goods such as spare parts and equipment, and over time for service agreements. The majority of revenue recognized over time is recognized within 12 months of the contract inception.

Net sales by geographic region, determined by the location of customers’ facilities to which products were shipped to, were as follows:

			Three Months Ended																																																Nine Months Ended
			July 26, 2020																		July 28, 2019																		Change						July 26, 2020																		July 28, 2019																		Change
			(In millions, except percentages)
China			$	1,470					33		%				$	1,117					31		%				32		%				$	3,880					31		%				$	3,078					28		%				26		%
Korea			1,051						24		%				445						12		%				136		%				2,312						18		%				1,458						13		%				59		%
Taiwan			687						16		%				596						17		%				15		%				3,081						25		%				2,046						19		%				51		%
Japan			472						11		%				556						16		%				(15)		%				1,290						10		%				1,727						16		%				(25)		%
Southeast Asia			120						2		%				134						4		%				(10)		%				250						2		%				413						4		%				(39)		%
Asia Pacific			3,800						86		%				2,848						80		%				33		%				10,813						86		%				8,722						80		%				24		%
United States			399						9		%				552						15		%				(28)		%				1,171						10		%				1,459						14		%				(20)		%
Europe			196						5		%				162						5		%				21		%				530						4		%				673						6		%				(21)		%
Total			$	4,395					100		%				$	3,562					100		%				23		%				$	12,514					100		%				$	10,854					100		%				15		%

Net sales for Semiconductor Systems by end use application for the periods indicated were as follows:

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
Foundry, logic and other			55		%				49		%				60		%				50		%
Dynamic random-access memory (DRAM)			22		%				27		%				19		%				22		%
Flash memory			23		%				24		%				21		%				28		%
			100		%				100		%				100		%				100		%

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APPLIED MATERIALS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (Continued)

The reconciling items included in Corporate and Other were as follows: 

			Three Months Ended																		Nine Months Ended
			July 26, 2020						July 28, 2019						July 26, 2020						July 28, 2019
			(In millions)
Unallocated net sales			$	20					$	19					$	46					$	58
Unallocated cost of products sold and expenses			(156)						(63)						(388)						(223)
Share-based compensation			(70)						(67)						(234)						(197)
Total			$	(206)					$	(111)					$	(576)					$	(362)

The following customers accounted for at least 10 percent of Applied’s net sales for the nine months ended July 26, 2020, and sales to these customers included products and services from multiple reportable segments.

 

			Percentage of Net Sales
Taiwan Semiconductor Manufacturing Company Limited			21		%
Samsung Electronics Co., Ltd.			19		%

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

The following management’s discussion and analysis is provided in addition to the accompanying consolidated condensed financial statements and notes, and for a full understanding of Applied’s results of operations and financial condition should be read in conjunction with the consolidated condensed financial statements and notes included in this Form 10-Q and the financial statements and notes for the fiscal year ended October 27, 2019 contained in the Company’s Form 10-K filed on December 13, 2019.

This report contains forward-looking statements that involve a number of risks and uncertainties. Examples of forward-looking statements include those regarding Applied’s future financial or operating results, customer demand and spending, end-user demand, Applied’s and market and industry trends and outlooks, the impact of the COVID-19 pandemic and responses thereto on Applied’s operations and financial results, cash flows and cash deployment strategies, declaration of dividends, share repurchases, business strategies and priorities, costs and cost controls, products, competitive positions, management’s plans and objectives for future operations, research and development, strategic acquisitions and investments, including the proposed acquisition of Kokusai Electric Corporation (Kokusai Electric), growth opportunities, restructuring activities, backlog, working capital, liquidity, investment portfolio and policies, taxes, supply chain, manufacturing, properties, legal proceedings and claims, and other statements that are not historical facts, as well as their underlying assumptions. Forward-looking statements may contain words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “potential” and “continue,” the negative of these terms, or other comparable terminology. All 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. 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. Forward-looking statements are based on management’s estimates, projections and expectations as of the date hereof, and Applied undertakes no obligation to revise or update any such statements.

Applied’s Pandemic Response

Applied Materials’ business has been identified by the U.S. Department of Homeland Security as part of the Critical Infrastructure Sectors that the Federal government deems “essential to ensure the continuity of functions critical to public health and safety, as well as economic and national security” and that have “a special responsibility in these times to continue operations.”

Applied responded quickly to put in place precautionary measures to keep its workplaces healthy and safe, while ensuring compliance with orders and restrictions imposed by government authorities, everywhere Applied operates in the world.

Applied’s top priority during the COVID-19 pandemic remains protecting the health and safety of its employees and their families, customers and community. Applied continues to maintain workplace flexibility such as working remotely where possible to reduce the number of people who are on campus each day. Applied is keeping its critical labs and operations active and continuing to support customers. In the interest of public health, all onsite operations are utilizing the minimum number of people to safely execute tasks and following enhanced safety and health protocols—including screenings, social distancing, and use of personal protective equipment.

Applied has a multi-phase plan to return to working on-site, which takes into consideration factors such as Applied’s business needs, local government regulations, community case trends, and recommendation from public health officials. The plan involves multiple phases that gradually allow additional workers to return while practicing social distancing and other safety measures.

Applied Materials is committed to helping those most impacted by COVID-19. In regions around the world, Applied and its Foundation are addressing immediate humanitarian needs while investing resources to combat the long-term effect of the virus on the nonprofit organizations in its communities. Applied has shared masks and equipment to medical facilities, provided blood analysis systems and sent emergency support to food banks.

Applied will continue to monitor and evaluate the COVID-19 pandemic and will work to respond appropriately to the impact of COVID-19 on its business, its customers’ and suppliers’ businesses and its communities.

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Overview

Applied provides manufacturing equipment, services and software to the semiconductor, display, and related industries. Applied’s customers include manufacturers of semiconductor wafers and chips, liquid crystal and organic light-emitting diode (OLED) displays, 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. Each of Applied’s businesses is subject to variable industry conditions, as demand for manufacturing equipment and services can change depending on supply and demand for chips, display technologies, and other electronic devices, as well as other factors, such as global economic and market conditions, and the nature and timing of technological advances in fabrication processes.

Applied operates in three reportable segments: Semiconductor Systems, Applied Global Services, and Display and Adjacent Markets. 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 Part II, Item 1A, which is incorporated herein by reference. Product development and manufacturing activities occur primarily in the United States, 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 are driven primarily by customer spending on capital equipment and services to support key technology transitions or to increase production volume in response to worldwide demand for semiconductors and displays. While certain existing technologies may be adapted to new requirements, some applications create the need for an entirely different technological approach. The timing of customer investment in manufacturing equipment is also affected by the timing of next-generation process development, and the timing of capacity expansion to meet end-market demand. In light of these conditions, Applied’s results can vary significantly year-over-year, as well as quarter-over-quarter.

The following table presents certain significant measurements for the periods indicated:

 

			Three Months Ended																																										Nine Months Ended
			July 26, 2020												July 28, 2019												Change						July 26, 2020						July 28, 2019						Change
			(In millions, except per share amounts and percentages)
Net sales			$	4,395											$	3,562											$	833					$	12,514					$	10,854					$	1,660
Gross margin			44.5		%										43.7		%										0.8 points						44.4		%				43.8		%				0.6 points
Operating income			$	1,108											$	802											$	306					$	3,082					$	2,486					$	596
Operating margin			25.2		%										22.5		%										2.7 points						24.6		%				22.9		%				1.7 points
Net income			$	841											$	571											$	270					$	2,488					$	2,008					$	480
Earnings per diluted share			$	0.91											$	0.61											$	0.30					$	2.69					$	2.11					$	0.58

Fiscal 2020 and 2019 contain 52 weeks each, and the first nine months of fiscal 2020 and 2019 each contained 39 weeks.

During the nine months ended July 26, 2020, COVID-19 was designated a pandemic and the resulting restrictions put in place worldwide impacted Applied’s supply chains and manufacturing operations. The semiconductor industry was deemed to be part of a Critical Infrastructure Sector, allowing Applied to continue operations, while ensuring compliance with orders and restrictions imposed by government authorities by putting additional precautionary measures in place to keep its workplaces healthy and safe, everywhere Applied operates in the world.

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Even with the unprecedented challenges faced during the pandemic, semiconductor equipment customers continued to make strategic investments in new technology transitions during the three and nine months ended July 26, 2020. Foundry and logic spending increased in the three and nine months ended July 26, 2020 compared to the same periods in the prior year led by customer investment in advanced foundry-logic nodes. Spending by memory customers increased in the three months ended July 26, 2020 and decreased in the nine months ended July 26, 2020 compared to the same periods in the prior year, as the industry begins to recover from excess supply and inventory levels. Overall semiconductor systems revenue increased in the three and nine months ended July 26, 2020 compared to the same periods in the prior year. Applied saw continued growth in its services business compared to the same periods in the prior year driven by an increase in the installed base of equipment and in long-term service agreements. Applied’s display and adjacent markets revenue increased in the three months ended July 26, 2020 compared to the same period in the prior year due to increased investment in display manufacturing equipment for mobile products, and declined in the nine months ended July 26, 2020, compared to the same period in the prior year, due to weak demand for display manufacturing equipment for TVs.

In response to the ongoing COVID-19 pandemic and evolving worldwide response, Applied made adjustments to its global operations and continues to see progress in the recovery within its supply chain and strong demand from semiconductor customers. The situation remains fluid and uncertain. Applied is actively managing its responses in collaboration with its employees, customers and suppliers. For additional risks associated with the COVID-19 pandemic, see the risk factor entitled “The COVID-19 pandemic and global measures taken in response thereto have adversely impacted, and may continue to adversely impact, Applied’s operations and financial results” in Part II, Item 1A, “Risk Factors.”

Results of Operations

Net Sales

Net sales for the periods indicated were as follows:

			Three Months Ended																																																																								Nine Months Ended
			July 26, 2020																														July 28, 2019																								Change						July 26, 2020																		July 28, 2019																		Change
			(In millions, except percentages)
Semiconductor Systems			$	2,916					66		%																$	2,273					64		%										28		%				$	8,297					66		%				$	6,725					62		%				23		%
Applied Global Services			1,034						24		%																931						26		%										11		%				3,049						24		%				2,877						27		%				6		%
Display and Adjacent Markets			425						10		%																339						10		%										25		%				1,122						9		%				1,194						11		%				(6)		%
Corporate and Other			20						—		%																19						—		%										5		%				46						1		%				58						—		%				(21)		%
Total			$	4,395					100		%																$	3,562					100		%										23		%				$	12,514					100		%				$	10,854					100		%				15		%

For the three and nine months ended July 26, 2020 compared to the same periods in the prior year, net sales increased primarily due to increased customer investments in semiconductor equipment. In addition, the increase in net sales in the nine months ended July 26, 2020 was partially offset by decreased customer investments in display manufacturing equipment. The Semiconductor Systems segment continued to represent the largest contributor of total net sales.

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Net sales by geographic region, determined by the location of customers’ facilities to which products were shipped, were as follows:

			Three Months Ended																																																																								Nine Months Ended
			July 26, 2020																														July 28, 2019																								Change						July 26, 2020																		July 28, 2019																		Change
			(In millions, except percentages)
China			$	1,470					33		%																$	1,117					31		%										32		%				$	3,880					31		%				$	3,078					28		%				26		%
Korea			1,051						24		%																445						12		%										136		%				2,312						18		%				1,458						13		%				59		%
Taiwan			687						16		%																596						17		%										15		%				3,081						25		%				2,046						19		%				51		%
Japan			472						11		%																556						16		%										(15)		%				1,290						10		%				1,727						16		%				(25)		%
Southeast Asia			120						2		%																134						4		%										(10)		%				250						2		%				413						4		%				(39)		%
Asia Pacific			3,800						86		%																2,848						80		%										33		%				10,813						86		%				8,722						80		%				24		%
United States			399						9		%																552						15		%										(28)		%				1,171						10		%				1,459						14		%				(20)		%
Europe			196						5		%																162						5		%										21		%				530						4		%				673						6		%				(21)		%
Total			$	4,395					100		%																$	3,562					100		%										23		%				$	12,514					100		%				$	10,854					100		%				15		%

The changes in net sales in all regions in the three and nine months ended July 26, 2020 compared to the same periods in the prior year primarily reflected changes in semiconductor equipment spending. The increase in net sales to customers in Taiwan and Korea for the three and nine months ended July 26, 2020 compared to the same periods in the prior year was primarily due to increased investments in semiconductor manufacturing equipment. The increase in net sales to customers in China for the three months ended July 26, 2020 compared to the same period in the prior year was primarily due to increased investments in semiconductor and display manufacturing equipment and customer spending on comprehensive service agreements. The increase in net sales to customers in China for the nine months ended July 26, 2020 compared to the same period in the prior year was primarily due to increased investments in semiconductor manufacturing equipment and customer spending on comprehensive service agreements, partially offset by a decrease in customer spending in display manufacturing equipment. The decrease in net sales to customers in Japan and United States for the three and nine months ended July 26, 2020 compared to the same periods in the prior year primarily reflected a decrease in investments in semiconductor and display manufacturing equipment. The decrease in net sales to customers in Southeast Asia and Europe for the nine months ended July 26, 2020 compared to the same period in the prior year primarily reflected a decrease in investments in semiconductor manufacturing equipment and customer spending on comprehensive service agreements.

Gross Margin

Gross margins for the periods indicated were as follows: 

			Three Months Ended																																										Nine Months Ended
			July 26, 2020												July 28, 2019												Change						July 26, 2020						July 28, 2019						Change
Gross margin			44.5		%										43.7		%										0.8 points						44.4		%				43.8		%				0.6 points

Gross margin in the three and nine months ended July 26, 2020 increased compared to the same periods in the prior year primarily due to the increase in net sales and favorable changes in customer and product mix, partially offset by higher freight costs, higher personnel costs due to the hiring of additional headcount to provide manufacturing capacity and flexibility, underutilization of headcount due to COVID-19 restrictions preventing travel to customer site and incremental employee compensation related to the COVID-19 pandemic. Gross margin during the three months ended July 26, 2020 and July 28, 2019 included $24 million and $23 million of share-based compensation expense, respectively. Gross margin during the nine months ended July 26, 2020 and July 28, 2019 included $79 million and $67 million of share-based compensation expense, respectively.

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Research, Development and Engineering

Research, Development and Engineering (RD&E) expenses for the periods indicated were as follows:

			Three Months Ended																																										Nine Months Ended
			July 26, 2020												July 28, 2019												Change						July 26, 2020						July 28, 2019						Change
			(In millions)
Research, development and engineering			$	572											$	515											$	57					$	1,674					$	1,539					$	135

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. 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. In certain instances, Applied acquires technologies, either in existing or new product areas, to complement its existing technology capabilities and to reduce time to market.

Management 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 has maintained and intends to continue its commitment to investing in RD&E in order to continue to offer new products and technologies.

The increases in RD&E expenses during the three and nine months ended July 26, 2020 compared to the same periods in the prior year were primarily due to additional headcount and higher expense associated with share-based compensation and variable compensation. These increases reflected Applied’s ongoing investment in product development initiatives, consistent with the Company’s strategy. Applied continued to prioritize existing RD&E investments in technical capabilities and critical research and development programs in current and new markets, with a focus on semiconductor technologies. RD&E expenses during the three months ended July 26, 2020 and July 28, 2019 included $27 million and $25 million of share-based compensation expense, respectively. RD&E expense during the nine months ended July 26, 2020 and July 28, 2019 included $89 million and $74 million of share-based compensation expense, respectively.

Marketing and Selling

Marketing and selling expenses for the periods indicated were as follows:

 

			Three Months Ended																																										Nine Months Ended
			July 26, 2020												July 28, 2019												Change						July 26, 2020						July 28, 2019						Change
			(In millions)
Marketing and selling			$	130											$	128											$	2					$	395					$	392					$	3

Marketing and selling expenses remained relatively flat for the three and nine months ended July 26, 2020 compared to the same periods in fiscal 2019 primarily. Marketing and selling expenses during the three months ended July 26, 2020 and July 28, 2019 each included $8 million of share-based compensation expense. Marketing and selling expenses during the nine months ended July 26, 2020 and July 28, 2019 included $27 million and $23 million of share-based compensation expense, respectively.

General and Administrative

General and administrative (G&A) expenses for the periods indicated were as follows: 

			Three Months Ended																																										Nine Months Ended
			July 26, 2020												July 28, 2019												Change						July 26, 2020						July 28, 2019						Change
			(In millions)
General and administrative			$	145											$	112											$	33					$	411					$	335					$	76

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G&A expenses in the three and nine months ended July 26, 2020 increased compared to the same periods in the prior year primarily due to higher expense associated with business combination activities, variable compensation, and share-based compensation. G&A expenses during the three months ended July 26, 2020 and July 28, 2019 each included $11 million of share-based compensation expense. G&A expenses during the nine months ended July 26, 2020 and July 28, 2019 included $39 million and $33 million of share-based compensation expense, respectively.

Interest Expense and Interest and Other Income (Loss), net

Interest expense and interest and other income (loss), net for the periods indicated were as follows:

			Three Months Ended																																										Nine Months Ended
						July 26, 2020												July 28, 2019												Change						July 26, 2020						July 28, 2019						Change
			(In millions)
Interest expense			$	61											$	58											$	3					$	181					$	178					$	3
Interest and other income (loss), net			$	(7)											$	38											$	(45)					$	22					$	121					$	(99)

Interest expenses incurred were primarily associated with issued senior unsecured notes. Interest expense in the three and nine months ended July 26, 2020 remained relatively flat compared to the same periods in the prior year.

Interest and other income, net in the three and nine months ended July 26, 2020 decreased compared to the same periods in the prior year, primarily driven by lower interest income and a loss on early extinguishment of debt. In addition, net gain from investments during the nine months ended July 26, 2020 was lower compared to the same period in the prior year.

Income Taxes

Provision for income taxes and effective tax rates for the periods indicated were as follows: 

			Three Months Ended																																										Nine Months Ended
						July 26, 2020												July 28, 2019												Change						July 26, 2020						July 28, 2019						Change
			(In millions, except percentages)
Provision for income taxes			$	199											$	211											$	(12)					$	435					$	421					$	14
Effective tax rate			19.1		%										27.0		%										(7.9) points						14.9		%				17.3		%				(2.4) points

Applied’s provision for income taxes and effective tax rate are affected by the geographical composition of pre-tax income which includes jurisdictions with differing tax rates, conditional reduced tax rates and other income tax incentives. It is also affected by events that are not consistent from period to period, such as changes in income tax laws and the resolution of prior years’ income tax filings.

On June 14, 2019, the U.S. government released regulations that significantly affect how the global intangible low-taxed income (GILTI) provision of the Tax Act is interpreted. As a result, Applied reversed a tax benefit of $96 million in the third quarter of fiscal 2019 that had been realized in the first half of fiscal 2019.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The enactment of the CARES Act does not result in any material adjustments to Applied’s provision for income taxes.

Applied’s effective tax rates for the third quarter of fiscal 2020 and 2019 were 19.1 percent and 27.0 percent, respectively. The effective tax rate for the third quarter of fiscal 2020 was lower than the same period in the prior fiscal year primarily due to a tax expense taken in the third quarter of fiscal 2019 for regulations issued that significantly affected how the GILTI provisions of the Tax Act were interpreted. This was partially offset by settlement of certain unrecognized tax benefits that resulted in an additional income tax expense of $44 million in the third quarter of fiscal 2020.

Applied’s effective tax rates for the first nine months of fiscal 2020 and 2019 were 14.9 percent and 17.3 percent, respectively. The effective tax rate for the first nine months of fiscal 2020 was lower than the same period in the prior fiscal year primarily due to higher excess tax benefits from share-based compensation. This was partially offset by settlement of certain unrecognized tax benefits that resulted in an additional income tax expense of $44 million during the first nine months of fiscal 2020.

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Segment Information

Applied reports financial results in three segments: Semiconductor Systems, Applied Global Services, and Display and Adjacent Markets. 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.

The Corporate and Other category includes revenues from products, as well as costs of products sold, for fabricating solar photovoltaic cells and modules and certain operating expenses that are not allocated to its reportable segments and are managed separately at the corporate level. These operating expenses include costs for share-based compensation; certain management, finance, legal, human resource, 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 actions pertain to a specific reportable segment.

The results for each reportable segment are discussed below.

Semiconductor Systems Segment

The Semiconductor Systems segment is comprised primarily of capital equipment used to fabricate semiconductor chips. Semiconductor industry spending on capital equipment is driven by demand for advanced electronic products, including smartphones and other mobile devices, servers, personal computers, automotive devices, storage, and other products, and the nature and timing of technological advances in fabrication processes, and as a result is subject to variable industry conditions. Development efforts are focused on solving customers’ key technical challenges in transistor, interconnect, patterning and packaging performance as devices scale to advanced technology nodes.

Semiconductor equipment customers continued to make strategic investments in new technology transitions during the first nine months of fiscal 2020. Foundry and logic spending increased in the three and nine months ended July 26, 2020 compared to the same periods in the prior year led by customer investment in advanced foundry-logic nodes. Spending by memory customers increased in the three months ended July 26, 2020 and decreased in the nine months ended July 26, 2020 compared to the same periods in the prior year, as the market begins to recover from excess industry supply and inventory levels. Overall semiconductor systems revenue increased in the three and nine months ended July 26, 2020 compared to the same periods in the prior year.

Certain significant measures for the periods indicated were as follows: 

			Three Months Ended																																																												Nine Months Ended
						July 26, 2020												July 28, 2019																		Change																		July 26, 2020						July 28, 2019						Change
			(In millions, except percentages and ratios)
Net sales			$	2,916											$	2,273																	$	643					28		%				$	8,297					$	6,725					$	1,572					23		%
Operating income			$	958											$	613																	$	345					56		%				$	2,655					$	1,823					$	832					46		%
Operating margin			32.9		%										27.0		%																						5.9 points						32.0		%				27.1		%										4.9 points

Net sales for Semiconductor Systems by end use application for the periods indicated were as follows:

			Three Months Ended																								Nine Months Ended
			July 26, 2020												July 28, 2019						July 26, 2020						July 28, 2019
Foundry, logic and other			55		%										49		%				60		%				50		%
Dynamic random-access memory (DRAM)			22		%										27		%				19		%				22		%
Flash memory			23		%										24		%				21		%				28		%
			100		%										100		%				100		%				100		%

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Net sales for the three months ended July 26, 2020 increased, in absolute dollars, compared to the same period in the prior year primarily due to higher spending from foundry, logic and other customers, as well as an increase in spending from memory customers. Net sales for the nine months ended July 26, 2020 increased, in absolute dollars, compared to the same period in the prior year primarily due to higher spending from foundry, logic and other customers, partially offset by decreased spending from memory customers. Operating margin for the three and nine months ended July 26, 2020 increased compared to the same periods in the prior year, primarily reflecting higher net sales and favorable changes in customer and product mix, lower travel related spending due to COVID-19 travel restrictions, partially offset by increased RD&E expenses, higher freight costs, higher personnel costs due to the hiring of additional headcount to provide manufacturing capacity and flexibility, and incremental employee compensation related to the COVID-19 pandemic. In the three months ended July 26, 2020, two customers each accounted for at least 10 percent of this segment’s net sales, and together they accounted for approximately 47 percent of this segment’s total net sales, with one customer accounting for approximately 32 percent of net sales.

The following region accounted for at least 30 percent of total net sales for the Semiconductor Systems segment for one or more of the periods presented.

 

			Three Months Ended																																																																								Nine Months Ended
			July 26, 2020																														July 28, 2019																								Change						July 26, 2020																		July 28, 2019																		Change
			(In millions, except percentages)
Korea			$	934					32%																		$	313					14%												198		%				$	1,922					23%						$	1,066					16%						80		%

Applied Global Services Segment

The Applied Global Services segment provides integrated solutions to optimize equipment and fab performance and productivity, including spares, upgrades, services, certain remanufactured earlier generation equipment and factory automation software for semiconductor, display and solar products.

Demand for Applied Global Services’ service solutions are driven by Applied’s large and growing installed base of manufacturing systems, and customers’ needs to shorten ramp times, improve device performance and yield, and optimize factory output and operating costs. Industry conditions that affect Applied Global Services’ sales of spares and services are primarily characterized by increases in semiconductor manufacturers’ wafer starts and continued strong utilization rates, growth of the installed base of equipment, growing service intensity of newer tools, and the Company’s ability to sell more comprehensive service agreements.

Certain significant measures for the periods indicated were as follows:

			Three Months Ended																																																												Nine Months Ended
						July 26, 2020												July 28, 2019																		Change																		July 26, 2020						July 28, 2019						Change
			(In millions, except percentages and ratios)
Net sales			$	1,034											$	931																	$	103					11		%				$	3,049					$	2,877					$	172					6		%
Operating income			$	273											$	259																	$	14					5		%				$	807					$	827					$	(20)					(2)		%
Operating margin			26.4		%										27.8		%																						(1.4) points						26.5		%				28.7		%										(2.2) points

Net sales for the three and nine months ended July 26, 2020 increased compared to the same periods in the prior year primarily due to higher customer spending on comprehensive service agreements. In addition, the increase in net sales for the nine months ended July 26, 2020 was also due to higher customer spending on legacy systems. Operating margin for the three and nine months ended July 26, 2020 compared to the same periods in the prior year decreased primarily due to an increase in headcount to support business growth, underutilization of headcount due to COVID-19 restrictions preventing travel to customer sites, higher freight costs and incremental employee compensation related to the COVID-19 pandemic. In the three months ended July 26, 2020, three customers each accounted for more than 10 percent of this segment’s total net sales.

There was no region that accounted for at least 30 percent of total net sales for the Applied Global Services segment for any of the periods presented.

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Display and Adjacent Markets Segment

The Display and Adjacent Markets segment encompasses products for manufacturing liquid crystal and OLED displays, and other display technologies for TVs, monitors, laptops, personal computers, electronic tablets, smart phones, and other consumer-oriented devices, equipment upgrades and flexible coating systems. The segment is focused on expanding its presence through technologically-differentiated equipment for manufacturing large-scale LCD TVs, OLEDs, low temperature polysilicon (LTPS), metal oxide, and touch panel sectors; and development of products that provide customers with improved performance and yields.

Display industry growth depends primarily on consumer demand for increasingly larger and more advanced TVs as well as larger and higher resolution displays for next generation mobile devices. Uneven spending patterns by customers in the Display and Adjacent Markets segment can cause significant fluctuations quarter-over-quarter, as well as year-over-year.

Certain significant measures for the periods presented were as follows:

			Three Months Ended																																																												Nine Months Ended
						July 26, 2020												July 28, 2019																		Change																		July 26, 2020						July 28, 2019						Change
			(In millions, except percentages and ratios)
Net sales			$	425											$	339																	$	86					25		%				$	1,122					$	1,194					$	(72)					(6)		%
Operating income			$	83											$	41																	$	42					102		%				$	196					$	198					$	(2)					(1)		%
Operating margin			19.5		%										12.1		%																						7.4 points						17.5		%				16.6		%										0.9 points

Net sales for the three months ended July 26, 2020 increased compared to the same period in the prior year primarily due to higher customer investment in display manufacturing equipment for mobile products, partially offset by the decrease in customer investments in display manufacturing equipment for TVs. Net sales for the nine months ended July 26, 2020 decreased compared to the same period in the prior year primarily due to lower customer investments in display manufacturing equipment for TVs, partially offset by higher customer investments in display manufacturing equipment for mobile products. Operating margin for the three months ended July 26, 2020 increased compared to the same period in the prior year due to favorable changes in customer and product mix and lower travel related spending due to COVID-19 travel restrictions. Operating margin for the nine months ended July 26, 2020 increased compared to the same period in the prior year, reflecting favorable changes in customer and product mix and lower travel related spending due to COVID-19 travel restrictions. In the three months ended July 26, 2020, three customers each accounted for at least 10 percent of this segment’s net sales, and together they accounted for approximately 90 percent of this segment’s total net sales, with one customer accounting for approximately 66 percent of net sales.

The following region accounted for at least 30 percent of total net sales for the Display and Adjacent Markets segment for one or more of the periods presented:

 

			Three Months Ended																																																																								Nine Months Ended
			July 26, 2020																														July 28, 2019																								Change						July 26, 2020																		July 28, 2019																		Change
			(In millions, except percentages)
China			$	419					99%																		$	273					80%												53%						$	1,035					92%						$	1,078					90%						(4)%

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Financial Condition, Liquidity and Capital Resources

Applied’s cash, cash equivalents and investments consist of the following:

 

			July 26, 2020						October 27, 2019
			(In millions)
Cash and cash equivalents			$	4,350					$	3,129
Short-term investments			406						489
Long-term investments			1,538						1,703
Total cash, cash-equivalents and investments			$	6,294					$	5,321

Sources and Uses of Cash

A summary of cash provided by (used in) operating, investing, and financing activities is as follows:

 

			Nine Months Ended
			July 26, 2020						July 28, 2019
			(In millions)
Cash provided by operating activities			$	2,489					$	2,421
Cash provided by (used in) investing activities			$	11					$	(357)
Cash used in financing activities			$	(1,164)					$	(2,490)

Operating Activities

Cash from operating activities for the nine months ended July 26, 2020 was $2.5 billion, which reflects net income adjusted for the effect of non-cash charges and changes in working capital components. Non-cash charges included depreciation, amortization, share-based compensation and deferred income taxes. Cash provided by operating activities increased in the first nine months of fiscal 2020 compared to the same period in the prior year primarily due to better cash collections, offset by higher payments to suppliers and income taxes.

Applied has agreements with various financial institutions to sell accounts receivable and discount promissory notes from selected customers. Applied sells its accounts receivable without recourse. Applied, from time to time, also discounts letters of credit issued by customers through various financial institutions. The discounting of letters of credit depends on many factors, including the willingness of financial institutions to discount the letters of credit and the cost of such arrangements. Applied sold $690 million and $1.3 billion of accounts receivable during the nine months ended July 26, 2020 and July 28, 2019, respectively. Applied did not discount letters of credit issued by customers or discount promissory notes during the nine months ended July 26, 2020. Applied discounted letters of credit issued by customers of $40 million during the nine months ended July 28, 2019.

Applied’s working capital was $8.0 billion as of July 26, 2020 and $5.8 billion as of October 27, 2019.

Days sales outstanding for the three months ended July 26, 2020 and July 28, 2019 were 58 days and 61 days, respectively. Days sales outstanding varies due to the timing of shipments and payment terms. The decrease in days sales outstanding was primarily due to higher accounts receivable factoring and better cash collection compared to the same period in the prior year, partially offset by unfavorable linearity.

Investing Activities

Applied generated $11 million of cash from investing activities during the nine months ended July 26, 2020. Capital expenditures totaled $260 million, net cash paid for immaterial acquisitions was $107 million and proceeds from sales and maturities of investments, net of purchases of investments were $378 million during the nine months ended July 26, 2020.

Applied’s investment portfolio consists principally of investment grade money market mutual funds, U.S. Treasury and agency securities, municipal bonds, corporate bonds and mortgage-backed and asset-backed securities, as well as equity securities. Applied regularly monitors the credit risk in its investment portfolio and takes appropriate measures, which may include the sale of certain securities, to manage such risks prudently in accordance with its investment policies.

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Financing Activities

Applied used $1.2 billion of cash in financing activities during the nine months ended July 26, 2020, consisting primarily of the redemption of senior unsecured notes for $1.4 billion, repurchases of common stock of $599 million, cash dividends to stockholders of $587 million and tax withholding payments for vested equity awards of $166 million, offset by net proceeds received from the issuance of $1.5 billion of senior unsecured notes.

In June 2020, March 2020 and December 2019, Applied’s Board of Directors declared quarterly cash dividends, in the amount of $0.22, $0.22 and $0.21 per share, respectively. The dividend declared in June 2020 is payable in September 2020. Applied currently anticipates that cash dividends will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of the Board of Directors and will depend on Applied’s financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination by the Board of Directors that cash dividends are in the best interests of Applied’s stockholders.

Applied has credit facilities for unsecured borrowings in various currencies of up to $1.6 billion, of which $1.5 billion is comprised of a committed revolving credit agreement (Revolving Credit Agreement) with a group of banks. The Revolving Credit Agreement includes a provision under which Applied may request an increase in the amount of the facility of up to $500 million for a total commitment of no more than $2.0 billion, subject to the receipt of commitments from one or more lenders for any such increase and other customary conditions. The Revolving Credit Agreement is scheduled to expire in February 2025, unless extended as permitted under the Revolving Credit Agreement. Applied entered into the Revolving Credit Agreement in February 2020, which replaced Applied’s prior $1.5 billion revolving credit agreement that was scheduled to expire in September 2021. The Revolving Credit Agreement provides for borrowings in United States dollars that bear interest for each advance at one of two rates selected by Applied, plus an applicable margin, which varies according to Applied’s public debt credit ratings. The Revolving Credit Agreement includes financial and other covenants with which Applied was in compliance as of July 26, 2020.

In March 2020, Applied borrowed the full $1.5 billion available under the Revolving Credit Agreement in order to increase its cash position and preserve financial flexibility in light of the uncertainty in the global markets resulting from the COVID-19 outbreak. In May 2020, Applied repaid the full $1.5 billion of borrowings under the Revolving Credit Agreement. Applied may at any time and from time to time, borrow, repay and reborrow under the Revolving Credit Agreement during the term of the facility. The maturity date of the Revolving Credit Agreement is February 21, 2025, unless extended, at which time the outstanding amount of loans, if any, must be repaid in full. The interest rate for the March 2020 borrowing under the Revolving Credit Agreement was one-month LIBOR plus a margin of 0.875%, based on Applied’s public debt credit ratings.

Remaining credit facilities in the amount of approximately $75 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.

In August 2019, Applied entered into a term loan credit agreement with a group of lenders. Under the agreement, the lenders have committed to make an unsecured term loan to Applied of up to $2.0 billion to finance in part Applied’s planned acquisition of all outstanding shares of Kokusai Electric, to pay related transaction fees and expenses and for general corporate purposes. The commitments of the lenders to make the term loan will terminate if the transactions contemplated by the Share Purchase Agreement (SPA) are not consummated on or before June 30, 2020 (Outside Date), which date may be extended by three months on two separate occasions if, on the applicable date, the only remaining conditions to closing relate to required regulatory approvals. Pursuant to the terms of the SPA, on June 30, 2020, the parties mutually extended the Outside Date to September 30, 2020. The term loan, if advanced, will bear interest at one of two rates selected by Applied, plus an applicable margin, which varies according to Applied’s public debt credit ratings, and must be repaid in full on the third anniversary of the funding date of the term loan.

No amounts were outstanding under any of these facilities at both July 26, 2020 and October 27, 2019.

Applied has a short-term commercial paper program under which Applied may issue unsecured commercial paper notes of up to a total amount $1.5 billion. As of July 26, 2020, Applied did not have any commercial paper outstanding but may issue commercial paper notes under this program from time to time in the future. The commercial paper program is backstopped by the Revolving Credit Agreement and borrowings under the Revolving Credit Agreement reduce the amount of commercial paper notes Applied can issue.

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In May 2020, Applied issued $750 million aggregate principal amount of 1.750% senior unsecured notes due 2030 and $750 million aggregate principal amount of 2.750% senior unsecured notes due 2050, in a registered public offering. In June 2020, Applied used a portion of the net proceeds from the offering to redeem the outstanding $600 million in aggregate principal amount of its 2.625% senior unsecured notes due October 1, 2020 and $750 million in aggregate principal amount of its 4.300% senior unsecured notes due June 15, 2021, at a total aggregate redemption price of $1.4 billion. As a result, Applied recognized a $33 million loss on early extinguishment of these senior unsecured notes.

Applied had senior unsecured notes in the aggregate principal amount of $5.5 billion outstanding as of July 26, 2020. See Note 11 of the Notes to the Consolidated Condensed Financial Statements for additional discussion of existing debt. Applied may seek to refinance its existing debt and may incur additional indebtedness depending on Applied’s capital requirements and the availability of financing.

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 26, 2020, the maximum potential amount of future payments that Applied could be required to make under these guarantee agreements was approximately $148 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 26, 2020, Applied has provided parent guarantees to banks for approximately $151 million to cover these arrangements.

Others

On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act. The Tax Act requires a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries. The transition tax expense is payable in installments over eight years, with eight percent due in each of the first five years starting with fiscal 2018. As of July 26, 2020, Applied has $857 million of total payments remaining, payable in installments in the next six years. Before the Tax Act, U.S. income tax had not been provided for certain unrepatriated earnings that were considered indefinitely reinvested. Income tax is now provided for all unrepatriated earnings.

Although cash requirements will fluctuate based on the timing and extent of factors such as those discussed above, Applied’s management believes that cash generated from operations, together with the liquidity provided by existing cash balances and borrowing capability, will be sufficient to satisfy Applied’s liquidity requirements for the next 12 months. For further details regarding Applied’s operating, investing and financing activities, see the Consolidated Condensed Statements of Cash Flows in this report.

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Critical Accounting Policies and Estimates

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported. Note 1 of Notes to Consolidated Financial Statements in Applied’s Annual Report on Form 10-K and Note 1 of Notes to Consolidated Condensed Financial Statements in this report describe the significant accounting policies used in the preparation of the consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies.

A critical accounting policy is defined as one that is both material to the presentation of Applied’s consolidated financial statements and that requires management to make difficult, subjective or complex judgments that could have a material effect on Applied’s financial condition or results of operations. Specifically, these policies have the following attributes: (1) Applied is required to make assumptions about matters that are highly uncertain at the time of the estimate; and (2) different estimates Applied could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on Applied’s financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. Applied bases its estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as Applied’s operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. These uncertainties include those discussed in Part II, Item 1A, “Risk Factors.” Based on a critical assessment of its accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that Applied’s consolidated financial statements are fairly stated in accordance with accounting principles generally accepted in the United States of America, and provide a meaningful presentation of Applied’s financial condition and results of operations.

Management believes that the following are critical accounting policies and estimates:

Revenue Recognition

Applied recognizes revenue when promised goods or services (performance obligations) are transferred to a customer in an amount that reflects the consideration to which Applied expects to be entitled in exchange for those goods or services. Applied performs the following five steps to determine when to recognize revenue: (1) identification of the contract(s) with customers, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when, or as, a performance obligation is satisfied. Management uses judgment to identify performance obligations within a contract and to determine whether multiple promised goods or services in a contract should be accounted for separately or as a group. Judgment is also used in interpreting commercial terms and determining when transfer of control occurs. Moreover, judgment is used to estimate the contract’s transaction price and allocate it to each performance obligation. Any material changes in the identification of performance obligations, determination and allocation of the transaction price to performance obligations, and determination of when transfer of control occurs to the customer, could impact the timing and amount of revenue recognition, which could have a material effect on Applied’s financial condition and results of operations.

Warranty Costs

Applied provides for the estimated cost of warranty when revenue is recognized. Estimated warranty costs are determined by analyzing specific product, current and historical configuration statistics and regional warranty support costs. Applied’s warranty obligation is affected by product and component failure rates, material usage and labor costs incurred in correcting product failures during the warranty period. As Applied’s customer engineers and process support engineers are highly trained and deployed globally, labor availability is a significant factor in determining labor costs. The quantity and availability of critical replacement parts is another significant factor in estimating warranty costs. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. If actual warranty costs differ substantially from Applied’s estimates, revisions to the estimated warranty liability would be required, which could have a material adverse effect on Applied’s business, financial condition and results of operations.

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Allowance for Doubtful Accounts

Applied maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. This allowance is based on historical experience, credit evaluations, specific customer collection history and any customer-specific issues Applied has identified. Changes in circumstances, such as an unexpected material adverse change in a major customer’s ability to meet its financial obligation to Applied or its payment trends, may require Applied to further adjust its estimates of the recoverability of amounts due to Applied, which could have a material adverse effect on Applied’s business, financial condition and results of operations.

Inventory Valuation

Inventories are generally stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The carrying value of inventory is reduced for estimated obsolescence by the difference between its cost and the estimated net realizable value based upon assumptions about future demand. Applied evaluates the inventory carrying value for potential excess and obsolete inventory exposures by analyzing historical and anticipated demand. In addition, inventories are evaluated for potential obsolescence due to the effect of known and anticipated engineering change orders and new products. If actual demand were to be substantially lower than estimated, additional adjustments for excess or obsolete inventory may be required, which could have a material adverse effect on Applied’s business, financial condition and results of operations.

Goodwill and Intangible Assets

Applied reviews goodwill and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable, and also annually reviews goodwill and intangibles with indefinite lives for impairment. 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. If actual product acceptance differs significantly from the estimates, Applied may be required to record an impairment charge to reduce the carrying value of the reporting unit to its estimated fair value.

To test goodwill for impairment, Applied first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, Applied then performs the two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. Under the two-step goodwill impairment test, Applied would in the first step compare the estimated fair value of each reporting unit to its carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, Applied would then perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. If Applied determines that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, Applied would record an impairment charge equal to the difference.

Applied determines the fair value of each reporting unit based on a weighting of an income and a market approach. Applied bases the fair value estimates on assumptions that it believes to be reasonable but that are unpredictable and inherently uncertain. Under the income approach, Applied estimates the fair value based on discounted cash flow method.

The estimates used in the impairment testing are consistent with the discrete forecasts that Applied uses to manage its business, and considers any significant developments during the period. Under the discounted cash flow method, cash flows beyond the discrete forecasts are estimated using a terminal growth rate, which considers the long-term earnings growth rate specific to the reporting units. The estimated future cash flows are discounted to present value using each reporting unit’s weighted average cost of capital. The weighted average cost of capital measures a reporting unit’s cost of debt and equity financing weighted by the percentage of debt and equity in a reporting unit’s target capital structure. In addition, the weighted average cost of capital is derived using both known and estimated market metrics, and is adjusted to reflect both the timing and risks associated with the estimated cash flows. The tax rate used in the discounted cash flow method is the median tax rate of comparable companies and reflects Applied’s current international structure, which is consistent with the market participant perspective. Under the market approach, Applied uses the guideline company method which applies market multiples to forecasted revenues and earnings before interest, taxes, depreciation and amortization. Applied uses market multiples that are consistent with comparable publicly-traded companies and considers each reporting unit’s size, growth and profitability relative to its comparable companies.

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Management uses significant judgment when assessing goodwill for potential impairment, especially in emerging markets. Indicators of potential impairment include, but are not limited to, challenging economic conditions, an unfavorable industry or economic environment or other severe decline in market conditions. Such conditions could have the effect of changing one of the critical assumptions or estimates used for the fair value calculation, resulting in an unexpected goodwill impairment charge, which could have a material adverse effect on Applied’s business, financial condition and results of operations. See Note 10 of Notes to Consolidated Financial Statements for additional discussion of goodwill impairment.

Income Taxes

Applied’s provision for income taxes and effective tax rate are affected by the geographical composition of pre-tax income which includes jurisdictions with differing tax rates, conditional reduced tax rates and other income tax incentives. It is also affected by events that are not consistent from period to period, such as changes to income tax laws and the resolution of prior years’ income tax filings. Applied recognizes a current tax liability for the estimated amount of income tax payable on tax returns for the current fiscal year. Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the book and tax bases of assets and liabilities. Deferred tax assets are also recognized for net operating loss and tax credit carryforwards. Deferred tax assets are offset by a valuation allowance to the extent it is more likely than not that they are not expected to be realized.

Applied recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such positions are estimated based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Any changes in judgment related to uncertain tax positions are recognized in Applied’s provision for income taxes in the quarter in which such change occurs. Interest and penalties related to uncertain tax positions are recognized in Applied’s provision for income taxes.

The calculation of Applied’s provision for income taxes and effective tax rate involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with Applied’s expectations could have an adverse material impact on Applied’s results of operations and financial condition.

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Non-GAAP Adjusted Financial Results

Management uses non-GAAP adjusted financial measures to evaluate the Company’s operating and financial performance and for planning purposes, and as performance measures in its executive compensation program. Applied believes these measures enhance an overall understanding of its performance and investors’ ability to review the Company’s business from the same perspective as the Company’s management and facilitate comparisons of this period’s results with prior periods on a consistent basis by excluding items that management does not believe are indicative of Applied’s ongoing operating performance.

The non-GAAP adjusted financial measures presented below are adjusted to exclude the impact of certain costs, expenses, gains and losses, including certain items related to mergers and acquisitions; restructuring charges and any associated adjustments; certain incremental expenses related to COVID-19; impairments of assets, or investments; gain or loss on sale of strategic investments; loss on early extinguishment of debt; certain income tax items and other discrete adjustments. On a non-GAAP basis, the tax effect related to share-based compensation is recognized ratably over the fiscal year. Additionally, non-GAAP results exclude estimated discrete income tax expense items associated with U.S. tax legislation. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables presented below. There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles, may be different from non-GAAP financial measures used by other companies, and may exclude certain items that may have a material impact upon our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.

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The following tables present a reconciliation of the GAAP and non-GAAP adjusted consolidated results:

APPLIED MATERIALS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS

						Three Months Ended																								Nine Months Ended
(In millions, except percentages)						July 26, 2020												July 28, 2019						July 26, 2020						July 28, 2019
Non-GAAP Adjusted Gross Profit
Reported gross profit - GAAP basis						$	1,955											$	1,557					$	5,562					$	4,752
Certain items associated with acquisitions1						8												9						25						28
Certain incremental expenses related to COVID-195						15												—						23						—
Non-GAAP adjusted gross profit						$	1,978											$	1,566					$	5,610					$	4,780
Non-GAAP adjusted gross margin						45.0		%										44.0		%				44.8		%				44.0		%
Non-GAAP Adjusted Operating Income
Reported operating income - GAAP basis						$	1,108											$	802					$	3,082					$	2,486
Certain items associated with acquisitions1						12												13						38						41
Acquisition integration and deal costs						20												5						54						12
Certain incremental expenses related to COVID-195						20												—						30						—
Non-GAAP adjusted operating income						$	1,160											$	820					$	3,204					$	2,539
Non-GAAP adjusted operating margin						26.4		%										23.0		%				25.6		%				23.4		%
Non-GAAP Adjusted Net Income
Reported net income - GAAP basis						$	841											$	571					$	2,488					$	2,008
Certain items associated with acquisitions1						12												13						38						41
Acquisition integration and deal costs						20												5						54						12
Certain incremental expenses related to COVID-195						20												—						30						—
Realized loss (gain) on strategic investments, net						(8)												1						(1)						(6)
Unrealized loss (gain) on strategic investments, net						(5)												(9)						(1)						(25)
Loss on early extinguishment of debt						33												—						33						—
Income tax effect of share-based compensation2						12												—						(13)						(4)
Income tax effect of changes in applicable U.S. tax laws3						—												—						—						(24)
Income tax effects related to intra-entity intangible asset transfers						67												115						104						56
Resolution of prior years’ income tax filings and other tax items						(1)												(1)						(5)						75
Income tax effect of non-GAAP adjustments4						(15)												(3)						(30)						(2)
Non-GAAP adjusted net income						$	976											$	692					$	2,697					$	2,131

1			These items are incremental charges attributable to completed acquisitions, consisting of amortization of purchased intangible assets.
2			GAAP basis tax benefit related to share-based compensation is recognized ratably over the fiscal year on a non-GAAP basis.
3			Charges to income tax provision related to a one-time transition tax as a result of U.S. tax legislation.
4			Adjustment to provision for income taxes related to non-GAAP adjustments reflected in income before income taxes.
5			Temporary incremental employee compensation during the COVID-19 pandemic.

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APPLIED MATERIALS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS

 

						Three Months Ended																								Nine Months Ended
(In millions, except per share amounts)						July 26, 2020												July 28, 2019						July 26, 2020						July 28, 2019
Non-GAAP Adjusted Earnings Per Diluted Share
Reported earnings per diluted share - GAAP basis						$	0.91											$	0.61					$	2.69					$	2.11
Certain items associated with acquisitions						0.01												0.01						0.04						0.04
Acquisition integration and deal costs						0.02												0.01						0.05						0.01
Certain incremental expenses related to COVID-19						0.02												—						0.03						—
Loss on early extinguishment of debt						0.03												—						0.03						—
Realized loss (gain) on strategic investments, net						(0.01)												—						—						—
Unrealized loss (gain) on strategic investments, net						—												(0.01)						—						(0.03)
Income tax effect of share-based compensation						0.01												—						(0.02)						—
Income tax effect of changes in applicable U.S. tax laws						—												—						—						(0.03)
Income tax effects related to intra-entity intangible asset transfers						0.07												0.12						0.11						0.06
Resolution of prior years’ income tax filings and other tax items						—												—						(0.01)						0.08
Non-GAAP adjusted earnings per diluted share						$	1.06											$	0.74					$	2.92					$	2.24
Weighted average number of diluted shares						922												937						924						950

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The following table presents a reconciliation of the GAAP and non-GAAP adjusted segment results:

APPLIED MATERIALS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS

 

						Three Months Ended																								Nine Months Ended
(In millions, except percentages)						July 26, 2020												July 28, 2019						July 26, 2020						July 28, 2019
Semiconductor Systems Non-GAAP Adjusted Operating Income
Reported operating income - GAAP basis						$	958											$	613					$	2,655					$	1,823
Certain items associated with acquisitions1						9												11						29						32
Acquisition integration costs						1												—						1						—
Certain incremental expenses related to COVID-192						14												—						20						—
Non-GAAP adjusted operating income						$	982											$	624					$	2,705					$	1,855
Non-GAAP adjusted operating margin						33.7		%										27.5		%				32.6		%				27.6		%
AGS Non-GAAP Adjusted Operating Income
Reported operating income - GAAP basis						$	273											$	259					$	807					$	827
Certain incremental expenses related to COVID-192						4												—						8						—
Non-GAAP adjusted operating income						$	277											$	259					$	815					$	827
Non-GAAP adjusted operating margin						26.8		%										27.8		%				26.7		%				28.7		%
Display and Adjacent Markets Non-GAAP Adjusted Operating Income
Reported operating income - GAAP basis						$	83											$	41					$	196					$	198
Certain items associated with acquisitions1						3												2						9						9
Acquisition integration costs						—												1						—						1
Certain incremental expenses related to COVID-192						1												—						1						—
Non-GAAP adjusted operating income						$	87											$	44					$	206					$	208
Non-GAAP adjusted operating margin						20.5		%										13.0		%				18.4		%				17.4		%

1			These items are incremental charges attributable to completed acquisitions, consisting of amortization of purchased intangible assets.
2			Temporary incremental employee compensation during the COVID-19 pandemic.

Note: The reconciliation of GAAP and non-GAAP adjusted segment results above does not include certain revenues, costs of products sold and operating expenses that are reported within corporate and other and included in consolidated operating income.

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Item 3:      Quantitative and Qualitative Disclosures About Market Risk

Applied is exposed to interest rate risk related to its investment portfolio and debt issuances. Applied’s investment portfolio includes fixed-income securities with a fair value of approximately $1.8 billion as of July 26, 2020. These securities are subject to interest rate risk and will decline in value if interest rates increase. Based on Applied’s investment portfolio as of July 26, 2020, an immediate 100 basis point increase in interest rates would result in a decrease in the fair value of the portfolio of approximately $24 million. While an increase in interest rates reduces the fair value of the investment portfolio, Applied will not realize the losses in the consolidated statement of operations unless the individual fixed-income securities are sold prior to recovery or the loss is determined to be other-than-temporary. As of July 26, 2020, the aggregate principal of long-term senior notes issued by Applied was $5.5 billion with an estimated fair value of $6.9 billion. A hypothetical decrease in interest rates of 100 basis points would result in an increase in the fair value of Applied’s long-term senior notes issuances of approximately $858 million as of July 26, 2020.

Certain operations of Applied are conducted in foreign currencies, such as Japanese yen, euro, Israeli shekel and Taiwanese dollar. Applied enters into currency forward exchange and option contracts to hedge a portion of, but not all, existing and anticipated foreign currency denominated transactions generally expected to occur within the next 24 months. Gains and losses on these contracts are generally recognized in income at the time that the related transactions being hedged are recognized. Because the effect of movements in currency exchange rates on currency forward exchange and option contracts generally offsets the related effect on the underlying items being hedged, these financial instruments are not expected to subject Applied to risks that would otherwise result from changes in currency exchange rates. Applied does not use derivative financial instruments for trading or speculative purposes.

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, management of Applied conducted an evaluation, under the supervision and with the participation of Applied’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of Applied’s disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the Exchange Act). Based upon that evaluation, Applied’s Chief Executive Officer and Chief Financial Officer concluded that Applied’s disclosure controls and procedures were effective as of the end of the period covered by this report in ensuring that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by Applied in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Due to the COVID-19 pandemic, portions of Applied’s employees worldwide are working remotely, with some of them under shelter-in-place orders and other restrictions. Business continuity plans are in effect in order to mitigate potential impact on Applied’s control environment and its operating and disclosure controls and procedures. The design of business continuity plans, which include remote access to secure data when needed, allow for remote and reliable execution of Applied’s operating and disclosure controls and procedures.

Applied evaluated the impact of the COVID-19 pandemic on its internal control over financial reporting. During the third quarter of fiscal 2020, there were no changes in the internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, that materially affected, or are reasonably likely to materially affect, Applied’s internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

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PART II. OTHER INFORMATION

Item 1.      Legal Proceedings

The information set forth under “Legal Matters” in Note 15 in Notes to Consolidated Condensed Financial Statements is incorporated herein by reference.

 

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Item 1A:      Risk Factors

The risk factors set forth below include any material changes to, and supersede the description of, the risk factors disclosed in Part I, Item 1A of Applied’s 2019 Form 10-K. These factors could materially and adversely affect Applied’s business, financial condition or results of operations and cause reputational harm, and should be carefully considered in evaluating the Company and its business, in addition to other information presented elsewhere in this report. Many of the risk factors described below may be exacerbated by the COVID-19 pandemic and global measures taken in response thereto and any worsening of the global business and economic conditions as a result.

The COVID-19 pandemic and global measures taken in response thereto have adversely impacted, and may continue to adversely impact, Applied’s operations and financial results.

The COVID-19 pandemic and measures taken in response by governments and businesses worldwide to contain its spread, including quarantines, facility closures, travel and logistics restrictions, border controls, and shelter in place or stay at home and social distancing orders, have adversely impacted and may further adversely impact Applied’s supply chain, manufacturing, logistics, workforce and operations in Asia and other parts of the world, and the operations of Applied’s customers, suppliers and partners in California, Malaysia and other parts of the world. There is considerable uncertainty regarding the duration, scope and severity of the pandemic and the impacts on our business and the global economy from the effects of the pandemic and response measures. While Applied continues to see progress in the recovery within its supply chain, travel and logistics restrictions, shelter-in-place orders and other measures, including working remotely, social distancing and other policies implemented in foreign and domestic sites to protect the health and safety of employees, have resulted in, and are expected to continue to result in, transportation disruptions (such as reduced availability of air transport, port closures, and increased border controls or closures), production delays and capacity limitations at Applied and some of its customers, suppliers and partners, as well as reduced workforce availability and loss of employee productivity at Applied and customer sites. There can be no assurance that Applied or its suppliers will be able to maintain manufacturing operations at current levels. In addition, the pandemic and the impact of the foregoing measures in various forms and in varying degrees have had, and may continue to have a significant impact on the global economic activity and could also result in reduced demand for our products, delayed deliveries, cancelled orders or increase in logistics and operating costs, and materially adversely affect Applied’s business, financial condition and results of operations.

The degree to which the pandemic ultimately impacts Applied’s financial condition and results of operations and the global economy will depend on future developments beyond our control, which are highly uncertain and difficult to predict, including the severity and duration of the pandemic, the extent and effectiveness of containment actions, availability of effective vaccines against COVID-19, effectiveness of government stimulus programs, resurgence of COVID-19, how quickly and to what extent normal economic and operating activity can resume, and the severity and duration of the global economic downturn that results from the pandemic.

The industries that Applied serves can be volatile and difficult to predict.

As a supplier to the global semiconductor and display and related industries, Applied is subject to variable industry conditions, since demand for manufacturing equipment and services can change depending on several factors, including the nature and timing of technology inflections and advances in fabrication processes, the timing and requirements of new and emerging technologies and market drivers, production capacity relative to demand for chips and display technologies, end-user demand, customers’ capacity utilization, production volumes, access to affordable capital, consumer buying patterns and general economic conditions. Applied’s industries historically have been cyclical, and are subject to volatility and sudden changes in customer requirements for new manufacturing capacity and advanced technology. These changes can affect the timing and amounts of customer investments in technology and manufacturing equipment and can have a significant impact on Applied’s net sales, operating expenses, gross margins and net income. The amount and mix of capital equipment spending between different products and technologies can have a significant impact on the Company’s results of operations.

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To meet rapidly changing demand in the industries it serves, Applied must accurately forecast demand and effectively manage its resources and production capacity across its businesses, and may incur unexpected or additional costs to align its business operations. During periods of increasing demand for its products, Applied must have sufficient manufacturing capacity and inventory to meet customer demand; effectively manage its supply chain; attract, retain and motivate a sufficient number of qualified employees; and continue to control costs. During periods of decreasing demand, Applied must reduce costs and align its cost structure with prevailing market conditions; effectively manage its supply chain; and motivate and retain key employees. If Applied does not effectively manage these challenges during periods of changing demand, including as a result of the COVID-19 pandemic and its effects, its business performance and results of operations may be adversely impacted. Even with effective allocation of resources and management of costs, during periods of decreasing demand, Applied’s gross margins and earnings may be adversely impacted.

Applied is exposed to the risks of operating a global business.

Applied has product development, engineering, manufacturing, sales and other operations distributed throughout many countries, and some of its business activities are concentrated in certain geographic areas. Moreover, in the three months ended July 26, 2020, approximately 91 percent of Applied’s net sales were to customers in regions outside the United States. As a result of the global nature of its operations, Applied’s business performance and results of operations may be adversely affected by a number of factors, including:

•uncertain global economic and political business conditions and demands;

•political and social attitudes, laws, rules, regulations and policies within countries that favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors;

•direct and indirect global trade issues and changes in and uncertainties with respect to trade policies (including the impact of the rules published by the U.S. Department of Commerce on April 28, 2020 and August 17, 2020 relating to certain export license requirements and the ability to obtain required import and export licenses), trade sanctions, tariffs, and international trade disputes;

•customer- or government-supported efforts to influence Applied to conduct more of its operations and sourcing in a particular country, such as Korea and China;

•variations among, and changes in, local, regional, national or international laws and regulations, including contract, intellectual property, cybersecurity, data privacy, labor, tax, and import/export laws, and the interpretation and application of such laws and regulations;

•ineffective or inadequate legal protection of intellectual property rights in certain countries;

•positions taken by governmental agencies regarding possible national commercial and/or security issues posed by international business operations;

•fluctuating raw material, commodity, energy and shipping costs;

•delays or restrictions in shipping materials or finished products between and within countries;

•geographically diverse operations and projects, and our ability to maintain appropriate business processes, procedures and internal controls, and comply with environmental, health and safety, anti-corruption and other regulatory requirements;

•supply chain interruptions, and service interruptions from utilities, transportation, data hosting or telecommunications providers, or other events beyond our control;

•failure to effectively manage a diverse workforce with different experience levels, languages, cultures, customs, business practices and worker expectations, and differing employment practices and labor issues;

•variations in the ability to develop relationships with local customers, suppliers and governments;

•fluctuations in interest rates and currency exchange rates, including the relative strength or weakness of the U.S. dollar against the Japanese yen, Israeli shekel, euro, Taiwanese dollar, Singapore dollar, Chinese yuan or Korean won;

•the need to provide sufficient levels of technical support in different locations around the world;

•performance of third party providers of outsourced functions, including certain engineering, software development, manufacturing, information technology and other activities;

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•political instability, natural disasters, regional or global health epidemics, social unrest, terrorism or acts of war in locations where Applied has operations, suppliers or sales, or that may influence the value chain of the industries that Applied serves;

•challenges in hiring and integration of an increasing number of workers in new countries;

•the increasing need for a mobile workforce to work in or travel to different regions; and

•uncertainties with respect to economic growth rates in various countries, including for the manufacture and sale of semiconductors and displays in the developing economies of certain countries.

As more fully discussed in the risk factor “The COVID-19 pandemic and global measures taken in response thereto have adversely impacted, and may continue to adversely impact, Applied’s operations and financial results” above, the COVID-19 pandemic and measures taken in response by governments and businesses worldwide to contain its spread, including quarantines, facility closures, travel and logistics restrictions, border controls, and shelter in place or stay at home and social distancing orders, have adversely impacted and may further adversely impact Applied’s supply chain, manufacturing, logistics, workforce and operations in Asia and other parts of the world, and the operations of Applied’s customers, suppliers and partners in California, Malaysia and other parts of the world.

International trade disputes could result in increases in tariffs and other trade restrictions and protectionist measures that could have an adverse impact on our operations.

We sell a significant majority of our products into countries outside of the United States including China, Taiwan, Japan and Korea. We also purchase a significant portion of equipment and supplies from suppliers outside of the United States. There is inherent risk, based on the complex relationships among China, Taiwan, Japan, Korea and the United States, that political, diplomatic and national security influences might lead to trade disputes, impacts and/or disruptions, in particular, with respect to those affecting the semiconductor industry. The United States and other countries have imposed and may continue to impose trade restrictions, and have also levied tariffs and taxes on certain goods. Increases in tariffs, additional taxes or other trade restrictions and retaliatory measures may increasingly impact end-user demand and customer investment in manufacturing equipment, increase our manufacturing costs, decrease margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial condition.

Certain international sales depend on our ability to obtain export licenses, and our inability to obtain such licenses could potentially limit our markets and impact our business. For example, on April 28, 2020, the U.S. Department of Commerce published rules that expand export license requirements for U.S. companies that sell certain products to entities in China whose actions or functions are intended to support military end uses. The U.S. Department of Commerce also eliminated certain export license exceptions that applied to exports of certain items to China. These new trade restrictions went into effect on June 29, 2020 and require us to apply for additional export licenses for certain of our products sold to certain customers in China. Obtaining export licenses may be difficult, costly and time-consuming, and our inability to obtain such licenses could limit our markets in China and adversely affect our results of operations. The implementation, interpretation and impact on our business of these rules are uncertain, and these rules and other regulatory changes that have occurred and may occur in the future could materially and adversely affect our results of operations. Additionally, on August 17, 2020, the U.S. Department of Commerce published a final rule that does not impose additional license requirements for the export of Applied’s products but could require certain of Applied’s customers to obtain licenses for the export of wafers, chipsets and certain related items to Huawei or its affiliates that are the direct product of US-origin semiconductor manufacturing equipment and thus could potentially limit the demand for certain of Applied’s products from such customers.

In addition, government authorities may impose conditions that require the use of local suppliers or partnerships with local companies, require the license or other transfer of intellectual property, or engage in other efforts to promote local businesses and local competitors, which could have a significant adverse impact on Applied’s business. Many of these challenges are present in China and Korea, markets that represent a significant portion of Applied’s current business as well as long-term growth opportunities.

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Applied is exposed to risks associated with an uncertain global economy.

Uncertain global economic and business conditions, along with uncertainties and volatility in the financial markets, national debt and fiscal concerns in various regions, pose challenges to the industries in which Applied operates. Markets for semiconductors and displays depend largely on business and consumer spending and demand for electronic products. Economic uncertainty and related factors exacerbate negative trends in business and consumer spending and may cause certain Applied customers to push out, cancel, or refrain from purchasing for equipment or services, which may have an adverse impact on Applied’s revenues, results of operations and financial condition. Uncertain market conditions, difficulties in obtaining capital, or reduced profitability may also cause some customers to scale back operations, exit businesses, merge with other manufacturers, or file for bankruptcy protection and potentially cease operations, which can also result in lower sales, additional inventory or bad debt expense for Applied. Economic and industry uncertainty may similarly affect suppliers, which could impair their ability to deliver parts and negatively affect Applied’s ability to manage operations and deliver its products. These conditions may also lead to consolidation or strategic alliances among other equipment manufacturers, which could adversely affect Applied’s ability to compete effectively.

In particular, impacts of the COVID-19 pandemic have resulted in increased volatility in global financial markets, increases in levels of unemployment, and economic uncertainty, and may lead to significant negative impacts on customer spending, demand for our products, the ability of our customers to pay, our financial condition and the financial condition of our suppliers.

Uncertain economic and industry conditions also make it more challenging for Applied to forecast its operating results, make business decisions, and identify and prioritize the risks that may affect its businesses, sources and uses of cash, financial condition and results of operations. If Applied does not appropriately manage its business operations in response to changing economic and industry conditions, it could have a significant negative impact on its business performance and financial condition. Applied may be required to implement additional cost reduction efforts, including restructuring activities, which may adversely affect Applied’s ability to capitalize on opportunities. Even during periods of economic uncertainty or lower revenues, Applied must continue to invest in research and development and maintain a global business infrastructure to compete effectively and support its customers, which can have a negative impact on its operating margins and earnings.

Applied maintains an investment portfolio that is subject to general credit, liquidity, market and interest rate risks. The risks to Applied’s investment portfolio may be exacerbated if financial market conditions deteriorate (including from impacts of the COVID-19 pandemic) and, as a result, the value and liquidity of the investment portfolio, as well as returns on pension assets, could be negatively impacted and lead to impairment charges. Applied also maintains cash balances in various bank accounts globally in order to fund normal operations. If any of these financial institutions becomes insolvent, it could limit Applied’s ability to access cash in the affected accounts, which could affect its ability to manage its operations.

Applied is exposed to risks associated with a highly concentrated customer base.

Applied’s customer base is highly concentrated, and has become increasingly so as a result of continued consolidation. Applied’s customer base is also geographically concentrated, particularly in China, Taiwan and Korea. A relatively limited number of manufacturers account for a substantial portion of Applied’s business. As a result, the actions of even a single customer can expose Applied’s business and results of operations to greater volatility. The mix and type of customers, and sales to any single customer, including as a result of changes in government policy, have varied and may vary significantly from quarter to quarter and from year to year, and have a significant impact on Applied’s net sales, gross margins and net income. Applied’s products are configured to customer specifications, and changing, rescheduling or canceling orders may result in significant, non-recoverable costs. If customers do not place orders, or they substantially reduce, delay or cancel orders, Applied may not be able to replace the business, which may have a significant adverse impact on its results of operations and financial condition. The concentration of Applied’s customer base increases its risks related to the financial condition of its customers, and the deterioration in financial condition of a single customer or the failure of a single customer to perform its obligations could have a material adverse effect on Applied’s results of operations and cash flow. To the extent its customers experience liquidity constraints, Applied may incur additional bad debt expense, which may have a significant impact on its results of operations. Major customers may also seek pricing, payment, intellectual property-related, or other commercial terms that are less favorable to Applied, which may have a negative impact on Applied’s business, cash flow, revenue and gross margins.

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Applied is exposed to risks as a result of ongoing changes in the various industries in which it operates.

The global semiconductor, display and related industries in which Applied operates are characterized by ongoing changes affecting some or all of these industries that impact demand for and the profitability of Applied’s products and its consolidated results of operations, including:

•the nature, timing and degree of visibility of changes in end demand for electronic products, including those related to fluctuations in consumer buying patterns tied to seasonality or the introduction of new products, and the effects of these changes on customers’ businesses and on demand for Applied’s products;

•increasing capital requirements for building and operating new fabrication plants and customers’ ability to raise the necessary capital;

•trade, regulatory or tax policies impacting the timing of customers’ investment in new or expanded fabrication plants;

•differences in growth rates among the semiconductor, display and other industries in which Applied operates;

•the increasing importance of establishing, improving and maintaining strong relationships with customers;

•the increasing cost and complexity for customers to move from product design to volume manufacturing, which may slow the adoption rate of new manufacturing technology;

•the need for customers to continually reduce the total cost of manufacturing system ownership;

•the heightened importance to customers of system reliability and productivity and the effect on demand for fabrication systems as a result of their increasing productivity, device yield and reliability;

•manufacturers’ ability to reconfigure and re-use fabrication systems which can reduce demand for new equipment;

•the increasing importance of, and difficulties in, developing products with sufficient differentiation to influence customers’ purchasing decisions;

•requirements for shorter cycle times for the development, manufacture and installation of manufacturing equipment;

•price and performance trends for semiconductor devices and displays, and the corresponding effect on demand for such products;

•the increasing importance of the availability of spare parts to maximize the time that customers’ systems are available for production;

•the increasing role for and complexity of software in Applied products; and

•the increasing focus on reducing energy usage and improving the environmental impact and sustainability associated with manufacturing operations.

Applied is exposed to risks as a result of ongoing changes specific to the semiconductor industry.

The largest proportion of Applied’s consolidated net sales and profitability is derived from sales of manufacturing equipment in the Semiconductor Systems segment to the global semiconductor industry. In addition, a majority of the revenues of Applied Global Services is from sales to semiconductor manufacturers. The semiconductor industry is characterized by ongoing changes particular to this industry that impact demand for and the profitability of Applied’s semiconductor manufacturing equipment and service products, including:

•the increasing frequency and complexity of technology transitions and inflections, and Applied’s ability to timely and effectively anticipate and adapt to these changes;

•the increasing cost of research and development due to many factors, including shrinking geometries, the use of new materials, new and more complex device structures, more applications and process steps, increasing chip design costs, and the increasing cost and complexity of integrated manufacturing processes;

•the need to reduce product development time, despite the increasing difficulty of technical challenges;

•the growing number of types and varieties of semiconductors and number of applications across multiple substrate sizes;

•the increasing cost and complexity for semiconductor manufacturers to move more technically advanced capability and smaller geometries to volume manufacturing, and the resulting impact on the rates of technology transition and investment in capital equipment;

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•challenges in generating organic growth given semiconductor manufacturers’ levels of capital expenditures and the allocation of capital investment to market segments that Applied does not serve, such as lithography, or segments where Applied’s products have lower relative market presence;

•the importance of increasing market positions in segments with growing demand;

•semiconductor manufacturer’s ability to reconfigure and re-use equipment, and the resulting effect on their need to purchase new equipment and services;

•shorter cycle times between order placements by customers and product shipment require greater reliance on forecasting of customer investment, which may lead to inventory write-offs and manufacturing inefficiencies that decrease gross margin;

•competitive factors that make it difficult to enhance position, including challenges in securing development-tool-of-record (DTOR) and production-tool-of-record (PTOR) positions with customers;

•consolidation in the semiconductor industry, including among semiconductor manufacturers and among manufacturing equipment suppliers;

•shifts in sourcing strategies by computer and electronics companies, and manufacturing processes for advanced circuit technologies, that impact the equipment requirements of Applied’s foundry customers;

•the concentration of new wafer starts in Korea and Taiwan, where Applied’s service penetration and service-revenue-per-wafer-start have been lower than in other regions;

•investment in semiconductor manufacturing capabilities in China, which may be affected by changes in economic conditions and governmental policies in China and the United States;

•the increasing fragmentation of semiconductor markets, leading certain markets to become too small to support the cost of a new fabrication plant, while others require less technologically advanced products; and

•the growing importance of specialty markets (such as Internet of Things, communications, automotive, power and sensors) that use mature process technologies and have a low barrier to entry.

If Applied does not accurately forecast, and allocate appropriate resources and investment towards addressing, key technology changes and inflections, successfully develop and commercialize products to meet demand for new technologies, and effectively address industry trends, its business and results of operations may be adversely impacted.

Applied is exposed to risks as a result of ongoing changes specific to the display industry.

The global display industry historically has experienced considerable volatility in capital equipment investment levels, due in part to the limited number of display manufacturers, the concentrated nature of end-use applications, production capacity relative to end-use demand, and panel manufacturer profitability. Industry growth depends primarily on consumer demand for increasingly larger and more advanced TVs, and on demand for advanced smartphones and mobile device displays, which demand is highly sensitive to cost and improvements in technologies and features. The display industry is characterized by ongoing changes particular to this industry that impact demand for and the profitability of Applied’s display products and services, including:

•the importance of new types of display technologies, such as organic light-emitting diode (OLED), low temperature polysilicon (LTPS) and metal oxide transistor backplanes, flexible displays, and new touch panel films;

•the increasing cost of research and development, and complexity of technology transitions and inflections, and Applied’s ability to timely and effectively anticipate and adapt to these changes;

•the timing and extent of an expansion of manufacturing facilities in China, which may be affected by changes in local economic conditions and governmental policies in China, Korea, Japan and the United States;

•the importance of increasing market positions in products and technologies with growing demand;

•the rate of transition to larger substrate sizes for TVs and to new display technologies for TVs and mobile applications, and the resulting effect on capital intensity in the industry and on Applied’s product differentiation, gross margin and return on investment; and

•fluctuations in customer spending quarter over quarter and year over year for display manufacturing equipment, concentration of display manufacturer customers and their ability to successfully commercialize new products and technologies, and uncertainty with respect to future display technology end-use applications and growth drivers.

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If Applied does not successfully develop and commercialize products to meet demand for new and emerging display technologies, or if industry demand for display manufacturing equipment and technologies slows, Applied’s business and its results of operations may be adversely impacted.

The industries in which Applied operates are highly competitive and subject to rapid technological and market changes.

Applied operates in a highly competitive environment in which innovation is critical, and its future success depends on many factors, including the development of new technologies and effective commercialization and customer acceptance of its equipment, services and related products, and its ability to increase its position in its current markets, expand into adjacent and new markets, and optimize operational performance. The development, introduction and support of a broadening set of products in a geographically diverse and competitive environment, and that may require greater collaboration with customers and other industry participants, have grown more complex and expensive over time. Furthermore, new or improved products may entail higher costs and lower profits and may have unforeseen product design or manufacturing defects. To compete successfully, Applied must:

•identify and address technology inflections, market changes, competitor innovations, new applications, customer requirements and end-use demand in a timely and effective manner;

•develop new products and disruptive technologies, improve and develop new applications for existing products, and adapt products for use by customers in different applications and markets with varying technical requirements;

•differentiate its products from those of competitors, meet customers’ performance specifications, appropriately price products, and achieve market acceptance;

•maintain operating flexibility to enable responses to changing markets, applications, customers and customer requirements;

•enhance its worldwide operations across its businesses to reduce cycle time, enable continuous quality improvement, reduce costs, and enhance design for manufacturability and serviceability;

•focus on product development and sales and marketing strategies that address customers’ high value problems and strengthen customer relationships;

•effectively allocate resources between its existing products and markets, the development of new products, and expanding into new and adjacent markets;

•improve the productivity of capital invested in R&D activities;

•accurately forecast demand, work with suppliers and meet production schedules for its products;

•improve its manufacturing processes and achieve cost efficiencies across product offerings;

•adapt to changes in value offered by companies in different parts of the supply chain;

•qualify products for evaluation and volume manufacturing with its customers; and

•implement changes in its design engineering methodology to reduce material costs and cycle time, increase commonality of platforms and types of parts used in different systems, and improve product life cycle management.

If Applied does not successfully anticipate technology inflections, develop and commercialize new products and technologies, and respond to changes in customer requirements and market trends, its business performance and results of operations may be adversely impacted.

Applied is exposed to risks associated with business combinations, acquisitions, strategic investments and divestitures.

Applied engages in acquisitions of or investments in companies, technologies or products in existing, related or new markets for Applied. Business combinations, acquisitions and investments, such as the proposed acquisition of Kokusai Electric, involve numerous risks to Applied’s business, financial condition and operating results, including but not limited to:

•inability to complete proposed transactions timely or at all due to the failure to obtain regulatory or other approvals, litigation or other disputes, and any ensuing obligation to pay a termination fee (which, in the case of the stock purchase agreement related to the proposed acquisition of Kokusai Electric, Applied will be obligated to pay in the amount of $154 million if such agreement is terminated under certain circumstances involving the failure to obtain required regulatory approvals);

•diversion of management’s attention and disruption of ongoing businesses;

•the failure to realize expected revenues, gross and operating margins, net income and other returns from acquired businesses;

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•requirements imposed by government regulators in connection with their review of a transaction, which may include, among other things, divestitures and restrictions on the conduct of Applied’s existing business or the acquired business;

•following completion of acquisitions, ineffective integration of businesses, operations, systems, technologies, products or employees, changes in laws or regulations, including tax laws, or other factors, may impact the ability to realize anticipated synergies or other benefits;

•failure to commercialize technologies from acquired businesses or developed through strategic investments;

•dependence on unfamiliar supply chains or relatively small supply partners;

•inability to capitalize on characteristics of new markets that may be significantly different from Applied’s existing markets and where competitors may have stronger market positions and customer relationships;

•failure to retain and motivate key employees of acquired businesses;

•the potential impact of the announcement or consummation of a proposed transaction on relationships with third parties;

•potential changes in Applied’s credit rating, which could adversely impact the Company’s access to and cost of capital;

•reductions in cash balances or increases in debt obligations to finance activities associated with a transaction, which increase interest expense, and reductions in cash balances, which reduce the availability of cash flow for general corporate or other purposes, including share repurchases and dividends;

•exposure to new operational risks, rules, regulations, worker expectations, customs and practices to the extent acquired businesses are located in regions where Applied has not historically conducted business;

•challenges associated with managing new, more diverse and more widespread operations, projects and people;

•inability to obtain and protect intellectual property rights in key technologies;

•inadequacy or ineffectiveness of an acquired company’s internal financial controls, disclosure controls and procedures, cybersecurity, privacy policies and procedures, or environmental, health and safety, anti-corruption, human resource, or other policies or practices;

•impairment of acquired intangible assets and goodwill as a result of changing business conditions, technological advancements or worse-than-expected performance of the segment;

•the risk of litigation or claims associated with a proposed or completed transaction;

•unknown, underestimated or undisclosed commitments or liabilities; and

•the inappropriate scale of acquired entities’ critical resources or facilities for business needs.

Applied also makes strategic investments in other companies, including companies formed as joint ventures, which may decline in value or not meet desired objectives. The success of these investments depends on various factors over which Applied may have limited or no control and, particularly with respect to joint ventures, requires ongoing and effective cooperation with strategic partners. In addition, new legislation, additional regulations or global economic or political conditions may affect or impair our ability to invest in certain countries or require us to obtain regulatory approvals to do so. The risks to Applied’s strategic investment portfolio may be exacerbated by unfavorable financial market and macroeconomic conditions and, as a result, the value of the investment portfolio could be negatively impacted and lead to impairment charges.

Applied continually assesses the strategic fit of its businesses and may from time to time seek to divest portions of its business that are not deemed to fit with its strategic plan. Divestitures involve significant risks and uncertainties, such as ability to sell such businesses on satisfactory price and terms and in a timely manner (including long and costly sales processes and the possibility of lengthy and potentially unsuccessful attempts by a buyer to receive required regulatory approvals), or at all, disruption to other parts of the businesses and distraction of management, allocation of internal resources that would otherwise be devoted to completing strategic acquisitions, loss of key employees or customers, exposure to unanticipated liabilities (including, among other things, those arising from representations and warranties made to a buyer regarding the businesses) or ongoing obligations to support the businesses following such divestitures, and other adverse financial impacts.

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Applied is exposed to risks associated with operating in jurisdictions with complex and changing tax laws.

Applied is subject to income taxes in the United States and foreign jurisdictions. Significant judgment is required to determine and estimate worldwide tax liabilities. Applied’s provision for income taxes and effective tax rates could be affected by numerous factors, including changes in applicable tax laws, interpretations of applicable tax laws, amount and composition of pre-tax income in jurisdictions with differing tax rates, and valuation of deferred tax assets. An increase in Applied’s provision for income taxes and effective tax rate could have a material adverse impact on Applied’s results of operations and financial condition.

Consistent with the international nature of its business, Applied conducts certain manufacturing, supply chain, and other operations in Asia, bringing these activities closer to customers and reducing operating costs. In certain foreign jurisdictions, conditional reduced income tax rates have been granted to Applied. To obtain the benefit of these tax incentives, Applied must meet requirements relating to various activities. Applied’s ability to realize benefits from these incentives could be materially affected if, among other things, applicable requirements are not met or Applied incurs net losses in these jurisdictions.

In addition, Applied is subject to examination by the Internal Revenue Service and other tax authorities, and from time to time amends previously filed tax returns. Applied regularly assesses the likelihood of favorable or unfavorable outcomes resulting from these examinations and amendments to determine the adequacy of its provision for income taxes, which requires estimates and judgments. Although Applied believes its tax estimates are reasonable, there can be no assurance that the tax authorities will agree with such estimates. Applied may have to engage in litigation to achieve the results reflected in the estimates, which may be time-consuming and expensive. There can be no assurance that Applied will be successful or that any final determination will not be materially different from the treatment reflected in Applied’s historical income tax provisions and effective tax rates.

Applied’s indebtedness and debt covenants could adversely affect its financial condition and business.

Applied has $5.5 billion in aggregate principal amount of senior unsecured notes outstanding. Under the indenture governing the senior unsecured notes, it may be required to offer to repurchase the notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, upon a change of control of Applied and a contemporaneous downgrade of the notes below investment grade. Applied also has in place a $1.5 billion revolving credit facility, and a $2.0 billion term loan facility to finance in part its planned acquisition of Kokusai Electric. While no amounts were outstanding under either credit agreement as of July 26, 2020, Applied may borrow amounts in the future under either or both of these agreements. Applied may also enter into new financing arrangements. Applied’s ability to satisfy its debt obligations is dependent upon the results of its business operations and subject to other risks discussed in this section. Significant changes in Applied’s credit rating, disruptions in the global financial markets or changes in the interest rate environment could have a material adverse consequence on Applied’s access to and cost of capital for future financings, and financial condition. If Applied fails to satisfy its debt obligations, or comply with financial and other debt covenants, it may be in default and any borrowings may become immediately due and payable, and such default may also constitute a default under other of Applied’s obligations. There can be no assurance that Applied would have sufficient financial resources or be able to arrange financing to repay any borrowings at such time.

Applied is exposed to risks associated with expanding into new and related markets and industries.

As part of its growth strategy, Applied must successfully expand into related or new markets and industries, either with its existing products or with new products developed internally, or those developed in collaboration with third parties, or obtained through acquisitions. Applied’s ability to successfully expand its business into new and related markets and industries may be adversely affected by a number of factors, including:

•the need to devote additional resources to develop new products for, and operate in, new markets;

•the need to develop new sales and technical marketing strategies, cultivate relationships with new customers and meet different customer service requirements;

•differing rates of profitability and growth among multiple businesses;

•Applied’s ability to anticipate demand, capitalize on opportunities, and avoid or minimize risks;

•the complexity of managing multiple businesses with variations in production planning, execution, supply chain management and logistics;

•the adoption of new business models, business processes and systems;

•the complexity of entering into and effectively managing strategic alliances or partnering opportunities;

•new materials, processes and technologies;

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•the need to attract, motivate and retain employees with skills and expertise in these new areas;

•new and more diverse customers and suppliers, including some with limited operating histories, uncertain or limited funding, evolving business models or locations in regions where Applied does not have, or has limited, operations;

•new or different competitors with potentially more financial or other resources, industry experience and established customer relationships;

•entry into new industries and countries, with differing levels of government involvement, laws and regulations, and business, employment and safety practices;

•third parties’ intellectual property rights; and

•the need to comply with, or work to establish, industry standards and practices.

In addition, Applied from time to time receives funding from United States and other government agencies for certain strategic development programs to increase its research and development resources and address new market opportunities. As a condition to this government funding, Applied is often subject to certain record-keeping, audit, intellectual property rights-sharing and/or other obligations.

Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could affect Applied’s ability to meet customer demand, lead to higher costs, or result in excess or obsolete inventory.

Applied’s business depends on its timely supply of equipment, services and related products that meet the rapidly changing technical and volume requirements of its customers, which depends in part on the timely delivery of parts, including components and subassemblies, from suppliers, including contract manufacturers. The inability to timely obtain sufficient quantities of parts can have an adverse impact on Applied’s manufacturing operations and ability to meet customer demand for equipment, spares and services. Some key parts are subject to long lead-times or obtainable only from a single supplier or limited group of suppliers, and some sourcing or subassembly is provided by suppliers located in countries other than the countries where Applied conducts its manufacturing. Variable industry conditions and the volatility of demand for manufacturing equipment increase capital, technical, operational and other risks for Applied and for companies throughout its supply chain. These conditions may cause some suppliers to scale back operations, exit businesses, merge with other companies, or file for bankruptcy protection and possibly cease operations. Applied may also experience significant interruptions of its manufacturing operations, delays in its ability to deliver products or services, increased costs or customer order cancellations as a result of:

•the failure or inability to accurately forecast demand and obtain sufficient quantities of quality parts on a cost-effective basis;

•volatility in the availability and cost of materials;

•difficulties or delays in obtaining required import or export approvals;

•shipment delays due to transportation interruptions or capacity constraints;

•information technology or infrastructure failures, including those of a third party supplier or service provider; and

•natural disasters or other events beyond Applied’s control (such as earthquakes, utility interruptions, tsunamis, hurricanes, typhoons, floods, storms or extreme weather conditions, fires, regional economic downturns, regional or global health epidemics, including the COVID-19 pandemic, social unrest, political instability, terrorism, or acts of war) in locations where it or its customers or suppliers have manufacturing, research, engineering or other operations.

As more fully discussed in the risk factor “The COVID-19 pandemic and global measures taken in response thereto have adversely impacted, and may continue to adversely impact, Applied’s operations and financial results” above, the COVID-19 pandemic and measures taken in response by governments and businesses worldwide to contain its spread, including quarantines, facility closures, travel and logistics restrictions, border controls, and shelter in place or stay at home and social distancing orders, have adversely impacted and may further adversely impact Applied’s supply chain, manufacturing, logistics, workforce and operations in Asia and other parts of the world, and the operations of Applied’s customers, suppliers and partners in California, Malaysia and other parts of the world.

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If a supplier fails to meet Applied’s requirements concerning quality, cost, protection of intellectual property, socially-responsible business practices, or other performance factors, Applied may transfer its business to alternative sources, which could entail manufacturing delays, additional costs, or other difficulties. If Applied is unable to meet its customers’ demand for a prolonged period due to its inability to obtain certain parts or components, it could affect its ability to manage its operations, and have an adverse impact on Applied’s business, results of operations and customer relationships. In addition, if Applied needs to rapidly increase its business and manufacturing capacity to meet increases in demand or expedited shipment schedules, this may exacerbate any interruptions in Applied’s manufacturing operations and supply chain and the associated effect on Applied’s working capital. Moreover, if actual demand for Applied’s products is different than expected, Applied may purchase more/fewer parts than necessary or incur costs for canceling, postponing or expediting delivery of parts. If Applied purchases inventory in anticipation of customer demand that does not materialize, or if customers reduce or delay orders, Applied may incur excess inventory charges.

The ability to attract, retain and motivate key employees is vital to Applied’s success.

Applied’s success, competitiveness and ability to execute on its global strategies and maintain a culture of innovation depend in large part on its ability to attract, retain and motivate employees with key skills and experience. Achieving this objective may be difficult due to many factors, including fluctuations in global economic and industry conditions, management changes, Applied’s organizational structure, increasing global competition for talent, the availability of qualified employees in the local and global markets, cost reduction activities (including workforce reductions and unpaid shutdowns), availability of career development opportunities, the ability to obtain necessary authorizations for workers to provide services outside their home countries, and the attractiveness of Applied’s compensation and benefit programs, including its share-based programs. The loss or retirement of employees presents particular challenges to the extent they involve the departure of knowledgeable and experienced employees and the resulting need to identify and train existing or new workers to perform necessary functions, which may result in unexpected costs, reduced productivity, and/or difficulties with respect to internal processes and controls.

Applied is exposed to various risks related to protection and enforcement of intellectual property rights.

Applied’s success depends in significant part on the protection of its patents, trade secrets, copyrights and other intellectual property rights. Infringement of Applied’s rights by a third party, such as the unauthorized manufacture or sale of equipment or spare parts, could result in uncompensated lost market and revenue opportunities for Applied. Policing any unauthorized use of intellectual property is difficult and costly and Applied cannot be certain that the measures it has implemented will prevent misuse. Applied’s ability to enforce its intellectual property rights is subject to litigation risks, as well as uncertainty as to the protection and enforceability of those rights in some countries. If Applied seeks to enforce its intellectual property rights, it may be subject to claims that those rights are invalid or unenforceable, and others may seek counterclaims against Applied, which could have a negative impact on its business. If Applied is unable to enforce and protect intellectual property rights, or if they are circumvented, invalidated, rendered obsolete by the rapid pace of technological change, it could have an adverse impact on its competitive position and business. In addition, changes in intellectual property laws or their interpretation may impact Applied’s ability to protect and assert its intellectual property rights, increase costs and uncertainties in the prosecution of patent applications and enforcement or defense of issued patents, and diminish the value of Applied’s intellectual property.

Third parties may also assert claims against Applied and its products. Claims that Applied’s products infringe the rights of others, whether or not meritorious, can be expensive and time-consuming to defend and resolve, and may divert the efforts and attention of management and personnel. The inability to obtain rights to use third party intellectual property on commercially reasonable terms could have an adverse impact on Applied’s business. In addition, Applied may face claims based on the theft or unauthorized use or disclosure of third-party trade secrets and other confidential business information. Any such incidents and claims could severely harm Applied’s business and reputation, result in significant expenses, harm its competitive position, and prevent Applied from selling certain products, all of which could have a significant adverse impact on Applied’s business and results of operations.

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Applied is exposed to risks related to cybersecurity threats and incidents.

In the conduct of its business, Applied collects, uses, transmits and stores data on information technology systems, including systems owned and maintained by Applied or third party providers. These data include confidential information and intellectual property belonging to Applied or its customers or other business partners, as well as personally-identifiable information of individuals. All information systems are subject to disruption, breach or failure. Applied has experienced, and expects to continue to be subject to, cybersecurity threats and incidents ranging from employee error or misuse to individual attempts to gain unauthorized access to these information systems, to sophisticated and targeted measures known as advanced persistent threats, none of which have been material to the Company to date. Applied devotes significant resources to network security, data encryption and other measures to protect its systems and data from unauthorized access or misuse. However, depending on their nature and scope, cybersecurity incidents could result in business disruption; the misappropriation of intellectual property, and corruption or loss of confidential information and critical data (Applied’s and that of third parties); reputational damage; litigation with third parties; diminution in the value of Applied’s investment in research, development and engineering; data privacy issues; and increased cybersecurity protection and remediation costs. Compliance with, and changes to, laws and regulations concerning privacy and information security could result in significant expense, and any failure to comply could result in proceedings against Applied by regulatory authorities or other third parties.

Applied is exposed to various risks related to legal proceedings.

Applied from time to time is, and in the future may be involved in legal proceedings or claims regarding patent infringement, intellectual property rights, antitrust, environmental regulations, securities, contracts, product performance, product liability, unfair competition, misappropriation of trade secrets, employment, workplace safety, and other matters. Applied also on occasion receives notification from customers who believe that Applied owes them indemnification, product warranty or has other obligations related to claims made against such customers by third parties.

Legal proceedings and claims, whether with or without merit, and associated internal investigations, may be time-consuming and expensive to prosecute, defend or conduct; divert management’s attention and other Applied resources; inhibit Applied’s ability to sell its products; result in adverse judgments for damages, injunctive relief, penalties and fines; and negatively affect Applied’s business. There can be no assurance regarding the outcome of current or future legal proceedings, claims or investigations.

The failure to successfully implement enterprise resource planning and other information systems changes could adversely impact Applied’s business and results of operations.

Applied periodically implements new or enhanced enterprise resource planning and related information systems in order to better manage its business operations, align its global organizations and enable future growth. Implementation of new business processes and information systems requires the commitment of significant personnel, training and financial resources, and entails risks to Applied’s business operations. If Applied does not successfully implement enterprise resource planning and related information systems improvements, or if there are delays or difficulties in implementing these systems, Applied may not realize anticipated productivity improvements or cost efficiencies, and may experience interruptions in service and operational difficulties, such as its ability to track orders, timely manufacture and ship products, project inventory requirements, effectively manage its supply chain and allocate human resources, aggregate financial data and report operating results, and otherwise effectively manage its business, all of which could result in quality issues, reputational harm, lost market and revenue opportunities, and otherwise adversely affect Applied’s business, financial condition and results of operations.

Applied may incur impairment charges related to goodwill or long-lived assets.

Applied has a significant amount of goodwill and other acquired intangible assets related to acquisitions. 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 more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The review compares the fair value for each of Applied’s reporting units to its associated carrying value, including goodwill. Factors that could lead to impairment of goodwill and intangible assets include adverse industry or economic trends, reduced estimates of future cash flows, declines in the market price of Applied common stock, changes in Applied’s strategies or product portfolio, and restructuring activities. Applied’s valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and projections of future operating performance. Applied may be required to record future charges to earnings during the period in which an impairment of goodwill or intangible assets is determined to exist.

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Applied is subject to risks associated with environmental, health and safety regulations.

Applied is subject to environmental, health and safety regulations in connection with its global business operations, including but not limited to: regulations related to the development, manufacture, shipping and use of its products; handling, discharge, recycling and disposal of hazardous materials used in its products or in producing its products; the operation of its facilities; and the use of its real property. The failure or inability to comply with existing or future environmental and safety regulations could result in: significant remediation or other legal liabilities; the imposition of penalties and fines; restrictions on the development, manufacture, sale, shipping or use of certain of its products; limitations on the operation of its facilities or ability to use its real property; and a decrease in the value of its real property. Applied could be required to alter its manufacturing and operations and incur substantial expense in order to comply with environmental, health and safety regulations. Any failure to comply with these regulations could subject Applied to significant costs and liabilities that could adversely affect Applied’s business, financial condition and results of operations.

Applied is exposed to various risks related to the global regulatory environment.

As a public company with global operations, Applied is subject to the laws of the United States and multiple foreign jurisdictions and the rules and regulations of various governing bodies, which may differ among jurisdictions, including those related to financial and other disclosures, accounting standards, corporate governance, intellectual property, tax, trade, antitrust, employment, immigration and travel regulations, privacy, and anti-corruption. Changing, inconsistent or conflicting laws, rules and regulations, and ambiguities in their interpretation and application create uncertainty and challenges, and compliance with laws, rules and regulations may be onerous and expensive, divert management time and attention from revenue-generating activities, and otherwise adversely impact Applied’s business operations. Violations of law, rules and regulations could result in fines, criminal sanctions, restrictions on Applied’s business, and damage to its reputation, and could have an adverse impact on its business operations, financial condition and results of operations. 

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Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities

The following table provides information as of July 26, 2020 with respect to the shares of common stock repurchased by Applied during the third quarter of fiscal 2020 pursuant to a publicly announced stock repurchase program approved by the Board of Directors in February 2018, which authorized up to an aggregate of $6.0 billion in repurchases.

Period			Total Number  of Shares Purchased						Average Price Paid per Share						Aggregate Price  Paid						Total Number of Shares Purchased as Part of Publicly Announced Program						Maximum Dollar Value of Shares That May Yet be Purchased Under the Program
			(In millions, except per share amounts)
Month #1
(April 27, 2020 to May 24, 2020)			0.3						$	55.33					$	20					0.3						$	1,505
Month #2
(May 25, 2020 to June 21, 2020)			1.4						$	57.76					80						1.4						$	1,425
Month #3
(June 22, 2020 to July 26, 2020)			1.6						$	61.74					100						1.6						$	1,325
Total			3.3						$	59.41					$	200					3.3

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6.    Exhibits

Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K:

Incorporated by Reference

Exhibit No.

Description

Form

File No.

Exhibit No.

Filing Date

4.1

Fourth Supplemental Indenture dated May 29, 2020, by and between Applied Materials, Inc. and U.S. Bank National Association

8-K

000-06920

4.1

05/29/2020

10.1

Separation Agreement and Release, dated as of July 3, 2020 by and between Steve Ghanayem and Applied Materials, Inc.

8-K

000-06920

10.1

07/09/2020

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002‡

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002‡

101.SCH

Inline XBRL Taxonomy Extension Schema Document‡

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document‡

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document‡

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document‡

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document‡

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

† Filed herewith.

‡  Furnished herewith.

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SIGNATURES

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 thereunto duly authorized.

 

APPLIED MATERIALS, INC.
By:			/s/    DANIEL J. DURN
			Daniel J. Durn Senior Vice President, Chief Financial Officer (Principal Financial Officer)

August 20, 2020

By:			/s/    CHARLES W. READ
			Charles W. Read Corporate Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

August 20, 2020

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