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MEMC Continues to Deliver Solid Quarterly Results

ST. PETERS, Mo., Oct. 27, 2003 -- MEMC Electronic Materials, Inc. today reported financial results for the third quarter ended September 30, 2003.

   Summary of the 2003 third quarter results:

   * Net sales of $195.9 million
   * Gross margin of  30% of net sales
   * Operating income of $36.5 million (19% of net sales)
   * Net income of $35.2 million, diluted EPS of $0.16

Commenting on the quarter, Nabeel Gareeb, MEMC's Chief Executive Officer, said,

"MEMC continues to execute on our strategy and to deliver solid financial results. This quarter, our net sales continued to increase. Our diluted earnings per share improved to $0.16, compared to $0.13 in the 2003 second quarter. We continue to benefit from our operational improvements, as well as currency gains this quarter."

Net sales were $195.9 million for the 2003 third quarter compared to $191.8 million for the 2003 second quarter. The increase in net sales was primarily a result of increased product volumes.

The Company reported gross margin in the 2003 third quarter of $58.5 million, or 30% of net sales, compared to $55.6 million, or 29% of net sales, in the 2003 second quarter. The Company reported operating income of $36.5 million, or 19% of net sales, in the 2003 third quarter, up from operating income of $33.7 million, or 18% of net sales, for the 2003 second quarter.

Other nonoperating income in the 2003 third quarter included currency gains of $11.6 million, compared to currency gains of $1.5 million in the 2003 second quarter. The currency gains in the 2003 third quarter were primarily associated with the revaluation of a Yen-based intercompany loan and the strengthening of the Yen during the quarter.

The Company's effective income tax rate for the 2003 third quarter was 25%, compared to 22.5% in the 2003 second quarter. The Company expects its effective income tax rate in 2003 will be approximately 25%.

The Company reported increased net income available to common stockholders of $35.2 million, or $0.16 per diluted share, for the 2003 third quarter compared to $27.3 million, or $0.13 per diluted share, in the 2003 second quarter.

The Company achieved operating cash flow of $25.3 million for the 2003 third quarter, compared to $23.5 million in the 2003 second quarter.

Capital expenditures during the 2003 third quarter totaled $25.2 million, compared to $21.2 million in the 2003 second quarter. The Company expects capital expenditures in calendar year 2003 to be in the range of $80.0 to $90.0 million as the Company increases its capability and capacity for larger diameter products.

The Company's cash and cash equivalents and short-term investments totaled $125.8 million at the end of the 2003 third quarter, compared to $127.6 million at the end of the 2003 second quarter.

On August 19, 2003, the Company's controlling stockholder, an investor group led by Texas Pacific Group (TPG) agreed to pay E.ON AG and its affiliates (E.ON) a $25.2 million contingent performance purchase price payment. This payment arises out of the November 13, 2001 acquisition by TPG of all of E.ON's debt and equity holdings in MEMC. The purchase agreement between E.ON and TPG contained provisions for a contingent performance purchase price payment by TPG to E.ON based on MEMC's "Earnings Before Interest, Taxes, Depreciation and Amortization", as defined in that agreement, for fiscal year 2002.

As a result of the contingent performance purchase price payment in August, TPG's additional $25.2 million basis in MEMC was pushed down to MEMC's accounting records for the third quarter. This increased the Company's property, plant and equipment balance by $26.1 million, increased the value of the Company's investments in joint ventures by $1.1 million, and decreased the Company's deferred tax assets by $2.0 million. Additionally, the value assigned to the common stock and warrants acquired by TPG was increased by approximately $23.5 million and the value assigned to the senior subordinated secured notes held by TPG was increased by approximately $1.7 million.

The senior subordinated secured notes will accrete up to their face value plus accrued stated interest over their maturity using the effective interest method. Based on the new basis of the notes, assuming these notes remain outstanding until their maturity, interest expense related to the accretion of the notes and the related stated interest expense is expected to be $0.7 million, $3.9 million, $10.2 million, $26.4 million, and $55.6 million in the years 2003 through 2007, respectively.

The contingent payment and the related pushdown evaluation caused the Company to reevaluate its estimates of useful lives for its property, plant and equipment. In this process, the useful lives were extended to reflect longer productive lives based on research and development activities. The net result of the push-down of the contingent payment, the extension of the useful lives of property, plant and equipment, and the increase in our planned 2003 capital expenditures is expected to favorably impact the quarterly run rate of depreciation and amortization by approximately $2.5 million per quarter. The 2003 third quarter was similarly impacted. A significant portion of the Company's depreciation and amortization is reflected in cost of goods sold.

Outlook

"Depending upon our customers' fab shutdown schedules during the holiday season, we expect our net sales in the 2003 fourth quarter to increase by approximately 3 to 5 percentage points compared to the 2003 third quarter. We also anticipate that our operating results will continue to improve sequentially in the 2003 fourth quarter compared to the 2003 third quarter," concluded Gareeb.

Conference Call

MEMC will host a conference call today, October 27, 2003, at 5:30 p.m. ET to discuss the Company's third quarter results and related business matters. A live webcast will be available on the Company's web site at www.memc.com. Please go to the web site at least fifteen minutes prior to the call to register, download and install any necessary audio software.

A replay of the conference call will be available from 6:30 p.m. ET on October 27, until 11:59 p.m. ET on October 31, 2003. To access the replay, please dial 706-645-9291, and use passcode "3507717", at any time during that period.

About MEMC

MEMC is the world's largest public company solely devoted to the supply of wafers to semiconductor device manufacturers. MEMC has been a pioneer in the design and development of wafer technologies over the past four decades. With R&D and manufacturing facilities in the U.S., Europe and Asia, MEMC enables the next generation of high performance semiconductor devices.

Certain matters discussed in this news release are forward-looking statements, including our expectation that our effective income tax rate in 2003 will be approximately 25%, our expectation that our capital expenditures in calendar year 2003 will be in the range of $80 to $90 million, our expectation that the quarterly run rate of depreciation and amortization will be favorably impacted by approximately $2.5 million per quarter, depending upon our customers' fab shutdown schedules during the holiday season, our expectation that our net sales in the 2003 fourth quarter will increase by approximately 3 to 5 percentage points compared to the 2003 third quarter, and our anticipation that our operating results will improve sequentially in the 2003 fourth quarter compared to the 2003 third quarter. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include market demand for wafers, customer acceptance of our new products, utilization of manufacturing capacity, our ability to reduce manufacturing and operating costs, inventory levels of our customers, demand for semiconductors generally, changes in the pricing environment, general economic conditions, actions by competitors, customers, and suppliers, the impact of competitive products and technologies, technological changes, changes in currency exchange rates, changes in the composition of worldwide taxable income, the accuracy of our assumptions regarding the amount and timing of our capital expenditures, and other risks described in the Company's filings with the Securities and Exchange Commission, including the Company's 2002 Form 10-K, as amended. These forward-looking statements represent the Company's judgment as of the date of this release. The Company disclaims, however, any intent or obligation to update these forward-looking statements.

             MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
           (Unaudited; Dollars in thousands, except share data)

                            Three Months Ended           Nine Months Ended
                  September 30,  June 30, September 30,     September 30,
                      2003         2003        2002       2003        2002
  Net sales       $ 195,897    $ 191,829   $ 190,264   $576,071    $501,186
  Costs of
   goods sold       137,378      136,205     137,417    407,726     381,805
    Gross margin     58,519       55,624      52,847    168,345     119,381
  Operating expenses
   Marketing
    and
    administration   13,613       13,391      16,053     41,098      51,221
   Research and
    development       8,406        8,530       6,725     24,326      19,993
   Restructuring costs    -            -       8,315          -      15,300
    Operating income 36,500       33,703      21,754    102,921      32,867
  Nonoperating
   (income) expense
    Interest expense  2,665        3,303      58,250(1)   9,975    69,194(1)
    Interest income  (1,870)      (1,916)     (1,860)    (5,777)     (4,672)
    Royalty income   (1,038)      (1,092)       (769)    (2,924)     (2,371)
    Other, net      (11,921)      (1,163)      3,843    (10,920)     (4,582)
      Total
       nonoperating
       (income)
       expense      (12,164)        (868)     59,464     (9,646)     57,569
      Income (loss)
       before income
       taxes, equity
       in income
       of joint ventures
       and minority
       interests     48,664       34,571     (37,710)   112,567     (24,702)
  Income taxes       12,166        7,763       5,368     28,142      13,235
   Income (loss)
    before equity in
    income of joint
    ventures and
    minority
    interests        36,498       26,808     (43,078)    84,425     (37,937)
  Equity in income
   of joint ventures  1,589        1,665       1,308      4,317       1,971
  Minority interests (2,890)      (1,197)     (2,982)    (6,529)     (4,839)
   Net income
    (loss)          $35,197     $ 27,276    $(44,752)   $82,213    $(40,805)
   Cumulative
    preferred
    stock
    dividends          $ -      $      -       $(934)   $     -    $(17,027)
   Net income (loss)
    allocable to
    common
    stockholders   $35,197      $ 27,276    $(45,686)   $82,213    $(57,832)
  Basic income
   (loss) per share $ 0.17      $   0.14    $  (0.25)   $  0.41    $  (0.54)
  Diluted income
   (loss) per share $ 0.16      $   0.13    $  (0.25)   $  0.38    $  (0.54)
  Weighted average
   shares used in
   computing basic
   income (loss)
   per
   share      206,517,384   200,637,931  182,742,775 200,908,620 107,850,403
  Weighted
   average
   shares
   used in
   computing
   diluted income
   (loss)
   per share  223,771,825   217,710,967  182,742,775 217,401,562 107,850,403

   (1) Includes non-cash accretion of $53,382 for the 2002 third quarter,
       $639 for the 2002 second quarter, and $54,021 for the nine months
       ended September 30, 2002, to bring the 55 million Euro note to its
       full face value.

             MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)

                                September 30,     June 30,    December 31,
                                   2003             2003         2002
                               (Unaudited)      (Unaudited)

  ASSETS
  Current assets
   Cash and cash equivalents   $  85,141         $ 86,763     $  119,651
   Short-term investments         40,680           40,853         45,995
   Accounts receivable, net      107,378           98,099         95,022
   Inventories                    97,962           96,177         85,106
   Prepaid and
    other current assets          25,767           18,515         17,934
      Total current assets       356,928          340,407        363,708
  Property, plant
   and equipment, net            253,453          203,315        184,875
  Investments in joint ventures   22,237           19,548         16,820
  Goodwill, net                    3,761            3,761          3,761
  Deferred tax assets, net        18,494           26,090         33,668
  Other assets                    38,489           33,935         28,850
    Total assets              $  693,362       $  627,056     $  631,682

  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
  Current liabilities
   Short-term borrowings and
    current portion
    of long-term debt         $   80,625       $   53,350     $  123,640
   Accounts payable               82,642           69,400         68,014
   Accrued liabilities            28,768           31,103         33,986
   Customer deposits              14,555           14,468         15,055
   Provision for
    restructuring costs            3,020            4,826          7,808
   Income taxes                   10,992           13,317         14,183
   Accrued wages and salaries     22,239           19,969         23,387
    Total current liabilities    242,841          206,433        286,073
  Long-term debt, less
   current portion                60,017           87,414        160,998
  Pension and similar
   liabilities                   109,445          107,611        104,866
  Customer deposits                9,742           14,789         19,617
  Other liabilities               32,274           29,789         26,812
    Total liabilities            454,319          446,036        598,366
  Minority interests              62,015           59,125         57,996
  Commitments and contingencies
   Stockholders' equity
   (deficiency)
     Common stock                  2,078            2,072          1,965
     Additional paid-in capital  150,553          123,572         26,965
     Retained earnings (deficit)  47,746           12,549        (34,467)
     Accumulated other
      comprehensive loss         (14,712)          (6,556)        (7,329)
     Deferred compensation        (4,190)          (5,022)        (7,094)
     Treasury stock               (4,447)          (4,720)        (4,720)
      Total stockholders'
       equity (deficiency)       177,028          121,895        (24,680)
      Total liabilities and
       stockholders' equity
       (deficiency)           $  693,362       $  627,056     $  631,682

             MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (Unaudited; Dollars in thousands)

                          Three Months Ended              Nine Months Ended
                    September 30, June 30, September 30,     September 30,
                        2003        2003       2002       2003         2002

  Cash flows
   from
   operating
   activities
    Net income
    (loss)           $ 35,197   $  27,276   $(44,752)  $  82,213   $(40,805)
    Adjustments
     to reconcile
     net income
     (loss) to net
     cash provided
     by operating
     activities
      Depreciation
       and
       amortization     6,183       8,334      8,442      23,274     25,149
      Interest
       accretion          695         554     54,154       1,868     56,556
      Minority
       interests        2,890       1,197      2,982       6,529      4,839
      Stock
       compensation       832         837      2,523       2,904      6,682
      Equity in
       income of
       joint ventures  (1,589)     (1,665)    (1,308)     (4,317)    (1,971)
      Working capital
       and other      (18,885)    (13,026)    14,453     (39,087)    (6,332)
        Net cash
         provided
         by
         operating
         activities    25,323      23,507     36,494      73,384     44,118

  Cash flows
   from investing
   activities
    Capital
     expenditures     (25,209)    (21,202)    (5,179)    (62,224)   (12,325)
    Short-term
     investments, net     172       4,485     (4,818)      5,314     (7,138)
    Proceeds from
     sale of property,
     plant and equipment   15           -        577          37        911
      Net cash used
       in investing
       activities     (25,022)    (16,717)    (9,420)    (56,873)   (18,552)

  Cash flows from
   financing activities
     Net short-term
      borrowings       (7,791)    (53,060)    (3,622)    (61,129)     9,950
     Proceeds from
      issuance of
      common stock      3,783      96,135          -     100,498        695
     Dividend to
      minority interest     -      (2,510)         -      (2,510)    (2,251)
     Proceeds from
      issuance of
      long-term debt                    -     35,000           -     40,000
     Principal payments
      on long-term
      debt             (1,447)    (81,384)   (35,267)    (94,295)   (57,502)
       Net cash used
        in financing
        activities     (5,455)    (40,819)    (3,889)    (57,436)    (9,108)
  Effective of exchange
   rate changes on
   cash and cash
   equivalents          3,532       5,331     (1,784)      6,415      6,556
  Net increase
   (decrease) in cash
   and cash
   equivalents         (1,622)    (28,698)    21,401     (34,510)    23,014
  Cash and cash
   equivalents at
   beginning of period 86,763     115,461     76,969     119,651     75,356
  Cash and cash
   equivalents at
   end of period    $  85,141   $  86,763   $ 98,370   $  85,141  $  98,370