# embeddings_queue

created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da3320-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 445, "chroma:document": "China\nTesla\tAutomobile\tSales\tand\tService\t(Shanghai)\tCo.,\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Shenyang)\tCo.,\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Shenzhen)\tCo.,\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Shijiazhuang)\tCo.,\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Suzhou)\tCo.\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Taiyuan)\tCo.,\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Tianjin)\tCo.\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Wenzhou)\tCo.,\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Wuhan)\tCo.,\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Xi'an)\tCo.,\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Xiamen)\tCo.,\tLtd.\n\t\nChina\nTesla\tAutomobile\tSales\tand\tService\t(Zhengzhou)\tCo.\tLtd.\n\t\nChina\nTesla\tAutomobiles\tSales\tand\tService\tMexico,\tS.\tde\tR.L.\tde\tC.V.\n\t\nMexico\nTesla\t(Beijing)\tNew\tEnergy\tR&D\tCo.,\tLtd.\n\t\nChina\nTesla\tBelgium\tBV\n\t\nBelgium\nTesla\tCanada\tGP\tInc.\n\t\nCanada\nTesla\tCanada\tLP\n\t\nCanada\nTesla\tCharging,\tLLC\n\t\nDelaware\nTesla\tConstruction\t(Shanghai)\tCo.,\tLtd.\n\t\nChina\nTesla\tCzech\tRepublic\ts.r.o.\n\t\nCzech\tRepublic\nTesla\tEnergia\tMacau\tLimitada\n\t\nMacau\nTesla\tEnergy\td.o.o.\n\t\nSlovenia\nTesla\tEnergy\tOperations,\tInc.\n\t\nDelaware\nTesla\tFinance\tLLC\n\t\nDelaware\nTesla\tFinancial\tLeasing\t(China)\tCo.,\tLtd.\n\t\nChina"}


created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da33c0-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 445, "chroma:document": "China\nTesla\tFinancial\tServices\tGmbH\n\t\nGermany\nTesla\tFinancial\tServices\tHoldings\tB.V.\n\t\nNetherlands\nTesla\tFinancial\tServices\tLimited\n\t\nUnited\tKingdom\nTesla\tFrance\tS.\u00e0\tr.l.\n\t\nFrance\nTesla\tGermany\tGmbH\n\t\nGermany\nTesla\tGreece\tSingle\tMember\tP.C.\n\t\nGreece\nTesla\tHrvatska\td.o.o.\n\t\nCroatia\nTesla\tHungary\tKft.\n\t\nHungary\nTesla\tIndia\tMotors\tand\tEnergy\tPrivate\tLimited\n\t\nIndia\nTesla\tInsurance\tBrokers\tCo.,\tLtd.\n\t\nChina\nTesla\tInsurance\tHoldings,\tLLC\n\t\nDelaware\nTesla\tInsurance,\tInc.\n\t\nDelaware\nTeesla\tInsurance\tLtd.\n\t\nMalta\nTesla\tInsurance\tServices,\tInc.\n\t\nCalifornia\nTesla\tInsurance\tServices\tof\tTexas,\tInc.\n\t\nTexas\nTesla\tInternational\tB.V.\n\t\nNetherlands"}


created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da3460-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 446, "chroma:document": "Tesla\tItaly\tS.r.l.\n\t\nItaly\nTesla\tJordan\tCar\tTrading\tLLC\n\t\nJordan\nTesla\tKorea\tLimited\n\t\nRepublic\tof\tKorea\nTesla\tLease\tTrust\n\t\nDelaware\nTesla\tManufacturing\tBrandenburg\tSE\n\t\nGermany\nTesla\tMichigan,\tInc.\n\t\nMichigan\nTesla\tMississippi\tLLC\n\t\nDelaware\nTesla\tMotors\tAustralia,\tPty\tLtd\n\t\nAustralia\nTesla\tMotors\tAustria\tGmbH\n\t\nAustria\nTesla\tMotors\t(Beijing)\tCo.,\tLtd.\n\t\nChina\nTesla\tMotors\tCanada\tULC\n\t\nCanada\nTesla\tMotors\tCo\u00f6peratief\tU.A.\n\t\nNetherlands\nTesla\tMotors\tDenmark\tApS\n\t\nDenmark\nTesla\tMotors\tFL,\tInc.\n\t\nFlorida\nTesla\tMotors\tHK\tLimited\n\t\nHong\tKong\nTesla\tMotors\tIceland\tehf.\n\t\nIceland\nTesla\tMotors\tIreland\tLimited\n\t\nIreland\nTesla\tMotors\tIsrael\tLtd.\n\t\nIsrael\nTesla\tMotors\tJapan\tGK\n\t\nJapan\nTesla\tMotors\tLimited\n\t\nUnited\tKingdom\nTesla\tMotors\tLuxembourg\tS.\u00e0\tr.l.\n\t\nLuxembourg\nTesla\tMotors\tMA,\tInc.\n\t\nMassachusetts\nTesla\tMotors\tNetherlands\tB.V.\n\t\nNetherlands\nTesla\tMotors\tNew\tYork\tLLC\n\t\nNew\tYork\nTesla\tMotors\tNL\tLLC\n\t\nDelaware\nTesla\tMotors\tNV,\tInc.\n\t\nNevada\nTesla\tMotors\tPA,\tInc.\n\t\nPennsylvania\nTesla\tMotors\tRomania\tS.R.L.\n\t\nRomania\nTesla\tMotors\tSales\tand\tService\tLLC\n\t\nTurkey\nTesla\tMotors\tSingapore\tHoldings\tPte.\tLtd.\n\t\nSingapore\nTesla\tMotors\tSingapore\tPrivate\tLimited\n\t\nSingapore\nTesla\tMotors\tStichting\n\t\nNetherlands\nTesla\tMotors\tTaiwan\tLimited\n\t\nTaiwan\nTesla\tMotors\tTN,\tInc."}


created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da34f6-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 446, "chroma:document": "Taiwan\nTesla\tMotors\tTN,\tInc.\n\t\nTennessee\nTesla\tMotors\tTX,\tInc.\n\t\nTexas\nTesla\tMotors\tUT,\tInc.\n\t\nUtah\nTesla\tNambe\tLLC\n\t\nDelaware\nTesla\tNew\tZealand\tULC\n\t\nNew\tZealand\nTesla\tNorway\tAS\n\t\nNorway\nTesla\tPoland\tsp.\tz\to.o.\n\t\nPoland\nTesla\tPortugal,\tSociedade\tUnipessoal\tLDA\n\t\nPortugal\nTesla\tPuerto\tRico\tLLC\n\t\nPuerto\tRico\nTesla\tPumps\tSeoul\tLtd.\n\t\nRepublic\tof\tKorea\nTesla\tSales,\tInc.\n\t\nDelaware\nTesla\tServices\tSdn.\tBhd.\n\t\nMalaysia\nTesla\tShanghai\tCo.,\tLtd\n\t\nChina\nTesla\tSpain,\tS.L.\tUnipersonal\n\t\nSpain\nTesla\tSwitzerland\tGmbH\n\t\nSwitzerland\nTelsa\tToronto\tAutomation\tULC\n\t\nCanada\nTesla\tToronto\tInternational\tHoldings\tULC\n\t\nCanada\nTesla\t\tTransport\tB.V.\n\t\nNetherlands\nThe\tBig\tGreen\tSolar\tI,\tLLC\n\t\nDelaware\nThe\tBig\tGreen\tSolar\tManager\tI,\tLLC\n\t\nDelaware\nThree\tRivers\tSolar\t1,\tLLC\n\t\nDelaware\nThree\tRivers\tSolar\t2,\tLLC\n\t\nDelaware\nThree\tRivers\tSolar\t3,\tLLC\n\t\nDelaware\nThree\tRivers\tSolar\tManager\t1,\tLLC\n\t\nDelaware\nThree\tRivers\tSolar\tManager\t2,\tLLC\n\t\nDelaware\nThree\tRivers\tSolar\tManager\t3,\tLLC\n\t\nDelaware\nTM\tInternational\tC.V.\n\t\nNetherlands\nTM\tSweden\tAB\n\t\nSweden\nUSB\tSolarCity\tManager\tIV,\tLLC\n\t\nDelaware"}


created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da3596-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 447, "chroma:document": "USB\tSolarCity\tMaster\tTenant\tIV,\tLLC\n\t\nCalifornia\nUSB\tSolarCity\tOwner\t2009,\tLLC\n\t\nCalifornia\nUSB\tSolarCity\tOwner\tIV,\tLLC\n\t\nCalifornia\nVisigoth\tSolar\t1,\tLLC\n\t\nDelaware\nVisigoth\tSolar\tHoldings,\tLLC\n\t\nDelaware\nVisigoth\tSolar\tManaging\tMember\t1,\tLLC\n\t\nDelaware\nVPP\tProject\t1\t(SA)\tPty\tLtd.\n\t\nAustralia\nWeisshorn\tSolar\tI,\tLLC\n\t\nDelaware\nWeisshorn\tSolar\tManager\tI,\tLLC\n\t\nDelaware\nZep\tSolar\tHong\tKong\tLimited\n\t\nHong\tKong\nZep\tSolar\tLLC\n\t\nCalifornia\n\t\nExhibit\t23.1\nCONSENT\tOF\tINDEPENDENT\tREGISTERED\tPUBLIC\tACCOUNTING\tFIRM\n\t\nWe\thereby\tconsent\tto\tthe\tincorporation\tby\treference\tin\tthe\tRegistration\tStatements\ton\tForm\tS-3\t(Nos.\t333-231168\tand\t333-230180)\tand\tS-8\t(Nos.\t333-232079,\n333-223169,\t333-216376,\t333-209696,\t333-198002,\t333-187113,\t333-183033,\tand\t333-167874)\tof\tTesla,\tInc.\tof\tour\treport\tdated\tFebruary\t8,\t2021\trelating\tto\nthe\tfinancial\tstatements\n\t\nand\tthe\teffectiveness\tof\tinternal\tcontrol\tover\tfinancial\treporting,\twhich\tappears\tin\tthis\tForm\t10-K.\n/s/\tPricewaterhouseCoopers\tLLP\nSan\tJose,\tCalifornia\nFebruary\t8,\t2021\n\t\n\t\nExhibit\t31.1\nCERTIFICATIONS\nI,\tElon\tMusk,\tcertify\tthat:\n1.\nI\thave\treviewed\tthis\tAnnual\tReport\ton\tForm\t10-K\tof\tTesla,\tInc.;\n2.\nBased\ton\tmy\tknowledge,\tthis\treport\tdoes\tnot\tcontain\tany\tuntrue\tstatement\tof\ta\tmaterial\tfact\tor\tomit\tto\tstate\ta\tmaterial\tfact\tnecessary\tto\tmake\tthe"}


created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da362c-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 447, "chroma:document": "statements\tmade,\tin\tlight\tof\tthe\tcircumstances\tunder\twhich\tsuch\tstatements\twere\tmade,\tnot\tmisleading\twith\trespect\tto\tthe\tperiod\tcovered\tby\tthis\nreport;\n3.\nBased\ton\tmy\tknowledge,\tthe\tfinancial\tstatements,\tand\tother\tfinancial\tinformation\tincluded\tin\tthis\treport,\tfairly\tpresent\tin\tall\tmaterial\trespects\tthe\nfinancial\tcondition,\tresults\tof\toperations\tand\tcash\tflows\tof\tthe\tregistrant\tas\tof,\tand\tfor,\tthe\tperiods\tpresented\tin\tthis\treport;\n4.\nThe\tregistrant\u2019s\tother\tcertifying\tofficer\tand\tI\tare\tresponsible\tfor\testablishing\tand\tmaintaining\tdisclosure\tcontrols\tand\tprocedures\t(as\tdefined\tin\nExchange\tAct\tRules\t13a-15(e)\tand\t15d-15(e))\tand\tinternal\tcontrol\tover\tfinancial\treporting\t(as\tdefined\tin\tExchange\tAct\tRules\t13a-15(f)\tand\t15d-15(f))\tfor\nthe\tregistrant\tand\thave:\n\t\n(a)\nDesigned\tsuch\tdisclosure\tcontrols\tand\tprocedures,\tor\tcaused\tsuch\tdisclosure\tcontrols\tand\tprocedures\tto\tbe\tdesigned\tunder\tour\tsupervision,\tto\nensure\tthat\tmaterial\tinformation\trelating\tto\tthe\tregistrant,\tincluding\tits\tconsolidated\tsubsidiaries,\tis\tmade\tknown\tto\tus\tby\tothers\twithin\tthose\nentities,\tparticularly\tduring\tthe\tperiod\tin\twhich\tthis\treport\tis\tbeing\tprepared;\n\t\n(b)\nDesigned\tsuch\tinternal\tcontrol\tover\tfinancial\treporting,\tor\tcaused\tsuch\tinternal\tcontrol\tover\tfinancial\treporting\tto\tbe\tdesigned\tunder\tour\nsupervision,\tto\tprovide\treasonable\tassurance\tregarding\tthe\treliability\tof\tfinancial\treporting\tand\tthe\tpreparation\tof\tfinancial\tstatements\tfor\nexternal\tpurposes\tin\taccordance\twith\tgenerally\taccepted\taccounting\tprinciples;\n\t\n(c)\nEvaluated\tthe\teffectiveness\tof\tthe\tregistrant\u2019s\tdisclosure\tcontrols\tand\tprocedures\tand\tpresented\tin\tthis\treport\tour\tconclusions\tabout\tthe"}


created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da36cc-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 447, "chroma:document": "effectiveness\tof\tthe\tdisclosure\tcontrols\tand\tprocedures,\tas\tof\tthe\tend\tof\tthe\tperiod\tcovered\tby\tthis\treport\tbased\ton\tsuch\tevaluation;\tand\n\t\n(d)\nDisclosed\tin\tthis\treport\tany\tchange\tin\tthe\tregistrant\u2019s\tinternal\tcontrol\tover\tfinancial\treporting\tthat\toccurred\tduring\tthe\tregistrant\u2019s\tmost\trecent\nfiscal\tquarter\t(the\tregistrant\u2019s\tfourth\tfiscal\tquarter\tin\tthe\tcase\tof\tan\tannual\treport)\tthat\thas\tmaterially\taffected,\tor\tis\treasonably\tlikely\tto\nmaterially\taffect,\tthe\tregistrant\u2019s\tinternal\tcontrol\tover\tfinancial\treporting;\tand\n5.\nThe\tregistrant\u2019s\tother\tcertifying\tofficer\tand\tI\thave\tdisclosed,\tbased\ton\tour\tmost\trecent\tevaluation\tof\tinternal\tcontrol\tover\tfinancial\treporting,\tto\tthe\nregistrant\u2019s\tauditors\tand\tthe\taudit\tcommittee\tof\tthe\tregistrant\u2019s\tBoard\tof\tDirectors\t(or\tpersons\tperforming\tthe\tequivalent\tfunctions):\n\t\n(a)\nAll\tsignificant\tdeficiencies\tand\tmaterial\tweaknesses\tin\tthe\tdesign\tor\toperation\tof\tinternal\tcontrol\tover\tfinancial\treporting\twhich\tare\treasonably\nlikely\tto\tadversely\taffect\tthe\tregistrant\u2019s\tability\tto\trecord,\tprocess,\tsummarize\tand\treport\tfinancial\tinformation;\tand\n\t\n(b)\nAny\tfraud,\twhether\tor\tnot\tmaterial,\tthat\tinvolves\tmanagement\tor\tother\temployees\twho\thave\ta\tsignificant\trole\tin\tthe\tregistrant\u2019s\tinternal\tcontrol\nover\tfinancial\treporting.\n\t\nDate:\tFebruary\t8,\t2021\n\t\n\t\n/s/\tElon\tMusk\n\t\n\t\n\t\nElon\tMusk\n\t\n\t\n\t\nChief\tExecutive\tOfficer\n\t\n\t\n\t\n(Principal\tExecutive\tOfficer)\n\t\n\t\n\t\nExhibit\t31.2\nCERTIFICATIONS\nI,\tZachary\tJ.\tKirkhorn,\tcertify\tthat:\n1.\nI\thave\treviewed\tthis\tAnnual\tReport\ton\tForm\t10-K\tof\tTesla,\tInc.;\n2."}


created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da3762-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 447, "chroma:document": "2.\nBased\ton\tmy\tknowledge,\tthis\treport\tdoes\tnot\tcontain\tany\tuntrue\tstatement\tof\ta\tmaterial\tfact\tor\tomit\tto\tstate\ta\tmaterial\tfact\tnecessary\tto\tmake\tthe\nstatements\tmade,\tin\tlight\tof\tthe\tcircumstances\tunder\twhich\tsuch\tstatements\twere\tmade,\tnot\tmisleading\twith\trespect\tto\tthe\tperiod\tcovered\tby\tthis\nreport;\n3.\nBased\ton\tmy\tknowledge,\tthe\tfinancial\tstatements,\tand\tother\tfinancial\tinformation\tincluded\tin\tthis\treport,\tfairly\tpresent\tin\tall\tmaterial\trespects\tthe\nfinancial\tcondition,\tresults\tof\toperations\tand\tcash\tflows\tof\tthe\tregistrant\tas\tof,\tand\tfor,\tthe\tperiods\tpresented\tin\tthis\treport;"}


created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da3802-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 448, "chroma:document": "4.\nThe\tregistrant\u2019s\tother\tcertifying\tofficer\tand\tI\tare\tresponsible\tfor\testablishing\tand\tmaintaining\tdisclosure\tcontrols\tand\tprocedures\t(as\tdefined\tin\nExchange\tAct\tRules\t13a-15(e)\tand\t15d-15(e))\tand\tinternal\tcontrol\tover\tfinancial\treporting\t(as\tdefined\tin\tExchange\tAct\tRules\t13a-15(f)\tand\t15d-15(f))\tfor\nthe\tregistrant\tand\thave:\n\t\n(a)\nDesigned\tsuch\tdisclosure\tcontrols\tand\tprocedures,\tor\tcaused\tsuch\tdisclosure\tcontrols\tand\tprocedures\tto\tbe\tdesigned\tunder\tour\tsupervision,\tto\nensure\tthat\tmaterial\tinformation\trelating\tto\tthe\tregistrant,\tincluding\tits\tconsolidated\tsubsidiaries,\tis\tmade\tknown\tto\tus\tby\tothers\twithin\tthose\nentities,\tparticularly\tduring\tthe\tperiod\tin\twhich\tthis\treport\tis\tbeing\tprepared;\n\t\n(b)\nDesigned\tsuch\tinternal\tcontrol\tover\tfinancial\treporting,\tor\tcaused\tsuch\tinternal\tcontrol\tover\tfinancial\treporting\tto\tbe\tdesigned\tunder\tour\nsupervision,\tto\tprovide\treasonable\tassurance\tregarding\tthe\treliability\tof\tfinancial\treporting\tand\tthe\tpreparation\tof\tfinancial\tstatements\tfor\nexternal\tpurposes\tin\taccordance\twith\tgenerally\taccepted\taccounting\tprinciples;\n\t\n(c)\nEvaluated\tthe\teffectiveness\tof\tthe\tregistrant\u2019s\tdisclosure\tcontrols\tand\tprocedures\tand\tpresented\tin\tthis\treport\tour\tconclusions\tabout\tthe\neffectiveness\tof\tthe\tdisclosure\tcontrols\tand\tprocedures,\tas\tof\tthe\tend\tof\tthe\tperiod\tcovered\tby\tthis\treport\tbased\ton\tsuch\tevaluation;\tand\n\t\n(d)\nDisclosed\tin\tthis\treport\tany\tchange\tin\tthe\tregistrant\u2019s\tinternal\tcontrol\tover\tfinancial\treporting\tthat\toccurred\tduring\tthe\tregistrant\u2019s\tmost\trecent\nfiscal\tquarter\t(the\tregistrant\u2019s\tfourth\tfiscal\tquarter\tin\tthe\tcase\tof\tan\tannual\treport)\tthat\thas\tmaterially\taffected,\tor\tis\treasonably\tlikely\tto\nmaterially\taffect,\tthe\tregistrant\u2019s\tinternal\tcontrol\tover\tfinancial\treporting;\tand"}


created_at: 2024-04-06 13:59:07
topic: persistent://default/default/19a10f6c-edf5-4774-8347-509021fad678
id: c5da38a2-f41d-11ee-a3fb-0242ac1c000c
encoding: FLOAT32
metadata:
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created_at: 2024-04-06 13:59:07
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{"source": "tesla-annual-reports/tsla-10k_20201231-gen.pdf", "page": 448, "chroma:document": "Elon\tMusk\n\t\n\t\n\t\nChief\tExecutive\tOfficer\n\t\n\t\n\t\n(Principal\tExecutive\tOfficer)\n\t\nI,\tZachary\tJ.\tKirkhorn,\tcertify,\tpursuant\tto\t18\tU.S.C.\tSection\t1350,\tthat,\tto\tmy\tknowledge,\tthe\tAnnual\tReport\tof\tTesla,\tInc.\ton\tForm\t10-K\tfor\tthe\tannual\tperiod\nended\tDecember\t31,\t2020,\t(i)\tfully\tcomplies\twith\tthe\trequirements\tof\tSection\t13(a)\tor\t15(d)\tof\tthe\tSecurities\tExchange\tAct\tof\t1934\tand\t(ii)\tthat\tthe\tinformation\ncontained\tin\tsuch\tForm\t10-K\tfairly\tpresents,\tin\tall\tmaterial\trespects,\tthe\tfinancial\tcondition\tand\tresults\tof\toperations\tof\tTesla,\tInc.\n\t\nDate:\tFebruary\t8,\t2021\n\t\n\t\n/s/\tZachary\tJ.\tKirkhorn\n\t\n\t\n\t\nZachary\tJ.\tKirkhorn\n\t\n\t\n\t\nChief\tFinancial\tOfficer\n\t\n\t\n\t\n(Principal\tFinancial\tOfficer)"}


# embedding_metadata

key: chroma:document
string_value:
UNITED	STATES
SECURITIES	AND	EXCHANGE	COMMISSION
Washington,	D.C.	20549
FORM	
10-K
(Mark	One)
x
ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934
For	the	fiscal	year	ended	
December	31
,	2023
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:	
001-34756
Tesla,	Inc.
(Exact	name	of	registrant	as	specified	in	its	charter)
Delaware
91-2197729
(State	or	other	jurisdiction	of
incorporation	or	organization)
(I.R.S.	Employer
Identification	No.)
1	Tesla	Road
Austin
,	
Texas
78725
(Address	of	principal	executive	offices)
(Zip	Code)
(
512
)	
516-8177
(Registrant’s	telephone	number,	including	area	code)
Securities	registered	pursuant	to	Section	12(b)	of	the	Act:
Title	of	each	class
Trading	Symbol(s)
Name	of	each	exchange	on	which	registered
Common	stock
TSLA
The	Nasdaq	Global	Select	Market
Securities	registered	pursuant	to	Section	12(g)	of	the	Act:
None
Indicate	by	check	mark	whether	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.	
Yes
	
x
	No	
o
Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	15(d)	of	the	Act.	Yes	
o
	
No
	
x


key: chroma:document
string_value:
o
	
No
	
x
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	(“Exchange	Act”)
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
	
x
	No	
o
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
	
x
	No	
o
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
x
	
Accelerated	filer
o
Non-accelerated	filer
o
	
Smaller	reporting	company
o
Emerging	growth	company
o


key: chroma:document
string_value:
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.	
o
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.	
x
If	securities	are	registered	pursuant	to	Section	12(b)	of	the	Act,	indicate	by	check	mark	whether	the	financial	statements	of	the	registrant	included	in	the	filing	reflect	the
correction	of	an	error	to	previously	issued	financial	statements.	
o
Indicate	by	check	mark	whether	any	of	those	error	corrections	are	restatements	that	required	a	recovery	analysis	of	incentive-based	compensation	received	by	any	of	the
registrant’s	executive	officers	during	the	relevant	recovery	period	pursuant	to	§240.10D-1(b).	
o
Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).	Yes	
o
	No	
x
The	aggregate	market	value	of	voting	stock	held	by	non-affiliates	of	the	registrant,	as	of	June	30,	2023,	the	last	day	of	the	registrant’s	most	recently	completed	second	fiscal
quarter,	was	$
722.52
	billion	(based	on	the	closing	price	for	shares	of	the	registrant’s	Common	Stock	as	reported	by	the	NASDAQ	Global	Select	Market	on	June	30,	2023).	Shares	of


key: chroma:document
string_value:
Common	Stock	held	by	each	executive	officer	and	director	have	been	excluded	in	that	such	persons	may	be	deemed	to	be	affiliates.	This	determination	of	affiliate	status	is	not
necessarily	a	conclusive	determination	for	other	purposes.
As	of	January	22,	2024,	there	were	
3,184,790,415
	shares	of	the	registrant’s	common	stock	outstanding.
DOCUMENTS	INCORPORATED	BY	REFERENCE
Portions	of	the	registrant’s	Proxy	Statement	for	the	2024	Annual	Meeting	of	Stockholders	are	incorporated	herein	by	reference	in	Part	III	of	this	Annual	Report	on	Form	10-K	to
the	extent	stated	herein.	Such	proxy	statement	will	be	filed	with	the	Securities	and	Exchange	Commission	within	120	days	of	the	registrant’s	fiscal	year	ended	December	31,	2023.


key: chroma:document
string_value:
TESLA,	INC.
ANNUAL	REPORT	ON	FORM	10-K	FOR	THE	YEAR	ENDED	DECEMBER	31,	2023
INDEX
	
	
Page
PART	I.
	
	
Item	1.
Business
4
Item	1A.
Risk	Factors
14
Item	1B.
Unresolved	Staff	Comments
28
Item	1C.
Cybersecurity
29
Item	2.
Properties
30
Item	3.
Legal	Proceedings
30
Item	4.
Mine	Safety	Disclosures
30
	
PART	II.
	
Item	5.
Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities
31
Item	6.
[Reserved]
32
Item	7.
Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations
33
Item	7A.
Quantitative	and	Qualitative	Disclosures	about	Market	Risk
45
Item	8.
Financial	Statements	and	Supplementary	Data
46
Item	9.
Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure
93
Item	9A.
Controls	and	Procedures
93
Item	9B.
Other	Information
94
Item	9C.
Disclosure	Regarding	Foreign	Jurisdictions	that	Prevent	Inspections
94
	
PART	III.
	
Item	10.
Directors,	Executive	Officers	and	Corporate	Governance
95
Item	11.
Executive	Compensation
95
Item	12.
Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters
95
Item	13.
Certain	Relationships	and	Related	Transactions,	and	Director	Independence
95
Item	14.
Principal	Accountant	Fees	and	Services
95
	
PART	IV.
	
Item	15.
Exhibits	and	Financial	Statement	Schedules
96
Item	16.
Summary
111
	
Signatures


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Table	of	Contents
Forward-Looking	Statements
The	discussions	in	this	Annual	Report	on	Form	10-K	contain	forward-looking	statements	reflecting	our	current	expectations	that	involve	risks	and
uncertainties.	These	forward-looking	statements	include,	but	are	not	limited	to,	statements	concerning	supply	chain	constraints,	our	strategy,
competition,	future	operations	and	production	capacity,	future	financial	position,	future	revenues,	projected	costs,	profitability,	expected	cost	reductions,
capital	adequacy,	expectations	regarding	demand	and	acceptance	for	our	technologies,	growth	opportunities	and	trends	in	the	markets	in	which	we
operate,	prospects	and	plans	and	objectives	of	management.	The	words	“anticipates,”	“believes,”	“could,”	“estimates,”	“expects,”	“intends,”	“may,”
“plans,”	“projects,”	“will,”	“would”	and	similar	expressions	are	intended	to	identify	forward-looking	statements,	although	not	all	forward-looking
statements	contain	these	identifying	words.	We	may	not	actually	achieve	the	plans,	intentions	or	expectations	disclosed	in	our	forward-looking
statements	and	you	should	not	place	undue	reliance	on	our	forward-looking	statements.	Actual	results	or	events	could	differ	materially	from	the	plans,
intentions	and	expectations	disclosed	in	the	forward-looking	statements	that	we	make.	These	forward-looking	statements	involve	risks	and	uncertainties
that	could	cause	our	actual	results	to	differ	materially	from	those	in	the	forward-looking	statements,	including,	without	limitation,	the	risks	set	forth	in	Part
I,	Item	1A,	“Risk	Factors”	of	the	Annual	Report	on	Form	10-K	for	the	fiscal	year	ended	December	31,	2023	and	that	are	otherwise	described	or	updated


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from	time	to	time	in	our	other	filings	with	the	Securities	and	Exchange	Commission	(the	“SEC”).	The	discussion	of	such	risks	is	not	an	indication	that	any
such	risks	have	occurred	at	the	time	of	this	filing.	We	do	not	assume	any	obligation	to	update	any	forward-looking	statements.


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string_value:
Table	of	Contents
PART	I
ITEM	1.	BUSINESS
Overview
We	design,	develop,	manufacture,	sell	and	lease	high-performance	fully	electric	vehicles	and	energy	generation	and	storage	systems,	and	offer
services	related	to	our	products.	We	generally	sell	our	products	directly	to	customers,	and	continue	to	grow	our	customer-facing	infrastructure	through	a
global	network	of	vehicle	showrooms	and	service	centers,	Mobile	Service,	body	shops,	Supercharger	stations	and	Destination	Chargers	to	accelerate	the
widespread	adoption	of	our	products.	We	emphasize	performance,	attractive	styling	and	the	safety	of	our	users	and	workforce	in	the	design	and
manufacture	of	our	products	and	are	continuing	to	develop	full	self-driving	technology	for	improved	safety.	We	also	strive	to	lower	the	cost	of	ownership
for	our	customers	through	continuous	efforts	to	reduce	manufacturing	costs	and	by	offering	financial	and	other	services	tailored	to	our	products.
Our	mission	is	to	accelerate	the	world’s	transition	to	sustainable	energy.	We	believe	that	this	mission,	along	with	our	engineering	expertise,
vertically	integrated	business	model	and	focus	on	user	experience	differentiate	us	from	other	companies.
Segment	Information
We	operate	as	two	reportable	segments:	(i)	automotive	and	(ii)	energy	generation	and	storage.
The	automotive	segment	includes	the	design,	development,	manufacturing,	sales	and	leasing	of	high-performance	fully	electric	vehicles	as	well	as
sales	of	automotive	regulatory	credits.	Additionally,	the	automotive	segment	also	includes	services	and	other,	which	includes	sales	of	used	vehicles,	non-
warranty	after-sales	vehicle	services,	body	shop	and	parts,	paid	Supercharging,	vehicle	insurance	revenue	and	retail	merchandise.	The	energy	generation


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and	storage	segment	includes	the	design,	manufacture,	installation,	sales	and	leasing	of	solar	energy	generation	and	energy	storage	products	and	related
services	and	sales	of	solar	energy	systems	incentives.
Our	Products	and	Services
Automotive
We	currently	manufacture	five	different	consumer	vehicles	–	the	Model	3,	Y,	S,	X	and	Cybertruck.	Model	3	is	a	four-door	mid-size	sedan	that	we
designed	for	manufacturability	with	a	base	price	for	mass-market	appeal.	Model	Y	is	a	compact	sport	utility	vehicle	(“SUV”)	built	on	the	Model	3	platform
with	seating	for	up	to	seven	adults.	Model	S	is	a	four-door	full-size	sedan	and	Model	X	is	a	mid-size	SUV	with	seating	for	up	to	seven	adults.	Model	S	and
Model	X	feature	the	highest	performance	characteristics	and	longest	ranges	that	we	offer	in	a	sedan	and	SUV,	respectively.	In	November	2023,	we
entered	the	consumer	pickup	truck	market	with	first	deliveries	of	the	Cybertruck,	a	full-size	electric	pickup	truck	with	a	stainless	steel	exterior	that	has
the	utility	and	strength	of	a	truck	while	featuring	the	speed	of	a	sports	car.
In	2022,	we	also	began	early	production	and	deliveries	of	a	commercial	electric	vehicle,	the	Tesla	Semi.	We	have	planned	electric	vehicles	to
address	additional	vehicle	markets,	and	to	continue	leveraging	developments	in	our	proprietary	Full	Self-Driving	(“FSD”)	Capability	features,	battery	cell
and	other	technologies.
Energy	Generation	and	Storage
Energy	Storage	Products
Powerwall	and	Megapack	are	our	lithium-ion	battery	energy	storage	products.	Powerwall,	which	we	sell	directly	to	customers,	as	well	as	through


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channel	partners,	is	designed	to	store	energy	at	a	home	or	small	commercial	facility.	Megapack	is	an	energy	storage	solution	for	commercial,	industrial,
utility	and	energy	generation	customers,	multiple	of	which	may	be	grouped	together	to	form	larger	installations	of	gigawatt	hours	(“GWh”)	or	greater
capacity.
We	also	continue	to	develop	software	capabilities	for	remotely	controlling	and	dispatching	our	energy	storage	systems	across	a	wide	range	of
markets	and	applications,	including	through	our	real-time	energy	control	and	optimization	platforms.
4


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Table	of	Contents
Solar	Energy	Offerings
We	sell	retrofit	solar	energy	systems	to	customers	and	channel	partners	and	also	make	them	available	through	power	purchase	agreement	(“PPA”)
arrangements.	We	purchase	most	of	the	components	for	our	retrofit	solar	energy	systems	from	multiple	sources	to	ensure	competitive	pricing	and
adequate	supply.	We	also	design	and	manufacture	certain	components	for	our	solar	energy	products.
We	sell	our	Solar	Roof,	which	combines	premium	glass	roof	tiles	with	energy	generation,	directly	to	customers,	as	well	as	through	channel
customers.	We	continue	to	improve	our	installation	capability	and	efficiency,	including	through	collaboration	with	real	estate	developers	and	builders	on
new	homes.
Technology
Automotive
Battery	and	Powertrain
Our	core	vehicle	technology	competencies	include	powertrain	engineering	and	manufacturing	and	our	ability	to	design	vehicles	that	utilize	the
unique	advantages	of	an	electric	powertrain.	We	have	designed	our	proprietary	powertrain	systems	to	be	adaptable,	efficient,	reliable	and	cost-effective
while	withstanding	the	rigors	of	an	automotive	environment.	We	offer	dual	motor	powertrain	vehicles,	which	use	two	electric	motors	to	maximize	traction
and	performance	in	an	all-wheel	drive	configuration,	as	well	as	vehicle	powertrain	technology	featuring	three	electric	motors	for	further	increased
performance	in	certain	versions	of	Model	S	and	Model	X,	Cybertruck	and	the	Tesla	Semi.
We	maintain	extensive	testing	and	R&D	capabilities	for	battery	cells,	packs	and	systems,	and	have	built	an	expansive	body	of	knowledge	on	lithium-
ion	cell	chemistry	types	and	performance	characteristics.	In	order	to	enable	a	greater	supply	of	cells	for	our	products	with	higher	energy	density	at	lower


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costs,	we	have	developed	a	new	proprietary	lithium-ion	battery	cell	and	improved	manufacturing	processes.
Vehicle	Control	and	Infotainment	Software
The	performance	and	safety	systems	of	our	vehicles	and	their	battery	packs	utilize	sophisticated	control	software.	Control	systems	in	our	vehicles
optimize	performance,	customize	vehicle	behavior,	manage	charging	and	control	all	infotainment	functions.	We	develop	almost	all	of	this	software,
including	most	of	the	user	interfaces,	internally	and	update	our	vehicles’	software	regularly	through	over-the-air	updates.
Self-Driving	Development	and	Artificial	Intelligence
We	have	expertise	in	developing	technologies,	systems	and	software	to	enable	self-driving	vehicles	using	primarily	vision-based	technologies.	Our
FSD	Computer	runs	our	neural	networks	in	our	vehicles,	and	we	are	also	developing	additional	computer	hardware	to	better	enable	the	massive	amounts
of	field	data	captured	by	our	vehicles	to	continually	train	and	improve	these	neural	networks	for	real-world	performance.
Currently,	we	offer	in	our	vehicles	certain	advanced	driver	assist	systems	under	our	Autopilot	and	FSD	Capability	options.	Although	at	present	the
driver	is	ultimately	responsible	for	controlling	the	vehicle,	our	systems	provide	safety	and	convenience	functionality	that	relieves	drivers	of	the	most
tedious	and	potentially	dangerous	aspects	of	road	travel	much	like	the	system	that	airplane	pilots	use,	when	conditions	permit.	As	with	other	vehicle
systems,	we	improve	these	functions	in	our	vehicles	over	time	through	over-the-air	updates.
We	intend	to	establish	in	the	future	an	autonomous	Tesla	ride-hailing	network,	which	we	expect	would	also	allow	us	to	access	a	new	customer	base
even	as	modes	of	transportation	evolve.


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even	as	modes	of	transportation	evolve.
We	are	also	applying	our	artificial	intelligence	learnings	from	self-driving	technology	to	the	field	of	robotics,	such	as	through	Optimus,	a	robotic
humanoid	in	development,	which	is	controlled	by	the	same	AI	system.
5


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Table	of	Contents
Energy	Generation	and	Storage
Energy	Storage	Products
We	leverage	many	of	the	component-level	technologies	from	our	vehicles	in	our	energy	storage	products.	By	taking	a	modular	approach	to	the
design	of	battery	systems,	we	can	optimize	manufacturing	capacity	of	our	energy	storage	products.	Additionally,	our	expertise	in	power	electronics
enables	our	battery	systems	to	interconnect	with	electricity	grids	while	providing	fast-acting	systems	for	power	injection	and	absorption.	We	have	also
developed	software	to	remotely	control	and	dispatch	our	energy	storage	systems.
Solar	Energy	Systems
We	have	engineered	Solar	Roof	over	numerous	iterations	to	combine	aesthetic	appeal	and	durability	with	power	generation.	The	efficiency	of	our
solar	energy	products	is	aided	by	our	own	solar	inverter,	which	incorporates	our	power	electronics	technologies.	We	designed	both	products	to	integrate
with	Powerwall.
Design	and	Engineering
Automotive
We	have	established	significant	in-house	capabilities	in	the	design	and	test	engineering	of	electric	vehicles	and	their	components	and	systems.	Our
team	has	significant	experience	in	computer-aided	design	as	well	as	durability,	strength	and	crash	test	simulations,	which	reduces	the	product
development	time	of	new	models.	We	have	also	achieved	complex	engineering	feats	in	stamping,	casting	and	thermal	systems,	and	developed	a	method
to	integrate	batteries	directly	with	vehicle	body	structures	without	separate	battery	packs	to	optimize	manufacturability,	weight,	range	and	cost
characteristics.
We	are	also	expanding	our	manufacturing	operations	globally	while	taking	action	to	localize	our	vehicle	designs	and	production	for	particular


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markets,	including	country-specific	market	demands	and	factory	optimizations	for	local	workforces.	As	we	increase	our	capabilities,	particularly	in	the
areas	of	automation,	die-making	and	line-building,	we	are	also	making	strides	in	the	simulations	modeling	these	capabilities	prior	to	construction.
Energy	Generation	and	Storage
Our	expertise	in	electrical,	mechanical,	civil	and	software	engineering	allows	us	to	design,	engineer,	manufacture	and	install	energy	generating	and
storage	products	and	components,	including	at	the	residential	through	utility	scale.	For	example,	the	modular	design	of	our	Megapack	utility-scale	battery
line	is	intended	to	significantly	reduce	the	amount	of	assembly	required	in	the	field.	We	also	customize	solutions	including	our	energy	storage	products,
solar	energy	systems	and/or	Solar	Roof	for	customers	to	meet	their	specific	needs.
Sales	and	Marketing
Historically,	we	have	been	able	to	achieve	sales	without	traditional	advertising	and	at	relatively	low	marketing	costs.	We	continue	to	monitor	our
public	narrative	and	brand,	and	tailor	our	marketing	efforts	accordingly,	including	through	investments	in	customer	education	and	advertising	as
necessary.
Automotive
Direct	Sales
Our	vehicle	sales	channels	currently	include	our	website	and	an	international	network	of	company-owned	stores.	In	some	jurisdictions,	we	also	have
galleries	to	educate	and	inform	customers	about	our	products,	but	such	locations	do	not	transact	in	the	sale	of	vehicles.	We	believe	this	infrastructure
enables	us	to	better	control	costs	of	inventory,	manage	warranty	service	and	pricing,	educate	consumers	about	electric	vehicles,	make	our	vehicles	more
affordable,	maintain	and	strengthen	the	Tesla	brand	and	obtain	rapid	customer	feedback.


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We	reevaluate	our	sales	strategy	both	globally	and	at	a	location-by-location	level	from	time	to	time	to	optimize	our	sales	channels.	However,	sales
of	vehicles	in	the	automobile	industry	tend	to	be	cyclical	in	many	markets,	which	may	expose	us	to	volatility	from	time	to	time.
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Table	of	Contents
Used	Vehicle	Sales
Our	used	vehicle	business	supports	new	vehicle	sales	by	integrating	the	trade-in	of	a	customer’s	existing	Tesla	or	non-Tesla	vehicle	with	the	sale	of
a	new	or	used	Tesla	vehicle.	The	Tesla	and	non-Tesla	vehicles	we	acquire	as	trade-ins	are	subsequently	remarketed,	either	directly	by	us	or	through	third
parties.	We	also	remarket	used	Tesla	vehicles	acquired	from	other	sources	including	lease	returns.
Public	Charging
We	have	a	growing	global	network	of	Tesla	Superchargers,	which	are	our	industrial-grade,	high-speed	vehicle	chargers.	Where	possible,	we	co-
locate	Superchargers	with	our	solar	and	energy	storage	systems	to	reduce	costs	and	promote	renewable	power.	Supercharger	stations	are	typically
placed	along	well-traveled	routes	and	in	and	around	dense	city	centers	to	allow	vehicle	owners	the	ability	to	enjoy	quick,	reliable	charging	along	an
extensive	network	with	convenient	stops.	Use	of	the	Supercharger	network	either	requires	payment	of	a	fee	or	is	free	under	certain	sales	programs.	In
November	2021,	we	began	to	offer	Supercharger	access	to	non-Tesla	vehicles	in	certain	locations	in	support	of	our	mission	to	accelerate	the	world’s
transition	to	sustainable	energy,	and	in	November	2022,	we	opened	up	our	previously	proprietary	charging	connector	as	the	North	American	Charging
Standard	(NACS).	This	enables	all	electric	vehicles	and	charging	stations	to	interoperate	
—
	which	makes	charging	easier	and	more	efficient	for	everyone
and	advances	our	mission	to	accelerate	the	world’s	transition	to	sustainable	energy.
	
Following	this,	a	number	of	major	automotive	companies	announced


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their	adoption	of	NACS,	with	their	access	to	the	Supercharger	network	beginning	in	phases	in	2024	and	their	production	of	NACS	vehicles	beginning	no
later	than	2025.	We	also	engaged	SAE	International	to	govern	NACS	as	an	industry	standard,	now	named	J3400.	We	continue	to	monitor	and	increase	our
network	of	Tesla	Superchargers	in	anticipation	of	future	demand.
We	also	work	with	a	wide	variety	of	hospitality,	retail	and	public	destinations,	as	well	as	businesses	with	commuting	employees,	to	offer	additional
charging	options	for	our	customers,	as	well	as	single-family	homeowners	and	multi-family	residential	entities,	to	deploy	home	charging	solutions.
In-App	Upgrades
As	our	vehicles	are	capable	of	being	updated	remotely	over-the-air,	our	customers	may	purchase	additional	paid	options	and	features	through	the
Tesla	app	or	through	the	in-vehicle	user	interface.	We	expect	that	this	functionality	will	also	allow	us	to	offer	certain	options	and	features	on	a
subscription	basis	in	the	future.
Energy	Generation	and	Storage
We	market	and	sell	our	solar	and	energy	storage	products	to	residential,	commercial	and	industrial	customers	and	utilities	through	a	variety	of
channels,	including	through	our	website,	stores	and	galleries,	as	well	as	through	our	network	of	channel	partners,	and	in	the	case	of	some	commercial
customers,	through	PPA	transactions.	We	emphasize	simplicity,	standardization	and	accessibility	to	make	it	easy	and	cost-effective	for	customers	to	adopt
clean	energy,	while	reducing	our	customer	acquisition	costs.
Service	and	Warranty
Automotive
Service
We	provide	service	for	our	electric	vehicles	at	our	company-owned	service	locations	and	through	Tesla	Mobile	Service	technicians	who	perform	work


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remotely	at	customers’	homes	or	other	locations.	Servicing	the	vehicles	ourselves	allows	us	to	identify	problems	and	implement	solutions	and
improvements	faster	than	traditional	automobile	manufacturers	and	their	dealer	networks.	The	connectivity	of	our	vehicles	also	allows	us	to	diagnose	and
remedy	many	problems	remotely	and	proactively.
Vehicle	Limited	Warranties	and	Extended	Service	Plans
We	provide	a	manufacturer’s	limited	warranty	on	all	new	and	used	Tesla	vehicles	we	sell	directly	to	consumers,	which	may	include	limited
warranties	on	certain	components,	specific	types	of	damage	or	battery	capacity	retention.	We	also	currently	offer	optional	extended	service	plans	that
provide	coverage	beyond	the	new	vehicle	limited	warranties	for	certain	models	in	specified	regions.
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Table	of	Contents
Energy	Generation	and	Storage
We	provide	service	and	repairs	to	our	energy	product	customers,	including	under	warranty	where	applicable.	We	generally	provide	manufacturer’s
limited	warranties	with	our	energy	storage	products	and	offer	certain	extended	limited	warranties	that	are	available	at	the	time	of	purchase	of	the
system.	If	we	install	a	system,	we	also	provide	certain	limited	warranties	on	our	installation	workmanship.
For	retrofit	solar	energy	systems,	we	provide	separate	limited	warranties	for	workmanship	and	against	roof	leaks,	and	for	Solar	Roof,	we	also
provide	limited	warranties	for	defects	and	weatherization.	For	components	not	manufactured	by	us,	we	generally	pass-through	the	applicable
manufacturers’	warranties.
As	part	of	our	solar	energy	system	and	energy	storage	contracts,	we	may	provide	the	customer	with	performance	guarantees	that	commit	that	the
underlying	system	will	meet	or	exceed	the	minimum	energy	generation	or	performance	requirements	specified	in	the	contract.
Financial	Services
Automotive
Purchase	Financing	and	Leases
We	offer	leasing	and/or	loan	financing	arrangements	for	our	vehicles	in	certain	jurisdictions	in	North	America,	Europe	and	Asia	ourselves	and
through	various	financial	institutions.	Under	certain	of	such	programs,	we	have	provided	resale	value	guarantees	or	buyback	guarantees	that	may
obligate	us	to	cover	a	resale	loss	up	to	a	certain	limit	or	repurchase	the	subject	vehicles	at	pre-determined	values.
Insurance
In	2021,	we	launched	our	insurance	product	using	real-time	driving	behavior	in	select	states,	which	offers	rates	that	are	often	better	than	other


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alternatives	and	promotes	safer	driving.	Our	insurance	products	are	currently	available	in	12	states	and	we	plan	to	expand	the	markets	in	which	we	offer
insurance	products,	as	part	of	our	ongoing	effort	to	decrease	the	total	cost	of	ownership	for	our	customers.
Energy	Generation	and	Storage
We	offer	certain	financing	options	to	our	solar	customers,	which	enable	the	customer	to	purchase	and	own	a	solar	energy	system,	Solar	Roof	or
integrated	solar	and	Powerwall	system.	Our	solar	PPAs,	offered	primarily	to	commercial	customers,	charge	a	fee	per	kilowatt-hour	based	on	the	amount	of
electricity	produced	by	our	solar	energy	systems.
Manufacturing
We	currently	have	manufacturing	facilities	in	the	U.S.	in	Northern	California,	in	Buffalo,	New	York,	Gigafactory	New	York;	in	Austin,	Texas,
Gigafactory	Texas	and	near	Reno,	Nevada,	Gigafactory	Nevada.	At	these	facilities,	we	manufacture	and	assemble,	among	other	things,	vehicles,	certain
vehicle	parts	and	components,	such	as	our	battery	packs	and	battery	cells,	energy	storage	components	and	solar	products	and	components.
Internationally,	we	also	have	manufacturing	facilities	in	China	(Gigafactory	Shanghai)	and	Germany	(Gigafactory	Berlin-Brandenburg),	which	allows
us	to	increase	the	affordability	of	our	vehicles	for	customers	in	local	markets	by	reducing	transportation	and	manufacturing	costs	and	eliminating	the
impact	of	unfavorable	tariffs.	In	March	2023,	we	announced	the	location	of	our	next	Gigafactory	in	Monterrey,	Mexico.	Generally,	we	continue	to	expand


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production	capacity	at	our	existing	facilities.	We	also	intend	to	further	increase	cost-competitiveness	in	our	significant	markets	by	strategically	adding
local	manufacturing.
Supply	Chain
Our	products	use	thousands	of	parts	that	are	sourced	from	hundreds	of	suppliers	across	the	world.	We	have	developed	close	relationships	with
vendors	of	key	parts	such	as	battery	cells,	electronics	and	complex	vehicle	assemblies.	Certain	components	purchased	from	these	suppliers	are	shared	or
are	similar	across	many	product	lines,	allowing	us	to	take	advantage	of	pricing	efficiencies	from	economies	of	scale.
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Table	of	Contents
As	is	the	case	for	some	automotive	companies,	some	of	our	procured	components	and	systems	are	sourced	from	single	suppliers.	Where	multiple
sources	are	available	for	certain	key	components,	we	work	to	qualify	multiple	suppliers	for	them	where	it	is	sensible	to	do	so	in	order	to	minimize
potential	production	risks	due	to	disruptions	in	their	supply.	We	also	mitigate	risk	by	maintaining	safety	stock	for	key	parts	and	assemblies	and	die	banks
for	components	with	lengthy	procurement	lead	times.
Our	products	use	various	raw	materials	including	aluminum,	steel,	cobalt,	lithium,	nickel	and	copper.	Pricing	for	these	materials	is	governed	by
market	conditions	and	may	fluctuate	due	to	various	factors	outside	of	our	control,	such	as	supply	and	demand	and	market	speculation.	We	strive	to
execute	long-term	supply	contracts	for	such	materials	at	competitive	pricing	when	feasible,	and	we	currently	believe	that	we	have	adequate	access	to
raw	materials	supplies	to	meet	the	needs	of	our	operations.
Governmental	Programs,	Incentives	and	Regulations
Globally,	the	ownership	of	our	products	by	our	customers	is	impacted	by	various	government	credits,	incentives,	and	policies.	Our	business	and
products	are	also	subject	to	numerous	governmental	regulations	that	vary	among	jurisdictions.
The	operation	of	our	business	is	also	impacted	by	various	government	programs,	incentives,	and	other	arrangements.	See	Note	2,	
Summary	of
Significant	Accounting	Policies
,	to	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K	for	further	details.
Programs	and	Incentives
Inflation	Reduction	Act


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Programs	and	Incentives
Inflation	Reduction	Act
On	August	16,	2022,	the	Inflation	Reduction	Act	of	2022	(“IRA”)	was	enacted	into	law	and	is	effective	for	taxable	years	beginning	after	December
31,	2022,	and	remains	subject	to	future	guidance	releases.	The	IRA	includes	multiple	incentives	to	promote	clean	energy,	electric	vehicles,	battery	and
energy	storage	manufacture	or	purchase,	including	through	providing	tax	credits	to	consumers.	For	example,	qualifying	Tesla	customers	may	receive	up
to	$7,500	in	federal	tax	credits	for	the	purchase	of	qualified	electric	vehicles	in	the	U.S.	through	2032.
Automotive	Regulatory	Credits
We	earn	tradable	credits	in	the	operation	of	our	business	under	various	regulations	related	to	zero-emission	vehicles	(“ZEVs”),	greenhouse	gas,	fuel
economy	and	clean	fuel.	We	sell	these	credits	to	other	regulated	entities	who	can	use	the	credits	to	comply	with	emission	standards	and	other	regulatory
requirements.	Sales	of	these	credits	are	recognized	within	automotive	regulatory	credits	revenue	in	our	consolidated	statements	of	operations	included
elsewhere	in	this	Annual	Report	on	Form	10-K.
Energy	Storage	System	Incentives	and	Policies
While	the	regulatory	regime	for	energy	storage	projects	is	still	under	development,	there	are	various	policies,	incentives	and	financial	mechanisms
at	the	federal,	state	and	local	levels	that	support	the	adoption	of	energy	storage.
For	example,	energy	storage	systems	that	are	charged	using	solar	energy	may	be	eligible	for	the	solar	energy-related	U.S.	federal	tax	credits


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described	below.	The	Federal	Energy	Regulatory	Commission	(“FERC”)	has	also	taken	steps	to	enable	the	participation	of	energy	storage	in	wholesale
energy	markets.	In	addition,	California	and	a	number	of	other	states	have	adopted	procurement	targets	for	energy	storage,	and	behind-the-meter	energy
storage	systems	qualify	for	funding	under	the	California	Self	Generation	Incentive	Program.	Our	customers	primarily	benefit	directly	under	these
programs.	In	certain	instances	our	customers	may	transfer	such	credits	to	us	as	contract	consideration.	In	such	transactions,	they	are	included	as	a
component	of	energy	generation	and	storage	revenues	in	our	consolidated	statements	of	operations	included	elsewhere	in	this	Annual	Report	on	Form
10-K.
Pursuant	to	the	IRA,	under	Sections	48,	48E	and	25D	of	the	Internal	Revenue	Code	(”IRC”),	standalone	energy	storage	technology	is	eligible	for	a	tax
credit	between	6%	and	50%	of	qualified	expenditures,	regardless	of	the	source	of	energy,	which	may	be	claimed	by	our	customers	for	storage	systems
they	purchase	or	by	us	for	arrangements	where	we	own	the	systems.	These	tax	credits	are	primarily	for	the	benefit	of	our	customers	and	are	currently
scheduled	to	phase-out	starting	in	2032	or	later.
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Table	of	Contents
Solar	Energy	System	Incentives	and	Policies
U.S.	federal,	state	and	local	governments	have	established	various	policies,	incentives	and	financial	mechanisms	to	reduce	the	cost	of	solar	energy
and	to	accelerate	the	adoption	of	solar	energy.	These	incentives	include	tax	credits,	cash	grants,	tax	abatements	and	rebates.
In	particular,	pursuant	to	the	IRA,	Sections	48,	48E	and	25D	of	the	IRC	provides	a	tax	credit	between	6%	and	70%	of	qualified	commercial	or
residential	expenditures	for	solar	energy	systems,	which	may	be	claimed	by	our	customers	for	systems	they	purchase,	or	by	us	for	arrangements	where
we	own	the	systems	for	properties	that	meet	statutory	requirements.	These	tax	credits	are	primarily	for	the	direct	benefit	of	our	customers	and	are
currently	scheduled	to	phase-out	starting	in	2032	or	later.
Regulations
Vehicle	Safety	and	Testing
In	the	U.S.,	our	vehicles	are	subject	to	regulation	by	the	National	Highway	Traffic	Safety	Administration	(“NHTSA”),	including	all	applicable	Federal
Motor	Vehicle	Safety	Standards	(“FMVSS”)	and	the	NHTSA	bumper	standard.	Numerous	FMVSS	apply	to	our	vehicles,	such	as	crash-worthiness	and
occupant	protection	requirements.	Our	current	vehicles	fully	comply	and	we	expect	that	our	vehicles	in	the	future	will	fully	comply	with	all	applicable
FMVSS	with	limited	or	no	exemptions,	however,	FMVSS	are	subject	to	change	from	time	to	time.	As	a	manufacturer,	we	must	self-certify	that	our	vehicles
meet	all	applicable	FMVSS	and	the	NHTSA	bumper	standard,	or	otherwise	are	exempt,	before	the	vehicles	may	be	imported	or	sold	in	the	U.S.


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We	are	also	required	to	comply	with	other	federal	laws	administered	by	NHTSA,	including	the	Corporate	Average	Fuel	Economy	standards,	Theft
Prevention	Act	requirements,	labeling	requirements	and	other	information	provided	to	customers	in	writing,	Early	Warning	Reporting	requirements
regarding	warranty	claims,	field	reports,	death	and	injury	reports	and	foreign	recalls,	a	Standing	General	Order	requiring	reports	regarding	crashes
involving	vehicles	equipped	with	advanced	driver	assistance	systems,	and	additional	requirements	for	cooperating	with	compliance	and	safety
investigations	and	recall	reporting.	The	U.S.	Automobile	Information	and	Disclosure	Act	also	requires	manufacturers	of	motor	vehicles	to	disclose	certain
information	regarding	the	manufacturer’s	suggested	retail	price,	optional	equipment	and	pricing.	In	addition,	federal	law	requires	inclusion	of	fuel
economy	ratings,	as	determined	by	the	U.S.	Department	of	Transportation	and	the	Environmental	Protection	Agency	(the	“EPA”),	and	New	Car
Assessment	Program	ratings	as	determined	by	NHTSA,	if	available.
Our	vehicles	sold	outside	of	the	U.S.	are	subject	to	similar	foreign	compliance,	safety,	environmental	and	other	regulations.	Many	of	those
regulations	are	different	from	those	applicable	in	the	U.S.	and	may	require	redesign	and/or	retesting.	Some	of	those	regulations	impact	or	prevent	the
rollout	of	new	vehicle	features.
Self-Driving	Vehicles
Generally,	laws	pertaining	to	self-driving	vehicles	are	evolving	globally,	and	in	some	cases	may	create	restrictions	on	features	or	vehicle	designs
that	we	develop.	While	there	are	currently	no	federal	U.S.	regulations	pertaining	specifically	to	self-driving	vehicles	or	self-driving	equipment,	NHTSA	has


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published	recommended	guidelines	on	self-driving	vehicles,	apart	from	the	FMVSS	and	manufacturer	reporting	obligations,	and	retains	the	authority	to
investigate	and/or	take	action	on	the	safety	or	compliance	of	any	vehicle,	equipment	or	features	operating	on	public	roads.	Certain	U.S.	states	also	have
legal	restrictions	on	the	operation,	registration	or	licensure	of	self-driving	vehicles,	and	many	other	states	are	considering	them.	This	regulatory
patchwork	increases	the	legal	complexity	with	respect	to	self-driving	vehicles	in	the	U.S.
In	markets	that	follow	the	regulations	of	the	United	Nations	Economic	Commission	for	Europe	(“
ECE	markets
”),	some	requirements	restrict	the
design	of	advanced	driver-assistance	or	self-driving	features,	which	can	compromise	or	prevent	their	use	entirely.	Other	applicable	laws,	both	current	and
proposed,	may	hinder	the	path	and	timeline	to	introducing	self-driving	vehicles	for	sale	and	use	in	the	markets	where	they	apply.
Other	key	markets,	including	China,	continue	to	consider	self-driving	regulation.	Any	implemented	regulations	may	differ	materially	from	the	U.S.
and	ECE	markets,	which	may	further	increase	the	legal	complexity	of	self-driving	vehicles	and	limit	or	prevent	certain	features.
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Automobile	Manufacturer	and	Dealer	Regulation
In	the	U.S.,	state	laws	regulate	the	manufacture,	distribution,	sale	and	service	of	automobiles,	and	generally	require	motor	vehicle	manufacturers
and	dealers	to	be	licensed	in	order	to	sell	vehicles	directly	to	residents.	Certain	states	have	asserted	that	the	laws	in	such	states	do	not	permit	automobile
manufacturers	to	be	licensed	as	dealers	or	to	act	in	the	capacity	of	a	dealer,	or	that	they	otherwise	restrict	a	manufacturer’s	ability	to	deliver	or	perform
warranty	repairs	on	vehicles.	To	sell	vehicles	to	residents	of	states	where	we	are	not	licensed	as	a	dealer,	we	generally	conduct	the	sale	out	of	the	state.
In	certain	such	states,	we	have	opened	“galleries”	that	serve	an	educational	purpose	and	where	sales	may	not	occur.
Some	automobile	dealer	trade	associations	have	both	challenged	the	legality	of	our	operations	in	court	and	used	administrative	and	legislative
processes	to	attempt	to	prohibit	or	limit	our	ability	to	operate	existing	stores	or	expand	to	new	locations.	Certain	dealer	associations	have	also	actively
lobbied	state	licensing	agencies	and	legislators	to	interpret	existing	laws	or	enact	new	laws	in	ways	not	favorable	to	our	ownership	and	operation	of	our
own	retail	and	service	locations.	We	expect	such	challenges	to	continue,	and	we	intend	to	actively	fight	any	such	efforts.
Battery	Safety	and	Testing
Our	battery	packs	are	subject	to	various	U.S.	and	international	regulations	that	govern	transport	of	“dangerous	goods,”	defined	to	include	lithium-
ion	batteries,	which	may	present	a	risk	in	transportation.	We	conduct	testing	to	demonstrate	our	compliance	with	such	regulations.


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We	use	lithium-ion	cells	in	our	high	voltage	battery	packs	in	our	vehicles	and	energy	storage	products.	The	use,	storage	and	disposal	of	our	battery
packs	are	regulated	under	existing	laws	and	are	the	subject	of	ongoing	regulatory	changes	that	may	add	additional	requirements	in	the	future.	We	have
agreements	with	third	party	battery	recycling	companies	to	recycle	our	battery	packs,	and	we	are	also	piloting	our	own	recycling	technology.
Solar	Energy—General
We	are	subject	to	certain	state	and	federal	regulations	applicable	to	solar	and	battery	storage	providers	and	sellers	of	electricity.	To	operate	our
systems,	we	enter	into	standard	interconnection	agreements	with	applicable	utilities.	Sales	of	electricity	and	non-sale	equipment	leases	by	third	parties,
such	as	our	leases	and	PPAs,	have	faced	regulatory	challenges	in	some	states	and	jurisdictions.
Solar	Energy—Net	Metering
Most	states	in	the	U.S.	make	net	energy	metering,	or	net	metering,	available	to	solar	customers.	Net	metering	typically	allows	solar	customers	to
interconnect	their	solar	energy	systems	to	the	utility	grid	and	offset	their	utility	electricity	purchases	by	receiving	a	bill	credit	for	excess	energy	generated
by	their	solar	energy	system	that	is	exported	to	the	grid.	In	certain	jurisdictions,	regulators	or	utilities	have	reduced	or	eliminated	the	benefit	available
under	net	metering	or	have	proposed	to	do	so.
Competition
Automotive
The	worldwide	automotive	market	is	highly	competitive	and	we	expect	it	will	become	even	more	competitive	in	the	future	as	a	significant	and
growing	number	of	established	and	new	automobile	manufacturers,	as	well	as	other	companies,	have	entered,	or	are	reported	to	have	plans	to	enter	the
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electric	vehicle	market.
We	believe	that	our	vehicles	compete	in	the	market	based	on	both	their	traditional	segment	classification	as	well	as	their	propulsion	technology.	For
example,	Cybertruck	competes	with	other	pickup	trucks,	Model	S	and	Model	X	compete	primarily	with	premium	sedans	and	premium	SUVs	and	Model	3
and	Model	Y	compete	with	small	to	medium-sized	sedans	and	compact	SUVs,	which	are	extremely	competitive	markets.	Competing	products	typically
include	internal	combustion	vehicles	from	more	established	automobile	manufacturers;	however,	many	established	and	new	automobile	manufacturers
have	entered	or	have	announced	plans	to	enter	the	market	for	electric	and	other	alternative	fuel	vehicles.	Overall,	we	believe	these	announcements	and
vehicle	introductions,	including	the	introduction	of	electric	vehicles	into	rental	car	company	fleets,	promote	the	development	of	the	electric	vehicle
market	by	highlighting	the	attractiveness	of	electric	vehicles	relative	to	the	internal	combustion	vehicle.	Many	major	automobile	manufacturers	have
electric	vehicles	available	today	in	major	markets	including	the	U.S.,	China	and	Europe,	and	other	current	and	prospective	automobile	manufacturers	are
also	developing	electric	vehicles.	In	addition,	several	manufacturers	offer	hybrid	vehicles,	including	plug-in	versions.
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We	believe	that	there	is	also	increasing	competition	for	our	vehicle	offerings	as	a	platform	for	delivering	self-driving	technologies,	charging	solutions
and	other	features	and	services,	and	we	expect	to	compete	in	this	developing	market	through	continued	progress	on	our	Autopilot,	FSD	and	neural
network	capabilities,	Supercharger	network	and	our	infotainment	offerings.
Energy	Generation	and	Storage
Energy	Storage	Systems
The	market	for	energy	storage	products	is	also	highly	competitive,	and	both	established	and	emerging	companies	have	introduced	products	that	are
similar	to	our	product	portfolio	or	that	are	alternatives	to	the	elements	of	our	systems.	We	compete	with	these	companies	based	on	price,	energy	density
and	efficiency.	We	believe	that	the	specifications	and	features	of	our	products,	our	strong	brand	and	the	modular,	scalable	nature	of	our	energy	storage
products	give	us	a	competitive	advantage	in	our	markets.
Solar	Energy	Systems
The	primary	competitors	to	our	solar	energy	business	are	the	traditional	local	utility	companies	that	supply	energy	to	our	potential	customers.	We
compete	with	these	traditional	utility	companies	primarily	based	on	price	and	the	ease	by	which	customers	can	switch	to	electricity	generated	by	our
solar	energy	systems.	We	also	compete	with	solar	energy	companies	that	provide	products	and	services	similar	to	ours.	Many	solar	energy	companies
only	install	solar	energy	systems,	while	others	only	provide	financing	for	these	installations.	We	believe	we	have	a	significant	expansion	opportunity	with
our	offerings	and	that	the	regulatory	environment	is	increasingly	conducive	to	the	adoption	of	renewable	energy	systems.
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Intellectual	Property
We	place	a	strong	emphasis	on	our	innovative	approach	and	proprietary	designs	which	bring	intrinsic	value	and	uniqueness	to	our	product	portfolio.
As	part	of	our	business,	we	seek	to	protect	the	underlying	intellectual	property	rights	of	these	innovations	and	designs	such	as	with	respect	to	patents,
trademarks,	copyrights,	trade	secrets,	confidential	information	and	other	measures,	including	through	employee	and	third-party	nondisclosure
agreements	and	other	contractual	arrangements.	For	example,	we	place	a	high	priority	on	obtaining	patents	to	provide	the	broadest	and	strongest
possible	protection	to	enable	our	freedom	to	operate	our	innovations	and	designs	across	all	of	our	products	and	technologies	as	well	as	to	protect	and
defend	our	product	portfolio.	We	have	also	adopted	a	patent	policy	in	which	we	irrevocably	pledged	that	we	will	not	initiate	a	lawsuit	against	any	party	for
infringing	our	patents	through	activity	relating	to	electric	vehicles	or	related	equipment	for	so	long	as	such	party	is	acting	in	good	faith.	We	made	this
pledge	in	order	to	encourage	the	advancement	of	a	common,	rapidly-evolving	platform	for	electric	vehicles,	thereby	benefiting	ourselves,	other
companies	making	electric	vehicles	and	the	world.
Environmental,	Social	and	Governance	(ESG)	and	Human	Capital	Resources
ESG
The	very	purpose	of	Tesla's	existence	is	to	accelerate	the	world's	transition	to	sustainable	energy.	We	believe	the	world	cannot	reduce	carbon
emissions	without	addressing	both	energy	generation	and	consumption,	and	we	are	designing	and	manufacturing	a	complete	energy	and	transportation


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ecosystem	to	achieve	this	goal.	As	we	expand,	we	are	building	each	new	factory	to	be	more	efficient	and	sustainably	designed	than	the	previous	one,
including	with	respect	to	per-unit	waste	reduction	and	resource	consumption,	including	water	and	energy	usage.	We	are	focused	on	further	enhancing
sustainability	of	operations	outside	of	our	direct	control,	including	reducing	the	carbon	footprint	of	our	supply	chain.
We	are	committed	to	sourcing	only	responsibly	produced	materials,	and	our	suppliers	are	required	to	provide	evidence	of	management	systems	that
ensure	social,	environmental	and	sustainability	best	practices	in	their	own	operations,	as	well	as	to	demonstrate	a	commitment	to	responsible	sourcing
into	their	supply	chains.	We	have	a	zero-tolerance	policy	when	it	comes	to	child	or	forced	labor	and	human	trafficking	by	our	suppliers	and	we	look	to	the
Organization	for	Economic	Co-operation	and	Development	Due	Diligence	Guidelines	to	inform	our	process	and	use	feedback	from	our	internal	and
external	stakeholders	to	find	ways	to	continually	improve.	We	are	also	driving	safety	in	our	own	factories	by	focusing	on	worker	engagement.	Our
incidents	per	vehicle	continue	to	drop	even	as	our	production	volumes	increase.	We	also	strive	to	be	an	employer	of	choice	by	offering	compelling,
impactful	jobs	with	best	in-industry	benefits.
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We	believe	that	sound	corporate	governance	is	critical	to	helping	us	achieve	our	goals,	including	with	respect	to	ESG.	We	continue	to	evolve	a
governance	framework	that	exercises	appropriate	oversight	of	responsibilities	at	all	levels	throughout	the	company	and	manages	its	affairs	consistent
with	high	principles	of	business	ethics.	Our	ESG	Sustainability	Council	is	made	up	of	leaders	from	across	our	company,	and	regularly	presents	to	our	Board
of	Directors,	which	oversees	our	ESG	impacts,	initiatives	and	priorities.
Human	Capital	Resources
A	competitive	edge	for	Tesla	is	its	ability	to	attract	and	retain	high	quality	employees.	During	the	past	year,	Tesla	made	substantial	investments	in
its	workforce,	further	strengthening	its	standing	as	one	of	the	most	desirable	and	innovative	companies	to	work	for.	As	of	December	31,	2023,	our
employee	headcount	worldwide	was	140,473.
We	have	created	an	environment	that	fosters	growth	opportunities,	and	as	of	this	report,	nearly	two-thirds	(65%)	of	our	managers	were	promoted
from	an	internal,	non-manager	position,	and	43%	of	our	management	employees	have	been	with	Tesla	for	more	than	five	years.	Tesla’s	growth	of	35%
over	the	past	two	years	has	offered	internal	career	development	to	our	employees	as	well	as	the	ability	to	make	a	meaningful	contribution	to	a
sustainable	future.
We	are	able	to	retain	our	employees,	in	part,	not	only	because	employees	can	enjoy	ownership	in	Tesla	through	stock	(of	which	89%	have	been


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given	the	opportunity	to),	but	because	we	also	provide	them	with	excellent	health	benefits	such	as	free	counseling,	paid	parental	leave,	paid	time	off	and
zero-premium	medical	plan	options	that	are	made	available	on	the	first	day	of	employment.
We	recognize	the	positive	impact	that	leaders	can	have	on	their	teams	and	offer	fundamental	skills	training	and	continuous	development	to	all
leaders	through	various	programs	globally.
We	don’t	stop	there.	Tesla	has	several	other	programs	strategically	designed	to	increase	paths	for	greater	career	opportunity	such	as:
•
Technician	Trainee	(Service)	
–
 
The	Tesla	Technician	Trainee	Program	provides	on-the-job	automotive	maintenance	training	at	Tesla,
resulting	in	an	industry	certification.	Targeted	at	individuals	with	limited	experience,	whether	in	industry	or	vocational	schools,	the	program
prepares	trainees	for	employment	as	technicians.	In	2023,	we	hired	over	1,900	Technician	Trainees	across	the	U.S.,	Germany	and	China.
•
START	(Manufacturing	and	Service)	
–	Tesla	START	is	an	intensive	training	program	that	complements	the	Technician	Trainee	program	and
equips	individuals	with	the	skills	needed	for	a	successful	technician	role	at	Tesla.	We	have	partnered	with	colleges	and	technical	academies	to
launch	Tesla	START	in	the	U.S.,	United	Kingdom	and	Germany.	In	2023,	we	hired	over	350	trainees	for	manufacturing	and	service	roles	through
this	program,	providing	an	opportunity	to	transition	into	full-time	employment
.
•
Internships	
–	Annually,	Tesla	hires	over	6,000	university	and	college	students	from	around	the	world.	We	recruit	from	diverse	student


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organizations	and	campuses,	seeking	top	talent	passionate	about	our	mission.	Our	interns	engage	in	meaningful	work	from	day	one,	and	we
often	offer	them	full-time	positions	post-internship.
•
Military	Fellowship	and	Transition	Programs	–
 The	Military	Fellowship	and	Transition	Programs	are	designed	to	offer	exiting	military	service
members	in	the	U.S.	and	Europe	with	career	guidance	on	transitioning	into	the	civil	workforce.	We	partner	with	the	career	transition	services	of
European	Defence	Ministries	across	five	countries,	as	well	as	the	U.S.	Chamber	of	Commerce’s	Hire	our	Heroes.	These	programs	aim	to	convert
high-performing	individuals	to	full-time	roles	and	create	a	veteran	talent	pipeline.
•
Apprenticeships
	–	Tesla	Apprenticeships	are	offered	globally,	providing	academic	and	on-the-job	training	to	prepare	specialists	in	skilled
trades.	Apprentices	will	complete	between	one	to	four	years	of	on-the-job	training.	Apprentice	programs	have	seen	skilled	trade	hires	across	the
U.S.,	Australia,	Hong	Kong,	Korea	and	Germany.
•
Manufacturing	Development	Program	
– Tesla's	manufacturing	pathway	program	is	designed	to	provide	graduating	high	school	seniors	with
the	financial	resources,	coursework	and	experience	they	need	to	start	a	successful	manufacturing	career	at	Tesla.	We	hired	373	graduates
through	this	program	in	2023,	and	our	goal	in	2024	is	grow	this	program	to	over	600	students	annually	across	our	Fremont	Factory,	Gigafactory
Nevada,	Gigafactory	Texas	and	Gigafactory	New	York.
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•
Engineering	Development	Program	
– Launched	in	January	2024,	this	program	targets	recent	college	and	university	graduates	for	specialized
engineering	fields.	In	collaboration	with	Austin	Community	College,	the	program	educates	early-career	engineers	in	controls	engineering,
enhancing	their	knowledge	of	high-demand	technologies	for	U.S.	manufacturing.
We	will	continue	to	expand	the	opportunities	for	our	employees	to	add	skills	and	develop	professionally	with	a	new	Employee	Educational	Assistance
Program	launching	in	the	U.S.	in	the	spring	of	2024	to	help	employees	pursue	select	certificates	or	degrees.	With	virtual,	self-paced	education	options
available,	employees	can	pursue	a	new	path	or	expand	their	knowledge	while	continuing	to	grow	their	career.
At	Tesla,	our	employees	show	up	passionate	about	making	a	difference	in	the	world	and	for	each	other.	We	remain	unwavering	in	our	demand	that
our	factories,	offices,	stores	and	service	centers	are	places	where	our	employees	feel	respected	and	appreciated.	Our	policies	are	designed	to	promote
fairness	and	respect	for	everyone.	We	hire,	evaluate	and	promote	employees	based	on	their	skills	and	performance.	Everyone	is	expected	to	be
trustworthy,	demonstrate	excellence	in	their	performance	and	collaborate	with	others.	With	this	in	mind,	we	will	not	tolerate	certain	behaviors.	These
include	harassment,	retaliation,	violence,	intimidation	and	discrimination	of	any	kind	on	the	basis	of	race,	color,	religion,	national	origin,	gender,	sexual
orientation,	gender	identity,	gender	expression,	age,	disability	or	veteran	status.
Anti-harassment	training	is	conducted	on	day	one	of	new	hire	orientation	for	all	employees	and	reoccurring	for	leaders.	In	addition,	we	run	various


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leadership	development	programs	throughout	the	year	aimed	at	enhancing	leaders’	skills,	and	in	particular,	helping	them	to	understand	how	to
appropriately	respond	to	and	address	employee	concerns.
Employees	are	encouraged	to	speak	up	both	in	regard	to	misconduct	and	safety	concerns	and	can	do	so	by	contacting	the	integrity	line,	submitting
concerns	through	our	Take	Charge	process,	or	notifying	their	Human	Resource	Partner	or	any	member	of	management.	Concerns	are	reviewed	in
accordance	with	established	protocols	by	investigators	with	expertise,	who	also	review	for	trends	and	outcomes	for	remediation	and	appropriate	controls.
Responding	to	questions	timely	is	key	so	Human	Resource	Partners	for	each	functional	area	are	visible	throughout	facilities	and	are	actively	involved	in
driving	culture	and	engagement	alongside	business	leaders.
Available	Information
We	file	or	furnish	periodic	reports	and	amendments	thereto,	including	our	Annual	Reports	on	Form	10-K,	our	Quarterly	Reports	on	Form	10-Q	and
Current	Reports	on	Form	8-K,	proxy	statements	and	other	information	with	the	SEC.	In	addition,	the	SEC	maintains	a	website	(
www.sec.gov
)	that	contains
reports,	proxy	and	information	statements,	and	other	information	regarding	issuers	that	file	electronically.	Our	website	is	located	at	
www.tesla.com
,	and
our	reports,	amendments	thereto,	proxy	statements	and	other	information	are	also	made	available,	free	of	charge,	on	our	investor	relations	website	at
ir.tesla.com
	as	soon	as	reasonably	practicable	after	we	electronically	file	or	furnish	such	information	with	the	SEC.	The	information	posted	on	our	website


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is	not	incorporated	by	reference	into	this	Annual	Report	on	Form	10-K.
ITEM	1A.	RISK	FACTORS
You	should	carefully	consider	the	risks	described	below	together	with	the	other	information	set	forth	in	this	report,	which	could	materially	affect	our
business,	financial	condition	and	future	results.	The	risks	described	below	are	not	the	only	risks	facing	our	company.	Risks	and	uncertainties	not	currently
known	to	us	or	that	we	currently	deem	to	be	immaterial	also	may	materially	adversely	affect	our	business,	financial	condition	and	operating	results.
Risks	Related	to	Our	Ability	to	Grow	Our	Business
We	may	experience	delays	in	launching	and	ramping	the	production	of	our	products	and	features,	or	we	may	be	unable	to	control
our	manufacturing	costs.
We	have	previously	experienced	and	may	in	the	future	experience	launch	and	production	ramp	delays	for	new	products	and	features.	For	example,
we	encountered	unanticipated	supplier	issues	that	led	to	delays	during	the	initial	ramp	of	our	first	Model	X	and	experienced	challenges	with	a	supplier	and
with	ramping	full	automation	for	certain	of	our	initial	Model	3	manufacturing	processes.	In	addition,	we	may	introduce	in	the	future	new	or	unique
manufacturing	processes	and	design	features	for	our	products.	As	we	expand	our	vehicle	offerings	and	global	footprint,	there	is	no	guarantee	that	we	will
be	able	to	successfully	and	timely	introduce	and	scale	such	processes	or	features.
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In	particular,	our	future	business	depends	in	large	part	on	increasing	the	production	of	mass-market	vehicles.	In	order	to	be	successful,	we	will	need
to	implement,	maintain	and	ramp	efficient	and	cost-effective	manufacturing	capabilities,	processes	and	supply	chains	and	achieve	the	design	tolerances,
high	quality	and	output	rates	we	have	planned	at	our	manufacturing	facilities	in	California,	Nevada,	Texas,	China,	Germany	and	any	future	sites	such	as
Mexico.	We	will	also	need	to	hire,	train	and	compensate	skilled	employees	to	operate	these	facilities.	Bottlenecks	and	other	unexpected	challenges	such
as	those	we	experienced	in	the	past	may	arise	during	our	production	ramps,	and	we	must	address	them	promptly	while	continuing	to	improve
manufacturing	processes	and	reducing	costs.	If	we	are	not	successful	in	achieving	these	goals,	we	could	face	delays	in	establishing	and/or	sustaining	our
product	ramps	or	be	unable	to	meet	our	related	cost	and	profitability	targets.
We	have	experienced,	and	may	also	experience	similar	future	delays	in	launching	and/or	ramping	production	of	our	energy	storage	products	and
Solar	Roof;	new	product	versions	or	variants;	new	vehicles;	and	future	features	and	services	based	on	artificial	intelligence.	Likewise,	we	may	encounter
delays	with	the	design,	construction	and	regulatory	or	other	approvals	necessary	to	build	and	bring	online	future	manufacturing	facilities	and	products.
Any	delay	or	other	complication	in	ramping	the	production	of	our	current	products	or	the	development,	manufacture,	launch	and	production	ramp	of


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our	future	products,	features	and	services,	or	in	doing	so	cost-effectively	and	with	high	quality,	may	harm	our	brand,	business,	prospects,	financial
condition	and	operating	results.
Our	suppliers	may	fail	to	deliver	components	according	to	schedules,	prices,	quality	and	volumes	that	are	acceptable	to	us,	or	we
may	be	unable	to	manage	these	components	effectively.
Our	products	contain	thousands	of	parts	purchased	globally	from	hundreds	of	suppliers,	including	single-source	direct	suppliers,	which	exposes	us	to
multiple	potential	sources	of	component	shortages.	Unexpected	changes	in	business	conditions,	materials	pricing,	including	inflation	of	raw	material
costs,	labor	issues,	wars,	trade	policies,	natural	disasters,	health	epidemics	such	as	the	global	COVID-19	pandemic,	trade	and	shipping	disruptions,	port
congestions,	cyberattacks	and	other	factors	beyond	our	or	our	suppliers’	control	could	also	affect	these	suppliers’	ability	to	deliver	components	to	us	or	to
remain	solvent	and	operational.	For	example,	a	global	shortage	of	semiconductors	beginning	in	early	2021	has	caused	challenges	in	the	manufacturing
industry	and	impacted	our	supply	chain	and	production.	Additionally,	if	our	suppliers	do	not	accurately	forecast	and	effectively	allocate	production	or	if
they	are	not	willing	to	allocate	sufficient	production	to	us,	or	face	other	challenges	such	as	insolvency,	it	may	reduce	our	access	to	components	and
require	us	to	search	for	new	suppliers.	The	unavailability	of	any	component	or	supplier	could	result	in	production	delays,	idle	manufacturing	facilities,
product	design	changes	and	loss	of	access	to	important	technology	and	tools	for	producing	and	supporting	our	products,	as	well	as	impact	our	capacity


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expansion	and	our	ability	to	fulfill	our	obligations	under	customer	contracts.	Moreover,	significant	increases	in	our	production	or	product	design	changes
by	us	have	required	and	may	in	the	future	require	us	to	procure	additional	components	in	a	short	amount	of	time.	We	have	faced	in	the	past,	and	may
face	suppliers	who	are	unwilling	or	unable	to	sustainably	meet	our	timelines	or	our	cost,	quality	and	volume	needs,	which	may	increase	our	costs	or
require	us	to	replace	them	with	other	sources.	Finally,	as	we	construct	new	manufacturing	facilities	and	add	production	lines	to	existing	facilities,	we	may
experience	issues	in	correspondingly	increasing	the	level	of	localized	procurement	at	those	facilities.	While	we	believe	that	we	will	be	able	to	secure
additional	or	alternate	sources	or	develop	our	own	replacements	for	most	of	our	components,	there	is	no	assurance	that	we	will	be	able	to	do	so	quickly
or	at	all.	Additionally,	we	may	be	unsuccessful	in	our	continuous	efforts	to	negotiate	with	existing	suppliers	to	obtain	cost	reductions	and	avoid
unfavorable	changes	to	terms,	source	less	expensive	suppliers	for	certain	parts	and	redesign	certain	parts	to	make	them	less	expensive	to	produce,
especially	in	the	case	of	increases	in	materials	pricing.	Any	of	these	occurrences	may	harm	our	business,	prospects,	financial	condition	and	operating
results.
As	the	scale	of	our	vehicle	production	increases,	we	will	also	need	to	accurately	forecast,	purchase,	warehouse	and	transport	components	at	high
volumes	to	our	manufacturing	facilities	and	servicing	locations	internationally.	If	we	are	unable	to	accurately	match	the	timing	and	quantities	of


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component	purchases	to	our	actual	needs	or	successfully	implement	automation,	inventory	management	and	other	systems	to	accommodate	the
increased	complexity	in	our	supply	chain	and	parts	management,	we	may	incur	unexpected	production	disruption,	storage,	transportation	and	write-off
costs,	which	may	harm	our	business	and	operating	results.
We	may	be	unable	to	meet	our	projected	construction	timelines,	costs	and	production	ramps	at	new	factories,	or	we	may
experience	difficulties	in	generating	and	maintaining	demand	for	products	manufactured	there.
Our	ability	to	increase	production	of	our	vehicles	on	a	sustained	basis,	make	them	affordable	globally	by	accessing	local	supply	chains	and
workforces	and	streamline	delivery	logistics	is	dependent	on	the	construction	and	ramp	of	our	current	and	future	factories.	The	construction	of	and
commencement	and	ramp	of	production	at	these	factories	are	subject
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to	a	number	of	uncertainties	inherent	in	all	new	manufacturing	operations,	including	ongoing	compliance	with	regulatory	requirements,	procurement	and
maintenance	of	construction,	environmental	and	operational	licenses	and	approvals	for	additional	expansion,	supply	chain	constraints,	hiring,	training	and
retention	of	qualified	employees	and	the	pace	of	bringing	production	equipment	and	processes	online	with	the	capability	to	manufacture	high-quality
units	at	scale.	Moreover,	we	will	have	to	establish	and	ramp	production	of	our	proprietary	battery	cells	and	packs	at	our	new	factories,	and	we	additionally
intend	to	incorporate	sequential	design	and	manufacturing	changes	into	vehicles	manufactured	at	each	new	factory.	If	we	experience	any	issues	or	delays
in	meeting	our	projected	timelines,	costs,	capital	efficiency	and	production	capacity	for	our	new	factories,	expanding	and	managing	teams	to	implement
iterative	design	and	production	changes	there,	maintaining	and	complying	with	the	terms	of	any	debt	financing	that	we	obtain	to	fund	them	or	generating
and	maintaining	demand	for	the	vehicles	we	manufacture	there,	our	business,	prospects,	operating	results	and	financial	condition	may	be	harmed.
We	may	be	unable	to	grow	our	global	product	sales,	delivery	and	installation	capabilities	and	our	servicing	and	vehicle	charging
networks,	or	we	may	be	unable	to	accurately	project	and	effectively	manage	our	growth.
Our	success	will	depend	on	our	ability	to	continue	to	expand	our	sales	capabilities.	We	are	targeting	a	global	mass	demographic	with	a	broad	range
of	potential	customers,	in	which	we	have	relatively	limited	experience	projecting	demand	and	pricing	our	products.	We	currently	produce	numerous


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international	variants	at	a	limited	number	of	factories,	and	if	our	specific	demand	expectations	for	these	variants	prove	inaccurate,	we	may	not	be	able	to
timely	generate	deliveries	matched	to	the	vehicles	that	we	produce	in	the	same	timeframe	or	that	are	commensurate	with	the	size	of	our	operations	in	a
given	region.	Likewise,	as	we	develop	and	grow	our	energy	products	and	services	worldwide,	our	success	will	depend	on	our	ability	to	correctly	forecast
demand	in	various	markets.
Because	we	do	not	have	independent	dealer	networks,	we	are	responsible	for	delivering	all	of	our	vehicles	to	our	customers.	As	our	production
volumes	continue	to	grow,	we	have	faced	in	the	past,	and	may	face	challenges	with	deliveries	at	increasing	volumes,	particularly	in	international	markets
requiring	significant	transit	times.	We	have	also	deployed	a	number	of	delivery	models,	such	as	deliveries	to	customers’	homes	and	workplaces	and
touchless	deliveries,	but	there	is	no	guarantee	that	such	models	will	be	scalable	or	be	accepted	globally.	Likewise,	as	we	ramp	our	energy	products,	we
are	working	to	substantially	increase	our	production	and	installation	capabilities.	If	we	experience	production	delays	or	inaccurately	forecast	demand,	our
business,	financial	condition	and	operating	results	may	be	harmed.
Moreover,	because	of	our	unique	expertise	with	our	vehicles,	we	recommend	that	our	vehicles	be	serviced	by	us	or	by	certain	authorized
professionals.	If	we	experience	delays	in	adding	servicing	capacity	or	servicing	our	vehicles	efficiently,	or	experience	unforeseen	issues	with	the	reliability


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of	our	vehicles,	particularly	higher-volume	additions	to	our	fleet	such	as	Model	3	and	Model	Y,	it	could	overburden	our	servicing	capabilities	and	parts
inventory.	Similarly,	the	increasing	number	of	Tesla	vehicles	also	requires	us	to	continue	to	rapidly	increase	the	number	of	our	Supercharger	stations	and
connectors	throughout	the	world.
There	is	no	assurance	that	we	will	be	able	to	ramp	our	business	to	meet	our	sales,	delivery,	installation,	servicing	and	vehicle	charging	targets
globally,	that	our	projections	on	which	such	targets	are	based	will	prove	accurate	or	that	the	pace	of	growth	or	coverage	of	our	customer	infrastructure
network	will	meet	customer	expectations.	These	plans	require	significant	cash	investments	and	management	resources	and	there	is	no	guarantee	that
they	will	generate	additional	sales	or	installations	of	our	products,	or	that	we	will	be	able	to	avoid	cost	overruns	or	be	able	to	hire	additional	personnel	to
support	them.	As	we	expand,	we	will	also	need	to	ensure	our	compliance	with	regulatory	requirements	in	various	jurisdictions	applicable	to	the	sale,
installation	and	servicing	of	our	products,	the	sale	or	dispatch	of	electricity	related	to	our	energy	products	and	the	operation	of	Superchargers.	If	we	fail	to
manage	our	growth	effectively,	it	may	harm	our	brand,	business,	prospects,	financial	condition	and	operating	results.
We	will	need	to	maintain	and	significantly	grow	our	access	to	battery	cells,	including	through	the	development	and	manufacture	of
our	own	cells,	and	control	our	related	costs.
We	are	dependent	on	the	continued	supply	of	lithium-ion	battery	cells	for	our	vehicles	and	energy	storage	products,	and	we	will	require	substantially


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more	cells	to	grow	our	business	according	to	our	plans.	Currently,	we	rely	on	suppliers	such	as	Panasonic	and	Contemporary	Amperex	Technology	Co.
Limited	(CATL)	for	these	cells.	We	have	to	date	fully	qualified	only	a	very	limited	number	of	such	suppliers	and	have	limited	flexibility	in	changing
suppliers.	Any	disruption	in	the	supply	of	battery	cells	from	our	suppliers	could	limit	production	of	our	vehicles	and	energy	storage	products.	In	the	long
term,	we	intend	to	supplement	cells	from	our	suppliers	with	cells	manufactured	by	us,	which	we	believe	will	be	more	efficient,	manufacturable	at	greater
volumes	and	more	cost-effective	than	currently	available	cells.	However,	our	efforts	to	develop	and	manufacture	such	battery	cells	have	required,	and
may	continue	to	require,	significant	investments,	and	there	can	be	no	assurance	that	we	will	be	able	to	achieve	these	targets	in	the	timeframes	that	we
have	planned	or	at	all.	If	we	are
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unable	to	do	so,	we	may	have	to	curtail	our	planned	vehicle	and	energy	storage	product	production	or	procure	additional	cells	from	suppliers	at
potentially	greater	costs,	either	of	which	may	harm	our	business	and	operating	results.
In	addition,	the	cost	and	mass	production	of	battery	cells,	whether	manufactured	by	our	suppliers	or	by	us,	depends	in	part	upon	the	prices	and
availability	of	raw	materials	such	as	lithium,	nickel,	cobalt	and/or	other	metals.	The	prices	for	these	materials	fluctuate	and	their	available	supply	may	be
unstable,	depending	on	market	conditions	and	global	demand	for	these	materials.	For	example,	as	a	result	of	increased	global	production	of	electric
vehicles	and	energy	storage	products,	suppliers	of	these	raw	materials	may	be	unable	to	meet	our	volume	needs.	Additionally,	our	suppliers	may	not	be
willing	or	able	to	reliably	meet	our	timelines	or	our	cost	and	quality	needs,	which	may	require	us	to	replace	them	with	other	sources.	Any	reduced
availability	of	these	materials	may	impact	our	access	to	cells	and	our	growth,	and	any	increases	in	their	prices	may	reduce	our	profitability	if	we	cannot
recoup	such	costs	through	increased	prices.	Moreover,	our	inability	to	meet	demand	and	any	product	price	increases	may	harm	our	brand,	growth,
prospects	and	operating	results.
Our	future	growth	and	success	are	dependent	upon	consumers’	demand	for	electric	vehicles	and	specifically	our	vehicles	in	an
automotive	industry	that	is	generally	competitive,	cyclical	and	volatile.


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Though	we	continue	to	see	increased	interest	and	adoption	of	electric	vehicles,	if	the	market	for	electric	vehicles	in	general	and	Tesla	vehicles	in
particular	does	not	develop	as	we	expect,	develops	more	slowly	than	we	expect,	or	if	demand	for	our	vehicles	decreases	in	our	markets	or	our	vehicles
compete	with	each	other,	our	business,	prospects,	financial	condition	and	operating	results	may	be	harmed.
In	addition,	electric	vehicles	still	constitute	a	small	percentage	of	overall	vehicle	sales.	As	a	result,	the	market	for	our	vehicles	could	be	negatively
affected	by	numerous	factors,	such	as:
•
perceptions	about	electric	vehicle	features,	quality,	safety,	performance	and	cost;
•
perceptions	about	the	limited	range	over	which	electric	vehicles	may	be	driven	on	a	single	battery	charge,	and	access	to	charging	facilities;
•
competition,	including	from	other	types	of	alternative	fuel	vehicles,	plug-in	hybrid	electric	vehicles	and	high	fuel-economy	internal	combustion
engine	vehicles;
•
volatility	in	the	cost	of	oil,	gasoline	and	energy;
•
government	regulations	and	economic	incentives	and	conditions;	and
•
concerns	about	our	future	viability.
The	target	demographics	for	our	vehicles	are	highly	competitive.	Sales	of	vehicles	in	the	automotive	industry	tend	to	be	cyclical	in	many	markets,
which	may	expose	us	to	further	volatility.	We	also	cannot	predict	the	duration	or	direction	of	current	global	trends	or	their	sustained	impact	on	consumer
demand.	Ultimately,	we	continue	to	monitor	macroeconomic	conditions	to	remain	flexible	and	to	optimize	and	evolve	our	business	as	appropriate,	and


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attempt	to	accurately	project	demand	and	infrastructure	requirements	globally	and	deploy	our	production,	workforce	and	other	resources	accordingly.
Rising	interest	rates	may	lead	to	consumers	to	increasingly	pull	back	spending,	including	on	our	products,	which	may	harm	our	demand,	business	and
operating	results.	If	we	experience	unfavorable	global	market	conditions,	or	if	we	cannot	or	do	not	maintain	operations	at	a	scope	that	is	commensurate
with	such	conditions	or	are	later	required	to	or	choose	to	suspend	such	operations	again,	our	business,	prospects,	financial	condition	and	operating	results
may	be	harmed.
We	face	strong	competition	for	our	products	and	services	from	a	growing	list	of	established	and	new	competitors.
The	worldwide	automotive	market	is	highly	competitive	today	and	we	expect	it	will	become	even	more	so	in	the	future.	A	significant	and	growing
number	of	established	and	new	automobile	manufacturers,	as	well	as	other	companies,	have	entered,	or	are	reported	to	have	plans	to	enter,	the	market
for	electric	and	other	alternative	fuel	vehicles,	including	hybrid,	plug-in	hybrid	and	fully	electric	vehicles,	as	well	as	the	market	for	self-driving	technology
and	other	vehicle	applications	and	software	platforms.	In	some	cases,	our	competitors	offer	or	will	offer	electric	vehicles	in	important	markets	such	as
China	and	Europe,	and/or	have	announced	an	intention	to	produce	electric	vehicles	exclusively	at	some	point	in	the	future.	In	addition,	certain
government	and	economic	incentives	which	provide	benefits	to	manufacturers	who	assemble	domestically	or	have	local	suppliers,	may	provide	a	greater


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benefit	to	our	competitors,	which	could	negatively	impact	our	profitability.	Many	of	our	competitors	have	significantly	more	or	better-established
resources	than	we	do	to	devote	to	the	design,	development,	manufacturing,	distribution,	promotion,	sale	and	support	of	their	products.	Increased
competition	could	result	in	our	lower	vehicle	unit	sales,	price	reductions,	revenue	shortfalls,	loss	of	customers	and	loss	of	market	share,	which	may	harm
our	business,	financial	condition	and	operating	results.
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We	also	face	competition	in	our	energy	generation	and	storage	business	from	other	manufacturers,	developers,	installers	and	service	providers	of
competing	energy	technologies,	as	well	as	from	large	utilities.	Decreases	in	the	retail	or	wholesale	prices	of	electricity	from	utilities	or	other	renewable
energy	sources	could	make	our	products	less	attractive	to	customers	and	lead	to	an	increased	rate	of	customer	defaults.
Risks	Related	to	Our	Operations
We	may	experience	issues	with	lithium-ion	cells	or	other	components	manufactured	at	our	Gigafactories,	which	may	harm	the
production	and	profitability	of	our	vehicle	and	energy	storage	products.
Our	plan	to	grow	the	volume	and	profitability	of	our	vehicles	and	energy	storage	products	depends	on	significant	lithium-ion	battery	cell	production,
including	by	our	partner	Panasonic	at	Gigafactory	Nevada.	We	also	produce	several	vehicle	components	at	our	Gigafactories,	such	as	battery	modules	and
packs	and	drive	units,	and	manufacture	energy	storage	products.	If	we	are	unable	to	or	otherwise	do	not	maintain	and	grow	our	respective	operations,	or
if	we	are	unable	to	do	so	cost-effectively	or	hire	and	retain	highly-skilled	personnel	there,	our	ability	to	manufacture	our	products	profitably	would	be
limited,	which	may	harm	our	business	and	operating	results.
Finally,	the	high	volumes	of	lithium-ion	cells	and	battery	modules	and	packs	manufactured	by	us	and	by	our	suppliers	are	stored	and	recycled	at	our
various	facilities.	Any	mishandling	of	these	products	may	cause	disruption	to	the	operation	of	such	facilities.	While	we	have	implemented	safety


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procedures	related	to	the	handling	of	the	cells,	there	can	be	no	assurance	that	a	safety	issue	or	fire	related	to	the	cells	would	not	disrupt	our	operations.
Any	such	disruptions	or	issues	may	harm	our	brand	and	business.
We	face	risks	associated	with	maintaining	and	expanding	our	international	operations,	including	unfavorable	and	uncertain
regulatory,	political,	economic,	tax	and	labor	conditions.
We	are	subject	to	legal	and	regulatory	requirements,	political	uncertainty	and	social,	environmental	and	economic	conditions	in	numerous
jurisdictions,	including	markets	in	which	we	generate	significant	sales,	over	which	we	have	little	control	and	which	are	inherently	unpredictable.	Our
operations	in	such	jurisdictions,	particularly	as	a	company	based	in	the	U.S.,	create	risks	relating	to	conforming	our	products	to	regulatory	and	safety
requirements	and	charging	and	other	electric	infrastructures;	organizing	local	operating	entities;	establishing,	staffing	and	managing	foreign	business
locations;	attracting	local	customers;	navigating	foreign	government	taxes,	regulations	and	permit	requirements;	enforceability	of	our	contractual	rights;
trade	restrictions,	customs	regulations,	tariffs	and	price	or	exchange	controls;	and	preferences	in	foreign	nations	for	domestically	manufactured	products.
For	example,	we	monitor	tax	legislation	changes	on	a	global	basis,	including	changes	arising	as	a	result	of	the	Organization	for	Economic	Cooperation	and
Development’s	multi-jurisdictional	plan	of	action	to	address	base	erosion	and	profit	shifting.	Such	conditions	may	increase	our	costs,	impact	our	ability	to
sell	our	products	and	require	significant	management	attention,	and	may	harm	our	business	if	we	are	unable	to	manage	them	effectively.


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Our	business	may	suffer	if	our	products	or	features	contain	defects,	fail	to	perform	as	expected	or	take	longer	than	expected	to
become	fully	functional.
If	our	products	contain	design	or	manufacturing	defects,	whether	relating	to	our	software	or	hardware,	that	cause	them	not	to	perform	as	designed
or	intended	or	that	require	repair,	or	certain	features	of	our	vehicles	such	as	new	Autopilot	or	FSD	Capability	features	take	longer	than	expected	to
become	enabled,	are	legally	restricted	or	become	subject	to	onerous	regulation,	our	ability	to	develop,	market	and	sell	our	products	and	services	may	be
harmed,	and	we	may	experience	delivery	delays,	product	recalls,	allegations	of	product	liability,	breach	of	warranty	and	related	consumer	protection
claims	and	significant	warranty	and	other	expenses.	While	we	are	continuously	working	to	develop	and	improve	our	products’	capability	and	performance,
there	is	no	guarantee	that	any	incremental	changes	in	the	specific	software	or	equipment	we	deploy	in	our	vehicles	over	time	will	not	result	in	initial
functional	disparities	from	prior	iterations	or	will	perform	as	forecast	in	the	timeframe	we	anticipate,	or	at	all.	Although	we	attempt	to	remedy	any	issues
we	observe	in	our	products	as	effectively	and	rapidly	as	possible,	such	efforts	may	not	be	timely,	may	hamper	production	or	may	not	completely	satisfy
our	customers.	We	have	performed,	and	continue	to	perform,	extensive	internal	testing	on	our	products	and	features,	though,	like	the	rest	of	the	industry,
we	currently	have	a	limited	frame	of	reference	by	which	to	evaluate	certain	aspects	of	their	long-term	quality,	reliability,	durability	and	performance


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characteristics,	including	exposure	to	or	consequence	of	external	attacks.	While	we	attempt	to	identify	and	address	or	remedy	defects	we	identify	pre-
production	and	sale,	there	may	be	latent	defects	that	we	may	be	unable	to	detect	or	control	for	in	our	products,	and	thereby	address,	prior	to	their	sale	to
or	installation	for	customers.
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We	may	be	required	to	defend	or	insure	against	product	liability	claims.
The	automobile	industry	generally	experiences	significant	product	liability	claims,	and	as	such	we	face	the	risk	of	such	claims	in	the	event	our
vehicles	do	not	perform	or	are	claimed	to	not	have	performed	as	expected.	As	is	true	for	other	automakers,	our	vehicles	have	been	involved	and	we
expect	in	the	future	will	be	involved	in	accidents	resulting	in	death	or	personal	injury,	and	such	accidents	where	Autopilot,	Enhanced	Autopilot	or	FSD
Capability	features	are	engaged	are	the	subject	of	significant	public	attention,	especially	in	light	of	NHTSA’s	Standing	General	Order	requiring	reports
regarding	crashes	involving	vehicles	with	advanced	driver	assistance	systems.	We	have	experienced,	and	we	expect	to	continue	to	face,	claims	and
regulatory	scrutiny	arising	from	or	related	to	misuse	or	claimed	failures	or	alleged	misrepresentations	of	such	new	technologies	that	we	are	pioneering.	In
addition,	the	battery	packs	that	we	produce	make	use	of	lithium-ion	cells.	On	rare	occasions,	lithium-ion	cells	can	rapidly	release	the	energy	they	contain
by	venting	smoke	and	flames	in	a	manner	that	can	ignite	nearby	materials	as	well	as	other	lithium-ion	cells.	While	we	have	designed	our	battery	packs	to
passively	contain	any	single	cell’s	release	of	energy	without	spreading	to	neighboring	cells,	there	can	be	no	assurance	that	a	field	or	testing	failure	of	our
vehicles	or	other	battery	packs	that	we	produce	will	not	occur,	in	particular	due	to	a	high-speed	crash.	Likewise,	as	our	solar	energy	systems	and	energy


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storage	products	generate	and	store	electricity,	they	have	the	potential	to	fail	or	cause	injury	to	people	or	property.	Any	product	liability	claim	may
subject	us	to	lawsuits	and	substantial	monetary	damages,	product	recalls	or	redesign	efforts,	and	even	a	meritless	claim	may	require	us	to	defend	it,	all	of
which	may	generate	negative	publicity	and	be	expensive	and	time-consuming.	In	most	jurisdictions,	we	generally	self-insure	against	the	risk	of	product
liability	claims	for	vehicle	exposure,	meaning	that	any	product	liability	claims	will	likely	have	to	be	paid	from	company	funds	and	not	by	insurance.
We	will	need	to	maintain	public	credibility	and	confidence	in	our	long-term	business	prospects	in	order	to	succeed.
In	order	to	maintain	and	grow	our	business,	we	must	maintain	credibility	and	confidence	among	customers,	suppliers,	analysts,	investors,	ratings
agencies	and	other	parties	in	our	long-term	financial	viability	and	business	prospects.	Maintaining	such	confidence	may	be	challenging	due	to	our	limited
operating	history	relative	to	established	competitors;	customer	unfamiliarity	with	our	products;	any	delays	we	may	experience	in	scaling	manufacturing,
delivery	and	service	operations	to	meet	demand;	competition	and	uncertainty	regarding	the	future	of	electric	vehicles	or	our	other	products	and	services;
our	quarterly	production	and	sales	performance	compared	with	market	expectations;	and	other	factors	including	those	over	which	we	have	no	control.	In
particular,	Tesla’s	products,	business,	results	of	operations,	and	statements	and	actions	of	Tesla	and	its	management	are	subject	to	significant	amounts	of


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commentary	by	a	range	of	third	parties.	Such	attention	can	include	criticism,	which	may	be	exaggerated	or	unfounded,	such	as	speculation	regarding	the
sufficiency	or	stability	of	our	management	team.	Any	such	negative	perceptions,	whether	caused	by	us	or	not,	may	harm	our	business	and	make	it	more
difficult	to	raise	additional	funds	if	needed.
We	may	be	unable	to	effectively	grow,	or	manage	the	compliance,	residual	value,	financing	and	credit	risks	related	to,	our	various
financing	programs.
We	offer	financing	arrangements	for	our	vehicles	in	North	America,	Europe	and	Asia	primarily	ourselves	and	through	various	financial	institutions.
We	also	currently	offer	vehicle	financing	arrangements	directly	through	our	local	subsidiaries	in	certain	markets.	Depending	on	the	country,	such
arrangements	are	available	for	specified	models	and	may	include	operating	leases	directly	with	us	under	which	we	typically	receive	only	a	very	small
portion	of	the	total	vehicle	purchase	price	at	the	time	of	lease,	followed	by	a	stream	of	payments	over	the	term	of	the	lease.	We	have	also	offered	various
arrangements	for	customers	of	our	solar	energy	systems	whereby	they	pay	us	a	fixed	payment	to	lease	or	finance	the	purchase	of	such	systems	or
purchase	electricity	generated	by	them.	If	we	do	not	successfully	monitor	and	comply	with	applicable	national,	state	and/or	local	financial	regulations	and
consumer	protection	laws	governing	these	transactions,	we	may	become	subject	to	enforcement	actions	or	penalties.
The	profitability	of	any	directly-leased	vehicles	returned	to	us	at	the	end	of	their	leases	depends	on	our	ability	to	accurately	project	our	vehicles’


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residual	values	at	the	outset	of	the	leases,	and	such	values	may	fluctuate	prior	to	the	end	of	their	terms	depending	on	various	factors	such	as	supply	and
demand	of	our	used	vehicles,	economic	cycles	and	the	pricing	of	new	vehicles.	We	have	made	in	the	past	and	may	make	in	the	future	certain	adjustments
to	our	prices	from	time	to	time	in	the	ordinary	course	of	business,	which	may	impact	the	residual	values	of	our	vehicles	and	reduce	the	profitability	of	our
vehicle	leasing	program.	The	funding	and	growth	of	this	program	also	rely	on	our	ability	to	secure	adequate	financing	and/or	business	partners.	If	we	are
unable	to	adequately	fund	our	leasing	program	through	internal	funds,	partners	or	other	financing	sources,	and	compelling	alternative	financing	programs
are	not	available	for	our	customers	who	may	expect	or	need	such	options,	we	may	be	unable	to	grow	our	vehicle	deliveries.	Furthermore,	if	our	vehicle
leasing	business	grows	substantially,	our	business	may	suffer	if	we	cannot	effectively	manage	the	resulting	greater	levels	of	residual	risk.
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Similarly,	we	have	provided	resale	value	guarantees	to	vehicle	customers	and	partners	for	certain	financing	programs,	under	which	such
counterparties	may	sell	their	vehicles	back	to	us	at	certain	points	in	time	at	pre-determined	amounts.	However,	actual	resale	values	are	subject	to
fluctuations	over	the	term	of	the	financing	arrangements,	such	as	from	the	vehicle	pricing	changes	discussed	above.	If	the	actual	resale	values	of	any
vehicles	resold	or	returned	to	us	pursuant	to	these	programs	are	materially	lower	than	the	pre-determined	amounts	we	have	offered,	our	financial
condition	and	operating	results	may	be	harmed.
Finally,	our	vehicle	and	solar	energy	system	financing	programs	and	our	energy	storage	sales	programs	also	expose	us	to	customer	credit	risk.	In
the	event	of	a	widespread	economic	downturn	or	other	catastrophic	event,	our	customers	may	be	unable	or	unwilling	to	satisfy	their	payment	obligations
to	us	on	a	timely	basis	or	at	all.	If	a	significant	number	of	our	customers	default,	we	may	incur	substantial	credit	losses	and/or	impairment	charges	with
respect	to	the	underlying	assets.
We	must	manage	ongoing	obligations	under	our	agreement	with	the	Research	Foundation	for	the	State	University	of	New	York
relating	to	our	Gigafactory	New	York.
We	are	party	to	an	operating	lease	and	a	research	and	development	agreement	through	the	State	University	of	New	York	(the	“SUNY	Foundation”).
These	agreements	provide	for	the	construction	and	use	of	our	Gigafactory	New	York,	which	we	have	primarily	used	for	the	development	and	production	of


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our	Solar	Roof	and	other	solar	products	and	components,	energy	storage	components	and	Supercharger	components,	and	for	other	lessor-approved
functions.	Under	this	agreement,	we	are	obligated	to,	among	other	things,	meet	employment	targets	as	well	as	specified	minimum	numbers	of	personnel
in	the	State	of	New	York	and	in	Buffalo,	New	York	and	spend	or	incur	$
5.00
	billion	in	combined	capital,	operational	expenses,	costs	of	goods	sold	and
other	costs	in	the	State	of	New	York	during	a	period	that	was	initially	10	years	beginning	April	30,	2018.	As	of	December	31,	2023,	we	are	currently	in
excess	of	such	targets	relating	to	investments	and	personnel	in	the	State	of	New	York	and	Buffalo.	While	we	expect	to	have	and	grow	significant
operations	at	Gigafactory	New	York	and	the	surrounding	Buffalo	area,	any	failure	by	us	in	any	year	over	the	course	of	the	term	of	the	agreement	to	meet
all	applicable	future	obligations	may	result	in	our	obligation	to	pay	a	“program	payment”	of	$
41
	million	to	the	SUNY	Foundation	for	such	year,	the
termination	of	our	lease	at	Gigafactory	New	York	which	may	require	us	to	pay	additional	penalties,	and/or	the	need	to	adjust	certain	of	our	operations.
Any	of	the	foregoing	events	may	harm	our	business,	financial	condition	and	operating	results.
If	we	are	unable	to	attract,	hire	and	retain	key	employees	and	qualified	personnel,	our	ability	to	compete	may	be	harmed.
The	loss	of	the	services	of	any	of	our	key	employees	or	any	significant	portion	of	our	workforce	could	disrupt	our	operations	or	delay	the


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development,	introduction	and	ramp	of	our	products	and	services.	In	particular,	we	are	highly	dependent	on	the	services	of	Elon	Musk,	Technoking	of
Tesla	and	our	Chief	Executive	Officer.	None	of	our	key	employees	is	bound	by	an	employment	agreement	for	any	specific	term	and	we	may	not	be	able	to
successfully	attract	and	retain	senior	leadership	necessary	to	grow	our	business.	Our	future	success	also	depends	upon	our	ability	to	attract,	hire	and
retain	a	large	number	of	engineering,	manufacturing,	marketing,	sales	and	delivery,	service,	installation,	technology	and	support	personnel,	especially	to
support	our	planned	high-volume	product	sales,	market	and	geographical	expansion	and	technological	innovations.	If	we	are	not	successful	in	managing
these	risks,	our	business,	financial	condition	and	operating	results	may	be	harmed.
Employees	may	leave	Tesla	or	choose	other	employers	over	Tesla	due	to	various	factors,	such	as	a	very	competitive	labor	market	for	talented
individuals	with	automotive	or	technology	experience,	or	any	negative	publicity	related	to	us.	In	regions	where	we	have	or	will	have	operations,
particularly	significant	engineering	and	manufacturing	centers,	there	is	strong	competition	for	individuals	with	skillsets	needed	for	our	business,	including
specialized	knowledge	of	electric	vehicles,	engineering	and	electrical	and	building	construction	expertise.	We	also	compete	with	both	mature	and
prosperous	companies	that	have	far	greater	financial	resources	than	we	do	and	start-ups	and	emerging	companies	that	promise	short-term	growth
opportunities.
Finally,	our	compensation	philosophy	for	all	of	our	personnel	reflects	our	startup	origins,	with	an	emphasis	on	equity-based	awards	and	benefits	in


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order	to	closely	align	their	incentives	with	the	long-term	interests	of	our	stockholders.	We	periodically	seek	and	obtain	approval	from	our	stockholders	for
future	increases	to	the	number	of	awards	available	under	our	equity	incentive	and	employee	stock	purchase	plans.	If	we	are	unable	to	obtain	the	requisite
stockholder	approvals	for	such	future	increases,	we	may	have	to	expend	additional	cash	to	compensate	our	employees	and	our	ability	to	retain	and	hire
qualified	personnel	may	be	harmed.
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We	are	highly	dependent	on	the	services	of	Elon	Musk,	Technoking	of	Tesla	and	our	Chief	Executive	Officer.
We	are	highly	dependent	on	the	services	of	Elon	Musk,	Technoking	of	Tesla	and	our	Chief	Executive	Officer.	Although	Mr.	Musk	spends	significant
time	with	Tesla	and	is	highly	active	in	our	management,	he	does	not	devote	his	full	time	and	attention	to	Tesla.	Mr.	Musk	also	currently	serves	as	Chief
Executive	Officer	and	Chief	Technical	Officer	of	Space	Exploration	Technologies	Corp.,	a	developer	and	manufacturer	of	space	launch	vehicles,	Chairman
and	Chief	Technical	Officer	of	X	Corp.,	a	social	media	company,	and	is	involved	in	other	emerging	technology	ventures.
Our	information	technology	systems	or	data,	or	those	of	our	service	providers	or	customers	or	users	could	be	subject	to	cyber-
attacks	or	other	security	incidents,	which	could	result	in	data	breaches,	intellectual	property	theft,	claims,	litigation,	regulatory
investigations,	significant	liability,	reputational	damage	and	other	adverse	consequences.
We	continue	to	expand	our	information	technology	systems	as	our	operations	grow,	such	as	product	data	management,	procurement,	inventory
management,	production	planning	and	execution,	sales,	service	and	logistics,	dealer	management,	financial,	tax	and	regulatory	compliance	systems.	This
includes	the	implementation	of	new	internally	developed	systems	and	the	deployment	of	such	systems	in	the	U.S.	and	abroad.	While,	we	maintain
information	technology	measures	designed	to	protect	us	against	intellectual	property	theft,	data	breaches,	sabotage	and	other	external	or	internal	cyber-


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attacks	or	misappropriation,	our	systems	and	those	of	our	service	providers	are	potentially	vulnerable	to	malware,	ransomware,	viruses,	denial-of-service
attacks,	phishing	attacks,	social	engineering,	computer	hacking,	unauthorized	access,	exploitation	of	bugs,	defects	and	vulnerabilities,	breakdowns,
damage,	interruptions,	system	malfunctions,	power	outages,	terrorism,	acts	of	vandalism,	security	breaches,	security	incidents,	inadvertent	or	intentional
actions	by	employees	or	other	third	parties,	and	other	cyber-attacks.
To	the	extent	any	security	incident	results	in	unauthorized	access	or	damage	to	or	acquisition,	use,	corruption,	loss,	destruction,	alteration	or
dissemination	of	our	data,	including	intellectual	property	and	personal	information,	or	our	products	or	vehicles,	or	for	it	to	be	believed	or	reported	that	any
of	these	occurred,	it	could	disrupt	our	business,	harm	our	reputation,	compel	us	to	comply	with	applicable	data	breach	notification	laws,	subject	us	to	time
consuming,	distracting	and	expensive	litigation,	regulatory	investigation	and	oversight,	mandatory	corrective	action,	require	us	to	verify	the	correctness
of	database	contents,	or	otherwise	subject	us	to	liability	under	laws,	regulations	and	contractual	obligations,	including	those	that	protect	the	privacy	and
security	of	personal	information.	This	could	result	in	increased	costs	to	us	and	result	in	significant	legal	and	financial	exposure	and/or	reputational	harm.
We	also	rely	on	service	providers,	and	similar	incidents	relating	to	their	information	technology	systems	could	also	have	a	material	adverse	effect	on
our	business.	There	have	been	and	may	continue	to	be	significant	supply	chain	attacks.	Our	service	providers,	including	our	workforce	management


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software	provider,	have	been	subject	to	ransomware	and	other	security	incidents,	and	we	cannot	guarantee	that	our	or	our	service	providers’	systems
have	not	been	breached	or	that	they	do	not	contain	exploitable	defects,	bugs,	or	vulnerabilities	that	could	result	in	a	security	incident,	or	other	disruption
to,	our	or	our	service	providers’	systems.	Our	ability	to	monitor	our	service	providers’	security	measures	is	limited,	and,	in	any	event,	malicious	third
parties	may	be	able	to	circumvent	those	security	measures.
Further,	the	implementation,	maintenance,	segregation	and	improvement	of	these	systems	require	significant	management	time,	support	and	cost,
and	there	are	inherent	risks	associated	with	developing,	improving	and	expanding	our	core	systems	as	well	as	implementing	new	systems	and	updating
current	systems,	including	disruptions	to	the	related	areas	of	business	operation.	These	risks	may	affect	our	ability	to	manage	our	data	and	inventory,
procure	parts	or	supplies	or	manufacture,	sell,	deliver	and	service	products,	adequately	protect	our	intellectual	property	or	achieve	and	maintain
compliance	with,	or	realize	available	benefits	under,	tax	laws	and	other	applicable	regulations.
Moreover,	if	we	do	not	successfully	implement,	maintain	or	expand	these	systems	as	planned,	our	operations	may	be	disrupted,	our	ability	to
accurately	and/or	timely	report	our	financial	results	could	be	impaired	and	deficiencies	may	arise	in	our	internal	control	over	financial	reporting,	which
may	impact	our	ability	to	certify	our	financial	results.	Moreover,	our	proprietary	information,	including	intellectual	property	and	personal	information,


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could	be	compromised	or	misappropriated	and	our	reputation	may	be	adversely	affected.	If	these	systems	or	their	functionality	do	not	operate	as	we
expect	them	to,	we	may	be	required	to	expend	significant	resources	to	make	corrections	or	find	alternative	sources	for	performing	these	functions.
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Any	unauthorized	control	or	manipulation	of	our	products’	systems	could	result	in	loss	of	confidence	in	us	and	our	products.
Our	products	contain	complex	information	technology	systems.	For	example,	our	vehicles	and	energy	storage	products	are	designed	with	built-in
data	connectivity	to	accept	and	install	periodic	remote	updates	from	us	to	improve	or	update	their	functionality.	While	we	have	implemented	security
measures	intended	to	prevent	unauthorized	access	to	our	information	technology	networks,	our	products	and	their	systems,	malicious	entities	have
reportedly	attempted,	and	may	attempt	in	the	future,	to	gain	unauthorized	access	to	modify,	alter	and	use	such	networks,	products	and	systems	to	gain
control	of,	or	to	change,	our	products’	functionality,	user	interface	and	performance	characteristics	or	to	gain	access	to	data	stored	in	or	generated	by	our
products.	We	encourage	reporting	of	potential	vulnerabilities	in	the	security	of	our	products	through	our	security	vulnerability	reporting	policy,	and	we
aim	to	remedy	any	reported	and	verified	vulnerability.	However,	there	can	be	no	assurance	that	any	vulnerabilities	will	not	be	exploited	before	they	can
be	identified,	or	that	our	remediation	efforts	are	or	will	be	successful.
Any	unauthorized	access	to	or	control	of	our	products	or	their	systems	or	any	loss	of	data	could	result	in	legal	claims	or	government	investigations.
In	addition,	regardless	of	their	veracity,	reports	of	unauthorized	access	to	our	products,	their	systems	or	data,	as	well	as	other	factors	that	may	result	in
the	perception	that	our	products,	their	systems	or	data	are	capable	of	being	hacked,	may	harm	our	brand,	prospects	and	operating	results.	We	have	been


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the	subject	of	such	reports	in	the	past.
Our	business	may	be	adversely	affected	by	any	disruptions	caused	by	union	activities.
It	is	not	uncommon	for	employees	of	certain	trades	at	companies	such	as	ours	to	belong	to	a	union,	which	can	result	in	higher	employee	costs	and
increased	risk	of	work	stoppages.	Moreover,	regulations	in	some	jurisdictions	outside	of	the	U.S.	mandate	employee	participation	in	industrial	collective
bargaining	agreements	and	work	councils	with	certain	consultation	rights	with	respect	to	the	relevant	companies’	operations.	Although	we	work	diligently
to	provide	the	best	possible	work	environment	for	our	employees,	they	may	still	decide	to	join	or	seek	recognition	to	form	a	labor	union,	or	we	may	be
required	to	become	a	union	signatory.	From	time	to	time,	labor	unions	have	engaged	in	campaigns	to	organize	certain	of	our	operations,	as	part	of	which
such	unions	have	filed	unfair	labor	practice	charges	against	us	with	the	National	Labor	Relations	Board	(the	“NLRB”),	and	they	may	do	so	in	the	future.
Any	unfavorable	ultimate	outcome	for	Tesla	may	have	a	negative	impact	on	the	perception	of	Tesla’s	treatment	of	our	employees.	Furthermore,	we	are
directly	or	indirectly	dependent	upon	companies	with	unionized	work	forces,	such	as	suppliers	and	trucking	and	freight	companies.	Any	work	stoppages	or
strikes	organized	by	such	unions	could	delay	the	manufacture	and	sale	of	our	products	and	may	harm	our	business	and	operating	results.
We	may	choose	to	or	be	compelled	to	undertake	product	recalls	or	take	other	similar	actions.


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As	a	manufacturing	company,	we	must	manage	the	risk	of	product	recalls	with	respect	to	our	products.	Recalls	for	our	vehicles	have	resulted	from
various	hardware	and	software-related	safety	concerns	or	non-compliance	determinations.	In	addition	to	recalls	initiated	by	us	for	various	causes,	testing
of	or	investigations	into	our	products	by	government	regulators	or	industry	groups	may	compel	us	to	initiate	product	recalls	or	may	result	in	negative
public	perceptions	about	the	safety	of	our	products,	even	if	we	disagree	with	the	defect	determination	or	have	data	that	contradicts	it.	In	the	future,	we
may	voluntarily	or	involuntarily	initiate	recalls	if	any	of	our	products	are	determined	by	us	or	a	regulator	to	contain	a	safety	defect	or	be	noncompliant
with	applicable	laws	and	regulations,	such	as	U.S.	Federal	Motor	Vehicle	Safety	Standards.	Such	recalls,	whether	voluntary	or	involuntary	or	caused	by
systems	or	components	engineered	or	manufactured	by	us	or	our	suppliers,	could	result	in	significant	expense,	supply	chain	complications	and	service
burdens,	and	may	harm	our	brand,	business,	prospects,	financial	condition	and	operating	results.
Our	current	and	future	warranty	reserves	may	be	insufficient	to	cover	future	warranty	claims.
We	provide	a	manufacturer’s	warranty	on	all	new	and	used	Tesla	vehicles	we	sell	directly	to	customers.	We	also	provide	certain	warranties	with
respect	to	the	energy	generation	and	storage	systems	we	sell,	including	on	their	installation	and	maintenance.	For	components	not	manufactured	by	us,
we	generally	pass	through	to	our	customers	the	applicable	manufacturers’	warranties,	but	may	retain	some	warranty	responsibilities	for	some	or	all	of	the


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life	of	such	components.	As	part	of	our	energy	generation	and	storage	system	contracts,	we	may	provide	the	customer	with	performance	guarantees	that
guarantee	that	the	underlying	system	will	meet	or	exceed	the	minimum	energy	generation	or	other	energy	performance	requirements	specified	in	the
contract.	Under	these	performance	guarantees,	we	generally	bear	the	risk	of	electricity	production	or	other	performance	shortfalls,	including	in	some
cases	shortfalls	caused	by	failures	in	components	from	third	party	manufacturers.	These	risks	are	exacerbated	in	the	event	such	manufacturers	cease
operations	or	fail	to	honor	their	warranties.
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If	our	warranty	reserves	are	inadequate	to	cover	future	warranty	claims	on	our	products,	our	financial	condition	and	operating	results	may	be
harmed.	Warranty	reserves	include	our	management’s	best	estimates	of	the	projected	costs	to	repair	or	to	replace	items	under	warranty,	which	are	based
on	actual	claims	incurred	to	date	and	an	estimate	of	the	nature,	frequency	and	costs	of	future	claims.	Such	estimates	are	inherently	uncertain	and
changes	to	our	historical	or	projected	experience,	especially	with	respect	to	products	that	we	have	introduced	relatively	recently	and/or	that	we	expect	to
produce	at	significantly	greater	volumes	than	our	past	products,	may	cause	material	changes	to	our	warranty	reserves	in	the	future.
Our	insurance	coverage	strategy	may	not	be	adequate	to	protect	us	from	all	business	risks.
We	may	be	subject,	in	the	ordinary	course	of	business,	to	losses	resulting	from	products	liability,	accidents,	acts	of	God	and	other	claims	against	us,
for	which	we	may	have	no	insurance	coverage.	As	a	general	matter,	we	do	not	maintain	as	much	insurance	coverage	as	many	other	companies	do,	and	in
some	cases,	we	do	not	maintain	any	at	all.	Additionally,	the	policies	that	we	do	have	may	include	significant	deductibles	or	self-insured	retentions,	policy
limitations	and	exclusions,	and	we	cannot	be	certain	that	our	insurance	coverage	will	be	sufficient	to	cover	all	future	losses	or	claims	against	us.	A	loss
that	is	uninsured	or	which	exceeds	policy	limits	may	require	us	to	pay	substantial	amounts,	which	may	harm	our	financial	condition	and	operating	results.
Our	debt	agreements	contain	covenant	restrictions	that	may	limit	our	ability	to	operate	our	business.


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The	terms	of	certain	of	our	debt	facilities	contain,	and	any	of	our	other	future	debt	agreements	may	contain,	covenant	restrictions	that	may	limit	our
ability	to	operate	our	business,	including	restrictions	on	our	and/or	our	subsidiaries’	ability	to,	among	other	things,	incur	additional	debt	or	create	liens.	In
addition,	under	certain	circumstances	we	are	required	to	maintain	a	certain	amount	of	liquidity.	As	a	result	of	these	covenants,	our	ability	to	respond	to
changes	in	business	and	economic	conditions	and	engage	in	beneficial	transactions,	including	to	obtain	additional	financing	as	needed,	may	be	restricted.
Furthermore,	our	failure	to	comply	with	our	debt	covenants	could	result	in	a	default	under	our	debt	agreements,	which	could	permit	the	holders	to
accelerate	our	obligation	to	repay	the	debt.	If	any	of	our	debt	is	accelerated,	we	may	not	have	sufficient	funds	available	to	repay	it.
Additional	funds	may	not	be	available	to	us	when	we	need	or	want	them.
Our	business	and	our	future	plans	for	expansion	are	capital-intensive,	and	the	specific	timing	of	cash	inflows	and	outflows	may	fluctuate
substantially	from	period	to	period.	We	may	need	or	want	to	raise	additional	funds	through	the	issuance	of	equity,	equity-related	or	debt	securities	or
through	obtaining	credit	from	financial	institutions	to	fund,	together	with	our	principal	sources	of	liquidity,	the	costs	of	developing	and	manufacturing	our
current	or	future	products,	to	pay	any	significant	unplanned	or	accelerated	expenses	or	for	new	significant	strategic	investments,	or	to	refinance	our


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significant	consolidated	indebtedness,	even	if	not	required	to	do	so	by	the	terms	of	such	indebtedness.	We	cannot	be	certain	that	additional	funds	will	be
available	to	us	on	favorable	terms	when	required,	or	at	all.	If	we	cannot	raise	additional	funds	when	we	need	them,	our	financial	condition,	results	of
operations,	business	and	prospects	could	be	materially	and	adversely	affected.
We	may	be	negatively	impacted	by	any	early	obsolescence	of	our	manufacturing	equipment.
We	depreciate	the	cost	of	our	manufacturing	equipment	over	their	expected	useful	lives.	However,	product	cycles	or	manufacturing	technology	may
change	periodically,	and	we	may	decide	to	update	our	products	or	manufacturing	processes	more	quickly	than	expected.	Moreover,	improvements	in
engineering	and	manufacturing	expertise	and	efficiency	may	result	in	our	ability	to	manufacture	our	products	using	less	of	our	currently	installed
equipment.	Alternatively,	as	we	ramp	and	mature	the	production	of	our	products	to	higher	levels,	we	may	discontinue	the	use	of	already	installed
equipment	in	favor	of	different	or	additional	equipment.	The	useful	life	of	any	equipment	that	would	be	retired	early	as	a	result	would	be	shortened,
causing	the	depreciation	on	such	equipment	to	be	accelerated,	and	our	results	of	operations	may	be	harmed.
There	is	no	guarantee	that	we	will	have	sufficient	cash	flow	from	our	business	to	pay	our	indebtedness	or	that	we	will	not	incur
additional	indebtedness.
As	of	December	31,	2023,	we	and	our	subsidiaries	had	outstanding	$4.68	billion	in	aggregate	principal	amount	of	indebtedness	(see	Note	11,	
Debt
,


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Debt
,
to	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K).	Our	consolidated	indebtedness	may	increase	our
vulnerability	to	any	generally	adverse	economic	and	industry	conditions.	We	and	our	subsidiaries	may,	subject	to	the	limitations	in	the	terms	of	our
existing	and	future	indebtedness,	incur	additional	debt,	secure	existing	or	future	debt	or	recapitalize	our	debt.
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Our	ability	to	make	scheduled	payments	of	the	principal	and	interest	on	our	indebtedness	when	due,	to	make	payments	upon	conversion	or
repurchase	demands	with	respect	to	our	convertible	senior	notes	or	to	refinance	our	indebtedness	as	we	may	need	or	desire,	depends	on	our	future
performance,	which	is	subject	to	economic,	financial,	competitive	and	other	factors	beyond	our	control.	Our	business	may	not	continue	to	generate	cash
flow	from	operations	in	the	future	sufficient	to	satisfy	our	obligations	under	our	existing	indebtedness	and	any	future	indebtedness	we	may	incur,	and	to
make	necessary	capital	expenditures.	If	we	are	unable	to	generate	such	cash	flow,	we	may	be	required	to	adopt	one	or	more	alternatives,	such	as
reducing	or	delaying	investments	or	capital	expenditures,	selling	assets,	refinancing	or	obtaining	additional	equity	capital	on	terms	that	may	be	onerous
or	highly	dilutive.	Our	ability	to	refinance	existing	or	future	indebtedness	will	depend	on	the	capital	markets	and	our	financial	condition	at	such	time.	In
addition,	our	ability	to	make	payments	may	be	limited	by	law,	by	regulatory	authority	or	by	agreements	governing	our	future	indebtedness.	We	may	not
be	able	to	engage	in	these	activities	on	desirable	terms	or	at	all,	which	may	result	in	a	default	on	our	existing	or	future	indebtedness	and	harm	our
financial	condition	and	operating	results.
We	are	exposed	to	fluctuations	in	currency	exchange	rates.
We	transact	business	globally	in	multiple	currencies	and	have	foreign	currency	risks	related	to	our	revenue,	costs	of	revenue,	operating	expenses


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and	localized	subsidiary	debt	denominated	in	currencies	other	than	the	U.S.	dollar.	To	the	extent	we	have	significant	revenues	denominated	in	such
foreign	currencies,	any	strengthening	of	the	U.S.	dollar	would	tend	to	reduce	our	revenues	as	measured	in	U.S.	dollars,	as	we	have	historically
experienced,	and	are	currently	experiencing.	In	addition,	a	portion	of	our	costs	and	expenses	have	been,	and	we	anticipate	will	continue	to	be,
denominated	in	foreign	currencies.	If	we	do	not	have	fully	offsetting	revenues	in	these	currencies	and	if	the	value	of	the	U.S.	dollar	depreciates
significantly	against	these	currencies,	our	costs	as	measured	in	U.S.	dollars	as	a	percent	of	our	revenues	will	correspondingly	increase	and	our	margins
will	suffer.	As	a	result,	our	operating	results	may	be	harmed.
We	may	not	be	able	to	adequately	protect	or	defend	ourselves	against	intellectual	property	infringement	claims,	which	may	be
time-consuming	and	expensive,	or	affect	the	freedom	to	operate	our	business.
Our	competitors	or	other	third	parties	may	hold	or	obtain	patents,	copyrights,	trademarks	or	other	proprietary	rights	that	could	prevent,	limit	or
interfere	with	our	ability	to	make,	use,	develop,	sell	or	market	our	products	and	services,	which	could	make	it	more	difficult	for	us	to	operate	our	business.
From	time	to	time,	the	holders	of	such	intellectual	property	rights	may	assert	their	rights	and	urge	us	to	take	licenses	and/or	may	bring	suits	alleging
infringement	or	misappropriation	of	such	rights,	which	could	result	in	substantial	costs,	negative	publicity	and	management	attention,	regardless	of	merit.


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In	addition,	the	effective	protection	for	our	brands,	technologies,	and	proprietary	information	may	be	limited	or	unavailable	in	certain	countries,
making	it	difficult	to	protect	our	intellectual	property	from	misappropriation	or	infringement.	Although	we	make	reasonable	efforts	to	maintain	the
confidentiality	of	our	proprietary	information,	we	cannot	guarantee	that	these	actions	will	deter	or	prevent	misappropriation	of	our	intellectual	property.
The	theft	or	unauthorized	use	or	publication	of	our	trade	secrets	and	confidential	information	could	affect	our	competitive	position.
While	we	endeavor	to	obtain	and	protect	the	intellectual	property	rights	that	we	expect	will	allow	us	to	retain	or	advance	our	strategic	initiatives	in
these	circumstances,	there	can	be	no	assurance	that	we	will	be	able	to	adequately	identify	and	protect	the	portions	of	intellectual	property	that	are
strategic	to	our	business,	or	mitigate	the	risk	of	potential	suits	or	other	legal	demands	by	third	parties.	Accordingly,	we	may	consider	the	entering	into
licensing	agreements	with	respect	to	such	rights,	although	no	assurance	can	be	given	that	such	licenses	can	be	obtained	on	acceptable	terms	or	that
litigation	will	not	occur,	and	such	licenses	and	associated	litigation	could	significantly	increase	our	operating	expenses.	Further,	if	we	are	determined	to
have	or	believe	there	is	a	high	likelihood	that	we	have	infringed	upon	a	third	party’s	intellectual	property	rights,	we	may	be	required	to	cease	making,
selling	or	incorporating	certain	components	or	intellectual	property	into	the	goods	and	services	we	offer,	to	pay	substantial	damages	and/or	license


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royalties,	to	redesign	our	products	and	services	and/or	to	establish	and	maintain	alternative	branding	for	our	products	and	services.	In	the	event	that	we
are	required	to	take	one	or	more	such	actions,	our	brand,	business,	financial	condition	and	operating	results	may	be	harmed.
Increased	scrutiny	and	changing	expectations	from	stakeholders	with	respect	to	the	Company’s	ESG	practices	may	result	in
additional	costs	or	risks.
Companies	across	many	industries	are	facing	increasing	scrutiny	related	to	their	environmental,	social	and	governance	(ESG)	practices.	Investor
advocacy	groups,	certain	institutional	investors,	investment	funds	and	other	influential	investors	are	also	increasingly	focused	on	ESG	practices	and	in
recent	years	have	placed	increasing	importance	on	the	non-financial	impacts	of	their	investments.	While	our	mission	is	to	accelerate	the	world’s	transition
to	sustainable	energy,	if	our	ESG	practices	do	not	meet	investor	or	other	industry	stakeholder	expectations,	which	continue	to	evolve,	we	may	incur
additional	costs	and	our	brand,	ability	to	attract	and	retain	qualified	employees	and	business	may	be	harmed.
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Our	operations	could	be	adversely	affected	by	events	outside	of	our	control,	such	as	natural	disasters,	wars	or	health	epidemics.
We	may	be	impacted	by	natural	disasters,	wars,	health	epidemics,	weather	conditions,	the	long-term	effects	of	climate	change,	power	outages	or
other	events	outside	of	our	control.	For	example,	our	Fremont	Factory	and	Gigafactory	Nevada	are	located	in	seismically	active	regions	in	Northern
California	and	Nevada,	and	our	Gigafactory	Shanghai	is	located	in	a	flood-prone	area.	Moreover,	the	area	in	which	our	Gigafactory	Texas	is	located
experienced	severe	winter	storms	in	the	first	quarter	of	2021	that	had	a	widespread	impact	on	utilities	and	transportation.	If	major	disasters	such	as
earthquakes,	floods	or	other	climate-related	events	occur,	or	our	information	system	or	communication	breaks	down	or	operates	improperly,	our
headquarters	and	production	facilities	may	be	seriously	damaged,	or	we	may	have	to	stop	or	delay	production	and	shipment	of	our	products.	In	addition,
the	global	COVID-19	pandemic	has	impacted	economic	markets,	manufacturing	operations,	supply	chains,	employment	and	consumer	behavior	in	nearly
every	geographic	region	and	industry	across	the	world,	and	we	have	been,	and	may	in	the	future	be,	adversely	affected	as	a	result.	Also,	the	broader
consequences	in	the	current	conflict	between	Russia	and	Ukraine,	which	may	include	further	embargoes,	regional	instability	and	geopolitical	shifts;
airspace	bans	relating	to	certain	routes,	or	strategic	decisions	to	alter	certain	routes;	and	potential	retaliatory	action	by	the	Russian	government	against


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companies,	and	the	extent	of	the	conflict	on	our	business	and	operating	results	cannot	be	predicted.	We	may	incur	expenses	or	delays	relating	to	such
events	outside	of	our	control,	which	could	have	a	material	adverse	impact	on	our	business,	operating	results	and	financial	condition.
Risks	Related	to	Government	Laws	and	Regulations
Demand	for	our	products	and	services	may	be	impacted	by	the	status	of	government	and	economic	incentives	supporting	the
development	and	adoption	of	such	products.
Government	and	economic	incentives	that	support	the	development	and	adoption	of	electric	vehicles	in	the	U.S.	and	abroad,	including	certain	tax
exemptions,	tax	credits	and	rebates,	may	be	reduced,	eliminated,	amended	or	exhausted	from	time	to	time.	For	example,	previously	available	incentives
favoring	electric	vehicles	in	certain	areas	have	expired	or	were	cancelled	or	temporarily	unavailable,	and	in	some	cases	were	not	eventually	replaced	or
reinstituted,	which	may	have	negatively	impacted	sales.	In	addition,	certain	government	and	economic	incentives	may	also	be	implemented	or	amended
to	provide	benefits	to	manufacturers	who	assemble	domestically,	have	local	suppliers	or	have	other	characteristics	that	may	not	apply	to	Tesla.	Such
developments	could	negatively	impact	demand	for	our	vehicles,	and	we	and	our	customers	may	have	to	adjust	to	them,	including	through	pricing
modifications.
In	addition,	certain	governmental	rebates,	tax	credits	and	other	financial	incentives	that	are	currently	available	with	respect	to	our	solar	and	energy
storage	product	businesses	allow	us	to	lower	our	costs	and	encourage	customers	to	buy	our	products	and	investors	to	invest	in	our	solar	financing	funds.


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However,	these	incentives	may	expire	when	the	allocated	funding	is	exhausted,	reduced	or	terminated	as	renewable	energy	adoption	rates	increase,
sometimes	without	warning.	Likewise,	in	jurisdictions	where	net	metering	is	currently	available,	our	customers	receive	bill	credits	from	utilities	for	energy
that	their	solar	energy	systems	generate	and	export	to	the	grid	in	excess	of	the	electric	load	they	use.	The	benefit	available	under	net	metering	has	been
or	has	been	proposed	to	be	reduced,	altered	or	eliminated	in	several	jurisdictions,	and	has	also	been	contested	and	may	continue	to	be	contested	before
the	Federal	Energy	Regulatory	Commission.	Any	reductions	or	terminations	of	such	incentives	may	harm	our	business,	prospects,	financial	condition	and
operating	results	by	making	our	products	less	competitive	for	customers,	increasing	our	cost	of	capital	and	adversely	impacting	our	ability	to	attract
investment	partners	and	to	form	new	financing	funds	for	our	solar	and	energy	storage	assets.
Finally,	we	and	our	fund	investors	claim	these	U.S.	federal	tax	credits	and	certain	state	incentives	in	amounts	based	on	independently	appraised	fair
market	values	of	our	solar	and	energy	storage	systems.	Some	governmental	authorities	have	audited	such	values	and	in	certain	cases	have	determined
that	these	values	should	be	lower,	and	they	may	do	so	again	in	the	future.	Such	determinations	may	result	in	adverse	tax	consequences	and/or	our
obligation	to	make	indemnification	or	other	payments	to	our	funds	or	fund	investors.
We	are	subject	to	evolving	laws	and	regulations	that	could	impose	substantial	costs,	legal	prohibitions	or	unfavorable	changes
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upon	our	operations	or	products.
As	we	grow	our	manufacturing	operations	in	additional	regions,	we	are	or	will	be	subject	to	complex	environmental,	manufacturing,	health	and
safety	laws	and	regulations	at	numerous	jurisdictional	levels	in	the	U.S.,	China,	Germany	and	other	locations	abroad,	including	laws	relating	to	the	use,
handling,	storage,	recycling,	disposal	and/or	human	exposure	to	hazardous	materials,	product	material	inputs	and	post-consumer	products	and	with
respect	to	constructing,	expanding	and	maintaining	our	facilities.	New,	or	changes	in,	environmental	and	climate	change	laws,	regulations	or	rules	could
also	lead	to	increased	costs	of	compliance,	including	remediations	of	any	discovered	issues,	and	changes	to	our	operations,	which	may	be	significant,	and
any	failures	to	comply	could	result	in	significant	expenses,	delays	or	fines.	In	addition,	as	we	have
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increased	our	employee	headcount	and	operations,	we	are	and	may	continue	to	be	subject	to	increased	scrutiny,	including	litigation	and	government
investigations,	that	we	will	need	to	defend	against.	If	we	are	unable	to	successfully	defend	ourselves	in	such	litigation	or	government	investigations,	it
may	harm	our	brand,	ability	to	attract	and	retain	qualified	employees,	business	and	financial	condition.	We	are	also	subject	to	laws	and	regulations
applicable	to	the	supply,	manufacture,	import,	sale,	service	and	performance	of	our	products	both	domestically	and	abroad.	For	example,	in	countries
outside	of	the	U.S.,	we	are	required	to	meet	standards	relating	to	vehicle	safety,	fuel	economy	and	emissions	that	are	often	materially	different	from
equivalent	requirements	in	the	U.S.,	thus	resulting	in	additional	investment	into	the	vehicles	and	systems	to	ensure	regulatory	compliance	in	all	countries.
This	process	may	include	official	review	and	certification	of	our	vehicles	by	foreign	regulatory	agencies	prior	to	market	entry,	as	well	as	compliance	with
foreign	reporting	and	recall	management	systems	requirements.
In	particular,	we	offer	in	our	vehicles	in	certain	markets	Autopilot	and	FSD	Capability	features	that	today	assist	drivers	with	certain	tedious	and
potentially	dangerous	aspects	of	road	travel,	but	which	currently	require	drivers	to	remain	fully	engaged	in	the	driving	operation.	We	are	continuing	to
develop	our	Autopilot	and	FSD	Capability	technology.	There	are	a	variety	of	international,	federal	and	state	regulations	that	may	apply	to,	and	may
adversely	affect,	the	design	and	performance,	sale,	marketing,	registration	and	operation	of	Autopilot	and	FSD	Capability,	and	future	capability,	including


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full	self-driving	vehicles	that	may	not	be	operated	by	a	human	driver.	This	includes	many	existing	vehicle	standards	that	were	not	originally	intended	to
apply	to	vehicles	that	may	not	be	operated	by	a	human	driver.	Such	regulations	continue	to	rapidly	change,	which	increases	the	likelihood	of	a	patchwork
of	complex	or	conflicting	regulations,	or	may	delay,	restrict	or	prohibit	the	availability	of	certain	functionalities	and	vehicle	designs,	which	could	adversely
affect	our	business.
Finally,	as	a	manufacturer,	installer	and	service	provider	with	respect	to	solar	generation	and	energy	storage	systems,	a	supplier	of	electricity
generated	and	stored	by	certain	of	the	solar	energy	and	energy	storage	systems	we	install	for	customers,	and	a	provider	of	grid	services	through	virtual
power	plant	models,	we	are	impacted	by	federal,	state	and	local	regulations	and	policies	concerning	the	import	or	export	of	components,	electricity
pricing,	the	interconnection	of	electricity	generation	and	storage	equipment	with	the	electrical	grid	and	the	sale	of	electricity	generated	by	third	party-
owned	systems.	If	regulations	and	policies	are	introduced	that	adversely	impact	the	import	or	export	of	components,	or	the	interconnection,	maintenance
or	use	of	our	solar	and	energy	storage	systems,	they	could	deter	potential	customers	from	purchasing	our	solar	and	energy	storage	products	and
services,	threaten	the	economics	of	our	existing	contracts	and	cause	us	to	cease	solar	and	energy	storage	system	sales	and	services	in	the	relevant
jurisdictions,	which	may	harm	our	business,	financial	condition	and	operating	results.
Any	failure	by	us	to	comply	with	a	variety	of	U.S.	and	international	privacy	and	consumer	protection	laws	may	harm	us.


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Any	failure	by	us	or	our	vendors	or	other	business	partners	to	comply	with	our	public	privacy	notice	or	with	federal,	state	or	international	privacy,
data	protection	or	security	laws	or	regulations	relating	to	the	processing,	collection,	use,	retention,	security	and	transfer	of	personally	identifiable
information	could	result	in	regulatory	or	litigation-related	actions	against	us,	legal	liability,	fines,	damages,	ongoing	audit	requirements	and	other
significant	costs.	Substantial	expenses	and	operational	changes	may	be	required	in	connection	with	maintaining	compliance	with	such	laws,	and	even	an
unsuccessful	challenge	by	customers	or	regulatory	authorities	of	our	activities	could	result	in	adverse	publicity	and	could	require	a	costly	response	from
and	defense	by	us.	In	addition,	certain	privacy	laws	are	still	subject	to	a	high	degree	of	uncertainty	as	to	their	interpretation,	application	and	impact,	and
may	require	extensive	system	and	operational	changes,	be	difficult	to	implement,	increase	our	operating	costs,	adversely	impact	the	cost	or
attractiveness	of	the	products	or	services	we	offer,	or	result	in	adverse	publicity	and	harm	our	reputation.	For	example,	the	General	Data	Protection
Regulation	applies	to	the	processing	of	personal	information	collected	from	individuals	located	in	the	European	Union	requiring	certain	data	protection
measures	when	handling,	with	a	significant	risk	of	fines	for	noncompliance.	Similarly,	our	North	American	operations	are	subject	to	complex	and	changing
federal	and	US	state-specific	data	privacy	laws	and	regulations,	such	as	the	California	Consumer	Privacy	Act	which	imposes	certain	legal	obligations	on
our	use	and	processing	of	personal	information	related	to	California	residents.	Finally,	additional	privacy	and	cybersecurity	laws	have	come	into	effect	in
China.


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China.
These	laws	continue	to	develop	and	may	be	inconsistent	from	jurisdiction	to	jurisdiction.	Complying	with	emerging	and	changing	requirements	may
cause	us	to	incur	substantial	costs	and	make	enhancements	to	relevant	data	practices.	Noncompliance	could	result	in	significant	penalties	or	legal
liability.
In	addition	to	the	risks	related	to	general	privacy	regulation,	we	may	also	be	subject	to	specific	vehicle	manufacturer	obligations	relating	to
cybersecurity,	data	privacy	and	data	localization	requirements	which	place	additional	risks	to	our	international	operations.	Risks	and	penalties	could
include	ongoing	audit	requirements,	data	protection
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Table	of	Contents
authority	investigations,	legal	proceedings	by	international	governmental	entities	or	others	resulting	in	mandated	disclosure	of	sensitive	data	or	other
commercially	unfavorable	terms.	Notwithstanding	our	efforts	to	protect	the	security	and	integrity	of	our	customers’	personal	information,	we	may	be
required	to	expend	significant	resources	to	comply	with	data	breach	requirements	if,	for	example,	third	parties	improperly	obtain	and	use	the	personal
information	of	our	customers	or	we	otherwise	experience	a	data	loss	with	respect	to	the	personal	information	we	process	and	handle.	A	major	breach	of
our	network	security	and	systems	may	occur	despite	defensive	measures,	and	may	result	in	fines,	penalties	and	damages	and	harm	our	brand,	prospects
and	operating	results.
We	could	be	subject	to	liability,	penalties	and	other	restrictive	sanctions	and	adverse	consequences	arising	out	of	certain
governmental	investigations	and	proceedings.
We	are	cooperating	with	certain	government	investigations	as	discussed	in	Note	15,	
Commitments	and	Contingencies
,	to	the	consolidated	financial
statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K.	To	our	knowledge,	no	government	agency	in	any	such	ongoing	investigation	has
concluded	that	any	wrongdoing	occurred.	However,	we	cannot	predict	the	outcome	or	impact	of	any	such	ongoing	matters,	and	there	exists	the	possibility
that	we	could	be	subject	to	liability,	penalties	and	other	restrictive	sanctions	and	adverse	consequences	if	the	SEC,	the	U.S.	Department	of	Justice	or	any
other	government	agency	were	to	pursue	legal	action	in	the	future.	Moreover,	we	expect	to	incur	costs	in	responding	to	related	requests	for	information


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and	subpoenas,	and	if	instituted,	in	defending	against	any	governmental	proceedings.
We	may	face	regulatory	challenges	to	or	limitations	on	our	ability	to	sell	vehicles	directly.
While	we	intend	to	continue	to	leverage	our	most	effective	sales	strategies,	including	sales	through	our	website,	we	may	not	be	able	to	sell	our
vehicles	through	our	own	stores	in	certain	states	in	the	U.S.	with	laws	that	may	be	interpreted	to	impose	limitations	on	this	direct-to-consumer	sales
model.	It	has	also	been	asserted	that	the	laws	in	some	states	limit	our	ability	to	obtain	dealer	licenses	from	state	motor	vehicle	regulators,	and	such
assertions	persist.	In	certain	locations,	decisions	by	regulators	permitting	us	to	sell	vehicles	have	been,	and	may	be,	challenged	by	dealer	associations
and	others	as	to	whether	such	decisions	comply	with	applicable	state	motor	vehicle	industry	laws.	We	have	prevailed	in	many	of	these	lawsuits	and	such
results	have	reinforced	our	continuing	belief	that	state	franchise	laws	were	not	intended	to	apply	to	a	manufacturer	that	does	not	have	franchise	dealers
anywhere	in	the	world.	In	some	states,	there	have	also	been	regulatory	and	legislative	efforts	by	dealer	associations	to	propose	laws	that,	if	enacted,
would	prevent	us	from	obtaining	dealer	licenses	in	their	states	given	our	current	sales	model.	A	few	states	have	passed	legislation	that	clarifies	our	ability
to	operate,	but	at	the	same	time	limits	the	number	of	dealer	licenses	we	can	obtain	or	stores	that	we	can	operate.	The	application	of	state	laws	applicable
to	our	operations	continues	to	be	difficult	to	predict.


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Internationally,	there	may	be	laws	in	jurisdictions	we	have	not	yet	entered	or	laws	we	are	unaware	of	in	jurisdictions	we	have	entered	that	may
restrict	our	sales	or	other	business	practices.	Even	for	those	jurisdictions	we	have	analyzed,	the	laws	in	this	area	can	be	complex,	difficult	to	interpret	and
may	change	over	time.	Continued	regulatory	limitations	and	other	obstacles	interfering	with	our	ability	to	sell	vehicles	directly	to	consumers	may	harm
our	financial	condition	and	operating	results.
Risks	Related	to	the	Ownership	of	Our	Common	Stock
The	trading	price	of	our	common	stock	is	likely	to	continue	to	be	volatile.
The	trading	price	of	our	common	stock	has	been	highly	volatile	and	could	continue	to	be	subject	to	wide	fluctuations	in	response	to	various	factors,
some	of	which	are	beyond	our	control.	Our	common	stock	has	experienced	over	the	last	52	weeks	an	intra-day	trading	high	of	$299.29	per	share	and	a
low	of	$152.37	per	share.	The	stock	market	in	general,	and	the	market	for	technology	companies	in	particular,	has	experienced	extreme	price	and	volume
fluctuations	that	have	often	been	unrelated	or	disproportionate	to	the	operating	performance	of	those	companies.	In	particular,	a	large	proportion	of	our
common	stock	has	been	historically	and	may	in	the	future	be	traded	by	short	sellers	which	may	put	pressure	on	the	supply	and	demand	for	our	common
stock,	further	influencing	volatility	in	its	market	price.	Public	perception	of	our	company	or	management	and	other	factors	outside	of	our	control	may
additionally	impact	the	stock	price	of	companies	like	us	that	garner	a	disproportionate	degree	of	public	attention,	regardless	of	actual	operating


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performance.	In	addition,	in	the	past,	following	periods	of	volatility	in	the	overall	market	or	the	market	price	of	our	shares,	securities	class	action	litigation
has	been	filed	against	us.	While	we	defend	such	actions	vigorously,	any	judgment	against	us	or	any	future	stockholder	litigation	could	result	in	substantial
costs	and	a	diversion	of	our	management’s	attention	and	resources.
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Our	financial	results	may	vary	significantly	from	period	to	period	due	to	fluctuations	in	our	operating	costs	and	other	factors.
We	expect	our	period-to-period	financial	results	to	vary	based	on	our	operating	costs,	which	we	anticipate	will	fluctuate	as	the	pace	at	which	we
continue	to	design,	develop	and	manufacture	new	products	and	increase	production	capacity	by	expanding	our	current	manufacturing	facilities	and
adding	future	facilities,	may	not	be	consistent	or	linear	between	periods.	Additionally,	our	revenues	from	period	to	period	may	fluctuate	as	we	introduce
existing	products	to	new	markets	for	the	first	time	and	as	we	develop	and	introduce	new	products.	As	a	result	of	these	factors,	we	believe	that	quarter-to-
quarter	comparisons	of	our	financial	results,	especially	in	the	short	term,	are	not	necessarily	meaningful	and	that	these	comparisons	cannot	be	relied
upon	as	indicators	of	future	performance.	Moreover,	our	financial	results	may	not	meet	expectations	of	equity	research	analysts,	ratings	agencies	or
investors,	who	may	be	focused	only	on	short-term	quarterly	financial	results.	If	any	of	this	occurs,	the	trading	price	of	our	stock	could	fall	substantially,
either	suddenly	or	over	time.
We	may	fail	to	meet	our	publicly	announced	guidance	or	other	expectations	about	our	business,	which	could	cause	our	stock	price
to	decline.
We	provide	from	time	to	time	guidance	regarding	our	expected	financial	and	business	performance.	Correctly	identifying	key	factors	affecting
business	conditions	and	predicting	future	events	is	inherently	an	uncertain	process,	and	our	guidance	may	not	ultimately	be	accurate	and	has	in	the	past


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been	inaccurate	in	certain	respects,	such	as	the	timing	of	new	product	manufacturing	ramps.	Our	guidance	is	based	on	certain	assumptions	such	as	those
relating	to	anticipated	production	and	sales	volumes	(which	generally	are	not	linear	throughout	a	given	period),	average	sales	prices,	supplier	and
commodity	costs	and	planned	cost	reductions.	If	our	guidance	varies	from	actual	results,	such	as	due	to	our	assumptions	not	being	met	or	the	impact	on
our	financial	performance	that	could	occur	as	a	result	of	various	risks	and	uncertainties,	the	market	value	of	our	common	stock	could	decline	significantly.
If	Elon	Musk	were	forced	to	sell	shares	of	our	common	stock,	either	that	he	has	pledged	to	secure	certain	personal	loan	obligations,
or	in	satisfaction	of	other	obligations,	such	sales	could	cause	our	stock	price	to	decline.
Certain	banking	institutions	have	made	extensions	of	credit	to	Elon	Musk,	our	Chief	Executive	Officer,	a	portion	of	which	was	used	to	purchase
shares	of	common	stock	in	certain	of	our	public	offerings	and	private	placements	at	the	same	prices	offered	to	third-party	participants	in	such	offerings
and	placements.	We	are	not	a	party	to	these	loans,	which	are	partially	secured	by	pledges	of	a	portion	of	the	Tesla	common	stock	currently	owned	by	Mr.
Musk.	If	the	price	of	our	common	stock	were	to	decline	substantially,	Mr.	Musk	may	be	forced	by	one	or	more	of	the	banking	institutions	to	sell	shares	of
Tesla	common	stock	to	satisfy	his	loan	obligations	if	he	could	not	do	so	through	other	means.	Any	such	sales	could	cause	the	price	of	our	common	stock


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to	decline	further.	Further,	Mr.	Musk	from	time	to	time	may	commit	to	investing	in	significant	business	or	other	ventures,	and	as	a	result,	be	required	to
sell	shares	of	our	common	stock	in	satisfaction	of	such	commitments.
Anti-takeover	provisions	contained	in	our	governing	documents,	applicable	laws	and	our	convertible	senior	notes	could	impair	a
takeover	attempt.
Our	certificate	of	incorporation	and	bylaws	afford	certain	rights	and	powers	to	our	board	of	directors	that	may	facilitate	the	delay	or	prevention	of	an
acquisition	that	it	deems	undesirable.	We	are	also	subject	to	Section	203	of	the	Delaware	General	Corporation	Law	and	other	provisions	of	Delaware	law
that	limit	the	ability	of	stockholders	in	certain	situations	to	effect	certain	business	combinations.	In	addition,	the	terms	of	our	convertible	senior	notes	may
require	us	to	repurchase	such	notes	in	the	event	of	a	fundamental	change,	including	a	takeover	of	our	company.	Any	of	the	foregoing	provisions	and
terms	that	has	the	effect	of	delaying	or	deterring	a	change	in	control	could	limit	the	opportunity	for	our	stockholders	to	receive	a	premium	for	their	shares
of	our	common	stock,	and	could	also	affect	the	price	that	some	investors	are	willing	to	pay	for	our	common	stock.
ITEM	1B.	UNRESOLVED	STAFF	COMMENTS
None.
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ITEM	1C.	CYBERSECURITY
Cybersecurity	Risk	Management	and	Strategy
We	recognize	the	importance	of	assessing,	identifying,	and	managing	material	risks	associated	with	cybersecurity	threats,	as	such	term	is	defined	in
Item	106(a)	of	Regulation	S-K.	These	risks	include,	among	other	things:	operational	risks,	intellectual	property	theft,	fraud,	extortion,	harm	to	employees
or	customers	and	violation	of	data	privacy	or	security	laws.
Identifying	and	assessing	cybersecurity	risk	is	integrated	into	our	overall	risk	management	systems	and	processes.	Cybersecurity	risks	related	to	our
business,	technical	operations,	privacy	and	compliance	issues	are	identified	and	addressed	through	a	multi-faceted	approach	including	third	party
assessments,	internal	IT	Audit,	IT	security,	governance,	risk	and	compliance	reviews.	To	defend,	detect	and	respond	to	cybersecurity	incidents,	we,
among	other	things:	conduct	proactive	privacy	and	cybersecurity	reviews	of	systems	and	applications,	audit	applicable	data	policies,	perform	penetration
testing	using	external	third-party	tools	and	techniques	to	test	security	controls,	operate	a	bug	bounty	program	to	encourage	proactive	vulnerability
reporting,	conduct	employee	training,	monitor	emerging	laws	and	regulations	related	to	data	protection	and	information	security	(including	our	consumer
products)	and	implement	appropriate	changes.
We	have	implemented	incident	response	and	breach	management	processes	which	have	four	overarching	and	interconnected	stages:	1)
preparation	for	a	cybersecurity	incident,	2)	detection	and	analysis	of	a	security	incident,	3)	containment,	eradication	and	recovery,	and	4)	post-incident


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analysis.	Such	incident	responses	are	overseen	by	leaders	from	our	Information	Security,	Product	Security,	Compliance	and	Legal	teams	regarding
matters	of	cybersecurity.
Security	events	and	data	incidents	are	evaluated,	ranked	by	severity	and	prioritized	for	response	and	remediation.	Incidents	are	evaluated	to
determine	materiality	as	well	as	operational	and	business	impact,	and	reviewed	for	privacy	impact.
We	also	conduct	tabletop	exercises	to	simulate	responses	to	cybersecurity	incidents.	Our	team	of	cybersecurity	professionals	then	collaborate	with
technical	and	business	stakeholders	across	our	business	units	to	further	analyze	the	risk	to	the	company,	and	form	detection,	mitigation	and	remediation
strategies.
As	part	of	the	above	processes,	we	regularly	engage	external	auditors	and	consultants	to	assess	our	internal	cybersecurity	programs	and
compliance	with	applicable	practices	and	standards.	As	of	2023,	our	Information	Security	Management	System	has	been	certified	to	conform	to	the
requirements	of	ISO/IEC	27001:2013.
Our	risk	management	program	also	assesses	third	party	risks,	and	we	perform	third-party	risk	management	to	identify	and	mitigate	risks	from	third
parties	such	as	vendors,	suppliers,	and	other	business	partners	associated	with	our	use	of	third-party	service	providers.	Cybersecurity	risks	are	evaluated
when	determining	the	selection	and	oversight	of	applicable	third-party	service	providers	and	potential	fourth-party	risks	when	handling	and/or	processing
our	employee,	business	or	customer	data.	In	addition	to	new	vendor	onboarding,	we	perform	risk	management	during	third-party	cybersecurity
compromise	incidents	to	identify	and	mitigate	risks	to	us	from	third-party	incidents.


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We	describe	whether	and	how	risks	from	identified	cybersecurity	threats,	including	as	a	result	of	any	previous	cybersecurity	incidents,	have
materially	affected	or	are	reasonably	likely	to	materially	affect	us,	including	our	business	strategy,	results	of	operations,	or	financial	condition,	under	the
heading	“Our	information	technology	systems	or	data,	or	those	of	our	service	providers	or	customers	or	users	could	be	subject	to	cyber-attacks	or	other
security	incidents,	which	could	result	in	data	breaches,	intellectual	property	theft,	claims,	litigation,	regulatory	investigations,	significant	liability,
reputational	damage	and	other	adverse	consequences”	included	as	part	of	our	risk	factor	disclosures	at	Item	1A	of	this	Annual	Report	on	Form	10-K.
Cybersecurity	Governance
Cybersecurity	is	an	important	part	of	our	risk	management	processes	and	an	area	of	focus	for	our	Board	and	management.	Our	Audit	Committee	is
responsible	for	the	oversight	of	risks	from	cybersecurity	threats.	Members	of	the	Audit	Committee	receive	updates	on	a	quarterly	basis	from	senior
management,	including	leaders	from	our	Information	Security,	Product	Security,	Compliance	and	Legal	teams	regarding	matters	of	cybersecurity.	This
includes	existing	and	new	cybersecurity	risks,	status	on	how	management	is	addressing	and/or	mitigating	those	risks,	cybersecurity	and	data	privacy
incidents	(if	any)	and	status	on	key	information	security	initiatives.	Our	Board	members	also	engage	in	ad	hoc	conversations	with	management	on
cybersecurity-related	news	events	and	discuss	any	updates	to	our	cybersecurity	risk	management	and	strategy	programs.
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Our	cybersecurity	risk	management	and	strategy	processes	are	overseen	by	leaders	from	our	Information	Security,	Product	Security,	Compliance
and	Legal	teams.	Such	individuals	have	an	average	of	over	15	years	of	prior	work	experience	in	various	roles	involving	information	technology,	including
security,	auditing,	compliance,	systems	and	programming.	These	individuals	are	informed	about,	and	monitor	the	prevention,	mitigation,	detection	and
remediation	of	cybersecurity	incidents	through	their	management	of,	and	participation	in,	the	cybersecurity	risk	management	and	strategy	processes
described	above,	including	the	operation	of	our	incident	response	plan,	and	report	to	the	Audit	Committee	on	any	appropriate	items.
ITEM	2.	PROPERTIES
We	are	headquartered	in	Austin,	Texas.	Our	principal	facilities	include	a	large	number	of	properties	in	North	America,	Europe	and	Asia	utilized	for
manufacturing	and	assembly,	warehousing,	engineering,	retail	and	service	locations,	Supercharger	sites	and	administrative	and	sales	offices.	Our	facilities
are	used	to	support	both	of	our	reporting	segments,	and	are	suitable	and	adequate	for	the	conduct	of	our	business.	We	generally	lease	such	facilities	with
the	primary	exception	of	some	manufacturing	facilities.	The	following	table	sets	forth	the	location	of	our	primary	owned	and	leased	manufacturing
facilities.
Primary	Manufacturing	Facilities
Location
Owned	or	Leased
Gigafactory	Texas
Austin,	Texas
Owned
Fremont	Factory
Fremont,	California
Owned
Gigafactory	Nevada
Sparks,	Nevada
Owned
Gigafactory	Berlin-Brandenburg
Grunheide,	Germany
Owned
Gigafactory	Shanghai
Shanghai,	China
*
Gigafactory	New	York
Buffalo,	New	York
Leased
Megafactory


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Buffalo,	New	York
Leased
Megafactory
Lathrop,	California
Leased
*
We	own	the	building	and	the	land	use	rights	with	an	initial	term	of	50	years.	The	land	use	rights	are	treated	as	operating	lease	right-of-use	assets.
ITEM	3.	LEGAL	PROCEEDINGS
For	a	description	of	our	material	pending	legal	proceedings,	please	see	Note	15,	
Commitments	and	Contingencies
,	to	the	consolidated	financial
statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K.
In	addition,	each	of	the	matters	below	is	being	disclosed	pursuant	to	Item	103	of	Regulation	S-K	because	it	relates	to	environmental	regulations	and
aggregate	civil	penalties	that	we	currently	believe	could	potentially	exceed	$1	million.	We	believe	that	any	proceeding	that	is	material	to	our	business	or
financial	condition	is	likely	to	have	potential	penalties	far	in	excess	of	such	amount.
District	attorneys	in	certain	California	counties	conducted	an	investigation	into	Tesla’s	waste	segregation	practices	pursuant	to	Cal.	Health	&	Saf.
Code	§	25100	et	seq.	and	Cal.	Civil	Code	§	1798.80.	Tesla	has	implemented	various	remedial	measures,	including	conducting	training	and	audits,	and
enhancements	to	its	site	waste	management	programs,	and	settlement	discussions	are	ongoing.	While	the	outcome	of	this	matter	cannot	be	determined
at	this	time,	it	is	not	currently	expected	to	have	a	material	adverse	impact	on	our	business.
ITEM	4.	MINE	SAFETY	DISCLOSURES
Not	applicable.
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PART	II
ITEM	5.	MARKET	FOR	REGISTRANT’S	COMMON	EQUITY,	RELATED	STOCKHOLDER	MATTERS	AND	ISSUER	PURCHASES	OF	EQUITY
SECURITIES
Market	Information
Our	common	stock	has	traded	on	The	NASDAQ	Global	Select	Market	under	the	symbol	“TSLA”	since	it	began	trading	on	June	29,	2010.	Our	initial
public	offering	was	priced	at	approximately	$1.13	per	share	on	June	28,	2010	as	adjusted	to	give	effect	to	the	three-for-one	stock	split	effected	in	the
form	of	a	stock	dividend	in	August	2022	(the	“2022	Stock	Split”)	and	the	five-for-one	stock	split	effected	in	the	form	of	a	stock	dividend	in	August	2020
(the	“2020	Stock	Split”).
Holders
As	of	January	22,	2024,	there	were	9,300	holders	of	record	of	our	common	stock.	A	substantially	greater	number	of	holders	of	our	common	stock	are
“street	name”	or	beneficial	holders,	whose	shares	are	held	by	banks,	brokers	and	other	financial	institutions.
Dividend	Policy
We	have	never	declared	or	paid	cash	dividends	on	our	common	stock.	We	currently	do	not	anticipate	paying	any	cash	dividends	in	the	foreseeable
future.	Any	future	determination	to	declare	cash	dividends	will	be	made	at	the	discretion	of	our	board	of	directors,	subject	to	applicable	laws,	and	will
depend	on	our	financial	condition,	results	of	operations,	capital	requirements,	general	business	conditions	and	other	factors	that	our	board	of	directors
may	deem	relevant.
Stock	Performance	Graph
This	performance	graph	shall	not	be	deemed	“filed”	for	purposes	of	Section	18	of	the	Securities	Exchange	Act	of	1934,	as	amended	(the	“Exchange


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Act”),	or	incorporated	by	reference	into	any	filing	of	Tesla,	Inc.	under	the	Securities	Act	of	1933,	as	amended	(the	“Securities	Act”),	or	the	Exchange	Act,
except	as	shall	be	expressly	set	forth	by	specific	reference	in	such	filing.
The	following	graph	shows	a	comparison,	from	January	1,	2019	through	December	31,	2023,	of	the	cumulative	total	return	on	our	common	stock,
The	NASDAQ	Composite	Index	and	a	group	of	all	public	companies	sharing	the	same	SIC	code	as	us,	which	is	SIC	code	3711,	“Motor	Vehicles	and
Passenger	Car	Bodies”	(Motor	Vehicles	and	Passenger	Car	Bodies	Public	Company	Group).	Such	returns	are	based	on	historical	results	and	are	not
intended	to	suggest	future	performance.	Data	for	The	NASDAQ	Composite	Index	and	the	Motor	Vehicles	and	Passenger	Car	Bodies	Public	Company	Group
assumes	an	investment	of	$100	on	January	1,	2019	and	reinvestment	of	dividends.	We	have	never	declared	or	paid	cash	dividends	on	our	common	stock
nor	do	we	anticipate	paying	any	such	cash	dividends	in	the	foreseeable	future.
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Unregistered	Sales	of	Equity	Securities	and	Use	of	Proceeds
None.
Purchases	of	Equity	Securities	by	the	Issuer	and	Affiliated	Purchasers
None.
ITEM	6.	[RESERVED]
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ITEM	7.	MANAGEMENT’S	DISCUSSION	AND	ANALYSIS	OF	FINANCIAL	CONDITION	AND	RESULTS	OF	OPERATIONS
The	following	discussion	and	analysis	should	be	read	in	conjunction	with	the	consolidated	financial	statements	and	the	related	notes	included
elsewhere	in	this	Annual	Report	on	Form	10-K.	For	further	discussion	of	our	products	and	services,	technology	and	competitive	strengths,	refer	to	Item	1-
Business.	For	discussion	related	to	changes	in	financial	condition	and	the	results	of	operations	for	fiscal	year	2022-related	items,	refer	to	Part	II,	Item	7.
Management’s	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	in	our	Annual	Report	on	Form	10-K	for	fiscal	year	2022,	which	was
filed	with	the	Securities	and	Exchange	Commission	on	January	31,	2023.
Overview	and	2023	Highlights
Our	mission	is	to	accelerate	the	world’s	transition	to	sustainable	energy.	We	design,	develop,	manufacture,	lease	and	sell	high-performance	fully
electric	vehicles,	solar	energy	generation	systems	and	energy	storage	products.	We	also	offer	maintenance,	installation,	operation,	charging,	insurance,
financial	and	other	services	related	to	our	products.	Additionally,	we	are	increasingly	focused	on	products	and	services	based	on	artificial	intelligence,
robotics	and	automation.
In	2023,	we	produced	1,845,985	consumer	vehicles	and	delivered	1,808,581	consumer	vehicles.	We	are	currently	focused	on	increasing	vehicle
production,	capacity	and	delivery	capabilities,	reducing	costs,	improving	and	developing	our	vehicles	and	battery	technologies,	vertically	integrating	and


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localizing	our	supply	chain,	improving	and	further	deploying	our	FSD	capabilities,	increasing	the	affordability	and	efficiency	of	our	vehicles,	bringing	new
products	to	market	and	expanding	our	global	infrastructure,	including	our	service	and	charging	infrastructure.
In	2023,	we	deployed	14.72	GWh	of	energy	storage	products	and	223	megawatts	of	solar	energy	systems.	We	are	currently	focused	on	ramping
production	of	energy	storage	products,	improving	our	Solar	Roof	installation	capability	and	efficiency,	and	increasing	market	share	of	retrofit	solar	energy
systems.
In	2023,	we	recognized	total	revenues	of	$96.77	billion,	representing	an	increase	of	$15.31	billion,	compared	to	the	prior	year.	We	continue	to	ramp
production,	build	new	manufacturing	capacity	and	expand	our	operations	to	enable	increased	deliveries	and	deployments	of	our	products,	and	invest	in
research	and	development	to	accelerate	our	AI,	software	and	fleet-based	profits	for	further	revenue	growth.
In	2023,	our	net	income	attributable	to	common	stockholders	was	$15.00	billion,	representing	a	favorable	change	of	$2.44	billion,	compared	to	the
prior	year.	This	included	a	one-time	non-cash	tax	benefit	of	$5.93	billion	for	the	release	of	valuation	allowance	on	certain	deferred	tax	assets.	We	continue
to	focus	on	further	cost	reductions	and	operational	efficiencies	while	maximizing	delivery	volumes.
We	ended	2023	with	$29.09	billion	in	cash	and	cash	equivalents	and	investments,	representing	an	increase	of	$6.91	billion	from	the	end	of	2022.


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Our	cash	flows	provided	by	operating	activities	in	2023	and	2022	were	$13.26	billion	and	$14.72	billion,	respectively,	representing	a	decrease	of	$1.47
billion.	Capital	expenditures	amounted	to	$8.90	billion	in	2023,	compared	to	$7.16	billion	in	2022,	representing	an	increase	of	$1.74	billion.	Sustained
growth	has	allowed	our	business	to	generally	fund	itself,	and	we	will	continue	investing	in	a	number	of	capital-intensive	projects	and	research	and
development	in	upcoming	periods.
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Management	Opportunities,	Challenges	and	Uncertainties	and	2024	Outlook
Automotive—Production
The	following	is	a	summary	of	the	status	of	production	of	each	of	our	announced	vehicle	models	in	production	and	under	development,	as	of	the
date	of	this	Annual	Report	on	Form	10-K:
Production	Location
Vehicle	Model(s)
Production	Status
Fremont	Factory
Model	S	/	Model	X
Active
	
Model	3	/	Model	Y
Active
Gigafactory	Shanghai
Model	3	/	Model	Y
Active
Gigafactory	Berlin-Brandenburg
Model	Y
Active
Gigafactory	Texas
Model	Y
Active
	
Cybertruck
Active
Gigafactory	Nevada
Tesla	Semi
Pilot	production
Various
Next	Generation	Platform
In	development
TBD
Tesla	Roadster
In	development
We	are	focused	on	growing	our	manufacturing	capacity,	which	includes	capacity	for	manufacturing	new	vehicle	models	such	as	our	Cybertruck	and
next	generation	platform,	and	ramping	all	of	our	production	vehicles	to	their	installed	production	capacities	as	well	as	increasing	production	rate	and
efficiency	at	our	current	factories.	The	next	phase	of	production	growth	will	depend	on	the	continued	ramp	at	our	factories	and	the	introduction	of	our
next	generation	platform,	as	well	as	our	ability	to	add	to	our	available	sources	of	battery	cell	supply	by	manufacturing	our	own	cells	that	we	are
developing	to	have	high-volume	output,	lower	capital	and	production	costs	and	longer	range.	Our	goals	are	to	improve	vehicle	performance,	decrease
production	costs	and	increase	affordability	and	customer	awareness.
These	plans	are	subject	to	uncertainties	inherent	in	establishing	and	ramping	manufacturing	operations,	which	may	be	exacerbated	by	new	product


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and	manufacturing	technologies	we	introduce,	the	number	of	concurrent	international	projects,	any	industry-wide	component	constraints,	labor	shortages
and	any	future	impact	from	events	outside	of	our	control.	For	example,	during	the	third	quarter	of	2023,	we	experienced	a	sequential	decline	in
production	volumes	due	to	pre-planned	shutdowns	for	upgrades	at	various	factories.	Moreover,	we	have	set	ambitious	technological	targets	with	our
plans	for	battery	cells	as	well	as	for	iterative	manufacturing	and	design	improvements	for	our	vehicles	with	each	new	factory.
Automotive—Demand,	Sales,	Deliveries	and	Infrastructure
Our	cost	reduction	efforts,	cost	innovation	strategies,	and	additional	localized	procurement	and	manufacturing	are	key	to	our	vehicles’	affordability
and	have	allowed	us	to	competitively	price	our	vehicles.	We	will	also	continue	to	generate	demand	and	brand	awareness	by	improving	our	vehicles’
performance	and	functionality,	including	through	products	based	on	artificial	intelligence	such	as	Autopilot,	FSD	Capability,	and	other	software	features
and	delivering	new	vehicles,	such	as	our	Cybertruck.	Moreover,	we	expect	to	continue	to	benefit	from	ongoing	electrification	of	the	automotive	sector	and
increasing	environmental	regulations	and	initiatives.
However,	we	operate	in	a	cyclical	industry	that	is	sensitive	to	political	and	regulatory	uncertainty,	including	with	respect	to	trade	and	the
environment,	all	of	which	can	be	compounded	by	inflationary	pressures,	rising	energy	prices,	interest	rate	fluctuations	and	the	liquidity	of	enterprise
customers.	For	example,	inflationary	pressures	have	increased	across	the	markets	in	which	we	operate.	In	an	effort	to	curb	this	trend,	central	banks	in


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developed	countries	raised	interest	rates	rapidly	and	substantially,	impacting	the	affordability	of	vehicle	lease	and	finance	arrangements.	Further,	sales	of
vehicles	in	the	automotive	industry	also	tend	to	be	cyclical	in	many	markets,	which	may	expose	us	to	increased	volatility	as	we	expand	and	adjust	our
operations.	Moreover,	as	additional	competitors	enter	the	marketplace	and	help	bring	the	world	closer	to	sustainable	transportation,	we	will	have	to
adjust	and	continue	to	execute	well	to	maintain	our	momentum.	Additionally,	our	suppliers’	liquidity	and	allocation	plans	may	be	affected	by	current
challenges	in	the	North	American	automotive	industry,	which	could	reduce	our	access	to	components	or	result	in	unfavorable	changes	to	cost.	These
macroeconomic	and	industry	trends	have	had,	and	will	likely	continue	to	have,	an	impact	on	the	pricing	of,	and	order	rate	for	our	vehicles,	and	in	turn	our
operating	margin.	Changes	in	government	and	economic	incentives	in	relation	to	electric	vehicles	may	also	impact	our	sales.	We	will	continue	to	adjust
accordingly	to	such	developments,	and	we	believe	our	ongoing	cost	reduction,	including	improved	production	innovation	and	efficiency	at	our	newest
factories	and	lower	logistics	costs,	and	focus	on	operating	leverage	will	continue	to	benefit	us	in	relation	to	our	competitors,	while	our	new	products	will
help	enable	future	growth.
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As	our	production	increases,	we	must	work	constantly	to	similarly	increase	vehicle	delivery	capability	so	that	it	does	not	become	a	bottleneck	on	our
total	deliveries.	We	are	also	committed	to	reducing	the	percentage	of	vehicles	delivered	in	the	third	month	of	each	quarter,	which	will	help	to	reduce	the
cost	per	vehicle.	As	we	expand	our	manufacturing	operations	globally,	we	will	also	have	to	continue	to	increase	and	staff	our	delivery,	servicing	and
charging	infrastructure	accordingly,	maintain	our	vehicle	reliability	and	optimize	our	Supercharger	locations	to	ensure	cost	effectiveness	and	customer
satisfaction.	In	particular,	as	other	automotive	manufacturers	have	announced	their	adoption	of	the	North	American	Charging	Standard	(“NACS”)	and
agreements	with	us	to	utilize	our	Superchargers,	we	must	correspondingly	expand	our	network	in	order	to	ensure	adequate	availability	to	meet	customer
demands.	We	also	remain	focused	on	continued	enhancements	of	the	capability	and	efficiency	of	our	servicing	operations.
Energy	Generation	and	Storage	Demand,	Production	and	Deployment
The	long-term	success	of	this	business	is	dependent	upon	increasing	margins	through	greater	volumes.	We	continue	to	increase	the	production	of
our	energy	storage	products	to	meet	high	levels	of	demand,	including	the	construction	of	a	new	Megafactory	in	Shanghai	and	the	ongoing	ramp	at	our
Megafactory	in	Lathrop,	California.	For	Megapack,	energy	storage	deployments	can	vary	meaningfully	quarter	to	quarter	depending	on	the	timing	of
specific	project	milestones.	We	remain	committed	to	growing	our	retrofit	solar	energy	business	by	offering	a	low-cost	and	simplified	online	ordering


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experience.	In	addition,	we	continue	to	seek	to	improve	our	installation	capabilities	and	price	efficiencies	for	Solar	Roof.	As	these	product	lines	grow,	we
will	have	to	maintain	adequate	battery	cell	supply	for	our	energy	storage	products	and	ensure	the	availability	of	qualified	personnel,	particularly	skilled
electricians,	to	support	the	ramp	of	Solar	Roof.
Cash	Flow	and	Capital	Expenditure	Trends
Our	capital	expenditures	are	typically	difficult	to	project	beyond	the	short-term	given	the	number	and	breadth	of	our	core	projects	at	any	given	time,
and	may	further	be	impacted	by	uncertainties	in	future	global	market	conditions.	We	are	simultaneously	ramping	new	products,	building	or	ramping
manufacturing	facilities	on	three	continents,	piloting	the	development	and	manufacture	of	new	battery	cell	technologies,	expanding	our	Supercharger
network	and	investing	in	autonomy	and	other	artificial	intelligence	enabled	training	and	products,	and	the	pace	of	our	capital	spend	may	vary	depending
on	overall	priority	among	projects,	the	pace	at	which	we	meet	milestones,	production	adjustments	to	and	among	our	various	products,	increased	capital
efficiencies	and	the	addition	of	new	projects.	Owing	and	subject	to	the	foregoing	as	well	as	the	pipeline	of	announced	projects	under	development,	all
other	continuing	infrastructure	growth	and	varying	levels	of	inflation,	we	currently	expect	our	capital	expenditures	to	exceed	$10.00	billion	in	2024	and	be
between	$8.00	to	$10.00	billion	in	each	of	the	following	two	fiscal	years.
Our	business	has	been	consistently	generating	cash	flow	from	operations	in	excess	of	our	level	of	capital	spend,	and	with	better	working	capital


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management	resulting	in	shorter	days	sales	outstanding	than	days	payable	outstanding,	our	sales	growth	is	also	generally	facilitating	positive	cash
generation.	We	have	and	will	continue	to	utilize	such	cash	flows,	among	other	things,	to	do	more	vertical	integration,	expand	our	product	roadmap	and
provide	financing	options	to	our	customers.	At	the	same	time,	we	are	likely	to	see	heightened	levels	of	capital	expenditures	during	certain	periods
depending	on	the	specific	pace	of	our	capital-intensive	projects	and	other	potential	variables	such	as	rising	material	prices	and	increases	in	supply	chain
and	labor	expenses	resulting	from	changes	in	global	trade	conditions	and	labor	availability.	Overall,	we	expect	our	ability	to	be	self-funding	to	continue	as
long	as	macroeconomic	factors	support	current	trends	in	our	sales.
Critical	Accounting	Policies	and	Estimates
The	consolidated	financial	statements	are	prepared	in	accordance	with	accounting	principles	generally	accepted	in	the	U.S.	(“GAAP”).	The
preparation	of	the	consolidated	financial	statements	requires	us	to	make	estimates	and	assumptions	that	affect	the	reported	amounts	of	assets,	liabilities,
revenues,	costs	and	expenses	and	related	disclosures.	We	base	our	estimates	on	historical	experience,	as	appropriate,	and	on	various	other	assumptions
that	we	believe	to	be	reasonable	under	the	circumstances.	Changes	in	the	accounting	estimates	are	reasonably	likely	to	occur	from	period	to	period.
Accordingly,	actual	results	could	differ	significantly	from	the	estimates	made	by	our	management.	We	evaluate	our	estimates	and	assumptions	on	an


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ongoing	basis.	To	the	extent	that	there	are	material	differences	between	these	estimates	and	actual	results,	our	future	financial	statement	presentation,
financial	condition,	results	of	operations	and	cash	flows	may	be	affected.
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The	estimates	used	for,	but	not	limited	to,	determining	significant	economic	incentive	for	resale	value	guarantee	arrangements,	sales	return
reserves,	the	collectability	of	accounts	and	financing	receivables,	inventory	valuation,	warranties,	fair	value	of	long-lived	assets,	goodwill,	fair	value	of
financial	instruments,	fair	value	and	residual	value	of	operating	lease	vehicles	and	solar	energy	systems	subject	to	leases	could	be	impacted.	We	have
assessed	the	impact	and	are	not	aware	of	any	specific	events	or	circumstances	that	required	an	update	to	our	estimates	and	assumptions	or	materially
affected	the	carrying	value	of	our	assets	or	liabilities	as	of	the	date	of	issuance	of	this	Annual	Report	on	Form	10-K.	These	estimates	may	change	as	new
events	occur	and	additional	information	is	obtained.	Actual	results	could	differ	materially	from	these	estimates	under	different	assumptions	or	conditions.
Revenue	Recognition
Automotive	Sales
Automotive	sales	revenue	includes	revenues	related	to	cash	and	financing	deliveries	of	new	vehicles,	and	specific	other	features	and	services	that
meet	the	definition	of	a	performance	obligation	under	Accounting	Standards	Codification	(“ASC”)	606,	
Revenue	from	Contracts	with	Customers	
(“ASC
606”),	including	access	to	our	FSD	Capability	features	and	their	ongoing	maintenance,	internet	connectivity,	free	Supercharging	programs	and	over-the-
air	software	updates.	We	recognize	revenue	on	automotive	sales	upon	delivery	to	the	customer,	which	is	when	the	control	of	a	vehicle	transfers.
Payments	are	typically	received	at	the	point	control	transfers	or	in	accordance	with	payment	terms	customary	to	the	business,	except	sales	we	finance	for


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which	payments	are	collected	over	the	contractual	loan	term.	We	also	recognize	a	sales	return	reserve	based	on	historical	experience	plus	consideration
for	expected	future	market	values,	when	we	offer	resale	value	guarantees	or	similar	buyback	terms.	Other	features	and	services	such	as	access	to	our
internet	connectivity,	unlimited	free	Supercharging	and	over-the-air	software	updates	are	provisioned	upon	control	transfer	of	a	vehicle	and	recognized
over	time	on	a	straight-line	basis	as	we	have	a	stand-ready	obligation	to	deliver	such	services	to	the	customer.	Other	limited	free	Supercharging
incentives	are	recognized	based	on	actual	usage	or	expiration,	whichever	is	earlier.	We	recognize	revenue	related	to	these	other	features	and	services
over	the	performance	period,	which	is	generally	the	expected	ownership	life	of	the	vehicle.	Revenue	related	to	FSD	Capability	features	is	recognized	when
functionality	is	delivered	to	the	customer	and	their	ongoing	maintenance	is	recognized	over	time.	For	our	obligations	related	to	automotive	sales,	we
estimate	standalone	selling	price	by	considering	costs	used	to	develop	and	deliver	the	service,	third-party	pricing	of	similar	options	and	other	information
that	may	be	available.
Inventory	Valuation
Inventories	are	stated	at	the	lower	of	cost	or	net	realizable	value.	Cost	is	computed	using	standard	cost	for	vehicles	and	energy	products,	which
approximates	actual	cost	on	a	first-in,	first-out	basis.	We	record	inventory	write-downs	for	excess	or	obsolete	inventories	based	upon	assumptions	about
current	and	future	demand	forecasts.	If	our	inventory	on-hand	is	in	excess	of	our	future	demand	forecast,	the	excess	amounts	are	written-off.


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We	also	review	our	inventory	to	determine	whether	its	carrying	value	exceeds	the	net	amount	realizable	upon	the	ultimate	sale	of	the	inventory.
This	requires	us	to	determine	the	estimated	selling	price	of	our	vehicles	less	the	estimated	cost	to	convert	the	inventory	on-hand	into	a	finished	product.
Once	inventory	is	written-down,	a	new,	lower	cost	basis	for	that	inventory	is	established	and	subsequent	changes	in	facts	and	circumstances	do	not	result
in	the	restoration	or	increase	in	that	newly	established	cost	basis.
Should	our	estimates	of	future	selling	prices	or	production	costs	change,	additional	and	potentially	material	write-downs	may	be	required.	A	small
change	in	our	estimates	may	result	in	a	material	charge	to	our	reported	financial	results.
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Warranties
We	provide	a	manufacturer’s	warranty	on	all	new	and	used	vehicles	and	a	warranty	on	the	installation	and	components	of	the	energy	generation
and	storage	systems	we	sell	for	periods	typically	between	10	to	25	years.	We	accrue	a	warranty	reserve	for	the	products	sold	by	us,	which	includes	our
best	estimate	of	the	projected	costs	to	repair	or	replace	items	under	warranties	and	recalls	if	identified.	These	estimates	are	based	on	actual	claims
incurred	to	date	and	an	estimate	of	the	nature,	frequency	and	costs	of	future	claims.	These	estimates	are	inherently	uncertain	and	changes	to	our
historical	or	projected	warranty	experience	may	cause	material	changes	to	the	warranty	reserve	in	the	future.	The	warranty	reserve	does	not	include
projected	warranty	costs	associated	with	our	vehicles	subject	to	operating	lease	accounting	and	our	solar	energy	systems	under	lease	contracts	or	PPAs,
as	the	costs	to	repair	these	warranty	claims	are	expensed	as	incurred.	The	portion	of	the	warranty	reserve	expected	to	be	incurred	within	the	next	12
months	is	included	within	Accrued	liabilities	and	other,	while	the	remaining	balance	is	included	within	Other	long-term	liabilities	on	the	consolidated
balance	sheets.	For	liabilities	that	we	are	entitled	to	receive	indemnification	from	our	suppliers,	we	record	receivables	for	the	contractually	obligated
amounts	on	the	consolidated	balance	sheets	as	a	component	of	Prepaid	expenses	and	other	current	assets	for	the	current	portion	and	as	Other	non-
current	assets	for	the	long-term	portion.	Warranty	expense	is	recorded	as	a	component	of	Cost	of	revenues	in	the	consolidated	statements	of	operations.


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Due	to	the	magnitude	of	our	automotive	business,	our	accrued	warranty	balance	is	primarily	related	to	our	automotive	segment.
Stock-Based	Compensation
We	use	the	fair	value	method	of	accounting	for	our	stock	options	and	restricted	stock	units	(“RSUs”)	granted	to	employees	and	for	our	employee
stock	purchase	plan	(the	“ESPP”)	to	measure	the	cost	of	employee	services	received	in	exchange	for	the	stock-based	awards.	The	fair	value	of	stock
option	awards	with	only	service	and/or	performance	conditions	is	estimated	on	the	grant	or	offering	date	using	the	Black-Scholes	option-pricing	model.
The	Black-Scholes	option-pricing	model	requires	inputs	such	as	the	risk-free	interest	rate,	expected	term	and	expected	volatility.	These	inputs	are
subjective	and	generally	require	significant	judgment.	The	fair	value	of	RSUs	is	measured	on	the	grant	date	based	on	the	closing	fair	market	value	of	our
common	stock.	The	resulting	cost	is	recognized	over	the	period	during	which	an	employee	is	required	to	provide	service	in	exchange	for	the	awards,
usually	the	vesting	period,	which	is	generally	four	years	for	stock	options	and	RSUs	and	six	months	for	the	ESPP.	Stock-based	compensation	expense	is
recognized	on	a	straight-line	basis,	net	of	actual	forfeitures	in	the	period.
For	performance-based	awards,	stock-based	compensation	expense	is	recognized	over	the	expected	performance	achievement	period	of	individual
performance	milestones	when	the	achievement	of	each	individual	performance	milestone	becomes	probable.
As	we	accumulate	additional	employee	stock-based	awards	data	over	time	and	as	we	incorporate	market	data	related	to	our	common	stock,	we	may
calculate	significantly	different	volatilities	and	expected	lives,	which	could	materially	impact	the	valuation	of	our	stock-based	awards	and	the	stock-based


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compensation	expense	that	we	will	recognize	in	future	periods.	Stock-based	compensation	expense	is	recorded	in	Cost	of	revenues,	Research	and
development	expense	and	Selling,	general	and	administrative	expense	in	the	consolidated	statements	of	operations.
Income	Taxes
We	are	subject	to	income	taxes	in	the	U.S.	and	in	many	foreign	jurisdictions.	Significant	judgment	is	required	in	determining	our	provision	for
income	taxes,	our	deferred	tax	assets	and	liabilities	and	any	valuation	allowance	recorded	against	our	net	deferred	tax	assets	that	are	not	more	likely
than	not	to	be	realized.	We	monitor	the	realizability	of	our	deferred	tax	assets	taking	into	account	all	relevant	factors	at	each	reporting	period.	In
completing	our	assessment	of	realizability	of	our	deferred	tax	assets,	we	consider	our	history	of	income	(loss)	measured	at	pre-tax	income	(loss)	adjusted
for	permanent	book-tax	differences	on	a	jurisdictional	basis,	volatility	in	actual	earnings,	excess	tax	benefits	related	to	stock-based	compensation	in
recent	prior	years,	and	impacts	of	the	timing	of	reversal	of	existing	temporary	differences.	We	also	rely	on	our	assessment	of	the	Company’s	projected
future	results	of	business	operations,	including	uncertainty	in	future	operating	results	relative	to	historical	results,	volatility	in	the	market	price	of	our
common	stock	and	its	performance	over	time,	variable	macroeconomic	conditions	impacting	our	ability	to	forecast	future	taxable	income,	and	changes	in
business	that	may	affect	the	existence	and	magnitude	of	future	taxable	income.	Our	valuation	allowance	assessment	is	based	on	our	best	estimate	of
future	results	considering	all	available	information.
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Furthermore,	significant	judgment	is	required	in	evaluating	our	tax	positions.	In	the	ordinary	course	of	business,	there	are	many	transactions	and
calculations	for	which	the	ultimate	tax	settlement	is	uncertain.	As	a	result,	we	recognize	the	effect	of	this	uncertainty	on	our	tax	attributes	or	taxes
payable	based	on	our	estimates	of	the	eventual	outcome.	These	effects	are	recognized	when,	despite	our	belief	that	our	tax	return	positions	are
supportable,	we	believe	that	it	is	more	likely	than	not	that	some	of	those	positions	may	not	be	fully	sustained	upon	review	by	tax	authorities.	We	are
required	to	file	income	tax	returns	in	the	U.S.	and	various	foreign	jurisdictions,	which	requires	us	to	interpret	the	applicable	tax	laws	and	regulations	in
effect	in	such	jurisdictions.	Such	returns	are	subject	to	audit	by	the	various	federal,	state	and	foreign	taxing	authorities,	who	may	disagree	with	respect	to
our	tax	positions.	We	believe	that	our	consideration	is	adequate	for	all	open	audit	years	based	on	our	assessment	of	many	factors,	including	past
experience	and	interpretations	of	tax	law.	We	review	and	update	our	estimates	in	light	of	changing	facts	and	circumstances,	such	as	the	closing	of	a	tax
audit,	the	lapse	of	a	statute	of	limitations	or	a	change	in	estimate.	To	the	extent	that	the	final	tax	outcome	of	these	matters	differs	from	our	expectations,
such	differences	may	impact	income	tax	expense	in	the	period	in	which	such	determination	is	made.
Results	of	Operations
Revenues
	
Year	Ended	December	31,
2023	vs.	2022	Change
2022	vs.	2021	Change
(Dollars	in	millions)
2023
2022
2021
$
%
$
%


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2022
2021
$
%
$
%
Automotive	sales
$
78,509	
$
67,210	
$
44,125	
$
11,299	
17	
%
$
23,085	
52	
%
Automotive	regulatory	credits
1,790	
1,776	
1,465	
14	
1	
%
311	
21	
%
Automotive	leasing
2,120	
2,476	
1,642	
(356)
(14)
%
834	
51	
%
Total	automotive	revenues
82,419	
71,462	
47,232	
10,957	
15	
%
24,230	
51	
%
Services	and	other
8,319	
6,091	
3,802	
2,228	
37	
%
2,289	
60	
%
Total	automotive	&	services	and	other	segment
revenue
90,738	
77,553	
51,034	
13,185	
17	
%
26,519	
52	
%
Energy	generation	and	storage	segment	revenue
6,035	
3,909	
2,789	
2,126	
54	
%
1,120	
40	
%
Total	revenues
$
96,773	
$
81,462	
$
53,823	
$
15,311	
19	
%
$
27,639	
51	
%
Automotive	&	Services	and	Other	Segment
Automotive	sales	revenue	includes	revenues	related	to	cash	and	financing	deliveries	of	new	Model	S,	Model	X,	Semi,	Model	3,	Model	Y,	and
Cybertruck	vehicles,	including	access	to	our	FSD	Capability	features	and	their	ongoing	maintenance,	internet	connectivity,	free	Supercharging	programs
and	over-the-air	software	updates.	These	deliveries	are	vehicles	that	are	not	subject	to	lease	accounting.


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Automotive	regulatory	credits	includes	sales	of	regulatory	credits	to	other	automotive	manufacturers.	Our	revenue	from	automotive	regulatory
credits	is	directly	related	to	our	new	vehicle	production,	sales	and	pricing	negotiated	with	our	customers.	We	monetize	them	proactively	as	new	vehicles
are	sold	based	on	standing	arrangements	with	buyers	of	such	credits,	typically	as	close	as	possible	to	the	production	and	delivery	of	the	vehicle	or
changes	in	regulation	impacting	the	credits.
Automotive	leasing	revenue	includes	the	amortization	of	revenue	for	vehicles	under	direct	operating	lease	agreements.	Additionally,	automotive
leasing	revenue	includes	direct	sales-type	leasing	programs	where	we	recognize	all	revenue	associated	with	the	sales-type	lease	upon	delivery	to	the
customer.
Services	and	other	revenue	consists	of	sales	of	used	vehicles,	non-warranty	after-sales	vehicle	services,	body	shop	and	parts,	paid	Supercharging,
vehicle	insurance	revenue	and	retail	merchandise.
2023	compared	to	2022
Automotive	sales	revenue	increased	$11.30	billion,	or	17%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended	December	31,
2022,	primarily	due	to	an	increase	of	473,382	combined	Model	3	and	Model	Y	cash	deliveries	from	production	ramping	of	Model	Y	globally.	The	increase
was	partially	offset	by	a	lower	average	selling	price	on	our	vehicles	driven	by	overall	price	reductions	year	over	year,	sales	mix,	and	a	negative	impact
from	the	United	States	dollar	strengthening	against	other	foreign	currencies	in	the	year	ended	December	31,	2023	compared	to	the	prior	year.


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Automotive	regulatory	credits	revenue	increased	$14	million,	or	1%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended
December	31,	2022.
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Automotive	leasing	revenue	decreased	$356	million,	or	14%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended	December	31,
2022.	The	decrease	was	primarily	due	to	a	decrease	in	direct	sales-type	leasing	revenue	driven	by	lower	deliveries	year	over	year,	partially	offset	by	an
increase	from	our	growing	direct	operating	lease	portfolio.
Services	and	other	revenue	increased	$2.23	billion,	or	37%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended	December	31,
2022.	The	increase	was	primarily	due	to	higher	used	vehicle	revenue	driven	by	increases	in	volume,	body	shop	and	part	sales	revenue,	non-warranty
maintenance	services	revenue,	paid	Supercharging	revenue	and	insurance	services	revenue,	all	of	which	are	primarily	attributable	to	our	growing	fleet.
The	increases	were	partially	offset	by	a	decrease	in	the	average	selling	price	of	used	vehicles.
Energy	Generation	and	Storage	Segment
Energy	generation	and	storage	revenue	includes	sales	and	leasing	of	solar	energy	generation	and	energy	storage	products,	financing	of	solar	energy
generation	products,	services	related	to	such	products	and	sales	of	solar	energy	systems	incentives.
2023	compared	to	2022
Energy	generation	and	storage	revenue	increased	$2.13	billion,	or	54%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended
December	31,	2022.	The	increase	was	primarily	due	to	an	increase	in	deployments	of	Megapack.
Cost	of	Revenues	and	Gross	Margin
Year	Ended	December	31,
2023	vs.	2022	Change
2022	vs.	2021	Change
(Dollars	in	millions)
2023
2022


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(Dollars	in	millions)
2023
2022
2021
$
%
$
%
Cost	of	revenues
Automotive	sales
$
65,121	
$
49,599	
$
32,415	
$
15,522	
31	
%
$
17,184	
53	
%
Automotive	leasing
1,268	
1,509	
978	
(241)
(16)
%
531	
54	
%
Total	automotive	cost	of	revenues
66,389	
51,108	
33,393	
15,281	
30	
%
17,715	
53	
%
Services	and	other
7,830	
5,880	
3,906	
1,950	
33	
%
1,974	
51	
%
Total	automotive	&	services	and	other	segment
cost	of	revenues
74,219	
56,988	
37,299	
17,231	
30	
%
19,689	
53	
%
Energy	generation	and	storage	segment
4,894	
3,621	
2,918	
1,273	
35	
%
703	
24	
%
Total	cost	of	revenues
$
79,113	
$
60,609	
$
40,217	
$
18,504	
31	
%
$
20,392	
51	
%
Gross	profit	total	automotive
$
16,030	
$
20,354	
$
13,839	
Gross	margin	total	automotive
19.4	
%
28.5	
%
29.3	
%
Gross	profit	total	automotive	&	services	and	other
segment
$
16,519	
$
20,565	
$
13,735	
Gross	margin	total	automotive	&	services	and	other
segment
18.2	
%
26.5	
%
26.9	
%
Gross	profit	energy	generation	and	storage	segment
$
1,141	
$
288


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$
1,141	
$
288	
$
(129)
Gross	margin	energy	generation	and	storage	segment
18.9	
%
7.4	
%
(4.6)
%
Total	gross	profit
$
17,660	
$
20,853	
$
13,606	
Total	gross	margin
18.2	
%
25.6	
%
25.3	
%
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Automotive	&	Services	and	Other	Segment
Cost	of	automotive	sales	revenue	includes	direct	and	indirect	materials,	labor	costs,	manufacturing	overhead,	including	depreciation	costs	of	tooling
and	machinery,	shipping	and	logistic	costs,	vehicle	connectivity	costs,	FSD	ongoing	maintenance	costs,	allocations	of	electricity	and	infrastructure	costs
related	to	our	Supercharger	network	and	reserves	for	estimated	warranty	expenses.	Cost	of	automotive	sales	revenues	also	includes	adjustments	to
warranty	expense	and	charges	to	write	down	the	carrying	value	of	our	inventory	when	it	exceeds	its	estimated	net	realizable	value	and	to	provide	for
obsolete	and	on-hand	inventory	in	excess	of	forecasted	demand.	Additionally,	cost	of	automotive	sales	revenue	benefits	from	manufacturing	credits
earned.
Cost	of	automotive	leasing	revenue	includes	the	depreciation	of	operating	lease	vehicles,	cost	of	goods	sold	associated	with	direct	sales-type	leases
and	warranty	expense	related	to	leased	vehicles.
Costs	of	services	and	other	revenue	includes	cost	of	used	vehicles	including	refurbishment	costs,	costs	associated	with	providing	non-warranty
after-sales	services,	costs	associated	with	our	body	shops	and	part	sales,	costs	of	paid	Supercharging,	costs	to	provide	vehicle	insurance	and	costs	for
retail	merchandise.
2023	compared	to	2022
Cost	of	automotive	sales	revenue	increased	$15.52	billion,	or	31%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended
December	31,	2022.	Cost	of	automotive	sales	revenue	increased	in	line	with	the	change	in	deliveries	year	over	year,	as	discussed	above.	The	increase


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was	partially	offset	by	a	decrease	in	the	average	combined	cost	per	unit	of	our	vehicles	primarily	due	to	sales	mix,	lower	inbound	freight,	a	decrease	in
material	costs	and	lower	manufacturing	costs	from	better	fixed	cost	absorption.	Our	costs	of	revenue	were	also	positively	impacted	by	the	United	States
dollar	strengthening	against	our	foreign	currencies	as	compared	to	the	prior	periods	and	by	the	IRA	manufacturing	credits	earned	during	the	current	year.
Cost	of	automotive	leasing	revenue	decreased	$241	million,	or	16%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended
December	31,	2022.	The	decrease	was	primarily	due	to	a	decrease	in	direct	sales-type	leasing	cost	of	revenue	driven	by	lower	deliveries	year	over	year.
Cost	of	services	and	other	revenue	increased	$1.95	billion,	or	33%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended
December	31,	2022.	The	increase	was	generally	in	line	with	the	changes	in	services	and	other	revenue	as	discussed	above.
Gross	margin	for	total	automotive	decreased	from	28.5%	to	19.4%	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended
December	31,	2022.	The	decrease	was	primarily	due	to	a	lower	average	selling	price	on	our	vehicles	partially	offset	by	the	favorable	change	in	our
average	combined	cost	per	unit	of	our	vehicles	and	IRA	manufacturing	credits	earned	as	discussed	above.
Gross	margin	for	total	automotive	&	services	and	other	segment	decreased	from	26.5%	to	18.2%	in	the	year	ended	December	31,	2023	as


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compared	to	the	year	ended	December	31,	2022,	primarily	due	to	the	automotive	gross	margin	decrease	discussed	above.
Energy	Generation	and	Storage	Segment
Cost	of	energy	generation	and	storage	revenue	includes	direct	and	indirect	material	and	labor	costs,	warehouse	rent,	freight,	warranty	expense,
other	overhead	costs	and	amortization	of	certain	acquired	intangible	assets.	Cost	of	energy	generation	and	storage	revenue	also	includes	charges	to	write
down	the	carrying	value	of	our	inventory	when	it	exceeds	its	estimated	net	realizable	value	and	to	provide	for	obsolete	and	on-hand	inventory	in	excess
of	forecasted	demand.	Additionally,	cost	of	energy	generation	and	storage	revenue	benefits	from	manufacturing	credits	earned.	In	agreements	for	solar
energy	systems	and	PPAs	where	we	are	the	lessor,	the	cost	of	revenue	is	primarily	comprised	of	depreciation	of	the	cost	of	leased	solar	energy	systems,
maintenance	costs	associated	with	those	systems	and	amortization	of	any	initial	direct	costs.
2023	compared	to	2022
Cost	of	energy	generation	and	storage	revenue	increased	$1.27	billion,	or	35%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year
ended	December	31,	2022,	in	line	with	the	increase	in	Megapack	deployments	year	over	year,	as	discussed	above.	This	increase	was	partially	offset	by	an
improvement	in	production	ramping	that	drove	down	the	average	cost	per	MWh	of	Megapack	as	well	as	IRA	manufacturing	credits	earned	during	the
current	year.
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Gross	margin	for	energy	generation	and	storage	increased	from	7.4%	to	18.9%	in	the	year	ended	December	31,	2023	as	compared	to	the	year
ended	December	31,	2022.	The	increase	was	driven	by	an	improvement	in	our	Megapack	gross	margin	from	lower	average	cost	per	MWh	and	a	higher
proportion	of	Megapack,	which	operated	at	a	higher	gross	margin,	within	the	segment	as	compared	to	the	prior	year	periods.	Additionally,	there	was	a
margin	benefit	from	IRA	manufacturing	credits	earned.
Research	and	Development	Expense
Year	Ended	December	31,
2023	vs.	2022	Change
2022	vs.	2021	Change
(Dollars	in	millions)
2023
2022
2021
$
%
$
%
Research	and	development
$
3,969	
$
3,075	
$
2,593	
$
894	
29	
%
$
482	
19	
%
As	a	percentage	of	revenues
4	
%
4	
%
5	
%
Research	and	development	(“R&D”)	expenses	consist	primarily	of	personnel	costs	for	our	teams	in	engineering	and	research,	manufacturing
engineering	and	manufacturing	test	organizations,	prototyping	expense,	contract	and	professional	services	and	amortized	equipment	expense.
R&D	expenses	increased	$894	million,	or	29%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended	December	31,	2022.	The
overall	increase	was	primarily	driven	by	additional	costs	in	the	current	year	related	to	the	pre-production	phase	for	Cybertruck,	AI	and	other	programs.
R&D	expenses	as	a	percentage	of	revenue	stayed	consistent	at	4%	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended


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December	31,	2022.	Our	R&D	expenses	have	increased	proportionately	with	total	revenues	as	we	continue	to	expand	our	product	roadmap	and
technologies.
Selling,	General	and	Administrative	Expense
Year	Ended	December	31,
2023	vs.	2022	Change
2022	vs.	2021	Change
(Dollars	in	millions)
2023
2022
2021
$
%
$
%
Selling,	general	and	administrative
$
4,800	
$
3,946	
$
4,517	
$
854	
22	
%
$
(571)
(13)
%
As	a	percentage	of	revenues
5	
%
5	
%
8	
%
Selling,	general	and	administrative	(“SG&A”)	expenses	generally	consist	of	personnel	and	facilities	costs	related	to	our	stores,	marketing,	sales,
executive,	finance,	human	resources,	information	technology	and	legal	organizations,	as	well	as	fees	for	professional	and	contract	services	and	litigation
settlements.
SG&A	expenses	increased	$854	million,	or	22%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended	December	31,	2022.	This	was
driven	by	a	$447	million	increase	in	employee	and	labor	costs	primarily	from	increased	headcount,	including	professional	services	and	a	$363	million
increase	in	facilities	related	expenses.
Restructuring	and	Other
Year	Ended	December	31,
2023	vs.	2022	Change
2022	vs.	2021	Change
(Dollars	in	millions)
2023
2022
2021
$
%
$
%
Restructuring	and	other
$
—	
$
176	
$
(27)
$
(176)
(100)%
$
203	
Not	meaningful


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(100)%
$
203	
Not	meaningful
During	the	year	ended	December	31,	2022,	we	recorded	an	impairment	loss	of	$204	million	as	well	as	realized	gains	of	$64	million	in	connection
with	converting	our	holdings	of	digital	assets	into	fiat	currency.	We	also	recorded	other	expenses	of	$36	million	during	the	second	quarter	of	the	year
ended	December	31,	2022,	related	to	employee	terminations.
Interest	Income
Year	Ended	December	31,
2023	vs.	2022	Change
2022	vs.	2021	Change
(Dollars	in	millions)
2023
2022
2021
$
%
$
%
Interest	income
$
1,066	
$
297	
$
56	
$
769	
259	
%
$
241	
430	
%
41


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Interest	income	increased	$769	million,	or	259%,	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended	December	31,	2022.	This
increase	was	primarily	due	to	higher	interest	earned	on	our	cash	and	cash	equivalents	and	short-term	investments	in	the	year	ended	December	31,	2023
as	compared	to	the	prior	year	due	to	rising	interest	rates	and	our	increasing	portfolio	balance.
Other	Income	(Expense),	Net
Year	Ended	December	31,
2023	vs.	2022	Change
2022	vs.	2021	Change
(Dollars	in	millions)
2023
2022
2021
$
%
$
%
Other	income	(expense),	net
$
172	
$
(43)
$
135	
$
215	
Not	meaningful
$
(178)
Not	meaningful
Other	income	(expense),	net,	consists	primarily	of	foreign	exchange	gains	and	losses	related	to	our	foreign	currency-denominated	monetary	assets
and	liabilities.	We	expect	our	foreign	exchange	gains	and	losses	will	vary	depending	upon	movements	in	the	underlying	exchange	rates.
Other	income,	net,	changed	favorably	by	$215	million	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended	December	31,	2022.
The	favorable	change	was	primarily	due	to	fluctuations	in	foreign	currency	exchange	rates	on	our	intercompany	balances.
(Benefit	from)	Provision	for	Income	Taxes
Year	Ended	December	31,
2023	vs.	2022	Change
2022	vs.	2021	Change
(Dollars	in	millions)
2023
2022
2021
$
%
$
%
(Benefit	from)	provision	for	income	taxes
$
(5,001)
$


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$
(5,001)
$
1,132	
$
699	
$
(6,133)
Not	meaningful
$
433	
62	
%
Effective	tax	rate
(50)
%
8	
%
11	
%
We	monitor	the	realizability	of	our	deferred	tax	assets	taking	into	account	all	relevant	factors	at	each	reporting	period.	As	of	December	31,	2023,
based	on	the	relevant	weight	of	positive	and	negative	evidence,	including	the	amount	of	our	taxable	income	in	recent	years	which	is	objective	and
verifiable,	and	consideration	of	our	expected	future	taxable	earnings,	we	concluded	that	it	is	more	likely	than	not	that	our	U.S.	federal	and	certain	state
deferred	tax	assets	are	realizable.	As	such,	we	released	$6.54	billion	of	our	valuation	allowance	associated	with	the	U.S.	federal	and	state	deferred	tax
assets,	with	the	exception	of	our	California	deferred	tax	assets.	Approximately	$5.93	billion	of	the	total	valuation	allowance	release	was	related	to
deferred	tax	assets	to	be	realized	in	the	future	years	and	the	remainder	benefited	us	during	the	year	ended	December	31,	2023.	We	continue	to	maintain
a	full	valuation	allowance	against	our	California	deferred	tax	assets	as	of	December	31,	2023,	because	we	concluded	they	are	not	more	likely	than	not	to
be	realized	as	we	expect	our	California	deferred	tax	assets	generation	in	future	years	to	exceed	our	ability	to	use	these	deferred	tax	assets.
Our	(benefit	from)	provision	for	income	taxes	changed	by	$6.13	billion	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended


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December	31,	2022,	primarily	due	to	the	release	of	$6.54	billion	of	our	valuation	allowance	associated	with	the	U.S.	federal	and	certain	state	deferred	tax
assets.
Our	effective	tax	rate	changed	from	an	expense	of	8%	to	a	benefit	of	50%	in	the	year	ended	December	31,	2023	as	compared	to	the	year	ended
December	31,	2022,	primarily	due	to	the	release	of	the	valuation	allowance	regarding	our	U.S.	federal	and	certain	state	deferred	tax	assets.
See	Note	14,	
Income	Taxes
,	to	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K	for	further	details.
Liquidity	and	Capital	Resources
We	expect	to	continue	to	generate	net	positive	operating	cash	flow	as	we	have	done	in	the	last	five	fiscal	years.	The	cash	we	generate	from	our	core
operations	enables	us	to	fund	ongoing	operations	and	production,	our	research	and	development	projects	for	new	products	and	technologies	including	our
proprietary	battery	cells,	additional	manufacturing	ramps	at	existing	manufacturing	facilities,	the	construction	of	future	factories,	and	the	continued
expansion	of	our	retail	and	service	locations,	body	shops,	Mobile	Service	fleet,	Supercharger,	including	to	support	NACS,	energy	product	installation
capabilities	and	autonomy	and	other	artificial	intelligence	enabled	products.
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In	addition,	because	a	large	portion	of	our	future	expenditures	will	be	to	fund	our	growth,	we	expect	that	if	needed	we	will	be	able	to	adjust	our
capital	and	operating	expenditures	by	operating	segment.	For	example,	if	our	near-term	manufacturing	operations	decrease	in	scale	or	ramp	more	slowly
than	expected,	including	due	to	global	economic	or	business	conditions,	we	may	choose	to	correspondingly	slow	the	pace	of	our	capital	expenditures.
Finally,	we	continually	evaluate	our	cash	needs	and	may	decide	it	is	best	to	raise	additional	capital	or	seek	alternative	financing	sources	to	fund	the	rapid
growth	of	our	business,	including	through	drawdowns	on	existing	or	new	debt	facilities	or	financing	funds.	Conversely,	we	may	also	from	time	to	time
determine	that	it	is	in	our	best	interests	to	voluntarily	repay	certain	indebtedness	early.
Accordingly,	we	believe	that	our	current	sources	of	funds	will	provide	us	with	adequate	liquidity	during	the	12-month	period	following	December	31,
2023,	as	well	as	in	the	long-term.
See	the	sections	below	for	more	details	regarding	the	material	requirements	for	cash	in	our	business	and	our	sources	of	liquidity	to	meet	such
needs.
Material	Cash	Requirements
From	time	to	time	in	the	ordinary	course	of	business,	we	enter	into	agreements	with	vendors	for	the	purchase	of	components	and	raw	materials	to
be	used	in	the	manufacture	of	our	products.	However,	due	to	contractual	terms,	variability	in	the	precise	growth	curves	of	our	development	and
production	ramps,	and	opportunities	to	renegotiate	pricing,	we	generally	do	not	have	binding	and	enforceable	purchase	orders	under	such	contracts


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beyond	the	short-term,	and	the	timing	and	magnitude	of	purchase	orders	beyond	such	period	is	difficult	to	accurately	project.
As	discussed	in	and	subject	to	the	considerations	referenced	in	Part	II,	Item	7,	Management's	Discussion	and	Analysis	of	Financial	Condition	and
Results	of	Operations—Management	Opportunities,	Challenges	and	Uncertainties	and	2023	Outlook—Cash	Flow	and	Capital	Expenditure	Trends	in	this
Annual	Report	on	Form	10-K,	we	currently	expect	our	capital	expenditures	to	support	our	projects	globally	to	exceed	$10.00	billion	in	2024	and	be
between	$8.00	to	$10.00	billion	in	each	of	the	following	two	fiscal	years.	In	connection	with	our	operations	at	Gigafactory	New	York,	we	have	an
agreement	to	spend	or	incur	$5.00	billion	in	combined	capital,	operational	expenses,	costs	of	goods	sold	and	other	costs	in	the	State	of	New	York	through
December	31,	2029	(pursuant	to	a	deferral	of	our	required	timelines	to	meet	such	obligations	that	was	granted	in	April	2021,	and	which	was	memorialized
in	an	amendment	to	our	agreement	with	the	SUNY	Foundation	in	August	2021).	For	details	regarding	these	obligations,	refer	to	Note	15,	
Commitments
and	Contingencies
,	to	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K.
As	of	December	31,	2023,	we	and	our	subsidiaries	had	outstanding	$4.68	billion	in	aggregate	principal	amount	of	indebtedness,	of	which	$1.98


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billion	is	scheduled	to	become	due	in	the	succeeding	12	months.	As	of	December	31,	2023,	our	total	minimum	lease	payments	was	$5.96	billion,	of	which
$1.31	billion	is	due	in	the	succeeding	12	months.	For	details	regarding	our	indebtedness	and	lease	obligations,	refer	to	Note	11,	
Debt
,	and	Note	12,
Leases
,	to	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K.
Sources	and	Conditions	of	Liquidity
Our	sources	to	fund	our	material	cash	requirements	are	predominantly	from	our	deliveries	and	servicing	of	new	and	used	vehicles,	sales	and
installations	of	our	energy	storage	products	and	solar	energy	systems,	proceeds	from	debt	facilities	and	proceeds	from	equity	offerings,	when	applicable.
As	of	December	31,	2023,	we	had	$16.40	billion	and	$12.70	billion	of	cash	and	cash	equivalents	and	short-term	investments,	respectively.	Balances
held	in	foreign	currencies	had	a	U.S.	dollar	equivalent	of	$4.43	billion	and	consisted	primarily	of	Chinese	yuan	and	euros.	We	had	$5.03	billion	of	unused
committed	credit	amounts	as	of	December	31,	2023.	For	details	regarding	our	indebtedness,	refer	to	Note	11,	
Debt
,	to	the	consolidated	financial
statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K.
We	continue	adapting	our	strategy	to	meet	our	liquidity	and	risk	objectives,	such	as	investing	in	U.S.	government	securities	and	other	investments,
to	do	more	vertical	integration,	expand	our	product	roadmap	and	provide	financing	options	to	our	customers.
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Summary	of	Cash	Flows
	
Year	Ended	December	31,
(Dollars	in	millions)
2023
2022
2021
Net	cash	provided	by	operating	activities
$
13,256	
$
14,724	
$
11,497	
Net	cash	used	in	investing	activities
$
(15,584)
$
(11,973)
$
(7,868)
Net	cash	provided	by	(used	in)	financing	activities
$
2,589	
$
(3,527)
$
(5,203)
Cash	Flows	from	Operating	Activities
Our	cash	flows	from	operating	activities	are	significantly	affected	by	our	cash	investments	to	support	the	growth	of	our	business	in	areas	such	as
research	and	development	and	selling,	general	and	administrative	and	working	capital.	Our	operating	cash	inflows	include	cash	from	vehicle	sales	and
related	servicing,	customer	lease	and	financing	payments,	customer	deposits,	cash	from	sales	of	regulatory	credits	and	energy	generation	and	storage
products,	and	interest	income	on	our	cash	and	investments	portfolio.	These	cash	inflows	are	offset	by	our	payments	to	suppliers	for	production	materials
and	parts	used	in	our	manufacturing	process,	operating	expenses,	operating	lease	payments	and	interest	payments	on	our	financings.
Net	cash	provided	by	operating	activities	decreased	by	$1.47	billion	to	$13.26	billion	during	the	year	ended	December	31,	2023	from	$14.72	billion
during	the	year	ended	December	31,	2022.	This	decrease	was	primarily	due	to	the	decrease	in	net	income	excluding	non-cash	expenses,	gains	and	losses


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of	$2.93	billion,	partially	offset	by	favorable	changes	in	net	operating	assets	and	liabilities	of	$1.46	billion.
Cash	Flows	from	Investing	Activities
Cash	flows	from	investing	activities	and	their	variability	across	each	period	related	primarily	to	capital	expenditures,	which	were	$8.90	billion	for	the
year	ended	December	31,	2023	and	$7.16	billion	for	the	year	ended	December	31,	2022,	mainly	for	global	factory	expansion	and	machinery	and
equipment	as	we	expand	our	product	roadmap.	We	also	purchased	$6.62	billion	and	$5.81	billion	of	investments,	net	of	proceeds	from	maturities	and
sales,	for	the	year	ended	December	31,	2023	and	2022,	respectively.	Additionally,	proceeds	from	sales	of	digital	assets	was	$936	million	in	the	year
ended	December	31,	2022.
Cash	Flows	from	Financing	Activities
Net	cash	from	financing	activities	changed	by	$6.12	billion	to	$2.59	billion	net	cash	provided	by	financing	activities	during	the	year	ended
December	31,	2023	from	$3.53	billion	net	cash	used	in	financing	activities	during	the	year	ended	December	31,	2022.	The	change	was	primarily	due	to	a
$3.93	billion	increase	in	proceeds	from	issuances	of	debt	and	a	$2.01	billion	decrease	in	repayments	of	debt.	See	Note	11,	
Debt
,	to	the	consolidated
financial	statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K	for	further	details	regarding	our	debt	obligations.
Recent	Accounting	Pronouncements
See	Note	2,	
Summary	of	Significant	Accounting	Policies


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Summary	of	Significant	Accounting	Policies
,	to	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	on	Form
10-K.
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ITEM	7A.	QUANTITATIVE	AND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET	RISK
Foreign	Currency	Risk
We	transact	business	globally	in	multiple	currencies	and	hence	have	foreign	currency	risks	related	to	our	revenue,	costs	of	revenue	and	operating
expenses	denominated	in	currencies	other	than	the	U.S.	dollar	(primarily	the	Chinese	yuan	and	euro	in	relation	to	our	current	year	operations).	In	general,
we	are	a	net	receiver	of	currencies	other	than	the	U.S.	dollar	for	our	foreign	subsidiaries.	Accordingly,	changes	in	exchange	rates	affect	our	operating
results	as	expressed	in	U.S.	dollars	as	we	do	not	typically	hedge	foreign	currency	risk.
We	have	also	experienced,	and	will	continue	to	experience,	fluctuations	in	our	net	income	as	a	result	of	gains	(losses)	on	the	settlement	and	the	re-
measurement	of	monetary	assets	and	liabilities	denominated	in	currencies	that	are	not	the	local	currency	(primarily	consisting	of	our	intercompany	and
cash	and	cash	equivalents	balances).
We	considered	the	historical	trends	in	foreign	currency	exchange	rates	and	determined	that	it	is	reasonably	possible	that	adverse	changes	in	foreign
currency	exchange	rates	of	10%	for	all	currencies	could	be	experienced	in	the	near-term.	These	changes	were	applied	to	our	total	monetary	assets	and
liabilities	denominated	in	currencies	other	than	our	local	currencies	at	the	balance	sheet	date	to	compute	the	impact	these	changes	would	have	had	on
our	net	income	before	income	taxes.	These	changes	would	have	resulted	in	a	gain	or	loss	of	$1.01	billion	at	December	31,	2023	and	$473	million	at
December	31,	2022,	assuming	no	foreign	currency	hedging.
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ITEM	8.	FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA
Index	to	Consolidated	Financial	Statements
Page
Report	of	Independent	Registered	Public	Accounting	Firm
	(PCAOB	ID:	
238
)
47
Consolidated	Balance	Sheets
49
Consolidated	Statements	of	Operations
50
Consolidated	Statements	of	Comprehensive	Income
51
Consolidated	Statements	of	Redeemable	Noncontrolling	Interests	and	Equity
52
Consolidated	Statements	of	Cash	Flows
53
Notes	to	Consolidated	Financial	Statements
54
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Report	of	Independent	Registered	Public	Accounting	Firm
To	the
	
Board	of	Directors	and	Stockholders	of	Tesla,	Inc.
Opinions	on	the	Financial	Statements	and	Internal	Control	over	Financial	Reporting
We	have	audited	the	accompanying	consolidated	balance	sheets	of	Tesla,	Inc.	and	its	subsidiaries	(the	“Company”)	as	of	December	31,	2023	and	2022,
and	the	related	consolidated	statements	of	operations,	of	comprehensive	income,	of	redeemable	noncontrolling	interests	and	equity	and	of	cash	flows	for
each	of	the	three	years	in	the	period	ended	December	31,	2023,	including	the	related	notes	(collectively	referred	to	as	the	“consolidated	financial
statements”).	We	also	have	audited	the	Company's	internal	control	over	financial	reporting	as	of	December	31,	2023,	based	on	criteria	established	in
Internal	Control	-	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO).
In	our	opinion,	the	consolidated	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of
December	31,	2023	and	2022,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2023	in
conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.	Also	in	our	opinion,	the	Company	maintained,	in	all	material
respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2023,	based	on	criteria	established	in	Internal	Control	-	Integrated
Framework	(2013)	issued	by	the	COSO.
Changes	in	Accounting	Principles


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Changes	in	Accounting	Principles
As	discussed	in	Note	2	to	the	consolidated	financial	statements,	the	Company	changed	the	manner	in	which	it	accounts	for	convertible	debt	in	2021.
Basis	for	Opinions
The	Company's	management	is	responsible	for	these	consolidated	financial	statements,	for	maintaining	effective	internal	control	over	financial	reporting,
and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	Management’s	Report	on	Internal	Control	over	Financial
Reporting	appearing	under	Item	9A.	Our	responsibility	is	to	express	opinions	on	the	Company’s	consolidated	financial	statements	and	on	the	Company's
internal	control	over	financial	reporting	based	on	our	audits.	We	are	a	public	accounting	firm	registered	with	the	Public	Company	Accounting	Oversight
Board	(United	States)	(PCAOB)	and	are	required	to	be	independent	with	respect	to	the	Company	in	accordance	with	the	U.S.	federal	securities	laws	and
the	applicable	rules	and	regulations	of	the	Securities	and	Exchange	Commission	and	the	PCAOB.
We	conducted	our	audits	in	accordance	with	the	standards	of	the	PCAOB.	Those	standards	require	that	we	plan	and	perform	the	audits	to	obtain
reasonable	assurance	about	whether	the	consolidated	financial	statements	are	free	of	material	misstatement,	whether	due	to	error	or	fraud,	and	whether
effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.
Our	audits	of	the	consolidated	financial	statements	included	performing	procedures	to	assess	the	risks	of	material	misstatement	of	the	consolidated
financial	statements,	whether	due	to	error	or	fraud,	and	performing	procedures	that	respond	to	those	risks.	Such	procedures	included	examining,	on	a


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test	basis,	evidence	regarding	the	amounts	and	disclosures	in	the	consolidated	financial	statements.	Our	audits	also	included	evaluating	the	accounting
principles	used	and	significant	estimates	made	by	management,	as	well	as	evaluating	the	overall	presentation	of	the	consolidated	financial	statements.
Our	audit	of	internal	control	over	financial	reporting	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk
that	a	material	weakness	exists,	and	testing	and	evaluating	the	design	and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk.	Our
audits	also	included	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audits	provide	a	reasonable
basis	for	our	opinions.
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Definition	and	Limitations	of	Internal	Control	over	Financial	Reporting
A	company’s	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting
and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company’s	internal
control	over	financial	reporting	includes	those	policies	and	procedures	that	(i)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately
and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(ii)	provide	reasonable	assurance	that	transactions	are	recorded	as
necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures
of	the	company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(iii)	provide	reasonable
assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company’s	assets	that	could	have	a	material
effect	on	the	financial	statements.
Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation
of	effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of
compliance	with	the	policies	or	procedures	may	deteriorate.
Critical	Audit	Matters
The	critical	audit	matter	communicated	below	is	a	matter	arising	from	the	current	period	audit	of	the	consolidated	financial	statements	that	was
communicated	or	required	to	be	communicated	to	the	audit	committee	and	that	(i)	relates	to	accounts	or	disclosures	that	are	material	to	the	consolidated


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financial	statements	and	(ii)	involved	our	especially	challenging,	subjective,	or	complex	judgments.	The	communication	of	critical	audit	matters	does	not
alter	in	any	way	our	opinion	on	the	consolidated	financial	statements,	taken	as	a	whole,	and	we	are	not,	by	communicating	the	critical	audit	matter	below,
providing	a	separate	opinion	on	the	critical	audit	matter	or	on	the	accounts	or	disclosures	to	which	it	relates.
Automotive	Warranty	Reserve
As	described	in	Note	2	to	the	consolidated	financial	statements,	total	accrued	warranty,	which	primarily	relates	to	the	automotive	segment,	was	$5,152
million	as	of	December	31,	2023.	The	Company	provides	a	manufacturer’s	warranty	on	all	new	and	used	Tesla	vehicles.	A	warranty	reserve	is	accrued	for
these	products	sold,	which	includes	management’s	best	estimate	of	the	projected	costs	to	repair	or	replace	items	under	warranty	and	recalls	if	identified.
These	estimates	are	based	on	actual	claims	incurred	to	date	and	an	estimate	of	the	nature,	frequency	and	costs	of	future	claims.
The	principal	considerations	for	our	determination	that	performing	procedures	relating	to	the	automotive	warranty	reserve	is	a	critical	audit	matter	are
the	significant	judgment	by	management	in	determining	the	automotive	warranty	reserve	for	certain	Tesla	vehicle	models;	this	in	turn	led	to	significant
auditor	judgment,	subjectivity,	and	effort	in	performing	procedures	to	evaluate	management’s	significant	assumptions	related	to	the	nature,	frequency
and	costs	of	future	claims	for	certain	Tesla	vehicle	models,	and	the	audit	effort	involved	the	use	of	professionals	with	specialized	skill	and	knowledge.


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Addressing	the	matter	involved	performing	procedures	and	evaluating	audit	evidence	in	connection	with	forming	our	overall	opinion	on	the	consolidated
financial	statements.	These	procedures	included	testing	the	effectiveness	of	controls	relating	to	management’s	estimate	of	the	automotive	warranty
reserve	for	certain	Tesla	vehicle	models,	including	controls	over	management’s	significant	assumptions	related	to	the	nature,	frequency	and	costs	of
future	claims	as	well	as	the	completeness	and	accuracy	of	actual	claims	incurred	to	date.	These	procedures	also	included,	among	others,	performing	one
of	the	following:	(i)	testing	management’s	process	for	determining	the	automotive	warranty	reserve	for	certain	Tesla	vehicle	models	or	(ii)	developing	an
independent	estimate	of	the	automotive	warranty	reserve	for	certain	Tesla	vehicle	models	and	comparing	the	independent	estimate	to	management’s
estimate	to	evaluate	the	reasonableness	of	the	estimate.	Testing	management’s	process	involved	evaluating	the	reasonableness	of	significant
assumptions	related	to	the	nature	and	frequency	of	future	claims	and	the	related	costs	to	repair	or	replace	items	under	warranty.	Evaluating	the
assumptions	related	to	the	nature	and	frequency	of	future	claims	and	the	related	costs	to	repair	or	replace	items	under	warranty	involved	evaluating
whether	the	assumptions	used	were	reasonable	by	performing	a	lookback	analysis	comparing	prior	period	forecasted	claims	to	actual	claims	incurred.
Developing	the	independent	estimate	involved	testing	the	completeness	and	accuracy	of	historical	vehicle	claims	processed	and	testing	that	such	claims
were	appropriately	used	by	management	in	the	estimation	of	future	claims.	Professionals	with	specialized	skill	and	knowledge	were	used	to	assist	in


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developing	an	independent	estimate	of	the	automotive	warranty	reserve	for	certain	Tesla	vehicle	models	and	in	evaluating	the	appropriateness	of	certain
aspects	of	management’s	significant	assumptions	related	to	the	nature	and	frequency	of	future	claims.
/s/	
PricewaterhouseCoopers	LLP
San	Jose,	California
January	26,	2024
We	have	served	as	the	Company’s	auditor	since	2005.
48


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Tesla,	Inc.
Consolidated	Balance	Sheets
(in	millions,	except	per	share	data)
December	31,
2023
December	31,
2022
Assets
Current	assets
Cash	and	cash	equivalents
$
16,398
	
$
16,253
	
Short-term	investments
12,696
	
5,932
	
Accounts	receivable,	net
3,508
	
2,952
	
Inventory
13,626
	
12,839
	
Prepaid	expenses	and	other	current	assets
3,388
	
2,941
	
Total	current	assets
49,616
	
40,917
	
Operating	lease	vehicles,	net
5,989
	
5,035
	
Solar	energy	systems,	net
5,229
	
5,489
	
Property,	plant	and	equipment,	net
29,725
	
23,548
	
Operating	lease	right-of-use	assets
4,180
	
2,563
	
Digital	assets,	net
184
	
184
	
Intangible	assets,	net
178
	
215
	
Goodwill
253
	
194
	
Deferred	tax	assets
6,733
	
328
	
Other	non-current	assets
4,531
	
3,865
	
Total	assets
$
106,618
	
$
82,338
	
Liabilities
Current	liabilities
Accounts	payable
$
14,431
	
$
15,255
	
Accrued	liabilities	and	other
9,080
	
8,205
	
Deferred	revenue
2,864
	
1,747
	
Current	portion	of	debt	and	finance	leases
2,373
	
1,502
	
Total	current	liabilities
28,748
	
26,709
	
Debt	and	finance	leases,	net	of	current	portion
2,857
	
1,597
	
Deferred	revenue,	net	of	current	portion
3,251
	
2,804
	
Other	long-term	liabilities
8,153


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Other	long-term	liabilities
8,153
	
5,330
	
Total	liabilities
43,009
	
36,440
	
Commitments	and	contingencies	(Note	15)
Redeemable	noncontrolling	interests	in	subsidiaries
242
	
409
	
Equity
Stockholders’	equity
Preferred	stock;	$
0.001
	par	value;	
100
	shares	authorized;	
no
	shares	issued	and	outstanding
—
	
—
	
Common	stock;	$
0.001
	par	value;	
6,000
	shares	authorized;	
3,185
	and	
3,164
	shares	issued	and	outstanding	as	of
December	31,	2023	and	2022,	respectively
3
	
3
	
Additional	paid-in	capital
34,892
	
32,177
	
Accumulated	other	comprehensive	loss
(
143
)
(
361
)
Retained	earnings
27,882
	
12,885
	
Total	stockholders’	equity
62,634
	
44,704
	
Noncontrolling	interests	in	subsidiaries
733
	
785
	
Total	liabilities	and	equity
$
106,618
	
$
82,338
	
The	accompanying	notes	are	an	integral	part	of	these	consolidated	financial	statements.
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Tesla,	Inc.
Consolidated	Statements	of	Operations
(in	millions,	except	per	share	data)
Year	Ended	December	31,
2023
2022
2021
Revenues
Automotive	sales
$
78,509
	
$
67,210
	
$
44,125
	
Automotive	regulatory	credits
1,790
	
1,776
	
1,465
	
Automotive	leasing
2,120
	
2,476
	
1,642
	
Total	automotive	revenues
82,419
	
71,462
	
47,232
	
Energy	generation	and	storage
6,035
	
3,909
	
2,789
	
Services	and	other
8,319
	
6,091
	
3,802
	
Total	revenues
96,773
	
81,462
	
53,823
	
Cost	of	revenues
Automotive	sales
65,121
	
49,599
	
32,415
	
Automotive	leasing
1,268
	
1,509
	
978
	
Total	automotive	cost	of	revenues
66,389
	
51,108
	
33,393
	
Energy	generation	and	storage
4,894
	
3,621
	
2,918
	
Services	and	other
7,830
	
5,880
	
3,906
	
Total	cost	of	revenues
79,113
	
60,609
	
40,217
	
Gross	profit
17,660
	
20,853
	
13,606
	
Operating	expenses
Research	and	development
3,969
	
3,075
	
2,593
	
Selling,	general	and	administrative
4,800
	
3,946
	
4,517
	
Restructuring	and	other
—
	
176
	
(
27
)
Total	operating	expenses
8,769
	
7,197
	
7,083
	
Income	from	operations
8,891
	
13,656


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8,891
	
13,656
	
6,523
	
Interest	income
1,066
	
297
	
56
	
Interest	expense
(
156
)
(
191
)
(
371
)
Other	income	(expense),	net
172
	
(
43
)
135
	
Income	before	income	taxes
9,973
	
13,719
	
6,343
	
(Benefit	from)	provision	for	income	taxes
(
5,001
)
1,132
	
699
	
Net	income
14,974
	
12,587
	
5,644
	
Net	(loss)	income	attributable	to	noncontrolling	interests	and	redeemable	noncontrolling	interests
in	subsidiaries
(
23
)
31
	
125
	
Net	income	attributable	to	common	stockholders
$
14,997
	
$
12,556
	
$
5,519
	
	
Net	income	per	share	of	common	stock	attributable	to	common	stockholders
Basic
$
4.73
	
$
4.02
	
$
1.87
	
Diluted
$
4.30
	
$
3.62
	
$
1.63
	
Weighted	average	shares	used	in	computing	net	income	per	share	of	common	stock
Basic
3,174
3,130
2,959
Diluted
3,485
3,475
3,386
The	accompanying	notes	are	an	integral	part	of	these	consolidated	financial	statements.
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Tesla,	Inc.
Consolidated	Statements	of	Comprehensive	Income
(in	millions)
Year	Ended	December	31,
2023
2022
2021
Net	income
$
14,974
	
$
12,587
	
$
5,644
	
Other	comprehensive	income	(loss):
Foreign	currency	translation	adjustment
198
	
(
392
)
(
308
)
Unrealized	net	gain	(loss)	on	investments
16
	
(
23
)
(
1
)
Adjustment	for	net	loss	realized	and	included	in	net	income				
4
	
—
	
—
	
Comprehensive	income
15,192
	
12,172
	
5,335
	
Less:	Comprehensive	(loss)	income	attributable	to	noncontrolling	interests	and
redeemable	noncontrolling	interests	in	subsidiaries
(
23
)
31
	
125
	
Comprehensive	income	attributable	to	common	stockholders
$
15,215
	
$
12,141
	
$
5,210
	
The	accompanying	notes	are	an	integral	part	of	these	consolidated	financial	statements.
51


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Tesla,	Inc.
Consolidated	Statements	of	Redeemable	Noncontrolling	Interests	and	Equity
(in	millions)
Redeemable
Noncontrolling
Interests
Common	Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income	(Loss)
(Accumulated
Deficit)
Retained
Earnings
Total
Stockholders’
Equity
Noncontrolling
Interests	in
Subsidiaries
Total
Equity
Shares
Amount
Balance	as	of	December	31,	2020
$
604
	
2,879
$
3
	
$
27,260
	
$
363
	
$
(
5,401
)
$
22,225
	
$
850
	
$
23,075
	
Adjustments	for	prior	periods	from	adopting	ASU	2020-06
—	
—
—	
(
474
)
—	
211
	
(
263
)
—	
(
263
)
Exercises	of	conversion	feature	of	convertible	senior	notes
—	
2
—	
6
	
—	
—	
6
	
—	
6
	
Settlements	of	warrants
—	
112
—	
—	
—	
—	
—	
—	
—
	
Issuance	of	common	stock	for	equity	incentive	awards
—	
107
—	
707
	
—	
—	
707
	
—	
707
	
Stock-based	compensation
—	
—
—	
2,299
	
—	
—	
2,299
	
—	
2,299
	
Contributions	from	noncontrolling	interests
2
	
—
—	
—	
—	
—	
—	
—	
—
	
Distributions	to	noncontrolling	interests
(
66
)
—
—	
—	
—	
—	
—	
(
106
)
(
106
)
Buy-outs	of	noncontrolling	interests
(


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106
)
Buy-outs	of	noncontrolling	interests
(
15
)
—
—	
5
	
—	
—	
5
	
—	
5
	
Net	income
43
	
—
—	
—	
—	
5,519
	
5,519
	
82
	
5,601
	
Other	comprehensive	loss
—	
—
—	
—	
(
309
)
—	
(
309
)
—	
(
309
)
Balance	as	of	December	31,	2021
$
568
	
3,100
$
3
	
$
29,803
	
$
54
	
$
329
	
$
30,189
	
$
826
	
$
31,015
	
Settlements	of	warrants
—	
37
—	
—	
—	
—	
—	
—	
—
	
Issuance	of	common	stock	for	equity	incentive	awards
—	
27
—	
541
	
—	
—	
541
	
—	
541
	
Stock-based	compensation
—	
—
—	
1,806
	
—	
—	
1,806
	
—	
1,806
	
Distributions	to	noncontrolling	interests
(
46
)
—
—	
—	
—	
—	
—	
(
113
)
(
113
)
Buy-outs	of	noncontrolling	interests
(
11
)
—
—	
27
	
—	
—	
27
	
(
61
)
(
34
)
Net	(loss)	income
(
102
)
—
—	
—	
—	
12,556
	
12,556
	
133
	
12,689
	
Other	comprehensive	loss
—	
—
—	
—	
(
415
)
—	
(
415
)
—	
(
415
)
Balance	as	of	December	31,	2022


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415
)
Balance	as	of	December	31,	2022
$
409
	
3,164
$
3
	
$
32,177
	
$
(
361
)
$
12,885
	
$
44,704
	
$
785
	
$
45,489
	
Issuance	of	common	stock	for	equity	incentive	awards
—	
21
—	
700
	
—	
—	
700
	
—	
700
	
Stock-based	compensation
—	
—
—	
2,013
	
—	
—	
2,013
	
—	
2,013
	
Distributions	to	noncontrolling	interests
(
32
)
—
—	
—	
—	
—	
—	
(
108
)
(
108
)
Buy-outs	of	noncontrolling	interests
(
39
)
—
—	
2
	
—	
—	
2
	
(
17
)
(
15
)
Net	(loss)	income
(
96
)
—
—	
—	
—	
14,997
	
14,997
	
73
	
15,070
	
Other	comprehensive	income
—	
—
—	
—	
218
	
—	
218
	
—	
218
	
Balance	as	of	December	31,	2023
$
242
	
3,185
$
3
	
$
34,892
	
$
(
143
)
$
27,882
	
$
62,634
	
$
733
	
$
63,367
	
The	accompanying	notes	are	an	integral	part	of	these	consolidated	financial	statements.
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Tesla,	Inc.
Consolidated	Statements	of	Cash	Flows
(in	millions)
Year	Ended	December	31,
2023
2022
2021
Cash	Flows	from	Operating	Activities
Net	income
$
14,974
	
$
12,587
	
$
5,644
	
Adjustments	to	reconcile	net	income	to	net	cash	provided	by	operating	activities:
Depreciation,	amortization	and	impairment
4,667
	
3,747
	
2,911
	
Stock-based	compensation
1,812
	
1,560
	
2,121
	
Inventory	and	purchase	commitments	write-downs
463
	
177
	
140
	
Foreign	currency	transaction	net	unrealized	(gain)	loss
(
144
)
81
	
(
55
)
Deferred	income	taxes
(
6,349
)
(
196
)
(
149
)
Non-cash	interest	and	other	operating	activities
81
	
340
	
245
	
Digital	assets	loss	(gain),	net
—
	
140
	
(
27
)
Changes	in	operating	assets	and	liabilities:
Accounts	receivable
(
586
)
(
1,124
)
(
130
)
Inventory
(
1,195
)
(
6,465
)
(
1,709
)
Operating	lease	vehicles
(
1,952
)
(
1,570
)
(
2,114
)
Prepaid	expenses	and	other	assets
(
2,652
)
(
3,713
)
(
1,540
)
Accounts	payable,	accrued	and	other	liabilities
2,605
	
8,029
	
5,367
	
Deferred	revenue
1,532
	
1,131
	
793
	
Net	cash	provided	by	operating	activities
13,256
	
14,724
	
11,497


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14,724
	
11,497
	
Cash	Flows	from	Investing	Activities
Purchases	of	property	and	equipment	excluding	finance	leases,	net	of	sales
(
8,898
)
(
7,158
)
(
6,482
)
Purchases	of	solar	energy	systems,	net	of	sales
(
1
)
(
5
)
(
32
)
Purchases	of	digital	assets
—
	
—
	
(
1,500
)
Proceeds	from	sales	of	digital	assets
—
	
936
	
272
	
Purchase	of	intangible	assets
—
	
(
9
)
—
	
Purchases	of	investments
(
19,112
)
(
5,835
)
(
132
)
Proceeds	from	maturities	of	investments
12,353
	
22
	
—
	
Proceeds	from	sales	of	investments
138
	
—
	
—
	
Receipt	of	government	grants
—
	
76
	
6
	
Business	combinations,	net	of	cash	acquired
(
64
)
—
	
—
	
Net	cash	used	in	investing	activities
(
15,584
)
(
11,973
)
(
7,868
)
Cash	Flows	from	Financing	Activities
Proceeds	from	issuances	of	debt
3,931
	
—
	
8,883
	
Repayments	of	debt
(
1,351
)
(
3,364
)
(
14,167
)
Collateralized	lease	repayments
—
	
—
	
(
9
)
Proceeds	from	exercises	of	stock	options	and	other	stock	issuances
700
	
541
	
707
	
Principal	payments	on	finance	leases
(
464
)
(
502
)
(
439
)
Debt	issuance	costs
(
29
)
—
	
(
9
)


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(
29
)
—
	
(
9
)
Proceeds	from	investments	by	noncontrolling	interests	in	subsidiaries
—
	
—
	
2
	
Distributions	paid	to	noncontrolling	interests	in	subsidiaries
(
144
)
(
157
)
(
161
)
Payments	for	buy-outs	of	noncontrolling	interests	in	subsidiaries
(
54
)
(
45
)
(
10
)
Net	cash	provided	by	(used	in)	financing	activities
2,589
	
(
3,527
)
(
5,203
)
Effect	of	exchange	rate	changes	on	cash	and	cash	equivalents	and	restricted	cash
4
	
(
444
)
(
183
)
Net	increase	(decrease)	in	cash	and	cash	equivalents	and	restricted	cash
265
	
(
1,220
)
(
1,757
)
Cash	and	cash	equivalents	and	restricted	cash,	beginning	of	period
16,924
	
18,144
	
19,901
	
Cash	and	cash	equivalents	and	restricted	cash,	end	of	period
$
17,189
	
$
16,924
	
$
18,144
	
Supplemental	Non-Cash	Investing	and	Financing	Activities
Acquisitions	of	property	and	equipment	included	in	liabilities
$
2,272
	
$
2,148
	
$
2,251
	
Supplemental	Disclosures
Cash	paid	during	the	period	for	interest,	net	of	amounts	capitalized
$
126
	
$
152
	
$
266
	
Cash	paid	during	the	period	for	income	taxes,	net	of	refunds
$
1,119
	
$
1,203
	
$
561


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Tesla,	Inc.
Notes	to	Consolidated	Financial	Statements
Note	1	–	
Overview
Tesla,	Inc.	(“Tesla”,	the	“Company”,	“we”,	“us”	or	“our”)	was	incorporated	in	the	State	of	Delaware	on	July	1,	2003.	We	design,	develop,
manufacture,	sell	and	lease	high-performance	fully	electric	vehicles	and	energy	generation	and	storage	systems,	and	offer	services	related	to	our
products.	Our	Chief	Executive	Officer,	as	the	chief	operating	decision	maker	(“CODM”),	organizes	our	company,	manages	resource	allocations	and
measures	performance	among	
two
	operating	and	reportable	segments:	(i)	automotive	and	(ii)	energy	generation	and	storage.
Note	2	–	
Summary	of	Significant	Accounting	Policies
Principles	of	Consolidation
The	accompanying	consolidated	financial	statements	have	been	prepared	in	conformity	with	GAAP	and	reflect	our	accounts	and	operations	and
those	of	our	subsidiaries	in	which	we	have	a	controlling	financial	interest.	In	accordance	with	the	provisions	of	ASC	810,	
Consolidation	
(“ASC	810”),	we
consolidate	any	variable	interest	entity	(“VIE”)	of	which	we	are	the	primary	beneficiary.	We	have	formed	VIEs	with	financing	fund	investors	in	the	ordinary
course	of	business	in	order	to	facilitate	the	funding	and	monetization	of	certain	attributes	associated	with	solar	energy	systems	and	leases	under	our
direct	vehicle	leasing	programs.	The	typical	condition	for	a	controlling	financial	interest	ownership	is	holding	a	majority	of	the	voting	interests	of	an	entity;


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however,	a	controlling	financial	interest	may	also	exist	in	entities,	such	as	VIEs,	through	arrangements	that	do	not	involve	controlling	voting	interests.	ASC
810	requires	a	variable	interest	holder	to	consolidate	a	VIE	if	that	party	has	the	power	to	direct	the	activities	of	the	VIE	that	most	significantly	impact	the
VIE’s	economic	performance	and	the	obligation	to	absorb	losses	of	the	VIE	that	could	potentially	be	significant	to	the	VIE	or	the	right	to	receive	benefits
from	the	VIE	that	could	potentially	be	significant	to	the	VIE.	We	do	not	consolidate	a	VIE	in	which	we	have	a	majority	ownership	interest	when	we	are	not
considered	the	primary	beneficiary.	We	have	determined	that	we	are	the	primary	beneficiary	of	all	the	VIEs	(see	Note	16
,	Variable	Interest	Entity
Arrangements
).	We	evaluate	our	relationships	with	all	the	VIEs	on	an	ongoing	basis	to	ensure	that	we	continue	to	be	the	primary	beneficiary.	All
intercompany	transactions	and	balances	have	been	eliminated	upon	consolidation.
Use	of	Estimates
The	preparation	of	financial	statements	in	conformity	with	GAAP	requires	management	to	make	estimates	and	assumptions	that	affect	the	reported
amounts	of	assets,	liabilities,	revenues,	costs	and	expenses	and	related	disclosures	in	the	accompanying	notes.	The	estimates	used	for,	but	not	limited	to,
determining	significant	economic	incentive	for	resale	value	guarantee	arrangements,	sales	return	reserves,	income	taxes,	the	collectability	of	accounts
and	finance	receivables,	inventory	valuation,	warranties,	fair	value	of	long-lived	assets,	goodwill,	fair	value	of	financial	instruments,	fair	value	and	residual


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value	of	operating	lease	vehicles	and	solar	energy	systems	subject	to	leases	could	be	impacted.	We	have	assessed	the	impact	and	are	not	aware	of	any
specific	events	or	circumstances	that	required	an	update	to	our	estimates	and	assumptions	or	materially	affected	the	carrying	value	of	our	assets	or
liabilities	as	of	the	date	of	issuance	of	this	Annual	Report	on	Form	10-K.	These	estimates	may	change	as	new	events	occur	and	additional	information	is
obtained.	Actual	results	could	differ	materially	from	these	estimates	under	different	assumptions	or	conditions.
Reclassifications
Certain	prior	period	balances	have	been	reclassified	to	conform	to	the	current	period	presentation	in	the	consolidated	financial	statements	and	the
accompanying	notes.
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Revenue	Recognition
Revenue	by	source
The	following	table	disaggregates	our	revenue	by	major	source	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Automotive	sales
$
78,509
	
$
67,210
	
$
44,125
	
Automotive	regulatory	credits
1,790
	
1,776
	
1,465
	
Energy	generation	and	storage	sales
5,515
	
3,376
	
2,279
	
Services	and	other
8,319
	
6,091
	
3,802
	
Total	revenues	from	sales	and	services
94,133
	
78,453
	
51,671
	
Automotive	leasing
2,120
	
2,476
	
1,642
	
Energy	generation	and	storage	leasing
520
	
533
	
510
	
Total	revenues
$
96,773
	
$
81,462
	
$
53,823
	
Automotive	Segment
Automotive	Sales
Automotive	sales	revenue	includes	revenues	related	to	cash	and	financing	deliveries	of	new	vehicles,	and	specific	other	features	and	services	that
meet	the	definition	of	a	performance	obligation	under	ASC	606,	including	access	to	our	FSD	Capability	features	and	their	ongoing	maintenance,	internet
connectivity,	free	Supercharging	programs	and	over-the-air	software	updates.	We	recognize	revenue	on	automotive	sales	upon	delivery	to	the	customer,
which	is	when	the	control	of	a	vehicle	transfers.	Payments	are	typically	received	at	the	point	control	transfers	or	in	accordance	with	payment	terms
customary	to	the	business,	except	sales	we	finance	for	which	payments	are	collected	over	the	contractual	loan	term.	We	also	recognize	a	sales	return


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reserve	based	on	historical	experience	plus	consideration	for	expected	future	market	values,	when	we	offer	resale	value	guarantees	or	similar	buyback
terms.	Other	features	and	services	such	as	access	to	our	internet	connectivity,	unlimited	free	Supercharging	and	over-the-air	software	updates	are
provisioned	upon	control	transfer	of	a	vehicle	and	recognized	over	time	on	a	straight-line	basis	as	we	have	a	stand-ready	obligation	to	deliver	such
services	to	the	customer.	Other	limited	free	Supercharging	incentives	are	recognized	based	on	actual	usage	or	expiration,	whichever	is	earlier.	We
recognize	revenue	related	to	these	other	features	and	services	over	the	performance	period,	which	is	generally	the	expected	ownership	life	of	the	vehicle.
Revenue	related	to	FSD	Capability	features	is	recognized	when	functionality	is	delivered	to	the	customer	and	their	ongoing	maintenance	is	recognized
over	time.	For	our	obligations	related	to	automotive	sales,	we	estimate	standalone	selling	price	by	considering	costs	used	to	develop	and	deliver	the
service,	third-party	pricing	of	similar	options	and	other	information	that	may	be	available.
Any	fees	that	are	paid	or	payable	by	us	to	a	customer’s	lender	when	we	arrange	the	financing	are	recognized	as	an	offset	against	automotive	sales
revenue.	Costs	to	obtain	a	contract	mainly	relate	to	commissions	paid	to	our	sales	personnel	for	the	sale	of	vehicles.	As	our	contract	costs	related	to
automotive	sales	are	typically	fulfilled	within	one	year,	the	costs	to	obtain	a	contract	are	expensed	as	incurred.	Amounts	billed	to	customers	related	to
shipping	and	handling	are	classified	as	automotive	sales	revenue,	and	we	have	elected	to	recognize	the	cost	for	freight	and	shipping	when	control	over


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vehicles,	parts	or	accessories	have	transferred	to	the	customer	as	an	expense	in	cost	of	automotive	sales	revenue.	Our	policy	is	to	exclude	taxes
collected	from	a	customer	from	the	transaction	price	of	automotive	contracts.
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We	offer	resale	value	guarantees	to	our	commercial	banking	partners	in	connection	with	certain	vehicle	leasing	programs.	Under	these	programs,
we	originate	the	lease	with	our	end	customer	and	immediately	transfer	the	lease	and	the	underlying	vehicle	to	our	commercial	banking	partner,	with	the
transaction	being	accounted	for	as	a	sale	under	ASC	606.	We	receive	upfront	payment	for	the	vehicle,	do	not	bear	casualty	and	credit	risks	during	the
lease	term,	and	we	provide	a	guarantee	capped	to	a	limit	if	they	are	unable	to	sell	the	vehicle	at	or	above	the	vehicle’s	contract	residual	value	at	the	end
of	the	lease	term.	We	estimate	a	guarantee	liability	in	accordance	with	ASC	460,	
Guarantees	
and	record	it	within	other	liabilities	on	our	consolidated
balance	sheet.	On	a	quarterly	basis,	we	assess	the	estimated	market	value	of	vehicles	sold	under	this	program	to	determine	whether	there	have	been
changes	to	the	amount	of	expected	resale	value	guarantee	payments.	As	we	accumulate	more	data	related	to	the	resale	values	of	our	vehicles	or	as
market	conditions	change,	there	may	be	material	changes	to	their	estimated	values.	The	total	guarantee	liability	on	vehicles	sold	under	this	program	was
immaterial	as	of	December	31,	2023.
Deferred	revenue	related	to	the	access	to	our	FSD	Capability	features	and	their	ongoing	maintenance,	internet	connectivity,	free	Supercharging
programs	and	over-the-air	software	updates	primarily	on	automotive	sales	consisted	of	the	following	(in	millions):
Year	Ended	December	31,
2023
2022
Deferred	revenue—	beginning	of	period
$
2,913
	
$
2,382
	
Additions
1,201
	
1,178


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Additions
1,201
	
1,178
	
Net	changes	in	liability	for	pre-existing	contracts
17
	
(
67
)
Revenue	recognized
(
595
)
(
580
)
Deferred	revenue—	end	of	period
$
3,536
	
$
2,913
	
Deferred	revenue	is	equivalent	to	the	total	transaction	price	allocated	to	the	performance	obligations	that	are	unsatisfied,	or	partially	unsatisfied,	as
of	the	balance	sheet	date.	Revenue	recognized	from	the	deferred	revenue	balance	as	of	December	31,	2022	was	$
469
	million	for	the	year	ended
December	31,	2023.	We	had	recognized	revenue	of	$
472
	million	from	the	deferred	revenue	balance	as	of	December	31,	2021,	for	the	year	ended
December	31,	2022,	primarily	related	to	the	general	FSD	Capability	feature	release	in	North	America	in	the	fourth	quarter	of	2022.	Of	the	total	deferred
revenue	balance	as	of	December	31,	2023,	we	expect	to	recognize	$
926
	million	of	revenue	in	the	next	
12
	months.	The	remaining	balance	will	be
recognized	at	the	time	of	transfer	of	control	of	the	product	or	over	the	performance	period	as	discussed	above	in	Automotive	Sales.
We	have	been	providing	loans	for	financing	our	automotive	deliveries	in	volume	since	fiscal	year	2022.	As	of	December	31,	2023	and	2022,	we	have
recorded	net	financing	receivables	on	the	consolidated	balance	sheets,	of	which	$
242
	million	and	$
128
	million,	respectively,	is	recorded	within	Accounts
receivable,	net,	for	the	current	portion	and	$
1.04
	billion	and	$
665
	million,	respectively,	is	recorded	within	Other	non-current	assets	for	the	long-term


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portion.
Automotive	Regulatory	Credits
We	earn	tradable	credits	in	the	operation	of	our	automotive	business	under	various	regulations	related	to	ZEVs,	greenhouse	gas,	fuel	economy	and
clean	fuel.	We	sell	these	credits	to	other	regulated	entities	who	can	use	the	credits	to	comply	with	emission	standards	and	other	regulatory	requirements.
Payments	for	automotive	regulatory	credits	are	typically	received	at	the	point	control	transfers	to	the	customer,	or	in	accordance	with	payment
terms	customary	to	the	business.	We	recognize	revenue	on	the	sale	of	automotive	regulatory	credits,	which	have	negligible	incremental	costs	associated
with	them,	at	the	time	control	of	the	regulatory	credits	is	transferred	to	the	purchasing	party.	Deferred	revenue	related	to	sales	of	automotive	regulatory
credits	was	immaterial	as	of	December	31,	2023	and	2022.	Revenue	recognized	from	the	deferred	revenue	balance	as	of	December	31,	2022	and	2021
was	immaterial	for	the	years	ended	December	31,	2023	and	2022.	During	the	year	ended	December	31,	2022,	we	had	also	recognized	$
288
	million	in
revenue	due	to	changes	in	regulation	which	entitled	us	to	additional	consideration	for	credits	sold	previously.
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Automotive	Leasing	Revenue
Direct	Vehicle	Operating	Leasing	Program
We	have	outstanding	leases	under	our	direct	vehicle	operating	leasing	programs	in	the	U.S.,	Canada	and	in	certain	countries	in	Europe.	Qualifying
customers	are	permitted	to	lease	a	vehicle	directly	from	Tesla	for	up	to	
48
	months.	At	the	end	of	the	lease	term,	customers	are	generally	required	to
return	the	vehicles	to	us.	We	account	for	these	leasing	transactions	as	operating	leases.	We	record	leasing	revenues	to	
automotive	leasing	revenue
	on	a
straight-line	basis	over	the	contractual	term,	and	we	record	the	depreciation	of	these	vehicles	to	cost	of	automotive	leasing	revenue.	For	the	years	ended
December	31,	2023,	2022	and	2021,	we	recognized	$
1.86
	billion,	$
1.75
	billion	and	$
1.25
	billion	of	direct	vehicle	leasing	revenue,	respectively.	As	of
December	31,	2023	and	2022,	we	had	deferred	$
458
	million	and	$
407
	million,	respectively,	of	lease-related	upfront	payments,	which	will	be	recognized
on	a	straight-line	basis	over	the	contractual	terms	of	the	individual	leases.
Our	policy	is	to	exclude	taxes	collected	from	a	customer	from	the	transaction	price	of	automotive	contracts.
Direct	Sales-Type	Leasing	Program
We	have	outstanding	direct	leases	and	vehicles	financed	by	us	under	loan	arrangements	accounted	for	as	sales-type	leases	under	ASC	842,	
Leases
(“ASC	842”),	in	certain	countries	in	Asia	and	Europe.	Depending	on	the	specific	program,	customers	may	or	may	not	have	a	right	to	return	the	vehicle	to


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us	during	or	at	the	end	of	the	lease	term.	If	the	customer	does	not	have	a	right	to	return,	the	customer	will	take	title	to	the	vehicle	at	the	end	of	the	lease
term	after	making	all	contractual	payments.	Under	the	programs	for	which	there	is	a	right	to	return,	the	purchase	option	is	reasonably	certain	to	be
exercised	by	the	lessee	and	we	therefore	expect	the	customer	to	take	title	to	the	vehicle	at	the	end	of	the	lease	term	after	making	all	contractual
payments.	Our	arrangements	under	these	programs	can	have	terms	for	up	to	
72
	months.	We	recognize	all	revenue	and	costs	associated	with	the	sales-
type	lease	as	automotive	leasing	revenue	and	automotive	leasing	cost	of	revenue,	respectively,	upon	delivery	of	the	vehicle	to	the	customer.	Interest
income	based	on	the	implicit	rate	in	the	lease	is	recorded	to	automotive	leasing	revenue	over	time	as	customers	are	invoiced	on	a	monthly	basis.	For	the
years	ended	December	31,	2023,	2022	and	2021,	we	recognized	$
215
	million,	$
683
	million	and	$
369
	million,	respectively,	of	sales-type	leasing	revenue
and	$
164
	million,	$
427
	million	and	$
234
	million,	respectively,	of	sales-type	leasing	cost	of	revenue.
Services	and	Other	Revenue
Services	and	other	revenue	consists	of	sales	of	used	vehicles,	non-warranty	after-sales	vehicle	services,	body	shop	and	parts,	paid	Supercharging,
vehicle	insurance	revenue	and	retail	merchandise.
Revenues	related	to	repair,	maintenance	and	vehicle	insurance	services	are	recognized	over	time	as	services	are	provided	and	extended	service


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plans	are	recognized	over	the	performance	period	of	the	service	contract	as	the	obligation	represents	a	stand-ready	obligation	to	the	customer.	We	sell
used	vehicles,	services,	service	plans,	vehicle	components	and	merchandise	separately	and	thus	use	standalone	selling	prices	as	the	basis	for	revenue
allocation	to	the	extent	that	these	items	are	sold	in	transactions	with	other	performance	obligations.	Payment	for	used	vehicles,	services,	vehicle
components,	and	merchandise	are	typically	received	at	the	point	when	control	transfers	to	the	customer	or	in	accordance	with	payment	terms	customary
to	the	business.	Payments	received	for	prepaid	plans	are	refundable	upon	customer	cancellation	of	the	related	contracts	and	are	included	within
Customer	deposits	on	the	consolidated	balance	sheets.	We	record	in	Deferred	revenue	any	non-refundable	prepayment	amounts	that	are	collected	from
customers	and	unearned	insurance	premiums,	which	is	recognized	as	revenue	ratably	over	the	respective	customer	contract	term.	Deferred	revenue
excluding	unearned	insurance	premiums	was	immaterial	as	of	December	31,	2023	and	2022.
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Energy	Generation	and	Storage	Segment
Energy	Generation	and	Storage	Sales
Energy	generation	and	storage	sales	revenue	consists	of	the	sale	of	solar	energy	systems	and	energy	storage	systems	to	residential,	small
commercial,	large	commercial	and	utility	grade	customers.	Sales	of	solar	energy	systems	to	residential	and	small	scale	commercial	customers	consist	of
the	engineering,	design	and	installation	of	the	system.	Residential	and	small	scale	commercial	customers	pay	the	full	purchase	price	of	the	solar	energy
system	upfront.	Revenue	for	the	design	and	installation	obligation	is	recognized	when	control	transfers,	which	is	when	we	install	a	solar	energy	system
and	the	system	passes	inspection	by	the	utility	or	the	authority	having	jurisdiction.	Sales	of	energy	storage	systems	to	residential	and	small	scale
commercial	customers	consist	of	the	installation	of	the	energy	storage	system	and	revenue	is	recognized	when	control	transfers,	which	is	when	the
product	has	been	delivered	or,	if	we	are	performing	installation,	when	installed	and	commissioned.	Payment	for	such	storage	systems	is	made	upon
invoice	or	in	accordance	with	payment	terms	customary	to	the	business.
For	large	commercial	and	utility	grade	energy	storage	system	sales	which	consist	of	the	engineering,	design	and	installation	of	the	system,
customers	make	milestone	payments	that	are	consistent	with	contract-specific	phases	of	a	project.	Revenue	from	such	contracts	is	recognized	over	time
using	the	percentage	of	completion	method	based	on	cost	incurred	as	a	percentage	of	total	estimated	contract	costs	for	energy	storage	system	sales.
In	instances	where	there	are	multiple	performance	obligations	in	a	single	contract,	we	allocate	the	consideration	to	the	various	obligations	in	the
contract	based	on	the	relative	standalone	selling	price	method.	Standalone	selling	prices	are	estimated	based	on	estimated	costs	plus	margin	or	by	using


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market	data	for	comparable	products.	Costs	to	obtain	a	contract	relate	mainly	to	commissions	paid	to	our	sales	personnel	related	to	the	sale	of	energy
storage	systems.	As	our	contract	costs	related	to	energy	storage	system	sales	are	typically	fulfilled	within	one	year,	the	costs	to	obtain	a	contract	are
expensed	as	incurred.
As	part	of	our	energy	storage	system	contracts,	we	may	provide	the	customer	with	performance	guarantees	that	warrant	that	the	underlying	system
will	meet	or	exceed	the	minimum	energy	performance	requirements	specified	in	the	contract.	If	an	energy	storage	system	does	not	meet	the
performance	guarantee	requirements,	we	may	be	required	to	pay	liquidated	damages.	Other	forms	of	variable	consideration	related	to	our	large
commercial	and	utility	grade	energy	storage	system	contracts	include	variable	customer	payments	that	will	be	made	based	on	our	energy	market
participation	activities.	Such	guarantees	and	variable	customer	payments	represent	a	form	of	variable	consideration	and	are	estimated	at	contract
inception	at	their	most	likely	amount	and	updated	at	the	end	of	each	reporting	period	as	additional	performance	data	becomes	available.	Such	estimates
are	included	in	the	transaction	price	only	to	the	extent	that	it	is	probable	a	significant	reversal	of	revenue	will	not	occur.
We	record	as	deferred	revenue	any	non-refundable	amounts	that	are	collected	from	customers	related	to	fees	charged	for	prepayments,	which	is
recognized	as	revenue	ratably	over	the	respective	customer	contract	term.	As	of	December	31,	2023	and	2022,	deferred	revenue	related	to	such
customer	payments	amounted	to	$
1.60
	billion	and	$
863
	million,	respectively,	mainly	due	to	contractual	payment	terms.	Revenue	recognized	from	the


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deferred	revenue	balance	as	of	December	31,	2022	and	2021	was	$
571
	million	and	$
171
	million	for	the	years	ended	December	31,	2023	and	2022,
respectively.	We	have	elected	the	practical	expedient	to	omit	disclosure	of	the	amount	of	the	transaction	price	allocated	to	remaining	performance
obligations	for	energy	generation	and	storage	sales	with	an	original	expected	contract	length	of	one	year	or	less	and	the	amount	that	we	have	the	right	to
invoice	when	that	amount	corresponds	directly	with	the	value	of	the	performance	to	date.	As	of	December	31,	2023,	total	transaction	price	allocated	to
performance	obligations	that	were	unsatisfied	or	partially	unsatisfied	for	contracts	with	an	original	expected	length	of	more	than	one	year	was	$
3.43
billion.	Of	this	amount,	we	expect	to	recognize	$
1.05
	billion	in	the	next	
12
	months	and	the	rest	over	the	remaining	performance	obligation	period.
We	have	been	providing	loans	for	financing	our	energy	generation	products	in	volume	since	fiscal	year	2022.	As	of	December	31,	2023	and	2022,
we	have	recorded	net	financing	receivables	on	the	consolidated	balance	sheets,	of	which	$
31
	million	and	$
24
	million,	respectively,	is	recorded	within
Accounts	receivable,	net,	for	the	current	portion	and	$
578
	million	and	$
387
	million,	respectively,	is	recorded	within	Other	non-current	assets	for	the	long-
term	portion.
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Energy	Generation	and	Storage	Leasing
For	revenue	arrangements	where	we	are	the	lessor	under	operating	lease	agreements	for	energy	generation	and	storage	products,	we	record	lease
revenue	from	minimum	lease	payments,	including	upfront	rebates	and	incentives	earned	from	such	systems,	on	a	straight-line	basis	over	the	life	of	the
lease	term,	assuming	all	other	revenue	recognition	criteria	have	been	met.	The	difference	between	the	payments	received	and	the	revenue	recognized	is
recorded	as	deferred	revenue	or	deferred	asset	on	the	consolidated	balance	sheet.
For	solar	energy	systems	where	customers	purchase	electricity	from	us	under	PPAs	prior	to	January	1,	2019,	we	have	determined	that	these
agreements	should	be	accounted	for	as	operating	leases	pursuant	to	ASC	840,	
Leases
.	Revenue	is	recognized	based	on	the	amount	of	electricity
delivered	at	rates	specified	under	the	contracts,	assuming	all	other	revenue	recognition	criteria	are	met.
We	record	as	deferred	revenue	any	amounts	that	are	collected	from	customers,	including	lease	prepayments,	in	excess	of	revenue	recognized,
which	is	recognized	as	revenue	ratably	over	the	respective	customer	contract	term.	As	of	December	31,	2023	and	2022,	deferred	revenue	related	to	such
customer	payments	amounted	to	$
181
	million	and	$
191
	million,	respectively.	Deferred	revenue	also	includes	the	portion	of	rebates	and	incentives
received	from	utility	companies	and	various	local	and	state	government	agencies,	which	is	recognized	as	revenue	over	the	lease	term.	As	of
December	31,	2023	and	2022,	deferred	revenue	from	rebates	and	incentives	was	immaterial.


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We	capitalize	initial	direct	costs	from	the	execution	of	agreements	for	solar	energy	systems	and	PPAs,	which	include	the	referral	fees	and	sales
commissions,	as	an	element	of	solar	energy	systems,	net,	and	subsequently	amortize	these	costs	over	the	term	of	the	related	agreements.
Cost	of	Revenues
Automotive	Segment
Automotive	Sales
Cost	of	automotive	sales	revenue	includes	direct	and	indirect	materials,	labor	costs,	manufacturing	overhead,	including	depreciation	costs	of	tooling
and	machinery,	shipping	and	logistic	costs,	vehicle	connectivity	costs,	FSD	Capability	ongoing	maintenance	costs,	allocations	of	electricity	and
infrastructure	costs	related	to	our	Supercharger	network	and	reserves	for	estimated	warranty	expenses.	Cost	of	automotive	sales	revenues	also	includes
adjustments	to	warranty	expense	and	charges	to	write	down	the	carrying	value	of	our	inventory	when	it	exceeds	its	estimated	net	realizable	value	and	to
provide	for	obsolete	and	on-hand	inventory	in	excess	of	forecasted	demand.	Additionally,	cost	of	automotive	sales	revenue	benefits	from	manufacturing
credits	earned.
Automotive	Leasing
Cost	of	automotive	leasing	revenue	includes	the	depreciation	of	operating	lease	vehicles,	cost	of	goods	sold	associated	with	direct	sales-type	leases
and	warranty	expense	related	to	leased	vehicles.
Services	and	Other
Costs	of	services	and	other	revenue	includes	cost	of	used	vehicles	including	refurbishment	costs,	costs	associated	with	providing	non-warranty
after-sales	services,	costs	associated	with	our	body	shops	and	part	sales,	costs	of	paid	Supercharging,	costs	to	provide	vehicle	insurance	and	costs	for
retail	merchandise.
Energy	Generation	and	Storage	Segment
Energy	Generation	and	Storage


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Energy	Generation	and	Storage	Segment
Energy	Generation	and	Storage
Cost	of	energy	generation	and	storage	revenue	includes	direct	and	indirect	material	and	labor	costs,	overhead	costs,	freight,	warranty	expense,	and
amortization	of	certain	acquired	intangible	assets.	Cost	of	energy	generation	and	storage	revenue	also	includes	charges	to	write	down	the	carrying	value
of	our	inventory	when	it	exceeds	its	estimated	net	realizable	value	and	to	provide	for	obsolete	and	on-hand	inventory	in	excess	of	forecasted	demand.
Additionally,	cost	of	energy	generation	and	storage	revenue	benefits	from	manufacturing	credits	earned.	In	agreements	for	solar	energy	systems	and
PPAs	where	we	are	the	lessor,	the	cost	of	revenue	is	primarily	comprised	of	depreciation	of	the	cost	of	leased	solar	energy	systems,	maintenance	costs
associated	with	those	systems	and	amortization	of	any	initial	direct	costs.
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Research	and	Development	Costs
Research	and	development	costs	are	expensed	as	incurred.
Income	Taxes
We	are	subject	to	income	taxes	in	the	U.S.	and	in	many	foreign	jurisdictions.	Income	taxes	are	computed	using	the	asset	and	liability	method,	under
which	deferred	tax	assets	and	liabilities	are	determined	based	on	the	difference	between	the	financial	statement	and	tax	bases	of	assets	and	liabilities
using	enacted	tax	rates	in	effect	for	the	year	in	which	the	differences	are	expected	to	affect	taxable	income.	Valuation	allowances	are	established	when
necessary	to	reduce	deferred	tax	assets	to	the	amount	expected	to	be	realized.
We	monitor	the	realizability	of	our	deferred	tax	assets	taking	into	account	all	relevant	factors	at	each	reporting	period.	Significant	judgment	is
required	in	determining	our	provision	for	income	taxes,	our	deferred	tax	assets	and	liabilities	and	any	valuation	allowance	recorded	against	our	net
deferred	tax	assets	that	are	not	more	likely	than	not	to	be	realized.	In	completing	our	assessment	of	realizability	of	our	deferred	tax	assets,	we	consider
our	history	of	income	(loss)	measured	at	pre-tax	income	(loss)	adjusted	for	permanent	book-tax	differences	on	a	jurisdictional	basis,	volatility	in	actual
earnings,	excess	tax	benefits	related	to	stock-based	compensation	in	recent	prior	years,	and	impacts	of	the	timing	of	reversal	of	existing	temporary
differences.	We	also	rely	on	our	assessment	of	the	Company’s	projected	future	results	of	business	operations,	including	uncertainty	in	future	operating
results	relative	to	historical	results,	volatility	in	the	market	price	of	our	common	stock	and	its	performance	over	time,	variable	macroeconomic	conditions


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impacting	our	ability	to	forecast	future	taxable	income,	and	changes	in	business	that	may	affect	the	existence	and	magnitude	of	future	taxable	income.
Our	valuation	allowance	assessment	is	based	on	our	best	estimate	of	future	results	considering	all	available	information.
We	record	liabilities	related	to	uncertain	tax	positions	when,	despite	our	belief	that	our	tax	return	positions	are	supportable,	we	believe	that	it	is
more	likely	than	not	that	those	positions	may	not	be	fully	sustained	upon	review	by	tax	authorities.	Accrued	interest	and	penalties	related	to
unrecognized	tax	benefits	are	classified	as	income	tax	expense.
The	Tax	Cuts	and	Jobs	Act	subjects	a	U.S.	shareholder	to	tax	on	global	intangible	low-taxed	income	(“GILTI”)	earned	by	certain	foreign	subsidiaries.
Under	GAAP,	we	can	make	an	accounting	policy	election	to	either	treat	taxes	due	on	the	GILTI	inclusion	as	a	current	period	expense	or	factor	such
amounts	into	our	measurement	of	deferred	taxes.	We	elected	the	deferred	method,	under	which	we	recorded	the	corresponding	deferred	tax	assets	and
liabilities	in	our	consolidated	balance	sheets.
Comprehensive	Income
Comprehensive	income	is	comprised	of	net	income	and	other	comprehensive	income	(loss).	Other	comprehensive	income	(loss)	consists	of	foreign
currency	translation	adjustments	and	unrealized	net	gains	and	losses	on	investments	that	have	been	excluded	from	the	determination	of	net	income.
Stock-Based	Compensation
We	use	the	fair	value	method	of	accounting	for	our	stock	options	and	RSUs	granted	to	employees	and	for	our	ESPP	to	measure	the	cost	of	employee


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services	received	in	exchange	for	the	stock-based	awards.	The	fair	value	of	stock	option	awards	with	only	service	and/or	performance	conditions	is
estimated	on	the	grant	or	offering	date	using	the	Black-Scholes	option-pricing	model.	The	Black-Scholes	option-pricing	model	requires	inputs	such	as	the
risk-free	interest	rate,	expected	term	and	expected	volatility.	These	inputs	are	subjective	and	generally	require	significant	judgment.	The	fair	value	of
RSUs	is	measured	on	the	grant	date	based	on	the	closing	fair	market	value	of	our	common	stock.	The	resulting	cost	is	recognized	over	the	period	during
which	an	employee	is	required	to	provide	service	in	exchange	for	the	awards,	usually	the	vesting	period,	which	is	generally	
four	years
	for	stock	options
and	RSUs	and	
six	months
	for	the	ESPP.	Stock-based	compensation	expense	is	recognized	on	a	straight-line	basis,	net	of	actual	forfeitures	in	the	period.
For	performance-based	awards,	stock-based	compensation	expense	is	recognized	over	the	expected	performance	achievement	period	of	individual
performance	milestones	when	the	achievement	of	each	individual	performance	milestone	becomes	probable.
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As	we	accumulate	additional	employee	stock-based	awards	data	over	time	and	as	we	incorporate	market	data	related	to	our	common	stock,	we	may
calculate	significantly	different	volatilities	and	expected	lives,	which	could	materially	impact	the	valuation	of	our	stock-based	awards	and	the	stock-based
compensation	expense	that	we	will	recognize	in	future	periods.	Stock-based	compensation	expense	is	recorded	in	Cost	of	revenues,	Research	and
development	expense	and	Selling,	general	and	administrative	expense	in	the	consolidated	statements	of	operations.
Noncontrolling	Interests	and	Redeemable	Noncontrolling	Interests
Noncontrolling	interests	and	redeemable	noncontrolling	interests	represent	third-party	interests	in	the	net	assets	under	certain	funding
arrangements,	or	funds,	that	we	have	entered	into	to	finance	the	costs	of	solar	energy	systems	and	vehicles	under	operating	leases.	We	have	determined
that	the	contractual	provisions	of	the	funds	represent	substantive	profit-sharing	arrangements.	We	have	further	determined	that	the	methodology	for
calculating	the	noncontrolling	interest	and	redeemable	noncontrolling	interest	balances	that	reflects	the	substantive	profit-sharing	arrangements	is	a
balance	sheet	approach	using	the	hypothetical	liquidation	at	book	value	(“HLBV”)	method.	We,	therefore,	determine	the	amount	of	the	noncontrolling
interests	and	redeemable	noncontrolling	interests	in	the	net	assets	of	the	funds	at	each	balance	sheet	date	using	the	HLBV	method,	which	is	presented	on
the	consolidated	balance	sheet	as	noncontrolling	interests	in	subsidiaries	and	redeemable	noncontrolling	interests	in	subsidiaries.	Under	the	HLBV
method,	the	amounts	reported	as	noncontrolling	interests	and	redeemable	noncontrolling	interests	in	the	consolidated	balance	sheet	represent	the


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amounts	the	third	parties	would	hypothetically	receive	at	each	balance	sheet	date	under	the	liquidation	provisions	of	the	funds,	assuming	the	net	assets
of	the	funds	were	liquidated	at	their	recorded	amounts	determined	in	accordance	with	GAAP	and	with	tax	laws	effective	at	the	balance	sheet	date	and
distributed	to	the	third	parties.	The	third	parties’	interests	in	the	results	of	operations	of	the	funds	are	determined	as	the	difference	in	the	noncontrolling
interest	and	redeemable	noncontrolling	interest	balances	in	the	consolidated	balance	sheets	between	the	start	and	end	of	each	reporting	period,	after
taking	into	account	any	capital	transactions	between	the	funds	and	the	third	parties.	However,	the	redeemable	noncontrolling	interest	balance	is	at	least
equal	to	the	redemption	amount.	The	redeemable	noncontrolling	interest	balance	is	presented	as	temporary	equity	in	the	mezzanine	section	of	the
consolidated	balance	sheet	since	these	third	parties	have	the	right	to	redeem	their	interests	in	the	funds	for	cash	or	other	assets.	For	certain	funds,	there
have	been	significant	fluctuations	in	net	(loss)	income	attributable	to	noncontrolling	interests	and	redeemable	noncontrolling	interests	in	subsidiaries	due
to	changes	in	the	liquidation	provisions	as	time-based	milestones	have	been	reached.
Net	Income	per	Share	of	Common	Stock	Attributable	to	Common	Stockholders
Basic	net	income	per	share	of	common	stock	attributable	to	common	stockholders	is	calculated	by	dividing	net	income	attributable	to	common
stockholders	by	the	weighted-average	shares	of	common	stock	outstanding	for	the	period.	Potentially	dilutive	shares,	which	are	based	on	the	weighted-


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average	shares	of	common	stock	underlying	outstanding	stock-based	awards,	warrants	and	convertible	senior	notes	using	the	treasury	stock	method	or
the	if-converted	method,	as	applicable,	are	included	when	calculating	diluted	net	income	per	share	of	common	stock	attributable	to	common	stockholders
when	their	effect	is	dilutive.
Furthermore,	in	connection	with	the	offerings	of	our	convertible	senior	notes,	we	entered	into	convertible	note	hedges	and	warrants	(see	Note	11,
Debt
).	However,	our	convertible	note	hedges	are	not	included	when	calculating	potentially	dilutive	shares	since	their	effect	is	always	anti-dilutive.	The
strike	price	on	the	warrants	were	below	our	average	share	price	during	the	period	and	were	included	in	the	tables	below.	Warrants	are	included	in	the
weighted-average	shares	used	in	computing	basic	net	income	per	share	of	common	stock	in	the	period(s)	they	are	settled.
The	following	table	presents	the	reconciliation	of	net	income	attributable	to	common	stockholders	to	net	income	used	in	computing	basic	and
diluted	net	income	per	share	of	common	stock	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Net	income	attributable	to	common	stockholders
$
14,997
	
$
12,556
	
$
5,519
	
Less:	Buy-out	of	noncontrolling	interest
(
2
)
(
27
)
(
5
)
Net	income	used	in	computing	basic	net	income	per	share	of	common	stock
14,999
	
12,583
	
5,524
	
Less:	Dilutive	convertible	debt
—
	
(
1
)
(
9
)
Net	income	used	in	computing	diluted	net	income	per	share	of	common	stock
$
14,999
	
$


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The	following	table	presents	the	reconciliation	of	basic	to	diluted	weighted	average	shares	used	in	computing	net	income	per	share	of	common
stock	attributable	to	common	stockholders	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Weighted	average	shares	used	in	computing	net	income	per	share	of	common	stock,
basic
3,174
3,130
2,959
Add:
Stock-based	awards
298
310
292
Convertible	senior	notes
2
3
29
Warrants
11
32
106
Weighted	average	shares	used	in	computing	net	income	per	share	of	common	stock,
diluted
3,485
3,475
3,386
The	following	table	presents	the	potentially	dilutive	shares	that	were	excluded	from	the	computation	of	diluted	net	income	per	share	of	common
stock	attributable	to	common	stockholders,	because	their	effect	was	anti-dilutive	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Stock-based	awards
12
4
1
Business	Combinations
We	account	for	business	acquisitions	under	ASC	805,	
Business	Combinations
.	The	total	purchase	consideration	for	an	acquisition	is	measured	as	the
fair	value	of	the	assets	given,	equity	instruments	issued	and	liabilities	assumed	at	the	acquisition	date.	Costs	that	are	directly	attributable	to	the
acquisition	are	expensed	as	incurred.	Identifiable	assets	(including	intangible	assets),	liabilities	assumed	(including	contingent	liabilities)	and
noncontrolling	interests	in	an	acquisition	are	measured	initially	at	their	fair	values	at	the	acquisition	date.	We	recognize	goodwill	if	the	fair	value	of	the
total	purchase	consideration	and	any	noncontrolling	interests	is	in	excess	of	the	net	fair	value	of	the	identifiable	assets	acquired	and	the	liabilities


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assumed.	We	recognize	a	bargain	purchase	gain	within	Other	income	(expense),	net,	in	the	consolidated	statement	of	operations	if	the	net	fair	value	of
the	identifiable	assets	acquired	and	the	liabilities	assumed	is	in	excess	of	the	fair	value	of	the	total	purchase	consideration	and	any	noncontrolling
interests.	We	include	the	results	of	operations	of	the	acquired	business	in	the	consolidated	financial	statements	beginning	on	the	acquisition	date.
Cash	and	Cash	Equivalents
All	highly	liquid	investments	with	an	original	maturity	of	three	months	or	less	at	the	date	of	purchase	are	considered	cash	equivalents.	Our	cash
equivalents	are	primarily	comprised	of	U.S.	government	securities,	money	market	funds	and	commercial	paper.
Restricted	Cash
We	maintain	certain	cash	balances	restricted	as	to	withdrawal	or	use.	Our	restricted	cash	is	comprised	primarily	of	cash	held	to	service	certain
payments	under	various	secured	debt	facilities.	In	addition,	restricted	cash	includes	cash	held	as	collateral	for	sales	to	lease	partners	with	a	resale	value
guarantee,	letters	of	credit,	real	estate	leases	and	deposits	held	for	our	insurance	services.	We	record	restricted	cash	as	other	assets	in	the	consolidated
balance	sheets	and	determine	current	or	non-current	classification	based	on	the	expected	duration	of	the	restriction.
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Our	total	cash	and	cash	equivalents	and	restricted	cash,	as	presented	in	the	consolidated	statements	of	cash	flows,	was	as	follows	(in	millions):
December	31,
2023
December	31,
2022
December	31,
2021
Cash	and	cash	equivalents
$
16,398
	
$
16,253
	
$
17,576
	
Restricted	cash	included	in	prepaid	expenses	and	other	current	assets
543
	
294
	
345
	
Restricted	cash	included	in	other	non-current	assets
248
	
377
	
223
	
Total	as	presented	in	the	consolidated	statements	of	cash	flows
$
17,189
	
$
16,924
	
$
18,144
	
Investments
Investments	may	be	comprised	of	a	combination	of	marketable	securities,	including
	
U.S.	government	securities,	corporate	debt	securities,
commercial	paper,	time	deposits,	and	certain	certificates	of	deposit,	which	are	all	designated	as	available-for-sale	and	reported	at	estimated	fair	value,
with	unrealized	gains	and	losses	recorded	in	accumulated	other	comprehensive	income	which	is	included	within	stockholders’	equity.	Available-for-sale
marketable	securities	with	maturities	greater	than	three	months	at	the	date	of	purchase	are	included	in	short-term	investments	in	our	consolidated
balance	sheets.	Interest,	dividends,	amortization	and	accretion	of	purchase	premiums	and	discounts	on	these	investments	are	included	within	Interest
income	in	our	consolidated	statements	of	operations.
The	cost	of	available-for-sale	investments	sold	is	based	on	the	specific	identification	method.	Realized	gains	and	losses	on	the	sale	of	available-for-
sale	investments	are	recorded	in	Other	income	(expense),	net.


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We	regularly	review	all	of	our	investments	for	declines	in	fair	value.	The	review	includes	but	is	not	limited	to	(i)	the	consideration	of	the	cause	of	the
decline,	(ii)	any	currently	recorded	expected	credit	losses	and	(iii)	the	creditworthiness	of	the	respective	security	issuers.	The	amortized	cost	basis	of	our
investments	approximates	its	fair	value.
Accounts	Receivable	and	Allowance	for	Doubtful	Accounts
Accounts	receivable	primarily	include	amounts	related	to	receivables	from	financial	institutions	and	leasing	companies	offering	various	financing
products	to	our	customers,	sales	of	energy	generation	and	storage	products,	sales	of	regulatory	credits	to	other	automotive	manufacturers	and
government	rebates	already	passed	through	to	customers.	We	provide	an	allowance	against	accounts	receivable	for	the	amount	we	expect	to	be
uncollectible.	We	write-off	accounts	receivable	against	the	allowance	when	they	are	deemed	uncollectible.
Depending	on	the	day	of	the	week	on	which	the	end	of	a	fiscal	quarter	falls,	our	accounts	receivable	balance	may	fluctuate	as	we	are	waiting	for
certain	customer	payments	to	clear	through	our	banking	institutions	and	receipts	of	payments	from	our	financing	partners,	which	can	take	up	to
approximately	two	weeks	based	on	the	contractual	payment	terms	with	such	partners.	Our	accounts	receivable	balances	associated	with	our	sales	of
regulatory	credits	are	dependent	on	contractual	payment	terms.	Additionally,	government	rebates	can	take	up	to	a	year	or	more	to	be	collected
depending	on	the	customary	processing	timelines	of	the	specific	jurisdictions	issuing	them.	These	various	factors	may	have	a	significant	impact	on	our
accounts	receivable	balance	from	period	to	period.


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accounts	receivable	balance	from	period	to	period.
	As	of	December	31,	2023	and	2022,	we	had	$
207
	million	and	$
753
	million,	respectively,	of	long-term
government	rebates	receivable	in	Other	non-current	assets	in	our	consolidated	balance	sheets.
Financing	Receivables
We	provide	financing	options	to	our	customers	for	our	automotive	and	energy	products.	Financing	receivables	are	carried	at	amortized	cost,	net	of
allowance	for	loan	losses.	Provisions	for	loan	losses	are	charged	to	operations	in	amounts	sufficient	to	maintain	the	allowance	for	loan	losses	at	levels
considered	adequate	to	cover	expected	credit	losses	on	the	financing	receivables.	In	determining	expected	credit	losses,	we	consider	our	historical	level
of	credit	losses,	current	economic	trends,	and	reasonable	and	supportable	forecasts	that	affect	the	collectability	of	the	future	cash	flows.
When	originating	consumer	receivables,	we	review	the	credit	application,	the	proposed	contract	terms,	credit	bureau	information	(e.g.,	FICO	score)
and	other	information.	Our	evaluation	emphasizes	the	applicant’s	ability	to	pay	and	creditworthiness	focusing	on	payment,	affordability,	and	applicant
credit	history	as	key	considerations.	Generally,	all	customers	in	this	portfolio	have	strong	creditworthiness	at	loan	origination.
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After	origination,	we	review	the	credit	quality	of	retail	financing	based	on	customer	payment	activity	and	aging	analysis.	For	all	financing
receivables,	we	define	“past	due”	as	any	payment,	including	principal	and	interest,	which	is	at	least	31	days	past	the	contractual	due	date.
	As	of
December	31,	2023	and	2022,	the	vast	majority	of	our	financing	receivables	were	at	current	status	with	only	an	immaterial	balance	being	past	due.	As	of
December	31,	2023,	the	majority	of	our	financing	receivables,	excluding	MyPower	notes	receivable,	were	originated	in	2023	and	2022,	and	as	of
December	31,	2022,	the	majority	of	our	financing	receivables,	excluding	MyPower	notes	receivable,	were	originated	in	2022.
We	have	customer	notes	receivable	under	the	legacy	MyPower	loan	program,	which	provided	residential	customers	with	the	option	to	finance	the
purchase	of	a	solar	energy	system	through	a	
30-year
	loan	and	were	all	originated	prior	to	year	2018.	The	outstanding	balances,	net	of	any	allowance	for
expected	credit	losses,	are	presented	on	the	consolidated	balance	sheets	as	a	component	of	Prepaid	expenses	and	other	current	assets	for	the	current
portion	and	as	Other	non-current	assets	for	the	long-term	portion.	As	of	December	31,	2023	and	2022,	the	total	outstanding	balance	of	MyPower
customer	notes	receivable,	net	of	allowance	for	expected	credit	losses,	was	$
266
	million	and	$
280
	million,	respectively,	of	which	$
5
	million	and	$
7
	million


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5
	million	and	$
7
	million
were	due	in	the	next	12	months	as	of	December	31,	2023	and	2022,	respectively.	As	of	December	31,	2023	and	2022,	the	allowance	for	expected	credit
losses	was	$
36
	million	and	$
37
	million,	respectively.
Concentration	of	Risk
Credit	Risk
Financial	instruments	that	potentially	subject	us	to	a	concentration	of	credit	risk	consist	of	cash,	cash	equivalents,	investments,	restricted	cash,
accounts	receivable	and	other	finance	receivables.	Our	cash	and	investments	balances	are	primarily	on	deposit	at	high	credit	quality	financial	institutions
or	invested	in	money	market	funds.	These	deposits	are	typically	in	excess	of	insured	limits.	As	of	December	31,	2023	and	2022,	no	entity	represented
10%	or	more	of	our	total	receivables	balance.
Supply	Risk
We	are	dependent	on	our	suppliers,	including	single	source	suppliers,	and	the	inability	of	these	suppliers	to	deliver	necessary	components	of	our
products	in	a	timely	manner	at	prices,	quality	levels	and	volumes	acceptable	to	us,	or	our	inability	to	efficiently	manage	these	components	from	these
suppliers,	could	have	a	material	adverse	effect	on	our	business,	prospects,	financial	condition	and	operating	results.
Inventory	Valuation
Inventories	are	stated	at	the	lower	of	cost	or	net	realizable	value.	Cost	is	computed	using	standard	cost	for	vehicles	and	energy	products,	which
approximates	actual	cost	on	a	first-in,	first-out	basis.	We	record	inventory	write-downs	for	excess	or	obsolete	inventories	based	upon	assumptions	about


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current	and	future	demand	forecasts.	If	our	inventory	on-hand	is	in	excess	of	our	future	demand	forecast,	the	excess	amounts	are	written-off.
We	also	review	our	inventory	to	determine	whether	its	carrying	value	exceeds	the	net	amount	realizable	upon	the	ultimate	sale	of	the	inventory.
This	requires	us	to	determine	the	estimated	selling	price	of	our	vehicles	less	the	estimated	cost	to	convert	the	inventory	on-hand	into	a	finished	product.
Once	inventory	is	written-down,	a	new,	lower	cost	basis	for	that	inventory	is	established	and	subsequent	changes	in	facts	and	circumstances	do	not	result
in	the	restoration	or	increase	in	that	newly	established	cost	basis.
Should	our	estimates	of	future	selling	prices	or	production	costs	change,	additional	and	potentially	material	write-downs	may	be	required.	A	small
change	in	our	estimates	may	result	in	a	material	charge	to	our	reported	financial	results.
Operating	Lease	Vehicles
Vehicles	that	are	leased	as	part	of	our	direct	vehicle	leasing	program	are	classified	as	operating	lease	vehicles	at	cost	less	accumulated
depreciation.	We	generally	depreciate	their	cost,	less	residual	value,	using	the	straight-line-method	to	cost	of	automotive	leasing	revenue	over	the
contractual	period.
	The	gross	cost	of	operating	lease	vehicles	as	of	December	31,	2023	and	2022	was	$
7.36
	billion	and	$
6.08
	billion,	respectively.
Operating	lease	vehicles	on	the	consolidated	balance	sheets	are	presented	net	of	accumulated	depreciation	of	$
1.38
	billion	and	$
1.04
	billion	as	of
December	31,	2023	and	2022,	respectively.
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Digital	Assets,	Net
We	currently	account	for	all	digital	assets	held	as	indefinite-lived	intangible	assets	in	accordance	with	ASC	350,	
Intangibles—Goodwill	and	Other
.	We
have	ownership	of	and	control	over	our	digital	assets	and	we	may	use	third-party	custodial	services	to	secure	it.	The	digital	assets	are	initially	recorded	at
cost	and	are	subsequently	remeasured	on	the	consolidated	balance	sheet	at	cost,	net	of	any	impairment	losses	incurred	since	acquisition.
We	determine	the	fair	value	of	our	digital	assets	on	a	nonrecurring	basis	in	accordance	with	ASC	820,	
Fair	Value	Measurement	
(“ASC	820”),	based
on	quoted	prices	on	the	active	exchange(s)	that	we	have	determined	is	the	principal	market	for	such	assets	(Level	I	inputs).	We	perform	an	analysis	each
quarter	to	identify	whether	events	or	changes	in	circumstances,	principally	decreases	in	the	quoted	prices	on	active	exchanges,	indicate	that	it	is	more
likely	than	not	that	our	digital	assets	are	impaired.	In	determining	if	an	impairment	has	occurred,	we	consider	the	lowest	market	price	of	one	unit	of
digital	asset	quoted	on	the	active	exchange	since	acquiring	the	digital	asset.	When	the	then	current	carrying	value	of	a	digital	asset	exceeds	the	fair
value	determined	each	quarter,	an	impairment	loss	has	occurred	with	respect	to	those	digital	assets	in	the	amount	equal	to	the	difference	between	their
carrying	values	and	the	prices	determined.
Impairment	losses	are	recognized	within	Restructuring	and	other	in	the	consolidated	statements	of	operations	in	the	period	in	which	the	impairment


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is	identified.	Gains	are	not	recorded	until	realized	upon	sale(s),	at	which	point	they	are	presented	net	of	any	impairment	losses	for	the	same	digital	assets
held	within	Restructuring	and	other.	In	determining	the	gain	to	be	recognized	upon	sale,	we	calculate	the	difference	between	the	sales	price	and	carrying
value	of	the	digital	assets	sold	immediately	prior	to	sale.
See	Note	3,	
Digital	Assets,	Net
,	for	further	information	regarding	digital	assets.
Solar	Energy	Systems,	Net
We	are	the	lessor	of	solar	energy	systems.	Solar	energy	systems	are	stated	at	cost	less	accumulated	depreciation.
Depreciation	and	amortization	is	calculated	using	the	straight-line	method	over	the	estimated	useful	lives	of	the	respective	assets,	as	follows:
Solar	energy	systems	in	service
30
	to	
35
	years
Initial	direct	costs	related	to	customer	solar	energy	system	lease	acquisition	costs
Lease	term	(up	to	
25
	years)
Solar	energy	systems	pending	interconnection	will	be	depreciated	as	solar	energy	systems	in	service	when	they	have	been	interconnected	and
placed	in-service.	Solar	energy	systems	under	construction	represents	systems	that	are	under	installation,	which	will	be	depreciated	as	solar	energy
systems	in	service	when	they	are	completed,	interconnected	and	placed	in	service.	Initial	direct	costs	related	to	customer	solar	energy	system	agreement
acquisition	costs	are	capitalized	and	amortized	over	the	term	of	the	related	customer	agreements.
Property,	Plant	and	Equipment,	Net
Property,	plant	and	equipment,	net,	including	leasehold	improvements,	are	recognized	at	cost	less	accumulated	depreciation.	Depreciation	is


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generally	computed	using	the	straight-line	method	over	the	estimated	useful	lives	of	the	respective	assets,	as	follows:
Machinery,	equipment,	vehicles	and	office	furniture
3
	to	
15
	years
Tooling
4
	to	
7
	years
Building	and	building	improvements
15
	to	
30
	years
Computer	equipment	and	software
3
	to	
10
	years
Leasehold	improvements	are	depreciated	on	a	straight-line	basis	over	the	shorter	of	their	estimated	useful	lives	or	the	terms	of	the	related	leases.
Upon	the	retirement	or	sale	of	our	property,	plant	and	equipment,	the	cost	and	associated	accumulated	depreciation	are	removed	from	the
consolidated	balance	sheet,	and	the	resulting	gain	or	loss	is	reflected	on	the	consolidated	statement	of	operations.	Maintenance	and	repair	expenditures
are	expensed	as	incurred	while	major	improvements	that	increase	the	functionality,	output	or	expected	life	of	an	asset	are	capitalized	and	depreciated
ratably	over	the	identified	useful	life.
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Interest	expense	on	outstanding	debt	is	capitalized	during	the	period	of	significant	capital	asset	construction.	Capitalized	interest	on	construction	in
progress	is	included	within	Property,	plant	and	equipment,	net	and	is	amortized	over	the	life	of	the	related	assets.
Long-Lived	Assets	Including	Acquired	Intangible	Assets
We	review	our	property,	plant	and	equipment,	solar	energy	systems,	long-term	prepayments	and	intangible	assets	for	impairment	whenever	events
or	changes	in	circumstances	indicate	that	the	carrying	amount	of	an	asset	(or	asset	group)	may	not	be	recoverable.	We	measure	recoverability	by
comparing	the	carrying	amount	to	the	future	undiscounted	cash	flows	that	the	asset	is	expected	to	generate.	If	the	asset	is	not	recoverable,	its	carrying
amount	would	be	adjusted	down	to	its	fair	value.	For	the	years	ended	December	31,	2023,	2022	and	2021,	we	have	recognized	no	material	impairments
of	our	long-lived	assets.
Intangible	assets	with	definite	lives	are	amortized	on	a	straight-line	basis	over	their	estimated	useful	lives,	which	range	from	
seven
	to	
thirty	years
.
Goodwill
We	assess	goodwill	for	impairment	annually	in	the	fourth	quarter,	or	more	frequently	if	events	or	changes	in	circumstances	indicate	that	it	might	be
impaired,	by	comparing	its	carrying	value	to	the	reporting	unit’s	fair	value.
	For	the	years	ended	December	31,	2023,	2022,	and	2021,	we	did	
no
t
recognize	any	impairment	of	goodwill.
Capitalization	of	Software	Costs
We	capitalize	costs	incurred	in	the	development	of	internal	use	software,	during	the	application	development	stage	to	Property,	plant	and


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equipment,	net	on	the	consolidated	balance	sheets.	Costs	related	to	preliminary	project	activities	and	post-implementation	activities	are	expensed	as
incurred.	Such	costs	are	amortized	on	a	straight-line	basis	over	their	estimated	useful	life	of	
three
	to	
five	years
.
Software	development	costs	incurred	in	development	of	software	to	be	sold,	leased,	or	otherwise	marketed,	incurred	subsequent	to	the
establishment	of	technological	feasibility	and	prior	to	the	general	availability	of	the	software	are	capitalized	when	they	are	expected	to	become
significant.	Such	costs	are	amortized	over	the	estimated	useful	life	of	the	applicable	software	once	it	is	made	generally	available	to	our	customers.
We	evaluate	the	useful	lives	of	these	assets	on	an	annual	basis,	and	we	test	for	impairment	whenever	events	or	changes	in	circumstances	occur
that	could	impact	the	recoverability	of	these	assets.
	For	the	years	ended	December	31,	2023,	2022,	and	2021,	we	have	recognized	no	impairments	of
capitalized	software	costs.
Foreign	Currency
We	determine	the	functional	and	reporting	currency	of	each	of	our	international	subsidiaries	and	their	operating	divisions	based	on	the	primary
currency	in	which	they	operate.	In	cases	where	the	functional	currency	is	not	the	U.S.	dollar,	we	recognize	a	cumulative	translation	adjustment	created	by
the	different	rates	we	apply	to	current	period	income	or	loss	and	the	balance	sheet.	For	each	subsidiary,	we	apply	the	monthly	average	functional
exchange	rate	to	its	monthly	income	or	loss	and	the	month-end	functional	currency	rate	to	translate	the	balance	sheet.


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Foreign	currency	transaction	gains	and	losses	are	a	result	of	the	effect	of	exchange	rate	changes	on	transactions	denominated	in	currencies	other
than	the	functional	currency	of	the	respective	subsidiary.	Transaction	gains	and	losses	are	recognized	in	Other	income	(expense),	net,	in	the	consolidated
statements	of	operations.
	For	the	years	ended	December	31,	2023,	2022	and	2021,	we	recorded	a	net	foreign	currency	transaction	gain	of	$
122
	million,
loss	of	$
89
	million	and	gain	of	$
97
	million,	respectively.
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Warranties
We	provide	a	manufacturer’s	warranty	on	all	new	and	used	vehicles	and	a	warranty	on	the	installation	and	components	of	the	energy	generation
and	storage	systems	we	sell	for	periods	typically	between	
10
	to	
25
	years.	We	accrue	a	warranty	reserve	for	the	products	sold	by	us,	which	includes	our
best	estimate	of	the	projected	costs	to	repair	or	replace	items	under	warranties	and	recalls	if	identified.	These	estimates	are	based	on	actual	claims
incurred	to	date	and	an	estimate	of	the	nature,	frequency	and	costs	of	future	claims.	These	estimates	are	inherently	uncertain	and	changes	to	our
historical	or	projected	warranty	experience	may	cause	material	changes	to	the	warranty	reserve	in	the	future.	The	warranty	reserve	does	not	include
projected	warranty	costs	associated	with	our	vehicles	subject	to	operating	lease	accounting	and	our	solar	energy	systems	under	lease	contracts	or	PPAs,
as	the	costs	to	repair	these	warranty	claims	are	expensed	as	incurred.	The	portion	of	the	warranty	reserve	expected	to	be	incurred	within	the	next	12
months	is	included	within	Accrued	liabilities	and	other,	while	the	remaining	balance	is	included	within	Other	long-term	liabilities	on	the	consolidated
balance	sheets.	For	liabilities	that	we	are	entitled	to	receive	indemnification	from	our	suppliers,	we	record	receivables	for	the	contractually	obligated
amounts	on	the	consolidated	balance	sheets	as	a	component	of	Prepaid	expenses	and	other	current	assets	for	the	current	portion	and	as	Other	non-
current	assets	for	the	long-term	portion.	Warranty	expense	is	recorded	as	a	component	of	Cost	of	revenues	in	the	consolidated	statements	of	operations.


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Due	to	the	magnitude	of	our	automotive	business,	our	accrued	warranty	balance	is	primarily	related	to	our	automotive	segment.
	
Accrued	warranty
activity	consisted	of	the	following	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Accrued	warranty—beginning	of	period
$
3,505
	
$
2,101
	
$
1,468
	
Warranty	costs	incurred
(
1,225
)
(
803
)
(
525
)
Net	changes	in	liability	for	pre-existing	warranties,	including	expirations	and	foreign
exchange	impact
539
	
522
	
102
	
Provision	for	warranty
2,333
	
1,685
	
1,056
	
Accrued	warranty—end	of	period
$
5,152
	
$
3,505
	
$
2,101
	
Customer	Deposits
Customer	deposits	primarily	consist	of	refundable	cash	payments	from	customers	at	the	time	they	place	an	order	or	reservation	for	a	vehicle	or	an
energy	product	and	any	additional	payments	up	to	the	point	of	delivery	or	the	completion	of	installation.	Customer	deposits	also	include	prepayments	on
contracts	that	can	be	cancelled	without	significant	penalties,	such	as	vehicle	maintenance	plans.	Customer	deposits	are	included	in	Accrued	liabilities	and
other	on	the	consolidated	balance	sheets	until	refunded,	forfeited	or	applied	towards	the	customer’s	purchase	balance.
Government	Assistance	Programs	and	Incentives
Globally,	the	operation	of	our	business	is	impacted	by	various	government	programs,	incentives,	and	other	arrangements.	Government	incentives
are	recorded	in	our	consolidated	financial	statements	in	accordance	with	their	purpose	as	a	reduction	of	expense,	or	an	offset	to	the	related	capital	asset.


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The	benefit	is	generally	recorded	when	all	conditions	attached	to	the	incentive	have	been	met	or	are	expected	to	be	met	and	there	is	reasonable
assurance	of	their	receipt.
The	IRA	Incentives
On	August	16,	2022,	the	IRA	was	enacted	into	law	and	is	effective	for	taxable	years	beginning	after	December	31,	2022.	The	IRA	includes	multiple
incentives	to	promote	clean	energy,	electric	vehicles,	battery	and	energy	storage	manufacture	or	purchase,	in	addition	to	a	new	corporate	alternative
minimum	tax	of	15%	on	adjusted	financial	statement	income	of	corporations	with	profits	greater	than	$1	billion.	Some	of	these	measures	are	expected	to
materially	affect	our	consolidated	financial	statements.	For	the	year	ended	December	31,	2023,	the	impact	from	our	IRA	incentive	was	primarily	a
reduction	of	our	material	costs	in	our	consolidated	statement	of	operations.	We	will	continue	to	evaluate	the	effects	of	the	IRA	as	more	guidance	is	issued
and	the	relevant	implications	to	our	consolidated	financial	statements.
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Gigafactory	New	York—New	York	State	Investment	and	Lease
We	have	a	lease	through	the	Research	Foundation	for	the	SUNY	Foundation	with	respect	to	Gigafactory	New	York.	Under	the	lease	and	a	related
research	and	development	agreement,	we	are	continuing	to	designate	further	buildouts	at	the	facility.	We	are	required	to	comply	with	certain	covenants,
including	hiring	and	cumulative	investment	targets.	Under	the	terms	of	the	arrangement,	the	SUNY	Foundation	paid	for	a	majority	of	the	construction
costs	related	to	the	manufacturing	facility	and	the	acquisition	and	commissioning	of	certain	manufacturing	equipment;	and	we	are	responsible	for	any
construction	or	equipment	costs	in	excess	of	such	amount	(refer	to	Note	15,	
Commitments	and	Contingencies
).	This	incentive	reduces	the	related	lease
costs	of	the	facility	within	the	Energy	generation	and	storage	cost	of	revenues	and	operating	expense	line	items	in	our	consolidated	statements	of
operations.
Gigafactory	Shanghai—Land	Use	Rights	and	Economic	Benefits
We	have	an	agreement	with	the	local	government	of	Shanghai	for	land	use	rights	at	Gigafactory	Shanghai.	Under	the	terms	of	the	arrangement,	we
are	required	to	meet	a	cumulative	capital	expenditure	target	and	an	annual	tax	revenue	target	starting	at	the	end	of	2023.	In	addition,	the	Shanghai
government	has	granted	to	our	Gigafactory	Shanghai	subsidiary	certain	incentives	to	be	used	in	connection	with	eligible	capital	investments	at
Gigafactory	Shanghai	(refer	to	Note	15,	
Commitments	and	Contingencies
).	For	the	year	ended	December	31,	2022,	we	received	grant	funding	of	$
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million.	These	incentives	offset	the	related	costs	of	our	facilities	and	are	recorded	as	a	reduction	of	the	cost	of	the	capital	investment	within	the	Property,
plant	and	equipment,	net	line	item	in	our	consolidated	balance	sheets.	The	incentive	therefore	reduces	the	depreciation	expense	over	the	useful	lives	of
the	related	equipment.
Nevada	Tax	Incentives
In	connection	with	the	construction	of	Gigafactory	Nevada,	we	entered	into	agreements	with	the	State	of	Nevada	and	Storey	County	in	Nevada	that
provide	abatements	for	specified	taxes,	discounts	to	the	base	tariff	energy	rates	and	transferable	tax	credits	of	up	to	$
195
	million	in	consideration	of
capital	investment	and	hiring	targets	that	were	met	at	Gigafactory	Nevada.
Gigafactory	Texas	Tax	Incentives
In	connection	with	the	construction	of	Gigafactory	Texas,	we	entered	into	a	
20-year
	agreement	with	Travis	County	in	Texas	pursuant	to	which	we
would	receive	grant	funding	equal	to	
70
-
80
%	of	property	taxes	paid	by	us	to	Travis	County	and	a	separate	
10-year
	agreement	with	the	Del	Valle
Independent	School	District	in	Texas	pursuant	to	which	a	portion	of	the	taxable	value	of	our	property	would	be	capped	at	a	specified	amount,	in	each	case
subject	to	our	meeting	certain	minimum	economic	development	metrics	through	our	construction	and	operations	at	Gigafactory	Texas.	This	incentive	is
recorded	as	a	reduction	of	the	related	expenses	within	the	Cost	of	automotive	revenues	and	operating	expense	line	items	of	our	consolidated	statements
of	operations.
	As	of	December	31,	2023,	the	grant	funding	related	to	property	taxes	paid	were	immaterial.
Defined	Contribution	Plan


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Defined	Contribution	Plan
We	have	a	401(k)	savings	plan	in	the	U.S.	that	is	intended	to	qualify	as	a	deferred	salary	arrangement	under	Section	401(k)	of	the	Internal	Revenue
Code	and	a	number	of	savings	plans	internationally.	Under	the	401(k)	savings	plan,	participating	employees	may	elect	to	contribute	up	to	
90
%	of	their
eligible	compensation,	subject	to	certain	limitations.	Beginning	in	January	2022,	we	began	to	match	
50
%	of	each	employee’s	contributions	up	to	a
maximum	of	
6
%	(capped	at	$
3,000
)	of	the	employee’s	eligible	compensation,	vested	upon	one	year	of	service.
	During	the	years	ended	December	31,
2023	and	2022,	we	recognized	$
99
	million	and	$
91
	million,	respectively,	of	expenses	related	to	employer	contributions	for	the	401(k)	savings	plan.
68


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Recent	Accounting	Pronouncements
Recently	issued	accounting	pronouncements	not	yet	adopted
In	November	2023,	the	Financial	Accounting	Standards	Board	(“FASB”)	issued	ASU	No.	2023-07,	Improvements	to	Reportable	Segment	Disclosures
(Topic	280).	This	ASU	updates	reportable	segment	disclosure	requirements	by	requiring	disclosures	of	significant	reportable	segment	expenses	that	are
regularly	provided	to	the	Chief	Operating	Decision	Maker	(“CODM”)	and	included	within	each	reported	measure	of	a	segment's	profit	or	loss.	This	ASU	also
requires	disclosure	of	the	title	and	position	of	the	individual	identified	as	the	CODM	and	an	explanation	of	how	the	CODM	uses	the	reported	measures	of	a
segment’s	profit	or	loss	in	assessing	segment	performance	and	deciding	how	to	allocate	resources.	The	ASU	is	effective	for	annual	periods	beginning	after
December	15,	2023,	and	interim	periods	within	fiscal	years	beginning	after	December	15,	2024.	Adoption	of	the	ASU	should	be	applied	retrospectively	to
all	prior	periods	presented	in	the	financial	statements.	Early	adoption	is	also	permitted.	This	ASU	will	likely	result	in	us	including	the	additional	required
disclosures	when	adopted.
	
We	are	currently	evaluating	the	provisions	of	this	ASU	and	expect	to	adopt	them	for	the	year	ending	December	31,	2024.
In	December	2023,	the	FASB	issued	ASU	No.	2023-08,	Accounting	for	and	Disclosure	of	Crypto	Assets	(Subtopic	350-60).	This	ASU	requires	certain
crypto	assets	to	be	measured	at	fair	value	separately	in	the	balance	sheet	and	income	statement	each	reporting	period.	This	ASU	also	enhances	the	other


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intangible	asset	disclosure	requirements	by	requiring	the	name,	cost	basis,	fair	value,	and	number	of	units	for	each	significant	crypto	holding.	The	ASU	is
effective	for	annual	periods	beginning	after	December	15,	2024,	including	interim	periods	within	those	fiscal	years.	Adoption	of	the	ASU	requires	a
cumulative-effect	adjustment	to	the	opening	balance	of	retained	earnings	as	of	the	beginning	of	the	annual	reporting	period	in	which	an	entity	adopts	the
amendments.	Early	adoption	is	also	permitted,	including	adoption	in	an	interim	period.	However,	if	the	ASU	is	early	adopted	in	an	interim	period,	an	entity
must	adopt	the	ASU	as	of	the	beginning	of	the	fiscal	year	that	includes	the	interim	period.	This	ASU	will	result	in	gains	and	losses	recorded	in	the
consolidated	financial	statements	of	operations	and	additional	disclosures	when	adopted.
	
We	are	currently	evaluating	the	adoption	of	this	ASU	and	it	will
affect	the	carrying	value	of	our	crypto	assets	held	and	the	gains	and	losses	relating	thereto,	once	adopted.
In	December	2023,	the	FASB	issued	ASU	No.	2023-09,	Improvements	to	Income	Tax	Disclosures	(Topic	740).	The	ASU	requires	disaggregated
information	about	a	reporting	entity’s	effective	tax	rate	reconciliation	as	well	as	additional	information	on	income	taxes	paid.	The	ASU	is	effective	on	a
prospective	basis	for	annual	periods	beginning	after	December	15,	2024.	Early	adoption	is	also	permitted	for	annual	financial	statements	that	have	not
yet	been	issued	or	made	available	for	issuance.	This	ASU	will	result	in	the	required	additional	disclosures	being	included	in	our	consolidated	financial
statements,	once	adopted.


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statements,	once	adopted.
Recently	adopted	accounting	pronouncements
In	October	2021,	the	FASB	issued	ASU	No.	2021-08,	Accounting	for	Contract	Assets	and	Contract	Liabilities	from	Contracts	with	Customers	(Topic
805).	This	ASU	requires	an	acquirer	in	a	business	combination	to	recognize	and	measure	contract	assets	and	contract	liabilities	(deferred	revenue)	from
acquired	contracts	using	the	revenue	recognition	guidance	in	Topic	606.	At	the	acquisition	date,	the	acquirer	applies	the	revenue	model	as	if	it	had
originated	the	acquired	contracts.	The	ASU	is	effective	for	annual	periods	beginning	after	December	15,	2022,	including	interim	periods	within	those	fiscal
years.	We	adopted	this	ASU	prospectively	on	January	1,	2023.	This	ASU	has	not	and	is	currently	not	expected	to	have	a	material	impact	on	our
consolidated	financial	statements.
In	March	2022,	the	FASB	issued	ASU	2022-02,	Troubled	Debt	Restructurings	and	Vintage	Disclosures.	This	ASU	eliminates	the	accounting	guidance
for	troubled	debt	restructurings	by	creditors	that	have	adopted	ASU	2016-13,	Measurement	of	Credit	Losses	on	Financial	Instruments,	which	we	adopted
on	January	1,	2020.	This	ASU	also	enhances	the	disclosure	requirements	for	certain	loan	refinancing	and	restructurings	by	creditors	when	a	borrower	is
experiencing	financial	difficulty.	In	addition,	the	ASU	amends	the	guidance	on	vintage	disclosures	to	require	entities	to	disclose	current	period	gross	write-


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offs	by	year	of	origination	for	financing	receivables	and	net	investments	in	leases	within	the	scope	of	ASC	326-20.	The	ASU	is	effective	for	annual	periods
beginning	after	December	15,	2022,	including	interim	periods	within	those	fiscal	years.	We	adopted	the	ASU	prospectively	on	January	1,	2023.	This	ASU
has	not	and	is	currently	not	expected	to	have	a	material	impact	on	our	consolidated	financial	statements.
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ASU	2020-06
In	August	2020,	the	FASB	issued	ASU	2020-06,	Accounting	for	Convertible	Instruments	and	Contracts	in	an	Entity’s	Own	Equity.	The	ASU	simplifies
the	accounting	for	convertible	instruments	by	removing	certain	separation	models	in	ASC	470-20,	Debt—Debt	with	Conversion	and	Other	Options,	for
convertible	instruments.	The	ASU	updates	the	guidance	on	certain	embedded	conversion	features	that	are	not	required	to	be	accounted	for	as	derivatives
under	Topic	815,	Derivatives	and	Hedging,	or	that	do	not	result	in	substantial	premiums	accounted	for	as	paid-in	capital,	such	that	those	features	are	no
longer	required	to	be	separated	from	the	host	contract.	The	convertible	debt	instruments	will	be	accounted	for	as	a	single	liability	measured	at	amortized
cost.	This	will	also	result	in	the	interest	expense	recognized	for	convertible	debt	instruments	to	be	typically	closer	to	the	coupon	interest	rate	when
applying	the	guidance	in	Topic	835,	Interest.	Further,	the	ASU	made	amendments	to	the	EPS	guidance	in	Topic	260	for	convertible	debt	instruments,	the
most	significant	impact	of	which	is	requiring	the	use	of	the	if-converted	method	for	diluted	EPS	calculation,	and	no	longer	allowing	the	net	share
settlement	method.	The	ASU	also	made	revisions	to	Topic	815-40,	which	provides	guidance	on	how	an	entity	must	determine	whether	a	contract	qualifies
for	a	scope	exception	from	derivative	accounting.	The	amendments	to	Topic	815-40	change	the	scope	of	contracts	that	are	recognized	as	assets	or
liabilities.
On	January	1,	2021,	we	adopted	the	ASU	using	the	modified	retrospective	method.	We	recognized	a	favorable	$
211
	million	cumulative	effect	of


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211
	million	cumulative	effect	of
initially	applying	the	ASU	as	an	adjustment	to	the	January	1,	2021	opening	balance	of	accumulated	deficit.	Due	to	the	recombination	of	the	equity
conversion	component	of	our	convertible	debt	remaining	outstanding,	additional	paid	in	capital	was	reduced	by	$
474
	million	and	convertible	senior	notes
(mezzanine	equity)	was	reduced	by	$
51
	million.	The	removal	of	the	remaining	debt	discounts	recorded	for	this	previous	separation	had	the	effect	of
increasing	our	net	debt	balance	by	$
269
	million	and	we	reduced	property,	plant	and	equipment	by	$
45
	million	related	to	previously	capitalized	interest.
The	prior	period	consolidated	financial	statements	have	not	been	retrospectively	adjusted	and	continue	to	be	reported	under	the	accounting	standards	in
effect	for	those	periods.
Note	3	–	
Digital	Assets,	Net
During	the	years	ended	December	31,	2023	and	2022,	we	purchased	and/or	received	immaterial	amounts	of	digital	assets.	During	the	year	ended
December	31,	2023,	we	recorded	an	
immaterial
	amount	of	impairment	losses	on	digital	assets.	During	the	year	ended	December	31,	2022,	we	recorded
$
204
	million	of	impairment	losses	on	digital	assets	and	realized	gains	of	$
64
	million	in	connection	with	converting	our	holdings	of	digital	assets	into	fiat
currency.	The	gains	are	presented	net	of	impairment	losses	in	Restructuring	and	other	in	the	consolidated	statements	of	operations.	As	of	December	31,
2023	and	2022,	the	carrying	value	of	our	digital	assets	held	reflects	cumulative	impairment	of	$
204
	million.


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204
	million.
Note	4	–	
Goodwill	and	Intangible	Assets
Goodwill	increased	$
59
	million	within	the	automotive	segment	from	$
194
	million	as	of	December	31,	2022	to	$
253
	million	as	of	December	31,	2023
primarily	from	a	business	combination,	net	of	the	impact	of	a	divestiture.	There	were	
no
	accumulated	impairment	losses	as	of	December	31,	2023	and
2022.
The	net	carrying	value	of	our	intangible	assets	decreased	from	$
215
	million	as	of	December	31,	2022	to	$
178
	million	as	of	December	31,	2023
mainly	from	amortization.
Note	5	–	
Fair	Value	of	Financial	Instruments
ASC	820,	
Fair	Value	Measurements
	(“ASC	820”)	states	that	fair	value	is	an	exit	price,	representing	the	amount	that	would	be	received	to	sell	an
asset	or	paid	to	transfer	a	liability	in	an	orderly	transaction	between	market	participants.	As	such,	fair	value	is	a	market-based	measurement	that	should
be	determined	based	on	assumptions	that	market	participants	would	use	in	pricing	an	asset	or	a	liability.	The	three-tiered	fair	value	hierarchy,	which
prioritizes	which	inputs	should	be	used	in	measuring	fair	value,	is	comprised	of:	(Level	I)	observable	inputs	such	as	quoted	prices	in	active	markets;	(Level
II)	inputs	other	than	quoted	prices	in	active	markets	that	are	observable	either	directly	or	indirectly	and	(Level	III)	unobservable	inputs	for	which	there	is
little	or	no	market	data.	The	fair	value	hierarchy	requires	the	use	of	observable	market	data	when	available	in	determining	fair	value.	
Our	assets	and
liabilities	that	were	measured	at	fair	value	on	a	recurring	basis	were	as	follows	(in	millions):


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December	31,	2023
December	31,	2022
	
Fair	Value
Level	I
Level	II
Level	III
Fair	Value
Level	I
Level	II
Level	III
Money	market	funds
$
109
	
$
109
	
$
—
	
$
—
	
$
2,188
	
$
2,188
	
$
—
	
$
—
	
U.S.	government	securities
5,136
	
—
	
5,136
	
—
	
894
	
—
	
894
	
—
	
Corporate	debt	securities
480
	
—
	
480
	
—
	
885
	
—
	
885
	
—
	
Certificates	of	deposit	and	time
deposits
6,996
	
—
	
6,996
	
—
	
4,253
	
—
	
4,253
	
—
	
Commercial	paper
470
	
—
	
470
	
—
	
—
	
—
	
—
	
—
	
Total
$
13,191
	
$
109
	
$
13,082
	
$
—
	
$
8,220
	
$
2,188
	
$
6,032
	
$
—
	
All	of	our	money	market	funds	were	classified	within	Level	I	of	the	fair	value	hierarchy	because	they	were	valued	using	quoted	prices	in	active
markets.	Our	U.S.	government	securities,	certificates	of	deposit,	commercial	paper,	time	deposits	and	corporate	debt	securities	are	classified	within	Level
II	of	the	fair	value	hierarchy	and	the	market	approach	was	used	to	determine	fair	value	of	these	investments.
Our	cash,	cash	equivalents	and	investments	classified	by	security	type	as	of	December	31,	2023	and	2022	consisted	of	the	following	(in	millions):


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December	31,	2023
	
Adjusted	Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair	Value
Cash	and	Cash
Equivalents
Short-Term
Investments
Cash
$
15,903
	
$
—
	
$
—
	
$
15,903
	
$
15,903
	
$
—
	
Money	market	funds
109
	
—
	
—
	
109
	
109
	
—
	
U.S.	government	securities
5,136
	
1
	
(
1
)
5,136
	
277
	
4,859
	
Corporate	debt	securities
485
	
1
	
(
6
)
480
	
—
	
480
	
Certificates	of	deposit	and	time	deposits
6,995
	
1
	
—
	
6,996
	
—
	
6,996
	
Commercial	paper
470
	
—
	
—
	
470
	
109
	
361
	
Total	cash,	cash	equivalents	and	short-term
investments
$
29,098
	
$
3
	
$
(
7
)
$
29,094
	
$
16,398
	
$
12,696
	
	
December	31,	2022
	
Adjusted	Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair	Value
Cash	and	Cash
Equivalents
Short-Term
Investments
Cash
$
13,965
	
$
—
	
$
—
	
$
13,965
	
$
13,965
	
$
—
	
Money	market	funds
2,188
	
—
	
—
	
2,188
	
2,188
	
—
	
U.S.	government	securities
897
	
—
	
(
3
)
894
	
—
	
894
	
Corporate	debt	securities
907


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894
	
Corporate	debt	securities
907
	
—
	
(
22
)
885
	
—
	
885
	
Certificates	of	deposit	and	time	deposits
4,252
	
1
	
—
	
4,253
	
100
	
4,153
	
Total	cash,	cash	equivalents	and	short-term
investments
$
22,209
	
$
1
	
$
(
25
)
$
22,185
	
$
16,253
	
$
5,932
	
We	record	gross	realized	gains,	losses	and	credit	losses	as	a	component	of	Other	income	(expense),	net	in	the	consolidated	statements	of
operations.	For	the	years	ended	December	31,	2023	and	2022,	we	did	not	recognize	any	material	gross	realized	gains,	losses	or	credit	losses.	The	ending
allowance	balances	for	credit	losses	were	immaterial	as	of	December	31,	2023	and	2022.	We	have	determined	that	the	gross	unrealized	losses	on	our
investments	as	of	December	31,	2023	and	2022	were	temporary	in	nature.
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The	following	table	summarizes	the	fair	value	of	our	investments	by	stated	contractual	maturities	as	of	December	31,	2023	(in	millions):
Due	in	1	year	or	less
$
12,374
	
Due	in	1	year	through	5	years
297
	
Due	in	5	years	through	10	years
25
	
Total
$
12,696
	
Disclosure	of	Fair	Values
Our	financial	instruments	that	are	not	re-measured	at	fair	value	include	accounts	receivable,	financing	receivables,	other	receivables,	digital	assets,
accounts	payable,	accrued	liabilities,	customer	deposits	and	debt.	The	carrying	values	of	these	financial	instruments	materially	approximate	their	fair
values,	other	than	our	
2.00
%	Convertible	Senior	Notes	due	in	
2024
	(“2024	Notes”)	and	digital	assets.
We	estimate	the	fair	value	of	the	2024	Notes	using	commonly	accepted	valuation	methodologies	and	market-based	risk	measurements	that	are
indirectly	observable,	such	as	credit	risk	(Level	II).	In	addition,	we	estimate	the	fair	values	of	our	digital	assets	based	on	quoted	prices	in	active	markets
(Level	I).	
The	following	table	presents	the	estimated	fair	values	and	the	carrying	values	(in	millions):
	
December	31,	2023
December	31,	2022
	
Carrying	Value
Fair	Value
Carrying	Value
Fair	Value
2024	Notes
$
37
	
$
443
	
$
37
	
$
223
	
Digital	assets,	net
$
184
	
$
487
	
$
184
	
$
191
	
Note	6	–	
Inventory
Our	inventory	consisted	of	the	following	(in	millions):
	
December	31,
2023
December	31,
2022
Raw	materials
$
5,390


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2022
Raw	materials
$
5,390
	
$
6,137
	
Work	in	process
2,016
	
2,385
	
Finished	goods	(1)
5,049
	
3,475
	
Service	parts
1,171
	
842
	
Total
$
13,626
	
$
12,839
	
(1)
Finished	goods	inventory	includes	products	in	transit	to	fulfill	customer	orders,	new	vehicles	available	for	sale,	used	vehicles	and	energy	products
available	for	sale.
We	write-down	inventory	for	any	excess	or	obsolete	inventories	or	when	we	believe	that	the	net	realizable	value	of	inventories	is	less	than	the
carrying	value.	During	the	years	ended	December	31,	2023,	2022	and	2021	we	recorded	write-downs	of	$
233
	million,	$
144
	million	and	$
106
	million,
respectively,	in	Cost	of	revenues	in	the	consolidated	statements	of	operations.
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Note	7	–	
Solar	Energy	Systems,	Net
Our	solar	energy	systems,	net,	consisted	of	the	following	(in	millions):
December	31,
2023
December	31,
2022
Solar	energy	systems	in	service
$
6,755
	
$
6,785
	
Initial	direct	costs	related	to	customer	solar	energy	system	lease	acquisition	costs
104
	
104
	
6,859
	
6,889
	
Less:	accumulated	depreciation	and	amortization	(1)
(
1,643
)
(
1,418
)
5,216
	
5,471
	
Solar	energy	systems	under	construction
1
	
2
	
Solar	energy	systems	pending	interconnection
12
	
16
	
Solar	energy	systems,	net	(2)
$
5,229
	
$
5,489
	
(1)
Depreciation	and	amortization	expense	during	the	years	ended	December	31,	2023,	2022	and	2021	was	$
235
	million,	$
235
	million	and	$
236
million,	respectively.
(2)
As	of	December	31,	2023	and	2022,	there	were	$
740
	million	and	$
802
	million,	respectively,	of	gross	solar	energy	systems	under	lease	pass-through
fund	arrangements	with	accumulated	depreciation	of	$
157
	million	and	$
148
	million,	respectively.
Note	8	–	
Property,	Plant	and	Equipment,	Net
Our	property,	plant	and	equipment,	net,	consisted	of	the	following	(in	millions):
December	31,
2023
December	31,
2022
Machinery,	equipment,	vehicles	and	office	furniture
$
16,372
	
$
13,558
	
Tooling
3,147
	
2,579
	
Leasehold	improvements
3,168


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Leasehold	improvements
3,168
	
2,366
	
Land	and	buildings
9,505
	
7,751
	
Computer	equipment,	hardware	and	software
3,799
	
2,072
	
Construction	in	progress
5,791
	
4,263
	
	
41,782
	
32,589
	
Less:	Accumulated	depreciation
(
12,057
)
(
9,041
)
Total
$
29,725
	
$
23,548
	
Construction	in	progress	is	primarily	comprised	of	ongoing	construction	and	expansion	of	our	facilities,	and	equipment	and	tooling	related	to	the
manufacturing	of	our	products.	Completed	assets	are	transferred	to	their	respective	asset	classes	and	depreciation	begins	when	an	asset	is	ready	for	its
intended	use.
Depreciation	expense	during	the	years	ended	December	31,	2023,	2022	and	2021	was	$
3.33
	billion,	$
2.42
	billion	and	$
1.91
	billion,	respectively.
Panasonic	has	partnered	with	us	on	Gigafactory	Nevada	with	investments	in	the	production	equipment	that	it	uses	to	manufacture	and	supply	us
with	battery	cells.	Under	our	arrangement	with	Panasonic,	we	plan	to	purchase	the	full	output	from	their	production	equipment	at	negotiated	prices.	As
the	terms	of	the	arrangement	convey	a	finance	lease	under	ASC	842,	we	account	for	their	production	equipment	as	leased	assets	when	production
commences.	We	account	for	each	lease	and	any	non-lease	components	associated	with	that	lease	as	a	single	lease	component	for	all	asset	classes,
except	production	equipment	classes	embedded	in	supply	agreements.	This	results	in	us	recording	the	cost	of	their	production	equipment	within	Property,


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plant	and	equipment,	net,	on	the	consolidated	balance	sheets	with	a	corresponding	liability	recorded	to	debt	and	finance	leases.	Depreciation	on
Panasonic	production	equipment	is	computed	using	the	units-of-production	method	whereby	capitalized	costs	are	amortized	over	the	total	estimated
productive	life	of	the	respective	assets.	As	of	December	31,	2023	and	2022,	we	had	cumulatively	capitalized	gross	costs	of	$
2.02
	billion	and	$
2.01
	billion,
respectively,	on	the	consolidated	balance	sheets	in	relation	to	the	production	equipment	under	our	Panasonic	arrangement.
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Note	9	–	
Accrued	Liabilities	and	Other
Our	accrued	liabilities	and	other	current	liabilities	consisted	of	the	following	(in	millions):
December	31,
2023
December	31,
2022
Accrued	purchases	(1)
$
2,721
	
$
2,747
	
Accrued	warranty	reserve,	current	portion
1,546
	
1,025
	
Payroll	and	related	costs
1,325
	
1,026
	
Taxes	payable	(2)
1,204
	
1,235
	
Customer	deposits
876
	
1,063
	
Operating	lease	liabilities,	current	portion
672
	
485
	
Sales	return	reserve,	current	portion
219
	
270
	
Other	current	liabilities
517
	
354
	
Total
$
9,080
	
$
8,205
	
(1)
Accrued	purchases	primarily	reflects	receipts	of	goods	and	services	for	which	we	had	not	yet	been	invoiced.	As	we	are	invoiced	for	these	goods	and
services,	this	balance	will	reduce	and	accounts	payable	will	increase.
(2)
Taxes	payable	includes	value	added	tax,	income	tax,	sales	tax,	property	tax	and	use	tax	payables.
Note	10	–	
Other	Long-Term	Liabilities
Our	other	long-term	liabilities	consisted	of	the	following	(in	millions):
December	31,
2023
December	31,
2022
Operating	lease	liabilities
$
3,671
	
$
2,164
	
Accrued	warranty	reserve
3,606
	
2,480
	
Other	non-current	liabilities
876
	
686
	
Total	other	long-term	liabilities
$
8,153
	
$
5,330
	
Note	11	–	
Debt


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5,330
	
Note	11	–	
Debt
The	following	is	a	summary	of	our	debt	and	finance	leases	as	of	December	31,	2023	(in	millions):
	
Net	Carrying	Value
Unpaid
Principal
Balance
Unused
Committed
Amount	(1)
Contractual
Interest	Rates
Contractual
Maturity	Date
	
Current
Long-Term
Recourse	debt:
		
	
2024	Notes
$
37
	
$
—
	
$
37
	
$
—
	
2.00
	
%
May	2024
RCF	Credit	Agreement
—
	
—
	
—
	
5,000
	
Not	applicable
January	2028
Solar	Bonds
—
	
7
	
7
	
—
	
4.70
-
5.75
%
March	2025
	-	
January	2031
Other
—
	
—
	
—
	
28
	
Not	applicable
December	2026
Total	recourse	debt
37
	
7
	
44
	
5,028
	
Non-recourse	debt:
Automotive	Asset-backed	Notes
1,906
	
2,337
	
4,259
	
—
	
0.60
-
6.57
%
July	2024
-
May	2031
Solar	Asset-backed	Notes
4
	
8
	
13
	
—
	
4.80
	
%
December	2026
Cash	Equity	Debt
28
	
330
	
367
	
—
	
5.25
-
5.81
%
July	2033
-
January	2035
Total	non-recourse	debt
1,938
	
2,675
	
4,639
	
—
	
Total	debt
1,975
	
2,682
	
$
4,683
	
$
5,028
	
Finance	leases
398
	
175
	
Total	debt	and	finance	leases
$


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The	following	is	a	summary	of	our	debt	and	finance	leases	as	of	December	31,	2022	(in	millions):
Net	Carrying	Value
Unpaid
Principal
Balance
Unused
Committed
Amount	(2)
Contractual
Interest	Rates
Contractual
Maturity	Date
Current
Long-Term
Recourse	debt:
		
	
2024	Notes
$
—
	
$
37
	
$
37
	
$
—
	
2.00
	
%
May	2024
Credit	Agreement
—
	
—
	
—
	
2,266
	
Not	applicable
July	2023
Solar	Bonds
—
	
7
	
7
	
—
	
4.70
-
5.75
%
March	2025
	-	
January	2031
Total	recourse	debt
—
	
44
	
44
	
2,266
	
Non-recourse	debt:
Automotive	Asset-backed	Notes
984
	
613
	
1,603
	
—
	
0.36
-
4.64
%
December	2023
-
September	2025
Solar	Asset-backed	Notes
4
	
13
	
17
	
—
	
4.80
	
%
December	2026
Cash	Equity	Debt
28
	
359
	
397
	
—
	
5.25
-
5.81
%
July	2033
-
January	2035
Automotive	Lease-backed	Credit	Facilities
—
	
—
	
—
	
151
	
Not	applicable
September	2024
Total	non-recourse	debt
1,016
	
985
	
2,017
	
151
	
Total	debt
1,016
	
1,029
	
$
2,061
	
$
2,417
	
Finance	leases
486
	
568
	
Total	debt	and	finance	leases
$
1,502
	
$
1,597
	
(1)


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$
1,597
	
(1)
There	are	no	restrictions	on	draw-down	or	use	for	general	corporate	purposes	with	respect	to	any	available	committed	funds	under	our	RCF	Credit
Agreement,	except	certain	specified	conditions	prior	to	draw-down.	Refer	to	the	section	below	for	the	terms	of	the	facility.
(2)
There	were	no	restrictions	on	draw-down	or	use	for	general	corporate	purposes	with	respect	to	any	available	committed	funds	under	our	credit
facilities,	except	certain	specified	conditions	prior	to	draw-down,	including	pledging	to	our	lenders	sufficient	amounts	of	qualified	receivables,
inventories,	leased	vehicles	and	our	interests	in	those	leases	or	various	other	assets	as	described	below.
Recourse	debt	refers	to	debt	that	is	recourse	to	our	general	assets.	Non-recourse	debt	refers	to	debt	that	is	recourse	to	only	assets	of	our
subsidiaries.	The	differences	between	the	unpaid	principal	balances	and	the	net	carrying	values	are	due	to	debt	discounts	or	deferred	issuance	costs.	As
of	December	31,	2023,	we	were	in	material	compliance	with	all	financial	debt	covenants.
2024	Notes
The	closing	price	of	our	common	stock	continued	to	exceed	
130
%	of	the	applicable	conversion	price	of	our	2024	Notes	on	at	least	
20
	of	the	last	
30
consecutive	trading	days	of	each	quarter	in	2023,	causing	the	2024	Notes	to	be	convertible	by	their	holders	in	the	subsequent	quarter.	As	of	December
31,	2023,	the	if-converted	value	of	the	notes	exceeds	the	outstanding	principal	amount	by	$
406
	million.	Upon	conversion,	the	2024	Notes	will	be	settled


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in	cash,	shares	of	our	common	stock	or	a	combination	thereof,	at	our	election.
Credit	Agreement
In	June	2015,	we	entered	into	a	senior	asset-based	revolving	credit	agreement	(as	amended	from	time	to	time,	the	“Credit	Agreement”)	with	a
syndicate	of	banks.	Borrowed	funds	bear	interest,	at	our	option,	at	an	annual	rate	of	(a)	
1
%	plus	LIBOR	or	(b)	the	highest	of	(i)	the	federal	funds	rate	plus
0.50
%,	(ii)	the	lenders’	“prime	rate”	or	(iii)	
1
%	plus	LIBOR.	The	fee	for	undrawn	amounts	is	
0.25
%	per	annum.	The	Credit	Agreement	is	secured	by	certain
of	our	accounts	receivable,	inventory	and	equipment.	Availability	under	the	Credit	Agreement	is	based	on	the	value	of	such	assets,	as	reduced	by	certain
reserves.
In	January	2023,	we	entered	into	a	
5-year
	senior	unsecured	revolving	credit	facility	(the	“RCF	Credit	Agreement”)	with	a	syndicate	of	banks	to
replace	the	existing	Credit	Agreement,	which	was	terminated.	The	RCF	Credit	Agreement	contains	
two
	optional	
one-year
	extensions	and	has	a	total
commitment	of	up	to	$
5.00
	billion,	which	could	be	increased	up	to	$
7.00
	billion	under	certain	circumstances.	The	underlying	borrowings	may	be	used	for
general	corporate	purposes.	Borrowed	funds	accrue	interest	at	a	variable	rate	equal	to:	(i)	for	dollar-denominated	loans,	at	our	election,	(a)	Term	SOFR
(the	forward-looking	secured	overnight	financing	rate)	plus	
0.10


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0.10
%,	or	(b)	an	alternate	base	rate;	(ii)	for	loans	denominated	in	pounds	sterling,	SONIA	(the
sterling	overnight	index	average	reference	rate);	or	(iii)	for	loans	denominated	in	euros,	an	adjusted	EURIBOR	(euro	interbank	offered	rate);	in	each	case,
plus	an	applicable	margin.	The	applicable	margin	will	be	based	on	the	rating	assigned	to	our	senior,	unsecured	long-term	indebtedness	(the	“Credit
Rating”)	from	time	to	time.	The	fee	for	undrawn	amounts	is	variable	based	on	the	Credit	Rating	and	is	currently	
0.125
%	per	annum.
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Automotive	Asset-backed	Notes
From	time	to	time,	we	transfer	receivables	and/or	beneficial	interests	related	to	certain	vehicles	(either	leased	or	financed)	into	special	purpose
entities	(“SPEs”)	and	issue	Automotive	Asset-backed	Notes,	backed	by	these	automotive	assets	to	investors.	The	SPEs	are	consolidated	in	the	financial
statements.	The	cash	flows	generated	by	these	automotive	assets	are	used	to	service	the	principal	and	interest	payments	on	the	Automotive	Asset-
backed	Notes	and	satisfy	the	SPEs’	expenses,	and	any	remaining	cash	is	distributed	to	the	owners	of	the	SPEs.	We	recognize	revenue	earned	from	the
associated	customer	lease	or	financing	contracts	in	accordance	with	our	revenue	recognition	policy.	The	SPEs’	assets	and	cash	flows	are	not	available	to
our	other	creditors,	and	the	creditors	of	the	SPEs,	including	the	Automotive	Asset-backed	Note	holders,	have	no	recourse	to	our	other	assets.
In	2023,	we	transferred	beneficial	interests	related	to	certain	leased	vehicles	and	financing	receivables	into	SPEs	and	issued	$
3.93
	billion	in
aggregate	principal	amount	of	Automotive	Asset-backed	Notes,	with	terms	similar	to	our	other	previously	issued	Automotive	Asset-backed	Notes.	The
proceeds	from	the	issuance,	net	of	debt	issuance	costs,	were	$
3.92
	billion.
Cash	Equity	Debt
In	connection	with	the	cash	equity	financing	deals	closed	in	2016,	our	subsidiaries	issued	$
502
	million	in	aggregate	principal	amount	of	debt	that


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502
	million	in	aggregate	principal	amount	of	debt	that
bears	interest	at	fixed	rates.	This	debt	is	secured	by,	among	other	things,	our	interests	in	certain	financing	funds	and	is	non-recourse	to	our	other	assets.
Automotive	Lease-backed	Credit	Facilities
In	the	third	quarter	of	2023,	we	terminated	our	Automotive	Lease-backed	Credit	Facilities	and	the	previously	committed	funds	are	no	longer
available	for	future	borrowings.
Pledged	Assets
As	of	December	31,	2023	and	2022,	we	had	pledged	or	restricted	$
4.64
	billion	and	$
2.02
	billion	of	our	assets	(consisting	principally	of	operating
lease	vehicles,	financing	receivables,	restricted	cash,	and	equity	interests	in	certain	SPEs)	as	collateral	for	our	outstanding	debt.
Schedule	of	Principal	Maturities	of	Debt
The	future	scheduled	principal	maturities	of	debt	as	of	December	31,	2023	were	as	follows	(in	millions):
Recourse	debt
Non-recourse	debt
Total
2024
$
37
	
$
1,941
	
$
1,978
	
2025
4
	
1,663
	
1,667
	
2026
—
	
494
	
494
	
2027
—
	
276
	
276
	
2028
—
	
44
	
44
	
Thereafter
3
	
221
	
224
	
Total
$
44
	
$
4,639
	
$
4,683
	
Note	12	–	
Leases
We	have	entered	into	various	operating	and	finance	lease	agreements	for	certain	of	our	offices,	manufacturing	and	warehouse	facilities,	retail	and


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service	locations,	data	centers,	equipment,	vehicles,	and	solar	energy	systems,	worldwide.	We	determine	if	an	arrangement	is	a	lease,	or	contains	a
lease,	at	inception	and	record	the	leases	in	our	financial	statements	upon	lease	commencement,	which	is	the	date	when	the	underlying	asset	is	made
available	for	use	by	the	lessor.
We	have	lease	agreements	with	lease	and	non-lease	components,	and	have	elected	to	utilize	the	practical	expedient	to	account	for	lease	and	non-
lease	components	together	as	a	single	combined	lease	component,	from	both	a	lessee	and	lessor	perspective	with	the	exception	of	direct	sales-type
leases	and	production	equipment	classes	embedded	in	supply	agreements.	From	a	lessor	perspective,	the	timing	and	pattern	of	transfer	are	the	same	for
the	non-lease	components	and	associated	lease	component	and,	the	lease	component,	if	accounted	for	separately,	would	be	classified	as	an	operating
lease.
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We	have	elected	not	to	present	short-term	leases	on	the	consolidated	balance	sheet	as	these	leases	have	a	lease	term	of	12	months	or	less	at	lease
inception	and	do	not	contain	purchase	options	or	renewal	terms	that	we	are	reasonably	certain	to	exercise.	All	other	lease	assets	and	lease	liabilities	are
recognized	based	on	the	present	value	of	lease	payments	over	the	lease	term	at	commencement	date.	Because	most	of	our	leases	do	not	provide	an
implicit	rate	of	return,	we	used	our	incremental	borrowing	rate	based	on	the	information	available	at	lease	commencement	date	in	determining	the
present	value	of	lease	payments.
Our	leases,	where	we	are	the	lessee,	often	include	options	to	extend	the	lease	term	for	up	to	
10
	years.	Some	of	our	leases	also	include	options	to
terminate	the	lease	prior	to	the	end	of	the	agreed	upon	lease	term.	For	purposes	of	calculating	lease	liabilities,	lease	terms	include	options	to	extend	or
terminate	the	lease	when	it	is	reasonably	certain	that	we	will	exercise	such	options.
Lease	expense	for	operating	leases	is	recognized	on	a	straight-line	basis	over	the	lease	term	as	cost	of	revenues	or	operating	expenses	depending
on	the	nature	of	the	leased	asset.	Certain	operating	leases	provide	for	annual	increases	to	lease	payments	based	on	an	index	or	rate.	We	calculate	the
present	value	of	future	lease	payments	based	on	the	index	or	rate	at	the	lease	commencement	date	for	new	leases.	Differences	between	the	calculated
lease	payment	and	actual	payment	are	expensed	as	incurred.	Amortization	of	finance	lease	assets	is	recognized	over	the	lease	term	as	cost	of	revenues


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or	operating	expenses	depending	on	the	nature	of	the	leased	asset.	Interest	expense	on	finance	lease	liabilities	is	recognized	over	the	lease	term	within
Interest	expense	in	the	consolidated	statements	of	operations.
The	balances	for	the	operating	and	finance	leases	where	we	are	the	lessee	are	presented	as	follows	(in	millions)	within	our	consolidated	balance
sheets:
December	31,	2023
December	31,	2022
Operating	leases:
	
	
Operating	lease	right-of-use	assets
$
4,180
	
$
2,563
	
	
Accrued	liabilities	and	other
$
672
	
$
485
	
Other	long-term	liabilities
3,671
	
2,164
	
Total	operating	lease	liabilities
$
4,343
	
$
2,649
	
	
Finance	leases:
	
	
Solar	energy	systems,	net
$
23
	
$
25
	
Property,	plant	and	equipment,	net
601
	
1,094
	
Total	finance	lease	assets
$
624
	
$
1,119
	
	
Current	portion	of	long-term	debt	and	finance	leases
$
398
	
$
486
	
Long-term	debt	and	finance	leases,	net	of	current	portion
175
	
568
	
Total	finance	lease	liabilities
$
573
	
$
1,054
	
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The	components	of	lease	expense	are	as	follows	(in	millions)	within	our	consolidated	statements	of	operations:
Year	Ended	December	31,
2023
2022
2021
Operating	lease	expense:
	
	
	
Operating	lease	expense	(1)
$
1,153
	
$
798
	
$
627
	
	
Finance	lease	expense:
Amortization	of	leased	assets
$
506
	
$
493
	
$
415
	
Interest	on	lease	liabilities
45
	
72
	
89
	
Total	finance	lease	expense
$
551
	
$
565
	
$
504
	
	
Total	lease	expense
$
1,704
	
$
1,363
	
$
1,131
	
(1)
Includes	short-term	leases	and	variable	lease	costs,	which	are	immaterial.
Other	information	related	to	leases	where	we	are	the	lessee	is	as	follows:
December	31,	2023
December	31,	2022
Weighted-average	remaining	lease	term:
Operating	leases
7.4
	years
6.4
	years
Finance	leases
2.3
	years
3.1
	years
	
Weighted-average	discount	rate:
Operating	leases
5.6
	
%
5.3
	
%
Finance	leases
5.5
	
%
5.7
	
%
Supplemental	cash	flow	information	related	to	leases	where	we	are	the	lessee	is	as	follows	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Cash	paid	for	amounts	included	in	the	measurement	of	lease	liabilities:
Operating	cash	outflows	from	operating	leases
$
1,084
	
$
754
	
$
616
	
Operating	cash	outflows	from	finance	leases	(interest	payments)
$
47
	
$
75
	
$
89


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$
47
	
$
75
	
$
89
	
Leased	assets	obtained	in	exchange	for	finance	lease	liabilities
$
10
	
$
58
	
$
486
	
Leased	assets	obtained	in	exchange	for	operating	lease	liabilities
$
2,170
	
$
1,059
	
$
818
	
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As	of	December	31,	2023,	the	maturities	of	our	operating	and	finance	lease	liabilities	(excluding	short-term	leases)	are	as	follows	(in	millions):
	
Operating
Leases
Finance
Leases
2024
$
892
	
$
418
	
2025
831
	
81
	
2026
706
	
57
	
2027
603
	
38
	
2028
508
	
2
	
Thereafter
1,820
	
4
	
Total	minimum	lease	payments
5,360
	
600
	
Less:	Interest
1,017
	
27
	
Present	value	of	lease	obligations
4,343
	
573
	
Less:	Current	portion
672
	
398
	
Long-term	portion	of	lease	obligations
$
3,671
	
$
175
	
As	of	December	31,	2023,	we	have	excluded	from	the	table	above	additional	operating	leases	that	have	not	yet	commenced	with	aggregate	rent
payments	of	$
1.53
	billion.	These	operating	leases	will	commence	between	fiscal	year	2024	and	2025	with	lease	terms	of	
2
	years	to	
20
	years.
Operating	Lease	and	Sales-type	Lease	Receivables
We	are	the	lessor	of	certain	vehicle	and	solar	energy	system	arrangements	as	described	in	Note	2,	
Summary	of	Significant	Accounting	Policies
.	As	of
December	31,	2023,	maturities	of	our	operating	lease	and	sales-type	lease	receivables	from	customers	for	each	of	the	next	five	years	and	thereafter	were
as	follows	(in	millions):
Operating
Leases
Sales-type
Leases
2024
$
1,405
	
$
227
	
2025
960
	
214
	
2026
461
	
210
	
2027
227
	
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210
	
2027
227
	
102
	
2028
197
	
25
	
Thereafter
1,492
	
2
	
Gross	lease	receivables
$
4,742
	
$
780
	
The	above	table	does	not	include	vehicle	sales	to	customers	or	leasing	partners	with	a	resale	value	guarantee	as	the	cash	payments	were	received
upfront.	For	our	solar	PPA	arrangements,	customers	are	charged	solely	based	on	actual	power	produced	by	the	installed	solar	energy	system	at	a
predefined	rate	per	kilowatt-hour	of	power	produced.	The	future	payments	from	such	arrangements	are	not	included	in	the	above	table	as	they	are	a
function	of	the	power	generated	by	the	related	solar	energy	systems	in	the	future.
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Net	Investment	in	Sales-type	Leases
Net	investment	in	sales-type	leases,	which	is	the	sum	of	the	present	value	of	the	future	contractual	lease	payments,	is	presented	on	the
consolidated	balance	sheets	as	a	component	of	Prepaid	expenses	and	other	current	assets	for	the	current	portion	and	as	Other	non-current	assets	for	the
long-term	portion.	Lease	receivables	relating	to	sales-type	leases	are	presented	on	the	consolidated	balance	sheets	as	follows	(in	millions):
December	31,	2023
December	31,	2022
Gross	lease	receivables
$
780
	
$
837
	
Unearned	interest	income
(
78
)
(
95
)
Allowance	for	expected	credit	losses
(
6
)
(
4
)
Net	investment	in	sales-type	leases
$
696
	
$
738
	
	
Reported	as:
Prepaid	expenses	and	other	current	assets
$
189
	
$
164
	
Other	non-current	assets
507
	
574
	
Net	investment	in	sales-type	leases
$
696
	
$
738
	
Lease	Pass-Through	Financing	Obligation
As	of	December	31,	2023,	we	have	
five
	transactions	referred	to	as	“lease	pass-through	fund	arrangements.”	Under	these	arrangements,	our	wholly
owned	subsidiaries	finance	the	cost	of	solar	energy	systems	with	investors	through	arrangements	contractually	structured	as	master	leases	for	an	initial
term	ranging	between	
10
	and	
25
	years.	These	solar	energy	systems	are	subject	to	lease	or	PPAs	with	customers	with	an	initial	term	not	exceeding	
25
years.
Under	a	lease	pass-through	fund	arrangement,	the	investor	makes	a	large	upfront	payment	to	the	lessor,	which	is	one	of	our	subsidiaries,	and	in


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some	cases,	subsequent	periodic	payments.	
As	of	December	31,	2023,	the	future	minimum	master	lease	payments	to	be	received	from	investors,	for
each	of	the	next	five	years	and	thereafter,	were	as	follows	(in	millions):
2024
$
18
	
2025
27
	
2026
28
	
2027
29
	
2028
29
	
Thereafter
337
	
Total
$
468
	
Note	13	–	
Equity	Incentive	Plans
In	June	2019,	we	adopted	the	2019	Equity	Incentive	Plan	(the	“2019	Plan”).	The	2019	Plan	provides	for	the	grant	of	stock	options,	restricted	stock,
RSUs,	stock	appreciation	rights,	performance	units	and	performance	shares	to	our	employees,	directors	and	consultants.	Stock	options	granted	under	the
2019	Plan	may	be	either	incentive	stock	options	or	nonstatutory	stock	options.	Incentive	stock	options	may	only	be	granted	to	our	employees.
Nonstatutory	stock	options	may	be	granted	to	our	employees,	directors	and	consultants.	Generally,	our	stock	options	and	RSUs	vest	over	
four	years
	and
our	stock	options	are	exercisable	over	a	maximum	period	of	
10
	years	from	their	grant	dates.	Vesting	typically	terminates	when	the	employment	or
consulting	relationship	ends.
As	of	December	31,	2023,	
131.1
	million	shares	were	reserved	and	available	for	issuance	under	the	2019	Plan.
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The	following	table	summarizes	our	stock	option	and	RSU	activity	for	the	year	ended	December	31,	2023:
Stock	Options
RSUs
Number	of
Options
(in	thousands)
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Life	(years)
Aggregate
Intrinsic
Value
(in	billions)
Number
of	RSUs
(in	thousands)
Weighted-
Average
Grant
Date	Fair
Value
Beginning	of	period
343,564
$
30.65
	
21,333
$
162.32
	
Granted
9,521
$
226.50
	
11,743
$
228.33
	
Exercised	or	released
(
7,626
)
$
43.07
	
(
11,085
)
$
116.47
	
Cancelled
(
1,438
)
$
194.23
	
(
2,903
)
$
192.22
	
End	of	period
344,021
$
35.11
	
4.31
$
73.57
	
19,088
$
225.01
	
Vested	and	expected	to	vest,	December	31,	2023
340,884
$
33.38
	
4.27
$
73.45
	
18,446
$
225.76
	
Exercisable	and	vested,	December	31,	2023
329,124
$
27.07
	
4.11
$
72.90
	
The	weighted-average	grant	date	fair	value	of	RSUs	granted	in	the	years	ended	December	31,	2023,	2022	and	2021	was	$
228.33
,	$
239.85
	and
$
261.33
,	respectively.	The	aggregate	release	date	fair	value	of	RSUs	in	the	years	ended	December	31,	2023,	2022	and	2021	was	$
2.50
	billion,	$
4.32
billion	and	$
5.70


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4.32
billion	and	$
5.70
	billion,	respectively.
The	aggregate	intrinsic	value	of	options	exercised	in	the	years	ended	December	31,	2023,	2022,	and	2021	was	$
1.33
	billion,	$
1.90
	billion	and
$
26.88
	billion,	respectively.	During	the	year	ended	December	31,	2021,	our	CEO	exercised	all	of	the	remaining	vested	options	from	the	2012	CEO
Performance	Award,	which	amounted	to	an	intrinsic	value	of	$
23.45
	billion.
ESPP
Our	employees	are	eligible	to	purchase	our	common	stock	through	payroll	deductions	of	up	to	
15
%	of	their	eligible	compensation,	subject	to	any
plan	limitations.	The	purchase	price	would	be	
85
%	of	the	lower	of	the	fair	market	value	on	the	first	and	last	trading	days	of	each	
six-month
	offering
period.	During	the	years	ended	December	31,	2023,	2022	and	2021,	under	the	ESPP	we	issued	
2.1
	million,	
1.4
	million	and	
1.5
	million	shares,	respectively.
As	of	December	31,	2023,	there	were	
97.8
	million	shares	available	for	issuance	under	the	ESPP.
Fair	Value	Assumptions
We	use	the	fair	value	method	in	recognizing	stock-based	compensation	expense.	Under	the	fair	value	method,	we	estimate	the	fair	value	of	each
stock	option	award	with	service	or	service	and	performance	conditions	and	the	ESPP	on	the	grant	date	generally	using	the	Black-Scholes	option	pricing
model.	
The	weighted-average	assumptions	used	in	the	Black-Scholes	model	for	stock	options	are	as	follows:
Year	Ended	December	31,
2023
2022
2021
Risk-free	interest	rate
3.90


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2021
Risk-free	interest	rate
3.90
	
%
3.11
	
%
0.66
	
%
Expected	term	(in	years)
4.5
4.1
4.3
Expected	volatility
63
	
%
63
	
%
59
	
%
Dividend	yield
0.0
	
%
0.0
	
%
0.0
	
%
Grant	date	fair	value	per	share
$
121.62
	
$
114.51
	
$
128.02
	
The	fair	value	of	RSUs	with	service	or	service	and	performance	conditions	is	measured	on	the	grant	date	based	on	the	closing	fair	market	value	of
our	common	stock.	The	risk-free	interest	rate	is	based	on	the	U.S.	Treasury	yield	for	zero-coupon	U.S.	Treasury	notes	with	maturities	approximating	each
grant’s	expected	life.	We	use	our	historical	data	in	estimating	the	expected	term	of	our	employee	grants.	The	expected	volatility	is	based	on	the	average
of	the	implied	volatility	of	publicly	traded	options	for	our	common	stock	and	the	historical	volatility	of	our	common	stock.
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2018	CEO	Performance	Award
In	March	2018,	our	stockholders	approved	the	Board	of	Directors’	grant	of	
304.0
	million	stock	option	awards,	as	adjusted	to	give	effect	to	the	2020
Stock	Split	and	the	2022	Stock	Split,	to	our	CEO	(the	“2018	CEO	Performance	Award”).	The	2018	CEO	Performance	Award	consisted	of	
12
	vesting
tranches	with	a	vesting	schedule	based	entirely	on	the	attainment	of	both	operational	milestones	(performance	conditions)	and	market	conditions,
assuming	continued	employment	either	as	the	CEO	or	as	both	Executive	Chairman	and	Chief	Product	Officer	and	service	through	each	vesting	date.	Each
of	the	
12
	vesting	tranches	of	the	2018	CEO	Performance	Award	vested	upon	certification	by	the	Board	of	Directors	that	both	(i)	the	market	capitalization
milestone	for	such	tranche,	which	began	at	$
100.0
	billion	for	the	first	tranche	and	increases	by	increments	of	$
50.0
	billion	thereafter	(based	on	both	a	six
calendar	month	trailing	average	and	a	30	calendar	day	trailing	average,	counting	only	trading	days),	had	been	achieved,	and	(ii)	any	one	of	the	following
eight
	operational	milestones	focused	on	total	revenue	or	any	one	of	the	
eight
	operational	milestones	focused	on	Adjusted	EBITDA	had	been	achieved	for
the	four	consecutive	fiscal	quarters	on	an	annualized	basis	and	subsequently	reported	by	us	in	our	consolidated	financial	statements	filed	with	our	Forms
10-Q	and/or	10-K.	Adjusted	EBITDA	was	defined	as	net	income	(loss)	attributable	to	common	stockholders	before	interest	expense,	provision	(benefit)	for


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income	taxes,	depreciation	and	amortization	and	stock-based	compensation.	Upon	vesting	and	exercise,	including	the	payment	of	the	exercise	price	of
$
23.34
	per	share	as	adjusted	to	give	effect	to	the	2020	Stock	Split	and	the	2022	Stock	Split,	our	CEO	must	hold	shares	that	he	acquires	for	
five	years
post-exercise,	other	than	a	cashless	exercise	where	shares	are	simultaneously	sold	to	pay	for	the	exercise	price	and	any	required	tax	withholding.
The	achievement	status	of	the	operational	milestones	as	of	December	31,	2023	is	provided	below.
Total	Annualized	Revenue
Annualized	Adjusted	EBITDA
Milestone
(in	billions)
Achievement	Status
Milestone
(in	billions)
Achievement	Status
$
20.0
	
Achieved
$
1.5
	
Achieved
$
35.0
	
Achieved
$
3.0
	
Achieved
$
55.0
	
Achieved
$
4.5
	
Achieved
$
75.0
	
Achieved
$
6.0
	
Achieved
$
100.0
	
-
$
8.0
	
Achieved
$
125.0
	
-
$
10.0
	
Achieved
$
150.0
	
-
$
12.0
	
Achieved
$
175.0
	
-
$
14.0
	
Achieved
Stock-based	compensation	under	the	2018	CEO	Performance	Award	represented	a	non-cash	expense	and	was	recorded	as	a	Selling,	general,	and
administrative	operating	expense	in	our	consolidated	statements	of	operations.	In	each	quarter	since	the	grant	of	the	2018	CEO	Performance	Award,	we
had	recognized	expense,	generally	on	a	pro-rated	basis,	for	only	the	number	of	tranches	(up	to	the	maximum	of	
12


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12
	tranches)	that	corresponded	to	the
number	of	operational	milestones	that	had	been	achieved	or	had	been	determined	probable	of	being	achieved	in	the	future,	in	accordance	with	the
following	principles.
On	the	grant	date,	a	Monte	Carlo	simulation	was	used	to	determine	for	each	tranche	(i)	a	fixed	amount	of	expense	for	such	tranche	and	(ii)	the
future	time	when	the	market	capitalization	milestone	for	such	tranche	was	expected	to	be	achieved,	or	its	“expected	market	capitalization	milestone
achievement	time.”	Separately,	based	on	a	subjective	assessment	of	our	future	financial	performance	each	quarter,	we	determined	whether	it	was
probable	that	we	would	achieve	each	operational	milestone	that	had	not	previously	been	achieved	or	deemed	probable	of	achievement	and	if	so,	the
future	time	when	we	expected	to	achieve	that	operational	milestone,	or	its	“expected	operational	milestone	achievement	time.”
As	of	December	31,	2022,	all	remaining	unrecognized	stock-based	compensation	expense	under	the	2018	CEO	Performance	Award	had	been
recognized.	For	the	years	ended	December	31,	2022	and	2021,	we	recorded	stock-based	compensation	expense	of	$
66
	million	and	$
910
	million,
respectively,	related	to	the	2018	CEO	Performance	Award.
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Other	Performance-Based	Grants
From	time	to	time,	the	Compensation	Committee	of	our	Board	of	Directors	grants	certain	employees	performance-based	RSUs	and	stock	options.
As	of	December	31,	2023,	we	had	unrecognized	stock-based	compensation	expense	of	$
655
	million	under	these	grants	to	purchase	or	receive	an
aggregate	
5.3
	million	shares	of	our	common	stock.	For	awards	probable	of	achievement,	we	estimate	the	unrecognized	stock-based	compensation
expense	of	$
110
	million	will	be	recognized	over	a	weighted-average	period	of	
4.0
	years.
For	the	years	ended	December	31,	2023	and	2022,	we	recorded	$
57
	million	and	$
159
	million,	respectively,	of	stock-based	compensation	expense
related	to	these	grants,	net	of	forfeitures.
Summary	Stock-Based	Compensation	Information
The	following	table	summarizes	our	stock-based	compensation	expense	by	line	item	in	the	consolidated	statements	of	operations	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Cost	of	revenues
$
741
	
$
594
	
$
421
	
Research	and	development
689
	
536
	
448
	
Selling,	general	and	administrative
382
	
430
	
1,252
	
Total
$
1,812
	
$
1,560
	
$
2,121
	
Our	income	tax	benefits	recognized	from	stock-based	compensation	arrangements	were	
immaterial
	while	we	were	under	full	valuation	allowances
on	our	U.S.	deferred	tax	assets	during	the	years	ended	December	31,	2022	and	2021.	With	the	release	of	the	valuation	allowance	associated	with	our


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federal	and	certain	state	deferred	tax	assets	in	2023,	income	tax	benefits	recognized	from	stock-based	compensation	expense	were	$
326
	million	during
the	year	ended	December	31,	2023.	During	the	years	ended	December	31,	2023,	2022	and	2021,	stock-based	compensation	expense	capitalized	to	our
consolidated	balance	sheets	was	$
199
	million,	$
245
	million	and	$
182
	million,	respectively.	As	of	December	31,	2023,	we	had	$
4.82
	billion	of	total
unrecognized	stock-based	compensation	expense	related	to	non-performance	awards,	which	will	be	recognized	over	a	weighted-average	period	of	
2.8
years.
Note	14	–	
Income	Taxes
Our	income	before	(benefit	from)	provision	for	income	taxes	for	the	years	ended	December	31,	2023,	2022	and	2021	was	as	follows	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Domestic
$
3,196
	
$
5,524
	
$
(
130
)
Noncontrolling	interest	and	redeemable	noncontrolling	interest
(
23
)
31
	
125
	
Foreign
6,800
	
8,164
	
6,348
	
Income	before	income	taxes
$
9,973
	
$
13,719
	
$
6,343
	
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A	(benefit	from)	provision	for	income	taxes	of	$(
5.00
)	billion,	$
1.13
	billion	and	$
699
	million	has	been	recognized	for	the	years	ended	December	31,
2023,	2022	and	2021,	respectively.	
The	components	of	the	(benefit	from)	provision	for	income	taxes	for	the	years	ended	December	31,	2023,	2022	and
2021	consisted	of	the	following	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Current:
Federal
$
48
	
$
—
	
$
—
	
State
57
	
62
	
9
	
Foreign
1,243
	
1,266
	
839
	
Total	current
1,348
	
1,328
	
848
	
Deferred:
Federal
(
5,246
)
26
	
—
	
State
(
653
)
1
	
—
	
Foreign
(
450
)
(
223
)
(
149
)
Total	deferred
(
6,349
)
(
196
)
(
149
)
Total	(Benefit	from)	provision	for	income	taxes
$
(
5,001
)
$
1,132
	
$
699
	
The	reconciliation	of	taxes	at	the	federal	statutory	rate	to	our	(benefit	from)	provision	for	income	taxes	for	the	years	ended	December	31,	2023,
2022	and	2021	was	as	follows	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Tax	at	statutory	federal	rate
$
2,094
	
$
2,881
	
$
1,332
	
State	tax,	net	of	federal	benefit
(
372
)
51
	
6
	
Nondeductible	executive	compensation
23
	
14
	
201


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23
	
14
	
201
	
Excess	tax	benefits	related	to	stock-based	compensation
(
288
)
(
745
)
(
7,123
)
Nontaxable	manufacturing	credit
(
101
)
—
	
—
	
Foreign	income	rate	differential
(
816
)
(
923
)
(
668
)
U.S.	tax	credits
(
593
)
(
276
)
(
328
)
GILTI	inclusion
670
	
1,279
	
1,008
	
Unrecognized	tax	benefits
183
	
252
	
28
	
Change	in	valuation	allowance
(
5,962
)
(
1,532
)
6,165
	
Other
161
	
131
	
78
	
(Benefit	from)	provision	for	income	taxes
$
(
5,001
)
$
1,132
	
$
699
	
We	monitor	the	realizability	of	our	deferred	tax	assets	taking	into	account	all	relevant	factors	at	each	reporting	period.	As	of	December	31,	2023,
based	on	the	relevant	weight	of	positive	and	negative	evidence,	including	the	amount	of	our	taxable	income	in	recent	years	which	is	objective	and
verifiable,	and	consideration	of	our	expected	future	taxable	earnings,	we	concluded	that	it	is	more	likely	than	not	that	our	U.S.	federal	and	certain	state
deferred	tax	assets	are	realizable.	As	such,	we	released	$
6.54
	billion	of	our	valuation	allowance	associated	with	the	U.S.	federal	and	state	deferred	tax
assets,	with	the	exception	of	our	California	deferred	tax	assets.	We	continue	to	maintain	a	full	valuation	allowance	against	our	California	deferred	tax


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assets	as	of	December	31,	2023,	because	we	concluded	they	are	not	more	likely	than	not	to	be	realized	as	we	expect	our	California	deferred	tax	assets
generation	in	future	years	to	exceed	our	ability	to	use	these	deferred	tax	assets.
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Deferred	tax	assets	(liabilities)	as	of	December	31,	2023	and	2022	consisted	of	the	following	(in	millions):
December	31,
2023
December	31,
2022
Deferred	tax	assets:
Net	operating	loss	carry-forwards
$
2,826
	
$
4,486
	
Research	and	development	credits
1,358
	
1,184
	
Other	tax	credits	and	attributes
827
	
217
	
Deferred	revenue
1,035
	
751
	
Inventory	and	warranty	reserves
1,258
	
819
	
Stock-based	compensation
230
	
185
	
Operating	lease	right-of-use	liabilities
930
	
554
	
Capitalized	research	and	development	costs
1,344
	
693
	
Deferred	GILTI	tax	assets
760
	
466
	
Accruals	and	others
206
	
178
	
Total	deferred	tax	assets
10,774
	
9,533
	
Valuation	allowance
(
892
)
(
7,349
)
Deferred	tax	assets,	net	of	valuation	allowance
9,882
	
2,184
	
Deferred	tax	liabilities:
Depreciation	and	amortization
(
2,122
)
(
1,178
)
Investment	in	certain	financing	funds
(
133
)
(
238
)
Operating	lease	right-of-use	assets
(
859
)
(
506
)
Other
(
116
)
(
15
)
Total	deferred	tax	liabilities
(
3,230
)
(
1,937
)
Deferred	tax	assets	(liabilities),	net	of	valuation	allowance
$
6,652
	
$
247
	
As	of	December	31,	2023,	we	maintained	valuation	allowances	of	$
892
	million	for	deferred	tax	assets	that	are	not	more	likely	than	not	to	be


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realized,	which	primarily	included	deferred	tax	assets	in	the	state	of	California	and	certain	foreign	operating	losses.	The	valuation	allowance	on	our	net
deferred	tax	assets	decreased	by	$
6.46
	billion	and	$
1.73
	billion	during	the	years	ended	December	31,	2023	and	2022,	respectively,	and	increased	by
$
6.14
	billion	during	the	year	ended	December	31,	2021.	The	valuation	allowance	decrease	during	the	year	ended	December	31,	2023	was	primarily	due
to	the	release	of	our	valuation	allowance	with	respect	to	our	U.S.	federal	and	certain	state	deferred	tax	assets.	The	changes	in	valuation	allowances
during	the	years	ended	December	31,	2022	and	2021	were	primarily	due	to	changes	in	our	U.S.	deferred	tax	assets	and	liabilities	in	the	respective	year.
Among	our	deferred	tax	assets	in	foreign	jurisdictions,	we	recorded	a	valuation	allowance	on	certain	foreign	net	operating	losses	that	are	not	more	likely
than	not	to	be	realized.	The	remainder	of	our	foreign	deferred	tax	assets	are	more	likely	than	not	to	be	realized	given	the	expectation	of	future	earnings
in	these	jurisdictions.
As	of	December	31,	2023,	we	had	$
10.31
	billion	of	federal	and	$
10.36
	billion	of	state	net	operating	loss	carry-forwards	available	to	offset	future
taxable	income,	some	of	which,	if	not	utilized,	will	begin	to	expire	in	2024	for	federal	and	state	purposes.	Federal	and	state	laws	can	impose	substantial
restrictions	on	the	utilization	of	net	operating	loss	and	tax	credit	carry-forwards	in	the	event	of	an	“ownership	change,”	as	defined	in	Section	382	of	the


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Internal	Revenue	Code.	We	have	determined	that	no	significant	limitation	would	be	placed	on	the	utilization	of	our	net	operating	loss	and	tax	credit	carry-
forwards	due	to	prior	ownership	changes	or	expirations.
As	of	December	31,	2023,	we	had	federal	research	and	development	tax	credits	of	$
1.10
	billion,	federal	renewable	energy	tax	credits	of
$
605
	million,	and	state	research	and	development	tax	credits	of	$
923
	million.	Most	of	our	state	research	and	development	tax	credits	were	in	the	state	of
California.	If	not	utilized,	some	of	the	federal	tax	credits	may	expire	in	various	amounts	beginning	in	
2036
.	However,	California	research	and	development
tax	credits	can	be	carried	forward	indefinitely.
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The	local	government	of	Shanghai	granted	a	beneficial	corporate	income	tax	rate	of	
15
%	to	certain	eligible	enterprises,	compared	to	the	
25
%
statutory	corporate	income	tax	rate	in	China.	Our	Gigafactory	Shanghai	subsidiary	was	granted	this	beneficial	income	tax	rate	of	
15
%	for	2019	through
2023.	Starting	in	2024,	Gigafactory	Shanghai	is	subject	to	
25
%	statutory	corporate	income	tax	rate	in	China.
As	of	December	31,	2023,	we	intend	to	indefinitely	reinvest	our	foreign	earnings	and	cash	unless	such	repatriation	results	in	no	or	minimal	tax	costs.
We	have	recorded	the	taxes	associated	with	the	foreign	earnings	we	intend	to	repatriate	in	the	future.	For	the	earnings	we	intend	to	indefinitely	reinvest,
no
	deferred	tax	liabilities	for	foreign	withholding	or	other	taxes	have	been	recorded.	The	estimated	amount	of	such	unrecognized	withholding	tax	liability
associated	with	the	indefinitely	reinvested	earnings	is	approximately	$
245
	million.
Uncertain	Tax	Positions
The	changes	to	our	gross	unrecognized	tax	benefits	were	as	follows	(in	millions):
December	31,	2020
$
380
	
Increases	in	balances	related	to	prior	year	tax	positions
117
	
Decreases	in	balances	related	to	prior	year	tax	positions
(
90
)
Increases	in	balances	related	to	current	year	tax	positions
124
	
December	31,	2021
531
	
Increases	in	balances	related	to	prior	year	tax	positions
136
	
Decreases	in	balances	related	to	prior	year	tax	positions
(
12
)
Increases	in	balances	related	to	current	year	tax	positions
222


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222
	
Decreases	in	balances	related	to	expiration	of	the	statute	of	limitations
(
7
)
December	31,	2022
870
	
Increases	in	balances	related	to	prior	year	tax	positions
59
	
Decreases	related	to	settlement	with	tax	authorities
(
6
)
Increases	in	balances	related	to	current	year	tax	positions
255
	
Decreases	in	balances	related	to	expiration	of	the	statute	of	limitations
(
4
)
December	31,	2023
$
1,174
	
We	include	interest	and	penalties	related	to	unrecognized	tax	benefits	in	income	tax	expense.	We	recognized	net	interest	and	penalties	related	to
unrecognized	tax	benefits	in	provision	for	income	taxes	line	of	our	consolidated	statements	of	operations	of	$
17
	million,	$
27
	million	and	$
4
	million	for	the
years	ended	December	31,	2023,	2022	and	2021,	respectively.	As	of	December	31,	2023,	and	2022,	we	have	accrued	$
47
	million	and	$
31
	million,
respectively,	related	to	interest	and	penalties	on	our	unrecognized	tax	benefits.	Unrecognized	tax	benefits	of	$
901
	million,	if	recognized,	would	affect	our
effective	tax	rate.
We	file	income	tax	returns	in	the	U.S.	and	various	state	and	foreign	jurisdictions.	We	are	currently	under	examination	by	the	Internal	Revenue
Service	(“IRS”)	for	the	years	2015	to	2018.	Additional	tax	years	within	the	periods	2004	to	2014	and	2019	to	2022	remain	subject	to	examination	for


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federal	income	tax	purposes.	All	net	operating	losses	and	tax	credits	generated	to	date	are	subject	to	adjustment	for	U.S.	federal	and	state	income	tax
purposes.	Our	returns	for	2004	and	subsequent	tax	years	remain	subject	to	examination	in	U.S.	state	and	foreign	jurisdictions.
Given	the	uncertainty	in	timing	and	outcome	of	our	tax	examinations,	an	estimate	of	the	range	of	the	reasonably	possible	change	in	gross
unrecognized	tax	benefits	within	twelve	months	cannot	be	made	at	this	time.
Note	15	–	
Commitments	and	Contingencies
Operating	Lease	Arrangement	in	Buffalo,	New	York
We	have	an	operating	lease	arrangement	through	the	Research	Foundation	for	the	SUNY	Foundation	with	respect	to	Gigafactory	New	York.	Under
the	lease	and	a	related	research	and	development	agreement,	we	are	continuing	to	further	develop	the	facility.
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Under	this	agreement,	we	are	obligated	to,	among	other	things,	meet	employment	targets	as	well	as	specified	minimum	numbers	of	personnel	in
the	State	of	New	York	and	in	Buffalo,	New	York	and	spend	or	incur	$
5.00
	billion	in	combined	capital,	operational	expenses,	costs	of	goods	sold	and	other
costs	in	the	State	of	New	York	during	the	
10-year
	period	beginning	April	30,	2018.	On	an	annual	basis	during	the	initial	lease	term,	as	measured	on	each
anniversary	of	such	date,	if	we	fail	to	meet	these	specified	investment	and	job	creation	requirements,	then	we	would	be	obligated	to	pay	a	$
41
	million
“program	payment”	to	the	SUNY	Foundation	for	each	year	that	we	fail	to	meet	these	requirements.	Furthermore,	if	the	arrangement	is	terminated	due	to
a	material	breach	by	us,	then	additional	amounts	may	become	payable	by	us.
In	2021,	an	amendment	was	executed	to	extend	our	overall	agreement	to	spend	or	incur	$
5.00
	billion	in	combined	capital,	operational	expenses,
costs	of	goods	sold	and	other	costs	in	the	State	of	New	York	through	December	31,	2029.	On	February	1,	2022,	we	reported	to	the	State	of	New	York	that
we	had	met	and	exceeded	our	annual	requirements	for	jobs	and	investment	in	Buffalo	and	New	York	State.	As	of	December	31,	2023,	we	have	met	and
expect	to	meet	the	requirements	under	this	arrangement	based	on	our	current	and	anticipated	level	of	operations.	However,	if	our	expectations	as	to	the
costs	and	timelines	of	our	investment	and	operations	at	Buffalo	prove	incorrect,	we	may	incur	additional	expenses	or	be	required	to	make	substantial


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payments	to	the	SUNY	Foundation.
Operating	Lease	Arrangement	in	Shanghai,	China
We	have	an	operating	lease	arrangement	for	an	initial	term	of	
50
	years	with	the	local	government	of	Shanghai	for	land	use	rights	where	we	have
been	constructing	Gigafactory	Shanghai.	Under	the	terms	of	the	arrangement,	we	are	required	to	spend	RMB	
14.08
	billion	in	capital	expenditures	by	the
end	of	2023,	which	has	been	achieved	in	2023,	and	to	generate	RMB	
2.23
	billion	of	annual	tax	revenues	starting	at	the	end	of	2023.	As	of	December	31,
2023,	we	have	met	and	expect	to	meet	the	tax	revenue	requirements	based	on	our	current	level	of	spend	and	sales.
Legal	Proceedings
Litigation	Relating	to	2018	CEO	Performance	Award
On	June	4,	2018,	a	purported	Tesla	stockholder	filed	a	putative	class	and	derivative	action	in	the	Delaware	Court	of	Chancery	against	Elon	Musk	and
the	members	of	Tesla’s	board	of	directors	as	then	constituted,	alleging	corporate	waste,	unjust	enrichment	and	that	such	board	members	breached	their
fiduciary	duties	by	approving	the	stock-based	compensation	plan	awarded	to	Elon	Musk	in	2018.	Trial	was	held	November	14-18,	2022.	Post-trial	briefing
and	argument	are	now	complete.
Litigation	Related	to	Directors’	Compensation
On	June	17,	2020,	a	purported	Tesla	stockholder	filed	a	derivative	action	in	the	Delaware	Court	of	Chancery,	purportedly	on	behalf	of	Tesla,	against


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certain	of	Tesla’s	current	and	former	directors	regarding	compensation	awards	granted	to	Tesla’s	directors,	other	than	Elon	Musk,	between	2017	and
2020.	The	suit	asserts	claims	for	breach	of	fiduciary	duty	and	unjust	enrichment	and	seeks	declaratory	and	injunctive	relief,	unspecified	damages	and
other	relief.	Defendants	filed	their	answer	on	September	17,	2020.
On	July	14,	2023,	the	parties	filed	a	Stipulation	and	Agreement	of	Compromise	and	Settlement,	which	does	not	involve	an	admission	of	any
wrongdoing	by	any	party.	If	the	settlement	is	approved	by	the	Court,	this	action	will	be	fully	settled	and	dismissed	with	prejudice.	Pursuant	to	the	terms	of
the	agreement,	Tesla	provided	notice	of	the	proposed	settlement	to	stockholders	of	record	as	of	July	14,	2023.	The	Court	held	a	hearing	regarding	the
settlement	on	October	13,	2023,	after	which	it	took	the	settlement	and	plaintiff	counsels’	fee	request	under	advisement.	The	settlement	is	not	expected
to	have	an	adverse	impact	on	our	results	of	operations,	cash	flows	or	financial	position.
Litigation	Relating	to	Potential	Going	Private	Transaction
Between	August	10,	2018	and	September	6,	2018,	
nine
	purported	stockholder	class	actions	were	filed	against	Tesla	and	Elon	Musk	in	connection
with	Mr.	Musk’s	August	7,	2018	Twitter	post	that	he	was	considering	taking	Tesla	private.	On	January	16,	2019,	Plaintiffs	filed	their	consolidated	complaint
in	the	United	States	District	Court	for	the	Northern	District	of	California	and	added	as	defendants	the	members	of	Tesla’s	board	of	directors.	The


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consolidated	complaint	asserts	claims	for	violations	of	the	federal	securities	laws	and	seeks	unspecified	damages	and	other	relief.	The	parties	stipulated
to	certification	of	a	class	of	stockholders,	which	the	court	granted	on	November	25,	2020.	Trial	started	on	January	17,	2023,	and	on	February	3,	2023,	a
jury	rendered	a	verdict	in	favor	of	the	defendants	on	all	counts.	After	trial,	plaintiffs	filed	a	motion	for	judgment	as	a	matter	of	law	and	a	motion	for	new
trial,	which	the	Court	denied	and	judgement	was	entered	in	favor	of	defendants	on	July	11,	2023.	On	July	14,	2023,	plaintiffs	filed	a	notice	of	appeal.
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Between	October	17,	2018	and	March	8,	2021,	
seven
	derivative	lawsuits	were	filed	in	the	Delaware	Court	of	Chancery,	purportedly	on	behalf	of
Tesla,	against	Mr.	Musk	and	the	members	of	Tesla’s	board	of	directors,	as	constituted	at	relevant	times,	in	relation	to	statements	made	and	actions
connected	to	a	potential	going	private	transaction,	with	certain	of	the	lawsuits	challenging	additional	Twitter	posts	by	Mr.	Musk,	among	other	things.	
Five
of	those	actions	were	consolidated,	and	all	
seven
	actions	have	been	stayed	pending	resolution	of	the	appeal	in	the	above-referenced	consolidated
purported	stockholder	class	action.	In	addition	to	these	cases,	
two
	derivative	lawsuits	were	filed	on	October	25,	2018	and	February	11,	2019	in	the	U.S.
District	Court	for	the	District	of	Delaware,	purportedly	on	behalf	of	Tesla,	against	Mr.	Musk	and	the	members	of	the	Tesla	board	of	directors	as	then
constituted.	Those	cases	have	also	been	consolidated	and	stayed	pending	resolution	of	the	appeal	in	the	above-referenced	consolidated	purported
stockholder	class	action.
On	October	21,	2022,	a	lawsuit	was	filed	in	the	Delaware	Court	of	Chancery	by	a	purported	shareholder	of	Tesla	alleging,	among	other	things,	that
board	members	breached	their	fiduciary	duties	in	connection	with	their	oversight	of	the	Company’s	2018	settlement	with	the	SEC,	as	amended.	Among
other	things,	the	plaintiff	seeks	reforms	to	the	Company’s	corporate	governance	and	internal	procedures,	unspecified	damages,	and	attorneys’	fees.	The


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parties	reached	an	agreement	to	stay	the	case	until	March	5,	2024.
On	November	15,	2021,	JPMorgan	Chase	Bank	(“JP	Morgan”)	filed	a	lawsuit	against	Tesla	in	the	Southern	District	of	New	York	alleging	breach	of	a
stock	warrant	agreement	that	was	entered	into	as	part	of	a	convertible	notes	offering	in	2014.	In	2018,	JP	Morgan	informed	Tesla	that	it	had	adjusted	the
strike	price	based	upon	Mr.	Musk’s	August	7,	2018	Twitter	post	that	he	was	considering	taking	Tesla	private.	Tesla	disputed	JP	Morgan’s	adjustment	as	a
violation	of	the	parties’	agreement.	In	2021,	Tesla	delivered	shares	to	JP	Morgan	per	the	agreement,	which	they	duly	accepted.	JP	Morgan	now	alleges
that	it	is	owed	approximately	$
162
	million	as	the	value	of	additional	shares	that	it	claims	should	have	been	delivered	as	a	result	of	the	adjustment	to	the
strike	price	in	2018.	On	January	24,	2022,	Tesla	filed	multiple	counterclaims	as	part	of	its	answer	to	the	underlying	lawsuit,	asserting	among	other	points
that	JP	Morgan	should	have	terminated	the	stock	warrant	agreement	in	2018	rather	than	make	an	adjustment	to	the	strike	price	that	it	should	have
known	would	lead	to	a	commercially	unreasonable	result.	Tesla	believes	that	the	adjustments	made	by	JP	Morgan	were	neither	proper	nor	commercially
reasonable,	as	required	under	the	stock	warrant	agreements.	JP	Morgan	filed	a	motion	for	judgment	on	the	pleadings,	which	Tesla	opposed,	and	that
motion	is	currently	pending	before	the	Court.
Litigation	and	Investigations	Relating	to	Alleged	Discrimination	and	Harassment


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On	October	4,	2021,	in	a	case	captioned	Diaz	v.	Tesla,	a	jury	in	the	Northern	District	of	California	returned	a	verdict	against	Tesla	on	claims	by	a
former	contingent	worker	that	he	was	subjected	to	race	discrimination	while	assigned	to	work	at	Tesla’s	Fremont	Factory	from	2015-2016.	A	retrial	was
held	starting	on	March	27,	2023,	after	which	a	jury	returned	a	verdict	of	$
3,175,000
.	As	a	result,	the	damages	awarded	against	Tesla	were	reduced	from
an	initial	$
136.9
	million	(October	4,	2021)	down	to	$
15
	million	(April	13,	2022),	and	then	further	down	to	$
3.175
	million	(April	3,	2023).	On	November	2,
2023,	the	plaintiff	filed	a	notice	of	appeal,	and	on	November	16,	2023,	Tesla	filed	a	notice	of	cross	appeal.
On	February	9,	2022,	shortly	after	the	first	Diaz	jury	verdict,	the	California	Civil	Rights	Department	(“CRD,”	formerly	“DFEH”)	filed	a	civil	complaint
against	Tesla	in	Alameda	County,	California	Superior	Court,	alleging	systemic	race	discrimination,	hostile	work	environment	and	pay	equity	claims,	among
others.	CRD’s	amended	complaint	seeks	monetary	damages	and	injunctive	relief.	On	September	22,	2022,	Tesla	filed	a	cross	complaint	against	CRD,
alleging	that	it	violated	the	Administrative	Procedures	Act	by	failing	to	follow	statutory	pre-requisites	prior	to	filing	suit	and	that	cross	complaint	was


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subject	to	a	sustained	demurrer,	which	Tesla	later	amended	and	refiled.	The	case	is	currently	in	discovery.
Additionally,	on	June	1,	2022	the	Equal	Employment	Opportunity	Commission	(“EEOC”)	issued	a	cause	finding	against	Tesla	that	closely	parallels	the
CRD’s	allegations.	On	September	28,	2023,	the	EEOC	filed	a	civil	complaint	against	Tesla	in	the	United	States	District	Court	for	the	Northern	District	of
California	asserting	claims	for	race	harassment	and	retaliation	and	seeking,	among	other	things,	monetary	and	injunctive	relief.	On	December	18,	2023,
Tesla	filed	a	motion	to	stay	the	case.	Separately,	on	December	26,	2023,	Tesla	filed	a	motion	to	dismiss	the	case.
On	June	16,	2022,	
two
	Tesla	stockholders	filed	separate	derivative	actions	in	the	U.S.	District	Court	for	the	Western	District	of	Texas,	purportedly	on
behalf	of	Tesla,	against	certain	of	Tesla’s	current	and	former	directors.	Both	suits	assert	claims	for	breach	of	fiduciary	duty,	unjust	enrichment,	and
violation	of	the	federal	securities	laws	in	connection	with	alleged	race	and	gender	discrimination	and	sexual	harassment.	Among	other	things,	plaintiffs
seek	declaratory	and	injunctive	relief,	unspecified	damages	payable	to	Tesla,	and	attorneys’	fees.	On	July	22,	2022,	the	Court	consolidated	the	
two
	cases
and	on	September	6,	2022,	plaintiffs	filed	a	consolidated	complaint.	On	November	7,	2022,	the	defendants	filed	a	motion	to	dismiss	the	case	and	on


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September	15,	2023,	the	Court	dismissed	the	action	but	granted	plaintiffs	leave	to	file	an	amended	complaint.	On	November	2,	2023,	plaintiff	filed	an
amended	complaint	purportedly	on	behalf	of	Tesla,	against	Elon	Musk.	On	December	19,	2023,	the	defendants	moved	to	dismiss	the	amended	complaint.
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Other	Litigation	Related	to	Our	Products	and	Services
We	are	also	subject	to	various	lawsuits	that	seek	monetary	and	other	injunctive	relief.	These	lawsuits	include	proposed	class	actions	and	other
consumer	claims	that	allege,	among	other	things,	purported	defects	and	misrepresentations	related	to	our	products	and	services.	For	example,	on
September	14,	2022,	a	proposed	class	action	was	filed	against	Tesla,	Inc.	and	related	entities	in	the	U.S.	District	Court	for	the	Northern	District	of
California,	alleging	various	claims	about	the	Company’s	driver	assistance	technology	systems	under	state	and	federal	law.	This	case	was	later
consolidated	with	several	other	proposed	class	actions,	and	a	Consolidated	Amended	Complaint	was	filed	on	October	28,	2022,	which	seeks	damages	and
other	relief	on	behalf	of	all	persons	who	purchased	or	leased	from	Tesla	between	January	1,	2016	to	the	present.	On	October	5,	2022	a	proposed	class
action	complaint	was	filed	in	the	U.S.	District	Court	for	the	Eastern	District	of	New	York	asserting	similar	state	and	federal	law	claims	against	the	same
defendants.	On	September	30,	2023,	the	Court	dismissed	this	action	with	leave	to	amend	the	complaint.	On	November	20,	2023,	the	plaintiff	moved	to
amend	the	complaint,	which	Tesla	opposed.	On	March	22,	2023,	the	plaintiffs	in	the	Northern	District	of	California	consolidated	action	filed	a	motion	for	a
preliminary	injunction	to	order	Tesla	to	(1)	cease	using	the	term	“Full	Self-Driving	Capability”	(FSD	Capability),	(2)	cease	the	sale	and	activation	of	FSD


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Capability	and	deactivate	FSD	Capability	on	Tesla	vehicles,	and	(3)	provide	certain	notices	to	consumers	about	proposed	court-findings	about	the
accuracy	of	the	use	of	the	terms	Autopilot	and	FSD	Capability.	Tesla	opposed	the	motion.	On	September	30,	2023,	the	Court	denied	the	request	for	a
preliminary	injunction,	compelled	four	of	five	plaintiffs	to	arbitration,	and	dismissed	the	claims	of	the	fifth	plaintiff	with	leave	to	amend	the	complaint.	On
October	31,	2023,	the	remaining	plaintiff	in	the	Northern	District	of	California	action	filed	an	amended	complaint,	which	Tesla	has	moved	to	dismiss.	On
October	2,	2023,	a	similar	proposed	class	action	was	filed	in	San	Diego	County	Superior	Court	in	California.	Tesla	subsequently	removed	the	San	Diego
County	case	to	federal	court	and	on	January	8,	2024,	the	federal	court	granted	Tesla’s	motion	to	transfer	the	case	to	the	U.S.	District	Court	for	the
Northern	District	of	California.
On	February	27,	2023,	a	proposed	class	action	was	filed	in	the	U.S.	District	Court	for	the	Northern	District	of	California	against	Tesla,	Inc.,	Elon	Musk
and	certain	current	and	former	Company	executives.	The	complaint	alleges	that	the	defendants	made	material	misrepresentations	and	omissions	about
the	Company’s	Autopilot	and	FSD	Capability	technologies	and	seeks	money	damages	and	other	relief	on	behalf	of	persons	who	purchased	Tesla	stock
between	February	19,	2019	and	February	17,	2023.	An	amended	complaint	was	filed	on	September	5,	2023,	naming	only	Tesla,	Inc.	and	Elon	Musk	as


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defendants.	On	November	6,	2023,	Tesla	moved	to	dismiss	the	amended	complaint.
On	March	14,	2023,	a	proposed	class	action	was	filed	against	Tesla,	Inc.	in	the	U.S.	District	Court	for	the	Northern	District	of	California.	Several
similar	complaints	have	also	been	filed	in	the	same	court	and	these	cases	have	now	all	been	consolidated.	These	complaints	allege	that	Tesla	violates
federal	antitrust	and	warranty	laws	through	its	repair,	service,	and	maintenance	practices	and	seeks,	among	other	relief,	damages	for	persons	who	paid
Tesla	for	repairs	services	or	Tesla	compatible	replacement	parts	from	March	2019	to	March	2023.	On	July	17,	2023,	these	plaintiffs	filed	a	consolidated
amended	complaint.	On	September	27,	2023,	the	court	granted	Tesla’s	motion	to	compel	arbitration	as	to	three	of	the	plaintiffs,	and	on	November	17,
2023,	the	court	granted	Tesla’s	motion	to	dismiss	without	prejudice.	The	plaintiffs	filed	a	Consolidated	Second	Amended	Complaint	on	December	12,
2023,	which	Tesla	has	moved	to	dismiss.	Plaintiffs	have	also	appealed	the	court’s	arbitration	order.	Trial	is	currently	set	for	July	7,	2025.
The	Company	intends	to	vigorously	defend	itself	in	these	matters;	however,	we	cannot	predict	the	outcome	or	impact.	We	are	unable	to	reasonably
estimate	the	possible	loss	or	range	of	loss,	if	any,	associated	with	these	claims,	unless	noted.
Certain	Investigations	and	Other	Matters
We	regularly	receive	requests	for	information,	including	subpoenas,	from	regulators	and	governmental	authorities	such	as	the	National	Highway


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Traffic	Safety	Administration,	the	National	Transportation	Safety	Board,	the	Securities	and	Exchange	Commission	(“SEC”),	the	Department	of	Justice
(“DOJ”),	and	various	local,	state,	federal,	and	international	agencies.	The	ongoing	requests	for	information	include	topics	such	as	operations,	technology
(e.g.,	vehicle	functionality,	Autopilot	and	FSD	Capability),	compliance,	finance,	data	privacy,	and	other	matters	related	to	Tesla’s	business,	its	personnel,
and	related	parties.	We	routinely	cooperate	with	such	formal	and	informal	requests	for	information,	investigations,	and	other	inquiries.	To	our	knowledge
no	government	agency	in	any	ongoing	investigation	has	concluded	that	any	wrongdoing	occurred.	We	cannot	predict	the	outcome	or	impact	of	any
ongoing	matters.	Should	the	government	decide	to	pursue	an	enforcement	action,	there	exists	the	possibility	of	a	material	adverse	impact	on	our
business,	results	of	operation,	prospects,	cash	flows,	financial	position	or	brand.
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We	are	also	subject	to	various	other	legal	proceedings,	risks	and	claims	that	arise	from	the	normal	course	of	business	activities.	For	example,	during
the	second	quarter	of	2023,	a	foreign	news	outlet	reported	that	it	obtained	certain	misappropriated	data	including,	purportedly	non-public	Tesla	business
and	personal	information.	Tesla	has	made	notifications	to	potentially	affected	individuals	(current	and	former	employees)	and	regulatory	authorities	and
we	are	working	with	certain	law	enforcement	and	other	authorities.	On	August	5,	2023,	a	putative	class	action	was	filed	in	the	United	States	District	Court
for	the	Northern	District	of	California,	purportedly	on	behalf	of	all	U.S.	individuals	impacted	by	the	data	incident,	followed	by	several	additional	lawsuits,
that	each	assert	claims	under	various	state	laws	and	seeks	monetary	damages	and	other	relief.	If	an	unfavorable	ruling	or	development	were	to	occur	in
these	or	other	possible	legal	proceedings,	risks	and	claims,	there	exists	the	possibility	of	a	material	adverse	impact	on	our	business,	results	of	operations,
prospects,	cash	flows,	financial	position	or	brand.
Letters	of	Credit
As	of	December	31,	2023,	we	had	$
525
	million	of	unused	letters	of	credit	outstanding.
Note	16	–	
Variable	Interest	Entity	Arrangements
We	have	entered	into	various	arrangements	with	investors	to	facilitate	the	funding	and	monetization	of	our	solar	energy	systems	and	vehicles.	In
particular,	our	wholly	owned	subsidiaries	and	fund	investors	have	formed	and	contributed	cash	and	assets	into	various	financing	funds	and	entered	into


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related	agreements.	We	have	determined	that	the	funds	are	VIEs	and	we	are	the	primary	beneficiary	of	these	VIEs	by	reference	to	the	power	and	benefits
criterion	under	ASC	810.	We	have	considered	the	provisions	within	the	agreements,	which	grant	us	the	power	to	manage	and	make	decisions	that	affect
the	operation	of	these	VIEs,	including	determining	the	solar	energy	systems	and	the	associated	customer	contracts	to	be	sold	or	contributed	to	these
VIEs,	redeploying	solar	energy	systems	and	managing	customer	receivables.	We	consider	that	the	rights	granted	to	the	fund	investors	under	the
agreements	are	more	protective	in	nature	rather	than	participating.
As	the	primary	beneficiary	of	these	VIEs,	we	consolidate	in	the	financial	statements	the	financial	position,	results	of	operations	and	cash	flows	of
these	VIEs,	and	all	intercompany	balances	and	transactions	between	us	and	these	VIEs	are	eliminated	in	the	consolidated	financial	statements.	Cash
distributions	of	income	and	other	receipts	by	a	fund,	net	of	agreed	upon	expenses,	estimated	expenses,	tax	benefits	and	detriments	of	income	and	loss
and	tax	credits,	are	allocated	to	the	fund	investor	and	our	subsidiary	as	specified	in	the	agreements.
Generally,	our	subsidiary	has	the	option	to	acquire	the	fund	investor’s	interest	in	the	fund	for	an	amount	based	on	the	market	value	of	the	fund	or
the	formula	specified	in	the	agreements.
Upon	the	sale	or	liquidation	of	a	fund,	distributions	would	occur	in	the	order	and	priority	specified	in	the	agreements.
Pursuant	to	management	services,	maintenance	and	warranty	arrangements,	we	have	been	contracted	to	provide	services	to	the	funds,	such	as


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operations	and	maintenance	support,	accounting,	lease	servicing	and	performance	reporting.	In	some	instances,	we	have	guaranteed	payments	to	the
fund	investors	as	specified	in	the	agreements.	A	fund’s	creditors	have	no	recourse	to	our	general	credit	or	to	that	of	other	funds.	Certain	assets	of	the
funds	have	been	pledged	as	collateral	for	their	obligations.
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The	aggregate	carrying	values	of	the	VIEs’	assets	and	liabilities,	after	elimination	of	any	intercompany	transactions	and	balances,	in	the
consolidated	balance	sheets	were	as	follows	(in	millions):
December	31,
2023
December	31,
2022
Assets
	
	
Current	assets
	
	
Cash	and	cash	equivalents
$
66
	
$
68
	
Accounts	receivable,	net
13
	
22
	
Prepaid	expenses	and	other	current	assets
361
	
274
	
Total	current	assets
440
	
364
	
Solar	energy	systems,	net
3,278
	
4,060
	
Other	non-current	assets
369
	
404
	
Total	assets
$
4,087
	
$
4,828
	
Liabilities
	
	
Current	liabilities
	
	
Accrued	liabilities	and	other
$
67
	
$
69
	
Deferred	revenue
6
	
10
	
Current	portion	of	debt	and	finance	leases
1,564
	
1,013
	
Total	current	liabilities
1,637
	
1,092
	
Deferred	revenue,	net	of	current	portion
99
	
149
	
Debt	and	finance	leases,	net	of	current	portion
2,041
	
971
	
Other	long-term	liabilities
—
	
3
	
Total	liabilities
$
3,777
	
$
2,215
	
Note	17	–	
Related	Party	Transactions
In	relation	to	our	CEO’s	exercise	of	stock	options	and	sale	of	common	stock	from	the	2012	CEO	Performance	Award,	Tesla	withheld	the	appropriate
amount	of	taxes.	However,	given	the	significant	amounts	involved,	our	CEO	entered	into	an	indemnification	agreement	with	us	in	November	2021	for
additional	taxes	owed,	if	any.


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additional	taxes	owed,	if	any.
Tesla	periodically	does	business	with	certain	entities	with	which	its	CEO	and	directors	are	affiliated,	such	as	SpaceX	and	X	Corp.,	in	accordance	with
our	Related	Person	Transactions	Policy.	Such	transactions	have	not	had	to	date,	and	are	not	currently	expected	to	have,	a	material	impact	on	our
consolidated	financial	statements.
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Note	18	–	
Segment	Reporting	and	Information	about	Geographic	Areas
We	have	
two
	operating	and	reportable	segments:	(i)	automotive	and	(ii)	energy	generation	and	storage.	The	automotive	segment	includes	the
design,	development,	manufacturing,	sales	and	leasing	of	electric	vehicles	as	well	as	sales	of	automotive	regulatory	credits.	Additionally,	the	automotive
segment	is	also	comprised	of	services	and	other,	which	includes	sales	of	used	vehicles,	non-warranty	after-sales	vehicle	services,	body	shop	and	parts,
paid	Supercharging,	vehicle	insurance	revenue	and	retail	merchandise.	The	energy	generation	and	storage	segment	includes	the	design,	manufacture,
installation,	sales	and	leasing	of	solar	energy	generation	and	energy	storage	products	and	related	services	and	sales	of	solar	energy	systems	incentives.
Our	CODM	does	not	evaluate	operating	segments	using	asset	or	liability	information.	
The	following	table	presents	revenues	and	gross	profit	by	reportable
segment	(in	millions):
Year	Ended	December	31,
2023
2022
2021
Automotive	segment
	
	
Revenues
$
90,738
	
$
77,553
	
$
51,034
	
Gross	profit
$
16,519
	
$
20,565
	
$
13,735
	
Energy	generation	and	storage	segment
	
	
Revenues
$
6,035
	
$
3,909
	
$
2,789
	
Gross	profit
$
1,141
	
$
288
	
$
(
129
)
The	following	table	presents	revenues	by	geographic	area	based	on	the	sales	location	of	our	products	(in	millions):
Year	Ended	December	31,
2023
2022
2021
United	States
$
45,235
	
$
40,553
	
$
23,973


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$
40,553
	
$
23,973
	
China
21,745
	
18,145
	
13,844
	
Other	international
29,793
	
22,764
	
16,006
	
Total
$
96,773
	
$
81,462
	
$
53,823
	
The	following	table	presents	long-lived	assets	by	geographic	area	(in	millions):
December	31,
2023
December	31,
2022
United	States
$
26,629
	
$
21,667
	
Germany
4,258
	
3,547
	
China
2,820
	
2,978
	
Other	international
1,247
	
845
	
Total
$
34,954
	
$
29,037
	
The	following	table	presents	inventory	by	reportable	segment	(in	millions):
December	31,
2023
December	31,
2022
Automotive
$
11,139
	
$
10,996
	
Energy	generation	and	storage
2,487
	
1,843
	
Total
$
13,626
	
$
12,839
	
Note	19	–	
Restructuring	and	Other
During	the	years	ended	December	31,	2022	and	2021,	we	
recorded
	$
204
	million	and	$
101
	million,	respectively,	of	impairment	losses	on	digital
assets.	During	the	years	ended	December	31,	2022	and	2021	we	also	realized	gains	of	$
64
	million	and	$
128
	million,	respectively,	in	connection	with
converting	our	holdings	of	digital	assets	into	fiat	currency.	We	also	recorded	other	expenses	of	$
36
	million	during	the	second	quarter	of	the	year	ended
December	31,	2022,	related	to	employee	terminations.
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ITEM	9.	CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE
None.
ITEM	9A.	CONTROLS	AND	PROCEDURES
Evaluation	of	Disclosure	Controls	and	Procedures
Our	management,	with	the	participation	of	our	Chief	Executive	Officer	and	our	Chief	Financial	Officer,	evaluated	the	effectiveness	of	our	disclosure
controls	and	procedures	pursuant	to	Rule	13a-15	under	the	Securities	Exchange	Act	of	1934,	as	amended	(the	“Exchange	Act”).	In	designing	and
evaluating	the	disclosure	controls	and	procedures,	our	management	recognizes	that	any	controls	and	procedures,	no	matter	how	well	designed	and
operated,	can	provide	only	reasonable	assurance	of	achieving	the	desired	control	objectives.	In	addition,	the	design	of	disclosure	controls	and	procedures
must	reflect	the	fact	that	there	are	resource	constraints	and	that	our	management	is	required	to	apply	its	judgment	in	evaluating	the	benefits	of	possible
controls	and	procedures	relative	to	their	costs.
Based	on	this	evaluation,	our	Chief	Executive	Officer	and	our	Chief	Financial	Officer	concluded	that,	as	of	December	31,	2023,	our	disclosure
controls	and	procedures	were	designed	at	a	reasonable	assurance	level	and	were	effective	to	provide	reasonable	assurance	that	the	information	we	are
required	to	disclose	in	reports	that	we	file	or	submit	under	the	Exchange	Act	is	recorded,	processed,	summarized	and	reported	within	the	time	periods
specified	in	the	SEC	rules	and	forms,	and	that	such	information	is	accumulated	and	communicated	to	our	management,	including	our	Chief	Executive
Officer	and	our	Chief	Financial	Officer,	as	appropriate,	to	allow	timely	decisions	regarding	required	disclosures.


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Management’s	Report	on	Internal	Control	over	Financial	Reporting
Our	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting.	Internal	control	over	financial
reporting	is	a	process	designed	by,	or	under	the	supervision	of,	our	Chief	Executive	Officer	and	Chief	Financial	Officer	to	provide	reasonable	assurance
regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted
accounting	principles	and	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that	in	reasonable	detail	accurately	and
fairly	reflect	the	transactions	and	dispositions	of	our	assets;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit
preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	our	receipts	and	expenditures	are	being	made
only	in	accordance	with	authorizations	of	our	management	and	directors	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection
of	unauthorized	acquisition,	use	or	disposition	of	our	assets	that	could	have	a	material	effect	on	the	financial	statements.
Under	the	supervision	and	with	the	participation	of	our	management,	including	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	we	conducted
an	evaluation	of	the	effectiveness	of	our	internal	control	over	financial	reporting	based	on	criteria	established	in	Internal	Control	–	Integrated	Framework
(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(“COSO”).	Our	management	concluded	that	our	internal
control	over	financial	reporting	was	effective	as	of	December	31,	2023.


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Our	independent	registered	public	accounting	firm,	PricewaterhouseCoopers	LLP,	has	audited	the	effectiveness	of	our	internal	control	over	financial
reporting	as	of	December	31,	2023,	as	stated	in	their	report	which	is	included	herein.
Limitations	on	the	Effectiveness	of	Controls
Because	of	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements	and	projections	of	any	evaluation
of	effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of
compliance	with	the	policies	or	procedures	may	deteriorate.
Changes	in	Internal	Control	over	Financial	Reporting
There	was	no	change	in	our	internal	control	over	financial	reporting	that	occurred	during	the	quarter	ended	December	31,	2023,	which	has
materially	affected,	or	is	reasonably	likely	to	materially	affect,	our	internal	control	over	financial	reporting.
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ITEM	9B.	OTHER	INFORMATION
None	of	the	Company’s	directors	or	officers	
adopted
,	modified	or	
terminated
	a	Rule	10b5-1	trading	arrangement	or	a	non-Rule	10b5-1	trading
arrangement	during	the	Company’s	fiscal	quarter	ended	December	31,	2023,	as	such	terms	are	defined	under	Item	408(a)	of	Regulation	S-K,	except	as
follows:
On	
October	23,	2023
,	
Robyn	Denholm
,	one	of	our	
director
s,	
adopted
	a	Rule	10b5-1	trading	arrangement	for	the	potential	sale	of	up	to	
281,116
shares	of	our	common	stock,	subject	to	certain	conditions.	The	trading	arrangement	covers	stock	options	that	expire	in	August	2024.	The	arrangement's
expiration	date	is	August	16,	2024.
On	
November	13,	2023
,	
Andrew	Baglino
,	
Senior	Vice	President
,	Powertrain	and	Energy	Engineering,	
adopted
	a	Rule	10b5-1	trading	arrangement	for
the	potential	sale	of	up	to	
115,500
	shares	of	our	common	stock,	subject	to	certain	conditions.	The	arrangement's	expiration	date	is	December	31,	2024.
ITEM	9C.	DISCLOSURE	REGARDING	FOREIGN	JURISDICTIONS	THAT	PREVENT	INSPECTIONS
Not	applicable.
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PART	III
ITEM	10.	DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE
The	information	required	by	this	Item	10	of	Form	10-K	will	be	included	in	our	2024	Proxy	Statement	to	be	filed	with	the	Securities	and	Exchange
Commission	in	connection	with	the	solicitation	of	proxies	for	our	2024	Annual	Meeting	of	Stockholders	and	is	incorporated	herein	by	reference.	The	2024
Proxy	Statement	will	be	filed	with	the	Securities	and	Exchange	Commission	within	120	days	after	the	end	of	the	fiscal	year	to	which	this	report	relates.
ITEM	11.	EXECUTIVE	COMPENSATION
The	information	required	by	this	Item	11	of	Form	10-K	will	be	included	in	our	2024	Proxy	Statement	and	is	incorporated	herein	by	reference.
ITEM	12.	SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER	MATTERS
The	information	required	by	this	Item	12	of	Form	10-K	will	be	included	in	our	2024	Proxy	Statement	and	is	incorporated	herein	by	reference.
ITEM	13.	CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS	AND	DIRECTOR	INDEPENDENCE
The	information	required	by	this	Item	13	of	Form	10-K	will	be	included	in	our	2024	Proxy	Statement	and	is	incorporated	herein	by	reference.
ITEM	14.	PRINCIPAL	ACCOUNTANT	FEES	AND	SERVICES
The	information	required	by	this	Item	14	of	Form	10-K	will	be	included	in	our	2024	Proxy	Statement	and	is	incorporated	herein	by	reference.
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PART	IV
ITEM	15.	EXHIBITS	AND	FINANCIAL	STATEMENT	SCHEDULES
1.
Financial	statements	(see	
Index	to	Consolidated	Financial	Statements
	in	Part	II,	Item	8	of	this	report)
2.
All	financial	statement	schedules	have	been	omitted	since	the	required	information	was	not	applicable	or	was	not	present	in	amounts	sufficient	to
require	submission	of	the	schedules,	or	because	the	information	required	is	included	in	the	consolidated	financial	statements	or	the	accompanying
notes
3.
The	exhibits	listed	in	the	following	
Index	to	Exhibits
	are	filed	or	incorporated	by	reference	as	part	of	this	report
INDEX	TO	EXHIBITS
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
3.1
Amended	and	Restated	Certificate	of
Incorporation	of	the	Registrant.
10-K
001-34756
3.1
March	1,	2017
3.2
Certificate	of	Amendment	to	the	Amended	and
Restated	Certificate	of	Incorporation	of	the
Registrant.
10-K
001-34756
3.2
March	1,	2017
3.3
Amended	and	Restated	Bylaws	of	the	Registrant.
8-K
001-34756
3.1
April	5,	2023
4.1
Specimen	common	stock	certificate	of	the
Registrant.
10-K
001-34756
4.1
March	1,	2017
4.2
Fifth	Amended	and	Restated	Investors’	Rights
Agreement,	dated	as	of	August	31,	2009,	between
Registrant	and	certain	holders	of	the	Registrant’s
capital	stock	named	therein.
S-1
333-164593
4.2
January	29,	2010
4.3
Amendment	to	Fifth	Amended	and	Restated


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Amendment	to	Fifth	Amended	and	Restated
Investors’	Rights	Agreement,	dated	as	of	May	20,
2010,	between	Registrant	and	certain	holders	of
the	Registrant’s	capital	stock	named	therein.
S-1/A
333-164593
4.2A
May	27,	2010
4.4
Amendment	to	Fifth	Amended	and	Restated
Investors’	Rights	Agreement	between	Registrant,
Toyota	Motor	Corporation	and	certain	holders	of
the	Registrant’s	capital	stock	named	therein.
S-1/A
333-164593
4.2B
May	27,	2010
4.5
Amendment	to	Fifth	Amended	and	Restated
Investor’s	Rights	Agreement,	dated	as	of	June	14,
2010,	between	Registrant	and	certain	holders	of
the	Registrant’s	capital	stock	named	therein.
S-1/A
333-164593
4.2C
June	15,	2010
4.6
Amendment	to	Fifth	Amended	and	Restated
Investor’s	Rights	Agreement,	dated	as	of
November	2,	2010,	between	Registrant	and
certain	holders	of	the	Registrant’s	capital	stock
named	therein.
8-K
001-34756
4.1
November	4,	2010
96


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
4.7
Waiver	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	May	22,	2011,
between	Registrant	and	certain	holders	of	the
Registrant’s	capital	stock	named	therein.
S-1/A
333-174466
4.2E
June	2,	2011
4.8
Amendment	to	Fifth	Amended	and	Restated
Investor’s	Rights	Agreement,	dated	as	of	May	30,
2011,	between	Registrant	and	certain	holders	of
the	Registrant’s	capital	stock	named	therein.
8-K
001-34756
4.1
June	1,	2011
4.9
Sixth	Amendment	to	Fifth	Amended	and	Restated
Investors’	Rights	Agreement,	dated	as	of	May	15,
2013	among	the	Registrant,	the	Elon	Musk
Revocable	Trust	dated	July	22,	2003	and	certain
other	holders	of	the	capital	stock	of	the	Registrant
named	therein.
8-K
001-34756
4.1
May	20,	2013
4.10
Waiver	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	May	14,	2013,
between	the	Registrant	and	certain	holders	of	the
capital	stock	of	the	Registrant	named	therein.
8-K
001-34756
4.2
May	20,	2013
4.11
Waiver	to	Fifth	Amended	and	Restated	Investor’s
Rights	Agreement,	dated	as	of	August	13,	2015,
between	the	Registrant	and	certain	holders	of	the
capital	stock	of	the	Registrant	named	therein.
8-K
001-34756
4.1
August	19,	2015
4.12


key: chroma:document
string_value:
4.1
August	19,	2015
4.12
Waiver	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement,	dated	as	of	May	18,	2016,
between	the	Registrant	and	certain	holders	of	the
capital	stock	of	the	Registrant	named	therein.
8-K
001-34756
4.1
May	24,	2016
4.13
Waiver	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement,	dated	as	of	March	15,	2017,
between	the	Registrant	and	certain	holders	of	the
capital	stock	of	the	Registrant	named	therein.
8-K
001-34756
4.1
March	17,	2017
4.14
Waiver	to	Fifth	Amended	and	Restated	Investors’
Rights	Agreement,	dated	as	of	May	1,	2019,
between	the	Registrant	and	certain	holders	of	the
capital	stock	of	the	Registrant	named	therein.
8-K
001-34756
4.1
May	3,	2019
4.15
Indenture,	dated	as	of	May	22,	2013,	by	and
between	the	Registrant	and	U.S.	Bank	National
Association.
8-K
001-34756
4.1
May	22,	2013
97


