燃料电池能源 2023年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 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 submitsuch files). Yes ☐ 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 growthcompany” in Rule 12b-2 of the Exchange Act. 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 withany 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 itsinternal 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 thatprepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐ As of April 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $424,996,599 basedon the closing sale price of $27.84 as reported on the NASDAQ Global Market, which was retroactively adjusted for the 1-for-30 reverse stock spliteffective as of 5:00 p.m. ET on November 8, 2024. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. FUELCELL ENERGY, INC.INDEX Part I Item 1 BusinessItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 1C CybersecurityItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety Disclosures Part II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities47Item 6 Reserved49Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations50Item 7A Quantitative and Qualitative Disclosures About Market Risk76Item 8 Financial Statements and Supplementary Data78Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure130Item 9A Controls and Procedures130Item 9B Other Information131Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections131 Part III Item 10 Directors, Executive Officers and Corporate Governance132Item 11 Executive Compensation132Item 12 Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters132Item 13 Certain Relationships and Related Transactions, and Director Independence133Item 14 Principal Accountant Fees and Services133 Part IV Item 15 Exhibits and Financial Statement Schedules134Item 16 Form 10-K Summary143 Signatures144 PART I Index to Item 1. BUSINESSPageForward-Looking Statement Disclaimer4Risk Factor Summary6General Information8Business Overview9Our Market Opportunity9Our Business Strategy10Our Business Model and Competitive Advantages11Product Platforms and Applications12Our Product Platform Applications – Current and Future13Our Markets14Levelized Cost of Energy15Competition15Our Commitment to Sustainability16Advanced Technologies Programs17License and Joint Development Agreements with EMTEC17Company Funded Research and Development19Proprietary Rights and Licensed Technology19Manufacturing and Service Facilities20Raw Material Sourcing and Supplier Relationships21Engineering, Procurement and Construction22Services and Warranty Agreements22Significant Developments in Government Activity22Government Regulation23Significant Customers23People and Organizational Development23Available Information24 Forward-Looking Statement Disclaimer This Annual Report on Form 10-K contains statements that the Company believes to be “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Allstatements other than statements of historical fact included in this Form 10-K, including statements regarding theCompany’s future financial condition, results of operations, plans, objectives, expecta