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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 mate-rials respects, the financial position of STMicroelectronics N.V. and
its subsidiaries at December 31, 2001 and December 31, 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001 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 of 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,
2002, except for Note 27, as to which the date is April 15, 2002.
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