UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934S

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR
For the fiscal year ended December 31, 2023
OR☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
Date of event requiring this shell company report
For the transition period fromtoCommission file number: 1-13546

STMicroelectronics N.V.
(Exact name of Registrant as specified in its charter)

Not Applicable(Translation of Registrant’s name into English)

The Netherlands(Jurisdiction of incorporation or organization)
WTC Schiphol Airport
Schiphol Boulevard 265
1118 BH Schiphol
The Netherlands(Address of principal executive offices)
Jean-Marc Chery
39, Chemin du Champ des Filles
1228 Plan-Les-Ouates
GenevaSwitzerland
Tel: +41 22 929 29 29
Fax: +41 22 929 29 88(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of Each Class
Trading Symbol(s)Name of each exchange on which registered
Common shares, nominal value €1.04 per share
STM
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual
report.
902,771,081 common shares outstanding as of December 31, 2023
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. SYes ☐No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. ☐Yes SNo
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. SYes ☐No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). SYes ☐No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer

S

Accelerated filer☐

Non-accelerated filer☐

Emerging growth company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the
Exchange Act. ☐† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. S
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. ☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP S
International Financial Reporting Standards as issued
Otherby the International Accounting Standards Board ☐☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow. ☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes SNo(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

TABLE OF CONTENTS
PagePART I ......................................................................................................................................................
Item 1.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.

Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
Information on the Company
Operating and Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information
Listing
Additional Information
Quantitative and Qualitative Disclosures About Market Risk
Description of Securities Other than Equity Securities

PART II

7
7
7
7
26
43
73
114
115
116
116
131
134
136

Item 13.
Item 14.
Item 15.
Item 16.
Item 16A.
Item 16B.
Item 16C.
Item 16D.
Item 16E.
Item 16F.
Item 16G.
Item 16H.
Item 16I.
Item 16J.
Item 16K.

Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and Use of Proceeds
Controls and Procedures

136
136
136

Audit Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Change in Registrant’s Certifying Accountant.
Corporate Governance
Mine Safety Disclosure
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Insider Trading Policies
Cybersecurity

138
138
138
140
140
140
140
142
142
142
142

PART III
Item 17.
Item 18.
Item 19.

146
Financial Statements
Financial Statements
Exhibits

146
146
146

3

PRESENTATION OF FINANCIAL AND OTHER INFORMATIONIn this annual report on Form 20-F (the “Form 20-F”), references to “we”, “us” and “Company” are to
STMicroelectronics N.V. together with its consolidated subsidiaries, references to “EU” are to the European
Union, references to “€” and the “Euro” are to the Euro currency of the EU, references to the “United States”
and the “U.S.” are to the United States of America and references to “$” and to “U.S. dollars” are to UnitedStates dollars. References to “mm” are to millimeters and references to “nm” are to nanometers.
We have compiled market size and our market share data in this Form 20-F using statistics and otherinformation obtained from several third-party sources. Except as otherwise disclosed herein, all references totrade association data are references to World Semiconductor Trade Statistics (“WSTS”). Certain terms used inthis Form 20-F are defined in “Certain Terms”.
We report our financial statements in U.S. dollars and prepare our Consolidated Financial Statements inaccordance with generally accepted accounting principles in the United States (“U.S. GAAP”). We also reportcertain non-U.S. GAAP financial measures (free cash flow and net financial position), which are derived fromthe amounts presented in the financial statements prepared under U.S. GAAP. Furthermore, we are required by
Dutch law to report our Statutory and Consolidated Financial Statements, in accordance with International
Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”)
and adopted by the European Union. The IFRS financial statements are reported separately and can differ
materially from the statements reported in U.S. GAAP.
Various amounts and percentages used in this Form 20-F have been rounded and, accordingly, they may
not total 100%.
We and our affiliates own or otherwise have rights to the trademarks and trade names, including thosementioned in this Form 20-F, used in conjunction with the marketing and sale of our products.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Form 20-F that are not historical facts, particularly in “Item 3.
Key Information — Risk Factors”, “Item 4. Information on the Company” and “Item 5. Operating and Financial
Review and Prospects” and “— Business Outlook” are statements of future expectations and other forwardlooking 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 andassumptions, 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 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;•the ability to design, manufacture and sell innovative products in a rapidly changing technologicalenvironment;•changes in economic, social, public health, labor, political, or infrastructure conditions in thelocations where we, our customers, or our suppliers operate, including as a result of macroeconomic 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;4•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 andtechnology, or other supplies required by our operations (including increasing costs resulting frominflation);•

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, andany breaches of our IT systems or those of our customers, suppliers, partners and providers of thirdparty licensed technology;•

theft, loss, or misuse of personal data about our employees, customers, or other third parties, andbreaches of data privacy legislation;•

the impact of intellectual property (“IP”) claims by our competitors or other third parties, and ourability 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, theoutcome of tax audits or changes in international tax treaties which may impact our results ofoperations as well as our ability to accurately estimate tax credits, benefits, deductions andprovisions and to realize deferred tax assets;•

variations in the foreign exchange markets and, more particularly, the U.S. dollar exchange rate ascompared 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 ofnature, 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 andsustainability matters and our goal to become carbon neutral by 2027 on scope 1 and 2 and partiallyscope 3;•

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 andoperating results;•

industry changes resulting from vertical and horizontal consolidation among our suppliers,
competitors, and customers; and•the ability to successfully ramp up new programs that could be impacted by factors beyond ourcontrol, including the availability of critical third-party components and performance of
subcontractors in line with our expectations.

5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 ofstrategy, plans or intentions. Some of these risk factors are set forth and are discussed in more detail in “Item 3.
Key Information — Risk Factors”. 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 Form
20-F 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 Form 20-F to reflect subsequent events orcircumstances.
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.

6

PART I
Item 1.
Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2.
Offer Statistics and Expected Timetable
Not applicable.
Item 3.

Key Information

Selected Financial Data
The table below sets forth our selected consolidated financial data for each of the years in the five-year
period ended December 31, 2023. Such data have been derived from our audited Consolidated Financial
Statements. Audited Consolidated Financial Statements for each of the years in the three-year period ended
December 31, 2023, including the Notes thereto (collectively, the “Consolidated Financial Statements”), areincluded elsewhere in this Form 20-F, while data for prior periods have been derived from our audited
Consolidated Financial Statements used in such periods.

7

The following information should be read in conjunction with “Item 5. Operating and Financial Review
and Prospects” and the audited Consolidated Financial Statements and the related Notes thereto included in“Item 18. Financial Statements” in this Form 20-F.
Year Ended December 31,
2022
2021
2020
2019
(In millions except per share and ratio data)

2023
Consolidated Statements of Income Data:
Net sales
Other revenues
Net revenues
Cost of sales
Gross profit
Operating expenses:
Selling, general and administrative expenses
Research and development expenses
Other income and expenses, net$

17,23947
17,286(8,999)8,287$

16,08345
16,128(8,493)
7,635$

12,72932
12,761(7,435)
5,326$

10,181
38
10,219(6,430)
3,789

$

9,529
27
9,556
(5,860)3,696(1,631)(2,100)55(1,454)(1,901)159(1,323)(1,723)141(1,109)(1,548)202(1,093)(1,498)
103

—
4,611

—
4,439

(2)
2,419

(11)
1,323

(5)
1,203

171
(19)

58
(11)

(29)
(10)

(20)
(12)

1
(16)

Net income(1)Net income attributable to noncontrolling interest

—
—
4,763
(541)
4,222
(11)

—
—
4,486
(520)
3,966
(6)

—
(43)
2,337
(331)
2,006
(6)

2
(26)
1,267
(159)
1,108
(2)

1
—
1,189
(156)
1,033
(1)

Net income attributable to parent company(1)

4,211

3,960

2,000

1,106

1,032

Earnings per share (basic) attributable to parent company
stockholders

4.66

4.37

2.21

1.24

1.15

Earnings per share (diluted) attributable to parent company
stockholders(1)

4.46

4.19

2.16

1.20

1.14

Number of shares used in calculating earnings per share(basic)

903.5

905.6

904.3

894.6

894.3

Number of shares used in calculating earnings per share(diluted)(1)Consolidated Balance Sheets Data (end of period):

944.2

946.2

924.8

919.7

903.6

3,222
—
1,226
1,635
24,453
16,852

3,258
—
581
679
19,982
12,758

3,225
—
291
—
15,540
9,273

3,006
—
581
133
14,454
8,506

2,597
10
4
133
11,868
7,111

217
2,710
16,729175
2,542
12,693

143
2,396
9,209

795
1,826
8,448

173
1,899
7,043

Common stock and Additional Paid-in Capital(1)Other Data:

4,023

3,788

3,690

4,219

4,149

Dividend per share
Capital expenditures, net of proceeds from sales and capital
grants and other contributions

0.240

0.240

0.240

0.168

0.240

(4,111)
5,992
1,561

(3,524)
5,202
1,216

(1,828)
3,060
1,045

(1,279)2,093
923(1,174)
1,869
854

0.17

0.21

0.28

0.31

0.29

Impairment, restructuring charges and other related
closure costs
Operating income
Interest income (expense), net(1)Other components of pension benefit costs
Income on equity-method investments
Loss on financial instruments, net
Income before income taxes and noncontrolling interest(1)Income tax expense

Cash and cash equivalents
Restricted cash
Short-term deposits
Marketable securities
Total assets
Net assets(1)Short-term debt
Long-term debt(1)Total parent company stockholders’ equity

Net cash from operating activities
Depreciation and amortization
Debt-to-equity ratio(2)————————(1)
On January 1, 2022, we adopted the new U.S. GAAP guidance applicable to 2020 Senior Unsecured Convertible Bonds. Prior year
comparative periods have not been restated.
(2)
Debt-to-equity ratio is the ratio between our total financial debt (short-term debt and long-term debt) and our total parent company
stockholder’s equity.

8

RISK FACTORS
Summary of Risk Factors
Risks Related to the Semiconductor Industry which Impact Us•

We, and the semiconductor industry as a whole, may be impacted by changes in, or uncertainty about,global, regional and local economic, political, legal, regulatory and social environments as well asclimate change•

The semiconductor industry is cyclical and downturns in the semiconductor industry can negatively
affect our results of operations and financial condition•

Epidemics or pandemics may impact the global economy and could also adversely affect our business,financial condition and results of operations•

We may not be able to match our production capacity to demand•Competition in the semiconductor industry is intense, and we may not be able to compete successfully
if our product design technologies, process technologies and products do not meet market requirements.
Furthermore, the competitive environment of the industry has resulted, and is expected to continue toresult, in vertical and horizontal consolidation among our suppliers, competitors and customers, which
may lead to erosion of our market share, impact our ability to compete and require us to restructure ouroperations

Risks Related to Our Operations•

Our high fixed costs could adversely impact our results•

Our capital needs are high compared to those competitors who do not manufacture their own products
and we may need additional funding in the coming years to finance our investments, to purchase othercompanies or technologies developed by third parties or to refinance our maturing indebtedness•

Our operating results depend on our ability to obtain quality supplies on commercially reasonable
terms. As we depend on a limited number of suppliers for materials, equipment and technology, we
may experience supply disruptions if suppliers interrupt supply, increase prices or experience material
adverse changes in their financial condition.

•

Our financial results can be affected by fluctuations in exchange rates, principally in the value of the
U.S. dollar.

•

Our operating results may vary significantly from quarter to quarter and annually and may also differ
significantly from our expectations or guidance•

If our external silicon foundries or back-end subcontractors fail to perform, this could adversely affectour business prospects, financial condition and results of operations•

Our manufacturing processes are highly complex, costly and potentially vulnerable to impurities,
disruptions or inefficient implementation of production changes or interruptions that can significantly
increase our costs and delay product shipments to our customers•

We may experience quality problems from time to time that can result in decreased sales and operating
margin and product liability or warranty claims•

Disruptions in our relationships with any one of our key customers or distributors, and/or materialchanges in their strategy or financial condition or business prospects, could adversely affect our resultsof operations•

We may experience delays in delivering our product and technology roadmaps as well astransformation initiatives9•

Our computer systems, including hardware, software, information and cloud-based initiatives, aresubject to attempted security breaches and other cybersecurity threats, which, if successful, could
adversely impact our business•We may be subject to theft, loss, or misuse of personal data about our employees, customers, or otherthird parties, which could increase our expenses, damage our reputation, or result in legal or regulatory
proceedings•

Our business is dependent in large part on continued growth in the industries and segments into which
our products are sold and on our ability to retain existing customers and attract new ones. A market
decline in any of these industries, our inability to retain and attract customers, or customer demand forour products which differs from our projections, could have a material adverse effect on our results ofoperations•

Market dynamics have driven, and continue to drive us, to a strategic repositioning•

We depend on collaboration with other semiconductor industry companies, research organizations,
universities, customers and suppliers to further our R&D efforts, and our business and prospects could
be materially adversely affected by the failure or termination of such alliances•

We depend on patents to protect our rights to our technology and may face claims of infringing the IP
rights of others•

We operate in many jurisdictions with highly complex and varied tax regimes. Changes in tax rules,
new or revised legislation or the outcome of tax assessments and audits could cause a material adverse
effect on our results•

We receive public funding, and a reduction in the amount available to us or demands for repayment
could increase our costs and impact our results of operations•

Some of our production processes and materials are environmentally sensitive, which could expose us
to liability and increase our costs due to environmental, health and safety laws and regulations or
because of damage to the environment•

Climate change and related sustainability regulations and initiatives, including our commitment tobecome carbon neutral by 2027 on scope 1 and 2 and partially scope 3, could place additional burden
on us and our operations•

Loss of key employees and the inability to continuously recruit and retain qualified employees could
hurt our competitive position•

The interests of our controlling shareholder, which is in turn indirectly controlled by the French and
Italian governments, may conflict with other investors’ interests. In addition, our controllingshareholder may sell our existing common shares or issue financial instruments exchangeable into ourcommon shares at any time•

Our shareholder structure and our preference shares may deter a change of control•

Any decision to reduce or discontinue paying cash dividends to our shareholders could adversely
impact the market price of our common shares•

We are required to prepare financial statements under IFRS and we also prepare Consolidated Financial
Statements under U.S. GAAP, and such dual reporting may impair the clarity of our financial reporting•

There are inherent limitations on the effectiveness of our controls•

Because we are subject to the corporate law of The Netherlands, U.S. investors might have moredifficulty protecting their interests in a court of law or otherwise than if we were a U.S. company

10Risks Related to the Semiconductor Industry which Impact Us
We, and the semiconductor industry as a whole, may be impacted by changes in, or uncertainty about, global,
regional and local economic, political, legal, regulatory and social environments as well as climate change.
Changes in, and uncertainty about, economic, political, legal, regulatory and social conditions pose a risk
as consumers and businesses may postpone spending in response to factors such as curtailment of trade andother business restrictions, financial market volatility, interest rate fluctuations, recessions, shifts in inflationary
and deflationary expectations, lower capital and productivity growth, unemployment, negative news, declines inincome or asset values and/or other factors. Such global, regional and local conditions could have a material
adverse effect on customer and end-market demand for our products, thus materially adversely affecting ourbusiness and financial condition.
Geopolitical conflicts have resulted in certain countries imposing sanctions. Further consequences of suchconflicts could include a risk of further sanctions, embargoes, regional instability, geopolitical shifts and adverse
effects on macro-economic conditions, currency exchange rates and financial markets. This could lead to
disruption to international commerce and the global economy, and could have a negative effect on our ability tosell to, ship products to, collect payments from, and support customers in certain regions based on trade
restrictions, embargoes, logistics restrictions and export control law restrictions. We may also experience a
shortage of certain semiconductor components and delays in shipments due to supply chain disruptions caused
by geopolitical conflicts, and sales of our products may be negatively impacted by geopolitical conflicts, both
directly and indirectly through a reduction of sales or production by our customers in or to affected areas orotherwise.
The institution of trade tariffs globally, as well as the threat thereof, could negatively impact economic
conditions, which could have negative repercussions for our business. In particular, trade protection and national
security policies of the U.S. and Chinese governments, including tariffs, trade restrictions, export restrictions
and the placing of companies on restricted entity lists, have and may continue to limit or prevent us fromtransacting business with certain of our Chinese customers or suppliers; limit, prevent or discourage certain of
our Chinese customers or suppliers from transacting business with us; or make it more expensive to do so. If
disputes were to arise under any of our agreements with other parties conducting business in China, theresolution of such dispute may be subject to the exercise of discretion by the Chinese government, or agenciesof the Chinese government, which may have a material adverse effect on our business. In addition, we could
face increased competition as a result of China's programs to promote a domestic semiconductor industry andsupply chains (including the Made in China 2025 campaign).
Trade policy changes could trigger retaliatory actions by affected countries, which could have a negative
impact on our ability to do business in affected countries or lead to reduced purchases of our products by foreign
customers, leading to increased costs of components contained in our products, increased manufacturing costs ofour products, currency exchange rate volatility, and higher prices for our products in foreign markets. Further,protectionist measures, laws or governmental policies may encourage our customers to relocate their
manufacturing capacity or supply chain to their own respective countries or other countries, or require theirrespective contractors, subcontractors and relevant agents to do so, which could impair our ability to sustain ourcurrent level of productivity and manufacturing efficiency.
We, and the semiconductor industry as a whole, face greater risks due to the international nature of thesemiconductor business, including in the countries where we, our customers or our suppliers operate, such as:•

instability of foreign governments, including the threat of war, military conflict, civil unrest, regimechanges, mass migration and terrorist attacks;•

natural events such as severe weather, earthquakes and tsunamis, or the effects of climate change;•

epidemics or pandemics such as disease outbreaks and other health related issues;

11•changes in, or uncertainty about, laws, regulations (including executive orders) and policies
affecting trade and investment, including following Brexit and including through the imposition of
trade and travel restrictions, government sanctions, local practices which favor local companies andconstraints on investment;•complex and varying government regulations and legal standards, particularly with respect to export
control regulations and restrictions, customs and tax requirements, data privacy, IP and anticorruption;•differing practices of regulatory, tax, judicial and administrative bodies, including with regards tothe interpretation of laws, governmental approvals, permits and licenses;•

water availability, usage and consumption levels, as well as recycling and discharge practices; and•labor and human rights, especially in international supply chains.

The semiconductor industry is cyclical and downturns in the semiconductor industry can negatively
affect our results of operations and financial condition.
The semiconductor industry is cyclical and has been subject to significant downturns from time to time,
as a result of global economic conditions, as well as industry-specific factors, such as built-in excess capacity,
fluctuations in product supply, product obsolescence and changes in end-customer preferences. See “Item 3.
Key Information — Risk Factors — Risks Related to the Semiconductor Industry which Impact Us — We, andthe semiconductor industry as a whole, may be impacted by changes in, or uncertainty about, global, regional
and local economic, political, legal, regulatory and social environments as well as climate change.”
Downturns are typically characterized by reduction in overall demand, accelerated erosion of selling
prices, reduced revenues and high inventory levels, any of which could result in a significant deterioration of ourresults of operations. Such macro-economic trends typically relate to the semiconductor industry as a wholerather than to the individual semiconductor markets to which we sell our products. To the extent that industry
downturns are concurrent with the timing of new increases in production capacity or introduction of new
advanced technologies in our industry, the negative effects on our business from such industry downturns may
also be more severe. We have experienced revenue volatility and market downturns in the past and expect toexperience them in the future, which could have a material adverse impact on our results of operations andfinancial condition.
The recent increase in inflation rates in the markets in which we operate may lead us to experience higher
costs related to labor, energy, water, transportation, wafer and other raw materials costs from suppliers. Our
suppliers may raise their prices, and in the competitive markets in which we operate, we may not be able to
make corresponding price increases to preserve our gross margins and profitability due to market conditions andcompetitive dynamics. Additionally, any such increase in prices may not be accepted by our customers.
Epidemics or pandemics may impact the global economy and could also adversely affect our business,financial condition and results of operations.
Epidemics or pandemics may result in authorities imposing, and businesses and individuals
implementing, numerous measures to try to contain the virus, including travel bans and restrictions, shelter-inplace and stay-at-home orders, quarantines and social distancing guidelines. This may negatively impact theability of our suppliers to deliver on their commitments to us, our ability to ship our products to our customers
and general consumer demand for our products may be negatively impacted by the pandemic and/or government
responses thereto.
Many of our products and services are considered to be essential under national and local guidelines. As
such, during the COVID-19 pandemic, we generally continued to operate in each of the jurisdictions where wewere present. However, certain of our facilities were not able to operate at optimal capacity and any future
similarly restrictive measures may have a negative impact on our operations, supply chain and transportation
networks, and our products and services may not be considered to be essential in the future. In addition, ourcustomers and suppliers may experience disruptions in their operations and supply chains, which could result in

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delayed, reduced, or cancelled orders, or collection risks, and which may adversely affect our results ofoperations and financial condition.
During an epidemic or pandemic, governments may look to re-direct resources and implement austerity
measures in the future to balance public finances, which could result in reduced economic activity. Any
resulting economic downturn could reduce overall demand for our products, accelerate the erosion of selling
prices, lead to reduced revenues and higher inventory levels, any of which could result in a significant
deterioration of our results of operations and financial condition.
An epidemic or pandemic may also lead to increased disruption and volatility in capital markets andcredit markets. Unanticipated consequences of an epidemic or pandemic and resulting economic uncertainty
could adversely affect our liquidity and capital resources in the future.
We may not be able to match our production capacity to demand.
As a result of the cyclicality and volatility of the semiconductor industry, it is difficult to predict future
developments in the markets we serve, and, in turn, to estimate requirements for production capacity. If ourmarkets, start-up or ramp-ups in manufacturing operations are not efficiently executed, major customers or
certain product designs or technologies do not perform as well as we have anticipated, demand is impacted byfactors outside of our or our customers’ control, or if there is otherwise any future excess capacity by us or othersemiconductor manufacturers, we risk unused capacity charges, price erosion, write-offs of inventories andlosses on products that may adversely impact our operating results, and we could be required to undertake
restructuring and transformation measures that may involve significant charges to our earnings. Furthermore,during certain periods, the global supply of semiconductor industry fabrication capacity may not be sufficient tomeet the demand for semiconductor products. We may also experience increased demand in certain market
segments and product technologies and any future shortage of our capacity and the capacity of our subcontractors may lead to an increase in the lead times of our delivery to customers, us being required to enter into
agreements with our suppliers with onerous terms such as take-or-pay arrangements, or us being unable toservice some of our customers, which may result in adverse effects on our customer relationships and in liability
claims. Further, as a result of this supply imbalance, the industry in general may experience a high level ofprofitability and gross margins, which may not be sustainable over the long-term.
Competition in the semiconductor industry is intense, and we may not be able to compete successfully if our
product design technologies, process technologies and products do not meet market requirements.
Furthermore, the competitive environment of the industry has resulted, and is expected to continue to result,in vertical and horizontal consolidation among our suppliers, competitors and customers, which may lead toerosion of our market share, impact our ability to compete and require us to restructure our operations.
We compete in different product lines to various degrees on certain characteristics, for example, price,technical performance, product features, product design, product availability, process technology, manufacturing
capabilities and sales and technical support. Given the intense competition in the semiconductor industry, if our
products do not meet market requirements based on any of these characteristics, our business, financial
condition and results of operations could be materially adversely affected. Our competitors may have a stronger
presence in key markets and geographic regions, greater name recognition, larger customer bases, greater
government support and greater financial, research and development, sales and marketing, manufacturing,
distribution, technical and other resources than we do. These competitors may be able to adapt more quickly tochanges in the business environment, to new or emerging technologies and to changes in customer requirements.
The semiconductor industry is intensely competitive and characterized by the high costs associated with
developing marketable products and manufacturing technologies as well as high levels of investment inproduction capabilities. As a result, the semiconductor industry has experienced, and is expected to continue toexperience, significant vertical and horizontal consolidation among our suppliers, competitors and customers.
Consolidation in the semiconductor industry could erode our market share, negatively impact our ability tocompete and require us to increase our R&D effort, engage in mergers and acquisitions and/or restructure ouroperations.
Risks Related to Our Operations

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Our high fixed costs could adversely impact our results.
Our operations are characterized by high fixed or other costs which are difficult to reduce, including costs
related to manufacturing, particularly as we operate our own manufacturing facilities, and the employment of
our highly skilled workforce. When demand for our products decreases, competition increases or we fail toforecast demand accurately, we may be driven to reduce prices and we may not always be able to decrease ourtotal costs in line with resulting revenue declines. As a result, the costs associated with our operations may not
be fully absorbed, leading to unused capacity charges, higher average unit costs and lower gross margins,adversely impacting our results.
Our capital needs are high compared to those competitors who do not manufacture their own products andwe may need additional funding in the coming years to finance our investments, to purchase other companies
or technologies developed by third parties or to refinance our maturing indebtedness.
As a result of our choice to maintain control of a large portion of our manufacturing technologies andcapabilities, we may require significant capital expenditure to maintain or upgrade our facilities if our facilities
become inadequate in terms of capacity, flexibility and location. We monitor our capital expenditures taking into
consideration factors such as trends in the semiconductor market, customer requirements and capacity
utilization. These capital expenditures may increase in the future if we decide to upgrade or expand the capacityof our manufacturing facilities, purchase or build new facilities or increase investments supporting key strategic
initiatives. For instance, we may be unable to successfully develop, maintain and operate large infrastructure
projects. Such increased capital expenditures associated with large infrastructure projects and strategic initiatives
might not achieve profitability or we may be unable to utilize infrastructure projects to full capacity. There canalso be no assurance that future market demand and products required by our customers will meet our
expectations. We also may need to invest in other companies, in IP and/or in technology developed either by us
or by third parties to maintain or improve our position in the market or to reinforce our existing business. Failure
to invest appropriately and in a timely manner or to successfully integrate any recent or future businessacquisitions may prevent us from achieving the anticipated benefits and could have a material adverse effect on
our business and results of operations.
The foregoing may require us to secure additional financing, including through the issuance of debt,
equity or both. The timing and the size of any new share or bond offering would depend upon market conditions
as well as a variety of other factors. In addition, the capital markets may from time to time offer terms offinancing that are particularly favorable. We cannot exclude that we may access the capital markets
opportunistically to take advantage of market conditions. Any such transaction or any announcement concerning
such a transaction could materially impact the market price of our common shares. If we are unable to access
capital on acceptable terms, this may adversely affect our business and results of operations.
Our operating results depend on our ability to obtain quality supplies on commercially reasonable terms. As
we depend on a limited number of suppliers for materials, equipment and technology, we may experience
supply disruptions if suppliers interrupt supply, increase prices or experience material adverse changes intheir financial condition.
Our ability to meet our customers’ demand to manufacture our products depends upon obtaining adequate
supplies of quality materials on a timely basis and on commercially reasonable terms. Certain materials areavailable from a limited number of suppliers or only from a limited number of suppliers in a particular region.
We purchase certain materials whose prices on the world markets have fluctuated significantly in the past andmay fluctuate significantly in the future. Although supplies for most of the materials we currently use are
adequate, shortages could occur in various essential materials due to interruption of supply or increased demandin the industry. For instance, epidemics or pandemics could cause disruptions from the temporary closure of
suppliers’ facilities or delays and reduced export or shipment of various materials. Geopolitical conflicts could
also disrupt supply chains and cause shortages of certain semiconductor components and corresponding delays
in shipments. Any such shortage may impact different geographical markets disproportionately, leading toshortages or unavailability of supplies in specific areas and higher transportation costs. In addition, the costs ofcertain materials may increase due to recent inflationary rates and market pressures and we may not be able topass on such cost increases to our customers.

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We also purchase semiconductor manufacturing equipment and third-party licensed technology from alimited number of suppliers and providers and, because such equipment and technology are complex, it isdifficult to replace one supplier or provider with another or to substitute one piece of equipment or type oftechnology for another. In addition, suppliers and providers may extend lead times, limit our supply, increaseprices or change contractual terms related to certain manufacturing equipment and third-party licensed
technology, any of which could adversely affect our results. Furthermore, suppliers and technology providers
tend to focus their investments on providing the most technologically advanced equipment, materials andtechnology and may not be able to address our requirements for equipment, materials or technology of older
generations. Although we work closely with our suppliers and providers to avoid such shortages, there can be noassurance that we will not encounter these problems in the future.
Consolidation among our suppliers or vertical integration among our competitors may limit our ability toobtain sufficient quantities of materials, equipment and/or technology on commercially reasonable terms andengage in mergers and acquisitions. In certain instances, we may be required to enter into agreements with our
suppliers with onerous terms, such as take-or-pay arrangements. If we are unable to obtain supplies of materials,
equipment or technology in a timely manner or at all, or if such materials, equipment or technology prove
inadequate or too costly, our results of operations could be adversely affected.
Our financial results can be affected by fluctuations in exchange rates, principally in the value of the U.S.
dollar.
Currency exchange rate fluctuations affect our results of operations because our reporting currency is the
U.S. dollar, in which we receive the major portion of our revenues, while, more importantly, we incur a limited
portion of our revenue and a significantly higher portion of our costs in currencies other than the U.S. dollar. A
significant variation of the value of the U.S. dollar against the principal currencies that have a material impact
on us (primarily the Euro, but also certain other currencies of countries where we have operations, such as theSingapore dollar) could result in a favorable impact, net of hedging, on our net income in the case of anappreciation of the U.S. dollar, or a negative impact, net of hedging, on our net income if the U.S. dollar
depreciates relative to these currencies, in particular with respect to the Euro.
In order to reduce the exposure of our financial results to the fluctuations in exchange rates, our principal
strategy has been to balance as much as possible the proportion of sales to our customers denominated in U.S.
dollars with the amount of purchases from our suppliers denominated in U.S. dollars and to reduce the weight ofthe other costs, including depreciation, denominated in Euros and in other currencies. In order to further reduce
our exposure to U.S. dollar exchange rate fluctuations, we have hedged certain line items on our consolidated
statements of income, in particular with respect to a portion of the cost of sales, the majority of the R&D
expenses and certain SG&A expenses located in the Euro zone. We also hedge certain manufacturing costs,
included within the cost of sales, denominated in Singapore dollars. There can be no assurance that our hedging
transactions will prevent us from incurring higher Euro-denominated manufacturing costs and/or operating
expenses when translated into our U.S. dollar-based accounts. See “Item 5. Operating and Financial Review andProspects — Impact of Changes in Exchange Rates” and “Item 11. Quantitative and Qualitative Disclosures
About Market Risk”.
Our operating results may vary significantly from quarter to quarter and annually and may also differ
significantly from our expectations or guidance.
Our operating results are affected by a wide variety of factors that could materially and adversely affectrevenues and profitability or lead to significant variability of our operating results from one period to the next.
These factors include changes in demand from our key customers, capital requirements, inventory management,
availability of funding, competition, new product developments, start of adoption of our new products bycustomers, technological changes, manufacturing or supplier issues and effective tax rates. In addition, in
periods of industry overcapacity or when our key customers encounter difficulties in their end-markets or
product ramps, orders are more exposed to cancellations, reductions, price renegotiation or postponements,
which in turn reduce our ability to forecast the next quarter or full year production levels, revenues and margins.
As a result, we may not meet our financial targets, which could in turn have an impact on our reputation or
brand. For these reasons and others that we may not yet have identified, our revenues and operating results may
differ materially from our expectations or guidance as visibility is reduced. See “Item 4. Information on the
Company — Backlog”.

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If our external silicon foundries or back-end subcontractors fail to perform, this could adversely affect ourbusiness prospects, financial condition and results of operations.
We currently use external silicon foundries and back-end subcontractors for a portion of ourmanufacturing activities. Any limitation on the ability of our external silicon foundries and back-end
subcontractors to satisfy our demand may cause our results of operations and ability to satisfy the demand of ourcustomers to suffer. Likewise, if we are unable to meet our commitments to silicon foundries and back-end
subcontractors, our results of operations could suffer. Prices for these services also vary depending on capacity
utilization rates at our external silicon foundries and back-end subcontractors, quantities demanded and productand process technology. Such outsourcing costs can vary materially and, in cases of industry shortages, they canincrease significantly, negatively impacting our business prospects, financial condition and results of operations.
Our manufacturing processes are highly complex, costly and potentially vulnerable to impurities, disruptions
or inefficient implementation of production changes or interruptions that can significantly increase our costs
and delay product shipments to our customers.
Our manufacturing processes are highly complex, require advanced and increasingly costly equipment
and are continuously modified or maintained in an effort to improve yields and product performance and lower
the cost of production.
Furthermore, impurities or other difficulties in the manufacturing process can lower yields, interrupt
production or result in scrap. As system complexity and production changes have increased and sub-micron
technology has become more advanced, manufacturing tolerances have been reduced and requirements for
precision have become even more demanding. We have from time to time experienced bottlenecks andproduction difficulties that have caused delivery delays and quality control problems. There can be no assurance
that we will not experience bottlenecks or production, transition or other difficulties in the future.
In addition, we are exposed to risks related to interruptions of our manufacturing processes. If any of ourproperty or equipment is damaged or otherwise rendered unusable or inoperable due to accident, cyberattack orotherwise this could result in interruptions which could have a material adverse effect on our business, financial
condition and results of operations.
We may experience quality problems from time to time that can result in decreased sales and operating
margin and product liability or warranty claims.
We sell complex products that may not in each case comply with specifications or customer
requirements, or may contain design or manufacturing defects, that could cause personal injury, property
damage or security risks that could be exploited by unauthorized third parties hacking, corrupting or otherwise
obtaining access to our products, including the software loaded thereon by us, our suppliers or our customers.
Although our general practice is to contractually limit our liability to the repair, replacement or refund of
defective products, we occasionally agree to contractual terms with key customers in which we provide
extended warranties and accordingly we may face product liability, warranty, delivery failure, and/or otherclaims relating to our products that could result in significant expenses relating to compensation payments,
product recalls or other actions related to such extended warranties and/or to maintain good customer
relationships, which could result in decreased sales and operating margin and other material adverse effects on
our business. Costs or payments we may make in connection with warranty and other claims or product recalls
may adversely affect our results of operations. There can be no assurance that we will be successful inmaintaining our relationships with customers with whom we incur quality problems. Furthermore, if litigation
occurs we could incur significant costs and liabilities to defend ourselves against such claims. The industry has
experienced a rise in premiums and deductibles with regards to insurance policies. These may continue toincrease and insurance coverage may also correspondingly decrease. If litigation occurs and damages areawarded against us, there can be no assurance that our insurance policies will be available or adequate to protect
us against such claims.

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Disruptions in our relationships with any one of our key customers or distributors, and/or material changes
in their strategy or financial condition or business prospects, could adversely affect our results of operations.
A substantial portion of our sales is derived from a limited number of customers and distributors. Therecan be no assurance that our customers or distributors will continue to book the same level of sales with us thatthey have in the past, will continue to succeed in the markets they serve and will not purchase competingproducts over our products. Many of our key customers and distributors operate in cyclical businesses that arealso highly competitive, and their own market positions may vary considerably. In recent years, some of ourcustomers have vertically integrated their businesses. Such vertical integrations may impact our business. Our
relationships with the newly formed entities could be either reinforced or jeopardized by the integration. If weare unable to maintain or increase our market share with our key customers or distributors, or if they were toincrease product returns or fail to meet payment obligations, our results of operations could be materiallyadversely affected. Certain of our products are customized to our customers’ specifications. If customers do notpurchase products made specifically for them, we may not be able to recover a cancellation fee from ourcustomers or resell such products to other customers. In addition, the occurrence of epidemic or pandemic
outbreaks could affect our customers. The geographic spread of epidemics or pandemics may be difficult topredict and adverse public health impacts on our customers could negatively affect our results.
We may experience delays in delivering our product and technology roadmaps as well as transformation
initiatives.
Our industry adapts to technological advancements and it is likely that new products, equipment,
processes and service methods, including transformation initiatives related to digitalization, are in the process of
being implemented. Any failure by us to manage our data governance processes could undermine our initiatives
related to digitalization and any failure by us to react to changes or advances in existing technologies andprocesses as we develop and invest in our product, technology and transformation roadmaps could materiallydelay the introduction of new solutions. If we are not able to execute on these roadmaps on a timely basis or atan acceptable cost this could result in loss of competitiveness of our solutions, decreased revenue and a loss ofmarket share.
Our computer systems, including hardware, software, information and cloud-based initiatives, are subject toattempted security breaches and other cybersecurity threats, which, if successful, could adversely impact ourbusiness.
We have, from time to time, detected and experienced attempts by others to gain unauthorized access toour computer systems and networks. The reliability and security of our information technology infrastructureand software, including our artificial intelligence ("AI")technology, and our ability to expand and continually
update technologies, including to transition to cloud-based technologies, in response to our changing needs is
critical to our business. In the current environment, there are numerous and evolving risks to cybersecurity,
including criminal hackers, state-sponsored intrusions, terrorism, industrial espionage, employee malfeasance,
vandalism and human or technological error. Computer hackers and others routinely attempt to breach thesecurity of technology products, services, and systems, and those of our customers, suppliers, partners andproviders of third-party licensed technology, and some of those attempts may be successful. Such breaches
could result in, for example, unauthorized access to, disclosure, modification, misuse, loss, or destruction of our,
our customer, or other third-party data or systems, theft of our trade secrets and other sensitive or confidential
data, including personal information and IP, system disruptions, and denial of service.
The attempts to breach our systems, including our cloud-based systems, and to gain unauthorized accessto our information technology systems are becoming increasingly more sophisticated. These attempts may
include covertly introducing malware into our computers, including those in our manufacturing operations, andimpersonating unauthorized users, among others. For instance, employees and former employees, in particularformer employees who become employees of our competitors or customers, may misappropriate, use, publish orprovide to our competitors or customers our IP and/or proprietary or confidential business information. Also,
third parties may attempt to register domain names similar to our brands or website, which could cause
confusion and divert online customers away from our products. In the event of such breaches, we, our customers
or other third parties could be exposed to potential liability, litigation, and regulatory action, as well as the lossof existing or potential customers, damage to our reputation, and other financial loss and such breaches could
also result in losing existing or potential customers in connection with any actual or perceived security

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vulnerabilities in our systems. In addition, the cost and operational consequences of responding to breaches andimplementing remediation measures could be significant. As these threats continue to develop and grow, wehave been adapting and strengthening our security measures.
As a result of work-from-home policies that we have undertaken, there has been additional relianceplaced on our IT systems and resources. The resulting reliance on these resources, and the added need tocommunicate by electronic means, could increase our risk of cybersecurity incidents.
Geopolitical instability has been associated with an increase in cybersecurity incidents. This may result ina higher likelihood that we may experience direct or collateral consequences from cybersecurity conflicts
between nation-states or other politically motivated actors targeting critical technology infrastructure.
U.S. and foreign regulators have increased their focus on cybersecurity vulnerabilities and risks, andcustomers and service providers are increasingly demanding more rigorous contractual certification and audit
provisions regarding cybersecurity and data governance. This may result in an increase of our overall
compliance burden due to increasingly onerous obligations and leading to significant expense. There may also
be shorter deadlines in which to notify the authorities of data breaches and ever-increasing fines and penalties
for businesses that fail to respond swiftly and appropriately to cyberattacks. Any failure to comply could also
result in proceedings against us by regulatory authorities or other third parties.
We continue to increase the resources we allocate to implementing, maintaining and/or updating security
systems to protect data and infrastructure and to raising security awareness among those having access to oursystems. However, these security measures cannot provide absolute security and there can be no assurance that
our employee training, operational, and other technical security measures or other controls will detect, preventor remediate security or data breaches in a timely manner or otherwise prevent unauthorized access to, damage
to, or interruption of our systems and operations.
We regularly evaluate our IT systems and business continuity plan to make enhancements andperiodically implement new or upgraded systems, including the transition and migration of our data systems to
cloud-based platforms and critical system migration. Any delay in the implementation of, or disruption in thetransition to different systems could adversely affect our ability to record and report financial and management
information on a timely and accurate basis and could impact our operations and financial position. In addition, a
miscalculation of the level of investment needed to ensure our technology solutions are current and up-to-date as
technology advances and evolves could result in disruptions in our business should the software, hardware or
maintenance of such items become out-of-date or obsolete and the costs of upgrading our cybersecurity systems
and remediating damages could be substantial.
We may also be adversely affected by security breaches related to our equipment providers and providersof IT services or third-party licensed technology. As a global enterprise, we could also be impacted by existingand proposed laws and regulations, as well as government policies and practices related to cybersecurity, data
privacy and data protection. Additionally, cyberattacks or other catastrophic events resulting in disruptions to or
failures in power, information technology, communication systems or other critical infrastructure could result ininterruptions or delays to us, our customers, or other third-party operations or services, financial loss, potential
liability, damage to our reputation and could also affect our relationships with our customers, suppliers andpartners. See “Item 16K. Cybersecurity”.
We may be subject to theft, loss, or misuse of personal data about our employees, customers, or other third
parties, which could increase our expenses, damage our reputation, or result in legal or regulatory
proceedings.
The theft, loss, or misuse of personal data processed by us could result in significantly increased security
costs or costs related to defending legal claims.
Further, with increasing digitalization, data privacy-related legislations are rapidly evolving around theglobe which may have a negative impact on our business if interpreted or implemented in a manner that isinconsistent from country to country and inconsistent with the current policies and practices of our customers orbusiness partners. We may also have to change the manner in which we contract with our business partners,
store and transfer information and otherwise conduct our business, which could increase our costs and reduce
our revenues.

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Our business is dependent in large part on continued growth in the industries and segments into which our
products are sold and on our ability to retain existing customers and attract new ones. A market decline inany of these industries, our inability to retain and attract customers, or customer demand for our products
which differs from our projections, could have a material adverse effect on our results of operations.
The demand for our products depends significantly on the demand for our customers’ end products.
Growth of demand in the industries and segments into which our products are sold fluctuates significantly and isdriven by a variety of factors, including consumer spending, consumer preferences, the development andacceptance of new technologies and prevailing economic conditions. Changes in our customers’ markets and in
our customers’ respective shares in such markets could result in slower growth and a decline in demand for our
products. In addition, if projected industry growth rates do not materialize as forecasted, our spending on
process and product development ahead of market acceptance could have a material adverse effect on ourbusiness, financial condition and results of operations.
Our business is dependent upon our ability to retain existing customers. In 2023 our largest customer,
Apple, accounted for 12.3% of our total revenues. While we do not believe to be dependent on any one customer
or group of customers, the loss of key customers or important sockets at key customers could have an adverse
effect on our results of operations and financial condition.
Our existing customers’ product strategy may change from time to time and/or product specifications
may change on short-time product life cycles and we have no certainty that our business, financial position andresults of operations will not be affected. Our business is also dependent upon our ability to attract newcustomers. There can be no assurance that we will be successful in attracting and retaining new customers, or in
adequately projecting customer demand for our products. Our failure to do so could materially adversely affectour business, financial condition and results of operations.
Market dynamics have driven, and continue to drive us, to a strategic repositioning.
In recent years, we have undertaken several initiatives to reposition our business. Our strategies toimprove our results of operations and financial condition have led us, and may in the future lead us, to acquirebusinesses that we believe to be complementary to our own, to divest ourselves of or wind down activities that
we believe do not serve our longer term business plans, or to enter into partnerships or joint ventures to enter
into or strengthen our position in certain markets and increase our scale of operations. Our potential acquisition
strategies depend in part on our ability to identify suitable acquisition targets, finance their acquisition, obtainapproval by our shareholders and obtain required regulatory and other approvals. Our potential divestiture
strategies depend in part on our ability to compete and to identify the activities in which we should no longer
engage, obtain the relevant approvals pursuant to our governance process and then determine and execute
appropriate methods to divest of them. Our actual or potential partnerships and joint venture strategies depend inpart on our ability to execute sales and operations plans alongside our partner or joint venture.
We are constantly monitoring our product portfolio and cannot exclude that additional steps in thisrepositioning process may be required. Furthermore, we cannot assure that any strategic repositioning of ourbusiness, including executed and possible future acquisitions, dispositions or partnerships and joint ventures,will be successful and will not result in impairment, restructuring charges and other related closure costs.
Acquisitions, divestitures, partnerships and joint ventures involve a number of risks that could adversely
affect our operating results and financial condition, including, in respect of acquisitions and divestitures, theinability for us to successfully integrate businesses or teams that we acquire with our culture and strategies on atimely basis or at all, and the potential requirement for us to record charges related to the goodwill or other longterm assets associated with the acquired businesses. There can be no assurance that we will be able to achieve
the full scope of the benefits we expect from a particular acquisition, divestiture, partnership, joint venture orinvestment. Our business, financial condition and results of operations may suffer if we fail to coordinate ourresources effectively to manage both our existing businesses and any acquired businesses. In addition, thefinancing of future acquisitions, divestitures, partnerships or joint ventures may negatively impact our financial
position, including our ability to pay a dividend and/or repurchase our shares, and our credit rating and we could
be required to raise additional funding.
Other risks associated with acquisitions include the assumption of potential liabilities, disclosed orundisclosed, associated with the business acquired, which liabilities may exceed the amount of indemnification

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available from the seller, potential inaccuracies in the financials of the business acquired, and our ability toretain customers of an acquired entity, its business or industrialize an acquired process or technology. Identified
risks associated with divestitures include loss of activities and technologies that may have complemented ourremaining businesses or operations and loss of important services provided by key employees that are assigned
to divested activities.
We depend on collaboration with other semiconductor industry companies, research organizations,
universities, customers and suppliers to further our R&D efforts, and our business and prospects could bematerially adversely affected by the failure or termination of such alliances.
Our success depends on our ability to introduce innovative new products and technologies to themarketplace on a timely basis. In light of the high levels of investment required for R&D activities, we dependin certain instances on collaborations with other semiconductor industry companies, research organizations,
universities, customers and suppliers to develop or access new technologies.
Such collaboration provides us with a number of important benefits, including the sharing of costs,
reductions in our own capital requirements, acquisitions of technical know-how and access to additional
production capacities. However, there can be no assurance that our collaboration efforts will be successful andallow us to develop and access new technologies in due time, in a cost-effective manner and/or to meet customer
demands. If a particular collaboration terminates before our intended goals are accomplished we may incur
additional unforeseen costs, and our business and prospects could be adversely affected. Furthermore, if we areunable to develop or otherwise access new technologies, whether independently or in collaboration with anotherindustry participant, we may fail to keep pace with the rapid technology advances in the semiconductor industry,
our participation in the overall semiconductor industry may decrease and we may also lose market share.
We depend on patents to protect our rights to our technology and may face claims of infringing the IP rights
of others.
We depend on patents and other IP rights to protect our products and our manufacturing processes against
misappropriation by others. The process of seeking patent protection can be long and expensive, and there canbe no assurance that that we will receive patents from currently pending or future applications. Even if patents
are issued, they may not be of sufficient scope or strength to provide meaningful protection or any commercial
advantage. In addition, effective IP protection may be unavailable or limited in some countries. Our ability to
enforce one or more of our patents could be adversely affected by changes in patent laws, laws in certain foreign
jurisdictions that may not effectively protect our IP rights or by ineffective enforcement of laws in suchjurisdictions. Competitors may also develop technologies that are protected by patents and other IP and therefore
either be unavailable to us or be made available to us subject to adverse terms and conditions. We have in thepast used our patent portfolio to negotiate broad patent cross-licenses with many of our competitors enabling us
to design, manufacture and sell semiconductor products, without concern of infringing patents held by suchcompetitors. We may not in the future be able to obtain such licenses or other rights to protect necessary IP on
favorable terms for the conduct of our business, and such failure may adversely impact our results of operations.
Such cross-license agreements expire from time to time and there is no assurance that we can or we will extendthem.
We have from time to time received, and may in the future receive, communications alleging possible
infringement of third-party patents and other IP rights. Some of those claims are made by so-called nonpracticing entities against which we are unable to assert our own patent portfolio to lever licensing terms andconditions. Competitors with whom we do not have patent cross-license agreements may also develop
technologies that are protected by patents and other IP rights and which may be unavailable to us or only madeavailable on unfavorable terms and conditions. We may therefore become involved in costly litigation brought
against us regarding patents and other IP rights. See Note 25 to our Consolidated Financial Statements. IP
litigation may also involve our customers who in turn may seek indemnification from us should we not prevail
and/or who may decide to curtail their orders for those of our products over which claims have been asserted.
Such lawsuits may therefore have a material adverse effect on our business. We may be forced to stop producing
substantially all or some of our products or to license the underlying technology upon economically unfavorable
terms and conditions or we may be required to pay damages for the prior use of third-party IP and/or face an
injunction.

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The outcome of IP litigation is inherently uncertain and may divert the efforts and attention of ourmanagement and other specialized technical personnel. Such litigation can result in significant costs and, if not
resolved in our favor, could materially and adversely affect our business, financial condition and results ofoperations.
We operate in many jurisdictions with highly complex and varied tax regimes. Changes in tax rules, new orrevised legislation or the outcome of tax assessments and audits could cause a material adverse effect on our
results.
We operate in many jurisdictions with highly complex and varied tax regimes. Changes in tax rules, newor revised legislation or the outcome of tax assessments and audits could have a material adverse effect on our
results.
In 2021, the Organization for Economic Cooperation and Development (OECD) and the G20 Inclusive
Framework on base erosion and profit shifting (BEPS) agreed to a two-pillar solution to address the tax
challenges arising from the digitalization of the economy. Pillar I is a set of proposals to revisit tax allocation
rules in a changed economy. The intention is that a portion of a multinationals' residual profit is taxed in thejurisdiction where revenue is sourced.
Pillar II enforces a global minimum corporate income tax at an effective rate of 15% for large
multinationals. On December 20, 2021 the OECD published the Global Anti-Base Erosion Model Rules("GloBe Rules") for Pillar II. On December 22, 2021, the European Commission published a legislative
proposal for Pillar II (the "EU Pillar II Directive").
On December 15, 2022, the Council of the European Union formally adopted the EU Pillar II Directive.
The EU Pillar II Directive aims at consistently implementing among all 27 member states the GloBe Rules. EU
Member States will have to transpose the EU Pillar II Directive into their national laws and will have to apply
the Pillar II measures in respect of the fiscal years beginning on or after December 31, 2023. The Netherlands
have transposed the EU Pillar II Directive into its national legislation with effect from December 31, 2023
pursuant to the Dutch Minimum Tax Act 2024 (Wet minimumbelasting 2024).
The tax impact of the Pillar I and Pillar II rules is monitored to determine the potential effect on our
results and to ensure compliance when the legislation is effective. The impact on the Company's tax position
will depend on the changes in the level of tax results within various local jurisdiction and the potential adoptionof the legislation in the jurisdiction where the Company operates in 2024. Therefore no quantitative tax impact
on the Company's tax position is provided as per December 31, 2023.
Our tax rate is variable and depends on changes in the level of operating results within various local
jurisdictions and on changes in the applicable taxation rates of these jurisdictions, as well as changes in
estimated tax provisions due to new events. We currently receive certain tax benefits or benefit from net
operating losses cumulated in prior years in some countries, and these benefits may not be available in the future
due to changes in the local jurisdictions or credits on net operating losses being no longer available due to either
full utilization or expiration of the statute of limitations in such jurisdictions. As a result, our effective tax rate
could increase and/or our benefits from carrying forward net operating losses could affect our deferred tax assets
in certain countries in the coming years. In addition, the acquisition or divestiture of businesses in certain
jurisdictions could materially affect our effective tax rate.
We evaluate our deferred tax asset position and the need for a valuation allowance on a regular basis. The
ultimate realization of deferred tax assets is dependent upon, among other things, our ability to generate futuretaxable income that is sufficient to utilize in certain jurisdictions loss carry-forwards or tax credits before their
expiration or our ability to implement prudent and feasible tax optimization strategies. The recorded amount of
total deferred tax assets could be reduced, which could have a material adverse effect on our results ofoperations and financial position, if our estimates of projected future taxable income and benefits from available
tax strategies are reduced as a result of a change in business condition or in management’s plans or due to otherfactors, such as changes in tax laws and regulations.
We are subject to the possibility of loss contingencies arising out of tax claims, assessment of uncertain
tax positions and provisions for specifically identified income tax exposures. We are also subject to tax audits incertain jurisdictions. There can be no assurance that we will be successful in resolving potential tax claims that21

result from these audits, which could result in material adjustments in our tax positions. We record provisions on
the basis of the best current understanding; however, we could be required to record additional provisions infuture periods for amounts that cannot currently be assessed. Our failure to do so and/or the need to increase ourprovisions for such claims could have a material adverse effect on our results of operations and our financial
position.
Our operating results can vary significantly due to impairment of goodwill, other intangible assets andequity investments booked pursuant to acquisitions and the timeframe required to foster and realize synergies
thereof, joint venture agreements and the purchase of technologies and licenses from third parties, as well as toimpairment of tangible assets due to changes in the business environment. Because the market for our products
is characterized by rapidly changing technologies, significant changes in the semiconductor industry, and thepotential failure of our business initiatives, our future cash flows may not support the value of goodwill, tangible
assets and other intangibles registered in our consolidated balance sheets. See “Item 5. Operating and Financial
Review and Prospects— Critical Accounting Policies Using Significant Estimates — Impairment of goodwill”,“— Intangible assets subject to amortization” and “Item 4. Information on the Company — Property, Plants andEquipment”.
We receive public funding, and a reduction in the amount available to us or demands for repayment could
increase our costs and impact our results of operations.
We have in the past obtained public funding, primarily to support our proprietary R&D for technology
investments and investments in cooperative R&D ventures, and expect to obtain public funding in the future,mainly from EU member states (including France, Italy and Malta). The public funding we receive is subject toperiodic review by the relevant authorities and there can be no assurance that we will continue to benefit fromsuch programs at current levels or that sufficient alternative funding will be available if we lose such support. If
any of the public funding programs we participate in are curtailed or discontinued and we do not reduce therelevant R&D or other costs, this could have a material adverse effect on our business. Furthermore, to receive
public funding, we enter into agreements which require compliance with extensive regulatory requirements andset forth certain conditions relating to the funded programs. If we fail to meet the regulatory requirements orapplicable conditions, we may, under certain circumstances, be required to refund previously received amounts,
which could have a material adverse effect on our results of operations. If there are changes in the publicfunding we receive this could increase the net costs for us to, amongst others, continue investing in R&D atcurrent levels and could result in a material adverse effect on our results of operations.
A change in the landscape in public funding may also affect our business. For example, the European
Chips Act which entered into force on September 21, 2023 and is designed to bolster Europe’s competitivenessand resilience in semiconductor technologies and applications and any similar proposals in other regions, may
provide public funding towards manufacturing activities of semiconductors. It is yet to be seen whether thiswould impact the amount of public funding currently available to us for our R&D or other investments andventures, but any reduction in said funding will result in a material adverse effect on our results of operations.
Further, this may result in new or existing competitors benefiting from such funding and could also have an
impact on the competitive landscape in our industry. See “Item 4. Information on the Company — Public
Funding”.
Some of our production processes and materials are environmentally sensitive, which could expose us toliability and increase our costs due to environmental, health and safety laws and regulations or because ofdamage to the environment.
We are subject to various laws and regulations, as well as increasing focus from our stakeholders
regarding environmental, health and safety matters, including the use, storage, discharge and disposal ofchemicals, gases and other hazardous substances used in our operations. Addressing such focus fromstakeholders, as well as compliance with such laws and regulations could adversely affect our manufacturingcosts or product sales by requiring us to acquire costly equipment, materials or greenhouse gas allowances, or toincur other significant expenses in adapting our manufacturing processes or waste and emission disposal
processes. Furthermore, environmental claims or our failure to comply with present or future regulations could
result in the assessment of damages or imposition of fines against us, suspension of production or a cessation ofoperations. Failure by us to control the use of, or adequately restrict the discharge of, chemicals or hazardous
substances could subject us to future liabilities.

22

Climate change and related sustainability regulations and initiatives, including our commitment to becomecarbon neutral by 2027 on scope 1 and 2 and partially scope 3, could place additional burden on us and ouroperations.
As climate change issues become more pronounced, we may correspondingly face increased regulation
and also expectations from our stakeholders to take actions beyond existing regulatory requirements to minimize
our impact on the environment and mitigate climate change related effects. The semiconductor manufacturing
process has historically contributed to direct greenhouse gas emissions by utilizing perfluorocarbons, which maylead to new or increased regulation of such compounds. In order to address such regulation, we may be required
to adapt our production processes or purchase additional equipment or carbon offsets, leading to increased costs.
As of the end of 2023, we are on track towards our goal to become carbon neutral by 2027 on scope 1 and 2 andpartially scope 3, which includes two specific targets: compliance with the 1.5°C scenario defined at the Paris
COP21 by 2025, implying a 50% reduction of direct and indirect greenhouse gas emissions compared to 2018,
and the sourcing of 100% renewable energy by 2027 (as further explained below in “Item 4. – Environmental,
Health and Safety Matters”).
To meet these additional requirements, we will need to continue to deploy additional equipment,
introduce process changes, utilize alternative suppliers and materials, and take other similar actions, some or allof which may require us to incur additional costs which could result in a material adverse effect on our results ofoperations and our financial condition. In addition, if we fail to meet these expectations, or foster additionalsustainability initiatives, we may experience reputational risk which could impact our ability to attract and retain
customers, employees, and investors.
Further, our sites, as well as those of our partners along the supply chain, may be exposed to changing
and/or increasing physical risks resulting from climate change that are either chronic (induced by longer-term
shifts in climate patterns, such as sea level rise or constraints in the availability of water, changing temperature,
wind or precipitation patterns) or acute (event-driven such as cyclones, hurricanes or heat waves). In the context
of the transition to a lower-carbon economy, we will likely be exposed to further policy, legal, technology, andmarket transition risks. We have already seen further policy developments in this area in the form of Regulation(EU) 2020/852 of the European Parliament and of the Council of June 18, 2020 on the establishment of aframework to facilitate sustainable investment and amending Regulation (EU) 2019/2088 (the “EU Taxonomy
Regulation”), which entered into force on July 12, 2020. As a result of the EU Taxonomy Regulation, we must
disclose information on how and to what extent our activities are associated with economic activities that qualify
as environmentally sustainable. See “Item 4. Information on the Company – Environmental, Health and Safety
Matters”.
Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022
amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/
EU, as regards corporate sustainability reporting (the “CSRD”), which entered into force on January 5, 2023 andwhich will apply to our reporting as of financial year 2024, strengthens the rules regarding social andenvironmental information that is required to be reported. The CSRD seeks to provide investors and otherstakeholders with access to the information they need to assess investment risks arising from climate change andother sustainability topics. The CSRD further makes it mandatory for us to have an audit of the sustainability
information that we report on. If our disclosure metrics relating to climate change and other sustainability topics
are lower than those of our peers in the industry, this may lead to reputational risk which may lead to onward
financial repercussions such as a decrease in share price or difficulty in raising capital.
Loss of key employees and the inability to continuously recruit and retain qualified employees could hurt ourcompetitive position.
Our success depends to a significant extent upon our key executives and R&D, engineering, marketing,sales, manufacturing, support and other personnel. Our success also depends upon our ability to continue toidentify, attract, retain and motivate highly trained and skilled engineering, technical and professional personnel
in a competitive recruitment environment, as well our ability to ensure the smooth succession and continuity ofbusiness with newly hired and promoted personnel. For instance, in highly specialized areas, it may become
more difficult to retain employees.

23Our employee hiring and retention also depend on our ability to build and maintain a diverse andinclusive workplace culture and be viewed as an employer of choice. We intend to continue to devote significant
resources to recruit, train and retain qualified employees, however, we may not be able to attract, obtain andretain these employees, which may affect our growth in future years and the loss of the services of any of thesekey personnel without adequate replacement or the inability to attract new qualified personnel could have amaterial adverse effect on us.
The interests of our controlling shareholder, which is in turn indirectly controlled by the French and Italian
governments, may conflict with other investors’ interests. In addition, our controlling shareholder may sell
our existing common shares or issue financial instruments exchangeable into our common shares at any
time.
We understand that as of December 31, 2023, STMicroelectronics Holding N.V. (“ST Holding”), owned
250,704,754 shares, or approximately 27.5%, of our issued common shares. ST Holding may therefore be in aposition to effectively control the outcome of decisions submitted to the vote at our shareholders’ meetings,
including but not limited to the appointment of the members of our Managing and Supervisory Boards.
We have been informed that ST Holding’s shareholders, each of which is ultimately controlled by the
French or Italian government, are party to a shareholders agreement (the “STH Shareholders Agreement”),
which governs relations between them. We are not a party to the STH Shareholders Agreement. See “Item 7.
Major Shareholders and Related Party Transactions — Major Shareholders”. The STH Shareholders Agreement
includes provisions requiring the unanimous approval by the shareholders of ST Holding before ST Holding canvote its shares in our share capital, which may give rise to a conflict of interest between our interests andinvestors’ interests, on the one hand, and the (political) interests of ST Holding’s shareholders, on the otherhand. Our ability to issue new shares or other securities giving access to our shares may be limited by ST
Holding’s desire to maintain its shareholding at a certain level and our ability to buy back shares may be limited
by ST Holding due to a Dutch law requiring one or more shareholders acquiring 30% or more of our voting
rights to launch a tender offer for our outstanding shares.
The STH Shareholders Agreement also permits our respective French and Italian indirect shareholders to
direct ST Holding to dispose of its stake in us at any time, thereby reducing the current level of their respective
indirect interests in our common shares. Sales of our common shares or the issuance of financial instruments
exchangeable into our common shares or any announcements concerning a potential sale by ST Holding could
materially impact the market price of our common shares depending on the timing and size of such sale, market
conditions as well as a variety of other factors.
Our shareholder structure and our preference shares may deter a change of control.
We have an option agreement in place with an independent foundation, whereby the foundation canacquire preference shares in the event of actions which the board of the independent foundation determines
would be contrary to our interests, our shareholders and our other stakeholders and which in the event of acreeping acquisition or offer for our common shares are not supported by our Managing Board and Supervisory
Board. In addition, our shareholders have authorized us to issue additional capital within the limits of theauthorization by our Annual General Meeting of Shareholders (“AGM”), subject to the requirements of our
Articles of Association, without the need to seek a specific shareholder resolution for each capital increase.
Accordingly, an issue of preference shares or new shares may make it more difficult for a shareholder to obtain
control over our general meeting of shareholders. These anti-takeover provisions could substantially impede theability of our shareholders to benefit from a change in control and, as a result, may materially adversely affectthe market price of our ordinary shares and our investors’ ability to realize any potential change of control
premium. See “Item 7. Major Shareholders and Related Party Transactions — Major Shareholders — Preference
Shares”.
Any decision to reduce or discontinue paying cash dividends to our shareholders could adversely impact themarket price of our common shares.
On an annual basis, our Supervisory Board, upon the proposal of the Managing Board, may propose the
distribution of a cash dividend to the general meeting of shareholders. See “Item 8. Dividend Policy”. Any

24

reduction or discontinuance by us of the payment of cash dividends at historical levels could cause the market
price of our common shares to decline.
We are required to prepare financial statements under IFRS and we also prepare Consolidated Financial
Statements under U.S. GAAP, and such dual reporting may impair the clarity of our financial reporting.
We use U.S. GAAP as our primary set of reporting standards. Applying U.S. GAAP in our financial
reporting is designed to ensure the comparability of our results to those of our competitors, as well as thecontinuity of our reporting, thereby providing our stakeholders and potential investors with a clear
understanding of our financial performance. As we are incorporated in The Netherlands and our shares are listed
in Europe on Euronext Paris and on the Borsa Italiana, we are subject to EU regulations requiring us to also
report our results of operations and financial statements using IFRS.
As a result of the obligation to report our financial statements under IFRS, we prepare our results ofoperations using both U.S. GAAP and IFRS, which are currently not consistent. Such dual reporting canmaterially increase the complexity of our financial communications. Our financial position and results ofoperations reported in accordance with IFRS will differ from our financial position and results of operations
reported in accordance with U.S. GAAP, which could give rise to confusion in the marketplace.
There are inherent limitations on the effectiveness of our controls.
There can be no assurance that a system of internal control over financial reporting, including one
determined to be effective, will prevent or detect all misstatements. A control system, no matter how welldesigned and operated, can provide only reasonable, not absolute, assurance regarding financial statement
preparation and presentation. Projections of the results of any evaluation of the effectiveness of internal control
over financial reporting into future periods are subject to inherent risk. The relevant controls may become
inadequate due to changes in circumstances or the degree of compliance with the underlying policies orprocedures may deteriorate.
Because we are subject to the corporate law of The Netherlands, U.S. investors might have more difficulty
protecting their interests in a court of law or otherwise than if we were a U.S. company.
Our corporate affairs are governed by our Articles of Association and by the laws governing corporations
incorporated in The Netherlands. The rights of our investors and the responsibilities of members of ourManaging and Supervisory Boards under Dutch law are not as clearly established as under the rules of some
U.S. jurisdictions. Therefore, U.S. investors may have more difficulty in protecting their interests in the face ofactions by our management, members of our Managing and Supervisory Boards or our controlling shareholders
than U.S. investors would have if we were incorporated in the United States.
Our executive offices and a substantial portion of our assets are located outside the United States. In
addition, ST Holding and most members of our Managing and Supervisory Boards are residents of jurisdictions
other than the United States. As a result, it may be difficult or impossible for shareholders to effect service
within the United States upon us, ST Holding, or members of our Managing or Supervisory Boards. It may also
be difficult or impossible for shareholders to enforce outside the United States judgments obtained against such
persons in U.S. courts, or to enforce in U.S. courts judgments obtained against such persons in courts injurisdictions outside the United States. This could be true in any legal action, including actions predicated upon
the civil liability provisions of U.S. securities laws. In addition, it may be difficult or impossible forshareholders to enforce, in original actions brought in courts in jurisdictions located outside the United States,rights predicated upon U.S. securities laws.
We have been advised by Dutch counsel that the United States and The Netherlands do not currently havea treaty providing for reciprocal recognition and enforcement of judgments (other than arbitration awards) incivil and commercial matters. With respect to choice of court agreements in civil or commercial matters, it isnoted that the Hague Convention on Choice of Court Agreements entered into force in The Netherlands, but has
not entered into force in the United States. As a consequence, a final judgment for the payment of money
rendered by any federal or state court in the United States based on civil liability, whether or not predicatedsolely upon the federal securities laws of the United States, will not be enforceable in The Netherlands.

25However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in
The Netherlands, such party may submit to The Netherlands court the final judgment that has been rendered in
the United States. If The Netherlands court finds that the jurisdiction of the federal or state court in the UnitedStates has been based on grounds that are internationally acceptable and that proper legal procedures that are inaccordance with the Dutch standards of proper administration of justice including sufficient safeguards(behoorlijke rechtspleging) have been observed, the court in The Netherlands would, under current practice, in
principle give binding effect to the final judgment that has been rendered in the United States unless such
judgment contradicts The Netherlands’ public policy and provided that the judgment by the foreign court is notincompatible with a decision rendered between the same parties by a Dutch court, or with a previous decision
rendered between the same parties by a foreign court in a dispute that concerns the same subject and is based on
the same cause, provided that the previous decision qualifies for acknowledgment in The Netherlands. Even if
such a foreign judgment is given binding effect, a claim based thereon may, however, still be rejected if theforeign judgment is not or no longer formally enforceable.
Item 4.

Information on the Company

History and Development of the Company
STMicroelectronics N.V. was formed and incorporated in 1987 as a result of the combination of thesemiconductor business of SGS Microelettronica (then owned by Società Finanziaria Telefonica (S.T.E.T.), an
Italian corporation) and the non-military business of Thomson Semiconducteurs (then owned by the former
Thomson-CSF, now Thales, a French corporation). We completed our initial public offering in December 1994
with simultaneous listings on the Bourse de Paris (now known as “Euronext Paris”) and the New York Stock
Exchange (“NYSE”). In 1998, we also listed our shares on the Borsa Italiana S.p.A. (“Borsa Italiana”).
We operated as SGS-Thomson Microelectronics N.V. until May 1998, when we changed our name to
STMicroelectronics N.V. We are organized under the laws of The Netherlands, with our corporate legal seat inAmsterdam, The Netherlands, and our head offices at WTC Schiphol Airport, Schiphol Boulevard 265, 1118
BH Schiphol, The Netherlands. Our telephone number there is +31-20-654-3210. Our headquarters andoperational offices are managed through our wholly owned subsidiary, STMicroelectronics International N.V.,
and are located at 39 Chemin du Champ des Filles, 1228 Plan-Les-Ouates, Geneva, Switzerland. Our main
telephone number there is +41-22-929-2929. Our agent for service of process in the United States related to our
registration under the U.S. Securities Exchange Act of 1934, as amended, is Corporation Service Company(CSC), 80 State Street, Albany, New York, 12207. Our operations are also conducted through our various
subsidiaries, which are organized and operated according to the laws of their country of incorporation, andconsolidated by STMicroelectronics N.V.
Business Overview
We are a global semiconductor company that designs, develops, manufactures and markets a broad rangeof products used in a wide variety of applications for the four end-markets we address: automotive, industrial,
personal electronics and communications equipment, computers and peripherals. For the automotive andindustrial markets we address a wide customer base, particularly in industrial, with a broad and deep productportfolio. In personal electronics and communications equipment, computers and peripherals we have a selective
approach both in terms of the customers we serve, as well as in the technologies and products we offer, whileleveraging our broad portfolio to address high-volume applications.
Our diverse product portfolio includes discrete and general purpose components, application-specificintegrated circuits (“ASICs”), full-custom devices and semi-custom devices and application-specific standard
products (“ASSPs”) for analog, digital and mixed-signal applications. It benefits from a unique, strong
foundation of proprietary and differentiated leading-edge technologies. We use all of the prevalent functionoriented process technologies, including complementary metal-on silicon oxide semiconductors (“CMOS”),
bipolar and non-volatile memory technologies. In addition, by combining basic processes, we have developed
advanced systems-oriented technologies that enable us to produce differentiated and application-specificproducts, including fully depleted silicon-on-insulator (“FD-SOI”) technology offering superior performanceand power efficiency compared to bulk CMOS, bipolar CMOS (“Bi-CMOS”) and radio frequency silicon-oninsulator (“RF-SOI”) for mixed-signal and high-frequency applications, as well as a combination of Bipolar,
CMOS and DMOS (“BCD”), vertically integrated power (“VIPower”), and intelligent integrated gallium-nitride(STI2GaN) technologies for smart power applications, Power MOSFET, silicon carbide (“SiC”) and gallium-

26

nitride (“GaN”) for high-efficiency systems, Micro-Electro-Mechanical Systems (“MEMS”) technologies forsensors and actuators, embedded memory technologies for our microcontrollers and differentiated opticalsensing technologies for our optical sensing solutions. For our 2023 Results of Operations, see “Item 5.
Operating and Financial Review and Prospects — Results of Operations — Segment Information”.
Strategy
We have over 50,000 creators and makers of semiconductor technologies mastering the semiconductor
supply chain with state-of-the-art manufacturing facilities. As an integrated device manufacturer, we work withmore 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 committed to achieving our goal to become carbon
neutral on scope 1 and scope 2 and partially on scope 3 by 2027.
Our strategy focuses on long-term value creation for the Company and its affiliated enterprises and takes
into account the short-, medium- and longer-term evolution of the markets we serve and the environment andopportunities we see. It stems from key long-term enablers: Smart Mobility, where we provide innovative
solutions to help car manufacturers make driving safer, greener and more connected; Power & Energy: ourtechnology and solutions enable industries to increase energy efficiency and support the use of renewable energy
and cloud-connected autonomous things; which transform our lives and the objects we use with smart,connected devices for personal, business and industrial applications.
We are focused on application areas which are expected to experience solid growth rates driven by broad,long-term trends in electronic systems. These trends require enablers such as autonomous systems, robotics,
securely connected machines and personal devices, digitalization and electrification of automobiles andinfrastructure, advanced communications equipment and networks and more power efficient systems. These
enablers drive in turn the demand for the electronic components we develop and manufacture.
Product Information
Semiconductors are electronic components that serve as the building blocks inside electronic systems andequipment. Semiconductors, generally known as “chips” combine multiple transistors on a single piece ofmaterial to form a complete electronic circuit. With our portfolio of semiconductor products, we serve customers
across the spectrum of electronics applications with innovative solutions.
We have a portfolio of power products and analog products, including sensors, signal channel devices andoutput power stages - discrete and/or integrated - as well as complete power management blocks. Our analog
products, including both general purpose and application specific, can fulfill the needs of a wide range ofdesigns and systems.
We also have digital products that are at the heart of electronics systems, including microcontrollers andmicroprocessors, ASICs and optical sensing solutions. Our full set of microcontrollers and microprocessors
includes one of the industry’s broadest ranges of general-purpose devices serving all market segments,
microprocessors addressing the industrial market, secure microcontrollers for mobile devices, wearables,banking, identification, industrial, automotive and Internet of Things (“IoT”) markets and a series of embedded
processing solutions for our strategic end-markets (automotive, industrial, personal electronics andcommunications equipment, computers and peripherals).
We are one of the leading suppliers and innovators in the domain of semiconductor devices dedicated toautomotive applications. We have a portfolio spanning complex power train, audio and infotainment devices andbody and convenience dedicated and standard functions as well as a broad offering of components for advanced
driver assistance systems (“ADAS”), dedicated automotive microcontrollers, MEMS automotive sensors andpower drivers, including SiC and GaN devices for hybrid and electric cars. The products designed andmanufactured specifically for automotive applications are complemented by a large range of “automotive grade”
standard products, both tested and guaranteed to perform under stringent automotive environmental conditions.
On top of the product design R&D spending, our principal investment and resource allocation decisions
in the semiconductor business area are for expenditures on technology R&D as well as capital investments in27

front-end and back-end manufacturing facilities, which are planned at the corporate level; therefore, our productgroups share common R&D for process technology and manufacturing capacity for some of their products.
As of December 31, 2023, our reportable segments were as follows:•

Automotive and Discrete Group (“ADG”), comprised of dedicated automotive integrated circuits(“ICs”), and discrete and power transistor products.

•

Analog, MEMS and Sensors Group (“AMS”), comprised of analog, smart power, MEMS sensors andactuators, and optical sensing solutions.

•

Microcontrollers and Digital ICs Group (“MDG”), comprised of general-purpose microcontrollers andmicroprocessors, connected security products (e.g. embedded secured elements and NFC readers),
memories (e.g. serial and page EEPROM) and RF and Communications products.

In the first quarter of 2024, we announced that we are re-organizing our product groups and reportablesegments to further accelerate our time-to-market and speed of product development innovation and efficiency.
Effective as of February 5, 2024, we have moved from three product groups and three reportable segments(ADG, AMS and MDG), to two product groups and four reportable segments (the “Product Group
Reorganization”), as follows:•

Analog, Power & Discrete, MEMS and Sensors, led by Marco Cassis, ST President and member of the
Executive Committee, including two reportable segments (Analog Products, MEMS and Sensors andPower and Discrete Products; and•Microcontrollers, Digital ICs and RF products, led by Remi El-Ouazzane, ST President and member ofthe Executive Committee, including two reportable segments (Microcontrollers, and Digital ICs and RF
Products.

Below is a description of our main categories of products as of December 31, 2023.
Automotive and Discrete Group (ADG)
Dedicated Automotive ICs
We are a top automotive semiconductor vendor supplying innovative solutions to the automotive industry
worldwide. We combine an unparalleled platform of advanced technologies with an unswerving commitment toquality, and a thorough understanding of the automotive market gained through close collaboration with leading
customers. Our automotive-solutions portfolio is enabling the electrification and digitalization of the car andcovers all key application areas including Powertrain, Chassis, Safety and Security, including ADAS, Body
Electronics, Telematics & Infotainment and Connectivity.
For Powertrain, we provide silicon solutions for the full range of engine-management systems: frommotorbikes and scooters to the most advanced drive-by-wire solutions. We continue to work closely with major
automotive OEMs, as we have for decades, to reduce fuel consumption and CO2 emission via advanced
technologies such as Variable Valve Timing and Gasoline Direct Injection and Battery Management for hybrid
and full electric cars. Thanks to the cooperation with certain leading car makers, our microcontrollers are
currently in the electrical engines of leading hybrid and electric cars. The first automotive microcontrollers tofeature multiple Arm® Cortex®-R52 cores with on-chip non-volatile memory for safe, real-time performance,
our Stellar microcontrollers provide advanced connectivity and security features to support the transition toservice-oriented automotive system architectures.
For chassis applications, we provide a broad range of solutions to increase vehicle-occupant safety,
including devices for airbags, anti-lock brakes, traction control, electric power steering and active suspension
systems. We are a leading supplier of chips for automotive airbags and anti-lock braking systems, whichcurrently represent the largest portion of automotive safety electronics.

28

We are a leading player in ADAS that help avoid or minimize the severity of traffic accidents. We
manufacture leading-edge products for vision and radar (both short range 24 GHz and long range 77 GHz) based
systems that assist the driver with capabilities such as lane-departure warning, forward-collision warning, vision/
radar fusion and pedestrian detection including specific modular solutions for the mass market. We produce
vision based ADAS solutions fully compliant with level 2+ and level 3 autonomous systems and we areprototyping ASICs fully compliant with level 4 autonomous systems. In conjunction with partners, we also
produce V2X (vehicle to vehicle and vehicle to infrastructure) connectivity solution, and we are working on
solutions to grant full connectivity using multiple channels such as Wi-Fi, radar and GNSS.
Today’s car body electronics involve a myriad of inter-networked electronic systems, from dome anddoor-zone controls, HVAC (heating, ventilation, and air-conditioning) systems, and seat controls to wiper andlighting controls. The penetration of electronics in the car is increasing, as are the requirements for improved
reliability and diagnostic capabilities. We address the concept of the “smart” junction box, which is anintelligent power and switching center for the vehicle that integrates functions and features from exterior andcabin lighting to wipers, with a comprehensive architecture that consists of upgradable hardware and softwaremodules. With our proprietary VIPower silicon technology and thorough application knowledge, we havebecome a market leader in automotive lighting electronics, offering solutions for both exterior and interior
lighting, from incandescent bulbs to LED- or HID-based systems.
Our car infotainment and telematics portfolio includes complete turnkey solutions for digital radio,
navigation and telematics, and wireless connectivity in the car. We have leveraged our experience of more than
30 years to lead in digital radio. We produce all of the semiconductor components for car radios — from thetuner through the baseband to multimedia processing and playback. Our car-radio systems are optimized forharsh reception environments and minimized power consumption. Our portfolio of products for navigation also
includes a family of System-on-Chip solutions capable of receiving signals from multiple satellite navigation
systems to improve user position accuracy and navigation in poor satellite visibility conditions, such as in urban
canyons.
Discrete and Power Transistor
Discrete and power transistors families include both power products and protection devices serving ourstrategic end markets (automotive, industrial, personal electronics and communications equipment, computersand peripherals).
Leading-edge power technologies for both high-voltage and low-voltage applications combined with a full
package range and innovative die bonding technologies exemplify our innovation in power transistors. Our
portfolio includes silicon MOSFETs ranging from 12 to 1700 V, SiC MOSFETs from 650 to 2200 V featuring
the industry’s highest temperature rating of 200°C, IGBTs with breakdown voltages ranging from 300 to 1700 V
and a wide range of power bipolar transistors. We are expanding our offering based on wide bandgap materials
with a full range of GaN-based power device solutions targeting a wide variety of applications. Our portfolio ofprotection devices supports all industry requirements for electrical overstress and electrostatic surge protection,lightning surge protection and automotive protection. Our protection devices have passed all certifications,
meeting or exceeding international protection standards for electrical hazards on electronics boards found in the
demanding automotive, industrial, personal electronics and communications equipment, computers andperipherals.
Analog, MEMS and Sensors Group (AMS)
Analog, Smart Power, Touch Screen Controllers
We develop a broad range of innovative power, smart power and analog ICs, to serve markets such as
those relating to smart grid, cloud computing, automation, personal electronics and power conversion. These
product families include Industrial ASICs and ASSPs, covering motion control, power and energy management
and factory automation, General Purpose Analog Products, which includes high end analog front-end products
as well as standard interfaces and Custom Analog ICs, mainly power management ICs for data storage, servers
and portable power management devices. In 2023, we further deployed wireless charging solutions and enlarged
our offering to cover low to high power products and across personal electronics applications from smartphones
to wearables and industrial battery management enabling fast charging applications. We also expanded our29presence in the automotive and industrial markets with our Galvanic Isolated Gate Drivers (also known as
STGAP Family).
We also develop a comprehensive range of operational amplifiers (both low-voltage and high-voltage),comparators and current-sense amplifiers. In addition to our portfolio of mainstream operational amplifiers andcomparators, we offer specific products for healthcare, industrial, and automotive applications, as well as arange of high-performance products specifically designed to meet the strict requirements of the wearable market.
In 2023, we introduced further devices in our MasterGaN® family and the new ViperGaN family,
integrating a silicon driver and GaN power transistors in a single package. Our connectivity ICs range fromwireline to wireless solutions. We optimize our products for reliability of the communication channel and low
power consumption. For wireline communication, we offer a complete family of transceivers compatible withdifferent protocol standards used in the industry (PRIME, Meters and More, IEC 61334-5-1, CAN and others).
Our FingerTip family of Touch Screen Controllers provides true multi-touch capability, supporting
unlimited simultaneous touches, and it is optimized for the extreme low power consumption. FingerTip alsoenhances multi-touch actions such as pinch-to-zoom, supports stylus operations and is compatible with both flatand curved display panel.
MEMS Sensors and Actuators
Our MEMS portfolio includes both Sensors and Actuators. We sell our MEMS products in a broad range
of application fields, including smartphones, personal devices, computers, automotive, industrial, healthcare and
IoT.
MEMS Sensors include Motion MEMS (accelerometers, gyroscopes, magnetic sensors), Environmental
Sensors (pressure, humidity and temperature) and Microphones. We offer a unique sensor portfolio, fromdiscrete to fully-integrated solutions, high performance sensor fusion to improve the accuracy of multi-axis
sensor systems in order to enable highly-demanding applications, such as indoor navigation and location-based
services, optical image stabilization and high-level quality products. Our latest range of smart sensors includes
machine learning and edge AI processing capabilities built into the sensor.
MEMS actuators include: (i) Thermal and Piezoelectric Actuators for 2D and 3D Printing in Consumer,
Commercial and Industrial market applications; (ii) Piezoelectric Actuators for applications such as smartphone
camera auto focus and MEMS loudspeakers; and (iii) Piezoelectric, Electrostatic and Electromagnetic Actuatorsfor emerging VR/AR applications such as our MEMS ScanAR technology, ultra-low power depth cameras and
LIDAR Systems for assisted Smart Driving.
Optical Sensing Solutions
We also have a broad portfolio of optical sensing solutions based on our proprietary differentiatedtechnologies such as FlightSense, addressing various markets, and in particular the fast growing 3D sensing
consumer and automotive applications such as in-cabin monitoring and occupant detection. Our optical sensing
solutions are composed of both specialized components developed for dedicated customers’ systems; and full
optical sense and illumination system solutions targeting multiple customers.
Microcontrollers and Digital ICs Group (MDG)
Microcontrollers & Microprocessors
Our general purpose microcontroller product portfolio largely contains families of products based on 32bit ARM®-based Cortex®-M0, -M0+, -M3, -M4, and M33 with the ARM® TrustZone®. The STM32U5, forsecure & Ultra-Low-Power applications for the mass market, based on the Cortex®-M33 with the ARM®
TrustZone® received level 3 Platform Security Architecture and Security Evaluation Standard for IOT Platformsecurity certifications, taking IOT cyber-protection to the next level.
For each product family, a broad selection of features is available with respect to microcontroller
performance, ultra-low-power, memory size, peripherals, and packaging. Numerous dedicated families include30

features such as our TouchGFX advanced 3D graphics, dedicated peripherals for industrial motor controls,
security features, and low-power wireless connectivity.
Our microprocessors product line targeting the industrial market is based on 32-bit ARM®-based®
Cortex®-A7 Core, complemented by an integrated Cortex®-M4 and a dedicated Linux distribution.
The STM32 family based on the ARM® Cortex®-M and -A processors are designed to offer significant
degrees of freedom to microcontroller and microprocessors users. The product range combines very highperformance, real-time capabilities, digital signal processing, and low-power, low-voltage operation, while
maintaining full integration and ease of development. We offer an unparalleled range of STM32 devices,
accompanied by a vast choice of tools and software including support for Industrial Safety Standard IEC 61508
SIL2/3, Human Machine Interface. Our dedicated STM32 Cube-AI toolbox for Artificial Intelligence includes
Machine learning and neural networks. This comprehensive portfolio makes our STM32 an ideal choice forenabling ever smarter objects for an increasingly broad range of applications.
In 2023, we continued to strengthen our STM32 microcontroller ecosystem with various releases andupdates of STM32Cube, STM32Cube.AI, NanoEdge AI Studio, CubeMX, TouchGFX and MCU Edge-AI
Developer Cloud. Together with Microsoft, we developed a highly secure Azure IoT cloud reference
implementation embedding the STM32U5, Microsoft Azure RTOS and the STSAFE-A110 secure element.
Together with Amazon Web Services, we also developed a new secure AWS FreeRTOS-qualified reference
implementation embedding the STM32U5 and the STSAFE-A110 secure element.
Secure Microcontrollers
We offer leading products for secure applications in traditional smartcard applications and embedded
security applications. Throughout our 30+ year presence in the smartcard security industry, we have supplied themarket’s most advanced technologies and solutions, with a continuous focus on innovation and the highest
levels of security certification. Our expertise in security is key to our leadership in the mobile communications,banking, digital identity, IoT security, pay-TV and transport fields. We are the leading supplier for theEmbedded SIM market and we are scaling-up in secure mobile transactions using Near Field Communication(“NFC”) for mobile phones, trusted computing, brand protection and security for IoT devices. Our secure
microcontroller product portfolio offers compliance with the latest security standards up to Common Criteria
EAL6+, ICAO, and TCG1.2. Our secure microcontrollers cover a complete range of interfaces for both contact
and contactless communication, including ISO 7816, ISO 14443 Type A & B, NFC, USB, SPI and I²C.
Our secure-microcontroller platforms rely on a highly secure architecture combined with leading-edge
CPUs, such as ARM®’s SC300 and SC000, and our proprietary advanced embedded non-volatile memory
technologies such as 40 nm embedded Flash and 80 nm embedded EEPROM technologies.
Memories
Our wide range of small density serial non-volatile memories has among the highest industry
performance. The serial EEPROM family ranges from 1 Kbit to 32 Mbits and offers the most common serialinterfaces to facilitate adoption: I²C, SPI and Microwire. Our wide range of products are also automotive
compliant. Very small package options are available for applications where space is critical, such as in camera
modules for consumer and mobile devices.
We offer RF memory and transceiver products that are key for logistic and retail applications and are
based on the industry standard for short range High-Frequency RFID ISO 14443 and 15693. The products arecompatible with all NFC technology standards, as defined by the NFC Forum, where ST plays a key role,
including the latest NFC type 5. We offer one of the most comprehensive portfolios, which includes NFC/RFID
readers, Dynamic NFC/RFID tags, also known as Dual Interface NFC/RFID tags, and Standalone NFC/RFID
tags. We also offer RFID Readers operating in the UHF bands for longer range logistics operation.
RF Communications and ASICs
We offer RF, digital and mixed-signal ASICs, which are based on our proprietary FD-SOI, RF-SOI, andSiGe technologies, as well as foundry-based FinFET technologies, for satellite communications (satellites,
ground stations, user antennas and terminals) as well as networking infrastructure.

31

We also use our proprietary FD-SOI, RF-SOI, and SiGe technologies to provide RF and mmWave
components, based on our know-how in analog and digital beamforming design techniques, to address Massive
MIMO Antenna Architectures.
Our unique combination of differentiated Silicon technologies and design expertise is particularly
pertinent to address the markets for satellite constellations and user terminals, 5G infrastructure RF Front-End,and transceivers for very-short-range ultra-low-power 60 GHz multi-Gigabit/second links.
Alliances with Customers and Industry Partnerships
We believe that customer alliances and industry partnerships are critical to our success in thesemiconductor market. Customer alliances provide us with valuable systems and application know-how andaccess to markets for key products, while enabling our customers to gain access to our technologies andmanufacturing infrastructure. We are actively working to expand the number of our customer alliances, targeting
key global OEMs as well as emerging, innovative customers and partners around the globe.
From time to time we collaborate with other semiconductor industry companies, research organizations,
universities, customers, experts and suppliers to further our R&D efforts. Such collaboration provides us with anumber of important benefits, including acquisition of technical know-how, access to additional production
capacities, sharing of costs and reductions in our own capital requirements.
Customers and Applications
We design, develop, manufacture and market thousands of products which we sell to over 200,000
customers. We emphasize a broad and balanced product portfolio, in the applications and regional markets weserve, which helps foster closer, strategic relationships with customers. Our major customers include Apple,
Bosch, Continental, HP, Huawei, Hyundai Motor, Mobileye, Samsung, SpaceX and Tesla. This broad productbreadth provides opportunities to enable application solutions and to supply such customers’ requirements for all
their product and technology needs. We also sell our products through our distribution channel.
In Automotive, we have identified a significant evolution of the relationship with customers. Historically,
semiconductor companies addressed the needs of carmakers mostly through tier-1 and/or tier-2 automotive
industry suppliers with whom we work closely. In recent years there has been an accelerated transformation of
the automotive industry driven by the electrification and the digitalization of vehicles, significantly increasing
the amount and complexity of semiconductor products in vehicles. As a result, and following further from the
supply chain challenges which arose during and after the COVID-19 pandemic, carmakers are taking a more
direct role in the decision making and control of both the semiconductor strategy and supply for their vehicles.
Carmakers now have a more direct relationship with companies such as ours, notably playing a more active rolein defining the specific solutions they require, as well as in certain instances engaging in direct co-operationagreements, including multi-year agreements to secure capacity corridors. We are committed to playing a majorrole in these new business models and we see multiple opportunities for co-operation with carmakers in thisarea, while also continuing to build on our co-operation with tier-1 and tier-2 automotive industry suppliers.
Sales, Marketing and Distribution
Our sales and marketing is organized by a combination of regional and key account coverage with theprimary objective of accelerating sales growth and gaining market share. Emphasis is placed on strengthening
the development of our global and major local accounts; boosting demand creation through an enhanced focus
on geographical and key account coverage with strong technical and application expertise, supported in the mass
market by our distribution channel and local initiatives; and establishing regional sales and marketing teams thatare fully aligned with our strategic end-markets: automotive, industrial, personal electronics andcommunications equipment, computers and peripherals.
We have four regional sales organizations reporting to a global head of Sales & Marketing: Americas,
APeC (Asia Pacific excluding China), China and EMEA (Europe, Middle-East and Africa). Our regional salesorganizations have a similar structure to enhance global coordination and go-to-market activities. The sales andmarketing teams are strongly focused on profitable revenue growth and business performance as well as on
fostering demand creation, expanding the customer base, maximizing market share, developing new product-32

roadmaps and providing the best technical and application support in the field for our customers. The sales andmarketing activities are supported by sales engineers, system marketing, product marketing, application labs,
competence centers, field application engineers and quality engineers.
In the first quarter of 2024, we announced that we will complement the existing Sales & Marketing organization
by implementing a new application-specific marketing organization by segment, offering customers end-to-end
system solutions based on our product and technology portfolio, covering the following four end markets:

•
•
•
•

Automotive;
Industrial Power and Energy;
Industrial Automation, IoT and AI; andPersonal Electronics, Communication Equipment and Computer Peripherals.

The current regional Sales & Marketing organization will remain unchanged.
We engage distributors and sales representatives to distribute and promote our products around the world.
Typically, distributors handle a wide variety of products, including those that compete with ours. Our
distributors have a dual role, in that they assist in fulfilling the demand of our customers by servicing theirorders, while also supporting the creation of product demand and business development. Most of our sales to
distributors are made under specific agreements allowing for price protection and stock rotation for unsold
merchandise. Sales representatives, on the other hand, generally do not offer products that compete directly with
our products, but may carry complementary items manufactured by others.
At the request of certain customers, we also sell and deliver our products to electronics manufacturingservices (“EMS”) companies, which, on a contractual basis with our customers, incorporate our products into
the application specific products they manufacture for our customers. We also sell products to original design
manufacturers (“ODM”). ODMs manufacture products for our customers much like EMS companies do, butthey also design applications for our customers, and in doing so themselves select the products and suppliers thatthey wish to purchase from. In furtherance of our strong commitment to quality, our sales organizations include
personnel dedicated to close monitoring and resolution of quality-related issues. For a breakdown of net
revenues by segment and geographic region for the last three fiscal years, see “Item 5. Operating and Financial
Review and Prospects”.
Research and Development
We believe that market driven R&D based on leading-edge products and technologies is critical to our
success. We devote significant effort to R&D because we believe such investment can be leveraged into
competitive advantages: about 18% of our employees work in R&D on product design/development andtechnology and, in 2023, we spent approximately 12.2% of our net revenues on R&D.
New developments in semiconductor technology can make end products significantly cheaper, smaller,
faster, more reliable and embedded than their predecessors, with differentiated functionalities. They can enablesignificant value creation opportunities with their timely appearance on the market. Our innovations insemiconductor technology as well as in hardware and software contribute to the creation of successful productsthat generate value for us and our customers. Our complete design platforms, including a large selection of IP
and silicon-proven models and design rules, enable the fast development of products designed to meet customer
expectations in terms of reliability, quality, competitiveness in price and time-to-market. Through our R&D
efforts, we contribute to making our customers’ products more efficient, more appealing, more reliable andsafer.
Our technology R&D strategy is based on the development of differentiated technologies, allowing for aunique offer in terms of new products and enabling new applications opportunities. We draw on a rich pool ofchip fabrication technologies, including advanced CMOS, FD-SOI, RF-SOI, optical sensing, embedded nonvolatile memories, mixed-signal, analog, MEMS, smart power, SiC and GaN processes. This is well embedded
in our strong packaging technologies portfolio such as high pin count BGA, wafer level packaging, highly
integrated sensor packages and leadframe package power products. We combine both front-end and back-end
manufacturing and technology R&D under the same organization to ensure a smooth flow of information33

between our R&D and manufacturing organizations. We leverage significant synergies and shared activities
between our product groups to cross-fertilize them. We also use silicon foundries, especially for advanced
CMOS beyond the 18 nm node that we do not plan to manufacture nor develop internally.
We have advanced R&D and innovation centers which offer us a significant advantage in quickly andcost effectively introducing products. Furthermore, we have established a strong culture of partnerships andthrough the years have created a network of strategic collaborations with key customers, suppliers, competitors,
and leading universities and research institutes around the world. See “Item 4. Information on the Company —Alliances with Customers and Industry Partnerships”. We also play leadership roles in numerous projects
running under the European Union’s IST (Information Society Technologies) programs. We also participate incertain R&D programs established by the EU, individual countries and local authorities in Europe (primarily inFrance and Italy). See “Item 4. Information on the Company — Public Funding”.
The total amount of our R&D expenses in the past three fiscal years was $2,100 million, $1,901 million
and $1,723 million in 2023, 2022 and 2021, respectively. For more information on our R&D expenses, see“Item 5. Operating and Financial Review and Prospects — Results of Operations — Research and Development
Expenses”.

34Property, Plants and Equipment
We are an integrated device manufacturer with the ability to control and optimize the value chain, fromsemiconductor process development, chip design, testing and validation, wafer fabrication, to assembly, testing,and delivery to our customers. At our Company, manufacturing is based on our owned and operated facilities in
EMEA and in Asia, complemented by outsourcing in both front-end and back-end processes. This enables us toprovide customers with an independent, flexible and robust manufacturing and supply chain, which aids in our
success. In addition, our proprietary semiconductor process technologies highlighted above enable productdifferentiation. We believe that the combination of these two aspects represent a differentiating factor for our
Company as compared to fabless semiconductor companies and semiconductor foundries.
We currently operate 14 main manufacturing sites around the world. The table below sets forth certain
information with respect to our current manufacturing facilities, products and technologies. Front-end
manufacturing facilities are fabs and back-end facilities are assembly, packaging and final testing plants.

35

Location(1)Front-end facilities
Agrate, Italy(2)Products

Technologies

Application-specific, MEMS, Smart Powerand analog ICs

Fab 1: 200mm, BCD and MEMS
Fab 2: 200mm, advanced BCD and
Integrated GaN Power ICs
Fab 3: 300mm, Analog CMOS, BCD, andembedded non-volatile memories

Ang Mo Kio, Singapore

Application-specific, analog, commodity,
MEMS, microcontrollers, non-volatilememories and power transistors

Fab 1: 150mm, BCD, Bi-CMOS, Bipolar,
CMOS logic, EEPROM, MEMS,
Microfluidics, Power metal-on siliconoxide semiconductor process technology(“MOS”) and SiC power devices
Fab 2: 200mm, advanced BCD, BCD,EEPROM, embedded non-volatilememories, Power MOS and VIPpowerTM

Catania, Italy(3)Application-specific, power transistors andSmart Power and analog ICs

Fab 1: 150mm, SiC power devices and RFGaN
Fab 2: 200mm, advanced BCD, Power
MOS, SiC power devices and VIPpowerTM

Crolles, France(4)Application-specific, optical sensors,leading edge logic and non-volatilememories and microcontrollers

Norrköping, Sweden

Industrialization, Research anddevelopment and SiC substrate

Fab 1: 200mm, Analog/RF, CMOS, BiCMOS and Optical Sensing
Fab 2: 300mm, Analog/RF, Bi-CMOS,
Bulk CMOS, embedded non-volatilememories, FD-SOI advanced CMOS and
Optical Sensing
SiC 150mm and 200mm wafers; N+ doped
and Semi Insulated

Rousset, France

Application-specific and Standard andsecure microcontrollers

Fab: 200mm, Analog/RF, BiCMOS
EEPROM, embedded non-volatilememories and CMOS

Tours, France

ASDTM power transistors, diodes,
IPADTM and Protection thyristors

Fab 1: 150mm, Power Schottky diodes
and Triacs
Fab 2: 200mm IPD, Power GaN andrectifiers

Discrete and standard, micro modules,
power and power module, RF andsubsystems

Micromodules, Power, Power Automotive
and SOIC

Calamba, Philippines

Application-specific and standard, MEMS

Ball and Land Grid Array, Optical Sensors
Module, Micromodules and QFN

Kirkop, Malta

Application-specific, MEMS,
microcontrollers

Ball and Land Grid Array, FC Ball Grid
Array and QFPMarcianise, Italy

Secure microcontrollers and smartcards

Muar, Malaysia

Application-specific and standard,
microcontrollers

Reel-to-reel secure device provisioning
and smartcards and issuance technology
Ball Grid Array, Power Automotive, QFP
and SOIC

Application specificRad-hard technologies

Application-specific and standard,
discrete, Non-volatile memories, opticalpackages, power and power module

Optical Sensors, Power, Power
Automotive, Power Modules and SOIC

Back-end facilities
Bouskoura, Morocco

Rennes, France(5)

Shenzhen, China_______________(1)
This table does not include the new 200mm silicon carbide device manufacturing joint venture with Sanan Optoelectronics inChongqing, China, which we are currently building as we announced on June 7 2023. See “Item 5. Operating and Financial Review
and Prospects - Financial outlook: Capital Investment” and Notes 7, 10 and 12 of the Consolidated Financial Statements.
(2)
Fab 3 is currently shared between the Company and Tower Semiconductor.
(3)
We are currently building a new integrated Silicon Carbide (SiC) substrate manufacturing facility for the production in volume of
200mm SiC epitaxial substrates, to support the increasing demand from our customers for SiC devices across automotive andindustrial applications. Certain operations have also started in December 2023. The investment of €730 million over five years will
benefit from a financial support of up to €292.5 million through the Italian Recovery and Resilience Plan.
(4)
We are in the process of building a new, jointly-operated 300mm semiconductor manufacturing facility with GlobalFoundries Inc,
following the approval received from the European Commission. This project represents an overall projected cost of €7.5 billion ofcapital expenditure, maintenance and ancillary costs and will benefit from significant financial support of up to roughly €2.9 billion
from the State of France in line with the objectives set out in the European Chips Act.

36

(5)

Jointly owned with SHIC, a subsidiary of Shenzhen Electronics Group.

At December 31, 2023, our front-end facilities had a total maximum capacity of approximately 140,000
wafer starts per week (200mm equivalent). The number of wafer starts per week varies from facility to facility
and from period to period as a result of changes in product mix.
We own all of our manufacturing facilities, but certain facilities (Muar, Malaysia; Shenzhen, China;
Kirkop, Malta; and Toa Payoh and Ang Mo Kio, Singapore) are built on land subject to long-term leases.
We have historically subcontracted a portion of total manufacturing volumes to external suppliers. In
2023, we subcontracted approximately 20% of the value of our total silicon production to external foundries.
Our plan is to continue sourcing silicon from external foundries to give us flexibility in supporting our growth.
At December 31, 2023, we had approximately $1,899 million in outstanding orders for purchases ofequipment (certain of which are subject to cancellation or amendment in accordance with their terms) and otherassets for delivery in 2024. In 2023, our capital expenditure payments, net of proceeds from sales, capital grants
and other contributions, was $4,111 million compared to $3,524 million in 2022. In the 2021-2023 period theratio of capital expenditure payments, net of proceeds from sales, capital grants and other contributions to net
revenues was about 20%. For more information, see “Item 5. Operating and Financial Review and Prospects —Financial Outlook: Capital Investment”.
Intellectual Property (IP)Our success depends in part on our ability to obtain patents, licenses and other IP rights to protect our
proprietary technologies and processes. IP rights that apply to our various products include patents, copyrights,
trade secrets, trademarks and mask work rights. We currently own approximately 20,000 patents and pending
patent applications.
We believe that our IP represents valuable assets. We rely on various intellectual property laws,
confidentiality procedures and contractual provisions to protect our IP assets and enforce our IP rights. To
optimize the value of our IP assets, we have engaged in licensing our design technology and other IP, including
patents, when consistent with our competitive position and our customers’ interests. We have also entered into
broad-scope cross-licenses and other agreements which enable us to design, manufacture and sell semiconductor
products using the IP rights of third parties and/or operating within the scope of IP rights owned by third parties.
From time to time, we are involved in IP litigation and infringement claims. See Note 25 to our
Consolidated Financial Statements and “Item 3. Key Information — Risk Factors”. Regardless of the validity or
the successful assertion of such claims, we may incur significant costs with respect to the defense thereof, which
could have a material adverse effect on our results of operations, cash flow or financial condition.
Backlog
Our sales are made primarily pursuant to standard purchase orders that are generally booked from one to
twelve months in advance of delivery. Quantities actually purchased by customers, as well as prices, are subject
to variations between booking and delivery and, in some cases, to cancellation due to changes in customer needs
or industry conditions. During periods of economic slowdown and/or industry overcapacity and/or declining
selling prices, customer orders are not generally made far in advance of the scheduled shipment date. Such
reduced lead time can diminish management’s ability to forecast production levels and revenues. When theeconomy rebounds, our customers may strongly increase their demands, which can result in capacity constraints
due to a time lag when matching manufacturing capacity with such demand.
In addition, our sales are affected by seasonality, with the first quarter generally showing lowest revenue
levels in the year, and the third or fourth quarter historically generating higher amounts of revenues partly as aresult of the seasonal dynamics for smartphone applications dynamics.
We also sell certain products to key customers pursuant to frame contracts. Frame contracts are annual
contracts with customers setting forth quantities and prices on specific products that may be ordered in the
future. These contracts allow us to schedule production capacity in advance and allow customers to manage theirinventory levels consistent with just-in-time principles while shortening the cycle times required to produce37

ordered products. Orders under frame contracts are also subject to a high degree of volatility, because theyreflect expected market conditions which may or may not materialize. Thus, they are subject to risks of pricereduction, order cancellation and modifications as to quantities actually ordered resulting in inventory build-ups.
Furthermore, developing industry trends, including customers’ use of outsourcing and their deploymentof new and revised supply chain models, may reduce our ability to forecast changes in customer demand andmay increase our financial requirements in terms of capital expenditures and inventory levels.
We entered 2023 with a backlog higher than we had entering 2022. For 2024, we entered the year with abacklog lower than what we had entering 2023.
Competition
Markets for our products are intensely competitive. We compete with major international semiconductor
companies and while only a few companies compete with us in all of our product lines, we face significant
competition from each of them. Smaller niche companies are also increasing their participation in thesemiconductor market, and semiconductor foundry companies have expanded significantly, particularly in Asia.
Competitors include manufacturers of standard semiconductors, ASICs and fully customized ICs, including bothchip and board-level products, as well as customers who develop their own IC products and foundry operations.
Some of our competitors are also our customers or suppliers. We compete in different product lines to various
degrees on the basis of price, technical performance, product features, product system compatibility, customized
design, availability, quality and sales and technical support. In particular, standard products may involve greaterrisk of competitive pricing, inventory imbalances and severe market fluctuations than differentiated products.
Our ability to compete successfully depends on factors both within and outside our control, including successful
and timely development of new products and manufacturing processes, product performance and quality,
manufacturing yields and product availability, customer service, pricing, industry trends and general economic
trends.
The semiconductor industry is characterized by the high costs associated with developing marketableproducts and manufacturing technologies as well as high levels of investment in production capabilities. As aresult, the semiconductor industry has experienced, and is expected to continue to experience, significant
vertical and horizontal consolidation among our suppliers, competitors and customers, which could lead toerosion of our market share, impact our capacity to compete and require us to restructure our operations. See“Item 3. Key Information — Risk Factors”.
Organizational Structure and History
We are organized in a matrix structure with geographic regions interacting with product lines, bothsupported by shared technology and manufacturing operations and by central functions, designed to enable us to
be closer to our customers and to facilitate communication among the R&D, production, marketing and salesorganizations.
While STMicroelectronics N.V. is the parent company, we conduct our global business throughSTMicroelectronics International N.V. and also conduct our operations through service activities from oursubsidiaries. We provide certain administrative, human resources, legal, treasury, strategy, manufacturing,marketing, insurance and other overhead services to our consolidated subsidiaries pursuant to service
agreements for which we recover the cost.
The following table lists our consolidated subsidiaries and our percentage of ownership as ofDecember 31, 2023:

Legal Seat

Name

Australia, Sydney
Austria, Vienna
Belgium, Diegem
Brazil, Sao PauloSTMicroelectronics PTY Ltd
STMicroelectronics Austria GmbH
Proton World International N.V.
STMicroelectronics Ltda

38

Percentage ofOwnership(direct or indirect)
100
100
100
100

Canada, Ottawa
China, Beijing
China, Chongqing(1)China, Shanghai
China, Shenzhen
China, Shenzhen
Czech Republic, Prague
Denmark, Aarhus
Egypt, Cairo
Finland, Nummela
France, Crolles
France, Grenoble
France, Grenoble
France, Le Mans
France, Montrouge
France, Rousset
France, Tours
Germany, Aschheim-Dornach
Germany, Aschheim-DornachHong Kong, Kowloon
India, New Delhi
India, Noida
Israel, Netanya
Italy, Agrate Brianza
Italy, Naples
Japan, Tokyo
Malaysia, Kuala Lumpur
Malaysia, Muar
Malaysia, Muar
Malta, Kirkop
Mexico, Guadalajara
Morocco, Casablanca
The Netherlands, Amsterdam
The Netherlands, Amsterdam
The Netherlands, Amsterdam
Philippines, Calamba
Philippines, Calamba
Singapore, Ang Mo Kio
Singapore, Ang Mo Kio
Slovenia, Ljubljana
Spain, Barcelona
Sweden, Jönköping
Sweden, Kista
Sweden, Norrköping
Switzerland, Geneva
Switzerland, Geneva
Taiwan, Taipei City
Thailand, Bangkok
United Kingdom, Bristol
United Kingdom, Marlow
United States, Coppell
United States, Coppell

STMicroelectronics (Canada), Inc.
STMicroelectronics (Beijing) R&D Co. Ltd
SANAN, STMicroelectronics Co., Ltd.
STMicroelectronics (China) Investment Co. Ltd
Shenzhen STS Microelectronics Co. Ltd
STMicroelectronics (Shenzhen) R&D Co. Ltd
STMicroelectronics Design and Application s.r.o.
STMicroelectronics A/S
STMicroelectronics Egypt SSC
STMicroelectronics Finland OY
STMicroelectronics (Crolles 2) SAS
STMicroelectronics (Alps) SAS
STMicroelectronics (Grenoble 2) SAS
STMicroelectronics (Grand Ouest) SAS
STMicroelectronics France SAS.
STMicroelectronics (Rousset) SAS
STMicroelectronics (Tours) SAS
STMicroelectronics GmbH
STMicroelectronics Application GmbH
STMicroelectronics Ltd
ST-Ericsson India Pvt Ltd
STMicroelectronics Pvt Ltd
STMicroelectronics Limited
STMicroelectronics S.r.l.
STMicroelectronics Services S.r.l.
STMicroelectronics KK
STMicroelectronics Marketing SDN BHD
STMicroelectronics SDN BHD
STMicroelectronics Services Sdn.Bhd.
STMicroelectronics (Malta) Ltd
STMicroelectronics Marketing, S. de R.L. de C.V.
STMicroelectronics (MAROC) SAS, a associé unique
STMicroelectronics Finance B.V.
STMicroelectronics Finance II N.V.
STMicroelectronics International N.V.
STMicroelectronics, Inc.
Mountain Drive Property, Inc.
STMicroelectronics Asia Pacific Pte Ltd
STMicroelectronics Pte Ltd
STMicroelectronics d.o.o.
STMicroelectronics Iberia S.A.
STMicroelectronics Software AB
STMicroelectronics A.B.
STMicroelectronics Silicon Carbide A.B.
STMicroelectronics S.A.
STMicroelectronics Re S.A.
Exagan Taiwan Ltd.
STMicroelectronics (Thailand) Ltd
STMicroelectronics (Research & Development) Limited
STMicroelectronics Limited
STMicroelectronics Inc.
STMicroelectronics (North America) Holding, Inc.

(1)

100
100
49
100
60
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
40
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100

SANAN, STMicroelectronics Co., Ltd. has been identified as a variable interest entity for which the Company is the primary beneficiary,and is consequently fully consolidated.

39

Public Funding
We receive public funding mainly from EU member states (including France, Italy and Malta). Suchfunding is generally provided to encourage R&D activities, enhance building capacities, industrialization andnational, regional and local economic development. On September 21, 2023, the European Chips Act enteredinto force. The regulation, mobilizing more than €43 billion of public and private investments, is designed tobolster Europe’s competitiveness and resilience in semiconductor technologies and applications, help achieveboth the digital and green transition and has, amongst others, the objective of supporting technological capacity
building and innovation in the European Union by bridging the gap between the European Union's advanced
research and innovation capabilities and their industrial exploitation.
Public funding in Europe is also generally available to all companies having R&D operations in Europe,
regardless of their ownership structure or country of incorporation. The conditions for the receipt of government
funding may include eligibility restrictions, approval by EU authorities, annual budget appropriations,compliance with EU regulations, royalties or contingent return provisions as well as specifications regarding
objectives and results. The approval process for such funding may last up to several years. Certain specificcontracts require compliance with extensive regulatory requirements and set forth certain conditions relating to
the funded programs. There could be penalties if these objectives are not fulfilled. Other contracts containpenalties for late deliveries or for breach of contract, which may result in repayment obligations.
Further, some grants may be subject to a financial return based on future cumulative sales over a certain
period. Our funding programs are classified under four general categories: funding for Research andDevelopment (R&D), Innovation activities (RDI), funding for First Industrial Deployment activities (FID) andcapital investment for pilot lines. We also benefit from tax credits for R&D activities in several countries which
are generally available to all companies. See “Item 5. Operating and Financial Review and Prospects — Resultsof Operations” and the Notes to our Consolidated Financial Statements.
The main programs in which we are involved include: (i) Important Project of Common European
Interest (IPCEI) which combines Research, Development and Innovation activities (RDI) as well as First
Industrials Deployment activities (FID); (ii) Key Digital Technologies Initiative (KDT), formerly Electronic
Components and Systems for European Leadership (ECSEL), which combines all electronics related R&D
activities and is operated by joint undertakings formed by the European Union, certain member states andindustry; (iii) EU R&D projects within Horizon Europe (the European Union's research and innovation
framework); and (iv) national or regional programs for R&D and for industrialization in the electronics
industries involving many companies and laboratories. The pan-European programs cover a period of several
years, while national or regional programs in France and Italy are subject mostly to annual budget appropriation.
In December 2018, the European Commission announced the approval of the IPCEI, a Pan-European
project initiated to foster research and innovation in microelectronics to be funded by Germany, France, Italy,
the U.K. and Austria.
In our combined role as beneficiary of the IPCEI on Microelectronics, we have been allocated an overallfunding budget of €340 million for the period 2018-2022 in France (locally referenced as Nano2022) which was
linked to technical objectives and associated achievements, and approximately €720 million for the period
2018-2024 in Italy. The IPCEI program is highly strengthening our leadership in key technologies. It contributes
to anticipating, accelerating, and securing our technological developments. The IPCEI also has wide ranging,pan-European benefits on the microelectronics ecosystem from education to downstream industries.
In December 2021, we submitted a new IPCEI program, titled IPCEI on Microelectronics andCommunication Technologies (IPCEI – ME/CT). This new pan-European project was initiated to foster researchand innovation and kick-start the first industrialization of microelectronics. This new IPCEI involves ST in
France (2022-2026), Italy (2023-2027) and Malta (2021-2025), as well as around 65 other companies across 16
European countries. In 2023 we recognized grants of €135 million related to our participation in IPCEI in Italy,€120 million related to our participation in IPCEI, KDT and other national and European programs in France
and $9 million related to our participation in IPCEI in Malta.
In addition to public funding through IPCEI programs, in October 2022, the European Commission
approved, under EU State Aid Rules, a support up to €292.5 million through the Italian Recovery and Resilience
Plan for the construction of a new integrated silicon carbide substrate manufacturing facility in Catania, Italy.

40

On April 28, 2023, the European Commission approved, under EU State Aid Rules, a French aid measure to
support the Company and GlobalFoundries in the construction and operation of a front-end semiconductor
production facility in Crolles, France. This project represents an overall projected cost of €7.5 billion for capital
expenditure, maintenance and ancillary costs. The new facility will benefit from significant financial support ofup to roughly €2.9 billion from France. These projects have been recognized as “first-of-a-kind” facilities in
Europe in line with the ambitions and objectives of the European Chips Act.
For more information on our Public Funding, see Note 7 to our Consolidated Financial Statements.
Suppliers
We use three primary critical types of suppliers in our business: (i) equipment suppliers, (ii) material
suppliers and (iii) external silicon foundries and back-end subcontractors. We also purchase third-party licensed
technology from a limited number of providers.
In the front-end process, we use steppers, scanners, tracking equipment, strippers, chemo-mechanicalpolishing equipment, cleaners, inspection equipment, etchers, physical and chemical vapor-deposition
equipment, implanters, furnaces, testers, probers and other specialized equipment. The manufacturing tools that
we use in the back-end process include bonders, burn-in ovens, testers and other specialized equipment. The
quality and technology of equipment used in the IC manufacturing process defines the limits of our technology.
Demand for increasingly smaller chip structures means that semiconductor producers must quickly incorporate
the latest advances in process technology to remain competitive. Advances in process technology cannot occur
without commensurate advances in equipment technology, and equipment costs tend to increase as theequipment becomes more sophisticated.
Our manufacturing processes consume significant amounts of energy and use many materials, including
silicon and SiC, GaN and glass wafers, lead frames, mold compound, ceramic packages and chemicals, gases
and water. The prices of energy, such as electricity and natural gas, and many of these materials are volatile dueto the specificity of the market, and other factors including geopolitics. We have therefore adopted a “multiple
sourcing strategy” designed to protect us from the risk of price increases. The same strategy applies to energy
and to supplies for the materials used by us to avoid potential material disruption of essential materials and toensure the continuity of energy supply. Our “multiple sourcing strategy”, our financial risk monitoring as well as
the robustness of our supply chain and strong partnership with suppliers are intended to mitigate these risks. See“Item 3. Key Information — Risk Factors”.
Finally, we also use external subcontractors to outsource wafer manufacturing and assembly and testingof finished products. See “— Property, Plants and Equipment” above.
Environmental, Health and Safety Matters
We adopt a rigorous and pro-active approach to managing our business operations in an environmentally
responsible way and are subject to a variety of environmental, health and safety laws and regulations in thejurisdictions where we operate. Such laws and regulations govern, among other things, the use, storage,
discharge and disposal of chemicals and other hazardous substances, emissions and waste, as well as theinvestigation and remediation of soil and ground water contamination. We are also required to obtainenvironmental permits, licenses and other forms of authorization, or give prior notification, in order to operate.
Consistent with our sustainability strategy, we have established proactive environmental policies withrespect to the handling of chemicals, emissions, waste disposals and other substances of concern from ourmanufacturing operations. We are certified to be in compliance with quality standard ISO 9001 on a Companywide basis. We implement the highest standards across our manufacturing activities and supply chain. The
majority of our manufacturing sites are ISO 14001 (environment), ISO 14064 (greenhouse gas emissions), andISO 50001 (energy) certified and EMAS validated.
We believe that in 2023 our activities complied with then-applicable environmental regulations in allmaterial respects. We have engaged outside consultants to audit all of our environmental activities and havecreated environmental management teams, information systems and training. We have also instituted

41

environmental control procedures for processes used by us as well as our suppliers. In 2023, there were nomaterial environmental claims made against us.
On December 9, 2020, we announced our goal to become carbon neutral by 2027 on scope 1 and 2 andpartially scope 3. Our comprehensive roadmap to carbon neutrality includes two specific targets: compliancewith the 1.5°C scenario defined at the Paris COP21 by 2025, which implies a 50% reduction of direct andindirect greenhouse gas emissions compared to 2018, and the sourcing of 100% renewable energy by 2027. Our
action plan will reduce:
(i)
(ii)
(iii)
(iv)

our direct emissions of greenhouse gases (scope 1), mainly through investment in equipment toburn the gases remaining after manufacturing;
our overall energy consumption (scope 2);
our emissions from product transportation, business travel, and employee commuting (part ofscope 3); andremaining emissions through the identification and implementation of the most credible andrelevant carbon avoidance and sequestration programs.

We also adopt a rigorous approach to protect the health and safety of our employees and contractors by
preventing work-related injuries and illnesses and providing a safe working environment.
We have implemented a robust health and safety management system throughout our Company. Our
main manufacturing sites are ISO 45001 certified. Our performance and management systems are evaluatedannually through third-party surveillance audits and certifications are renewed every three years.
On July 12, 2020, the EU Taxonomy Regulation entered into force. The EU Taxonomy Regulation
provides the basis for the EU taxonomy: a classification system, on the basis of which a list of environmentally
sustainable economic activities has been drawn up. The EU Taxonomy Regulation defines overarchingconditions that an economic activity must meet to be considered environmentally sustainable, and focuses on six
environmental objectives. On January 1, 2022 the delegated acts on the technical screening criteria for twoenvironmental objectives, being Climate Change Mitigation and Adaption to Climate Change, entered into
force, in which technical screening criteria have been laid down which specify environmental performancerequirements for the economic activities to be classified as environmentally sustainable. The delegated acts on
the technical screening criteria for the remaining four environmental objectives entered into force on 1 January
2024. As we are subject for our reporting over financial year 2023 to an obligation to publish non-financial
information pursuant to Directive 2013/34/EU of the European Parliament and of the Council of June 26, 2013
on the annual financial statements, consolidated financial statements and related reports of certain types ofundertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing
Council Directives 78/660/EEC and 83/349/EEC (the Non-Financial Reporting Directive), the EU Taxonomy
Regulation is applicable to us, and subsequently, we must disclose information on how and to what extent ouractivities are associated with economic activities that qualify as environmentally sustainable. This information
will be disclosed in our Dutch Annual Report expected to be filed in March 2024.
On January 5, 2023, the CSRD entered into force. The CSRD modernizes and strengthens the rules about
the social and environmental information that companies have to report. The CSRD aims to ensure that investors
and other stakeholders have access to the information they need to assess investment risks arising from climatechange and other sustainability topics. As of our reporting in relation to financial year 2024, the CSRD will
require us to disclose information on the basis of European Sustainability Reporting Standards (“ESRS”) in ourannual report. Based on the CSRD, we will be required to report on the way we operate and manage social andenvironmental challenges. In connection with these reporting obligations we will be required to formulate longterm ESG targets, policy, strategic plans and to conduct due diligence for our own operations and supply chain.
Under the CSRD, further transparency rules are introduced on division of roles and responsibilities within the
Company for our ESG targets. The CSRD also makes it mandatory for companies to have an audit of thesustainability information that they report. The ESRS require us to disclose detailed information on
environmental protection, social responsibility and treatment of employees, respect for human rights, anticorruption, bribery and on diversity. This information will be disclosed in our Dutch Annual Report startingfrom financial year 2024 expected to be filed in March 2025.

42

Item 5.

Operating and Financial Review and Prospects

Overview
The following discussion should be read in conjunction with our Consolidated Financial Statements and Notes
thereto included elsewhere in this Form 20-F. The following discussion contains 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, particularly in the sections “—Critical Accounting Policies Using Significant Estimates”, “— Business Outlook”, “— Liquidity and Capital
Resources” and “— Financial Outlook: Capital Investment”. Our actual results may differ significantly fromthose projected in the forward-looking statements. For a discussion of factors that might cause future actual
results to differ materially from our recent results or those projected in the forward-looking statements inaddition to the factors set forth below, see “Cautionary Note Regarding Forward-Looking Statements” and Item
3. “Key Information — Risk Factors”. We assume no obligation to update the forward-looking statements orsuch risk factors.
Critical Accounting Policies Using Significant Estimates
The preparation of our Consolidated Financial Statements in accordance with U.S. GAAP requires us tomake estimates and assumptions. The primary areas that require significant estimates and judgments by us
include, but are not limited to:•sales allowances for discounts, price protection, product returns and other rebates;•

inventory obsolescence reserves and normal manufacturing capacity thresholds to determine costs
capitalized in inventory;•

recognition and measurement of loss contingencies;•

valuation at fair value of assets acquired and liabilities assumed on business acquisitions, andmeasurement of any contingent consideration;•

annual and trigger-based impairment review of goodwill and intangible assets, as well as theassessment of events, which could trigger impairment testing on tangible assets;•

assessment of our long-lived assets economic useful lives;•

assumptions used in measuring expected credit losses and impairment charges on financial assets;•

assumptions used in assessing the number of awards expected to vest on stock-based compensationplans;•

assumptions used in calculating pension obligations and other long-term employee benefits; and•determination of the amount of tax expected to be paid and tax benefit expected to be received,
including deferred income tax assets, valuation allowance and provisions for uncertain tax positions
and claims.

We base the estimates and assumptions on historical experience and on various other factors such as
market trends, market information used by market participants and the latest available business plans that we
believe to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. While we regularly evaluate our estimates and assumptions,the actual results we experience could differ materially and adversely from our estimates.
We believe the following critical accounting policies require us to make significant judgments andestimates in the preparation of our Consolidated Financial Statements:
Revenue recognition. Arrangements with customers are considered contracts if all the following criteria
are met: (a) parties have approved the contract and are committed to perform their respective obligations; (b)each party’s rights regarding the goods or services to be transferred can be identified; (c) payment terms for the
goods or services to be transferred can be identified; (d) the contract has commercial substance and (e)collectability of substantially all of the consideration is probable. We recognize revenue from products sold to acustomer, including distributors, when we satisfy a performance obligation by transferring control over a
product to the customer. In certain circumstances, we may enter into agreements that concern principally
revenues from services, where the performance obligation is satisfied over time. The objective when allocating
the transaction price is to allocate the transaction price to each performance obligation (or distinct good orservice) in an amount that depicts the amount of consideration to which we expect to be entitled in exchange fortransferring the promised goods or services to the customer. The payment terms typically range between 30 to
90 days. Certain of our customers require us to hold inventory as consignment in their hubs and only purchaseinventory when they require it. Revenue for sales of such inventory is recognized when, at the customer’s
option, the products are withdrawn from the consignment and we satisfy a performance obligation bytransferring control over a product to the customer. We may also enter into several multi-annual capacity
reservation and volume commitment arrangements with certain of our customers. These agreements constitute abinding commitment for our customers to purchase and for us to supply allocated commitment volumes inexchange for additional consideration. The consideration related to commitment fees is reported as revenues
from sale of products as it is usually based on delivered quantities.
Consistent with standard business practice in the semiconductor industry, price protection is granted to
distribution customers on their existing inventory of our products to compensate them for changes in market
prices. We accrue a provision for price protection based on a rolling historical price trend computed monthly asa percentage of gross distributor sales. This historical price trend represents differences in recent months
between the invoiced price and the final price to the distributor, adjusted to accommodate a significant change inthe selling price. The short outstanding inventory time, visibility into the inventory product pricing and long
distributor pricing history have enabled us to reliably estimate price protection provisions at period-end. We
record the accrued amounts as a deduction of “Net sales” in the consolidated statements of income at the time ofthe sale.
Our customers occasionally return our products for technical reasons. Our standard terms and conditionsof sale provide that if we determine that products do not conform, we will repair or replace the non-conforming
products, or issue a credit note or rebate of the purchase price. Quality returns are identified shortly after sale incustomer quality control testing. Quality returns are usually associated with end-user customers, not with
distribution channels. We record the accrued amounts as a deduction of “Net sales” in the consolidated
statements of income, using contractual and historical information.
We record a provision for warranty costs as a charge against “Cost of sales” in the consolidated
statements of income, based on historical trends of warranty costs incurred as a percentage of sales, which
management had determined to be a reasonable estimate of the probable losses to be incurred for warranty
claims in a period. Any potential warranty claims are subject to our determination that we are at fault fordamages, and such claims must usually be submitted within a short period of time following the date of sale.
This warranty is given in lieu of all other warranties, conditions or terms expressed or implied by statute orcommon law. Our contractual terms and conditions typically limit our liability to the sales value of the productsthat gave rise to the claims.
Our insurance policy relating to product liability covers third-party physical damages and bodily injury,
indirect financial damages as well as immaterial non-consequential damages caused by defective products.
In addition to product sales, we enter into arrangements with customers consisting in transferring licenses
or related to license services. The revenue generated from these arrangements is reported on the line “Other
revenues” of the consolidated statements of income.
Trade accounts receivable. We use a lifetime expected credit losses allowance for all trade receivables.
The allowance includes reasonable assumptions about future credit trends. The historical loss rates are adjusted
to reflect current and forward-looking information on macro-economic factors affecting the ability of ourcustomers to settle the receivables. Adjustments to the expected credit losses allowance are reported in the line
“Selling, general and administrative expenses” in the consolidated statements of income.
Business combinations and goodwill. The acquisition method of accounting applied to businesscombinations requires extensive use of estimates and judgments to allocate the purchase price to the fair value of44

acquired assets less assumed liabilities, including any contingent consideration, net of related deferred tax
impacts. If the assumptions and estimates used to allocate the purchase price are not correct or if businessconditions change, purchase price adjustments or future asset impairment charges could be required. As of
December 31, 2023, the value of goodwill in our consolidated balance sheet amounted to $303 million.
Impairment of goodwill. Goodwill recognized in business combinations is not amortized but is tested for
impairment annually, or more frequently if a triggering event indicating a possible impairment exists. Goodwill
subject to potential impairment is tested at the reporting unit level. This impairment test determines whether thefair value of each reporting unit under which goodwill is allocated is lower than the total carrying amount ofrelevant net assets allocated to such reporting unit, including its allocated goodwill. A goodwill impairment
charge is recorded for the amount by which a reporting unit’s carrying value exceeds its fair value. Significant
management judgments and estimates are used in forecasting the future discounted cash flows associated withthe reporting unit, including: the applicable industry’s sales volume forecast and selling price evolution, thereporting unit’s market penetration and its revenues evolution, the market acceptance of certain newtechnologies and products, the relevant cost structure, the discount rates applied using a weighted average costof capital and the perpetuity rates used in calculating cash flow terminal values. Our evaluations are based on
financial plans updated with the latest available projections of the semiconductor market, our sales expectations
and our costs evolution, and are consistent with the plans and estimates that we use to manage our business. It is
possible, however, that the plans and estimates used may prove to be incorrect, and future adverse changes inmarket conditions, changes in strategies, lack of performance of major customers or operating results ofacquired businesses that are not in line with our estimates may require impairments.
We performed our annual impairment test of goodwill during the fourth quarter of 2023 and concluded
that there was no goodwill impairment loss. Impairment charges could result from new valuations triggered bychanges in our product portfolio or strategic alternatives, particularly in the event of a downward shift in future
revenues or operating cash flows in relation to our current plans or in case of capital injections by, or equity
transfers to, third parties at a value lower than the current carrying value.
Intangible assets subject to amortization. Intangible assets subject to amortization include intangible
assets purchased from third parties recorded at cost and intangible assets acquired in business combinations
initially recorded at fair value, comprised mainly of technologies and licenses, and computer software.
Intangible assets with finite useful lives are reflected net of any impairment losses and are amortized over theirestimated useful lives. Amortization begins when the intangible asset is available for its intended use.
Amortization reflects the pattern in which the asset’s economic benefits are consumed, which usually consists inapplying the straight-line method to allocate the cost of the intangible assets over the estimated useful lives. The
carrying value of intangible assets with finite useful lives is evaluated whenever changes in circumstancesindicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount bywhich the asset’s carrying amount exceeds its fair value. We evaluate the remaining useful life of an intangible
asset at each reporting date to determine whether events and circumstances warrant a revision to the remaining
period of amortization. Our evaluations are based on financial plans updated with the latest available projectionsof growth in the semiconductor market and our sales expectations. They are consistent with the plans andestimates that we use to manage our business. It is possible, however, that the plans and estimates used may beincorrect and that future adverse changes in market conditions or operating results of businesses acquired may
not be in line with our estimates and may therefore require us to recognize impairment charges on certain
intangible assets.
In 2023 we recorded a $42 million impairment loss primarily related to technologies acquired as part ofcertain business combinations. In 2022, we impaired $38 million of certain technologies acquired as part ofrecent business combinations. In 2021, we impaired $1 million of acquired licenses and technologies with noalternative future use.
We will continue to monitor the carrying value of our assets. If market conditions deteriorate, this could
result in future impairment losses. Further impairment charges could also result from new valuations triggeredby changes in our product portfolio or by strategic transactions, particularly in the event of a downward shift in
future revenues or operating cash flows in relation to our current plans or in case of capital injections by, or
equity transfers to, third parties at a value lower than the one underlying the carrying amount.
As of December 31, 2023, the value of intangible assets subject to amortization in our consolidatedbalance sheet amounted to $367 million.

45

Property, plant and equipment. Our business requires substantial investments in technologically advanced
manufacturing facilities, which may become significantly underutilized or obsolete as a result of rapid changes
in demand and ongoing technological evolution. The largest component of our long-lived assets is our
manufacturing equipment primarily in our front-end activities, for which the useful life is estimated to be six
years, except for our 300mm manufacturing equipment and certain back-end equipment whose useful life isestimated to be ten years. This estimate is based on our experience using the equipment over time. Depreciation
expense is an important element of our manufacturing cost structure. We begin to depreciate property, plant andequipment when it is ready for its intended use.
We evaluate each period whether there is reason to suspect that the carrying amount of tangible assets orgroups of assets held for use might not be recoverable. Several impairment indicators exist for making thisassessment, such as: restructuring plans, significant changes in the technology, market, economic or legal
environment in which we operate, available evidence of obsolescence of the asset, or indication that its
economic performance is, or will be, worse than expected. In determining the recoverability of assets to be held
and used, we initially assess whether the carrying value of the tangible assets or group of assets exceeds theundiscounted cash flows associated with these assets. If exceeded, we then evaluate whether an impairment
charge is required by determining if the asset’s carrying value also exceeds its fair value. We normally estimate
this fair value based on independent market appraisals or the sum of discounted future cash flows, using market
assumptions such as the utilization of our fabrication facilities and the ability to upgrade such facilities, change
in the selling price and the adoption of new technologies. We also evaluate and adjust, if appropriate, the assets’useful lives at each reporting date. In 2023, 2022 and 2021, no significant impairment charge was recorded on
property, plant and equipment.
Our evaluations are based on financial plans updated with the latest projections of growth in thesemiconductor market and our sales expectations, from which we derive the future production needs and loadingof our manufacturing facilities, and which are consistent with the plans and estimates that we use to manage ourbusiness. These plans are highly variable due to the high volatility of the semiconductor business and therefore
are subject to continuous modifications. If future growth differs from the estimates used in our plans, in terms ofboth market growth and production allocation to our manufacturing plants, this could require a further review of
the carrying amount of our tangible assets and result in a potential impairment loss.
As of December 31, 2023, we did not hold any significant assets for sale.
Inventories. Inventories are stated at the lower of cost or net realizable value. Actual cost is based on an
adjusted standard cost, which approximates cost on a first-in first-out basis for all categories of inventory (rawmaterials, work-in-process, finished products). Actual cost is therefore dependent on our manufacturingperformance and is based on the normal utilization of our production capacity. In case of underutilization of ourmanufacturing facilities, we estimate the costs associated with unused capacity. These costs are not included in
the valuation of inventories but are charged directly to cost of sales in the consolidated statements of income.
Net realizable value is based upon the estimated selling price in the ordinary course of business, less reasonably
predictable costs of completion, disposal and transportation.
Inventory reserve is estimated for excess uncommitted inventories based on historical sales data, orderbacklog and production plans. We perform, on a continuous basis, write-offs of inventories, which have thecharacteristics of slow-moving, old production dates and technical obsolescence. We evaluate inventory to
identify obsolete or slow-selling items, as well as inventory that is not of saleable quality and we record a
specific reserve if we estimate the inventory will eventually be written off. To the extent that future negative
market conditions generate order backlog cancellations and declining sales, or if future conditions are lessfavorable than the projected revenue assumptions, we could record additional inventory reserve, which would
have a negative impact on our gross margin.
Share-based compensation. Our share-based service awards are granted to senior executives and selected
employees. We measure the cost of share-based service awards based on the fair value of the awards as of the
grant date reflecting the market price of the underlying shares at the date of the grant, reduced by the present
value of the dividends expected to be paid on the shares during the requisite service period. While the awards
granted to selected employees are subject to a three-year service period, the awards granted to senior executives
are subject to both a three-year service period and the fulfillment of certain performance conditions, including
our financial results when compared to industry performance. The expense is recognized over the requisite
service period. In 2023, approximately one-half of the total amount of shares awarded were granted to senior46

executives and consequently were contingent on the achievement of performance conditions. In order todetermine share-based compensation to be recorded for the period, we use estimates on the number of awards
expected to vest, including the probability of achieving the fixed performance conditions including thoserelating to our financial results compared to industry performance, and our best estimates of award forfeituresand employees’ service periods. Our assumptions related to industry performance are generally taken with a one
quarter lag in line with the availability of market information. In 2023, 2022 and 2021, we recorded a total
charge of approximately $236 million, $215 million and $221 million relating to our outstanding stock award
plans, respectively.
Financial assets. The financial assets held at reporting date are primarily receivables, debt securities andequity securities. Receivables are measured at amortized cost less any currently expected credit loss allowance.
Investments in equity securities that have readily determinable fair values and for which we do not have theability to exercise significant influence are classified as financial assets measured at fair value through earnings.
For investments in equity securities without readily determinable fair values and for which we do not have theability to exercise significant influence, we have elected to apply the cost-method as a measurement alternative.
We determine the classification of our financial assets at initial recognition.
The fair values of publicly traded securities are based on current market prices. If the market for afinancial asset is not active and if no observable market price is obtainable, we measure fair value by using
assumptions and estimates. In measuring fair value, we make maximum use of market inputs and minimize theuse of unobservable inputs.
Debt securities are classified as-available-for-sale financial assets, with changes in fair value recognized
as a component of other comprehensive income in our consolidated statements of comprehensive income. Debt
securities totaled $1,635 million and were reported as marketable securities in the consolidated balance sheet asof December 31, 2023.
As of December 31, 2023, we did not hold any material equity securities reported under the equity
method.
Income taxes. We make estimates and judgments in determining income tax for the period, comprising
current and deferred income tax. We assess the income tax expected to be paid related to the current year taxable
profit in each tax jurisdiction and recognize deferred income tax for all temporary differences arising between
the tax bases of assets and liabilities and their carrying amount in the Consolidated Financial Statements. We
also recognize deferred tax assets on temporary differences arising from tax losses carried forward and tax
credits. Furthermore, at each reporting date, we assess all material uncertain tax positions in all jurisdictions todetermine the amount of income tax benefits that we do not expect to reasonably sustain. As of December 31,
2023, we had uncertain tax positions estimated at $55 million.
We also assess the likelihood of realization of our deferred tax assets. Their ultimate realization isdependent upon, among other things, our ability to generate future taxable profit available, or tax credits before
their expiration, or our ability to implement prudent and feasible tax planning, or the possibility to settle
uncertain tax positions against available net operating loss carry forwards, or similar tax losses and credits. We
record a valuation allowance against the deferred tax assets when we consider it is more likely than not that thedeferred tax assets will not be realized.
As of December 31, 2023, we had deferred tax assets of $592 million, net of valuation allowance.
We could be required to record further valuation allowances thereby reducing the amount of totaldeferred tax assets, resulting in an increase in our income tax charge, if our estimates of projected future taxable
income and benefits from available tax strategies are reduced as a result of a change in business conditions or inmanagement’s plans or due to other factors, or if changes in current tax regulations are enacted that impose
restrictions on the timing or extent of our ability to utilize net operating losses and tax credit carry-forwards inthe future. Likewise, a change in the tax rates applicable in the various jurisdictions or unfavorable outcomes ofany ongoing tax audits could have a material impact on our future tax provisions in the periods in which thesechanges could occur.
Pension and Post-Employment Benefits. Our consolidated statements of income and our consolidatedbalance sheets include amounts for pension obligations and other long-term employee benefits that are measured

47

using actuarial valuations. As of December 31, 2023, our pension and other long-term employee benefit
obligations net of plan assets amounted to $453 million. These valuations are based on key assumptions,
including discount rates, expected long-term rates of return on plan assets, turnover rates and salary increase
rates. The assumptions used in the determination of the net periodic benefit cost are updated on an annual basis
at the beginning of each fiscal year or more frequently upon the occurrence of significant events. Any changes in
the pension schemes or in the above assumptions can have an impact on our valuations. The measurement date
we use for our plans is December 31.
Patent and other IP litigation or claims. We record a provision when we believe that it is probable that aliability has been incurred at the date of the Consolidated Financial Statements and the amount of the loss can bereasonably estimated. We regularly evaluate losses and claims to determine whether they need to be adjusted
based on current information available to us. Such estimates are difficult to the extent that they are largely
dependent on the status of ongoing litigation that may vary based on positions taken by the court with respect toissues submitted, demands of opposing parties, changing laws, discovery of new facts or other matters of fact orlaw. As of December 31, 2023, based on our current evaluation of ongoing litigation and claims we face, wehave not estimated any amounts that could have a material impact on our results of operations and financial
condition with respect to either probable or possible risks. In the event of litigation that is adversely determinedwith respect to our interests, or in the event that we need to change our evaluation of a potential third-party
claim based on new evidence, facts or communications, unexpected rulings or changes in the law, this could
have a material adverse effect on our results of operations or financial condition at the time it were tomaterialize. We are in discussion with several parties with respect to claims against us relating to possible
infringement of IP rights. We are also involved in certain legal proceedings concerning such issues. See “Item 8.
Financial Information — Legal Proceedings” and Note 25 to our Consolidated Financial Statements.
Other claims. We are subject to the possibility of loss contingencies arising in the ordinary course ofbusiness. These include but are not limited to: product liability claims and/or warranty costs on our products,
contractual disputes, indemnification claims, employee grievances, tax claims beyond assessed uncertain tax
positions as well as claims for environmental damages. We are also exposed to numerous legal risks which until
now have not resulted in legal disputes and proceedings. These include risks related to product recalls,
environment, anti-trust, anti-corruption and competition as well as other compliance regulations. We may also
face claims in the event of breaches of law committed by individual employees or third parties. In determining
loss contingencies, we consider the likelihood of a loss of an asset or the occurrence of a liability, as well as ourability to reasonably estimate the amount of such loss or liability. An estimated loss is recorded when we believethat it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We
regularly re-evaluate any losses and claims and determine whether our provisions need to be adjusted based on
the current information available to us. As of December 31, 2023, based on our current evaluation of ongoing
litigation and claims we face, we have not estimated any amounts that could have a material impact on our
results of operations and financial condition with respect to either probable or possible risks. In the event we areunable to accurately estimate the amount of such loss in a correct and timely manner, this could have a material
adverse effect on our results of operations or financial condition at the time such loss was to materialize. For
further details of our legal proceedings refer to “Item 8. Financial Information — Legal Proceedings” and Note
25 to our Consolidated Financial Statements.
Fiscal Year 2023
Under Article 35 of our Articles of Association, our financial year extends from January 1 to
December 31, which is the period end of each fiscal year. In 2023, the first quarter ended on April 1, the second
quarter ended on July 1, the third quarter ended on September 30 and the fourth quarter ended on December 31.
In 2024, the first quarter will end on March 30, the second quarter will end on June 29, the third quarter will end
on September 28 and the fourth quarter will end on December 31. Based on our fiscal calendar, the distributionof our revenues and expenses by quarter may be unbalanced due to a different number of days in the various
quarters of the fiscal year and can also differ from equivalent prior years’ periods, as illustrated in the below
table for the years 2022, 2023 and 2024.

48

Q1

Q2

Q3

Q4

91
91
91

91
92
94

Days

2022
2023
2024

92
91
90

91
91
91

2023 Business Overview
Our results of operations for each period were as follows:Year ended December 31,
2023

2022

Three Months Ended
December 31,
2023(In millions, except per
share amounts)

Net revenues
Gross profit
Gross margin as percentage of net
revenues
Operating income
Operating margin
Net income attributable to parent
company
Diluted earnings per share$ 17,286
8,287$ 16,128
7,635

September 30,
2023

December 31,
2022(Unaudited, in millions, except per shareamounts)

$

4,282
1,949

$

4,431
2,109

$

4,424
2,102

47.9 %
4,611
26.7 %

47.3 %
4,439
27.5 %

45.5 %
1,023
23.9 %

47.6 %
1,241
28.0 %

47.5 %
1,287
29.1 %

4,211
4.46

3,960
4.19

1,076
1.14

1,090
1.16

1,248
1.32

Our total available market is defined as “TAM”, while our serviceable available market is defined as“SAM” and represents the market for products sold by us (i.e., TAM excluding major devices such as
microprocessors, DRAM and flash-memories, optoelectronics devices other than optical sensors, video
processing and wireless application specific market products, such as baseband and application processors).
Based on industry data published by WSTS, semiconductor industry revenues in 2023 decreased on a
year-over-year basis by approximately 8% for the TAM and increased by approximately 4% for the SAM, toreach approximately $527 billion and $295 billion, respectively. In the fourth quarter of 2023, on a year-overyear basis, the TAM increased by approximately 12% and the SAM increased by approximately 8%.
Sequentially, the TAM increased by approximately 8% and the SAM increased by approximately 2%.
Full year 2023 net revenues increased 7.2% to $17.29 billion; gross margin was 47.9% and operating
margin was 26.7%.
Our fourth quarter net revenues amounted to $4,282 million, decreasing 3.2% year-over-year, grossmargin was 45.5%, and operating margin was 23.9%. On a sequential basis, fourth quarter net revenues
decreased 3.4%, 40 basis points lower than the mid-point of our guidance. On a sequential basis, ADG reported
an increase in net revenues, AMS was stable and MDG decreased.
Our quarterly performance was below the SAM on a sequential and a year-over-year basis.
Our effective average exchange rate was $1.08 for €1.00 for the full year 2023, as compared to $1.10 for€1.00 for the full year 2022. Our effective average exchange rate for the fourth quarter of 2023 was $1.08 for€1.00, compared to $1.09 for €1.00 for the third quarter of 2023 and $1.04 for €1.00 in the fourth quarter of2022. For a more detailed discussion of our hedging arrangements and the impact of fluctuations in exchange
rates, see “Impact of Changes in Exchange Rates”.
Our 2023 gross margin increased 60 basis points to 47.9% from 47.3% in 2022, principally driven by the
positive impact of the combination of product mix and pricing, partially offset by higher input manufacturingcosts and unused capacity charges.

49

Our fourth quarter 2023 gross profit was $1,949 million and gross margin was 45.5%, 50 basis points
below the mid-point of our guidance, mainly due to a less favorable product mix. On a sequential basis, grossmargin decreased by 210 basis points mainly due to a less favorable product mix, negative sales price impact,and higher unused capacity charges. On a year-over-year basis, gross margin decreased 200 basis points, due tohigher input manufacturing costs, unused capacity charges, and negative currency effect net of hedging, partially
offset by the combination of sales price and product mix.
Our operating expenses, comprised of aggregated selling, general & administrative (“SG&A”) andresearch & development (“R&D”) expenses, amounted to $3,731 million in 2023, increasing by 11.2% from
$3,355 million in the prior year, mainly due to increased cost of labor and higher levels of activity, primarily in
R&D programs, partially offset by positive currency effects. On aggregate, R&D and SG&A expenses were$937 million for the fourth quarter of 2023, compared to $926 million and $850 million in the prior and yearago quarters, respectively. The sequential increase was mainly due to seasonality associated with lower vacation
days. The year-over-year increase of operating expenses was mainly due to higher cost of labor, negative
currency effects and higher levels of activity, primarily in R&D programs.
Other income and expenses, net, were $55 million in 2023 compared to $159 million in 2022, decreasing
mainly due to higher start-up costs primarily for our new 300mm fab in Agrate, Italy, partially offset by higher
income from public funding. Fourth quarter other income and expenses, net, were $11 million, compared to $58
million in the prior quarter and $35 million in the year-ago quarter. The sequential decrease was mainly due tolower income from public funding. The year-over-year decrease was principally driven by higher start-up costs.
Operating income in 2023 was $4,611 million, increasing by $172 million compared to 2022, mainly
driven by the combining effect of higher revenues and improved gross margin profitability, partially offset byhigher operating expenses.
Operating income in the fourth quarter decreased on a sequential and year-over-year basis to $1,023
million compared to $1,241 million and $1,287 million in the prior and year-ago quarter, respectively. The
sequential decrease was mainly due to lower gross profit and decreased R&D funding. The year-over-year
decrease was mainly due to lower revenues, decreased gross margin profitability and higher operating expenses.
Full year 2023 net income was $4,211 million, or $4.46 diluted earnings per share, compared to net
income of $3,960 million, or $4.19 diluted earnings per share for the full year 2022. Fourth quarter net income
increased on a sequential and year-over-year basis to $1,076 million, or $1.14 diluted earnings per share,compared to net income of $1,090 million, or $1.16 diluted earnings per share, in the prior quarter, and a net
income of $1,248 million, or $1.32 diluted earnings per share, in the year-ago quarter.
During 2023, our net cash from operating activities was at $5,992 million. Our net cash used in investing
activities was at $5,766 million with capital expenditure payments, net of proceeds from sales, capital grants andother contributions at $798 million and $4,111 million during the fourth quarter and full year 2023, respectively,
compared to $920 million and $3,524 million for the fourth quarter and full year 2022 respectively.
Our free cash flow, a non-U.S. GAAP measure, amounted to $1,774 million in 2023 compared to $1,591
million in 2022. Refer to “Liquidity and Capital Resources” for the reconciliation of the free cash flow, a nonU.S. GAAP measure, to our consolidated statements of cash flows.
During 2023, we received $329 million of proceeds from long-term debt and used $346 million for the
repurchase of common stock, $223 million of dividends paid to our shareholders and $169 million for long-term
debt repayment.
Business Outlook
Our first quarter 2024 outlook reflects revenues of approximately $3.6 billion at the mid-point, decreasing
year-over-year by 15.2%, and decreasing on a sequential basis by 15.9%, plus or minus 350 basis points. Grossmargin is expected to be at approximately 42.3%, plus or minus 200 basis points. For 2024, we plan to invest
about $2.5 billion in net capital expenditures.
We will drive the Company based on a plan for 2024 revenues in the range of $15.9 billion to $16.9
billion. Within this plan we expect a gross margin in the low to mid-40's.

50This outlook is based on an assumed effective currency exchange rate of approximately $1.09 = €1.00 for
the 2024 first quarter and includes the impact of existing hedging contracts. The first quarter will close on
March 30, 2024.
These are forward-looking statements that are subject to known and unknown risks and uncertainties that
could cause actual results to differ materially; in particular, refer to those known risks and uncertainties
described in “Cautionary Note Regarding Forward-Looking Statements” and “Item 3. Key Information — Risk
Factors” herein.
Other Developments
On January 10, 2024 we announced the Product Group Reorganization (as defined above)
On December 6, 2023, we announced the ST Edge AI Suite, a free-to-use integrated set of software tools
to complement ST hardware.
On November 24, 2023, we signed a fifteen-year power purchase agreement with ERG for the supply of
renewable energy to our operations in Italy over the 2024-2038 timeframe, in part to achieve our goal to becomecarbon neutral by 2027 on scope 1 and 2 and partially scope 3.
On September 19, 2023, we announced the decision of our Supervisory Board to propose that Mr. JeanMarc Chery be reappointed for a three-year mandate as the sole member of the Managing Board, our President
and Chief Executive Officer, for shareholder approval at the 2024 AGM.
On August 23, 2023, we published our IFRS 2023 Semi Annual Accounts for the six-month period ended
July 1, 2023 on our website and filed them with the Netherlands Authority for the Financial Markets (Autoriteit
Financiële Markten) (“AFM”).
On June 20, 2023, we signed an agreement with Airbus to cooperate on power electronics research &development to support more efficient and lighter power electronics, essential for future hybrid-powered aircraft
and full-electric urban air vehicles.
On June 7, 2023, we signed an agreement with Sanan Optoelectronics to create a new 200mm siliconcarbide device manufacturing joint venture in Chongqing, China (“SST JV”).
On June 5, 2023, we announced the finalization of our agreement with GlobalFoundries Inc. to create a
new, jointly-operated, high-volume semiconductor manufacturing facility in Crolles, France.
On May 24, 2023, we announced that the members of our Supervisory Board appointed Mr. Nicolas
Dufourcq as the Chairman and Mr. Maurizio Tamagnini as the Vice-Chairman of the Supervisory Board,
respectively, for a three-year term to expire at the end of the 2026 AGM.
On May 24, 2023, we held our AGM in Amsterdam, the Netherlands. The proposed resolutions, allapproved by the shareholders, were:•

The adoption of the Company's Statutory Annual Accounts for the year ended December 31, 2022,
prepared in accordance with International Financial Reporting Standards (IFRS-EU) and filed with
the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) on March 23,
2023;

•

The distribution of a cash dividend of $0.24 per outstanding share of the Company’s common stock
to be distributed in quarterly installments of $0.06 in each of the second, third and fourth quarters of2023 and first quarter of 2024;•

The reappointment of Mr. Frédéric Sanchez and Mr. Maurizio Tamagnini, as members of theSupervisory Board for a three-year term to expire at the end of the 2026 AGM;•

The reappointment of Ms. Ana de Pro Gonzalo, as member of the Supervisory Board, for a twoyear term expiring at the end of the 2025 AGM;

51

•

The reappointment of Mr. Yann Delabrière, as member of the Supervisory Board, for a one-year
term expiring at the end of the 2024 AGM;•

The appointment of Mr. Paolo Visca, as member of the Supervisory Board, for a three-year term
expiring at the 2026 AGM, in replacement of Mr. Alessandro Rivera whose mandate expired at theend of the 2023 AGM;•

The appointment of Ms. Hèlène Vletter-van Dort, as member of the Supervisory Board, for a twoyear term expiring at the end of the 2025 AGM, in replacement of Ms. Heleen Kersten whose
mandate expired at the end of the 2023 AGM;•

The approval of the stock-based portion of the compensation of the President and CEO;•The authorization to the Managing Board, until the end of the 2024 AGM, to repurchase shares,
subject to the approval of the Supervisory Board;•

The delegation to the Supervisory Board of the authority to issue new common shares, to grantrights to subscribe for such shares, and to limit and/or exclude existing shareholders’ pre-emptive
rights on common shares, until the end of the 2024 AGM;•

The discharge of the sole member of the Managing Board; and•The discharge of the members of the Supervisory Board.

On April 20, 2023, we announced the publication of our 26th sustainability report detailing our 2022
performance.
On April 13, 2023, we signed a multi-year supply agreement with ZF for the supply of our silicon carbide
devices.
Results of Operations
Segment Information
We design, develop, manufacture and market a broad range of products, including discrete and standard
commodity components, ASICs, full-custom devices and semi-custom devices and ASSPs for analog, digitaland mixed-signal applications. In addition, we further participate in the manufacturing value chain of smartcard
products, which includes the production and sale of both silicon chips and smartcards.
As of December 31, 2023, our reportable segments were as follows:•

Automotive and Discrete Group (ADG), comprised of dedicated automotive integrated circuits(“ICs”), and discrete and power transistor products.

•

Analog, MEMS and Sensors Group (AMS), comprised of analog, smart power, MEMS sensors andactuators, and optical sensing solutions.

•

Microcontrollers and Digital ICs Group (MDG), comprised of general-purpose microcontrollers
and microprocessors, connected security products (e.g. embedded secured elements and NFC
readers), memories (e.g. serial and page EEPROM) and RF and Communications products.

Net revenues of “Others” include revenues from sales assembly services and other revenues. For thecomputation of the segments’ internal financial measurements, we use certain internal rules of allocation for thecosts not directly chargeable to the segments, including cost of sales, SG&A expenses and a part of R&D
expenses. In compliance with our internal policies, certain costs are not allocated to the segments, but reported
in “Others”. Operating income (loss) of Others includes items such as unused capacity charges, including
reduced manufacturing activity due to COVID-19 and incidents leading to power outage, impairment,
restructuring charges and other related closure costs, management reorganization expenses, start-up and phase-52

out costs, and other unallocated income (expenses) such as: strategic or special R&D programs, certain
corporate-level operating expenses, patent claims and litigations, and other costs that are not allocated to productgroups, as well as operating earnings of other products. In addition, depreciation and amortization expense ispart of the manufacturing costs allocated to the segments and is neither identified as part of the inventory
variation nor as part of the unused capacity charges; therefore, it cannot be isolated in cost of sales. Finally,
public grants are allocated to our segments proportionally to the incurred expenses on the sponsored projects..
Wafer costs are allocated to the segments based on actual cost. From time to time, with respect to specifictechnologies, wafer costs are allocated to segments based on market price.
In the first quarter of 2024, we announced that we are re-organizing our product groups and reportablesegments to further accelerate our time-to-market and the efficiency of our product development. Effective as ofFebruary 5, 2024, we have moved from three product groups and three reportable segments (ADG, AMS and
MDG), to two product groups and four reportable segments, as follows:•

Analog, Power & Discrete, MEMS and Sensors, led by Marco Cassis, ST President and member of the
Executive Committee, including two reportable segments (Analog Products, MEMS and Sensors (andPower and Discrete Products; and•Microcontrollers, Digital ICs and RF products, led by Remi El-Ouazzane, ST President and member ofthe Executive Committee, including two reportable segments (Microcontrollers and Digital ICs and RF
Products.

Annual Results of Operations
The following table sets forth certain financial data from our consolidated statements of income:2023

Net sales
Other revenues
Net revenues
Cost of sales
Gross profit
Selling, general and administrative expenses
Research and development expenses
Other income and expenses, net
Impairment, restructuring charges and otherrelated closure costs
Operating income
Interest income (expense), net
Other components of pension benefit costs
Loss on financial instruments, net
Income before income taxes andnoncontrolling interest
Income tax expense
Net income
Net income attributable to noncontrollinginterest
Net income attributable to parent
company stockholders

2022$ million% of netrevenues$ 17,239$47$ 17,286$ (8,999)$ 8,287$ (1,631)$ (2,100)$55

99.7 % $ 16,083
0.3 $
45
100.0 $ 16,128
52.1 $ (8,493)
47.9 $ 7,635(9.4) $ (1,454)(12.2) $ (1,901)
0.3 $ 159

$ million$—$ 4,611$ 171$ (19)
$
—

—
26.7
1.0
(0.1)
—

$ 4,763$ (541)$ 4,22227.6 $ 4,486(3.1) $ (520)
24.4 $ 3,966

$

(11)

$ 4,21153$—$ 4,439$58$ (11)
$
—

— $

(6)

24.4 % $ 3,960

2021% of netrevenues$ million% of netrevenues

99.7 % $ 12,729
0.3 $32
100.0 $ 12,761(52.7) $ (7,435)
47.3 $ 5,326(9.0) $ (1,323)(11.8) $ (1,723)
1.0 $ 14199.7 %
0.3
100.0(58.3)
41.7(10.4)(13.5)
1.2

—
27.5
0.4
(0.1)
—

$
(2)
$ 2,419$ (29)$ (10)$ (43)

—
19.0
(0.2)
(0.1)
(0.4)

27.8 $ 2,337(3.2) $ (331)24.6 $ 2,006

18.3
(2.6)
15.7

— $

(6)

—

24.6 % $ 2,000

15.7 %

Net revenues

2023

Net sales
Other revenues
Net revenues$$$

Year Ended December 31,
2022
2021
(in millions)

17,23947
17,286$$$

16,08345
16,128$$$% Variation
2023 vs 2022 2022 vs 2021

12,72932
12,761

7.2 %
4.2
7.2 %

26.3 %
40.3
26.4 %

Our 2023 net revenues increased 7.2% compared to the prior year, as a result of an approximate 19%
increase in average selling prices, driven by a more favorable product mix, partially offset by a 12% decrease involumes.
Our 2022 net revenues increased 26.4% compared to the prior year, as a result of an approximate 27%
increase in average selling prices, driven by a more favorable product mix and sales price increase, partially
offset by 1% decrease in volumes.
In 2023, 2022 and 2021, our largest customer, Apple, accounted for 12.3%, 16.8% and 20.5% of our net
revenues, respectively, reported within our three product groups.
Net revenues by product group

2023

ADG

$

AMS
MDG
OthersTotal consolidated net revenues

7,848
3,991
5,431
16
$ 17,286

Year Ended
2022(In millions)

$

5,969
4,911
5,228
20
$ 16,128

2021% Variation
2023 vs 2022 2022 vs 2021

$

4,350
4,587
3,802
22
$ 12,761

31.5 %(18.7)
3.9—
7.2 %

37.2 %
7.1
37.5—
26.4 %For the full year 2023, ADG revenues were up 31.5% with higher average selling prices of approximately
48%, thanks to a better product mix and higher selling prices, partially offset by lower volumes ofapproximately 16%. AMS revenues decreased 18.7% due to lower volumes of approximately 13% and lower
average selling prices of approximately 6%. MDG revenues increased by 3.9% compared to prior year, driven
by higher average selling prices of approximately 7%, due to a better product mix, partially offset by lower
volumes of approximately 3%.
For the full year 2022, ADG revenues were up 37.2% with higher average selling prices of approximately
40%, thanks to a better product mix and higher selling prices, partially offset by lower volumes ofapproximately 3%. AMS revenues increased 7.1%,due to higher average selling prices of approximately 18%,
mainly due to a better product mix, partially offset by lower volumes of approximately 11%. MDG revenues
increased 37.5% compared to prior year, driven by higher average selling prices of approximately 24%, due to abetter product mix and higher selling prices, and higher volumes of approximately 14%.
Net revenues by Market Channel(1)Year Ended December 31,
2023
2022
2021
(As percentage of net revenues)

OEM
Distribution
Total
(1)

66 %
34
100 %

67 %
33
100 %

66 %
34
100 %

Original Equipment Manufacturers (“OEM”) are the end-customers to which we provide direct marketing application engineering
support, while Distribution refers to the distributors and representatives that we engage to distribute our products around the world.

54

By market channel, our 2023 net revenues in Distribution amounted to 34% of our total consolidated
revenues, increasing from 33% in 2022. When comparing 2022 with 2021 figures, net revenues in Distribution
had decreased by 1 percentage point, from 34% to 33%.
Net Revenues by Location of Shipment(1)2023Europe, Middle-East and Africa ("EMEA")
Americas
Asia PacificTotal consolidated net revenues

$
$
$
$

Year Ended December 31,
2022
2021
(In millions)

4,836
2,724
9,726
17,286

$
$
$
$

3,619
2,310
10,19916,128

$
$
$
$

2,557
1,525
8,679
12,761% Variation
2023 vs 2022 2022 vs 2021

33.7 %
17.9
(4.6)
7.2 %

41.6 %
51.4
17.5
26.4 %__________________(1)
Net revenues by location of shipment are classified by location of customer invoiced or reclassified by shipment destination in linewith customer demand. For example, products ordered by U.S.-based companies to be invoiced to Asia Pacific affiliates areclassified as Asia Pacific revenues. Furthermore, the comparison among the different periods may be affected by shifts in shipmentsfrom one location to another, as requested by our customers.

By location of shipment, EMEA revenues grew 33.7%, mainly driven by higher sales in Automotive andPower Discrete. Americas revenues increased 17.9%, mainly due to higher sales in Power Discrete, RF
Communications and Automotive. Asia Pacific revenues decreased 4.6% mainly driven by lower sales in
Imaging and MEMS partially offset by higher sales in Automotive and Power Discrete.
In 2022, EMEA revenues grew 41.6%, mainly driven by higher sales in Microcontrollers andAutomotive. Americas revenues increased 51.4%, mainly due to higher sales in Microcontrollers, Automotive,
RF Communications and Power Discrete. Asia Pacific revenues increased 17.5% mainly driven by higher salesin Automotive, Microcontrollers and Power Discrete.
Gross profit
Year Ended December 31,
2023
2022
2021
(In millions)

Cost of sales
Gross profit
Gross margin (as percentage of net revenues)$ (8,999) $ (8,493) $ (7,435)$ 8,287$ 7,635$ 5,32647.9 %
47.3 %
41.7 %

Variation
2023 vs 2022 2022 vs 2021

(6.0)%
8.5 %60 bps

(14.2)%
43.4 %
560 bps

In 2023, gross margin increased 60 basis points to 47.9% from 47.3% in 2022, principally driven by the
positive impact of the combination of product mix and pricing, partially offset by higher input manufacturingcosts and unused capacity charges.
In 2022, gross margin increased by 560 basis points to 47.3% from 41.7% in 2021, principally driven byfavorable pricing, improved product mix and positive currency effects, net of hedging, partially offset by the
inflation of manufacturing input costs. Unused capacity charges in 2022 were $22 million.
Operating expenses
Year Ended December 31,
2023
2022
2021
(In millions)

Selling, general and administrative expenses $ (1,631) $ (1,454) $ (1,323)
Research and development expenses$ (2,100) $ (1,901) $ (1,723)
Total operating expenses$ (3,731) $ (3,355) $ (3,046)
As percentage of net revenues
21.6 %
20.8 %
23.9 %

55

Variation
2023 vs 2022
2022 vs 2021

(12.2) %(10.5)(11.2)%
80bps(9.9) %
(10.4)(10.2)%-310bps

The 2023 operating expenses increased 11.2% from $3,355 million in the prior year, mainly due toincreased cost of labor and higher levels of activity, primarily in R&D programs, partially offset by positive
currency effects.
The 2022 operating expenses increased 10.2% compared to the prior year, mainly due to higher cost oflabor and higher levels of activity primarily in R&D programs, partially offset by positive currency effects, netof hedging.
The R&D expenses were net of research tax credits, which amounted to $126 million in 2023, $106
million in 2022 and $130 million in 2021.
Other income and expenses, net

2023

Public funding
Phase-out and start-up costs
Exchange gain (loss), net
Patent costs
Gain on sale of non-current assets
COVID-19 incremental costs
Other, net
Other income and expenses, net
As percentage of net revenues

$
$
$
$
$
$
$
$

Year Ended December 31,
2022
2021
(In millions)

201$(134) $
5$(12) $
6$—$(11) $
55
$
0.3 %

177
$
(13) $
15
$
(8) $
2
$
(10) $
(4) $
159
$
1.0 %

162
—
7
(10)
5
(19)
(4)
141
1.2 %

In 2023 we recognized other income, net, of $55 million, decreasing compared to $159 million in 2022.
The decrease was mainly due to higher start-up costs primarily for our new 300mm fab in Agrate, Italy, partially
offset by higher income from public funding.
In 2022 we recognized other income, net, of $159 million, increasing compared to $141 million in 2021.
The increase was mainly due to higher public funding.
Operating income

2023

Operating income
As percentage of net revenues

Year Ended December 31,
2022
2021
(In millions)$ 4,611$ 4,439$ 2,41926.7 %
27.5 %
19.0 %

Operating income in 2023 was $4,611 million, increasing by $172 million compared to 2022, mainly
driven by the combining effect of higher revenues and improved gross margin profitability, partially offset byhigher operating expenses.
Operating income in 2022 was $4,439 million, increasing by $2,020 million compared to 2021, mainly
driven by the combining effect of higher revenues and improved gross margin profitability, partially offset byhigher operating expenses.

56

Operating income by product group
Year Ended December 31,
2022

2023

ADG
AMS
MDG
Total operating income of productgroupsOthers(1)Total consolidated operating income$ million% of netrevenues$ 2,497$ 690$ 1,838

31.8
17.3
33.8

$ 5,025$ (414)$ 4,611

29.1$ 4,536—$(97)
26.7 % $ 4,439

2021$ million% of netrevenues$ million% of netrevenues$ 1,469$ 1,237$ 1,830

24.6
25.2
35.0

$ 512
$ 1,022
$ 908

11.8
22.5
23.7

28.1
$ 2,442—$(23)
27.5 % $ 2,419

19.2—
19.0 %________________________(1)

Operating income (loss) of “Others” includes items such as unused capacity charges, including unloading charges due to COVID-19
and incidents leading to power outage, impairment, restructuring charges and other related closure costs, management reorganization
costs, start-up and phase-out costs, and other unallocated expenses such as: strategic or special R&D programs, certain corporate-level
operating expenses, patent claims and litigations, and other costs that are not allocated to product groups, as well as operating earningsof other products.

In 2023, ADG operating income was $2,497 million compared to $1,469 million in 2022, with higher
profitability in both Automotive and Power Discrete. AMS operating income decreased by $547 million to $690
million, with all subgroups decreasing. MDG operating income increased by $8 million from $1,830 million in
2022.
In 2022, ADG operating income was $1,469 million compared to $512 million in 2021, with higher
profitability in both Automotive and Power Discrete. AMS operating income increased by $215 million to$1,237 million, with all subgroups contributing. MDG operating income increased by $922 million from $908
million in 2021, driven by both Microcontrollers and RF Communications.
Reconciliation to consolidated operating income

2023

Total operating income of product groups
Impairment, restructuring charges and otherrelated closure costs
Impairment loss on intangible assets acquired
through recent business combinations
Start-up and phase-out costs
Unused capacity charges
Other unallocated manufacturing results
Gain on sale of non-current assets
Strategic and other research and development
programs and other non-allocated provisions(1)Total operating loss Others
Total consolidated operating income(1)Year Ended December 31,
2022(In millions)

2021

$

5,025

$

4,536

$

2,442

$

—

$

—

$

(2)

$
$
$
$
$

(36)
(134)
(120)
(94)
4

$
$
$
$
$

—
(13)
(22)
(57)
2

$

—

$
$
$

(16)
1
3

$
$
$

(34) $(414) $
4,611 $

(7) $(97) $
4,439 $

(9)
(23)
2,419

Includes unallocated income and expenses such as certain corporate-level operating expenses and other income (costs) that are notallocated to the product groups.

57

Interest income (expense), net

2023

Interest income (expense), net$

Year Ended December 31,
2022
2021
(In millions)

171

$

58

$

(29)

In 2023, we recorded a net interest income of $171 million, compared to net interest income of $58
million and a net interest expense of $29 million in 2022 and 2021, respectively. In 2023, net interest income
was composed of $226 million of interest income, offset by interest expense on borrowings and banking fees of$55 million. In 2022, net interest income was composed of $71 million of interest income, partially offset byinterest expense on borrowings and banking fees of $13 million.
Interest expense includes the financial cost of the convertible bonds issued by the Company in 2020. On
January 1, 2022, we adopted the new U.S. GAAP reporting guidance on distinguishing liabilities from equity
and EPS, by applying the modified retrospective method, under which prior year periods are not restated.
Interest expense recorded in 2021 included a charge of $34 million related to the outstanding senior unsecured
convertible bonds, mainly resulting from the non-cash accretion expense, as recorded under the previous
accounting guidance. With the adoption of the new guidance, the finance cost of the convertible debt
instruments outstanding at the date of adoption is limited to the amortization expense of debt issuance costs. The
amortization expense of debt issuance costs amounted to $1 million for the year ended December 31, 2023,$1 million for the year ended December 31, 2022 and $3 million for the year ended December 31, 2021.
In 2021, interest expense on our borrowings and banking fees amounted to $42 million, of which $34
million was a non-cash interest expense resulting from the accretion of the liability component of our seniorunsecured convertible bonds. The interest expense was partially offset by $13 million of interest income on cash
and cash equivalents, short-term deposits and marketable securities.
Income tax expense

2023

Income tax expense$

Year Ended December 31,
2022
2021
(In millions)(541) $

(520) $

(331)

In 2023, we registered an income tax expense of $541 million, compared to $520 million in 2022 and$331 million in 2021. These amounts reflect the actual taxes calculated on our income before income taxes ineach of our jurisdictions and tax benefits, net of valuation allowances, associated with our estimates of the net
operating loss realization, in certain jurisdictions, against future taxable profits, one-time tax benefits related toprevious year positions and our best estimate of additional tax charges related to potential uncertain tax positions
and claims.
In 2023, the effective tax rate was 15%, before $174 million of tax benefit from discrete items, which
included a one-time non-cash income tax benefit of $191 million.
In 2022, the effective tax rate was 15%, before $133 million of tax benefit from discrete items, which
included a one-time non-cash income tax benefit of $140 million.
In 2021, the effective tax rate was 15%, before $17 million of tax benefit from discrete items.
Our tax rate is variable and depends on changes in the level of operating results within various local
jurisdictions and on changes in the taxation rates applicable in these jurisdictions, as well as changes in
estimates and assumptions used when assessing our tax positions. Our income tax amounts and rates depend
also on our loss carry-forwards and their relevant valuation allowances, which are based on estimated projectedplans and available tax planning; in the case of material changes to these plans, the valuation allowances could
be adjusted accordingly with an impact on our income tax expense (benefit). We currently enjoy certain tax
benefits in some countries. Such benefits may not be available in the future due to changes in the local
jurisdictions; our effective tax rate could be different in future periods and may increase in the coming years. In

58addition, our yearly income tax expense includes the estimated impact of provisions related to income tax
positions which have been considered as uncertain.
Net income attributable to noncontrolling interest

2023

Net income attributable to noncontrolling interest$

Year Ended December 31,
2022
2021
(In millions)(11) $(6) $(6)

Net income attributable to noncontrolling interest amounted to $11 million in 2023 and $6 million in
2022 and 2021.
Net income attributable to parent company

2023

Net income attributable to parent company
As percentage of net revenues

Year Ended December 31,
2022
2021
(In millions)$ 4,211$ 3,960$ 2,000
24.4 %
24.6 %
15.7 %For 2023, we reported a net income attributable to parent company of $4,211 million, compared to $3,960
million and $2,000 million for 2022 and 2021, respectively.
The 2023 net income attributable to parent company represented diluted earnings per share of $4.46
compared to $4.19 and $2.16 for 2022 and 2021, respectively.
Diluted earnings per share for the years 2023 and 2022 included the full dilutive effect of our outstanding
convertible debt upon adoption of the newly applicable U.S. GAAP reporting guidance on January 1, 2022.
Prior year period has not been restated.
Quarterly Results of Operations
Certain quarterly financial information for the years 2023 and 2022 are set forth below. Such information
is derived from our unaudited Consolidated Financial Statements, prepared on a basis consistent with the audited
Consolidated Financial Statements that include, in our opinion, all normal adjustments necessary for a fairstatement of the interim information set forth therein. Operating results for any quarter are not necessarily
indicative of results for any future period. In addition, in view of the significant volatility we have experienced
in recent years, the increasingly competitive nature of the markets in which we operate, the changes in products
mix and the currency effects of changes in the composition of sales and production among different geographic
regions, we believe that period-to-period comparisons of our operating results should not be relied upon as anindication of future performance.
Our quarterly and annual operating results are also affected by a wide variety of other factors that could
materially and adversely affect revenues and profitability or lead to significant variability of operating results,
please see “Item 3. Key Information — Risk Factors — Risks Related to Our Operations”. As only a portion of
our expenses varies with our revenues, there can be no assurance that we will be able to reduce costs promptly
or adequately in relation to revenue declines to compensate for the effect of any such factors. As a result,unfavorable changes in the above or other factors have in the past and may in the future adversely affect ouroperating results. Quarterly results have also been and may be expected to continue to be substantially affectedby the cyclical nature of the semiconductor and electronic systems industries, the speed of some process andmanufacturing technology developments, market demand for existing products, the timing and success of new
product introductions and the levels of provisions and other unusual charges incurred. Certain additions of ourquarterly results will not total our annual results due to rounding.

59

Net revenues
Three Months Ended
December 31, September 30, December 31,
2023
2023
2022
(Unaudited, in millions)

Net sales
Other revenues
Net revenues

$
$
$

4,262
20
4,282

$
$
$

4,416
15
4,431

$
$
$

% Variation
YearOverSequential
Year

4,408
16
4,424

(3.5) %
34.4
(3.4)%(3.3) %
30.1
(3.2)%

Our fourth quarter 2023 net revenues amounted to $4,282 million, registering a sequential decrease of
3.4%, 40 basis points below the mid-point of the released guidance. The sequential decrease resulted from lower
volumes of approximately 3%.
On a year-over-year basis, our net revenues decreased by 3.2%. This decrease was mainly due to lower
volumes of approximately 10%, partially offset by higher average selling prices of approximately 7%, driven bya more favorable product mix.
Net revenues by product group
Three Months Ended
December 31, September 30, December 31,
2023
2023
2022
(Unaudited, in millions)

ADG
AMS
MDG
OthersTotal consolidated net revenues

$
$
$
$
$

2,060
993
1,225
4
4,282

$
$
$
$
$

2,025
990
1,412
4
4,431

$
$
$
$
$

1,696
1,339
1,383
6
4,424

% Variation
YearOverSequential
Year

1.7 %
0.4
(13.3)—(3.4)%

21.5 %(25.8)(11.5)—(3.2)%

On a sequential basis, ADG revenues were up 1.7%, driven by an approximate 12% increase in average
selling prices, mainly due to a more favorable product mix, partially offset by lower volumes of approximately
10%. AMS revenues remained substantially flat as lower average selling prices of 7% were fully offset byhigher volumes of approximately 7%. MDG revenues decreased 13.3% due to lower average selling prices ofapproximately 13%, mainly due to a less favorable product mix.
On a year-over-year basis, fourth quarter net revenues decreased 3.2%. ADG revenues increased 21.5%
compared to the year-ago quarter due to higher average selling prices of approximately 37%, due to a better
product mix and higher selling prices, partially offset by lower volumes of approximately 15%. AMS quarter
revenues decreased 25.8% year-over-year due to lower average selling prices of approximately 21%, mainly due
to a less favorable product mix, and lower volumes of approximately 5%. MDG fourth quarter revenues
decreased 11.5%, driven by lower average selling prices of approximately 8%, and lower volumes ofapproximately 4%.
Net Revenues by Market Channel(1)Three Months Ended
September
December 31,
30,
December 31,
2023
2023
2022
(Unaudited, in %)OEM
Distribution
Total

70 %
30
100 %

60

67 %
33
100 %

68 %
32
100 %

(1)

Original Equipment Manufacturers (“OEM”) are the end-customers to which we provide direct marketing application engineering
support, while Distribution refers to the distributors and representatives that we engage to distribute our products around the world.

By market channel, our fourth quarter revenues in Distribution amounted to 30% of our total net revenues,
3% and 2% lower compared to the previous and year-ago quarters, respectively.
Net Revenues by Location of Shipment(1)Three Months Ended
September
December 31,
30,
December 31,
2023
2023
2022
(Unaudited, in millions)

EMEA
Americas
Asia PacificTotal consolidated net revenues
(1)

$
$
$
$

1,174
654
2,454
4,282

$
$
$
$

1,231
685
2,515
4,431

$
$
$
$

1,065
669
2,690
4,424

% Variation
YearOverSequentialYear(4.6) %
(4.4)
(2.4)
(3.4)%

10.3 %(2.2)(8.8)(3.2)%Net revenues by location of shipment are classified by location of customer invoiced or reclassified by shipment destination in linewith customer demand. For example, products ordered by U.S.-based companies to be invoiced to Asia Pacific affiliates areclassified as Asia Pacific revenues. Furthermore, the comparison among the different periods may be affected by shifts in shipmentsfrom one location to another, as requested by our customers.

By region of shipment, in the 2023 fourth quarter, EMEA revenues decreased 4.6%, mainly driven bylower sales in Microcontrollers partially offset by higher revenues in Automotive. Americas revenues decreased
4.4%, mainly due to lower sales in Microcontrollers partially offset by RF Communications. Asia Pacificrevenues decreased by 2.4%, mainly due to lower sales in Microcontrollers and Imaging, partially offset byhigher sales in the Automotive sub-group.
On a year-over-year basis, EMEA revenues grew 10.3%, mainly driven by higher sales in Automotive
partially offset by lower sales in Microcontrollers. Americas revenues decreased 2.2%, mainly due to lower
sales in Microcontrollers partially offset by higher sales in RF Communications. Asia Pacific revenues
decreased 8.8%, mainly due to lower sales in Imaging and Microcontrollers, partially offset by higher sales in
the Automotive and Power Discrete sub-groups.
Gross Profit
Three Months Ended
December 31,
2023

September 30,
2023

Variation

December 31,
2022

Sequential

YearOverYear(Unaudited, in millions)

Cost of sales
Gross profit
Gross margin(as percentage of net revenues)$ (2,333)$ 1,949$ (2,322)$ 2,10945.5 %

47.6 %$ (2,322)$ 2,10247.5 %

0.5 %(7.6)%

0.5 %(7.3)%-210bps200 bps

Fourth quarter gross profit was $1,949 million and gross margin was 45.5%, 50 basis points below the
mid-point of our guidance, mainly due to a less favorable product mix. On a sequential basis, gross margindecreased by 210 basis points mainly due to a less favorable product mix, negative sales price impact, andhigher unused capacity charges. On a year-over-year basis, gross margin decreased 200 basis points, due tohigher input manufacturing costs, unused capacity charges, and negative currency effect net of hedging, partially
offset by the combination of sales price and product mix.

61

Operating expenses
Three Months Ended
December 31, September 30, December 31,
2023
2023
2022
(Unaudited, in millions)

Selling, general and administrative
expenses
Research and development expenses
Total operating expenses
As percentage of net revenues$$$(416) $
(521) $
(937) $
21.9 %(407) $
(519) $(926) $
20.9 %

(378)
(472)
(850)
19.2 %% Variation
YearOverSequentialYear(2.5) %
(0.3)
(1.2)%
100 bps(10.2) %(10.3)(10.2)%
270 bps

On a sequential basis, operating expenses increased by $11 million, mainly due to seasonality associatedwith lower vacation days.
On a year-over-year basis, operating expenses increased by $87 million, mainly due to higher cost oflabor, negative currency effects and higher levels of activity, primarily in R&D programs.
R&D expenses were net of research tax credits, which amounted to $33 million in the fourth quarter of2023, compared to $27 million and $33 million in the prior and year-ago quarters, respectively.
Other income and expenses, net
Three Months Ended
September
December 31,
30,
December 31,
2023
2023
2022
(Unaudited, in millions)Public funding
Start-up and phase-out costs
Exchange gain (loss), net
Patent costs
Gain on sale of non-current assets
COVID-19 incremental costs
Other, net
Other income and expenses, net

$
$
$
$
$
$
$
$

As percentage of net revenues

56$(34) $
(2) $
(4) $
—
$
—
$
(5) $
11
$
0.2 %

93
$
(33) $
5
$
(3) $
1
$
—
$
(5) $
58
$
1.3 %

47
(11)
2
(1)
—
(1)
(1)
35
0.8 %

Fourth quarter other income and expenses, net, amounted to $11 million, compared to $58 million in theprior quarter and $35 million in the year-ago quarter. The sequential decrease was mainly due to lower income
from public funding. The year-over-year decrease was principally driven by higher start-up costs.
Operating income
Three Months Ended
September
December 31,
30,
December 31,
2023
2023
2022
(Unaudited, in millions)Operating income
As percentage of net revenues

$

1,023
$
23.9 %

1,241$
28.0 %

1,287
29.1 %In the fourth quarter of 2023, operating income was $1,023 million, compared to an operating income of$1,241 million and $1,287 million in the prior and year-ago quarters, respectively.

62

The sequential decrease was mainly due to lower gross profit and decreased R&D funding. The yearover-year decrease was mainly due to lower revenues, decreased gross margin profitability and higher operating
expenses.
Operating income by product group

December 31, 2023

ADG
AMS
MDG
Total operating income of productgroupsOthers(1)Total consolidated operating income(1)(2)

Three Months Ended
September 30, 2023

$ million% of netrevenues$$$

31.9 % $
14.8
$
28.0
$

657
147
342

$ 1,146$ (123)$ 1,023% of net$ million
revenues(Unaudited)

638
186
496

26.8
$ 1,320—$(79)
23.9 % $ 1,241

December 31, 2022
$ million

31.5 % $
18.8
$
35.1
$

% of netrevenues

470
346
495

27.7 %
25.8
35.8

29.8
$ 1,311—$(24)
29.4 % $ 1,287

29.7—
29.1 %

Effective July 1, 2022, the Low Power RF business unit was transferred from AMS to MDG with no significant impact on segment
reporting. Prior year periods have been adjusted accordingly.
Operating income (loss) of “Others” includes items such as unused capacity charges, including unloading charges due to COVID-19
and incidents leading to power outage, impairment, restructuring charges and other related closure costs, management reorganization
costs, start-up and phase-out costs, and other unallocated expenses such as: strategic or special R&D programs, certain corporatelevel operating expenses, patent claims and litigations, and other costs that are not allocated to product groups, as well as operating
earnings of other products.

On a sequential basis, ADG fourth quarter operating income improved by $19 million, driven by
Automotive. AMS operating income decreased sequentially by $39 million, due to lower profitability in
Imaging. MDG operating income decreased by $154 million sequentially due to lower profitability in
Microcontrollers.
On a year-over-year basis, ADG operating income increased by $187 million, reflecting higher
profitability in Automotive. AMS operating income decreased by $199 million, due to lower profitability in all
sub-groups. MDG operating income decreased by $153 million, driven by Microcontrollers partially offset byhigher profitability in RF Communications.
Reconciliation to consolidated operating income
Three Months Ended
December 31, September 30, December 31,
2023
2023
2022
(Unaudited, in millions)

Total operating income of product groups
Total operating income of product groups
Impairment loss on intangible assets acquired
through business combinations
Start-up and phase-out costs
Unused capacity charges
Other unallocated manufacturing results
Gain on sale of non-current assets
Strategic and other R&D programs and othernon-allocated provisions
Total operating income (loss) Others
Total consolidated operating income

63

$
$

1,146 $
1,146 $

1,320 $
1,320 $

1,311
1,311

$
$
$
$
$

— $
(34) $(57) $(30) $— $— $(33) $(46) $
(3) $
— $

—
(11)
—
2
—

$
$
$

(2) $
(123) $
1,023 $

3 $(79) $
1,241 $

(15)
(24)
1,287

Interest income (expense), net
Three Months Ended
September
December 31,
30,
December 31,
2023
2023
2022
(Unaudited, in millions)Interest income (expense), net

$

57

$

44

$

33

In the fourth quarter of 2023, we recorded net interest income of $57 million, compared to $44 million in
the prior quarter and $33 million of net interest expense in the year-ago quarter. The fourth quarter net interest
income was composed of $71 million of interest income, partially offset by $14 million of interest expenses on
our borrowings and banking fees.
Income tax benefit (expense)
Three Months Ended
September
December 31,
30,
December 31,
2023
2023
2022
(Unaudited, in millions)

Income tax benefit (expense)

6

(188)

(66)

During the fourth quarter of 2023 we recorded an income tax benefit of $6 million while for the third
quarter of 2023 and the fourth quarter of 2022, we recorded an income tax expense of $188 million and $66
million, respectively.
The fourth quarter of 2023 income tax expense included a one-time tax benefit of $191 million.
Net income attributable to parent company
Three Months Ended
September
December 31,
30,
December 31,
2023
2023
2022

Net income attributable to parent company
As percentage of net revenues

$

1,076
$
25.1 %

1,090$
24.6 %

1,248
28.2 %For the fourth quarter of 2023, we reported a net income of $1,076 million, compared to a net income of$1,090 million and $1,248 million in the prior and year-ago quarters, respectively. For the fourth quarter 2023,
net income represented diluted earnings per share of $1.14 compared to $1.16 in the prior quarter and $1.32 in
the prior-year quarter.
Impact of Changes in Exchange Rates
Our results of operations and financial condition can be significantly affected by material changes in theexchange rates between the U.S. dollar and other currencies, particularly the Euro.
As a market practice, the reference currency for the semiconductor industry is the U.S. dollar and themarket prices of semiconductor products are mainly denominated in U.S. dollars. However, revenues for someof our products are quoted in currencies other than the U.S. dollar, such as Euro-denominated sales, andconsequently are directly affected by fluctuations in the value of the U.S. dollar. As a result of currency
variations, the appreciation of the Euro compared to the U.S. dollar could increase our level of revenues whentranslated into U.S. dollars or the depreciation of the Euro compared to the U.S. dollar could decrease our levelof revenues when reported in U.S. dollars. Over time and depending on market conditions, the prices in theindustry could align to the equivalent amount in U.S. dollars, except that there is a lag between the changes in64the currency rate and the adjustment in the price paid in local currency, which is proportional to the amplitude of
the currency swing, and such adjustment could be only partial and/or delayed, depending on market demand.
Furthermore, certain significant costs incurred by us, such as manufacturing costs, SG&A expenses, and R&D
expenses, are largely incurred in the currency of the jurisdictions in which our operations are located. Given thatmost of our operations are located in the Eurozone and other non-U.S. dollar currency areas, including
Singapore, our costs tend to increase when translated into U.S. dollars when the U.S. dollar weakens or todecrease when the U.S. dollar strengthens.
Our principal strategy to reduce the risks associated with exchange rate fluctuations is to balance as muchas possible the proportion of sales to our customers denominated in U.S. dollars with the amount of materials,
purchases and services from our suppliers denominated in U.S. dollars, thereby reducing the potential exchange
rate impact of certain variable costs relative to revenues. Moreover, in order to further reduce the exposure to
U.S. dollar exchange fluctuations, we hedge certain line items on our consolidated statements of income, inparticular with respect to a portion of cost of sales, most of R&D expenses and certain SG&A expenses, locatedin the Eurozone, which we designate as cash flow hedge transactions. We use two different types of hedging
instruments: forward contracts and currency options (including collars).
Our consolidated statements of income included income and expense items translated at the average U.S.
dollar exchange rate for the period, plus the impact of the hedging contracts expiring during the period. Our
effective average exchange rate was $1.08 for €1.00 for the full year 2023 and $1.10 for €1.00 for the full year
2022. Our effective exchange rate was $1.08 for €1.00 for the fourth quarter of 2023, $1.09 for €1.00 for thethird quarter of 2023 and $1.04 for €1.00 for the fourth quarter of 2022. These effective exchange rates reflect
the actual exchange rates combined with the effect of cash flow hedge transactions impacting earnings in the
period.
The time horizon of our cash flow hedging for manufacturing costs and operating expenses may run up to
24 months, for a limited percentage of our exposure to the Euro, depending on currency market circumstances.
As of December 31, 2023, the outstanding hedged amounts were €1,591 million to cover manufacturing costsand €685 million to cover operating expenses, at an average exchange rate of approximately $1.10 for €1.00(considering the collars at upper strike), maturing from January 4, 2024 to January 6, 2025. As of December 31,
2023, measured in respect to the exchange rate at period closing of about $1.10 to €1.00, these outstanding
hedging contracts and certain settled contracts covering manufacturing expenses capitalized in inventory
resulted in a deferred gain of approximately $54 million before tax, recorded in “Accumulated othercomprehensive income” in the consolidated statements of equity, compared to a deferred gain of approximately$17 million before tax as of December 31, 2022.
We also hedge certain manufacturing costs denominated in Singapore dollars (SGD); as of December 31,
2023, the outstanding hedged amounts were SGD 219 million at an average exchange rate of about SGD 1.33 to$1.00 maturing over the period from January 4, 2024 to November 27, 2024. As of December 31, 2023, thedeferred gain of these outstanding hedging contracts were $3 million, compared to deferred gain of
approximately $6 million before tax as of December 31, 2022.
Our cash flow hedging policy is not intended to cover our full exposure and is based on hedging adeclining portion of our exposure in the next four quarters. In 2023, as a result of our cash flow hedging, we
recycled to earnings a gain of $5 million, composed of a $1 million gain impacting cost of sales, a $3 million
gain impacting R&D and a $1 million gain impacting SG&A expenses. In 2022, as a result of our cash flow
hedging, we recycled to earnings a loss of $197 million, composed of a $129 million loss impacting cost of
sales, a $53 million loss impacting R&D and $15 million loss impacting SG&A expenses.
In addition to our cash flow hedging, in order to mitigate potential exchange rate risks on our commercial
transactions, we purchase and enter into foreign exchange forward contracts and currency options to coverforeign currency exposure in payables or receivables at our affiliates, which we do not designate for hedge
accounting. We may in the future purchase or sell similar types of instruments. See “Item 11. Quantitative andQualitative Disclosures About Market Risk” in our Form 20-F. Furthermore, we may not predict on a timely
basis the amount of future transactions in the volatile industry environment. No assurance may be given that ourhedging activities will sufficiently protect us against fluctuations in the value of the U.S. dollar. Consequently,
our results of operations have been and may continue to be impacted by fluctuations in exchange rates. The net
effect of our consolidated foreign exchange exposure in payables and receivables at our affiliates resulted in a65net gain of $5 million recorded in “Other income and expenses, net” in our 2023 consolidated statement ofincome compared to a net gain of $15 million and $7 million in 2022 and 2021, respectively.
The assets and liabilities of subsidiaries whose functional currency is different from the U.S. dollar
reporting currency are, for consolidation purposes, translated into U.S. dollars at the period-end exchange rate.
Income and expenses, as well as cash flows, are translated at the average exchange rate for the period. Thebalance sheet impact, as well as the income statement and cash flow impact, of these currency translations havebeen, and may be, significant from period to period since a large part of our assets and liabilities and activities
are accounted for in Euros as they are located in jurisdictions where the Euro is the functional currency.
Adjustments resulting from the currency translation are recorded directly in equity and are reported as“Accumulated other comprehensive income” in the consolidated statements of equity. As of December 31, 2023,
our outstanding indebtedness was denominated mainly in U.S. dollars and in Euros.
For a more detailed discussion, see “Item 3. Key Information — Risk Factors — Risks Related to Our
Operations”.
Impact of Changes in Interest Rates
Interest rates may fluctuate upon changes in financial market conditions and material changes can affectour results of operations and financial condition, since these changes can impact the total interest income
received on our cash and cash equivalents, short-term deposits and marketable securities, as well as the totalinterest expense paid on our financial debt.
Our interest income (expense), net, as reported in our consolidated statements of income, is the balance
between interest income received from our cash and cash equivalents, short-term deposits and marketablesecurities and interest expense recorded on our financial liabilities, including bank fees (including fees oncommitted credit lines or on the sale without recourse of receivables, if any). Our interest income is dependent
upon fluctuations in interest rates, mainly in U.S. dollars and Euros, since we invest primarily on a short-termbasis; any increase or decrease in the market interest rates would mean a proportional increase or decrease in ourinterest income. Our interest expenses are also dependent upon fluctuations in interest rates since our financial
liabilities include European Investment Bank (“EIB”) and Cassa Depositi e Prestiti SpA (“CDP SpA”) Floating
Rate Loans at Euribor plus variable spreads. See Note 15 to our Consolidated Financial Statements.
As of December 31, 2023, our total financial resources, including cash and cash equivalents, short-term
deposits and marketable securities, generated an average annual interest rate of 5.11%. At the same date, theaverage annual interest rate on our outstanding debt was 2.20%.
A rise in interest rates to address inflation or otherwise will also impact the base rates applicable in ourcredit arrangements and will result in borrowed funds becoming more expensive to us over time. These
financing and inflationary pressures may also reduce disposable income on a macro-economic basis, eroding thevalues of savings, and could have a negative impact on our customers’ ability to purchase our products in thesame volumes.
Impact of Changes in Equity Prices
As of December 31, 2023, we did not hold any significant investments in equity securities with a material
exposure to equity price risk. However, on these equity investments, carrying value could be reduced due tofurther losses or impairment charges. See Note 12 and Note 13 to our Consolidated Financial Statements.
Liquidity and Capital Resources
Treasury activities are regulated by our policies, which define procedures, objectives and controls. Ourpolicies focus on the management of our financial risk in terms of exposure to currency rates and interest rates.
Most treasury activities are centralized, with any local treasury activities subject to oversight from our headtreasury office. The majority of our cash and cash equivalents are held in U.S. dollars and Euros and are placedwith financial institutions rated at least as single A long-term rating from two of the major rating agencies,
meaning at least A3 from Moody’s Investors Service (“Moody’s”) and A- from Standard & Poor’s (“S&P”) or
Fitch Ratings (“Fitch”). Marginal amounts are held in other currencies. See “Item 11. Quantitative andQualitative Disclosures About Market Risk”.

66

Our total liquidity was $6,083 million as of December 31, 2023, increasing compared to $4,518 million
as of December 31, 2022. As of December 31, 2023, our total liquidity was comprised of $3,222 million in cash
and cash equivalents, $1,226 million in short-term deposits and $1,635 million in marketable securities, allclassified as current assets.
As of December 31, 2023, marketable securities were $1,635 million invested in U.S. Treasury Bonds,
with a rating of Aaa/AA+/AA+ from Moody’s, S&P and Fitch, respectively, and a weighted average maturity of
1.6 years. The securities are classified as available-for-sale and reported at fair value. This fair value
measurement corresponds to a Level 1 fair value hierarchy measurement. To optimize the return yield on our
short-term investments, we also held $1,226 million of available cash in short-term deposits as of December 31,
2023. These short-term deposits represent liquidity with maturity beyond three months and below one year withno significant risk of changes in fair value.
Cash flow
We maintain an adequate cash position and a low debt-to-equity ratio to provide us with adequate
financial flexibility. As in the past, our cash management policy is to finance our investment needs mainly withnet cash from operating activities.
During 2023, our cash and cash equivalents decreased by $36 million. The components of the net cash
decrease for 2023 and the comparable periods are set forth below:

2023

Net cash from operating activities
Net cash used in investing activities
Net cash used in financing activities
Effect of changes in exchange rates
Net cash increase (decrease)

$
$
$
$
$

Year Ended December 31,
2022
2021
(In millions)

5,992(5,766)
(267)
5
(36)

$
$
$
$
$

5,202
(4,591)
(567)
(11)
33

$
$
$
$
$

3,060
(1,518)(1,314)(9)219

Net cash from operating activities. Net cash from operating activities is the sum of (i) net income
adjusted for non-cash items and (ii) changes in net working capital. The net cash from operating activities in2023 was $5,992 million compared to $5,202 million in the prior year, increasing mainly due to higher net
income adjusted for non-cash items.
Net cash used in investing activities. Investing activities used $5,766 million in 2023, increasing from
$4,591 million in the prior year, mainly due to increased payments for net purchase of tangible assets which
totaled $4,111 million compared to $3,524 million in the prior year, higher purchases of marketable securities
and net investment in short-term deposits, partially offset by proceeds from marketable securities. Capital
investments for the year 2023 included (i) investments in advanced wafer fabs, such as the 300mm fab in
Crolles, France and the 300mm fab in Agrate, Italy; (ii) SiC activities, primarily in Singapore and Catania, Italy;and (iii) in selected programs of capacity growth in other front-end and back-end activities.
Net cash used in financing activities. Net cash used in financing activities was $267 million in 2023,
compared to net cash used in financing activities of $567 million in 2022, and consisted mainly of $346 million
repurchase of common stock, $223 million of dividends paid to our stockholders and $169 million repayment oflong-term debt, partially offset primarily by $329 million of proceeds from a new drawdown from our existing
credit facility with EIB.
Free Cash Flow (non-U.S. GAAP measure). We also present Free Cash Flow, which is a non-U.S. GAAP
measure, defined as (i) net cash from operating activities plus (ii) net cash used in investing activities, excluding
payment for purchase of (and proceeds from matured) marketable securities, and net investment in (andproceeds from) short-term deposits, which are considered as temporary financial investments. This definition
ultimately results in net cash from operating activities plus payment for purchase (and proceeds from sale) of
tangible, intangible and financial assets, proceeds from capital grants and other contributions, and net cash paid
for business acquisitions, if any.

67

We believe Free Cash Flow provides useful information for investors and management because itmeasures our capacity to generate cash from our operating and investing activities to sustain our operations. Free
Cash Flow does not represent total cash flow since it does not include the cash flows from, or used in, financing
activities.
Free Cash Flow reconciles with the total cash flow and the net cash increase (decrease) by including thepayment for purchases of (and proceeds from matured) marketable securities and net investment in (andproceeds from) short-term deposits, the net cash from (used in) financing activities and the effect of changes inexchange rates. Our definition of Free Cash Flow may differ from definitions used by other companies. Free
Cash Flow is determined from our unaudited interim consolidated statements of cash flows as follows:Year Ended December 31,
2023
2022
2021
(In millions)

Net cash from operating activities
Payment for purchase of tangible assets, net of proceeds from sale andproceeds from capital grants and other contributions
Payment for purchase of intangible assets, net of proceeds from sale
Payment for purchase of financial assets, net of proceeds from saleFree Cash Flow (non-U.S. GAAP measure)(1)
(1)

$

5,992

$

5,202

$

3,060

$ (4,111) $ (3,524) $ (1,828)$(97) $(87) $(97)$(10) $— $(15)$ 1,774 $ 1,591 $ 1,120

Free Cash Flow can also be expressed as Net cash from operating and investing activities, excluding cash from (used in) marketablesecurities and short-term deposits.

In 2023, we had a positive Free Cash Flow of $1,774 million, compared to positive $1,591 million andpositive $1,120 million in 2022 and 2021, respectively.
Capital Resources
Net Financial Position and Adjusted Net Financial Position (non-U.S. GAAP measures). Our Net
Financial Position represents the difference between our total liquidity and our total financial debt. Our totalliquidity includes cash and cash equivalents, 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.
Adjusted Net Financial Position represents net financial position less advances from capital grants, to present theeffect on total liquidity of advances received on capital grants for which capital expenditures have not been
incurred yet. Prior periods are not impacted. Net Financial Position and Adjusted Net Financial Position are not
U.S. GAAP measures, but we believe they 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 marketablesecurities and the total level of our financial debt. Our definition of Net Financial Position may differ fromdefinitions used by other companies and therefore comparability may be limited. Our Net Financial Position andAdjusted Net Financial Position for each period have been determined from our consolidated balance sheets asfollows:

68

2023

Cash and cash equivalents
Short-term deposits
Marketable securities
Total liquidity
Short-term debt
Long-term debt
Total financial debt

$
$
$
$
$
$
$
$
$
$

Net Financial Position
Advances from capital grants
Adjusted Net Financial Position

Year Ended December 31,
2022
2021
(In millions)

3,222
1,226
1,635
6,083
(217)
(2,710)(2,927)
3,156
(152)
3,004

$
$
$
$
$
$
$
$
$
$

3,258
581
679
4,518
(175)
(2,542)(2,717)
1,801
—
1,801

$
$
$
$
$
$
$
$
$
$

3,225
291
—
3,516
(143)
(2,396)(2,539)977—
977

Our Net Financial Position as of December 31, 2023 was a net cash position of $3,156 million, increasing
compared to a net cash position of $1,801 million as of December 31, 2022.
Cash and cash equivalents amounted to $3,222 million as of December 31, 2023.
Short-term deposits amounted to $1,226 million as of December 31, 2023 and consisted of available
liquidity with maturity over three months and below one year.
Marketable securities amounted to $1,635 million as of December 31, 2023 and consisted of U.S.
Treasury Bonds classified as available-for-sale.
Financial debt was $2,927 million, as of December 31, 2023 and was composed of (i) $217 million ofshort-term debt and (ii) $2,710 million of long-term debt. The breakdown of our total financial debt included(i) $1,077 million in EIB loans, (ii) $284 million in CDP SpA loans, (iii) $1,496 million in our 2020 Senior
Unsecured Convertible Bonds, (iii) $65 million in finance leases and, (iv) $5 million in loans from other funding
programs.
The EIB loans are comprised of three long-term amortizing credit facilities as part of R&D funding
programs. The first one, signed in August 2017, is a €500 million loan in relation to R&D and capital
expenditures in the European Union for the years 2017 and 2018. The entire amount was fully drawn in Euros
corresponding to $303 million outstanding as of December 31, 2023. The second one, signed in 2020, is a€500 million credit facility agreement with EIB to support R&D and capital expenditure programs in Italy andFrance. The amount was fully drawn in Euros representing $442 million outstanding as of December 31, 2023.
In 2022, the Company signed a third long-term amortizing credit facility with EIB of €600 million, out of
which, €300 million was withdrawn representing $332 million outstanding as of December 31, 2023. In January2024, an amount of $300 million was withdrawn under this credit facility.
The CDP SpA loans are comprised of two long-term credit facilities. The first, signed in 2021, is a€150 million loan, fully drawn in Euros, of which $97 million were outstanding as of December 31, 2023. The
second one, signed in 2022, is a €200 million loan, fully drawn in Euros, of which $187 million was outstanding
as of December 31, 2023.
On August 4, 2020, we issued a $1.5 billion principal amount of dual tranche senior unsecured
convertible bonds (Tranche A and Tranche B for $750 million each tranche), due 2025 and 2027, respectively.
Tranche A bonds were issued at 105.8% as zero-coupon bonds while Tranche B bonds were issued at 104.5% aszero-coupon bonds. The conversion price at issuance was $43.62 for Tranche A equivalent to a 47.5%
conversion premium and $45.10 for Tranche B, equivalent to a 52.5% conversion premium. These conversion
features correspond to an equivalent of 4,585 shares per each Tranche A bond $200,000 par value and an
equivalent of 4,435 shares per each Tranche B bond $200,000 par value. The bonds are convertible by thebondholders or are callable by the issuer upon certain conditions, on a net-share settlement basis, except if theissuer elects a full-cash or full-share conversion as an alternative settlement. The net proceeds from the bondoffering were $1,567 million, after deducting issuance costs paid by the Company.

69

As of December 31, 2023, our stock price exceeded the conversion price of the senior unsecured
convertible bonds. However, the 130% stock price contingent feature was not met. Consequently, Tranche A
bonds are not callable by us and bondholders cannot exercise their conversion rights on Tranche B bonds.
Our long-term debt contains standard conditions but does not impose minimum financial ratios. We had
unutilized committed medium-term credit facilities with core relationship banks totaling $1,030 million as ofDecember 31, 2023.
As of December 31, 2023, debt payments at principal amount by period were as follows:

Total

Long-term debt (including
current portion)

Payments Due by Period
2025
2026
2027
(In millions)2024$ 2,931

$

217

$

962

$

212

$

2028

947

$

198

Thereafter$395

Our 2020 Senior Unsecured Convertible Bonds are presented at their principal amount with original
maturity date of 2025 for Tranche A and 2027 for Tranche B, in line with contractual terms.
Our current ratings with the two major rating agencies that report on us on a solicited basis, are as
follows: S&P: “BBB+” with stable outlook; Moody’s: “Baa1” with positive outlook.
Contractual Obligations, Commercial Commitments and Contingencies
Our contractual obligations, commercial commitments and contingencies as of December 31, 2023, andfor each of the five years to come and thereafter, were as follows:(1)TotalFoundry purchases(2)Other obligations(2)Operating Lease obligations(including
current portion)(3)Long-term debt obligations(including current portion)(3)(4)of which:
Finance Lease obligations
Pension obligations (including
current portion)(3)Other long-term liabilities(3)(5)
Total
(1)
(2)
(3)
(4)
(5)

2024

2025

2026
(In millions)

2027

2028

Thereafter$$

1,114 $
783 $

553 $
30 $

274 $
47 $

101 $
47 $

62 $
47 $

62 $
47 $

62
565

$

246 $

58 $

42 $

30 $

21 $

18 $

77

$

2,931 $

217 $

962 $

212 $ 947 $

198 $

395

$

65 $

10 $

5 $

5 $

20 $

20

$
$
$

372 $
546 $
6,057 $

88 $ 56 $92 $ 44 $575 $1,182 $

62 $
34 $
441 $

39
122
1,280

62 $
65 $
— $ 254 $930 $ 1,649 $5 $Contingent liabilities which cannot be quantified are excluded from the table above.
Items not reflected on the consolidated balance sheet as of December 31, 2023.
Items reflected on the consolidated balance sheet as of December 31, 2023.
For long-term debt obligations the difference between the total obligations and the total carrying amount of long-term debt is due tothe unamortized debt issuance costs on the dual tranche senior unsecured convertible bonds. See Note 15 to our Consolidated
Financial Statements as of December 31, 2023 for additional information related to long-term debt.
For other long-term liabilities, the difference with the amount reported on the consolidated balance sheet as of December 31, 2023 isrelated to the long-term portion of the operating lease obligation of $188 million reported under the “Lease obligations” line. See
Note 11 and Note 17 to our Consolidated Financial Statements as of December 31, 2023 for additional information related to leases
and other long-term liabilities.

70

Purchase and other obligations are primarily comprised of purchase commitments for outsourced foundry
wafers and firm contractual commitments related to power purchase and minimum energy efficiency, as part ofour actions to become carbon neutral by 2027 on scope 1 and 2 and partially scope 3.
Long-term debt obligations mainly consist of bank loans and senior unsecured convertible bonds. In thetable above, our 2020 Senior Unsecured Convertible Bonds are presented at their principal amount with original
maturity date of 2025 for Tranche A and 2027 for Tranche B, in line with contractual terms. In 2024 we expect
to repay with available cash and cash equivalents an amount of $205 million related to our loans with theEuropean Investment Bank and CDP SpA through annual and semi-annual installments respectively and $10
million related to our finance leases. See “— Net financial position (non-U.S. GAAP measure)” above.
Pension obligations amounting to $372 million consist of our best estimates of the amounts projected tobe payable by us for the pension and post-employment plans. The final actual amount to be paid and related
timing of such payments may vary significantly due to early retirements, terminations and changes inassumptions rates. See Note 16 to our Consolidated Financial Statements.
Other long-term liabilities mainly include future obligations related to other long-term employees
benefits, contingent consideration on business combinations and other contractual obligations. In accordancewith the authoritative guidance for accounting for uncertainty in income taxes, as of December 31, 2023,
liabilities related to uncertain tax positions totaled $55 million. See Note 23 of our Consolidated Financial
Statements.
Off-Balance Sheet Arrangements
We had no material off-balance sheet arrangements as of December 31, 2023.
Financial Outlook: Capital Investment
Our policy is to modulate our capital spending according to the evolution of the semiconductor market.
For 2024, we plan to invest about $2.5 billion in net capital expenditures.
A large portion of capital expenditures will be devoted to support our strategic programs, selected
capacity additions and mix change in our manufacturing footprint, in particular for our wafer fabs:•

the increase capacity for silicon carbide products in our Catania and Singapore fabs;•

the ramp-up of a new integrated silicon carbide substrate manufacturing facility in Catania for the
production in volume of 150mm, moving to 200mm, silicon carbide epitaxial substrates;•

the creation of new 200mm silicon carbide device manufacturing joint venture with Sanan
Optoelectronics in Chongqing, China;•

the ramp-up of our new 300mm wafer fab in Agrate, Italy, to support mixed signal technologies andthen phase-in smart power technologies and embedded-non-volatile memory at a later stage;•

digital 300mm in Crolles, France, to extend the cleanroom and support production ramp-up of our main
runner technologies;•

certain selected programs of capacity growth in some of our most advanced 200mm fabs, including theanalog 200mm fab in Singapore.

The most important 2024 capital investments for our back-end facilities will be: (i) capacity growth on
certain package families, including PLP / Direct Copper Interconnect technology and automotive related
packages, (ii) the new generation of Intelligent Power Modules for Automotive and Industrial applications, and(iii) specific investments in innovative assembly processes and test operations.
The remaining part of our capital investment plan covers the overall maintenance and efficiency
improvements of our manufacturing operations and infrastructure, R&D activities, laboratories as well as theexecution of our carbon neutrality programs.
Capital expenditures are net of proceeds from sales, capital grants and other contributions.

71

We will continue to invest to support revenues growth and new products introduction, taking into
consideration factors such as trends in the semiconductor industry, capacity utilization and our goal to becomecarbon neutral by 2027 on scope 1 and 2 and partially scope 3. We expect to need significant financial resourcesin the coming years for capital expenditures and for our investments in manufacturing and R&D. We plan tofund our capital requirements with cash provided by operating activities, available funds and support from third
parties, and may have recourse to borrowings under available credit lines and, to the extent necessary or
attractive based on market conditions prevailing at the time, the issuance of debt, convertible bonds or additional
equity securities. A substantial deterioration of our economic results, and consequently of our profitability,
could generate a deterioration of the cash generated by our operating activities. Therefore, there can be noassurance that, in future periods, we will generate the same level of cash as in prior years to fund our capital
expenditure plans for expanding/upgrading our production facilities, our working capital requirements, our R&D
and manufacturing costs.
We believe that we have the financial resources needed to meet our currently projected business
requirements for the next twelve months, including capital expenditures for our manufacturing activities,
working capital requirements, approved dividend payments, share buy-backs as part of our current repurchaseprogram and the repayment of our debt in line with maturity dates.
We will drive the Company based on a plan for 2024 revenues in the range of $15.9 billion to $16.9
billion. Within this plan, we expect a gross margin in the low to mid-40's.
Impact of Recently Issued U.S. Accounting Standards
See Note 2 to our Consolidated Financial Statements.
Backlog and Customers
See “Item 4. Information on the Company — Backlog”.

72

Item 6. Directors, Senior Management and Employees
Directors and Senior Management
The management of our Company is entrusted to the Managing Board under the supervision of theSupervisory Board.
The term “Directors” refers to the non-executive members of the Supervisory Board of the Company and theterm “Senior Management” refers to:A.

•

The sole member of the Managing Board, our President and Chief Executive Officer;•

The members of the Executive Committee (including the sole member of the Managing Board, our
President and Chief Executive Officer) of the Company; and•The Executive Vice Presidents of the Company.
Supervisory Board

i. Role of the Supervisory Board
Our Supervisory Board advises our Managing Board and is responsible for supervising the policies pursued
by our Managing Board, the manner in which the Managing Board implements the long-term value creation strategy
and the general course of our affairs and business. In performing its duties, the Supervisory Board shall be guided by
the interests of our Company and its business; it shall take into account the relevant interests of all stakeholders(including our shareholders). The Supervisory Board is responsible for the quality of its own performance.
Our Supervisory Board consists of such number of members as is resolved by our AGM upon a non-binding
proposal of our Supervisory Board, with a minimum of six members. Decisions by our AGM concerning the number
and the identity of our Supervisory Board members are taken by a simple majority of the votes cast at a meeting,provided quorum conditions are met.
Our Supervisory Board was composed of the following nine members as of December 31, 2023:

Name
Nicolas Dufourcq
Maurizio Tamagnini
Janet Davidson
Yann Delabrière
Ana de Pro Gonzalo
Frédéric Sanchez
Donatella Sciuto
Paolo Visca(1)(1)

Hélène Vletter-van Dort

Position

Year First
Appointed

Term
Expires

Age

ChairmanVice Chairman
MemberMemberMemberMemberMember

2015
2014
2013
2020
2020
2017
2022

2024
2026
2024
2024
2025
2026
2025

60
58
67
73
56
63
61

Member

2023

2026

62

Member

2023

2025

59

___________________(1)
Ms. Heleen Kersten and Mr. Alessandro Rivera were members of our Supervisory Board until May 24, 2023, on which date their term
expired and on such date Mr. Paolo Visca and Mrs. Hélène Vletter-van Dort were appointed as new members of the Supervisory Board.

Resolutions of our Supervisory Board require the approval of at least three-quarters of its members in office,with each member being entitled to one vote. Our Supervisory Board must meet upon request by two or more of its
members or by our Managing Board. Our Supervisory Board meets at least five times a year (and in 2023, ourSupervisory Board met 12 times), including to approve our quarterly, semi-annual and annual accounts and theirrelease. In 2023, the average attendance rate for the meetings of our Supervisory Board was 91%. Our Supervisory
Board has adopted (i) a Supervisory Board charter, (ii) a profile for the Supervisory Board based on which proposed
new members of the Supervisory Board are selected (both of which are available on our website (www.st.com)), (iii)73

a diversity policy for the composition of the Managing Board, the Executive Committee and the Supervisory Board,and (iv) a selection criteria and appointment procedure for the Supervisory Board and Managing Board members.
Our Supervisory Board may make a proposal to our AGM for the suspension or dismissal of one or more ofits members. Each member of our Supervisory Board must resign no later than three years after appointment, as
described in our Articles of Association, but may be reappointed following the expiration of his/her term of office.
Pursuant to Dutch law, there is no mandatory retirement age for members of our Supervisory Board. Members of theSupervisory Board may be suspended or dismissed by our AGM. Certain of our Supervisory Board members areproposed by and may retain certain relationships with our direct or indirect shareholders represented through our
major shareholder. See “Item 7. Major Shareholders and Related Party Transactions — Major Shareholders”.
In accordance with the best practice provisions of the Dutch Corporate Governance Code, on an annual basis
our Supervisory Board undertakes to perform an evaluation of the functioning of the Managing Board and theSupervisory Board (which also includes an evaluation of the functioning of the Supervisory Board’s committees andits individual members). Once every three years, this evaluation is conducted by an independent external expert,
whose mission is to assist the Supervisory Board in this evaluation through, inter alia, conducting interviews withindividual members of the Supervisory Board and Managing Board and facilitating discussions within the
Supervisory Board on the functioning of the boards, its committees and its members, including an evaluation of theinvolvement of each member, the culture within the Supervisory Board and the relationship between the Supervisory
Board and the Managing Board. The evaluation for the year ended December 31, 2023 is on-going at the time of thisreport.
ii.

Biographies of our Current Supervisory Board Members
Nicolas Dufourcq

Nicolas Dufourcq has been a member of our Supervisory Board since May 2015 and currently serves as its
Chairman. He serves on our Supervisory Board’s Compensation Committee, Strategic Committee, Sustainability
Committee and Nominating and Corporate Governance Committee. Mr. Dufourcq is a graduate of HEC (Hautes
Etudes Commerciales) and ENA (Ecole Nationale d’Administration). He began his career at the French Ministry of
Finance and Economics before joining the Ministry of Health and Social affairs in 1992. In 1994, he joined France
Telecom, where he created the Multimedia division, before going on to chair Wanadoo, the firm’s listed Internet andYellow Pages subsidiary. After joining the Capgemini Group in 2003, he was made responsible for the Central andSouthern Europe region, successfully leading their financial turnaround. He was appointed Chief Financial Officer of
the Group and member of the Executive Committee in September 2004. In 2005, he was named deputy Chief
Executive Officer in charge of finance, risk management, IT, delivery, purchases and LEAN program and, in 2007,
also in charge of the follow-up of the group’s major contracts. On February 7, 2013, Mr. Dufourcq was appointed
Chief Executive Officer of Bpifrance (Banque Publique d’Investissement). Mr. Dufourcq is also a member of theBoard of Directors of Stellantis.
Maurizio Tamagnini
Maurizio Tamagnini has been a member of our Supervisory Board since June 2014 and is the Vice Chairmanof our Supervisory Board since June 2023. He also serves on our Supervisory Board’s Nominating & Corporate
Governance Committee, Sustainability Committee, Compensation Committee and Strategic Committee. Mr.
Tamagnini is currently Chief Executive Officer of FSI SGR S.p.A., an asset management company sponsored, until
July 2022, by CDP SpA (with a 39% ownership), which is 82.7% controlled by the Italian Government. FSI SGR
S.p.A. manages “FSI I” and “FSI II”, private equity closed-end funds with approximately €2 billion capitalendowment, specialized on growth equity investments in Italian midmarket companies with development potential.
He was, until April 2019, non-executive Chairman of FSI Investimenti S.p.A., which is controlled 77% by CDP
SpA. Until 31st March 2016, Mr. Tamagnini was Chief Executive Officer and Chairman of the Investment
Committee of Fondo Strategico Italiano S.p.A. (now CDP Equity S.p.A.), an investment company controlled by
CDP SpA. Until April 2016, he was Chairman of the joint venture between Fondo Strategico Italiano S.p.A. and
Qatar Holding (IQ Made in Italy Investment Company S.p.A.) with capital endowment of up to €2 billion in total forinvestments in the food, brands, furniture & design and tourism sectors. He was previously Southern European
Manager of the Corporate & Investments Banking division of Bank of America Merrill Lynch and a member of the
Executive Committee of Bank of America Merrill Lynch for the EMEA region. Mr. Tamagnini has gained over 33
years of experience in the financial sector specializing in the areas of Corporate Finance, Private Equity, Debt andEquity. Mr. Tamagnini is also a member of the International Advisory Board of BIDMC Harvard Medical School.

74

He holds a degree in International Monetary Economics from Bocconi University in Milan and has also studied at
the Rensselaer Polytechnic Institute — Troy in New York, USA.
Janet Davidson
Janet Davidson has been a member of our Supervisory Board since June 2013. She serves on our Supervisory
Board’s Audit Committee and Strategic Committee and chairs our Supervisory Board’s Sustainability Committee.
She began her career in 1979 as a member of the Technical Staff of Bell Laboratories, Lucent Technologies (as of2006 Alcatel Lucent), and served from 1979 through 2011 in several key positions, most recently as Chief Strategy
Officer (2005 – 2006), Chief Compliance Officer (2006 – 2008) and EVP Quality & Customer Care (2008 – 2011).
From 2005 through 2012, Ms. Davidson was a member of the Lehigh University Board of Trustees. In 2007 sheserved on the Riverside Symphonia Board of Trustees and in 2005 and 2006, Ms. Davidson was a member of the
Liberty Science Center Board of Trustees. Ms. Davidson was a member of the board of the Alcatel Lucent
Foundation from 2011 until 2014, and a member of the board of directors of Millicom from April 2016 until June
2020. Ms. Davidson is also a member of the board of the AES Corporation, since February 2019. Ms. Davidson is a
graduate of the Georgia Institute of Technology (Georgia Tech), Atlanta, GA, United States of America, and Lehigh
University, Bethlehem, PA, United States of America, and holds a Master’s degree in Electrical Engineering.
Yann Delabrière
Yann Delabrière has been a member of our Supervisory Board since June 2020 and serves on our Audit
Committee. Mr. Delabrière began his career with the French Court of Auditors before working in the French Foreign
Trade Ministry from 1981 to 1983. He served as chief financial officer for COFACE, from 1983 to 1987, and forPrintemps (a retail group, now Kering) as group CFO from 1987 to 1990. In 1990, he joined PSA Peugeot Citroën as
chief finance officer and, in 1998, he joined the newly created executive committee of the group and, in parallel ofhis position as CFO, became chairman and chief executive officer of PSA’s consumer finance unit, Banque PSA
Finance. From February 2007 until July 2016, Mr. Delabrière was the chief executive officer of Faurecia, and thechairman of its board of directors until May 2017. He was appointed in April 2017 as advisor to the board and thenin June 2017 as chief executive officer of Zodiac Aerospace and oversaw the sale to Safran group in February 2018.
Since July 2020, Mr. Delabrière has been the chairman of the board of Idemia, a global leader in augmented reality,
where he previously served as president and Chief Executive Officer (between October 2018 and July 2020). He has
been appointed a non-executive member of the board of directors of Leddar Tech in February 2021. Mr. Delabrière
has also been the lead independent director of Alstom since March 2017 and served as non-executive director andchairman of the audit committee of Capgemini from 2004 to May 2018, and as non-executive director of Société
Générale from 2012 to 2016. Mr. Delabrière holds a PhD in Mathematics having graduated from the École Normale
Supérieure and the École Nationale d’Administration. He is also a Chevalier de la Légion d’Honneur (Knight of the
Legion of Honor) and Officier de l’Ordre National du Mérite (Officer of the National Order of Merit).
Ana de Pro Gonzalo
Ana de Pro Gonzalo has been a member of our Supervisory Board since June 2020. She chairs our
Supervisory Board’s Audit Committee and serves on our Supervisory Board’s Sustainability Committee. She has
been an independent non-executive director for Mobico Group PLC (formerly National Express Group PLC) and amember of its safety and security committee, audit committee and remuneration committee since October 2019 andshe serves as independent non-executive director of Novartis A.G. and as a member of its audit and risk committees
since March 2022. Until December 2020, she was chief financial officer of Amadeus IT Holding (a world leading
technology provider and transaction processor for the global travel and tourism industry), with global responsibility
for financial management and control for the Amadeus group. She was appointed in this role in February 2010 and
was also a member of the Amadeus executive management team. From 2002 to 2010, Ms. De Pro Gonzalo was
corporate general manager at Sacyr Vallehermoso and was instrumental in leading the international expansion of oneof the major construction groups in the world. From 1994 to 2002, Ms. De Pro Gonzalo was deputy general manager
and finance director at Metrovacesa, and from 1990 to 1994 she was a senior auditor at Arthur Andersen. She has
been independent non-executive director for Merlin Properties, S.A. from 2015-2017 and for Indra Sistemas S.A.
from 2020-2022. Since June 2019, Ms. De Pro Gonzalo is an independent member of the non-profit Global SteeringGroup for Impact Assessment (Consejo Asesor Nacional Español) and member of the Board of Trustees offoundation Juan XXIII for the people with special intellectual needs since October 2020. Ms. De Pro Gonzalo holds
a BSc in Business Studies, specializing in Auditing, from Universidad Complutense de Madrid, and completed IESE
Business School’s general management executive program.

75

Frédéric Sanchez
Frédéric Sanchez has been a member of our Supervisory Board since June 2017. He chairs our Supervisory
Board’s Compensation Committee, and serves also on our Supervisory Board’s Strategic Committee andNominating and Corporate Governance Committee. Mr. Sanchez is the chairman of Fives’ executive board, an
industrial engineering group with heritage of over 200 years of engineering excellence and expertise. Fives designs
and supplies machines, process equipment and production lines for the world’s largest industrial groups in various
sectors such as aluminium, steel, glass, automotive, logistics, aerospace, cement and energy, in both developing anddeveloped countries. Mr. Sanchez started his career in 1985 with Renault in Mexico, then in the USA. In 1987 hebecame a mission manager at Ernst & Young. In 1990 he joined Fives-Lille group, in which he held various
positions before being appointed chief financial officer in 1994 and becoming chief operating officer in 1997. In
2002, the “Compagnie de Fives-Lille” (renamed Fives in 2007) became a company with a Management andSupervisory Board chaired by Mr. Sanchez. In 2018, Fives became a French simplified joint stock company (société
par actions simplifiée) and Mr. Sanchez its chairman and Chief Executive Officer. Within MEDEF (French Business
Confederation), Mr. Sanchez is President of MEDEF International, President of the Council of Entrepreneurs
France-Japan, France-United Arab Emirates and France-Bahrain. Mr. Sanchez is an administrator of Primagaz,
Orange, Thea and Bureau Veritas and he is honorary co-president of the Alliance Industrie du Futur. Mr. Sanchez
graduated from HEC Business School (1983) and Sciences-Po Paris (1985) and he also holds a Master Degree in
Economics from Université Paris-Dauphine (1984).
Donatella Sciuto
Donatella Sciuto has been a member of our Supervisory Board since May 25, 2022 and serves on our
Supervisory Board’s Audit Committee and Compensation Committee. Ms. Sciuto has been the Executive Vice
Rector of Politecnico di Milano since 2015 and is its Executive Rector since January 2023, and full professor incomputer science and engineering (since 2000). She was appointed IEEE Fellow for her scientific contribution in the“embedded systems design”. Ms. Sciuto has been a member of the governing board of the Bank of Italy, since 2013.
She has been an independent member of the board of directors of Avio S.p.A (since 2017) and of Fila S.p.A. (since2020). Ms. Sciuto has also been a member of the board of the Italian Institute of Technology since 2021 and she wasa member of the supervisory board of the Human Technopole Foundation until May 2022 and Rai Way S.p.A. until
April 2023. Ms. Sciuto holds a degree in Electronic Engineering from Politecnico di Milano and a PhD in Electricaland Computer Engineering from the University of Colorado, Boulder. She holds a Master in Business andAdministration (CEGA) from the Bocconi University School of Business Management.
Paolo Visca
Paolo Visca has been a member of our Supervisory Board since May 24, 2023. He serves on our Supervisory
Board’s Strategic Committee and Nominating and Corporate Governance Committee. Mr. Visca retired in 2022 aftergaining over 30 years of experience in the public sector during which he covered several senior positions,specializing in the areas of public investments, support to industrial projects manufacturing activities, public financeand relations with the European Union. He holds a master’s degree in political science from the University of Rome.
Mr. Visca was the Head of the Cabinet of the Italian Minister of Economic Development from February 2021 until
July 2022. In this capacity he oversaw several initiatives aimed to attract and promote public and private investments
in Italy in the areas of semiconductor, automotive, technological and manufacturing industries and to foster the
Italian venture capital ecosystem. Previously, he held the position of Chief of the Cabinet of the Vice President of theCouncil of Ministers of the Italian Republic (from June 2018 until February 2021) where he worked on several
topics related to industrial and infrastructural investments. From November 2008 to June 2020, he held several
positions within the Office of Relations with the European Union and the International Relations of the ItalianChamber of Deputies, being appointed as head in 2018. In this capacity he oversaw the relationship between the
Republic of Italy and the European Union and other international organizations firstly with respect to the laws andprojects requiring an EU clearance and more broadly supporting all the parliamentary activities in the international
scenario. From February 2003 until November 2008, he was the head of the Italian office for “legislative
coordination for the public finance area" and secretary of the commission for budgetary policies. From September
1996 until February 2003, he was the coordinator of the Italian Finance Department Task Force and from 2001, thehead of office “coordination for the public finance area". Previously, he was the responsible of the Committees for
Telecommunication and for Foreign Affairs within the Italian Parliament. In addition, he served several times on the
Board of Directors of the Employees’ of the Chambers of Deputies Pension Fund.

76

Hélène Vletter-van Dort
Hélène Vletter-van Dort has been a member of our Supervisory Board since May 24, 2023. She chairs our
Supervisory Board’s Nominating and Corporate Governance Committee and serves on our Supervisory Board’s
Audit, Compensation and Sustainability Committees. Mrs. Vletter-van Dort is a partner at De Bestuurskamer (since2022) and a professor of financial law and governance at Erasmus School of Law, Rotterdam (since 2004). She holds
a BA / LLM in corporate and commercial law from the University of Leiden and a PhD from the Utrecht University.
Mrs. Vletter-van Dort has been the chairperson of the board of Intertrust NV from 2015 until 2022. She has been amember of the board of Fortis Bank Netherlands (from 2008 until 2010) and member of its risk committee andremuneration committee. Ms. Vletter-van Dort has been a member of the board of the Dutch Central Bank and chairof its committee on supervisory policy (from 2010 until 2014). She has been a member of the Dutch Monitoring
Committee Corporate Governance (from 2009 until 2018) and, from 2017 until 2019, a member of the board of
Barclays Bank Plc and chair of its remuneration committee. Since 2015, Ms. Vletter-van Dort has been a member ofthe board of NN Group NV and, since 2019, vice-chair as well as chair of its remuneration committee. She is also amember of the board of the Dutch Foundation for Public Broadcasting, NPO (since 2020), Anthos Fund & AssetManagement (since 2021) and Nyenrode Business University (since 2022) and serves on its audit committee andeducation & research committee. Since 2018, she is also the chairperson of Stichting Luchtmans, protective
foundation Koninklijke Brill NV, a 335-year old listed publisher.
iii.

Supervisory Board Committees

Membership and Attendance. As of December 31, 2023, the composition of the five standing committees of
our Supervisory Board was as follows: (i) Ms. Ana de Pro Gonzalo is the Chair of the Audit Committee, and Ms.
Janet Davidson, Mr. Yann Delabrière, Ms. Donatella Sciuto and Mrs. Hélène Vletter-van Dort are members of the
Audit Committee; (ii) Mr. Frédéric Sanchez is the Chair of the Compensation Committee, and Mr. Nicolas
Dufourcq, Ms. Donatella Sciuto, Mr. Maurizio Tamagnini and Mrs. Hélène Vletter-van Dort are members of theCompensation Committee; (iii) Mrs. Hélène Vletter-van Dort is the Chair of the Nominating and Corporate
Governance Committee, and Messrs. Nicolas Dufourcq, Frédéric Sanchez, Maurizio Tamagnini and Paolo Visca aremembers of the Nominating and Corporate Governance Committee; (iv) Nicolas Dufourcq is the Chair of theStrategic Committee, and Ms. Janet Davidson, and Messrs. Frédéric Sanchez, Maurizio Tamagnini and Paolo Visca
are members of the Strategic Committee; and (v) Ms. Janet Davidson is the Chair of the Sustainability Committee,
and Mr. Nicolas Dufourcq, Ms. Ana de Pro Gonzalo, Mr. Maurizio Tamagnini and Mrs. Hélène Vletter-van Dort are
members of the Sustainability Committee.
Detailed information on attendance at full Supervisory Board and Supervisory Board Committee meetings
during 2023 is as follows:%
AttendanceNominating& Corporate
GovernanceCommittee%
Attendance

Sustainability
Committee

100%

1

100%

7

100%

3

75%

100%

1

100%

7

100%

4

100%

—%

1

100%

—

—%

4

100%

—%

—

—%

—

—%

—

—%

—

—%

—

—%

—

—%

4

100%

60%

1

100%

—

—%

3

75%

1

50%

—%

—

—%

—

—%

4

100%

—

—%

—

—%

2

100%

1

100%

4

100%

—

—%

92%

8

80%

2

100%

—

—%

—

—%

—

—%

7

88%

—

—%

—

—%

1

100%

3

100%

—

—%

7

88%

5

1

1

100%

—

—%

3

100%

—

—%

Number of Meetings
attended in 2023

Supervisory
Board%
Attendance

Audit
Committee%
AttendanceCompensation
Committee

Nicolas Dufourcq

12

100%

—

Maurizio Tamagnini

12

100%

—

Janet Davidson
Yann Delabrière

12

100%

11

92%

Ana de Pro Gonzalo

11

92%

Heleen Kersten(1)2Alessandro Rivera

4

Frédéric Sanchez

12

Donatella Sciuto
Paolo Visca(1)Hélène Vletter-van
Dort(1)(1)%
Attendance

Strategic
Committee

—%

2

—%

2

10

100%

—

9

90%

—

10

100%

50%

3

100%

—

100%

11

%
Attendance________________________(1) Ms. Heleen Kersten and Mr. Alessandro Rivera were members of our Supervisory Board until May 24, 2023, on which date their term
expired and Mr. Paolo Visca and Mrs. Hélène Vletter-van Dort were appointed as new members of the Supervisory Board.

Audit Committee. Our Audit Committee assists the Supervisory Board in fulfilling its oversight
responsibilities relating to corporate accounting, reporting practices, and the quality and integrity of our financial

77

reports as well as our auditing practices, legal and regulatory related risks, execution of our auditors’
recommendations regarding corporate auditing rules and the independence of our external auditors.
Our Audit Committee met 10 times during 2023. At many of the Audit Committee’s meetings, the committee
received presentations on current financial and accounting issues and had the opportunity to discuss with our Chief
Executive Officer, Chief Financial Officer, Chief Accountant, Chief Audit and Risk Executive, President, LegalCounsel, Chief Ethics & Compliance Officer and our external auditors. Our Audit Committee also proceeded with its
annual review of our internal audit function. Our Audit Committee reviewed our annual Consolidated Financial
Statements in U.S. GAAP for the year ended December 31, 2023, and the results press release was published on
January 25, 2024.
Our Audit Committee approved the compensation of our external auditors for 2023 and discussed the scope of
their audit, audit related and non-audit related services for 2023.
At the end of each quarter, prior to each Supervisory Board meeting to approve our quarterly results, ourAudit Committee reviewed our interim financial information and the proposed press release and had the opportunity
to raise questions to management and the independent registered public accounting firm. In addition, our Audit
Committee reviewed our quarterly “Operating and Financial Review and Prospects” and Consolidated Financial
Statements (and notes thereto) before they were furnished to the SEC and voluntarily certified by the Chief
Executive Officer and the Chief Financial Officer (pursuant to sections 302 and 906 of the Sarbanes Oxley Act). Our
Audit Committee also reviewed Operating and Financial Review and Prospects and our Consolidated Financial
Statements contained in this Form 20-F, prior to its approval by our Supervisory Board. Furthermore, our Audit
Committee monitored our compliance with the European Directive and applicable provisions of Dutch law that
require us to prepare a set of accounts pursuant to IFRS in advance of our AGM, which was held on May 24, 2023.
See “Item 3. Key Information—Risk Factors—Risks Related to Our Operations”.
Our Audit Committee regularly reviewed management’s conclusions as to the effectiveness of internal control
over financial reporting and supervised the implementation of our corporate Enterprise Risk Management (“ERM”)
process.
As part of each of its quarterly meetings, our Audit Committee also reviewed our financial results as presented
by management and whistleblowing reports, including independent investigative reports provided in relation thereto.
Compensation Committee. Our Compensation Committee advises our Supervisory Board in relation to thecompensation of the members of the Supervisory Board and Managing Board, including in the case of our President
and Chief Executive Officer, the variable portion of such compensation based on performance criteria recommended
by our Compensation Committee. Our Compensation Committee also reviews the stock based compensation plansfor our Senior Management and key employees. Our Compensation Committee met twice in 2023.
Among its main activities, in 2023 our Compensation Committee: (i) discussed the performance targets
relating to the bonus of our President and Chief Executive Officer for the fiscal year ending on December 31, 2023
(which short-term targets are based on, inter alia, four to seven performance conditions with a mix of financial
criteria for approximately 70% and non-financial criteria (including sustainability/corporate social responsibility
performance) for approximately 30%, and long-term targets are based on, inter alia, two financial performance
conditions constituting revenue growth versus a range of semiconductor peer companies (the “Peer Group” asdiscussed below) and average of operating margin ratio before restructuring, and one non-financial performance
condition constituting the composite sustainability/corporate social responsibility index, including health and safety,
CO2 neutrality, diversity & inclusion and people engagement (as further detailed in “—Compensation”)); and (ii)established, on behalf and with the approval of the entire Supervisory Board, the applicable performance criteria,
which must be met by senior managers and selected key employees participating in the employee stock award plans
to benefit from such awards (for the 2021 unvested stock award plan, these performance criteria are further described
below in “Item 6. Managing Board – Managing Board compensation – Managing Board remuneration structure”).
Strategic Committee. Our Strategic Committee advises the Supervisory Board on and monitor key
developments within the semiconductor industry, our overall strategy for long-term value creation, and the long-termplanning and budgeting. Our Strategic Committee met once in 2023. In addition, there were strategic discussions,many of which occurred at extended Supervisory Board meetings and involved all Supervisory Board members.

78

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee
advises the Supervisory Board on the selection criteria and procedures relating to the appointment of members to our
Supervisory Board and Managing Board, and the review of principles relating to corporate governance. Our
Nominating and Corporate Governance Committee met 7 times during 2023 to discuss succession planning for our
Supervisory Board and Managing Board, best practices regarding corporate governance, and the update of ourcorporate governance documents.
Sustainability Committee. Our Sustainability Committee advises and supports the Supervisory Board in
relation to its responsibilities in supervising, monitoring and advising on the Company's sustainability strategy,
targets, goals and overall sustainability performance. Our Sustainability Committee met 4 times in 2023 to discuss
our overall sustainability strategy, as well as our sustainability performances and reporting.
Secretariat and Controllers. Our Supervisory Board appoints a Secretary and Vice Secretary. Furthermore,
the Managing Board makes an Executive Secretary available to our Supervisory Board, who is also appointed by theSupervisory Board. The Secretary, Vice Secretary and Executive Secretary constitute the Secretariat of theSupervisory Board. The mission of the Secretariat is primarily to organize meetings, to ensure the continuing
education and training of our Supervisory Board members and to maintain record keeping. Our Chief Ethics &Compliance Officer, Philippe Dereeper, serves as Executive Secretary for our Supervisory Board, and for each of thefive standing committees of our Supervisory Board. Ms. Charlotte Fadlallah serves as Secretary and, since July
2023, Ms. Alessia Allegretti serves as Vice Secretary. Ms. Allegretti and Ms. Fadlallah also serve as managing
directors of ST Holding.
Our Supervisory Board also appoints two financial experts (“Controllers”). The mission of the Controllers is
primarily to assist our Supervisory Board in evaluating our operational and financial performance, business plan,
strategic initiatives and the implementation of Supervisory Board decisions, as well as to review the operational
reports provided under the responsibility of the Managing Board. The Controllers generally meet once a month withthe management of the Company and report to our full Supervisory Board. The current Controllers are Mr. SamuelDalens and, since July 2023, Mr Paolo Bonazzi. Mr. Dalens also serves as a member of the supervisory board of ST
Holding.
The STH Shareholders Agreement between our principal indirect shareholders contains provisions withrespect to the appointment of the Secretary, Vice Secretary and Controllers. See “Item 7. Major Shareholders andRelated Party Transactions”.
iv.

Supervisory Board Compensationa.

Supervisory Board Remuneration Policy

On December 1, 2019, a Dutch act implementing the revised EU Shareholders’ Rights Directive (2017/828/
EU (“SRDII”)) took effect in The Netherlands. As the Company is incorporated under the laws of The Netherlands
and the common shares of the Company are admitted to trading on regulated markets in the European Union, theCompany was required, inter alia, to update the remuneration policy accordingly with respect to the compensation of
the Supervisory Board members and to comply with the respective disclosure requirements introduced to the Dutch
Civil Code. In connection therewith, we present in this section certain comparative information on our performance
relative to the compensation of the Supervisory Board members.
Our Articles of Association provide that the compensation of our Supervisory Board members is determinedby our general meeting of shareholders. Our proposal for adoption of a remuneration policy for the Supervisory
Board members to ensure compliance with the new requirements under the Dutch Civil Code, following theimplementation of SRDII, was approved by the AGM on June 17, 2020 with a vote percentage in favor of the policyof 98.43%.
b.

Compensation paid to current and former Supervisory Board Members in financial year 2023

The annual compensation of the Supervisory Board Members is comprised of an annual fee and an attendancefee, promoting effective and independent supervision in the interest of the Company and the long-term success of theCompany. There is no variable compensation nor stock-based compensation awarded to the members of our
Supervisory Board.

79

The aggregate compensation for current and former members of our Supervisory Board with respect toservice in 2023 was €996,500 before any applicable withholding or other taxes, as set forth in the following table.
No reimbursement fees were paid to members of our Supervisory Board in 2023.
AnnualFees (Euro)

Supervisory Board Members Fees

Nicolas Dufourcq (1)Maurizio Tamagnini
Janet Davidson
Yann Delabrière
Ana de Pro Gonzalo
Heleen Kersten (2)Alessandro Rivera (2)Frédéric Sanchez
Donatella Sciuto
Paolo Visca (2)Hélène Vletter-van Dort (2)
Total

€
€
€
€
€
€
€
€
€
€
€
€

—
144,000
84,50077,500133,500——
80,50081,00077,00088,000766,000

AttendanceFees (Euro)

€
€
€
€
€
€
€
€
€
€
€

—
33,50033,00023,00029,00013,00010,00028,50024,00014,00022,500230,500

Total (Euro)

€
€
€
€
€
€
€
€
€
€
€

—
177,500
117,500
100,500
162,500
13,00010,000109,000
105,000
91,000110,500
996,500__________________(1)(2)

Mr. Dufourcq waived his rights to receive any compensation from the Company in relation to his mandate as a member of the Supervisory
Board or otherwise.
Ms. Heleen Kersten and Mr. Alessandro Rivera were members of our Supervisory Board until May 24, 2023, on which date their term
expired and on such date Mr. Paolo Visca and Mrs. Hélène Vletter-van Dort were appointed as new members of our Supervisory Board.

c.

Supervisory Board Remuneration Comparison

Set forth in the following table is the annual change over the last three years of (i) the average remuneration of
our Supervisory Board Members, (ii) the performance of the Company and (iii) the average remuneration of ourindirect employees (i.e., all indirect employees other than the members of our Senior Management, including the solemember of the Managing Board, our President and Chief Executive Officer):Supervisory Board remuneration
Average remuneration of Supervisory Board members(1)Company's performance
Net revenues (amounts in millions)Operating income (amounts in millions)
Employee remuneration
Average remuneration(2) of all global indirect employees(FTE basis)(3)

2023

2022

2021

$

119,413 $113,985 $

114,775$$

17,286 $4,611 $

16,128 $4,439 $

12,761
2,419$

114,100 $109,600 $111,200___________________(1) Using the Euro per U.S. dollar exchange rate on December 31, 2023 of €1 = $1.078496.
(2) Remuneration is defined as all remuneration paid to indirect employees including base salary, variable compensation in both cash andshares, social premiums, pension, expense allowances and benefits in kind. The average is calculated by taking the sum of remuneration
costs and dividing by the average number of full-time equivalent indirect employees over the period.
(3) Global indirect employees are all employees other than those directly manufacturing our products, excluding Senior Management. “FTE”
refers to full time equivalent.

We do not have any service agreements with any of the members of our Supervisory Board. We did notextend any loans or overdrafts to any of our Supervisory Board members. Furthermore, we have not guaranteed any
debts or concluded any leases with any of our Supervisory Board members or their families.
B. Managing Boardi.

Role of the Managing Board

In accordance with Dutch law, our management is entrusted to the Managing Board under the supervision of
our Supervisory Board. Mr. Jean-Marc Chery was appointed on May 31, 2018 for a three-year term and was re-80

appointed on May 27, 2021 for a subsequent three-year term expiring at the 2024 AGM and is currently the solemember of the Managing Board with the function of President and Chief Executive Officer. Our Supervisory Board
announced on September 19, 2023, that it will propose the reappointment of Mr. Jean-Marc Chery as sole member ofthe Managing Board, President and Chief Executive Officer for another three-year term for shareholder approval at
the 2024 AGM. We continue to review and strengthen the succession planning for the Managing Board to ensurebusiness continuity, taking into account, amongst others, the rapidly changing technological, social, economic andregulatory developments in our industry. For further biographical details concerning the sole member of theManaging Board, our President and Chief Executive Officer, please refer to the “Biographies of our Executive
Committee members (including the President and Chief Executive Officer)” section.
Under our Articles of Association, Managing Board members are appointed for a three-year term upon a nonbinding proposal by our Supervisory Board at our AGM and adoption by a simple majority of the votes cast at theAGM, provided quorum conditions are met, which term may be renewed one or more times.
Our shareholders’ meeting may suspend or dismiss one or more members of our Managing Board, in
accordance with the procedures laid down in our Articles of Association. Under Dutch law, our Managing Board isentrusted with our general management and the representation of the Company. Our Managing Board must seek
prior approval from our shareholders’ meeting for decisions regarding a significant change in the identity or natureof the Company. Under our Articles of Association and our Supervisory Board charter, our Managing Board mustalso seek prior approval from our Supervisory Board for certain other decisions with regard to the Company and our
direct or indirect subsidiaries.
The sole member of our Managing Board may not serve on the board of a public company without the priorapproval of our Supervisory Board. Pursuant to the Supervisory Board charter, the sole member of our Managing
Board must inform our Supervisory Board of any (potential) conflict of interest and pursuant to such charter andDutch law, any Managing Board resolution regarding a transaction in relation to which the sole member of ourManaging Board has a conflict of interest must be approved and adopted by our Supervisory Board. Should ourentire Supervisory Board also have a conflict of interest, the resolution must be adopted by our shareholders’meeting pursuant to Dutch law. We are not aware of any actual or potential conflicts of interests between the privateinterest or other duties of the sole member of our Managing Board and members of our Senior Management and theirduties to us.
Pursuant to our Articles of Association and the Supervisory Board charter, the following decisions by ourManaging Board with regard to the Company and any of our direct or indirect subsidiaries (an “ST Group
Company”) require prior approval from our Supervisory Board: (i) any modification of our or any ST Group
Company’s Articles of Association or other constitutional documents, other than those of wholly owned subsidiaries;(ii) other than for wholly owned subsidiaries, any change in our or any ST Group Company’s authorized sharecapital or any issue, acquisition or disposal by us — with the exception of shares in our share capital acquired inorder to transfer these shares under employee stock option or stock purchase plans — or any ST Group Company ofown shares or change in share rights and any issue of instruments resulting in a share in performance conditions
related to corporate social responsibility and environmental, social and governance factors. Both short-term andlong-term incentive includes performance conditions promoting ST’s sustainable growth.
ii. Managing Board compensationa.

Guiding principles of Managing Board compensation

Amongst others, the following key principles are considered by the Supervisory Board to determine theremuneration structure of the sole member of the Managing Board, our President and Chief Executive Officer:•

Alignment with the Company’s strategy: the compensation package should be strongly linked to theachievement of targets that are indicators of the execution of the Company’s business strategy.

•

Improving the performance of the Company: most of the compensation (excluding base salary, benefits,
and pensions) is directly linked to the Company’s performance through variable pay incentives. These
incentives are based on ambitious performance conditions that include a mix of internal and external
criteria as well as relative performance conditions against peers.

81•Enhancing long-term creation of shareholder value: to strengthen the alignment with the interests of theshareholders and to enhance the long-term value creation of the Company, the compensation structure
includes short-term and long-term variable remuneration either in cash or in shares or a combination
thereof.

•Promoting sustainable corporate development: to ensure that the Company is managed in a sustainable
and responsible manner for the common good, the remuneration includes non-financial performance
conditions related to corporate social responsibility and environmental, social, and governance factors.
Both short- and long-term incentive include performance conditions promoting ST’s sustainable growth.

•

Retaining and motivating key employees: the compensation package should be competitive, ensuring
remuneration levels are determined by reference internally between the Company’s senior managers andexternally against the Peer Group.

In accordance with the key principles of the Company’s remuneration structure, the total remuneration of thesole member of the Managing Board, our President and Chief Executive Officer takes into consideration factors suchas the size and complexity of our Company, our global presence and that of our customers, the pace of change in our
industry, the Company’s value proposition, strategy and goal of long-term value creation, and the need to recruit andretain key personnel.
b.

Managing Board remuneration policy

The remuneration of the sole member of the Managing Board, our President and Chief Executive Officer, isdetermined by our Supervisory Board on the advice of the Compensation Committee.
In compliance with the disclosure requirements in the Dutch Civil Code, we present in this Item 6
comparative information on our performance relative to the compensation of the members of our Senior
Management and the sole member of the Managing Board, our President and Chief Executive Officer.
The Compensation Committee advises the Supervisory Board in reviewing the remuneration package of thesole member of the Managing Board, our President and Chief Executive Officer both in the context of the Company
performance and against the Peer Group and relevant market index. Before setting targets for the sole member of theManaging Board, our President and Chief Executive Officer, the Compensation Committee carries out scenario
analyses of the possible financial outcomes of meeting target levels.
Set forth in the table below is the list of companies retained for the Peer Group compensation analysis used
for the remuneration policy for the Managing Board:
Analog Devices
Infineon
Monolithic Power Systems
Microchip
NXP Semiconductors

ON Semiconductor
Texas Instruments
VishayRohm
RenesasShould one of the Peer Group companies not publish financial results for any reason, Diodes and/or Melexis
would replace the missing company.
The remuneration of the sole member of the Managing Board, our President and Chief Executive Officer, isbound by the remuneration policy as adopted by our 2021 AGM for a duration of a maximum of 4 years. Under theterms of the Dutch Civil Code, the remuneration policy for the Managing Board shall be submitted to the AGM for
adoption at least every four years after its adoption. A resolution to adopt the remuneration policy requires a majority
of at least 75% of the votes cast. At the 2023 AGM, over 92% of voting shareholders voted in favor of the
remuneration report.
The remuneration policy for the Managing Board contains the following key features:•the reinforcement of the link between Managing Board remuneration and long-term company strategy;82•

the simplification of the short-term incentive structure (fully paid in cash, as compared to a hybrid cashequity pay-out previously) featuring enhanced disclosure of criteria and threshold, targets, andmaximum performance levels;•

the inclusion of corporate social responsibility criteria among performance conditions for both the shortterm and long-term incentive in line with our objectives of promoting sustainable corporate
development;•enhanced disclosure of long-term incentive (share-settled) performance conditions and threshold andtarget performance levels as well as the remaining outstanding shares (which are not yet vested);•a three-year performance period for long-term incentives (as compared to one year previously), withvesting based on performance measured over the 3-year performance period, to improve alignment ofManaging Board remuneration with our objective of enhancing long-term shareholder value;•enhanced disclosure regarding early vesting provisions for the unvested stock awards;•

the implementation of share ownership guidelines for the Managing Board; and•claw-back provisions in order to reclaim payments after they have been awarded or to withhold
remuneration under specific conditions.

c.

Managing Board remuneration structure

The remuneration structure is reflective of the level of responsibility of the Company’s sole member of theManaging Board, our President and Chief Executive Officer. The remuneration structure is further aligned to theCompany’s current context while remaining competitive and providing an incentive to promote the Company’s
performance over the medium to long-term, and is in line with the Company’s corporate interest and the interests of
all its stakeholders.
The Supervisory Board, upon proposal from the Compensation Committee, determines the remuneration
structure and remuneration amounts for the sole member of the Managing Board, our President and Chief Executive
Officer based on the analysis of the theoretical maximum total direct remuneration (i.e., sum of base salary,maximum short-term incentive, and maximum long-term incentive).
The remuneration package of the sole member of the Managing Board, our President and Chief Executive
Officer is comprised of the following:•

A base salary; and•Variable components, linked to performance:o

A short-term incentive of up to 210% of base salary which is fully paid in cash.

oA long-term incentive through the grant of stock awards, up to a maximum of 100,000 shares.

The sum of these three elements represents the maximum total direct remuneration for the sole member of theManaging Board, our President and Chief Executive Officer.
The above-mentioned three elements of the total maximum remuneration of the sole member of the Managing
Board, our President and Chief Executive Officer are further described below:
Base salary
The purpose of the base salary is to provide a fixed level of earnings and to attract and retain the sole memberof the Managing Board, our President and Chief Executive Officer. It is a key component of overall remuneration,
particularly as the short-term incentive is expressed as a percentage of base salary. The Company seeks to determine
a fair and competitive base salary as compared to the Peer Group based on several factors.
Short-term incentive

83

The purpose of the short-term incentive is to motivate the sole member of the Managing Board, our President
and Chief Executive Officer to achieve financial and commercial objectives consistent with and supportive of theCompany’s strategy and to create a tangible link between annual performance and individual pay opportunity.
In accordance with the Managing Board remuneration policy and effective from the year 2021, the short-term
incentive of the sole member of the Managing Board, our President and Chief Executive Officer is fully paid in cash
up to a maximum of 210% of the base salary for the relevant year, all subject to the assessment and achievement of anumber of performance conditions which are set annually by the Compensation Committee of our Supervisory
Board.
The short-term incentive is subject to annual performance measurement of a unique set of 4 to 7 predefined
criteria (both financial and non-financial) and a performance matrix both for financial and non-financial criteria that
explicitly outline threshold and target outcomes (as well as overperformance conditions for financial criteria).
Performance measures and weightings are reviewed annually by the Compensation Committee. The
recommendations made by the Compensation Committee regarding scorecard targets and weightings are designed tosupport the delivery of the Company’s strategy. The Supervisory Board, upon recommendation by the Compensation
Committee, retains the ability to adjust performance measure targets and weightings year-by-year within the overalltarget and maximum pay-outs approved in the remuneration policy.
The Supervisory Board, upon the recommendation of its Compensation Committee, sets the conditions andperformance criteria that must be met by the sole member of the Managing Board, our President and Chief Executive
Officer for the attribution of his short-term incentive (which is paid in the subsequent year).
These performance conditions will enable the Supervisory Board to conduct a holistic and comprehensive
assessment of the annual performance of the sole member of the Managing Board, our President and Chief Executive
Officer. The combination of financial and non-financial criteria is well balanced in terms of external and internal
criteria and reflect the challenging objectives set by the Compensation Committee in line with the Company's
ambitious long-term vision and business strategy.
The financial performance criteria for 2023, as chosen by the Supervisory Board were as follows:•

Market share evolution, which is measured by assessing the Company’s relative positioning andcompetitiveness in relation to its market and its industry peers and how fast the Company grows its
revenues compared to its competitors. Market share is assessed on the basis of industry data publishedby WSTS.

•

Revenue growth, which represents the total amount of income generated by the Company’s operations;•Operating income, which is an important yardstick of profit measurement and reflects the operating
performance of the business which does not take into consideration of non-operating gains or losses
suffered by business, the impact of financial leverage and tax factors; and•Net operating cash flow, which is a liquidity metric that evaluates whether the Company has enoughliquidity to meet its debt obligations. This metric helps assess the financial soundness of the company interms of liquidity risk, financial risk, credit risk and business risk.

The non-financial performance criteria for 2023, as chosen by the Supervisory Board were as follows:•

Execution of special manufacturing programs, including our new 300mm fab in Agrate, Italy, and wideband gap capacity expansion notably in SiC (with notably our new integrated SiC substrate
manufacturing facility in Catania, Italy, and the increase in capacity for SiC products in our Catania,
Italy, and Singapore fabs);•

Execution of strategy implementation; and•Sustainability/corporate social responsibility index, which is divided into four criteria related to:oHealth & safety: measured against, amongst others, the employee safety performance;84oEnvironment/climate: measured against, amongst others, direct emissions (kCO2 equivalent);o

Diversity & inclusion: measured against, amongst others, gender ratio among management levels;
andoPeople management: measured against, amongst others, the employee survey (engagement index).

The weight of the sustainability/corporate social responsibility index is designed to remain stable over time,
however the individual sub-components used to form the sustainability/corporate social responsibility index may
evolve in the future to address sustainability priorities facing the Company and society.
Set forth in the following Table A1 and Chart A1 is the weight set for 2023 for each of the performance
criteria that will be assessed by the Supervisory Board in March 2024 for the attribution of the 2023 short-term
incentive (to be paid in 2024):
Table A1: Performance criteria with target weighting and pay-out

Annual short-term incentive performance criteria financial year 2023 (to be paid in 2024)

Financial performance conditionso Market share evolutiono Revenue growtho Operating income
o Net operating cash flow
Sub-total for financial performance conditions
Non-financial performance conditions
o Execute special manufacturing programso Execute strategy implementationo Sustainability/corporate social responsibility index
Sub-total for non-financial performance conditions
Total

85

TargetWeighting(as a % of total
weighting for
performance
criteria)

Target payout(as a % ofbase salary)

14%
19%
19%
19%
71%

30%
40%
40%
40%
150%

14%
5%
10%
29%
100%

30%
10%
20%
60%
210%

Chart A1: Performance criteria with target weighting and pay-out

As described in Table A2 below, the final pay-out of the short-term incentive is calculated by measuring theperformance of each condition, then adding the sums of the corresponding pay-out from Table A1 above, taking into
account any applicable caps. The sum is then multiplied by the base salary to determine the final short-term incentive
pay-out.
Table A2: Pay-out according to performance for each performance criterion
Pay-out as a percentage of base salary
Performance Performance
above orabove or
Performanceequal toequal to
Performance
below
threshold and target andabove
thresholdbelow target below stretch
stretchAnnual short-term incentive performance criteria
financial year 2023 (to be paid in 2024)

Financial performance conditionsoMarket share evolutiono
Revenue growthoOperating incomeo
Net operating cash flow

0%
0%
0%
0%

15%
20%
20%
20%

30%
40%
40%
40%

Sub-total for financial performance conditions

0%

75%

150%

0%
0%

15%
5%

30%
10%

30%
10%

45%
60%
60%
60%
Capped at
150%(1)

Non-financial performance conditionso
Execute special manufacturing programso
Execute strategy implementationo
Sustainability/corporate social responsibility
index
Sub-total for non-financial performance conditions

0%

10%

20%

20%

0%

30%

60%

Total

0%

105%

210%

60%(2)
short-term
incentive
pay-out
capped at
210%

86

___________________________

(1)
(2)

Over-performance for financial conditions can balance the potential under-performance of other financial conditions if performanceexceeds stretch targets, without exceeding a maximum pay-out of 150% of base salary regarding the portion of the short-term incentive
dependent on financial performance criteria.
No stretch targets are defined for non-financial performance criteria.

As of the publication of this Form 20-F the evaluation and assessment of the fulfillment of conditions andperformance criteria as well as the determination of conditions for the 2023 short-term incentive have not yet been
completed by the Supervisory Board upon the proposal of the Compensation Committee (expected in March 2024).
As a result, performance achievement levels and final pay-out for the short-term incentive based on 2023
performance (to be paid in 2024), as well as the scorecard for the 2023 short-term incentive will be disclosed at alater date, and is expected to be included in the 2023 Dutch Annual Report. Scorecard targets are not disclosed
prospectively as it would require the disclosure of commercially sensitive information. Scorecard targets for the2023 short-term incentive will be disclosed only when they are no longer deemed to be commercially sensitive.
Long-term incentive
The purpose of the long-term incentive is to motivate the sole member of the Managing Board, our President
and Chief Executive Officer to deliver sustainable long-term shareholder value through long-term profitability andshare price growth.
The terms of this long-term incentive are included in the long-term incentive plan approved at the 2021 AGM,
allowing for grants of unvested stock awards in 2021, 2022 and 2023. The vesting of unvested stock awards issubject to the achievement of performance conditions and calculated over a three-year performance period. Grants ofunvested stock awards made in 2022 and 2023 will fully vest, subject to performance conditions, in 2025 and 2026
respectively.
Award levels are determined annually by the Compensation Committee within the maximum amounts set by
the Supervisory Board. In accordance with the resolution adopted by our AGM, the maximum annual grant allowed
in relation to the sole member of the Managing Board, our President and Chief Executive Officer’s stock award for
2021, 2022 and 2023 was 100,000 unvested stock awards subject to performance criteria.
The Supervisory Board, upon recommendation of the Compensation Committee, determines whether the
performance criteria are met and concludes whether and to which extent the sole member of the Managing Board,
our President and Chief Executive Officer, is entitled to any stock awards under the long-term incentive plan.
Scorecard targets are not disclosed prospectively as it would require the disclosure of commercially sensitive
information. Scorecard targets will be disclosed only when they are no longer deemed to be commercially sensitive.
Grants in 2023, 2022 and 2021
In accordance with the long-term incentive plan approved at the 2021 AGM, allowing for grants in 2021,
2022 and 2023, the stock awards vest at the end of a three-year performance period, from the date of the grant,
provided that the sole member of the Managing Board, our President and Chief Executive Officer is still an
employee at such time (subject to the termination provisions listed below in “Section f. Compensation provisions in
the event of termination or departure of the sole member of the Managing Board, our President and Chief Executive
Officer”).
For the 2023 long-term incentive, the performance criteria are:•

Revenue growth;•

Operating margin; and•Sustainability/corporate social responsibility index, which was comprised of the following KPIs
(including two external criteria):oEnvironment/climate: measured against, amongst others, the direct emissions (kCO2
equivalent);87

oDiversity, inclusion and people engagement: measured against, amongst others, gender ratio
among management levels;o

Investor ESG index: measured against, amongst others, the Dow Jones sustainability indices;andoCarbon rating: measured against, amongst others, the CDP carbon rating.

Set forth in the following Table B1 and Chart B1 is the weight set for each of the performance criteria thatwill be assessed by the Supervisory Board over the three performance periods for the attribution of the relevant longterm incentive.
Table B1: Long-term incentive performance criteria and target weighting over the three performance periods
Long-term incentive plan performance criteria to beassessed over a
3-year period
Revenue growth (financial year 2025 vs financial year
2022 in comparison to Peer Group)
Operating margin ratio before restructuring (average forthe 2023 – 2025 period)
Sustainability/corporate social responsibility index
Maximum achievement score

Target Weighting(as % of maximum
achievement score)
33.33%
33.33%
33.33%
100%
which correspond to a
maximum of 100,000 unvested stock awards

Chart B1: Long-term incentive performance criteria and target weighting over the three performance periods

88Table B2: Shares to vest at the end of the 3-year vesting period according to performance for eachperformance criterion

Long-term incentive plan performance
criteria to be assessed over a 3-year period
Revenue growth (financial year 2025 vsfinancial year 2022 in comparison to Peer
Group)
Operating margin ratio before restructuring(average for the 2023 – 2025 period)
Sustainability/corporate social responsibility
index
Total

Shares to vest as a percentage of maximum award
Performance
above
Performance Performance threshold
Performance
below
equal toand below
above or at
thresholdthresholdtargettarget0%16.67%

25%

33.33%

0%16.67%

16.67%

33.33%

0%16.67%

16.67%

33.33%

0%50%

58.34%

100%

Table B3: Vesting schedule for the 2021, 2022 and 2023 long-term incentive grants
Set forth in the following table is an overview of the outstanding awards that have been granted to the solemember of the Managing Board, our President and Chief Executive Officer, in accordance with the new long-term
incentive plan adopted by the 2021 AGM. For the purposes of the vesting schedule table below, a hypotheticalachievement rate of 100% of performance conditions is used:

Number ofshares thathave beenMax.
granted based Sharenumber of
price
Final shares that on performanceatconditions
Grant vesting
can be
grant
date
date
grantedachievement(in $)
AGM
July 26, date
100,000
100,000$51.55
2023
for
2026
July 27, AGM
date
2022
for
2025
AGM
July 28, date
for
2021
2024

2024
vesting

100,000

100,000$36.33100,000

100,000$39.33 100,000(1)2026
vesting

Unvested
shares as ofend of 2023

100,000(1)100,000

2025
vesting

100,000(1)Totalvesting

100,000

100,000
300,000_________________(1)

In the event of 100% achievement of performance criteria to be assessed by the Supervisory Board.

Grant in 2020
Set forth in the following table are the performance criteria, weight, and achievement rate for the periods
indicated below set for the long-term incentive grant in 2020.
Under the terms of the previous long-term incentive plan in place before the current remuneration policy,
performance was measured over the course of the year following the grant, subject to three performance conditions.

89Based on the achievement of long-term incentive performance conditions, the total number of shares to be vested
was determined, up to a maximum of 100,000 shares. Performance conditions were assessed once, one year
following the grant date. The unvested stock awards then vested as follows:•

One year post-grant: 32% of unvested stock awards vest (a maximum of 32,000 shares if all targets weremet)•

2 years post-grant: 32% of unvested stock awards vest (a maximum of 32,000 shares if all targets weremet)•

3 years post-grant: 36% of unvested stock awards vest (a maximum of 36,000 shares if all targets weremet)

Following the implementation of the remuneration policy adopted at the 2021 AGM, the terms of long-term
incentive plans from 2021 onwards have changed, as detailed in the section “Grants in 2023, 2022 and 2021” above).
Assessment of performance criteria for 2020 long-term incentive grants
Target weighting(as % of maximumLong-term incentive plan performance
criteria
Evolution of sales
Evolution of operating income
Return on net assets
Maximum achievement scoreachievement score)2020

33.33%
33.33%
33.33%
100%
which correspond to a
maximum of 100,000
unvested stock awards

Criteria met
Criteria met
Criteria met
100%
performanceachieved

Vesting schedule for outstanding sharesSet forth in the following table is an overview of the outstanding awards under grants prior to implementationof the new long-term incentive plan adopted in 2021 that have been granted to the sole member of the Managing
Board, our President and Chief Executive Officer:

Number ofshares thathave beenMax.
grantednumber ofbased onShare
Unvested
Final shares that performance price atsharesas ofGrant vesting
can beconditions
grant
2021
2022
2023
date
date
granted achievement (in $) vesting vesting vesting end of 2023

Plan
2020
unvested July 23, June 17,
stock
2020
2023
awardsGrant

100,000

100,000$29.97 32,000 32,000 36,000

0

32,000 32,000 36,000

0

Total
vesting90

Share ownership guidelines
The sole member of the Managing Board, our President and Chief Executive Officer is expected to build up ashareholding in the Company equal to 1.5 times of the base salary, in line with the remuneration policy.
Claw-back provisions under Dutch law
All performance-related remuneration awarded to the sole member of the Managing Board, our President andChief Executive Officer are subject to the following claw-back provisions, in accordance with Dutch law. If theSupervisory Board considers that there is a significant downward restatement of the Company's financial results,
breach of duty from the sole member of the Managing Board, our President and Chief Executive Officer, or where
remuneration has been paid based upon incorrect information about the achievement of the goals on which the
remuneration was based or the circumstances on which the short-term incentive was dependent, it may, in its
discretion, within two years of the performance-related remuneration of the sole member of the Managing Board, our
President and Chief Executive Officer vesting or being paid:•require the sole member of the Managing Board, our President and Chief Executive Officer to repay to
the Company an amount equal to the after-tax value of some or all of any short-term incentive or theCompany's shares that were granted; and/or•

require the Company to withhold from, or offset against, any other remuneration to which the solemember of the Managing Board, our President and Chief Executive Officer may be or become entitledin connection with its employment such an amount as the Supervisory Board considers appropriate.

When reaching its decision, the Supervisory Board will take into account of the significance of the breach of
duty and in addition, the Supervisory Board may take other actions in relation to the statutory provision e.g. claim
for damages.
During 2023, no claw-backs have occurred.
The sole member of the Managing Board, our President and Chief Executive Officer may also receive othertypes of remuneration included as described in the remuneration policy, such as social premiums, benefits in kind(including a company car), pension contributions and miscellaneous allowances.
Statement of Compliance with Section 303A.14 of the New York Stock Exchange Listed Company Manual
In accordance with the applicable provisions of the New York Stock Exchange Listed Company Manual
providing for the recovery of erroneously awarded incentive-based compensation, the Company has adopted astatement of compliance which provides for recovery of erroneously awarded incentive-based compensation(including both cash and equity compensation) received by current and former executive officers during a three-year
look back period following an accounting restatement.
The statement of compliance is filed as an exhibit to this Form 20-F.
d.

Compensation paid to the sole member of the Managing Board, our President and Chief Executive Officer
in financial year 2023

The sole member of the Managing Board, our President and Chief Executive Officer, received compensationin the form of a base salary, short-term incentive (fully paid in cash from 2021 onwards), long-term incentive grant(unvested stock awards), social premiums, benefits in kind (including a company car), pension contributions andmiscellaneous allowances.
Set forth in the following table and chart is an overview of the total compensation of the sole member of theManaging Board, our President and Chief Executive Officer paid in 2023:

91Base Salary
Variable components$

1,213,544

Short-term incentive(1)Long-term incentive(2)$$2,819,125
1,838,364

Benefits
Social security
contributions
Pensions(3)Miscellaneous
allowances
Termination benefits$

117,737$

877,128$435,717$$$——7,301,615

Other components

Total___________________(1)
Short-term incentive includes both the amount paid in cash in 2023 (based on 2022 performance) and a tranche from the short-term
incentive payable in shares based on his 2020 performance. The achievement rate based on 2022 performance was 205% and paid in 2023.
The short-term incentive based on 2023 performance will be determined by the Compensation Committee and paid at a date after the
publication of this Form 20-F.
(2)
The sole member of the Managing Board, our President and Chief Executive Officer was granted, in accordance with the remuneration
policy and subsequent shareholder authorizations, up to a maximum of 100,000 unvested stock awards, subject to performance criteria. The
vesting of such stock awards is conditional upon the sole member of the Managing Board, our President and Chief Executive Officer’s,
continued service with us.
(3)Complementary pension plan for certain of the Company's key executives.

During 2023, the sole member of the Managing Board, our President and Chief Executive Officer, did nothave any stock options, and did not purchase any shares in the Company. During 2023, the sole member of theManaging Board, our President and Chief Executive Officer sold 41,355 shares.
e.

Evolution of paid remuneration to the Managing Board

Set forth in the following table is the total compensation of the sole member of the Managing Board, our
President and Chief Executive Officer, paid from 2021 to 2023:

92

Variable components
Name

Year

Base
salaryShort-term
Incentives (1)Other components(3)Long-term
Incentives

Benefits

Socialsecurity
contributions

Pensions

Total

(2)

Fixed/
Variable
remuneration

Jean-Marc
Chery

2023

$1,213,544 $2,819,125$ 1,838,364$117,737 $877,128$435,717$7,301,615

36% fixed/
64% variable

Jean-Marc
Chery

2022

$1,250,954 $2,506,576$ 2,043,212$108,023 $

857,448$452,230$7,218,443

37% fixed /63% variable

Jean-Marc
Chery

2021

$ 936,357

1,907,307$ 3,245,640$101,867 $

904,742$463,617$7,559,530

32% fixed /68% variable$___________________(1) The short-term incentive includes both the amount paid in cash and the amount paid in shares for the year 2020. As of 2021 with theimplementation of the remuneration policy for our Managing Board adopted at the 2021 AGM, the short-term incentive is paid fully in cash.
The short-term incentive related to 2023, 2022 and 2021 was approved by the Compensation Committee and Supervisory Board with respect
to the 2023, 2022 and 2021 financial year, respectively, based on the evaluation and assessment of the actual fulfillment of a number of predefined objectives for such year. The short-term incentive related to a relevant year is paid in the subsequent year, i.e. the short-term incentive
related to the 2023, 2022 and 2021 financial year, respectively, is paid in 2024, 2023 and 2022 respectively. The achievement rate for the2022 short-term incentive (paid in 2023), based on 2022 performance, was 205% in cash out of maximum of 210%. The achievement rate forthe 2021 short-term incentive (paid in 2022), based on 2021 performance, was 205% in cash out of maximum of 210%. The achievement rate
for the 2020 short-term incentive (paid in 2021), based on 2020 performance, was 183% (135% in cash and 48% in shares) out of maximumof 210%.
(2) The employer social security contributions relate to the fixed and variable remuneration, including the unvested stock awards.
(3) There were no miscellaneous allowances nor termination benefits in the years 2023, 2022, and 2021.

f.

Compensation provisions in the event of termination or departure of the sole member of the Managing
Board, our President and Chief Executive Officer

The sole member of the Managing Board, our President and Chief Executive Officer, was appointed on May
31, 2018 for a three-year term and was reappointed for another three-year term at the 2021 AGM, expiring at the2024 AGM. He has two employment agreements with us, the first with the Company, which relates to his activities
as sole member of our Managing Board and representative of the Company, and the second with one of our entities
in Switzerland, which relates to his activities as President and Chief Executive Officer, the EIP, Pension and otheritems covered by the remuneration policy for our Managing Board. While the relationship between a member of theManaging Board and a listed Dutch company will be treated as a mandate agreement, not an employment agreement,
existing employment agreements, including the employment agreement between us and our sole member of theManaging Board, will remain in effect.
The agreements can be terminated with a notice period of 6 months if terminated by the Company or 3 months
if terminated by the sole member of the Managing Board, our President and Chief Executive Officer.
Severance clausePursuant to the agreements, the sole member of the Managing Board, our President and Chief Executive
Officer will be entitled to a severance payment if his employment is terminated at the initiative of the Company andother than for cause, considering amongst others, his critical role in the Company and his seniority. The severance
payment will be equal to a gross lump sum payment in the amount of two times his latest gross annual salary, plus
the short-term incentive (being the average of the short-term incentive received in the last three years) subject to any
and all applicable legal, regulatory and/or contractual deductions.
Any severance payments made will be disclosed in the remuneration report in the annual report of thefinancial year that this amount relates to, as well as the reason for the severance payment.
Vesting of stock awards in the event of termination or departure
In the event of termination of the employment or departure of the sole member of the Managing Board, our
President and Chief Executive Officer, his stock awards will either (i) be forfeited in full, (ii) accelerate in vesting or(iii) continue vesting, as shown in the table below.
Table of the compensation in the event of termination or departure of the sole member of the Managing Board, our
President and Chief Executive Officer

93

Set forth in the table below is an overview of the compensation of the sole member of the Managing Board,
our President and Chief Executive Officer in the event of his termination or departure, as applicable.
Termination by the Company
In connection
Not in connection
with serious
with change of
In connection
or gross
control or serious
with change of
misconduct
or gross
controlmisconduct
times the annual
2 times the annual 2basesalary plus
base salary plus
averageshortaverage short-term
Not applicableterm
incentive
incentive over the
over
the
last
3
last 3 years
years

Resignation

Retirement

Severance
ClauseNot applicableNot applicable

Outcome ofunvestedstock awards

Forfeited in fullContinuation of Accelerated vestingvestingC.
i.

Accelerated
vesting

Forfeited in
fullSenior Management

Definition of Senior Management
The term “Senior Management” refers to:•

The sole member of the Managing Board, our President and Chief Executive Officer;•

The members of the Executive Committee (including the sole member of the Managing Board, our
President and Chief Executive Officer); and•The Executive Vice Presidents of the Company.

The sole member of the Managing Board, our President and Chief Executive Officer, is entrusted with ourgeneral management and is supported in his tasks by our Executive Committee and Executive Vice Presidents, whotogether constitute the Senior Management.
ii. Role of Executive Committee
The Executive Committee acts under the authority and responsibility of the Managing Board and in thisrespect manages the Company. The Managing Board remains legally responsible for the management of theCompany. The responsibilities of the Executive Committee include overseeing the general strategy as well as the risk
management in connection with the Company's activities, operational and financial objectives and financial reporting
processes. The Executive Committee adopts resolutions based on consensus, or if no consensus can be reached, by amajority of the votes cast by the members of the Managing Board including the vote of the chairman of the
Executive Committee.
The chairman of the Executive Committee is the President and Chief Executive Officer of the Company.
Members of the Executive Committee are appointed by the Managing Board subject to the approval of theSupervisory Board. Members of the Executive Committee can be suspended and dismissed by the Managing Board
without prior approval by the Supervisory Board.
The Executive Committee was composed of the following nine members as of December 31, 2023 as set forthin the table below:

94Name (1)

Position

Jean-Marc Chery

President and Chief Executive Officer
President, Analog, MEMS and Sensors
Group
President, Human Resources,
Corporate Social Responsibility
President, Microcontrollers andDigital ICs Group
Chief Financial Officer (CFO) and President,
Finance, Purchasing, Enterprise Risk
Management (ERM) & Resilience
President, Quality, Manufacturing andTechnology
President, Automotive and DiscreteGroup
President, Legal Counsel and Public Affairs
President, Sales & Marketing

Marco Cassis
Rajita D'Souza
Remi ElOuazzane
Lorenzo Grandi
Fabio Gualandris
Marco Monti
Steven Rose
Jerome Roux

Years with
Company

Years in SemiConductor Industry

Age

39

39

63

36

36

60

3

3

51

2

26

50

36

36

62

35

36

64

37

37

62

32
32

32
36

61
58

_______________________(1)

Fabio Gualandris has, in August 2023, replaced Orio Bellezza as President, Quality, Manufacturing and Technology and as announced on
January 10, 2024 Marco Monti will leave the Company.

iii. Biographies of our Senior Managementa.

Biographies of our Executive Committee Members (including the President and Chief Executive Officer)

Jean-Marc Chery
Jean-Marc Chery is STMicroelectronics’ President and Chief Executive Officer and has held this position
since May 2018. He is the Sole Member of ST’s Managing Board and chairs its Executive Committee. Chery began
his career in the Quality organization of Matra, the French engineering group. In 1986, he joined Thomson
Semiconducteurs, which subsequently became ST, and held various management positions in product planning andmanufacturing, rising to lead ST’s wafer fabs in Tours, France, and later in Rousset, France. In 2005, Chery led thecompany-wide 6-inch wafer-production restructuring program before taking charge of ST’s Front-End
Manufacturing operations in Asia Pacific. In 2008, he was promoted to Chief Technology Officer and assumed
additional responsibilities for Manufacturing and Quality (2011) and the Digital Product Sector (2012). In 2014,
Chery was appointed ST’s Chief Operating Officer responsible for Technology and Manufacturing operations. In
July 2017, Chery was appointed Deputy CEO with overall responsibility for Technology and Manufacturing, as well
as for Sales and Marketing operations. Chery sits on the Board of Directors at the Global Semiconductor Alliance(GSA) and France Industrie, and also serves as Chairman of the France – Malaysia Business Council at Medef
International. He is a member of the Board of Directors at Legrand. Previously, Chery was President of the European
microelectronics R&D program AENEAS and served as President of the European Semiconductor Industry
Association (ESIA) in 2019-2021. Chery was promoted Knight of the Legion of Honor by the French Ministry of
Economy and Finance in July 2019. Jean-Marc Chery was born in Orleans, France, in 1960, and graduated with adegree in Engineering from the ENSAM engineering school in Paris, France.
Marco Cassis
Marco Cassis is STMicroelectronics’ President, Analog, MEMS and Sensors Group and has held this position
since January 1, 2022. He also heads the corporate functions of Strategy Development, System Research andApplications, and Innovation Office, and is a member of ST’s Executive Committee. Cassis joined SGS-Thomson
Microelectronics (now STMicroelectronics) as a car-radio chip designer in 1987. He later moved to Japan to help
expand ST’s audio business with major local players, including ST’s strategic alliance with Pioneer. In the early
2000s, Cassis managed the Audio Business Unit and was subsequently promoted to Director of Audio andAutomotive Group. In 2004, Cassis was named Vice President of Marketing for automotive, computer peripheral,and telecom products. In 2005, he advanced to Vice President of the Automotive Segment Group and was promoted
to lead ST’s operations in Japan. His mandate was expanded to include Korea in 2010 and Greater China and South95

Asia in 2016, when he was appointed President of ST’s Asia Pacific Region. In 2017, Cassis was promoted
President, Global Sales and Marketing, and added Communications and Strategy Development in 2018. Marco
Cassis was born in Treviso, Italy, in 1963, and graduated with a degree in Electronic Engineering from the
Polytechnic of Milan, Italy.
Rajita D’Souza
Rajita D’Souza is President of STMicroelectronics’ Human Resources and Corporate Social Responsibility(CHRO) and has held this role since January 2021. Her mandate also entails the Company’s directions onenvironment, health, and safety. D’Souza is a member of ST’s Executive Committee. D’Souza started her career in1993 as Manager Operations with Reliance Consultancy Services in Mumbai, India. In 1997 she joined General
Electric, where she held various HR leadership positions with increasing responsibility and scope. In 2007 D’Souza
moved to SABIC to become Director Human Resources in Europe. In 2011, she was appointed Vice President
Human Resources for the EMEA region of The Goodyear Tire & Rubber Company. In 2017 D’Souza joined Bekaert
as Chief Human Resources Officer. Rajita D’Souza was born in Mumbai, India, in 1973. She holds a master’s degreein Law from the University of Mumbai and a bachelor’s degree in Business Management. She is also a certified
Master Black-Belt in Six Sigma quality.
Remi El-Ouazzane
Remi El-Ouazzane is STMicroelectronics’ President, Microcontrollers and Digital ICs Group and has held
this position since January 1, 2022. He is a member of ST’s Executive Committee. El-Ouazzane started his career at
Texas Instruments in 1997. He rose through the ranks across the broadband, mobile, and embedded processing
divisions to become Vice President and General Manager of the Open Multimedia Applications Platform (OMAP) in2009. El-Ouazzane was appointed Chief Executive Officer of Movidius in 2013, responsible for driving its visionprocessing technologies to advance the adoption of AI in the Internet of Things. With the acquisition of Movidius byIntel in 2016, he joined Intel’s New Technology Group as Vice President and General Manager and became Chief
Operating Officer of Intel’s Artificial Intelligence Products Group in 2018. In 2020, El-Ouazzane became Intel’s
Datacenter Platform Group Chief Strategy Officer, driving strategic initiatives in the data center and cloud markets.
In 2009, El-Ouazzane was honored with the French-American Foundation’s Young Leaders Award. Remi ElOuazzane was born in Neuilly-sur-Seine, France in 1973 and graduated from the Grenoble Institute of Technology(INPG) in 1996 and the Grenoble Institute of Political Studies in 1997. He graduated from the General Management
Program at Harvard Business School in 2004.
Lorenzo Grandi
Lorenzo Grandi is STMicroelectronics’ Chief Financial Officer (CFO) and President, Finance, Purchasing,
Enterprise Risk Management (ERM) & Resilience, and has held this position since January 1st, 2022. He is amember of ST’s Executive Committee. Grandi joined SGS-THOMSON Microelectronics (now STMicroelectronics)
in 1987 as a R&D process engineer. In 1990, he moved to ST’s Memory Product Group as Financial Analyst andlater was appointed Group Controller contributing to the expansion of ST’s flash memory business. In 2005, Grandijoined ST’s Corporate Finance organization responsible for Budgeting and Reporting. In 2012, he was promoted to
Corporate Vice President in charge of Corporate Control. Grandi was appointed ST’s Chief Financial Officer in 2018and his overall responsibilities include Finance and Business Control, Treasury, Capital investment Control and
Planning, Global Procurement, Investor Relations, Enterprise Risk Management and Business Continuity. In
December 2020, Grandi received a special award for his long-standing professional achievements from the French
Association of Financial Directors and Management Controllers (DFCG). Lorenzo Grandi was born in Sondrio,
Italy, in 1961. He graduated cum laude in Physics from the University of Modena, Italy, and holds an MBA from
SDA Bocconi School of Management in Milan, Italy.
Fabio Gualandris
Fabio Gualandris is STMicroelectronics’ President, Quality, Manufacturing, and Technology and has held thisposition since July 2023. He was responsible for the company’s Back-End Manufacturing & Technology
organization since 2016 and also led the Company’s Testing Council, alongside its manufacturing strategy in Asiaand efforts in System-in-Package technology. Gualandris is a member of ST’s Executive Committee. Gualandris
joined SGS Microelettronica (now ST) R&D in 1984. He became R&D Director of Operations in 1989 and became
Automotive BU Director in 1996. After two years as President and CEO of Semitool, he rejoined ST in 2000 as
Group VP responsible for memory products including the RAM/PSRAM and Automotive Flash. In 2005, Gualandris

96

was appointed CEO of ST Incard, an ST smart-card subsidiary. In 2008-2010, he served as VP and Supply Chain
General Manager at ST’s memory JV with Intel. In 2011, Gualandris was appointed ST’s Executive Vice President,
Product Quality Excellence. Gualandris has authored several technical and managerial papers and holds multiple
international patents. He serves as Chairman of STS, ST's manufacturing JV in China. Fabio Gualandris was born inBergamo, Italy, in 1959. He holds a Master’s degree in Physics from the University of Milan.
Marco Monti
Marco Monti is STMicroelectronics’ President, Automotive and Discrete Group. The head of ST’s
Automotive Product Group since 2012, his mandate was expanded to include discrete and power transistor products
in January 2016. Monti is a member of ST’s Executive Committee. Monti joined ST in Central R&D in 1986 andtransferred to the Automotive Division in 1988, where he designed automotive ICs incorporating smart-power
technologies. He moved to Japan in 1990 working on a co-development activity designing a noise-reduction system
for audio applications. Subsequently, Monti transferred into marketing, contributing to the expansion of ST’s
automotive business in Japan. In 2000, he became the marketing manager for ST’s Automotive Division and started
the Company’s automotive microprocessor business two years later. In 2004, Monti was promoted to Division
General Manager for Powertrain, Safety, and Chassis products. He earned responsibility for the Automotive
Electronics Division in 2009. Then, in 2012, Monti was appointed Executive Vice President, General Manager ofST’s Automotive Product Group. Marco Monti was born in Milan, Italy, in 1961. He graduated cum laude inElectronic Engineering from the Polytechnic of Milan and earned a PhD in Electronics from the University of Pavia,
Italy.
Steven Rose
Steven Rose is STMicroelectronics’ President, Legal Counsel and Public Affairs, and has held this position
since July 2023. He was appointed President, Legal Counsel in May 2018 and has been in charge of ST’s legal
affairs since 2013. Rose is a member of ST’s Executive Committee. Rose started his career as a corporate attorney atthe law firm Gardere & Wynne in Dallas, Texas, providing legal advice and services to public and privatecompanies. He joined SGS-THOMSON Microelectronics (now STMicroelectronics) in 1991 as the Associate
General Counsel for the U.S. subsidiary, STMicroelectronics, Inc. In 2006, Rose was appointed Senior Associate
General Counsel for the Americas, Greater China & South Asia, and Japan & Korea regions, in addition to serving
as Vice President, Secretary & General Counsel and a Director of STMicroelectronics, Inc. Steven Rose was born in
Wichita, Kansas (USA), in 1962. He obtained a degree in Accounting from Oklahoma State University and a Juris
Doctor degree from the University of Oklahoma College of Law.
Jerome Roux
Jerome Roux is STMicroelectronics’ President, Sales & Marketing, and has held this position since January 1,
2022. He is a member of ST’s Executive Committee. Roux began his career in the Planning department of SGSTHOMSON Microelectronics (now STMicroelectronics) in 1988. He soon moved to the Company’s packaging
facility in Casablanca, Morocco as Material Manager. Afterwards, Roux moved to Singapore and then Shanghai as
the Asia Pacific Marketing Director for ST’s Discrete and Standard Product Group. He left ST briefly to manage an
ST supplier company and returned to ST in 2006 as Group Vice President, Assembly & Testing Outsourcing
Operations. Global Purchasing responsibilities were added to his mandate in 2008. Roux was promoted to Corporate
Vice President in 2012 and managed ST’s sales in the Greater China & South Asia Region and later the whole Asia
Pacific Region. In 2017, Roux was appointed Executive Vice President, Sales & Marketing, for the Company’s Asia
Pacific region. Roux serves as Advisor to the French Government (CCEF) on Foreign Trade. Jerome Roux was bornin Antibes, France, in 1965, and graduated from ISG Business School in Paris with a master’s degree in Commerce(Management & Marketing).
b.

Biographies of our Executive Vice Presidents

The group of Executive Vice Presidents consisted of the following people as of December 31, 2023:

97

Years with
Company

Years in SemiConductor Industry

Age

25

33

55

33

33

57

26

26

49

29

29

55

3

3

50

39

39

65

35

35

59

26

26

60

Franck Freymond

Executive Vice President, Analog & Power
Front-End Manufacturing
Executive Vice President and General Managerof the Imaging sub-group within ST’s Analog,
MEMS and Sensors Group
Executive Vice President, Smart Power Solutions
Sub-Group within ST’s Automotive and DiscreteGroup (ADG), Automotive Business Deputy
Executive Vice President, Sales & Marketing,
China Region
Executive Vice President, Chief Innovation
Officer and General Manager System Researchand Applications (SRA) Group
Executive Vice President Supply Chain
Executive Vice President, General-Purpose
Microcontroller sub-group within ST's
Microcontrollers and Digital ICs Group
Executive Vice President, Chief Audit & Risk
Executive

13

13

55

Fabrice Gomez

Executive Vice President, Head of Back-End
Manufacturing & Technology

11

11

55

Frédérique Le Grevès

Executive Vice President, Europe and France
Public Affairs

3

3

56

Claudia Levo

12

14

58

30

33

59

8

29

56

25

25

61

Hiroshi Noguchi

Executive Vice President, Integrated Marketing& Communications
Executive Vice President, General Manager,
Analog sub-group within ST's Analog, MEMS
and Sensors Group
Executive Vice President Digital Front-End
Manufacturing and Technology
Executive Vice President, Power Transistor subgroup within ST's Automotive and DiscreteGroup
Executive Vice President, Sales & Marketing,
Asia Pacific Region excluding China (APeC)

16

16

48

Giuseppe Notarnicola

Executive Vice President, Treasury, Insurance,
M&A, IP BU, and Italy Public Affairs

18

18

62

Rino Peruzzi

25

25

58

23

23

52

Bertrand Stoltz

Executive Vice President, Sales & Marketing,
Americas and Global Key Account Organization
Executive Vice President, Digital Transformation
and Information Technology, Corporate
Development
Executive Vice President Finance, Global Shared
Services and Systems, Asia Public Affairs

29

29

53

Geoff West

Executive Vice President, Chief Procurement
Officer

30

38

60

Nicolas Yackowlew

Executive Vice President, Product Quality &Reliability

28

29

54

Name(1)
Michael Anfang
Christophe Ayela
Alexandre Balmefrezol
Stefano Cantù
Henry Cao
Alessandro Cremonesi
Alberto Della Chiesa
Ricardo De Sa Earp

Matteo Lo Presti
Laurent Malier
Edoardo Merli

Chouaib Rokbi

Position
Executive Vice President, Sales & Marketing,
Europe, Middle East and Africa Region (EMEA)_________________________________(1)

Michael Hummel left his position in November 2023, and Christophe Ayela was appointed as Executive Vice President, Analog & Power
Front-End Manufacturing. Alexandre Balmefrezol was appointed in January 2023 as Executive Vice President and General Manager of the
Imaging sub-group replacing Eric Aussedat. Fabrice Gomez has replaced in July 2023 Fabrio Gualandris as Executive Vice President, Headof Back-End Manufacturing & Technology. Andrea Onetti left his position as Executive Vice President, MEMS Sub-Group in 2023. GeoffWest was appointed as Executive Vice President, Chief Procurement Officer in 2023.

c.

Biographies of our Executive Vice Presidents Committee Members

Michael Anfang
Michael Anfang is Executive Vice President, Sales & Marketing for STMicroelectronics’ Europe, Middle
East and Africa Region (EMEA), and has held this position since November 2018. Anfang started his career with
Siemens Semiconductor AG in 1990 in product engineering, followed by responsibilities in product design,
automotive and strategic marketing. In 1999, he joined ST as an automotive business development manager. In 2002,
Anfang was given responsibility for microcontroller product marketing at ST’s Automotive Division in Agrate, Italy
and was promoted to Director of Marketing & Applications in 2005. Four years later, he was appointed Digital98Automotive Business Unit Director of the Automotive Product Group and became a member of the management
team responsible for the MCU Joint Development Program between Freescale and STMicroelectronics. In 2013,
Anfang joined the EMEA regional organization of STMicroelectronics as Automotive Marketing & Applications
Vice President. Michael Anfang was born in Kitzbühel, Austria, in 1968. He graduated with a degree in Electronic
Engineering from the Higher Technical School in Saalfelden, Austria, and a degree in Business Management andMarketing from the FU University in Hagen-Munich, Germany.
Christophe Ayela
Christophe Ayela is Executive Vice President, Analog & Power Front-End Manufacturing, and has held thisposition since November 2023. Ayela joined STMicroelectronics in Tours (France) as R&D engineer in 1990. Fiveyears later, he moved to Tours Manufacturing as Engineering Manager. In 2005, Ayela was named Tours Operations
Deputy Director. In 2011, Ayela became the Tours Operations Director; he was then promoted to Operations
Director for the Tours front-end and Rennes back-end sites in 2016. In 2018, Ayela was appointed General Manager
for ST’s Asia Pacific Region Front-End Manufacturing, leading the capacity extension and operations transformationof the 200mm fab in Ang Mo Kio (Singapore). Christophe Ayela was born in Cognac, France in 1966. He graduatedin Microelectronics Engineering from the National Institute of Applied Sciences (INSA) of Toulouse, France.
Alexandre Balmefrezol
Alexandre Balmefrezol is Executive Vice President and General Manager of the Imaging sub-group within
ST’s Analog, MEMS and Sensors Group and has held this position since January 2023.Balmefrezol started his
professional career as Product Design Engineer at ST in 1997. He held various positions in product design
developing ST’s expertise and leadership in power-management ICs for mobile phones. In 2009, Balmefrezol joined
ST-Ericsson, serving in different roles in product and business management. He was appointed Fellow in mixedsignal IC design and became head of ST-Ericsson’s Analog & Mixed Signal group. In 2013, Balmefrezol returned to
ST as a design manager and was subsequently promoted to lead system and product design for Time-of-Flight andglobal-shutter sensors at ST’s Imaging division. Alexandre Balmefrezol was born in Millau, France, in 1974. He
graduated with a degree in Electronic Engineering from the Institute of Engineering Sciences of Montpellier (ISIM)in 1997 and earned a master’s degree in Management Technology & Innovation from Grenoble Ecole ofManagement in 2011.
Stefano Cantù
Stefano Cantù is Executive Vice President, Smart Power Solutions Sub-Group within STMicroelectronics’
Automotive and Discrete Group (ADG) and has held this position since September 2020. He has also been
Automotive Business Deputy across all ADG organizations since April 2019. After experiences at Italtel and the
Italian Ministry of Defense, Cantù joined the Planning organization of STMicroelectronics’ Dedicated ProductGroup in 1994. Five years later, he was appointed Central Planning Manager for the Telecom, Peripheral, andAutomotive Group. In 2003-2004, Cantù managed production control at ST’s manufacturing sites in Phoenix andCarrollton in Texas, US and in 2005, he moved to Planning Director at ST’s Automotive Product Group. Cantù waspromoted to Automotive Product Group Vice President responsible for Supply Chain in 2009 with Group Operations
added to his mandate in 2012, before becoming Supply Chain General Manager in 2016. Stefano Cantù was born in
Milan, Italy, in 1968, and he graduated with a degree in Electronic Engineering from the Polytechnic of Milan.
Henry CaoHenry Cao is Executive Vice President, Sales & Marketing for STMicroelectronics’ China Region and has
held this position since January 2022. Cao began his career as Account Manager at Siemens Communications Groupin 1995 in charge of the communication-infrastructure business. In the following years, he moved among roles as
Business Development Manager and Sales Director in various Siemens BUs and corporate functions in Munich,Beijing, and Shanghai. In 2006, Cao joined Dell Technologies as a Director, managing enterprise solutions covering
server, storage, networking, and related software & service businesses. In 2014, he was appointed Vice President incharge of the data-center solutions business for Dell Technologies in Greater China and was promoted to Senior Vice
President in 2018. Cao joined ST in June 2020 as Corporate Vice President to manage the Company’s sales in China.
Henry Cao was born in Shanghai, China, in 1973. He graduated from Shanghai University of Engineering & Science
with a degree in Mechanical & Electrical Engineering and holds an MBA degree from Washington University in St.
Louis.

99

Alessandro Cremonesi
Alessandro Cremonesi is STMicroelectronics’ Executive Vice President, Chief Innovation Officer andGeneral Manager of STMicroelectronics’ System Research and Applications (SRA) Group. He has managed the
SRA group since 2013 and added the Innovation Office to his mandate in early 2020. Cremonesi’s responsibilities
span from global innovation coordination to corporate advanced R&D to system-solutions support for ST customers.
Cremonesi joined STMicroelectronics in 1984. He has served in managerial roles with both Strategic Marketing and
R&D responsibilities across domains from telecommunications to audio/video digital-signal processing andmultimedia applications. He has been a key contributor to ST’s extensive efforts and strategy in IoT and Artificial
Intelligence and, more recently, has led the creation of strategic initiatives to increase ST’s innovation capability.
Cremonesi was part of an expert group defining the strategy for Artificial Intelligence for the Italian Ministry of
Economic Development. He has authored several technical papers and patents and is a member of the Scientific
Advisory Board at IMEC. Born in Sant’Angelo Lodigiano, Italy in 1958, Alessandro Cremonesi graduated with amaster's degree in Electronics Engineering from University of Pavia in 1984.
Alberto Della Chiesa
Alberto Della Chiesa is STMicroelectronics’ Executive Vice President in charge of Supply Chain and has held
this role since May 2012. Della Chiesa joined STMicroelectronics as a New Product Planning Engineer in 1988. He
was in charge of new product introductions in the Automotive and Hard Disk Drive market and pioneered a number
of ST’s successful collaborative programs with major key customers. In his tenure at STMicroelectronics, Della
Chiesa has covered different positions in both Planning and Operations. In 2005, he was appointed Director,
Planning & Service for the Computer Peripherals Group, where he actively contributed to the creation of ST’s first
operations and planning structure in Singapore. Over time, Della Chiesa rose to become Group Vice President ofSupply Chain, followed by the nomination of General Manager and consequently Head of Operations and Supply
Chain for ST’s Computers and Communications Infrastructure Product Group. Alberto Della Chiesa was born in
Varese, Italy, in 1964, and holds a bachelor's degree in Statistics from the Catholic University of Milan, with a
specialization in the manufacturing processes. He is also CPIM certified with the American Production andInventory Control Society (APICS) in Paris, France.
Ricardo De Sa Earp
Ricardo De Sa Earp is STMicroelectronics’ Executive Vice President, General-Purpose Microcontroller SubGroup Vice President and has held this position since January 2022. De Sa Earp started his career with Philips
Consumer Electronics in Sao Paulo, Brazil, working in TV design. In 1993, he moved to the Electronics Division of
Valeo, where he held positions in marketing and project management. De Sa Earp joined ST in 1997 as Strategic
Marketing Manager in the ASD&IPAD Division at ST Tours (France). In 2003, he was promoted to the position of
ASD&IPAD Division General Manager and successfully led the Division for 15 years. In 2018, De Sa Earp was
appointed Group Vice President and General Manager of the Microcontrollers Division within ST’s Microcontrollers
and Digital ICs Group. Ricardo De Sa Earp was born in Petropolis, Brazil, in 1963. He graduated in Electronic
Engineering from the Instituto Tecnologico de Aeronautica Sao Jose dos Campos, Brazil, and completed his master’s
degree in Electronic Engineering at the Technical University of Eindhoven, Holland. De Sa Earp also holds an MBAfrom INSEAD in France.
Franck FreymondFranck Freymond is STMicroelectronics’ Executive Vice President, Chief Audit & Risk Executive, and has
held this role since March 2019. Freymond started his career with Credit Suisse Group in 1992 as credit analyst/
assistant account manager and then became manager in charge of financing solutions for specific segments of Swiss
Corporates. In 2000, he joined EY (Ernst & Young) in Switzerland as manager in the Risk Advisory service line andwas promoted Regional Leader and member of the service line leadership team in 2004. In those roles, Freymondadvised multi-national companies globally in a wide cross-section of industries in governance, risk management,internal control, and internal audit matters. In 2010, he joined STMicroelectronics as Group Vice President, Chief
Audit Executive in charge of the Corporate Audit function. Freymond’s scope of responsibilities was subsequently
extended to Enterprise Risk Management and Resilience Management, including business continuity and crisis
management. Freymond served as Chairman of STMicroelectronics’ Corporate Ethics Committee from 2012 to2018. Franck Freymond was born in Morges near Lausanne, Switzerland in 1968. He holds a Master of Science in100

Management from HEC Lausanne (Switzerland) and various professional certifications in internal audit and risk
management assurance.
Fabrice Gomez
Fabrice Gomez is Executive Vice President, Head of ST’s Back-End Manufacturing & Technology
organization. He has held this position since July 2023. Gomez started his career as a project manager at Solectron in
1992. He worked as General Manager and Sales Director for European PCB manufacturer Ruwel from 2001 to 2005,
when he joined global EMS provider Flextronics, earning promotions to become Head of Operations in Bordeaux,France, in 2007. After two years with another EMS heavyweight Celestica, Gomez served as Managing Director forFirst Solar, a leading manufacturer of photovoltaic solar modules and systems in Vietnam. In 2012, he joined ST as
General Manager of the back-end fab in Bouskoura, Morocco, one of the Company’s key manufacturing sites withhigh-volume production for Automotive, Industrial, and Consumer markets. Fabrice Gomez was born in Bordeaux,France, in 1968. He holds an engineering degree in microelectronics from the Ecole Nationale Supérieur
d’Electronique et Radio in Bordeaux and a CPIM (Certified in Production and Inventory Management) certificationfrom the Association for Supply Chain Management.
Frédérique Le Grevès
Frédérique Le Grevès is STMicroelectronics’ Executive Vice President, Europe and France Public Affairs.
She has also held the position of President of STMicroelectronics France since March 2021. In 1990, Le Grevès
started her career in marketing and communication for various international companies in Europe and in the US.
From 1995 to 2003, she worked at Aptiv (ex-Delphi Automotive) as EMEA Communication Director. In 2003, Le
Grevès joined Nissan Motors as VP Communication for Europe and in 2004, she moved to Los Angeles as VP
Communications for Nissan Americas. Le Grevès returned to France in 2008 and joined the Renault Group as Global
VP for Corporate Communication. Two years later, she expanded her role to Global VP of Communications and
Deputy to the Chief Marketing and Communication officer. In 2011, Le Grevès was appointed Chief of Staff for the
Renault Nissan Mitsubishi Alliance Chairman and CEO. More recently, she worked as senior advisor for several
companies helping on corporate effectiveness, operations efficiency, and brand reputation. In April 2022, Le Grevès
was appointed President of the “Electronic Industry” sector strategic committee in France and Vice President of theEuropean Semiconductor Industry (ESIA) in December 2023. She is also an independent board member of theSupervisory Board of TRIGO Holding since May 2021 and sits on the Strategic Board of Clinatec since October
2021. Frédérique Le Grevès was promoted Knight of the Legion of Honor by the French Ministry of Economy and
Finance in January 2023. Born in Suresnes, France, in 1967, Frédérique Le Grevès graduated with a master’s degree
in business management from the Paris School of Business (1991) and graduated from the Senior Executive Programat the London Business School (2019).
Claudia Levo
Claudia Levo is Executive Vice President at STMicroelectronics with responsibility, since June 2018, forintegrated Marketing & Communications strategies and plans. Her responsibilities encompass corporate
communications, including PR, media and industry analyst relations, marketing communications and digitalmarketing. Levo began her career in 1993, with Marconi, a global telecommunications company, where she had
responsibility for a number of management roles within the Communication function, including marketing
communications and internal and external communications across wide geographies. In 2005, Levo managed thecommunication activities related to the integration of Marconi with Ericsson, and was subsequently appointed Vice
President for Communications at the newly formed Ericsson Multimedia Business Unit. In 2008, Levo was
appointed Vice President Communications at Italtel. In early 2009 she joined ST-Ericsson, the wireless joint venture
between STMicroelectronics and Ericsson, as Senior Vice President and head of Global Communications. In thiscapacity, she has successfully built the Global Communication function covering marketing and portfolio
communication, public and media relations, investor relations and internal communication. Claudia Levo was bornin Genoa, Italy, in 1965, and holds a language school diploma (Liceo Linguistico) in English and Russian.
Matteo Lo Presti
Matteo Lo Presti is Executive Vice President, General Manager of the Analog sub-group within ST’s Analog,
MEMS and Sensors Group, and has held this position since January 2016. Lo Presti joined the Advanced ResearchGroup of SGS-Thomson Microelectronics (now STMicroelectronics) in 1994 and was appointed Head of Fuzzy
Logic R&D four years later. From 2002 to 2004, Lo Presti led the marketing and application labs for the Industrial

101and Automotive market segments in ST’s Emerging Markets. He gained responsibility for the Company’s Systems
Lab in 2004 and the Subsystem Product Group and Technical Marketing for the Industrial & Multisegment Sector
were added to his mandate in 2008 and 2009, respectively. In 2012, Lo Presti was promoted to Group Vice
President, General Manager, Industrial and Power Conversion Division. From 1996 to 2004, Lo Presti served as avisiting professor at the University of Messina (Italy) and the University of Catania (Italy). He has authored morethan 40 international publications and holds several industrial patents. Matteo Lo Presti was born in Misterbianco,
Italy, in 1965, and graduated with a degree in Electronic Engineering from the University of Catania.
Laurent Malier
Laurent Malier is Executive Vice President of STMicroelectronics, Digital Front-End Manufacturing andTechnology, and has held this position since January 2022. He manages ST’s manufacturing operations in Crolles
and Rousset, as well as Technology R&D and Design Enablement for the Company’s Digital, Optical Sensing
Solutions, RF, Non-Volatile Memory, and Smart Power technologies. After several years of research in chemical
physics, Malier worked at the French Ministry of Defence from 1995 to 2000. He then joined Alcatel Optronics, firstto lead new-product development and later managed semiconductor activities. Malier was appointed Front-End R&D
and Manufacturing Director for Avanex Group that merged Alcatel’s and Corning’s opto-electronics operations in
2003. In 2005, he joined the French technology research center CEA-LETI as deputy director, Strategy andPrograms, and became Chief Executive Officer of LETI in 2006. In 2015, Malier joined ST to drive the Company’s
Digital Technology R&D. He was promoted to Group VP, RF & Communication sub-group in 2020. Malier was
elected as Member of the French “Académie des Technologies” in 2019. He has authored 29 publications in physics
and solid-state chemistry. Laurent Malier was born in Paris, France, in 1967. He graduated from the Ecole
Polytechnique and has a PhD in Physics from Paris-Saclay University.
Edoardo Merli
Edoardo Merli is STMicroelectronics’ Executive Vice President, Power Transistor Sub-Group Vice President
and has held this position since January 2022. Merli joined STMicroelectronics in 1998 as Head of System
Architecture in the Telecom Wireline Division. In 2002, he formed and led ST’s WLAN Business Unit. Merli was
appointed Director of the Automotive Product Group in 2007, where he took responsibility for the RF CompetenceCenter & Connectivity Business Unit and subsequently for the Car Radio Business Unit. In 2012, Merli waspromoted to Marketing & Application Director for ST’s Automotive and Discrete Group in Greater China and South
Asia. In 2016, his responsibilities were extended to include the Company’s automotive activities in Korea. In 2017,
Merli was promoted to Power Transistor Macro-Division General Manager and Group Vice President of ST’s
Automotive and Discrete Group. Merli has filed several patents on ADSL, multi-service routers, switches, andthroughput management, and authored numerous publications in the areas of Telecommunications, Automotive, andConnectivity. Edoardo Merli was born in Parma, Italy, in 1962, and graduated with a degree in Electronic
Engineering from University of Bologna in 1989.
Hiroshi Noguchi
Hiroshi Noguchi is Executive Vice President, Sales & Marketing for STMicroelectronics’ Asia Pacific Region
excluding China (APeC) and has held this position since January 1, 2022. Noguchi started his career as an optics
engineer in Bell Labs at Lucent Technologies in 1999. He joined ST Japan in 2007 as a Motion MEMS marketing
engineer. In 2011, Noguchi was promoted to Senior Marketing Manager for ST’s Advanced Analog group. Since
2015, he has served as Director of Analog, MEMS & Sensor group in Japan contributing to significant businessgrowth and strengthening ST’s market leadership in Japan. In 2017, Noguchi was appointed Country Manager for
ST Japan. Hiroshi Noguchi was born in Nagasaki, Japan, in 1975. He graduated from Northwestern University witha Bachelor of Science degree in Electrical Engineering and from Stanford University with a Master of Science
degree in Electrical Engineering.
Giuseppe Notarnicola
Giuseppe Notarnicola is STMicroelectronics’ Executive Vice President responsible for managing Corporate
Treasury, a position he has held since January 2006. His responsibilities were expanded in 2013 to include Insurance
and in 2018 to include M&A, IP Business Unit and Public Affairs for Italy. Notarnicola started his career with Banca
Nazionale del Lavoro (BNL), one of Italy’s largest banks, in 1987. At BNL, he managed financial operations in
Singapore, the Financial Department of the London branch, the global Head Office, financial advisory arm for102

corporate and institutional customers, and in 2004, was promoted Head of Large Corporate clients. Notarnicola
joined ST in 2006, when he initiated the Company’s relationship with the European Investment Bank and managed
the financing aspects of ST’s Flash memory business spin-out, as well as all the Company’s strategic funding in thecapital markets. Notarnicola is President of ST Italy and a board member of several other ST affiliates. In 2021, he
was appointed Vice President for Economic Research Department and FDI Attraction at Assolombarda, an industrialorganization that associates nearly 7,000 companies in the Lombardy Region of Italy. Giuseppe Notarnicola wasborn in Codroipo near Udine, Italy, in 1961. He graduated cum laude in Business Administration from the LUISS
Guido Carli University in Rome, Italy.
Rino Peruzzi
Rino Peruzzi is Executive Vice President, Sales & Marketing, Americas and Global Key AccountOrganization, and has held this combined position since August 2022. Peruzzi began his career in Electronics at
Micom Communications Systems in 1984, moved to Macom, Inc in 1989, and into the storage sector in 1990, with
StorageTek, Maxtor, and Seagate Technology. In 1998 he joined ST as an account executive in the Storage Business
Unit, where he earned Samsung Electronics’ Presidential Award. Peruzzi was promoted to Key Account Manager in2000 and Director of Sales for Worldwide Storage Business in 2003. He was promoted to VP Worldwide Storage
Sales (2008) and VP Sales for the Consumer Business Unit (2011), before being appointed VP Global Key Accounts(GKAs) in 2012. Here, he assembled a global organization and grew a key account’s revenue to become ST’s
biggest. In 2014 Peruzzi’s perimeter expanded to include both GKA and EMS (Electronics Manufacturing Services).
In 2018 Peruzzi was promoted to the Chief Executive Officer’s staff as Group VP of GKAs and became Executive
VP GKAs Sales and Marketing Regions in 2021. Rino Peruzzi was born in Buffalo, New York (USA), in 1965. He
is currently pursuing his MBA from York St John University.
Chouaib Rokbi
Chouaib Rokbi is Executive Vice President, Digital Transformation and Information Technology at
STMicroelectronics and has held this position since January 2022. His mandate was expanded in early 2023 toinclude Corporate Development, encompassing the Company’s business planning, M&A opportunities, corporate
partnerships, and strategic alliances. Rokbi started his career in Tamrock, Sandvik’s hard-rock mining division, in
1995 as the design manager for small-size mining rigs, where he successfully led the redesign to reduce the cost of
the equipment line. After earning his MBA in 2000, he joined STMicroelectronics as the industrial controller for theRousset plant in France. Four years later, Rokbi’s controlling responsibilities were expanded to cover all of ST’s
front-end manufacturing operations. Between 2007 and 2018, he held senior positions in financial control, efficiency
improvement programs, and corporate strategic initiatives. In 2018, Rokbi was appointed Chief Transformation
Officer with the mission to rebuild the Company’s main operational processes, including Supply Chain, Product
Lifecycle Management, and Manufacturing Analytics, leveraging state-of-the-art digital technologies. Chouaib
Rokbi was born in Lyon, France in 1971, and holds a degree in mechanical engineering from INSA Lyon and an
MBA from Emlyon Business School in Lyon.
Bertrand Stoltz
Bertrand Stoltz is STMicroelectronics’ Executive Vice President in charge of Finance, Global Shared Services
and Systems, as well as ST’s Asia Public Affairs, and has held both roles since April 2022. He also sits on ST’s
Corporate Ethics Committee. Stoltz started his career at Finance of SGS-Thomson (now ST) in Tours, France, in
1994. From 1999 to 2002, he worked at the Company’s headquarters in Corporate Strategic Planning and Corporate
Internal Audit. In 2002, Stoltz moved to Singapore to lead ST’s Asia Internal Audit team and became Head ofFinance at ST Singapore in 2005. Stoltz was subsequently promoted to Group Vice President, expanding his
mandate to cover Asia, Americas, France, Italy, and most recently all local financial reporting and regional business
control worldwide. Managing Director for ST’s Singapore entities and a Board Member at several other ST
affiliates, Stoltz also serves as Advisor to the French Government on Foreign Trade in Singapore. Bertrand Stoltz
was born in Moulins, France, in 1970. He holds an honour’s degree with a major in finance from the Institute of
Political Studies in Lyon. He also graduated with a degree from the University Business School in Tours, and theInternational Executive Program of INSEAD.

103

Geoff West
Geoff West is ST’s Executive Vice President, Chief Procurement Officer, and has been responsible for theCompany’s Global Procurement Organization since 2016. West started his career as a fab accountant working for
Plessey Semiconductors for seven years before joining SGS-THOMSON (now ST) as a Business Unit Controller in
Bristol, UK, in 1993. Following controller roles of increasing responsibility in the US and France, he was appointedGroup VP Manufacturing and Technology, Financial Control based in Rousset, France. In 2011, West was promoted
to Vice President Finance and CFO for ST’s America Region, with European responsibility added in 2013. In thatyear, he was appointed General Manager Wafer Foundry Organization, managing the procurement of external
manufacturing services including engineering, quality, and the supply chain. In 2016, West became Head of Global
Sourcing, responsible for the development and implementation of ST’s corporate sourcing strategies. Geoff Westwas born in Warwick, England, in 1963. He holds a BA degree in Business Studies from the University of Plymouth,
UK and is a Fellow of the Chartered Institute of Management Accountants.
Nicolas Yackowlew
Nicolas Yackowlew is Executive Vice President, Product Quality & Reliability at STMicroelectronics and has
held this position since August 2018. Yackowlew began his career in 1996 as Product Quality Engineer at ST. He
has successfully driven Quality and Reliability departments for many years at both the Division and Group levels.
Yackowlew was promoted Division Quality & Reliability Manager in 2006 leading quality for Serial Non Volatile
Memory. Three years later, he was appointed Quality & Reliability Director in charge of the Quality for Memory,
Microcontrollers and Secured Microcontrollers. In 2016, Yackowlew took the responsibility of Quality & Reliability
for the Microcontroller and Digital ICs Group (MDG). Nicolas Yackowlew was born in Mulhouse (France) in 1969and graduated with a degree in Chemistry from the University of Nice Sophia Antipolis, France.
iv. Senior Management compensationa.

Guiding principles of Senior Management compensation

The Managing Board determines the remuneration structure of the Senior Management based on, amongst
others, the same key principles that the Supervisory Board considers when determining the remuneration structure of
the Managing Board. These key principles are described above in “section B.ii.a Guiding principles of Managing
Board compensation”.
In accordance with the key principles, the total remuneration of the Senior Management takes into
consideration factors such as the size and complexity of the Company, our global presence and that of our customers,
the pace of change in our industry, the Company’s value proposition, strategy and goal of long-term value creation,and the need to recruit and retain key personnel.
b.

Senior Management remuneration structure

The Managing Board determines the remuneration structure and remuneration amounts for our Senior
Management based on the analysis of the theoretical maximum total direct remuneration (i.e., sum of base salary,maximum short-term incentive, and maximum long-term incentive).
The remuneration package of the Senior Management is comprised of the following:•

Base salary; and•Variable components, linked to performance:o

A short-term incentive which is fully paid in cash.

oA long-term incentive through the grant of stock awards, that are included in the long-term
incentive plan approved at the AGM.

The sum of these three elements represents the maximum total direct remuneration for the Senior
Management.

104Base salary
The purpose of the base salary is to provide a fixed level of earnings and to attract and retain talent. It is a key
component of overall remuneration, particularly as the short-term incentive is expressed as a percentage of basesalary.
Short-term incentive
The short-term incentive based on the corporate executive incentive program (“EIP”), entitles selected
executives, including the members of Senior Management, to an annual short-term incentive. This short-term
incentive is based upon the assessment of the achievement of individual, organizational and Company objectives thatare set on an annual basis and focused on, inter alia, return on net assets, customer service, profit, cash flow andmarket share. The maximum amount awarded under the short-term incentive is based upon a percentage of theexecutive’s salary and the overall achievement of the relevant objectives on an annual basis.
The 2023 short-term incentive includes a sustainability/corporate social responsibility index for Senior
Management, as part of our efforts to include corporate social responsibility into the performance framework of ourSenior Management. For Executive Committee members and Executive Vice Presidents, the weight of thesustainability/corporate social responsibility index ranges between 5% and 10%. The sustainability/corporate social
responsibility index is divided into four criteria related to health and safety, environment, diversity & inclusion, andpeople engagement.
For the 2023 short-term incentive, the sustainability/corporate social responsibility index was comprised of
the following KPIs:•

Health & safety: measured against, amongst others, the employee safety performance•

Environment/climate: measured against, amongst others, direct emissions (kCO2 equivalent)•Diversity & inclusion: measured against, amongst others, gender ratio among management levels•

People management: measured against, amongst others, the employee survey (engagement index)

The weight of the sustainability/corporate social responsibility index is designed to remain stable over time,
however the individual sub-components used to form the sustainability/corporate social responsibility index may
evolve in the future to address sustainability priorities facing the Company and society.
Long-term incentive
The purpose of the long-term incentive, through the grant of stock awards, is to motivate the Senior
Management to deliver sustainable long-term shareholder value through long-term profitability and share pricegrowth.
In accordance with the current long-term incentive plan, the vesting of unvested stock awards in respect of:(i)the Executive Committee, is subject to the achievement of performance conditions and calculated overa three-year performance period. Grants of unvested stock awards made in 2023 and 2024 will fullyvest, subject to performance conditions, in 2026 and 2027 respectively, provided also that the eligible
employee is still an employee of the Company at such time; and(ii)

the Executive Vice Presidents, is subject to the achievement of performance conditions and will vest
over a three-year horizon from the date of the grant, with 32% vesting after one year, a further 32%
after two years and the remaining 36% after three years, provided also that the eligible employee is
still an employee of the Company at such time.

The Supervisory Board determines whether the performance criteria are met and concludes whether and towhich extent all eligible employees are entitled to any stock awards under the long-term incentive plan.
From 2021, a new sustainability/corporate social responsibility index has been introduced among theperformance conditions for the long-term incentive.

105

For the 2023 long-term incentive, the sustainability/corporate social responsibility index was comprised of thefollowing KPIs:•

Environment/climate: measured against, amongst others, the direct emissions (kCO2 equivalent)•Diversity & inclusion: measured against, amongst others, gender ratio among management levels•

ESG investor index: measured against, amongst others, the Dow Jones sustainability indices•

Carbon rating agency: measured against, amongst others, the CDP carbon rating

The weight of the sustainability/corporate social responsibility index is designed to remain stable for future
grants, however the individual sub-components used to form the sustainability/corporate social responsibility index
may evolve in the future to address sustainability priorities facing the Company and society.
Pension plan, life and medical insurance
Our Supervisory Board has approved the establishment of a complementary pension plan for certain key
executives as selected by the sole member of the Managing Board, our President and Chief Executive Officer,
according to the general criteria of eligibility and service as determined by the Supervisory Board upon the proposalof its Compensation Committee. With respect to such complementary pension plan, we have set up an independent
foundation under Swiss law which manages the plan and to which we make contributions. Pursuant to this plan, in
2023, we made a contribution of approximately $0.5 million to the plan of the sole member of the Managing Board,
our President and Chief Executive Officer, and of $1.05 million to the plan for all beneficiaries other than the solemember of the Managing Board, our President and Chief Executive Officer. The amount of pension plan payments
made for other beneficiaries, such as former employees retired in 2023 and/or no longer salaried in 2023, was $1.1
million.
The members of our Senior Management, including the sole member of the Managing Board, our President
and Chief Executive Officer, were covered in 2023 under certain group life and medical insurance programs
provided by us. The aggregate additional amount set aside by us in 2023 to provide pension, retirement or similar
benefits to our Senior Management, including the sole member of the Managing Board, our President and Chief
Executive Officer, including the amounts allocated to the complementary pension plan described above, is estimatedto have been approximately $8.3 million, which includes statutory employer contributions for state run retirement,
similar benefit programs and other miscellaneous allowances.
The structure of our remuneration for our (i) Managing Board, President and Chief Executive Officer, (ii)Senior Management, and (iii) certain other groups of senior employees is aligned and consists of a base salary, shortterm incentive and long-term incentive, under specified conditions. The standard benefits for the aforementioned
groups are also aligned.
c.

Compensation paid to the Senior Management in 2023, 2022 and 2021

Base salaryOver the last three years the base salary paid to the Senior Management (including the sole member of theManaging Board, our President and Chief Executive Officer) is:2023(1)

Senior Management base salary$19,225,0242022(2)2021(3)$20,848,371$14,665,462___________________(1)
Including the amounts paid in 2023 to our former President, Technology, Manufacturing, Quality and Supply Chain, Orio Bellezza; former
Executive Vice President Front-End Manufacturing, Analog and Power, Michael Hummel and former Executive Vice President, MEMS
Sub-Group Analog, MEMS and Sensors Group, Andrea Onetti. During 2023, our Senior Management consisted of 34 members(2)
Including amounts paid in 2022 to our former Executive Vice President, Digital & Smart Power Technology and Digital Front-End
Manufacturing, Joel Hartmann, and former Executive Vice President, General Manager, Sales & Marketing, Americas Region, Paul Cihak.
During 2022, our Senior Management consisted of 33 members.
(3)
Including amounts paid in 2021 to our former President, Analog, MEMS and Sensors Group, Benedetto Vigna and former Executive Vice
President Europe and France Public Affairs, Thierry Tingaud. During 2021, our Senior Management consisted of 24 members.

106

Short-term incentive
The amounts paid in 2023 to our Senior Management (including the sole member of the Managing Board, our
President and Chief Executive Officer) pursuant to the short-term incentive represented approximately 18.07% of thetotal compensation paid to our Senior Management and are further detailed below:

Short-term incentive (cash) amount
Ratio short-term incentive / (basesalary + Short-term incentive)

Bonus paidin 2023 (2022
performance) (1)Bonus paidin 2022 (2021
performance)(2)Bonus paidin 2021 (2020
performance)(3)$ 19,654,870$ 17,557,713$ 11,476,929

50.55 %

45.72 %

47.43 %______________(1) Including amounts paid in 2023 to our former President, Technology, Manufacturing, Quality and Supply Chain, Orio Bellezza; former
Executive Vice President Front-End Manufacturing, Analog and Power, Michael Hummel and former Executive Vice President, MEMS
Sub-Group Analog, MEMS and Sensors Group, Andrea Onetti.
(2) Including amounts paid in 2022 to our former Executive Vice President, Digital & Smart Power Technology and Digital Front-End
Manufacturing, Joel Hartmann, and former Executive Vice President, General Manager, Sales & Marketing, Americas Region, Paul Cihak.
(3) Including amounts paid in 2021 to our former President, Analog, MEMS and Sensors Group, Benedetto Vigna and former Executive Vice
President Europe and France Public Affairs, Thierry Tingaud.

Long-term incentive
The second part of the variable component is the long-term incentive which links the long-term interests of
the Senior Management with the shareholders’ and investors’ interests.
The amounts paid in 2023 to our Senior Management (including the sole member of the Managing Board, our
President and Chief Executive Officer) pursuant to the long-term incentive represented approximately 45.97% of thetotal compensation paid to our Senior Management and are further detailed below:

Long-term incentives
paid in 2023 (1)Long-term incentive amount
Ratio long-term incentive / basesalaryRatio long-term incentive /(short-term incentive + longterm incentive)$

Long-term incentives
paid in 2022(2)Long-term incentives
paid in 2021(3)50,010,449 $

41,000,100 $43,042,934

260.13%196.66%293.50%71.79%

70.02%

78.95%_____________(1)
Including amounts paid in 2023 to our former President, Technology, Manufacturing, Quality and Supply Chain, Orio Bellezza; former
Executive Vice President Front-End Manufacturing, Analog and Power, Michael Hummel and former Executive Vice President, MEMS
Sub-Group Analog, MEMS and Sensors Group, Andrea Onetti(2)
Including amounts paid in 2022 to our former Executive Vice President, Digital & Smart Power Technology and Digital Front-End
Manufacturing, Joel Hartmann, and former Executive Vice President, General Manager, Sales & Marketing, Americas Region, Paul Cihak.
(3)
Including amounts paid in 2021 to our former President, Analog, MEMS and Sensors Group, Benedetto Vigna and former Executive Vice
President Europe and France Public Affairs, Thierry Tingaud.

Total Compensation
The following table sets forth the total amount paid as compensation in 2023, 2022 and 2021 to our Senior
Management (including the sole member of the Managing Board, our President and Chief Executive Officer) as ofDecember 31 of each year, before applicable withholding taxes and social contributions:107

Other components(1)Variable components
BasesalaryYear

Shortterm
Incentives

Long-term
Incentives

Benefits

Socialsecurity
contributions

Pensions

Termination
benefits

Total

Fixed/
Variable
remuneration2023(2)$19,225,024 $19,654,870$50,010,449$1,659,639$10,555,981$1,474,372$6,203,607$108,783,942

32% fixed /68% variable2022(3)$20,848,371 $17,557,713$41,000,100$1,706,799$10,468,677$1,498,828$2,284,907$95,365,395

39% fixed/
61% variable2021(4)$14,665,462 $11,476,929$43,042,934$1,395,509$9,626,193$794,387$3,288,715$84,290,129

35% fixed/
65% variable_______________________

(1)
(2)

There were no miscellaneous allowances in the years 2023, 2022, and 2021.
Including amounts paid in 2023 to our former President, Technology, Manufacturing, Quality and Supply Chain, Orio Bellezza; former
Executive Vice President Front-End Manufacturing, Analog and Power, Michael Hummel and former Executive Vice President, MEMS
Sub-Group Analog, MEMS and Sensors Group, Andrea Onetti.
Including amounts paid in 2022 to our former Executive Vice President, Digital & Smart Power Technology and Digital Front-End
Manufacturing, Joel Hartmann, and former Executive Vice President, General Manager, Sales & Marketing, Americas Region, Paul Cihak.
Including amounts paid in 2021 to our former President, Analog, MEMS and Sensors Group, Benedetto Vigna and former Executive Vice
President Europe and France Public Affairs, Thierry Tingaud.

(3)
(4)

We did not extend any loans or overdrafts to the sole member of the Managing Board, our President and Chief
Executive Officer, nor to any other member of our Senior Management. Furthermore, we have not guaranteed any
debts or concluded any leases with the sole member of the Managing Board, our President and Chief Executive
Officer, nor with any other member of our Senior Management or their families.
As discussed above, Senior Management (and the compensation related hereto in this Item 6(C)(iv)(c)) refers
to:•The sole member of the Managing Board, our President and Chief Executive Officer;•

The members of the Executive Committee (including the sole member of the Managing Board, our
President and Chief Executive Officer) of the Company; and•The Executive Vice Presidents of the Company.

We also include below, for comparative purposes, (I.) compensation paid to the Executive Committee(excluding the sole member of the Managing Board, our President and Chief Executive Officer) in financial years
2023, 2022 and 2021, and (II.) compensation paid to the Executive Vice Presidents in financial years 2023, 2022 and
2021.
I.

Compensation paid to the Executive Committee (excluding the sole member of the Managing Board, our
President and Chief Executive Officer)
Base salary

The base salary paid to the Executive Committee (excluding the sole member of the Managing Board, our
President and Chief Executive Officer) in financial years 2023, 2022 and 2021 is:

Executive Committee base salary2023(1)2022

2021(2)$ 6,782,818$ 7,001,152$ 6,310,664_____________(1)
Including amounts paid in 2023 to our former President, Technology, Manufacturing, Quality and Supply Chain, Orio Bellezza(2)
Including amounts paid in 2021 to our former President, Analog, MEMS and Sensors Group, Benedetto Vigna.

Short-term incentive
The amounts paid in financial years 2023, 2022 and 2021 to the Executive Committee (excluding the solemember of the Managing Board, our President and Chief Executive Officer) pursuant to the short-term incentive arefurther detailed below:

108Bonus paidin 2023 (2022
performance)(1)
Short-term incentive(cash) amount$8,553,348
Ratio short-term
incentive / (base salary+ Short-term
incentive)
56%

Bonus paidin 2022 (2021
performance)

Bonus paidin 2021 (2020
performance)(2)$6,647,780$5,063,522

49%

45%

_______________(1) Including amounts paid in 2023 to our former President, Technology, Manufacturing, Quality and Supply Chain, Orio Bellezza.
(2) Including amounts paid in 2021 to our former President, Analog, MEMS and Sensors Group, Benedetto Vigna.

Long-term incentive
The amounts paid in financial years 2023, 2022 and 2021 to the Executive Committee (excluding the solemember of the Managing Board, our President and Chief Executive Officer) pursuant to the long-term incentive arefurther detailed below:
Long-term incentives
paid in 2023(1)Long-term incentive amount$21,024,493
Ratio long-term incentive / basesalary310%
Ratio long-term incentive /(short-term incentive + long-term
incentive)
71%

Long-term incentives
paid in 2022

Long-term incentives
paid in 2021(2)$15,336,113$18,947,917

219%

300%

70%

79%

___________(1)(2)

Including amounts paid in 2023 to our former President, Technology, Manufacturing, Quality and Supply Chain, Orio Bellezza.
Including amounts paid in 2021 to our former President, Analog, MEMS and Sensors Group, Benedetto Vigna.

Total Compensation
The following table sets forth the total amount paid as compensation in financial years 2023, 2022 and 2021,
to the Executive Committee (excluding the sole member of the Managing Board, our President and Chief Executive
Officer) as of December 31, before applicable withholding taxes and social contributions:(1)

Variable components

Other components

Year

Base
salaryShort-term
Incentives

Long-term
Incentives

Benefits

Pensions

Termination
benefits$879,991

Socialsecurity
contributions$3,612,613

2023(2)$6,782,818$8,553,348$21,024,493

2022$7,001,152$6,647,780

2021(3)$6,310,664$5,063,522

Total

Fixed/
Variable
remuneration$44,530,393 34% fixed/
66% variable$1,038,655$2,638,475$15,336,113$958,896$2,723,709$1,046,598$283,494$33,997,741

35% fixed/
65% variable$18,947,917$884,063$3,219,179$330,770$293,822$35,049,937

31% fixed/
69% variable___________
(1)
(2)
(3)

There were no miscellaneous allowances in the years 2023, 2022, and 2021.
Including amounts paid in 2023 to our former President, Technology, Manufacturing, Quality and Supply Chain, Orio Bellezza.
Including amounts paid in 2021 to our former President, Analog, MEMS and Sensors Group, Benedetto Vigna.

II.

Compensation paid to the Executive Vice Presidents

109

The base salary paid to the Executive Vice Presidents in financial years 2023, 2022 and 2021 is:

Executive Vice Presidents base salary2023(1)2022(2)2021(3)$11,228,661$12,596,266$7,418,440________________
(1)
(2)
(3)

Including amounts paid in 2023 to our former Executive Vice President Front-End Manufacturing, Analog and Power, Michael Hummeland former Executive Vice President, MEMS Sub-Group Analog, MEMS and Sensors Group, Andrea Onetti.
Including amounts paid in 2022 to our former Executive Vice President, Digital & Smart Power Technology and Digital Front-End
Manufacturing, Joel Hartmann, and former Executive Vice President, General Manager, Sales & Marketing, Americas Region, Paul Cihak.
Including amounts paid in 2021 to Executive Vice President Europe and France Public Affairs, Thierry Tingaud.

Short-term incentive
The amounts paid in financial years 2023, 2022 and 2021 to the Executive Vice Presidents pursuant to theshort-term incentive are further detailed below:
Bonus paidin 2023 (2022
performance)(1)
Short-term incentive(cash) amount$8,282,397
Ratio short-term
incentive / (base salary+ Short-term
incentive)
42%

Bonus paidin 2022 (2021
performance)(2)Bonus paidin 2021 (2020
performance)(3)$8,403,357$4,506,101

40%

38%

_______________
(1)
(2)
(3)

Including amounts paid in 2023 to our former Executive Vice President Front-End Manufacturing, Analog and Power, Michael Hummeland former Executive Vice President, MEMS Sub-Group Analog, MEMS and Sensors Group, Andrea Onetti.
Including amounts paid in 2022 to our former Executive Vice President, Digital & Smart Power Technology and Digital Front-End
Manufacturing, Joel Hartmann, and former Executive Vice President, General Manager, Sales & Marketing, Americas Region, Paul Cihak.
Including amounts paid in 2021 to our former Executive Vice President Europe and France Public Affairs, Thierry Tingaud.

Long-term incentive
The amounts paid in financial years 2023, 2022 and 2021 to the Executive Vice Presidents pursuant to thelong-term incentive are further detailed below:
Long-term incentives
paid in 2023(1)Long-term incentive amount$27,147,593
Ratio long-term incentive / basesalary242%
Ratio long-term incentive /(short-term incentive + long-term
incentive)
77%

Long-term incentives
paid in 2022(2)Long-term incentives
paid in 2021(3)$23,620,775$20,849,377

188%

281%

74%

82%

______________
(1)
(2)
(3)

Including amounts paid in 2023 to our former Executive Vice President Front-End Manufacturing, Analog and Power, Michael Hummeland former Executive Vice President, MEMS Sub-Group Analog, MEMS and Sensors Group, Andrea Onetti.
Including amounts paid in 2022 to our former Executive Vice President, Digital & Smart Power Technology and Digital Front-End
Manufacturing, Joel Hartmann, and former Executive Vice President, General Manager, Sales & Marketing, Americas Region, Paul Cihak.
Including amounts paid in 2021 to our former Executive Vice President Europe and France Public Affairs, Thierry Tingaud.

Total Compensation
The following table sets forth the total amount paid as compensation in financial years 2023, 2022 and 2021,
to the Executive Vice Presidents as of December 31 of each year, before applicable withholding taxes and social

110contributions:(1)

Variable components

Other components

Year

Base salary

Short-term
Incentives

Long-term
Incentives

Benefits

Social security
contributions

Termination
benefits

Total

Fixed/
Variable
remuneration
38% fixed /62% variable2023(2)$11,228,661$8,282,397$27,147,593$661,911$6,066,240$3,565,133$56,951,933

2022(3)$12,596,266$8,403,357$23,620,775$639,879$6,887,522$2,001,414$54,149,213

41% fixed /59% variable2021(4)$7,418,440$4,506,101$20,849,377$409,581$5,502,272$2,994,893$41,680,664

39% fixed /61% variable_____________________(1)
There were no miscellaneous allowances in the years 2023, 2022, and 2021.
(2)
Including amounts paid in 2023 to our former Executive Vice President Front-End Manufacturing, Analog and Power, Michael Hummeland former Executive Vice President, MEMS Sub-Group Analog, MEMS and Sensors Group, Andrea Onetti.
(3)
Including amounts paid in 2022 to our former Executive Vice President, Digital & Smart Power Technology and Digital Front-End
Manufacturing, Joel Hartmann, and former Executive Vice President, General Manager, Sales & Marketing, Americas Region, Paul Cihak.
(4)
Including amounts paid in 2021 to our former Executive Vice President Europe and France Public Affairs, Thierry Tingaud.

d.

Remuneration comparison between the Managing Board, the Executive Committee (excluding the solemember of the Managing Board, our President and Chief Executive Officer), the Executive Vice
Presidents and employees

Set forth in the following table is the annual change over the last three years of (i) the remuneration of the solemember of the Managing Board, our President and Chief Executive Officer, (ii) the remuneration of the Executive
Committee (excluding the sole member of the Managing Board, our President and Chief Executive Officer, (iii) the
remuneration of the Executive Vice Presidents, (iv) the performance of the Company and (v) the average
remuneration of all our indirect employees other than the members of our Senior Management, including the solemember of the Managing Board, our President and Chief Executive Officer. The average is calculated by taking thesum of remuneration costs and dividing by the average number of full-time equivalent indirect employees over theperiod. The table below also shows the pay ratio between our Managing Board, the Executive Committee (excluding
the sole member of the Managing Board, our President and Chief Executive Officer), the Executive Vice Presidents
and our indirect employees.

111

Managing Board remuneration
Total remuneration of the sole member of the Managing Board, our
President and Chief Executive Officer (A) (amounts in millions)
Evolution of the remuneration of the sole member of the Managing
Board, our President and Chief Executive Officer remuneration
Executive Committee (excluding the sole member of theManaging Board, our President and Chief Executive Officer)
remuneration
Average remuneration of the Executive Committee (excluding thesole member of the Managing Board, our President and Chief
Executive Officer) (B) (amounts in millions)
Evolution of average remuneration of the Executive Committee(excluding the sole member of the Managing Board, our President
and Chief Executive Officer)
Ratio A versus B
Executive Vice Presidents remuneration
Average remuneration of the Executive Vice Presidents (C) (amounts
in millions)
Evolution of the average remuneration of the Executive Vice
Presidents
Ratio A versus C
Employee remuneration(1)Average remuneration of all global indirect employees (FTE basis)(D)(2)
Evolution of the average remuneration of all global indirect
employees (FTE basis)(2)Ratio A versus D
Ratio B versus D
Ratio C versus D
Company's performance
Net revenues (amounts in millions)
Evolution of the revenues
Operating income (amounts in millions)
Evolution of the Operating income

2023

2022

2021

$7,302$7,218$7,559

1%

(5)%

32%

$4,948$4,250$4,381

16%

(3)%

23%

1.48

1.70

1.73

$2,373$2,256$2,779

5%

(19)%

34%

3.08

3.2

2.72

$114,100$109,600$111,200

4%

(1)%

13%

64.0
43.4
20.8

65.9
38.8
20.6

68.0
39.4
25.0

$17,286
7%$4,611
4%$16,128
26%$4,43984%$12,76125%$2,41983%________________________

(1)
(2)

Employee remuneration is defined as all remuneration paid to our indirect employees including base salary, variable compensation in both
cash and shares, social premiums, pension, expense allowances and benefits in kind. The average is calculated by taking the sum of
remuneration costs and dividing by the average number of full-time equivalent indirect employees over the period.
Global indirect employees are all employees other than those directly manufacturing our products, excluding Senior Management. “FTE”
refers to full time equivalent.

Share Ownership and Stock Awardsi.

Share Ownership

None of the members of our Supervisory Board, Managing Board or Senior Management holds shares or
options to acquire shares representing more than 1% of our issued share capital.
ii. Overview of Stock Awards and Options
Our stock-based compensation plans are designed to incentivize, attract and retain our executives and key
employees by aligning compensation with our performance and the evolution of our share price. Since 2005, wehave adopted long-term incentive plans based on stock awards for our management as well as key employees.
Furthermore, until 2012, the Compensation Committee (on behalf of the Supervisory Board and with its approval)
granted stock-based awards (the options to acquire common shares in the share capital of the Company) to themembers and professionals of the Supervisory Board. For a description of our stock option plans and unvested shareaward plans, please see Note 18 to our Consolidated Financial Statements, which is incorporated herein by reference.

112

Pursuant to the shareholders’ resolutions adopted by our General Meetings of Shareholders, our Supervisory
Board, upon the proposal of the Managing Board and the recommendation of the Compensation Committee, took thefollowing actions:•approved conditions relating to our 2021 unvested stock award allocation under the 2021 Unvested
Stock Award Plan, including restriction criteria linked to our performance (for selected employees);•

approved conditions relating to our 2022 unvested stock award allocation under the 2021 Unvested
Stock Award Plan, including restriction criteria linked to our performance (for selected employees); and•approved conditions relating to our 2023 unvested stock award allocation under the 2021 Unvested
Stock Award Plan, including restriction criteria linked to our performance (for selected employees).

The sale or purchase of shares of our stock by the members or professionals of our Supervisory Board, thesole member of the Managing Board, our President and Chief Executive Officer, and all our employees are subject toan internal policy which involves, inter alia, certain blackout periods.
Employees
The tables below set forth the breakdown of employees by geographic area and main category of activity forthe past three years.

2023

FranceItaly
Rest of Europe
Americas
Mediterranean (Malta, Morocco, Tunisia, Egypt)
Asia
Total

11,95812,561
1,198
828
5,923
18,85551,3232023

Research and Development
Marketing and Sales
Manufacturing
Administration and General Services
Divisional Functions
Total

9,426
2,671
32,822
3,038
3,366
51,323

At December 31,
2022

11,953
12,037
1,128
789
5,634
19,82951,370At December 31,
2022

9,036
2,573
33,6902,787
3,284
51,3702021

11,312
11,334
1,044
759
4,854
18,951
48,254

2021

8,355
2,379
31,7802,582
3,158
48,254

Our future success will partly depend on our ability to continue to attract, retain and motivate highly qualified
technical, marketing, engineering and management personnel, as well as on our ability to timely adapt the size and/or
profile of our personnel to changing industry needs. Unions are represented at almost all of our manufacturing
facilities and at several of our R&D sites. We use temporarily employees if required during production spikes and, inEurope, during summer vacation. We have not experienced any significant strikes or work stoppages in recent years.
Disclosure of a registrants action to recover erroneously awarded compensation
The Company did not have any restatement of financial statements that required a recovery of erroneously
awarded compensation for the fiscal year ended December 31, 2023, nor up to the date of this Form 20-F.

113

Item 7. Major Shareholders and Related Party Transactions
Major Shareholders
The following table sets forth certain information with respect to the ownership of our issued commonshares as of December 31, 2023 based on information available to us:
Common Shares Owned
Number%Shareholders

STMicroelectronics Holding N.V. (“ST Holding”)(1)

PublicTreasury shares
Total

250,704,754
652,066,327
8,510,839
911,281,920

27.5
71.6
0.9
100.0

_______________(1) According to the report available on Schedule 13G filed with the SEC on February 12, 2024, we understand that as ofDecember 31, 2023 BlackRock, Inc. is the beneficial owner of 76,018,157 of our common shares (representing approximately
8.3% of our issued common shares).

We are not aware of any significant change over the past three years in the percentage ownership of ourshares by ST Holding, our major shareholder. ST Holding does not have any different voting rights from thoseof our other shareholders.
Shareholders Agreement
According to the report on Schedule 13G (“2024 ST Holding 13G”) jointly filed with the SEC on
February 14, 2024, by ST Holding, Bpifrance Participations S.A., a successor to its former wholly-owned
subsidiary FT1CI, (“Bpifrance”), the Italian Ministry of the Economy and Finance (the “MEF” and together
with Bpifrance hereinafter the “STH Shareholders”), Caisse des d'epots et consignations (“CDC”), EPIC
BpiFrance (“EPIC”) and Bpifrance S.A., the Italian Government and the French Government, each indirectly
through the MEF and Bpifrance, respectively, held 13.9% of our share capital as of December 31, 2023. The
ownership percentages of each the MEF and Bpifrance are based on 902,771,081 shares outstanding as ofDecember 31, 2023. Bpifrance is 99.9% owned by Bpifrance S.A., in which CDC and EPIC each hold a 49.2%
participation. Below is a brief summary of certain details from the 2024 ST Holding 13G.
Corporate GovernanceManaging Board and Supervisory Board members can only be appointed by the general meeting ofshareholders upon a proposal by the Supervisory Board. The Supervisory Board passes resolutions, including onsuch a proposal, by at least three quarters of the votes of the members in office. The STH Shareholders
Agreement, to which we are not a party, furthermore provides that: (i) each of the STH Shareholders, Bpifrance,on the one hand, and the MEF, on the other hand, may propose the same number of members for election to theSupervisory Board by our shareholders, and ST Holding shall vote in favor of such members; and (ii) any
decision relating to the voting rights of ST Holding shall require the unanimous approval of the STH
Shareholders. ST Holding may therefore be in a position to effectively control actions that require shareholder
approval, including, as discussed above, the proposal of six out of nine members for election to our Supervisory
Board (three members by each STH Shareholder) and the appointment of our Managing Board, as well as
corporate actions, and the issuance of new shares or other securities. As a result of the STH Shareholders
Agreement, the Chairman of our Supervisory Board is proposed by an STH Shareholder for a three-year term,
and the Vice-Chairman of our Supervisory Board is proposed by the other STH Shareholder for the same period,and vice-versa for the following three-year term. The STH Shareholder proposing the appointment of the
Chairman may furthermore propose the appointment of the Assistant Secretary of our Supervisory Board, andthe STH Shareholder proposing the appointment of Vice-Chairman proposes the appointment of the Secretary of
our Supervisory Board. Finally, each STH Shareholder also proposes the appointment of a financial controller tothe Supervisory Board.

114

Ownership of ST Shares
The STH Shareholders Agreement provides that each STH Shareholder retains the right to cause ST
Holding to dispose of its stake in us at its sole discretion pursuant to the issuance of financial instruments, anequity swap, a structured finance deal or a straight sale; however, except in the case of a public offer, no sales byany party to the STH Shareholders Agreement may be made of any of our shares or any shares of Bpifrance or
ST Holding to any of our top ten competitors or any company controlling such a competitor. The STH
Shareholders Agreement also requires all of the parties to the STH Shareholders Agreement to hold their stakes
in us at all time through the current holding structure of ST Holding, subject to certain limited exceptions, andprecludes all such parties and their affiliates from acquiring any of our common shares other than through ST
Holding.
Change of Control Provision
The STH Shareholders Agreement provides for tag-along rights, pre-emptive rights, and provisions withrespect to a change of control of any of the STH Shareholders or any controlling shareholder of Bpifrance, on
the one hand, and the Italian Ministry of the Economy and Finance, on the other hand. The STH Shareholders
may transfer shares of ST Holding and/or Bpifrance, as applicable, to any of their respective affiliates, which
could include entities ultimately controlled by the Italian Government or the French Government.
Preference Shares
We have an option agreement with an independent foundation, Stichting Continuïteit ST (the“Stichting”), whereby the Stichting can acquire a maximum of 540,000,000 preference shares in the event ofactions which the board of the Stichting determines would be contrary to our interests, our shareholders and ourother stakeholders and which in the event of a creeping acquisition or an unsolicited offer for our commonshares are not supported by our Managing Board and Supervisory Board. If the Stichting exercises its call option
and acquires preference shares, it must pay at least 25% of the par value of such preference shares. The
preference shares may remain outstanding for no longer than two years.
No preference shares have been issued to date. The effect of the preference shares may be to deter
potential acquirers from effecting an unsolicited acquisition resulting in a change of control as well as to create alevel-playing field in the event actions which are considered hostile by our Managing Board and Supervisory
Board, as described above, occur and which the board of the Stichting determines to be contrary to our interestsand our shareholders and other stakeholders. In addition, any issuance of additional capital within the limits of
our authorized share capital, as approved by our shareholders, is subject to approval by our Supervisory Board,
other than pursuant to an exercise of the call option granted to the Stichting.
Related Party Transactions
See Note 27 to our Consolidated Financial Statements, incorporated herein by reference, for transactions
with significant related parties, which also include transactions between us and our equity method investments.
Item 8. Financial Information
Consolidated Statements and Other Financial Information
Please see “Item 18. Financial Statements” for a list of the financial statements filed with this Form 20-F.
Legal Proceedings
For a description of our material pending legal proceedings, please see Note 25 “Commitments,
Contingencies, Claims and Legal Proceedings” to our Consolidated Financial Statements, which is incorporated
herein by reference.
Dividend Policy
Our dividend policy reads as follows: “STMicroelectronics seeks to use its available cash in order todevelop and enhance its position in a competitive semiconductor market while at the same time managing its

115cash resources to reward its shareholders for their investment and trust in STMicroelectronics. Based on its
results, projected capital requirements as well as business conditions and prospects, the Managing Board
proposes on an annual basis to the Supervisory Board, whenever deemed possible and desirable in line with
STMicroelectronics’ objectives and financial situation, the distribution of a quarterly cash dividend, if any. The
Supervisory Board, upon the proposal of the Managing Board, decides or proposes on an annual basis, inaccordance with this policy, which portion of the profits or distributable reserves shall not be retained inreserves to fund future growth or for other purposes and makes a proposal concerning the amount, if any, of thequarterly cash dividend”.
On May 24, 2023, our shareholders approved a cash dividend of US$0.24 per outstanding share of ourcommon stock, which was distributed in quarterly installments of US$0.06 in each of the second, third andfourth quarters of 2023 and will also be distributed in the first quarter of 2024. Future dividends, if any, andtheir timing and amounts may be affected by our accumulated profits, our capacity to generate cash flow, ourfinancial situation, the general economic situation and prospects and any other factors that the Supervisory
Board, upon the recommendation of our Managing Board, shall deem important. For a history of dividends paidby us to our shareholders in the past three years, see Note 18 to our Consolidated Financial Statements“Shareholders’ Equity – Dividends”.
Item 9. Listing
Market Information
Our common shares are traded on the NYSE under the symbol “STM” and CUSIP #861012102, are listedon the compartment A (large capitalizations) of Euronext Paris under the ISIN Code NL0000226223 and aretraded on the Borsa Italiana. On August 4, 2020, ST issued a $1.5 billion dual-tranche offering of new 2020
Senior Unsecured Convertible Bonds due 2025 and 2027 that trade on the Frankfurt Stock Exchange.
Our common shares are included in the CAC 40, a free float market capitalization weighted index that reflects
the performance of the 40 most capitalized and traded shares listed on Euronext Paris, and is the most widelyused indicator of the Paris stock market. Our common shares are included in the FTSE MIB Index, which is theprimary benchmark Index for the Italian equity markets and measures the performance of 40 highly liquid,leading companies across ICB sectors in Italy seeking to replicate the broad sector weights of the Italian stock
market.
Of the 902,771,081 common shares outstanding as of December 31, 2023, 65,973,974, or 7.3%, wereregistered in the common share registry maintained on our behalf in New York and 836,797,107 or 92.7%, of
our common shares outstanding were listed on Euroclear France and traded on Euronext Paris and on the Borsa
Italiana in Milan.
Item 10. Additional Information
A.

Share Capital

Not applicable.
B.

Memorandum and Articles of Association

We were incorporated under the laws of The Netherlands by deed of May 21, 1987 and are registeredwith the trade register (handelsregister) of the Dutch Chamber of Commerce (Kamer van Koophandel) under
no. 33194537. Set forth below is a summary of certain provisions of our Articles of Association and relevant
Dutch law. The summary below does not purport to be complete and is qualified in its entirety by reference to
our Articles of Association, most recently amended on June 20, 2017, and relevant Dutch law.
Object and Purposes (Article 2)
The objects of our company is to participate in or take, in any manner, any interests in other businessenterprises; to manage such enterprises; to carry on business in semiconductors and electronic devices; to takeand grant licenses and other industrial property interests; to assume commitments in the name of any enterprises
with which we may be associated within a group of companies; to take financial interests in such enterprises andto take any other action, such as but not limited to the granting of securities or the undertaking of obligations on116behalf of third parties, which in the broadest sense of the term, may be related or contribute to theaforementioned objects.
Supervisory Board Members
Our Articles of Association do not include any provisions related to a Supervisory Board member’s:•

power to vote on proposals, arrangements or contracts in which such member is materiallyinterested;•

power, in the absence of an independent quorum, to vote on compensation to themselves or any
members of the Supervisory Board;•borrowing powers exercisable by the directors and how such borrowing powers can be varied;•

mandatory retirement age; or•number of owned shares in our company required to qualify as a Supervisory Board member.

Our Supervisory Board charter and Dutch law, however, explicitly prohibit members of our Supervisory
Board from participating in discussions and voting on matters where they have a conflict of interest. If our entire
Supervisory Board has a conflict of interest, our shareholders’ meeting is the competent corporate body to adopt
the relevant resolution. Our Articles of Association provide that our shareholders’ meeting must adopt thecompensation of our Supervisory Board members. Neither our Articles of Association nor our Supervisory
Board charter has a requirement or policy that Supervisory Board members hold a minimum number of ourcommon shares.
We have balanced participation by men and women on our Supervisory Board and currently, ourSupervisory Board comprises nine members of which 4 are female and 5 are male.
Distribution of Profits (Articles 37, 38, 39 and 40)
Subject to certain exceptions, dividends may only be paid out of the profits as shown in our adopted
annual accounts. Our profits must first be used to set up and maintain reserves required by Dutch law and ourArticles of Association. Subsequently, if any of our preference shares are issued and outstanding, preference
shareholders shall be paid a dividend, which will be a percentage of the paid up part of the par value of theirpreference shares. Our Supervisory Board may then, upon proposal of our Managing Board, also establish
reserves out of our annual profits. The portion of our annual profits that remains after the establishment ormaintenance of reserves and the payment of a dividend to our preference shareholders is at the disposal of ourshareholders’ meeting. No distribution may be made to our shareholders when the equity after such distribution
is or becomes inferior to the fully-paid share capital, increased by the legal reserves. Our preference shares are
cumulative by nature, which means that if in a financial year the dividend or the preference shares cannot be(fully) paid, the deficit must first be paid in the following financial year(s).
Our Supervisory Board independently as well as our shareholders’ meeting, upon the proposal of our
Supervisory Board, may each declare distributions out of our share premium reserve and other reserves available
for shareholder distributions under Dutch law. Pursuant to a resolution of our Supervisory Board, distributions
adopted by the shareholders’ meeting may be fully or partially made in the form of our new shares to be issued.
Our Supervisory Board may, subject to certain statutory provisions, make one or more interim distributions in
respect of any year before the accounts for such year have been adopted at a shareholders’ meeting. Rights tocash dividends and distributions that have not been collected within five years after the date on which they
became due and payable shall revert to us.
For the history of dividends paid by us to our shareholders in the past five years, see Note 18 to our
Consolidated Financial Statements.
Notice Convening the Shareholders’ Meeting (Articles 25, 26, 27, 28 and 29)
Our ordinary shareholders’ meetings are held at least annually, within six months after the close of eachfinancial year, in The Netherlands. Extraordinary shareholders’ meetings may be held as often as our117Supervisory Board deems necessary, and must be held upon the written request of registered shareholders orother persons entitled to attend shareholders’ meetings of at least 10% of the total issued share capital to ourManaging Board or our Supervisory Board specifying in detail the business to be dealt with. Such written
requests may not be submitted electronically.
The notice convening the shareholders’ meeting shall be given in such manner as shall be authorized or
required by law with due observance of the statutory notice period, which is currently 42 days prior to themeeting.
One or more shareholders or other persons entitled to attend shareholders’ meetings representing at least
one-tenth of our issued share capital may, provided that the request was made at least five days prior to the dateof convocation of the meeting, request proposals to be included on the agenda. Furthermore, a request that a
proposal be included on the agenda can be made in writing to our Managing Board within sixty days of ameeting by persons who are entitled to attend our shareholders’ meetings who, solely or jointly, represent atleast 1% of our issued share capital or a market value of at least €50 million. The aforementioned requests may
not be submitted electronically and must comply with conditions stipulated by our Managing Board, subject tothe approval of our Supervisory Board, which shall be posted on our website. Pursuant to Dutch law ashareholder requesting discussion of an agenda item must disclose to us its entire beneficial interest (long andshort position) and we are required to disclose this information on our website.
We are exempt from the proxy solicitation rules under the United States Securities Exchange Act of 1934.
Euroclear France will provide notice of shareholders’ meetings to, and compile voting instructions from, holdersof shares held directly or indirectly through Euroclear France. The Depository Trust Company (“DTC”) will
provide notice of shareholders’ meetings to holders of shares held directly or indirectly through DTC and the
New York Transfer Agent and Registrar will compile voting instructions. In order for holders of shares held
directly or indirectly through Euroclear France to attend shareholders’ meetings in person, such holders mustwithdraw their shares from Euroclear France and have such shares registered directly in their name or in thename of their nominee. In order for holders of shares held directly or indirectly through DTC to attend
shareholders’ meetings of shareholders in person, such holders need not withdraw such shares from DTC but
must follow rules and procedures established by the New York Transfer Agent and Registrar.
Attendance at Shareholders’ Meetings and Voting Rights (Articles 30, 31, 32, 33 and 34)
Each share is entitled to one vote.
All shareholders and other persons entitled to attend shareholders’ meetings may attend in person or be
represented by a person holding a written proxy. Shareholders and other persons entitled to vote, may do so
pursuant to our Articles of Association. Subject to the approval of our Supervisory Board, our Managing Board
may resolve to facilitate the use of electronic means of communication in relation to the participation and voting
in shareholders’ meetings. Dutch law prescribes a fixed registration date of 28 days prior to the shareholders’meeting, which means that shareholders and other persons entitled to attend shareholders’ meetings are those
persons who have such rights at the 28th day prior to the shareholders’ meeting and, as such, are registered in aregister designated by our Managing Board, regardless of who is a shareholder or otherwise a person entitled toattend shareholders’ meetings at the time of the meeting if a registration date would not be applicable. In thenotice convening the shareholders’ meeting, the time of registration must be mentioned as well as the manner inwhich shareholders and other persons entitled to attend shareholders’ meetings can register themselves and themanner in which they can exercise their rights.
All matters regarding admittance to the shareholders’ meeting, the exercise of voting rights and the resultof voting, as well as any other matters regarding the business of the shareholders’ meeting, shall be decided
upon by the chairman of that meeting, in accordance with the requirements of Section 2:13 of the Dutch Civil
Code.
Our Articles of Association allow for separate meetings for holders of common shares and for holders ofpreference shares. At a meeting of holders of preference shares at which the entire issued capital of shares ofsuch class is represented, valid resolutions may be adopted even if the requirements in respect of the place of themeeting and the giving of notice have not been observed, provided that such resolutions are adopted byunanimous vote. Also, valid resolutions of preference shareholder meetings may be adopted outside a meeting if

118

all persons entitled to vote on our preference shares indicate in writing that they vote in favor of the proposed
resolution, provided that no depositary receipts for preference shares have been issued with our cooperation.
Authority of our Shareholders’ Meeting (Articles 12, 16, 19, 25, 28, 32 and 41)
Our AGM may decide upon (i) the discharge of the members of our Managing Board for their
management during the past financial year and the discharge of the members of our Supervisory Board for theirsupervision during the past financial year; (ii) the adoption of our statutory annual accounts and the distributionof dividends; (iii) the appointment of the members of our Supervisory Board and our Managing Board; and (iv)any other resolutions listed on the agenda.
Furthermore, our shareholders’ meeting has to approve resolutions of our Managing Board regarding asignificant change in the identity or nature of us or our enterprise, including in any event (i) transferring ourenterprise or practically our entire enterprise to a third-party, (ii) entering into or canceling any long-termcooperation between us or a subsidiary of us and any other legal person or company or as a fully liable generalpartner of a limited partnership or a general partnership, provided that such cooperation or the cancellation
thereof is of essential importance to us, and (iii) us or a subsidiary of us acquiring or disposing of a participatinginterest in the capital of a company with a value of at least one-third of our total assets according to ourconsolidated balance sheets and notes thereto in our most recently adopted annual accounts.
Our Articles of Association may only be amended (and our liquidation can only be decided on) if
amendments are proposed by our Supervisory Board and approved by a simple majority of the votes cast at ashareholders’ meeting at which at least 15% of the issued and outstanding share capital is present or represented.
The complete proposal for the amendment (or liquidation) must be made available for inspection by theshareholders and the other persons entitled to attend shareholders’ meetings at our offices as from the day of thenotice convening such meeting until the end of the meeting. Any amendment of our Articles of Association thatnegatively affects the rights of the holders of a certain class of shares requires the prior approval of the meetingof holders of such class of shares.
Quorum and Majority (Articles 4, 13 and 32)
Unless otherwise required by our Articles of Association or Dutch law, resolutions of shareholders’meetings require the approval of a majority of the votes cast at a meeting at which at least 15% of the issued andoutstanding share capital is present or represented, subject to the provisions explained below. We may not voteour common shares held in treasury. Blank and invalid votes shall not be counted.
A quorum of shareholders, present or represented, holding at least half of our issued share capital, is
required to dismiss a member of our Managing Board, unless the dismissal is proposed by our Supervisory
Board. In the event of the lack of a quorum, a second shareholders’ meeting must be held within four weeks,with no applicable quorum requirement. Any decision or authorization by the shareholders’ meeting which hasor could have the effect of excluding or limiting preferential subscription rights must be taken by a majority of atleast two-thirds of the votes cast, if at the shareholders’ meeting less than 50% of the issued and outstanding
share capital is present or represented. Otherwise such a resolution can be taken by a simple majority at a
meeting at which at least 15% of the issued and outstanding share capital is represented.
Disclosure of holdings and capital interest under Dutch Law
Holders of our shares (including certain comparable instruments, such as instruments with a value (partly)
dependent on shares or distributions on shares, or contracts creating an economic position similar to shares) or
voting rights (including potential interests, such as via options or convertible bonds) may have disclosure
obligations under Dutch law. Any person or entity whose direct or indirect interest in our share capital or voting
rights (including potential interest) reaches, exceeds or falls below a certain threshold must make a disclosure to
the AFM immediately. The threshold percentages are 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%,
75% and 95%. If a person’s direct or indirect interest in the share capital or voting rights passively reaches,
exceeds or falls below the abovementioned thresholds (e.g. as a result of a change in the capital of thecompany), the person in question must give notice to the AFM no later than the fourth trading day after the
AFM has published the change in the share capital and/or voting rights in the public register. In addition, a

119notification requirement applies in respect of shares with special statutory rights (e.g. priority shares), regardlessof the abovementioned percentages.
Furthermore, each person who is or ought to be aware that the substantial holding he holds in the
Company, reaches, exceeds or falls below any of the abovementioned thresholds vis-à-vis his most recent
notification to the AFM, which change relates to the composition of the notification as a result of certain acts
(e.g. (i) the exchange of certain financial instruments for shares or depositary receipts for shares, (ii) the
exchange of shares for depositary receipts for shares, or (iii) as a result of the exercise of rights pursuant to acontract for the acquisition of voting rights) must give notice to the AFM no later than the fourth trading day
after he became or ought to be aware of this change.
For the purpose of calculating the percentage of capital interest or voting rights, among others, thefollowing interests must be taken into account: (i) those directly held by him; (ii) those held by his controlled
undertakings for purposes of the Dutch Financial Supervision Act; (iii) shares held by a third-party for such
person’s account and the votes such third-party may exercise; (iv) the votes held by a third-party if such person
has concluded an oral or written voting agreement with such party which provides for a lasting common policy
on voting; (v) the votes held by a third-party if such person has concluded an oral or written agreement withsuch party which provides for a temporary and paid transfer of the votes; and (vi) the votes which a person may
exercise as a proxy but in his own discretion. A person who has a 3% or larger interest in the share capital or
voting rights and who ceases to be a controlled undertaking must without delay notify the AFM. As of thatmoment, all notification obligations under the Dutch Financial Supervision Act will become applicable to theformer controlled undertaking itself. The management company of a common fund (beleggingsfonds) shall bedeemed to have the disposal of the shares held by the depositary and the related voting rights. The depositary ofa common fund shall be deemed not to have the disposal of shares or voting rights. Furthermore, special rules
apply to the attribution of the ordinary shares which are part of the property of a partnership or other communityof property. A holder of a pledge or right of usufruct in respect of our shares can also be subject to a notification
obligation if such person has, or can acquire, the right to vote on our shares. If a pledgor or usufructuaryacquires such voting rights, this may also trigger a notification obligation for the holder of our shares. A person
is also deemed to hold shares if he has a financial instrument (i) whose rise in value depends in part on the risein value of the underlying shares or on dividend or other payments on those shares (in other words, a longposition must be held in those shares), and (ii) which does not entitle him to acquire shares in a listed company(i.e., it is a cash-settled financial instrument). In addition, a person who may, by virtue of an option, be obliged
to buy shares in a listed company is also equated with a shareholder. Moreover, a person who has entered into acontract (other than a cash-settled financial instrument) that gives him an economic position comparable to thatof a shareholder in a listed company is also deemed to hold shares for the purposes of the disclosure obligation.
The holder of a financial instrument representing a short position in our shares is required to notify the
AFM if such short position, expressed in a capital percentage, reaches or crosses a threshold percentage. The
threshold percentages are the same as referred to above in this section. Short position refers to the gross shortposition (i.e., a long position held by the holder cannot be offset against the short position). There is also arequirement to notify the AFM of the net short position (i.e., long positions are offset against short positions) if
such short position, expressed in a capital percentage, reaches or crosses a threshold percentage; The thresholdpercentages are 0.2% and each 0.1% above that. Notifications as of 0.5% and each 0.1% above that will be
published by the AFM. The notification shall be made no later than 3:30 pm CET on the following trading day.
Under Dutch law, the sole member of our Managing Board and each of the members of our Supervisory
Board must without delay notify the AFM of any changes in his interest or potential interest in our share capitalor voting rights. Under the European Market Abuse Regulation, the sole member of our Managing Board, themembers of the Executive Committee and each of the members of our Supervisory Board, as well as any otherperson who would have the power to take managerial decisions affecting the future developments and businessprospects of the Company having regular access to inside information relating, directly or indirectly, to theCompany, must notify the AFM of any transactions conducted for his or her own account relating to the sharesor in financial instruments the value of which is also based on the value of the shares. In addition, certain
persons who are closely associated with members of the Managing Board, the Executive Committee andSupervisory Board or any of the other persons as described above, are required to notify the AFM of any
transactions conducted for their own account relating to the shares or in financial instruments the value of whichis also based on the value of the shares.

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The AFM publishes all notifications on its public website (www.afm.nl). Non-compliance with thenotification obligations under European or Dutch law can lead to imprisonment or criminal fines, or
administrative fines or other administrative sanctions. In addition, non-compliance with these notification
obligations may lead to civil sanctions, including, without limitation, suspension of the voting rights attaching toour shares held by the offender for a maximum of three years, (suspension and) nullification of a resolution
adopted by our shareholders’ meeting (if it is likely that such resolution would not have been adopted if theoffender had not voted) and a prohibition for the offender to acquire our shares or votes for a period of no morethan five years. Shareholders are advised to consult with their own legal advisers to determine whether
notification obligations apply to them.
Share Capital (Articles 4, 5 and 6)
Our shares may not be issued at less than their par value. Our common shares must be fully paid up at thetime of their issuance. Our preference shares must be paid up for at least 25% of their par value at the time of
their issuance (and the remaining 75% if and when requested by our Managing Board). Our authorized sharecapital is not restricted by redemption provisions, sinking fund provisions or liability to further capital calls by
us. Our Articles of Association allows for the acquisition of own shares and the cancellation of shares.
Type II shares are common shares in the form of an entry in our shareholders register with the issue of ashare certificate consisting of a main part without a dividend coupon. In addition to type II shares, type I sharesare available. Type I shares are common shares in the form of an entry in our shareholders register without theissue of a share certificate. Type II shares are only available should our Supervisory Board decide to offer them.
Our preference shares are in the form of an entry in our shareholders register without issue of a share certificate.
Non-issued authorized share capital, which is different from issued share capital, allows us to proceedwith capital increases excluding the preemptive rights, upon our Supervisory Board’s decision. Other securities
in circulation which give access to our share capital include (i) the options giving the right to subscribe to ourshares granted to our employees, including the sole member of our Managing Board and our senior managers;(ii) the options giving the right to subscribe to our shares granted in the past to the members of our Supervisory
Board, its secretaries and controllers, as described in “Item 6. Directors, Senior Management and Employees”;(iii) our bonds; and (iv) the option giving the right to subscribe to our preference shares to Stichting Continuïteit
ST. See “Item 7. Major Shareholders and Related Party Transactions”. We do not have securities not
representing our share capital.
Our shareholders’ meeting, upon proposal and on the terms and conditions set by our Supervisory Board,
has the power to issue shares and rights to subscribe for shares. The shareholders’ meeting may authorize our
Supervisory Board, for a period of no more than five years, to issue shares and rights to subscribe for shares andto determine the terms and conditions of such issuances.
Each holder of common shares has a pro rata preemptive right to subscribe to an offering of commonshares issued for cash in proportion to the number of common shares which he owns. There is no preemptive
right with respect to an offering of shares for non-cash consideration, with respect to an offering of shares to ouremployees or to the employees of one of our subsidiaries, or with respect to preference shares.
Our shareholders’ meeting, upon proposal by our Supervisory Board, has the power to limit or exclude
preemptive rights in connection with new issuances of shares. Such a resolution of the shareholders’ meetingmust be taken with a majority of at least two-thirds of the votes cast if at such shareholders’ meeting less than
50% of the issued and outstanding share capital is present or represented. Otherwise such a resolution can betaken by a simple majority of the votes cast at a shareholders’ meeting at which at least 15% of our issued andoutstanding share capital is present or represented. Our shareholders’ meeting may authorize our Supervisory
Board, for a period of no more than five years, to limit or exclude preemptive rights.
Acquisition of Shares in Our Own Share Capital (Article 5)
We may acquire our own shares, subject to certain provisions of Dutch law and of our Articles of
Association. Share acquisitions may be effected by our Managing Board, subject to the approval of our
Supervisory Board, only if the shareholders’ meeting has authorized our Managing Board to effect such
repurchases, which authorization may apply for a maximum period of 18 months. We may not vote shares we121hold in treasury. Our purchases of our own shares are subject to acquisition price conditions as authorized byour shareholders’ meeting. Our Articles of Association provide that we shall be able to acquire shares in ourown share capital in order to transfer these shares under employee stock option or stock purchase plans, without
an authorization of our shareholders’ meeting.
Upon the proposal of our Supervisory Board, our shareholders’ meeting may, in accordance with the legal
provisions, reduce our issued capital by canceling the shares that we hold in treasury, by reducing the par valueof the shares or by canceling our preference shares.
Liquidation Rights (Articles 42 and 43)
In the event of our dissolution and liquidation, after payment of all debts and liquidation expenses, theholders of preference shares if issued, would receive the paid up portion of the par value of their preference
shares. Any assets then remaining shall be distributed among the registered holders of common shares inproportion to the par value of their shareholdings.
Limitations on Right to Hold or Vote Shares
There are currently no limitations imposed by Dutch law or by our Articles of Association on the right of
non-resident holders to hold or vote the shares.
C.

Material Contracts

None.
D.

Exchange Controls

None.
E.

Taxation

Dutch Taxation
This section only outlines certain material Dutch tax consequences of the acquisition, holding anddisposal of our common shares. This section does not purport to describe all possible tax considerations orconsequences that may be relevant to a holder or prospective holder of common shares and does not purport todeal with the tax consequences applicable to all categories of investors, some of which (such as trusts or similararrangements) may be subject to special rules. In view of its general nature, this section should be treated withcorresponding caution.
Tax matters are complex, and the tax consequences of the acquisition, holding and disposal to a particularholder of common shares will depend in part on such holder’s circumstances. Accordingly, you are urged toconsult your own tax advisor for a full understanding of the tax consequences of the acquisition, holding anddisposal to you, including the applicability and effect of Dutch tax laws.
Where in this section English terms and expressions are used to refer to Dutch concepts, the meaning to
be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Dutch
concepts under Dutch tax law. Where in this section the terms “The Netherlands” and “Dutch” are used, theserefer solely to the European part of the Kingdom of The Netherlands.
This section assumes that we are organized, and that our business will be conducted, in the manner
outlined in this Form 20-F. A change to such organizational structure or to the manner in which we conduct ourbusiness may invalidate the contents of this section, which will not be updated to reflect any such change.
Please note that this section does not describe the Dutch tax consequences for a holder of our commonshares:(i)

who may be deemed an owner of our common shares for Dutch tax purposes pursuant to specificstatutory attribution rules in Dutch tax law;

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(ii)

who has a substantial interest (aanmerkelijk belang) or deemed substantial interest (fictief
aanmerkelijk belang) in us under the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001).
Generally, a holder is considered to hold a substantial interest in us if such holder alone or, in thecase of an individual, together with such holder’s partner for Dutch income tax purposes, or any
relatives by blood or marriage in the direct line (including foster-children), directly or indirectly,
holds (i) an interest of 5% or more of the total issued and outstanding capital of us or of 5% or moreof the issued and outstanding capital of a certain class of shares; or (ii) rights to acquire, directly or
indirectly, such interest; or (iii) certain profit sharing rights that relate to 5% or more of our annual
profits or to 5% or more of our liquidation proceeds. A deemed substantial interest may arise if asubstantial interest (or part thereof) in has been disposed of, or is deemed to have been disposed of,on a non-recognition basis;(iii)

if the common shares held by such holder qualify or qualified as a participation (deelneming) for
purposes of the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969).
Generally, a holder's shareholding of, or right to acquire, 5% or more in our nominal paid-up sharecapital qualifies as a participation. A holder may also have a participation if (a) such holder does nothave a shareholding of 5% or more but a related entity (statutorily defined term) has a participationor (b) we are a related entity (statutorily defined term);(iv)which is or who is entitled to the dividend withholding tax exemption (inhoudingsvrijstelling) withrespect to any profits derived from the common shares (as defined in Article 4 of the Dutch
Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting). Generally, a holder of commonshares may be entitled or required to apply, subject to certain other requirements, the dividend
withholding tax exemption if it is an entity and holds an interest of 5% or more in our nominal paidup share capital;(v)

pension funds, investment institutions (fiscale beleggingsinstellingen) and tax exempt investment
institutions (vrijgestelde beleggingsinstellingen) (each as defined in the Dutch Corporate Income
Tax Act 1969) and other entities that are, in whole or in part, not subject to or exempt from Dutch
corporate income tax, entities that have a function comparable to an investment institution or a tax
exempt investment institution, as well as entities that are exempt from corporate income tax in theircountry of residence, such country of residence being another state of the European Union, Norway,
Liechtenstein, Iceland or any other state with which The Netherlands has agreed to exchange
information in line with international standards; and(vi)

if such holder is an individual for whom the common shares or any benefit derived from thecommon shares is a remuneration or deemed to be a remuneration for (employment) activities
performed by such holder or certain individuals related to such holder (as defined in the Dutch
Income Tax Act 2001).

Dividend withholding tax
Dividends distributed by us are generally subject to Dutch dividend withholding tax at a rate of 15%.
Generally, we are responsible for the withholding of such dividend withholding tax at source; the Dutch
dividend withholding tax is for the account of the holder of common shares.
The expression “dividends distributed” includes, but is not limited to:•

distributions in cash or in kind, deemed and constructive distributions and repayments of paid-in
capital not recognized for Dutch dividend withholding tax purposes;•

liquidation proceeds, proceeds from the redemption of common shares or proceeds from therepurchase of common shares (other than as temporary portfolio investment; tijdelijke belegging)by us or one of our subsidiaries or other affiliated entities, in each case to the extent such proceeds
exceed the average paid-in capital of those common shares as recognized for Dutch dividend
withholding tax purposes;

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an amount equal to the nominal value of the common shares issued or an increase of the nominal
value of the common shares, to the extent that no related contribution, recognized for Dutch
dividend withholding tax purposes, has been made or will be made; and•partial repayment of the paid-in capital, recognized for Dutch dividend withholding tax purposes, if
and to the extent that we have “net profits” (zuivere winst), unless (i) our general meeting ofshareholders has resolved in advance to make such repayment and (ii) the nominal value of thecommon shares concerned has been reduced by an equal amount by way of an amendment to ourarticles of association. The term “net profits” includes anticipated profits that have yet to berealized.

Corporate legal entities that are resident or deemed to be resident of The Netherlands for Dutch corporate
income tax purposes (“Dutch Resident Entities”) generally are entitled to an exemption from, or a credit for, any
Dutch dividend withholding tax against their Dutch corporate income tax liability. The credit in any given year
is, however, limited to the amount of Dutch corporate income tax payable in respect of the relevant year with anindefinite carry forward of any excess amount. Individuals who are resident or deemed to be resident of The
Netherlands for Dutch personal income tax purposes (“Dutch Resident Individuals”) generally are entitled to acredit for any Dutch dividend withholding tax against their Dutch personal income tax liability and to a refundof any residual Dutch dividend withholding tax. The above generally also applies to holders of common sharesthat are neither resident nor deemed to be resident of The Netherlands (“Non-Resident Holders”) if the commonshares are attributable to a Dutch permanent establishment of such Non-Resident Holder.
A holder of common shares resident of a country other than The Netherlands may, depending on suchholder's specific circumstances, be entitled to exemptions from, reduction of, or full or partial refund of, Dutch
dividend withholding tax under Dutch domestic tax law, EU law, or treaties for the avoidance of double taxationin effect between The Netherlands and such other country.
Dividend stripping
According to “Dutch domestic anti-dividend stripping” rules, no credit against Dutch tax, exemption
from, reduction, or refund of Dutch dividend withholding tax will be granted if the recipient of the dividends wepaid is not considered the beneficial owner (uiteindelijk gerechtigde; as described in the Dutch Dividend
Withholding Tax Act 1965) of those dividends. This legislation generally targets situations in which ashareholder retains its economic interest in shares but reduces the withholding tax costs on dividends by atransaction with another party. It is not required for these rules to apply that the recipient of the dividends isaware that a dividend stripping transaction took place. The Dutch State Secretary of Finance takes the position
that the definition of beneficial ownership introduced by this legislation will also be applied in the context of adouble taxation convention. As from 1 January 2024, more stringent rules apply to the setoff, exemption from,and reduction or refund of Dutch dividend withholding tax to address situations where a claim for setoff,
exemption, reduction or refund may align with the letter of Dutch tax law or a double taxation convention but
goes against the underlying intention or spirit of the dividend stripping rules, as perceived by the legislator. In
addition, the burden of proof in cases related to dividend stripping and beneficial owner status has in certain
circumstances been shifted from the tax inspector to the person making a claim for a setoff, reduction or refundof or exemption from Dutch dividend withholding tax. Furthermore, for shares traded on a regulated market,
including the Ordinary Shares, it has been codified that the record date is used when determining the person who
is entitled to the dividend.
Conditional withholding tax on dividends
In addition to the regular Dutch dividend withholding tax as described above, a Dutch conditional
withholding tax will be imposed on dividends distributed by us to entities related (gelieerd) to us (within themeaning of the Dutch Withholding Tax Act 2021; Wet bronbelasting 2021), if such related entity:(i)

is considered to be resident (gevestigd) in a jurisdiction that is listed in the yearly updated Dutch
Regulation on low-taxing states and non-cooperative jurisdictions for tax purposes (Regelinglaagbelastende staten en niet-coöperatieve rechtsgebieden voor belastingdoeleinden) (a “Listed
Jurisdiction”); or

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(ii)

has a permanent establishment located in a Listed Jurisdiction to which the common shares are
attributable; or(iii)holds the common shares with the main purpose or one of the main purposes of avoiding taxation
for another person or entity and there is an artificial arrangement or transaction or a series ofartificial arrangements or transactions; or(iv)

is not considered to be the beneficial owner of the common shares in its jurisdiction of residence
because such jurisdiction treats another entity as the beneficial owner of the common shares (ahybrid mismatch); or(v)

is not resident in any jurisdiction (also a hybrid mismatch); or(vi)

is a reverse hybrid (within the meaning of Article 2(12) of the Dutch Corporate Income Tax Act1969), if and to the extent (x) there is a participant in the reverse hybrid which is related (gelieerd)
to the reverse hybrid, (y) the jurisdiction of residence of such participant treats the reverse hybrid
as transparent for tax purposes and (z) such participant would have been subject to the Dutch
conditional withholding tax in respect of dividends distributed by us without the interposition of
the reverse hybrid,

all within the meaning of the Dutch Withholding Tax Act 2021.
The Dutch conditional withholding tax on dividends will be imposed at the highest Dutch corporate
income tax rate in effect at the time of the distribution (2024: 25.8%). The Dutch conditional withholding tax on
dividends will be reduced, but not below zero, by any regular Dutch dividend withholding tax withheld inrespect of the same dividend distribution. As such, based on the currently applicable rates, the overall effective
tax rate of withholding the regular Dutch dividend withholding tax (as described above) and the Dutch
conditional withholding tax on dividends will not exceed the highest corporate income tax rate in effect at thetime of the distribution (2024: 25.8%).
Taxes on income and capital gains
Dutch Resident Entities
Generally, if the holder of common shares is a Dutch Resident Entity, any income derived or deemed to
be derived from the common shares or any capital gains realized on the disposal or deemed disposal of thecommon shares is subject to Dutch corporate income tax at a rate of 19% with respect to taxable profits up to€200,000 and 25.8% with respect to taxable profits in excess of that amount (rates and brackets for 2024).
Dutch Resident Individuals
If the holder of common shares is a Dutch Resident Individual, any income derived or deemed to be
derived from the common shares or any capital gains realized on the disposal or deemed disposal of the commonshares is subject to Dutch personal income tax at the progressive rates (with a maximum of 49.5% in 2024), if:(i)the common shares are attributable to an enterprise from which the holder of common shares derivesa share of the profit, whether as an entrepreneur (ondernemer) or as a person who has a coentitlement to the net worth (medegerechtigd tot het vermogen) of such enterprise without being ashareholder (as defined in the Dutch Income Tax Act 2001); or(ii) the holder of common shares is considered to perform activities with respect to the common sharesthat go beyond ordinary asset management (normaal, actief vermogensbeheer) or otherwise derives
benefits from the common shares that are taxable as benefits from miscellaneous activities (resultaat
uit overige werkzaamheden).
Taxation of savings and investments
If the above-mentioned conditions (i) and (ii) do not apply to the Dutch Resident Individual, the commonshares will be subject to an annual Dutch income tax under the regime for savings and investments (inkomen uit
sparen en beleggen). Taxation only occurs insofar the Dutch Resident Individual's net investment assets for the125year exceed a statutory threshold (heffingvrij vermogen). The net investment assets for the year are the fairmarket value of the investment assets less the fair market value of the liabilities on January 1 of the relevant
calendar year (reference date; peildatum). Actual income or capital gains realized in respect of the commonshares are as such not subject to Dutch income tax.
The Dutch Resident Individual's assets and liabilities taxed under this regime, including the commonshares, are allocated over the following three categories: (a) bank savings (banktegoeden), (b) other investments(overige bezittingen), including the common shares, and (c) liabilities (schulden). The taxable benefit for theyear (voordeel uit sparen en beleggen) is equal to the product of (x) the total deemed return divided by the sumof bank savings, other investments and liabilities and (b) the sum of bank savings, other investments andliabilities minus the statutory threshold, and is taxed at a flat rate of 36% (rate for 2024).
The deemed return applicable to other investments, including the common shares, is set at 6.04% for
the calendar year 2024. Transactions in the three-month period before and after January 1 of the relevant
calendar year implemented to arbitrate between the deemed return percentages applicable to bank savings, otherinvestments and liabilities will for this purpose be ignored if the holder of common shares cannot sufficiently
demonstrate that such transactions are implemented for other than tax reasons.
The current Dutch income tax regime for savings and investments was implemented in Dutch tax law
following the decision of the Dutch Supreme Court (Hoge Raad) of 24 December 2021 (ECLI:NL:2021:1963)(the “Decision”). In the Decision, the Dutch Supreme Court ruled that the (old) system of taxation for savings
and investments based on a deemed return may under specific circumstances contravene with Section 1 of theFirst Protocol to the European Convention on Human Rights in combination with Section 14 of the European
Convention on Human Rights (the “EC-Human Rights”). A new court procedure is pending before the Dutch
Supreme Court questioning whether the current tax system for savings and investments is in line with theDecision. On 18 September 2023 (ECLI:NL:PHR:2023:655) the Attorney General Wattel concluded that the
new tax system is not in line with the Decision, except for the taxation of bank savings, as the system is, inshort, still based on a deemed return rather than actual returns, and as a result, the regime contravenes with the
EC-Human Rights. The decision of the Dutch Supreme Court is expected mid-2024. In addition, on 8 September
2023, the former cabinet published a law proposal for a new tax system for savings and investments on the basisof actual returns according to an asset accumulation system, the 'Actual Return Box 3 Act' (Wet werkelijk
rendement box 3). The proposed system is expected to come into effect on 1 January 2027 at the earliest.
However, it is up to the new cabinet to submit a final law proposal to the Dutch parliament.
Holders of common shares are advised to consult their own tax advisor to ensure that the tax in respect of
the common shares is levied in accordance with the applicable Dutch tax rules at the relevant time.
Non-Resident Holders
A holder of common shares that is neither a Dutch Resident Entity nor a Dutch Resident Individual will
not be subject to Dutch income tax in respect of income derived or deemed to be derived from the commonshares or in respect of capital gains realized on the disposal or deemed disposal of the common shares, provided
that:
(i)

such holder does not have an interest in an enterprise or deemed enterprise (as defined in the Dutch
Income Tax Act 2001 and the Dutch Corporate Income Tax Act 1969, as applicable) which, in
whole or in part, is either effectively managed in The Netherlands or carried on through apermanent establishment, a deemed permanent establishment or a permanent representative in The
Netherlands and to which enterprise or part of an enterprise the common shares are attributable;
and

(ii)

in the event the holder is an individual, such holder does not carry out any activities in The
Netherlands with respect to the common shares that go beyond ordinary asset management anddoes not otherwise derive benefits from the common shares that are taxable as benefits frommiscellaneous activities in The Netherlands.

If you are neither a Dutch Resident Individual nor a Dutch Resident Entity, you will for Dutch tax
purposes not carry on or be deemed to carry on an enterprise, in whole or in part, through a permanent126

establishment or a permanent representative in The Netherlands by reason only of acquisition or holding of thecommon shares.
Gift and inheritance taxes
Residents of The Netherlands
Gift or inheritance taxes will arise in The Netherlands with respect to a transfer of common shares by wayof a gift by, or on the death of, a holder of common shares who is resident or deemed resident of The
Netherlands at the time of the gift or such holder's death.
Non-Residents
No gift or inheritance taxes will arise in The Netherlands with respect to a transfer of common shares by
way of a gift by, or on the death of, a holder of common shares who is neither resident nor deemed to be residentof The Netherlands, unless:(i)in the case of a gift of a common share by an individual who at the date of the gift was neither
resident nor deemed to be resident of The Netherlands, such individual dies within 180 days after
the date of the gift, while being resident or deemed to be resident of The Netherlands; or(ii)

in the case of a gift of a common shares is made under a condition precedent, the holder of commonshares is resident or is deemed to be resident of The Netherlands at the time the condition is
fulfilled; or(iii)

the transfer is otherwise construed as a gift or inheritance made by, or on behalf of, a person who,at the time of the gift or death, is or is deemed to be resident of The Netherlands.

For purposes of Dutch gift and inheritance taxes, amongst others, a person that holds the Dutch
nationality will be deemed to be resident of The Netherlands if such person has been a resident of The
Netherlands at any time during the ten years preceding the date of the gift or such person’s death. Additionally,for purposes of Dutch gift tax, amongst others, a person not holding the Dutch nationality will be deemed to beresident of The Netherlands if such person has been a resident of The Netherlands at any time during the twelve
months preceding the date of the gift. Applicable tax treaties may override deemed residency.
Value added tax (VAT)No Dutch VAT will be payable by a holder of common shares in respect of any payment in consideration
for the holding or disposal of the common shares.
Stamp Duties
No Dutch documentation taxes (commonly referred to as stamp duties) will be payable by a holder ofcommon shares in respect of any payment in consideration for the holding or disposal of the common shares.
United States Federal Income Taxation
The following discussion is a general summary of the material U.S. federal income tax consequences to a
U.S. holder (as defined below) of the ownership and disposition of our common shares. You are a U.S. holder
only if you are a beneficial owner of common shares:•that is, for U.S. federal income tax purposes, (a) a citizen or individual resident of the United States,(b) a U.S. domestic corporation or a U.S. domestic entity taxable as a corporation, (c) an estate, theincome of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust, if
a court within the United States can exercise primary supervision over the administration of thetrust and one or more U.S. persons are authorized to control all substantial decisions of the trust;

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•

that owns, directly, indirectly or by attribution, less than 10% of our voting power or outstanding
share capital;•

that holds the common shares as capital assets;•

whose functional currency for U.S. federal income tax purposes is the U.S. dollar;•that is a resident of the United States and not also a resident of The Netherlands for purposes of theUnited States – The Netherlands Income Tax Treaty (the “U.S./NL Income Tax Treaty”);•

that is entitled, under the “limitation on benefits” provisions contained in the U.S./NL Income Tax
Treaty, to the benefits of the U.S./NL Income Tax Treaty; and•that does not have a permanent establishment or fixed base in The Netherlands.

This summary does not discuss all of the tax consequences that may be relevant to you in light of yourparticular circumstances. Also, it does not address holders that may be subject to special rules including, but notlimited to, U.S. expatriates, tax-exempt organizations, persons subject to the alternative minimum taxes, banks,
securities broker-dealers, financial institutions, regulated investment companies, insurance companies, traders insecurities who elect to apply a mark-to-market method of accounting, persons holding our common shares aspart of a straddle, hedging or conversion transaction, or persons who acquired common shares pursuant to theexercise of employee stock options or otherwise as compensation. Because this is a general summary, you areadvised to consult your own tax advisor with respect to the U.S. federal, state, local and applicable foreign tax
consequences of the ownership and disposition of our common shares. In addition, you are advised to consult
your own tax advisor concerning whether you are entitled to benefits under the U.S./NL Income Tax Treaty.
If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S.
federal income tax purposes) holds common shares, the tax treatment of a partner generally will depend upon
the status of the partner and the activities of the partnership. If you are a partner in a partnership that holds
common shares, you are urged to consult your own tax advisor regarding the specific tax consequences of theownership and the disposition of common shares.
This summary is based on the Internal Revenue Code of 1986, as amended, the U.S./NL Income Tax
Treaty, judicial decisions, administrative pronouncements and existing, temporary and proposed Treasury
regulations as of the date of this Form 20-F, all of which are subject to change or changes in interpretation,
possibly with retroactive effect.
Dividends
In general, you must include the gross amount of distributions paid (including the amount of any Dutchtaxes withheld from those distributions) to you by us with respect to the common shares in your gross income as
foreign-source taxable dividend income. The amount of any distribution paid in foreign currency (including theamount of any Dutch withholding tax thereon) will be equal to the U.S. dollar value of the foreign currency on
the date of actual or constructive receipt by you regardless of whether the payment is in fact converted into U.S.
dollars at that time. Gain or loss, if any, realized on a subsequent sale or other disposition of such foreign
currency generally will be U.S.-source ordinary income or loss. Special rules govern and specific elections areavailable to accrual method taxpayers to determine the U.S. dollar amount includible in income in the case oftaxes withheld in a foreign currency. Accrual basis taxpayers are urged to consult their own tax advisers
regarding the requirements and elections applicable in this regard.
Subject to applicable limitations, Dutch taxes withheld from a distribution paid to you at a rate notexceeding the rate provided in the U.S./NL Income Tax Treaty will be eligible for credit against your U.S.
federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately withrespect to specific classes of income. For this purpose, dividends distributed by us with respect to the commonshares generally will constitute “passive category income” or in the case of certain U.S. holders, “generalcategory income”. The use of foreign tax credits is subject to complex rules and limitations. In lieu of a credit, aU.S. holder who itemizes deductions may elect to deduct all of such holder’s foreign taxes in the taxable year. A
deduction does not reduce tax on a dollar-for-dollar basis like a credit, but the deduction for foreign taxes is not

128subject to the same limitations applicable to foreign tax credits. You should consult your own tax advisor todetermine whether and to what extent a credit would be available to you.
Certain non-corporate U.S. holders (including individuals) are eligible for reduced rates of U.S. federal
income tax in respect of “qualified dividend income”. For this purpose, “qualified dividend income” generally
includes dividends paid by a non-U.S. corporation if, among other things, the U.S. holders meet certain
minimum holding period and other requirements and the non-U.S. corporation satisfies certain requirements,
including either that (i) the shares of the non-U.S. corporation are readily tradable on an established securities
market in the United States, or (ii) the non-U.S. corporation is eligible for the benefits of a comprehensive
income tax treaty with the United States (such as the U.S./NL Income Tax Treaty) which provides for theexchange of information. We currently believe that dividends paid by us with respect to our common sharesshould constitute “qualified dividend income” for U.S. federal income tax purposes; however, this is a factual
matter and subject to change. You are urged to consult your own tax advisor regarding the availability to you ofa reduced dividend tax rate in light of your own particular situation. A dividends-received deduction will not beallowed with respect to dividends paid by us to corporate U.S. holders.
Sale, Exchange or Other Disposition of Common Shares
Upon a sale, exchange or other disposition of common shares, you generally will recognize capital gainor loss in an amount equal to the difference between the amount realized and your tax basis in the commonshares, as determined in U.S. dollars. This gain or loss generally will be U.S.-source gain or loss, and will betreated as long-term capital gain or loss if you have held the common shares for more than one year. If you are
an individual, capital gains generally will be subject to U.S. federal income tax at preferential rates if specified
minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.
Net Investment Income Tax
Certain U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds
generally will be subject to a 3.8% tax on “net investment income”, including, among other things, dividends on,
and gains from the sale or other taxable disposition of, our common shares, subject to certain limitations andexceptions. You should consult your own tax advisor regarding the effect, if any, of such tax on your ownershipand disposition of our common shares.
Passive Foreign Investment Company Status
We believe that we should not be classified as a passive foreign investment company (a “PFIC”) for U.S.
federal income tax purposes for the year ended December 31, 2023 and we do not expect to become a PFIC in
the foreseeable future. This conclusion is a factual determination that must be made annually at the close of eachtaxable year and therefore we can provide no assurance that we will not be a PFIC in our current or any futuretaxable year. If we were to be characterized as a PFIC for any taxable year, the tax on certain distributions on
our common shares and on any gains realized upon the disposition of common shares may be materially lessfavorable than as described herein. In addition, if we were a PFIC in a taxable year in which we were to pay
dividends or the prior taxable year, such dividends would not be “qualified dividend income” (as describedabove) and would be taxed at the higher rates applicable to other items of ordinary income. You should consult
your own tax advisor regarding the application of the PFIC rules to your ownership of our common shares.
U.S. Information Reporting and Backup Withholding
Dividend payments with respect to our common shares and proceeds from the sale, exchange, retirement
or other disposition of our common shares may be subject to information reporting to the U.S. Internal Revenue
Service (the “IRS”) and possible U.S. backup withholding. Backup withholding will not apply to you, however,
if you furnish a correct taxpayer identification number and make any other required certification, or if you areotherwise exempt from backup withholding. U.S. persons required to establish their exempt status generally
must provide certification on IRS Form W-9. Backup withholding is not an additional tax. Amounts withheld asbackup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refundof any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim forrefund with the IRS and furnishing any required information.

129

In addition, U.S. holders should be aware of annual reporting requirements with respect to the holding ofcertain foreign financial assets, including our common shares that are not held in an account maintained bycertain types of financial institutions, if the aggregate value of all of such assets exceeds $50,000 (or $100,000
for married couples filing a joint return). You should consult your own tax advisor regarding the application of
the information reporting and backup withholding rules to our common shares and the application of the annual
reporting requirements to your particular situation.
F.

Dividends and Paying Agents

Not applicable.
G.

Statement by Experts

Not applicable.
H.

Documents on Display

Any statement in this Form 20-F about any of our contracts or other documents is not necessarily
complete. If the contract or document is filed as an exhibit to this Form 20-F the contract or document is deemed
to modify the description contained in this Form 20-F. You must review the exhibits themselves for a complete
description of the contract or document.
Our Articles of Association, the minutes of our AGM, reports of the auditors and other corporate
documentation may be consulted by the shareholders and any other individual authorized to attend the meetings
at our head office at Schiphol Airport Amsterdam, The Netherlands, at the registered offices of the Managing
Board in Geneva, Switzerland and at Crédit Agricole-Indosuez, 9, Quai du Président Paul-Doumer, 92400
Courbevoie, France.
You may review a copy of our filings with the U.S. Securities and Exchange Commission (the “SEC”),
including exhibits and schedules filed with it, at the SEC’s public reference facilities in Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information. In addition, the SEC maintains an internet site (www.sec.gov) that contains reports and otherinformation regarding issuers that file electronically with the SEC. These SEC filings are also available to the
public from commercial document retrieval services.
WE ARE REQUIRED TO FILE REPORTS AND OTHER INFORMATION WITH THE SEC UNDER
THE SECURITIES EXCHANGE ACT OF 1934. REPORTS AND OTHER INFORMATION FILED BY U.S.
WITH THE SEC MAY BE INSPECTED AND COPIED AT THE SEC’S PUBLIC REFERENCE FACILITIESDESCRIBED ABOVE OR THROUGH THE INTERNET (WWW.SEC.GOV). AS A FOREIGN PRIVATEISSUER, WE ARE EXEMPT FROM THE RULES UNDER THE EXCHANGE ACT PRESCRIBING THE
FURNISHING AND CONTENT OF PROXY STATEMENTS AND OUR OFFICERS, DIRECTORS AND
MAJOR SHAREHOLDERS ARE EXEMPT FROM THE REPORTING AND SHORT-SWING PROFITRECOVERY PROVISIONS CONTAINED IN SECTION 16 OF THE EXCHANGE ACT. UNDER THE
EXCHANGE ACT, AS A FOREIGN PRIVATE ISSUER, WE ARE NOT REQUIRED TO PUBLISH
FINANCIAL STATEMENTS AS FREQUENTLY OR AS PROMPTLY AS UNITED STATES COMPANIES.

130

I.

Subsidiary Information

Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to changes in financial market conditions in the normal course of business due to ouroperations in different foreign currencies and our ongoing investing and financing activities. Market risk is theuncertainty to which future earnings or asset/liability values are exposed due to operating cash flows
denominated in foreign currencies and various financial instruments used in the normal course of operations.
The major financial risks to which we are exposed are the foreign exchange risks related to the fluctuations of
the U.S. dollar exchange rate compared to the Euro and the other major currencies in which costs are incurred,
the variation of the interest rates and the risks associated to the investments of our available cash. We haveestablished policies, procedures and internal processes governing our management of market risks and the use offinancial instruments to manage our exposure to such risks.
Our interest income (expense), net, as reported in our consolidated statements of income, is the balance
between interest income received from our cash and cash equivalents, short-term deposits and marketablesecurities and interest expense on our financial liabilities, including bank fees (including fees on committed
credit lines or on the sale without recourse of receivables, if any). Our interest income is dependent upon
fluctuations in interest rates, mainly in U.S. dollars and Euros, since we invest primarily on a short-term basis;any increase or decrease in the market interest rates would mean an equivalent increase or decrease in ourinterest income. See “Item 5. Operating and Financial Review and Prospects — Impact of Changes in Interest
Rates”.
We place our cash and cash equivalents, or a part of it, with financial institutions with at least a single“A” long-term rating from two of the major rating agencies, meaning at least A3 from Moody’s and A- from
S&P or Fitch, or better, invested as short-term deposits and Government debt securities and, as such, we areexposed to the fluctuations in the market interest rates on our placement and our cash, which can have an impact
on our consolidated financial statements. We manage the credit risks associated with financial instruments
through credit approvals, investment limits and centralized monitoring procedures but do not normally require
collateral or other security from the parties to the financial instruments. As of December 31, 2023, themarketable securities have a value of $1,731 million. They are classified as available-for-sale and are reported atfair value. This fair value measurement corresponds to a Level 1 fair value hierarchy measurement. The
estimated value of these securities could further decrease in the future as a result of credit market deterioration
and/or other downgrading.
We do not anticipate any material adverse effect on our financial position, results of operations or cash
flows resulting from the use of our instruments in the future. There can be no assurance that these strategies will
be effective or that transaction losses can be minimized or forecasted accurately.
The information below summarizes our market risks associated with cash and cash equivalents, shortterm deposits, marketable securities and debt obligations as of December 31, 2023. The information below
should be read in conjunction with Note 15 and Note 26 to our Consolidated Financial Statements.
The table below presents principal amounts and related weighted-average interest rates by year of
maturity for our investment portfolio and debt obligations (in millions of U.S. dollars, except percentages):131

TotalAssets:Cash and cash equivalentsof which Cash at bank and on handof which Deposits at call with banks
Short-term deposits
Current marketable securities

$
$
$
$
$

Average yield to maturity
Long-term debt(1):$Average interest rate

2024

2025

2026

2027

2028

Thereafter

3,222
343
2,879
1,226
1,635
1.56 %
2,931$ 217 $ 962 $ 212 $ 947 $ 198 $2.20 %
Amounts inmillions of
U.S. dollars

Long-term debt by currency as of December 31, 2023 (1):U.S. dollar
Euro
Total in U.S. dollars

1,500
1,431
2,931
Amounts inmillions of
U.S. dollars

Long-term debt by currency As of December 31, 2022 (1):U.S. dollar
Euro
Total in U.S. dollars(1)Long-term debt is presented at principal amount

132

1,500
1,222
2,722

Fair
Value atDecember 31,
2023

$
$
$
$
$

3,222
343
2,879
1,226
1,635

395 $

3,245

The following table provides information about our FX forward contracts and FX currency options notdesignated as a hedge as of December 31, 2023 (in millions of U.S. dollars):
FORWARD CONTRACTS AND CURRENCY OPTIONS AS OF DECEMBER 31, 2023
Notional
Amount

Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy

AUD
USD
EUR
USD
USD
USD
EUR
USD
CHF
USD
USD
HKD
JPY
JPY
MYR
SEK
SGD
TWD
CNY
PHP
MAD
INR
KRW
CNH

Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell

USD
CHF
USD
JPY
CNY
PHP
MAD
AUD
USD
EUR
GBP
USD
EUR
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD

2
57
4
6
253
1
30
—
1
108
3
2
20
58
33
18
194
13
90
18
4
49
10
—

Average Rate

0.66
0.85
1.10
140.96
7.10
55.82
11.06
0.66
0.87
1.11
1.26
7.81
156.25143.04
4.65
10.10
1.33
31.37
7.10
55.70
10.09
83.46
1,296.60
7.08

Fair Value

—
(1)
—
—
(1)
—
—
—
—
—
—
—
—
1
1
—
2
—
1
—
—
—
—
—

The following table provides information about our FX forward contracts and FX currency options notdesignated as a hedge as of December 31, 2022 (in millions of U.S. dollars):133

FORWARD CONTRACTS AND CURRENCY OPTIONS AS OF DECEMBER 31, 2022
Notional
Amount

Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy
Buy

AUD
EUR
EUR
USD
USD
USD
EUR
CHF
HKD
JPY
JPY
MYR
SEK
SGD
TWD
CNY
PHP
MAD
INR
KRW
CNH

Buy
Buy

Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell
Sell

USD
USD
JPY
SEK
CNY
PHP
MAD
USD
USD
EUR
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD

1
399
—
2
7
2
32
47
1
32
49
29
7
149
17
73
19
5
47
11
1

Average Rate

0.67
1.06
144.26
10.81
6.69
55.23
11.17
0.92
7.79
141.64133.45
4.41
10.31
1.38
30.66
7.02
56.86
10.64
82.22
1,353.81
6.96

Fair Value

—
(1)
—
—
—
—
—
—
—
—
1
—
—
4
—
2
—
—
—
1
—

Our FX forward contracts and FX currency options, including collars, designated as a hedge, are further
described in Note 26 to our Consolidated Financial Statements.
Item 12. Description of Securities Other than Equity Securities
We sell ordinary shares in the United States that are evidenced by American registered certificates (“NewYork Shares”). In connection therewith, a holder of our New York Shares may have to pay, either directly or
indirectly, certain fees and charges, as described in Item 12D.3. In addition, we receive fees and other direct andindirect payments from our New York Agent that are related to our New York Shares, as described in Item
12D.4.
Fees and Charges that a holder of our New York Shares May Have to Pay
J.P. Morgan collects fees for the delivery and surrender of New York Shares directly from investors
depositing or surrendering New York Shares for the purpose of withdrawal or from intermediaries acting for
them.
Persons depositing or withdrawing our New York Shares must pay to J.P. Morgan:•

Up to $5.00 per 100 New York Shares (or portion of 100 New York Shares) for the issuance of
New York Shares, including issuances resulting from a distribution of shares or rights or otherproperty, and cancellation of New York Shares for the purpose of withdrawal, including if the New
York Share agreement terminates;•

Taxes (including applicable interest and penalties) and other governmental charges;•

Registration fees as may from time to time be in effect for the registration of New York Shares;•

Cable, telex, facsimile and electronic transmission and delivery expenses;

134

•

Expenses and charges incurred by J.P. Morgan in the conversion of foreign currency or the sale ofany securities or property; and•Any charges incurred by J.P. Morgan in connection with compliance with exchange control
regulations and other regulatory requirements applicable to New York Shares

Fees and Other Payments Made by the New York Agent to Us
Under the New York Share program agreement with J.P. Morgan the annual amount (contribution) of
USD 743,060 in respect of 2023 will be paid in 2024.

135

PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
Disclosure Controls and Procedures
Evaluation
Our management, including the Chief Executive Officer and Chief Financial Officer, performed anevaluation of the effectiveness of the design and operation of our disclosure controls and procedures as definedin Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 (“Disclosure Controls”) as ofthe end of the period covered by this Form 20-F. Disclosure Controls are controls and procedures designed toreasonably assure that information required to be disclosed in our reports filed under the Securities andExchange Act of 1934, such as this Form 20-F, is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure thatsuch information is accumulated and communicated to our management, including the Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The evaluation of our Disclosure Controls included a review of the controls’ objectives and design, ourimplementation of the controls and their effect on the information generated for use in this Form 20-F. The
components of our Disclosure Controls are also evaluated on an ongoing basis by our Corporate Audit
Department, which reports directly to our Audit Committee. The overall goals of these various evaluation
activities are to monitor our Disclosure Controls, and to modify them as necessary. Our intent is to maintain the
Disclosure Controls as dynamic systems that change as conditions warrant.
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that,
as of the end of the period covered by this Form 20-F, our Disclosure Controls were effective.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and15d-15(f) under the Securities and Exchange Act of 1934) that occurred during the period covered by this form
20-F that have materially affected, or are reasonably likely to materially affect, our internal control overfinancial reporting.
Limitations on Effectiveness of Controls
No system of internal control over financial reporting, including one determined to be effective, may
prevent or detect all misstatements. It can provide only reasonable assurance regarding financial statement
preparation and presentation. Also, projections of the results of any evaluation of the effectiveness of internal
control over financial reporting into future periods are subject to inherent risk. The relevant controls may
become inadequate due to changes in circumstances or the degree of compliance with the underlying policies orprocedures may deteriorate.
Other Reviews
We have sent this Form 20-F to our Audit Committee and Supervisory Board, which had an opportunity
to raise questions with our management and independent auditors before we filed it with the SEC.

136

Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparationof financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that (i) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with U.S. generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorizations of managementand directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use or disposition of the company’s assets that could have a material effect on thefinancial statements. Because of its inherent limitations, internal control over financial reporting may notprevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate. See “Item 3. Key Information — Risk Factors”.
Management assessed the effectiveness of our internal control over financial reporting as ofDecember 31, 2023, the end of our fiscal year. Management based its assessment on criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Management’s assessment
included evaluation of such elements as the design and operating effectiveness of key financial reporting
controls, process documentation, accounting policies and our overall control environment. Based on thisassessment the management concluded that, as of December 31, 2023 our internal control over financial
reporting was effective and the financial reporting is prepared on a going concern basis.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 hasbeen audited by Ernst & Young AG, an independent registered public accounting firm, as stated in their report.
Report of Independent Registered Public Accounting Firm
To the Supervisory Board and Stockholders of STMicroelectronics N.V.
Opinion on Internal Control over Financial Reporting
We have audited STMicroelectronics N.V.’s internal control over financial reporting as of December 31,
2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (2013 framework) (the "COSO criteria"). In our
opinion, STMicroelectronics N.V. (the Company) maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) ("PCAOB"), the consolidated balance sheets of STMicroelectronics N.V. as ofDecember 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity andcash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial
statements schedule on page S-1, and our report dated February 22, 2024 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting included in theaccompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is toexpress an opinion on the Company’s internal control over financial reporting based on our audit. We are apublic accounting firm registered with the PCAOB and are required to be independent with respect to theCompany in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.

137

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing therisk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk, and performing such other procedures as we considered necessary in thecircumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.
/s/ Ernst & Young AG
Lancy - Geneva, Switzerland
February 22, 2024
Item 16.

Item 16A.

Audit Committee Financial Expert

Our Supervisory Board has concluded that Ana de Pro Gonzalo, the Chair of our Audit Committee,
qualifies as an “audit committee financial expert” as defined in Item 16A and is independent as defined in thelisting standards applicable to us as a listed issuer as required by Item 16A(2) of Form 20-F.
Item 16B.

Code of Ethics

We have adopted written standards of business conduct and ethics (“Code of Conduct”) and related
policies, which are designed to promote honest and ethical business conduct, to deter wrongdoing and to provide
principles to which our employees are expected to adhere and advocate. Our Code of Conduct is applicable to allof our employees and senior managers. We believe our Code of Conduct is effective in its mission and webelieve our employees are in compliance with the Code of Conduct. We have adapted and will amend our Codeof Conduct and related policies as appropriate to reflect regulatory or other changes. Our Code of Conduct
provides that if any employee or senior manager to whom it applies acts in contravention of the principles set
forth therein, we will take appropriate steps in terms of the procedures in place for fair disciplinary action. Thisaction may, in cases of severe breaches, include dismissal. Our Code of Conduct is available on our website in
the Corporate Governance section, at https://www.st.com/content/st_com/en/about/st_company_information/code-of-conduct.html.
Item 16C.

Principal Accountant Fees and Services

Our independent external auditors are elected at the AGM. At our AGM held in May 2015, Ernst &Young was first appointed as our independent external auditor for the 2016-2019 fiscal years. At our AGM heldon June 17, 2020, our shareholders re-appointed Ernst & Young as our independent external auditor for the138

2020-2023 fiscal years. The Supervisory Board will propose that Ernst & Young be re-appointed as our
independent external auditor for the 2024-2025 fiscal years at our 2024 AGM. The following table presents theaggregate fees for professional audit services and other services rendered to us by Ernst & Young in 2023 and2022.
In thousand of U.S. dollars

Audit Fees
Audits of consolidated and statutory financial
statements
Audit-Related Fees
Non-audit FeesTax Fees
All Other Fees
Total

2023

Percentage ofTotal Fees

2022

Percentage ofTotal Fees

$
$

4,926
546

90.0 % $10.0 % $

4,951
211

95.2 %
4.1 %

$
$
$

—
—
5,472

— % $
— % $
100.0 % $

38
—
5,200

0.7 %
100.0%

Audit Fees consist of fees billed for the annual audit of our Company’s Consolidated Financial
Statements, the statutory audit of the financial statements of the Company’s subsidiaries and consultations oncomplex accounting issues relating to the annual audit. Audit Fees also include services that only our
independent external auditor can reasonably provide, such as comfort letters and carve-out audits in connection
with strategic transactions.
Audit-related services are assurance and related fees consisting of the audit of employee benefit plans,due diligence services related to acquisitions and certain agreed-upon procedures.
Tax Fees include fees billed for tax compliance services, including the preparation of original andamended tax returns and claims for refund; tax consultations, such as assistance in connection with tax audits
and expatriate tax compliance.
Audit Committee Pre-approval Policies and Procedures
Our Audit Committee is responsible for selecting the independent registered public accounting firm to be
employed by us to audit our financial statements, subject to ratification by the Supervisory Board and approval
by our shareholders for appointment. Our Audit Committee also assumes responsibility (inter alia in accordancewith Dutch law and the Dutch Corporate Governance Code) for the retention, compensation, oversight andtermination of any independent external auditor employed by us. We adopted a policy (the “Policy”), which wasapproved in advance by our Audit Committee, for the pre-approval of audit and permissible non-audit services
provided by our independent external auditors. The Policy defines those audit-related services eligible to beapproved by our Audit Committee.
All engagements with our independent external auditors, regardless of amount, must be authorized inadvance by our Audit Committee, pursuant to the Policy and its pre-approval authorization or otherwise.
The independent external auditors submit a proposal for audit-related services to our Audit Committee on
a quarterly basis in order to obtain prior authorization for the amount and scope of the services. The independent
external auditors must state in the proposal that none of the proposed services affect their independence. The
proposal must be endorsed by the office of our Chief Financial Officer with an explanation of why the service isneeded and the reason for sourcing it to the audit firm and validation of the amount of fees requested.
We do not intend to retain our independent external auditors for permissible non-audit services other thanby exception and within a limited amount of fees, and the Policy provides that such services must be explicitly
authorized by our Audit Committee.
The Chief Audit and Risk Executive is responsible for monitoring that the actual fees are complying withthe pre-approval amount and scope authorized by our Audit Committee. During 2023, all services provided to us
by Ernst & Young were approved by our Audit Committee pursuant to paragraph (c)(7)(i) of Rule 2-01 ofRegulation S-X.

139

Item 16D.

Exemptions from the Listing Standards for Audit Committees

Not applicable.
Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On July 1, 2021, we announced the launch of a share buy-back program of up to $1,040 million to be
executed within a 3-year period. We intend to carry out the buy-back program, and hold the shares bought backas treasury stock for the purpose of meeting our obligations in relation to our employee stock award plans and tosupport the potential settlement of our outstanding convertible debt.

Total
Number of
Securities
Purchased

Period2023-01-01 to 2023-01-31
2023-02-01 to 2023-02-28
2023-03-01 to 2023-03-31
2023-04-01 to 2023-04-30
2023-05-01 to 2023-05-31
2023-06-01 to 2023-06-30
2023-07-01 to 2023-07-31
2023-08-01 to 2023-08-31
2023-09-01 to 2023-09-30
2023-10-01 to 2023-10-31
2023-11-01 to 2023-11-30
2023-12-01 to 2023-12-31

749,642
561,114593,502909,865
999,467—
519,233
883,934
391,913985,384
481,938
520,990

Average
Price
Paid perSecurity
€

37.79
45.38
45.52
44.39
39.46
—
45.65
43.99
42.40
39.35
39.35
44.79

Total
Number of
Securities
Purchased
as Part of
Publicly
Announced
Programs

Maximum
Numberof Securities
that may be
Purchased
Under thePrograms

13,938,970
14,500,084
15,093,586
16,003,451
17,002,918
17,002,918
17,522,151
18,406,085
18,797,998
19,783,382
20,265,320
20,786,310

28,500,000
28,500,000
28,500,000
28,500,000
28,500,000
28,500,000
28,500,000
28,500,000
28,500,000
28,500,000
28,500,000
28,500,000

As of December 31, 2023, we held 8,510,839 of our common shares in treasury stock pursuant torepurchases made in prior years.
Item 16F.

Change in Registrant’s Certifying Accountant

Not applicable.
Item 16G.

Corporate Governance

As we have common shares listed on the NYSE, pursuant to SEC and NYSE rules, in this Item 16G weprovide a concise summary of any significant ways in which our corporate governance practices differ fromthose followed by U.S. companies under NYSE listing standards.
As a Dutch company, we are subject to the Dutch Corporate Governance Code. We have summarized ourpolicies and practices in the field of corporate governance in our Corporate Governance Charter, including ourcorporate organization, the remuneration principles which apply to our Managing and Supervisory Boards, ourinformation policy and our corporate policies relating to business ethics and conflicts of interests. We arecommitted to informing our shareholders of any significant changes in our corporate governance policies andpractices at our AGM. Along with our Supervisory Board charter (which also includes the charters of our
Supervisory Board Committees) and our Code of Conduct, the current version of our Corporate Governance
Charter is posted on our website (www.st.com), and these documents are available in print to any shareholder
who may request them.
Below is a description of the significant ways our corporate governance practices as a Dutch company
differ from those followed by U.S. companies listed on the NYSE:

140

•

Because we are a Dutch company, the Audit Committee is an advisory committee to theSupervisory Board, which reports to the Supervisory Board, and our general meeting ofshareholders appoints our statutory auditors. Our Audit Committee has established a charter
outlining its duties and responsibilities with respect to, among others, the monitoring of our
accounting, auditing, financial reporting and the appointment, retention and oversight of ourexternal auditors. In addition, our Audit Committee has established procedures for the receipt,
retention and treatment of complaints regarding accounting, internal accounting controls or auditing
matters, and the confidential anonymous submission by our employees regarding questionableaccounting or auditing matters.

•

Pursuant to our Supervisory Board charter, the Supervisory Board is responsible for handling anddeciding on potential reported conflicts of interests between the Company and members of theSupervisory Board, as well as the Managing Board. See “Item 7. Major Shareholders and Related
Party Transactions”.

•

Our Supervisory Board is carefully selected based upon the combined experience and expertise ofits members. In fulfilling their duties under Dutch law, Supervisory Board members shall be guided
by the interests of our Company and its business, and it shall take into account the relevant interestsof all of our stakeholders (including our shareholders) and must act independently in theirsupervision of our management. Our Supervisory Board has adopted criteria to assess theindependence of its members in accordance with corporate governance listing standards of the
NYSE. Our Supervisory Board has on various occasions discussed Dutch corporate governancestandards, the implementing rules and corporate governance standards of the SEC and of the NYSE,
as well as other corporate governance standards. The Supervisory Board has determined, based on
the evaluations by an ad hoc committee, the following independence criteria for its members:
Supervisory Board members must not have any material relationship with STMicroelectronics
N.V., or any of our consolidated subsidiaries, or our management. A “material relationship” caninclude commercial, industrial, banking, consulting, legal, accounting, charitable and familial
relationships, among others, but does not include a relationship with direct or indirect shareholders.

We believe we are fully compliant with all material NYSE corporate governance standards, to the extent
possible for a Dutch company listed on Euronext Paris, Borsa Italiana, as well as the NYSE.
Our consistent commitment to good corporate governance principles is evidenced by:•

Our corporate organization under Dutch law that entrusts our management to a Managing Board
acting under the supervision and control of a Supervisory Board totally independent from theManaging Board. Members of our Managing Board and of our Supervisory Board are appointed anddismissed by our shareholders;•

Our early adoption of policies on important issues such as business ethics, anti-corruption andconflicts of interest and strict policies to comply with applicable regulatory requirements concerning
financial reporting, insider trading and public disclosures;•

Our compliance with Dutch securities laws, because we are a company incorporated under the lawsof The Netherlands, as well as our compliance with American, French and Italian securities laws, asapplicable, because our shares are listed in these jurisdictions, in addition to our compliance withthe corporate, social and financial laws applicable to our subsidiaries in the countries in which we
do business;•

Our broad-based activities in the field of corporate social responsibility, encompassing
environmental, social, health, safety, educational and other related issues including our corporate
governance statement which evidences our policy objectives with respect to diversity as well as theresults of implementing our diversity policy for the year ended December 31, 2023;•

Our implementation of an ethics hotline (operated by an independent third-party). We encourage
everyone, including external business partners, to express, in good faith, any concerns they might
have regarding possible violations of our Code of Conduct, the Company’s policies, or the law
through, amongst other things, our Code of Conduct, dedicated intranet web pages and our ST

141

Integrity App. Our 'speak-up' policy is communicated to all employees and includes an independent
multilingual ethics hotline;•

Our Corporate Ethics Committee and Local Ethics Committees, whose mandate is to provide
support to our management in its efforts to foster a business ethics culture consistent across regions,functions and organizations;•

Our Chief Compliance Officer, who reports to our Chief Executive Officer, also acts as Executive
Secretary to our Supervisory Board; and•Our Executive Vice President, Chief Audit and Risk Executive, who reports directly to our Audit
Committee for Corporate Audit activities and directly to the Chief Financial Officer for Enterprise
Risk Management and Resilience (business continuity and crisis management) are also, in
conjunction with the Chief Compliance Officer, responsible for the management of the ethics
hotline.

No member of the Supervisory Board or Managing Board has been (i) subject to any convictions inrelation to fraudulent offenses during the five years preceding the date of this Form 20-F, (ii) no member has
been associated with any company in bankruptcy, receivership or liquidation in the capacity of member of theadministrative, management or supervisory body, partner with unlimited liability, founder or senior manager inthe five years preceding the date of this Form 20-F or (iii) subject to any official public incrimination and/or
sanction by statutory or regulatory authorities (including professional bodies) or disqualified by a court fromacting as a member of the administrative, management or supervisory bodies of any issuer or from acting in the
management or conduct of the affairs of any issuer during the five years preceding the date of this Form 20-F.
Item 16H.

Mine Safety Disclosure

Not applicable.
Item 16I.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
Item 16J.

Insider Trading Policies

Not applicable. We will be required to comply with disclosure requirements under this item 16J for the
fiscal year ending on December 31, 2024.
Item 16K.

Cybersecurity

As a company operating globally in the semiconductor market, we are exposed to risks, including
cybersecurity risks. As of December 31, 2023, we are not aware of any previous cybersecurity incidents thathave materially affected or are reasonably likely to materially affect our service, systems or business, however,for a full description of our risk factors, please refer to “Item 3. Key Information - Risk Factors”.
Our overall risk approach is managed by our Chief Audit & Risk Executive, Mr. Franck Freymond, under
the direct responsibility of our Managing Board and the oversight of our Supervisory Board.
Our embedded approach to enterprise risk management (“ERM”) is formalized in a specific policy and isaligned with ISO 31000 (Risk Management). This enables us to:•

set and enable our Company strategy, manage our performance, and capitalize on opportunities; and•systematically identify, evaluate and treat specific risk scenarios.

142Our ERM improvement roadmap includes, in particular, deploying our risk framework which is based on
the following principles:•taking into consideration the interests of our stakeholders;•

addressing uncertainty explicitly;•

pragmatic and tailored to us;•

integral part of our processes and decision-making;•proactive, structured, dynamic, iterative and responsive to change; and•based on the best available information.
Our risk governance, including our governance of cybersecurity risks, is described in the following chart:

Risk owners (members of our Senior Management) are appointed for each priority risk area to develop
risk response plans, adapt to changing external conditions and enhance monitoring capabilities. The risk
response plans are regularly reviewed by our Executive Committee and periodically discussed with our
Supervisory Board and Audit Committee.

143

The embedded ERM process takes a holistic view, combining both company-wide top-down and bottomup perspectives, to ensure that specific risk scenarios are addressed at the right level. The process is
implemented as described in the following chart:

As part of the overall risk framework, we have also designed and implemented a dedicated resilience
framework which provides a consistent approach to address risks of potential disruptions of our resources,
including potential cybersecurity-attacks. In 2023, we continued to enhance a company-specific methodology
underpinning a global dashboard: a range of relevant indicators based on internal or external standards, covering
dimensions such as exposure to natural hazards, loss prevention characteristics, facilities robustness, equipment
modernization and redundancy, IT infrastructure quality and cyber protection. For every significant site, thoseindicators are compiled in our “site resilience index”, which is updated on a quarterly basis. Annually, sitemanagement teams prepare and update a site improvement plan accordingly.
Cybersecurity risk management is an integral part of the overarching risk framework and seeks to identify
and address fast-evolving cybersecurity threats. The management of cybersecurity risks are governed by the
Executive Committee and receives regular oversight from the Audit Committee as a standing item. Please see“Item 6. Directors, Senior Management and Employees” for a description of the biographies of our Executive
Committee and Audit Committee members.
We have a specialized Information Security team within the wider Digital Transformation andInformation Technology team of the Company. The Information Security team covers the following:•

program definition and steering;•framework, which include third-party security;•awareness and training campaigns;•

architecture and engineering;•business applications;•

R&D solutions;

144

•

manufacturing and industrial solutions;•

IT infrastructures;•information security operations (risk-based vulnerability management, privileged access management);and•detection and reactions to information security incidents, as part of the wider crisis management
process.

In particular, within our Information Security team, the Cyber Security Incident Response Team monitor
on a continuous basis the evolving cyber threats, and detect and analyze incidents. Based on their initialassessments, any significant risk is escalated and would, if required, trigger the assembly of a Corporate Crisis
Team ("CCT"). This CCT would lead the Company response (e.g. containment, forensic investigation, system
restoration, and any associated business impact). The CCT would periodically inform the Executive Committeeof any developments, and the Executive Committee would in-turn keep the Audit Committee and Supervisory
Board informed.
In addition, we have recently created a Third-Party Management function within our procurement
department, which will take into consideration cybersecurity risks in the overall management of third parties.
The maturity of our overall risk framework design and implementation, of which includes cybersecurity
risks, is periodically audited by a leading independent organization. This was last performed in 2022, confirminga significant improvement in maturity compared to the previous such audit performed in 2017. In 2023,
additional audits by a leading independent organization were completed and focused on the following specificareas:•

Maturity assessment of the design and implementation of our resilience framework, confirming its
current level of maturity;•

Dedicated review of our cyber crisis playbook.

In addition, we have been ISO 22301 (Security and Resilience) certified since 2016. Throughout 2023,
our continuous improvements have been subjected to both internal audits and external surveillance audits fromthe certification body. We have also been certified ISO SAE 21434 (Road Vehicles – Cybersecurity
Engineering) since 2022 confirming that we established a certified management system and governance whichmeets and complies with the requirements of the automotive industry in the field of cyber security process
management within product development phases.

145

PART III
Item 17.

Financial Statements

Not applicable.
Item 18.

Financial Statements
Page

Financial Statements:
Report of Independent Registered Public Accounting Firm for the Years Ended December 31, 2023
and 2022 (PCAOB ID:1460) .....................................................................................................................
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 ..............
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022
and 2021 .....................................................................................................................................................
Consolidated Balance Sheets as of December 31, 2023 and 2022 ............................................................
Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022 and 2021 .................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021.........
Notes to the Consolidated Financial Statements ........................................................................................
Financial Statement Schedule:
For each of the three years in the period ended December 31, 2023, 2022 and 2021 Schedule II
Valuation and Qualifying Accounts ...........................................................................................................

Item 19.
2.3
8.1
12.1

12.2

13.1

15.1
97.1
101
104

F-1
F-3
F-4
F-5
F-6
F-7
F-8

S-1

Exhibits

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (the“Exchange Act”)
Subsidiaries of the Company
Certification of Jean-Marc Chery, President and Chief Executive Officer and Sole Member of theManaging Board of STMicroelectronics N.V., pursuant to Section 302 of the Sarbanes-Oxley Act of2002
Certification of Lorenzo Grandi, President, Finance, Purchasing, Enterprise Risk Management (ERM)
and Resilience and Chief Financial Officer of STMicroelectronics N.V., pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Jean-Marc Chery, President and Chief Executive Officer and Sole Member of theManaging Board of STMicroelectronics N.V., and Lorenzo Grandi, President, Finance, Purchasing,
Enterprise Risk Management (ERM) and Resilience and Chief Financial Officer of STMicroelectronics
N.V., pursuant to 18 U.S.C. §1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2Consent of Independent Registered Public Accounting Firm
Statement of Compliance with Section 303A.14 of the New York Stock Exchange Listed Company
Manual regarding recovery of erroneously awarded compensation
Inline Interactive Data FileCover Page Interactive Data File (embedded within the Inline XBRL document)

146

CERTAIN TERMS
ASD
ASIC

application-specific discrete technology
application-specific integrated circuit

ASSP
BCD

application-specific standard productbipolar, CMOS and DMOS process technology

Bi-CMOSCMOS

bipolar and CMOS process technology
complementary metal-on silicon oxide semiconductor

DMOS
DRAMs

diffused metal-on silicon oxide semiconductor
dynamic random access memory

EEPROM
EMAS
EMS
EWS

electrically erasable programmable read-only memory
Eco-Management and Audit Scheme, the voluntary European Community scheme forcompanies performing industrial activities for the evaluation and improvement of environmental
performanceelectronics manufacturing services
electrical wafer sorting

FD-SOI
GaN
GNSS
GPS
HID
IC
IGBT
IP
IPAD
ISO
LED
LoRa
LPWANs
MASK WORK
MEMS
MOS

fully depleted silicon-on-insulator
gallium nitride
Global Navigation Satellite System
global positioning system
high-intensity discharge
integrated circuit
insulated gate bipolar transistors
intellectual property
integrated passive and active devices
International Organization for Standardization
light-emitting diodelong range low-power wide-area network modulation techniquelow-power wide-area networks
the two- or three-dimensional layout of an integrated circuit.
micro-electro-mechanical system
metal-on silicon oxide semiconductor process technology

MOSFET
NFC
OEM
QFP
QFN
RAM
RF
SAM
SiGe
SiC
SOI
SOIC
TAM
VIPpower™

metal-on silicon oxide semiconductor field effect transistor
near field communication
original equipment manufacturer
quad-flat no-leads package
quad-flat package
random access memory
radio frequency
serviceable available market
silicon germanium
silicon carbide
silicon on insulator
small-outline integrated circuit
total available market
vertical integration power

147

SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has
duly caused and authorized the undersigned to sign this annual report on its behalf.
STMICROELECTRONICS N.V.
Date: February 22, 2024

By: /s/ Jean-Marc Chery
Jean-Marc Chery
President and Chief Executive Officer and Sole
Member of our Managing Board

148

Report of Independent Registered Public Accounting Firm
To the Supervisory Board and Stockholders of STMicroelectronics N.V.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of STMicroelectronics N.V. (the Company) asof December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income,equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes
and financial statements schedule on page S-1 (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, thefinancial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2024
expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the consolidated financial statements arefree of material misstatement, whether due to error or fraud. Our audits included performing procedures toassess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of theconsolidated financial statements that was communicated or required to be communicated to the audit
committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective or complex judgments. The communication of
the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as awhole, and we are not, by communicating the critical audit matter below, providing a separate opinion on thecritical audit matter or on the accounts or disclosures to which it relates.

F-1

Recoverability of deferred tax assets
Description of the Matter:

At December 31, 2023 the Company reports deferred tax assets of$592 million. As explained in note 2.7 to the consolidated financial
statements, the Company performs an evaluation of the likelihoodthat future taxable income will be generated in an amount sufficient
to utilize such deferred tax assets prior to their expiration, and, after
having considered positive and negative available evidence, records
a valuation allowance for any deferred tax assets when it is more
likely than not they will not be realized.
Assessing the recoverability of deferred tax assets involves
significant judgement and estimates in relation to the prospective
financial information used by management in order to assess futuretaxable income, which are dependent on the outcome of future
events.

How We Addressed the Matter
In Our Audit:

We obtained an understanding, evaluated the design and tested theoperating effectiveness of management’s controls around, among
others: the calculation of the gross amount of deferred tax assets
recorded, the preparation of the prospective financial information
used to determine the Company’s future taxable income and theassessment of valuation allowance needed for deferred tax assets notdeemed recoverable.
We involved tax professionals to assist with our procedures in
evaluating management's weighting of available positive andnegative evidence used in their assessment of the realizability ofdeferred tax assets. Among other procedures, we evaluated thetiming of the reversal of the temporary differences andmanagement’s prospective financial information used to determine
future taxable income and its consistency with current transfer
pricing policies. We compared management’s projections with theactual results of prior periods, as well as management’s
consideration of current and expected industry and economic trends.

/s/ Ernst & Young AG
We have served as the Company’s auditor since 2016.
Lancy - Geneva, Switzerland
February 22, 2024

F-2

STMicroelectronics N.V.
CONSOLIDATED STATEMENTS OF INCOME
Twelve months ended
December 31, December 31, December 31,
2023
2022
2021

In million of U.S. dollars except per share amounts

Net sales
Other revenues
Net revenues
Cost of sales
Gross profit
Selling, general and administrative expenses
Research and development expenses
Other income and expenses, net
Impairment, restructuring charges and other related closure
costs
Operating income
Interest income (expense), net
Other components of pension benefit costs
Loss on financial instruments, net
Income before income taxes and noncontrolling interest
Income tax expense
Net income
Net income attributable to noncontrolling interest
Net income attributable to parent company stockholders
Earnings per share (Basic) attributable to parent company
stockholders
Earnings per share (Diluted) attributable to parent
company stockholders

17,23947
17,286(8,999)8,287(1,631)(2,100)55

16,08345
16,128(8,493)
7,635(1,454)(1,901)
159

12,72932
12,761(7,435)
5,326(1,323)(1,723)
141

—
4,611
171
(19)
—
4,763
(541)
4,222
(11)
4,211

—
4,439
58
(11)
—
4,486
(520)
3,966
(6)
3,960

(2)
2,419
(29)
(10)
(43)
2,337
(331)
2,006
(6)
2,000

4.66

4.37

2.21

4.46

4.19

2.16

The accompanying notes are an integral part of these audited consolidated financial statements

F-3

STMicroelectronics N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Twelve months ended
December
December
December
31,
31,
31,
2023
2022
2021

In million of U.S. dollars

Net income
Other comprehensive income (loss), net of tax

4,222

3,966

2,006

33

(108)

(79)

(5)
28

170
62

(16)
(95)

5

(14)

(1)

—

—

—

5

(14)

(1)

Defined benefit plans:
Actuarial gains/(losses) arising during the period
Amortization of actuarial gains losses included in net income
Total change in unrealized gains/losses on defined benefit plans

(19)
6
(13)

62
3
65

52
6
58

Change in foreign currency translation

133

(148)

(189)

153
4,375

(35)
3,931

(227)
1,779

11

7

6

4,364

3,924

1,773

Derivative instruments:
Change in fair value of cash-flow hedge
Reclassification for net (gains)/losses realized and included in net
incomeTotal change in unrealized gains/losses on cash-flow hedge
Available-for-sale debt securities:
Change in fair value of available-for-sale debt securities
Reclassification for net (gains)/losses realized and included in net
incomeTotal change in unrealized gains/losses on available-for sale debt
securities

Other comprehensive income (loss), net of tax
Total comprehensive income
Less: comprehensive income (loss) attributable tononcontrolling interest
Total comprehensive income attributable to the Company's
stockholders

The accompanying notes are an integral part of these audited consolidated financial statements

F-4

STMicroelectronics N.V.
CONSOLIDATED BALANCE SHEETSIn million of U.S. dollars, except share amounts
ASSETS
Current assets:
Cash and cash equivalents
Short-term deposits
Marketable securities
Trade accounts receivable, net
Inventories
Other current assets
Total current assets
Goodwill
Other intangible assets, net
Property, plant and equipment, net
Non-current deferred tax assets
Long-term investments
Other non-current assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:
Short-term debt
Trade accounts payable
Other payables and accrued liabilities
Dividends payable to stockholders
Accrued income tax
Total current liabilities
Long-term debt
Post-employment benefit obligations
Long-term deferred tax liabilities
Other long-term liabilities
Total liabilities
Commitment and contingencies
Stockholders' 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, 902,771,081 shares outstanding as of December 31,
2023)
Additional paid-in-capital
Retained earnings
Accumulated other comprehensive income
Treasury stock
Total parent company stockholders' equity
Noncontrolling interest
Total stockholders' equity
Total liabilities and stockholders' equity

December 31,

December 31,

2023

2022

3,222
1,226
1,635
1,731
2,698
1,295
11,807303
367
10,554592
22
808
24,453

3,258
581
679
1,970
2,583
734
9,805
297
405
8,201
602
11
661
19,982

217
1,856
1,525
54
78
3,730
2,710
372
54
735
7,601

175
2,122
1,385
60
95
3,837
2,542
331
60
454
7,224

1,157
2,866
12,470613(377)
16,729123
16,852
24,453

1,157
2,631
8,713
460
(268)
12,69365
12,75819,982

The accompanying notes are an integral part of these audited consolidated financial statements

F-5

STMicroelectronics N.V.
CONSOLIDATED STATEMENTS OF EQUITY
Accumulated
Other
CommonAdditional
Paid-In

Treasury

Retained

Comprehensive

Noncontrolli
ng

Total

In million of U.S. dollars, except per share amounts

Stock

CapitalStock

Earnings

Income (Loss)

Interest

EquityBalance as of December 31, 2020
Repurchase of common stock
Settlement of senior convertible bonds

1,157

3,062

(93)
(485)
220
158

3,599

723

(750)
221

Stock-based compensation expense
Comprehensive income (loss):
Net income
Other comprehensive income (loss), netof taxComprehensive income

8,506
(485)
(530)
221

6

2,006

(158)
2,000
(227)

Dividends, $0.24 per share

Balance as of December 31, 2021
Repurchase of common stock
Transition effect of update in accounting
standard
Stock-based compensation expense
Comprehensive income (loss):
Net income
Other comprehensive income (loss), netof taxComprehensive income
Dividends to noncontrolling interest
Dividends, $0.24 per share
Balance as of December 31, 2022
Capital contribution from noncontrollinginterest
Repurchase of common stock
Stock-based compensation expense
Comprehensive income (loss):
Net income
Other comprehensive income (loss),
net of tax
Comprehensive income
Dividends to noncontrolling interest
Dividends, $0.24 per share
Balance as of December 31, 2023

58

1,157

2,533

(117)
215

(200)
(346)

278

(218)
5,223

496

25
(278)

(92)
215

3,960

6
(36)

1,157

2,631

(268)

235

(346)
237

64

(217)
8,713

460

(35)
3,931
(6)
(6)
(217)
65 12,758

(237)

1

52
(346)
236

4,211

11

4,222

153

2,866

(217)
(377) 12,470613

The accompanying notes are an integral part of these audited consolidated financial statements

F-6

3,966

1

52

1,157

(227)
1,779
(218)
9,273
(346)

153
4,375
(6)
(6)
(217)
123 16,852

STMicroelectronics N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Twelve Months Ended
In million of U.S. dollars

Cash flows from operating activities:
Net income
Items to reconcile net income and cash flows fromoperating activities:

December 31,

December 31,

December 31,

2023

2022

2021

4,222

3,966

2,006

1,561

1,216

1,045

1
—
—
236
(125)
19

1
—
—
215
(69)
3

36
(40)
43
221
(153)
45

—

—

2

Trade receivables, net
Inventories
Trade payables
Other assets and liabilities, net
Net cash from operating activities
Cash flows used in investing activities:

229
(72)
(238)
159
5,992

(231)
(650)
240
511
5,202

(307)
(188)
95
255
3,060

Payment for purchase of tangible assets
Proceeds from capital grants and other contributions
Proceeds from sale of tangible assets
Payment for purchase of marketable securities
Proceeds from matured marketable securities
Net proceeds from (investment in) short-term deposits
Payment for purchase of intangible assets
Payment for purchase of financial assets
Proceeds from sale of financial assets
Net cash used in investing activities
Cash flows from (used in) financing activities:(4,439)320
8(1,653)
750
(645)
(97)
(10)
—
(5,766)(3,549)
21
4
(687)
—
(293)
(87)
—
—
(4,591)(1,840)
10
2
—
132
290
(97)
(17)
2
(1,518)

329
—
(169)
(346)
(223)
(6)
52
152
(54)
—
(2)
(267)
5
(36)
3,258
3,222

200
—
(134)
(346)
(212)
(6)
—
—
(44)
(25)
—
(567)
(11)
33
3,225
3,258

788
(1,223)
(134)
(485)
(205)
(6)
—
—
(49)
—
—
(1,314)
(9)
219
3,006
3,225

31
489

2
416

2
279

Depreciation and amortization
Interest and amortization of issuance costs on convertible
bondsInterest on settled convertible bonds
Loss on financial instruments, net
Non-cash stock-based compensation
Other non-cash items
Deferred income tax
Impairment, restructuring charges and other related closure
costs, net of cash payments
Changes in assets and liabilities:

Proceeds from long-term debt
Repayment of issued convertible bonds
Repayment of long-term debt
Repurchase of common stock
Dividends paid to stockholders
Dividends paid to noncontrolling interest
Proceeds from noncontrolling interest
Proceeds from advances on capital grants
Payment for withholding tax on vested shares
Payment for deferred consideration on business acquisitions
Other financing activities
Net cash used in financing activities
Effect of changes in exchange rates
Net cash increase (decrease)
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
Supplemental cash information:
Interest paid
Income tax paid

The accompanying notes are an integral part of these audited consolidated financial statements

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In millions of U.S. dollars, except share and per-share amounts)
1.

THE COMPANY

STMicroelectronics N.V. (the “Company”) is registered in the Netherlands with its corporate legal seat inAmsterdam, the Netherlands, and its corporate headquarters located in Geneva, Switzerland.
The Company is a global semiconductor company that designs, develops, manufactures and markets a broad
range of products, including discrete and general purpose components, application-specific integrated circuits(“ASICs”), full-custom devices and semi-custom devices and application-specific standard products (“ASSPs”)
for analog, digital and mixed-signal applications. In addition, the Company participates in the manufacturing
value chain of smartcard products, which includes the production and sale of both silicon chips and smartcards.

2.

ACCOUNTING POLICIESThe accounting policies of the Company conform to accounting principles generally accepted in the UnitedStates of America (“U.S. GAAP”). All balances and values in the current and prior periods are in millions of
U.S. dollars, except share and per-share amounts. Under Article 35 of the Company’s Articles of Association,
the financial year extends from January 1 to December 31, which is the period-end of each fiscal year.
2.1 Basis of presentation and consolidation
The Company's consolidated financial statements include the assets, liabilities, results of operations and cash
flows of its wholly-owned and majority-owned subsidiaries, after elimination of intercompany transactions andbalances. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They
are deconsolidated from the date that control ceases.
The Company assesses each investment in equity securities to determine whether the investee is a Variable
Interest Entity (“VIE”). The Company consolidates the VIEs for which the Company is determined to be theprimary beneficiary. The primary beneficiary of a VIE is the party that: (i) has the power to direct the mostsignificant activities of the VIE and (ii) is obligated to absorb losses or has the rights to receive returns thatwould be considered significant to the VIE.
When the Company owns some, but not all, of the voting stock of a consolidated entity, the shares held by third
parties represent a noncontrolling interest. The consolidated financial statements are prepared based on the total
amount of assets and liabilities and income and expenses of the consolidated subsidiaries. However, the portionof these items that does not belong to the Company’s shareholders is reported in the line “Noncontrollinginterest” of the consolidated financial statements.
2.2 Use of estimates
The preparation of consolidated financial statements in accordance with U.S. GAAP requires management tomake estimates and assumptions. The primary areas that require significant estimates and judgments bymanagement include, but are not limited to:•sales allowances for discounts, price protection, product returns and other rebates,•

inventory obsolescence reserves and normal manufacturing capacity thresholds to determine costs
capitalized in inventory,•

recognition and measurement of loss contingencies,•

valuation at fair value of assets acquired and liabilities assumed on business acquisitions, andmeasurement of any contingent consideration,

F-8

•

annual and trigger-based impairment review of goodwill and intangible assets, as well as theassessment of events which could trigger impairment testing on tangible assets,•

assessment of the Company’s long-lived assets economic useful lives,•

assumptions used in measuring expected credit losses and impairment charges on financial assets,•

assumptions used in assessing the number of awards expected to vest on stock-based compensationplans,•

assumptions used in calculating net defined pension benefit obligations and other long-term
employee benefits,•determination of the amount of tax expected to be paid and tax benefit expected to be received,
including deferred income tax assets, valuation allowance and provisions for uncertain tax positions
and claims.

The Company bases the estimates and assumptions on historical experience and on various other factors such as
market trends, market information used by market participants and the latest available business plans that it
believes to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. While the Company regularly evaluates its estimates andassumptions, the actual results experienced by the Company could differ materially and adversely from thoseestimates.
2.3 Foreign currency
The U.S. dollar is the reporting currency of the Company. The U.S. dollar is the currency of the primaryeconomic environment in which the Company operates since the worldwide semiconductor industry uses the
U.S. dollar as a currency of reference for actual pricing in the market. Furthermore, the majority of theCompany’s transactions are denominated in U.S. dollars, and revenues from external sales in U.S. dollars
largely exceed revenues in any other currency. However, certain significant costs are incurred in the countries of
the Eurozone and other non-U.S. dollar currency areas.
The functional currency of each subsidiary of the Company is either the local currency or the U.S. dollar,
depending on the basis of the economic environment in which each subsidiary operates. Foreign currencytransactions, including operations in local currency when the U.S. dollar is the functional currency, are measured
into the functional currency using the prevailing exchange rate. Foreign exchange gains and losses resulting
from the re-measurement at reporting date of monetary assets and liabilities denominated in currencies otherthan the functional currency are recognized in the line “Other income and expenses, net” of the consolidated
statements of income.
For consolidation purposes, the results and financial position of the subsidiaries whose functional currency isdifferent from the U.S. dollar are translated into the reporting currency as follows:(a)assets and liabilities for each consolidated balance sheet presented are translated into U.S. dollars
using exchange rates at the balance sheet dates;(b)

income and expenses for each consolidated statement of income presented are translated into U.S
dollars using the monthly exchange rates;(c)the resulting exchange differences are reported as Currency Translation Adjustments (“CTA”), a
component of “Other comprehensive income (loss)” in the consolidated statements ofcomprehensive income.

F-9

2.4 Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with external financial institutions andother short-term highly liquid investments with effective maturities of three months or less. They are both
readily convertible to known amounts of cash and so near their maturity that they present insignificant risk ofchanges in value because of changes in interest rates.
Short-term deposits representing cash equivalents with maturity beyond three months and below one year arereported as current assets in the line “Short-term deposits” of the consolidated balance sheets.
2.5 Trade accounts receivable
Trade accounts receivable are amounts due from customers for goods sold and services rendered to third parties
in the ordinary course of business. The Company uses a lifetime expected losses allowance for all tradereceivables. The allowance includes reasonable assumptions about future credit trends. The historical loss rates
are adjusted to reflect current and forward-looking information on macro-economic factors affecting the abilityof the Company’s customers to settle the receivables. Adjustments to the expected credit losses allowance arereported on the line “Selling, general and administrative expenses” in the consolidated statements of income andwrite-offs, if any, are recorded against the expected credit losses allowance.
In the event of transfers of receivables such as factoring, the Company derecognizes the receivables only to theextent that the Company has surrendered control over the receivables in exchange for a consideration other thanbeneficial interest in the transferred receivables.
2.6 Inventories
Inventories are stated at the lower of cost and net realizable value. Actual cost is based on an adjusted standard
cost, which approximates cost on a first-in, first-out basis for all categories of inventory (raw materials, work-inprocess, finished products). Actual cost is therefore dependent on the Company’s manufacturing performanceand is based on the normal utilization of its production capacity. In case of underutilization of manufacturing
facilities, the costs associated with unused capacity are not included in the valuation of inventories but charged
directly to cost of sales. Net realizable value is based upon the estimated selling prices in the ordinary course ofbusiness, less reasonably predictable costs of completion, disposal and transportation.
Inventory reserve is estimated for excess uncommitted inventory based on historical sales data, order backlog
and production plans. The Company performs, on a continuous basis, write-offs of inventories, which have thecharacteristics of slow-moving, old production dates and technical obsolescence. The Company evaluates its
inventory to identify obsolete or slow-selling items, as well as inventory that is not of saleable quality andrecords a specific reserve if the Company estimates the inventory will eventually be written off.
2.7 Income taxes
Income tax for the period comprises current and deferred income tax. Income tax expense represents the income
tax expected to be paid related to the current year taxable profit in each tax jurisdiction. Deferred income tax isrecognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying
amount in the consolidated financial statements. Deferred tax assets are also recognized on temporary
differences arising from tax losses carried forward and tax credits. Deferred tax liabilities are not recognized on
the initial recognition of goodwill as a result of a business combination. Deferred income tax is determinedusing tax rates and laws that are enacted at the balance sheet date and are expected to apply when the related
deferred income tax asset is realized or the deferred income tax liability is settled. The effect on deferred tax
assets and liabilities from changes in tax laws and tax rates is recognized on the line “Income tax expense” in the
consolidated statements of income in the period in which the law is enacted. Deferred income tax assets arerecognized in full but the Company assesses whether future taxable profit will be available against which
temporary differences can be utilized. A valuation allowance is provided for deferred tax assets whenmanagement considers it is more likely than not that they will not be realized.
The Company recognizes a deferred tax liability on undistributed earnings of subsidiaries when there is apresumption that taxable earnings will be remitted to the parent. A deferred tax asset is recognized on

F-10

compensation for the grant of stock awards to the extent that such charge constitutes a temporary difference inthe subsidiaries’ local tax jurisdictions. Changes in the stock price do not result in any adjustments to thedeferred tax asset prior to vesting.
At each reporting date, the Company assesses all significant income tax positions in all tax jurisdictions todetermine any uncertain tax positions. The Company uses a two-step process for the evaluation of uncertain tax
positions. The first step consists in assessing whether the tax benefit must be recognized. The second step
consists in measuring the amount of tax benefit to be recognized on each uncertain tax position. In step 1(recognition), the Company assesses whether a tax position, based solely on its technical merits, is more likely
than not to be sustained upon examination. Only tax positions with a sustainability threshold higher than 50%
are recognized. In Step 2 (measurement), the Company determines the amount of recognizable tax benefit. The
measurement methodology is based on a “cumulative probability” approach, resulting in the recognition of thelargest amount that is greater than 50% likely of being realized upon settlement with the taxing authority. The
Company accrues for interest and penalties on uncertain tax liabilities reported on the consolidated balance
sheets. Interests and penalties are classified as components of income tax expense in the consolidated statements
of income.
2.8 Business combinations and goodwill
The acquisition method of accounting is applied to all business combinations. The identifiable assets acquired,liabilities assumed, and equity instruments issued are measured at acquisition date fair value. Any contingent
consideration is recorded at acquisition date fair value and remeasured at each reporting date. Acquisitionrelated transaction costs and restructuring costs related to the acquired business are expensed as incurred.
Acquired in-process research and development (“IPR&D”) is capitalized and recorded as an intangible asset atacquisition date, subject to impairment testing until the research or development is completed. The excess of theconsideration transferred over the acquisition-date fair value of the identifiable assets acquired and liabilities
assumed, net of related deferred tax impacts, is recorded as goodwill. In case of a bargain purchase, theCompany reassesses whether it has correctly identified all of the assets acquired and all of the liabilities
assumed, the noncontrolling interest in the acquiree, if any, the Company’s previously held equity interest in theacquiree, if any, and the consideration transferred. If after this review, a bargain purchase is still indicated, it isrecognized in earnings attributable to parent company stockholders. The purchase of additional interests in apartially owned subsidiary is treated as an equity transaction as well as all transactions concerning the sale ofsubsidiary stock or the issuance of stock by the partially owned subsidiary, assuming there is no change incontrol of the subsidiary. In the case of a sale of subsidiary shares, whereby the Company no longer maintains
control of the subsidiary, the Company recognizes a gain or loss in earnings.
Goodwill is carried at cost less accumulated impairment losses, if any. Goodwill is not amortized but is tested
for impairment at least annually, and more frequently whenever events or changes in circumstances indicate thatthe carrying amount of goodwill may not be recoverable. Goodwill subject to potential impairment is tested at
the reporting unit level. The impairment test determines whether the fair value of each reporting unit underwhich goodwill is allocated is lower than the total carrying amount of relevant net assets allocated to suchreporting unit, including its allocated goodwill. The Company records an impairment loss on goodwill when areporting unit’s carrying value exceeds its fair value. Significant management judgments and estimates are usedin forecasting the future discounted cash flows associated with the reporting unit, including: the applicableindustry’s sales volume forecast and selling price evolution, the reporting unit’s market penetration and its
revenues evolution, the market acceptance of certain new technologies and products, the relevant cost structure,
the discount rates applied using a weighted average cost of capital and the perpetuity rates used in calculating
cash flow terminal values.
2.9 Intangible assets with definite useful lives
Intangible assets subject to amortization include intangible assets purchased from third parties recorded at costand intangible assets acquired in business combinations initially recorded at fair value. Amortization begins
when the intangible asset is available for its intended use. Amortization reflects the pattern in which the asset’s
economic benefits are consumed, which usually consists in applying the straight-line method to allocate the costof the intangible assets over their estimated useful lives.
The carrying value of intangible assets with definite useful lives is evaluated whenever changes incircumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for

F-11

the amount by which the asset’s carrying amount exceeds its fair value. The Company evaluates the remaining
useful life of an intangible asset at each reporting date to determine whether events and circumstances warrant arevision to the remaining period of amortization.
Technologies and licenses
Separately acquired technologies and licenses are recorded at historical cost. Technologies and licenses acquired
in a business combination are initially recognized at acquisition date fair value. Technologies and licenses havea useful life which usually ranges from 3 to 11 years and are carried at cost less accumulated amortization andimpairment losses, if any.
Computer software
Separately acquired computer software is recorded at historical cost. Costs associated with maintaining
computer software programs are expensed as incurred and reported as “Cost of sales”, “Selling, general andadministrative expenses”, or “Research and development expenses” in the consolidated statements of income
according to their intended use. The capitalization of costs for internally generated software developed by theCompany for its internal use begins when the preliminary project stage is completed and when the Company,
implicitly or explicitly, authorizes and commits to funding a computer software project. It must be probable thatthe project will be completed and will be used to perform the function intended. Amortization of computer
software begins when the software is available for its intended use and is calculated using the straight-line
method over the estimated useful life, which does not exceed 4 years.
2.10 Property, plant and equipment
Property, plant and equipment are stated at historical cost, net of accumulated depreciation and any impairment
losses. Property, plant and equipment acquired in a business combination are initially recognized at acquisition
date fair value. Major additions and improvements are capitalized, while minor replacements and repairs are
expensed and reported as “Cost of sales”, “Selling, general and administrative expenses”, or “Research anddevelopment expenses” in the consolidated statements of income according to their intended use.
Land is not depreciated. Depreciation on fixed assets is computed using the straight-line method over theirestimated useful lives, as follows:
Buildings
Facilities and leasehold improvements
Machinery and equipment
Computer and R&D equipment
Other

33 years
5-10 years
2-10 years
3-6 years
2-5 years

The Company also evaluates, and adjusts if appropriate, the assets’ useful lives.
Property, plant and equipment are periodically reviewed for impairment whenever events or changes incircumstances indicate that the carrying amount of an asset or a group of assets may not be recoverable. Several
impairment indicators exist for making this assessment, such as: restructuring plans, significant changes in thetechnology, market, economic or legal environment in which the Company operates, available evidence ofobsolescence of the asset, or indication that its economic performance is, or will be, worse than expected. In
determining the recoverability of assets to be held and used, the Company initially assesses whether the carrying
value of the tangible assets or group of assets exceeds the undiscounted cash flows associated with these assets.
If exceeded, the Company then evaluates whether an impairment charge is required by determining if the asset’s
carrying value also exceeds its fair value. This fair value is normally estimated by the Company based on
independent market appraisals or the sum of discounted future cash flows, using market assumptions such as theutilization of the Company’s fabrication facilities and the ability to upgrade such facilities, change in the selling
price and the adoption of new technologies. Any impairment loss is reported on the same income statement line
as the depreciation expense recorded on the impaired group of assets, except in case of closure of operating sites
or major restructuring plans and reorganizations. In such case, any impairment loss is reported on the line
“Impairment, restructuring charges and other related closure costs” in the consolidated statements of income.

F-12

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and areincluded in “Other income and expenses, net” in the consolidated statements of income.
The Company did not hold any significant assets held for sale as of December 31, 2023 and December 31, 2022.
2.11 Leases
A lease contract is a contract, or part of a contract, that conveys the right to control the use of an identified asset
for a period of time in exchange for consideration. If a lease is identified, classification between finance oroperating is determined at lease commencement. Most leases entered by the Company are operating leases.
Operating lease liabilities are recognized at the present value of the future lease payments at the leasecommencement date. The rate implicit in the lease should be used as a discount rate whenever that rate is readily
determinable. In most cases, this rate is not readily determinable and therefore, the Company uses its
incremental borrowing rate, which is derived from information available at the lease commencement date. The
Company considers its recent debt issuances as well as publicly available data for instruments with similar
characteristics when calculating its incremental borrowing rates. Operating lease right-of-use assets are based on
the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct
costs, and lease incentives.
Right-of-use assets are included in the line “Property, plant and equipment, net” of the consolidated balance
sheets. Operating lease liabilities due within one year are included in the line “Other payables and accrued
liabilities”, while non-current operating lease liabilities are included in the line “Other long-term liabilities” of
the Company’s consolidated balance sheets. Operating lease expenses are recognized in the consolidated
statements of income, on a straight-line basis since the lease commencement date over the lease period andreported as “Cost of sales”, “Selling, general and administrative expenses”, or “Research and development
expenses”, according to the intended use of the leased asset.
Finance lease liabilities due within one year are included in the line “Short-term debt”, while non-current
finance lease liabilities are included in the line “Long-term debt” of the Company’s consolidated balance sheets.
Right-of-use assets for finance leases are depreciated on a straight-line basis since the lease commencement dateover the lease period or the estimated useful life of the leased asset in case of transfer of ownership or purchase
option that is reasonably certain to be exercised. The depreciation expense is reported as “Cost of sales”,“Selling, general and administrative expenses”, or “Research and development expenses”, according to theintended use of the leased asset.
Certain lease contracts contain options to extend the lease. On these contracts, the Company estimates the leaseterm by including the extended duration when it is reasonably certain for the Company to exercise that option. In
addition, for short-term leases, defined as leases with a term of twelve months or less, the Company elected thepractical expedient to not recognize an associated lease liability and right-of-use asset. The short-term leaseelection is made at the commencement date only. Additionally, lease contracts with a sum of lease payments notexceeding $5,000 are excluded from recognition on the consolidated balance sheet.
The right-of-use asset is a non-monetary asset while the lease liability is a monetary liability. When accounting
for a lease that is denominated in a foreign currency, the lease liability is remeasured using the current exchange
rate, while the right-of-use asset is measured using the historical exchange rate as of the commencement date.
The Company does not separate lease and non-lease components and instead accounts for each separate lease
component and the non-lease components associated with that lease component as a single lease component.
Variable lease payments that depend on an index or a rate are included in the lease payments and are measured
using the prevailing index or rate at the measurement date. Changes to index and rate-based variable lease
payments are recognized in earnings in the period of the change.
2.12 Loss contingencies
In determining loss contingencies, the Company considers the likelihood of the incurrence of a liability as wellas the ability to reasonably estimate the amount of such loss or liability. An estimated loss from a loss
contingency is accrued when information available indicates that it is probable that a liability has been incurredat the date of the consolidated financial statements and when the amount of the loss can be reasonably estimated.

F-13

2.13 Long-term debt(a) Convertible debt
On January 1, 2022, the Company adopted the new guidance on distinguishing liabilities from equity by
applying the modified retrospective approach, with the impact upon transition recorded in retained earnings for
instruments outstanding as of the date of adoption of the new guidance. Prior to the new guidance, componentsof convertible debt instruments that may be settled in cash upon conversion based on a net-share settlement basis
were accounted for separately as long-term debt and equity when the conversion feature of the convertible bonds
constituted an embedded equity instrument. When an equity instrument was identified, proceeds from issuancewere allocated between debt and equity by measuring first the liability component and then determining theequity component as a residual amount. The liability component was measured as the fair value of a similar nonconvertible debt, which resulted in the recognition of a debt discount. In subsequent periods, the Company
amortized the debt discount through earnings in the line “Interest income (expense), net” of the consolidated
statements of income, using the effective interest method, based on the contractual maturity of the debt. The
equity component, reported on the line “Additional paid-in capital” of the consolidated statement of equity, was
not remeasured. Deferred taxes were recognized on the difference between the carrying amount of the liability
component and its tax basis. In case of conversion from the bondholders, the fair value of the considerationtransferred was allocated between the liability component and the equity component. The difference between the
carrying amount of the debt at the settlement date and the fair value of the debt component was recorded inearnings as a loss on debt extinguishment and reported in the line “Loss on financial instruments, net” of theconsolidated statements of income. The liability component was measured as the fair value of a similar nonconvertible debt prior to settlement. The reacquired equity component was recorded in equity and reported on
the line “Additional paid-in capital” of the consolidated statement of equity.
The new accounting guidance adopted on January 1, 2022 has eliminated the cash conversion model describedabove. At initial recognition, total cash proceeds received at issuance are reported as financial debt and no equity
conversion instrument is recorded separately in equity. On subsequent periods, the carrying value of theconvertible debt is incremented up to its nominal value over the amortization pattern of any unamortized debt
discount and issuance costs.
Debt issuance costs are reported as a deduction of debt. They are subsequently amortized through earnings on
the line “Interest income (expense), net” of the consolidated statements of income, using the effective interest
rate method.
(b) Bank loans
Bank loans and non-convertible senior bonds are recognized at the amount of cash proceeds received, net ofdebt issuance costs incurred. They are subsequently reported at amortized cost; any difference between theproceeds (net of debt issuance costs) and the principal amount is recognized through earnings on the line
“Interest income (expense), net” of the consolidated statements of income over the period of the borrowings
using the effective interest method.
2.14 Employee benefits(a) Pension obligations
The Company sponsors various pension schemes for its employees. These schemes conform to local regulations
and practices in the countries in which the Company operates. Such plans include both defined benefit anddefined contribution plans. For defined benefit pension plans, the liability recognized in the consolidatedbalance sheets is the present value of the defined benefit obligation at the balance sheet date less the fair value ofplan assets. The funded status of the defined benefit plans is calculated as the difference between plan assets andthe projected benefit obligations. Estimates are used in determining the assumptions incorporated in thecalculation of the pension obligations, which is supported by input from independent actuaries. Actuarial gains
and losses arising from changes in actuarial assumptions are recognized in “Accumulated other comprehensive
income (loss)” in the consolidated statements of equity and are charged or credited to earnings over theemployees’ average remaining service period using the corridor amortization method. Past service costs arerecognized in earnings on the line “Other components of pension benefit costs” of the consolidated statements ofincome if the changes to the pension scheme are not conditional on the employees remaining in service for a
specified period. Other past service costs are recognized in “Accumulated other comprehensive income (loss)”

F-14

in the consolidated statements of equity and are amortized on a straight-line basis over the average remaining
service period. The net periodic benefit cost of the year is determined based on the assumptions used at the endof the previous year.
The service cost component of net periodic benefit costs is presented in the same income statement line as other
employee compensation costs arising from services rendered during the period. The other components of the net
periodic benefit cost are presented separately, outside operating income, on the line “Other components ofpension benefit costs” of the consolidated statements of income. These elements include: interest cost; expected
return on plan assets; amortization of transition (asset) obligation; amortization of prior service cost;amortization of net (gain) loss; (gain) loss recognized due to curtailment or settlement and; cost of special
termination benefits.
For defined contribution pension plans, the Company pays contributions to publicly or privately administeredpension insurance plans on a mandatory, contractual or voluntary basis. The Company has no further payment
obligations once the contributions have been paid. The contributions are recognized as employee benefit
expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or areduction in the future payments is available.
(b) Termination benefits
Termination benefits are payable when an employee is involuntarily terminated, or whenever an employee
accepts voluntary termination in exchange for termination benefits. For the accounting treatment and timing ofrecognition of involuntary termination benefits, the Company distinguishes between one-time termination
benefit arrangements and ongoing termination benefit arrangements. A one-time termination benefit
arrangement is established by a termination plan and applies to a specified termination event. One-time
involuntary termination benefits are recognized as a liability when the termination plan meets certain criteria andhas been communicated to employees. If employees are required to render future service in order to receive
these one-time termination benefits, the liability is recognized ratably over the future service period.
Termination benefits other than one-time termination benefits are termination benefits for which thecommunication criterion is not met but that are committed to by management, or termination obligations that are
not specifically determined in a new and single plan. These termination benefits are all legal, contractual andpast practice termination obligations to be paid to employees in case of involuntary termination. Thesetermination benefits are accrued for when commitment creates a present obligation to others for the benefits
expected to be paid, when it is probable that employees will be entitled to the benefits and the amount can bereasonably estimated.
In case of special termination benefits related to voluntary redundancy programs, the Company recognizes aprovision for voluntary termination benefits at the date on which the employee irrevocably accepts the offer andthe amount can be reasonably estimated.
(c) Profit-sharing and bonus plans
The Company recognizes a liability and an expense for bonuses and profit-sharing plans when a contractual
obligation exists or when there is a past practice that has created a present obligation.
(d) Other long-term employee benefits
The Company provides long-term employee benefits such as seniority awards in certain countries. The
entitlement to these benefits is usually conditional on the employee completing a minimum service period. The
expected costs of these benefits are accrued over the period of employment. Actuarial gains and losses arisingfrom changes in actuarial assumptions are charged or credited to earnings in the period of the revised estimate.
These obligations are valued annually with the assistance of independent qualified actuaries.
(e) Share-based compensation
The Company accounts for stock-based compensation for all stock-based awards granted to senior executives
and selected employees, including awards that vest upon the satisfaction of a service condition and awards thatvest upon the satisfaction of both a service condition and a performance condition. Both equity awards vest overF-15

a three-year service period while performance-based awards also require the Company’s attainment of certain
performance conditions. The Company measures the cost of the awards based on the related grant-date fairvalue, reflecting the market price of the underlying shares at the date of the grant, reduced by the present valueof the dividends expected to be paid during the requisite service period. That cost is recognized ratably over theperiod during which an employee is required to provide service in exchange for the award. The compensation
cost is recorded through earnings with the corresponding amount reported in equity, under “Additional paid-in
capital” of the consolidated statements of equity. The compensation cost is calculated based on the number ofawards expected to vest, net of an estimated number of awards to be forfeited due to the employees failing tosatisfy the service condition or one or more performance conditions. By the end of the vesting period,
compensation is recognized only for the awards that ultimately vest.
Liabilities for the Company’s portion of payroll taxes are recognized at vesting, which is the event triggering thepayment of the social contributions in most of the Company’s local tax jurisdictions. Employee-related social
charges are measured based on the intrinsic value of the share and recorded at vesting date.
2.15 Share capital
Ordinary shares are classified as “Common stock” within equity on the consolidated balance sheets.
Incremental costs directly attributable to the issuance of new shares are shown in equity as a deduction, net oftax, from the proceeds received.
Where the Company purchases its own equity share capital (treasury stock), the consideration paid, including
any directly attributable incremental costs (net of income taxes), is deducted from parent company stockholders’equity until the shares are cancelled, reissued, or disposed of.
2.16 Comprehensive income (loss)
Comprehensive income (loss) is defined as the change in equity of a business during a period except thosechanges resulting from investment by and distributions to stockholders. In the consolidated financial statements,“Other comprehensive income (loss)” and “Accumulated other comprehensive income” primarily consists offoreign currency translation adjustments, unrealized gains (losses) on debt securities classified as available-forsale, unrealized gains (losses) on derivatives designated as cash flow hedge and the accounting for defined
benefit plans, net of tax.
2.17 Revenue recognition
Arrangements with customers are considered contracts if all the following criteria are met: (a) parties haveapproved the contract and are committed to perform their respective obligations; (b) each party’s rights
regarding the goods or services to be transferred can be identified; (c) payment terms for the goods or services tobe transferred can be identified; (d) the contract has commercial substance and (e) collectability of substantiallyall of the consideration is probable. The Company recognizes revenue from products sold to a customer,
including distributors, when it satisfies a performance obligation by transferring control over a product to thecustomer. The Company may also enter into several multi-annual capacity reservation and volume commitment
arrangements with certain customers. These agreements constitute a binding commitment for the customers topurchase and for the Company to supply allocated commitment volumes in exchange for additional
consideration. The consideration related to commitment fees is reported as revenues from sale of products as it
is usually based on delivered quantities.
In certain circumstances, the Company may enter into agreements that concern principally revenues fromservices, where the performance obligation is satisfied over time. The objective when allocating the transaction
price is to allocate the transaction price to each performance obligation (or distinct good or service) in an
amount that depicts the amount of consideration to which the Company expects to be entitled in exchange fortransferring the promised goods or services to the customer. The payment terms typically range between 30 to
90 days. Certain customers require the Company to hold inventory as consignment in their hubs and only
purchase inventory when they require it. Revenue for sales of such inventory is recognized when, at thecustomer’s option, the products are withdrawn from the consignment and the Company satisfies a performanceobligation by transferring control over a product to the customer.

F-16

Consistent with standard business practice in the semiconductor industry, price protection is granted to
distribution customers on their existing inventory of the Company’s products to compensate them for changes inmarket prices. The Company accrues a provision for price protection based on a rolling historical price trend
computed monthly as a percentage of gross distributor sales. This historical price trend represents differences inrecent months between the invoiced price and the final price to the distributor, adjusted to accommodate asignificant change in the selling price. The short outstanding inventory time, visibility into the inventory productpricing and long distributor pricing history have enabled the Company to reliably estimate price protection
provisions at period-end. The Company records the accrued amounts as a deduction of “Net sales” in the
consolidated statements of income at the time of the sale.
The Company’s customers occasionally return the Company’s products for technical reasons. The Company’s
standard terms and conditions of sale provide that if the Company determines that products do not conform, theCompany will repair or replace the non-conforming products, or issue a credit note or rebate of the purchaseprice. Quality returns are identified shortly after sale in customer quality control testing. The Company records
the accrued amounts as a deduction of “Net sales” in the consolidated statements of income, using contractualand historical information.
The Company records a provision for warranty costs as a charge against “Cost of sales” in the consolidated
statements of income, based on historical trends of warranty costs incurred as a percentage of sales, which
management has determined to be a reasonable estimate of the probable losses to be incurred for warranty
claims in a period. Any potential warranty claims are subject to the Company’s determination that the Company
is at fault for damages, and such claims must usually be submitted within a short period of time following thedate of sale. This warranty is given in lieu of all other warranties, conditions or terms expressed or implied bystatute or common law. The Company’s contractual terms and conditions typically limit its liability to the sales
value of the products which gave rise to the claims.
The Company’s insurance policy relating to product liability covers third-party physical damages and bodily
injury, indirect financial damages as well as immaterial non-consequential damages caused by defective
products.
In addition to product sales, the Company enters into arrangements with customers consisting in transferring
licenses or related to license services. The revenue generated from these arrangements are reported on the line
“Other revenues” of the consolidated statements of income.
2.18 Public funding
The Company receives funding from several governmental agencies and income is recognized when allcontractual conditions for receipt of these funds are fulfilled and eligible expenditures incurred. Such funding is
generally provided to encourage research, development and other innovation activities, industrialization
deployment and local economic development. The conditions to receive government funding may include
eligibility restrictions, approval by the local governmental authorities, annual budget appropriations, compliancewith regulations, as well as specifications regarding objectives and results. Certain specific contracts include
obligations to maintain a minimum level of employment and investment during a certain period. There could be
penalties if these objectives are not fulfilled. Other contracts contain penalties for breach of contract, which may
result in repayment obligations. Funding related to these contracts is recorded when the conditions required by
the contracts are met. The Company’s funding programs are classified under two general categories: funding for
research, development and other innovative activities, and capital investments.
Funding for research, development and innovative activities is the most common form of funding that theCompany receives. This public funding is recorded as “Other income and expenses, net” in the consolidated
statements of income. The funding is recognized ratably as the related costs are incurred once the agreementwith the respective governmental agency has been signed and all applicable conditions are met. Other
government assistance, such as funding received for industrialization deployment and local economic
development in certain regions, are reported as a deduction of cost of sales or other operating expenses
according to the nature of the underlying costs eligible to the grants.
French research tax credits (“Crédit Impôt Recherche”) and Italian research tax credits (“Credito d’Imposta
Ricerca & Sviluppo”) are deemed to be grants in substance. The French research tax credits are to be paid in
cash by the taxing authorities within three years in case they are not deducted from income tax payable during

F-17

this period of time. The Italian tax credits are compensated against payroll-related social charges. French and
Italian tax credits are reported as a reduction of “Research and development expenses” in the consolidated
statements of income.
Capital investment funding is recorded as a reduction of “Property, plant and equipment, net” on the
consolidated balance sheets when the Company has incurred the eligible capital expenditures and when allconditions for eligibility have been fulfilled. Advances from capital grants received on capital investments thathave not been incurred yet are reported as in the line "Other long-term liabilities" on the consolidated balance
sheets. Capital investment funding is recognized in the Company’s consolidated statements of income byoffsetting the depreciation charges of the funded assets during their useful lives. The Company also receives
funding, which can be recovered through the reduction of various governmental liabilities, including income tax,
value-added tax and employee-related social charges.
Funding receivables are reported as non-current assets unless cash settlement features of the receivables
evidence that collection is expected within one year. Long-term receivables that do not present any tax attributeor legal restriction are reflected in the consolidated balance sheets at their net present value when the
discounting effect is deemed to be significant.
2.19 Research and development
Research and development expenses include costs incurred by the Company, the Company’s share of costs
incurred by other research and development interest groups, and costs associated with co-development contracts.
Research and development expenses do not include marketing design center costs, which are accounted for as“Selling, general and administrative expenses” in the consolidated statements of income and processengineering, pre-production or process transfer costs which are recorded as “Cost of sales” in the consolidated
statements of income. Research and development costs are expensed as incurred. The amortization expense
recognized on technologies and licenses purchased by the Company from third parties to facilitate theCompany’s research and development activities is reported as “Research and development expenses” in the
consolidated statements of income.
2.20 Advertising costs
Advertising costs are expensed as incurred and are recorded as “Selling, general and administrative expenses” inthe consolidated statements of income. Advertising expenses for 2023, 2022 and 2021 were $23 million,$18 million and $12 million, respectively.
2.21 Start-up and phase-out costs
Start-up costs represent costs incurred in the ramp-up phase of the Company's newly integrated manufacturing
facilities. The costs of phase-outs are associated with the latest stages of facilities closure when the relevant
production volumes become immaterial. Start-up costs and phase-out costs are included in the line “Other
income and expenses, net” of the consolidated statements of income.
2.22 Investments in equity securities
Investments in equity securities that have readily determinable fair values and for which the Company does nothave the ability to exercise significant influence are classified as equity securities measured at fair value throughearnings. Changes in the fair value of these securities are reported in the consolidated statements of income
within “Other income and expenses, net” when these instruments are held within the Company’s operating
activities. Gains and losses arising from changes in the fair value of securities not related to operating activities
are presented in the consolidated statements of income as non-operating elements within “Gain (loss) on
financial instruments, net” in the period in which they arise. The fair values of quoted equity securities are basedon current market prices. If the market for a financial asset is not active or if no observable market price isobtainable, the Company measures fair value by using assumptions and estimates. In measuring fair value, theCompany makes maximum use of market inputs and minimizes the use of unobservable inputs.

F-18

For investments in equity securities without readily determinable fair values and for which the Company does
not have the ability to exercise significant influence, the Company has elected to apply the cost method as ameasurement alternative. Under the cost method of accounting, investments are carried at historical cost, less
impairment. An impairment loss is recorded when there are identified events or changes in circumstances that
may have a significant adverse effect on the value of the investment. Loss is immediately recorded in the
consolidated statements of income on the line “Gain (loss) on financial instruments, net” and is based on the
Company’s assessment of any significant and sustained reductions in the investment’s value. Gains and losses
on investments sold are determined on the specific identification method and are recorded as non-operating
element in the line “Gain (loss) on financial instruments, net” of the consolidated statements of income when thetransaction is not related to operating activities.
The Company did not hold any material equity securities as of December 31, 2023 and December 31, 2022.
2.23 Investments in debt securities
Debt securities are included in current assets when they represent investments of funds available for current
operations.
Changes in fair value of debt securities classified as available-for-sale are recognized as a component of “Other
comprehensive income (loss)” in the consolidated statements of comprehensive income. The Company assesses
at each balance sheet date whether there is objective evidence that a debt security or group of debt securities isimpaired. An unrealized impairment loss exists when the fair value of the instrument declines below its
amortized cost basis. An impairment loss is recognized in earnings, through a direct reduction of the value of theasset, when the Company intends to sell the debt security or when it is more likely than not that the Company
will be required to sell the instrument before recovery of the amortized cost basis. Moreover, an impairment loss
is recognized in earnings through a credit loss allowance for any portion of the unrealized impairment loss
resulting from a credit loss. Impairment losses recognized in the consolidated statements of income are notreversed through earnings.
The fair values of quoted debt securities are based on current market prices. If the market for a financial asset is
not active and if no observable market price is obtainable, the Company measures fair value by using
assumptions and estimates. In measuring fair value, the Company makes maximum use of market inputs andminimizes the use of unobservable inputs.
The Company did not hold any debt securities classified as held-to-maturity or for which the Company would
have elected to apply the fair value option.
2.24 Derivative financial instruments and hedging activities
Derivative financial instruments are initially recognized on the date a derivative contract is entered into and aresubsequently measured at fair value. The method of recognizing the gain or loss resulting from the derivative
instrument depends on whether the derivative is designated as a hedging instrument, and if so, the nature of thehedge transaction. The Company has designated certain derivatives as hedges of a particular risk associated witha highly probable forecasted transaction (cash flow hedge).
The Company documents, at inception of the transaction, the relationship between hedging instruments andhedged items, as well as its risk management objectives and strategy for undertaking various hedging
transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, ofwhether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash
flows of hedged items. Derivative instruments that are not designated as hedges are measured at fair value
through earnings.
Cash Flow Hedge
As part of its ongoing operating, investing and financing activities, the Company enters into certain derivativetransactions that may be designated and may qualify as hedging instruments. To reduce its exposure to U.S.
dollar exchange rate fluctuations, the Company hedges certain Euro-denominated forecasted transactions thatcover at reporting date a large part of its research and development, and selling, general and administrative
expenses as well as a portion of its front-end manufacturing costs of semi-finished goods within cost of sales

F-19through the use of currency forward contracts and currency options, including collars. The Company also
hedges through the use of currency forward contracts certain Singapore dollar-denominated manufacturingforecasted transactions.
The derivative instruments are designated and qualify for cash flow hedge at inception of the contract and on an
ongoing basis over the duration of the hedge relationship. They are reflected at their fair value as “Other current
assets” or “Other payables and accrued liabilities” in the consolidated balance sheets when settlement is
expected to occur within twelve months after the reporting date. They are reported as "Other non-current assets"or "Other long-term liabilities" in the consolidated balance sheets when settlement is expected beyond twelve
months. The criteria for designating a derivative as a hedge include the instrument’s effectiveness in risk
reduction and matching of the derivative instrument to its underlying transactions with the critical terms of thehedging instrument matching the terms of the hedged forecasted transaction. This enables the Company toconclude that changes in cash flows attributable to the risk being hedged are expected to be substantially offset
by the hedging instruments.
For derivative instruments designated as cash flow hedge, the change in fair value for the effective portion of thehedge is reported as a component of “Other comprehensive income (loss)” in the consolidated statements ofcomprehensive income and is reclassified into earnings in the same period in which the hedged transaction
affects earnings, and within the same consolidated statements of income line as the hedged transaction. For thesederivatives, ineffectiveness appears if the cumulative gain or loss on the derivative hedging instrument exceeds
the cumulative change in the expected future cash flows on the hedged transaction. Effectiveness on transactions
hedged through purchased options is measured on the full fair value of the option, including time value.
Derivative financial instruments not designated as a hedge
The Company conducts its business on a global basis in various major international currencies. As a result, theCompany is exposed to adverse movements in foreign currency exchange rates. The Company enters into
foreign currency forward contracts and currency options to reduce its exposure to changes in exchange rates andthe associated risk arising from the denomination of certain assets and liabilities in foreign currencies at theCompany's subsidiaries.
Financial instruments not designated as a hedge are classified as current assets when they are expected to berealized within twelve months of the balance sheet date. Marked-to-market gains or losses arising from changes
in the fair value of these instruments are reported in the consolidated statements of income within “Other income
and expenses, net” in the period in which they arise, since the transactions for these instruments occur within the
Company’s operating activities.
2.25 Recent accounting pronouncements(a) Accounting pronouncements effective in 2023
No new guidance was adopted in 2023 with a significant impact on the Company's financial statements,
financial positions and operations.
(b) Accounting pronouncements expected to impact the Company’s operations that are not yet effective
and have not been early adopted by the Company
In November 2023, the FASB issued new guidance related to segment reporting, which requires incremental
disclosures about reportable segments, without changing though the definition of a segment or the guidance fordetermining reportable segments. The new guidance requires disclosures of significant segment expenses thatare (i) regularly provided to (or easily computed from information regularly provided to) the chief operating
decision maker ("CODM"); (ii) included in the reported measure of segment profit or loss. The new guidance
also requires that an entity discloses, on an annual and interim basis, an amount for "other segment items" byreportable segment, and a description of its composition. Moreover, annual disclosures about a reportablesegment's profit or loss and assets become mandatory on interim periods. Finally, the title and position of the
CODM, together with an explanation of how the CODM uses the reported measures of segment profit or loss inassessing segment performance and deciding how to allocate resources, are also required. The guidance iseffective for the Company's 2024 annual reporting and 2025 interim periods. The guidance will be applied
retrospectively, with early adoption permitted. The Company will adopt the new guidance when effective and iscurrently assessing the impact the new guidance will have on its segment reporting.

F-20

In December 2023, the FASB issued new guidance related to income taxes, which requires additional
disclosures, primarily around disaggregation of income tax paid and specific categories in the income tax rate
reconciliation. The guidance is effective for the year ended December 31, 2025, with early adoption permitted.
The guidance will be applied prospectively. Retrospective application is permitted. The Company is currently
assessing the impact the new guidance will have on its annual income tax disclosures.

3.

SHORT-TERM DEPOSITS AND MARKETABLE SECURITIESTo optimize the return yield on its short-term investments, the Company invested $1,226 million of available
cash in short-term deposits as of December 31, 2023, compared to $581 million as of December 31, 2022.
The Company also invested available liquidity in marketable securities. Changes in the fair value of marketablesecurities are detailed in the tables below:

U.S. Treasury debt securities
Total*

Purchase

Accretion

Proceeds
at maturity

679
679

1,653
1,653

47
47

(750)
(750)

6
6

1,635
1,635

December 31,
2022

679
679

December 31,
2023

Other Comprehensive Income

U.S. Treasury debt securities
Total*

December 31,
2022

Change infair value
includedin OCI*

December 31,
2021

Purchase

Accretion

Proceeds
at maturity

Change infair value
includedin OCI*

—
—

687
687

8
8

—
—

(16)
(16)

Other Comprehensive Income

In 2023, the Company invested $1,653 million available cash in U.S. Treasury bonds. The debt securities havean average rating of Aaa/AA+/AA+ from Moody’s, S&P and Fitch, respectively, with a weighted average
maturity of 1.6 years. The debt securities are reported as current assets on the line “Marketable securities” on the
consolidated balance sheet, since they represent investments of funds available for current operations. The
Company does not intend to sell the investments and it is not more likely than not that the Company will be
required to sell the investments before recovery of the amortized cost basis. The bonds are classified asavailable-for-sale financial assets and recorded at fair value as of December 31, 2023. The fair value
measurement corresponds to a Level 1 fair value hierarchy measurement. The aggregate amortized cost basis ofthese securities totaled $1,645 million as of December 31, 2023.
Marketable securities totaling $750 million at principal amount were transferred to financial institutions as partof short-term securities lending transactions, in compliance with corporate policies. The Company, acting as the
securities lender, does not hold any collateral in this unsecured securities lending transaction. The Company
retains effective control on the transferred securities.
As of December 31, 2022, the Company held $679 million in marketable securities classified as available-forsale debt securities.

F-21

The below table details debt securities that were in an unrealized loss position as of December 31, 2023:

Description
U.S. Treasury Bonds
Total

December 31, 2023
Less than 12 months
More than 12 months
Total
Unrealized
Unrealized
Unrealized
Fair Value
LossesFair Value
LossesFair Value
Losses
429
(12)
157
(1)
586
(13)
429
(12)
157
(1)
586
(13)

Debt securities that were in an unrealized gain position as of December 31, 2023, were reported at a fair value of$1,049 million with an unrealized gain of $4 million.
The Company did not report any debt securities that were in an unrealized loss position for more than one year
as of December 31, 2022.
4.

TRADE ACCOUNTS RECEIVABLE, NET

Trade accounts receivable, net consist of the following:
December 31,
2023

Trade accounts receivable
Current expected credit losses allowance("CECLA")
Total

December 31,
2022

1,750

1,991

(19)
1,731

(21)
1,970

The Company uses a lifetime expected losses allowance for all trade receivables based on failure rates, asapplied to the gross amounts of trade accounts receivable. The allowance also includes reasonable assumptions
about future credit trends. The historical loss rates are adjusted to reflect current and forward-looking
information on macro-economic factors affecting the ability of the Company’s customers to settle thereceivables. In addition to the factors already embedded in the failure rates, as applied on trade accounts
receivable, the Company has identified cyclicality and uncertainties around continued growth for thesemiconductor industry and its serviceable available market to be the most relevant factors. These macroeconomic factors are weighted into different economic scenarios, in line with estimates and methodologies
applied by other business entities, including financial institutions.
On that basis, the changes in reported CECLA for the year ended December 31, 2023 are presented below:
CECLA As of December 31, 2022

(21)
2
(19)

Current-period adjustment to CECLA
CECLA As of December 31, 2023

Adjustments to the expected credit losses allowance are reported in the line “Selling, general and administrative
expenses” in the consolidated statements of income.
There were no significant write-offs in 2023, 2022 and 2021.

F-22

5.

INVENTORIESInventories consist of the following:
December 31,
2023

298
1,745
655
2,698

Raw materials
Work-in-process
Finished products
Total
6.

December 31,
2022

349
1,490
744
2,583

OTHER CURRENT ASSETS

Other current assets are detailed below:
December 31,
2023

Public funding receivables
Taxes and other government
receivables
Advances and prepayments
Loans and deposits
Interest receivable
Derivative instruments
Other current assets
Total

December 31,
2022

651

190

241
180
10
27
58
128
1,295

270
125
10
22
56
61
734

Public funding receivables are described in Note 7.
Taxes and other government receivables mainly include receivables related to value-added tax, primarily inEuropean tax jurisdictions.
Advances and prepayments include prepaid amounts associated with multi-annual supply and service
agreements.
Derivative instruments are further described in Note 26.
Other current assets include a $28 million contribution to be received in 2024 from a third party as part of acollaborative agreement associated with the ongoing capacity expansion project for the 300mm wafer fab in
Crolles, France. Total contributions received from the third party as part of this collaborative agreement totaled$54 million, reported as "Proceeds from capital grants and other contributions" in the statement of cash flows forthe year ended December 31, 2023.
The Company applies a current expected credit losses model on all financial assets measured at amortized cost,
including deposits, loans and receivables. The major portion of other current assets to which this model applies
corresponds to government receivables. Due to the existing history of zero-default on receivables originated bygovernments, the expected credit losses are assumed to be not significant as of December 31, 2023 andDecember 31, 2022. Other current assets presented in the table above within the lines “Loans and deposits” and“Other current assets” are composed of amounts not deemed at exposure of default. Consequently, no loss
allowance was reported on those current assets as of December 31, 2023 and December 31, 2022.
7.

PUBLIC FUNDING

The main government assistance received by the Company are classified under four general categories: funding
for Research and Development (R&D), R&D and Innovation activities (RDI), funding for First Industrial
Deployment activities (FID) and capital investments for pilot lines and other industrial activities.
Receivables related to public funding totaled $861 million as of December 31, 2023, of which $651 million
reported on the line “Other current assets” and $210 million reported on the line “Other non-current assets”, asF-23

collection is expected beyond 12 months. The receivables related to public funding included $378 million ofcapital grants associated with capital investments projects for the Company's 300mm wafer fab in Crolles,
France and its silicon carbide manufacturing activities in Italy. These public funding programs also set forth aclawback mechanism according to which the public government agencies will require, at specific future testing
dates, the remeasurement of the aid, which may trigger future payments by the Company. No provision wasrecorded as of December 31, 2023 in relation to this clawback mechanism.
Receivables related to public funding amounted to $346 million, of which $190 million reported on the line
“Other current assets” and $156 million reported on the line “Other non-current assets” of the consolidatedbalance sheet as of December 31, 2022.
Research tax credit receivables totaled $246 million and were reported on the line “Other non-current assets” of
the consolidated balance sheet as of December 31, 2023. Research tax credit receivables totaled $294 million
and were reported on the line “Other non-current assets” of the consolidated balance sheet as of December, 31,
2022.
In 2023, the Company and Sanan Optoelectronics jointly created SANAN, STMicroelectronics Co., Ltd. ("SSTJV"), for high-volume 200mm SiC device manufacturing in China. SST JV has been identified as a VIE forwhich the Company is the primary beneficiary. As such, SST JV was fully consolidated as of December 31,
2023, as further described in Note 12. The newly incorporated entity is part of a capital funding scheme with
regional government agencies. As of December 31, 2023, long-term liabilities related to public funding included$152 million advances from capital grants received as part of this funding program.
Liabilities related to other public funding programs totaled $292 million as of December 31, 2023, of which$96 million reported on the line “Other payables and accrued liabilities” and $196 million reported on the line
“Other long-term liabilities” of the consolidated balance sheet. Current liabilities related to public funding
include $44 million grants subject to a financial return, which depended on future cumulative sales of a certain
product group over a five-year period. As of December 31, 2022, liabilities related to public funding amounted
to $88 million, of which, $37 million advances from grants reported in “Other payables and accrued liabilities”
and $51 million reported on the line “Other long-term liabilities”.
Additionally, $711 million and $95 million capital investment grants were reported as a reduction of Property,
plant and equipment, net as of December 31, 2023 and December 31, 2022 respectively. Tax incentives reducing
the carrying amount of Property, plant and equipment are further described in Note 10 and in Note 23.
For the year ended December 31, 2023, the Company recorded $201 million of public funding related to R&D
and innovation activities, reported on the line “Other income and expenses, net” of the consolidated statement ofincome compared to $177 million for the year ended December 31, 2022. The research tax credit received in
France totaled $126 million and was reported as a reduction of “Research and development” in the consolidated
statement of income for the year ended December 31, 2023 compared to $106 million for the year ended
December 31, 2022. The Company reported as a reduction of cost of sales in the consolidated statement ofincome for the year ended December 31, 2023 a total $102 million amount related to FID funding programs
compared to $59 million for the year ended December 31, 2022.
The Company also benefits from research tax credits and other tax incentives to foster research and innovation
activities, together with capital investments in certain tax jurisdictions, primarily in France and Italy. These
research tax credits and tax incentive schemes are further described in Note 23. In addition, the impact on
depreciation expense of tax incentives received in certain tax jurisdictions and reducing the carrying amount of“Property, plant and equipment, net”, are described in Note 10 and in Note 23.
8.

GOODWILL

Goodwill allocated to reportable segments as of December 31, 2023 and 2022 and changes in the carrying
amount of goodwill during the years ended December 31, 2023 and 2022 are as follows:

F-24

ADG

December 31, 2021

AMS

MDG

Total

Foreign currency translation
December 31, 2022

83
(9)
74

2
—
2

228
(7)
221

313
(16)
297

Foreign currency translation
December 31, 2023

2
76

—
2

4
225

6
303

In 2023, 2022 and 2021, no impairment loss was recorded by the Company following the annual impairment test
conducted in the fourth quarter of each reporting year.
9.

OTHER INTANGIBLE ASSETS, NET

Other intangible assets, net are detailed below:
Gross
AmountDecember 31, 2023

Technologies & licenses
Purchased & internally developed software
Technologies in progress
Total

764
509
56
1,329
Gross
AmountDecember 31, 2022

Technologies & licenses
Purchased & internally developed software
Technologies in progress
Total

776
602
41
1,419

Accumulated
Amortization

Net
Amount

(547)
(415)
—
(962)
Accumulated
Amortization

217
94
56
367
Net
Amount

(507)
(507)
—
(1,014)

269
95
41
405

Fully amortized intangible assets that are no longer in use have been removed from the above tabularpresentation. Comparative periods have been adjusted accordingly.
The line “Technologies in progress” in the table above also includes internally developed software underconstruction and software not ready for their intended use.
Amortization expense related to intangible assets subject to amortization was $97 million, $103 million and$93 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Estimated future amortization expense related to intangible assets as of December 31, 2023 is as follows:
Year

2024
2025
2026
2027
2028
Thereafter
Total

111
84
56
30
19
67
367

In 2023, the Company recorded a total $42 million impairment loss, of which $25 million reported in the line
“Research and development expenses” and $17 million in the line "Cost of sales" of the consolidated statementof income. The impairment loss was related primarily to technologies acquired as part of certain businesscombinations.

F-25

In 2022, the Company impaired $38 million of certain technologies acquired as part of certain recent businesscombinations. In 2021, the Company impaired $1 million of acquired licenses and technologies with noalternative future use.
10. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net are detailed below:
Gross
AmountDecember 31, 2023

Land
Buildings
Facilities & leasehold improvements
Machinery and equipment
Computer and R&D equipment
Operating lease right-of-use assets
Finance lease right-of-use assets
Other tangible assets
Construction in progress
Total

118
1,306
4,346
21,486
421
431
68
115
1,712
30,003Gross
AmountDecember 31, 2022

Land
Buildings
Facilities & leasehold improvements
Machinery and equipment
Computer and R&D equipment
Operating lease right-of-use assets
Finance lease right-of-use assets
Other tangible assets
Construction in progress
Total

83
1,116
3,877
18,751
398
311
57
112
1,511
26,216

Accumulated
Depreciation

Net
Amount—(606)(3,117)(15,139)
(330)
(153)
(7)
(97)
—
(19,449)
Accumulated
Depreciation

118
700
1,229
6,347
91
278
61
18
1,712
10,554
Net
Amount—(563)(2,895)(14,023)
(319)
(118)
(2)
(95)
—
(18,015)

83
553
982
4,728
79
193
55
17
1,511
8,201

The line “Construction in progress” in the table above includes property, plant and equipment underconstruction, and equipment under qualification that are not ready for their intended use.
In 2023, the Company transferred from construction in progress to definitive long-lived assets, approximately$131 million corresponding to assets dedicated to its new silicon carbide substrates plant in Catania, Italy, whereoperations started in December 2023.
The depreciation charge was $1,464 million, $1,113 million and $952 million in 2023, 2022 and 2021,
respectively.
Tax incentives and capital investment funding reported as a reduction of tangible assets totaled $713 million,$25 million and $13 million, in 2023, 2022 and 2021, respectively. Tax incentives and public funding reduced
depreciation charges by $69 million, $56 million and $61 million in 2023, 2022 and 2021, respectively. The
Company reported $620 million of capital grants as a reduction of “Property, plant and equipment, net” on the
consolidated balance sheet as of December 31, 2023, in relation to two new funding schemes associated with thecapacity expansion in one of its manufacturing facilities in France and its new silicon carbide manufacturing
activities in Italy, of which $239 million was received in cash in 2023 and reported as cash inflows frominvesting activities in the consolidated statement of cash flows for the year ended December 31, 2023. A

F-26

$12 million grant income was recognized as compensation of depreciation expense in 2023 as part of thesecapital funding schemes.
Capital investment public funding is described in Note 7. Tax incentives related to capital expenditures isfurther described in Note 23.
In 2023, the Company and Sanan Optoelectronics jointly created SANAN, STMicroelectronics Co., Ltd. for
high-volume 200mm SiC device manufacturing in China. SST JV has been identified as a VIE for which theCompany is the primary beneficiary. As such, SST JV was fully consolidated as of December 31, 2023, as
further described in Note 12. As of December 31, 2023, a total amount of $38 million was reported as "Property,
plant and equipment, net" on the consolidated balance sheet as of December 31, 2023.
For the years ended December 31, 2023, 2022 and 2021, the Company sold property, plant and equipment for
cash proceeds of $8 million, $4 million and $2 million, respectively.
There was no significant impairment loss recognized on tangible assets for the years ended December 31, 2023,
2022 and 2021.
11. LEASESThe Company leases land, buildings, cars and certain equipment (including IT equipment) which haveremaining lease terms between less than one year and 50 years.
Operating and finance leases consisted of the following:
December 31,
2023

December 31,
2022

Operating leases
Finance leases
Total right-of-use assets
Lease liabilities

278
61
339

193
55
248

Current
Operating leases
Finance leases
Non-current
Operating leases
Finance leases
Total lease liabilities

68
58
10
243
188
55

59
52
7
191
141
50

311

250

Right-of-use assets

F-27

Maturities of lease liabilities are as follows:
Operating
Leases

2024
2025
2026
2027
2028
Thereafter
Total future undiscounted cash outflows
Effect of discounting
Total lease liabilities

Finance Leases

December 31,
2023

66
49
35
25
22
106
303
(57)

10
6
6
29
2
31
84
(19)

76
55
41
54
24
137
387
(76)

246

65

311

December 31,
2023

December 31,
2022

8.94

9.46

10.24
3.61 %
3.82 %

9.89
3.12 %
3.86 %

Operating and finance lease terms and discount rates are as follows:

Weighted average remaining lease term (in years) – operatingleases
Weighted average remaining lease term (in years) – financeleases
Weighted average discount rate – operating lease
Weighted average discount rate – finance lease
Operating and finance lease cost and cash paid are as follows:

2023

2022

Operating lease cost
Finance lease cost

71

62

Amortization of right-of-use assets
Interest
Operating lease cash paid

5
3
74
4

2
1
63
—

Finance lease cash paid

Non-cash transaction right-of-use assets obtained in exchange for new lease liabilities are as follows:
2023

Operating leases
Finance leases

2022

114
8

60
55

12. LONG-TERM INVESTMENTS AND VARIABLE INTEREST ENTITIESLong-term investments
Total

December 31,
2023

December 31,
2022

22
22

11
11

Long-term investments are equity securities with no readily determinable fair value for which the Company has
elected to apply the cost method as a measurement alternative. Long-term investments include a $9 million
interest in DNP Photomask Europe S.p.A (“DNP”). In 2023, the Company paid $10 million to acquire a minor

F-28

equity stake in a start up. The investment is related to the development of Silicon Photonics technology for the
RF Communications business.
In 2023, the Company and Sanan Optoelectronics jointly created SANAN, STMicroelectronics Co., Ltd. for
high-volume 200mm SiC device manufacturing activities in China. The purpose of the joint venture is tosupport the rising demand for the Company's SiC devices for car electrification and industrial power and energy
applications in China. With the creation and future operations of SST JV, the Company seeks to create a fully
integrated vertical value chain aiming at serving the Chinese electrification market. Sanan Optoelectronics willbuild a separate 200mm SiC substrate manufacturing facility to fulfill SST JV's needs. SST JV will produce SiC
devices exclusively for the Company, using the Company's proprietary SiC manufacturing process technology
and know how and serving as a dedicated foundry to support the Company's demand for Chinese customers.
The Company has identified SST JV as a VIE, primarily based on the disproportionality between its 49%
equity interest rights and its economic interest and operating role in the joint venture. Indeed the significant
activities of SST JV involve or are conducted on behalf of the Company as the sole customer of the joint
venture. Moreover, through its key role in the successful process qualification and future manufacturing
efficiency based on its SiC manufacturing process technology, the Company has the power to control theactivities that most significantly impact SST JV's future economic performance. Additionally, based on thenature of the risks impacting SST JV's future economic performance, the Company will absorb the potential
losses of SST JV or the right to receive benefits downstream the whole integrated SiC device value chain.
Consequently, the Company has a controlling financing interest in SST JV and is the primary beneficiary of the
VIE.
As the primary beneficiary of SST JV, the Company fully consolidates the VIE, with the recognition of 51%
non-controlling interest. Non-controlling interest amounted to $52 million as of December 31, 2023, whichcorresponds to the capital contribution received from Sanan Optoelectronics upon creation and first
consolidation of SST JV. No gain or loss was recognized on the initial consolidation of the VIE as no fair value
measurement was required, the joint venture being a newly incorporated entity. Profit and loss reported by the
VIE for the year ended December 31, 2023 was not material. The carrying amount of SST JV's assets andliabilities, together with their classification in the consolidated balance sheet as of December 31, 2023, areseparately disclosed in Note 7, Note 10 and Note 17.
The joint venture agreement signed between Sanan Optoelectronics and the Company includes further capitalsubscriptions of both shareholders on a proportional equity interest basis. The total amount for the full build outof the joint venture will also be financed by local government support, as disclosed in Note 7, and loans to thejoint venture.
13. OTHER NON-CURRENT ASSETS
Other non-current assets are detailed below:

Equity securities
Public funding receivables
Taxes and other government receivables
French research tax credit receivable
Defined benefit plans
Prepayments and deposits to third parties
Derivative instruments
Other non-current assets
Total

F-29

December 31,
2023

December 31,
2022

31
210
22
246
15
224
2
58
808

26
156
—
294
9
107
13
56
661

Public funding receivables, including French research tax credit receivable, are described in Note 7.
Prepayments and deposits to third parties include receivables related to long-term supply agreements involving
purchase of raw materials, capacity commitments, cloud-hosting arrangements, and other services.
In 2023 and 2022, the Company entered into factoring transactions to accelerate the realization in cash of certain
long-term receivables. The Company sold without recourse $118 million and $110 million of these receivablesin the years ended December 31, 2023 and 2022 respectively, with a financial cost of $5 million and $1 million
respectively.
The major portion of other non-current assets to which the expected credit loss model applies are long-term
State receivables. Due to the existing history of zero-default on receivables originated by governments, theexpected credit losses are assumed to be negligible as of December 31, 2023 and December 31, 2022. Other
non-current assets presented in the table above on the line “Other non-current assets” are composed ofindividually not significant amounts not deemed to have exposure of default. Consequently, no significant
expected credit loss allowance was reported on other non-current assets at reporting date.
14. OTHER PAYABLES AND ACCRUED LIABILITIESOther payables and accrued liabilities are detailed below:

Employee related liabilities
Employee compensated absences
Taxes other than income taxes
Advances from customers
Liabilities related to public funding
Derivative instruments
Defined benefit and contribution plans
Royalties
Current operating lease liabilities
Others
Total

December 31,
2023

December 31,
2022

679
228
81
186
96
4
49
30
58
114
1,525

599
196
68
225
37
35
39
32
52
102
1,385

Advances from customers are primarily related to multi-annual capacity reservation and volume commitment
agreements signed in 2023 and 2022 with certain customers. Some of these arrangements include take-or-pay
clauses, according to which the Company is entitled to receive the full amount of the contractual committed feesin case of non-compliant orders from those customers. Certain agreements include penalties in case theCompany is not able to fulfill its contractual obligations. No significant provision for those penalties wasreported on the consolidated balance sheets as of December 31, 2023 and December 31, 2022.
Liabilities related to public funding are described in Note 7.
Derivative instruments are further described in Note 26.
Defined benefit and defined contribution plans and other long-term employee benefits are further described in
Note 16.
Lease liabilities are described in Note 11.

F-30

15. LONG-TERM DEBT
Long-term debt consisted of the following:

Funding program loans from European
Investment Bank ("EIB"):
4.72% due 2028, floating interest rate at Euribor+0.589%4.52% due 2029, floating interest rate at Euribor+0.564%
4.47% due 2031, floating interest rate at Euribor+0.473%
4.54% due 2031, floating interest rate at Euribor+0.550%4.52% due 2033, floating interest rate at Euribor+0.558%Credit Facility from Cassa Depositi e Prestiti
SpA ("CDP")
4.64% due 2027, floating interest rate at Euribor+0.690%4.49% due 2028, floating interest rate at Euribor+0.550%4.79% due 2029, floating interest rate at Euribor+0.850%
Dual tranche senior unsecured convertible
bondszero-coupon, due 2025 (Tranche A)
zero-coupon, due 2027 (Tranche B)
Finance leases:
3.86% due 2027, fixed interest rate
3.78% due 2042, fixed interest rate
1.75% due 2042, fixed interest rate
Other funding program loans:
0.29% (weighted average), due 2024-2028,
fixed interest rate
Total long-term debt
Less current portion
Total long-term debt, less current portion

December 31,
2023

December 31,
2022

141

163

162

183

296

322

146

159

332

—

97

120

92

107

95

107

748
748

748
747

38
25
2

38
19
—

5
2,927
(217)
2,710

4
2,717
(175)
2,542

Long-term debt is denominated in the following currencies:

U.S. dollar
Euro
Total

December 31,
2023

December 31,
2022

1,496
1,431
2,927

1,495
1,222
2,717

On August 4, 2020, the Company issued a $1.5 billion principal amount of dual tranche senior unsecured
convertible bonds (Tranche A and Tranche B for $750 million each tranche), due 2025 and 2027, respectively.
Tranche A bonds were issued at 105.8% as zero-coupon bonds while Tranche B bonds were issued at 104.5% aszero-coupon bonds. The conversion price at issuance was $43.62 for Tranche A equivalent to a 47.5%
conversion premium and $45.10 for Tranche B, equivalent to a 52.5% conversion premium. These conversion
features correspond to an equivalent of 4,585 shares per each Tranche A bond $200,000 par value and an
equivalent of 4,435 shares per each Tranche B bond $200,000 par value. The bonds are convertible by thebondholders or are callable by the issuer upon certain conditions, on a net-share settlement basis, except if the

F-31issuer elects a full-cash or full-share conversion as an alternative settlement. The net proceeds from the bondoffering were $1,567 million, after deducting issuance costs paid by the Company.
As per contractual terms, the bondholders have full conversion rights on Tranche A bonds, starting August2023. In terms of Tranche B, up until August 2024, the bonds can be converted by the bondholders with acontingent feature of 130% of the conversion price, measured at quarter-end for the following quarter. After thatdate, the bondholders will have full conversion rights.
As per contractual terms, starting August 2023, Tranche A bonds are callable by the Company with a 130%
contingent feature, with the exercise of its call rights being preceded by the release, by the Company, of an
Optional Redemption Notice. The same feature applies for Tranche B bonds but only after August 2024.
As of December 31, 2023, the Company stock price exceeded the conversion price of the senior unsecured
convertible bonds. However, the 130% stock price contingent feature was not met. Consequently, Tranche A
bonds are not callable by the Company and bondholders cannot exercise their conversion rights on Tranche B
bonds.
The convertible debt was reported as Long-term debt in the consolidated balance sheets as of December 31,
2023 and December 31, 2022, based on its original maturity, after having considered several factors, such as theuncertainty around the timing of the potential exercise of the conversion rights by bondholders and the callrights by the Company.
Aggregate future maturities of total long-term debt (including current portion) at principal amount are as
follows:
December 31,
2023

217
962
212
947
198
395
2,931

2024
2025
2026
2027
2028
Thereafter
Total

The difference between the total aggregated future maturities in the preceding table and the total carrying
amount of long-term debt is due to unamortized issuance costs on the dual tranche senior unsecured convertible
bonds.
Credit facilities
The Company’s long-term debt contained standard conditions but does not impose minimum financial ratios.
The Company had unutilized committed medium-term credit facilities with core relationship banks totalling$1,030 million as of December 31, 2023.
The EIB Loans are comprised of three long-term amortizing credit facilities as part of R&D funding
programs. The first one, signed in August 2017, is a €500 million loan in relation to R&D and capital
expenditures in the European Union for the years 2017 and 2018. The entire amount was fully drawn in Euros
corresponding to $303 million outstanding as of December 31, 2023. The second one, signed in 2020, is a€500 million credit facility agreement with EIB to support R&D and capital expenditure programs in Italy andFrance. The amount was fully drawn in Euros representing $442 million outstanding as of December 31, 2023.
In 2022, the Company signed a third long-term amortizing credit facility with EIB of €600 million, out of
which, €300 million was withdrawn representing $332 million outstanding as of December 31, 2023. In January2024, an amount of $300 million was withdrawn under this credit facility.
The CDP loans are comprised of two long-term credit facilities. The first, signed in 2021, is a €150 million loan,
fully drawn in Euros, of which $97 million were outstanding as of December 31, 2023. The second one, signed
in 2022, is a €200 million loan, fully drawn in Euros, of which $187 million was outstanding as of December 31,
2023.

F-32

16. POST-EMPLOYMENT AND OTHER LONG-TERM EMPLOYEES BENEFITSThe Company and its subsidiaries have a number of defined benefit pension plans, mainly unfunded, and otherlong-term employees’ benefits covering employees in various countries. The defined benefit plans provide
pension benefits based on years of service and employee compensation levels. The other long-term employees’plans provide benefits due during the employees’ period of service after certain seniority levels. The Company
uses December 31 as measurement date for its plans. Eligibility is generally determined in accordance with local
statutory requirements. For Italian termination indemnity plan (“TFR”), generated before July 1, 2007, theCompany measures the vested benefits to which Italian employees are entitled as if the amounts wereimmediately due as of December 31, 2023, in compliance with U.S. GAAP guidance on determining vested
benefit obligations for defined benefit pension plans.
The changes in benefit obligation and plan assets were as follows:
Pension Benefits
December 31,
2023

Change in benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Employee contributions
Plan amendments
Benefits paid
Effect of settlement
Actuarial (gain) loss
Foreign currency translation
Benefit obligation at end of year
Change in plan assets:
Plan assets at fair value at beginning of year
Actual return on plan assets
Employer contributions
Employee contributions
Benefits paid
Effect of settlement
Business combination
Foreign currency translation
Plan assets at fair value at end of year
Funded status
Amounts recorded in the consolidatedbalance sheets
Other investments and other non-current assets
Other payables and accrued liabilities
Other non-current liabilities
Post-employment benefit obligations
Net amount recorded

Other Long-Term Benefits

December 31,
2022

December 31,
2023

December 31,
2022

886
28
35
5
(1)
(18)
(1)
39
35
1,008

1,165
33
27
4
—
(22)
(14)
(260)
(47)
886

86
17
3
—
—
(9)
—
(2)
4
99

94
17
1
—
—
(6)
—
(15)
(5)
86

567
38
26
5
(4)
(1)
—
23
654
(354)

743
(157)
25
4
(9)
(14)
—
(25)
567
(319)

—
—
—
—
—
—
—
—
—
(99)

—
—
—
—
—
—
—
—
—
(86)

15
(15)
—
(354)
(354)

9
(11)
—
(317)
(319)

—
(7)
(92)
—
(99)

—
(5)
(81)
—
(86)

F-33

The actuarial losses incurred in 2023 were primarily due to a decrease in discount rates applied against future
expected benefit payments and resulted in an increase of the benefit obligation mainly for the plans located in
the United States, France and Switzerland. The actuarial gains incurred in 2022 were primarily due to anincrease in discount rates applied against future expected benefit payments and resulted in a decrease of thebenefit obligation mainly for the plans located in France, in the United States and Switzerland.
Actual return on plan assets reflect changes in market conditions during each reporting year.
The components of accumulated other comprehensive loss (income) before tax effects were as follows:
Actuarial(gains)/losses

Accumulated other comprehensive loss as ofDecember 31, 2021
Net amount generated/arising in current year
Amortization
Foreign currency translation adjustment
Accumulated other comprehensive loss as ofDecember 31, 2022

Prior service
cost

Total

142
(80)
(3)
(10)

2
—
(1)
—

144
(80)
(4)
(10)

49
25
(6)
1

1
(1)
(1)
—

50
24
(7)
1

69

(1)

68

Net amount generated/arising in current year
Amortization
Foreign currency translation adjustment
Accumulated other comprehensive loss as ofDecember 31, 2023
The accumulated benefit obligations were as follows:
Pension Benefits

Accumulated benefit obligations

Other Long-Term Benefits

December 31,
2023

December 31,
2022

December 31,
2023

December 31,
2022

808

778

35

25

For pension plans and other long-term benefits with accumulated benefit obligations in excess of plan assets, theaccumulated benefit obligation and fair value of plan assets were $411 million and $182 million, respectively, as
of December 31, 2023 and $409 million and $139 million, respectively, as of December 31, 2022.
For pension plans with projected benefit obligations in excess of plan assets, the benefit obligation and fairvalue of plan assets were $950 million and $478 million, respectively, as of December 31, 2023 and$839 million and $427 million, respectively, as of December 31, 2022.
The components of the net periodic benefit cost included the following:

Year ended
December 31,
2023

Service cost
Interest cost
Expected return on plan
assetsAmortization of actuarial
net loss (gain)
Amortization of priorservice cost
Effect of settlement
Net periodic benefit cost

Pension Benefits
Year ended
Year ended
December 31, December 31,
2022
2021

Other Long-term Benefits
Year ended
Year ended
Year ended
December 31, December 31, December 31,
2023
2022
2021

28
35

33
27

36
21

17
3

17
1

13
1

(24)

(23)

(24)

—

—

—

6

6

12

(2)

(14)

—

1
1
47

1
—
44

1
—
46

—
—
18

—
—
4

—
—
14

F-34

Pension benefits components other than service cost, recognized outside of operating income in “Other
components of pension benefit costs” in the Company’s consolidated statements of income, were $19 million,$11 million and $10 million in the years ended December 31, 2023, 2022 and 2021, respectively.
The weighted average assumptions used to determine the benefit obligation and the periodic benefit costs forpension plans and other long-term benefits were as follows:
2023

Benefit obligation
Discount rate
Salary increase rate
Net periodic benefit cost
Discount rate
Salary increase rate
Expected long-term rates of return on plan
assets2022

2021

3.73 %
2.17 %

4.18 %
2.31 %

1.84 %
2.27 %

4.18 %
2.31 %

1.84 %
2.27 %

1.45 %
2.43 %

2.66 %

3.19 %

3.44 %The discount rate was determined by reference to market yields on high quality long-term corporate bonds
applicable to the respective country of each plan, with terms consistent with the terms of the benefit obligations.
In developing the expected long-term rate of return on assets, the Company modelled the expected long-term
rates of return for broad categories of investments held by the plan against a number of various potential
economic scenarios.
The Company’s pension plan asset allocation as of December 31, 2023 and December 31, 2022 is as follows:
Percentage of Plan Assets
at December
2023
2022

Asset Category

Cash and cash equivalents
Equity securities
Government debt securities
Corporate debt securities
Investments in funds(a)Real estate
Other (mainly insurance assets – contracts andreserves)
Total
(a)

1 %
13 %
11 %
19 %
15 %
1 %

1 %
17 %
10 %
21 %
16 %
1 %

40 %
100 %

34 %
100 %

As of December 31, 2023, investments in funds were composed of commingled and multi-strategy funds
invested in diversified portfolios of fixed income (68%) - mainly corporate bonds, equities (24%), time
deposits and money market (5%) and other instruments (3%). As of December 31, 2022, investments infunds were composed of commingled and multi-strategy funds invested in diversified portfolios of fixedincome (79%) - mainly corporate bonds, time deposits and money market (11%) and other instruments(10%).

As of December 31, 2023, the Company’s plan asset allocation was in line with the targets set for each plan.

F-35

The Company’s detailed pension plan asset allocation including the fair-value measurements of those plan
assets as of December 31, 2023 is as follows:

QuotedPrices in
ActiveMarketsfor
Identical
Assets(Level 1)

Total

Cash and cash equivalents
Equity securities
Government debt securities
Corporate debt securities
Investment funds
Real estate
Other (mainly insurance assets –contracts and reserves)
TOTAL

Significant
Other
Observable
Inputs(Level 2)

Significant
Unobservable
Inputs(Level 3)

7
87
69
123
100
9

7
1
—
—
14
—

—
86
69
101
86
9

—
—
—
22
—
—

259
654

—
22

48
399

211
233

The Company’s detailed pension plan asset allocation including the fair-value measurements of those plan
assets as of December 31, 2022 is as follows:

QuotedPrices in
ActiveMarketsfor
Identical
Assets(Level 1)

Total

Cash and cash equivalents
Equity securities
Government debt securities
Corporate debt securities
Investment funds
Real estate
Other (mainly insurance assets –contracts and reserves)
TOTAL

Significant
Other
Observable
Inputs(Level 2)

Significant
Unobservable
Inputs(Level 3)

4
95
59
120
87
6

4
1
—
—
1
—

—
94
59
98
86
6

—
—
—
22
—
—

194
565

—
6

38
381

156
178

F-36

The majority of insurance contract plan assets relate to pension plans for the Company's employees in
Switzerland. Those plans are provided by collective pension foundations and contributions are invested in fully
insured assets that provide a guaranteed contractual return. As such, the fair value of such assets equals to theemployees' accrued savings and calculated using total employer and employee contributions plus any
accumulated interest credited, which is substantially equivalent to the related cash surrender value. The
approach is consistent with prior years.
For plan assets measured at fair value using significant unobservable inputs (Level 3), the reconciliation
between January 1, 2023 and December 31, 2023 is presented as follows:

Fair Value
Measurementsusing
Significant
Unobservable
Inputs(Level 3)

January 1, 2023
Contributions (employer and employee)
Actual return on plan assets (b)Net benefit payments (a)Settlements (b)Foreign currency translation adjustment (c)December 31, 2023

178
21
4
14
(1)
17
233

(a)

Net cash flows between benefits paid from the insurance contracts and benefits transferred into theinsurance contracts by employees.

(b)Included in non operating expenses in the consolidated statement of income.

(c)Unrealized gains included in the consolidated statement of comprehensive income.

For plan assets measured at fair value using significant unobservable inputs (Level 3), the reconciliation
between January 1, 2022 and December 31, 2022 is presented as follows:

Fair Value
Measurementsusing
Significant
Unobservable
Inputs(Level 3)

January 1, 2022
Contributions (employer and employee)
Net benefit payments (a)Settlements
Foreign currency translation adjustment
December 31, 2022

(a)

167
21
9
(14)
(5)
178

Net cash flows between benefits paid from the insurance contracts and benefits transferred into theinsurance contracts by employees.

The Company’s investment strategy for its pension plans is to optimize the long-term investment return on plan
assets in relation to the liability structure to maintain an acceptable level of risk while minimizing the cost ofproviding pension benefits and maintaining adequate funding levels in accordance with applicable rules in eachjurisdiction. The Company’s practice is to periodically conduct a review of its asset allocation strategy, in such a
way that the asset allocation is in line with the targeted asset allocation within reasonable boundaries. The

F-37

Company’s asset portfolios are managed in such a way as to achieve appropriate diversification in line with theasset allocation strategy. The Company does not manage any assets internally.
After considering the funded status of the Company’s defined benefit plans, movements in the discount rate,
investment performance and related tax consequences, the Company may choose to make contributions to its
pension plans in any given year in excess of required amounts. The Company’s contributions to plan assets were
$26 million in 2023 and $25 million in 2022 and the Company expects to contribute $27 million to plan assets in
2024.
The Company’s estimated future benefit payments as of December 31, 2023 are as follows:

Years

2024
2025
2026
2027
2028
From 2029 to 2033

PensionBenefits

Other
Long-term
Benefits

59
63
86
54
60
375

7
8
8
9
8
44

The Company has certain defined contribution plans, which accrue benefits for employees on a pro-rata basis
during their employment period based on their individual salaries. The Company’s accrued benefits related todefined contribution pension plans for $27 million as of December 31, 2023 and $24 million as of December 31,
2022. The annual cost of these plans amounted to approximately $114 million in 2023, $100 million in 2022 and$101 million in 2021.
17. OTHER LONG-TERM LIABILITIESOther long-term liabilities are detailed below:
December 31,
2023

December 31,
2022

188
20
92
196
152
25
—
62
735

141
31
81
51
—
73
4
73
454

Non-current operating lease liabilities
Contingent consideration on business combinations
Other employee benefits
Liabilities related to public funding
Advances received on capital grants
Advances from customers
Derivative instruments
Others
Total
Lease liabilities are described in Note 11.
Contingent consideration related to business acquisitions are further described in Note 26.
Other long-term employee benefits are described in Note 16.
Liabilities related to public funding are described in Note 7.

Advances received on capital grants relate to the joint venture the Company and Sanan Optoelectronics createdin 2023 for high-volume 200mm SiC device manufacturing activities in China, as described in Note 12. The
newly incorporated entity is a party to a regional public funding program, primarily consisting in capital grants
received on eligible capital expenditures (infrastructures and equipment). As of December 31, 2023, theCompany received $152 million of advances on these capital grants while the capital expenditures had not been

F-38

incurred yet. Consequently, these advances were reported as long-term liabilities in the consolidated balance
sheet as of December 31, 2023. Public funding is further described in Note 7.
Advances from customers are described in Note 14 and Note 19.
Derivative instruments are described in Note 26.
Other long-term liabilities also include individually not significant amounts as of December 31, 2023 andDecember 31, 2022, presented cumulatively in the line “Others”.
18. SHAREHOLDERS’ EQUITY
18.1 Outstanding shares
The authorized share capital of the Company is Euro 1,810 million, consisting of 1,200,000,000 common sharesand 540,000,000 preference shares, each with a nominal value of €1.04. As of December 31, 2023, the numberof shares of common stock issued was 911,281,920 shares (911,281,920 as of December 31, 2022).
As of December 31, 2023, the number of shares of common stock outstanding was 902,771,081, 903,865,763 asof December 31, 2022 and 906,518,057 as of December 31, 2021.
18.2 Preference shares
The 540,000,000 preference shares, when issued, will entitle a holder to full voting rights and to a preferential
right to dividends and distributions upon liquidation.
The Company is a party to an option agreement regarding the preference shares with Stichting Continuïteit ST(the “Stichting”), entered into on January 22, 2007, with a duration of ten years, an agreement which was
extended for another ten years in October 2016. The Managing Board and Supervisory Board, along with theboard of the Stichting, have declared that they are jointly of the opinion that the Stichting is independent of theCompany. The option agreement provides for the issuance of up to a maximum 540,000,000 preference shares.
Any such shares would be issued to the Stichting upon its request and in its sole discretion and upon payment ofat least 25% of the par value of the preference shares to be issued. The shares would be issuable in the event ofactions which the board of the Stichting determines would be contrary to the Company’s interests, shareholders
and other stakeholders and which, in the event of a creeping acquisition or offer for the Company’s commonshares, are not supported by the Company’s Managing Board and Supervisory Board. The preference shares
may remain outstanding for no longer than two years. The effect of the preference shares may be to deter
potential acquirers from effecting an unsolicited acquisition resulting in a change of control as well as to create alevel-playing field in the event actions which are considered to be hostile by the Company’s Managing Board
and Supervisory Board, as described above, occur and which the board of the Stichting determines to becontrary to the Company’s interests, shareholders and other stakeholders.
There were no preference shares issued as of December 31, 2023 and December 31, 2022.
18.3 Treasury stock
As of December 31, 2023, the Company owned 8,510,839 shares classified as treasury stock in the consolidated
statement of equity compared to 7,416,157 shares as of December 31, 2022 and 4,758,863 shares as ofDecember 31, 2021.
The treasury shares have been originally designated for allocation under the Company’s share-based
remuneration programs. As of December 31, 2023, 81,022,515 of these treasury shares were transferred to
employees under the Company’s share-based remuneration programs, of which 6,502,300 during the year ended
December 31, 2023, 6,587,002 shares during the year ended December 31, 2022 and 7,448,615 shares during
the year ended December 31, 2021.
On July 1, 2021, the Company announced the launch of a share buy-back program of up to $1,040 million to be
executed within a three-year period. During 2023, the Company purchased approximately 7.6 million shares of
its outstanding common stock for $346 million as part of the program. The Company purchased approximately

F-39

9.2 million shares of its outstanding common stock for $346 million during 2022. The Company purchased
approximately 3.9 million shares of its outstanding common stock for $172 million during 2021.
18.4 Unvested share awards for the Supervisory Board
On an annual basis and until the year 2012, the Compensation Committee (on behalf of the Supervisory Board
and with its approval) used to grant stock-based awards (options to acquire common shares of the Company) tothe members and professionals of the Supervisory Board (“The Supervisory Board Plan”). The awards were
granted at the nominal value of the share of €1.04 (exercise price of the option). The options granted under theSupervisory Board Plan vested and became exercisable immediately, while the shares resulting from theseawards vested and therefore became available for trade evenly over three years (one third every year), with nomarket, performance or service conditions.
At the Company’s AGM held on June 21, 2013, it was resolved to abolish and terminate the stock-based
compensation for the Supervisory Board members and professionals.
The table below summarizes grants under the outstanding stock award plans, as authorized by the Compensation
Committee:
Options
waivedat grant

Options
grantedYear of grant

2011
2012
Since 2013

172,500(30,000)
180,000(22,500)
No options granted

A summary of the options’ activity by plan for the years ended December 31, 2023 and December 31, 2022 ispresented below:

Year of grant

2011
2012

Outstanding
as ofDecember 31,
2021—
20,000

Expired /Cancelled

Outstanding
as ofDecember 31,
2022

Exercised

Expired /Cancelled

Outstanding
as ofDecember 31,
2023

—
—
(5,000) (15,000)

—
—

—
—

—
—

—
—

Exercised18.5 Unvested share awards for the employees
On an annual basis, the Compensation Committee (on behalf of the Supervisory Board and with its approval)
grants stock-based awards to the senior executives and selected employees (the “Employee Plan”). The awards
are granted for services rendered under the Employee Plan. There are two types of unvested shares: (1) shares
granted to employees, which are subject only to service conditions and vest over the requisite service period, and(2) shares granted to senior executives, for which vesting is subject to performance conditions.
For plan 2020, the performance conditions consisted of two external targets (sales evolution and operating
income compared to a basket of competitors) weighting for two thirds of the total number of awards granted,
and of one internal target (return on net assets compared to the previous period), weighting for one third of thetotal number of awards granted. For plans 2021, 2022 and 2023, the performance conditions consist of two
external targets (sales evolution and operating income compared to a basket of competitors) weighting for two
thirds of the total number of awards granted, and of one internal target (Company’s sustainability and diversity
performance), weighting for one third of the total number of awards granted. Sustainability and diversity
performance include environment/climate, diversity and inclusions indicators, ESG investor index and carbon
rating.
Stock awards are subject to three-year cliff-vesting for the Company's CEO, while they vest over a grading
three-year service period for other employees (32% as of the first anniversary of the grant, 32% as of the second
anniversary of the grant and 36% as of the third anniversary of the grant). Applicable only to the 2023 plan,

F-40

stock awards allocated to members of the Executive Committee are also subject to three-year cliff vesting. In
addition, for the year 2020, a Special Bonus was granted to the Company’s CEO.
The table below summarizes grants outstanding during the year 2023, as authorized by the Compensation
Committee:

Date of grant

June 17, 2020
July 23, 2020
December 24, 2020
July 28, 2021
December 21, 2021
July 27, 2022
December 22, 2022
July 26, 2023
December 11, 2023(*)

Number ofshares granted

Plan name2020 CEO Special Bonus
2020 Employee Plan
2020 Employee Plan
2021 Employee Plan
2021 Employee Plan
2022 Employee Plan
2022 Employee Plan
2023 Employee Plan
2023 Employee Plan

Number ofshares waived

16,0007,437,580
562,350
6,327,205
213,270
6,243,670
287,675
5,154,115
295,020

—
—
—
—
—
—
—
—
—

Number ofshares lost on
performance
conditions———(920,263)(60,483)
—
—
(*)
(*)

As of the date of issuance of these consolidated financial statements, a final decision by theCompensation Committee of the Supervisory Board on the achievement of the performance conditions
had not been made yet.

A summary of the unvested share activity by plan for the year ended December 31, 2023 is presented below:

Unvested Shares

Unvested as at
December 31,
2022

2020 CEO Special Bonus
2020 Employee Plan
2021 Employee Plan
2022 Employee Plan
2023 Employee Plan
Total

5,334
2,780,796
3,699,514
6,496,525—
12,982,169

GrantedForfeited /waivedCancelled on
failed vesting
conditions————
5,449,135
5,449,135—(11,851)(32,571)(80,065)(28,730)(153,217)

—
—
—
—
—
—

VestedUnvested as at
December 31,
2023(5,334)(2,768,945)(1,716,700)(2,065,721)—(6,556,700)——
1,950,243
4,350,739
5,420,405
11,721,387

The grant date fair value of unvested shares granted to the CEO under the 2020 CEO Special Bonus Plan was$26.64, which was based on the market price of the shares at the date of the grant.
The grant date weighted average fair value of unvested shares granted to employees under the 2020 Employee
Plan was $30.17. On March 24, 2021, the Compensation Committee approved the statement that with respect tothe shares subject to performance conditions, all three performance conditions were fully met. Consequently,
the compensation expense recorded on the 2020 Employee Plan reflects the statement that – for the portion ofshares subject to performance conditions – 100% of the awards granted has fully vested, as far as the service
condition was met.
The grant date weighted average fair value of unvested shares granted to employees under the 2021 Employee
Plan was $39.20. On March 23, 2022, the Compensation Committee approved the statement that with respect tothe shares subject to performance conditions, two performance conditions were fully met. Consequently, thecompensation expense recorded on the 2021 Employee Plan reflects the statement that – for the portion of sharessubject to performance conditions – two thirds of the awards granted will fully vest, as far as the service
condition is met.
The grant date weighted average fair value of unvested shares granted to employees under the 2022 Employee
Plan was $35.92. On March 22, 2023, the Compensation Committee approved the statement that with respect toF-41

the shares subject to performance conditions, all three performance conditions were fully met. Consequently, thecompensation expense recorded on the 2022 Employee Plan reflects the statement that – for the portion of sharessubject to performance conditions – 100% of the awards granted will fully vest, as far as the service condition ismet.
The grant date weighted average fair value of unvested shares granted to employees under the 2023 Employee
Plan was $50.96. Moreover, for the portion of the shares subject to performance conditions (2,589,952 shares)
the Company estimated the number of awards expected to vest by assessing the probability of achieving theperformance conditions. As of the date of issuance of these consolidated financial statements, a final
determination by the Compensation Committee of the Supervisory Board of the achievement of the performance
conditions had not been made yet. The Company estimated that 100% of the awards subject to performance
conditions are expected to vest. Consequently, the compensation expense recorded for the 2023 Employee Plan
reflects the expected vesting of 100% of the awards granted with performance conditions, subject to the service
condition being met. The assumption of the expected number of awards to be vested upon achievement of theperformance conditions is subject to changes based on the final measurement of the conditions, which is
expected to occur in the first half of 2024.
The following table illustrates the classification of pre-payroll tax and social contribution stock-based
compensation expense included in the consolidated statements of income for the years ended December 31,
2023, 2022 and 2021:

Cost of sales
R&D
SG&A
Total pre-payroll tax and social contribution
compensation

December 31,
2023

December 31,
2022

December 31,
2021

40
71
125

34
69
112

34
70
117

236

215

221

The grant date fair value of the shares that vested in 2023 was $226 million compared to $189 million in 2022
and $181 million in 2021.
Stock-based compensation, excluding payroll tax and social contribution, capitalized as part of inventory was$13 million as of December 31, 2023, compared to $11 million as of December 31, 2022 and $9 million as ofDecember 31, 2021. As of December 31, 2023, there was $265 million of total unrecognized compensation cost
related to the grant of unvested shares, which is expected to be recognized over a weighted average period of
approximately 10 months.
The total deferred income tax benefit recognized in the consolidated statements of income related to unvested
share-based compensation expense amounted to $17 million, $15 million and $14 million for the years ended
December 31, 2023, 2022 and 2021, respectively.

F-42

18.6 Accumulated other comprehensive income (loss) attributable to parent company
stockholders
The table below details the changes in AOCI attributable to the company’s stockholders by component, net oftax, for the years ended December 31, 2023, 2022 and 2021:

December 31, 2020
Cumulative tax impact
December 31, 2020, net of tax
OCI before reclassifications
Amounts reclassified from AOCIOCI for the year ended December 31,
2021
Cumulative tax impact
OCI for the year ended December 31,
2021,
net of tax
December 31, 2021
Cumulative tax impact
December 31, 2021, net of tax
OCI before reclassifications
Amounts reclassified from AOCIOCI for the year ended December 31,
2022
Cumulative tax impact
OCI for the year ended December 31,
2022,
net of tax
December 31, 2022
Cumulative tax impact
December 31, 2022, net of tax
OCI before reclassifications
Amounts reclassified from AOCIOCI for the year ended December 31,
2023
Cumulative tax impact
OCI for the year ended December 31,
2023,
net of tax
December 31, 2023
Cumulative tax impact
December 31, 2023, net of tax

Gains (Losses)
on Cash Flow
HedgesGains (Losses)
on AvailableFor-Sale
Securities

Defined Benefit
Pension Plan
Items

Foreign Currency
Translation
Adjustments(“CTA”)

61
(8)
53
(90)
(19)

1
—
1
(1)
—

(231)
51
(180)
56
13

849
—
849
(189)
—

680
43
723
(224)
(6)

(109)
14

(1)
—

69
(11)

(189)
—

(230)
3

(95)
(48)
6
(42)
(126)
197

(1)
—
—
—
(16)
—

58
(162)
40
(122)
80
4

(189)
660
—
660
(149)
—

(227)
450
46
496
(211)
201

71
(9)

(16)
2

84
(19)

(149)
—

(10)
(26)

62
23
(3)
20
38
(5)

(14)
(16)
2
(14)
6
—

65
(78)
21
(57)
(24)
7

(149)
511
—
511
133
—

(36)
440
20
460
153
2

33
(5)

6
(1)

(17)
4

133
—

155
(2)

28
56
(8)
48

5
(10)
1
(9)

(13)
(95)
25
(70)

133
644
—
644

153
595
18
613

F-43

Total

Items reclassified out of Accumulated Other Comprehensive Income for the years ended December 31,
2023, 2022, 2021 are listed in the table below:

Details about AOCI components

Gains (Losses) on Cash Flow
HedgesForeign exchange derivative
contracts
Foreign exchange derivative
contracts
Foreign exchange derivative
contracts

Defined Benefit Pension Plan
Items
Amortization of actuarial gains(losses)
Amortization of prior service
cost

Total reclassifications for theyear
Attributable to noncontrollinginterest
Attributable to the parent
company
stockholders

Amounts
reclassified
from
AOCI in theyear ended
December 31,
2023

Amounts
reclassified
from
AOCI in theyear ended
December 31,
2022

Amounts
reclassified
from
AOCI in theyear ended
December 31,
2021

$

1 $

(129) $$

1 $(15) $

$
$
$

3 $
— $
5 $

(53) $
27 $(170) $

$

(6) $

(3) $

$
$
$

(1) $
1 $
(6) $

(1) $
1 $
(3) $

$

(1) $

(173) $

5

$

— $

— $

—

$

(1) $

(173) $

5

Affected line item in thestatement where
net income (loss) is presented

15 Cost of sales
Selling, general and1 administrative expenses
Research and development
3 expenses(3) Income tax benefit (expense)
16 Net of tax

Other components of pension(12) benefit costs
Other components of pension(1) benefit costs
2 Income tax benefit (expense)(11) Net of tax

18.7 Dividends
The Company is governed under the laws of the Netherlands. The Articles of Association provide that the net
result for the year, after deduction of (i) any amount to set up and maintain reserves required by Dutch Law and
the Articles of Association, (ii) if any of our preference shares are issued and outstanding, the dividend to be
paid to the holders of preference shares and (iii) the aforementioned allocation to the reserve fund, is subject tothe disposition by the General Meeting of Shareholders ("AGM").
The AGM held on May 25, 2023, authorized the distribution of a cash dividend of $0.24 per outstanding shareof the Company’s common stock, to be distributed in quarterly installments of $0.06 in each of the second, thirdand fourth quarters of 2023 and first quarter of 2024. An amount of $55 million corresponding to the first
installment, $54 million corresponding to the second installment and $54 million corresponding to the third
installment were paid as of December 31, 2023. The amount of $54 million corresponding to the last installment
was presented in the line “Dividends payable to stockholders” in the consolidated balance sheet as ofDecember 31, 2023.
The AGM held on May 25, 2022 authorized the distribution of a cash dividend of $0.24 per outstanding share of
the Company’s common stock, to be distributed in quarterly installments of $0.06 in each of the second, thirdand fourth quarters of 2022 and first quarter of 2023. The amounts of $55 million corresponding to the first
installment, $54 million corresponding to the second installment and $48 million corresponding to the third
installment were paid in 2022. An amount of $6 million corresponding to the remaining portion of the third
installment and $54 million corresponding to the fourth installment were paid in 2023.

F-44

The AGM held on May 27, 2021 authorized the distribution of a cash dividend of $0.24 per outstanding share of
the Company’s common stock, to be distributed in quarterly installments of $0.06 in each of the second, thirdand fourth quarters of 2021 and first quarter of 2022. An amount of $54 million corresponding to the first
installment, $55 million corresponding to the second installment and $54 million corresponding to the third
installment were paid in 2021. An amount of $55 million corresponding to the fourth installment was paid in
2022.
19. REVENUES
19.1 Nature of goods and services
The Company designs, develops, manufactures and markets a broad range of products, including discrete andstandard commodity components, application-specific integrated circuits (“ASICs”), full-custom devices andsemi-custom devices and application specific standard products (“ASSPs”) for analog, digital and mixed-signal
applications. In addition, the Company participates in the manufacturing value chain of smartcard products,
which includes the production and sale of both silicon chips and smartcards.
The principal activities – separated by reportable segments – from which the Company generates its revenues
are described in Note 20.
Other revenues consist of license revenue, service revenue related to transferring licenses, patent royalty
income, sale of scrap materials and manufacturing by-products.
While the majority of the Company’s sales agreements contain standard terms and conditions, the Company
may, from time to time, enter into agreements that contain multiple performance obligations or terms andconditions. Those agreements concern principally the revenues from services, where the performance obligation
is satisfied over time. The objective when allocating the transaction price is to allocate the transaction price toeach performance obligation (or distinct good or service) in an amount that depicts the amount of consideration
to which the Company expects to be entitled in exchange for transferring the promised goods or services to thecustomer.
19.2 Revenue recognition and disaggregation
The Company recognizes revenue from products sold to a customer, including distributors, when it satisfies a
performance obligation at a point in time by transferring control over a product to the customer. This usuallyoccurs at the time of shipment. The performance obligations linked to the sale of goods contracts have theoriginal expected length of less than one year. The transaction price is determined based on the contract terms,
adjusted for price protection, if applicable. The revenues from services are usually linked to performanceobligations transferred over time and are recognized in line with the contract terms.
In 2023 and 2022, the Company signed several multi-annual capacity reservation and volume commitment
arrangements with certain customers. These agreements constitute a binding commitment for the customers topurchase and for the Company to supply allocated commitment volumes in exchange for additional
consideration. The consideration related to commitment fees is reported as revenues from sale of products as it
is usually based on delivered quantities. Advances from customers received as part of those agreements aredescribed in Note 14 and Note 17.
The payment terms typically range between 30 to 90 days.
The Company’s consolidated net revenues disaggregated by reportable segment are presented in Note 20. The
following tables present the Company’s consolidated net revenues disaggregated by geographical region of
shipment, nature and market channel:

F-45

Year ended

Net revenues by geographical region of
shipment(1)EMEA
Americas
Asia PacificTotal net revenues
Net revenues by nature
Revenues from sale of products
Revenues from sale of services
Other revenues
Total net revenues
Net revenues by market channel(2)Original Equipment Manufacturers (“OEM”)
Distribution
Total net revenues(1)

December 31,
2023

December 31,
2022

December 31,
2021

4,836
2,724
9,726
17,286

3,619
2,310
10,19916,128

2,557
1,525
8,679
12,761

17,094145
47
17,286

15,953130
45
16,12812,560169
32
12,761

11,468
5,818
17,286

10,764
5,364
16,128

8,486
4,275
12,761

Net revenues by geographical region of shipment are classified by location of customer invoiced or reclassified by shipment
destination in line with customer demand. For example, products ordered by U.S.-based companies to be invoiced to Asia Pacificaffiliates are classified as Asia Pacific revenues. Furthermore, the Company, among the different periods, may be affected by shifts
in shipments from one location to another, as requested by customers.
Original Equipment Manufacturers (“OEM”) are the end-customers to which the Company provides direct marketing applicationengineering support, while Distribution refers to the distributors and representatives that the Company engages to distribute its
products around the world.

(2)

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an
original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at theamount to which the Company has the right to invoice for services performed.
In 2023, 2022 and 2021, the Company’s largest customer, Apple, represented 12.3%, 16.8% and 20.5% ofconsolidated net revenues, respectively, reported in the ADG, AMS and MDG segments.
20. SEGMENT INFORMATIONThe Company designs, develops, manufactures and markets a broad range of products, including discrete andstandard commodity components, ASICs, full custom devices and semi-custom devices and ASSPs for analog,
digital, and mixed-signal applications. In addition, the Company further participates in the manufacturing value
chain of smartcard products, which includes the production and sale of both silicon chips and smartcards.
As of December 31, 2023, the Company’s reportable segments were as follows:•

Automotive and Discrete Group (ADG), comprised of dedicated automotive integrated circuits (“ICs”),
and discrete and power transistor products.

•

Analog, MEMS and Sensors Group (AMS), comprised of analog, smart power, MEMS sensors andactuators, and optical sensing solutions.

•

Microcontrollers and Digital ICs Group (MDG), comprised of general-purpose microcontrollers andmicroprocessors, connected security products (e.g. embedded secured elements and NFC readers),
memories (e.g. serial and page EEPROM) and RF and Communications products.

Net revenues of “Others” include revenues from sales assembly services and other revenues. For thecomputation of the segments’ internal financial measurements, the Company uses certain internal rules ofallocation for the costs not directly chargeable to the segments, including cost of sales, SG&A expenses and apart of R&D expenses. In compliance with the Company’s internal policies, certain costs are not allocated to thesegments, but reported in “Others”. Those comprise unused capacity charges, including reduced manufacturing
activity due to COVID-19 and incidents leading to power outage, impairment, restructuring charges and otherrelated closure costs, management reorganization expenses, start-up and phase-out costs, and other unallocatedF-46

income (expenses) such as: strategic or special R&D programs, certain corporate-level operating expenses,
patent claims and litigations, and other costs that are not allocated to product groups, as well as operating
earnings of other products. In addition, depreciation and amortization expense is part of the manufacturing costs
allocated to the segments and is neither identified as part of the inventory variation nor as part of the unused
capacity charges; therefore, it cannot be isolated in cost of sales. Finally, public grants are allocated to theCompany’s segments proportionally to the incurred expenses on the sponsored projects.
Wafer costs are allocated to the segments based on actual cost. From time to time, with respect to specifictechnologies, wafer costs are allocated to segments based on market price.
The following tables present the Company’s consolidated net revenues and consolidated operating income byreportable segment.
Net revenues by reportable segment:

ADG
AMS
MDG
Total net revenues of product segments
OthersTotal consolidated net revenues

December 31,
2023

December 31,
2022

December 31,
2021

7,848
3,991
5,431
17,27016
17,286

5,969
4,911
5,228
16,10820
16,128

4,350
4,587
3,802
12,73922
12,761

December 31,
2023

December 31,
2022

December 31,
2021

2,497
690
1,838

1,469
1,237
1,830

512
1,022
908

5,025
(414)
4,611

4,536
(97)
4,439

2,442
(23)
2,419

Operating income by reportable segment:
ADG
AMS
MDG
Total operating income of productsegments
Others(1)Total consolidated operating income(1)

Operating income (loss) of “Others” includes items such as unused capacity charges, including unloading charges due to COVID-19
and incidents leading to power outage, impairment, restructuring charges and other related closure costs, management reorganization
costs, start-up and phase-out costs, and other unallocated expenses such as: strategic or special R&D programs, certain corporate-level
operating expenses, patent claims and litigations, and other costs that are not allocated to product groups, as well as operating earningsof other products.

F-47

The reconciliation of operating income of reportable segments to the total consolidated operating income ispresented in the below table:

Total operating income of reportable segments
Impairment, restructuring charges andother related closure costs
Impairment loss on intangible assets acquired
through recent business combinations
Start-up and phase-out costs
Unused capacity charges
Other unallocated manufacturing results
Gain on sale of non-current assets
Strategic and other research and development
programs and other non-allocated provisions(1)Total operating loss Others
Total consolidated operating income(1)

December 31,
2023

December 31,
2022

December 31,
2021

5,025

4,536

2,442

—

—

(2)

(36)
(134)
(120)
(94)
4

—
(13)
(22)
(57)
2

—
—
(16)
1
3

(34)
(414)
4,611

(7)
(97)
4,439

(9)
(23)
2,419

Includes unallocated income and expenses such as certain corporate-level operating expenses and other income (costs) that are notallocated to the product segments.

The following is a summary of operations by entities located within the indicated geographic areas for 2023,
2022 and 2021. Net revenues represent sales to third parties from the country in which each subsidiary is
domiciled. The Company is incorporated under Dutch law with head offices located in the Netherlands while theCompany’s operational office and headquarters are located in Switzerland. Long-lived assets consist of property,
plant and equipment, net. A significant portion of property, plant and equipment expenditures is attributable tofront-end and back-end facilities, located in the different countries in which the Company operates. As such, theCompany mainly allocates capital spending resources according to geographic areas rather than along productsegment areas.
Net revenues

Switzerland
FranceItaly
USA
SingaporeJapan
Other countries
Total net revenues

F-48

December 31,
2023

December 31,
2022

December 31,
2021

5,755
158
54
2,279
8,138
890
12
17,286

4,569
153
47
1,981
8,604
758
16
16,128

3,282
126
56
1,253
7,442
586
16
12,761

Property, plant and equipment, net

Netherlands
France
Italy
Other European countries
USA
Singapore
Malaysia
Other countries
Total property, plant and equipment, net

December 31,
2023

December 31,
2022

3,996
1,837
2,108
170
59
1,347
478
559
10,554

2,753
1,774
1,683
161
52
880
365
533
8,201

21. OTHER INCOME AND EXPENSES, NET
Other income and expenses, net consisted of the following:

Public funding
Start-up and phase-out costs
Exchange gain (loss), net
Patent costs
Gain on sale of non-current assets
COVID-19 incremental costs
Other, net
Total

Year ended
December 31,
2023

Year ended
December 31,
2022

Year ended
December 31,
2021

201
(134)
5
(12)
6
—
(11)
55

177
(13)
15
(8)
2
(10)
(4)
159

162
—
7
(10)
5
(19)
(4)
141

The Company receives public funding from governmental bodies in several jurisdictions. Public funding isfurther described in Note 7.
Start-up costs represent costs incurred in the ramp-up phase of the Company’s newly integrated manufacturing
facilities, primarily for the new 300mm fab in Agrate, Italy. Phase-out costs are costs incurred during the closing
stage of a Company’s manufacturing facility.
Exchange gains and losses, net represent the portion of exchange rate changes on transactions denominated incurrencies other than a subsidiary’s functional currency and the changes in fair value of derivative instruments
which are not designated as hedges, as described in Note 26.
Patent costs mainly include legal and attorney fees and payment for claims, patent pre-litigation consultancy andlegal fees. They are reported net of settlements, if any, which primarily include reimbursements of prior patent
litigation costs.
COVID-19 incremental costs were mainly composed of incremental expenses primarily related to sanitary
measures undertaken to protect employees. Starting January 1, 2023, the Company no longer reports Covid-19
related expenses as a component of the line “Other income and expenses, net” in the consolidated statement ofincome.

F-49

22. INTEREST INCOME (EXPENSE), NETInterest income (expense), net consisted of the following:
Year ended
December 31,
2023

IncomeExpenseTotal

Year ended
December 31,
2022

Year ended
December 31,
2021

226
(55)

71
(13)

13
(42)

171

58

(29)

Interest income is related to cash and cash equivalents, short-term deposits and marketable securities held by theCompany.
Interest income, net recorded in 2023 was composed of $226 million of interest income, partially offset byinterest expense on borrowings and banking fees of $55 million.
Interest expense included the financial cost of the convertible bonds issued by the Company in 2020. On
January 1, 2022, the Company adopted the new U.S. GAAP reporting guidance on distinguishing liabilities fromequity and EPS. The new guidance was adopted by applying the modified retrospective method, under whichprior year periods are not restated. Interest expense recorded in 2021 included a charge of $34 million related tothe outstanding senior unsecured convertible bonds, mainly resulting from the non-cash accretion expense, as
recorded under the previous accounting guidance. With the adoption of the new guidance, the finance cost of theconvertible debt instruments outstanding at the date of adoption is limited to the amortization expense of debt
issuance costs. The amortization expense of debt issuance costs amounted to $1 million for the year ended
December 31, 2023, $1 million for the year ended December 31, 2022 and $3 million for the year ended
December 31, 2021.
No borrowing cost was capitalized in 2023, 2022 and 2021. Nominal interest income received in cash on U.S.
Treasury Bonds classified as available-for-sale marketable securities amounted to $15 million for the year ended
December 31, 2023, $1 million for the year ended December 31, 2022 and $1 million for the year ended
December 31, 2021.
23. INCOME TAX
Income (loss) before income tax is comprised of the following:
Year ended
December 31,
2023

Income (loss) recorded in the Netherlands
Income (loss) from foreign operations
Income (loss) before income tax benefit (expense)

(32)
4,795
4,763

Year ended
December 31,
2022

(22)
4,508
4,486

Year ended
December 31,
2021

(20)
2,357
2,337

STMicroelectronics N.V. and its subsidiaries are individually liable for income taxes in their jurisdictions.

F-50

Income tax benefit (expense) is comprised of the following:
Year ended
December 31,
2023

The Netherlands taxes - current
Foreign taxes - current
Total current taxes
The Netherlands taxes - deferred
Foreign taxes - deferred
Total deferred taxes
Income tax expense
Effective tax rate

—
(528)
(528)
—
(13)
(13)
(541)
11 %

Year ended
December 31,
2022

—
(510)
(510)
—
(10)
(10)
(520)
12 %

Year ended
December 31,
2021

—
(285)
(285)
—
(46)
(46)
(331)
14 %

The principal items comprising the differences in income taxes computed at the Netherlands statutory rate of
25.8% in 2023, 25.8% in 2022 and 25% in 2021, and the effective income tax rate are the following:
Year ended
December 31,
2023

Income tax benefit (expense) computed atstatutory rate
Non-deductible and non-taxable permanentdifferences, net
Change in valuation allowances
Effect of changes in tax laws and similar
Current year tax credits
Other tax and credits
Benefits from tax holidays
Net impact of changes to uncertain tax positions
Earnings of subsidiaries taxed at different rates
Income tax benefit (expense)

Year ended
December 31,
2022

Year ended
December 31,
2021(1,229)(1,158)

(584)

6
—

22
140

4
(2)

149
29
34
45
(8)
433
(541)

6
30
(51)
60
(12)
443
(520)

6
39
(22)
49
(8)
187
(331)

In 2022, the variation on the valuation allowance was related to the assessment of the recoverability of thedeferred tax assets following the improved stability of profits of the Company in various jurisdictions.
The variation in the line "Effect of changes in tax laws and similar" in 2023 mainly relates to the recognition ofa net deferred tax asset of $52 million related to a tax credit granted for technological activities, as well as theimpact of the conclusion in 2023 of tax authority discussions resulting in the recognition of a net deferred tax
asset of $81 million for intangibles recognized for tax purposes. These will be amortized over time and result ina future cash tax benefit.
The tax holidays represent a tax exemption period aimed to attract foreign technological investment in certain
tax jurisdictions. The effect of the tax benefits, from tax holidays for countries which are profitable, on basic
earnings per share was $0.05, $0.07 and $0.05 for the years ended December 31, 2023, 2022 and 2021,
respectively. These agreements are present in various countries and include programs that reduce up to andincluding 100% of taxes in years affected by the agreements. The Company’s tax holidays expire at various
dates through the year ending December 31, 2029. In certain countries, tax holidays can be renewed dependingon the Company still meeting certain conditions at the date of expiration of the current tax holidays.

F-51

Component of the Net Deferred Tax Asset and Liability
Deferred tax assets and liabilities consisted of the following:
December 31,
2023

Tax loss carryforwards, tax credits and othertax attributes
Less unrecognized tax benefits
Tax loss carryforwards, tax credits and othertax attributes, net of unrecognized tax
benefits
Inventory valuation
Fixed asset depreciation
Increased depreciation incentives
Capitalized development costs
Receivables for government funding
Tax credits granted on capital investments
Pension
Stock awards
Operating lease liabilities
Commercial accruals
Other temporary differences
Total deferred tax assets
Valuation allowances
Deferred tax assets, net
Accelerated fixed asset depreciation
Acquired intangible assets
Advances of government funding
Operating lease right-of-use assets
Other temporary differences
Deferred tax liabilities
Net deferred income tax asset

December 31,
2022

886
(21)

520
(25)

865
48
61
48
38
152
226
67
17
69
38
33
1,662
(782)
880
(40)
(24)
(185)
(62)
(31)
(342)
538

495
42
55
83
79
121
218
62
17
50
27
27
1,276
(416)
860
(37)
(23)
(177)
(50)
(31)
(318)
542

For a particular tax-paying component of the Company and within a particular tax jurisdiction, all deferred tax
liabilities and assets are offset and presented as a single amount in the balance sheet. The Company does notoffset deferred tax liabilities and assets attributable to different tax-paying components or to different tax
jurisdictions. The above table presents the deferred tax assets and liabilities before offset.
The variations in the lines "Tax losses carried forward, tax credits and other tax attributes" and "Valuation
allowances” mainly include the recognition of deferred tax assets for a tax credit related to technologicalactivities and the impact of the conclusion of discussions with the tax authorities for intangibles recognized fortax purposes, totaling $479 million decreased by $126 million related to the utilization of the tax losses inseveral jurisdictions following management’s assessment of the likelihood of future realization of the gross
DTA recognized in the period.
The “Tax credits granted on capital investments” is mainly related to a 2003 agreement granting the Company
certain tax credits for capital investments purchased through the year ending December 31, 2006. Any unused
tax credits granted under the agreement will be impacted yearly by a legal inflationary index (currently 3.64%
per annum). The credits may be utilized depending on the Company meeting certain program criteria and haveno expiration date. In addition to this agreement, starting from 2007 the Company continues to receive tax
credits on the yearly capital investments, which may be used to offset that year’s tax liabilities and increases by
the legal inflationary rate. However, pursuant to the inability to utilize these credits currently and in future years,

F-52

the Company did not recognize any deferred tax asset on such tax allowance. As a result, there is no financial
impact to the net deferred tax assets of the Company.
Deferred tax asset expiration
As of December 31, 2023, the Company and its subsidiaries have gross deferred tax assets on tax loss
carryforwards, tax credits and other tax attributes that expire starting from 2024.
December 31,
2023

Year

2024
2025
2026
2027
2028
Thereafter
Total

3
2
2
4
3
872
886

The amount reported on the line “Thereafter” includes tax attributes that expire in 2029 for $276 million and tax
credit which will expire in 2030 for $203 million. The majority of the remaining amount has no expiration date.
Deferred Tax expense recognized through Other Comprehensive Income
In 2023, the Company recognized a deferred tax expense of $4 million as a component of other comprehensive
income (loss), compared to a deferred tax expense of $26 million in 2022. They were related primarily to the tax
effects of the recognized unfunded status on defined benefits plan.
Deferred tax on undistributed Earnings from foreign subsidiaries
The cumulative amount of distributable earnings related to the Company’s investments in foreign subsidiaries
and corporate joint ventures was $7,575 million and $7,140 million as of December 31, 2023 and December 31,
2022, respectively. Due to the Company’s legal and tax structure, with the parent company established in the
Netherlands, there is no significant tax impact from the distribution of earnings for $6,965 million frominvestments in foreign subsidiaries and corporate joint ventures. This is because there is no tax impact on
dividends paid up to a Dutch holding company by qualifying investments. The amount of distributable earnings
becoming taxable upon repatriation amount to $607 million. An amount of $387 million is indefinitely
reinvested by the foreign subsidiaries. As of December 31, 2023, a deferred tax liability is recognized for$22 million on the amount of earnings expected to be repatriated in a foreseeable future.

F-53

Unrecognized Tax Benefits
A reconciliation of 2023, 2022 and 2021 beginning and ending amounts of unrecognized tax benefits is asfollows:
December 31,
2023

December 31,
2022

December 31,
2021

61

118

48

—

4

72

—
11
—
(14)
(4)
1
55

—
13
(69)
(2)
—
(3)
61

—
1
(1)
—
—
(2)
118

Balance at beginning of year
Additions based on tax positions related to thecurrent year
Additions based on acquisitions related to thecurrent year
Additions for tax positions of prior years
Reduction for tax positions of prior years
Settlements
Reductions due to lapse of statute of limitations
Foreign currency translation
Balance at end of year

In addition, as of December 31, 2023, $21 million of unrecognized tax benefits were classified as a reduction ofdeferred tax assets (as of December 31, 2022, the amount was $25 million). It is reasonably possible that certainof the uncertain tax positions disclosed in the table above could increase or decrease within the next 12 months
due to ongoing tax audits. The Company is not able to make an estimate of the range of the reasonably possible
change impacting the annual effective tax rate.
Additionally, the Company elected to classify accrued interest and penalties related to uncertain tax positions ascomponents of income tax expense in the consolidated statements of income. They were less than $1 million in
2023, less than $1 million in 2022 and $1 million in 2021. Accrued interest and penalties amounted to$6 million as of December 31, 2023 and $6 million as of December 31, 2022.
The tax years that remain open for review from the tax authorities in the Company’s major tax jurisdictions arefrom 1997 to 2023.
Pillar II income taxes
Pillar II legislation has been enacted in certain jurisdiction the Company operates (Netherlands, the majority of
the European Countries and Switzerland). The legislation will be effective for the Company's financial year
beginning January 1, 2024. The Company is in the scope and has performed a preliminary assessment of thepotential exposure of the Pillar II incomes taxes.
The assessment of the potential exposure to Pillar II income taxes is based on the most recent tax filings, 2022
country-by-country reporting and financial statements for the constituent entities in the Company. Based on theassessment, the Pillar II effective tax rates in most of the jurisdictions are above 15%. However, there is alimited number of jurisdictions where the transitional safe harbour relief does not apply and the Pillar II
effective tax rate is slightly below 15%. Therefore, the Company expects a limited tax exposure to Pillar II
income taxes in those jurisdictions. Pillar II income taxes impact will depend on the level of 2024 operating
results within those jurisdictions as well as potential enactment of the Pillar II legislation or change in tax laws
in those jurisdictions.

F-54

24. EARNINGS PER SHARE
For the years ended December 31, 2023, 2022 and 2021, earnings per share (“EPS”) was calculated as follows:

Basic EPS
Net income attributable to parent company as reported
Weighted average number of shares outstanding
Basic EPS
Diluted EPS
Net income attributable to parent company as reported
add-back interest expense, net of income tax effect
Net income attributable to parent company as adjusted
Weighted average shares outstanding
Dilutive effect of stock awards
Dilutive effect of convertible bonds
Number of shares used in calculating diluted EPS
Diluted EPS

Year ended
December 31,
2023

Year ended
December 31,
2022

Year ended
December 31,
2021

4,211
903,513,952
4.66

3,960
905,606,885
4.37

2,000
904,332,429
2.21

4,211
1
4,212
903,513,952
6,858,815
33,825,000
944,197,767
4.46

3,960
2
3,962
905,606,885
6,789,662
33,825,000
946,221,547
4.19

2,000
—
2,000
904,332,429
9,107,124
11,402,645
924,842,198
2.16

On January 1, 2022, the Company adopted the new guidance on distinguishing liabilities from equity and EPS
by applying the modified retrospective method, under which prior year periods are not restated.
Under the previous guidance, the Company applied the treasury stock method to determine the dilutive effect ofconvertible bonds as past experience, existing stated policies, and the contractual terms of the bonds provided areasonable basis to expect that the settlement would include cash, shares, or a mix of both.
With the adoption of the new guidance, the treasury stock method is no longer admitted and the application of
the if-converted method is mandatory to determine the dilutive effect of convertible bonds. The senior unsecured
convertible bonds issued on August 4, 2020 are consequently fully dilutive, with the total underlying sharespresented in the line “Dilutive effect of convertible bonds” of the table above for the years ended December 31,
2023 and December 31, 2022.
25. COMMITMENTS, CONTINGENCIES, CLAIMS AND LEGAL PROCEEDINGSThe Company's commitments relate to multi-annual agreements with suppliers when there is a fixed, noncancelable commitment or when minimum payments are due on a committed delivery schedule. These
commitments are primarily comprised of purchase commitments for outsourced foundry wafers ($1.1 billion)
and firm contractual commitments related to power purchase and minimum energy efficiency, as part of theCompany's actions to become carbon neutral by 2027 on scope 1 and 2 and partially scope 3 ($0.8 billion).
The Company is subject to possible loss contingencies arising in the ordinary course of business. These include
but are not limited to: product liability claims and/or warranty cost on the products of the Company, contractual
disputes, indemnification claims, claims for unauthorized use of third-party intellectual property, employee
grievances, tax claims beyond assessed uncertain tax positions as well as claims for environmental damages. In
determining loss contingencies, the Company considers the likelihood of impairing an asset or the incurrence ofa liability at the date of the consolidated financial statements as well as the ability to reasonably estimate theamount of such loss. The Company records a provision for a loss contingency when information available
before the consolidated financial statements are issued or are available to be issued indicates that it is probablethat an asset has been impaired or a liability has been incurred at the date of the consolidated financial
statements and when the amount of loss can be reasonably estimated. The Company regularly re-evaluates
claims to determine whether provisions need to be readjusted based on the most current information available to
the Company. Changes in these evaluations could result in an adverse material impact on the Company’s resultsof operations, cash flows or its financial position for the period in which they occur.

F-55

The Company has received and may in the future receive communications alleging possible infringements ofthird-party patents or other third-party intellectual property rights. Furthermore, the Company from time to timeenters into discussions regarding a broad patent cross license arrangement with other industry participants. Thereis no assurance that such discussions may be brought to a successful conclusion and result in the intended
agreement. The Company may become involved in costly litigation brought against the Company regarding
patents, mask works, copyrights, trademarks or trade secrets. In the event that the outcome of any litigation
would be unfavorable to the Company, the Company may be required to take a license to third-party patents
and/or other intellectual property rights at economically unfavorable terms and conditions, and possibly pay
damages for prior use and/or face an injunction, all of which individually or in the aggregate could have amaterial adverse effect on the Company’s results of operations, cash flows, financial position and/or ability tocompete.
On December 4, 2023, a jury in the United States District Court for the Western District of Texas in Waco,
Texas (USA) returned a verdict in a patent infringement lawsuit in favor of the plaintiff, Purdue University. The
Court has not issued final judgment. If the Court issues a final judgment in the plaintiff’s favor, the Company
will file post-trial motions and, if they are denied, the Company will file an appeal to the United States Court ofAppeals for the Federal Circuit in Washington DC. The risk on this case is considered as possible and, based on
the jury verdict, the possible loss is estimated at $32 million.
The Company has contractual commitments to various customers which could require the Company to incur
costs to repair or replace defective products it supplies to such customer. The duration of these contractual
commitments varies and, in certain cases, is indefinite. The Company is otherwise also involved in various
lawsuits, claims, inquiries, inspections, investigations and/or proceedings incidental to its business andoperations. Such matters, even if not meritorious, could result in the expenditure of significant financial ormanagerial resources. Any of the foregoing could have a material adverse effect on the Company’s results ofoperations, cash flows or its financial position.
The Company regularly evaluates claims and legal proceedings together with their related probable losses todetermine whether they need to be adjusted based on the current information available to the Company. Therecan be no assurance that its recorded reserves will be sufficient to cover the extent of its potential liabilities.
Legal costs associated with claims are expensed as incurred. In the event of litigation which is adversely
determined with respect to the Company’s interests, or in the event the Company needs to change its evaluationof a potential third-party claim, based on new evidence or communications, a material adverse effect could
impact its operations or financial condition at the time it were to materialize.
As of December 31, 2023 and 2022, respectively, provisions for estimated probable losses with respect toclaims and legal proceedings were not considered material.
26. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
26.1 Financial risk factors
The Company is exposed to changes in financial market conditions in the normal course of business due to its
operations in different foreign currencies and its ongoing investing and financing activities. The Company’s
activities expose it to a variety of financial risks: market risk (including foreign exchange risk, fair value interest
rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk
management program focuses on the unpredictability of financial markets and seeks to minimize potential
adverse effects on the Company’s financial performance. The Company uses derivative financial instruments tohedge certain risk exposures.
Financial risk management is carried out by a central treasury department (Corporate Treasury). Additionally, aTreasury Committee, chaired by the Chief Financial Officer, steers treasury activities and ensures compliancewith corporate policies. Treasury activities are thus regulated by the Company’s policies, which define
procedures, objectives and controls. The policies focus on managing financial risk in terms of exposure tomarket risk, credit risk and liquidity risk. Treasury controls are subject to internal audits. Most treasury
activities are centralized, with any local treasury activities subject to oversight from Corporate Treasury.
Corporate Treasury identifies, evaluates and hedges financial risks in close cooperation with the Company’s
subsidiaries. It provides written principles for overall risk management, as well as written policies covering
specific areas, such as foreign exchange risk, interest rate risk, price risk, credit risk, use of derivative financial
instruments, and investments of excess liquidity.

F-56

The majority of cash and cash equivalents is held in U.S. dollars and Euros and is placed with financial
institutions rated at least a single “A” long-term rating from two of the major rating agencies, meaning at leastA3 from Moody’s and A- from S&P and Fitch, or better. These ratings are closely and continuously monitored
in order to manage exposure to the counterparty’s risk. Hedging transactions are performed only to hedge
exposures deriving from operating, investing and financing activities conducted in the normal course ofbusiness.
Market risk
Foreign exchange risk
The Company conducts its business globally in various major international currencies. As a result, the Company
is exposed to adverse movements in foreign currency exchange rates, primarily regarding the Euro. Foreignexchange risk mainly arises from recognized assets and liabilities at the Company’s subsidiaries and futurecommercial transactions.
Management has set up a policy to require the Company’s subsidiaries to hedge their entire foreign exchange
risk exposure with the Company through financial instruments transacted or overseen by Corporate Treasury.
Subsidiaries use forward contracts and purchased currency options to manage their foreign exchange risk arisingfrom foreign-currency-denominated assets and liabilities. Foreign exchange risk arises when recognized assets
and liabilities are denominated in a currency that is not the entity’s functional currency. These instruments do
not qualify as hedging instruments for accounting purposes. Forward contracts and currency options, including
collars, are also used by the Company to reduce its exposure to U.S. dollar fluctuations in Euro-denominatedforecasted transactions that cover a large part of its R&D and corporate costs expenses as well as a portion of its
front-end manufacturing costs of semi-finished goods. The Company also hedges through the use of currency
forward contracts certain Singapore dollar-denominated manufacturing forecasted transactions. The derivative
instruments used to hedge these forecasted transactions meet the criteria for designation as cash flow hedge. The
hedged forecasted transactions have a high probability of occurring for hedge accounting purposes.
It is the Company’s policy to have the foreign exchange exposures in all the currencies hedged month by monthagainst the monthly standard rate. At each month end, the forecasted flows for the coming month are hedged
together with the fixing of the new standard rate. For this reason, the hedging transactions will have an exchange
rate very close to the standard rate at which the forecasted flows will be recorded in the following month. As
such, the foreign exchange exposure of the Company, which consists of the balance sheet positions and othercontractually agreed transactions, is always close to zero and any movement in the foreign exchange rates will
therefore not influence the exchange effect on items of the consolidated statement of income. Any discrepancy
between the forecasted values and the actual results is constantly monitored and prompt actions are taken, if
needed.
Derivative Instruments Not Designated as a Hedge
The Company enters into foreign currency forward contracts to reduce its exposure to changes in exchange rates
and the associated risk arising from the denomination of certain assets and liabilities in foreign currencies at theCompany’s subsidiaries. These include receivables from international sales by various subsidiaries, payables forforeign currency-denominated purchases and certain other assets and liabilities arising from intercompany
transactions.
The notional amount of these financial instruments totaled $974 million, $931 million and $505 million on
December 31, 2023, 2022 and 2021, respectively. The principal currencies covered at the end of the year 2023
are the China Yuan Renminbi, the Singapore dollar, the Euro, the Japanese yen, the Swiss franc, the Indianrupee, the Malaysian ringgit, the Moroccan dirham, the Philippines peso, the Swedish krona, the Taiwan dollar,
and the South Korean won.
The risk of loss associated with forward contracts is equal to the exchange rate differential from the time thecontract is entered into until the time it is settled. The risk of loss associated with purchased currency options isequal to the premium paid when the option is not exercised.
Foreign currency forward contracts not designated as cash flow hedge outstanding as of December 31, 2023
have remaining terms of 3 days to 166 days, maturing on average after 47 days.

F-57

Derivative Instruments Designated as a Hedge
To further reduce its exposure to U.S. dollar exchange rate fluctuations, the Company hedges through the use ofcurrency forward contracts and currency options, including collars, certain Euro-denominated forecasted
intercompany transactions that cover at year-end a large part of its R&D and SG&A expenses, as well as a
portion of its front-end manufacturing costs of semi-finished goods within cost of sales. The Company also
hedges through the use of currency forward contracts certain manufacturing transactions within cost of sales
denominated in Singapore dollars.
The principles regulating the hedging strategy for derivatives designated as cash flow hedge are established asfollows: (i) for R&D and corporate costs, up to 80% of the total forecasted transactions; (ii) for manufacturingcosts, up to 70% of the total forecasted transactions. In order to follow a dynamic hedge strategy, the Company
may change the percentage of the designated hedged item within the limit of 100% of the forecasted transaction.
The maximum length of time over which the Company could hedge its exposure to the variability of cash flows
for forecasted transactions is 24 months.
For the year ended December 31, 2023, the Company recorded a decrease in cost of sales of $1 million and adecrease in operating expenses of $4 million, related to the realized gains incurred on such hedged transactions.
For the year ended December 31, 2022, the Company recorded an increase in cost of sales of $129 million andan increase in operating expenses of $68 million, related to the realized losses incurred on such hedgedtransactions. For the year ended December 31, 2021, the Company recorded a decrease in cost of sales of$15 million and a decrease in operating expenses of $4 million, related to the realized gains incurred on suchhedged transactions.
The notional amount of foreign currency forward contracts and currency options, including collars, designatedas cash flow hedge totaled $2,681 million, $3,192 million and $2,165 million on December 31, 2023, 2022 and
2021, respectively. The forecasted transactions hedged as of December 31, 2023 were determined to have a highprobability of occurring.
As of December 31, 2023, $55 million of deferred gains on derivative instruments included in “Accumulated
other comprehensive income (loss)” in the consolidated statements of equity were expected to be reclassified as
earnings during the next 12 months based on the monthly forecasted R&D expenses, corporate costs and semifinished manufacturing costs. Foreign currency forward contracts and collars designated as cash flow hedge
outstanding as of December 31, 2023 have remaining terms of 4 days to 13 months, maturing on average after
113 days.
As of December 31, 2023, the Company had the following outstanding derivative instruments that were enteredinto to hedge Euro-denominated and Singapore dollar-denominated forecasted transactions:

In millions of Euros

Notional amount for hedge on
forecasted R&D and otheroperating expenses

Notional amount for hedge on
forecasted manufacturing costs

Forward contracts
Currency collars

445
240

951
640

Notional amount for hedge on
forecasted R&D and otheroperating expenses

Notional amount for hedge on
forecasted manufacturing costs—

219

In millions of Singapore dollars

Forward contracts

Cash flow and fair value interest rate risk
The Company’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose
the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair valueinterest rate risk.
The Company analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into
consideration refinancing, renewal of existing positions, alternative financing and hedging. The Company
invests primarily on a short-term basis and as such the Company’s liquidity is invested in floating interest rate

F-58

instruments. As a consequence, the Company is exposed to interest rate risk due to potential mismatch between
the return on its short-term floating interest rate investments and the portion of its long-term debt issued at fixed
rate.
Price risk
As part of its ongoing investing activities, the Company may invest in publicly traded equity securities and be
exposed to equity security price risk. In order to hedge the exposure to this market risk, the Company may enter
into certain derivative hedging transactions.
Information on fair value of derivative instruments and their location in the consolidated balance sheets as ofDecember 31, 2023 and December 31, 2022 is presented in the table below:

Asset Derivatives

Derivatives designated as a hedge:
Foreign exchange forward contracts
Foreign exchange forward contracts
Currency collars
Currency collars
Total derivatives designated as a hedge:
Derivatives not designated as a hedge:
Foreign exchange forward contracts
Total derivatives not designated as a hedge:
Total Derivatives

Liability Derivatives

Derivatives designated as a hedge:
Foreign exchange forward contracts
Foreign exchange forward contracts
Currency collars
Currency collars
Total derivatives designated as a hedge:
Derivatives not designated as a hedge:
Foreign exchange forward contracts

Balance sheet
classification

As of December 31,
2023

As of December 31,
2022

Fair
value

Fair
value

Other current assets
Other non-current
assetsOther current assets
Other non-current
assets

46

37

2
7

8
10

—
55

5
60

Other current assets

5
5
60

9
9
69

As of December 31,
2023

As of December 31,
2022

Fair
value

Fair
value

Balance sheet
classification

Other payables andaccrued liabilities
Other non-current
liabilities
Other payables andaccrued liabilities
Other long-term
liabilities

Other payables andaccrued liabilities

Total derivatives not designated as a hedge:
Total Derivatives

(2)

(23)

—

(3)

—

(9)

—
(2)

(1)
(36)

(2)
(2)
(4)

(3)
(3)
(39)

The Company entered into currency collars as combinations of two options, which are reported, for accounting
purposes, on a net basis. As of December 31, 2023, the fair value of these collars represented assets for a net
amount of $7 million (composed of $8 million assets offset with a $1 million liability). In addition, theCompany entered into other derivative instruments, primarily forward contracts, which are governed by standard
International Swaps and Derivatives Association (“ISDA”) agreements and are compliant with Protocols of the

F-59

European Market Infrastructure Regulation (“EMIR”), which are not offset in the statement of financial position
and representing total assets of $53 million and liabilities of $4 million as of December 31, 2023.
The effect of derivative instruments designated as cash flow hedge on the consolidated statements of income forthe year ended December 31, 2023 and December 31, 2022 and on the “Accumulated other comprehensive
income (loss)” (“AOCI”) as reported in the consolidated statements of equity as of December 31, 2023 andDecember 31, 2022 is presented in the table below:
Gain (loss) deferred in
OCI on derivative
December 31,
2023

Foreign exchange
forwardcontracts
Foreign exchange
forwardcontracts
Foreign exchange
forwardcontracts
Currency collars
Currency collars
Currency collars
Total

Gain (loss) reclassified from
OCI into earnings

Location of gain (loss)

December 31,
2022

reclassified from OCI into
earnings

December 31,
2023

December 31,
2022

35

14 Cost of sales

1

(83)

4

Selling, general and2 administrative expenses

1

(9)

2
—

(32)
(46)

—

(6)

1
5

(21)
(197)

10
5
1
2
57

Research and development
4 expenses
1 Cost of sales
Selling, general and1 administrative expenses
Research and development
1 expenses
23

No significant ineffective portion of the cash flow hedge relationships was recorded in earnings for the years
ended December 31, 2023 and December 31, 2022. No amount was excluded from effectiveness measurement
on foreign exchange forward contracts and collars.
The effect on the consolidated statements of income for the year ended December 31, 2023 and December 31,
2022 of derivative instruments not designated as a hedge is presented in the table below:

Foreign exchange forward contracts
Total

Location of gain

Gain (loss) recognized in earnings(loss) recognizedin earnings

December 31,
2023

December 31,
2022

2
2

24
24

Other income and expenses, net

The Company did not enter into any derivative containing significant credit-risk-related contingent features.
Credit risk
The expected credit loss and impairment methodology applied on each category of financial assets is further
described in each respective note. While cash and cash equivalents are also subject to the expected credit loss
model, the identified expected credit loss is deemed to be immaterial. The maximum credit risk exposure for all
financial assets is their carrying amount.
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. Credit risk typically arises from cash and cash equivalents, contractual cash
flows of debt investments carried at amortized cost, the counterparty of derivative financial instruments anddeposits with banks and financial institutions, as well as credit exposure to customers, including outstanding
receivables.

F-60

The Company is exposed to credit risk from its operating activities (primarily for trade receivables) and from its
financing activities, including deposits with banks and financial institutions, foreign exchange transactions andother financial instruments. Credit risk is managed at the Group level. The Company selects banks and/or
financial institutions that operate with the group based on the criteria of long-term rating from at least two major
Rating Agencies and keeping a maximum outstanding amount per instrument with each bank not to exceed 20%of the total. For derivative financial instruments, management has established limits so that, at any time, the fairvalue of contracts outstanding is not concentrated with any individual counterparty.
The Company monitors the creditworthiness of its customers to which it grants credit terms in the normal courseof business. If certain customers are independently rated, these ratings are used. Otherwise, if there is no
independent rating, risk control assesses the customer’s credit quality, considering its financial position, pastexperience and other factors. The utilization of credit limits is regularly monitored. Sales to customers areprimarily settled in cash, which mitigates credit risk. As of December 31, 2023 and 2022, no customer
represented more than 10% of trade accounts receivable, net. Any remaining concentrations of credit risk withrespect to trade receivables are limited due to the large number of customers and their dispersion across many
geographic areas.
The Company’s investments in instruments carried at amortized cost primarily include receivables towards
government bodies. As such, they are investments with immaterial expected credit loss. Any remaining
receivable is of low credit risk and is individually not significant. The credit ratings of the investments aremonitored for credit deterioration.
Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and cash equivalents, short-term
deposits and marketable securities, the availability of funding from committed credit facilities and the ability toclose out market positions. The Company’s objective is to maintain a significant cash position and a low debtto-equity ratio, which ensures adequate financial flexibility. Liquidity management policy is to finance theCompany’s investments with net cash from operating activities.
Management monitors rolling forecasts of the Company’s liquidity reserve based on expected cash flows.
26.2 Capital risk management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going
concern in order to create sustainable value, benefits and returns for its stakeholders, as to maintain an optimal
capital structure. In order to maintain or adjust its capital structure, the Company may review the amount ofdividends paid to shareholders, return capital to shareholders, or issue new shares.
Consistent with other peers in the industry, the Company monitors capital on the basis of the net debt-to-equity
ratio. This ratio is calculated as the net financial position of the Company, defined as the difference between
total cash position (cash and cash equivalents, short-term deposits, marketable securities and restricted cash, ifany) and total financial debt (short-term and long-term debt), divided by total parent company stockholders’equity.
26.3 Fair value measurement
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance
sheet date. The quoted market price used for financial assets held by the Company is the bid price. If the market
for a financial asset is not active and if no observable market price is obtainable, the Company measures fairvalue by using significant assumptions and estimates. When measuring fair value, the Company makes
maximum use of market inputs and minimizes the use of unobservable inputs.

F-61

The table below details financial assets (liabilities) measured at fair value on a recurring basis as ofDecember 31, 2023:
Fair Value Measurements using
QuotedPrices in
ActiveSignificant
Markets for
Other
Significant
Identical
Observable Unobservable
December 31,
Assets
Inputs
Inputs2023(Level 1)(Level 2)(Level 3)

Marketable securities – U.S. Treasury debt securities
Short-term deposits
Equity securities measured at fair value through earnings
Derivative assets designated as cash flow hedge
Derivative assets not designated as cash flow hedge
Derivative liabilities designated as cash flow hedge
Derivative liabilities not designated as cash flow hedge
Contingent consideration on business acquisition
Total

1,635
1,226
31
55
5
(2)
(2)
(20)
2,928

1,635
1,226
31
—
—
—
—
—
2,892

—
—
—
55
5
(2)
(2)
—
56

—
—
—
—
—
—
—
(20)
(20)

The table below details financial assets (liabilities) measured at fair value on a recurring basis as ofDecember 31, 2022:
Fair Value Measurements using
QuotedPrices in
ActiveSignificant
Markets for
Other
Significant
Identical
Observable Unobservable
December 31,
Assets
Inputs
Inputs2022(Level 1)(Level 2)(Level 3)

Marketable securities – U.S. Treasury debt securities
Short-term deposits
Equity securities measured at fair value through earnings
Derivative assets designated as cash flow hedge
Derivative assets not designated as cash flow hedge
Derivative liabilities designated as cash flow hedge
Derivative liabilities not designated as cash flow hedge
Contingent consideration on business acquisitions
Total

679
581
26
60
9
(36)
(3)
(31)
1,285

679
581
26
—
—
—
—
—
1,286

—
—
—
60
9
(36)
(3)
—
30

—
—
—
—
—
—
—
(31)
(31)

For liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), thereconciliation between January 1, 2023 and December 31, 2023 is presented as follows:
Fair Value
Measurements
using Significant
Unobservable
Inputs (Level 3)

January 1, 2023
Changes in fair value measurement
Currency translation adjustment
December 31, 2023
Amount of total gains (losses) for the period included in earnings attributable to liabilities
still held at the reporting date

31
(12)
1
20
12

Contingent consideration reported as liabilities on the consolidated balance sheet as of December 31, 2023 andDecember 31, 2022 is based on the probability that the milestones defining the variable components of theF-62

consideration will be achieved. In 2023, the probability of achievement of these variable components wasreassessed, resulting in a reduction of $12 million of the fair value of the contingent consideration related to acertain business acquisition from 2020. The Company reported this change in fair value in the line “Researchand development expenses” of the consolidated statement of income.
For liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), thereconciliation between January 1, 2022 and December 31, 2022 is presented as follows:
Fair Value
Measurements
using Significant
Unobservable
Inputs (Level 3)

January 1, 2022
Changes in fair value measurement
Currency translation adjustment
Payments madeDecember 31, 2022
Amount of total gains (losses) for the period included in earnings attributable to liabilities
still held at the reporting date

77
(35)
(4)
(7)
31
35

No asset (liability) was measured at fair value on a non-recurring basis using significant unobservable inputs(Level 3) as of December 31, 2023 and December 31, 2022.
The Company evaluated in 2023, 2022 and 2021 for impairment the aggregate carrying amount of long-term
investments for which the Company applies the cost method as a measurement alternative, as described in Note
2.22. No significant impairment charge was recorded on these investments in 2023, 2022 and 2021.
The following table includes additional fair value information on financial assets and liabilities as ofDecember 31, 2023 and 2022:
2023
Estimated
Fair Value

Carrying
AmountEstimated
Fair Value

1
1
1

2,879
1,635
1,226

2,879
1,635
1,226

2,996
679
581

2,996
679
581

2
2

1,366
65

1,366
65

1,165
57

1,165
57

1

1,496

1,814

1,495

1,561

Level

Cash equivalents (1)Marketable securities
Short-term, deposits
Long-term debt
– Bank loans (including current portion)– Finance leases (including current portion)– Senior unsecured convertible bonds issued on
August 4, 2020 (2)
(1)
(2)

2022

Carrying
AmountCash equivalents primarily correspond to deposits at call with banks.
The carrying amount as of December 31, 2023, of the senior unsecured convertible bonds as reported above, corresponds to thenominal value of the bonds, net of $4 million unamortized debt issuance costs. The fair value represented the market price of thebonds trading on the Frankfurt Stock Exchange.

F-63

The methodologies used to estimate fair value are as follows:
Components
Debt securities classified as availablefor-sale
Foreign exchange forward contracts,
currency options and collars
Equity securities measured at fair value
through earnings
Equity securities carried at cost as ameasurement alternative
Long-term debt and current portion of
long-term debt

Methodology used to estimate fair value
Quoted market prices for identical instruments
Quoted market prices for similar instruments
Quoted market prices for identical instruments

Valuation of the underlying investments on a new round of thirdparty financing or upon liquidation
Future cash flows on a borrowing-by-borrowing basis anddiscounting these future cash flows using the Company's
incremental borrowing rates for similar types of borrowing
arrangements. For convertible bonds, the fair value represents themarket price of the bonds trading on the Frankfurt Stock Exchange
Cash and cash equivalents, short-term
The carrying amounts reflected in the consolidated financial
deposits, accounts receivable, short-term statements are considered as reasonable estimates of fair value dueborrowings, and accounts payable
to the relatively short period of time between the origination of the
instruments and their expected realization.
27. RELATED PARTY TRANSACTIONS
The below table summarizes transactions incurred in 2023, 2022 and 2021 with companies for which certain
members of the Company’s management perform similar policymaking functions. These include, but are notlimited to: Orange, Idemia France and Politecnico di Milano. The amounts reported on the below tablecorrespond to transactions up to the date members of the Company's management hold these similar functions.
December 31,
2023

December 31,
2022

December 31,
2021

5
27
—
6

13
25
5
2

8
19
2
—

Sales and services
Purchases and other contributions
Accounts receivable
Accounts payable

The Company did not hold any significant equity-method investments as of December 31, 2023, 2022 and 2021.
Consequently, the Company did not report any material transaction with this type of investees in thecorresponding years.
The Company made a cash contribution of $1 million for the year ended December 31, 2023 to the ST
Foundation, a non-profit organization established to deliver and co-ordinate independent programs in line withits mission. A cash contribution of $1.0 million and $0.5 million was made for each of the years ended
December 31, 2022 and 2021, respectively. Certain members of the Foundation’s Board are senior members of
the Company’s management.
28. SUBSEQUENT EVENTSIn the first quarter of 2024, the Company announced its product group reorganization to further accelerate theCompany's time-to-market and speed of product development innovation and efficiency. This new organization
implies a change in segment reporting which will be applied in 2024.

F-64

STMICROELECTRONICS N.V.
VALUATION AND QUALIFYING ACCOUNTS

Valuation and qualifying accounts deducted from therelated asset accounts

2023
Accounts Receivable
Deferred Tax Assets
2022
Accounts Receivable
Deferred Tax Assets
2021
Accounts Receivable
Deferred Tax Assets

Balance at
beginningof period

Charged toTranslation
costs andAdditions/adjustment
expenses(Deductions)(Currency—millions of U.S. dollars)

Balanceat end ofperiod

$
$

21 $
416 $

— $
5 $

— $
360 $

(2) $
1 $

19
782

$
$

19 $
576 $

— $
(19) $— $(140) $

2 $
(1) $

21
416

$
$

16 $
638 $

— $
(24) $

— $
(2) $

3 $
(36) $

19576

S-1