##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended January 31, 2011
 OR
 o
    
    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: 1-14204
 FUELCELL ENERGY, INC.
  Delaware
    
    06-0853042(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)3 Great Pasture RoadDanbury, Connecticut
    
    06813(Address of principal executive offices)
    
    (Zip Code)
 203) 825-6000
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



FUELCELL ENERGY, INC.
FORM 10-Q
 Table of Contents
 PagePART I. FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements (unaudited)Consolidated Balance Sheets as of January 31, 2011 and October 31, 2010
    
    
    3Consolidated Statements of Operations for the three months ended January 31, 2011 and 2010
    
    
    4Consolidated Statements of Cash Flows for the three months ended January 31, 2011 and 2010
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    31PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    32Item 1A. Risk Factors
    
    
    32Item 6. Exhibits
    
    
    32Signature
    
    
    33Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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FUELCELL ENERGY, INC.
 
 Consolidated Balance Sheets
 (Unaudited)
 (Amounts in thousands, except share and per share amounts)
 January 31,
    
    
    October 31,2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    26,085
    
    
    $
    20,467Investments  U.S. treasury securities
    
    
    39,537
    
    
    
    25,019Accounts receivable, net
    
    
    23,288
    
    
    
    18,066Inventories, net
    
    
    32,352
    
    
    
    33,404Other current assets
    
    
    6,343
    
    
    
    5,253Total current assets
    
    
    127,605
    
    
    
    102,209Property, plant and equipment, net
    
    
    25,391
    
    
    
    26,679Investments  U.S. treasury securities
    
    
    4,529
    
    
    
    9,071Investment in and loans to affiliate
    
    
    9,653
    
    
    
    9,837Other assets, net
    
    
    3,494
    
    
    
    2,733Total assets
    
    $
    170,672
    
    
    $
    150,529LIABILITIES AND EQUITYCurrent liabilities:Current portion of long-term debt and other liabilities
    
    $
    1,998
    
    
    $
    976Accounts payable
    
    
    10,065
    
    
    
    10,267Accounts payable due to affiliate
    
    
    407
    
    
    
    575Accrued liabilities
    
    
    15,819
    
    
    
    16,721Deferred revenue
    
    
    37,902
    
    
    
    25,499Total current liabilities
    
    
    66,191
    
    
    
    54,038Long-term deferred revenue
    
    
    7,750
    
    
    
    8,042Long-term debt and other liabilities
    
    
    4,112
    
    
    
    4,056Total liabilities
    
    
    78,053
    
    
    
    66,136Redeemable preferred stock of subsidiary
    
    
    17,374
    
    
    
    16,849Redeemable preferred stock (liquidation preference of
$64,020 at January 31, 2011 and October 31, 2010)
    
    
    59,857
    
    
    
    59,857Total Equity:Shareholders equityCommon stock ($.0001 par value); 150,000,000
shares authorized; 123,633,555 and 112,965,725
shares issued and outstanding at January 31,
2011 and October 31, 2010, respectively.
    
    
    12
    
    
    
    11Additional paid-in capital
    
    
    682,656
    
    
    
    663,951Accumulated deficit
    
    
    (666,561
    )
    
    
    (655,623
    )Accumulated other comprehensive income
    
    
    13
    
    
    
    11Treasury stock, Common, at cost (5,679 shares at
January 31, 2011 and October 31, 2010)
    
    
    (53
    )
    
    
    (53
    )Deferred compensation
    
    
    53
    
    
    
    53Total shareholders equity
    
    
    16,120
    
    
    
    8,350Noncontrolling interest in subsidiaries
    
    
    (732
    )
    
    
    (663
    )Total equity
    
    
    15,388
    
    
    
    7,687Total liabilities and equity
    
    $
    170,672
    
    
    $
    150,529
   3




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FUELCELL ENERGY, INC.
 
 Consolidated Statements of Operations
 (Unaudited)
 (Amounts in thousands, except share and per share amounts)
 Three Months EndedJanuary 31,2011
    
    
    2010Revenues:Product sales and revenues
    
    $
    25,760
    
    
    $
    12,808Research and development contracts
    
    
    2,320
    
    
    
    1,808Total revenues
    
    
    28,080
    
    
    
    14,616Costs and expenses:Cost of product sales and revenues
    
    
    28,059
    
    
    
    18,013Cost of research and development contracts
    
    
    2,337
    
    
    
    2,096Administrative and selling expenses
    
    
    4,050
    
    
    
    4,156Research and development expenses
    
    
    4,246
    
    
    
    4,620Total costs and expenses
    
    
    38,692
    
    
    
    28,885Loss from operations
    
    
    (10,612
    )
    
    
    (14,269
    )Interest expense
    
    
    (54
    )
    
    
    (63
    )Loss from equity investment
    
    
    (198
    )
    
    
    (148
    )Interest and other income, net
    
    
    400
    
    
    
    319Loss before redeemable preferred stock of subsidiary
    
    
    (10,464
    )
    
    
    (14,161
    )Accretion of redeemable preferred stock of subsidiary
    
    
    (525
    )
    
    
    (557
    )Loss before provision for income taxes
    
    
    (10,989
    )
    
    
    (14,718
    )Provision for income taxes
    
    
    (18
    )
    
    
    Net loss
    
    
    (11,007
    )
    
    
    (14,718
    )Net loss attributable to noncontrolling interest
    
    
    69
    
    
    
    86Net loss attributable to FuelCell Energy, Inc.
    
    
    (10,938
    )
    
    
    (14,632
    )Preferred stock dividends
    
    
    (800
    )
    
    
    (802
    )Net loss to common shareholders
    
    $
    (11,738
    )
    
    $
    (15,434
    )Loss per share basic and diluted:Net loss per share to common shareholders
    
    $
    (0.10
    )
    
    $
    (0.18
    )Basic and diluted weighted average shares outstanding
    
    
    115,086,014
    
    
    
    84,401,558
   4




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FUELCELL ENERGY, INC.
 
 Consolidated Statements of Cash Flows
 (Unaudited)
 (Amounts in thousands)
 Three Months EndedJanuary 31,2011
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (11,007
    )
    
    $
    (14,718
    )Adjustments to reconcile net loss to net cash used in operating activities:Share-based compensation
    
    
    780
    
    
    
    642Loss from equity investment
    
    
    198
    
    
    
    148Accretion of redeemable preferred stock of subsidiary
    
    
    525
    
    
    
    557Interest receivable on loan to affiliate
    
    
    (43
    )
    
    
    (34
    )Loss on derivatives
    
    
    28
    
    
    
    8Depreciation
    
    
    1,634
    
    
    
    1,923Amortization of bond premium
    
    
    20
    
    
    
    13Provision for doubtful accounts
    
    
    26
    
    
    
    12(Increase) decrease in operating assets:Accounts receivable
    
    
    (5,248
    )
    
    
    (1,105
    )Inventories
    
    
    1,052
    
    
    
    (5,989
    )Other assets
    
    
    (1,610
    )
    
    
    2,543Increase (decrease) in operating liabilities:Accounts payable
    
    
    (370
    )
    
    
    (2,095
    )Accrued liabilities
    
    
    (249
    )
    
    
    1,742Deferred revenue
    
    
    12,111
    
    
    
    10,707Net cash used in operating activities
    
    
    (2,153
    )
    
    
    (5,646
    )Cash flows from investing activities:Capital expenditures
    
    
    (251
    )
    
    
    (660
    )Treasury notes matured
    
    
    12,000
    
    
    
    5,000Treasury notes purchased
    
    
    (21,996
    )
    
    
    (10,074
    )Net cash used in investing activities
    
    
    (10,247
    )
    
    
    (5,734
    )Cash flows from financing activities:Repayment of debt
    
    
    (64
    )
    
    
    (106
    )Proceeds from revolving line of credit
    
    
    1,000
    
    
    
    Payment of preferred dividends
    
    
    (800
    )
    
    
    (802
    )Proceeds from sale of common stock, net of registration fees
    
    
    17,880
    
    
    
    Net cash provided by (used in) financing activities
    
    
    18,016
    
    
    
    (908
    )Effects on cash from changes in foreign currency rates
    
    
    2
    
    
    
    8Net increase (decrease) in cash and cash equivalents
    
    
    5,618
    
    
    
    (12,280
    )Cash and cash equivalents-beginning of period
    
    
    20,467
    
    
    
    57,823Cash and cash equivalents-end of period
    
    $
    26,085
    
    
    $
    45,543Supplemental cash flow disclosures:Cash interest paid
    
    $
    54
    
    
    $
    63Noncash financing and investing activity:Common stock issued in settlement of prior year bonus obligation
    
    $
    707
    
    
    $
    Common stock issued for Employee Stock Purchase Plan in settlement of
prior year accrued employee contributions
    
    $
    58
    
    
    $
    109Accrued sale of common stock, cash received in subsequent period
    
    $
    193
    
    
    $
    Accrued fees related to sale of common stock
    
    $
    112
    
    
    $
    
   5




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FUELCELL ENERGY, INC.
 
  (Unaudited)
  Note 1. Nature of Business and Basis of Presentation
  Basis of Presentation
   Use of Estimates
  Concentrations
   6




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FUELCELL ENERGY, INC.   (Unaudited)
 Subsequent Events
  Comprehensive Loss
  Three Months EndedJanuary 31,2011
    
    
    2010Net loss
    
    $
    (11,007
    )
    
    $
    (14,718
    )Foreign currency translation adjustments
    
    
    2
    
    
    
    8Comprehensive loss
    
    $
    (11,005
    )
    
    $
    (14,710
    )
 Note 2. Recent Accounting Pronouncements
 Recently Adopted Accounting Guidance
      7




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FUELCELL ENERGY, INC.   (Unaudited)
 Recent Accounting Guidance Not Yet Effective
  Note 3. Equity investments
     8




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FUELCELL ENERGY, INC.   (Unaudited)
 Note 4. Investments in U.S. Treasury Securities
  Gross
    
    
    GrossAmortized
    
    
    unrealized
    
    
    unrealizedcost
    
    
    gains
    
    
    (losses)
    
    
    Fair valueU.S. government obligationsAs of January 31, 2011
    
    $
    44,066
    
    
    $
    51
    
    
    $
    
    
    
    $
    44,117As of October 31, 2010
    
    $
    34,090
    
    
    $
    74
    
    
    $
    
    
    
    $
    34,164
  WeightedaverageAmortized
    
    
    
    
    
    
    yield tocost
    
    
    Fair value
    
    
    maturityDue within one year
    
    $
    39,537
    
    
    $
    39,566
    
    
    
    0.4
    %Due after one year
    
    
    4,529
    
    
    
    4,551
    
    
    
    1.4
    %Total investments
    
    $
    44,066
    
    
    $
    44,117
    
    
    
    0.5
    %
 Note 5. Inventories
  January 31,
    
    
    October 31,2011
    
    
    2010Raw materials
    
    $
    15,648
    
    
    $
    15,509Work-in-process
    
    
    19,754
    
    
    
    22,786Gross Inventory
    
    $
    35,402
    
    
    $
    38,295Less amount to reduce certain inventories to lower of cost or market
    
    
    (3,050
    )
    
    
    (4,891
    )Net inventory
    
    $
    32,352
    
    
    $
    33,404
   9




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FUELCELL ENERGY, INC.   (Unaudited)
 Note 6. Accounts Receivable
  January 31,
    
    
    October 31,2011
    
    
    2010U.S. Government:Amount billed
    
    $
    374
    
    
    $
    223Unbilled recoverable costs
    
    
    640
    
    
    
    6051,014
    
    
    
    828Commercial Customers:Amount billed
    
    
    10,714
    
    
    
    9,718Unbilled recoverable costs
    
    
    11,560
    
    
    
    7,52022,274
    
    
    
    17,238$
    23,288
    
    
    $
    18,066
  Note 7. Revolving Credit Facility
   10




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FUELCELL ENERGY, INC.   (Unaudited)
 Note 8. Share-Based Compensation Plans
   Three months endedJanuary 31,2011
    
    
    2010Cost of product sales and revenues
    
    $
    143
    
    
    $
    224Cost of research and development contracts
    
    
    19
    
    
    
    39General and administrative expense
    
    
    406
    
    
    
    194Research and development expense
    
    
    212
    
    
    
    185Total share-based compensation
    
    $
    780
    
    
    $
    642
  WeightedNumber of
    
    
    averageoptions
    
    
    option price ($)Outstanding at October 31, 2010
    
    
    5,118,201
    
    
    
    10.15Cancelled
    
    
    (178,325
    )
    
    
    25.27Outstanding at January 31, 2011
    
    
    4,939,876
    
    
    
    9.61
   Note 9. Shareholders Equity
 Registered Direct Offering
    11




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FUELCELL ENERGY, INC.   (Unaudited)
 Changes in shareholders equity
  TotalShareholders
    
    
    NoncontrollingEquity
    
    
    interest
    
    
    Total EquityBalance at October 31, 2010
    
    $
    8,350
    
    
    $
    (663
    )
    
    $
    7,687Sale of Common Stock and related fees
    
    
    17,768
    
    
    
    
    
    
    
    17,768Accrued sale of common stock (1)
    
    
    193
    
    
    
    
    
    
    
    193Share-based compensation
    
    
    780
    
    
    
    
    
    
    
    780Common stock issued in settlement of prior
year bonus obligation
    
    
    707
    
    
    
    
    
    
    
    707Common stock issued for Employee Stock
Purchase Plan in settlement of prior year
accrued employee contributions
    
    
    58
    
    
    
    
    
    
    
    58Preferred dividends  Series B
    
    
    (800
    )
    
    
    
    
    
    
    (800
    )Effect of foreign currency translation
    
    
    2
    
    
    
    
    
    
    
    2Net loss
    
    
    (10,938
    )
    
    
    (69
    )
    
    
    (11,007
    )Balance at January 31, 2011
    
    $
    16,120
    
    
    $
    (732
    )
    
    $
    15,388
 
 (1)
    
    The Company sells common stock on the open market from time to time to raise
cash for preferred stock dividends. In January 2011, the Company had confirmed sales of
common stock that did not settle until the subsequent period. Note 10. Loss Per Share
  Three months endedJanuary 31,2011
    
    
    2010NumeratorNet loss
    
    $
    (11,007
    )
    
    $
    (14,718
    )Net loss attributable to noncontrolling interest
    
    
    69
    
    
    
    86Preferred stock dividend
    
    
    (800
    )
    
    
    (802
    )Net loss to common shareholders
    
    $
    (11,738
    )
    
    $
    (15,434
    )DenominatorWeighted average basic common shares
    
    
    115,086,014
    
    
    
    84,401,558Effect of dilutive securities (1)
    
    
    
    
    
    
    Weighted average diluted common shares
    
    
    115,086,014
    
    
    
    84,401,558Basic loss per share
    
    $
    (0.10
    )
    
    $
    (0.18
    )Diluted loss per share (1)
    
    $
    (0.10
    )
    
    $
    (0.18
    )
 
 (1)
    
    Diluted loss per share was computed without consideration to potentially dilutive
instruments as their inclusion would have been antidilutive. Potentially dilutive
instruments include stock options, warrants and convertible preferred stock. At January
31, 2011 and 2010, there were options to purchase 4.9 million and 5.3 million shares of
common stock, respectively. There were outstanding warrants of 10.2 million as of
January 31, 2011 and there were no warrants outstanding as of January 31, 2010. Refer
to our Annual Report on Form 10-K for the year ended October 31, 2010 for information
on our convertible preferred stock.  12




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FUELCELL ENERGY, INC.   (Unaudited)
 Note 11. Commitments and Contingencies
  Note 12. Subsequent Events
 Series 1 Preferred Share Obligation
   13




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 FORWARD-LOOKING STATEMENTS
    14




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OVERVIEW AND RECENT DEVELOPMENTS
 Overview
 ® ®
  ® ®
       
    
    Near-zero pollutants;
    
    High efficiency;
    
    Ability to site units locally as distributed power generation;
  15




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
    
    Potentially lower cost power generation;
    
    High quality heat ideal for cogeneration applications;
    
    High efficiency and cogeneration reduce carbon emissions
    
    Reliable around-the-clock base load power;
    
    Quiet operation; and
    
    Fuel flexibility.
   Recent Developments
 Series 1 Preferred Share Obligation
   16




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RESULTS OF OPERATIONS
  Comparison of Three Months Ended January 31, 2011 and January 31, 2010
 Revenues and Costs of revenues
  Three Months EndedJanuary 31,
    
    
    Change2011
    
    
    2010
    
    
    $
    
    
    %Revenues:Product sales and revenues
    
    $
    25,760
    
    
    $
    12,808
    
    
    $
    12,952
    
    
    
    101Research and development contracts
    
    
    2,320
    
    
    
    1,808
    
    
    
    512
    
    
    
    28Total
    
    $
    28,080
    
    
    $
    14,616
    
    
    $
    13,464
    
    
    
    92Cost of revenues:Product sales and revenues
    
    $
    28,059
    
    
    $
    18,013
    
    
    $
    10,046
    
    
    
    56Research and development contracts
    
    
    2,337
    
    
    
    2,096
    
    
    
    241
    
    
    
    11Total
    
    $
    30,396
    
    
    $
    20,109
    
    
    $
    10,287
    
    
    
    51Gross Margin:Gross margin from product sales and revenues
    
    $
    (2,299
    )
    
    $
    (5,205
    )
    
    $
    2,906
    
    
    
    (56
    )Gross margin from research and development
contracts
    
    
    (17
    )
    
    
    (288
    )
    
    
    271
    
    
    
    (94
    )Total
    
    $
    (2,316
    )
    
    $
    (5,493
    )
    
    $
    3,177
    
    
    
    (58
    )Product Sales Cost-to-revenue ratio (1)
    
    
    1.09
    
    
    
    1.41
    
    
    
    N/M
    
    
    
    (23
    )
 
 (1)
    
    Cost-to-revenue ratio is calculated as cost of product sales and revenues divided
by product sales and revenues.  Product sales and revenues
    17




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Research and development contracts
    18




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Administrative and selling expenses
  Research and development expenses
  Loss from operations
  Loss from equity investment
  Interest and other income, net
  Accretion of Preferred Stock of Subsidiary
    19




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Provision for income taxes
  Net loss attributable to noncontrolling interest
  Preferred Stock dividends
  Net loss to common shareholders and loss per common share
  LIQUIDITY AND CAPITAL RESOURCES
      20




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Cash Flows
   Operating Activities
 Investing Activities
 Financing Activities
  Sources and Uses of Cash and Investments
   21




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Increasing annual order volume
  United Kingdom:
  South Korea:
  California:
  22




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Connecticut:
 Cost reduction efforts
  
    
    engineering improvements;
    
    technology advances;
    
    supply chain management;
    
    production volume; and
    
    manufacturing process improvements.
 Commitments and Significant Contractual Obligations
  Payments Due by PeriodLess
    
    
    
    
    
    
    
    
    
    
    Morethan
    
    
    13
    
    
    35
    
    
    thanTotal
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsPurchase commitments(1)
    
    $
    52,870
    
    
    $
    46,173
    
    
    $
    6,697
    
    
    $
    
    
    
    $
    Series 1 Preferred dividends payable(2)
    
    
    23,875
    
    
    
    12,635
    
    
    
    2,498
    
    
    
    2,498
    
    
    
    6.244Term loans (principal and interest)
    
    
    4,513
    
    
    
    890
    
    
    
    386
    
    
    
    427
    
    
    
    2,810Capital and operating lease commitments(3)
    
    
    3,548
    
    
    
    894
    
    
    
    1,552
    
    
    
    1,102
    
    
    
    Revolving Credit Facility(4)
    
    
    1,000
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    Series B Preferred dividends payable(5)Totals
    
    $
    85,806
    
    
    $
    61,592
    
    
    $
    11,133
    
    
    $
    4,027
    
    
    $
    9,054
 
 (1)
    
    Purchase commitments with suppliers for materials, supplies and services incurred in
the normal course of business.(2)
    
    Annual dividends of Cdn.$1.25 million (U.S.$1.25 million) accrue on the Series 1
Preferred Stock. We have made minimum cash payments of Cdn.$500,000 (U.S.$499,550) in
annually through December 31, 2010. Additional dividends accrue on unpaid dividends at an
annual rate of 9 percent. Cumulative unpaid dividends and accrued interest on January 31,
2011 was $12.6 million. The Company and Enbridge have been in negotiations to
modify certain terms of the Series 1 preferred share agreement, and have agreed to extend
the payment deadline to March 18, 2011 to continue these negotiations. Under the existing
terms, FCE Ltd. has the option of meeting this obligation through a cash payment or with
unregistered shares of FuelCell Energy, Inc. common stock. The Company is a guarantor of
FCE Ltds obligations to Enbridge. Enbridge is currently negotiating new terms that, as
proposed, may require payments in excess of those we believe we are obligated to pay.
While the Company intends to achieve the most favorable outcome in light of its obligations
under the Series 1 preferred shares, it can not presently predict the final terms of any
agreement with Enbridge.(3)
    
    Future minimum lease payments on capital and operating leases.(4)
    
    In January 2011, the Company entered into a $5.0 million revolving credit facility with
JPMorgan Chase Bank, N.A. and the Export-Import Bank of the United States. The credit
facility is to be used for working capital to finance the manufacture and production and
subsequent export sale of the Companys products or services. The agreement has a one year
term with renewal provisions. The outstanding principal balance of the facility will bear
interest, at the option of the Company of either the one-month LIBOR plus 1.5 percent or
the prime rate of JP Morgan Chase. The facility is secured by certain working capital
assets and general intangibles, up to the amount of the outstanding facility balance. At
January 31, 2011, the outstanding amount owed under this facility was $1.0 million.  23




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(5)
    
    We are currently paying $3.2 million in annual dividends on our Series B Preferred
Stock. The $3.2 million annual dividend payment has not been included in this table as we
cannot reasonably determine the period when or if we will be able to convert the Series B
Preferred Stock into shares of our common stock. We may, at our option, convert these
shares into that number of shares of our common stock that are issuable at the then
prevailing conversion rate if the closing price of our common stock exceeds 150 percent of
the then prevailing conversion price ($11.75) for 20 trading days during any consecutive 30
trading day period.      Power purchase agreements
   Service and warranty agreements
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Research and development cost-share contracts
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Revenue Recognition
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Inventories and Advance Payments to Vendors
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Warranty and Service Expense Recognition
      Share-Based Compensation
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Income Taxes
     ACCOUNTING GUIDANCE UPDATE
 Recently Adopted Accounting Guidance
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Recent Accounting Guidance Not Yet Effective
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Item 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Exposure
  Foreign Currency Exchange Risk
  Derivative Fair Value Exposure
 Series 1 Preferred Stock
  Warrants
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Item 4.
    
    CONTROLS AND PROCEDURES
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PART II. OTHER INFORMATION
 
 Item 1.
    
    LEGAL PROCEEDINGS
  
 Item 1A.
    
    RISK FACTORS
  
 Item 6.
    
    EXHIBITS
 Exhibit No.
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32




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SIGNATURE
  FUELCELL ENERGY, INC.(Registrant)March 14, 2011

Date
    
    
    
    /s/ Joseph G. Mahler

Joseph G. MahlerSenior Vice President, Chief FinancialOfficer, Treasurer and Corporate Secretary(Principal Financial Officer and Principal Accounting
Officer)
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INDEX OF EXHIBITS
 Exhibit No.
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002