ST Microelectronics ST Microelectronics

1995 ANNUAL REPORT

SGS-THOMSON Microelectronics N.V.

AUDITOR'S REPORT

To the Supervisory Board and the Shareholders of
SGS-THOMSON Microelectronics N.V.:

We have audited the accompanying consolidated balance sheets of SGS-THOMSON Microelectronics N.V. (a Dutch corporation) and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1995. 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 in accordance with generally accepted auditing standards in the United States. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of SGS-THOMSON Microelectronics N.V. and subsidiaries as of December 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles, as applied in the United States of America.

[SIGNATURE]

Arthur Andersen & Co.
Amsterdam, The Netherlands
January 26th, 1996

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1995
Message from the President Financial Report
Financial Highlights Selected Consolidated Financial Data
Products Group at a Glance Management's Discussion and Analysis of Financial
Condition and Results of Operations
SENIOR MANAGEMENT TEAM Consolidated Statements of Income
Product Groups Consolidated Balance Sheets
Regional Consolidated Statements of Cash Flows
Staff Functions Consolidated Statements of Shareholders' Equity
Central Functions Notes to Consolidated Financial Statements
  AUDITOR'S REPORT