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relating  to  cost  allocation,  rate  design,  and  the  treatment  of  large  electricity  loads  are  ongoing  in  numerous 
jurisdictions,  and  adverse  outcomes,  changes  in  policy,  or  the  imposition  of  new  tariffs,  surcharges,  or 
curtailment  obligations  applicable  to  data  centers  could  increase  our  costs  or  limit  our  access  to  electrical 
power. 

In  addition,  the  construction  of  the  generation  and  transmission  infrastructure  on  which  we  depend  is  itself 
capital-intensive  and  exposed  to  labor  shortages,  supply  chain  disruptions,  permitting  delays,  changes  in 
interest  rates,  tariffs,  other  cost  overruns,  and  financing  constraints.  The  significant  and  increasing  capital 
required  to  fund  these  generation,  transmission,  and  related  infrastructure  investments,  whether  incurred  by 
us, our utility and energy supply providers, or our data center development partners, is sensitive to prevailing 
interest rates and the availability of debt or equity financing on acceptable terms. Any inability of our partners 
to  access  capital  when  needed,  and  the  limitations,  cost,  and  competition  for  such  capital,  could  increase  the 
cost of the power on which we depend, delay or halt projects, or render certain facilities commercially unviable, 
and under certain of our arrangements, we bear these financing and capital costs directly or on a pass-through 
basis. Furthermore, newer sources of generation, such as solar, wind, battery storage, nuclear, and geothermal 
power, may not be available in the quantities or on the timelines we require, or may be available only at higher 
cost.  Our  facilities  separately  depend  on  access  to  reliable  water  for  cooling,  which  in  some  regions  is  scarce, 
subject to use restrictions, or increasingly costly. Any of the foregoing could adversely affect the availability of 
the power or water we require, increase our costs, or limit our ability to develop, expand, or operate our data 
center facilities, which could adversely affect our business, financial condition, and results of operations.

Competition for access to electrical supply and data center locations with adequate power availability is intense, 
and we compete for such access with well-capitalized CSPs, some of which produce and develop competing AI 
models,  cryptocurrency  mining  operations,  and  other  large-scale  electricity  consumers.  In  addition  to,  or 
sometimes  in  lieu  of,  grid-based  electricity,  an  increasing  share  of  data  centers  are  being  developed  with 
dedicated on-site power generation capacity that supplies electricity directly to the facility independent of any 
utility-operated electric grid. The reliability of such off-grid power generation solutions varies by the underlying 
technology,  the  equipment  used,  and  the  operator  and  will  reflect  site-by-site  operational  and  environmental 
profiles. Development of this new capacity in turn requires power generation and electrical infrastructure that 
are  themselves  subject  to  supply  challenges  and  operational  complexity.  For  example,  certain  of  our  planned 
data  center  facilities  rely  on  dedicated  on-site  natural  gas-fired  generation,  which  exposes  us  to  fuel  price 
volatility  and  supply  disruptions  that  are  outside  of  our  control  and  for  which  we  bear  the  cost  on  a  pass-
through basis. These facilities are also subject to constraints on pipeline capacity and firm fuel transportation 
necessary to deliver natural gas. As data center operators increasingly rely on natural gas-fired generation, and 
because behind-the-meter and on-site arrangements are feasible only in some jurisdictions given the applicable 
regulatory  frameworks,  we  expect  increased  competition  among  users  for  the  same  natural  gas  supply  and 
pipeline capacity in those areas. This competition could drive up the price of natural gas in such areas and may 
adversely  affect  our  ability  to  contract  for  firm  fuel  supply  and  transportation  and  to  secure  the  pipeline 
connections and laterals our facilities require. 

These dynamics present several related risks. We may be unable to secure firm gas supply and transportation 
during the development of a facility, causing a planned site to be delayed or abandoned; we may face fuel supply 
or delivery disruptions once a facility is operating; and because our arrangements generally provide for fuel and 
related costs to be borne by us on a pass-through basis without cost caps, we remain exposed to increases in the 
cost of natural gas and its transportation. More broadly, the cost of electricity is subject to significant variability 
that is largely outside of our control, as wholesale electricity prices fluctuate with changing supply and demand, 
weather, fuel prices, tariffs or surcharges, and grid stress, and can rise sharply during periods of peak demand 
or constrained supply, and such increases in energy costs could adversely affect our results of operations.

In  some  regions,  including  certain  regions  where  we  have  contracted  compute  commitments,  data  center 
development  has  prompted  public  controversy  and  regulatory  scrutiny  regarding  environmental  impact,  land 
and  water  use,  and  the  allocation  of  limited  power  resources.  For  example,  if  our  efforts  to  secure  electrical 
power are perceived to affect other utility customers and the broader grid, regulators may impose conditions, 
standby charges, or other requirements intended to address such impacts. More broadly, our access to electrical 
power is subject to an evolving regulatory framework characterized by complexity, jurisdictional overlap, and 
rules  that  were  largely  designed  around  service  by  incumbent  utility  providers  and  existing  generation 
arrangements and that may not readily accommodate new entrants or alternative approaches, which can result 

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