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o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2005
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from           to
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		Date of event requiring this shell company report

Not Applicable (Translation of registrant’s name into English)		The Netherlands (Jurisdiction of incorporation or organization)

Title of Each Class:		Name of Each Exchange on Which Registered:
Common shares, nominal value €1.04 per share		New York Stock Exchange

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					Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION						3
PART I						5
	Item 1.		Identity of Directors, Senior Management and Advisers			5
	Item 2.		Offer Statistics and Expected Timetable			5
	Item 3.		Key Information			5
	Item 4.		Information on the Company			22
	Item 5.		Operating and Financial Review and Prospects			51
	Item 6.		Directors, Senior Management and Employees			87
	Item 7.		Major Shareholders and Related-Party Transactions			109
	Item 8.		Financial Information			116
	Item 9.		Listing			120
	Item 10.		Additional Information			126
	Item 11.		Quantitative and Qualitative Disclosures About Market Risk			143
	Item 12.		Description of Securities Other Than Equity Securities			145
PART II						146
	Item 13.		Defaults, Dividend Arrearages and Delinquencies			146
	Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds			146
	Item 15.		Controls and Procedures			146
	Item 16A.		Audit Committee Financial Expert			146
	Item 16B.		Code of Ethics			146
	Item 16C.		Principal Accountant Fees and Services			146
	Item 16D.		Exemptions from the Listing Standards for Audit Committees			147
	Item 16E.		Purchases of Equity Securities by the Issuer and Affiliated Purchasers			148
PART III						149
	Item 17.		Financial Statements			149
	Item 18.		Financial Statements			149
	Item 19.		Exhibits			149
SIGNATURES						152
EX-1
EX-8.1
EX-12.1
EX-12.2
EX-13.1
EX-14.A

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	•	future developments of the world semiconductor market, in particular the future demand for semiconductor products in the key application markets and from key customers served by our products;
	•	pricing pressures, losses or curtailments of purchases from key customers;
	•	the financial impact of inadequate or excess inventories if actual demand differs from our anticipations;
	•	changes in the exchange rates between the U.S. dollar and the euro and between the U.S. dollar and the currencies of the other major countries in which we have our operating infrastructure;
	•	our ability to be successful in our strategic research and development initiatives to develop new products to meet anticipated market demand, as well as our ability to achieve our corporate performance roadmap by completing successfully and in a timely manner our other various announced initiatives to improve our overall efficiency and our financial performance;
	•	the anticipated benefits of research and development alliances and cooperative activities and the continued pursuit of our various alliances, in the field of development of new advanced technologies or products;
	•	the ability of our suppliers to meet our demands for products and to offer competitive pricing;
	•	changes in the economic, social or political environment, as well as natural events such as severe weather, health risks, epidemics or earthquakes in the countries in which we and our key customers operate;
	•	changes in our overall tax position as a result of changes in tax laws or the outcome of tax audits;

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	•	product liability or warranty claims for a product containing one of our parts; and
	•	our ability to obtain required licenses on third-party intellectual property, the outcome of litigation and the results of actions by our competitors.

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Item 1.	Identity of Directors, Senior Management and Advisers

Item 2.	Offer Statistics and Expected Timetable

Item 3.	Key Information

			Year Ended December 31,
			2005(1)				2004(1)				2003(1)				2002(1)				2001(1)
			(In millions except per share and ratio data)
Consolidated Statement of Income Data:
Net sales			$	8,876			$	8,756			$	7,234			$	6,270			$	6,304
Other revenues				6				4				4				48				53
Net revenues				8,882				8,760				7,238				6,318				6,357
Cost of sales				(5,845	)			(5,532	)			(4,672	)			(4,020	)			(4,047	)
Gross profit				3,037				3,228				2,566				2,298				2,310
Operating expenses:
	Selling, general and administrative			(1,026	)			(947	)			(785	)			(648	)			(641	)
	Research and development(2)			(1,630	)			(1,532	)			(1,238	)			(1,022	)			(978	)
	Other income and expenses, net(2)			(9	)			10				(4	)			7				(6	)
	Impairment, restructuring charges and other related closure costs			(128	)			(76	)			(205	)			(34	)			(346	)
Total operating expenses				(2,793	)			(2,545	)			(2,232	)			(1,697	)			(1,971	)
Operating income				244				683				334				601				339
Interest income (expense), net				34				(3	)			(52	)			(68	)			(13	)
Loss on equity investments				(3	)			(4	)			(1	)			(11	)			(5	)
Loss on extinguishment of convertible debt				—				(4	)			(39	)			—				—
Income before income taxes and minority interests				275				672				242				522				321
Income tax benefit (expense)				(8	)			(68	)			14				(89	)			(61	)
Income before minority interests				267				604				256				433				260
Minority interests				(1	)			(3	)			(3	)			(4	)			(3	)
Net income			$	266			$	601			$	253			$	429			$	257
Earnings per share (basic)			$	0.30			$	0.67			$	0.29			$	0.48			$	0.29
Earnings per share (diluted)			$	0.29			$	0.65			$	0.27			$	0.48			$	0.29
Number of shares used in calculating earnings per share (basic)				892.8				891.2				888.2				887.6				893.3
Number of shares used in calculating earnings per share (diluted)				935.6				935.1				937.1				893.0				902.0

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		Year Ended December 31,
		2005(1)				2004(1)				2003(1)				2002(1)				2001(1)
		(In millions except per share and ratio data)
Consolidated Balance Sheet Data (end of period):
Cash and cash equivalents(1)		$	2,027			$	1,950			$	2,998			$	2,564			$	2,444
Total assets			12,439				13,800				13,477				12,004				10,798
Short-term debt (including current portion of long-term debt)			1,533				191				151				165				130
Long-term debt (excluding current portion)(1)			269				1,767				2,944				2,797				2,772
Shareholders’ equity(1)			8,480				9,110				8,100				6,994				6,075
Capital stock(3)			3,120				3,074				3,051				3,008				2,978
Other Data:
Dividends per share		$	0.12			$	0.12			$	0.08			$	0.04			$	0.04
Capital expenditures(4)			1,441				2,050				1,221				995				1,700
Net cash provided by operating activities			1,798				2,342				1,920				1,713				2,057
Depreciation and amortization(4)			1,944				1,837				1,608				1,382				1,320
Net debt (cash) to total shareholders’ equity ratio(5)			(0.026	)			0.001				0.012				0.057				0.075

(1)	On November 16, 2000, we issued $2,146 million initial aggregate principal amount of zero-coupon senior convertible bonds due 2010 (the “2010 Bonds”), for net proceeds of $1,458 million; in 2003, we repurchased on the market approximately $1,674 million aggregate principal amount at maturity of 2010 Bonds. During 2004, we completed the repurchase of our 2010 Bonds and repurchased on the market approximately $472 million aggregate principal amount at maturity for a total amount paid of $375 million. In 2001, we redeemed the remaining $52 million of our outstanding Liquid Yield Option Notes due 2008 (our “2008 LYONs”) and converted them into common shares in May and June 2001. In 2001, we repurchased 9,400,000 common shares for $233 million, and in 2002, we repurchased an additional 4,000,000 shares for $115 million. We reflected these purchases at cost as a reduction of shareholders’ equity. The repurchased shares have been designated to fund share compensation granted to employees under our 2001 employee stock plan and may be used for subsequent grants. In August 2003, we issued $1,332 million principal amount at maturity of our 2013 Bonds with a negative yield of 0.5% that resulted in a higher principal amount at issuance of $1,400 million and net proceeds of $1,386 million. During 2004, we repurchased all of our outstanding Liquid Yield Option Notes due 2009 (our “2009 LYONs”) for a total amount of cash paid of $813 million.
(2)	“Other income and expenses, net” includes, among other things, funds received through government agencies for research and development expenses, the cost of new production facilities start-ups, foreign currency gains and losses, gains on sales of marketable securities, the costs of certain activities relating to intellectual property and, for periods prior to 2002, goodwill amortization. Our reported research and development expenses are mainly in the areas of product design, technology and development, and do not include marketing design center costs, which are accounted for as selling expenses, or process engineering, pre-production and process-transfer costs, which are accounted for as cost of sales.
(3)	Capital stock consists of common stock and capital surplus.
(4)	Capital expenditures are net of certain funds received through government agencies, the effect of which is to decrease depreciation.
(5)	Net debt (cash) to total shareholders’ equity ratio is a non-U.S. GAAP financial measure. The most directly comparable U.S. GAAP financial measure is considered to be “Debt-to-Equity Ratio”. However, this ratio measures gross debt relative to equity, and does not reflect the current cash position of the Company. We believe that our net debt (cash) to total shareholders’ equity ratio is useful to investors as a measure of our financial position and leverage. The ratio is computed on the basis of our net financial position divided by total shareholders’ equity. Our net financial position is the difference between our total cash position (cash and cash equivalents) net of total financial debt (bank overdrafts, current portion of long-term debt and long-term debt). For more information on our net financial position, see “Item 5. Operating and Financial Review and Prospects — Liquidity and Capital Resources — Capital Resources — Net financial position”. Our computation of net debt (cash) to total shareholders’ equity ratio may not be consistent with that of other companies, which could make comparability difficult.

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	The semiconductor industry is highly cyclical and periodic downturns in the semiconductor industry affect our business and results of operations.

	Increases in production capacity for semiconductor products may lead to overcapacity, which in turn may lead to plant closures, asset impairments, restructuring charges and inventory write-offs.

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	Competition in the semiconductor industry is intense, and we may not be able to compete successfully if our product design technologies, process technologies and products do not meet market requirements.

	•	price;
	•	technical performance;
	•	product features;
	•	product system compatibility;
	•	product design and technology;
	•	timely introduction of new products;
	•	product availability;
	•	manufacturing yields; and
	•	sales and technical support.

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	Semiconductor and other products we design and manufacture are characterized by rapidly changing technology, and our success depends on our ability to develop and manufacture complex products cost- effectively and to scale.

	The competitive environment of the semiconductor industry may lead to further measures to improve our competitive position and cost structure, which in turn may result in loss of revenues, asset impairments and/or capital losses.

	The competitive environment of the semiconductor industry may lead to conditions in which we may seek to acquire a competitor or become an acquisition target.

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	Our research and development efforts are increasingly expensive and dependent on alliances, and our business, results of operations and prospects could be materially adversely affected by the failure or termination of such alliances in developing new process technologies in line with market requirements.

	Loss of key employees could hurt our competitive position.

	In difficult market conditions, our high fixed costs adversely impact our results.

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	Our financial results can be adversely affected by fluctuations in exchange rates, principally in the value of the U.S. dollar.

	Because we have our own manufacturing facilities, our capital needs are high compared to competitors who do not produce their own products.

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	We may also need additional funding in the coming years to finance our investments, or purchase other companies or technologies developed by third parties.

	Our operating results may vary significantly from quarter to quarter and annually and may differ significantly from our expectations or guidance.

	•	performance of our key customers in the markets they serve;
	•	order cancellations or reschedulings by customers;
	•	excess inventory held by customers leading to reduced bookings or product returns by key customers;
	•	manufacturing capacity and utilization rates;
	•	restructuring and impairment charges;
	•	fluctuations in currency exchange rates, particularly between the U.S. dollar and other currencies in jurisdictions where we have activities;
	•	intellectual property developments;
	•	changes in distribution and sales arrangements;
	•	failure to win new design projects;
	•	manufacturing performance and yields;
	•	product liability or warranty claims;
	•	litigation;
	•	acquisitions or divestitures;
	•	problems in obtaining adequate raw materials or production equipment on a timely basis; and
	•	property damage or business interruption losses resulting from a catastrophic event not covered by insurance.

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	Our business is dependent in large part on continued growth in the industries and segments into which our products are sold and in our ability to attract and retain new customers. A market decline in any of these industries or our inability to attract new customers could have a material adverse effect on our results of operations.

	•	spending levels of telecommunications equipment and/or automotive providers;
	•	development of new consumer products or applications requiring high semiconductor content;
	•	evolving industry standards;
	•	the rate of adoption of new or alternative technologies; and
	•	demand for automobiles, consumer confidence and general economic conditions.

	Our operating results can also vary significantly due to impairment of goodwill and other intangible assets incurred in the course of acquisitions, as well as to impairment of tangible assets due to changes in the business environment.

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	Disruptions in our relationships with any one of our key customers could adversely affect our results of operations.

	Because we depend on a limited number of suppliers for raw materials and certain equipment, we may experience supply disruptions if suppliers interrupt supply or increase prices.

	Our manufacturing processes are highly complex, costly and potentially vulnerable to impurities, disruptions or inefficient implementation of production changes that can significantly increase our costs and delay product shipments to our customers.

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	We may be faced with product liability or warranty claims.

	If our outside foundry suppliers fail to perform, this could adversely affect our ability to exploit growth opportunities.

	We depend on patents to protect our rights to our technology.

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	Some of our production processes and materials are environmentally sensitive, which could lead to increased costs due to environmental regulations or to damage to the environment.

	We operate in many jurisdictions with highly complex and varied tax regimes. Changes in tax rules or the outcome of tax assessments and audits could cause a material adverse effect on our results.

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	We are required to prepare consolidated financial statements using both International Financial Reporting Standards (“IFRS”) beginning with our 2005 results in addition to our consolidated financial statements prepared pursuant to Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) and dual reporting may impair the clarity of our financial reporting.

	Certain accounting principles of U.S. GAAP are in flux and may lead to significant changes in the way we account for our convertible debt instruments. These changes may lead to significant changes in our financial statements.

	Changes in the accounting treatment of stock options and other share-based compensation could adversely affect our results of operations.

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	Our common share price, operating results, net income, net income per share and net financial position may be negatively affected by potential acquisitions.

	•	the diversion of management’s attention;
	•	the integration of acquired company operations and personnel;
	•	the assumption of potential liabilities, disclosed or undisclosed, associated with the business acquired, which liabilities may exceed the amount of indemnification available from the seller;
	•	the risk that the financial and accounting systems utilized by the business acquired will not meet our standards;
	•	the risk that the businesses acquired will not maintain the quality of products and services that we have historically provided;
	•	whether we are able to attract and retain qualified management for the acquired business;
	•	whether we are able to retain customers of the acquired entity; and
	•	the risk of goodwill and other intangible asset impairment, due to the inability of the business to meet management’s expectations at the time of the acquisition.

	Reduction in the amount of state funding available to us or demands for repayment may increase our costs and impact our results of operations.

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	The interests of our controlling shareholders, which are in turn controlled respectively by the French and Italian governments, may conflict with investors’ interests.

	Our shareholder structure and our preference shares may deter a change of control.

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	Our direct or indirect shareholders may sell our existing common shares or issue financial instruments exchangeable into our common shares at any time while at the same time seeking to retain their rights regarding our preference shares. In addition, substantial sales by us of new common shares or convertible bonds could cause our common share price to drop significantly.

	Because we are a Dutch company subject to the corporate law of the Netherlands, U.S. investors might have more difficulty protecting their interests in a court of law or otherwise than if we were a U.S. company.

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	Removal of our common shares from the CAC 40 on Euronext Paris, the S&P/ MIB on the Borsa Italiana or the Philadelphia Stock Exchange Semiconductor Sector Index could cause the market price of our common shares to drop significantly.

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Item 4.	Information on the Company

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	•	the Application Specific Product Group (“ASG”) segment, comprised of three product lines — our Home, Personal and Communication Products (“HPC”), our Computer Peripherals Products (“CPG”) and our Automotive Products (“APG”). Our HPC products are comprised of the telecommunications and the audio divisions from the former Telecommunications, Peripherals and Automotive Groups combined with the consumer group from the former Consumer Microcontroller Groups. Our CPG products cover computer peripherals products, specifically disk drives and printers, and our APG products now comprise all of our major complex products related to automotive applications formerly within the automotive group of Telecommunications, Peripherals and Automotive Groups and in other product groups (notably from the former Discrete and Standard ICs Group and the Microcontroller Group);
	•	the Memory Products Group (“MPG”) segment, comprised of our memories and Smart card businesses; and
	•	the Micro, Linear and Discrete Product Group (“MLD”) segment, comprised of the greater part of our former Discrete and Standard ICs Group and our standard microcontroller and industrial devices (including the programmable systems memories (“PSM”) division previously forming part of MPG).

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			Year Ended December 31,
			2005				2004				2003
			(In millions, except percentages)
Net Revenues by Product Segment
Application Specific Product Group Segment (ASG)			$	4,991			$	4,902			$	4,405
Memory Products Group Segment (MPG)				1,948				1,887				1,294
Micro, Linear and Discrete Product Group Segment (MLD)				1,882				1,902				1,469
Others(1)				61				69				70
	Total		$	8,882			$	8,760			$	7,238
Net Revenues by Location of Order Shipment(2)
Europe(3)			$	2,789			$	2,827			$	2,306
North America				1,141				1,211				985
Asia Pacific				4,063				3,711				3,190
Japan				307				403				337
Emerging Markets(3)(4)				582				608				420
	Total		$	8,882			$	8,760			$	7,238
Net Revenues by Product Segment
Application Specific Product Group Segment (ASG)				56.2	%			56.0	%			60.9	%
Memory Products Group Segment (MPG)				21.9				21.5				17.9
Micro, Linear and Discrete Product Group Segment (MLD)				21.2				21.7				20.3
Others(1)				0.7				0.8				0.9
	Total			100.0	%			100.0	%			100.0	%
Net Revenues by Location of Order Shipment(2)
Europe(3)				31.4	%			32.3	%			31.9	%
North America				12.8				13.8				13.6
Asia Pacific				45.7				42.4				44.1
Japan				3.5				4.6				4.6
Emerging Markets(3)(4)				6.6				6.9				5.8
Total				100.0	%			100.0	%			100.0	%

(1)	Includes revenues from sales of subsystems and other revenues not allocated to product segments.
(2)	Net revenues by location of order shipment are classified by location of customer invoiced. For example, products ordered by companies to be invoiced to Asia Pacific affiliates are classified as Asia Pacific revenues.
(3)	Since January 1, 2005, the region “Europe” includes the former East European countries that joined the EU in 2004. These countries were part of the Emerging Markets region in the previous periods. Net revenues for Europe and Emerging Markets for prior periods were restated to include such countries in the Europe region for such periods.
(4)	Emerging Markets in 2005 included markets such as India, Latin America, the Middle East and Africa, Europe (non-EU and non-EFTA) and Russia.

	•	the changing long-term structural growth of the overall market for semiconductor products;
	•	the strong development of new emerging applications in areas such as wireless communications, solid state storage, digital TV and video products and games;

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	•	the increasing importance of the Asia Pacific region and emerging countries, particularly China, which represents the fastest growing regional market;
	•	the importance of convergence between wireless consumer and computer applications, which drives customer demand for new system-level, turnkey solutions; and
	•	the evolution of the customer base from original equipment manufacturers (“OEM”) to a mix of OEM, electronic manufacturing service providers (“EMS”) and original design manufacturers (“ODM”).

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	•	Application Specific Product Group segment;
	•	Memory Products Group segment; and
	•	Micro, Linear and Discrete Product Group segment.

	Home, Personal and Communication Products

	(a) Cellular Communications Division. We focus our product offerings on cellular phones serving several major OEMs, with differentiated ICs. In this market, we are strategically positioned in energy management, audio coding and decoding function (“CODEC”) and radio frequency ICs. In February 2005, we decided to stop work on a reference design chipset for the GSM/ GPRS market. Research and development engineers dedicated to this program were redeployed to other wireless projects. We ship mobile phone energy-management devices in volume to two of the world’s top five OEMs. We are transitioning from ICs to modules in the field of radio frequency and energy management for 3G telephones, which results in a higher content of semiconductors expressed in U.S. dollars. In addition, we are currently developing ASIC solutions for use in 3G basebands for the OEM marketplace.
	(b) Application Processor Division. We offer a family of products addressing the market for multimedia application processor chips, known as the “Nomadik” family of products. These products are designed for 2.5/3G mobile phones, portable wireless products and other applications, and the chips are being sampled by a wide range of potential customers. We have several design wins in 2.5/3G mobile phones for tier-one European and Asian customers for smart phones and feature phones.
	(c) Imaging Division. Our Imaging Division focuses on the wireless handset image sensor market. We are in production of CMOS, camera modules and processors for video graphic arrays (“VGA”), 1 and 2 mega pixels. We have cumulatively shipped over 100 million CMOS camera phone solutions since entering this market in 2003. According to Prismark, we were the number one camera module manufacturer for 2005.
	(d) Connectivity Division. To respond to the market need for increased functionality of handsets, we created the Connectivity Division to address wireless LAN, Bluetooth and connectivity requirements. Our product offerings include Wireless LAN and Bluetooth chips designed for low power consumption and a small form factor. We have multiple design wins and volume production for several customers in Asia and Europe for our bluetooth and wireless products. In particular, we have started to manufacture in volume our

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single-chip STLC2500A Bluetooth IC for multiple cellular phones and our single-chip Enhanced-Data-Rate STLC2500C with V2.0 capability has been adopted in more than 15 mobile-phone designs by several customers, including a tier-one cellphone manufacturer. Additionally, volume production has started on our compact STLC4370 IEEE802.11g wireless local area network (“WLAN”) module IC, which is being used in a new cellular phone from a tier-one manufacturer.

(a) Home Video Division. This division aims at retail and satellite set-top box products and digital television offerings. We continued to expand our product offerings and customer base by introducing solutions for the set-top box market with features such as web-browsing, digital video recording and time-shifting capabilities. We reinforced the market leadership of our OMEGA family of set-top box back-end decoders with the introduction of the STi710x series of products, the latest member of our OMEGA family of set-top box decoder solutions. This family of single chip SoC device addresses the high definition market, performs at an advanced speed and has enhanced graphics and security features as well as integrated DVR capability, while retaining compatibility with our earlier products. We continue to strengthen our product offerings by addressing software solutions supporting multiple codes, including DVB-MHP (Java) and Microsoft Windows Media based systems.

	(b) Cable and IP Division. We offer products designed specifically for the cable and IP set-top box markets that take advantage of our significant expertise, product know-how and years of experience in supplying operator supported video markets. Our latest products in standard definition and high definition are designed to serve the evolving requirements in the growing global cable segment and the emerging IP set-top box market and we have multiple design wins in these areas.
	(c) Home Display Peripherals Division. This division offers products aimed at the analog TV market, switches and sound processors as well as CRT monitors.
	(d) Audio Division. We design and manufacture a wide variety of components for use in audio applications. Our audio products include audio power amplifiers, audio processors and graphic-equalizer ICs. We recently introduced a family of class ‘D’ audio amplifier offerings that improve sound quality while reducing power consumption, size and cost aimed primarily at home, desktop and mobile applications.

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(a) Wireless Infrastructure Division. We formed the Wireless Communications Infrastructure division to develop dedicated infrastructure chip solutions that will be focused on primarily the new third-generation telecom standards, but supporting existing standards as well. We have already developed all of the technologies required for the wireless infrastructure ASIC market due to our many years of experience in the fields of digital baseband chip, radio frequency and mixed signal products.

	(b) Wireline Infrastructure Division. Our wireline telecommunications products, both ASIC and ASSP, are used in telephone sets, modems, subscriber line interface cards (“SLICs”) for digital central office switching equipment and the high-speed electronic and optical communications networks. In January 2005, we announced that we would scale back our presence in the CPE ADSL modem market. This initiative resulted in an impairment charge of $61 million and was recorded in the first quarter of 2005.
	(c) Display Division. We offer products for the monitor and television peripheral market, as well as plasma display drivers and small-scale displays. Our display drivers address a number of display solutions, including thin film transistors, liquid crystal displays and organic light emitting diodes.

	Computer Peripherals Products

	Automotive Products

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	Memory Products Group Segment

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	Micro, Linear and Discrete Product Group Segment

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Telecommunications
Customers:		2Wire		Finisar		Nokia		Sagem
		Alcatel		Huawei		Nortel Networks		Siemens
		Cellon		LG Electronics		Philips		Sony Ericsson
		Cisco		Motorola		Sanyo		TCL Corporation
						Portable multimedia Telephone terminals (wireline and
Applications:		Camera modules/ mobile imaging Central office switching systems Data transport (routing, switching for electronic and optical networks) Digital cellular telephones Internet access (XDSL)				wireless) Wireless connectivit WLAN, FM radio) Wireless infrastruct		y (Bluetooth, ure
Computer Peripherals
Customers:		Agilent		Delta		Lexmark		Samsung
		BenQ		Hewlett-Packard		Logitech		Seagate
		Creative Technology		Intel		Maxtor		Western Digital
		Dell		Lenovo-IBM		Microsoft		Xerox
Applications:		Data storage Monitors and displays				Power management Printers Webcams
Automotive
Customers:		Alpine		Denso		Marelli		Sirius
		Bosch		Harman		Motorola		Valeo
		Conti		Hella		Pioneer		Visteon
		Delphi		Lear		Siemens		XM Satellite
Applications:		Airbags Anti-lock braking systems Body and chassis electronics Engine management systems (ignition and injection)				Global positioning systems Multimedia Radio/ satellite radio Telematics Vehicle stability control
Consumer
Customers:		Bose Corporation		LG Electronics		Pace		Skardin
		Echostar		Matsushita		Philips		Sony
		Humax		Microsoft		Samsung		Thomson
		Kenwood		Motorola		Scientific Atlanta		Tomen Vestel
Applications:		Audio processing (CD, DVD, Hi-Fi)				DVDs Imaging
		Analog/ digital TVs				Set-top boxes
		Digital cameras				VCRs
		Digital music players
Industrial/ Other Applications
Customers:		American Power Conversion		Delta		Gillette		Philips
		Astec		Echelon		Hewlett-Packard		Siemens
		Autostrade		Enel		Nagra		Toppan
		Axalto		Gemplus		Oberthur		Taiwan Liton
Applications:		Battery chargers Smart card ICs Industrial automation/ control systems Intelligent power switches				Lighting systems (lamp ballasts) Motor controllers Power supplies Switch mode power supplies

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		Year Ended December 31,
		2005				2004				2003
		(In millions, except percentages)
Expenditures		$	1,630			$	1,532			$	1,238
As a percentage of net revenues			18.3	%			17.5	%			17.1	%

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	•	Soft Computing, in which a variety of problem-solving techniques such as fuzzy logic, neural networks and genetic algorithms are applied to situations where the knowledge is inexact or the computational resources required to obtain a complete solution would be excessive using traditional computing architectures. Potential applications include more effective automotive engine control, emerging fuel cell technology and future quantum computing techniques that will offer much greater computational speeds than are currently achievable;
	•	Nano-Organics, which encompasses a variety of emerging technologies that deal with structures smaller than the deep sub-micron scale containing as little as a few hundred or thousand atoms. Examples include carbon nanotubes, which have potential applications in displays and memories, and all applications that involve electronic properties of large molecules such as proteins; and
	•	Micro-Machining, in which the ability to precisely control the mechanical attributes of silicon structures is exploited. There are many potential applications, including highly sensitive pressure and acceleration sensors, miniature microphones, microfluidic devices and optical devices. In addition, along with its optical properties, the mechanical properties of silicon represent one of the most important links between conventional SoC technology and all the emerging technologies such as bioelectronics that can benefit our semiconductor expertise.

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	•	Two in the area of consumer: set-top boxes, ranging from digital terrestrial, to cable, and satellite to Internet Protocol based devices, and Integrated Digital TV, which will include the expected promising new wave of High-Definition sets;
	•	One in the area of computer peripherals: the SPEAr family of re-configurable SoC ICs for printers and related applications; and
	•	Two in the area of wireless: Application Processors, namely our Nomadik platform that is bringing multimedia to the next-generation mobile devices and Wireless Infrastructure for 3-G base-stations.

Location		Products		Technologies
Front-end facilities
Crolles1, France		Application specific products		Fab: 200-mm CMOS and BiCMOS, research and development on VLSI sub-micron technologies
Crolles2, France(1)		Dedicated products and leading edge logic products		Fab: 300-mm research and development on deep sub-micron (90-nm and below) CMOS and system-on-chip (“SoC”) technology development
Phoenix, Arizona		Dedicated products and microcontrollers		Fab: 200-mm CMOS, BiCMOS, BCD

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Location		Products		Technologies
Agrate, Italy		Nonvolatile memories, microcontrollers and dedicated products		Fab 1: 150-mm BCD, nonvolatile memories, MEMS. (converting to 200-mm) Fab 2: 200-mm Flash, embedded Flash, research and development on nonvolatile memories and BCD technologies
Rousset, France		Microcontrollers, nonvolatile memories and Smart card ICs and dedicated products		Fab 1: 150-mm CMOS, Smart card (phase-out planned in 2006) Fab 2: 200-mm CMOS, Smart card, embedded Flash
Catania, Italy		Power transistors, Smart Power ICs and nonvolatile memories		Fabs 1/2: 150-mm Power metal-on silicon oxide semiconductor process technology (“MOS”), VIPpowertm, MO-3 and Pilot Line RF Fab 3: 200-mm Flash, Smart card, EEPROM 300-mm building constructed but not fully facilitized and equipped.
Castelletto, Italy		Smart power BCD		Fab: 150-mm BCD and MEMS pilot line (closure planned for the end of Q2 2006)
Tours, France		Protection thyristors, diodes and application-specific discrete-power transistors		Fab: 125-mm,150-mm and 200-mm pilot line discrete
Ang Mo Kio, Singapore		Dedicated products, microcontrollers, power transistors, commodity products, nonvolatile memories, and dedicated products		Fab 1: 125-mm, power MOS, bipolar transistor, bipolar ICs, standard linear Fab 2: 150-mm bipolar, power MOS and BCD, EEPROM, Smart card, Micros Fab 3: 200-mm BiCMOS, Flash Memories
Carrollton, Texas		Memories and Application specific products		Fab: 150-mm BiCMOS, BCD and CMOS
Back-end facilities
Muar, Malaysia		Dedicated and standard products, microcontrollers
Kirkop, Malta		Application specific products
Toa Payoh, Singapore		Nonvolatile memories and power ICs
Ain Sebaa, Morocco		Discrete and standard products
Bouskoura, Morocco		Nonvolatile memories, discrete and standard products, micromodules, RF and subsystems
Shenzhen, China(2)		Nonvolatile memories, discrete and standard products

(1)	Operated jointly with Philips and Freescale.
(2)	Jointly operated with SHIC, a subsidiary of Shenzhen Electronics Group.

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	The Semiconductor Market

			Worldwide Semiconductor Sales(1)																								Compound Annual Growth Rates(2)
			2005				2004				2003				2002				1997				1987				04-05				03-04				02-03				87-05				87-97				97-02
			(In billions)																								(Expressed as percentages)
Integrated Circuits and Sensors			$	197.3			$	183.5			$	143.5			$	121.6			$	119.5			$	25.4				7.5	%			27.9	%			18.1	%			12.1	%			16.8	%			0.3	%
Analog, Sensors and Actuators				36.5				36.1				30.4				25.0				20.0				6.0				0.9				19.0				21.6				10.5				12.8				4.6
Digital Logic				112.4				100.3				80.7				69.6				70.2				14.0				12.1				24.3				15.9				12.3				17.5				0.2
Memory:
	DRAM			25.6				26.8				16.7				15.3				19.8				2.4				(4.7	)			60.9				9.4				14.1				23.5				(5.1	)
	Others			22.9				20.3				15.8				11.8				9.5				3.0				13.0				28.3				34.2				12.0				12.2				4.4
Total Memory				48.5				47.1				32.5				27.0				29.3				5.4				2.9				45.0				20.2				13.0				18.4				(1.6	)
Total Digital				160.9				147.4				113.2				96.6				99.6				19.4				9.1				30.3				17.1				12.5				17.8				(0.6	)
Discrete				15.2				15.8				13.3				12.3				13.2				5.8				(3.3	)			18.1				8.1				5.5				8.5				0.3
Optoelectronics				14.9				13.7				9.5				6.8				4.5				1.3				8.6				43.8				40.6				14.5				13.2				8.5
TAM			$	227.5			$	213.0			$	166.4			$	140.7			$	137.2			$	32.5				6.8	%			28.0	%			18.3	%(3)			11.4	%			15.5	%			0.5	%
Europe				39.3				39.4				32.3				27.8				29.1				6.2				(0.4	)			22.0				16.3				10.8				16.7				(0.9	)
Americas				40.7				39.1				32.3				31.3				45.8				10.3				4.3				20.8				3.4				7.9				16.1				(7.4	)
Asia Pacific				103.4				88.8				62.8				51.2				30.2				3.3				16.5				41.3				22.8				21.1				24.8				11.1
Japan				44.1				45.8				38.9				30.5				32.1				12.7				(3.7	)			17.5				27.7				7.2				9.7				(1.0	)
TAM			$	227.5			$	213.0			$	166.4			$	140.7			$	137.2			$	32.5				6.8	%			28.0	%			18.3	%(3)			11.4	%			15.5	%			0.5	%

(1)	Source: WSTS.
(2)	Calculated using end points of the periods specified.
(3)	Calculated on a comparable basis, that is, without information with respect to actuators, which was not included in the indicator before 2003, the TAM increased 16.8%.

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	Semiconductor Classifications

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Item 5.	Operating and Financial Review and Prospects

	Critical Accounting Policies Using Significant Estimates

	•	Revenue recognition. Our policy is to recognize revenues from sales of products to our customers when all of the following conditions have been met: (a) persuasive evidence of an arrangement exists; (b) delivery has occurred; (c) the selling price is fixed or determinable; and (d) collectibility is reasonably assured. This usually occurs at the time of shipment.

	Consistent with standard business practice in the semiconductor industry, price protection is granted to distribution customers on their existing inventory of our products to compensate them for declines in market prices. The ultimate decision to authorize a distributor refund remains fully within our control. We accrue a provision for price protection based on a rolling historical price trend computed on a monthly basis as a percentage of gross distributor sales. This historical price trend represents differences in recent months between the invoiced price and the final price to the distributor, adjusted if required, to accommodate a significant move in the current market price. The short outstanding inventory time period, visibility into the standard inventory product pricing (as opposed to certain customized products) and long distributor pricing history have enabled us to reliably estimate price protection provisions at period-end. We record the accrued amounts as a deduction of revenue at the time of the sale. If market conditions differ from our assumptions, this could have an impact on future periods; in particular, if market conditions were to deteriorate, net revenues could be reduced due to higher product returns and price reductions at the time these adjustments occur.
	Our customers occasionally return our products from time to time for technical reasons. Our standard terms and conditions of sale provide that if we determine that products are non-conforming, we will repair or replace the non-conforming products, or issue a credit or rebate of the purchase price. Quality returns

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	are not related to any technological obsolescence issues and are identified shortly after sale in customer quality control testing. Quality returns are always associated with end-user customers, not with distribution channels. We provide for such returns when they are considered as probable and can be reasonably estimated. We record the accrued amounts as a reduction of revenue.
	Our insurance policies relating to product liability only cover physical and other direct damages caused by defective products. We do not carry insurance against immaterial, non-consequential damages. We record a provision for warranty costs as a charge against cost of sales based on historical trends of warranty costs incurred as a percentage of sales which we have determined to be a reasonable estimate of the probable losses to be incurred for warranty claims in a period. Any potential warranty claims are subject to our determination that we are at fault and liable for damages, and such claims usually must be submitted within a short period following the date of sale. This warranty is given in lieu of all other warranties, conditions or terms expressed or implied by statute or common law. Our contractual terms and conditions limit our liability to the sales value of the products, which gave rise to the claims.
	We maintain an allowance for doubtful accounts for potential estimated losses resulting from our customers’ inability to make required payments. We base our estimates on historical collection trends and record a provision accordingly. Furthermore, we are required to evaluate our customers’ credit ratings from time to time and take an additional provision for any specific account that we estimate as doubtful. In 2005, we recorded specific provisions of $7 million related to bankrupt customers, in addition to our standard provision of 1% of total receivables based on the estimated historical collection trends. Although we have determined that our most significant customers are creditworthy, if the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances could be required.

	•	Goodwill and purchased intangible assets. The purchase method of accounting for acquisitions requires extensive use of estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired, including in-process research and development, which is expensed immediately. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are instead subject to annual impairment tests. The amounts and useful lives assigned to other intangible assets impact future amortization. If the assumptions and estimates used to allocate the purchase price are not correct or if business conditions change, purchase price adjustments or future asset impairment charges could be required. At December 31, 2005, the value of goodwill amounted to $221 million.
	•	Impairment of goodwill. Goodwill recognized in business combinations is not amortized and is instead subject to an impairment test to be performed on an annual basis, or more frequently if indicators of impairment exist, in order to assess the recoverability of its carrying value. Goodwill subject to potential impairment is tested at a reporting unit level, which represents a component of an operating segment for which discrete financial information is available and is subject to regular review by segment management. This impairment test determines whether the fair value of each reporting unit for which goodwill is allocated is lower than the total carrying amount of relevant net assets allocated to such reporting unit, including its allocated goodwill. If lower, the implied fair value of the reporting unit goodwill is then compared to the carrying value of the goodwill and an impairment charge is recognized for any excess. In determining the fair value of a reporting unit, we usually estimate the expected discounted future cash flows associated with the reporting unit. Significant management judgments and estimates are used in forecasting the future discounted cash flows including: the applicable industry’s sales volume forecast and selling price evolution; the reporting unit’s market penetration; the market acceptance of certain new technologies; and relevant cost structure, the discount rates applied using a weighted average cost of capital and the perpetuity rates used in calculating cash flow terminal values. Our evaluations are based on financial plans updated with the latest available projections of the semiconductor market evolution, our sales expectations and our costs evaluation and are consistent with the plans and estimates that we use to manage our business. It is possible, however, that the plans and estimates used may be incorrect, and future adverse changes in market conditions or operating results of acquired businesses not in line with our estimates may require impairment of certain goodwill. In 2005, we had an impairment of goodwill of $39 million related to the elimination of the Customer Premises Equipment (“CPE”) product lines.
	•	Intangible assets subject to amortization. Intangible assets subject to amortization include the cost of technologies and licenses purchased from third parties, internally developed software which is capitalized and purchased software. Intangible assets subject to amortization are reflected net of any impairment losses. These are amortized over a period ranging from three to seven years. The carrying value of intangible assets subject to amortization is evaluated whenever changes in circumstances indicate that the

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		carrying amount may not be recoverable. In determining recoverability, we initially assess whether the carrying value exceeds the undiscounted cash flows associated with the intangible assets. If exceeded, we then evaluate whether an impairment charge is required by determining if the asset’s carrying value also exceeds its fair value. An impairment loss is recognized for the excess of the carrying amount over the fair value. We normally estimate the fair value based on the projected discounted future cash flows associated with the intangible assets. Significant management judgments and estimates are required and used in the forecasts of future operating results that are used in the discounted cash flow method of valuation, including: the applicable industry’s sales volume forecast and selling price evolution; our market penetration; the market acceptance of certain new technologies; and costs evaluation. Our evaluations are based on financial plans updated with the latest available projections of the semiconductor market evolution and our sales expectations and are consistent with the plans and estimates that we use to manage our business. It is possible, however, that the plans and estimates used may be incorrect and that future adverse changes in market conditions or operating results of businesses acquired may not be in line with our estimates and may therefore require impairment of certain intangible assets. In 2005, we registered an impairment charge of $25 million. At December 31, 2005, the value of intangible assets subject to amortization amounted to $224 million.
	•	Property, plant and equipment. Our business requires substantial investments in technologically advanced manufacturing facilities, which may become significantly underutilized or obsolete as a result of rapid changes in demand and ongoing technological evolution. We estimate the useful life for the majority of our manufacturing equipment, which is the largest component of our long-lived assets, to be six years. This estimate is based on our experience with using equipment over time. Depreciation expense is a major element of our manufacturing cost structure. We begin to depreciate new equipment when it is put into use.

	We evaluate each period whether there is reason to suspect that tangible assets or groups of assets might not be recoverable. Factors we consider important which could trigger an impairment review include: significant negative industry trends, significant underutilization of the assets or available evidence of obsolescence of an asset and strategic management decisions impacting production or an indication that its economic performance is, or will be, worse than expected. Since a significant portion of our tangible assets are carried by our European affiliates and their cost of operations are mainly denominated in euros, while revenues primarily are denominated in U.S. dollars, the exchange rate dynamic may trigger impairment charges. In determining the recoverability of assets to be held and used, we initially assess whether the carrying value exceeds the undiscounted cash flows associated with the tangible assets or group of assets. If exceeded, we then evaluate whether an impairment charge is required by determining if the asset’s carrying value also exceeds its fair value. We normally estimate this fair value based on independent market appraisals or the sum of discounted future cash flows, using market assumptions such as the utilization of our fabrication facilities and the ability to upgrade such facilities, change in the selling price and the adoption of new technologies. We also evaluate the continued validity of an asset’s useful life when impairment indicators are identified. Assets classified as held for disposal are reflected at the lower of their carrying amount or fair value less selling costs and are not depreciated during the selling period. Selling costs include incremental direct costs to transact the sale that we would not have incurred except for the decision to sell.
	Our evaluations are based on financial plans updated with the latest projections of the semiconductor market and of our sales expectations, from which we derive the future production needs and loading of our manufacturing facilities, and which are consistent with the plans and estimates that we use to manage our business. These plans are highly variable due to the high volatility of the semiconductor business and therefore are subject to continuous modifications. If the future evolution differs from the basis of our plans, both in terms of market evolution and production allocation to our manufacturing plants, this could require a further review of the carrying amount of our tangible assets resulting in a potential impairment loss. In 2005, we registered an impairment charge of $3 million related to the optimization of our Electrical Wafer Sorting (EWS) activities (wafer test).

	•	Inventory. Inventory is stated at the lower of cost or net realizable value. Cost is based on the weighted average cost by adjusting standard cost to approximate actual manufacturing costs on a quarterly basis; the cost is therefore dependent on our manufacturing performance. In the case of underutilization of our manufacturing facilities, we estimate the costs associated with the excess capacity; these costs are not included in the valuation of inventories but are charged directly to cost of sales. Net realizable value is the estimated selling price in the ordinary course of business less applicable variable selling expenses.

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The valuation of inventory requires us to estimate obsolete or excess inventory as well as inventory that is not of saleable quality. Provisions for obsolescence are estimated for excess uncommitted inventories based on the previous quarter sales, order backlog and production plans. To the extent that future negative market conditions generate order backlog cancellations and declining sales, or if future conditions are less favorable than the projected revenue assumptions, we could be required to record additional inventory provisions, which would have a negative impact on our gross margin.

	•	Share-based compensation. We have in the past accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and as such generally recognized no compensation cost for employee stock options. In December 2004, the FASB issued revised FAS No. 123, Share-Based Payment, or FAS 123R, which requires companies to expense employee share- based compensation for financial reporting purposes. Pro forma disclosure of the income statement effects of share-based compensation is no longer an alternative. We adopted FAS 123R early in the fourth quarter of 2005 to account for charges related to non-vested stock awards distributed to our employees. As a result, we are now required to value the current and any future employee share-based compensation pursuant to an option pricing model, and then amortize that value against our reported earnings over the vesting period in effect for those awards. Due to this change in accounting treatment of employee stock and other forms of share-based compensation, the share-based compensation expense is charged directly against our earnings. In order to assess the fair value of this share-based compensation through a financial evaluation model, we are required to make significant estimates since, pursuant to our plan, awarding shares is contingent on the achievement of certain financial objectives, including market performance and financial results. We are required to estimate certain items, including the probability of meeting the market performance, the forfeitures and the service period of our employees. As a result, we recorded in the fourth quarter of 2005 a total charge of $9 million and we are expecting to incur additional charges related to this plan during 2006. The impact is further detailed in Note 15.6 to our Consolidated Financial Statements “Non-vested share awards”.
	•	Restructuring charges. We have undertaken, and we may continue to undertake, significant restructuring initiatives, which have required us, or may require us in the future, to develop formalized plans for our existing activities or to dispose of our activities. We recognize the fair value of a liability for costs associated with an exit or disposal activity when a probable liability exists and it can be reasonably estimated. We record estimated charges for non-voluntary termination benefit arrangements such as severance and outplacement costs meeting the criteria for a liability as described above. Given the significance of and the timing of the execution of such activities, the process is complex and involves periodic reviews of estimates made at the time the original decisions were taken. As we operate in a highly cyclical industry, we continue to evaluate business conditions. If broader or new initiatives, which could include production curtailment or closure of other manufacturing facilities, were to be taken, we may be required to incur additional charges as well as to change estimates of amounts previously recorded. The potential impact of these changes could be material and have a material adverse effect on our results of operations or financial condition. In 2005, the amount of restructuring charges and other related closure costs amounted to $61 million before taxes. See Note 18 to our Consolidated Financial Statements.
	•	Income taxes. We are required to make estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments also occur in the calculation of certain tax assets and liabilities and provisions.

	We are required to assess the likelihood of recovery of our deferred tax assets. If recovery is not likely, we are required to record a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable, which would increase our provision for income taxes. As of December 31, 2005, we believed that all of the deferred tax assets, net of valuation allowances, as recorded on our balance sheet, would ultimately be recovered. However, should there be a change in our ability to recover our deferred tax assets or in our estimates of the valuation allowance, or in the tax rates applicable in the various jurisdictions, this could have an impact on our future tax provision in the periods in which these changes could occur.
	In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We record provisions for anticipated tax audit issues based on our estimate that probable additional taxes will be due. We reverse provisions and recognize a tax benefit during the period if we ultimately determine that the liability is no longer necessary. We record an additional charge

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	in our provision for taxes in the period in which we determine that the recorded provision is less than we expect the ultimate assessment to be.

	•	Patent and other intellectual property litigation or claims. As is the case with many companies in the semiconductor industry, we have from time to time received, and may in the future receive, communications alleging possible infringement of patents and other intellectual property rights of others. Furthermore, we may become involved in costly litigation brought against us regarding patents, mask works, copyrights, trademarks or trade secrets. In the event that the outcome of any litigation would be unfavorable to us, we may be required to take a license to the underlying intellectual property right upon economically unfavorable terms and conditions, and possibly pay damages for prior use, and/or face an injunction, all of which singly or in the aggregate could have a material adverse effect on our results of operations and ability to compete. See “Item 3. Key Information — Risk Factors — Risks Related to Our Operations — We depend on patents to protect our rights to our technology”.

	We record a provision when it is probable that a liability has been incurred and when the amount of the loss can be reasonably estimated. We regularly evaluate losses and claims with the support of our outside attorneys to determine whether they need to be adjusted based on the current information available to us. Legal costs associated with claims are expensed as incurred. We are in discussion with several parties with respect to claims against us relating to possible infringements of patents and similar intellectual property rights of others.
	We are currently a party to several legal proceedings including legal proceedings with SanDisk Corporation (“SanDisk”) and Tessera, Inc. See “Item 8. Financial Information — Legal Proceedings”. As of the end of 2005, based on our assessment there was no impact on our financial statements relating to the SanDisk litigation. However, if we are unsuccessful in resolving these proceedings, or if the outcome of any other litigation or claim were to be unfavorable to us, we may incur monetary damages, or an injunction or exclusion order.

	•	Pension and Post Retirement Benefits. Our results of operations and our balance sheet include the impact of pension and post retirement benefits that are measured using actuarial valuations. These valuations are based on key assumptions, including discount rates, expected long-term rates of return on funds and salary increase rates. These assumptions are updated on an annual basis at the beginning of each fiscal year or more frequently upon the occurrence of significant events. Any changes in the above assumptions can have an impact on our valuations. As of December 31, 2005, we have a total benefit obligation estimated at $323 million, and total plan assets estimated at $194 million resulting in an unfunded status of $129 million, of which $56 million was registered in our balance sheet at December 31, 2005.
	•	Other claims. We are subject to the possibility of loss contingencies arising in the ordinary course of business. These include, but are not limited to: warranty costs on our products not covered by insurance, breach of contract claims, tax claims and provisions for specifically identified income tax exposures as well as claims for environmental damages. In determining loss contingencies, we consider the likelihood of a loss of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of such loss or liability. An estimated loss is recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly reevaluate any losses and claims and determine whether they need to be readjusted based on the current information available to us. In the event of litigation that is adversely determined with respect to our interests, or in the event we need to change our evaluation of a potential third-party claim based on new evidence or communications, this could have a material adverse effect on our results of operations or financial condition at the time it were to materialize.

	Fiscal Year 2005

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	2005 Business Overview

	•	the Application Specific Product Groups (“ASG”) segment, comprised of three product lines — our Home, Personal and Communication Products (“HPC”), our Computer Peripherals Products (“CPG”) and our Automotive Products (“APG”). Our new HPC Sector is comprised of the telecommunications, audio and digital consumer groups. Our CPG products cover computer peripherals products, specifically disk drives and printers, and our APG products now comprise all of our major complex products related to automotive applications.
	•	the Memory Product Group (“MPG”) segment, comprised of our memories and Smart card businesses; and
	•	the Micro, Linear and Discrete Product Group (“MLD”) segment, comprised of discrete and standard products plus standard microcontroller and industrial devices (including the programmable systems memories (“PSM”) division).

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	•	higher sales volume and a more favorable product mix in our revenues, which contributed to an increase in our net revenues over 2004;
	•	continuous improvement of our manufacturing performances;
	•	net interest income; and
	•	lower income tax expense.

	•	negative pricing trends due to a persisting overcapacity in the industry, which translated into our average selling prices declining by approximately 8%, as a pure pricing effect;
	•	the impact of the effective U.S. dollar exchange rate against the euro and other currencies, which translated into an increase of our cost of sales and in our operating expenses being significantly higher than the favorable impact on our revenues;
	•	higher impairment, restructuring charges and other related closure costs due to the new restructuring and reorganization activities initiated in 2005; and
	•	the one-time compensation packages and special bonuses to our former CEO and to a limited number of retired senior executives, the new pension scheme charges for executive management and the share-based compensation charges for non-vested shares granted to employees and members and professionals of our Supervisory Board for a total of $37 million.

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	Business Outlook

	Other Developments in 2005

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	Recent Developments

	Segment Information

	•	Application Specific Product Groups (“ASG”) segment, comprised of three product lines — Home, Personal and Communication Products (“HPC”), Computer Peripherals Products (“CPG”) and new Automotive Products (“APG”);
	•	Memory Product Group (“MPG”) segment; and
	•	Micro, Linear and Discrete Product Group (“MLD”) segment.

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		Year Ended December 31,
		2005				2004				2003
		(In millions)
Net revenues by product segment:
Application Specific Product Group Segment (ASG)		$	4,991			$	4,902			$	4,405
Memory Product Group Segment (MPG)			1,948				1,887				1,294
Micro, Linear and Discrete Product Group Segment (MLD)			1,882				1,902				1,469
Others(1)			61				69				70
Total consolidated net revenues		$	8,882			$	8,760			$	7,238

(1)	Includes revenues from sales of subsystems mainly and other products not allocated to product segments.

		Year Ended December 31,
		2005				2004				2003
		(In millions)
Operating income (loss) by product segment:
Application Specific Product Group Segment (ASG)		$	355			$	530			$	582
Memory Product Group Segment (MPG)			(118	)			42				(65	)
Micro, Linear and Discrete Product Group Segment (MLD)			271				413				192
Total operating income of product segments			508				985				709
Others(1)			(264	)			(302	)			(375	)
Total consolidated operating income		$	244			$	683			$	334

(1)

Operating income (loss) of “Others” includes items or parts of them, which are not allocated to product segments such as impairment, restructuring charges and other related closure costs, start-up costs, and other unallocated expenses, such as: strategic or special research and development programs, certain corporate-level operating expenses, certain patent claims and litigations, and other costs that are not allocated to the product segments, as well as operating earnings or losses of the Subsystems and Other Products segment. Certain costs, mainly R&D, formerly in the “Others” category, are now being allocated to the segments; comparable amounts reported in this category have been reclassified accordingly in the above table.

		Year Ended
		December 31,
		2005				2004				2003
		(As a percentage of
		total net revenues)
Operating income (loss) by product segment:
Application Specific Product Group Segment (ASG)(1)			7.1	%			10.8	%			13.2	%
Memory Product Group Segment (MPG)(1)			(6.1	)			2.2				(5.0	)
Micro, Linear and Discrete Product Group Segment (MLD)(1)			14.4				21.7				13.1
Others(2)			(3.0	)			(3.5	)			(5.2	)
Total consolidated operating income(3)			2.7	%			7.8	%			4.6	%

(1)	As a percentage of net revenues per product segment.
(2)	As a percentage of total net revenues. Operating income (loss) of “Others” includes items or parts of them, which are not allocated to product segments such as impairment, restructuring charges and other related closure costs, start-up costs, and other unallocated expenses, such as: strategic or special research and development programs, certain corporate-level operating expenses, certain patent claims and litigations, and other costs that are not allocated to the product segments, as well as operating earnings or losses of the Subsystems and Other Products segment. Certain costs, mainly R&D, formerly in the “Others” category, are now being allocated to the product segments; comparable amounts reported in this category have been reclassified accordingly in the above table.
(3)	As a percentage of total net revenues.

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			Year Ended December 31,
			2005				2004				2003
			(In millions)
Reconciliation to consolidated operating income:
Total operating income of product segments			$	508			$	985			$	709
Operating Income of others(1)
	Strategic and other research and development programs			(49	)			(91	)			(52	)
	Start-up costs			(56	)			(63	)			(54	)
	Impairment, restructuring charges and other related closure costs			(128	)			(76	)			(205	)
	Subsystems			1				(1	)			2
	One-time compensation and special contributions(2)			(22	)			—				—
	Patent claim costs			—				(4	)			(10	)
	Other non-allocated provisions(3)			(10	)			(67	)			(56	)
Total operating income (loss) of others				(264	)			(302	)			(375	)
Total consolidated operating income			$	244			$	683			$	334

(1)	Operating income (loss) of “Others” includes items or parts of them, which are not allocated to product segments such as impairment, restructuring charges and other related closure costs, start-up costs, and other unallocated expenses, such as: strategic or special research and development programs, certain corporate-level operating expenses, certain patent claims and litigations, and other costs that are not allocated to the product segments, as well as operating earnings or losses of the Subsystems and Other Products segment. Certain costs, mainly R&D, formerly in the “Others” category, are now being allocated to the segments; comparable amounts reported in this category have been reclassified accordingly in the above table.
(2)	One-time compensation and special contributions to our former CEO and other executives not allocated to product segments.
(3)	Includes unallocated expenses such as certain corporate level operating expenses and other costs.

	Net Revenues by Location of Order Shipment and by Market Segment

		Year Ended December 31,
		2005				2004				2003
		(In millions)
Net Revenues by Location of Order Shipment:(1)
Europe(2)		$	2,789			$	2,827			$	2,306
North America			1,141				1,211				985
Asia/ Pacific			4,063				3,711				3,190
Japan			307				403				337
Emerging Markets(2)(3)			582				608				420
Total		$	8,882			$	8,760			$	7,238
Net Revenues by Location of Order Shipment:(1)
Europe(2)			31.4	%			32.3	%			31.9	%
North America			12.8				13.8				13.6
Asia/Pacific			45.7				42.4				44.1
Japan			3.5				4.6				4.6
Emerging Markets(2)(3)			6.6				6.9				5.8
Total			100.0	%			100.0	%			100.0	%

(1)	Net revenues by location of order shipment region are classified by location of customer invoiced. For example, products ordered by U.S.-based companies to be invoiced to Asia/ Pacific affiliates are classified as Asia/ Pacific revenues.

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(2)	Since January 1, 2005, the region “Europe” includes the former East European countries that joined the EU in 2004. These countries were part of the Emerging Markets region in the previous periods. Net revenues for Europe and Emerging Markets for prior periods were restated to include such countries in the Europe region for such periods.
(3)	Emerging Markets in 2005 included markets such as India, Latin America, the Middle East and Africa, Europe (non-EU and non-EFTA) and Russia.

		Year Ended
		December 31,
		2005				2004				2003
		(As a percentage of
		net revenues)
Net Revenues by Market Segment:
Automotive			16	%			15	%			14	%
Consumer			18				21				20
Computer			17				16				18
Telecom			35				32				33
Industrial and Other			14				16				15
Total			100	%			100	%			100	%

			Year Ended December 31,
			2005				2004				2003
			(As a percentage of
			net revenues)
Net sales				99.9	%			100.0	%			99.9	%
Other revenues				0.1				—				0.1
Net revenues				100.0				100.0				100.0
Cost of sales				(65.8	)			(63.2	)			(64.5	)
Gross profit				34.2				36.8				35.5
	Selling, general and administrative			(11.6	)			(10.8	)			(10.9	)
	Research and development			(18.3	)			(17.5	)			(17.1	)
	Other income and expenses, net			(0.1	)			0.2				(0.1	)
	Impairment, restructuring charges and other related closure costs			(1.5	)			(0.9	)			(2.8	)
	Total operating expenses			(31.5	)			(29.0	)			(30.9	)
Operating income				2.7				7.8				4.6
Interest income (expense), net				0.4				—				(0.7	)
Loss on equity investment				—				—				—
Loss on extinguishment of convertible debt				—				(0.1	)			(0.6	)
Income before income taxes and minority interests				3.1				7.7				3.3
Income tax benefit (expense)				(0.1	)			(0.8	)			0.2
Income before minority interests				3.0				6.9				3.5
Minority interests				—				—				—
Net income				3.0	%			6.9	%			3.5	%

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	Net revenues

		2005				2004				% Variation
		(In millions)
Net sales		$	8,876			$	8,756				1.4	%
Other revenues		$	6			$	4				—
Net revenues		$	8,882			$	8,760				1.4	%

	Gross profit

		2005				2004				% Variation
		(In millions)
Cost of sales		$	(5,845	)		$	(5,532	)			(5.7	)%
Gross profit		$	3,037			$	3,228				(5.9	)%
Gross margin (as a percentage of net revenues)			34.2	%			36.8	%			—

	Selling, general and administrative expenses

		2005				2004				% Variation
		(In millions)
Selling, general and administrative expenses		$	(1,026	)		$	(947	)			(8.4	)%
As a percentage of net revenues			(11.6	)%			(10.8	)%			—

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	Research and development expenses

		2005				2004				% Variation
		(In millions)
Research and development expenses		$	(1,630	)		$	(1,532	)			(6.3	)%
As a percentage of net revenues			(18.3	)%			(17.5	)%			—

	Other income and expenses, net

		2005				2004
		in millions)
Research and development funding		$	76			$	84
Start-up costs			(56	)			(63	)
Exchange gain (loss), net			(16	)			33
Patent claim costs			(22	)			(37	)
Gain on sale of non-current assets, net			12				6
Other, net			(3	)			(13	)
Other income and expenses, net		$	(9	)		$	10
As a percentage of net revenues			(0.1	)%			0.2	%

	Impairment, restructuring charges and other related closure costs

		2005				2004
		(In millions)
Impairment, restructuring charges and other related closure costs		$	(128	)		$	(76	)
As a percentage of net revenues			(1.5	)%			(0.9	)%

	•	Our new head count restructuring plan announced in May 2005, which resulted in total charges of $41 million mainly for employee termination benefits; the total cost of this restructuring plan is estimated to be in a range of between $100 and $130 million and its completion is expected by the second half of 2006;
	•	Our restructuring and reorganization activities initiated in the first quarter of 2005, which generated a total charge of impairment on goodwill and other intangible assets of $63 million and $10 million for restructuring and other related closure costs; this restructuring plan was fully completed in 2005;

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	•	Our ongoing 2003 restructuring plan and related manufacturing initiatives generated restructuring charges of approximately $13 million. As of December 31, 2005, we have incurred $294 million of the total expected approximate $350 million in pre-tax charges in connection with this restructuring plan, which was announced in October 2003. We expect to incur the balance in the coming quarters, which is later than anticipated to accommodate unforeseen qualification requirements of our customers, and to complete the plan in the second half of 2006; and
	•	Our impairment review of goodwill and intangible assets that resulted in a charge of $1 million.

	Operating income

		2005				2004				% Variation
		(In millions)
Operating income		$	244			$	683				(64.3	%)
As a percentage of net revenues			2.7	%			7.8	%

	Interest income (expense), net

		2005				2004
		(In millions)
Interest income (expense), net		$	34			$	(3	)

	Loss on equity investments

		2005				2004
		(In millions)
Loss on equity investments		$	(3	)		$	(4	)

	Loss on extinguishment of convertible debt

		2005				2004
		(In millions)
Loss on extinguishment of convertible debt			—			$	(4	)

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	Income tax benefit (expense)

		2005				2004
		(In millions)
Income tax expense		$	(8	)		$	(68	)

	Net income

		2005				2004				% Variation
		(In millions)
Net income		$	266			$	601				(55.7	%)
As a percentage of net revenues			3.0	%			6.9	%

	Net revenues

		2004				2003				% Variation
		(In millions)
Net sales		$	8,756			$	7,234				21.0	%
Other revenues		$	4			$	4				—
Net revenues		$	8,760			$	7,238				21.0	%

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	Gross profit

		2004				2003				% Variation
		(In millions)
Cost of sales		$	(5,532	)		$	(4,672	)			(18.4	%)
Gross profit		$	3,228			$	2,566				25.8	%
Gross margin			36.8	%			35.5	%			—

	Selling, general and administrative expenses

		2004				2003				% Variation
		(In millions)
Selling, general and administrative expenses		$	(947	)		$	(785	)			(20.6	%)
As a percentage of net revenues			(10.8	)%			(10.9	)%			—

	Research and development expenses

		2004				2003				% Variation
		(In millions)
Research and development expenses		$	(1,532	)		$	(1,238	)			(23.8	%)
As a percentage of net revenues			(17.5	)%			(17.1	)%			—

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	Other income and expenses, net

		2004				2003
		(In millions)
Research and development funding		$	84			$	76
Start-up costs			(63	)			(55	)
Exchange gain, net			33				5
Patent claim costs			(37	)			(29	)
Gain on sale of non-current assets			6				17
Other, net			(13	)			(18	)
Other income and expenses, net		$	10			$	(4	)
As a percentage of net revenues			0.2	%			(0.1	%)

	Impairment, restructuring charges and other related closure costs

		2004				2003
		(In millions)
Impairment, restructuring charges and other related closure costs		$	(76	)		$	(205	)
As a percentage of net revenues			(0.9	)%			(2.8	)%

	Operating income

		2004				2003				% Variation
		(In millions)
Operating income		$	683			$	334				104.3	%
As a percentage of net revenues			7.8	%			4.6	%			—

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	Interest expense, net

		2004				2003
		(In millions)
Interest expense, net		$	(3	)		$	(52	)

	Loss on equity investments

		2004				2003
		(In millions)
Loss on equity investments		$	(4	)		$	(1	)

	Loss on extinguishment of convertible debt

		2004				2003
		(In millions)
Loss on extinguishment of convertible debt		$	(4	)		$	(39	)

	Income tax benefit (expense)

		2004				2003
		(In millions)
Income tax benefit (expense)		$	(68	)		$	14

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	Net income

		2004				2003				% Variation
		(In millions)
Net income		$	601			$	253				137.3	%
As a percentage of net revenues			6.9	%			3.5	%			—

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	Net revenues

		Quarter ended												% Variation
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004				Sequential				Year-over-year
		(In millions)
Net sales		$	2,388			$	2,246			$	2,326				6.3	%			2.6	%
Other revenues			1				1				2				—				—
Net revenues		$	2,389			$	2,247			$	2,328				6.3	%			2.6	%

	Year-over-year comparison

	Sequential comparison

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	Gross profit

		Quarter Ended												% Variation
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004				Sequential				Year-over-year
		(In millions)
Cost of sales		$	(1,517	)		$	(1,481	)		$	(1,476	)			(2.4	)%			(2.8	)%
Gross profit		$	872			$	766			$	852				13.8	%			2.3	%
Gross margin			36.5	%			34.1	%			36.6	%

	Selling, general and administrative expenses

		Quarter Ended												% Variation
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004				Sequential				Year-over-year
		(In millions)
Selling, general and administrative expenses		$	(259	)		$	(248	)		$	(245	)			(4.6	)%			(6.0	)%
As percentage of net revenues			(10.9	)%			(11.0	)%			(10.5	)%

	Research and development expenses

		Quarter Ended												% Variation
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004				Sequential				Year-over-year
		(In millions)
Research and development expenses		$	(402	)		$	(401	)		$	(402	)			(0.1	)%			0.1	%
As percentage of net revenues			(16.8	)%			(17.9	)%			(17.3	)%

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	Other income and expenses, net

		Quarter Ended
		Dec 31, 2005				Oct. 1, 2005				Dec 31, 2004
		(In millions)
Research and development funding		$	29			$	20			$	47
Start-up costs			(10	)			(12	)			(18	)
Exchange gain (loss) net			(20	)			(5	)			14
Patent claim costs			(6	)			(6	)			(16	)
Gain on sale of non-current assets			8				(2	)			—
Other, net			1				2				(4	)
Other income and expenses, net			2				(3	)			23
As a percentage of net revenues			0.1	%			(0.1	)%			1.0	%

	Impairment, restructuring charges and other related closure costs

		Quarter Ended
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004
		(In millions)
Impairment, restructuring charges and other related closure costs		$	(16	)		$	(12	)		$	(18	)
As a percentage of net revenues			(0.7	)%			(0.5	)%			(0.8	)%

	•	Our new headcount restructuring plan announced in May 2005, which resulted in charges of $17 million mainly for employee termination benefits;
	•	Our restructuring and reorganization activities initiated in the first quarter of 2005, which generated an additional charge of $1 million; and
	•	Our ongoing 2003 restructuring plan and related manufacturing initiatives, which generated a positive impact of approximately $2 million as a result of a reversal of a provision pursuant to our decision made in the fourth quarter 2005 to keep a back-end production line in France.

	Operating income

		Quarter Ended
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004
		(In millions)
Operating income		$	197			$	102			$	210
In percentage of net revenues			8.2	%			4.5	%			9.0	%

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	Interest income, net

		Quarter Ended
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004
		(In millions)
Interest income, net		$	11			$	8			$	5

	Loss on equity investments

		Quarter Ended
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004
		(In millions)
Loss on equity investments			—			$	(2	)		$	(2	)

	Income tax benefit (expense)

		Quarter Ended
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004
		(In millions)
Income tax expense		$	(25	)		$	(18	)		$	(26	)

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	Net income

		Quarter Ended
		Dec 31, 2005				Oct 1, 2005				Dec 31, 2004
		(In millions)
Net income		$	183			$	89			$	187
As percentage of net revenues			7.7	%			3.9	%			8.0	%

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	Liquidity

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	•	the capacity expansion of our 200-mm and 150-mm front-end facilities in Singapore;
	•	the conversion to 200-mm of our front-end facility in Agrate (Italy);
	•	the capacity expansion of our back-end plants in Muar (Malaysia), Shenzhen (China), Toa Payoh (Singapore) and Malta;
	•	the expansion of our 200-mm front-end facility in Phoenix (Arizona);
	•	the capacity expansion of our 200-mm front-end facility in Rousset (France);
	•	the completion of building and continuation of facilities for our 300-mm front-end plant in Catania (Italy);
	•	the expansion of an 150-mm front-end and a 200-mm pilot line in Tours (France); and
	•	the expansion of the 300-mm front-end joint project with Philips Semiconductor International B.V. and Freescale Semiconductor Inc., in Crolles2 (France).

	•	the expansion of our 200-mm and 150-mm front-end facilities in Singapore;
	•	the expansion of our 200-mm front-end facility in Rousset (France);
	•	the facilitization of our 300-mm facility in Catania (Italy);
	•	the upgrading of our front-end and research and development pilot line in Agrate (Italy);
	•	the upgrading of our 200-mm front-end facility in Catania (Italy);
	•	the expansion and upgrading of our front-end facilities 200-mm in Phoenix and 150-mm in Carrollton (United States); and
	•	the capacity expansion in our back-end plants of Muar (Malaysia), Toa Payoh (Singapore), Shenzhen (China) and Malta.

	•	the expansion of our 200-mm and 150-mm front-end facilities in Singapore;
	•	the upgrading of our 200-mm front-end plant in Agrate (Italy);
	•	the expansion of our 200-mm front-end facility in Rousset (France);
	•	the expansion of our 300-mm facility in Crolles2 (France);
	•	the facilitization of our 300-mm facility in Catania (Italy); and
	•	the expansion of our back-end facilities in Muar (Malaysia).

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		Year Ended December 31,
		2005				2004				2003
		(In millions)
Net cash from operating activities			1,798			$	2,342			$	1,920
Net cash used in investing activities			(1,528	)			(2,134	)			(1,439	)
Payment for purchase and proceeds from sale of marketable securities, net			—				—				(4	)
Net operating cash flow		$	270			$	208			$	477

	Capital Resources

	Net financial position

		Year Ended December 31,
		2005				2004				2003
		(In millions)
Cash and cash equivalents		$	2,027			$	1,950			$	2,998
Marketable securities			—				—				—
Total cash position			2,027				1,950				2,998
Bank overdrafts			(11	)			(58	)			(45	)
Current portion of long-term debt			(1,522	)			(133	)			(106	)
Long-term debt			(269	)			(1,767	)			(2,944	)
Total financial debt			(1,802	)			(1,958	)			(3,095	)
Net financial position		$	225			$	(8	)		$	(97	)

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		Payments Due by Period
		Total				2006				2007				2008				2009				2010				Thereafter
		(In millions)
Long-term debt (including current portion)			1,791				1,522				119				58				30				22				40

		Moody’s				Standard &
		Investors Service				Poor’s
Zero Coupon Senior Convertible Bonds due 2013			A3				A-

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	Contractual Obligations, Commercial Commitments and Contingencies

			Total				2006				2007				2008				2009				2010				Thereafter
			(In millions)
Capital leases(3)			$	26			$	5			$	5			$	5			$	5			$	5			$	1
Operating leases(2)				271				50				37				32				28				22				102
Purchase obligations(2)				1,053				940				79				34				—				—				—
of which:
	Equipment purchase			576				576				—				—				—				—				—
	Foundry purchase			260				260				—				—				—				—				—
	Software, technology licenses and design			217				104				79				34				—				—				—
Joint Venture Agreement with Hynix Semiconductor Inc.(2)(5)				212				212				—				—				—				—				—
Other Obligations(2)				112				59				44				3				2				1				3
Long-term debt obligations (including
current portion)(3)(4)				1,791				1,522				119				58				30				22				40
Pension obligations(3)				270				29				20				22				26				28				145
Other non-current liabilities(3)				16				3				2				3				2				3				3
Total			$	3,751			$	2,820			$	306			$	157			$	93			$	81			$	294

(1)	Contingent liabilities which cannot be quantified are excluded from the table above.
(2)	Items not reflected on the Consolidated Balance Sheet at December 31, 2005.
(3)	Items reflected on the Consolidated Balance Sheet at December 31, 2005.
(4)	See Note 14 to our Consolidated Financial Statements at December 31, 2005 for additional information related to long-term debt and redeemable convertible securities, in particular, in respect to the noteholders’ option to put our convertible bonds for earlier redemption in August 2006.
(5)	These amounts correspond to our capital commitments to the joint venture, but not the additional $250 million in loans that we have committed to provide.

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	Financial Outlook

82

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83

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		Year Ended December 31, 2005
														Total Impairment,
														Restructuring
														Charges and
						Restructuring				Other Related				Other Related
		Impairment				Charges				Closure Costs				Closure Costs
		(In millions of U.S. dollars)
150-mm fab plan			—				(4	)			(9	)			(13	)
Restructuring initiatives decided in the first quarter 2005			(63	)			(9	)			(1	)			(73	)
Restructuring plan decided in the second quarter 2005			(3	)			(37	)			(1	)			(41	)
Other			(1	)			—				—				(1	)
Total			(67	)			(50	)			(11	)			(128	)

	SuperH, Inc.

	UPEK Inc.

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	Hynix ST Joint Venture

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Item 6.	Directors, Senior Management and Employees

	Supervisory Board

Name(1)		Position				Year Appointed(2)				Term Expires				Age
Gérald Arbola			Chairman				2004				2008				57
Bruno Steve			Vice Chairman				1989				2008				64
Matteo del Fante			Member				2005				2008				39
Tom de Waard			Member				1998				2008				59
Douglas Dunn			Member				2001				2006				61
Francis Gavois			Member				1998				2006				70
Didier Lombard			Member				2004				2008				64
Antonino Turicchi			Member				2005				2008				40
Robert M. White			Member				1996				2006				67

(1)	Messrs. Riccardo Gallo and Alessandro Ovi, who were Supervisory Board Members throughout fiscal year 2004, were replaced by Messrs. Antonino Turicchi and Matteo del Fante at the annual general meeting on March 18, 2005.
(2)	As a member of the Supervisory Board.

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	Biographies

88

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89

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	Corporate Governance at ST

	•	Our corporate organization under Dutch law that entrusts our management to a Managing Board acting under the supervision and control of a Supervisory Board totally independent from the Managing Board. Members of our Managing Board and of our Supervisory Board are appointed and dismissed by our shareholders.
	•	Our early adoption of policies on important issues such as “business ethics” and “conflicts of interest” and our strict policies, implemented since our 1994 initial public offering, to comply with applicable regulatory requirements concerning financial reporting, insider trading and public disclosures.
	•	Our compliance with United States, French and Italian securities laws, because our shares are listed in these jurisdictions, and with Dutch securities laws, because we are a company incorporated under the laws of the Netherlands, as well as our compliance with the corporate, social and financial laws applicable to our subsidiaries in the countries in which we do business.
	•	Our broad-based activities in the field of corporate social responsibility, encompassing environmental, social, health, safety, educational and other related issues.

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	Supervisory Board Committees

						Audit				Compensation				Strategic
Number of Meetings Attended in 2005(1)		Full Board				Committee				Committee				Committee
Bruno Steve			7				—				5				4
Gérald Arbola			7				—				5				4
Tom de Waard			7				11				5				—
Douglas Dunn			7				9				—				—
Francis Gavois(2)(3)			7				11				—				—
Antonino Turicchi			5				—				3				3
Didier Lombard			7				—				3				4
Matteo del Fante(2)(3)			5				7				—				—
Robert M. White			7				11				—				4
Riccardo Gallo(2)			2				4				—				—
Alessandro Ovi(2)			2				—				—				1

(1)	Includes meetings attended by way of conference call.
(2)	Messrs. Riccardo Gallo and Alessandro Ovi, who were Supervisory Board Members throughout fiscal year 2004, were replaced by Messrs. Antonino Turicchi and Matteo del Fante at the annual general meeting on March 18, 2005.
(3)	Appointed as non-voting observer to Audit Committee.

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	Managing Board

94

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	Executive Officers

								Years in
				Years with				Semi-conductor
Name		Position		Company				Industry				Age
Executive Committee
Carlo Bozotti		President and Chief Executive Officer			29				29				53
Alain Dutheil		Chief Operating Officer			23				36				60
Laurent Bosson		Executive Vice President, Front-end Technology and Manufacturing			23				23				63
Andrea Cuomo		Executive Vice President, Advanced System Technology and Chief Strategic Officer (and for other staff functions)			23				23				51
Carlo Ferro		Executive Vice President, Chief Financial Officer (and for Infrastructure and Services organization)			6				6				45
Philippe Geyres		Executive Vice President, HPC (and for the other product segments)			22				29				53
Enrico Villa		Executive Vice President, Europe Region (and for Sales and Marketing organizations)			39				39				64
Executive Staff
Georges Auguste		Corporate Vice President, Total Quality and Environmental Management			19				32				56
Gian Luca Bertino		Corporate Vice President, CPG			9				20				46
Patrice Chastagner		Corporate Vice President, Human Resources			20				20				58
Ugo Carena		Corporate Vice President, APG			9				28				62
Marco Luciano Cassis		Corporate Vice President, STMicroelectronics Japan			18				18				42
François Guibert		Corporate Vice President, Emerging Markets Region			25				28				52
Reza Kazerounian		Corporate Vice President, North America Region			6				21				48
Otto Kosgalwies		Corporate Vice President, Infrastructure and Services			22				22				50
Robert Krysiak		Corporate Vice President and General Manager of our new “Greater China” sales region			17				23				51
Mario Licciardello		Corporate Vice President, MPG			41				41				64
Jean-Claude Marquet		Corporate Vice President, Asia Pacific Region			20				39				63
Piero Mosconi(1)		Corporate Vice President, Treasurer			42				42				66
Carlo Ottaviani		Corporate Vice President, Communications			41				41				62

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Years in

Years with

Semi-conductor

Name

Position

Company

Industry

Age

Carmelo Papa

Corporate Vice President, MLD (since January 2006 Micro, Power, Analog)

23

23

56

Giordano Seragnoli

Corporate Vice President, Back-end Manufacturing and Subsystems Products Group

41

43

69

(1)	Mr. Piero Mosconi retired in December 2005.

	Biographies

97

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Supervisory Board Member		Directors’ Fees
Bruno Steve		$	205,000
Gérald Arbola			205,000
Tom de Waard(1)			213,500
Douglas Dunn			111,000
Antonino Turicchi(2)			110,000
Francis Gavois			120,500
Didier Lombard			120,000
Matteo del Fante(2)			111,500
Robert M. White			125,500
Riccardo Gallo(2)			9,000
Alessandro Ovi(2)			6,000
Total		$	1,336,500

(1)	Compensation, including attendance fees of $2,000 per meeting of the Supervisory Board or committee thereof, was paid to Clifford Chance LLP.
(2)	Messrs. Riccardo Gallo and Alessandro Ovi, who were Supervisory Board Members throughout fiscal year 2004, were replaced by Messrs. Antonino Turicchi and Matteo del Fante at the annual general meeting on March 18, 2005.

Sole Member of Our Managing Board and President
and CEO		Salary				Bonus(1)				Non-cash Benefits				Total
Carlo Bozotti		$	695,585			$	73,758			$	64,855(2	)		$	834,198

(1)	The bonus paid to the sole member of our Managing Board and President and CEO during the 2005 financial year was approved by the Compensation Committee and approved by the Supervisory Board in respect of the 2004 financial year, based on fulfillment of a number of pre-defined objectives for 2004.
(2)	Including employer social contributions, company car allowance and miscellaneous allowances.

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Former Sole Member of Our Managing Board and
President and CEO		Salary				Bonus(1)				Non-cash Benefits				Total
Pasquale Pistorio		$	372,501			$	6,000,000			$	2,836(2	)		$	6,375,337

(1)	The bonus paid to the former sole member of our Managing Board and President and CEO during the 2005 financial year was approved by the Compensation Committee and approved by the Supervisory Board in respect of the 2004 financial year and in recognition of Mr. Pistorio’s career with the Company, based on fulfillment of a number of pre-defined objectives for 2004.
(2)	Including employer social contributions and miscellaneous allowances.

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	•	approved the terms and conditions of the 2005 Supervisory Board Stock-Based Compensation Plan for members and professionals;
	•	amended our 2001 Employee Stock Option Plan with the aim of enhancing our ability to retain key employees and motivate them to shareholder value creation;
	•	approved the vesting conditions, linked to our future performance and their continued service with us, to apply to non-vested stock awards granted to employees in 2005, the maximum number of which is four million, in addition to the up to 100,000 stock awards granted to our President and CEO, which were approved by separate resolution; and
	•	accelerated the vesting of all of our outstanding stock options in July 2005 aimed at facilitating the transition to a new stock compensation policy with no charge to our interim consolidated statements of income.

		2005								2004
		Number of
		Non-vested Shares				Acquisition				Number of
		Granted(1)				Price				Stock Options				Grant Price
						€				Granted(2)				U.S.$
Gérald Arbola			6,000				1.04				12,000				22.71
Bruno Steve			6,000				1.04				12,000				22.71
Tom de Waard			6,000				1.04				12,000				22.71
Matteo Del Fante(3)(4)			6,000				1.04				—				—
Douglas Dunn			6,000				1.04				12,000				22.71
Francis Gavois			6,000				1.04				12,000				22.71
Didier Lombard			6,000				1.04				12,000				22.71
Antonino Turicchi(3)(4)			6,000				1.04				—				—
Robert M. White			6,000				1.04				12,000				22.71
Riccardo Gallo(3)			—				—				12,000				22.71
Alessandro Ovi(3)			—				—				12,000				22.71

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(1)	Pursuant to the 2005 Stock-Based Compensation Plan for Supervisory Board Members and Professionals of the Supervisory Board.
(2)	Pursuant to the 2002 Stock Option Plan for Supervisory Board Members and Professionals of the Supervisory Board.
(3)	Messrs. Riccardo Gallo and Alessandro Ovi, who were Supervisory Board Members throughout fiscal year 2004, were replaced by Messrs. Antonino Turicchi and Matteo del Fante at the annual general meeting on March 18, 2005.
(4)	Messrs. Antonino Turicchi and Matteo del Fante declined their grants of restricted shares.

	Stock Option Plans

	Employee and Managing Board Stock Option Plans

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Tranche 2

Tranche 3

Tranche 4

Special grant

Tranche 5

Special grant

Tranche 6

Special grant

Tranche 7

Date of Supervisory Board Meeting

Sept 12, 1997

July 28, 1998

Sept 16, 1999

Jan 24, 2000

June 16, 2000

Sept 18, 2000

Dec 11, 2000

Dec 18, 2000

March 1, 2001

Total Number of Shares which may be purchased

3,873,000

3,900,000

8,878,200

150,000

5,331,250

70,000

2,019,640

26,501

113,350

Vesting Date

Sept 12, 2000

July 28, 2001

Sept 16, 2002

Jan 24, 2003

June 16, 2002

Sept 18, 2002

Dec 11, 2002

Dec 18, 2002

March 1, 2003

Expiration Date

Sept 12, 2005

July 28, 2006

Sept 16, 2007

Jan 24, 2008

June 16, 2008

Sept 18, 2008

Dec 11, 2008

Dec 18, 2008

March 1, 2009

Exercise Price

$14.23

$12.03

$24.88

$55.25

$62.01

$52.88

$50.69

$44.00

$31.65

Terms of Exercise

50% on Sept 12, 2000

50% on July 28, 2001

50% on Sept 16, 2002

50% on Jan 24, 2003

32% on June 16, 2002

32% on Sept 18, 2002

32% on Dec 11, 2002

32% on Dec 18, 2002

32% on March 1, 2003

50% on Sept 12, 2001

50% on July 28, 2002

50% on Sept 16, 2003

50% on Jan 24, 2004

32% on June 16, 2003

32% on Sept 18, 2003

32% on Dec 11, 2003

32% on Dec 18, 2003

32% on March 1, 2004

36% on June 16, 2004

36% on Sept 18, 2004

36% on Dec 11, 2004

36% on Dec 18, 2004

36% on March 1, 2005

Number of Shares to be acquired with Outstanding Options as of Dec 31, 2005

—

2,287,131

7,819,020

—

4,672,795

40,435

1,632,060

22,120

50,470

Held by Managing Board/ Executive Officers

—

420,840

1,352,400

—

549,000

—

—

—

—

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Tranche 1

Tranche 2

Tranche 3

Tranche 4

Tranche 5

Tranche 6

Tranche 7

Date of the grant

April 27, 2001

Sept 4, 2001

Nov 1, 2001

Jan 2, 2002

Jan 25, 2002

April 25, 2002

June 26, 2002

Total Number of Shares which may be purchased

9,521,100

16,000

61,900

29,400

3,656,103

9,708,390

318,600

Vesting Date

April 27, 2003

Sept 4, 2003

Nov 1, 2003

Jan 2, 2004

Jan 25, 2003

April 25, 2004

June 26, 2004

Expiration Date

April 27, 2011

Sept 4, 2011

Nov 1, 2011

Jan 2, 2012

Jan 25, 2012

April 25, 2012

June 26, 2012

Exercise Price

$39.00

$29.70

$29.61

$33.70

$31.09

$31.11

$22.30

32% on

32% on

32% on

32% on

50% on

32% on

32% on

April 27, 2003

Sept 4, 2003

Nov 1, 2003

Jan 2, 2004

Jan 25, 2003

April 25, 2004

June 26, 2004

Terms of Exercise

32% on

32% on

32% on

32% on

50% on

32% on

32% on

April 27, 2004

Sept 4, 2004

Nov 1, 2004

Jan 2, 2005

Jan 25, 2004

April 25, 2005

June 26, 2005

36% on

36% on

36% on

36% on

36% on

36% on

April 27, 2005

Sept 4, 2005

Nov 1, 2005

Jan 2, 2006

April 25, 2006

June 26, 2006

Number of Shares to be acquired with Outstanding Options as of December 31, 2005

8,397,130

16,000

51,040

24,800

3,125,799

8,840,539

148,806

Held by Managing Board/ Executive Officers

771,000

—

—

—

274,500

801,000

—

Tranche 8

Tranche 9

Tranche 10

Tranche 11

Tranche 12

Tranche 13

Tranche 14

Tranche 15

Tranche 16

Tranche 17

Date of the grant

Aug 1, 2002

Dec 17, 2002

March 14, 2003

June 3, 2003

Oct 24, 2003

Jan 2, 2004

April 26, 2004

Sept 1, 2004

Jan 31, 2005

March 17, 2005

Total Number of Shares which may be purchased

24,500

14,400

11,533,960

306,850

135,500

86,400

12,103,490

175,390

29,200

13,000

Vesting Date

Aug 1, 2004

Dec 17, 2004

March 14, 2005

June 3, 2005

Oct 24, 2005

Jan 2, 2006

April 26, 2006

Sept 1, 2006

Jan 31, 2007

March 17, 2007

Expiration Date

Aug 1, 2012

Dec 17, 2012

March 14, 2013

June 3, 2013

Oct 24, 2013

Jan 2, 2014

April 26, 2014

Sept 1, 2014

Jan 31, 2015

March 17, 2015

Exercise Price

$20.02

$21.59

$19.18

$22.83

$25.90

$27.21

$22.71

$17.08

$16.73

$17.31

32% on Aug 1, 2004

32% on Dec 17, 2004

32% on March 14, 2005

32% on June 3, 2005

32% on Oct 24, 2005

32% on Jan 2, 2006

32% on April 26, 2006

32% on Sept 1, 2006

32% on Jan 31, 2007

32% on March 17, 2007

Terms of Exercise

32% on Aug 1, 2005

32% on Dec 17, 2005

32% on March 14, 2006

32% on June 3, 2006

32% on Oct 24, 2006

32% on Jan 2, 2007

32% on April 26, 2007

32% on Sept 1, 2007

32% on Jan 31, 2008

32% on March 17, 2008

36% on Aug 1, 2006

36% on Dec 17, 2006

36% on March 14, 2007

36% on June 3, 2007

36% on Oct 24, 2007

36% on Jan 2, 2008

36% on March 14, 2008

36% on Sept 1, 2008

36% on Jan 31, 2009

36% on March 17, 2009

Number of Shares to be acquired with Outstanding Options as of Dec 31, 2005

18,900

14,400

10,673,083

219,954

128,950

41,000

11,383,755

159,180

29,200

13,000

Held by Managing Board/ Executive Officers

—

—

1,077,00

—

31,000

—

1,190,000

—

—

—

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	Supervisory Board Stock Option Plans

Date of Annual

June 24, 1996

May 31, 1999

March 27, 2002

General Meeting of

Shareholders

Tranche 3

Tranche 1

Tranche 2

Tranche 3

Tranche 1

Tranche 2

Tranche 3

Date of the grant

July 28, 1998

September 16, 1999

June 16, 2000

April 27, 2001

April 25, 2002

March 14, 2003

April 26, 2004

Total Number of Shares which may be purchased

103,500

207,000

103,500

112,500

132,000

132,000

132,000

Vesting Date

July 28, 1999

September 16, 2000

June 16, 2001

April 27, 2002

May 25, 2002

April 14, 2003

April 26, 2004

Expiration Date

July 28, 2006

September 16, 2007

June 16, 2008

April 27, 2011

April 25, 2012

March 14, 2013

April 26, 2014

Exercise Price

$12.03

$24.88

$62.01

$39.00

$31.11

$19.18

$22.71

Terms of Exercise

All exercisable after 1 year

All exercisable after 1 year

All exercisable after 1 year

All exercisable after 1 year

All exercisable after 1 year

All exercisable after 1 year

All exercisable after 1 year

Number of Shares to be acquired with Outstanding Options as of December 31, 2005

36,000

153,000

90,000

99,000

120,000

120,000

132,000

	•	a maximum number of 6,000 newly issued shares per year for each member of the Supervisory Board and 3,000 newly issued shares per year for each professional of the Supervisory Board; and
	•	at a price per share of €1.04 per share, the nominal value of ST shares.

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		Employees								Supervisory Board
		1995 Plan				2001 Plan				1996				1999				2002				Total
Remaining amount authorized to be granted			0				12,265,817				0				0				0				12,265,817
Amount exercised			12,255,102				9,650				293,500				18,000				0				12,576,252
Amount cancelled			2,782,808				4,438,997				72,000				63,000				24,000				7,380,805
Amount outstanding			16,524,031				43,285,536				35,000				342,000				372,000				60,558,567

	Employees

		At December 31,
		2005				2004				2003
France			10,330				9,990				9,900
Italy			10,500				10,940				10,400
Rest of Europe			1,550				1,660				1,600
United States			3,120				3,180				3,000
Malta and Morocco			6,900				7,200				7,000
Asia			17,600				16,530				13,800
Total			50,000				49,500				45,700

		At December 31,
		2005				2004				2003
Research and Development			9,700				9,800				8,800
Marketing and Sales			2,880				2,850				2,700
Manufacturing			32,400				32,150				29,800
Administration and General Services			2,550				2,400				2,250
Divisional Functions			2,470				2,300				2,150
Total			50,000				49,500				45,700

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Item 7.	Major Shareholders and Related-Party Transactions

		Common Shares Owned
Shareholders(1)		Number				%
STMicroelectronics Holding II B.V. (“ST Holding II”)			250,704,754				27.6%
Public			580,787,153				63.9%
Brandes Investment Partners			62,932,372				7%
Treasury shares			13,400,000				1.5%

(1)	At the end of 2004, Capital Group International, Inc. owned more than 5% of our share capital. As of December 31, 2005, Capital Group International, Inc. had reduced its participation in our share capital below the 5% threshold and is, consequently, no longer one of our major shareholders.

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		Common Shares Owned
		Number				%
December 31, 2005			250,704,754				27.6
December 31, 2004			278,483,280				30.8
December 31, 2003			311,483,280				34.5

(1)	CDP owns 30% of ST Holding, while Finmeccanica owns 20% of ST Holding.
(2)	Not a legal entity, purely for illustrative purposes.
(3)	FT1CI owns 50% of ST Holding and indirectly holds 99,318,236 of our common shares.
(4)	CDP and Finmeccanica own 50% of ST Holding and indirectly hold 91,644,941 and 59,741,577 of our common shares, respectively.
(5)	The 70.9% includes the 7% shareholding of Brandes Investment Partners.
(6)	ST Holding II owns 27.6% of our shares, the Public owns 70.9% of our shares and we hold the remaining 1.5% as Treasury Shares.

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	Shareholders’ Agreements

	STH Shareholders’ Agreement

	Restructuring of the Holding Companies

	Standstill

111

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	Corporate Governance

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	(i) As long as any of the shareholders indirectly owns at least equal to the lesser of 3% of our issued and outstanding share capital or 10% of the remaining STH shareholders’ stake in us at such time, with respect to the holding company, any changes to the articles of association, any issue, acquisition or disposal of shares in the holding company or change in the rights of its shares, its liquidation or dissolution and any legal merger, de-merger, acquisition or joint venture agreement to which the holding company is proposed to be a party. However, the minority shareholder may not prevent the other shareholder from increasing the capital of the holding company in order to finance the acquisition of additional shares in our company as a defense against a hostile takeover bid for STMicroelectronics N.V.
	(ii) As long as any of the shareholders indirectly owns at least 33% of the holding company, certain changes to our articles of association (including any alteration in our authorized share capital, or any issue of share capital and/or financial instrument giving the right to subscribe for our common shares, changes to the rights attached to our shares, changes to the preemptive rights, issues relating to the form, rights and transfer mechanics of the shares, the composition and operation of the Managing and Supervisory Boards, matters subject to the Supervisory Board’s approval, the Supervisory Board’s voting procedures, extraordinary meetings of shareholders and quorums for voting at shareholders meetings).
	(iii) Any decision to vote our shares held by the holding company at any general meeting of our shareholders with respect to any substantial and material merger decision. In the event of a failure by the shareholders to reach a common decision on the relevant merger proposal, our shares attributable to the minority shareholder and held by the holding company will be counted as present for purposes of a quorum of shareholders at one of our shareholders meetings, but will not be voted (i.e., will be abstained from the vote in a way that they will not be counted as a negative vote or as a positive vote).
	(iv) In addition, the minority shareholder will have the right to designate at least one member of the list of candidates for our Supervisory Board to be proposed by the holding company if that shareholder indirectly owns at least 3% of our total issued and outstanding share capital, with the majority STH shareholder retaining the right to appoint that number of members to our Supervisory Board that is at least proportional to such majority STH shareholder’s voting stake.

	Disposals of our Common Shares

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	Re-adjusting and Re-balancing options

	Change of Control Provision

	Non-competition

	Deadlock

114

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	Preference Shares

	Other Shareholders’ Agreements

	Italian Shareholders’ Pact

	Statutory Considerations

115

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Item 8.	Financial Information

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	•	Property damage and business interruption;
	•	General liability and product liability;
	•	Directors and officers liability; and
	•	Transportation risks.

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	•	On March 18, 2005, our shareholders approved the payment of a cash dividend with respect to the year ended December 31, 2004 of $0.12 per share payable to Dutch Registry Shareholders of record on May 23, 2005 and New York registry shareholders as of May 25, 2005. This dividend was approximately 18% of our earnings in 2004.
	•	On April 23, 2004, our shareholders approved the payment of a cash dividend with respect to the year ended December 31, 2003 of $0.12 per share payable to Dutch Registry shareholders of record on May 21, 2004 and New York registry shareholders as of May 26, 2004. This dividend was approximately 42% of our earnings for 2003.
	•	In 2003, we paid a cash dividend with respect to the year ended December 31, 2002 of $0.08 per share. This dividend was approximately 17% of our earnings for 2002.

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	•	In 2002, we paid a cash dividend with respect to the year ended December 31, 2001 of $0.04 per share. This dividend was approximately 14% of our earnings for 2001.
	•	In 2001, we paid a cash dividend with respect to the year ended December 31, 2000 of $0.04 per share. This dividend was approximately 2% of our earnings for 2000.

Item 9.	Listing

	Our Common Shares

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			Average Daily Trading
			Volumes
											Price Ranges
			Number of
Calendar Period			Shares				Capital				High				Low
							(€)				(€)				(€)
Annual Information for the Past Five Years
2001												52.45				18.88
2002												39.70				11.10
2003												24.74				15.20
2004												23.81				13.25
2005												15.81				10.83
Quarterly Information for the Past Two Years
2004
	First quarter											23.81				18.12
	Second quarter											20.50				16.92
	Third quarter											18.32				13.25
	Fourth quarter											16.36				13.76
2005
	First quarter											14.47				12.38
	Second quarter											13.71				10.83
	Third quarter											15.17				12.58
	Fourth quarter											15.81				13.21
Monthly Information for the Past 18 Months
2004
	September			6,269,593				89,874,616				15.26				13.25
	October			5,754,106				81,909,699				14.82				13.76
	November			5,761,598				88,377,152				16.36				14.35
	December			4,558,003				66,824,882				15.63				14.09
2005
	January			6,129,044				81,632,737				14.47				12.38
	February			6,725,241				88,867,335				13.67				12.57
	March			4,696,705				62,203,161				13.94				12.77
	April			6,533,316				79,177,257				13.01				10.83
	May			6,231,000				72,049,053				12.75				10.87
	June			6,216,894				81,634,035				13.71				12.47
	July			6,528,148				92,771,511				15.17				12.58
	August			3,780,604				51,998,427				14.51				13.17
	September			4,864,941				67,454,878				14.52				13.01
	October			5,057,766				70,267,543				14.82				13.21
	November			4,984,709				72,487,638				15.19				13.40
	December			3,947,090				61,022,011				15.81				15.02
2006
	January			6,316,739				99,311,771				16.56				15.03
	February (through February 24, 2006)			5,354,222				79,445,946				15.43				14.22

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			Average Daily Trading
			Volumes
											Price Ranges
			Number of
Calendar Period			Shares				Capital				High				Low
							(€)				(€)				(€)
Annual Information for the past five years
2001												52.35				18.89
2002												39.65				11.09
2003												24.75				15.21
2004												23.81				13.25
2005												15.82				10.82
Quarterly Information for the past two years
2004
	First quarter											23.81				18.11
	Second quarter											20.49				16.92
	Third quarter											18.32				13.25
	Fourth quarter											16.36				13.76
2005
	First quarter											14.48				12.37
	Second quarter											13.71				10.82
	Third quarter											15.18				12.59
	Fourth quarter											15.82				13.21
Monthly Information for the past 18 months
2004
	September			21,017,508				301,222,925				15.24				13.25
	October			17,188,824				244,665,721				14.82				13.76
	November			20,580,173				315,679,274				16.36				14.35
	December			13,637,919				200,313,754				15.59				14.09
2005
	January			18,697,793				248,979,812				14.48				12.37
	February			24,831,743				327,903,166				13.66				12.56
	March			16,635,361				220,368,627				13.95				12.78
	April			16,799,805				203,613,637				13.02				10.82
	May			17,032,815				196,848,243				12.74				10.87
	June			15,437,703				202,774,229				13.71				12.46
	July			20,733,076				294,782,875				15.18				12.59
	August			10,019,202				138,044,565				14.52				13.17
	September			13,187,754				183,520,785				14.52				13.00
	October			13,057,791				181,424,948				14.79				13.21
	November			11,546,608				167,933,867				15.20				13.42
	December			9,162,791				141,711,726				15.82				15.00
2006
	January			13,055,279				205,085,378				16.55				15.05
	February (through February 24, 2006)			10,273,881				152,423,299				15.43				14.21

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			Average Daily Trading
			Volumes
											Price Ranges
			Number of
Calendar Period			Shares				Capital				High				Low
							(U.S.$)				(U.S.$)				(U.S.$)
Annual Information for the past five years
2001												48.70				17.89
2002												35.81				11.00
2003												28.67				16.67
2004												29.90				16.36
2005												19.47				13.96
Quarterly Information for the past two years
2004
	First quarter											29.90				22.27
	Second quarter											24.82				20.32
	Third quarter											22.14				16.36
	Fourth quarter											21.16				17.01
2005
	First quarter											19.47				16.13
	Second quarter											16.85				13.96
	Third quarter											18.34				15.58
	Fourth quarter											18.86				15.98
Monthly Information for the past 18 months
2004
	September			1,829,333				32,106,623				18.79				16.36
	October			1,924,786				34,330,483				18.58				17.01
	November			1,803,624				35,926,386				21.16				18.37
	December			1,189,882				23,369,282				20.68				18.78
2005
	January			1,662,825				29,019,622				19.63				16.13
	February			1,278,100				22,037,000				18.25				16.26
	March			1,123,545				19,554,177				18.38				16.49
	April			1,410,381				22,106,312				16.65				14.00
	May			1,086,629				15,950,627				15.74				13.96
	June			905,845				14,456,380				16.50				15.33
	July			1,379,140				23,816,369				18.34				15.58
	August			693,352				11,726,662				17.76				16.21
	September			914,219				15,613,946				17.77				16.27
	October			1,100,181				18,353,219				17.63				15.98
	November			909,276				15,600,448				17.75				16.15
	December			715,167				13,095,423				18.86				17.86
2006
	January 2006			1,121,390				21,417,428				19.90				18.23
	February (through February 24, 2006)			739,224				13,122,704				18.58				16.91

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	Euronext

	General

	Euronext Paris

	•	Compartment A comprises the companies with market capitalizations above €1 billion;
	•	Compartment B comprises the companies with market capitalizations from €150 million and up to and including €1 billion; and
	•	Compartment C comprises the companies with capitalizations below €150 million.

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	Securities Trading in Italy

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Item 10.	Additional Information

	Applicable non-U.S. Regulations

	Applicable Dutch Legislation

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	•	file our annual accounts and the auditors’ report with the Registry of the Chamber of Commerce of Amsterdam with a copy to the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten or the “AFM”);
	•	file our half-yearly accounts; and
	•	publish any new information concerning our business that was not published in the Netherlands and could have a significant impact on our share price if it becomes public. The information is published as a press release with a copy to the AFM.

	Applicable French Legislation

	•	we are required to inform our shareholders of (a) the convening of general meetings of shareholders as well as the means provided to them to exercise their vote; (b) the payment of dividends; and (c) offering of new shares, subscription offerings, allocation of shares, waivers, and offerings to convert shares;
	•	we are also required to: (a) inform the public of any modification of the distribution of share capital in relation to information published earlier; (b) distribute through the intermediary of the French press any information related to our activity and the results for the first six months of each financial year within a four-month period as from the close of such financial year; (c) publish annual consolidated accounts and our management report within a six-month period as from the close of the financial year; and (d) inform the public of any changes to the rights attached to the different classes of shares;

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	•	we are required to inform the AMF of any plans to modify our articles of association (statuts); and
	•	furthermore, we must ensure that information diffused in France is identical and simultaneously communicated to that which is communicated abroad.

	Applicable Italian Legislation

	Articles of Association

	Purposes of the Company (Article 2)

	Company and Trade Registry

	Supervisory Board and Managing Board

	•	Power to vote on proposals, arrangements or contracts in which such member is directly interested;
	•	Power, in the absence of an independent quorum, to vote on compensation to themselves or any members of the Supervisory Board; or
	•	Borrowing powers exercisable by the directors and how such borrowing powers can be varied.

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	Compensation of our Managing Board (Article 12)

	Compensation of our Supervisory Board (Article 23)

	Information from our Managing Board to our Supervisory Board (Article 18)

	a) our operational and financial objectives;
	b) our strategy designed to achieve the objectives; and
	c) the parameters to be applied in relation to our strategy, inter alia, regarding financial ratios.

	Adoption of Annual Accounts and Discharge of Management Liability (Article 25)

	Distribution of Profits (Articles 25, 35, 36, 37, 38, 39, and 40)

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	Shareholders Meetings and Voting Rights

	Notice Convening the General Meeting of Shareholders (Articles 26, 27, 28 and 29)

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	Voting Rights (Articles 30, 31 and 33)

	Authority of the General Meeting of Shareholders (Articles 12, 16, 19, 25, 28 and 41)

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	Quorum and Majority (Articles 4, 13 and 32)

	Disclosure of Holdings

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	Share Capital as of December 31, 2005

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	Non-issued Authorized Share Capital as of December 31, 2005

	Other Securities Giving Access to Our Share Capital as of December 31, 2005

	Securities Not Representing Our Share Capital

	Preemptive Rights and Preference Shares (Article 4)

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	Changes to Our Share Capital and Stock Option Grants

														Cumulative								Nominal Value				Amount of
										Nominal				Amount of				Cumulative				of Increase/				Issue				Cumulative —
						Number of				Value				Capital				Number of				Reduction in				Premium				Issue Premium
Year		Transaction				Shares				(Euro)				(Euro)				Shares				Capital				(Euro)				(Euro)
May 5, 2000			Exercise of options				467,725				3.12				905,660,699				290,275,865				1,459,302				7,164,432				1,191,934,282
May 5, 2000			LYONs conversion				5,365,888				3.12				922,402,269				295,641,753				16,741,571				234,054,348				1,425,988,630
May 5, 2000			3:1 Stock Split				591,283,506				1.04				922,402,269				886,925,259				1,425,988,630
July 1, 2000			Exercise of options				248,275				1.04				922,660,475				887,173,534				258,206				2,018,275				1,428,006,905
July 1, 2000			LYONs conversion				346,518				1.04				923,020,854				887,520,052				360,379				5,653,989				1,433,660,894
December 31, 2000			Exercise of options				896,674				1.04				923,953,395				888,416,726				932,541				27,418,268				1,461,079,162
December 31, 2000			LYONs conversion				1,464,561				1.04				925,476,538				889,881,287				1,523,143				23,332,858				1,484,412,020
March 31, 2001			Exercise of options				277,695				1.04				925,765,341				890,158,982				288,803				2,319,055				1,486,731,074
March 31, 2001			LYONs conversion				151,251				1.04				925,922,642				890,310,233				157,301				2,453,756				1,489,184,830
December 31, 2001			Exercise of options				2,062,234				1.04				928,067,365				892,372,467				2,144,723				44,383,800				1,533,568,630
December 31, 2001			LYONs conversion				6,726,714				1.04				935,063,148				899,099,181				6,995,782				114,600,190				1,648,168,820
March 30, 2002			Exercise of options				140,455				1.04				935,209,221				899,239,636				146,073				1,081,691				1,649,250,511
September 28, 2002			LYONs conversion				945				1.04				935,210,204				899,240,581				983				30,482				1,649,280,993
September 28, 2002		Exercise of options and employee stock purchases					601,284				1.04				935,835,540				899,841,865				625,335				10,830,842				1,660,111,835
December 31, 2002		Exercise of options and employee stock purchases					1,081,689				1.04				936,960,496				900,923,554				1,124,957				15,671,916				1,675,783,751
March 29, 2003			Exercise of options				91,146				1.04				937,055,288				901,014,700				94,792				404,011				1,676,187,762
June 28, 2003		Exercise of options and employee stock purchases					217,490				1.04				937,281,478				901,232,190				226,190				2,075,922				1,678,263,684
September 27, 2003			Exercise of options				903,283				1.04				938,220,892				902,135,473				939,414				10,857,587				1,689,121,271
December 31, 2003			Exercise of options				634,261				1.04				938,880,523				902,769,734				659,631				4,458,391				1,693,579,662
March 27, 2004			Exercise of options				1,964,551				1.04				940,923,656				904,734,285				2,043,133				9,048,811				1,702,628,473
June 26, 2004			Exercise of options				84,740				1.04				941,011,786				904,819,025				88,130				1,640,712				1,704,269,185
September 25, 2004			Exercise of options				65,990				1.04				941,080,416				904,885,015				68,630				605,542				1,704,874,727
September 25, 2004			Bonds conversion				101				1.04				941,080,521				904,885,116				105				7,006				1,704,881,733
December 31, 2004			Exercise of options				422,120				1.04				941,519,525				905,307,236				439,005				4,021,536				1,708,903,269
December 31, 2004			LYONs conversion				1,761				1.04				941,521,357				905,308,997				1,831				46,225				1,708,949,494
April 2, 2005			Exercise of options				63,270				1.04				941,587,158				905,372,267				65,801				571,525				1,709,521,019
April 2, 2005			LYONs conversion				59				1.04				941,587,219				905,372,326				61				1,448				1,709,522,467
June 2, 2005			Exercise of options				145,454				1.04				941,738,491				905,517,780				151,272				1,436,236				1,710,958,703
October 1, 2005			Exercise of options				2,079,369				1.04				943,901,035				907,597,149				2,162,544				21,629,617				1,732,651,320
December 31, 2005			Exercise of options				227,130				1.04				944,137,250				907,824,279				236,215				2,062,234				1,734,713,554

	Liquidation Rights (Articles 42 and 43)

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	Acquisition of Shares in Our Own Share Capital (Article 5)

	Changes to Our Share Capital, Stock Option Grants and Other Matters

Nominal

Cumulative

Value of

Amount of

Nominal

Amount of

Cumulative

Increase/

Issue

Cumulative

Number of

Value

Capital

Number of

Reduction

Premium

Issue Premium

Year

Transaction

Shares

(Euro)

(Euro)

Shares

in Capital

(Euro)

(Euro)

December 31, 2004

LYONs conversion

1,761

1.04

941,521,357

905,308,997

1,831

46,225

1,708,949,494

December 31, 2005

Conversion of bonds

59

1.04

941,521,418

905,309,056

61

1,448

1,708,950,942

December 31, 2005

Exercise of options

2,515,223

1.04

944,137,250

907,824,279

2,615,832

25,762,612

1,734,713,554

		Employees								Supervisory Board
		1995 Plan				2001 Plan				1996				1999				2002				Total
Remaining amount authorized to be granted			—				12,265,817				—				—				—				12,265,817
Amount exercised			12,255,102				9,650				293,500				18,000				—				12,576,252
Amount cancelled			2,782,808				4,438,997				72,000				63,000				24,000				7,380,805
Amount outstanding			16,524,031				43,285,536				35,000				342,000				372,000				60,558,567

	•	amended our 2001 Employee Stock Option Plan with the aim of enhancing our ability to retain key employees and motivate them to shareholder value creation;

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	•	approved the vesting conditions, linked to our future performance and their continued service with us, to apply to non-vested stock awards granted to employees in 2005, the maximum number of which will be 4.1 million; and
	•	accelerated the vesting of all of our outstanding stock options in July 2005 with no charge to our interim consolidated statements of income.

	Dutch Taxation

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	Taxes on income and capital gains

	a. you are neither resident, nor deemed to be resident, in the Netherlands for purposes of Dutch income tax or corporation tax, as the case may be, and, if you are an individual, you have not elected to be treated as a resident of the Netherlands for Dutch income tax purposes;
	b. your common shares and income or capital gains derived therefrom have no connection with your past, present or future employment, if any; and
	c. your common shares do not form part of a substantial interest or a deemed substantial interest in us within the meaning of Chapter 4 of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001), unless such interest forms part of the assets of an enterprise.

	1. Such person alone or, if he is an individual, together with his partner (partner), if any, has, directly or indirectly, the ownership of shares in us representing 5% or more of our total issued and outstanding capital (or the issued and outstanding capital of any class of our shares), or rights to acquire, directly or indirectly, shares, whether or not already issued, that represent 5% or more of our total issued and outstanding capital (or the issued and outstanding capital of any class of our shares), or the ownership of profit participating certificates (winstbewijzen) that relate to 5% or more of our annual profit or to 5% or more of our liquidation proceeds.
	2. Such person’s shares, profit participating certificates or rights to acquire shares or profit participating certificates in us have been acquired by him or are deemed to have been acquired by him under a non-recognition provision.
	3. Such person’s partner or any of his relatives by blood or by marriage in the direct line (including foster-children) or of those of his partner has a substantial interest (as described under 1. and 2. above) in us.

	1. If you derive profits from an enterprise, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net value of such enterprise, other than as an entrepreneur or a shareholder, in the case of an individual, or other than as a holder of securities, in other cases, which enterprise is either managed in the Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands, as the case may be, your common shares are not attributable to such enterprise or, in case the common shares are attributable to such enterprise, the benefits therefrom are exempt under the participation exemption as laid down in the Dutch Corporation Tax Act 1969 (Wet op de vennootschapsbelasting 1969).
	2. You do not derive benefits from common shares that are taxable as benefits from miscellaneous activities (resultaat uit overage werkzaamheden) in the Netherlands.

	•	distributions in cash or in kind, deemed and constructive distributions and repayments of capital not recognized as paid-in for Dutch dividend withholding tax purposes;

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	•	liquidation proceeds and proceeds of redemption of shares in excess of the average capital recognized as paid-in for Dutch dividend withholding tax purposes;
	•	the par value of shares issued by us to a shareholder or an increase of the par value of shares, as the case may be, to the extent that it does not appear that a contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made; and
	•	partial repayment of capital, recognized as paid-in for Dutch dividend withholding tax purposes, if and to the extent that there are net profits (zuivere winst), unless (a) our general shareholders meeting has resolved in advance to make such repayment and (b) the par value of the shares concerned has been reduced by an equal amount by way of an amendment to our articles of association.

	•	Your investment activities go beyond the activities of an active portfolio investor, for instance in the case of the use of insider knowledge (voorkennis) or comparable forms of special knowledge; or
	•	you make or are deemed to make common shares available, legally or in fact, directly or indirectly, to a related party as described in articles 3.91 and 3.92 of the Dutch Income Tax Act 2001 under circumstances described there.

	Dividend withholding tax

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	•	3% of the dividends paid by us in respect of which Dutch dividend withholding tax is withheld, and
	•	3% of the qualifying profit distributions grossed up by the foreign tax withheld on such distributions received from foreign subsidiaries and branches prior to the distribution of the dividend by us during the current calendar and the two preceding calendar years (to the extent such distributions have not been taken into account previously when applying this test).

	Gift and inheritance taxes

	•	the donor or the deceased was resident or deemed to be resident in the Netherlands for purposes of gift or inheritance tax (as the case may be); or
	•	the common shares are or were attributable to an enterprise or part of an enterprise that the donor or deceased carried on through a permanent establishment or a permanent representative in the Netherlands at the time of the gift or of the death of the deceased; or
	•	the donor made a gift of common shares, then became a resident or deemed resident of the Netherlands, and died as a resident or deemed resident of the Netherlands within 180 days after the date of the gift.

	Other taxes and duties

	•	that is, for U.S. federal income tax purposes, (a) a citizen or individual resident of the United States (b) a U.S. domestic corporation or a domestic entity taxable as a corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust if a court within the United States can exercise primary supervision over the administration of the trust and one or more U.S. persons are authorized to control all substantial decisions of the trust;
	•	that owns, directly, indirectly or by attribution, less than 10% of our voting power or outstanding share capital;
	•	that holds the common shares as capital assets;
	•	whose functional currency for U.S. federal income tax purposes is the U.S. dollar;
	•	that is a resident of the United States and not also a resident of the Netherlands for purposes of the U.S./ NL Income Tax Treaty;

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	•	that is entitled, under the “limitation on benefits” provisions contained in the U.S./ NL Income Tax Treaty, to the benefits of the U.S./ NL Income Tax Treaty; and
	•	that does not have a permanent establishment or fixed base in the Netherlands.

	Dividends

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	Sale, Exchange or Other Disposition of Common Shares

	Passive Foreign Investment Company Status

	U.S. Information Reporting and Backup Withholding

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Item 11.	Quantitative and Qualitative Disclosures About Market Risk

143

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																														Fair Value at
		Total				2006				2007				2008				2009				2010				Thereafter				December 31, 2005
Assets:
Cash equivalents			2,027																												2,027
Average interest rate			4.1	%
Long-term debt:
Fixed rate			1,791				1,522				119				58				30				22				40				1,742
Average interest rate			0.25	%			(0.19	)%			3.14	%			3.58	%			2.49	%			2.09	%			1.16	%

			Amounts in Millions
			of U.S. Dollars
Long-term debt by currency as of December 31, 2005:
U.S. dollar				1,454
	Euro			206
	Singapore dollar			120
Other currencies				11
Total in U.S. dollars				1,791

			Amounts in Millions
			of U.S. Dollars
Long-term debt by currency as of December 31, 2004:
U.S. dollar				1,404
	Euro			324
	Singapore dollar			153
Other currencies				19
Total in U.S. dollars				1,900

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														Notional Amount				Average Rate				Fair Value
Buy			USD				Sell				JPY				71				116.6				0
Sell			USD				Buy				JPY				48				116.3				0
Buy			USD				Sell				CAD				72				1.17				0
Sell			USD				Buy				SGD				37				1.66				0
Sell			USD				Buy				INR				3				45.9				0
Sell			USD				Buy				SEK				12				8.0				0
Buy			GBP				Sell				USD				33				1.73				0
Buy			EUR				Sell				USD				1,771				1.20				(27	)
Sell			EUR				Buy				USD				130				1.18				0
Sell			EUR				Buy				CHF				4				1.55				0
Sell			EUR				Buy				JPY				25				139.8				0
															2,206								(27	)

														Notional Amount				Average Rate				Fair Value
Buy			USD				Sell				JPY				76				104.9				(2	)
Sell			USD				Buy				JPY				30				102.4				0
Buy			EUR				Sell				USD				4,803				1.37				187
Sell			EUR				Buy				USD				2,388				1.37				(91	)
Buy			USD				Sell				SGD				1,120				1.64				(14	)
Buy			USD				Sell				CAD				70				1.20				(1	)
Sell			USD				Buy				INR				9				43.5				0
Sell			USD				Buy				SEK				27				6.6				0
Buy			MTL				Sell				USD				197				3.14				11
Buy			GBP				Sell				USD				42				1.93				1
Sell			EUR				Buy				JPY				37				140.9				0
Buy			EUR				Sell				MYR				7				5.26				0
Buy			EUR				Sell				SGD				6				2.22				0
Buy			JPY				Sell				SGD				39				0.02				0
Buy			JPY				Sell				MYR				1				0.04				0
															8,852								(91	)

Item 12.	Description of Securities Other Than Equity Securities

145

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Item 13.	Defaults, Dividend Arrearages and Delinquencies

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15.	Controls and Procedures

Item 16A.	Audit Committee Financial Expert

Item 16B.	Code of Ethics

Item 16C.	Principal Accountant Fees and Services

146

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						Percentage of								Percentage of
		2005				Total Fees				2004				Total Fees
Audit Fees
Statutory audit, certification, audit of individual and consolidated financial statements		$	2,494,626				94	%		$	2,079,857				93	%
Audit-related fees			138,312				5	%			125,282				6	%
Non-audit Fees
Tax compliance fees			24,028				1	%			25,668				1	%
Other fees			—								—				—
Total		$	2,656,966				100	%		$	2,230,807				100	%

	Audit Committee Pre-approval Policies and Procedures

Item 16D.	Exemptions from the Listing Standards for Audit Committees

147

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Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Maximum Number

Total Number of

of Securities that

Total Number of

Securities Purchased

May yet be

Securities

Average Price Paid

as Part of Publicly

Purchased Under

Period

Purchased

Per Security

Announced Programs

the Programs

2005-01-01 to 2005-01-31

—

—

—

—

2005-02-01 to 2005-02-28

—

—

—

—

2005-03-01 to 2005-03-31

—

—

—

—

2005-04-01 to 2005-04-30

—

—

—

—

2005-05-01 to 2005-05-31

—

—

—

—

2005-06-01 to 2005-06-30

—

—

—

—

2005-07-01 to 2005-07-31

—

—

—

—

2005-08-01 to 2005-08-31

—

—

—

—

2005-09-01 to 2005-09-30

—

—

—

—

2005-10-01 to 2005-10-31

—

—

—

—

2005-11-01 to 2005-11-30

—

—

—

—

2005-12-01 to 2005-12-31

—

—

—

—

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Item 17.	Financial Statements

Item 18.	Financial Statements

		Page
Financial Statements:
Report of Independent Registered Public Accounting Firm for Years Ended December 31, 2005, 2004 and 2003			F-2
Consolidated Statements of Income for the Years Ended December 31, 2005, 2004 and 2003			F-3
Consolidated Balance Sheets as at December 31, 2005 and 2004			F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003			F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2005, 2004 and 2003			F-6
Notes to Consolidated Financial Statements			F-7
Financial Statement Schedule:
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule			S-1
For each of the three years in the period ended December 31, Schedule II Valuation and Qualifying Accounts			S-2

1.1		Amended and Restated Articles of Association of STMicroelectronics N.V., dated April 4, 2005, as approved by the annual general meeting of shareholders on March 18, 2005.
8.1		Subsidiaries of the Company.
12.1		Certification of Carlo Bozotti, President and Chief Executive Officer of STMicroelectronics N.V., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2		Certification of Carlo Ferro, Executive Vice President and Chief Financial Officer of STMicroelectronics N.V., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1		Certification of Carlo Bozotti, President and Chief Executive Officer of STMicroelectronics N.V., and Carlo Ferro, Executive Vice President and Chief Financial Officer of STMicroelectronics N.V., pursuant to 18 U.S.C. §1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
14(a)		Consent of Independent Registered Public Accounting Firm.

149

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ADSL		assymetrical digital subscriber line
ASD		application-specific discrete technology
ASIC		application-specific integrated circuit
ASSP		application-specific standard product
BCD		bipolar, CMOS and DMOS process technology
BiCMOS		bipolar and CMOS process technology
CAD		computer aided design
CMOS		complementary metal-on silicon oxide semiconductor
CODEC		audio coding and decoding functions
CPE		customer premises equipment
DMOS		diffused metal-on silicon oxide semiconductor
DRAMs		dynamic random access memory
DSL		digital subscriber line
DSP		digital signal processor
EMAS		Eco-Management and Audit Scheme, the voluntary European Community scheme for companies performing industrial activities for the evaluation and improvement of environmental performance
EEPROM		electrically erasable programmable read-only memory
EPROM		erasable programmable read-only memory
EWS		electrical wafer sorting
G-bit		gigabit
GPRS		global packet radio service
GPS		global positioning system
GSM		global system for mobile communications
GSM/ GPRS		European standard for mobile phones
HCMOS		high-speed complementary metal-on silicon oxide semiconductor
IC		integrated circuit
IGBT		insulated gate bipolar transistors
IPAD		integrated passive and active devices
ISO		International Organization for Standardization
K-bit		kilobit
LAN		local area network
M-bit		megabit
MEMS		micro-electro-mechanical system
MOS		metal-on silicon oxide semiconductor process technology
MOSFET		metal-on silicon oxide semiconductor field effect transistor
MPEG		motion picture experts group
ODM		original design manufacturer
OEM		original equipment manufacturer

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OMAPI		open mobile application processor interfaces, the name of the joint open standard for wireless application processor interfaces being developed with Texas Instruments to promote faster and broader deployment of multimedia-enhanced mobile devices and applications
OTP		one-time programmable
PDA		personal digital assistant
PFC		power factor corrector
PROM		programmable read-only memory
PSM		programmable system memories
RAM		random access memory
RF		radio frequency
RISC		reduced instruction set computing
ROM		read-only memory
SAM		serviceable available market
SCR		silicon controlled rectifier
SLIC		subscriber line interface card
SMPS		switch-mode power supply
SoC		system-on-chip
SRAM		static random access memory
SNVM		serial nonvolatile memories
TAM		total available market
USB		universal serial bus
VIPpowertm		vertical integration power
VLSI		very large scale integration
XDSL		digital subscriber line

151

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	STMICROELECTRONICS N.V.

	By:	/s/ Carlo Bozotti

	Carlo Bozotti
	President and Chief Executive Officer

152

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		Page
Financial Statements:
Report of Independent Registered Public Accounting Firm for the Years Ended December 31, 2005, 2004 and 2003			F-2
Consolidated Statements of Income for the Years Ended December 31, 2005, 2004 and 2003			F-3
Consolidated Balance Sheets as at December 31, 2005 and 2004			F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003			F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2005, 2004 and 2003			F-6
Notes to Consolidated Financial Statements			F-7

F-1

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F-2

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Table of Contents

		Twelve months ended
		December 31,				December 31,				December 31,
		2005				2004				2003
		(audited)				(audited)				(audited)
Net sales			8,876				8,756				7,234
Other revenues			6				4				4
Net revenues			8,882				8,760				7,238
Cost of sales			(5,845	)			(5,532	)			(4,672	)
Gross profit			3,037				3,228				2,566
Selling, general and administrative			(1,026	)			(947	)			(785	)
Research and development			(1,630	)			(1,532	)			(1,238	)
Other income and expenses, net			(9	)			10				(4	)
Impairment, restructuring charges and other related closure costs			(128	)			(76	)			(205	)
Operating income			244				683				334
Interest income (expense), net			34				(3	)			(52	)
Loss on equity investments			(3	)			(4	)			(1	)
Loss on extinguishment of convertible debt			0				(4	)			(39	)
Income before income taxes and minority interests			275				672				242
Income tax benefit (expense)			(8	)			(68	)			14
Income before minority interests			267				604				256
Minority interests			(1	)			(3	)			(3	)
Net income			266				601				253
Earnings per share (Basic)			0.30				0.67				0.29
Earnings per share (Diluted)			0.29				0.65				0.27

F-3

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Table of Contents

		As at
		December 31,				December 31,
		2005				2004
		(audited)				(audited)
Assets
Current assets:
Cash and cash equivalents			2,027				1,950
Marketable securities			0				0
Trade accounts receivable, net			1,490				1,408
Inventories, net			1,411				1,344
Deferred tax assets			152				140
Other receivables and assets			531				785
Total current assets			5,611				5,627
Goodwill			221				264
Other intangible assets, net			224				291
Property, plant and equipment, net			6,175				7,442
Long-term deferred tax assets			55				59
Investments and other non-current assets			153				117
			6,828				8,173
Total assets			12,439				13,800
Liabilities and shareholders’ equity
Current liabilities:
Bank overdrafts			11				58
Current portion of long-term debt			1,522				133
Trade accounts payable			965				1,352
Other payables and accrued liabilities			642				776
Deferred tax liabilities			7				17
Accrued income tax			152				176
Total current liabilities			3,299				2,512
Long-term debt			269				1,767
Reserve for pension and termination indemnities			270				285
Long-term deferred tax liabilities			55				63
Other non-current liabilities			16				15
			610				2,130
Total liabilities			3,909				4,642
Commitment and contingencies
Minority interests			50				48
Common stock (preferred stock: 540,000,000 shares authorized, not issued; common stock: Euro 1.04 nominal value, 1,200,000,000 shares authorized, 907,824,279 shares issued, 894,424,279 shares outstanding)			1,153				1,150
Capital surplus			1,967				1,924
Accumulated result			5,427				5,268
Accumulated other comprehensive income			281				1,116
Treasury stock			(348	)			(348	)
Shareholders’ equity			8,480				9,110
Total liabilities and shareholders’ equity			12,439				13,800

F-4

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				Twelve Months Ended
				December 31,				December 31,				December 31,
				2005				2004				2003
				(audited)				(audited)				(audited)
Cash flows from operating activities:
	Net income				266				601				253
	Items to reconcile net income and cash flows from operating activities:
		Depreciation and amortization			1,944				1,837				1,608
		Amortization of discount on convertible debt			5				28				68
		Loss on extinguishment of convertible debt			—				4				39
		Gain on the sale of marketable securities			—				—				(4	)
		Other non-cash items			10				5				(53	)
		Minority interest in net income of subsidiaries			1				3				3
		Deferred income tax			(31	)			(6	)			(131	)
		Loss on equity investments			3				4				1
		Impairment, restructuring charges and other related closure costs, net of cash payments			72				8				197
	Changes in assets and liabilities:
		Trade receivables, net			(117	)			(119	)			(109	)
		Inventories, net			(174	)			(144	)			(75	)
		Trade payables			(71	)			128				(8	)
		Other assets and liabilities, net			(110	)			(7	)			131
Net cash from operating activities					1,798				2,342				1,920
Cash flows from investing activities:
	Payment for purchases of tangible assets				(1,441	)			(2,050	)			(1,221	)
	Proceeds from sale of marketable securities				—				—				4
	Investment in intangible and financial assets				(49	)			(79	)			(31	)
	Capital contributions to equity investments				(38	)			(2	)			(3	)
	Payment for acquisitions, net of cash received				—				(3	)			(188	)
Net cash used in investing activities					(1,528	)			(2,134	)			(1,439	)
Cash flows from financing activities:
	Proceeds from issuance of long-term debt				50				91				1,398
	Repayment of long-term debt				(110	)			(1,288	)			(1,432	)
	Increase (decrease) in short-term facilities				(47	)			10				25
	Capital increase				35				23				22
	Dividends paid				(107	)			(107	)			(71	)
	Other financing activities				1				—				(1	)
Net cash used in financing activities					(178	)			(1,271	)			(59	)
	Effect of changes in exchange rates				(15	)			15				14
Net cash increase (decrease)					77				(1,048	)			436
Cash and cash equivalents at beginning of the period					1,950				2,998				2,562
Cash and cash equivalents at end of the period					2,027				1,950				2,998
Supplemental cash information:
Interest paid					17				16				19
Income tax paid					90				84				102

F-5

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																			Accumulated
																			Other
			Common				Capital				Treasury				Accumulated				Comprehensive				Shareholders’
			Stock				Surplus				Stock				Result				income (loss)				Equity
Balance as of December 31, 2002 (audited)				1,144				1,864				(348	)			4,592				(258	)			6,994
Capital increase				2				41																43
Comprehensive income:
	Net Income															253								253
	Other comprehensive income, net of tax																			881				881
Comprehensive income																								1,134
Dividends, $0.08 per share																(71	)							(71	)
Balance as of December 31, 2003 (audited)				1,146				1,905				(348	)			4,774				623				8,100
Capital increase				4				19																23
Comprehensive income:
	Net Income															601								601
	Other comprehensive income, net of tax																			493				493
Comprehensive income																								1,094
Dividends, $0.12 per share																(107	)							(107	)
Balance as of December 31, 2004 (audited)				1,150				1,924				(348	)			5,268				1,116				9,110
Capital increase				3				32																35
Stock-based compensation expense								11																11
Comprehensive income (loss):
	Net income															266								266
	Other comprehensive loss, net of tax																			(835	)			(835	)
Comprehensive income (loss)																								(569	)
Dividends, $0.12 per share																(107	)							(107	)
Balance as of December 31, 2005 (audited)				1,153				1,967				(348	)			5,427				281				8,480

F-6

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F-7

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F-8

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F-9

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Table of Contents

F-10

---

Table of Contents

F-11

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Table of Contents

Technologies & licenses			3-7 years
Purchased software			3-4 years
Internally developed software			4 years

Buildings			33 years
Facilities & leasehold improvements			5-10 years
Machinery and equipment			3-6 years
Computer and R&D equipment			3-6 years
Other			2-5 years

F-12

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F-13

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Table of Contents

F-14

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Table of Contents

			Year ended				Year ended				Year ended
			December 31,				December 31,				December 31,
			2005				2004				2003
Net income, as reported				266				601				253
of which compensation expense on nonvested shares, net of tax effect				(7	)			—				—
Deduct: Total stock-option employee compensation expense determined under FAS 123, net of related tax effects				(244	)			(166	)			(186	)
Net income, pro forma				22				435				67
Earnings per share:
	Basic, as reported			0.30				0.67				0.29
	Basic, pro forma			0.02				0.49				0.08
	Diluted, as reported			0.29				0.65				0.27
	Diluted, pro forma			0.02				0.47				0.07

F-15

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Table of Contents

		Year ended				Year ended				Year ended
		December 31,				December 31,				December 31,
		2005				2004				2003
Expected life (years)			6.1				6.1				5.9
Historical Company share price volatility			52.9%				56.4%				59.6%
Risk-free interest rate			3.84%				3.6%				2.7%
Dividend yield			0.69%				0.56%				0.35%

F-16

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F-17

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Table of Contents

F-18

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Table of Contents

		December 31,				December 31,
		2005				2004
Trade accounts receivable			1,517				1,429
Less valuation allowance			(27	)			(21	)
Total			1,490				1,408

		December 31,				December 31,
		2005				2004
Raw materials			60				70
Work-in-process			880				874
Finished products			471				400
Total			1,411				1,344

		December 31,				December 31,
		2005				2004
Receivables from government agencies			168				212
Taxes and other government receivables			189				143
Advances to suppliers			2				3
Advances to employees			10				16
Prepaid expenses			48				88
Sundry debtors within cooperation agreements			67				85
Foreign exchange forward contracts			3				200
Other			44				38
Total			531				785

F-19

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Table of Contents

			Application
			Specific				Memory
			Products				Products				Other				Total
December 31, 2003				176				85				6				267
	TouchChip sale											(3	)			(3	)
Foreign currency translation				(3	)			3								—
December 31, 2004				173				88				3				264
“CPE” goodwill impairment				(39	)											(39	)
Foreign currency translation				—				(3	)			(1	)			(4	)
December 31, 2005				134				85				2				221

						Accumulated
December 31, 2005		Gross Cost				Amortization				Net Cost
Technologies & licenses			309				(199	)			110
Purchased software			162				(114	)			48
Internally developed software			114				(48	)			66
Total			585				(361	)			224

		Gross				Accumulated				Net
December 31, 2004		Cost				Amortization				Cost
Technologies & licenses			409				(233	)			176
Purchased software			148				(100	)			48
Internally developed software			104				(37	)			67
Total			661				(370	)			291

F-20

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Table of Contents

Year
2006			107
2007			68
2008			33
2009			11
2010			4
Thereafter			1
Total			224

		Gross				Accumulated				Net
December 31, 2005		Cost				Depreciation				Cost
Land			84				—				84
Buildings			1,071				(267	)			804
Capital leases			55				(29	)			26
Facilities & leasehold improvements			2,715				(1,294	)			1,421
Machinery and equipment			12,473				(9,063	)			3,410
Computer and R&D equipment			492				(381	)			111
Other tangible assets			131				(103	)			28
Construction in progress			291				—				291
Total			17,312				(11,137	)			6,175

		Gross				Accumulated				Net
December 31, 2004		Cost				Depreciation				Cost
Land			93				—				93
Buildings			1,021				(250	)			771
Capital leases			66				(31	)			35
Facilities & leasehold improvements			2,763				(1,187	)			1,576
Machinery and equipment			12,898				(8,581	)			4,317
Computer and R&D equipment			516				(382	)			134
Other tangible assets			125				(108	)			17
Construction in progress			499				—				499
Total			17,981				(10,539	)			7,442

F-21

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		December 31,				December 31,
		2005				2004
Equity-method investments (see note 3)			35				6
Cost investments			36				34
Long-term receivables related to funding			33				33
Debt issuance costs, net			3				8
Deposits and other long-term receivables			46				36
Total			153				117

		December 31,				December 31,
		2005				2004
Taxes other than income taxes			77				68
Salaries and wages			248				261
Social charges			110				120
Advances received on government fundings			24				25
Foreign exchange forward contracts			31				109
Current portion of provision for restructuring			40				39
Pension and termination benefits			21				11
Other			91				143
Total			642				776

F-22

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		December 31,				December 31,
		2005				2004
Change in benefit obligation:
Benefit obligation at beginning of year			286				249
Service cost			18				18
Interest cost			14				13
Benefits paid			(10	)			(6	)
Actuarial losses			34				—
Foreign currency translation adjustments			(24	)			15
Other			5				(3	)
Benefit obligation at end of year			323				286
Change in plan assets:
Plan assets at fair value at beginning of year			181				150
Actual return on plan assets			11				11
Employer and participant contributions			16				19
Benefits paid			(10	)			(6	)
Actuarial gain (losses)			10				(2	)
Foreign currency translation adjustments			(14	)			9
Plan assets at fair value at end of year			194				181
Funded status			(129	)			(105	)
Unrecognized prior service cost			(3	)			(3	)
Unrecognized transition obligation			(1	)			(1	)
Unrecognized actuarial loss			77				60
Net amount recognized			(56	)			(49	)
Net amount recognized in the balance sheet consisted of the following:
Prepaid benefit cost			2				2
Accrued benefit liability			(93	)			(93	)
Intangible asset			1				1
Accumulated other comprehensive income			34				41
Net amount recognized			(56	)			(49	)

		Year ended				Year ended				Year ended
		December 31,				December 31,				December 31,
		2005				2004				2003
Service cost			18				18				14
Interest cost			14				13				10
Expected return on plan assets			(11	)			(11	)			(7	)
Amortization of unrecognized transition obligation			—				—				—
Amortization of net loss			3				8				2
Amortization of prior service cost			—				1				1
Net periodic benefit cost			24				29				20

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		December 31,				December 31,				December 31,
Assumptions		2005				2004				2003
Discount rate			4.54%				5.02%				5.25%
Salary increase rate			3.75%				3.34%				3.34%
Expected long-term rate of return on funds for the pension expense of the year			6.34%				6.44%				6.75%

						Percentage of
						Plan Assets at
						December
		Target allocation
Asset Category		2005				2005				2004
Equity securities			57%				61%				57%
Fixed income securities			39%				37%				39%
Real estate			2%				2%				2%
Other			2%				—				2%
Total			100%				100%				100%

		Estimated future
Years		benefit payments
2006			9
2007			8
2008			10
2009			10
2010			7
From 2011 to 2015			66

	—	For Italian termination indemnity plan (“TFR”), the Company calculates the vested benefits to which Italian employees are entitled if they separate immediately as of December 2005, in compliance with the Emerging Issues Task Force Issue No. 88-1, Determination of Vested Benefit Obligation for a Defined

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		Benefit Pension Plan (“EITF 88-1”). The benefits accrued on a pro-rata basis during the employees’ employment period are based on the individuals’ salaries, adjusted for inflation. Movements in the reserve were as follows:

Balance as of December 31, 2002			129
Provision for the year			29
Indemnities paid during the year			(19	)
Foreign currency translation adjustments			31
Balance as of December 31, 2003			170
Provision for the year			33
Indemnities paid during the year			(25	)
Foreign currency translation adjustments			14
Balance as of December 31, 2004			192
Provision for the year			34
Indemnities paid during the year			(18	)
Foreign currency translation adjustments			(26	)
Balance as of December 31, 2005			182

	—	The Company has certain defined contribution plans, which accrued benefits for employees on a pro-rata basis during their employment period based on their individual salaries. The Company accrued benefits related to defined contribution pension plans of $21 million and $11 million, as of December 31, 2005 and 2004, respectively. The annual cost of these plans amounted to approximately $42 million, $29 million and $25 million in 2005, 2004 and 2003, respectively. The benefits accrued to the employees on a pro-rata basis, during their employment period are based on the individuals’ salaries.

		December 31,				December 31,
		2005				2004
Bank loans:
2.62% (weighted average), due 2006, floating interest rate at Libor + 0.30			45				105
2.53% (weighted average), due 2007, fixed interest rate			120				153
4.77% (weighted average rate), due 2007, variable interest rate			36				44
5.08% due 2008, floating interest rate at Libor + 0.40			25				—
5.11% due 2010, floating interest rate at Libor + 0.40			25				—
Funding program loans:
5.35% (weighted average), due 2006, fixed interest rate			4				13
1.07% (weighted average), due 2009, fixed interest rate			72				102
3.10% (weighted average), due 2012, fixed interest rate			12				14
0.83% (weighted average), due 2017, fixed interest rate			47				55
Capital leases:
4.78%, due 2011, fixed interest rate			26				35
Convertible debt:
-0.50% convertible bonds due 2013			1,379				1,379
Total long-term debt			1,791				1,900
Less current portion			(1,522	)			(133	)
Total long-term debt, less current portion			269				1,767

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		December 31,				December 31,
		2005				2004
U.S. dollar			1,454				1,404
Euro			206				324
Singapore dollar			120				153
Other			11				19
Total			1,791				1,900

		December 31,
		2005
2006			1,522
2007			119
2008			58
2009			30
2010			22
Thereafter			40
Total			1,791

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							Price Per Share
											Weighted
			Number of Shares				Range				Average
Outstanding at December 31, 2002				46,817,761			$	6.04-$62.01			$	32.01
Options granted:
	2001 Plan			11,976,310			$	19.18-$25.90			$	19.35
	Supervisory Board Plan			132,000			$	19.18			$	19.18
Options forfeited				(898,456	)		$	6.04-$62.01			$	37.09
Options exercised				(1,258,318	)		$	6.04-$24.88			$	10.04
Outstanding at December 31, 2003				56,769,297			$	6.04-$62.01			$	29.71
Options granted:
	2001 Plan			12,365,280			$	17.08-$27.21			$	22.66
	Supervisory Board Plan			132,000			$	22.71			$	22.71
Options forfeited				(1,304,969	)		$	6.04-$62.01			$	29.20
Options exercised				(2,537,401	)		$	6.04-$24.88			$	8.93
Outstanding at December 31, 2004				65,424,207			$	12.03-$62.01			$	29.18
Options granted:
	2001 Plan			42,200			$	16.73-$17.31			$	16.91
	Supervisory Board Plan			—				—				—
Options forfeited				(2,364,862	)		$	12.03-$62.01			$	29.65
Options exercised				(2,542,978	)		$	12.03-$14.23			$	13.88
Outstanding at December 31, 2005				60,558,567			$	12.03-$62.01			$	29.80

		December 31,				December 31,				December 31,
		2005				2004				2003
Options exercisable			60,558,567				32,212,680				23,338,811
Weighted average exercise price		$	29.80			$	33.84			$	28.87

												Weighted
								Weighted				average
				Option price				average				remaining
Number of shares				range				exercise price				contractual life
		2,523,511		$	12.03-$17.31			$	12.43				1.2
	30,682,918			$	19.18-$24.88			$	22.03				6.2
236,990				$	25.90-$29.70			$	27.18				7.3
	20,679,858			$	31.09-$44.00			$	34.37				5.9
		6,435,290		$	50.69-$62.01			$	59.08				2.6

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Number of shares

Price per share

Discount from

offered per

the market

Number of

employee

In U.S. Dollars

In Euro

price

shares issued

June 2003

309

17.91

15.51

15%

587,862

Nonvested Shares			Number of Shares				Price
Outstanding at December 31, 2004				—				—
Awards granted:
	Amended 2001 Plan			3,940,065			$	0
	Supervisory Board Plan			66,000			€	1.04
Awards cancelled:
	Amended 2001 Plan			(25,845	)		$	0
	Supervisory Board Plan			(15,000	)		€	1.04
Awards exercised				—				—
Outstanding at December 31, 2005				3,965,220			$	0-€1.04

		2005 grant
Historical share price volatility			27.74%
Historical volatility of reference index			25.5%
Three-year average dividend yield			0.55%
Risk-free interest rates used			4.21%-4.33%

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Selling, general and administrative		$	6 million
Research and development		$	3 million
Total stock-based compensation expense		$	9  million

			Twelve months ended
			December 31, 2005
							Pro forma
			As reported				(applying APB 25)
Operating income				244				242
of which compensation expense before tax effect				(9	)			(11	)
Income before income taxes and minority interests				275				273
Net income				266				265
of which tax benefit related to compensation expense				2				3
	Earnings per share (Basic)			0.30				0.30
	Earnings per share (Diluted)			0.29				0.29
Net cash from operating activities				1,798				1,798
Net cash used in financing activities				(178	)			(178	)

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						Unrealized
		Foreign				gain (loss) on				Unrealized				Minimum				Accumulated other
		currency				available-for-sale				gain (loss) on				pension liability				comprehensive
		translation				securities,				derivatives,				adjustment,				income (loss),
		income (loss)				net of tax				net of tax				net of tax				net of tax
Balance as of December 31, 2002			(226	)			1				—				(33	)			(258	)
Other comprehensive income (loss)			883				2				—				(4	)			881
Balance as of December 31, 2003			657				3				—				(37	)			623
Other comprehensive income (loss)			441				(3	)			59				(4	)			493
Balance as of December 31, 2004			1,098				0				59				(41	)			1,116
Other comprehensive income (loss)			(770	)			—				(72	)			7				(835	)
Balance as of December 31, 2005			328				0				(13	)			(34	)			281

		Year ended				Year ended				Year ended
		December 31,				December 31,				December 31,
		2005				2004				2003
Basic EPS
Net income			266				601				253
Weighted average shares outstanding			892,760,520				891,192,542				888,152,244
Basic EPS			0.30				0.67				0.29
Diluted EPS
Net income			266				601				253
Convertible debt interest, net of tax			5				4				2
Net income adjusted			271				605				255
Weighted average shares outstanding			892,760,520				891,192,542				888,152,244
Dilutive effect of stock options			854,523				2,038,369				7,059,127
Dilutive effect of nonvested shares			116,233				—				—
Dilutive effect of convertible debt			41,880,104				41,880,160				41,880,160
Number of shares used in calculating diluted EPS			935,611,380				935,111,071				937,091,531
Diluted EPS			0.29				0.65				0.27

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		Year ended				Year ended				Year ended
		December 31,				December 31,				December 31,
		2005				2004				2003
Research and development funding			76				84				76
Start-up costs			(56	)			(63	)			(55	)
Exchange gain (loss), net			(16	)			33				5
Patent litigation costs			(14	)			(31	)			(24	)
Patent pre-litigation costs			(8	)			(6	)			(5	)
Gain on sale of non-current assets			12				6				17
Other, net			(3	)			(13	)			(18	)
Total other income and expenses, net			(9	)			10				(4	)

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														Total impairment,
														restructuring charges
						Restructuring				Other related				and other related
Year ended December 31, 2005		Impairment				charges				closure costs				closure costs
150mm fab plan			—				(4	)			(9	)			(13	)
2005 restructuring initiatives			(66	)			(46	)			(2	)			(114	)
Other			(1	)			—				—				(1	)
Total			(67	)			(50	)			(11	)			(128	)

														Total impairment,
														restructuring charges
						Restructuring				Other related				and other related
Year ended December 31, 2004		Impairment				charges				closure costs				closure costs
150mm fab plan			—				(29	)			(35	)			(64	)
Intangible assets and investments			(8	)			—				—				(8	)
Other			—				(4	)			—				(4	)
Total			(8	)			(33	)			(35	)			(76	)

														Total impairment,
														restructuring charges
						Restructuring				Other related				and other related
Year ended December 31, 2003		Impairment				charges				closure costs				closure costs
150mm fab plan			(155	)			(34	)			(1	)			(190	)
Intangible assets and investments			(6	)			—				—				(6	)
Other			—				(9	)			—				(9	)
Total			(161	)			(43	)			(1	)			(205	)

	•	$39 million impairment of goodwill pursuant to the decision of the Company to reduce its Access technology products for Customer Premises Equipment (“CPE”) modem products. The Company reports CPE business as part of the Access reporting unit, included in the Application Specific Products Group (“ASG”). Following the decision to discontinue a portion of this reporting unit, the Company, in compliance with FAS 142, Goodwill and Other Intangible Assets, reassessed the allocation of goodwill between the Access reporting unit and the business to be disposed of according to their relative fair values using market comparables;
	•	$22 million of purchased technologies were identified without an alternative use following the discontinuation of CPE product lines;
	•	$6 million for technologies and other intangible assets pursuant to the decision of the Company to close its research and development design center in Karlsruhe (Germany), the discontinuation of a development project in Singapore, the optimization of its EWS (wafer testing) in the United States and other intangibles determined to be obsolete.

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	—	$133 million on certain property and equipment used in its 150mm fab operations, based on the discounted expected future cash flows of the assets and market quotations for the facilities in Castelletto (Italy);
	—	$7 million fair market adjustment on the Rancho Bernardo, California facility, based on market quotations under the held-for-sale model. This impairment charge was unrelated to the Company’s plan to restructure its 150mm fab facilities, but was the consequence of a deterioration in real estate market conditions for this type of facility. The facility was sold in 2004 for approximately its carrying value;
	—	$15 million on the planned closure of a back-end building facility based on a market quotation;
	—	$3 million related to certain purchased technologies identified to be obsolete; and
	—	$3 million for contractually committed future capital contributions to SuperH Inc., the joint venture formed with Renesas Technology Corp.

		150mm fab plan																				Total
														2005								restructuring &
						Other related								restructuring								other related
		Restructuring				closure costs				Total				initiatives				Other				closure costs
Provision as at December 31, 2002			—				—				—				—				—				—
Charges incurred in 2003			34				1				35								9				44
Amounts paid			(2	)			—				(2	)							(6	)			(8	)
Currency translation effect			2				—				2								—				2
Provision as at December 31, 2003			34				1				35				—				3				38
Charges incurred in 2004			32				32				64								4				68
Amounts paid			(32	)			(32	)			(64	)							(4	)			(68	)
Currency translation effect			2				—				2								—				2
Provision as at December 31, 2004			36				1				37				—				3				40
Charges incurred in 2005			10				9				19				48				—				67
Reversal of provision			(6	)							(6	)											(6	)
Amounts paid			(23	)			(10	)			(33	)			(21	)			(2	)			(56	)
Currency translation effect			(4	)			—				(4	)			—				—				(4	)
Provision as at December 31, 2005			13				—				13				27				1				41

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	•	Pursuant to the decision of reducing its Access technology products for Customer Premises Equipment (“CPE”) modem products, the Company committed to an exit plan in Zaventem (Belgium) and recorded $4 million of workforce termination benefits.
	•	In order to streamline its research and development sites, the Company decided to cease its activities in two locations, Karlsruhe (Germany) and Malvern (USA). The Company incurred, in 2005, $1 million restructuring charges corresponding to employee termination costs and $1 million of unused lease charges relating to the closure of these two sites.
	•	In addition, charges totaling $2 million were paid in 2005 by the Company for voluntary termination benefits for certain employees. The Company also incurred a $2 million charge in 2005 related to additional restructuring initiatives, mainly in the United States and Mexico.
	•	The Company defined a plan of reorganization and optimization of its activities. This plan focuses on workforce reduction, mainly in Europe, but will, whenever possible, encourage voluntary redundancy such as early retirement measures and other special termination arrangements with the employees. The plan also includes the non-renewal of some temporary positions. For the year ended December 31, 2005, the Company recorded a total restructuring charge for its new restructuring plan amounting to $38 million, mainly related to termination incentives for two of the Company’s subsidiaries in Europe, who accepted special termination arrangements.

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		Year ended				Year ended				Year ended
		December 31,				December 31,				December 31,
		2005				2004				2003
Income			53				41				37
Expense			(19	)			(44	)			(89	)
Total			34				(3	)			(52	)

		Year ended				Year ended				Year ended
		December 31,				December 31,				December 31,
		2005				2004				2003
Income (loss) recorded in The Netherlands			(60	)			12				15
Income from foreign operations			335				660				227
Income before income tax expense			275				672				242

		Year ended				Year ended				Year ended
		December 31,				December 31,				December 31,
		2005				2004				2003
The Netherlands taxes — current			(6	)			(6	)			(4	)
Foreign taxes — current			(33	)			(52	)			(81	)
Current taxes			(39	)			(58	)			(85	)
Foreign deferred taxes			31				(10	)			99
Income tax benefit (expense)			(8	)			(68	)			14

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		Year ended				Year ended				Year ended
		December 31,				December 31,				December 31,
		2005				2004				2003
Income tax expense computed at statutory rate			(95	)			(232	)			(83	)
Permanent and other differences			(26	)			(11	)			(3	)
Change in valuation allowances			—				—				(1	)
Impact of final tax assessments relating to prior years			28				3				6
Effects of change in enacted tax on deferred taxes			—				18				—
Current year credits			20				28				12
Other tax and credits			(2	)			(3	)			(5	)
Benefits from tax holidays			48				77				67
Earnings of subsidiaries taxed at different rates			19				52				21
Income tax benefit (expense)			(8	)			(68	)			14

		December 31,				December 31,
		2005				2004
Tax loss carryforwards and investment credits			150				162
Inventory valuation			28				16
Impairment and restructuring charges			24				35
Fixed asset depreciation in arrears			73				72
Receivables for government funding			66				69
Tax allowances granted on past capital investments			761				765
Pension service costs			13				13
Commercial accruals			11				15
Other temporary differences			45				45
Total deferred tax assets			1,171				1,192
Valuation allowances			(854	)			(855	)
Deferred tax assets, net			317				337
Accelerated fixed asset depreciation			(116	)			(147	)
Acquired intangible assets			(7	)			(6	)
Advances of government funding			(31	)			(37	)
Other temporary differences			(18	)			(28	)
Deferred tax liabilities			(172	)			(218	)
Net deferred income tax asset			145				119

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Year
2006			21
2007			1
2008			1
2009			1
Thereafter			126
Total			150

			Total				2006				2007				2008				2009				2010				Thereafter
			(in millions)
Operating leases			$	271			$	50			$	37			$	32			$	28			$	22			$	102
Purchase obligations				1,053				940				79				34				—				—				—
Of which:
	Equipment purchase			576				576				—				—				—				—				—
	Foundry purchase			260				260				—				—				—				—				—
	Software, technology licenses and design			217				104				79				34				—				—				—
Hynix ST Joint Venture				212				212				—				—				—				—				—
Other obligations			$	112			$	59			$	44			$	3			$	2			$	1			$	3
Total				1,648				1,261				160				69				30				23				105

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		2005								2004
		Carrying				Estimated				Carrying				Estimated
		Amount				Fair Value				Amount				Fair Value
Long-term debt
— Bank loans (including current portion)			412				400				521				505
— Convertible debt			1,379				1,342				1,379				1,326
Other receivables and assets
— Foreign exchange forward contracts			3				3				200				200
Other payables and accrued liabilities
— Foreign exchange forward contracts			31				31				109				109

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		December 31,				December 31,				December 31,
		2005				2004				2003
Sales & other services			158				9				10
Research and development expenses			(48	)			(46	)			(34	)
Other purchases			(16	)			(23	)			(9	)
Other income and expenses			(12	)			(25	)			(8	)
Accounts receivable			29				6				2
Accounts payable			12				18				22
Other assets			11				2				—

	•	Application Specific Product Groups (“ASG”) segment, comprised of three product lines — Home, Personal and Communication (“HPC”), Computer Peripherals (“CPG”) and new Automotive Product (“APG”);
	•	Memory Products Group (“MPG”) segment; and
	•	Micro, Linear and Discrete Group (“MLD”) segment.

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		December 31,				December 31,				December 31,
		2005				2004				2003
Application Specific Product Groups			4,991				4,902				4,405
Memory Products Group			1,948				1,887				1,294
Micro, Linear and Discrete Group			1,882				1,902				1,469
Others(1)			61				69				70
Total consolidated net revenues			8,882				8,760				7,238

(1)	Includes revenues from sales of subsystems mainly and other products not allocated to product groups.

		December 31,				December 31,				December 31,
		2005				2004				2003
Application Specific Product Groups			355				530				582
Memory Product Group			(118	)			42				(65	)
Micro, Linear and Discrete Group			271				413				192
Total operating income of product groups			508				985				709
Others(1)			(264	)			(302	)			(375	)
Total consolidated operating income			244				683				334

(1)

Operating income (loss) of “Others” includes items such as impairment, restructuring charges and other related closure costs, start-up costs, and other unallocated expenses, such as: strategic or special research and development programs, certain corporate-level operating expenses, certain patent claims and litigations, and other costs that are not allocated to the product groups, as well as operating earnings or losses of the Subsystems and Other Products Group. Certain costs, mainly R&D, formerly in the “Others” category, are now being allocated to the groups; comparable amounts reported in this category have been reclassified accordingly in the above table.

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		December 31,				December 31,				December 31,
		2005				2004				2003
Total operating income of product groups			508				985				709
Strategic R&D and other R&D programs			(49	)			(91	)			(52	)
Start-up costs			(56	)			(63	)			(54	)
Impairment & restructuring charges			(128	)			(76	)			(205	)
Subsystems			1				(1	)			2
One-time compensation and special contributions(1)			(22	)			—				—
Patents claim costs			—				(4	)			(10	)
Other non-allocated provisions(2)			(10	)			(67	)			(56	)
Total operating loss Others(3)			(264	)			(302	)			(375	)
Total consolidated operating income			244				683				334

(1)	One-time compensation and special contributions to the Company’s former CEO and other executives not allocated to product groups.
(2)	Includes unallocated expenses such as certain corporate level operating expenses and other costs. .
(3)	Operating income (loss) of “Others” includes items such as impairment, restructuring charges and other related closure costs, start-up costs, and other unallocated expenses, such as: strategic or special research and development programs, certain corporate-level operating expenses, certain patent claims and litigations, and other costs that are not allocated to the product groups, as well as operating earnings or losses of the Subsystems and Other Products Group. Certain costs, mainly R&D, formerly in the “Others” category, are now being allocated to the groups in 2005; comparable amounts reported in this category have been reclassified accordingly in the above table.

		December 31,				December 31,				December 31,
		2005				2004				2003
The Netherlands			2,864				2,702				2,084
France			268				359				364
Italy			203				254				219
USA			1,066				1,262				992
Singapore			4,041				3,671				3,192
Japan			306				403				337
Other countries			134				109				50
Total			8,882				8,760				7,238

F-44

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Table of Contents

		December 31,				December 31,				December 31,
		2005				2004				2003
The Netherlands			333				438				478
France			1,618				2,206				2,205
Italy			1,698				2,216				2,102
Other European countries			176				209				219
USA			458				414				413
Singapore			1,684				1,828				1,149
Malaysia			321				367				389
Other countries			332				319				257
Total			6,620				7,997				7,212

F-45

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Table of Contents

S-1

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Table of Contents

		Balance at								Charged to
Valuation and qualifying accounts		beginning				Translation				costs and								Balance at
deducted from the related asset accounts		of period				adjustment				expenses				Deductions				end of period
		(Currency — millions of U.S. dollars)
2005
Inventories			47								73				(69	)			51
Accounts Receivable			21				(1	)			10				(3	)			27
Deferred Tax Assets			855				(110	)			109								854
2004
Inventories			30								85				(68	)			47
Accounts Receivable			16				1				6				(2	)			21
Deferred Tax Assets			709				62				84								855
2003
Inventories			42				—				32				(44	)			30
Accounts Receivable			23				(1	)			(9	)			3				16
Deferred Tax Assets			26				4				679								709

S-2

 

E-1

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	The company can require payment at the rate of exchange on a certain day within two months prior to the last day when payment shall have to be made provided the shares or depositary receipts for shares after having been issued — shall immediately be incorporated in the price list of an exchange abroad.

	a. its equity less the purchase price of these shares is not less than the aggregate amount of the paid up and called up capital and the reserves which must be maintained pursuant to the law;
	b. the par value of the shares in its capital which the company acquires, holds or holds in pledge, or which are held by a subsidiary company, amounts to no more than one-tenth of the issued share capital; and
	c. the general meeting of shareholders has authorized the managing board to acquire such shares, which authorization may be given for no more than eighteen months on each occasion,

	notwithstanding the further statutory provisions.

E-2

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	•	in the form of an entry in the share register without issue of a share certificate; shares of this type are referred to in these articles as type I shares;
	•	and — should the supervisory board so decide — in the form of an entry in the share register with issue of a certificate, which certificate shall consist of a main part without dividend coupon; shares of this type and share certificates of this type are referred to in these articles as type II shares.

E-3

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E-4

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E-5

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	(i) from the supervisory board for decisions relating to:

	1. all proposals to be submitted to a vote at the general meeting of the shareholders;
	2. the formation of all companies, acquisition or sale of any participation, and conclusion of any cooperation and participation agreement;
	3. all pluriannual plans of the company and the budget for the first coming year, covering the following matters:

	•	investment policy;
	•	policy regarding research and development, as well as commercial policy and objectives;
	•	general financial policy;
	•	policy regarding personnel;

	4. all acts, decisions or operations covered by the above list and constituting a significant change with respect to decisions already adopted by the supervisory board or not provided for in the above list and as specifically laid down by the supervisory board by resolution passed by it to that effect.

(ii) from the general meeting of shareholders with respect to resolutions: regarding a significant change in the identity or nature of the company or the enterprise, including in any event (a) transfering the enterprise or practically the entire enterprise to a third party, (b) entering into or cancelling any long-term cooperation between the company or a subsidiary (“dochtermaatschappij”) and any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such cooperation or the cancellation thereof is of essential importance to the company, and (c) the company or a subsidiary (“dochtermaatschappij”) acquiring or disposing of a participating interest in the capital of a company with a value of at least one-third of the company’s total assets according to the consolidated balance sheet and notes thereto in the most recently adopted annual accounts of the company;

E-6

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	the absence of the approval provided for above may not be raised by or against third parties.

	a) the operational and financial objectives of the company;
	b) the strategy designed to achieve the objectives; and
	c) the parameters to be applied in relation to the strategy, inter alia, regarding financial ratios.

E-7

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E-8

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	a. either by the supervisory board by a majority vote in a meeting in which a quorum as mentioned in article 22, paragraph 1, and consisting of supervisory directors who where not parties to such action, suit or proceeding, is present;
	b. or, if such a quorum is not obtainable or although such a quorum is obtained if the majority passes a resolution to that effect, by independent legal counsel in a written opinion;
	c. or by the general meeting of shareholders.

E-9

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	a. the written report of the managing board on the course of business of the company and the conduct of its affairs during the past financial year, and the report of the supervisory board on the annual accounts;
	b. adoption of the annual accounts and the declaration of dividend in the manner laid down in article 37;
	c. granting of discharge to the members of the Managing Board for their management during the past financial year and to the members of the Supervisory Board for their supervision on such management;
	d. filling vacancies on the managing board in accordance with the provisions of article 12;
	e. filling vacancies on the supervisory board in accordance with the provisions of article 19;
	f. the proposals placed on the agenda by the managing board or by the supervisory board, together with proposals made by shareholders in accordance with the provisions of these articles.

E-10

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E-11

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E-12

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E-13

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E-14

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	a. the proposal to such a resolution has been proposed to the general meeting of shareholders by the supervisory board;
	b. the full proposals have been deposited for inspection by shareholders and other persons entitled to attend meetings of shareholders, at the office of the company as from the day on which the notice is served until the close of that meeting.

E-15

 

				Percentage
				Ownership
				(Direct or
Legal Seat		Name		Indirect)
Australia — Sydney		STMicroelectronics PTY Ltd			100
Belgium — Zaventem		STMicroelectronics Belgium N.V.			100
Belgium — Zaventem		Proton World International N.V.			100
Brazil — Sao Paolo		STMicroelectronics Ltda			100
Canada — Ottawa		STMicroelectronics (Canada), Inc.			100
China — Shenzhen		Shenzhen STS Microelectronics Co. Ltd			60
China — Shenzhen		STMicroelectronics (Shenzhen) Co. Ltd			100
China — Shenzhen		STMicroelectronics (Shenzhen) Manufacturing Co. Ltd			100
China — Shenzhen		STMicroelectronics (Shenzhen) R&D Co. Ltd			100
China — Shanghai		STMicroelectronics (Shanghai) Co. Ltd			100
China — Shanghai		STMicroelectronics (Shanghai) R&D Co. Ltd			100
China — Shanghai		Shanghai Blue Media Co. Ltd			65
China — Shanghai		STMicroelectronics (China) Investment Co. Ltd			100
China — Beijing		STMicroelectronics (Beijing) R&D Co. Ltd			100
Czech Republic — Prague		STMicroelectronics Design and Application s.r.o.			100
Finland — Lohja		STMicroelectronics OY			100
France — Crolles		STMicroelectronics (Crolles 2) SAS			100
France — Montrouge		STMicroelectronics S.A.			100
France — Rousset		STMicroelectronics (Rousset) SAS			100
France — Palaiseau		Waferscale Integration Sarl			100
Germany — Grasbrunn		STMicroelectronics GmbH			100
Germany — Grasbrunn		STMicroelectronics Design and Application GmbH			100
Hong Kong — Hong Kong		STMicroelectronics LTD			100
India — Noida		STMicroelectronics Pvt Ltd			100
Israel — Netanya		STMicroelectronics Ltd			100
Italy — Vimercate		Accent S.r.l.			51
Italy — Catania		CO.RI.M.ME.			100
Italy — Aosta		DORA S.p.a.			100
Italy — Agrate Brianza		ST Incard S.r.l.			100
Italy — Naples		STMicroelectronics Services S.r.l.			100
Italy — Agrate Brianza		STMicroelectronics S.r.l.			100
Japan — Tokyo		STMicroelectronics KK			100
Malaysia — Kuala Lumpur		STMicroelectronics Marketing SDN BHD			100
Malaysia — Muar		STMicroelectronics SDN BHD			100
Malta — Kirkop		STMicroelectronics Ltd			100
Mexico — Guadalajara		STMicroelectronics Marketing, S. de R.L. de C.V.			100
Mexico — Guadalajara		STMicroelectronics Design and Applications, S. de R.L. de C.V.			100
Morocco — Rabat		Electronic Holding S.A.			100
Morocco — Casablanca		STMicroelectronics S.A.			100
Singapore — Ang Mo Kio		STMicroelectronics ASIA PACIFIC Pte Ltd			100
Singapore — Ang Mo Kio		STMicroelectronics Pte Ltd			100
Spain — Madrid		STMicroelectronics S.A.			100
Sweden — Kista		STMicroelectronics A.B.			100
Switzerland — Geneva		STMicroelectronics S.A.			100
Switzerland — Geneva		INCARD SA			100

E-16

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				Percentage
				Ownership
				(Direct or
Legal Seat		Name		Indirect)
Switzerland — Geneva		INCARD Sales and Marketing SA			100
United Kingdom — Marlow		STMicroelecrtonics Limited			100
United Kingdom — Marlow		STMicroelectronics (Research & Development) Limited			100
United Kingdom — Bristol		Inmos Limited			100
United Kingdom — Reading		Synad Technologies Limited			100
United States — Carrollton		STMicroelectronics Inc.			100
United States — Dover		Proton World Americas Inc			100
United States — Wilmington		STMicroelectronics (North America) Holding, Inc.			100
United States — Wilsonville		The Portland Group, Inc.			100

E-17

 

	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

	By:	/s/ Carlo Bozotti

	Carlo Bozotti
	President and Chief Executive Officer

 

	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

	By:	/s/ Carlo Ferro

	Carlo Ferro
	Executive Vice President and Chief Financial Officer

 

	/s/ Carlo Bozotti
	Name:  Carlo Bozotti
	Title:   President and Chief Executive Officer

	/s/ Carlo Ferro
	Name:  Carlo Ferro

	Title:	Executive Vice President and Chief Financial Officer

 

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