10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ______________________________________________________________

FORM 10-Q

 ______________________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

OR

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

For the transition period from              to             

Commission File Number: 001-13828

 ______________________________________________________________

MEMC ELECTRONIC MATERIALS, INC.

(Exact name of registrant as specified in its charter)

 ______________________________________________________________

Delaware	56-1505767
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)
501 Pearl Drive (City of O’Fallon) St. Peters, Missouri	63376
(Address of principal executive offices)	(Zip Code)

(636) 474-5000

(Registrant’s telephone number, including area code)

 ______________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in

Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o     No  x

The number of shares of the registrant’s common stock outstanding at November 7, 2012 was 230,947,024.

Table of Contents

		Page
Part I. Financial Information
Item 1.	Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income	3
	Unaudited Condensed Consolidated Balance Sheets	4
	Unaudited Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	53
Part II. Other Information
Item 1.	Legal Proceedings	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 6.	Exhibits	56
	Signatures

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(In millions, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net sales (see Note 14)	$	601.6		$	516.2		$	1,929.2		$	1,997.7
Cost of goods sold	514.7			457.6			1,701.8			1,644.0
Gross profit	86.9			58.6			227.4			353.7
Operating expenses:
Marketing and administration	68.9			83.8			239.2			270.8
Research and development	17.4			22.3			55.8			65.1
Goodwill impairment charge	—			56.4			—			56.4
Restructuring and impairment (reversals) charges (see Note 2)	(58.3		)	(0.1		)	(53.0		)	13.7
Insurance recovery	—			—			(4.0		)	—
Operating income (loss)	58.9			(103.8		)	(10.6		)	(52.3		)
Non-operating expense (income):
Interest expense	28.0			20.7			100.3			50.9
Interest income	(0.9		)	(1.3		)	(2.8		)	(3.1		)
Other, net	(2.4		)	13.4			0.1			(3.9		)
Total non-operating expense	24.7			32.8			97.6			43.9
Income (loss) before income taxes and equity in (loss) earnings of joint ventures	34.2			(136.6		)	(108.2		)	(96.2		)
Income tax expense (benefit)	(3.3		)	(43.2		)	27.9			(56.6		)
Income (loss) before equity in earnings of joint ventures	37.5			(93.4		)	(136.1		)	(39.6		)
Equity in earnings (loss) of joint ventures, net of tax	0.9			1.2			(0.9		)	4.5
Net income (loss)	38.4			(92.2		)	(137.0		)	(35.1		)
Net income attributable to noncontrolling interests	(1.4		)	(2.2		)	(1.8		)	(16.5		)
Net income (loss) attributable to MEMC stockholders	$	37.0		$	(94.4	)	$	(138.8	)	$	(51.6	)
Basic income (loss) per share (see Note 10)	$	0.16		$	(0.41	)	$	(0.61	)	$	(0.22	)
Diluted income (loss) per share (see Note 10)	$	0.16		$	(0.41	)	$	(0.61	)	$	(0.22	)
Comprehensive income (loss)	$	48.6		$	(139.7	)	$	(145.5	)	$	(37.6	)
Less: comprehensive income (loss) attributable to noncontrolling interests	2.5			(1.0		)	2.8			17.6
Comprehensive income (loss) attributable to MEMC stockholders	$	46.1		$	(138.7	)	$	(148.3	)	$	(55.2	)

See accompanying notes to unaudited condensed consolidated financial statements.

3

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

	September 30, 2012		December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	609.8	$	585.8
Restricted cash	84.2		125.2
Accounts receivable, less allowance for doubtful accounts of $4.3 and $4.9 in 2012 and 2011, respectively	252.0		202.9
Inventories	246.1		321.8
Solar energy systems held for development and sale	246.0		373.0
Prepaid and other current assets	201.2		277.2
Total current assets	1,639.3		1,885.9
Investments	48.4		54.5
Property, plant and equipment, net:
Non-solar energy systems, net of accumulated depreciation of $887.4 and $817.6 in 2012 and 2011, respectively	1,180.6		1,253.7
Solar energy systems, including consolidated variable interest entities of $53.7 and $55.3 in 2012 and 2011, respectively, net of accumulated depreciation of $62.4 and $34.2 in 2012 and 2011, respectively	1,264.9		1,139.4
Deferred tax assets, net	30.9		44.8
Restricted cash	46.5		37.5
Other assets	344.1		316.6
Intangible assets, net	138.3		149.2
Total assets	$	4,693.0	$	4,881.6

See accompanying notes to unaudited condensed consolidated financial statements.

4

	September 30, 2012			December 31, 2011
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	3.7		$	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations, including consolidated variable interest entities of $2.9 and $5.6 in 2012 and 2011, respectively	143.3			144.2
Accounts payable	463.9			694.6
Accrued liabilities	365.8			409.0
Contingent consideration related to acquisitions	31.8			71.6
Deferred revenue for solar energy systems	142.0			41.4
Customer and other deposits	57.5			72.4
Total current liabilities	1,208.0			1,436.9
Long-term debt, less current portion	761.8			567.7
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities of $71.2 and $57.0 in 2012 and 2011, respectively	1,404.6			1,211.2
Pension and post-employment liabilities	72.4			69.4
Customer and other deposits	208.2			276.8
Deferred revenue for solar energy systems	147.2			157.4
Non-solar energy system deferred revenue	30.7			51.2
Other liabilities	206.6			326.1
Total liabilities	4,039.5			4,096.7
Redeemable noncontrolling interest	11.4			—
Stockholders’ equity:
Preferred stock, $.01 par value, 50.0 shares authorized, none issued and outstanding in 2012 and 2011	—			—
Common stock, $.01 par value, 300.0 shares authorized, 241.4 and 241.3 shares issued, 230.9 and 230.8 shares outstanding, in 2012 and 2011, respectively	2.4			2.4
Additional paid-in capital	620.2			621.7
Retained earnings	437.8			577.5
Accumulated other comprehensive loss	(13.4		)	(3.9		)
Treasury stock, 10.5 shares in 2012 and 2011, respectively	(459.8		)	(459.8		)
Total MEMC stockholders’ equity	587.2			737.9
Noncontrolling interests	54.9			47.0
Total stockholders’ equity	642.1			784.9
Total liabilities and stockholders’ equity	$	4,693.0		$	4,881.6

See accompanying notes to unaudited condensed consolidated financial statements.

5

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Nine Months Ended
	September 30, 2012			September 30, 2011
Cash flows from operating activities:
Net loss	$	(137.0	)	$	(35.1	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	168.4			161.7
Stock-based compensation	22.2			31.7
Goodwill impairment charge	—			56.4
Expense (benefit) for deferred taxes	4.3			(103.5		)
Deferred revenue	(17.7		)	(61.3		)
Changes in operating assets and liabilities:
Accounts receivable	(50.5		)	24.0
Accounts payable	(205.4		)	133.0
Inventories	79.4			(160.7		)
Solar energy systems held for development and sale	(114.5		)	(205.5		)
Deferred revenue for solar energy systems	101.5			203.0
Customer and other deposits	(34.7		)	102.5
Accrued liabilities	(37.5		)	(12.6		)
Other long term liabilities	(140.2		)	28.8
Other	78.3			(1.1		)
Net cash (used in) provided by operating activities	(283.4		)	161.3
Cash flows from investing activities:
Capital expenditures	(100.3		)	(390.4		)
Construction of solar energy systems	(193.2		)	(470.2		)
Purchases of cost and equity method investments	(35.2		)	(50.4		)
Net proceeds from equity method investments	3.0			83.7
Change in restricted cash	(1.3		)	(83.0		)
Receipts (payments) to vendors for refundable deposits on long-term agreements	4.8			(14.5		)
Proceeds from sale of property, plant and equipment	—			37.1
Cash paid for acquisition, net of cash acquired	—			(162.6		)
Other	(0.1		)	(0.6		)
Net cash used in investing activities	(322.3		)	(1,050.9		)
Cash flows from financing activities:
Proceeds from senior notes issuance	—			550.0
Proceeds from second lien term loan	196.0			—
Cash paid for contingent consideration for acquistions	(58.0		)	(50.2		)
Proceeds from solar energy system financing and capital lease obligations	720.3			694.8
Repayments of solar energy system financing and capital lease obligations	(184.0		)	(122.1		)
Net repayments of customer deposits related to long-term supply agreements	(23.6		)	(57.3		)
Principal payments on long-term debt	(1.8		)	(1.8		)
Common stock issued and repurchased	(0.1		)	(2.8		)
Proceeds from and (dividends paid to) noncontrolling interests	16.4			(15.2		)
Debt financing fees	(35.2		)	(34.8		)
Net cash provided by financing activities	630.0			960.6
Effect of exchange rate changes on cash and cash equivalents	(0.3		)	7.8
Net increase in cash and cash equivalents	24.0			78.8
Cash and cash equivalents at beginning of period	585.8			707.3
Cash and cash equivalents at end of period	$	609.8		$	786.1
Supplemental schedule of non-cash financing activities:
Debt transferred to and assumed by buyer upon sale of solar energy systems	$	346.2		$	66.1
Capital lease obligation for property, plant and equipment	$	—		$	78.9

See accompanying notes to unaudited condensed consolidated financial statements.

6

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of MEMC Electronic Materials, Inc. and subsidiaries ("MEMC"), in our opinion, include all adjustments (consisting of normal, recurring items) necessary to present fairly our financial position and results of operations and cash flows for the periods presented. MEMC has presented the unaudited condensed consolidated financial statements in accordance with the Securities and Exchange Commission's requirements of Form 10-Q and Article 10 of Regulation S-X and consequently, these financial statements do not include all disclosures required by U.S. generally accepted accounting principles ("U.S. GAAP"). These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2011, which contains MEMC's audited financial statements for such year. Operating results for the three and nine month periods ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

During the three month period ended June 30, 2012, we recorded income tax expense for adjustments to deferred taxes that primarily relate to our pension plan, along with other adjustments to income tax expense, which resulted in a net expense of $6.1 million. These adjustments were out of period because they related to our 2011 consolidated financial statements. The amount of such adjustments was not material to our consolidated results of operations in 2011, and the amount is not expected to be material to the 2012 consolidated results of operations. The expense was recorded in the consolidated results of operations for the three month period ended June 30, 2012.

In connection with the preparation of our consolidated financial statements for the nine months ended September 30, 2012, management identified an error and revised the amounts previously presented for cost of goods sold due to a non-cash inventory adjustment which eliminated intercompany profit for the six months ended June 30, 2012.  This change increased our cost of goods sold for the nine months ended September 30, 2012 by $22.6 million.  We have determined that the effects of these revisions were not material to previously issued financial statements for the three months ended March 31, 2012 and the three and six months ended June 30, 2012. The Company will revise the condensed consolidated financial statements for the three months ended March 31, 2012 by increasing cost of goods sold by $6.6 million and will revise the three and six months ended June 30, 2012 by increasing cost of goods sold by $16.0 million and $22.6 million, respectively, for this item in future filings that contain such financial statements.  This will result in the net loss increasing from $92.0 million to $98.6 million in the three months ended March 31, 2012 and the net loss increasing from $61.3 million to $77.2 million and from $153.3 million to $175.8 million in the three and six months ended June 30, 2012, respectively.  

As part of our restructuring plan (see Note 2), effective January 1, 2012, we consolidated our two solar business units' operations into one business unit, and since that date we have been engaged in two reportable segments, Semiconductor Materials and Solar Energy. These condensed consolidated financial statements and related footnotes, including prior year financial information, are presented as two reportable segments for all periods presented.

In preparing our condensed consolidated 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 including restructuring, warranties, employee benefits, derivatives, stock-based compensation, income taxes, solar energy system installation and related costs, percentage-of-completion on long-term construction contracts, the fair value of assets and liabilities recorded in connection with business combinations, asset valuations, including allowances, among others. These estimates and assumptions are based on current facts, historical experience and various other factors 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.

New Accounting Standards Adopted

In May 2011, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, to provide guidance about fair value measurement and disclosure requirements. This standard does not extend the use of fair value but, rather, provides guidance as to how fair value should be applied where it is already required or permitted under International Financial Reporting Standards ("IFRS") or U.S. GAAP. For U.S. GAAP, most of the changes are clarifications of existing guidance or wording changes to align with IFRS. This standard was adopted on January 1, 2012 and did not have a material impact on our condensed consolidated financial statements.

7

In June 2011, the FASB issued Accounting Standards Update 2011-05 ("ASU 2011-05"), Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This standard was adopted on January 1, 2012, and we have presented components of net income (loss) and other comprehensive income (loss) in one continuous statement for the three and nine month periods ended September 30, 2012 and 2011.

8

(2) Restructuring and Impairment (Reversals) Charges

2011 Global Plan

During the second half of 2011, the semiconductor and solar industries experienced downturns, of which the downturn in solar was more severe. In order to better align our business to current and expected market conditions in the semiconductor and solar markets, as well as to improve the company's overall cost competitiveness and cash flows across both segments, we committed to a series of actions to reduce the company's global workforce, right size production capacity and accelerate operating cost reductions in 2012 and beyond (the "2011 Global Plan"). These actions included reducing the total workforce by approximately 20%, shuttering the company's Merano, Italy polysilicon facility, reducing production capacity at the company's Portland, Oregon crystal facility and slowing the ramp of the Kuching, Malaysia facility, as well as consolidating our solar wafering and solar energy systems operations into a single Solar Energy business unit effective January 1, 2012. We expect the 2011 Global Plan to be substantially complete in 2012, except for certain voluntary termination benefits which may be paid in 2013, and ongoing negotiations with certain vendors and suppliers, including those affecting our Merano plant, related to these restructuring activities. We are evaluating our options for our shuttered polysilicon facility in Italy. These options include disposal of the facility through sale or other means or reopening the facility, which could occur in 2013.

On September 4, 2012 we executed two settlement agreements with Evonik Industries AG and Evonik Degussa SpA ("Evonik"), one of our suppliers, to settle disputes arising from our early termination of two take-or-pay supply agreements. One of the original supply agreements also included a provision for the construction and operation of a chlorosilanes plant located on our existing Merano, Italy site for our benefit. Pursuant to the settlement reached, we will pay Evonik a total of 70 million euro, of which 10 million euro was paid in the third quarter of 2012. Pursuant to the settlement reached, the balance will be paid in various installments over the next five quarters. We also expect to obtain title to the chlorosilanes plant in the fourth quarter of 2012. The settlement required our forfeiture of a $10.2 million deposit with Evonik. As a result of this settlement, a favorable adjustment to our 2011 Global Plan accrual was made resulting in $69.2 million of income within restructuring and impairment on the consolidated statement of operations and comprehensive income (loss). Additionally, our obtaining title to the chlorosilanes plant could have additional favorable consequences on the consolidated statement of operations and comprehensive income (loss) in the fourth quarter of 2012.

We incurred tangible asset impairment charges of $14.2 million and $17.3 million, respectively, on solar wafering assets during the three and nine month periods ended September 30, 2012. It was determined that the related assets had no future service potential.

Details of expenses related to the 2011 Global Plan are set forth in the following table:

														As of September 30, 2012
In millions	Accrued, December  31, 2011		Year-to-Date Restructuring Charges			Cash Payments			Currency			Accrued, September 30, 2012		Cumulative Costs Incurred		Total Costs Expected to be Incurred
2011 Global Plan
Severance and other employee benefits	$	60.2	$	3.5		$	(26.9	)	$	(1.0	)	$	35.8	$	66.7	$	72.6
Contract termination (see Note 15)	260.0		(88.0		)	(14.7		)	0.8			158.1		170.0		170.0
Other	51.1		0.8			(6.9		)	0.1			45.1		52.6		72.0
Total	$	371.3	$	(83.7	)	$	(48.5	)	$	(0.1	)	$	239.0	$	289.3	$	314.6

2009 U.S. 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 MEMC's customers in the Asia Pacific region (the "2009 U.S. Plan"). MEMC continues to provide severance benefits to those employees who will be terminated under the 2009 U.S. Plan. We expect the 2009 U.S. Plan to be substantially complete in 2012. Restructuring expenses for the 2009 U.S. Plan recorded in 2011 and 2012 relate primarily to asset move costs.

In the three month periods ended September 30, 2012 and 2011, we recorded restructuring expenses of $0.7 million and

9

$0.2 million, respectively, primarily for infrastructure and equipment moving costs related to the 2009 U.S. Plan. In the nine month periods ended September 30, 2012 and 2011, we recorded restructuring expenses of $4.0 million and $13.7 million, respectively.

Details of expenses related to the 2009 U.S. Plan are set forth in the following table:

										As of September 30, 2012
In millions	Accrued, December  31, 2011		Year-to-Date Restructuring Charges		Cash Payments			Accrued, September 30, 2012		Cumulative Costs Incurred		Total Costs Expected to be Incurred
2009 U.S. Plan
Severance and other employee benefits	$	12.6	$	—	$	(4.7	)	$	7.9	$	18.0	$	18.8
Asset move costs	—		—		—			—		4.9		7.4
Contract termination	2.9		—		(2.9		)	—		2.9		2.9
Infrastructure costs and other	—		4.0		(4.0		)	—		4.0		—
Total	$	15.5	$	4.0	$	(11.6	)	$	7.9	$	29.8	$	29.1

(3) Inventories

Inventories consist of the following:

	As of		As of
In millions	September 30, 2012		December 31, 2011
Raw materials and supplies	$	70.1	$	121.6
Goods and work in process	128.6		97.7
Finished goods	47.4		102.5
	$	246.1	$	321.8

In connection with our 2011 Global Plan, we have realigned our operations such that we are primarily manufacturing solar wafers and sourcing solar cells and modules for internal consumption by our wholly owned subsidiary, SunEdison. As a result, effective January 1, 2012, all solar wafer, cell and module inventory is classified as goods and work in process. Finished goods inventory as of December 31, 2011 in the above table includes $42.8 million of solar wafer inventory classified as finished goods.

After the earthquake in Japan on March 11, 2011, wafer production in our semiconductor wafer plant in Japan was suspended through April 12, 2011. Due to the unplanned downtime, we recorded $14.9 million in the nine month period ended September 30, 2011, as period charges to cost of goods sold for the under absorption of production costs. We had no similar adjustments during the three month periods ended September 30, 2012 and September 30, 2011 and the nine month period ended September 30, 2012.

(4) Solar Energy Systems Held for Development and Sale

Solar energy systems held for development and sale consist of the following:

	As of		As of
In millions	September 30, 2012		December 31, 2011
Under development	$	202.6	$	193.5
Systems held for sale	43.4		179.5
	$	246.0	$	373.0

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(5) Investments

The short-term and long-term investments consist of the following:

	As of		As of
In millions	September 30, 2012		December 31, 2011
Items measured at fair value on a recurring basis	$	14.7	$	16.2
Equity method investments	24.9		25.8
Time deposits	0.3		0.3
Equity investments at cost	8.8		12.5
Total investments	48.7		54.8
Less: short-term investments	0.3		0.3
Long-term investments	$	48.4	$	54.5

Samsung Fine Chemicals Joint Venture

In February 2011, we entered into a joint venture with Samsung Fine Chemicals Co. Ltd. through our wholly owned subsidiary, MEMC Singapore Pte. Ltd., for the construction and operation of a new facility to produce high purity polysilicon in Ulsan, South Korea (the “SMP JV”). The SMP JV will manufacture and supply polysilicon to MEMC and to international markets through MEMC Singapore. Our ownership interest in the joint venture is 50% and Samsung Fine Chemicals Co. Ltd. owns the other 50%.

In September 2011, we executed a Supply and License Agreement with the SMP JV under which MEMC will license and sell to the joint venture fluid-bed reactor (FBR) technology and related equipment used for producing polysilicon. We will receive proceeds under the Supply and License Agreement based on certain milestones being achieved throughout the construction, installation and testing of the equipment. Proceeds received from the SMP JV under the Supply and License Agreement will be recorded as a reduction in our basis in the SMP JV investment, and to the extent that our basis in the investment is zero, the remaining proceeds received will be recorded as a liability. To the extent the total cash proceeds received exceed the sum of our cost basis in the equipment plus our capital contributions to the SMP JV, and when we have no remaining performance obligations, a gain will be recognized.

During the nine month period ended September 30, 2012, under the Supply and License Agreement we made equity contributions of $35.1 million. In total, we have made $49.0 million in equity contributions to the SMP JV, of which $8.9 million was contributed during the three month period ended September 30, 2012. Since inception of the SMP JV, the deposits received have exceeded our investment, and we recorded this as a reduction in our equity investment balance with the excess of $36.3 million recorded in long-term customer and other deposits. The cash received is recorded as an investing inflow within the condensed consolidated statement of cash flows. As of September 30, 2012, our investment balance in the SMP JV was $0. Our total cash commitments, inclusive of the $49.0 million invested thus far, are expected to be approximately $175.0 million through 2013. We expect our remaining cash commitments to be substantially offset by proceeds received under the Supply and License Agreement.

(6) Intangible Assets

Changes in intangible assets, net of accumulated amortization, for the nine month period ended September 30, 2012 are as follows:

In millions	December 31, 2011		Additions		Amortization or allocation to solar energy systems			Impairments			As of September 30, 2012
Total amortizable intangible assets, net of accumulated amortization of $15.1 and $19.2, respectively	$	25.6	$	—	$	(6.3	)	$	(0.6	)	$	18.7
Total indefinite lived intangible assets	123.6		—		(3.4		)	(0.6		)	119.6
Total intangible assets, net	$	149.2	$	—	$	(9.7	)	$	(1.2	)	$	138.3

During the three month periods ending September 30, 2012 and September 30, 2011, we recognized amortization expense of $5.2 million and $6.3 million, respectively. During the nine month periods ending September 30, 2012 and September 30, 2011, we recognized amortization expense of $9.7 million and $12.1 million, respectively. During the three month period ended

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September 30, 2011, we impaired goodwill in the amount of $56.4 million related to our Solaicx acquisition. The remaining historical goodwill was impaired in the fourth quarter of 2011.

(7) Debt and Capital Lease Obligations

Debt (including consolidated variable interest entities, "VIEs") and capital lease obligations outstanding consist of the following:

	As of September 30, 2012						As of December 31, 2011
	Total Principal		Current and Short-Term		Long-Term		Total Principal		Current and Short-Term		Long-Term
In millions
Non-solar energy system debt:
Senior notes	$	550.0	$	—	$	550.0	$	550.0	$	—	$	550.0
Second lien term loan	196.0		—		196.0		—		—		—
Long-term notes	19.5		3.7		15.8		21.4		3.7		17.7
Total non-solar energy system debt	$	765.5	$	3.7	$	761.8	$	571.4	$	3.7	$	567.7
Solar energy system debt, financings and capital leaseback obligations:
Short-term debt, weighted average interest rate of 6.4% and 6.2%, respectively	$	54.3	$	54.3	$	—	$	77.2	$	77.2	$	—
System construction and term debt	286.3		57.0		229.3		305.8		27.9		277.9
Capital leaseback obligations	100.2		11.9		88.3		107.8		13.3		94.5
Financing leaseback obligations	999.6		20.1		979.5		837.0		8.4		828.6
Other system financing transactions	107.5		—		107.5		27.6		17.4		10.2
Total solar energy system debt, financings and capital leaseback obligations	$	1,547.9	$	143.3	$	1,404.6	$	1,355.4	$	144.2	$	1,211.2
Total debt outstanding	$	2,313.4	$	147.0	$	2,166.4	$	1,926.8	$	147.9	$	1,778.9

Non-solar Energy System Debt

Senior Notes

On March 10, 2011, we issued $550.0 million of 7.75% Senior Notes due April 1, 2019 (the "2019 Notes"). We incurred $13.8 million in debt issuance costs, which is amortized into the condensed consolidated statement of operations and comprehensive (loss) income over the eight year term. The 2019 Notes were sold at a price equal to 100% of the principal amount thereof. The interest on the 2019 Notes is payable semi-annually, in cash in arrears, on April 1 and October 1. We may redeem the 2019 Notes at our option, in whole or in part, at any time on or after April 1, 2014, upon not less than 30 nor more than 60 days notice at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus any accrued and unpaid interest and additional interest, if any, to the redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below.

Year	Price
2014	105.813	%
2015	103.875	%
2016	101.938	%
2017 and thereafter	100.000	%

If a change of control of MEMC occurs, each holder of the 2019 Notes will have the right to require us to repurchase all or any part of that holder's notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of the repurchase.

The 2019 Notes are guaranteed by certain of MEMC's domestic subsidiaries (the “guarantors”). The 2019 Notes are senior unsecured obligations and are subordinated to all of our and the guarantors' existing and future secured debt.

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The indenture governing the 2019 Notes contains covenants that limit our and our subsidiaries' ability, subject to certain exceptions and qualifications, (i) to make certain asset sales, (ii) to make other restricted payments and investments, (iii) to incur indebtedness and issue preferred stock, (iv) to declare dividends, (v) to make other payments affecting restricted subsidiaries, (vi) to enter into certain transactions with affiliates, and (vii) to merge, consolidate or sell substantially all of our assets. These covenants are subject to a number of qualifications and limitations, and in certain situations, a cross default provision that is limited to recourse debt only. As of September 30, 2012, we were in compliance with all covenants in the indenture governing the 2019 Notes.

In addition, the indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among other things: failure to make payments on the 2019 Notes when due, failure to comply with covenants under the indenture, failure to pay other indebtedness or acceleration of maturity of other indebtedness, failure to satisfy or discharge final judgments and occurrence of bankruptcy events.

Long-term Notes

Long-term notes at September 30, 2012 totaling $19.5 million are owed to a bank by our Japanese subsidiary, are guaranteed by us, and are secured by the property, plant and equipment of our Japanese subsidiary. Such guarantees would require us to satisfy the loan obligations in the event that our Japanese subsidiary failed to pay such debt in accordance with its stated terms. These loans mature in years ranging from 2012 to 2017.

Second Lien Term Loan Credit Agreement

On September 28, 2012, we entered into a Second Lien Credit Agreement ("Term Loan") with Goldman Sachs Bank USA and Deutsche Bank Securities Inc. providing for a term loan maturing on October 2, 2017, in an aggregate principal amount of $200.0 million, with a 2.0% discount to par for proceeds of $196.0 million. Additionally, we incurred $10.8 million in debt issuance costs, which is amortized into the condensed consolidated statement of operations and comprehensive (loss) income over the five year term. Interest under the Term Loan will accrue, depending on the type of borrowing, at the base rate or the eurocurrency rate, with a floor of 1.50%, plus an applicable rate equal to 9.25% for the eurocurrency rate and 8.25% for the base rate. Interest is due and payable in arrears at the end of each interest period, no less than quarterly, and on the maturity date. As of September 30, 2012 the current interest rate on the Term Loan is 10.75%.

The obligations under the Term Loan are guaranteed by certain of our domestic subsidiaries pursuant to a guaranty agreement executed by each such subsidiary. Our obligations and the guaranty obligations of the subsidiaries are secured by second priority liens on and security interests in substantially all of our present and future assets and the assets of the subsidiary guarantors, including a pledge of the capital stock of domestic and foreign subsidiaries.

We may elect to prepay amounts due under the Term Loan with prior notice to the administrative agent. Any voluntary prepayments made on or prior to March 31, 2014 are subject to yield maintenance payments to the lenders in an amount not less than 3.0% of the principal amount then being prepaid. Voluntary prepayments made after March 31, 2014 but on or prior to March 31, 2015 are subject to a call premium of 3.0% of the principal amount then being prepaid. The call premium reduces to 1.0% for prepayments made after March 31, 2015 but on or prior to March 31, 2016. The company may make prepayments after March 31, 2016 without penalty.

Similar to the revolving Credit Facility with Bank of America, N.A. (discussed below), the Term Loan contains affirmative and negative covenants. These include but are not limited to limiting the company's and certain of our subsidiaries' ability, subject to certain exceptions and qualifications, to (i) create, incur, assume or suffer any liens on assets or revenues, (ii) make other restricted payments and investments, (iii) incur indebtedness, (iv) make certain transactions with affiliates, (v) merge, consolidate or sell/dispose of assets, (vi) enter into burdensome agreements, (vii) engage in any material line of business different from current lines, or (viii) prepay indebtedness or amend indebtedness that aversely impacts the Term Loan lenders. These covenants are subject to a number of qualifications and limitations.

Additionally, the Term Loan has financial covenants requiring a consolidated leverage ratio of 3.5 to 1.0 on September 30, 2012, and 3.0 to 1.0 thereafter, and minimum liquidity levels depending on our trailing twelve-month consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA). Our minimum liquidity covenant amount will be $400.0 million in the event our trailing twelve month consolidated EBITDA is less than $400.0 million. In the event the trailing twelve month consolidated EBITDA is greater than or equal to $400.0 million and less than $600.0 million, our minimum liquidity amount will be $300.0 million. In the event it is greater than or equal to $600.0 million and less than $850.0 million, our minimum liquidity will be $200.0 million. Finally, if our trailing twelve month consolidated EBITDA is greater than or equal to $850.0 million, then no minimum liquidity amount is required. As of September 30, 2012 we were in compliance with all

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covenants of the Term Loan.

Solar Energy System Debt, Financings and Capital Leaseback Obligations

Our solar energy systems for which we have short-term and long-term debt, capital leaseback and finance obligations are included in separate legal entities. Of this total debt outstanding, $1,504.6 million relates to project specific non-recourse financing that is backed by solar energy system operating assets. This debt has recourse to those separate legal entities but no recourse to MEMC or our SunEdison subsidiary under the terms of the applicable agreements. The recourse finance obligations are fully collateralized by the related solar energy system assets. These obligations may also include limited guarantees by MEMC or SunEdison related to operations, maintenance and certain indemnities.

Short–term Debt

On September 30, 2011, SunEdison amended and restated its non-recourse project construction financing revolver, which has a term of three years, to increase its borrowing capacity from $50.0 million to $300.0 million. On April 12, 2012, SunEdison amended and restated this non-recourse project construction financing revolver. The amendment to this facility resulted in our overall borrowing capacity being reduced from $300.0 million to $154.0 million and added another bank to the lender syndication. 

On June 28, 2012, SunEdison amended and restated this non-recourse project construction financing revolver to make certain changes to the revolver and remove one of the lending banks. This amendment to the facility resulted in our overall capacity being reduced from $154.0 million to $110.0 million. On September 11, 2012, SunEdison further expanded the overall capacity of the facility by $40.0 million to bring the total borrowing capacity to $150.0 million.

Under the terms of the June 28, 2012 amendment, if our Corporate Family or Corporate Credit Rating for Moody's Investors Service ("Moody's") falls below "B1" or our Standard and Poor ("S&P") rating falls below "B+", we will be required to post, at our election, a letter of credit or surety bond equal to 15.0% of the total outstanding balance in order to continue to make additional borrowings under this facility. As of September 30, 2012, our ratings were "B3" and "BB" for Moody's and S&P respectively. Because our Corporate Family Rating for Moody's was below "B1", a letter of credit equal to 15.0% of the $46.7 million outstanding balances was posted as of September 30, 2012. Additionally, $3.9 million of deferred financing fees were charged to interest expense during the three month period ended June 30, 2012, a result of the amendments made to our non-recourse project construction financing revolver. No similar charges were incurred in the comparable period of 2011.

Interest on borrowings under the construction financing revolver are based, at our election, on LIBOR plus an applicable margin (currently 3.50%) or at a defined prime rate plus an applicable margin (currently 2.50%). The construction financing revolver also requires SunEdison to pay various fees, including a commitment fee (currently 1.10%) on the unused portion of the facility. The construction financing revolver will be used to support the construction costs of utility and rooftop solar energy systems throughout the U.S. and Canada. The construction loans are non-recourse debt to entities outside of the project company legal entities that subscribe to the debt and will be secured by a pledge of the collateral, including the project contracts and equipment. The outstanding borrowings are typically repaid shortly after completion of the construction of the solar energy systems in accordance with the terms of the construction financing revolver, which repayments typically occur over the following three to six months. This revolver also includes a customary material adverse effect clause whereby a breach may disallow a future draw but not acceleration of payment. This revolver also includes a cross default clause which provides, among other lender rights, the right to restrict future loans as well as the right to accelerate principal and interest payments. Because this is non-recourse financing, covenants relate specifically to the collateral amounts and transfer of right restrictions. As of September 30, 2012 and December 31, 2011, there was $46.7 million and $77.2 million, respectively, outstanding on this construction revolver.

In the event additional construction debt is needed and the remainder of the original capacity is not renewed or replaced, we have the ability to draw upon the available capacity of our revolving credit facility (discussed below). In the event we cannot renew, replace or backfill the remainder of the original capacity with other financing or have adequate net working capital, such inability to fund future projects may have an adverse impact on our business growth plans, financial position and results of operations.

System Construction and Term Debt

SunEdison typically finances its solar energy system projects through project entity specific debt secured by the project entity's assets (mainly the solar energy system) which has no recourse to MEMC or SunEdison. Typically, these financing

14

arrangements provide for a construction loan, which upon completion will be converted into a term loan, and generally do not restrict the future sale of the project entity to a third party buyer.

As of September 30, 2012, SunEdison had total solar energy system construction and term debt outstanding of $286.3 million.Of this amount, $200.2 million relates to variable rate debt with interest rates that are tied to either the London Interbank Offered Rate, Euro Interbank Offer Rate, Canadian Dollar Offer Rate or the Prime rate. The variable interest rates have primarily been hedged by our outstanding interest rate swaps as discussed in Note 8. The interest rates on the remaining construction and term debt range from 3.0% to 12.0%. The maturities range from 2012 to 2033 and these facilities are collateralized by the related solar energy system assets with an aggregate carrying amount of $81.1 million.

During the second quarter of 2012, we violated covenants of two non-recourse solar energy system loans totaling $25.3 million as a result of the devaluation of the local currency (Indian Rupee). On September 28, 2012, we obtained a waiver from the lender for the covenant violation, which has a grace period until November 20, 2013. During the grace period, the debt will be classified as short-term debt.  We make no assurance that the covenants will be met after the grace period. The solar energy systems for these two project companies collateralize the loans and there is no recourse outside of the project companies.

Capital Leaseback Obligations

We are party to master lease agreements that provide for the sale and simultaneous leaseback of certain solar energy systems constructed by us. As of September 30, 2012, SunEdison had $100.2 million of capital lease obligations outstanding. Generally, this classification occurs when the term of the lease is greater than 75.0% of the estimated economic life of the solar energy system and the transaction is not subject to real estate accounting. The terms of the leases are typically 25 years, with certain leases providing terms as low as 10 years and providing for early buyout options. The specified rental payments are based on projected cash flows that the solar energy system will generate. Since the SunEdison acquisition on November 20, 2009, SunEdison has not entered into any arrangements that have resulted in accounting for the sale-leaseback as a capital lease.

Financing Leaseback Obligations

In certain transactions, we account for the proceeds of sale-leasebacks as financings, which are typically secured by the solar energy system assets and its future cash flows from energy sales, but without recourse to MEMC or SunEdison under the terms of the arrangement. The structure of the repayment terms under the lease typically results in negative amortization throughout the financing period, and we therefore recognize the lease payments as interest expense. The balance outstanding for sale-leaseback transactions recorded as financings as of September 30, 2012 is $999.6 million, which includes the transactions discussed below. The maturities range from 2021 to 2037 and are collateralized by the related solar energy system assets with a carrying amount of $985.0 million.

On March 31, 2011, one of SunEdison's project subsidiaries executed a master lease agreement with a U.S. financial institution which provides for the sale and simultaneous leaseback of certain solar energy systems constructed by SunEdison. The total capacity under this agreement is $120.0 million, of which $68.0 million is outstanding and $52.0 million is available as of September 30, 2012. The specified rental payments will be based on projected cash flows that the solar energy systems will generate.

On September 24, 2012, one of SunEdison's project subsidiaries executed a master lease agreement with a U.S. financial institution which provides for the sale and simultaneous leaseback of certain solar energy systems constructed by SunEdison. The total capacity under this agreement is $52.5 million, of which $6.5 million is outstanding and $46.0 million is available as of September 30, 2012. The specified rental payments will be based on projected cash flows that the solar energy systems will generate.

Other System Financing Transactions

Other system financing transactions represent the cash proceeds that SunEdison received in connection with an executed solar energy system sales contract that has not met the sales recognition requirements under real estate accounting and has been accounted for as a financing. Included in other system financing is $17.2 million of proceeds collected under three separate solar energy system sales agreements with the buyer that provides the buyer with a put option that could become an obligation in the event that we are unable to fulfill certain performance warranties set to expire during 2015. The remaining portion of other system financings of $90.3 million relates to cash proceeds received in connection with separate solar energy system sales contracts for which SunEdison has substantial continuing involvement. There are no principal or interest payments associated with these transactions.

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Other Facilities

Revolving Credit Facility

Our corporate revolving credit facility with Bank of America, N.A. is an aggregate principal amount of $400.0 million (the “Credit Facility”).

On February 28, 2012, we amended our Credit Facility to reduce our expected minimum liquidity covenant of $500.0 million to $450.0 million and $350.0 million for the first and second quarters of 2012, respectively. We also revised the pricing grid for the applicable rate that we will pay for letters of credit and drawings under the facility by an increase of 25 basis points until September 30, 2012.

On May 8, 2012, we further amended our Credit Facility to allow for a consolidated leverage ratio of not greater than 3.00 to 1.00 for the second and third quarters of 2012 and to set our minimum liquidity covenant at $400.0 million for the third quarter of 2012. In the fourth quarter of 2012, our consolidated leverage ratio covenant will revert back to 2.50 to 1.00, and our minimum liquidity covenant under this facility will require a minimum liquidity amount based on our trailing twelve month consolidated EBITDA. Our minimum liquidity covenant amount will be $500.0 million in the event our trailing twelve month consolidated EBITDA is less than $400.0 million. In the event the trailing twelve month consolidated EBITDA is greater than or equal to $400.0 million and less than $600.0 million, our minimum liquidity amount will be $400.0 million. In the event it is greater than or equal to $600.0 million and less than $850.0 million, our minimum liquidity will be $300.0 million. Finally, if our trailing twelve month consolidated EBITDA is greater than or equal to $850.0 million, then no minimum liquidity amount is required. The interest rates on borrowings under the Credit Facility were also amended to the eurocurrency rate plus 3.75% and the base rate plus 2.75%, as applicable. The Credit Facility was also amended to permit us to incur up to $250.0 million of convertible or subordinated unsecured indebtedness, subject to compliance with certain conditions.

In order to accommodate the Term Loan, the Credit Facility was amended on September 28, 2012. We incurred $2.0 million in debt issuance costs, which is amortized into the condensed consolidated statement of operations and comprehensive (loss) income over the remaining term of the Credit Facility. There were no changes to the maximum capacity or stated interest rate as part of the amendment, although the Credit Facility lenders and Term Loan lenders entered into a customary intercreditor agreement.

The Credit Facility has a term of three years. Our obligations under the facility are guaranteed by certain domestic subsidiaries of MEMC. Our obligations and the guaranty obligations of the subsidiaries are secured by liens on and security interests in substantially all present and future assets of MEMC and the subsidiary guarantors, including a pledge of the capital stock of certain domestic and foreign subsidiaries of MEMC.

Interest under the Credit Facility will accrue, depending on the type of borrowing, at the base rate (in the case of base rate loans and swing line loans) or the eurocurrency rate (in the case of eurocurrency rate loans), plus, in each case, an applicable rate that varies from (currently 3.75%) for the eurocurrency rate to (currently 2.75%) for the base rate, depending on our consolidated leverage ratio. Interest is due and payable in arrears at the end of each interest period (no less than quarterly) and on the maturity date of the Credit Facility. Principal is due on the maturity date. Commitment fees of 0.50% are payable quarterly on the unused portion of the aggregate commitment of $400.0 million. Letter of credit fees are payable quarterly on the daily amount available to be drawn under a letter of credit at an applicable rate that varies (currently 2.75%), depending on our consolidated leverage ratio.

The Credit Facility contains representations, covenants and events of default typical for credit arrangements of comparable size, including maintaining a consolidated leverage ratio and a variable minimum liquidity amount.  The Credit Facility also contains a customary material adverse effects clause and a cross default clause. The cross default clause is applicable to defaults on other indebtedness in excess of $35.0 million, excluding our non-recourse indebtedness. Our liquidity position was in excess of the minimum liquidity amount by $480.3 million and our consolidated leverage ratio was 2.4 at September 30, 2012.

As of September 30, 2012 and December 31, 2011, we had no borrowings outstanding under this facility, although we had approximately $129.5 million and $173.0 million, respectively, of outstanding third party letters of credit backed by this facility at such date, which reduces the available capacity. Therefore, funds available under this facility were $270.5 million and $227.0 million as of September 30, 2012 and December 31, 2011, respectively. We were in compliance with all covenants under this facility at September 30, 2012.

Other Financing Commitments

We have short-term committed financing arrangements of approximately $35.1 million at September 30, 2012, of which there

16

were no short-term borrowings outstanding as of September 30, 2012. Of this amount, $7.4 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.

During the three month periods ended September 30, 2012 and 2011, we capitalized $4.3 million and $6.0 million of interest, respectively. During the nine month periods ended September 30, 2012 and 2011, we capitalized $15.7 million and $11.5 million of interest, respectively.

(8) Derivatives and Hedging Instruments

MEMC’s derivatives and hedging activities consist of:

		Assets (Liabilities or Equity) Fair Value
In millions	Balance Sheet Location	As of September 30, 2012			As of December 31, 2011
Derivatives designated as hedging:
Interest rate swaps	Accrued liabilities	$	(5.4	)	$	(4.5	)
Interest rate swaps	Accumulated other comprehensive loss	$	(4.7	)	$	(3.9	)
Derivatives not designated as hedging:
Suntech warrant	Other assets	$	0.1		$	0.5
Interest rate swaps	Accrued liabilities	$	—		$	(1.1	)
Currency forward contracts	Prepaid and other current assets	$	10.4		$	3.0
Currency forward contracts	Accrued liabilities	$	(1.0	)	$	(1.8	)

		(Gains) Losses
		Three Months Ended September 30,					Nine Months Ended September 30,
In millions	Statement of Operations and Comprehensive (Loss) Income Location	2012			2011		2012			2011
Derivatives not designated as hedging:
Suntech warrant	Other, net	$	0.2		$	4.3	$	0.4		$	4.6
Currency forward contracts	Other, net	$	(7.6	)	$	6.8	$	(6.4	)	$	(3.4	)

To mitigate financial market risks of foreign currency exchange rates, we utilize currency forward contracts. 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 our net exposure. 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. As of September 30, 2012 and December 31, 2011, these currency forward contracts had aggregate notional amounts of $398.7 million and $293.2 million, respectively.

We are party to interest rate swap instruments with notional amounts totaling approximately $41.6 million and $41.3 million at September 30, 2012 and December 31, 2011, respectively, 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 interest rate swap agreements, we pay the fixed rate and the financial institution to the agreements pays us a floating interest rate. The amount recorded to the condensed consolidated balance sheet, as provided in the table above, represents the fair value of the net amount that we would settle on the balance sheet date if the agreements were transferred to other third parties or canceled by us. The effective portion of these hedges during the three and nine month periods ended September 30, 2012 and 2011 was recorded to accumulated other comprehensive loss. No ineffectiveness was recognized during the three month period ending September 30, 2011, however ineffectiveness of $0.7 million was recognized during the nine month period ended September 30, 2011. No such ineffectiveness was recognized in 2012.

(9) Fair Value Measurements

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The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the accompanying condensed consolidated balance sheets:

	As of September 30, 2012											As of December 31, 2011
Assets (liabilities), in millions	Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3			Total
Available-for-sale investments	$	—	$	14.7		$	—		$	14.7		$	—	$	16.2		$	—		$	16.2
Suntech warrant	—		—			0.1			0.1			—		—			0.5			0.5
Interest rate swaps	—		(5.4		)	—			(5.4		)	—		(5.6		)	—			(5.6		)
Currency forward contracts	9.4		—			—			9.4			1.2		—			—			1.2
Contingent consideration related to acquisitions	—		—			(35.0		)	(35.0		)	—		—			(90.8		)	(90.8		)
Total	$	9.4	$	9.3		$	(34.9	)	$	(16.2	)	$	1.2	$	10.6		$	(90.3	)	$	(78.5	)

There were no transfers into or out of Level 1, Level 2 or Level 3 financial instruments during the three and nine month periods ended September 30, 2012.

The following table summarizes changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2011 and September 30, 2012:

In millions	Suntech Warrant			Contingent Consideration Related to Acquisitions			Other Derivatives		Total
Balance at December 31, 2010	$	5.2		$	(26.2	)	$	1.6	$	(19.4	)
Total unrealized gains (losses) included in earnings (1)	(4.6		)	12.0			—		7.4
Acquisitions, sales, redemptions and payments	—			(104.6		)			(104.6		)
Balance at September 30, 2011	$	0.6		$	(118.8	)	$	1.6	$	(116.6	)
Balance at December 31, 2011	$	0.5		$	(90.8	)	$	—	$	(90.3	)
Total unrealized losses included in earnings (1)	(0.4		)	(11.5		)	—		(11.9		)
Payments	—			67.3			—		67.3
Balance at September 30, 2012	$	0.1		$	(35.0	)	$	—	$	(34.9	)
The amount of total losses for the nine months ended September 30, 2012 included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date	$	(0.4	)	$	(11.5	)	$	—	$	(11.9	)

__________________________

⁽¹⁾  Amounts included in earnings are recorded to non-operating expense (income) in the condensed consolidated statement of operations and comprehensive (loss) income, except for the amount included in marketing and administration for the contingent consideration related to acquisitions, for which changes to the fair value were recorded to operating income (loss) in the condensed consolidated statement of operations and comprehensive (loss) income.

The carrying amount of our outstanding short-term debt, long-term debt and capital lease obligations at September 30, 2012 and December 31, 2011 was $2,313.4 million and $1,926.8 million, respectively. The estimated fair value of that debt and capital lease obligations was $1,762.6 million and $1,333.6 million at September 30, 2012 and December 31, 2011, respectively. Fair value of our debt, excluding our $550.0 million 2019 Notes, is calculated using a discounted cash flow model with consideration for our non-performance risk. The estimated fair value of our 2019 Notes was based on a broker quotation. The estimated fair value of our solar energy system debt related to sale-leasebacks is significantly lower than the carrying value of such debt because the fair value estimate is based on the fair value of our fixed lease payments over the term of the leases. Under real estate accounting, this debt is recorded as a financing obligation, and substantially all of our lease payments are recorded as interest expense with little to no reduction in our debt balance over the term of the lease. As a result, our outstanding sale-leaseback debt obligations will generally result in a one-time gain recognition at the end of the leases for the full amount of the debt. The timing difference between expense and gain recognition will result in increased expense during the term of the leases with a significant book gain at the end of the lease.

(10)     Income (loss) Per Share

For the three month periods ended September 30, 2012 and September 30, 2011, basic and diluted income (loss) per share (“EPS”) were calculated as follows:

	Three Months Ended September 30, 2012						Three Months Ended September 30, 2011
In millions, except per share amounts	Basic			Diluted			Basic			Diluted
EPS Numerator:
Net income (loss) attributable to common stockholders	$	37.0		$	37.0		$	(94.4	)	$	(94.4	)
Adjustment of redeemable noncontrolling interest (see Note 11)	(0.9		)	(0.9		)	—			—
Adjusted net income to common stockholders	$	36.1		$	36.1		$	(94.4	)	$	(94.4	)
EPS Denominator:
Weighted-average shares outstanding	230.9			230.9			230.3			230.3
Stock options and restricted stock units	—			1.1			—			—
Total shares	230.9			232.0			230.3			230.3
Income (loss) per share	$	0.16		$	0.16		$	(0.41	)	$	(0.41	)

For the nine month periods ended September 30, 2012 and September 30, 2011, basic and diluted loss per share (“EPS”) were calculated as follows:

	Nine Months Ended September 30, 2012						Nine Months Ended September 30, 2011
In millions, except per share amounts	Basic			Diluted			Basic			Diluted
EPS Numerator:
Net loss attributable to common stockholders	$	(138.8	)	$	(138.8	)	$	(51.6	)	$	(51.6	)
Adjustment of redeemable noncontrolling interest (see Note 11)	(0.9		)	(0.9		)	—			—
Adjusted net loss to common stockholders	$	(139.7	)	$	(139.7	)	$	(51.6	)	$	(51.6	)
EPS Denominator:
Weighted-average shares outstanding	230.8			230.8			229.7			229.7
Stock options and restricted stock units	—			—			—			—
Total shares	230.8			230.8			229.7			229.7
Loss per share	$	(0.61	)	$	(0.61	)	$	(0.22	)	$	(0.22	)

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For the three month period ended September 30, 2012, 1.1 million options to purchase MEMC stock were included in the calculation of diluted EPS. For the nine month period ended September 30, 2012, all options to purchase MEMC stock and all restricted stock units were excluded from the calculation of diluted EPS because the effect was antidilutive due to the net loss incurred for that period. For the three and nine month periods ended September 30, 2011, 13.9 million and 12.5 million shares, respectively, of stock options and restricted stock units were excluded from the calculation of diluted EPS because the effect was antidilutive.

(11) Stockholders’ Equity and Redeemable Noncontrolling Interest

The following table presents the change in total stockholders' equity for the nine month period ended September 30, 2012:

In millions	MEMC Stockholders’ Equity			Noncontrolling Interest			Total Stockholders Equity			Redeemable noncontrolling interest
Balance, December 31, 2011	$	737.9		$	47.0		$	784.9		$	—
Net (loss) income	(138.8		)	1.8			(137.0		)	0.1
Adjustment of redeemable noncontrolling interest	(0.9		)	—			(0.9		)	0.9
Other comprehensive (loss) income, net of tax	(9.6		)	1.1			(8.5		)	—
Stock plans, net	(1.4		)	—			(1.4		)	—
SunEdison - distributions to partner	—			(1.2		)	(1.2		)	—
SunEdison - contributions from partner	—			6.2			6.2			10.4
Balance, September 30, 2012	$	587.2		$	54.9		$	642.1		$	11.4

Redeemable Noncontrolling Interest

Redeemable noncontrolling interests are equity interests in common stock of consolidated subsidiaries that have redemption features that are not solely within our control. These interests are classified as temporary equity and measured at the greater of estimated redemption value at the end of each reporting period or the initial carrying amount of the redeemable noncontrolling interests adjusted for cumulative earnings allocations.  Adjustments to report redeemable noncontrolling interests at estimated redemption value are determined after the attribution of net income or loss of the subsidiary and are recorded to retained earnings, or in the absence of retained earnings, additional paid-in-capital.

On June 27, 2012, we issued redeemable common stock in certain consolidated subsidiaries to a non affiliated third party representing a 15% noncontrolling interest in those consolidated subsidiaries. We received cash proceeds of $11.4 million as consideration for the redeemable stock issuance, which was initially measured and reported net of stock issuance costs of $1.0 million in the temporary equity section on the consolidated balance sheet as Redeemable Noncontrolling Interest. Under the terms of the arrangement, the noncontrolling interest holder has a contingent right to require us to repurchase the holder's 15% interest at a redemption price that does not represent fair value. The noncontrolling interest becomes redeemable at the earlier of (i) April 15, 2019 or (ii) the occurrence of certain contingent events, including those that are not solely within the control of the company. As of September 30, 2012, the noncontrolling interests are not currently redeemable, but are probable of becoming redeemable at a future date. Accordingly, we have adjusted the redeemable noncontrolling interest to its expected redemption value, resulting in a $0.9 million reduction to retained earnings as of September 30, 2012.

Stock-Based Compensation

The following table presents information regarding outstanding stock options as of September 30, 2012 and changes during the nine month period then ended with regard to stock options:

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	Shares		Weighted- Average Exercise Price		Aggregate  Intrinsic Value (in millions)		Weighted- Average Remaining Contractual Life
Outstanding at December 31, 2011	17,066,401		$	19.21
Granted	15,968,143		2.82
Exercised	—		—
Forfeited	(5,626,369	)	12.21
Expired	(5,364,924	)	30.79
Outstanding at September 30, 2012	22,043,251		$	6.31	$	4.58	9
Options exercisable at September 30, 2012	3,148,184		$	17.95	$	4.52	6

The weighted-average grant-date fair value per share of options granted was $1.18 and $6.16 for the nine month period ended September 30, 2012 and 2011, respectively.

At our May 25, 2012 annual meeting of stockholders, stockholders approved amendments to our equity incentive plans to permit a one-time stock option exchange program pursuant to which certain employees, excluding directors and executive officers, would be permitted to surrender for cancellation certain outstanding stock options with an exercise price substantially greater than our then current trading price in exchange for fewer stock options at a lower exercise price. The option exchange program commenced on July 17, 2012 and closed on August 17, 2012. The number of new stock options replacing surrendered eligible options was determined by an exchange ratio dependent on the exercise price of the original options and constructed to result in the new option value being approximately equal to the value of surrendered options. The program was designed to cause us to incur minimal incremental stock-based compensation expense in future periods. The option exchange resulted in the cancellation of 6.9 million old options and the issuance of 2.0 million new options with an award date of August 20, 2012 and a new exercise price of $2.77 per share. The cancelled options are reflected in the rollforward above as either forfeited or expired, depending on whether or not the old options were vested or not. New options issued in the exchange will vest over a two or three year period depending on whether the surrendered options were fully or partially vested. The incremental fair value created under the stock option exchange was $0.2 million, and this cost will be recognized on a straight line basis over the two or three year vesting period. The compensation cost of the original awards will continue to be expensed under the original vesting schedule.

During the three month period ended September 30, 2012, we granted 9.4 million options with a 10-year contractual term to select employees, including senior executives, excluding the chief executive officer. The options will vest in three tranches one year after MEMC stock achieves the following three price hurdles for 30 consecutive calendar days: $7.00, $10.00 and $15.00. If the individual price hurdles are not met within five years of the grant date, the options tied to that individual price hurdle will be cancelled. The grant date fair value of these awards was $11.0 million and this compensation cost will be expensed on a straight line basis consistent with the vesting schedule of each separately identified tranche. The grant date fair value was calculated for these awards using a probabilistic approach under a monte-carlo simulation taking into consideration volatility, interest rates and expected term. Because the vesting of these awards is based on stock price performance (i.e. a market condition), it is classified as an equity award. The price hurdles were not met as of September 30, 2012.

The following table presents information regarding outstanding restricted stock units as of September 30, 2012 and changes during the nine month period then ended:

	Restricted  Stock Units		Aggregate  Intrinsic Value (in millions)		Weighted- Average  Remaining Contractual Life
Outstanding at December 31, 2011	4,692,159
Granted	1,403,133
Converted	(243,441	)
Forfeited	(949,884	)
Outstanding at September 30, 2012	4,901,967		$	12.8	6

The weighted-average fair value of restricted stock units per share on the date of grant was $3.09 and $11.29 for the nine month period ended September 30, 2012 and 2011, respectively.

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Stock-based compensation expense for the three month periods ended September 30, 2012 and 2011 was $7.5 million and $6.7 million, respectively. For the nine month periods ended September 30, 2012 and 2011, stock based compensation expense was $21.9 million and $19.8 million, respectively.

(12) Income Taxes

In general, we record income tax expense (benefit) each quarter based on our best estimate as to the full year's effective tax rate. This estimated tax expense (benefit) is reported based on a pro-ration of the actual income earned in the period divided by the full year forecasted income (loss). There are certain items, however, which are given discrete period treatment, and the tax effects of those items are reported in the quarter that such event arises. Items that give rise to discrete recognition include (but are not limited to) finalizing tax authority examinations, changes in statutory tax rates and expiration of a statute of limitations.

The process for calculating income tax expense (benefit) includes estimating current taxes due and assessing temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes. The income tax benefit in the three month period ended September 30, 2012 is associated with a change in the jurisdictional earnings mix. The tax expense in the nine month period ended September 30, 2012 is primarily attributable to the recognition of a valuation allowance on tax assets arising in the current year and taxable income in lower rate jurisdictions. We regularly review our deferred tax assets for realizability, taking into consideration all available evidence, both positive and negative, including cumulative losses, projected future pre-tax and taxable income (losses), the expected timing of the reversals of existing temporary differences and tax planning strategies. During the period ended December 31, 2011, we recorded a significant non-cash valuation allowance against the deferred tax assets. The total deferred tax assets, net of valuation allowance, as of September 30, 2012 and December 31, 2011, were $94.1 million and $107.9 million, respectively. We believe that it is more likely than not, with our projections of future taxable income, that we will generate sufficient taxable income to realize the benefits of the net deferred tax assets which have not been offset by a valuation allowance at September 30, 2012.

We are subject to income taxes in the United States and numerous foreign jurisdictions. From time to time, we are subject to income tax audits in these jurisdictions. We believe that our tax return positions are fully supported, but tax authorities may challenge certain positions, which may not be fully sustained. Our income tax expense includes amounts intended to satisfy income tax assessments that may result from these challenges. Determining the income tax expense for these potential assessments and recording the related assets and liabilities requires significant judgments and estimates. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. We review our liabilities quarterly, and we may adjust such liabilities due to proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations or new case law, negotiations between tax authorities of different countries concerning our transfer prices, the resolution of entire audits, or the expiration of statutes of limitations. Adjustments, if required, are most likely to occur in the year during which major audits are closed. The total amount accrued for uncertain tax positions increased $4.6 million during the nine month period ended September 30, 2012 due to tax benefits claimed by a certain foreign subsidiary which were offset by the closure of open statutes of limitations in a different foreign jurisdiction. A majority of these exposures relate to timing differences and accordingly, the offset was primarily recorded to deferred taxes. The total reserves for uncertain tax positions as of September 30, 2012 and December 31, 2011 were $52.8 million and $48.2 million, respectively.

We plan foreign remittance amounts based on projected cash flow needs as well as the working capital and long-term investment requirements of our foreign subsidiaries and our domestic operations. Of the cash and cash equivalents at September 30, 2012, approximately $301.8 million was held by our foreign subsidiaries, a portion of which may be subject to repatriation tax effects.

We are currently under examination by the Internal Revenue Service ("IRS") for the 2008, 2009 and 2010 tax years. Additionally, due to the carryback of our 2009 net operating loss for utilization against the 2007 tax liability, the IRS has re-opened the 2007 tax year for further review. We are also under examination by certain foreign tax jurisdictions. We believe it is reasonably possible that some portions of these examinations could be completed within the next twelve months; however, the results of these examinations and any potential settlements are not estimable at this time.

(13) Variable Interest Entities ("VIEs")

Variable interest entities ("VIEs") are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders, as a group, lack one of more of the following characteristics: (a) direct or indirect ability to make decisions, (b) obligation to absorb expected losses, or (c) right to receive expected residual returns. Our SunEdison subsidiary may establish joint ventures with non-related parties to share in the risks and rewards associated with solar energy system development, which are facilitated through equity ownership of a project company. We consolidate these project companies if we maintain the power to direct the activities which most significantly impact the project

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company's performance and share significantly in the risks and rewards of the project company.

We are the primary beneficiary of four VIEs in solar energy projects that we consolidated as of September 30, 2012. The carrying amounts and classification of our consolidated VIEs' assets and liabilities included in our condensed consolidated balance sheet are as follows:

In millions	As of September 30, 2012			As of December 31,  2011
Current assets	$	7.3		$	3.6
Noncurrent assets	56.4			62.7
Total assets	$	63.7		$	66.3
Current liabilities	$	(9.1	)	$	(10.9	)
Noncurrent liabilities	(71.6		)	(57.4		)
Total liabilities	$	(80.7	)	$	(68.3	)

The amounts shown in the table above exclude intercompany balances, which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations and all of the liabilities in the table above can only be settled using VIE resources. There are no material VIEs for which we determined we were not the primary beneficiary.

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(14) Deferred Revenue

Deferred revenue consists of the following:

In millions	As of September 30, 2012		As of December 31, 2011
Deferred revenue for solar energy systems:
Short-term profit deferrals and deposits on solar energy system sales	$	142.0	$	41.4
Long-term profit deferrals and deposits on solar energy system sales	125.4		138.0
Deferred subsidy revenue	21.8		19.4
Total solar energy system deferred revenue	$	289.2	$	198.8
Non-solar energy system deferred revenue:
Short-term deferred revenue	$	—	$	0.7
Long-term deferred revenue	30.7		51.2
Total non-solar energy system deferred revenue	30.7		51.9
Total deferred revenue	$	319.9	$	250.7

On September 25, 2012, we agreed to terminate a long-term solar wafer supply agreement with Conergy AG. Under the terms of the supply agreement, we were to supply solar grade silicon wafers over a ten-year period at pre-determined pricing for certain volumes on a take-or-pay basis. Conergy had agreed to advance funds to us in the form of both refundable and non-refundable deposits pursuant to the agreement. As part of the termination agreement with Conergy, we returned $21.3 million of the deposits and collected $21.2 million under an existing letter of credit established by Conergy in our favor. We expect payment of another $5.5 million, which is secured by a letter of credit, plus interest, as it relates to the outstanding payables due to the company as of September 30, 2012. In addition, Conergy assigned to us certain operations and maintenance service agreements for solar projects in Germany, Italy and Spain or the option to receive $3.0 million in cash. This assignment is subject to our due diligence. We recognized $37.1 million as revenue at September 30, 2012 due to the fact we were relieved of our future performance obligations under the agreement. The retention of the deposit, which was previously reflected as a liability, in satisfaction of the take or pay requirement has been classified as an operating cash inflow in the statement of cash flows.

On June 30, 2011, we resolved our long-term solar wafer supply agreement with another customer. As part of this resolution we recognized revenue of $19.4 million and $168.8 million in the three and nine month periods ended September 30, 2011, respectively.

(15) Commitments and Contingencies

Purchase Obligations

We maintain long-term agreements with multiple suppliers in connection with the purchase of certain raw materials and long-term agreements with multiple subcontractors to manufacture solar wafers for us.

As part of our restructuring activities announced in the fourth quarter of 2011, we provided notice to several of our vendors with whom we had long-term supply contracts that we would no longer be fulfilling our purchase obligations. In connection with the restructuring, we recorded significant restructuring accruals associated with the estimated settlements arising from these actions based on management's best estimates of the ultimate outcome of these contract resolutions at that time.

On September 4, 2012, we executed two settlement agreements with Evonik Industries AG and Evonik Degussa SpA ("Evonik"), one of our suppliers, to settle disputes arising from our early termination of two take-or-pay supply agreements. One of the original supply agreements also included a provision for the construction and operation of a chlorosilanes plant located on our existing Merano, Italy site for our benefit. Pursuant to the settlement reached, we will pay Evonik a total of 70 million euro, of which 10 million euro was paid in the third quarter of 2012. Pursuant to the settlement reached, the balance will be paid in various installments over the next five quarters. We will also expect to obtain title to the chlorosilanes plant in the fourth quarter of 2012. The settlement required our forfeiture of a $10.2 million deposit with Evonik. As a result of this settlement, a favorable adjustment to our 2011 Global Plan accrual was made resulting in $69.2 million of income within restructuring and impairment (reversals) charges on the consolidated statement of operations and comprehensive income (loss).

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Additionally, our obtaining title to the chlorosilanes plant could have additional favorable consequences on the consolidated statement of operations and comprehensive income (loss) in the fourth quarter of 2012.

Contingent Consideration

As of September 30, 2012, contingent consideration was recorded and is outstanding on four acquisitions which closed in or before 2011. The amount accrued under these arrangements was $35.0 million as of September 30, 2012, representing the estimated fair value of these obligations. Of the $35.0 million accrual, $31.8 million is recorded as a short term liability in contingent consideration related to acquisitions and $3.2 million is recorded in other liabilities as a long-term liability. The aggregate maximum payouts which could occur under these arrangements is $80.1 million. On July 6, 2012, contingent consideration related to the acquisition of Fotowatio Renewable Ventures, Inc. ("FRV") was paid in full in the amount of $66.4 million. Any future revisions to the fair value of the contingent consideration, which could be material, will be recorded to the condensed consolidated statement of comprehensive (loss) income.

Commitments

Indemnifications

We have agreed to indemnify certain 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 September 30, 2012.

We generally warrant the operation of our solar energy systems for a period of time. Certain parts and labor warranties from our vendors can be assigned to our customers. 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 September 30, 2012. We may also indemnify our customers for tax credits associated with the systems we construct and then sell, including sale leasebacks. During the nine month period ended September 30, 2012, we have made additional payments under the terms of the sale agreements to indemnify our customers for approximately $10.0 million for shortfalls in amounts approved by the U.S. Treasury Department related to the Grant in Lieu program tax credits. We believe the potential exposure to such payments could have a significant impact on our cash flows in fourth quarter of 2012, with a maximum exposure of approximately $9.8 million.

In connection with certain contracts to sell solar energy systems directly or as sale-leasebacks, our SunEdison subsidiary has guaranteed the systems' performance for various time periods following the date of interconnection. Also, under separate operations and maintenance services agreements, SunEdison has guaranteed the uptime availability of the systems over the term of the arrangements, which may last up to 20 years. To the extent there are shortfalls in either of the guarantees, SunEdison is required to indemnify the purchaser up to the guaranteed amount through a cash payment. The maximum losses that SunEdison may be subject to for non-performance are contractually limited by the terms of each executed agreement.

Legal Proceedings

We are involved in various legal proceedings, claims, investigations, and other legal matters 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.

S.O.I.TEC Silicon on Insulator Technologies S.A. v. MEMC Electronic Materials, Inc.

On May 19, 2008, Soitec and Commissariat A L'Energie Atomique ("CEA") filed a complaint against MEMC in the U.S. District Court for the District of Delaware (Civil Action No. 08-292) alleging infringement, including willful infringement, by MEMC of three U.S. patents related to silicon-on-insulator technology, and requested damages and an injunction. Soitec and CEA filed an amended complaint on July 21, 2009, adding a fourth, related patent to the lawsuit. MEMC filed a counterclaim against Soitec for infringement of one of MEMC's U.S. patents. The Court bifurcated the case into two phases, a first liability phase, which, to the extent liability is found, will be followed by a second damages phase. In a memorandum opinion dated October 13, 2010, the Court found that all of MEMC's current products and processes do not infringe any valid claim of the four asserted Soitec patents.

The Court held a jury trial from October 25, 2010 to November 2, 2010. After the Court's October 13, 2010 ruling in favor of MEMC, the only remaining claim that Soitec continued to assert at trial was a single patent claim directed against some mono-implant research and development efforts conducted by MEMC approximately five to seven years ago, none of which have occurred since 2006, and none of which are material or relevant to the current operations at MEMC. MEMC continued to assert at trial its counterclaim for infringement of MEMC's patent. On November 2, 2010, the jury found that certain of Soitec's

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wafers infringed the patent asserted by MEMC at trial. The jury also found that one of the Soitec patent claims was valid. This single patent claim covers MEMC's mono-implant research and development efforts that ended in 2006. On July 13, 2011, the court denied all post trial motions. Soitec subsequently filed an appeal and MEMC filed a cross-appeal. The appeal is now fully briefed in the U.S. Court of Appeals for the Federal Circuit; however, the appeal has been stayed pending en banc review of a jurisdictional question unrelated to the merits of the appeal.  While it is difficult to predict the duration of the stay, it will likely extend for at least six months and could last much longer.  No further developments will occur with the case during the stay. The damages phase of this trial will likely occur after the appeal. We believe that Soitec and CEA's suit against us has no merit, and we are asserting a vigorous defense against these claims, as well as our infringement counterclaim. Although it is not possible to predict the outcome of such matters, we believe that the ultimate outcome of this proceeding will not have a material adverse effect on our financial position, cash flows or results of operations.

Jerry Jones v. MEMC Electronic Materials, Inc., et al.

On December 26, 2008, a putative class action lawsuit was filed in the U.S. District Court for the Eastern District of Missouri by plaintiff, Jerry Jones, purportedly on behalf of all participants in and beneficiaries of MEMC's 401(k) Savings Plan (the "Plan") between September 4, 2007 and December 26, 2008, inclusive. The complaint asserted claims against MEMC and certain of its directors, employees and/or other unnamed fiduciaries of the Plan. The complaint alleges that the defendants breached certain fiduciary duties owed under the Employee Retirement Income Security Act, generally asserting that the defendants failed to make full disclosure to the Plan's participants of the risks of investing in MEMC's stock and that the company's stock should not have been made available as an investment alternative in the Plan. The complaint also alleges that MEMC failed to disclose certain material facts regarding MEMC's operations and performance, which had the effect of artificially inflating MEMC's stock price.

On June 1, 2009, an amended class action complaint was filed by Mr. Jones and another purported participant of the Plan, Manuel Acosta, which raises substantially the same claims and is based on substantially the same allegations as the original complaint. However, the amended complaint changes the period of time covered by the action, purporting to be brought on behalf of beneficiaries of and/or participants in the Plan from June 13, 2008 through the present, inclusive. The amended complaint seeks unspecified monetary damages, including losses the participants and beneficiaries of the Plan allegedly experienced due to their investment through the Plan in MEMC's stock, equitable relief and an award of attorney's fees. No class has been certified and discovery has not begun. The company and the named directors and employees filed a motion to dismiss the complaint, which was fully briefed by the parties as of October 9, 2009. The parties each subsequently filed notices of supplemental authority and corresponding responses. On March 17, 2010, the court denied the motion to dismiss. The MEMC defendants filed a motion for reconsideration or, in the alternative, certification for interlocutory appeal, which was fully briefed by the parties as of June 16, 2010. The parties each subsequently filed notices of supplemental authority and corresponding responses. On October 18, 2010, the court granted the MEMC defendants' motion for reconsideration, vacated its order denying the MEMC defendants' motion to dismiss, and stated that it will revisit the issues raised in the motion to dismiss after the parties supplement their arguments relating thereto. Both parties filed briefs supplementing their arguments on November 1, 2010. On June 28, 2011, plaintiff Jerry Jones filed a notice of voluntary withdrawal from the action. On June 29, 2011, the Court entered an order withdrawing Jones as one of the plaintiffs in this action. The parties each have continued to file additional notices of supplemental authority and responses thereto. On September 27, 2012, the MEMC defendants moved for oral argument on their pending motion to dismiss; plaintiff Manuel Acosta joined in the MEMC defendants' motion for oral argument on October 9, 2012.  The Court has not ruled on this motion for oral argument. 

MEMC believes the above class action is without merit, and we will assert a vigorous defense. Due to the inherent uncertainties of litigation, we cannot predict the ultimate outcome or resolution of the foregoing class action proceedings or estimate the amounts of, or potential range of, loss with respect to these proceedings. An unfavorable outcome could have a material adverse impact on our business, results of operations and financial condition. We have indemnification agreements with each of our present and former directors and officers, under which we are generally required to indemnify each such director or officer against expenses, including attorney's fees, judgments, fines and settlements, arising from actions such as the lawsuits described above (subject to certain exceptions, as described in the indemnification agreements).

From time to time, we may conclude it is in the best interests of our stockholders, employees, vendors and customers to settle one or more litigation matters, and any such settlement could include substantial payments; however, other than as may be noted above, we have not reached this conclusion with respect to any particular matter at this time. There are a variety of factors that influence our decision to settle any particular individual matter, and the amount we may choose to pay or accept as payment to settle such matters, including the strength of our case, developments in the litigation (both expected and unexpected), the behavior of other interested parties, including non-parties to the matter, the demand on management time and the possible distraction of our employees associated with the case and/or the possibility that we may be subject to an injunction or other equitable remedy. It is difficult to predict whether a settlement is possible, the amount of an appropriate settlement or

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when is the opportune time to settle a matter in light of the numerous factors that go into the settlement decision.

(16) Reportable Segments

From January 1, 2010 until December 31, 2011, MEMC was organized by end market, with three business segments: Semiconductor Materials, Solar Materials and Solar Energy. During the fourth quarter of 2011, we initiated a large scale global restructuring plan across all of our reportable segments (see Note 2). As part of our restructuring plan, effective January 1, 2012, we consolidated our two solar business units' operations into one business unit, and since that date we have been engaged in two reportable segments, Semiconductor Materials and Solar Energy.

Our Semiconductor Materials segment includes the development, production and marketing of semiconductor wafers with a wide variety of features satisfying numerous product specifications to meet our customers’ exacting requirements, which wafers are utilized in the manufacture of semiconductor devices.

Our Solar Energy segment provides solar energy services that integrate the design, installation, financing, monitoring, operations and maintenance portions of the downstream solar market to provide a comprehensive solar energy service to our customers. Our Solar Energy segment also manufactures polysilicon, silicon wafers and solar modules principally to support our downstream solar business. While there continued to be external solar wafer sales during the nine month period ended September 30, 2012, these sales were significantly diminished from prior year sales levels and, going forward, solar wafer sales to external parties are expected to continue to decline to or remain at lower levels given our strategic shift to primarily supplying wafers for internal consumption by our SunEdison subsidiary. Additionally, our Solar Energy segment will sell solar modules to third parties in the event the opportunity aligns with our internal needs.

The Chief Operating Decision Maker ("CODM") is our Chief Executive Officer. The CODM evaluates segment performance based on segment operating profit plus interest expense. In order to determine segment operating profit, standard costs are used as the basis for raw material costs allocated between segments and any related variances are allocated based on usage of those raw materials. General corporate marketing and administration costs, substantially all of our stock-based compensation expense, legal professional services and related costs, and other items are not evaluated by segment and are included in Corporate and Other below. Because certain sites include operations, facilities and/or back office functions that are utilized to support our Semiconductor Materials and Solar Energy businesses, we do not have discrete financial information for total assets. Accordingly, the CODM does not consider total assets when analyzing segment performance. The CODM also evaluates the business on several other key operating metrics, including free cash flow.

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	Three Months Ended September 30,						Nine Months Ended September 30,
In millions	2012			2011			2012			2011
Net sales:
Semiconductor Materials	$	240.3		$	268.4		$	689.0		$	795.2
Solar Energy	361.3			247.8			1,240.2			1,202.5
Consolidated net sales	$	601.6		$	516.2		$	1,929.2		$	1,997.7
Operating income (loss):
Semiconductor Materials	$	8.7		$	18.5		$	(8.1	)	$	30.3
Solar Energy	75.8			(94.9		)	70.4			18.7
Corporate and Other	(25.6		)	(27.4		)	(72.9		)	(101.3		)
Consolidated operating income (loss)	$	58.9		$	(103.8	)	$	(10.6	)	$	(52.3	)
Interest expense (income):
Semiconductor Materials	$	(0.3	)	$	(0.5	)	$	(0.8	)	$	(1.2	)
Solar Energy	14.7			8.3			60.7			21.6
Corporate and Other	13.6			12.9			40.4			30.5
Consolidated interest expense	$	28.0		$	20.7		$	100.3		$	50.9
Depreciation and amortization:
Semiconductor Materials	$	30.6		$	31.2		$	92.6		$	92.8
Solar Energy	26.5			25.9			70.5			68.9
Corporate and Other	2.0			—			5.3			—
Consolidated depreciation and amortization	$	59.1		$	57.1		$	168.4		$	161.7
Capital expenditures:
Semiconductor Materials	$	14.6		$	36.0		$	55.6		$	120.7
Solar Energy (1)	44.9			288.1			231.3			735.9
Corporate and Other	—			1.7			6.6			4.0
Consolidated capital expenditures	$	59.5		$	325.8		$	293.5		$	860.6

__________________________

(1) Includes construction of solar energy systems of $35.5 million and $243.5 million in the three month periods ended September 30, 2012 and September 30, 2011, respectively, and construction of solar energy systems of $193.2 million and $470.2 million in the nine month periods ended September 30, 2012 and September 30, 2011, respectively.

Semiconductor Materials

During the nine month period ended September 30, 2012, we recorded income of $4.0 million for an insurance claim to recover a portion of our losses related to the disruption in production at our semiconductor wafer production facility in Utsunomiya, Japan as a result of the Japan earthquake in March 2011. The full amount was recorded during the three month period ended March 31, 2012.

Due to the earthquake in Japan on March 11, 2011, our semiconductor wafer production in Japan was suspended from that time through April 12, 2011. Due to the unplanned downtime and damages to the plant, we recorded $15.8 million as period charges to cost of goods sold in the nine months ended September 30, 2011, for the under absorption of costs, inventory adjustments and asset impairment charges. We had no similar adjustments during the nine month period ended September 30, 2012.

Solar Energy

On September 25, 2012, we entered into a termination agreement with Conergy, terminating our solar wafer supply agreement, dated October 25, 2007 and recognized $37.1 million of revenue related to that termination in the three month period ended September 30, 2012. See Note 14 above.

During the three and nine month periods ended September 30, 2011, there was $19.4 million and $168.8 million, respectively, of revenue, recognized in the Solar Energy segment in connection with the resolution of our long-term solar wafer supply agreement with a customer.

27

We incurred tangible asset impairment charges of $14.2 million and $17.3 million on solar wafering assets during the three and nine month periods ended September 30, 2012, respectively. It was determined that the related assets had no future service potential.

Additionally, the Solar Energy segment charged $15.0 million during the three month period ended September 30, 2011 to cost of goods sold related to the estimated probable shortfall to our purchase obligations associated with take-or-pay agreements we had with suppliers for raw materials. No similar amounts were recorded in this period in 2012.

On September 4, 2012 we settled disputes with Evonik arising from our early termination of two supply agreements. As part of this settlement, we recognized $69.2 million of operating income in the three month period ended September 30, 2012. See Note 15, above.

Corporate and Other

Approximately $13.1 million of net expenses were recorded in Corporate and Other related to legal cases during the three month period ended March 31, 2011. Because the business decision that resulted in this litigation affected multiple segments, these expenses were recorded to Corporate and Other. There were no similar expenses in 2012.

28

(17) Unaudited Condensed Consolidating Financial Information

On March 10, 2011, we issued $550.0 million of 7.75% Senior Notes due April 1, 2019. The 2019 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain wholly owned domestic subsidiaries of the company (the “ Guarantor Subsidiaries”). The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the required unaudited condensed consolidating financial information.

29

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Three Months Ended September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	189.7		$	375.9		$	667.2		$	(631.2	)	$	601.6
Cost of goods sold	204.1			410.9			577.2			(677.5		)	514.7
Gross margin	(14.4		)	(35.0		)	90.0			46.3			86.9
Operating expenses:
Marketing and administration	26.3			14.3			28.3			—			68.9
Research and development	11.9			3.7			1.8			—			17.4
Restructuring and impairment (reversals) charges	16.2			(1.1		)	(73.4		)	—			(58.3		)
Operating (loss) income	(68.8		)	(51.9		)	133.3			46.3			58.9
Non-operating expense:
Interest expense	12.4			—			15.6			—			28.0
Interest income	—			—			(0.9		)	—			(0.9		)
Other, net	(11.0		)	17.7			(10.8		)	1.7			(2.4		)
Total non-operating expense	1.4			17.7			3.9			1.7			24.7
(Loss) income before income taxes, equity in earnings of joint ventures and investment in subsidiary earnings	(70.2		)	(69.6		)	129.4			44.6			34.2
Income tax (benefit) expense	(22.2		)	(4.6		)	24.8			(1.3		)	(3.3		)
(Loss) income before equity in loss of joint ventures and investment income (loss) in subsidiary	(48.0		)	(65.0		)	104.6			45.9			37.5
Investment in subsidiary earnings	85.0			80.6			—			(165.6		)	—
Equity in earnings of joint ventures, net of tax	—			—			0.9			—			0.9
Net income	37.0			15.6			105.5			(119.7		)	38.4
Net income attributable to noncontrolling interests	—			(0.4		)	(1.0		)	—			(1.4		)
Net income attributable to MEMC stockholders	$	37.0		$	15.2		$	104.5		$	(119.7	)	$	37.0
Comprehensive Income	$	37.2		$	15.7		$	115.4		$	(119.7	)	$	48.6
Less: comprehensive income attributable to noncontrolling interests	—			—			2.5			—			2.5
Comprehensive income attributable to MEMC stockholders	$	37.2		$	15.7		$	112.9		$	(119.7	)	$	46.1

30

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Three Months Ended September 30, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	241.0		$	258.5		$	864.8		$	(848.1	)	$	516.2
Cost of goods sold	258.2			217.6			779.1			(797.3		)	457.6
Gross margin	(17.2		)	40.9			85.7			(50.8		)	58.6
Operating expenses:
Marketing and administration	30.4			21.2			32.2			—			83.8
Research and development	15.2			3.0			4.1			—			22.3
Restructuring and impairment (reversals) charges	0.6			56.4			(0.7		)	—			56.3
Operating (loss) income	(63.4		)	(39.7		)	50.1			(50.8		)	(103.8		)
Non-operating (income) expense:
Interest expense	11.2			(2.7		)	15.8			(3.6		)	20.7
Interest income	(0.1		)	—			(4.8		)	3.6			(1.3		)
Decline in fair value of warrant	—			—			—			—			—
Other, net	(14.5		)	(11.0		)	20.5			18.4			13.4
Total non-operating (income) expense	(3.4		)	(13.7		)	31.5			18.4			32.8
(Loss) income before income taxes, equity in earnings of joint ventures and investment in subsidiary loss	(60.0		)	(26.0		)	18.6			(69.2		)	(136.6		)
Income tax (benefit) expense	(40.6		)	(8.2		)	7.4			(1.8		)	(43.2		)
(Loss) income before equity in earnings of joint ventures and investment in subsidiary loss	(19.4		)	(17.8		)	11.2			(67.4		)	(93.4		)
Investment in subsidiary loss	(75.1		)	(38.3		)	—			113.4			—
Equity in earnings of joint ventures, net of tax	0.1			—			1.1			—			1.2
Net (loss) income	(94.4		)	(56.1		)	12.3			46.0			(92.2		)
Net income attributable to noncontrolling interests	—			(0.1		)	(2.1		)	—			(2.2		)
Net (loss) income attributable to MEMC stockholders	$	(94.4	)	$	(56.2	)	$	10.2		$	46.0		$	(94.4	)
Comprehensive loss	$	(94.4	)	$	(56.1	)	$	(35.2	)	$	46.0		$	(139.7	)
Less: comprehensive loss attributable to noncontrolling interests	—			—			(1.0		)	—			(1.0		)
Comprehensive loss attributable to MEMC stockholders	$	(94.4	)	$	(56.1	)	$	(34.2	)	$	46.0		$	(138.7	)

31

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Nine Months Ended September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	545.1		$	705.5		$	2,288.7		$	(1,610.1	)	$	1,929.2
Cost of goods sold	586.2			741.3			2,020.0			(1,645.7		)	1,701.8
Gross margin	(41.1		)	(35.8		)	268.7			35.6			227.4
Operating expenses (income):
Marketing and administration	87.6			66.8			84.8			—			239.2
Research and development	37.5			11.3			7.0			—			55.8
Restructuring and impairment (reversals) charges	15.4			2.9			(71.3		)	—			(53.0		)
Insurance recovery	—			—			(4.0		)	—			(4.0		)
Operating (loss) income	(181.6		)	(116.8		)	252.2			35.6			(10.6		)
Non-operating (income) expense:
Interest expense	35.8			6.1			58.4			—			100.3
Interest income	(0.1		)	—			(2.7		)	—			(2.8		)
Other, net	(39.4		)	17.1			14.6			7.8			0.1
Total non-operating (income) expense	(3.7		)	23.2			70.3			7.8			97.6
(Loss) income before income taxes, equity in loss of joint ventures and investment in subsidiary (loss) earnings	(177.9		)	(140.0		)	181.9			27.8			(108.2		)
Income tax (benefit) expense	(68.9		)	60.9			35.9			—			27.9
(Loss) income before equity in loss of joint ventures and investment in subsidiary (loss) earnings	(109.0		)	(200.9		)	146.0			27.8			(136.1		)
Investment in subsidiary (loss) earnings	(29.8		)	6.9			—			22.9			—
Equity in loss of joint ventures, net of tax	—			—			(0.9		)	—			(0.9		)
Net (loss) income	(138.8		)	(194.0		)	145.1			50.7			(137.0		)
Net loss attributable to noncontrolling interests	—			(0.8		)	(1.0		)	—			(1.8		)
Net (loss) income attributable to MEMC stockholders	$	(138.8	)	$	(194.8	)	$	144.1		$	50.7		$	(138.8	)
Comprehensive (loss) income	$	(137.2	)	$	(194.0	)	$	135.0		$	50.7		$	(145.5	)
Less: comprehensive income attributable to noncontrolling interests	—			—			2.8			—			2.8
Comprehensive (loss) income attributable to MEMC stockholders	$	(137.2	)	$	(194.0	)	$	132.2		$	50.7		$	(148.3	)

32

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Nine Months Ended September 30, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	681.4		$	510.7		$	2,812.4		$	(2,006.8	)	$	1,997.7
Cost of goods sold	710.5			462.2			2,406.1			(1,934.8		)	1,644.0
Gross margin	(29.1		)	48.5			406.3			(72.0		)	353.7
Operating expenses:
Marketing and administration	112.2			64.2			94.4			—			270.8
Research and development	46.0			7.2			11.9			—			65.1
Restructuring and impairment (reversals) charges	7.3			56.8			6.0			—			70.1
Operating (loss) income	(194.6		)	(79.7		)	294.0			(72.0		)	(52.3		)
Non-operating (income) expense:
Interest expense	25.5			(2.1		)	31.8			(4.3		)	50.9
Interest income	(0.3		)	(0.4		)	(6.7		)	4.3			(3.1		)
Decline in fair value of warrant	—			—			—			—			—
Other, net	(37.2		)	(12.3		)	20.6			25.0			(3.9		)
Total non-operating (income) expense	(12.0		)	(14.8		)	45.7			25.0			43.9
(Loss) income before income taxes, equity in earnings of joint ventures and investment in subsidiary earnings	(182.6		)	(64.9		)	248.3			(97.0		)	(96.2		)
Income tax (benefit) expense	(85.3		)	(7.3		)	38.7			(2.7		)	(56.6		)
(Loss) income before equity in earnings of joint ventures and investment in subsidiary earnings	(97.3		)	(57.6		)	209.6			(94.3		)	(39.6		)
Investment in subsidiary earnings	45.7			74.1			—			(119.8		)	—
Equity in earnings of joint ventures, net of tax	—			—			4.5			—			4.5
Net (loss) income	(51.6		)	16.5			214.1			(214.1		)	(35.1		)
Net income attributable to noncontrolling interests	—			—			(16.5		)	—			(16.5		)
Net (loss) income attributable to MEMC stockholders	$	(51.6	)	$	16.5		$	197.6		$	(214.1	)	$	(51.6	)
Comprehensive (loss) income	$	(51.8	)	$	16.5		$	211.8		$	(214.1	)	$	(37.6	)
Less: comprehensive income attributable to noncontrolling interests	—			—			17.6			—			17.6
Comprehensive (loss) income attributable to MEMC stockholders	$	(51.8	)	$	16.5		$	194.2		$	(214.1	)	$	(55.2	)

33

Unaudited Condensed Consolidating Balance Sheet

September 30, 2012

(In millions)

	MEMC, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	224.5	$	75.7		$	309.6	$	—		$	609.8
Restricted cash	—		0.6			83.6		—			84.2
Accounts receivable, net	64.5		27.4			160.1		—			252.0
Inventories	19.8		35.7			223.8		(33.2		)	246.1
Solar energy systems held for development and sale	—		2.7			98.8		144.5			246.0
Prepaid and other current assets	3.5		10.4			194.7		(7.4		)	201.2
Total current assets	312.3		152.5			1,070.6		103.9			1,639.3
Investments	3.3		20.5			24.6		—			48.4
Investments in subsidiaries	325.3		9.5			—		(334.8		)	—
Property, plant and equipment, net:
Non-solar energy systems, net	56.7		299.6			885.4		(61.1		)	1,180.6
Solar energy systems, net	—		3.1			1,396.6		(134.8		)	1,264.9
Deferred tax assets, net	25.0		(21.4		)	27.3		—			30.9
Restricted cash	—		1.7			44.8		—			46.5
Other assets	30.9		47.6			265.6		—			344.1
Intangible assets, net	—		135.5			2.8		—			138.3
Total assets	$	753.5	$	648.6		$	3,717.7	$	(426.8	)	$	4,693.0

34

Unaudited Condensed Consolidating Balance Sheet

September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	3.7		$	—		$	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations	—			0.5			142.8			—			143.3
Accounts payable	14.3			74.1			375.5			—			463.9
Accrued liabilities	(16.8		)	86.2			296.4			—			365.8
Contingent consideration related to acquisitions	—			31.8			—			—			31.8
Deferred revenue for solar energy systems	—			26.4			115.6			—			142.0
Customer and other deposits	11.2			0.4			45.9			—			57.5
Intercompany (receivable) payable and short term notes	(641.7		)	738.6			(96.9		)	—			—
Total current liabilities	(633.0		)	958.0			883.0			—			1,208.0
Long-term debt, less current portion	746.0			—			15.8			—			761.8
Long-term solar energy system financing and capital lease obligations, less current portion	—			9.9			1,394.7			—			1,404.6
Pension and post-employment liabilities	41.8			—			30.6			—			72.4
Customer and other deposits	85.4			—			122.8			—			208.2
Deferred revenue for solar energy systems	—			48.1			99.1			—			147.2
Non-solar energy system deferred revenue	—			—			30.7			—			30.7
Long-term intercompany notes (receivable) payable	(127.3		)	(20.6		)	147.9			—			—
Other liabilities	53.4			13.5			139.7			—			206.6
Total liabilities	166.3			1,008.9			2,864.3			—			4,039.5
Nonredeemable noncontrolling interests	—			—			11.4			—			11.4
Total MEMC stockholders’ equity	587.2			(360.3		)	787.1			(426.8		)	587.2
Noncontrolling interests	—			—			54.9			—			54.9
Total stockholders’ equity	587.2			(360.3		)	842.0			(426.8		)	642.1
Total liabilities and stockholders’ equity	$	753.5		$	648.6		$	3,717.7		$	(426.8	)	$	4,693.0

35

Unaudited Condensed Consolidating Balance Sheet

December 31, 2011

(In millions)

	MEMC, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	228.9	$	58.3		$	298.6	$	—		$	585.8
Restricted cash	—		—			125.2		—			125.2
Accounts receivable, net	65.3		42.5			95.1		—			202.9
Inventories	33.8		68.5			271.0		(51.5		)	321.8
Solar energy systems held for development and sale	—		4.1			373.0		(4.1		)	373.0
Prepaid and other current assets	34.6		36.9			205.7		—			277.2
Total current assets	362.6		210.3			1,368.6		(55.6		)	1,885.9
Investments	3.3		24.4			26.8		—			54.5
Investments in subsidiaries	269.8		(51.6		)	—		(218.2		)	—
Property, plant and equipment, net:
Non-solar energy systems, net	72.3		315.5			916.4		(50.5		)	1,253.7
Solar energy systems, net	—		1.6			1,098.9		38.9			1,139.4
Deferred tax assets, net	36.3		(20.4		)	28.9		—			44.8
Restricted cash	—		0.2			37.3		—			37.5
Other assets	24.7		45.9			246.0		—			316.6
Intangible assets, net	—		145.2			4.0		—			149.2
Total assets	$	769.0	$	671.1		$	3,726.9	$	(285.4	)	$	4,881.6

36

Unaudited Condensed Consolidating Balance Sheet

December 31, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	3.7		$	—		$	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations	—			0.3			143.9			—			144.2
Accounts payable	20.0			82.0			592.6			—			694.6
Accrued liabilities	(9.6		)	104.6			314.0			—			409.0
Contingent consideration related to acquisitions	—			71.6			—			—			71.6
Deferred revenue for solar energy systems	—			12.0			29.4			—			41.4
Customer and other deposits	30.1			0.4			41.9			—			72.4
Intercompany (receivable) payable and short-term notes	(605.7		)	619.9			(14.2		)	—			—
Total current liabilities	(565.2		)	890.8			1,111.3			—			1,436.9
Long-term debt, less current portion	550.0			—			17.7			—			567.7
Long-term solar energy system financing and capital lease obligations, less current portion	—			2.3			1,208.9			—			1,211.2
Pension and post-employment liabilities	40.5			—			28.9			—			69.4
Customer and other deposits	82.0			—			194.8			—			276.8
Deferred revenue for solar energy systems	—			27.0			130.4			—			157.4
Non-solar energy system deferred revenue	—			—			51.2			—			51.2
Long-term intercompany notes (receivable) payable	(127.1		)	(16.4		)	143.5			—			—
Other liabilities	50.9			23.4			251.8			—			326.1
Total liabilities	31.1			927.1			3,138.5			—			4,096.7
Total MEMC stockholders’ equity	737.9			(256.6		)	542.0			(285.4		)	737.9
Noncontrolling interests	—			0.6			46.4			—			47.0
Total stockholders’ equity	737.9			(256.0		)	588.4			(285.4		)	784.9
Total liabilities and stockholders’ equity	$	769.0		$	671.1		$	3,726.9		$	(285.4	)	$	4,881.6

37

Unaudited Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(100.2	)	$	28.9		$	(152.5	)	$	(59.6	)	$	(283.4	)
Cash flows from investing activities:
Capital expenditures	(14.7		)	(16.3		)	(69.3		)	—			(100.3		)
Construction of solar energy systems	—			—			(243.3		)	50.1			(193.2		)
Purchases of cost and equity method investments	(3.8		)	—			(31.4		)	—			(35.2		)
Proceeds from (used in) equity method investments	7.2			—			(4.2		)	—			3.0
Change in restricted cash	—			(2.1		)	0.8			—			(1.3		)
Receipts to vendors for deposits and loans	—			—			4.8			—			4.8
Equity infusions or investments in subsidiaries	(44.0		)	(6.7		)	50.7			—			—
Other	1.9			—			(11.5		)	9.5			(0.1		)
Net cash used in investing activities	(53.4		)	(25.1		)	(303.4		)	59.6			(322.3		)
Cash flows from financing activities:
Cash paid for contingent consideration for acquisitions	—			(3.8		)	(54.2		)	—			(58.0		)
Proceeds from solar energy system financing and capital lease obligations	—			8.4			711.9			—			720.3
Repayments of solar energy system financing and capital lease obligations	—			(0.5		)	(183.5		)	—			(184.0		)
Net repayments of customer deposits related to long-term supply agreements	—			—			(23.6		)	—			(23.6		)
Principal payments on long term debt	—			—			(1.8		)	—			(1.8		)
Common stock issued and repurchased	(0.1		)	—			—			—			(0.1		)
Net proceeds from noncontrolling interests	—			—			16.4			—			16.4
(Repayment) collection of intercompany debt	(33.8		)	9.5			24.3			—			—
Second lien term loan	196.0			—			—			—			196.0
Debt financing fees	(12.7		)	—			(22.5		)	—			(35.2		)
Net cash provided by financing activities	149.4			13.6			467.0			—			630.0
Effect of exchange rate changes on cash and cash equivalents	(0.2		)	—			(0.1		)	—			(0.3		)
Net (decrease) increase in cash and cash equivalents	(4.4		)	17.4			11.0			—			24.0
Cash and cash equivalents at beginning of period	228.9			58.3			298.6			—			585.8
Cash and cash equivalents at end of period	$	224.5		$	75.7		$	309.6		$	—		$	609.8

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Unaudited Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(196.7	)	$	91.9		$	179.8		$	86.3		$	161.3
Cash flows from investing activities:
Capital expenditures	(21.1		)	(40.3		)	(329.0		)	—			(390.4		)
Construction of solar energy systems	—			—			(372.3		)	(97.9		)	(470.2		)
Purchases of cost and equity method investments	(1.1		)	(5.0		)	(44.3		)	—			(50.4		)
Proceeds from return of equity method investments	70.0			13.7			—			—			83.7
Change in restricted cash	—			0.5			(83.5		)	—			(83.0		)
Payments to vendors for refundable deposits on long-term agreements	—			(14.4		)	(0.1		)	—			(14.5		)
Proceeds from sale of property plant and equipment	—			—			37.1			—			37.1
Cash paid for acquisition, net of cash acquired	—			(160.6		)	(2.0		)	—			(162.6		)
Equity infusions or investments in subsidiaries	(1.1		)	1.1			—			—			—
Other	1.4			0.4			(14.0		)	11.6			(0.6		)
Net cash provided by (used in) investing activities	48.1			(204.6		)	(808.1		)	(86.3		)	(1,050.9		)
Cash flows from financing activities:
Proceeds from senior notes issuance	550.0			—			—			—			550.0
Cash paid for contingent consideration for acquisitions	—			(50.2		)	—			—			(50.2		)
Proceeds from solar energy system financing and capital lease obligations	—			—			694.8			—			694.8
Repayments of solar energy system financing and capital lease obligations	—			(1.8		)	(120.3		)	—			(122.1		)
Net repayments of customer deposits related to long-term supply agreements	—			(1.4		)	(55.9		)	—			(57.3		)
Principal payments on long-term debt	—			—			(1.8		)	—			(1.8		)
(Repayment) collection of intercompany debt	(167.9		)	220.2			(52.3		)				—
Common stock issued and repurchased	(2.8		)	—			—			—			(2.8		)
Payments to noncontrolling interests	—			—			(15.2		)	—			(15.2		)
Debt financing fees	(18.0		)	—			(16.8		)	—			(34.8		)
Net cash provided by financing activities	361.3			166.8			432.5			—			960.6
Effect of exchange rate changes on cash and cash equivalents	(0.2		)	(0.1		)	8.1			—			7.8
Net increase (decrease) in cash and cash equivalents	212.5			54.0			(187.7		)	—			78.8
Cash and cash equivalents at beginning of period	15.5			7.2			684.6			—			707.3
Cash and cash equivalents at end of period	$	228.0		$	61.2		$	496.9		$	—		$	786.1

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto of MEMC Electronic Materials, Inc. included herein.

Business

MEMC is a global leader in the development, manufacture and sale of silicon wafers and a major developer and seller of photovoltaic energy solutions. Through SunEdison, MEMC is one of the world’s leading developers of solar energy projects and, we believe, one of the most geographically diverse. MEMC’s technology leadership in silicon and downstream solar are enabling the company to expand its customer base and lower costs throughout the silicon supply chain.

From January 1, 2010 until December 31, 2011, MEMC was organized by end market, with three business segments: Semiconductor Materials, Solar Materials and Solar Energy. Semiconductor Materials provides silicon wafers ranging from 100 millimeter (4 inch) to 300 millimeter (12 inch) as the base material for the production of semiconductor devices. Solar Materials manufactured and sold silicon wafers for solar applications, primarily 156 millimeter. Solar Energy was comprised of the solar energy business unit (SunEdison). During the fourth quarter of 2011, we initiated a large scale global restructuring plan across all of our reportable segments (see Note 2). In connection with our announced restructuring, effective January 1, 2012, we consolidated our two solar business units' operations into one business unit, and since that date have been engaged in two reportable segments, Semiconductor Materials and Solar Energy.

OVERVIEW

As previously disclosed, the significant 2011 downturn in the solar industry, which has continued throughout 2012, has seen sharp reductions in pricing of solar modules, solar cells, solar wafers, polysilicon, and to a lesser extent, solar systems. The resulting decline in profitability for all solar companies, including MEMC, has been pronounced. Although we believe the 2011 and 2012 semiconductor downturn is cyclical, we view the solar market changes as a prolonged market dislocation. During the fourth quarter of 2011, in order to better align our business to the then current and expected market conditions in the semiconductor and solar markets, as well as to improve the company's overall cost competitiveness and increase cash flow generation across all segments, we committed to a series of actions to reduce the company's global workforce, right size its production capacity and accelerate operating cost reductions in 2012 and beyond (the "2011 Global Plan").

In the third quarter of 2012, we continued the implementation of the 2011 Global Plan. As part of those efforts, on September 4, 2012 we executed two settlement agreements with Evonik to settle disputes arising from our early termination of two take-or-pay supply agreements. As part of the settlement, we will pay Evonik a total of 70 million euro, of which 10 million euro was paid in the current quarter, and forfeited a deposit of $10.2 million. As a result of this settlement, a favorable adjustment to our 2011 Global Plan accrual was made resulting in $69.2 million of income within restructuring and impairment on the consolidated statement of operations and comprehensive income (loss).

Our business strategy is designed to address the most significant opportunities and challenges facing the company, including managing cash flow and liquidity risks, executing on our restructuring plans, focusing on semiconductor market share gains, and optimizing solar project pipeline.

In furtherance of that strategy, we closed on a $200.0 million second lien term loan ("Term Loan") during the third quarter. The Term Loan has a maturity of five years with a variable rate, which as of September 30, 2012 is at 10.75%. The company plans to use the proceeds of the Term Loan for incremental liquidity and general corporate purposes. We believe our liquidity will be sufficient to support our operations for the foreseeable future, although no assurances can be made if significant adverse events beyond our control occur, or if we are unable to access project capital needed to execute our business plan.

Semiconductor Materials Segment

Net sales and gross margins in our Semiconductor Materials segment were lower in the third quarter of 2012 as compared to the same period in 2011 primarily due to pricing and volume decreases. During the third quarter of 2012, we continued to realize the benefits of our cost reduction efforts through the ramp of our Ipoh, Malaysia plant and the 2011 Global Plan. These benefits were offset by lower prices due to the semiconductor market slowdown and lower absorption of fixed production costs as we reduced production levels on lower demand and to lower inventories. At this time, we expect both volume and demand

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to stay relatively flat to down during the fourth quarter of 2012. Due to increasing macroeconomic concerns, our visibility into 2013 has diminished.

Solar Energy Segment

During the three month period ended September 30, 2012, revenues were recognized for direct sales on five projects totaling 48.4 megawatts ("MW"). We currently have 116.8MW of solar projects under construction, including 23.2 MW recognized in earnings for direct sales accounted for under the percentage of completion method. The MW under construction are predominately in the United States, but we continue to evaluate project development opportunities outside of the U.S. Additionally, as of September 30, 2012, we have a 13.6MW completed project in Spain which is being actively marketed for sale. SunEdison has a project pipeline of approximately 2.9 gigawatts (“GW”) as of September 30, 2012, down slightly from the 3.0GW of project pipeline as of December 31, 2011.

For the three and nine month periods ended September 30, 2012, solar wafer revenue decreased significantly from the three and nine month periods ended September 30, 2011 because a significant portion of the wafers we manufacture are now internally consumed in our downstream business. While there continued to be external solar wafer sales during the three month period ended September 30, 2012, these sales were significantly diminished from the prior year period and, going forward, solar wafer sales to external parties are expected to continue to decline or remain at lower levels given the company's strategic shift to primarily supplying wafers for internal consumption by our solar energy system business. Additionally, solar wafer prices have declined significantly when compared to prior year periods due to softening demand and industry overcapacity. Our solar wafer average selling prices for the three and nine months ended September 30, 2012 were approximately 53% and 62% lower as compared to the three and nine month periods ended September 30, 2011, respectively.

RESULTS OF OPERATIONS

Net sales by segment for the three and nine month periods ended September 30, 2012 and September 30, 2011 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
Net Sales	2012		2011		2012		2011
Dollars in millions
Semiconductor Materials	$	240.3	$	268.4	$	689.0	$	795.2
Solar Energy	361.3		247.8		1,240.2		1,202.5
Total Net Sales	$	601.6	$	516.2	$	1,929.2	$	1,997.7

Semiconductor Materials Segment Net Sales

The decrease in Semiconductor Materials net sales in the three month period ended September 30, 2012 compared to the comparable period in the prior year was the result of price decreases of $28.7 million, a less favorable product mix of $2.6 million, offset slightly by volume increases of $2.6 million. Price decreases occurred across all wafer diameters.

The decrease in Semiconductor Materials net sales in the nine month period ended September 30, 2012 compared to the comparable period in the prior year was the result of price decreases of $73.9 million, volume decreases of $26.8 million and a less favorable product mix of $5.8 million. Price decreases occurred across all wafer diameters while the volume decrease was across all diameters except 300mm wafers. Both pricing and volume continue to be negatively impacted by unfavorable market conditions. Our semiconductor wafer average selling price in the three and nine month periods ended September 30, 2012 was approximately 11.3% and 10.1%, respectively, lower than the average semiconductor wafer selling price for the same periods in 2011.

Solar Energy Segment Net Sales

During the three and nine month periods ended September 30, 2012, revenue from solar energy system sales was $166.2 million and $824.7 million, respectively. Comparatively, revenue from solar energy system sales was $14.1 million and $270.1 million during the three and nine month periods ended September 30, 2011, respectively. The increase is due largely to the sale of solar energy systems totaling 48.4MW and 239.8MW during the three and nine month periods ended September 30, 2012, respectively, compared to 3.3MW and 56.8MW during the three and nine month periods ended September 30, 2011, respectively. Net sales for the three and nine month periods ended September 30, 2012 also included revenues of $36.7 million

41

and $99.0 million, respectively, from energy production as compared to $24.4 million and $60.3 million in the three and nine month periods ended September 30, 2011, respectively. The increase in energy revenues is a result of the increase in financing sale-leaseback systems when compared to the prior period.

Net sales for the three and nine month periods ended September 30, 2012 include $37.1 million related to revenue recognized as part of the cancellation of a long-term solar wafer supply contract with Conergy. Similarly, net sales for the three and nine month periods ended September 30, 2011 include $19.4 million and $168.8 million, respectively, of revenue recognized in connection with the resolution of our long-term solar wafer supply agreement with a customer.

Solar Energy segment net sales do not include cash proceeds received from financing sale-leasebacks transactions with contract sales values of $93.0 million and $173.9 million in the three and nine month periods ended September 30, 2012, respectively. Sales contract values of financing sale-leasebacks were $191.5 million and $282.1 million in the three and nine month periods ended September 30, 2011, respectively. These transactions are not included in net sales and result in the retention of assets on our balance sheet along with the related non-recourse debt. See “Revenue Recognition” contained in Note 2, "Summary of Significant Accounting Policies", within our 2011 Annual Report on Form 10-K.

Solar wafer sales decreased $124.7 million, or 78%, in the three month period ended September 30, 2012 compared to the comparable period in the prior year, primarily due to solar wafer price decreases of $85.4 million and lower volumes of $39.3 million. Due to the downturn in the solar wafer market, our solar wafer average selling prices in the three and nine month periods ended September 30, 2012 were approximately 49% and 59% lower than the solar wafer average selling prices for the same periods in 2011. These sales were significantly diminished from prior periods, and going forward, solar wafer sales to external parties are expected to remain at lower levels.

During the three and nine month periods ended September 30, 2012 we had $76.9 million and $113.3 million, respectively, of solar module sales to external third parties. Sales of modules are made on an opportunistic basis considering the demand in our downstream solar energy system business. Additionally, during the nine month period ended September 30, 2012, we recorded revenues of $27.3 million on polysilicon sales to reduce our raw material inventory.

	Three Months Ended September 30,						Nine Months Ended September 30,
Gross Profit	2012			2011				2012			2011
Dollars in millions
Cost of Goods Sold	$	514.7		$	457.6			$	1,701.8		$	1,644.0
Gross Profit	86.9			58.6				227.4			353.7
Gross Margin Percentage	14.4		%	11.4		%		11.8		%	17.7		%

The increase in our gross profit dollars and percentage for the three month period ended September 30, 2012 compared to the three month period ended September 30, 2011 is primarily attributed to the $37.1 million in revenue recognized from the termination of a long term solar wafer supply contract with Conergy in the three month period ended September 30, 2012, offset by $19.4 million of revenue recognized as part of a contract resolution with a customer and $15.0 million due to a change in our estimate of the probable shortfall in one of our take-or-pay purchase obligations in 2011, which increased income. The remaining increases in gross profit dollars were caused by $76.9 million of solar module sales to external third parties during the three month period ended September 30, 2012 that did not occur in 2011. These increases were partially offset by overall declines in the Semiconductor Materials segment margins resulting from lower prices.

The decrease in our gross profit dollars and percentage for the nine month period ended September 30, 2012 compared to the nine month period ended September 30, 2011 is primarily attributed to the absence of $168.8 million in revenue recognized from a contract resolution with a customer, partially offset by a $37.4 million charge from our take-or-pay purchase obligations in the nine month period ended September 30, 2011 and $37.1 million of revenue recognized from the termination of a long term solar wafer supply contract with Conergy in the nine month period ended September 30, 2012.

For the three and nine month periods ended September 30, 2012, we did not recognize approximately $17.6 million and $92.0 million, respectively, of expected gross margins on completed projects with executed sales agreements that we expect will be recognized at a later date. We also received cash in excess of our system construction costs of $14.8 million and $23.9 million in the three and nine month periods ended September 30, 2012, respectively, for our executed sale-leasebacks in which margin will be recognized for U.S. GAAP purposes at the end of the leases.

For the three and nine month periods ended September 30, 2011, we did not recognize approximately $35.4 million and $74.5

42

million, respectively, of expected gross margins on completed projects with executed sales agreements. We also received cash in excess of our system construction costs of $33.1 million and $47.8 million in the three and nine month periods ended September 30, 2011, respectively, for our executed sale-leasebacks in which margin will be recognized for U.S. GAAP purposes at the end of the leases.

	Three Months Ended September 30,						Nine Months Ended September 30,
Marketing and Administration	2012			2011				2012			2011
Dollars in millions
Marketing and Administration	$	68.9		$	83.8			$	239.2		$	270.8
As a Percentage of Net Sales	11.5		%	16.2		%		12.4		%	13.6		%

The decrease in marketing and administration expenses for the three month period ended September 30, 2012 is primarily due to the decline in spend on staffing, infrastructure and certain other costs as part of our restructuring efforts. Additionally, the decrease is caused by a decline in stock compensation expense.

The decrease in marketing and administration expenses for the nine month period ended September 30, 2012 is due to the absence of Japan earthquake related charges of $10.6 million and $13.1 million of net legal verdicts taken in the comparable period in 2011. Additionally, the decrease is caused by a decline in stock compensation expense of $9.5 million. The FRV contingent consideration was deemed fully earned and increased by $9.8 million during the nine month period ended September 30, 2012 based on a change in the estimated fair value of the contingent consideration. This increase was offset by a favorable adjustment to the Solaicx contingent consideration of $13.5 million in the nine month period ended September 30, 2011.

	Three Months Ended September 30,						Nine Months Ended September 30,
Research and Development	2012			2011				2012			2011
Dollars in millions
Research and Development	$	17.4		$	22.3			$	55.8		$	65.1
As a Percentage of Net Sales	2.9		%	4.3		%		2.9		%	3.3		%

R&D expenses consist mainly of product and process development efforts to increase our capabilities in each of our business units. Overall spend on R&D in 2012 has and is expected to continue to decrease from 2011 amounts, particularly as it relates to solar wafering.

	Three Months Ended September 30,					Nine Months Ended September 30,
Goodwill Impairment Charge	2012		2011				2012		2011
Dollars in millions
Goodwill Impairment Charge	$	—	$	56.4			$	—	$	56.4
As a Percentage of Net Sales	—		10.9		%		—		2.8		%

During the third quarter of 2011, we impaired $56.4 million of goodwill related to our Solaicx acquisition. There were no such impairments in the comparable period in 2012 because all historical goodwill was impaired in 2011.

	Three Months Ended September 30,						Nine Months Ended September 30,
Restructuring and Impairment	2012			2011				2012			2011
Dollars in millions
Restructuring and Impairment	$	(58.3	)	$	(0.1	)		$	(53.0	)	$	13.7
As a Percentage of Net Sales	(9.7		)%	—		%		(2.7		)%	0.7		%

During the three and nine month periods ended September 30, 2012, we recorded income of $58.3 million and $53.0 million, respectively, which was primarily a result of our executed settlement agreements with Evonik to settle disputes arising from our early termination of two take-or-pay supply agreements (see Note 2). As part of this settlement, a favorable adjustment to our

43

2011 Global Plan restructuring accrual was made resulting in $69.2 million of income within restructuring and impairment on the consolidated statement of comprehensive income (loss). In the 2012 fourth quarter, as part of this settlement, we expect to obtain title to a chlorosilanes plant, which could have additional favorable consequences for the consolidated statement of comprehensive income (loss). The settlement income was partially offset by an impairment of tangible assets of $14.2 million.

The restructuring and impairment charges in the nine month period ended September 30, 2011 related to the initial actions taken in the second quarter of 2011 for the 2011 Global Plan.

	Three Months Ended September 30,				Nine Months Ended September 30,
Insurance Recovery	2012		2011			2012			2011
Dollars in millions
Insurance Recovery	$	—	$	—		$	(4.0	)	$	—
As a Percentage of Net Sales	—		—			(0.2		)%	—

During the nine month period ended September 30, 2012, we recorded income of $4.0 million for an insurance settlement to recover the final portion of our losses related to the disruption in production at our Utsunomiya, Japan facility as a result of the March 2011 Japan earthquake.

	Three Months Ended September 30,						Nine Months Ended September 30,
Operating Income (loss)	2012			2011				2012			2011
Dollars in millions
Semiconductor Materials	$	8.7		$	18.5			$	(8.1	)	$	30.3
Solar Energy	75.8			(94.9		)		70.4			18.7
Corporate and Other	(25.6		)	(27.4		)		(72.9		)	(101.3		)
Total Operating Income (Loss)	$	58.9		$	(103.8	)		$	(10.6	)	$	(52.3	)

During the three month period ended September 30, 2012, we had operating income of $58.9 million as compared to a loss of$103.8 million in the comparable period in 2011. During the nine month period ended September 30, 2012, we had an operating loss of $10.6 million as compared to a loss of $52.3 million in the comparable period in 2011. These changes were the net result of the changes in gross profit dollars and operating costs discussed above, including the revenue related to the settlement with Conergy and the income related to the settlement with Evonik, and as further described below.

Semiconductor Materials Segment

The decrease in our Semiconductor Materials operating income from $18.5 million in the three month period ended September 30, 2011 to $8.7 million in the three month period ended September 30, 2012 was primarily the result of reduced gross profit from lower average wafer prices. During the three month period ended September 30, 2011, operating margins were negatively impacted by $2.9 million of charges as a result of the earthquake in Japan. When comparing to 2011 results, the reductions in costs which we have begun to realize from the ramp of our Ipoh, Malaysia plant and the 2011 Global Plan were partially offset by lower absorption of fixed production costs as we reduced semiconductor wafer production capacity on lower demand and to lower inventories. The decrease in operating income for the nine month period ended September 30, 2012, when compared to the same period in 2011 was the result of price and volume decreases more than offsetting the cost saving benefits of the 2011 Global Plan and 2009 U.S. Plan.

Solar Energy Segment

The increase in our Solar Energy operating income to $75.8 million in the three month period ended September 30, 2012 from an operating loss of $94.9 million in the three month period ended September 30, 2011 is primarily attributable to the favorable adjustment from the Evonik supply agreement resolution of $69.2 million and revenue of $37.1 million in the three month period ended September 30, 2012 in connection with the termination of a long term solar wafer supply contract with Conergy. These amounts were offset by the $19.4 million of revenue recognized on a contract resolution with a customer and $15.0 million due to a favorable change in our estimate of the probable shortfall in our take-or-pay purchase obligations in the same period in 2011. Additionally, there was $56.4 million of goodwill impairment charges in the three month period ended September 30, 2011 that did not occur in 2012. The other additional increases were the result of timing of direct sales of solar energy systems offset by lower solar wafer volumes and pricing.

44

The increase in operating income for the nine month period ended September 30, 2012 when compared to the same period in 2011 was the result of the benefit from the Evonik supply agreement resolution of $69.2 million and revenue of $37.1 million in connection with the termination of a long term solar wafer supply contract with Conergy. These amounts were offset by the $168.8 million of revenue recognized on a contract resolution with a customer and a $37.4 million charge due to a change in our estimate of the probable shortfall in our take-or-pay purchase obligations in the same period in 2011. Additionally, there was $56.4 million of goodwill impairment charges in the nine month period ended September 30, 2011 that did not occur in 2012. The other additional increases were the result of timing of direct sales of solar energy systems offset by lower solar wafer volumes and pricing.

The Solar Energy segment's operating results are highly dependent upon the timing of system sales and revenue recognition requirements related to the terms of the sales agreements and type of project finance method utilized, as well as completed and uncompleted projects. Revenue and income recognition in any given period may differ due to the timing of installations, related expenditures, system warranty and indemnity provisions and the type of financing obtained.

Corporate and Other

Corporate and Other expenses are comprised of substantially all of our stock-based compensation expense, general corporate marketing and administration costs, research and development administration costs, legal, auditing and tax professional services and related costs, salary and other personnel costs, and other items not reflected in the segments. Corporate and Other operating loss decreased by $1.8 million in the three month period ended September 30, 2012 compared to the same period of 2011, primarily due to lower stock compensation expense. The decrease of $28.4 million in operating loss for the nine month period ended September 30, 2012, when compared to the same period in the prior year was primarily due to the absence of $13.1 million of net legal verdicts and settlements described above. Additional decreases were caused by lower stock compensation expense, legal fees and other professional fees.

	Three Months Ended September 30,						Nine Months Ended September 30,
Non-operating Expense (Income)	2012			2011				2012			2011
Dollars in millions
Interest Expense	$	28.0		$	20.7			$	100.3		$	50.9
Interest Income	(0.9		)	(1.3		)		(2.8		)	(3.1		)
Other, Net	(2.4		)	13.4				0.1			(3.9		)
Total Non-operating Expense	$	24.7		$	32.8			$	97.6		$	43.9

For the three month period ended September 30, 2012, we recorded interest expense, including amortization of deferred debt issuance fees, accretion of contingent consideration and letter of credit and commitment fees of $15.0 million related to solar energy systems, net of capitalized interest of $3.5 million. For the three month period ended September 30, 2011, we recorded interest expense, including amortization of deferred debt issuance fees, accretion of contingent consideration, and letter of credit and commitment fees of $7.1 million related to solar energy systems, net of capitalized interest of $4.4 million. This increase to interest expense relates primarily to increased debt and leases for new solar energy systems.

For the nine month period ended September 30, 2012, we recorded interest expense, including amortization of deferred debt issuance fees, accretion of contingent consideration, and letter of credit and commitment fees of $62.0 million related to solar energy systems, net of capitalized interest of $12.9 million. For the nine month period ended September 30, 2011, we recorded interest expense, including amortization of deferred debt issuance fees, accretion of contingent consideration, and letter of credit and commitment fees of $19.3 million related to solar energy systems, net of capitalized interest of $6.8 million. The interest expense related to solar energy systems for the nine month period ended September 30, 2012 includes $7.4 million of deferred financing fees that were charged to interest expense when previously issued solar energy system debt was transferred to the buyer upon sale of the system. Additionally, $3.9 million of deferred financing fees were charged to interest expense as a result of amendments made to our non-recourse project construction financing revolver. No similar charges were incurred in the comparable period of 2011. The remaining increases relate to higher balances from non-recourse solar energy systems financing.

Additionally, during the nine month period ended September 30, 2012, we incurred interest expense of $31.9 million related to our 2019 Notes issued on March 10, 2011, as discussed in Liquidity and Capital Resources below, as compared to $23.9 million during the nine month period ended September 30, 2011.

The decrease in other, net expense for the three month period ended September 30, 2012 was primarily the result of a loss on Euro based forward contracts of $6.6 million that occurred in 2011. There was no similar income or loss in the comparable

45

period of 2012. Additionally, we incurred a loss of $4.3 million on the fair value of a customer warrant in the three month period ended September 30, 2011, whereas the loss was $0.2 million in the three month period ended September 30, 2012.

The decrease in other, net income for the nine month period ended September 30, 2012 was primarily the result of a gain on Euro based forward contracts of $7.6 million in 2011, which did not occur in 2012.

	Three Months Ended September 30,						Nine Months Ended September 30,
Income Taxes	2012			2011				2012			2011
Dollars in millions
Income Tax Expense (Benefit)	$	(3.3	)	$	(43.2	)		$	27.9		$	(56.6	)
Income Tax Rate as a % of (Loss) Income before Income Taxes	(9.6		)%	31.6		%		(25.8		)%	58.8		%

During the three month period ended September 30, 2012, we recorded income tax benefit of $3.3 million and an effective tax rate of negative 9.6% compared to an income tax benefit of $43.2 million and an effective tax rate of 31.6% for the three month period ended September 30, 2011. The income tax benefit for the three month period ended September 30, 2012 is associated with a change in the jurisdictional earnings mix. The income tax benefit in the three month period ended September 30, 2011 is primarily attributable to the change in a valuation allowance on deferred tax assets arising in the current year and taxable income in lower rate jurisdictions.

During the nine month period ended September 30, 2012, we recorded income tax expense of $27.9 million and an effective tax rate of negative 25.8% compared to an income tax benefit of $56.6 million and an effective tax rate of 58.8% for the nine month period ended September 30, 2011. The tax expense in the nine month period ended September 30, 2012 is primarily attributable to the recognition of a valuation allowance on tax assets arising in the current year and taxable income in lower rate jurisdictions. The income tax benefit for 2011 is primarily attributed to a deferred taxable loss in the U.S. offset by taxable income in lower rate jurisdictions. This income tax benefit was offset with a significant non-cash valuation allowance established in the U.S. and certain foreign jurisdictions during the period ended December 31, 2011.

We plan foreign remittance amounts based on projected cash flow needs as well as the working capital and long-term investment requirements of our foreign subsidiaries and our domestic operations. Of the cash and cash equivalents at September 30, 2012, approximately $301.8 million was held by our foreign subsidiaries, a portion of which may be subject to repatriation tax effects.

	Three Months Ended September 30,						Nine Months Ended September 30,
Net Income Attributable to Noncontrolling Interests	2012			2011				2012			2011
Dollars in millions
Net Income Attributable to Noncontrolling Interests	$	(1.4	)	$	(2.2	)		$	(1.8	)	$	(16.5	)

For the nine month period ended September 30, 2012, the decline in net income attributable to noncontrolling interests mainly consists of $13.8 million for the profits paid to the partners of certain solar energy systems in 2011, which did not occur in the same period in the current year.

FINANCIAL CONDITION

Cash and cash equivalents increased $24.0 million from $585.8 million at December 31, 2011 to $609.8 million at September 30, 2012. See additional discussion in Liquidity and Capital Resources below.

Our short-term restricted cash totaled $84.2 million at September 30, 2012 compared to $125.2 million at December 31, 2011. The decrease of $41.0 million was primarily due to the release of restrictions during the nine months ended September 30, 2012 on the use of proceeds from a construction loan, offset by the result of the initial deposits made into restricted cash for termouts of our sale-leaseback projects and deposits for normal energy revenues.

Net accounts receivable of $202.9 million at December 31, 2011 increased $49.1 million to $252.0 million at September 30, 2012. The increase was primarily attributable to the increase in sales of modules in the third quarter ended September 30, 2012 compared to the fourth quarter ended December 31, 2011 and is also related to the timing of collections generally.

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Our inventories decreased $75.7 million to $246.1 million at September 30, 2012 from $321.8 million at December 31, 2011. Inventories primarily decreased as a result of lower polysilicon inventory on hand and a decrease in module inventory due to the use of modules in the construction of solar energy systems during the first nine months of 2012.

Solar energy systems held for sale and development of $373.0 million at December 31, 2011 decreased $127.0 million to $246.0 million as of September 30, 2012. The decrease primarily relates to the sale of the systems in Europe during the nine month period ended September 30, 2012, which were classified as held for sale as of December 31, 2011.

Accounts payable decreased $230.7 million to $463.9 million at September 30, 2012 from $694.6 million as of December 31, 2011. The decrease relates primarily to the timing of payments to vendors.

Short-term and long-term solar energy system deferred revenues of $198.8 million at December 31, 2011 increased $90.4 million to $289.2 million at September 30, 2012. The increase relates to deferred profits from direct sales of solar energy systems in 2012, in which certain production and uptime guarantees exist. In particular, we deferred $29.0 million on the direct sale of a 60.4MW solar energy system in Bulgaria.

Long-term debt, short-term debt and capital leases, including our consolidated VIEs, increased to $2,313.4 million at September 30, 2012 from $1,962.8 million at December 31, 2011. This increase of $350.6 million was partially related to the incurrence of $200 million of long-term debt pursuant to the Term Loan discussed below. The remaining increase was related to solar energy system financing on our sale-leaseback transactions that occurred in 2012.

Other long-term liabilities decreased $119.5 million from $326.1 million at December 31, 2011 to $206.6 million at September 30, 2012. This decrease was mainly caused by the decrease in our long-term restructuring reserve related to the Evonik settlement (see Note 2).

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LIQUIDITY AND CAPITAL RESOURCES

We had net income attributable to MEMC stockholders of $37.0 million and incurred a net loss of $138.8 million for the three and nine month periods ended September 30, 2012, respectively. We used $283.4 million of cash for operations which included outflows related to the cost to construct solar energy systems that were direct sales and payments of accounts payable, offset by a decrease in inventories. During the nine month period ended September 30, 2012, $346.2 million of debt related to direct sales was assumed by the buyer. These debt proceeds were originally classified as financing inflows in prior periods. Because this was a non-cash item, the proceeds are not reclassified to operating cash flows to offset the related construction expenditures.

We have developed a strategic plan for the ongoing operation of our businesses designed to improve our performance and address the challenges within the industries in which we operate. Successful implementation of our 2011 Global Plan and our strategic plan is, however, subject to numerous risks and uncertainties. In addition, solar industry conditions have negatively impacted our results from operations and cash flows and may continue to do so in the future. Our consolidated financial statements have been prepared assuming the realization of assets and the satisfaction of liabilities in the normal course, as well as continued compliance with the financial and other covenants contained in our existing credit facilities and other financing arrangements.

Liquidity

Cash and cash equivalents at September 30, 2012 totaled $609.8 million, compared to $585.8 million at December 31, 2011. The cash balance as of September 30, 2012 of $609.8 million included net cash proceeds obtained from the $200.0 milllion Term Loan discussed below. Of the cash and cash equivalents at September 30, 2012, approximately $301.8 million was held by our foreign subsidiaries, a portion of which may be subject to repatriation tax effects. We believe that any repatriation tax effects would have minimal impacts on future cash flows.

We remain focused on reducing inventory levels and solar energy systems held for development and sale. The primary items impacting our liquidity in the future are cash from operations, including working capital effects from the sale of solar energy systems and reduction of current inventory levels, capital expenditures, borrowings and payments under our credit facilities and other financing arrangements, the monetization of our pipeline and the availability of project finance and/or project equity at acceptable terms. We believe our liquidity will be sufficient to support our operations for the foreseeable future, although no assurances can be made if significant adverse events occur, or if we are unable to access project capital needed to execute our business plan.

In addition to our need to maintain sufficient liquidity, cash flow from our operations and borrowing capacity under our credit facilities, we will need to raise additional funds in the future in order to meet the operating and capital needs of our solar energy systems development business. These funds are expected to be in the form of project finance or outright sale of solar energy systems to investors. However, there can be no assurances that such project financing or equity will be available to us, or available to us on terms and conditions we find acceptable. We may not be able to sell solar projects or secure adequate debt financing or equity funding for such projects on favorable terms, or at all, at the time when we need such funding. If these or other sources of funding are not available, this will have a significant negative impact on our ability to execute our business plan and to our overall operations, operational results and cash flows.

The rate of growth of the Solar Energy segment is limited by capital access. During the construction phase of solar energy systems, MEMC provides short-term working capital support to a project company or may obtain third party non-recourse construction financing to fund engineering, procurement and installation costs. Once complete, MEMC either directly sells the project to a third party or obtains more permanent capital on behalf of the project company through sale-leaseback, or to a lesser extent, debt or other financing structures that will typically be secured by the energy producing assets and projected cash flows from energy sales.

We expect cash on hand, 2012 operating cash flows, project finance debt, the corporate revolving credit facility, Term Loan and project finance construction revolver to provide sufficient capital to support the construction phase of our currently planned projects for 2012 and otherwise meet our capital needs for the remainder of 2012. However, we will continue to need to raise additional long-term project financing, either in the form of project debt or equity, or both. MEMC expects ongoing efforts to secure more project capital, including sources of non-recourse project capital, to generate sufficient resources to support growth. We anticipate incremental capital needs for the remainder of 2012 associated with project finance markets to be approximately $175 million depending on the amount of megawatts ultimately installed and interconnected. However, there

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can be no assurances that such financing will be available to us or at terms that we find acceptable. In the event that we are unable to raise additional funds, our liquidity will be adversely impacted, we may not be able to maintain compliance with our existing debt covenants and our business will suffer. If we are able to secure additional financing, these funds could be costly to secure and maintain and could impact our earnings and our liquidity.

We have discretion in how we use our cash to fund capital expenditures, to develop solar energy systems, and for other costs of our business. We evaluate capital projects and the development of solar energy systems based on their expected strategic impacts and our expected return on investment. We may use this discretion to decrease our capital expenditures and development of solar energy systems, which may impact our operating results and cash flows for future years. For example, we may defer construction of solar energy systems and look for opportunities to partner with outside investors to finance the development of projects. As of September 30, 2012, we have a 13.6MW solar energy system held for sale in Spain which has been interconnected, and we are currently conducting a process to sell or otherwise finance this system. If we delay the construction of solar energy systems or are unable to sell solar energy systems held for sale, our operating results and cash flows will be adversely impacted.

In the nine month period ended September 30, 2012, $283.4 million of cash was used for operating activities, compared to $161.3 million that was provided by operating activities in the nine month period ended September 30, 2011. The increase in cash use was primarily a result of the net loss incurred during the nine month period ended September 30, 2012 and the decrease of accounts payable from payments made in 2012 related to December 31, 2011 accounts payable.

Cash used in investing activities decreased to $322.3 million in the nine month period ended September 30, 2012 compared to $1,050.9 million used in the nine month period ended September 30, 2011, primarily due to decreased spending on solar and non-solar energy system property, plant and equipment. Significant spending occurred in the nine month period ended September 30, 2011 related to the expansion of our polysilicon and 300 millimeter capacity as well as for the construction of our solar wafer manufacturing facility in Kuching, Malaysia. In addition, we acquired several companies during 2011; there have been no acquisitions in 2012.

For the nine month period ended September 30, 2012, cash provided by financing activities was $630.0 million, compared to $960.6 million of cash provided by financing activities in the nine month period ended September 30, 2011. The decrease was mainly due to $536.7 million in net proceeds received during the three month period ended March 31, 2011 from the issuance of the the 2019 Notes discussed below, offset partially by net proceeds from the issuance of the Term Loan.

Borrowings

On September 28, 2012, we entered into a Second Lien Credit Agreement ("Term Loan") with Goldman Sachs Bank USA and Deutsche Bank Securities Inc. providing for a term loan maturing on October 2, 2017, in an aggregate principal amount of $200.0 million, with a 2.0% discount to par for proceeds of $196.0 million. We incurred $10.8 million in debt issuance costs, which is amortized into the condensed consolidated statement of comprehensive (loss) income over the five-year term. Interest under the Term Loan will accrue, depending on the type of borrowing, at the base rate or the eurocurrency rate, with a floor of 1.50%, plus an applicable rate equal to 9.25% for the eurocurrency rate and 8.25% for the base rate. Interest is due and payable in arrears at the end of each interest period, no less than quarterly, and on the maturity date. Management will monitor the need to hedge the variable rate Term Loan; however given the current eurocurrency rate is over 100 basis points lower than the stated floor within the Term Loan, the short-term risk is considered minimal. As of September 30, 2012 the current interest rate on the Term Loan is 10.75%.

The obligations under the Term Loan are guaranteed by certain of our domestic subsidiaries pursuant to a guaranty agreement executed by each such subsidiary. Our obligations and the guaranty obligations of the subsidiaries are secured by second priority liens on and security interests in substantially all of our present and future assets and the assets of the subsidiary guarantors, including a pledge of the capital stock of certain domestic and foreign subsidiaries.

We may elect to prepay amounts due under the Term Loan with prior notice to the administrative agent. Any voluntary prepayments made on or prior to March 31, 2014 are subject to yield maintenance payments to the lenders in an amount not less than 3.0% of the principal amount then being prepaid. Voluntary prepayments made after March 31, 2014 but on or prior to March 31, 2015 are subject to a call premium of 3.0% of the principal amount then being prepaid. The call premium reduces to 1.0% for prepayments made after March 31, 2015 but on or prior to March 31, 2016. The company may make prepayments after March 31, 2016 without penalty.

Similar to the revolving credit facility with Bank of America, N.A. (discussed below), the Term Loan contains affirmative and negative covenants. These include but are not limited to limiting the company's and certain of our subsidiaries' ability, subject to certain exceptions and qualifications, to (i) create, incur, assume or suffer any liens on assets or revenues, (ii) make other

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restricted payments and investments, (iii) incur indebtedness, (iv) make certain transactions with affiliates, (v) merge, consolidate or sell/dispose of assets, (vi) enter into burdensome agreements, (vii) engage in any material line of business different from current lines, or (viii) prepay indebtedness or amend indebtedness that adversely impacts the Term Loan lenders. These covenants are subject to a number of qualifications and limitations.

Additionally, the Term Loan has financial covenants requiring a consolidated leverage ratio of 3.5 to 1.0 on September 30, 2012, and 3.0 to 1.0 thereafter, and minimum liquidity depending on our trailing twelve-month consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA). Our minimum liquidity covenant amount will be $400.0 million in the event our trailing twelve month consolidated EBITDA is less than $400.0 million. In the event the trailing twelve month consolidated EBITDA is greater than or equal to $400.0 million and less than $600.0 million, our minimum liquidity amount will be $300.0 million. In the event it is greater than or equal to $600.0 million and less than $850.0 million, our minimum liquidity will be $200.0 million. Finally, if our trailing twelve month consolidated EBITDA is greater than or equal to $850.0 million, then no minimum liquidity amount is required. As of September 30, 2012, we were in compliance with all covenants of the Term Loan.

Our corporate revolving credit facility with Bank of America, N.A. is an aggregate principal amount of $400 million (the “Credit Facility”). On February 28, 2012, we amended our revolving Credit Facility to reduce our expected first quarter 2012 minimum liquidity covenant of $500.0 million to $450.0 million and our second quarter 2012 minimum liquidity covenant to $350.0 million. We also revised the pricing grid for the applicable rate that we will pay for letters of credit and drawings under the facility by an increase of 25 basis points until September 30, 2012.

On May 8, 2012, we amended our Credit Facility to allow for a consolidated leverage ratio of not greater than 3.00 to 1.00 for the second and third quarters of 2012 and to set our minimum liquidity covenant at $400 million for the third quarter of 2012. In the fourth quarter of 2012, our consolidated leverage ratio covenant will revert back to 2.50 to 1.00, and our minimum liquidity covenant under this facility will require a minimum liquidity amount based on our trailing twelve month consolidated EBITDA. Our minimum liquidity covenant amount will be $500.0 million in the event our trailing twelve month consolidated EBITDA is less than $400.0 million. In the event the trailing twelve month consolidated EBITDA is greater than or equal to $400.0 million and less than $600.0 million, our minimum liquidity amount will be $400.0 million. In the event it is greater than or equal to $600.0 million and less than $850.0 million, our minimum liquidity will be $300.0 million. Finally, if our trailing twelve month consolidated EBITDA is greater than or equal to $850.0 million, then no minimum liquidity amount is required. The interest rates on borrowings under the Credit Facility were also amended to the eurocurrency rate plus 3.75% and the base rate plus 2.75%, as applicable. The Credit Facility was also amended to permit us to incur up to $250.0 million of convertible or subordinated unsecured indebtedness, subject to compliance with certain conditions.

In order to accommodate the Term Loan, the Credit Facility was amended on September 28, 2012. We incurred $2.0 million in debt issuance costs, which is amortized into the condensed consolidated statement of comprehensive (loss) income over the remaining term of the Credit Facility. There were no changes to the maximum capacity or stated interest rate as part of the amendment, although the Credit Facility lenders and Term Loan lenders entered into a customary intercreditor agreement.

As of September 30, 2012, we had no outstanding borrowings under the Credit Facility, although we had approximately $129.5 million of outstanding third party letters of credit backed by this facility at such date.  Therefore, funds available under this facility were $270.5 million and $227.0 million as of September 30, 2012 and December 31, 2011, respectively. We met all covenants under this facility at September 30, 2012.

On March 10, 2011, we issued $550.0 million of 7.75% Senior Notes due April 1, 2019 (the "2019 Notes"). We incurred $13.8 million in debt issuance costs, which is amortized into the condensed consolidated statement of comprehensive (loss) income over the eight year term. The 2019 Notes were sold at a price equal to 100% of the principal amount thereof. The interest on the 2019 Notes is payable semi-annually, in cash in arrears, on April 1 and October 1. The 2019 Notes are guaranteed by certain of MEMC's domestic subsidiaries (the “guarantors”). The 2019 Notes are senior unsecured obligations and are subordinated to all of our and the guarantors' existing and future secured debt.

The indenture governing the 2019 Notes contains covenants that limit our and our subsidiaries' ability, subject to certain exceptions and qualifications, (i) to make certain asset sales, (ii) to make other restricted payments and investments, (iii) to incur indebtedness and issue preferred stock, (iv) to declare dividends, (v) to make other payments affecting restricted subsidiaries, (vi) to enter into certain transactions with affiliates, and (vii) to merge, consolidate or sell substantially all of our assets. These covenants are subject to a number of qualifications and limitations, and in certain situations, a cross default provision that is limited to recourse debt only. As of September 30, 2012, we were in compliance with all covenants in the indenture governing the 2019 Notes. In addition, the indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among other things: failure to make payments on the 2019 Notes when due, failure to comply with covenants under the indenture, failure to pay other indebtedness or acceleration of maturity of other

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indebtedness, failure to satisfy or discharge final judgments and occurrence of bankruptcy events.

On September 30, 2011, SunEdison amended and restated its non-recourse project construction financing revolver, which has a term of three years, to increase our borrowing capacity from $50.0 million to $300.0 million. On April 12, 2012, SunEdison amended and restated this non-recourse project construction financing revolver. The amendment to this facility resulted in our overall borrowing capacity being reduced from $300.0 million to $154.0 million and added another bank to the lender syndication. 

On June 28, 2012, SunEdison amended and restated this non-recourse project construction financing revolver to make certain changes to the revolver and remove one of the lending banks. This amendment to the facility resulted in our overall capacity being reduced from $154.0 million to $110.0 million. On September 11, 2012, SunEdison further expanded the overall capacity of the facility by $40.0 million to bring the total to $150.0 million.

Under the terms of the June 28, 2012 amendment, if our Corporate Family or Corporate Credit Rating for Moody's falls below "B1" or our S&P rating falls below "B+", we will be required to post, at our election, a letter of credit or surety bond equal to 15.0% of the total outstanding balance in order to continue to make additional borrowings under this facility. As of September 30, 2012, our ratings were "B3" and "BB" for Moody's and S&P respectively. Because our Corporate Family Rating for Moody's was below "B1", a letter of credit equal to 15.0% of the $46.7 million outstanding balances was posted as of September 30, 2012. Additionally, $3.9 million of deferred financing fees were charged to interest expense during the three month period ended June 30, 2012, as a result of the amendments made to our non-recourse project construction financing revolver. No similar charges were incurred in the comparable period of 2011.

Interest on borrowings under the SunEdison construction financing revolver are based, at our election, on LIBOR plus an applicable margin (currently 3.50%) or at a defined prime rate plus an applicable margin (currently 2.50%). The construction financing revolver also requires SunEdison to pay various fees, including a commitment fee (currently 1.10%) on the unused portion of the facility. The construction financing revolver will be used to support the construction costs of utility and rooftop solar energy systems throughout the U.S. and Canada. The construction loans are non-recourse debt to entities outside of the project company legal entities that subscribe to the debt and will be secured by a pledge of the collateral, including the project contracts and equipment. The outstanding borrowings are typically repaid shortly after completion of the construction of the solar energy systems in accordance with the terms of the construction financing revolver, which repayments typically occur over the following three to six months. This revolver also includes a customary material adverse effect clause whereby a breach may disallow a future draw but will not require acceleration of payment. This revolver also includes a cross default clause which provides, among other lender rights, the right to restrict future loans as well as the right to accelerate principal and interest payments. Because this is non-recourse financing, covenants relate specifically to the collateral amounts and transfer of right restrictions. As of September 30, 2012 and December 31, 2011, there was $46.7 million and $77.2 million, respectively, outstanding on this construction financing revolver.

In the event additional construction debt is needed and the remainder of the original capacity is not renewed or replaced, we have the ability to draw upon the available capacity of our Credit Facility. In the event we cannot renew, replace or backfill the remainder of the original capacity with other financing or have adequate net working capital, such inability to fund future projects may have an adverse impact on our business growth plans, financial position and results of operations.

As of September 30, 2012, we were in violation of covenants in two non-recourse solar energy system loans totaling $25.3 million as a result of the devaluation of the local currency (Indian Rupee). On September 28, 2012, we obtained a waiver from the lender for the covenant violation, which has a grace period until November 20, 2013. During the grace period the debt will be classified in short-term debt.  We make no assurance that the covenants will be met after the grace period. The solar energy systems for these two project companies collateralize the loans and there is no recourse outside of the project companies.

At September 30, 2012, we had $609.8 million of cash and cash equivalents, $2,313.4 million of debt outstanding, of which the majority is long-term, and availability to borrow up to an additional $270.5 million under our revolving Credit Facility, subject to certain provisions and compliance with covenant requirements, including those described below and in Note 7. Of this total debt outstanding, $1,504.6 million relates to project specific non-recourse financing that is backed by solar energy system operating assets. The breach of any of the Credit Facility provisions or covenants could result in a default under the Credit Facility and could trigger acceleration of repayment, and a cross default on our 2019 Notes and Term Loan, which could have a significant adverse effect on our liquidity and our business. While we expect to comply with the provisions and covenants of the Credit Facility agreement, the Indenture for the 2019 Notes and the Term Loan through 2012, deterioration in the worldwide economy and our operational results could cause us to not be in compliance. While we would attempt to obtain waivers for noncompliance, we may not be able to obtain waivers, which could have a significant adverse effect on our liquidity and our business.

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The excess of the Credit Facility commitment capacity over the current level of outstanding letters of credit and cash borrowings represents the additional borrowing availability under the Credit Facility. The Credit Facility contains representations, covenants and events of default typical for credit arrangements of comparable size, including a variable minimum liquidity amount and a consolidated leverage ratio. The company's compliance with these covenants is measured at the end of each calender quarter. The Credit Facility also contains a customary material adverse effects clause and a cross default clause. The cross default clause is applicable to defaults on other indebtedness in excess of $35 million excluding our non-recourse indebtedness. As of September 30, 2012, we were in compliance with all covenants. Our liquidity position was in excess of the minimum liquidity amount on our Credit Facility by $480.3 million and our consolidated leverage ratio was 2.4. We anticipate compliance with all covenants for at least the next twelve months. However, the ability to comply with these provisions may be affected by events beyond our control.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying condensed consolidated financial statements and related footnotes. In preparing these financial statements, we have made our best estimates of certain amounts included in the financial statements. Application of these accounting policies and estimates, however, involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. In arriving at our critical accounting estimates, factors we consider include how accurate the estimate or assumptions have been in the past, how much the estimate or assumptions have changed and how reasonably likely such change may have a material impact. Our critical accounting policies and estimates are more fully described in Item 7 and Note 2 of Notes to Consolidated Financial Statements, included in Exhibit 13 to our Annual Report on Form 10-K for the year ended December 31, 2011. There have been no significant changes to our critical accounting policies and estimates since December 31, 2011.

RECENTLY ISSUED ACCOUNTING STANDARDS

None.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements set forth in this Form 10-Q or statements incorporated by reference from documents we have filed with the Securities and Exchange Commission may contain forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, statements regarding demand and/or pricing of our products or the pricing environment in the future; our statements regarding realization of the benefits of our tax assets; our expectations relating to repatriation tax effects; our statements regarding our exposure to indemnification of our solar energy system customers; the timing of reclassification of our currency forward contracts; the appropriateness of our tax positions and the timing of our tax audits; the timing of our various manufacturing ramps or the cessation of production at certain facilities; the timing of completion of our consolidation of worldwide equipment to the Ipoh, Malaysia facility; the anticipated growth of our business in 2012 and beyond; our expectation that we will have the financial resources and capabilities needed to meet our business requirements throughout 2012; our expectation that overall R&D spend will decrease in 2012; future amendments or termination of our agreements with our long-term solar wafer customers; our estimates of penalties associated with termination of certain of our long-term supply contracts with our vendors; our expectations regarding solar wafer sales to external parties and sales of our solar energy systems; the nature and extent of tax rebate programs or feed-in-tariffs in the future; the ultimate impact our legal proceedings may have on us; the outcome of any unfair trade practices cases or investigations and the impact such cases or investigations may have on us; the charges we expect to incur, the timing of completion, the savings we expect to realize, the number of employees who will be affected and our execution of our announced restructurings; our expectations regarding our future cash flow generation; the classification of our solar energy systems as direct sales, sale-leasebacks or held systems and the current and subsequent accounting treatment of such transactions; our expectations regarding our investments and intended effects of our joint ventures; the sources of funding and our ability to access funding for our SunEdison business; statements regarding the timing of various milestones of our joint ventures; the requirements of and our compliance with the terms governing our indebtedness, including the indenture governing the 2019 Notes, our Credit Facility and our Term Loan, our ability to compete effectively in the markets we serve; and our statements regarding our working capital and other capital requirements for the next 12 months.

These statements generally can be identified by the use of forward-looking words or phrases such as “believe,” “expect,”

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“anticipate,” “may,” “could,” “intend,” “belief,” “estimate,” “plan,” “likely,” “will,” “should” or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date that they were made. Factors that could cause actual results to differ materially are set forth under “Item 1A. Risk Factors," in our Form 10-K for the year ended December 31, 2011 and in our Form 10-Q for the period ended June 30, 2012.

These cautionary statements should be considered in connection with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There has been no material change to MEMC's market risks since December 31, 2011. Please refer to “Market Risk” included in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2011. Also see Note 8 to our unaudited condensed consolidated financial statements included herein.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation as of September 30, 2012, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2012, solely as a result of the issue giving rise to the change in our internal control over financial reporting described below.

Management identified an error in the three and six-month periods ended June 30, 2012 relating to amounts presented in ending inventory. See note 1, Notes to Condensed Consolidated Financial Statements, for more specific information relating to adjustments made to correct this error.  This issue was identified by finance management at both the Solar Energy segment level and the corporate level during the close of the third quarter. Corrective actions were taken (see description below) and we determined that the effects of the adjustments to the first and second quarters of 2012 were not material.  

Notwithstanding this issue, our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that the condensed consolidated financial statements included in the Form 10-Q for the quarter ended September 30, 2012 present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Changes in Internal Control Over Financial Reporting

In connection with our preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2012, we identified a control deficiency relating to the design and operation of controls concerning the valuation of our consolidated inventories and solar energy systems held for development and sale. Specifically, we discovered that profit in ending inventory from intercompany solar wafer sales from MEMC Kuching to MEMC Singapore had not been eliminated after sales by MEMC Singapore to certain cell vendors under buy-sell arrangements for conversion to solar modules for use by SunEdison. Under these arrangements, the solar wafers in the solar cells sold by MEMC Singapore to the cell vendors are accounted for as tolling arrangements by MEMC. As a result, the profit from the MEMC Kuching sale to MEMC Singapore must be eliminated until the solar module is sold externally or used in connection with a SunEdison solar energy system that is sold in a direct sale. Our SAP reports were not configured to provide for elimination of profit with non-MEMC entities (i.e., the cell and module vendors) in connection with these arrangements.

We changed and are in process of making additional changes to our internal control over financial reporting processes surrounding the elimination of profit in ending inventory as of the end of the quarter ended September 30, 2012 to prevent and/or detect potential future errors. Specifically, we implemented a process to quantify profit in ending inventory outside the SAP

53

system, increased our documentation of inventory assumptions, instituted a process with vendors to identify MEMC Kuching wafer inventory included in our tolling arrangements, imposed an independent review by the director of corporate accounting on a monthly basis and are in the process of implementing a new consolidations system. We believe these remediation steps will address the identified control deficiency and will enhance our internal control over financial reporting, as well as our disclosure controls and procedures. Aside from these changes, there have been no other changes in MEMC's internal control over financial reporting during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, MEMC's internal control over financial reporting.

54

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 15 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for disclosures concerning our legal proceedings, which disclosures are incorporated herein by this reference.

Item 1A. Risk Factors.

In addition to the information set forth below and elsewhere in this Form 10-Q, you should carefully consider the factors under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2011 and our Form 10-Q for period ended June 30, 2012. These risks could materially and adversely affect our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Since 2007, our Board of Directors has had in place a share repurchase program. There were no repurchases during the third quarter of 2012.

Dividend Restrictions

In connection with our March 10, 2011 issuance of the 2019 Notes, we entered into an indenture which restricts us and certain of our subsidiaries from making “restricted payments,” as defined in the indenture. Our Credit Facility and Term Loan also contain similar restrictions on restricted payments. These restricted payments include the declaration or payment of any dividend or any distribution on account of our or our subsidiaries' equity interests and may not be made unless criteria, as set forth in the indenture, have been met. The indenture and our corporate Credit Facility and Term Loan also restrict the usage of our working capital in certain situations.

55

Item 6. Exhibits.

Exhibit Number	Description
3-(i)	Restated Certificate of Incorporation of MEMC (incorporated by reference to Exhibit 3-a of MEMC’s Form 10-Q for the Quarter ended June 30, 1995)
3-(i)(a)	Certificate of Amendment of Restated Certificate of Incorporation of MEMC as filed with the Secretary of State of the State of Delaware on June 2, 2000 (incorporated by reference to Exhibit 3-(i)(a) of MEMC’s Form 10-Q for the Quarter ended June 30, 2000)
3-(i)(b)	Certificate of Amendment of Restated Certificate of Incorporation of MEMC as filed with the Secretary of State of the State of Delaware on July 10, 2002 (incorporated by reference to Exhibit 3-(i)(b) of MEMC’s Form 10-Q for the Quarter ended September 30, 2002)
3(ii)	Restated By-laws of MEMC (incorporated by reference to Exhibit 3.1 of MEMC’s Form 8-K filed on February 25, 2010)
10.96	Second Lien Credit Agreement, dated September 28, 2012, by and among the Company, Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and the lenders party thereto (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 2, 2012)
10.97	Guaranty Agreement by and between each of the guarantor subsidiaries in favor of Goldman Sachs Bank USA as Administrative Agent for the benefit of itself and the secured parties named therein (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on October 2, 2012)
10.98	Fourth Amendment to the Credit Agreement dated as of March 23, 2011 (and amended on September 28, 2011, February 28, 2012 and May 8, 2012), dated September 28, 2012, by and among the Company, the guarantors identified therein, the lenders identified therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on October 2, 2012)
10.99	Termination Agreement dated as of September 25, 2012 by and among the Company, MEMC Singapore Pte. Ltd. and Conergy AG.
10.100	Settlement Agreement Pertaining to the On-Site Supply Agreement dated as of September 4, 2012 by and among the Company, MEMC Electronic Materials S.p.A., Evonik Industries AG, Evonik Degussa GMBH and Evonik Degussa Italia S.p.A.
10.101	Settlement Agreement Pertaining to the Off-Site Supply Agreement dated as of September 4, 2012 by and among the Company, MEMC Electronic Materials S.p.A., Evonik Industries AG and Evonik Degussa GMBH.
10.102	Amendment Agreement to the On-Site Settlement Agreement and the Off-Site Settlement Agreement dated as of September 24, 2012, by and among the Company, MEMC Electronic Materials S.p.A., Evonik Industries AG, Evonik Degussa GMBH and Evonik Degussa Italia S.p.A.
31.1	Certification by the Chief Executive Officer of MEMC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification by the Chief Financial Officer of MEMC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification by the Chief Executive Officer and the Chief Financial Officer of MEMC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

56

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MEMC Electronic Materials, Inc.
	/s/ Brian Wuebbels
November 9, 2012	Name:	Brian Wuebbels
	Title:	Executive Vice President and Chief Financial Officer (on behalf of the registrant and as principal financial officer)

57

EXHIBIT INDEX

The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.

Number Exhibit	Description
10.99	Termination Agreement dated as of September 25, 2012 by and among the Company, MEMC Singapore Pte. Ltd. and Conergy AG.
10.100	Settlement Agreement Pertaining to the On-Site Supply Agreement dated as of September 4, 2012 by and among the Company, MEMC Electronic Materials S.p.A., Evonik Industries AG, Evonik Degussa GMBH and Evonik Degussa Italia S.p.A.
10.101	Settlement Agreement Pertaining to the Off-Site Supply Agreement dated as of September 4, 2012 by and among the Company, MEMC Electronic Materials S.p.A., Evonik Industries AG and Evonik Degussa GMBH.
10.102	Amendment Agreement to the On-Site Settlement Agreement and the Off-Site Settlement Agreement dated as of September 24, 2012, by and among the Company, MEMC Electronic Materials S.p.A., Evonik Industries AG, Evonik Degussa GMBH and Evonik Degussa Italia S.p.A.
31.1	Certification by the Chief Executive Officer of MEMC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification by the Chief Financial Officer of MEMC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification by the Chief Executive Officer and the Chief Financial Officer of MEMC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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EX-10.99

Exhibit 10.99

TERMINATION AGREEMENT

Among

MEMC SINGAPORE PTE. LTD.,

MEMC ELECTRONIC MATERIALS, INC.,

And

CONERGY AG

Dated as of

September 25, 2012

TABLE OF CONTENTS

		Page
ARTICLE I	TERMNATION TRANSACTIONS	2
1.1	Wafer Supply Contract Termination	2
1.2	Transfer of Conergy's Operations & Maintenance Business	3
ARTICLE II	REPRESENTATIONS AND WARRANTIES OF CONERGY	9
2.1	Organization, Existence and Standing	9
2.2	Capacity; Authorization	9
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE MEMC PARTIES	10
3.1	Organization, Existence and Standing	10
3.2	Capacity; Authorization	10
ARTICLE IV	SURVIVAL; INDEMNIFICATION	11
4.1	Survival	11
4.2	No Other Representations or Warranties	11
ARTICLE V	MUTUAL RELEASES	12
5.1	Mutual General Releases	12
5.2	Carveouts to Releases	13
5.3	Certain Provisions of General Applicability Regarding Article V	13
ARTICLE VI	GENERAL PROVISIONS	14
6.1	Expenses	14
6.2	Notices	14
6.3	Governing Law; Consent to Jurisdiction	15
6.4	Counterparts	15
6.5	Headings; Annexes; Exhibits	16
6.6	Entire Agreement	16
6.7	Third-Party Beneficiaries	16
6.8	Assignment	16
6.9	Interpretation; Absence of Presumption	16
6.10	Severability	17
6.11	Amendments; Waiver	17
6.12	Confidentiality of Agreement	17

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this "Agreement") is made as of September 24, 2012 by and among (i) MEMC SINGAPORE PTE. LTD., a Singapore corporation (“MEMC Singapore”), (ii) MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (“MEMC”; MEMC and MEMC Singapore may be referred to herein collectively as the “MEMC Parties” and individually as a “MEMC Party”), and (iii) CONERGY AG, a German corporation (“Conergy”). MEMC Singapore, MEMC and Conergy together shall be referred to as the “Parties” and individually as a “Party”. Capitalized terms not otherwise defined in this Agreement are used as defined in Exhibit A hereto or, if not defined in Exhibit A hereto, in the Wafer Supply Contract (as such term is defined in Exhibit A hereto).

WITNESSETH:

WHEREAS, MEMC Singapore is a wholly owned subsidiary of MEMC; and

WHEREAS, on (or as of) October 25, 2007, MEMC and Conergy entered into that certain Solar Wafer Supply Agreement, pursuant to which MEMC agreed to supply to Conergy, and Conergy agreed to purchase from MEMC, solar wafers over a ten year period; and

WHEREAS, on October 26, 2007, pursuant to Section 7.6 of the Solar Wafer Supply Agreement, MEMC assigned the Solar Wafer Supply Agreement to MEMC Singapore; and

WHEREAS, on (or as of) July 10, 2008, MEMC Singapore and Conergy amended the October 25, 2007 Solar Wafer Supply Agreement, by executing Amendment No. 1 to Solar Wafer Supply Agreement (the “First Amendment”) between MEMC Singapore and Conergy; and

WHEREAS, on (or as of) January 24, 2010, MEMC Singapore and Conergy further amended the October 25, 2007 Solar Wafer Supply Agreement, as theretofore amended, by executing Amendment No. 2 to Solar Wafer Supply Agreement (the “Second Amendment”) between MEMC Singapore and Conergy; and

WHEREAS, in light of developments in the solar industry, Conergy has requested, and the MEMC Parties have expressed a willingness to agree to, a termination of the Solar Wafer Supply Agreement, as amended, on terms and conditions as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

TERMINATION TRANSACTIONS

- 1 -

62075904_4

1.1Wafer Supply Contract Termination.

(a)The Wafer Supply Contract shall be terminated, and the Wafer Supply Contract shall cease to have any further force or effect, in each case automatically (i) upon receipt by MEMC Singapore of payment of the Outstanding Demand (as defined in Section 1.1(c) below); and (ii) upon receipt by MEMC Singapore of the letter of credit pursuant to Section 1.1(d) hereof.  Upon the occurrence of the events identified in (i) and (ii) of the foregoing sentence, the termination of the Wafer Supply Contract shall have retroactive effect to the date hereof.  MEMC Singapore and Conergy acknowledge that, except as specified in Section 1.1(d) hereof, there are no outstanding purchase orders under the Wafer Supply Contract.

(b) MEMC Singapore currently holds a Refundable Capacity Reservation Deposit in the amount of $21,300,000 (the “Existing RCRD”). Not later than noon, New York City Time, on September 26, 2012, MEMC Singapore shall wire transfer an amount equal to the Existing RCRD (without any setoff or deduction of any nature whatsoever) to the Escrow Agent, to be held in escrow (pursuant to the Escrow Agreement) pending, and to be released to Conergy upon, (i) if the Escrow Agent is Commerzbank, New York Branch, the earlier of (x) receipt by Commerzbank, New York Branch of a Fedwire tracking number or Fed reference number in respect of the payment of the Outstanding Demand to MEMC Singapore (which, for the avoidance of doubt, includes payment of the Outstanding Demand in accordance with MEMC Singapore’s instructions), or (y) notice from MEMC or MEMC Singapore to the effect that payment of the Outstanding Demand has been received, or (ii) if the Escrow Agent is other than Commerzbank, New York Branch, the Escrow Agent’s receipt of either (x) notice from Commerzbank, New York Branch to the effect set forth in clause (i)(x), or (y) notice from MEMC or MEMC Singapore to the effect that payment of the Outstanding Demand has been received (such release to Conergy to be deemed to constitute the refund of the entire Existing RCRD to Conergy).  The MEMC Parties, jointly and severally, covenant immediately upon receipt of payment of the Outstanding Demand to notify the Escrow Agent thereof. The Parties shall use their respective best efforts to retain the Escrow Agent, and enter into the Escrow Agreement, as soon as possible after the execution and delivery hereof (and, in any event, prior to noon, New York City Time, on September 26, 2012).

(c)Conergy has caused two letters of credit to be delivered to MEMC Singapore by Commerzbank (or Commerzbank, New York Branch) pursuant to the Wafer Supply Contract, one (number 150STB08300366) in the amount of $21,200,000 (the “Original Letter of Credit”) and one (number 150STB12300168) in the amount of $8,308,906.25 (the “New Letter of Credit”). Conergy acknowledges that the MEMC Parties made a valid demand based on justified claims on the Original Letter of Credit on September 17, 2012 (the “Outstanding Demand”) prior to its expiration and that Commerzbank has acknowledged the validity of the Outstanding Demand and will make payment in full thereunder to MEMC Singapore on September 27, 2012. The MEMC Parties agree that the New Letter of Credit is hereby cancelled, with immediate effect. MEMC Singapore shall deliver the executed originals of each of the Original Letter of Credit and (to the extent the same was delivered to MEMC Singapore or MEMC) the New Letter of Credit to Conergy or, at MEMC Singapore’s option, directly to Commerzbank, New York Branch, without undue delay after the execution and delivery hereof.

MEMC Singapore represents and warrants to Conergy that neither of the MEMC Parties has made any draw on the New Letter of Credit and covenants that neither MEMC nor MEMC Singapore shall hereafter make any draw on the New Letter of Credit. MEMC Singapore shall execute and deliver to Commerzbank, New York Branch (with a copy to Conergy) a letter in the form of Annex A hereto by the close of business in New York City on September 25, 2012. Without limitation of the foregoing, MEMC Singapore forthwith shall execute and deliver to Commerzbank, New York Branch such further instruments, and take such further actions, as Commerzbank, New York Branch reasonably may request in order to effect or evidence MEMC Singapore’s irrevocable consent to the cancellation of the New Letter of Credit (including all rights to make any draw thereunder). Nothing in this Agreement shall be read or construed to affect in any way the scheduled payment to MEMC Singapore by Commerzbank of the Outstanding Demand on September 27, 2012.

(d)As of the date hereof, the invoices (for product delivered by MEMC Singapore to Conergy pursuant to the Wafer Supply Contract) listed in Annex B hereto remain (disregarding the deduction/setoff notice in respect thereof dated September 5, 2012 delivered by Conergy to MEMC Singapore, which notice MEMC Singapore disputes and has not recognized) outstanding in the aggregate amount of $5,499,564.00 (collectively, the “Outstanding Payables”). The Parties agree that the Outstanding Payables shall become due on July 1, 2013 and shall carry interest of 8% per annum calculated on a 360 days basis from the original due dates thereof as set forth in Annex B. As security for the payment of the Outstanding Payables when due, Conergy shall deliver to MEMC Singapore (by delivery to its counsel, Bryan Cave, in Frankfurt, Germany) a new letter of credit in the amount of $5,500,000 and in substantially the form of Annex C hereto not later than the close of business in Frankfurt, Germany on September 25, 2012.

1.2Transfer of Conergy’s Operations & Maintenance Business.

(a)Conergy’s indirectly wholly owned German subsidiary Conergy Services GmbH (“Conergy Services”) is currently a party to approximately 260 contracts with third party customers under which Conergy Services is obliged against monetary consideration to provide certain operations and maintenance services to such customers (the “German O&M Customer Contracts”). The German O&M Customer Contracts represent solar power plants in an aggregate output volume of approximately 120MW. Conergy Services fulfills its duties under the German O&M Customer Contracts either by itself or via third party subcontractors with which Conergy Services has concluded subcontractor agreements (regarding field service and maintenance tasks) for monetary consideration (the “German O&M Subcontractor Contracts”) (the German O&M Customer Contracts together with the German O&M Subcontractor Contracts together the “German O&M Contracts”).

(b)In addition, Conergy’s indirectly wholly owned Italian subsidiary Conergy Italia S.P.A. (“Conergy Italy”) is currently a party to approximately 30 contracts with third party customers under which Conergy Italy is obliged against monetary consideration to provide certain operations and maintenance services to such customers (the “Italian O&M Customer Contracts”). The Italian O&M Customer Contracts represent solar power plants in an aggregate

output volume of approximately 25MW. Conergy Italy fulfills its duties under the Italian O&M Customer Contracts either by itself or via third party subcontractors with which Conergy Italy has concluded subcontractor agreements (regarding field service and maintenance tasks) for monetary consideration (the “Italian O&M Subcontractor Contracts”) (the Italian O&M Customer Contracts together with the Italian O&M Subcontractor Contracts together the “Italian O&M Contracts”).

(c)Finally, Conergy’s indirectly wholly owned Spanish subsidiary Conergy Espana S.L.U. (“Conergy Spain”) is currently a party to approximately 10 contracts with third party customers under which Conergy Spain is obliged against monetary consideration to provide certain operations and maintenance services to such customers (the “Spanish O&M Customer Contracts”). The Spanish O&M Customer Contracts represent solar power plants in an aggregate output volume of approximately 30MW. Conergy Spain fulfills its duties under the Spanish O&M Customer Contracts either by itself or via third party subcontractors with which Conergy Spain has concluded subcontractor agreements (regarding field service and maintenance tasks) for monetary consideration (the “Spanish O&M Subcontractor Contracts”).

(Spanish O&M Customer Contracts together with the Spanish O&M Subcontractor Contracts together the “Spanish O&M Contracts”).

(Conergy Services, Conergy Italy and Conergy Spain, each a “Conergy Company”and together the “Conergy Companies”).

(German O&M Customer Contract, Italian O&M Customer Contracts and Spanish O&M Customer Contracts together the “Conergy O&M Customer Contracts”).

(German O&M Subcontractor Contracts, Italian O&M Subcontractor Contracts and Spanish O&M Subcontractor Contracts together the “Conergy O&M Subcontractor Contracts”).

(German O&M Contracts, Italian O&M Contracts and Spanish O&M Contracts together “Conergy O&M Contracts”).

(d)The Parties have agreed that, as consideration to MEMC Singapore for the termination of the Wafer Supply Contract, Conergy shall assign and transfer the entire current Conergy O&M Contracts portfolio to MEMC subject to the following terms and conditions:

(A)    Without undue delay and as far as legally and contractually permissible, after the end of the Due Diligence Period (as defined in Section 1.2(d)(E)(ii) below), and after MEMC has identified for the Conergy Parties the Conergy O&M Contracts MEMC intends to assume (as described in Section 1.2(d)(E)(ii) below) by providing to the Conergy Parties the list of Assumed Contracts that MEMC determines to assume or reject (as described in Section 1.2(d)(E)(ii) below), and subject in any event to Section 1.2(d)(E)(ii)(VI), Conergy shall cause the Conergy Companies to assign and transfer each of such Assumed Contracts to MEMC or an assignee denominated by MEMC (the “MEMC Assignee”). The Conergy Companies and

MEMC or the MEMC Assignee, respectively, shall enter or be caused to enter into individual transfer agreements with respect to the individual Assumed Contracts under applicable local laws without undue delay (the “O&M Contract Transfer Agreements”) after receipt of the list of Assumed Contracts from MEMC. The O&M Contract Transfer Agreements shall be governed by the laws of Germany, Italy or Spain, respectively, and shall include only (x) language required for the assignment of the Conergy O&M Contracts and (y) the terms expressly agreed in this Section 1.2(d).

(B)    MEMC hereby undertakes towards Conergy that MEMC and/or the MEMC Assignee, respectively, will assume the Assumed Contracts by way of assumption of contract with effect as per the individual transfer date; it being understood that Conergy and/or the respective Conergy Company remains fully liable for all obligations prior to the individual transfer date, and the MEMC Parties assume no liability for any actions or inactions by the Conergy Companies prior to such date, including any obligation or liability for any breaches of contract or any injury or damage caused by products manufactured or sold, or by services rendered, by Conergy or the Conergy Companies prior to the individual transfer date (including any obligations and liabilities under product warranties or product liability for such products supplied prior to the individual transfer date). Conergy accepts such undertaking on its own behalf and on behalf of the Conergy Companies. On the other hand, MEMC shall take, and shall cause the MEMC Assignees to take, such action (including turnover to the Conergy Companies of payments received pursuant to the Assumed Contracts) as is necessary so that, as between the Conergy Companies, on the one hand, and MEMC and the MEMC Assignees, on the other hand, the Conergy Companies, as opposed to MEMC and the MEMC Assignees, receive all payments and other benefits under the Assumed Contracts attributable to work performed (including goods supplied or services provided) prior to the relevant individual transfer dates.

(C)    The Parties, the Conergy Companies and the MEMC Assignee, respectively, shall mutually use or caused to be used by the Parties reasonable best efforts to obtain any consent of any third party legally or contractually required for the transfer and assumption of any of the Assumed Contracts in accordance with Sections 1.2(d)(A) and 1.2(d)(B) (provided that no Party shall be obligated to offer any money or any other consideration to any such third party in order to secure such consent (although a Party may unilaterally offer or pay money or any other consideration to any such third party in order to secure such consent if the Party chooses to do so)).

(D)    Only with respect to the Conergy Subcontractor Contracts constituting Assumed Contracts:

(i)    If the consent of a third party to a transfer and assumption of a particular Conergy Subcontractor Contract cannot be obtained pursuant to Section 1.2(d)(C), the relevant Conergy Company shall assign (and MEMC or the relevant MEMC Assignee, as the case may be, shall accept such assignment), as far as legally possible and contractually permitted (but only as far as legally possible and contractually permitted), all claims, rights and obligations under such Conergy Subcontractor Contract, and the respective Conergy Company and MEMC

or the relevant MEMC Assignee, as the case may be, shall jointly notify such third party of such assignment and assumption.

(ii)    Furthermore, if the consent of a third party to a transfer and assumption of a particular Conergy Subcontractor Contract cannot be obtained pursuant to Section 1.2(d)(C), the relevant Conergy Company party to such Conergy Subcontractor Contract will, in respect of the external relationship, remain the party to the relevant Conergy Subcontractor Contract for as long as such third party consent cannot be obtained. The relevant Conergy Company and MEMC or the relevant MEMC Assignee, as the case may be, respectively, for the purposes of their internal relationship, shall behave and treat each other as if consent had been obtained and the assumption and transfer had been effected. In particular, the relevant Conergy Company shall continue to administer such Conergy Subcontractor Contract and the rights and obligations related thereto (in each case, as far as they have not been assigned to MEMC or the relevant MEMC Assignee in accordance with Section 1.2(d)(D)(i)) in its own name but for the account of MEMC or the relevant MEMC Assignee, in accordance with the instructions of MEMC or the relevant MEMC Assignee. MEMC or the MEMC Assignee shall indemnify and hold harmless the respective Conergy Company with regard to any claims or any costs incurred as from the individual transfer date of a Conergy Subcontractor Contract, if and to the extent the respective Conergy Company does comply with the instructions of MEMC or the MEMC Assignee.

(iii)    If any arrangement pursuant to Section 1.2(d)(D)(ii) is not permitted under the terms of any Conergy Subcontractor Contract, and/or the relevant third party subcontractor does not grant its consent to the transfer and assumption of the respective Conergy Subcontractor Contract within 6 months of the end of the Due Diligence Period, the respective Conergy Company may terminate such Conergy Subcontractor Contract in accordance with its terms at its own discretion, with at least 10 Business Days advance notice to MEMC.

(iv)    For the avoidance of doubt, this Section 1.2(d)(D) above shall not apply to any Conergy O&M Customer Contract constituting an Assumed Contract. If a third party approval is required for the assignment and assumption of any such Conergy O&M Customer Contract pursuant to this Section 1.2(d), such assignment and assumption will not occur unless and until such third party approval has been obtained. If such third party approval cannot be obtained within 6 months of the end of the Due Diligence Period, the relevant Conergy O&M Customer Contract shall not be assigned and assumed pursuant to this Section 1.2(d) but shall instead remain with the respective Conergy Company for its own benefit for good. This Section 1.2(d)(D)(iv) does not affect Section 1.2(d)(C).

(E)    Additional Terms with respect to the Assignment and Transfer of the Conergy O&M Contracts; Due Diligence Period; Assumed Contracts.

(i)    The proposed assignment and transfer of the Conergy O&M Contracts set forth herein shall expressly only include the Conergy O&M Contracts. For the avoidance of doubt it shall expressly not include any employee, officer or director, software infrastructure, IP rights and any monitoring systems engaged or maintained by any of the Conergy Companies nor any shares in any Conergy Company; provided however, that if a

monitoring system has been installed in respect of any of the Conergy O&M Contracts and if MEMC so requests, Conergy for a period of up to 12 months after the date hereof agrees to continue to provide such monitoring services and facilitate the migration of such monitoring services to MEMC or an MEMC Assignee in respect of such Contract at the request of MEMC and upon the agreement of MEMC to pay Conergy a reasonable fee for such monitoring system services, which shall include reasonable cost of migration. In case that any of the employment relationships with any employees of Conergy will be transferred to any MEMC Party by statutory law, all obligations and liabilities relating to such employees, including reasonable costs of termination of their employment, shall exclusively be borne by Conergy and the Conergy Companies, unless MEMC elects to take over such transferred employees. In case MEMC does not elect to take over such employees, MEMC undertakes to terminate the respective employment relationship by giving notice of termination with effect to the earliest possible date. In case of litigation in court in respect of an employment relationship so terminated, MEMC shall obtain Conergy’s prior written consent before taking any legally binding and/or cost incurring measures, in particular but not limited to procedural acts and agreements of any kind.

(ii)    

(I)    Subject to the remaining provisions of this Section 1.2(d)(E)(ii), the proposed assignment and transfer of the Conergy O&M Contracts shall expressly encompass the entire current list of Conergy O&M Contracts as of the date of this Agreement. Subject to the remaining provisions of this Section 1.2(d)(E)(ii), Conergy shall not be entitled to withhold any current Conergy O&M Contract from its obligation to assign and transfer all current Conergy O&M Contracts to MEMC or the MEMC Assignee as set forth in this Section 1.2(d) above. MEMC shall be entitled to review each of the Conergy O&M Contracts and conduct appropriate and reasonable due diligence with respect to each of such contracts over a period commencing on the date of this Agreement and continuing for a period of ninety (90) calendar days after the date hereof (the “Due Diligence Period”).

(II)    During the Due Diligence Period, as far as legally and contractually permitted, Conergy agrees to make available to MEMC all reasonably requested information in respect of the Conergy O&M Contracts, including information in respect of historical performance under the Conergy O&M Contracts by all parties to such contracts. MEMC will enter into a separate confidentiality agreement with Conergy enabling MEMC to conduct such due diligence.

(III)    MEMC may, in accordance with (and only in accordance with) the remaining provisions of this Section 1.2(d)(E)(ii), reject the assignment and transfer of individual Conergy O&M Contracts, on a contract-by-contract basis, in its sole discretion and shall not be deemed to have assumed any Conergy O&M Contract so rejected. For those Conergy O&M Contracts that MEMC has not rejected the assignment and transfer thereof in accordance with the remaining provisions of this Section 1.2(d)(E)(ii), such contracts shall, subject to Section 1.2(d)(E)(ii)(VI) below, constitute an “Assumed Contract” under this Agreement. For the avoidance of doubt, no Conergy O&M Contract other than Assumed Contracts shall be assigned or transferred to MEMC or any MEMC Assigned pursuant to this Section 1.2(d).

(IV)    Not later than the 60th calendar day of the Due Diligence Period, MEMC shall provide Conergy with a tentative list of the Conergy O&M Contracts (if any) that MEMC elects to reject. If MEMC does not so elect tentatively to reject any of the Conergy O&M Contracts prior to or on such 60th calendar day, then the Due Diligence Period shall be deemed to have ended on such 60th calendar day and no Conergy O&M Contracts shall be rejected.

(V)    If, not later than such 60th calendar day, MEMC so delivers a tentative list of rejected Conergy O&M Contracts, then Conergy shall have the right to accept MEMC’s tentative list of rejected Conergy O&M Contracts or to deliver to MEMC, not later than the 75th calendar day of the Due Diligence Period, a modified list of rejected Conergy O&M Contracts. Conergy’s modified list may delete Conergy O&M Contracts that were on MEMC’s tentative list of rejected Conergy O&M Contracts. If Conergy fails so to timely deliver such a modified list to MEMC, Conergy shall be deemed to have accepted MEMC’s tentative list. If Conergy accepts, or is deemed to have accepted, MEMC’s tentative list of rejected Conergy O&M Contracts, then MEMC’s tentative list of rejected Conergy O&M Contracts shall become final and the Due Diligence Period shall be deemed to have ended on the date of such acceptance or deemed acceptance, as the case may be.

(VI)    If, not later than such 75th calendar day, Conergy delivers a modified list of rejected Conergy O&M Contracts to MEMC, then the Parties shall spend at least the next 14 calendar days negotiating in good faith the modified list of rejected Conergy O&M Contracts in order to try to come to an agreement on the list. At the end of that negotiation period (should it occur), MEMC shall have the right, by notice to such effect to Conergy delivered prior to the last day of the Due Diligence Period, to: (i) accept Conergy’s modified list, after such negotiation period, in which case such modified list (as negotiated) shall be the final list of rejected Conergy O&M Contracts for all purposes of this Section 1.2(d), (ii) elect that there shall be no rejected Conergy O&M Contracts, in which case there shall be no such rejected Conergy O&M Contracts, or (iii) elect to receive a $3,000,000 cash payment (the “O&M Cash Payment”). If MEMC fails to timely make one of such elections, then MEMC shall be deemed to have accepted Conergy’s modified list (as may have been further negotiated). If MEMC elects the O&M Cash Payment, then, any term of this Section 1.2(d) to the contrary notwithstanding, (x) none of the Conergy O&M Contracts shall constitute an “Assumed Contract” (and no such Conergy O&M Contract shall be assigned and transferred to MEMC or any MEMC Assignee) and (y) Conergy instead shall pay MEMC Singapore the O&M Cash Payment in three equal installments, each such installment being due and payable on the last business day of June, September and December of 2013. As security for the payment of the O&M Cash Payment when due (if applicable), Conergy shall deliver to MEMC (by delivery to its counsel, Bryan Cave, in New York City) a letter of credit (drawn on Commerzbank, New York Branch, or such other New York bank reasonably acceptable to MEMC) for the O&M Cash Payment no later than noon, New York City Time, on September 26, 2012 (the “O&M Letter of Credit”). Upon payment by Conergy of each installment of the O&M Cash Payment, MEMC shall cooperate with Conergy in ensuring that a respective reduction of the O&M Letter of Credit is actually effected and to make any declarations, in particular vis-à-vis the bank issuing the O&M Letter of

Credit, necessary or useful for ensuring such reduction of the amount of the O&M Letter of Credit.

(VII)    The Parties acknowledge that it is their mutual intent to keep the number of rejected Conergy O&M Contracts to the lowest amounts mutually commercially reasonable. Without limitation of the foregoing, MEMC acknowledges that it is being given the right to reject the assignment and transfer of individual Conergy O&M Contracts not to enable MEMC to “cherry-pick” the most attractive of the Conergy O&M Contracts, but rather to avoid MEMC having to assume individual Conergy O&M Contracts that, for reasons other than the basic economics thereof, would be unreasonable, impractical or unduly burdensome for MEMC to assume, and MEMC shall exercise its right to reject the assignment and transfer of individual Conergy O&M Contracts in a manner that is consistent with the foregoing. Conversely, Conergy shall have the right to submit modified list of rejected Conergy O&M Contracts only if Conergy concludes, in good faith and having earnestly considered adjustments to its business plan that might permit Conergy to avoid such a burdensome effect, that it would be burdensome to Conergy (to a non-de minimus extent) to continue to have to perform the Conergy O&M Contracts specified in MEMC’s tentative list of rejected Conergy O&M Contracts if the other Conergy O&M Contracts are transferred to MEMC (or one or more MEMC Assignees). For the avoidance of doubt, MEMC’s tentative list of rejected Conergy O&M Contracts may take the form of a list of specific Conergy O&M Contracts that MEMC elects to have transferred to it, in which case MEMC shall be deemed to have designated each other Conergy O&M Contract in effect on the date hereof as a rejected Conergy O&M Contract.

(iii)    The assignment and transfer of the Conergy O&M Contracts shall expressly only encompass the entire current Conergy O&M Contracts, i.e., the Conergy O&M Contracts that are in force at the date hereof. Any other future O&M contract of any company within the Conergy group after the date of this Agreement shall not be affected by this Agreement, nor shall any Conergy group company be restricted in any way to engage in any O&M business in any country in the future; provided, however, that as to the specific solar power plants represented by the Conergy O&M Contracts transferred hereunder, Conergy agrees to not solicit future O&M business as to those specific solar power plants only for a period of three (3) years after the date of this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF CONERGY

Conergy hereby represents and warrants to each of the MEMC Parties as follows:

2.1Organization, Existence and Standing. Conergy is a corporation duly incorporated, validly existing and in good standing under the laws of Germany.

2.2Capacity; Authorization. Conergy has full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or will be a party. The execution, delivery and performance by Conergy of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by Conergy of the

transactions contemplated hereby and thereby, have been authorized by all necessary action on the part of Conergy, and do not and will not (i) contravene or violate the certificate of incorporation or by-laws (or comparable governing instruments) of Conergy, (ii) require Conergy or any of its Affiliates to obtain, secure or make any Approval (including Approval of Conergy's shareholders or debt holders), or (iii) conflict with, or result in a breach of, any Legal Requirement to which Conergy or any of its Affiliates is subject. No Consent or other action by the stockholders of Conergy or any of its Affiliates is required in connection with the execution, delivery and performance by Conergy of this Agreement or the Ancillary Agreements to which it is or will be a party that has not heretofore been irrevocably obtained. This Agreement has been executed and delivered by Conergy. This Agreement constitutes the legal, valid and binding obligation of Conergy, enforceable against Conergy in accordance with its terms, except as such enforceability may be limited by applicable Legal Requirements relating to bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE MEMC PARTIES

The MEMC Parties, jointly and severally, hereby represent and warrant to Conergy, as follows:

3.1Organization, Existence and Standing. MEMC Singapore is a corporation duly incorporated, validly existing and in good standing under the laws of Singapore. MEMC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

3.2Capacity; Authorization. Each MEMC Party has full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or will be a party. The execution, delivery and performance by such MEMC Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such MEMC Party of the transactions contemplated hereby and thereby, have been authorized by all necessary action on the part of such MEMC Party, and do not and will not (i) contravene or violate the certificate of incorporation or by-laws (or comparable governing instruments) of such MEMC Party, (ii) require any MEMC Party or any of its Affiliates to obtain, secure or make any Approval (including Approval of MEMC or MEMC Singapore's shareholders or debt holders), or (iii) conflict with, or result in a breach of, any Legal Requirement to which such MEMC Party or any of its Affiliates is subject. No Consent or other action by the stockholders of any MEMC Party or any of its Affiliates is required in connection with the execution, delivery and performance by such MEMC Party of this Agreement or the Ancillary Agreements to which it is or will be a party that has not heretofore been irrevocably obtained. This Agreement has been executed and delivered by each MEMC Party. This Agreement constitutes the legal, valid and binding obligation of each MEMC Party, enforceable against each such MEMC Party in accordance with its terms, except as such enforceability may be limited by applicable Legal

Requirements relating to bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

ARTICLE IV

SURVIVAL; INDEMNIFICATION

4.1Survival. The representations, warranties, covenants and agreements contained in or made pursuant to this Agreement will indefinitely survive (and not be affected in any way by) the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or any investigation and inquiry made (or omitted) by or on behalf of any Party or any of their respective representatives or any information that any Party or any of their respective representatives may have received or may hereafter receive, in each case in accordance with their terms.

4.2No Other Representations or Warranties.

(a)EACH MEMC PARTY ACKNOWLEDGES AND AGREES THAT NEITHER CONERGY, NOR ANY PERSON ACTING ON BEHALF OF CONERGY, HAS MADE OR HEREBY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING WITHOUT LIMITATION AS TO FUTURE VIABILITY OR PROFITABILITY OF THE CONERGY O&M CONTRACTS, OR AS TO THE LEGAL ABILITY OF EACH OF THE CONERGY O&M CONTRACTS TO BE TRANSFERRED AS CONTEMPLATED BY THIS AGREEMENT), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT (AND CONERGY EXPRESSLY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES). EACH MEMC PARTY FURTHER ACKNOWLEDGES, CONSENTS AND AGREES THAT CONERGY WILL CONVEY, AND THE MEMC PARTIES WILL ACQUIRE (OR CAUSE TO BE ACQUIRED), THE ASSUMED CONTRACTS WHICH ARE FINALLY ASSIGNED BY CONERGY HEREUNDER (AT THE END OF THE DUE DILIGENCE PERIOD) WITHOUT ANY REPRESENTATION OR WARRANTY, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN ARTICLE 2 HEREOF. Every instrument delivered or caused to be delivered by Conergy pursuant to Section 1.2 (or otherwise pursuant to this Agreement) shall be deemed to be qualified by this Section 4.2(a) whether or not words to such effect are expressly set forth therein; PROVIDED HOWEVER, that in all events historical information (i.e., excluding any projections) provided to a MEMC Party by Conergy in response to the due diligence inquiry of an MEMC Party during the Due Diligence Period shall be true, correct and accurate in all material respects (as of the date as of which such information is presented) to the best of Conergy’s information and belief (to the actual knowledge of the members of the executive board of Conergy), provided, further that (i) neither MEMC Party may make any Claim against Conergy with respect to the undertaking set forth in the preceding proviso after the first anniversary of the date hereof and (ii) Conergy’s

aggregate Liability in respect of any and all Claims against it with respect to such undertaking may not, and shall not, exceed $2,000,000.

(b)    CONERGY ACKNOWLEDGES AND AGREES THAT NEITHER MEMC NOR MEMC SINGAPORE, NOR ANY PERSON ACTING ON BEHALF OF EITHER MEMC PARTY, HAS MADE OR HEREBY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT (AND EACH MEMC PARTY EXPRESSLY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES). Every instrument delivered or caused to be delivered by either MEMC Party pursuant to this Agreement shall be deemed to be qualified by this Section 4.2(b) whether or not words to such effect are expressly set forth therein.

ARTICLE V

MUTUAL RELEASES

5.1Mutual General Releases.

(a)Subject to Section 5.2, Conergy hereby (i) Releases each MEMC Party and (in their respective capacities as such) the respective past and present employees, officers, directors, executive board members, supervisory board members and representatives of each MEMC Party (all of the foregoing, collectively, the “MEMC Released Parties”) from (x) any and all Possible Claims that Conergy may have ever had, may now have or hereafter can, shall or may have against any MEMC Released Party, and (y) any and all Possible Liabilities which any of the MEMC Released Parties may have ever had, may now have or hereafter can, shall or may have to Conergy, in the case of each of (x) and (y) for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof, (ii) represents and warrants to each of the of MEMC Released Parties that it has not prior to the date hereof assigned or transferred any of the Claims and/or Liabilities Released, or intended or purported to be Released, under clause (i) of this paragraph above (collectively, the “Conergy Released Claims”) or, for the avoidance of doubt, any Claim or Liability that, if not for any such assignment or transfer, would constitute a Conergy Released Claim, and (iii) agrees to the terms of Section 5.4 below in the context of this Section 5.1(a).

(b)Subject to Section 5.2, each MEMC Party hereby (i) Releases Conergy and (in their respective capacities as such) the respective past and present employees, officers, directors, executive board members, supervisory board members and representatives of Conergy (all of the foregoing, collectively, the “Conergy Released Parties”) from (x) any and all Possible Claims that the MEMC Parties (or either of them) may have ever had, may now have or hereafter can, shall or may have against any Conergy Released Party, and (y) any and all Possible Liabilities which any of the Conergy Released Parties may have ever had, may now have or hereafter can, shall or may have to the MEMC Parties (or either of them), in the case of each of (x) and (y) for, upon or by reason of any matter, cause or thing whatsoever from the beginning of

the world to the date hereof, (ii) represents and warrants to each of the of Conergy Released Parties that it has not assigned or transferred any of the Claims and/or Liabilities Released, or intended or purported to be Released, under clause (i) of this paragraph above (collectively, the “MEMC Released Claims”) or, for the avoidance of doubt, any Claim or Liability that, if not for any such assignment or transfer, would constitute a MEMC Released Claim, and (iii) agrees to the terms of Section 5.4 below in the context of this Section 5.1(b).

5.2Carveouts to Releases. Any term of Section 5.1 to the contrary notwithstanding, for the avoidance of doubt, neither the Conergy Released Claims nor the MEMC Released Claims includes (A) this Agreement or any Ancillary Agreement, and/or (B)(x) any Possible Claim that any Releasor may have ever had, may now have or hereafter can, shall or may have against any Released Party, and (y) any and all Possible Liabilities which any Released Party may have ever had, may now have or hereafter can, shall or may have to any Releasor, in the case of each of (x) and (y) for, upon or by reason of, or otherwise in any way relating to or arising out of, any breach of any of the express representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement.

5.3Certain Provisions of General Applicability Regarding Article V.

(a)Each of Sections 5.1(a) and 5.1(b) shall be effective as a bar to each and every one of the Released Claims hereinabove mentioned or implied in such specified Section, and shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Possible Claims and/or Possible Liabilities (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated Possible Claims and/or Possible Liabilities), if any, as well as those relating to any other Possible Claims and/or Possible Liabilities hereinabove mentioned or implied in such specified Sections. The waiver set forth in this Section 5.3(a) is an essential and material term of this Article V and this Agreement. If any Releasor should assert any Possible Claim and/or Possible Liability seeking damages against any of its corresponding Released Parties in respect of any of such Releasing Party’s Released Claims, except as provided in Section 5.2, the terms of Section 5.1(a) or 5.1(b), as the case may be, shall serve as a complete defense to any such assertion.

(b)None of the terms of Section 5.1(a) or 5.1(b), as the case may be, nor the furnishing of the consideration for the Released Claims specified therein, shall be deemed or construed at any time to be an admission by any Released Party of any improper or unlawful conduct.

(c)If any Releasor violates the terms of Section 5.1(a) or 5.1(b), as the case may be, by suing any applicable Released Party on one or more of the applicable Released Claims, such Releasor will pay all costs and expenses of defending against the suit incurred by such Released Party, including reasonable attorneys’ fees.

(d)It is acknowledged that a Releasor may hereafter discover facts different from or in addition to those now known, or believed to be true, regarding the subject matter of the terms of Section 5.1(a) or 5.1(b), as the case may be, and it is agreed that the terms of Section

5.1(a) or 5.1(b), as the case may be, shall remain in full force and effect, notwithstanding the existence of any such different or additional facts.

(e)Whenever possible, each provision of the terms of Sections 5.1(a) and 5.1(b) shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the terms of Section 5.1(a) or 5.1(b), as the case may be, is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but the terms of Section 5.1(a) or 5.1(b), as the case may be, shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(f)EACH PARTY HERETO HEREBY AGREES THAT IT:

(i)    HAS READ THE TERMS OF SECTION 5.1(a) or 5.1(b), IN RESPECT OF WHICH IT IS THE RELEASING PARTY CAREFULLY;

(ii)    UNDERSTANDS ALL OF ITS TERMS AND KNOWS THAT IT IS GIVING UP IMPORTANT RIGHTS;

(iii)    VOLUNTARILY CONSENTS TO EVERYTHING IN IT;

(iv)    HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT AND HAS DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION THE UNDERSIGNED HAS CHOSEN NOT TO DO SO OF ITS OWN VOLITION; AND

(v)    HAS EXECUTED THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE THE UNDERSIGNED WITH RESPECT TO IT.

ARTICLE VI

GENERAL PROVISIONS

6.1Expenses. Except as specified in the following sentences, each Party shall pay its own expenses, including the fees and expenses of its accountants, advisors, and counsel, in connection with negotiating, preparing, closing and carrying out this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. All applicable sales, use, value added, and transfer Taxes and filing, recording, registration, stamp, documentary and other Taxes and fees payable in connection with the Conergy O&M Contracts Transfer or the documents giving effect to the Conergy O&M Contracts Transfer will be paid, or caused to be paid, by MEMC Singapore. Any and all fees and expenses incurred by Conergy in respect of the new letter of credit contemplated by Section 1.1(d) and Section 1.2(d)(E)(ii)(VI) shall be paid, or caused to be paid, by Conergy.

6.2Notices. Any notice or other communication required or permitted to be given hereunder will be in writing and shall be delivered via an overnight courier such as Federal Express or delivered against receipt (including by confirmed facsimile transmission), as follows:

(a) In the case of any MEMC Party to:

MEMC Electronic Materials, Inc.
501 Pearl Drive
St. Peters, Missouri 63376-0008
Attention: Chief Executive Officer
cc: General Counsel
Fax: +1 636-474-5158 and 636-474-5180

(b)In the case of Conergy, to:

Conergy AG
Anckelmannsplatz 1

20537 Hamburg, Germany

Attention:    Chief Executive Officer

cc:        General Counsel

Facsimile:    +49 40 27142-1020

or to such other address as such party may have furnished in writing to the other parties hereto in accordance with the provisions of this Section 6.2. Any notice or other communication shall be deemed to have been given, made and received upon receipt. Any party may change the address to which notices are to be addressed by giving the other parties notice in the manner herein set forth.

6.3Governing Law; Consent to Jurisdiction.

(a)This Agreement shall be governed by the laws of the State of New York, without regard to any conflicts of law rules or principles that would result in the application of the laws of another jurisdiction.

(b)Each Party hereby (i) agrees that any proceeding in connection with or relating to. this Agreement or any matters contemplated hereby may be brought by either Party in a court of competent jurisdiction located within New York City, New York, whether a state or federal court; (ii) agrees that in connection with any such proceeding, such Party shall consent and submit to personal jurisdiction in any such court described in clause (i) of this Section 6.3(b) and to service of process upon it in accordance with the rules and statutes governing service of process; (iii) agrees to waive to the full extent permitted by law any objection that it may now or hereafter have to the venue of any such proceeding in any such court or that any such proceeding was brought in an inconvenient forum; (iv) agrees to service of process in any such proceeding by mailing of copies thereof to such Party at its address set forth in Section 6.2; (v) agrees that any service made as provided herein shall be effective and binding service in every respect; and (vi) agrees that nothing herein shall affect the rights of either Party to effect service of process in any other manner permitted by law.

6.4Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute but one and the same instrument.

6.5Headings; Annexes; Exhibits. The headings, subheadings and captions in this Agreement and in any Exhibit or Annex hereto or thereto are for reference purposes only and are not intended to affect the meaning or interpretation of this Agreement.

6.6Entire Agreement. This Agreement and the Ancillary Agreements contain the entire agreement between the parties hereto with respect to its subject matter and supersedes all negotiations, prior discussions, agreements, arrangements, and understandings, written or oral, relating to the subject matter of this Agreement and there are no other covenants, provisions, agreements, representations or warranties, whether written or oral, among the parties hereto with respect to the subject matter hereof.

6.7Third-Party Beneficiaries. This Agreement is not intended to confer upon any Person that is not a party hereto any rights or remedies hereunder. The first sentence of this Section 6.7 to the contrary notwithstanding, subject to Section 6.11 hereof, the Released Parties are intended third-party beneficiaries of the terms of Article V hereof.

6.8Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of Conergy and MEMC Singapore. Any purported assignment or delegation in violation of this Agreement shall be null and void ab initio.

6.9Interpretation; Absence of Presumption.

(a)For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa, (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Annexes and Exhibits hereto) and not to any particular provision of this Agreement, and Article, Section, Exhibit and Annex references are to the Articles, Sections, Exhibits, and Annexes to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified, (iv) the word “or” shall not be exclusive unless the context otherwise requires, (v) “$” or “dollars” means United States dollars, and (vi) the term “and/or” is used in the most inclusive sense of the phrase, provided that the use of the term “and/or” is not intended to imply that any other particular use of the term “or” is, or is not, used in the inclusive or exclusive sense of the word.

(b)With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration will be given to the issue of

which party actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

6.10Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement will not be affected thereby and the parties will use all reasonable efforts to substitute one or more valid, legal and enforceable provisions which, insofar as practicable, implement the purposes and intents hereof. To the extent permitted by applicable Legal Requirements, each party waives any provision of any Legal Requirement that renders any provision of this Agreement invalid, illegal or unenforceable in any respect.

6.11Amendments; Waiver. No purported amendment or modification of this Agreement shall be effective as against any party hereto unless such amendment or modification shall have been agreed to in writing by such party. Any other term of this Agreement to the contrary notwithstanding, any amendment or modification of Article V hereof that is agreed to in writing by the Parties shall be binding with respect to each other Released Party. No breach of any covenant, agreement, representation or warranty made herein shall be deemed waived by any party unless expressly waived in writing by such party.

6.12Confidentiality of Agreement. Conergy covenants to each MEMC Party, and each MEMC Party covenants to Conergy, that it will at all times from and after the date hereof hold in confidence, and not disclose to any other Person, the Confidential Information. The preceding sentence notwithstanding, any Party may disclose Confidential Information (i) to its Representatives, or to its lenders or prospective lenders, on a need-to-know basis (as determined in good faith by the disclosing Party), provided that the disclosing Party informs such Representatives, or lender or prospective lenders, of the confidential nature of such information and directs them to treat such information in accordance with the terms of this Section 6.12, (ii) to the extent required by Law or otherwise required or requested by any Governmental Authority or any regulatory authority (including, any self-regulatory organization claiming to have jurisdiction), which shall include disclosure pursuant to U.S. federal securities laws applicable to MEMC or pursuant to German securities laws applicable to Conergy, or (iii) in good faith in connection with the enforcement by such Party of the terms hereof. For purposes of this Section 6.12, (x) “Confidential Information” shall mean the existence of, and/or the terms and conditions of, this Agreement, in each case excluding the fact that the Wafer Supply Contract has been mutually terminated and excluding information which is or becomes known to the public (other than through a breach of this Section by the Person seeking to rely of such exclusion), and (y) “Representatives” shall mean, with respect to any Person, its Affiliates and the employees, officers, directors, executive board members, supervisory board members, agents, advisors, counsel and auditors of such Person and of such person’s Affiliates.

[The next page is the Signature Page]

IN WITNESS WHEREOF, each of the parties has caused this Termination Agreement to be duly executed and delivered as of the day and year first above written.

MEMC SINGAPORE PTE. LTD.

By: /s/ Brian Wuebbels    
Name: Brian Wuebbels
Title: Director

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ Brian Wuebbels    
Name: Brian Wuebbels
Title: EVP & CFO

CONERGY AG

By: /s/ Alexander Gorski    
Name: Alexander Gorski
Title: COO

By: /s/ Jan Vannerum    
Name: Jan Vannerum
Title: CFO

EXHIBIT A

Certain Definitions

“Action” shall mean any actual or threatened action (at law or in equity), suit, arbitration, review, inquiry, proceeding or investigation.

“Affiliate” shall mean, with respect to any specified Person, any other Person who or which Controls, is Controlled by or is under common Control with such specified Person.

“Ancillary Agreement” shall mean any Contract hereafter executed and delivered by a Party (or a MEMC Assignee) pursuant to the terms of this Agreement.

“Approval” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval or other action of, or any filing, registration or qualification with, any Governmental Authority.

“Assumed Contract” shall have the meaning specified in Section 1.2(d)(E)(ii)(III).

“Claim” means any claim, demand, action, suit or proceeding (including any arbitration proceeding), whether civil, criminal, administrative or investigative.

“Conergy” shall have the meaning specified in the Preamble of this Agreement.

“Conergy Company” shall have the meaning specified in Section 1.2(c).

“Conergy Companies” shall have the meaning specified in Section 1.2(c).

“Conergy Italy” shall have the meaning specified in Section 1.2(b).

“Conergy O&M Contracts” shall have the meaning specified in Section 1.2(c).

“Conergy O&M Customer Contracts” shall have the meaning specified in Section 1.2(c).

“Conergy O&M Subcontractor Contracts” shall have the meaning specified in Section 1.2(c).

“Conergy Released Claims” shall have the meaning specified in Section 5.1(a).

“Conergy Released Parties” shall have the meaning specified in Section 5.1(b).

“Conergy Services” shall have the meaning specified in Section 1.2(a).

“Conergy Spain” shall have the meaning specified in Section 1.2(c).

“Confidential Information” shall have the meaning specified in Section 6.12.

“Consent” shall mean any consent or approval of, or notice, declaration, report or statement filed with or submitted to, any Person (other than an Approval).

“Contract” shall mean any contract, agreement, license, lease, deed or other instrument, and other legally binding undertakings or arrangements, whether oral or written, or any Approval.

“Control” shall mean, as to any specified Person, the power, directly and/or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting securities, by contract and/or otherwise. The term “Controlled” shall have a correlative meaning.

“Conergy O&M Contracts Transfer” shall mean the transactions contemplated by Section 1.2 hereof.

“Due Diligence Period” shall have the meaning specified in Section 1.2(d)(E)(ii)(I).

“Entity” shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation or other unincorporated organization, or other form of entity or any Governmental Authority.

“Escrow Agent” shall mean Commerzbank, New York Branch, or another financial institution reasonably acceptable to the Parties.

“Escrow Agreement” shall mean an escrow agreement among the Parties and the Escrow Agent, in form and substance reasonably satisfactory to the Parties and satisfactory to the Escrow Agent. The Escrow Agreement shall provide that all fees and expenses of the Escrow Agent shall be split equally between Conergy, on the one hand, and the MEMC Parties, on the other.

“Existing RCRD” shall have the meaning specified in Section 1.1(b).

“Expired Letter of Credit” shall have the meaning specified in Section 1.1(c).

“First Amendment” shall have the meaning specified in the Preamble to this Agreement.

“German O&M Contracts” shall have the meaning specified in Section 1.2(a).

“German O&M Customer Contracts” shall have the meaning specified in Section 1.2(a).

“German O&M Subcontractor Contracts” shall have the meaning specified in Section 1.2(a).

“Governmental Authority” shall mean any national, federal, state, provincial, county or municipal government, domestic or foreign, any agency, board, bureau, commission, court, department or other instrumentality of any such government, or any arbitrator in any case that has jurisdiction over a party or any of its assets.

“Italian O&M Contracts” shall have the meaning specified in Section 1.2(b).

“Italian O&M Customer Contracts” shall have the meaning specified in Section 1.2(b).

“Italian O&M Subcontractor Contracts” shall have the meaning specified in Section 1.2(b).

“Law” shall mean any law, rule, regulation, stock exchange rule, subpoena, court order or any other similar judicial or legal process.

“Legal Requirement” shall mean any judgment, decree, injunction, order, writ, ruling, law, ordinance, statute, rule, regulation, code or other requirement of any Governmental Authority, or the common law.

“Liability” shall mean any debt, obligation or liability of any kind or nature, whether accrued or fixed, absolute or contingent, determined or determinable, matured or unmatured, and whether due or to become due, asserted or unasserted, or known or unknown.

“Liens” shall mean any claim, lien, pledge, encumbrance, mortgage, deed of trust, charge, easement, right of way, encroachment, security interest, option, or any other similar right or interest whatsoever, or any proxy or voting agreement.

“Losses” shall mean any liability, action, claim, proceeding, litigation, investigation, obligation, loss, damage, Lien, assessment, deficiency or capital expenditure.

“MEMC Assignee” shall have the meaning specified in Section 1.2(d)(A).

“MEMC” shall have the meaning specified in the Preamble of this Agreement.

“MEMC Singapore” shall have the meaning specified in the Preamble to this Agreement.

“MEMC Party” shall have the meaning specified in the Preamble to this Agreement.

“MEMC Parties” shall have the meaning specified in the Preamble to this Agreement.

“MEMC Released Claims” shall have the meaning specified in Section 5.1(b).

“MEMC Released Parties” shall have the meaning specified in Section 5.1(a).

“New Letter of Credit” shall have the meaning specified in Section 1.1(c).

“O&M Cash Payment” shall have the meaning specified in Section 1.2(d)(E)(ii)(VI).

“O&M Contract Transfer Agreements” shall have the meaning specified in Section 1.2(d)(A).

“O&M Letter of Credit” shall have the meaning specified in Section 1.2(d)(E)(ii)(VI).

“Original Letter of Credit” shall have the meaning specified in Section 1.1(c).

“Outstanding Demand” shall have the meaning specified in Section 1.1(c).

“Outstanding Payables” shall have the meaning specified in Section 1.1(d).

“Person” shall mean any individual or Entity.

“Possible Claims” shall mean any and all Claims, demands, causes of action, suits at law or in equity, verdicts, judgments and liens, whether based upon breach of contract, breach of warranty or covenant, tort, negligence, gross negligence, recklessness, fault, strict liability, misrepresentation, fraud, quantum meruit, breach of fiduciary duty, violation of statutes or administrative regulations or any other legal or equitable theory of recovery, WHETHER KNOWN OR UNKNOWN, DEVELOPED OR UNDEVELOPED, DISCOVERED OR UNDISCOVERED.

“Possible Liabilities” shall mean any and all Liabilities of whatever kind, nature, description or basis, whether fixed, contingent or otherwise, WHETHER KNOWN OR UNKNOWN, DEVELOPED OR UNDEVELOPED, DISCOVERED OR UNDISCOVERED, foreseen or unforeseen, matured or unmatured, accrued or not accrued.

“Released Claims” shall mean the Conergy Released Claims (in the context of Section 5.1(a)), and the MEMC Released Claims (in the context of Section 5.1(b)).

“Released Parties” shall mean the MEMC Released Parties (in the context of Section 5.1(a)), and the Conergy Released Parties (in the context of Section 5.1(b)).

“Releases” shall mean fully and forever, and irrevocably and unconditionally, releases, remises and discharges. For the avoidance of doubt, the term “Released” shall have a correlative meaning.

“Releasors” shall mean Conergy (in the context of Section 5.1(a)) and each MEMC Party (in the context of Section 5.1(b)).

“Representatives” shall have the meaning specified in Section 6.12.

“Second Amendment” shall have the meaning specified in the Preamble to this Agreement.

“Spanish O&M Contracts” shall have the meaning specified in Section 1.2(c).

“Spanish O&M Customer Contracts” shall have the meaning specified in Section 1.2(c).

“Spanish O&M Subcontractor Contracts” shall have the meaning specified in Section 1.2(c).

“Taxes” shall mean all taxes, charges, fees, levies or other assessments, including income, excise, property, sales, franchise, withholding, social security and unemployment taxes, imposed by the United States, any possession thereof, any state, county, local or foreign government, or any subdivision or agency of any of the foregoing, and any interest, penalties or additions relating to such taxes, charges, fees, levies or other assessments.

“Wafer Supply Contract” shall mean that certain Solar Wafer Supply Agreement dated as of October 25, 2007 between MEMC and Conergy, as amended and supplemented by that certain Amendment No. 1 to Solar Wafer Supply Agreement dated as of July 10, 2008 between MEMC Singapore and MEMC and that certain Amendment No. 2 to Solar Wafer Supply Agreement dated as of January 24, 2010 between MEMC Singapore and Conergy.

EX-10.100

Exhibit 10.100

4 SEPTEMBER 2012 EVONIK INDUSTRIES AG EVONIK DEGUSSA GMBH EVONIK DEGUSSA ITALIA S.P.A. MEMC ELECTRONIC MATERIALS INC. MEMC ELECTRONIC MATERIALS S.P.A.
	SETTLEMENT AGREEMENT
	Pertaining to the On-Site Supply Agreement

BY AND BETWEEN:

1. Evonik Industries AG, with its registered office at Essen, registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Essen under HRB 19474 (Evonik Germany)

2. Evonik Degussa GmbH, with its registered office at Essen, registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Essen under HRB 20227 (Degussa Germany)

3. Evonik Degussa Italia SpA, with its registered office at Largo Donegani n. 2, 20121 Milano, Italy, registered with the Register of Enterprises of Milan, registration number and tax code 08865250156, (Evonik Italy, Evonik Italy together with Evonik Germany and Degussa Germany together Evonik)

and

4. MEMC Electronic Materials S.p.A. with its registered office at viale Gherzi, n. 31, Novara 28100, Italy with registered office in Novara, at Viale Luigi Gherzi no. 31, registered with the Register of Enterprises of Novara, registration number and tax code 01256330158, (MEMC Italy)

5. MEMC Electronic Materials Inc. with its registered office at 501 Pearl Drive, St. Peters, MO 63376-0008, a corporation incorporated under the laws of Delaware, United States of America (MEMC US, MEMC US together with MEMC Italy MEMC, MEMC together with Evonik collectively the Parties and each of Evonik Germany, Degussa Germany, Evonik Italy, MEMC Italy and MEMC US a Party)

PREAMBLE

(A) WHEREAS, MEMC Italy operates a facility in Merano, Italy, producing polycristalline silicon (Merano Facility).

(B) WHEREAS, on 9 July 2008, Degussa Germany, a wholly owned subsidiary of Evonik Germany, Evonik Italy, a wholly owned (indirect) subsidiary of Degussa Germany, MEMC Italy, and MEMC US entered into an agreement pursuant to which Degussa Germany shall supply trichlorosilane technical grade (TCS) and silicontetrachloride technical grade (STC, STC together with TCS, the Products) to MEMC Italy, and MEMC shall pay a purchase price for such delivery (as amended from time to time, the On-site Supply Agreement). The On-site Supply Agreement provides also for the erection of a new fence to fence chlorosilanes plant by Evonik Italy (NewCS Plant) adjacent to the Merano Facility.

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(C) WHEREAS, Evonik Italy and MEMC Italy entered into several ancillary agreements with respect to the New CS Plant and the On-site Supply Agreement (such agreements the Ancillary Agreements) including (i) the surface right agreement according to which MEMC Italy, as owner of the industrial site on which the New CS Plant is located, granted to Evonik Italy a surface right (Surface Right Agreement) dated 4 November 2008 as amended by the deed entered into on 20 May 2010 before the notary public Mr. Angelo Finelli (file no. (repertorio) 97,956 and registration no. (raccolta) 18,844), (ii) the environmental agreement in order to regulate the environmental matters relating to the real property on which the New CS Plant is located (Environmental Agreement) dated 4 November 2008 and (iii) a services and utilities agreement pursuant to which MEMC Italy renders operation services to Evonik Italy dated 19 December 2008 (Utilities Agreement). For the avoidance of doubt: The Ancillary Agreements do not include the TCS EG Supply Agreement (as defined in § 6 below).

(D) WHEREAS, under a business management agreement (Betriebsführungsvertrag) between Evonik Germany and Degussa Germany dated 23 May 2011 Degussa Germany has assigned all rights and obligations under the On-Site Supply Agreement to Evonik Germany with legal effect as of August 1, 2011.

(E) WHEREAS, the On-site Supply Agreement runs for a fixed term until 30 October 2021.

(F) WHEREAS, under the On-Site Supply Agreement MEMC is required to purchase a certain quantity of Products from Evonik Germany. The On-Site Supply Agreement provides that, if MEMC fails to purchase such quantity of Products from Evonik Germany, MEMC shall pay to Evonik Germany shortfall payments as liquidated damages (so-called “take or pay obligation”).

(G) WHEREAS, the New CS Plant commenced operations on 18 February 2011. In accordance with Section 9.1 of the On-site Supply Agreement, MEMC paid an amount of EUR 10,000,000 to Evonik Germany as a down payment. After a number of reductions were made from such down payment, the remaining down payment as of today amounts to EUR 7,884,424.92 (Remaining Down Payment).

(H) WHEREAS, MEMC Italy has not taken any Product from Evonik Germany under the On-Site Supply Agreement since November 2011 and MEMC US has notified Evonik Germany of its unilateral termination of the On-Site Supply Agreement with letter dated 16 December 2011.

(I) WHEREAS, Evonik Germany has rejected the unilateral termination by MEMC with letter dated 29 December 2011.

(J) WHEREAS, Evonik is of the opinion that MEMC owed to Evonik an amount of approximately EUR 114,000,000 under the On-site Supply Agreement resulting from its take or pay obligation set out in the On-site Supply Agreement

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in case MEMC fails to take further Products during the term of the On-site Supply Agreement.

(K) WHEREAS, MEMC is of the opinion that MEMC did not owe payments to Evonik under the take or pay provision in case of permanent termination of the On-Site Supply Agreement.

(L) WHEREAS, MEMC Italy has a business interest to acquire the New CS Plant from Evonik Italy prior to the end of the term of the On-site Supply Agreement, and in any event, no later than 31 December 2012, and to restart production in the New CS Plant on 30 June 2013 at the latest, provided that MEMC shall not be obliged to restart production in the New CS Plant.According to an independent appraisal by DT Revisione S.r.l. dated 12 July 2012 the fair market value of the New CS Plant at 31 May 2012 amounts to EUR 41,209,633.

(M) WHEREAS, the Parties now wish to enter into this settlement agreement (Agreement) in order to find an amicable economic solution with respect to the termination of the On-Site Supply Agreement and their future supply relationship and avoid legal proceedings between the Parties.

(N) WHEREAS, to this extent MEMC agrees to settle the dispute under the On-Site Supply Agreement, subject to the terms of this Agreement, for an aggregate settlement amount of EUR 52,884,424.92. In return, Evonik agrees, subject to the terms of this Agreement, (i) to terminate the On-site Supply Agreement, (ii) to waive all claims under the On-Site Supply Agreement and (iii) to transfer the business relating to the New CS Plant to MEMC Italy.

(O) WHEREAS, today the Parties also enter into a settlement agreement (Off-site Settlement Agreement) with regard to the supply agreement for the supply of trichlorosilane technical grade dated 11 November 2010 (Off-Site Supply Agreement).

NOW, THEREFORE, the Parties hereby agree as follows:

§1
SETTLEMENT

The Parties agree to settle their dispute relating to the On-Site Supply Agreement and to continue their supply relationship going forward by implementing the following measures:

(a) Sale and transfer of the New CS Plant from Evonik Italy to MEMC Italy (§ 2)

(b) Termination of the On-Site Supply Agreement/Settlement of Damages (§ 4)

(c) Implementation of a New STC Supply Agreement (§ 5)

(d) Implementation of the amendment to the TCS EG Supply Agreement (§ 6)

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(e) Implementation of a License and Technical Assistance Agreement (§ 7)

§2
SALE AND PURCHASE OF THE NEW CS PLANT/EMPLOYMENT MATTERS

2.1 The Parties agree that Evonik Italy (as seller) and MEMC Italy (as purchaser) shall enter into the sale and purchase agreement substantially in the form as attached as Exhibit 2.1 (Sale and Purchase Agreement) by which MEMC Italy shall purchase the New CS Plant and the related business on a going concern for a purchase price of EUR 41,209,633 (the Purchase Price) from Evonik Italy. For the avoidance of doubt, MEMC US shall be jointly and severally liable with MEMC Italy (Gesamtschuldner) to make the Purchase Price payments when due.

2.2 The Parties agree that the Sale and Purchase Agreement shall be executed before the Italian notary Pierluigi Scalamogna, with business address at Via Visconti di Modrone, 21 – 20122 Milano, no later than 5 October 2012.

2.3 The in rem transfer (dingliche Übereignung) of the New CS Plant and the related business to MEMC Italy shall take place on 30 December 2012 (Transfer Date).

2.4 If and as long the Sale and Purchase Agreement is not executed by Evonik Italy before the Italian notary, but MEMC Italy has executed the Sale and Purchase Agreement in the form of a notarised offer, MEMC shall not be obliged to make any of the remaining Purchase Price payments set out in Section 8.3 below, and moreover, Evonik shall be required to repay such previously made Purchase Price payments to MEMC Italy.

2.5 However, if and as long the Sale and Purchase Agreement is not executed before the Italian notary by MEMC Italy within 10 business days after the date indicated in Section 2.2, but Evonik Italy has executed the Sale and Purchase Agreement in the form of a notarised offer, MEMC shall, irrespectively thereof, be obliged to make the payments set out in Section 8.3 below when due which shall in this case be considered as settlement payments paid in consideration for the termination of the On-site Supply Agreement.

2.6 The Parties further agree that the production in the New CS Plant shall be suspended until the Transfer Date.

§3
PAYMENTS AND TERMINATION OF AGREEMENTS

3.1 Exhibit 3.1 contains a list of all outstanding payment obligations of the Parties vis-á-vis each other relating to the business in Merano (other than payment obligations from the TCS EG Supply Agreement). The respective debtor shall make the respective payment (in full) to the respective creditor each as indicated in Exhibit 3.1 without undue delay (unverzüglich) after the signing of this Agreement, unless the due date indicated on the invoices occurs after the date

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of this Agreement, in which case the due date indicated on the invoice shall apply.

3.2 The Parties hereby agree that (i) the Surface Right Agreement, (ii) the Utilities Agreement and (iii) all other agreements (other than the Environmental Agreement) between MEMC and Evonik relating to the current operation of the New CS Plant by Evonik shall terminate immediately after the transfer of the New CS Plant to MEMC Italy has actually occurred.

3.3 Evonik Italy and MEMC Italy hereby enter into an amendment agreement to the Environmental Agreement as attached hereto as Exhibit 3.3.

§4
TERMINATION OF THE ON-SITE SUPPLY AGREEMENT

4.1 The Parties hereby terminate the On-site Supply Agreement with effect as of the day immediately following the day the transfer of the New CS Plant and the related business on a going concern has taken place.

4.2 The Parties agree that MEMC Italy shall pay to Evonik Germany as settlement of Evonik’s damage claims resulting from the termination of the On-site Supply Agreement an amount of EUR 11,674,791.92. This settlement amount assumes due execution of the Sale and Purchase Agreement. If the Sale and Purchase Agreement is not executed before the Italian notary by MEMC Italy as set out in Sections 2.2, 2.4 and 2.5 above, the respective settlement amount shall be increased by the amount of the Purchase Price.

4.3 The Parties hereby set-off (Aufrechnungsvereinbarung) the credit relating to the Remaining Down Payment against the compensation for the termination of the On-site Supply Agreement set out in Section 4.2 above. As a result, the Remaining Down Payment shall be finally settled and MEMC shall pay to Evonik Germany the remainder in accordance with § 8 below.

§5
NEW STP SUPPLY AGREEMENT

MEMC Italy, MEMC US and Evonik Germany hereby enter into a STC supply agreement (NewSTC Supply Agreement) as attached hereto as Exhibit 5.

§6
TCS EG SUPPLY AGREEMENT

6.1 MEMC Italy and Evonik Germany hereby enter into an amendment agreement to the existing TCS EG supply agreement dated 12/13 April 2006 as amended by addendum no 1 dated 11 November 2010 (TCS EG Supply Agreement) as attached hereto as Exhibit 6.1.

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6.2 Exhibit 6.2 contains a list of all outstanding payment obligations and deliverance obligations of the Parties vis-á-vis each other relating to the TCS EG Supply Agreement as of 31 August 2012. Any such outstanding payment claim for supply of Products (as defined in the existing TCS EG Supply Agreement), any such outstanding claim for supply of Products and any product liability claims, if any, under the existing TCS EG Supply Agreement shall remain unaffected.

§7
LICENSE AND TECHNICAL ASSISTANCE AGREEMENT

MEMC Italy and Evonik Germany hereby enter into a Licence and Technical Assistance Agreement as attached hereto as Exhibit 7 (License and Technical Assistance Agreement).

§8
SETTLEMENT PAYMENTS

8.1 In accordance with Sections 2.1, 4.2 and 4.3, MEMC Italy and MEMC US shall pay, as joint and several debtors (Gesamtschuldner) to Evonik a settlement amount in cash in a total amount of

EUR 45,000,000

(Settlement Amount).

8.2 The Settlement Amount shall be allocated as follows:

(a) under the assumption that the Sale and Purchase Agreement will be executed: (i) an amount of EUR 41,209,633 shall be allocated to the sale and purchase of the New CS Plant and the related business on a going concernpayable to Evonik Italy and (ii) an amount of EUR 3,790,367 (considering the set-off pursuant to Section 4.3, i.e. EUR 11,674,791.92 minus EUR 7,884,424.92) shall be made as compensation for the termination of the On-site Supply Agreement payable to Evonik Germany. The latter payment shall be made as part of the last instalment set out in Section 8.3(d).

(b) If and as long as the Sale and Purchase Agreement is not executed as set out in Sections 2.2, 2.4 and 2.5 the full Settlement Amount shall be made as compensation for the termination of the On-site Supply Agreement payable to Evonik Germany.

8.3 The Settlement Amount becomes due (fällig) and payable (zahlbar) as follows:

(a) EUR 10,000,000 become due (fällig) and payable (zahlbar) on the date fifteen (15) days after execution of this Agreement;

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(b) EUR 15,000,000 become due (fällig) and payable (zahlbar) on 15 December 2012;

(c) EUR 10,000,000 become due (fällig) and payable (zahlbar) on 15 February 2013; and

(d) EUR 10,000,000 become due (fällig) and payable (zahlbar) on 15 May 2013.

For the avoidance of doubt the amounts above in (a) through (d) are net of VAT.

8.4 Unless otherwise requested by Evonik, any payment shall be made through an account of MEMC Italy by irrevocable wire transfer of immediately available funds, free of all taxes, bank charges and other deductions to the following bank accounts:

(a) if to Evonik Italy:

Evonik Degussa Italia SpA

Account No: 40756

Bank Code: 03104 01607 (Deutsche Bank)

IBAN: IT34K0310401607000000040756

BIC: DEUTITM1467

and

(b) if to Evonik Germany:

Evonik Industries AG

Account No: 667934397

Bank Code (Bankleitzahl): 70020270 (UniCredit Bank)

IBAN: DE53 7002 0270 0667 9343 97

BIC: HYVEDEMMXXX

8.5 If MEMC fails to make the respective settlement payments when due, it shall pay default interest (Verzugszinsen). The default interest rate shall amount to 10.5 per cent (%) per annum. The default interest rate shall be reduced to 6% as from the earlier of (i) the date on which Evonik’s executory title(s) covering in full the Settlement Amount and the amounts payable by MEMC under the Off-site Settlement Agreement are readily enforceable in the US and (ii) 15 February 2013, save that (ii) shall not apply where Evonik’s failure to have its executory title(s) readily enforceable in the US by that date is due to any act or omission by MEMC. Evonik’s right to claim further default-related damages (Verzugsschaden) shall remain unaffected, except with respect to default interests.

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8.6 If (i) MEMC fails to make any of the settlement payments when due (in full or in part) in accordance with the payment schedule set forth in Section 8.3 (a) through 8.3(d) or fails to make any of the settlement payments under the Off-site Settlement Agreement when due in accordance with the terms of the Off-site Settlement Agreement and (ii) MEMC fails to make such payment within five business days after it has received a written warning notice by Evonik, the following shall apply

(a) the full outstanding Settlement Amount not paid shall become immediately due (fällig) and payable (zahlbar);

(b) Evonik shall have the right to terminate the New STC Supply Agreement for cause and without further notice; and

(c) Evonik shall have the right to terminate the License and Technical Assistance Agreement for cause and without further notice;

(d) if Evonik Germany terminates the New STC Supply Agreement or License and Technical Assistance Agreement, then MEMC shall have the right to terminate the TCS EG Supply Agreement with prior written notice to Evonik Germany with effect to the later of (i) 31 December 2013 and (ii) 12 months from the date Evonik Germany has terminated the New STC Supply Agreement or License and Technical Assistance Agreement.

8.7 Any right of MEMC to set off (aufrechnen) and/or withhold (zurückbehalten) the Settlement Amount in part or in whole is hereby expressly waived and excluded except for (i) claims of MEMC declaring the set-off which are acknowledged by Evonik in writing (schriftlich) or if and to the extent MEMC exercising the right of set-off has an enforceable title (Vollstreckungstitel) against Evonik and (ii) any amount which needs to be reimbursed by Evonik to MEMC under Section 13.2 (provided, that MEMC presents to Evonik an appropriate evidence that the respective amount has actually been paid to the tax authorities).

§9
SECURITY RIGHTS

9.1 The Parties agree on and agree to implement the procedure and steps set out in Sections 9.2 through 9.11 to enable Evonik to obtain one or more executory title(s) in respect of MEMC’s payment of the Settlement Amount (or any parts thereof) (not exceeding the Settlement Amount) that is (are) readily enforceable in Italy and the US and which shall serve as security to Evonik in respect of MEMC’s payment of the Settlement Amount. MEMC undertakes to comply with the provisions set forth in Sections 9.2 through 9.11 and to take such other reasonable actions, make such other statements and otherwise conduct themselves as required from time to time for Evonik to promptly obtain such readily enforceable executory title(s).

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9.2 Evonik Germany, Degussa Germany and/or Evonik Italy may at any time file with the courts in Essen (Germany) one or more claims against MEMC Italy and/or MEMC US for payment of the Settlement Amount or any parts thereof (not exceeding in aggregate the Settlement Amount) (Evonik’s Payment Claim(s)). Any such claim shall be substantially in the form set out in Exhibit 9.2. Evonik Germany, Degussa Germany and/or Evonik Italy may in their sole discretion file a claim in accordance with this Section 9 covering also any sums MEMC are obliged to pay to Evonik under the Off-site Settlement Agreement executed by the Parties on the same date.

9.3 MEMC shall

(a) unconditionally and fully acknowledge (anerkennen)Evonik’s Payment Claim(s) allowing the court to render a judgment by acknowledgement (Anerkenntnisurteil) within the meaning of section 307 of the German Code of Civil Procedure; and

(b) simultaneously declare to the court that MEMC waive – to the extent possible under German law – any rights they may have to challenge any such judgment by acknowledgement in respect of Evonik’s Payment Claim(s)

by promptly submitting to the Essen courts a written response to Evonik’s Payment Claim(s) substantially in the form set out in Exhibit 9.3. MEMC shall simultaneously notify Evonik of its submission in accordance with this Section 9.3 by transmitting a copy of the original submission to Evonik by facsimile or e-mail.

9.4 Save to the extent otherwise prohibited under mandatory German law, MEMC shall not raise any right, claim or objection in respect of Evonik’s Payment Claim(s) (whether of a procedural or substantial nature) and shall not take any action that may prevent or delay a judgment by acknowledgement (Anerkenntnisurteil) from being rendered, including, without limitation,

(a) any right to set off any claim against Evonik’s Payment Claim(s);

(b) any objection as to the jurisdiction of the Essen courts either by reference to Section 14.4, the Parties’ previous arbitration agreements or otherwise; and

(c) any procedural actions/applications to extend statutory time limits to respond to any correspondence by Evonik and/or the court.

9.5 MEMC Italy and MEMC US hereby irrevocably appoint

Bryan Cave LLP

Hanseatic Trade Centre, Am Sandtorkai 77

20457 Hamburg

Germany

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as their agent for service of process or other documents (Zustellungsbevollmächtigte, sections 171 seq. of the German Code of Civil Procedure – hereinafter: the Agent). A draft of the Agent’s unrestricted, unconditional and irrevocable authority to act as MEMC’s process agent is attached to this Agreement in Exhibit 9.5. MEMC represent and warrant that the Agent has unrestricted power of attorney (Prozessvollmacht, sections 80 seq. of the German Code of Civil Procedure) to act for and on behalf of MEMC in any legal proceeding initiated by Evonik Germany, Degussa Germany and/or Evonik Italy under Section 9.2. MEMC shall not replace the Agent or limit the Agent’s authority without Evonik’s prior written consent, such consent not to be unreasonably withheld or delayed.

9.6 Without prejudice to any convenience translations that either Party may from time to time voluntarily offer to provide to the other Parties, the Parties agree that any court or court-related correspondence and documents for legal proceedings in accordance with this Section 9 shall be valid and effective if it is made in the German language. MEMC Italy and MEMC US hereby waive the right (if any) to receive translations of any court or court-related correspondence and/or documents and undertake not to object to the service or transmission of any such correspondence and/or documents in the German language. If and to the extent any Party requires a translation of any court or court-related correspondence and/or documents it shall procure such translation itself and at its own expense.

9.7 For the avoidance of doubt, MEMC Italy’s and MEMC US’ undertaking under Section 9.4 above not to challenge the jurisdiction of the Essen courts for the purpose of allowing Evonik to obtain an executory title in accordance with the Parties’ agreement shall not in any way prejudice or be construed as a mutually agreed deviation from or change of the Parties’ arbitration agreement in Section 14.4 which shall remain in full force and effect.

9.8 If at any time Evonik seek recognition of any judgment in respect of the Settlement Amount (or any parts thereof) obtained in accordance with this Section 9 in Italy, the US and/or in any other country, MEMC shall not object to, challenge or take any other action that may delay or prevent the recognition of such judgment.

9.9 Upon Evonik’s request MEMC shall promptly provide Evonik with a statement waiving – to the extent possible – any rights, claims and objections (including the right to challenge) that MEMC may have in the jurisdiction where recognition is sought. The statement shall be duly executed on behalf of MEMC Italy and MEMC US and shall comply with such other formal requirements as may need to be satisfied in order for the waiver to take full force and effect in the country of recognition.

9.10 To further secure Evonik’s right under the Agreement to MEMC’s payment of the Settlement Amount, on the date this Agreement is signed MEMC US shall provide Evonik with duly executed affidavits (confessions of judgment)in the

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form set out in Exhibit 9.10. Sections 9.8 seq. shall apply mutatis mutandis to any attempts by Evonik to obtain a judgement in the US based on these affidavits.

9.11 Evonik shall not enforce payment of any default interest in excess of the relevant percentage agreed in Section 8.5 regardless of the percentage set out in the executory title on which such enforcement is based. Neither MEMC’s acknowledgement pursuant to Section 9.3 nor the rendering of any judgment by acknowledgement as a result thereof nor the affidavits provided by MEMC pursuant to Section 9.10 shall in any way prejudice or affect the Parties’ agreement on the applicable interest rates in Section 8.5.

9.12 [intentionally left blank]

9.13 If Evonik materially breaches its obligations under this Section 9 for reasons not attributable to MEMC and fails to remedy such breach within five (5) business days after receiving a notice thereof from MEMC, MEMC shall be entitled to suspend performance of its obligations under this Section 9 until Evonik has remedied the breach and Evonik Germany and Evonik Italy shall

(a) be jointly and severally liable to MEMC for any loss or damage incurred as a result of such failure save for any loss of financing incurred by MEMC as a result of such failure; and

(b) indemnify MEMC for and hold MEMC harmless from and against any costs, fees and expenses (in particular costs of legal counsel and other external advisors) incurred by MEMC as a result of having to assert and enforce their rights and claims against Evonik under this Agreement (Rechtsverfolgungskosten).

9.14 If MEMC Italy and/or MEMC US fails to comply with their obligations under this Section 9 for reasons not attributable to Evonik and fails to remedy such breach within ten (10) business days after receiving a notice thereof from Evonik:

(a) MEMC shall be jointly and severally liable to Evonik for any loss or damage incurred as a result of such failure save for any loss of financing incurred by Evonik as a result of such failure, up to the maximum amount of the Settlement Amount;

(b) MEMC shall indemnify Evonik for and hold Evonik harmless from and against any costs, fees and expenses (in particular costs of legal counsel and other external advisors) incurred by Evonik as a result of having to assert and enforce their rights and claims against MEMC under this Agreement (Rechtsverfolgungskosten); and

(c) Section 8.6 (a) through (d) shall apply.

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For the avoidance of doubt, the cap in para. (a) shall not apply to the indemnity given by MEMC under para. (b).

9.15 After (i) Evonik’s receipt of the full Settlement Amount from MEMC or (ii) this Agreement has been terminated pursuant to Section 12.1, Evonik Germany, Degussa Germany and/or Evonik Italy shall without undue delay return to MEMC any executory titles, affidavits and/or other documents obtained by them under this Section 9 as a security for the settlement payment.

§10
ANTI-TRUST

10.1 In relation to the notification of the transaction contemplated by the Sale and Purchase Agreement to the Autorità Garante della Concorrenza e del Mercato (IAA), MEMC Italy shall, at its own cost, use all reasonable endeavours to ensure that the Condition (as defined in the Sale and Purchase Agreement) is not fulfilled. Such reasonable endeavours include, without limitation, that MEMC Italy shall progress such notification with all due diligence, provide all information which is requested by the IAA and, as soon as reasonably practicable (but in any event prior to the notification to the IAA), notify Evonik Italy (and provide copies or, in the case of non-written material communications, all material details) of any communications from and to the IAA relating to the notification and the related review process.

10.2 EvonikItaly shall co-operate with MEMC Italy and its advisers and, as soon as reasonably practical, provide MEMC Italy with such information which is available to Evonik Italy as MEMC Italy may reasonably require, for the purpose of allowing MEMC Italy to comply with its obligations under Section 10.1.

§11
WAIVER

11.1 Evonik Germany, Degussa Germany and Evonik Italy hereby waive any and all claims they have at the signing of this Agreement, at the Transfer Date and at the end of the term of the On-site Supply Agreement and the Ancillary Agreements against MEMC arising out of or in connection with the On-Site Supply Agreement or any Ancillary Agreement except as for (i) claims set out in Section 3.1 (Payments) and Section 3.3 (Environmental Agreement) and Section 6.2 (Claims under existing TCS EG supply agreement) and (ii) claims for the delivery of utilities and services under the Utilities Agreement as far as required to preserve the New CS Plant until the transfer of the New CS Plant to MEMC Italy has actually occurred.

11.2 MEMC Italy and MEMC US hereby waive any and all claims they have at the signing of this Agreement, at the Transfer Date and at the end of the term of the On-site Supply Agreement and the Ancillary Agreements against Evonik Germany, Degussa Germany or Evonik Italy arising out of or in connection with the On-Site Supply Agreement or any Ancillary Agreement except as for

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(i) claims set out in Section 3.1 (Payments) and Section 3.3 (Environmental Agreement) and Section 6.2 (Claims under existing TCS EG supply agreement) and (ii) payment claims for the delivery of utilities and services under the Utilities Agreement as far as required to preserve the New CS Plant until the transfer of the New CS Plant to MEMC Italy has actually occurred.

11.3 For the avoidance of doubt, these waivers shall not affect any rights of any Party as agreed in this Agreement or the agreements entered or to be entered between the Parties as described herein or in the Off-site Settlement Agreement.

§12
TERMINATION

12.1 Each of MEMC US and Evonik Germany may terminate this Agreement by giving 10 days prior written notice to Evonik Germany or, as the case may be, to MEMC US, if the Condition (as defined in the Sale and Purchase Agreement) has occurred or been fulfilled, provided that such termination right shall expire 30 days after the Condition (as defined in the Sale and Purchase Agreement) has occurred or been fulfilled. In case of termination pursuant to this Section 12.1 this Agreement becomes null and void with ex-tunc effect (von Anfang an nichtig) and the Parties shall put themselves in a position as if this Agreement had never been entered into, in particular:

(a) Evonik has to pay back any amount received from MEMC paid in accordance with Section 8.3;

(b) the waivers set out in § 11 shall become null and void; and

(c) the Parties shall, with respect to its legal position relating to the On-site Supply Agreement, be deemed to be in the same situation and to have the same rights and claims (for a period of 30 days) under or in connection with the On-site Supply Agreement as they were in and that they had on 30 July 2012.

12.2 If neither MEMC US nor Evonik Germany exercises its termination right pursuant to Section 12.1, Section 2.5 shall apply mutatis mutandis and the Parties shall agree on a mutually acceptable solution with regard to the New CS Plant.

12.3 Unless as explicitly set forth in Section 12.1 and to the extent permitted by law, no Party shall have the right to terminate this Agreement.

§13
TAX AND COST SHARING

13.1 Save to the extent stated otherwise in Section 9 above, each Party shall bear its own costs of legal counsel and other advisors incurred with respect to the negotiation, execution or consummation of this Agreement.

13.2 Without prejudice to Sections 11.2 and 11.3 of the Sale and Purchase Agreement and to the extent MEMC Italy actually pays any of the taxes referred to in

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Section 11.2 of the Sale and Purchase Agreement and/or suffers any Tax Loss (as defined in the Sale and Purchase Agreement) or indemnifies Evonik Italy for any of said taxes paid, or Tax Losses suffered, by the latter, Evonik shall reimburse MEMC Italy 50% of such amounts up to a maximum amount of EUR 750,000. Without prejudice to MEMC’s right to set off under Section 8.7 (ii) above, Evonik shall reimburse MEMC Italy pursuant to the first sentence of this Section 13.2 within 15 business days of written request for payment by MEMC.

13.3 Subject to Section 13.1 above, MEMC and Evonik agree that MEMC will pay any and all fees (including notary fees, court fees and antitrust fees), costs and expenses that may be payable or incurred under or in connection with (i) this Agreement, (ii) the Sale and Purchase Agreement (iii) any of the Ancillary Agreements, (iv) the Off-Site Settlement Agreement or (v) any other agreement to be executed hereunder (Fee) except for any additional court fees which will arise because Evonik files more than one claim under Section 9.2 above although the filing of one claim for payment of the Settlement Amounts due under this Agreement and the Off-site Settlement Agreement would be admissible by the court (in which case the court fees relating to the second and any further claim shall be fully borne by Evonik). Without prejudice to the foregoing and Section 11.2 of the Sale and Purchase Agreement, Evonik shall reimburse 50% of such Fee, up to a maximum amount of EUR 100,000 within 15 business days of written request for payment by MEMC; any such Fee in excess of such amount shall solely be borne by MEMC.

§14
MISCELLANEOUS

14.1 Supporting Obligation

The Parties agree to work together in good faith to fully and timely achieve the legal and commercial goals set forth in this Agreement.

14.2 Conflicts

If the provisions of this Agreement conflict with the provisions of (i) the Sale and Purchase Agreement (in particular, with respect to its Section 3.3), (ii) any of the Ancillary Agreements, (iii) the Off-Site Settlement Agreement, (iv) any agreement or document signed in connection with the notification of the transaction contemplated by the Sale and Purchase Agreement to the IAA, or (v) any other agreement to be executed under or in connection with this Agreement, the provisions of this Agreement shall prevail.

14.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany, excluding (i) conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG) and (ii)

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the transfer for the New CS Plant and the related business on a going concern, which shall be governed by Italian law.

14.4 Settlement of Disputes

14.4.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, including (without limitation) any dispute relating to pre-contractual conduct or statements made by either Party prior to the execution of this Agreement and any tort-based liability arising from the behaviour of either Party, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. Hanau (Germany) shall be the place of arbitration. The number of arbitrators shall be three. The language of the arbitration shall be English. The parties to the arbitration shall jointly nominate the chairman of the arbitral tribunal within 30 days after the co-arbitrators have been confirmed by the ICC Court. If the parties fail to jointly nominate the chairman within such period the ICC Court shall appoint the chairman in accordance with Article 12(5) of the ICC Rules.

14.4.2 Any dispute, controversy or claim arising out of or in connection with the Off-site Supply Agreement and/or the On-site Supply Agreement, or the breach, termination or invalidity of either of them, including (without limitation) any dispute relating to pre-contractual conduct or statements made by either Party prior to the execution of the relevant Supply Agreement and any tort-based liability arising from the behaviour of either Party, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. Hanau (Germany) shall be the place of arbitration. The number of arbitrators shall be three. The language of the arbitration shall be English. The parties to the arbitration shall jointly nominate the chairman of the arbitral tribunal within 30 days after the co-arbitrators have been confirmed by the ICC Court. If the parties fail to jointly nominate the chairman within such period the ICC Court shall appoint the chairman in accordance with Article 12(5) of the ICC Rules. The Parties acknowledge and agree that the arbitration clause in Article 37.10 of the On-site Supply Agreement is hereby changed accordingly and that this change remains unaffected from any termination and/or invalidity of this Settlement Agreement.

14.5 Amendments

Any amendment, supplementation (Ergänzung) or suspension (Aufhebung) of this Agreement, including this provision, shall be valid only if agreed in writing (Schriftform), except where a stricter form (e.g. notarisation) is required under mandatory law.

14.6 Reference to German Legal Terms

Where a German term has been inserted in italics it alone (and not the English term to which it relates) shall be authoritative for the purpose of the interpretation of the relevant English term in this Agreement.

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14.7 Schedules and Exhibits

All Exhibits to this Agreement form an integral part of this Agreement.

14.8 Entire Agreement/Relation to other Agreements

This Agreement constitutes the final, complete expression of agreement between the Parties with respect to the subject matter covered herein and supersedes any and all previous negotiations, agreements and understandings, whether written or verbal, between the Parties with respect to the subject matter of this Agreement or parts thereof. There are no side agreements to this Agreement. In particular, if relevant at all, any terms agreed in this Agreement shall amend and supersede any terms previously agreed in any of the existing agreements referred to in the Preamble of this Agreement.

14.9 Severability

If any provision of this Agreement should be or become wholly or partially void (nichtig), ineffective (unwirksam) or unenforceable (undurchsetzbar), the validity, effectiveness and enforceability of the other provisions of this Agreement shall not be affected thereby. Any such void, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the void, ineffective or unenforceable provision as it regards subject-matter, extent (Maß), time, place and scope (Geltungsbereich). The aforesaid shall apply mutatis mutandis to any gap (Lücke) in this Agreement.

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In accordance with German law, signed in front of a Notary in Frankfurt, Germany by the following individuals:

/s/ Michael Renner            

Name: Michael Renner

For Evonik Industries AG

/s/ Thomas Knothe            

Name: Thomas Knothe

For Evonik Industries AG and Evonik Degussa Gmbh

/s/ Karsten Josef Hilmer        

Name: Karsten Josef Hilmer

For Evonik Degussa Gmbh

/s/ Giorgio Pellegrino            

Name: Giorgio Pellegrino

For Evonik Degussa Italia SpA

/s/ Andrea Nervi            

Name: Andrea Nervi

For MEMC Electronic Materials SpA

and MEMC Electronic Materials, Inc.

/s/ Michael Steinbrecher            

Name: Michael Steinbrecher

Title: Notary

Page 18

EX-10.101

Exhibit 10.101

4 SEPTEMBER 2012 EVONIK INDUSTRIES AG EVONIK DEGUSSA GMBH MEMC ELECTRONIC MATERIALS INC. MEMC ELECTRONIC MATERIALS S.P.A.
	SETTLEMENT AGREEMENT
	Pertaining to the Off-Site Supply Agreement

BY AND BETWEEN:

1. Evonik Industries AG, with its registered office at Essen, registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Essen under HRB 19474 (Evonik Germany)

2. Evonik Degussa GmbH, with its registered office at Essen, registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Essen under HRB 20227 (Degussa Germany) (Evonik Germany together with Degussa Germany collectively Evonik)

and

3. MEMC Electronic Materials S.p.A. with its registered office at viale Gherzi, n. 31, Novara 28100, Italy (MEMC Italy)

4. MEMC Electronic Materials Inc. with its registered office at 501 Pearl Drive, St. Peters, MO 63376-0008a corporation incorporated under the laws of Delaware, United States of America (MEMC US, MEMC US together with MEMC Italy MEMC, MEMC together with Evonik collectively the Parties and each of Evonik Germany, Degussa Germany, MEMC Italy and MEMC US a Party)

PREAMBLE

(A) WHEREAS, on 11 November 2010, Degussa Germany and MEMC Italy entered into an agreement pursuant to which Degussa Germany shall supply trichlorosilane technical grade (TCS) to MEMC Italy and MEMC Italy shall pay a purchase price for such delivery (as amended from time to time, the Off-site Supply Agreement).

(B) WHEREAS, under a business management agreement (Betriebsführungsvertrag) between Evonik Germany and Degussa Germany dated 23 May 2011 Degussa Germany has assigned all rights and obligations under the Off-Site Supply Agreement to Evonik Germany with legal effect as of 1 August 2011.

(C) WHEREAS, the Off-site Supply Agreement runs for a fixed term until 31 December 2014.

(D) WHEREAS, under the Off-Site Supply Agreement MEMC is required to purchase a certain quantity of TCS from Evonik Germany. The Off-Site Supply Agreement provides that, if MEMC fails to purchase such quantity of Products from Evonik Germany, MEMC shall pay to Evonik Germany shortfall payments as liquidated damages (so-called “take or pay obligation”).

(E) WHEREAS, MEMC Italy has not taken any TCS from Evonik Germany under the Off-Site Supply Agreement since November 2011 and MEMC US has notified Evonik Germany of its unilateral termination of the Off-Site Supply Agreement with letter dated 16 December 2011.

Page 2

(F) WHEREAS, Evonik Germany has rejected the unilateral termination by MEMC with letter dated 29 December 2011.

(G) WHEREAS, with letter dated 6 June 2012 Evonik Germany terminated unilaterally the Off-Site Supply Agreement and claimed damages in the amount of EUR 31,876,680. To secure its claim to damages Evonik Germany obtained a permission for prejudgment attachment with regard to the shares in MEMC Holding BV held by MEMC Italy in the amount of EUR 35,394,348.00 (Attachment).

(H) WHEREAS, the Parties now wish to enter into this settlement agreement (Agreement) in order to (i) find an amicable economic solution with respect to the termination of the Off-Site Agreement and (ii) avoid legal proceedings between the Parties.

(I) WHEREAS, today the Parties and Evonik Degussa Italia S.p.A (Evonik Italy) also enter into a settlement agreement with regard to the supply agreement dated 9 July 2008 (On-Site Settlement Agreement). According to the terms of the On-Site Settlement Agreement Evonik Italy sells and MEMC Italy purchases the New CS Plant and the related business on a going concern (as defined in the On-Site Settlement Agreement) in accordance with the terms and conditions of the Sale and Purchase Agreement as attached to the On-Site Settlement Agreement as Exhibit 2.1 (Sale and Purchase Agreement).

(J) WHEREAS, to this extent MEMC agrees to settle the dispute under the Off-Site Supply Agreement, subject to the terms of this Agreement, for a settlement amount of EUR 25,000,000 to be paid to Evonik Germany. In return, Evonik Germany agrees, subject to the terms of this Agreement (i) to waive all claims under the Off-Site Supply Agreement, and (ii) to lift the Attachment.

NOW, THEREFORE, the Parties hereby agree as follows:

§1
SETTLEMENT

The Parties agree to settle their dispute relating to the Off-Site Supply Agreement and to continue their supply relationship going forward by terminating the Off-Site Supply Agreement and settling the damages thereunder.

§2
TERMINATION OF THE OFF-SITE SUPPLY AGREEMENT

2.1 The Parties hereby acknowledge that the Off-site Supply Agreement has been validly terminated.

2.2 The Parties agree that MEMC shall pay to Evonik Germany as settlement of Evonik’s damage claims resulting from the termination of the Off-site Supply Agreement an amount of EUR 25,000,000 (twenty five million Euro).

§3
SETTLEMENT PAYMENTS

3.1 In accordance with Section 2.2, MEMC Italy and MEMC US shall pay, as joint and several debtors (Gesamtschuldner) to Evonik Germany a settlement amount in cash in a total amount of

Page 3

EUR 25,000,000

(Settlement Amount).

3.2 The Settlement Amount becomes due (fällig) and payable (zahlbar) as follows:

(a) EUR 10,000,000 become due (fällig) and payable (zahlbar) on 15 May 2013; and

(b) EUR 15,000,000 become due (fällig) and payable (zahlbar) on 15 August 2013.

For the avoidance of doubt the amounts above in (a) and (b) are net of VAT.

3.3 Unless otherwise requested by Evonik, any payment shall be made through an account of MEMC Italy by irrevocable wire transfer of immediately available funds, free of all taxes, bank charges and other deductions to the following bank account:

Evonik Industries AG

Account No: 667934397

Bank Code (Bankleitzahl): 70020270 (UniCredit Bank)

IBAN: DE53 7002 0270 0667 9343 97

BIC: HYVEDEMMXXX

3.4 If MEMC fails to make the respective settlement payments when due, it shall pay default interest (Verzugszinsen). The default interest rate shall amount to 10.5 per cent (%) per annum. The default interest rate shall be reduced to 6% as from the earlier of (i) the date on which Evonik’s executory title(s) covering in full the Settlement Amount and the amounts payable by MEMC under the On-site Settlement Agreement are readily enforceable in the US and (ii) 15 February 2013, save that (ii) shall not apply where Evonik’s failure to have its executory title(s) readily enforceable in the US by that date is due to any act or omission by MEMC. Evonik’s right to claim further default-related damages (Verzugsschaden) shall remain unaffected, except with respect to default interests.

3.5 If (i) MEMC fails to make any of the settlement payments (in full or in part) in accordance with the payment schedule set forth in Section 3.2(a) and 3.2(b) or fails to make any of the settlement payments under the On-site Settlement Agreement in accordance with the terms of the On-site Settlement Agreement and (ii) MEMC fails to make such payment within five business days after it has received a written warning notice by Evonik, the following shall apply:

(a) the full outstanding Settlement Amount not paid shall become immediately due (fällig) and payable (zahlbar);

(b) Evonik shall have the right to terminate the New STC Supply Agreement (as defined in § 5 of the On-Site Settlement Agreement) for cause and without further notice; and

(c) Evonik shall have the right to terminate the License and Technical Assistance Agreement (as defined in § 7 of the On-Site Settlement Agreement) for cause and without further notice; and

(d) if Evonik Germany terminates the New STC Supply Agreement or License and Technical Assistance Agreement, then MEMC shall have the right to terminate the TCS EG Supply Agreement (as defined in § 6.1 of the On-site Settlement Agreement) with prior written notice to Evonik Germany with effect to the later of (i) 31 December 2013 and (ii) 12 months from the date Evonik Germany has

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terminated the New STC Supply Agreement or License and Technical Assistance Agreement.

3.6 Any right of MEMC to set off (aufrechnen) and/or to withhold (zurückbehalten) payment of the Settlement Amount in part or in whole is hereby expressly waived and excluded except for claims of MEMC declaring the set-off which are acknowledged by Evonik in writing (schriftlich) or if and to the extent MEMC exercising the right of set-off has an enforceable title (Vollstreckungstitel) against Evonik.

§4
SECURITY RIGHTS

4.1 The Parties agree on and agree to implement the procedure and steps set out in Sections 4.2 through 4.11 to enable Evonik to obtain one or more executory title(s) in respect of MEMC’s payment of the Settlement Amount (or any parts thereof) (not exceeding the Settlement Amount) that is (are) readily enforceable in Italy and the US and which shall serve as security to Evonik in respect of MEMC’s payment of the Settlement Amount. MEMC undertakes to comply with the provisions set forth in Sections 4.2 through 4.11 and to take such other reasonable actions, make such other statements and otherwise conduct themselves as required from time to time for Evonik to promptly obtain such readily enforceable executory title(s).

4.2 Evonik Germany and/or Degussa Germany may at any time file with the courts in Essen (Germany) one or more claims against MEMC Italy and/or MEMC US for payment of the Settlement Amount or any parts thereof (not exceeding in aggregate the Settlement Amount) (Evonik’s Payment Claim(s)). Any such claim shall be substantially in the form set out in Exhibit 4.2. Evonik Germany and/or Degussa Germany may in their sole discretion file a claim in accordance with this Section 4 covering also any sums MEMC are obliged to pay to Evonik under the On-site Settlement Agreement executed by the Parties on the same date.

4.3 MEMC shall:

(a) unconditionally and fully acknowledge (anerkennen)Evonik’s Payment Claim(s) allowing the court to render a judgment by acknowledgement (Anerkenntnisurteil) within the meaning of section 307 of the German Code of Civil Procedure; and

(b) simultaneously declare to the court that MEMC waive – to the extent possible under German law – any rights they may have to challenge any such judgment by acknowledgement in respect of Evonik’s Payment Claim(s)

by promptly submitting to the Essen courts a written response to Evonik’s Payment Claim(s) substantially in the form set out in Exhibit 4.3. MEMC shall simultaneously notify Evonik of its submission in accordance with this Section 4.3 by transmitting a copy of the original submission to Evonik by facsimile or e-mail.

4.4 Save to the extent otherwise prohibited under mandatory German law, MEMC shall not raise any right, claim or objection in respect of Evonik’s Payment Claim(s) (whether of a procedural or substantial nature) and shall not take any action that may prevent or delay a judgment by acknowledgement (Anerkenntnisurteil) from being rendered, including, without limitation,

Page 5

(a) any right to set off any claim against Evonik’s Payment Claim(s);

(b) any objection as to the jurisdiction of the Essen courts either by reference to Section 7.4, the Parties’ previous arbitration agreements or otherwise; and

(c) any procedural actions/applications to extend statutory time limits to respond to any correspondence by Evonik and/or the court.

4.5 MEMC Italy and MEMC US hereby irrevocably appoint

Bryan Cave LLP

Hanseatic Trade Centre, Am Sandtorkai 77

20457 Hamburg

Germany

as their agent for service of process or other documents (Zustellungsbevollmächtigte, sections 171 seq. of the German Code of Civil Procedure – hereinafter: the Agent). A draft of the Agent’s unrestricted, unconditional and irrevocable authority to act as MEMC’s process agent is attached to this Agreement in Exhibit 4.5 MEMC represent and warrant that the Agent has unrestricted power of attorney (Prozessvollmacht, sections 80 seq. of the German Code of Civil Procedure) to act for and on behalf of MEMC in any legal proceeding initiated by Evonik Germany and/or Degussa Germany under Section 4.2 MEMC shall not replace the Agent or limit the Agent’s authority without Evonik’s prior written consent, such consent not to be unreasonably withheld or delayed.

4.6 Without prejudice to any convenience translations that either Party may from time to time voluntarily offer to provide to the other Parties, the Parties agree that any court or court-related correspondence and documents for legal proceedings in accordance with this § 4 shall be valid and effective if it is made in the German language. MEMC Italy and MEMC US hereby waive the right (if any) to receive translations of any court or court-related correspondence and/or documents and undertake not to object to the service or transmission of any such correspondence and/or documents in the German language. If and to the extent any Party requires a translation of any court or court-related correspondence and/or documents it shall procure such translation itself and at its own expense.

4.7 For the avoidance of doubt, MEMC Italy’s and MEMC US’ undertaking under Section 4.4 above not to challenge the jurisdiction of the Essen courts for the purpose of allowing Evonik to obtain an executory title in accordance with the Parties’ agreement shall not in any way prejudice or be construed as a mutually agreed deviation from or change of the Parties’ arbitration agreement in Section 7.4.1 which shall remain in full force and effect.

4.8 If at any time Evonik seek recognition of any judgment in respect of the Settlement Amount (or any parts thereof) obtained in accordance with this Section 4 in Italy, the US and/or in any other country, MEMC shall not object to, challenge or take any other action that may delay or prevent the recognition of such judgment.

4.9 Upon Evonik’s request MEMC shall promptly provide Evonik with a statement waiving – to the extent possible – any rights, claims and objections (including the right to challenge) that MEMC may have in the jurisdiction where recognition is sought. The statement shall be duly executed on behalf of MEMC Italy and MEMC US and shall

Page 6

comply with such other formal requirements as may need to be satisfied in order for the waiver to take full force and effect in the country of recognition.

4.10 To further secure Evonik’s right under the Agreement to MEMC’s payment of the Settlement Amount, on the date this Agreement is signed MEMC US shall provide Evonik with duly executed affidavits (confessions of judgment)in the form set out in Exhibit 4.10. Sections 4.8 seq. shall apply mutatis mutandis to any attempts by Evonik to obtain a judgement in the US based on these affidavits.

4.11 The Parties agree that the Attachment shall remain in full force and effect until the date on which MEMC have paid in full the Settlement Amount. Upon request by Evonik MEMC shall sign a statement in the form set out in Exhibit 4.11 as may be required by Evonik to maintain the Attachment in place.

4.12 Evonik shall not enforce payment of any default interest in excess of the relevant percentage agreed in Section 3.4 regardless of the percentage set out in the executory title on which such enforcement is based. Neither MEMC’s acknowledgement pursuant to Section 4.3 nor the rendering of any judgment by acknowledgement as a result thereof nor the affidavits provided by MEMC pursuant to Section 4.10 shall in any way prejudice or affect the Parties’ agreement on the applicable interest rates in Section 3.4.

4.13 If Evonik materially breaches its obligations under this Section 4 for reasons not attributable to MEMC and fails to remedy such breach within five (5) business days after receiving a notice thereof from MEMC, MEMC shall be entitled to suspend performance of its obligations under this Section 4 until Evonik has remedied the breach and Evonik Germany shall

(a) be liable to MEMC for any loss or damage incurred as a result of such failure save for any loss of financing incurred by MEMC as a result of such failure, and

(b) indemnify MEMC for and hold MEMC harmless from and against any costs, fees and expenses (in particular costs of legal counsel and other external advisors) incurred by MEMC as a result of having to assert and enforce their rights and claims against Evonik under this Agreement (Rechtsverfolgungskosten).

4.14 If MEMC Italy and/or MEMC US fail(s) to comply with their obligations under this Section 4 for reasons not attributable to Evonik and fail to remedy such breach within ten (10) business days after receiving a notice thereof from Evonik,

(a) MEMC shall be jointly and severally liable to Evonik for any loss or damage incurred as a result of such failure save for any loss of financing incurred by Evonik as a result of such failure, up to a maximum amount equal to the Settlement Amount;

(b) MEMC shall indemnify Evonik for and hold Evonik harmless from and against any costs, fees and expenses (in particular costs of legal counsel and other external advisors) incurred by Evonik as a result of having to assert and enforce their rights and claims against MEMC under this Agreement (Rechtsverfolgungskosten); and

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(c) Section 3.5 (a) through (d) shall apply.

For the avoidance of doubt, the cap in para. (a) shall not apply to the indemnity given by MEMC under para. (b).

4.15 After (i) Evonik has received the full Settlement Amount from MEMC or (ii) this Agreement has been terminated pursuant to Section 6.1, Evonik Germany and/or Degussa Germany shall without undue delay return to MEMC any executory titles, affidavits and/or other documents obtained by them under this Section 4 as a security for the settlement payment and take any action as may be required to lift the Attachment.

§5
WAIVER

5.1 Evonik Germany and Degussa Germany hereby waive any and all claims they have at the signing of this Agreement against MEMC arising out of or in connection with the Off-Site Supply Agreement except as for claims set out in Section 3.1 (Payments) of the On-site Settlement Agreement.

5.2 MEMC Italy and MEMC US hereby waive any and all claims they have at the signing of this Agreement against Evonik Germany or Degussa Germany arising out of or in connection with the Off-Site Supply Agreement except as for claims set out in Section 3.1 (Payments) of the On-site Settlement Agreement.

5.3 For the avoidance of doubt, these waivers shall not affect any rights of any Party as agreed in this Agreement or the agreements to be entered between the Parties as described herein or in the On-Site Settlement Agreement.

§6
TERMINATION

6.1 Each of MEMC US and Evonik Germany may terminate this Agreement by giving 10 days prior written notice to Evonik Germany or, as the case may be, to MEMC US if the Condition (as defined in the Sale and Purchase Agreement) has occurred or been fulfilled, provided that such termination right shall expire 30 days after the Condition (as defined in the Sale and Purchase Agreement) has occurred or been fulfilled. In case of termination pursuant to this Section 6.1 this Agreement becomes null and void with ex-tunc effect (von Anfang an nichtig) and the Parties shall put themselves in a position as if this Agreement had never been entered into, in particular:

(a) Evonik has to pay back any amount received from MEMC paid in accordance with Section 3.2;

(b) the waivers set out in § 5 shall become null and void.

6.2 Unless as explicitly set forth in Section 6.1 and to the extent permitted by law, no Party shall have the right to terminate this Agreement.

Page 8

§7
MISCELLANEOUS

7.1 Supporting Obligation

The Parties agree to work together in good faith to fully and timely achieve the legal and commercial goals set forth in this Agreement.

7.2 Cost and Expenses

Save to the extent stated otherwise in Section 4 above or in Section 13 of the On-site Settlement Agreement, each Party shall bear its own costs of legal counsel and other advisors incurred with respect to the negotiation, execution or consummation of this Agreement.

7.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany, excluding conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

7.4 Settlement of Disputes

7.4.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, including (without limitation) any dispute relating to pre-contractual conduct or statements made by either Party prior to the execution of this Agreement and any tort-based liability arising from the behaviour of either Party, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. Hanau (Germany) shall be the place of arbitration. The number of arbitrators shall be three. The language of the arbitration shall be English. The parties to the arbitration shall jointly nominate the chairman of the arbitral tribunal within 30 days after the co-arbitrators have been confirmed by the ICC Court. If the parties fail to jointly nominate the chairman within such period the ICC Court shall appoint the chairman in accordance with Article 12(5) of the ICC Rules.

7.4.2 Any dispute, controversy or claim arising out of or in connection with the Off-site Supply Agreement and/or the On-site Supply Agreement, or the breach, termination or invalidity of either of them, including (without limitation) any dispute relating to pre-contractual conduct or statements made by either Party prior to the execution of the relevant Supply Agreement and any tort-based liability arising from the behaviour of either Party, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. Hanau (Germany) shall be the place of arbitration. The number of arbitrators shall be three. The language of the arbitration shall be English. The parties to the arbitration shall jointly nominate the chairman of the arbitral tribunal within 30 days after the co-arbitrators have been confirmed by the ICC Court. If the parties fail to jointly nominate the chairman within such period the ICC Court shall appoint the chairman in accordance with Article 12(5) of the ICC Rules. The Parties acknowledge and agree that the arbitration clauses in Article 23.2 of the Off-site Supply Agreement are hereby changed accordingly and that this change remains unaffected from any termination and/or invalidity of this Settlement Agreement.

7.5 Amendments

Any amendment, supplementation (Ergänzung) or suspension (Aufhebung) of this Agreement, including this provision, shall be valid only if agreed in writing (Schriftform), except where a stricter form (e.g. notarisation) is required under mandatory law.

Page 9

7.6 Reference to German Legal Terms

Where a German term has been inserted in italics it alone (and not the English term to which it relates) shall be authoritative for the purpose of the interpretation of the relevant English term in this Agreement.

7.7 Schedules and Exhibits

All Exhibits to this Agreement form an integral part of this Agreement.

7.8 Entire Agreement/Relation to other Agreements

This Agreement constitutes the final, complete expression of agreement between the Parties with respect to the subject matter covered herein and supersedes any and all previous negotiations, agreements and understandings, whether written or verbal, between the Parties with respect to the subject matter of this Agreement or parts thereof. There are no side agreements to this Agreement. In particular, if relevant at all, any terms agreed in this Agreement shall amend and supersede any terms previously agreed in any of the existing agreements referred to in the Preamble of this Agreement.

7.9 Severability

If any provision of this Agreement should be or become wholly or partially void (nichtig), ineffective (unwirksam) or unenforceable (undurchsetzbar), the validity, effectiveness and enforceability of the other provisions of this Agreement shall not be affected thereby. Any such void, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the void, ineffective or unenforceable provision as it regards subject-matter, extent (Maß), time, place and scope (Geltungsbereich). The aforesaid shall apply mutatis mutandis to any gap (Lücke) in this Agreement.

Page 10

In accordance with German law, signed in front of a Notary in Frankfurt, Germany by the following individuals:

/s/ Michael Renner            

Name: Michael Renner

For Evonik Industries AG

/s/ Thomas Knothe            

Name: Thomas Knothe

For Evonik Industries AG and Evonik Degussa Gmbh

/s/ Karsten Josef Hilmer        

Name: Karsten Josef Hilmer

For Evonik Degussa Gmbh

/s/ Andrea Nervi            

Name: Andrea Nervi

For MEMC Electronic Materials SpA

and MEMC Electronic Materials, Inc.

/s/ Michael Steinbrecher            

Name: Michael Steinbrecher

Title: Notary

Page 11

EX-10.102

Exhibit 10.102

24 SEPTEMBER 2012 EVONIK INDUSTRIES AG EVONIK DEGUSSA GMBH EVONIK DEGUSSA ITALIA S.P.A. MEMC ELECTRONIC MATERIALS INC. MEMC ELECTRONIC MATERIALS S.P.A.
	AMENDMENT AGREEMENT
	To the On-Site Settlement Agreement and To the Off-Site Settlement Agreement

BY AND BETWEEN:

1. Evonik Industries AG, with its registered office at Essen, registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Essen under HRB 19474 (Evonik Germany)

2. Evonik Degussa GmbH, with its registered office at Essen, registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Essen under HRB 20227 (Degussa Germany)

3. Evonik Degussa Italia SpA, with its registered office at Largo Donegani n. 2, 20121 Milano, Italy, registered with the Register of Enterprises of Milan, registration number and tax code 08865250156, (Evonik Italy, Evonik Italy together with Evonik Germany and Degussa Germany together Evonik)

and

4. MEMC Electronic Materials S.p.A. with its registered office at viale Gherzi, n. 31, Novara 28100, Italy with registered office in Novara, at Viale Luigi Gherzi no. 31, registered with the Register of Enterprises of Novara, registration number and tax code 01256330158, (MEMC Italy)

5. MEMC Electronic Materials Inc. with its registered office at 501 Pearl Drive, St. Peters, MO 63376-0008, a corporation incorporated under the laws of Delaware, United States of America (MEMC US, MEMC US together with MEMC Italy MEMC, MEMC together with Evonik collectively the Parties and each of Evonik Germany, Degussa Germany, Evonik Italy, MEMC Italy and MEMC US a Party)

PREAMBLE

(A) WHEREAS, on 4 September 2012 the Parties entered into (i) a settlement agreement pertaining to the on-site supply agreement (notarial deed no. 249/2012 of the notary Michael Steinbrecher, Frankfurt am Main) (On-Site Settlement Agreement) and (ii) a settlement agreement pertaining to the off-site supply agreement (notarial deed no. 249/2012 of the notary Michael Steinbrecher, Frankfurt am Main) (Off-Site Settlement Agreement).

(B) WHEREAS, pursuant to § 2.1 of the On-Site Settlement Agreement Evonik Italy shall sell and transfer the New CS Plant (as defined in the On-Site Settlement Agreement) and the related business on a going concern to MEMC Italy. Therefore, the Parties agreed to enter into a sale and purchase agreement substantially in the form as attached as Exhibit 2.1 to the On-Site Settlement Agreement.

(C) WHEREAS, at the time of notarisation of the On-Site Settlement Agreement and the Off-Site Settlement Agreement the Parties were of the opinion, based upon the 2011 MEMC’s consolidated Italian turnover figures reported by MEMC to Evonik, that the transaction contemplated under the Sale and Purchase Agreement (as defined in the On-Site Settlement Agreement) (Transaction) was subject to the notification obligation to the Italian antitrust authority (Autorità Garante della Concorrenza e del Mercato – IAA) under art. 16, par. 1, Law n. 287/1990, as amended (IAL). Therefore, §§ 10 and 12 of the On-Site Settlement Agreement and § 6 of the Off-Site Settlement Agreement contain provisions relating to the notification of the Transaction to the IAA.

(D) WHEREAS, shortly after the notarisation of the On-Site Settlement Agreement and the Off-Site Settlement Agreement MEMC reported to Evonik new figures regarding MEMC’s 2011 consolidated turnover generated in Italy. On the basis of such new turn-over figures the Transaction

Page 2

is not subject to any notification obligation to the IAA, since none of the alternative relevant thresholds provided under art. 16, par. 1, IAL are met. Thus, the Parties intend to amend, inter alia, §§ 10 and 12 of the On-Site Settlement Agreement and § 6 of the Off-Site Settlement Agreement by entering into this amendment agreement (AmendmentAgreement).

NOW, THEREFORE, the Parties hereby agree as follows:

§1
DEFINITIONS AND EFFECTIVE DATE

1.1 Defined terms used herein shall have the same meaning as attributed to them in the On-Site Settlement Agreement, unless they are defined differently herein.

1.2 This Amendment Agreement constitutes an amendment agreement to the On-Site Settlement Agreement as provided for in § 3 and an amendment agreement to the Off-Site Settlement Agreement as provided for in § 4.

1.3 This Amendment Agreement shall become effective upon its notarisation.

§2
MEMC'S AND EVONIK'S TURNOVER FIGURES

2.1 MEMC hereby represents and confirms that its consolidated turnover generated in Italy in 2011 amounts to USD 375,600,000, that is well below the first alternative EUR 474,000,000 turnover threshold provided by art. 16, par. 1, IAL, as periodically updated by the IAA.

2.2 Evonik Italy hereby represents and confirms that the relevant consolidated turnover generated in Italy by the New CS Plant in 2011 was well below the second alternative EUR 47,000,000 turnover threshold provided by art. 16, par. 1, IAL, as periodically updated by the IAA.

2.3 Accordingly, on the basis of the data provided in §§ 2.1 and 2.2 of this Amendment Agreement, all Parties agree that the Transaction is not subject to any notification obligation to the IAA, since none of the relevant alternative thresholds provided under art. 16, par. 1, of IAL, as subsequently amended, are met.

§3
AMENDMENT OF THE ON-SITE SETTLEMENT AGREEMENT

3.1 In § 9.15 of the On-Site Settlement Agreement the characters “(i)” and the words “or (ii) this Agreement has been terminated pursuant to Section 12.1” shall be deleted.

3.2 In the heading of § 10 of the On-Site Settlement Agreement the word “ANTI-TRUST” shall be replaced by the words “[INTENTIONALLY LEFT BLANK]”.

3.3 §§ 10.1 and 10.2 of the On-Site Settlement Agreement shall be deleted.

3.4 In the heading of § 12 of the On-Site Settlement Agreement the word “TERMINATION” shall be replaced by the words “[INTENTIONALLY LEFT BLANK]”.

3.5 §§ 12.1, 12.2 and 12.3 of the On-Site Settlement Agreement shall be deleted.

Page 3

§4
AMENDMENT OF OFF-SITE SETTLEMENT AGREEMENT

4.1 In § 4.15 of the Off-Site Settlement Agreement the characters “(i)” and the words “or (ii) this Agreement has been terminated pursuant to Section 6.1”shall be deleted.

4.2 In the heading of § 6 of the Off-Site Settlement Agreement the word “TERMINATION” shall be replaced by the words “[INTENTIONALLY LEFT BLANK]”.

4.3 §§ 6.1 and 6.2 of the Off-Site Settlement Agreement shall be deleted.

§5
SALE AND PURCHASE AGREEMENT

5.1 In light of the representations and confirmations contained in § 2 of this Amendment Agreement, the Parties agree and acknowledge to amend the draft of the Sale and Purchase Agreement in such a way that the Transaction will not be subject to a condition subsequent and, accordingly, does not contain the obligation to notify the IAA (i.e., Clauses 4.1 through 4.6 of the Sale and Purchase Agreement and all relating definitions shall be deleted).

5.2 The Parties agree and acknowledge further that, for the avoidance of doubt, the Sale and Purchase Agreement as amended pursuant to § 5.1 of this Amendment Agreement shall be deemed to be substantially in the form as attached as Exhibit 2.1 of the On-Site Settlement Agreement (within the meaning of § 2.1 of the On-Site Settlement Agreement).

§6
MISCELLANEOUS

6.1 Save as expressly amended in this Amendment Agreement, the provisions of the On-Site Settlement Agreement and the Off-Site Settlement Agreement shall remain unaffected and in full force and effect.

6.2 §§ 14.3 (Governing Law), 14.4 (Settlement of Disputes), 14.5 (Amendments), 14.8 (Entire Agreement/Relation to other Agreements) and 14.9 (Severability) of the On-Site Settlement Agreement shall also apply to this Amendment Agreement.

Page 4

In accordance with German law, signed in front of a Notary in Frankfurt, Germany by the following individuals:

/s/ Fotini Amanatidou            

Name: Fotini Amanatidou

For Evonik Industries AG

/s/ Marija Anušić            

Name: Marija Anušić

For Evonik Degussa Gmbh

/s/ Marcus Bayerle            

Name: Marcus Bayerle

For Evonik Degussa Italia SpA

/s/ Elinar Oganezova            

Name: Elinar Oganezova

For MEMC Electronic Materials SpA

and MEMC Electronic Materials, Inc.

/s/ Michael Steinbrecher            

Name: Michael Steinbrecher

Title: Notary

Page 5

EX-31.1

Exhibit 31.1

Certification

I, Ahmad Chatila, certify that:

1 I have reviewed this quarterly report on Form 10-Q of MEMC Electronic Materials, Inc.;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4 The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision; to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5 The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2012

/s/ Ahmad Chatila

Ahmad Chatila

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Brian Wuebbels, certify that:

1 I have reviewed this quarterly report on Form 10-Q of MEMC Electronic Materials, Inc.;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4 The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision; to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5 The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2012

/s/ Brian Wuebbels

Brian Wuebbels

Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of MEMC Electronic Materials, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Ahmad Chatila, President, Chief Executive Officer and Director of the Company, and Brian Wuebbels, Executive Vice President and Chief Financial Officer of the Company, certify, to the best of our knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2012

By:	/s/ Ahmad Chatila
Name:	Ahmad Chatila
Title:	President and Chief Executive Officer MEMC Electronic Materials, Inc.

Date: November 9, 2012

By:	/s/ Brian Wuebbels
Name:	Brian Wuebbels
Title:	Executive Vice President and Chief Financial Officer MEMC Electronic Materials, Inc.

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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
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	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Mar. 10, 2011 Senior Notes [Member]	Sep. 28, 2012 Second Lien Credit Agreement [Member]	Sep. 30, 2012 Second Lien Credit Agreement [Member]	Sep. 28, 2012 Second Lien Credit Agreement [Member] Eurocurrency [Member]	Sep. 28, 2012 Second Lien Credit Agreement [Member] Base Rate [Member]	Mar. 10, 2011 Maximum [Member] Senior Notes [Member]	Mar. 10, 2011 Minimum [Member] Senior Notes [Member]	Sep. 30, 2012 On or prior to March 31, 2014 [Member] Minimum [Member] Second Lien Credit Agreement [Member]	Sep. 30, 2012 After March 31, 2014 but on or prior to March 31, 2015 [Member] Second Lien Credit Agreement [Member]	Sep. 30, 2012 After March 31, 2015 but on or prior to March 31, 2016 [Member] Second Lien Credit Agreement [Member]	Sep. 30, 2012 EBITDA less than 400 million [Member] Second Lien Credit Agreement [Member]	Sep. 30, 2012 EBITDA, 400 million to 600 million [Member] Second Lien Credit Agreement [Member]	Sep. 30, 2012 EBITDA, 600 million to 850 million [Member] Second Lien Credit Agreement [Member]	Sep. 30, 2012 EBITDA greater than 850 million [Member] Second Lien Credit Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount				$ 550,000,000	$ 200,000,000
Discount rate					2.00%
Proceeds from second lien term loan	196,000,000	0			196,000,000
Senior note, interest rate				7.75%
Debt issuance costs				13,800,000	10,800,000
Debt issuance costs, amortized period (in years)				8 years	5 years
Senior notes sold at a fixed percentage of the principal amount				100.00%
Number Of Days, Notice To Redeem Note									60 days	30 days
Debt Instrument Redemption Period				12 months
Purchase price percent if change of control of MEMC occurs				101.00%
Notes Payable	19,500,000		21,400,000
Interest rate floor					1.50%
Spread on variable rate							9.25%	8.25%
Effective interest rate						10.75%
Debt Instrument, Yield Maintenance Payments, Percentage of Prepaid Principal Amount											3.00%
Call premium, percentage												3.00%	1.00%
Consolidated leverage ratio						3.5
Consolidated leverage ratio after report date						3
Debt Instrument, Expected Liquidity Covenant, Minimum														400,000,000	300,000,000	200,000,000	0
Debt Instrument, Covenant Compliance, EBITDA, Minimum														400,000,000	400,000,000	600,000,000	850,000,000
Debt Instrument, Covenant Compliance, EBITDA, Maximum															$ 600,000,000	$ 850,000,000

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Condensed Consolidating Financial Information (Condensed Consolidating Statement of Cash Flows) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended	9 Months Ended
	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$ 161.3	$ (283.4)	$ 161.3
Cash flows from investing activities:
Capital expenditures	(390.4)	(100.3)	(390.4)
Construction of solar energy systems	(470.2)	(193.2)	(470.2)
Purchases of cost and equity method investments	(50.4)	(35.2)	(50.4)
Net proceeds from equity method investments	83.7	3.0	83.7
Change in Restricted cash	(83.0)	(1.3)	(83.0)
Payments to vendors for refundable deposits on long-term agreements	(14.5)	4.8	(14.5)
Proceeds from sale of property, plant and equipment	37.1	0	37.1
Cash paid for acquisitions, net of cash acquired	(162.6)	0	(162.6)
Equity Infusions or investments in subsidiaries	0	0
Other	(0.6)	(0.1)	(0.6)
Net cash used in investing activities	(1,050.9)	(322.3)	(1,050.9)
Cash flows from financing activities:
Proceeds from Senior notes issuance	550.0	0	550.0
Cash paid for SunEdison acquisition contingent consideration	(50.2)	(58.0)	(50.2)
Proceeds From Solar Energy Systems Financing And Capital Lease Obligations	694.8	720.3	694.8
Repayments Of Solar Energy Systems Financing And Capital Lease Obligations	(122.1)	(184.0)	(122.1)
Net repayments of customer deposits related to long-term supply agreements	(57.3)	(23.6)	(57.3)
Principal payments on long-term debt	(1.8)	(1.8)	(1.8)
Common stock repurchased	(2.8)	(0.1)	(2.8)
Dividends to noncontrolling interest	(15.2)	16.4	(15.2)
(Repayment of) collection of intercompany debt	0	0
Second lien term loan		196.0	0
Debt financing fees	(34.8)	(35.2)	(34.8)
Net cash provided by financing activities	960.6	630.0	960.6
Effect of exchange rate changes on cash and cash equivalents	7.8	(0.3)	7.8
Net decrease in cash and cash equivalents	78.8	24.0	78.8
Cash and cash equivalents at beginning of period	707.3	585.8	707.3
Cash and cash equivalents at end of period	786.1	609.8
MEMC, Inc. [Member]
Cash flows from operating activities:
Net cash (used in) provided by operating activities	(196.7)	(100.2)
Cash flows from investing activities:
Capital expenditures	(21.1)	(14.7)
Construction of solar energy systems	0	0
Purchases of cost and equity method investments	(1.1)	(3.8)
Net proceeds from equity method investments	70.0	7.2
Change in Restricted cash	0	0
Payments to vendors for refundable deposits on long-term agreements	0	0
Proceeds from sale of property, plant and equipment	0
Cash paid for acquisitions, net of cash acquired	0
Equity Infusions or investments in subsidiaries	(1.1)	(44.0)
Other	1.4	1.9
Net cash used in investing activities	48.1	(53.4)
Cash flows from financing activities:
Proceeds from Senior notes issuance	550.0
Cash paid for SunEdison acquisition contingent consideration	0	0
Proceeds From Solar Energy Systems Financing And Capital Lease Obligations	0	0
Repayments Of Solar Energy Systems Financing And Capital Lease Obligations	0	0
Net repayments of customer deposits related to long-term supply agreements	0	0
Principal payments on long-term debt	0	0
Common stock repurchased	(2.8)	(0.1)
Dividends to noncontrolling interest	0	0
(Repayment of) collection of intercompany debt	(167.9)	(33.8)
Second lien term loan		196.0
Debt financing fees	(18.0)	(12.7)
Net cash provided by financing activities	361.3	149.4
Effect of exchange rate changes on cash and cash equivalents	(0.2)	(0.2)
Net decrease in cash and cash equivalents	212.5	(4.4)
Cash and cash equivalents at beginning of period	15.5	228.9	15.5
Cash and cash equivalents at end of period	228.0	224.5
Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net cash (used in) provided by operating activities	91.9	28.9
Cash flows from investing activities:
Capital expenditures	(40.3)	(16.3)
Construction of solar energy systems	0	0
Purchases of cost and equity method investments	(5.0)	0
Net proceeds from equity method investments	13.7	0
Change in Restricted cash	0.5	(2.1)
Payments to vendors for refundable deposits on long-term agreements	(14.4)	0
Proceeds from sale of property, plant and equipment	0
Cash paid for acquisitions, net of cash acquired	(160.6)
Equity Infusions or investments in subsidiaries	1.1	(6.7)
Other	0.4	0
Net cash used in investing activities	(204.6)	(25.1)
Cash flows from financing activities:
Proceeds from Senior notes issuance	0
Cash paid for SunEdison acquisition contingent consideration	(50.2)	(3.8)
Proceeds From Solar Energy Systems Financing And Capital Lease Obligations	0	8.4
Repayments Of Solar Energy Systems Financing And Capital Lease Obligations	(1.8)	(0.5)
Net repayments of customer deposits related to long-term supply agreements	(1.4)	0
Principal payments on long-term debt	0	0
Common stock repurchased	0	0
Dividends to noncontrolling interest	0	0
(Repayment of) collection of intercompany debt	220.2	9.5
Second lien term loan		0
Debt financing fees	0	0
Net cash provided by financing activities	166.8	13.6
Effect of exchange rate changes on cash and cash equivalents	(0.1)	0
Net decrease in cash and cash equivalents	54.0	17.4
Cash and cash equivalents at beginning of period	7.2	58.3	7.2
Cash and cash equivalents at end of period	61.2	75.7
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net cash (used in) provided by operating activities	179.8	(152.5)
Cash flows from investing activities:
Capital expenditures	(329.0)	(69.3)
Construction of solar energy systems	(372.3)	(243.3)
Purchases of cost and equity method investments	(44.3)	(31.4)
Net proceeds from equity method investments	0	(4.2)
Change in Restricted cash	(83.5)	0.8
Payments to vendors for refundable deposits on long-term agreements	(0.1)	(4.8)
Proceeds from sale of property, plant and equipment	37.1
Cash paid for acquisitions, net of cash acquired	(2.0)
Equity Infusions or investments in subsidiaries	0	50.7
Other	(14.0)	(11.5)
Net cash used in investing activities	(808.1)	(303.4)
Cash flows from financing activities:
Proceeds from Senior notes issuance	0
Cash paid for SunEdison acquisition contingent consideration	0	(54.2)
Proceeds From Solar Energy Systems Financing And Capital Lease Obligations	694.8	711.9
Repayments Of Solar Energy Systems Financing And Capital Lease Obligations	(120.3)	(183.5)
Net repayments of customer deposits related to long-term supply agreements	(55.9)	(23.6)
Principal payments on long-term debt	(1.8)	(1.8)
Common stock repurchased	0	0
Dividends to noncontrolling interest	(15.2)	16.4
(Repayment of) collection of intercompany debt	(52.3)	24.3
Second lien term loan		0
Debt financing fees	(16.8)	(22.5)
Net cash provided by financing activities	432.5	467.0
Effect of exchange rate changes on cash and cash equivalents	8.1	(0.1)
Net decrease in cash and cash equivalents	(187.7)	11.0
Cash and cash equivalents at beginning of period	684.6	298.6	684.6
Cash and cash equivalents at end of period	496.9	309.6
Consolidating Adjustments [Member]
Cash flows from operating activities:
Net cash (used in) provided by operating activities	86.3	(59.6)
Cash flows from investing activities:
Capital expenditures	0	0
Construction of solar energy systems	(97.9)	50.1
Purchases of cost and equity method investments	0	0
Net proceeds from equity method investments	0	0
Change in Restricted cash	0	0
Payments to vendors for refundable deposits on long-term agreements	0	0
Proceeds from sale of property, plant and equipment	0
Cash paid for acquisitions, net of cash acquired	0
Equity Infusions or investments in subsidiaries	0	0
Other	11.6	9.5
Net cash used in investing activities	(86.3)	59.6
Cash flows from financing activities:
Proceeds from Senior notes issuance	0
Cash paid for SunEdison acquisition contingent consideration	0	0
Proceeds From Solar Energy Systems Financing And Capital Lease Obligations	0	0
Repayments Of Solar Energy Systems Financing And Capital Lease Obligations	0	0
Net repayments of customer deposits related to long-term supply agreements	0	0
Principal payments on long-term debt	0	0
Common stock repurchased	0	0
Dividends to noncontrolling interest	0	0
(Repayment of) collection of intercompany debt		0
Second lien term loan		0
Debt financing fees	0	0
Net cash provided by financing activities	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net decrease in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0	0
Cash and cash equivalents at end of period	$ 0	$ 0

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Fair Value Measurements (Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ (90.3)		$ (19.4)
Total unrealized gains (losses) included in earnings	(11.9)	[1]	7.4	[1]
Acquisitions, sales, redemptions and maturities			(104.6)
Acquisitions	67.3
Ending Balance	(34.9)		(116.6)
Fair Value Assets And Liabilities Measured On Recurring Basis Unrealized Gain Loss Included In Earnings	(11.9)
Contingent Consideration Related to Acquisitions [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	(90.8)		(26.2)
Total unrealized gains (losses) included in earnings	(11.5)	[1]	12.0	[1]
Acquisitions, sales, redemptions and maturities			(104.6)
Acquisitions	67.3
Ending Balance	(35.0)		(118.8)
Fair Value Assets And Liabilities Measured On Recurring Basis Unrealized Gain Loss Included In Earnings	(11.5)
Other Derivatives [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	0		1.6
Total unrealized gains (losses) included in earnings	0	[1]	0
Acquisitions, sales, redemptions and maturities
Acquisitions	0
Ending Balance	0		1.6
Fair Value Assets And Liabilities Measured On Recurring Basis Unrealized Gain Loss Included In Earnings	0
Suntech Warrant [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	0.5		5.2
Total unrealized gains (losses) included in earnings	(0.4)	[1]	(4.6)	[1]
Acquisitions, sales, redemptions and maturities			0
Acquisitions	0
Ending Balance	0.1		0.6
Fair Value Assets And Liabilities Measured On Recurring Basis Unrealized Gain Loss Included In Earnings	$ (0.4)

[1] Amounts included in earnings are recorded to non-operating expense (income) in the condensed consolidated statement of operations and comprehensive (loss) income, except for the amount included in marketing and administration for the contingent consideration related to acquisitions, for which changes to the fair value were recorded to operating income (loss) in the condensed consolidated statement of operations and comprehensive (loss) income.

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Debt and Capital Lease Obligations (Debt) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Senior Notes	$ 550.0	$ 550.0
Senior Notes, Current	0	0
Senior Notes, Noncurrent	550.0	550.0
Loans Payable	196.0	0
Loans Payable, Current	0	0
Loans Payable, Noncurrent	196.0	0
Notes Payable	19.5	21.4
Notes Payable, Current	3.7	3.7
Notes Payable, Noncurrent	15.8	17.7
Debt and Capital Lease Obligations	765.5	571.4
Current portion of long-term debt	3.7	3.7
Long-term debt and capital lease obligations, less current portion	761.8	567.7
Short Term Solar Energy System Financing And Current Portion Of Long Term Solar Energy System Financing And Capital Lease Obligations	143.3	144.2
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities	1,404.6	1,211.2
Debt And Capital Lease Obligations Including Solar Energy Systems Financing	2,313.4	1,926.8
Debt And Capital Lease Obligations Including Solar Energy Systems Financing, Current	147.0	147.9
Long Term Debt And Capital Lease Obligations Including Solar Energy Systems Financing	2,166.4	1,778.9
Solar Energy [Member]
Debt Instrument [Line Items]
Short-term Debt	54.3
Short-term Debt, Weighted Average Interest Rate	6.40%	6.20%
Capital Lease Obligations, Current	11.9	13.3
Capital Lease Obligations, Noncurrent	88.3	94.5
Sale Leaseback Transaction, Amount Due under Financing Arrangement	999.6	837.0
Financing Obligations, Current	20.1	8.4
Long-term Finance Obligations	979.5	828.6
Other System Financing transactions	107.5	27.6
Other system financing transactions, current	0	17.4
Other system financing transactions, noncurrent	107.5	10.2
Long Term Solar Energy Systems Financing And Capital Leases	1,547.9	1,355.4
Short Term Solar Energy System Financing And Current Portion Of Long Term Solar Energy System Financing And Capital Lease Obligations	143.3	144.2
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities	1,404.6	1,211.2
Construction and Term Debt [Member] | Solar Energy [Member]
Debt Instrument [Line Items]
Long-term Debt	286.3	305.8
Long-term Debt, Current Maturities	57.0	27.9
Long-term Debt, Excluding Current Maturities	229.3	277.9
SunEdison [Member] | Solar Energy [Member]
Debt Instrument [Line Items]
Capital Lease Obligations	100.2	107.8
Construction and Term Debt [Member] | Solar Energy [Member]
Debt Instrument [Line Items]
Short-term Debt	$ 54.3	$ 77.2

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Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2012

Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract]

Schedule of Variable Interest Entities

The carrying amounts and classification of our consolidated VIEs' assets and liabilities included in our condensed consolidated balance sheet are as follows:

In millions	As of September 30, 2012			As of December 31,  2011
Current assets	$	7.3		$	3.6
Noncurrent assets	56.4			62.7
Total assets	$	63.7		$	66.3
Current liabilities	$	(9.1	)	$	(10.9	)
Noncurrent liabilities	(71.6		)	(57.4		)
Total liabilities	$	(80.7	)	$	(68.3	)

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Income (loss) Per Share (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended				6 Months Ended		9 Months Ended
	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Earnings Per Share [Abstract]
Net (loss) income attributable to MEMC stockholders	$ 37.0	$ 61.3	$ 92.0	$ (94.4)	$ 153.3	$ (51.6)	$ (138.8)	$ (51.6)
Adjustment of redeemable noncontrolling interest (see Note 11)	(0.9)			0			(0.9)	0
Adjusted net income to common stockholders, basic	36.1			(94.4)			(139.7)	(51.6)
Adjusted net income to common stockholders, diluted	$ 36.1			$ (94.4)			$ (139.7)	$ (51.6)
Weighted-average shares outstanding (in shares)	230,900,000			230,300,000			230,800,000	229,700,000
Stock options and restricted stock units	1,100,000			0			0	0
Total shares (in shares)	232,000,000			230,300,000			230,800,000	229,700,000
Income (loss) per share, basic (in dollars per share)	$ 0.16			$ (0.41)		$ (0.22)	$ (0.61)	$ (0.22)
Income (loss) per share, diluted (in dollars per share)	$ 0.16			$ (0.41)		$ (0.22)	$ (0.61)	$ (0.22)
Stock options and restricted stock units excluded from calculation of diluted EPS (in shares)				13,900,000				12,500,000

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Condensed Consolidating Financial Information (Narrative) (Details) (Senior Notes [Member], USD $)	Mar. 10, 2011
Senior Notes [Member]
Debt Instrument [Line Items]
Senior notes, issued amount	$ 550,000,000
Debt Instrument, Interest Rate, Stated Percentage	7.75%

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Solar Energy Systems Held for Development and Sale (Tables)

9 Months Ended

Sep. 30, 2012

Solar Energy Systems Held For Development and Sale [Abstract]

Solar Energy Systems Held for Development and Sale

Solar energy systems held for development and sale consist of the following:

	As of		As of
In millions	September 30, 2012		December 31, 2011
Under development	$	202.6	$	193.5
Systems held for sale	43.4		179.5
	$	246.0	$	373.0

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Debt and Capital Lease Obligations (Other Facilities) (Details) (USD $)	3 Months Ended		6 Months Ended	9 Months Ended										9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2012 Corporate Credit Facility [Member]	Sep. 28, 2012 Corporate Credit Facility [Member]	May 08, 2012 Corporate Credit Facility [Member]	Mar. 31, 2012 Corporate Credit Facility [Member]	Feb. 28, 2012 Corporate Credit Facility [Member]	Dec. 31, 2011 Corporate Credit Facility [Member]	Mar. 22, 2011 Corporate Credit Facility [Member]	Sep. 30, 2012 Maximum [Member] Corporate Credit Facility [Member]	May 08, 2012 Maximum [Member] Corporate Credit Facility [Member]	Sep. 30, 2012 Minimum [Member] Corporate Credit Facility [Member]	May 08, 2012 Minimum [Member] Corporate Credit Facility [Member]	May 08, 2012 Eurocurrency [Member] Corporate Credit Facility [Member]	May 08, 2012 Base Rate [Member] Corporate Credit Facility [Member]	Sep. 30, 2012 EBITDA less than 400 million [Member] Corporate Credit Facility [Member]	Sep. 30, 2012 EBITDA, 400 million to 600 million [Member] Corporate Credit Facility [Member]	Sep. 30, 2012 EBITDA, 600 million to 850 million [Member] Corporate Credit Facility [Member]	Sep. 30, 2012 EBITDA greater than 850 million [Member] Corporate Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity											$ 400,000,000
Debt Instrument, Expected Liquidity Covenant, Minimum					350,000,000			450,000,000	500,000,000									500,000,000	400,000,000	300,000,000	0
Debt Instrument, Covenant Compliance, EBITDA, Maximum																		400,000,000	600,000,000	850,000,000
Debt Instrument, Covenant Compliance, EBITDA, Minimum																			400,000,000	600,000,000	850,000,000
Line of Credit Facility, Interest Rate Increase									0.25%
Line of Credit, Term														3 years
Debt Instrument, Basis Spread on Variable Rate																3.75%	2.75%
Debt Instrument, Amendment for Convertible or Subordinated Undsecured Debt							250,000,000
Debt issuance costs						2,000,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage					0.50%
Letter Of Credit Fees, Effective Rate					2.75%
Ratio of Indebtedness to Net Capital					2.4							2.50	3.00	1.00	1.00
Debt Instrument, Covenant Compliance, Estimated Minimum Liquidity Covenant Third Quarter							400,000,000
Debt Instruments, Cross Default Clause, Minimum Default Indebtedness Amount					35,000,000
Debt Instrument, Covenant Compliance, Amount in Excess of Variable Minimum Liquidity Amount					480,300,000
Line of Credit Facility, Amount Outstanding					0
Letters of Credit Outstanding, Amount					129,500,000					173,000,000
Line of Credit Facility, Remaining Borrowing Capacity					270,500,000					227,000,000
Short Term Committed Financing Arrangements Maximum Amount	35,100,000			35,100,000
Short Term Committed Financing Arrangements Outstanding Amount	0			0
Short Term Committed Financing Arrangements Unavailable Amount Due to Third Party Letters of Credit	7,400,000			7,400,000
Interest Costs, Capitalized During Period	$ 4,300,000	$ 6,000,000	$ 11,500,000	$ 15,700,000

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Solar Energy Systems Held for Development and Sale (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Solar Energy Systems Held For Development and Sale [Abstract]
Under development	$ 202.6	$ 193.5
Systems held for sale	43.4	179.5
Solar Energy Systems Held for Development and Sale, Total	$ 246.0	$ 373.0

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Basis of Presentation (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended				6 Months Ended		9 Months Ended
	Dec. 31, 2011 segment	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Sep. 30, 2012 segment	Sep. 30, 2011
Deferred Income Tax Expense (Benefit)			$ 6.1					$ 4.3	$ (103.5)
cost of good sold adjustment			16.0	6.6		22.6		22.6
Net Income (Loss) Attributable to Parent		37.0	61.3	92.0	(94.4)	153.3	(51.6)	(138.8)	(51.6)
Number of Reportable Segments Consolidated	2
Number of Reportable Segments After Consolidation Of Business Units	1
Number of Reportable Segments								2
Net Income [Member]
Net income (loss) attributable to parent, adjusted			$ 77.2	$ 98.6		$ 175.8

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Derivatives and Hedging Instruments (Derivative Instruments, Gain (Loss) in Statement of Operations) (Details) (Derivatives Not Designated as Hedging Instrument [Member], Other, Net [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Suntech Warrant [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments (Gains) Losses Recognized in Statement of Operations Location	$ 0.2	$ 4.3	$ 0.4	$ 4.6
Currency Forward Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments (Gains) Losses Recognized in Statement of Operations Location	$ 7.6	$ (6.8)	$ 6.4	$ 3.4

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Reportable Segments (Schedule of Reportable Segments) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Jun. 30, 2011	Sep. 30, 2012		Sep. 30, 2011
Segment Reporting Information [Line Items]
Net sales	$ 601.6		$ 516.2		$ 1,997.7	$ 1,929.2		$ 1,997.7
Operating income (loss)	58.9		(103.8)		(52.3)	(10.6)		(52.3)
Interest expense (income)	28.0		20.7		50.9	100.3		50.9
Depreciation and amortization	59.1		57.1			168.4		161.7
Capital expenditures	59.5		325.8			293.5		860.6
Construction of solar energy systems					470.2	193.2		470.2
Semiconductor Materials [Member]
Segment Reporting Information [Line Items]
Net sales	240.3		268.4			689.0		795.2
Operating income (loss)	8.7		18.5			(8.1)		30.3
Interest expense (income)	(0.3)		(0.5)			(0.8)		(1.2)
Depreciation and amortization	30.6		31.2			92.6		92.8
Capital expenditures	14.6		36.0			55.6		120.7
Solar Energy [Member]
Segment Reporting Information [Line Items]
Net sales	361.3		247.8			1,240.2		1,202.5
Operating income (loss)	75.8		(94.9)			70.4		18.7
Interest expense (income)	14.7		8.3			60.7		21.6
Depreciation and amortization	26.5		25.9			70.5		68.9
Capital expenditures	44.9	[1]	288.1	[1]		231.3	[1]	735.9	[1]
Construction of solar energy systems	35.5		243.5			193.2		470.2
Corporate Elimination [Member]
Segment Reporting Information [Line Items]
Operating income (loss)	(25.6)		(27.4)			(72.9)		(101.3)
Interest expense (income)	13.6		12.9			40.4		30.5
Depreciation and amortization	2.0		0			5.3		0
Capital expenditures	$ 0		$ 1.7			$ 6.6		$ 4.0

[1] Includes construction of solar energy systems of $35.5 million and $243.5 million in the three month periods ended September 30, 2012 and September 30, 2011, respectively, and construction of solar energy systems of $193.2 million and $470.2 million in the nine month periods ended September 30, 2012 and September 30, 2011, respectively.

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Stockholders' Equity (Outstanding Restricted Stock) (Details) (Restricted Stock Units (RSUs) [Member], USD $)	9 Months Ended
	Sep. 30, 2012 Y
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Outstanding	4,692,159
Granted	1,403,133
Converted	(243,441)
Forfeited	(949,884)
Outstanding	4,901,967
Outstanding, Aggregate Intrinsic Value	$ 12,800,000
Outstanding, Weighted Average Remaining Contractual Life, years	6

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Debt and Capital Lease Obligations (Redemption Prices) (Details)	Sep. 30, 2012
Debt and Capital Lease Obligations [Abstract]
2014	105.813%
2015	103.875%
2016	101.938%
2017 and thereafter	100.00%

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Solar Energy Systems Held for Development and Sale

9 Months Ended

Sep. 30, 2012

Solar Energy Systems Held For Development and Sale [Abstract]

Solar Energy Systems Held for Development and Sale

Solar Energy Systems Held for Development and Sale

Solar energy systems held for development and sale consist of the following:

	As of		As of
In millions	September 30, 2012		December 31, 2011
Under development	$	202.6	$	193.5
Systems held for sale	43.4		179.5
	$	246.0	$	373.0

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Income Tax Expense (Benefit) [Abstract]
Deferred Tax Assets, Net	$ 94.1	$ 107.9
Increase Of Total Reserve For Uncertain Tax Positions	4.6
Total reserve for uncertain tax positions	52.8	48.2
Cash Cash Equivalents Short term Investments Subject To Repatriation Tax Effect	$ 301.8

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Investments (Short-Term and Long-Term Investments) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Investments [Abstract]
Items measured at fair value on a recurring basis	$ 14.7	$ 16.2
Equity method investments	24.9	25.8
Time deposits	0.3	0.3
Equity investments at cost	8.8	12.5
Total investments	48.7	54.8
Less: short-term investments	0.3	0.3
Non-current investments	$ 48.4	$ 54.5

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Derivatives and Hedging Instruments (Tables)

9 Months Ended

Sep. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location

MEMC’s derivatives and hedging activities consist of:

		Assets (Liabilities or Equity) Fair Value
In millions	Balance Sheet Location	As of September 30, 2012			As of December 31, 2011
Derivatives designated as hedging:
Interest rate swaps	Accrued liabilities	$	(5.4	)	$	(4.5	)
Interest rate swaps	Accumulated other comprehensive loss	$	(4.7	)	$	(3.9	)
Derivatives not designated as hedging:
Suntech warrant	Other assets	$	0.1		$	0.5
Interest rate swaps	Accrued liabilities	$	—		$	(1.1	)
Currency forward contracts	Prepaid and other current assets	$	10.4		$	3.0
Currency forward contracts	Accrued liabilities	$	(1.0	)	$	(1.8	)

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Debt and Capital Lease Obligations (Tables)

9 Months Ended

Sep. 30, 2012

Debt and Capital Lease Obligations [Abstract]

Debt

Debt (including consolidated variable interest entities, "VIEs") and capital lease obligations outstanding consist of the following:

	As of September 30, 2012						As of December 31, 2011
	Total Principal		Current and Short-Term		Long-Term		Total Principal		Current and Short-Term		Long-Term
In millions
Non-solar energy system debt:
Senior notes	$	550.0	$	—	$	550.0	$	550.0	$	—	$	550.0
Second lien term loan	196.0		—		196.0		—		—		—
Long-term notes	19.5		3.7		15.8		21.4		3.7		17.7
Total non-solar energy system debt	$	765.5	$	3.7	$	761.8	$	571.4	$	3.7	$	567.7
Solar energy system debt, financings and capital leaseback obligations:
Short-term debt, weighted average interest rate of 6.4% and 6.2%, respectively	$	54.3	$	54.3	$	—	$	77.2	$	77.2	$	—
System construction and term debt	286.3		57.0		229.3		305.8		27.9		277.9
Capital leaseback obligations	100.2		11.9		88.3		107.8		13.3		94.5
Financing leaseback obligations	999.6		20.1		979.5		837.0		8.4		828.6
Other system financing transactions	107.5		—		107.5		27.6		17.4		10.2
Total solar energy system debt, financings and capital leaseback obligations	$	1,547.9	$	143.3	$	1,404.6	$	1,355.4	$	144.2	$	1,211.2
Total debt outstanding	$	2,313.4	$	147.0	$	2,166.4	$	1,926.8	$	147.9	$	1,778.9

Redemption Prices

Year	Price
2014	105.813	%
2015	103.875	%
2016	101.938	%
2017 and thereafter	100.000	%

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Fair Value Measurements (Narrative) (Details) (USD $)	Sep. 30, 2012 Carrying (Reported) Amount, Fair Value Disclosure [Member]	Dec. 31, 2011 Carrying (Reported) Amount, Fair Value Disclosure [Member]	Sep. 30, 2012 Estimate of Fair Value, Fair Value Disclosure [Member]	Dec. 31, 2011 Estimate of Fair Value, Fair Value Disclosure [Member]	Mar. 10, 2011 Senior Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Instrument, Fair Value Disclosure	$ 2,313,400,000	$ 1,926,800,000	$ 1,762,600,000	$ 1,333,600,000
Senior notes, issued amount					$ 550,000,000

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Investments (Narrative) (Details) (USD $)	6 Months Ended	9 Months Ended			3 Months Ended	9 Months Ended	13 Months Ended
	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Sep. 30, 2012 SMP JV [Member]	Sep. 30, 2012 SMP JV [Member]	Sep. 30, 2012 SMP JV [Member]	Sep. 30, 2012 SMP JV [Member] Samsung Fine Chemicals Joint Venture [Member]	Sep. 30, 2012 SMP JV [Member] MEMC Singapore Pte Ltd [Member]
Schedule of Equity Method Investments [Line Items]
Ownership interest in joint venture								50.00%	50.00%
Reduction in Equity Method Investment Basis, Allowed Minimum Basis					$ 0	$ 0	$ 0
Equity contribution in joint venture	50,400,000	35,200,000	50,400,000		8,900,000	35,100,000	49,000,000
Customer Deposits, Noncurrent		208,200,000		276,800,000	36,300,000	36,300,000	36,300,000
Equity method investments		24,900,000		25,800,000	0	0	0
Debt and equity commitments in joint venture						$ 175,000,000

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2012

Fair Value Disclosures [Abstract]

Financial Instruments Measured at Fair Value on Recurring Basis

The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the accompanying condensed consolidated balance sheets:

	As of September 30, 2012											As of December 31, 2011
Assets (liabilities), in millions	Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3			Total
Available-for-sale investments	$	—	$	14.7		$	—		$	14.7		$	—	$	16.2		$	—		$	16.2
Suntech warrant	—		—			0.1			0.1			—		—			0.5			0.5
Interest rate swaps	—		(5.4		)	—			(5.4		)	—		(5.6		)	—			(5.6		)
Currency forward contracts	9.4		—			—			9.4			1.2		—			—			1.2
Contingent consideration related to acquisitions	—		—			(35.0		)	(35.0		)	—		—			(90.8		)	(90.8		)
Total	$	9.4	$	9.3		$	(34.9	)	$	(16.2	)	$	1.2	$	10.6		$	(90.3	)	$	(78.5	)

Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table summarizes changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2011 and September 30, 2012:

In millions	Suntech Warrant			Contingent Consideration Related to Acquisitions			Other Derivatives		Total
Balance at December 31, 2010	$	5.2		$	(26.2	)	$	1.6	$	(19.4	)
Total unrealized gains (losses) included in earnings (1)	(4.6		)	12.0			—		7.4
Acquisitions, sales, redemptions and payments	—			(104.6		)			(104.6		)
Balance at September 30, 2011	$	0.6		$	(118.8	)	$	1.6	$	(116.6	)
Balance at December 31, 2011	$	0.5		$	(90.8	)	$	—	$	(90.3	)
Total unrealized losses included in earnings (1)	(0.4		)	(11.5		)	—		(11.9		)
Payments	—			67.3			—		67.3
Balance at September 30, 2012	$	0.1		$	(35.0	)	$	—	$	(34.9	)
The amount of total losses for the nine months ended September 30, 2012 included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date	$	(0.4	)	$	(11.5	)	$	—	$	(11.9	)

__________________________

⁽¹⁾  Amounts included in earnings are recorded to non-operating expense (income) in the condensed consolidated statement of operations and comprehensive (loss) income, except for the amount included in marketing and administration for the contingent consideration related to acquisitions, for which changes to the fair value were recorded to operating income (loss) in the condensed consolidated statement of operations and comprehensive (loss) income.

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted (loss) Earnings Per Share

For the three month periods ended September 30, 2012 and September 30, 2011, basic and diluted income (loss) per share (“EPS”) were calculated as follows:

	Three Months Ended September 30, 2012						Three Months Ended September 30, 2011
In millions, except per share amounts	Basic			Diluted			Basic			Diluted
EPS Numerator:
Net income (loss) attributable to common stockholders	$	37.0		$	37.0		$	(94.4	)	$	(94.4	)
Adjustment of redeemable noncontrolling interest (see Note 11)	(0.9		)	(0.9		)	—			—
Adjusted net income to common stockholders	$	36.1		$	36.1		$	(94.4	)	$	(94.4	)
EPS Denominator:
Weighted-average shares outstanding	230.9			230.9			230.3			230.3
Stock options and restricted stock units	—			1.1			—			—
Total shares	230.9			232.0			230.3			230.3
Income (loss) per share	$	0.16		$	0.16		$	(0.41	)	$	(0.41	)

For the nine month periods ended September 30, 2012 and September 30, 2011, basic and diluted loss per share (“EPS”) were calculated as follows:

	Nine Months Ended September 30, 2012						Nine Months Ended September 30, 2011
In millions, except per share amounts	Basic			Diluted			Basic			Diluted
EPS Numerator:
Net loss attributable to common stockholders	$	(138.8	)	$	(138.8	)	$	(51.6	)	$	(51.6	)
Adjustment of redeemable noncontrolling interest (see Note 11)	(0.9		)	(0.9		)	—			—
Adjusted net loss to common stockholders	$	(139.7	)	$	(139.7	)	$	(51.6	)	$	(51.6	)
EPS Denominator:
Weighted-average shares outstanding	230.8			230.8			229.7			229.7
Stock options and restricted stock units	—			—			—			—
Total shares	230.8			230.8			229.7			229.7
Loss per share	$	(0.61	)	$	(0.61	)	$	(0.22	)	$	(0.22	)

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Inventories

9 Months Ended

Sep. 30, 2012

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consist of the following:

	As of		As of
In millions	September 30, 2012		December 31, 2011
Raw materials and supplies	$	70.1	$	121.6
Goods and work in process	128.6		97.7
Finished goods	47.4		102.5
	$	246.1	$	321.8

In connection with our 2011 Global Plan, we have realigned our operations such that we are primarily manufacturing solar wafers and sourcing solar cells and modules for internal consumption by our wholly owned subsidiary, SunEdison. As a result, effective January 1, 2012, all solar wafer, cell and module inventory is classified as goods and work in process. Finished goods inventory as of December 31, 2011 in the above table includes $42.8 million of solar wafer inventory classified as finished goods.

After the earthquake in Japan on March 11, 2011, wafer production in our semiconductor wafer plant in Japan was suspended through April 12, 2011. Due to the unplanned downtime, we recorded $14.9 million in the nine month period ended September 30, 2011, as period charges to cost of goods sold for the under absorption of production costs. We had no similar adjustments during the three month periods ended September 30, 2012 and September 30, 2011 and the nine month period ended September 30, 2012.

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Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2012

Stockholders' Equity Note [Abstract]

Changes in Stockholders Equity

The following table presents the change in total stockholders' equity for the nine month period ended September 30, 2012:

In millions	MEMC Stockholders’ Equity			Noncontrolling Interest			Total Stockholders Equity			Redeemable noncontrolling interest
Balance, December 31, 2011	$	737.9		$	47.0		$	784.9		$	—
Net (loss) income	(138.8		)	1.8			(137.0		)	0.1
Adjustment of redeemable noncontrolling interest	(0.9		)	—			(0.9		)	0.9
Other comprehensive (loss) income, net of tax	(9.6		)	1.1			(8.5		)	—
Stock plans, net	(1.4		)	—			(1.4		)	—
SunEdison - distributions to partner	—			(1.2		)	(1.2		)	—
SunEdison - contributions from partner	—			6.2			6.2			10.4
Balance, September 30, 2012	$	587.2		$	54.9		$	642.1		$	11.4

Outstanding Stock Options

The following table presents information regarding outstanding stock options as of September 30, 2012 and changes during the nine month period then ended with regard to stock options:

	Shares		Weighted- Average Exercise Price		Aggregate  Intrinsic Value (in millions)		Weighted- Average Remaining Contractual Life
Outstanding at December 31, 2011	17,066,401		$	19.21
Granted	15,968,143		2.82
Exercised	—		—
Forfeited	(5,626,369	)	12.21
Expired	(5,364,924	)	30.79
Outstanding at September 30, 2012	22,043,251		$	6.31	$	4.58	9
Options exercisable at September 30, 2012	3,148,184		$	17.95	$	4.52	6

Outstanding Restricted Stock Units

The following table presents information regarding outstanding restricted stock units as of September 30, 2012 and changes during the nine month period then ended:

	Restricted  Stock Units		Aggregate  Intrinsic Value (in millions)		Weighted- Average  Remaining Contractual Life
Outstanding at December 31, 2011	4,692,159
Granted	1,403,133
Converted	(243,441	)
Forfeited	(949,884	)
Outstanding at September 30, 2012	4,901,967		$	12.8	6

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 70.1	$ 121.6
Goods and work in process	128.6	97.7
Finished goods	47.4	102.5
Inventories,Total	$ 246.1	$ 321.8

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Derivatives and Hedging Instruments (Narrative) (Details) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Currency forward contracts, net notional amounts		$ 398,700,000		$ 293,200,000
Notional amount of interest rate cash flow hedge		41,600,000		41,300,000
Loss on cash flow hedge ineffectiveness	$ 0	$ 0	$ 700,000

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Condensed Consolidated Statements of Comprehensive (Loss) Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2011	Sep. 30, 2012
Net sales	$ 601.6	$ 516.2	$ 1,997.7	$ 1,929.2
Cost of goods sold	514.7	457.6	1,644.0	1,701.8
Gross profit	86.9	58.6	353.7	227.4
Operating expenses:
Marketing and administration	68.9	83.8	270.8	239.2
Research and development	17.4	22.3	65.1	55.8
Goodwill, Impairment Loss	0	56.4	56.4	0
Restructuring and impairment charges	(58.3)	(0.1)	13.7	(53.0)
Insurance recovery	0	0	0	(4.0)
Operating income (loss)	58.9	(103.8)	(52.3)	(10.6)
Non-operating expense (income):
Interest expense	28.0	20.7	50.9	100.3
Interest income	(0.9)	(1.3)	(3.1)	(2.8)
Other, net	(2.4)	13.4	(3.9)	0.1
Total non-operating expense (income)	24.7	32.8	43.9	97.6
(Loss) income before income taxes and equity in earnings (loss) of joint venture	34.2	(136.6)	(96.2)	(108.2)
Income tax expense (benefit)	(3.3)	(43.2)	(56.6)	27.9
(Loss) income before equity in earnings (loss) of joint venture	37.5	(93.4)	(39.6)	(136.1)
(Loss) equity in earnings of joint venture, net of tax	0.9	1.2	4.5	(0.9)
Net (loss) income	38.4	(92.2)	(35.1)	(137.0)
Net income attributable to noncontrolling interests	(1.4)	(2.2)	(16.5)	(1.8)
Net (loss) income attributable to MEMC stockholders	37.0	(94.4)	(51.6)	(138.8)
Basic income (loss) per share (see Note 10)	$ 0.16	$ (0.41)	$ (0.22)	$ (0.61)
Diluted income (loss) per share (see Note 10)	$ 0.16	$ (0.41)	$ (0.22)	$ (0.61)
Weighted-average shares used in computing basic (loss) income per share	230.9	230.3		230.8
Weighted-average shares used in computing diluted (loss) income per share	232.0	230.3		230.8
Comprehensive (loss) income	48.6	(139.7)	(37.6)	(145.5)
Less: comprehensive income attributable to noncontrolling interests	2.5	(1.0)	17.6	2.8
Comprehensive (loss) income attributable to MEMC stockholders	$ 46.1	$ (138.7)	$ (55.2)	$ (148.3)

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Intangible Assets (Intangible Assets) (Details) (USD $)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Intangible Assets [Line Items]
Goodwill, Impairment Loss	$ 0	$ 56,400,000	$ 56,400,000	$ 0	$ 56,400,000
Finite-lived Intangible Assets [Roll Forward]
Amortizable intangible assets, net				25,600,000
Amortizable intangible assets, accumulated amortization	19,400,000			19,400,000		15,100,000
Additions				0
Amortization				(6,300,000)
Impairment				(600,000)
Amortizable intangible assets, net	18,700,000			18,700,000
Indefinite-lived Intangible Assets [Roll Forward]
Indefinite lived intangible assets				123,600,000
Additions				0
Allocation Of Intangible Assets To Solar Energy System During Period				(3,400,000)
Impairment				(600,000)
Indefinite lived intangible assets	119,600,000			119,600,000
Intangible assets, net				149,200,000
Additions				0
Amortization Or Allocation Of Intangible Assets To Solar Energy System During Period	(5,200,000)	(6,300,000)		(9,700,000)	(12,100,000)
Impairment				(1,200,000)
Intangible assets, net	$ 138,300,000			$ 138,300,000

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Basis of Presentation

9 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of MEMC Electronic Materials, Inc. and subsidiaries ("MEMC"), in our opinion, include all adjustments (consisting of normal, recurring items) necessary to present fairly our financial position and results of operations and cash flows for the periods presented. MEMC has presented the unaudited condensed consolidated financial statements in accordance with the Securities and Exchange Commission's requirements of Form 10-Q and Article 10 of Regulation S-X and consequently, these financial statements do not include all disclosures required by U.S. generally accepted accounting principles ("U.S. GAAP"). These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2011, which contains MEMC's audited financial statements for such year. Operating results for the three and nine month periods ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

During the three month period ended June 30, 2012, we recorded income tax expense for adjustments to deferred taxes that primarily relate to our pension plan, along with other adjustments to income tax expense, which resulted in a net expense of $6.1 million. These adjustments were out of period because they related to our 2011 consolidated financial statements. The amount of such adjustments was not material to our consolidated results of operations in 2011, and the amount is not expected to be material to the 2012 consolidated results of operations. The expense was recorded in the consolidated results of operations for the three month period ended June 30, 2012.

In connection with the preparation of our consolidated financial statements for the nine months ended September 30, 2012, management identified an error and revised the amounts previously presented for cost of goods sold due to a non-cash inventory adjustment which eliminated intercompany profit for the six months ended June 30, 2012.  This change increased our cost of goods sold for the nine months ended September 30, 2012 by $22.6 million.  We have determined that the effects of these revisions were not material to previously issued financial statements for the three months ended March 31, 2012 and the three and six months ended June 30, 2012. The Company will revise the condensed consolidated financial statements for the three months ended March 31, 2012 by increasing cost of goods sold by $6.6 million and will revise the three and six months ended June 30, 2012 by increasing cost of goods sold by $16.0 million and $22.6 million, respectively, for this item in future filings that contain such financial statements.  This will result in the net loss increasing from $92.0 million to $98.6 million in the three months ended March 31, 2012 and the net loss increasing from $61.3 million to $77.2 million and from $153.3 million to $175.8 million in the three and six months ended June 30, 2012, respectively.  

As part of our restructuring plan (see Note 2), effective January 1, 2012, we consolidated our two solar business units' operations into one business unit, and since that date we have been engaged in two reportable segments, Semiconductor Materials and Solar Energy. These condensed consolidated financial statements and related footnotes, including prior year financial information, are presented as two reportable segments for all periods presented.

In preparing our condensed consolidated 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 including restructuring, warranties, employee benefits, derivatives, stock-based compensation, income taxes, solar energy system installation and related costs, percentage-of-completion on long-term construction contracts, the fair value of assets and liabilities recorded in connection with business combinations, asset valuations, including allowances, among others. These estimates and assumptions are based on current facts, historical experience and various other factors 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.

New Accounting Standards Adopted

In May 2011, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, to provide guidance about fair value measurement and disclosure requirements. This standard does not extend the use of fair value but, rather, provides guidance as to how fair value should be applied where it is already required or permitted under International Financial Reporting Standards ("IFRS") or U.S. GAAP. For U.S. GAAP, most of the changes are clarifications of existing guidance or wording changes to align with IFRS. This standard was adopted on January 1, 2012 and did not have a material impact on our condensed consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update 2011-05 ("ASU 2011-05"), Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This standard was adopted on January 1, 2012, and we have presented components of net income (loss) and other comprehensive income (loss) in one continuous statement for the three and nine month periods ended September 30, 2012 and 2011.

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Stockholders' Equity (Changes in Stockholders Equity) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Stockholders Equity [Line Items]
Balance				$ 784.9
Net (loss) income	38.4	(92.2)	(35.1)	(137.0)	(35.1)
Net (loss) income				(137.0)
Adjustment of redeemable noncontrolling interest				(0.9)
Other comprehensive income (loss), net of tax				(8.5)
Stock plans, net	0.2			(1.4)
SunEdison - distributions to partner				(1.2)
SunEdison - contributions from partner				6.2
Balance	642.1			642.1
Increase (Decrease) in Temporary Equity [Roll Forward]
Redeemable noncontrolling interest	11.4			11.4		0
Net (loss) income				0.1
Adjustment of redeemable noncontrolling interest				0.9
SunEdison - contributions from partner				10.4
MEMC Stockholders' Equity [Member]
Stockholders Equity [Line Items]
Balance				737.9
Net (loss) income				(138.8)
Adjustment of redeemable noncontrolling interest				(0.9)
Other comprehensive income (loss), net of tax				(9.6)
Stock plans, net				(1.4)
SunEdison - distributions to partner				0
SunEdison - contributions from partner				0
Balance	587.2			587.2
Noncontrolling Interest [Member]
Stockholders Equity [Line Items]
Balance				47.0
Net (loss) income				1.8
Adjustment of redeemable noncontrolling interest				0
Other comprehensive income (loss), net of tax				1.1
Stock plans, net				0
SunEdison - distributions to partner				(1.2)
SunEdison - contributions from partner				6.2
Balance	$ 54.9			$ 54.9

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Reportable Segments (Tables)

9 Months Ended

Sep. 30, 2012

Segment Reporting [Abstract]

Schedule of Reportable Segments

	Three Months Ended September 30,						Nine Months Ended September 30,
In millions	2012			2011			2012			2011
Net sales:
Semiconductor Materials	$	240.3		$	268.4		$	689.0		$	795.2
Solar Energy	361.3			247.8			1,240.2			1,202.5
Consolidated net sales	$	601.6		$	516.2		$	1,929.2		$	1,997.7
Operating income (loss):
Semiconductor Materials	$	8.7		$	18.5		$	(8.1	)	$	30.3
Solar Energy	75.8			(94.9		)	70.4			18.7
Corporate and Other	(25.6		)	(27.4		)	(72.9		)	(101.3		)
Consolidated operating income (loss)	$	58.9		$	(103.8	)	$	(10.6	)	$	(52.3	)
Interest expense (income):
Semiconductor Materials	$	(0.3	)	$	(0.5	)	$	(0.8	)	$	(1.2	)
Solar Energy	14.7			8.3			60.7			21.6
Corporate and Other	13.6			12.9			40.4			30.5
Consolidated interest expense	$	28.0		$	20.7		$	100.3		$	50.9
Depreciation and amortization:
Semiconductor Materials	$	30.6		$	31.2		$	92.6		$	92.8
Solar Energy	26.5			25.9			70.5			68.9
Corporate and Other	2.0			—			5.3			—
Consolidated depreciation and amortization	$	59.1		$	57.1		$	168.4		$	161.7
Capital expenditures:
Semiconductor Materials	$	14.6		$	36.0		$	55.6		$	120.7
Solar Energy (1)	44.9			288.1			231.3			735.9
Corporate and Other	—			1.7			6.6			4.0
Consolidated capital expenditures	$	59.5		$	325.8		$	293.5		$	860.6

__________________________

(1) Includes construction of solar energy systems of $35.5 million and $243.5 million in the three month periods ended September 30, 2012 and September 30, 2011, respectively, and construction of solar energy systems of $193.2 million and $470.2 million in the nine month periods ended September 30, 2012 and September 30, 2011, respectively.

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Commitments and Contingencies (Details) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended		9 Months Ended		0 Months Ended						0 Months Ended
	Sep. 30, 2012 USD ($)	Sep. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Sep. 30, 2012 SunEdison [Member] USD ($) business	Sep. 30, 2012 SunEdison [Member] Maximum [Member] USD ($)	Sep. 04, 2012 Purchase Obligation Termination [Member] EUR (€)	Jul. 06, 2012 Subsequent Event [Member] SunEdison [Member] USD ($)	Sep. 30, 2012 2011 Global Plan [Member] USD ($)	Dec. 31, 2011 2011 Global Plan [Member] USD ($)	Sep. 30, 2012 2011 Global Plan [Member] Contract Termination [Member] USD ($)	Dec. 31, 2011 2011 Global Plan [Member] Contract Termination [Member] USD ($)	Sep. 04, 2012 2011 Global Plan [Member] Purchase Obligation Termination [Member] USD ($)
Loss Contingencies [Line Items]
Litigation Settlement, Gross						€ 70
Customer Deposits, Noncurrent	208.2	208.2	276.8
Restructuring Reserve, Accrual Adjustment												(69.2)
Restructuring Reserve								239.0	371.3	158.1	260.0
Number of Businesses Acquired				4
Business Acquisition, Contingent Consideration, at Fair Value	31.8	31.8		35.0
Contingent consideration related to acquisitions	31.8	31.8	71.6
Business Acquisition, Contingent Consideration, at Fair Value, Noncurrent	3.2	3.2
Business Acquisition, Contingent Consideration, Potential Cash Payment					80.1
Contingent Consideration Paid In Cash							66.4
Sale Lease Back Transaction Additional Payments Under The Terms Of Lease Agreements For Indemnification	$ 9.8	$ 10.0

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Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2012

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Financial Information

Unaudited Condensed Consolidating Financial Information

On March 10, 2011, we issued $550.0 million of 7.75% Senior Notes due April 1, 2019. The 2019 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain wholly owned domestic subsidiaries of the company (the “ Guarantor Subsidiaries”). The following condensed consolidating financial information, which has been prepared in accordance with the requirements for presentation of Rule 3-10(d) of Regulation S-X promulgated under the Securities Act, presents the required unaudited condensed consolidating financial information.

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Three Months Ended September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	189.7		$	375.9		$	667.2		$	(631.2	)	$	601.6
Cost of goods sold	204.1			410.9			577.2			(677.5		)	514.7
Gross margin	(14.4		)	(35.0		)	90.0			46.3			86.9
Operating expenses:
Marketing and administration	26.3			14.3			28.3			—			68.9
Research and development	11.9			3.7			1.8			—			17.4
Restructuring and impairment (reversals) charges	16.2			(1.1		)	(73.4		)	—			(58.3		)
Operating (loss) income	(68.8		)	(51.9		)	133.3			46.3			58.9
Non-operating expense:
Interest expense	12.4			—			15.6			—			28.0
Interest income	—			—			(0.9		)	—			(0.9		)
Other, net	(11.0		)	17.7			(10.8		)	1.7			(2.4		)
Total non-operating expense	1.4			17.7			3.9			1.7			24.7
(Loss) income before income taxes, equity in earnings of joint ventures and investment in subsidiary earnings	(70.2		)	(69.6		)	129.4			44.6			34.2
Income tax (benefit) expense	(22.2		)	(4.6		)	24.8			(1.3		)	(3.3		)
(Loss) income before equity in loss of joint ventures and investment income (loss) in subsidiary	(48.0		)	(65.0		)	104.6			45.9			37.5
Investment in subsidiary earnings	85.0			80.6			—			(165.6		)	—
Equity in earnings of joint ventures, net of tax	—			—			0.9			—			0.9
Net income	37.0			15.6			105.5			(119.7		)	38.4
Net income attributable to noncontrolling interests	—			(0.4		)	(1.0		)	—			(1.4		)
Net income attributable to MEMC stockholders	$	37.0		$	15.2		$	104.5		$	(119.7	)	$	37.0
Comprehensive Income	$	37.2		$	15.7		$	115.4		$	(119.7	)	$	48.6
Less: comprehensive income attributable to noncontrolling interests	—			—			2.5			—			2.5
Comprehensive income attributable to MEMC stockholders	$	37.2		$	15.7		$	112.9		$	(119.7	)	$	46.1

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Three Months Ended September 30, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	241.0		$	258.5		$	864.8		$	(848.1	)	$	516.2
Cost of goods sold	258.2			217.6			779.1			(797.3		)	457.6
Gross margin	(17.2		)	40.9			85.7			(50.8		)	58.6
Operating expenses:
Marketing and administration	30.4			21.2			32.2			—			83.8
Research and development	15.2			3.0			4.1			—			22.3
Restructuring and impairment (reversals) charges	0.6			56.4			(0.7		)	—			56.3
Operating (loss) income	(63.4		)	(39.7		)	50.1			(50.8		)	(103.8		)
Non-operating (income) expense:
Interest expense	11.2			(2.7		)	15.8			(3.6		)	20.7
Interest income	(0.1		)	—			(4.8		)	3.6			(1.3		)
Decline in fair value of warrant	—			—			—			—			—
Other, net	(14.5		)	(11.0		)	20.5			18.4			13.4
Total non-operating (income) expense	(3.4		)	(13.7		)	31.5			18.4			32.8
(Loss) income before income taxes, equity in earnings of joint ventures and investment in subsidiary loss	(60.0		)	(26.0		)	18.6			(69.2		)	(136.6		)
Income tax (benefit) expense	(40.6		)	(8.2		)	7.4			(1.8		)	(43.2		)
(Loss) income before equity in earnings of joint ventures and investment in subsidiary loss	(19.4		)	(17.8		)	11.2			(67.4		)	(93.4		)
Investment in subsidiary loss	(75.1		)	(38.3		)	—			113.4			—
Equity in earnings of joint ventures, net of tax	0.1			—			1.1			—			1.2
Net (loss) income	(94.4		)	(56.1		)	12.3			46.0			(92.2		)
Net income attributable to noncontrolling interests	—			(0.1		)	(2.1		)	—			(2.2		)
Net (loss) income attributable to MEMC stockholders	$	(94.4	)	$	(56.2	)	$	10.2		$	46.0		$	(94.4	)
Comprehensive loss	$	(94.4	)	$	(56.1	)	$	(35.2	)	$	46.0		$	(139.7	)
Less: comprehensive loss attributable to noncontrolling interests	—			—			(1.0		)	—			(1.0		)
Comprehensive loss attributable to MEMC stockholders	$	(94.4	)	$	(56.1	)	$	(34.2	)	$	46.0		$	(138.7	)

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Nine Months Ended September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	545.1		$	705.5		$	2,288.7		$	(1,610.1	)	$	1,929.2
Cost of goods sold	586.2			741.3			2,020.0			(1,645.7		)	1,701.8
Gross margin	(41.1		)	(35.8		)	268.7			35.6			227.4
Operating expenses (income):
Marketing and administration	87.6			66.8			84.8			—			239.2
Research and development	37.5			11.3			7.0			—			55.8
Restructuring and impairment (reversals) charges	15.4			2.9			(71.3		)	—			(53.0		)
Insurance recovery	—			—			(4.0		)	—			(4.0		)
Operating (loss) income	(181.6		)	(116.8		)	252.2			35.6			(10.6		)
Non-operating (income) expense:
Interest expense	35.8			6.1			58.4			—			100.3
Interest income	(0.1		)	—			(2.7		)	—			(2.8		)
Other, net	(39.4		)	17.1			14.6			7.8			0.1
Total non-operating (income) expense	(3.7		)	23.2			70.3			7.8			97.6
(Loss) income before income taxes, equity in loss of joint ventures and investment in subsidiary (loss) earnings	(177.9		)	(140.0		)	181.9			27.8			(108.2		)
Income tax (benefit) expense	(68.9		)	60.9			35.9			—			27.9
(Loss) income before equity in loss of joint ventures and investment in subsidiary (loss) earnings	(109.0		)	(200.9		)	146.0			27.8			(136.1		)
Investment in subsidiary (loss) earnings	(29.8		)	6.9			—			22.9			—
Equity in loss of joint ventures, net of tax	—			—			(0.9		)	—			(0.9		)
Net (loss) income	(138.8		)	(194.0		)	145.1			50.7			(137.0		)
Net loss attributable to noncontrolling interests	—			(0.8		)	(1.0		)	—			(1.8		)
Net (loss) income attributable to MEMC stockholders	$	(138.8	)	$	(194.8	)	$	144.1		$	50.7		$	(138.8	)
Comprehensive (loss) income	$	(137.2	)	$	(194.0	)	$	135.0		$	50.7		$	(145.5	)
Less: comprehensive income attributable to noncontrolling interests	—			—			2.8			—			2.8
Comprehensive (loss) income attributable to MEMC stockholders	$	(137.2	)	$	(194.0	)	$	132.2		$	50.7		$	(148.3	)

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Nine Months Ended September 30, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	681.4		$	510.7		$	2,812.4		$	(2,006.8	)	$	1,997.7
Cost of goods sold	710.5			462.2			2,406.1			(1,934.8		)	1,644.0
Gross margin	(29.1		)	48.5			406.3			(72.0		)	353.7
Operating expenses:
Marketing and administration	112.2			64.2			94.4			—			270.8
Research and development	46.0			7.2			11.9			—			65.1
Restructuring and impairment (reversals) charges	7.3			56.8			6.0			—			70.1
Operating (loss) income	(194.6		)	(79.7		)	294.0			(72.0		)	(52.3		)
Non-operating (income) expense:
Interest expense	25.5			(2.1		)	31.8			(4.3		)	50.9
Interest income	(0.3		)	(0.4		)	(6.7		)	4.3			(3.1		)
Decline in fair value of warrant	—			—			—			—			—
Other, net	(37.2		)	(12.3		)	20.6			25.0			(3.9		)
Total non-operating (income) expense	(12.0		)	(14.8		)	45.7			25.0			43.9
(Loss) income before income taxes, equity in earnings of joint ventures and investment in subsidiary earnings	(182.6		)	(64.9		)	248.3			(97.0		)	(96.2		)
Income tax (benefit) expense	(85.3		)	(7.3		)	38.7			(2.7		)	(56.6		)
(Loss) income before equity in earnings of joint ventures and investment in subsidiary earnings	(97.3		)	(57.6		)	209.6			(94.3		)	(39.6		)
Investment in subsidiary earnings	45.7			74.1			—			(119.8		)	—
Equity in earnings of joint ventures, net of tax	—			—			4.5			—			4.5
Net (loss) income	(51.6		)	16.5			214.1			(214.1		)	(35.1		)
Net income attributable to noncontrolling interests	—			—			(16.5		)	—			(16.5		)
Net (loss) income attributable to MEMC stockholders	$	(51.6	)	$	16.5		$	197.6		$	(214.1	)	$	(51.6	)
Comprehensive (loss) income	$	(51.8	)	$	16.5		$	211.8		$	(214.1	)	$	(37.6	)
Less: comprehensive income attributable to noncontrolling interests	—			—			17.6			—			17.6
Comprehensive (loss) income attributable to MEMC stockholders	$	(51.8	)	$	16.5		$	194.2		$	(214.1	)	$	(55.2	)

Unaudited Condensed Consolidating Balance Sheet

September 30, 2012

(In millions)

	MEMC, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	224.5	$	75.7		$	309.6	$	—		$	609.8
Restricted cash	—		0.6			83.6		—			84.2
Accounts receivable, net	64.5		27.4			160.1		—			252.0
Inventories	19.8		35.7			223.8		(33.2		)	246.1
Solar energy systems held for development and sale	—		2.7			98.8		144.5			246.0
Prepaid and other current assets	3.5		10.4			194.7		(7.4		)	201.2
Total current assets	312.3		152.5			1,070.6		103.9			1,639.3
Investments	3.3		20.5			24.6		—			48.4
Investments in subsidiaries	325.3		9.5			—		(334.8		)	—
Property, plant and equipment, net:
Non-solar energy systems, net	56.7		299.6			885.4		(61.1		)	1,180.6
Solar energy systems, net	—		3.1			1,396.6		(134.8		)	1,264.9
Deferred tax assets, net	25.0		(21.4		)	27.3		—			30.9
Restricted cash	—		1.7			44.8		—			46.5
Other assets	30.9		47.6			265.6		—			344.1
Intangible assets, net	—		135.5			2.8		—			138.3
Total assets	$	753.5	$	648.6		$	3,717.7	$	(426.8	)	$	4,693.0

Unaudited Condensed Consolidating Balance Sheet

September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	3.7		$	—		$	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations	—			0.5			142.8			—			143.3
Accounts payable	14.3			74.1			375.5			—			463.9
Accrued liabilities	(16.8		)	86.2			296.4			—			365.8
Contingent consideration related to acquisitions	—			31.8			—			—			31.8
Deferred revenue for solar energy systems	—			26.4			115.6			—			142.0
Customer and other deposits	11.2			0.4			45.9			—			57.5
Intercompany (receivable) payable and short term notes	(641.7		)	738.6			(96.9		)	—			—
Total current liabilities	(633.0		)	958.0			883.0			—			1,208.0
Long-term debt, less current portion	746.0			—			15.8			—			761.8
Long-term solar energy system financing and capital lease obligations, less current portion	—			9.9			1,394.7			—			1,404.6
Pension and post-employment liabilities	41.8			—			30.6			—			72.4
Customer and other deposits	85.4			—			122.8			—			208.2
Deferred revenue for solar energy systems	—			48.1			99.1			—			147.2
Non-solar energy system deferred revenue	—			—			30.7			—			30.7
Long-term intercompany notes (receivable) payable	(127.3		)	(20.6		)	147.9			—			—
Other liabilities	53.4			13.5			139.7			—			206.6
Total liabilities	166.3			1,008.9			2,864.3			—			4,039.5
Nonredeemable noncontrolling interests	—			—			11.4			—			11.4
Total MEMC stockholders’ equity	587.2			(360.3		)	787.1			(426.8		)	587.2
Noncontrolling interests	—			—			54.9			—			54.9
Total stockholders’ equity	587.2			(360.3		)	842.0			(426.8		)	642.1
Total liabilities and stockholders’ equity	$	753.5		$	648.6		$	3,717.7		$	(426.8	)	$	4,693.0

Unaudited Condensed Consolidating Balance Sheet

December 31, 2011

(In millions)

	MEMC, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	228.9	$	58.3		$	298.6	$	—		$	585.8
Restricted cash	—		—			125.2		—			125.2
Accounts receivable, net	65.3		42.5			95.1		—			202.9
Inventories	33.8		68.5			271.0		(51.5		)	321.8
Solar energy systems held for development and sale	—		4.1			373.0		(4.1		)	373.0
Prepaid and other current assets	34.6		36.9			205.7		—			277.2
Total current assets	362.6		210.3			1,368.6		(55.6		)	1,885.9
Investments	3.3		24.4			26.8		—			54.5
Investments in subsidiaries	269.8		(51.6		)	—		(218.2		)	—
Property, plant and equipment, net:
Non-solar energy systems, net	72.3		315.5			916.4		(50.5		)	1,253.7
Solar energy systems, net	—		1.6			1,098.9		38.9			1,139.4
Deferred tax assets, net	36.3		(20.4		)	28.9		—			44.8
Restricted cash	—		0.2			37.3		—			37.5
Other assets	24.7		45.9			246.0		—			316.6
Intangible assets, net	—		145.2			4.0		—			149.2
Total assets	$	769.0	$	671.1		$	3,726.9	$	(285.4	)	$	4,881.6

Unaudited Condensed Consolidating Balance Sheet

December 31, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	3.7		$	—		$	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations	—			0.3			143.9			—			144.2
Accounts payable	20.0			82.0			592.6			—			694.6
Accrued liabilities	(9.6		)	104.6			314.0			—			409.0
Contingent consideration related to acquisitions	—			71.6			—			—			71.6
Deferred revenue for solar energy systems	—			12.0			29.4			—			41.4
Customer and other deposits	30.1			0.4			41.9			—			72.4
Intercompany (receivable) payable and short-term notes	(605.7		)	619.9			(14.2		)	—			—
Total current liabilities	(565.2		)	890.8			1,111.3			—			1,436.9
Long-term debt, less current portion	550.0			—			17.7			—			567.7
Long-term solar energy system financing and capital lease obligations, less current portion	—			2.3			1,208.9			—			1,211.2
Pension and post-employment liabilities	40.5			—			28.9			—			69.4
Customer and other deposits	82.0			—			194.8			—			276.8
Deferred revenue for solar energy systems	—			27.0			130.4			—			157.4
Non-solar energy system deferred revenue	—			—			51.2			—			51.2
Long-term intercompany notes (receivable) payable	(127.1		)	(16.4		)	143.5			—			—
Other liabilities	50.9			23.4			251.8			—			326.1
Total liabilities	31.1			927.1			3,138.5			—			4,096.7
Total MEMC stockholders’ equity	737.9			(256.6		)	542.0			(285.4		)	737.9
Noncontrolling interests	—			0.6			46.4			—			47.0
Total stockholders’ equity	737.9			(256.0		)	588.4			(285.4		)	784.9
Total liabilities and stockholders’ equity	$	769.0		$	671.1		$	3,726.9		$	(285.4	)	$	4,881.6

Unaudited Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(100.2	)	$	28.9		$	(152.5	)	$	(59.6	)	$	(283.4	)
Cash flows from investing activities:
Capital expenditures	(14.7		)	(16.3		)	(69.3		)	—			(100.3		)
Construction of solar energy systems	—			—			(243.3		)	50.1			(193.2		)
Purchases of cost and equity method investments	(3.8		)	—			(31.4		)	—			(35.2		)
Proceeds from (used in) equity method investments	7.2			—			(4.2		)	—			3.0
Change in restricted cash	—			(2.1		)	0.8			—			(1.3		)
Receipts to vendors for deposits and loans	—			—			4.8			—			4.8
Equity infusions or investments in subsidiaries	(44.0		)	(6.7		)	50.7			—			—
Other	1.9			—			(11.5		)	9.5			(0.1		)
Net cash used in investing activities	(53.4		)	(25.1		)	(303.4		)	59.6			(322.3		)
Cash flows from financing activities:
Cash paid for contingent consideration for acquisitions	—			(3.8		)	(54.2		)	—			(58.0		)
Proceeds from solar energy system financing and capital lease obligations	—			8.4			711.9			—			720.3
Repayments of solar energy system financing and capital lease obligations	—			(0.5		)	(183.5		)	—			(184.0		)
Net repayments of customer deposits related to long-term supply agreements	—			—			(23.6		)	—			(23.6		)
Principal payments on long term debt	—			—			(1.8		)	—			(1.8		)
Common stock issued and repurchased	(0.1		)	—			—			—			(0.1		)
Net proceeds from noncontrolling interests	—			—			16.4			—			16.4
(Repayment) collection of intercompany debt	(33.8		)	9.5			24.3			—			—
Second lien term loan	196.0			—			—			—			196.0
Debt financing fees	(12.7		)	—			(22.5		)	—			(35.2		)
Net cash provided by financing activities	149.4			13.6			467.0			—			630.0
Effect of exchange rate changes on cash and cash equivalents	(0.2		)	—			(0.1		)	—			(0.3		)
Net (decrease) increase in cash and cash equivalents	(4.4		)	17.4			11.0			—			24.0
Cash and cash equivalents at beginning of period	228.9			58.3			298.6			—			585.8
Cash and cash equivalents at end of period	$	224.5		$	75.7		$	309.6		$	—		$	609.8

Unaudited Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(196.7	)	$	91.9		$	179.8		$	86.3		$	161.3
Cash flows from investing activities:
Capital expenditures	(21.1		)	(40.3		)	(329.0		)	—			(390.4		)
Construction of solar energy systems	—			—			(372.3		)	(97.9		)	(470.2		)
Purchases of cost and equity method investments	(1.1		)	(5.0		)	(44.3		)	—			(50.4		)
Proceeds from return of equity method investments	70.0			13.7			—			—			83.7
Change in restricted cash	—			0.5			(83.5		)	—			(83.0		)
Payments to vendors for refundable deposits on long-term agreements	—			(14.4		)	(0.1		)	—			(14.5		)
Proceeds from sale of property plant and equipment	—			—			37.1			—			37.1
Cash paid for acquisition, net of cash acquired	—			(160.6		)	(2.0		)	—			(162.6		)
Equity infusions or investments in subsidiaries	(1.1		)	1.1			—			—			—
Other	1.4			0.4			(14.0		)	11.6			(0.6		)
Net cash provided by (used in) investing activities	48.1			(204.6		)	(808.1		)	(86.3		)	(1,050.9		)
Cash flows from financing activities:
Proceeds from senior notes issuance	550.0			—			—			—			550.0
Cash paid for contingent consideration for acquisitions	—			(50.2		)	—			—			(50.2		)
Proceeds from solar energy system financing and capital lease obligations	—			—			694.8			—			694.8
Repayments of solar energy system financing and capital lease obligations	—			(1.8		)	(120.3		)	—			(122.1		)
Net repayments of customer deposits related to long-term supply agreements	—			(1.4		)	(55.9		)	—			(57.3		)
Principal payments on long-term debt	—			—			(1.8		)	—			(1.8		)
(Repayment) collection of intercompany debt	(167.9		)	220.2			(52.3		)				—
Common stock issued and repurchased	(2.8		)	—			—			—			(2.8		)
Payments to noncontrolling interests	—			—			(15.2		)	—			(15.2		)
Debt financing fees	(18.0		)	—			(16.8		)	—			(34.8		)
Net cash provided by financing activities	361.3			166.8			432.5			—			960.6
Effect of exchange rate changes on cash and cash equivalents	(0.2		)	(0.1		)	8.1			—			7.8
Net increase (decrease) in cash and cash equivalents	212.5			54.0			(187.7		)	—			78.8
Cash and cash equivalents at beginning of period	15.5			7.2			684.6			—			707.3
Cash and cash equivalents at end of period	$	228.0		$	61.2		$	496.9		$	—		$	786.1

XML

Condensed Consolidating Financial Information (Tables)

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2012

Mar. 31, 2011

Jun. 30, 2011

Sep. 30, 2012

Condensed Consolidating Financial Information [Abstract]

Schedule of Condensed Consolidating Statement of Operations

naudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Three Months Ended September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	189.7		$	375.9		$	667.2		$	(631.2	)	$	601.6
Cost of goods sold	204.1			410.9			577.2			(677.5		)	514.7
Gross margin	(14.4		)	(35.0		)	90.0			46.3			86.9
Operating expenses:
Marketing and administration	26.3			14.3			28.3			—			68.9
Research and development	11.9			3.7			1.8			—			17.4
Restructuring and impairment (reversals) charges	16.2			(1.1		)	(73.4		)	—			(58.3		)
Operating (loss) income	(68.8		)	(51.9		)	133.3			46.3			58.9
Non-operating expense:
Interest expense	12.4			—			15.6			—			28.0
Interest income	—			—			(0.9		)	—			(0.9		)
Other, net	(11.0		)	17.7			(10.8		)	1.7			(2.4		)
Total non-operating expense	1.4			17.7			3.9			1.7			24.7
(Loss) income before income taxes, equity in earnings of joint ventures and investment in subsidiary earnings	(70.2		)	(69.6		)	129.4			44.6			34.2
Income tax (benefit) expense	(22.2		)	(4.6		)	24.8			(1.3		)	(3.3		)
(Loss) income before equity in loss of joint ventures and investment income (loss) in subsidiary	(48.0		)	(65.0		)	104.6			45.9			37.5
Investment in subsidiary earnings	85.0			80.6			—			(165.6		)	—
Equity in earnings of joint ventures, net of tax	—			—			0.9			—			0.9
Net income	37.0			15.6			105.5			(119.7		)	38.4
Net income attributable to noncontrolling interests	—			(0.4		)	(1.0		)	—			(1.4		)
Net income attributable to MEMC stockholders	$	37.0		$	15.2		$	104.5		$	(119.7	)	$	37.0
Comprehensive Income	$	37.2		$	15.7		$	115.4		$	(119.7	)	$	48.6
Less: comprehensive income attributable to noncontrolling interests	—			—			2.5			—			2.5
Comprehensive income attributable to MEMC stockholders	$	37.2		$	15.7		$	112.9		$	(119.7	)	$	46.1

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Three Months Ended September 30, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	241.0		$	258.5		$	864.8		$	(848.1	)	$	516.2
Cost of goods sold	258.2			217.6			779.1			(797.3		)	457.6
Gross margin	(17.2		)	40.9			85.7			(50.8		)	58.6
Operating expenses:
Marketing and administration	30.4			21.2			32.2			—			83.8
Research and development	15.2			3.0			4.1			—			22.3
Restructuring and impairment (reversals) charges	0.6			56.4			(0.7		)	—			56.3
Operating (loss) income	(63.4		)	(39.7		)	50.1			(50.8		)	(103.8		)
Non-operating (income) expense:
Interest expense	11.2			(2.7		)	15.8			(3.6		)	20.7
Interest income	(0.1		)	—			(4.8		)	3.6			(1.3		)
Decline in fair value of warrant	—			—			—			—			—
Other, net	(14.5		)	(11.0		)	20.5			18.4			13.4
Total non-operating (income) expense	(3.4		)	(13.7		)	31.5			18.4			32.8
(Loss) income before income taxes, equity in earnings of joint ventures and investment in subsidiary loss	(60.0		)	(26.0		)	18.6			(69.2		)	(136.6		)
Income tax (benefit) expense	(40.6		)	(8.2		)	7.4			(1.8		)	(43.2		)
(Loss) income before equity in earnings of joint ventures and investment in subsidiary loss	(19.4		)	(17.8		)	11.2			(67.4		)	(93.4		)
Investment in subsidiary loss	(75.1		)	(38.3		)	—			113.4			—
Equity in earnings of joint ventures, net of tax	0.1			—			1.1			—			1.2
Net (loss) income	(94.4		)	(56.1		)	12.3			46.0			(92.2		)
Net income attributable to noncontrolling interests	—			(0.1		)	(2.1		)	—			(2.2		)
Net (loss) income attributable to MEMC stockholders	$	(94.4	)	$	(56.2	)	$	10.2		$	46.0		$	(94.4	)
Comprehensive loss	$	(94.4	)	$	(56.1	)	$	(35.2	)	$	46.0		$	(139.7	)
Less: comprehensive loss attributable to noncontrolling interests	—			—			(1.0		)	—			(1.0		)
Comprehensive loss attributable to MEMC stockholders	$	(94.4	)	$	(56.1	)	$	(34.2	)	$	46.0		$	(138.7	)

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Nine Months Ended September 30, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	681.4		$	510.7		$	2,812.4		$	(2,006.8	)	$	1,997.7
Cost of goods sold	710.5			462.2			2,406.1			(1,934.8		)	1,644.0
Gross margin	(29.1		)	48.5			406.3			(72.0		)	353.7
Operating expenses:
Marketing and administration	112.2			64.2			94.4			—			270.8
Research and development	46.0			7.2			11.9			—			65.1
Restructuring and impairment (reversals) charges	7.3			56.8			6.0			—			70.1
Operating (loss) income	(194.6		)	(79.7		)	294.0			(72.0		)	(52.3		)
Non-operating (income) expense:
Interest expense	25.5			(2.1		)	31.8			(4.3		)	50.9
Interest income	(0.3		)	(0.4		)	(6.7		)	4.3			(3.1		)
Decline in fair value of warrant	—			—			—			—			—
Other, net	(37.2		)	(12.3		)	20.6			25.0			(3.9		)
Total non-operating (income) expense	(12.0		)	(14.8		)	45.7			25.0			43.9
(Loss) income before income taxes, equity in earnings of joint ventures and investment in subsidiary earnings	(182.6		)	(64.9		)	248.3			(97.0		)	(96.2		)
Income tax (benefit) expense	(85.3		)	(7.3		)	38.7			(2.7		)	(56.6		)
(Loss) income before equity in earnings of joint ventures and investment in subsidiary earnings	(97.3		)	(57.6		)	209.6			(94.3		)	(39.6		)
Investment in subsidiary earnings	45.7			74.1			—			(119.8		)	—
Equity in earnings of joint ventures, net of tax	—			—			4.5			—			4.5
Net (loss) income	(51.6		)	16.5			214.1			(214.1		)	(35.1		)
Net income attributable to noncontrolling interests	—			—			(16.5		)	—			(16.5		)
Net (loss) income attributable to MEMC stockholders	$	(51.6	)	$	16.5		$	197.6		$	(214.1	)	$	(51.6	)
Comprehensive (loss) income	$	(51.8	)	$	16.5		$	211.8		$	(214.1	)	$	(37.6	)
Less: comprehensive income attributable to noncontrolling interests	—			—			17.6			—			17.6
Comprehensive (loss) income attributable to MEMC stockholders	$	(51.8	)	$	16.5		$	194.2		$	(214.1	)	$	(55.2	)

Unaudited Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the Nine Months Ended September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net sales	$	545.1		$	705.5		$	2,288.7		$	(1,610.1	)	$	1,929.2
Cost of goods sold	586.2			741.3			2,020.0			(1,645.7		)	1,701.8
Gross margin	(41.1		)	(35.8		)	268.7			35.6			227.4
Operating expenses (income):
Marketing and administration	87.6			66.8			84.8			—			239.2
Research and development	37.5			11.3			7.0			—			55.8
Restructuring and impairment (reversals) charges	15.4			2.9			(71.3		)	—			(53.0		)
Insurance recovery	—			—			(4.0		)	—			(4.0		)
Operating (loss) income	(181.6		)	(116.8		)	252.2			35.6			(10.6		)
Non-operating (income) expense:
Interest expense	35.8			6.1			58.4			—			100.3
Interest income	(0.1		)	—			(2.7		)	—			(2.8		)
Other, net	(39.4		)	17.1			14.6			7.8			0.1
Total non-operating (income) expense	(3.7		)	23.2			70.3			7.8			97.6
(Loss) income before income taxes, equity in loss of joint ventures and investment in subsidiary (loss) earnings	(177.9		)	(140.0		)	181.9			27.8			(108.2		)
Income tax (benefit) expense	(68.9		)	60.9			35.9			—			27.9
(Loss) income before equity in loss of joint ventures and investment in subsidiary (loss) earnings	(109.0		)	(200.9		)	146.0			27.8			(136.1		)
Investment in subsidiary (loss) earnings	(29.8		)	6.9			—			22.9			—
Equity in loss of joint ventures, net of tax	—			—			(0.9		)	—			(0.9		)
Net (loss) income	(138.8		)	(194.0		)	145.1			50.7			(137.0		)
Net loss attributable to noncontrolling interests	—			(0.8		)	(1.0		)	—			(1.8		)
Net (loss) income attributable to MEMC stockholders	$	(138.8	)	$	(194.8	)	$	144.1		$	50.7		$	(138.8	)
Comprehensive (loss) income	$	(137.2	)	$	(194.0	)	$	135.0		$	50.7		$	(145.5	)
Less: comprehensive income attributable to noncontrolling interests	—			—			2.8			—			2.8
Comprehensive (loss) income attributable to MEMC stockholders	$	(137.2	)	$	(194.0	)	$	132.2		$	50.7		$	(148.3	)

Schedule of Condensed Consolidating Balance Sheet

Unaudited Condensed Consolidating Balance Sheet

December 31, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	3.7		$	—		$	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations	—			0.3			143.9			—			144.2
Accounts payable	20.0			82.0			592.6			—			694.6
Accrued liabilities	(9.6		)	104.6			314.0			—			409.0
Contingent consideration related to acquisitions	—			71.6			—			—			71.6
Deferred revenue for solar energy systems	—			12.0			29.4			—			41.4
Customer and other deposits	30.1			0.4			41.9			—			72.4
Intercompany (receivable) payable and short-term notes	(605.7		)	619.9			(14.2		)	—			—
Total current liabilities	(565.2		)	890.8			1,111.3			—			1,436.9
Long-term debt, less current portion	550.0			—			17.7			—			567.7
Long-term solar energy system financing and capital lease obligations, less current portion	—			2.3			1,208.9			—			1,211.2
Pension and post-employment liabilities	40.5			—			28.9			—			69.4
Customer and other deposits	82.0			—			194.8			—			276.8
Deferred revenue for solar energy systems	—			27.0			130.4			—			157.4
Non-solar energy system deferred revenue	—			—			51.2			—			51.2
Long-term intercompany notes (receivable) payable	(127.1		)	(16.4		)	143.5			—			—
Other liabilities	50.9			23.4			251.8			—			326.1
Total liabilities	31.1			927.1			3,138.5			—			4,096.7
Total MEMC stockholders’ equity	737.9			(256.6		)	542.0			(285.4		)	737.9
Noncontrolling interests	—			0.6			46.4			—			47.0
Total stockholders’ equity	737.9			(256.0		)	588.4			(285.4		)	784.9
Total liabilities and stockholders’ equity	$	769.0		$	671.1		$	3,726.9		$	(285.4	)	$	4,881.6

Unaudited Condensed Consolidating Balance Sheet

December 31, 2011

(In millions)

	MEMC, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	228.9	$	58.3		$	298.6	$	—		$	585.8
Restricted cash	—		—			125.2		—			125.2
Accounts receivable, net	65.3		42.5			95.1		—			202.9
Inventories	33.8		68.5			271.0		(51.5		)	321.8
Solar energy systems held for development and sale	—		4.1			373.0		(4.1		)	373.0
Prepaid and other current assets	34.6		36.9			205.7		—			277.2
Total current assets	362.6		210.3			1,368.6		(55.6		)	1,885.9
Investments	3.3		24.4			26.8		—			54.5
Investments in subsidiaries	269.8		(51.6		)	—		(218.2		)	—
Property, plant and equipment, net:
Non-solar energy systems, net	72.3		315.5			916.4		(50.5		)	1,253.7
Solar energy systems, net	—		1.6			1,098.9		38.9			1,139.4
Deferred tax assets, net	36.3		(20.4		)	28.9		—			44.8
Restricted cash	—		0.2			37.3		—			37.5
Other assets	24.7		45.9			246.0		—			316.6
Intangible assets, net	—		145.2			4.0		—			149.2
Total assets	$	769.0	$	671.1		$	3,726.9	$	(285.4	)	$	4,881.6

Unaudited Condensed Consolidating Balance Sheet

September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	3.7		$	—		$	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations	—			0.5			142.8			—			143.3
Accounts payable	14.3			74.1			375.5			—			463.9
Accrued liabilities	(16.8		)	86.2			296.4			—			365.8
Contingent consideration related to acquisitions	—			31.8			—			—			31.8
Deferred revenue for solar energy systems	—			26.4			115.6			—			142.0
Customer and other deposits	11.2			0.4			45.9			—			57.5
Intercompany (receivable) payable and short term notes	(641.7		)	738.6			(96.9		)	—			—
Total current liabilities	(633.0		)	958.0			883.0			—			1,208.0
Long-term debt, less current portion	746.0			—			15.8			—			761.8
Long-term solar energy system financing and capital lease obligations, less current portion	—			9.9			1,394.7			—			1,404.6
Pension and post-employment liabilities	41.8			—			30.6			—			72.4
Customer and other deposits	85.4			—			122.8			—			208.2
Deferred revenue for solar energy systems	—			48.1			99.1			—			147.2
Non-solar energy system deferred revenue	—			—			30.7			—			30.7
Long-term intercompany notes (receivable) payable	(127.3		)	(20.6		)	147.9			—			—
Other liabilities	53.4			13.5			139.7			—			206.6
Total liabilities	166.3			1,008.9			2,864.3			—			4,039.5
Nonredeemable noncontrolling interests	—			—			11.4			—			11.4
Total MEMC stockholders’ equity	587.2			(360.3		)	787.1			(426.8		)	587.2
Noncontrolling interests	—			—			54.9			—			54.9
Total stockholders’ equity	587.2			(360.3		)	842.0			(426.8		)	642.1
Total liabilities and stockholders’ equity	$	753.5		$	648.6		$	3,717.7		$	(426.8	)	$	4,693.0

Unaudited Condensed Consolidating Balance Sheet

September 30, 2012

(In millions)

	MEMC, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
ASSETS
Current assets:
Cash and cash equivalents	$	224.5	$	75.7		$	309.6	$	—		$	609.8
Restricted cash	—		0.6			83.6		—			84.2
Accounts receivable, net	64.5		27.4			160.1		—			252.0
Inventories	19.8		35.7			223.8		(33.2		)	246.1
Solar energy systems held for development and sale	—		2.7			98.8		144.5			246.0
Prepaid and other current assets	3.5		10.4			194.7		(7.4		)	201.2
Total current assets	312.3		152.5			1,070.6		103.9			1,639.3
Investments	3.3		20.5			24.6		—			48.4
Investments in subsidiaries	325.3		9.5			—		(334.8		)	—
Property, plant and equipment, net:
Non-solar energy systems, net	56.7		299.6			885.4		(61.1		)	1,180.6
Solar energy systems, net	—		3.1			1,396.6		(134.8		)	1,264.9
Deferred tax assets, net	25.0		(21.4		)	27.3		—			30.9
Restricted cash	—		1.7			44.8		—			46.5
Other assets	30.9		47.6			265.6		—			344.1
Intangible assets, net	—		135.5			2.8		—			138.3
Total assets	$	753.5	$	648.6		$	3,717.7	$	(426.8	)	$	4,693.0

Condensed Consolidating Statement of Cash Flows

Unaudited Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2011

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(196.7	)	$	91.9		$	179.8		$	86.3		$	161.3
Cash flows from investing activities:
Capital expenditures	(21.1		)	(40.3		)	(329.0		)	—			(390.4		)
Construction of solar energy systems	—			—			(372.3		)	(97.9		)	(470.2		)
Purchases of cost and equity method investments	(1.1		)	(5.0		)	(44.3		)	—			(50.4		)
Proceeds from return of equity method investments	70.0			13.7			—			—			83.7
Change in restricted cash	—			0.5			(83.5		)	—			(83.0		)
Payments to vendors for refundable deposits on long-term agreements	—			(14.4		)	(0.1		)	—			(14.5		)
Proceeds from sale of property plant and equipment	—			—			37.1			—			37.1
Cash paid for acquisition, net of cash acquired	—			(160.6		)	(2.0		)	—			(162.6		)
Equity infusions or investments in subsidiaries	(1.1		)	1.1			—			—			—
Other	1.4			0.4			(14.0		)	11.6			(0.6		)
Net cash provided by (used in) investing activities	48.1			(204.6		)	(808.1		)	(86.3		)	(1,050.9		)
Cash flows from financing activities:
Proceeds from senior notes issuance	550.0			—			—			—			550.0
Cash paid for contingent consideration for acquisitions	—			(50.2		)	—			—			(50.2		)
Proceeds from solar energy system financing and capital lease obligations	—			—			694.8			—			694.8
Repayments of solar energy system financing and capital lease obligations	—			(1.8		)	(120.3		)	—			(122.1		)
Net repayments of customer deposits related to long-term supply agreements	—			(1.4		)	(55.9		)	—			(57.3		)
Principal payments on long-term debt	—			—			(1.8		)	—			(1.8		)
(Repayment) collection of intercompany debt	(167.9		)	220.2			(52.3		)				—
Common stock issued and repurchased	(2.8		)	—			—			—			(2.8		)
Payments to noncontrolling interests	—			—			(15.2		)	—			(15.2		)
Debt financing fees	(18.0		)	—			(16.8		)	—			(34.8		)
Net cash provided by financing activities	361.3			166.8			432.5			—			960.6
Effect of exchange rate changes on cash and cash equivalents	(0.2		)	(0.1		)	8.1			—			7.8
Net increase (decrease) in cash and cash equivalents	212.5			54.0			(187.7		)	—			78.8
Cash and cash equivalents at beginning of period	15.5			7.2			684.6			—			707.3
Cash and cash equivalents at end of period	$	228.0		$	61.2		$	496.9		$	—		$	786.1

Unaudited Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2012

(In millions)

	MEMC, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(100.2	)	$	28.9		$	(152.5	)	$	(59.6	)	$	(283.4	)
Cash flows from investing activities:
Capital expenditures	(14.7		)	(16.3		)	(69.3		)	—			(100.3		)
Construction of solar energy systems	—			—			(243.3		)	50.1			(193.2		)
Purchases of cost and equity method investments	(3.8		)	—			(31.4		)	—			(35.2		)
Proceeds from (used in) equity method investments	7.2			—			(4.2		)	—			3.0
Change in restricted cash	—			(2.1		)	0.8			—			(1.3		)
Receipts to vendors for deposits and loans	—			—			4.8			—			4.8
Equity infusions or investments in subsidiaries	(44.0		)	(6.7		)	50.7			—			—
Other	1.9			—			(11.5		)	9.5			(0.1		)
Net cash used in investing activities	(53.4		)	(25.1		)	(303.4		)	59.6			(322.3		)
Cash flows from financing activities:
Cash paid for contingent consideration for acquisitions	—			(3.8		)	(54.2		)	—			(58.0		)
Proceeds from solar energy system financing and capital lease obligations	—			8.4			711.9			—			720.3
Repayments of solar energy system financing and capital lease obligations	—			(0.5		)	(183.5		)	—			(184.0		)
Net repayments of customer deposits related to long-term supply agreements	—			—			(23.6		)	—			(23.6		)
Principal payments on long term debt	—			—			(1.8		)	—			(1.8		)
Common stock issued and repurchased	(0.1		)	—			—			—			(0.1		)
Net proceeds from noncontrolling interests	—			—			16.4			—			16.4
(Repayment) collection of intercompany debt	(33.8		)	9.5			24.3			—			—
Second lien term loan	196.0			—			—			—			196.0
Debt financing fees	(12.7		)	—			(22.5		)	—			(35.2		)
Net cash provided by financing activities	149.4			13.6			467.0			—			630.0
Effect of exchange rate changes on cash and cash equivalents	(0.2		)	—			(0.1		)	—			(0.3		)
Net (decrease) increase in cash and cash equivalents	(4.4		)	17.4			11.0			—			24.0
Cash and cash equivalents at beginning of period	228.9			58.3			298.6			—			585.8
Cash and cash equivalents at end of period	$	224.5		$	75.7		$	309.6		$	—		$	609.8

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Inventories (Tables)

9 Months Ended

Sep. 30, 2012

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following:

	As of		As of
In millions	September 30, 2012		December 31, 2011
Raw materials and supplies	$	70.1	$	121.6
Goods and work in process	128.6		97.7
Finished goods	47.4		102.5
	$	246.1	$	321.8

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Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Statement of Comprehensive (Loss) Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended		9 Months Ended
	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net sales	$ 601.6			$ 516.2		$ 1,997.7	$ 1,929.2	$ 1,997.7
Cost of goods sold	514.7			457.6			1,701.8	1,644.0
Gross profit	86.9			58.6		353.7	227.4	353.7
Marketing and administration	68.9			83.8		270.8	239.2	270.8
Research and development	17.4			22.3		65.1	55.8	65.1
Restructuring and impairment charges	(58.3)			56.3			(53.0)	70.1
Insurance recovery	0			0		0	(4.0)
Operating income (loss)	58.9			(103.8)		(52.3)	(10.6)	(52.3)
Interest expense	28.0			20.7		50.9	100.3	50.9
Interest income	(0.9)			(1.3)		(3.1)	(2.8)	(3.1)
Other, net	(2.4)			13.4		(3.9)	0.1	(3.9)
Total non-operating expense (income)	24.7			32.8		43.9	97.6	43.9
(Loss) income before income taxes and equity in earnings (loss) of joint venture	34.2			(136.6)		(96.2)	(108.2)	(96.2)
Income tax expense (benefit)	(3.3)			(43.2)		(56.6)	27.9	(56.6)
(Loss) income before equity in earnings (loss) of joint venture	37.5			(93.4)		(39.6)	(136.1)	(39.6)
Investment in subsidiary earnings (loss)	0						0	0
(Loss) equity in earnings of joint venture, net of tax	0.9			1.2		4.5	(0.9)	4.5
Net (loss) income	38.4			(92.2)		(35.1)	(137.0)	(35.1)
Net income attributable to noncontrolling interests	(1.4)			(2.2)		(16.5)	(1.8)	(16.5)
Net (loss) income attributable to MEMC stockholders	37.0	61.3	92.0	(94.4)	153.3	(51.6)	(138.8)	(51.6)
Comprehensive (loss) income	48.6			(139.7)		(37.6)	(145.5)	(37.6)
Less: comprehensive income attributable to noncontrolling interests	2.5			(1.0)		17.6	2.8	17.6
Comprehensive (loss) income attributable to MEMC stockholders	46.1			(138.7)		(55.2)	(148.3)	(55.2)
MEMC, Inc. [Member]
Net sales	189.7			241.0			545.1	681.4
Cost of goods sold	204.1			258.2			586.2	710.5
Gross profit	(14.4)			(17.2)			(41.1)	(29.1)
Marketing and administration	26.3			30.4			87.6	112.2
Research and development	11.9			15.2			37.5	46.0
Restructuring and impairment charges	16.2			0.6			15.4	7.3
Insurance recovery							0
Operating income (loss)	(68.8)			(63.4)			(181.6)	(194.6)
Interest expense	12.4			11.2			35.8	25.5
Interest income	0			(0.1)			(0.1)	(0.3)
Other, net	(11.0)			(14.5)			(39.4)	(37.2)
Total non-operating expense (income)	1.4			(3.4)			(3.7)	(12.0)
(Loss) income before income taxes and equity in earnings (loss) of joint venture	(70.2)			(60.0)			(177.9)	(182.6)
Income tax expense (benefit)	(22.2)			(40.6)			(68.9)	(85.3)
(Loss) income before equity in earnings (loss) of joint venture	(48.0)			(19.4)			(109.0)	(97.3)
Investment in subsidiary earnings (loss)	85.0			(75.1)			(29.8)	45.7
(Loss) equity in earnings of joint venture, net of tax	0			0.1			0	0
Net (loss) income	37.0			(94.4)			(138.8)	(51.6)
Net income attributable to noncontrolling interests	0			0			0	0
Net (loss) income attributable to MEMC stockholders	37.0			(94.4)			(138.8)	(51.6)
Comprehensive (loss) income	37.2			(94.4)			(137.2)	(51.8)
Less: comprehensive income attributable to noncontrolling interests	0			0			0	0
Comprehensive (loss) income attributable to MEMC stockholders	37.2			(94.4)			(137.2)	(51.8)
Guarantor Subsidiaries [Member]
Net sales	375.9			258.5			705.5	510.7
Cost of goods sold	410.9			217.6			741.3	462.2
Gross profit	(35.0)			40.9			(35.8)	48.5
Marketing and administration	14.3			21.2			66.8	64.2
Research and development	3.7			3.0			11.3	7.2
Restructuring and impairment charges	(1.1)			56.4			2.9	56.8
Insurance recovery							0
Operating income (loss)	(51.9)			(39.7)			(116.8)	(79.7)
Interest expense	0			(2.7)			6.1	(2.1)
Interest income	0			0			0	(0.4)
Other, net	17.7			(11.0)			17.1	(12.3)
Total non-operating expense (income)	17.7			(13.7)			23.2	(14.8)
(Loss) income before income taxes and equity in earnings (loss) of joint venture	(69.6)			(26.0)			(140.0)	(64.9)
Income tax expense (benefit)	(4.6)			(8.2)			60.9	(7.3)
(Loss) income before equity in earnings (loss) of joint venture	(65.0)			(17.8)			(200.9)	(57.6)
Investment in subsidiary earnings (loss)	80.6			(38.3)			6.9	74.1
(Loss) equity in earnings of joint venture, net of tax	0			0			0	0
Net (loss) income	15.6			(56.1)			(194.0)	16.5
Net income attributable to noncontrolling interests	(0.4)			(0.1)			(0.8)	0
Net (loss) income attributable to MEMC stockholders	15.2			(56.2)			(194.8)	16.5
Comprehensive (loss) income	15.7			(56.1)			(194.0)	16.5
Less: comprehensive income attributable to noncontrolling interests	0			0			0	0
Comprehensive (loss) income attributable to MEMC stockholders	15.7			(56.1)			(194.0)	16.5
Non-Guarantor Subsidiaries [Member]
Net sales	667.2			864.8			2,288.7	2,812.4
Cost of goods sold	577.2			779.1			2,020.0	2,406.1
Gross profit	90.0			85.7			268.7	406.3
Marketing and administration	28.3			32.2			84.8	94.4
Research and development	1.8			4.1			7.0	11.9
Restructuring and impairment charges	(73.4)			(0.7)			(71.3)	6.0
Insurance recovery							(4.0)
Operating income (loss)	133.3			50.1			252.2	294.0
Interest expense	15.6			15.8			58.4	31.8
Interest income	(0.9)			(4.8)			(2.7)	(6.7)
Other, net	(10.8)			20.5			14.6	20.6
Total non-operating expense (income)	3.9			31.5			70.3	45.7
(Loss) income before income taxes and equity in earnings (loss) of joint venture	129.4			18.6			181.9	248.3
Income tax expense (benefit)	24.8			7.4			35.9	38.7
(Loss) income before equity in earnings (loss) of joint venture	104.6			11.2			146.0	209.6
Investment in subsidiary earnings (loss)	0			0			0	0
(Loss) equity in earnings of joint venture, net of tax	0.9			1.1			(0.9)	4.5
Net (loss) income	105.5			12.3			145.1	214.1
Net income attributable to noncontrolling interests	(1.0)			(2.1)			(1.0)	(16.5)
Net (loss) income attributable to MEMC stockholders	104.5			10.2			144.1	197.6
Comprehensive (loss) income	115.4			(35.2)			135.0	211.8
Less: comprehensive income attributable to noncontrolling interests	2.5			(1.0)			2.8	17.6
Comprehensive (loss) income attributable to MEMC stockholders	112.9			(34.2)			132.2	194.2
Consolidating Adjustments [Member]
Net sales	(631.2)			(848.1)			(1,610.1)	(2,006.8)
Cost of goods sold	(677.5)			(797.3)			(1,645.7)	(1,934.8)
Gross profit	46.3			(50.8)			35.6	(72.0)
Marketing and administration	0			0			0	0
Research and development	0			0			0	0
Restructuring and impairment charges	0			0			0	0
Insurance recovery							0
Operating income (loss)	46.3			(50.8)			35.6	(72.0)
Interest expense	0			(3.6)			0	(4.3)
Interest income	0			3.6			0	4.3
Other, net	1.7			18.4			7.8	25.0
Total non-operating expense (income)	1.7			18.4			7.8	25.0
(Loss) income before income taxes and equity in earnings (loss) of joint venture	44.6			(69.2)			27.8	(97.0)
Income tax expense (benefit)	(1.3)			(1.8)			0	(2.7)
(Loss) income before equity in earnings (loss) of joint venture	45.9			(67.4)			27.8	(94.3)
Investment in subsidiary earnings (loss)	(165.6)			113.4			22.9	(119.8)
(Loss) equity in earnings of joint venture, net of tax	0			0			0	0
Net (loss) income	(119.7)			46.0			50.7	(214.1)
Net income attributable to noncontrolling interests	0			0			0	0
Net (loss) income attributable to MEMC stockholders	(119.7)			46.0			50.7	(214.1)
Comprehensive (loss) income	(119.7)			46.0			50.7	(214.1)
Less: comprehensive income attributable to noncontrolling interests	0			0			0	0
Comprehensive (loss) income attributable to MEMC stockholders	$ (119.7)			$ 46.0			$ 50.7	$ (214.1)

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Restructuring and Impairment Charges

9 Months Ended

Sep. 30, 2012

Restructuring and Related Activities [Abstract]

Restructuring and Impairment Charges

Restructuring and Impairment (Reversals) Charges

2011 Global Plan

During the second half of 2011, the semiconductor and solar industries experienced downturns, of which the downturn in solar was more severe. In order to better align our business to current and expected market conditions in the semiconductor and solar markets, as well as to improve the company's overall cost competitiveness and cash flows across both segments, we committed to a series of actions to reduce the company's global workforce, right size production capacity and accelerate operating cost reductions in 2012 and beyond (the "2011 Global Plan"). These actions included reducing the total workforce by approximately 20%, shuttering the company's Merano, Italy polysilicon facility, reducing production capacity at the company's Portland, Oregon crystal facility and slowing the ramp of the Kuching, Malaysia facility, as well as consolidating our solar wafering and solar energy systems operations into a single Solar Energy business unit effective January 1, 2012. We expect the 2011 Global Plan to be substantially complete in 2012, except for certain voluntary termination benefits which may be paid in 2013, and ongoing negotiations with certain vendors and suppliers, including those affecting our Merano plant, related to these restructuring activities. We are evaluating our options for our shuttered polysilicon facility in Italy. These options include disposal of the facility through sale or other means or reopening the facility, which could occur in 2013.

On September 4, 2012 we executed two settlement agreements with Evonik Industries AG and Evonik Degussa SpA ("Evonik"), one of our suppliers, to settle disputes arising from our early termination of two take-or-pay supply agreements. One of the original supply agreements also included a provision for the construction and operation of a chlorosilanes plant located on our existing Merano, Italy site for our benefit. Pursuant to the settlement reached, we will pay Evonik a total of 70 million euro, of which 10 million euro was paid in the third quarter of 2012. Pursuant to the settlement reached, the balance will be paid in various installments over the next five quarters. We also expect to obtain title to the chlorosilanes plant in the fourth quarter of 2012. The settlement required our forfeiture of a $10.2 million deposit with Evonik. As a result of this settlement, a favorable adjustment to our 2011 Global Plan accrual was made resulting in $69.2 million of income within restructuring and impairment on the consolidated statement of operations and comprehensive income (loss). Additionally, our obtaining title to the chlorosilanes plant could have additional favorable consequences on the consolidated statement of operations and comprehensive income (loss) in the fourth quarter of 2012.

We incurred tangible asset impairment charges of $14.2 million and $17.3 million, respectively, on solar wafering assets during the three and nine month periods ended September 30, 2012. It was determined that the related assets had no future service potential.

Details of expenses related to the 2011 Global Plan are set forth in the following table:

														As of September 30, 2012
In millions	Accrued, December  31, 2011		Year-to-Date Restructuring Charges			Cash Payments			Currency			Accrued, September 30, 2012		Cumulative Costs Incurred		Total Costs Expected to be Incurred
2011 Global Plan
Severance and other employee benefits	$	60.2	$	3.5		$	(26.9	)	$	(1.0	)	$	35.8	$	66.7	$	72.6
Contract termination (see Note 15)	260.0		(88.0		)	(14.7		)	0.8			158.1		170.0		170.0
Other	51.1		0.8			(6.9		)	0.1			45.1		52.6		72.0
Total	$	371.3	$	(83.7	)	$	(48.5	)	$	(0.1	)	$	239.0	$	289.3	$	314.6

2009 U.S. 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 MEMC's customers in the Asia Pacific region (the "2009 U.S. Plan"). MEMC continues to provide severance benefits to those employees who will be terminated under the 2009 U.S. Plan. We expect the 2009 U.S. Plan to be substantially complete in 2012. Restructuring expenses for the 2009 U.S. Plan recorded in 2011 and 2012 relate primarily to asset move costs.

In the three month periods ended September 30, 2012 and 2011, we recorded restructuring expenses of $0.7 million and $0.2 million, respectively, primarily for infrastructure and equipment moving costs related to the 2009 U.S. Plan. In the nine month periods ended September 30, 2012 and 2011, we recorded restructuring expenses of $4.0 million and $13.7 million, respectively.

Details of expenses related to the 2009 U.S. Plan are set forth in the following table:

										As of September 30, 2012
In millions	Accrued, December  31, 2011		Year-to-Date Restructuring Charges		Cash Payments			Accrued, September 30, 2012		Cumulative Costs Incurred		Total Costs Expected to be Incurred
2009 U.S. Plan
Severance and other employee benefits	$	12.6	$	—	$	(4.7	)	$	7.9	$	18.0	$	18.8
Asset move costs	—		—		—			—		4.9		7.4
Contract termination	2.9		—		(2.9		)	—		2.9		2.9
Infrastructure costs and other	—		4.0		(4.0		)	—		4.0		—
Total	$	15.5	$	4.0	$	(11.6	)	$	7.9	$	29.8	$	29.1

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Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 609.8	$ 585.8
Restricted cash	84.2	125.2
Accounts receivable, less allowance for doubtful accounts of $5.3 and $4.9 in 2012 and 2011, respectively	252.0	202.9
Inventories	246.1	321.8
Solar energy systems held for development and sale	246.0	373.0
Prepaid and other current assets	201.2	277.2
Total current assets	1,639.3	1,885.9
Investments	48.4	54.5
Property, plant and equipment, net:
Non-solar energy systems, net of accumulated depreciation of $830.9 and $817.6 in 2012 and 2011, respectively	1,180.6	1,253.7
Solar energy systems, including consolidated variable interest entities of $411.2 and $56.2 in 2011 and 2010, respectively, net of accumulated depreciation of $28.3 and $14.3 in 2011 and 2010, respectively	1,264.9	1,139.4
Deferred tax assets, net	30.9	44.8
Restricted cash	46.5	37.5
Other assets	344.1	316.6
Intangible assets, net	138.3	149.2
Total assets	4,693.0	4,881.6
Current liabilities:
Current portion of long-term debt	3.7	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations, including consolidated variable interest entities of $5.7 and $5.6 in 2012 and 2011, respectively	143.3	144.2
Accounts payable	463.9	694.6
Accrued liabilities	365.8	409.0
Contingent consideration related to acquisitions	31.8	71.6
Deferred revenue for solar energy systems	142.0	41.4
Customer and other deposits	57.5	72.4
Total current liabilities	1,208.0	1,436.9
Long-term debt, less current portion	761.8	567.7
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities of $58.9 and $57.0 in 2012 and 2011, respectively	1,404.6	1,211.2
Pension and post-employment liabilities	72.4	69.4
Customer Deposits, Noncurrent	208.2	276.8
Deferred revenue for solar energy systems	147.2	157.4
Non-solar energy system deferred revenue	30.7	51.2
Other liabilities	206.6	326.1
Total liabilities	4,039.5	4,096.7
Redeemable noncontrolling interest	11.4	0
Stockholders' equity:
Preferred stock, $.01 par value, 50.0 shares authorized, none issued and outstanding in 2012 and 2011	0	0
Common stock, $.01 par value, 300.0 shares authorized, 241.3 and 241.3 shares issued in 2012 and 2011, respectively	2.4	2.4
Additional paid-in capital	620.2	621.7
Retained earnings	437.8	577.5
Accumulated other comprehensive loss	(13.4)	(3.9)
Treasury stock, 10.5 shares in 2012 and 2011	(459.8)	(459.8)
Total MEMC stockholders' equity	587.2	737.9
Noncontrolling interests	54.9	47.0
Total stockholders' equity	642.1	784.9
Total liabilities and stockholders' equity	$ 4,693.0	$ 4,881.6

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Income Taxes

9 Months Ended

Sep. 30, 2012

Income Tax Expense (Benefit) [Abstract]

Income Taxes

Income Taxes

In general, we record income tax expense (benefit) each quarter based on our best estimate as to the full year's effective tax rate. This estimated tax expense (benefit) is reported based on a pro-ration of the actual income earned in the period divided by the full year forecasted income (loss). There are certain items, however, which are given discrete period treatment, and the tax effects of those items are reported in the quarter that such event arises. Items that give rise to discrete recognition include (but are not limited to) finalizing tax authority examinations, changes in statutory tax rates and expiration of a statute of limitations.

The process for calculating income tax expense (benefit) includes estimating current taxes due and assessing temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes. The income tax benefit in the three month period ended September 30, 2012 is associated with a change in the jurisdictional earnings mix. The tax expense in the nine month period ended September 30, 2012 is primarily attributable to the recognition of a valuation allowance on tax assets arising in the current year and taxable income in lower rate jurisdictions. We regularly review our deferred tax assets for realizability, taking into consideration all available evidence, both positive and negative, including cumulative losses, projected future pre-tax and taxable income (losses), the expected timing of the reversals of existing temporary differences and tax planning strategies. During the period ended December 31, 2011, we recorded a significant non-cash valuation allowance against the deferred tax assets. The total deferred tax assets, net of valuation allowance, as of September 30, 2012 and December 31, 2011, were $94.1 million and $107.9 million, respectively. We believe that it is more likely than not, with our projections of future taxable income, that we will generate sufficient taxable income to realize the benefits of the net deferred tax assets which have not been offset by a valuation allowance at September 30, 2012.

We are subject to income taxes in the United States and numerous foreign jurisdictions. From time to time, we are subject to income tax audits in these jurisdictions. We believe that our tax return positions are fully supported, but tax authorities may challenge certain positions, which may not be fully sustained. Our income tax expense includes amounts intended to satisfy income tax assessments that may result from these challenges. Determining the income tax expense for these potential assessments and recording the related assets and liabilities requires significant judgments and estimates. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. We review our liabilities quarterly, and we may adjust such liabilities due to proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations or new case law, negotiations between tax authorities of different countries concerning our transfer prices, the resolution of entire audits, or the expiration of statutes of limitations. Adjustments, if required, are most likely to occur in the year during which major audits are closed. The total amount accrued for uncertain tax positions increased $4.6 million during the nine month period ended September 30, 2012 due to tax benefits claimed by a certain foreign subsidiary which were offset by the closure of open statutes of limitations in a different foreign jurisdiction. A majority of these exposures relate to timing differences and accordingly, the offset was primarily recorded to deferred taxes. The total reserves for uncertain tax positions as of September 30, 2012 and December 31, 2011 were $52.8 million and $48.2 million, respectively.

We plan foreign remittance amounts based on projected cash flow needs as well as the working capital and long-term investment requirements of our foreign subsidiaries and our domestic operations. Of the cash and cash equivalents at September 30, 2012, approximately $301.8 million was held by our foreign subsidiaries, a portion of which may be subject to repatriation tax effects.

We are currently under examination by the Internal Revenue Service ("IRS") for the 2008, 2009 and 2010 tax years. Additionally, due to the carryback of our 2009 net operating loss for utilization against the 2007 tax liability, the IRS has re-opened the 2007 tax year for further review. We are also under examination by certain foreign tax jurisdictions. We believe it is reasonably possible that some portions of these examinations could be completed within the next twelve months; however, the results of these examinations and any potential settlements are not estimable at this time.

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Document and Entity Information Document	9 Months Ended
	Sep. 30, 2012	Nov. 07, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	MEMC ELECTRONIC MATERIALS INC
Entity Central Index Key	0000945436
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Trading Symbol	wfr
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		230,947,024

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Variable Interest Entities

9 Months Ended

Sep. 30, 2012

Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract]

Variable Interest Entities

Variable Interest Entities ("VIEs")

Variable interest entities ("VIEs") are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders, as a group, lack one of more of the following characteristics: (a) direct or indirect ability to make decisions, (b) obligation to absorb expected losses, or (c) right to receive expected residual returns. Our SunEdison subsidiary may establish joint ventures with non-related parties to share in the risks and rewards associated with solar energy system development, which are facilitated through equity ownership of a project company. We consolidate these project companies if we maintain the power to direct the activities which most significantly impact the project company's performance and share significantly in the risks and rewards of the project company.

We are the primary beneficiary of four VIEs in solar energy projects that we consolidated as of September 30, 2012. The carrying amounts and classification of our consolidated VIEs' assets and liabilities included in our condensed consolidated balance sheet are as follows:

In millions	As of September 30, 2012			As of December 31,  2011
Current assets	$	7.3		$	3.6
Noncurrent assets	56.4			62.7
Total assets	$	63.7		$	66.3
Current liabilities	$	(9.1	)	$	(10.9	)
Noncurrent liabilities	(71.6		)	(57.4		)
Total liabilities	$	(80.7	)	$	(68.3	)

The amounts shown in the table above exclude intercompany balances, which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations and all of the liabilities in the table above can only be settled using VIE resources. There are no material VIEs for which we determined we were not the primary beneficiary

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 4.3	$ 4.9
Non-solar energy systems, accumulated depreciation	887.4	817.6
Property, Plant and Equipment - Solar energy systems, consolidated variable interest entities	53.7	55.3
Property, Plant and Equipment - Solar energy systems, accumulated depreciation	62.4	34.2
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations, consolidated variable interest entities	2.9	5.6
Long-term solar energy system financing and capital lease obligations, consolidated variable interest entities	$ 71.2	$ 57.0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	241,400,000	241,300,000
Common stock, shares outstanding	230,900,000	230,800,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury stock, shares	10,500,000	10,500,000

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Debt and Capital Lease Obligations

9 Months Ended

Sep. 30, 2012

Debt and Capital Lease Obligations [Abstract]

Debt and Capital Lease Obligations

Debt and Capital Lease Obligations

Debt (including consolidated variable interest entities, "VIEs") and capital lease obligations outstanding consist of the following:

	As of September 30, 2012						As of December 31, 2011
	Total Principal		Current and Short-Term		Long-Term		Total Principal		Current and Short-Term		Long-Term
In millions
Non-solar energy system debt:
Senior notes	$	550.0	$	—	$	550.0	$	550.0	$	—	$	550.0
Second lien term loan	196.0		—		196.0		—		—		—
Long-term notes	19.5		3.7		15.8		21.4		3.7		17.7
Total non-solar energy system debt	$	765.5	$	3.7	$	761.8	$	571.4	$	3.7	$	567.7
Solar energy system debt, financings and capital leaseback obligations:
Short-term debt, weighted average interest rate of 6.4% and 6.2%, respectively	$	54.3	$	54.3	$	—	$	77.2	$	77.2	$	—
System construction and term debt	286.3		57.0		229.3		305.8		27.9		277.9
Capital leaseback obligations	100.2		11.9		88.3		107.8		13.3		94.5
Financing leaseback obligations	999.6		20.1		979.5		837.0		8.4		828.6
Other system financing transactions	107.5		—		107.5		27.6		17.4		10.2
Total solar energy system debt, financings and capital leaseback obligations	$	1,547.9	$	143.3	$	1,404.6	$	1,355.4	$	144.2	$	1,211.2
Total debt outstanding	$	2,313.4	$	147.0	$	2,166.4	$	1,926.8	$	147.9	$	1,778.9

Non-solar Energy System Debt

Senior Notes

On March 10, 2011, we issued $550.0 million of 7.75% Senior Notes due April 1, 2019 (the "2019 Notes"). We incurred $13.8 million in debt issuance costs, which is amortized into the condensed consolidated statement of operations and comprehensive (loss) income over the eight year term. The 2019 Notes were sold at a price equal to 100% of the principal amount thereof. The interest on the 2019 Notes is payable semi-annually, in cash in arrears, on April 1 and October 1. We may redeem the 2019 Notes at our option, in whole or in part, at any time on or after April 1, 2014, upon not less than 30 nor more than 60 days notice at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus any accrued and unpaid interest and additional interest, if any, to the redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below.

Year	Price
2014	105.813	%
2015	103.875	%
2016	101.938	%
2017 and thereafter	100.000	%

If a change of control of MEMC occurs, each holder of the 2019 Notes will have the right to require us to repurchase all or any part of that holder's notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of the repurchase.

The 2019 Notes are guaranteed by certain of MEMC's domestic subsidiaries (the “guarantors”). The 2019 Notes are senior unsecured obligations and are subordinated to all of our and the guarantors' existing and future secured debt.

The indenture governing the 2019 Notes contains covenants that limit our and our subsidiaries' ability, subject to certain exceptions and qualifications, (i) to make certain asset sales, (ii) to make other restricted payments and investments, (iii) to incur indebtedness and issue preferred stock, (iv) to declare dividends, (v) to make other payments affecting restricted subsidiaries, (vi) to enter into certain transactions with affiliates, and (vii) to merge, consolidate or sell substantially all of our assets. These covenants are subject to a number of qualifications and limitations, and in certain situations, a cross default provision that is limited to recourse debt only. As of September 30, 2012, we were in compliance with all covenants in the indenture governing the 2019 Notes.

In addition, the indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among other things: failure to make payments on the 2019 Notes when due, failure to comply with covenants under the indenture, failure to pay other indebtedness or acceleration of maturity of other indebtedness, failure to satisfy or discharge final judgments and occurrence of bankruptcy events.

Long-term Notes

Long-term notes at September 30, 2012 totaling $19.5 million are owed to a bank by our Japanese subsidiary, are guaranteed by us, and are secured by the property, plant and equipment of our Japanese subsidiary. Such guarantees would require us to satisfy the loan obligations in the event that our Japanese subsidiary failed to pay such debt in accordance with its stated terms. These loans mature in years ranging from 2012 to 2017.

Second Lien Term Loan Credit Agreement

On September 28, 2012, we entered into a Second Lien Credit Agreement ("Term Loan") with Goldman Sachs Bank USA and Deutsche Bank Securities Inc. providing for a term loan maturing on October 2, 2017, in an aggregate principal amount of $200.0 million, with a 2.0% discount to par for proceeds of $196.0 million. Additionally, we incurred $10.8 million in debt issuance costs, which is amortized into the condensed consolidated statement of operations and comprehensive (loss) income over the five year term. Interest under the Term Loan will accrue, depending on the type of borrowing, at the base rate or the eurocurrency rate, with a floor of 1.50%, plus an applicable rate equal to 9.25% for the eurocurrency rate and 8.25% for the base rate. Interest is due and payable in arrears at the end of each interest period, no less than quarterly, and on the maturity date. As of September 30, 2012 the current interest rate on the Term Loan is 10.75%.

The obligations under the Term Loan are guaranteed by certain of our domestic subsidiaries pursuant to a guaranty agreement executed by each such subsidiary. Our obligations and the guaranty obligations of the subsidiaries are secured by second priority liens on and security interests in substantially all of our present and future assets and the assets of the subsidiary guarantors, including a pledge of the capital stock of domestic and foreign subsidiaries.

We may elect to prepay amounts due under the Term Loan with prior notice to the administrative agent. Any voluntary prepayments made on or prior to March 31, 2014 are subject to yield maintenance payments to the lenders in an amount not less than 3.0% of the principal amount then being prepaid. Voluntary prepayments made after March 31, 2014 but on or prior to March 31, 2015 are subject to a call premium of 3.0% of the principal amount then being prepaid. The call premium reduces to 1.0% for prepayments made after March 31, 2015 but on or prior to March 31, 2016. The company may make prepayments after March 31, 2016 without penalty.

Similar to the revolving Credit Facility with Bank of America, N.A. (discussed below), the Term Loan contains affirmative and negative covenants. These include but are not limited to limiting the company's and certain of our subsidiaries' ability, subject to certain exceptions and qualifications, to (i) create, incur, assume or suffer any liens on assets or revenues, (ii) make other restricted payments and investments, (iii) incur indebtedness, (iv) make certain transactions with affiliates, (v) merge, consolidate or sell/dispose of assets, (vi) enter into burdensome agreements, (vii) engage in any material line of business different from current lines, or (viii) prepay indebtedness or amend indebtedness that aversely impacts the Term Loan lenders. These covenants are subject to a number of qualifications and limitations.

Additionally, the Term Loan has financial covenants requiring a consolidated leverage ratio of 3.5 to 1.0 on September 30, 2012, and 3.0 to 1.0 thereafter, and minimum liquidity levels depending on our trailing twelve-month consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA). Our minimum liquidity covenant amount will be $400.0 million in the event our trailing twelve month consolidated EBITDA is less than $400.0 million. In the event the trailing twelve month consolidated EBITDA is greater than or equal to $400.0 million and less than $600.0 million, our minimum liquidity amount will be $300.0 million. In the event it is greater than or equal to $600.0 million and less than $850.0 million, our minimum liquidity will be $200.0 million. Finally, if our trailing twelve month consolidated EBITDA is greater than or equal to $850.0 million, then no minimum liquidity amount is required. As of September 30, 2012 we were in compliance with all covenants of the Term Loan.

Solar Energy System Debt, Financings and Capital Leaseback Obligations

Our solar energy systems for which we have short-term and long-term debt, capital leaseback and finance obligations are included in separate legal entities. Of this total debt outstanding, $1,504.6 million relates to project specific non-recourse financing that is backed by solar energy system operating assets. This debt has recourse to those separate legal entities but no recourse to MEMC or our SunEdison subsidiary under the terms of the applicable agreements. The recourse finance obligations are fully collateralized by the related solar energy system assets. These obligations may also include limited guarantees by MEMC or SunEdison related to operations, maintenance and certain indemnities.

Short–term Debt

On September 30, 2011, SunEdison amended and restated its non-recourse project construction financing revolver, which has a term of three years, to increase its borrowing capacity from $50.0 million to $300.0 million. On April 12, 2012, SunEdison amended and restated this non-recourse project construction financing revolver. The amendment to this facility resulted in our overall borrowing capacity being reduced from $300.0 million to $154.0 million and added another bank to the lender syndication. 

On June 28, 2012, SunEdison amended and restated this non-recourse project construction financing revolver to make certain changes to the revolver and remove one of the lending banks. This amendment to the facility resulted in our overall capacity being reduced from $154.0 million to $110.0 million. On September 11, 2012, SunEdison further expanded the overall capacity of the facility by $40.0 million to bring the total borrowing capacity to $150.0 million.

Under the terms of the June 28, 2012 amendment, if our Corporate Family or Corporate Credit Rating for Moody's Investors Service ("Moody's") falls below "B1" or our Standard and Poor ("S&P") rating falls below "B+", we will be required to post, at our election, a letter of credit or surety bond equal to 15.0% of the total outstanding balance in order to continue to make additional borrowings under this facility. As of September 30, 2012, our ratings were "B3" and "BB" for Moody's and S&P respectively. Because our Corporate Family Rating for Moody's was below "B1", a letter of credit equal to 15.0% of the $46.7 million outstanding balances was posted as of September 30, 2012. Additionally, $3.9 million of deferred financing fees were charged to interest expense during the three month period ended June 30, 2012, a result of the amendments made to our non-recourse project construction financing revolver. No similar charges were incurred in the comparable period of 2011.

Interest on borrowings under the construction financing revolver are based, at our election, on LIBOR plus an applicable margin (currently 3.50%) or at a defined prime rate plus an applicable margin (currently 2.50%). The construction financing revolver also requires SunEdison to pay various fees, including a commitment fee (currently 1.10%) on the unused portion of the facility. The construction financing revolver will be used to support the construction costs of utility and rooftop solar energy systems throughout the U.S. and Canada. The construction loans are non-recourse debt to entities outside of the project company legal entities that subscribe to the debt and will be secured by a pledge of the collateral, including the project contracts and equipment. The outstanding borrowings are typically repaid shortly after completion of the construction of the solar energy systems in accordance with the terms of the construction financing revolver, which repayments typically occur over the following three to six months. This revolver also includes a customary material adverse effect clause whereby a breach may disallow a future draw but not acceleration of payment. This revolver also includes a cross default clause which provides, among other lender rights, the right to restrict future loans as well as the right to accelerate principal and interest payments. Because this is non-recourse financing, covenants relate specifically to the collateral amounts and transfer of right restrictions. As of September 30, 2012 and December 31, 2011, there was $46.7 million and $77.2 million, respectively, outstanding on this construction revolver.

In the event additional construction debt is needed and the remainder of the original capacity is not renewed or replaced, we have the ability to draw upon the available capacity of our revolving credit facility (discussed below). In the event we cannot renew, replace or backfill the remainder of the original capacity with other financing or have adequate net working capital, such inability to fund future projects may have an adverse impact on our business growth plans, financial position and results of operations.

System Construction and Term Debt

SunEdison typically finances its solar energy system projects through project entity specific debt secured by the project entity's assets (mainly the solar energy system) which has no recourse to MEMC or SunEdison. Typically, these financing arrangements provide for a construction loan, which upon completion will be converted into a term loan, and generally do not restrict the future sale of the project entity to a third party buyer.

As of September 30, 2012, SunEdison had total solar energy system construction and term debt outstanding of $286.3 million.Of this amount, $200.2 million relates to variable rate debt with interest rates that are tied to either the London Interbank Offered Rate, Euro Interbank Offer Rate, Canadian Dollar Offer Rate or the Prime rate. The variable interest rates have primarily been hedged by our outstanding interest rate swaps as discussed in Note 8. The interest rates on the remaining construction and term debt range from 3.0% to 12.0%. The maturities range from 2012 to 2033 and these facilities are collateralized by the related solar energy system assets with an aggregate carrying amount of $81.1 million.

During the second quarter of 2012, we violated covenants of two non-recourse solar energy system loans totaling $25.3 million as a result of the devaluation of the local currency (Indian Rupee). On September 28, 2012, we obtained a waiver from the lender for the covenant violation, which has a grace period until November 20, 2013. During the grace period, the debt will be classified as short-term debt.  We make no assurance that the covenants will be met after the grace period. The solar energy systems for these two project companies collateralize the loans and there is no recourse outside of the project companies.

Capital Leaseback Obligations

We are party to master lease agreements that provide for the sale and simultaneous leaseback of certain solar energy systems constructed by us. As of September 30, 2012, SunEdison had $100.2 million of capital lease obligations outstanding. Generally, this classification occurs when the term of the lease is greater than 75.0% of the estimated economic life of the solar energy system and the transaction is not subject to real estate accounting. The terms of the leases are typically 25 years, with certain leases providing terms as low as 10 years and providing for early buyout options. The specified rental payments are based on projected cash flows that the solar energy system will generate. Since the SunEdison acquisition on November 20, 2009, SunEdison has not entered into any arrangements that have resulted in accounting for the sale-leaseback as a capital lease.

Financing Leaseback Obligations

In certain transactions, we account for the proceeds of sale-leasebacks as financings, which are typically secured by the solar energy system assets and its future cash flows from energy sales, but without recourse to MEMC or SunEdison under the terms of the arrangement. The structure of the repayment terms under the lease typically results in negative amortization throughout the financing period, and we therefore recognize the lease payments as interest expense. The balance outstanding for sale-leaseback transactions recorded as financings as of September 30, 2012 is $999.6 million, which includes the transactions discussed below. The maturities range from 2021 to 2037 and are collateralized by the related solar energy system assets with a carrying amount of $985.0 million.

On March 31, 2011, one of SunEdison's project subsidiaries executed a master lease agreement with a U.S. financial institution which provides for the sale and simultaneous leaseback of certain solar energy systems constructed by SunEdison. The total capacity under this agreement is $120.0 million, of which $68.0 million is outstanding and $52.0 million is available as of September 30, 2012. The specified rental payments will be based on projected cash flows that the solar energy systems will generate.

On September 24, 2012, one of SunEdison's project subsidiaries executed a master lease agreement with a U.S. financial institution which provides for the sale and simultaneous leaseback of certain solar energy systems constructed by SunEdison. The total capacity under this agreement is $52.5 million, of which $6.5 million is outstanding and $46.0 million is available as of September 30, 2012. The specified rental payments will be based on projected cash flows that the solar energy systems will generate.

Other System Financing Transactions

Other system financing transactions represent the cash proceeds that SunEdison received in connection with an executed solar energy system sales contract that has not met the sales recognition requirements under real estate accounting and has been accounted for as a financing. Included in other system financing is $17.2 million of proceeds collected under three separate solar energy system sales agreements with the buyer that provides the buyer with a put option that could become an obligation in the event that we are unable to fulfill certain performance warranties set to expire during 2015. The remaining portion of other system financings of $90.3 million relates to cash proceeds received in connection with separate solar energy system sales contracts for which SunEdison has substantial continuing involvement. There are no principal or interest payments associated with these transactions.

Other Facilities

Revolving Credit Facility

Our corporate revolving credit facility with Bank of America, N.A. is an aggregate principal amount of $400.0 million (the “Credit Facility”).

On February 28, 2012, we amended our Credit Facility to reduce our expected minimum liquidity covenant of $500.0 million to $450.0 million and $350.0 million for the first and second quarters of 2012, respectively. We also revised the pricing grid for the applicable rate that we will pay for letters of credit and drawings under the facility by an increase of 25 basis points until September 30, 2012.

On May 8, 2012, we further amended our Credit Facility to allow for a consolidated leverage ratio of not greater than 3.00 to 1.00 for the second and third quarters of 2012 and to set our minimum liquidity covenant at $400.0 million for the third quarter of 2012. In the fourth quarter of 2012, our consolidated leverage ratio covenant will revert back to 2.50 to 1.00, and our minimum liquidity covenant under this facility will require a minimum liquidity amount based on our trailing twelve month consolidated EBITDA. Our minimum liquidity covenant amount will be $500.0 million in the event our trailing twelve month consolidated EBITDA is less than $400.0 million. In the event the trailing twelve month consolidated EBITDA is greater than or equal to $400.0 million and less than $600.0 million, our minimum liquidity amount will be $400.0 million. In the event it is greater than or equal to $600.0 million and less than $850.0 million, our minimum liquidity will be $300.0 million. Finally, if our trailing twelve month consolidated EBITDA is greater than or equal to $850.0 million, then no minimum liquidity amount is required. The interest rates on borrowings under the Credit Facility were also amended to the eurocurrency rate plus 3.75% and the base rate plus 2.75%, as applicable. The Credit Facility was also amended to permit us to incur up to $250.0 million of convertible or subordinated unsecured indebtedness, subject to compliance with certain conditions.

In order to accommodate the Term Loan, the Credit Facility was amended on September 28, 2012. We incurred $2.0 million in debt issuance costs, which is amortized into the condensed consolidated statement of operations and comprehensive (loss) income over the remaining term of the Credit Facility. There were no changes to the maximum capacity or stated interest rate as part of the amendment, although the Credit Facility lenders and Term Loan lenders entered into a customary intercreditor agreement.

The Credit Facility has a term of three years. Our obligations under the facility are guaranteed by certain domestic subsidiaries of MEMC. Our obligations and the guaranty obligations of the subsidiaries are secured by liens on and security interests in substantially all present and future assets of MEMC and the subsidiary guarantors, including a pledge of the capital stock of certain domestic and foreign subsidiaries of MEMC.

Interest under the Credit Facility will accrue, depending on the type of borrowing, at the base rate (in the case of base rate loans and swing line loans) or the eurocurrency rate (in the case of eurocurrency rate loans), plus, in each case, an applicable rate that varies from (currently 3.75%) for the eurocurrency rate to (currently 2.75%) for the base rate, depending on our consolidated leverage ratio. Interest is due and payable in arrears at the end of each interest period (no less than quarterly) and on the maturity date of the Credit Facility. Principal is due on the maturity date. Commitment fees of 0.50% are payable quarterly on the unused portion of the aggregate commitment of $400.0 million. Letter of credit fees are payable quarterly on the daily amount available to be drawn under a letter of credit at an applicable rate that varies (currently 2.75%), depending on our consolidated leverage ratio.

The Credit Facility contains representations, covenants and events of default typical for credit arrangements of comparable size, including maintaining a consolidated leverage ratio and a variable minimum liquidity amount.  The Credit Facility also contains a customary material adverse effects clause and a cross default clause. The cross default clause is applicable to defaults on other indebtedness in excess of $35.0 million, excluding our non-recourse indebtedness. Our liquidity position was in excess of the minimum liquidity amount by $480.3 million and our consolidated leverage ratio was 2.4 at September 30, 2012.

As of September 30, 2012 and December 31, 2011, we had no borrowings outstanding under this facility, although we had approximately $129.5 million and $173.0 million, respectively, of outstanding third party letters of credit backed by this facility at such date, which reduces the available capacity. Therefore, funds available under this facility were $270.5 million and $227.0 million as of September 30, 2012 and December 31, 2011, respectively. We were in compliance with all covenants under this facility at September 30, 2012.

Other Financing Commitments

We have short-term committed financing arrangements of approximately $35.1 million at September 30, 2012, of which there were no short-term borrowings outstanding as of September 30, 2012. Of this amount, $7.4 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.

During the three month periods ended September 30, 2012 and 2011, we capitalized $4.3 million and $6.0 million of interest, respectively. During the nine month periods ended September 30, 2012 and 2011, we capitalized $15.7 million and $11.5 million of interest, respectively.

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Intangible Assets

9 Months Ended

Sep. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Intangible Assets

Changes in intangible assets, net of accumulated amortization, for the nine month period ended September 30, 2012 are as follows:

In millions	December 31, 2011		Additions		Amortization or allocation to solar energy systems			Impairments			As of September 30, 2012
Total amortizable intangible assets, net of accumulated amortization of $15.1 and $19.2, respectively	$	25.6	$	—	$	(6.3	)	$	(0.6	)	$	18.7
Total indefinite lived intangible assets	123.6		—		(3.4		)	(0.6		)	119.6
Total intangible assets, net	$	149.2	$	—	$	(9.7	)	$	(1.2	)	$	138.3

During the three month periods ending September 30, 2012 and September 30, 2011, we recognized amortization expense of $5.2 million and $6.3 million, respectively. During the nine month periods ending September 30, 2012 and September 30, 2011, we recognized amortization expense of $9.7 million and $12.1 million, respectively. During the three month period ended September 30, 2011, we impaired goodwill in the amount of $56.4 million related to our Solaicx acquisition. The remaining historical goodwill was impaired in the fourth quarter of 2011.

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Restructuring and Impairment Charges (Tables)

9 Months Ended

Sep. 30, 2012

2011 Global Plan [Member]

Restructuring Cost and Reserve [Line Items]

Details of Restructuring Expenses

Details of expenses related to the 2011 Global Plan are set forth in the following table:

														As of September 30, 2012
In millions	Accrued, December  31, 2011		Year-to-Date Restructuring Charges			Cash Payments			Currency			Accrued, September 30, 2012		Cumulative Costs Incurred		Total Costs Expected to be Incurred
2011 Global Plan
Severance and other employee benefits	$	60.2	$	3.5		$	(26.9	)	$	(1.0	)	$	35.8	$	66.7	$	72.6
Contract termination (see Note 15)	260.0		(88.0		)	(14.7		)	0.8			158.1		170.0		170.0
Other	51.1		0.8			(6.9		)	0.1			45.1		52.6		72.0
Total	$	371.3	$	(83.7	)	$	(48.5	)	$	(0.1	)	$	239.0	$	289.3	$	314.6

2009 U.S. Plan [Member]

Restructuring Cost and Reserve [Line Items]

Details of Restructuring Expenses

Details of expenses related to the 2009 U.S. Plan are set forth in the following table:

										As of September 30, 2012
In millions	Accrued, December  31, 2011		Year-to-Date Restructuring Charges		Cash Payments			Accrued, September 30, 2012		Cumulative Costs Incurred		Total Costs Expected to be Incurred
2009 U.S. Plan
Severance and other employee benefits	$	12.6	$	—	$	(4.7	)	$	7.9	$	18.0	$	18.8
Asset move costs	—		—		—			—		4.9		7.4
Contract termination	2.9		—		(2.9		)	—		2.9		2.9
Infrastructure costs and other	—		4.0		(4.0		)	—		4.0		—
Total	$	15.5	$	4.0	$	(11.6	)	$	7.9	$	29.8	$	29.1

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Deferred Revenue and Profit

9 Months Ended

Sep. 30, 2012

Deferred Revenue Disclosure [Abstract]

Deferred Revenue and Profit

Deferred Revenue

Deferred revenue consists of the following:

In millions	As of September 30, 2012		As of December 31, 2011
Deferred revenue for solar energy systems:
Short-term profit deferrals and deposits on solar energy system sales	$	142.0	$	41.4
Long-term profit deferrals and deposits on solar energy system sales	125.4		138.0
Deferred subsidy revenue	21.8		19.4
Total solar energy system deferred revenue	$	289.2	$	198.8
Non-solar energy system deferred revenue:
Short-term deferred revenue	$	—	$	0.7
Long-term deferred revenue	30.7		51.2
Total non-solar energy system deferred revenue	30.7		51.9
Total deferred revenue	$	319.9	$	250.7

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Income (loss) Per Share

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Income (loss) Per Share

Income (loss) Per Share

For the three month periods ended September 30, 2012 and September 30, 2011, basic and diluted income (loss) per share (“EPS”) were calculated as follows:

	Three Months Ended September 30, 2012						Three Months Ended September 30, 2011
In millions, except per share amounts	Basic			Diluted			Basic			Diluted
EPS Numerator:
Net income (loss) attributable to common stockholders	$	37.0		$	37.0		$	(94.4	)	$	(94.4	)
Adjustment of redeemable noncontrolling interest (see Note 11)	(0.9		)	(0.9		)	—			—
Adjusted net income to common stockholders	$	36.1		$	36.1		$	(94.4	)	$	(94.4	)
EPS Denominator:
Weighted-average shares outstanding	230.9			230.9			230.3			230.3
Stock options and restricted stock units	—			1.1			—			—
Total shares	230.9			232.0			230.3			230.3
Income (loss) per share	$	0.16		$	0.16		$	(0.41	)	$	(0.41	)

For the nine month periods ended September 30, 2012 and September 30, 2011, basic and diluted loss per share (“EPS”) were calculated as follows:

	Nine Months Ended September 30, 2012						Nine Months Ended September 30, 2011
In millions, except per share amounts	Basic			Diluted			Basic			Diluted
EPS Numerator:
Net loss attributable to common stockholders	$	(138.8	)	$	(138.8	)	$	(51.6	)	$	(51.6	)
Adjustment of redeemable noncontrolling interest (see Note 11)	(0.9		)	(0.9		)	—			—
Adjusted net loss to common stockholders	$	(139.7	)	$	(139.7	)	$	(51.6	)	$	(51.6	)
EPS Denominator:
Weighted-average shares outstanding	230.8			230.8			229.7			229.7
Stock options and restricted stock units	—			—			—			—
Total shares	230.8			230.8			229.7			229.7
Loss per share	$	(0.61	)	$	(0.61	)	$	(0.22	)	$	(0.22	)

For the three month period ended September 30, 2012, 1.1 million options to purchase MEMC stock were included in the calculation of diluted EPS. For the nine month period ended September 30, 2012, all options to purchase MEMC stock and all restricted stock units were excluded from the calculation of diluted EPS because the effect was antidilutive due to the net loss incurred for that period. For the three and nine month periods ended September 30, 2011, 13.9 million and 12.5 million shares, respectively, of stock options and restricted stock units were excluded from the calculation of diluted EPS because the effect was antidilutive.

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Stockholders' Equity (Outstanding Stock Options) (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	9 Months Ended
	Aug. 17, 2012	Sep. 30, 2012 Y
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding shares, beginning balance		17,066,401
Granted (in shares)		15,968,143
Exercised		0
Forfeited	(6,900,000)	(5,626,369)
Expired		(5,364,924)
Outstanding shares, ending balance		22,043,251
Stock Options Exercisable		3,148,184
Weighted Average Exercise Price, Beginning balance		$ 19.21
Granted, Weighted Average Exercise Price		$ 2.82
Exercised, Weighted Average Exercise Price		$ 0.00
Forfeited, Weighted Average Exercise Price		$ 12.21
Expired, Weighted Average Exercise Price		$ 30.79
Weighted Average Exercise Price, Ending balance		$ 6.31
Stock Options Exercisable, Weighted Average Exercise Price		$ 17.95
Outstanding, Aggregate Intrinsic Value		$ 4.58
Exercisable, Aggregate Intrinsic Value		$ 4.52
Outstanding, Weighted Average Remaining Contractual Life, years		9
Exercisable, Weighted Average Remaining Contractual Life (in years)		6

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Derivatives and Hedging Instruments

9 Months Ended

Sep. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Instruments

Derivatives and Hedging Instruments

MEMC’s derivatives and hedging activities consist of:

		Assets (Liabilities or Equity) Fair Value
In millions	Balance Sheet Location	As of September 30, 2012			As of December 31, 2011
Derivatives designated as hedging:
Interest rate swaps	Accrued liabilities	$	(5.4	)	$	(4.5	)
Interest rate swaps	Accumulated other comprehensive loss	$	(4.7	)	$	(3.9	)
Derivatives not designated as hedging:
Suntech warrant	Other assets	$	0.1		$	0.5
Interest rate swaps	Accrued liabilities	$	—		$	(1.1	)
Currency forward contracts	Prepaid and other current assets	$	10.4		$	3.0
Currency forward contracts	Accrued liabilities	$	(1.0	)	$	(1.8	)

		(Gains) Losses
		Three Months Ended September 30,					Nine Months Ended September 30,
In millions	Statement of Operations and Comprehensive (Loss) Income Location	2012			2011		2012			2011
Derivatives not designated as hedging:
Suntech warrant	Other, net	$	0.2		$	4.3	$	0.4		$	4.6
Currency forward contracts	Other, net	$	(7.6	)	$	6.8	$	(6.4	)	$	(3.4	)

To mitigate financial market risks of foreign currency exchange rates, we utilize currency forward contracts. 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 our net exposure. 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. As of September 30, 2012 and December 31, 2011, these currency forward contracts had aggregate notional amounts of $398.7 million and $293.2 million, respectively.

We are party to interest rate swap instruments with notional amounts totaling approximately $41.6 million and $41.3 million at September 30, 2012 and December 31, 2011, respectively, 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 interest rate swap agreements, we pay the fixed rate and the financial institution to the agreements pays us a floating interest rate. The amount recorded to the condensed consolidated balance sheet, as provided in the table above, represents the fair value of the net amount that we would settle on the balance sheet date if the agreements were transferred to other third parties or canceled by us. The effective portion of these hedges during the three and nine month periods ended September 30, 2012 and 2011 was recorded to accumulated other comprehensive loss. No ineffectiveness was recognized during the three month period ending September 30, 2011, however ineffectiveness of $0.7 million was recognized during the nine month period ended September 30, 2011

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Fair Value Measurements

9 Months Ended

Sep. 30, 2012

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the accompanying condensed consolidated balance sheets:

	As of September 30, 2012											As of December 31, 2011
Assets (liabilities), in millions	Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3			Total
Available-for-sale investments	$	—	$	14.7		$	—		$	14.7		$	—	$	16.2		$	—		$	16.2
Suntech warrant	—		—			0.1			0.1			—		—			0.5			0.5
Interest rate swaps	—		(5.4		)	—			(5.4		)	—		(5.6		)	—			(5.6		)
Currency forward contracts	9.4		—			—			9.4			1.2		—			—			1.2
Contingent consideration related to acquisitions	—		—			(35.0		)	(35.0		)	—		—			(90.8		)	(90.8		)
Total	$	9.4	$	9.3		$	(34.9	)	$	(16.2	)	$	1.2	$	10.6		$	(90.3	)	$	(78.5	)

There were no transfers into or out of Level 1, Level 2 or Level 3 financial instruments during the three and nine month periods ended September 30, 2012.

The following table summarizes changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2011 and September 30, 2012:

In millions	Suntech Warrant			Contingent Consideration Related to Acquisitions			Other Derivatives		Total
Balance at December 31, 2010	$	5.2		$	(26.2	)	$	1.6	$	(19.4	)
Total unrealized gains (losses) included in earnings (1)	(4.6		)	12.0			—		7.4
Acquisitions, sales, redemptions and payments	—			(104.6		)			(104.6		)
Balance at September 30, 2011	$	0.6		$	(118.8	)	$	1.6	$	(116.6	)
Balance at December 31, 2011	$	0.5		$	(90.8	)	$	—	$	(90.3	)
Total unrealized losses included in earnings (1)	(0.4		)	(11.5		)	—		(11.9		)
Payments	—			67.3			—		67.3
Balance at September 30, 2012	$	0.1		$	(35.0	)	$	—	$	(34.9	)
The amount of total losses for the nine months ended September 30, 2012 included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date	$	(0.4	)	$	(11.5	)	$	—	$	(11.9	)

__________________________

⁽¹⁾  Amounts included in earnings are recorded to non-operating expense (income) in the condensed consolidated statement of operations and comprehensive (loss) income, except for the amount included in marketing and administration for the contingent consideration related to acquisitions, for which changes to the fair value were recorded to operating income (loss) in the condensed consolidated statement of operations and comprehensive (loss) income.

The carrying amount of our outstanding short-term debt, long-term debt and capital lease obligations at September 30, 2012 and December 31, 2011 was $2,313.4 million and $1,926.8 million, respectively. The estimated fair value of that debt and capital lease obligations was $1,762.6 million and $1,333.6 million at September 30, 2012 and December 31, 2011, respectively. Fair value of our debt, excluding our $550.0 million 2019 Notes, is calculated using a discounted cash flow model with consideration for our non-performance risk. The estimated fair value of our 2019 Notes was based on a broker quotation. The estimated fair value of our solar energy system debt related to sale-leasebacks is significantly lower than the carrying value of such debt because the fair value estimate is based on the fair value of our fixed lease payments over the term of the leases. Under real estate accounting, this debt is recorded as a financing obligation, and substantially all of our lease payments are recorded as interest expense with little to no reduction in our debt balance over the term of the lease. As a result, our outstanding sale-leaseback debt obligations will generally result in a one-time gain recognition at the end of the leases for the full amount of the debt. The timing difference between expense and gain recognition will result in increased expense during the term of the leases with a significant book gain at the end of the lease.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2012

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Stockholders’ Equity and Redeemable Noncontrolling Interest

The following table presents the change in total stockholders' equity for the nine month period ended September 30, 2012:

In millions	MEMC Stockholders’ Equity			Noncontrolling Interest			Total Stockholders Equity			Redeemable noncontrolling interest
Balance, December 31, 2011	$	737.9		$	47.0		$	784.9		$	—
Net (loss) income	(138.8		)	1.8			(137.0		)	0.1
Adjustment of redeemable noncontrolling interest	(0.9		)	—			(0.9		)	0.9
Other comprehensive (loss) income, net of tax	(9.6		)	1.1			(8.5		)	—
Stock plans, net	(1.4		)	—			(1.4		)	—
SunEdison - distributions to partner	—			(1.2		)	(1.2		)	—
SunEdison - contributions from partner	—			6.2			6.2			10.4
Balance, September 30, 2012	$	587.2		$	54.9		$	642.1		$	11.4

Redeemable Noncontrolling Interest

Redeemable noncontrolling interests are equity interests in common stock of consolidated subsidiaries that have redemption features that are not solely within our control. These interests are classified as temporary equity and measured at the greater of estimated redemption value at the end of each reporting period or the initial carrying amount of the redeemable noncontrolling interests adjusted for cumulative earnings allocations.  Adjustments to report redeemable noncontrolling interests at estimated redemption value are determined after the attribution of net income or loss of the subsidiary and are recorded to retained earnings, or in the absence of retained earnings, additional paid-in-capital.

On June 27, 2012, we issued redeemable common stock in certain consolidated subsidiaries to a non affiliated third party representing a 15% noncontrolling interest in those consolidated subsidiaries. We received cash proceeds of $11.4 million as consideration for the redeemable stock issuance, which was initially measured and reported net of stock issuance costs of $1.0 million in the temporary equity section on the consolidated balance sheet as Redeemable Noncontrolling Interest. Under the terms of the arrangement, the noncontrolling interest holder has a contingent right to require us to repurchase the holder's 15% interest at a redemption price that does not represent fair value. The noncontrolling interest becomes redeemable at the earlier of (i) April 15, 2019 or (ii) the occurrence of certain contingent events, including those that are not solely within the control of the company. As of September 30, 2012, the noncontrolling interests are not currently redeemable, but are probable of becoming redeemable at a future date. Accordingly, we have adjusted the redeemable noncontrolling interest to its expected redemption value, resulting in a $0.9 million reduction to retained earnings as of September 30, 2012.

Stock-Based Compensation

The following table presents information regarding outstanding stock options as of September 30, 2012 and changes during the nine month period then ended with regard to stock options:

	Shares		Weighted- Average Exercise Price		Aggregate  Intrinsic Value (in millions)		Weighted- Average Remaining Contractual Life
Outstanding at December 31, 2011	17,066,401		$	19.21
Granted	15,968,143		2.82
Exercised	—		—
Forfeited	(5,626,369	)	12.21
Expired	(5,364,924	)	30.79
Outstanding at September 30, 2012	22,043,251		$	6.31	$	4.58	9
Options exercisable at September 30, 2012	3,148,184		$	17.95	$	4.52	6

The weighted-average grant-date fair value per share of options granted was $1.18 and $6.16 for the nine month period ended September 30, 2012 and 2011, respectively.

At our May 25, 2012 annual meeting of stockholders, stockholders approved amendments to our equity incentive plans to permit a one-time stock option exchange program pursuant to which certain employees, excluding directors and executive officers, would be permitted to surrender for cancellation certain outstanding stock options with an exercise price substantially greater than our then current trading price in exchange for fewer stock options at a lower exercise price. The option exchange program commenced on July 17, 2012 and closed on August 17, 2012. The number of new stock options replacing surrendered eligible options was determined by an exchange ratio dependent on the exercise price of the original options and constructed to result in the new option value being approximately equal to the value of surrendered options. The program was designed to cause us to incur minimal incremental stock-based compensation expense in future periods. The option exchange resulted in the cancellation of 6.9 million old options and the issuance of 2.0 million new options with an award date of August 20, 2012 and a new exercise price of $2.77 per share. The cancelled options are reflected in the rollforward above as either forfeited or expired, depending on whether or not the old options were vested or not. New options issued in the exchange will vest over a two or three year period depending on whether the surrendered options were fully or partially vested. The incremental fair value created under the stock option exchange was $0.2 million, and this cost will be recognized on a straight line basis over the two or three year vesting period. The compensation cost of the original awards will continue to be expensed under the original vesting schedule.

During the three month period ended September 30, 2012, we granted 9.4 million options with a 10-year contractual term to select employees, including senior executives, excluding the chief executive officer. The options will vest in three tranches one year after MEMC stock achieves the following three price hurdles for 30 consecutive calendar days: $7.00, $10.00 and $15.00. If the individual price hurdles are not met within five years of the grant date, the options tied to that individual price hurdle will be cancelled. The grant date fair value of these awards was $11.0 million and this compensation cost will be expensed on a straight line basis consistent with the vesting schedule of each separately identified tranche. The grant date fair value was calculated for these awards using a probabilistic approach under a monte-carlo simulation taking into consideration volatility, interest rates and expected term. Because the vesting of these awards is based on stock price performance (i.e. a market condition), it is classified as an equity award. The price hurdles were not met as of September 30, 2012.

The following table presents information regarding outstanding restricted stock units as of September 30, 2012 and changes during the nine month period then ended:

	Restricted  Stock Units		Aggregate  Intrinsic Value (in millions)		Weighted- Average  Remaining Contractual Life
Outstanding at December 31, 2011	4,692,159
Granted	1,403,133
Converted	(243,441	)
Forfeited	(949,884	)
Outstanding at September 30, 2012	4,901,967		$	12.8	6

The weighted-average fair value of restricted stock units per share on the date of grant was $3.09 and $11.29 for the nine month period ended September 30, 2012 and 2011, respectively.

Stock-based compensation expense for the three month periods ended September 30, 2012 and 2011 was $7.5 million and $6.7 million, respectively. For the nine month periods ended September 30, 2012 and 2011, stock based compensation expense was $21.9 million and $19.8 million, respectively.

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Deferred Revenue and Profit (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended							0 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Sep. 30, 2012 Solar Energy [Member]	Dec. 31, 2011 Solar Energy [Member]	Sep. 30, 2012 Non-Solar Energy Systems [Member]	Dec. 31, 2011 Non-Solar Energy Systems [Member]	Sep. 25, 2012 Solar Wafer Supply Agreement [Member]	Sep. 30, 2012 Solar Wafer Supply Agreement [Member]
Deferred Revenue Arrangement [Line Items]
Short-term deposits on solar energy systems	$ 142.0		$ 41.4	$ 142.0	$ 41.4
Profit deferrals on solar energy system sales				125.4	138.0
Deferred subsidy revenue				21.8	19.4
Deferred Revenue	319.9		250.7	289.2	198.8	30.7	51.9
Short-term deferred revenue						0	0.7
Long-term deferred revenue						30.7	51.2
Total deferred revenue								37.1
Decrease in customer deposits								21.3
Proceeds from Other Deposits								21.2
Receivables, Long-term Contracts or Programs									5.5
Contract Termination, Option to Receive Cash									3.0
Deferred revenue	$ (17.7)	$ (61.3)

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Reportable Segments (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended	9 Months Ended		6 Months Ended	9 Months Ended	3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	0 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2011 Semiconductor Materials [Member]	Sep. 30, 2012 Semiconductor Materials [Member]	Sep. 30, 2012 Solar Energy [Member]	Sep. 30, 2011 Solar Energy [Member]	Sep. 30, 2012 Solar Energy [Member]	Sep. 30, 2011 Solar Energy [Member]	Mar. 31, 2011 Corporate Elimination [Member]	Sep. 30, 2012 Earthquake [Member] Semiconductor Materials [Member]	Sep. 30, 2012 Solar Wafering Assets [Member]	Sep. 30, 2012 Solar Wafering Assets [Member]	Sep. 04, 2012 Purchase Obligation Termination [Member] 2011 Global Plan [Member]	Sep. 25, 2012 Solar Wafer Supply Agreement [Member]	Sep. 30, 2011 Solar Wafer Supply Agreement [Member]	Sep. 30, 2011 Solar Wafer Supply Agreement [Member]
Segment Reporting Information [Line Items]
Construction Of Solar Energy Systems Capital Expenditures			$ 470,200,000	$ 193,200,000	$ 470,200,000			$ 35,500,000	$ 243,500,000	$ 193,200,000	$ 470,200,000
Inventory Write-down						15,800,000	0
Total deferred revenue																	37,100,000
Tangible Asset Impairment Charges														14,200,000	17,300,000
Contract Resolution Revenue Recognized																		19,400,000	168,800,000
Cost of Goods Sold Purchase Obligations		15,000,000
Favorable adjustment to accrual																69,200,000
Net insurance proceeds from our business interruption lost profits claim related to the disruption	0	0	0	4,000,000									4,000,000
Legal expenses												$ 13,100,000

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Variable Interest Entities (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Variable Interest Entity [Line Items]
Current assets	$ 7.3	$ 3.6
Noncurrent assets	56.4	62.7
Total assets	63.7	66.3
Current liabilities	(9.1)	(10.9)
Noncurrent liabilities	(71.6)	(57.4)
Total liabilities	$ (80.7)	$ (68.3)
Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Variable Interest Entity, Number Of Entities	4

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Deferred Revenue and Profit (Tables)

9 Months Ended

Sep. 30, 2012

Deferred Revenue Disclosure [Abstract]

Schedule of Deferred Revenue and Profit

Deferred revenue consists of the following:

In millions	As of September 30, 2012		As of December 31, 2011
Deferred revenue for solar energy systems:
Short-term profit deferrals and deposits on solar energy system sales	$	142.0	$	41.4
Long-term profit deferrals and deposits on solar energy system sales	125.4		138.0
Deferred subsidy revenue	21.8		19.4
Total solar energy system deferred revenue	$	289.2	$	198.8
Non-solar energy system deferred revenue:
Short-term deferred revenue	$	—	$	0.7
Long-term deferred revenue	30.7		51.2
Total non-solar energy system deferred revenue	30.7		51.9
Total deferred revenue	$	319.9	$	250.7

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Derivatives and Hedging Instruments (Derivatives and Hedging Activities) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Accrued Liabilities [Member] | Derivatives Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Assets (Liabilities or Equity) Fair Value	$ (5.4)	$ (4.5)
Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Assets (Liabilities or Equity) Fair Value	0	(1.1)
Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instrument [Member] | Currency Forward Contracts [Member]
Derivatives, Fair Value [Line Items]
Assets (Liabilities or Equity) Fair Value	(1.0)	(1.8)
Accumulated Other Comprehensive Income [Member] | Derivatives Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Assets (Liabilities or Equity) Fair Value	(4.7)	(3.9)
Prepaid and Other Current Assets [Member] | Derivatives Not Designated as Hedging Instrument [Member] | Currency Forward Contracts [Member]
Derivatives, Fair Value [Line Items]
Assets (Liabilities or Equity) Fair Value	10.4	3.0
Other Assets [Member] | Derivatives Not Designated as Hedging Instrument [Member] | Suntech Warrant [Member]
Derivatives, Fair Value [Line Items]
Assets (Liabilities or Equity) Fair Value	$ 0.1	$ 0.5

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Reportable Segments

9 Months Ended

Sep. 30, 2012

Segment Reporting [Abstract]

Reportable Segments

Reportable Segments

From January 1, 2010 until December 31, 2011, MEMC was organized by end market, with three business segments: Semiconductor Materials, Solar Materials and Solar Energy. During the fourth quarter of 2011, we initiated a large scale global restructuring plan across all of our reportable segments (see Note 2). As part of our restructuring plan, effective January 1, 2012, we consolidated our two solar business units' operations into one business unit, and since that date we have been engaged in two reportable segments, Semiconductor Materials and Solar Energy.

Our Semiconductor Materials segment includes the development, production and marketing of semiconductor wafers with a wide variety of features satisfying numerous product specifications to meet our customers’ exacting requirements, which wafers are utilized in the manufacture of semiconductor devices.

Our Solar Energy segment provides solar energy services that integrate the design, installation, financing, monitoring, operations and maintenance portions of the downstream solar market to provide a comprehensive solar energy service to our customers. Our Solar Energy segment also manufactures polysilicon, silicon wafers and solar modules principally to support our downstream solar business. While there continued to be external solar wafer sales during the nine month period ended September 30, 2012, these sales were significantly diminished from prior year sales levels and, going forward, solar wafer sales to external parties are expected to continue to decline to or remain at lower levels given our strategic shift to primarily supplying wafers for internal consumption by our SunEdison subsidiary. Additionally, our Solar Energy segment will sell solar modules to third parties in the event the opportunity aligns with our internal needs.

The Chief Operating Decision Maker ("CODM") is our Chief Executive Officer. The CODM evaluates segment performance based on segment operating profit plus interest expense. In order to determine segment operating profit, standard costs are used as the basis for raw material costs allocated between segments and any related variances are allocated based on usage of those raw materials. General corporate marketing and administration costs, substantially all of our stock-based compensation expense, legal professional services and related costs, and other items are not evaluated by segment and are included in Corporate and Other below. Because certain sites include operations, facilities and/or back office functions that are utilized to support our Semiconductor Materials and Solar Energy businesses, we do not have discrete financial information for total assets. Accordingly, the CODM does not consider total assets when analyzing segment performance. The CODM also evaluates the business on several other key operating metrics, including free cash flow.

	Three Months Ended September 30,						Nine Months Ended September 30,
In millions	2012			2011			2012			2011
Net sales:
Semiconductor Materials	$	240.3		$	268.4		$	689.0		$	795.2
Solar Energy	361.3			247.8			1,240.2			1,202.5
Consolidated net sales	$	601.6		$	516.2		$	1,929.2		$	1,997.7
Operating income (loss):
Semiconductor Materials	$	8.7		$	18.5		$	(8.1	)	$	30.3
Solar Energy	75.8			(94.9		)	70.4			18.7
Corporate and Other	(25.6		)	(27.4		)	(72.9		)	(101.3		)
Consolidated operating income (loss)	$	58.9		$	(103.8	)	$	(10.6	)	$	(52.3	)
Interest expense (income):
Semiconductor Materials	$	(0.3	)	$	(0.5	)	$	(0.8	)	$	(1.2	)
Solar Energy	14.7			8.3			60.7			21.6
Corporate and Other	13.6			12.9			40.4			30.5
Consolidated interest expense	$	28.0		$	20.7		$	100.3		$	50.9
Depreciation and amortization:
Semiconductor Materials	$	30.6		$	31.2		$	92.6		$	92.8
Solar Energy	26.5			25.9			70.5			68.9
Corporate and Other	2.0			—			5.3			—
Consolidated depreciation and amortization	$	59.1		$	57.1		$	168.4		$	161.7
Capital expenditures:
Semiconductor Materials	$	14.6		$	36.0		$	55.6		$	120.7
Solar Energy (1)	44.9			288.1			231.3			735.9
Corporate and Other	—			1.7			6.6			4.0
Consolidated capital expenditures	$	59.5		$	325.8		$	293.5		$	860.6

__________________________

(1) Includes construction of solar energy systems of $35.5 million and $243.5 million in the three month periods ended September 30, 2012 and September 30, 2011, respectively, and construction of solar energy systems of $193.2 million and $470.2 million in the nine month periods ended September 30, 2012 and September 30, 2011, respectively.

Semiconductor Materials

During the nine month period ended September 30, 2012, we recorded income of $4.0 million for an insurance claim to recover a portion of our losses related to the disruption in production at our semiconductor wafer production facility in Utsunomiya, Japan as a result of the Japan earthquake in March 2011. The full amount was recorded during the three month period ended March 31, 2012.

Due to the earthquake in Japan on March 11, 2011, our semiconductor wafer production in Japan was suspended from that time through April 12, 2011. Due to the unplanned downtime and damages to the plant, we recorded $15.8 million as period charges to cost of goods sold in the nine months ended September 30, 2011, for the under absorption of costs, inventory adjustments and asset impairment charges. We had no similar adjustments during the nine month period ended September 30, 2012.

Solar Energy

On September 25, 2012, we entered into a termination agreement with Conergy, terminating our solar wafer supply agreement, dated October 25, 2007 and recognized $37.1 million of revenue related to that termination in the three month period ended September 30, 2012. See Note 14 above.

During the three and nine month periods ended September 30, 2011, there was $19.4 million and $168.8 million, respectively, of revenue, recognized in the Solar Energy segment in connection with the resolution of our long-term solar wafer supply agreement with a customer.

We incurred tangible asset impairment charges of $14.2 million and $17.3 million on solar wafering assets during the three and nine month periods ended September 30, 2012, respectively. It was determined that the related assets had no future service potential.

Additionally, the Solar Energy segment charged $15.0 million during the three month period ended September 30, 2011 to cost of goods sold related to the estimated probable shortfall to our purchase obligations associated with take-or-pay agreements we had with suppliers for raw materials. No similar amounts were recorded in this period in 2012.

On September 4, 2012 we settled disputes with Evonik arising from our early termination of two supply agreements. As part of this settlement, we recognized $69.2 million of operating income in the three month period ended September 30, 2012. See Note 15, above.

Corporate and Other

Approximately $13.1 million of net expenses were recorded in Corporate and Other related to legal cases during the three month period ended March 31, 2011. Because the business decision that resulted in this litigation affected multiple segments, these expenses were recorded to Corporate and Other. There were no similar expenses in 2012.

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Investments (Tables)

9 Months Ended

Sep. 30, 2012

Investments [Abstract]

Short-Term and Long-Term Investments

The short-term and long-term investments consist of the following:

	As of		As of
In millions	September 30, 2012		December 31, 2011
Items measured at fair value on a recurring basis	$	14.7	$	16.2
Equity method investments	24.9		25.8
Time deposits	0.3		0.3
Equity investments at cost	8.8		12.5
Total investments	48.7		54.8
Less: short-term investments	0.3		0.3
Long-term investments	$	48.4	$	54.5

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Debt and Capital Lease Obligations (Solar Energy System Debt, Financings and Capital Leaseback Obligations) (Details) (USD $) In Millions, unless otherwise specified			0 Months Ended	3 Months Ended							9 Months Ended		0 Months Ended	9 Months Ended							9 Months Ended				9 Months Ended
	Sep. 30, 2012 Solar Energy [Member]	Dec. 31, 2011 Solar Energy [Member]	Sep. 11, 2012 Construction Financing Revolver [Member] Solar Energy [Member]	Sep. 30, 2012 Construction Financing Revolver [Member] Solar Energy [Member]	Jun. 28, 2012 Construction Financing Revolver [Member] Solar Energy [Member]	Apr. 12, 2012 Construction Financing Revolver [Member] Solar Energy [Member]	Dec. 31, 2011 Construction Financing Revolver [Member] Solar Energy [Member]	Sep. 30, 2011 Construction Financing Revolver [Member] Solar Energy [Member]	Sep. 29, 2011 Construction Financing Revolver [Member] Solar Energy [Member]	Sep. 30, 2012 Finance Obligations Under Sale Leaseback [Member] Solar Energy [Member]	Sep. 30, 2012 SunEdison [Member] Solar Energy [Member]	Dec. 31, 2011 SunEdison [Member] Solar Energy [Member]	Sep. 30, 2011 SunEdison [Member] Construction Financing Revolver [Member]	Sep. 30, 2012 SunEdison [Member] Construction Financing Revolver [Member]	Sep. 30, 2012 SunEdisons Subsidiary One [Member]	Mar. 31, 2012 SunEdisons Subsidiary One [Member]	Sep. 30, 2012 SunEdisons Subsidiary Two [Member]	Sep. 24, 2012 SunEdisons Subsidiary Two [Member]	Sep. 30, 2012 LIBOR [Member] Construction Financing Revolver [Member] Solar Energy [Member]	Sep. 30, 2012 PRIME [Member] SunEdison [Member] Construction Financing Revolver [Member]	Sep. 30, 2012 Construction and Term Debt [Member] Solar Energy [Member]	Dec. 31, 2011 Construction and Term Debt [Member] Solar Energy [Member]	Sep. 30, 2012 Non Recourse Loan [Member] Solar Energy [Member]	Sep. 30, 2012 Other System Financing [Member] Solar Energy [Member]	Sep. 30, 2012 Minimum [Member] SunEdison [Member] Solar Energy [Member]
Debt Instrument [Line Items]
Short-term Debt	$ 54.3
Non Recourse Debt	1,504.6
Line of Credit, Term													3 years
Line of Credit Facility, Maximum Borrowing Capacity			150.0		110.0	154.0		300.0	50.0
Line of Credit Facility, Increase (Decrease) in Borrowing Capacity			40.0
Line of Credit Facility, Percent Of Outstanding Balance Required To Post Under Covenant Terms				15.00%
Debt Instrument, Basis Spread on Variable Rate																			3.50%	2.50%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage														1.10%
Line of Credit Facility, Amount Outstanding				46.7			77.2
Amortization of Financing Costs				3.9
Long-term Debt																					286.3	305.8
Long-term Debt, Percentage Bearing Variable Interest, Amount																					200.2
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum																					3.00%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum																					12.00%
Pledged Assets, Other, Not Separately Reported on Statement of Financial Position										985.0											81.1
Long-term Debt, Current Maturities																					57.0	27.9	25.3
Sales Leaseback Transaction, Capacity																120.0		52.5
Capital Lease Obligations											100.2	107.8
Sale Leaseback Transaction, Amount Due under Financing Arrangement	999.6	837.0													68.0		6.5
Sale Leaseback Transaction Master Lease Agreements Term											25 years														10 years
Sale and Lease Back Available Amount															52.0		46.0
Debt, proceeds collected under sales agreement, current																								17.2
Debt, proceeds collected from sales agreement, noncurrent																								$ 90.3

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Inventories (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2011	Sep. 30, 2012	Dec. 31, 2011
Inventory [Line Items]
Finished goods		$ 47.4	$ 102.5
Earthquake charges	14.9
Solar Wafers [Member]
Inventory [Line Items]
Finished goods			$ 42.8

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operating activities:
Net (loss) income	$ (137.0)	$ (35.1)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	168.4	161.7
Stock-based compensation	22.2	31.7
Goodwill, Impairment Loss	0	56.4
Benefit for deferred taxes	4.3	(103.5)
Deferred revenue	(17.7)	(61.3)
Changes in operating assets and liabilities:
Accounts receivable	50.5	(24.0)
Accounts payable	(205.4)	133.0
Inventories	(79.4)	160.7
Solar energy systems held for sale and development	114.5	205.5
Deferred revenue for solar energy systems	101.5	203.0
Customer deposits	(34.7)	102.5
Accrued liabilities	(37.5)	(12.6)
Other long term liabilities	(140.2)	28.8
Other	78.3	(1.1)
Net cash used in operating activities	(283.4)	161.3
Cash flows from investing activities:
Capital expenditures	(100.3)	(390.4)
Construction of solar energy systems	(193.2)	(470.2)
Purchases of cost and equity method investments	(35.2)	(50.4)
Net proceeds from equity method investments	3.0	83.7
Change in restricted cash	(1.3)	(83.0)
Payments to vendors for refundable deposits on long-term agreements	4.8	(14.5)
Proceeds from Sale of Property, Plant, and Equipment	0	37.1
Cash paid for acquisitions, net of cash acquired	0	(162.6)
Other	(0.1)	(0.6)
Net cash used in investing activities	(322.3)	(1,050.9)
Cash flows from financing activities:
Proceeds from senior notes issuance	0	550.0
Proceeds from second lien term loan	196.0	0
Cash paid for contingent consideration for acquisitions	(58.0)	(50.2)
Proceeds From Solar Energy Systems Financing And Capital Lease Obligations	720.3	694.8
Repayments Of Solar Energy Systems Financing And Capital Lease Obligations	(184.0)	(122.1)
Net repayments of customer deposits related to long-term supply agreements	(23.6)	(57.3)
Principal payments on long-term debt	(1.8)	(1.8)
Common stock issued and repurchased	(0.1)	(2.8)
Proceeds from and (dividends paid) to noncontrolling interests	16.4	(15.2)
Debt financing fees	(35.2)	(34.8)
Net cash provided by financing activities	630.0	960.6
Effect of exchange rate changes on cash and cash equivalents	(0.3)	7.8
Net decrease in cash and cash equivalents	24.0	78.8
Cash and cash equivalents at beginning of period	585.8	707.3
Cash and cash equivalents at end of period	609.8
Supplemental schedule of non-cash financing activity:
Debt transferred to and assumed by buyer upon sale of solar energy systems	346.2	66.1
Capital Lease Obligations Incurred	$ 0	$ 78.9

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Investments

9 Months Ended

Sep. 30, 2012

Investments [Abstract]

Investments

Investments

The short-term and long-term investments consist of the following:

	As of		As of
In millions	September 30, 2012		December 31, 2011
Items measured at fair value on a recurring basis	$	14.7	$	16.2
Equity method investments	24.9		25.8
Time deposits	0.3		0.3
Equity investments at cost	8.8		12.5
Total investments	48.7		54.8
Less: short-term investments	0.3		0.3
Long-term investments	$	48.4	$	54.5

Samsung Fine Chemicals Joint Venture

In February 2011, we entered into a joint venture with Samsung Fine Chemicals Co. Ltd. through our wholly owned subsidiary, MEMC Singapore Pte. Ltd., for the construction and operation of a new facility to produce high purity polysilicon in Ulsan, South Korea (the “SMP JV”). The SMP JV will manufacture and supply polysilicon to MEMC and to international markets through MEMC Singapore. Our ownership interest in the joint venture is 50% and Samsung Fine Chemicals Co. Ltd. owns the other 50%.

In September 2011, we executed a Supply and License Agreement with the SMP JV under which MEMC will license and sell to the joint venture fluid-bed reactor (FBR) technology and related equipment used for producing polysilicon. We will receive proceeds under the Supply and License Agreement based on certain milestones being achieved throughout the construction, installation and testing of the equipment. Proceeds received from the SMP JV under the Supply and License Agreement will be recorded as a reduction in our basis in the SMP JV investment, and to the extent that our basis in the investment is zero, the remaining proceeds received will be recorded as a liability. To the extent the total cash proceeds received exceed the sum of our cost basis in the equipment plus our capital contributions to the SMP JV, and when we have no remaining performance obligations, a gain will be recognized.

During the nine month period ended September 30, 2012, under the Supply and License Agreement we made equity contributions of $35.1 million. In total, we have made $49.0 million in equity contributions to the SMP JV, of which $8.9 million was contributed during the three month period ended September 30, 2012. Since inception of the SMP JV, the deposits received have exceeded our investment, and we recorded this as a reduction in our equity investment balance with the excess of $36.3 million recorded in long-term customer and other deposits. The cash received is recorded as an investing inflow within the condensed consolidated statement of cash flows. As of September 30, 2012, our investment balance in the SMP JV was $0. Our total cash commitments, inclusive of the $49.0 million invested thus far, are expected to be approximately $175.0 million through 2013. We expect our remaining cash commitments to be substantially offset by proceeds received under the Supply and License Agreement.

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Stockholders' Equity (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended
	Jun. 27, 2012	Aug. 17, 2012	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2011	Sep. 30, 2012	Aug. 20, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from Issuance of Redeemable Noncontrolling Interest, Net	$ 11.4
Payments of Stock Issuance Costs	1.0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period		6,900,000				5,626,369
Stock or Unit Option Plan Expense			7.5	6.7	19.8	21.9
Stock Price							$ 2.77
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures			0.2			(1.4)
Granted (in shares)						15,968,143
Performance Grant Hurdle Price 1			$ 7.00
Performance Grant Hurdle Price 2			$ 10.00
Performance Grant Hurdle Price 3			$ 15.00
Temporary Equity, Accretion to Redemption Value						0.9
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value			$ 11.0			$ 11.0
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value					$ 6.16	$ 1.18
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period		2,000,000
Granted (in shares)			9,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Contractual Term			10 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Tranches Award Vested			3
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			1 year
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting, Number of Price Hurdles			3
Share-based Compensation Arrangement by Share-based Payment Award, Vesting Requirements, Achievement of Price Hurdles, Period			30 days
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value			$ 3.09		$ 11.29	$ 3.09
Subsidiaries [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	15.00%

XML

Condensed Consolidating Financial Information (Schedule of Condensed Consolidating Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011	Jun. 30, 2011	Dec. 31, 2010
Assets, Current [Abstract]
Cash and cash equivalents	$ 609.8	$ 585.8	$ 786.1	$ 707.3
Restricted cash	84.2	125.2
Accounts receivable, net	252.0	202.9
Inventories	246.1	321.8
Solar energy systems held for development and sale	246.0	373.0
Prepaid and other current assets	201.2	277.2
Total current assets	1,639.3	1,885.9
Investments	48.4	54.5
Investments in subsidiaries	0	0
Non-solar energy systems, net	1,180.6	1,253.7
Solar energy systems, net	1,264.9	1,139.4
Deferred tax assets, net	30.9	44.8
Restricted cash	46.5	37.5
Other assets	344.1	316.6
Intangible assets, net	138.3	149.2
Total assets	4,693.0	4,881.6
Liabilities, Current [Abstract]
Current portion of long-term debt	3.7	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations, including consolidated variable interest entities of $5.7 and $5.6 in 2012 and 2011, respectively	143.3	144.2
Accounts payable	463.9	694.6
Accrued liabilities	365.8	409.0
Business Acquisition, Contingent Consideration, at Fair Value	31.8
Deferred revenue for solar energy systems	142.0	41.4
Contingent consideration related to acquisitions	31.8	71.6
Customer deposits	57.5	72.4
Intercompany (receivalbe) payable and short trem notes	0	0
Total current liabilities	1,208.0	1,436.9
Long-term debt and capital lease obligations, less current portion	761.8	567.7
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities of $58.9 and $57.0 in 2012 and 2011, respectively	1,404.6	1,211.2
Pension and post-employment liabilities	72.4	69.4
Customer Deposits, Noncurrent	208.2	276.8
Deferred revenue for solar energy systems	147.2	157.4
Non-solar energy system deferred revenue	30.7	51.2
Long-term intercompany note (receivalbe) payable	0	0
Other liabilities	206.6	326.1
Total liabilities	4,039.5	4,096.7
Redeemable noncontrolling interest	11.4	0
Total MEMC stockholders' equity	587.2	737.9
Noncontrolling interests	54.9	47.0
Total stockholders' equity	642.1	784.9
Total liabilities and stockholders' equity	4,693.0	4,881.6
MEMC, Inc. [Member]
Assets, Current [Abstract]
Cash and cash equivalents	224.5	228.9	228.0	15.5
Restricted cash	0	0
Accounts receivable, net	64.5	65.3
Inventories	19.8	33.8
Solar energy systems held for development and sale	0	0
Prepaid and other current assets	3.5	34.6
Total current assets	312.3	362.6
Investments	3.3	3.3
Investments in subsidiaries	325.3	269.8
Non-solar energy systems, net	56.7	72.3
Solar energy systems, net	0	0
Deferred tax assets, net	25.0	36.3
Restricted cash	0	0
Other assets	30.9	24.7
Intangible assets, net	0	0
Total assets	753.5	769.0
Liabilities, Current [Abstract]
Current portion of long-term debt	0	0
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations, including consolidated variable interest entities of $5.7 and $5.6 in 2012 and 2011, respectively	0	0
Accounts payable	14.3	20.0
Accrued liabilities	(16.8)	(9.6)
Business Acquisition, Contingent Consideration, at Fair Value	0
Deferred revenue for solar energy systems	0	0
Contingent consideration related to acquisitions		0
Customer deposits	11.2	30.1
Intercompany (receivalbe) payable and short trem notes	(641.7)	(605.7)
Total current liabilities	(633.0)	(565.2)
Long-term debt and capital lease obligations, less current portion	746.0	550.0
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities of $58.9 and $57.0 in 2012 and 2011, respectively	0	0
Pension and post-employment liabilities	41.8	40.5
Customer Deposits, Noncurrent	85.4	82.0
Deferred revenue for solar energy systems	0	0
Non-solar energy system deferred revenue	0	0
Long-term intercompany note (receivalbe) payable	(127.3)	(127.1)
Other liabilities	53.4	50.9
Total liabilities	166.3	31.1
Redeemable noncontrolling interest	0
Total MEMC stockholders' equity	587.2	737.9
Noncontrolling interests	0	0
Total stockholders' equity	587.2	737.9
Total liabilities and stockholders' equity	753.5	769.0
Guarantor Subsidiaries [Member]
Assets, Current [Abstract]
Cash and cash equivalents	75.7	58.3	61.2	7.2
Restricted cash	0.6	0
Accounts receivable, net	27.4	42.5
Inventories	35.7	68.5
Solar energy systems held for development and sale	2.7	4.1
Prepaid and other current assets	10.4	36.9
Total current assets	152.5	210.3
Investments	20.5	24.4
Investments in subsidiaries	9.5	(51.6)
Non-solar energy systems, net	299.6	315.5
Solar energy systems, net	3.1	1.6
Deferred tax assets, net	(21.4)	(20.4)
Restricted cash	1.7	0.2
Other assets	47.6	45.9
Intangible assets, net	135.5	145.2
Total assets	648.6	671.1
Liabilities, Current [Abstract]
Current portion of long-term debt	0	0
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations, including consolidated variable interest entities of $5.7 and $5.6 in 2012 and 2011, respectively	0.5	0.3
Accounts payable	74.1	82.0
Accrued liabilities	86.2	104.6
Business Acquisition, Contingent Consideration, at Fair Value	31.8
Deferred revenue for solar energy systems	26.4	12.0
Contingent consideration related to acquisitions		71.6
Customer deposits	0.4	0.4
Intercompany (receivalbe) payable and short trem notes	738.6	619.9
Total current liabilities	958.0	890.8
Long-term debt and capital lease obligations, less current portion	0	0
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities of $58.9 and $57.0 in 2012 and 2011, respectively	9.9	2.3
Pension and post-employment liabilities	0	0
Customer Deposits, Noncurrent	0	0
Deferred revenue for solar energy systems	48.1	27.0
Non-solar energy system deferred revenue	0	0
Long-term intercompany note (receivalbe) payable	(20.6)	(16.4)
Other liabilities	13.5	23.4
Total liabilities	1,008.9	927.1
Redeemable noncontrolling interest	0
Total MEMC stockholders' equity	(360.3)	(256.6)
Noncontrolling interests	0	0.6
Total stockholders' equity	(360.3)	(256.0)
Total liabilities and stockholders' equity	648.6	671.1
Non-Guarantor Subsidiaries [Member]
Assets, Current [Abstract]
Cash and cash equivalents	309.6	298.6	496.9	684.6
Restricted cash	83.6	125.2
Accounts receivable, net	160.1	95.1
Inventories	223.8	271.0
Solar energy systems held for development and sale	98.8	373.0
Prepaid and other current assets	194.7	205.7
Total current assets	1,070.6	1,368.6
Investments	24.6	26.8
Investments in subsidiaries	0	0
Non-solar energy systems, net	885.4	916.4
Solar energy systems, net	1,396.6	1,098.9
Deferred tax assets, net	27.3	28.9
Restricted cash	44.8	37.3
Other assets	265.6	246.0
Intangible assets, net	2.8	4.0
Total assets	3,717.7	3,726.9
Liabilities, Current [Abstract]
Current portion of long-term debt	3.7	3.7
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations, including consolidated variable interest entities of $5.7 and $5.6 in 2012 and 2011, respectively	142.8	143.9
Accounts payable	375.5	592.6
Accrued liabilities	296.4	314.0
Business Acquisition, Contingent Consideration, at Fair Value	0
Deferred revenue for solar energy systems	115.6	29.4
Contingent consideration related to acquisitions		0
Customer deposits	45.9	41.9
Intercompany (receivalbe) payable and short trem notes	(96.9)	(14.2)
Total current liabilities	883.0	1,111.3
Long-term debt and capital lease obligations, less current portion	15.8	17.7
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities of $58.9 and $57.0 in 2012 and 2011, respectively	1,394.7	1,208.9
Pension and post-employment liabilities	30.6	28.9
Customer Deposits, Noncurrent	122.8	194.8
Deferred revenue for solar energy systems	99.1	130.4
Non-solar energy system deferred revenue	30.7	51.2
Long-term intercompany note (receivalbe) payable	147.9	143.5
Other liabilities	139.7	251.8
Total liabilities	2,864.3	3,138.5
Redeemable noncontrolling interest	11.4
Total MEMC stockholders' equity	787.1	542.0
Noncontrolling interests	54.9	46.4
Total stockholders' equity	842.0	588.4
Total liabilities and stockholders' equity	3,717.7	3,726.9
Consolidating Adjustments [Member]
Assets, Current [Abstract]
Cash and cash equivalents	0	0	0	0
Restricted cash	0	0
Accounts receivable, net	0	0
Inventories	(33.2)	(51.5)
Solar energy systems held for development and sale	144.5	(4.1)
Prepaid and other current assets	(7.4)	0
Total current assets	103.9	(55.6)
Investments	0	0
Investments in subsidiaries	(334.8)	(218.2)
Non-solar energy systems, net	(61.1)	(50.5)
Solar energy systems, net	(134.8)	38.9
Deferred tax assets, net	0	0
Restricted cash	0	0
Other assets	0	0
Intangible assets, net	0	0
Total assets	(426.8)	(285.4)
Liabilities, Current [Abstract]
Current portion of long-term debt	0	0
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations, including consolidated variable interest entities of $5.7 and $5.6 in 2012 and 2011, respectively	0	0
Accounts payable	0	0
Accrued liabilities	0	0
Business Acquisition, Contingent Consideration, at Fair Value	0
Deferred revenue for solar energy systems	0	0
Contingent consideration related to acquisitions		0
Customer deposits	0	0
Intercompany (receivalbe) payable and short trem notes	0	0
Total current liabilities	0	0
Long-term debt and capital lease obligations, less current portion	0	0
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities of $58.9 and $57.0 in 2012 and 2011, respectively	0	0
Pension and post-employment liabilities	0	0
Customer Deposits, Noncurrent	0	0
Deferred revenue for solar energy systems	0	0
Non-solar energy system deferred revenue	0	0
Long-term intercompany note (receivalbe) payable	0	0
Other liabilities	0	0
Total liabilities	0	0
Redeemable noncontrolling interest	0
Total MEMC stockholders' equity	(426.8)	(285.4)
Noncontrolling interests	0	0
Total stockholders' equity	(426.8)	(285.4)
Total liabilities and stockholders' equity	(426.8)	(285.4)
Solar Energy [Member]
Liabilities, Current [Abstract]
Short-term solar energy system financing, current portion of solar energy system financing and capital lease obligations, including consolidated variable interest entities of $5.7 and $5.6 in 2012 and 2011, respectively	143.3	144.2
Deferred revenue for solar energy systems	142.0	41.4
Long-term solar energy system financing and capital lease obligations, less current portion, including consolidated variable interest entities of $58.9 and $57.0 in 2012 and 2011, respectively	$ 1,404.6	$ 1,211.2

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Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Changes in intangible assets, net of accumulated amortization, for the nine month period ended September 30, 2012 are as follows:

In millions	December 31, 2011		Additions		Amortization or allocation to solar energy systems			Impairments			As of September 30, 2012
Total amortizable intangible assets, net of accumulated amortization of $15.1 and $19.2, respectively	$	25.6	$	—	$	(6.3	)	$	(0.6	)	$	18.7
Total indefinite lived intangible assets	123.6		—		(3.4		)	(0.6		)	119.6
Total intangible assets, net	$	149.2	$	—	$	(9.7	)	$	(1.2	)	$	138.3

XML

Restructuring and Impairment Charges (Narrative) (Details) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended	9 Months Ended	3 Months Ended		9 Months Ended			3 Months Ended	9 Months Ended	0 Months Ended		3 Months Ended	0 Months Ended
	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)	Jun. 30, 2011 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2012 2009 U.S. Plan [Member] USD ($)	Sep. 30, 2011 2009 U.S. Plan [Member] USD ($)	Sep. 30, 2012 2009 U.S. Plan [Member] USD ($)	Sep. 30, 2011 2009 U.S. Plan [Member] USD ($)	Sep. 30, 2012 2011 Global Plan [Member]	Sep. 30, 2012 Solar Wafering Assets [Member] USD ($)	Sep. 30, 2012 Solar Wafering Assets [Member] USD ($)	Sep. 04, 2012 Purchase Obligation Termination [Member] USD ($) claim quarter	Sep. 04, 2012 Purchase Obligation Termination [Member] EUR (€)	Sep. 30, 2012 Purchase Obligation Termination [Member] EUR (€)	Sep. 04, 2012 Purchase Obligation Termination [Member] 2011 Global Plan [Member] USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Number of Positions Eliminated, Percent									20.00%
Loss Contingency, Claims Settled, Number												2	2
Litigation Settlement, Gross													€ 70
Payments for Legal Settlements														10
Litigation Settlement, Payment Installment Period, Number of Quarters												5	5
Increase (Decrease) in Other Noncurrent Assets												(10.2)
Favorable adjustment to accrual															69.2
Tangible Asset Impairment Charges										14.2	17.3
Restructuring and impairment charges	$ (58.3)	$ (0.1)	$ 13.7	$ (53.0)	$ 0.7	$ 0.2	$ 4.0	$ 13.7

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Purchase Obligations

We maintain long-term agreements with multiple suppliers in connection with the purchase of certain raw materials and long-term agreements with multiple subcontractors to manufacture solar wafers for us.

As part of our restructuring activities announced in the fourth quarter of 2011, we provided notice to several of our vendors with whom we had long-term supply contracts that we would no longer be fulfilling our purchase obligations. In connection with the restructuring, we recorded significant restructuring accruals associated with the estimated settlements arising from these actions based on management's best estimates of the ultimate outcome of these contract resolutions at that time.

On September 4, 2012, we executed two settlement agreements with Evonik Industries AG and Evonik Degussa SpA ("Evonik"), one of our suppliers, to settle disputes arising from our early termination of two take-or-pay supply agreements. One of the original supply agreements also included a provision for the construction and operation of a chlorosilanes plant located on our existing Merano, Italy site for our benefit. Pursuant to the settlement reached, we will pay Evonik a total of 70 million euro, of which 10 million euro was paid in the third quarter of 2012. Pursuant to the settlement reached, the balance will be paid in various installments over the next five quarters. We will also expect to obtain title to the chlorosilanes plant in the fourth quarter of 2012. The settlement required our forfeiture of a $10.2 million deposit with Evonik. As a result of this settlement, a favorable adjustment to our 2011 Global Plan accrual was made resulting in $69.2 million of income within restructuring and impairment (reversals) charges on the consolidated statement of operations and comprehensive income (loss). Additionally, our obtaining title to the chlorosilanes plant could have additional favorable consequences on the consolidated statement of operations and comprehensive income (loss) in the fourth quarter of 2012.

Contingent Consideration

As of September 30, 2012, contingent consideration was recorded and is outstanding on four acquisitions which closed in or before 2011. The amount accrued under these arrangements was $35.0 million as of September 30, 2012, representing the estimated fair value of these obligations. Of the $35.0 million accrual, $31.8 million is recorded as a short term liability in contingent consideration related to acquisitions and $3.2 million is recorded in other liabilities as a long-term liability. The aggregate maximum payouts which could occur under these arrangements is $80.1 million. On July 6, 2012, contingent consideration related to the acquisition of Fotowatio Renewable Ventures, Inc. ("FRV") was paid in full in the amount of $66.4 million. Any future revisions to the fair value of the contingent consideration, which could be material, will be recorded to the condensed consolidated statement of comprehensive (loss) income.

Commitments

Indemnifications

We have agreed to indemnify certain 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 September 30, 2012.

We generally warrant the operation of our solar energy systems for a period of time. Certain parts and labor warranties from our vendors can be assigned to our customers. 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 September 30, 2012. We may also indemnify our customers for tax credits associated with the systems we construct and then sell, including sale leasebacks. During the nine month period ended September 30, 2012, we have made additional payments under the terms of the sale agreements to indemnify our customers for approximately $10.0 million for shortfalls in amounts approved by the U.S. Treasury Department related to the Grant in Lieu program tax credits. We believe the potential exposure to such payments could have a significant impact on our cash flows in fourth quarter of 2012, with a maximum exposure of approximately $9.8 million.

In connection with certain contracts to sell solar energy systems directly or as sale-leasebacks, our SunEdison subsidiary has guaranteed the systems' performance for various time periods following the date of interconnection. Also, under separate operations and maintenance services agreements, SunEdison has guaranteed the uptime availability of the systems over the term of the arrangements, which may last up to 20 years. To the extent there are shortfalls in either of the guarantees, SunEdison is required to indemnify the purchaser up to the guaranteed amount through a cash payment. The maximum losses that SunEdison may be subject to for non-performance are contractually limited by the terms of each executed agreement.

Legal Proceedings

We are involved in various legal proceedings, claims, investigations, and other legal matters 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.

S.O.I.TEC Silicon on Insulator Technologies S.A. v. MEMC Electronic Materials, Inc.

On May 19, 2008, Soitec and Commissariat A L'Energie Atomique ("CEA") filed a complaint against MEMC in the U.S. District Court for the District of Delaware (Civil Action No. 08-292) alleging infringement, including willful infringement, by MEMC of three U.S. patents related to silicon-on-insulator technology, and requested damages and an injunction. Soitec and CEA filed an amended complaint on July 21, 2009, adding a fourth, related patent to the lawsuit. MEMC filed a counterclaim against Soitec for infringement of one of MEMC's U.S. patents. The Court bifurcated the case into two phases, a first liability phase, which, to the extent liability is found, will be followed by a second damages phase. In a memorandum opinion dated October 13, 2010, the Court found that all of MEMC's current products and processes do not infringe any valid claim of the four asserted Soitec patents.

The Court held a jury trial from October 25, 2010 to November 2, 2010. After the Court's October 13, 2010 ruling in favor of MEMC, the only remaining claim that Soitec continued to assert at trial was a single patent claim directed against some mono-implant research and development efforts conducted by MEMC approximately five to seven years ago, none of which have occurred since 2006, and none of which are material or relevant to the current operations at MEMC. MEMC continued to assert at trial its counterclaim for infringement of MEMC's patent. On November 2, 2010, the jury found that certain of Soitec's wafers infringed the patent asserted by MEMC at trial. The jury also found that one of the Soitec patent claims was valid. This single patent claim covers MEMC's mono-implant research and development efforts that ended in 2006. On July 13, 2011, the court denied all post trial motions. Soitec subsequently filed an appeal and MEMC filed a cross-appeal. The appeal is now fully briefed in the U.S. Court of Appeals for the Federal Circuit; however, the appeal has been stayed pending en banc review of a jurisdictional question unrelated to the merits of the appeal.  While it is difficult to predict the duration of the stay, it will likely extend for at least six months and could last much longer.  No further developments will occur with the case during the stay. The damages phase of this trial will likely occur after the appeal. We believe that Soitec and CEA's suit against us has no merit, and we are asserting a vigorous defense against these claims, as well as our infringement counterclaim. Although it is not possible to predict the outcome of such matters, we believe that the ultimate outcome of this proceeding will not have a material adverse effect on our financial position, cash flows or results of operations.

Jerry Jones v. MEMC Electronic Materials, Inc., et al.

On December 26, 2008, a putative class action lawsuit was filed in the U.S. District Court for the Eastern District of Missouri by plaintiff, Jerry Jones, purportedly on behalf of all participants in and beneficiaries of MEMC's 401(k) Savings Plan (the "Plan") between September 4, 2007 and December 26, 2008, inclusive. The complaint asserted claims against MEMC and certain of its directors, employees and/or other unnamed fiduciaries of the Plan. The complaint alleges that the defendants breached certain fiduciary duties owed under the Employee Retirement Income Security Act, generally asserting that the defendants failed to make full disclosure to the Plan's participants of the risks of investing in MEMC's stock and that the company's stock should not have been made available as an investment alternative in the Plan. The complaint also alleges that MEMC failed to disclose certain material facts regarding MEMC's operations and performance, which had the effect of artificially inflating MEMC's stock price.

On June 1, 2009, an amended class action complaint was filed by Mr. Jones and another purported participant of the Plan, Manuel Acosta, which raises substantially the same claims and is based on substantially the same allegations as the original complaint. However, the amended complaint changes the period of time covered by the action, purporting to be brought on behalf of beneficiaries of and/or participants in the Plan from June 13, 2008 through the present, inclusive. The amended complaint seeks unspecified monetary damages, including losses the participants and beneficiaries of the Plan allegedly experienced due to their investment through the Plan in MEMC's stock, equitable relief and an award of attorney's fees. No class has been certified and discovery has not begun. The company and the named directors and employees filed a motion to dismiss the complaint, which was fully briefed by the parties as of October 9, 2009. The parties each subsequently filed notices of supplemental authority and corresponding responses. On March 17, 2010, the court denied the motion to dismiss. The MEMC defendants filed a motion for reconsideration or, in the alternative, certification for interlocutory appeal, which was fully briefed by the parties as of June 16, 2010. The parties each subsequently filed notices of supplemental authority and corresponding responses. On October 18, 2010, the court granted the MEMC defendants' motion for reconsideration, vacated its order denying the MEMC defendants' motion to dismiss, and stated that it will revisit the issues raised in the motion to dismiss after the parties supplement their arguments relating thereto. Both parties filed briefs supplementing their arguments on November 1, 2010. On June 28, 2011, plaintiff Jerry Jones filed a notice of voluntary withdrawal from the action. On June 29, 2011, the Court entered an order withdrawing Jones as one of the plaintiffs in this action. The parties each have continued to file additional notices of supplemental authority and responses thereto. On September 27, 2012, the MEMC defendants moved for oral argument on their pending motion to dismiss; plaintiff Manuel Acosta joined in the MEMC defendants' motion for oral argument on October 9, 2012.  The Court has not ruled on this motion for oral argument. 

MEMC believes the above class action is without merit, and we will assert a vigorous defense. Due to the inherent uncertainties of litigation, we cannot predict the ultimate outcome or resolution of the foregoing class action proceedings or estimate the amounts of, or potential range of, loss with respect to these proceedings. An unfavorable outcome could have a material adverse impact on our business, results of operations and financial condition. We have indemnification agreements with each of our present and former directors and officers, under which we are generally required to indemnify each such director or officer against expenses, including attorney's fees, judgments, fines and settlements, arising from actions such as the lawsuits described above (subject to certain exceptions, as described in the indemnification agreements).

From time to time, we may conclude it is in the best interests of our stockholders, employees, vendors and customers to settle one or more litigation matters, and any such settlement could include substantial payments; however, other than as may be noted above, we have not reached this conclusion with respect to any particular matter at this time. There are a variety of factors that influence our decision to settle any particular individual matter, and the amount we may choose to pay or accept as payment to settle such matters, including the strength of our case, developments in the litigation (both expected and unexpected), the behavior of other interested parties, including non-parties to the matter, the demand on management time and the possible distraction of our employees associated with the case and/or the possibility that we may be subject to an injunction or other equitable remedy. It is difficult to predict whether a settlement is possible, the amount of an appropriate settlement or when is the opportune time to settle a matter in light of the numerous factors that go into the settlement decision.