A Strategic and Financial Analysis of the DRAM Industry By Matthew A. Lo B.S.E Electrical Engineering University of Pennsylvania, 2002 SUBMITTED TO THE MIT SLOAN SCHOOL OF MANAGEMENT IN PARTIAL FULFILLMENT OF THE REQUIREMENTS FOR THE DEGREE OF MASTER OF SCIENCE IN MANAGEMENT STUDIES ARCHIVES USEITS NSTITUTE SS Ly " AT THE MASSACHUSETTS INSTITUTE OF TECHNOLOGY 1UN I~2i JUNE 2012 LBRARIES ©2012 Matthew A. Lo. All rights reserved. The author hereby grants to MIT permission to reproduce and to distribute publicly paper and electronic copies of this thesis document in whole or in part in any medium now known or hereafter created. Signature of Author: May 11, 2012 MIT Sloan School of Management Certified by: Michael A. Cusumano SMR Distinguished Professor of Management Thesis Supervisor Accepted by: (J Michael A. Cusumano SMR Distinguished Professor of Management Program Director, M.S. in Management Studies Program MIT Sloan School of Management [Page intentionally left blank] 2 A Strategic and Financial Analysis of the DRAM Industry By MATTHEW A. LO Submitted to the MIT Sloan School of Management on May 11, 2012 in partial fulfillment of the requirements for the degree of Master of Science in Management Studies. ABSTRACT The manufacturing and development of Dynamic Random Access Memory (DRAM) is a large global industry that involves various advanced technologies and significant capital expenditures. The industry has seen tremendous developments over the past few decades allowing for rapidly improving product performance. The progression of the industry has also been a fantastic model for demonstrating the basic laws of economics, including the economies of scale and consolidation in high fixed-cost businesses. The first part of this thesis provides a general overview of the DRAM industry, including a brief history of the product and an overview of the essential technologies and its manufacturing process. In addition, the key business drivers of the industry are discussed and important lessons from two pivotal stages in the industry, the rise of Japanese manufacturers and the ascension of Korean producers, are presented. The second part of this thesis provides a case study on one major industry participant - Elpida Memory Inc. A company overview is first given, and then recommendations regarding the Company's future strategy and direction are presented. Thesis Supervisor: Title: Michael Cusumano SMR Distinguished Professor of Management 3 [Page intentionally left blank] 4 Acknowledgements First and foremost, I would like to thank my parents and family members for always supporting me during all the challenging moments in my life. I would also like to thank Professor Michael A. Cusumano for his guidance and flexibility during the thesis writing process. 5 [Page intentionallyleft blank] 6 Table of Contents PART 1: ANALYSIS OF THE DRAM INDUSTRY................................................ Section 1.1: Industry Background.................................10 Section 1.2: Technology Overview ................................................................ 10 15 Section 1.2.1: Technology Overview - DRAM........................................ 15 Section 1.2.2: Technology Overview - DRAM Manufacturing ......... 15 Section 1.3: DRAM Production Economics - The Importance of Technology ... 20 Section 1.4: The DRAM Cycle...................................................................... 25 Section 1.5: Lessons from Japan's Success and Failure ................................. 28 Section 1.6: Lessons from the Korean Ascension........................................... 36 PART 2: CASE STUDY: ELPIDA MEMORY INC.......................................... 42 Section 2.1: Company Overview.................................................................... 42 Section 2.2: Strategy Recommendations....................................................... 49 Section 2.2.1: Horizontal Integration ....................................................... 49 Section 2.2.2: Complimentary Asset Combination.................................. 53 Section 2.2.3: Utilize Private/Public Funds............................................ 55 Section 2.2.4: Leverage Relationships with Vertical Stakeholders........... 58 A ppendices..................................... Appendix A: .... . ------........................................................... 64 Detailed Financial Estimates .................................................... 64 B ibliography..............................--............................................................................. 7 65 List of Figures Exhibit 1: Global Sales For Selected Chips ........................................................................... 11 Exhibit 2: Largest Semiconductor Companies..................................................................... 11 Exhibit 3: Historical Global Semiconductor Sales ............................................................... 11 Exhibit 4: DRAM Market Share by Revenue.........................................................................13 Exhibit 5: DRAM Demand by Application ........................................................................... 13 Exhibit 6: PC Breakdow n of Costs ......................................................................................... 14 Exhibit 7: Smartphone Breakdown of Costs ......................................................................... 14 Exhibit 8: Historical DRAM Percentage of Total PC Costs.....................................................14 Exhibit 9: Silicon Ingot and Wafer Production .................................................................... 17 Exhibit 10: Applying Photoresist and the Photolithography Process.................................. 19 Exhibit 11: DRAM Bits/Dollar.............................................................................................. 21 Exhibit 12: DRAM Size (half pitch in nm) ............................................................................. 21 Exhibit 13: Migration Status of DRAM Companies ............................................................. 22 Exhibit 14: DRAM Manufacturer's Technology Composition (Linewidth) .......................... 22 Exhibit 15: Cash cost com parison ......................................................................................... 23 Exhibit 16: Variable cost comparison.................................................................................. 23 Exhibit 17: DRAM Variable Cost Comparison.......................................................................23 Exhibit 18: Historical DRAM Technologies and Linewidth Trends.........................................23 Exhibit 19: 200m Processed Wafer Cost Breakdown ........................................................... 24 Exhibit 20: Wafer Fab Construction Cost Trend .................................................................. 26 Exhibit 21: Worldwide Semiconductor Industry Growth Rates .......................................... 26 Exhibit 22: DRAM Cycle (1975-1995).................................................................................. 27 Exhibit 23: DRAM Market Trends and Consolidation...........................................................27 Exhibit 24: Changing DRAM Market Leadership .................................................................. 28 Exhibit 25: DRAM Generation and Market Leadership....................................................... 29 Exhibit 26: DRAM Share by Country .................................................................................... 33 Exhibit 27: Japanese Computer Shipments ......................................................................... 33 Exhibit 28: DRAM Market Leadership - 1994-2005..............................................................37 Exhibit 29: Samsung Semiconductor's Ranks in World Market Share From 1998 to 1992......37 Exhibit 30: DRAM Yield Improvements over Successive Product Generations...........39 Exhibit 31: Developing Product-based and Process-based Technologies in Parallel ........... Exhibit 32: Initiatives to Parallel Process and Technology Improvements...........................40 Exhibit 33: Income Statement of Elpida..............................................................................43 Exhibit 34: Balance Sheet of Elpida..................................................................................... 43 Exhibit 35: Historical DRAM Prices ...................................................................................... 44 Exhibit 36: Elpida Manufacturing Plant Product Mix by Production Technology ................ 45 Exhibit 37: DRAM Industry Capital Expenditures and Cash Flow ........................................ 46 Exhibit 38: Elpida Competitors Total Capital Expenditures and Cash Flow.........................47 Exhibit 39: Elpida Competitors Total Capital Expenditures and Cash Flow...........................48 Exhibit 40: DRAM Prices After Qimonda Bankruptcy ......................................................... Exhibit 41: Illustrative Micron-Elpida Merger Synergies.......................................................52 Exhibit 42: Future Server-Storage Architecture with MRAM/NAND .................................... 8 40 50 55 Exhibit 43: Illustrative Private Equity Returns.......................................................................57 Exhibit 44: Illustrative Private Equity Financial Model......................................................... 58 Exhibit 45: Apple iPad Bill of Materials ............................................................................... 62 Exhibit 46: Estimated 2011 market share within PC SSDs .................................................... 63 9 ANALYSIS OF THE DRAM INDUSTRY PART 1: Section 1.1: Industry Background DRAM stands for Dynamic Random Access Memory and is one of the major types of semiconductor products. Semiconductor products generally refer to products which include the etching of many (on the scale of millions or billions) of integrated circuits (sometimes referred to as ICs or microchips) onto silicon. These integrated circuits could then be used for data storage, complex calculations, and other uses. Other types of popular semiconductor products include microprocessors such as those manufactured by Intel or AMD, which perform the tremendous amount of calculations for today's personal computers and servers, and flash memory, which stores information on today's computers and mobile devices. Exhibit 1 below shows the major types of semiconductor products and their approximate market size and Exhibit 2 shows the industry's largest participants. The semiconductor industry has seen tremendous growth over recent decades increasing approximately 12 percent per year from 1983 to 2009, to reach total worldwide sales of $235 billion in 2009.1 Exhibit 3 below shows historical annual growth rates for worldwide semiconductor products sales. To give a very brief overview of the history of the industry, the first electronic computers actually used vacuum tubes to perform the switching of electric currents and the amplification of signals, instead of the miniaturized integrated circuits used in 1 Ma, 2010. 10 today's semiconductors. However, these vacuum tubes were bulky, fragile and The first general purpose electronic consumed significant amounts of power. computer, the ENIAC (Electronic Numerical Integrator And Computer), developed at the University of Pennsylvania, required 17,468 vacuum tubes, weighed more than 27 tons and was took up approximately 1800 square feet.2 Global Sales For Selected Chips Exhibit 1: Exhibit 2: Largest Semiconductor Companies (Ranked by 2010 estimated sales. In billions of dollas) o D JO 20 Special purpose logic Anak 40 60 N) 11 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. W "Acrcproceswc Flash memny Oploelectronics Standard cell ogic Dscate Micro.cntener a E200I sensors F2U D-SP ouhr Semiconductor Industry Association and S&P. Exhibit 3: COMPANY (COUNTRY) Intel (US) Samsung Electronics (S. Korea)' 2 Toshiba (Japan) Texas Instruments (US)' Renesas Technology (Japan) Hynix Semiconductor (S. Korea) STMicroelectronics (Swltz.) Micron Technology (US) 3 Qualcomm (US) Elpida Memory (Japan) 'Revenues for semiconductor segment. 2 Fiscal years ended 3 March 30 of the following year. Fiscal years ended September 30.. memwy E-Esimated. F-Fcrecast DRAM-Dyna-mic random acceasrwncry DSP-Dig signal Drocesscrs Source: Source: iSuppli and S&P. Historical Global Semiconductor Sales 60% -46% 42% 38% 40% -- 32% 212 20% -- %5 -% -9% 0%-n a -20% .32% Source: 2 REVENUES (61L $) -% CHG. 2009 2010 2009-10 24.3 32.19 40.02 17.50 28.14 60.8 10.32 13.08 26.8 9.67 12.97 34.1 5.15 11.84 129.8 6.25 10.58 69.3 20.9 8.51 10.29 4.29 8.85 106.2 6,41 7.20 12.3 6.88 74.2 3.95 - IC Insights and Daw Ma. http://en.wikipedia.org/wiki/ENIAC. 11 The development of smaller electric circuits allowed for rapidly-improved computing products and the creation of the computer industry.3 In 1948, John Bardeen, William Shockley, and Walter Brattain, invented the transistor, which replaced vacuum tubes, allowing for computers of significantly smaller size, of less weight, and using less power. In 1956, these three individuals won the Nobel Prize in physics for their invention of the transistor. Further progress was achieved for computing when in 1958, Jack Kilby of Texas Instruments combined the transistor with resistors and Shortly afterwards, in 1971, Intel Corp. capacitors to create an integrated circuit. created the 4004 microprocessor, the first complete CPU on a single chip, and which was used in a calculator. In 1974, Intel released the 8080 processor, which was used in many early microcomputers such as the MITS Altair 8800 Computer and Processor Technology SOL-20, and in 1975, IBM released its IBM 5100 Portable Computer and in 1976, Apple Computer released its Apple 11. DRAM was invented in 1966 by Robert Dennard at IBM, and in October 1970, Intel released the first commercial DRAM product, the i1103, which sold for $21.4 following year, over 100,000 units of DRAM were sold for commercial uses.5 The Today, the DRAM market is significantly larger, accounting for $39.2 billion in sales and 14.7 billion units (1 Gb equivalent) in 2010.6 Exhibit 4 below shows the largest DRAM manufacturers today with four companies, namely Samsung, Hynix, Elpida, and Micron, claiming over 90% of industry revenue. Samsung, alone, has about 42% of industry 3 Montevirgen, 2011. Ma, 2010. s Ma, 2010. 6 Park, J., chadha, R., chang, N., et al., 2011. 4 12 revenue. DRAM is commonly used as a form of temporary memory storage in various electronic products including computers, servers, mobile phones, video game consoles, digital televisions and DVD players. Exhibit 5 below shows DRAM consumption by application, with computing applications making up approximately 50% of DRAM demand. Exhibit 4: Rank 1 DRAM Market Share by Revenue Company Samsung 2011 Revenue($M) 3,405 Exhibit 5: DRAM Demand by Application Industrials, 7% Share(4 42.1% 2 Hynix 1,862 23.0% 3 4 5 6 7 8 Elpida Micron Nanya PowerChip Winbond ProMOS Others TotalMarket Communications, 1.172 861 381 140 121 105 46 8,092 14.5% 10.6% 4.7% 1.7% 1.5% 1.3% 0.6% 100.0% 14% Consumers, 5% Computers, s0% Peripherals,24% Source: Kim, 2011. Source: Kim, 2011. It should be noted, however, that even though the DRAM market is quite large, relative to other electronic components in an end product, DRAM makes up a relatively small percentage of total costs. As can be seen in Exhibit 6 below, in a mainstream laptop computer, DRAM costs current make up about six percent of total component costs.7 This percentage is slightly below historical values, as Exhibit 8 below shows that over the past decade, DRAM costs have made up approximately 7.5% of total PC component expenditures.8 Smartphones have been a recent popular product and now make up a significant end market for DRAM. 8 Park, J., chadha, R., chang, N., et al., 2011. Park, J., chadha, R., chang, N., et al., 2011. 13 However, like personal computers, DRAM costs only make up about four percent of total component costs for a smartphone, as can be seen in Exhibit 7 below. Exhibit 6: PC Breakdown of Costs CPU Motherboard Components IDRAM (ave. 3.8 GB/hox) Hard disk (500 GB) DVD-ROM Combo/RW Keyboard/pointing device Battery Power Adapter Casing Operating System LCD Panel (15.1 in) Other Total Component Cost FOB Price Brand Margin Retailer Margin Street Price Mid 2011 % of Total Amount 21.1% $90 71 16.7% .6.3% - 27 9.4% 40 9.4% 40 3 0.7% 20 4.7% 6 1.4% 4.7% 20 45 10.6% 44 10.3% 20 4.7% $426 100.0% $450 10.0% 15.0% $600 Amount Processor Camera DRAM NAND Flash Wireless Section User interface/sensors WLAN/BT/FM/GPS Power Mgmt Battery MechanicaVElectro-Mechanical Box contents Display Touch Screen Total Component Cost $15 17.6 9,f 38.4 23.54 6.85 6.5 7.2 5.9 33 7 23 14 $207 Manufacturing Cost BOM + Manufacturing 8 $215 Retail Price with Contract $299 Historical DRAM Percentage of Total PC Costs uss in2 12 Smartphone Breakdown of Costs Source: IHS'iSuppti andCNET. Source: J.P. Morga Exhibit 8: Exhibit 7: IA A. 9, 3Q01 3002 3003 3004 3005 3006 3007 3008 3009 3410 3011E - Desktop PCs NB PCs Average inthe past10 yean Lorgan estimates. Source: Company repotsJP, M. 14 % of Total 7.2% 8.5% 4.4% 18.5% 11.4% 3.3% 3.1% 3.5% 2.8% 15.9% 3.4% 11.1% 6.8% 100.0% Section 1.2: Technology Overview Section 1.2.1: Technology Overview - DRAM 9 DRAM is a type of integrated circuit that stores data in a digital form. Many references describe the operations of DRAM with an analogy to a leaky water bucket. A DRAM memory cell, which consists of one transistor and one capacitor etched onto silicon, stores a bit (either a "1" or "0") by filling the cell with electric charge. Capacitors, however, lose charge - hence the analogy to a leaky water bucket, which loses water - so the DRAM cell needs to be constantly refreshed. cells are refreshed at least every 64 ins. Typically, DRAM It should be noted that because DRAM needs to be constantly refreshed with electric charge, it is commonly referred to as dynamic memory (as opposed to other forms of static memory) or volatile memory. It should also be noted that because DRAM needs to be refreshed, it cannot serve as a form of permanent storage, because it will lose its contents when it does not have access to electricity. However, because the design of DRAM is relatively simple, requiring just one transistor and one capacitor, it is one of the cheapest forms of memory and can be manufactured at very high densities. Section 1.2.2: Technology Overview - DRAM Manufacturingo The production of DRAM requires numerous steps requiring very expensive equipment operating at extraordinarily-small dimensions. As will be discussed in detail later on, DRAM 9 Shih, 2009. 1 Ma, 2002; Montevirgen, 2011; and Intel corporation. 2011. 15 manufacturing requires extremely high end technology and specialized equipment, yet DRAM products are viewed as commodities and sold for relatively cheap prices. In November 2011, Yukio Sakamoto, chief executive officer of Elpida, one of the world's largest producers of DRAM, commented that, "Elpida is using the state-of-the-art production technology, yet the finished products are sold for half the price of a rice ball."" Overall, the general process of DRAM production requires etching a circuit design onto an extremely pure silicon wafer, through photolithography or photomasking, where light is shown through a photomask imprinting a circuit design onto the silicon wafer. The exposed silicon is then treated with chemicals to alter the electrical character of the silicon. After additional cleaning and chemical treatments, a diamond-edge cutting saw is used to cut the wafer into actual chips, which are then tested and packaged. A more detailed description of DRAM production includes the following steps: - Wafer preparation: All DRAM manufacturing begins with an extremely pure circular sheet of silicon, or a wafer. This wafer is cut from a silicon ingot, which is produced from purified, melted silicon. The ingot is usually made from adding a seed crystal to melted sand to grow a large silicon crystal. This silicon needs to reach a purity of 99.9999999% (commonly referred to as nine nine's purity) to qualify as Electronic Grade Silicon. In the past, these ingots were 40 or 50 mm in diameter, but today most DRAM manufacturers work with wafers of 200 or 300 mm in diameter. As will be discussed later, DRAM companies have sought larger wafer sizes to reduce production cost per memory chip. Some DRAM manufacturers are currently preparing to upgrade their facilities to handle 450 mm diameter wafers. 1 Culpan 2011. 16 A 300 mm wafer typically weighs approximately 100 kilograms (or 200 pounds).12 After a pure silicon ingot is prepared, a specialized cutting saw is then used to slice the ingot wafers, which are polished to have a mirror-like surface. Exhibit 9: Exhibit 9 below shows the different steps of ingot production. Silicon Ingot and Wafer Production Ingot from Melted Sand Source: - Finished Ingot Ingot Slicing Intel. Wafer Processing: After cleaning the silicon wafers, ultrapure silicon is grown as a thin layer on the wafer surface as an epitaxial layer (or "epilayer"). This layer allows for improved performance in the subsequent fabrication procedures, which require the wafer repeating a cycle of processing steps 16 to 24 times to build up to 25 layers of materials for a semiconductor chip.13 Each semiconductor manufacturer has its own proprietary method of producing its chips, but wafer processing generally includes the following steps: 0 Layering - thin layers of insulating, semiconductor, or conductive materials are placed on the wafer surface through a variety of methods. Some manufacturers use growing techniques, such as oxidation, which is similar to the process of rusting. deposition methods, such as chemical vapor deposition (CVD), Others use where gaseous compounds in a high heat and low pressure environment allow for a thin film to be 12 13 Intel Corporation, 2011. Montevirgen, 2011. 17 deposited on the wafer. Another common deposition approach is sputtering, or physical vapor deposition, which utilizes a physical process where charged argon gas atoms dislodged atoms from a target material and onto the wafer's surface. M Patterning - the wafer is coated with a light sensitive liquid, called photoresist, and then placed into a stepper with a photomask, a quartz plate which holds the desired circuit designs. UV light is then shown through the photomask (similar to a stencil) in a process called photolithography or photomasking, and the parts of the photoresist that are exposed to UV light become soluble. A lens is typically used while projecting the circuit design onto the wafer, which will hold a design that is four times smaller than the design on the photomask.1 4 The stepper then moves the wafer to print the circuit design on another part of the wafer. Solvents are then used to remove the photoresist exposed to UV light, and the remaining photoresist is removed with another solvent, in a process called stripping. Exhibit 10 shows the application of photoresist and the photomasking process. 14 Intel Corporation. 2011. 18 Exhibit 10: Applying Photoresist and the Photolithography Process Applying Photoresist Source: " Photolithography Process Intel. Doping - doping atoms are then applied to the wafer to create electronically active areas. Two common methods of doping include thermal diffusion, where a dopant source material is vaporized and then deposited onto the wafer surface, and ion implantation, where ions are physically placed onto the wafer. " Heat treatments - the wafers are then heated and cooled to purify or repair the wafer. For instance, in a step called anneal, the wafer is heated to above 700 degree centigrade to repair the damage from ion implantation. - Wafer Cutting and Packaging. Finished wafers are then cut into pieces, called dies, and tested. Typically more than one thousand chips can be produced from a 200 mm wafer, and approximately 2,400 chips can be manufactured from a 300 mm wafer.15 takes chips which have passed quality tests for final packaging. A die bonder then A wire bonder connects gold or aluminum wire between connections on the die and the final package to allow for electrical connectivity. 15 Montevirgen, 2011. 19 Section 1.3: DRAM Production Economics - The Importance of Technology16 Over recent decades, DRAM manufacturers have invested tremendous sums of funds into technology development to keep their products competitive. Significant portions of these capital expenditures have gone to putting more stored bits on a chip, allowing for increased storage per dollar for customers. Exhibit 11 below shows the exponential increase in storage capacity per dollar as of 2009. To increase storage capacity per dollar, one method the DRAM industry has focused on is decreasing integrated circuit linewidths, or the distance between transistors, on each chip, producing denser chips for a given chip size. As the linear distance between transistors decreases, the area a transistor occupies decreases by a power of two - for instance, if transistor size decreases by half, the transistor occupies only one-quarter of the surface area. This has led to Gordon Moore's prediction in 1965 that which states that the number of transistors on a chip approximately doubles every 18 months allowing for the processing speed to double and the price to fall by 50%. Decreased circuit size also provides the benefit of reduced power consumption, which is becoming increasing important with the growing popularity of mobile computer devices. As an example, Intel in 1971 released its first chip with 400 transistors, and in 2008, its Core 2 Duo microprocessor had 291 million transistors, and in 2011, its chips each had approximately 1 billion transistors. 7 Exhibit 12 below shows the DRAM industry's historical and estimated future reduction in circuit linewidth in 2009. 16 17 Ma, 2010; Shih, 2009; and Shih 2011. Shih, 2011. 20 Exhibit 11: DRAM Bits/Dollar Exhibit 12: DRAM Size (half pitch in nm) 100000 10000 1000 10 r, r, Do M oo L~ O 0 00 00 0~C 0 rV 0 0) 0' go 0 0 (o 0 0 --4 LO -40W000M00000 0 0 Source: Willy Shih. 0 f,0 0 Source: 000 0 0 0 0c0 M r"M -- MCCna 00 0- 0 00 0 0 0 0 0 C 0 M 1-0 0 Willy Shih. Currently, the DRAM industry is quite diverse in terms of the level of linewidths that companies are producing. To construct a new semiconductor fab requires significant sums of capital and time, so industry participants cannot quickly upgrade all of their facilities to match market demand. Building a DRAM fab requires at least one year, and 70nm DRAM fabs cost over $3 billion to construct, with smaller linewidth facilities expected to cost significantly more.' 8 Currently, Samsung and Elpida are leading the industry, producing DRAM at 27 nm and 32 nm linewidths, respectively, as can be seen in Exhibit 13 below. Exhibit 14 shows that the largest DRAM manufacturers in the industry, Samsung, Hynix, Elpida, and Micron, lead the industry in technology with smaller Taiwanese companies, such as Promos and Powerchip, producing at 60 and 70 nm linewidths. 18 Shih, 2009. 21 Migration Status of DRAM Companies Exhibit 13: 2010 10 Samsung Hynix 40 30 35nmeva 20 2011 10 20 30 40 44nm 48nm Micron 4 65nmXS 58nm Epida Nanya 5nfm3 Nomura. Source: Exhibit 14: DRAM Manufacturer's Technology Composition (Linewidth) 100% T -r 80% ~- 40% Hynix 1Oxnm+ 0l5xnm Source: -- --- 60%~ Samsung Slpida Mkron k-9xnm N 8xnm RP4xnm 3xnrn Promos Powerchip Nanya .7xnrn M6xnm 02xnm DRAMeXchange, Goldman Sachs. One should note that the manufacturing technology differences in the industry are no small matter, and can lead to significant cost differences for industry participants. As can be seen in Exhibits 15 and 16 below, packaging and test costs do not vary significantly for different production technologies, but processing costs can drop dramatically with decreased linewidths. For instance, as Exhibit 15 shows, 30 nm wafer processing costs can be approximately 40% below that of 50 nm wafers. Given that DRAM is oftentimes viewed as commodity, particularly for personal computer applications which do not emphasize low power consumption technologies, this significant cost difference could have a dramatic effect on a DRAM manufacturer's revenues. Exhibit 18 shows a partial history of DRAM technologies and their related decreasing linewidths. 22 Exhibit 15: Cash cost comparison Exhibit 16: fuss) Variable cost comparison (US$) 1A 18 1.4 L2~ 0.8 0.6 0. 0.4-- 02 1 012 4Xnm SWaf:erpcesscosts Gesmtcusts. Packagecots Source: 4Xam UWaferprocesscoss DRAMeXchange, Goldman sachs. Source: Packagecosts 3Xntn Testcosts DRAMeXchange, Goldman Sachs. DRAM Variable Cost Comparison Exhibit 17: USSI1Gb eq. Ful cost Cash cost Mvbterial cost Source: 5Xnm 3Xnm 5xnm 1.7 1.1 0.7 4xnm 1.1 0-7 3xnm 0.8 0-5 0.3 0.4 2xnm 0.5 0.4 0.2 Nomura. Exhibit 18: Historical DRAM Technologies and Linewidth Trends DRAM Trends Process type Line width (pm) Product Year lKbit 1970 PMOS 8.0 Transistors (K) 4 4Kbit 1974 NMOS 8.0 8 16Kbit 1976 NMOS 5.0 16 64Kbit 1979 NMOS 3.0 66 256Kbit 1982 NMOS/ CMOS 2.0/1.50 262 IMbit 1986 CMOS 1.20 1,049 4Mbit 1988/1991/199411996 CMOS 0.8/0.50f0.35/0.3 4.194 16Mbit 1991/1994/1996 CMOS 0.50/0.35/0.30 16,777 0.35/0.30/0.25/0.23/0.18/0.15 64Mbit 1994/1996/1997/199811999/2000 CMOS 128Mbit 1997/1998/1999/2000/2001 CMOS 256Mbit 1998/1999/2000/2001 /20022003 CMOS Source: 0.25/0.23/0.18/0. 15 0.13 0.23/0.18/0.1510.13/0.11/0.09 67,109 131.072 262,144 ICKnowledge and Daw Ma. Besides decreasing transistor linewidths to improve operating performance and product performance, DRAM manufacturers also focus on wafer size. In manufacturing DRAM chips, the vast majority of costs are fixed costs related to equipment, therefore producing memory chips from a larger wafer allows for the equipment cost to be amortized over more chips per batch, reducing processing costs per chip. Machinery and equipment expenses typically account for about 85% of 23 the set-up costs related to a $2-3 billion DRAM fab and equipment usually lasts for only two product generations.1 Because equipment is so expensive, depreciation costs usually make up approximately 70 percent of total wafer processing costs, as can be seen in Exhibit 18 below. Currently, most DRAM producers are using equipment which handles 200 mm (approximately eight inches) or 300 mm (approximately 12 inches) in diameter wafers. Using 300 mm wafer allows for 125% more chips per wafer, and reduces costs by approximately 20%.20 200m Processed Wafer Cost Breakdown Exhibit 19: Probe Yied Loss Chmicah/Gaes Mfasks Maintenance Wafer (Total Pacsed Wafer Cost $1,400) $900 S1,000 Depreciation $0 $100 $200 $300 $400 $500 $600 $700 $800 Future Horizons and Daw Ma. Source: A third factor that DRAM manufacturers focus upon is production yield, which As new equipment is brought online, a can dramatically affect production costs. learning curve is sometimes required to increase production efficiency. Production defects can cause initial yields in DRAM production to be as low as one-third to one-half of total produced chips, but yields can usually be raised to over 90% within 21 twelve to eighteen months. 19 20 21 Ma, 2010. Ma, 2010. Ma, 2010. 24 Section 1.4: The DRAM Cycle The competitive DRAM industry has seen industry participants spend significant sums to rapidly improve their technologies and remain competitive in the industry. Exhibit 20 below shows the large capital requirements, which have been growing at an exponential rate, for new generations of DRAM. so expensive and requires a year or longer to construct, Because a wafer fab is DRAM manufacturers have rushed to expand capacity during times of strong DRAM pricing and profitability to increase profits. It should also be noted that producers have sought to rapidly build scale, because unit profitability increases with increasing production quantities. Industry studies have shown a "72 percent learning curve" from empirical data, showing that unit costs will drop by 28% as output quantity doubles. 2 3 Thus, producers will oftentimes run their fabrication facilities as much as possible to earn back the facilities' large construction costs. This has caused the industry to experience significant cyclicality in its short history because when end market demand slows or decreases, a glut of DRAM product is left on the market and DRAM prices collapse. This cycle has repeated numerous since the development of the first DRAM memory chips. Exhibit 21 shows the past cycles through overall semiconductor market growth rates. Exhibit 22 shows the past DRAM cycles of different DRAM product generations through the mid-1990s. Exhibit 23 shows historical monthly DRAM sales, overlaid with NAND + DRAM revenue growth rates and significant industry events. 22 2 Exhibit 23 also shows that in the mid-1990s, there were approximately 20 Shih, 2009. van de Gevel, 2000. 25 major DRAM producers, which has whittled down to four major production groups today - demonstrating that the vicious DRAM cycle has claimed numerous causalities in the past few decades. Exhibit 20: Wafer Fab Construction Cost Trend BinimUD Wafer Fab Cost Tmnd 4.0 3-50 3.5 3.0 15 140 2.5 2.0 1.5 1.00 1.0 0.40 0.5 0.05 0-10 75 80 0.0 70 Source: 05* 95 90 25 10" IC Insights and Daw Ma. Exhibit 21: Worldwide Semiconductor Industry Growth Rates 60% -r 46% 38% 40% 37% 28% 20% 9% |1 0% -9% -17% -40% -- Source: ICInsights and Daw Ma. 26 -8% .10% Exhibit 22: 1800 DRAM Cycle (1975-1995) T 1600 1400 1200 £ k/ 1000 1K 4K =0 800 16K 64K 600 256K 400 4M 200 16M 0 64M I'- t%- r- CO to (o CO 0m CO 0 year Source: ICE and John A. Mathews. Exhibit 23: DRAM Market Trends and Consolidation Pecounies mideveloped coidmes & PC fornotelbook Demand in BRIC-s andset demnwd fromdeveloped ecoismsdraclfmRMSSw~jr (USSmn) 7000 r500 DSC.MP3,3G TaiSetSD t IPOD Globalmonty RANDsales (LHS) eM Globalmonty DRAMsales (LAS) 6,000. - NAND+DRAM salesgrowth(yyRHS) i 5,000 4,000 1l DRAM 20 p- 3,000 - 2,000- IN Aj I vimw -. 11 V' A 1,000- ~iel Orop-out 78 79 80 Major historicd 81 82 8 3 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 minestones WIJapan Senic-n. Agreement PIaa Ageement Domnat OS PCRAMRqrmt Doninant IC Tarmanese ery Kreenr DO 256K 1bI Aset Koran maes Asia CIsts Y2K -- EalazuakeA Japan (95.2) Gi War i Iraq War (03) Taiwan(99.9) Win95 Win9 WinO WinXP VISTA Win7 64bit OS 64M 128M Sync 256M DDR512MDDR2 1G DDR32G 386(color)486 PenfiumP2 P3 DualChannel.AMso SantaRosa SandyBridge GunWar Wini.1 Win2.O 1M(US) 4M(Japan)16M(Jaan) 286 Source: WSTS, Nomura estimates 27 ,a (100) (200) Section 1.5: Lessons from Japan's Success and Failure in the history of the DRAM industry, two very important events include the spectacular rise of Japanese manufacturers in the 1980s and the ascent of Korean producers in the 1990s. Given the tremendous capital requirements, significant technology required, and the first-mover advantage of American producers, the Figure 24 below shows progression of these new market entrants is truly amazing. the changing corporate leadership as defined by market share in the DRAM sector over the last four decades or so at key inflection points demonstrating the rise of Japanese producers, such as Toshiba, NEC, and Mitsubishi, in the 1980s, and then Korean producers, namely Samsung, in the 1990s. Exhibit 24: Changing DRAM Market Leadership 4K DRAM Market share 1M DRAM 46 Texas Instruments (US) Mostek (US) 14 NEC (Japan) 4 National (US) 3 Source: Market share 4M DRAM n Toshiba (Japan) -Market share (%) (%.) (%.) Intel (US) 1992 1990 1975 13 sansung (Korean) 14 NEC (Japan) NEC (Japan) 10 Hitachi (Japan) 11 10 Toshiba (Japan) 11 S Fujitsu (Japan) 9 (Japan) Hitachi (Japan) Daw Ma and J. Yu. As mentioned earlier, Intel released the first commercial DRAM memory in the early 1970s, and it, along with other American manufacturers, came to dominate the market over the next few years. By 1985, nine major American DRAM companies emerged, including Intel, Zilog, National, Intersil, Motorola, Mostek, Micron, Inmos, and Texas Instruments. These companies dominated the global DRAM market 28 claiming approximately 95% of the first generation of DRAM chips (1K) in 1971 and about 83% of the market for second generation 4K chips in the mid-1970s.14 Exhibit 20 below shows the leadership of American DRAM producers in the early years of the industry (and the subsequent rise of Japanese competitors). manufacturers American DRAM thrived at this time, not only because of an early grasp of semiconductor and DRAM technology, but because of the DRAM industry's close links to the US military during the 1970s Cold War, which provided for a well-funded customer base and research and development support. Exhibit 25: DRAM Generation and Market Leadership Device type Volume USA Japan production 1K 1971 95 5 4K 1974 83 17 16K 1977 59 41 64K 1979 29 71 256K 1982 8 92 1M 1985 4 96 4M 1990 2 98 16M 1997 n.a. n.a. 64M 1999 n.a. n.a. 256M 2000 na. n.a. Source: A.J.W. van de Gevel. However, the lead of American DRAM companies in the space decreased quite quickly as Japanese memory producers enjoyed a tremendous rise in their market share for the industry. As Exhibit 25 shows above, Japanese producers claimed 41% of the DRAM market for third generation 16K chips in 1977, and later came to dominate the market, holding 92% of fifth generation 256K DRAM chips by 1982. 24 van de Gevel, 2000. 29 Furthermore, by the mid-1980s, many American DRAM manufacturers, which had previously led the industry, even exited the market, including Intel, Zilog, National, Intersil, Motorola, Mostek, and Inmos. Significant research has been performed studying the impressive climb of Japanese DRAM producers in the 1970s and 1980s and the corporate initiatives and strategies that lead to their success. Tilburg University professor, van de Gevel, lists various government initiatives that supported the Japanese DRAM industry and aided 25 in its success: - Controlled Access. Van de Gevel suggests that the Japanese government aided in the success of Japanese companies by closing the Japanese domestic market to foreigners, encouraging the purchase of domestic memory products; assisting Japanese firms in acquiring memory technology, such as patents and licenses; and implementing foreign direct investment barriers. - Government financial support. Van de Gevel also mentions that the Japanese government aided local companies in the DRAM space by providing research and development subsidies, depreciation tax breaks, and subsidized loans from government development banks. - R&D Support. Van de Gevel also postulates that the Japanese government, through its Ministry of Trade and Industry, also helped the Japanese memory industry by helping to reduce the cost of risky research and development. They did this by providing subsidies and helping to form the Very Large Scale Integration 25 van de Gevel, 2000. 30 (VLSI) project, which saw the formation of joint research among the five major Japanese semiconductor companies (Fujitsu, Hitachi, Mitsubishi, NEC and Toshiba), and which accounted for almost 40% of integrated development in the late 1970s.2 6 circuit research and The government provided long-term loans to finance $200 million for the project. This collaboration is credited with helping the industry significantly, and produced over 1,000 patents. Van de Gevel also mentions briefly that Japanese engineers were able realize better technology breakthroughs because of Japan's unique corporate culture. He mentions that because Japanese had a closer attachment to their employers, Japanese memory manufacturers saw decreased employee turnover, which improved learning within their organizations. Van de Gevel also details conditions related to American semiconductor manufacturing which hurt the competitive position of DRAM producers in the United States - namely the separation of manufacturing from product development. According to Van de Gevel, American DRAM manufacturers typically bifurcated their organizations, with one group focused on innovation and product development and another focused on production and manufacturing cost. This structure led to new product designs which lacked input from manufacturing professionals, and products with low "manufacturability." This, in turn, increased manufacturing errors and reduced production yields, which as highlighted in an earlier section, can devastate a semiconductor company, given that fixed costs related to manufacturing equipment 26 van de Gevel, 2000. 2 van de Gevel, 2000. 31 are so high. To compound this problem, Van de Gevel also mentions that because land and labour costs were rising so rapidly in the Silicon Valley area, DRAM producers located their production and assembly groups in low-wage regions, and their research and development teams in more expensive areas, that contained the required human capital resources necessary to advance their semiconductor technologies. Japanese firms on the other hand, according to Van de Gevel's research, closely integrated product development with manufacturing, allowing for improved production yields relative American competitors. For instance, Japanese DRAM companies pursued more conservative circuit designs, to increase product reliability and decrease product failure. In addition, Van de Gevel notes that Japanese DRAM companies more closely integrated their businesses with semiconductor equipment manufacturers. American firms switched equipment suppliers often, and cancelled equipment orders more rapidly when demand decreased. This behavior put financial pressure on equipment suppliers, who would lack the adequate funding to develop new technologies for memory production. Lastly, Van de Gevel mentions the Keiretsu system in Japan, as another reason for the success of Japanese DRAM producers. Van de Gevel believes the Japanese Keiretsu corporate structure allowed for a lower cost of capital for Japanese memory companies, giving them better access to funding for technology and product development. Japanese companies also employed systems of Statistical Process 32 Control (SPC), Total Quality Management (TQM) and Total Preventive Maintenance (TPM) which helped them increased their product yields and lower production costs. However, while studying the success of Japanese DRAM manufacturers can uncover some valuable lessons regarding technology management, studying the industry's decline in the 1990s can also reveal some interesting lessons. In the late 1970s and 1980s, Japanese DRAM companies did enjoy a spectacular rise in the industry, but in the 1990s, their market decline was almost rapid. Japanese DRAM manufacturers captured approximately 80% of the global DRAM market in the mid-1980s, but by the end of the following decade, Korean competitors surpassed their production levels and soon held over 50% of the DRAM market by the mid-2000s. 8 Exhibit 26 below shows the decline of Japanese DRAM manufacturers. Exhibit 26: Exhibit 27: DRAM Share by Country Japanese Computer Shipments 25000 12 Japan US 1975 1980 Mainframe 1965 Year 1990 19s 9.83 20I 1985 1 97 1989 1911 1913 1995 1997 Year Source: Yunogami, 2005. Many theories explaining the decline of Japanese DRAM producers have been proposed but one of the most interesting explanations comes from Takashi Yunogami from Doshisha University. Through numerous interviews with Japanese semiconductor engineers and managers from the 1980s, Yunogami hypothesizes that 28 Yunogami, 2005. 33 Japanese DRAM companies lost their dominance in the industry not because of technical failings, but because managers did not see the transition of DRAM end markets from mainframe computers to personal computers, as can be seen in Exhibit 27 above. 29 According to Yunogami, Japanese firms were accustomed to extremely stringent quality and reliability standards for their DRAM products because major customers such as Nippon Telegram and Telephone Corp. (NTT) often required 25 year guarantees on operating performance for the DRAM in their phone operator systems. However, by the 1990s, when personal computer demand began to rapidly increase and surpass the mainframe market, managers at Japanese DRAM companies did not change the cultural focus within their firms and continued to produce DRAM products with excessively-high quality standards, making their products uncompetitive with that of Korean competitors on a price basis. For instance, Yunogami cites research by Kanazawa (2000), which revealed that while Japanese DRAM producers focused on designing DRAM technology and manufacturing processes that emphasized extended periods of product use, competitors simplified their technology and processes to make lower quality DRAM with fewer manufacturing steps at a faster pace. Yunogami mentions how Micron Technology designed processes which used only two-thirds of the number of masks that Japanese competitors required in their process flow, greatly reducing manufacturing costs. In addition, Yunogami's research shows that as non-Japanese DRAM companies accelerated their focus on manufacturing yield and lower costs, Japanese producers stubbornly maintained their emphasis on excessive 29 Yunogami, 2005. 34 levels of high quality, with one Japanese semiconductor engineer proudly saying that, "Only our factory can guarantee the quality of DRAM for over ten years,"30 despite the lower quality requirements of personal computer DRAM. Yunogami's research also describes how Japanese DRAM manufacturers were not content using standard manufacturing equipment like their competitors, but instead placed orders for higher performance customized equipment. This overemphasis on high technology by Japanese their companies likely slowed development cycles and increased manufacturing costs relative to peers. However, it should be noted that politics also played a significant role in the demise of Japanese DRAM companies. In 1986, after complaints by American DRAM competitors that Japanese firms were dumping DRAM product in the United States and that American firms were deprived of fair access to the Japanese market, Japan and the United States signed the Semiconductor Trade Agreement (STA). Among the major points of the agreement between the two countries was the promise of the Japanese government to help American DRAM companies. In a secret side-letter to the agreement, the Japanese government agreed to help American companies increase their DRAM market share in Japan to slightly above 20 percent. In addition, the Japanese government agreed to vague terms to prevent third market dumping, and implemented this by instituting voluntary export restraints to Japanese DRAM companies, which would attempt to raise export prices. The signing of the 1986 STA was extremely beneficial to upcoming Korean producers in the late 1980s, as Korean 30 Yunogami, 2005. 35 DRAM companies, such as Hyundai and Samsung, had incurred enormous losses developing their DRAM products prior to the agreement between the United States and Japan and were even debating staying in the industry, were given an entry into the United States market.3 According to Jung (2005), due to new limitations of the 1986 STA, Japanese manufacturers focused their resources on developing next generation DRAM products, allowing for Korean companies to capture market demand in lower technology DRAM segments. For instance, while Japanese manufacturers focused on developing 1M DRAM, Samsung and Hyundai were able to become the dominant suppliers of 64K and 256K DRAM.3 However, this market opening at the low end of the DRAM market allowed Korean companies to develop their capabilities, and by 1991, Samsung was also the world's largest producer of 1M DRAM chips.3 3 Section 1.6: Lessons from the Korean Ascension After Japanese manufacturers saw an incredible rise in the DRAM space during the 1970s and 1980s, Korean memory companies achieved enviable success in the 1980s and 1990s. Exhibit 28 shows how Korea producers, such as Samsung and Hynix (formerly Hyundai Electronics; merged with LG Semiconductor), significantly increased their DRAM market share in the 1990s. In 1994, Samsung had about 14% market share of the global DRAM market, but by 2005, it more than doubled its market share to 32%. Samsung and Hynix, together, increased their DRAM market share from 22% in 1994 to 48% in 2005 (1994 figures exclude the market share of LG Semiconductor, 31 32 3 Jung, 2005. Jung, 2005. Jung, 2005. 36 Today, Samsung and Hynix which was merged with Hyundai Electronics in 1999). together have approximately 65% of global DRAM market share.3 4 On a larger scale, including other types of semiconductors such as microprocessors, Samsung saw its ranking in the overall global semiconductor market increase from about #7 in 1988 to #1 in 1992 (please see Exhibit 29 below). Exhibit 28: DRAM Market Leadership - 1994-2005 1994 Market Share 0 Samsung (Korean) 1995 Market Share %o 1996 Market Share %o 14% Sansung (Korean) 16% Samsung (Korean) 25% NEC (Japan) 11% NEC (Japan) 11% NEC (Japan) 12% Hitachi (Japan) 10% Hitachi (Japan) 10% Hitachi (Japan) 10% Toshiba (Japan) 10% Toshiba (Japan) 9% Hyundai (Korean) S% 9% Toshiba (Japan) Hytundai (Korean) S% Hvundai (Korean) 1998 Market Share %?/ Samsung (Korean) 1999 Market Share % 2000 Market Share % 12% Hyundai (Koreau) 10% 10% Hitachi (Japan) 2001 Market Share % Samsung (Korean) 31% 21% Hyundai(Korean) 21% Micron (US) 22% 18% Hynix (Korean) 19% Infaieon (Germany) 11% Nanya (Taiwan) 5% Hyundai (Korean) Hyundai (Korean) 10% Micron (US) I1% NEC (Japan) 10% NEC (Japan) 10% Infieon (Germany) 9% LG Semicon (Korean) 9% Infmeon (Gernany) 8% 2003 Market Share % Micron (US) NEC (Japan) 7% 2004 Market Share % 2005 Market Share %, 33% Samsung (Korean) 30% Sainsung (Korean) 31% Saisung (Korean) 32% 19% 18% Infmieon (Germany) NEC (Japan) 22% 14% Micron (US) 19% 8% LO Semicon (Korean) 9% Micron (US) Samisung (Korean) Samsung (Korean) Samsung (Korean) 16% Samsung (Korean) 22% 2002 Market Share q 1997 Market Share % Micron (US) 13% Infimeon (Gennany) 17% Micron (US 16% Hynix (Korean) 16% -lynix(Korean) 15% Micron (US) 14% Hynix (Korean) 13% Hynix (Korean) 14% Infineon (Gerany) 14% Qimonda (Gennany) Nanya (Taiwan) 6% Nanya (Taiwan) 5% Elpida (Japan) 6% 13% 8% Elpida (Japan) Source: IC Insights, iSuppli, Semico Research Corp., In-Stat, and D. Ma and J.Yu. Exhibit 29: Samsung Semiconductor's Ranks in World Market Share From 1998 to 1992 1988 Toshiba 1989 Toshiba 1990 Toshiba 1991 Toshiba 1992 Samnsung 2 NEC NEC Samsung Sainsung Toshiba 3 Fujitsu TI NEC Hitachi Hitachi Samsung (7th) Samlsung (5th) Rank I I 1 Source: Kim, Shi, and Gregory. 3 Kim, 2011. 37 f_ The impressive rise of Korean DRAM companies, such as Samsung and Hynix, highlight numerous lessons for technology management. Much research has been done exploring the corporate initiatives that led up to the success of Korean DRAM companies, and this section will highlight many of them. One factor often mentioned in the research explaining the achievements of Korean DRAM companies is the increasingly improved manufacturing of each successive DRAM generation, which has been labeled as the firm "learning how to learn," 35 or "double loop learning."3 6 As Exhibit 30 illustrates, Mathews and Cho suggest that with each new generation of DRAM, Korean companies more rapidly improved manufacturing yields. This can be seen in the chart below with the slope of each DRAM generation's production yield becoming steeper, showing production yields increasing faster. Furthermore, Exhibit 30 shows that when production was switched from pilot production to mass production (the line below which intersects the four production yield lines), the manufacturing yield was higher in each DRAM generation. This trend suggests that Korean DRAM organizations were improving operations with each new DRAM technology. 35 Mathews 1999. 3 Argyris, C., 1995. 38 Exhibit 30: DRAM Yield Improvements over Successive Product Generations Yidd (%)0 100 nis podn 704M 256K omMmm Ii pikat podin to mzs podn 50 pikt R&D podn 1985 Source: 1985 1991 1993 " Yrofmass podn Mathews and Cho. Another important initiative that Korean companies pursued to help them achieve commercial success in the DRAM industry was to closely couple manufacturing with product design, which, coincidentally, was one of the key factors leading to the success of Japanese companies. Kim, Shi and Gregory and illustrated how Samsung improved their process technologies and product technologies concurrently to allowing them to achieve strong sales and profitability. This process also allowed Samsung Semiconductor to produce memory chipsets 6-12 months faster than its nearest competitors. The procedure is outlined in Exhibit 31 below where new product development (NPD) is pursued alongside manufacturing improvements. Exhibit 32 below shows some of the specific organizational structures and procedures put in place to encourage parallel improvements of both manufacturing and new product technology, including co-location of manufacturing and design, job rotation, and overlapping matrix structures. 37 Kim, 2002. 39 Exhibit 31: Source: Developing Product-based and Process-based Technologies in Parallel c[::' Strategy IF-* Strategy Kim, 2002. Exhibit 32: Initiatives to Parallel Process and Technology Improvements Efforts 0 R&D Activity Results PrAWlpeooect proceA vnh mziani - prc * Organsational Structure 110Miklyof . ' Eadypwduct btmdimt pr *ty A Uealon ecdanlope.-al resnolspac maecinn wih-acmnj= . tap be een prodactwiaed -doe-based *De-bi for protbe soh* i p oeimne persoa&Cag a-bun catonerfe.w*0 "*"a*""u*"".""'c ***"t**"''****"' **"**** sechologie * eacati ktaobeeiei tap betweeii prod~t-bed S NPD Process - tech - Tmine wmks =Mcbmiwa Manufacturinr Process * * . R ' " oe''**d**W"' * Presoype auumeftwe . Source: Oeem. .eta naaenfa.uaagd n, .r woe.s-i, ene""'''** b*"**** *""-"""''***"a * +rManufactmingco4ocation noxmand Bawsmanatese Mt-e- pnonct-baWwanare-s-b-w 8Aad*npecea lead-ftme Eipeanrdt aleh m . vMa-actmnmnapaPewn lanclung logies - - c b~ Recing pojec iead-time Eadypeanct e proe" Wene peoces iud~.- ~ * T-IA"-epcp -t Infctase poonct Jield raho Re-acing poductkncot ag pr*ai-t- ~*ed *chadry sVaWime- Kim, Shi, and Gregory. Finally, many other reasons, some related to government initiatives and country demographics, have been listed as contributing to the business achievements of Korean DRAM manufacturers. 38 Some of these include: 3 3 Byun, 1989. 40 u mm-wa f..<e y - Aggressive management style of founders. It has been mentioned that many domestic Korean semiconductor firms were managed by the companies' founders, who had significant shareholdings and business experience. These managers employed an effective, aggressive management style. - High-quality, inexpensive labor. Korean DRAM manufacturers were able to benefit from a well-educated workforce, many educated abroad, that accepted relatively low wages. At the time, the labor cost per hour in Korea was only 11% and 22% of that in the United States and Japan, respectively.3 9 - Support from conglomerates. Many Korean DRAM companies were part of a larger conglomerate, which allowed them to benefit from strong financial backing as well as in-house consumption of their memory products. - Focus on specific products. Korean semiconductor firms as a whole targeted select chip products, such as DRAM, SRAM, and ROM, allowing for them to develop a competitive edge in these segments. - Functional level support. Korean DRAM companies implemented various initiatives to support their memory businesses, such as creating offices in Silicon Valley, collaborative research with other domestic firms, producing OEM products, and utilizing automation to realize better quality control. - Government support. The Korean DRAM industry benefited from government subsidies that allowed for improved research and development and employee training, which companies alone would not be able to afford. 3 Byun, 1989. 41 PART 2: CASE STUDY: Section 2.1: ELPIDA MEMORY INC. Company Overview Elpida Memory Inc. is one the world's largest manufacturers of DRAM in the world, making DRAM memory products for device/consumer electronics industries. the personal computer and mobile The Company is based in Tokyo and has its main manufacturing facilities in Hiroshima, Japan and Taiwan, through its 63%-owned joint-venture subsidiary, Rexchip Electronics Corp. The Company was formed in 1999, through the combination of the DRAM units of Hitachi and N.E.C, and in 2003, further expanded its scale by acquiring Mitsubishi Electric's DRAM unit. In 2004, Elpida became a public company when it listed on the Tokyo Stock Exchange. As of September 2011, the Company had 5,957 employees on a consolidated base (3,206 on a non-consolidated basis). In fiscal year ending March 31, 2011, the Company had revenue and EBITDA of JPY 514.3 billion and JPY 161.6 billion, respectively, but industry analysts expected a significant drop in profitability for the Company in fiscal year 2012 as Revenue contracted significantly (Exhibit 33 below). In addition, given its high debt load of approximately JPY 300 billion (Exhibit 34 below), the Company ultimately filed for bankruptcy in February 2012. Please see Appendix A for more detail on Elpida. 42 Exhibit 33: Income Statement of Elpida Exhibit 34: JPY in bilions Balance Sheet of Elpida JPY in bilions 2011 2012E Revenue % Growth V514.3 V280.5 -45.5% Gross Profit % Margin 101.5 19.7% -59.4 -21.2% EBITDA % Margin 161.6 31.4% 4.2 1.5% EBIT % Margin 35.8 7.0% -125.4 -44.7% Net Income % Margin 15.2 3.0% -138.5 -49.4% Source. Companydata, Macquarie Research. CBs (unsecured) Bonds (unsecured) LT debt Rexchip Elpida in Japan Capital leases Total debt Less Rexchip 93.3 45 147.3 -60 -87 72.5 358 Receivables Inventories PPE PPE less Rexchip Cash -35 -70 -490 ~310 >50 Book value of investments/other Equity ex minority interest 25-30 -190 298 Source: Cortpanydata, Macquarie Research. In regards to Elpida's product focus, the Company manufactures DRAM for both personal computers and non-mobile electronic devices. The Company does not give specific public disclosure in regards to its production output composition, but analysts estimate that its revenue is split approximately 50-50 between PC and non-PC Premier DRAM.40 Its Premier DRAM output includes lucrative sales of mobile DRAM which is used for mobile devices including mobile phones and tablet PCs. Elpida is actually one of the DRAM suppliers to Apple for its iPad and iPhone devices. While commodity PC DRAM prices have dropped precipitously recently, as shown in Exhibit 35 below, with many producers expected to be selling near their marginal cost of production, mobile DRAM is the main driver for DRAM companies including Elpida, providing gross margins of approximately 30%. 40 Thong,2012. 43 Analysts estimate that Elpida's mobile DRAM sales account for about 15% of bit sales, yet make up as high as 40% of total revenue.41 Exhibit 35: Historical DRAM Prices a70 PC 2Gb DDR3 DRAM Spot & Contract Price Current spot: 50,50/Gb Currem contract 0 52/Gb 0,60 Z 0.45 Souce DRA5 echane, Bensten Resarch In addition to Elpida's product mix, it should also be highlighted that the Company has strong process technology relative to its peers as the majority of its DRAM output utilizes 30nm technology, allowing for smaller chip sizes and lower power consumption (please see Exhibit 36 below). Its 30 nm technology also allows for the Company to enjoy a significant cost advantage over smaller peers, as manufacturing costs for 30 nm products are almost 30% below that of 40 nmn DRAM (Exhibit 17, full cost). Elpida, while smaller than competitors Hynix and Samsung, also has significant economies of scale in the sector, having approximately 14% market share and being the third largest DRAM producer, as was shown in Exhibit 4. 41 Thong, 2012. 44 Exhibit 36: Elpida Manufacturing Plant Product Mix by Production Technology Mar-10 Hiroshima 300mm tab 3Xnm 4xnm 5X/6Xnm 66nm XS (63nrn) 65nm S (68nm). 70nm etc. Rexchip (Taiwan) 300mm fab 3Xnm Jun-10 Sep-10 Source: Mar-11 Jun-11 sep-11 Dec-11 Mar-12 130K/mo 130KImo 130K/mo 115K/mo 120K/mo 120K/mo 120K/mo 95K/mo Slight -20% -30% -3040% -20% -30% -50% -60% -60% -50-60% -60% -50-60% -30-35% -20% -10% -5-10% 95K/mo >50% <50% ~0% -30% ~50% 85K/mo -40% -20-30% -30% -20-30% 85K/mo 85K/mo 4Xnm SX/6Xnm 65nm XS (63rnm) 65nm S (68nm), 70nrn etc. Dec-10 ~5% -75% -25% ~90% -5% -80% -20% -30% -10% 85K/mo 80% S -20% 85K/mo v slght -100% 85K/mo 85K/mo 70K/mo -None -35% -70-80% ~5% -96% ~66% -20-30% or 65K/mo -100% ~0% NN Thong, 2012. Overall, Elpida has tried to be a technology leader in the industry, spending significant sums on research and development and capital expenditures, which has helped it develop very strong technology capabilities, but has also burdened the Company with significant levels of debt. In regards to its leading technology, Elpida, in 2011, was the first company to complete the 25 nm manufacturing process, which it began shipping in July 2011. In 2010, the Company developed the industry's smallest, most current-efficient 30 nm SDRAM and in 2009, the Company led the industry with the industry's smallest 40 nm SDRAM. However, in racing to develop the latest technology, Elpida imprudently funded its expenditures with debt instruments, as opposed to cash from its operations or equity. This trend was particularly pronounced in recent years, when the Company began to rely too heavily on new debt issuances for its funding needs. Its main competitors, Samsung, Hynix and Micron, on the other hand, were able to fund themselves with cash flow from non-DRAM segments or with more moderate debt levels. Exhibit 37 below shows historical DRAM capital expenditures. As can be seen, Elpida in every year spent heavily on capital expenditures, investing in its 45 business even when cash flows were negative. Its competitors also spent heavily, but were able to fund their DRAM businesses with cash from other operating segments. Exhibit 37: DRAM Industry Capital Expenditures and Cash Flow (USDin llions) Estimated DRAM Capex Samsung Hynix Micron Elpida Total DRAM Industry Capex (1) 2003 $3,045 1,181 1,188 $2,000 250 1,811 240 $7,123 $1,800 350 900 345 $4,787 $2,100 $3,000 $3,210 $3,500 $4,200 $3,900 1,606 4,129 1,000 1,800 3,400 500 2,500 1,000 1,000 1,497 1,500 1,400 1,754 1,333 1,395 877 912 1,153 $6,781 $11,065 $13,873 $17,072 $22,834 $11,374 $2,200 733 380 625 $5,128 31.0% 27.1% 7.4% 14.7% 134% 100.0% 9.0% 13.5% 10.4% 100.0% 42.9% 14.3% 7.4% 12.2% 100.0% % of Total Industry Capex Samsung Hynix Micron Elpida Total DRAM Industry Capex 28.1% 32.9% 37.6% 7.3% 12.8% 3.5% 12.8% 25.4% 18.8% 54% 3.4% 7.2% 100.0% 100.0% 100.0% Free Cash Flow (2) Samsung Hynix Micron Elpida $4,560 3,457 2,002 NA Capex as % of Free Cash Flow Samsung Hynix Micron Elpida 66.8% 55.6% 23.5% 17.8% 20.9% 38.2% 34.2% -75.2% 191.4% 46.6% 59.3% 229.5% 155.7% 351.9% 129.2% NA NA NA -504.5% -399.1% $3,595 -333 789 NA 2006 2009 2002 500 2005 2008 2001 $9,251 2004 2007 2000 23.1% 20.5% 13.0% 19.9% 10.8% 8.2% 12.6%K' 7.8% 8 100.0% 100.0% 18.4% 18.1% 10.9% 6.1% 100.0% 34.3% 14.1% 8.8% 7.7%j 100.0% $7,669 $11,766 $14,339 $13,016 $15,808 $15,921 $12,146 $14,527 1,051 2,786 3,450 3,694 -342 183 1,072 2,618 1,206 2,019 937 1,018 1,237 1,159 578 284 848 804 -517 -181 -289 191 291 NA 24.7% 22.1% 64.6% 98.6% 69.3% 121.3% 920.5% 458.0% 32.1% 15.1% 26.4% 69.7% 111.8% -470.0% 266.8% 98.2% 31.5% 164.5% 109.1%7-121.0% Source: Capitalexpenditures fromYoshikawa, 2009. Freecash flowfromoperations fromCapitalIQ. Note: Usesaverage exchanges rates fromforecast-chart.corn notpresented. (1) Includescompanies as Cash FlowfromOperations. (2) Estimated Exhibit 37 above, however, does not offer a full perspective on the funding of operations for each company listed above. This is because Elpida's main competitors listed above also had non-DRAM capital expenditures, which would have absorbed cash flow as well. Exhibit 38 below shows total capital expenditures and total cash flow for Elpida's main competitors, including cash flows from non-DRAM segments. As can be seen from Exhibit 38, even after accounting for the cash flows of non-DRAM segments, Elpida's competitors more prudently managed their funding needs and did not overly-extend themselves and burden themselves with excessive debt. 46 Micron and Hynix, however, have been quite aggressive in their capital spending, as Exhibit 38 shows them spending large sums of capital to expand their business even in years with relatively little to no positive cash flow from their businesses. Exhibit 38: Elpida Competitors Total Capital Expenditures and Cash Flow (USD in miions) 2000 2001 2002 2003 2004 Total Capex Samsung Hynix Micron $4,877 2,018 1,127 $4,004 393 1,489 $4,051 395 760 $6,460 687 822 $9,160 $11,270 $12,304 $13,188 $12,807 1,658 2,692 4,845 5,554 2,563 1,081 1,065 1,365 3,603 2,529 Free Cash Flow (1) Samsung Hynix Micron $4,560 3,457 2,002 $3,595 -333 789 $7,669 $11,766 $14,339 $13,016 $15,808 $15,921 $12,146 $14,527 183 1,072 2,618 2,786 3,450 3,694 -342 1,051 578 284 1,159 1,237 2,019 937 1,018 1,206 Capex as % of Free Cash Flow Samsung Hynix Micron 107.0% 111.4% 52.8% 54.9% 58.4% -118.3% 216.1% 64.1% 56.3% 188.6% 131.4% 289.1% 63.9% 63.3% 93.3% 2005 86.6% 96.6% 86.1% 2006 77.8% 140.5% 67.6% 2007 2008 82.8% 105.4% 150.4% -750.2% 384.5% 248.4% 2009 $6,319 794 488 43.5% 75.5% 40.5% Note: Micron statistics include distortions (relative to DRAM capital expenditures due to acquisitions and divestitures. (1)Estirated as Cash Flow from Operations. Overall, while Elpida has been able to develop very strong technical abilities in the DRAM space, the Company was too aggressive with its financial leverage, and funded itself with exorbitant levels of debt. Exhibit 39 below shows Elpida's capital raising activities, and the Company's excessive use of debt, particularly in 2008 and 2009, when the Company issued over USD 2 billion in debt obligations. A strategic mistake by the Company's management may have been for it to rely too heavily on DRAM products for its survival. While its peers were able to support themselves with cash flows from non-DRAM segments, Elpida stayed focused on only the DRAM product group, making it very susceptible to the price swings and profitability cycles in the DRAM industry (as highlighted in section one of this thesis). 47 Exhibit 39: Elpida Competitors Total Capital Expenditures and Cash Flow (USD in millions) 2003 Net Debt (1) $80 Equity Total New Capital 2004 $1,143 2005 2006 2007 2008 2009 507 602 $1,029 956 $597 0 -$378 1,147 $1,059 12 $1,009 1 $588 $1,745 $1,985 $597 $769 $1,070 $1,010 14% 65% 52% 100% -49% 99% 100% 35% 48% 0% 149% 1% 0% 100% 100% 100% 100% 100% 100% % of New Capital Net Debt (1) 86% 100% Equity Total New Capital Source: Capital IQ. Note: Uses average exchanges rates from forecast-chartcom (1) Debt issued, net of debt repaid. Unfortunately, Elpida's funding mismanagement came to a calamitous end early this year in 2012, when the Company filed for bankruptcy. On February 29, Elpida filed a petition for restructuring with the Tokyo District Court. A supervisor was appointed that will temporary control the Company until a Trustee is appointed by the Tokyo District Court. The court could appoint an independent Trustee, or name the Company's current CEO, Yukio Sakamoto, as the Trustee. Some analysts expect Sakamoto may be appointed to lead the Company, so that a faster reorganization process can be implemented, while others have mentioned that creditors may prefer new Company management given the surprise bankruptcy filing of the Company. It should be noted that two provincial governors, which house Elpida's fabrication facilities, have asked the National Government to provide financial support to Elpida. It should be noted that the Government rescued Elpida in 2009 with a JPY 30 billion funding package from the Development Bank of Japan. In addition, the future restructuring process and direction of the Company is further muddied by the fact that 48 no leading creditor, oftentimes a bank, has offered to take control of the reorganization process. Section 2.2: Strategy Recommendations Elpida now sits in a precarious situation, and faces being another victim of the vicious DRAM cycle which has claimed so many causalities in the past. In 2009, a competitor, Qimonda, a spin-off of Infineon Technologies which itself was spun-off from Siemens AG, filed for insolvency. The Company at one point was one of the top five DRAM manufacturers in the world, with close to 64 billion in revenue. However, oversupply in the market and the 2008 financial crisis lead the Company to bankruptcy and eventually complete liquidation. Today, the Company exists purely as an entity to market its intellectual property portfolio. Elpida faces this same potential outcome, as Qimonda's equipment was eventually sold to Texas Instruments for 18 cents on the dollar.42 However, as dire as Elpida's situation seems, this section will discuss several strategic options that it could pursue to benefit Company stakeholders. Section 2.2.1: Horizontal Integration One strategy that Elpida can pursue (or at least use as a bargaining tool while exploring other options) is to consider horizontal integration by merging with a competitor. This additional industry consolidation would continue the trends discussed in earlier sections of this thesis. 42 Thong, 2012. 49 Micron Technology would be a very likely candidate as a merger partner or acquirer of Elpida and could reap significant benefits from such a corporate event. While Micron has seen some success as the only major American DRAM supplier today, its position in the industry is by no means absolutely secure, given it has approximately 10% market share, and competes against Samsung (about 42% market share) and Hynix (about 23% market share). Given the tremendous advantages of scale in this industry, as highlighted in Section 1 of this thesis, Micron could benefit tremendously from a combination with Elpida. Firstly, with fewer competitors in the sector, more controlled capital spending can be implemented by companies, allowing for less capacity surpluses and less volatile pricing during times when demand slows. In 2009, after Qimonda went bankrupt, DRAM prices rapidly increased, as market supply corrected and better met market demand. Exhibit 40 below shows DRAM pricing after Qimonda's bankruptcy in 2009. Exhibit 40: DRAM Prices After Qimonda Bankruptcy 2.50 Elovatod price sustahnd tuni 30 ~2,0 Omndbanrup"c .0 Low:$0 580 b 0:00 D N Source: DRAMeXchange, Newman, 2012. 50 Secondly, a combination of Micron and Elpida could allow Micron to expand its product offerings. Currently, Micron has a small presence in the mobile DRAM market, of only approximately 7.3%, while this segment offers higher-margins (gross margins of -30%) relative to commodity PC DRAM and is growing rapidly (some analysts expect it to grow sevenfold by 2015, from 2011 levels).4 3 Elpida has a relatively strong mobile DRAM product, with landmark clients such as Apple, and a presence in the iPad and iPhone. In addition, significant cost synergies can also likely be squeezed from a combination of Elpida and Micron allowing for improved profitability from the combined entity. Currently, Micron as a standalone entity has approximately -3.7% Net Margins, but assuming a combination with Elpida and an elimination of Elpida's SG&A costs, the combined company could see Net Margins increased by approximately 100 bps to -2.8% (please see Exhibit 36 below). In addition, if the merged entity could further decrease Elpida's R&D expenses by 50%, this would allow for a pro forma Net Margins of approximately 0.4% (as displayed in the sensitivity tables of Exhibit 36). If Micron and Elpida were to merge, there could also be some revenue synergies, from Elpida selling some of Micron's NAND Flash memory products (which Elpida currently does not produce) allowing for increased sales. Exhibit 41 below shows small revenue synergies of 5% of Micron sales layered on top of R&D expense reductions, which would give the combined company 3.3% Net Margins - a 600 bps increase from In addition, one should highlight that the Micron's standalone Net Income margin. 4 The Times of India, 2012. 51 illustrative analysis below does not account for potential savings in capital expenditures and the benefits of shared knowledge involving technology and manufacturing processes, which helped Japanese and Korean manufacturers in the past to achieve significant commercial success. Exhibit 41: Illustrative Micron-Elpida Merger Synergies ($ inn.imns) Micron Elpida Adjusted Elpida Pro FormaNet income Sensitivity M+E Revenue $8,601 $5,774 $5,774 COGS Gross Profit % Margin 7,113 $1,489 17.3% 4,851 $923 16.0% 4,851 $923 16.0% 11,964, $2,411 16.8% 922 $14,375 R&D SG&A Extraordinary Exp. Operating Profit % Margin 920 594 6 -$31 -0.4% $0 0.0% $0 0.0% 1,842 594 61 -$31 -0.2% Interest& Other Inc. Pre-tax income % Margin -140 -$171 -2.0% -142 -$142 -2.5% -142 -$142 -2.5% -282 -$313 -2.2% Tax Minority Int. (Profit) Equityin Affil.(Loss) Net income % Margin 39 15 94 -320 -3.7% -52 0 0 -$90 -1.6% -52 0 0 -13 15 94 -$409 -2.8% 922 %/$ Revenue Synergy (1) 0.0% 2.5% 5.0% 7.5% 10.0% $0 215 430 645 860 % R&D exp. Reduction / $ R&D exp 70.0% 60.0% 50.0% 30.0% 0.0% $277 $369 $461 $645 $922 $236 $144[ $52 -$1321 49 451 359 267 83 -194 666 574 298 21 881 789 697 513 236 912 1,004 728 1,097 451 5a Pro FormaNet MarginSensitivity %/$ Revenue Synergy (1) 0.0% 2.5% 5.0% 7.5% 10.0% % R&D exp. Reduction I $ R&D exp 70.0% 60.0% 50.0% 30.0% $277 $369 $461 $645 $0 1.6% 1.0%1 0.4%j -0.9%E 215 3.1% 2.5% 1.8% 0.6% 430 4.5% 3.9% 3. 2.0% 645 5.9% 5.3% 4.6% 3.4% 860W 7.2% 6.6% 6.0% 4.8% I 0.0% $922 -28%l -1.3% 0.1% 1.6% 3.0% based on iron reveme. (1) Percentage Nole: iclkdes assurM ns *om 0j.2012 It should be noted that because the DRAM industry has consolidated so much over recent years, other viable suitors among competitors may be limited. Samsung already has approximately 42% market share (as shown earlier in Exhibit 4), and anti-trust issues could be major obstacle if Samsung were to merge with Elpida. Customers would likely protest strongly, fearing such concentration among their suppliers. Hynix, too, with about 23% market share may also catch the attention of anti-trust regulatory bodies, but more importantly, Hynix is more focused on its NAND Flash business, and appears to want to want to limit further expansion of its DRAM segment, and use it as a cash cow to create cash flow to re-invest into its NAND 52 business.44 The limited interested buyers of Elpida within its industry may decrease its negotiating power as it restructures, but other options are also available as highlighted below. Section 2.2.2: Complimentary Asset Combination Companies outside the DRAM space could also be appropriate suitors for Elpida and another strategic option for it to consider. Toshiba is a possible candidate. Toshiba is a diversified electronics company, selling products including computers, televisions, imaging and storage systems, but does not have a presence in the DRAM industry. The Company actually exited the DRAM industry in 2001, when it sold its DRAM segment to Micron. The Company, however, could have an interest in Elpida because the market appears to moving towards a combined DRAM + NAND flash chipset as Samsung announced a combined embedded multi-chip package with both DRAM and NAND Flash in January 2012 for mobile devices.45 Samsung's technology is expected to allow for a simpler design process for users, as well as enhanced performance and longer battery lives. To be competitive and have a full product mix, Toshiba may have to re-enter the DRAM industry or at least form a partnership with a DRAM manufacturer. Acquiring Elpida could be one strategy for it to use in competing with Samsung in the NAND Flash space. In addition, a purchase of Elpida by Toshiba could help it develop its own storage business, which may involve 44 Newman, 2012. 4s Shilov, 2012. 53 the integration of next generation Magnetoresistive random-access memory, or MRAM.4 MRAM is a non-volatile memory technology which stores O's and 1's with magnets, as opposed to DRAM technology which relies on a transistor and a capacitor. MRAMs, however, do still utilize transistors in their design, and Toshiba, having sold its DRAM unit in 2001, has lost its internal transistor product knowledge. Therefore, an acquisition of Elpida would help Toshiba regain expertise in transistor technology. Combining with Elpida and integrating Elpida's transistor technology with its MRAM development could ultimately help Toshiba with its storage business. 47 Currently, computer architectures rely on memory feeding hard disk drive systems, but there exists a 1,000 times speed gap in the transmission between RAM and permanent storage HDDs.4 If Toshiba can fully develop its MRAM product, it could then insert its MRAM and NAND product offerings, in between the DRAM and HDD storage layers of corporate storage networks, allowing for improved speed/performance (which is gaining in importance with the emergence of Big Data trends) and lower power consumption. Exhibit 42 below illustrates the potential future architecture of corporate server/storage networks. It should also be noted that a combination of Elpida and Toshiba would imitate one of the aforementioned strategies of Korean manufacturers, which helped them dominate the DRAM industry. By combining with Toshiba, Elpida could become part of a larger corporate entity, which could potentially help it get access to lower costs of capital (particularly important as wafer fab construction costs exponentially increase) Yasui, 2012. 47 Yasui, 2012. 46 48 Yasui, 2012. 54 and provide the Company with some financial support during down cycles of the DRAM sector. Exhibit 42: Future Server-Storage Architecture with MRAM/NAND Speed Gap I Cache Memocy ~10 X Devkx- lwtmacion Core iS-670x 0.005 ns $35.5 3.46GI-z X1.0 x 383,094 DDR3 1066MWz 0.0 12 ns Wo020 3GB X3 x 216 3.5" 7200RPM 1.5TB Sequence Read 3 ns x 687 $0.00009 x1.0 1MBewt I DR AM 00~o MRAM HDD Source: Yasui, 2012. Section 2.2.3: Utilize Private/Public Funds Another important strategic option Elpida could consider is a going-private transaction with a financial sponsor (i.e. private equity investment firm). While this option has had mixed results in Japan, at the minimal, it could provide another bargaining chip to Elpida as it negotiates with other partners/buyers. One should note, however, in general, Japan has been a relatively barren market in terms of private equity deals. 4 9 Despite being one of the largest economies in the world, the Japanese market for private equity transactions has been very limited with only about $3.8 billion of private equity deals announced in 2009.:5 49 The Economist, 2010. so The Economist, 2010. 55 Some of the largest private equity investment firms in the world, despite opening offices in Japan, have done very few deals - Permira opened an office in Tokyo in 2005, but completed only one deal in the subsequent five years. Kohlberg Kravis Roberts also opened an office in Japan in 2005, and also only completed one transaction in the following five years. But it should be noted that some private equity transactions in Japan have led to remarkable windfalls to their investors. In 2000, J.C. Flowers & Co. rescued Long-Term Credit Bank in Japan in a $1.1 billion transaction, which led to a fivefold return.s1 The transaction was later labeled by competitor, David Rubenstein of The Carlyle Group, as the "most profitable private equity deal of all time."5 2 While competing against semiconductor industry companies in a competitive auction may be challenging for a financial sponsor, in terms of acquiring or investing in Elpida (given the likely operational synergies that a strategic buyer would have), a private equity firm could potentially invest in the Company and improve its profitability through a corporate restructuring that a more traditional, Japanese public company would not be able to implement due to potential cultural factors that could limit large employees layoffs. Exhibit 43 shows the returns of a hypothetical private equity transaction assuming a $1.5 billion purchase price of the Company (based on some media expectations of a merger with Micron at that valuation for Elpida). While the financial model below utilizes numerous projected financial assumptions, most notably, forward operating estimates from Macquarie Research, the general conclusion of the analysis is that a private equity investment firm could potentially pay up to $3.5 billion si The Deal, 2010. 52 Mackintosh, 2010. 56 for Elpida, and still earn a 20.4% annual return on their investment. While this analysis includes some aggressive forward assumptions, including EBITDA margins expanding to approximately 38% in 2014, it should be noted that the analysis also includes some very conservative estimates such as 2.Ox Enterprise Value to EBITDA exit multiple valuation for Elpida. Overall, despite some significant industry headwinds that Elpida faces now, a private equity firm could potentially earn a very rich rate of return (if it could negotiate with current debt holders of the Company, which effectively control Elpida today) to provide for a more appropriate capital structure for the Company, and if the industry sees a rebound in DRAM prices and profitability in the near term. A private equity firm may also consider following initiatives that successful Japanese DRAM manufacturers used in the past, such as seeking government funding to support jobs and technology development within Japan. Exhibit 44 below shows additional detail for an illustrative financial model which calculates investment returns related to a private equity investment in Elpida. Exhibit 43: Illustrative Private Equity Returns Investment Entry Statistics Assumed Purchase Price $1.5 Assumed Exchange Rate 80 Purchase Price in JPY V120 2012E EBITDA V4 Enterprise Val/EBITDA Estimated New Debt 28.8x 60 Implied Required Equity V60 Implied Required Equity $0.8 Annual Return - Sensitivity Analysis Gain on Invested Equity - Sensitivity Analysis Assumed Exit EV/EBITDA Multiple Assumed Exit EV/EBITDA Multiple 3.5x 4.Ox V381 V460 V538 273 351 430 508 243 321 400 478 134 213 291 370 448 104 183 261 340 418 2.Ox 2.5x $1.50 V224 V303 Assumed 2.00 194 Purchase 2.50 164 Price 3.00 3.50 3.Ox 3.5x 4.0x $1.50 67.9% 82.2% 94.5% 105.4% 115.2% Assumed 2.00 50.8% 64.0% 75.3% 85.4% 94.5% Purchase 2.50 38.2% 50.8% 61.5% 71.0% 79.5% Price 3.00 28.4% 40.5% 50.8% 59.8% 67.9% 3.50 20.4% 32.1% 42.0% 50.8% 58.6% 2.Ox 57 2.5x 3.Ox Exhibit 44: Illustrative Private Equity Financial Model (JPY and USD in billions) 2011A Revenue 2012E 4514 % Growth Gross Profit % Margin EBITDA 2013E 2014E V280 V374 V415 -45.5% 33.2% 11.0% Viol -V59 V78 V123 19.7% -21.2% 20.8% 29.6% V162 V4 V123 V157 31.4% 1.5% 32.8% 37.9% -97.4% 2846.8% 28.0% Y130 V112 V103 4 4 4 Taxable Income -4130 V6 V50 Depreciation and amortization V1 30 V112 V103 0 0 0 -70 -25 -67 % Margin % Growth Depreciation and amortization Estimated Interest (1) Taxes (2) Capital Expenditures Change in Working Capital Free Cash Flow % of Revenue -40 0 5 -V110 V94 V90 25.2% 21.8% -39.2% Investment Entry Statistics Investment Exit Statistics Assumed Purchase Price $1.5 Assumed Exchange Rate 80 Implied Purchase Price in JPY 2012E EBITDA V120 Assumed Exit Multiple 4.Ox 2014E EBITDA V157 Implied Enterprise Value V628 V4 Enterprise VaIue/EBTDA Estimated New Debt 28.8x 60 Estimated Debt Balance 30 Implied Required Equity V60 Est. Equity Value (3) Implied Required Equity (USD) $0.8 JPYGain -7i538 % Gain from Entry 897.1% V598 d2% ArmuaReturn() Note: Includes forward projects from Macquarie Research, 2/29/12. (1) Assumes 7% interest on all new debt. (2) Assumes minimal taxes due to depreciation tax shields and potential net operating losses carry forwards. (3) Excludes accumulated cash. (4) Assumes three year investment Section 2.2.4: Leverage Relationships with Vertical Stakeholders Another strategic option for Elpida would be for the Company to explore potential financial support from companies that exist in vertically-related industries, and which have a vested interest in Elpida's survival. may want to assist Elpida is its suppliers. One group of companies that Taiwanese Powertech Technology Inc. focuses on memory packaging and testing, and Elpida reportedly accounts for 40-50 58 percent of its revenues. 53 Powertech, however, has strong profitability, with some analysts forecasting 34% EBITDA margins for the Company in 2012, and the Company ended its fiscal year in December 31, 2011 with over $400 million in cash and cash equivalents, with continued cash balance increases in future years.54 exposure to Elpida, Given its large Elpida may be able to extract funding from Powertech. Formfactor Inc., another manufacturer of semiconductor capital equipment, had approximately 18.2% of revenue from Elpida or Elpida-rated companies in 2011,ss and could also be able to financially-assist Elpida. Even though the Company is projected to have slightly negative margins and relatively small negative free cash flow in the coming years, the Company is still forecasted to have cash balances of approximately $250 million over the next few years56, and could possibly contribute some funds to a rescue fund for Elpida. In addition, larger semiconductor capital equipment such as ASML and Applied Materials could potentially make more sizable investments into Elpida. These companies have not publicly detailed their exposure to Elpida, but given their strong leadership in the semiconductor capital equipment segment, it is likely Elpida is a significant customer to them. For instance, in 2011, ASML held approximately 57 percent market share of lithography tools. 57 in addition, ASML is in an extremely solid financial condition with approximately E2.7 billion in cash and cash equivalents as of December 2011, and very strong profitability with operating profits of approximately s3 wu, 2012. 5 Shu, 2012. ss LaPedus, 2012. 56 Muse, 2012. s7 McGrath, 2012. 59 27%.58 It should be noted that suppliers' financial support of Elpida may be controversial given they likely supply capital equipment to Elpida's peers as well. However, the industry for semiconductor capital equipment is relatively specialized with relatively few participants, therefore disgruntled competitors of Elpida may not have many other alternatives in terms of capital equipment sources. In addition, this option could be used in conjunction with the aforementioned injection of capital from a private equity firm, which may make the illustrative private equity deal modeled above more viable. Lastly, another group of vertical stakeholders which may be able to offer some financial support to Elpida is the Company's customers. This is a particularly interesting option given that some of the Elpida's customers source their components from their own competitors, which may give these customers increased incentives to support Elpida in order to increase their own competitiveness. For instance, Apple's purchases of mobile DRAM from Elpida currently make up approximately 40 percent of the output of Elpida's Hiroshima plant.59 However, Apple also purchases significant amounts of DRAM and NAND memory from its competitor, Samsung, with Samsung having over $7.8 billion of contracts with Apple in early 2011.60 But the relationship between Apple and Samsung is becoming increasingly contentious with Apple suing Samsung for various patent infringements including Samsung's use of its "slide to 58 Meunier, 2012. 59 Times of India, 2012. 60 Saeed, F. 60 unlock" feature, search features, and spell check functionality.6 1 Samsung in March 2012 counter-sued Apple, claiming Apple infringed on three of its patents involving methods of displaying data, the user interface, and short text messages.62 Media reports also point to Apple moving DRAM and NAND orders away from Samsung due to patent disagreements between the two companies. If Apple wanted to decrease its component dependency on Samsung, offering support to Elpida could help it accomplish this given that the DRAM market is largely dominated by four companies: Samsung, Hynix, Elpida, and Micron (Exhibit 4). By supporting Elpida, Apple would be able to keep its DRAM costs under control, with three non-Samsung major DRAM producers competing in the market, while also insuring continued innovation with that component. It should be noted however that DRAM unfortunately does not make up a significant percentage of the total costs related to manufacturing an iPad. Based on industry estimates, the DRAM component costs of an iPad only make up about 5% or less of the latest iPad model. 64 in addition, DRAM costs as a percentage of total component costs for other electronic devices is approximately 4% to 6% (please see Exhibits 6 and 7). Exhibit 45 below shows detailed estimates for component costs of Apple's latest iPad. 61 62 63 6 Sherr and Vascellaro, 2012. Reuters, 2012. Lien, 2011. Rassweiler, 2012. 61 Exhibit 45: Apple iPad Bill of Materials Correonentse RtaPrmg As ofMarch 20s12 TotalSOM Cost Manfacturing Cost B5M - Manufacturg Wadrdar (3rdnt GeneE s33900 S236.95 St1S $245.10 64G 5529.00 $49S,00 ssn9.00 3262.55 S306.5 $8,45 51.09 0 5271.00 5316,05 5*99,00 W629.00 72n00 5829.00 5322.5 $535645 '47E55: $364.35 539795 10 $10.0 0 510175 510.75 110.75 32,8 S36645 S358.30 5375.1 5403 70 Memory UAllash DRAM 516.80 5$160 53160 $7,60 $11319 0 567.20 1190 5160 $13,90 $33,60 $67.20 £1190 $1190 557200 557.00 587.00 $-o 587.00 $87.00 587-00 S40.00 $1420 $40.00 i40., $2100 516.80 57,0 Display &Touchscreen Display Touchscren Processor Comera(s} $4.10 Wireiness Section - BRFWPA (Modte) Uter Intsrce &Sensr Combo Module (WLAWBTRTM) 13 Power Management 5285 - MQChcWC547-80 Othier Box Contents Sour e ? Supp2 Reserch March 20 2 $12.35 $2550 522.75 Battey $14,20 34.10 $5250 00$40 S4400. 4 $4S.01 549.0 S23.00 52300 523.00 $23.00 52100 S12-35 512 35 :$Z$$2, 512.35 12,35 '5450 54I.50 54150 $15.00 15 t~ 87.00 $50 100 501500515 .X0 $15.00 S5955 510-C0 $22.75 S32.09 547.10 550-50 318.00 $3200 Stal:0 532.00 $18.00 $32,00 $32.00 $55050 $5050 $50.0 550-50 50.50 55355.50 $5.50 $5.5 $50 $550 $5.0 $10100 S32.100 However, in Apple's case, supporting Elpida may still be advantageous to limit the strength of its competitor Samsung. Samsung provides the display ($87) and the processor ($23) of the new iPad, which has a total component and manufacturing cost of approximately $375 (for the 32 GB WiFi + 4G model) (please see Exhibit 43 above). If Elpida were to fail and Micron were to exit or become uncompetitive in DRAM manufacturing (it currently has approximately 10% market share, Exhibit 4) then Apple would have to rely upon Hynix and Samsung for its DRAM needs. However, Apple may choose to support Micron in its DRAM business because Micron has a strong presence in the NAND flash market (please see Exhibit 46 below) and supporting Micron's DRAM endeavors could help Micron increase its DRAM + NAND operating scale and provide a financially-sound manufacturer of DRAM and NAND, which is not Samsung. Nonetheless, Apple currently has close to $30 billion in cash and an infusion of $500 million (approximately 2% of its available cash) or even $100 million (if 62 done in concert with a private equity buyer for the Company) may provide a viable strategic outcome for Elpida. Exhibit 46: Estimated 2011 market share within PC SSDs OCZ, 5-10% Others, 5-10% Kingston , 3-5% 3ar, Micron, 10-15% Samsung, 20-25% SanDisk, 10-15% Intel, 15-20% Toshiba, 15-20% Source: Companydaa Gartnr,Goldman SachsRasrch e3sumatrs. Strategic Recommendations Summary Overall, even though Elpida faces substantial financial stresses at the present time, the Company does still have significant operating scale in the industry (which is imperative for survival in the DRAM space as demonstrated in Section 1 of this thesis), strong technology capabilities, and a strategic position in an essential component for many electronics devices which are rapidly growing in popularity, which give it various options for its future. 63 Appendices Detailed Financial Estimates Appendix A: Elpoa Memory (06 JP. 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ROE Fk3O C3QW8r4.9 rA otite at 23-.? I2Lfu -tAtt 23A2= -3)232 -At. I IZ3 -t Opwrais 2~1 *21 04 ?2E MIA5 Na '5X;1 -4 7. z9 E Casftfw Aftayso 1.2 4374 11123 141443D 25 so t Too 'PTf6 tnct'' . tsI Ew1 V""s .4' 4 1 -63? %1 -322 -1734 3,458.4 isa, -2335 4284 Ew LiwtYlg! As E -3*3,344,8 7)21-t w.11 .rnsan ew i-1,4 Bibliography Byun, B. and Ahn, B. (1989). Growth of Korean Semiconductor Industry and its Competitive Strategy in the World Market. Technovation. Chung, C. and Ahn, M. (December 13, 2010). A New Direction. Korea: Nomura. Chung, C. and Ahn, M. (September 8, 2011). Narrowing the Cost Gap vs. Industry Leader is the Key. Korea: Nomura. Culpan, T. and Yang, J. (Nov 29, 2011). Chipmakers Lose Billions as IPad Challenges Computers. Bloomberg. http://www.bloomberg.com/news/2011-11-28/ chipmakers-lose-billions-as-ipad-challenges-computers-tech.html. Intel Corporation. (April 2011) From Sand to Silicon "Making of a Chip" Illustrations,32 nm High-K/Metal Gate - Version. 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Micron Technology: Raising Estimates on Improved Pricing. Introducing M&A Scenarios Model. New York: UBS Investment Research. Park, J., Chadha, R., Chang, N., Izumi, Y., Sur, H., Hsu, R., and Jalil, S. (October 13, 2011). Global Memory Market: What Do Ultrabook And Window 8 Mean For The Memory Industry? New York: J.P. Morgan. Rassweiler, A. (March 16, 2012). New iPad 32GB + 4G Carries $364.35 Bill of Materials. Retrieved from http://www.isuppli.com/Teardowns/News/pages/New-iPad66 32-GB-4G-Carries-364-35-Bill-of-Materials.aspx on April 28, 2012. Reisinger, D. (October 20, 2011). iPhone 4S Parts Cost $188, Study Finds. CNET. Retrieved from http://news.cnet.com/8301-13506_3-20123112-17 /iphone-4s-parts-cost-$188-study-finds/ on December 14, 2011. Reuters. March 7, 2012. Samsung files fresh lawsuit against Apple in S.Korea. Retrieved from http://www.reuters.com/article/2012/03/07/samsung-apple-lawsuit-idU SL4E8E73TZ20120307 on April 28, 2012. Saeed, F. (September 22, 2011). 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Retrieved from http://www.xbitlabs.com/news/memory/display/ 20120118233812_SamsungCombinesDRAMandNANDFlashonMulti_Chip_ Package.html on April 25, 2012. Shin, M. and Nam, H. (September 18, 2011). Reiterate Buy Ahead Of Meaningful Recovery. Korea: Goldman Sachs. Shu, R. (April 13, 2012). Powertech Technology (6239.TW): Expect Significant Margin Declinefrom 2Q12. Taiwan: Citi Investment Research & Analysis. Steinmueller, W. (1988 ). Industry Structure and Government Policies in the U S and Japanese Integrated-Circuit Industries. "Shoven, Government Policy Towards Industry in the United States and Japan." 67 The Deal (October 18, 2010). The great private equity shakeout. Retrieved on April 28, 2012 from http://www.thedeal.com/knowledge/global-datasite-dealwire/thegreat-private-eq uity-sha keo ut. ph p. The Economist. (March 18, 2010). The Waiting Game. Retrieved from http://www.economist.com/node/15721549 on April 28, 2012. Thong, D., Aritomi, C., Kim, D. Elpida Memory What next? Singapore: Macquarie Equities Research. Times of India. (April 11, 2012). Why IT cos want bankrupt Elpida. Retrieved from http://articles.timesofindia.indiatimes.com/2012-04-11/strategy/31324571 1 elpi da-memory-dram-chips-trendforce-corp on April 25, 2012. van de Gevel, A. (May 29, 2000). From Confrontation to Coopetition in the Globalized Semiconductor Industry. Research Memorandum. Wu, Jeffrey. (February 28, 2012). Government to reduce impact of Elpida bankruptcy filing. Retrieved from: http://focustaiwan.tw/ShowNews/WebNewsDetail.aspx?lD= 201202280015&Type=aECO on April 28, 2012. Yasui, K. (March 13, 2012). Toshiba: Storage business strategy meeting. Tokyo: Investment Research. UBS Yunogami, T. (June 2005). International Technological Competitiveness of the Japanese Semiconductor Industry. Doshisha University, Institute for Technology, Enterprise and Competitiveness. Yoshikawa, K. (November 17, 2009). 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