美光科技 (MU) 2012 Q3 法說會逐字稿

Good afternoon.

My name is Huey, and I will be your conference facilitator today.

At this time I would like to welcome everyone to Micron Technology's third-quarter 2012 financial-release conference call.

All lines have been placed on mute to prevent any background noise.

After the speakers' remarks, there will be a question-and-answer period.

(Operator Instructions)

It is now my pleasure to turn the floor over to your host, Kipp Bedard.

Sir, you may begin your conference.

Thank you very much.

I would also like to welcome everyone to Micron Technology's third-quarter 2012 financial-release conference call.

On the call today is Mark Durcan, CEO and Director; Mark Adams, President; and Mr. Ron Foster, Chief Financial Officer and Vice President of Finance.

This conference call, including audio and slides, is also available on Micron's website at micron.com.

If you have not had an opportunity to review the third-quarter 2012 financial press release, again, it is available on our website at micron.com.

Our call will be approximately 60 minutes in length.

There will be an audio replay of this call accessed by dialing 404-537-3406, with a confirmation code of 90798592.

This replay will run through Wednesday, June 27, 2012 at 5.30 PM Mountain Time.

A webcast replay will be available on the Company's website until June 2013.

We encourage you to monitor our website, again, at micron.com throughout the quarter for the most current information on the Company, including information on the various financial conferences that we will be attending.

Please note the following safe harbor statement.

During the course of this meeting we may make projections or other forward-looking statements regarding future events or the future financial performance of the Company and the industry.

We wish to caution you that such statements are predictions and that actual events or results may differ materially.

We refer you to the documents the Company files on a consolidated basis from time to time with the Securities and Exchange Commission, specifically the Company's most recent Form 10-K and Form 10-Q.

These documents contain and identify important factors that could cause the actual results for the Company on a consolidated basis to differ materially from those contained in our projections or forward-looking statements.

These certain factors can be found in the investor relations section of Micron's website.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

We are under no duty to update any of the forward-looking statements after the date of the presentation to conform these statements to actual results.

I'll now turn the call over to Mark Durcan.

Mark?

Thanks, Kipp.

I'd like to start today by giving a brief overview of the quarter, including some color on where we performed well and where we need to improve our execution.

After some thoughts and discussion on Company strategy, I'll turn it over to Ron for a financial summary, and we'll close our preliminary comments with Mark Adams providing an update on the market conditions and key developments in our business units.

Revenue in the quarter obviously exceeded expectations as a result of solid manufacturing performance and good work on inventory improvement by our business units and sales force.

There is yet room for improvement on inventory management, but it was certainly gratifying to see the results this quarter.

And with the closing of the Intel JV restructuring, we expect benefit from an ongoing structural improvement in our NAND inventory turns.

In the quarter we completed rollout of a new supply chain management infrastructure, and there were a few inevitable bumps along the way.

The process is complete, and we look forward to building from here to new levels of customer service and responsiveness.

The 30 nanometer DRAM yield ramp picked up steam during the quarter in all three DRAM manufacturing facilities, and is now focused predominately on higher density 4 gigabit DRAM products.

The technology team made solid progress on a number of new technology nodes, including NAND, DRAM, NOR, PCM, and some emerging memory part types.

The DRAM market found its footing during the quarter, and while the NAND market softened significantly, since quarter end we've seen improved stability here, also.

Mark Adams and Ron Foster will comment more on all these areas.

Given the current memory industry climate and changes here over the last four months, I'd like to spend a few minutes sharing some thoughts on the opportunities currently presenting themselves to Micron and on our path forward.

Two weeks ago, I marked my 25th anniversary at Micron.

When I started, we had 1.5 inch wafer fabs and goats grazing out the front.

I've clearly seen many changes in the Company, as well as in the competitive landscape of our industry.

One constant has been Micron emerging from tumultuous times as not only a survivor, but a stronger Company.

While the memory markets are obviously somewhat soft currently, we believe they are bottoming, and we will have the wind more to our backs moving into the second half of the year.

We have taken steps over the years to broaden our product portfolio, improve our cost competitiveness, strengthen our technology position, and capitalize on the right strategic opportunities when they arise.

It is my intent to continue to move in this direction.

My focus is on building an operating and financial model that can deliver sustainable free cash flow and dependable ROI.

There are many levers to pull in order to achieve these goals.

As always, technology, capital efficiency, product differentiation, close customer engagement, effective sales channels, timely and low-cost investment, and manufacturing efficiency and effectiveness are key to optimizing our results.

In addition, however, being cognizant of and reacting appropriately to memory industry supply and demand dynamics is important to achieving this result.

There is currently considerable interest, of course in whether Micron will consummate a purchase of Elpida, which represents 15% to 20% of the DRAM industry capacity.

As most of you are aware, we announced previously that we were selected to negotiate exclusively to become the sponsor for Elpida in the bankruptcy process.

We are in a unique strategic and financial position to take a look at this opportunity, and are interested in pursuing it if it can be done under the right terms and conditions.

In my mind, these include making sure we do not unnecessarily dilute our equity nor incur excessive interest-bearing debt that might overly hamper our flexibility moving forward.

A deal with Elpida in this context should enhance our scale and operating expense efficiency.

Elpida also has a strong product portfolio, leading-edge technology, strong IP, and a talented workforce.

I think our track record of successful M&A transactions, which, by the way, includes avoiding deals which do not fit financially and strategically, speaks for itself.

If a deal cannot be done on terms that are acceptable to us, I want to emphasize that we are also comfortable with our organic opportunities.

Our customer base is fantastic, and almost all are looking to do more business with Micron.

Let me give you a couple of examples of other things you can expect we will be doing outside of the effective ongoing management of the existing core business.

On the product and technology front, two key opportunities include our Hybrid Memory Cube and enterprise SSD products.

These premium products are pushing Micron further up the value chain with our customers, and will help improve our margin structure over the long-term.

The key to success in these, and other more system-oriented memory solutions we are pursuing, are the right partnerships up and down the value chain, including those with suppliers, customers, and service providers.

We will continue to forge close relationships with other parties to ensure that Micron's solutions are the most widely available, flexibly configured, and most value add for our customers in the end markets.

While we are building core competencies internally to support these initiatives, I believe we can best enhance return for our shareholders by partnering closely with industry leaders in adjacent spaces to optimally leverage our individual strengths.

We've got a good history of success in this area, and existing partnerships to continue to evolve, and new ones to emerge.

Mark Adams will cover a few highlights on some previously announced system products during his market discussion later on.

On the cost and capital efficiency front, we recently took the tough but necessary steps to terminate our Transform Solar joint venture.

While we felt that our technology was strong, the marketplace dynamics did not support ongoing and potential future capital investments which would have been required in order to move the business forward.

We will continue to scrutinize all of our businesses to ensure we're focused on the right opportunities, and managing our capital resources efficiently.

While I won't rule out future diversification into new product areas where we bring significant core competencies to bear, right now we have meaningful opportunities to differentiate and grow in memory and memory systems markets, so you should expect our investment focus to be there.

I'll stop here and turn it over to Ron and Mark before returning for Q&A.

Thanks, Mark.

The Company's third quarter of fiscal 2012 ended on May 31.

As usual, we provide a schedule containing certain key results for the quarter, as well as certain guidance for the next quarter.

That material is presented on a few slides that follow, as well as on our website.

The third-quarter results posted a net loss of $320 million, or $0.32 per share on net sales of $2.2 billion.

The higher revenue in the third quarter came primarily from higher DRAM sales volume.

Consolidated gross margin was relatively flat compared to the previous quarter, reflecting improved margins on sales of DRAM products, offset by lower margins on NAND.

Micron entered into a settlement agreement with a customer after our second-quarter earnings release but before the filing of the quarterly report 10-Q with the SEC.

As a result, a $58 million accrual was pushed back into the second-quarter results as a charge against DRAM and DSG revenue, and was reflected in the Q2 10-Q filing.

This accrual is also reflected in the second-quarter results presented today.

The cash payment to the customer occurred in the third quarter.

Inotera continues to improve both production and output, as well as yields.

Our share of Inotera's results reflects this improvement, although it is still a net loss in the third quarter of $38 million.

In the second quarter, we entered into a short-term loan to Inotera for $133 million.

In the third quarter, Inotera repaid the loan, and Micron made an equity investment of $170 million, increasing our ownership interest from 30% to 40%.

This entitles us to an increased share of 30-nanometer node output in the future.

As Mark mentioned during the third quarter, the Board of Directors of Transform, a development-stage joint venture in which we have a 50% ownership interest, announced a plan to discontinue operations and liquidate the company.

As a result, Micron recognized a charge of $69 million in the third quarter, and the equity method investment balance was reduced to $0.

Micron leases certain fabrication and other facilities to Transform, which we expect to be terminated and the facilities reverted back to Micron.

Depreciation and amortization decreased in the third quarter to $546 million as certain production equipment, primarily in the Lehigh and Virginia NAND, and 200-millimeter NOR operations, have become fully depreciated.

We anticipate a further reduction in the fourth-quarter depreciation in the $515 million to $520 million range.

The income tax benefit in the third quarter reflects a $42 million benefit from the favorable resolution of an uncertain tax position in a non-US jurisdiction that arose over several previous years.

The original amount of the accrual came through the Numonyx acquisition, where we had an indemnification for exposure prior to the acquisition date.

As I mentioned last quarter, we restructured our IM Flash joint venture with Intel during the third quarter.

As a result, Micron acquired Intel's 18% ownership interest in the IM Flash operation in Singapore, and purchased from the IM Flash entity its production assets in the Micron fab in Virginia, and the associated lease of a portion of that facility was terminated.

Total consideration for these purchases was approximately $600 million.

Micron recognized a $17 million loss in the third quarter associated with the termination of the Virginia lease.

Intel made a cash deposit with Micron of $300 million, which will be applied to Intel's future purchases under a new supply agreement.

In addition, Intel loaned to Micron $65 million due in installments over a two-year term.

The existing supply arrangement through IMFT remains intact, and Intel will continue to purchase their 49% of the output from the Lehigh, Utah operation, while Micron owns 100% of the production output from the NAND operations in Singapore and Virginia.

Beginning in the fourth quarter, Micron will take approximately 50% of the volume that was previously sold to Intel at prices approximating cost.

A portion of this volume will be sold from Micron to Intel under a new supply agreement at a markup above cost.

Going forward, these sales to Intel under the new supply agreement will be reported as trade NAND sales in our financial results.

As a result of changes in our partnering arrangements, sales to Intel are now recognized upon completion of wafer fabrication, rather than after back-end assembly and tests are completed under the previous arrangement.

$97 million of back-end inventories associated with Intel's supply chain was sold to Intel in the third quarter, generating a one-time increase in NAND sales revenue, and reducing WIP inventories by the same amount.

Micron and Intel will continue to participate in the development of NAND flash memory technologies, and will fund these shared costs equally.

Joint development of the technology was also expanded to include emerging memory technologies.

NAND market prices declined across the board in the third quarter.

Product mix shifted toward MLC NAND, which drove higher bit sales, as well as significant declines in per-bit costs and selling prices.

Margins on trade NAND products decreased in the third quarter, primarily as a result of substantial market price declines, particularly for MLC products that outpaced the 29% cost-per-bit decline quarter to quarter.

Trade NAND selling prices are down mid-teens quarter to date, while trade NAND cost per bit is expected to decline a few percent in the fourth quarter.

Trade NAND bit growth is projected to increase in the high-single-digit range for the fourth quarter, following the robust 68% bit sales growth in the third quarter.

Turning now to DRAM, DRAM revenue in the third quarter increased 20% compared to the previous quarter, as a result of a 12% increase in bit sales volume.

The increase in DRAM average selling prices in the third quarter is primarily due to the effect of the $58 million second-quarter charge to revenue from the customer settlement I mentioned earlier.

Normalizing for this Q2 settlement, average selling prices were flat quarter to quarter.

Selling prices in the PC sector of the DRAM market improved through the third quarter, while prices for specialty DRAM products, which trend with a lag compared to PC memory, only recently began to stabilize.

Quarter to date, selling prices have remained flat as well.

DRAM cost per bit declined 4% quarter to quarter, but are projected to increase slightly in the fourth quarter, as near-term, we execute technology node migrations at all of our DRAM fabs.

A product mix shift to lower-density mobile and specialty products, and the timing of new product quals at our leading technology node are also expected to impact fourth-quarter cost per bit, and push bit growth down in the high-single-digit range in the fourth quarter.

NOR sales were stable in the third quarter compared to the second quarter, just over 10% of consolidated revenue.

NOR revenue in the fourth quarter is expected to be relatively the same as in the third quarter.

NOR product margins improved slightly in the third quarter, as cost reductions outpaced selling price reductions in the period.

The cost profile for our 200-millimeter NOR fabs is improving as production levels are ramping back up.

The charge for idle capacity for the quarter was $30 million, compared to $40 million in the second quarter for all of our production operations.

The NAND solutions group swung to a slight loss in the third quarter, as average selling prices dropped faster than cost reductions.

Revenue was up despite the price declines, with a higher mix of MLC product and a reduction in inventory.

Sales of SSDs and NAND component sales to SSD OEMs increased only slightly in the third quarter compared to the previous quarter, as we have worked through the demand issues over the past two quarters.

We are looking forward to a additional growth in SSD sales as the market further improves through the remainder of the year.

Improvement in operating income for the DRAM solutions group in the third quarter reflects higher revenue and lower cost per bit compared to the second quarter, as more volume was moved into the personal computing sector at slightly improved average selling prices.

The $58 million customer settlement in the second quarter was charged entirely to the DSG business unit.

Our wireless solutions group continues to show the weakness of this market segment, and our customer group in particular, although margins improved slightly in both NAND and NOR wireless sales.

Operating income from the embedded solutions group reflects broad-based growth across all three memory technologies, and the successful transition of legacy NAND designs to more current architectures.

SG&A expense in the third quarter was within our guided range, and is expected to be between $145 million and $155 million in the fourth quarter.

Third-quarter expenses for research and development were slightly higher than our guided range, due to the volume of development wafers processed, and the timing of product qualifications.

R&D expense in the fourth quarter is expected to be between $225 million and $235 million.

The Company generated $686 million in cash flow from operating activities in the third quarter, which includes the $300 million deposit received from Intel.

Cash and investments at the end of the quarter was $2.7 billion.

This balance includes cash, cash equivalents, short-term investments of $118 million, and non-current investment securities of $361 million.

The cash and investments balance at the end of the quarter includes $876 million of proceeds from the issuance of convertible debt securities net of the cost of associated capped call transactions of $103 million and other debt issuance costs.

In addition, in the third quarter we called for redemption of the remaining $139 million on our 2013 convertible notes, $23 million of which was converted into 4.4 million shares in the third quarter, and the remaining $116 million of this redeemed convert was converted into 22.9 million shares following the end of the quarter.

Inventory levels came down in the third quarter compared to Q2 for NAND, DRAM, and NOR.

A portion of the decrease in NAND inventory was due to the sale of the back-end inventory to Intel in the third quarter that I mentioned.

Expenditures for property, plant, and equipment were $324 million for the third quarter.

PP&E expenditures are expected to be approximately $450 million in the fourth quarter, and between $1.6 billion and $1.9 billion in fiscal 2013.

With that, I'll turn it over to Mark Adams for his comments.

Thanks, Ron.

Today, I am going to walk through some of our business highlights, provide a few technology updates, as well as discuss current market dynamics in the memory industry.

Our DRAM solutions group exceeded our forecast for sales bit growth and achieved record shipments in all of our segments, which include server, networking and storage, graphics and consumer, and personal computing.

In particular, our specialty DRAM growth continued to outperform.

The server market is a good example of a specialty segment where Micron has performed very well over the years, achieving strong market share, which is approximately double our overall DRAM market share.

This success demonstrates the strength of our product performance, quality, and overall customer support model.

We believe the combination of unit growth driven by data-center and cloud applications, in addition to performance-driven growth in DRAM per system will generate over 40% bit demand growth this year, and over 50% in 2013.

In the PC segment, we have seen some improvement in demand after two quarters of stagnant growth, somewhat related to the improved availability of hard drives.

We also believe we are experiencing slower industry supply growth, with 2012 year-over-year bit growth estimates now in the mid to high 20% range.

This slower supply growth and demand recovery has led to an improving PC pricing environment.

The demand challenge for the second half of the year include ultrathin product launches utilizing our recently announced DDR3Lm, and soldered down 4 gigabyte DDR3 based modules, as well as seasonal recovery and the upcoming Windows 8 launch on both Intel and RM based platforms.

In aggregate, we believe PC DRAM content in 2012 will average around 4.5 gigabytes, compared to 3.5 gigabytes in 2011.

This in addition to a forecast that is calling for a small increase in units.

PC DRAM ASPs have increased from the bottom of late 2011 to early 2012, and recent trends are now generally stable.

From a technology perspective, our 30-nanometer process node will continue to ramp in Q4, and we expect to reach 40% to 50% of our output on the leading edge towards the end of the calendar year.

This, in addition to our 20-nanometer ramp in 2013, should keep us in solid competitive position moving forward.

We remain excited about the progress of our Hybrid Memory Cube product that Mark referenced earlier in his comments.

We believe this technology will be revolutionary in terms of memory performance in the server, computing, and networking environments.

We also shipped our first DDR4 samples to key customers, and remain well positioned for market adoption.

We continue to focus on application-specific requirements in our end user DRAM markets.

Our NAND solution group sold a significantly higher number of bits and reduced inventory in Q3.

Although SSD unit sales were down slightly in the quarter, we are starting to see signs of increasing demand, both in terms of unit growth as well as average density.

We delivered strong revenue growth in the quarter for our enterprise SSD business, with shipments up 33% quarter over quarter.

Sales in this market stems from our continued success with our mainstream SATA drive, P300.

Additionally, our high-performance PCIe solution and entry SATA drive, the P400E, continued to gain traction with customers who are looking to see more meaningful revenue contribution from these products next quarter.

Our PCIe products exemplify both our award-winning NAND technology, coupled with Micron's internally-developed controller technology for high-performance storage.

On the NAND technology front, in early April, Micron and Intel were awarded 2011 Semiconductor of the Year by UBM for our 20-nanometer NAND technology.

This is an important achievement, as the award recognizes technology breakthroughs across the entire semiconductor industry.

Note that our 20-nanometer process is a true 20-nanometer symmetrical memory cell, and we were the first Company, along with Intel, to produce 128-gigabit monolithic die.

We also began sampling 20-nanometer TLC components with controller companies in Q3, with production expected next quarter.

NAND prices remained under pressure for most of the quarter.

We think it is worth pointing out that NAND ASPs stayed relatively strong, especially toward the back half of 2011, and this likely had some negative impacts on the growth of embedded NAND in the smartphone, tablet, and SSD categories in the first half of 2012.

There also has been some wafer supply additions in market, including our fab in Singapore.

These conditions have combined to cause a near-term oversupply situation.

However, subsequent to our quarter end, in the last week or two, we have seen channel prices for NAND have started to stabilize, and in some cases, increase from where we exited Q3.

We remain bullish on the NAND market.

The fact that prices have declined at this pace has created demand elasticity, with higher demand content in smartphones, tablets, and SSDs being projected for the second half of the year.

For example, NAND density per tablet is expected to grow close to 90% in 2012.

The other good news on the outlook for NAND is what appears to be a very disciplined approach, with all of the major suppliers reacting to the weaker pricing environment by slowing down, delaying, or even cutting NAND wafer production.

Our current CapEx outlook, which Ron described earlier, follows the same industry trend, as we are not currently planning to add any new wafer capacity in fiscal year 2013.

Coming into the year, market supply growth forecasts for 2012 were in the 70% to 80% range.

Today, we believe we are looking more like mid to high 50%, with a similar outlook for 2013.

We believe that supply growth is below the long-term average demand in NAND, which is well above 60%.

Revenues in our wireless solution groups declined mostly due to continued softness in the wireless NOR market, as well as a winding down of the sale of the ex-Numonyx NAND products previously acquired at market price.

Looking forward, we are encouraged about some new customer engagements, targeting both low-end and high-end smart phones.

The high-end smart phone and Intel RM based tablet segment is growing, and requires large densities of mobile DRAM.

For example, mobile DRAM and smart phones are expected to double in 2012.

Micron is gaining share in this segment, due to the mass volume production of our new 30-nanometer mobile DRAM devices, allowing us to cost-efficiently produce all densities required for this segment of the market.

As you can see from our BU financial breakout, our embedded solutions group had solid performance, both in terms of growth and profitability.

In Q3, the embedded group qualified and shipped our initial eMMC products to the embedded customer base.

We saw strong DRAM revenue, which contributed to record results in our automotive sector, and achieved record-high embedded NAND revenue with broad growth across densities and segments.

We have some significant embedded margin opportunities in DRAM and NAND over the next several quarters, enabled by our broad product portfolio, low cost position, and customer and channel relationships.

In terms of our NOR business overall, clearly the focus is to maximize the embedded market, where the probability is very attractive.

Our bit consumption with NOR continues to grow, and the overall demand is generally stable.

Our embedded business is a great example of how our growing customer base values Micron's broad portfolio of DRAM, NAND, and NOR.

While we've experienced volatile market conditions over the past 12 months, we are optimistic that we can see an improved memory market during the back half of 2012.

As I mentioned on our last call, DRAM pricing seems to have bottomed out in the second quarter, and in fact, we saw improved pricing in our Q3.

While NAND pricing has declined over the past few months, we are optimistic that the market conditions will improve there, as well.

Our NOR business continues to provide stable growth and margin at the foundation of our embedded solutions group products.

With that, I'd like to hand it back over to Kipp.

Great.

Thanks, Mark.

We will now take questions from callers.

Just a reminder, if you're using a speakerphone, please pick up the handset when asking a question, so we can hear you clearly.

Please open up the phone lines.

Thank you, sir.

(Operator Instructions)

James Schneider, Goldman Sachs.

Good afternoon.

Thanks for taking my question.

I was wondering on the NAND side if you could talk about the impact of the higher MLC and entry level per sale sales in the quarter.

How did that swing your bit shipments and your ASPs, if you could provide a quantification on that, and specifically with respect to TLC, going forward, do you expect to increase a proportion of that?

Well, I think that the first part of your question is that some of the application markets that we are building products for are able to adapt the MLC and lower end products to TLC shipments.

We've said all along that our technology lead in NAND has allowed us to ship MLC competitively in the marketplace, even competing with some of our competitors' older technology TLC platforms.

As we sit going forward, we've been able to both MLC and TLC in these products, and you can see that there is an increase in our shipments in the past quarter.

That being that we've been able to enable some of this technologies in some of the broader product portfolios.

Okay.

Then maybe a on the SSD side, can you talk about the inventory levels you're seeing out there in the channel, or at your customers right now?

We've heard some data points suggesting that there may -- may have been elevated.

Do you still see those elevated inventory levels, and do you expect them to be fleshed out over the next quarter or so?

Yes, we actually commented on the last two calls that we saw that pretty early in the cycle, driven primarily about some of the OEM and channels took in a lot of inventory pre-Christmas, and they were sitting on a bunch of inventory.

We think it is actually working its way out fairly well, and we've seen pretty strong demand over the last month in the channel, especially on the client SSD side.

We agree that that's been a trend.

We think it's working itself out at the end of Q3, and certainly during Q4.

Thank you.

Just a clarification, could you provide a number for how much of the TLC was as a mix of your NAND sales in the quarter?

TLC was about 9%.

Great.

Thanks very much.

Alex Gauna, JMP Securities.

Thanks for taking my question.

I was wondering if you could give some insights into how you see the end market dynamics, specifically on the server side, that notebook side, and maybe the mobile wireless side.

And I think there is a lot of investor concern that maybe, particularly in the area of notebook, we might be seeing an artificial strengthening in DRAM because of a hard disk drive recovery, and maybe also some safety stocking against Elpida.

I was wondering if you could give some insights on how you see demand holding up going forward here, with those considerations.

Let me break that out to you.

You asked about notebooks, you asked about wireless, and the server business.

I will tackle the notebook market, the desktop notebook market.

In general, we do think there has been some support for hard drives, that inventory situation improving.

And I think there is a little bit of a catch-up, as it is mostly corporate PC buying picked up, after being away for about six months.

I don't think they adopted the SSD platform as aggressive as everyone might like, which contributed to the inventory discussion I just had.

So I think the notebook market did get some support from an improving hard drive environment.

But I also think, as we talked about, the ultrathin product launches, as well as Windows 8, will provide for some support beyond just the hard drive availability, and we think it will be a better back half of the year.

In the server environment, we continue to see a lot of new opportunities, not just the traditional data center main applications.

But when you think about some of the new customers, the Facebooks and Googles of the world, we are dropping in data centers more in a shrink wrapped environment with large server content.

We are seeing large volume orders for servers, and on top of that, as I mentioned in my comments, the density per server continues to increase for performances reasons.

So we are pretty bullish on servers, and we've had three consecutive quarters of record bit shipments in the servers segment.

On the wireless market, as I mentioned earlier, we see growth there as well, especially for us to recapture some share with our low power DRAM 30-nanometer product, as we get into increased ramp for that product in Q4 and beyond.

So we have good customer access, and the quals are in place to drive some additional volume, there.

Real quickly, the follow-up.

With regard to the SSD opportunity, and notebooks rolling forward here, there have been a lot of models being released with hybrid drives, and then obviously the MacBooks came out with some very high density complete solid state drives.

What are your expectations in terms of hybrid versus solid state, and what are the OEMs telling you with regard to the price points to accelerate the full SSD versus a hybrid solution?

Well, I think that were seeing about a 50-50 split in terms of the hybrid configuration with a pure SSD play configuration.

I would say that one of the comments I made up front was that, given some of the pricing we are seeing, as well as the improvement in technology from a technology node perspective, and lower costs in the market today, the economics are getting there, where we have been asking the question -- What will it take to accelerate SSDs?

And we think we are pretty close to faster acceleration of SSDs in the notebook, given cost per gigabyte equation.

So while I think it continues to be fair, we see about a 50-50 percent ratio on hybrid versus two SSD.

That is all.

Thank you.

Kevin Cassidy, Stifel Nicolaus.

Thanks for taking my question.

If I can go to the Elpida negotiations, are you able to advise them at all on wafer starts for DRAM?

This is Mark.

Absolutely not.

First of all, we don't have an agreement with them at all yet, and it's yet to be seen whether we do.

Secondly, were we to reach that point, there's all sorts of regulatory approvals still required.

So we are a long way out before we would have any impact on the Elpida operations.

Okay, thanks.

And can you say what percentage of your DRAM revenue was specialty DRAM?

Kevin, this is Kipp.

Sorry for the delay there.

About 60% was in the specialty category.

Okay, great.

Thanks.

Shawn Webster, Macquarie Research.

Thanks a lot.

So for your fiscal Q3, your DRAM bit shipments were up 12%.

What did your production do sequentially for DRAM?

And on the NAND side, I think you said somewhere that your total NAND shipments were up 40% sequentially, and I was wondering what your production did sequentially?

Yes.

We quit giving away the production bit numbers, because we just didn't find them very helpful for you.

But I will say they were pretty close to guidance for DRAM, and actually, NAND was up pretty nicely, as we had some pretty good execution through the quarter.

Okay.

Well sticking with production, for your capital expenditure guidance for fiscal '13, what kind of bit growth does that level support for you guys in both the DRAM and NAND side?

Hard to give out a year-over-year number, which is why a few quarters ago we switched to giving you quarters, maybe one to two quarters out, because we can make such a pretty dramatic change in bits when we look at the mix effects.

So we're just not going to go on a year-over-year basis.

Okay.

And then in terms of the channel inventories, you talked a bit about NAND.

How many weeks is the DRAM market looking like right now?

DRAM right now is in the three to four week inventories.

Would you characterize that as normal or lean?

That is pretty normal.

We think it is about right.

We've seen, as I said, pretty good activity around our DRAM, and with improving price -- I don't want to say favorable, but improving pricing in the market.

And then maybe just a final one on the Elpida negotiations.

Isn't the ideal situation for you not to be the sole bidder, but for there to be no bidder for the assets?

In other words, wouldn't it just going to the bankruptcy proceedings on its own, and you guys benefiting directly from potential industry consolidation the best outcome?

Well, Shawn, obviously the benefits of the deal will depend on the details of the deal.

And I think the framework I laid out was if we can acquire assets under terms and conditions that don't result in dilution or significant acquisition of interest-bearing debt that would limit our flexibility, then that can be beneficial to Micron shareholders.

And I think that is probably all I would want to say on that topic.

Okay, thank you.

C.J. Muse, Barclays Capital.

Good afternoon.

Thank you for taking my question.

I guess first question, I was hoping you could provide a little color on timeline and-or milestones, and how we should think about progress in your discussions with Elpida, and anything mandated by the bankruptcy court.

And I guess as part of that question, how you plan to toggle CapEx requirements that you may need, both NAND and DRAM, and particularly in NAND.

Let me cover both those pieces.

On the first piece, we're not going to speculate at all on what the timeline might look like relative to activity in the Elpida case.

These things are obviously very changeable, and a lot of different inputs can move dates around, as well as all sorts of other things.

So what I can tell you is that, were we to reach any sort of agreement, we will obviously be letting you guys know.

Having said that, the second part of the question was relative to CapEx, and how we might modulate that.

I think the $1.6 billion to $1.9 billion number that Ron gave is obviously for Micron as it exists today.

Depending on anything else we might do relative to Elpida, we would obviously take a look at where the most cost-effective place to spend our capital is, and that would move the numbers around.

That is helpful.

As a follow-up on the NAND side, I believe you said in your prepared remarks that you thought you would see bit growth of mid to high 50s in both '12 and '13.

I'm curious what you see for supply in both those years for the industry, and what would get you excited to think that we could see the faster growth in '13?

In fact, that reference to mid- to high 50s is a supply prediction.

And I think Mark also had in his comments that we look to the long-term average demand increase to be well over 60%.

And I guess within that, what kind of underlying assumptions are you making in terms of ultrabooks and full solid state drives versus hybrids, as we enter 2013, and I guess exit, as well?

Well, there's some pretty good third party data if you'd like to reference that, but ultras do take a pretty good content leap in terms of consumption of the overall bits, and the range is pretty wide, so I might let you just go research that third party stuff yourself.

Okay sure.

And last question for me.

Again, in your prepared remarks you talked about optimistic view on memory for the second half of '12, and I'm curious whether greater optimism in NAND versus DRAM or both, and if you could provide any color on what is really driving that for you, that would be helpful.

Thanks.

I think for us on the DRAM side, the segments that I highlighted in my comments around server density growth as well as unit growth, we see a bit of an improvement in the PC desktop notebook climate, as well as networking and storage.

We think they are all very favorable for DRAM.

It's hard for me to DRAM versus NAND.

I think there is -- obviously NAND has gotten negatively impacted on the pricing side over the last quarter to quarter and a half, and while we've been cautious in our remarks about NAND even quarter to date, we still, we've seen reason for optimism based around improving demand picture around client SSDs, and we think improve densities on the tablets and smartphones.

So we do think that the NAND was a mild oversupply condition.

We don't think it's structurally that far out of balance.

And we think that the back half demand profile will help that be in a better place.

Okay, next question, please.

Daniel Berenbaum, MKM Partners.

Hi guys.

This is Ada calling in for Dan.

Thanks for taking my call.

Since you've provided some details on negotiations with Elpida, can you give us some color on the rationale behind doing the acquisition in the first place?

There's been a lot of speculation among investors about dilution from combining Elpida's operations into your own, so maybe you can help us understand how you think about absorbing the Elpida assets into your own, and how that helps your business long term.

Sure.

The Elpida business includes a significant amount of the worldwide capacity, and scale is always an important metric in our business relative to OpEx.

It comes with talented employees, as well as a portfolio that, while it overlaps with ours in many places, also has some significant value-added products, and technology that is in some ways different than ours in some segments that are attractive to us.

Their customers, while they overlap in some cases, also are in other cases different than ours, and the acquisition gives us access to an increased TAM.

There is significant intellectual property available at Elpida to support the ongoing business.

And finally, I think I would just highlight the wireless segment, where they have clearly a strong product portfolio, but without all the various pieces to put together with it.

We think that the combination of their portfolio with our portfolio in that area, in particular, will provide a compelling offering to customers worldwide.

So it sounds like you do expect concrete earnings and cash flow accretion from this?

Well, we don't have a deal, so I can't calculate any of those numbers.

However, I will tell you that, yes, certainly over the long haul, we would anticipate a stronger Micron were we to consummate a deal.

If that is not the case, we're not going to do a deal.

All right, thanks.

Uche Orji, UBS.

Thank you very much.

Can I just ask you a question?

If I back up to the opening remarks, when you talked about not wanting to add much more debt and not wanting to dilute any holders.

Obviously, the fear, and following up on the last question, is how is that even going to be possible?

Let me just at back up a little bit and ask you, for us to understand what your cash comfort levels are, how much cash do you need minimum to run this business, and as even hypothetically where to get it, given the increased scale of both companies?

Any sense as to what is the minimum level of cash you will require on the balance sheet?

Vijay, this is Ron.

If you are looking at the current structure of Micron, we're in pretty good shape, if you look at the pieces of where cash is deployed.

Right.

And we've got pretty good access to our capital around the globe in the current structure of Micron.

So it's certainly a sub $500 million operating cash balance that we can operate our current infrastructure.

Now, if you're asking about what it would look like in some kind of combination, obviously we are not at a place where we can speculate on that without, as Mark mentioned, having a deal and having more information.

Fair enough.

Let me switch to some detail on the NAND business.

So as we -- you mentioned some pockets of areas you have seen improvement.

Can you give us a little bit more insight into the various product categories, and where you are seeing strength and weaknesses?

And I say this because we've seen some recent data that shows the card market seems to have had a seasonal balance.

I'm not sure whether that is essential to what you're seeing, as well.

So if you could talk micro SD cards, other cards, USBs, and other end products in NAND, just to give us a sense of what you're seeing, that would be helpful.

Yes I think, actually, you've got a good take on it.

I think we've seen, believe it or not, that retail as kind of held relatively stable for us in the NAND business.

And we've also seen what we think is an explainable rebound at some level on the client SSD segment as well.

As we look at it, there was a fairly heavy inventory build coming out of the holidays, and we've talked about that in the last couple of calls.

And we've started to see some increased channel shipments of SSDs over the last few weeks, and I'm pretty optimistic that that's a good signal going forward.

Okay.

And just finally, if I look at the lag effects you described for this specialty areas, any more details as to -- I know you started to see stabilization there in specialty memory.

In terms of the demand drivers for those, I would've expected a little bit more, given the initial ramp of Romley.

I would've expected a little more upside from the server-side.

Is that a misplaced expectation, and if Romley is ramping as well as we seem to believe, when might you start to see that?

And then on the networking side, any more detail as to how you expect that trajectory based on demand factors this year and going forward?

Thank you.

Yes, maybe I could reinforce, we are seeing that effect as we speak.

As I mentioned, our server bit growth over the last three quarters has continued to grow, and that we've set records over the last three quarters.

In the networking segment, the same.

We've had some great performance in terms of bit shipments.

So we're pretty bullish about those two segments, and we think we are seeing the effects of that, plus continued application growth around expanding data center applications, as well as cloud architecture.

Sorry.

I wanted to just specify, I was asking more about a pricing trend for those areas.

Well I think, as Ron stated in his comments, there historically has been a lag effect that indexes off the PC desktop notebook market, the commodity market.

And as you see improvement in the desktop notebook DRAM environment, there is normally a subtle transition.

We anticipate that there should be improvement in our business going forward.

Great.

Thank you very much.

I would like to apologize ahead of time for not being able to get to everybody in the queue.

We do have time for one more question.

But I would like to remind everyone, we are hosting an analyst day in the fall here at the corporate headquarters in Boise on October 12.

You can get more details on the website.

And with that, we would like to take one more call.

Hans Mosesmann, Raymond James.

This is Brian Peterson in for Hans.

Just a question on the NOR business.

It was actually a little bit better than expected this quarter, despite some exposure to the wireless side.

Can you talk about how you expect that business to trend going forward?

I think we've commented in the past that the wireless NOR has been declining, and maybe even a little bit faster than we thought.

Having said that, as I mentioned, our embedded solutions group has done a pretty good job in growing the business and growing our units there, and certainly NOR is a core foundation, in addition to adjacencies around DRAM and NAND in that business.

But the NOR business in embedded remains pretty solid, with a good pricing environment and, really, long-term design-in benefits there.

So we think NOR will continue to be very stable around the embedded business going forward.

Okay, thanks.

And just a follow-up on Elpida.

Is there a certain period where you have exclusive negotiation rights?

Or is there a timeline where this deal needs to be worked out?

Or just any kind of perspective you could provide there.

Thanks.

I'm afraid we can't comment on any of that detail at this point.

We are obviously under NDA.

Okay, and with that, we would like to thank everyone for participating on the call today.

If you will please bear with me, I need to repeat the Safe Harbor protection language.

During the course of this call we may have made forward-looking statements regarding the Company and industry.

These particular forward-looking statements, and all other statements that may have been made on this call that are not historical facts are subject to a number of risks and uncertainties, and actual results may differ materially.

For information on the important factors that may cause actual results to differ materially, please refer to our filings with the SEC, including the Company's most recent 10-Q and 10-K.

Thank you.

Thank you.

This concludes today's Micron Technology third quarter 2012 financial release conference call.

You may now disconnect.