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
For the month
of July, 2025
Commission
File Number: 1-13546
STMicroelectronics N.V.
(Name
of Registrant)
WTC Schiphol Airport
Schiphol Boulevard 265
1118 BH Schiphol Airport
The Netherlands
(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 x Form 40-F
o
Enclosure: A press release dated July
24, 2025, announcing STMicroelectronics’ 2025 Second Quarter Financial Results.
PR No: C3349C
STMicroelectronics Reports 2025 Second Quarter Financial
Results
| · | Q2 net revenues $2.77 billion;
gross margin 33.5%; operating loss of $133 million, including $190 million related to impairment, restructuring charges and other related
phase-out costs; net loss of $97 million |
| · | H1 net revenues $5.28 billion;
gross margin 33.5%; operating loss of $130 million, including $198 million related to impairment, restructuring charges and other related
phase-out costs; net loss of $41 million |
| · | Business outlook
at mid-point: Q3 net revenues of $3.17 billion
and gross margin of 33.5% |
Geneva, July 24, 2025 – STMicroelectronics
N.V. (“ST”) (NYSE: STM), a global semiconductor leader serving customers across the spectrum of electronics applications,
reported U.S. GAAP financial results for the second quarter ended June 28, 2025. This press release also contains non-U.S. GAAP measures
(see Appendix for additional information).
ST reported second quarter net revenues
of $2.77 billion, gross margin of 33.5%, operating loss of $133 million, and net loss of $97 million or -$0.11 diluted earnings per share
(non-U.S. GAAP1 operating income of $57 million, and non-U.S. GAAP1 net income of $57 million or $0.06 diluted earnings
per share).
Jean-Marc Chery, ST President &
CEO, commented:
| · | “Q2 net revenues came
above the mid-point of our business outlook range, driven by higher revenues in Personal Electronics and Industrial,
while Automotive was slightly below expectations. Gross
margin was in line with the
mid-point of our business outlook range.” |
| · | “On a year-over-year basis,
Q2 net revenues decreased 14.4%, non-U.S. GAAP[1]
operating margin decreased to 2.1% from 11.6% and non-U.S. GAAP1
net income decreased to
$57 million from $353 million.” |
| · | “First half net revenues
decreased 21.1% year-over-year,
with a decrease in all reportable segments. Non-U.S.
GAAP1 operating
margin was 1.3% and non-U.S. GAAP1 net income was $120 million.” |
| · | “In the second quarter,
our book-to-bill ratio remained above one for Industrial, while Automotive was below parity. Bookings continued to increase sequentially.”
|
| · | “Our third quarter business outlook, at
the mid-point, is for net revenues of $3.17 billion, decreasing year-over-year by 2.5% and increasing sequentially by 14.6%; gross margin
is expected to be about 33.5%; including about 340 basis points of unused capacity charges. On a sequential basis, our Q3 gross margin
will be negatively impacted by about 140 basis points, mainly from currency effect and, to a lesser extent, the start of non-recurring
cost related to our manufacturing reshaping program.” |
| · | “While we expect Q3 revenues to show a
solid sequential growth enabling a continued year-over-year improvement, we are still operating amid an uncertain macroeconomic environment.
Given these external factors, our priorities remain supporting our customers, accelerating new product introductions, and executing our
company-wide program to reshape our manufacturing footprint and resize our global cost base.” |
Quarterly Financial Summary
U.S. GAAP
(US$ m, except per share data) |
Q2 2025 |
Q1 2025 |
Q2 2024 |
Q/Q |
Y/Y |
Net Revenues |
$2,766 |
$2,517 |
$3,232 |
9.9% |
-14.4% |
Gross Profit |
$926 |
$841 |
$1,296 |
10.2% |
-28.5% |
Gross Margin |
33.5% |
33.4% |
40.1% |
+10 bps |
- 660 bps |
Operating Income (Loss) |
$(133) |
$3 |
$375 |
- |
- |
Operating Margin |
-4.8% |
0.1% |
11.6% |
-490 bps |
-1,640 bps |
Net Income (Loss) |
$(97) |
$56 |
$353 |
- |
- |
Diluted Earnings Per Share |
$(0.11) |
$0.06 |
$0.38 |
- |
- |
1 Non-U.S. GAAP. See Appendix for reconciliation to U.S.
GAAP and information explaining why the Company believes these measures are important.
Non-U.S. GAAP1
(US$ m, except per share data) |
Q2 2025 |
Q1 2025 |
Q2 2024 |
Q/Q |
Y/Y |
Operating Income |
$57 |
$11 |
$375 |
429.6% |
-84.7% |
Operating Margin |
2.1% |
0.4% |
11.6% |
170 bps |
-950 bps |
Net Income |
$57 |
$63 |
$353 |
-9.1% |
-83.9% |
Diluted Earnings Per Share |
$0.06 |
$0.07 |
$0.38 |
-14.3% |
-84.2% |
Second Quarter 2025 Summary Review
Reminder: on January 1, 2025 we made some adjustments to our segment
reporting. Prior year comparative periods have been adjusted accordingly. See Appendix for more detail.
Net Revenues by Reportable Segment2 (US$ m) |
Q2 2025 |
Q1 2025 |
Q2 2024 |
Q/Q |
Y/Y |
Analog products, MEMS and Sensors (AM&S) segment |
1,133 |
1,069 |
1,336 |
5.9% |
-15.2% |
Power and discrete products (P&D) segment |
447 |
397 |
576 |
12.9% |
-22.2% |
Subtotal: Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group |
1,580 |
1,466 |
1,912 |
7.8% |
-17.4% |
Embedded Processing (EMP) segment |
847 |
742 |
906 |
14.1% |
-6.5% |
RF & Optical Communications (RF&OC) segment |
336 |
306 |
410 |
10.1% |
-17.9% |
Subtotal: Microcontrollers, Digital ICs and RF products (MDRF) Product Group |
1,183 |
1,048 |
1,316 |
13.0% |
-10.1% |
Others |
3 |
3 |
4 |
- |
- |
Total Net Revenues |
$2,766 |
$2,517 |
$3,232 |
9.9% |
-14.4% |
Net revenues totaled $2.77 billion, representing
a year-over-year decrease of 14.4%. Year-over-year net sales to OEMs and Distribution decreased 15.3% and 12.0%, respectively. On a sequential
basis, net revenues increased 9.9%, 220 basis points better than the mid-point of ST’s guidance.
Gross profit
totaled $926 million, representing a year-over-year decrease of 28.5%.
Gross margin of 33.5%, 10 basis points above the mid-point of ST’s guidance, decreased 660 basis
points year-over-year, mainly due to product mix, lower manufacturing efficiencies and, to a lesser extent, higher unused capacity
charges.
Operating income decreased from $375
million in the year-ago quarter to an operating loss of $133 million. ST’s operating margin decreased 1,640 basis
points on a year-over-year basis to -4.8% of net revenues, compared to 11.6% in the second quarter of 2024. Operating loss included $190M
impairment, restructuring charges and other related phase-out costs for the quarter, reflecting impairment of assets and restructuring
charges predominantly associated with the previously announced company-wide program to reshape our manufacturing footprint and resize
our global cost base. Excluding these items, non-U.S. GAAP1 Operating income stood at $57 million in the second quarter.
By reportable segment, compared with
the year-ago quarter:
In Analog, Power & Discrete, MEMS and Sensors
(APMS) Product Group:
Analog products, MEMS and Sensors (AM&S)
segment:
| · | Revenue decreased 15.2% mainly due to a decrease in Analog. |
| · | Operating profit decreased by 55.9% to $85 million. Operating margin was
7.5% compared to 14.5%. |
Power and Discrete products (P&D) segment:
| · | Revenue decreased 22.2%. |
| · | Operating profit decreased from $61 million to an operating loss of $56
million. Operating margin was -12.5% compared to 10.6%. |
1 Non-U.S. GAAP. See Appendix for reconciliation to U.S.
GAAP and information explaining why the Company believes these measures are important.
2 See Appendix for the definition of reportable segments.
In Microcontrollers, Digital ICs and RF products
(MDRF) Product Group:
Embedded Processing (EMP) segment:
| · | Revenue decreased 6.5% mainly due to Custom Processing. |
| · | Operating profit decreased by 8.7% to $114 million. Operating margin was
13.5% compared to 13.8%. |
RF & Optical Communications (RF&OC)
segment:
| · | Revenue decreased 17.9%. |
| · | Operating profit decreased by 37.2% to $60 million. Operating margin was
17.9% compared to 23.4%. |
Net Earnings and diluted Earnings
Per Share decreased to a negative $97 million and a negative $0.11 respectively compared to a positive $353 million and $0.38
respectively in the year-ago quarter. Non-U.S. GAAP1 Net income and diluted Earnings Per Share, stood at $57 million and $0.06
respectively in the second quarter of 2025.
Cash Flow and Balance Sheet Highlights
|
|
|
|
Trailing 12 Months |
(US$ m) |
Q2 2025 |
Q1 2025 |
Q2 2024 |
Q2 2025 |
Q2 2024 |
TTM Change |
Net cash from operating activities |
354 |
574 |
702 |
2,332 |
4,922 |
-52.6% |
Free cash flow (non-U.S. GAAP1) |
(152) |
30 |
159 |
142 |
1,384 |
-89.7% |
Net cash from operating activities was $354 million
in the second quarter compared to $702 million in the year-ago quarter.
Net Capex (non-U.S. GAAP1), was $465 million
in the second quarter compared to $528 million in the year-ago quarter.
Free cash flow (non-U.S. GAAP1) was negative
at $152 million in the second quarter, compared to positive $159 million in the year-ago quarter.
Inventory at the end of the second quarter was $3.27
billion, compared to $3.01 billion in the previous quarter and $2.81 billion in the year-ago quarter. Days sales of inventory at quarter-end
was 166 days, compared to 167 days for the previous quarter and 130 days for the year-ago quarter.
In the second quarter, ST paid cash dividends to its
stockholders totaling $81 million and executed a $92 million share buy-back, as part of its current share repurchase program.
ST’s net financial position (non-U.S. GAAP[4])
remained strong at $2.67 billion as of June 28, 2025, compared to $3.08 billion as of March 29, 2025, and reflected total liquidity of
$5.63 billion and total financial debt of $2.96 billion. Adjusted net financial position (non-U.S. GAAP1), taking into consideration
the effect on total liquidity of advances from capital grants for which capital expenditures have not been incurred yet, stood at $2.31
billion as of June 28, 2025.
Corporate developments
On May 28, 2025, STMicroelectronics held its 2025 Annual
General Meeting of Shareholders in Amsterdam, the Netherlands. All proposed resolutions were approved by the Shareholders.
Business Outlook
ST’s guidance, at the mid-point, for the 2025
third quarter is:
| · | Net revenues are expected to be $3.17 billion, an increase of 14.6% sequentially,
plus or minus 350 basis points. |
| · | Gross margin of 33.5%, plus or minus 200 basis points. |
| · | This outlook is based on an assumed effective currency exchange rate of
approximately $1.14 = €1.00 for the 2025 third quarter and includes the impact of existing hedging contracts. |
| · | The third quarter will close on September 27, 2025. |
This business outlook does not include any impact of
potential further changes to global trade tariffs compared to the current situation.
1 Non-U.S. GAAP. See Appendix for reconciliation to U.S.
GAAP and information explaining why the Company believes these measures are important.
Conference Call and Webcast Information
ST will conduct a conference call with analysts, investors
and reporters to discuss its second quarter 2025 financial results and current business outlook today at 9:30 a.m. Central European Time
(CET) / 3:30 a.m. U.S. Eastern Time (ET). A live webcast (listen-only mode) of the conference call will be accessible at ST’s website,
https://investors.st.com, and will be available for replay until August 8, 2025.
Use of Supplemental Non-U.S. GAAP Financial Information
This press release contains supplemental non-U.S. GAAP
financial information.
Readers are cautioned that these measures are unaudited
and not prepared in accordance with U.S. GAAP and should not be considered as a substitute for U.S. GAAP financial measures. In addition,
such non-U.S. GAAP financial measures may not be comparable to similarly titled information from other companies. To compensate for these
limitations, the supplemental non-U.S. GAAP financial information should not be read in isolation, but only in conjunction with ST’s
consolidated financial statements prepared in accordance with U.S. GAAP.
See the Appendix of this press release for a reconciliation
of ST’s non-U.S. GAAP financial measures to their corresponding U.S. GAAP financial measures.
Forward-looking Information
Some of the statements contained in this release
that are not historical facts are statements of future expectations and other forward-looking statements (within the meaning of Section
27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended) that are based on management’s
current views and assumptions, and are conditioned upon and also involve known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those anticipated by such statements due to, among other factors:
| • | changes in global trade policies, including the adoption and expansion
of tariffs and trade barriers, that could affect the macro-economic environment and may directly or indirectly adversely impact the demand
for our products; |
| • | uncertain macro-economic and industry trends (such as inflation and fluctuations
in supply chains), which may impact production capacity and end-market demand for our products; |
| • | customer demand that differs from projections which may require us to
undertake transformation measures that may not be successful in realizing the expected benefits in full or at all; |
| • | the ability to design, manufacture and sell innovative products in a
rapidly changing technological environment; |
| • | changes in economic, social, public health, labor, political, or infrastructure
conditions in the locations where we, our customers, or our suppliers operate, including as a result of macro-economic or regional events,
geopolitical and military conflicts, social unrest, labor actions, or terrorist activities; |
| • | unanticipated events or circumstances, which may impact our ability to
execute our plans and/or meet the objectives of our R&D and manufacturing programs, which benefit from public funding; |
| • | financial difficulties with any of our major distributors or significant
curtailment of purchases by key customers; |
| • | the loading, product mix, and manufacturing performance of our production
facilities and/or our required volume to fulfill capacity reserved with suppliers or third-party manufacturing providers; |
| • | availability and costs of equipment, raw materials, utilities, third-party
manufacturing services and technology, or other supplies required by our operations (including increasing costs resulting from inflation);
|
| • | the functionalities and performance of our IT systems, which are subject
to cybersecurity threats and which support our critical operational activities including manufacturing, finance and sales, and any breaches
of our IT systems or those of our customers, suppliers, partners and providers of third-party licensed technology; |
| • | theft, loss, or misuse of personal data about our employees, customers,
or other third parties, and breaches of data privacy legislation; |
| • | the impact of IP claims by our competitors or other third parties, and
our ability to obtain required licenses on reasonable terms and conditions; |
| • | changes in our overall tax position as a result of changes in tax rules,
new or revised legislation, the outcome of tax audits or changes in international tax treaties which may impact our results of operations
as well as our ability to accurately estimate tax credits, benefits, deductions and provisions and to realize deferred tax assets; |
| • | variations in the foreign exchange markets and, more particularly, the
U.S. dollar exchange rate as compared to the Euro and the other major currencies we use for our operations; |
| • | the outcome of ongoing litigation as well as the impact of any new litigation
to which we may become a defendant; |
| • | product liability or warranty claims, claims based on epidemic or delivery
failure, or other claims relating to our products, or recalls by our customers for products containing our parts; |
| • | natural events such as severe weather, earthquakes, tsunamis, volcano
eruptions or other acts of nature, the effects of climate change, health risks and epidemics or pandemics in locations where we, our customers
or our suppliers operate; |
| • | increased regulation and initiatives in our industry, including those
concerning climate change and sustainability matters and our goal to become carbon neutral in all direct and indirect emissions (scopes
1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable
electricity sourcing goal by the end of 2027; |
| • | epidemics or pandemics, which may negatively impact the global economy
in a significant manner for an extended period of time, and could also materially adversely affect our business and operating results; |
| • | industry changes resulting from vertical and horizontal consolidation
among our suppliers, competitors, and customers; |
| • | the ability to successfully ramp up new programs that could be impacted
by factors beyond our control, including the availability of critical third-party components and performance of subcontractors in line
with our expectations; and |
| • | individual customer use of certain products, which may differ from the
anticipated uses of such products and result in differences in performance, including energy consumption, may lead to a failure to achieve
our disclosed emission-reduction goals, adverse legal action or additional research costs. |
Such forward-looking statements are subject to various
risks and uncertainties, which may cause actual results and performance of our business to differ materially and adversely from the forward-looking
statements. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as “believes”,
“expects”, “may”, “are expected to”, “should”, “would be”, “seeks”
or “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology, or
by discussions of strategy, plans or intentions.
Some of these risk factors are set forth and are
discussed in more detail in “Item 3. Key Information — Risk Factors” included in our Annual Report on Form 20-F for
the year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025. Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those described in this press release as anticipated, believed or expected. We do not intend, and do not assume any obligation, to
update any industry information or forward-looking statements set forth in this release to reflect subsequent events or circumstances.
Unfavorable changes in the above or other factors
listed under “Item 3. Key Information — Risk Factors” from time to time in our Securities and Exchange Commission (“SEC”)
filings, could have a material adverse effect on our business and/or financial condition.
About STMicroelectronics
At ST, we are 50,000 creators and makers of semiconductor technologies
mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with
more than 200,000 customers and thousands of partners to design and build products, solutions, and ecosystems that address their challenges
and opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient power and
energy management, and the wide-scale deployment of cloud-connected autonomous things. We are on track to be carbon neutral in all direct
and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus),
and to achieve our 100% renewable electricity sourcing goal by the end of 2027. Further information can be found at www.st.com.
For further information, please contact:
INVESTOR RELATIONS:
Jérôme Ramel
EVP Corporate Development & Integrated External Communication
Tel: +41 22 929 59 20
[email protected]
MEDIA RELATIONS:
Alexis Breton
Corporate External Communications
Tel: + 33 6 59 16 79 08
[email protected]
STMicroelectronics N.V. |
|
|
|
CONSOLIDATED STATEMENTS OF INCOME |
|
|
|
(in millions of U.S. dollars, except per share data ($)) |
|
|
|
|
|
|
|
|
Three months ended |
|
|
June 28, |
June 29, |
|
|
2025 |
2024 |
|
|
(Unaudited) |
(Unaudited) |
|
|
|
|
|
Net sales |
2,745 |
3,227 |
|
Other revenues |
21 |
5 |
|
NET REVENUES |
2,766 |
3,232 |
|
Cost of sales |
(1,840) |
(1,936) |
|
GROSS PROFIT |
926 |
1,296 |
|
Selling, general and administrative expenses |
(420) |
(419) |
|
Research and development expenses |
(514) |
(535) |
|
Other income and expenses, net |
65 |
33 |
|
Impairment, restructuring charges and other related phase-out costs |
(190) |
- |
|
Total operating expenses |
(1,059) |
(921) |
|
OPERATING INCOME (LOSS) |
(133) |
375 |
|
Interest income, net |
45 |
51 |
|
Other components of pension benefit costs |
(5) |
(4) |
|
Loss on financial instruments, net |
(19) |
(1) |
|
INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTEREST |
(112) |
421 |
|
Income tax benefit (expense) |
18 |
(67) |
|
NET INCOME (LOSS) |
(94) |
354 |
|
Net income attributable to noncontrolling interest |
(3) |
(1) |
|
NET INCOME (LOSS) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS |
(97) |
353 |
|
|
|
|
|
EARNINGS PER SHARE (BASIC) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS |
(0.11) |
0.39 |
|
EARNINGS PER SHARE (DILUTED) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS |
(0.11) |
0.38 |
|
|
|
|
|
NUMBER OF WEIGHTED AVERAGE SHARES USED IN CALCULATING DILUTED EPS |
893.9 |
941.1 |
|
|
|
|
|
STMicroelectronics N.V. |
|
|
|
CONSOLIDATED STATEMENTS OF INCOME |
|
|
|
(in millions of U.S. dollars, except per share data ($)) |
|
|
|
|
|
|
|
|
Six months ended |
|
|
June 28, |
June 29, |
|
|
2025 |
2024 |
|
|
(Unaudited) |
(Unaudited) |
|
|
|
|
|
Net sales |
5,257 |
6,670 |
|
Other revenues |
26 |
27 |
|
NET REVENUES |
5,283 |
6,697 |
|
Cost of sales |
(3,516) |
(3,958) |
|
GROSS PROFIT |
1,767 |
2,739 |
|
Selling, general and administrative expenses |
(810) |
(844) |
|
Research and development expenses |
(1,004) |
(1,063) |
|
Other income and expenses, net |
115 |
93 |
|
Impairment, restructuring charges and other related phase-out costs |
(198) |
- |
|
Total operating expenses |
(1,897) |
(1,814) |
|
OPERATING INCOME (LOSS) |
(130) |
925 |
|
Interest income, net |
93 |
111 |
|
Other components of pension benefit costs |
(9) |
(8) |
|
Gain (loss) on financial instruments, net |
6 |
(1) |
|
INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTEREST |
(40) |
1,027 |
|
Income tax benefit (expense) |
4 |
(159) |
|
NET INCOME (LOSS) |
(36) |
868 |
|
Net income attributable to noncontrolling interest |
(5) |
(3) |
|
NET INCOME (LOSS) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS |
(41) |
865 |
|
|
|
|
|
EARNINGS PER SHARE (BASIC) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS |
(0.05) |
0.96 |
|
EARNINGS PER SHARE (DILUTED) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS |
(0.05) |
0.92 |
|
|
|
|
|
NUMBER OF WEIGHTED AVERAGE SHARES USED IN CALCULATING DILUTED EPS |
894.9 |
941.8 |
|
|
|
|
|
|
|
|
|
STMicroelectronics N.V. |
|
|
|
CONSOLIDATED BALANCE SHEETS |
|
|
|
As at |
June 28, |
March 29, |
December 31, |
In millions of U.S. dollars |
2025 |
2025 |
2024 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
ASSETS |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
1,616 |
1,781 |
2,282 |
Short-term deposits |
1,650 |
1,650 |
1,450 |
Marketable securities |
2,363 |
2,528 |
2,452 |
Trade accounts receivable, net |
1,352 |
1,385 |
1,749 |
Inventories |
3,273 |
3,014 |
2,794 |
Other current assets |
1,267 |
1,050 |
1,007 |
Total current assets |
11,521 |
11,408 |
11,734 |
Goodwill |
313 |
299 |
290 |
Other intangible assets, net |
342 |
338 |
346 |
Property, plant and equipment, net |
11,437 |
11,178 |
10,877 |
Non-current deferred tax assets |
558 |
490 |
464 |
Long-term investments |
77 |
96 |
71 |
Other non-current assets |
1,215 |
1,114 |
961 |
|
13,942 |
13,515 |
13,009 |
Total assets |
25,463 |
24,923 |
24,743 |
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
Current liabilities: |
|
|
|
Short-term debt |
1,006 |
988 |
990 |
Trade accounts payable |
1,451 |
1,373 |
1,323 |
Other payables and accrued liabilities |
1,386 |
1,290 |
1,306 |
Dividends payable to stockholders |
257 |
16 |
88 |
Accrued income tax |
104 |
72 |
66 |
Total current liabilities |
4,204 |
3,739 |
3,773 |
Long-term debt |
1,951 |
1,889 |
1,963 |
Post-employment benefit obligations |
428 |
392 |
377 |
Long-term deferred tax liabilities |
48 |
48 |
47 |
Other long-term liabilities |
848 |
896 |
904 |
|
3,275 |
3,225 |
3,291 |
Total liabilities |
7,479 |
6,964 |
7,064 |
Commitment and contingencies |
|
|
|
Equity |
|
|
|
Parent company stockholders’ equity |
|
|
|
Common stock (preferred stock: 540,000,000 shares authorized, not issued; common stock: Euro 1.04 par value, 1,200,000,000 shares authorized, 911,281,920 shares issued, 894,759,029 shares outstanding as of June 28, 2025) |
1,157 |
1,157 |
1,157 |
Additional Paid-in Capital |
3,187 |
3,142 |
3,088 |
Retained earnings |
12,911 |
13,514 |
13,459 |
Accumulated other comprehensive income |
983 |
495 |
236 |
Treasury stock |
(490) |
(582) |
(491) |
Total parent company stockholders’ equity |
17,748 |
17,726 |
17,449 |
Noncontrolling interest |
236 |
233 |
230 |
Total equity |
17,984 |
17,959 |
17,679 |
Total liabilities and equity |
25,463 |
24,923 |
24,743 |
|
|
|
|
|
|
|
|
|
|
|
|
STMicroelectronics N.V. |
|
|
|
|
|
|
|
SELECTED CASH FLOW DATA |
|
|
|
|
|
|
|
Cash Flow Data (in US$ millions) |
Q2 2025 |
Q1 2025 |
Q2 2024 |
|
|
|
|
Net Cash from operating activities |
354 |
574 |
702 |
Net Cash used in investing activities |
(332) |
(796) |
(628) |
Net Cash used in financing activities |
(191) |
(282) |
(112) |
Net Cash decrease |
(165) |
(501) |
(41) |
|
|
|
|
Selected Cash Flow Data (in US$ millions) |
Q2 2025 |
Q1 2025 |
Q2 2024 |
|
|
|
|
Depreciation & amortization |
464 |
428 |
439 |
Net payment for Capital expenditures |
(481) |
(538) |
(546) |
Dividends paid to stockholders |
(81) |
(72) |
(73) |
Change in inventories, net |
(140) |
(172) |
(136) |
|
|
|
|
Appendix
ST
Changes to reportable segments
Following ST’s reorganization announced in January
2024 into two Product Groups and four reportable segments, we have made further progress in analyzing our global product portfolio, resulting
in the following adjustments to our segments, effective starting January 1, 2025, without modifying subtotals at Product Group level:
| · | In Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group:
|
| o | The transfer of VIPower products
from Power and Discrete products (“P&D”) reportable segment to Analog products, MEMS and Sensors (“AM&S”)
reportable segment. |
| · | In Microcontrollers, Digital ICs and RF products (MDRF)
Product Group: |
| o | the newly created ‘Embedded
Processing’ (“EMP”) reportable segment includes the former ‘MCU’ segment (excluding the RF ASICs mentioned
below) as well as Custom Processing products (Automotive ADAS products). |
| o | the newly created ‘RF &
Optical Communications’ (“RF&OC”) reportable segment includes the former ‘D&RF’ segment (excluding
Automotive ADAS products) as well as some RF ASICs which were previously part of the former ‘MCU’ segment. |
We believe these adjustments are critical for implementing
synergies and optimizing resources, which are necessary to fully deliver the benefits expected from our new organization.
Our four reportable segments - within each Product
Group - are now as follows:
| · | In Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group: |
| o | Analog products, MEMS and Sensors
(“AM&S”) reportable segment, comprised of ST analog products (now including VIPower products), MEMS sensors and actuators,
and optical sensing solutions. |
| o | Power and Discrete products (“P&D”)
reportable segment, comprised of discrete and power transistor products (now excluding VIPower products). |
In this Press Release, “Analog”
refers to analog products, “MEMS” to MEMS sensors and actuators and “Imaging” to optical sensing solutions.
| · | In Microcontrollers, Digital ICs and RF products (MDRF) Product Group: |
| o | Embedded Processing (“EMP”)
reportable segment, comprised of general-purpose and automotive microcontrollers, connected security products and Custom Processing Products
(Automotive ADAS) |
| o | RF & Optical Communications
(“RF&OC”) reportable segment, comprised of Space, Ranging & Connectivity products, Digital Audio & Signaling Solutions
and Optical & RF COT. |
In this Press release, “GPAM”
refers to General purpose & automotive microcontrollers, “Connected Security” to connected security products, “Custom
Processing” to automotive ADAS products.
Prior year comparative periods have been adjusted accordingly.
(Appendix – continued)
ST Supplemental Financial Information
|
Q2 2025 |
Q1 2025 |
Q4 2024 |
Q3 2024 |
Q2 2024 |
Net Revenues By Market Channel (%) |
|
|
|
|
|
Total OEM |
72% |
71% |
73% |
76% |
73% |
Distribution |
28% |
29% |
27% |
24% |
27% |
|
|
|
|
|
|
€/$ Effective Rate |
1.09 |
1.06 |
1.09 |
1.08 |
1.08 |
|
|
|
|
|
|
Reportable Segment Data (US$ m) |
|
|
|
|
|
Analog products, MEMS and Sensors (AM&S) segment |
|
|
|
|
|
- Net Revenues |
1,133 |
1,069 |
1,348 |
1,340 |
1,336 |
- Operating Income |
85 |
82 |
220 |
216 |
193 |
Power and Discrete products (P&D) segment |
|
|
|
|
|
- Net Revenues |
447 |
397 |
602 |
652 |
576 |
- Operating Income (Loss) |
(56) |
(28) |
45 |
80 |
61 |
Subtotal: Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group |
|
|
|
|
|
- Net Revenues |
1,580 |
1,466 |
1,950 |
1,992 |
1,912 |
- Operating Income |
29 |
54 |
265 |
296 |
254 |
Embedded Processing (EMP) segment |
|
|
|
|
|
- Net Revenues |
847 |
742 |
1,002 |
898 |
906 |
- Operating Income |
114 |
66 |
181 |
146 |
126 |
RF & Optical Communications (RF&OC) segment |
|
|
|
|
|
- Net Revenues |
336 |
306 |
366 |
357 |
410 |
- Operating Income |
60 |
43 |
95 |
84 |
96 |
Subtotal: Microcontrollers, Digital ICs and RF products (MDRF) Product Group |
|
|
|
|
|
- Net Revenues |
1,183 |
1,048 |
1,368 |
1,255 |
1,316 |
- Operating Income |
174 |
109 |
276 |
230 |
222 |
Others (a) |
|
|
|
|
|
- Net Revenues |
3 |
3 |
3 |
4 |
4 |
- Operating Income (Loss) |
(336) |
(160) |
(172) |
(145) |
(101) |
Total |
|
|
|
|
|
- Net Revenues |
2,766 |
2,517 |
3,321 |
3,251 |
3,232 |
- Operating Income (Loss) |
(133) |
3 |
369 |
381 |
375 |
| (a) | Net revenues of Others include revenues from sales assembly services and other revenues. Operating
income (loss) of Others include items such as unused capacity charges, including incidents leading to power outage, impairment, restructuring
charges and other related phase-out costs, management reorganization costs, start-up costs, and other unallocated income (expenses) such
as: strategic or special research and development programs, certain corporate-level operating expenses, patent claims and litigations,
and other costs that are not allocated to reportable segments, as well as operating earnings of other products. Others includes: |
(US$ m) |
Q2 2025 |
Q1 2025 |
Q4 2024 |
Q3 2024 |
Q2 2024 |
Unused capacity charges |
103 |
123 |
118 |
104 |
84 |
Impairment, restructuring charges and
other related phase-out costs |
190 |
8 |
- |
- |
- |
(Appendix – continued)
ST
Supplemental Non-U.S. GAAP Financial Information
U.S. GAAP – Non-U.S. GAAP Reconciliation
The supplemental non-U.S. GAAP information presented
in this press release is unaudited and subject to inherent limitations. Such non-U.S. GAAP information is not based on any comprehensive
set of accounting rules or principles and should not be considered as a substitute for U.S. GAAP measurements. Also, our supplemental
non-U.S. GAAP financial information may not be comparable to similarly titled non-U.S. GAAP measures used by other companies. Further,
specific limitations for individual non-U.S. GAAP measures, and the reasons for presenting non-U.S. GAAP financial information, are set
forth in the paragraphs below. To compensate for these limitations, the supplemental non-U.S. GAAP financial information should not be
read in isolation, but only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP.
ST believes that these non-U.S. GAAP financial measures
provide useful information for investors and management because they offer, when read in conjunction with ST’s U.S. GAAP financials,
(i) the ability to make more meaningful period-to-period comparisons of ST’s on-going operating results, (ii) the ability
to better identify trends in ST’s business and perform related trend analysis, and (iii) to facilitate a comparison of ST’s
results of operations against investor and analyst financial models and valuations, which may exclude these items.
Non-U.S. GAAP Operating Income, Non-U.S. GAAP
Net Earnings and Non-U.S. GAAP Earnings Per Share (non-U.S. GAAP measures)
Operating income before impairment and restructuring
charges and one-time items is used by management to help enhance an understanding of ongoing operations and to communicate the impact
of the excluded items, such as impairment, restructuring charges and other related phase-out costs. Adjusted net earnings and earnings
per share (EPS) are used by management to help enhance an understanding of ongoing operations and to communicate the impact of the excluded
items like impairment, restructuring charges and other related phase-out costs attributable to ST and other one-time items, net of the
relevant tax impact.
Q2 2025
(US$ m, except per share data) |
Gross Profit |
Operating Income (Loss) |
Net Earnings |
Corresponding Diluted EPS |
U.S. GAAP |
926 |
(133) |
(97) |
(0.11) |
Impairment, restructuring charges and other related phase-out costs |
- |
190 |
190 |
|
Estimated income tax effect |
- |
- |
(36) |
|
Non-U.S. GAAP |
926 |
57 |
57 |
0.06 |
H1 2025
(US$ m, except per share data) |
Gross Profit |
Operating Income (Loss) |
Net Earnings |
Corresponding Diluted EPS |
U.S. GAAP |
1,767 |
(130) |
(41) |
(0.05) |
Impairment, restructuring charges and other related phase-out costs |
- |
198 |
198 |
|
Estimated income tax effect |
- |
- |
(37) |
|
Non-U.S. GAAP |
1,767 |
68 |
120 |
0.13 |
(Appendix – continued)
Net Financial Position and Adjusted Net Financial
Position (non-U.S. GAAP measures)
Net Financial Position, a non-U.S. GAAP measure, represents
the difference between our total liquidity and our total financial debt. Our total liquidity includes cash and cash equivalents, restricted
cash, if any, short-term deposits, and marketable securities, and our total financial debt includes short-term debt and long-term debt,
as reported in our Consolidated Balance Sheets. ST also presents adjusted net financial position as a non-U.S. GAAP measure, to take into
consideration the effect on total liquidity of advances received on capital grants for which capital expenditures have not been incurred
yet.
ST believes its Net Financial Position and Adjusted
Net Financial Position provide useful information for investors and management because they give evidence of our global position either
in terms of net indebtedness or net cash by measuring our capital resources based on cash and cash equivalents, restricted cash, if any,
short-term deposits and marketable securities and the total level of our financial debt. Our definitions of Net Financial Position and
Adjusted Net Financial Position may differ from definitions used by other companies, and therefore, comparability may be limited.
(US$ m) |
Jun 28
2025 |
Mar 29
2025 |
Dec 31
2024 |
Sep 28
2024 |
Jun 29
2024 |
Cash and cash equivalents |
1,616 |
1,781 |
2,282 |
3,077 |
3,092 |
Short term deposits |
1,650 |
1,650 |
1,450 |
977 |
975 |
Marketable securities |
2,363 |
2,528 |
2,452 |
2,242 |
2,218 |
Total liquidity |
5,629 |
5,959 |
6,184 |
6,296 |
6,285 |
Short-term debt |
(1,006) |
(988) |
(990) |
(1,003) |
(236) |
Long-term debt (a) |
(1,951) |
(1,889) |
(1,963) |
(2,112) |
(2,850) |
Total financial debt |
(2,957) |
(2,877) |
(2,953) |
(3,115) |
(3,086) |
Net Financial Position (non-U.S. GAAP) |
2,672 |
3,082 |
3,231 |
3,181 |
3,199 |
Advances received on capital grants |
(361) |
(377) |
(385) |
(366) |
(402) |
Adjusted Net Financial Position (non-U.S. GAAP) |
2,311 |
2,705 |
2,846 |
2,815 |
2,797 |
(a)
Long-term debt contains standard conditions but does not impose minimum financial ratios. Committed
credit facilities for $639 million equivalent, are currently undrawn.
(Appendix – continued)
Net Capex and Free Cash Flow (non-U.S. GAAP measures)
ST presents Net Capex as a non-U.S. GAAP measure, which
is reported as part of our Free Cash Flow (non-U.S. GAAP measure), to take into consideration the effect of advances from capital grants
received on prior periods allocated to property, plant and equipment in the reporting period.
Net Capex, a non-U.S. GAAP measure, is defined as (i)
Payment for purchase of tangible assets, as reported plus (ii) Proceeds from sale of tangible assets, as reported plus (iii) Proceeds
from capital grants and other contributions, as reported plus (iv) Advances from capital grants allocated to property, plant and equipment
in the reporting period.
ST believes Net Capex provides useful information for
investors and management because annual capital expenditures budget includes the effect of capital grants. Our definition of Net Capex
may differ from definitions used by other companies.
(US$ m) |
Q2 2025 |
Q1
2025 |
Q4
2024 |
Q3
2024 |
Q2
2024 |
Payment for purchase of tangible assets, as reported |
(574) |
(587) |
(584) |
(669) |
(690) |
Proceeds from sale of tangible assets, as reported |
4 |
2 |
- |
2 |
1 |
Proceeds from capital grants and other contributions, as reported |
89 |
47 |
83 |
66 |
143 |
Advances from capital grants allocated to property, plant and equipment |
16 |
8 |
31 |
36 |
18 |
Net Capex (non-U.S. GAAP) |
(465) |
(530) |
(470) |
(565) |
(528) |
Free Cash Flow, which is a non-U.S. GAAP measure, is
defined as (i) net cash from operating activities plus (ii) Net Capex plus (iii) payment for purchase (and proceeds from sale) of intangible
and financial assets and (iv) net cash paid for business acquisitions, if any.
ST believes Free 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 operations.
Free Cash Flow reconciles with the total cash flow
and the net cash increase (decrease) by including the payment for purchases of (and proceeds from matured) marketable securities and net
investment in (and proceeds from) short-term deposits, the net cash from (used in) financing activities and the effect of changes in exchange
rates, and by excluding the advances from capital grants received on prior periods allocated to property, plant and equipment in the reporting
period. Our definition of Free Cash Flow may differ from definitions used by other companies.
(US$ m) |
Q2 2025 |
Q1
2025 |
Q4
2024 |
Q3
2024 |
Q2
2024 |
Net cash from operating activities |
354 |
574 |
681 |
723 |
702 |
Net Capex |
(465) |
(530) |
(470) |
(565) |
(528) |
Payment for purchase of intangible assets, net of proceeds from sale |
(41) |
(14) |
(32) |
(20) |
(15) |
Payment for purchase of financial assets, net of proceeds from sale |
- |
- |
(51) |
(2) |
- |
Free Cash Flow (non-U.S. GAAP) |
(152) |
30 |
128 |
136 |
159 |
14

SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
STMicroelectronics N.V. |
|
|
|
|
Date: |
July 24, 2025 |
By: |
/s/ Lorenzo Grandi |
|
|
|
|
|
|
Name: |
Lorenzo Grandi |
|
|
Title: |
President and Chief Financial Officer
|