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ON Semiconductor Corporation (ON)

Q2 2016 Earnings Call· Mon, Aug 8, 2016

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Transcript

Operator

Operator

Good day, ladies and gentlemen, and welcome to the ON Semiconductor Second Quarter 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. I would now like to introduce your host for today's conference, Mr. Parag Agarwal, Vice President Investor Relations and Corporate Development. Please go ahead, sir.

Parag Agarwal - Vice President-Investor Relations and Corporate Development

Management

Thank you, Christy. Good morning and thank you for joining ON Semiconductor Corporation's second quarter 2016 quarterly results conference call. I'm joined today by Keith Jackson, our President and CEO, and Bernard Gutmann, our CFO. This call is being webcast on the "Investors" section of our website, at www.onsemi.com. A replay will be available on our website approximately one hour following this live broadcast and will continue to be available for approximately 30 days following this conference call, along with our earnings release for the second quarter of 2016. The script for today's call is posted on our website. Additional information related to our end markets, business segments, geographies, channels, and share count is also posted on our website. Our earnings release and this presentation include certain non-GAAP financial measures. Reconciliations of these non-GAAP financial measures to the most directly comparable measures under GAAP are in our earnings release, which is posted separately on our website in the "Investors" section. During the course of this conference call, we will make projections or other forward-looking statements regarding future events or the future financial performance of the company. The words believe, estimate, project, anticipate, intend, may, expect, will, plan, should or similar expressions are intended to identify forward-looking statements. We wish to caution that such statements are subject to risks and uncertainties that could cause actual events or results to differ materially from the projections. Important factors which can affect our business, including factors that could cause actual results to differ from our forward-looking statements, are described in our Form 10-Ks, Form 10-Qs and other filings with the Securities and Exchange Commission. Additional factors are described in our earnings release for the second quarter of 2016. Our estimates may change, and company assumes no obligation to update forward-looking statements to reflect actual results, changed assumptions, or other factors, except as required by the law. During the third quarter, we will be attending the Citi Technology Conference in New York on September 7 and Deutsche Bank Technology Conference in Las Vegas on September 14. Now, let me turn it over to Bernard Gutmann, who will provide an overview of the second quarter 2016 results. Bernard?

Bernard Gutmann - Executive Vice President and Chief Financial Officer

Management

Thank you Parag, and thank you everyone for joining us today. Let me start by providing an update on overall business results. We posted yet another quarter of strong business results, driven by continued focus on expanding margins and maintaining strong cost discipline. We delivered strong gross margin and operating margin performance, and our revenue exceeded the high end of our guidance for the second quarter. As I indicated in our earnings call for the first quarter, we continue to work on optimization of our business, manufacturing footprint, and cost structure, with an objective of achieving our target model. We believe that our margins have significant headroom to improve from current levels, and we have levers that we can pull to improve our profitability, even if revenue growth lags our expectations due to macroeconomic factors. We will provide additional details as specific business improvement measures are implemented. Now, let me provide you additional details on our second quarter 2016 results. ON Semiconductor today announced that total revenues for the second quarter of 2016 was approximately $878 million, an increase of approximately 7% as compared to the first quarter of 2016. GAAP net income for the second quarter was $0.06 per diluted share. Excluding the impact of amortization of intangibles and restructuring, pre-funding interest related to our acquisition of Fairchild, and other special items, non-GAAP net income for the second quarter was $0.21 per diluted share. GAAP and Non-GAAP gross margin for the second quarter was 35.1%, meaningfully above the mid-point of our guidance range, which was 34.3%. GAAP and Non-GAAP gross margin in the first quarter of 2016 was 33.7%. The significantly better than expected gross margin performance in the second quarter was largely driven by higher utilization, richer product mix, and improved operational efficiency. Average selling prices for the…

Bernard Gutmann - Executive Vice President and Chief Financial Officer

Management

Thank you, Keith. Now for the third quarter of 2016 outlook. Based on product booking trends, backlog levels, and estimated turns levels, we anticipate that total ON Semiconductor revenues will be approximately $885 million to $925 million in the third quarter of 2016. Backlog levels for the third quarter of 2016 represent approximately 80% to 85% of our anticipated third quarter revenues. We expect inventory at distributors to be flat quarter-over-quarter on a dollar basis. We expect total capital expenditures of approximately $45 million to $55 million in the third quarter of 2016. For the third quarter of 2016, we expect GAAP and non-GAAP gross margin of approximately 34.6% to 36.6%. Factory utilization in the third quarter is likely to be flat as compared to the second quarter. We expect total GAAP operating expenses of approximately $225 million to $237 million. Our GAAP operating income include the amortization of intangibles, restructuring, asset impairments, and other charges, which are expected to be approximately $25 million to $27 million. We expect total non-GAAP operating expenses of approximately $200 million to $210 million. We anticipate GAAP net interest expense and other expenses will be approximately $31.5 million to $41.5 million for the third quarter of 2016, which include non-cash interest expense and pre-acquisition interest expense of approximately $22 million to $29 million. GAAP net interest expense includes interest related to the prefunding of acquisition of Fairchild Semiconductor. We anticipate our non-GAAP net interest expense and other expenses will be approximately $9.5 million to $12.5 million. Cash paid for income taxes is expected to be approximately $5 million to $9 million. We also expect share based compensation of approximately $13 million to $15 million in the third quarter of 2016, of which approximately $2 million is expected to be in cost of goods sold, and the remaining amount is expected to be in operating expenses. This expense is included in our non-GAAP financial measures. Our diluted share count for the third quarter of 2016 is expected to be approximately 420 million shares, based on the current stock price. Further details on share count and earnings per share calculations are provided regularly in our quarterly and annual reports on Form 10-Q and Form 10-K. With that, I would like to start the Q&A session. Thank you, and Christy, please open up the line for questions.

Operator

Operator

Thank you. Our first question is from the line of John Pitzer of Credit Suisse. Your line is open. John William Pitzer - Credit Suisse Securities (USA) LLC (Broker): Yeah. Good morning, guys. Thanks for letting me ask the question. Keith, just my first question. I'm sure you saw this morning that Fairchild also reported earnings, put up very strong revenue results, but the margin profile, I think, was a lot weaker than a lot of us were expecting, gross margins down sequentially versus expectations for them to be up. I'm wondering since they don't have a conference call, can you give us some insights relative to the work you've done through your integration team to exactly what's going on? Should I view this margin profile as Fairchild just really trying to cream themselves up before you take receipt of the asset, or how should I think about that? Keith D. Jackson - President, Chief Executive Officer & Director: Well, I can't share specifics on them since we've not closed the transaction yet, but I would not anticipate the margin profile that you see as a continuing expectation. I think they will bounce back nicely in the near future. John William Pitzer - Credit Suisse Securities (USA) LLC (Broker): That's helpful. And guys, maybe for my follow-up, Bernard, you talked about in your prepared comments some levers you could pull to improve profitability. Good revenue results this quarter and the guide. OpEx was a little bit higher than I would've thought. Can you just elaborate a little bit about some of those levers; and, I guess, help me better understand relative to revenue growth, how should I think about OpEx growth?

Bernard Gutmann - Executive Vice President and Chief Financial Officer

Management

Sure, John. So, on the levers, we have talked about those in the past being manufacturing footprint, being also potential migration from 6-inch to 8-inch, just in general productivity improvements, our normal operational improvements in the factories, also potential look now that we are a bigger company, but potentially not focusing on certain areas or divesting for certain less profitable areas. And in general, we said on a normal amount we are 50% volatile on incremental revenues. Leverage on operating expenses, we should still see there, and we had a few things in the second quarter that contributed to OpEx being higher. Some of it was indeed the fact that we had taken some temporary measures to offset cost in the fourth and first quarter, which now, we have went back to lower levels. We also had a few expenses associated with the Fairchild transaction that we did not pro forma out, that are contributing to that level. In general terms, right now, our expectation is that OpEx is – we are not going to change our investment levels in OpEx, and the only increases we should expect are inflationary increases. In the third quarter, our expenses are going up because we have our full co-merit (23:19) increase, that's the main reason our operating expenses are going up. John William Pitzer - Credit Suisse Securities (USA) LLC (Broker): Thank you.

Operator

Operator

Thank you. And our next question is from the line of Chris Danely of Citigroup. Your line is open.

Christopher B. Danely - Citigroup Global Markets, Inc.

Broker

Hey. Thanks, guys. On the end market results, it looks like auto was a little below guidance, but PC was a little above guidance. Can you just talk about what led to the beat and the miss on those end markets? Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. So, on the automotive side, we actually had two customers that were doing some inventory correction for their company-specific situations, which had a little less growth in automotive than we had anticipated. And on the computing side, the adoption of the Skylake platform was actually slightly faster than we expected going into the quarter. So that gave a nice pop to the computing segment.

Christopher B. Danely - Citigroup Global Markets, Inc.

Broker

Great. And then my follow-up relates to the Fairchild acquisition. So it looks like NXP is going to spin out their Standard Products business. Do you anticipate any impact, good or bad, to your business/the Fairchild business? Keith D. Jackson - President, Chief Executive Officer & Director: Not significant. Basically, the NXP business does not match the Fairchild profile to a high degree, so really not expecting much of a change there.

Christopher B. Danely - Citigroup Global Markets, Inc.

Broker

Great. Thanks, guys.

Operator

Operator

Thank you. And our next question is from Chris Caso of CLSA. Your line is open.

Christopher Caso - CLSA Americas LLC

Management

Yes. Thank you. Good morning. Keith, wondering if you can just go through what would be the remaining milestones for the Fairchild deal closing and your conviction in getting there, as you currently expect, by the end of the month? In addition, the Fairchild update this morning talked about likelihood of selling their ignition IGBT business. Is this a requirement for closure of sale (25:15)? Keith D. Jackson - President, Chief Executive Officer & Director: Okay. So, on the closing milestones, we've been in communication with the FTC and had quite a few exchanges there. We believe that we're in a situation where we're going to have satisfactory conditions to close here shortly. The Commissioner (25:37) still have to vote on that but we're not anticipating further issues. The ignition IGBT business, that was referred to, is actually ON Semi's ignition IGBT business that is being sold and we do expect that also to be closing shortly as part of the Fairchild merger deal.

Christopher Caso - CLSA Americas LLC

Management

Okay. Thank you. And as a follow-up on automotive again, you talked about in your commentary high-single-digit growth. I assume that's over a longer term timeframe. Can you talk about some of the elements that get you there? And in addition, there's obviously some concern in the industry now about automotive units in total. How sensitive is your auto growth both in the near-term and short-term to units versus content? Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. So that high-single-digits is actually true year-on-year including this year. So it's not a future event. It's actually we expect that in 2016 as well. And it's really based on the adoption of the adaptive safety, the advanced safety features and the adaptive driving features, we thing, is going to be at a pace such that even with little to no growth in automotive unit sales, we will still see that kind of rate with our automotive content specifically because we have such a good position in the areas that are being adopted in new models so aggressively.

Christopher Caso - CLSA Americas LLC

Management

Great. Thank you.

Operator

Operator

Thank you. And our next question is from Vijay Rakesh of Mizuho. Your line is open.

Vijay R. Rakesh - Mizuho Securities USA, Inc.

Management

Yeah. Thanks guys. Good quarter and guide here. Just back on the automotive side, when you look at – just looking at the health of that industry, how is channel inventory for you and for the industry in general, and if you could give us some geographic color on that inventory side. Thanks. Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. In general, we've got good inventory positions around the world. I mentioned earlier a couple of customers had a little bit more than they desired in the second quarter that was mostly in Japan. But the rest of the world seems quite healthy.

Vijay R. Rakesh - Mizuho Securities USA, Inc.

Management

Got it. And as part of your Fairchild acquisition, do you expect any fab consolidation both for you or for the combined? Thanks. That's it. Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. We'll give more details on that after we close the transaction, but over the longer term, we will continue to reduce our footprint into larger, more efficient factories.

Vijay R. Rakesh - Mizuho Securities USA, Inc.

Management

Great. Thanks a lot.

Operator

Operator

Thank you. And our next question is from Ian Ing of MKM Partners. Your line is open.

Ian L. Ing - MKM Partners LLC

Management

Yes. Thank you. So it looks like we'll get an update on the magnitude of financial targets once you close the acquisition. But my question is, given you got more time to prepare, should we expect any changes on the pace of synergies over the next 18 months once the deal closes?

Bernard Gutmann - Executive Vice President and Chief Financial Officer

Management

In general terms, we feel very optimistic about achieving or exceeding those targets. We have basically stated that we will get about, exiting (28:58) velocity of about 50% of those synergies after six months, and that's still is in our plans, and the completion of the rest within the next 12 months.

Ian L. Ing - MKM Partners LLC

Management

Great. Thanks. And I'm just trying to reconcile some of the commentary, industrial up 15%. Obviously, that's pretty robust. I mean, it feels like some of that should be replenishment versus true end demand. Yet your channel inventory is down half a week, I mean I'm just trying to reconcile how industrial could be up so strongly with channel inventory down. Perhaps industrial specific was actually up. Thanks. Keith D. Jackson - President, Chief Executive Officer & Director: That is – first of all, seasonally, the first half is the best for industrial. And so you got a strong seasonal headwind. And then specifically, we actually did have some very, very good performance in that marketplace with the design wins we had. So we're sure there's some share gain in there as well, but it is normal for that market to be up strongly in the second quarter.

Ian L. Ing - MKM Partners LLC

Management

Okay. Thank you.

Operator

Operator

Thank you. Our next question is from Craig Ellis of B. Riley. Your line is open. Craig A. Ellis - B. Riley & Co. LLC: Thanks for taking the question. I just wanted to follow up on that outlook commentary for the wireless business. You mentioned program ramps and seasonality, but could you be more specific with respect to the ramps that you're seeing, either by geography or by class of customer, Tier 1, Tier 2, et cetera? Keith D. Jackson - President, Chief Executive Officer & Director: Well, we're expecting broad expansion in both China and non-China handsets as you go through the third quarter. It is the time that most of our customers launch their new models. And of course, they do all those builds for the fourth quarter starting in September. So it's really broad based and reflects the profile of our customer base. Craig A. Ellis - B. Riley & Co. LLC: Thanks, Keith. And then the follow-up is on the announced self-help initiatives from last quarter. I think it was $15 million in manufacturing and $8 million in OpEx, and that was SSG specific, I believe. Was any of that benefit realized in the reported quarter? And if not, when would we expect to see that hit the income statement? Keith D. Jackson - President, Chief Executive Officer & Director: You should start seeing that in the third quarter. Craig A. Ellis - B. Riley & Co. LLC: Thanks, guys.

Operator

Operator

Thank you. Our next question is from Tristan Gerra of Baird. Your line is open. Tristan Gerra - Robert W. Baird & Co., Inc. (Broker): Hi. Good morning. Given your commentary of flat inventory dollars at distis for Q3 and reconciling with your revenue guidance for the quarter. How many weeks of inventories would that translate into exiting Q3 at distis? Keith D. Jackson - President, Chief Executive Officer & Director: It'll be approximately 10 weeks. Tristan Gerra - Robert W. Baird & Co., Inc. (Broker): Great. And then what products you're seeing lead time increases, and also is there any specific end market driver, and what's the lead time range that you're seeing currently for your products? Keith D. Jackson - President, Chief Executive Officer & Director: So we have kind of an 8-week to 15-week range and some of the end markets driving that are wireless as we just mentioned with some very nice ramps in the third quarter and then in specific spots in industrial. Tristan Gerra - Robert W. Baird & Co., Inc. (Broker): Great. Thank you.

Operator

Operator

Thank you. Next question is from Ross Seymore of Deutsche Bank. Your line is open.

Ross C. Seymore - Deutsche Bank Securities, Inc.

Management

Hi, guys. Keith, a question for you on the communication side of things. You talked about the customer specific design wins and ramps in the third quarter. There's been some concerns about excess inventory potentially building up in China and creating a need for some burn off in the fourth quarter. How are you seeing that end market? Keith D. Jackson - President, Chief Executive Officer & Director: We have not seen that to-date. Certainly, we service that market a lot through distribution and those inventories are actually getting leaner. So we've certainly not seen any of that yet.

Ross C. Seymore - Deutsche Bank Securities, Inc.

Management

And I guess my second question on the computing end market. You mentioned that the Skylake ramp was helpful in the quarter, how far through that progression do you believe we are? Keith D. Jackson - President, Chief Executive Officer & Director: We're still in the low 25%, 35% range of Skylake versus other platform. So we think it still takes to the end of the year before that becomes the majority platform.

Ross C. Seymore - Deutsche Bank Securities, Inc.

Management

Thank you.

Operator

Operator

Thank you. Next question is from Rajvindra Gill of Needham & Company. Your line is open. Rajvindra S. Gill - Needham & Co. LLC: Yes. Thanks and congrats on good results. I wonder if you could talk a little bit about the seasonality given kind of the commentary you talked about the specific end markets, and indications of some stabilization in the industry. Any thoughts in terms of kind of seasonality patterns as we go into the second half. Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. So, normally, our industrial market, I'll just start with that one, is stronger in the first half than it is the second. So it kind of gets flattish as you get in to the third quarter. Computing normally would increase in the third quarter, but specifically there are increases that are going to be due to Skylake platform ramps as opposed to more computers being built. Handsets almost always go up in the third quarter, that's when they launch new platforms and get ready for the seasonal builds at the end of the year. So that's usually up strongly. Consumer also tends to be up in the third quarter, again, pre-builds for the holiday seasonality – and have I missed any? Automotive. Automotive for us normally is slightly down in the third quarter as automobile companies take down their plants for new tooling on the new models for a week or two. So it's just slightly down to flat but then picks up again in the fourth quarter. Rajvindra S. Gill - Needham & Co. LLC: Okay. That's helpful. And can we talk about some of the – Bernard, some of the gross margin drivers as we go into next year. You're benefiting from kind of a favorable mix shift while utilization rates are kind of flat. Can you talk a little bit about kind of how you foresee the business mix over the next two to three quarters impacting the margins?

Bernard Gutmann - Executive Vice President and Chief Financial Officer

Management

Sure. In general terms, mix will be a tailwind. We are purposefully focusing on automotive, industrial and wireless. All three have better-than-corporate-average gross margins. Obviously, there is some seasonality balance within that, but in general terms, the mix should be a favorable. And in general, just on utilization, our fall through model shows about a 50% incremental contribution to the bottom line based on incremental revenue. So, in addition to that, that's we had talked about. We announced the $15 million footprint consolidation that will help us as we go into the 2017 timeframe. And as we have said, we will be announcing more things as they become clear in the future. Rajvindra S. Gill - Needham & Co. LLC: Thank you.

Operator

Operator

Thank you. Our next question is from Steve Smigie of Raymond James. Your line is open. J. Steven Smigie - Raymond James & Associates, Inc.: Great. Thanks a lot. I'll add my congratulations on the nice results. I was hoping you can comment a little bit more on PC as you look forward, or computer in general. So, you guys are, obviously, getting dollar content and share on Skylake. What does that growth look like over the next couple of years? And does it make sense at this point, given your success there to maybe go a little bit harder after the server market? Keith D. Jackson - President, Chief Executive Officer & Director: Yes. So, on the PC front itself, we expect the Skylake transition to largely be over as we enter next year. So from a dollar content perspective, there are no big drivers for 2017. Share gain, obviously, as things we can continue to drive, but dollar content should be relatively stable through 2017. For the server area, there are more opportunities there, in specifically the power area. And we do expect to have offerings in 2017 for that. J. Steven Smigie - Raymond James & Associates, Inc.: Okay. Great. And then just maybe I am parsing too finely, but your comments on the macro seem a little bit more upbeat than the last quarter, and I was just wondering if you're just getting a better – little bit better read from customers that's giving you some more confidence, or am I just reading too much into what you said? Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. No. Actually, bookings have been up strongly and they've been much stronger in the summer season as this approach than we normally see. So, from an order pattern perspective, we're very encouraged, but from a macro perspective listening to the financial prognosticators on the news is not so exciting. So, I'm not sure how to reconcile those, Steve, but from the order patterns, we're very pleased. J. Steven Smigie - Raymond James & Associates, Inc.: Thank you.

Operator

Operator

Thank you. Our next question is from Kevin Cassidy of Stifel. Your line is open. Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.: Thanks for taking my question. Just with lead time stretching and inventory coming down, slight increase in utilization, is there – and maybe, Keith, to add onto your comment about your customer bookings increasing. Could it be that they're concerned of lead times stretching further? Keith D. Jackson - President, Chief Executive Officer & Director: Could be. Basically, we've been in a I guess a very lean position for a long time now, and certainly, individual customers may be coming a little more sensitive to that with the ramps of particularly handsets in the third quarter. Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.: I see. And coming into the quarter, there was concern over image sensor from one of your competitors where the earthquake in Japan had damaged a factory. Did you see any increase in bookings due to that? Keith D. Jackson - President, Chief Executive Officer & Director: There may have been some temporary sales impact, but it was certainly over in the second quarter. Kevin E. Cassidy - Stifel, Nicolaus & Co., Inc.: Okay. Great. Thank you.

Operator

Operator

Thank you. Next question is from Harlan Sur of JPMorgan. Your line is open.

Harlan Sur - JPMorgan Securities LLC

Management

Good morning and thank you for taking my question. From a bookings and backlog perspective, can you just give us some color on demand patterns by geography here in the September quarter? Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. I'll let Bernard answer. I don't know that there's any huge discernible win (39:45). The handset market is pretty much all China for us from a build perspective, and so that's going to show the strongest profile.

Bernard Gutmann - Executive Vice President and Chief Financial Officer

Management

Yeah. But in general terms, the relative strength we're seeing is pretty much across all the geographies.

Harlan Sur - JPMorgan Securities LLC

Management

Great. Thanks for that. And what were your specific utilizations in Q2? I know last call you had expected them to trend kind of in the high-70% range but looks like you guys drove a level that was higher than that. Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. And just slightly above 80% in Q2 and expected to be very similar in Q3.

Harlan Sur - JPMorgan Securities LLC

Management

Great. Thank you.

Operator

Operator

Thank you. Next question is from Mark Lipacis of Jefferies. Your line is open.

Mark Lipacis - Jefferies LLC

Management

Hi. Thanks for taking my question. Keith, I think over the past 10 years of M&A, I believe you've been articulating the view that the markets had still been too fragmented to buck the normal quarterly ASP pressures that you guys have reported over time. And I'm wondering if you saw that with the Fairchild acquisition, does the industry get concentrated enough to the point where you're in a position to start resisting some of those downward ASP pressures. That's all I had. Thank you. Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. I wish I could say that. It's really got a lot more consolidation to go before the supplier side of it, the semiconductor side that has enough strength against a very consolidated customer base.

Mark Lipacis - Jefferies LLC

Management

Thank you.

Operator

Operator

Thank you. Our next question is from Harsh Kumar of Stephens. Your line is open.

Harsh V. Kumar - Stephens, Inc.

Management

Yeah. Hey, guys. First of all, congratulations on good numbers. Two questions. If you look at the comm business, I think you're guiding for really good growth. Keith D. Jackson - President, Chief Executive Officer & Director: Yes.

Harsh V. Kumar - Stephens, Inc.

Management

... that's doing well as well and then I had a follow-up. Keith D. Jackson - President, Chief Executive Officer & Director: Okay. You cut out there. Can you please repeat the question?

Harsh V. Kumar - Stephens, Inc.

Management

Yes. So, within comm, I think you're guiding for really good growth. Is all of that from mobile or is the core networking business doing as well? Keith D. Jackson - President, Chief Executive Officer & Director: The majority of the growth is handsets. The networking side is a much smaller portion for us and continues to grow, but the handsets will be the story in Q3.

Harsh V. Kumar - Stephens, Inc.

Management

Got it. And for my follow-up, I think – would you remind us when – assuming you close the deal in about the end of the month, when would you start to expect the synergies? Is it mostly OpEx? And then your commentary suggested you're talking about meeting or exceeding those. Have you seen something new perhaps that you can share with us? Keith D. Jackson - President, Chief Executive Officer & Director: So the answer is they'll start showing up in the fourth quarter. I think as we planned and spent more time there, I think we've confirmed what we expected and we now have solid plans in place for execution. So we've got high confidence as opposed to new discoveries.

Harsh V. Kumar - Stephens, Inc.

Management

Thank you.

Operator

Operator

Thank you. Next question is from Shawn Harrison of Longbow Research. Your line is open.

Shawn M. Harrison - Longbow Research LLC

Management

Hi. Good morning. Two questions on, I guess, interest expense. Number one is do you have an updated number in terms of what you anticipate the interest expense will be for the debt associated with Fairchild? And then also is it safe to assume that you're still planning on the debt to be put to you in November, and then you would retire that debt?

Bernard Gutmann - Executive Vice President and Chief Financial Officer

Management

So for the Fairchild debt, we have a term loan B for $2.2 billion at a LIBOR plus 4.50%, with the LIBOR floor of 75 basis points. And we will also draw $200 million on our revolver at a slightly better interest rate. And yes, the current plan is to retire the – convert them when it becomes due in December.

Shawn M. Harrison - Longbow Research LLC

Management

And then as a brief follow-up, maybe I'm parsing this too closely, but is your commentary or your view on automotive production, has it declined now given what you've seen over the second quarter, or you are more just commenting on what you're seeing on news headlines versus the incoming kind of production rates to your business? Keith D. Jackson - President, Chief Executive Officer & Director: We have not seen order rate declines or inventory growth in the channel for us on automotive. The commentary on Q3 is very specific to model changeovers, and as again, very normal course of business.

Shawn M. Harrison - Longbow Research LLC

Management

Perfect, and congrats on the quarter.

Operator

Operator

Thank you. Next question is from Craig Hettenbach of Morgan Stanley. Your line is open. Craig M. Hettenbach - Morgan Stanley & Co. LLC: Yes. Thank you. Yes. Keith, just following up on the commentary about bookings in business versus macro and certainly strength in the business. Any other context whether it's a year ago, the industry kind of had to go through an inventory correction that weighed, do you think that inventory has just been matched better to demand, or anything else that you can help in terms of given that context of the business versus just what the subdued macro? Keith D. Jackson - President, Chief Executive Officer & Director: Yeah. I think there is no question that there was inventories being worked off in the first half. I think we commented on that in the first quarter. Areas like white goods, for example, look like they have pretty much worked through that and in the computing and consumer segments likewise. So, I think the Q2 numbers and inventory reductions that we've seen in our supply chain indicate to me that most of those have been taken care of now, and so, you're seeing just a bit of normal market behavior. Craig M. Hettenbach - Morgan Stanley & Co. LLC: Got it. And then just a follow-up for Bernard, just on inventory. If I look at 120 days that's kind of within your 110 to 120 days target. Will Fairchild influence that in terms of as you bring that mix of business on and how the type of inventory you guys would like to hold?

Bernard Gutmann - Executive Vice President and Chief Financial Officer

Management

In general terms, I expect that demand will not change drastically. They have been reducing their inventories over the last couple of quarters in a nice way, so they're going to be aligned or slightly lower than our numbers. But in general terms, obviously, we will look at from the synergistic point of view there is opportunity to take inventories out. We will do that, but I don't expect it to meaningfully change our model. Craig M. Hettenbach - Morgan Stanley & Co. LLC: Got it. Thank you.

Operator

Operator

Thank you. And that concludes our Q&A session for today. I'd like to turn the call back over to Mr. Parag Agarwal for any further remarks.

Parag Agarwal - Vice President-Investor Relations and Corporate Development

Management

Thank you, everyone for joining the call today. We look forward to seeing you at various conferences during third quarter. Good-bye.

Operator

Operator

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone, have a great day.