##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 1, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 COMMISSION FILE NUMBER 000-31687
 EVERGREEN SOLAR, INC.
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 DELAWARE
    
    04-3242254(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)138 BARTLETT STREETMARLBORO, MASSACHUSETTS
    
    01752(Address of principal executive offices)
    
    (Zip Code)
 (508) 357-2221  (REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
 (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)
 Yes þ No o
 o þ o
 Yes o No þ




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##### Table of Contents



EVERGREEN SOLAR, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED APRIL 1, 2006
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATION
    
    
    4ITEM 1. FINANCIAL STATEMENTS
    
    
    4Condensed Consolidated Balance Sheets
    
    
    4Condensed Consolidated Statements of Operations
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    15ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    
    
    19ITEM 4. CONTROLS AND PROCEDURES
    
    
    20PART II. OTHER INFORMATION
    
    
    20ITEM 1. LEGAL PROCEEDINGS
    
    
    20ITEM 1A. RISK FACTORS
    
    
    20ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    37ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    37ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    37ITEM 5. OTHER INFORMATION
    
    
    37ITEM 6. EXHIBITS
    
    
    37SIGNATURES
    
    
    40EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification CEOEX-32.2 Section 906 Certification of CFO
 2




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##### Table of Contents



CONCERNS REGARDING FORWARD-LOOKING STATEMENTS
 This Quarterly Report on Form 10-Q, including Managements Discussion and Analysis of Financial
Condition and Results of Operations in Item 2 of
Part I and Risk Factors in Item 1A of
Part II of this report, contains forward-looking
statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever
materialize or the assumptions prove incorrect, the results of the Company may differ materially
from those expressed or implied by such forward-looking statements and assumptions. All statements
other than statements of historical fact are statements that could be deemed forward-looking
statements, including but not limited to statements regarding the Companys future growth, revenue,
earnings and gross margins improvement; future warranty expenses; benefits and expenses resulting
from EverQ; contributions by our strategic partners Q-Cells AG and Renewable Energy Corporation to
EverQ and the successful integration of our proprietary technologies; our future equity ownership
position in EverQ; receipt of public grant awards; capital requirements to respond to competitive
pressures and acquire complementary businesses and necessary technologies; pursuit of future
research contracts that are not part of our current ongoing research activities; costs associated
with research and development, building or improving manufacturing facilities, general and
administrative expenses, business growth and our status as a public company; shifts in our
geographic product revenue mix; international expansion of strategic partnerships, manufacturing
operations and distribution networks; operating efficiency of manufacturing facilities including
increases in manufacturing scale and technological improvements; the occurrence of and the use of
proceeds from sales of our securities; the sufficiency of our cash, cash equivalents, marketable
securities and borrowings available under our revolving credit facility to satisfy our anticipated
cash requirements; sufficiency of our insurance levels for product liability claims; payment of
cash dividends; use of derivative financial instruments to manage foreign currency exchange risks;
the potential impact of our critical accounting policies and changes in financial accounting
standards or practices; the Companys plans for the EverQ facility; the Companys goal of
transitioning to thin wafer production and the expected timing and results of such transition; the
expected timing of the EverQ facility becoming fully operational; the expected demand for solar
energy; expectations regarding product performance and cost and technological competitiveness;
expectations regarding future silicon supply from Renewable Energy Corporation and the Companys
ability to enter into additional contracts to secure its silicon supply; the anticipated benefits
of the Companys String Ribbon technology; the making of strategic investments and the expectation
of future benefit from them; the development of the quad technology platform and its potential
effects on crystal growth; the Companys position in the solar power market; and the Companys
ability to reduce the costs of producing solar products and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These statements may be
identified with such words as we expect, we believe, we anticipate or similar indications of
future expectations. These statements are neither promises nor guarantees and involve risks and
uncertainties, which could cause our actual results to differ materially from such forward-looking
statements. Such risks and uncertainties may include, among other things, macroeconomic and
geopolitical trends and events, the execution and performance of contracts by customers, suppliers
and partners, and other risks and uncertainties described herein, including but not limited to the
items discussed in Managements Discussion and Analysis of Financial Condition and Results of
Operations in
Item 2 of Part I and Risk Factors in Item 1A of Part II of this
report and that are otherwise described from time to time in our filings with the Securities and
Exchange Commission (SEC), copies of which may be
accessed through the SECs web site at
http://www.sec.gov. We caution readers not to place undue reliance on any forward-looking
statements contained in this Quarterly Report, which speak only as of the date of this Quarterly
Report. We disclaim any obligation to publicly update or revise any such statements to reflect any
change in our expectations, or events, conditions, or circumstances on which any such statements
may be based, or that may affect the likelihood that actual results will differ from those set
forth in such forward-looking statements.
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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 Evergreen Solar, Inc.
 
 Condensed Consolidated Balance Sheets
 (in thousands, except share data)
 (unaudited)
 December 31,
    
    
    April 1,2005
    
    
    2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    30,742
    
    
    $
    40,689Marketable securities
    
    
    85,465
    
    
    
    73,007Accounts receivable, net of allowances for doubtful accounts and sales discounts
of $65 and $59 at December 31, 2005 and April 1, 2006, respectively
    
    
    4,124
    
    
    
    5,832Grants receivable
    
    
    16,295
    
    
    
    21,753Inventory
    
    
    3,634
    
    
    
    6,128Interest receivable
    
    
    541
    
    
    
    749Other current assets
    
    
    4,052
    
    
    
    6,535Total current assets
    
    
    144,853
    
    
    
    154,693Deposits
    
    
    8,217
    
    
    
    511Restricted cash
    
    
    1,582
    
    
    
    1,974Deferred financing costs
    
    
    2,877
    
    
    
    2,767Fixed assets, net
    
    
    71,430
    
    
    
    98,717Total assets
    
    $
    228,959
    
    
    $
    258,662Liabilities, minority interest and stockholders equityCurrent liabilities:Accounts payable
    
    $
    12,210
    
    
    $
    13,080Short term borrowings
    
    
    4,131
    
    
    
    14,558Other accrued expenses
    
    
    1,625
    
    
    
    5,406Accrued employee compensation
    
    
    1,778
    
    
    
    1,481Accrued debt interest
    
    
    
    
    
    
    1,140Accrued warranty
    
    
    705
    
    
    
    705Total current liabilities
    
    
    20,449
    
    
    
    36,370Subordinated convertible notes
    
    
    90,000
    
    
    
    90,000Deferred grants
    
    
    16,284
    
    
    
    21,204Other long-term debt
    
    
    3,553
    
    
    
    9,705Total liabilities
    
    
    130,286
    
    
    
    157,279Minority interest in EverQ
    
    
    11,223
    
    
    
    10,000Stockholders equity:Common stock, $0.01 par value, 100,000,000 shares authorized,
61,965,231 and 66,161,031 issued and outstanding at December 31, 2005
and April 1, 2006, respectively
    
    
    620
    
    
    
    663Additional paid-in capital
    
    
    182,345
    
    
    
    192,915Accumulated deficit
    
    
    (93,009
    )
    
    
    (101,149
    )Deferred compensation
    
    
    (1,036
    )
    
    
    Accumulated other comprehensive loss
    
    
    (1,470
    )
    
    
    (1,046
    )Total stockholders equity
    
    
    87,450
    
    
    
    91,383Total liabilities, minority interest and stockholders equity
    
    $
    228,959
    
    
    $
    258,662
  4




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Evergreen Solar, Inc.
 
 Condensed Consolidated Statements of Operations
 (in thousands, except per share data)
 (unaudited)
 Quarter EndedApril 2,
    
    
    April 1,2005
    
    
    2006Revenues:Product revenues
    
    $
    10,287
    
    
    $
    11,566Research revenues
    
    
    235
    
    
    
    325Total revenues
    
    
    10,522
    
    
    
    11,891Cost of revenue:Product revenue costs
    
    
    9,936
    
    
    
    13,016Research revenue costs
    
    
    235
    
    
    
    325Total cost of revenue
    
    
    10,171
    
    
    
    13,341Gross margin
    
    
    351
    
    
    
    (1,450
    )Operating expenses:Research and development expenses
    
    
    2,090
    
    
    
    4,193Selling, general and administrative expenses
    
    
    1,960
    
    
    
    4,399Total operating expenses
    
    
    4,050
    
    
    
    8,592Operating loss
    
    
    (3,699
    )
    
    
    (10,042
    )Other incomeForeign exchange gains, net
    
    
    280
    
    
    
    540Interest income
    
    
    175
    
    
    
    1,339Interest expense
    
    
    (17
    )
    
    
    (1,461
    )Loss from operations before minority interest
    
    
    (3,261
    )
    
    
    (9,624
    )Minority interest in EverQ
    
    
    41
    
    
    
    1,484Net loss
    
    $
    (3,220
    )
    
    $
    (8,140
    )Net loss per share (basic and diluted)
    
    $
    (0.06
    )
    
    $
    (0.13
    )Weighted average shares used in computing basic and diluted
net loss per share
    
    
    54,914
    
    
    
    63,771
  5




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##### Table of Contents



Evergreen Solar, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
 (unaudited)
 Quarter endedApril 2,
    
    
    April 1,2005
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (3,220
    )
    
    $
    (8,140
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation expense
    
    
    867
    
    
    
    1,465Amortization of deferred grant credits
    
    
    
    
    
    
    (58
    )Loss on disposal of fixed assets
    
    
    
    
    
    
    15Minority interest in EverQ
    
    
    (41
    )
    
    
    (1,484
    )Amortization of convertible debt financing costs
    
    
    
    
    
    
    110Bad debt expense and provision for early payment discounts
    
    
    (27
    )
    
    
    (6
    )Amortization (accretion) of bond premiums
    
    
    6
    
    
    
    (377
    )Compensation expense associated with employee stock options
    
    
    
    
    
    
    1,168Changes in
operating assets and liabilities:Accounts receivable
    
    
    1,194
    
    
    
    (1,701
    )Interest payable
    
    
    
    
    
    
    1,139Inventory
    
    
    (245
    )
    
    
    (2,466
    )Interest receivable
    
    
    (144
    )
    
    
    (209
    )Other current assets
    
    
    (360
    )
    
    
    (2,874
    )Accounts payable
    
    
    (741
    )
    
    
    671Accrued expenses
    
    
    (1,223
    )
    
    
    3,453Net cash used in operating activities
    
    
    (3,934
    )
    
    
    (9,294
    )Cash flows from investing activities:Purchases of fixed assets
    
    
    (942
    )
    
    
    (27,577
    )Decrease in deposits on fixed assets under construction
    
    
    
    
    
    
    7,872Increase in restricted cash
    
    
    
    
    
    
    (360
    )Purchases of marketable securities
    
    
    (10,892
    )
    
    
    (18,954
    )Proceeds from sale and maturity of marketable securities
    
    
    557
    
    
    
    31,750Net cash
used in investing activities
    
    
    (11,277
    )
    
    
    (7,269
    )Cash flows from financing activities:Financing costs on issuance of common stock
    
    
    (4,396
    )
    
    
    Proceeds from the issuance of common stock, net of offering costs
    
    
    66,731
    
    
    
    Increase in long-term debt
    
    
    
    
    
    
    6,044Increase in short-term debt
    
    
    
    
    
    
    10,187Capital contribution to EverQ from minority interest holder
    
    
    614
    
    
    
    Proceeds from exercise of warrants
    
    
    
    
    
    
    9,388Proceeds from exercise of stock options, and
shares purchased under Employee Stock Purchase Plan
    
    
    17
    
    
    
    1,094Net cash flow provided by financing activities
    
    
    62,966
    
    
    
    26,713Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    (203
    )Net increase in cash and cash equivalents
    
    
    47,755
    
    
    
    9,947Cash and cash equivalents at beginning of period
    
    
    5,379
    
    
    
    30,742Cash and cash equivalents at end of period
    
    $
    53,134
    
    
    $
    40,689
  6




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Evergreen Solar, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 (unaudited)
 1. Basis of Presentation
      Stock-based Compensation
  7




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##### Table of Contents



2. Net Loss per Common Share
  3. Inventory
  December 31,
    
    
    April 1,2005
    
    
    2006Raw materials
    
    $
    2,929
    
    
    $
    4,150Work-in-process
    
    
    519
    
    
    
    1,842Finished goods
    
    
    186
    
    
    
    136$
    3,634
    
    
    $
    6,128
 4. Fixed Assets
  Useful

    
    December 31,
    
    
    April 1,Life

    
    2005
    
    
    2006Laboratory and manufacturing equipment
    
    3-7 years
    
    $
    29,046
    
    
    $
    54,942Computer and office equipment
    
    3-7 years
    
    
    1,235
    
    
    
    1,525Leasehold improvements
    
    Lesser of 15 to 20years or lease term
    
    
    8,360
    
    
    
    8,360Assets under construction
    
    
    
    
    
    
    43,199
    
    
    
    45,71881,840
    
    
    
    110,545Less: Accumulated depreciation
    
    
    
    
    
    
    (10,410
    )
    
    
    (11,828
    )$
    71,430
    
    
    $
    98,717
 5. Guarantor Arrangements
  Product Warranty
  8




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##### Table of Contents



Indemnification Agreements
  EverQ Debt Guarantee
  Letters of Credit
  6. Stock Based Compensation
  Quarter EndedApril 1, 2006Cost of product revenues
    
    $
    113Research and development expenses, including costs of research revenues
    
    
    329Selling, general and administrative expenses
    
    
    726Total
    
    $
    1,168
  9




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##### Table of Contents



Quarter EndedApril 1, 2006Expected option term (years)
    
    
    6.25Expected volatility factor
    
    
    130
    %Risk-free interest rate
    
    
    4.9
    %Expected annual dividend yield
    
    
    0
    %
    Quarter EndedApril 2, 2005Net LossPerBasic & DilutedNet Loss
    
    
    ShareNet loss as reported
    
    $
    (3,220
    )
    
    $
    (0.06
    )Deduct: Total stock-based employee compensation expense determined under
the fair-value-based method for all awards
    
    
    (710
    )
    
    
    (0.01
    )Pro forma net loss
    
    $
    (3,930
    )
    
    $
    (0.07
    )
  Quarter EndedApril 2, 2005Expected option term (years)
    
    
    7.00Expected volatility factor
    
    
    90
    %Risk-free interest rate
    
    
    4.0
    %Expected annual dividend yield
    
    
    0
    %
 10




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##### Table of Contents



Stock Incentive Plans
   Weighted-AverageShares
    
    
    Exercise PriceOutstanding at January 1 , 2006
    
    
    6,049,529
    
    
    $
    3.15Granted
    
    
    583,000
    
    
    
    14.71Exercised
    
    
    (400,231
    )
    
    
    2.36Terminated
    
    
    (137,250
    )
    
    
    2.85Outstanding at April 1, 2006
    
    
    6,095,048
    
    
    $
    4.36
  Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRange of
    
    
    
    
    
    
    Remaining
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    Number
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExercisePrices
    

    
    Outstanding
    
    
    Life (Years)
    
    
    Price
    
    
    Exercisable
    
    
    Price$
    0.43
    
    
    
    
    
    
    $
    1.60
    
    
    
    464,562
    
    
    
    5.62
    
    
    $
    1.28
    
    
    
    300,562
    
    
    $
    1.141.61
    
    
    
    
    
    
    
    1.61
    
    
    
    1,738,000
    
    
    
    7.69
    
    
    
    1.61
    
    
    
    738,000
    
    
    
    1.611.68
    
    
    
    
    
    
    
    2.17
    
    
    
    1,220,779
    
    
    
    7.23
    
    
    
    2.01
    
    
    
    641,525
    
    
    
    2.032.19
    
    
    
    
    
    
    
    6.50
    
    
    
    1,232,051
    
    
    
    7.96
    
    
    
    3.79
    
    
    
    552,856
    
    
    
    3.666.51
    
    
    
    
    
    
    
    19.00
    
    
    
    1,439,656
    
    
    
    8.90
    
    
    
    11.17
    
    
    
    382,895
    
    
    
    10.066,095,048
    
    
    
    7.78
    
    
    $
    4.36
    
    
    
    2,615,838
    
    
    $
    3.33
   Weighted-AverageGrant-dateNonvested Shares
    
    Shares
    
    
    Fair ValueNonvested at January 1, 2006
    
    
    100,000
    
    
    $
    10.42Granted
    
    
    988,586
    
    
    
    14.92Vested
    
    
    (1,061
    )
    
    
    16.20Terminated
    
    
    
    
    
    
    Nonvested at April 1, 2006
    
    
    1,087,525
    
    
    $
    14.51
  11




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##### Table of Contents



7. Stockholders Equity
    8. EverQ GmbH
  As ofDecember 31,
    
    
    April 1,2005
    
    
    2006Cash
    
    $
    824
    
    
    $
    568Grants receivable
    
    
    16,295
    
    
    
    21,753Inventory
    
    
    317
    
    
    
    2,659Other current assets
    
    
    2,233
    
    
    
    4,817Current assets
    
    
    19,669
    
    
    
    29,797Fixed assets
and deposits on fixed assets under construction
    
    
    50,126
    
    
    
    66,661Restricted cash
    
    
    1,168
    
    
    
    1,560Total assets
    
    $
    70,963
    
    
    $
    98,018Accounts payable and accrued expenses
    
    $
    11,054
    
    
    $
    14,931Current portion of long-term debt
    
    
    5,343
    
    
    
    14,558Current liabilities
    
    
    16,397
    
    
    
    29,489Deferred grants
    
    
    16,284
    
    
    
    21,204Long-term debt
    
    
    7,105
    
    
    
    19,547Total liabilities
    
    $
    39,786
    
    
    $
    70,240Shareholders equity
    
    $
    31,177
    
    
    $
    27,778Total liabilities & stockholders equity
    
    $
    70,963
    
    
    $
    98,018
 Quarter endedApril 2, 2005
    
    April 1, 2006Net loss
    
    $
    164
    
    
    $
    4,121
  12




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##### Table of Contents



9. Segment Information
  Quarter EndedApril 2,
    
    April 1,2005
    
    2006By geography:U.S. distributors
    
    
    25
    %
    
    
    31
    %U.S. Government (research revenue)
    
    
    2
    %
    
    
    3
    %Germany
    
    
    68
    %
    
    
    64
    %All other
    
    
    5
    %
    
    
    2
    %100
    %
    
    
    100
    %By customer:Krannich Solartechnik
    
    
    30
    %
    
    
    11
    %Donauer Solartechnik
    
    
    18
    %
    
    
    17
    %All other
    
    
    52
    %
    
    
    72
    %100
    %
    
    
    100
    %
 10. Accumulated Other Comprehensive Loss
  Quarter EndedApril 2,
    
    
    April 1,2005
    
    
    2006Net loss
    
    $
    (3,220
    )
    
    $
    (8,140
    )Other comprehensive income (loss):Unrealized gain (loss) on marketable securities
    
    
    (16
    )
    
    
    (38
    )Cumulative translation adjustments
    
    
    
    
    
    
    462Total comprehensive loss
    
    $
    (3,236
    )
    
    $
    (7,716
    )
 11. Long-Term Debt
  Redemption Period
    
    Price (%)Beginning on
July 1, 2010 and ending on June 30,
2011
    
    
    101.250Beginning on
July 1, 2011 and ending on June 30,
2012
    
    
    101.625On July 1, 2012
    
    
    100.000
  13




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##### Table of Contents



EverQ Long-term Debt
  Evergreen Solar Loan to EverQ
  12. Recent Accounting Pronouncements
  14




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion should be read in conjunction with the Condensed Consolidated Financial
Statements and the related notes that appear elsewhere in this document.
 EXECUTIVE OVERVIEW
 tm
    CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  15




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Warranty
  Sales Discount Allowance
  Stock-based Compensation
  RESULTS OF OPERATIONS
 Revenues.
 Cost of product revenues.
 Research and development expenses, including cost of research revenues.
 16




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##### Table of Contents



Selling, general and administrative expenses.
 Minority interest.
 Comparison of Quarters Ended April 1, 2006 and April 2, 2005
 Revenues .
   Quarter EndedApril 2,
    
    April 1,2005
    
    2006By geography:U.S. distributors
    
    
    25
    %
    
    
    31
    %U.S. Government (research revenue)
    
    
    2
    %
    
    
    3
    %Germany
    
    
    68
    %
    
    
    64
    %All other
    
    
    5
    %
    
    
    2
    %100
    %
    
    
    100
    %By customer:Krannich Solartechnik
    
    
    30
    %
    
    
    11
    %Donauer Solartechnik
    
    
    18
    %
    
    
    17
    %All other
    
    
    52
    %
    
    
    72
    %100
    %
    
    
    100
    %
 Cost of product revenues .
 17




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##### Table of Contents







Research and development expenses, including cost of research revenues.


Selling, general and administrative expenses.


Other income .


Net loss attributable to common stockholders.


Liquidity and Capital Resources






18




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##### Table of Contents













Off-Balance Sheet Arrangements




Contractual Obligations







ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


INTEREST RATE RISK




FOREIGN CURRENCY EXCHANGE RATE RISK


19




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##### Table of Contents










ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures




Internal Control Over Financial Reporting




Limitations Inherent in all Controls







PART II. OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS







ITEM 1A. RISK FACTORS


Certain Factors Which May Affect Future Results


Investors should carefully consider the risks described below before deciding whether to invest in
our common stock. The risks described below are not the only ones we face. Additional risks not
presently known to us or that we currently believe are immaterial may also impair our business
operations and financial results. If any of the following risks actually occurs, our business,
financial condition or results of operations could be adversely affected. In such case, the trading
price of our common stock could decline and you could lose all or part of your investment. Our
filings with the Securities and Exchange Commission also contain forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including the risks we face
described below.


Risks Relating to Our Industry, Products, Financial Results and Operations


Evaluating our business and future prospects may be difficult due to the rapidly changing market
landscape.


20




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##### Table of Contents









We have a history of losses, expect to incur substantial further losses and may not achieve or
maintain profitability in the future, which may decrease the market value of our stock.





    
    expand our manufacturing operations, whether domestically or internationally, including
the EverQ manufacturing facility in Germany;
    
    develop our distribution network;
    
    continue to research and develop our products and manufacturing technologies;
    
    implement internal systems and infrastructure in conjunction with our growth; and
    
    hire additional personnel.




We may need to raise significant additional capital in order to fund our operations and to continue
to grow our business, which subjects us to the risk that we may be unable to maintain or grow our
business as planned and that our stockholders may be subject to substantial additional dilution.






21



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Our ability to expand our manufacturing capacity and therefore to increase revenue and achieve
profitability depends to a large extent upon the success of EverQ. EverQ is subject to numerous
risks, many of which are outside of our control, and we cannot assure you that EverQ will achieve
its objective or otherwise be successful. If EverQ is not successful, our business would be
materially and adversely harmed and our stock price would decline.
 tm
  Evergreens(In millions)
    
    Total
    
    
    USD
    
    
    Contribution
    
    
    USDPublic grants expected to be received
    
    
    28.0
    
    
    $
    33.9
    
    
    
    
    
    
    $
    Equity
    
    
    30.0
    
    
    
    36.4
    
    
    
    22.5
    
    
    
    27.3Shareholder loan
    
    
    8.0
    
    
    
    9.7
    
    
    
    8.0
    
    
    
    9.7Bank loan
    
    
    8.0
    
    
    
    9.7
    
    
    
    
    
    
    
    Total
    
    
    74.0
    
    
    $
    89.7
    
    
    
    30.5
    
    
    $
    37.0
    22




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##### Table of Contents




    
    EverQ will be highly dependent on Q-Cells expertise in the rapid development of solar
product manufacturing facilities in Germany; therefore, if for any reason, Q-Cells does not
devote the personnel necessary to assist us in the development of our facility, EverQ may
experience delays and cost-overruns or may be unsuccessful in the establishment of the
operation;
    
    EverQ contemplates that each of the Company, Q-Cells and REC will contribute certain
technologies to EverQ in order to establish novel manufacturing processes based on a
combination of our respective technologies; as such, the success of EverQ depends on our
ability to integrate our respective technologies and manufacturing processes in order to
produce competitive solar products in the world marketplace; such integration is unproven
and if we are unable to integrate our technologies and manufacturing processes, the
prospects for EverQ would be limited;
    
    government grants that have been approved may be subject to forfeiture or repayment in whole
or in part if EverQ fails to continue to meet the conditions for such grants or if such
grants for any reason become unavailable from German or European Union sources;
    
    the establishment of the facility may result in cost overruns, delays, equipment problems
and construction, start-up and other operating difficulties, any of which could adversely
affect the ability of EverQ to achieve or grow revenue on the timeframe we expect;
    
    although initially minority shareholders in EverQ, Q-Cells and REC will have the ability to
influence the strategic direction of EverQ and other material decisions of EverQ; as a
result, we may be unable to take certain actions that we believe would be in our best
interests, which, given the expected materiality of EverQ to our combined operations, could
significantly harm our business; further, we may be liable to third parties for the material
decisions and actions of Q-Cells and REC in EverQ, which actions may harm EverQ and our
business;
    
    the establishment of EverQ will require significant management attention and will place
significant strain on our ability to manage effectively both our operations in Marlboro and
the operations of EverQ in Germany;
    
    EverQ may subject us to multiple, conflicting and changing laws, regulations and tax schemes;
    
    EverQ may be unable to obtain, maintain or enforce adequate intellectual property rights and
protection due to limited or unfavorable intellectual property protection and may be subject
to claims or suits alleging infringement of third party intellectual property rights;
    
    under certain circumstances, if we exit EverQ, EverQ will continue to have certain rights to
our proprietary technologies that we are licensing to it and thereby compete with us;
    
    two years after the termination of the master joint venture agreement, Q-Cells and REC may
engage in ribbon technology-related activities in competition with us;
    
    limitations on dividends or restrictions against repatriation of earnings may limit our
ability to capitalize on earnings from EverQ;
    
    the operation of the manufacturing facility may experience seasonal reductions in
productivity common in certain foreign countries, such as the summer months in Europe;
    
    EverQ may be subject to increases in tariffs, duties, price controls or other restrictions
on foreign currencies or trade barriers imposed by foreign countries;
    
    EverQ may be unable to successfully hire and retain the additional personnel necessary to
operate the facility, which is expected to require approximately 400 employees for the
initial capacity expansion;
    
    we will be exposed to fluctuations in currency exchange rates; and
    
    we may experience difficulties in staffing and managing international operations, including
the difficulty in
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Our future success substantially depends on our ability to significantly increase our manufacturing
capacity through the development of additional manufacturing facilities. We may be unable to
achieve our capacity expansion goals as a result of a number of risks, which would limit our growth
potential, impair our operating results and financial condition and cause our stock price to
decline.
  
    
    we may need to continue to raise significant additional capital through the issuance of
equity or convertible or debt securities in order to finance the costs of development of any
additional facility, which we may be unable to do on reasonable terms or at all, and which
could be dilutive to our existing stockholders;
    
    the build-out of any additional facility will be subject to the risks inherent in the
development of a new manufacturing facility, including risks of delays and cost overruns as
a result of a number of factors, many of which may be out of our control, such as delays in
government approvals or problems with supplier relationships;
    
    our manufacturing processes, particularly those that incorporate improvements to our
String Ribbon technology, are unproven at large scale and may prove difficult to implement
in any new facility;
    
    we may be required to depend on third parties or strategic partnerships that we establish
in the development and operation of a facility, which may subject us to risks that such
third parties do not fulfill their obligations to us under our arrangements with them;
    
    the establishment of any new facility will require significant management attention, and
our management team, which has limited experience in the development of such facilities, may
be unable to execute the expansion plan effectively; and
    
    if a new facility is established internationally, we may encounter legal restrictions and
liability, encounter commercial restrictions and incur taxes and other expenses to do so and
otherwise be subject to the risks inherent in conducting business in a foreign jurisdiction
as described elsewhere in this section.
  Because we depend on single and sole source suppliers for a number of specialized materials,
including silicon, necessary to manufacture our solar power products, we are susceptible to
supplier and industry-wide supply shortages and price volatility, which could adversely affect our
ability to meet existing and future customer demand for our products and cause us to make fewer
shipments, generate lower than anticipated revenues and manufacture our products at higher than
expected costs.
  24




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Our dependence on a limited number of third party suppliers for raw materials, key components for
our solar power products and custom-built equipment for our operations could prevent us from
delivering our products to our customers within required timeframes, which could result in order
cancellations and loss of market share.
  25




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We may fail to successfully bring to market our new solar power products under development, which
may prevent us from achieving increased sales and market share.
  Our solar power products may not gain market acceptance, which would prevent us from achieving
increased sales and market share.
  
    
    our failure to produce solar power products that compete favorably against other solar
power products on the basis of cost, quality and performance;
    
    our failure to produce solar power products that compete favorably against conventional
energy sources and alternative distributed generation technologies, such as wind and
biomass, on the basis of cost, quality and performance;
    
    whether or not customers will accept our new module designs under development and the
techniques we are developing to mount them; and
    
    our failure to develop and maintain successful relationships with distributors, systems
integrators and other resellers, as well as strategic partners.
  Technological changes in the solar power industry could render our solar power products
uncompetitive or obsolete, which could reduce our market share and cause our sales to decline.
  Our ability to increase market share and sales depends on our ability to successfully maintain our
existing distribution relationships and expand our distribution channels.
  26




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We face risks associated with the marketing, distribution and sale of our solar power products
internationally, and if we are unable to effectively manage these risks, it could impair our
ability to expand our business abroad.
  
    
    difficult and expensive compliance with the commercial and legal requirements of
international markets, with which we have only limited experience;
    
    inability to obtain, maintain or enforce intellectual property rights;
    
    encountering trade barriers such as export requirements, tariffs, taxes and other
restrictions and expenses, which could affect the competitive pricing of our solar power
products and reduce our market share in some countries;
    
    fluctuations in currency exchange rates relative to the U.S. dollar;
    
    difficulty in recruiting and retaining individuals skilled in international business operations;
    
    increased costs associated with maintaining international marketing efforts;
    
    difficulty of enforcing revenue collection internationally; and
    
    inability to develop, manufacture, market and sell our products and services in German
and other international markets due to, for example, third-party intellectual property
rights.
   Our dependence on a small number of resellers may cause significant fluctuations or declines in our
product revenues.
  27




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##### Table of Contents




    
    reduction, delay or cancellation of orders from one or more of our significant resellers;
    
    selection by one or more of our significant resellers of products competitive with ours;
    
    loss of one or more of our significant resellers and our failure to recruit additional or
replacement resellers; and
    
    failure of any of our significant resellers to make timely payment of our invoices.
 Problems with product quality or product performance may cause us to incur warranty expenses and
may damage our market reputation and prevent us from achieving increased sales and market share
particularly as we introduce new technologies such as Thin Ribbon and larger modules.
  Our success in the future may depend on our ability to establish and maintain strategic alliances,
and any failure on our part to establish and maintain such relationships would adversely affect our
market penetration and revenue growth.
   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.
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We may be affected by skilled labor shortages and labor disputes.
  Extended business interruption at our manufacturing facilities could result in reduced sales.
  Because our business relies upon a variety of computer systems to operate effectively, the failure
or disruption of, or latent defects in these systems could have a material adverse effect on our
business.
  If we fail to maintain an effective system of internal control over financial reporting, we may not
be able to accurately report our financial results or prevent fraud. As a result, this could have a
material adverse effect on our business.
  29




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##### Table of Contents



Our management team may not be able to successfully implement our business strategies.
  The reduction or elimination of government subsidies and economic incentives for on-grid
applications could cause our revenues to decline.
  If solar power technology is not suitable for widespread adoption or sufficient demand for solar
power products does not develop or takes longer to develop than we anticipate, our sales would not
significantly increase and we would be unable to achieve or sustain profitability.
  
    
    cost-effectiveness of solar power technologies as compared with conventional and
non-solar alternative energy technologies;
    
    performance and reliability of solar power products as compared with conventional and
non-solar alternative energy products;
    
    success of alternative distributed generation technologies such as fuel cells, wind power
and micro turbines;
    
    fluctuations in economic and market conditions that impact the viability of conventional
and non-solar alternative energy sources, such as increases or decreases in the prices of
oil and other fossil fuels;
    
    capital expenditures by customers that tend to decrease when the United States or global economy slows;
    
    continued deregulation of the electric power industry and broader energy industry; and
    
    availability of government subsidies and incentives.
 We face intense competition from other companies producing solar power and other energy generation
products. If we fail to compete effectively, we may be unable to increase our market share and
sales.
  30




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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 allowed are or will be sufficiently broad to
protect our technology or processes;
    
    given the costs of obtaining patent protection, we may choose not to protect certain
innovations that later turn out to be important;
    
    our license, but not our right, to practice the String Ribbon technology terminated upon
the expiration of the underlying patents, which occurred during 2003 and 2004, and our
historical operating experience with String Ribbon technology and our related patented and
proprietary manufacturing processes may not adequately protect our competitive advantage;
    
    third parties may design around our patented technologies or seek to challenge or
invalidate our intellectual property rights and there is no assurance that our intellectual
property rights will deter infringement or misappropriation of our intellectual property;
    
    we may incur significant costs and diversion of management resources in prosecuting or
defending intellectual property infringement suits;
    
    we may not be successful in prosecuting or defending intellectual property infringement
suits and, as a result, may need to seek to obtain a license of the third partys
intellectual property rights, which may not be available to us, whether on reasonable terms
or at all;
    
    the contractual provisions we rely on to protect our trade secrets and proprietary
information, such as our confidentiality and non-disclosure agreements with our employees,
consultants and other third parties, may be breached and our trade secrets and proprietary
information may be disclosed to competitors, strategic partners and the public; and
    
    while our license to the underlying patents directed to the String Ribbon technology has
expired, we own 7 United States patents, 7 pending United States patent applications, 2
granted European patent applications that have enforceable rights in 10 foreign
jurisdictions and 19 pending foreign patent applications directed to various aspects of the
String Ribbon technology; however, our historical operating experience with String Ribbon
technology and our related patented and proprietary manufacturing processes may not
adequately protect our competitive advantage now that the licensed patents have expired.
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If we are subject to litigation and infringement claims, they could be costly and disrupt our
business.
    
    
    assert claims of infringement or misappropriation of or otherwise enforce our intellectual property rights;
    
    protect our trade secrets or know-how; or
    
    determine the enforceability, scope and validity of our intellectual property rights or those of others.
   We may be unable to adequately protect or enforce our proprietary information, which may result in
its unauthorized use or reduced sales or otherwise reduce our ability to compete.
    
    
    independently develop substantially equivalent proprietary information, products and techniques;
    
    otherwise gain access to our proprietary information; or
    
    design around our patents or other intellectual property.
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If the effective term of our patents is decreased due to changes in patent laws or if we need to
refile some of our patent applications, the value of our patent portfolio and the revenues we
derive from it may be decreased.
  International intellectual property protection is particularly uncertain and costly, and we have
not obtained or sought patent or trademark protection in many foreign countries where our solar
power products and services may be developed, manufactured, marketed or sold.
  Existing regulations and changes to such regulations may present technical, regulatory and economic
barriers to the purchase and use of solar power products, which may significantly reduce demand for
our products.
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##### Table of Contents



Our reliance on government contracts to partially fund our research and development programs could
slow our ability to commercialize our solar power technologies and would increase our research and
development expenses.
   Compliance with environmental regulations can be expensive, and noncompliance with these
regulations may result in adverse publicity and potentially significant monetary damages and fines.
  Product liability claims against us could result in adverse publicity and potentially significant
monetary damages.
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##### Table of Contents



Risks Related to Our Common Stock
 Substantial leverage and debt service obligations may adversely affect our cash flows.
  
    
    make it difficult for us to make payments on the notes;
    
    make it difficult for us to obtain financing for working capital, acquisitions
or other purposes on favorable terms, if at all, including financing to fund
the development or expansion of EverQs manufacturing operations;
    
    make us more vulnerable to industry downturns and competitive pressures; and
    
    limit our flexibility in planning for, or reacting to changes in, our business.
  The price of our common stock has been volatile.
   
    
    the size and timing of customer orders for or shipments of our products;
    
    the rate and cost at which we are able to expand our manufacturing capacity to meet
product demand, including the rate and cost at which we are able to implement advances
in our String-Ribbon technology;
    
    our ability to establish and expand key customer and distributor relationships;
    
    our ability and the terms upon which we are able to raise capital sufficient to
finance the expansion of our manufacturing capacity and our sales and marketing
efforts;
    
    our ability to establish a manufacturing facility in Germany as contemplated by our
joint venture with Q-Cells and REC at the costs and on the time frame that we expect;
    
    the extent to which Q-Cells and REC increase their ownership in EverQ in the future
and thereby reduces our share of profits and losses of EverQ in future periods;
    
    the extent to which any change in the capital structure of EverQ in the future
causes us to be unable to consolidate EverQs financial results;
    
    our ability to establish strategic relationships with third parties to accelerate
our growth plans;
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##### Table of Contents




    
    the amount and timing of expenses associated with our research and development
programs and our ability to develop enhancements to our manufacturing processes and our
products;
    
    delays associated with the supply of specialized materials necessary for the
manufacture of our solar power products;
    
    our ability to execute our cost reduction programs;
    
    one time charges resulting from replacing existing equipment or technology with new
or improved equipment or technology as part of our strategy to expand our manufacturing
capacity and to decrease our per unit manufacturing cost;
    
    developments in the competitive environment, including the introduction of new
products or technological advancements by our competitors; and
    
    the timing of adding the personnel necessary to execute our growth plan.
   Because we do not intend to pay dividends, stockholders will benefit from an investment in our
common stock only if it appreciates in value.
  We are subject to anti-takeover provisions in our charter and by-laws and under Delaware law that
could delay or prevent an acquisition of our company, even if the acquisition would be beneficial
to our stockholders.
  We can issue shares of preferred stock that may adversely affect the rights of a stockholder of our
common stock.
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##### Table of Contents




    
    adversely affect the voting power of the stockholders of our common stock;
    
    make it more difficult for a third party to gain control of us;
    
    discourage bids for our common stock at a premium;
    
    limit or eliminate any payments that the stockholders of our common stock could expect to
receive upon our liquidation; or
    
    otherwise adversely affect the market price of our common stock.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 Number
    
    Description1.1 (1)
    
    Underwriting Agreement dated as of February 3, 2005, by and among the Company, SG
Cowen & Co., LLC and First Albany Capital Inc. (Exhibit 1.1)3.1 (2)
    
    Third Amended and Restated Certificate of Incorporation. (Exhibit 3.2)3.2 (2)
    
    Second Amended and Restated
By-laws. (Exhibit 3.4)3.3 (3)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on May 15, 2003. (Exhibit
4.3)3.4 (3)
    
    Certificate of the Powers, Designations, Preferences and Rights of the Series A
Convertible Preferred Stock of the Company. (Exhibit 4.4)3.5 (4)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on August 20, 2004.
(Exhibit 4.5)
 37




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##### Table of Contents



Number
    
    Description4.1 (5)
    
    Indenture, dated as of June 29, 2005, between the Registrant and U.S. Bank National
Association, as Trustee. (Exhibit 4.4)4.2 (5)
    
    Form of 4.375% Convertible Subordinated Notes due 2012. (Exhibit 4.4)10.1 (2)*
    
    1994 Stock Option Plan. (Exhibit 10.1)10.2 (2)*
    
    2000 Stock Option and Incentive Plan. (Exhibit 10.2)10.3 (6)*
    
    Amended and Restated 2000 Stock Option and Incentive Plan. (Exhibit 99.1)10.4 (6)*
    
    Amended and Restated 2000 Employee Stock Purchase Plan. (Exhibit 99.2)10.5 (2)
    
    Lease Agreement between the Company and W9/TIB Real Estate Limited Partnership dated
as of January 31, 2000, as amended. (Exhibit 10.5)10.6 (2)+
    
    Agreement between the Company and Emanuel M. Sachs dated as of September 30, 1994,
as amended. (Exhibit 10.7)10.7 (2)
    
    Series D Preferred Stock Purchase Agreement dated as of December 28, 1999. (Exhibit
10.8)10.8 (2)
    
    Form of Indemnification Agreement between the Company and each of its directors and
executive officers. (Exhibit 10.9)10.9 (7)
    
    Stock and Warrant Purchase Agreement dated as of March 21, 2003. (Exhibit 10.1)10.10 (7)
    
    Form of Registration Rights Agreement. (Exhibit 10.3)10.11 (7)
    
    Voting Agreement dated as of March 21, 2003. (Exhibit 10.2)10.12 (8)
    
    Stock and Warrant Purchase Agreement dated June 16, 2004. (Exhibit 10.1)10.13 (8)
    
    Warrant Agreement dated June 21, 2004. (Exhibit 10.2)10.14 (8)
    
    Form of Warrants. (Exhibit 10.3)10.15 (8)
    
    Registration Rights Agreement dated June 21, 2004. (Exhibit 10.4)10.16 (8)
    
    Conversion, Consent, Voting and Lock-Up Agreement dated June 21, 2004. (Exhibit 10.5)10.17 (9)++
    
    Master Joint Venture Agreement entered into as of November 4, 2005 by and among the
Company, Q-Cells AG, Renewable Energy Corporation and EverQ GmbH. (Exhibit 10.17)10.18 (9)++
    
    License and Technology Transfer Agreement by and between the Company and EverQ GmbH,
dated November 24, 2005. (Exhibit 10.18)10.19 (9)++
    
    Technology Co-Operation Agreement by and between Renewable Energy Corporation and
the Company dated November 24, 2005. (Exhibit 10.19)10.20 (9)++
    
    Supply Agreement, dated November 24, 2005, by and between Solar Grade Silicon LLC
and the Company. (Exhibit 10.20)10.21 (9)++
    
    Supply Agreement, dated November 24, 2005, by and between Solar Grade Silicon LLC
and EverQ GmbH. (Exhibit 10.21)10.22 (10)*
    
    Evergreen Solar, Inc. Management Incentive Policy. (Exhibit 10.20)10.23 (11)
    
    Purchase Agreement, dated June 23, 2005 between the Company and SG Cowen & Co., LLC,
as representatives of the Initial Purchasers. (Exhibit 10.24)
 38




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##### Table of Contents



Number
    
    Description10.24 (5)
    
    Registration Rights Agreement, dated June 29, 2005, between the Company and SG Cowen
& Co., LLC, as representative of the Initial Purchasers. (Exhibit 10.21)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 2002.31.2
    
    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 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 +
    
    Confidential treatment granted as to certain portions.++
    
    Confidential treatment requested as to certain portions.*
    
    Indicates a management contract or compensatory plan, contract or arrangement. (1)
    
    Incorporated herein by reference to the exhibits to the Companys
Current Report on Form 8-K dated February 3, 2005 (File No.
000-31687). The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(2)
    
    Incorporated herein by reference to the exhibits to the Companys
Registration Statement on Form S-1, as amended (File No. 333-43140).
The number given in parenthesis indicates the corresponding exhibit
number in such Form S-1.(3)
    
    Incorporated herein by reference to the exhibits to the Companys
Registration Statement on Form S-8 dated June 9, 2003, as amended
(File No. 333-105963). The number given in parenthesis indicates the
corresponding exhibit number in such Form S-8.(4)
    
    Incorporated herein by reference to the exhibits to the Companys
Registration Statement on Form S-3 filed on October 21, 2004 (File
No. 333-119864). The number given in parenthesis indicates the
corresponding exhibit number in such Form S-3.(5)
    
    Incorporated herein by reference to the exhibits to the Companys
Current Report on Form 8-K dated June 29, 2005 (File No. 000-31687).
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 Companys
Current Report on Form 8-K dated July 15, 2005 (File No. 000-31687).
The number given in parenthesis indicates the corresponding exhibit
number in such Form 8-K.(7)
    
    Incorporated herein by reference to the exhibits to the Companys
Current Report on Form 8-K dated March 24, 2003 (File No. 000-31687).
The number given in parenthesis indicates the corresponding exhibit
number in such Form 8-K.(8)
    
    Incorporated herein by reference to the exhibits to the Companys
Current Report on Form 8-K dated June 21, 2004 (File No. 000-31687).
The number given in parenthesis indicates the corresponding exhibit
number in such Form 8-K.(9)
    
    Incorporated herein by reference to the exhibits to the Companys
Annual Report on Form 10-K dated March 16, 2006 (File No. 000-31687).
The number given in parenthesis indicates the corresponding exhibit
number in such Form 10-K.(10)
    
    Incorporated herein by reference to the exhibits to the Companys
Current Quarterly Report on Form 10-Q for the period ended April 2,
2005 filed on May 2, 2005. The number given in parenthesis indicates
the corresponding exhibit number in such Form 10-Q.(11)
    
    Incorporated herein by reference to the exhibits to the Companys
Current Quarterly Report on Form 10-Q for the period ending July 2,
2005 filed on August 11, 2005. The number given in parenthesis
indicates the corresponding exhibit number in such Form 10-Q.
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SIGNATURES
  EVERGREEN SOLAR, INC.Date: May 11, 2006/s/ Donald M. MuirDonald M. MuirChief Financial Officer, Vice President,
Treasurer and Secretary(Principal Financial Officer)
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