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Mail Stop 0306
April 22, 2005
Via U.S. Mail and Fax
Ms. Nancy H. Handel
Senior Vice President and Chief Financial Officer
Applied Materials, Inc.
3050 Bowers Avenue
P.O. Box 58039
Santa Clara, CA 95052
Re: Applied Materials, Inc.
Form 8-K dated February 15, 2005
Filed February 15, 2005
File No. 000-06920
Dear Ms. Handel:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 8-K dated February 15, 2005
1. We note that you present non-GAAP measures in the form of a
Supplemental Consolidated Condensed Statement of Operations -
Ongoing
Basis. That format may be confusing to investors as it also
reflects
several non-GAAP measures, including non-GAAP restructuring, asset
impairments and other charges, non-GAAP income from operations,
non-
GAAP income before income taxes, non-GAAP provision for income
taxes,
non-GAAP net income and non-GAAP EPS which have not been described
to
investors. In fact, it appears that management does not use these
non-GAAP measures but they are shown here as a result of the
presentation format. Please note that Instruction 2 to Item 2.02
of
Form 8-K requires that when furnishing information under this item
you must provide all the disclosures required by paragraph
(e)(1)(i)
of Item 10 of Regulation S-K and Question 8 of the FAQ Regarding
the
Use of Non-GAAP Financial Measures dated June 13, 2003, including
a
reconciliation to the directly comparable GAAP measure for each
non-
GAAP measure presented and an explanation of why you believe the
measures provide useful information to investors.
In future filings, to eliminate investor confusion please remove
the
Supplemental Consolidated Condensed Statement of Operations -
Ongoing
Basis and disclose only those non-GAAP measures used by management
with the appropriate reconciliations and disclosures.
Otherwise, confirm that you will revise your Forms 8-K in future
periods to provide all the disclosures required by Item
10(e)(1)(i)
of Regulation S-K and Question 8 of the FAQ for each non-GAAP
measure
presented in the statement, and provide us with a sample of your
proposed disclosure. The revised disclosure should clarify the
reference to the supplemental results on an "ongoing basis" and
include a discussion, in sufficient detail, of the following for
each
non-GAAP measure:
* The substantive reasons why management believes each non-GAAP
measure provides useful information to investors;
* The specific manner in which management uses each non-GAAP
measure
to conduct or evaluate its business;
* The economic substance behind management`s decision to use each
measure; and
* The material limitations associated with the use of each non-
GAAP
measure as compared to the use of the most directly comparable
GAAP
measure and the manner in which management compensates for these
limitations when using the non-GAAP measure.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-0306. Please understand that we may
have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosures in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
You may contact Lynn Dicker, Staff Accountant, at (202) 824-
5264 or me at (202) 942-1791 if you have questions regarding
comments
on the financial statements and related matters. In this regard,
do
not hesitate to contact Martin James, the Senior Assistant Chief
Accountant, at (202) 942-1984.
Sincerely,
Brian Cascio
Accounting Branch Chief
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Ms. Nancy H. Handel
Applied Materials, Inc.
April 22, 2005
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