##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to          .   Commission file
    number 000-31687
  EVERGREEN SOLAR, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

04-3242254(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)138 Bartlett Street
    Marlboro, Massachusetts

01752(Address of principal executive
    offices)

(Zip Code)   (508) 357-2221
 (Registrants Telephone Number, Including Area Code)
 (Former Name, Former Address And Former Fiscal Year, If
    Changed Since Last Report)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock, Par Value $.01 Per Share
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-(2)
 o þ o
  Rule 12b-2 o þ




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TABLE OF CONTENTS  DOCUMENTS INCORPORATED BY REFERENCEITEM 1.   BUSINESS.ITEM 1A.  RISK FACTORS.ITEM 1B.   UNRESOLVED STAFF COMMENTS.ITEM 2.   PROPERTIES.ITEM 3.   LEGAL PROCEEDINGS.ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.PART IIITEM 5.   MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6.   SELECTED FINANCIAL DATA:ITEM 7.   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND  FINANCIAL DISCLOSUREITEM 9A.   CONTROLS AND PROCEDURES.ITEM 9B.   OTHER INFORMATION.PART IIIITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.ITEM 11.   EXECUTIVE COMPENSATION.ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.PART IVITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2004 AND 2005CONSOLIDATED STATEMENTS OF OPERATIONSCONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITYCONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSIGNATURESEX-10.17 MASTER JOINT VENTURE AGREEMENTEX-10.18 LICENSE AND TECHNOLOGY TRANSFER AGREEMENTEX-10.19 TECHNOLOGY CO-OPERATION AGREEMENTEX-10.20 SUPPLY AGREEMENT, DATED NOVEMBER 24, 2005EX-10.21 SUPPLY AGREEMENT, DATED NOVEMBER 24, 2005EX-12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1 SECTION 302 CERTIFICATION OF THE C.E.O.EX-31.2 SECTION 302 CERTIFICATION OF THE C.F.O.EX-32.1 SECTION 906 CERTIFICATION OF THE C.E.O.EX-32.2 SECTION 906 CERTIFICATION OF THE C.F.O.    Table of Contents  
  DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.
  Forward-Looking
    Statements
  This Annual Report on
    Form 10-K,
    including Managements Discussion and Analysis of
    Financial Condition and Results of Operations in
    Item 7, contains forward-looking statements that involve
    risks, uncertainties and assumptions. If the risks or
    uncertainties ever materialize or the assumptions prove
    incorrect, the results of the Company may differ materially from
    those expressed or implied by such forward-looking statements
    and assumptions. All statements other than statements of
    historical fact are statements that could be deemed
    forward-looking statements, including but not limited to
    statements regarding the Companys future growth, revenue,
    earnings and gross margins improvement; future warranty
    expenses; benefits and expenses resulting from EverQ;
    contributions by our strategic partners Q-Cells AG and Renewable
    Energy Corporation to EverQ and the successful integration of
    our proprietary technologies; our future equity ownership
    position in EverQ; receipt of public grant awards; capital
    requirements to respond to competitive pressures and acquire
    complementary businesses and necessary technologies; pursuit of
    future research contracts that are not part of our current
    ongoing research activities; costs associated with research and
    development, building or improving manufacturing facilities,
    general and administrative expenses, business growth and our
    status as a public company; shifts in our geographic product
    revenue mix; international expansion of strategic partnerships,
    manufacturing operations and distribution networks; operating
    efficiency of manufacturing facilities including increases in
    manufacturing scale and technological improvements; the
    occurrence of and the use of proceeds from sales of our
    securities; the sufficiency of our cash, cash equivalents,
    marketable securities and borrowings available under our
    revolving credit facility to satisfy our anticipated cash
    requirements; sufficiency of our insurance levels for product
    liability claims; payment of cash dividends; use of derivative
    financial instruments to manage foreign currency exchange risks;
    the potential impact of our critical accounting policies and
    changes in financial accounting standards or practices; the
    Companys plans for the EverQ facility; the Companys
    goal of transitioning to thin wafer production and the expected
    timing and results of such transition; the expected timing of
    the EverQ facility becoming fully operational; the expected
    demand for solar energy; expectations regarding product
    performance and cost and technological competitiveness;
    expectations regarding future silicon supply from Renewable
    Energy Corporation and the Companys ability to enter into
    additional contracts to secure its silicon supply; the
    anticipated benefits of the Companys String Ribbon
    technology; the making of strategic investments and the
    expectation of future benefit from them; the development of the
    quad technology platform and its potential effects on crystal
    growth; the Companys position in the solar power market;
    and the Companys ability to reduce the costs of producing
    solar products and are made pursuant to the safe harbor
    provisions of the Private Securities Litigation Reform Act of
    1995. These statements may be identified with such words as
    we expect, we believe, we
    anticipate or similar indications of future expectations.
    These statements are neither promises nor guarantees and involve
    risks and uncertainties, which could cause our actual results to
    differ materially from such forward-looking statements. Such
    risks and uncertainties may include, among other things,
    macroeconomic and geopolitical trends and events, the execution
    and performance of contracts by customers, suppliers and
    partners, and other risks and uncertainties described herein,
    including but not limited to the items discussed in Risk
    Factors in Item 1A of this report and that are
    otherwise described from time to time in our filings with the
    Securities and Exchange Commission (SEC), copies of
    which may be accessed through the SECs Web Site at
    http://www.sec.gov. We caution readers not to place undue
    reliance on any forward-looking statements contained in this
    Annual Report, which speak only as of the date of this Annual
    Report. We disclaim any obligation to publicly update or revise
    any such statements to reflect any change in our expectations,
    or events, conditions, or circumstances on which any such
    statements may be based, or that may affect the likelihood that
    actual results will differ from those set forth in such
    forward-looking statements.
 2




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ITEM 1.
    BUSINESS.  OVERVIEW
  tm
        Evergreens(In millions)

Total


USD


Contribution


USDPublic grants expected to be
    received


28.0


$
33.1






$
Equity


30.0



35.5



22.5



26.6Shareholder loan


8.0



9.5



8.0



9.5Bank loan


8.0



9.5







Total


74.0


$
87.6



30.5


$
36.1   Q-Cells
 3




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cost-of-capital
  FINANCING
    TRANSACTIONS
      Redemption Period

Price (%)Beginning on July 1, 2010 and
    ending on June 30, 2011


101.250Beginning on July 1, 2011 and
    ending on June 30, 2012


101.625On July 1, 2012


100.000    4




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and/or
  RECENT
    DEVELOPMENTS
          multi-year
 5




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HISTORICAL
    MILESTONES
    October

1994

Evergreen Solar founded with four
    employees in a 2,500 square foot laboratoryOctober

1995

First String Ribbon wafers producedApril

1997

9,400 square foot pilot
    manufacturing facility operationalOctober

1997

First commercial sale of solar
    panels produced using String Ribbon technologyJune

1999

Total sales of solar panels of
    2,500 units and 100 kilowatts achievedMarch

2000

Leased 56,250 square foot
    manufacturing and headquarters facility located in Marlboro,
    MassachusettsAugust

2000

Renovation of our Marlboro
    manufacturing facility and headquarters begunJune

2001

First shipment of solar panels
    from our new Marlboro manufacturing facilityNovember

2001

New distribution relationships in
    the U.S. and EuropeDecember

2001

Shipment of our
    10,000th solar panelJune

2002

Achieved first quarterly
    $1.0 million in product salesDecember

2002

Demonstration of double ribbon
    growth to boost productivityDecember

2002

Solar system installed on White
    HouseDecember

2003

Richard M. Feldt appointed as new
    Chief Executive OfficerJanuary

2004

Shipment of our
    50,000th solar panelJanuary

2004

Demonstrated quad-ribbon growth
    processJune

2004

Close of $18.8 million
    private equity financing, net of $1.2 million in financing
    costsNovember

2004

Shipment of our
    100,000th solar panelDecember

2004

Demonstrated 150 micron thick
    wafer growth capabilityDecember

2004

Achieved positive gross margins
    for the first time in Company historyJanuary

2005

Formed EverQ, a 30-megawatt solar
    wafer, cell and module manufacturing plant partnership with
    Q-Cells AGFebruary

2005

Completed a $62.3 million
    common stock public financingJune

2005

Completed a $90.0 million
    convertible subordinated note financingSeptember

2005

Shipment of our
    200,000th solar panelNovember

2005

Signed $70 million sales
    agreement with PowerLight CorporationNovember

2005

Announced addition of REC, a
    leading silicon supplier, to EverQFebruary

2006

Signed $100 million sales
    agreement with S.A.G. Solarstrom AGFebruary

2006

Signed $88 million sales
    agreement with Global Resource Options, Inc.March

2006

Signed $125 million sales
    agreement with Donauer Solartechnik   INDUSTRY
    BACKGROUND
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
    Environmental regulations.  Environmental
    regulations addressing global climate change and air quality
    seek to limit emissions by existing fossil fuel-fired generation
    plants and new generating facilities. Countries that are parties
    to international treaties such as the Kyoto Protocol have
    voluntarily submitted to reducing emissions of greenhouse gases.
    National and regional air pollution regulations also restrict
    the release of carbon dioxide and other gases by power
    generation facilities.
    Infrastructure reliability.  Investment in
    electricity transmission and distribution infrastructure has not
    kept pace with increased demand, resulting in major service
    disruptions in the United States, such as the Northeast blackout
    in August 2003. Increasing the aging infrastructure to meet
    capacity constraints will be capital intensive, time consuming
    and may be restricted by environmental concerns.
    Fossil fuel supply constraints and cost
    pressures.  The supply of fossil fuels is finite.
    While an adequate supply of coal, natural gas and oil exists for
    the foreseeable future, depletion of the fossil fuels over this
    century may impact prices and infrastructure requirements. For
    example, the U.S. domestic supply of liquefied natural gas,
    or LNG, is not expected to meet consumption requirements by
    2025, requiring significant investment in LNG shipping terminal
    infrastructure to support imported fuel. Political instability,
    labor unrest, war and the threat of terrorism in oil producing
    regions has disrupted oil production, increased the volatility
    of fuel prices and raised concerns over foreign dependency in
    consumer nations.    Distributed
    Generation and Renewable Energy
  point-of-use
   7




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##### Table of Contents



Solar
    Power
    
    On-grid.  On-grid applications provide
    supplemental electricity to customers that are served by an
    electric utility grid, but choose to generate a portion of their
    electricity needs
    on-site.
    On-grid applications have been the fastest growing part of the
    solar power market. This growth is primarily driven by the
    worldwide trend toward deregulation and privatization of the
    electric power industry, as well as by government initiatives,
    including incentive programs to subsidize and promote solar
    power systems in several countries, including Japan, Germany and
    the United States. On-grid applications include residential and
    commercial rooftops, as well as ground-mounted mini-power plants.
    Off-grid.  Off-grid applications serve markets
    where access to conventional electric power is not economical or
    physically feasible. Solar power products can provide a
    cost-competitive, reliable alternative for such power
    applications as highway call boxes, microwave stations, portable
    highway road signs, remote street or billboard lights, vacation
    homes, rural homes in developed and developing countries, water
    pumps and battery chargers for recreational vehicles and other
    consumer applications.    
    Modularity and scalability.  From tiny solar
    cells powering a hand-held calculator to an array of roof
    modules powering an entire home to acres of modules on a
    commercial building roof or field, solar power products can be
    deployed in many sizes and configurations and can be installed
    almost anywhere in the world. Solar is among the best
    technologies for power generation in urban areas,
    environmentally sensitive areas and geographically remote areas
    in both developing and developed countries.
    Reliability.  With no moving parts and no fuel
    supply required, solar power systems reliably power some of the
    worlds most demanding applications, from space satellites
    to maritime applications to remote microwave stations. Solar
    modules typically carry warranties as long as 25 years.
    Dual use.  Solar modules are expected to
    increasingly serve as both a power generator and the skin of the
    building. Like architectural glass, solar modules can be
    installed on the roofs or facades of residential and commercial
    buildings.
    Environmentally cleaner.  Solar power systems
    consume no fuel and produce no air, water or noise emissions.  11-year
   8




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Solar
    Power Challenges
    
    Efficient material use.  Reduce raw materials
    waste, particularly the waste associated with sawing silicon by
    conventional crystalline silicon technology. Efficient use of
    silicon is imperative for the growth of the industry due to the
    limited supply and increasing cost of silicon raw material
    expected for the near future.
    Simplified and continuous processing.  Reduce
    reliance on expensive, multi-step manufacturing processes.
    Reduced manufacturing capital costs.  Decrease
    the costs and risks associated with new plant investments as a
    result of lower capital costs per unit of production.
    Improved product design and
    performance.  Increase product conversion
    efficiency, longevity and ease of use. Conversion efficiency
    refers to the fraction of the suns energy converted to
    electricity.    
    Crystalline Silicon.  Crystalline silicon
    technology was the earliest practiced solar wafer fabrication
    technology and continues to be the dominant technology for the
    market, accounting for approximately 94% of solar market sales
    in 2004, according to Solarbuzz a leading solar industry trade
    journal. Conventional crystalline silicon technology involves
    sawing thin wafers from solid crystalline silicon blocks.
    Crystalline silicon products are known for their reliability,
    performance and longevity. However, factors such as high
    materials waste from sawing, numerous processing procedures and
    high capital costs have limited the speed at which conventional
    crystalline silicon manufacturers can reduce manufacturing costs.
    Thin Films.  While most major solar power
    manufacturers currently rely on crystalline silicon technology
    for their solar cell production, they, and other new entrants,
    are also developing alternative thin film technologies to
    achieve lower manufacturing costs. Thin film technology involves
    depositing several thin layers of silicon or more complex
    materials on a substrate to make a solar cell. Although thin
    film techniques generally use material more efficiently than
    conventional crystalline silicon, we believe higher capital
    costs, lower manufacturing yields, lower conversion efficiency
    and reduced product performance and reliability have resulted in
    and will continue to result in limited commercial acceptance.
    According to Solarbuzz, the market share of thin films has
    declined from 12% in 1999 to approximately 6% in 2004. There
    will continue to be significant efforts to develop alternate
    solar technologies, such as amorphous silicon, CIS (copper
    indium diselenide), CIGS (copper indium gallium diselenide),
    CdTe (cadmium telluride), CSG (crystalline silicon on glass) and
    polymer and nano technologies. While these technologies have
    generally been slow to come to market, all of these efforts are
    important to broadening the base of products for solar to fit a
    greater number of market needs and niches.  OUR
    TECHNOLOGY SOLUTION
   9




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
    Efficient materials use.  Unlike conventional
    bulk crystalline silicon wafer technology, in which solid blocks
    of silicon are sawed into thin wafers at significant expense and
    silicon waste, our technology grows a continuous, flat ribbon to
    the desired thickness. Since our technology does not involve
    sawing solid blocks, for comparable thickness wafers we
    currently use approximately two-thirds as much silicon as
    conventional crystalline silicon techniques and we believe we
    can further reduce this amount to approximately one-third in the
    future through production of thinner wafers. It is worth noting
    that even if standard wafering techniques are improved to allow
    for sawing thinner wafers, the sawing losses become
    proportionately larger as a percentage, limiting the ability of
    these methods from approaching the silicon usage efficiency of
    the String Ribbon technology. Not only is this an advantage in
    material costs, it allows us to produce more power from the same
    amount of silicon feedstock than other manufacturers using
    crystalline silicon. As long as the supply of silicon remains
    limited and expensive, higher yield from raw silicon is critical
    to the growth of the industry.
    Continuous processing.  Our technology permits
    the continuous growth of crystalline silicon ribbon, which can
    lead to high automation, efficient equipment use and improved
    productivity.
    Energy and environmental benefits.  String
    Ribbon uses less energy and substantially reduces the use of
    hazardous materials, particularly acids and cutting oils,
    relative to bulk crystalline technology.  Our
    Business Strategy
    
    Maintain our technology leadership through continuous
    innovation.  We believe that our String Ribbon
    technology provides critical competitive advantages. While our
    license to the underlying patents directed to the String Ribbon
    technology has expired, we own other patents directed to various
    aspects of the String Ribbon technology as well as significant
    trade secrets, and we will continue to invest in research and
    development to extend our technology leadership while vigorously
    protecting our intellectual property. Our Marlboro,
    Massachusetts facility has approximately 6,000 square feet
    dedicated to research and development and contains equipment to
    support the development, fabrication and evaluation of new solar
    power products and technologies. We have demonstrated our
    ability to produce 150-200 micron ribbons, which consume
    one-third to one-half less silicon than our current thickness
    ribbons of approximately 300 microns and which began to enter
    commercial production in early 2006. We are developing a fourth
    generation technology termed quad ribbon, which allows us to
    grow four silicon ribbons simultaneously from a single furnace
    and may potentially double the output of each furnace. We have
    also made recent advances and expect to continue to improve the
    conversion efficiency of our solar cells. Together these
    developments could dramatically reduce product and capital costs
    and increase efficiency of raw material usage. We intend to
    continually invest in improving our proprietary technologies and
    their commercial applications with the goal of reducing
    manufacturing costs without impairing product performance or
    reliability.
    Lower our manufacturing costs and increase our
    capacity.  We have focused on manufacturing
    process improvements to increase output capacity and lower cost.
    In 2004, we transitioned all single ribbon 10




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furnaces to double ribbon technology. In 2006, we intend to
    introduce thin ribbon to commercial production and advance the
    development of quad ribbon furnaces and higher conversion
    efficiency. We believe that these capabilities when integrated
    into the full production line will further lower manufacturing
    costs and enable the String Ribbon technology to have among the
    most efficient silicon utilization rates for production of
    crystalline photovoltaic products. Having validated the cost and
    product performance of our technology, we are rapidly scaling
    String Ribbon technology through a manufacturing expansion in
    Germany that will approximately triple String Ribbon capacity in
    2006.  
    Accelerate our cost reduction and capacity expansion through
    strategic partnerships.  We intend to quicken the
    expansion pace, secure critical supply chain and leverage our
    technology and manufacturing capabilities through strategic
    partnerships with other participants in the solar power
    industry. Beyond the core String Ribbon technology, we have
    generated significant experience and know-how in the handling of
    thin and fragile wafers and cells. This expertise is important
    in solar manufacturing and is therefore potentially attractive
    to strategic partners as other manufacturers attempt to move to
    thinner wafers. On January 14, 2005 we announced the
    creation of a strategic partnership with Q-Cells of Germany, the
    worlds largest independent manufacturer of solar cells.
    This strategic partnership, called EverQ, is currently building
    a 30 megawatt integrated wafer-cell-module manufacturing plant
    in Germany. On November 28, 2005 we announced the addition
    of Renewable Energy Corporation (REC) of Norway, one of the
    worlds largest manufacturer of solar-grade silicon and
    multicrystalline wafers, to EverQ. Q-Cells and REC add size,
    operations expertise, local European presence, secure silicon
    supply, global market reach and financial depth to the String
    Ribbon expansion.
    Expand our market reach through strategic
    partnerships.  We intend to increase our
    addressable markets, boost sales and solidify our brand through
    strategic partnerships with best practice distribution partners
    worldwide. Like most manufacturers in the solar power business,
    we sell our modules through distributors and system integrators,
    which integrate our modules with other structural and electrical
    components and sell complete systems to end-users. To date, we
    have worked with a small number of these value-added resellers
    on a
    year-by-year
    purchase order basis. On November 4, 2005, we announced a
    four-year, $70 million sales agreement with PowerLight
    Corporation, a leader in developing innovative solar electric
    technologies and large-scale, grid-connected projects for
    customers worldwide. On February 21, 2006, the Company
    announced that it has had entered into a four-year supply
    contract with S.A.G. Solarstrom AG (S.A.G.), based in Freiburg,
    Germany to ship approximately $100 million of photovoltaic
    modules to S.A.G. over the next four years. On February 21,
    2006, the we announced that we had entered into a multi-year
    supply contract with Global Resource Options, Inc. (GRO), a
    Vermont-based solar power distributor and system integrator to
    ship approximately $88 million of photovoltaic modules to
    GRO over the next four years. On March 15, 2006, the
    Company announced that it has entered into a
    multi-year
    supply contract with Donauer Solartechnik (Donauer), a
    German-based
    solar power distributor. The agreement calls for us to ship
    approximately $125 million of photovoltaic modules to
    Donauer over the next four years. We expect to develop
    additional market partnerships to support aggressive sales
    growth.
    Diversify and differentiate our product
    lines.  In addition to core wafer and cell
    technology, our technology related to module manufacturing
    processes and components allows us to differentiate future
    products to meet market demands. We have patented methods for
    producing modules which do not require aluminum frames as is
    common practice. Such modules would be thinner and lighter than
    current standard module designs, thereby lending themselves to
    uses in ways not common today.  OUR
    PRODUCTS
  built-up
  
    Wafers.  A crystalline silicon wafer is a flat
    piece of crystalline silicon that can be processed into a solar
    cell. Our rectangular wafers currently measure 80 millimeters by
    150 millimeters and are approximately 300 microns thick, with
    150-200 micron thick wafers expected to be introduced in 2006. 11




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
    Cells.  A solar cell is a device made from a
    wafer that converts sunlight into electricity by means of a
    process known as the photovoltaic effect. Our solar cells
    produce approximately 1.5 watts of power each.
    Modules.  A solar module is an assembly of
    solar cells that have been electrically interconnected and
    laminated in a physically durable and weather-tight package. A
    typical solar module can produce from 20 to 300 watts of power
    and range in size from 2 to 25 square feet. A single
    100-watt solar module can power a standard 100-watt light bulb,
    or approximately 3% of the power requirements of a typical home
    in the United States. Our current solar modules range up to
    120 watts in power, and a 180 watt module is scheduled for 2006
    release.
    Systems.  A solar system is an assembly of one
    or more solar modules that have been physically mounted and
    electrically interconnected, often with batteries or power
    electronics, to produce electricity. Typical residential on-grid
    systems produce 2,000 to 6,000 watts of power.    Sales,
    Marketing and Distribution
      Form 10-K. Form 10-K.
 12




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MANUFACTURING
        RESEARCH
    AND DEVELOPMENT
       13




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Intellectual
    Property
  Patents
    
    Crystalline Silicon Wafers.  Dr. Emanuel
    Sachs, a tenured Professor of Mechanical Engineering at the
    Massachusetts Institute of Technology, developed our core String
    Ribbon technology. Dr. Sachs has been awarded three United
    States patents for the String Ribbon technology. An additional
    patent for a related technology, invented by two employees of
    the United States National Renewable Energy Laboratory, formerly
    the Solar Energy Research Institute, was assigned to
    Dr. Sachs in 1984. In September 1994, Dr. Sachs
    granted us an irrevocable, worldwide, royalty-bearing license to
    practice the String Ribbon technology and related patents under
    a license and consulting agreement. The patents underlying this
    agreement expired during 2003 and 2004 and the agreement is now
    terminated. Dr. Sachs currently consults with Evergreen
    Solar on new technological developments and expected to continue
    through early Spring 2006. We have been awarded five United
    States patents and have eight United States patent applications
    pending as well as two granted European patent applications that
    have each been validated with enforceable rights in ten foreign
    jurisdictions and 19 foreign patent applications pending on our
    own, internally developed inventions related to String Ribbon
    and wafer fabrication, including methods for automated,
    high-yield production techniques.
    Solar Cell Fabrication.  We have been awarded
    five United States patents, one Indian patent and one granted
    European patent application that has been validated with
    enforceable rights in ten foreign jurisdictions relating to our
    solar cell processing technology as well as two foreign patent
    applications pending. The United States patents relate to
    methods for forming wrap-around contacts on solar cells and
    methods for processing solar cells.
    Solar Modules.  We have been awarded eight
    United States patents, three Indian patents, and one granted
    European patent application that has been validated with
    enforceable rights in ten foreign jurisdictions, and we have one
    United States patent application and 13 foreign patent
    applications pending relating to advanced solar module designs.
    The United States patents relate to solar cell modules with an
    improved backskin, solar cell modules with an interface mounting
    system, an encapsulant material for solar cell modules, and a
    solar cell roof tile system.  Trademarks
    and Copyrights
   14




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Trade
    Secrets and Other Confidential Information
    COMPETITION
       15




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ENVIRONMENTAL
    REGULATIONS
      DIRECTORS
    AND EXECUTIVE OFFICERS
  Directors
  Michael El-Hillow
  Allan H. Cohen
  Philip J. Deutch
 16




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Richard M. Feldt
  Edward C. Grady
  Dr. Gerald L. Wilson
  Timothy Woodward
  Non-Director
    Executive Officers
  Dr. Terry Bailey
 17




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Richard G. Chleboski
  Donald M. Muir end-to-end
  Gary T. Pollard
  Dr. Brown F. Williams
  EMPLOYEES
   18




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AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K,
 
  ITEM 1A.  RISK
    FACTORS.
  Certain
    Factors Which May Affect Future Results
  Investors should carefully consider the risks described below
    before deciding whether to invest in our common stock. The risks
    described below are not the only ones we face. Additional risks
    not presently known to us or that we currently believe are
    immaterial may also impair our business operations and financial
    results. If any of the following risks actually occurs, our
    business, financial condition or results of operations could be
    adversely affected. In such case, the trading price of our
    common stock could decline and you could lose all or part of
    your investment. Our filings with the Securities and Exchange
    Commission also contain forward-looking statements that involve
    risks and uncertainties. Our actual results could differ
    materially from those anticipated in these forward-looking
    statements as a result of certain factors, including the risks
    we face described below.
  Risks
    Relating to Our Industry, Products, Financial Results and
    Operations
  Evaluating
    our business and future prospects may be difficult due to the
    rapidly changing market landscape.
      We
    have a history of losses, expect to incur substantial further
    losses and may not achieve or maintain profitability in the
    future, which may decrease the market value of our
    stock.
    
    expand our manufacturing operations, whether domestically or
    internationally, including the EverQ manufacturing facility in
    Germany;
    develop our distribution network;
    continue to research and develop our products and manufacturing
    technologies; 19




---



##### Table of Contents




    implement internal systems and infrastructure in conjunction
    with our growth; and
    hire additional personnel.    We may
    need to raise significant additional capital in order to fund
    our operations and to continue to grow our business, which
    subjects us to the risk that we may be unable to maintain or
    grow our business as planned and that our stockholders may be
    subject to substantial additional dilution.
      Our
    ability to expand our manufacturing capacity and therefore to
    increase revenue and achieve profitability depends to a large
    extent upon the success of EverQ. EverQ is subject to numerous
    risks, many of which are outside of our control, and we cannot
    assure you that EverQ will achieve its objective or otherwise be
    successful. If EverQ is not successful, our business would be
    materially and adversely harmed and our stock price would
    decline.
  tm
   20




---



##### Table of Contents



Evergreens(In millions)

Total


USD


Contribution


USDPublic grants expected to be
    received


28.0


$
33.1






$
Equity


30.0



35.5



22.5



26.6Shareholder loan


8.0



9.5



8.0



9.5Bank loan


8.0



9.5







Total


74.0


$
87.6



30.5


$
36.1   Q-Cells
  cost-of-capital
    
    EverQ will be highly dependent on Q-Cellss expertise in
    the rapid development of solar product manufacturing facilities
    in Germany; therefore, if for any reason, Q-Cells does not
    devote the personnel necessary to assist us in the development
    of our facility, EverQ may experience delays and cost-overruns
    or may be unsuccessful in the establishment of the operation;
    EverQ contemplates that each of the Company, Q-Cells and REC
    will contribute certain technologies to EverQ in order to
    establish novel manufacturing processes based on a combination
    of our respective technologies; as such, the success of EverQ
    depends on our ability to integrate our respective technologies
    and manufacturing processes in order to produce competitive
    solar products in the world 21




---



##### Table of Contents



marketplace; such integration is unproven and if we are unable
    to integrate our technologies and manufacturing processes, the
    prospects for EverQ would be limited;  
    government grants that have been approved may be subject to
    forfeiture or repayment in whole or in part if EverQ fails to
    continue to meet the conditions for such grants or if such
    grants for any reason become unavailable from German or European
    Union sources;
    the establishment of the facility may result in cost overruns,
    delays, equipment problems and construction,
    start-up and
    other operating difficulties, any of which could adversely
    affect the ability of EverQ to achieve or grow revenue on the
    timeframe we expect;
    although initially minority shareholders in EverQ, Q-Cells and
    REC will have the ability to influence the strategic direction
    of EverQ and other material decisions of EverQ; as a result, we
    may be unable to take certain actions that we believe would be
    in our best interests, which, given the expected materiality of
    EverQ to our combined operations, could significantly harm our
    business; further, we may be liable to third parties for the
    material decisions and actions of Q-Cells and REC in EverQ,
    which actions may harm EverQ and our business;
    the establishment of EverQ will require significant management
    attention and will place significant strain on our ability to
    manage effectively both our operations in Marlboro and the
    operations of EverQ in Germany;
    EverQ may subject us to multiple, conflicting and changing laws,
    regulations and tax schemes;
    EverQ may be unable to obtain, maintain or enforce adequate
    intellectual property rights and protection due to limited or
    unfavorable intellectual property protection and may be subject
    to claims or suits alleging infringement of third party
    intellectual property rights;
    under certain circumstances, if we exit EverQ, EverQ will
    continue to have certain rights to our proprietary technologies
    that we are licensing to it and thereby compete with us;
    two years after the termination of the master joint venture
    agreement, Q-Cells and REC may engage in ribbon
    technology-related activities in competition with us;
    limitations on dividends or restrictions against repatriation of
    earnings may limit our ability to capitalize on earnings from
    EverQ;
    the operation of the manufacturing facility may experience
    seasonal reductions in productivity common in certain foreign
    countries, such as the summer months in Europe;
    EverQ may be subject to increases in tariffs, duties, price
    controls or other restrictions on foreign currencies or trade
    barriers imposed by foreign countries;
    EverQ may be unable to successfully hire and retain the
    additional personnel necessary to operate the facility, which is
    expected to require approximately 400 employees for the initial
    capacity expansion;
    we will be exposed to fluctuations in currency exchange
    rates; and
    we may experience difficulties in staffing and managing
    international operations, including the difficulty in managing a
    geographically dispersed workforce in compliance with diverse
    local laws and customs.    period-to-period
 22




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##### Table of Contents



Our
    future success substantially depends on our ability to
    significantly increase our manufacturing capacity through the
    development of additional manufacturing facilities. We may be
    unable to achieve our capacity expansion goals as a result of a
    number of risks, which would limit our growth potential, impair
    our operating results and financial condition and cause our
    stock price to decline.
    
    we may need to continue to raise significant additional capital
    through the issuance of equity or convertible or debt securities
    in order to finance the costs of development of any additional
    facility, which we may be unable to do on reasonable terms or at
    all, and which could be dilutive to our existing stockholders;
    the build-out of any additional facility will be subject to the
    risks inherent in the development of a new manufacturing
    facility, including risks of delays and cost overruns as a
    result of a number of factors, many of which may be out of our
    control, such as delays in government approvals or problems with
    supplier relationships;
    our manufacturing processes, particularly those that incorporate
    improvements to our String Ribbon technology, are unproven at
    large scale and may prove difficult to implement in any new
    facility;
    we may be required to depend on third parties or strategic
    partnerships that we establish in the development and operation
    of a facility, which may subject us to risks that such third
    parties do not fulfill their obligations to us under our
    arrangements with them;
    the establishment of any new facility will require significant
    management attention, and our management team, which has limited
    experience in the development of such facilities, may be unable
    to execute the expansion plan effectively; and
    if a new facility is established internationally, we may
    encounter legal restrictions and liability, encounter commercial
    restrictions and incur taxes and other expenses to do so and
    otherwise be subject to the risks inherent in conducting
    business in a foreign jurisdiction as described elsewhere in
    this section.    Because
    we depend on single and sole source suppliers for a number of
    specialized materials, including silicon, necessary to
    manufacture our solar power products, we are susceptible to
    supplier and industry-wide supply shortages and price
    volatility, which could adversely affect our ability to meet
    existing and future customer demand for our products and cause
    us to make fewer shipments, generate lower than anticipated
    revenues and manufacture our products at higher than expected
    costs.
   23




---



##### Table of Contents



Our
    dependence on a limited number of third party suppliers for raw
    materials, key components for our solar power products and
    custom-built equipment for our operations could prevent us from
    delivering our products to our customers within required
    timeframes, which could result in order cancellations and loss
    of market share.
   24




---



##### Table of Contents







We may
    fail to successfully bring to market our new solar power
    products under development, which may prevent us from achieving
    increased sales and market share.








Our
    solar power products may not gain market acceptance, which would
    prevent us from achieving increased sales and market
    share.








| |   |                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our failure to produce solar power products that compete
    favorably against other solar power products on the basis of
    cost, quality and performance;                                                                                    
|
| |  | our failure to produce solar power products that compete
    favorably against conventional energy sources and alternative
    distributed generation technologies, such as wind and biomass,
    on the basis of cost, quality and performance;
|
| |  | whether or not customers will accept our new module designs
    under development and the techniques we are developing to mount
    them; and                                                                                                   
|
| |  | our failure to develop and maintain successful relationships
    with distributors, systems integrators and other resellers, as
    well as strategic partners.                                                                                 







Technological
    changes in the solar power industry could render our solar power
    products uncompetitive or obsolete, which could reduce our
    market share and cause our sales to decline.






25



---



##### Table of Contents



Our
    ability to increase market share and sales depends on our
    ability to successfully maintain our existing distribution
    relationships and expand our distribution
    channels.








We
    face risks associated with the marketing, distribution and sale
    of our solar power products internationally, and if we are
    unable to effectively manage these risks, it could impair our
    ability to expand our business abroad.








| |   |                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | difficult and expensive compliance with the commercial and legal
    requirements of international markets, with which we have only
    limited experience;                                                                                   
|
| |  | inability to obtain, maintain or enforce intellectual property
    rights;                                                                                                                                                                    
|
| |  | encountering trade barriers such as export requirements,
    tariffs, taxes and other restrictions and expenses, which could
    affect the competitive pricing of our solar power products and
    reduce our market share in some countries;
|
| |  | fluctuations in currency exchange rates relative to the United
    States dollar;                                                                                                                                                             
|
| |  | difficulty in recruiting and retaining individuals skilled in
    international business operations;                                                                                                                                          
|
| |  | increased costs associated with maintaining international
    marketing efforts;                                                                                                                                                              
|
| |  | difficulty of enforcing revenue collection
    internationally; and                                                                                                                                                                           
|
| |  | inability to develop, manufacture, market and sell our products
    and services in German and other international markets due to,
    for example, third-party intellectual property rights.                                                 









26



---



##### Table of Contents







Our
    dependence on a small number of resellers may cause significant
    fluctuations or declines in our product revenues.








| |   |                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------
| |  | reduction, delay or cancellation of orders from one or more of
    our significant resellers;                           
|
| |  | selection by one or more of our significant resellers of
    products competitive with ours;                            
|
| |  | loss of one or more of our significant resellers and our failure
    to recruit additional or replacement resellers; and
|
| |  | failure of any of our significant resellers to make timely
    payment of our invoices.                                 



Problems
    with product quality or product performance may cause us to
    incur warranty expenses and may damage our market reputation and
    prevent us from achieving increased sales and market share,
    particularly as we introduce new technologies such as Thin
    Ribbon and larger modules.




25-year




Our
    success in the future may depend on our ability to establish and
    maintain strategic alliances, and any failure on our part to
    establish and maintain such relationships would adversely affect
    our market penetration and revenue growth.










27



---



##### Table of Contents







The
    success of our business depends on the continuing contributions
    of our key personnel and our ability to attract and retain new
    qualified employees in a competitive labor market.












We may
    be affected by skilled labor shortages and labor
    disputes.








Extended
    business interruption at our manufacturing facilities could
    result in reduced sales.








Because
    our business relies upon a variety of computer systems to
    operate effectively, the failure or disruption of, or latent
    defects in these systems could have a material adverse effect on
    our business.




e-mail,


28



---



##### Table of Contents



If we
    fail to maintain an effective system of internal controls over
    financial reporting, we may not be able to accurately report our
    financial results or prevent fraud. As a result, this could have
    a material adverse effect on our business.




Form 10-K




Our
    management team may not be able to successfully implement our
    business strategies.








The
    reduction or elimination of government subsidies and economic
    incentives for on-grid applications could cause our revenues to
    decline.






29



---



##### Table of Contents







If
    solar power technology is not suitable for widespread adoption
    or sufficient demand for solar power products does not develop
    or takes longer to develop than we anticipate, our sales would
    not significantly increase and we would be unable to achieve or
    sustain profitability.








| |   |                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------
| |  | cost-effectiveness of solar power technologies as compared with
    conventional and non-solar alternative energy technologies;           
|
| |  | performance and reliability of solar power products as compared
    with conventional and non-solar alternative energy products;          
|
| |  | success of alternative distributed generation technologies such
    as fuel cells, wind power and micro turbines;                         
|
| |  | fluctuations in economic and market conditions that impact the
    viability of conventional and non-solar alternative energy
    sources,
|
| |  | such as increases or decreases in the prices of oil and other
    fossil fuels;                                                           
|
| |  | capital expenditures by customers that tend to decrease when the
    United States or global economy slows;                               
|
| |  | continued deregulation of the electric power industry and
    broader energy industry; and                                                
|
| |  | availability of government subsidies and incentives.                                                                                      



We
    face intense competition from other companies producing solar
    power and other energy generation products. If we fail to
    compete effectively, we may be unable to increase our market
    share and sales.






30



---



##### Table of Contents



If we
    are unable to protect our intellectual property adequately, we
    could lose our competitive advantage in the solar power
    market.








| |   |                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we cannot be certain that our pending United States and foreign
    patent applications will result in issued patents or that the
    claims allowed are or will be sufficiently broad to protect our
    technology or processes;                                                                                                                                                      
|
| |  | given the costs of obtaining patent protection, we may choose
    not to protect certain innovations that later turn out to be
    important;                                                                                                                                                                                                                                           
|
| |  | our license, but not our right, to practice the String Ribbon
    technology terminated upon the expiration of the underlying
    patents, which occurred during 2003 and 2004, and our historical
    operating experience with String Ribbon technology and our
    related patented and proprietary manufacturing processes may not
    adequately protect our competitive advantage;
|
| |  | third parties may design around our patented technologies or
    seek to challenge or invalidate our intellectual property rights
    and there is no assurance that our intellectual property rights
    will deter infringement or misappropriation of our intellectual
    property;                                                                                                 
|
| |  | we may incur significant costs and diversion of management
    resources in prosecuting or defending intellectual property
    infringement suits;                                                                                                                                                                                                                                      
|
| |  | we may not be successful in prosecuting or defending
    intellectual property infringement suits and, as a result, may
    need to seek to obtain a license of the third partys
    intellectual property rights, which may not be available to us,
    whether on reasonable terms or at all;                                                                                        
|
| |  | the contractual provisions we rely on to protect our trade
    secrets and proprietary information, such as our confidentiality
    and non-disclosure agreements with our employees, consultants
    and other third parties, may be breached and our trade secrets
    and proprietary information may be disclosed to competitors,
    strategic partners and the public;            







If we
    are subject to litigation and infringement claims, they could be
    costly and disrupt our business.






31



---



##### Table of Contents







| |   |                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------
| |  | assert claims of infringement or misappropriation of or
    otherwise enforce our intellectual property rights;
|
| |  | protect our trade secrets or know-how; or                                                                      
|
| |  | determine the enforceability, scope and validity of our
    intellectual property rights or those of others.   











We may
    be unable to adequately protect or enforce our proprietary
    information, which may result in its unauthorized use or reduced
    sales or otherwise reduce our ability to compete.
















| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | independently develop substantially equivalent proprietary
    information, products and techniques;
|
| |  | otherwise gain access to our proprietary information; or                                            
|
| |  | design around our patents or other intellectual property.                                           





32



---



##### Table of Contents



If the
    effective term of our patents is decreased due to changes in
    patent laws or if we need to refile some of our patent
    applications, the value of our patent portfolio and the revenues
    we derive from it may be decreased.




20-year




International
    intellectual property protection is particularly uncertain and
    costly, and we have not obtained or sought patent or trademark
    protection in many foreign countries where our solar power
    products and services may be developed, manufactured, marketed
    or sold.








Existing
    regulations and changes to such regulations may present
    technical, regulatory and economic barriers to the purchase and
    use of solar power products, which may significantly reduce
    demand for our products.




back-up


33



---



##### Table of Contents



Our
    reliance on government contracts to partially fund our research
    and development programs could slow our ability to commercialize
    our solar power technologies and would increase our research and
    development expenses.












Compliance
    with environmental regulations can be expensive, and
    noncompliance with these regulations may result in adverse
    publicity and potentially significant monetary damages and
    fines.








Product
    liability claims against us could result in adverse publicity
    and potentially significant monetary damages.






34



---



##### Table of Contents







Risks
    Related to Our Common Stock




Substantial
    leverage and debt service obligations may adversely affect our
    cash flows.








| |   |                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | make it difficult for us to make payments on the notes;                                                                                                                                                                                  
|
| |  | make it difficult for us to obtain financing for working
    capital, acquisitions or other purposes on favorable terms, if
    at all, including financing to fund the development or expansion
    of EverQs manufacturing operations;
|
| |  | make us more vulnerable to industry downturns and competitive
    pressures; and                                                                                                                                                         
|
| |  | limit our flexibility in planning for, or reacting to changes
    in, our business.                                                                                                                                                      







The
    price of our common stock has been volatile.




52-week




| |   |                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the size and timing of customer orders for or shipments of our
    products;                                                                                                                                           
|
| |  | the rate and cost at which we are able to expand our
    manufacturing capacity to meet product demand, including the
    rate and cost at which we are able to implement advances in our
    String-Ribbon technology;
|
| |  | our ability to establish and expand key customer and distributor
    relationships;                                                                                                                                    
|
| |  | our ability and the terms upon which we are able to raise
    capital sufficient to finance the expansion of our manufacturing
    capacity and our sales and marketing efforts;                                       
|
| |  | our ability to establish a manufacturing facility in Germany as
    contemplated by our joint venture with
    Q-Cells and
    REC at the costs and on the time frame that we expect;                                  
|
| |  | the extent to which Q-Cells and REC increase their ownership in
    EverQ in the future and thereby reduces our share of profits and
    losses of EverQ in future periods;                                            

35



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the extent to which any change in the capital structure of EverQ
    in the future causes us to be unable to consolidate EverQs
    financial results;                                                                                          
|
| |  | our ability to establish strategic relationships with third
    parties to accelerate our growth plans;                                                                                                                                          
|
| |  | the amount and timing of expenses associated with our research
    and development programs and our ability to develop enhancements
    to our manufacturing processes and our products;                                                         
|
| |  | delays associated with the supply of specialized materials
    necessary for the manufacture of our solar power products;                                                                                                                        
|
| |  | our ability to execute our cost reduction programs;                                                                                                                                                                                              
|
| |  | one time charges resulting from replacing existing equipment or
    technology with new or improved equipment or technology as part
    of our strategy to expand our manufacturing capacity and to
    decrease our per unit manufacturing cost;
|
| |  | developments in the competitive environment, including the
    introduction of new products or technological advancements by
    our competitors; and                                                                                            
|
| |  | the timing of adding the personnel necessary to execute our
    growth plan.                                                                                                                                                                     







quarter-to-quarter




Because
    we do not intend to pay dividends, stockholders will benefit
    from an investment in our common stock only if it appreciates in
    value.








We are
    subject to anti-takeover provisions in our charter and by-laws
    and under Delaware law that could delay or prevent an
    acquisition of our company, even if the acquisition would be
    beneficial to our stockholders.






36



---



##### Table of Contents







We can
    issue shares of preferred stock that may adversely affect the
    rights of a stockholder of our common stock.




time-to-time




| |   |                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |  | adversely affect the voting power of the stockholders of our
    common stock;                                                    
|
| |  | make it more difficult for a third party to gain control of us;                                                                   
|
| |  | discourage bids for our common stock at a premium;                                                                                
|
| |  | limit or eliminate any payments that the stockholders of our
    common stock could expect to receive upon our
    liquidation; or
|
| |  | otherwise adversely affect the market price of our common stock.                                                                  










|         |                               
|-------- | ------------------------------
|ITEM 1B. | UNRESOLVED
    STAFF COMMENTS.










|        |            
|------- | -----------
|ITEM 2. | PROPERTIES.














|        |                       
|------- | ----------------------
|ITEM 3. | LEGAL
    PROCEEDINGS.










|        |                                                         
|------- | --------------------------------------------------------
|ITEM 4. | SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.





37



---



##### Table of Contents








PART II







|        |                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET
    FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market
    for Our Common Stock








|                                 |  |      |       |  |     |   |      | 
|-------------------------------- |  | ---- | ----- |  | --- | - | ---- | 
|                                 |  | High |       |  | Low |  
|                                
|Year ended December 31,
    2004 |  |      |       |  |     |   |      | 
|First Quarter                    |  | $    | 2.80  |  |     | $ | 1.65 | 
|Second Quarter                   |  | $    | 5.15  |  |     | $ | 2.25 | 
|Third Quarter                    |  | $    | 3.29  |  |     | $ | 1.92 | 
|Fourth Quarter                   |  | $    | 4.70  |  |     | $ | 2.82 | 
|Year ended December 31,
    2005 |  |      |       |  |     |   |      | 
|First Quarter                    |  | $    | 8.05  |  |     | $ | 4.00 | 
|Second Quarter                   |  | $    | 8.23  |  |     | $ | 4.68 | 
|Third Quarter                    |  | $    | 9.54  |  |     | $ | 5.73 | 
|Fourth Quarter                   |  | $    | 12.84 |  |     | $ | 7.74 | 









Holders








Dividends








Form 10-K Form 10-K.


38



---



##### Table of Contents



Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Equity
    Compensation Plan Information
  Number ofSecuritiesNumber of





Remaining AvailableSecurities to be





for Future IssuanceIssued Upon


Weighted-Average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding


Outstanding


(ExcludingOptions, Warrants


Options, Warrants


SecuritiesPlan Category

and Rights


and Rights


Reflected in Column (a))(a)


(b)


(c)Equity compensation plans approved
    by security holders


11,150,000


$
3.15



5,092,471Equity compensation plans not
    approved by security holders


0



0



0   Recent
    Sales of Unregistered Securities
    Redemption Period

Price(%)Beginning on July 1, 2010 and
    ending on June 30, 2011


101.250Beginning on July 1, 2011 and
    ending on June 30, 2012


101.625On July 1, 2012


100.000      39




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA:  Form 10-K.
  Year Ended
    December 31,2001


2002


2003


2004


2005(In thousands, except for per
    share data)STATEMENT OF OPERATIONS
    DATA:Revenues:Product revenues

$
1,546


$
5,296


$
7,746


$
22,240


$
43,627Research revenues


932



1,448



1,565



1,296



405Total revenues


2,478



6,744



9,311



23,536



44,032Operating Expenses:Cost of product revenues


9,649



12,405



15,379



29,717



39,954Research and development expenses,
    including cost of research revenues


3,063



3,692



3,791



4,931



11,461Selling, general and
    administrative expenses


4,088



4,520



5,337



7,797



12,274Total operating expenses


16,800



20,617



24,507



42,445



63,689Operating loss


(14,322
)


(13,873
)


(15,196
)


(18,909
)


(19,657
)Other income (loss), net


1,845



674



222



(454
)


1,146Loss from operations before
    minority interest


(12,477
)


(13,199
)


(14,974
)


(19,363
)


(18,511
)Minority interest in EverQ


















1,195Net loss


(12,477
)


(13,199
)


(14,974
)


(19,363
)


(17,316
)Accretion, dividends and
    conversion premiums on Series A convertible preferred stock










(13,498
)


(2,904
)


Net loss attributable to common
    stockholders

$
(12,477
)

$
(13,199
)

$
(28,472
)

$
(22,267
)

$
(17,316
)Net loss per share attributable to
    common stockholders (basic and diluted)

$
(1.10
)

$
(1.16
)

$
(2.39
)

$
(0.67
)

$
(0.29
)Weighted average shares used in
    computing basic and diluted net loss per share attributable to
    common stockholders


11,304



11,405



11,899



33,204



59,631   December 31,2001


2002


2003


2004


2005(In thousands)BALANCE SHEET DATA:Cash, cash equivalents and
    marketable securities

$
26,263


$
8,483


$
20,340


$
11,942


$
116,207Working capital


26,591



12,544



22,039



14,281



124,404Total assets


44,861



31,963



45,976



49,721



228,959Subordinated convertible notes


















90,000Convertible preferred stock










27,032







Total stockholders equity


43,055



29,913



16,944



41,520



87,450  40




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  EXECUTIVE
    OVERVIEW
           41




---



##### Table of Contents



Evergreens(In millions)

Total


USD


Contribution


USDPublic grants expected to be
    received


28.0


$
33.1






$
Equity


30.0



35.5



22.5



26.6Shareholder loan


8.0



9.5



8.0



9.5Bank loan


8.0



9.5







Total


74.0


$
87.6



30.5


$
36.1   Q-Cells
  cost-of-capital
  Financing
    Transactions
     42




---



##### Table of Contents



Redemption Period

Price (%)Beginning on July 1, 2010 and
    ending on June 30, 2011


101.250Beginning on July 1, 2011 and
    ending on June 30, 2012


101.625On July 1, 2012


100.000         EverQ
    Long-term Debt
    and/or
 43




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
    Revenue
    Recognition and Allowance for Doubtful Accounts
          Sales
    Discount Allowance
    Inventory
   44




---



##### Table of Contents



Warranty
  25-year
  Long-lived
    Assets
    Income
    Taxes
    Results
    of Operations
  Description
    of Our Revenues, Costs and Expenses
  Product revenues.
 45




---



##### Table of Contents



% of Total Revenue

2004


2005By geography:U.S. distributors


25
%


28
%U.S. Government (research
    revenue)


6
%


1
%Germany


69
%


63
%All other






8
%100
%


100
%By customer:Krannich Solartechnik


44
%


20
%Donauer Solartechnik


19
%


19
%National Renewable Energy
    Laboratory (research revenue)


5
%


1
%All other


32
%


60
%100
%


100
%   Research revenues.
  Cost of product revenues.
  Research and development expenses, including cost of research
    revenues.
  Selling, general and administrative
    expenses.
 46




---



##### Table of Contents



Other income (loss).
  Minority interest.
  Accretion, dividends and conversion premiums on Series A
    convertible preferred stock.
  Net loss attributable to common
    stockholders.
  COMPARISON
    OF YEARS ENDED DECEMBER 31, 2005 AND 2004
  Revenues.
  Cost of product revenues.
   47




---



##### Table of Contents



Research and development expenses, including cost of research
    revenues.
  Selling, general and administrative
    expenses.
  Other income (loss).
    Net loss attributable to common
    stockholders. scale-up
  COMPARISON
    OF YEARS ENDED DECEMBER 31, 2004 AND 2003
  Revenues.
 48




---



##### Table of Contents



Cost of product revenues. scale-up
  Research and development expenses, including cost of research
    revenues.
  Selling, general and administrative
    expenses.
  Other income (loss), net. mark-to-market
  Accretion, dividends and conversion premiums on Series A
    convertible preferred stock.
 49




---



##### Table of Contents



Beneficial conversion feature

$
10,314,000Proceeds allocated to the fair
    value of common stock warrant


525,000Financing costs


849,000Total preferred stock accretion
    and dividends

$
11,688,000   EITF 00-27, No. 98-5
          Net loss attributable to common
    stockholders. scale-up
  LIQUIDITY
    AND CAPITAL RESOURCES
   50




---



##### Table of Contents



51




---



##### Table of Contents



Redemption Period

Price (%)Beginning on July 1, 2010 and
    ending on June 30, 2011


101.250Beginning on July 1, 2011 and
    ending on June 30, 2012


101.625On July 1, 2012


100.000         EverQ
    Long-term Debt
   52




---



##### Table of Contents



Evergreen
    Solar Loan to EverQ
    and/or
  Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Total


Less ThanYears


1 Year


1-3 Years


4-5 Years


After 5 YearsNon-cancelable operating lease

$
4,329


$
783


$
2,614


$
761


$
171Maturity of Convertible Debt


90,000















90,000EverQ debt obligations


7,684



4,131



3,553







Capital expenditure obligations


28,700



28,700











Raw materials purchase commitments


75,250



10,750



32,250



21,500



10,750Total contractual cash
    obligations

$
205,963



44,364



38,417



22,261



100,921   INCOME
    TAXES
   53




---



##### Table of Contents



RECENT
    ACCOUNTING PRONOUNCEMENTS
    and/or
     54




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  INTEREST
    RATE RISK
      FOREIGN
    CURRENCY EXCHANGE RATE RISK
     
  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  page F-1 Form 10-K.
 
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   55




---



##### Table of Contents



ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation
    of Disclosure Controls and Procedures
    Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.    Internal
    Control  Integrated Framework
    Remediation
    of Previously Disclosed Material Weakness
   56




---



##### Table of Contents



Changes
    in Internal Controls Over Financial Reporting
  Rules 13a-15(d)
 
  ITEM 9B.
    OTHER
    INFORMATION.   
  PART III
   
  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT.   
  ITEM 11.
    EXECUTIVE
    COMPENSATION.   
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.   
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS.   
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   57




---



##### Table of Contents



PART IV
 
  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.  Form 10-K:
  page F-1 Form 10-K.
        page F-1 Form 10-K.
      ExhibitNumber

Description1
.1(1)

Underwriting Agreement dated as of
    February 3, 2005, by and among the Company, SG
    Cowen  & Co., LLC and First Albany Capital Inc.3
.1(2)

Third Amended and Restated
    Certificate of Incorporation. (Exhibit 3.2)3
.2(2)

Second Amended and Restated
    By-laws. (Exhibit 3.5)3
.3(3)

Certificate of Amendment of Third
    Amended and Restated Certificate of Incorporation filed with the
    Secretary of State of the State of Delaware on May 15,
    2003. (Exhibit 4.3)3
.4(3)

Certificate of the Powers,
    Designations, Preferences and Rights of the Series A
    Convertible Preferred Stock of the Company. (Exhibit 4.4)3
.5(4)

Certificate of Amendment of Third
    Amended and Restated Certificate of Incorporation filed with the
    Secretary of State of the State of Delaware on August 20,
    2004. (Exhibit 4.5)4
.1(9)

Indenture, dated as of
    June 29, 2005, between Registrant and U.S. Bank N.A., as
    Trustee (Exhibit 4.4)4
.1(9)

Form of 4.375% Convertible
    Subordinated Notes due 2012. (Exhibit 4.4)10
.1(2)*

1994 Stock Option Plan.
    (Exhibit 10.1)10
.2(2)*

2000 Stock Option and Incentive
    Plan. (Exhibit 10.2)10
.3(10)*

Amended and Restated 2000 Stock
    Option and Incentive Plan. (Exhibit 99.1)10
.4(10)*

Amended and Restated 2000 Employee
    Stock Purchase Plan. (Exhibit 99.2)10
.5(2)

Lease Agreement between Registrant
    and W9/TIB Real Estate Limited Partnership dated as of
    January 31, 2000, as amended. (Exhibit 10.5)10
.6(2)

Agreement between Registrant and
    Emanuel M. Sachs dated as of September 30, 1994, as
    amended. (Exhibit 10.7)10
.7(2)

Series D Preferred Stock
    Purchase Agreement dated as of December 28, 1999.
    (Exhibit 10.8)10
.8(2)

Form of Indemnification Agreement
    between Registrant and each of its directors and executive
    officers. (Exhibit 10.9)10
.9(6)

Stock and Warrant Purchase
    Agreement dated as of March 21, 2003. (Exhibit 10.1)10
.10(6)

Form of Registration Rights
    Agreement. (Exhibit 10.3)10
.11(7)

Voting Agreement dated as of
    March 21, 2003. (Exhibit 10.2)10
.12(8)

Stock and Warrant Purchase
    Agreement dated June 16, 2004. (Exhibit 10.1)10
.13(8)

Warrant Agreement dated
    June 21, 2004. (Exhibit 10.2)10
.14(8)

Form of Warrants.
    (Exhibit 10.3) 58




---



##### Table of Contents



ExhibitNumber

Description10
.15(8)

Registration Rights Agreement
    dated June 21, 2004. (Exhibit 10.4)10
.16(8)

Conversion, Consent, Voting and
    Lock-Up Agreement dated June 21, 2004. (Exhibit 10.5)10
.17

Master Joint Venture Agreement
    entered into as of November 4, 2005 by and among Evergreen
    Solar, Inc., Q-Cells AG, Renewable Energy Corporation and EverQ
    GmbH.10
.18

License and Technology Transfer
    Agreement by and between Evergreen Solar, Inc. and EverQ GmbH,
    dated November 24, 2005.10
.19

Technology Co-Operation Agreement
    by and between Renewable Energy Corporation and Evergreen Solar,
    Inc. dated November 24, 2005.10
.20

Supply Agreement, dated November
    24, 2005, by and between Solar Grade Silicon LLC and Evergreen
    Solar, Inc.10
.21

Supply Agreement, dated November
    24, 2005, by and between Solar Grade Silicon LLC and EverQ GmbH.10
.22(7)*

Evergreen Solar, Inc. Management
    Incentive Policy. (Exhibit 10.20)10
.23(11)

Purchase Agreement, dated
    June 23, 2005 between the Registrant and SG
    Cowen & Co., LLC, as representatives of the Initial
    Purchasers. (Exhibit 10.24)10
.24(9)

Registration Rights Agreement,
    dated June 29, 2005, between the Registrant and SG
    Cowen  & Co., LLC, as representative of the
    Initial Purchasers. (Exhibit 10.21)12
.1

Computation of Ratio of Earnings
    to Fixed Charges.23
.1

Consent of PricewaterhouseCoopers
    LLP, an Independent Registered Public Accounting Firm.24
.1

Power of Attorney. (See signature
    page)31
.1

CEO Certification pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

CFO Certification pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

CEO Certification pursuant to
    Rule 13a-14(b)
    and
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

CFO Certification pursuant to
    Rule 13a-14(b)
    and
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     
    
    Confidential treatment granted as to certain portions.
    
    Confidential treatment requested as to certain portions.*
    
    Indicates a management contract or compensatory plan, contract
    or arrangement.  (1)
    
    Incorporated herein by reference to the exhibits to the
    Companys Current Report on
    Form 8-K
    dated February 3, 2005 (File
    No. 000-31687).
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form 8-K.(2)
    
    Incorporated herein by reference to the exhibits to the
    Companys Registration Statement on
    Form S-1,
    as amended (file
    No. 333-43140).
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form S-1.(3)
    
    Incorporated herein by reference to the exhibits to the
    Companys Registration Statement on
    Form S-8
    dated June 9, 2003, as amended (file
    No. 333-105963).
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form S-8.(4)
    
    Incorporated herein by reference to the exhibits to the
    Companys Registration Statement on
    Form S-3
    filed on October 21, 2004 (file No.
    333-119864).
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form S-3.(5)
    
    Incorporated herein by reference to the exhibits to the
    Companys Current Report on
    Form 8-K
    dated March 24, 2003 (File
    No. 000-31687).
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form 8-K. 59




---



##### Table of Contents



(6)
    
    Incorporated herein by reference to the exhibits to the
    Companys Current Quarterly Report on
    Form 10-Q
    for the period ended April 2, 2005 filed on May 2,
    2005. The number given in parenthesis indicates the
    corresponding exhibit number in such
    Form 10-Q.(7)
    
    Incorporated herein by reference to the exhibits to the
    Companys Current Report on
    Form 8-K
    dated June 22, 2004 (File
    No. 000-31687).
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form 8-K.(8)
    
    Incorporated herein by reference to the exhibits to the
    Companys Current Report on
    Form 8-K
    dated January 14, 2005 (File
    No. 000-31687).
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form 8-K.(9)
    
    Incorporated herein by reference to the exhibits to the
    Companys Current Report on
    Form 8-K
    dated June 29, 2005 (File
    No. 000-31687).
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form 8-K.(10)
    
    Incorporated herein by reference to the exhibits to the
    Companys Current Report on
    Form 8-K
    dated July 15, 2005 (File
    No. 000-31687).
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form 8-K.(11)
    
    Incorporated herein by reference to the exhibits to the
    Companys Current Quarterly Report on
    Form 10-Q
    for the period ending July 2, 2005 filed on August 11,
    2005. The number given in parenthesis indicates the
    corresponding exhibit number in such
    Form 10-Q.  Form 10-K 60611-2511. 1-800-SEC-0330.
   60




---



##### Table of Contents



LIST OF
    FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
  Report of Independent Registered
    Public Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2004 and 2005


F-4Consolidated Statements of
    Operations for the years ended December 31, 2003, 2004 and
    2005


F-5Consolidated Statements of
    Stockholders Equity for the years ended December 31,
    2003, 2004 and 2005


F-6Consolidated Statements of Cash
    Flows for the years ended December 31, 2003, 2004 and 2005


F-7Notes to Financial Statements


F-8Schedule I  Condensed
    Financial Information of the Registrant


F-29  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
       Consolidated
    financial statements and financial statement schedule
    Internal
    control over financial reporting
  Internal
    Control  Integrated Framework Internal
    Control  Integrated Framework
   F-2




---



##### Table of Contents



F-3




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
 
 CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2004 AND
    2005
  December 31,


December 31,2004


2005(In thousands, except share
    data)ASSETSCurrent assets:Cash and cash equivalents

$
5,379


$
30,742Marketable securities


6,563



85,465Accounts receivable, net of
    allowance for doubtful accounts and sales discounts of $84 and
    $65 at December 31, 2004 and December 31, 2005,
    respectively


6,166



4,124Grants Receivable






16,295Inventory


2,906



3,634Interest receivable


57



541Other current assets


1,411



4,052Total current assets


22,482



144,853Restricted cash


414



1,582Deferred financing costs






2,877Deposits on fixed assets






8,217Fixed assets, net


26,825



71,430Total assets

$
49,721


$
228,959LIABILITIES, CONVERTIBLE
    PREFERRED STOCK AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
3,074


$
12,210Short term borrowings


1,500



Current portion of long-term debt






4,131Accrued employee compensation


1,187



1,778Accrued warranty


705



705Other accrued expenses


1,295



1,625Deferred revenue


440



Total current liabilities


8,201



20,449Subordinated convertible notes






90,000Deferred grants






16,284Other long-term debt






3,553Total liabilities


8,201



130,286Convertible preferred stock:Series A, $0.01 par value,
    26,227,668 shares authorized, no shares issued and outstanding
    at December 31, 2004 and 2005, respectively






Minority interest in EverQ






11,223Stockholders equity:Common stock, $0.01 par
    value, 100,000,000 shares authorized, 47,541,823 and
    61,965,231 issued and outstanding at December 31, 2004 and
    December 31, 2005, respectively


475



620Additional paid-in capital


116,764



182,345Deferred compensation






(1,036
)Accumulated deficit


(75,693
)


(93,009
)Accumulated other comprehensive
    loss


(26
)


(1,470
)Total stockholders equity


41,520



87,450Total liabilities, convertible
    preferred stock and stockholders equity

$
49,721


$
228,959    F-4




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  
 CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Years Ended
    December 31,2003


2004


2005(In thousands, except per share
    data)Revenues:Product revenues

$
7,746


$
22,240


$
43,627Research revenues


1,565



1,296



405Total revenues


9,311



23,536



44,032Operating expenses:Cost of product revenues


15,379



29,717



39,954Research and development expenses,
    including costs of research revenues


3,791



4,931



11,461Selling, general and
    administrative expenses


5,337



7,797



12,274Total operating expenses


24,507



42,445



63,689Operating loss


(15,196
)


(18,909
)


(19,657
)Other income (loss), net:Foreign exchange gains (losses),
    net






(618
)


5Gain on sale of EverQ interest to
    REC










527Interest income


222



238



3,140Interest expense






(74
)


(2,526
)Other income (loss), net


222



(454
)


1,146Loss from operations before
    minority interest


(14,974
)


(19,363
)


(18,511
)Minority interest in EverQ










1,195Net loss


(14,974
)


(19,363
)


(17,316
)Accretion, dividends and
    conversion premiums on Series A convertible preferred stock


(13,498
)


(2,904
)


Net loss attributable to common
    stockholders

$
(28,472
)

$
(22,267
)

$
(17,316
)Net loss per share attributable to
    common stockholders (basic and diluted)

$
(2.39
)

$
(0.67
)

$
(0.29
)Weighted average shares used in
    computing basic and diluted net loss per share attributable to
    common stockholders


11,899



33,204



59,631    F-5




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedAdditional








Other


TotalCommon Stock


Paid-In


Deferred


Accumulated


Comprehensive


Stockholders


ComprehensiveShares


Amount


Capital


Compensation


Deficit


Income (Loss)


Equity


Loss(In thousands)Balance at January 1,
    2003


11,411


$
114


$
71,508


$
(360
)

$
(41,356
)

$
7


$
29,913Issuance of common stock pursuant
    to exercise of options


5







8















8Shares of common stock issued under
    ESPP


3







2















2Conversion of Series A
    convertible preferred stock to common stock


3,707



37



4,116















4,153Compensation expense associated
    with stock options, net










80



271











351Accretion of Series A
    convertible preferred stock










(11,688
)














(11,688
)Beneficial conversion feature of
    Series A convertible preferred stock










10,314















10,314Dividend on Series A
    convertible preferred stock










(1,810
)














(1,810
)Issuance of warrants in connection
    with Series A convertible preferred stock










625















625Reversal of overaccrued IPO
    financing costs










84















84Comprehensive loss:Net loss


















(14,974
)






(14,974
)

$
(14,974
)Unrealized losses on marketable
    securities






















(34
)


(34
)


(34
)Comprehensive loss






























(15,008
)Balance at December 31,
    2003


15,126


$
151


$
73,239


$
(89
)

$
(56,330
)

$
(27
)

$
16,944Issuance of common stock pursuant
    to exercise of options


18







22















22Shares of common stock issued under
    ESPP


2







11















11Conversion of Series A
    convertible preferred stock to common stock


24,733



247



27,457















27,704Compensation expense associated
    with stock options, net










58



89











147Issuance of common stock in
    connection with private equity financing, net of offering costs


7,663



77



18,694















18,771Dividend on Series A
    convertible preferred stock










(2,904
)














(2,904
)Issuance of common stock warrant to
    Silicon Valley Bank










187















187Comprehensive loss:Net loss


















(19,363
)






(19,363
)

$
(19,363
)Unrealized gains on marketable
    securities






















1



1



1Comprehensive loss





























$
(19,362
)Balance at December 31,
    2004


47,542


$
475


$
116,764


$



$
(75,693
)

$
(26
)

$
41,520Issuance of common stock pursuant
    to exercise of options


750



8



1,709















1,717Issuance of common stock pursuant
    to exercise of warrants


224



2



606















608Shares of common stock issued under
    ESPP


3







23















23Restricted stock grant


100



1



1,042



(1,043
)










Compensation expense associated
    with restricted stock














7











7Issuance of common stock in
    connection with private equity financing, net of offering costs


13,346



134



62,201















62,335Comprehensive loss:


























Net loss


















(17,316
)






(17,316
)

$
(17,316
)Unrealized losses on marketable
    securities






















(43
)


(43
)


(43
)Foreign currency translation
    adjustment






















(1,401
)


(1,401
)


(1,401
)Comprehensive loss





























$
(18,760
)Balance at December 31,
    2005


61,965


$
620


$
182,345


$
(1,036
)

$
(93,009
)

$
(1,470
)

$
87,450    F-6




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended
    December 31,2003


2004


2005(In thousands)Cash flows from operating
    activities:Net loss

$
(14,974
)

$
(19,363
)

$
(17,316
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation expense


2,005



3,455



4,134Loss on disposal of fixed assets


513



2,093



56Minority interest










(1,195
)Gain on sale of interest in EverQ
    to REC










(527
)Bad debt expense


87



28



(19
)Amortization of deferred debt
    financing costs










224Amortization (accretion) of bond
    premiums


381



357



(595
)Stock option and restricted stock
    compensation expense


351



147



7Changes in operating assets and
    liabilities:Inventory


175



(887
)


(729
)Interest receivable


(97
)


97



(484
)Accounts receivable


1,778



(5,211
)


2,062Other current assets


469



(681
)


(2,685
)Accounts payable


44



2,169



9,317Accrued expenses


(94
)


2,092



927Deferred revenue






440



(440
)Net cash used in operating
    activities


(9,362
)


(15,264
)


(7,263
)Cash flows from investing
    activities:Purchases of fixed assets


(7,136
)


(10,851
)


(57,729
)Restricted cash


50







(1,194
)Purchases of marketable securities


(26,850
)


(2,418
)


(119,300
)Proceeds from sale and maturity of
    marketable securities


18,088



11,218



40,950Net cash used in investing
    activities


(15,848
)


(2,051
)


(137,273
)Cash flows from financing
    activities:Issuance of Series A
    convertible preferred stock, net of offering costs


28,526







Proceeds from convertible debt
    financing, net of offering costs










86,899Increase in EverQ debt










7,687Capital contributions to EverQ by
    minority interest holder










9,331Proceeds from issuance of common
    stock and warrants, net of offering costs


100



18,771



62,335Proceeds from the sale of EverQ
    interest to REC










4,060Dividend and conversion premium
    paid on Series A convertible preferred stock






(2,230
)


Increase (decrease) in short-term
    borrowings






1,500



(1,500
)Proceeds from exercise of stock
    options, warrants and shares purchased under Employee Stock
    Purchase Plan


10



33



2,348Net cash flow provided by
    financing activities


28,636



18,074



171,160Foreign exchange impact on cash










(1,261
)Net increase in cash and cash
    equivalents


3,426



759



25,363Cash and cash equivalents at
    beginning of year


1,194



4,620



5,379Cash and cash equivalents at end
    of year

$
4,620


$
5,379


$
30,742Supplemental cash flow information:Interest paid






27



2,526Non-cash Series A convertible
    preferred stock dividends earned


1,810



674



Non-cash conversion of
    Series A convertible preferred stock to common stock


4,153



27,704



Issuance of common stock warrant
    to Silicon Valley Bank






187



    F-7




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    NATURE OF
    BUSINESS    Q-Cells one-third. Q-Cells one-third, one-third.
  and/or
    2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES    BASIS
    OF PRESENTATION
   F-8




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    CASH
    AND MARKETABLE SECURITIES
    available-for-sale.
    2004


2005Money market funds

$
2,275


$
7,540Certificates of deposits






16,235Commercial paper






42,550Corporate bonds


6,563



22,524U.S. Agency notes


675



18,757Total

$
9,513


$
107,606   CONCENTRATION
    OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
   F-9




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2003


2004


2005% of total revenueKrannich Solartechnik


47
%


46
%


20
%Donauer Solartechnik


10
%


20
%


19
%Top 5 customers


75
%


79
%


58
%% of accounts
    receivableSun Farms










23
%Krannich Solartechnik






50
%


8
%Donauer Solartechnik


11
%






15
%Sun Source Energy


13
%






National Renewable Energy
    Laboratory


19
%






Top 5 customers


60
%


75
%


64
%   INVENTORY
  first-in,
  GUARANTOR
    ARRANGEMENTS
    Product
    warranty
  25-year
 F-10




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Balance at January 1, 2003

$
326,000Accruals for warranties issued
    during the period


100,000Balance at December 31, 2003


426,000Accruals for warranties issued
    during the period


279,000Balance at December 31, 2004


705,000Accruals for warranties issued
    during the period


Balance at December 31, 2005

$
705,000   Indemnification
    agreements
    EverQ
    Debt Guarantee
    FIXED
    ASSETS
   F-11




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    IMPAIRMENT
    OF LONG-LIVED ASSETS
    REVENUE
    RECOGNITION
        RESEARCH
    AND DEVELOPMENT
   F-12




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   INCOME
    TAXES
    COMPREHENSIVE
    INCOME
  available-for-sale
  STOCK-BASED
    COMPENSATION
    2003


2004


2005Net Loss


Net Loss


Net Loss


Net Loss


Net Loss


Net LossAttributable


per


Attributable


per


Attributable


perto Common


Common


to Common


Common


to Common


CommonStockholders


Share


Stockholders


Share


Stockholders


ShareNet loss attributable to common
    stockholders, as reported

$
(28,472
)

$
(2.39
)

$
(22,267
)

$
(0.67
)

$
(17,316
)

$
(0.29
)Add: Stock-based employee
    compensation expense included in reported results


271



0.02



89







7



Deduct: Total stock-based employee
    compensation expense determined under the fair value-based
    method for all awards


(1,561
)


(0.13
)


(2,556
)


(0.08
)


(3,625
)


(0.06
)Pro forma net loss attributable to
    common stockholders

$
(29,762
)

$
(2.50
)

$
(24,734
)

$
(0.75
)

$
(20,934
)

$
(0.35
)  F-13




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2003


2004


2005Expected options term


7



7



7Risk-free interest rate


4.0
%


4.0
%


4.0
%Expected dividend yield


None



None



NoneVolatility


90
%


90
%


90
%   NET
    LOSS PER COMMON SHARE
    SEGMENT
    REPORTING
      2003


2004


2005United States

$
(14,974
)

$
(19,363
)

$
(14,053
)Foreign










(3,263
)Net loss

$
(14,974
)

$
(19,363
)

$
(17,316
)   USE OF
    ESTIMATES
   F-14




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS
    RECENT
    ACCOUNTING PRONOUNCEMENTS
    and/or
   F-15




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     3.
    INVENTORY    2004


2005Raw materials

$
2,230


$
2,929Work-in-process


138



519Finished goods


538



186$
2,906


$
3,634     4.
    FIXED
    ASSETS    Useful

December 31,


December 31,Life

2004


2005Laboratory and manufacturing
    equipment

3-7 years

$
20,310


$
29,046Computer and office equipment

3-7 years


457



1,235Leasehold improvements

Lesser of 15 to 20 years


7,433



8,360or lease termAssets under construction




5,084



43,19933,284



81,840Less: Accumulated depreciation




(6,459
)


(10,410
)$
26,825


$
71,430  F-16




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       5.
    INCOME
    TAXES    2003


2004


2005Income tax benefit at US federal
    statutory tax rate

$
(5,091,000
)

$
(6,630,000
)

$
(5,904,000
)State income taxes, net of federal
    tax effect


(758,000
)


(1,498,000
)


(1,363,000
)Permanent items


95,000



39,000



64,000Other


(3,000
)


(136,000
)


(347,000
)Change in deferred tax asset
    valuation allowance


5,757,000



8,225,000



7,550,000$



$



$
      F-17




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2004


2005Gross deferred tax assetsNet operating loss carryforwards

$
16,875


$
18,736Research and development credit
    carryforwards


505



976Capitalized R&D expenses


4,493



8,071Accrued expenses and deferred
    compensation


1,173



1,146Other


489



431Total gross deferred tax assets


23,535



29,360Less: deferred tax liabilitiesDepreciation


(998
)


(414
)Deferred tax valuation allowance


(22,537
)


(28,946
)Net deferred tax asset

$



$
     6.
    CAPITAL
    STOCK         F-18




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Beneficial conversion feature

$
10,314,000Proceeds allocated to the fair
    value of common stock warrant


525,000Financing costs


849,000Total preferred stock accretion
    and dividends

$
11,688,000   EITF 00-27, No. 98-5
  Dividend
    Rights of Series A Convertible Preferred Stock
     F-19




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    STOCK
    BASED COMPENSATION          Weighted-AverageShares


Exercise PriceOutstanding at January 1,
    2003


1,146,378


$
4.84Granted


4,137,447



1.75Exercised


(5,500
)


1.21Terminated


(14,388
)


3.65Outstanding at
    December 31, 2003


5,263,937


$
2.42Granted


823,301



2.83Exercised


(17,514
)


1.19Terminated


(319,990
)


3.72Outstanding at
    December 31, 2004


5,749,734


$
2.41Granted


1,312,304



6.16Exercised


(750,518
)


2.30Terminated


(261,991
)


4.11Outstanding at
    December 31, 2005


6,049,529


$
3.15  F-20




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Options OutstandingWeighted





Options ExercisableAverage


Weighted





WeightedRemaining


Average





AverageNumber


Contractual


Exercise


Number


ExerciseRange of Exercise
    Prices

Outstanding


Life (Years)


Price


Exercisable


Price$    -
    $ 1.55


614,785



6.53


$
1.06



346,785


$
1.151.56 -  1.60


22,000



7.90



1.59



22,000



1.591.61 -  1.61


1,838,000



7.94



1.61



838,000



1.611.68 -  1.95


40,192



7.77



1.72



40,192



1.722.00 -  2.00


1,130,376



7.88



2.00



540,872



2.002.08 -  2.69


645,197



7.07



2.44



362,197



2.402.71 -  4.70


618,994



8.63



3.87



291,572



3.364.77 -  7.30


760,060



8.75



6.58



151,710



6.007.45 - 14.00


363,925



7.65



10.47



216,673



11.5019.00 - 19.00


16,000



4.84



19.00



16,000



19.006,049,529



7.84


$
3.15



2,826,001


$
3.00         8.
    EMPLOYEE
    STOCK PURCHASE PLAN  25-share
 F-21




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    WARRANTS        10.
    EMPLOYEES
    SAVINGS PLAN   F-22




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    COMMITMENTS  LEASES
          2006

$
7832007


8442008


8772009


8922010


595Thereafter


337Total

$
4,328     LICENSE
    AGREEMENT
   F-23




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.  SEGMENT
    INFORMATION
    2004


2005% of total revenueBy geography:U.S. distributors


25
%


28
%U.S. Government (research
    revenue)


6
%


1
%Germany


69
%


63
%All other






8
%100
%


100
%By customer:Krannich Solartechnik


44
%


20
%Donauer Solartechnik


19
%


19
%National Renewable Energy
    Laboratory (research revenue)


5
%


1
%All other


32
%


60
%100
%


100
%   13.
    EVERQ
    GMBH    Grants receivable

$
16,295Cash


824Other current assets


2,550Restricted cash


1,168Deposits on fixed assets


7,618Fixed assets


42,508Total assets

$
70,963Accounts payable and accrued
    expenses


11,054Current portion of long term debt


5,343Current liabilities


16,397Deferred grants


16,284Long term debt


7,105Total liabilities


39,786Shareholders equity


31,177Total liabilities and
    stockholders equity

$
70,963Net loss

$
(4,458
)  F-24




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     14.
    FOREIGN
    CURRENCY HEDGING TRANSACTIONS    15.
    SHORT-TERM
    BORROWINGS    16.
    LONG TERM
    DEBT    Redemption Period

Price (%)Beginning on July 1, 2010 and
    ending on June 30, 2011


101.250Beginning on July 1, 2011 and
    ending on June 30, 2012


101.625On July 1, 2012


100.000    F-25




---



##### Table of Contents





EVERGREEN
    SOLAR, INC.




NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)












EverQ
    Long-term Debt








|    |                      
|--- | ---------------------
|17. | SUBSEQUENT
    EVENTS

















F-26



---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    UNAUDITED
    QUARTERLY RESULTS    QUARTERLY
    STATEMENT OF OPERATIONS
  Mar 31,


Jun 30,


Sep 30,


Dec 31,


Apr 2,


Jul 2,


Oct 1,


Dec 31,2004


2004


2004


2004


2005


2005


2005


2005(In thousands, except per share
    data)UnauditedRevenues:Product revenues

$
2,830


$
4,541


$
5,604


$
9,265


$
10,287


$
10,679


$
11,092


$
11,569Research revenues


262



229



369



436



235







94



76Total revenues


3,092



4,770



5,973



9,701



10,522



10,679



11,186



11,645Operating expenses:Cost of product revenues


4,553



9,161



7,230



8,773



9,936



10,018



9,934



10,066Research and development expenses,
    including costs of research revenues


902



995



1,335



1,699



2,325



2,647



3,065



3,424Selling, general and administrative
    expenses


1,673



1,662



2,126



2,336



1,960



2,992



3,115



4,207Total operating expenses


7,128



11,818



10,691



12,808



14,221



15,657



16,114



17,697Operating loss


(4,036
)


(7,048
)


(4,718
)


(3,107
)


(3,699
)


(4,978
)


(4,928
)


(6,052
)Other income (loss), netForeign exchange gains (losses), net


8



(1
)


40



(665
)


280



(194
)


48



(129
)Gain on sale of EverQ interest to
    REC






























527Interest income (expense), net


65



47



71



(19
)


158



397



7



52Loss from operations before
    minority interest


(3,963
)


(7,002
)


(4,607
)


(3,791
)


(3,261
)


(4,775
)


(4,873
)


(5,602
)Minority interest in EverQ


















41



282



310



562Net loss


(3,963
)


(7,002
)


(4,607
)


(3,791
)


(3,220
)


(4,493
)


(4,563
)


(5,040
)Accretion, dividends and conversion
    premiums on Series A convertible preferred stock


(665
)


(2,239
)






















Net loss attributable to common
    stockholders

$
(4,628
)

$
(9,241
)

$
(4,607
)

$
(3,791
)

$
(3,220
)

$
(4,493
)

$
(4,563
)

$
(5,040
)Net loss per share attributable to
    common stockholders (basic and diluted)

$
(0.30
)

$
(0.44
)

$
(0.10
)

$
(0.08
)

$
(0.06
)

$
(0.07
)

$
(0.07
)

$
(0.08
)Weighted average shares used in
    computing basic and diluted net loss per share attributable to
    common stockholders


15,489



20,840



47,523



47,534



54,914



60,973



61,178



61,510  F-27




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    VALUATION
    AND QUALIFYING ACCOUNTS    Balance atBeginning


Charged to





Balance atDescription

of Period


Operations


Deductions


End of PeriodYear ended December 31,
    2003Reserves and allowances:Valuation allowance for deferred
    tax assets


17,151



5,757







22,908Allowance for doubtful accounts


140



87







227Year ended December 31,
    2004Reserves and allowances:Valuation allowance for deferred
    tax assets


22,908



8,225



(8,596
)


22,537Allowance for doubtful
    accounts & sales discounts


227



28



(171
)


84Year ended December 31,
    2005Reserves and allowances:Valuation allowance for deferred
    tax assets


22,537



7,550



(1,141
)


28,946Allowance for doubtful
    accounts & sales discounts


84



(19
)






65  F-28




---



##### Table of Contents



Schedule  1  Condensed
    Financial Information of the Registrant
    Condensed Balance Sheets
  December 31,


December 31,2004


2005ASSETSTotal current assets

$
22,482


$
126,999Restricted cash


414



414Investment in EverQ






24,617Loans to EverQ






4,765Deferred financing costs






2,877Deposits on fixed assets






599Fixed assets, net


26,825



28,923Total assets

$
49,721


$
189,194LIABILITIES, CONVERTIBLE
    PREFERRED STOCK AND STOCKHOLDERS EQUITYTotal current liabilities


8,201



7,079Subordinated convertible notes






90,000Stockholders equity:Common stock, $0.01 par value,
    100,000,000 shares authorized, 47,541,823 and 61,965,231
    issued and outstanding at December 31, 2004 and
    December 31, 2005, respectively


475



620Additional paid-in capital


116,764



182,345Deferred compensation






(1,036
)Accumulated deficit


(75,693
)


(89,745
)Accumulated other comprehensive
    loss


(26
)


(69
)Total stockholders equity


41,520



92,115Total liabilities, convertible
    preferred stock and stockholders equity

$
49,721


$
189,194  F-29




---



##### Table of Contents



Schedule  1  Condensed
    Financial Information of the Registrant
    Condensed Statements of Operations
  For the Years Ended December
    31,2003


2004


2005Revenues:Product revenues

$
7,746


$
22,240


$
43,627Research revenues


1,565



1,296



405Total revenues


9,311



23,536



44,032Operating expenses:Cost of product revenues


15,379



29,717



39,954Research and development expenses,
    including costs of research revenues


3,791



4,931



9,753Selling, general and
    administrative expenses


5,337



7,797



9,678Total operating expenses


24,507



42,445



59,385Operating loss


(15,196
)


(18,909
)


(15,353
)Other income (loss), net


222



(454
)


1,298Net loss


(14,974
)


(19,363
)


(14,055
)Accretion, dividends and
    conversion premiums on Series A convertible preferred stock


(13,498
)


(2,904
)


Net loss attributable to common
    stockholders

$
(28,472
)

$
(22,267
)

$
(14,055
)Net loss per share attributable to
    common stockholders (basic and diluted)

$
(2.39
)

$
(0.67
)

$
(0.24
)Weighted average shares used in
    computing basic and diluted net loss per share attributable to
    common stockholders


11,899



33,204



59,631  F-30




---



##### Table of Contents



Schedule  1  Condensed
    Financial Information of the Registrant
    Condensed Statement of Cash Flows
  For the Years Ended December
    31,2003


2004


2005Net cash used in operating
    activities

$
(9,362
)

$
(15,264
)

$
(11,477
)Net cash used in investing
    activities


(15,848
)


(2,051
)


(118,126
)Net cash flow provided by
    financing activities


28,636



18,074



154,142Net increase in cash and cash
    equivalents


3,426



759



24,539Cash and cash equivalents at
    beginning of year


1,194



4,620



5,379Cash and cash equivalents at end
    of year

$
4,620


$
5,379


$
29,918  F-31




---



##### Table of Contents



SIGNATURES
    EVERGREEN SOLAR, INC.
  By:
    /s/  Richard
    M. Feldt        POWER OF
    ATTORNEY
  attorneys-in-fact, Form 10-K attorneys-in-fact attorneys-in-fact
    Name

Title

Date/s/  Richard
    M. FeldtRichard
    M. Feldt

Chief Executive Officer, 
    President and Director
    (Principal Executive Officer)

March 16, 2006/s/  Donald
    M. MuirDonald
    M. Muir

Chief Financial Officer and Vice
    President
    (Principal Financial and Accounting Officer)

March 16, 2006/s/  Michael
    El-HillowMichael
    El-Hillow

Chairman of the Board of Directors

March 16, 2006/s/  Philip
    J. DeutchPhilip
    J. Deutch

Director

March 16, 2006/s/  Allan
    H. CohenAllan
    H. Cohen

Director

March 16, 2006/s/  Edward
    C. GradyEdward
    C. Grady

Director

March 16, 2006




---



##### Table of Contents



Name

Title

Date/s/  Dr.
    Gerald L. WilsonDr.
    Gerald L. Wilson

Director

March 16, 2006/s/  Timothy
    WoodwardTimothy
    Woodward

Director

March 16, 2006