Bowen Huang – Head of IR Shih-Wei Sun – CEO Chitung Liu – CFO

Randy Abrams – Credit Suisse Steven Pelayo – HSBC Daniel Heyler – Bank of America Merrill Lynch Szeho Ng – BNP Donald Lu – Goldman Sachs

Welcome, everyone, to UMC's 2012 Q3 earnings conference call. All lines have been placed on mute to prevent background noise. After the presentation, there will be a question-and-answer session. Please follow the instructions given at that time if you would like to ask a question. For your information, this conference call is now being broadcast live over the internet. Webcast replay will be available within an hour after the conference is finished. Please visit our website at www.umc.com under the investor relations, investor events sections. I would like to introduce Mr. Bowen Huang, Head of Investor Relations at UMC. Mr. Huang, you may begin.

Thank you and welcome to UMC's conference call for the third quarter of 2012. With me today is the CEO of UMC, Dr. Shih-Wei Sun, and the CFO, MR. Chitung Liu. During this conference, we may make forward-looking statements based on management's current expectations and beliefs. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially, including risks that may be beyond company's company. For these risks, please refer to UMC's filing with the SEC in the US (under the) security authorities. I would now like to introduce UMC's CFO, Mr. Chitung Liu, to explain UMC's third quarter 2012 financial results.

Thank you, Bowen. For the third quarter of 2012, revenue was NT28.53 million . This 3.6% quarter-over-quarter increase from NT27.62 million in 2Q12 and a 13.3% year-over-year increase from NT25.19 million in third quarter 2011. Gross margin was 24%. Operating margin was 12.7%. Net income was NT2.42 million and earnings per (inaudible) were NT0.19. (Above these) a short summary of UMC's (inaudible) for third quarter 2012. More details are available in the report which has been posted on our website. I will now turn the call over to Dr. Sun. Shih-Wei Sun: Thanks, Chitung. Good morning, good afternoon and good evening, ladies and gentlemen. In Q3 2012, both UMC's revenue and operating profit continued to grow. Wafter shipments reached NT1.13 million in the 8 inch equipment wafers. We saw the overall capacity utilization at 84%. Increased 40 nanometer revenue contribution led to higher average selling price, which contributed to Q3 revenue growth. With the share of 40 nanometer sales growing from 9% to 30% quarter-over-quarter due to solid 40 nanometer chip demand, we anticipate our 15% year-end internal revenue target from 40 nanometer to be achieved ahead of schedule. In order to – in addition to 40 nanometer, we are providing our customers with the most competitive and innovative (inaudible) flash specialty technologies for the rising touch sensor chip set market. This platform has been successfully adopted by numerous industry-leading customers with many products currently in mass production. We are optimistic that these specialty technologies will inject new growth momentum in the coming future. 20 nanometer progress (has weak) supply expectation. We see an enhancement over design products continuing to improve. For first wave 28 nanometer produce matching business, we are seeing evident (inaudible) progression for (inaudible) after adjusting our process and device parameters during recent months. UMC also successfully ticked out a mobile communication product in Q3 using our 28 nanometer (inaudible) process. We are subsequently collaborating closely with customers for their 28 nanometer mobile communication and computing, wired and wireless connectivity, digital TV, data storage controller and programmable logic products. Meanwhile, based on our IBM fee (inaudible) licensing, UMC has decided to aggressively develop 40 nanometer (inaudible) technology with 20 nanometer (inaudible). 40 nanometer (inaudible) will deliver the most optimal low power and high performance solution to offset the cost impact from using double patterning lithography. Foundries prone to both image interaction and industry cycles, we expect the present inventory adjustments to continue into early next year. The momentum of the demand recovery in 2013 is determined by macroeconomic conditions and demand trends and the transition progress for new products entering the market. In the meantime, UMC will continue to enhance its customer composition and the product mix and further exercise flexible capacity deployment to accommodate evolving production requirements. UMC's also stressing its tailored cooperation with leading edge and specialty technology customers with specific products and applications to provide a full range of customer treatment foundry solutions. Now let me provide you with some guidance for the fourth quarter of 2012. Wafer shipments will decrease by approximately 7% to 9%. Wafer (ASB US powder) will increase by approximately 2%. The will also be approximately a 1% revenue impact from NT (powder) appreciation. Gross profit will be in high teen percentage points. Capacity utilization will be mid to high 70% range. The communications segment will outpace consumer and computer segments in Q4. That concludes my comments. We are now ready for questions. Operator, please open the lines up. Thanks.

(Operator Instructions) Your first question comes from the line of Randy Abrams – Credit Suisse. Randy Abrams – Credit Suisse: I wanted to follow up on a topic from the afternoon conference. I think you mentioned the owned UMC process on (polycinine) high K. We're broadly on track – more of the challenges were on porting of designs for 28. Could you maybe talk about the experience you're having on the porting if this second source model or porting model or TSMC-like process – if you can continue to do that type of model at these new nodes like 28 and 20 or it'll increasingly rely on a UMC specific process? Shih-Wei Sun: Yes, as I mentioned in the afternoon, porting business definitely has more challenge because we need to match into the regional fab the parameter target. UMC has been doing this kind of service part of our business for quite a few nodes. But you are definitely right. Moving to the new generation beyond 28 all the customers adjusting their methodology for multi-sourcing. So it's not just – you cannot just throw a (GDS) tape to us and we can just provide a (service). It requires more collaboration from a design characterization perspective. Randy Abrams – Credit Suisse: I wanted to ask a follow up on more of a move. You probably can cover your CapEx with operating cash flow or come pretty close to it. But I'm wondering your thought process if you were to move to a model similar to Vanguard where they have the 8 inch model more depreciated fabs, low CapEx, if that's a model you would consider. Or if you think on 12 inch it might be tough given your fab network to replicate that type of model where it would be strong cash flow, maybe less CapEx or do you think still the push on 28 and 20 is still feasible to generate cash flow? Shih-Wei Sun: Yes, so we can definitely stop investment and enjoy a few years very good returns. But for 12 inch share we need to move on. Even today our 8 inch share, for example, the loading is actually below 12 inches average loading at this moment. So for the other (inaudible) operating cash flow including depreciation of profit, it pretty much can cover our CapEx. And in the long run, as I mentioned in the afternoon, with the commonality of the equipment from 40 to even to (feed factor) to some extent, we are pretty much OK and we have (inaudible) angle. Randy Abrams – Credit Suisse: I wanted to just ask a couple housekeeping. If you could talk about outlook for non-operating, if there's any year-end write downs we should note into fourth quarter or following and then if you could clarify the tax, the one-time tax charge you took and then effective tax rate to use going forward.

For Q4, (inaudible), we were still encounter some less (inaudible) UMC (inaudible) operation but the (less) should be less than that compared to third quarter. And again, UMC, we will try to depose some of our non-core asset if necessary to offset the impact. We don't have a number as a target for Q4. All we can say is we will minimize the negative impact from the close of UMC Japan. For the tax period, this is a one-off event in the third quarter that (inaudible) government because the implementation of (inaudible) minimum tax for tech company tax period was (inaudible) originally 10%. And with our tax credit, recognized tax credit, we have to give 2% back at once. That was $600 million plus incremental tax (come from) in the third quarter. And going forward we expect the effective tax rate to be near 12% range in the near future.

Your next question comes from the line of Steven Pelayo – HSBC. Steven Pelayo – HSBC: Just two quick questions, the first one is you had a very strong ranking at 40 nanometer and below yet you're guiding I guess the fourth quarter down sequentially. I'm just curious, that particular nodes, 40 nanometer and below, will that still grow into the fourth quarter? Is that something that you just see as kind of sequentially continuing? And then the same question on 20 nanometer and where do you think that might be let's say on bid next year? Shih-Wei Sun: The leading (nodes) continue to grow, especially our 40 nanometer. The 28 nanometer obviously has three types of business. The first type of business is our (designing) business using UMC's own platform. After that, the EM progress has been (inaudible). The second part is high (inaudible) option. So for UMC's high communicator, we just take out the first (inaudible) communication, (inaudible) communication product in Q3, so that's (inaudible). The third part is the porting business. So the porting business is much tougher. The first wave of 28 nanometer porting business, we take this from customer's urgent request. We did our best to support it because of the urgency and the time constraint, so we did not go through the rigorous porting procedure we used to do. So we have to do the process and device matching at the product level, which is very challenging. (Inaudible) past few months very aggressive (pyrometric) matching efforts. The (inaudible) progress has been quite encouraging. In the meantime, we opened up the window and door for many future porting customers in the future. So also from our – going back to our first major design customer, they are product introduction, production ramp, kind of got pushed out through next year but it's not lost. High K will continue the R&D effort. The ramp will be towards the beginning of 2014, so that allows us sufficient time to ramp it up (inaudible) procedures. So that's pretty much where we are today. Steven Pelayo - HSBC: Just to clarify – I understand the percentage mix will certainly increase to 40 nanometer and below. But the actual dollar levels will still grow in the fourth quarter? Did I understand that correctly? Shih-Wei Sun: I think so. 40 nanometer definitely would, yes. Dollar value gross mix will continue to grow also. Steven Pelayo - HSBC: Just a housekeeping question, you obviously had some pretty good controls on your OpEx I think bonus accruals. I think you mentioned something about lower mask cost as you ramped up some of your designs. Is this a new normalized run rate? Can you talk a little bit about your operating expense plans for the next couple of quarters?

I think between NT3.3 million and NT3.5 million is probably the normal run rate in the future.

Your next question comes from the line of Daniel Heyler – Bank of America Merrill Lynch. Daniel Heyler – Bank of America Merrill Lynch: With regard to 40 nanometer, in the afternoon session you commented on most of your new capacity wants to focus on 28. I'd like to understand why that is. There still seems to be quite a bit of good demand for 40 nanometer and probably even market share opportunity for 40 nanometer. So I'm wondering why you're not adding more 40 nanometer in the next one or two quarters. Shih-Wei Sun: (Because the) capacity deployment, our approach is to focus on 28 nanometer equipment, however, they are all real-time convertible to 40 nanometer business. In other words, we treat them together as the same capacity. This gives us excellent flexibility when we bring up a new technology lower than 28 nanometer. So in other words, we are allocating sufficiently the 28 nanometer production run rate to bring our porting product business for both the (year) and the margin back to the design business level. In the meantime, we have to keep up a good loading balance from our 40 nanometer business. So actually they are together. But for the two nodes, the equipment commonality I think is probably over 90%. Daniel Heyler – Bank of America Merrill Lynch: So I'm wondering if you're anticipating the 40 nanometer business to continue to grow the next, in fact, probably the next four quarters. Could you see the dollar value of 40 nanometer keep rising, again, over the next three to four quarters or do you think it's going to shortly peak out your near-end of life in terms of customer ramps? Shih-Wei Sun: I'd say 40 nanometer – I cannot forecast the stream of growth four quarters. But (inaudible) future it will grow and we're just starting for many customers who have over maybe 110, 410 (kick outs) (inaudible). Daniel Heyler – Bank of America Merrill Lynch: So visibility there in 40 nanometer is still very strong. Shih-Wei Sun: Yes. Daniel Heyler – Bank of America Merrill Lynch: Then on – I guess on your equipment on the 20 nanometer and fab conversion, I'm wondering next year how much actually wafer capacity do you guys think you need? I guess if you assume the general consensus of a 10% growth for foundry next year, under that scenario, could you concentrate more of your CapEx on, as you said earlier, more on fab, fab upgrades or do you need to add a new wafer capacity to meet that kind of growth? Shih-Wei Sun: We will continue to add wafer capacity but the CapEx is a certain portion of the (inaudible) conversion. And approximately 20, over 20% offer a conversion. But again, it's a nice, strong (inaudible), so we don't have a concrete plan at this time. Daniel Heyler – Bank of America Merrill Lynch: So for the – you only said 20%. Is that thinking about next year or are you talking about this year? Shih-Wei Sun: In general, in general, it continue, for example, to – we haven't always been doing, for example, upgrading 90 to 65 and the 65 is still in high demand. Also it's lots of specialty and technology requirements, so certain (inaudible) will convert such as 65 to 40 and so this is (inaudible) trying to – it's a complicated equation to try to … Daniel Heyler – Bank of America Merrill Lynch: Every (node) is a little bit different depending on the tool set, so I'm just wondering on the 28 question whether a lot of that is more convertible than say the 65 nan. Shih-Wei Sun: You mean between 40 and 28? Daniel Heyler – Bank of America Merrill Lynch: Yes, there's more commonality between 40 and … Shih-Wei Sun: Yes, they are all emersion, for example. They are – on 40 they are all emersion. (Inaudible) emersion to (inaudible) the latest, so they can use them on 28. It also can go back to work on 40. Daniel Heyler – Bank of America Merrill Lynch: So quite a bit of (text for building) next year if your yields don’t come through for the 40 business. Shih-Wei Sun: Yes, that's the point. So we have a new node. We want the flexibility followed by 28 tool. If the year, the margin is not a high year, then we just do more 40. Daniel Heyler – Bank of America Merrill Lynch: I wonder if also, Chitung, could you give us an update on your – just to confirm your depreciation for early – preliminary number for 2013 if that's changed from your prior expectation.

Yes, this year the depreciation should be growing at around 9% compared to that of last year. And next year we are looking for continuing growth. But the percentage of increase should be net of 9%. Daniel Heyler – Bank of America Merrill Lynch: And what was the fourth quarter number, Chitung, for depreciation and cost of goods sold?

The Q4 number should be marginally higher than that of Q3. Daniel Heyler – Bank of America Merrill Lynch: Below 1% then?

I think (inaudible) 1% or 2%. Daniel Heyler – Bank of America Merrill Lynch: Then did you have initial – because of the number of projects – you're working on quite a few things – next year, could you give us any sense of your R&D budget for next year, what kind of number you're thinking for next year in absolute dollars if you have that?

We don't have the absolute dollar but we are keeping – we try to keep up similar R&D to revenue ratio around 8%, below (interest then) for sure. Daniel Heyler – Bank of America Merrill Lynch: So you're going to stay basically the current third and fourth quarter run rate. You think that's sustainable.

Yes. Daniel Heyler – Bank of America Merrill Lynch: Then finally on -- 20 nanometer is clearly an area where there has been a lot of concerns of high prices and fairly concentrated supplier base. So I'm wondering if your collaboration with your customers has intensified recently or if anything has changed in the industry and your level of confidence that you can actually deliver 28 nanometer by the (inaudible) next year in high volume and if you could, that would be great if you could give us some color on your level of confidence in executing. Shih-Wei Sun: So 28 nanometer, definitely (will have) any engagements in quite a broad spectrum of customers. For example, high K, (nano) K we had another foundry offering (inaudible) and every customer, large or small, they definitely need to have multi-sourcing. And also we are really trying to strengthen our design business because down below, beyond 28 nanometer, matching – blind matching would be very difficult. So also customers are refining their multi-sourcing methodology from design in characterization perspectives. So 28 nanometer, our spirit is very high. We have a very firm commitment. It's a long lasting node and every piece of (inaudible) we invest today will bring us good return for many, many years to come, so we will be there. Beyond that, I mentioned in the afternoon we are focusing on our (inaudible) development on top of IBM licensing during the middle of this year. So after 28, (inaudible) will be our focus. So (hopefully) put together dedicated R&D team in (inaudible) to focus on the (inaudible) development.

Your next question comes from the line of Szeho Ng – BNP. Szeho Ng – BNP: Just wanted to know if you can give more capacity at UMC because it has been done (inaudible) capacity for a few quarters already. Shih-Wei Sun: It's the same. It's pretty much full. Szeho Ng - BNP: So I mean, (inaudible). Shih-Wei Sun: Sorry, Szeho, you're breaking up. So can you say that again, please? Szeho Ng - BNP: Yes, you cannot add more capacity, even through (inaudible). Shih-Wei Sun: For the current Phase I to Phase II in Singapore fab (inaudible), it's pretty much full but we can still do it. Recently we had 40 nanometer (pilot) line there in preparation for future conversion of 90 and 65 to 40 nanometer specialty technologies. Either way, to advise UMC's Center of Excellence for 12 inch specialty technologies we are having embedded high voltage (inaudible) embedded flash, everything through there. On the other – now, we do have the (inaudible) extra (inaudible) fab Phase I, Phase II, so we can actually duplicate the current structure into Phase III and Phase IV, double the capacity. But first we are working on our Phase V and VI in (Inaudible) in Taiwan first. Szeho Ng - BNP: And then the other question with regard to hedging, could you remind us what the percentage holding at (inaudible) right now? Shih-Wei Sun: Right now it's 35%. We are applying to the Taiwan government to increase our holding to 86%. Hopefully we will get the approval by the end of this year. Szeho Ng - BNP: But hedging right now is profitable right? Shih-Wei Sun: Yes. We're actually recognizing maximum income on a 35% basis for the first three quarters of the year.

Your next question comes from the line of Donald Lu – Goldman Sachs. Donald Lu – Goldman Sachs: My first question is on CapEx in 2013. Can you give us some kind of guidance or direction? Would that be certain percent of sales or, like Dr. Sun just commented, should that be consistent with your operating cash flow?

2013 budget is being finalized at this stage, which includes the final numbers for CapEx as well, so we will give you our guidance on the 2013 CapEx next quarter. As for the guidance, I mean full par figures, I guess we always wanted to support our CapEx through internal regenerated cash of free cash flow, so that's probably the best indicator I can give to you right now. Donald Lu – Goldman Sachs: And my second question is previously like in early Q3 you recognized cash dividend as investment income from your subsidiary. And this year, from the management report, I do not see that line. Does that mean in the future that line will be pretty minimal?

No, that line in the third quarter is a little bit more complicated this year. We still receive about NT100 million from cash dividends from investing this quarter. However, we also announced liquidation of our Japanese operation. And at the first stage, we recognize about NT1.05 billion liquidation loss from Japan. In the meantime, our solar investment, such as (Net power) also has a same payment loss and total along with the operating loss we recognized about NT800 million. So those even out. On top of that we sold our holdings in (NovaTech) and we took in of NT1.5 billion. So the net reads out for third quarter was NT83 million. Donald Lu – Goldman Sachs: So going forward, we should model around NT100 million cash dividend in third quarter. That's next year, the year after, above ballpark figure.

Well, NT800 million this year and … Donald Lu – Goldman Sachs: Oh, NT800 million.

Yes, and depends on its (inaudible) pace and also the payout ratio from all the investees. Donald Lu – Goldman Sachs: And related to the cash flow statement, on the financing investment, I do not see the disposal related cash flow. Is there a reason for that?

It should be there but it could be a previous statement. So if you look at the footnote, it should be there. Donald Lu – Goldman Sachs: My next question is on your major customers and the first customer you pushed out. I think this customer also announced it's going to potentially dispose its wireless business. Would that be affecting the future, let's say CapEx next year or the 28 nanometer activity to revenue growth? Shih-Wei Sun: Don, I cannot make any comment or even an implied basis on any specific customer. Donald Lu – Goldman Sachs: So my final question is on the gross profit margin Q4. There – that's the 28 nanometer one (inaudible) has a negative impact on the margins in terms of the (inaudible) to fab, et cetera, whether that is still going to potentially happen in Q1 next year. Shih-Wei Sun: For (inaudible) and to some extent first quarter, yes, we are negatively impacted by the (advent) of 28 nanometer business. But situation is (inaudible) mentioned, (inaudible) and hopefully the situation can get improved in Q1 next year. Donald Lu – Goldman Sachs: So the impact will – starts to decrease potentially in Q1. Shih-Wei Sun: Well, (along) with the yearly improvement, yes.

Your next question comes from the line of Daniel Heyler – Bank of America Merrill Lynch. Daniel Heyler – Bank of America Merrill Lynch: Chitung, I was wondering – you alluded to some non-core asset disposal possible I think in the fourth quarter. I want to know how much market value of non-core assets is still available to UMC at this point?

Well, it's dynamic. It varies from quarter to quarter. But our realized gains from the equity in (inaudible) Holdings is at least more than NT10 billion. Daniel Heyler – Bank of America Merrill Lynch: Then Dr. Sun alluded to the (inaudible) fab utilization and I think he said it is below the corporate average. I'm wondering what were the prospects for increasing utilization on your 8 inch fabs. Should we expect current utilization to be the normal level or is there any way that you can actually raise utilization? If so, what specific products can we see in the next one or two quarters to raise 8 inch utilization? Shih-Wei Sun: Yes, we definitely have very much renewed momentum and efforts to diversify our 8 inch offering to many, many new specialty technologies because most of the (inaudible) 8 inch business, even, for example, in very high voltage, some other things, many of them are migrating to 12 inch operations. Well, in this quarter's press, we also gave an example. I can use that as an example for you. We developed a very special embedded flash technology, an 8 inch for larger (inaudible) no-proof, small-proof applications for touch applications. This embedded flash has become very excellent to reduce the signal noise ratio for touch, larger (pen) or touch applications supporting our customers. And we are having many – our specialty technology development team in 8 inch engage many, many new applications to – for the future as some of their business migrating to 12 inch. Daniel Heyler – Bank of America Merrill Lynch: Are there any opportunities for – from the (inaudible) on the industry, right, so is there any opportunity to pick up IBM business or IBMs or any prospects for some fab shutdowns that can be transferred to UMC or is most of your growth going to be dependent on, as you said, new development and new products? Shih-Wei Sun: Yes, that's also happening. I have one example. It's also the (outflow) doing lots of embedded (inaudible), embedded flash in micro controllers used to be very much IBM company. They are trying to become very fab-like or fab companies who are picking up (inaudible) business. So we have so many things happening and we are trying our best. Daniel Heyler – Bank of America Merrill Lynch: And I want to ask you about the LCD driver factor. It seems to be an area of renewed growth as well. I understand from Chitung – Chitung, I believe you mentioned debt away from market share last quarter, so if you could update us on the LCD driver market, whether you've seen meaningful growth there and market share opportunities.

For UMC, the LCD driver, especially if you want a small LCD driver, we are probably the industry leader. We have such a large share and because we have a large share it's prone to market fluctuation. And I try to focus more, adding more larger panel drive (IC) business to balance it out. So I think – and also we are doing very well for the 12 inch, 80 and 55 nanometer future driver IC business, for example, for HD, HD7, 20 and lots of other new projects ongoing. Daniel Heyler – Bank of America Merrill Lynch: But I think the small driver, mostly 12 inch, right. I'm just wondering …

No, no, they are 8 inch. The majority are 8 inch (inaudible). Daniel Heyler – Bank of America Merrill Lynch: For mobile phone, smart phone drivers?

Yes, yes. 40 are very high and they are moving to 12 inch now, not much.

The question-and-answer session is now closed. I will hand the conference back to the presenters. Sir, please go ahead. Shih-Wei Sun: Thank you, again for your interest in UMC. Please feel free to contact us directly if you have any additional questions. Operator, back to you.

Thank you, sir. Thank you for your participation in UMC's conference. There will be a webcast replay within an hour. Please visit www.umc.com under the investor relations, investor events section. You may now disconnect. Good-bye.