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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2000
STMicroelectronics N.V.
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(Translation of registrant's name into English)
Route de Pre-Bois, ICC Bloc A, 1215 Geneva 15, Switzerland
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(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F]
Form 20-F X Form 40-F
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[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934]
Yes No X
--- ---
[If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b): 82-______]
Enclosure:
A press release dated April 18, 2000 announcing first quarter revenues
and net earings for StMicroelectronics N.V.
STMicroelectronics N.V.
PRESS RELEASE
COMMUNIQUE DE PRESSE
COMUNICATO STAMPA
PRESSEINFORMATIONEN
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CONTACT: Investor Relations Europe
Alessandro Brenna
Director of Investor Relations, Europe
Tel: +33.4.50.40.24.78
Fax: +33.4.50.40.25.80
Press Relations:
Maria Grazia Prestini
Corporate Press Relations Manager
Tel: +39.039.603.59.01
Fax: +33.4.50.40.25.32
Jean-Benoit Roquette / Lorie Lichtlen
Morgen-Walke Europe
Tel: +33.1.47.03.68.10
Fax: +33.1.47.03.93.38
STMicroelectronics REPORTS RECORD FIRST QUARTER REVENUES AND NET EARNINGS
o First Quarter Revenues Top $1.7 Billion
o Gross Margin Exceeds 42%
o First Quarter Earnings Per Diluted Share Reach $0.78
o Year Over Year 52.9% Revenue Growth Yields 126.8% Net Income Growth
Geneva, April 18, 2000 - STMicroelectronics (NYSE: STM) reported record
financial results for the first quarter ended April 1, 2000.
Net revenues for the period were $1,702.2 million, a 15.2% sequential increase
over fourth quarter 1999 levels and 52.9% above the $1,113.3 million reported
for last year's first quarter. Revenues from differentiated products were $1.1
billion, representing increases of 20.1% and 51.3%, respectively, over the prior
and year-ago quarters. In the 2000 first quarter, differentiated products
accounted for 64.6% of net revenues.
Commenting on the Company's revenue performance, Pasquale Pistorio, President
and Chief Executive Officer of STMicroelectronics, said, "The accelerating
market recovery combined with the structural strength of ST's product portfolio
resulted in unprecedented demand in the period. Increased internal capacity,
which came on at the end of the quarter, the efficient deployment of our
manufacturing resources and the addition of external foundry sources enabled ST
to achieve revenue growth that exceeded earlier expectations."
Mr. Pistorio noted, "Significant sequential revenue growth was achieved in all
key applications. The consumer sector experienced one of its strongest quarters,
posting a 22.1% sequential revenue gain. Telecom, computer and automotive
applications recorded sequential revenue gains of 14.6%, 14.0% and 12.7%,
respectively. Industrial and others, which includes smart cards, increased 8.9%
over fourth quarter 1999 levels."
First quarter gross profit was $717.1 million, up 20.4% on a sequential basis
and 67.6% higher than the $427.9 million reported for the 1999 first quarter.
Gross margin was 42.1%, a significant improvement over fourth quarter 1999's
40.3% and the 38.4% gross margin reported for the similar period last year.
Mr. Pistorio continued, "We are very encouraged by ST's ability to post a first
quarter gross margin in excess of 42%, which resulted primarily from improved
product mix and price increases. Gross margin also benefited from the Company's
ability to maximize the utilization of its worldwide manufacturing facilities."
Net income for the 2000 first quarter rose sharply to $238.4 million, 29.4%
above the prior quarter and a 126.8% increase over first quarter 1999's $105.1
million. Earnings per diluted share reached $0.78, a sequential increase of
25.8% and 116.7% higher than the comparable year-ago period. All per share
figures have been adjusted to reflect the 2-for-1 stock split effected in June
1999.
Selling, general and administrative expenses were $159.5 million, or 9.4% of net
revenues, compared to $119.1 million, or 10.7% of net revenues in the prior year
period and $148 million, or 10.0% of net revenues in the 1999 fourth quarter.
Research and development costs were $235.1 million, significantly declining as a
percentage of net revenues to 13.8% from the prior quarter's 15.8%. In last
year's first quarter, R&D costs were $193.5 million, or 17.4% of net revenues.
Operating income reached $292.0 million, up 34.3% and 122.2%, respectively, over
prior quarter and year-ago levels. Operating margin for the 2000 first quarter
was 17.2%, compared to 14.7% in last year's fourth quarter and 11.8% in the 1999
first quarter.
Summarizing first quarter 2000 performance, Mr. Pistorio said, "ST continued to
experience significant operating leverage in the first quarter, posting a 25.8%
sequential increase in earnings per share on a 15.2% sequential sales gain. This
substantial profitability was achieved after absorbing R&D expenditures of $235
million and start-up costs of approximately $33 million relating to our new 8"
modules in Agrate (Italy) and Rousset (France), which are expected to reach
volume production at the end of Q2 this year."
At April 1, 2000, cash, cash equivalents and marketable securities totaled
$1,711.6 million and shareholders' equity was $4,963.2 million. Total debt was
$1,348.9 million, including $1,101.1 million of long-term debt (a large portion
of which consists of convertible debt). ST's net financial position was $362.7
million.
Recent Developments
On March 20, 2000, STMicroelectronics announced that it will propose for
shareholder approval at the Annual Shareholders' meeting, to be held on April
26, 2000, the distribution of a $0.09 per share dividend, an increase of 12.5%
over last year's cash dividend payment, after adjustment for the 2-for-1 stock
split effected on June 18, 1999. Upon approval, the dividend would be payable on
May 4, 2000 to shareholders of record on April 28, 2000.
Additionally, the Company will propose a 3-for-1 stock split. The record date
for the stock split will be May 5, 2000, and the shares will be listed with the
new par value starting May 9, 2000.
Outlook
Looking ahead, Mr. Pistorio noted, "We ended Q1 with record backlog and the
highest level of incoming order rates in our history. Increased internal
capacity together with external foundry services should enable ST to achieve
solid sequential revenue growth in the second quarter of fiscal 2000. Continued
improvement in product mix and a firmer pricing environment should result in
further gross margin expansion in the period."
"Past investments in R&D and strategic partnerships have enabled ST to emerge
from the recent industry downturn with a technologically-advanced product
portfolio that redefines our competitive position in key high-growth
applications. We believe this structural change will result in the expansion of
our gross margin beyond the target range that has been historically achieved in
periods of positive industry conditions."
"In the first quarter," Mr. Pistorio said, "ST made capital investments of $622
million; full year 2000 capital expenditures will largely surpass 1999 levels.
This record level of investment in capacity is designed to enable ST to take
full advantage of growth opportunities during this market recovery."
Products, Technology & Design Wins
ST began the year 2000 as it ended 1999, introducing a variety of world-leading
new products, forming new alliances designed to extend its expertise in emerging
markets and gaining important design wins that reinforced its leading position
in key markets.
In January, ST and its strategic partner Alcatel announced that the two
companies will jointly promote the DMT (Discrete Multi-Tone) modulation
technique as a worldwide standard for VDSL at the international regulatory level
and that Alcatel Microelectronics will adopt ST's innovative ST100 as the
preferred DSP core for a variety of system-on-chip solutions for GSM, xDSL,
Voice-over-Internet Protocol (VoIP) and other leading-edge technologies. Also
in January, ST and 8x8, Inc. (now called Netergy Networks) announced that the
two companies had formed a strategic partnership to develop and market
semiconductor products for VoIP applications.
In February, ST announced the signing of a technical and commercial agreement
with Tecdis, Europe's leading manufacturer of LCDs. Under the agreement,
STMicroelectronics will participate in a joint design center in Chatillon, Valle
d'Aosta, Italy, that will develop specialized drivers for small LCDs aimed at
high growth industrial, telecom and automotive applications, with ST
manufacturing the resulting ICs.
Telecommunications
In wireline communications, ST continued to set the pace in the market for ADSL
chipsets, shipping over 800,000 units in Q1. In addition, the Company's
'Centaurus' ADSL modem chipset achieved a key design win at a major telecom
company. Also, ST's highly successful Pegas.usB V.90 modem became the first USB
modem to be qualified by Microsoft's WHQL (Windows Hardware Qualification
Laboratory). Another important design win was achieved at a major European
telecom manufacturer for 0.18-micron CMOS ASICs for a 622Mbit SDH/TRANSPORT
application.
In the cellular mobile communications market, key design wins included a BiCMOS
energy management controller for a European cellular phone manufacturer and a
mobile phone battery charger for Phihong (Taiwan), a leading maker of chargers.
This quarter has also seen a very significant increase in RF ICs for wireless
cellular terminals using advanced RF BiCMOS technologies. In addition, the
number of awarded customer projects and products designed in RF SiGe BiCMOS
0.35-micron technology is now more than 15. Applications covered range from
wireless terminals and wireless network infrastructure, optical networks,
Bluetooth at 2.4 GHz and wireless LAN operating at 5GHz.
ST is a major supplier of Smartcard MCU-based ICs for SIM (Subscriber
Identification Module) cards used in all GSM mobile phones. At the GSM World
Congress in Cannes in February, ST demonstrated an innovative new solution
(BIOSIM) replacing PIN codes with voice recognition, using software from Keyware
Technologies. The Company also unveiled new WIM (Wireless Identification Module)
chips with cryptographic security for WAP (Wireless Application Protocol)
applications.
Computer Peripherals
Q1 saw a number of important design wins for hard disk drives (HDD), printers,
PC monitors and flat-panel displays. A major manufacturer of hard disk drives
awarded ST a contract to supply an SoC solution that integrates an ST10
microcontroller core, hard disk controller, interface functions and 4Mbit of
embedded DRAM. In addition, a disk controller entirely designed by ST was
designed in at an emerging hard disk drive manufacturer.
In March, ST began delivering samples of the L6361, a read channel IC that
supports data rates over 500Mb/s and is fabricated in cost-effective 0.25-micron
CMOS technology. The full CMOS design combines high performance and low power
consumption, while the use of a standard CMOS technology paves the way towards
the integration of the read channel within advanced SoC disk drive solutions.
In the field of printers, ST achieved a significant design win at Funai for a
printer controller ASIC incorporating an embedded microcontroller core and
embedded DRAM in 0.25/0.18-micron technology.
ST's System-on-Chip technology was also chosen by DataPlay for a miniature
optical media disc with a diameter of 33.5mm, called a DataPlay disc, that can
be effectively used with digital music players, electronic books, digital
cameras and portable games.
Automotive and Audio
ST's shipments of the STA013 MP3 decoder chip totaled more than a million units
in the first quarter. Based on a powerful DSP platform, this chip has enabled ST
to gain immediate leadership in the exploding market for MP3 music players.
Next-generation MP3 decoders have already been released for volume production in
Q2.
In March, ST announced the world's first automotive grade microcontroller with
embedded Flash memory. Optimized for automotive applications, the ST10F168
integrates the ST10 16-bit MCU core, 256kbytes of internal Flash memory plus
peripherals and RAM.
Consumer
In the set-top box (STB) market, ST has expanded its product and customer base,
introducing solutions for STB with web-browsing and video recording and
time-shifting functionality. For example, ST is working with NDS for its XTV
Personal TV and with suppliers of the Tivo PVR (Personal Video Recorder).
Following last year's agreement with Scientific Atlanta (SA) on DOCSIS (Data
Over Cable System Interface Specification), ST has tightened its cooperation
with SA to supply key components for the Explorer 2000 and 6000 digital cable
set-top boxes.
In the digital TV field, Matsushita has selected ST's OMEGA and HDTV (High
Definition TV) products for its HD-DirecTV set-top box.
In the field of DVD players, after RCA and Philips, ST has won designs for DVD
and Combo boxes (STB+DVD) in the US and China.
Industrial
ST's innovative SmartJ 32-bit RISC and Java processing platform was awarded the
prestigious 'Best New Chip' award at the Smartcard 2000 show held in London. At
the same event, ST demonstrated the world's fastest RF-powered contactless
microcontroller-based smartcard chip, which supports bit transmission rates of
over 400Kb/s, some four times higher than previous solutions. The ST19RF08 can
power-up, receive data, process a transaction and reply within the industry's
target of 100ms, an essential requirement for high volume applications such as
mass transport. Contactless cards are expected to replace contact-based
smartcards in the future for most applications such as credit/debit, e-purse and
GSM SIM cards.
For the important Power Supply Unit (PSU) market, ST introduced a new
smart-power voltage regulator, the VB409, which sharply cuts the size and cost
of supplying 5V DC from a 110V or 220V AC line.
Standard Products
The booming market for standard Flash memories, which experienced growth of 83%,
or more than $2 billion, in 1999, is being fueled by applications such as
cellular phones, set-top boxes and MP3 players and is expected to grow at more
than 30% CAGR in the next five years. ST is currently shipping a wide range of
Flash memories from low density up to 32Mbit to manufacturers of mobile phones,
hard-disk drives, PCs and set-top boxes and other Digital Consumer applications,
with the large majority of volume production of the Flash memory from ST's 8"
fab in Catania. Also, ST has successfully processed its first wafers of 32Mbit
Flash in 0.18-micron technology and the first 64Mbit Flash memories using
Multi-Bit/Cell technology, mainly addressing data storage applications.
In the field of discrete power devices, ST introduced a new power MOSFET
technology that cuts ON-resistance by a factor of three to four, compared to
traditional power MOSFET technology. The new MDmesh(TM) (Multiple Drain mesh)
technology combines ST's patented MeshOverlay(TM) horizontal layout with a novel
drain structure based on multiple vertical p-stripe drains.
Some of the above statements are forward-looking statements that involve a
number of risks and uncertainties. In addition to factors discussed above, among
the other factors that could cause actual results to differ materially are the
following: general business and economic conditions such as possible future
financial turbulence; the cyclicality of the semiconductor and electronic
systems industries; capital requirements and the availability of funding;
competition; excess or obsolete inventory and variations in inventory valuation;
new product developments, including acceptance of new products by particular
market segments; new technology developments; manufacturing risks; changes in
customer order patterns, including loss of key customers, order cancellations or
reduced bookings; intellectual property developments; international events and
currency fluctuations; problems in obtaining adequate raw materials and/or other
supplies from third parties in sufficient quantities and on a timely basis; and
the loss of key personnel. Unfavorable changes in the above or
other factors listed under "Risk Factors" from time to time in the Company's SEC
reports, including the Prospectus dated September 16, 1999 could materially
affect the Company.
About STMicroelectronics
STMicroelectronics (formerly SGS-THOMSON Microelectronics) is a global
independent semiconductor company, whose shares are traded on the New York Stock
Exchange, on the ParisBourse and on the Milan Stock Exchange. The Company
designs, develops, manufactures and markets a broad range of semiconductor
integrated circuits (ICs) and discrete devices used in a wide variety of
microelectronic applications, including telecommunications systems, computer
systems, consumer products, automotive products and industrial automation and
control systems. In 1999, the Company's net revenues were $5.056 billion and net
earnings were $547 million. Further information on ST can be found at
www.st.com.
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STMicroelectronics N.V.
CONSOLIDATED STATEMENT OF INCOME
(In millions of US dollars, except per share data ($))
Three Months Ended
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April 1, April 3,
2000 1999
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Net sales $ 1,693.7 $ 1,103.6
Other revenues 8.5 9.7
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NET REVENUES 1,702.2 1,113.3
Cost of sales (985.1) (685.4)
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GROSS PROFIT 717.1 427.9
Selling, general & administrative (159.5) (119.1)
Research & development (235.1) (193.5)
Other income & expenses (30.5) 16.1
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Total Operating Expenses (425.1) (296.5)
OPERATING INCOME 292.0 131.4
Net interest income (expense) 16.4 3.7
INCOME BEFORE INCOME
TAXES
AND MINORITY INTERESTS 308.4 135.1
Income tax expense (69.4) (29.9)
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INCOME BEFORE MINORITY
INTERESTS 239.0 105.2
Minority Interests (0.6) (0.1)
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NET INCOME $ 238.4 $ 105.1
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EARNINGS PER SHARE (BASIC)* $ 0.81 $ 0.37
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EARNINGS PER SHARE(DILUTED)* $ 0.78 $ 0.36
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NUMBER OF WEIGHTED AVERAGE SHARES
USED IN CALCULATING DILUTED
EARNINGS PER SHARE 311.1 296.0
* All per share figures have been adjusted to reflect the 2-for-1 stock split
effected in June 1999.
STMicroelectronics N.V.
CONSOLIDATED BALANCE SHEETS
(In millions of US dollars)
April 1, December 31,
2000 1999
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(Unaudited) (Audited)
ASSETS
Current assets
Cash and cash equivalents $ 1,185.6 $ 1,823.1
Marketable securities 526.0 --
Trade accounts and notes receivable 1,099.5 913.3
Inventories 594.5 619.4
Other receivables and assets 506.7 435.8
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Total current assets 3,912.3 3,791.6
Intangible assets, net 178.8 179.9
Property, plant and equipment, net 4,223.3 3,873.0
Investments and other non-current assets 80.1 85.8
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4,482.2 4,138.7
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Total assets $ 8,394.5 $ 7,930.3
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LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Bank overdrafts $ 157.3 $ 26.5
Current portion of long-term debt 90.5 96.7
Trade accounts and notes payable 1,086.3 998.9
Other payables and accrued liabilities 422.7 381.8
Accrued and deferred income tax 272.8 189.3
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Total current liabilities 2,029.6 1,693.2
Long-term debt 1,101.1 1,348.5
Reserves for pension and
termination indemnities 106.4 108.3
Other non-current liabilities 168.8 191.7
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1,376.3 1,648.5
Total liabilities 3,405.9 3,341.7
Minority interests 25.4 24.7
Capital stock 1,130.3 1,112.7
Capital surplus 1,628.6 1,395.3
Accumulated result 2,790.2 2,551.8
Accumulated other comprehensive income (585.9) (495.9)
Shareholders' equity 4,963.2 4,563.9
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Total liabilities and shareholders' equity $ 8,394.5 $ 7,930.3
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STMicroelectronics NV
Selected Consolidated Financial Data
(In millions of US dollars)
Consolidated Balance Sheet Data April 1, December 31,
(End of Period) 2000 1999
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Cash, cash equivalents and
marketable securities $ 1,711.6 $ 1,823.1
Working capital 418.9 398.5
Total assets 8,394.5 7,930.3
Short-term debt (including current
portion of long-term debt) 247.8 123.2
Long-term debt (excluding current portion) 1,101.1 1,348.5
Shareholders' equity 4,963.2 4,563.9
Consolidated Operating Data April 1, April 3,
(Three Months Ended) 2000 1999
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Payment for purchases of tangible assets $ 622.1 $ 189.9
Net cash from operating activities 408.8 335.9
Net operating cash flow (250.2) 43.0
Depreciation and amortization 234.3 199.6
# # #
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
STMicroelectronics N.V. has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: April 19, 2000 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer