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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file number 0-31687
      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)
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, Par Value $.01 Per Share

Nasdaq Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of class)
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filero(Do not check if a smaller reporting company)

Smaller reporting company
    o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF
    CONTENTS
   
 PageItem 1.


Business


3Item 1A.


Risk Factors


14Item 1B.


Unresolved Staff Comments


31Item 2.


Properties


31Item 3.


Legal Proceedings


31Item 4.


Submission of Matters to a Vote of Security
    Holders


31PART IIItem 5.


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


32Item 6.


Selected Financial Data


34Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


35Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


48Item 8.


Financial Statements and Supplementary Data


48Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


48Item 9A.


Controls and Procedures


48Item 9B.


Other Information


49PART IIIItem 10.


Directors and Executive Officers of the
    Registrant


49Item 11.


Executive Compensation


49Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


50Item 13.


Certain Relationships and Related Transactions


50Item 14.


Principal Accounting Fees and Services


50PART IVItem 15.


Exhibits, Financial Statement Schedule


50Consolidated Balance Sheets


F-3Consolidated Statements of Operations


F-4Consolidated Statements of Stockholders
    Equity


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-7Schedule I  Condensed Financial
    Information of the Registrant


F-32Signatures


II-1EX-10.34 Supply Agreement, dated October 24, 2007EX-10.35 Memorandum of Understanding, dated October 25, 2007EX-10.36 Lease Agreement ("MDFA"), dated November 20, 2007EX-10.37 Project Grant Agreement, dated November 20, 2008EX-10.38 Project Grant Agreement between Massachusetts Technology, dated November 20, 2008EX-10.39 Agreement for the Sale and Purchase of Solar Grade Silicon, dated Novmeber 7, 2007EX-10.40 Subordinated Loan Agreement, dated December 7, 2007EX-10.41 Supply Agreement between DC Chemical, dated January 30, 2008Ex-23.1 Consent of PricewaterhouseCoopers LLPEx-23.2 Consent of Leipzig, Germany PricewaterhouseCoopers LLPEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFOEX-99.1 EverQ GmbH balance sheet for the period ended December 31, 2006EX-99.2 EverQ GmbH income statement for the period December 20 to December 31, 2006EX-99.3 EverQ GmbH cash flow for the period December 20 to December 31, 2006EX-99.4 EverQ GmbH notes to the financial statements for the period December 20 to December 31, 2006Ex-99.5 Opinion Letter, Leipzig, Germany PricewaterhouseCoopers AG




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PART I
  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 of this report and the documents incorporated by
    reference herein, contain forward-looking statements that
    involve risks, uncertainties and assumptions, including those
    discussed in Risk Factors in Item 1A of this
    report. If the risks or uncertainties ever materialize or any of
    the assumptions prove incorrect, our results will differ 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:
  
    our future growth, revenue, earnings and gross margin
    improvement;
    the Devens facility expansion and other potential capacity
    expansions and the expected timing of such facilities becoming
    fully operational and meeting manufacturing capacity goals on
    schedule and within budget;
    future warranty expenses;
    our receipt of public grant awards;
    capital requirements to respond to competitive pressures and
    acquire complementary businesses and necessary technologies;
    costs associated with research and development, building or
    improving manufacturing facilities, general and administrative
    expenses and business growth;
    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;
    payment of cash dividends;
    the 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;
    future plans for the EverQ joint venture, including the
    potential initial public offering;
    our continued enhancements of thin wafer production and the
    expected timing and results of such transition;
    the expected demand for solar energy;
    our expectations regarding product performance and cost and
    technological competitiveness;
    our expectations regarding future silicon supply from our
    suppliers, and our ability to enter into additional contracts to
    secure our silicon supply;
    benefits and expenses resulting from EverQ;
    the anticipated benefits of our String Ribbon technology and
    new manufacturing and other developments, including our quad
    ribbon wafer furnace design; 2




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
    the making of strategic investments and the expectation of
    future benefit from them;
    our position in the solar power market;
    our ability to reduce the costs of producing solar products;
    and
    our expectations regarding the amount of photovoltaic solar
    panels that we will be able to produce.  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 distribution partners, suppliers
    and other partners, and other risks and uncertainties described
    herein, including but not limited to the items discussed in
    Risk Factors. 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 update publicly 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.
  ITEM 1.
    BUSINESS.  BUSINESS
    OVERVIEW
  tm
  two-and-a-half
     3




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Accounting
    for EverQ
     4




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RECENT
    DEVELOPMENTS
  Entry
    into New Polysilicon Supply Agreement with DC
    Chemical
    Director
    Resignation
    Public
    Offering
    INDUSTRY
    BACKGROUND
  Overview
     5




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Key
    Growth Drivers and Advantages of Solar Power
    
    An Increase in Solar Power Generation Will Reduce Dependence
    on Fossil Fuels.  Worldwide demand for electricity
    is expected to nearly double from 14.3 billion MW hours in
    2002 to 25.0 billion MW hours in 2025, according to the
    U.S. Department of Energy. Additionally, according to
    International Energy Agency 2006 estimates, over 60% of the
    worlds electricity is generated from fossil fuels such as
    coal, natural gas and oil. The combination of declining finite
    fossil fuel energy resources and increasing energy demand is
    depleting natural resources as well as driving up electricity
    costs, underscoring the need for reliable renewable energy
    production. Solar power systems are renewable energy sources
    that rely on the sun as an energy source and do not require a
    fossil fuel supply. As such, they are well positioned to offer a
    sustainable long-term alternative means of power generation.  
    Environmental Advantages.  Solar power is one
    of the cleanest electric generation sources, capable of
    generating electricity without air or water emissions, noise,
    vibration, habitat impact or waste generation. In particular,
    solar power does not generate greenhouse gases that contribute
    to global climate change or other air pollutants, as power
    generation based on fossil fuel combustion does, and does not
    generate radioactive or other wastes as nuclear power and coal
    combustion do. It is anticipated that greenhouse gas regulation
    in the United States and internationally will increase the costs
    and constrain the development of fossil fuel based electric
    generation and increase the attractiveness of solar power as a
    renewable electricity source.  
    Flexible Locations.  From tiny solar cells
    powering a hand-held calculator, to an array of rooftop panels
    powering an entire home, to acres of panels 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 power is among the best
    technologies for power generation in urban areas,
    environmentally sensitive areas and geographically remote areas
    in both developing and developed countries.
    Government Incentives.  Germany, Italy, Japan,
    Spain and the United States presently account for the majority
    of world market demand for solar power systems. Government
    policies in these countries, in the form of both regulation and
    incentives, have accelerated the adoption of solar technologies
    by businesses and consumers. Typical government incentives
    include capital cost rebates, feed-in tariffs, tax credits and
    net metering. Internationally, Spain, Portugal, Greece, France,
    South Korea and Italy have recently developed new solar support
    programs. Other countries, including China, are increasingly
    adopting similar incentives. In the United States, the Energy
    Policy Act of 2005 enacted a 30% investment tax credit for solar
    energy manufacturers, and in January, 2006, California approved
    the largest solar program in the countrys history, the
    $3 billion
    11-year
    California Solar Initiative which has a goal to create
    3,000 MWs of solar energy by 2017.    The
    Solar Power Industry Value Chain
       6




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two-and-a-half
    Key
    Challenges for Solar Power
    
    Continued Reliance on Government Support and
    Incentives.At present, most renewable energy
    sources would not be cost-competitive compared to traditional
    energy sources without government support. The PV industry
    relies on governmental incentives to encourage production and
    consumption, especially for on-grid systems. Changes in
    government policies could lead to a reduction in incentives and
    subsidies to the renewable energy sector, which could in turn
    seriously hinder the growth of the PV industry.
    Shortage of Silicon Materials.  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 at least for the near future. The reduction of raw
    materials waste, particularly the waste associated with sawing
    silicon by conventional crystalline silicon wafer production
    technology, known as kerf loss, is a key factor in lowering
    manufacturing costs.
    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 to
    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 92% of solar market sales
    in 2006, according to Solarbuzz. Conventional crystalline
    silicon technology involves sawing thin wafers from solid
    crystalline silicon blocks. Crystalline silicon products are
    known 7




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for their reliability, performance and longevity. However,
    factors such as high materials waste from sawing, complex
    processing procedures and high capital costs have limited the
    speed at which conventional crystalline silicon wafer
    manufacturers can reduce manufacturing costs.  
    Thin Films.  While most major solar power
    manufacturers currently rely on crystalline silicon technology
    for their solar cell production, these manufacturers, 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 complex
    materials such as CIGS or CdTe on a substrate, such as glass, to
    make a solar cell. Although thin film technologies generally use
    certain key materials more efficiently than conventional
    crystalline silicon manufacturing technology and are not
    affected by the current polysilicon supply shortage, such
    technologies have disadvantages such as lower conversion
    efficiency and, in some cases, reduced product performance and
    reliability.  OUR
    BUSINESS
  Our
    Competitive Strengths
    Proven Manufacturing Technology.
  Established Relationships with Key
    Suppliers. 10-year
  Attractive Take-or-Pay Sales Contracts.
  Integrated Manufacturing Capacities.
 8




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Strong, Experienced Management Team. 30-year
  OUR
    GROWTH STRATEGIES
    Innovate to Lower Cost of Solar to Achieve Grid Parity Cost
    Structure.
  Maintain Our Technology Leadership in Wafer, Cell and Panel
    Manufacturing through Continuous Innovation. two-and-a-half
  Significantly Increase Our Wholly Owned Manufacturing
    Capacity.
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OUR
    PRODUCTS
    
    Wafers.  A crystalline silicon wafer is a flat
    piece of crystalline silicon that can be processed and assembled
    into a solar cell. Our rectangular wafers measure 80 millimeters
    by 150 millimeters and are approximately 190 microns thick.
    Cells.  A solar cell is a device made from a
    silicon wafer that converts sunlight into electricity by means
    of a process known as the PV effect. Each of our solar cells
    currently produces approximately 1.7 watts of power. As the
    conversion efficiency of the solar cell improves, the power of
    the cell improves as well.
    Panels.  A solar panel is an assembly of solar
    cells that have been electrically interconnected and laminated
    in a durable and weather-tight package. The most common solar
    panels typically range from 160 to 200 watts per panel while
    some specialty panels are smaller or larger. Our solar panels
    currently produce up to approximately 195 watts of power.    Sales,
    Marketing and Distribution
       10




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MANUFACTURING
               11




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RESEARCH
    AND DEVELOPMENT
    INTELLECTUAL
    PROPERTY
  Patents
    
    Crystalline Silicon Wafers.  Our String Ribbon
    wafer fabrication technology, including methods for automated,
    high-yield production techniques, are covered by 10
    U.S. patents, two Indian patents and four European patents
    that have been validated with enforceable rights in 10 foreign
    jurisdictions. In addition, for this technology, we also have 13
    pending U.S. patent applications, two pending PCT
    applications, and 10 pending foreign patent applications.
    Solar Cell Fabrication.  Our solar cell
    processing technology is covered by four U.S. patents.
    Among other things, these patents relate to methods for forming
    wrap-around contacts on solar cells and methods for processing
    solar cells. We also have two pending U.S. patent
    applications for these cell fabrication inventions.
    Solar Panels.  For our advanced solar panel
    designs, we currently own eight U.S. patents, five Indian
    patents, and two European patents that have been validated with
    enforceable rights in 10 foreign jurisdictions. The
    U.S. patents primarily relate to solar cell panels with an
    improved backskin, solar cell panels with an interface mounting
    system, an encapsulant material for solar cell panels, and a
    solar cell roof tile system. In addition, for our Solar panel
    technology, we have pending five U.S. patent applications,
    two pending PCT applications, and 12 pending foreign patent
    applications.  Trademarks
    and Copyrights
    Trade
    Secrets and Other Confidential Information
   12




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COMPETITION
          ENVIRONMENTAL,
    HEALTH AND SAFETY REGULATIONS
   13




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EMPLOYEES
    AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K, (http://www.evergreensolar.com)
  ITEM 1A.
    RISK
    FACTORS.  Certain
    Factors Which May Affect Future Results
  The factors discussed below are cautionary statements that
    identify important factors that could cause actual results to
    differ materially from those anticipated by the forward-looking
    statements contained in this report. For more information
    regarding the forward-looking statements contained in this
    report, see Concerns Regarding Forward-Looking
    Statements at the beginning of this report. You should
    carefully consider the risks and uncertainties described below,
    together with all of the other information included in this
    report, in considering our business and prospects. The risks and
    uncertainties described below are not the only ones that we
    face. Additional risks and uncertainties not presently known to
    us or that we currently deem to be immaterial also may
    materially impair our business operations. The occurrence of any
    of the following risks could adversely affect our business,
    financial condition or results of operations.
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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 in turn could materially decrease the value of our
    common stock.
    
    expand our manufacturing operations, whether domestically or
    internationally;
    develop our distribution network;
    continue to research and develop our products and manufacturing
    technologies;
    implement internal systems and infrastructure to support our
    growth; and
    hire additional personnel.    We
    will need to raise significant additional capital in order to
    continue to grow our business and fund our operations which
    subjects us to the risk that we may be unable to grow our
    business and fund our operations as planned.
  and/or
 15




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Our
    future success depends on our ability to increase our
    manufacturing capacity through the development of additional
    manufacturing facilities, including the Devens facility. If we
    are unable to achieve our capacity expansion goals, which would
    limit our growth potential and impair our operating results and
    financial condition.
  ramp-up
    
    we will need to raise significant additional capital in order to
    finance the costs of constructing and equipping of
    Devens II and any additional facilities, which we may be
    unable to do so on reasonable terms or at all, and which could
    be dilutive to our existing stockholders;
    the build-out of any facilities 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, burdensome permit conditions
    and delays in the delivery of manufacturing equipment from
    numerous suppliers;
    we may be required to depend on third parties or strategic
    partnerships that we establish in the development and operation
    of additional production capacity, which may subject us to risks
    that such third parties do not fulfill their obligations to us
    under our arrangements with them; and    We may
    be unable to effectively manage the expansion of our operations,
    and the master joint venture agreement that governs our
    relationship with the other EverQ joint venture participants may
    impair our ability to expand our manufacturing outside of the
    United States.
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The
    actual costs to complete Devens I and plan, construct and equip
    Devens II may be higher than expected, and we may not have
    sufficient funds to pay the increased costs.
      There
    are significant risks associated with the completion of Devens
    which may cause budget overruns or delays in completion of the
    projects.
    If we
    need more silicon than we have estimated or if our suppliers
    fail to satisfy their obligations under our silicon supply
    contracts, the current industry-wide shortage of polysilicon
    could adversely impact our revenue growth and decrease our gross
    margins and profitability.
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Two of
    our multi-year polysilicon supply agreements entered into in
    2007 are denominated in Euros. Unfavorable changes in foreign
    currency exchange rates could adversely affect the cost to
    manufacture our products, which could result in lost profits, a
    reduction of orders and loss of market share.
    Our
    dependence on a limited number of suppliers for raw materials,
    key components for our solar power products and equipment could
    adversely affect our ability to manufacture and timely deliver
    our products, which could result in order cancellations and loss
    of market share.
    If the
    EverQ IPO is completed, our interest in EverQ will be diluted,
    our future revenue from EverQ may be adversely affected and our
    shares may be exposed to increased volatility.
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We
    continue to invest significantly in research and development,
    and these efforts may not result in improved products or
    manufacturing processes.
  and/or
  Our
    solar power products may not gain market acceptance, which would
    prevent us from achieving increased revenues 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 panel designs under
    development; and
    our failure to develop and maintain successful relationships
    with distributors, systems integrators, project developers 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 revenues to
    decline .
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Our
    ability to increase market share and revenues 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;
    difficulty in interpreting and enforcing contracts governed by
    foreign law, which may be subject to multiple, conflicting and
    changing laws, regulations and tax systems;
    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;
    unavailability of government grants from German or other foreign
    sources, or for government grants that have been approved, risk
    of forfeiture or repayment in whole or in part:
    fluctuations in currency exchange rates relative to the
    U.S. dollar;
    limitations on dividends or restrictions against repatriation of
    earnings;
    difficulty in recruiting and retaining individuals skilled in
    international business operations;
    increased costs associated with maintaining international
    marketing efforts; and 20




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
    inability to develop, manufacture, market and sell our products
    and services in Germany and other international markets due to,
    for example, third-party intellectual property rights.    Our
    dependence on a small number of distribution partners may cause
    significant fluctuations or declines in our product
    revenues.
    
    reduction, delay or cancellation of orders from one or more of
    our significant distribution partners;
    selection by one or more of our significant distribution
    partners of products competitive with ours;
    loss of one or more of our significant distribution partners and
    our failure to recruit additional or replacement distribution
    partners; and
    failure of any of our significant distribution partners 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.
  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 could adversely affect
    our market penetration and revenue growth.
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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.
      Because
    we utilize highly flammable materials in our manufacturing
    processes, we are subject to the risk of losses arising from
    explosions and fires, which could materially adversely affect
    our financial condition and results of operations.
    The
    reduction or elimination of government subsidies and economic
    incentives for solar technology could cause our revenues to
    decline.
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and/or
  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 revenues
    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 revenues.
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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 in our issued patents are or will be sufficiently broad
    to prevent others form developing or using technology similar to
    ours or in developing, using, manufacturing, marketing or
    selling products similar to ours;
    given the costs of obtaining patent protection, we may choose
    not to file patent applications for or not to maintain issued
    patents for certain innovations that later turn out to be
    important, or we may choose not to obtain foreign patent
    protection at all or to obtain patent protection in only some of
    the foreign countries, which later turn out to be important
    markets for us;
    although we have a number of foreign patents and applications,
    the laws of some foreign jurisdictions do not protect
    intellectual property rights to the same extent as laws in the
    United States, and we may encounter difficulties in protecting
    and defending our rights in such foreign jurisdictions;
    third parties may design around our patented technologies, and
    there is no assurance that our patents and other intellectual
    property rights will be sufficient to deter infringement or
    misappropriation of our intellectual property rights by others;
    third parties may seek to challenge or invalidate our patents,
    which can result in a narrowing of or invalidating our patents,
    or rendering our patents unenforceable;
    we may have to participate in proceedings such as interference,
    cancellation, or opposition, before the United States Patent and
    Trademark Office, or before foreign patent and trademark
    offices, with respect to our patents, patent applications,
    trademarks or trademark applications or those of others, and
    these actions may result in substantial costs to us as well as a
    diversion of management attention;
    although we are not currently involved in any litigation
    involving intellectual property rights, we may need to enforce
    our intellectual property rights against third parties for
    infringement or misappropriation or defend our intellectual
    property rights through lawsuits, which can result in
    significant costs and diversion of management resources, and we
    may not be successful in those lawsuits;
    we rely on trade secret protections to protect our interests in
    proprietary know-how and processes for which patents are
    difficult to obtain or enforce; however, we may not be able to
    protect our trade secrets adequately; and
    the contractual provisions on which we rely to protect our trade
    secrets and proprietary information, such as our confidentiality
    and non-disclosure agreements with our employees, consultants
    and other 24




---



##### Table of Contents



third parties, may be breached, and our trade secrets and
    proprietary information may be disclosed to competitors,
    strategic partners and the public, or others may independently
    develop technology equivalent to our trade secrets and
    proprietary information.  Our
    technology and products could infringe intellectual property
    rights of others, which may require costly litigation and, if we
    are not successful, could cause us to pay substantial damages
    and disrupt our business.
    and/or
  We may
    be unable to protect adequately or enforce our proprietary
    information, which may result in its unauthorized use, reduced
    revenues 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.   25




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##### Table of Contents



Licenses
    for technologies and intellectual property may not be available
    to us.
    Existing
    regulations and changes to such regulations concerning the
    electrical utility industry 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
    Compliance
    with environmental regulations can be expensive, and
    noncompliance with these regulations may result in potentially
    significant monetary damages and penalties and adverse
    publicity.
   26




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##### Table of Contents



Compliance
    with occupational safety and health requirements and best
    practices can be costly, and noncompliance with such
    requirements may result in potentially significant monetary
    penalties and adverse publicity.
    Product
    liability claims against us could result in adverse publicity
    and potentially significant monetary damages.
    A
    material portion of our revenue has been generated from our
    relationship with EverQ and EverQ faces many of the same risks
    and uncertainties we face.
   27




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##### Table of Contents



Risks
    Related to Our Common Stock
  The
    issuance or sale of equity, convertible or exchangeable
    securities in the market, or the perception of such future sales
    or issuances, could lead to a decline in the price of our common
    stock.
      
    102,252,965 shares of common stock outstanding;
    4,184,789 shares of common stock underlying options
    outstanding at a weighted average exercise price of $4.43 per
    share;
    1,302,347 shares of common stock available and reserved for
    future issuance or future grant under our Amended and Restated
    2000 Stock Option and Incentive Plan;
    388,335 shares of common stock available and reserved for
    future issuance or future grant under our Amended and Restated
    2000 Employee Stock Purchase Plan;
    467,328 shares of common stock underlying warrants
    outstanding with an exercise price of $3.34 per share; and
    12,179,000 shares of common stock issuable upon the
    conversion of our outstanding convertible subordinated notes in
    the aggregate principal amount of $90.0 million at an
    initial conversion rate of 135.3180 shares of common stock
    per $1,000 principal amount of notes (equivalent to a conversion
    price of approximately $7.39 per share).    lock-up lock-up lock-up
 28




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##### Table of Contents



DC
    Chemical owns a large portion of our outstanding voting power
    and may be able to influence significantly the outcome of any
    stockholder vote.
    The
    price of common stock may fluctuate significantly, which could
    result in substantial losses for our stockholders and subject us
    to litigation.
      
    the size and timing of orders from distribution partners 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
    StringRibbon technology;
    our ability to establish and expand key distribution partners
    and supplier 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 open Devens I and Devens II and other
    potential capacity expansions within budget and within the time
    frame that we expect;
    EverQs ability to expand within budget and within the time
    frame that they expect;
    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;
    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; 29




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##### Table of Contents




    developments in the competitive environment, including the
    introduction of new products or technological advancements by
    our competitors;
    the timing of adding the personnel necessary to execute our
    growth plan; and
    the other risks and uncertainties described in Risk
    Factors.    Because
    we do not intend to pay dividends on our common stock,
    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.
    We can
    issue shares of preferred stock that may adversely affect the
    rights of a stockholder of our common stock.
    
    adversely affect the voting power of the stockholders of our
    common stock;
    discourage bids for our common stock at a premium and make it
    more difficult for a third party to acquire a majority of our
    common stock;
    limit or eliminate any payments that the stockholders of our
    common stock could expect to receive upon our
    liquidation; or 30




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##### Table of Contents




    otherwise adversely affect the market price of our common stock.    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.    Location

Area (Sq. Ft)


Purpose138 Bartlett Street, Marlboro, MA


30,000


Corporate Headquarters & Warehouse259 Cedar Hill Street, Marlboro, MA


56,000


Manufacturing257 Cedar Hill Street, Marlboro, MA


40,000


Research & DevelopmentBarnum Road, Devens, MA


476,000


Manufacturing (facility under construction)     30-year
    ITEM 3.
    LEGAL
    PROCEEDINGS.    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   31




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##### 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


LowYear ended December 31, 2006First Quarter

$
17.50


$
10.77Second Quarter

$
16.25


$
10.00Third Quarter

$
13.50


$
7.90Fourth Quarter

$
9.80


$
7.27Year ended December 31, 2007First Quarter

$
10.98


$
6.97Second Quarter

$
13.21


$
8.11Third Quarter

$
10.49


$
7.95Fourth Quarter

$
18.85


$
8.95       Form 10-K.
 32




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##### Table of Contents



STOCK
    PERFORMANCE GRAPH
    COMPARISON
    OF CUMULATIVE TOTAL RETURN AMONG
    EVERGREEN SOLAR, INC., SIC CODE INDEX
    AND NASDAQ MARKET INDEX
  COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
 AMONG EVERGREEN SOLAR, INC.,
 NASDAQ MARKET INDEX AND HEMSCOTT GROUP INDEX
  
  ASSUMES
    $100 INVESTED ON DEC. 31, 2002
    ASSUMES DIVIDEND REINVESTED
    FISCAL YEAR ENDED DEC. 31, 2007
  12/31/02


12/31/03


12/31/04


12/31/05


12/31/06


12/31/07Evergreen Solar, Inc.


$
100.00



$
130.23



$
338.76



$
825.58



$
586.82



$
1,338.76SIC Code Index


$
100.00



$
156.97



$
154.28



$
152.34



$
165.84



$
206.13NASDAQ Market Index


$
100.00



$
150.36



$
163.00



$
166.58



$
183.68



$
201.91   (1)
    The preceding Stock Performance Graph is not soliciting
    material, is not deemed filed with the Securities and
    Exchange Commission and shall not be incorporated by reference
    in any of our filings under the Securities Act of 1933 or the
    Securities Exchange Act of 1934, whether made before or after
    the date hereof and irrespective of any general incorporation
    language in any such filing.(2)
    Information used on the graph was obtained from Hemscott, Inc.,
    a source believed to be reliable, but we are not responsible for
    any errors or omissions in such information. 33




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA:    For the Year Ended December 312003


2004


2005


2006


2007STATEMENT OF OPERATIONS DATA:Revenues:Product

$
7,746


$
22,240


$
43,627


$
102,252


$
58,334Royalty and fee


















11,532Total Revenues


7,746



22,240



43,627



102,252



69,866Cost of revenue


15,379



29,717



39,954



90,310



52,838Gross profit (loss)


(7,633
)


(7,477
)


3,673



11,942



17,028Operating Expenses:Research and development


2,226



3,392



10,622



18,390



20,594Selling, general and administrative


5,337



8,040



12,708



21,890



20,608Facility
    start-up


















1,404Loss on disposal of fixed assets














1,526



Total operating expenses


7,563



11,432



23,330



41,806



42,606Operating loss


(15,196
)


(18,909
)


(19,657
)


(29,864
)


(25,578
)Other income (expense), net


222



(454
)


1,146



1,851



6,806Loss before minority interest, equity income and accretion


(14,974
)


(19,363
)


(18,511
)


(28,013
)


(18,772
)Minority interest in EverQ










1,195



849



Equity income from interest in EverQ














495



2,170Accretion, dividends and conversion premiums on Series A
    convertible preferred stock


(13,498
)


(2,904
)










Net loss

$
(28,472
)

$
(22,267
)

$
(17,316
)

$
(26,669
)

$
(16,602
)Net loss per share (basic and diluted)

$
(2.39
)

$
(0.67
)

$
(0.29
)

$
(0.41
)

$
(0.19
)Weighted average shares used in computing basic and diluted net
    loss per share


11,899



33,204



59,631



65,662



86,799  34




---



##### Table of Contents



As of December 312003


2004


2005


2006


2007BALANCE SHEET DATA:Cash, cash equivalents and marketable securities*

$
20,340


$
11,942


$
116,207


$
49,421


$
140,703Investment in and advances to EverQ














70,460



87,894Working capital


22,039



14,281



124,404



57,590



112,228Total assets


45,976



49,721



228,959



207,251



553,255Subordinated convertible notes










90,000



90,000



90,000Convertible preferred stock


27,032















Total stockholders equity


16,944



41,520



87,450



92,847



393,293     *
    
    Includes restricted cash at December 31, 2007  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION.  EXECUTIVE
    OVERVIEW
  tm
       35




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##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
    Accounting
    for EverQ
     36




---



##### Table of Contents



Revenue
    Recognition and Allowance for Doubtful Accounts
        Warranty
    Stock-based
    Compensation
     37




---



##### Table of Contents



Inventory
  first-in,
  Impairment
    of Long-lived Assets
    Income
    Taxes
    Results
    of Operations
  Description
    of Our Revenues, Costs and Expenses
  Revenues.
 38




---



##### Table of Contents



Cost of revenues.
  Research and development expenses.
  Selling, general and administrative
    expenses.
  Facility
    start-up. start-up
  Other income (expense).
  Equity income from interest in EverQ.
  Minority interest.
  COMPARISON
    OF YEARS ENDED DECEMBER 31, 2007 AND 2006
   39




---



##### Table of Contents



Revenues.
      2005


2006


2007By geography:United States


28
%


37
%


82
%Germany


63
%


48
%


7
%Spain






13
%


All other


9
%


2
%


11
%100
%


100
%


100
%By customer:PowerLight






10
%


31
%SunEdison










14
%groSolar






6
%


12
%Krannich Solartechnik


20
%


3
%


Donauer Solartechnik


19
%


13
%


1
%All other


61
%


68
%


42
%100
%


100
%


100
%   Cost of product revenues and gross margin.
   40




---



##### Table of Contents



Research and development expenses.
  Loss on disposal of fixed assets.
  Selling, general and administrative
    expenses.
  Facility
    start-up. start-up
  Other income (expense) net.
  Equity income from interest in EverQ.
  Net loss.
 41




---



##### Table of Contents



scale-up
  COMPARISON
    OF YEARS ENDED DECEMBER 31, 2006 AND 2005
  Revenues.
  Cost of product revenues and gross margin.
  Research and development expenses.
  Loss on disposal of fixed assets.
  Selling, general and administrative
    expenses.
  Other income.
  Net loss. scale-up
 42




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
        30-year
   43




---



##### 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


100.625On July 1, 2012


100.000         EverQ
    Debt Guarantee
   44




---



##### Table of Contents



Evergreen
    Solar Loans to EverQ
    Date of Loan

Principal (EUR)


Principal (USD)


Interest Rate


Date DueJanuary 25, 2007


30,000,000


$
43,809,000



5.43
%


December 31, 2009     Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Total


Less ThanYears


1 Year


1-3 Years


4-5 Years


After 5 YearsNon-cancelable operating leases

$
4,384


$
1,425


$
2,602


$
357


$
Maturity of Convertible Debt


90,000











90,000



Interest expense associated with Convertible Debt


19,688



5,906



11,813



1,969



Capital expenditure obligations


111,166



111,166











Raw materials purchase commitments


629,492



45,290



194,827



177,022



212,353Total contractual cash obligations

$
854,730


$
163,787


$
209,242


$
269,348


$
212,353  45




---



##### Table of Contents



INCOME
    TAXES
   46




---



##### Table of Contents



RECENT
    ACCOUNTING PRONOUNCEMENTS
         47




---



##### 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:    ITEM 9A.CONTROLS
    AND PROCEDURES.
  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(e) 15d-15(e)
 48




---



##### Table of Contents



Internal
    Control Over Financial Reporting
  Rule 13a-15(f)
  Managements
    Report on Internal Control Over Financial Reporting.
  Rule 13a-15(f).
  Internal Control 
    Integrated Framework Internal
    Control  Integrated Framework
      ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT.        ITEM 11.
    EXECUTIVE
    COMPENSATION.   49




---



##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Form 10-K.
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS.    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.     PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES.  Form 10-K:
  page F-1 Form 10-K.
  page F-1 Form 10-K.
  Form 10-K. 1-800-SEC-0330 http://www.sec.gov.
   50




---



##### 



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


F-2Consolidated Balance Sheets as of
    December 31, 2006 and 2007


F-3Consolidated Statements of Operations for the
    years ended December 31, 2005, 2006 and 2007


F-4Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2005, 2006 and
    2007


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2005, 2006 and 2007


F-6Notes to Consolidated Financial Statements


F-7Schedule I  Condensed Financial
    Information of the Registrant


F-32   F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control 
    Integrated Framework
         
  
 F-2




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2006


2007(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
6,828


$
29,428Marketable securities


42,593



70,275Restricted cash






41,000Accounts receivable, net of allowance for doubtful accounts of
    $100 and $85 at December 31, 2006 and December 31,
    2007, respectively


20,249



9,297Grants receivable






5,818Inventory


4,767



8,094VAT receivable, net


628



10,549Other current assets


6,929



7,729Total current assets


81,994



182,190Investment in and advances to EverQ


70,460



87,894Restricted cash


414



414Deferred financing costs


2,434



1,991Loan receivable from silicon supplier






21,904Prepaid cost of inventory






143,035Fixed assets, net


50,516



114,641Other assets


1,433



1,186Total assets

$
207,251


$
553,255LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
18,465


$
57,005Other accrued expenses


2,443



5,408Accrued employee compensation


2,791



4,875Accrued interest






1,969Accrued warranty


705



705Total current liabilities


24,404



69,962Subordinated convertible notes


90,000



90,000Total liabilities


114,404



159,962Commitments and Contingencies (Notes 11 and 14)Stockholders equity:Common stock, $0.01 par value, 150,000,000 shares
    authorized, 68,066,204 and 102,252,965 issued and outstanding at
    December 31, 2006 and December 31, 2007, respectively


681



1,023Additional paid-in capital


211,053



521,695Accumulated deficit


(119,678
)


(136,280
)Accumulated other comprehensive income


791



6,855Total stockholders equity


92,847



393,293Total liabilities and stockholders equity

$
207,251


$
553,255    F-3




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  For the Years Ended December 31,2005


2006


2007(In thousands, except per share data)Revenues:Product

$
43,627


$
102,252


$
58,334Royalty and fee










11,532Total revenues


43,627



102,252



69,866Cost of revenue


39,954



90,310



52,838Gross profit


3,673



11,942



17,028Operating expenses:Research and development


10,622



18,390



20,594Selling, general and administrative


12,708



21,890



20,608Facility
    start-up










1,404Loss on disposal of fixed assets






1,526



Total operating expenses


23,330



41,806



42,606Operating loss


(19,657
)


(29,864
)


(25,578
)Other income (expense):Foreign exchange gains, net


5



3,322



444Gain on investment in EverQ


527







Interest income


3,140



4,613



9,774Interest expense


(2,526
)


(6,084
)


(3,412
)Other income, net


1,146



1,851



6,806Loss before minority interest and equity income


(18,511
)


(28,013
)


(18,772
)Minority interest in EverQ


1,195



849



Equity income from interest in EverQ






495



2,170Net loss

$
(17,316
)

$
(26,669
)

$
(16,602
)Net loss per share (basic and diluted)

$
(0.29
)

$
(0.41
)

$
(0.19
)Weighted average shares used in computing basic and diluted net
    loss per share


59,631



65,662



86,799    F-4




---



##### 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, 2005


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
)


87,450Issuance of common stock pursuant to exercise of options


988



10



2,480















2,490Issuance of common stock pursuant to exercise of warrants


4,007



40



13,406















13,446Shares of common stock issued under ESPP


45







341















341Reclassification on adoption of SFAS No. 123R










(1,036
)


1,036











Gain on investment in EverQ by REC and
    Q-Cells










8,466















8,466Compensation expense associated with equity compensation plans,
    including restricted share grants


1,061



11



5,051















5,062Comprehensive loss:


























Net loss


















(26,669
)






(26,669
)

$
(26,669
)Unrealized gains on marketable securities






















71



71



71Foreign currency translation adjustment






















2,190



2,190



2,190Comprehensive loss





























$
(24,408
)Balance at December 31, 2006


68,066



681



211,053







(119,678
)


791



92,847Issuance of common stock pursuant to exercise of options


1,031



10



3,289















3,299Issuance of common stock pursuant to exercise of warrants


256



3



664















667Shares of common stock issued under ESPP


59



1



426















427Issuance of common stock in connection DC Chemical Agreement


3,000



30



36,180















36,210Issuance of restricted stock in connection DC Chemical Agreement


10,750



107



119,914















120,021Issuance of common stock in connection with public offering, net
    of offering costs


17,250



173



134,254















134,427Compensation expense associated with equity compensation plans,
    including restricted share grants


1,841



18



6,389















6,407Gain on investment in EverQ by REC and
    Q-Cells










9,526















9,526Comprehensive loss:Net loss


















(16,602
)






(16,602
)

$
(16,602
)Unrealized gains on marketable securities






















59



59



59Foreign currency translation adjustment






















6,005



6,005



6,005Comprehensive loss





























$
(10,538
)Balance at December 31, 2007


102,253


$
1,023


$
521,695


$



$
(136,280
)

$
6,855


$
393,293    F-5




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,2005


2006


2007(In thousands)Cash flows from operating activities:Net loss

$
(17,316
)

$
(26,669
)

$
(16,602
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation expense


4,134



9,311



7,418Amortization of deferred grant credits






(2,004
)


Loss on disposal of fixed assets


56



2,383



Minority interest in EverQ


(1,195
)


(849
)


Equity income from EverQ






(495
)


(2,170
)Amortization of deferred debt financing costs


224



443



444Bad debt expense and provision for early payment discounts


(19
)


85



(1
)Accretion of bond discount


(595
)


(955
)


(1,210
)Compensation expense associated with employee equity awards


7



5,062



6,382Gain on investment in EverQ


(527
)






Changes in operating assets and liabilities:Accounts receivable


2,062



(12,415
)


10,952Grants receivable






18,962



Inventory


(729
)


(10,958
)


(3,327
)Prepaid cost of inventory










(23,121
)Interest receivable


(484
)


(134
)


13Other current assets


(2,685
)


(6,652
)


(10,687
)Accounts payable


9,317



(728
)


16,588Accrued expenses


927



15,285



1,872Interest payable










1,352Deferred revenue


(440
)






Other










101Net cash used in operating activities


(7,263
)


(10,328
)


(11,996
)Cash flows from investing activities:Purchases of fixed assets, deposits on fixed assets under
    construction


(57,729
)


(107,667
)


(50,744
)Decrease in cash related to conversion of EverQ consolidated
    entity to equity method affiliate






(22,274
)


Decrease (increase) in restricted cash


(1,194
)


891



(41,000
)Decrease in EverQ loan






(389
)


Increase in other loans










(22,386
)Purchases of marketable securities


(119,300
)


(63,290
)


(108,386
)Proceeds from sale and maturity of marketable securities


40,950



107,186



81,975Net cash used in investing activities


(137,273
)


(85,543
)


(140,541
)Cash flows from financing activities:Proceeds from issuances of common stock, net of offering costs


62,335







170,637Proceeds from issuance of DC Chemical restricted shares










107Proceeds from convertible debt financing, net of offering costs


86,899







Increase in EverQ debt


7,687



58,708



Capital contributions to EverQ from minority interest holder


9,331







Proceeds from the sale of EverQ interest to REC


4,060







Decrease in short-term debt


(1,500
)






Proceeds from exercise of stock options and warrants, and shares
    purchased under Employee Stock Purchase Plan


2,348



16,277



4,393Net cash flow provided by financing activities


171,160



74,985



175,137Effect of exchange rate changes on cash and cash equivalents


(1,261
)


(3,028
)


Net increase (decrease) in cash and cash equivalents


25,363



(23,914
)


22,600Cash and cash equivalents at beginning of year


5,379



30,742



6,828Cash and cash equivalents at end of year

$
30,742


$
6,828


$
29,428Supplemental cash flow information:Interest paid


2,526



5,201



986Gain on investment in EverQ by Q-Cells and REC






8,466



9,526Common stock issued for prepaid inventory










119,914    F-6




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    NATURE OF
    BUSINESS             F-7




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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
    A-1/P-1
    2006


2007Cash

$
3,316


$
23,362Money market funds


3,512



1,908Certificates of deposits






1,161Commercial paper






2,997Subtotal cash and cash equivalents


6,828



29,428Certificates of deposits


5,498



Asset backed securities






2,982Commercial paper


3,981



41,490Corporate bonds


33,114



25,803Subtotal marketable securities


42,593



70,275Total cash, cash equivalents and marketable securities

$
49,421


$
99,703   CONCENTRATION
    OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
   F-9




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005


2006


2007% of accounts receivableDonauer Solartechnik


15
%


14
%


NVT, LLC






33
%


PowerLight Corporation






15
%


27
%AEE Solar






11
%


4
%Sun Farms


23
%






Krannich Solartechnik


8
%






EWS GmbH & Co. KG






8
%


10
%Targray










13
%Top 5 customers


64
%


81
%


67
%   INVENTORY
  first-in,
    GUARANTOR
    ARRANGEMENTS
    Product
    Warranty
  25-year
 F-10




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Indemnification
    Agreements
    EverQ
    Debt Guarantee
    Letters
    of Credit
    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
    INCOME
    TAXES
   F-12




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  VALUE-ADDED
    TAXES
    COMPREHENSIVE
    LOSS
    STOCK-BASED
    COMPENSATION
    NET
    LOSS PER COMMON SHARE
    SEGMENT
    REPORTING
   F-13




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    USE OF
    ESTIMATES
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS
    RECENT
    ACCOUNTING PRONOUNCEMENTS
     F-14




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        3.
    INVENTORY    December 31,2006


2007Raw materials

$
3,714


$
6,468Work-in-process


804



1,014Finished goods


249



612$
4,767


$
8,094        F-15




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        4.
    FIXED
    ASSETS    UsefulLife

2006


2007Laboratory and manufacturing equipment

3-7 years

$
36,544


$
53,323Computer and office equipment

3-7 years


910



1,320Leasehold improvements

Lesser of 15 to 20 years
    or lease term


8,360



13,592Assets under construction




18,002



67,12563,816



135,360Less: Accumulated depreciation




(13,300
)


(20,719
)$
50,516


$
114,641      F-16




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      5.
    INCOME
    TAXES    2005


2006


2007Income tax benefit at US federal statutory tax rate

$
(5,904
)

$
(9,068
)

$
(5,696
)State income taxes, net of federal tax effect


(1,363
)


(1,844
)


(1,160
)Permanent items


64



1,409



1,188Other


(347
)


(724
)


(207
)Change in deferred tax asset valuation allowance


7,550



10,227



5,875$



$



$
        F-17




---



##### Table of Contents



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


2007Gross deferred tax assetsNet operating loss carryforwards

$
34,676


$
35,777Research and development credit carryforwards


1,748



2,771Capitalized R&D expenses


10,660



14,856Accrued expenses and deferred compensation


1,849



3,347Other, net


0



0Total gross deferred tax assets


48,933



56,751Less: gross deferred tax liabilitiesDepreciation


(2,679
)


(4,301
)Basis difference in EverQ investment


(3,224
)


(7,061
)Other, net


(236
)


(556
)Tax valuation allowance


(42,794
)


(44,833
)Net deferred tax asset

$



$
     6.
    CAPITAL
    STOCK       F-18




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          7.
    STOCK
    BASED COMPENSATION    Year Ended December 31,2006


2007Cost of revenue

$
420


$
617Research and development expenses


1,562



1,633Selling, general and administrative expenses


3,080



4,008Facility
    start-up






124$
5,062


$
6,382      F-19




---



##### Table of Contents



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


Net LossAttributable


Perto Common


CommonStockholders


Share(In thousands)Net loss attributable to common stockholders, as reported

$
(17,316
)

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


7



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


(3,625
)


(0.06
)Pro forma net loss attributable to common stockholders

$
(20,934
)

$
(0.35
)   Stock
    Incentive Plans
      Weighted-AverageShares


Exercise Price(in thousands)Outstanding at January 1, 2005


5,750


$
2.41Granted


1,312



6.16Exercised


(750
)


2.30Forfeited


(262
)


4.11Outstanding at December 31, 2005


6,050



3.15Granted


643



14.42Exercised


(988
)


2.51Forfeited


(396
)


12.05Outstanding at December 31, 2006


5,309



4.20Granted


16



10.63Exercised


(1,031
)


3.20Forfeited


(109
)


6.02Outstanding at December 31, 2007


4,185


$
4.43  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(in thousands)








(in thousands)$ 0.76   $ 1.60


152



4.19


$
1.32



152


$
1.321.61     1.61


1,638



5.94



1.61



1,638



1.611.68     1.95


7



5.59



1.75



7



1.752.00     2.00


563



5.88



2.00



562



2.002.08     4.55


426



5.87



2.81



310



2.844.70     7.30


699



6.92



6.37



358



6.447.59    13.97


314



7.22



9.72



245



9.8114.00    14.00


35



2.84



14.00



35



14.0015.09    15.09


335



8.15



15.09



84



15.0919.00    19.00


16



2.84



19.00



16



19.004,185



6.26


$
4.43



3,407


$
3.41       2005

2006

2007Expected options term (years)

7

6.25

6.25Risk-free interest rate

4.0%

4.9%-5.1%

5.1%Expected dividend yield

None

None

NoneVolatility

90%

130%

155%    F-21




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted-AverageGrant DateShares


Fair Value(In thousands)Outstanding at January 1, 2005





$
Granted


100



10.42Outstanding at December 31, 2005


100



10.42Granted


1,116



14.45Vested


(32
)


8.75Forfeited


(55
)


14.45Outstanding at December 31, 2006


1,129



14.25Granted


1,986



9.39Vested


(133
)


10.45Forfeited


(145
)


14.39Outstanding at December 31, 2007


2,837


$
11.02        F-22




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    EMPLOYEE
    STOCK PURCHASE PLAN  25-share
    9.
    WARRANTS      10.
    EMPLOYEES
    SAVINGS PLAN   F-23




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    COMMITMENTS  LEASES
          30-year
    2008

$
1,0742009


1,0622010


7632011


3342012


343Thereafter


14Total

$
3,590    F-24




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  OTHER
    COMMITMENTS
    12.
    SEGMENT
    INFORMATION    Segment
    Revenue and Gross Profit
    Evergreen


EverQSolar, Inc.


GmbH


Eliminations


TotalRevenue

$
101,303



54,535



(52,692
)

$
103,146Gross profit


2,681



9,261







11,942Operating loss


(29,443
)


(422
)






(29,865
)Net loss


(25,160
)


(2,358
)


849



(26,669
)Other supplemental informationInterest Income


5,659



291



(1,337
)


4,613Interest expense


4,032



3,389



(1,337
)


6,084Depreciation expense


5,136



4,175







9,311Amortization of deferred grant credits






2,004







2,004  F-25




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Geographic
    and Customer Concentration of Revenue Information
    2005


2006


2007By geography:United States


28
%


37
%


82
%Germany


63
%


48
%


7
%Spain






13
%


All other


9
%


2
%


11
%100
%


100
%


100
%By customer:PowerLight






10
%


31
%SunEdison










14
%groSolar






6
%


12
%Krannich Solartechnik


20
%


3
%


Donauer Solartechnik


19
%


13
%


1
%All other


61
%


68
%


42
%100
%


100
%


100
%   13.
    INVESTMENT
    IN EVERQ      For the Year Ended December 31,2005


2006


2007Revenue

$



$
59,295


$
193,613Cost of goods sold






51,160



159,781Other expenses


4,458



9,006



27,320Net income (loss)


(4,458
)


(871
)


6,512   As of December 31,2006


2007Current assets

$
125,232


$
205,460Non-current assets


144,279



350,155Current liabilities


100,471



141,068Non  current liabilities


80,763



282,293  F-26




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Evergreen
    Solar Loans to EverQ
    Date of Loan

Principal (EUR)


Principal (USD)


Interest Rate


Date DueJanuary 25, 2007


30,000,000


$
43,809,000



5.43
%


December 31, 2009   14.
    LINE OF
    CREDIT        15.
    LONG TERM
    DEBT     F-27




---



##### Table of Contents



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


100.625On July 1, 2012


100.000   Put
    Option
    Call
    Options
    16.
    RELATED
    PARTY TRANSACTIONS     F-28




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    17.
    SUBSEQUENT
    EVENTS  Entry
    into New Polysilicon Supply Agreement with DC
    Chemical
    Public
    Offering
   F-29




---



##### Table of Contents



EVERGREEN
    SOLAR, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    UNAUDITED
    QUARTERLY RESULTS    QUARTERLY
    STATEMENT OF OPERATIONS
  Apr 1,


Jul 1,


Sept 30,


Dec 31,


Mar 31,


Jun 30,


Sept 29,


Dec 31,2006


2006


2006


2006


2007


2007


2007


2007(In thousands, except per share data)UnauditedRevenues:Product

$
11,566


$
22,048


$
36,231


$
32,407


$
12,627


$
13,407


$
15,383


$
16,917Royalty and fee


















1,471



1,985



2,807



5,269Total revenues


11,566



22,048



36,231



32,407



14,098



15,392



18,190



22,186Cost of revenue


13,008



21,121



30,525



25,656



11,269



11,952



13,660



15,957Gross profit (loss)


(1,442
)


927



5,706



6,751



2,829



3,440



4,530



6,229Operating expenses:Research and development


4,010



3,800



4,511



6,069



5,224



5,144



5,381



4,845Selling, general and administrative


4,583



6,554



5,272



5,481



4,740



5,536



5,079



5,253Facility
    start-up


























358



1,046Loss on disposal of fixed assets














1,526















Total operating expenses


8,593



10,354



9,783



13,076



9,964



10,680



10,818



11,144Operating loss


(10,035
)


(9,427
)


(4,077
)


(6,325
)


(7,135
)


(7,240
)


(6,288
)


(4,915
)Other income (expense), netForeign exchange gains (losses), net


540



1,419



148



1,215



599



145



(133
)


(167
)Interest income


1,339



1,264



917



1,093



1,250



2,160



3,268



3,096Interest expense


(1,461
)


(1,650
)


(1,763
)


(1,210
)


(909
)


(927
)


(914
)


(662
)Other income (expense), net


418



1,033



(698
)


1,098



940



1,378



2,221



2,267Loss before minoritiy interest and equity income


(9,617
)


(8,394
)


(4,775
)


(5,227
)


(6,195
)


(5,862
)


(4,067
)


(2,648
)Minority interest in EverQ


1,483



929



(828
)


(735
)














Equity income (loss) from interest in EverQ














495



(24
)


(1,646
)


404



3,436Net income (loss)

$
(8,134
)

$
(7,465
)

$
(5,603
)

$
(5,467
)

$
(6,219
)

$
(7,508
)

$
(3,663
)

$
788Net income (loss) per share:Basic

$
(0.13
)

$
(0.11
)

$
(0.08
)

$
(0.08
)

$
(0.09
)

$
(0.09
)

$
(0.04
)

$
0.01Diluted

$
(0.13
)

$
(0.11
)

$
(0.08
)

$
(0.08
)

$
(0.09
)

$
(0.09
)

$
(0.04
)

$
0.01Weighted average shares used in computing basic and diluted net
    income (loss) per share:Basic


63,771



65,789



66,127



66,880



67,001



82,562



98,343



98,802Diluted


63,771



65,789



66,127



66,880



67,001



82,562



98,343



102,656  F-30




---



##### 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, 2005Reserves and allowances deducted from assets accounts:Income tax valuation allowance

$
22,537



7,550



(1,141
)

$
28,946Allowance for doubtful accounts & sales discounts


84



(19
)






65Year ended December 31, 2006Reserves and allowances deducted from assets accounts:Income tax valuation allowance


28,946



10,227



3,621



42,794Allowance for doubtful accounts


65



35







100Year ended December 31, 2007Reserves and allowances deducted from assets accounts:Income tax valuation allowance


42,794



5,875



(3,836
)


44,833Allowance for doubtful accounts


100



(1
)


(14
)


85  F-31




---



##### Table of Contents



Schedule 1 
    Condensed Financial Information of the Registrant
    Condensed Balance Sheet December 31,2006(In thousands, exceptshare data)ASSETSTotal current assets

$
81,994Restricted cash


414Investment in and advances to EverQ


70,460Deferred financing costs


2,434Fixed assets, net


50,516Other assets


1,433Total assets


207,251LIABILITIES AND STOCKHOLDERS EQUITYTotal current liabilities


24,404Subordinated convertible notes


90,000Stockholders equityCommon stock, $0.01 par value, 100,000,000 shares
    authorized, 68,066,204 issued and outstanding


681Additional paid-in capital


211,053Accumulated deficit


(119,678
)Accumulated other comprehensive income


791Total stockholders equity


92,847Total liabilities and stockholders equity

$
207,251  F-32




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##### Table of Contents



Schedule 1 
    Condensed Financial Information of the Registrant
  Condensed
    Statements of Operations
   For the Years Ended December 31,2005


2006(In thousands, except per share data)Product revenues

$
43,627


$
44,866Cost of revenues


39,954



42,184Gross profit


3,673



2,682Operating expenses:Research and development


9,348



17,109Selling, general and administrative


9,678



16,339Loss on disposal of fixed assets






1,526Total operating expenses


19,026



34,974Operating loss


(15,353
)


(32,292
)Other income, net


1,298



3,787Equity income from interest in EverQ






495Net loss

$
(14,055
)

$
(28,010
)Net loss per share (basic and diluted)

$
(0.24
)

$
(0.43
)Weighted average shares used in computing basic and diluted net
    loss per share


59,631



65,662  F-33




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##### Table of Contents



Schedule 1 
    Condensed Financial Information of the Registrant
    Condensed Statements of Cash Flows
 For the Years Ended December 31,2005


2006(In thousands)Net cash used in operating activities

$
(11,477
)

$
(17,431
)Net cash used in investing activities


(118,126
)


(21,936
)Net cash provided by financing activities


154,142



16,277Net increase (decrease) in cash and cash equivalents


24,539



(23,090
)Cash and cash equivalents at beginning of year


5,379



29,918Cash and cash equivalents at end of year

$
29,918


$
6,828  F-34




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##### Table of Contents



SIGNATURES
      By:
    /s/  Richard
    M. Feldt       POWER OF
    ATTORNEY
  Form 10-K
    Name

Title

Date/s/  Richard
    M. FeldtRichard
    M. Feldt

Chief Executive Officer,
    President and Chairman of the Board (Principal Executive Officer)

February 27, 2008/s/  Michael
    El-HillowMichael
    El-Hillow

Chief Financial Officer and Secretary (Principal Financial and
    Accounting Officer)

February 27, 2008/s/  Allan
    H. CohenAllan
    H. Cohen

Director

February 27, 2008/s/  Edward
    C. GradyEdward
    C. Grady

Director

February 27, 2008/s/  Dr.
    Peter W. CowdenDr.
    Peter W. Cowden

Director

February 27, 2008/s/  Tommy
    CadwellTommy
    Cadwell

Director

February 27, 2008  II-1




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##### Table of Contents



EXHIBIT INDEX
  Number

Description3
.1(A)

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

Second Amended and Restated By-laws (Exhibit 3.3)3
.3(1)

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(1)

Certificate of the Powers, Designations, Preferences and Rights
    of the Series A Convertible Preferred Stock of the
    Registrant (Exhibit 4.4)3
.5(2)

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)3
.6(3)

Certificate of Amendment of Third Amendment and Restated
    Certificate of Incorporation filed with the Secretary of State
    of Delaware on January 8, 2007 (Exhibit 3.1)3
.7(4)

Certificate of Designations of Rights, Preferences and
    Privileges of Series B Preferred Stock of the Registrant
    (Exhibit 3.4)4
.1(5)

Indenture between the Registrant and U.S. Bank National
    Association, as Trustee, dated June 29, 2005
    (Exhibit 4.4)4
.2(5)

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

1994 Stock Option Plan (Exhibit 10.1)10
.2(6)§

Amended and Restated 2000 Stock Option and Incentive Plan
    (Exhibit 99.1)10
.3(6)§

Amended and Restated 2000 Employee Stock Purchase Plan
    (Exhibit 99.2)10
.4(A)§

Lease Agreement between the Registrant and W9/TIB Real Estate
    Limited Partnership, dated January 31, 2000, as amended
    (Exhibit 10.5)10
.5(A)§

Form of Indemnification Agreement between Registrant and each of
    its directors and executive officers (Exhibit 10.9)10
.6(7)

Stock and Warrant Purchase Agreement, dated June 16, 2004
    (Exhibit 10.1)10
.7(7)

Warrant Agreement, dated June 21, 2004 (Exhibit 10.2)10
.8(7)

Form of Warrants (Exhibit 10.3)10
.9(7)

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

Master Joint Venture Agreement by and among the Registrant,
    Q-Cells AG (Q-Cells), Renewable Energy Corporation
    ASA (REC) and EverQ GmbH (EverQ), dated
    November 4, 2005 (Exhibit 10.17)10
.11(8)

Technology Co-Operation Agreement by and between the Registrant
    and REC, dated November 24, 2005 (Exhibit 10.19)10
.12(9)§

Evergreen Solar, Inc. Management Incentive Policy
    (Exhibit 10.20)10
.13(5)

Registration Rights Agreement by and between the Registrant and
    SG Cowen & Co., LLC, as representative of the Initial
    Purchasers, dated June 29, 2005 (Exhibit 10.21)10
.14(10)

Memorandum of Understanding by and among the Registrant,
    Q-Cells, EverQ and REC, dated June 5, 2006
    (Exhibit 10.1)10
.15(11)

Amendment to the Master Joint Venture Agreement by and among the
    Registrant, Q-Cells, REC, REC Solar Grade Silicon LLC and EverQ,
    dated September 29, 2006 (Exhibit 10.26)10
.16(11)

Sales Representative Agreement by and between the Registrant and
    EverQ, dated September 29, 2006 (Exhibit 10.27)10
.17(11)

Amended and Restated License and Technology Transfer Agreement
    by and between the Registrant and EverQ, dated
    September 29, 2006 (Exhibit 10.18)10
.18(12)

Loan and Security Agreement between Silicon Valley Bank and the
    Registrant, dated April 6, 2007 (Exhibit 10.1)10
.19(13)

Stock Purchase Agreement by and between the Registrant and DC
    Chemical Co., Ltd. (DC Chemical), dated
    April 17, 2007 (Exhibit 10.1)10
.20(13)

Stockholders Agreement by and between the Registrant and DC
    Chemical, dated April 17, 2007 (Exhibit 10.2)




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##### Table of Contents



Number

Description10
.21(14)

Supply Agreement by and between the Registrant and DC Chemical,
    dated April 17, 2007 (Exhibit 10.3)10
.22(15)

Guarantee and Undertaking of the Registrant, dated
    April 30, 2007 (Exhibit 10.1)10
.23(15)

Addendum to the Amended and Restated License and Technology
    Transfer Agreement between the Registrant and EverQ, dated
    April 30, 2007 (Exhibit 10.2)10
.24(16)§

Change of Control Severance Agreement, dated as of June 14,
    2007, between the Registrant and Richard M. Feldt
    (Exhibit 10.1)10
.25(16)§

Change of Control Severance Agreement, dated as of June 14,
    2007, between the Registrant and Michael El-Hillow
    (Exhibit 10.2)10
.26(16)§

Change of Control Severance Agreement, dated as of June 14,
    2007, between the Registrant and Brown F. Williams
    (Exhibit 10.3)10
.27(16)§

Change of Control Severance Agreement, dated as of June 14,
    2007, between the Registrant and Richard G. Chleboski
    (Exhibit 10.4)10
.28(16)§

Change of Control Severance Agreement, dated as of June 14,
    2007, between the Registrant and Dr. J. Terry Bailey
    (Exhibit 10.5)10
.29(16)§

Change of Control Severance Agreement, dated as of June 14,
    2007, between the Registrant and Gary T. Pollard
    (Exhibit 10.6)10
.30(17)§

Change of Control Severance Agreement, dated as of July 30,
    2007, between the Registrant and Rodolfo Archbold
    (Exhibit 10.1)10
.31(18)§

Change of Control Severance Agreement, dated effective as of
    January 21, 2008, between the Registrant and Carl
    Stegerwald (Exhibit 10.1)10
.32(19)

Amendment of Master Joint Venture Agreement by and among the
    Registrant, Q-Cells, REC and EverQ, dated October 23, 2007
    (Exhibit 10.1)10
.33(20)

Supply Agreement between the Registrant and Wacker Chemie AG,
    effective as of August 31, 2007 (Exhibit 10.1)10
.34*

Supply Agreement between the Registrant and Solaricos Trading
    Ltd., dated as of October 24, 200710
.35*

Memorandum of Understanding by and among the Registrant, EverQ,
    Q-Cells and REC, dated as of October 25, 200710
.36*

Lease Agreement between the Registrant and the Massachusetts
    Development Finance Agency (MDFA), dated
    November 20, 200710
.37*

Project Grant Agreement between the Registrant and MDFA, dated
    November 20, 2008.10
.38*

Project Grant Agreement between the Registrant and Massachusetts
    Technology Park Corporation, dated November 20, 200810
.39*

Agreement for the Sale and Purchase of Solar Grade Silicon
    between the Registrant and Silicium de Provence S.A.S.
    (Silpro), dated December 7, 200710
.40*

Subordinated Loan Agreement between the Registrant and Silpro,
    dated December 7, 200710
.41*

Supply Agreement by and between the Registrant and DC Chemical,
    dated January 30, 200823
.1*

Consent of PricewaterhouseCoopers LLP, an Independent Registered
    Public Accounting Firm23
.2*

Consent of Leipzig, Germany PricewaterhouseCoopers AG24
.1*

Power of Attorney (see signature page)31
.1*

Certification of the Chief Executive Officer 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 200231
.2*

Certification of the Chief Financial Officer 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 200232
.1*

Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(d)
    and
    Rule 15d-14(d)
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002




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##### Table of Contents



Number

Description32
.2*

Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(d)
    and
    Rule 15d-14(d)
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200299
.1*

EverQ GmbH balance sheet for the period ended December 31,
    200699
.2*

EverQ GmbH income statement for the period December 20 to
    December 31, 200699
.3*

EverQ GmbH cash flow for the period December 20 to
    December 31, 200699
.4*

EverQ GmbH notes to the financial statements for the period
    December 20 to December 31, 200699
.5*

Opinion Letter, Leipzig, Germany PricewaterhouseCoopers AG     *
    
    Filed herewith.
    
    Confidential treatment granted as to certain portions.
    
    Confidential treatment requested as to certain portions.§
    
    Indicates a management contract or compensatory plan, contract
    or arrangement.(A)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Registration Statement on
    Form S-1,
    initially filed on August 4, 2000. The number given in
    parenthesis indicates the corresponding exhibit number in such
    Form S-1.(1)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Registration Statement on
    Form S-8,
    dated June 9, 2003. The number given in parenthesis
    indicates the corresponding exhibit number in such Form
    S-8.(2)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Registration Statement on
    Form S-3
    filed on October 21, 2004. The number given in parenthesis
    indicates the corresponding exhibit number in such
    Form S-3.(3)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated January 2, 2007 and filed on January 8, 2007.
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form 8-K.(4)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Registration Statement on
    Form S-3,
    dated May 16, 2007. 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
    Registrants Current Report on
    Form 8-K,
    dated June 23, 2005 and filed on June 29, 2005. The
    number given in parenthesis indicates the corresponding exhibit
    number in such
    Form 8-K.(6)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated July 15, 2005 and filed on July 21, 2005. The
    number given in parenthesis indicates the corresponding exhibit
    number in such
    Form 8-K.(7)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated June 21, 2004 and filed on June 22, 2004. 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
    Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2005 filed on
    March 16, 2006. The number given in parenthesis indicates
    the corresponding exhibit number in such
    Form 10-K.(9)
    
    Incorporated herein by reference to the exhibits to the
    Registrants 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.(10)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated June 5, 2006 and filed on June 9, 2006. The
    number given in parenthesis indicates the corresponding exhibit
    number in such
    Form 8-K.




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##### Table of Contents



(11)
    
    Incorporated herein by reference by reference to exhibits to the
    Registrants Quarterly Report on
    Form 10-Q
    for the period ended September 30, 2006 filed on
    November 7, 2006. The number given in parenthesis indicated
    the corresponding exhibit number in such
    Form 10-Q.(12)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated April 6, 2007 and filed on April 10, 2007. The
    number given in parenthesis indicates the corresponding exhibit
    number in such
    Form 8-K.(13)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated April 17, 2007 and filed on April 17, 2007. The
    number given in parenthesis indicates the corresponding exhibit
    number in such
    Form 8-K.(14)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K/A,
    dated April 17, 2007 and filed on April 23, 2007. The
    number given in parenthesis indicates the corresponding exhibit
    number in such
    Form 8-K/A.(15)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated April 30, 2007 and filed on May 4, 2007. The
    number given in parenthesis indicates the corresponding exhibit
    number in such
    Form 8-K.(16)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated June 14, 2007 and filed on June 20, 2007. The
    number given in parenthesis indicates the corresponding exhibit
    number in such
    Form 8-K.(17)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated July 30, 2007 and filed on August 2, 2007. The
    number given in parenthesis indicates the corresponding exhibit
    number in such
    Form 8-K.(18)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated January 18, 2008 and filed on January 22, 2008.
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form 8-K.(19)
    
    Incorporated herein by reference to the exhibits to the
    Registrants Current Report on
    Form 8-K,
    dated October 23, 2007 and filed on October 29, 2007.
    The number given in parenthesis indicates the corresponding
    exhibit number in such
    Form 8-K.(20)
    
    Incorporated herein by reference by reference to exhibits to the
    Registrants Quarterly Report on
    Form 10-Q
    for the period ended September 30, 2007 filed on
    November 8, 2007. The number given in parenthesis indicated
    the corresponding exhibit number in such
    Form 10-Q.