Good afternoon my name is Jamie and I will be your conference operator today. At this time, I would like to welcome everyone to the Third Quarter Fiscal Year 2014 Earnings Call. (Operator Instructions). Thank you. Ed Lockwood, with KLA-Tencor Investor Relations, you may begin your conference.

Thank you, Jamie. Good afternoon, everyone, and welcome to our conference call. Joining me on our call today are Rick Wallace, our President and Chief Executive Officer; and Bren Higgins, our Chief Financial Officer. We're here to discuss third quarter results for the period ended March 31, 2014. We released these results this afternoon at 1:15 p.m. Pacific time. If you haven't seen the release, you can find it on our website at www.kla-tencor.com or call (408) 875-3000 to request a copy. A simulcast of this call will be accessible on demand following its completion on the Investor Relations section of our website. This quarter we have prepared a brief slide presentation to supplement this earnings call and those slides can also be found on KLA-Tencor’s investor relations website. There, you'll also find a calendar of future investor events, presentations and conferences, as well as links to KLA-Tencor's SEC filings, including our annual report on Form 10-K for the year ended June 30, 2013, and our subsequently filed 10-Q reports. In those filings, you'll find descriptions of risk factors that could impact our future results. As you know, our future results are subject to risks. Any forward-looking statements, including those we make on this call today, are subject to those risks, and KLA-Tencor cannot guarantee those forward-looking statements will come true. Our actual results may differ significantly from those projected in our forward-looking results. More information regarding factors that could cause those differences is contained in the filings we make with the SEC from time to time, including our fiscal year 2013 Form 10-K and our subsequently filed quarterly reports on Form 10-K and current reports on Form 8-K. We assume no obligation and do not intend to update those forward-looking statements. However, any updates we do provide will be broadly disseminated and available over the Web. With that, I'll turn the call over to Rick.

Thanks Ed. I will begin with an overview of the key developments during the quarter followed by our perspective on the current demand picture and the industry CapEx outlook for 2014 and then guidance for the June quarter. I will then turn the call over to Bren for his financial commentary. KLA-Tencor delivered another solid quarter in Q3 FY 2014 benefiting from our market leadership and solid operational execution. Revenue in Q3 was in the upper half of guidance at $832 million. Gross margin was 59% at the upper end of the guided range and earnings per share also finished above the range of guidance at a $1.23 per share. KLA-Tencor strategic objectives are focused on achieving superior long term growth and market leadership while delivering sustained operational excellence with the ultimate goal of delivering industry leading products to our customers and superior returns to our shareholders. Our financial results for Q3 demonstrate continued strong execution against these strategic objectives. Now for some perspective on the current demand environment, new orders for March was $702 million finishing at the low end of the guided range for the quarter as bookings from foundry and logic customers fell below their original forecast for the quarter. KLA-Tencor bookings result in Q3 is consistent with the widely reported slowdown in leading edge logic demand seen in the industry today as customers have delayed plans for additional production capacity for 20-nanometers following a strong initial ramp. In the significant yield challenges the market leaders have encountered an early development of the 16, 14 and 10-nanometer nodes have created uncertainty over timing of these transitions in calendar year 2014. For KLA-Tencor our market leadership and growth are driven through successful collaboration with our customers. Our mission was to help our customers navigate the ever changing landscape…

Thanks Rick and good afternoon everyone. My remarks today will focus on highlights of the financial results for Q3 and my perspective on current trends in the marketplace and our business model. As Ed previously noted beginning this quarter we will post a slide presentation with additional financial data and key operating metrics to supplement my commentary. You will find this information posted along with our press release in Investor Relations section of the KLA-Tencor website. Now on to the results for the third quarter of fiscal 2014, revenue for Q3 was 832 million, 12 million above the mid-point of the range of guidance and fully diluted GAAP earnings per share were a $1.21, non-GAAP earnings per share finished the quarter above the guided range at $1.23 per share applying effective tax rate of 19% resulting from a number of factors including a higher mix of off-shore income and a release of certain tax reserves. Non-GAAP earnings would have been a $1.17 or $0.07 above the mid-point of guidance at our modeled non-GAAP tax rate of 23%. In our press release and in our supplemental financial data accompanying our results, you will find a GAAP to non-GAAP reconciliation of the $0.02 difference in EPS. My comments in the quarter will be focused on the non-GAAP results which exclude the adjustments covered in the press release. New orders in Q3 were 702 million, finishing at the low end of the guided bookings range for quarter. As Rick mentioned we’re currently experiencing a slowdown in leading edge demand. We’re encouraged the adoption by customers of our high-end inspection of metrology products in navigating these significant process transitions. As in fact today we’re positioned to achieve record bookings for both our wafer inspection and thin film critical dimension products for the full year…

(Operator Instructions). And your first question comes from the line of C.J. Muse with ISI Group. Your line is open.

I guess first question, you guys are kind of in the catbird seat in terms of the issues that your key customers are facing and I’m intrigued by your commentary about an expectation for recovery in the second half. So curious given the work that you do on yield excursions, how you’re helping your customer solve these problems? What’s giving you that confidence that we will indeed see recovery either Q3, Q4?

Yes so C.J. I think that as we look at, we look out right now I mean certainly over the course of the last part of the March quarter we did see a fair amount of churn with our customers in terms of capacity planning, really driven by some of the challenges associated with these technology transitions both in NAND and the foundry in logic side. So I think as we have worked through these plans and started to think about factory loading in terms of delivery dates and so on I think we feel like we will be able to make some progress on this and we will see some recovery in the order momentum, certainly around foundry and logic in the second half of the year. I think one of the sort of the upside factors in that relative to our more conservative outlook is that we would see broader based participation in sub-20 nanometer work in the second half of the year and I think if we see broader participation beyond the leaders then that could be something that could be a swing factor, we look at the second half of the year but right now as we look at it second half looks like it's probably up somewhere between 10% and 15% from an order perspective versus the first half of the year but we will have to see what it looks like when we get there, though as I said there has been fair amount of noise over the last month or so. So it certainly has us operating a little bit more cautiously as we look at this.

If I could ask a quick follow-up, now that we’re a bit into the vertical NAND movement I’m curious if there is sort of any update on your thoughts around process control intensity whether we’re in fact seeing that kind of 180 bps kind of increase and where you’re seeing that within your business?

We do see a lot of interest but I think it's still very early in the 3D NAND and there are some serious concerns about getting yielding processes that are economical from the manufacturer. So I think this is a case where there has been a bet on technology, it's not yet proven in terms of -- the leader or the people that are behind them that it's technically viable on an economic basis. So that you can get both the yield and the performance you need to make it make sense. So we actually see some degree of pause around that and that’s why I think that when Bren gets to the forecast for the year part of the swing factor is what happens late in the year based on what has happened early in the year. So there is some struggle, we do see more intensity but there are definitely some concerns about just getting the overall process to perform as expected from a yield perspective. Does that make sense C.J.?

It does.

Your next question comes from Harlan Sur with JPMorgan. Your line is open.

This is Saqib Jalil on behalf of Harlan Sur. Last call you mentioned some weakness or slight delays in 28 nanometer [turnaround] [ph] capacity at foundry customers. We have heard 28 nanometer starting to pick up meaningfully for shipment in second half of this year. Are you guys anticipating that some of the foundry order activity near term is 28 nanometer driven or is it all 20 nanometer and 16 nanometer [inaudible]?

We did see some pickup in activity round 28, it was minimal. I mean one thing about a maturing node is, is we tend to see less process control intensity as the node matures and so we did see some activity there, we were kind of waiting for that for the last quarter or so and it wasn’t as much as we expected but we did see some there but I think as we look forward I see at least over the course of this year probably somewhere between 60% and 70% and what I expect to see in the foundry to be 16-14 centric. So very little 28, although there is probably going to be some but most of it is focused on 16-14 through the rest of the calendar year.

And a quick follow-up, any updates on the large inspection for 10 nanometer development that pushed out to first half of calendar 2014? Shall we still expect revenues related to them in 2015 timeframe?

Yes, there is no change really in that plan. We actually ended up booking two of those systems in the March quarter and booked the third system about a week ago. So those are in backlog now but they won't ship until the early part of 2015. So that’s put a little bit of pressure on revenue through the second half of the year because that’s backlog that’s going to sit for a little while but given the customer we think it's very solid backlog and very consistent with our agreement with them in terms of lead time. So we expect those tools to ship in the early part of 2015.

Your next question comes from John Pitzer with Credit Suisse. Your line is open.

This Farhan asking a question on behalf of John. I just wanted to understand what are your expectation in terms of the mix for bookings in the June quarter, which A, as you expect the bookings to come from with regards to foundry versus logic versus memory?

Right. Here let me take a look at that for you, so looks like foundry is about 71% of June quarter, logic is 13% and memory 15% and of the memory mix 37% of that is NAND Flash. So back to after three fairly significant quarters from June through December of memory business we’re seeing something more similar to this 70-ish, 30-ish mix that going forward through here into 2014.

And in terms of the memory like it seems to be a pretty significant drop in your order intake and I just want to understand like how much is inspection specific and how much is industry specific?

Well I think around the -- I mean certainly NAND flash weakness was something I think that was probably more industry specific. I mean from a DRAM perspective we expected memory to be down in the quarter and it was relatively consistent with our expectations I think around some of the conversion activity. Our level of participation given the lower process control intensity on memory was lower and so with that level of activity out there, there was a piece of that we obviously didn’t participate in. So it was about in-line with what we were thinking through the March quarter.

Your next question comes from Tim Arcuri with Cowen & Co. Your line is open. Tim Arcuri - Cowen & Co: Bren can you sort of -- last quarter I asked you the same question but given that the shipment guidance for June is like 100 million lower than what we thought it would be maybe three or so months ago, can you maybe hold our hand on what September quarter shipment number is going to be relative to the June number?

Yes so the shipment number I mean primarily it's lower because the bookings number, the midpoint of bookings was about 800 but came in at 700. So there was a lot of, there were some orders that we are expecting to ship that didn’t materialize. So in fact then we thought that shipments would be in excess of 800 and it's where we’re now at this 730 midpoint. As I said in the prepared comments, I think as we continue here I think September is flattish so without guiding it, as I look at it now given the expectations around bookings in the June quarter and how those will flow through in terms of impacting our shipments in September. I see sort of a flattish profile over the next six months if you will with picking back up in the December quarter. Tim Arcuri - Cowen & Co: There was another one of your peers not in competition with you but in another company in your space that reported last night that has results that are significantly different than yours and it seems like they are being really uniquely helped by some of the multi-pass steps in DRAM and I’m wondering if there is any sort of perspectives, benefits that you might get from the explosion and multi-pass steps in DRAM as you down to 20 nanometer. Thanks.

Well we definitely see an increased intensity in memory as you scale and we have laid that out at SEMICON West and we’re continuing to see that trend play out. So we do see increased intensity both in memory either NAND or DRAM as we scale. So we have seen that that continues to hold and the investment continuing we will continue to see that kind of penetration off of our growth but as we said before overall the intensity in memory is lower for process control than there is in foundry or logic.

Your next question comes from the line of Romit Shah with Nomura. Your line is open.

I wanted to ask you about the Samsung GlobalFoundries partnership, it seems like in the past you know the foundry space has become very competitive leading to multiple pilot line project but recently we’re seeing evidence of collaboration and I wanted to understand from your perspective how that might impact just the total investment for FinFET looking out over the next 1 to 2 years. Thank you.

I think kind of (indiscernible) as kind of two functions from my perspective, one is it is a counter balance to the increase in cost of development that everybody is dealing with which is why of course people are driving that direction. The other thing that it certainly has done is created a much more rational market if you will in terms of guiding demand. So you’ve a customers are more careful and you don’t have multiple lines competing for the same business, so the other side of it would be if you had multiple players at FinFET all competing for the same end customer user business than what you result in as you do a lot of development and you built some tabs [ph] but you can’t fill them. So those rationalization actually I think makes the business more predictable over the long term and as a natural consequence is increase in complexity and cost. So from a planning perspective you generally favor it, what it does mean is you won't see as many spikes in demand but as we know from the past those are often meant by crashes once the capacity gets online and there is not a market for it. So overall I think it's the reality, I think that it's not a surprise. The increasing intensity of the process control makes a lot of opportunities for us and I just think what it does it reduce the volatility but in the end it's probably the same aggregate investment, it's rationalize over time.

Do you expect to see more collaboration as well?

Well I think you’re down almost, you’re not quite to a prime number of players but you’re getting close. I mean they aren’t that many people left who are advanced development on 1x design and I think that as you go forward you are pretty much down to handful and in both memory and in logic and I don’t think there is a lot more room for consolidation of prospects. There are industry consortiums where people do pretty competitive work that have been going on for a while to provide some very front end but still when it comes to process integration I think you’re down to just a handful at this point.

Your next question comes from Weston Twigg with Pacific Crest Securities. Your line is open.

I was just wondering if maybe we could look ahead into 2015 if somehow yields get back on track for FinFET and 3D NAND and we do end up with maybe a 5% up CapEx year like you’re predicting, what you think demand could grow in 2015, what kind of a percentage increase do you think could happen?

I don’t know if we want to, we can size it I mean I think when you think about these transitions and how compelling they are I think from an end market perspective I think that some of the noise around how big 2014 is some of these rather significant projects actually start to shift into next year. So I think the way we’re looking at is given the strength of these transitions, I think the commitment from our customers towards them from the leading customers to the secondary customers I think everyone is very focused I think on investing to stay competitive in the business. So I think we think we have got a year or couples of years of CapEx growth in front of us but sizing it that I have hard enough time with June let alone thinking about 2015 but I think in terms of how we’re sizing the company and how we’re running the company is that we do expect the kind of business levels we’re seeing now and holding as we sort of move through into ’15. So operating in this $700 million - $800 million range, doesn’t mean you won't have some quarter-to-quarter volatility in there but generally operating in that level and I haven't seen anything to make me think otherwise at this point.

And just real quickly, can you also give us an idea on 3D NAND activity in terms of the number of companies you see working on that fan out, has it broaden out to all four being sort of actively I guess more than actively engaged not just really doing development work but maybe looking to add pilot lines.

I would say at this point no. I would think momentum since our last call has cooled on 3D NAND, you still obviously have a leader in it but I think the other players are in development but I would say right now it's kind of slowdown in terms of active plans to drive to production and we’re not forecasting it in this calendar year.

Your next question comes from Srini Sundararajan with Summit Research. Your line is open.

I just have only one question, do you expect any 10 nanometer orders this year?

Yes, some of our forecast is baked into the second half of the year, has some early development work around 10 nanometer beyond what we have already booked on the mass inspection side. So again I think it's part of the second half thesis but obviously it's I think dependent on how progression through the current node focus and as we get to 10 nanometer we will see if that schedule holds but right now we do have some activity forecasted for that.

Your next question comes from Mehdi Hosseini with Susquehanna Financial Group. Your line is open.

Rick the first one for you, I’m looking at your shipment over the past several years, overall shipment has averaged around $3 billion and it seems to me we’re in this perpetual pause mode where we have a strong one or two a strong quarterly booking, and then things phase out and some may refer it to as a pause and to that extend my question to you is what is the confidence that all of these inflection points in technology like a 3D NAND and FinFET is going to materialize and would lead to growth in shipment. What is it's all it's spread over multiyear period and it will be more of a gradual. I hope you understood my question.

Well I think the -- yes let me just back it up and restate it and what gives us confidence that we’re going to outgrow WFE as a percent? Is that really the question?

Yes and also with the caveat that we have averaged 3 billion of shipment over the past three years. We have had 1 or 2 quarters of strong momentum and then things slows down and we have these perpetual pause mode that we have every year. What gives you confidence that next year will be any different?

Well I will actually turn it back to Bren because he has got the specific numbers but for example for calendar ’14 when we modeled this year it depends on where you think WFE lands in terms of overall but we do expect to outperform the market for the year and Bren maybe you can walk through the numbers there.

Well Mehdi, I think it is clear and if you go look from our FY ’11 through FY ’14, they were almost finished with year [ph] that we have been operating between 2.8 billion and 3.2 billion of revenue and so clearly from a historical perspective that is unique. I mean I think it's one of the issues as why we think the industry driven by the end markets has changed fundamentally that we don’t have the cyclicality that we used to have and you can have quarter-to-quarter volatility with even some debts because of customer consolidation if one customer turns on or off but at the end of the day it's still relatively less cyclical and frankly maybe a little bit more predictable over the long run. I mean I think it has changed and I think as we look at -- I think there are inflection points in the industry that can drive I think some growth but I think over, you know the area under the curve is much larger too right? Because you don’t have the volatility so you’re generating more aggregate revenue through a cycle and more aggregate obviously earnings and cash flow. So yes it's different and I think makes you know the quarter-to-quarter changes less relevant in terms of an indicator of something more broadly cyclical but I think overtime I think we can run the business more efficiently, we can generate more aggregate cash flow with less volatility. But the inflections will provide some opportunities for some relative revenue growth as well.

So let’s say in a scenario where your shipment were to average 3 billion for a few more years, would there be any expense to the operating model to be able to adjust to it given where your margins are?

Well I think you know we’re operating with our operating model that we have had historically here so. I mean I think the challenge obviously in that scenario would be how do you improve your productivity and find cost offsets to maintain your spend levels in a consistent way. I mean overtime I think we have done a pretty good job with that certainly of inflections around program spending as you’re bringing new product to market. But in general I think it's what we have been doing historically but I think we just have to look for those opportunities and keep our focus operationally, just continue to deliver the kinds of operating margins that we have over the years.

But to your point let’s assume that there was an ongoing the market stayed flat, WFE stayed flat, the percent of process control stayed flat or went up slightly and we held market share. Then what you will be left with is growth in services which are actually continue to grow overtime but we don’t anticipate it will be flat, we think there are opportunities for process control that continue to increase as a percent but it's, we don’t see it doubling, it's not going to go from 15% to 30% but based on what we have seen overtime we do see some opportunities for that to drive growth and then you also get growth in services and as Bren says, our operational efficiency keeps improving over time as we drive the revenue with pretty effective utilization of our resources.

Your next question comes from Mahesh Sanganeria with RBC Capital Markets. Your line is open.

You had a pretty good year of memory over this last year. If my calculation is correct, your orders were up 100% and you’re back down to probably 2000 level run-rate. So I’m assuming when you talk about the second half pick up you’re expecting most of that coming from foundry and none from memory, probably more sluggish or down in the second half?

No Mahesh, it's Bren, so we’re expecting obviously some recovery from foundry and logic but we’re expecting memory to improve in the second half as well. I think right now it seems later in the second half and as I said earlier I think that’s one of the swing factors in terms of actual CapEx or WFE growth in calendar ’14. You know as you think about the next phase of capacity adds, at the China NAND flash fab I mean right now we’re planning for those orders late in the year. If those were to pull in and those tools were to ship into revenue in December certainly that would have an impact on the WFE number. So right now I plan for those for some of those shipments out in early 2015 but I think as we have seen even over the last couple of months that our customers can be fairly fluid in terms of their plan. So we will see how that plays out but I expect a higher percentage of memory in the second half than we have in the first half.

And second question on the 2016, is it your opinion that 20 nanometer is completely billed out and the inflection you are waiting for is more 16 – 14 from three customers you’ve I suppose that are the three probably three customers on the foundry side. Is that the right way to think about?

I have to take to talk specifically about 20 given that it's a relatively very small number of people than (indiscernible). But I think that it is true mostly the investment we’re anticipating for the rest of the year is coming at sub20 nanometer investment on the memory and on the logic and foundry side. So that is true but that is the bulk of the investment we’re anticipating for the rest of the year.

Your next question comes from Patrick Ho with Stifel, Nicolaus. Your line is open. Patrick Ho - Stifel, Nicolaus & Company: Rick I know this very hypothetical but looking out to the 16 and 14 nanometer ramp next year, at 28 you guys benefited from a lot of the yield issues that the customer initially had where you saw additional process control capacity buys. Given the significant challenges you mentioned with FinFET, could you see a repeat of that type of scenario when 16 and 14 go into high volume manufacturing.

Yes, let me explain how the dynamic works because we have seen this moving [ph] before. When people start with a new node usually there is a fair amount of investment in the front end including in process control but if they are struggling to get yield then it's a pause because there is no point in pouring a lot more investment in if the process isn't performing and if the process isn't performing as people expect, the costs aren’t there, there aren’t enough designs behind the customers so there is this natural pause but then they restart and when they restart and when they start getting more confidence you start bringing in more customers, then you hit another set of yield problems. So I would characterize it in three phases of yield challenges, you have the developmental challenges where we participate. In fact certain of our tool sets go in more of that phase and we have seen that penetration. Then in the ramp which is can be depending on the complexity of the node can be sometime later because they have to work out a bunch of issues, not all or in many cases not many of them may not be related to what our tools can help with. But in ramp then there is a huge opportunity. Ramp is arguably the biggest opportunity for process control is during the ramp phase. Then in high volume it's more about securing the gains that people have made and that’s when the mix like in 28 and second half of last year moves towards some of the lower cost tools. So right now I would say we’re not completely done with development depending on which customers you’re talking about and we’re ways away from ramp. And when that ramp hits, I expect there will be plenty of opportunities. Does that make sense? Patrick Ho - Stifel, Nicolaus & Company:

Well I think it's right now I would say it's biased towards V-NAND but I think one of the things that I think to Rick’s point earlier I think depending on progress around improving yield reliability and cost around that node that you could see some of the bit growth get met by expanding NAND or planar capacity to support that but right now I’m thinking about it in terms of V-NAND but it certainly could change and I think there has been a fair amount of information publically recently that there are some challenges there including what Rick just talked about.

(Operator Instructions). Your next question comes from Edwin Mok with Needham & Company. Your line is open. Edwin Mok - Needham & Company: So follow-up to Patrick’s question, should the industry continue to face issue the V-NAND and some of your customer decide to spend a little more planar than rather V-NAND. how does the process of control intensity affect you with decent [ph] margin?

It's too soon to really say, I mean it depends on if they are scaling, how much they are scaling a planar. If they are not scaling then it doesn’t really, you know you go back the intensity but if they are scaling the planar there is a lot of opportunity there. The challenge has been with scaling planar is some of the technologies associated with that. There is less process control in margin in there and so you need more process control but the truth is we’re very early in the 3D NAND to know exactly what process control intensity is going to be until somebody has gone through a real ramp of it and arguably you would say more than one player because the characteristics are usually different for different players ramping. So I would say it's early but our model say that they are not that different if they are similar kind of performance expectation and device. They are different technologies but the intensity is probably pretty comparable. Edwin Mok - Needham & Company: And then you had talked a little bit about some of the shipments (indiscernible) back half as a result of this pause right? Have you seen more competitive pressure as a result of that? Has your competitor take advantage of the fact that business is slower and they try to get into a customer and say, hey qualify my queue instead because now the customer has more time to do that?

No I haven't seen any change in the competitive environment over there. I mean there is always a push by customers to get the most value that they can for their investment but if anything the thing that’s driving some of the pause is related to solving very hard problems and if anything we’re seeing more push on us providing more support and capability to our debugging some of these processes. So while I haven't seen a change negatively I would argue that we’re in some cases being relied on more heavily to debug.

There are no further questions at this time. Mr. Lockwood I will turn the call back over to you.

Thank you Jamie. And I would like to thank everyone on behalf of the management team for joining us here today. An audio replay of today’s call will be available on this website later this afternoon and again we appreciate your interest in KLA-Tencor.

This concludes today’s conference call. You may now disconnect.