Ladies and gentlemen, good morning. Welcome to the STMicroelectronics' Third Quarter 2015 Earnings Results Conference Call and Live Webcast. I am Moira, the Chorus Call operator. I would like to remind you that all participants will be in listen-only mode, and the conference is being recorded. After the presentation, there will be a Q&A session.

The conference must not be recorded for publication or broadcast. At this time, it's my pleasure to hand over to Mr. Tait Sorensen, Group Vice President, Investor Relations. Please go ahead, sir..

Thank you for everyone for joining our third quarter 2015 financial results conference call. Hosting the call today is Carlo Bozotti, ST's President and Chief Executive Officer.

Joining Carlo on the call today are Jean-Marc Chery, Chief Operating Officer; Carlo Ferro, Chief Financial Officer; Georges Penalver, Chief Strategy Officer; and Carmelo Papa, Executive Vice President and General Manager of the Industrial Power and Discrete Group. This call be accessed through ST's website.

A replay will be available shortly after the conclusion of this call. This call will include forward-looking statements that involve risk factors that could cause ST's results to differ materially from management's expectations and plans.

We encourage you to review the Safe Harbor statement contained in the press release that was issued with the results this morning, and also in ST's most recent regulatory filings for a full description of these risk factors.

Also, to ensure all participants have an opportunity to ask questions during the Q&A session, please limit yourself to one question and a brief follow up. And now, I'd like to turn the call over to Carlo Bozotti, ST's President and CEO.

Carlo?.

fix DPG and continue to excel in the most promising areas where we see in the industry and where we are already winning such as the Smart Driving experience and the Internet of Things. We are investing in building our market presence in product areas where we can be leaders and where we see sustainable opportunities for profitable participation.

My colleagues and I would now be happy to take your questions. Thank you..

The first question is from Mr. Sandeep Deshpande from JPMorgan. Please go ahead..

Hello. Thanks for letting me on. My question is regarding your guidance. You're guiding to 6% sales decline in the fourth quarter. Given the sales decline and the resultant gross margin decline associated with the under-loading of your facilities, you're likely to be going back into an operating loss into the fourth quarter.

Given how the semiconductor industry has evolved over the last few years, we've seen that most companies in periods when things are soft, but not terrible as they were in the major down-cycles have been able to keep remaining profitable through the cycle.

How does ST intend to be able to remain profitable through the cycle and not go into these losses when there are gyrations in the sales? That's my first question. And my second question is regarding the sales guidance itself. You've indicated weakness in automobile. Is there any – do you think that ST's exposure is slightly different from the U.S.

peer? Because many of the U.S. peers haven't guided as weak in terms of guidance as ST has. Thanks..

Well, maybe I'll start from the second one. I think it's probably not completely accurate the fact that our U.S. peer, there are many of our major peers giving fourth quarter at minus 11%, minus 10%, minus 17%, minus 3%, minus 6%. So, there are several that are – so, I think we are broadly aligned also with our U.S. peer.

I'm just reading the reports of many of our competitors here. We are ranging from minus 13% to – so, I think we are broadly aligned. I do not see any material difference here. I think it's certainly a significant decline. 6% is a significant decline.

We also look at the Q3 market share number for the market that we serve, that is about $140 billion market. We are very close to the level of market share, basically aligned to the level of market share that we had in Q3 last year. This is just looking at the WSTS figures.

Now, if you come to just the first part of your question, I believe that, certainly, we are not at the level we want to be. I believe that our ambition in Q4 is certainly not to be in losses, but to provide some profit, unfortunately, small and significantly lower than what we expected, but a small profit.

This is certainly a significant improvement if we look at our situation today with the situation that we had a couple of years ago when in a market decline like this, we would have certainly incurred a significant, let's say, loss. So, the visibility is for some small level of profitability in Q4.

And I think if we look at the product portfolio, we see – despite the market decline, there are four product groups that are altogether highly profitable in Q4. And as we said, we need to fix the problem of DPG and this is – that we have in the company at this very moment. And I can repeat what I just said. We expect now to move on.

We have been working a lot on this program. And we expect to come to a final conclusion and then make an announcement in the first couple of months of 2016..

Can I actually ask a clarification? So, do you mean – because when we look at your OpEx, if you take the gross margin guidance and your sales guidance, it indicate a loss. So, are you saying that you're going to cut OpEx significantly in the fourth quarter to be profitable in the fourth quarter? Because that would be different from my calculation..

Yeah. We certainly go in detail now, Sandeep, and Carlo will comment..

Yes. Good morning, everyone, and good night if you're from U.S.A. So, I guess, we should start from the question of operating expenses that could help your modeling on the fourth quarter. In the end, we had an excellent quarter on OpEx in Q3, with gross spending of $549 million net of operating expenses, $511 million.

These, we said in July, could not have been fully stable, because of the vacation impact on the third quarter. However, entering the fourth quarter, we see some increase due to the calendar, due to the vacation and the seasonality. We see some further benefit to come from currency.

We see operating expenses similarly or even slightly higher than the one that we have reported in the third quarter.

So, at the end, the net operating expenses, net of other income and expenses, are anticipated at the very low-end of our range of $550 million, $600 million, so below the level – higher than the level of the third quarter, but below the level of the second quarter 2015.

And then, you see on this basis that embedding on the model with the revenues and gross margin a midpoint. It remains a small operating profit. It's small, but we definitely will target it to remain with the positive side at midpoint of the revenues..

Thank you, Sandeep. Next question, Moira..

The next question is from Mr. David Mulholland from UBS. Please go ahead..

Hi. Thanks for taking the question. I think just firstly, there's been a lot of commentary and speculation in the press around M&A in the sector. I wonder if you could just give us a comment on your appetite internally to potentially be a participant in that.

And secondly, just on DPG, could you give us some – I know you mentioned you'll come back in January, February, but could you possibly comment on what scope you're considering for that? And secondly, what's taking the time in terms of being able to communicate that versus the commentary you've given in Q2 that we might have more information at this call today..

Yeah. Of course – maybe I start from the second one. When we met in July, we said that we would have given an interim update in the month of October. We have been working on this program, of course, and we have narrowed our options and, of course, it would be absolutely not appropriate to describe the options that we have.

And we are determined to go through. Clearly, we need to have a solution that is giving a material advantage. But I can certainly not describe the options and the details of what we are doing. If we are now moving back to the first part of your question, on the M&A, I think (29:15).

One is from the level that we have is dropped (29:23) because we have now basically no more sales from the ST-Ericsson legacy products. This is gone. It's over. So, we are now at the bottom in Q4 in zero. So, we want to restart from this level and starting growing again.

Q4 is particularly weak because there is no more ST-Ericsson legacy products and, of course, there is the very difficult market. So this is our first priority. And the other one is, what I just said, is the (30:05) DPG. So, these are the two most important priorities and then M&A is something, of course, that may be of interest for the company of ST.

I think it's certainly not on the table today. I also want to mention the fact that there were rumors and we do not currently plan to make any offer (30:33). I want to mention this because there were several rumors on the market. So, we do not have any current plan at this time to make an offer for (30:47)..

That's great. Thanks very much..

Thank you..

Thank you. Moira, next question..

The next question is from Mr. Jerome Ramel from Exane BNP Paribas. Please go ahead..

Jerome, are you here?.

Yeah.

Can you hear me?.

Yes..

Yes. Yeah..

Okay. Yeah. Good morning. The first question is, you said that potentially, the weakness of the market you are seeing could last for couple of quarters. Most of your peers say that they believe inventory correction should be cleaned up by the end of Q4.

So, I just wanted to understand why you are maybe more cautious entering 2016 than most of your peers? And second question, on the microphone MEMS and flash analog, the revenues is down roughly $40 million quarter-on-quarter. If I look at the ASP for microphone, it's about $0.20.

So, even if you have many microphones per phone, I got a hard time to reconcile the revenue drop on a quarterly basis just due to microphone. Thank you..

Well, I will start on this one here. I can certainly not comment on the ASP, but maybe you're – yeah, I think I should stop here, of course. The sales are always volume by ASP, and I believe there is a degree of non-accuracy. On the market, I hope that our competitors are right. Of course, first of all, we all know what is the situation in China.

Recently, for instance, in the domestic product – recently – very, very recently, in the last week or so, we saw some resurrection of at least the local cars in China which, of course, is same.

(32:58) But I am – when we give this kind of statement, we normally report also the feeling of our customers, and I can certainly say that, if you look at all our distribution customers in Greater China and South Asia region, they are very, very prudent. They are very, very prudent. And I believe that in Q4, there is a major correction of inventory.

There is no doubt about that. I think the visibility that we have and is coming, certainly, from our customers, is that this may go on also during the course of Q1. The other element is the impact of the Chinese market on the more global economy. And here, the concern is the impact on – particularly on European carmakers.

And of course, ultimately, the tier 1 in this business that are our customers. We have seen a decline starting from the month of August in this area, with also material cancelations related to the Chinese market, just reporting, of course, what we know from our customers. And this is very much related to the import of luxury car in China.

So, there are areas that are better, certainly. For instance, what we have seen in terms of point of sales of our distribution in both America and in Europe in Q3 was pretty good.

So, anyhow, what we wrote, and what I wrote in my address before, is basically reflecting the visibility that we have from our customers is, if it is just a short-term market correction impact in Q4, with the recovery already in Q1, we would certainly be in the condition to participate to the recovery..

Thank you..

Thank you, Jerome. Next question, please..

The next question is from Mr. Andrew Gardiner from Barclays. Please go ahead, sir..

Good morning. Thanks for taking my question. I just had another one on the microphone side of things. You alluded to the rough magnitude there in your last answer. But just can you give us a better sense as to how the problem with the manufacturing has been corrected, whether you think you're back to normal levels.

Was there any competitive issue there, in terms of how your customers reacted to the problem? Just a bit more detail, to give us an understanding of how things are going to improve there. Also, on the DPG side, you've also alluded to the fact that M&A is not really on the agenda for you guys at the moment.

So just any further – so that doesn't seem to be having an impact in terms of delaying your decision. I'm just wondering whether it's got anything to do with your current ownership structure or sort of employee relation. What is it that is taking a bit longer than you had anticipated earlier in the year? Thank you..

Well, again, maybe on – of course, I cannot comment on a specific customer. I think, on the microphone, we are working to resume production. I think the production is in a different location, and the impact was material. I'm not saying, of course, that the $40 million impact is only the microphone.

What we wrote is that it is partly distribution business and partly the microphones, so it's more a 50/50. And the resolution is to use a different source of the manufacturing for the wafers. Now, on DPG, we had anticipated that we would have given an update. We have been working on a number of options. And now, the options have been narrowed.

And we'll come to a conclusion – we'll reach the conclusion during the course of the first quarter. And we expect, as we wrote, to announce early in the year in the first couple of months of 2016..

Okay. Thank you very much..

Thank you, Andrew. Next question, please..

The next question is from Aditya Bhasin (sic) [Adithya Metuku] from Bank of America. Please go ahead..

Yeah. Good morning, gents, a few from me.

Firstly, can you give some color on how you expect the different divisions to trend into Q4 as a part of your overall guidance? How do you see demand in autos? How do you see demand in MEMS and so on? And secondly, there have been some articles in the press about your government shareholders wanting you to increase your R&D to compete better.

Now, given your views on structuring the DPG business, why would you need to increase your R&D? If you could provide some color on that and also give some color on how that could potentially impact the dividend. That would be great. Thank you..

Okay. Thank you for the question. Carlo Ferro, speaking. I'll take your first question. And at the end of this quarter, we have, how to say, all the product groups but one moving all on the same direction.

And a good exception for us is microcontrollers, indeed, despite the overall situation (39:22) some increase in sales sequentially for all the other groups. At the end, we see it has declined, which is frankly not so much different from one to the other..

And the other question was on....

Structural R&D.

The structure R&D..

R&D..

No, on the R&D, I think we have our model. We have described our model. I believe our R&D intensity is important. We have, in the company, a path that is, of course, digital, and the part that is analog. We have seven different digital families I can go through quickly.

Of course, very important digital family for us is the general purpose microcontrollers. This is an area where we have invested, where we are increasing the efforts.

The results are very good and I believe the effort here is to proliferate more in terms of microcontroller cost, in terms of peripherals, and to reinforce our ecosystem that is already quite unique on the STM32. A second line that we have in digital products is the so-called secure microcontrollers.

They are a big effort on everything that is contactless with the integration of RF solutions and embedded flash. This is an area where we see certainly important opportunity to expand and where we have an important level of R&D effort. A third digital line that we have is a more mature line, but very successful. We have – and these are (41:50).

If we move on, we have a part that is on the so-called set-top box here. The intensity is very high and there are products that are good and there are products that are in a market that is extremely competitive. But the intensity of R&D here is very important. Then there is another line that is our ASIC offer.

This is in, I would say, a more traditional effort of R&D intensity. Imaging, as you know, we have already decided that we are out now. This is another, let's say, actions that we took here is to exit from the commodity camera module and in Q4, basically, the sales zero. Here, it's very special products for imaging with a lot of potential.

So, this is an important area for us. And finally we have a seventh activity in automobile where we are making a lot of progress with our 32-bit microcontrollers, but also with all the products and various solutions for advanced safety applications where we have certainly a leading role.

Out of these seven units that are all digital, there are three that are in DPG where, as you know, we have a big loss and our priority is to cure this. Overall, we are very committed to digital. And overall, we, of course, want to expand in many of these lines but we need to cure the problem of DPG.

One comment on dividend because you mentioned the dividend. I think, as you know, in May last year, the Assembly General of ST has approved a dividend distribution for 2015 and also for the first quarter 2016. For next year, we'll have the same process.

And there would be a proposal from the management of the company and then the proposal will be to our board. And of course, it is then the board to decide to accept, not to accept, to modify the proposal for the final resolution of our General Assembly..

Thanks. Just a quick clarification on that.

So when you restructure the DPG group, despite all these investments you talked about into microcontrollers, into all the logic based products, would you still expect your R&D to go down or is there any reason why that might stay at the same level despite the restructuring in DPG in (45:09) business?.

Certainly, the R&D will go down. There is no discount, there is no discussion because I think the effort that we are doing overall on these seven areas is very, very important effort. I believe that in some of these areas, we are already successful like in microcontrollers.

In some of these areas, we are really turning, what is happening in the automobile is unique with the trend towards the digitalization of the car. The car is becoming a technology hub, and this is an area where we have very, very important opportunity to grow, both in microcontrollers for automobile and advanced entities.

There are other areas where the intensity is too high. And of course, we need to address the problem and resolve the problem. And this is the priority of what we are doing when we talk about DPG..

Okay. Brilliant. Thank you..

Thank you..

Thank you, Adi. Next question..

The next question is from Gianmarco Bonacina from Equita. Please go ahead..

Yes. Good morning..

Good morning..

A question about the OpEx. Basically, in the fourth quarter, you will have a run rate of revenues just a little bit higher of $1.6 billion which is far away from your target level of $2 billion? And I was wondering if you may become a little bit more aggressive in managing your OpEx base excluding the digital.

For example, I read recently on the press that you've put on hold about 2,000 workers in your factory in Southern Italy. And in general, I would like to understand if when looking at the beginning of 2016, you may start to manage down your OpEx again excluding the decision that will be taken on digital.

Then one question on the product group in the Q3, just if you can give us an idea of what was the impact of this manufacturing issue in terms of sales, million dollars for the Q3? And also in the DPG, there was an improvement quarter-on-quarter, I think you mentioned the imaging proximity sensors.

If you can give us an idea of how big is this product within DPG? Thank you..

Yeah. I can take them. Of course, there are several questions altogether. Well, I think in Q4, the sales are closer to $1.7 billion than $1.6 billion, it's just a matter – and I think our guidance is $1.660 billion (48:20).

And as I said, this is the first quarter where ST-Ericsson is zero, it is the first quarter where our camera modules that we decided to discontinue is zero and is unfortunately it is also corresponding to a moment where there is a very significant market correction.

But, of course, our ambition is from this low level to start growing again with no more wireless and no more camera modules and to move on from this level. There is absolutely no intention to reduce the R&D effort on what we have in SP&A and in microcontrollers.

I think we are at a level of R&D that we believe is appropriate for the families in these areas, there is a, certainly, very important effort in microcontrollers also because we are growing very, very fast in microcontrollers. So we have the opportunity to be more aggressive with our R&D in microcontrollers.

And you mentioned few days of temporary stoppage of our manufacturing activity in the South of Italy. I think this is a very short correction in the manufacturing, and there is nothing structural. I think we absolutely need what we have in terms of manufacturing footprint for our SP&A activity overall.

On the microphone, I think, I had already commented, it's about 50/50. So, we had – as we wrote $40 million decline on AMS and the problem of the microphone is about $20 million. Okay.

I believe, I answered all your questions, right?.

Yeah. Just the last one on the DPG.

If you can mention the imaging proximity sensors?.

This is – unfortunately I cannot give you too many details because it is a very important line for us. And I would – what I can say is that, there is a good momentum. It's a new area and I think it's a good opportunity for the future..

Okay. Thank you..

Thank you, Gianmarco. Next question, please..

The next question is from Amit Harchandani from Citigroup. Please go ahead..

Good morning, gentlemen. Amit Harchandani from Citigroup. Thanks for taking my questions and apologies if you've touched upon this earlier.

But in terms of your manufacturing set-up that you have currently, in terms of your front-end and back-end facilities, I'm just trying to understand, is there any potential that you see to further enhance the efficiency of your operations? I know there was the conversion that was carried out, but is there anything else that you could do organically that we can look forward to in the next 12 months that would help to further make your cost base much more effective? That's my first question, and I have a follow-up.

Thank you..

Hey, Amit, Carlo Ferro taking your question. Again, it's obvious that we are at a point of our top line whereby we have very little level of flexibility.

So the first fixing at the end for our manufacturing is expanding revenues, getting back a level of flexibility and a larger cushion in the allocation of the volume between the internal fab and the foundries ,which today is, at this point for us, a very limited option.

And this is the reason why revenues, volatility fall so significantly into the unused capacity charges. Of course, short term, we are taking measures to reduce the activity in the silicon fabs and in the assembly plants.

And the calendar for the fourth quarter in this respect has been, as introduced by Carlo, significantly reduced, also with some implication on the form for reducing the activities and the presence of the operators in the fab in the course of the fourth quarter.

Then I think that here (53:29) the great opportunity in term of progressive improvement of the wafer cost are two, one is in 300 millimeter, associated with the progressive, when demand will allow it, the progressive scaling up of the fab, since, as you know, volume and scale are very critical to the wafer cost in 300 millimeter.

And the second one, in the cluster of the 6-inch and 8-inch fabs, particularly in the area of analog, mixed signal, and power, to continue our progressive plan of reducing production in 6-inch and increasing production in 8-inch, that has started and is progressively moved.

Also, in this case, the speed of execution is very much driven by the overall demand on these technologies..

That's very helpful. And as a follow-up and, again, sorry to go back to digital and beat around it a bit too much, but you talked about narrowing of options, right, and you've given some color during the course of the call.

Are there any particular options that we can think of that you've already narrowed and taken out, not talking about what are on the table, but what is definitely not on the table, any comments around that?.

I think it will be not appropriate to go in details. Of course, we have been working on a number of options. I think we have narrowed. Therefore, as a consequence, it is more than one, but I need to stop here, because I don't want to go into any details on this. I think it would not be appropriate, even counterproductive, and it certainly is a priority.

Even, as we said before, even in a moment like this Q4 that is difficult for us, difficult for, I would say, most of our competitors. I believe we have many – most of our product groups performing with a good level of profitability, some of them a very good level of profitability. We need to cure this.

And I think this is a priority, but I do not believe is appropriate today to describe the options, frankly..

Thank you, gentlemen..

Thank you..

Thank you. Amit.

Next question?.

The next question is from Francois Meunier from Morgan Stanley. Please go ahead..

Yes. Thanks. Actually, all my questions have been answered. Thank you very much..

Thank you, Francois. Next question, please..

The next question is from Günther Hollfelder from Helvea. Please go ahead..

Yeah. Thank you.

Concerning the OpEx, is it fair to assume that, in the first quarter of 2016, they will be lower than what we saw in Q3? Is it correct, given the length of the quarter?.

First quarter, you said, 2016. I think in the first quarter of 2016.

You said that the quarter would be shorter?.

No – yeah. I understand that – I think what we learned after the Q2 call, that Q4 will be an additional week, and this really has a negative impact then on OpEx.

And then in the first quarter, we should go back into a normal range, is this correct?.

Yeah. I think next year is going to more even, the split by quarter. I think next year, Q1 is going to be 92 days. So I think it's more even, as we said.

And also, this is the – of course, there would be another step on the DIQ (57:57) because, on the positive, if the underlining currency – I mean, if the actual currency stays at the level it is, there would be another step in (58:09). Of course, there are the initiatives that we are discussing. This is the initiative on DPG now, this is clear.

But in terms of seasonality, I think it's going to be more even next year..

Okay. And on the car market, especially in China, I thought that, like, around July, we saw like the sharpest declines in the market for – yeah, the Chinese market, also for European brands in China.

And in August and especially in September, the situation improved also for the Europeans, including the German premium cars, which saw quite a recovery then in September. Now in October, we have tax incentives kicking in in China. You mentioned I think that you saw some first positive signs from local Chinese manufacturers.

So, could you add a little bit concerning the situation in the automotive market?.

We see a correction in the second half of this year. I mean the correction that we see is coming from our customers both big customer, major customers and smaller customers. I think what we saw is on the semiconductor front at least, we saw a correction starting in the month of August. Not yet in July, but starting in the month of August.

Of course, in our automotive business, we need also to consider that a very significant chunk, a significant chunk of what we sell in automotive is in euro. And we report in U.S. dollars, so the translation of course is an advantage in terms of expenses but certainly, a disadvantage in terms of top-line evolution during the last several months.

Moving on, I think in the automobile, first of all, we are pleased to see that in China, we started seeing some positive trends, but this is more for the local manufacturers. Our plan in automobile is that starting from Q1 next year after the correction in Q4 and that we started to see in August this year.

Starting from Q1 next year, we shall see a recovery. This is what we have in the automotive. So on this one, in terms of timing, we are more positive than the distribution business, for instance, in Greater China where our customers are telling us that it's more a six-month phase of weakness..

Okay. Great. And last one if you allow on CapEx.

Could you comment on 2015 and maybe already on 2016 what you plan?.

Yeah. Certainly, I think Carlo will take this..

Yeah. Günther, good morning. We said that, again, our execution of the capital spending plan is always modular to the evolution of demand. And you could expect that with the visibility on overall demand on the second half of 2015 and, in particular, in the fourth quarter, we have significantly slowed down the plan.

So at this point, I would anticipate CapEx in 2015 at or south of $500 million..

Okay. Thank you..

You're welcome..

Thank you, Günther. Next question, please..

The next question is from Robert Sanders from Deutsche Bank. Please go ahead. Mr. Sanders, your line is open..

Yeah. Hi.

Can you hear me?.

Yes..

Yes..

Yeah. So, I just had a question maybe that you haven't – maybe you answered, but I didn't quite hear it.

Did you actually tell us what the loss in DPG was in Q3 and what it could be in Q4?.

Maybe we....

(01:03:07) take it..

So, we report the third quarter, it is a result of our product group is not usual on the package of (01:03:18) communication allows me to make an exception on the actual as opposed to both – there are two exceptionals, on the actual and the going forward. So, at the end, on the overall result of EPS in the quarter, that has been a breakeven.

MMS has contributed with about 19% operating margin, and the DPG overall with a loss of $74 million, out of which the larger part associated with the set-top box division..

Okay. Thank you. And just on the dividend for 2016, clearly, you'll – that'll come up for vote at the Annual General Meeting, I assume in May. I mean is that something that we should just continue to model out in 2016 or it will just be a decision you'll take in May? Thanks..

Normally, the calendar of preparation in Annual General Meeting which is held normally end of May is to prepare the proxy resolution by our Supervisory Board towards mid of March, normally. So this is the normal calendar. So how the position in the course of the month of March, the proposal by the board to the Annual General Meeting..

Okay. That's great. Thank you very much..

You're welcome..

Thank you, Rob.

Next question, Moira, if we have one?.

That was the last question, sir..

Okay. I think, then given it's a busy day for everybody, we appreciate....

Thank you..

...your participation and we'll speak to you soon. Thank you..

Thank you. Bye..

Ladies and gentlemen, the conference is now over. Thank you for choosing Chorus Call and thank you for participating in the conference. You may now disconnect your lines. Good-bye..