##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended March 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    from          to   Commission file number
    000-19672
      American Superconductor
    Corporation
 (Exact Name of Registrant as
    Specified in Its Charter)
      Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

04-2959321(IRS Employer
    Identification Number)Sixty Four Jackson Road
    Devens, Massachusetts(Address of Principal
    Executive Offices)

01434(Zip
    Code)   Registrants telephone number, including area code:
 (978) 842-3000
 Securities registered pursuant to Section 12(b) of the
    Act:
 Common Stock, $0.01 par value, NASDAQ Global Market
    LLC
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
      o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
    Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
       DOCUMENTS
    INCORPORATED BY REFERENCE
  Document

Form 10-K PartDefinitive Proxy Statement with respect to the Annual Meeting of
    Stockholders for the fiscal year ended March 31, 2010, to
    be filed with the Securities and Exchange Commission no later
    than July 29, 2010


Part III




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##### 





TABLE OF
    CONTENTS
   
 Item



PagePART I1.


Business


11A.


Risk Factors


211B.


Unresolved Staff Comments


292.


Properties


293.


Legal Proceedings


304.


[Removed and Reserved]


30PART II5.


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


316.


Selected Financial Data


327.


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


347A.


Quantitative and Qualitative Disclosures About
    Market Risk


488.


Financial Statements and Supplementary Data


499.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


819A.


Controls and Procedures


819B.


Other Information


82PART III10.


Directors, Executive Officers and Corporate
    Governance


8311.


Executive Compensation


8312.


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


8313.


Certain Relationships and Related Transactions
    and Director Independence


8314.


Principal Accountant Fees and Services


83PART IV15.


Exhibits, Financial Statement Schedules


84EX-10.11EX-10.20EX-10.32EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2        Form 10-K Form 10-K. Form 10-K.




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PART I  Item 1.
    BUSINESS  Overview
        
    AMSC Power Systems.  AMSC Power Systems
    (Power Systems) produces a broad range of products
    to increase electrical grid capacity and reliability; provides
    full electrical control systems or a subset of those systems
    (core electrical components) to manufacturers of wind turbines;
    sells power electronic products that regulate wind farm voltage
    to enable their interconnection to the power grid; licenses
    proprietary wind turbine designs to manufacturers of such
    systems; provides consulting services to the wind industry; and
    offers products that enhance power quality for industrial
    operations.
    AMSC Superconductors.  AMSC Superconductors
    (Superconductors) designs and develops
    superconductor products, such as power cables, fault current
    limiters, generators, motors and degaussing systems; manages
    large-scale superconductor projects; and manufactures HTS wire
    and coils.    Competitive
    Strengths
    
    Technology Leadership and Engineering
    Expertise.  We are a technology leader in the
    development of power electronics and HTS wire-based solutions
    for the wind energy and power grid markets. As of March 31,
    2010, we owned more than 550 patents and patent applications
    worldwide, and had rights through exclusive and non-exclusive
    licenses to more than 425 additional patents and patent
    applications. Our technology and manufacturing know-how,
    customer and product knowledge and patent portfolio provide us
    with a strong competitive position. We employ more than
    20 years of development expertise toward the design and
    commercialization of new products and solutions and toward the
    implementation of proprietary manufacturing processes.
    Sophisticated, Flexible Product Design.  Our
    products are highly flexible, and their sophisticated design
    allows for a high degree of customization. These products
    leverage our proprietary software and hardware 1




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combinations that enable us to configure our power converters to
    efficiently and quickly meet the specific requirements of
    customers in a diverse range of markets. Furthermore, our
    proprietary HTS wire design and product engineering capabilities
    enable products with superior performance when compared to other
    market alternatives. Our wire design, for instance, allows us to
    tailor the lamination of our HTS wire to meet the electrical and
    mechanical performance requirements of widely varying end-use
    applications.  
    Highly Scalable, Low Cost Manufacturing
    Platform.  Production of our proprietary power
    electronics and superconductor products can be increased rapidly
    at costs that we believe are low relative to our competitors.
    For instance, over the course of the past three fiscal years, we
    have increased our production of PowerModule power converters
    from several hundred units to several thousand units annually to
    meet the demand of our wind turbine manufacturing customers. Our
    proprietary manufacturing technique for
    344 superconductors, which is our brand name for what is
    generically known as second generation (2G) HTS wire, is modular
    in nature, which we believe will allow us to readily expand
    manufacturing capacity at a relatively low incremental cost. All
    of the equipment we have installed for the 344 superconductors
    manufacturing line is designed with the capability to process
    either 40 millimeter (mm) or 100 mm wide strips, which will
    allow us to increase gross capacity by 2.5 times as we migrate
    from 40 mm to 100 mm production. We believe our capacity
    expansion on this manufacturing line will eventually enable us
    to manufacture this wire at approximately one-fifth the cost of
    our first generation (1G) HTS wire, which we no longer
    manufacture.
    Close Consultative Relationships with
    Customers.  We have built a team of skilled
    engineers with extensive experience in the design, structure and
    modeling of power transmission and distribution grids and in the
    operation of wind farms and industrial sites. We work closely
    with our customers to understand their needs and develop
    solutions to their unique operational challenges. By determining
    solutions, our team is able to identify applications for our
    technology. We are then able to customize and target our
    offerings to specific customers.
    Highly Experienced Management and Technical
    Team.  Our senior management has extensive power
    technologies experience. This team is composed of veterans of
    the electrical equipment, utility and wind power markets and is
    backed by our 714 employees worldwide as of March 31,
    2010, 24 of whom hold Ph.D.s in materials science, physics,
    metallurgy, engineering or other fields.  Strategy
    
    Target High-Growth Segments with Commercial
    Products.  We target high-growth segments of the
    power and utility industry. Our Power Systems offerings are
    designed to meet the needs of the wind energy market, which is
    expected to nearly triple in size from 2009 to 2015, according
    to a recent report from industry research firm MAKE Consulting.
    Our HTS and power electronics grid-support solutions fill the
    needs of capacity-constrained transmission assets globally and
    address the demand for more reliable, secure and efficient
    transmission and distribution assets. The Brattle Group has
    reported that the U.S. transmission grid alone will require
    an investment of more than $230 billion from 2010 to 2030
    and that the U.S. distribution grid will require an
    additional $675 billion of investment over this timeframe.
    Pursue Emerging Overseas Markets.  We are
    increasingly focusing our sales efforts on overseas markets and
    have been partially successful in targeting business in emerging
    economies, such as China, India and South Korea. We also have
    built significant sales momentum in countries where dynamic
    voltage standards for wind farms have been put in place, such as
    Australia, Canada, New Zealand and the United Kingdom. In fiscal
    2009, 87 percent of our revenues came from sales outside
    the United States compared with 84 percent in fiscal 2008.
    In support of this expansion, we maintain operations in Austria,
    China, India, South Korea and the United States and sales and
    service support centers worldwide.
    Anticipate Customer Needs in the Development of
    System-Level Solutions.  We develop close
    working relationships with our customers that enable us to
    provide customized solutions and identify opportunities to
    employ our products. Our Network Solutions team collects and
    analyzes data regarding our customers 2




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systems  from entire power grids to wind farms to
    manufacturing operations dependent on premium quality power. For
    example, our Network Solutions team carries out dynamic
    simulations for customers on the effects power grid disturbances
    may have on grid reliability under all operating conditions.
    They then can quantify how the incorporation of Flexible AC
    Transmission Systems (FACTS), such as static Volt Amp Reactive
    (VAR) compensators (SVCs) and dynamic VAR (Statcom) systems, and
    advanced technologies, such as superconductor cables and fault
    current limiters (FCLs), can improve power grid operations. The
    group performs similar analyses to determine the optimum power
    quality solutions for industrial manufacturing sites and wind
    farms.  
    Strengthen Our Technology Leadership While Lowering
    Cost.  We work continuously to strengthen our
    leadership position in terms of reliability, cost and total
    product offering. We interact with our customers and suppliers
    not only to improve the performance and efficiency of our Power
    Systems solutions, but also to reduce material and manufacturing
    costs. In addition, we maintain a vigorous research and
    development effort that continues to yield increases in
    electrical and mechanical performance of our 344
    superconductors, which has been demonstrated at levels that are
    comparable to or better than our 1G HTS wire. We continue to
    achieve productivity enhancements in our manufacturing of 344
    superconductors, which we believe will eventually enable us to
    manufacture this wire at approximately one-fifth the cost of our
    1G HTS wire.
    Pursue Targeted Strategic Acquisitions and
    Alliances.  We will continue to pursue strategic
    business relationships and acquisitions that complement our
    product portfolio and increase our rate of growth. We have built
    strategic alliances and close corporate relationships with many
    industry leaders including LS Cable, Nexans, Shanghai
    Electric Cable Research Institute (SECRI), Siemens, Southwire,
    TECO-Westinghouse Motor Company and Vestas to develop and
    commercialize our products and to bring them to market. We also
    have been successful in closing key acquisitions, including
    Windtec and Power Quality Systems, Inc. in calendar 2007. The
    Windtec acquisition has provided increased access to the growing
    wind market and has complemented sales of our dynamic VAR
    (D-VAR) and PowerModule power electronics products in the wind
    market. The Power Quality Systems acquisition enhanced our
    reactive compensation product offerings for utility and
    industrial customers.  Market
    Opportunities
    
    the demand for cleaner, renewable sources of electricity, such
    as wind power, and
    the demand for a modernized, smart power grid
    infrastructure to alleviate capacity constraints and improve
    reliability, security, stability and efficiency of electricity.  Wind
    Energy
     3




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Our
    Approach to the Wind Energy Market
    
    Electrical Control Systems.  We provide full
    electrical control systems or a subset of those systems (core
    electrical components) to manufacturers of wind turbines. These
    electrical control systems and core components incorporate our
    PowerModule power electronic converters as well as pitch and yaw
    controllers, SCADA systems, programmable logic controllers and
    proprietary control software. These power electronics are
    utilized to regulate voltage, control power flows and maximize
    wind turbine efficiency, among other functions.
    Wind Turbine-based Grid Interconnection
    Solutions.  Our Dynamic VAR Ride Through (D-VAR
    RT) product enables individual wind turbines to continue
    operating smoothly by riding through voltage
    disturbances on power grids that might otherwise interrupt their
    operation. The D-VAR RT product meets the worlds most
    stringent grid interconnection requirements, including
    Spains new Procedimiento de Operación 12.3
    requirement for both existing and new wind turbines.
    Development Contracts.  Our AMSC Windtec
    subsidiary designs and develops entire
    state-of-the-art
    wind turbines for manufacturers who are in the business of
    producing wind turbines or who plan to enter the business of
    manufacturing wind turbines. These customers typically pay us
    for the development work and purchase from us the core
    electrical components or complete electrical control systems
    needed to operate the wind turbines.
    Licensed Designs.  We license our proprietary
    wind turbine designs to companies that wish to manufacture such
    systems. Companies that license our designs typically pay us for
    the designs, pay royalties for each system they install up to a
    certain number of wind turbines produced or commissioned, and
    purchase from us 4




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the core electrical components or complete electrical control
    systems needed to operate the wind turbines once in production.  
    Service Contracts.  We offer service contracts
    to our customers who purchase our core electrical components or
    complete electrical control systems as well as our D-VAR RT
    systems.
    Consulting Services.  We offer consulting
    services to customers who want to improve their wind turbine
    designs.    Smart
    Grid Infrastructure Market
             5




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Our
    Approach to the Smart Grid Infrastructure Market
    
    Superconductor Cables.  Our Superconductors
    business manufactures HTS wire used in superconductor power
    cables, which are a class of high-capacity, environmentally
    benign and
    easy-to-install
    transmission and distribution cables that address power grid
    capacity issues by increasing the thermal limit of existing or
    new corridors. Superconductor power cables are cylindrically
    shaped systems that consist of HTS wires, which conduct
    electricity, surrounded by electrical insulation, which in turn
    is encased in a metal or polymeric jacket. Today, power cables
    are made primarily using copper wires. Because our HTS wire is
    able to carry 150 times the electrical current of comparably
    sized copper wire, power cables of the same diameter can use
    significantly less HTS wire than copper wire and yet conduct up
    to 10 times the current of copper cables of the same diameter.
    These new cable systems also bring efficiency advantages.
    Traditional cable systems heat up due to the electrical
    resistance of copper, and this heat causes electrical losses. It
    is estimated that, on average, eight percent of the electricity
    produced at generation sites is lost due to resistance in the
    power grid. Conversely, HTS materials carry direct current
    (DC) with 100 percent efficiency and alternating
    current (AC) with nearly 100 percent efficiency when they
    are cooled below a critical temperature. As a result, AC HTS
    power cables lose significantly less power to resistive heating
    than copper cables, and DC HTS power cables have no energy
    losses due to resistive heating. We believe approximately
    $5 billion is spent each year on medium and high-voltage
    cables systems worldwide.
    Flexible AC Transmission Systems (FACTS).  The
    power that flows through AC networks comprises both real power,
    measured in watts, and reactive power, measured in VARs. In
    simple terms, reactive power is required to support voltage in
    the power network. Voltage is the pressure that
    drives electrical current through the grid. Operators of AC
    power networks must closely and continuously balance real power
    and reactive power. Where reactive power support is inadequate,
    grids must be operated with heightened caution. Many lines
    within a power grid are rated well below their full thermal
    capacity because when grids are stressed, even brief voltage
    drops caused by transient events (e.g., line outages, plant
    trips, lightning strikes) can trigger instability and voltage
    collapse. Our Power Systems business offers FACTS solutions that
    rapidly inject precise amounts of reactive power into
    transmission grids to compensate for fluctuations in reactive
    power. These solutions also help to connect sources of renewable
    energy such as wind and solar to the power grid. We expect the
    need for FACTS devices to support both steady-state and
    transient power grid operation will continue to rise as the
    demand for power increases and utilities increase their focus on
    alternative energies and energy efficiency. Reliability-must-run
    generators are used by utilities to support voltage during peak
    load timeframes. These systems, which consume significant
    amounts of fuel and emit greenhouse gases, can often be replaced
    by reactive compensation solutions. Global Industry Analysts,
    Inc. estimates that the global market for FACTS solutions was
    $1.5 billion in 2009.
    Fault Current Limiters and Secure Super Grids
    Systems.  Our Superconductors business develops
    stand-alone fault current limiter devices and Secure Super Grids
    systems, which combine the advantages of HTS power cables with
    fault current limiting capability in one system. Fault current
    limiters are designed to protect the grid against power surges.
    As grids continue to expand, the frequency and magnitude of
    power surges or fault currents that arise from short
    circuits also increase. In some cities, power surges are
    approaching and surpassing the ratings of circuit breakers that
    have been used to protect the power grid, resulting in an
    increased risk of blackouts. We believe there is a need for new
    Smart Grid infrastructure solutions that will be able to limit
    fault currents and protect ancillary utility equipment. We
    estimate that the worldwide addressable market for fault current
    limiters and Secure Super Grids systems exceeds $1 billion
    annually.  AMSC
    Power Systems
   6




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Core
    Technologies
    
    PowerModule Power Converters.  Our family of
    PowerModule power electronic converters incorporates power
    semiconductor devices that switch, control and move large
    amounts of power faster and with far less disruption than the
    electromechanical switches that have historically been used.
    With power ratings from 60 to 1,000 kW per converter, these
    products utilize a proprietary printed circuit board design that
    incorporates a microprocessor, thereby making them programmable
    for many uses. Programmability is important because individual
    PowerModule converters and integrated stacks of PowerModule
    converters can be programmed to meet the needs of different
    customers to control and condition varying levels of power from
    tens of kilowatts to megawatts across a wide range of
    applications. We design, manufacture and sell converters for
    specific applications including grid reliability and wind energy
    systems, such as our PowerModule PM3000W product. The PM3000W,
    which we introduced in fiscal 2008, is being used in wind
    turbine electrical control systems and also sold as part of a
    package of core electrical components. We also offer the
    PowerModule PM1000 product, which has a flexible design that can
    be applied in many market applications. In order to simplify the
    adoption of PowerModule products, we also offer the PowerModule
    PM1000 Product Developer Kit and PM1000 System Developer Kit to
    enable potential new customers to more easily integrate and
    adopt the product in their applications. In addition to
    PowerModule power converter hardware, our AMSC Power Systems
    business unit is responsible for software development for the
    family of PowerModule power converters, as well as for the
    software needed to integrate the PowerModule power converters
    into larger scale systems.    
    Thyristor Switches.  At the heart of several of
    our grid reliability and power quality offerings is a thyristor
    switching technology that we obtained in April 2007 through the
    acquisition of Power Quality Systems, Inc. This is a modular
    solid-state switch, or valve, that can be configured in a
    variety of different ways for specific reactive compensation and
    power quality needs. Today, these products are solely used as a
    component in our static VAR compensator and power quality static
    VAR compensator offerings and are not sold as a stand-alone
    product. 7




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Grid
    Reliability, Power Quality and Grid Interconnection
    Systems
    Product

DescriptionD-VAR

Our D-VAR (Dynamic VAR) reactive compensation systems are Smart
    Grid infrastructure solutions that provide a powerful and
    cost-effective source of dynamic reactive compensation for a
    wide range of operational needs. Also known as STATCOMs, which
    are considered a Flexible AC-Transmission System (FACTS) device,
    our D-VAR solutions are customized to meet specific customer
    needs and include inherent flexibility to accommodate changing
    grid conditions. They can correct voltage instability problems
    on transmission networks, provide dynamic voltage and power
    factor control for regulating transmission and distribution
    networks, and support a stable point of interconnection for
    distributed generation facilities and wind farms. D-VAR systems
    utilize our proprietary and advanced control and monitoring
    system that detects and instantaneously compensates for voltage
    disturbances by injecting leading or lagging reactive power
    precisely where it is needed on the grid. D-VAR systems are
    extremely flexible and scalable, ranging from 2 megaVAR (MVAR)
    to more than 100 MVAR.SVC

Our SVC (Static VAR Compensator) is a Smart Grid infrastructure
    solution that utilizes thyristor switched capacitors and
    reactors to alleviate power flow restraints on stability limited
    lines, increase overall power grid reliability, and address
    power system disturbances for industrial facilities. Benefits of
    installing a transmission-level SVC include: stabilized voltages
    on weaker networks, reduced transmission losses, increased
    transmission capacity, reducing or delaying the need for new
    lines, voltage control and stability, power swing damping and
    higher transient stability limits. Benefits of installing a
    distribution-level SVC include allowing large electric loads to
    operate on the AC power system while minimizing the impacts of
    voltage sags and flicker problems.PQ-IVR

Our PQ-IVR (Power Quality-Industrial Voltage Restorer) systems
    offer large industrial customers a superior solution to
    disruptive power quality problems. PQ-IVR systems are voltage
    protection solutions that can detect power quality problems
    within milliseconds and counteract them before they turn into
    costly productivity problems. PQ-IVR systems incorporate our
    PowerModule power electronic converters and can be configured to
    meet a wide range of customer requirements. Our system engineers
    work with customers to find the optimum low-cost solution for
    any industrial application.     
    grid operators, such as American Electric Power, Bonneville
    Power Authority and Northeast Utilities;
    wind farm developers, owners, operators and vendors, such as
    Enbridge, Scottish Hydro and Suzlon; and
    industrial customers, such as Bridgestone, Micron Technologies
    and Universal Compression.  Wind
    Energy Systems and Solutions
   8




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
    Ghodawat Industries in India;
    Hyundai Heavy Industries in South Korea; and
    Sinovel in China.    Facilities &
    Manufacturing
  best-of-breed
  AMSC
    Superconductors
    HTS
    Wire
    2 3 7
 9




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Architecture
    of the core of 344 superconductors (un-laminated, not to scale)
          HTS
    Wire-Based Products and Applications
   10




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Superconductor Power Cables and Secure Super Grids
    Systems.
    
  Key
    components of a co-axial, cold dielectric superconductor power
    cable.
    half-mile-long,
   11




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Fault Current Limiting Systems.
      Rotating Machines.
       12




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Degaussing Systems.
  HTS
    Wire Manufacturing and Facilities
    
  Ten
    individual steps are utilized in our
    reel-to-reel
    manufacturing process for 344 superconductors
   13




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Multiple,
    ribbon-shaped HTS wires with industry-standard dimensions can be
    produced after
    first producing coatings on a wider strip. Shown is a partially
    slit 40 mm wide strip.
      Sales
    and Marketing
   14




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Backlog
      Competition
  Competition
    for AMSC Power Systems
          Competition
    for AMSC Superconductors
   15




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Patents,
    Licenses and Trade Secrets
  Patent
    Background
             16




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Power
    Systems Patents
    tm
    HTS
    Patents
      ®
   17




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Trade
    Secrets
    Employees
    Corporate
    Information
  1-800-SEC-0330
    Form 10-K. Form 10-K, Form 10-Q, Form 8-K
    Form 10-K
 18




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EXECUTIVE
    OFFICERS OF THE REGISTRANT
    Name

Age

PositionGregory J. Yurek


63


Chairman of the Board and Chief Executive OfficerDaniel P. McGahn


38


President and Chief Operating OfficerCharles W. Stankiewicz


51


Executive Vice President and General Manager, AMSC Power SystemsDavid A. Henry


48


Senior Vice President, Chief Financial Officer and TreasurerTimothy D. Poor


43


Senior Vice President, Global Sales and Business DevelopmentAngelo R. Santamaria


47


Senior Vice President, Global Manufacturing OperationsJohn R. Collett


45


Senior Vice President, Strategic Planning and Corporate
    DevelopmentSusan J. DiCecco


58


Vice President, Corporate Administration   Gregory J. Yurek
  Daniel P. McGahn
  Charles W. Stankiewicz
  David A. Henry
  Timothy D. Poor
 19




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Angelo R. Santamaria
  John R. Collett
  Susan J. DiCecco
 20




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Item 1A.
    RISK
    FACTORS  I.
    Risks
    related to our financial results and our common stock.  We
    have a history of operating losses, and we may incur losses in
    the future.
      Our
    operating results may fluctuate significantly from quarter to
    quarter and may fall below expectations in any particular fiscal
    quarter.
  period-to-period
    A
    significant portion of our revenues are derived from a single
    customer.
    Adverse
    changes in domestic and global economic conditions could
    adversely affect our operating results.
    Changes
    in exchange rates could adversely affect our results from
    operations.
   21




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Our
    common stock has experienced, and may continue to experience,
    significant market price and volume fluctuations, which may
    prevent our stockholders from selling our common stock at a
    profit and could lead to costly litigation against us that could
    divert our managements attention.
    II.
    Risks
    related to our business and industry.  General
  If we
    fail to implement our business strategy, our financial
    performance and our growth could be materially and adversely
    affected.
    We may
    not realize all of the sales expected from our backlog of orders
    and contracts.
   22




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Many
    of our revenue opportunities are dependent upon subcontractors
    and other business collaborators.
    Our
    products face intense competition, which could limit our ability
    to acquire or retain customers.
             23




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Our
    success is dependent upon attracting and retaining qualified
    personnel and our inability to do so could significantly damage
    our business and prospects.
      We may
    acquire additional complementary businesses or technologies,
    which may require us to incur substantial costs for which we may
    never realize the anticipated benefits.
      
    difficulty assimilating acquired operations, technologies and
    personnel;
    inability to retain management and other key personnel of the
    acquired business;
    changes in management or other key personnel that may harm
    relationships with the acquired businesss customers and
    employees;
    unforeseen liabilities of the acquired business; and
    diversion of management attention as a result of the integration
    process.    Our
    international operations are subject to risks that we do not
    face in the U.S., which could have an adverse effect on our
    operating results.
   24




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
    difficulties in staffing and managing our foreign offices and
    the increased travel, infrastructure and legal compliance costs
    associated with multiple international locations;
    potentially longer payment cycles for sales in foreign countries
    and difficulties in collecting accounts receivable;
    additional withholding taxes or other taxes on our foreign
    income and repatriated cash, and tariffs or other restrictions
    on foreign trade or investment, including export duties and
    quotas, trade and employment restrictions;
    imposition of, or unexpected adverse changes in, foreign laws or
    regulatory requirements;
    increased exposure to foreign currency exchange rate risk;
    reduced protection for intellectual property rights in some
    countries; and
    political unrest, war or acts of terrorism.    AMSC
    Power Systems Business Unit
  We
    have limited experience manufacturing our Power Systems products
    in commercial quantities overseas.
    We
    rely upon third party suppliers for the components and
    subassemblies of many of our products, making us vulnerable to
    supply shortages and price fluctuations, which could harm our
    business.
     25




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We are
    becoming increasingly reliant on contracts that require the
    issuance of performance bonds.
    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.
  and/or and/or
  Our
    success in addressing the wind energy market is dependent on the
    manufacturers that license our designs.
    Growth
    of the wind energy market depends largely on the availability
    and size of government subsidies and economic
    incentives.
    AMSC
    Superconductors Business Unit
  There
    are a number of technological challenges that must be
    successfully addressed before our superconductor products can
    gain widespread commercial acceptance, and our inability to
    address such technological challenges could adversely affect our
    ability to acquire customers for our products.
   26




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##### Table of Contents



We
    have not manufactured our 344 superconductors in commercial
    quantities, and a failure to manufacture our 344 superconductors
    in commercial quantities at acceptable cost and quality levels
    would substantially limit our future revenue and profit
    potential.
    The
    commercial uses of superconductor products are limited today,
    and a widespread commercial market for our products may not
    develop.
        We
    have limited experience in marketing and selling our
    superconductor products and system-level solutions, and our
    failure to effectively market and sell our products and
    solutions could adversely affect our revenue and cash
    flow.
     27




---



##### Table of Contents



Our
    contracts with the U.S. government are subject to audit,
    modification or termination by the U.S. government, include
    certain other provisions in favor of the government, and the
    continued funding of such contracts remains subject to annual
    congressional appropriation which, if not approved, could
    adversely affect our results of operations and financial
    condition.
      
    obtain certain rights to the intellectual property that we
    develop under the contract;
    decline to award future contracts if actual or apparent
    organizational conflicts of interest are discovered, or to
    impose organizational conflict mitigation measures as a
    condition of eligibility for an award;
    suspend or debar the contractor from doing business with the
    government or a specific government agency; and
    pursue criminal or civil remedies under the False Claims Act,
    False Statements Act and similar remedy provisions unique to
    government contracting.  Termination-for-convenience
  III.
    Risks related to our intellectual property and legal
    matters.
  Our
    technology and products could infringe intellectual property
    rights of others, which may require costly litigation and, if we
    are not successful, could cause us to pay substantial damages
    and disrupt our business.
   28




---



##### Table of Contents



and/or
  Our
    patents may not provide meaningful protection for our
    technology, which could result in us losing some or all of our
    market position.
    
    the patent applications that we or our licensors file may not
    result in patents being issued;
    any patents issued may be challenged by third parties; and
    others may independently develop similar technologies not
    protected by our patents or design around the patented aspects
    of any technologies we develop.    Third
    parties have or may acquire patents that cover the materials,
    processes and technologies we use or may use in the future to
    manufacture our HTS products, and our success depends on our
    ability to license such patents or other proprietary
    rights.
    Item 1B.
    UNRESOLVED
    STAFF COMMENTS    Item 2.
    PROPERTIES     29




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##### Table of Contents



Item 3.
    LEGAL
    PROCEEDINGS    Item 4.
    [Removed
    and Reserved] 30




---



##### Table of Contents



PART II  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
    Common StockPriceHigh

LowFiscal year ended March 31, 2009:First quarter

$
47.53


$
23.03Second quarter


40.00



15.94Third quarter


24.16



8.22Fourth quarter


19.58



11.66Fiscal year ended March 31, 2010:First quarter


30.25



16.99Second quarter


37.58



21.31Third quarter


43.41



28.76Fourth quarter


43.95



25.13   Holders
    Dividend
    Policy
    Securities
    Authorized for Issuance Under Our Equity Compensation
    Plans
    Number of SecuritiesRemaining AvailableNumber of Securities


Weighted-Average


for Future Issuance Underto be Issued Upon


Exercise Price of


Equity CompensationExercise of


Outstanding


Plans (ExcludingOutstanding Options,


Options, Warrants


Securities Reflected inPlan Category

Warrants and Rights


and Rights


Column (a))Equity compensation plans approved by security holders


2,714,916


$
21.15



4,692,888
(1)Equity compensation plans not approved by security holders


1,000
(2)


28.75



Total


2,715,916


$
21.15



4,692,888     (1)
    
    In addition to being available for future issuance upon exercise
    of options that may be granted after March 31, 2010,
    4,144,908 shares available for issuance under our 2007
    Stock Incentive Plan may instead be issued in the form of
    restricted stock, unrestricted stock, stock appreciation rights,
    performance shares or other equity-based awards. Additionally,
    244,000 shares are available under the 2007 Director
    Stock Option Plan and 303,980 shares available under the
    employee stock purchase plan on March 31, 2010.(2)
    
    Represents 1,000 shares subject to outstanding
    non-qualified stock options granted to the former employees of
    Integrated Electronics, LLC (IE) in connection with
    our purchase of substantially all the assets of IE in June 2000. 31




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##### Table of Contents



Item 6.
    SELECTED
    FINANCIAL DATA  Form 10-K,
  Fiscal Year Ended March 31,2010

2009

2008

2007

2006(In thousands, except per share data)Revenues

$
315,955


$
182,755


$
112,396


$
52,183


$
50,872Net income (loss)


16,248



(16,635
)


(25,447
)


(34,675
)


(30,876
)Net income (loss) per common share  basic


0.37



(0.39
)


(0.65
)


(1.04
)


(0.94
)Net income (loss) per common share  diluted


0.36



(0.39
)


(0.65
)


(1.04
)


(0.94
)Total assets


400,184



309,106



261,234



132,433



133,470Working capital


158,705



131,187



124,334



34,942



66,220Cash, cash equivalents, short and long-term marketable
    securities and restricted cash


155,118



117,207



119,404



35,324



65,669Stockholders equity


280,965



221,861



208,452



101,621



115,100     five-day
  five-day
 32




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##### Table of Contents



33




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##### Table of Contents



Item 7.
    MANAGEMENT
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Executive
    Overview
            Critical
    Accounting Policies and Estimates
    
    Revenue;
    Impairment of long-lived assets; 34




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##### Table of Contents




    Inventory;
    Income taxes;
    Goodwill;
    Acquisition accounting; and
    Stock-based compensation.  Revenue. percentage-of-completion Percentage-of-completion
          and/or
  Impairment of long-lived assets.
 35




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##### Table of Contents




    a significant change in the manner in which an asset is used;
    a significant decrease in the market value of an asset;
    a significant adverse change in its business or the industry in
    which it is sold;
    a current period operating cash flow loss combined with a
    history of operating or cash flow losses or a projection or
    forecast that demonstrates continuing losses associated with the
    asset; and
    significant advances in our technologies that require changes in
    our manufacturing process.    Inventory. and/or
  Income taxes.
        Goodwill.
 36




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##### Table of Contents



Acquisition accounting.
  Stock-based compensation.
      Results
    of Operations
       37




---



##### Table of Contents



Years
    Ended March 31, 2010 and March 31, 2009
  Revenues
    Fiscal Years EndedMarch 31,2010


2009AMSC Power Systems

$
304,276


$
168,008AMSC Superconductors


11,679



14,747Total

$
315,955


$
182,755       percentage-of-completion
  Revenue Earned forRevenue Earned

the Fiscal YearsExpected Total

through

Ended March 31,Project Name

Contract Value

March 31, 2010

2010

2009HYDRA

$
24,908


$
9,573


$
1,721


$
4,207LIPA I and II


40,141



34,351



3,616



2,934DOE-FCL


7,898



4,406



1,403



2,080NAVSEA Motor Study


6,511



6,212



332



2,940      38




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##### Table of Contents



DOE-FCL
  Cost-sharing
    funding
    Cost
    of Revenues and Gross Margin
      Operating
    Expenses
  Research
    and development
    Fiscal Years EndedMarch 31,2010


2009R&D expenses per Consolidated Statements of Operations

$
23,593


$
19,675R&D expenditures reclassified as cost of revenues


14,869



18,720R&D expenditures offset by cost-sharing funding


971



1,129Aggregated R&D expenses

$
39,433


$
39,524  39




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##### Table of Contents



Selling,
    general, and administrative
    Fiscal Years EndedMarch 31,2010


2009SG&A expenses per Consolidated Statements of Operations

$
50,446


$
37,516SG&A expenditures reclassified as cost of revenues


352



617SG&A expenditures offset by cost sharing funding


846



983Aggregated SG&A expenses

$
51,644


$
39,116         Amortization
    of acquisition related intangibles
    Restructuring
    and impairments
   40




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##### Table of Contents



Operating
    income (loss)
    Fiscal Years EndedMarch 31,2010


2009AMSC Power Systems

$
77,604


$
26,492AMSC Superconductors


(24,432
)


(23,655
)Unallocated corporate expenses


(14,511
)


(11,033
)Total

$
38,661


$
(8,196
)         Non-operating
    expenses/Interest income
    mark-to-market
  Income
    Taxes
     41




---



##### Table of Contents



Years
    Ended March 31, 2009 and March 31, 2008
  Revenues
    Fiscal Years EndedMarch 31,2009


2008AMSC Power Systems

$
168,008


$
96,823AMSC Superconductors


14,747



15,573Total

$
182,755


$
112,396         Revenue Earned forRevenue Earned

the Fiscal YearsExpected Total

through

Ended March 31,Project Name

Contract Value

March 31, 2009

2009

2008HYDRA

$
24,908


$
7,852


$
4,207


$
3,645LIPA I and II


36,606



30,735



2,934



4,345DOE-FCL


3,065



3,003



2,080



92336.5 MW Motor


90,150



90,150







1,283NAVSEA Motor Study


5,886



5,880



2,940



2,551        42




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##### Table of Contents



Cost-sharing
    funding
    Cost
    of Revenues and Gross Margin
    Operating
    Expenses
  Research
    and development
    Fiscal Years EndedMarch 31,2009


2008R&D expenses per Consolidated Statements of Operations

$
19,675


$
15,651R&D expenditures reclassified as cost of revenues


18,720



16,218R&D expenditures offset by cost-sharing funding


1,129



1,323Aggregated R&D expenses

$
39,524


$
33,192     Selling,
    general, and administrative
    Fiscal Years EndedMarch 31,2009


2008SG&A expenses per Consolidated Statements of Operations

$
37,516


$
28,752SG&A expenditures reclassified as costs of revenue


617



1,014SG&A expenditures offset by cost sharing funding


983



1,216Aggregated SG&A expenses

$
39,116


$
30,982    43




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##### Table of Contents



Amortization
    of acquisition related intangibles
    Restructuring
    and impairments
      Operating
    income (loss)
    Fiscal Years EndedMarch 31,2009


2008AMSC Power Systems

$
26,492


$
10,865AMSC Superconductors


(23,655
)


(21,784
)Unallocated corporate expenses


(11,033
)


(13,971
)Total

$
(8,196
)

$
(24,890
)        44




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##### Table of Contents



Non-operating
    expenses/Interest income
    mark-to-market mark-to-market
  Income
    Taxes
    Non-GAAP Measures
  Form 10-K,
    Reconciliation
    of GAAP Net Income (Loss) to Non-GAAP Net Income
    (Loss)
    (In thousands, except per share data)
  Year Ended March 31,2010


2009


2008Net income (loss)

$
16,248


$
(16,635
)

$
(25,447
)Amortization of acquisition-related intangibles


1,827



1,848



5,058Restructuring and impairments


451



1,030



7,462Stock-based compensation


13,494



9,672



5,665Re-valuation of warrant






1,335



1,652Tax effects


(367
)


(373
)


(1,158
)Non-GAAP net income (loss)

$
31,653


$
(3,123
)

$
(6,768
)Non-GAAP earnings (loss) per share

$
0.70


$
(0.07
)

$
(0.17
)Weighted average shares outstanding*


45,290



42,718



39,137     *
    
    Diluted shares are used for periods where non-GAAP net income is
    generated.   45




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##### Table of Contents



Liquidity
    and Capital Resources
    March 31,2010


2009Cash and cash equivalents

$
87,594


$
70,674Marketable securities


61,811



39,255Restricted cash


5,713



7,278Total cash, cash equivalents, marketable securities and
    restricted cash

$
155,118


$
117,207                 Off-Balance
    Sheet Arrangements
     46




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##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 YearsOperating leases (rent)

$
3,039


$
2,009


$
951


$
79


$Operating leases (other)


228



78



121



29



Purchase obligations (subcontracts)


10,928



10,928











Purchase obligations (purchase orders)


79,609



79,609











Total contractual cash obligations

$
93,804


$
92,624


$
1,072


$
108


$
   New
    Accounting Pronouncements
           47




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##### Table of Contents



Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Cash and
    cash equivalents
    Foreign
    currency exchange risk
         48




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##### Table of Contents



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
          49




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
    CONSOLIDATED BALANCE SHEETS
    (In thousands)
  March 31,


March 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
87,594


$
70,674Marketable securities


54,469



39,255Accounts receivable, net


62,203



48,071Inventory


35,858



35,129Prepaid expenses and other current assets


15,381



12,345Restricted cash


5,713



5,872Deferred tax assets, net


1,776



1,160Total current assets


262,994



212,506Property, plant and equipment, net


64,315



54,838Goodwill


36,696



26,233Intangibles, net


7,770



8,859Marketable securities


7,342



Restricted cash






1,406Other assets


21,067



5,264Total assets

$
400,184


$
309,106LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
84,319


$
60,253Deferred revenue


19,970



21,066Total current liabilities


104,289



81,319Deferred revenue


13,302



4,902Deferred tax liabilities, net


1,248



840Other


380



184Total liabilities


119,219



87,245Commitments and contingencies (Note 9)Stockholders equity:Common stock, $0.01 par value Authorized shares 
    100,000,000; shares issued and outstanding 44,829,541 and
    43,297,635 at March 31, 2010 and 2009, respectively


448



433Additional paid-in capital


698,417



653,054Deferred contract costs  warrant






(2
)Accumulated other comprehensive loss


(7,011
)


(4,487
)Accumulated deficit


(410,889
)


(427,137
)Total stockholders equity


280,965



221,861Total liabilities and stockholders equity

$
400,184


$
309,106    50




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
  Year Ended March 31,2010


2009


2008Revenues

$
315,955


$
182,755


$
112,396Cost and operating expenses:Cost of revenues


200,977



130,882



80,363Research and development


23,593



19,675



15,651Selling, general and administrative


50,446



37,516



28,752Amortization of acquisition related intangibles


1,827



1,848



5,058Restructuring and impairments


451



1,030



7,462Total cost and operating expenses


277,294



190,951



137,286Operating income (loss)


38,661



(8,196
)


(24,890
)Interest income


788



2,785



3,977Other income (expense), net


(2,693
)


(2,489
)


(1,654
)Income (loss) before income tax expense


36,756



(7,900
)


(22,567
)Income tax expense


20,508



8,735



2,880Net income (loss)

$
16,248


$
(16,635
)

$
(25,447
)Net income (loss) per common shareBasic

$
0.37


$
(0.39
)

$
(0.65
)Diluted

$
0.36


$
(0.39
)

$
(0.65
)Weighted average number of common shares outstandingBasic


44,445



42,718



39,137Diluted


45,290



42,718



39,137    51




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##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
  For the Year Ended March 31,2010


2009


2008Cash flows from operating activities:Net income (loss)

$
16,248


$
(16,635
)

$
(25,447
)Adjustments to reconcile net income (loss) to net cash used in
    operations:Depreciation and amortization


9,789



8,403



10,095Stock-based compensation expense


13,494



9,672



5,665Stock-based compensation expense  non-employee


138



7



232Impairment charges on long-lived assets










757Inventory write-down charges










933Allowance for doubtful accounts


457



1,495



Re-valuation of warrant






1,335



1,652Deferred income taxes


(2,717
)






(3,424
)Other non-cash items


1,155



826



697Changes in operating asset and liability accounts:Accounts receivable


(21,603
)


(18,845
)


(20,330
)Inventory


(656
)


(24,382
)


(4,410
)Prepaid expenses and other current assets


(6,421
)


(6,277
)


(2,853
)Accounts payable and accrued expenses


23,775



27,210



11,635Deferred revenue


7,021



14,765



6,975Net cash provided by (used in) operating activities


40,680



(2,426
)


(17,823
)Cash flows from investing activities:Purchase of property, plant and equipment


(16,541
)


(6,534
)


(8,598
)Proceeds from the sale of property, plant and equipment






2



1,360Purchase of marketable securities


(81,980
)


(89,576
)


(174,650
)Proceeds from the maturity of marketable securities


59,387



88,605



155,917Change in restricted cash


1,602



5,699



(13,172
)Acquisition costs, net of cash acquired in acquisitions










(102
)Purchase of intangible assets


(1,516
)


(1,120
)


(1,264
)Change in other assets


(948
)


(566
)


49Net cash used in investing activities


(39,996
)


(3,490
)


(40,460
)Cash flows from financing activities:Proceeds from follow-on public offering, net










93,612Proceeds from exercise of employee stock options and ESPP


19,003



12,463



14,820Net cash provided by financing activities


19,003



12,463



108,432Effect of exchange rate changes on cash and cash equivalents


(2,767
)


(3,707
)


1,760Net increase in cash and cash equivalents


16,920



2,840



51,909Cash and cash equivalents at beginning of year


70,674



67,834



15,925Cash and cash equivalents at end of year

$
87,594


$
70,674


$
67,834Supplemental schedule of cash flow information:Non-cash issuance of common stock

$
1,915


$
556


$
362Non-cash contingent consideration in connection with acquisitions


10,828



11,008



9,856Issuance of common stock in connection with acquisitions










4,349Cash paid for income taxes


12,387



5,269



34    52




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##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 (In
    thousands)
  Common Stock


Additional


Deferred


Accumulated Other





TotalNumber


Par


Paid-in


Contract


Comprehensive


Accumulated


Stockholdersof Shares


Value


Capital


Costs-Warrant


Income (Loss)


Deficit


EquityBalance at March 31, 2007


35,016



350



486,194



(14
)


146



(385,055
)


101,621Exercise of stock options


1,392



14



14,551















14,565Exercise of warrants


26























Public offering of common stock


4,700



47



93,565















93,612Acquisition of Power Quality Systems


295



3



4,346















4,349Issuance of common stock  ESPP


14







254















254Issuance of common stock  restricted shares


79



1



















1Stock-based compensation expense










5,665















5,665Non-employee stock-based compensation expense










232















232Issuance of stock for calendar 2007 401(k) match


20







362















362Contingent consideration










9,856















9,856Amortization of deferred warrant costs














6











6Unrealized gains on investments


















264







264Cumulative translation adjustment


















3,112







3,112Net loss






















(25,447
)


(25,447
)Balance at March 31, 2008


41,542



415



615,025



(8
)


3,522



(410,502
)


208,452Exercise of stock options


738



7



12,167















12,174Exercise of warrants


148



2



4,339















4,341Issuance of common stock  ESPP


17







289















289Issuance of common stock  restricted shares


404



4



(4
)














Stock-based compensation expense










9,672















9,672Non-employee stock-based compensation expense










7















7Issuance of stock for calendar 2008 401(k) match


25







556















556Contingent consideration


424



5



11,003















11,008Amortization of deferred warrant costs














6











6Unrealized losses on investments


















(113
)






(113
)Cumulative translation adjustment


















(7,896
)






(7,896
)Net loss






















(16,635
)


(16,635
)Balance at March 31, 2009


43,298



433



653,054



(2
)


(4,487
)


(427,137
)


221,861Exercise of stock options


810



8



18,632















18,640Issuance of common stock  ESPP


14







363















363Issuance of common stock  restricted shares


217



2



(2
)














Stock-based compensation expense










13,494















13,494Non-employee stock-based compensation expense










138















138Issuance of stock for calendar 2009 401(k) match


33



1



857















858Contingent consideration


426



4



10,824















10,828Minority Interest Investment


32







1,057















1,057Amortization of deferred warrant costs














2











2Unrealized losses on investments


















(37
)






(37
)Cumulative translation adjustment


















(2,487
)






(2,487
)Net income






















16,248



16,248Balance at March 31, 2010


44,830


$
448


$
698,417


$



$
(7,011
)

$
(410,889
)

$
280,965    53




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
    CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
    (In thousands)
  Year Ended March 31,2010


2009


2008Net income (loss)

$
16,248


$
(16,635
)

$
(25,447
)Other comprehensive income (loss)Foreign currency translation


(2,487
)


(7,896
)


3,112Unrealized gain (loss) on investments


(37
)


(113
)


264Other comprehensive income (loss)


(2,524
)


(8,009
)


3,376Comprehensive income (loss)

$
13,724


$
(24,644
)

$
(22,071
)    54




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Nature of
    the Business and Operations    2.
    Summary
    of Significant Accounting Policies    Basis
    of Consolidation
    Use of
    Estimates
    Cash
    Equivalents
    Marketable
    Securities
  available-for-sale
 55




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary
  Accounts
    Receivable
      Inventories
  first-in
  Derivatives
     56




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
    Asset Classification

Estimated Useful Life in YearsBuilding

40Process upgrades to the building

10-40Machinery and equipment

3-10Furniture and fixtures

3-5Leasehold improvements

Shorter of the estimated useful life or the remaining lease term     Goodwill
    and Other Intangible Assets
        Accounting
    for Impairment of Long-Lived Assets
    
    a significant change in the manner in which an asset is used;
    a significant decrease in the market value of an asset;
    a significant adverse change in its business or the industry in
    which it is sold;
    a current period operating cash flow loss combined with a
    history of operating or cash flow losses or a projection or
    forecast that demonstrates continuing losses associated with the
    asset; and
    significant advances in the Companys technologies that
    require changes in the manufacturing process.   57




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    Recognition
  percentage-of-completion percentage-of-completion
         58




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Research
    and Development Costs
    Income
    Taxes
        Stock-Based
    Compensation
     59




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Computation
    of Net Loss per Common Share
    Year Ended March 31,2010


2009


2008Numerator:Net income (loss)

$
16,248


$
(16,635
)

$
(25,447
)Denominator:Weighted-average shares of common stock outstanding


44,493



43,323



39,492Weighted-average shares subject to repurchase


(48
)


(605
)


(355
)Shares used in per-share calculation  basic


44,445



42,718



39,137Dilutive effect of employee equity incentive plans


845







Shares used in per-share calculation  diluted


45,290



42,718



39,137Net income (loss) per share  basic

$
0.37


$
(0.39
)

$
(0.65
)Net income (loss) per share  diluted

$
0.36


$
(0.39
)

$
(0.65
)    60




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Foreign
    Currency Translation
    Risks
    and Uncertainties
        Disclosure
    of Fair Value of Financial Instruments
    3.
    Marketable
    Securities    Gross

Gross

Fair MarketCost at

Unrealized

Unrealized

Value atMarch 31, 2010

Gains

Losses

March 31, 2010Short-term commercial paper

$
54,438


$
35


$
(4
)

$
54,469Long-term commercial paper

$
7,267


$
75


$



$
7,342   Gross

Gross

Fair MarketCost at

Unrealized

Unrealized

Value atMarch 31, 2009

Gains

Losses

March 31, 2009Short-term commercial paper

$
39,099


$
157


$
(1
)

$
39,255  61




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
    Valuation
    Hierarchy
    Level 1 
    Inputs are unadjusted quoted prices in active markets for
    identical assets or liabilities that the Company has the ability
    to access at the measurement date.Level 2 
    Inputs include quoted prices for similar assets and liabilities
    in active markets, quoted prices for identical or similar assets
    or liabilities in markets that are not active, inputs other than
    quoted prices that are observable for the asset or liability,
    and inputs that are derived principally from or corroborated by
    observable market data by correlation or other means (market
    corroborated inputs).Level 3 
    Unobservable inputs that reflect the Companys assumptions
    that market participants would use in pricing the asset or
    liability. The Company develops these inputs based on the best
    information available, including its own data.      Total

Quoted Prices in

Using Significant

Using SignificantCarrying

Active Markets

Other Observable

UnobservableValue

(Level 1)

Inputs (Level 2)

Inputs (Level 3)March 31, 2010:Cash equivalents

$
29,054


$
29,054


$



$
Short-term marketable securities


54,469







54,469



Long-term marketable securities


7,342







7,342



March 31, 2009:Cash equivalents

$
30,483


$
30,483


$



$
Marketable securities


39,255







39,255



   Valuation
    Techniques
     62




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##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Derivative
    Financial Instruments        5.
    Accounts
    Receivable    March 31,2010


2009Accounts receivable (billed)

$
53,825


$
40,173Accounts receivable (unbilled)


10,305



9,241Less: Allowance for doubtful accounts


(1,927
)


(1,343
)Accounts receivable, net

$
62,203


$
48,071    63




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    Inventory    March 31,2010


2009Raw materials

$
18,065


$
16,098Work-in-progress


7,318



6,522Finished goods


7,879



8,150Deferred program costs


2,596



4,359Inventory

$
35,858


$
35,129       7.
    Property,
    Plant and Equipment    March 31,2010


2009Land

$
4,022


$
4,022Construction in progress  equipment


13,099



1,463Buildings


36,599



36,587Equipment


34,980



32,372Furniture and fixtures


1,502



1,453Leasehold improvements


3,389



3,097Property, Plant and equipment, gross


93,591



78,994Less accumulated depreciation and amortization


(29,276
)


(24,156
)Property, plant and equipment, net

$
64,315


$
54,838    64




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Intangible
    Assets    For the Year Ended March 31,2010


2009Gross


Accumulated


Net Book


Gross


Accumulated


Net Book


EstimatedAmount


Amortization


Value


Amount


Amortization


Value


Useful LifeLicenses

$
1,924


$
(1,690
)

$
234


$
1,734


$
(1,666
)

$
68


7Patents


7,531



(3,965
)


3,566



6,743



(3,602
)


3,141


7Contractual relationships/ backlog


3,463



(3,416
)


47



3,401



(3,353
)


48


2Customer relationships


2,638



(1,908
)


730



2,601



(1,284
)


1,317


3 - 5Trade names and trademarks


1,223



(568
)


655



1,200



(385
)


815


7Core technology and know-how


5,646



(3,108
)


2,538



5,572



(2,102
)


3,470


5 - 10Intangible assets, net

$
22,425


$
(14,655
)

$
7,770


$
21,251


$
(12,392
)

$
8,859       For the Fiscal Years Ended March 31,2011

2012

2013

2014

2015Amortization expense

$
2,523


$
2,072


$
1,046


$
806


$
500     Power SystemsBalance March 31, 2008

$
18,530Contingent Consideration


11,008Currency Translation


(3,305
)Balance March 31, 2009


26,233Contingent Consideration


10,828Currency Translation


(365
)Balance March 31, 2010

$
36,696  65




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2010


2009Goodwill by geography:U.S.

$
6,861


$
6,862Europe


29,835



19,371Total

$
36,696


$
26,233   March 31,2010


2009Intangible assets by geography:U.S.

$
4,475


$
4,444Europe


3,295



4,415Total

$
7,770


$
8,859     March 31,2010


2009Intangible assets by business segments:AMSC Power Systems

$
5,034


$
6,367AMSC Superconductors


2,736



2,492Total

$
7,770


$
8,859     9.
    Accounts
    Payable and Accrued Expenses    March 31,2010


2009Accounts payable

$
33,762


$
23,881Accrued miscellaneous expenses


9,047



7,920Accrued subcontractor program costs


5,671



6,370Accrued compensation


8,938



6,399Income taxes payable


20,470



8,824Accrued warranty


6,431



4,749Accrued restructuring






2,110Total

$
84,319


$
60,253  66




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Product
    Warranty
    For the Fiscal Year EndedMarch 31,2010


2009Beginning balance

$
4,749


$
1,775Accruals for warranties during the period


6,232



6,531Settlements during the period


(3,865
)


(3,443
)Adjustments relating to preexisting warranties


(685
)


(114
)Ending balance

$
6,431


$
4,749   10.
    Income
    Taxes    For the Fiscal Years EndedMarch 31,2010


2009


2008Net income (loss) before income tax expense:U.S.

$
(43,672
)

$
(38,802
)

$
(32,242
)Foreign


80,428



30,902



9,675Total

$
36,756


$
(7,900
)

$
(22,567
)     For the Fiscal Years Ended March 31,2010


2009


2008CurrentFederal

$



$



$
State










Foreign


23,215



8,589



5,998Total current


23,215



8,589



5,998DeferredFederal


30



30



161State


5



6



29Foreign


(2,742
)


110



(3,308
)Total deferred


(2,707
)


146



(3,118
)Income tax expense

$
20,508


$
8,735


$
2,880  67




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Fiscal Year EndedMarch 31,2010


2009


2008Statutory federal income tax rate


34
%


(34
)%


(34
)%State income taxes, net of federal benefit


(6
)


(24
)


(9
)State rate change






36



Foreign income tax rate differential


(20
)


(38
)


(3
)Stock options


3



5



2Nondeductible expenses


1







Research and development credit


(2
)


(7
)


(1
)Valuation allowance


46



173



58Effective income tax rate


56
%


111
%


13
%     For the Year EndedMarch 31,2010


2009Deferred tax assets:Net operating loss carryforwards

$
176,028


$
164,886Research and development and other credits


7,439



6,501Accruals and reserves


4,664



6,353Fixed assets and intangibles


63



22Other


9,373



5,301Gross deferred tax assets


197,567



183,063Valuation allowance


(187,358
)


(174,695
)Total deferred tax assets


10,209



8,368Deferred tax liabilities:Intangibles from acquisitions


(710
)


(1,040
)Fixed assets and intangibles


(5,946
)


(6,482
)Total deferred tax liabilities


(6,656
)


(7,522
)Net deferred tax assets

$
3,553


$
846    68




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Balance at March 31, 2008

$
Increase for tax positions related to fiscal 2008


105Balance at March 31, 2009


105Increase for tax positions related to fiscal 2009


90Balance at March 31, 2010

$
195      69




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    Stockholders
    Equity  Public
    Offering
    Stock-Based
    Compensation
    For the Fiscal Year Ended March 31,2010


2009


2008Stock options

$
5,895


$
3,599


$
3,139Restricted stock and stock awards


7,535



6,022



2,481Employee stock purchase plan


64



51



45Total stock-based compensation expense

$
13,494


$
9,672


$
5,665       Stock-Based Compensation in the

For the Fiscal Years Ended March 31,Statement of Operations by Line Item

2010


2009


2008Cost of revenues

$
1,199


$
1,350


$
515Research and development


2,023



1,934



1,046Selling, general and administrative


10,272



6,388



4,104Total stock-based compensation expense

$
13,494


$
9,672


$
5,665  70




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedWeighted


AverageAverage


Remaining


AggregateOptions/


Exercise


Contractual


Intrinsic ValueShares


Price


Term


(Thousands)Outstanding at March 31, 2009


2,705,546


$
19.97Granted at fair value


868,765



28.29Exercised


(810,196
)


23.01Canceled/Forfeited


(48,199
)


52.73Outstanding at March 31, 2010


2,715,916


$
21.15



6.4


$
24,249Fully vested at March 31, 2010


1,319,140


$
17.55



4.1


$
16,379         For the Fiscal Years Ended March 31,2010

2009

2008Dividend yield


None



None



NoneExpected volatility


68.9
%


61.5
%


58.9
%Risk-free interest rate


2.6
%


3.0
%


4.7
%Expected life (years)


4.8



4.9



5.3    71




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedWeighted


Average


IntrinsicAverage


Remaining


AggregateGrant Date


Contractual


ValueShares


Fair Value


Term


(Thousands)Outstanding at March 31, 2009


611,083


$
23.17Granted


248,585



27.47Vested


(345,969
)


20.16Forfeited


(5,325
)


24.46Outstanding at March 31, 2010


508,374


$
27.31



8.56


$
14,692     Stock-Based
    Compensation Plans
        Employee
    Stock Purchase Plan
   72




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Purchase Warrants
      12.
    Commitments
    and Contingencies          For the Fiscal Years Ended March 31,2010

2009

2008Rent expense

$
2,153


$
1,777


$
2,819  73




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Fiscal Years Ended March 31,

Total2011


2,0092012


6432013


3082014 and beyond


79Total

$
3,039             13.
    Cost-Sharing
    Arrangements   74




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Fiscal Years Ended March 31,2010

2009

2008Costs incurred

$
3,861


$
4,478


$
6,066R&D expenditures offset by cost sharing funding received


971



1,129



1,323SG&A expenditures offset by cost sharing funding received


846



983



1,216     14.
    Employee
    Benefit Plans    15.
    Acquisitions  Acquisition
    of Power Quality Systems, Inc.
        Acquisition
    of Windtec Consulting GmbH
     75




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Investment
    in Tres Amigas
    16.
    Restructuring           76




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    EmployeeLease


Decontamination


Severance &Termination


and Other Facility


RelatedCosts


Closing Costs


Benefits


TotalBalance March 31, 2007

$
94


$



$
370


$
464Charges to operations


3,765



2,723



217



6,705Cash disbursements


(759
)


(814
)


(587
)


(2,160
)Balance March 31, 2008


3,100



1,909







5,009Charges to operations


222



808







1,030Cash disbursements


(2,860
)


(1,069
)






(3,929
)Balance March 31, 2009


462



1,648







2,110Charges to operations


445



6







451Cash disbursements


(907
)


(1,654
)






(2,561
)Balance March 31, 2010

$



$



$



$
   17.
    Business
    Segment and Geographic Information          For the Fiscal Years Ended March 31,Revenues

2010


2009


2008AMSC Power Systems

$
304,276


$
168,008


$
96,823AMSC Superconductors


11,679



14,747



15,573Total

$
315,955


$
182,755


$
112,396   For the Fiscal Years Ended March 31,Operating Income (Loss)

2010


2009


2008AMSC Power Systems

$
77,604


$
26,492


$
10,865AMSC Superconductors


(24,432
)


(23,655
)


(21,784
)Unallocated corporate expenses


(14,511
)


(11,033
)


(13,971
)Total

$
38,661


$
(8,196
)

$
(24,890
)  77




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2010


2009AMSC Power Systems

$
179,873


$
136,777AMSC Superconductors


32,978



21,830Corporate assets


187,333



150,499Total

$
400,184


$
309,106       For the Fiscal Years Ended March 31,2010


2009


2008U.S.

$
40,750


$
29,826


$
29,671Other North America


4,434



6,256



3,531Europe


14,755



5,123



4,838Asia-Pacific


256,016



141,550



74,356Total

$
315,955


$
182,755


$
112,396         March 31,2010


2009U.S.

$
58,538


$
50,597Europe


3,602



2,421Asia-Pacific


2,175



1,820Total

$
64,315


$
54,838  78




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Quarterly
    Financial Data (Unaudited)  (In thousands, except per share amount)

For the Fiscal Year Ended March 31, 2010:June 30,

September 30,

December 31,

March 31,Three Months Ended

2009

2009

2009

2010Total revenue

$
73,000


$
74,672


$
80,659


$
87,624Operating income (loss)


6,391



10,330



10,440



11,500Net income (loss)


1,792



4,340



5,179



4,937Net income (loss) per common share  Basic


0.04



0.10



0.12



0.11Net income (loss) per common share  Diluted


0.04



0.10



0.11



0.11   For the Fiscal Year Ended March 31, 2009:June 30,

September 30,

December 31,

March 31,Three Months Ended

2008

2008

2008

2009Total revenue

$
39,817


$
40,375


$
41,334


$
61,229Operating income (loss)


(2,688
)


(3,813
)


(5,736
)


4,041Net income (loss)


(6,103
)


(4,068
)


(7,772
)


1,308Net income (loss) per common share  Basic


(0.15
)


(0.10
)


(0.18
)


0.03Net income (loss) per common share  Diluted


(0.15
)


(0.10
)


(0.18
)


0.03     19.
    Subsequent
    Events    20.
    New
    Accounting Pronouncements     79




---



##### Table of Contents



AMERICAN
    SUPERCONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         80




---



##### Table of Contents



Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    Item 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial Reporting
          Internal Control 
    Integrated Framework
 81




---



##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    OTHER
    INFORMATION   82




---



##### Table of Contents



PART III  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K,
  Item 11.
    EXECUTIVE
    COMPENSATION    Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    Item 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   83




---



##### Table of Contents



PART IV  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K:
            Form 10-K
 84




---



##### Table of Contents



American
    Superconductor Corporation
  Schedule II 
    Valuation and Qualifying Accounts
 (In
    thousands)
  Balance,

Additions

Deductions

Balance,Beginning of

Charged to Costs

Actual

Less

End ofDescription

Year

and Against Revenue

Write-Off

Recoveries

YearAllowance for doubtful notes and accounts receivable:Fiscal year ended March 31, 2010

$
1,343


$
1,447


$
54


$
809


$
1,927Fiscal year ended March 31, 2009


5



1,652



203



111



1,343Fiscal year ended March 31, 2008


5















5Balance,







Balance,Beginning of







End ofYear

Additions

Expirations

Adjustments

YearDeferred Tax Asset Valuation Allowance:Fiscal year ended March 31, 2010

$
174,695


$
16,189


$
(4,148
)

$
622


$
187,358Fiscal year ended March 31, 2009


171,664



7,055







(4,024
)


174,695Fiscal year ended March 31, 2008


162,703



8,961











171,664  85




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##### Table of Contents



SIGNATURES
      By:
    /s/  Gregory
    J. Yurek  Gregory J. Yurek
 Chairman of the Board and
 Chief Executive Officer
      Name

Title

Date/s/  Gregory
    J. YurekGregory
    J. Yurek

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

May 27, 2010/s/  David
    A. HenryDavid
    A. Henry

Senior Vice President and Chief Financial Officer (Principal
    Financial and Accounting Officer)

May 27, 2010/s/  Vikram
    S. BudhrajaVikram
    S. Budhraja

Director

May 27, 2010/s/  Peter
    O. CrispPeter
    O. Crisp

Director

May 27, 2010/s/  Richard
    DrouinRichard
    Drouin

Director

May 27, 2010/s/  David
    R. Oliver, Jr.David
    R. Oliver, Jr.

Director

May 27, 2010/s/  John
    B. Vander SandeJohn
    B. Vander Sande

Director

May 27, 2010/s/  John
    W. Wood, Jr.John
    W. Wood, Jr.

Director

May 27, 2010




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description3
.1a

Restated Certificate of Incorporation of the Registrant(1)3
.1b

Certificate of Amendment of Restated Certificate of
    Incorporation of the Registrant(2)3
.2

Amended and Restated By-laws, as amended, of the Registrant(3)*10
.1

1993 Stock Option Plan(4)*10
.2

Amended and Restated 1996 Stock Incentive Plan(5)*10
.3

Form of incentive stock option agreement under Amended and
    Restated 1996 Stock Incentive Plan(6)*10
.4

Form of non-statutory stock option agreement under Amended and
    Restated 1996 Stock Incentive Plan(6)*10
.5

Second Amended and Restated 1997 Director Stock Option
    Plan, as amended(7)*10
.6

Form of Stock Option Agreement under Second Amended and Restated
    1997 Director Stock Option Plan, as amended(8)*10
.7

2004 Stock Incentive Plan, as amended(7)*10
.8

Form of incentive stock option agreement under 2004 Stock
    Incentive Plan, as amended(8)*10
.9

Form of non-statutory stock option agreement under 2004 Stock
    Incentive Plan, as amended(8)*10
.10

Form of restricted stock agreement under 2004 Stock Incentive
    Plan, as amended(8)*10
.11

2007 Stock Incentive Plan, as amended*10
.12

Form of Incentive Stock Option Agreement under 2007 Stock
    Incentive Plan, as amended(9)*10
.13

Form of Nonstatutory Stock Option Agreement under 2007 Stock
    Option Plan, as amended(9)*10
.14

Form of Restricted Stock Agreement Regarding Awards to Executive
    Officers under 2007 Stock Option Plan, as amended(9)*10
.15

Form of Restricted Stock Agreement Regarding Awards to
    Employees, under 2007 Stock Option Plan, as amended(9)*10
.16

Form of Restricted Stock Agreement (regarding performance-based
    awards to executive officers and employees) under 2007 Stock
    Incentive Plan, as amended(10)*10
.17

2007 Director Stock Plan, as amended(11)*10
.18

Form of Nonstatutory Stock Option Agreement Under
    2007 Director Stock Plan, as amended(9)*10
.19

Executive Incentive Plan for the fiscal year ended March 31,
    2010(6)*10
.20

Executive Incentive Plan for the fiscal year ending March 31,
    2011*10
.21

Employment Agreement dated as of December 4, 1991 between the
    Registrant and Gregory J. Yurek(12)10
.22

Form of Employee Nondisclosure and Developments Agreement(12)*10
.23

Noncompetition Agreement dated as of July 10, 1987 between the
    Registrant and John Vander Sande(12)*10
.24

Amended and Restated Executive Severance Agreement dated as of
    December 23, 2008 between the Registrant and Gregory J. Yurek(7)*10
.25

Amended and Restated Executive Severance Agreement dated as of
    December 23, 2008 between the Registrant and David A. Henry(7)*10
.26

Amended and Restated Executive Severance Agreement dated as of
    December 23, 2008 between the Registrant and Charles W.
    Stankiewicz(7)*10
.27

Amended and Restated Executive Severance Agreement dated as of
    December 23, 2008 between the Registrant and Angelo R.
    Santamaria(7)*10
.28

Amended and Restated Executive Severance Agreement dated as of
    December 23, 2008 between the Registrant and Daniel P. McGahn(7)*10
.29

First Amendment to Amended and Restated Executive Severance
    Agreement, effective as of December 11, 2009, between the
    Registrant and Daniel P. McGahn(13)*10
.30

Amended and Restated Executive Severance Agreement dated as of
    December 23, 2008 between the Registrant and Timothy D. Poor(7)*10
.31

Executive Severance Agreement dated as of September 8, 2009
    between the Registrant and Susan J. DiCecco.(14)




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##### Table of Contents



Exhibit No.

Description*10
.32

Executive Severance Agreement dated as of May 18, 2010 between
    the Registrant and John R. Collett.10
.33

Stock Purchase Agreement, dated November 28, 2006, between the
    Registrant and Gerald Hehenberger Privatstiftung(15)10
.34

Purchase Contract No. 06.7IC014 for the Core Components of the
    Electrical Control System of FL 1500 Wind Turbine, dated as of
    December 15, 2006, between Sinovel Wind Co., Ltd and Windtec
    Systemtechnik Handels GmbH(10)10
.35

Purchase Contract No. 06.7IC015 for the Software of FL 1500 Wind
    Turbine, dated as of December 15, 2006, between Sinovel Wind
    Co., Ltd and Windtec Systemtechnik Handels GmbH(10)10
.36

Contract Amendment to the Purchase Contract No. 06.7IC014 for
    the Core Components of the Electrical Control System of FL 1500
    Wind Turbine, dated as of March 6, 2007, between Sinovel Wind
    Co., Ltd and Windtec Systemtechnik Handels GmbH(10)10
.37

Contract Amendment to the Purchase Contract No. 06.7IC015 for
    the Software of FL 1500 Wind Turbine, dated as of March 6, 2007,
    between Sinovel Wind Co., Ltd and Windtec Systemtechnik Handels
    GmbH(10)10
.38

Purchase Contract No. FDCG07060 for the Core Components of the
    Electrical Control System of SL 1500 Wind Turbine, dated as of
    December 24, 2007, between Sinovel Wind Co., Ltd, China National
    Machinery & Equipment Import & Export Corporation and
    Windtec Systemtechnik Handels GmbH(10)10
.39

Purchase Contract No. FDCG07061 for the Software of SL 1500 Wind
    Turbine, dated as of December 24, 2007, between Sinovel Wind
    Co., Ltd, China National Machinery & Equipment Import
    & Export Corporation and Windtec Systemtechnik Handels
    GmbH(10)10
.40

Purchase Contract No. FDCG08050 for the Electrical System of SL
    3000 Wind Turbine, dated as of March 7, 2008, between Sinovel
    Wind Co., Ltd, China National Machinery & Equipment Import
    & Export Corporation and Windtec Systemtechnik Handels
    GmbH(10)10
.41

Purchase Contract No. FDCG08051 for the Core Components of the
    Electrical Control System of SL 3000 Wind Turbine, dated as of
    March 7, 2008, between Sinovel Wind Co., Ltd, China National
    Machinery & Equipment Import & Export Corporation and
    Windtec Systemtechnik Handels GmbH(10)10
.42

Purchase Contract No. FDCG08045-01 for the Core Components of
    the Electrical Control System and Software of SL 1500 Wind
    Turbine, effective as of June 5, 2008, between Sinovel Wind Co.,
    Ltd and Suzhou AMSC Superconductor Co., Ltd.(16)10
.43

Amendment No. HB-FDCG08045-01-2, dated July 24, 2009, to
    Purchase Contract No. FDCG08045-01 for the Core Components of
    the Electrical Control System and Software of SL 1500 Wind
    Turbine, effective as of June 5, 2008, between Sinovel Wind Co.,
    Ltd. and Suzhou AMSC Superconductor Co., Ltd.(11)+10
.44

Purchase Contract No. HCG1.5MW-10016-01, effective as of May 12,
    2010, between Sinovel Wind Group Co., Ltd. and Suzhou AMSC
    Superconductor Co., Ltd.(17)21
.1

Subsidiaries23
.1

Consent of PricewaterhouseCoopers LLP31
.1

Chief Executive Officer  Certification pursuant to
    Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act
    of 1934, as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200231
.2

Chief Financial Officer  Certification pursuant to
    Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act
    of 1934, as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200232
.1

Chief Executive Officer  Certification pursuant to
    Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act
    of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

Chief Financial Officer  Certification pursuant to
    Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act
    of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     (1)
    
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Registration Statement on
    Form S-3,
    filed with the Commission on January 24, 2000 (File No.
    333-95261).




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##### Table of Contents



(2)
    
    Incorporated by reference to Exhibit 3.1 to the Quarterly
    Report on
    Form 10-Q
    filed with the Commission on August 9, 2004 (File
    No. 000-19672).(3)
    
    Incorporated by reference to Exhibit 3.1 to the Quarterly
    Report on
    Form 10-Q
    filed with the Commission on February 7, 2008 (File
    No. 000-19672).(4)
    
    Incorporated by reference to Exhibits to the Registrants
    Annual Report on
    Form 10-K
    filed with the Commission on June 29, 1993 (Commission File
    No.
    000-19672).(5)
    
    Incorporated by reference to Exhibit 10.21 to the
    Registrants Annual Report on
    Form 10-K
    filed with the Commission on June 27, 2001 (Commission File
    No.
    000-19672).(6)
    
    Incorporated by reference to Exhibits to the Registrants
    Annual Report on
    Form 10-K
    filed with the Commission on May 28, 2009 (Commission File
    No.
    000-19672).(7)
    
    Incorporated by reference to Exhibits to the Registrants
    Current Report on
    Form 10-Q
    filed with the Commission on February 5, 2009 (Commission
    File No.
    000-19672).(8)
    
    Incorporated by reference to Exhibits to the Registrants
    Quarterly Report on
    Form 10-Q
    filed with the Commission on November 9, 2004 (Commission
    File
    No. 000-19672).(9)
    
    Incorporated by reference to Exhibits to the Registrants
    Current Report on
    Form 10-Q
    filed with the Commission on November 9, 2007 (Commission
    File No.
    000-19672).(10)
    
    Incorporated by reference to Exhibits to the Registrants
    Annual Report on
    Form 10-K
    filed with the Commission on May 29, 2008 (Commission File
    No.
    000-19672).(11)
    
    Incorporated by reference to Exhibits to the Registrants
    Quarterly Report on
    Form 10-Q
    filed with the Commission on August 6, 2009 (Commission
    File No.
    000-19672).(12)
    
    Incorporated by reference to Exhibits to the Registrants
    Registration Statement on
    Form S-1,
    filed with the Commission on December 13, 1991 (File No.
    333-43647).(13)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed with the Commission on February 3, 2010 (Commission
    File
    No. 000-19672).(14)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed with the Commission on November 5, 2009 (Commission
    File
    No. 000-19672).(15)
    
    Incorporated by reference to Exhibit 10.01 to the
    Registrants Current Report on
    Form 8-K
    filed with the Commission on November 29, 2006 (Commission
    File
    No. 000-19672).(16)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the Commission on June 11, 2008 (Commission File
    No.
    000-19672).(17)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the Commission on May 17, 2010 (Commission File
    No.
    000-19672).
    
    Confidential treatment previously requested and granted with
    respect to certain portions, which portions were omitted and
    filed separately with the Commission.+
    
    Confidential treatment has been requested with respect to
    certain portions of this exhibit, which portions have been filed
    separately with the Commission.*
    
    Management contract or compensatory plan or arrangement required
    to be filed as an Exhibit to this
    Form 10-K.