科磊 (KLAC) 2016 Q1 法說會逐字稿

Good day, and welcome to the Lam Research Corporation September 2015 conference call.

At this time, I would like to turn the conference over to Audrey Charles, Vice President of Investor Relations.

Please go ahead.

Thank you, operator.

Thank you, and good morning, everyone.

With me today are Martin Anstice, President and Chief Executive Officer of Lam Research; Rick Wallace, President and Chief Executive Officer of KLA-Tencor; Doug Bettinger, Executive Vice President and Chief Financial Officer of Lam Research; and Bren Higgins, Executive Vice President and Chief Financial Officer of KLA-Tencor.

Prior to turning the call over to Lam and KLA management to share their perspective on this exciting business combination, I will read a few preliminary legal notices of the proposed transaction.

The proposed transaction will be submitted to the stockholders of each of Lam and KLA for their consideration.

Lam intends to file with the SEC a registration statement on Form S-4, that will include a joint proxy statement prospectus of Lam Research and KLA-Tencor.

Investors and security holders of Lam and KLA are urged to read the joint proxy statement prospectus, and any other relevant documents that will be filed with the SEC carefully, and in their entirety when they become available, because they will contain important information about the proposed transaction.

The materials to be filed by Lam and KLA with the SEC may be obtained free of charge at the SEC's website at www.SEC.gov.

In addition, security holders will be able to obtain free copies of the joint proxy statement prospectus from Lam or KLA by contacting Lam or KLA investor relations through the Investor Relations contact page on each Company's website, investor.

LamResearch.com, or IR.

KLA-Tencor.com

This call may include forward-looking statements that involve risks and uncertainties.

These include statements regarding future outcomes and events, including the time and the parties' ability to close the transaction, the anticipated benefits, the technological advances and synergies to be realized as part of the proposed transaction, and the anticipated structures of future combined operations.

Actual events or results may differ materially from those described in this call, due to a number of risks and uncertainties detailed in documents filed by Lam Research and KLA-Tencor with the SEC, including Form 10-K filings, Form 8-K filings, filings under Rule 425 and the joint proxy and registration statements the parties expect to file.

With that, I'll turn our call over to Martin Anstice.

Thank you, Audrey.

I would like to start this morning by thanking you for joining us at short notice.

Today, we announced that Lam Research and KLA-Tencor will be combining.

We believe that this transaction will allow us to deliver compelling value to a transforming semiconductor industry, by combining industry leaders in wafer processing and process control, to help our customers address their most difficult challenges.

Together, we will deliver unmatched capability, creating a new paradigm for process and process control, delivering optimized results in partnership with our customers by reducing variability and accelerating yields, helping our customers extend Moore's Law and performance scaling generally.

The new Company will have increased breadth and scale, both valuable components for sustaining long-term growth.

The technical competency and capability of the combined Company, which is illustrated by our respective product leadership positions, will benefit our employees, customers and stockholders alike.

We are confident that together, we will deliver higher levels of innovation and collaboration than would be possible as independent companies.

We are certain that, just as we identified the need for a closer alignments of deposition and etch, which resulted in our successful merger with Novellus, the opportunity for closer alignments between process and process control creates an exciting opportunity, as the drive to reduce variability at the atomic level becomes central to our customers' high-volume manufacturing success.

The transaction offers compelling financial opportunities, including the expansion of our served market and substantial synergies.

We expect to realize $250 million of cost synergies within 18 to 24 months of transaction close, and $600 million of revenue synergies by 2020.

The transaction will be accretive to our non-GAAP earnings and free cash flow per share during the first 12 months of the transaction.

If I could direct you to slide 5 of our PowerPoint deck today, here are a few of the highlights of the transaction: KLA-Tencor stockholders will receive $32 in cash and 0.5 shares of Lam Research per KLA-Tencor share, effectively valuing the company at $67.02 per share, or $10.6 billion, using Lam's stock price as of October 20.

On a pro-forma basis, KLA shareholders will own approximately 32% of the combined company.

Both Boards have unanimously approved the transaction, and pending customary regulatory and shareholder approvals, we expect to close in mid 2016.

The combined Company will be called Lam Research.

We strongly believe this is the right combination for our industry, at the right time.

The powerful drivers of clouds, mobility and IoT are firmly established and growing.

The demands of these segments, higher performance, lower power and smaller form factors, increase the economic and technical challenges faced by our customers, providing a catalyst for broad industry transformation.

Our customers and their customers both demand new levels of innovation and collaborative engagements as they continue to scale with new materials, the transitions of 3D device architectures, multi-patterning imaging, advanced packaging integration schemes, and next-generation memory solutions.

The ability to differentiate in these technology inflections increasingly lies at the intersection of process and process control.

Together, we will be much better positioned to meet these challenges by combining best-in-class process performance with industry-leading metrology, inspection and analytical capability.

We seek to create unmatched and complementary compatibility to enable atomic-level processing.

I am looking forward to formally welcoming the KLA-Tencor employees to our new Company.

These are two companies with similar cultures and values, geographic proximity, with a passion to contribute and win, and who take pride in doing things the right way, in the interests of our customer.

I look forward to listening, learning, and building a strong team together with them, as we create a more exciting future.

And before handing the call to Rick, I want to thank him personally, and also his team, for their leadership and vision in creating a great Company, and working with us, putting together what we believe is an extremely compelling transaction.

Rick, over to you.

Thank you, Martin.

This is truly a transformational day in the industry, and for both companies.

I've spent 28 years at KLA-Tencor, and I've seen several industry transformations.

But in my opinion, this combination has the potential to be the most transformative, both from a capability and from a timing perspective.

Our customers are on the cusp of ramping some incredibly complex technologies, with road maps for advanced development over the next decade already in place.

And KLA and Lam's combined capability to partner with our customers on improving the manufacturability and the yield of these technologies will be a powerful value creator in this space, to a degree that neither of us could achieve as standalone companies.

The SAM expansion that's been experienced by Lam, driven by the inflections of 3D device architecture and multi-patterning will complement KLA-Tencor's strong presence in foundry and logic, and create both SAM and market share expansion opportunities for both companies.

We are proud of what we've built at KLA, and the value that we've delivered.

The scale achieved by combining with Lam substantially enhances our future value creation potential, making this transaction a win both for today and for tomorrow.

KLA's strong results and guidance today, and the confidence we have in continuing our growth in 2016 are a direct result of our efforts with our customers in the last decade, to enable industry transitions and scaling.

I want to recognize our employees, whose dedication to excellence across all aspects of the organization have made this performance possible.

Through the discussions we have had to date with Lam, it's been reinforcing to me, that the capability and the culture of our companies are very similar, and that will be a key component to the success of this combination.

And I also want to thank Martin for his leadership, and I am very confident in the success of this Company under his leadership, as we go forward.

And with that, let me hand it back to Martin.

Thanks, Rick.

As we have said many times, our guiding principle for effective consolidation in our industry is first focused on the legitimacy of innovation strategies, and the opportunity for sustainable value creation from the perspective of our customers.

With this threshold validated here, we are excited to deliver compelling value to all stakeholders by combining the established leaders in deposition, etch, clean, inspection and metrology.

However, the rationality of this transaction lies in our belief that the combination is substantially stronger than the sum of the parts.

By joining the critical device manufacturing areas of process and process control, our two companies combined will become a more knowledgeable, more capable, and closer partner to our customers, better positioning us to innovate the solutions required to meet the industry's needs together.

For example, in logic and DRAM multi-patterning, as we highlighted in our Analyst Day in July of this year, the key challenges faced in high-volume manufacturing from multi-patterning schemes are variability and costs.

By more effectively linking the process control expertise of KLA and Lam's strength in process around critical technology inflections, we can improve efficiency and utility of metrology information for optimization of the unit process at a much greater depth.

This represents the potential for faster and better solutions for our customers, and opportunities for differentiation and profitable growth for us.

It is already clear that the level of integrated controls we will be able to deliver becomes even more critical at 7 nanometer and beyond, where substantially high levels of control of patterning processes will be required in support of our customers' road maps.

In the 3D-NAND space, high aspect ratio structures and long process times increase cost and complexity.

We plan to utilize our combined leadership capability in deposition etch and metrology to innovate and develop process control capability for 3D-NAND structures to help enable cost effective vertical scaling.

Our increased scale and breadth will enable multiple value creation drivers.

From the market perspective, when we combine Lam's inflection-driven SAM expansion, which we believe extends throughout this decade, with KLA's strong presence and new product momentum in wafer and mask inspection and optical and overlay metrology, we expect to compete for more than 45% of WFE by 2018.

Worthy of note, the complementary nature of our presence in the WFE market is striking.

Lam has historic strength in memory applications, and has made meaningful progress in the logic segments of WFE over the last several years.

Lam also has technology inflection growth drivers in logic and memory both, with multi-patterning process flows and 3D device architecture.

KLA has a relatively stronger presence and opportunity in the logic segments, with exciting new product introductions.

The wafer fabrication equipment segments complement is a powerful commentary on the combined Companies' opportunity to sustain growth through the specific investment cycles of our increasingly large and consolidated customers.

We also see meaningful cost and revenues synergies available, including $250 million of annualized cost synergies realizable within 18 to 24 months of closing, as well as a strong revenue synergy opportunity of approximately $600 million by 2020, made possible by strengthening unit process performance and value of our core product offerings.

Finally, our shared and well-established operating excellence, combined with our deal-specific commitments to prioritize deleveraging our balance sheet supports our commitments to profitable growth.

All of these value creation drivers will reside in a business with increased diversity of people, product portfolio, market segments, and customer exposure.

More opportunity, no question.

With that, let me turn the call over to Doug, who will cover the financial details of our transaction, as well as offer a brief review of our September-quarter performance and December 2015 outlook.

Thank you, Martin.

I'm going to start with the transaction summary, which you can see on slide 12.

Lam Research will acquire all of the outstanding KLA-Tencor shares in a cash and stock transaction that values KLA at $10.6 billion in equity value, or approximately $67.02 per share.

The deal provides that KLA-Tencor stockholders may elect to receive, in exchange for their shares, the economic equivalent of $32 in cash and 0.5 of a share of Lam Research common stock in all cash, stock, or mixed consideration, subject to proration, as more fully described in the merger agreement.

To finance the purchase, Lam will issue approximately 80 million new shares, and approximately $3.9 billion of new debt.

We are committed to maintaining an investment grade rating.

The combined Company will have a healthy cash position of approximately $5.3 billion, and a very strong cash flow generation profile.

We expect to begin deleveraging soon after closing, with an objective to get below 2.5 times gross debt to EBITDA as soon as possible.

As Martin mentioned, we expect to realize $250 million of annualized cost synergies within the first 18 to 24 months of close, as well as approximately $600 million in annualized revenue synergies by 2020.

We expect the transaction to be accretive on an earnings and free cash flow per share basis during the 12 months after closing.

The combined Company will retain the Lam Research name.

Martin Anstice will lead the company as CEO, and we anticipate a combined company leadership team, with strong representation from both companies across all functions.

Lam's Chairman, Steve Newberry, will continue in that role, and two Board members from KLA will join the combined Company Board, effective as of the time of closing.

As mentioned earlier, the Boards of both companies have unanimously approved the transaction.

The transaction is subject to customary regulatory approvals, and the approval of both Lam and KLA shareholders.

We've already begun integration planning, and our efforts will be helped significantly by our close geographical proximity, our long history of close collaboration, as well as our collective experience of successfully integrating companies.

We currently estimate receiving all approvals on a timely basis, and that the transaction can be funded and closed in mid 2016.

Martin has already highlighted many of the financial benefits of the transaction.

I would like to take that a step further and shed some light on how we view the combined companies' financial model.

That starts with the sizable expansion of the revenue opportunity and increased diversity of our business.

Given the complementary market leadership positions that each Company enjoys, and no product overlap, the combined Company will be positioned to address approximately 45% of the WFE market by 2018.

The combined Company will also derive approximately a quarter of its revenues from its larger installed base.

We will have a more balanced exposure across all customers and market segments.

In the 2017-2018 timeframe, assuming a $35 billion WFE, we expect a combined Company target model of approximately $10 billion in revenue, an industry-leading performance, highlighted by non-GAAP operating margins of approximately 27%.

These profitability levels enable a continued strong and sustainable commitment to R&D, and to the uncompromised delivery of leading technology and productivity offerings, as we leverage the combined strengths of the two companies to deliver on customer commitments.

Martin mentioned in his comments the multiple value creation levers that we have as a combined Company.

In addition to the expanded market, revenue synergies, and strong profitability levels, we will be augmenting returns through deleveraging the balance sheet, and continuing to pursue our capital return program, including a sustained quarterly cash dividend, in line with Lam's current practice, and a bias towards continuing share repurchases once we reach our leverage target.

Speaking as Lam's CFO, this is an exciting transaction from a financial perspective, providing outstanding opportunities to invest in growth, and create additional value for our customers, employees, and shareholders.

Let me switch gears, and now spend a few minutes on our September-quarter results, guidance for September, and I'll also provide some color on our preliminary views of 2016.

All numbers will be presented on a non-GAAP basis.

The September quarter marked yet another period of out-performance for Lam, once again featuring record revenue and operating income.

Results came in at or above the midpoint of our guided ranges across all metrics.

September-quarter revenues of $1.6 billion and shipments of $1.58 billion were both right at the midpoint of guidance.

As expected, memory shipments were strong during the quarter.

The combined memory segment made up 72% of total system shipments, compared to 16% in the prior quarter.

NAND and other non-volatile memory accounted for 40% of the shipments.

NAND investment in the quarter was primarily directed towards investments in 3D NAND.

DRAM shipments represented 32% of system shipments, which was down a little bit from 37% in the prior quarter.

Shipments to our foundry customers were at 18% of system shipments and finally, the logic and other segment accounted for 10% of system shipments.

Non-GAAP gross margins came in at 46.5%, which was at the high end of our guidance.

The strength was driven by better mix and stronger manufacturing absorption.

Operating expense came in at $364 million, which resulted in operating income of 23.8%.

Non-GAAP earnings per share of $1.82 ended up above the high end of our guidance.

Let me now turn to December.

As we previously indicated, we expect shipments down sequentially, coming in at $1.275 billion plus or minus $75 million.

We expect revenue of $1.41 billion, again, plus or minus $75 million.

The forecast in gross margin of 45.5%, plus or minus a percentage point.

Operating income of 20.5%, again plus or minus a percentage point.

And finally earnings per share of $1.42, plus or minus $0.10.

September's results, combined with the midpoint of December guidance, positions us for our third consecutive calendar year of 20% revenue growth, driven by our strong position in the technology inflections.

As we look forward to 2016, while it is still a little bit too early to quantify from a numerical perspective, we continue to believe, based on market demand as well as [planning] conversations with our customers, there will be a healthy level of investment across a number of segments next year.

In the NAND segment, we see positive momentum driven by continued deployment of 3D NAND to meet the requirements of the growing SSD market.

With approximately 10% of the installed base 3D capable by the end of this year, we see the opportunity for continued strong investment in this segment.

In DRAM, we view our customers as disciplined in matching supply with demand.

We expect diligent investments in 20-nanometer conversions, given the high customer ROI, at this node.

And we also expect initial shipments for 1x nanometer DRAM in late 2016.

In the foundry segment, we continue to see that investments are focused on FinFET adoption at a number of customers.

Development at the leading edge for the multi-patterning intensive technology transition from first to second generation FinFET is progressing, and we anticipate will lead to shipments in 2016 for 10-nanometer capability.

As a result of these trends, our early view is that 2016 WFE spending could be flat, to maybe slightly down.

However, we expect our SAM to increase year on year, as a greater share of WFE is directed to critical technology inflection-driven spending.

As is customary, I'd just add that the outlook I just shared with you is predicated on a stable macroeconomic environment.

With that, let me turn the call to Bren, who will cover KLA's results and guidance.

Thank you Doug, and good morning, everyone.

Before I get started, I just want to highlight that the reconciliation of US GAAP to non-GAAP results can be found on our website at KLA-Tencor.com.

Q1 was a good quarter for KLA-Tencor, with the company delivering results above the guided range for bookings and non-GAAP earnings per share, and with revenue finishing at the top end of the range of guidance, demonstrating KLA-Tencor's market leadership, the strength of our business model, and solid operational execution.

My comments on the quarter will be focused on the non-GAAP results, which exclude the adjustments covered in the press release.

Revenue for the quarter was $643 million, and fully diluted non-GAAP earnings per share was $0.71, above the top end of the $0.46 to $0.66 guidance range.

New orders in Q1 grew 8% sequentially to $725 million, and finished 32% above the midpoint of order guidance.

We experienced good momentum in order activity in the quarter, and demand was strong across each of our end markets, highlighted by strong foundry demand for both leading edge and 28-nanometer requirements, as well as incremental upside in 10-nanometer mask inspection demand.

We are particularly excited about the strong demand we are experiencing for leading-edge mask inspection tools to support 10-nanometer development, as we had our strongest quarter for this product family since December of 2011.

With the deployment of multi-patterning and other advanced device architectures in leading edge logic and foundry, reticle design is becoming increasingly more complex.

The upside in mask-inspection demand not only reflects KLA-Tencor's technology and market leadership in this key inspection market, it also indicates our customers are moving forward with their schedules for 10-nanometer development in calendar year 2016.

As we look ahead to the December quarter and into next calendar year, we expect continued order momentum.

We are on track to ship multiple units of Gen 5, our latest generation broadband plasma wafer inspection platform in the December quarter, and expect the combination of new product demand in optical wafer inspection, as well as the mask-inspection demand I just discussed, to set the stage for what we are planning to be a solid year in 2016.

Foundry was 44% of new system orders in September, and up strongly on a sequential basis, both in terms of percentage of total orders and absolute dollars, compared with the June quarter.

Memory was 37% of new orders for Q1, with the majority of the demand focused on NAND activities.

Logic was 19% of new system orders in September.

Consistent with our original view of timing of initial shipments for 10-nanometer development for both logic and foundry customers, these orders are expected to ship in the middle of calendar year 2016.

Turning now to the distribution of orders by product group, wafer inspection was approximately 43% of new system orders.

Patterning, which now includes reticle inspection, was approximately 30%.

Service was 25%, and non-semi, was approximately 2%.

Total shipments in the quarter were $635 million, and within the guided range of $610 million to $690 million.

In total, we ended the quarter with $1.3 billion of total backlog, comprised of $1.1 billion of shipment backlog for orders that had not yet shipped to customers and expect to ship over the next six to nine months, and $214 million of revenue backlog, or products that have shipped and invoiced, but have not yet been signed off by customers.

Looking forward, we are modeling December quarter shipments in the range of $660 million to $740 million.

Turning now to the income statement, revenue was $643 million, finishing at the top end of the range of guidance for the quarter.

Gross margin was 58.7%, slightly up compared with the June quarter on lower revenue, benefiting from a more favorable product mix, and lower parts expenses in our service business than we originally modeled in the quarter.

We expect gross margin to be in the range of 57.5% to 58.5% in December.

Total operating expenses were $206 million, down $8 million compared with the June quarter, finishing below our guidance of $212 million, and approximately $34 million lower than the September quarter of 2014.

The lower operating expense levels we are seeing today are the results of the cost actions we took earlier this year.

We expect quarterly operating expense levels to remain in the range of $205 million to $210 million over the next several quarters.

Our effective tax rate was 22.6% in the quarter, in line with our long-term planning rate of 22%.

Finally, net income was $112 million, or $0.71 per fully diluted share, and we ended the quarter with 158 million fully diluted shares outstanding.

I'll now turn to some brief highlights from the balance sheet and our cash flow statement.

Cash and investments ended the quarter at $2.3 billion.

Cash from operations was $194 million in the quarter, and free cash flow was $186 million.

In the quarter, we paid $82 million in regular dividends, and repurchased $143 million of shares in our common stock in the period.

We also made a supplemental payment of $40 million towards our outstanding term loan.

In conclusion, although there is always some uncertainty as to the pace and magnitude of industry CapEx, in calendar year 2016, given our market leadership, new product revenue, and with the benefit of our leaner cost structure, KLA-Tencor is well positioned for strong relative performance in the coming year.

Now, for guidance for the December quarter.

Bookings are expected to be flat at the midpoint compared with Q1, and in the range of $625 million to $825 million.

Revenue for the quarter is expected to be between $670 million and $730 million, with non-GAAP earnings in the range of $0.75 to $0.95 per share.

This concludes our remarks on the quarter.

I'll now turn the call back over to Martin.

Martin?

Thank you Bren.

As should be clear from our comments this morning, we see substantial value creation opportunities ahead for our organization, our customers, and our stockholders, by virtue of combining Lam Research and KLA-Tencor.

We recognize both the opportunity and challenge in combining two large companies, and we understand that our demonstrated execution is a necessary component of sustaining and building trust with all stakeholders.

As demonstrated with the integration of Novellus and subsequent out-performance, we are confident and completely invested in meeting that expectation, and sincerely appreciate your ongoing support.

As was just summarized by our two CFOs and stand alone Companys' press release today, the headlines of current- and short-term future performance are clear.

Both companies reported and guided a strong first-half 2015, second-half 2015 revenue balance.

Both exceeded earnings guidance in the September quarter, and exceeded earnings consensus for the December 2015 quarter.

Profitable growth is again reinforcement by demonstrated operational excellence, and leverage from flexible business models in both companies.

New product introduction is a prevalent theme for the combined portfolio going into 2016, a year where we align to the consensus of flat to slightly down WFE, with a second-half 2016 slightly stronger than the first half of 2016.

Significantly, at the combined Company level, we anticipated a growing SAM calendar 2016 over 2015.

For Lam in large part, this is the inflection story generating out-performance opportunity.

For KLA in large part, this is a commentary on mix and new products, with slightly stronger allocation to logic spending than memory, when compared to 2015.

Longer term, the strategic rationale and growth opportunities lie in our combined ability to create a new paradigm of process enablement, to support our customers as they address unprecedented, economic and scaling challenges in their industry.

As a combined company, we will continue our focus on the technology leadership and investments critical to success in the inflections of today and tomorrow, enhancing our ability to deliver value to customers, while also expanding our SAM and strategic relevance.

We also remain committed to operational excellence and profitable growth, with returns enhanced both by achieving the cost and revenue synergies available in this transaction, and by continuing our commitments of returning additional value to stockholders.

In closing, the combination of Lam Research and KLA-Tencor will allow us to move faster, innovate better, scale efficiencies, and ultimately provide more value to our customers, their customers and our stockholders.

We are very excited to get started on this journey.

And with that, we are happy to take some questions.

(Operator Instructions)

Jim Covello, Goldman Sachs.

Congratulations to both companies on the announcement.

Martin, first question, when you talk about the revenue synergies, can you help us understand a little bit how you are thinking about the revenue synergies for in situ versus stand alone tools in the combined entity going forward?

First of all, Jim, thanks for the sentiment.

And the way we think about it is that in the world of the complexity that I described for our customers, there is tremendous uncertainty about lots of things, materials, process, device architectures and structures, and to some extent, there is uncertainty relative to how they solve some of these problems.

So putting ourselves on the inside of this conversation is the space where we want to be, where whatever trajectory is valuable to our customers from an integrated perspective, stand alone perspective, real-time process controls perspective, we will have put together a portfolio of sensors, algorithms, analytics software, and process and metrology measurement systems where we can respond proactively, and I think, meet expectations.

So we are not planning to go to market with the answer to this question.

We have lots of ideas, and we have lots of strategies in place already, but as you know, in this industry, responding to needs of customers and supporting their choices is an important foundation of success.

That's incredibly helpful perspective.

Thank you.

As a follow-up, staying on the same topic, can you help us think a little bit about the general trend that you and others have discussed toward integrating process control with processing tools, whether it is in situ or stand alone, versus the historical customer thoughts or concerns around having their process control neutrality, if you will?

In other words, having a neutral process control provider.

Is it just the dynamic where the process control requirements and the processing requirements are getting so stringent that customers have to give up some of their desire to have neutrality with their process control provider?

Yes, just to be clear, this is not about dominance.

This is about creating more choices and more solutions for customers.

There clearly is demonstrated momentum in the conversation of integrated and realtime process control, I think it's early days.

Again, this combination creates a situation where we are going to be right at the center of enabling the choices of our customer.

I think that's the right place for us to be.

Farhan Ahmad, Credit Suisse.

Congratulations on the great deal.

First question, Martin, is really talking about your growth rates of the two companies.

If I look at the CAGR over last five years, Lam and others have grown at 5% CAGR, and KLA has been growing at about half of that rate.

When we look at the industry drivers, which you have clearly outlined in the analyst days over the last two or three years, Lam has been very well exposed to some of the inflections that are happening in the industry.

So as you think about the growth rate of the combined Company, does it slow down once you acquire KLA?

And can you just help us understand how are you thinking about the effect on your growth, as you were looking at the acquisition?

Yes, I think as we tried to articulate in the prepared comments, we are really excited about the opportunity.

And stating the obvious, this is about absolute dollars of growth, not percentages.

That's the fundamental measurement of the performance of companies, and we see a tremendous platform of foundation in both companies for growth.

I think we articulated slightly different reasons why in the 2016 and 2015 comparisons, both companies out perform.

The inflection story of Lam we have talked about for many years is still a great platform, a great story, and long may that continue, and we are supplementing that with a new product wave from KLA-Tencor, and we are supplementing that with more balance from a segment exposure point of view.

And in the 2016 to 2015 transition, that is a very positive momentum for the KLA company, and in turn, combined company.

So we are really pleased about the growth trajectory, the profitable growth trajectory of both companies.

Thank you.

And then as a follow-up, one question for Rick.

If you can just talk about, your Gen 5 platform is about to be introduced.

So why sell the Company at this point when you know you have a great product story coming up?

Thanks.

Well the Gen 5 is doing extremely well.

We have had several customer engagements, as we have talked, and as we mentioned in the prepared remarks, we will be shipping those initial shippers by the end of the calendar year, so I'm very excited about that.

I really look at this combination not as selling the Company but becoming a part of a big industry powerhouse, really, where we are going to be able to provide great solutions for our customers as they work toward their challenges that they are facing in Moore's Law.

I think this enables the industry to move forward, and I'm very excited about it.

So I view it as the right next step for KLA-Tencor and for Lam.

Harlan Sur, JPMorgan.

This is Bill Peterson for Harlan.

Thanks for taking the question, and congratulations to both Lam and KLA teams on the deal.

I wonder if Martin, or if Rick have had conversations with customers, and how are the customers viewing this transaction?

Part of the question is because obviously last year, two industry leaders tried to combine, and it didn't happen, and there were some thoughts that some of the larger customers did not really, weren't keen on the transaction.

So I wanted to get your perspective on how customers view this potential transaction?

Yes, I think I'll take this one.

I mean, I have, and I think I've even spoken to this on prior calls.

I spent a lot of time in the last four to five years dialoguing with customers on their strategic challenges and how we might contribute to creating value and choices and solutions, as part of that.

And I think every customer in the world is going to articulate a value proposition around control and process, and that is a fundamental component of value.

There is obviously no product overlap here between these two companies.

It is about adjacency and it's about complements.

There is geographic proximity which makes the integration risk profile dramatically different, and the other transaction that you referred to.

So my instinct is it from the conversations I have had with customers, there is going to be a lot of support for this.

And I think in large part, that is a commentary on the motivations, and the motivations that we have stated, I hope, are really clear.

This is about enabling the future of long-term success for our customers, and in turn, creating opportunity for us, and that bias to focus on the customer, to build customer trust, to give him choices, is everything about the value, the culture of KLA-Tencor and Lam Research and that will continue.

Okay.

Great.

And then maybe switching more to the fundamental environment, you provided a view toward 2016, I believe Doug, on a recent call, at a different sell-side conference, talked about how the view 2016, the bias would be perhaps even up and now it is more flat to down.

I'm wondering what's changed since then.

What are the puts and takes, and what areas would you expect to drive it to more of a flat to down profile, versus maybe a prior view of perhaps being up?

Yes, I don't think we add anything to existing public disclosure on puts and takes.

The headline today is we support the consensus opinion of flat to slightly down at WFE.

There are a couple of elements to that.

One of them is meaningfully less DRAM investment next year, meaningfully more NAND investment next year, and flattish micro processor and logic and foundry, to maybe slightly up.

So that is a headline that I think is well established, as Doug said in his prepared comments, a very important headline to remember is in that context, KLA-Tencor and Lam Research both are projecting SAM expansion year over year, and both of us are projecting market share expansion as well.

I didn't comment about market share, but our customary 1% to 2% market share target is the platform of growth for us there.

So I hope that helps.

I think we have to take the next question in the interest of time.

Timothy Arcuri, Cowen and Company.

Congratulations.

Obviously, I love this deal.

So I have two questions.

Number one, Martin, can you talk about the dividend policy for the combined company?

Tim, I'll take it, it's Doug.

As we look forward, we are going to continue essentially the dividend level that Lam has today.

And as we've described before, we understand the expectation that dividends grow over time, and we will have a bias to continue to do that.

I want to emphasize though, Tim, that the main priority, at least in the near term, first and foremost, is going to be the profitable investment in the business.

Second is going to be deleverage the balance sheet, and third is going to be return to equity holders.

So that is kind of how we are thinking about it, at least until we get to that leverage target I communicated of 2.5 times gross debt to EBITDA, we are going to prioritize paying the debt down.

And relative to that 2.5 times ratio, we are targeting 12 to 18 months to get to that point.

Should happen in 2017, Tim.

Got it.

Okay.

Thanks so much.

So I guess just, second question is really on the timing of the deal.

As I said, obviously I see that this deal makes tons of sense, but why, why now?

Is it something on EUV, did something change in the marketplace the last couple of quarters?

I'm just curious, why now?

Thanks.

I'm sorry to say it is not because you said you liked the deal.

The why now answer is, it's pretty straightforward.

This is a commentary on opportunity, it's a commentary on capability of combined companies, and it is a commentary on the needs from our customers and the industry.

The foundation from two stand alone companies is strong, and architecting strategic change of this nature is better done from a position of strength.

And so we see a tremendous opportunity, we do believe, as I've said, there will be support, there is support for there type of combination, which respects and promotes the long-term interest of our customers.

And we certainly believe, having executed not quite on the same scale, but executed a merger integration with Lam and Novellus, we have experience, we have a competency and capability to make sure we do not compromise on the commitments made to customers of stand alone companies, and we execute better and stronger together.

C.J. Muse with Evercore.

Congrats to all of you on the deal.

I guess first question Martin, I'm just taking a step back, the narrative for Lam over the last two years was best growth in the industry leveraged, although the right technology transitions.

With this transaction, that narrative seems to be changing a bit.

So curious, what do you see in the future, and/or what has occurred that changed a bit?

Is it the fact that we are maturing?

Are challenges to Moore's law, is it a vision that increased scale is really necessary to compete in that world?

We'd love to hear your thoughts.

Well actually, I would probably contend the premise in your question, I don't think this is a fundamental recharacterization of the message from our company.

We are absolutely focused on outperformance, we are absolutely focused on operational excellence, we are absolutely focused on expanding profitability faster than we are revenues, and I think there is plenty of opportunity to do that, as a combined company.

This is a very strategic transaction, it is a commentary on a long-term commitment to our customers, and for sure, scale and breadth of portfolio is better than not.

For sure, as I said, we have more diversity, more competency, more capability, more learning.

The quality of fundamental research and product and services development will be higher as a result of this transaction.

But I think at a very fundamental level, the outperformance commentary of this combined company is still a great value proposition.

Excellent.

And just as a quick follow-up, Doug, can you share your early thoughts on what the long-term tax rate will be for the combined entity, given you're about what?

6, 7 points below KLA?

Yes C.J., if I was you I would model something part way between both companies.

Obviously part of when we do integration, we'll be working on some tax planning.

But for modeling purposes, I'd split the difference right now.

Atif Malik, Citigroup.

Congratulations to both teams on the merger.

Martin, the first question, can you compare this deal to the Novellus deal?

When I look at it on cost synergies level as well as product overlap, very similar there is no overlap.

The revenue synergies are a little bit tough to understand given that you applied have not been successful in growing the process control with the process capability.

So we'll have to get an understanding of what two or three applications are you looking at, in terms of revenue synergies?

And then I have a follow-up.

Well I mean I guess the obvious statement to make relative to the comparison is, this is bigger, which means our expectations are higher.

And I think I agree with the essence of the comparison you just made.

I think you know, what is the differentiation, what is the distinction in our strategy, versus any competitive strategy?

Our focus is on process excellence.

These are two companies that have well-established positions of leadership, and as we have talked about many times, you have to have positions of leadership.

You have to give customers choices.

You have to respect their ability to deliver competitive differentiation, as much as your own.

And I think with those biases, and with that philosophy, there are again, plenty of opportunities around 3D device architecture, and around the logic road maps for us to open up process windows, for us to deliver more predictable solutions to our customers, and for us to break through the historic challenges associated with streamlining, optimizing the process and process control arena.

This is the first company that will have ever had the competency and capability that we will bring to our customers.

One other thought.

As you know, the adoption of inspection and measurement in memory manufacturing is lower than it is in logic and foundry.

It's my belief that one of the reasons for that is particularly in 3D NAND, is the fact that we are held off from the process.

I think this combination allows the inspection of metrology much more to be part of the integration of those, and that becomes more important.

It is not like our customers aren't struggling with yield on 3D, we know they are.

This enables us to provide more capability, helps them get their yield, and at the same time provides market opportunity for the combined Company.

I think that's really exciting.

Great and then as a follow-up, if you can comment on the NAND spending environment for next year.

ASM on its call last week mentioned that the NAND spending on 3D especially could be lower than this year, given that it is one fab that is already fully ramped on the greenfield level but then there's brownfield trap.

I would love to get your thoughts on how you are looking at NAND spending within that flat to down outlook.

Yes, we don't align to the statements and the representations you just made at all.

So our view of NAND spending in calendar 2016 is that it is higher than the calendar 2015 spend level.

About 95% of the spending is invested and directed to the 3D device transition.

We see universal commitments to that technology transition from our customers.

And I think the commentary from almost every customer around the import of this transition is a very positive one.

We believe that the 3D NAND chip capacity by the end of this year is around 160,000 wafer starts per month, and our best estimate is somewhere between 350,000 and 400,000 wafer starts by the end of next calendar year.

We would expect somewhere similar to or maybe a tweak more capacity in qualification at the end of next year compared to this, and that is really just a statement on what is normal in a transition of this scale.

The 3D NAND investments we think is a very prominent theme, and one that we are well-positioned for.

Krish Sankar, Bank of America Merrill Lynch.

I jumped in a little late.

Congrats, both Martin and Rick on the deal.

A couple of quick questions.

One is clearly both Lam and KLA as a stand alone company have had a very product-focused approach.

When I look at the Lam Novellus deal you got out of several products like PVDs, because there were ultimate synergies.

I'm wondering to the extent you answer, are there any products that exist now that you have KLA under your belt to get revenue or cost synergies?

And then I have a follow-up.

I don't know if I would really point to a PVD decision as a necessary or particularly material component delivering synergies, it was a pretty small investment level.

But to your question, we have, I think -- both companies are run very well, both companies take strat planning and operational planning very seriously.

Both companies have high bars for investment, investing in the future of our businesses.

And more or less, I think the road maps of both companies are valid together, as much as they were separately.

That said, we have a really strong set of executives as a result of this combination, and they will continue to take ownership for refinements as appropriate, from whatever learning and opportunities and feedback we have from customers.

But I think the basic headline is, as is.

Got it.

As a follow-up, what is the break-up fee that is involved in the deal and were there other businesses that you looked at, that you thought would be more attractive?

Or you think this was the way to go, given the size and scale required?

Krish, the break up fee is pretty customary, and you'll see it once we file the prospectus.

It's approximately $300 million, little less than $300 million.

Martin, you want to come in?

No.

This is the right deal at the right time, Krish.

Steven Chin, UBS.

Also my congratulations on the deal.

I just have a follow-up question on the potential EPS value created from the merger, Martin.

I think Doug may have said it, WFE is $35 billion, and you could hit an operating margin target.

I'm getting to a combined EPS of around $8 or so, which just seems the higher share count and some more interest expense from the debt.

That looks like it is higher by about 10% to 20% in the Lam EPS potential you shared at SEMICON West.

My question is, I just wanted to make sure we were in the ballpark of where this potential EPS could be, and this is one of the reasons why this combined company is better than the stand alone?

Yes Steven, I mean, I gave you a model that said $10 billion and 27%, I mean just things to think about.

The interest rate on the debt is going to be kind of high 3 as a percentage.

I've already given you how much debt needed to get raised, so you can solve for that.

We told you that the deal will be accretive within the first 12 months, and will get more accretive as you go out in time.

I'm not going to confirm the numbers that you just went through, but there is an accretive transaction.

This is a transaction that is good for shareholders, it's good for the combined companies.

We are really excited about where we are going with our numbers.

Thanks for that Doug.

And then Martin, there is a general market perception out there, that KLA's market is in decline.

I think you did a pretty good job explaining why you disagree with that.

Could you share any color on what the customers may think of this deal?

And did customers also encourage you to consider merging with KLA?

Thanks.

I don't know that I would go quite as far as your last statement.

But as I said in response to a similar question earlier, I spent a lot of time dialoguing with customers in the last few years around strategic opportunities for our Company, to gather their perspective and their requirements, and their motivations and to integrate that.

Because I want, appropriately, customers invested in the success of our company, in whatever form that exists.

And I believe that there is a very compelling perspective from customers around value from opening up process windows, delivering more predictable results on wafer, and to Rick's point, technology enablement is the first contribution for us to make.

Productivity is the second and there are as many economic challenges in the future of our industry and our customers, as there are technical.

And we think this is a very fundamental paradigm, which the combination allows us to pursue.

Weston Twigg, Pacific Crest.

Thanks for taking my question, and not to be a downer.

I was wondering if you could maybe take a stab at giving us an idea of what your technical model might look like if demand is not $35 billion WFE, like what if it's $30 billion?

Can you give us a ballpark view on what the target model might look like in that range?

Yes, it will be lower, Wes.

That's ballpark.

I think if you really want to do scenario planning, you can look at the public commentary from both companies.

We've both had financial models that have been out there.

You can look at the way I'm putting the two together in the $35 billion scenario, Wes, and I think you can smooth between what you think the world looks like, just by doing that.

Okay.

Fair enough.

And then just on the revenue synergies, the $600 million, I was wondering if maybe you could help us understand a little bit more specifically where the opportunities are.

Is it primarily just the new value of the combined solutions, or do you see specific segments that you expect to grow a bit faster that you could comment on?

A little more color on how you get to that $600 million.

Frankly speaking, there is a limit to how much of that conversation I would want to have.

We've done a lot of work in preparation for this conversation to validate the $600 million, and obviously, there is a competitive components to messaging in the public domain.

So slide 8 in our deck today, which describes how we plan to deliver differentiated technology solutions together, is the best way to answer the question.

We do see there are very important opportunities to use metrology information to strengthen the fundamental value proposition of deposition, etch and clean solutions in the logic space, around FinFET, and next generation gates.

The multi-patterning process flow is not the cheapest process flow in the world as everybody has discussed, and so any opportunity we have to improve productivity, increase yields, open our process windows, is a tremendous value proposition that will be new products and services, I hope, over time.

And more capable etch and deposition and clean systems.

In 3D NAND, I think Rick already answered the question.

There are opportunities in 3D NAND that's illustrative where one company gets earlier access to an inflection in the industry, and we have an opportunity here to normalize, to make sure every part of process, process control, combined company gets early access to technology inflections, and gets in the best position possible to make appropriate investments and deliver differentiated solutions.

So a broad cross section of plays, fundamental value, with strength in what we have.

Second is supplement, and we will be taking a very measured approach through that.

As all of you know, it takes a long time in this industry to deliver new capability, which is why the revenue projection is biased to the beyond this 2018 reference point.

Patrick Ho, Stifel Nicholas.

Congrats and good luck to both teams there.

Martin maybe for you, you have obviously displayed the growth, particularly for yourselves in the etch and deposition markets, and the SAM story you have detailed.

Maybe going back to your talk about innovation, accelerating it and the revenue synergy potentials, do you believe some of your SAM expansion potential can pull process control and maybe get it out of the current rut that it is in?

And maybe help grow that SAM as well?

I'm not sure I exactly get your question.

But I mean, do I see SAM expansion opportunities in the process space of the Company?

I think the answer to that question is yes, and we are obviously not going to get so specific.

So again, the headline here is increase the competitiveness, increase the competency and capability of the established portfolio in both companies, by virtue of more learning and more understanding, and great teams that are really excited about an opportunity to work together.

We, obviously, have had very limited interactions of technology teams, in preparation for this announcement.

But some, and I would say the appetite and the enthusiasm in that community, to create value in ways that are not available to stand alone companies, is extraordinary.

I mean, I am really excited about what we are going to see when really smart people get together and have an opportunity to do something they've not yet had an opportunity to do.

SAM expansion, market share, new products, new services.

A lot of work and we are going to be very focused on doing the right thing to support choices and value for our customer.

All right that's helpful.

Maybe for Doug specifically on the cost synergy targets.

You have outlined over $250 million.

These are obviously two very different companies in terms of process and process control.

I guess what are some of maybe the high level cost synergies that we can look at today, in terms of that target that you are setting out there?

Because there is not the immediate process of synergies that you can get, like you've seen in other deals.

What are some of the steps you'll take to get to that target?

Yes Patrick, at this point, we have done a reasonable amount of homework.

That was part of diligence process we went through.

When I look at the cost synergies, I think about a third of it comes from the cost of goods sold line.

There is some commonality there, although as you know, there is not a ton.

Two-thirds of it probably come from operating expenses, and that is going to have a heavy bias toward the SG&A functions, and probably not a whole lot in R&D.

Half of this will be headcount, and half of it will be non-headcount related synergies, at least the way we are looking at it today.

And we are going to be very light on R&D, right?

The objective here isn't to do a whole lot on R&D, so we'll be very careful how we are looking at that area.

Just to repeat what I hope is a very clear headline.

This is not about reducing costs.

It is a necessary component of bringing two companies together, but this is all about creating a fundamental new value proposition in our industry to benefit our customers.

Very strategic.

So please help us not lose sight of that message.

Romit Shah, Nomura.

Romit, are you there?

(Operator Instructions)

Romit?

Three, two, one.

Audrey, please close.

Once again, we'd like to thank you all for joining us today.

A replay of our call will be available on LamResearch.com.

Thank you.

Operator, that concludes our call.

Thank you.

Once again, that does conclude today's conference call.

Thank you for your participation.