UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated August 3, 2010
Commission File Number: 1-13546
STMicroelectronics N.V.
(Name of Registrant)
39, Chemin du Champ-des-Filles
1228 Plan-les-Ouates, Geneva, Switzerland
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Q Form 40-F £
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes £ No Q
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes £ No Q
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes £ No Q
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
Enclosure: A presentation relating to ST’s financial performance.
Financial Performance & Roadmap
Carlo Ferro
Chief Financial Officer
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Agenda
o Our Financial Results
o Our Opportunities
o Our Target Financial Model
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Our Results
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In US$M, except EPS Q308 Q409 Q110 FY09 FY08
Net Revenues 2,696 2,583 2,325 8,510 9,842
Gross Margin 35.6% 37.0% 37.7% 30.9% 36.2%
Adjusted Operating 210 128 81 (499) 468
Profit before
Restructuring
attributable to
Parent*(1)
Adjusted Operating
Margin*(1) 7.8% 5.7% 4.0% -6.8% 4.8%
EPS Diluted (0.32) (0.08) 0.06 (1.29) (0.88)
Adjusted EPS Diluted* 0.15 0.04 0.07 (0.72) 0.40
RONA attributable to
Parent*(1) 10.5% 7.6% 5.1% -28.3% 5.9%
Net Operating Cash
Flow
(before M&A)* 140 221 176 226 647
Effective Exchange
Rate (euro)/$ 1.54 1.43 1.39 1.37 1.49
*Some of the measures above are non-GAAP measures that the
Company believes provides useful
information. See appendix and below for definition and
calculation methodology.
(1) Description of adjusted metrics attributable to parents:
o Adjusted Operating Profit attributable to parent =
Reported Operating Profit/Loss before
restructuring - 1/2 of ST-Ericsson JVS Operating
Profit/Loss before restructuring
o Adjusted Operating Margin attributable to parent =
Operating Profit attributable to parent /
(Reported Revenues - 1/2 of ST-Ericsson JVS Revenues)
o RONA attributable to parent = Annualized Operating
profit attributable to parent / (Reported
Net Assets - 1/2 of ST-Ericsson JVS Net Assets)
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4 Years of Progress Masked by Currency
o Divested flash memories
o 3-step merger and 50% JV in Wireless
o Technology alliance
o Reduced CapEx / Sales
o Savings from restructuring initiatives: ~$1.1B
o Front-end fabs reduced from 17 to 9
o Product R&D focus:
o Advanced Analog
o New ASSP and ASICs
o MEMS
o Smart power solution
o 32-bit MCUs
Operating Income excluding restructuring and
impairment charges, as reported
50% of Operating Loss of ST-Ericsson not attributable to ST
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Net Operating Cash Flow
Net Operating Cash Flow (ex M&A)*
*Net Operating Cash Flow (ex M&A) is a non-GAAP measure that,
the Company believes, provides useful
information. See appendix for definition.
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A Solid Financial Foundation
(US$ million) Dec. 31, 2008 Dec. 31, 2009 Mar. 27, 2010
Available Cash 1,640 2,394 2,342
Restricted Cash 250 476 368
Marketable Securities,
Non-current 242 42 47
TOTAL 2,132 2,912 2,757
Total Financial Debt (2,677) (2,492) (2,191)
Net Financial Position (545) 420 566
DIVESTITURES
o $1.1B net proceeds from M&A in 2009
o Sale of Numonyx in May 2010: will increase liquidity
by estimated over $500M after lock-up period
o Sale of Phoenix signed in May 2010
ARS LITIGATION
o February 2009: won FINRA award ordering Credit Suisse
to pay to ST $406M plus interest
o December 09 collected $75M
o March 2010: won in US district Court: confirms award
and denies CS motion to vacate
o CS may still appeal but based on the award and the
Federal Court, ST can expect to collect a further
$354M including interest
2016 CONVERT BOND
o Dec 2009 / Jan 2010: repurchased $314.6M;
o In Q210 repurchased additional $55M
o 15.3 M shares to be cancelled
o Redemption of residual $673M likely due in February 2011
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Dividend Evolution
Dividend Yield as of
May 31, 2010:
Dividend increased to $0.28 per share
representing 3.6% yield*
* 2009 annualized dividend is payable in four equal
installments: May, August and November 2010 and
February 2011.
** Source: Capital IQ
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Our Opportunities
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Assets Lighter Strategy
o Sustainable 5% to about 7% capex-to-sales ratio in a cycle
o Targeting ~20% increase in capacity (internal & external)
Q409 vs. Q410
CapEx to Sales Ratio
Depreciation by Wafer
*Based on assumed (euro)/$ rate of about 1.30.
Continuous Focus on Cost Reduction
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Continuous Focus on Cost Reduction
o Manufacturing focused to reduce wafer costs, after
return to full loading
o Currency, cash costs efficiency and roll-over
depreciation expected to contribute to about 10%
wafer cost reduction from Q110 thru Q410*
o Further cost reduction after the final phase-out
of Phoenix fab, from Q210
o Assembly cost reductions driven by volume, shift
to Asia and Gold-Copper conversion
Wafer Cost Index (Base 100 Q110*)
*Based on assumed (euro)/$ rate of about 1.30.
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Completing the On-Going Restructuring
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Currency Exposure
Total Costs (COGS+OpEx) By Currency (Q110)
Quarterly Currency Effect: +1% change
o $4 to $5 million impact to gross profit
o $4 to $5 million impact on operating expenses
o $8 to $10 million on operating profit
Hedging: % of Euro exposure currently hedged**
Other 5%
SEK 5%
*Euro ((euro)) includes currencies such GBP, CHF, MAD Morocco.
**As of May 31, 2010.
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ACCI: Performance & Targets*
GROUP Q110 Short T MID TERM TARGET
APG ~5% HSD Mid Teens
CCI >10% ~ flat Low Teens
HED ~ 5% ~ 10% Low /Mid Teens
IMG Neg B/even Low
*Q410 assumes revenues based on a substantial
continuity in market demand trends and an effective
exchange rate between 1.25 (euro)/$ to 1.30 (euro)/$.
**Segment operating results exclude, among others,
unsaturation charges.
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IMS: Performance & Targets*
GROUP Q110 Short T MID TERM TARGET
APM >10% High Teens 20%+
MMS >10% High Teens 20%+
*Q410 assumes revenues based on a substantial continuity
in market demand trends and an effective
exchange rate between 1.25 (euro)/$ to 1.30 (euro)/$.
**Segment operating results exclude, among others,
unsaturation charges.
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Wireless: Performance & Targets*
ST-Ericsson plans profitability at quarterly revenue run
rate of (greater or equal)$750 million, after restructuring is
complete
*Q410 assumes revenues based on substantial continuity in market
demand trends and an effective
exchange rate between 1.25 (euro)/$ to 1.30 (euro)/$.
** See appendix - Q308 included 2 months of former NXP
business and was before formation of
ST-Ericsson.
***Segment operating results exclude, among others,
unsaturation charges.
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Our Target Model
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Financial Model*
Transitional Model:
All segments at / above break-even
Low / mid-single-digit operating margin
Back to net operating cash flow of 6% to 10% of sales
Q409 - Q110 Achievements
Operating Margin: 3.5% in Q4 down to 0.5% in Q110 on
seasonally lower Revenues
Excluding Wireless: Operating Margin 7.4% in both periods
Net Operating Cash Flow: 8.6% and 7.6% of Sales respectively
in the two periods
ST Financial Model:
o 9% to 12% operating margin x 1.3-1.4 net assets turns
o 12% to 18% return on net assets (RONA) target
o Double digit net operating cash flow as % of sales
*See appendix.
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....achievable in Short Term
Price
OpEx Leverage
New Products
Manufacturing
Restructuring
Currency
Operating Margin*
Q110
Operating Margin*
* Operating Margin before Restructuring Charges. It is not a GAAP measure, please see Appendix.
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....by Improvements at All Segments*
IMS: from 11% to High Teens*
ACCI: from 5% to High Single Digit*
Wireless: substantial reduction of losses*
Operating Margin**
Q110
Target
Operating Margin**
*Product Segment targets assume substantial continuity
in market demand trends and an effective
exchange rate between 1.25 (euro)/$ to 1.30 (euro)/$.
**Operating Margin before Restructuring Charges.
It is not a GAAP measure, please see Appendix.
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Appendix
o Net operating cash flow is defined as net cash from
operating activities minus net cash used in investing
activities, excluding payment for purchases of and
proceeds from the sale of marketable securities (both
current and non-current), short-term deposits and
restricted cash. We believe net operating cash flow
provides useful information for investors and
management because it measures our capacity to generate
cash from our operating and investing activities to
sustain our operating activities. Net operating cash
flow is not a U.S. GAAP measure and does not represent
total cash flow since it does not include the cash
flows generated by or used in financing activities. In
addition, our definition of net operating cash flow may
differ from definitions used by other companies.
o Net financial position: resources (debt), represents
the balance between our total financial resources and
our total financial debt. Our total financial resources
include cash and cash equivalents, current and
non-current marketable securities, short-term deposits
and restricted cash, and our total financial debt
include bank overdrafts, the current portion of
long-term debt and long-term debt, all as represented
in our consolidated balance sheet. We believe our net
financial position provides useful information for
investors because it gives evidence of our global
position either in terms of net indebtedness or net
cash by measuring our capital resources based on cash,
cash equivalents and marketable securities and the
total level of our financial indebtedness. Net
financial position is not a U.S. GAAP measure.
o Adjusted Net Earnings is a non-GAAP measure and is used
by the Company's management to help enhance an
understanding of ongoing operations and to communicate
the impact of the excluded items. Non-GAAP earnings
excludes impairment, restructuring charges and other
related closure costs attributable to Parent Company's
shareholders, the impact of purchase accounting (such
as in-process R&D costs and inventory step-up charges),
other-than-temporary impairment charges on financial
assets and impairment related to equity investments,
net of the relevant tax impact.
o Financial Model: Presented at May 2009 Analyst Day
o Key Information on Consolidation / Deconsolidation:
o ST completed the deconsolidation of its Flash Memory
Group (FMG) segment and took an equity interest in
Numonyx on March 30, 2008, which is reported under the
equity method of valuation with a one quarter lag in
reporting.
o ST-NXP Wireless, a joint venture initially owned 80% by
ST, began operations on August 2, 2008 and was fully
consolidated into ST's operating results. On February
1, 2009 and prior to the closing of the merger of
ST-NXP Wireless and Ericsson Mobile Platforms to create
ST-Ericsson, ST exercised its option to buy out NXP's
20% ownership stake of ST-NXP Wireless.
o ST-Ericsson, a joint venture owned 50% by ST, began
operations on February 3, 2009 and is consolidated into
ST's operating results as of that date. ST-Ericsson is
led by a development and marketing company and is
consolidated by ST. A separate platform design company
providing platform designs mostly to the development
and marketing company is accounted for by ST using the
equity method.
o Wireless Segment: As of February 3, 2009, "Wireless"
includes the portion of sales and operating results of
the 50/50 ST-Ericsson joint venture as consolidated in
the Company's revenues and operating results, as well
as other items affecting operating results related to
the wireless business.
o Sales recorded by ST-Ericsson and consolidated by ST
are included in Telecom and Distribution
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, STMicroelectronics N.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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STMicroelectronics N.V.
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Date:
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August 3, 2010
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By:
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/s/ Carlo Ferro
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Name:
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Carlo Ferro
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Title:
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Executive Vice President and Chief Financial Officer
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