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SUNEDISON, INC. filed this Form 8-K/A on 09/09/2013
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Explanatory Note

This Amendment No. 2 (the “Second Amendment”) to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2013 (the “Original Report”), as amended by Amendment No. 1 to the Original Report filed with the SEC on March 14, 2013 (the “First Amendment” and together with the Original Report, the “Report”), is being furnished solely to correct that the Report was mistakeningly filed under Item 8.01 of Form 8-K rather than “furnished” under Item 7.01 of Form 8-K and should not have been deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No other change has been made to the Report.

The Second Amendment contains a number of forward-looking statements regarding our future performance and market conditions. These forward-looking statements represented management’s estimates as of the date of the Exhibits incorporated by reference below and are qualified by, and subject to, the assumptions and the other information contained or referred to in those Exhibits. The furnishing of the information below pursuant to this Second Amendment in no way reflects an update or affirmation of such information as of the date of the Second Amendment. Projections and other forward-looking statements are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change.

We generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. The principal reason that we provide forward-looking statements is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons. Projections and other forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions of the forward-looking statements furnished by us will not materialize or will vary significantly from actual results. Accordingly, our projections and other forward-looking statements are only an estimate of what management believed was realizable as of the date of the Exhibits below. Actual results will vary from the projections and the variations may be material and the reliability of any forecasted financial data diminishes the farther in the future that the data is projected.

Item 7.01. Regulation FD Disclosure.

On March 13, 2013, MEMC Electronic Materials, Inc. (“MEMC” or the “Company”) will conduct a conference call and make a webcast presentation at a Capital Markets Day conference being held by the Company for financial analysts and institutional investors. Interested parties are invited to listen to the event via a live internet broadcast on the Company’s website at beginning at 8:00 a.m. Pacific Time. A copy of a press release issued in connection with Capital Markets Day is furnished with this Form 8-K as Exhibit 99.1 and incorporated by reference into this Form 8-K. The slide presentation to be made during this Capital Markets Day conference call and webcast is also furnished herewith as Exhibit 99.2 and incorporated herein by this reference. All information contained in Exhibit 99.2 is presented as of the date referenced therein, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.

In the presentation, MEMC makes reference to certain historical non-GAAP financial measures previously presented by the Company in its quarterly earnings releases furnished as Exhibits to Form 8-Ks, including non-GAAP revenue, non-GAAP sales, non-GAAP operating income (loss) and non-GAAP gross margin. Reconciliations of these non-GAAP measures to the directly comparable GAAP measure are provided in the earnings releases furnished with the Company’s Form 8-Ks furnished on February 13, 2013, November 7, 2012, August 8, 2012, May 9, 2012 and February 15, 2012, and are incorporated herein by this reference. Each of these Form 8-Ks and copies of these reconciliations are available on the Company’s website under the Investor Relations tab.