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


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Table of Contents

As filed with the Securities and Exchange Commission on March 3, 2006

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

 

 

 

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 

      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:

 

Name of Each Exchange on Which Registered:

 

 

 

Common shares, nominal value €1.04 per share

 

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:

      894,424,279 common shares at December 31, 2005

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ          No o

      If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o          No þ

      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 þ          No o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o          Accelerated filer o          Non-accelerated filer þ

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

Item 17 o          Item 18 þ

      If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o          No þ

 

 
 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

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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Table of Contents

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

      In this annual report or 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. Except as otherwise disclosed herein, all references to our competitive positions in this annual report are based on 2005 revenues according to provisional industry data published by iSuppli and 2004 revenues according to industry data published by iSuppli and Gartner, Inc., and references to trade association data are references to World Semiconductor Trade Statistics (“WSTS”). Certain terms used in this annual report are defined in “Certain Terms”.

      We report our financial statements in U.S. dollars and prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Furthermore, starting in 2005, we are required by Dutch law to report our statutory and consolidated financial statements, previously reported using generally accepted accounting principles in the Netherlands, in International Financial Reporting Standards (“IFRS”). The financial statements reported in IFRS can differ materially from the statements reported in U.S. GAAP.

      Various amounts and percentages used in this Form 20-F have been rounded and, accordingly, they may not total 100%.

      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 are conditioned upon, and also 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 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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Table of Contents

 

 

 

 

• 

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.

      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 forward-looking statements can be identified by the use of forward-looking terminology, such as “believes”, “expects”, “may”, “are expected to”, “will”, “will continue”, “should”, “would be”, “seeks” 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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