ST Microelectronics ST Microelectronics

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere in this annual report. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. The Company's actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future actual results to differ materially from the Company's recent results or those projected in the forward-looking statements include, but are not limited to, those discussed in "Cautionary Statement Regarding Forward-Looking Statements" and under the caption "Risk Factors" in the Company's Prospectuses dated September 16, 1999 and below. The Company assumes no obligation to update the forward-looking statements or such factors.

Overview

Business conditions in 1999 and 2000 improved from the difficult conditions experienced in the semiconductor industry in 1997 and 1998. According to trade association data, worldwide sales of semiconductor products (the total available market or "TAM") increased 36.8% in 2000 over 1999. Based on trade association data, the estimated market for products produced by the Company (the serviceable available market or "SAM") (which consists of the TAM without DRAMs, and opto-electronic products) increased approximately 34.8% in 2000 over 1999. However, the higher rates of increase were recorded in the first three quarters of 2000, while during the fourth quarter 2000 the semiconductor industry showed some signs of decreased growth rates with the total market declining approximately 3% in that quarter compared to the third quarter 2000. The reverse in the trend in the semiconductor industry which began in the fourth quarter of 2000 led to negative growth expectations for 2001. Industry analysts at the end of 2000 were forecasting a downturn in the 2001 semiconductor market.

The Company's net revenues for 2000 increased 54.5% compared to 1999, a stronger increase than both the TAM and the SAM. The Company benefited from increased volumes in virtually all product families and an improved product mix, including sales of new products.

In the last five years, despite the difficult market conditions in 1997 and 1998, the Company's net revenues increased from $4,122.4 million in 1996 to $7,813.2 million in 2000, representing a compound annual growth rate of 17.3%. According to trade association data, the TAM increased from $132.0 billion in 1996 to $204.4 billion in 2000, representing a compound annual growth rate of 11.6%, while the SAM increased from $102.7 billion in 1996 to $165.7 billion in 2000, representing a compound annual growth rate of 12.7%. During the same period, the Company's share of the TAM increased from 3.1% to 3.8%, while the Company's share of the SAM increased from 4.0% to 4.7%. The Company's revenue growth from 1996 through 2000 was particularly significant for differentiated ICs (which the Company defines as being its dedicated products, semicustom devices and microcontrollers).

As a result of the Company's performance during the period 1996 to 2000, the Company not only gained market share against both the TAM and SAM, but, according to ranking by leading market analysts, became the sixth largest semiconductor company in the world during 2000, up from ninth in 1999. However, the Company believes that the general market conditions have led certain of its competitors to redirect their marketing focus and manufacturing capacity toward products that compete with the Company's products. The Company believes increased competition in its core product markets is generating greater pricing pressure, increased competition for market share in the SAM and a generally more challenging market environment for the Company.
There can be no assurance that the Company will experience revenue growth at or above the growth rate for the TAM or the SAM, or that increased competition in the Company's core product markets will not lead to further price erosion, lower revenue growth rates and lower margins for the Company.

In 2000, the Company continued to focus on differentiated ICs and analog ICs. Differentiated ICs accounted for approximately 63% of the Company's net revenues in both 2000 and 1999. Such products foster close relationships with customers, resulting in early knowledge of their evolving requirements and opportunities to access their markets for other products, and are less vulnerable to competitive pressures than standard commodity products. Analog ICs (including mixed signal ICs), the majority of which are also differentiated ICs, accounted for approximately 49% of the Company's net revenues in 2000 compared to 51% in 1999, while discrete devices accounted for approximately 10% of the Company's net revenues in 2000 compared to approximately 12% in 1999. In recent years, these families of products, in particular analog ICs, have experienced less volatility in sales growth rates and average selling prices than the overall semiconductor industry. However, the difficult competitive environment in the semiconductor market in more recent years has led to price pressures in these product families as well.

In order to reinforce the Company's presence in certain strategic business segments, the Company completed the acquisition from Nortel Networks of a 6-inch facility in Ottawa, Canada, in June 2000 with a commitment for $2 billion in sales to Nortel Networks over the following three years (in conjunction with the acquisition, the Company entered into an agreement with Nortel Networks for the development of processes, packages and fundamental IP for high-speed optical interfaces). The Company also acquired Waferscale Integration (a leading manufacturer of programmable system memory devices) and Portland Group (a vendor of compilers and software development tools for the high-performance parallel computing market).

The Company's gross profit margin increased from 41.4% in 1996 to 46.0% in 2000. Benefiting from a favorable industry environment in 1996, the Company had a gross profit margin of approximately 41% and an operating income margin of approximately 19%. In 1997 and 1998, in an unfavorable industry environment, which generated lower margins due to the negative impact of pricing pressures, gross profit margin declined to slightly above 38%. This decline in gross profit margin coupled with a higher level of research and development expenditure, resulted in a lower operating income as a percentage of net revenues which, however, remained above 12%. Benefiting from the market recovery in 1999 and 2000, gross profit margin increased in 2000 to 46.0% while operating income as a percentage of net revenues rose significantly to 22.8%.

Preliminary projections for 2001 assumed a worsening of the market correction, estimating the market for the first quarter of 2001 to decline 19% sequentially versus the fourth quarter of 2000 and 4% compared to the first quarter of 2000. The latest forecasts by industry analysts at the end of March 2001 estimate a 12% decline in the TAM and a 10% decline in the SAM in 2001 compared to 2000. The Company estimates that the market correction which began abruptly with a sharp inventory adjustment in the fourth quarter of 2000 is likely to continue through much of 2001. Its duration is closely tied to macroeconomic conditions, particularly in the United States and Japan, as well as to industry-specific issues such as over capacity and excess inventory levels.

While the Company is expecting a difficult business environment, it is confident in its ability to continue to outperform the industry by a meaningful margin. Within this challenging near term environment, the Company's strategy continues to be based upon profitable market share gains through the development of world-leading products, strong customer alliances, efficient global manufacturing and a modular approach to capital expenditure.