UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________ FORM 10-K (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, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to ____________ Commission File Number 001-38598 ________________________________________________________________________ BLOOM ENERGY CORPORATION (Exact name of registrant as specified in its charter) ________________________________________________________________________ Delaware 77-0565408 (Sate 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 ¨ No þ 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 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. ☑ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ The aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant was approximately $1.0 billion based upon the closing price of $10.88 per share of our Class A common stock on the New York Stock Exchange on June 30, 2020 (the last trading day of the registrant’s most recently completed second quarter). Shares of Class A common stock held by each executive officer, director and holder of 10% of more of the outstanding Class A common stock have been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status if not necessarily a conclusive determination for other purposes. The number of shares of the registrant’s common stock outstanding as of February 18, 2021 was as follows: Class A Common Stock, $0.0001 par value 144,033,720 shares Class B Common Stock, $0.0001 par value 27,799,886 shares ________________________________________________________________________ DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for the 2021 Annual Meeting of Stockholders (the “2021 Proxy Statement”) are incorporated into Part III hereof. The 2021 Proxy Statement will be filed with the U.S. Securities and Exchange Commission ("SEC") within 120 days after the registrant’s year ended December 31, 2020. Bloom Energy Corporation Annual Report on Form 10-K for the Years Ended December 31, 2020 Table of Contents Page Part I Item 1 - Business 5 Item 1A - Risk Factors 15 Item 1B - Unresolved Staff Comments 43 Item 2 - Properties 44 Item 3 - Legal Proceedings 44 Item 4 - Mine Safety Disclosures 44 Part II Item 5 - Market for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 45 Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations 47 Item 7A - Quantitative and Qualitative Disclosures About Market Risk 75 Item 8 - Financial Statements and Supplementary Data 78 Report of Independent Registered Public Accounting Firm 79 Consolidated Balance Sheets 84 Consolidated Statements of Operations 86 Consolidated Statements of Comprehensive Loss 87 Consolidated Statements of Convertible Redeemable Preferred Stock, Redeemable Noncontrolling Interest, Stockholders' Equity (Deficit) and Noncontrolling Interest 88 Consolidated Statements of Cash Flows 90 Notes to Consolidated Financial Statements 92 Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 144 Item 9A - Controls and Procedures 145 Item 9B - Other Information 146 Part III Item 10 - Directors, Executive Officers and Corporate Governance 147 Item 11 - Executive Compensation 147 Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 147 Item 13 - Certain Relationships and Related Transactions, and Director Independence 147 Item 14 - Principal Accountant Fees and Services 147 Part IV Item 15 - Exhibits and Financial Statement Schedules 148 Item 16 - Form 10-K Summary 153 Signatures 153 Unless the context otherwise requires, the terms "we," "us," "our," "Bloom Energy," and the "Company" each refer to Bloom Energy Corporation and all of its subsidiaries. 3 SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “predict,” “project,” “potential,” ”seek,” “intend,” “could,” “would,” “should,” “expect,” “plan” and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, our plans and expectations regarding future financial results, including our expectations regarding our ability to be successful in new markets, including the hydrogen market, the impact of the COVID-19 pandemic, expected operating results, business strategies, the sufficiency of our cash and our liquidity, projected costs and cost reductions, development of new products and improvements to our existing products, the impact of recently adopted accounting pronouncements, our manufacturing capacity and manufacturing costs, the adequacy of our agreements with our suppliers, legislative actions and regulatory compliance, competitive position, management’s plans and objectives for future operations, our ability to obtain financing, our ability to comply with debt covenants or cure defaults, if any, our ability to repay our obligations as they come due, trends in average selling prices, the success of our customer financing arrangements, expected capital expenditures, warranty matters, outcomes of litigation, our exposure to foreign exchange, interest and credit risk, general business and economic conditions in our markets, industry trends, the impact of changes in government incentives, risks related to cybersecurity breaches, privacy and data security, the likelihood of any impairment of project assets, long-lived assets and investments, trends in revenue, cost of revenue and gross profit (loss), trends in operating expenses including research and development expense, sales and marketing expense and general and administrative expense and expectations regarding these expenses as a percentage of revenue, future deployment of our Bloom Energy Servers, expansion into new markets, our ability to expand our business with our existing customers, our ability to increase efficiency of our product, our ability to decrease the cost of our product, our ability to market out products successfully in connection