Notes to the reconciliation of GAAP to non-GAAP Consolidated Statements of Operations information are as follows:

(1) Adjustment for the three and twelve months ended October 31, 2013 for the impact from the fair value adjustment required on the embedded derivatives in the Senior Unsecured Convertible notes in accordance with Accounting Standards Codification (ASC) 815 – Derivatives and Hedging.

(2) Adjustment for the three and twelve months ended October 31, 2012 represents a non-recurring impairment of the equity investment in Versa Power Systems.

(3) In the second quarter of 2011, the Company committed to a repair and upgrade program to fix a performance shortfall for a select group of 1.2 MW fuel cell modules produced between 2007 and early 2009. The estimate for the repair and upgrade program was revised in the fourth quarter of 2012 to adjust for the cost of modules which were expected to be deployed as field replacements when needed. This resulted in a charge to cost of goods sold in the fourth quarter of 2012 of $0.5 million.
CONTACT: FuelCell Energy, Inc.         Kurt Goddard, Vice President Investor Relations         203-830-7494

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