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(Mark One)
☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to ____________

Delaware			77-0565408
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
4353 North First Street, San Jose, California			95134
(Address of principal executive offices)			(Zip Code)
(408) 543-1500
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class(1)			Trading Symbol			Name of each exchange on which registered
Class A Common Stock, $0.0001 par value			BE			New York Stock Exchange
(1) Our Class B Common Stock is not registered but is convertible into shares of Class A Common Stock at the election of the holder.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ

Large accelerated filer þ     Accelerated filer   ¨      Non-accelerated filer   ¨      Smaller reporting company  ☐      Emerging growth company  ☐ 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

			Page
Part I
Item 1 - Business			5
Item 1A - Risk Factors			20
Item 1B - Unresolved Staff Comments			50
Item 2 - Properties			50
Item 3 - Legal Proceedings			50
Item 4 - Mine Safety Disclosures			50
Part II
Item 5 - Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			51
Item 6 - [Reserved]			52
Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations			53
Item 7A - Quantitative and Qualitative Disclosures About Market Risk			76
Item 8 - Financial Statements and Supplementary Data			78
Report of Independent Registered Public Accounting Firm			79
Consolidated Balance Sheets			82
Consolidated Statements of Operations			83
Consolidated Statements of Comprehensive Loss			84
Consolidated Statements of Stockholders’ Equity (Deficit)			85
Consolidated Statements of Cash Flows			88
Notes to Consolidated Financial Statements			89
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			140
Item 9A - Controls and Procedures			140
Item 9B - Other Information			140
Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			140
Part III
Item 10 - Directors, Executive Officers and Corporate Governance			141
Item 11 - Executive Compensation			141
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			141
Item 13 - Certain Relationships and Related Transactions, and Director Independence			141
Item 14 - Principal Accountant Fees and Services			141
Part IV
Item 15 - Exhibits and Financial Statement Schedules			142
Item 16 - Form 10-K Summary			146
Signatures			147

Unless the context otherwise requires, the terms “we,” “us,” "our,” “Bloom Energy,” “Bloom” and the “Company” each refer to Bloom Energy Corporation and all of its subsidiaries.

Providing a resilient energy solution is now a strategic imperative: The rising frequency and intensity of natural disasters and extreme weather in recent years underscores a critical need for greater grid resilience.

There is a rise in centralized capacity constraints: The traditional centralized grid model is increasingly showing weaknesses. For example, in September of 2022, California issued an emergency proclamation order, documenting the drastic measures that must be taken to secure sufficient capacity to be able to avert catastrophic blackouts. Californians were asked to conserve energy, customers with diesel generators were being asked to run them and the state suspended many environmental permitting rules and regulations related to the deployment of power generation. This is one of the many reasons why microgrids, localized energy systems that can operate alongside a main grid or disconnect and operate autonomously, are playing an increasingly important role, providing a critical, twenty-four hours a day and seven days a week (“24x7”), always-on energy solution, powering critical infrastructure, offsetting demand on the grid, and supplying power to the grid when it is most needed.

There is an increasing focus on reducing harmful local emissions: Air pollution is the fifth leading risk factor for mortality worldwide. Calculations of the economic and health benefits associated with reducing localized air pollution such as nitrogen oxides, which are produced by combusting fuel, and particulate matter emissions have been found to exceed the economic and health benefits of reducing carbon emissions. The COVID-19 pandemic has only further shed light on these detrimental health impacts. Recent studies have linked long-term exposure to air pollution and COVID-19 death rates. They have also found that, nationwide, low-income communities of color are exposed to significantly higher levels of pollution, experiencing higher levels of lung disease and other ailments as a result.

Hydrogen is one of the keys to a zero-carbon future: We believe clean hydrogen will be a critical factor in the energy industry of the future, a truly clean alternative for both natural gas and transportation fuels and an alternative means to store energy. Hydrogen’s unique advantages – incredibly high energy density, zero carbon gas emissions when used as a fuel, and ease of storage and transportation – make it an especially attractive investment opportunity for those interested in a zero-carbon

Resiliency: Our Energy Servers avoid the vulnerabilities of conventional transmission and distribution lines by generating power on-site where the electricity is consumed. The system operates at very high availability due to its modular and fault-tolerant design, which includes multiple independent power generation modules that can be hot-swapped to provide uninterrupted service. Unlike traditional combustion generation, Bloom Energy Servers can be serviced and maintained without powering down the system. Importantly, Bloom Energy Servers that utilize existing natural gas infrastructure rely on a redundant underground mesh network, intended to provide for extremely high fuel availability that is protected from the natural disasters that often disrupt the power grid.

Sustainability: Our Energy Servers uniquely address both the causes and consequences of climate change. Our projects lower carbon emissions by displacing less-efficient fossil fuel generation on the grid, which improves air quality, including in vulnerable communities, by generating electricity without combustion, offsetting combustion from grid resources as well as eliminating the need for dirtier diesel backup power solutions. Our microgrid deployments provide customers with critical resilience to grid instability, including disruptions resulting from climate-related extreme weather events. Our Energy Servers achieve this while consuming no water during operation, with optimized land use as a result of our high-power density.

Carbon intensity is simply defined as CO2 emissions per unit of energy by the U.S. Energy Information Administration. The carbon intensity score measures greenhouse gas (“GHG”) emissions associated with producing, distributing and consuming a fuel, which is measured in grams of CO2 equivalent to megajoule (gCO2e/MJ). Different fuels emit different amounts of carbon dioxide in relation to the energy they produce when burned. For example, biofuels such as ethanol and biodiesel have been proven to emit significantly lower GHG emissions than petroleum-based fuels.

Additionally, we are pushing technology and business model boundaries to pioneer carbon capture and utilization and storage potential. It is both more feasible and cost-effective to capture CO2 emissions from our Energy Servers than from combustion generation, as no costly and complex separation of other gases like nitrogen is required. Captured CO2 emissions can be stored in underground geologic formations or utilized in new products or processes.

Predictability: In contrast to the rising and unpredictable cost outlook for grid electricity, we offer our customers the ability to lock in cost for electric power over the long-term. Unlike the grid price of electricity, which reflects the cost to maintain and update the entire transmission and distribution system, our price to our customers is based solely on their individual project. In the regions where the majority of our Energy Servers are deployed, our solution typically provides electricity to our customers at a cost that is competitive with traditional grid power prices. In addition, our solution provides greater cost predictability versus rising grid prices. Whereas grid prices are regulated and subject to frequent change based on the utility’s underlying costs, customers can contract with us for a known price in each year of their contract. Moreover, we provide customers with a solution that offers all of the fixed equipment and maintenance costs for the life of the contract.

We have invested and will continue to invest a significant amount in research and development. See our discussion of research and development expenses in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for further information.

•Intermittent solar power paired with storage. Solar power is intermittent and best suited for addressing day-time peak power requirements, while our Energy Servers are designed to provide stable baseload generation. Storage technology is intended to address the intermittency of solar power, but the low power density of the combined technologies and the challenges of extended poor weather events that sharply decrease solar power production and battery recharging makes the solution impractical for most commercial and industrial customers looking to offset a significant amount of power. As a point of comparison, our Energy Servers provide the same power output in 1/125th of the footprint of a photovoltaic solar installation, allowing us to serve far more of a customer’s energy requirements based on a customer’s available and typically limited space.

•Intermittent wind power. Power from wind turbines is intermittent, similar to solar power. Typically, wind power is deployed for utility-side, grid-scale applications in remote locations but not as a customer-side, distributed power alternative due to prohibitive space requirements and permitting issues. Where distributed wind power is available, it can be combined with storage, with similar benefits and challenges to solar-and-storage combinations. Remote wind farms feeding into the grid do not help end customers avoid the vulnerabilities and costs of the transmission and distribution system.

•Traditional co-generation systems. These systems deliver a combination of electric power and heat from combustion sources. We believe we compete favorably because of our non-combustion platform, superior electrical efficiencies, significantly less complex deployment (avoiding heating systems integration and requiring less space), superior availability, aesthetic appeal and reliability. Unlike these systems, which depend on the full and concurrent utilization of waste heat to achieve high efficiencies, we can provide highly efficient systems to any customer based solely on their power needs.

•Traditional backup equipment. As our Energy Servers deliver reliable power, particularly in grid-independent configurations where our Energy Servers can operate during grid outages, they can obviate the need for traditional backup equipment, such as diesel generators. By providing combustion-free power 24x7 rather than just as backup, we generally offer a better integrated, more reliable, cleaner and cost-effective solution than these grid-plus-backup systems.

•Other commercially available fuel cells. Basic fuel cell technology is over 100 years old. Our Energy Server uses advanced solid oxide fuel cell technology, which produces electricity directly from oxidizing a fuel. The type of solid oxide fuel cell we compete against has a solid oxide or ceramic electrolyte. The advantages of our technology include higher efficiency, long-term stability, elimination of the need for an external fuel reformer, ability to use biogas, natural gas, or hydrogen as a fuel, low emissions and relatively low cost. There are a variety of fuel cell technologies, characterized by their electrolyte material, including:

◦Proton exchange membrane fuel cells (“PEM”). PEM fuel cells typically are used in onboard transportation applications, such as powering forklifts, because of their compactness and ability for quick starts and stops. However, PEM technology requires an expensive platinum catalyst, which is susceptible to poisoning by trace amounts of impurities in the fuel or exhaust products. These fuel cells require high-cost fuel input sources of energy or an external fuel reformer, which adds to the cost, complexity and electrical inefficiency of the product. As a result, they are not typically an economically viable option for stationary baseload power generation.

◦Molten carbonate fuel cells (“MCFC”). MCFCs are high-temperature fuel cells that use an electrolyte composed of a molten carbonate salt mixture suspended in a porous, chemically inert ceramic matrix of beta-alumina solid electrolyte. The primary disadvantages of current MCFC technology are durability and lower electrical efficiency compared to solid oxide fuel cells. Current versions of the product are built for 300 kilowatt systems, and they are monolithic rather than modular. Smaller sizes are typically not economically viable. In many applications where the heat produced by these fuel cells is not commercially or internally useable continuously, mitigating the heat buildup also becomes a liability.

◦Phosphoric acid fuel cells (“PAFC”). PAFCs are a type of fuel cell that uses liquid phosphoric acid as an electrolyte. Developed in the mid-1960s and field-tested since the 1970s, they were the first fuel cells to be commercialized. PAFCs have been used for stationary power generators with output in the 100 kilowatt to 400 kilowatt range. PAFCs are best suited to combined heat and power output applications that require carefully matching and constant monitoring of power and heat requirements (heat is typically not required all year long thus significant efficiency is lost), often making the technology difficult to implement. Further, disadvantages include low power density and poor system output stability.

◦Low temperature electrolyzers. In electrolysis, electrical efficiency is a function of temperature, with higher efficiency favored by higher temperature due to better reaction kinetics at higher temperatures and lower polarization losses. The Electrolyzer, which uses solid oxide electrolyzer cells (“SOEC”), is differentiated from Alkaline, Proton Exchange or Polymer Electrolyte Membrane (PEM), and Anion Exchange Membrane (AEM) electrolysis which are low temperature electrolysis methodologies using liquid water. With high temperature electrolysis, the water needs to be heated, vaporized, and brought to operating temperature. By using steam at or near operating temperature as the input to the electrolyzer, the thermal energy requirements are reduced. Integration of SOEC with another process with available waste heat to provide the thermal energy provides additional efficiency gains.

When appropriate, we enforce our intellectual property rights against other parties. For more information about risks related to our intellectual property, please see the risk factors set forth under the caption Part I, Item 1A, Risk Factors - Risks Related to Our Intellectual Property.

Please see Part I, Item 2, Properties for additional information regarding our facilities.

There have been a number of disruptions throughout the global supply chain as the global economy reopens; demand for certain components has outpaced the return of the global supply chain to full production. We have experienced an increase in lead times with respect to the delivery of most of our components due to a variety of factors, including supply shortages, shipping delays and labor shortages, and we expect this to continue into the first half of 2023. During 2022, we experienced delays from certain vendors and suppliers as a result of these factors, although we were able to mitigate the impact so that we did not experience delays in the manufacture of our Energy Servers. For additional information on our supply chain, please see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Certain Factors Affecting our Performance.

For additional information about our different financing options, please see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Purchase and Financing Options.

As we have cultivated sales as well as strategic and financing partners over the past several years, our sales have been concentrated among a few large customers and distributors each year. During the year ended December 31, 2022, revenue from two customers accounted for approximately 38% and 37% of our total revenue, respectively. Please see Note 1 – Nature of Business, Liquidity and Basis of Presentation – Concentration of Risk – Customer Risk.

SK ecoplant in the Republic of Korea is a strategic power generation and distribution partner. Together, we have transacted nearly 330MW of projects totaling more than $2.3 billion of equipment and expected service revenue. In October 2021, we announced an expansion of our existing partnership with SK ecoplant, that includes purchase commitments for at least 500MW of our Energy Servers between 2022 and 2025 on a take or pay basis, the creation of hydrogen innovation centers in the United States and the Republic of Korea to advance green hydrogen commercialization, and an equity investment in Bloom Energy. Please see Note 17 - SK ecoplant Strategic Investment in Part II, Item 8, Financial Statements and Supplementary Data.

The direct impacts of climate change on energy systems, including the increased risk they pose to energy service disruption, may provide an opportunity for our extremely reliable and resilient energy generation. New or more stringent international accords, national or state legislation, or regulation of greenhouse gas emission may increase demand for our bioenergy and hydrogen-based products, but they may also make it more expensive or impractical to deploy natural gas-fueled Energy Servers in some markets, notwithstanding their enhanced environmental performance relative to combustion-based technologies, or may cause the loss of regulatory or policy incentives for those deployments. Examples include an anticipated greenhouse gas standard for participation in favorable fuel cell tariffs under consideration in California, new climate emissions restrictions or the introduction of carbon pricing, and the adoption of bans or restrictions on new natural gas interconnections by some local jurisdictions. For more on climate and environmental related risks, see Part I, Item 1A, Risk Factors – Risks Related to Legal Matters and Regulations.

At the federal level, the Federal Energy Regulatory Commission (“FERC”) has authority to regulate, under various federal energy regulatory laws, wholesale sales of electric energy, capacity, and ancillary services, and the delivery of natural gas in interstate commerce. Some of our tax equity partnerships in which we participate are subject to regulation under FERC with respect to market-based sales of electricity, which requires us to file notices and make other periodic filings with FERC. In addition, our project with Delmarva Power & Light Company is subject to laws and regulations relating to electricity generation, transmission, and sale at the federal level and in Delaware. To operate our systems, we obtain interconnection agreements from the applicable local primary electricity and gas utilities. In almost all cases, interconnection agreements are standard form agreements that have been pre-approved by the state or local public utility commission or other regulatory bodies with jurisdiction over interconnection agreements. As such, no additional regulatory approvals are typically required for deployment of our systems once interconnection agreements are signed, although they may be required for the export and subsequent sale of electricity or other regulated products.

we utilize the Underwriters’ Laboratory, or UL, to certify compliance with these standards. Energy Server installation guidance is provided by NFPA 853: Standard for the Installation of Stationary Fuel Cell Power Systems. Installations at sites are carried out to meet the requirements of these standards.

For more information about the regulations to which we are subject and the risks to our costs and operations related thereto, please see the risk factors set forth under the caption Part I, Item 1A, Risk Factors - Risks Related to Legal Matters and Regulations.

Please see Part I, Item 2, Properties for additional information regarding our facilities.

Our website address is www.bloomenergy.com and our investor relations website address is https://investor.bloomenergy.com. Websites are provided throughout this document for convenience only. The information contained on the referenced websites does not constitute a part of and is not incorporated by reference into this Annual Report on Form 10-K. Through a link on our website, we make available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as well as proxy statements and certain filings relating to beneficial ownership of our securities. The SEC also maintains a website at www.sec.gov that contains all reports that we file or furnish with the SEC electronically. All such filings, including those on our website, are available free of charge.

Risk Factor Summary

•The distributed generation industry is an emerging market and distributed generation may not receive widespread market acceptance or demand may be lower than we expect, which may make evaluating our business and future prospects difficult.

•Our products involve a lengthy sales and installation cycle, and if we fail to close sales on a regular and timely basis, our business could be harmed.

•Our Energy Servers have significant upfront costs, and we will need to attract investors to help customers finance purchases.

•The economic benefits of our Energy Servers to our customers depend on both the price of gas and the cost of electricity available from alternative sources, including local electric utility companies, and such cost structure is subject to change.

•If we are not able to continue to reduce our cost structure in the future or to meet service performance expectations, our ability to become profitable may be impaired.

•Deployment of our Energy Servers relies on interconnection requirements, export tariff arrangements and utility tariff requirements that are each subject to change.

•Deployment of our Energy Servers relies on fuel supply and fuel specification requirements, both of which are subject to change.

•We currently face and will continue to face significant competition.

•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 operating results and other key metrics.

•Our future growth will depend in part on expanding and diversifying our new product and market opportunities, and if we do not successfully execute on our new product and market opportunities, or if our new product and market opportunities are more limited than we expect, our operating results and future growth prospects could be adversely affected.

•Our ability to develop new products and enter into new markets could be negatively impacted if we are unable to identify and successfully engage with partners to assist in such development or expansion, where necessary or useful.

•Our products may not be successful if we are unable to maintain alignment with evolving industry standards and requirements.

•Our future success depends in part on our ability to increase our production capacity for our Energy Servers and new features and products, and we may not be able to do so in the time frame required, due to availability of parts and equipment among other factors, or not be able to do so in a cost-effective manner.

•If our products contain manufacturing defects, our business and financial results could be harmed.

•The performance of our products may be affected by factors outside of our control, which could result in harm to our business and financial results.

•If our estimates of the useful life for our Energy Servers are inaccurate or we do not meet our performance warranties and performance guaranties, or if we fail to accrue adequate warranty and guaranty reserves, our business and financial results could be harmed.

•Our business is subject to risks associated with construction, utility interconnection, fuel supply, cost overruns and delays, including those related to obtaining government permits and other contingencies that may arise in the course of completing installations.

•The failure of our suppliers to continue to deliver necessary raw materials or other components of our products in a timely manner and to specification could prevent us from delivering our products within required time frames and could cause installation delays, cancellations, penalty payments and damage to our brand and reputation.

•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, and negatively affect our results of operations.

•We face supply chain competition, including competition from businesses in other industries, which could result in insufficient inventory and negatively affect our results of operations.

•We, and some of our suppliers, obtain capital equipment used in our manufacturing process from sole suppliers and, if this equipment is damaged or otherwise unavailable, our ability to deliver our products on time will suffer.

•Our business has been and continues to be adversely affected by the COVID-19 pandemic.

•Possible new trade tariffs could have a material adverse effect on our business.

•A failure to properly comply with foreign trade zone laws and regulations could increase the cost of our duties and tariffs.

•Any significant disruption in the operations at our headquarters or manufacturing facilities could delay the production of our products, which would harm our business and results of operations.

•Our limited history manufacturing new products, such as our Electrolyzers, makes it difficult to evaluate our future prospects and challenges we may encounter.

•Our business currently benefits from the availability of rebates, tax credits and other financial programs and incentives, and the reduction, modification, or elimination of such benefits could cause our revenue to decline and harm our financial results.

•In the United States, we rely on tax equity financing arrangements to realize the benefits provided by federal tax credits and accelerated depreciation and in the event these programs are terminated, our financial results could be harmed. We also rely on incentives in the Korean, European and other international markets.

•We are subject to various national, state and local laws and regulations that could impose substantial costs upon us and cause delays in the delivery and installation of our products.

•The installation and operation of our products are subject to environmental laws and regulations in various jurisdictions, and there have been in the past and could continue to be uncertainty with respect to both how these laws and regulations may change over time and the interpretation of these environmental laws and regulations to our products, especially as they evolve.

•As we expand into international markets, we may be subject to local content requirements or pressures which could increase cost or reduce demand for our products.

•With respect to our products that run, in part, on natural gas, we may be subject to a heightened risk of regulation, a potential for the loss of certain incentives, and/or changes in our customers’ energy procurement policies.

•Existing regulations and changes to such regulations impacting the electric power industry may create technical, regulatory, and economic barriers, which could significantly reduce demand for our Energy Servers or affect the financial performance of current sites.

•We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

•Current or future litigation or administrative proceedings could have a material adverse effect on our business, our financial condition and our results of operations.

•Our failure 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.

•Our patent applications may not result in issued patents, and our issued patents may not provide adequate protection, either of which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

•We have incurred significant losses in the past and we may not be profitable for the foreseeable future.

•Our financial condition and results of operations and other key metrics are likely to fluctuate on a quarterly basis in future periods, which could cause our results for a particular period to fall below expectations, resulting in a severe decline in the price of our Class A common stock.

•If we fail to manage our growth effectively, our business and operating results may suffer.

•If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.

•Our ability to use our deferred tax assets to offset future taxable income may be subject to limitations that could subject our business to higher tax liability.

•We must maintain the confidence of our customers in our liquidity, including in our ability to timely service our debt obligations and in our ability to support and grow our business over the long-term.

•Our indebtedness, and restrictions imposed by the agreements governing our and our PPA Entities’ outstanding indebtedness, may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs.

•We may not be able to generate sufficient cash to meet our debt service obligations or our growth plans.

•Under some circumstances, we may be required to or elect to make additional payments to our PPA Entities or the Equity Investors.

•Expanding operations internationally could expose us to additional risks.

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

•If we are unable to attract and retain key employees and hire qualified management, technical, engineering, finance and sales personnel, our ability to compete and successfully grow our business could be harmed.

•Competition for manufacturing employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

•The stock price of our Class A common stock has been and may continue to be volatile.

•We may issue additional shares of our Class A common stock in connection with any future conversion of the Green Notes (as defined herein) or in connection with our transaction with SK ecoplant, which may dilute our existing stockholders and potentially adversely affect the market price of our Class A common stock.

•The dual class structure of our common stock and the voting agreements among certain stockholders have the effect of concentrating voting control of our Company with KR Sridhar, our Chairman and Chief Executive Officer, and also with those stockholders who held our capital stock prior to the completion of our initial public offering, which limits or precludes your ability to influence corporate matters and may adversely affect the trading price of our Class A common stock.

•We do not intend to pay dividends for the foreseeable future.

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

•Increased scrutiny regarding ESG practices and disclosures could result in additional costs and adversely impact our business, brand and reputation.

Risks Related to Our Business, Industry and Sales

The distributed generation industry is an emerging market and distributed generation may not receive widespread market acceptance or demand may be lower than we expect, which may make evaluating our business and future prospects difficult.

•market acceptance of our products;

•cost competitiveness, reliability, and performance of our products compared to traditional or competing power sources;

•availability and amount of government subsidies and incentives;

•the emergence, continuance, or success of, or increased government support for, other alternative energy generation technologies and products;

•prices of traditional or competing power sources;

•geopolitical and macroeconomic instability, including wars, terrorism, political unrest (including, for example, the conflict between Russia and Ukraine and tensions between China and Taiwan), actual or threatened public health emergencies and outbreak of disease (including for example, the COVID-19 pandemic), inflation, the recessionary environment, boycotts, adoption or expansion of government trade restrictions, and other business restrictions which may negatively impact the demand for our products or which may cause our customers to push out, cancel, or refrain from placing orders; and

•an increase in interest rates or tightening of the supply of capital in the global financial markets (including a reduction in total tax equity availability) which could make it difficult to finance our products.

Our Energy Servers have significant upfront costs. In order to expand our offerings to customers who lack the financial capability to purchase our Energy Servers directly and/or who prefer to lease the product or contract for our services on a pay-as-you-go model, we subsequently developed various financing options that enabled customers use of the Energy Servers without a direct purchase through third-party ownership financing arrangements. For an overview of these different financing arrangements, please see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Purchase and Financing Options. If in any given quarter we are not able to secure funding in a timely fashion, or our customers are unable to secure their own financing in a timely fashion, our results of operations and financial condition will be negatively impacted. We continue to innovate our customer contracts to attempt to attract new customers and these may have different terms and financing conditions from prior transactions.

We compete for customers, financing partners and incentive dollars with other electric power providers. Our Bloom Energy Servers compete with a broad range of companies and technologies, including traditional energy suppliers, such as public utilities, and other energy providers utilizing traditional co-generation systems, nuclear, hydro, coal or geothermal power, companies utilizing intermittent solar or wind power paired with storage, and other commercially available fuel cell companies utilizing PEM, MCFC or PAFC. We also compete with traditional backup energy equipment such as diesel generators. Our Electrolyzers compete with low temperature electrolyzer companies using Alkaline, Proton, PEM or AEM electrolysis. See our discussion of competition in Item 1 – Business – Competition.

•The risks inherent in the development and construction of new facilities, including risks of delays and cost overruns as a result of factors outside our control, which may include delays in government approvals, burdensome permitting conditions, geopolitical instability, inflation, labor shortages and delays in the delivery of manufacturing equipment and subsystems that we manufacture or obtain from suppliers (including due to the COVID-19 pandemic).

•Adding manufacturing capacity in any international location will subject us to new laws and regulations including those pertaining to labor and employment, environmental and export / import. In addition, it brings with it the risk of managing larger scale foreign operations.

•We may be unable to achieve the production throughput necessary to achieve our target annualized production run rate at our current and future manufacturing facilities.

•Manufacturing equipment may take longer and cost more to engineer and build than expected, and may not operate as required to meet our production plans.

•We may depend on third-party relationships in the development and operation of additional production capacity, which may subject us to the risk that such third parties do not fulfill their obligations to us under our arrangements with them.

•We may be unable to attract or retain qualified personnel. For example, currently the market for manufacturing labor has been constrained, which could pose a risk to our ability to increase production.

Risks Related to Government Incentive Programs

Risks Related to Legal Matters and Regulations

We have been and continue to be involved in legal proceedings, administrative proceedings, claims, and other litigation that arise in the ordinary course of business. Purchases of our products have also been the subject of litigation. For information regarding pending legal proceedings, please see Part I, Item 3, Legal Proceedings and Note 13 - Commitments and Contingencies in Part II, Item 8, Financial Statements and Supplementary Data. In addition, since our Energy Server and Electrolyzers are new types of products in nascent markets, we have in the past needed and may in the future need to seek the administrative guidance, amendment of existing regulations, or in some cases the development of new regulations, in order to operate our business in some jurisdictions. Such regulatory processes may require public hearings concerning our business, which could expose us to subsequent litigation.

•cease selling or using our products that incorporate the challenged intellectual property;

•pay substantial damages (including treble damages and attorneys’ fees if our infringement is determined to be willful);

•obtain a license from the holder of the intellectual property right, which may not be available on reasonable terms or at all; or

•redesign our products or means of production, which may not be possible or cost-effective.

Risks Related to Our Financial Condition and Operating Results

•grow our sales volume;

•increase sales to existing customers and attract new customers;

•expand into new geographical markets and industry market sectors;

•attract and retain financing partners who are willing to provide financing for sales on a timely basis, with attractive terms;

•continue to improve the useful life of our fuel cell technology and reduce our warranty servicing costs;

•reduce the cost of producing our products;

•improve the efficiency and predictability of our installation process;

•introduce new products, including products for the hydrogen market;

•improve the effectiveness of our sales and marketing activities; and

•attract and retain key talent in a competitive labor marketplace.

•the timing of installations, which may depend on many factors such as availability of inventory, product quality or performance issues, local permitting requirements, utility requirements, environmental, health, and safety requirements, weather, availability of labor, the COVID-19 pandemic or such other health emergency, and customer facility construction schedules;

•size of particular installations and number of sites involved in any particular quarter;

•the mix in the type or availability of purchase or financing options used by customers in a period, the geographical mix of customer sales, and the rates of return required by financing parties in such period;

•disruptions in our supply chain;

•whether we are able to structure our sales agreements in a manner that would allow for the product and installation revenue to be recognized upfront;

•delays or cancellations of product installations;

•fluctuations in our service costs, particularly due to unexpected costs and rising labor costs;

•fluctuations in our research and development expense, including periodic increases associated with the pre-production qualification of additional tools as we expand our production capacity;

•the length of the sales and installation cycle for a particular customer;

•the timing and level of additional purchases by new and existing customers, which may be impacted by macroeconomic factors including inflation, interest rates, the recessionary environment, and availability of capital;

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

•unanticipated expenses or installation delays associated with changes in governmental regulations, permitting requirements by local authorities at particular sites, utility requirements and environmental, health and safety requirements;

•disruptions in our sales, production, service or other business activities resulting from disagreements with our labor force or our inability to attract and retain qualified personnel; and

•unanticipated changes in federal, state, local, or foreign government incentive programs available for us, our customers, and tax equity financing parties.

Risks Related to Our Liquidity

•our limited operating history at a large scale;

•the size of our debt obligations;

•our lack of profitability;

•unfamiliarity with or uncertainty about our products and the overall perception of the distributed generation market;

•prices for electricity or natural gas in particular markets;

•competition from alternate sources of energy;

•warranty or unanticipated service issues we may experience;

•the environmental consciousness and perceived value of environmental programs to our customers;

•the size of our expansion plans in comparison to our existing capital base and the scope and history of operations;

•the availability and amount of tax incentives, credits, subsidies or other incentive programs; and

•the other factors set forth in this “Risk Factors” section.

As of December 31, 2022, we and our subsidiaries had approximately $411.6 million of total consolidated indebtedness, of which an aggregate of $285.8 million represented indebtedness that is recourse to us, $12.7 million of which is classified as current and $273.1 million of which is classified as non-current. Of this $285.8 million in debt, $61.0 million represented debt under our 10.25% Senior Secured Notes due March 2027, and $224.8 million represented debt under the $230.0 million aggregate principal amount of our 2.50% Green Convertible Senior Notes due August 2025 (the “Green Notes”). In addition, our PPA Entities’ (defined herein) outstanding indebtedness of $125.8 million represented indebtedness that is non-recourse to us. For a description and definition of PPA Entities, please see Part II, Item 7, Management’s Discussion and Analysis – Purchase and Financing Options – Portfolio Financings. As of December 31, 2022, we had $26.0 million in short-term debt and $385.6 million in long-term debt. 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 our operations and our product development activities and to remain competitive in the market. Our liquidity needs could vary significantly and may be affected by general economic conditions, industry trends, performance, and many other factors not within our control.

•borrow money;

•pay dividends or make other distributions;

•incur liens;

•make asset dispositions;

•make loans or investments;

•issue or sell share capital of our subsidiaries;

•issue guaranties;

•enter into transactions with affiliates;

•merge, consolidate or sell, lease or transfer all or substantially all of our assets;

•require us to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on indebtedness, thereby reducing the funds available for other purposes such as working capital and capital expenditures;

•make it more difficult for us to satisfy and comply with our obligations with respect to our indebtedness;

•subject us to increased sensitivity to interest rate increases;

•make us more vulnerable to economic downturns, adverse industry conditions, or catastrophic external events;

•limit our ability to withstand competitive pressures;

•limit our ability to invest in new business subsidiaries that are not PPA Entity-related;

•reduce our flexibility in planning for or responding to changing business, industry and economic conditions; and/or

•place us at a competitive disadvantage to competitors that have relatively less debt than we have.

If we do not generate sufficient cash to satisfy our debt obligations, including interest payments, or if we are unable to satisfy the requirement for the payment of principal at maturity or other payments that may be required from time to time under

Under some circumstances, we may be required to or elect to make additional payments to our PPA Entities or the Equity Investors.

Our one remaining PPA Entity (PPA V) is structured in a manner such that, other than the amount of any equity investment we have made, we do not have any further primary liability for the debts or other obligations of the PPA Entities. PPA V, which operates Energy Servers for end customers, has significant restrictions on its ability to incur increased operating costs, or could face events of default under debt or other investment agreements if end customers are not able to meet their payment obligations under PPA V or if Energy Servers are not deployed in accordance with the project’s schedule. If PPA V experiences unexpected, increased costs such as insurance costs, interest expense or taxes or as a result of the acceleration of repayment of outstanding indebtedness, or if end customers are unable or unwilling to continue to purchase power under this PPA, there could be insufficient cash generated from the project to meet the debt service obligations or to meet any targeted rates of return of Equity Investors. If PPA V fails to make required debt service payments, this could constitute an event of default and entitle the lender to foreclose on the collateral securing the debt or could trigger other payment obligations of the PPA. To avoid this, we could choose to contribute additional capital to PPA V to enable such PPA Entity to make payments to avoid an event of default, which could adversely affect our business or our financial condition.

Risks Related to Our Operations

Although we currently primarily operate in the United States, we continue to expand our business internationally. We currently have operations in the Asia Pacific region and in Ireland. Any expansion internationally could subject our business to risks associated with international operations, including:

•increased complexity and costs of managing international operations;

•conformity with applicable business customs, including translation into foreign languages and associated expenses;

•lack of availability of government incentives and subsidies;

•challenges in arranging, and availability of, financing for our customers;

•potential changes to our established business model, including installation and/or service challenges that we may have not encountered before;

•cost of alternative power sources, which could be meaningfully lower outside the United States;

•availability and cost of natural gas;

•variability in gas specifications from jurisdiction to jurisdiction;

•effects of adverse changes in currency exchange rates and rising interest rates;

•difficulties in staffing and managing foreign operations in an environment of diverse culture, laws and regulations, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;

•our ability to develop and maintain relationships with suppliers and other local businesses;

•compliance with product safety requirements and standards;

•our ability to obtain business licenses that may be needed in international locations to support expanded operations;

•compliance with local laws and regulations and unanticipated changes in local laws and regulations, including tax laws and regulations;

•challenges in managing taxation in cross-border transactions;

•greater difficulties in securing or enforcing our intellectual property rights in certain jurisdictions;

•difficulties in enforcing contracts in certain jurisdictions;

•risk of nationalization or other expropriation of private enterprises;

•trade barriers such as export requirements, tariffs, taxes, local content requirements, anti-dumping regulations and requirements, and other restrictions and expenses, which could increase the effective price of our products and make us less competitive in some countries or increase the costs to perform under our existing contracts;

•difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

•restrictions on repatriation of earnings;

•natural disasters (including as a result of climate change), acts of war or terrorism, regional conflict (including the ongoing war in Ukraine and tensions between China and Taiwan), and public health emergencies, including the COVID-19 pandemic; and

•adverse social, political and economic conditions, including inflation, a recessionary environment, and disruptions in capital markets.

We utilize a sourcing strategy that emphasizes global procurement of materials that has direct or indirect dependencies upon a number of vendors with operations in the Asia Pacific region. Physical, regulatory, technological, market, reputational, and legal risks related to climate change in these regions and globally are increasing in impact and diversity and the magnitude of any short-term or long-term adverse impact on our business or results of operations remains unknown. The physical impacts of climate change, including as a result of certain types of natural disasters occurring more frequently or with more intensity or changing weather patterns, could disrupt our supply chain, result in damage to or closures of our facilities, and could otherwise have an adverse impact on our business, operating results and financial condition. In addition, the war in Ukraine resulted in increased sanctions that affected the price of raw materials used in our products, which could have an adverse impact on our operating results.

Our cross-border transactions and international operations are subject to complex foreign and U.S. laws and regulations, including anti-bribery and corruption laws, antitrust or competition laws, data privacy laws, such as the GDPR, and environmental regulations, among others. In particular, recent years have seen a substantial increase in anti-bribery law enforcement activity by U.S. regulators, and we currently operate and seek to operate in many parts of the world that are recognized as having greater potential for corruption. Violations of any of these laws and regulations could result in fines and penalties, criminal sanctions against us or our employees, prohibitions on the conduct of our business and on our ability to offer our products and services in certain geographies, and significant harm to our business reputation. Our policies and procedures to promote compliance with these laws and regulations and to mitigate these risks may not protect us from all acts committed by our employees or third-party vendors, including contractors, agents and services partners. Additionally, the costs of complying with these laws (including the costs of investigations, auditing and monitoring) could adversely affect our current or future business.

Risks Related to Ownership of Our Common Stock

•overall performance of the equity markets;

•actual or anticipated fluctuations in our revenue and other operating results;

•changes in the financial projections we may provide to the public or our failure to meet these projections;

•changing market and economic conditions, including a recessionary environment, rising interest rates and inflationary pressures, such as those pressures the market is currently experiencing, which could make our products more expensive or could increase our costs for materials, supplies, and labor;

•failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors;

•the issuance of negative reports from short sellers;

•recruitment or departure of key personnel;

•new laws, regulations, subsidies or credits, or new interpretations of them, applicable to our business;

•negative publicity related to problems in our manufacturing or the real or perceived quality of our products;

•rumors and market speculation involving us or other companies in our industry;

•the failure or distress of competitors in our industry;

•announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships or capital commitments;

•lawsuits threatened or filed against us; and

•other events or factors including those resulting from war, natural disasters (including as result of climate change), incidents of terrorism or responses to these events.

We may issue additional shares of our Class A common stock in connection with any future conversion of the Green Notes or in connection with our transaction with SK ecoplant, which may dilute our existing stockholders and potentially adversely affect the market price of our Class A common stock.

In addition, we entered into a Securities Purchase Agreement (the “SPA”) with SK ecoplant in October 2021 that allows SK ecoplant to purchase additional shares of Class A common stock. For additional details on this transaction, see Note 18 - SK ecoplant Strategic Investment. The exercise of this option to purchase additional shares may dilute our existing stockholders and potentially adversely affect the market price of our Class A common stock.

•require that our board of directors is classified into three classes of directors with staggered three year terms;

•permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

•require super-majority voting to amend some provisions in our restated certificate of incorporation and amended and restated bylaws;

•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a shareholder rights plan;

•authorize only the chairman of our board of directors, our chief executive officer, or a majority of our board of directors to call a special meeting of stockholders;

•prohibit stockholder action by written consent, which thereby requires all stockholder actions be taken at a meeting of our stockholders;

•establish a dual class common stock structure in which holders of our Class B common stock may have the ability to control the outcome of matters requiring stockholder approval even if they own significantly less than a majority of the outstanding shares of our common stock, including the election of directors and significant corporate transactions such as a merger or other sale of our Company or substantially all of our assets;

•expressly authorize the board of directors to make, alter, or repeal our bylaws; and

•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Facility

Location

Approximate Square Footage

Held

Lease Term

Corporate headquarters1

San Jose, CA

183,000

Leased

2031

Manufacturing, warehousing, research and development2

Sunnyvale, CA

110,000

Leased

2023

Research and development

Mountain View, CA

44,000

Leased

2023

Manufacturing, research and development

Fremont, CA

326,000

Leased

*

Manufacturing and warehousing

Newark, DE

172,000

Leased

**

Manufacturing and warehousing3

Newark, DE

178,000***

Owned

n/a

* Lease terms expire in December 2027, January 2028 and February 2036.

** Lease terms expire in February 2026, December 2026 and April 2027.

*** After expansion the square footage increased from 76,000 sq. ft to 178,000 sq. ft.

1 Our corporate headquarters is used for administration, research and development, and sales and marketing.

2 50,000 sq. ft. relate to manufacturing facility and 60,000 sq. ft. represent the warehouse.

3 Our first purpose-built Bloom Energy manufacturing center for the fuel cells and Energy Servers assembly, and was designed specifically for copy-exact duplication as we expand, which we believe will help us scale more efficiently.

We are, and from time to time we may become, involved in legal proceedings or subject to claims arising in the ordinary course of our business. For a discussion of legal proceedings, see Note 13 - Commitments and Contingencies in Part II, Item 8, Financial Statements and Supplementary Data. We are not presently a party to any other legal proceedings that, in the opinion of our management and if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(in cumulative $)			July 25, 2018			September 30, 2018			December 31, 2018			March 31, 2019			June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			June 30, 2020			September 30, 2020
Bloom Energy Corporation			$100.00			$136.32			$39.92			$51.68			$49.07			$13.00			$29.87			$20.92			$43.51			$71.86
NYSE Composite Index			$100.00			$101.64			$88.91			$99.90			$103.40			$103.70			$111.59			$83.19			$96.68			$103.84
NASDAQ Clean Edge Green Energy Total Return Index			$100.00			$98.59			$88.81			$101.33			$107.02			$108.65			$126.69			$102.62			$151.76			$227.03

(in cumulative $)			December 31, 2020			March 31, 2021			June 30, 2021			September 30, 2021			December 31, 2021			March 31, 2022			June 30, 2022			September 30, 2022			December 31, 2022
Bloom Energy Corporation			$114.60			$108.16			$107.44			$74.85			$87.68			$96.55			$65.97			$79.92			$76.44
NYSE Composite Index			$119.39			$129.00			$137.52			$134.88			$144.07			$140.75			$123.10			$115.21			$130.60
NASDAQ Clean Edge Green Energy Total Return Index			$360.87			$352.89			$356.75			$323.02			$351.33			$334.15			$270.59			$295.21			$245.41

OPERATIONS

Strategic Investment

Simultaneous with the execution of the SPA, we and SK ecoplant executed an amendment to the Joint Venture Agreement (the “JVA”), an amendment and restatement to our Preferred Distribution Agreement (“PDA Restatement”) and a new Commercial Cooperation Agreement regarding initiatives pertaining to the hydrogen market and general market expansion for the Bloom Energy Server and Bloom Energy Electrolyzer. For additional details about the transaction with SK ecoplant, please see Note 17 - SK ecoplant Strategic Investment, and for more information about our joint venture with SK ecoplant, please see Note 12 - Related Party Transactions in Part II, Item 8, Financial Statements and Supplementary Data.

Global Macroeconomic Conditions

Supply Chain Constraints

Manufacturing and Labor Market Constraints

Customer Financing Constraints

Installations and Maintenance of Energy Servers

COVID-19 Pandemic

We continue to monitor and adjust, as appropriate, our operations in response to the COVID-19 pandemic. We maintain protocols to minimize the risk of COVID-19 transmission within our facilities. We will continue to follow CDC and local guidelines. For more information regarding the risks posed to our Company by the COVID-19 pandemic, refer to Part I, Item 1A, Risk Factors – Risks Related to Our Products and Manufacturing – Our business has been and continues to be adversely affected by the COVID-19 pandemic.

Environmental, Social and Governance (“ESG”)

The Report can be found on our website at https://www.bloomenergy.com/sustainibility. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this report.

Inflation Reduction Act of 2022 – New and Expanded Production and Tax Credits for Manufacturers and Projects to Support Clean Energy

•Section 48 – ITC, which provides a tax credit based on capital investment in a variety of renewable and conventional energy technologies to incentivize investment in new energy resources and more efficient use of fuel, including fuel cell technology;

•Section 48C – Qualified Advanced Energy Project (reenacted), which provides an ITC through a competitive application process administered through the Department of Energy equal to 6% or 30% of the investment with respect to advanced energy projects;

•Section 45V – Clean Hydrogen, which provides a PTC of up to $3 per kg of qualified clean hydrogen over a 10-year credit period for the production of qualified clean hydrogen at a qualified facility in the US; and

•Section 45Q – Carbon Capture Sequestration, which provides a credit ranging from $12-$17 or $60-$85 per metric ton based on the amount of carbon oxides captured from a qualified facility over a 12-year period

Liquidity and Capital Resources

As of December 31, 2022, we had $285.8 million of total outstanding recourse debt, $125.8 million of non-recourse debt and $9.5 million of other long-term liabilities. For a complete description of our outstanding debt, please see Note 7 - Outstanding Loans and Security Agreements in Part II, Item 8, Financial Statements and Supplementary Data.

Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds, the need for additional manufacturing space, the expansion of sales and marketing activities both in domestic and international markets, market acceptance of our products, our ability to secure financing for customer use of our Energy Servers, the timing of installations, and overall economic conditions. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through an equity or debt financing. Failure to obtain this financing or financing in future quarters may affect our results of operations, including our revenues and cash flows.

						Years Ended December 31,
						2022						2021
Net cash (used in) provided by:
Operating activities						$	(191,723)					$	(60,681)
Investing activities						(116,823)						(46,696)
Financing activities						211,364						306,375

						Years Ended December 31,
						2022						2021
PPA Entities ¹
Net cash provided by PPA operating activities						$	245,557					$	3,188
Net cash (used in) provided by PPA financing activities						(259,854)						3,231

1 The PPA Entities’ operating and financing cash flows are a subset of our consolidated cash flows and represent the stand-alone cash flows prepared in accordance with U.S. GAAP. Operating activities consist principally of cash used to run the operations of the PPA Entities, the purchase of Energy Servers from us and principal reductions in loan balances. Financing activities consist primarily of changes in debt carried by our PPAs, and payments from and distributions to noncontrolling partnership interests. We believe this presentation of net cash provided by (used in) PPA activities is useful to provide the reader with the impact to consolidated cash flows of the PPA Entities in which we have only a minority interest.

Operating Activities

Investing Activities

Financing Activities

We believe we have sufficient capital to operate our business over the next 12 months, including the completion of the build out of our manufacturing facilities. Our working capital was strengthened with the initial investment by SK ecoplant and our public offering. In addition, we may still enter the equity or debt market as needed to support the expansion of our business. Please refer to Note 7 - Outstanding Loans and Security Agreements in Part II, Item 8, Financial Statements and Supplementary Data; and Part I, Item 1A, Risk Factors – Risks Related to Our Liquidity – Our substantial indebtedness, and restrictions imposed by the agreements governing our and our PPA Entities’ outstanding indebtedness, may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs, and We may not be able to generate sufficient cash to meet our debt service obligations, for more information regarding the terms of and risks associated with our debt.

We also finance PPAs through a second type of Portfolio Financing pursuant to which we (i) directly sell a portfolio of PPAs and the Energy Servers to an investor or tax equity partnership or (ii) sell a Portfolio Company, in each case to an investor or tax equity partnership (in either case, an “Equity Investor”) in which we do not have an equity interest (a “Third-Party PPA”). Like the other Portfolio Financing structure, the Equity Investor owns the Portfolio Company or the Energy Servers directly, and in each case, sells the electricity generated by the Energy Servers contemplated by the PPAs to the customers. For further discussion, see Note 11 - Portfolio Financings in Part II, Item 8, Financial Statements and Supplementary Data.

•designing, manufacturing, and installing the Energy Servers, and selling such Energy Servers to the Portfolio Company or Equity Investor;

•obtaining all necessary permits and other governmental approvals necessary for the installation and operation of the Energy Servers, and maintaining such permits and approvals throughout the term of the EPC Agreements and O&M Agreements;

•operating and maintaining the Energy Servers in compliance with all applicable laws, permits and regulations;

•satisfying the performance warranties and guaranties set forth in the applicable O&M Agreements; and

•complying with any other specific requirements contained in the PPAs with customers.

For further information about our Portfolio Financings, see Note 11 - Portfolio Financings in Part II, Item 8, Financial Statements and Supplementary Data.

India. In India, sales activities are currently conducted by Bloom Energy (India) Pvt. Ltd., our wholly owned subsidiary; however, we continue to evaluate the Indian market to determine whether the use of channel partners would be a beneficial go-to-market strategy to grow our India market sales.

Japan. In Japan, sales were previously conducted pursuant to a Japanese joint venture established between us and subsidiaries of SoftBank Corp., called Bloom Energy Japan Limited (“Bloom Energy Japan”). Under this arrangement, we sold Energy Servers to Bloom Energy Japan and we recognized revenue once the Energy Servers left the port in the United States. Bloom Energy Japan then entered into the contract with the end customer and performed all installation work as well as some of the operations and maintenance work. As of July 1, 2021, we acquired Softbank Corp’s interest in Bloom Energy Japan for a cash payment and are now the sole owner of Bloom Energy Japan.

The Republic of Korea. In 2018, Bloom Energy Japan consummated a sale of Energy Servers in the Republic of Korea to Korea South-East Power Company. Following this sale, we entered into a Preferred Distributor Agreement in November 2018 with SK ecoplant for the marketing and sale of Bloom Energy Servers for the stationary utility and commercial and industrial South Korean power market.

As part of our expanded strategic partnership with SK ecoplant, the parties executed the PDA Restatement in October 2021, which incorporates previously amended terms and establishes: (i) SK ecoplant’s purchase commitments of at least 500MW of power for our Energy Servers between 2022 and 2025 on a take or pay basis (ii) rollover procedures; (iii) premium pricing for product and services; (iv) termination procedures for material breaches; and (v) procedures if there are material changes to the Republic of Korea Hydrogen Portfolio Standard. For additional details about the transaction with SK ecoplant, please see Note 17 - SK ecoplant Strategic Investment.

SK ecoplant Joint Venture Agreement. In September 2019, we entered into a joint venture agreement with SK ecoplant to establish a light-assembly facility in the Republic of Korea for sales of certain portions of our Energy Server for the stationary utility and commercial and industrial market in the Republic of Korea. The joint venture is a variable interest entity (“VIE”) of Bloom and we consolidate it in our financial statements as we are the primary beneficiary and therefore have the power to direct activities which are most significant to the joint venture. The joint venture facility became operational in July 2020. Other than a nominal initial capital contribution by Bloom Energy, the joint venture is funded by SK ecoplant. SK ecoplant, who currently acts as a distributor for our Energy Servers for the stationary utility and commercial and industrial market in the Republic of Korea, is our primary customer for the products assembled by the joint venture. In October 2021, as part of our expanded strategic partnership with SK ecoplant, the parties agreed to amend the JVA to increase the scope of assembly work done in the joint venture facility. The joint venture was further developed in 2022.

•Product accepted - the number of customer acceptances of our Energy Servers in any period. We recognize revenue when an acceptance is achieved. We use this metric to measure the volume of deployment activity. We measure each Energy Server manufactured, shipped and accepted in terms of 100 kilowatt equivalents.

•Product costs of product accepted in the period (per kilowatt) - the average unit product cost for the Energy Servers that are accepted in a period. We use this metric to provide insight into the trajectory of product costs and, in particular, the effectiveness of cost reduction activities.

•Period costs of manufacturing expenses not included in product costs - the manufacturing and related operating costs that are incurred to procure parts and manufacture Energy Servers that are not included as part of product costs. We use this metric to measure any costs incurred to run our manufacturing operations that are not capitalized (i.e., absorbed, such as stock-based compensation) into inventory and therefore, expensed to our consolidated statement of operations in the period that they are incurred.

•Installation costs on product accepted (per kilowatt) - the average unit installation cost for Energy Servers that are accepted in a given period. This metric is used to provide insight into the trajectory of install costs and, in particular, to evaluate whether our installation costs are in line with our installation billings.

																		Years Ended December 31,												Change
																														2022						2021						Amount						%
Product accepted during the period (in 100 kilowatt systems)																														2,281						1,879						402						21.4		%

																		Years Ended December 31,												Change
																														2022						2021						Amount						%
Megawatts accepted, net																														228						188						40						21.3		%

												Years Ended December 31,
																		2022						2021
Direct Purchase (including Third-Party PPAs and International Channels)																		98		%				96		%
Managed Services																		2		%				4		%
																		100		%				100		%

												Years Ended December 31,
																		2022						2021
Direct Purchase (including Third-Party PPAs and International Channels)																		91		%				84		%
Traditional Lease																		1		%				1		%
Managed Services																		5		%				10		%
Portfolio Financings																		3		%				5		%
																		100		%				100		%

																		Years Ended December 31,												Change
																														2022						2021						Amount						%
Product costs of product accepted in the period																														$2,453/kW						$2,346/kW						$107/kW						4.6		%
Period costs of manufacturing related expenses not included in product costs (in thousands)																														$	56,630					$	30,762					$	25,868					84.1		%
Installation costs on product accepted in the period																														$456/kW						$587/kW						-$131/kW						(22.3)		%

A discussion regarding the comparison of our financial condition and results of operations for the years ended December 31, 2022 and 2021 is presented below.

																		Years Ended December 31,												Change
																														2022						2021						Amount						%
												(dollars in thousands)
Product																														$	880,664					$	663,512					$	217,152					32.7		%
Installation																														92,120						96,059						(3,939)						(4.1)		%
Service																														150,954						144,184						6,770						4.7		%
Electricity																														75,387						68,421						6,966						10.2		%
Total revenue																														$	1,199,125					$	972,176					$	226,949					23.3		%

																		Years Ended December 31,												Change
																														2022						2021						Amount						%
												(dollars in thousands)
Product																														$	616,178					$	471,654					$	144,524					30.6		%
Installation																														104,111						110,214						(6,103)						(5.5)		%
Service																														168,491						148,286						20,205						13.6		%
Electricity																														162,057						44,441						117,616						264.7		%
Total cost of revenue																														$	1,050,837					$	774,595					$	276,242					35.7		%

																		Years Ended December 31,												Change
																					2022						2021
																					(dollars in thousands)
Gross profit:
Product																								$	264,486					$	191,858					$	72,628
Installation																								(11,991)						(14,155)						$	2,164
Service																								(17,537)						(4,102)						$	(13,435)
Electricity																								(86,670)						23,980						$	(110,650)
Total gross profit																								$	148,288					$	197,581					$	(49,293)
Gross margin:
Product																								30		%				29		%
Installation																								(13)		%				(15)		%
Service																								(12)		%				(3)		%
Electricity																								(115)		%				35		%
Total gross margin																								12		%				20		%

Product gross profit increased by $72.6 million in the year ended December 31, 2022 as compared to the prior year period. The improvement is driven by the 21.4% increase in product acceptances, gross profit from the PPA IIIa Upgrade and PPA IV Upgrade of $28.0 million and $64.9 million, respectively, and our ongoing cost reduction efforts to reduce material costs in conjunction with our suppliers and our reduction in labor and overhead costs through increased volume, improved processes and automation at our manufacturing facilities, partially offset by increased freight charges and other supply chain-related pricing pressures and costs incurred to support capacity expansion efforts which are expected to be brought online in future periods.

																		Years Ended December 31,												Change
																														2022						2021						Amount						%
												(dollars in thousands)
Research and development																														$	150,606					$	103,396					$	47,210					45.7		%
Sales and marketing																														90,934						86,499						4,435						5.1		%
General and administrative																														167,740						122,188						45,552						37.3		%
Total operating expenses																														$	409,280					$	312,083					$	97,197					31.1		%

																		Years Ended December 31,												Change
																														2022						2021						Amount						%
												(dollars in thousands)
Cost of revenue																														$	18,955					$	13,811					$	5,144					37.2		%
Research and development																														33,956						20,274						$	13,682					67.5		%
Sales and marketing																														18,651						17,085						$	1,566					9.2		%
General and administrative																														42,404						24,962						$	17,442					69.9		%
Total stock-based compensation																														$	113,966					$	76,132					$	37,834					49.7		%

																		Years Ended December 31,												Change
																					2022						2021
																								(dollars in thousands)
Interest income																								$	3,887					$	262					$	3,625
Interest expense																								(53,493)						(69,025)						15,532
Other income (expense), net																								4,998						(8,139)						13,137
Loss on extinguishment of debt																								(8,955)						—						(8,955)
Gain (loss) on revaluation of embedded derivatives																								566						(919)						1,485
Total																								$	(52,997)					$	(77,821)					$	24,824