Bond Applied Materials 3.3% ( US038222AL98 ) in USD

Applied Materials

96.4 % ▲

United States

US038222AL98 ( in USD )

3.3% per year ( payment 2 times a year)

01/04/2027

Prospectus brochure of the bond Applied Materials US038222AL98 en USD 3.3%, maturity 01/04/2027

2 000 USD

1 200 000 000 USD

038222AL9

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/10/2024 ( In 164 days )

The Bond issued by Applied Materials ( United States ) , in USD, with the ISIN code US038222AL98, pays a coupon of 3.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/04/2027

The Bond issued by Applied Materials ( United States ) , in USD, with the ISIN code US038222AL98, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Applied Materials ( United States ) , in USD, with the ISIN code US038222AL98, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d346876d424b5.htm 424B5
Table of Contents
File Pursuant to Rule 424(b)(5)
Registration No. 333-205584
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Title of each Class of
to be
Maximum Offering
Aggregate Offering
Amount of
Securities to be Registered

Registered

Price Per Unit

Price
Registration Fee (1)
3.300% Senior Notes due 2027

$1,200,000,000
99.645%
$1,195,740,000
$138,586.27
4.350% Senior Notes due 2047

$1,000,000,000
99.817%

$998,170,000

$115,687.90

(1)
The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

Prospe c t us Supple m e nt
(to Prospectus dated July 9, 2015)

Applie d M a t e ria ls, I nc .
$1,200,000,000 3.300% Senior Notes due April 1, 2027
$1,000,000,000 4.350% Senior Notes due April 1, 2047
Interest on the notes will be payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2017. The
3.300% Senior Notes due 2027 will mature on April 1, 2027 and the 4.350% Senior Notes due 2047 will mature on April 1, 2047.
We refer to the 3.300% Senior Notes due 2027 as the 2027 notes, to the 4.350% Senior Notes due 2047 as the 2047 notes, and to
the 2027 notes and the 2047 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.

Proc e e ds t o Applie d
M a t e ria ls, I nc .

Public offe ring pric e (1 )
U nde rw rit ing disc ount
(be fore e x pe nse s)

Per 2027 Note

99.645%

0.450%

99.195%
2027 Notes Total

$
1,195,740,000
$
5,400,000
$
1,190,340,000
Per 2047 Note

99.817%

0.875%

98.942%
2047 Notes Total

$
998,170,000
$
8,750,000
$
989,420,000
Total

$
2,193,910,000
$
14,150,000
$
2,179,760,000

(1) Plus accrued interest, if any, from March 31, 2017.
I nve st ing in t he not e s involve s risk s. Se e "Risk fa c t ors" be ginning on pa ge S -6 .
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
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424B5
Company, Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear System, on or
about March 31, 2017.
Joint Book-Running Managers

J .P.
Cit igroup
M U FG
M orga n

Cre dit Suisse
Goldm a n, Sa c hs & Co.

Co-Managers

BN P PARI BAS
M izuho Se c urit ie s
U S Ba nc orp

We lls Fa rgo Se c urit ie s
BN Y M e llon Ca pit a l M a rk e t s, LLC

K e yBa nc Ca pit a l M a rk e t s
March 28, 2017
Table of Contents
We a re re sponsible for t he inform a t ion c ont a ine d a nd inc orpora t e d by re fe re nc e in t his prospe c t us
supple m e nt a nd t he a c c om pa nying prospe c t us. We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d
a nyone t o give you a ny ot he r inform a t ion, a nd w e t a k e no re sponsibilit y for a ny ot he r inform a t ion t ha t
ot he rs m a y give you. We a re not , a nd t he unde rw rit e rs a re not , m a k ing a n offe r t o se ll t he se se c urit ie s in
a ny jurisdic t ion w he re t he offe r or sa le is not pe rm it t e d. Y ou should not a ssum e t ha t t he inform a t ion
c ont a ine d or inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt or a c c om pa nying prospe c t us is
a c c ura t e a s of a ny da t e ot he r t ha n t he da t e of t he doc um e nt c ont a ining t he inform a t ion.
T a ble of c ont e nt s
Prospe c t us supple m e nt

Pa ge

About this prospectus supplement
S-ii
Special note about forward-looking statements
S-ii
Summary
S-1
The offering
S-3
Summary consolidated financial information
S-5
Risk factors
S-6
Ratio of earnings to fixed charges
S-10
Use of proceeds
S-11
Capitalization
S-12
Description of notes
S-13
Underwriting
S-24
Legal matters
S-29
Experts
S-29
Where you can find more information
S-30
Incorporation by reference
S-30
Prospe c t us

Pa ge

About this Prospectus

1
Where You Can Find More Information

1
Incorporation by Reference

2
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Forward-Looking Statements

3
Our Business

4
Ratio of Earnings to Fixed Charges

5
Use of Proceeds

6
Description of Debt Securities

7
Certain U.S. Federal Income Tax Considerations

22
Plan of Distribution

30
Legal Matters

33
Experts

33

S-i
Table of Contents
About t his prospe c t us supple m e nt
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering.
The second part is the accompanying prospectus, which includes 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 headings "Where you can find more information" and "Incorporation by reference" on page S-30.
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.
Spe c ia l not e a bout forw a rd-look ing st a t e m e nt s
This prospectus supplement and the information incorporated by reference in this prospectus supplement include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (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. Forward-looking
statements may contain words such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate,"
"potential" and "continue," the negatives of these terms or other similar expressions. Examples of forward-looking statements
include those regarding Applied's future financial or operating 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,
growth opportunities, restructuring activities, backlog, working capital, liquidity, investment portfolio and policies, taxes, supply chain,
manufacturing, properties, legal proceedings and claims, customer demand and spending, end-use demand, market and industry
trends and outlooks, general economic conditions, and other statements that are not historical facts, as well as their underlying
assumptions. All forward-looking statements are subject to risks and uncertainties and are not guarantees of future performance.
Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without
limitation: the level of demand for our products; global economic and industry conditions; consumer demand for electronic products;
the demand for semiconductors; customers' technology and capacity requirements; the introduction of new and innovative
technologies, and the timing of technology transitions; our ability to develop, deliver and support new products and technologies; the
concentrated nature of our customer base; our ability to expand our current markets, increase market share and develop new
markets; market acceptance of existing and newly developed products; our ability to obtain and protect intellectual property rights in
key technologies; our ability to achieve the objectives of operational and strategic initiatives, align our resources and cost structure
with business conditions, and attract, motivate and retain key employees; the variability of operating expenses and results among
products and segments, and our ability to accurately forecast future results, market conditions, customer requirements and business
needs; those detailed under the heading "Risk factors" below; and other risks and uncertainties described in our 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. Forward-looking statements speak only as of the date they were made and we
assume no obligation to update them.
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424B5

S-ii
Table of Contents
Sum m a ry
The following summary highlights information contained elsewhere or incorporated by reference 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 and therein.
Our busine ss
A global company with a broad set of capabilities in materials engineering, Applied provides manufacturing equipment, services
and software to the global semiconductor, display and related industries. With its diverse technology capabilities, Applied
delivers products and services that improve device performance, yield and cost. Applied's customers include manufacturers of
semiconductor chips, liquid crystal and other 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.
Se gm e nt s
Applied operates in three reportable segments: Semiconductor Systems, Applied Global Services and Display and Adjacent
Markets.
Semiconductor Systems segment
Applied's Semiconductor Systems segment develops, manufactures and sells a wide range of manufacturing equipment used to
fabricate semiconductor chips, also referred to as integrated circuits. The Semiconductor Systems segment includes
semiconductor capital equipment for deposition, etch, ion implantation, rapid thermal processing, chemical mechanical
planarization, metrology and inspection, and wafer packaging. The majority of Applied's new equipment sales are to leading
integrated device manufacturers and foundries worldwide.
Applied Global Services segment
The Applied Global Services segment provides integrated solutions to optimize equipment and fab performance and
productivity, including spares, upgrades, services, remanufactured earlier generation equipment and factory automation
software for semiconductor, display and other products. Customer demand for products and services is fulfilled through a global
distribution system with trained service engineers located in close proximity to customer sites in more than a dozen countries to
support installed Applied semiconductor, display and other manufacturing systems worldwide.
Display and Adjacent Markets segment
The Display and Adjacent Markets segment is comprised of products for manufacturing liquid crystal displays, organic light-
emitting diodes, and other display technologies for TVs, personal computers, tablets, smart phones, and other consumer-
oriented devices, as well as equipment for flexible substrates. Applied offers technologically-differentiated equipment for
manufacturing large-scale and advanced TVs and high resolution displays for mobile devices, as well as for new form factors,
including thin, light and curved displays, and new applications such as virtual reality.

S-1
Table of Contents

Incorporated in 1967, Applied is a Delaware corporation. Our principal executive offices are located at 3050 Bowers Avenue,
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424B5
P.O. Box 58039, Santa Clara, California 95052-8039 and our 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-2
Table of Contents
T he offe ring
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.

I ssue r
Applied Materials, Inc.

N ot e s offe re d
$1,200,000,000 aggregate principal amount of 3.300% Senior Notes due 2027 and
$1,000,000,000 aggregate principal amount of 4.350% Senior Notes due 2047.

I nt e re st
The 2027 notes will bear interest at the rate of 3.300%, which will be paid on each April 1
and October 1, commencing October 1, 2017. The 2047 notes will bear interest at the rate of
4.350%, which will be paid on each April 1 and October 1, commencing October 1, 2017.

M a t urit y da t e s
The 2027 notes will mature on April 1, 2027. The 2047 notes will mature on April 1, 2047.

Ra nk ing
The notes will be:

· our general unsecured obligations;

· effectively subordinated in right of payment to any of our secured indebtedness to the

extent of the assets securing that indebtedness, and structurally subordinated to all
existing and any future liabilities of our subsidiaries;

· equal in right of payment with all of our existing and any future unsecured and

unsubordinated indebtedness; and

· senior in right of payment to any of our existing and future indebtedness that is

subordinated to the notes.

Opt iona l re de m pt ion
We may redeem the notes, in whole or in part, at any time at the applicable redemption
prices described under the heading "Description of notes--Optional redemption" in this
prospectus supplement.

Purc ha se of not e s upon a
Upon the occurrence of a change of control of Applied and a contemporaneous downgrade
c ha nge of c ont rol t rigge ring of the notes below an investment grade rating by both Moody's Investors Service Inc. and
e ve nt
Standard & Poor's Ratings Services, we will, in certain circumstances, be required to make
an offer to purchase each of the 2027 notes and the 2047 notes at a price equal to 101% of
the principal amount of the 2027 notes and the 2047 notes to be repurchased, respectively,
plus any accrued and unpaid interest to, but excluding, the date of repurchase. See
"Description of notes--Repurchase upon a change of control."

S-3
Table of Contents
U se of proc e e ds
We estimate that the net proceeds from the sale of the notes will be approximately
$2.18 billion after deducting the underwriting discounts and estimated offering expenses. We
intend to use a portion of the net proceeds to redeem or repay at maturity our outstanding
$200 million 7.125% senior notes due October 15, 2017 and the balance for general
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corporate purposes. The foregoing does not constitute a notice of redemption or an
obligation to issue a notice of redemption for our outstanding notes.

Addit iona l not e s
Applied may from time to time, without consent of the holders of the notes, issue notes
having the same terms and conditions as the notes of any series being offered hereby
(except for the issue date, offering price and, if applicable, the first interest payment date).
Additional notes issued in this manner will form a single series with the applicable
outstanding series of notes; provided that unless the additional notes are issued pursuant to
a "qualified reopening" of the original series, are otherwise treated as part of the same
"issue" of debt instruments as the original series or are issued with no more than a de
minimis amount of original discount, in each case for U.S. federal income tax purposes, the
additional notes will have a separate CUSIP number.

Gove rning la w
State of New York.

Ce rt a in U .S. fe de ra l inc om e Tax considerations are as set forth in the section in the accompanying prospectus entitled
t a x c onside ra t ions
"Certain U.S. Federal Income Tax Considerations," except that Foreign Account Tax
Compliance Act withholding described under "Certain U.S. Federal Income Tax
Considerations--Non-United States Holders" will apply to payments of principal with respect
to, and gross proceeds from a sale, exchange, redemption or other taxable disposition of, the
notes only after December 31, 2018, unless the requirements for avoiding such withholding
(as described therein) are satisfied.

Risk fa c t ors
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-6, 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.

S-4
Table of Contents
Sum m a ry c onsolida t e d fina nc ia l inform a t ion
The table below sets forth a summary of our consolidated financial information for the periods presented. We derived the
consolidated financial information as of and for each of the fiscal years in the three-year period ended October 30, 2016 from
our audited consolidated financial statements. We derived the unaudited consolidated financial information as of and for the
three months ended January 29, 2017 and January 31, 2016, respectively, from our unaudited consolidated financial
statements, which in the opinion of management have been prepared on the same basis as our audited financial statements
and include only normal recurring adjustments necessary for a fair presentation of our financial position and results of
operations as of and for such periods. Our historical results are not necessarily indicative of the results to be expected in the
future, and our results for the three months ended January 29, 2017 are not necessarily indicative of results for the full fiscal
year or any future period.
The summary consolidated financial information should be read in conjunction with our consolidated financial statements and
related notes and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations"
included in our Annual Report on Form 10-K for the fiscal year ended October 30, 2016 and our Quarterly Report on Form
10-Q for the quarter ended January 29, 2017 which are incorporated by reference in this prospectus supplement and the
accompanying prospectus.

T hre e m ont hs e nde d
Fisc a l ye a r e nde d
J a nua ry 2 9 ,
J a nua ry 3 1 ,
Oc t obe r 3 0 ,
Oc t obe r 2 5 ,
Oc t obe r 2 6 ,
(I n m illions)

2 0 1 7
2 0 1 6
2 0 1 6
2 0 1 5
2 0 1 4

(U na udit e d)

Se le c t e d c onsolida t e d
st a t e m e nt of ope ra t ions
inform a t ion:

Net sales

$
3,278
$
2,257
$
10,825
$
9,659
$
9,072
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424B5
Cost of products sold

1,833

1,341

6,314

5,707

5,229

Gross profit

1,445

916

4,511

3,952

3,843
Research, development and
engineering, marketing and
selling and general and
administrative expenses

638

562

2,359

2,348

2,353
Gain on derivatives associated
with terminated business
combination

--

--

--

(89)

(30)
Income from operations

807

354

2,152

1,693

1,520
Net income

703

286

1,721

1,377

1,072
Se le c t e d c onsolida t e d
ba la nc e she e t
inform a t ion:

Total current assets(1)

$
9,094
$
6,910
$
8,353
$
9,260
$
6,967
Total assets(1)

15,244

13,306

14,570

15,287

13,164
Short-term debt

200

--

200

1,200

--
Long-term debt(1)

3,125

3,323

3,125

3,321

1,937
Total stockholders' equity

7,687

7,168

7,217

7,613

7,868
Additional information:

Depreciation and amortization

$
97
$
96
$
389
$
371
$
375
Cash provided by operating
activities

646

207

2,466

1,163

1,800
Cash, cash equivalents and
short-term investments

4,147

3,116

3,749

4,965

3,162
Long-term investments

909

996

929

946

935
Total cash, cash equivalents and
investments

5,056

4,112

4,678

5,911

4,097

(1) Balance reflects the effects of the retrospective adoption of the authoritative guidance in the first quarter of fiscal 2017, which required debt issuance costs to be
presented as a reduction from the carrying amount of the related debt liability. These amounts were primarily recorded under other assets prior to the
reclassification.

S-5
Table of Contents
Risk fa c t ors
In considering whether to purchase the notes, you should carefully consider the risks described below and all the information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Additional risks and
uncertainties that we do not currently know about, or that we currently believe are immaterial, may also adversely impact our
business, financial condition and results of operations.
Risk s re la t e d t o our busine ss
We hereby incorporate by reference the risk factors in Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended
January 29, 2017.
Risk s re la t e d t o t he not e s
The notes are our obligations and not obligations of our subsidiaries and will be structurally subordinated to the claims of
our subsidiaries' creditors.
The notes are exclusively our obligations and not those of our subsidiaries. We conduct a substantial portion of our operations
through our subsidiaries. As a result, our ability to make payments on the notes will depend upon the receipt of dividends and other
distributions from our subsidiaries.
Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the notes
or to provide us with funds to pay our obligations, whether by dividends, distributions, loans or other payments. In addition, any
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dividend payments, distributions, loans or advances to us by our subsidiaries in the future will require the generation of future
earnings by our subsidiaries and may require regulatory approval. If our subsidiaries are unable to make dividend payments to us
and sufficient capital is not otherwise available, we may not be able to make principal and interest payments on our debt, including
the notes.
In addition, our right to participate in any distribution of assets of any of our subsidiaries upon the subsidiary's liquidation or
otherwise will generally be subject to the prior claims of creditors of that subsidiary. Your ability as a holder of the notes to benefit
indirectly from that distribution also will be subject to these prior claims. The notes are not guaranteed by any of our subsidiaries.
As a result, the notes will be structurally subordinated to all existing and future liabilities and obligations of our subsidiaries, which
means that our subsidiaries' creditors will be paid from our subsidiaries' assets before holders of the notes would have any claims
to those assets. At January 29, 2017, the aggregate amount of all debt and other liabilities of our consolidated subsidiaries that
would structurally rank senior to the notes was approximately $2.8 billion.
The notes will not restrict our ability to incur additional debt, to repurchase our securities or to take other actions that
could negatively impact our ability to pay our obligations under the notes.
Neither the notes nor the indenture governing the notes will restrict our ability or the ability of our subsidiaries to incur additional
debt, repurchase securities, recapitalize, pay dividends or make other distributions to stockholders, or require us to maintain interest
coverage or other current ratios.
Although the indenture governing the notes will contain limited covenants that would restrict our ability and the ability of certain of
our subsidiaries to create, incur or assume secured indebtedness or to enter into sale and lease-back transactions, these
restrictions only apply to the extent that the indebtedness created, incurred or assumed is secured by a lien on principal property or
to the extent that the property subject to the sale and lease-back transaction is a principal property. In order to constitute a
principal property for purposes of these covenants, a property must be located in the United States and have a book value in
excess of 1% of our most recently calculated consolidated net tangible assets.

S-6
Table of Contents
Other than as described above and under the caption "Description of notes--Repurchase upon a change of control" below, the
provisions of the indenture governing the notes will not afford holders of debt securities issued thereunder, including the notes,
protection in the event of a sudden or significant decline in our credit quality or in the event of a takeover, recapitalization or highly
leveraged or similar transaction involving us or any of our affiliates that may adversely affect such holders. In addition, our ability to
recapitalize, incur additional debt and take a number of other actions that will not be limited by the terms of the notes or the
indenture could have the effect of diminishing our ability to make payments on the notes when due.
The notes will be effectively junior to any future secured indebtedness we may incur.
The notes will be effectively subordinated to any future secured debt we may incur to the extent of the value of the assets securing
such debt. In the event that we are declared bankrupt, become insolvent or are liquidated or reorganized, any debt that ranks
ahead of the notes will be entitled to be paid in full from our assets before any payment may be made with respect to the notes.
Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same
ranking as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each
holder or creditor, in our remaining assets. In any of the foregoing events, we may not have sufficient assets to pay amounts due
on the notes. As a result, if holders of the notes receive any payments, they may receive less, ratably, than holders of secured
indebtedness.
Although we do not currently have outstanding any secured indebtedness for money borrowed, the indenture under which the
notes will be issued does not preclude us from issuing secured debt. See the section of the accompanying prospectus entitled
"Description of Debt Securities--Certain Terms of the Senior Debt Securities--Certain Covenants."
We may not be able to repurchase all of the notes upon a change of control, which would result in a default under the
notes.
Upon the occurrence of a Change of Control Triggering Event (as defined under the caption "Description of notes--Repurchase
upon a change of control"), unless we have exercised our right to redeem the notes in full, have defeased the notes or have
satisfied and discharged the notes, each holder of notes will have the right to require us to repurchase all or any part of such
holder's notes at a price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding,
the date of repurchase. If we experience a Change of Control Triggering Event, there can be no assurance that we would have
sufficient financial resources available to satisfy our obligations to repurchase the notes. In addition, our ability to repurchase the
notes for cash may be limited by law or by the terms of other agreements relating to our outstanding indebtedness at that time. Our
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failure to repurchase the notes as required under the indenture governing the notes would result in a default under the indenture,
which could have material adverse consequences for us and for holders of the notes.
The limited covenants in the indenture for the notes and the terms of the notes do not provide protection against some
types of important corporate events, including a highly leveraged transaction, and may not protect your investment.
The indenture for the notes does not:

· require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and,
accordingly, does not protect holders of the notes in the event that we experience significant adverse changes in our financial
condition or results of operations;

· limit our subsidiaries' ability to issue securities or otherwise incur indebtedness, which could structurally rank senior to our equity
interests in those subsidiaries or to the notes;

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· limit our ability to incur substantial secured indebtedness that would effectively rank senior to the notes to the extent of the value
of the assets securing the indebtedness;

· limit our ability to incur indebtedness that is equal in right of payment to the notes;

· restrict our ability to repurchase or prepay our securities; or

· restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common
stock or other securities ranking junior to the notes.
Furthermore, the limitation on liens and limitation on sale and leaseback covenants contained in the indenture for the notes contain
certain exceptions that will allow us and our subsidiaries to incur liens with respect to material assets. The indenture for the notes
does not contain protections in the event of a change of control, unless accompanied by certain ratings downgrades. We could
engage in many types of highly leveraged transactions, such as certain acquisitions, mergers, reorganizations, restructurings,
refinancings or recapitalizations that could adversely affect our capital structure and the value of the notes. These transactions may
not involve a change in voting power or beneficial ownership or, even if they do, may not meet the specific requirements of the
definition of Change of Control Triggering Event in the indenture required to trigger these provisions, notably, that the transactions
are accompanied or followed within 60 days by a downgrade in the rating of the notes, following which the notes are no longer
rated "investment grade." Except as described under "Description of notes--Repurchase upon a change of control," the indenture
does not contain provisions that permit the holders of the notes to require us to repurchase the notes in the event of a takeover,
recapitalization or similar transaction. For these reasons, you should not consider the covenants in the indenture as significant
factors in evaluating whether to invest in the notes. See "Description of Debt Securities--Certain Terms of the Senior Debt
Securities--Certain Covenants" in the accompanying prospectus.
There may not be a liquid market for the notes.
The notes constitute new issues of securities with no established trading market. No market for any series of notes may develop,
and any market that does develop may not be liquid or may not last. Although the representatives of the underwriters have advised
us that, following completion of the offering of the notes, one or more of the underwriters currently intend to make a market in the
notes, they are not obligated to do so and may discontinue any market-making activities at any time without notice. If the notes are
traded, they may trade at a discount from their initial offering prices, depending on prevailing interest rates, the market for similar
securities, our performance and other factors. To the extent active trading markets do not develop, you may not be able to resell
your notes at their fair market value or at all.
Many factors independent of our creditworthiness may affect the trading market for the notes. These factors include the:

· propensity of existing holders to trade their positions in the notes;

· time remaining to the maturity of the notes;

· outstanding amount of each series of notes;

· redemption of the notes; and

· level, direction and volatility of market interest rates generally.
Ratings of the notes may change after issuance and affect the market price and marketability of the notes.
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424B5
We currently expect that, prior to issuance, the notes will be rated by one or more ratings agencies. Such ratings are limited in
scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the view of each rating
agency at the time the rating is issued. An explanation of the

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significance of each rating may be obtained from each respective rating agency. There is no assurance that any credit ratings will
be issued or remain in effect for any given period of time or that ratings will not be lowered, suspended or withdrawn entirely by the
rating agencies, if, in each rating agency's judgment, circumstances so warrant. It is also possible that ratings may be lowered in
connection with future events, such as future acquisitions or regulatory action taken against us. Any lowering, suspension or
withdrawal of such ratings or the anticipation of future changes may have an adverse effect on the market price or marketability of
the notes. Any rating is not a recommendation to purchase, sell or hold the notes, and does not correspond to market price or
suitability for a particular investor.
Redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity. We may redeem the notes at times when prevailing interest
rates may be relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in a comparable
security at an effective interest rate as high as that of the notes.
The prices at which you will be able to sell your notes prior to maturity will depend on a number of factors and may be
substantially less than the amount you originally invest.
We believe that the value of each series of notes in any secondary market will be affected by interest rates, supply and demand for
the notes and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the impact of any
one factor on the market value of the notes may be offset or magnified by the effect of another factor. An offsetting negative factor
could, for example, entirely eliminate a positive impact attributable to another factor. We expect that the market value of the notes
will be affected by changes in U.S. interest rates. In general, assuming all other conditions remain constant, if U.S. interest rates
increase, the market value of the notes may decrease. The following factors also may have an impact on the market value of the
notes:

· actual or anticipated changes in our credit ratings may affect the market value of each series of notes; and

· actual or anticipated changes in our financial condition or results of operations may affect the market value of each series of
notes.

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Ra t io of e a rnings t o fix e d c ha rge s
The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated. You should read this table in
conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the fiscal year ended
October 30, 2016 and our Quarterly Report on Form 10-Q for the fiscal quarter ended January 29, 2017, which are incorporated
by reference in this prospectus supplement and the accompanying prospectus.

Fisc a l ye a r e nde d
T hre e m ont hs
e nde d
Oc t obe r 3 0 ,
Oc t obe r 2 5 ,
Oc t obe r 2 6 ,
Oc t obe r 2 7 ,
Oc t obe r 2 8 ,

J a nua ry 2 9 , 2 0 1 7
2 0 1 6
2 0 1 5
2 0 1 4
2 0 1 3
2 0 1 2
Ratio of earnings to
fixed charges(1)

19.4x
12.8x
14.8x
14.3x
4.2x
3.9x

(1) For purposes of determining the ratios above, earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges consist of
interest expense, amortization of debt expenses and an appropriate interest factor on operating leases.

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