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To
the Supervisory Board and Shareholders of
STMicroelectronics N.V.
In our opinion, the accompanying consolidated
balance sheets and the related consolidated statements of income,
of cash flows and of changes in shareholders' equity present
fairly, in all material respects, the financial position of
STMicroelectronics N.V. and its subsidiaries at December 31,
2000 and December 31, 1999, and the results of their operations
and their cash flows for each of the three years in the year
ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted
in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
PricewaterhouseCoopers N.V.
Amsterdam, February 1, 2001
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