MEMC Reports Fourth Quarter And Full Year 2012 Results

            MEMC Reports Fourth Quarter And Full Year 2012 Results

PR Newswire

ST. PETERS, Mo., Feb. 13, 2013

ST. PETERS, Mo., Feb. 13, 2013 /PRNewswire/ --

Fourth Quarter 2012 Highlights:

  oGAAP revenue of $600.7 million and GAAP EPS of ($0.05)
  oNon-GAAP revenue of $704.3 million and non-GAAP EPS of $0.08
  oSemiconductor Materials operating leverage continued to improve
  oSolar Energy recognized non-GAAP revenue related to 91 MW of solar energy
    systems, interconnected 106 MW and ended the quarter with 73 MW under
    construction
  oCash and cash equivalents of $572.6 million at quarter end

MEMC Electronic Materials, Inc. (NYSE: WFR) announced financial results for
the 2012 fourth quarter and full year that reflected ongoing challenges and
volatile market dynamics in both of its business segments. Relative to the
prior quarter, Solar Energy segment revenue growth was largely driven by
higher solar project sales, while Semiconductor Materials segment revenue fell
due to an on-going industry downturn.

Semiconductor Materials segment 2012 fourth quarter revenue was flat
year-over-year as higher volume was offset by weaker pricing, but revenue
declined 4.9% sequentially, as expected, due to weakness in both pricing and
volume.

Solar Energy segment 2012 fourth quarter GAAP revenue grew slightly
sequentially, driven largely by increased megawatts of solar project sales
recognized under GAAP and recognition of deferred revenue related to a
previously sold solar project, but was down year-over-year due to a lower
number of megawatts sold that could be recognized under GAAP. Non-GAAP Solar
Energy segment revenue was slightly higher sequentially due to higher
megawatts sold and decreased year-over-year due primarily to fewer solar
megawatts sold. External sales from our upstream solar materials operations
were lower sequentially and year-over-year.

Fourth quarter 2012 GAAP EPS was ($0.05), and non-GAAP EPS was $0.08.

"The past year was a challenging one, in which both of our end markets faced
hurdles created by macroeconomic concerns and an intensely competitive
environment. I am pleased with our fourth quarter and full year 2012 results,
and commend our workforce for their commitment and exemplary performance given
difficult conditions in both our business segments last year," commented Ahmad
Chatila, MEMC's Chief Executive Officer. "In semiconductor, our cost
reductions have increased our operating leverage, and in solar, we have built
a platform for growth that can take advantage of declining solar materials
pricing through a flexible sourcing strategy. In 2013, we will strengthen our
leadership position by penetrating new markets in solar and further
streamlining our semiconductor operations," Chatila concluded.

Key summary financial results for the 2012 fourth quarter are set out in the
following table, which provides comparable results for the prior quarter and
the year-ago period as well as the quarter-to-quarter and year-over-year
comparisons. See the financial statement tables at the end of this press
release for a reconciliation of all GAAP to non-GAAP financial measures
included herein.

US$ Millions except for EPS
Financial     4Q'12            3Q'12           4Q'11           Qtr/Qtr       Yr/Yr
Highlights
GAAP
Net Sales     $600.7  ^(1)     $601.6 ^(3)     $717.8          ($0.9) or 0%  ($117.1) or -16%
Gross Margin  18.0%   ^(1)     14.4%  ^(3)     -8.2%           357       bps 2,620       bps
%
Operating     $67.8   ^(1),(2) $58.9  ^(3),(4) ($1,248.2) ^(5) $8.9          $1,316.0
Income (Loss)
Net Income    ($11.8) ^(1),(2) $37.0  ^(3),(4) ($1,484.4) ^(5) ($48.8)       $1,472.6
(Loss)
EPS           ($0.05) ^(1),(2) $0.16  ^(3),(4) $ (6.44)        ($0.21)       $6.39
Non-GAAP
Net Sales     $704.3           $708.9 ^(3)     $772.1          ($4.6) or -1% ($67.8)  or -9%
Gross Margin  13.1%            16.0%  ^(3)     11.6%      ^(6) (285)     bps 157         bps
%
Operating     $52.0   ^(2)     $85.2  ^(3),(4) ($16.7)    ^(7) ($33.2)       $68.7
Income (Loss)
Net Income    $19.9   ^(2)     $70.5  ^(3),(4) ($48.9)    ^(8) ($50.6)       $68.8
(Loss)
EPS           $0.08   ^(2)     $0.30  ^(3),(4) ($0.21)    ^(9) ($0.22)       $0.29
Cash Flow
Capital       $38.1            $24.0           $58.5           $14.1         ($20.4)
Expenditures
Cash Flow
from          $19.2            $3.0            ($176.6)        $16.2         $195.8
Operations
Free Cash     ($16.5)          $102.6          ($164.3)        ($119.1)      $147.8
Flow
(1) Includes $54.4 million, or EPS of $0.17, related to previously deferred GAAP revenue
related to the Rovigo solar project.
(2) Includes $11.6 million, or EPS of $0.05, related to restructuring and asset impairments
and $31.7 million, or EPS of $0.14.
related to a gain on the acquisition of a TCS plant as part of a contract settlement with
Evonik.
(3) Includes $37.1 million, or EPS of $0.15, due to the termination of a supply contract with
Conergy.
(4) Includes $58.3 million, or EPS of $0.25, largely consisting of a favorable restructuring
adjustment relating to a contract
settlement with Evonik.
(5) Includes $1,180.2 million in charges for restructuring, impairment and other charges.
(6) Excludes charge of $96.7 million for restructuring, impairment and other charges.
(7) Excludes charges of $1,180.2 million for restructuring, impairment and other charges.
(8) Excludes charges of $1,401.2 million for restructuring, impairment and other charges.
(9) Excludes charges of $6.08 per share for restructuring, impairment and other charges.
Note: table unaudited

 

Cash Flow

Operating cash flow generated in the 2012 fourth quarter was $19.2 million and
was primarily driven by Semiconductor Materials and solar project sales. Free
cash flow was ($16.5) million and was largely influenced by the construction
and financing of solar energy projects and capital expenditures. See the
reconciliation of free cash flow in the financial statement tables at the end
of this press release.

Capital expenditures were $38.1 million, and included $11.4 million related to
the acquisition of a TCS plant as part of a contract settlement with Evonik.
Similar to last quarter, the majority of 2012 fourth quarter capital
expenditures were incurred in the Semiconductor Materials segment.

Construction of solar energy systems of $153.7 million in the 2012 fourth
quarter included solar energy systems currently classified as owned and
carried as fixed assets. The majority of these projects are expected to
become sale-leaseback transactions in which the assets are financed with
non-recourse debt. Projects expected to result in direct sales are classified
as solar energy systems held for development and sale, thus impacting
operating cash flows as noted above.

MEMC ended the 2012 fourth quarter with cash and cash equivalents of $572.6
million, a decrease of $37.2 million from the prior quarter. Cash declined in
the quarter, largely due to project timing and cash payments relating to the
previously announced settlement with Evonik. Unrestricted cash and unused
corporate revolver capacity was $850.7 million at the end of the 2012 fourth
quarter, as compared to $880.3 million at the end of the 2012 third quarter.

Segment Results
Key segment financial results for the quarter are set out in the following
table, which provides comparable results for the prior quarter and the
year-ago period as well as the quarter-to-quarter and year-over-year
comparisons. See the financial statement tables at the end of this press
release for a reconciliation of all GAAP to non-GAAP financial measures
included herein.

US$ Millions
Segment Summary 4Q'12           3Q'12           4Q'11           Qtr/Qtr        Yr/Yr
Net Sales
Semiconductor   $228.5          $240.3          $227.9          ($11.8) or -5% $0.6     or 0%
Materials
Solar  GAAP     $372.2 ^(1)     $361.3 ^(4)     $489.9          $10.9   or 3%  ($117.7) or -24%
Energy
Solar  Non-GAAP $475.8          $468.6 ^(4)     $544.2          $7.2    or 2%  ($68.4)  or -13%
Energy
Operating
Income (Loss)
Semiconductor   $3.1            $8.7            ($61.4)    ^(5) ($5.6)         $64.5
Materials
Solar  GAAP     $91.8  ^(1),(2) $75.8  ^(3),(4) ($1,162.7) ^(6) $16.0          $1,254.5
Energy
Solar  Non-GAAP $76.0  ^(2)     $102.1 ^(3),(4) ($1,111.4) ^(6) ($26.1)        $1,187.4
Energy
(1) Includes $54.4 million related to previously deferred GAAP revenue related to the Rovigo
solar project.
(2) Includes $40.5 million, of which $31.7 million is related to a gain on the acquisition of a
TCS plant as part of a
contract settlement with Evonik, and $8.8 million related to a restructuring adjustment due to
a change in estimate.
(3) Includes $37.1 million due to the termination of a supply contract with Conergy.
(4) Includes $58.3 million, largely consisting of a favorable restructuring adjustment relating
to a contract
settlement with Evonik.
(5) Includes charges of $62.2 million for restructuring, impairment and other charges.
(6) Includes charges of $1,117.1 million for restructuring, impairment and other charges.
Note: table unaudited

Semiconductor Materials
Semiconductor Materials revenue was flat year-over-year as increased shipments
offset price declines. Year-over-year pricing declined across all diameters
but was most significant among large diameter products. Volumes of both 200mm
and 300mm semiconductor wafers increased year-over-year, while smaller
diameter product volumes declined. The sequential revenue decline was
primarily driven by lower volumes for smaller diameter wafers.

The year-over-year increase in operating income was due primarily to a $62.2
million restructuring charge in the 2011 fourth quarter. Excluding this
charge, segment operating income was still up slightly as restructuring
savings and higher volume offset price declines. Segment operating income was
down sequentially due to pricing pressure and lower volumes, despite lower
operating expenses.

In the 2012 fourth quarter, Semiconductor Materials earned the TSMC Supplier
Excellence Award for "outstanding overall performance" in 2012.

Solar Energy
The year-over-year GAAP revenue decline was driven by lower solar project and
solar wafer sales. Fourth quarter 2012 GAAP revenue and operating income
included $54.4 million of previously deferred revenue related to the sale of
the 70 MW Rovigo solar project in the 2010 fourth quarter, for which the same
amount was recognized in non-GAAP revenue in that quarter. Sequentially
higher GAAP revenue was the result of the recognition of the Rovigo deferral
and higher solar project sales in the 2012 fourth quarter, partially offset by
lower solar module and solar wafer sales. In the 2012 fourth quarter,
SunEdison recognized GAAP revenue from solar projects totaling 52 MW, compared
to 48 MW in the 2012 third quarter and 102 MW in the 2011 fourth quarter.

The increase in year-over-year GAAP operating income resulted primarily from
charges relating to the 2011 restructuring in the 2011 fourth quarter.
Excluding these charges, year-over-year GAAP operating profit was still higher
due to the previously mentioned deferred revenue recognition from the Rovigo
sale in a prior period, a gain related to the acquisition of a TCS plant as
part of a contract settlement with Evonik, and lower operating expenses,
partially offset by lower solar wafer sales. The sequential increase in GAAP
operating income was due to higher solar project sales, partially offset by
lower solar module and solar wafer sales. Third quarter 2012 GAAP operating
income included $58.3 million from a favorable restructuring adjustment
relating to a contract settlement with Evonik and $37.1 million related to the
termination of a supply contract with Conergy.

Non-GAAP revenue declined year-over-year due to lower project sales and lower
solar wafer sales. Sequentially, non-GAAP revenue increased due to higher
solar project sales, partially offset by lower solar wafer and solar module
sales. Non-GAAP revenue was recognized from 91 MW of solar project sales in
the 2012 fourth quarter, compared to 74 MW in the 2012 third quarter and 109
MW in the 2011 fourth quarter. Of the 91 MW that were recognized under
segment non-GAAP revenue in the 2012 fourth quarter, 62 MW were direct sales
and 29 MW were sale-leaseback transactions. Included in the 2012 fourth
quarter project revenue was the sale of a 14 MW solar project in Totana,
Spain. Fourth quarter 2012 non-GAAP revenue included gross additions of
$158.0 million and net adjustments of $103.6 million related to direct sale
and sale-leaseback transactions ($54.4 million of the reduction is due to the
release of the previously mentioned Rovigo solar project deferred revenue).

The year-over-year increase in non-GAAP operating income resulted primarily
from charges relating to the 2011 restructuring in the 2011 fourth quarter.
Excluding these charges, non-GAAP operating income still increased due to a
favorable restructuring-related adjustment relating a contract settlement with
Evonik and higher solar project profits. The sequential decline in non-GAAP
operating income was driven primarily by revenue related to a contract
settlement with Conergy of $37.1 million in the 2012 third quarter, a
favorable restructuring adjustment of $58.3 million in the 2012 third quarter
and solar materials operating losses in the 2012 fourth quarter.

Solar Energy ended the 2012 fourth quarter with a pipeline of 2.6 GW, down 0.3
GW compared to the prior quarter and down 0.4 GW from the year ago period.
The sequential decline was primarily due to the company's decision to not
renew certain expiring land options in Emerging Markets. Backlog at December
31, 2012 was 827 MW. A solar project is classified as "pipeline" where
SunEdison has a signed or awarded PPA or other energy off-take agreement or
has achieved each of the following three items: site control, an identified
interconnection point with an estimate of the interconnection costs, and an
executed energy off-take agreement or the determination that there is a
reasonable likelihood that an energy off-take agreement will be signed. A
solar project is classified as "backlog" if there is an associated executed
PPA or other energy off-take agreement, such as a feed-in-tariff. There can
be no assurance that all pipeline or backlog projects will convert to revenue
because in the ordinary course of our development business some fall-out is
typical and certain projects will not be built.

Solar projects interconnected during the 2012 fourth quarter totaled 106 MW in
29 projects, and consisted of 76 MW of direct sale projects and 30 MW of
sale-leaseback projects. As of December 31, 2012, 73 MW of the pipeline was
under construction. "Under construction" refers to projects within pipeline
and backlog, in various stages of completion, which are not yet operational.

Outlook
The company looks forward to providing its 2013 first quarter and full year
outlook, as well as detailed commentary regarding its strategy and 2013
business plan, at its 2013 Capital Markets Day on March 13, 2013. A press
release with further details regarding the Capital Markets Day will be issued
separately.

Use of Non-GAAP Measures
Management has determined that certain non-GAAP metrics for the Solar Energy
segment presented herein are the key metrics that will help investors
understand the ultimate income and near-term cash flows generated by our
SunEdison business. These non-GAAP measures and metrics include deferrals
required under GAAP real estate and lease accounting for some of SunEdison's
direct sales and or its sale-leaseback transactions. Management has also
determined that the non-GAAP measure of "free cash flow" is useful to help
investors better understand the capital intensity of our business, including
our project financing operations. For a complete description of our non-GAAP
measures, see the non-GAAP reconciliation tables below.

Conference Call
MEMC will host a conference call today, February 13, 2013, at 8:00 a.m. ET to
discuss the company's 2012 fourth quarter results and related business
matters. A live webcast will be available on the company's web site at
www.memc.com.

A replay of the conference call will be available from 10:00 a.m. ET on
February 13, 2013, until 11:59 p.m. ET on February 27, 2013. To access the
replay, please dial (320) 365-3844 at any time during that period, using pass
code 281227. A replay will also be available on the company's web site at
www.memc.com.

Capital Markets Day
MEMC will be holding a capital markets day on March 13, 2013. More
information will be available in a separate press release.

About MEMC
MEMC is a global leader in semiconductor and solar technology. MEMC has been
a pioneer in the design and development of silicon wafer technologies for over
50 years. With R&D and manufacturing facilities in the U.S., Europe, and
Asia, MEMC enables the next generation of high performance semiconductor
devices and solar cells. Through its SunEdison subsidiary, MEMC is also a
developer of solar power projects and a worldwide leader in solar energy
services. MEMC's common stock is listed on the New York Stock Exchange under
the symbol "WFR." For more information about MEMC, please visit www.memc.com.

Forward-Looking Statements
Certain matters discussed in this press release and on the conference call are
forward-looking statements. Such statements involve certain risks and
uncertainties that could cause actual results to differ materially from those
in the forward-looking statements. Potential risks and uncertainties include
concentrated project development risks related to large scale solar projects;
the availability of attractive project finance and other capital for SunEdison
projects; market demand for our products and services; changes in the pricing
environment for silicon wafers and polysilicon, as well as solar power
systems; the availability and size of government and economic incentives to
adopt solar power, including tax policy and credits and renewable portfolio
standards; the ability to effectuate and realize the savings from the
restructuring plan; our ability to maintain adequate liquidity and compliance
with our debt covenants; the need to impair long lived assets or other
intangible assets due to changes in the carrying value or realizability of
such assets; the effect of any antidumping or countervailing duties imposed on
photovoltaic cells and/or modules in connection with any trade complaints in
the United States, Europe or elsewhere; the result of any Chinese government
investigations of unfair trade practices in connection with polysilicon
exported from the United States or South Korea into China; changes to
accounting interpretations or accounting rules; existing or new regulations
and policies governing the electric utility industry; our ability to convert
SunEdison pipeline into completed projects in accordance with our current
expectations; dependence on single and limited source suppliers; utilization
of our manufacturing volume and capacity; the terms of any potential future
amendments to or terminations of our long-term agreements with our solar wafer
customers or any of our suppliers; general economic conditions, including
interest rates; the ability of our customers to pay their debts as they become
due; changes in the composition of worldwide taxable income and applicable tax
laws and regulations, including our ability to utilize any net operating
losses; failure of third-party subcontractors to construct and install our
solar energy systems; quarterly fluctuations in our SunEdison business; the
impact of competitive products and technologies; inventory levels of our
customers; supply chain difficulties or problems; interruption of production;
outcome of pending and future litigation matters; good working order of our
manufacturing facilities; our ability to reduce manufacturing and operating
costs; assumptions underlying management's financial estimates; actions by
competitors, customers and suppliers; changes in the retail industry; damage
to our brand; acquisitions of pipeline in our Solar Energy segment; changes in
product specifications and manufacturing processes; changes in financial
market conditions; changes in foreign economic and political conditions;
changes in technology; changes in currency exchange rates and other risks
described in the company's filings with the Securities and Exchange
Commission. These forward-looking statements represent the company's judgment
as of the date of this press release. The company disclaims, however, any
intent or obligation to update these forward-looking statements.



-tables to follow-



MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions; except per share data)
                    Three Months Ended                  Twelve Months Ended
                    December   September   December 31, December  December 31,
                    31, 2012   30, 2012    2011         31, 2012  2011
                    $      $      $       $     $     
Net sales                                           2,715.5
                    600.7      601.6      717.8        2,529.9
Cost of goods sold  492.5      514.7       776.6        2,194.3   2,420.6
Gross margin        108.2      86.9        (58.8)       335.6     294.9
Operating expenses:
Marketing and       67.7       68.9        82.0         306.2     352.8
administration
Research and        16.0       17.4        22.4         71.8      87.5
development
Goodwill impairment —          —           384.1        —         440.5
charges
Restructuring       (13.4)     (72.5)      339.5        (83.5)    350.7
Gain on receipt of
property, plant and (31.7)     —           —            (31.7)    —
equipment
Asset impairment    1.8        14.2        365.4        19.6      367.9
charges
Insurance recovery  —          —           (4.0)        (4.0)     (4.0)
Operating income    67.8       58.9        (1,248.2)    57.2      (1,300.5)
(loss)
Non-operating
expense (income):
Interest expense    35.0       28.0        26.3         135.3     77.2
Interest income     (0.8)      (0.9)       (1.4)        (3.6)     (4.5)
Other, net          6.9        (2.4)       14.8         7.0       10.9
Total non-operating 41.1       24.7        39.7         138.7     83.6
expense
Income (loss)
before income taxes
and equity in       26.7       34.2        (1,287.9)    (81.5)    (1,384.1)
(loss) earnings of
joint venture
Income tax expense  37.0       (3.3)       129.7        64.9      73.1
(benefit)
Income (loss)
before equity in    (10.3)     37.5        (1,417.6)    (146.4)   (1,457.2)
(loss) earnings of
joint venture
Equity in (loss)
earnings of joint   (1.4)      0.9         (67.3)       (2.3)     (62.8)
ventures, net of
tax
Net (loss) income   (11.7)     38.4        (1,484.9)    (148.7)   (1,520.0)
Net (income) loss
attributable to     (0.1)      (1.4)       0.5          (1.9)     (16.0)
noncontrolling
interests
Net (loss) income   $      $      $       $     $     
attributable to                   (1,484.4)        (1,536.0)
MEMC stockholders   (11.8)     37.0                    (150.6)
Basic (loss)        $      $      $       $     $     
earnings per share                               
[*]                 (0.05)     0.16       (6.44)       (0.66)    (6.68)
Diluted (loss)      $      $      $       $     $     
earnings per share                               
[*]                 (0.05)     0.16       (6.44)       (0.66)    (6.68)
[*]During the three months ended December 31, 2012 and September 30, 2012, the
company recorded an adjustment to redeemable noncontrolling interest which
affected the numerator of the EPS calculation by ($0.7) million and ($0.9)
million, respectively.
RESULTS BY          Three Months Ended                  Twelve Months Ended
REPORTABLE SEGMENT
                    December   September   December 31, December  December 31,
                    31, 2012   30, 2012    2011         31, 2012  2011
Net Sales:
Semiconductor       $      $      $       $     $     
Materials                                         1,023.1
                    228.5      240.3      227.9        917.5
Solar Energy        372.2      361.3       489.9        1,612.4   1,692.4
Consolidated Net    $      $      $       $     $     
Sales                                               2,715.5
                    600.7      601.6      717.8        2,529.9
Operating income
(loss):
Semiconductor       $      $      $       $     $     
Materials                                        
                      3.1    8.7        (61.4)        (5.0)   (31.1)
Solar Energy        91.8       75.8        (1,162.7)    162.2     (1,144.0)
Corporate and other (27.1)     (25.6)      (24.1)       (100.0)   (125.4)
Consolidating       $      $      $       $     $     
operating income                  (1,248.2)       (1,300.5)
(loss):              67.8     58.9                     57.2
Non-GAAP
Adjustments for
restructuring,
impairment and
other charges by
segment:
Semiconductor                              $     
Materials                                      
                                           62.2
Solar Energy                               1,117.1
Corporate and other                        0.9
Total adjustments                          $     
                                             1,180.2
Non-GAAP adjusted
operating income
(loss) by
segment:[A]
Semiconductor                              $     
Materials                                       
                                           0.8
Solar Energy                               (45.6)
Corporate and other                        (23.2)
Consolidated                               $     
operating loss                                
                                           (68.0)

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
                                        December 31,         December 31,
ASSETS                                  2012                 2011
Current assets:
Cash and cash equivalents               $       572.6 $      585.8
Restricted cash                         72.4                 125.2
Accounts receivable, net                220.4                202.9
Inventories                             247.8                321.8
Solar energy systems held for           133.8                373.0
development and sale
Prepaid and other current assets        212.2                277.2
Total current assets                    1,459.2              1,885.9
Investments                             49.6                 54.5
Property, plant and equipment, net:
Non-solar energy systems                1,213.1              1,253.7
Solar energy systems                    1,459.9              1,139.4
Deferred tax assets, net                —                    44.8
Restricted cash                         50.2                 37.5
Other assets                            355.4                316.6
Intangible assets, net                  114.2                149.2
Total assets                            4,701.6              4,881.6
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt       3.4                  3.7
Short-term solar energy system          97.8                 144.2
financing
Accounts payable                        477.0                694.6
Accrued liabilities                     344.2                409.0
Contingent consideration related to     23.1                 71.6
acquisitions
Deferred revenue for solar energy       113.1                41.4
systems
Customer and other deposits             77.2                 72.4
Total current liabilities               1,135.8              1,436.9
Long-term debt, less current portion    758.7                567.7
Long-term solar energy system
financing and capital lease             1,508.4              1,211.2

obligations, less current portion
Pension and post-employment             52.7                 69.4
liabilities
Customer and other deposits             184.5                276.8
Deferred revenue for solar energy       146.0                157.4
systems
Non-solar energy deferred revenue       29.2                 51.2
Other liabilities                       208.9                326.1
Total liabilities                       4,024.2              4,096.7
Redeemable noncontrolling interest      11.3                 —
Stockholders' equity:
Preferred stock                         —                    —
Common stock                            2.4                  2.4
Additional paid-in capital              647.7                621.7
Retained earnings                       425.3                577.5
Accumulated other comprehensive loss    (39.8)               (3.9)
Treasury stock                          (460.3)              (459.8)
Total MEMC stockholders' equity         575.3                737.9
Noncontrolling interests                90.8                 47.0
Total stockholders' equity              666.1                784.9
Total liabilities and stockholders'     $      4,701.6  $    4,881.6
equity

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
                     Three Months Ended                  Twelve Months Ended
                     December  September   December 31,  December  December
                     31, 2012  30, 2012    2011          31, 2012  31, 2011
Cash flows from
operating activities
                     $                 $        $      $     
Net (loss) income         $   38.4  (1,484.9)  (148.7)  
                     (11.7)                                        (1,520.0)
Adjustments to
reconcile net (loss)
income to net cash
provided by
(used in) operating
activities:
Depreciation and     78.8      59.1        65.4          246.9     227.1
amortization
Stock-based          9.6       8.1         12.2          31.7      43.9
compensation
Goodwill impairment  —         —           384.1         —         440.5
charges
Asset impairment     2.3       14.7        381.7         20.0      381.7
charges
Impairment of        —         3.6         78.9          3.6       78.9
investments
Provision for
deferred income      6.2       6.4         163.5         10.5      60.0
taxes
Deferred revenue     (56.1)    (14.4)      (6.6)         (73.8)    (67.9)
recognized
Loss on supplier     —         —           41.3          —         77.9
agreements
Changes in operating
assets and
liabilities:
Accounts receivable  30.9      (14.9)      49.6          (19.6)    73.6
Accounts payable     (61.0)    43.1        (101.6)       (266.4)   31.4
Inventories          17.6      14.2        52.5          94.8      (108.2)
Solar energy systems
held for sale and    39.8      18.6        38.0          (72.4)    (167.5)
development
Deferred revenue for 19.9      (35.0)      (79.6)        121.5     123.4
solar energy systems
Non solar energy
system deferred      (5.4)     (15.0)      7.0           (33.9)    109.5
revenue and customer
deposits
Working capital and  (51.7)    (123.9)     221.9         (177.7)   200.4
other
Net cash provided by
(used in) operating  19.2      3.0         (176.6)       (263.5)   (15.3)
activities
Cash flows from
investing
activities:
Capital expenditures (38.1)    (24.0)      (58.5)        (139.0)   (452.5)
Construction of      (153.7)   (35.5)      (127.9)       (346.9)   (598.1)
solar energy systems
Cash paid for
acquisitions, net of —         —           —             —         (164.0)
cash acquired
Proceeds from equity 2.4       (4.2)       12.0          5.8       95.7
method investments
Purchases of cost
and equity method    (12.2)    (8.9)       —             (47.8)    (50.4)
investments
Receipts from
(payments to)
vendors for          3.3       4.8         —             8.6       (14.5)
refundable deposits
on long-term
agreements and loans
Change in restricted 8.6       (31.6)      (40.8)        6.7       (123.8)
cash
Proceeds from sale
of property plant    —         —           3.2           —         43.9
and equipment
Other                —         —           —             0.1       0.8
Net cash used in     (189.7)   (99.4)      (212.0)       (512.5)   (1,262.9)
investing activities
Cash flows from
financing
activities:
Proceeds from solar
energy system
financing and        183.9     189.4       416.5         859.6     1,071.2
capital lease
obligations
Proceeds from        —         196.0       —             196.0     550.0
long-term debt
Repayments of solar
energy system
financing and        (62.3)    (29.9)      (184.5)       (201.6)   (266.5)
capital lease
obligations
Net repayments of
customer deposits    (0.7)     (23.3)      (0.4)         (24.4)    (57.7)
related to long-term
supply agreements
Principal payments   (1.8)     —           (1.9)         (3.6)     (3.7)
on long-term debt
Cash paid for
contingent           (11.3)    (54.2)      —             (69.2)    (50.2)
consideration for
acquisitions
Proceeds from
(dividends to)       34.5      (0.4)       (33.8)        50.8      (49.0)
noncontrolling
interests
Common stock issued  (0.4)     —           (0.8)         (0.5)     (3.6)
and repurchased
Payment of debt      (7.1)     (21.7)      (5.0)         (42.3)    (39.8)
financing fees
Net cash provided by 134.8     255.9       190.1         764.8     1,150.7
financing activities
Effect of exchange
rate changes on cash (1.5)     1.7         (1.8)         (2.0)     6.0
and cash equivalents
Net (decrease)
increase in cash and (37.2)    161.2       (200.3)       (13.2)    (121.5)
cash equivalents
Cash and cash
equivalents at       609.8     448.6       786.1         585.8     707.3
beginning of period
Cash and cash        $                 $        $     $     
equivalents at end        $  609.8            572.6        
of period            572.6                 585.8                   585.8



MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION
NON-GAAP FINANCIAL MEASURES
(In millions, except per share data and percentages) [A]
                   Three Months Ended                    Twelve Months Ended
                   December     September    December    December   December
                   31,          30,          31,         31,        31,
                   2012         2012         2011        2012       2011
Consolidated
Non-GAAP Financial
Measures
Non-GAAP net sales $        $       $       $      $    
                     704.3    708.9       772.1   2,870.4   3,243.3
Non-GAAP gross     92.4         113.2        (7.5)       391.7      463.3
margin
Adjusted Non-GAAP                            89.2
gross margin
Non-GAAP gross     13.1 %       16.0 %       (1.0)%      13.6 %     14.3 %
margin percentage
Non-GAAP operating 52.0         85.2         (1,196.9)   113.3      (1,132.1)
income (loss)
Adjusted Non-GAAP                            (16.7)
operating loss
Non-GAAP net       19.9         70.5         (1,450.1)   41.4       (1,412.7)
income (loss)
Adjusted Non-GAAP                            (48.9)
net loss
Non-GAAP fully
diluted earnings   0.08         0.30         (6.29)      0.17       (6.14)
(loss) per share
Adjusted Non-GAAP
fully diluted loss                           (0.21)
per share
Reconciliations of
GAAP to Non-GAAP
Measures
MEMC Inc.
Consolidated
GAAP net sales     $        $       $       $      $    
                     600.7    601.6       717.8   2,529.9   2,715.5
Direct sales[B]    (3.7)        41.1         (125.2)     114.9      125.5
Financing
sale-leasebacks    107.3        66.2         179.5       225.6      402.3
[C]
Non-GAAP net sales $        $       $       $      $    
                     704.3    708.9       772.1   2,870.4   3,243.3
                   $        $       $       $      $    
GAAP gross margin    108.2     86.9                         294.9
                                             (58.8)     335.6
Direct sales[B]    (36.3)       17.5         19.6        27.5       94.1
Financing
sale-leasebacks    20.5         8.8          31.7        28.6       74.3
[C]
Non-GAAP gross     $        $       $       $      $    
margin                        113.2                         463.3
                   92.4                     (7.5)      391.7
Adjustment for
restructuring,                               96.7
impairment and
other charges [D]
Adjusted Non-GAAP                            $    
gross margin                                   
                                             89.2
GAAP operating     $        $       $       $      $    
income (loss)                  58.9    (1,248.2)           (1,300.5)
                   67.8                                 57.2
Direct sales[B]    (36.3)       17.5         19.6        27.5       94.1
Financing
sale-leasebacks    20.5         8.8          31.7        28.6       74.3
[C]
Non-GAAP operating $        $       $       $      $    
income (loss)                  85.2    (1,196.9)            (1,132.1)
                   52.0                                 113.3
Adjustment for
restructuring,                               1,180.2
impairment and
other charges [D]
Adjusted Non-GAAP                            $    
operating loss                                
                                             (16.7)
GAAP net (loss)    $                                 $    
income                        $       $                 $    
attributable to    (11.8)        37.0    (1,484.4)   (150.6)   (1,536.0)
MEMC stockholders
Recurring Non-GAAP
adjustments, net   31.7         33.5         34.3        192.0      123.3
of tax [B, C and
E]
Non-GAAP net       $        $       $       $      $    
income (loss)                  70.5    (1,450.1)           (1,412.7)
                   19.9                                 41.4
Adjustments for
restructuring,                               1,401.2
impairment and
other charges[D]
Adjusted Non-GAAP                            $    
net loss                                      
                                             (48.9)
GAAP fully diluted $        $       $       $      $    
(loss) earnings                 0.16                        
per share          (0.05)                   (6.44)     (0.66)    (6.68)
Recurring Non-GAAP
adjustments [B, C  0.13         0.14         0.15        0.83       0.54
and E]
Non-GAAP fully     $        $       $       $      $    
diluted earnings               0.30                       
(loss) per share   0.08                     (6.29)     0.17      (6.14)
Adjustments for
restructuring,                               6.08
impairment and
other charges[D]
Adjusted Non-GAAP
fully diluted loss                           (0.21)
per share
[A]Generally Accepted Accounting Principles (GAAP) is the term used to refer
to the standard framework of guidelines for financial accounting and
reporting. In addition to reporting financial results in accordance with
GAAP, we have provided non-GAAP financial measures for the Solar Energy
segment. The Company believes that these non-GAAP measures represent important
internal measures of performance for our SunEdison business, and better
reflect Solar Energy's results from operations and near term cash flows.
Accordingly, where these measures are provided, it is done so that investors
have the same financial data that management uses to evaluate the operational
and financial performance of the Solar Energy segment. MEMC management uses
these measures to manage the Solar Energy segment because it believes these
measures are more representative of the operational health and performance of
that segment. These non-GAAP measures should not be considered as a substitute
for, and should only be read in conjunction with, measures of financial
performance prepared in accordance with GAAP and the reconciliation of each
non-GAAP measure to the directly comparable GAAP measure set forth in the
press release.

[B] These non-GAAP measures include adjustments to revenue in the Company's
SunEdison business from direct sales of solar energy systems where we have
received upfront partial payments and, absent real estate accounting
requirements, we would have recognized revenues under the percentage of
completion accounting method. The non-GAAP measures also include adjustments
to non-GAAP revenue and/or profit deferred related to SunEdison's maximum
exposure for power warranties, system uptime guarantees and breach of contract
provisions offered to the direct sale customers for these systems that are
considered continuing involvement by SunEdison in the sold solar energy
systems. This revenue is not recognized as of the reporting date under GAAP
real estate accounting rules because the solar energy systems are considered
integral to the real estate on which they were built. Absent real estate
accounting requirements, deferred revenues related to continuing involvement
would be recognized under GAAP during the reporting period because SunEdison
has historically experienced minimal losses related to these guarantees. For
these direct sales, the sales contracts have been executed and SunEdison has
either received payment in full or maintains a valid and legal note receivable
for the full sales price that SunEdison expects to collect within a short
period after completion of the project.

[C]Adjustment relates to revenue from SunEdison sale-leaseback transactions
accounted for as financings. This includes cash received for the legal sale of
the solar energy system to the purchaser that will not be recognized as
revenue under GAAP. Non-GAAP operating income includes the upfront cash
margin in an amount equal to the difference between (a) the cash received as
of the reporting date from SunEdison's financing partners in sale-leaseback
transactions considered financings and (b) SunEdison's total costs to
construct the solar energy systems sold under the sale-leaseback
transactions. These sale-leaseback transactions are classified as financing
transactions under GAAP because the system is considered integral to the land
or building on which it resides and because SunEdison has continuing
involvement with the system through a purchase option. This system
development margin will be recognized under GAAP upon termination of the
related lease through the non-cash extinguishment of the debt offset by any
remaining net book value of the solar energy system asset.

[D]These special adjustments relate to non-cash charges (goodwill and deferred
tax asset impairments), restructuring and other costs (primarily non-cash) to
streamline future operations. Management believes it is useful to have
non-GAAP EPS reflect exclusion of these charges as it is more representative
of the results of the continuing operations in the reporting period. This
non-GAAP measure should not be considered as a substitute for, and should only
be read in conjunction with, measures of financial performance prepared in
accordance with GAAP.

[E]Income tax has been calculated using the estimated effective tax rate for
MEMC in the jurisdictions giving rise to the related adjustments and assumes
sale-leaseback deferred tax assets will be realized.



MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL INFORMATION
NON-GAAP FINANCIAL MEASURES
(In millions [A]
                     Three Months Ended                  Twelve Months Ended
                     December   September   December     December   December
                     31,        30,         31,          31,        31,
                     2012       2012        2011         2012       2011
Non-GAAP Financial
Measures
Solar Energy Segment $      $       $       $      $    
Non-GAAP net sales              468.6    544.2     1,952.9   2,220.2
                     475.8
Solar Energy Segment
Non-GAAP operating   76.0       102.1       (1,111.4)    218.3      (975.6)
income (loss)
Reconciliations of
GAAP to Non-GAAP
Measures
Solar Energy Segment
Solar Energy GAAP    $      $       $       $      $    
net sales                       361.3    489.9     1,612.4   1,692.4
                     372.2
Direct sales [B]     (3.7)      41.1        (125.2)      114.9      125.5
Financing            107.3      66.2        179.5        225.6      402.3
sale-leasebacks [C]
Solar Energy         $      $       $       $      $    
Non-GAAP net sales              468.6    544.2     1,952.9   2,220.2
                     475.8
Solar Energy GAAP    $      $       $        $      $    
operating income                      (1,162.7)            (1,144.0)
(loss)               91.8      75.8                    162.2
Direct sales[B]      (36.3)     17.5        19.6         27.5       94.1
Financing            20.5       8.8         31.7         28.6       74.3
sale-leasebacks [C]
Solar Energy         $      $       $        $      $    
Non-GAAP operating             102.1  (1,111.4)             (975.6)
income (loss)        76.0                               218.3
Adjustments for
restructuring,                              1,117.1
impairment and other
charges [D]
Adjusted Non-GAAP                           5.7
operating income
[A], [B], [C], [D] -
See previous page

MEMC ELECTRONIC
MATERIALS, INC.
AND SUBSIDIARIES
SUPPLEMENTAL
INFORMATION
(Unaudited; In     Three Months Ended               Twelve Months Ended
millions)
                   December   September  December   December  December
                   31,        30,        31,        31,       31,
EBITDA             2012       2012       2011       2012      2011
CALCULATION [A]
Net (loss)
income             $      $      $      $    
attributable to               37.0 (1,484.4) (150.6)  (1,536.0)
MEMC               (11.8)
stockholders
Net interest       34.2       27.1       24.9       131.7     72.7
expense
Depreciation and   78.8       59.1       65.4       246.9     227.1
amortization
Income tax
expense            37.0       (3.3)      129.7      64.9      73.1
(benefit)
                   $      $      $    
EBITDA [A]                 119.9  (1,264.4) 292.9     (1,163.1)
                   138.2
[A] EBITDA is a non-GAAP disclosure consisting of net loss attributable
to MEMC stockholders plus interest expense, net, depreciation and
amortization and provision for income taxes. The Company believes that
EBITDA is useful to an investor in evaluating the Company's operating
performance and liquidity because (i) it is widely used to measure a
company's operating performance without regard to items such as
depreciation and amortization, which can vary depending upon accounting
methods and the book value of assets, (ii) it presents a meaningful
measure of corporate performance exclusive of the Company's capital
structure and the method by which the assets were acquired, and (iii)
it is a widely accepted financial indicator of a company's ability to
service its debt, as the Company is required to comply with certain
covenants and limitations that are based on variations of EBITDA in the
Company's financing documents.

MEMC ELECTRONIC
MATERIALS, INC.
AND SUBSIDIARIES
SUPPLEMENTAL
INFORMATION
(Unaudited; In
millions)
                   December   December
                   31,        31,
SUMMARY OF
CONSOLIDATED       2012       2011
DEBT OUTSTANDING
                   $      $    
Senior notes                
                   550.0      550.0
Term Loan          196.1      —
Semiconductor
Materials - Bank   16.0       21.4
debt
Solar Energy -     43.3       36.1
Debt
Solar Energy -
Current portion
of non-recourse
system financing   97.8       144.2
debt and capital
lease
obligations
Solar Energy -
Non-recourse
system financing
debt and capital   1,465.1    1,175.1
lease
obligations,
less current
portion
                   $      $    
Total                         1,926.8
                   2,368.3
NON-GAAP
RECONCILIATION     Three Months Ended             Twelve Months
OF FREE CASH                                      Ended
FLOW [A]
                   December   September  December December  December
                   31,        30,        31,      31,       31,
                   2012       2012       2011     2012      2011
Net cash                                                    $   
provided by        $      $      $     $         
(used in)                                    
operating          19.2       3.0       (176.6) (263.5)  (15.3)
activities
Capital            (38.1)     (24.0)     (58.5)   (139.0)   (452.5)
expenditures
Construction of
solar energy       (153.7)    (35.5)     (127.9)  (346.9)   (598.1)
systems
Proceeds from
solar energy
system financing   183.9      189.4      416.5    859.6     1,071.2
and capital
lease
obligations
Repayments of
solar energy
system financing   (62.3)     (29.9)     (184.5)  (201.6)   (266.5)
and capital
lease
obligations
Proceeds from
and (dividends
to)                34.5       (0.4)      (33.3)   50.8      (48.5)
noncontrolling
interests
                   $      $      $     $      $   
Free cash flow                                     
[A]                (16.5)     102.6     (164.3)          (309.7)
                                                  (40.6)
[A] Generally Accepted Accounting Principles (GAAP) is the term used
to refer to the standard framework of guidelines for financial
accounting and reporting. In addition to reporting financial results
in accordance with GAAP, we have provided a non-GAAP financial
measure for free cash flow which we believe is useful to help
investors better understand the capital intensity of our business,
including our project financing operations. In addition to other key
performance indicators, we evaluate the performance of the solar
project business on the cash generation abilities of the projects,
which are typically financed at the inception of a lease, resulting
in a gain on sale that is deferred and not immediately included in
net income (loss). Any non-GAAP measure should be considered in
context with the GAAP financial presentation and should not be
considered in isolation or as a substitute for GAAP net income
(loss).

SOURCE MEMC Electronic Materials, Inc.

Website: http://www.memc.com
Contact: Media: Bill Michalek, Director, Corporate Communications,
+1-636-474-5443; Investors/Analysts: Chris Chaney, Director, Investor
Relations, +1-636-474-5226