mew Doc 3228 Filed 05/16/18 Entered 05/16/18 15:11:48 Main Document Pg 1 of 16

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1 Pg 1 of 16 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths Attorneys for Debtors and Debtors in Possession TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York Telephone (212) Facsimile (212) Albert Togut Kyle J. Ortiz Patrick Marecki Charles M. Persons Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Limited UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x NOTICE OF DEBTORS THIRD AMENDED CONSOLIDATED CORPORATE OWNERSHIP STATEMENT 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster, Inc. d/b/a WECTEC Global Project Services Inc. (8572), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania WEIL\ \5\

2 Pg 2 of 16 On March 29, 2017, Westinghouse Electric Company LLC and certain debtor affiliates as debtors and debtors in possession in the above-captioned chapter 11 cases (the Debtors ), filed with this Court the Debtors Consolidated Corporate Ownership Statement Pursuant to Fed. R. Bankr. P. 1007(a)(1) and and Local Rule [ECF No. 2] (the Corporate Ownership Statement ). On June 13, 2017, the Debtors amended the Corporate Ownership Statement [ECF No. 713] after Toshiba Corporation ( Toshiba ) purchased IHI Corporation s three percent (3%) ownership interests in BCP Nuclear Energy Holdings (US) Inc. f/k/a Toshiba Nuclear Energy Holdings (U.S.) Inc. ( BCPNEH U.S. ) and Toshiba Nuclear Energy Holdings (UK) Limited ( TNEH UK ). 2 On February 16, 2018, the Debtors further amended the Corporate Ownership Statement [ECF No. 2579] after Toshiba purchased National Atomic Company Kazatomprom s ( Kazatomprom ) ten percent (10%) ownership interest in BCPNEH U.S. and TNEH UK resulting in Toshiba owning 100% of the ownership interest in each of BCPNEH U.S. and TNEH UK. PLEASE TAKE NOTICE that on April 5, 2018, Brookfield WEC Holdings, Inc. ( WEC Holdings ) purchased Toshiba s 100% ownership interest in BCPNEH U.S. and TNEH UK pursuant to a certain share purchase agreement between WEC Holdings and Toshiba resulting in WEC Holdings owning 100% of the ownership interest in each of BCPNEH U.S. and TNEH UK. 2 On April 19, 2018 Toshiba Nuclear Energy Holdings (U.S.) Inc. filed a Certificate of Amendment of Certificate of Incorporation with the Delaware Secretary of State changing its name to BCP Energy Holdings (US) Inc. WEIL\ \5\

3 Pg 3 of 16 PLEASE TAKE FURTHER NOTICE that a third amended Corporate Ownership Statement reflecting WEC Holdings purchase of Toshiba s ownership interests is annexed hereto as Exhibit 1. Attached hereto as Exhibit 2 is a blackline reflecting changes to the second amended Corporate Ownership Statement filed on February 16, Attached hereto as Exhibit 3 is an amended consolidated corporate organizational chart. Dated May 16, 2018 New York, New York /s/ David N. Griffiths Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Attorneys for Debtors and Debtors in Possession -and- Albert Togut Kyle J. Ortiz Patrick Marecki Charles M. Persons TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York Telephone (212) Facsimile (212) Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Limited WEIL\ \5\

4 Pg 4 of 16 Exhibit 1 Amended Corporate Ownership Statement WEIL\ \5\

5 Pg 5 of 16 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths Attorneys for Debtors and Debtors in Possession TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York Telephone (212) Facsimile (212) Albert Togut Kyle J. Ortiz Patrick Marecki Charles M. Persons Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Limited UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x DEBTORS THIRD AMENDED CONSOLIDATED CORPORATE OWNERSHIP STATEMENT 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster, Inc. d/b/a WECTEC Global Project Services Inc. (8572), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania WEIL\ \5\

6 Pg 6 of 16 Pursuant to the Rules 1007(a)(1) and of the Federal Rules of Bankruptcy Procedure and Rule of the Local Bankruptcy Rules for the Southern District of New York, Westinghouse Electric Company LLC and certain of its subsidiaries and affiliates, as debtors and debtors in possession in the above captioned chapter 11 cases (the Debtors ), respectfully represent 1. Brookfield WEC Holdings, Inc. has a one hundred percent (100%) ownership interest in BCP Nuclear Energy Holdings (US) Inc. f/k/a Toshiba Nuclear Energy Holdings (U.S.) Inc. ( BCPNEH U.S. ) and a one hundred percent (100%) ownership interest in Toshiba Nuclear Energy Holdings (UK) Limited ( TNEH UK ). 2. TNEH UK owns one hundred percent (100%) of the ownership interest in Westinghouse Electric UK Holdings Limited. 3. BCPNEH U.S. indirectly owns one hundred percent (100%) of the ownership interest in TSB Nuclear Energy Services Inc. i. BCPNEH U.S. has a one hundred percent (100%) ownership interest in TSB Nuclear Energy USA Group Inc.; and ii. TSB Nuclear Energy USA Group Inc. has a one hundred percent (100%) ownership interest in TSB Nuclear Energy Services Inc. 4. TSB Nuclear Energy Services Inc. has a one hundred percent (100%) ownership interest in Westinghouse Electric Company LLC. 5. Westinghouse Electric Company LLC has a one hundred percent (100%) ownership interest in the following entities i. CE Nuclear Power International, Inc.; ii. Fauske and Associates LLC; WEIL\ \5\

7 Pg 7 of 16 iii. PaR Nuclear Holding Co., Inc.; iv. WEC Engineering Services Inc.; v. WEC Specialty LLC; vi. WEC Welding and Machining, LLC; vii. WECTEC LLC; viii. Westinghouse Energy Systems LLC; ix. Westinghouse Industry Products International Company LLC; x. Westinghouse International Technology LLC; and xi. Westinghouse Technology Licensing Company LLC. 6. WECTEC LLC has a one hundred percent (100%) ownership interest in the following entities i. WECTEC Staffing Services LLC; and ii. Stone & Webster, Inc. d/b/a WECTEC Global Project Services Inc. 7. Stone & Webster, Inc. d/b/a WECTEC Global Project Services Inc. has a one hundred percent (100%) ownership interest in the following entities i. Field Services, LLC; ii. Nuclear Technology Solutions LLC; iii. Shaw Global Services, LLC; iv. Shaw Nuclear Services, Inc.; v. Stone & Webster Asia Inc.; vi. Stone & Webster Construction Inc.; vii. Stone & Webster International Inc.; viii. Stone & Webster Services LLC; and WEIL\ \5\

8 Pg 8 of 16 ix. WECTEC Contractors Inc. 8. WEC Welding and Machining, LLC has a one hundred percent (100%) ownership interest in the following entities i. PCI Energy Services LLC; ii. WEC Carolina Energy Solutions, LLC; and iii. WEC Equipment & Machining Solutions, LLC. 9. WEC Carolina Energy Solutions, LLC has a one hundred percent (100%) ownership interest in WEC Carolina Energy Solutions, Inc. 10. PaR Nuclear Holding Co., Inc. has a one hundred percent (100%) ownership interest in PaR Nuclear, Inc. 11. Attached hereto as Exhibit 3 is an organizational chart reflecting all of the ownership interests of the Debtors and certain of their non-debtor affiliates. WEIL\ \5\

9 Pg 9 of 16 Exhibit 2 Blackline WEIL\ \5\

10 Pg 10 of 16 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths Attorneys for Debtors and Debtors in Possession TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York Telephone (212) Facsimile (212) Albert Togut Kyle J. Ortiz Patrick Marecki Charles M. Persons Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Limited UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x -- In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) DEBTORS SECONDTHIRD AMENDED CONSOLIDATED CORPORATE OWNERSHIP STATEMENT x 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster, Inc. d/b/a WECTEC Global Project Services Inc. (8572), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania WEIL\ \4\99910.C830WEIL\ \5\

11 Pg 11 of 16 Pursuant to the Rules 1007(a)(1) and of the Federal Rules of Bankruptcy Procedure and Rule of the Local Bankruptcy Rules for the Southern District of New York, Westinghouse Electric Company LLC and certain of its subsidiaries and affiliates, as debtors and debtors in possession in the above captioned chapter 11 cases (the Debtors ), respectfully represent 1. Toshiba CorporationBrookfield WEC Holdings, Inc. has a one hundred percent (100%) ownership interest in ToshibaBCP Nuclear Energy Holdings (US) Inc. ( TNEHf/k/a Toshiba Nuclear Energy Holdings (U.S.) Inc. ( BCPNEH U.S. ) and a one hundred percent (100%) ownership interest in Toshiba Nuclear Energy Holdings (UK) Limited ( TNEH UK ). 2. TNEH UK owns one hundred percent (100%) of the ownership interest in Westinghouse Electric UK Holdings Limited. 3. TNEHBCPNEH U.S. indirectly owns one hundred percent (100%) of the ownership interest in TSB Nuclear Energy Services Inc. i. TNEHBCPNEH U.S. has a one hundred percent (100%) ownership interest in TSB Nuclear Energy USA Group Inc.; and ii. TSB Nuclear Energy USA Group Inc. has a one hundred percent (100%) ownership interest in TSB Nuclear Energy Services Inc. 4. TSB Nuclear Energy Services Inc. has a one hundred percent (100%) ownership interest in Westinghouse Electric Company LLC. 5. Westinghouse Electric Company LLC has a one hundred percent (100%) ownership interest in the following entities WEIL\ \4\99910.C830WEIL\ \5\

12 Pg 12 of 16 i. CE Nuclear Power International, Inc.; ii. iii. iv. Fauske and Associates LLC; PaR Nuclear Holding Co., Inc.; WEC Engineering Services Inc.; v. WEC Specialty LLC; vi. vii. viii. ix. WEC Welding and Machining, LLC; WECTEC LLC; Westinghouse Energy Systems LLC; Westinghouse Industry Products International Company LLC; x. Westinghouse International Technology LLC; and xi. Westinghouse Technology Licensing Company LLC. the following entities 6. WECTEC LLC has a one hundred percent (100%) ownership interest in i. WECTEC Staffing Services LLC; and ii. Stone & Webster, Inc. d/b/a WECTEC Global Project Services Inc. 7. Stone & Webster, Inc. d/b/a WECTEC Global Project Services Inc. has a one hundred percent (100%) ownership interest in the following entities i. Field Services, LLC; ii. iii. iv. Nuclear Technology Solutions LLC; Shaw Global Services, LLC; Shaw Nuclear Services, Inc.; v. Stone & Webster Asia Inc.; vi. Stone & Webster Construction Inc.; WEIL\ \4\99910.C830WEIL\ \5\

13 Pg 13 of 16 vii. viii. ix. Stone & Webster International Inc.; Stone & Webster Services LLC; and WECTEC Contractors Inc. 8. WEC Welding and Machining, LLC has a one hundred percent (100%) ownership interest in the following entities i. PCI Energy Services LLC; ii. iii. WEC Carolina Energy Solutions, LLC; and WEC Equipment & Machining Solutions, LLC. 9. WEC Carolina Energy Solutions, LLC has a one hundred percent (100%) ownership interest in WEC Carolina Energy Solutions, Inc. 10. PaR Nuclear Holding Co., Inc. has a one hundred percent (100%) ownership interest in PaR Nuclear, Inc. 11. Attached hereto as Exhibit 3 is an organizational chart reflecting all of the ownership interests of the Debtors and certain of their non-debtor affiliates. WEIL\ \4\99910.C830WEIL\ \5\

14 Pg 14 of 16 Exhibit 3 Amended Corporate Ownership Chart WEIL\ \5\

15 Organizational Chart mew Doc 3228 Filed 05/16/18 Entered 05/16/ Main Document Pg Brookfield 15 of WEC 16 Holdings, Inc. KEY Debtor Non-Debtor Affiliate Non-Debtor Joint Venture BCP NUCLEAR ENERGY HOLDINGS (US) INC. fka TOSHIBA NUCLEAR ENERGY HOLDINGS (US) INC. TSB NUCLEAR ENERGY USA GROUP INC. TSB NUCLEAR ENERGY SERVICES INC. TOSHIBA NUCLEAR HOLDINGS (UK) LIMITED WESTINGHOUSE ELECTRIC UK HOLDINGS LIMITED WEC EMEA ENTITIES *All ownership interests are 100% unless otherwise indicated WESTINGHOUSE ELECTRIC COMPANY LLC WEC ISURANCE LIMITED KW NUCLEAR COMPONENTS CO., LTD. 55% 60% WESTRON WESTINGHOUSE TECHNOLOGY LICENSING COMPANY LLC FAUSKE AND ASSOCIATES LLC CE NUCLEAR POWER INTERNATIONAL, INC. WUHAN HUIXIN ENGINEERING TECHNOLOGY CO. LTD. 48% WEC SPECIALTY LLC WESTINGHOUSE INTERNATIONAL TECHNOLOGY LLC PAR NUCLEAR HOLDING CO., INC. WEC ENGINEERING SERVICES INC. WECTEC LLC fka WSW Acquisition Co. LLC PAR NUCLEAR, INC. WESDYNE INTERNATIONAL LLC WECTEC STAFFING SERVICES LLC referred to as "StaffCo" WECTEC GLOBAL PROJECT SERVICES INC. fka CB&I Stone & Webster Inc. WESTINGHOUSE GOVERNMENT SERVICES LLC 70% NUCRANE MANUFACTURING, LLC WESTINGHOUSE ENERGY SYSTEMS LLC FIELD SERVICES, LLC NUCLEAR TECHNOLOGY SOLUTIONS LLC fka CB&I Nuclear Technology Solutions LLC 20% FLUOR WESTINGHOUSE LIQUID WASTE SERVICES, LLC WEC WELDING AND MACHINING, LLC WESTINGHOUSE INDUSTRY PRODUCTS INTERNATIONAL COMPANY LLC STONE & WEBSTER INTERNATIONAL INC. fka CB&I Stone & Webster International Inc. SHAW GLOBAL SERVICES, LLC SHAW NUCLEAR SERVICES, INC. 33% MID-AMERICA CONVERSION SERVICES, LLC WEC EQUIPMENT & MACHINING SOLUTIONS, LLC WEC CAROLINA ENERGY SOLUTIONS, LLC PCI ENERGY SERVICES LLC STONE & WEBSTER SERVICES LLC STONE & WEBSTER CONSTRUCTION INC. fka CB&I Stone & Webster Construction Inc. WEC CAROLINA ENERGY SOLUTIONS, INC. STONE & WEBSTER ASIA INC. fka CB&I Stone & Webster Asia Inc. WECTEC CONTRACTORS INC. fka CB&I Contractors, Inc.

16 Pg 16 of 16 Fill in this information to identify the case Debtor name Westinghouse Electric Company LLC United States Bankruptcy Court for the Southern District of New York (State) Case number (If known) Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. 152, 1341, 1519, and Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct Schedule A/B Assets Real and Personal Property (Official Form 206A/B) Schedule D Creditors Who Have Claims Secured by Property (Official Form 206D) Schedule E/F Creditors Who Have Unsecured Claims (Official Form 206E/F) Schedule G Executory Contracts and Unexpired Leases (Official Form 206G) Schedule H Codebtors (Official Form 206H) Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) Amended Schedule Chapter 11 or Chapter 9 Cases Consolidated List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders (Official Form 204) Other document that requires a declaration Consolidated Corporate Ownership Statement I declare under penalty of perjury that the foregoing is true and correct. Executed on 5/16/2018 MM/DD/YYYY /s/ Lisa J. Donahue Signature of individual signing on behalf of debtor Lisa J. Donahue Printed name Chief Transition and Development Officer Position or relationship to debtor WEIL\ \5\