Obligation Applied Technologies 5.85% ( US038222AG04 ) en USD

Applied Technologies

104.084 % ▲

Etas-Unis

US038222AG04 ( en USD )

5.85% par an ( paiement semestriel )

14/06/2041

Prospectus brochure de l'obligation Applied Materials US038222AG04 en USD 5.85%, échéance 14/06/2041

1 000 USD

600 000 000 USD

038222AG0

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

15/12/2025 ( Dans 165 jours )

Applied Materials est un leader mondial dans la fabrication d'équipements et de matériaux pour la fabrication de semi-conducteurs, d'écrans plats et de produits solaires.

L'Obligation émise par Applied Technologies ( Etas-Unis ) , en USD, avec le code ISIN US038222AG04, paye un coupon de 5.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2041

L'Obligation émise par Applied Technologies ( Etas-Unis ) , en USD, avec le code ISIN US038222AG04, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Applied Technologies ( Etas-Unis ) , en USD, avec le code ISIN US038222AG04, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Filed pursuant to Rule 424(b)(5)
Page 1 of 90
424B5 1 d424b5.htm FILED PURSUANT TO RULE 424(B)(5)
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-174636
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering
Aggregate
Amount of
Securities Offered
Registered
Price Per Unit
Offering Price Registration Fee(1)
2.650% Senior Notes due 2016
$400,000,000
99.925%
$399,700,000
$46,405.17
4.300% Senior Notes due 2021
$750,000,000
99.789%
$748,417,500
$86,891.27
5.850% Senior Notes due 2041
$600,000,000
99.592%
$597,552,000
$69,375.79

(1) The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011

Filed pursuant to Rule 424(b)(5)
Page 2 of 90
Table of Contents
Prospectus supplement
(to prospectus dated June 1, 2011)

Applied Materials, Inc.
$400,000,000 2.650% Senior Notes due June 15, 2016
$750,000,000 4.300% Senior Notes due June 15, 2021
$600,000,000 5.850% Senior Notes due June 15, 2041
Interest on the notes will be payable semi-annually on June 15 and December 15 of each year, beginning on
December 15, 2011. The 2.650% Senior Notes due 2016 will mature on June 15, 2016, the 4.300% Senior Notes
due 2021 will mature on June 15, 2021 and the 5.850% Senior Notes due 2041 will mature on June 15, 2041. We
refer to the 2.650% Senior Notes due 2016 as the 2016 notes, to the 4.300% Senior Notes due 2021 as the 2021
notes, to the 5.850% Senior Notes due 2041 as the 2041 notes, and to the 2016 notes, the 2021 notes and the
2041 notes collectively as the notes.
Applied Materials, Inc. may redeem the notes in whole or in part at any time prior to their maturity at the redemption
prices described in this prospectus supplement.
The notes are being offered globally for sale in jurisdictions where it is lawful to make such offers and sales.

Per 2016
Per 2021
Per 2041

Note
Total
Note
Total
Note
Total
Public Offering Price
99.925% $399,700,000 99.789% $748,417,500 99.592% $597,552,000
Underwriting Discount
0.350% $ 1,400,000 0.450% $ 3,375,000 0.875% $ 5,250,000
Proceeds to Applied Materials, Inc. (before expenses)
99.575% $398,300,000 99.339% $745,042,500 98.717% $592,302,000
Interest will accrue from June 8, 2011 to the date of delivery.
Investing in the notes involves risks. See "Risk factors" beginning on page S-9.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
We expect to deliver the notes to investors in registered book-entry form only through the facilities of The
Depository Trust Company ("DTC"), Clearstream Banking, société anonyme ("Clearstream Luxembourg"), and
Euroclear Bank, S.A./N.V., as operator of the Euroclear System ("Euroclear"), on or about June 8, 2011.
Joint Book-Running Managers
Citi
J.P. Morgan
Mitsubishi UFJ Securities
Morgan Stanley
Co-Managers

BNP PARIBAS

Goldman, Sachs & Co.
BNY Mellon Capital Markets, LLC

KeyBanc Capital Markets
Mizuho Securities USA Inc.

US Bancorp
Wells Fargo Securities
June 1, 2011

http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011

Filed pursuant to Rule 424(b)(5)
Page 3 of 90
Table of Contents
Table of contents
Prospectus supplement

About this prospectus supplement

S-ii
Special note about forward-looking statements

S-iii
Summary

S-1
Risk factors

S-9
Ratio of earnings to fixed charges

S-14
Use of proceeds

S-15
Capitalization

S-16
Unaudited pro forma condensed consolidated financial information

S-17
Description of notes

S-27
Certain material U.S. federal income tax considerations

S-39
Underwriting

S-44
Legal matters

S-48
Experts

S-48
Where you can find more information and incorporation by reference

S-49

Prospectus

About this Prospectus

1
Where You Can Find More Information

2
Incorporation by Reference

2
Forward-looking Statements

3
Our Business

4
Use of Proceeds

6
Description of Debt Securities

7
Description of Capital Stock

20
Description of Depositary Shares

23
Description of Purchase Contracts and Purchase Units

26
Description of Warrants

27
Forms of Securities

28
Plan of Distribution

30
Legal Matters

32
Experts

32

S-i
http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011

Filed pursuant to Rule 424(b)(5)
Page 4 of 90
Table of Contents
About this prospectus supplement
This document consists of two parts. The first part is the prospectus supplement, which describes the specific
terms of this offering. The second part is the prospectus which describes more general information, some of which
may not apply to this offering. You should read both this prospectus supplement and the accompanying
prospectus, together with the additional information described under the heading "Where you can find more
information and incorporation by reference" on page S-49.
In this prospectus supplement, except as otherwise indicated or unless the context otherwise requires, "Applied",
"the company", "we", "us" and "our" refer to Applied Materials, Inc. and its consolidated subsidiaries. If the
information set forth in this prospectus supplement differs in any way from the information set forth in the
accompanying prospectus, you should rely on the information set forth in this prospectus supplement.
Currency amounts in this prospectus supplement are stated in U.S. dollars.
This prospectus supplement and the accompanying prospectus may be used only for the purpose for which they
have been prepared. No one is authorized to give information other than that contained in or incorporated by
reference into this prospectus supplement and the accompanying prospectus. We have not, and the underwriters
have not, authorized any other person to provide you with different information. We and the underwriters take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should assume that the information appearing in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference is accurate only
as of their respective dates. Our business, financial condition, results of operations and prospects may
have changed since that date. Neither this prospectus supplement nor the accompanying prospectus
constitutes an offer, or an solicitation on our behalf or on behalf of the underwriters, to subscribe for and
purchase any of the securities and may not be used for or in connection with an offer or solicitation by
anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom
it is unlawful to make such an offer or solicitation.

S-ii
http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011

Filed pursuant to Rule 424(b)(5)
Page 5 of 90
Table of Contents
Special note about forward-looking statements
This prospectus supplement contains or incorporates by reference certain statements that are, or may be deemed
to be, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements contained in or incorporated by
reference into this prospectus supplement, other than statements of historical fact, are forward-looking statements.
Examples of forward-looking statements include statements regarding Applied's future financial or operating
results, cash flows and cash deployment strategies, declaration of dividends, share repurchases, business
strategies, projected costs, products, competitive positions, management's plans and objectives for future
operations, research and development, the proposed merger with Varian Semiconductor Equipment Associates,
Inc. ("Varian") and the financing thereof, other acquisitions and joint ventures, growth opportunities, customers,
working capital, liquidity, investment portfolio and policies, and legal proceedings and claims, as well as industry
trends and outlooks. These forward-looking statements are based on management's estimates, projections and
assumptions as of the date hereof and include the assumptions that underlie such statements. Forward-looking
statements may contain words such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" and "continue," the negative of these terms, or other comparable
terminology. Any expectations based on these forward-looking statements are subject to risks and uncertainties
and other important factors, including but not limited to: the level of demand for Applied's products which is subject
to many factors, including uncertain global economic and industry conditions, business and consumer spending,
demand for electronic products and semiconductors, government renewable energy policies and incentives, and
customers' utilization rates and new technology and capacity requirements; variability of operating expenses and
results among the company's segments caused by differing conditions in the served markets; Applied's ability to
(i) develop, deliver and support a broad range of products, expand its markets and develop new markets, (ii) timely
implement effective cost reduction programs, realize expected benefits, and align its cost structure with business
conditions, (iii) plan and manage its resources and production capability, including its supply chain, (iv) implement
initiatives that enhance global operations and efficiencies, (v) obtain and protect intellectual property rights in key
technologies, and (vi) attract, motivate and retain key employees; the ability of the parties to consummate the
proposed merger with Varian in a timely manner or at all; the satisfaction of conditions precedent to consummation
of the merger with Varian, including the ability to secure regulatory approvals in a timely manner, or at all, and
approval by Varian's stockholders; successful completion of anticipated financing arrangements to fund the
merger; the possibility of litigation (including related to the merger itself); those detailed under the heading "Risk
factors" below; and the other risks and uncertainties disclosed in Applied's prior Securities and Exchange
Commission ("SEC") filings. These and many other factors could affect Applied's future financial condition and
operating results and could cause actual results to differ materially from expectations based on forward-looking
statements made in this document or elsewhere by Applied or on its behalf. Applied undertakes no obligation to
revise or update any forward-looking statements.

S-iii
http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011

Filed pursuant to Rule 424(b)(5)
Page 6 of 90
Table of Contents
Summary
The following summary highlights information contained elsewhere in this prospectus supplement and the
accompanying prospectus. It may not contain all of the information that you should consider before investing in
the notes. For a more complete discussion of the information you should consider before investing in the notes,
you should carefully read this entire prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein.
Our company
Applied provides manufacturing equipment, services and software to the global semiconductor, flat panel
display, solar photovoltaic ("PV") and related industries. Applied's customers include manufacturers of
semiconductor wafers and chips, flat panel liquid crystal displays ("LCDs"), solar PV cells and modules, and
other electronic devices. These customers may use what they manufacture in their own end products or sell
the items to other companies for use in advanced electronic components.
Applied is the world's largest semiconductor fabrication equipment supplier based on revenue, with the
capability to provide global deployment and support services. Applied also is the leading supplier of LCD
fabrication equipment to the flat panel display industry and the leading supplier of solar PV manufacturing
systems to the solar industry, based on revenue.
Applied operates in four reportable segments: Silicon Systems Group, Applied Global Services, Display, and
Energy and Environmental Solutions.
Silicon systems group segment
Applied's Silicon Systems Group segment develops, manufactures and sells a wide range of manufacturing
equipment used to fabricate semiconductor chips, also referred to as integrated circuits. Most chips are built on
a silicon wafer base and include a variety of circuit components, such as transistors and other devices, that are
connected by multiple layers of wiring (interconnects). Applied offers systems that perform most of the primary
processes used in chip fabrication including atomic layer deposition, chemical vapor deposition, physical vapor
deposition, electrochemical deposition etch, rapid thermal processing, chemical mechanical planarization, wet
cleaning and wafer metrology and inspection, as well as systems that etch, measure and inspect circuit
patterns on masks used in the photolithography process. Applied's semiconductor manufacturing systems are
used by integrated device manufacturers and foundries to build and package memory, logic and other types of
chips.
Applied global services segment
The Applied Global Services segment encompasses products and services designed to improve the
performance and productivity, and reduce the environmental impact, of the fab operations of semiconductor,
LCD and solar PV manufacturers. The in-depth expertise and best known methods of Applied's extensive
global support infrastructure enable Applied to continuously support customers' production requirements.
Trained customer engineers and process support engineers

S-1
http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011

Filed pursuant to Rule 424(b)(5)
Page 7 of 90
Table of Contents
are deployed in more than a dozen countries. These engineers are usually located at or near customers' fab
sites and service over 34,000 installed Applied systems, as well as non-Applied systems.
Display segment
Applied's AKT subsidiary, reported under the Display segment, designs, manufactures and sells equipment to
fabricate thin film transistor LCDs for televisions, computer displays and other consumer-oriented electronic
applications. While similarities exist between the technologies utilized in chipmaking and LCD fabrication, the
most significant differences are in the size and composition of the substrate. Substrates used to manufacture
LCD panels can be more than 70 times larger in area than the 300mm wafers used in semiconductor
fabrication and are made of glass, while wafers are made of silicon.
Energy and environmental solutions segment
The Energy and Environmental Solutions segment includes manufacturing solutions for the generation and
conservation of energy. To increase the conversion efficiency and yields of solar PV devices, Applied offers
manufacturing solutions for wafer-based crystalline silicon (c-Si) applications.
Recent developments
Proposed Merger with Varian
On May 3, 2011, Applied, Barcelona Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Applied ("Merger Sub"), and Varian Semiconductor Equipment Associates, Inc., a Delaware corporation
("Varian"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger
Sub will, upon the terms and subject to the conditions thereof, merge with and into Varian (the "Merger"), with
Varian surviving the Merger as a wholly-owned subsidiary of Applied. Varian designs, manufactures, markets
and services semiconductor processing equipment and is the leading supplier of ion implantation equipment
used in the fabrication of semiconductor chips. The boards of directors of each of Applied and Varian
unanimously approved the Merger Agreement and the Merger. The aggregate consideration is approximately
$4.9 billion, which includes certain post-closing equity-based compensation.
Upon the Merger becoming effective (the "Effective Time"), by virtue of the Merger and without any further
action on the part of Applied, Merger Sub, Varian or any stockholder of Varian, each share of Varian common
stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive
$63 in cash, without interest (the "Merger Consideration"), on the terms and subject to the conditions set forth
in the Merger Agreement (excluding shares that are: (i) held by Applied, Merger Sub or any other wholly-
owned subsidiary of Applied; (ii) held by Varian or any wholly-owned subsidiary of Varian (or held in Varian's
treasury); or (iii) held by stockholders of Varian, if any, who properly exercise their appraisal rights under
Delaware law). At the Effective Time, certain equity awards held by employees and other service providers of
Varian will be converted into cash equal to the difference between the Merger Consideration and the exercise
price, if any, of such awards, while other equity awards

S-2
http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011

Filed pursuant to Rule 424(b)(5)
Page 8 of 90
Table of Contents
held by employees and other service providers of Varian will be assumed by Applied and converted into equity
awards of Applied on substantially equivalent terms.
The completion of the Merger is subject to various customary closing conditions, including the adoption of the
Merger Agreement by the stockholders of Varian entitled to vote thereon, as well as receipt of certain domestic
and foreign antitrust approvals (including under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended).
The Merger Agreement contains customary representations, warranties and covenants by Applied, Merger Sub
and Varian. Varian has agreed, among other things, not to solicit any offer or proposal for a competing or
alternative transaction, or, subject to certain exceptions, to enter into discussions concerning, or provide
confidential information in connection with, any competing or alternative transaction. In addition, certain
covenants require each of the parties to use reasonable best efforts to cause the Merger to be consummated.
The Merger Agreement also requires Varian to call and hold a stockholders' meeting and, subject to certain
exceptions, requires the board of directors of Varian to recommend approval of the Merger.
The Merger Agreement contains certain termination rights and provides that (i) upon the termination of the
Merger Agreement under specified circumstances, including, among others, by Varian to accept a superior
offer or by Applied upon a change in the recommendation of Varian's board of directors, Varian will owe
Applied a cash termination fee of $147 million; and (ii) upon termination of the Merger Agreement due to the
failure to obtain certain antitrust approvals, Applied will owe Varian a cash termination fee of $200 million.
Applied expects to finance the Merger through a combination of existing cash balances and debt, including
from the proceeds of this offering. On May 25, 2011, Applied entered into a $2.0 billion bridge loan facility (the
"Bridge Facility") with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, to
fund the cash consideration payable by Applied in the Merger and to pay the fees and expenses incurred in
connection with the Merger. The Bridge Facility will terminate upon the earliest of (a) the date on which the
Merger is consummated, (b) the termination of the commitments in accordance with the terms of the Bridge
Facility and (c) April 30, 2012. In addition, on May 25, 2011, Applied entered into a new four-year $1.5 billion
senior unsecured revolving credit facility (the "Revolving Credit Facility") with the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent, that replaced Applied's prior $1.0 billion revolving credit
facility. The Revolving Credit Facility is available to fund a portion of the cash consideration to be paid by
Applied in the Merger and for general corporate purposes. J.P. Morgan Securities LLC, Morgan Stanley & Co.
LLC and Citigroup Global Markets Inc. acted as joint lead arrangers and bookrunners for the Bridge Facility
and the Revolving Credit Facility.
A copy of the Merger Agreement is included as an exhibit to our Current Report on Form 8-K filed with the SEC
on May 4, 2011, which is incorporated by reference into this prospectus supplement and the accompanying
prospectus. The foregoing description of the proposed transaction and the Merger Agreement does not purport
to be complete and is qualified in its entirety by reference to such exhibit. This offering is not conditioned upon
the completion of the proposed transaction but, in the event that the Merger is not consummated on or before
May 31, 2012 or the Merger Agreement is terminated any time prior thereto, we will be required to redeem in
whole and not in part the notes on the 15th day (or, if such day is not a business day,

S-3
http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011

Filed pursuant to Rule 424(b)(5)
Page 9 of 90
Table of Contents
the first business day thereafter) following the earlier to occur of (1) May 31, 2012 if the Merger has not been
consummated by May 31, 2012 and (2) the termination of the Merger Agreement for a redemption price equal
to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the date of
redemption, if any. See "Description of Notes--Special Mandatory Redemption."
Risk factors
An investment in the notes involves risk. You should carefully consider the information set forth in the section
of this prospectus supplement entitled "Risk factors" beginning on page S-9, as well as other information
included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before
deciding whether to invest in the notes.

Applied, a Delaware corporation, was incorporated in 1967. The principal executive offices of Applied are
located at 3050 Bowers Avenue, P.O. Box 58039, Santa Clara, California 95052-8039 and the telephone
number is (408) 727-5555. We maintain a website at www.appliedmaterials.com. The information on or
accessible through our website is not a part of this prospectus supplement or the accompanying prospectus.

S-4
http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011

Filed pursuant to Rule 424(b)(5)
Page 10 of 90
Table of Contents
The offering
A brief description of the material terms of the offering follows. For a more complete description of the notes
offered hereby, see "Description of notes" in this prospectus supplement and "Description of Debt Securities" in
the accompanying prospectus.

Issuer
Applied Materials, Inc.

Notes Offered
$400,000,000 aggregate principal amount of 2.650% Senior Notes due 2016,
$750,000,000 aggregate principal amount of 4.300% Senior Notes due 2021 and
$600,000,000 aggregate principal amount of 5.850% Senior Notes due 2041.

Interest
The 2016 notes will bear interest at the rate of 2.650%, which will be paid on
each June 15 and December 15, commencing December 15, 2011. The 2021
notes will bear interest at the rate of 4.300%, which will be paid on each of
June 15 and December 15, commencing December 15, 2011. The 2041 notes
will bear interest at the rate of 5.850%, which will be paid on each of June 15 and
December 15, commencing December 15, 2011.

Maturity Dates
The 2016 notes will mature on June 15, 2016. The 2021 notes will mature on
June 15, 2021. The 2041 notes will mature on June 15, 2041.
Ranking
The notes will be:

· general unsecured obligations of ours;

· effectively subordinated in right of payment to any secured indebtedness of
ours to the extent of the assets securing such indebtedness, and structurally
subordinated to all existing and any future liabilities of our subsidiaries;

· equal in right of payment with all existing and any future unsecured and
unsubordinated indebtedness of ours; and

· senior in right of payment to any existing and future indebtedness of ours that
is subordinated to the notes.

Optional Redemption
Applied may redeem the 2016 notes, the 2021 notes and the 2041 notes, in
each case, in whole at any time or in part from time to time, at its option, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
notes to be redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest in respect of the notes being
redeemed (not including any portion of the payments of interest accrued but
unpaid as of the date of redemption) discounted on a semi-annual basis
(assuming a 360-day year of twelve 30-day months), at the Treasury Rate plus
15 basis points in the case of the 2016 notes, 20 basis points

S-5
http://www.sec.gov/Archives/edgar/data/6951/000119312511156940/d424b5.htm
6/2/2011