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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 January 2001
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
--- ---
[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 January 25, 2001 reporting STMicroelectronics'
record sales and earnings for 2000 fourth quarter and full year.
[LOGO OMITTED]
PRESS RELEASE COMMUNIQUE DE PRESSE COMMUNICATO STAMPA PRESSEINFORMATION
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C919H
STMicroelectronics Reports Record Sales and Earnings
For 2000 Fourth Quarter and Full Year
o Fourth Quarter Revenues Up 48.3% Year-Over-Year to $2,191.7 Million
o Earnings Per Diluted Share Reach $0.50, Up 138.1% Year-Over-Year on Record
Gross Margin of 47.4% and Record Operating Margin of 25.7%
o 2000 Revenues Rise 54.5% to $7,813.2 Million
o Earnings Per Diluted Share Up 154.8% in 2000 to $1.58
o ST Ranked 7th Largest Global Semiconductor Company
Geneva, January 25, 2001 - STMicroelectronics (NYSE:STM) today reported record
financial results for the fourth quarter and year ended December 31, 2000.
Fourth Quarter 2000 Results
Net revenues for the fourth quarter rose 48.3% to $2,191.7 million, from
$1,478.2 million in the 1999 fourth quarter. Sales of differentiated products
totaled $1,367.1 million in the 2000 fourth quarter, increasing 49.3% over the
year-ago quarter. Differentiated products represented 62.4% of fourth quarter
revenues.
Fourth quarter gross profit exceeded $1 billion for the first time in the
Company's history. The gross profit was $1,038.6 million in the 2000 fourth
quarter, increasing 74.3% over the year-ago period. Gross margin was 47.4%,
compared to 40.3% in the 1999 fourth quarter.
Operating income also increased significantly to $563.2 million, representing a
159% increase over the 1999 period. Operating margin was a record 25.7% compared
to 14.7% in the 1999 fourth quarter.
Net income for the 2000 fourth quarter was a record $461.9 million, increasing
150.6% over $184.3 million in the 1999 fourth quarter. Diluted earnings per
share increased 138.1% to $0.50 in the 2000
fourth quarter, compared to $0.21 per diluted share in the year-ago period. All
per share data have been adjusted to reflect the three-for-one stock split
effected in May 2000.
The Company also posted strong sequential performance. Fourth quarter net
revenues increased 7.3% over third quarter levels, and operating income was up
10.0% over the prior period. On a sequential basis, net income and earnings per
diluted share increased 11.2% and 11.1%, respectively.
Pasquale Pistorio, President and Chief Executive Officer, commented, "We are
pleased to report that ST distinguished itself in the marketplace by achieving
excellent fourth quarter results. The Company posted substantial year-over-year
and sequential increases in revenues, and gross margin and operating margin
ratios were slightly above third quarter record levels. The greatest
year-over-year gains were in telecom, consumer and computer applications which
increased 74.5%, 43.5%, and 41.0% respectively. On a sequential basis, 17.6% and
12.8% respective increases in telecom and computer more than offset a 7.5%
decline in consumer. This illustrates the advantages of ST's strategy to
emphasize a carefully chosen range of specific high-growth applications," Mr.
Pistorio noted.
Selling, general and administrative expenses were $193.1 million for the 2000
fourth quarter. Selling, general and administrative expenses increased
approximately 30.5% in comparison to the year-ago period, however, declined as a
percentage of net revenues, to 8.8% from 10.0%.
Research and development expenses totaled $286.4 million, or 13.1% of net
revenues. This compares to $234.1 or 15.8% of net revenues in the year-ago
fourth quarter.
Full Year Results
Net revenues for the year ended December 31, 2000 were $7,813.2 million, a 54.5%
increase over net revenues of $5,056.3 million in 1999. Net income increased
165.3% to 1,452.1 million, or $1.58 per diluted share, up from $547.3 million or
$0.62 per diluted share in 1999. All per share figures have been adjusted to
reflect the two-for-one stock split effected in June 1999 and the three-for-one
stock split effected in May 2000.
Mr. Pistorio commented, "2000 was truly an outstanding period for the Company.
In a year when the semiconductor industry experienced very strong growth of
around 35%, ST's revenue growth was more than 50% higher at 55%. As a result, ST
moved up to the 7th largest Semiconductor Company in the world according to
preliminary Gartner Dataquest rankings. Moreover ST is ranked as the
third-largest Semiconductor Company for two geographic regions, Europe and Asia
Pacific. Further, the Company marked an important milestone as it entered the
top ten rankings among semiconductor suppliers to the United States."
"ST's revenues continued to be well-balanced by end markets and regions. For the
full year, Telecom was 30.2% of revenues; Consumer 25.1%; Computer 21.8%;
Industrial 13.8% and Automotive 9.1%. From a geographic standpoint, Europe and
Asia Pacific represented 33.7% and 33.5% of revenues, respectively, the Americas
23.6%; Japan 5.2% and Emerging Markets were 4.0%."
Gross profit increased 79.7% to $3,596.3 million in 2000, compared to gross
profit of $2,001.8 million in 1999. Gross margin grew 6.4 percentage points in
2000 to 46.0%, up from 39.6% in 1999.
Research and development expenditures were $1,026.3 million in 2000, increasing
22.8% compared to $836.0 million in 1999. As a percentage of revenues, R&D
expenditures decreased to 13.1% from 16.5%.
Selling, general and administrative expenses increased 31.7% to $703.7 million
in 2000, but declined to 9.0% of net revenues from 10.6% in 1999.
Operating income increased 165.5% to $1,782.7 million, compared to $671.5
million in 1999. The operating margin also increased significantly, at a record
22.8%, up from 13.3% in 1999.
At December 31, 2000 shareholders' equity was 6.1 billion; cash and cash
equivalents and marketable securities totaled $2.3 billion; long-term debt was
$2.7 billion (a large portion of which consists of convertible debt). Capital
expenditures were $3.3 billion in 2000, compared to $1.3 billion in 1999.
Recent developments
On November 3, 2000, the Company completed an offering of Senior Zero coupon
convertible bonds due 2010 in the international capital markets. The offering
yielded gross proceeds to the Company of $1,480 million and the bonds were rated
A3 by Moody's and A- by Standard & Poors.
Outlook
Mr. Pistorio commented, "ST enters 2001 as one of the best positioned companies
in the semiconductor industry. This is due to the depth and breadth of our
product portfolio, our balanced customer base and strategic alliances, our
highly competitive manufacturing resources and our strong cash flow and balance
sheet. These factors enable ST to respond to changing market dynamics and take
advantage of opportunities to continue to gain market share.
"Industry analysts are currently forecasting the semiconductor industry to grow
less than 10% in 2001. These projections assume difficult first and second
quarters for the industry, reflecting uncertain global macroeconomic trends as
well as broad-based inventory adjustments. Based upon current visibility, we
expect ST's revenues in the 2001 first quarter to be about $2 billion, below
fourth quarter 2000 levels, but significantly above the first quarter 2000
revenues of $1,702 million. Gross margin should be around 45%, reflecting the
high level of utilization at all our advanced fabrication facilities, and net
earnings are expected to be around $0.45 per diluted share, substantially
exceeding the $0.26 EPS of Ql 2000.
Mr. Pistorio concluded, "Capital expenditures for 2000 were $3.3 billion. Based
on present market growth expectations, full year 2001 capital expenditures are
anticipated to be in the $2.5 billion range, with the possibility to adjust up
or down through ST's proven modular investment strategy, according to the
evolution of market conditions."
Products, Technology and Design Wins
In the last quarter of 2000, ST introduced numerous products that reinforced its
leading position in key multimedia and communications applications. In addition,
the Company concluded several important agreements and acquisitions that will
contribute to its continued growth.
In the Telecommunications field, ST achieved a major technical milestone with XM
Satellite Radio, the satellite radio broadcaster. Following the successful
fabrication and testing of XM's custom chips, the devices are now being
delivered to XM radio partners for integration into XM satellite-capable radios.
In addition, ST received an order for one million kits for the WorldSpace
satellite radio receivers, following the successful launch of the second
satellite.
In the Wireless field, a first tier manufacturer of mobile phones awarded ST the
development contract for a multimedia processor chip for next-generation mobile
phones, while another leading cellphone maker chose ST to supply an RF WCDMA
solution for dual-mode GSM/DCS/WCDMA terminals, using 0.35p silicon-germanium
(SiGe) technology. In addition, ST and TTPCom announced an agreement for the
development of GSM and GPRS baseband platform chips for the next generation of
mobile handsets and mobile Internet devices based on ST's ST100 DSP core.
Also during the fourth quarter, ST made several announcements to address the
explosive growth in the Internet and Broadband Connectivity markets. ST
concluded a significant agreement in October with Lara Networks, a leading
Internet infrastructure solutions provider, to co-develop high-performance
Internet Search Engines. Also in October, ST and Netergy Networks, a leader in
Voice over Internet Protocol (VoIP) software, announced terms of a joint
cross-licensing and manufacturing agreement designed to increase the production
and distribution of the two companies' VoIP ICs.
In broadband connectivity, ST unveiled details of a highly integrated cable
modem chip aimed at the rapidly growing DOCSIS cable modem market. The new
device will provide a cost effective solution for broadband applications over
hybrid fiber coax networks. Additionally, the fourth quarter saw increasing
demand for ST's ADSL chipsets, with more than four million chipsets shipped in
the whole of 2000.
In the Computer Peripherals field, ST's expertise in Data Storage solutions
brought significant new design wins, including complete HDD solutions,
high-volume orders for preamplifiers, and intelligent power chips based on ST's
state-of-the-art BCD6 (bipolar-CMOS-DMOS) technology. ST also announced the
first in a new family, developed in conjunction with Intel, of Application-
Specific Flash Memories for Firmware Hub (FWH) BIOS applications. Targeted at
high-performance PCs employing Intel's Accelerated Hub Architecture, the device
is a 4Mbit Flash memory that performs the FWH function and is built using ST's
advanced 0.18p Flash technology.
In the Automotive segment, ST began a joint development program with Marelli and
Cadence for smart valves for motor control in model year 2005. This program is
based on the ST120 DSP/MCU core. ST also signed an important agreement with
Italy's Societa Autostrade for the development of a chipset that will support
the European standard for new generation tolling.
ST consolidated its leadership in Digital Consumer in the fourth quarter of
2000, particularly for set-top boxes and digital TV, in which area more than 30
million MPEG2 decoder ICs were shipped in
2000. ST shipped production quantities of its STi5508 OMEGA set-top box chip to
customers such as Echostar and major design wins were achieved in the US and
Europe for the STV0399, the world's first device to integrate a Zero IF tuner, a
multi-standard demodulator (QPSK and 8-PSK) and a Forward Error Correction (FEC)
block in a single CMOS chip.
At the beginning of this year, and following several years of successful
cooperation combining Ravisent's DVD software and ST's OMEGA family of DVD
decoder processors, ST expanded its ability to provide complete DVD system
solutions by acquiring the Consumer Electronics business of Ravisent.
Additionally, major design wins in the fourth quarter were achieved with leading
Japanese manufacturers of DVD players, including Funai, firmly positioning ST as
the leader in ICs for the fast growing DVD market.
In the CRT monitor market, ST received substantial orders from leading monitor
manufacturers in Asia, such as Samsung and LG, for advanced deflection
controllers.
Other important technology deals concluded during the quarter included the
acquisition of Portland Group Inc. (PGI) and a licensing and joint development
agreement with Ovonyx. PGI is a developer of compilers and software development
tools for the high-performance parallel computing market and the acquisition of
full ownership of PGIs operations substantially reinforces ST's strength in
embedded DSP system-on-chip solutions for applications including wireless,
wireline, data storage, multimedia and automotive.
The agreement between ST and Ovonyx includes a license for ST to use Ovonyx
thin-film memory technology in its microcontrollers, Flash memory, MOS logic and
other applications, and a joint development program to integrate the thin-film
memory into the ST silicon fabrication process.
During December, ST hosted a technical conference devoted to SoC technology. Top
technical editors and market analysts from around the world attended the
three-day event in which technical and marketing experts from ST discussed key
SoC issues and demonstrated not only why ST has been able to position itself
among the leaders in this crucial arena, but also that ST had been one of the
originators of and major contributors to the development of SoC technology.
Some of the above statements, that are not historical facts, including without
limitation certain statements made in the paragraph entitled "outlook" are
statements of future expectations and other forward looking statements (within
the meaning of Section 27A of the Securities Act of 1933, as amended) that are
based on management's current views and assumptions and that involve known and
unknown risks and uncertainties that could cause actual results or performances
to differ materially from those in such statements due to, amongst other
factors:
(i) market demand for our products and changes in customer order patterns and
requirements, (ii) new product developments and technological changes, (iii)
manufacturing risks, (iv) competitive pricing under intensely competitive market
environment conditions, (v) the highly cyclical nature of the semiconductor
industry, (vi) global economic conditions, (vii) our ability to recruit and
retain skilled personnel, and (viii) currency fluctuations.
Unfavorable changes in any of the above or other factors listed under "Risk
Factors" from time to time in the Company's SEC reports including the Form 20F
for the year ended December 31, 1999 which was filed with the SEC on June 27,
2000, could materially affect the Company.
Conference Call Information
Management of STMicroelectronics will conduct a conference call with analysts
and institutional investors on January 25, 2001 at 10.00 a.m. Eastern Standard
Time (U.S. EST), 4.00 p.m. Central Europe Time (CET), to discuss operating
performance for the fourth quarter of 2000. A broadcast of the conference call
will be available live on the Internet at
http://webcast.themeetingson.com/webcast.jsp?reservation=17534064
The broadcast will be available until February 25, 2001.
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. Further information on ST can be found at www.st.com.
(tables to follow)
For further information please contact:
STMicroelectronics
Maria Grazia Prestini Benoit de Leusse
Corporate Press Relations Manager Investor Relations Manager Europe
Tel. +39.039.603.59.01 Tel. +33.4.50.40.24.30
Tel. +33.4.50.40.25.32 Fax +33.4.50.40.25.80
mariagrazia.prestini@st.com benoit.de-leusse@st.com
- ----------------------------
Morgen-Walke Europe
Lorie Lichtlen Jean-Benoit Roquette/Nicole Curtin
Media Relations Investor Relations
Tel. +33.1.47.03.68.10 Tel. +33.1.47.03.68.10
llichtlen@mweurope.com ibroquette@mweurope.com/ncurtinweurope.com
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STMicroelectronics N.V.
CONSOLIDATED STATEMENT OF INCOME
(In millions of US dollars, except per share data ($))
Three Months Ended Year Ended
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Dec. 31 Dec. 31 Dec. 31 Dec. 31
2000 1999 2000 1999
---- ---- ---- ----
Net sales $ 2,174.8 $ 1,470.6 $ 7,764.4 $ 5,023.1
Other revenues 16.9 7.6 48.8 33.2
----------- ----------- ----------- -----------
NET REVENUES 2,191.7 1,478.2 7,813.2 5,056.3
Cost of sales (1,153.1) (882.4) (4,216.9) (3,054.5)
----------- ----------- ----------- -----------
GROSS PROFIT 1,038.6 595.8 3,596.3 2,001.8
Selling, general & administrative (193.1) (148.0) (703.7) (534.2)
Research & development (286.4) (234.1) (1,026.3) (836.0)
Other income & expenses 4.1 3.8 (83.6) 39.9
----------- ----------- ----------- -----------
Total Operating Expenses (475.4) (378.3) (1,813.6) (1,330.3)
OPERATING INCOME 563.2 217.5 1,782.7 671.5
Net interest income (expense) 9.0 17.7 46.7 35.6
INCOME BEFORE INCOME TAXES
AND MINORITY INTERESTS 572.2 235.2 1,829.4 707.1
Income tax expense (109.5) (50.3) (375.1) (157.2)
----------- ----------- ----------- -----------
INCOME BEFORE MINORITY
INTERESTS 462.7 184.9 1,454.3 549.9
Minority Interests (0.8) (0.6) (2.2) (2.6)
----------- ----------- ----------- -----------
NET INCOME $ 461.9 $ 184.3 $ 1,452.1 $ 547.3
=========== =========== =========== ===========
EARNINGS PER SHARE (BASIC)* $ 0.52 $ 0.21 $ 1.64 $ 0.64
=========== =========== =========== ===========
EARNINGS PER SHARE (DILUTED)* $ 0.50 $ 0.21 $ 1.58 $ 0.62
=========== =========== =========== ===========
NUMBER OF WEIGHTED AVERAGE
SHARES USED IN CALCULATING
DILUTED EARNINGS PER SHARE 942.4 930.6 936.1 901.2
* All per share figures have been adjusted to reflect the 2-for-1 stock split
effected in June 1999 and the 3-for-1 stock split effected in May 2000.
(more tables to follow)
STMicroelectronics N.V.
CONSOLIDATED BALANCE SHEETS
(In millions of US dollars)
December 31, December 31,
2000 1999
(Audited) (Audited)
ASSETS
Current assets
Cash and cash equivalents $ 2,295.7 $ 1,823.1
Marketable securities 35.2
Trade accounts and notes receivable 1,496.4 913.3
Inventories 876.5 619.4
Other receivables and assets 554.0 435.8
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Total current assets 5,257.8 3,791.6
Intangible assets, net 286.1 179.9
Property, plant and equipment, net 6,201.1 3,873.0
Investments and other non-current assets 135.5 85.8
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6,622.7 4,138.7
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Total assets 11,880.5 $ 7,930.3
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank overdrafts $ 35.6 $ 26.5
Current portion of long-term debt 106.0 96.7
Trade accounts and notes payable 1,745.6 998.9
Other payables and accrued liabilities 509.2 381.8
Accrued and deferred income tax 299.6 189.3
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Total current liabilities 2,696.0 1,693.2
Long-term debt 2,700.5 1,348.5
Reserves for pension and
termination indemnities 110.2 108.3
Other non-current liabilities 216.2 191.7
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3,026.9 1,648.5
Total liabilities 5,722.9 3,314.7
Minority interests 33.0 24.7
Capital stock 1,133.7 1,112.7
Capital surplus 1,689.8 1,395.3
Accumulated result 3,977.3 2,551.8
Accumulated other comprehensive income (676.2) (495.9)
Shareholders' equity 6,124.6 4,563.9
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Total liabilities and shareholders' equity 11,880.5 7,930.3
=========== ==========
STMicroelectronics NV
Selected Consolidated Financial Data
(In millions of US dollars)
Consolidated Balance Sheet Data December 31, December 31,
(End of Period) 2000 1999
----------- ------------
Cash, cash equivalents and
marketable securities $ 2,330.9 $ 1,823.1
Working capital 372.5 398.5
Total assets 11,880.5 7,930.3
Short-term debt (including current
portion of long-term debt) 141.6 123.2
Long-term debt (excluding current portion) 2,700.5 1,348.5
Shareholders' equity 6,124.6 4,563.9
Consolidated Operating Data December 31, December 31,
(Year Ended) 2000 1999
----------- ------------
Payment for purchases of tangible assets $ 3,317.6 $ 1,347.5
Net cash from operating activities 2,431.8 1,469.3
Net operating cash flow (1,135.4) (68.5)
Depreciation and amortization 1,108.2 806.8
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: January 26, 2001 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
----------------------------------
Name: Pasquale Pistorio
Title: President and Chief
Executive Officer