Bloom Energy (BE) Risk Factor Changes

Our ability to achieve any ESG goal, target, or objective, is subject to numerous risks, many of which are outside of our control.

Like many companies, we face scrutiny relating to our Environmental, Social and Governance (“ESG”) practices and disclosures, including our human capital management initiatives.

Provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit stockholders’ rights, and limit the market price of our common stock.

We have never declared or paid any cash dividends on our capital stock and do not intend to pay cash dividends in the foreseeable future.

Future sales of our common stock by current or potential future significant holders, or the perception that such sales could occur, may adversely affect the market price of our common stock.

We may issue additional shares of our common stock in connection with future conversions of our outstanding convertible notes, which may dilute our existing stockholders and potentially adversely affect the market pri…

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.

We believe part of our success depends on the efforts and talent of our manufacturing employees and our ability to attract, develop, motivate and retain such employees.

Our cross-border transactions and international operations are subject to complex foreign and U.S.

Although we currently operate primarily in the U.S., we continue to expand our business internationally.

Our financing and debt agreements, including the notes and the credit agreement, contain events of default.

Given our substantial level of indebtedness, it may be difficult for us to secure additional debt financing at an attractive cost, which may in turn impact our ability to expand or maintain our operations, develop our…

Accordingly, in order to grow our business, we must maintain confidence in our liquidity and long-term business prospects among customers, suppliers, financing partners and other parties.

We are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002.

In order to grow effectively, we must efficiently operate our business, manage our capital expenditures and control our costs.

•the timing of the development of the market for our new features and products;

Since our inception in 2001, we have incurred significant net losses and have used significant cash in our business.

rights, or otherwise assert their rights by seeking royalties or injunctions.

In connection with our expansion into new markets, we may need to develop relationships with new partners, including project developers and/or financiers who may require access to certain of our intellectual property…

and working for a competitor.

Our inability to effectively protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

We have been and continue to be involved in legal proceedings, administrative proceedings, claims, and other litigation matters that arise in the ordinary course of business.

These claims could require us to incur significant costs to defend.

In addition, there may be further changes in the leadership of various U.S.

generation for specific technologies.

At the federal level in the U.S., the FERC has authority to regulate under various federal energy regulatory laws, transmission, wholesale sales of electric energy, capacity, and ancillary services, and the delivery o…

We operate in a dynamic and complex regulatory and legal environment, characterized by evolving policies, geopolitical pressures, and the global push toward energy transition.

In most jurisdictions where air permits and various land use permits are required for installation of larger Energy Server system installations, the length of time to obtain these permits has increased.

It is difficult and costly to track the requirements of every individual authority having jurisdiction over our installations, to design our products to comply with these varying standards, and to obtain all applicabl…

Under the IRA, the U.S.

For example, many of our installations in California interconnect with investor-owned utilities on FC NEM tariffs.

While we have a history of manufacturing and selling our Energy Server systems, we have a limited history with regard to other technologies, such as carbon capture and storage.

Our limited history of manufacturing new products make it difficult to evaluate our future prospects and the challenges we may encounter.

We may introduce and promote new technologies or products that are still in the early stages of development or have not been fully realized.

We have established foreign trade zones in California and Delaware, through qualification with U.S.

A failure to properly comply with foreign trade zone laws and regulations could increase the cost of our duties and tariffs including by causing us to have to pay deferred duties and tariffs on goods located within su…

Trade tariffs could have a material adverse effect on our business.

Certain features or characteristics of some of our supply agreements could expose us to risks, such as excess inventory, insufficient inventory (if one or more suppliers do not produce for any reason), or above market…

In some cases, we have had to create our own supply chain for some of the components and materials utilized in our fuel cells.

Lengthy sales and installation cycles can increase the risk of customer disputes or delayed or incomplete installations.

Furthermore, we rely on the ability of our third-party contractors to install products at our customers’ sites and to meet our installation requirements.

utility company of new transmission and distribution facilities and may also require construction of new natural gas pipelines to connect a project to the interstate pipeline system.

We provide performance warranties and guaranties covering the efficiency and output performance of our products.

Field conditions, such as the quality of the fuel supply and environmental factors, can impact the performance of our products in unpredictable ways.

Our products are complex, and they may contain undetected or latent errors or defects.

Many of our competitors, such as traditional utilities and other companies offering distributed generation products, have longer operating histories, customer incumbency advantages, access to and influence with local…

We compete for customers, financing partners and incentive dollars from other electric power providers.

Our Energy Server systems are designed to operate at a constant output 24x7.

Because our fuel cell systems are designed to be able to operate at a constant output 24x7, while our customers’ demand for electricity typically fluctuates over the course of the day or week, there are often periods…

We need to reduce the manufacturing costs for our products to expand our markets.

We believe that the customer’s decision to purchase our Energy Server system is significantly influenced by its price, the price predictability of electricity generated by our Energy Server systems in comparison to th…

In the U.S., our capacity to offer our Energy Server systems through financed arrangements depends in large part on the ability of financing parties to optimize the tax benefits associated with the Energy Server systems.

Our products have significant upfront costs, which may be a barrier for some customers who may not have the financial capability to purchase our products directly.

Our products have significant upfront costs, and, for some customers, we need to attract financiers to help them finance purchases.

Our sales cycle is typically 8 to 12 months but can vary considerably.

•the introduction, emergence, continuance, maturation or success of, or increased government support for, other hydrogen production or alternative energy generation technologies and products (including, for example, s…

Distributed energy generation and hydrogen production are still emerging markets.

•Provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit stockholders’ rights, and limit the market price of our common stock.

•Future sales of our common stock by current or potential future significant holders, or the perception that such sales could occur, may adversely affect the market price of our common stock.

•We may issue additional shares of our common stock in connection with future conversions of outstanding convertible notes, which may dilute our existing stockholders and potentially adversely affect the market price…

•Our inability to effectively protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

•We are subject to laws and regulations that could impose substantial costs upon us and cause delays

•We have a limited history of manufacturing new products.

•Trade tariffs could have a material adverse effect on our business.

•Distributed energy generation and hydrogen production are emerging markets that may not receive widespread acceptance or demand may be lower than we expect.

SK ecoplant Co., Ltd.

officers and other key management, technical, engineering, finance and sales personnel, could adversely impact our business, our financial condition and our operating results.

In addition, security breaches and cyberattacks could negatively impact our brand and reputation and our competitive position and could result in litigation with third parties, regulatory action and increased remediat…

There is no assurance that any measures we may take to combat known and unknown cybersecurity risks will be sufficient to prevent future security breaches and cyberattacks.

Our information technology systems, and those maintained by our third-party providers, have been in the past, and may be in the future, subjected to attempts to gain unauthorized access, disable, destroy, maliciously…

We maintain information that is confidential, proprietary or otherwise sensitive in nature on our information technology systems, and on the systems of our third-party providers.

Data security breaches and cyberattacks could compromise our intellectual property or other confidential information and cause significant damage to our business, product performance, brand, and reputation.

Our cross-border transactions and international operations are subject to complex foreign and U.S.

We utilize a sourcing strategy that emphasizes global procurement of materials that have direct or indirect dependencies upon a number of vendors with operations in the Asia Pacific region.

our products may outpace our ability to engage sufficient and experienced personnel to manage the higher number of installations and to engage contractors to complete installations on a timely basis and in accordance…

ordinances, or rules applicable to our Energy Server systems, or by our customers’ and potential customers’ energy procurement policies.

In most jurisdictions where air permits and various land use permits are required for installation of larger Energy Server system installations, the length of time to obtain these permits has increased.

cannot meet any applicable GHG standards, there are alternative tariffs available for our customers.

arrangements could mean that we end up paying for inventory that we do not need or that is at a higher price than the market.

We have long-term supply agreements with certain suppliers.

We have, in some instances, entered into long-term supply agreements that could result in excess or, if one or more suppliers do not produce for any reason, insufficient inventory, above market pricing or higher costs…

Lengthy sales and installation cycles can increase the risk of customer disputes or delayed or incomplete installations.

Field conditions, such as the quality of the fuel supply and environmental factors, can impact the performance of our products in unpredictable ways.

To the extent we are successful in growing our business, we may need to increase the production capacity of our products.

In any particular period, a substantial amount of our total revenue has and could continue to come from a relatively small number of customers.

We derive a substantial portion of our revenue and backlog from a limited number of customers, and the loss of or a significant reduction in orders from a large customer could have a material adverse effect on our ope…

Because our fuel cell systems are designed to be able to operate at a constant output 24x7, while our customers’ demand for electricity typically fluctuates over the course of the day or week, there are often periods…

•Data security breaches and cyberattacks could compromise our intellectual property or other confidential information and cause significant damage to our business, product performance, brand and reputation.

•We are subject to laws and regulations, including environmental laws and regulations, regarding our products.

•Our business is subject to risks associated with construction, utility interconnection study and transmission upgrade delays, cost overruns and delays, including those related to permits, regulatory approvals, and ot…

•We derive a substantial portion of our revenue and backlog from a limited number of customers.

•Our products involve a lengthy sales and installation cycle, which may lengthen further as we seek larger transactions.

As a result, our operations and our financial results, including our ability to execute our business strategy, manufacture, and sell products, and the demand for our products, can be adversely affected by a number of…

•If a new health epidemic or outbreak were to occur, we could experience broad and varied effects similar to the impact of COVID-19, including adverse impacts to our workforce and supply chain, inflationary pressures…

•Relationships between the U.S.

•The Russia and Ukraine conflict has had adverse effects on the pricing in Europe for liquified natural gas and other fuels which can be utilized by our energy server systems, which may have adversely impacted the att…

•The current administration has implemented new and revised tariffs on all U.S.

•Tensions between mainland China and Taiwan have increased significantly in recent years, presenting an elevated risk of hostilities.

•Trade tensions have risen between the U.S.

Geopolitical and security issues, such as changes in U.S.