Registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934


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As filed with the Securities and Exchange Commission on March 23, 2005

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 20-F

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004
OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________to
Commission file number: 1-13546
STMicroelectronics N.V.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s

name into English)

 

The Netherlands

(Jurisdiction of incorporation

or organization)

39, Chemin du Champ des Filles

1228 Plan-Les-Ouates

Geneva

Switzerland

(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class:

Common shares, nominal value 1.04 per share

 

Name of each exchange on which registered:

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
891,908,997 common shares at December 31, 2004
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes

    No


Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17

    Item 18



 

 

 

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TABLE OF CONTENTS

 

Page

 

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

2

 

 

 

 

PART I

4

 

Item 1.

Identity of Directors, Senior Management and Advisers

4

 

Item 2.

Offer Statistics and Expected Timetable

4

 

Item 3.

Key Information

4

 

Item 4.

Information on the Company

20

 

Item 5.

Operating and Financial Review and Prospects

48

 

Item 6.

Directors, Senior Management and Employees

83

 

Item 7.

Major Shareholders and Related-Party Transactions

108

 

Item 8.

Financial Information

117

 

Item 9.

Listing

119

 

Item 10.

Additional Information

126

 

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

143

 

Item 12.

Description of Securities Other Than Equity Securities

147

 

 

 

 

PART II

148

 

Item 13.

Defaults, Dividend Arrearages and Delinquencies

148

 

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

148

 

Item 15.

Controls and Procedures

148

 

Item 16.

[Reserved]

148

 

 

 

 

PART III

151

 

Item 17.

Financial Statements

151

 

Item 18.

Financial Statements

151

 

Item 19.

Exhibits

151

 

 

 

 

SIGNATURES

154

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this annual report on Form 20-F (the “Form 20-F”), references to “we” and “us” are to STMicroelectronics N.V. together with its consolidated subsidiaries, references to “EU” are to the European Union, references to “€” and the “euro” are to the euro currency of the EU, references to the “United States” and “U.S.” are to the United States of America and references to “$” or to “U.S. dollars” are to United States dollars. References to “mm” are to millimeters and references to “nm” are to nanometers.
We have compiled the market share, market size and competitive ranking data in this annual report using statistics and other information obtained from several third-party sources. References in this annual report to published industry data are references to data published by Gartner, Inc., IC Insights Inc., iSuppli, and Databeans, and references to trade association data are references to World Semiconductor Trade Statistics (“WSTS”). Except as otherwise disclosed herein, all references to our market positions in this Form 20-F are based on 2004 revenues according to published industry data. References to our website, at http://www.st.com, do not incorporate by reference into this Form 20-F any information included thereon. Certain industry and technical terms used in this Form 20-F are defined in “Certain Terms”.
Various amounts and percentages used in this annual report have been rounded and, accordingly, they may not total 100%. All share data have been adjusted for the 3-for-1 stock split effected in May 2000.
We and our affiliates own or otherwise have rights to the trademarks and trade names, including those mentioned in this annual report, used in conjunction with the marketing and sale of our products.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Form 20-F that are not historical facts, particularly in “Item 3. Key Information—Risk Factors”, “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects” and “—Business Outlook”, are statements of future expectations and other forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended) that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those in such statements due to, among other factors:

 



future developments in the world semiconductor market, in particular the actual 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 as well as inventory adjustments from distributors;

 

 

 

 



further 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 develop new products in time to meet market demand, for volume supplies;

 

 

 

 



the financial impact of any measures we may decide, if we are unable to load our front-end and/or back-end fabrication facilities (“fabs”) at satisfactory levels;

 

 

 

 



the ramp-up of volume production in new manufacturing technologies at our fabs;

 

 

 

 



the ability of our suppliers to meet our demands for products and competitive pricing;

 

 

 

 



smooth transition pursuant to recent organizational changes in our top management and our product groups, as well as their and our ability to adapt our strategy to evolving market conditions;

 

 

 

 



the anticipated benefits of research and development alliances and cooperative activities;

 

 

 

 



changes in the economic, social, or political environment, as well as natural events such as severe weather, health risks or earthquakes in the countries in which we and our key customers operate;

 

 

 

 



acquisitions which fail to meet business expectations; and

 

 

 

 



our ability to obtain required licenses on third party intellectual property.

 
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Such forward-looking statements are subject to various risks and uncertainties, which may cause actual results and performance of our business to differ materially and adversely from the forward-looking statements. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believe”, “may”, “will”, “should”, “would be” or “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions. Some of these risk factors are set forth and are discussed in more detail in “Item 3. Key Information—Risk Factors”. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Form 20-F as anticipated, believed or expected. We do not intend, and do not assume any obligation, to update any industry information or forward-looking statements set forth in this Form 20-F to reflect subsequent events or circumstances.
Unfavorable changes in the above or other factors listed under “Item 3. Key Information—Risk Factors” from time to time in our Securities and Exchange Commission (“SEC”) filings, could have a material adverse effect on our business and/or financial condition.
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