Bloom Energy Corp
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 15, 2024
BE$185.42-4.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
- Financial Statements
See “Index to Consolidated Financial Statements and Supplementary Data” within the Consolidated Financial Statements herein.
- Financial Statement Schedules
All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes.
- Exhibits
See the following Index to Exhibits.
Index to Exhibits
The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date |
| 3.1 | Restated Certificate of Incorporation | 10-Q | 001-38598 | 3.1 | 9/7/2018 |
| 3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of Bloom Energy Corporation | 10-Q | 001-38598 | 3.1 | 8/9/2022 |
| 3.3 | Amended and Restated Bylaws, as effective August 9, 2023 | 8-K | 001-38598 | 3.1 | 8/11/2023 |
| 3.4 | Certificate of Retirement for Class B Common Stock | 10-Q | 001-38598 | 3.2 | 11/8/2023 |
| 3.5 | Certificate of Elimination of Certificate of Designations of Series B Convertible Preferred Stock | 10-Q | 001-38598 | 3.3 | 11/8/2023 |
| 3.6 | Certificate of Withdrawal of Certificate of Designation of Series A Redeemable Convertible Preferred Stock | 10-Q | 001-38598 | 3.3 | 5/9/2023 |
| 4.1 | Form of Common Stock Certificate of the Registrant | S-1/A | 333-225571 | 4.1 | 7/9/2018 |
| 4.2 | Description of Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended | 10-K | 001-38598 | 4.7 | 2/25/2022 |
| 4.3 | Indenture, dated as of August 11, 2020, between Bloom Energy Corporation and U.S. Bank National Association, as trustee | 8-K | 001-38598 | 4.1 | 8/11/2020 |
| 4.4 | Form of certificate representing the 2.50% Green Convertible Senior Notes due 2025 (included as Exhibit A to Exhibit 4.1 hereto) | 8-K | 001-38598 | 4.1 | 8/11/2020 |
| 4.5 | Indenture, dated as of May 16, 2023, between Bloom Energy Corporation and U.S. Bank Trust Company, National Association, as trustee | 8-K | 001-38598 | 4.1 | 5/16/2023 |
| 4.6 | Form of certificate representing the 3.00% Green Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1) | 8-K | 001-38598 | 4.1 | 5/16/2023 |
| 4.7 | Irrevocable Proxy of SK ecoplant Co., LTD. | Filed herewith | |||
| 10.1 | 2012 Equity Incentive Plan and form of agreements used thereunder | S-1 | 333-225571 | 10.3 | 6/12/2018 | |
| 10.2 | ^ | 2018 Equity Incentive Plan and form of agreements used thereunder | S-1/A | 333-225571 | 10.4 | 7/9/2018 |
| 10.3 | ^ | Amended and Restated 2018 Employee Stock Purchase Plan | 8-K | 001-38598 | 10.1 | 5/16/2022 |
| 10.4 | ^ | Ground Lease by and between 1743 Holdings, LLC and the Registrant dated as of March 2012 | S-1 | 333-225571 | 10.8 | 6/12/2018 |
| 10.5 | Net Lease Agreement, dated as of April 4, 2018, by and between the Registrant and 237 North First Street Holdings, LLC | S-1 | 333-225571 | 10.29 | 6/12/2018 | |
| 10.6 | Form of Indemnification Agreement | 10-Q | 001-38598 | 10.1 | 9/7/2018 | |
| 10.7 | ^ | Preferred Distributor Agreement by and between Registrant and SK Engineering & Construction Co., Ltd dated November 14, 2018 | 10-K | 001-38598 | 10.28 | 3/22/2019 |
| 10.8 | ^ | Third Amended and Restated Purchase, Use and Maintenance Agreement between Registrant and 2016 ESA Project Company, LLC, dated as of September 26, 2018 | 10-K | 001-38598 | 10.29 | 3/22/2019 |
| 10.9 | * | Amendment No. 1 to Third Amended and Restated Purchase, Use and Maintenance Agreement by and between Registrant and 2016 ESA Project Company, LLC dated as of September 28, 2018 | 10-K | 001-38598 | 10.30 | 3/22/2019 |
| 10.10 | * | Amendment No. 2 to Third Amended and Restated Purchase, Use and Maintenance Agreement by and between Registrant and 2016 ESA Project Company, LLC dated as of December 19, 2018 | 10-K | 001-38598 | 10.31 | 3/22/2019 |
| 10.11 | Equity Capital Contribution Agreement between the Company, SP Diamond State Class B Holdings, LLC, Diamond State Generation Partners, LLC, and Diamond State Generation Holdings, LLC, dated June 14, 2019 | 10-Q | 001-38598 | 10.1 | 8/14/2019 | |
| 10.12 | Third Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings LLC dated June 14, 2019 | 10-Q | 001-38598 | 10.2 | 8/14/2019 | |
| 10.13 | * | Fuel Cell System Supply and Installation Agreement between the Company and Diamond State Generation Partners LLC, dated June 14, 2019 | 10-Q | 001-38598 | 10.3 | 8/14/2019 |
| 10.14 | * | Amended and Restated Master Operations and Maintenance Agreement between the Company and Diamond State Generation Partners LLC, dated June 14, 2019 | 10-Q | 001-38598 | 10.4 | 8/14/2019 |
| 10.15 | * | Repurchase Agreement between the Company and Diamond State Generation Partners LLC, dated June 14, 2019 | 10-Q | 001-38598 | 10.5 | 8/14/2019 |
| 10.16 | * | Third Amended and Restated Limited Liability Company Agreement of Diamond State Generation Partners, LLC dated June 14, 2019 | 10-Q | 001-38598 | 10.6 | 8/14/2019 |
| 10.17 | * | Annex 1 (Definitions) to Equity Capital Contribution Agreement (Ex 10.1) and Limited Liability Agreements (Exs. 10.2 and 10.6) | 10-Q | 001-38598 | 10.7 | 8/14/2019 |
| 10.18 | * | Purchase, Use and Maintenance Agreement between the Company and 2018 ESA Project Company, LLC dated June 28, 2019 | 10-Q | 001-38598 | 10.8 | 8/14/2019 |
| 10.19 | * | Annexes to Purchase, Use and Maintenance Agreement between the Company and 2018 ESA Project Company, LLC dated June 28, 2019 | 10-Q | 001-38598 | 10.9 | 8/14/2019 |
| 10.20 | * | Bloom Energy Corporation 2021 Deferred Compensation Plan | 10-K | 001-38598 | 10.26 | 2/26/2021 |
| 10.21 | * | Fourth Amended and Restated Limited Liability Company Agreement of Diamond State Generation Partners, LLC dated as of December 23, 2019 | 10-K | 001-38598 | 10.32 | 3/31/2020 |
| 10.22 | ^ | Fuel Cell System Supply and Installation Agreement between Bloom Energy Corporation and Diamond State Generation Partners, LLC dated as of December 23, 2019 | 10-K | 001-38598 | 10.33 | 3/31/2020 |
| 10.23 | * | Second Amended and Restated Administrative Services Agreement by and between Bloom Energy Corporation and Diamond State Generation Partners, LLC dated as of December 23, 2019 | 10-K | 001-38598 | 10.34 | 3/31/2020 |
| 10.24 | * | Equity Capital Contribution Agreement with respect to Diamond State Generation Partners, LLC by and among Bloom Energy Corporation, Diamond State Generation Holdings, LLC, SP Diamond State Class B Holdings LLC, Assured Guaranty Municipal Corp. and Diamond State Generation Partners LLC, dated as of December 23, 2019 | 10-K | 001-38598 | 10.35 | 3/31/2020 |
| 10.25 | * | Second Amended and Restated Master Operations and Maintenance Agreement between Bloom Energy Corporation as Operator and Diamond State Generation Partners, LLC dated as of December 23, 2019 | 10-K | 001-38598 | 10.36 | 3/31/2020 |
| 10.26 | * | First Amendment to Repurchase Agreement between the Company and Diamond State Generation Partners LLC, dated June 14, 2019 | 10-K | 001-38598 | 10.37 | 3/31/2020 |
| 10.27 | * | Offer Letter between the Company and Gregory Cameron, dated March 20, 2020 | 8-K | 001-38598 | 10.1 | 4/2/2020 |
| 10.28 | Note Purchase Agreement among the Registrant, the guarantor named therein, and the purchasers listed therein, dated as of March 30, 2020 | 10-Q | 001-38598 | 10.3 | 5/11/2020 | |
| 10.29 | ^ | Amendment Support Agreement by and among the Registrant and the investors named therein, dated as of March 31, 2020 | 10-Q | 001-38598 | 10.4 | 5/11/2020 |
| 10.30 | Amended and Restated Purchase, Use and Maintenance Agreement between the Company and 2018 ESA Project Company, LLC dated June 30, 2020 | 10-Q/A | 001-38598 | 10.2 | 8/5/2020 | |
| 10.31 | Preferred Distributor Agreement by and between Registrant and SK D&D Co., Ltd dated January 30, 2019 | 10-K | 001-38598 | 10.44 | 2/26/2021 | |
| 10.32 | * | Lease Agreement between Pacific Commons Owner, LP, and Bloom Energy Corporation entered into as of March 13, 2021 | 10-Q | 001-38598 | 10.1 | 5/6/2021 |
| 10.33 | * | Offer Letter between the Registrant and Guillermo Brooks dated May 31, 2021 | 10-Q | 001-38598 | 10.1 | 8/6/2021 |
| 10.34 | Third Amendment to Net Lease Agreement, dated as of June 6, 2021, by and between the Registrant and SPUS9 at First Street, LP | 10-Q | 001-38598 | 10.2 | 8/6/2021 | |
| 10.35 | ^ | Purchase, Engineering, Procurement and Construction Contract between the Registration, RAD 2021 Bloom ESA Funds I — V, and RAD Bloom Project Holdco LLC, dated as of June 25, 2021 | 10-Q | 001-38598 | 10.3 | 8/6/2021 |
| 10.36 | Operations and Maintenance Agreement between the Registrant and RAD Bloom Project Holdco LLC, dated as of June 25, 2021 | 10-Q | 001-38598 | 10.4 | 8/6/2021 |
| 10.37 | * | Form of Employment, Change in Control and Severance Agreement | 10-Q | 001-38598 | 10.5 | 8/6/2021 |
| 10.38 | * | Form of Preferred Stock Unit Agreement under 2018 Equity Incentive Plan | 10-K | 001-38598 | 10.46 | 2/25/2022 |
| 10.39 | ^ | Securities Purchase Agreement, dated October 23, 2021, by and among the Company and SK ecoplant Co., Ltd. | 8-K | 001-38598 | 10.1 | 10/25/2021 |
| 10.40 | ^ | Amended and Restated Preferred Distributor Agreement, dated October 23, 2021, by and among the Registrant, Bloom SK Fuel Cell, LLC, and SK ecoplant Co., Ltd. | 10-Q | 001-38598 | 10.2 | 11/5/2021 |
| 10.41 | Amendment to the Joint Venture Agreement, dated October 23, 2021, by and between the Registrant and SK ecoplant Co., Ltd. | 10-Q | 001-38598 | 10.3 | 11/5/2021 | |
| 10.42 | * | Investor Agreement, dated December 29, 2021, by and among the Registrant and SK ecoplant Co., Ltd. | 8-K | 001-38598 | 10.1 | 12/30/2021 |
| 10.43 | Master Supply Agreement, dated December 24, 2021, by and between Registrant and SK E&C BETEK Corporation | 10-K | 001-38598 | 10.51 | 2/25/2022 | |
| 10.44 | Form of Confirmation of Call Option Transaction, between Bloom Energy Corporation and each Option Counterparty | 8-K | 001-38598 | 10.1 | 5/16/2023 | |
| 10.45 | * | Amendments to Securities Purchase Agreement and Investor Agreement, dated March 20, 2023, between the Company and SK ecoplant Co., Ltd. | 8-K | 001-38598 | 10.1 | 3/23/2023 |
| 10.46 | Shareholder’s Loan Agreement dated as of March 20, 2023, between the Company and SK ecoplant Co., Ltd. | 8-K | 001-38598 | 10.2 | 3/23/2023 | |
| 10.47 | First Amendment to the Amended and Restated Preferred Distributor Agreement dated September 29, 2023 | 8-K | 001-38598 | 10.1 | 12/22/2023 | |
| 10.48 | * | Second Amendment to the Amended and Restated Preferred Distributor Agreement dated December 21, 2023 | 8-K | 001-38598 | 10.2 | 12/22/2023 |
| 10.49 | ^ | Offer Letter between the Company and Aman Joshi, dated January 5, 2024 | 8-K | 001-38598 | 10.1 | 1/9/2024 |
| 10.5 | ^ | Separation and General Release Agreement, dated January 8, 2024 | 8-K | 001-38598 | 10.2 | 1/9/2024 |
| 21.1 | List of Subsidiaries | Filed herewith | ||||
| 23.2 | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP | Filed herewith | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||
| 32.1 | ** | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | |||
| 97 | Policy on Recoupment and Forfeiture of Incentive Compensation Following a Restatement (Officers) | Filed herewith |
| 101.INS | XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| ^ | Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. |
|---|---|
| * | Certain identified information has been omitted by means of marking such information with asterisks in reliance on Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. |
| ** | The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
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