Sunedison (SUNEQ) 10-K 1 Mar 10 2009 FY Annual report Financial data

Statement Of Income

Statement Of Income (USD $)
In Millions, except Per Share data	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Net sales	1163.6	2004.5	1921.8
Cost of goods sold	1035.5	999.7	921.3
Gross profit	128.1	1004.8	1000.5
Operating expenses:
Marketing and administration	161.9	106.5	111.3
Research and development	40.4	40.8	39.3
Restructuring and impairment costs	53	4.3	0
Operating (loss) income	-127.2	853.2	849.9
Non-operating (income) expense:
Interest expense	4	1.8	1.4
Interest income	-26.5	-46.4	(45)
(Increase) decline in fair value of warrant	-5.4	292.5	-220.8
Other, net	0.9	20.3	2.5
Total non-operating (income) expense	(27)	268.2	-261.9
(Loss) income before income tax expense and equity in earnings of joint venture	-100.2	585	1111.8
Income tax (benefit) expense	-42.2	195.4	282.2
(Loss) income before equity in earnings of joint venture	(58)	389.6	829.6
Equity in earnings of joint venture, net of tax	-11.8	0	0
Net (loss) income	-69.8	389.6	829.6
Net loss (income) attributable to noncontrolling interests	1.5	-2.2	-3.4
Net (loss) income attributable to MEMC stockholders	-68.3	387.4	826.2
Basic (loss) income per share	-0.31	1.71	3.66
Diluted (loss) income per share	-0.31	1.69	3.56
Weighted-average shares used in computing basic (loss) income per share	223.9	226.9	225.6
Weighted-average shares used in computing diluted (loss) income per share	223.9	228.6	232.3

Statement Of Financial Position

Statement Of Financial Position Classified (USD $)
In Millions	Dec. 31, 2009	Dec. 31, 2008
Current assets:
Cash and cash equivalents	632.7	988.3
Restricted cash	37.4	0
Short-term investments	85.9	148.4
Accounts receivable, net	173.3	197.3
Inventories	160.8	81.3
Income taxes receivable	72.5	0
Prepaid and other current assets	87	38.9
Total current assets	1249.6	1454.2
Investments	297.6	284.7
Property, plant and equipment, net	1460.7	1041.2
Deferred tax assets, net	95.3	69.7
Customer warrant	19.2	13.8
Restricted cash	21	0
Other assets	91.1	67.4
Goodwill	285.3	0
Intangible assets, net	46.7	5.7
Total assets	3566.5	2936.7
Current liabilities:
Current portion of long-term debt and capital leases	32.2	6.1
Accounts payable	219.3	162.4
Accrued liabilities	106.8	67.5
Accrued wages and salaries	39.2	31.7
Customer deposits	83.6	187
Income taxes payable	28	17.9
Total current liabilities	509.1	472.6
Long-term debt and capital leases, less current portion	384.4	26.1
Pension and post-employment liabilities	46.6	46.3
Deferred revenue	106.3	88.8
Other liabilities	313.3	186.1
Total liabilities	1359.7	819.9
Stockholders' equity:
Preferred stock, $.01 par value, 50.0 shares authorized, none issued or outstanding at December 31, 2009 or 2008	0	0
Common stock, $.01 par value, 300.0 shares authorized, 237.2 and 233.3 issued at December 31, 2009 and 2008, respectively	2.4	2.3
Additional paid-in capital	507.4	425.6
Retained earnings	2079.1	2147.1
Accumulated other comprehensive income (loss)	33	-55.6
Treasury stock: 9.8 and 8.8 shares at December 31, 2009 and 2008, respectively	-453.3	-437.4
Total MEMC stockholders' equity	2168.6	2,082
Noncontrolling interests	38.2	34.8
Total stockholders' equity	2206.8	2116.8
Total liabilities and stockholders' equity	3566.5	2936.7

1_Statement Of Financial Positi

Statement Of Financial Position Classified (Parenthetical) (USD $)
Share data in Millions, except Per Share data	Dec. 31, 2009	Dec. 31, 2008
Preferred stock, par value	0.01	0.01
Preferred stock, shares authorized	50	50
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	0.01	0.01
Common stock, shares authorized	300	300
Common stock, issued	237.2	233.3
Treasury stock, shares	9.8	8.8

Statement Of Cash Flows Indirec

Statement Of Cash Flows Indirect (USD $)
In Millions	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Cash flows from operating activities:
Net (loss) income	-69.8	389.6	829.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	124	104	80.7
Stock-based compensation	36.5	28.5	31.1
Provision (benefit) for deferred taxes	-32.4	54.1	24.5
(Increase) decline in fair value of warrant	-5.4	292.5	-220.8
Impairment charges	24.6	1.1	0
Other	4	18	-1.1
Changes in assets and liabilities (net of effects from acquisition):
Short-term investments-trading securities	10.9	0	9.5
Accounts receivable	26	-4.3	6
Inventories	-43.2	-43.7	45.5
Income taxes receivable	-72.5	0	0
Prepaid and other current assets	-3.4	(12)	-3.9
Accounts payable and accrueds	17.5	24.2	23.9
Deferred revenue and customer deposits	15.4	-33.1	39
Income taxes payable	8.7	-59.1	18.3
Pension and post-employment liabilities	-1.4	-72.4	-9.9
Other non-current assets and liabilities	-6.5	-46.5	44.8
Net cash provided by operating activities	33	640.9	917.2
Cash flows from investing activities:
Cash payments for acquisition, net of cash acquired	-188.5	0	0
Proceeds from sale and maturities of investments	272.5	485.5	93.2
Purchases of investments	-10.9	-517.3	-506.4
Purchases of cost and equity method investments	-121.7	0	0
Capital expenditures	-225.4	-303.6	-276.4
Construction of solar energy systems	(28)	0	0
Restricted cash	2.2	0	0
Other	0	0	0.7
Net cash used in investing activities	-299.8	-335.4	-688.9
Cash flows from financing activities:
Net (repayments of) proceeds from customer deposits related to long-term supply agreements	-90.4	138	115.3
Principal payments on long-term debt	(46)	(6)	-5.2
Proceeds from financing obligations	78.1	0	0
Repayments of financing and capital lease obligations	-15.6	0	0
Excess tax benefits from share-based payment arrangements	0.3	19	40
Dividend to noncontrolling interest	0	-3.2	-6.2
Common stock repurchased	-15.8	(321)	-111.2
Proceeds from issuance of common stock	0.7	19.9	44.2
Debt financing fees	(3)	0	0
Net cash (used in) provided by financing activities	-91.7	-153.3	76.9
Effect of exchange rate changes on cash and cash equivalents	2.9	-23.2	26.6
Net (decrease) increase in cash and cash equivalents	-355.6	129	331.8
Cash and cash equivalents at beginning of period	988.3	859.3	527.5
Cash and cash equivalents at end of period	632.7	988.3	859.3

Statement Of Shareholders Equit

Statement Of Shareholders Equity And Other Comprehensive Income (USD $)
In Millions	Common Stock Issued	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Common Stock Held in Treasury	Total MEMC Stockholders' Equity	Noncontrolling Interest	Total
Beginning Balance at Dec. 31, 2006	2.2	242.5	933.8	-7.4	-4.2	1166.9	38.6	1205.5
Beginning Balance (in shares) at Dec. 31, 2006	224				-0.7
Cumulative effect of adoption of accounting principle related to uncertain tax positions			0.5			0.5		0.5
Comprehensive income:
Net income (loss)			826.2			826.2	3.4	829.6
Net translation adjustment				32.3		32.3		32.3
Net unrecognized actuarial gain (loss) and prior service credit (net of $1.5 tax in 2009, $17.5 in 2008, 5.9 in 2007)				9.2		9.2		9.2
Net unrealized gain (loss)on available-for-sale securities				-4.3		-4.3		-4.3
Total comprehensive income						863.4	3.4	866.8
Stock plans, net (in shares)	3.4				-0.1
Stock plans, net		115.6			-0.2	115.4		115.4
Common stock repurchases (in shares)					-1.8
Common stock repurchases					-111.2	-111.2		-111.2
Net exercise of warrants (in shares)	4.5
Net exercise of warrants	0.1	-0.1						0
Dividend to noncontrolling interest							-6.2	-6.2
Ending Balance (in shares) at Dec. 31, 2007	231.9				-2.6
Ending Balance at Dec. 31, 2007	2.3	358	1760.5	29.8	-115.6	2,035	35.8	2070.8
Cumulative effect of adoption of accounting principle related to employee benefit plans measurement date provision			-0.8			-0.8		-0.8
Comprehensive income:
Net income (loss)			387.4			387.4	2.2	389.6
Net translation adjustment				-14.2		-14.2		-14.2
Net unrecognized actuarial gain (loss) and prior service credit (net of $1.5 tax in 2009, $17.5 in 2008, 5.9 in 2007)				-32.3		-32.3		-32.3
Net unrealized gain (loss)on available-for-sale securities				-38.9		-38.9		-38.9
Total comprehensive income						302	2.2	304.2
Stock plans, net (in shares)	1.4
Stock plans, net		67.6			-0.8	66.8		66.8
Common stock repurchases (in shares)					-6.2
Common stock repurchases					(321)	(321)		(321)
Dividend to noncontrolling interest							-3.2	-3.2
Ending Balance (in shares) at Dec. 31, 2008	233.3				-8.8
Ending Balance at Dec. 31, 2008	2.3	425.6	2147.1	-55.6	-437.4	2,082	34.8	2116.8
Cumulative effect of adoption of accounting principle related to other-than-temporary impairments on investments			0.3	-0.3				0
Purchase of Sun Edison LLC (in shares)	3.8
Purchase of Sun Edison LLC	0.1	45.8				45.9	6.7	52.6
Comprehensive income:
Net income (loss)			-68.3			-68.3	-1.5	-69.8
Net translation adjustment				9.4		9.4	-1.8	7.6
Net unrecognized actuarial gain (loss) and prior service credit (net of $1.5 tax in 2009, $17.5 in 2008, 5.9 in 2007)				2.6		2.6		2.6
Gain on mark to market for cash flow hedges				1.8		1.8		1.8
Net unrealized gain (loss)on available-for-sale securities				75.1		75.1		75.1
Total comprehensive income						20.6	-3.3	17.3
Stock plans, net (in shares)	0.1
Stock plans, net		36			-0.1	35.9		35.9
Common stock repurchases (in shares)					(1)
Common stock repurchases					-15.8	-15.8		-15.8
Ending Balance (in shares) at Dec. 31, 2009	237.2				-9.8
Ending Balance at Dec. 31, 2009	2.4	507.4	2079.1	$33	-453.3	2168.6	38.2	2206.8

2_Statement Of Shareholders Equ

Statement Of Shareholders Equity And Other Comprehensive Income (Parenthetical) (USD $)
In Millions	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Net unrecognized actuarial gain (loss) and prior service credit, tax	1.5	17.5	5.9

NATURE OF OPERATIONS

NATURE OF OPERATIONS
	12 Months Ended Dec. 31, 2009 USD / shares
NATURE OF OPERATIONS	1. NATURE OF OPERATIONS We are a global leader in the manufacture and sale of silicon wafers and have been a pioneer in the design and development of wafer technologies over the past fifty years. With manufacturing and research and development facilities in the United States, Europe and Asia Pacific, we enable the next generation of high performance semiconductor and solar applications. Our customers include major semiconductor device and solar cell (device) manufacturers. We provide wafers in sizes ranging from 100 millimeters (4 inch) to 300 millimeters (12 inch). Since 2007, we have been selling 156 millimeter wafers targeted for solar applications. Depending on market conditions, we also sell intermediate products such as polysilicon, silane gas, ingots and scrap wafers to semiconductor device and equipment makers, solar cell and module manufacturers, flat panel and other industries. On November20, 2009, we completed the acquisition of Sun Edison LLC (SunEdison),a solar energy services provider that integrates the design, installation, monitoring and financing of solar energy systems in order to provide a comprehensive solar energy services solution. SunEdison typically enters into a solar power services agreement to sell electricity generated from solar energy for a fixed period of time. (See Note 3). Prior to the acquisition, we were engaged in one reportable segmentthe design, manufacture and sale of silicon wafers. With the acquisition of SunEdison, we now also participate in the development and maintenance of solar energy systems and the sale of solar energy. Effective with the SunEdison acquisition, we were engaged in two reportable segments: Materials Business (includes the historical operations of MEMC) and Solar Energy Business (consists solely of SunEdison).

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	12 Months Ended Dec. 31, 2009 USD / shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Standards Codification On July1, 2009, MEMC adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 105-10 (ASC 105-10). ASC 105-10 establishes the FASB Accounting Standards Codification (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with US GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative US generally accepted accounting principles (US GAAP) for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The adoption of this accounting standard did not have a material impact on our financial statements. Use of Estimates In preparing our financial statements, we use estimates and assumptions that may affect reported amounts and disclosures. Estimates are used when accounting for investments, depreciation, amortization, leases, accrued liabilities, employee benefits, derivatives, stock based compensation, income taxes, the fair value of assets acquired and liabilities assumed in connection with business combinations, goodwill and asset valuation allowances among others. These estimates and assumptions are based on current facts, historical experience and various other factors 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 and the recording of revenue, costs and expenses that are not readily apparent from other sources. To the extent there are material differences between the estimates and actual results, our future results of operations would be affected. Reclassifications Effective January1, 2009, MEMC adopted an accounting standards update included in the FASBs ASC 810, Consolidation, which amends prior guidance to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. MEMC now includes noncontrolling interests in consolidated net income for current and prior periods. Earnings per share, however, continue to be based on the net income attri

Acquisition of Sun Edison LLC

Acquisition of Sun Edison LLC
	12 Months Ended Dec. 31, 2009 USD / shares
Acquisition of Sun Edison LLC	3. Acquisition of Sun Edison LLC On November20, 2009, we completed the acquisition of SunEdison in order to expand the scope of MEMCs solar related operations. SunEdison is a developer of solar power projects and a solar energy provider. As a result of the acquisition (MEMC acquired 100% of voting equity), SunEdison became a wholly owned subsidiary of MEMC Holdings Corporation, which is a wholly owned subsidiary of MEMC. The preliminary purchase price for SunEdison was $314.6 million, including cash, MEMC common stock and additional consideration. The preliminary purchase price is calculated as follows: In Millions Cash and payables $ 191.8 Shares of MEMC common stock (a) 45.8 Contingent consideration 77.0 Total preliminary purchase price including estimated contingent consideration $ 314.6 (a)The value was based upon the issuance of 3,795,066 common shares and the closing price of MEMCs common stock at November20, 2009, the date of acquisition, or $12.08. The contingent consideration is to be paid to the former SunEdison unit holders if certain operational criteria are met from January1, 2010 through December31, 2010. In order for the full consideration to be paid, the surviving SunEdison entity would have to install 150 megawatts of solar photovoltaic projects in 2010 and achieve certain profitability thresholds. This would entitle the former SunEdison unit holders to an additional $89.0 million of a combination of cash and MEMC common stock. If SunEdison completes less than 80 megawatts of solar photovoltaic projects, no contingent consideration will be paid. If 80 megawatts or more are completed, the SunEdison unit holders will receive between $25.0 million and $89.0 million of cash and MEMC common stock, based on the terms of the merger agreement. MEMC has estimated the acquisition date fair value of the contingent consideration at $77.0 million, which reflects a discount at a credit adjusted interest rate for the period of the contingency. That measure is based on significant inputs that are not observable in the market, which USGAAP refers to as Level 3 inputs. Key assumptions include (i)a discount percent and (ii)a probability adjusted level of completing solar energy system projects in 2010 between 80 megawatts and 150 megawatts. As of December31, 2009, the amount recognized for the contingent consideration, the range of outcomes, and the assumptions used to develop the estimates has not changed since the date of the acquisition. Any future revisions to the estimated fair value of the contingent consideration could be material and will be recorded to the statement of operations. Approximately $21.0 million of the cash consideration and $6.9 million of the share consideration is currently held in escrow pursuant to the terms of the acquisition agreement. The principal factors that resulted in recognition of goodwill as well as our primary reasons for the acquisition of SunEdison were: (i)partnering with SunEdison should enable the build-up of solar energy system backlog with price certainty for materials cost and (ii)downstream knowledge of solar system demand an

RESTRUCTURING AND IMPAIRMENT CO

RESTRUCTURING AND IMPAIRMENT COSTS
	12 Months Ended Dec. 31, 2009 USD / shares
RESTRUCTURING AND IMPAIRMENT COSTS	4. RESTRUCTURING AND IMPAIRMENT COSTS In order to better align manufacturing capabilities to projected demand, MEMC committed to workforce reductions during the second quarter of 2008 (the 2008 Plan) and again in the first and second quarters of 2009 (the 2009 Global Plan). In September 2009, MEMC committed to actions to reduce manufacturing costs by shifting manufacturing from our St. Peters, Missouri and Sherman, Texas facilities to other locations which are closer to a number of MEMCs customers in the Asia Pacific region (the 2009 US Plan). MEMC has provided and paid severance benefits to those terminated under the 2008 Plan and the 2009 Global Plan and will provide severance benefits to those employees who will be terminated under the 2009 US Plan. The 2008 Plan and the 2009 Global Plan were completed by September30, 2008 and June30, 2009, respectively. We expect the 2009 US Plan to be completed in 2011. During 2008, we recorded and paid severance and other employee benefits totaling $3.2 million under the 2008 Plan. 2009 Restructuring Plans Materials Business Accrued, January1, 2009 Year-to-Date Restructuring Charges Cash Payments Adjustments(1) Accrued, December31, 2009 AsofDecember 31,2009 Cumulative Costs Incurred TotalCosts Expectedtobe Incurred In millions 2009 Global Plan Restructuring and impairment costs: Severance and other employee benefits $ $ 12.1 $ (11.9 ) $ (0.2 ) $ $ 11.6 $ 11.6 Outplacement costs 0.4 (0.4 ) 0.4 0.4 Settlement and curtailment loss, net (Note 17) 0.3 (0.3 ) 0.3 0.3 2009 US Plan Restructuring and impairment costs: Severance and other employee benefits 16.1 (0.9 ) 15.2 16.1 18.0 Asset move costs 6.1 Contract termination 5.8 Infrastructure costs 3.7 Outplacement costs 1.0 Total $ $ 28.9 $ (13.5 ) $ (0.2 ) $ 15.2 $ 28.4 $ 46.9 (1) Includes foreign currency related adjustments. Long-lived Asset Impairment Due to the significance of the actions announced as part of the 2009 US Plan discussed above, we performed an asset impairment analysis of our St. Peters, Missouri and Sherman, Texas long-lived manufacturing asset groups during the third quarter of 2009. In order to determine the amount of impairment, we estimated the fair value of our asset groups using discounted expected cash flows. Accordingly, we recorded asset impairment charges of $24.6 million in the third quarter of 2009 related t

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
	12 Months Ended Dec. 31, 2009 USD / shares
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	5. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The components of accumulated other comprehensive income (loss), net of tax, were as follows: AsofDecember31, 2009 2008 In millions Accumulated net translation adjustment $ 31.3 $ 21.9 Net unrealized gain (loss) on available-for-sale securities 31.9 (43.2 ) Cumulative effect of adoption of accounting principle related to other-than-temporary impairments on investments (0.3 ) Net actuarial loss, prior service credit, and transition obligation (net of $16.0 and $17.8 tax in 2009 and 2008, respectively) (31.7 ) (34.3 ) Gain on mark to market for cash flow hedges 1.8 Total accumulated other comprehensive (loss) income $ 33.0 $ (55.6 )

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS
	12 Months Ended Dec. 31, 2009 USD / shares
FAIR VALUE MEASUREMENTS	6. FAIR VALUE MEASUREMENTS Fair Value Measurements and Investments The following table summarizes the financial instruments measured at fair value on a recurring basis in the accompanying consolidated balance sheets: As of December31, 2009 As of December31, 2008 Assets (liabilities) in millions Level1 Level2 Level3 Total Level1 Level 2 Level3 Total Available for sale investments $ 110.8 $ 93.3 $ 11.6 $ 215.7 $ 176.2 $ 153.3 $ 22.8 $ 352.3 Trading investments 38.4 38.4 44.1 44.1 Auction rate securities right 2.0 2.0 6.2 6.2 Suntech warrant 19.2 19.2 13.8 13.8 Interest rate swaps 0.8 0.8 Currency forward contracts 3.3 3.3 1.6 1.6 $ 114.1 $ 94.1 $ 71.2 $ 279.4 $ 177.8 $ 153.3 $ 86.9 $ 418.0 During November 2008, we accepted an offer by our investment broker to receive an ARS Right that would substantially ensure recovery to par of our ARS between June 2010 and July 2012. At the same time, we reclassified the ARS from the available-for-sale category to trading. We have elected the fair value option for the ARS Right because its value is highly correlated to the value of the ARS, which are also marked to market. We record changes in the fair value of the ARS Right to other current assets and non-operating income, other. The ARS Right is the only item eligible for the fair value option in other current assets. As of December31, 2009 and 2008, the ARS Right had a value of $2.0 million and $6.2 million, respectively, which substantially offset the mark-to-market adjustment of our outstanding ARS of $2.1 million and $7.3 million, respectively. To determine the fair value of the ARS Right, we performed a Level 3 valuation using a discounted cash flow model, which involves making assumptions about expected future cash flows based on estimates of current market interest rates considering credit quality of the issuer, duration, and likelihood of redemption. The Suntech warrant consists of a fully vested, non-forfeitable warrant to purchase common shares of Suntech, a customer, which was received at the time that MEMC signed a long-term supply agreement with Suntech. We used a lattice model to determine the fair value of the Suntech warrant. Determining the appropriate fair value model and calculating the fair value of the warrant requires the making of estimates and assumptions, including Suntechs stock price volatility, interest rate, dividends, marketability and expected return requirements. The Suntech warrant is considered a derivative and, accordingly, changes in the value of the warrant are recorded in non-operating (income) expense. The notional amount of the warrant was $205.8 million as of December31, 2009 and 2008. We acquired less t

DERIVATIVES AND HEDGING INSTRUM

DERIVATIVES AND HEDGING INSTRUMENTS
	12 Months Ended Dec. 31, 2009 USD / shares
DERIVATIVES AND HEDGING INSTRUMENTS	7. DERIVATIVES AND HEDGING INSTRUMENTS To mitigate financial market risks of foreign currency exchange rates, we utilize currency forward contracts. As of December31, 2009, the notional amount of our currency forward contracts was $113.9 million. We do not use derivative financial instruments for speculative or trading purposes. We generally hedge transactional currency risks with currency forward contracts. Gains and losses on these foreign currency exposures are generally offset by corresponding losses and gains on the related hedging instruments, reducing the net exposure to MEMC. A substantial portion of our revenue and capital spending is transacted in U.S. Dollars. However, we do enter into transactions in other currencies, primarily the Euro, the Japanese Yen, and certain other Asian currencies. To protect against reductions in value and volatility of future cash flows caused by changes in foreign exchange rates, we have established transaction-based hedging programs. Our hedging programs reduce, but do not always eliminate, the impact of foreign currency exchange rate movements. At any point in time we may have outstanding contracts with several major financial institutions for these hedging transactions. Our maximum credit risk loss with these institutions is limited to any gain on our outstanding contracts. Through our acquisition of SunEdison, we are party to three interest rate swap instruments that are accounted for using hedge accounting. These instruments are used to hedge floating rate debt and are accounted for as cash flow hedges. Under the swap agreements, MEMC pays the fixed rate and the counterparties to the agreements pay MEMC a floating interest rate based on the table below. The counterparties to these agreements are financial institutions. The estimated fair value recorded to the balance sheet as provided in the table below is an estimate of the net amount that MEMC would pay on December31, 2009, if the agreements were transferred to other third parties or cancelled by MEMC. The effective portion of these hedges during the period subsequent to the acquisition of SunEdison through December31, 2009 was a gain of $1.8 million and was recorded to other comprehensive income. No ineffectiveness was recognized in 2009. NotionalAmount (in millions) FixedRate VariableRate Termination Date Assets (Liabilities) Fair Value at December31, 2009 Dollars in millions Interest rate swap #1 4.8 Euros 5.1 % Euribor plus 1.5% 6/30/2023 $ (0.9 ) Interest rate swap #2 2.0 Euros 5.1 % Euribor plus 1.5% 6/30/2023 $ (0.3 ) Interest rate swap #3 37.2CanadianDollars 3.3 % Canadian Deposit Offering Rate 6/5/2028 $ 2.0 $ 0.8 Our unconsolidated joint venture with Q-Cells SE, as described in Note 8, is a Euro functional currency entity accounted for under the equity method, in which we invested 72.5million Euros ($104.6 million at December31, 2009). In order to manage the changes in foreign currency and any resulting gain or

INVESTMENTS

INVESTMENTS
	12 Months Ended Dec. 31, 2009 USD / shares
INVESTMENTS	8. INVESTMENTS Equity Method Investments We entered into a formal joint venture agreement on August26, 2009 with Q-Cells SE (Q-Cells) for the purpose of building large scale solar energy systems. Both MEMC and Q-Cells have invested approximately $101.6 million each in the venture in 2009. The joint venture company contracts with Q-Cells International to develop, acquire and build the power plants. The joint venture is accounted for under the equity method of accounting. As MEMC sells wafers to Q-Cells, the revenue from those sales is recognized consistent with MEMCs revenue recognition policy, and the costs associated with those wafers are included in cost of goods sold. MEMC defers its pro rata share (50%)of the net profit associated with the sale of the wafers, consistent with its ownership in the joint venture, until the power plant is sold to a third party, at which point all previously deferred amounts will be recognized as income, as well as any gain or loss on the sale of the project. We have eliminated our pro rata share of the net profit for the year ended December31, 2009 of $8.8 million, which is recorded in the statement of operations as equity in earnings of joint venture, net of tax. Operations during the period from inception of the joint venture through December31, 2009 consisted of the construction of the first solar power plant project, which was fully constructed in the fourth quarter of 2009 for a total cost of approximately $208.0 million. A contract was executed to sell it to a third party, however due to revenue recognition criteria not being met, the joint venture did not record revenue from the sale of the solar power plant in 2009. This contract resulted in the joint venture recognizing an impairment on the plant assets and MEMCs share of the impairment was approximately $3.0 million, which was recorded in equity in earnings of joint venture as of December31, 2009. There were no other material items recorded to the statement of operations of the joint venture in 2009. The sale contract requires the majority of payment to be completed by the end of the second quarter of 2010. The parties can then return the proceeds of that sale to the joint venture partners or leave the investment in the entity for one or more future solar power plant projects. Investments Recorded at Fair Value Cost GrossUnrealized Gains/(Losses) and Other-than- temporary Impairments Recorded in Earnings(1) Other-than- temporary Impairments inAccumulated Other Comprehensive Income(Loss)(2) Unrealized Gains/(Losses) in Other Comprehensive Income FairValue FairValueof Investmentsin UnrealizedLoss Positionswithno Recognized Losses UnrealizedLosseson Investments in Unrealized Loss Positions with no RecognizedLosses Greaterthan twelvemonths Lessthan twelve months In millions As of December31, 2009: Trading securities: Auction rate securities $ 40.5 $ (2.1 ) $ $ $ 38

CREDIT CONCENTRATION

CREDIT CONCENTRATION
	12 Months Ended Dec. 31, 2009 USD / shares
CREDIT CONCENTRATION	9. CREDIT CONCENTRATION Our customers fall into four categories: (i)semiconductor device and solar cell and module manufacturers, (ii)commercial customers, which principally include large, national retail chains and real estate property management firms; (iii)federal, state and municipal governments; and (iv)utilities. Our customers are located in various geographic regions including North America, Europe and the Asia Pacific region and are generally well capitalized, and the concentration of credit risk is considered minimal. Sales to specific customers exceeding 10% of consolidated net sales for the years ended December31 were as follows: 2009 2008 2007 Customer A 23.2 % 14.6 % [1 ] Customer B [1 ] 13.0 % 13.1 % Customer C [1 ] 10.4 % [1 ] Customer D [1 ] [1 ] 10.2 % [1] Less than 10% of consolidated net sales.

INVENTORIES

INVENTORIES
	12 Months Ended Dec. 31, 2009 USD / shares
INVENTORIES	10. INVENTORIES Inventories consist of the following: AsofDecember31, 2009 2008 In millions Raw materials and supplies $ 47.2 $ 18.8 Goods and work in process 55.4 6.4 Finished goods 58.2 56.1 $ 160.8 $ 81.3 SunEdison inventories of $20.3 million at December31, 2009 consist of raw materials and supplies and goods in process related to the construction of solar energy systems intended for sale. In the event the solar energy system is not sold and will be held and used, it will be capitalized to property, plant and equipment. At December31, 2009, we had $18.9 million of inventory held on consignment, compared to $15.1 million at December31, 2008.

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT
	12 Months Ended Dec. 31, 2009 USD / shares
PROPERTY, PLANT AND EQUIPMENT	11. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following: As of December31, 2009 2008 In millions Land $ 7.3 $ 6.2 Buildings and improvements 198.1 163.2 Machinery and equipment 1,268.9 1,198.3 Solar energy systems 341.8 1,816.1 1,367.7 Less accumulated depreciation (551.7 ) (478.4 ) 1,264.4 889.3 Construction in progress 196.3 151.9 $ 1,460.7 $ 1,041.2 In MEMCs 2008 Form 10-K, approximately $121.6 million attributable to construction in progress was unintentionally classified as buildings and improvements. The presentation for 2008 above properly includes this amount in construction in progress and excludes the amount from buildings and improvements.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS
	12 Months Ended Dec. 31, 2009 USD / shares
GOODWILL AND INTANGIBLE ASSETS	12. GOODWILL AND INTANGIBLE ASSETS All of our goodwill was recorded as part of our purchase of SunEdison on November20, 2009 as described in Note 3. This purchase also resulted in acquiring certain intangible assets with an estimated acquisition date fair value of approximately $42.2 million. The carrying values of goodwill and intangible assets were as follows: Average Amortization Period Gross Carrying Amount Accumulated Amortization NetCarrying Amount In millions SunEdison 2009 acquisition: Goodwill $ 285.3 $ 285.3 Intangible assets subject to amortization: Favorable energy credits 7 $ 14.2 $ (0.3 ) $ 13.9 Customer relationships 7 4.7 [a ] 4.7 Trade name 15 4.0 [a ] 4.0 Internally developed software 3 1.3 (0.1 ) 1.2 Other intangible assets: Power plant development arrangements 18.0 18.0 Total intangible assets 8 $ 42.2 $ (0.4 ) $ 41.8 Materials Business: 2009: Intangible assets subject to amortization: Purchased software 6 $ 27.4 $ (22.5 ) $ 4.9 2008: Intangible assets subject to amortization: Purchased software 6 $ 29.8 $ (24.1 ) $ 5.7 [a] Amount was less than $0.1 million. In 2009, 2008 and 2007, we recognized amortization expense of $1.2million, $1.0 million, and $1.4 million, respectively. We expect to recognize annual amortization expense as follows: 2010 2011 2012 2013 2014 In millions Amortization $ 6.4 $ 5.8 $ 5.2 $ 4.2 $ 1.2

DEBT AND CAPITAL LEASE OBLIGATI

DEBT AND CAPITAL LEASE OBLIGATIONS
	12 Months Ended Dec. 31, 2009 USD / shares
DEBT AND CAPITAL LEASE OBLIGATIONS	13. DEBT AND CAPITAL LEASE OBLIGATIONS We have short-term committed financing arrangements renewable annually of approximately $26.9 million at December31, 2009, of which there were no short-term borrowings outstanding at December31, 2009 and 2008. Of the $26.9 million committed short-term financing arrangements, $11.9 million is unavailable because it relates to the issuance of third party letters of credit. Interest rates are negotiated at the time of the borrowings. We have non-solar energy system long-term committed financing arrangements of approximately $316.9 million at December31, 2009, of which $28.4million is outstanding. Of the $316.9 million committed long-term financing arrangements, which expire beginning 2010 and ending 2017, $93.2 million is unavailable because it relates to the issuance of third party letters of credit. We pay commitment fees of up to 0.5 percent on the committed loan agreements. Long-term debt and capital leases outstanding consist of the following: AsofDecember31, 2009 2008 In millions Solar energy systems: Capital leases, bearing interest at 3.00% $ 140.9 $ Finance obligations, bearing interest from 3.00% to 11.11% 245.1 Long-term notes with interest payable semi-annually at rates ranging from 2.10% to 2.45%, due in 2010 through 2017 25.4 32.2 Capital leases for equipment and other debt 5.2 Less current portion 32.2 6.1 $ 384.4 $ 26.1 Our solar energy systems for which we have capital lease and finance obligations are included in separate legal entities. The capital lease and finance obligations have recourse to those entities but limited or no recourse to the MEMC parent or SunEdison parent. Capital Leases We are party to master lease agreements that provide for the sale and simultaneous leaseback of certain solar energy systems constructed by us. The aggregate remaining open funding commitments under these master lease agreements at December31, 2009, were $110.0 million. As of December31, 2009, we had 225 such lease transactions at approximately $415.5 million. Generally, the terms of the leases are 25 years with certain leases providing terms as low as 10 years and provide for an early buyout option. The specified rental payments are based on projected cash flows that the solar energy system will generate. Finance Obligations As more fully described in Notes 2 Revenue Recognition, in certain transactions we are required to account for the proceeds of sale/leaseback transactions as financing (failed sale/leaseback transactions). Generally, the solar energy systems subject to the financing collateralizes the lease obligation. Because applying MEMCs incremental borrowing rate to the financing obligation results in negative amortization throughout the financing period, we account for all payments as interest expense. Long-term Notes Long-term notes at December31, 2009 totaling $25.4 million owed to a bank by our Japanese subsidiary are guaranteed by us and are secured by the land, buildings and

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY
	1/1/2009 - 12/31/2009 USD / shares
STOCKHOLDERS' EQUITY	14. STOCKHOLDERS EQUITY Preferred Stock We have 50.0million authorized shares of $.01 par value preferred stock and no preferred shares issued and outstanding as of December31, 2009 and 2008. The Board of Directors is authorized, without further action by the stockholders, to issue any or all of the preferred stock. Common Stock Holders of our $.01 par value common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Subject to the rights of any holders of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the Board of Directors. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the distribution of all assets remaining after payment of liabilities, subject to the rights of any holders of preferred stock. The declaration and payment of future dividends on our common stock, if any, will be at the sole discretion of the Board of Directors and is subject to restrictions as contained in the Corporate Credit Facility (see Note 13). There were no dividends declared or paid during the years ended December31, 2009, 2008 and 2007. As more fully described in Note 3, on November20, 2009, we completed the acquisition of SunEdison by paying a portion of the consideration in 3,795,066 shares of MEMC common stock with an acquisition date fair value of $45.8 million and providing contingent consideration. The value of the shares was based upon the closing price of MEMCs common stock at the date of acquisition, or $12.08. Approximately $6.9 million of the share consideration is currently held in escrow pursuant to the terms of the acquisition agreement. The contingent consideration is to be paid to the former SunEdison unit holders if certain operational criteria are met following the acquisition date through December31, 2010. This consideration is to be paid in the form of a combination of cash and MEMC common stock, the total of which could range between $25.0 million and $89.0 million. Our Board of Directors has approved a $1.0 billion stock repurchase program. The stock repurchase program allows MEMC to purchase common stock from time to time on the open market or through privately negotiated transactions using available cash. The specific timing and amount of repurchases will vary based on market conditions and other factors and may be modified, extended or terminated by the Board of Directors at any time. In 2009 and 2008, we repurchased 1.0million and 6.2million shares of our common stock at a total cost of $15.8 million and $321.0 million, respectively. From inception through December31, 2009, we have repurchased 9.0million shares at a total cost of $448.0million. Due to current market conditions and other uses of cash in the future, the Board suspended the program in April 2009. Stock-Based Compensation We have equity incentive plans that provide for the award of non-qualified stock options, restricted stock, performance shares, and restricted stock units to employees, non-employee directors, and consultants. We issue new shares to satisfy stock option exe

EARNINGS

EARNINGS (LOSS) PER SHARE
	12 Months Ended Dec. 31, 2009 USD / shares
EARNINGS (LOSS) PER SHARE	15. EARNINGS (LOSS) PER SHARE In 2009, 2008 and 2007, basic and diluted earnings (loss) per share (EPS) were calculated as follows: 2009 2008 2007 Basic Diluted Basic Diluted Basic Diluted In millions, except per share amounts EPS Numerator: Net (loss) income allocable to common stockholders $ (68.3 ) $ (68.3 ) $ 387.4 $ 387.4 $ 826.2 $ 826.2 EPS Denominator: Weighted-average shares outstanding 223.9 223.9 226.9 226.9 225.6 225.6 Stock options and restricted stock units 1.7 3.1 Warrants 3.6 Total shares 223.9 223.9 226.9 228.6 225.6 232.3 (Loss) earnings per share $ (0.31 ) $ (0.31 ) $ 1.71 $ 1.69 $ 3.66 $ 3.56 As discussed in Note 3, 0.6million shares of the share consideration issued in conjunction with the acquisition of SunEdison is currently held in escrow and have been contingently issued and accordingly, pursuant to the terms of the acquisition agreement, have been excluded from the calculation of basic EPS. In 2009, all options to purchase MEMC stock and restricted stock units were excluded from the calculation of diluted EPS because the effect was antidilutive due to the net loss incurred for the period. In 2008 and 2007, options and restricted stock units to purchase 3.5million and 1.0million shares, respectively, of MEMC stock were excluded from the calculation of diluted EPS because the effect was antidilutive.

INCOME TAXES

INCOME TAXES
	12 Months Ended Dec. 31, 2009 USD / shares
INCOME TAXES	16. INCOME TAXES (Loss) income before income tax expense and equity in earnings of joint venture consists of the following: For the year ended December31, 2009 2008 2007 In millions U.S. $ (178.9 ) $ 215.9 $ 465.5 Foreign 78.7 369.1 646.3 $ (100.2 ) $ 585.0 $ 1,111.8 Income tax (benefit) expense consists of the following: Current Deferred Total In millions Year ended December31, 2009: U.S. Federal $ (25.0 ) $ (13.4 ) $ (38.4 ) State and local (2.4 ) 0.4 (2.0 ) Foreign 9.0 (10.8 ) (1.8 ) $ (18.4 ) $ (23.8 ) $ (42.2 ) Year ended December31, 2008: U.S. Federal $ 45.5 $ 44.0 $ 89.5 State and local (2.3 ) 1.0 (1.3 ) Foreign 100.4 6.8 107.2 $ 143.6 $ 51.8 $ 195.4 Year ended December31, 2007: U.S. Federal $ 150.9 $ 2.7 $ 153.6 State and local (0.6 ) 0.7 0.1 Foreign 113.6 14.9 128.5 $ 263.9 $ 18.3 $ 282.2 Effective Tax Rate. Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate of 35% to income before income taxes, equity in loss of joint venture and minority interests as a result of the following: For the year ended December31, 2009 2008 2007 Income tax at federal statutory rate (35.0 )% 35.0 % 35.0 % Increase (reduction) in income taxes: Effect of foreign operations and repatriation (26.6 ) 2.1 (8.4 ) State income taxes, net of Federal benefit (2.3 ) 0.4 0.5 Tax authority positions, net 22.1 (3.7 ) Other, net (0.2 ) (0.4 ) (1.7 ) Effective tax (benefit) expense rate (42.0 )% 33.4 % 25.4 % The Effect of foreign operations and repatriation includes the net reduced taxation of foreign profits from combining jurisdictions with rates above and below the U.S. federal statutory rate and the impact of withholding taxes. The 2009 amount is a result of a benefit associated with net worldwide losses. The 2008 amount includes the non-taxable loss for the mark-to-market adjustment associated with the Suntech warrant and tax impact related to distributions to the U.S. from two foreign subsidiaries. There were no distributions in 2009 due to losses incurred at the foreign subsidiaries. The 2007 amount includes a benefit of $23.4 million associated with the U.S. foreign tax credit offset by an increase in expense of $29.1 million related to dividends and foreign withholding taxes. Additionall

EMPLOYEE-RELATED LIABILITIES

EMPLOYEE-RELATED LIABILITIES
	12 Months Ended Dec. 31, 2009 USD / shares
EMPLOYEE-RELATED LIABILITIES	17. EMPLOYEE-RELATED LIABILITIES Pension and Other Post-Employment Benefit Plans Prior to January2, 2002, our defined benefit pension plan covered most U.S. employees. Benefits for this plan were based on years of service and qualifying compensation during the final years of employment. Effective January2, 2002, we amended our defined benefit plan to discontinue future benefit accruals for certain participants. In addition, effective January2, 2002, no new participants will be added to the plan. We also have a non-qualified plan under the Employee Retirement Income Security Act of 1974. This plan provides benefits in addition to the defined benefit plan. Eligibility for participation in this plan requires coverage under the defined benefit plan and other specific circumstances. The non-qualified plan has also been amended to discontinue future benefit accruals. Prior to January1, 2002, our health care plan provided postretirement medical benefits to full-time U.S. employees who met minimum age and service requirements. The plan is contributory, with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. Effective January1, 2002, we amended our health care plan to discontinue eligibility for postretirement medical benefits for certain participants. In addition, effective January2, 2002, no new participants will be eligible for postretirement medical benefits under the plan. ASC 715, CompensationRetirement Benefits (ASC 715), requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. This requirement was effective and adopted as of December31, 2008. As a result of the adoption, we recorded an adjustment to the 2008 beginning retained earnings of $0.8 million. Net periodic postretirement benefit cost (income) consists of the following: Pension Plans Health Care and Other Plans Year ended December31, 2009 2008 2007 2009 2008 2007 In millions Service cost $ 3.0 $ 3.0 $ 3.3 $ $ 0.1 $ 0.1 Interest cost 10.0 10.5 9.8 1.5 1.6 1.6 Expected return on plan assets (13.1 ) (12.6 ) (9.4 ) Amortization of prior service cost (0.5 ) (0.5 ) (0.5 ) Net actuarial loss (gain) 5.2 0.7 1.8 (2.3 ) (1.4 ) (0.9 ) Settlement and curtailment charges 0.3 0.1 Net periodic benefit cost (income) $ 5.4 $ 1.6 $ 5.6 $ (1.3 ) $ (0.2 ) $ 0.3 To determine pension and other postretirement and post-employment benefit measurements for the plans, we used a measurement date of September30 in 2007. As a result of the adoption of the ASC 715 measurement date provision, a measurement date of December31 was used in 2008 and 2009. Net periodi

LONG-TERM CUSTOMER CONTRACTS

LONG-TERM CUSTOMER CONTRACTS
	12 Months Ended Dec. 31, 2009 USD / shares
LONG-TERM CUSTOMER CONTRACTS	18. LONG-TERM CUSTOMER CONTRACTS During February 2009, we amended two of our long-term solar wafer supply agreements. Under those amendments, the potential aggregate revenues to MEMC under the agreements for sales in 2009 and aggregate revenues for sales over the remaining term of the contracts remain unchanged, but volume increases and price reductions for 2009 were effectuated. During the quarter ended June30, 2009, MEMC applied approximately $44.1 million of refundable security deposits against outstanding accounts receivable balances in accordance with the terms of the long-term customer agreements described above. The application of the deposits against accounts receivables has been reflected as working capital and other operating cash inflows and a decrease in customer deposits in financing cash flows in the condensed consolidated statement of cash flows for year ended December31, 2009. We further amended these agreements in the third quarter of 2009 providing for an additional price reduction and volume increase for the second half of 2009. The subsequent amendments also provide a deferral mechanism for a 2009 purchase shortfall by the customers (from the increased volume commitment), by allowing the customers to make up the purchase shortfall in subsequent years. Such deferred volume amounts will be added to the customers minimum purchase requirements for future contract years. There was no change in the amount of collateral currently required in the form of deposits. Due to the amendment with the one of these customers, approximately $11.6 million of previously refundable deposits are no longer refundable and have been reclassified from other long-term liabilities to deferred revenue and will be amortized over the remaining term of the contract as an operating income item. The constructive receipt of the non-refundable deposit and corresponding reduction in refundable deposits has been reflected as working capital and other operating cash inflows and a decrease in customer deposits in financing cash flows in the condensed consolidated statement of cash flows for the year ended December31, 2009. Also in connection with one of the amendments, as additional consideration to MEMC, the customer agreed to sell to us an equity investment in shares of an unrelated entity at its cost of approximately $5 million. We have recorded the investment at fair value with the offset to deferred revenue. The loss of any one of these long-term supply customers could potentially adversely affect our future operating results. Another solar wafer customer has not made a scheduled refundable capacity reservation deposit that was due under their agreement in early January 2009. We continue to negotiate with this customer and made limited shipments to this customer in 2009 at market prices. As more fully described in Note 21, in January 2010, we amended our long-term solar wafer supply agreement with Conergy AG (Conergy) and reached an out of court settlement of a lawsuit related to that agreement.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES
	12 Months Ended Dec. 31, 2009 USD / shares
COMMITMENTS AND CONTINGENCIES	19. COMMITMENTS AND CONTINGENCIES As discussed in Note 3, we issued contingent consideration to be paid to the former SunEdison unit holders if certain operational criteria are met from January1, 2010 through December31, 2010. This consideration is to be paid in the form of cash and MEMC common stock and ranges from zero up to $89.0 million. Capital Lease Obligations As more fully described in Note 13, we are party to master lease agreements that provides for the sale and simultaneous leaseback of certain solar energy systems constructed by us. Operating Leases and Purchase Obligations We lease buildings, equipment and automobiles under operating leases. Rental expense was $7.9 million, $5.7 million and $5.2 million in 2009, 2008 and 2007, respectively. The total future commitment under operating leases as of December31,2009 was $28.3 million, of which $20.6 million is noncancellable. Our operating lease obligations as of December31, 2009 were as follows: Payments Due By Period Total 2010 2011 2012 2013 2014 Thereafter In millions Operating Leases $ 28.3 $ 7.2 $ 5.9 $ 3.7 $ 3.0 $ 2.5 $ 6.0 We maintain a long-term agreement with a supplier in connection with the purchase of certain raw materials. Our minimum required annual purchase under this agreement is $48.6 million in each of the years from 2009 through 2018. During 2009 and 2008, $15.9 million and $13.7 million were recorded to cost of goods sold related to the estimated shortfall to our annual purchase obligation associated with a take or pay agreement for raw material supply to our Pasadena facility. Indemnification We have agreed to indemnify some of our customers against claims of infringement of the intellectual property rights of others in our sales contracts with these customers. Historically, we have not paid any claims under these indemnification obligations and we do not have any pending indemnification claims as of December31, 2009. We generally warrant the operation of our solar energy systems. Due to the absence of historical material warranty claims and expected future claims, we have not recorded a warranty accrual related to solar energy systems as of December31, 2009. Legal Proceedings We are involved in various legal proceedings which arise in the ordinary course of business. Although it is not possible to predict the outcome of these matters, we believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations. BP Solar International v. MEMC Electronic Materials, Inc. and MEMC Pasadena, Inc. In April 2007, BP Solar International, Inc. filed suit against MEMC and MEMC Pasadena, Inc. in the Circuit Court for Frederick County, Maryland (Civil Number 10-C-07-001240) alleging non-delivery of polysilicon powder for 2006. Plaintiff BP Solar subsequently amended the complaint on four separate occasions. The final complaint filed by Plaintiff alleged that MEMC Pasadena failed to supply polysilicon powder to the Plainti

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS
	12 Months Ended Dec. 31, 2009 USD / shares
REPORTABLE SEGMENTS	20. REPORTABLE SEGMENTS Our reportable segments are determined based on the management of the businesses and the types of products sold and services provided. As discussed in Note 1, on November20, 2009, we completed the acquisition of SunEdison.Prior to this acquisition, we were engaged in one reportable segmentthe design, manufacture and sale of silicon wafers, which is now referred to as the Materials Business. Our Materials Business provides semiconductor wafers in sizes ranging from 100 millimeters (4 inch) to 300 millimeters (12 inch) as well as 156 millimeter wafers targeted for solar applications. As a result of the acquisition of SunEdison, we now participate in the development and maintenance of solar energy systems and the sale of solar energy, referred to as the Solar Energy Business. Because the SunEdison acquisition resulted in an additional reportable segment, and because all corporate costs have been allocated to the Materials Business, a recasting of prior period segments was not necessary. For the year ended December 31, 2009 2008 2007 In millions Net sales: Materials Business $ 1,159.8 $ 2,004.5 $ 1,921.8 Solar Energy Business 3.8 Consolidated net sales $ 1,163.6 $ 2,004.5 $ 1,921.8 Depreciation and amortization: Materials Business $ 122.0 $ 104.0 $ 80.7 Solar Energy Business 2.0 Consolidated depreciation and amortization $ 124.0 $ 104.0 $ 80.7 Operating (loss) income: Materials Business $ (116.8 ) $ 853.2 $ 849.9 Solar Energy Business (10.4 ) Consolidated operating (loss) income $ (127.2 ) $ 853.2 $ 849.9 Interest expense: Materials Business $ 2.2 $ 1.8 $ 1.4 Solar Energy Business 1.8 Consolidated interest expense $ 4.0 $ 1.8 $ 1.4 Total assets: Materials Business $ 2,678.9 $ 2,936.7 Solar Energy Business 887.6 Consolidated total assets $ 3,566.5 $ 2,936.7 Capital expenditures: Materials Business $ 225.4 $ 303.6 $ 276.4 Solar Energy Business(1) 28.0 Consolidated capital expenditures $ 253.4 $ 303.6 $ 276.4 (1) Includes construction of solar energy systems. Equity in earnings of joint venture, net of tax of ($11.8) million in 2009 and equity in joint venture of $101.6 million at December31, 2009 is part of our Materials Business segment. Geographic Segments Geographic financial information is as follows: Net Sales to Customers: 2009 2008 2007 Dollars in

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS
	12 Months Ended Dec. 31, 2009 USD / shares
SUBSEQUENT EVENTS	21. SUBSEQUENT EVENTS In January 2010, we reached an out of court settlement of a lawsuit related to our long-term solar wafer supply agreement with Conergy. At the same time, we amended this agreement with Conergy, which amendment included a significant reduction in the minimum quantity of wafers that Conergy must purchase over the remaining eight plus years of the agreement, as well as a minimum market share commitment should Conergys demand exceed the reduced quantities. The amendment also modifies the pricing terms to be based on market rates similar to other MEMC long-term solar wafer supply agreements. The amendment includes MEMC permanently retaining a portion of the refundable deposits currently held by us.

Document Information

Document Information
	12 Months Ended Dec. 31, 2009 USD / shares
Document Type	10-K
Amendment Flag	false
Document Period End Date	2009-12-31

Entity Information

Entity Information (USD $)
	12 Months Ended Dec. 31, 2009	Feb. 25, 2010	Jun. 30, 2009
Trading Symbol	WFR
Entity Registrant Name	MEMC ELECTRONIC MATERIALS INC
Entity Central Index Key	0000945436
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		227,369,614
Entity Public Float			$3,979,897,064