Thank you and welcome everyone to FormFactor’s Fourth Quarter 2012 Earnings Conference Call. On today’s conference call are Chief Executive Officer, Tom St. Dennis and Chief Financial Officer, Mike Ludwig. Before we begin, let me remind you that the company will be discussing GAAP P&L results and some key non-GAAP results to supplement understanding of the company’s financials. A schedule that provides GAAP to non-GAAP reconciliations is available in the press release issued today and also on the Investors section of FormFactor’s website. Also a reminder for everyone, that today’s discussion contains forward-looking statements within the meaning of the Federal Securities Laws. Such forward-looking statements include, but are not limited to projections, including statements regarding business momentum and macroeconomic conditions, demand for our products and future growth. Statements about our next generation development, introduction, and/or qualification of next-generation Matrix products, statements about the company’s recent merger with Astria Semiconductor Holdings, Incorporated, such as projected technology and products development; results and/or synergies and statements that contain words like expect, anticipate, believes, possibly, should and assumptions upon which such statements are based. These forward-looking statements are based on the current information and expectations that are inherently subject to change and involve a number of risks and uncertainties. FormFactor’s actual results could differ materially from those projected in our forward-looking statements. The company assumes no obligation to update the information provided during today’s call, to revise any forward-looking statement or to update reasons, actual results could differ materially from those anticipated in forward-looking statements. For more information, please refer to the Risk Factor Discussions in the company’s Form 10-K for the fiscal year 2011 as filed with the SEC, subsequent SEC filings and in the press release issued today. With that, we will now turn the call over to CEO, Tom St. Dennis.

Good afternoon. The fourth quarter of 2012 was one of the most significant quarters in FormFactor’s recent past. The acquisition of MicroProbe has transformed the combined company to be the largest probe card manufacturer in the semiconductor industry and the largest supplier of probe cards to the fast growing SoC probe card market. FormFactor is now in a strong position to leverage the continued growth in mobile computing to drive our own revenue growth. Looking at our revenue mix in 2013, our SoC business should be 50% to 55% of total revenue, with DRAM now at 35% to 40%. A significant change compared to the 65% to 70% of revenue from DRAM which we had prior to the merger. The integration of the two companies is proceeding forward with great progress in many areas. Together, we have identified opportunities to leverage our combined technologies to increase product capability, to reduce product cost, to expand customer relationships, to strengthen supplier engagement and to create new opportunities for our employees. The cooperation between the MicroProbe and the FormFactor employees and their enthusiasm for joint projects has been very exciting to see. Additionally, we expect to realize greater OpEx synergies in 2013 than we have previously guided for. All-in-all, great progress for the first three months together as one company. The DRAM market continued to be impacted negatively in the fourth quarter as secular changes in the personal computer market has significantly lowered demand for commodity DRAM. This negative trend is forecasted to continue through 2013 and into 2014 by some of our customers and market research firms. Customers are therefore forecasting lower investment in DRAM test and lower spending on advance DRAM probe cards. To align with this shift by our customers, we've taken steps to reduce the scope of our investments…

Thank you, Tom. Revenues for Q4 were $47.7 million, an increase of $6.4 million or 15% versus Q3 2012. Compared to the third quarter, revenues in the fourth quarter increased in SoC, but decreased in DRAM and Flash. The increase in Q4 SoC revenues resulted from the 11 weeks of MicroProbe revenues which were $19.9 million. Fourth quarter revenues for DRAM products were $16.5 million, a decrease of 37% or $9.5 million from our third quarter. The decrease in DRAM probe cards demand resulted from the continued oversupply of DRAM devices; DRAM device price declines through most of the fourth quarter and a continuing decline in demand for PCs; all negatively impacting our customers DRAM production. We do however continue to see an increased percentage in DRAM probe card revenues from customers that are transitioning for gig devices, 56% in Q4 compared to 40% in Q3; while probe cards for mobile devices continue to be a strong revenue component in Q4 as well, 41% of our DRAM probe card revenues. Flash revenues were $6.4 million for the fourth quarter, a decrease of 24% from the third quarter. Our NAND Flash revenues for Q4 were down 30% compared to Q3 at $3.7 million while our NOR Flash revenues decreased $0.4 million to $2.7 million. SoC revenues in Q4 were $24.8 million, an increase of $17.9 million from Q3. The acquisition of MicroProbe added $19.9 million for the period October 17th, the day following the close of the acquisition through December 29, 2012. For the full 13 week period, MicroProbe revenues were $23.5 million. The SoC probe card market continues to be driven by the shift away from PC applications to the growth in mobile application processors requiring more advanced probe card solutions and higher parallelism. Fourth quarter GAAP gross margin was…

Thank you. (Operator Instructions) Our first question comes from the line of Jim Covello with Goldman Sachs. Your line is open.

This is Mark Delaney calling on behalf of Jim Covello. Thomas, may be you could help us understand some of the process around (inaudible) and PC DRAM and any feedback you are getting so far from your customer base and what your expectation is in terms of what that could do you to your market share and PC DRAM?

So we are not exiting the PC DRAM space to be clear. What we did was we suspended doing any further development on a next generation matrix card. Today in PC DRAM, we are doing DDR4 designs and shipping cards for PC DRAM. The principle development around this next generation matrix card really was to provide a platform that was compatible with some of the high end testers and what happened is as we gone along as customers have reduced their investments on the [ATE] test side and redirective spending to other areas and are utilizing their installed based of test equipment as it is there today. So, our current generation matrix card plus some technologies that we can incorporate into that are going to allow us to extend that technology going forward. I think the biggest change on this is that the return that we will get from pursuing some of the most very high end testers was just not there and that the revenue that we forgo in that area, we believe can more than be compensated for by growth in SOC areas with higher degree of profitability on it and we will be able to avoid substantial R&D investment.

I understand that's helpful. And for my second question, I was hoping you could help us to understand your outlook in SOC. I think adjusting for the fact you have a couple of extra weeks, your SOC revenue is flat in the first quarter which I think it will be a period of weaker seasonality for some of the SOC probe type applications, I am seeking up to understand what’s driving the relative strength there?

Realistically I think SOC revenues quarter-over-quarter are essentially flat and you are right the seasonality is that the first quarter and the fourth quarter are the slower quarters in any given cycle so the second quarter and the third quarter are traditionally stronger as new designs come into market and as people ramp up for third quarter holiday type manufacturing. We believe that today we see the designs in process today and the qualifications in process today that would represent that same kind of seasonality where we would see upticks in the second and third quarter, and so we are planning accordingly and we would expect to see that come through.

Can you just remind what the MicroProbe revenue was for 2012 overall and do you have a view of 2013 revenue.

The revenue for 2012 was right around $103 million I believe.

We haven't provided any guidance for 2013.

(Operator Instructions) Our next question comes from the line of Vernon Essi with Needham & Company. Vernon Essi - Needham & Company: I was wondering if you could elaborate a little more on what you are seeing in the mobile DRAM market on a sort of a go-forward basis. I mean it seemed like you had a nice lift in the first half of 2012, would we expect a similar seasonal pattern to occur in 2013 with all these smartphone shipments and what not to gear up for the back half of the year.

Well on the memory side similar to the conversation we just had on SOC, the seasonality seems to be in there where the second and the third quarters are the larger quarters, the stronger quarters and the first and the fourth quarter are down. In the DRAM space obviously the PC DRAM part of it is down significantly and as you said last year we saw improvements going into the second quarter and into the third quarter although by the end of September timeframe the third quarter things had already started to roll off. There's no reason that I would expect a different cycle this year than we had last year. I would hope that there's some greater macroeconomic stability that might treat the overall market a little bit more favorably but I would expect to see the same kind of seasonal cycle in the second and the second and third quarter. Vernon Essi - Needham & Company: So you would say the mix sequentially from the fourth to the first quarter should be relatively the same between mobile and non-mobile DRAM.

Yeah, I think that consistent with this kind of secular change on the PC market, unless something hits on the ultra books or in something in that category, I would expect to continue to see it be weak. On the mobile side, as you said, I mean with all the smartphone tablets mobile applications that are going on that continues to seemingly be pretty strong. The one thing that gets grove into “PC” market is the server DRAM aspect of it. These are the DDR III and DDR IV type architectures and we believe that the Cloud and the kind of server infrastructure for that is pretty closely coupled to mobile. So depending on how server shipments go, that could help mitigate some of that commodity like DDR III, DDR IV type design drop off that’s just been lost by PCs. Some of that will be absorbed by servers. As I said, whether you believe the Gartner forecast or not, they certainly are forecasting strong growth in the consumption of DRAM in the server space over the next couple of years and I think in some ways 2012 and maybe the first half of 2013 or something are a bit of a transitional state there, but I would expect to see that play a bigger and bigger role as we go through 2013 and on in to ‘14 and ‘15. Vernon Essi - Needham & Company: Okay, I appreciate DRAM to some extent, maybe a war of attrition between yourself and your main competitor, but is there any new updates on the competitive nature of what's going on there and any possible share gains?

You know, because it is kind of just customer buying patterns, it's hard to really tease that out of it. There are two companies in the space that are doing, as we see it, 90% plus of the market between FormFactor and MJC and I can’t point to any dramatic market shifts in the fourth quarter.

Our next question comes from the line of Tom Diffely with DA Davidson. Your line is open.

Okay. Just to kind of circle back on the next generation matrix card that you kind of put on hold from an R&D point of view, is that the same generation that you recently sampled with Samsung and [some of] the cards were done at the end of December and your customers are just looking at them at that point.

We didn’t talk about specific customers on this. We have shipped that card to the three of the four DRAM customers that really had a test strategy and test roadmap that was going to require that kind of architecture, and we got through testing and qualification of those cards at all three of those customers. But as they looked at their capital spending and their plans for 2013, they have stepped back from the their investment plans on the high end of this that in order to really utilize these cards it was the really the latest generation of testers and while they had plans to have to make substantial investments in those areas that they have talked about for the past couple of years, they have really put those plans aside as they backed off on capital investments throughout their DRAM factory. So at this point in time the amount of investment that we need to continue to ramp that product up and get it to volume production isn’t warranted in light for what we see as really the revenue opportunity for the year ahead. As I indicated several of the customers have reduced their planned spending in the DRAM space for 2013 and some of this is down substantially from where it was back in the 2011 timeframe, and some of that was reflected in 2012, and that coupled with this delay or cancellation of their capital investment on the test side really present us with the opportunity to forgo this investment, avoid this expense realistically on the incremental revenue that we would have gained in the year ahead, that would have been little to know profitability due to the overall investment we would need to make, and we can redirect some of that investment to SOC and deliver the rest of it to the bottom line against that priority that we have focused on getting the portability.

Okay, is this the situation where you can take it up a year for now as the markets recover then?

Yeah, certainly we are not destroying anything by doing this, but it will take sometime to piggyback up.

Yeah, okay. I guess I am surprised you haven't seen a little more strength in last month or two just because the other pricing for DRAM, NANDs and NOR seems to be all the much stronger than it was just month and a half ago?

Yeah, I agree Tom, it’s been through December, I was pretty excited to see what was happening in the spot market at least what was most visible there and then that's been reflected in contract pricing, not as strong but certainly contract pricing has come up. Apparently, the increases in prices have been simply the result of constrained supply. They are just back in the September-October timeframe. There was a number of articles out, reports out on the fact that people were cutting back wafer starts for DRAM and earlier in the year on NAND Flash and it would appear their strategy worked. Some of those prices are up now over 50% but it doesn't appear that that's triggering a CMP to the door for the DRAM manufacturers to ramp up wafer starts. So, I honestly I felt the same way. I thought it was reflective of demand coming back and things ramping up but it doesn't appear that its demand, it appears that it’s just been constraint supply.

Okay, I hope you will make your customers little more profitable so when things pick up on seasonal basis, they will (inaudible) spend with you.

Yeah, absolutely I want them to be healthy.

Yeah, so when you look at the SOC market, you talked about the nice growth over the next few years, with the combined companies now where do you think you are in a market share percentage point of view of the advanced SOC market?

You know, we are kind of projecting back against the last set of data that was out for 2011. If we look at it and make an estimate out of it, it’s somewhere in the mid-20s. If we looked at it closely I guess we would be say it would be 27% in the 2011-2012 timeframe. We will see how the market developed in 2012 once some reports get out but clearly the largest supplier in the advanced SOC probe card space today somewhere 25% to 30% I guess.

And then I guess looking at the NAND and the NOR part divisions, in the past you said that feel like it hasn't been a big focus for you, is that still the case or is the growing focus in light of DRAM being a little softer?

I will you Tom, first focus is to get back to profitability and with the company structured as we have it now that is closer and we are better positioned than we've been anytime in the past four years. If we get these seasonal cycles to come through for us this year, it would be our intention to demonstrate that profitability. The Flash market, the NAND Flash market and to a lesser extent the NOR Flash market continues to be an area where we participate but we have not made significant product investments in that area. When you look at the overall growth, the NAND Flash market growth is forecasted by (inaudible) looks to be similar in total dollars to that of SOC and certainly that's not lost on us. We are looking at things that we can do there with a greater opportunity for return but we haven't got significant programs on that as yet.

Just to add some color to that, Tom, if you look at where we were in 2011, we did about $25 million in Flash business and in 2012 close to $30 million. So even though it's not a focus for us, it did grow about 20% year-over-year.

Okay and the final question here. When you look at the operating expense structure that you guided to for the first quarter, how much of the restructuring that you mentioned earlier does that cover and how much would that be then beyond that?

Ask that again.

From the OpEx reduction from some of your cost reduction programs that you are working on right now…?

Yeah.

How much of that is captured in the guidance for the first quarter and how much would be realized after the first quarter?

Yeah, I would say probably good 80% of that’s captured in the first quarter and then there is a piece of it that rolls into the second quarter as well and it's all captured in the cash flow breakeven thought process.

We have a question from the line of Patrick Ho with Stifel Nicolaus. Your line is open.

As you look at 2013, R&D and engineering spending, how much do you plan in terms of focusing on next generation SOC devices and where some of your, I guess, targeted markets are on a going forward basis?

Well, as I talked about in the prepared remarks here, Patrick, we recently have taken some more cost structure out of the memory side of the business if you will and all this is focused at getting to profitability at lower breakeven revenue levels. But to make sure that we continue to fund and resource the investments on the SOC side. So, we’ve got aggressive programs there focused on the continued reduction and pitch for these advanced SOC devices, so all of the advanced package parts are moving down from 175 micron, 150 micron pitch type bumps down to 120 and below 100. So we’ve got specific programs and investments going forward on that. Additionally there is a technology transition that customers are actively driving after they go to a copper pillar packaging format to do flip-chip some of that for grid array but generally speaking even for just overall flip-chip type packaging, and that will take these pitches down below 100 down to 80 microns and such and we’ve got a an integration of some of the technologies from FormFactor before their merger with MicroProbe and combined together with technologies that MicroProbe has that’s an investment there. So today we’ve got normally 50% of R&D is focused is on growing that SOC opportunity in these kind of next generation or leading edge parts of the business.

Great that’s helpful. As you continue to make your efforts to grow share in the SOC Probe card market, what are some target lockets that you are going after or like mobile application processors, what type of areas do you see the biggest potential for you to grow share in that market place?

Well that was driving the unit volume growth the most dramatically is mobile application processors, and there is a chart that we’ve shown few times that Mike Slessor at MicroProbe had put together and done the work on to look at really what’s happening with all of this grid array and C4 type packages out there, and they are growing dramatically, they are growing on a unit volume based, the packages are growing at 19% over a number of years, and what’s driving that our mobile application processors that you mentioned before. So that plus actually not just the application processors themselves, but all forms of support circuitry is going into that. So there is power management devices and based band chips and all of these are going into this advanced flip-chip packaging, and I think its very encouraging to see the kind of demand that the IC customers are putting on to the package suppliers that they see that kind of growth, and as I said everyone of those is going to get probe by advanced SOC Probe card. And I think that as this progresses down the pitch path if you will, as it goes from 120 microns to a 100, to 90 and 80 and things like that the existing technologies that have been used get more and more marginalized and it creates an opportunity for some other technologies that MicroProbe and FormFactor have together to create a real value add for customers as the probing becomes a very critical part of making sure that the entire package has the kind of performance and reliability and everything that customers need and potentially that creates a further market share growth opportunity for us where we can leverage some of the MEMS technology and all that together. So it’s really a very exciting part of the market.

And I'm not showing any further questions at this time. Ladies and gentlemen this concludes the FormFactor fourth quarter conference call. Thank you for your participation.