# embedding_metadata

key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
4.16
Fifth	Supplemental	Indenture,	dated	as	of	May	7,
2019,	by	and	between	Registrant	and	U.S.	Bank
National	Association,	related	to	2.00%	Convertible
Senior	Notes	due	May	15,	2024.
8-K
001-34756
4.2
May	8,	2019
4.17
Form	of	2.00%	Convertible	Senior	Notes	due	May
15,	2024	(included	in	Exhibit	4.
1
6
).
8-K
001-34756
4.2
May	8,	2019
4.18
Indenture,	dated	as	of	October	15,	2014,	between
SolarCity	and	U.S.	Bank	National	Association,	as
trustee.
S-3ASR(1)
333-199321
4.1
October	15,	2014
4.19
Tenth	Supplemental	Indenture,	dated	as	of	March
9,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.00%	Solar	Bonds,
Series	2015/6-10.
8-K(1)
001-35758
4.3
March	9,	2015
4.20
Eleventh	Supplemental	Indenture,	dated	as	of
March	9,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.75%	Solar	Bonds,
Series	2015/7-15.
8-K(1)
001-35758
4.4
March	9,	2015
4.21
Fifteenth	Supplemental	Indenture,	dated	as	of
March	19,	2015,	by	and	between	SolarCity	and
the	Trustee,	related	to	SolarCity’s	4.70%	Solar


key: chroma:document
string_value:
Bonds,	Series	2015/C4-10.
8-K(1)
001-35758
4.5
March	19,	2015
4.22
Sixteenth	Supplemental	Indenture,	dated	as	of
March	19,	2015,	by	and	between	SolarCity	and
the	Trustee,	related	to	SolarCity’s	5.45%	Solar
Bonds,	Series	2015/C5-15.
8-K(1)
001-35758
4.6
March	19,	2015
4.23
Twentieth	Supplemental	Indenture,	dated	as	of
March	26,	2015,	by	and	between	SolarCity	and
the	Trustee,	related	to	SolarCity’s	4.70%	Solar
Bonds,	Series	2015/C9-10.
8-K(1)
001-35758
4.5
March	26,	2015
4.24
Twenty-First	Supplemental	Indenture,	dated	as	of
March	26,	2015,	by	and	between	SolarCity	and
the	Trustee,	related	to	SolarCity’s	5.45%	Solar
Bonds,	Series	2015/C10-15.
8-K(1)
001-35758
4.6
March	26,	2015
4.25
Twenty-Sixth	Supplemental	Indenture,	dated	as	of
April	2,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C14-10.
8-K(1)
001-35758
4.5
April	2,	2015
4.26
Thirtieth	Supplemental	Indenture,	dated	as	of
April	9,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C19-10.
8-K(1)
001-35758
4.5
April	9,	2015
98


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
4.27
Thirty-First	Supplemental	Indenture,	dated	as	of
April	9,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C20-15.
8-K(1)
001-35758
4.6
April	9,	2015
4.28
Thirty-Fifth	Supplemental	Indenture,	dated	as	of
April	14,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C24-10.
8-K(1)
001-35758
4.5
April	14,	2015
4.29
Thirty-Sixth	Supplemental	Indenture,	dated	as	of
April	14,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C25-15.
8-K(1)
001-35758
4.6
April	14,	2015
4.30
Thirty-Eighth	Supplemental	Indenture,	dated	as	of
April	21,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C27-10.
8-K(1)
001-35758
4.3
April	21,	2015
4.31
Thirty-Ninth	Supplemental	Indenture,	dated	as	of
April	21,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C28-15.
8-K(1)
001-35758
4.4
April	21,	2015
4.32


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string_value:
4.4
April	21,	2015
4.32
Forty-Third	Supplemental	Indenture,	dated	as	of
April	27,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C32-10.
8-K(1)
001-35758
4.5
April	27,	2015
4.33
Forty-Fourth	Supplemental	Indenture,	dated	as	of
April	27,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C33-15.
8-K(1)
001-35758
4.6
April	27,	2015
4.34
Forty-Eighth	Supplemental	Indenture,	dated	as	of
May	1,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.00%	Solar	Bonds,
Series	2015/12-10.
8-K(1)
001-35758
4.5
May	1,	2015
4.35
Forty-Ninth	Supplemental	Indenture,	dated	as	of
May	1,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.75%	Solar	Bonds,
Series	2015/13-15.
8-K(1)
001-35758
4.6
May	1,	2015
4.36
Fifty-Second	Supplemental	Indenture,	dated	as	of
May	11,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C36-10
.
8-K(1)
001-35758
4.4
May	11,	2015
99


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
4.37
Fifty-Third	Supplemental	Indenture,	dated	as	of
May	11,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C37-15.
8-K(1)
001-35758
4.5
May	11,	2015
4.38
Fifty-Seventh	Supplemental	Indenture,	dated	as	of
May	18,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C40-10.
8-K(1)
001-35758
4.4
May	18,	2015
4.39
Fifty-Eighth	Supplemental	Indenture,	dated	as	of
May	18,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C41-15.
8-K(1)
001-35758
4.5
May	18,	2015
4.40
Sixty-First	Supplemental	Indenture,	dated	as	of
May	26,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C44-10.
8-K(1)
001-35758
4.4
May	26,	2015
4.41
Sixty-Second	Supplemental	Indenture,	dated	as	of
May	26,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C45-15.
8-K(1)
001-35758
4.5
May	26,	2015
4.42


key: chroma:document
string_value:
4.5
May	26,	2015
4.42
Seventieth	Supplemental	Indenture,	dated	as	of
June	16,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C52-10.
8-K(1)
001-35758
4.4
June	16,	2015
4.43
Seventy-First	Supplemental	Indenture,	dated	as	of
June	16,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C53-15.
8-K(1)
001-35758
4.5
June	16,	2015
4.44
Seventy-Fourth	Supplemental	Indenture,	dated	as
of	June	22,	2015,	by	and	between	SolarCity	and
the	Trustee,	related	to	SolarCity’s	4.70%	Solar
Bonds,	Series	2015/C56-10.
8-K(1)
001-35758
4.4
June	23,	2015
4.45
Seventy-Fifth	Supplemental	Indenture,	dated	as	of
June	22,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C57-15
.
8-K(1)
001-35758
4.5
June	23,	2015
4.46
Eightieth	Supplemental	Indenture,	dated	as	of
June	29,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C61-10.
8-K(1)
001-35758
4.5
June	29,	2015
100


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
4.47
Eighty-First	Supplemental	Indenture,	dated	as	of
June	29,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C62-15.
8-K(1)
001-35758
4.6
June	29,	2015
4.48
Ninetieth	Supplemental	Indenture,	dated	as	of	July
20,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	4.70%	Solar	Bonds,
Series	2015/C71-10.
8-K(1)
001-35758
4.5
July	21,	2015
4.49
Ninety-First	Supplemental	Indenture,	dated	as	of
July	20,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.45%	Solar	Bonds,
Series	2015/C72-15.
8-K(1)
001-35758
4.6
July	21,	2015
4.50
Ninety-Fifth	Supplemental	Indenture,	dated	as	of
July	31,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.00%	Solar	Bonds,
Series	2015/20-10.
8-K(1)
001-35758
4.5
July	31,	2015
4.51
Ninety-Sixth	Supplemental	Indenture,	dated	as	of
July	31,	2015,	by	and	between	SolarCity	and	the
Trustee,	related	to	SolarCity’s	5.75%	Solar	Bonds,
Series	2015/21-15.
8-K(1)
001-35758
4.6
July	31,	2015


key: chroma:document
string_value:
4.6
July	31,	2015
4.52
One	Hundred-and-Fifth	Supplemental	Indenture,
dated	as	of	August	10,	2015,	by	and	between
SolarCity	and	the	Trustee,	related	to	SolarCity’s
4.70%	Solar	Bonds,	Series	2015/C81-10.
8-K(1)
001-35758
4.5
August	10,	2015
4.53
One	Hundred-and-Eleventh	Supplemental
Indenture,	dated	as	of	August	17,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C87-
15.
8-K(1)
001-35758
4.6
August	17,	2015
4.54
One	Hundred-and-Sixteenth	Supplemental
Indenture,	dated	as	of	August	24,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C92-
15.
8-K(1)
001-35758
4.6
August	24,	2015
4.55
One	Hundred-and-Twenty-First	Supplemental
Indenture,	dated	as	of	August	31,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C97-
15.
8-K(1)
001-35758
4.6
August	31,	2015
4.56
One	Hundred-and-Twenty-Eighth	Supplemental
Indenture,	dated	as	of	September	14,	2015,	by
and	between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C101-
10.
8-K(1)
001-35758
4.5
September	15,	2015
101


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
4.57
One	Hundred-and-Twenty-Ninth	Supplemental
Indenture,	dated	as	of	September	14,	2015,	by
and	between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C102-
15.
8-K(1)
001-35758
4.6
September	15,	2015
4.58
One	Hundred-and-Thirty-Third	Supplemental
Indenture,	dated	as	of	September	28,	2015,	by
and	between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C106-
10.
8-K(1)
001-35758
4.5
September	29,	2015
4.59
One	Hundred-and-Thirty-Fourth	Supplemental
Indenture,	dated	as	of	September	28,	2015,	by
and	between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C107-
15.
8-K(1)
001-35758
4.6
September	29,	2015
4.60
One	Hundred-and-Thirty-Eighth	Supplemental
Indenture,	dated	as	of	October	13,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C111-
10.
8-K(1)
001-35758
4.5
October	13,	2015
4.61
One	Hundred-and-Forty-Third	Supplemental
Indenture,	dated	as	of	October	30,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to


key: chroma:document
string_value:
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.00%	Solar	Bonds,	Series	2015/25-10.
8-K(1)
001-35758
4.5
October	30,	2015
4.62
One	Hundred-and-Forty-Fourth	Supplemental
Indenture,	dated	as	of	October	30,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.75%	Solar	Bonds,	Series	2015/26-15.
8-K(1)
001-35758
4.6
October	30,	2015
4.63
One	Hundred-and-Forty-Eighth	Supplemental
Indenture,	dated	as	of	November	4,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C116-
10.
8-K(1)
001-35758
4.5
November	4,	2015
4.64
One	Hundred-and-Fifty-Third	Supplemental
Indenture,	dated	as	of	November	16,	2015,	by
and	between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C121-
10.
8-K(1)
001-35758
4.5
November	17,	2015
4.65
One	Hundred-and-Fifty-Fourth	Supplemental
Indenture,	dated	as	of	November	16,	2015,	by
and	between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C122-
15.
8-K(1)
001-35758
4.6
November	17,	2015
102


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
4.66
One	Hundred-and-Fifty-Eighth	Supplemental
Indenture,	dated	as	of	November	30,	2015,	by
and	between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C126-
10.
8-K(1)
001-35758
4.5
November	30,	2015
4.67
One	Hundred-and-Fifty-Ninth	Supplemental
Indenture,	dated	as	of	November	30,	2015,	by
and	between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C127-
15.
8-K(1)
001-35758
4.6
November	30,	2015
4.68
One	Hundred-and-Sixty-Third	Supplemental
Indenture,	dated	as	of	December	14,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C131-
10.
8-K(1)
001-35758
4.5
December	14,	2015
4.69
One	Hundred-and-Sixty-Fourth	Supplemental
Indenture,	dated	as	of	December	14,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C132-
15.
8-K(1)
001-35758
4.6
December	14,	2015
4.70
One	Hundred-and-Sixty-Eighth	Supplemental
Indenture,	dated	as	of	December	28,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to


key: chroma:document
string_value:
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	4.70%	Solar	Bonds,	Series	2015/C136-
10.
8-K(1)
001-35758
4.5
December	28,	2015
4.71
One	Hundred-and-Sixty-Ninth	Supplemental
Indenture,	dated	as	of	December	28,	2015,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.45%	Solar	Bonds,	Series	2015/C137-
15.
8-K(1)
001-35758
4.6
December	28,	2015
4.72
One	Hundred-and-Seventy-Third	Supplemental
Indenture,	dated	as	of	January	29,	2016,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.00%	Solar	Bonds,	Series	2016/4-10.
8-K(1)
001-35758
4.5
January	29,	2016
4.73
One	Hundred-and-Seventy-Fourth	Supplemental
Indenture,	dated	as	of	January	29,	2016,	by	and
between	SolarCity	and	the	Trustee,	related	to
SolarCity’s	5.75%	Solar	Bonds,	Series	2016/5-15.
8-K(1)
001-35758
4.6
January	29,	2016
4.74
Description	of	Registrant’s	Securities
10-K
001-34756
4.119
February	13,	2020
10.1**
Form	of	Indemnification	Agreement	between	the
Registrant	and	its	directors	and	officers.
S-1/A
333-164593
10.1
June	15,	2010
10.2**
2003	Equity	Incentive	Plan.
S-1/A
333-164593
10.2
May	27,	2010
103


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
10.3**
Form	of	Stock	Option	Agreement	under	2003
Equity	Incentive	Plan.
S-1
333-164593
10.3
January	29,	2010
10.4**
Amended	and	Restated	2010	Equity	Incentive
Plan.
10-K
001-34756
10.4
February	23,	2018
10.5**
Form	of	Stock	Option	Agreement	under	2010
Equity	Incentive	Plan.
10-K
001-34756
10.6
March	1,	2017
10.6**
Form	of	Restricted	Stock	Unit	Award	Agreement
under	2010	Equity	Incentive	Plan.
10-K
001-34756
10.7
March	1,	2017
10.7**
Amended	and	Restated	2010	Employee	Stock
Purchase	Plan,	effective	as	of	February	1,	2017.
10-K
001-34756
10.8
March	1,	2017
10.8**
2019	Equity	Incentive	Plan.
S-8
333-232079
4.2
June	12,	2019
10.9**
Form	of	Stock	Option	Agreement	under	2019
Equity	Incentive	Plan.
S-8
333-232079
4.3
June	12,	2019
10.10**
Form	of	Restricted	Stock	Unit	Award	Agreement
under	2019	Equity	Incentive	Plan.
S-8
333-232079
4.4
June	12,	2019
10.11**
Employee	Stock	Purchase	Plan,	effective	as	of
June	12,	2019.
S-8
333-232079
4.5
June	12,	2019
10.12**
2007	SolarCity	Stock	Plan	and	form	of	agreements
used	thereunder.


key: chroma:document
string_value:
used	thereunder.
S-1(1)
333-184317
10.2
October	5,	2012
10.13**
2012	SolarCity	Equity	Incentive	Plan	and	form	of
agreements	used	thereunder.
S-1(1)
333-184317
10.3
October	5,	2012
10.14**
2010	Zep	Solar,	Inc.	Equity	Incentive	Plan	and
form	of	agreements	used	thereunder.
S-8(1)
333-192996
4.5
December	20,	2013
10.15**
Offer	Letter	between	the	Registrant	and	Elon
Musk	dated	October	13,	2008.
S-1
333-164593
10.9
January	29,	2010
10.16**
Performance	Stock	Option	Agreement	between
the	Registrant	and	Elon	Musk	dated	January	21,
2018.
DEF	14A
001-34756
Appendix	A
February	8,	2018
10.17**
Maxwell	Technologies,	Inc.	2005	Omnibus	Equity
Incentive	Plan,	as	amended	through	May	6,	2010
8-K(2)
001-15477
10.1
May	10,	2010
10.18**
Maxwell	Technologies,	Inc.	2013	Omnibus	Equity
Incentive	Plan
DEF	14A(2)
001-15477
Appendix	A
June	2,	2017
10.19
Indemnification	Agreement,	effective	as	of	June
23,	2020,	between	Registrant	and	Elon	R.	Musk.
10-Q
001-34756
10.4
July	28,	2020
104


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
10.20
Indemnification	Agreement,	dated	as	of	February
27,	2014,	by	and	between	the	Registrant	and	J.P.
Morgan	Securities	LLC.
8-K
001-34756
10.1
March	5,	2014
10.21
Form	of	Call	Option	Confirmation	relating	to
1.25%	Convertible	Senior	Notes	Due	March	1,
2021.
8-K
001-34756
10.3
March	5,	2014
10.22
Form	of	Warrant	Confirmation	relating	to	1.25%
Convertible	Senior	Notes	Due	March	1,	2021.
8-K
001-34756
10.5
March	5,	2014
10.23
Form	of	Call	Option	Confirmation	relating	to
2.00%	Convertible	Senior	Notes	due	May	15,
2024
.
8-K
001-34756
10.1
May	3,	2019
10.24
Form	of	Warrant	Confirmation	relating	to	2.00%
Convertible	Senior	Notes	due	May	15,	2024.
8-K
001-34756
10.2
May	3,	2019
10.25†
Supply	Agreement	between	Panasonic
Corporation	and	the	Registrant	dated	October	5,
2011.
10-K
001-34756
10.50
February	27,	2012
10.26†
Amendment	No.	1	to	Supply	Agreement	between
Panasonic	Corporation	and	the	Registrant	dated
October	29,	2013.
10-K
001-34756
10.35A
February	26,	2014
10.27
Agreement	between	Panasonic	Corporation	and
the	Registrant	dated	July	31,	2014.
10-Q
001-34756
10.1
November	7,	2014


key: chroma:document
string_value:
10.1
November	7,	2014
10.28†
General	Terms	and	Conditions	between	Panasonic
Corporation	and	the	Registrant	dated	October	1,
2014.
8-K
001-34756
10.2
October	11,	2016
10.29
Letter	Agreement,	dated	as	of	February	24,	2015,
regarding	addition	of	co-party	to	General	Terms
and	Conditions,	Production	Pricing	Agreement	and
Investment	Letter	Agreement	between	Panasonic
Corporation	and	the	Registrant.
10-K
001-34756
10.25A
February	24,	2016
10.30†
Amendment	to	Gigafactory	General	Terms,	dated
March	1,	2016,	by	and	among	the	Registrant,
Panasonic	Corporation	and	Panasonic	Energy
Corporation	of	North	America.
8-K
001-34756
10.1
October	11,	2016
10.31††
Amended	and	Restated	General	Terms	and
Conditions	for	Gigafactory,	entered	into	on	June
10,	2020,	by	and	among	Registrant,	Tesla	Motors
Netherlands	B.V.,	Panasonic	Corporation	and
Panasonic	Corporation	of	North	America
.
10-Q
001-34756
10.2
July	28,	2020
10.32†
Production	Pricing	Agreement	between	Panasonic
Corporation	and	the	Registrant	dated	October	1,
2014.
10-Q
001-34756
10.3
November	7,	2014
105


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
10.33†
Investment	Letter	Agreement	between	Panasonic
Corporation	and	the	Registrant	dated	October	1,
2014.
10-Q
001-34756
10.4
November	7,	2014
10.34
Amendment	to	Gigafactory	Documents,	dated
April	5,	2016,	by	and	among	the	Registrant,
Panasonic	Corporation,	Panasonic	Corporation	of
North	America	and	Panasonic	Energy	Corporation
of	North	America.
10-Q
001-34756
10.2
May	10,	2016
10.35††
2019	Pricing	Agreement	(Japan	Cells)	with	respect
to	2011	Supply	Agreement,	executed	September
20,	2019,	by	and	among	the	Registrant,	Tesla
Motors	Netherlands	B.V.,	Panasonic	Corporation
and	SANYO	Electric	Co.,	Ltd.
10-Q
001-34756
10.6
October	29,	2019
10.36††
2020	Pricing	Agreement	(Gigafactory	2170	Cells),
entered	into	on	June	9,	2020,	by	and	among
Registrant,	Tesla	Motors	Netherlands	B.V.,
Panasonic	Corporation	and	Panasonic	Corporation
of	North	America
.
10-Q
001-34756
10.3
July	28,	2020
10.37††
2021	Pricing	Agreement	(Japan	Cells)	with	respect
to	2011	Supply	Agreement,	executed	December
29,	2020,	by	and	among	the	Registrant,	Tesla
Motors	Netherlands	B.V.,	Panasonic	Corporation	of
North	America	and	SANYO	Electric	Co.,	Ltd.
10-K
001-34756
10.39
February	8,	2021
10.38††


key: chroma:document
string_value:
February	8,	2021
10.38††
Amended	and	Restated	Factory	Lease,	executed
as	of	March	26,	2019,	by	and	between	the
Registrant	and	Panasonic	Energy	North	America,	a
division	of	Panasonic	Corporation	of	North
America,	as	tenant.
10-Q
001-34756
10.3
July	29,	2019
10.39††
Lease	Amendment,	executed	September	20,
2019,	by	and	among	the	Registrant,	Panasonic
Corporation	of	North	America,	on	behalf	of	its
division	Panasonic	Energy	of	North	America,	with
respect	to	the	Amended	and	Restated	Factory
Lease,	executed	as	of	March	26,	2019.
10-Q
001-34756
10.7
October	29,	2019
10.40††
Second	Lease	Amendment,	entered	into	on	June
9,	2020,	by	and	between	the	Registrant	and
Panasonic	Energy	of	North	America,	a	division	of
Panasonic	Corporation	of	North	America,	with
respect	to	the	Amended	and	Restated	Factory
Lease	dated	January	1,	2017
.
10-Q
001-34756
10.1
July	28,	2020
106


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
10.41
Amendment	and	Restatement	in	respect	of	ABL
Credit	Agreement,	dated	as	of	March	6,	2019,	by
and	among	certain	of	the	Registrant’s	and	Tesla
Motors	Netherlands	B.V.’s	direct	or	indirect
subsidiaries	from	time	to	time	party	thereto,	as
borrowers,	Wells	Fargo	Bank,	National
Association,	as	documentation	agent,	JPMorgan
Chase	Bank,	N.A.,	Goldman	Sachs	Bank	USA,
Morgan	Stanley	Senior	Funding	Inc.	and	Bank	of
America,	N.A.,	as	syndication	agents,	the	lenders
from	time	to	time	party	thereto,	and	Deutsche
Bank	AG	New	York	Branch,	as	administrative
agent	and	collateral	agent.
S-4/A
333-229749
10.68
April	3,	2019
10.42
First	Amendment	to	Amended	and	Restated	ABL
Credit	Agreement,	dated	as	of	December	23,
2020,	in	respect	of	the	Amended	and	Restated
ABL	Credit	Agreement,	dated	as	of	March	6,	2019,
by	and	among	certain	of	the	Registrant’s	and
Tesla	Motors	Netherlands	B.V.’s	direct	or	indirect
subsidiaries	from	time	to	time	party	thereto,	as
borrowers,	Wells	Fargo	Bank,	National
Association,	as	documentation	agent,	JPMorgan
Chase	Bank,	N.A.,	Goldman	Sachs	Bank	USA,
Morgan	Stanley	Senior	Funding	Inc.	and	Bank	of
America,	N.A.,	as	syndication	agents,	the	lenders
from	time	to	time	party	thereto,	and	Deutsche
Bank	AG	New	York	Branch,	as	administrative
agent	and	collateral	agent.
10-K
001-34756
10.44


key: chroma:document
string_value:
10-K
001-34756
10.44
February	8,	2021
10.43†
Agreement	for	Tax	Abatement	and	Incentives,
dated	as	of	May	7,	2015,	by	and	between	Tesla
Motors,	Inc.	and	the	State	of	Nevada,	acting	by
and	through	the	Nevada	Governor’s	Office	of
Economic	Development.
10-Q
001-34756
10.1
August	7,	2015
10.44
Purchase	Agreement,	dated	as	of	August	11,
2017,	by	and	among	the	Registrant,	SolarCity	and
Goldman	Sachs	&	Co.	LLC	and	Morgan	Stanley	&
Co.	LLC	as	representatives	of	the	several	initial
purchasers	named	therein.
8-K
001-34756
10.1
August	23,	2017
10.45
Amended	and	Restated	Agreement	For	Research
&	Development	Alliance	on	Triex	Module
Technology,	effective	as	of	September	2,	2014,	by
and	between	The	Research	Foundation	For	The
State	University	of	New	York,	on	behalf	of	the
College	of	Nanoscale	Science	and	Engineering	of
the	State	University	of	New	York,	and	Silevo,	Inc.
10-Q(1)
001-35758
10.16
November	6,	2014
107


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
10.46
First	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of
October	31,	2014,	by	and	between	The	Research
Foundation	For	The	State	University	of	New	York,
on	behalf	of	the	College	of	Nanoscale	Science	and
Engineering	of	the	State	University	of	New	York,
and	Silevo,	Inc.
10-K(1)
001-35758
10.16a
February	24,	2015
10.47
Second	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of
December	15,	2014,	by	and	between	The
Research	Foundation	For	The	State	University	of
New	York,	on	behalf	of	the	College	of	Nanoscale
Science	and	Engineering	of	the	State	University	of
New	York,	and	Silevo,	Inc.
10-K(1)
001-35758
10.16b
February	24,	2015
10.48
Third	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of
February	12,	2015,	by	and	between	The	Research
Foundation	For	The	State	University	of	New	York,
on	behalf	of	the	College	of	Nanoscale	Science	and
Engineering	of	the	State	University	of	New	York,
and	Silevo,	Inc.
10-Q(1)
001-35758
10.16c
May	6,	2015
10.49
Fourth	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of	March
30,	2015,	by	and	between	The	Research


key: chroma:document
string_value:
30,	2015,	by	and	between	The	Research
Foundation	For	The	State	University	of	New	York,
on	behalf	of	the	College	of	Nanoscale	Science	and
Engineering	of	the	State	University	of	New	York,
and	Silevo,	Inc.
10-Q(1)
001-35758
10.16d
May	6,	2015
10.50
Fifth	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of	June
30,	2015,	by	and	between	The	Research
Foundation	For	The	State	University	of	New	York,
on	behalf	of	the	College	of	Nanoscale	Science	and
Engineering	of	the	State	University	of	New	York,
and	Silevo,	LLC.
10-Q(1)
001-35758
10.16e
July	30,	2015
10.51
Sixth	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of
September	1,	2015,	by	and	between	The
Research	Foundation	For	The	State	University	of
New	York,	on	behalf	of	the	College	of	Nanoscale
Science	and	Engineering	of	the	State	University	of
New	York,	and	Silevo,	LLC.
10-Q(1)
001-35758
10.16f
October	30,	2015
108


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
10.52
Seventh	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of
October	9,	2015,	by	and	between	The	Research
Foundation	For	The	State	University	of	New	York,
on	behalf	of	the	College	of	Nanoscale	Science	and
Engineering	of	the	State	University	of	New	York,
and	Silevo,	LLC
.
10-Q(1)
001-35758
10.16g
October	30,	2015
10.53
Eighth	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of
October	26,	2015,	by	and	between	The	Research
Foundation	For	The	State	University	of	New	York,
on	behalf	of	the	College	of	Nanoscale	Science	and
Engineering	of	the	State	University	of	New	York,
and	Silevo,	LLC.
10-Q(1)
001-35758
10.16h
October	30,	2015
10.54
Ninth	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of
December	9,	2015,	by	and	between	The	Research
Foundation	For	The	State	University	of	New	York,
on	behalf	of	the	College	of	Nanoscale	Science	and
Engineering	of	the	State	University	of	New	York,
and	Silevo,	LLC.
10-K(1)
001-35758
10.16i
February	10,	2016
10.55
Tenth	Amendment	to	Amended	and	Restated
Agreement	For	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of	March


key: chroma:document
string_value:
on	Triex	Module	Technology,	effective	as	of	March
31,	2017,	by	and	between	The	Research
Foundation	For	The	State	University	of	New	York,
on	behalf	of	the	Colleges	of	Nanoscale	Science
and	Engineering	of	the	State	University	of	New
York,	and	Silevo,	LLC.
10-Q
001-34756
10.8
May	10,	2017
10.56
Eleventh	Amendment	to	Amended	and	Restated
Agreement	for	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of	July
22,	2020,	among	the	Research	Foundation	for	the
State	University	of	New	York,	Silevo,	LLC	and
Tesla	Energy	Operations,	Inc
.
10-Q
001-34756
10.6
July	28,	2020
10.57
Twelfth	Amendment	to	Amended	and	Restated
Agreement	for	Research	&	Development	Alliance
on	Triex	Module	Technology,	effective	as	of	May
1,	2021,	among	the	Research	Foundation	for	the
State	University	of	New	York,	Silevo,	LLC	and
Tesla	Energy	Operations,	Inc
.
10-Q
001-34756
10.1
October	25,	2021
109


key: chroma:document
string_value:
Exhibit
Number
Incorporated	by	Reference
Filed
Herewith
Exhibit	Description
Form
File	No.
Exhibit
Filing	Date
10.58††
Grant	Contract	for	State-Owned	Construction	Land
Use	Right,	dated	as	of	October	17,	2018,	by	and
between	Shanghai	Planning	and	Land	Resource
Administration	Bureau,	as	grantor,	and	Tesla
(Shanghai)	Co.,	Ltd.,	as	grantee	(English
translation).
10-Q
001-34756
10.2
July	29,	2019
10.59
Credit	Agreement,	dated	as	of	January	20,	2023,
among	Tesla,	Inc.,	the	Lenders	and	Issuing	Banks
from	time	to	time	party	thereto,	Citibank,	N.A.,	as
Administrative	Agent	and	Deutsche	Bank
Securities,	Inc.,	as	Syndication	Agent
10-K
001-34756
10.59
January	31,	2023
21.1
List	of	Subsidiaries	of	the	Registrant
—
—
—
—
X
23.1
Consent	of	PricewaterhouseCoopers	LLP,
Independent	Registered	Public	Accounting	Firm
—
—
—
—
X
31.1
Rule	13a-14(a)	/	15(d)-14(a)	Certification	of
Principal	Executive	Officer
—
—
—
—
X
31.2
Rule	13a-14(a)	/	15(d)-14(a)	Certification	of
Principal	Financial	Officer
—
—
—
—
X
32.1*
Section	1350	Certifications
—
—
—
—
X
97
Tesla,	Inc.	Clawback	Policy
—
—
—
—
X
101.INS
Inline	XBRL	Instance	Document
—
—
—
—
X
101.SCH
Inline	XBRL	Taxonomy	Extension	Schema
Document
—
—
—
—
X
101.CAL
Inline	XBRL	Taxonomy	Extension	Calculation


key: chroma:document
string_value:
Inline	XBRL	Taxonomy	Extension	Calculation
Linkbase	Document.
—
—
—
—
X
101.DEF
Inline	XBRL	Taxonomy	Extension	Definition
Linkbase	Document
—
—
—
—
X
101.LAB
Inline	XBRL	Taxonomy	Extension	Label	Linkbase
Document
—
—
—
—
X
101.PRE
Inline	XBRL	Taxonomy	Extension	Presentation
Linkbase	Document
—
—
—
—
X
104
Cover	Page	Interactive	Data	File	(formatted	as
inline	XBRL	with	applicable	taxonomy	extension
information	contained	in	Exhibits	101)
*
Furnished	herewith
**
Indicates	a	management	contract	or	compensatory	plan	or	arrangement
†
Confidential	treatment	has	been	requested	for	portions	of	this	exhibit
††
Portions	of	this	exhibit	have	been	redacted	in	compliance	with	Regulation	S-K	Item	601(b)(10).
110


key: chroma:document
string_value:
(1)
Indicates	a	filing	of	SolarCity
(2)
Indicates	a	filing	of	Maxwell	Technologies,	Inc.
ITEM	16.	SUMMARY
None.
111


key: chroma:document
string_value:
SIGNATURES
Pursuant	to	the	requirements	of	Section	13	or	15(d)	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	on
its	behalf	by	the	undersigned,	thereunto	duly	authorized.
Tesla,	Inc.
	
Date:	January	26,	2024
/s/	Elon	Musk
Elon	Musk
Chief	Executive	Officer
(Principal	Executive	Officer)
Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the
registrant	and	in	the	capacities	and	on	the	dates	indicated.
Signature
Title
Date
	
	
	
/s/	Elon	Musk
Chief	Executive	Officer	and	Director	(Principal	Executive	Officer)
January	26,	2024
Elon	Musk
	
/s/	Vaibhav	Taneja
Chief	Financial	Officer	(Principal	Financial	Officer	and	Principal
Accounting	Officer	)
January	26,	2024
Vaibhav	Taneja
	
	
	
	
	
/s/	Robyn	Denholm
Director
January	26,	2024
Robyn	Denholm
	
	
	
	
	
/s/	Ira	Ehrenpreis
Director
January	26,	2024
Ira	Ehrenpreis
	
	
	
	
	
/s/	Joseph	Gebbia
Director
January	26,	2024
Joseph	Gebbia
	
	
	
	
	
/s/	James	Murdoch
Director
January	26,	2024
James	Murdoch
/s/	Kimbal	Musk
Director
January	26,	2024
Kimbal	Musk
	
	
	
/s/	JB	Straubel
Director
January	26,	2024
JB	Straubel
	
	
	
	
	
/s/	Kathleen	Wilson-Thompson
Director


key: chroma:document
string_value:
/s/	Kathleen	Wilson-Thompson
Director
January	26,	2024
Kathleen	Wilson-Thompson
	
	
Exhibit	21.1
SUBSIDIARIES	OF	TESLA,	INC.
112


key: chroma:document
string_value:
Name	of	Subsidiary
Jurisdiction	of
Incorporation	or	Organization
Alabama	Service	LLC
Delaware
All	EV	Holdings,	LLC
Delaware
Allegheny	Solar	1,	LLC
Delaware
Allegheny	Solar	Manager	1,	LLC
Delaware
Alset	Transport	GmbH
Germany
Alset	Warehouse	GmbH
Germany
Ancon	Holdings	II,	LLC
Delaware
Ancon	Holdings	III,	LLC
Delaware
Ancon	Holdings,	LLC
Delaware
Ancon	Solar	Corporation
Delaware
Ancon	Solar	I,	LLC
Delaware
Ancon	Solar	II	Lessee	Manager,	LLC
Delaware
Ancon	Solar	II	Lessee,	LLC
Delaware
Ancon	Solar	II	Lessor,	LLC
Delaware
Ancon	Solar	III	Lessee	Manager,	LLC
Delaware
Ancon	Solar	III	Lessee,	LLC
Delaware
Ancon	Solar	III	Lessor,	LLC
Delaware
Ancon	Solar	Managing	Member	I,	LLC
Delaware
Arpad	Solar	Borrower,	LLC
Delaware
Arpad	Solar	I,	LLC
Delaware
Arpad	Solar	Manager	I,	LLC
Delaware
AU	Solar	1,	LLC
Delaware
AU	Solar	2,	LLC
Delaware
Banyan	SolarCity	Manager	2010,	LLC
Delaware
Banyan	SolarCity	Owner	2010,	LLC
Delaware
Basking	Solar	I,	LLC
Delaware
Basking	Solar	II,	LLC
Delaware
Basking	Solar	Manager	II,	LLC
Delaware
Beatrix	Solar	I,	LLC
Delaware
Bernese	Solar	Manager	I,	LLC
Delaware
Blue	Skies	Solar	I,	LLC
Delaware
Blue	Skies	Solar	II,	LLC
Delaware
BT	Connolly	Storage,	LLC
Texas
Caballero	Solar	Managing	Member	I,	LLC
Delaware
Caballero	Solar	Managing	Member	II,	LLC
Delaware


key: chroma:document
string_value:
Delaware
Caballero	Solar	Managing	Member	III,	LLC
Delaware
Cardinal	Blue	Solar,	LLC
Delaware
Castello	Solar	I,	LLC
Delaware
Castello	Solar	II,	LLC
Delaware
Castello	Solar	III,	LLC
Delaware
Chaparral	SREC	Borrower,	LLC
Delaware
Chaparral	SREC	Holdings,	LLC
Delaware
Chompie	Solar	I,	LLC
Delaware
Chompie	Solar	II,	LLC
Delaware
Chompie	Solar	Manager	I,	LLC
Delaware
Chompie	Solar	Manager	II,	LLC
Delaware


key: chroma:document
string_value:
Clydesdale	SC	Solar	I,	LLC
Delaware
Colorado	River	Project,	LLC
Delaware
Community	Solar	Partners,	LLC
Delaware
Connecticut	Auto	Repair	and	Service	LLC
Delaware
Compass	Automation	Incorporated
Illinois
Dom	Solar	General	Partner	I,	LLC
Delaware
Dom	Solar	Lessor	I,	LP
Cayman	Islands
Domino	Solar	Ltd.
Cayman	Islands
Dom	Solar	Limited	Partner	I,	LLC
Delaware
El	Rey	EV,	LLC
Delaware
Falconer	Solar	Manager	I,	LLC
Delaware
Firehorn	Solar	I,	LLC
Cayman	Islands
Firehorn	Solar	Manager	I,	LLC
Delaware
FocalPoint	Solar	Borrower,	LLC
Delaware
FocalPoint	Solar	I,	LLC
Delaware
FocalPoint	Solar	Manager	I,	LLC
Delaware
Fontane	Solar	I,	LLC
Delaware
Fotovoltaica	GI	4,	S.	de	R.L.	de	C.V.
Mexico
Fotovoltaica	GI	5,	S.	de	R.L.	de	C.V.
Mexico
FP	System	Owner,	LLC
Delaware
Giga	Insurance	Texas,	Inc.
Texas
Giga	Texas	Energy,	LLC
Delaware
Grohmann	Engineering	Trading	(Shanghai)	Co.	Ltd.
China
Grohmann	USA,	Inc.
Delaware
Guilder	Solar,	LLC
Delaware
Hamilton	Solar,	LLC
Delaware
Harborfields	LLC
Delaware
Hangzhou	Silevo	Electric	Power	Co.,	Ltd.
China
Harpoon	Solar	I,	LLC
Delaware
Harpoon	Solar	Manager	I,	LLC
Delaware
Haymarket	Holdings,	LLC
Delaware
Haymarket	Manager	1,	LLC
Delaware
Haymarket	Solar	1,	LLC
Delaware
Hibar	Systems	Europe	GmbH
Germany
Hive	Battery	Inc.
Delaware
Ikehu	Manager	I,	LLC
Delaware


key: chroma:document
string_value:
Delaware
Ikehu	Manager	I,	LLC
Delaware
IL	Buono	Solar	I,	LLC
Delaware
Iliosson,	S.A.	de	C.V.
Mexico
Industrial	Maintenance	Technologies,	Inc.
California
Kansas	Repair	LLC
Delaware
Klamath	Falls	Solar	1,	LLC
Delaware
Knight	Solar	Managing	Member	I,	LLC
Delaware
Knight	Solar	Managing	Member	II,	LLC
Delaware
Knight	Solar	Managing	Member	III,	LLC
Delaware
Landlord	2008-A,	LLC
Delaware
Lincoln	Auto	Repair	and	Service	LLC
Delaware
Louis	Solar	II,	LLC
Delaware
Louis	Solar	III,	LLC
Delaware
Louis	Solar	Manager	II,	LLC
Delaware
Louis	Solar	Manager	III,	LLC
Delaware


key: chroma:document
string_value:
Louis	Solar	Master	Tenant	I,	LLC
Delaware
Louis	Solar	MT	Manager	I,	LLC
Delaware
Louis	Solar	Owner	I,	LLC
Delaware
Louis	Solar	Owner	Manager	I,	LLC
Delaware
Master	Tenant	2008-A,	LLC
Delaware
Matterhorn	Solar	I,	LLC
Delaware
Maxwell	Technologies,	Inc.
Delaware
Megalodon	Solar,	LLC
Delaware
Monte	Rosa	Solar	I,	LLC
Delaware
Mound	Solar	Manager	V,	LLC
Delaware
Mound	Solar	Manager	VI,	LLC
Delaware
Mound	Solar	Manager	X,	LLC
Delaware
Mound	Solar	Manager	XI,	LLC
Delaware
Mound	Solar	Manager	XII,	LLC
Delaware
Mound	Solar	Master	Tenant	IX,	LLC
Delaware
Mound	Solar	Master	Tenant	V,	LLC
California
Mound	Solar	Master	Tenant	VI,	LLC
Delaware
Mound	Solar	Master	Tenant	VII,	LLC
Delaware
Mound	Solar	Master	Tenant	VIII,	LLC
Delaware
Mound	Solar	MT	Manager	IX,	LLC
Delaware
Mound	Solar	MT	Manager	VII,	LLC
Delaware
Mound	Solar	MT	Manager	VIII,	LLC
Delaware
Mound	Solar	Owner	IX,	LLC
Delaware
Mound	Solar	Owner	Manager	IX,	LLC
Delaware
Mound	Solar	Owner	Manager	VII,	LLC
Delaware
Mound	Solar	Owner	Manager	VIII,	LLC
Delaware
Mound	Solar	Owner	V,	LLC
California
Mound	Solar	Owner	VI,	LLC
Delaware
Mound	Solar	Owner	VII,	LLC
Delaware
Mound	Solar	Owner	VIII,	LLC
Delaware
Mound	Solar	Partnership	X,	LLC
Delaware
Mound	Solar	Partnership	XI,	LLC
Delaware
Mound	Solar	Partnership	XII,	LLC
Delaware


key: chroma:document
string_value:
Delaware
MS	SolarCity	2008,	LLC
Delaware
MS	SolarCity	Commercial	2008,	LLC
Delaware
MS	SolarCity	Residential	2008,	LLC
Delaware
New	Mexico	Sales	and	Vehicle	Service	LLC
Delaware
NBA	SolarCity	AFB,	LLC
California
NBA	SolarCity	Commercial	I,	LLC
California
NBA	SolarCity	Solar	Phoenix,	LLC
California
Northern	Nevada	Research	Co.,	LLC
Nevada
Oranje	Solar	I,	LLC
Delaware
Oranje	Solar	Manager	I,	LLC
Delaware
Palmetto	Auto	Repair	and	Service	LLC
Delaware
Paramount	Energy	Fund	I	Lessee,	LLC
Delaware
Paramount	Energy	Fund	I	Lessor,	LLC
Delaware
PEF	I	MM,	LLC
Delaware
Perbix	Machine	Company,	Inc.
Minnesota
Presidio	Solar	I,	LLC
Delaware
Presidio	Solar	II,	LLC
Delaware


key: chroma:document
string_value:
Presidio	Solar	III,	LLC
Delaware
Pukana	La	Solar	I,	LLC
Delaware
R9	Solar	1,	LLC
Delaware
Roadster	Automobile	Sales	and	Service	(Beijing)	Co.,	Ltd.
China
Roadster	Finland	Oy
Finland
SA	VPP	Holding	Trust
Australia
SA	VPP	Project	Trust
Australia
Sequoia	Pacific	Holdings,	LLC
Delaware
Sequoia	Pacific	Manager	I,	LLC
Delaware
Sequoia	Pacific	Solar	I,	LLC
Delaware
Sequoia	SolarCity	Owner	I,	LLC
Delaware
Sierra	Solar	Power	(Hong	Kong)	Limited
Hong	Kong
SiiLion,	Inc.
Delaware
Silevo,	LLC
Delaware
Solar	Aquarium	Holdings,	LLC
Delaware
Solar	Energy	of	America	1,	LLC
Delaware
Solar	Energy	of	America	Manager	1,	LLC
Delaware
Solar	Explorer,	LLC
Delaware
Solar	Gezellig	Holdings,	LLC
Delaware
Solar	House	I,	LLC
Delaware
Solar	House	II,	LLC
Delaware
Solar	House	III,	LLC
Delaware
Solar	House	IV,	LLC
Delaware
Solar	Integrated	Fund	I,	LLC
Delaware
Solar	Integrated	Fund	II,	LLC
Delaware
Solar	Integrated	Fund	III,	LLC
Delaware
Solar	Integrated	Fund	IV-A,	LLC
Delaware
Solar	Integrated	Fund	V,	LLC
Delaware
Solar	Integrated	Fund	VI,	LLC
Delaware
Solar	Integrated	Manager	I,	LLC
Delaware
Solar	Integrated	Manager	II,	LLC
Delaware
Solar	Integrated	Manager	III,	LLC
Delaware
Solar	Integrated	Manager	IV-A,	LLC
Delaware
Solar	Integrated	Manager	V,	LLC
Delaware
Solar	Integrated	Manager	VI,	LLC
Delaware
Solar	Services	Company,	LLC
Delaware
Solar	Ulysses	Manager	I,	LLC
Delaware


key: chroma:document
string_value:
Solar	Ulysses	Manager	I,	LLC
Delaware
Solar	Ulysses	Manager	II,	LLC
Delaware
Solar	Voyager,	LLC
Delaware
Solar	Warehouse	Manager	I,	LLC
Delaware
Solar	Warehouse	Manager	II,	LLC
Delaware
Solar	Warehouse	Manager	III,	LLC
Delaware
Solar	Warehouse	Manager	IV,	LLC
Delaware
SolarCity	Alpine	Holdings,	LLC
Delaware
SolarCity	Amphitheatre	Holdings,	LLC
Delaware
SolarCity	Arbor	Holdings,	LLC
Delaware
SolarCity	Arches	Holdings,	LLC
Delaware
SolarCity	AU	Holdings,	LLC
Delaware
SolarCity	Cruyff	Holdings,	LLC
Delaware
SolarCity	Electrical,	LLC
Delaware


key: chroma:document
string_value:
SolarCity	Electrical	New	York	Corporation
Delaware
SolarCity	Finance	Company,	LLC
Delaware
SolarCity	Finance	Holdings,	LLC
Delaware
SolarCity	Foxborough	Holdings,	LLC
Delaware
SolarCity	FTE	Series	1,	LLC
Delaware
SolarCity	FTE	Series	2,	LLC
Delaware
SolarCity	Fund	Holdings,	LLC
Delaware
SolarCity	Grand	Canyon	Holdings,	LLC
Delaware
SolarCity	Holdings	2008,	LLC
Delaware
SolarCity	International,	Inc.
Delaware
SolarCity	Leviathan	Holdings,	LLC
Delaware
SolarCity	LMC	Series	I,	LLC
Delaware
SolarCity	LMC	Series	II,	LLC
Delaware
SolarCity	LMC	Series	III,	LLC
Delaware
SolarCity	LMC	Series	IV,	LLC
Delaware
SolarCity	LMC	Series	V,	LLC
Delaware
SolarCity	Mid-Atlantic	Holdings,	LLC
Delaware
SolarCity	Nitro	Holdings,	LLC
Delaware
SolarCity	Orange	Holdings,	LLC
Delaware
SolarCity	Series	Holdings	I,	LLC
Delaware
SolarCity	Series	Holdings	II,	LLC
Delaware
SolarCity	Series	Holdings	IV,	LLC
Delaware
SolarCity	Steep	Holdings,	LLC
Delaware
SolarCity	Ulu	Holdings,	LLC
Delaware
SolarCity	Village	Holdings,	LLC
Delaware
SolarRock,	LLC
Delaware
SolarStrong,	LLC
Delaware
Sparrowhawk	Solar	I,	LLC
Delaware
SREC	Holdings,	LLC
Delaware
TALT	Holdings,	LLC
Delaware
TALT	TBM	Holdings,	LLC
Delaware
TBM	Partnership	II,	LLC
Delaware
TEO	Engineering,	Inc.
California
TES	2017-1,	LLC
Delaware
TES	2017-2,	LLC
Delaware
TES	Holdings	2017-1,	LLC
Delaware


key: chroma:document
string_value:
TES	Holdings	2017-1,	LLC
Delaware
Tesla	2014	Warehouse	SPV	LLC
Delaware
Tesla	Auto	Lease	Trust	2021-A
Delaware
Tesla	Auto	Lease	Trust	2021-B
Delaware
Tesla	Auto	Lease	Trust	2022-A
Delaware
Tesla	Auto	Lease	Trust	2023-A
Delaware
Tesla	Auto	Lease	Trust	2023-B
Delaware
Tesla	Electric	Vehicle	Trust	2023-1
Delaware
Tesla	Autobidder	International	B.V.
Netherlands
Tesla	Automation	GmbH
Germany
Tesla	Automobile	Information	Service	(Dalian)	Co.,	Ltd.
China
Tesla	Automobile	Management	and	Service	(Haikou)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Beijing)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Changchun)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Changsha)	Co.,	Ltd.
China


key: chroma:document
string_value:
Tesla	Automobile	Sales	and	Service	(Chengdu)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Chongqing)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Dalian)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Fuzhou)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Guangzhou)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Guiyang)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Haerbin)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Hangzhou)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Hefei)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Hohhot)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Jinan)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Kunming)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Lanzhou)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Nanchang)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Nanjing)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Nanning)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Ningbo)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Qingdao)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Shanghai)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Shenyang)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Shijiazhuang)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Suzhou)	Co.	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Taiyuan)	Co.,	Ltd.
China


key: chroma:document
string_value:
China
Tesla	Automobile	Sales	and	Service	(Tianjin)	Co.	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Urumqi)	Co.	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Wenzhou)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Wuhan)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Wuxi)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Xi'an)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Xiamen)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Xining)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Yinchuan)	Co.,	Ltd.
China
Tesla	Automobile	Sales	and	Service	(Zhengzhou)	Co.	Ltd.
China
Tesla	Automobiles	Sales	and	Service	Mexico,	S.	de	R.L.	de	C.V.
Mexico
Tesla	(Beijing)	New	Energy	R&D	Co.,	Ltd.
China
Tesla	Belgium	BV
Belgium
Tesla	Canada	Finance	ULC
Canada
Tesla	Canada	GP	Inc.
Canada
Tesla	Canada	LP
Canada
Tesla	Charging,	LLC
Delaware
Tesla	Chile	SpA
Chile
Tesla	Construction	(Shanghai)	Co.,	Ltd.
China
Tesla	Czech	Republic	s.r.o.
Czech	Republic
Tesla	Energia	Macau	Limitada
Macau
Tesla	Engineering	Germany	GmbH
Germany
Tesla	Energy	d.o.o.
Slovenia
Tesla	Energy	Management	LLC
Delaware
Tesla	Energy	Operations,	Inc.
Delaware
Tesla	Energy	Ventures	Australia	Pty	Ltd
Australia
Tesla	Energy	Ventures	Limited
United	Kingdom


key: chroma:document
string_value:
Tesla	Energy	Ventures	Holdings	B.V.
Netherlands
Tesla	Finance	LLC
Delaware
Tesla	Financial	Leasing	(China)	Co.,	Ltd.
China
Tesla	Financial	Services	GmbH
Germany
Tesla	Financial	Services	Holdings	B.V.
Netherlands
Tesla	Financial	Services	Limited
United	Kingdom
Tesla	France	S.à	r.l.
France
Tesla	Germany	GmbH
Germany
Tesla	General	Insurance,	Inc.
Arizona
Tesla	Greece	Single	Member	P.C.
Greece
Tesla	Hrvatska	d.o.o.
Croatia
Tesla	Hungary	Kft.
Hungary
Tesla	India	Motors	and	Energy	Private	Limited
India
Tesla	Insurance	Brokers	Co.,	Ltd.
China
Tesla	Insurance	Holdings,	LLC
Delaware
Tesla	Insurance,	Inc.
Delaware
Tesla	Insurance	Ltd.
Malta
Tesla	Insurance	Company
California
Tesla	Insurance	Services,	Inc.
California
Tesla	Insurance	Services	of	Texas,	Inc.
Texas
Tesla	International	B.V.
Netherlands
Tesla	Investments	LLC
Delaware
Tesla	Italy	S.r.l.
Italy
Tesla	Jordan	Car	Trading	LLC
Jordan
Tesla	Korea	Limited
Republic	of	Korea
Tesla	Lease	Trust
Delaware
Tesla	LLC
Delaware
Tesla	Manufacturing	Brandenburg	SE
Germany
Tesla	Manufacturing	Mexico,	S.	de	R.L.	de	C.V.
Mexico
Tesla	Manufacturing	Mexico	Holding,	S.	de	R.L.	de	C.V.
Mexico
Tesla	Michigan,	Inc.
Michigan
Tesla	Mississippi	LLC
Delaware
Tesla	Motors	Australia,	Pty	Ltd
Australia
Tesla	Motors	Austria	GmbH
Austria
Tesla	Motors	(Beijing)	Co.,	Ltd.
China
Tesla	Motors	Canada	ULC
Canada
Tesla	Motors	Colombia	S.A.S
Colombia
Tesla	Motors	Holding	B.V.
Netherlands
Tesla	Motors	Denmark	ApS
Denmark
Tesla	Motors	FL,	Inc.
Florida


key: chroma:document
string_value:
Denmark
Tesla	Motors	FL,	Inc.
Florida
Tesla	Motors	HK	Limited
Hong	Kong
Tesla	Motors	Iceland	ehf.
Iceland
Tesla	Motors	Ireland	Limited
Ireland
Tesla	Motors	Israel	Ltd.
Israel
Tesla	Motors	Japan	GK
Japan
Tesla	Motors	Limited
United	Kingdom
Tesla	Motors	Luxembourg	S.à	r.l.
Luxembourg
Tesla	Motors	MA,	Inc.
Massachusetts
Tesla	Motors	Netherlands	B.V.
Netherlands
Tesla	Motors	New	York	LLC
New	York


key: chroma:document
string_value:
Tesla	Motors	NL	LLC
Delaware
Tesla	Motors	NV,	Inc.
Nevada
Tesla	Motors	PA,	Inc.
Pennsylvania
Tesla	Motors	Romania	S.R.L.
Romania
Tesla	Motors	Sales	and	Service	LLC
Turkey
Tesla	Motors	Singapore	Holdings	Pte.	Ltd.
Singapore
Tesla	Motors	Singapore	Private	Limited
Singapore
Tesla	Motors	Stichting
Netherlands
Tesla	Motors	Taiwan	Limited
Taiwan
Tesla	Motors	TN,	Inc.
Tennessee
Tesla	Motors	TX,	Inc.
Texas
Tesla	Motors	UT,	Inc.
Utah
Tesla	Nambe	LLC
Delaware
Tesla	New	Zealand	ULC
New	Zealand
Tesla	Norway	AS
Norway
Tesla	Poland	sp.	z	o.o.
Poland
Tesla	Property	&Casualty,	Inc.
California
Tesla	Portugal,	Sociedade	Unipessoal	LDA
Portugal
Tesla	Puerto	Rico	LLC
Puerto	Rico
Tesla	Qatar	LLC
Qatar
Tesla	Sales,	Inc.
Delaware
Tesla	Sdn.	Bhd.
Malaysia
Tesla	Shanghai	Co.,	Ltd
China
Tesla	(Shanghai)	New	Energy	Co.,	LTD.
China
Tesla	Spain,	S.L.	Unipersonal
Spain
Tesla	Switzerland	GmbH
Switzerland
Tesla	(Thailand)	Ltd.
Thailand
Tesla	TH1	LLC
Delaware
Tesla	TH2	LLC
Delaware
Telsa	Toronto	Automation	ULC
Canada
Tesla	Toronto	International	Holdings	ULC
Canada
Tesla	
Transport	B.V.
Netherlands
The	Big	Green	Solar	I,	LLC
Delaware
The	Big	Green	Solar	Manager	I,	LLC
Delaware
Three	Rivers	Solar	1,	LLC
Delaware
Three	Rivers	Solar	2,	LLC
Delaware
Three	Rivers	Solar	3,	LLC
Delaware
Three	Rivers	Solar	Manager	1,	LLC
Delaware


key: chroma:document
string_value:
Three	Rivers	Solar	Manager	1,	LLC
Delaware
Three	Rivers	Solar	Manager	2,	LLC
Delaware
Three	Rivers	Solar	Manager	3,	LLC
Delaware
TM	International	C.V.
Netherlands
TM	Sweden	AB
Sweden
USB	SolarCity	Manager	IV,	LLC
Delaware
USB	SolarCity	Master	Tenant	IV,	LLC
California
USB	SolarCity	Owner	IV,	LLC
California
Visigoth	Solar	1,	LLC
Delaware
Visigoth	Solar	Holdings,	LLC
Delaware
Visigoth	Solar	Managing	Member	1,	LLC
Delaware
VPP	Project	1	(SA)	Pty	Ltd.
Australia
Weisshorn	Solar	I,	LLC
Cayman	Islands


key: chroma:document
string_value:
Weisshorn	Solar	Manager	I,	LLC
Delaware
Zep	Solar	LLC
California
Exhibit	23.1
CONSENT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM
We	hereby	consent	to	the	incorporation	by	reference	in	the	Registration	Statements	on	Form	S-8	(Nos.	333-232079,	333-223169,	333-216376,	333-
209696,	333-198002,	333-187113,	333-183033,	and	333-167874)	of	Tesla,	Inc.	of	our	report	dated	January	26,	2024	relating	to	the	financial	statements
and	the	effectiveness	of	internal	control	over	financial	reporting,	which	appears	in	this	Form	10-K.
/s/	PricewaterhouseCoopers	LLP
San	Jose,	California
January	26,	2024
Exhibit	31.1
CERTIFICATIONS
I,	Elon	Musk,	certify	that:
1.
I	have	reviewed	this	Annual	Report	on	Form	10-K	of	Tesla,	Inc.;
2.
Based	on	my	knowledge,	this	report	does	not	contain	any	untrue	statement	of	a	material	fact	or	omit	to	state	a	material	fact	necessary	to	make	the
statements	made,	in	light	of	the	circumstances	under	which	such	statements	were	made,	not	misleading	with	respect	to	the	period	covered	by	this
report;
3.
Based	on	my	knowledge,	the	financial	statements,	and	other	financial	information	included	in	this	report,	fairly	present	in	all	material	respects	the
financial	condition,	results	of	operations	and	cash	flows	of	the	registrant	as	of,	and	for,	the	periods	presented	in	this	report;
4.
The	registrant’s	other	certifying	officer	and	I	are	responsible	for	establishing	and	maintaining	disclosure	controls	and	procedures	(as	defined	in


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Exchange	Act	Rules	13a-15(e)	and	15d-15(e))	and	internal	control	over	financial	reporting	(as	defined	in	Exchange	Act	Rules	13a-15(f)	and	15d-
15(f))	for	the	registrant	and	have:
(a)
Designed	such	disclosure	controls	and	procedures,	or	caused	such	disclosure	controls	and	procedures	to	be	designed	under	our
supervision,	to	ensure	that	material	information	relating	to	the	registrant,	including	its	consolidated	subsidiaries,	is	made	known	to	us
by	others	within	those	entities,	particularly	during	the	period	in	which	this	report	is	being	prepared;
(b)
Designed	such	internal	control	over	financial	reporting,	or	caused	such	internal	control	over	financial	reporting	to	be	designed	under
our	supervision,	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;
(c)
Evaluated	the	effectiveness	of	the	registrant’s	disclosure	controls	and	procedures	and	presented	in	this	report	our	conclusions	about
the	effectiveness	of	the	disclosure	controls	and	procedures,	as	of	the	end	of	the	period	covered	by	this	report	based	on	such	evaluation;
and
(d)
Disclosed	in	this	report	any	change	in	the	registrant’s	internal	control	over	financial	reporting	that	occurred	during	the	registrant’s
most	recent	fiscal	quarter	(the	registrant’s	fourth	fiscal	quarter	in	the	case	of	an	annual	report)	that	has	materially	affected,	or	is
reasonably	likely	to	materially	affect,	the	registrant’s	internal	control	over	financial	reporting;	and
5.
The	registrant’s	other	certifying	officer	and	I	have	disclosed,	based	on	our	most	recent	evaluation	of	internal	control	over	financial	reporting,	to	the


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registrant’s	auditors	and	the	audit	committee	of	the	registrant’s	Board	of	Directors	(or	persons	performing	the	equivalent	functions):
(a)
All	significant	deficiencies	and	material	weaknesses	in	the	design	or	operation	of	internal	control	over	financial	reporting	which	are
reasonably	likely	to	adversely	affect	the	registrant’s	ability	to	record,	process,	summarize	and	report	financial	information;	and
(b)
Any	fraud,	whether	or	not	material,	that	involves	management	or	other	employees	who	have	a	significant	role	in	the	registrant’s


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internal	control	over	financial	reporting.
Date:	January	26,	2024
/s/	Elon	Musk
	
Elon	Musk
	
Chief	Executive	Officer
	
(Principal	Executive	Officer)
Exhibit	31.2
CERTIFICATIONS
I,	Vaibhav	Taneja,	certify	that:
1.
I	have	reviewed	this	Annual	Report	on	Form	10-K	of	Tesla,	Inc.;
2.
Based	on	my	knowledge,	this	report	does	not	contain	any	untrue	statement	of	a	material	fact	or	omit	to	state	a	material	fact	necessary	to	make	the
statements	made,	in	light	of	the	circumstances	under	which	such	statements	were	made,	not	misleading	with	respect	to	the	period	covered	by	this
report;
3.
Based	on	my	knowledge,	the	financial	statements,	and	other	financial	information	included	in	this	report,	fairly	present	in	all	material	respects	the
financial	condition,	results	of	operations	and	cash	flows	of	the	registrant	as	of,	and	for,	the	periods	presented	in	this	report;
4.
The	registrant’s	other	certifying	officer	and	I	are	responsible	for	establishing	and	maintaining	disclosure	controls	and	procedures	(as	defined	in
Exchange	Act	Rules	13a-15(e)	and	15d-15(e))	and	internal	control	over	financial	reporting	(as	defined	in	Exchange	Act	Rules	13a-15(f)	and	15d-
15(f))	for	the	registrant	and	have:
(a)
Designed	such	disclosure	controls	and	procedures,	or	caused	such	disclosure	controls	and	procedures	to	be	designed	under	our
supervision,	to	ensure	that	material	information	relating	to	the	registrant,	including	its	consolidated	subsidiaries,	is	made	known	to	us
by	others	within	those	entities,	particularly	during	the	period	in	which	this	report	is	being	prepared;
(b)


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(b)
Designed	such	internal	control	over	financial	reporting,	or	caused	such	internal	control	over	financial	reporting	to	be	designed	under
our	supervision,	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;
(c)
Evaluated	the	effectiveness	of	the	registrant’s	disclosure	controls	and	procedures	and	presented	in	this	report	our	conclusions	about
the	effectiveness	of	the	disclosure	controls	and	procedures,	as	of	the	end	of	the	period	covered	by	this	report	based	on	such	evaluation;
and
(d)
Disclosed	in	this	report	any	change	in	the	registrant’s	internal	control	over	financial	reporting	that	occurred	during	the	registrant’s
most	recent	fiscal	quarter	(the	registrant’s	fourth	fiscal	quarter	in	the	case	of	an	annual	report)	that	has	materially	affected,	or	is
reasonably	likely	to	materially	affect,	the	registrant’s	internal	control	over	financial	reporting;	and
5.
The	registrant’s	other	certifying	officer	and	I	have	disclosed,	based	on	our	most	recent	evaluation	of	internal	control	over	financial	reporting,	to	the
registrant’s	auditors	and	the	audit	committee	of	the	registrant’s	Board	of	Directors	(or	persons	performing	the	equivalent	functions):
(a)
All	significant	deficiencies	and	material	weaknesses	in	the	design	or	operation	of	internal	control	over	financial	reporting	which	are
reasonably	likely	to	adversely	affect	the	registrant’s	ability	to	record,	process,	summarize	and	report	financial	information;	and
(b)
Any	fraud,	whether	or	not	material,	that	involves	management	or	other	employees	who	have	a	significant	role	in	the	registrant’s
internal	control	over	financial	reporting.
Date:	January	26,	2024


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Date:	January	26,	2024
/s/	Vaibhav	Taneja
	
Vaibhav	Taneja
	
Chief	Financial	Officer
	
(Principal	Financial	Officer	and	
Principal	Accounting	Officer)
Exhibit	32.1
SECTION	1350	CERTIFICATIONS
I,	Elon	Musk,	certify,	pursuant	to	18	U.S.C.	Section	1350,	that,	to	my	knowledge,	the	Annual	Report	of	Tesla,	Inc.	on	Form	10-K	for	the	annual	period	ended
December	31,	2023,	(i)	fully	complies	with	the	requirements	of	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934	and	(ii)	that	the	information
contained	in	such	Form	10-K	fairly	presents,	in	all	material	respects,	the	financial	condition	and	results	of	operations	of	Tesla,	Inc.


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Date:	January	26,	2024
/s/	Elon	Musk
	
Elon	Musk
	
Chief	Executive	Officer
	
(Principal	Executive	Officer)
I,	Vaibhav	Taneja,	certify,	pursuant	to	18	U.S.C.	Section	1350,	that,	to	my	knowledge,	the	Annual	Report	of	Tesla,	Inc.	on	Form	10-K	for	the	annual	period
ended	December	31,	2023,	(i)	fully	complies	with	the	requirements	of	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934	and	(ii)	that	the
information	contained	in	such	Form	10-K	fairly	presents,	in	all	material	respects,	the	financial	condition	and	results	of	operations	of	Tesla,	Inc.
Date:	January	26,	2024
/s/	Vaibhav	Taneja
	
Vaibhav	Taneja
	
Chief	Financial	Officer
	
(Principal	Financial	Officer	and
	Principal	Accounting	Officer)
Exhibit	97
Tesla,	Inc.
CLAWBACK	POLICY
The	Compensation	Committee	(the	“
Committee
”)	of	the	Board	of	Directors	(the	“
Board
”)	of	Tesla,	Inc.	(the	“
Company
”)
believes	that	it	is	appropriate	for	the	Company	to	adopt	this	Clawback	Policy	(this	“
Policy
”)	to	be	applied	to	the	certain
executive	officers	of	the	Company	and	adopts	this	Policy	to	be	effective	as	of	the	Effective	Date.
1.
Definitions
For	purposes	of	this	Policy,	the	following	definitions	shall	apply:
a)
“
Company	Group
”	means	the	Company	and	each	of	its	Subsidiaries,	as	applicable.
b)
“
Covered	Compensation
”	means	any	Incentive-Based	Compensation	Received	by	a	person	who	served	as	an


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Executive	Officer	at	any	time	during	the	performance	period	for	such	Incentive-Based	Compensation	and	that	was
Received	(i)	on	or	after	October	2,	2023	and	(ii)	after	the	person	became	an	Executive	Officer.
c)
“
Effective	Date
”	means	November	15,	2023.
d)
“
Erroneously	Awarded	Compensation
”	means	the	amount	of	Covered	Compensation	Received	by	a	person	during
the	fiscal	period	when	the	applicable	Financial	Reporting	Measure	relating	to	such	Covered	Compensation	was
attained	that	exceeds	the	amount	of	Covered	Compensation	that	otherwise	would	have	been	Received	by	such
person	had	such	amount	been	determined	based	on	the	applicable	Restatement,	computed	without	regard	to	any
taxes	paid	(i.e.,	on	a	pre-tax	basis).	For	Covered	Compensation	based	on	stock	price	or	total	shareholder	return,
where	the	amount	of	Erroneously	Awarded	Compensation	is	not	subject	to	mathematical	recalculation	directly
from	the	information	in	a	Restatement,	the	Committee	will	determine	the	amount	of	such	Covered	Compensation
that	constitutes	Erroneously	Awarded	Compensation,	if	any,	based	on	a	reasonable	estimate	of	the	effect	of	the
Restatement	on	the	stock	price	or	total	shareholder	return	upon	which	the	Covered	Compensation	was	granted,
vested	or	paid	and	the	Committee	shall	maintain	documentation	of	such	determination	and	provide	such
documentation	to	Nasdaq.
e)
“
Exchange	Act
”	means	the	U.S.	Securities	Exchange	Act	of	1934,	as	amended.
f)
“
Executive	Officer
”	means	each	“executive	officer”	of	the	Company	(as	defined	in	Rule	10D-1(d)	under	the


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Exchange	Act),	which	shall	be	deemed	to	include	any	individuals	identified	by	the	Company	as	executive	officers
pursuant	to	Item	401(b)	of	Regulation	S-K	under	the	Exchange	Act.	Both	current	and	former	Executive	Officers
are	subject	to	the	Policy	in	accordance	with	its	terms.
1


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g)
“
Financial	Reporting	Measure
”	means	(i)	any	measure	that	is	determined	and	presented	in	accordance	with	the
accounting	principles	used	in	preparing	the	Company’s	financial	statements,	and	any	measures	derived	wholly	or
in	part	from	such	measures	and	may	consist	of	GAAP	or	non-GAAP	financial	measures	(as	defined	under
Regulation	G	of	the	Exchange	Act	and	Item	10	of	Regulation	S-K	under	the	Exchange	Act),	(ii)	stock	price	or	(iii)
total	shareholder	return.	Financial	Reporting	Measures	may	or	may	not	be	filed	with	the	SEC	and	may	be
presented	outside	the	Company’s	financial	statements,	such	as	in	Managements’	Discussion	and	Analysis	of
Financial	Conditions	and	Result	of	Operations	or	in	the	performance	graph	required	under	Item	201(e)	of
Regulation	S-K	under	the	Exchange	Act.
h)
“
Incentive-Based	Compensation
”	means	any	compensation	that	is	granted,	earned	or	vested	based	wholly	or	in
part	upon	the	attainment	of	a	Financial	Reporting	Measure.
i)
“
Lookback	Period
”	means	the	three	completed	fiscal	years	(plus	any	transition	period	of	less	than	nine	months
that	is	within	or	immediately	following	the	three	completed	fiscal	years	and	that	results	from	a	change	in	the
Company’s	fiscal	year)	immediately	preceding	the	date	on	which	the	Company	is	required	to	prepare	a
Restatement	for	a	given	reporting	period,	with	such	date	being	the	earlier	of:	(i)	the	date	the	Board,	a	committee
of	the	Board,	or	the	officer	or	officers	of	the	Company	authorized	to	take	such	action	if	Board	action	is	not
required,	concludes,	or	reasonably	should	have	concluded,	that	the	Company	is	required	to	prepare	a


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Restatement,	or	(ii)	the	date	a	court,	regulator	or	other	legally	authorized	body	directs	the	Company	to	prepare	a
Restatement.	Recovery	of	any	Erroneously	Awarded	Compensation	under	the	Policy	is	not	dependent	on	if	or
when	the	Restatement	is	actually	filed.
j)
“
Nasdaq
”	means	the	Nasdaq	Stock	Market.
k)
“
Received
”:	Incentive-Based	Compensation	is	deemed	“Received”	in	the	Company’s	fiscal	period	during	which
the	Financial	Reporting	Measure	specified	in	or	otherwise	relating	to	the	Incentive-Based	Compensation	award	is
attained,	even	if	the	grant,	certification	of	achievement,	vesting	or	payment	of	the	Incentive-Based	Compensation
occurs	after	the	end	of	that	period.
l)
“
Restatement
”	means	an	accounting	restatement	required	due	to	the	material	noncompliance	by	the	Company
with	any	financial	reporting	requirement	under	the	securities	laws,	including	(i)	to	correct	an	error	in	previously
issued	financial	statements	that	is	material	to	the	previously	issued	financial	statements	(commonly	referred	to
as	a	“Big	R”	restatement)	or	(ii)	to	correct	an	error	in	previously	issued	financial	statements	that	is	not	material
to	the	previously	issued	financial	statements	but	that	would	result	in	a	material	misstatement	if	the	error	were
corrected	in	the	current	period	or	left	uncorrected	in	the	current	period	(commonly	referred	to	as	a	“little	r”
restatement).	Changes	to	the	Company’s	financial	statements	that	do	not	represent	error	corrections	under	the
then-current	relevant	accounting	standards	will	not	constitute	Restatements.
2


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m)
“
SEC
”	means	the	U.S.	Securities	and	Exchange	Commission.
n)
“
Subsidiary
”	means	any	domestic	or	foreign	corporation,	partnership,	association,	joint	stock	company,	joint
venture,	trust	or	unincorporated	organization	“affiliated”	with	the	Company,	that	is,	directly	or	indirectly,	through
one	or	more	intermediaries,	“controlling”,	“controlled	by”	or	“under	common	control	with”,	the	Company.
“Control”	for	this	purpose	means	the	possession,	direct	or	indirect,	of	the	power	to	direct	or	cause	the	direction	of
the	management	and	policies	of	such	person,	whether	through	the	ownership	of	voting	securities,	contract	or
otherwise.
2.
Recoupment	of	Erroneously	Awarded	Compensation
In	the	event	of	a	Restatement,	any	Erroneously	Awarded	Compensation	Received	during	the	Lookback	Period	that	(a)	is
then-outstanding	but	has	not	yet	been	paid	shall	be	automatically	and	immediately	forfeited	or	(b)	has	been	paid	to	any
person	shall	be	subject	to	reasonably	prompt	repayment	to	the	Company	Group	in	accordance	with	Section	3	of	this	Policy.
The	Committee	must	pursue	(and	shall	not	have	the	discretion	to	waive)	the	forfeiture	and/or	repayment	of	such
Erroneously	Awarded	Compensation	in	accordance	with	Section	3	of	this	Policy,	except	as	provided	below.	Recovery	of	any
Erroneously	Awarded	Compensation	under	the	Policy	is	not	dependent	on	fraud	or	misconduct	by	any	person	in	connection
with	the	Restatement.
Notwithstanding	the	foregoing,	the	Committee	(or,	if	the	Committee	is	not	a	committee	of	the	Board	responsible	for	the
Company’s	executive	compensation	decisions	and	composed	entirely	of	independent	directors,	a	majority	of	the


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independent	directors	serving	on	the	Board)	may	determine	not	to	pursue	the	forfeiture	and/or	recovery	of	Erroneously
Awarded	Compensation	from	any	person	if	the	Committee	determines	that	such	forfeiture	and/or	recovery	would	be
impracticable	due	to	any	of	the	following	circumstances:	(i)	the	direct	expense	paid	to	a	third	party	(for	example,
reasonable	legal	expenses	and	consulting	fees)	to	assist	in	enforcing	the	Policy	would	exceed	the	amount	to	be	recovered
(following	reasonable	attempts	by	the	Company	Group	to	recover	such	Erroneously	Awarded	Compensation,	the
documentation	of	such	attempts,	and	the	provision	of	such	documentation	to	the	Nasdaq)	or	(ii)	recovery	would	likely
cause	any	otherwise	tax-qualified	retirement	plan,	under	which	benefits	are	broadly	available	to	employees	of	Company
Group,	to	fail	to	meet	the	requirements	of	26	U.S.C.
401(a)(13)	or	26	U.S.C.	411(a)	and	regulations	thereunder.
3.
Means	of	Repayment
In	the	event	that	the	Committee	determines	that	any	person	shall	repay	any	Erroneously	Awarded	Compensation,	the
Committee	shall	provide	written	notice	to	such	person	by	email	or	certified	mail	to	the	physical	address	on	file	with	the
Company	Group	for	such	person,	and	the	person	shall	satisfy	such	repayment	in	a	manner	and	on	such	terms	as	required
by	the	Committee,	and	the	Company	Group	shall	be	entitled	to	set	off	the	repayment	amount	against	any	amount	owed	to
the	person	by	the	Company	Group,	to	require	the	forfeiture	of	any	award	granted	by	the	Company	Group	to	the	person,	or
to	take	any	and	all	necessary	actions	to	reasonably	promptly	recoup	the	repayment	amount	from	the	person,	in	each	case,


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to	the	fullest	extent	permitted	under	applicable	law,	including	without	limitation,	Section	409A	of	the	U.S.
3


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Internal	Revenue	Code	and	the	regulations	and	guidance	thereunder.	If	the	Committee	does	not	specify	a	repayment
timing	in	the	written	notice	described	above,	the	applicable	person	shall	be	required	to	repay	the	Erroneously	Awarded
Compensation	to	the	Company	Group	by	wire,	cash	or	cashier’s	check	no	later	than	thirty	(30)	days	after	receipt	of	such
notice.
4.
No	Indemnification
No	person	shall	be	indemnified,	insured	or	reimbursed	by	the	Company	Group	in	respect	of	any	loss	of	compensation	by
such	person	in	accordance	with	this	Policy,	nor	shall	any	person	receive	any	advancement	of	expenses	for	disputes	related
to	any	loss	of	compensation	by	such	person	in	accordance	with	this	Policy,	and	no	person	shall	be	paid	or	reimbursed	by
the	Company	Group	for	any	premiums	paid	by	such	person	for	any	third-party	insurance	policy	covering	potential	recovery
obligations	under	this	Policy.
5.
Miscellaneous
This	Policy	generally	will	be	administered	and	interpreted	by	the	Committee,	provided	that	the	Board	may,	from	time	to
time,	exercise	discretion	to	administer	and	interpret	this	Policy,	in	which	case,	all	references	herein	to	“Committee”	shall	be
deemed	to	refer	to	the	Board.	Any	determination	by	the	Committee	with	respect	to	this	Policy	shall	be	final,	conclusive	and
binding	on	all	interested	parties.	Any	discretionary	determinations	of	the	Committee	under	this	Policy,	if	any,	need	not	be
uniform	with	respect	to	all	persons,	and	may	be	made	selectively	amongst	persons,	whether	or	not	such	persons	are
similarly	situated.
This	Policy	is	intended	to	satisfy	the	requirements	of	Section	954	of	the	Dodd-Frank	Wall	Street	Reform	and	Consumer


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Protection	Act,	as	it	may	be	amended	from	time	to	time,	Rule	10D-	1	under	the	Exchange	Act,	and	any	related	rules	or
regulations	promulgated	by	the	SEC	or	the	Nasdaq,	including	any	additional	or	new	requirements	that	become	effective
after	the	Effective	Date	which	upon	effectiveness	shall	be	deemed	to	automatically	amend	this	Policy	to	the	extent
necessary	to	comply	with	such	additional	or	new	requirements.
The	provisions	in	this	Policy	are	intended	to	be	applied	to	the	fullest	extent	of	the	law.	To	the	extent	that	any	provision
of	this	Policy	is	found	to	be	unenforceable	or	invalid	under	any	applicable	law,	such	provision	will	be	applied	to	the
maximum	extent	permitted	and	shall	automatically	be	deemed	amended	in	a	manner	consistent	with	its	objectives	to	the
extent	necessary	to	conform	to	applicable	law.	The	invalidity	or	unenforceability	of	any	provision	of	this	Policy	shall	not
affect	the	validity	or	enforceability	of	any	other	provision	of	this	Policy.	Recoupment	of	Erroneously	Awarded	Compensation
under	this	Policy	is	not	dependent	upon	the	Company	Group	satisfying	any	conditions	in	this	Policy,	including	any
requirements	to	provide	applicable	documentation	to	the	Nasdaq.
The	rights	of	the	Company	Group	under	this	Policy	to	seek	forfeiture	or	reimbursement	are	in	addition	to,	and	not	in
lieu	of,	any	rights	of	recoupment,	or	remedies	or	rights	other	than	recoupment,	that	may	be	available	to	the	Company
Group	pursuant	to	the	terms	of	any	law,	government	regulation	or	stock	exchange	listing	requirement	or	any	other	policy,
code	of
4


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conduct,	employee	handbook,	employment	agreement,	equity	award	agreement,	or	other	plan	or	agreement	of	the
Company	Group.
6.
Amendment	and	Termination
To	the	extent	permitted	by,	and	in	a	manner	consistent	with	applicable	law,	including	SEC	and	Nasdaq	rules,	the
Committee	may	terminate,	suspend	or	amend	this	Policy	at	any	time	in	its	discretion.
7.
Successors
This	Policy	shall	be	binding	and	enforceable	against	all	persons	and	their	respective	beneficiaries,	heirs,	executors,
administrators	or	other	legal	representatives	with	respect	to	any	Covered	Compensation	granted,	vested	or	paid	to	or
administered	by	such	persons	or	entities.
8.
Agreement	to	Arbitrate;	Governing	Law;	Venue
This	Policy	and	all	rights	and	obligations	hereunder	will	be	governed	by	and	interpreted	in	accordance	with	Texas	law.	
Any	dispute	arising	from	or	relating	to	this	Policy	shall	be	
subject	to	binding	arbitration	in	accordance	with	the	then-current
Streamlined	Arbitration	Rules	of	the	Judicial	Arbitration	and	Mediation	Services	(“
JAMS
”).		The	existence,	content	and	result
of	the	arbitration	shall	be	held	in	confidence	by	the	parties,	their	representatives,	any	other	participants	and	the	arbitrator.	
The	arbitration	will	be	conducted	by	a	single	arbitrator	selected	by	agreement	of	the	parties	or,	failing	such	agreement,
appointed	in	accordance	with	the	JAMS	rules.		The	arbitration	shall	be	conducted	in	English	and	in	Austin,	Texas.		Each
party	will	bear	its	own	expenses	in	the	arbitration	and	will	share	equally	the	costs	of	the	arbitration;	
provided
,	however,


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provided
,	however,
that	the	arbitrator	may,	in	its	discretion,	award	reasonable	costs	and	fees	to	the	prevailing	party.		Judgment	upon	the
award	rendered	in	the	arbitration	may	be	entered	in	any	court	of	competent	jurisdiction.		If	any	dispute	in	arbitration	under
this	Policy	is	substantially	the	same	or	involves	common	issues	of	law	or	fact,	either	party	shall	be	entitled	to	require	that
any	such	dispute	be	consolidated	with	the	relevant	arbitration	pursuant	hereto,	and	the	other	party	shall	permit,	and	co-
operate	in,	such	consolidation.		
5


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Tesla,	Inc.
CLAWBACK	POLICY
ACKNOWLEDGMENT,	CONSENT	AND	AGREEMENT
I	acknowledge	that	I	have	received	and	reviewed	a	copy	of	the	Tesla,	Inc.	Clawback	Policy	(as	may	be	amended	from
time	to	time,	the	“
Policy
”)	and	I	have	been	given	an	opportunity	to	ask	questions	about	the	Policy	and	review	it	with	my
counsel.	I	knowingly,	voluntarily	and	irrevocably	consent	to	and	agree	to	be	bound	by	and	subject	to	the	Policy’s	terms	and
conditions,	including	that	I	will	return	any	Erroneously	Awarded	Compensation	that	is	required	to	be	repaid	in	accordance
with	the	Policy.	I	further	acknowledge,	understand	and	agree	that	(i)	the	compensation	that	I	receive,	have	received	or	may
become	entitled	to	receive	from	the	Company	Group	is	subject	to	the	Policy,	and	the	Policy	may	affect	such	compensation
and	(ii)	I	have	no	right	to	indemnification,	insurance	payments	or	other	reimbursement	by	or	from	the	Company	Group	for
any	compensation	that	is	subject	to	recoupment	and/or	forfeiture	under	the	Policy.
Capitalized	terms	used	but	not	defined	herein	have	the	meanings	set	forth	in	the	Policy.
Signed:
Print	Name:
Date:


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id
UNITED	STATES
SECURITIES	AND	EXCHANGE	COMMISSION
Washington,	D.C.	20549
FORM	
10-K
(Mark	One)
☒
ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934
For	the	fiscal	year	ended	
December	31,	
2022
OR
☐
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
		
☒
				No		
☐
Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	15(d)	of	the	Act.				Yes		
☐
				
No
		
☒


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☐
				
No
		
☒
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
		
☒
				No		
☐
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
		
☒
				No		
☐
Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	a	smaller	reporting	company,	or	an	emerging	growth
	
company.	See	the	definitions	of	“large	accelerated	filer,”	“accelerated	filer,”	“smaller	reporting	company”	and	“emerging	growth	company”	in	Rule	12b-2	of	the	Exchange	Act:
	
Large	accelerated	filer
		
☒
		
		
		
Accelerated	filer
		
☐
		
		
		
		
		
		
		
		
		
Non-accelerated	filer
		
☐
		
		
		
Smaller	reporting	company
		
☐
		
		
		
		
		
		
		
		
		
Emerging	growth	company
		
☐


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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.	
☐
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.	
☒
Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).				Yes		
☐
				No		
☒
The	aggregate	market	value	of	voting	stock	held	by	non-affiliates	of	the	registrant,	as	of	June	30,	2022,	the	last	day	of	the	registrant’s	most	recently	completed	second	fiscal	quarter,	was	$
580.48
	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,	2022).	Shares	of	Common	Stock	held	by	each	executive	officer,	director,	and	holder	of	5%	or
	
more	of	the	outstanding	Common	Stock	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	25,	2023,	there	were	
3,164,102,701
	shares	of	the	registrant’s	common	stock	outstanding.


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shares	of	the	registrant’s	common	stock	outstanding.
DOCUMENTS	INCORPORATED	BY	REFERENCE
Portions	of	the	registrant’s	Proxy	Statement	for	the	2023	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,	2022.


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TESLA,	INC.
ANNUAL	REPORT	ON	FORM	10-K	FOR	THE	YEAR	ENDED	DECEMBER	31,	2022
INDEX
	
		
		
		
	
Page
PART	I.
	
	
	
	
	
	
	
Item	1.
	
Business
	
4
Item	1A.
	
Risk	Factors
	
14
Item	1B.
	
Unresolved	Staff	Comments
	
29
Item	2.
	
Properties
	
29
Item	3.
	
Legal	Proceedings
	
29
Item	4.
	
Mine	Safety	Disclosures
	
29
	
	
	
PART	II.
	
	
	
	
	
Item	5.
	
	
Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities
	
30
Item	6.
	
[Reserved]
	
31
Item	7.
	
Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations
	
32
Item	7A.
	
Quantitative	and	Qualitative	Disclosures	about	Market	Risk
	
44
Item	8.
	
Financial	Statements	and	Supplementary	Data
	
45
Item	9.
	
Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure
	
90
Item	9A.
	
Controls	and	Procedures
	
90
Item	9B.
	
Other	Information
	
90
Item	9C.
	
Disclosure	Regarding	Foreign	Jurisdictions	that	Prevent	Inspections
	
90
	
	
	
PART	III.
	
	
	
	
	
Item	10.
	
Directors,	Executive	Officers	and	Corporate	Governance
	
91
Item	11.
	
Executive	Compensation
	
91
Item	12.


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Executive	Compensation
	
91
Item	12.
	
Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters
	
91
Item	13.
	
Certain	Relationships	and	Related	Transactions,	and	Director	Independence
	
91
Item	14.
	
Principal	Accountant	Fees	and	Services
	
91
	
	
	
PART	IV.
	
	
	
	
	
	
Item	15.
	
Exhibits	and	Financial	Statement	Schedules
	
92
Item	16.
	
Summary
	
106
	
	
	
Signatures
	
107


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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	any	potential	future	impact	of	the	coronavirus
	
disease	(“COVID-19”)	pandemic	on	our	business,	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”	in	this	Annual	Report	on


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Form	10-K	and	in	our	other	filings	with	the	Securities	and	Exchange	Commission	(the	“SEC”).	We	do	not	assume	any	obligation	to	update	any	forward-
looking	statements.


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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	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	non-warranty	after-
sales	vehicle	services	and	parts,	sales	of	used	vehicles,	retail	merchandise,	paid	Supercharging	and	vehicle	insurance	revenue.	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	four	different	consumer	vehicles	–	the	Model	3,	Y,	S	and	X.	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	December	2022,	we	began	early	production	and	deliveries	of	the	Tesla	Semi,	our	first	commercial	electric	vehicle.	We	have	also	announced
	
several	planned	electric	vehicles	to	address	additional	vehicle	markets,	including	specialized	consumer	electric	vehicles	in	Cybertruck	and	the	new
	
Tesla	Roadster.	We	plan	to	continue	leveraging	developments	in	our	proprietary	Full	Self-Driving	(“FSD”),	battery	cell	and	other	technologies.
Energy	Generation	and	Storage
Energy	Storage	Products
Powerwall	and	Megapack	are	our	lithium-ion	battery	energy	storage	products.	Powerwall	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


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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.
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.
4


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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	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	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.


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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	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.
We	are	also	applying	our	artificial	intelligence	learnings	from	self-driving	technology	to	the	field	of	robotics.	For	example,	in	2022	we	previewed
	
Optimus,	a	robotic	humanoid	which	is	controlled	by	the	same	AI	system.
	
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


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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.
5


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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
	
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


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Sales	and	Marketing
Historically,	we	have	been	able	to	generate	significant	media	coverage	of	our	company	and	our	products,	and	we	believe	we	will	continue	to	do
	
so.	Such	media	coverage	and	word	of	mouth	are	the	current	primary	drivers	of	our	sales	leads	and	have	helped	us	achieve	sales	without	traditional
	
advertising	and	at	relatively	low	marketing	costs.
	
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,	maintain
	
and	strengthen	the	Tesla	brand	and	obtain	rapid	customer	feedback.
	
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.
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.


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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.
	
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.
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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	remotely	at	customers’	homes	or	other	locations.	Performing	vehicle	service	ourselves	allows	us	to	identify	problems	and	implement	solutions	and
	
improvements	faster,	and	optimize	logistics	and	inventory	better,	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,	which	may	include	separate	limited	warranties	on


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certain	components,	specific	types	of	damage	or	battery	capacity	retention.	We	also	currently	offer	extended	service	plans	that	provide	coverage
	
beyond	the	new	vehicle	limited	warranties	for	certain	models	in	specified	regions.
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	repurchase	the	subject	vehicles	at	pre-determined	values.
	
Insurance


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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
	
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.
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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	US	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.	Generally,	we	continue	to	expand	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


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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.
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.


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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
	
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	financial	statements
	
included	elsewhere	in	this	Annual	Report	on	Form	10-K.
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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
	
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	financial	statements	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


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currently	scheduled	to	phase-out	starting	in	2032	or	later.
	
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	2023	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


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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.
	
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.	Additionally,	the	European	Union	established	new	rules	regarding	additional	compliance	oversight	that	commenced	in
	
2020.
Self-Driving	Vehicles


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2020.
Self-Driving	Vehicles
Generally,	laws	pertaining	to	self-driving	vehicles	are	evolving	globally,	and	in	some	cases	may	create	restrictions	on	features	that	we	develop.
	
While	there	are	currently	no	federal	U.S.	regulations	pertaining	specifically	to	self-driving	vehicles	or	self-driving	equipment,	NHTSA	has	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.
	
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In	markets	that	follow	the	regulations	of	the	United	Nations	Economic	Commission	for	Europe,	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	those
	
in	the	U.S.	and	Europe,	which	may	further	increase	the	legal	complexity	of	self-driving	vehicles	and	limit	or	prevent	certain	features.
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


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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.
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


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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	we	introduce
	
additional	vehicles	in	a	broader	cross-section	of	the	passenger	and	commercial	vehicle	market	and	expand	our	vehicles’	capabilities.
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We	believe	that	our	vehicles	compete	in	the	market	based	on	both	their	traditional	segment	classification	as	well	as	their	propulsion	technology.
	
For	example,	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.
	
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


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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.
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


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patents,	trademarks,	copyrights,	trade	secrets	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	within	our	products	and	technologies	in	the	electric	vehicle	market	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
	
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


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sustainability	of	operations	outside	of	our	direct	control,	including	reducing	the	carbon	footprint	of	our	supply	chain.
	
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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.
	
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
	
Our	greatest	asset	is	our	people	and	we	continue	to	attract	the	best	and	brightest	with	our	competitive	pay	and	benefits	package	which	starts


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with	ownership.	We	offer	employees	the	opportunity	to	receive	equity	during	their	employment	and	share	in	the	success	of	Tesla.	As	of	December	31,
	
2022,	our	full-time	count	for	our	and	our	subsidiaries’	employees	worldwide	was	127,855,	a	29,000	year	over	year	increase.
We	are	committed	to	providing	a	workplace	where	our	employees	feel	respected	and	appreciated.	Human	Resource	(“HR”)	Partners	for	each
	
functional	area	are	introduced	in	new	hire	orientation	so	employees	know	whom	to	contact	with	questions	or	concerns.	HR	Partners	are	visible
	
throughout	facilities	and	are	actively	involved	in	driving	culture	and	engagement	alongside	business	leaders.
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.
To	ensure	this,	anti-harassment	training	is	conducted	on	day	one	of	new	hire	orientation	for	all	employees.	In	addition,	we	run	various	leadership
	
development	programs	throughout	the	year	aimed	at	enhancing	leaders’	skills,	and	in	particular,	helping	them	to	understand	how	to	appropriately
	
respond	to	employee	concerns.
Through	our	
See	Something,	Say	Something


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Through	our	
See	Something,	Say	Something
	program,	employees	are	encouraged	to	speak	up	both	in	regard	to	misconduct	and	safety	concerns.
	
They	can	do	so	by	contacting	the	integrity	line,	submitting	concerns	through	our	Take	Charge	process,	or	notifying	their	HR	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	we	implemented	HR	Answer	Bars	in	the	factories	where	employees	can	easily	access	and	speak	with	an
	
HR	representative	immediately	regarding	career	advice,	benefits	or	any	concerns	the	employee	may	have.	We	have	also	implemented	an	HR	Chatbot	for
	
24x7	answers	to	team	members’	questions.
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To	continue	innovating	and	changing	the	world	for	the	better,	we	must	ensure	we	have	a	talented	and	engaged	workforce	with	ample
	
opportunity	to	contribute	to	our	mission	and	grow	professionally.	We	are	focused	on	intentionally	creating	pathways	to	career	opportunities	across
	
Tesla	through	strategic	initiatives	such	as:
•
Internships	and	Apprenticeships	
-	Over	3,000	university	and	community	college	students	from	around	the	world	are	hired	into
	
internship	and	apprenticeship	opportunities	at	Tesla	annually.	We	recruit	from	over	100	collegiate	institutions	and	diverse	student
	
organizations,	attracting	top	talent	passionate	about	accelerating	the	world’s	transition	to	sustainable	energy.
	
•
Tesla	START	
-	Tesla	START	is	an	intensive	training	program	providing	individuals	with	the	skills	necessary	for	a	successful	technician
	
role	at	Tesla.	We	partner	with	13	colleges	across	the	country	to	integrate	Tesla	START	into	automotive,	collision	and	manufacturing
	
curriculums	to	provide	individuals	with	a	smooth	transition	from	college	to	full-time	employment.	In	2022,	we	had	over	200	graduates
	
from	Tesla	START	programs,	with	an	additional	100+	graduating	in	the	coming	weeks	from	our	winter	classes.
•
High	School	Graduate	Pathways	-	
Tesla's	Manufacturing	Development	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	144
	
graduates	through	this	program	in	2022,	and	
our	goal	in	2023	is	to	grow	this	program	2.5X	to	over	360	students	annually	across	our


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Fremont	Factory,	Gigafactory	Nevada,	Gigafactory	Texas,	and	Gigafactory	New	York.
At	Tesla,	our	employees	show	up	passionate	about	making	a	difference	in	the	world	and	for	each	other.	With	a	majority-minority	workforce,
	
empowering	our	employee	resource	groups	to	take	charge	in	driving	initiatives	that	attract,	develop	and	retain	our	passionate	workforce	is	vital	to	our
	
continued	success.
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	is	not	incorporated	by	reference	into	this	Annual	Report	on	Form	10-K.
	
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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	be	impacted	by	macroeconomic	conditions	resulting	from	the	global	COVID-19	pandemic.
Since	the	first	quarter	of	2020,	there	has	been	a	worldwide	impact	from	the	COVID-19	pandemic.	Government	regulations	and	shifting	social
	
behaviors	have,	at	times,	limited	or	closed	non-essential	transportation,	government	functions,	business	activities	and	person-to-person	interactions.
	
Global	trade	conditions	and	consumer	trends	that	originated	during	the	pandemic	continue	to	persist	and	may	also	have	long-lasting	adverse	impact	on
	
us	and	our	industries	independently	of	the	progress	of	the	pandemic.
	
For	example,	pandemic-related	issues	have	exacerbated	port	congestion	and	intermittent	supplier	shutdowns	and	delays,	resulting	in	additional
	
expenses	to	expedite	delivery	of	critical	parts.	Similarly,	increased	demand	for	personal	electronics	has	created	a	shortfall	of	semiconductors,	which	has
	
caused	challenges	in	our	supply	chain	and	production.	In	addition,	labor	shortages	resulting	from	the	pandemic,	including	worker	absenteeism,	has	led


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to	increased	difficulty	in	hiring	and	retaining	manufacturing	and	service	workers,	as	well	as	increased	labor	costs	and	supplier	delays.	Sustaining	our
	
production	trajectory	will	require	the	ongoing	readiness	and	solvency	of	our	suppliers	and	vendors,	a	stable	and	motivated	production	workforce	and
	
government	cooperation,	including	for	travel	and	visa	allowances.	The	contingencies	inherent	in	the	ramp	at	new	facilities	such	as	Gigafactory	Berlin-
Brandenburg	and	Gigafactory	Texas	may	be	exacerbated	by	these	challenges.	Additionally,	infection	rates	and	regulations	continue	to	fluctuate	in
	
various	regions,	which	may	impact	operations.	For	example,	in	2022,	spikes	in	COVID-19	cases	in	Shanghai	resulted	in	the	temporary	shutdown	of
	
Gigafactory	Shanghai,	as	well	as	parts	of	our	supply	chain,	and	impacted	our	ability	to	deliver	cars.
	
We	cannot	predict	the	duration	or	direction	of	current	global	trends	or	their	sustained	impact.	Ultimately,	we	continue	to	monitor
	
macroeconomic	conditions	to	remain	flexible	and	to	optimize	and	evolve	our	business	as	appropriate,	and	attempt	to	accurately	project	demand	and
	
infrastructure	requirements	globally	and	deploy	our	production,	workforce	and	other	resources	accordingly.	Lastly,	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


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required	to	or	choose	to	suspend	such	operations	again,	our	business,	prospects,	financial	condition	and	operating	results	may	be	harmed.
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
	
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addition,	we	may	introduce	in	the	future	new	or	unique	manufacturing	processes	and	design	features	for	our	products.	There	is	no	guarantee	that	we
	
will	be	able	to	successfully	and	timely	introduce	and	scale	such	processes	or	features.
	
In	particular,	our	future	business	depends	in	large	part	on	increasing	the	production	of	mass-market	vehicles	including	Model	3	and	Model	Y.	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.	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	Model	3	and	Model	Y	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


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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	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	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	has	been	reported	since	early	2021	and	has	caused	challenges
	
in	the	manufacturing	industry	and	impacted	our	supply	chain	and	production.	In	addition,	a	spike	in	COVID-19	cases	in	Shanghai	in	early	2022	led	to


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temporary	manufacturing	shutdowns	of	certain	of	our	suppliers.	We	have	used	alternative	parts	and	programmed	software	to	mitigate	certain
	
challenges	caused	by	these	shortages,	but	there	is	no	guarantee	we	may	be	able	to	continually	do	so	as	we	scale	production	to	meet	our	growth	targets.
	
Additionally,	if	our	suppliers	do	not	accurately	forecast	and	effectively	allocate	production	or	if	they	are	not	willing	to	allocate	sufficient	production	to
	
us,	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	expansion	and	our	ability	to	fulfill	our	obligations	under	customer	contracts.	Moreover,
	
significant	increases	in	our	production,	such	as	for	Model	3	and	Model	Y,	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,	or	to	do	so	may	cost	us	more,	which	may	require	us	to	replace	them	with	other
	
sources.	Finally,	we	have	limited	vehicle	manufacturing	experience	outside	of	the	Fremont	Factory	and	Gigafactory	Shanghai	and	we	may	experience
	
issues	increasing	the	level	of	localized	procurement	at	Gigafactory	Berlin-Brandenburg	and	Gigafactory	Texas.	While	we	believe	that	we	will	be	able	to


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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	light	of	the	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
	
component	purchases	to	our	actual	needs	or	successfully	implement	automation,	inventory
	
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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	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


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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	with	Model	3	and	Model	Y	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	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


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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	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


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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	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.


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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
	
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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	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


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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.
	
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,	such	as	wide	fluctuations	in	crude	oil	prices	during	2020;
	
•
government	regulations	and	economic	incentives	and	conditions;	and
•


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•
concerns	about	our	future	viability.
Finally,	the	target	demographics	for	our	vehicles,	particularly	Model	3	and	Model	Y,	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	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.	For	example,	Model	3	and
	
Model	Y	face	competition	from	existing	and	future	automobile	manufacturers	in	the	extremely	competitive	entry-level	premium	sedan	and	compact	SUV
	
markets.	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.	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


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reductions,	revenue	shortfalls,	loss	of	customers	and	loss	of	market	share,	which	may	harm	our	business,	financial	condition	and	operating	results.
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.
	
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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.	In	the	past,	some	of	the	manufacturing	lines	for	certain	product
	
components	took	longer	than	anticipated	to	ramp	to	their	full	capacity,	and	additional	bottlenecks	may	arise	in	the	future	as	we	continue	to	increase	the
	
production	rate	and	introduce	new	lines.	In	addition,	as	the	IRA	provides	new	incentives	for	domestic	energy	production	and	manufacturing,	we	may
	
face	increasing	competition	from	other	automobile	manufacturers	as	well	as	suppliers	for	the	resources	and	capacity	to	build	additional	factories	and
	
expand	our	operations	domestically.	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


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our	various	facilities.	Any	mishandling	of	these	products	may	cause	disruption	to	the	operation	of	such	facilities.	While	we	have	implemented	safety
	
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.	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	that	cause	them	not	to	perform	as	expected	or	that	require	repair,	or	certain	features	of
	
our	vehicles	such	as	new	Autopilot	or	FSD	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,
	
product	liability,	breach	of	warranty	and	consumer	protection	claims	and	significant	warranty	and	other	expenses.	There	is	no	guarantee	that	any
	
incremental	changes	in	the	specific	equipment	we	deploy	in	our	vehicles	over	time	will	not	result	in	initial	functional	disparities	from	prior	iterations	or
	
will	perform	as	expected	in	the	timeframe	we	anticipate,	or	at	all.
Our	products	are	also	highly	dependent	on	software,	which	is	inherently	complex	and	may	contain	latent	defects	or	errors	or	be	subject	to
	
external	attacks.	Issues	experienced	by	our	customers	have	included	those	related	to	taillights,	seat	belt	chimes	and	display	screens	in	certain	Tesla
	
models.	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.	While	we	have	performed,	and	continue	to	perform,	extensive	internal	testing	on	our


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products	and	features,	we	currently	have	a	limited	frame	of	reference	by	which	to	evaluate	their	long-term	quality,	reliability,	durability	and
	
performance	characteristics.	There	can	be	no	assurance	that	we	will	be	able	to	detect	and	fix	any	defects	in	our	products	prior	to	their	sale	to	or
	
installation	for	customers.
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
	
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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	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


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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
	
well-publicized	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


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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’
	
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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greater	levels	of	residual	risk.
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.
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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	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,
	
2022,	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


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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,	in	particular	our	production	ramp	of	the	Solar	Roof	or	other	components.	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
	
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


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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.	Moreover,	we	may	be	impacted	by
	
perceptions	relating	to	reductions	in	force	that	we	have	conducted	in	the	past	in	order	to	optimize	our	organizational	structure	and	reduce	costs	and	the
	
departure	of	certain	senior	personnel	for	various	reasons.	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	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.
We	are	highly	dependent	on	the	services	of	Elon	Musk,	Technoking	of	Tesla	and	our	Chief	Executive	Officer.


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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,	Chief	Executive	Officer	of	Twitter,	Inc.,	a	social	media	company,	and	is	involved	in	other	emerging	technology	ventures.
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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-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


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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
	
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.


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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,
	
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.
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


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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	the	subject	of	such	reports	in	the	past.
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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.	In	September	2019,	an	administrative	law	judge	issued	a	recommended	decision	for	Tesla	on	certain	issues	and	against	us	on	certain
	
others.	In	March	2021,	the	NLRB	adopted	a	portion	of	the	recommendation	and	overturned	others.	Tesla	appealed	the	decision	to	the	United	States
	
Circuit	Court	for	the	Fifth	Circuit,	which	is	currently	pending.	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,


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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.
	
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	defect	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.


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We	provide	a	manufacturer’s	warranty	on	all	new	and	used	Tesla	vehicles	we	sell.	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	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.
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


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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.
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Our	debt	agreements	contain	covenant	restrictions	that	may	limit	our	ability	to	operate	our	business.
	
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	comply	with	a	fixed	charge	coverage	ratio.	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


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our	current	or	future	products,	to	pay	any	significant	unplanned	or	accelerated	expenses	or	for	new	significant	strategic	investments,	or	to	refinance
	
our	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.


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additional	indebtedness.
As	of	December	31,	2022,	we	and	our	subsidiaries	had	outstanding	$2.06	billion	in	aggregate	principal	amount	of	indebtedness	(see	Note	11,
	
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.
	
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


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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.
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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
	
and	localized	subsidiary	debt	denominated	in	currencies	other	than	the	U.S.	dollar,	currently	primarily	the	Chinese	yuan,	euro,	pound	sterling	and
	
Norwegian	krone.	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,	including	the	Chinese	yuan	and	Japanese	yen.
	
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.	Moreover,	while	we	undertake
	
limited	hedging	activities	intended	to	offset	the	impact	of	currency	translation	exposure,	it	is	impossible	to	predict	or	eliminate	such	impact.	As	a	result,
	
our	operating	results	may	be	harmed.
We	may	need	to	defend	ourselves	against	intellectual	property	infringement	claims,	which	may	be	time-consuming	and	expensive.
	
Our	competitors	or	other	third	parties	may	hold	or	obtain	patents,	copyrights,	trademarks	or	other	proprietary	rights	that	could	prevent,	limit	or


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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.	While	we	endeavor	to	obtain	and	protect	the	intellectual	property	rights	that	we	expect	will	allow	us	to	retain	or	advance	our
	
strategic	initiatives,	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	our	competitors.	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.	In	addition,	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


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and/or	license	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.
	
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


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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
	
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.
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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	or	exhausted	from	time	to	time.	For	example,	previously	available	incentives	favoring
	
electric	vehicles	in	areas	including	Ontario,	Canada,	Netherlands,	Italy,	Hong	Kong	and	California	have	expired	or	were	cancelled	or	temporarily
	
unavailable,	and	in	some	cases	were	not	eventually	replaced	or	reinstituted,	which	may	have	negatively	impacted	sales.	Certain	government	and
	
economic	incentives,	similar	to	the	IRA,	may	also	be	implemented	that	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.	However,	these	incentives	may	expire	when	the	allocated	funding	is	exhausted,	reduced	or	terminated	as	renewable	energy	adoption


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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
	
upon	our	operations	or	products.


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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	increased	our	employee	headcount
	
and	operations,	we	are	and	may	continue	to	be	subject	to	increased	scrutiny,	including	litigation	and	government	investigations	relating	to	allegations
	
such	as	discrimination	and	workplace	misconduct,	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


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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,	registration	and	operation	of	Autopilot	and	FSD	Capability,	and	future	capability,	including	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
	
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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
	
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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.
	
Any	failure	by	us	or	our	vendor	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


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from	and	defense	by	us.	In	addition,	certain	emerging	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,	and	has	created	new
	
compliance	obligations	and	significantly	increased	fines	for	noncompliance.	Similarly,	the	California	Consumer	Privacy	Act	imposes	certain	legal
	
obligations	on	our	use	and	processing	of	personal	information	related	to	California	residents.	Finally,	new	privacy	and	cybersecurity	laws	have	come
	
into	effect	in	China.	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	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


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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	customers’	personal	information.	A	major	breach	of	our	network	security	and	systems	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	and	subpoenas,	and	if	instituted,	in	defending	against	any	governmental	proceedings.
For	example,	on	October	16,	2018,	the	U.S.	District	Court	for	the	Southern	District	of	New	York	entered	a	final	judgment	approving	the	terms	of


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a	settlement	filed	with	the	Court	on	September	29,	2018,	in	connection	with	the	actions	taken	by	the	SEC	relating	to	Mr.	Musk’s	statement	on	August	7,
	
2018	that	he	was	considering	taking	Tesla	private.	Pursuant	to	the	settlement,	we,	among	other	things,	paid	a	civil	penalty	of	$20	million,	appointed	an
	
independent	director	as	the	chair	of	our	board	of	directors,	appointed	two	additional	independent	directors	to	our	board	of	directors	and	made	further
	
enhancements	to	our	disclosure	controls	and	other	corporate	governance-related	matters.	On	April	26,	2019,	this	settlement	was	amended	to	clarify
	
certain	of	the	previously-agreed	disclosure	procedures,	which	was	subsequently	approved	by	the	Court.	All	other	terms	of	the	prior	settlement	were
	
reaffirmed	without	modification.	Although	we	intend	to	continue	to	comply	with	the	terms	and	requirements	of	the	settlement,	if	there	is	a	lack	of
	
compliance	or	an	alleged	lack	of	compliance,	additional	enforcement	actions	or	other	legal	proceedings	may	be	instituted	against	us.
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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	$384.29	per
	
share	and	a	low	of	$101.81	per	share,	as	adjusted	to	give	effect	to	the	three-for-one	stock	split	in	the	form	of	a	stock	dividend	in	August	2022	(the	“2022
	
Stock	Split”).	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


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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	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.
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


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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	may	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	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.
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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	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


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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.
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ITEM	1B.	
UNRESOLVED	STAFF	COMMENTS
None.
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	primarily	lease	such
	
facilities	with	the	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
	
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


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,	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.
The	German	Umweltbundesamt	issued	our	subsidiary	in	Germany	a	notice	and	fine	in	the	amount	of	12	million	euro	alleging	its	non-compliance
	
under	applicable	laws	relating	to	market	participation	notifications	and	take-back	obligations	with	respect	to	end-of-life	battery	products	required
	
thereunder.	In	response	to	Tesla’s	objection,	the	German	Umweltbundesamt	issued	Tesla	a	revised	fine	notice	dated	April	29,	2021	in	which	it	reduced
	
the	original	fine	amount	to	1.45	million	euro.	This	is	primarily	relating	to	administrative	requirements,	but	Tesla	has	continued	to	take	back	battery
	
packs,	and	filed	a	new	objection	in	June	2021.	A	hearing	took	place	on	November	24,	2022,	and	the	parties	reached	a	settlement	which	resulted	in	a
	
further	reduction	of	the	fine	to	600,000	euro.	Both	parties	have	waived	their	right	to	appeal.
	
District	attorneys	in	certain	California	counties	are	conducting	an	investigation	into	Tesla’s	waste	segregation	practices	pursuant	to	Cal.	Health


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&	Saf.	Code	section	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.	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	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	25,	2023,	there	were	8,686	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


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“Exchange	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,	2018	through	December	31,	2022,	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,	2018	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	2021-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	2021,
	
which	was	filed	with	the	Securities	and	Exchange	Commission	on	February	7,	2022.
Overview	and	2022	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,	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	2022,	we	produced	1,369,611	consumer	vehicles	and	delivered	1,313,851	consumer	vehicles,	despite	ongoing	supply	chain	and	logistics
	
challenges	and	factory	shutdowns.	We	are	currently	focused	on	increasing	vehicle	production,	capacity	and	delivery	capabilities,	improving	and


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developing	battery	technologies,	improving	our	FSD	capabilities,	increasing	the	affordability	and	efficiency	of	our	vehicles,	bringing	new	products	to
	
market	and	expanding	our	global	infrastructure.
In	2022,	we	deployed	6.5	GWh	of	energy	storage	products	and	348	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	and	new
	
build	solar	energy	systems.
In	2022,	we	recognized	total	revenues	of	$81.46	billion,	respectively,	representing	an	increase	of	$27.64	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	further	revenue	growth.
In	2022,	our	net	income	attributable	to	common	stockholders	was	$12.56	billion,	representing	a	favorable	change	of	$7.04	billion,	compared	to
	
the	prior	year.	We	continue	to	focus	on	improving	our	profitability	through	production	and	operational	efficiencies.
We	ended	2022	with	$22.19	billion	in	cash	and	cash	equivalents	and	investments,	representing	an	increase	of	$4.48	billion	from	the	end	of	2021.
	
Our	cash	flows	provided	by	operating	activities	during	2022	and	2021	were	$14.72	billion	and	$11.50	billion,	respectively,	representing	an	increase	of


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$3.23	billion.	Capital	expenditures	amounted	to	$7.16	billion	during	2022,	compared	to	$6.48	billion	during	2021.	Sustained	growth	has	allowed	our
	
business	to	generally	fund	itself,	and	we	will	continue	investing	in	a	number	of	capital-intensive	projects	in	upcoming	periods.
Management	Opportunities,	Challenges	and	Uncertainties	and	2023	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
		
Tooling
	
Gigafactory	Nevada
		
Tesla	Semi
		
Pilot	production
TBD
		
Tesla	Roadster
		
In	development
TBD
	
Robotaxi	&	Others
	
In	development
	
	
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We	are	focused	on	growing	our	manufacturing	capacity,	which	includes	ramping	all	of	our	production	vehicles	to	their	installed	production
	
capacities	as	well	as	increasing	production	rate,	efficiency	and	capacity	at	our	current	factories.	The	next	phase	of	production	growth	will	depend	on
	
the	ramp	at	Gigafactory	Berlin-Brandenburg	and	Gigafactory	Texas,	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.
	
However,	these	plans	are	subject	to	uncertainties	inherent	in	establishing	and	ramping	manufacturing	operations,	which	may	be	exacerbated	by
	
the	new	product	and	manufacturing	technologies	we	are	introducing,	the	number	of	concurrent	international	projects,	any	industry-wide	component
	
constraints,	labor	shortages	and	any	future	impact	from	events	outside	of	our	control	such	as	the	COVID-19	pandemic.	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	and	Sales
Our	cost	reduction	efforts,	cost	innovation	strategies,	and	additional	localized	procurement	and	manufacturing	are	key	to	our	vehicles’
	
affordability,	and	for	example,	have	allowed	us	to	competitively	price	our	vehicles	in	China.	We	will	also	continue	to	generate	demand	and	brand


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awareness	by	improving	our	vehicles’	performance	and	functionality,	including	through	products	based	on	artificial	intelligence	such	as	Autopilot	and
	
FSD,	and	other	software	features,	and	delivering	new	vehicles,	such	as	the	Tesla	Semi	in	December	2022.	Moreover,	we	expect	to	continue	to	benefit
	
from	ongoing	electrification	of	the	automotive	sector	and	increasing	environmental	awareness.
	
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,	increases	in	interest	rates	and	any	future	global	impact
	
from	the	COVID-19	pandemic.	For	example,	in	the	earlier	part	of	2022,	the	automotive	industry	in	general	experienced	part	shortages	and	supplier
	
disruptions	which	impacted	production	leading	to	a	general	increase	in	vehicle	pricing.	As	the	year	progressed,	inflationary	pressures	increased	across
	
the	markets	in	which	we	operate.	In	an	effort	to	curb	this	trend,	central	banks	in	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


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momentum.	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	we	will	continue	to	adjust	accordingly	to	such	developments.
Automotive—Deliveries	and	Customer	Infrastructure
	
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.	Beginning	the	second	half	of	2022,	due	to	continuing	challenges	caused	by	vehicle	transportation	capacity	during	peak	delivery
	
periods,	we	began	transitioning	to	a	more	even	regional	mix	of	vehicle	builds	each	week,	which	led	to	an	increase	in	cars	in	transit	at	the	end	of	the
	
year.	Increasing	the	exports	of	vehicles	manufactured	at	Gigafactory	Shanghai	has	also	been	effective	in	mitigating	the	strain	on	our	deliveries	in
	
markets	outside	of	the	United	States,	and	we	expect	to	benefit	further	from	situating	additional	factories	closer	to	local	markets,	including	the
	
production	launch	at	Gigafactory	Berlin-Brandenburg	and	Gigafactory	Austin.	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,	we	remain	focused	on	increasing	the	capability	and
	
efficiency	of	our	servicing	operations.
Energy	Generation	and	Storage	Demand,	Production	and	Deployment


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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.	For	Megapack,	energy	storage	deployments	can	vary	meaningfully	quarter	to	quarter
	
depending	on	the	timing	of	specific	project	milestones.	For	Powerwall,	better	availability	and	growing	grid	stability	concerns	drive	higher	customer
	
interest.	We	remain	committed	to	growing	our	retrofit	solar	energy	business	by	offering	a	low-cost	and	simplified	online	ordering	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	hire	additional	personnel,	particularly	skilled	electricians,	to	support	the
	
ramp	of	Solar	Roof.
	
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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,	ramping
	
manufacturing	facilities	on	three	continents	and	piloting	the	development	and	manufacture	of	new	battery	cell	technologies,	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
	
be	between	$6.00	to	$8.00	billion	in	2023	and	between	$7.00	to	$9.00	billion	in	each	of	the	following	two	fiscal	years.
Our	business	has	recently	been	consistently	generating	cash	flow	from	operations	in	excess	of	our	level	of	capital	spend,	and	with	better	working
	
capital	management	resulting	in	shorter	days	sales	outstanding	than	days	payable	outstanding,	our	sales	growth	is	also	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


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provide	financing	options	to	our	customers.	On	the	other	hand,	we	are	likely	to	see	heightened	levels	of	capital	expenditures	during	certain	periods
	
depending	on	the	specific	pace	of	our	capital-intensive	projects	and	rising	material	prices	and	increasing	supply	chain	and	labor	expenses	resulting
	
from	changes	in	global	trade	conditions	and	labor	availability	associated	with	the	COVID-19	pandemic.	Overall,	we	expect	our	ability	to	be	self-funding
	
to	continue	as	long	as	macroeconomic	factors	support	current	trends	in	our	sales.
Operating	Expense	Trends
	
As	long	as	we	see	expanding	sales,	and	excluding	the	potential	impact	of	macroeconomic	conditions	including	increased	labor	costs	and
	
impairment	charges	on	certain	assets	as	explained	below,	we	generally	expect	operating	expenses	relative	to	revenues	to	decrease	as	we	continue	to
	
increase	operational	efficiency	and	process	automation.	We	expect	operating	expenses	to	continue	to	grow	in	2023	as	we	are	expanding	our	operations
	
globally.
In	the	first	quarter	of	2021,	we	invested	an	aggregate	$1.50	billion	in	bitcoin.	As	with	any	investment	and	consistent	with	how	we	manage	fiat-
based	cash	and	cash-equivalent	accounts,	we	may	increase	or	decrease	our	holdings	of	digital	assets	at	any	time	based	on	the	needs	of	the	business	and
	
our	view	of	market	and	environmental	conditions.	Digital	assets	are	considered	indefinite-lived	intangible	assets	under	applicable	accounting	rules.
	
Accordingly,	any	decrease	in	their	fair	values	below	our	carrying	values	for	such	assets	at	any	time	subsequent	to	their	acquisition	will	require	us	to


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recognize	impairment	charges,	whereas	we	may	make	no	upward	revisions	for	any	market	price	increases	until	a	sale.	For	any	digital	assets	held	now
	
or	in	the	future,	these	charges	may	negatively	impact	our	profitability	in	the	periods	in	which	such	impairments	occur	even	if	the	overall	market	values
	
of	these	assets	increase.	For	example,	in	the	year	ended	December	31,	2022,	we	recorded	$204	million	of	impairment	losses	resulting	from	changes	to
	
the	carrying	value	of	our	bitcoin	and	gains	of	$64	million	on	certain	conversions	of	bitcoin	into	fiat	currency	by	us.
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	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.
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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	features,	internet	connectivity,	Supercharger	network	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	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,	legacy
	
programs	offering	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	is	recognized	when	functionality	is


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delivered	to	the	customer	and	the	portion	related	to	software	updates	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	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.
We	offer	resale	value	guarantees	or	similar	buy-back	terms	to	certain	international	customers	who	purchase	vehicles	and	who	finance	their
	
vehicles	through	one	of	our	specified	commercial	banking	partners.	Under	these	programs,	we	receive	full	payment	for	the	vehicle	sales	price	at	the
	
time	of	delivery	and	our	counterparty	has	the	option	of	selling	their	vehicle	back	to	us	during	the	guarantee	period,	which	currently	is	generally	at	the


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end	of	the	term	of	the	applicable	loan	or	financing	program,	for	a	pre-determined	resale	value.	We	account	for	such	automotive	sales	as	a	sale	with	a
	
right	of	return	when	we	do	not	believe	the	customer	has	a	significant	economic	incentive	to	exercise	the	resale	value	guarantee	provided	to	them	at
	
contract	inception.	The	process	to	determine	whether	there	is	a	significant	economic	incentive	includes	a	comparison	of	a	vehicle’s	estimated	market
	
value	at	the	time	the	option	is	exercisable	with	the	guaranteed	resale	value	to	determine	the	customer’s	economic	incentive	to	exercise.	On	a	quarterly
	
basis,	we	assess	the	estimated	market	values	of	vehicles	sold	with	resale	value	guarantees	to	determine	whether	there	have	been	changes	to	the
	
likelihood	of	future	product	returns.	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.
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.
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.


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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	given	our	relatively	short
	
history	of	sales,	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.	Warranty	expense	is	recorded	as	a	component	of	Cost	of	revenues	in	the	consolidated
	
statements	of	operations.	Due	to	the	magnitude	of	our	automotive	business,	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


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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	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.


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Income	Taxes
We	are	subject	to	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.	We	make	these	estimates	and
	
judgments	about	our	future	taxable	income	that	are	based	on	assumptions	that	are	consistent	with	our	future	plans.	Tax	laws,	regulations	and
	
administrative	practices	may	be	subject	to	change	due	to	economic	or	political	conditions	including	fundamental	changes	to	the	tax	laws	applicable	to
	
corporate	multinationals.	The	U.S.,	many	countries	in	the	European	Union	and	a	number	of	other	countries	are	actively	considering	changes	in	this
	
regard.	As	of	December	31,	2022,	we	had	recorded	a	full	valuation	allowance	on	our	net	U.S.	deferred	tax	assets	because	we	expect	that	it	is	more	likely
	
than	not	that	our	U.S.	deferred	tax	assets	will	not	be	realized.	Should	the	actual	amounts	differ	from	our	estimates,	the	amount	of	our	valuation
	
allowance	could	be	materially	impacted.
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


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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.	The	eventual	impact	on	our	income
	
tax	expense	depends	in	part	if	we	still	have	a	valuation	allowance	recorded	against	our	deferred	tax	assets	in	the	period	that	such	determination	is
	
made.
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Results	of	Operations
	
Revenues
	
	
	
Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
	
2021	vs.	2020	Change
	
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
	
$
	
	
%
	
Automotive	sales
	
$
67,210
	
	
$
44,125
	
	
$
24,604
	
	
$
23,085
	
	
	
52
%
	
$
19,521
	
	
	
79
%
Automotive	regulatory	credits
	
	
1,776
	
	
	
1,465
	
	
	
1,580
	
	
	
311
	
	
	
21
%
	
	
(115
)
	
	
(7
)%
Automotive	leasing
	
	
2,476
	
	
	
1,642
	
	
	
1,052
	
	
	
834
	
	
	
51
%
	
	
590
	
	
	
56
%
Total	automotive	revenues
	
	
71,462
	
	
	
47,232
	
	
	
27,236
	
	
	
24,230
	
	
	
51
%
	
	
19,996
	
	
	
73
%
Services	and	other
	
	
6,091
	
	
	
3,802
	
	
	
2,306
	
	
	
2,289
	
	
	
60
%
	
	
1,496
	
	
	
65
%
Total	automotive	&	services	and	other
			segment	revenue
	
	
77,553
	
	
	
51,034
	
	
	
29,542


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string_value:
51,034
	
	
	
29,542
	
	
	
26,519
	
	
	
52
%
	
	
21,492
	
	
	
73
%
Energy	generation	and	storage	segment	revenue
	
	
3,909
	
	
	
2,789
	
	
	
1,994
	
	
	
1,120
	
	
	
40
%
	
	
795
	
	
	
40
%
Total	revenues
	
$
81,462
	
	
$
53,823
	
	
$
31,536
	
	
$
27,639
	
	
	
51
%
	
$
22,287
	
	
	
71
%
	
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,	and	Model	Y
	
vehicles,	including	access	to	our	FSD	features,	internet	connectivity,	free	Supercharging	programs	and	over-the-air	software	updates.	These	deliveries
	
are	vehicles	that	are	not	subject	to	lease	accounting.
	
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


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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	non-warranty	after-sales	vehicle	services	and	parts,	paid	Supercharging,	sales	of	used	vehicles,	retail
	
merchandise	and	vehicle	insurance	revenue.
2022	compared	to	2021
Automotive	sales	revenue	increased	$23.09	billion,	or	52%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended	December	31,
	
2021,	primarily	due	to	an	increase	of	347,024	Model	3	and	Model	Y	deliveries,	and	an	increase	of	38,183	Model	S	and	Model	X	deliveries	year	over
	
year.	This	was	achieved	from	production	ramping	of	Model	Y	at	Gigafactory	Shanghai	and	the	Fremont	Factory	as	well	as	the	start	of	production	at
	
Gigafactory	Berlin-Brandenburg	and	Gigafactory	Texas	in	2022,	at	a	higher	combined	average	selling	price	from	a	higher	proportion	of	Model	Y	sales
	
despite	a	negative	impact	from	the	United	States	dollar	strengthening	against	other	foreign	currencies	in	2022	compared	to	the	prior	period.	There	was
	
also	an	increase	in	production	of	Model	S	and	Model	X	and	an	increase	in	the	combined	average	selling	price	of	Model	S	and	Model	X	with	a	higher
	
proportion	of	Model	X	sales,	compared	to	the	prior	period	as	deliveries	of	the	new	versions	of	Model	S	and	Model	X	began	ramping	in	the	second	and
	
fourth	quarters	of	2021,	respectively.	Further,	during	the	fourth	quarter	of	2022,	we	recognized	$324	million	in	revenue	related	to	the	general	FSD
	
feature	release	in	North	America.


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feature	release	in	North	America.
	
Automotive	regulatory	credits	revenue	increased	$311	million,	or	21%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021,	primarily	due	to	changes	in	regulation	which	entitled	us	to	additional	consideration	of	$288	million	in	revenue	in	the	first	quarter	of
	
2022	for	credits	sold	previously,	in	the	absence	of	which	we	had	only	an	immaterial	increase	in	automotive	regulatory	credits	revenue.
Automotive	leasing	revenue	increased	$834	million,	or	51%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended	December	31,
	
2021.	The	change	is	primarily	due	to	an	increase	in	activities	under	our	direct	operating	lease	program	as	well	as	an	increase	in	direct	sales-type
	
leasing	revenue.
Services	and	other	revenue	increased	$2.29	billion,	or	60%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended	December	31,
	
2021.	The	change	is	primarily	due	to	increase	in	used	vehicle	revenue	driven	by	increases	in	volume	and	average	selling	prices	of	used	Tesla	and	non-
Tesla	vehicles,	non-warranty	maintenance	services	revenue	as	our	fleet	continues	to	grow,	paid	Supercharging	revenue,	insurance	services	revenue	and
	
retail	merchandise	revenue.
37


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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.
2022	compared	to	2021
Energy	generation	and	storage	revenue	increased	$1.12	billion,	or	40%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021,	primarily	due	to	an	increase	in	energy	storage	deployments	of	Megapack,	Powerwall	and	higher	average	selling	price	of	Megapack,
	
as	well	as	on	solar	cash	and	loan	deployments	driven	by	price	increases	in	2022.
Cost	of	Revenues	and	Gross	Margin
	
	
	
Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
	
2021	vs.	2020	Change
	
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
	
$
	
	
%
	
Cost	of	revenues
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Automotive	sales
	
$
49,599
	
	
$
32,415
	
	
$
19,696
	
	
$
17,184
	
	
	
53
%
	
$
12,719
	
	
	
65
%
Automotive	leasing
	
	
1,509
	
	
	
978
	
	
	
563
	
	
	
531
	
	
	
54
%
	
	
415
	
	
	
74


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%
	
	
415
	
	
	
74
%
Total	automotive	cost	of	revenues
	
	
51,108
	
	
	
33,393
	
	
	
20,259
	
	
	
17,715
	
	
	
53
%
	
	
13,134
	
	
	
65
%
Services	and	other
	
	
5,880
	
	
	
3,906
	
	
	
2,671
	
	
	
1,974
	
	
	
51
%
	
	
1,235
	
	
	
46
%
Total	automotive	&	services	and	other	
			segment	cost	of	revenues
	
	
56,988
	
	
	
37,299
	
	
	
22,930
	
	
	
19,689
	
	
	
53
%
	
	
14,369
	
	
	
63
%
Energy	generation	and	storage	segment
	
	
3,621
	
	
	
2,918
	
	
	
1,976
	
	
	
703
	
	
	
24
%
	
	
942
	
	
	
48
%
Total	cost	of	revenues
	
$
60,609
	
	
$
40,217
	
	
$
24,906
	
	
$
20,392
	
	
	
51
%
	
$
15,311
	
	
	
61
%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Gross	profit	total	automotive
	
$
20,354
	
	
$
13,839
	
	
$
6,977
	
	
	
	
	
	
	
	
	
	
	
	
	
Gross	margin	total	automotive


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string_value:
Gross	margin	total	automotive
	
	
28.5
%
	
	
29.3
%
	
	
25.6
%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Gross	profit	total	automotive	&	services	and	other
			segment
	
$
20,565
	
	
$
13,735
	
	
$
6,612
	
	
	
	
	
	
	
	
	
	
	
	
	
Gross	margin	total	automotive	&	services	and	other
			segment
	
	
26.5
%
	
	
26.9
%
	
	
22.4
%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Gross	profit	energy	generation	and	storage	segment
	
$
288
	
	
$
(129
)
	
$
18
	
	
	
	
	
	
	
	
	
	
	
	
	
Gross	margin	energy	generation	and	storage	segment
	
	
7.4
%
	
	
(4.6
)%
	
	
0.9
%
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Total	gross	profit
	
$
20,853
	
	
$
13,606
	
	
$


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string_value:
$
13,606
	
	
$
6,630
	
	
	
	
	
	
	
	
	
	
	
	
	
Total	gross	margin
	
	
25.6
%
	
	
25.3
%
	
	
21.0
%
	
	
	
	
	
	
	
	
	
	
	
	
	
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,	allocations	of	electricity	and	infrastructure	costs	related	to	our	free
	
Supercharging	programs	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.
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.	Cost	of	automotive	leasing	revenue	also	includes	vehicle	connectivity	costs	and	allocations	of
	
electricity	and	infrastructure	costs	related	to	our	Supercharger	network	for	vehicles	under	our	leasing	programs.
Cost	of	services	and	other	revenue	includes	costs	associated	with	providing	non-warranty	after-sales	services	and	parts,	costs	of	paid
	
Supercharging,	cost	of	used	vehicles	including	refurbishment	costs,	costs	for	retail	merchandise,	and	costs	to	provide	vehicle	insurance.
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2022	compared	to	2021
Cost	of	automotive	sales	revenue	increased	$17.18	billion,	or	53%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021,	in	line	with	the	growth	in	revenue	year	over	year,	as	discussed	above.	The	average	combined	cost	per	unit	of	Model	3	and	Model	Y
	
increased	year	over	year	due	to	rising	raw	material,	logistics	and	warranty	costs.	There	were	also	idle	capacity	charges	of	$306	million	primarily	related
	
to	the	temporary	suspension	of	production	at	Gigafactory	Shanghai	as	well	as	the	ramping	up	of	production	in	Gigafactory	Texas	and	our	proprietary
	
battery	cells	manufacturing	during	the	year	ended	December	31,	2022.	We	had	also	incurred	costs	related	to	the	ramp	up	of	production	in	Gigafactory
	
Berlin-Brandenburg	during	the	year	ended	December	31,	2022.	These	increases	were	partially	offset	by	a	decrease	in	combined	average	Model	S	and
	
Model	X	costs	per	unit	driven	by	lower	average	cost	for	the	new	versions	from	ramping	up	production.	Further,	these	increases	in	costs	of	revenue	were
	
positively	impacted	by	the	United	States	dollar	strengthening	against	other	foreign	currencies	in	2022	compared	to	the	prior	period.
Cost	of	automotive	leasing	revenue	increased	$531	million,	or	54%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021,	primarily	due	to	an	increase	in	cumulative	vehicles	under	our	direct	operating	lease	program	and	an	increase	in	direct	sales-type


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leasing	cost	of	revenues	from	more	activities	in	the	current	year.
Cost	of	services	and	other	revenue	increased	$1.97	billion,	or	51%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021.	The	change	is	primarily	due	to	an	increase	in	used	vehicle	cost	of	revenue	driven	by	increases	in	volume	and	costs	of	used	Tesla
	
and	non-Tesla	vehicle	sales,	an	increase	in	non-warranty	maintenance	service	revenue,	and	an	increase	in	costs	of	paid	Supercharging,	insurance
	
services	and	retail	merchandise.
Gross	margin	for	total	automotive	decreased	from	29.3%	to	28.5%	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021.	This	was	driven	by	the	changes	in	automotive	sales	revenue	and	cost	of	automotive	sales	revenue,	partially	offset	by	an	increase	in
	
regulatory	credits	revenue,	as	discussed	earlier.
Gross	margin	for	total	automotive	&	services	and	other	segment	decreased	from	26.9%	to	26.5%	in	the	year	ended	December	31,	2022	as
	
compared	to	the	year	ended	December	31,	2021,	primarily	due	to	the	automotive	gross	margin	decrease	discussed	above,	partially	offset	by	an
	
improvement	in	our	services	and	other	gross	margin.	Additionally,	services	and	other	was	a	higher	percentage	of	the	segment	gross	margin	during	the
	
year	ended	2022	as	compared	to	the	prior	year.
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,


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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.	In	agreements	for	solar	energy	system	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.
2022	compared	to	2021
Cost	of	energy	generation	and	storage	revenue	increased	$703	million,	or	24%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year
	
ended	December	31,	2021,	primarily	due	to	increases	in	energy	storage	deployments	of	Megapack	and	Powerwall,	as	well	as	higher	average	cost	of
	
solar	cash	and	loan	deployments	due	to	increased	component	costs.
Gross	margin	for	energy	generation	and	storage	increased	from	-4.6%	to	7.4%	in	the	year	ended	December	31,	2022	as	compared	to	the	year
	
ended	December	31,	2021.	This	was	driven	by	the	growth	in	energy	generation	and	storage	revenue	and	cost	of	energy	generation	and	storage	revenue
	
as	discussed	above.	Additionally,	there	was	a	higher	proportion	of	energy	storage	sales,	which	operated	at	a	higher	gross	margin,	within	the	segment.
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Research	and	Development	Expense
	
	
	
Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
	
2021	vs.	2020	Change
	
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
	
$
	
	
%
	
Research	and	development
	
$
3,075
	
	
$
2,593
	
	
$
1,491
	
	
$
482
	
	
	
19
%
	
$
1,102
	
	
	
74
%
As	a	percentage	of	revenues
	
	
4
%
	
	
5
%
	
	
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	$482	million,	or	19%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended	December	31,	2021.	The
	
increase	was	primarily	due	to	a	$175	million	increase	in	employee	and	labor	related	expenses,	a	$132	million	increase	in	facilities,	outside	services,
	
freight	and	depreciation	expense,	a	$101	million	increase	in	R&D	expensed	materials	and	an	$87	million	increase	in	stock-based	compensation	expense.
	
These	increases	were	to	support	our	expanding	product	roadmap	and	technologies	including	our	proprietary	battery	cells.	Further,	there	were


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additional	R&D	expenses	in	the	first	quarter	of	2022	as	we	were	in	the	pre-production	phase	at	Gigafactory	Texas	and	started	production	at	Gigafactory
	
Berlin-Brandenburg	only	closer	to	the	end	of	the	first	quarter	of	2022.
R&D	expenses	as	a	percentage	of	revenue	decreased	from	5%	to	4%	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021.	Our	R&D	expenses	have	decreased	as	a	proportion	of	total	revenues	despite	expanding	product	roadmap	and	technologies.
Selling,	General	and	Administrative	Expense
	
	
	
Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
	
2021	vs.	2020	Change
	
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
	
$
	
	
%
	
Selling,	general	and	administrative
	
$
3,946
	
	
$
4,517
	
	
$
3,145
	
	
$
(571
)
	
	
(13
)%
	
$
1,372
	
	
	
44
%
As	a	percentage	of	revenues
	
	
5
%
	
	
8
%
	
	
10
%
	
	
	
	
	
	
	
	
	
	
	
	
	
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.


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settlements.
SG&A	expenses	decreased	$571	million,	or	13%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended	December	31,	2021.	This
	
is	primarily	due	to	a	decrease	of	$822	million	in	stock-based	compensation	expense,	most	of	which	is	attributable	to	the	lower	stock-based
	
compensation	expense	of	$844	million	on	the	2018	CEO	Performance	Award.	This	was	partially	offset	by	the	overall	growth	in	stock-based
	
compensation	due	to	increased	headcount.	See	Note	13,	
Equity	Incentive	Plans
,	to	the	consolidated	financial	statements	included	elsewhere	in	this
	
Annual	Report	on	Form	10-K.	There	was	also	a	decrease	of	$87	million	in	overall	employee	and	labor	related	expenses	driven	by	a	decrease	of	$340
	
million	of	additional	payroll	tax	due	to	our	CEO's	option	exercises	from	the	2012	CEO	Performance	Award	in	2021,	partially	offset	by	an	increase	in
	
other	employee	and	labor	costs	from	increased	headcount.	These	decreases	were	partially	offset	by	an	increase	of	$222	million	in	facilities-related
	
expenses,	and	an	increase	of	$117	million	in	professional	services,	sales	and	marketing	activities	and	other	costs.
SG&A	expenses	as	a	percentage	of	revenue	decreased	from	8%	to	5%	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021.	Our	SG&A	expenses	have	decreased	as	a	proportion	of	total	revenues	due	to	the	decrease	in	expenses	as	discussed	above,	in
	
addition	to	operational	efficiencies.
Restructuring	and	Other	Expense
	
	
	
Year	Ended	December	31,


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Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
2021	vs.	2020	Change
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
$
	
	
%
Restructuring	and	other
	
$
176
	
	
$
(27
)
	
$
—
	
	
$
203
	
	
Not
	
meaningful
	
$
(27
)
	
Not
	
meaningful
	
During	the	years	ended	December	31,	2022	and	2021,	we	recorded	$204	million	and	$101	million,	respectively,	of	impairment	losses	on	digital
	
assets,	respectively.	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.	See	Note	3,	
Digital	Assets,	Net
,	to	the	consolidated	financial	statements
	
included	elsewhere	in	this	Annual	Report	on	Form	10-K	for	further	details.	Additionally,	we	recorded	other	expenses	of	$36	million	during	the	second
	
quarter	of	the	year	ended	December	31,	2022,	related	to	employee	terminations.
40


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string_value:
Interest	Income
	
	
	
Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
	
2021	vs.	2020	Change
	
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
	
$
	
	
%
	
Interest	income
	
$
297
	
	
$
56
	
	
$
30
	
	
$
241
	
	
	
430
%
	
$
26
	
	
	
87
%
	
Interest	income	increased	$241	million,	or	430%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended	December	31,	2021.	This
	
increase	was	primarily	due	to	higher	interest	earned	on	our	cash	and	cash	equivalents	and	short-term	investments	during	the	year	ended	2022
	
compared	to	the	prior	period.	This	was	driven	by	an	increase	in	our	average	cash	and	cash	equivalents	and	short-term	investments	balance	and	rising
	
interest	rates.
Interest	Expense
	
	
	
Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
	
2021	vs.	2020	Change
	
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
	
$
	
	
%
	
Interest	expense
	
$
(191
)
	
$
(371
)
	
$
(748
)
	
$
180
	
	
	
(49
)%
	
$
377
	
	
	
(50
)%


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string_value:
377
	
	
	
(50
)%
	
Interest	expense	decreased	$180	million,	or	49%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended	December	31,	2021.	This
	
decrease	was	primarily	due	to	the	continued	reduction	in	our	overall	debt	balance	offset	by	lower	capitalized	interest.	See	Note	11,	
Debt
,	to	the
	
consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K	for	further	details.
Other	(Expense)	Income,	Net
	
	
	
Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
2021	vs.	2020	Change
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
$
	
	
%
Other	(expense)	income,	net
	
$
(43
)
	
$
135
	
	
$
(122
)
	
$
(178
)
	
Not
	
meaningful
	
$
257
	
	
Not
	
meaningful
	
Other	(expense)	income,	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	(expense)	income,	net,	changed	unfavorably	by	$178	million	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021.	The	change	is	primarily	due	to	fluctuations	in	foreign	currency	exchange	rates.
Provision	for	Income	Taxes


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Provision	for	Income	Taxes
	
	
	
Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
	
2021	vs.	2020	Change
	
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
	
$
	
	
%
	
Provision	for	income	taxes
	
$
1,132
	
	
$
699
	
	
$
292
	
	
$
433
	
	
	
62
%
	
$
407
	
	
	
139
%
Effective	tax	rate
	
	
8
%
	
	
11
%
	
	
25
%
	
	
	
	
	
	
	
	
	
	
	
	
	
Our	provision	for	income	taxes	increased	by	$433	million,	or	62%,	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended
	
December	31,	2021,	primarily	due	to	the	increase	in	our	pre-tax	income	year	over	year.
Our	effective	tax	rate	decreased	from	11%	to	8%	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended	December	31,	2021,
	
primarily	due	to	changes	in	mix	of	jurisdictional	earnings.
See	Note	14,	
Income	Taxes
,	to	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	on	Form	10-K	for	further	details.
Net	Income	Attributable	to	Noncontrolling	Interests	and	Redeemable	Noncontrolling	Interests
	
	
	
Year	Ended	December	31,
	
	
2022	vs.	2021	Change
	
	
2021	vs.	2020	Change


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string_value:
2021	vs.	2020	Change
	
(Dollars	in	millions)
	
2022
	
	
2021
	
	
2020
	
	
$
	
	
%
	
	
$
	
	
%
	
Net	income	attributable	to	noncontrolling	
			interests	and	redeemable	noncontrolling	interests	
			in	subsidiaries
	
$
31
	
	
$
125
	
	
$
141
	
	
$
(94
)
	
	
(75
)%
	
$
(16
)
	
	
(11
)%
	
41


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Net	income	attributable	to	noncontrolling	interests	and	redeemable	noncontrolling	interests	decreased	by	$94	million,	or	75%,	in	the	year	ended
	
December	31,	2022	as	compared	to	the	year	ended	December	31,	2021.	These	changes	were	due	to	a	decrease	in	allocations	to	financing	fund
	
investors.
Liquidity	and	Capital	Resources
We	expect	to	continue	to	generate	net	positive	operating	cash	flow	as	we	have	done	in	the	last	four	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	such	as	the	Fremont	Factory,	Gigafactory
	
Nevada,	Gigafactory	Shanghai	and	Gigafactory	New	York,	the	ramp	of	Gigafactory	Berlin-Brandenburg	and	Gigafactory	Texas	and	the	continued
	
expansion	of	our	retail	and	service	locations,	body	shops,	Mobile	Service	fleet,	Supercharger	network	and	energy	product	installation	capabilities.
	
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


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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,	2022,	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
	
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	Risks	and	2023	Outlook—Cash	Flow	and	Capital	Expenditure	Trends
	in	this	Annual


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in	this	Annual
	
Report	on	Form	10-K,	we	currently	expect	our	capital	expenditures	to	support	our	projects	globally	to	be	between	$6.00	to	$8.00	billion	in	2023	and
	
between	$7.00	to	$9.00	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).	We	also	have	an	operating	lease	arrangement	with	the
	
local	government	of	Shanghai	pursuant	to	which	we	are	required	to	spend	RMB	14.08	billion	in	capital	expenditures	at	Gigafactory	Shanghai	by	the	end
	
of	2023.	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,	2022,	we	and	our	subsidiaries	had	outstanding	$2.06	billion	in	aggregate	principal	amount	of	indebtedness,	of	which	$1.02
	
billion	is	scheduled	to	become	due	in	the	succeeding	12	months.	As	of	December	31,	2022,	our	total	minimum	lease	payments	was	$4.28	billion,	of


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which	$1.14	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.
	
42


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As	of	December	31,	2022,	we	had	$16.25	billion	and	$5.93	billion	of	cash	and	cash	equivalents	and	short-term	investments,	respectively.
	
Balances	held	in	foreign	currencies	had	a	U.S.	dollar	equivalent	of	$3.42	billion	and	consisted	primarily	of	Chinese	yuan,	euros	and	British	pounds.	In
	
addition,	we	had	$2.42	billion	of	unused	committed	amounts	under	our	credit	facilities	as	of	December	31,	2022,	which	included	$2.27	billion	under	our
	
Credit	Agreement	which	was	terminated	in	January	2023.	Certain	of	such	unused	committed	amounts	are	subject	to	satisfying	specified	conditions	prior
	
to	draw-down	(such	as	pledging	to	our	lenders	sufficient	amounts	of	qualified	receivables,	inventories,	leased	vehicles	and	our	interests	in	those	leases,
	
solar	energy	systems	and	the	associated	customer	contracts	or	various	other	assets).	In	January	2023,	we	entered	into	an	unsecured	revolving	credit
	
facility	providing	for	a	commitment	of	up	to	$5.0	billion.	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	and	other	investments,	to	do
	
more	vertical	integration,	expand	our	product	roadmap	and	provide	financing	options	to	our	customers.
Summary	of	Cash	Flows
	
	
	
Year	Ended	December	31,
	
(Dollars	in	millions)
	
2022


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string_value:
2022
	
	
2021
	
	
2020
	
Net	cash	provided	by	operating	activities
	
$
14,724
	
	
$
11,497
	
	
$
5,943
	
Net	cash	used	in	investing	activities
	
$
(11,973
)
	
$
(7,868
)
	
$
(3,132
)
Net	cash	(used	in)	provided	by	financing	activities
	
$
(3,527
)
	
$
(5,203
)
	
$
9,973
	
	
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.	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	increased	by	$3.23	billion	to	$14.72	billion	during	the	year	ended	December	31,	2022	from	$11.50
	
billion	during	the	year	ended	December	31,	2021.	This	increase	was	primarily	due	to	the	increase	in	net	income	excluding	non-cash	expenses,	gains	and


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losses	of	$7.65	billion,	offset	by	the	overall	increase	in	net	operating	assets	and	liabilities	of	$4.43	billion.
	
The	increase	in	our	net	operating	assets	and
	
liabilities	was	mainly	driven	by	a	larger	increase	of	inventory	in	the	year	ended	December	31,	2022	as	compared	to	the	year	ended	December	31,	2021,
	
partially	offset	by	a	larger	increase	of	accounts	payable	and	accrued	liabilities,	to	support	the	ramp	up	in	production	at	our	factories	and	larger
	
increases	in	other	non-current	assets	and	prepaid	expenses	and	other	current	assets.	Additionally,	the	increase	in	our	net	operating	assets	and	other
	
liabilities	was	partially	offset	by	a	larger	increase	in	other	long-term	liabilities	as	compared	to	the	prior	year.
Cash	Flows	from	Investing	Activities
Cash	flows	from	investing	activities	and	their	variability	across	each	period	related	primarily	to	capital	expenditures,	which	were	$7.16	billion	for
	
the	year	ended	December	31,	2022	and	$6.48	billion	for	the	year	ended	December	31,	2021,	mainly	for	the	expansions	of	Gigafactory	Texas,	the
	
Fremont	Factory,	Gigafactory	Berlin-Brandenburg,	and	Gigafactory	Shanghai.	We	also	purchased	$5.84	billion	of	investments	in	the	year	ended
	
December	31,	2022.	Additionally,	cash	inflows	related	to	sales	of	digital	assets	were	$936	million	in	the	year	ended	December	31,	2022,	and	net	cash
	
outflows	related	to	digital	assets	were	$1.23	billion	in	the	year	ended	December	31,	2021	from	purchases	of	digital	assets	for	$1.50	billion	offset	by


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proceeds	from	sales	of	digital	assets	of	$272	million.
Cash	Flows	from	Financing	Activities
Net	cash	used	in	financing	activities	decreased	by	$1.68	billion	to	$3.53	billion	during	the	year	ended	December	31,	2022	from	$5.20	billion
	
during	the	year	ended	December	31,	2021.	The	decrease	was	primarily	due	to	a	$1.92	billion	decrease	in	repayments	of	convertible	and	other	debt,	net
	
of	proceeds	from	issuances	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
,	to	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	on
	
Form	10-K.
	
43


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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,	operating
	
expenses	and	localized	subsidiary	debt	denominated	in	currencies	other	than	the	U.S.	dollar	(primarily	the	Chinese	yuan,	euro,	pound	sterling	and
	
Norwegian	krone	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	revenue	and	other	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


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have	had	on	our	net	income	before	income	taxes.	These	changes	would	have	resulted	in	a	gain	or	loss	of	$473	million	at	December	31,	2022	and	$277
	
million	at	December	31,	2021,	assuming	no	foreign	currency	hedging.
	
44


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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
)
		
	
46
Consolidated	Balance	Sheets
		
	
48
Consolidated	Statements	of	Operations
		
	
49
Consolidated	Statements	of	Comprehensive	Income
		
	
50
Consolidated	Statements	of	Redeemable	Noncontrolling	Interests	and	Equity
		
	
51
Consolidated	Statements	of	Cash	Flows
		
	
52
Notes	to	Consolidated	Financial	Statements
		
	
53
	
	
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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,	2022	and	2021,
	
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,	2022,	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,	2022,	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,	2022	and	2021,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2022	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,	2022,	based	on	criteria	established	in	Internal	Control	-	Integrated


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Framework	(2013)	issued	by	the	COSO.
	
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


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financial	statements,	whether	due	to	error	or	fraud,	and	performing	procedures	that	respond	to	those	risks.	Such	procedures	included	examining,	on	a
	
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.
	
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


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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.
	
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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	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	$3,505
	
million	as	of	December	31,	2022.	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


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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.
	
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


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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	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	30,	2023
	
We	have	served	as	the	Company’s	auditor	since	2005.
	
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Tesla,	Inc.
Consolidated	Balance	Sheets
(in	millions,	except	per	share	data)
		
	
	
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
Assets
	
	
	
	
	
	
Current	assets
	
	
	
	
	
	
Cash	and	cash	equivalents
	
$
16,253
	
	
$
17,576
	
Short-term	investments
	
	
5,932
	
	
	
131
	
Accounts	receivable,	net
	
	
2,952
	
	
	
1,913
	
Inventory
	
	
12,839
	
	
	
5,757
	
Prepaid	expenses	and	other	current	assets
	
	
2,941
	
	
	
1,723
	
Total	current	assets
	
	
40,917
	
	
	
27,100
	
Operating	lease	vehicles,	net
	
	
5,035
	
	
	
4,511
	
Solar	energy	systems,	net
	
	
5,489
	
	
	
5,765
	
Property,	plant	and	equipment,	net
	
	
23,548
	
	
	
18,884
	
Operating	lease	right-of-use	assets
	
	
2,563
	
	
	
2,016
	
Digital	assets,	net
	
	
184
	
	
	
1,260
	
Intangible	assets,	net
	
	
215
	
	
	
257
	
Goodwill
	
	
194
	
	
	
200
	
Other	non-current	assets
	
	
4,193
	
	
	
2,138
	
Total	assets
	
$
82,338
	
	
$
62,131
	
Liabilities
	
	
	
	
	
	
Current	liabilities


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Current	liabilities
	
	
	
	
	
	
Accounts	payable
	
$
15,255
	
	
$
10,025
	
Accrued	liabilities	and	other
	
	
7,142
	
	
	
5,719
	
Deferred	revenue
	
	
1,747
	
	
	
1,447
	
Customer	deposits
	
	
1,063
	
	
	
925
	
Current	portion	of	debt	and	finance	leases
	
	
1,502
	
	
	
1,589
	
Total	current	liabilities
	
	
26,709
	
	
	
19,705
	
Debt	and	finance	leases,	net	of	current	portion
	
	
1,597
	
	
	
5,245
	
Deferred	revenue,	net	of	current	portion
	
	
2,804
	
	
	
2,052
	
Other	long-term	liabilities
	
	
5,330
	
	
	
3,546
	
Total	liabilities
	
	
36,440
	
	
	
30,548
	
Commitments	and	contingencies
	(Note	15)
	
	
	
	
	
	
Redeemable	noncontrolling	interests	in	subsidiaries
	
	
409
	
	
	
568
	
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;	
				
3,164
	and	
3,100
	shares	issued	and	outstanding	as	of


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3,100
	shares	issued	and	outstanding	as	of	
				December	31,	2022	and	December	31,	2021,	respectively	(1)
	
	
3
	
	
	
3
	
Additional	paid-in	capital
	
	
32,177
	
	
	
29,803
	
Accumulated	other	comprehensive	(loss)	income
	
	
(
361
)
	
	
54
	
Retained	earnings	(1)
	
	
12,885
	
	
	
329
	
Total	stockholders’	equity
	
	
44,704
	
	
	
30,189
	
Noncontrolling	interests	in	subsidiaries
	
	
785
	
	
	
826
	
Total	liabilities	and	equity
	
$
82,338
	
	
$
62,131
	
	
(1)
Prior	period	results	have	been	adjusted	to	reflect	the	
three
-for-one	stock	split	effected	in	the	form	of	a	stock	dividend	in	August	2022
.	See	Note
	
1,	
Overview
,	for	details.
	
	
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,
	
	
	
2022
	
	
2021
	
	
2020
	
Revenues
	
	
	
	
	
	
	
	
	
Automotive	sales
	
$
67,210
	
	
$
44,125
	
	
$
24,604
	
Automotive	regulatory	credits
	
	
1,776
	
	
	
1,465
	
	
	
1,580
	
Automotive	leasing
	
	
2,476
	
	
	
1,642
	
	
	
1,052
	
Total	automotive	revenues
	
	
71,462
	
	
	
47,232
	
	
	
27,236
	
Energy	generation	and	storage
	
	
3,909
	
	
	
2,789
	
	
	
1,994
	
Services	and	other
	
	
6,091
	
	
	
3,802
	
	
	
2,306
	
Total	revenues
	
	
81,462
	
	
	
53,823
	
	
	
31,536
	
Cost	of	revenues
	
	
	
	
	
	
	
	
	
Automotive	sales
	
	
49,599
	
	
	
32,415
	
	
	
19,696
	
Automotive	leasing
	
	
1,509
	
	
	
978
	
	
	
563
	
Total	automotive	cost	of	revenues
	
	
51,108
	
	
	
33,393
	
	
	
20,259
	
Energy	generation	and	storage
	
	
3,621
	
	
	
2,918
	
	
	
1,976
	
Services	and	other


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1,976
	
Services	and	other
	
	
5,880
	
	
	
3,906
	
	
	
2,671
	
Total	cost	of	revenues
	
	
60,609
	
	
	
40,217
	
	
	
24,906
	
Gross	profit
	
	
20,853
	
	
	
13,606
	
	
	
6,630
	
Operating	expenses
	
	
	
	
	
	
	
	
	
Research	and	development
	
	
3,075
	
	
	
2,593
	
	
	
1,491
	
Selling,	general	and	administrative
	
	
3,946
	
	
	
4,517
	
	
	
3,145
	
Restructuring	and	other
	
	
176
	
	
	
(
27
)
	
	
—
	
Total	operating	expenses
	
	
7,197
	
	
	
7,083
	
	
	
4,636
	
Income	from	operations
	
	
13,656
	
	
	
6,523
	
	
	
1,994
	
Interest	income
	
	
297
	
	
	
56
	
	
	
30
	
Interest	expense
	
	
(
191
)
	
	
(
371
)
	
	
(
748
)
Other	(expense)	income,	net
	
	
(
43
)
	
	
135
	
	
	
(
122
)
Income	before	income	taxes
	
	
13,719
	
	
	
6,343
	
	
	
1,154
	
Provision	for	income	taxes
	
	
1,132
	
	
	
699
	
	
	
292
	
Net	income
	
	
12,587
	
	
	
5,644


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12,587
	
	
	
5,644
	
	
	
862
	
Net	income	attributable	to	noncontrolling	
			interests	and	redeemable	noncontrolling	interests	
			in	subsidiaries
	
	
31
	
	
	
125
	
	
	
141
	
Net	income	attributable	to	common	stockholders
	
$
12,556
	
	
$
5,519
	
	
$
721
	
	
	
	
	
	
	
	
	
	
	
Net	income	per	share	of	common	stock	
			attributable	to	common	stockholders	(1)
	
	
	
	
	
	
	
	
	
Basic
	
$
4.02
	
	
$
1.87
	
	
$
0.25
	
Diluted
	
$
3.62
	
	
$
1.63
	
	
$
0.21
	
Weighted	average	shares	used	in	computing	net	
			income	per	share	of	common	stock	(1)
	
	
	
	
	
	
	
	
	
Basic
	
	
3,130
	
	
	
2,959
	
	
	
2,798
	
Diluted
	
	
3,475
	
	
	
3,386
	
	
	
3,249
	
	
(1)
Prior	period	results	have	been	adjusted	to	reflect	the	
three
-for-one	stock	split	effected	in	the	form	of	a	stock	dividend	in	August	2022
.	See	Note
	
1,	
Overview
,	for	details.
	
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,
	
	
	
2022
	
	
2021
	
	
2020
	
Net	income
	
$
12,587
	
	
$
5,644
	
	
$
862
	
Other	comprehensive	(loss)	income:
	
	
	
	
	
	
	
	
	
Foreign	currency	translation	adjustment
	
	
(
392
)
	
	
(
308
)
	
	
399
	
Unrealized	net	loss	on	investments
	
	
(
23
)
	
	
(
1
)
	
	
—
	
Comprehensive	income
	
	
12,172
	
	
	
5,335
	
	
	
1,261
	
Less:	Comprehensive	income	attributable	to	
			noncontrolling	interests	and	redeemable	
			noncontrolling	interests	in	subsidiaries
	
	
31
	
	
	
125
	
	
	
141
	
Comprehensive	income	attributable	to	
			common	stockholders
	
$
12,141
	
	
$
5,210
	
	
$
1,120
	
	
The	accompanying	notes	are	an	integral	part	of	these	consolidated	financial	statements.
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Tesla,	Inc.
Consolidated	Statements	of	Redeemable	Noncontrolling	Interests	and	Equity
(in	millions,	except	per	share	data)
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Accumulate
d
	
	
(Accumulat
ed
	
	
	
	
	
	
	
	
	
	
	
	
Redeemable
	
	
	
	
	
	
	
	
	
Additio
nal
	
	
Other
	
	
Deficit)
	
	
Total
	
	
Noncontrolli
ng
	
	
	
	
	
	
Noncontroll
ing
	
	
	
Common	Stock
	
	
Paid-In
	
	
Comprehens
ive
	
	
Retained
	
	
Stockholde
rs’
	
	
Interests	in
	
	
Total
	
	
	
Interests
	
	
	
Shares
	
(1)
	
	
Amount
	
(1)
	
	
Capital
	
	
(Loss)
	
Income
	
	
Earnings
	
(1)
	
	
Equity
	
	
Subsidiaries
	
	
Equity
	
Balance	as	of	December	31,	2019
	
$
643
	
	
	
	
2,716
	
	
$
3
	
	
$
12,73
6
	
	
$
(
36
)
	
$
(
6,085
)
	
$
6,618
	
	
$
849
	
	
$
7,46
7
	
Adjustments	for	prior	periods	from	adopting	ASU	2016-13
	
	
—
	
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—


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string_value:
—
	
	
	
—
	
	
	
(
37
)
	
	
(
37
)
	
	
—
	
	
	
(
37
)
Reclassification	between	equity	and	mezzanine	equity	for	convertible	senior	
			notes
	
	
—
	
	
	
	
—
	
	
	
—
	
	
	
(
51
)
	
	
—
	
	
	
—
	
	
	
(
51
)
	
	
—
	
	
	
(
51
)
Exercises	of	conversion	feature	of	convertible	senior	notes
	
	
—
	
	
	
	
5
	
	
	
0
	
	
	
59
	
	
	
—
	
	
	
—
	
	
	
59
	
	
	
—
	
	
	
59
	
Issuance	of	common	stock	for	equity	incentive	awards
	
	
—
	
	
	
	
55
	
	
	
0
	
	
	
417
	
	
	
—
	
	
	
—
	
	
	
417
	
	
	
—
	
	
	
417
	
Issuance	of	common	stock	in	public	offerings,	net	of	issuance	costs	of	$
68
	
	
—
	
	
	
	
103
	
	
	
0
	
	
	
12,26
9
	
	
	
—
	
	
	
—
	
	
	
12,269
	
	
	
—
	
	
	
12,2
69
	
Stock-based	compensation
	
	
—
	
	
	
	
—
	
	
	
—
	
	
	
1,861
	
	
	
—


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string_value:
—
	
	
	
—
	
	
	
1,861
	
	
	
—
	
	
	
1,86
1
	
Contributions	from	noncontrolling	interests
	
	
7
	
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
17
	
	
	
17
	
Distributions	to	noncontrolling	interests
	
	
(
67
)
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
(
132
)
	
	
(
132
)
Buy-outs	of	noncontrolling	interests
	
	
(
4
)
	
	
	
—
	
	
	
—
	
	
	
(
31
)
	
	
—
	
	
	
—
	
	
	
(
31
)
	
	
—
	
	
	
(
31
)
Net	income
	
	
25
	
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
721
	
	
	
721
	
	
	
116
	
	
	
837
	
Other	comprehensive	income
	
	
—
	
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
399
	
	
	
—
	
	
	
399
	
	
	
—
	
	
	
399
	
Balance	as	of	December	31,	2020
	
$
604
	
	
	
	
2,879
	
	
$
3


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string_value:
2,879
	
	
$
3
	
	
$
27,26
0
	
	
$
363
	
	
$
(
5,401
)
	
$
22,225
	
	
$
850
	
	
$
23,0
75
	
Adjustments	for	prior	periods	from	adopting	ASU	2020-06
	
	
—
	
	
	
	
—
	
	
	
—
	
	
	
(
474
)
	
	
—
	
	
	
211
	
	
	
(
263
)
	
	
—
	
	
	
(
263
)
Exercises	of	conversion	feature	of	convertible	senior	notes
	
	
—
	
	
	
	
2
	
	
	
0
	
	
	
6
	
	
	
—
	
	
	
—
	
	
	
6
	
	
	
—
	
	
	
6
	
Settlements	of	warrants
	
	
—
	
	
	
	
112
	
	
	
0
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
Issuance	of	common	stock	for	equity	incentive	awards
	
	
—
	
	
	
	
107
	
	
	
0
	
	
	
707
	
	
	
—
	
	
	
—
	
	
	
707
	
	
	
—
	
	
	
707
	
Stock-based	compensation
	
	
—
	
	
	
	
—
	
	
	
—
	
	
	
2,299
	
	
	
—
	
	
	
—
	
	
	
2,299


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string_value:
—
	
	
	
2,299
	
	
	
—
	
	
	
2,29
9
	
Contributions	from	noncontrolling	interests
	
	
2
	
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
Distributions	to	noncontrolling	interests
	
	
(
66
)
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
(
106
)
	
	
(
106
)
Buy-outs	of	noncontrolling	interests
	
	
(
15
)
	
	
	
—
	
	
	
—
	
	
	
5
	
	
	
—
	
	
	
—
	
	
	
5
	
	
	
—
	
	
	
5
	
Net	income
	
	
43
	
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
5,519
	
	
	
5,519
	
	
	
82
	
	
	
5,60
1
	
Other	comprehensive	loss
	
	
—
	
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
(
309
)
	
	
—
	
	
	
(
309
)
	
	
—
	
	
	
(
309
)
Balance	as	of	December	31,	2021
	
$
568
	
	
	
$
3,100
	
	
$
3
	
	
$


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string_value:
$
3
	
	
$
29,80
3
	
	
$
54
	
	
$
329
	
	
$
30,189
	
	
$
826
	
	
$
31,0
15
	
Exercises	of	conversion	feature	of	convertible	senior	notes
	
	
—
	
	
	
	
0
	
	
	
0
	
	
	
0
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
Settlements	of	warrants
	
	
—
	
	
	
	
37
	
	
	
0
	
	
	
0
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
Issuance	of	common	stock	for	equity	incentive	awards
	
	
—
	
	
	
	
27
	
	
	
0
	
	
	
541
	
	
	
—
	
	
	
—
	
	
	
541
	
	
	
—
	
	
	
541
	
Stock-based	compensation
	
	
—
	
	
	
	
—
	
	
	
—
	
	
	
1,806
	
	
	
—
	
	
	
—
	
	
	
1,806
	
	
	
—
	
	
	
1,80
6
	
Distributions	to	noncontrolling	interests
	
	
(
46
)
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
(
113
)
	
	
(
113
)


key: chroma:document
string_value:
(
113
)
	
	
(
113
)
Buy-outs	of	noncontrolling	interests
	
	
(
11
)
	
	
	
—
	
	
	
—
	
	
	
27
	
	
	
—
	
	
	
—
	
	
	
27
	
	
	
(
61
)
	
	
(
34
)
Net	(loss)	income
	
	
(
102
)
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
12,556
	
	
	
12,556
	
	
	
133
	
	
	
12,6
89
	
Other	comprehensive	loss
	
	
—
	
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
(
415
)
	
	
—
	
	
	
(
415
)
	
	
—
	
	
	
(
415
)
Balance	as	of	December	31,	2022
	
$
409
	
	
	
	
3,164
	
	
$
3
	
	
$
32,17
7
	
	
$
(
361
)
	
$
12,885
	
	
$
44,704
	
	
$
785
	
	
$
45,4
89
	
	
(1)
Prior	period	results	have	been	adjusted	to	reflect	the	
three
-for-one	stock	split	effected	in	the	form	of	a	stock	dividend	in	August	2022
.	See	Note
	
1,	
Overview
,	for	details.
	
The	accompanying	notes	are	an	integral	part	of	these	consolidated	financial	statements.
51


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Tesla,	Inc.
Consolidated	Statements	of	Cash	Flows
(in	millions)
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Cash	Flows	from	Operating	Activities
	
	
	
	
	
	
	
	
	
Net	income
	
$
12,587
	
	
$
5,644
	
	
$
862
	
Adjustments	to	reconcile	net	income	to	net	cash	provided	by	operating	activities:
	
	
	
	
	
	
	
	
	
Depreciation,	amortization	and	impairment
	
	
3,747
	
	
	
2,911
	
	
	
2,322
	
Stock-based	compensation
	
	
1,560
	
	
	
2,121
	
	
	
1,734
	
Inventory	and	purchase	commitments	write-downs
	
	
177
	
	
	
140
	
	
	
202
	
Foreign	currency	transaction	net	unrealized	loss	(gain)
	
	
81
	
	
	
(
55
)
	
	
114
	
Non-cash	interest	and	other	operating	activities
	
	
340
	
	
	
245
	
	
	
525
	
Digital	assets	loss	(gain),	net
	
	
140
	
	
	
(
27
)
	
	
—
	
Changes	in	operating	assets	and	liabilities:
	
	
	
	
	
	
	
	
	
Accounts	receivable
	
	
(
1,124
)
	
	
(
130
)
	
	
(
652
)
Inventory
	
	
(
6,465
)
	
	
(
1,709
)
	
	
(
422
)
Operating	lease	vehicles


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(
422
)
Operating	lease	vehicles
	
	
(
1,570
)
	
	
(
2,114
)
	
	
(
1,072
)
Prepaid	expenses	and	other	current	assets
	
	
(
1,417
)
	
	
(
271
)
	
	
(
251
)
Other	non-current	assets
	
	
(
2,551
)
	
	
(
1,291
)
	
	
(
344
)
Accounts	payable	and	accrued	liabilities
	
	
6,029
	
	
	
4,578
	
	
	
2,102
	
Deferred	revenue
	
	
1,131
	
	
	
793
	
	
	
321
	
Customer	deposits
	
	
155
	
	
	
186
	
	
	
7
	
Other	long-term	liabilities
	
	
1,904
	
	
	
476
	
	
	
495
	
Net	cash	provided	by	operating	activities
	
	
14,724
	
	
	
11,497
	
	
	
5,943
	
Cash	Flows	from	Investing	Activities
	
	
	
	
	
	
	
	
	
Purchases	of	property	and	equipment	excluding	finance	leases,	net	of	sales
	
	
(
7,158
)
	
	
(
6,482
)
	
	
(
3,157
)
Purchases	of	solar	energy	systems,	net	of	sales
	
	
(
5
)
	
	
(
32
)
	
	
(
75
)
Purchases	of	digital	assets
	
	
—
	
	
	
(
1,500
)
	
	
—
	
Proceeds	from	sales	of	digital	assets
	
	
936
	
	
	
272
	
	
	
—


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string_value:
272
	
	
	
—
	
Purchase	of	intangible	assets
	
	
(
9
)
	
	
—
	
	
	
(
10
)
Purchases	of	investments
	
	
(
5,835
)
	
	
(
132
)
	
	
—
	
Proceeds	from	maturities	of	investments
	
	
22
	
	
	
—
	
	
	
—
	
Receipt	of	government	grants
	
	
76
	
	
	
6
	
	
	
123
	
Business	combinations,	net	of	cash	acquired
	
	
—
	
	
	
—
	
	
	
(
13
)
Net	cash	used	in	investing	activities
	
	
(
11,973
)
	
	
(
7,868
)
	
	
(
3,132
)
Cash	Flows	from	Financing	Activities
	
	
	
	
	
	
	
	
	
Proceeds	from	issuances	of	common	stock	in	public	offerings,	net	of	issuance	costs
	
	
—
	
	
	
—
	
	
	
12,269
	
Proceeds	from	issuances	of	debt
	
	
—
	
	
	
8,883
	
	
	
9,713
	
Repayments	of	convertible	and	other	debt
	
	
(
3,364
)
	
	
(
14,167
)
	
	
(
11,623
)
Collateralized	lease	repayments
	
	
—
	
	
	
(
9
)
	
	
(
240
)
Proceeds	from	exercises	of	stock	options	and	other	stock	issuances
	
	
541
	
	
	
707
	
	
	
417
	
Principal	payments	on	finance	leases
	
	
(
502
)


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string_value:
(
502
)
	
	
(
439
)
	
	
(
338
)
Debt	issuance	costs
	
	
—
	
	
	
(
9
)
	
	
(
6
)
Proceeds	from	investments	by	noncontrolling	interests	in	subsidiaries
	
	
—
	
	
	
2
	
	
	
24
	
Distributions	paid	to	noncontrolling	interests	in	subsidiaries
	
	
(
157
)
	
	
(
161
)
	
	
(
208
)
Payments	for	buy-outs	of	noncontrolling	interests	in	subsidiaries
	
	
(
45
)
	
	
(
10
)
	
	
(
35
)
Net	cash	(used	in)	provided	by	financing	activities
	
	
(
3,527
)
	
	
(
5,203
)
	
	
9,973
	
Effect	of	exchange	rate	changes	on	cash	and	cash	equivalents	and	restricted	cash
	
	
(
444
)
	
	
(
183
)
	
	
334
	
Net	(decrease)	increase	in	cash	and	cash	equivalents	and	restricted	cash
	
	
(
1,220
)
	
	
(
1,757
)
	
	
13,118
	
Cash	and	cash	equivalents	and	restricted	cash,	beginning	of	period
	
	
18,144
	
	
	
19,901
	
	
	
6,783
	
Cash	and	cash	equivalents	and	restricted	cash,	end	of	period
	
$
16,924
	
	
$
18,144
	
	
$
19,901
	
Supplemental	Non-Cash	Investing	and	Financing	Activities


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Acquisitions	of	property	and	equipment	included	in	liabilities
	
$
2,148
	
	
$
2,251
	
	
$
1,088
	
Supplemental	Disclosures
	
	
	
	
	
	
	
	
	
Cash	paid	during	the	period	for	interest,	net	of	amounts	capitalized
	
$
152
	
	
$
266
	
	
$
444
	
Cash	paid	during	the	period	for	taxes,	net	of	refunds
	
$
1,203
	
	
$
561
	
	
$
115
	
	
The	accompanying	notes	are	an	integral	part	of	these	consolidated	financial	statements.
52


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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	stor
age.
Since	the	first	quarter	of	2020,	there	has	been	a	worldwide	impact	from	the	COVID-19	pandemic,	as	well	as	an	easing	of	restrictions	on	social,
	
business,	travel	and	government	activities	and	functions.	There	are	ongoing	global	impacts	resulting	from	the	pandemic,	and	we	have	been	affected	by
	
temporary	manufacturing	closures,	employment	and	compensation	adjustments	and	impediments	to	administrative	activities	supporting	our	product
	
deliveries	and	deployments.	In	addition,	we	have	experienced	and	are	experiencing	the	impacts	of	varying	levels	of	inflation	caused	by	the	COVID‐19
	
pandemic	and	general	global	economic	conditions.
On	August	5,	2022,	we	increased	the	number	of	authorized	shares	of	common	stock	by	
4,000,000,000
	shares
	and	our	Board	of	Directors	declared


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and	our	Board	of	Directors	declared
	
the	2022	Stock	Split.	Each	stockholder	of	record	on	August	17,	2022	received	a	dividend	of	two	additional	shares	of	common	stock	for	each	then-held
	
share,	distributed	after	close	of	trading	on	August	24,	2022.	All	share	and	per	share	amounts	presented	herein	have	been	retroactively	adjusted	to
	
reflect	the	impact	of	the	2022	Stock	Split.
	
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;	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


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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,	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
	
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


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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.
53


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Revenue	Recognition
Revenue	by	source
The	following	table	disaggregates	our	revenue	by	major	source	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Automotive	sales	(1)
	
$
67,210
	
	
$
44,125
	
	
$
24,604
	
Automotive	regulatory	credits
	
	
1,776
	
	
	
1,465
	
	
	
1,580
	
Energy	generation	and	storage	sales
	
	
3,376
	
	
	
2,279
	
	
	
1,477
	
Services	and	other
	
	
6,091
	
	
	
3,802
	
	
	
2,306
	
Total	revenues	from	sales	and	services
	
	
78,453
	
	
	
51,671
	
	
	
29,967
	
Automotive	leasing
	
	
2,476
	
	
	
1,642
	
	
	
1,052
	
Energy	generation	and	storage	leasing
	
	
533
	
	
	
510
	
	
	
517
	
Total	revenues
	
$
81,462
	
	
$
53,823
	
	
$
31,536
	
	
(1)
Pricing	adjustments	on	our	vehicle	offerings	can	impact	the	estimate	of	likelihood	that	customers	would	exercise	their	resale	value	guarantees,
	
resulting	in	an	adjustment	of	our	sales	return	reserve	on	vehicles	sold	with	resale	value	guarantees.	Actual	return	rates	being	lower	than
	
expected	and	increases	in	resale	values	of	our	vehicles	in	2021	resulted	in	a	net	release	of	our	reserve	of	$
365
	million	for	the	year	ended


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365
	million	for	the	year	ended
	
December	31,	2021,	which	represented	increases	in	automotive	sales	revenue.	The	net	release	or	increase	of	reserves	which	impacted
	
automotive	sales	revenue	were	immaterial	for	the	years	ended	December	31,	2022	and	December	31,	2020.	Further,	$
324
	million	of	the	total
	
revenue	recognized	as	of	December	31,	2022	is	related	to	the	general	FSD	feature	release	in	North	America	in	the	fourth	quarter	of	2022.
	
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	features,	internet	connectivity,	Supercharger	network
	
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	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,	legacy	programs	offering	unlimited	free	Supercharging	and	over-the-air	software	updates	are	provisioned	upon


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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	is	recognized	when	functionality	is	delivered	to	the	customer	and	the	portion	related	to	software	updates	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	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.
54


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We	offer	resale	value	guarantees	or	similar	buy-back	terms	to	certain	international	customers	who	purchase	vehicles	and	who	finance	their
	
vehicles	through	one	of	our	specified	commercial	banking	partners.	Under	these	programs,	we	receive	full	payment	for	the	vehicle	sales	price	at	the
	
time	of	delivery	and	our	counterparty	has	the	option	of	selling	their	vehicle	back	to	us	during	the	guarantee	period,	which	currently	is	generally	at	the
	
end	of	the	term	of	the	applicable	loan	or	financing	program,	for	a	pre-determined	resale	value.	We	account	for	such	automotive	sales	as	a	sale	with	a
	
right	of	return	when	we	do	not	believe	the	customer	has	a	significant	economic	incentive	to	exercise	the	resale	value	guarantee	provided	to	them	at
	
contract	inception.	The	process	to	determine	whether	there	is	a	significant	economic	incentive	includes	a	comparison	of	a	vehicle’s	estimated	market
	
value	at	the	time	the	option	is	exercisable	with	the	guaranteed	resale	value	to	determine	the	customer’s	economic	incentive	to	exercise.	On	a	quarterly
	
basis,	we	assess	the	estimated	market	values	of	vehicles	sold	with	resale	value	guarantees	to	determine	whether	there	have	been	changes	to	the
	
likelihood	of	future	product	returns.	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	sales	return	reserve	on	vehicles	sold	with	resale	value	guarantees	was	
$
91
	million	and	
$
223
	
million	as	of	December	31,	2022	and	2021,	respectively,	of	which	
$
40
	million	and	
$
91
	million	was	short-term,	respectively.


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91
	million	was	short-term,	respectively.
	
Deferred	revenue	related	to	the	access	to	our	FSD	features,	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,
	
	
	
2022
	
	
2021
	
Deferred	revenue—	beginning	of	period
	
$
2,382
	
	
$
1,926
	
Additions
	
	
1,178
	
	
	
847
	
Net	changes	in	liability	for	pre-existing	contracts
	
	
(
67
)
	
	
(
25
)
Revenue	recognized
	
	
(
580
)
	
	
(
366
)
Deferred	revenue—	end	of	period
	
$
2,913
	
	
$
2,382
	
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,	2021	was	
$
472
	million	as	of	December	31,
	
2022,	primarily	related	to	the	general	FSD	feature	release	in	North	America	in	the	fourth	quarter	of	2022.	We	had	recognized	revenue	of	
$
312
	million
	
from	the	deferred	revenue	balance	as	of	December	31,	2020,	for	the	year	ended	December	31,	2021.	Of	the	total	deferred	revenue	balance	as	of
	
December	31,	2022,	we	expect	to	recognize	
$
639
	million	of	revenue	in	the	next	12	months.	The	remaining	balance	will	be	recognized	at	the	time	of


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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	during	the	year	ended	December	31,	2022.	We	have	recorded	net	financing
	
receivables	on	the	consolidated	balance	sheets,	of	which	$
128
	million	is	recorded	within	Accounts	receivable,	net,	for	the	current	portion	and	$
665
	
million	is	recorded	within	Other	non-current	assets	for	the	long-term	portion,	as	of	December	31,	2022.
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,	2022	and	2021.	Revenue	recognized	from	the	deferred	revenue	balance	as	of	December	31,	2021
	
and	2020	was	immaterial	for	the	years	ended	December	31,	2022	and	2021.	During	the	year	ended	December	31,	2022
,	we	had	also	recognized	$
288


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,	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,	2022,	2021	and	2020,	we	recognized	$
1.75
	billion,	$
1.25
	billion	and	$
752
	million	of	direct	vehicle	leasing	revenue,
	
respectively.	As	of	December	31,	2022	and	2021,	we	had	deferred	$
407
	million	and	$
392
	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


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vehicle	to	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,	2022,	2021	and	2020,	we	recognized	$
683
	million,	$
369
	million	and	$
120
	million,	respectively,	of
	
sales-type	leasing	revenue	and	$
427
	million,	$
234
	million	and	$
87
	million,	respectively,	of	sales-type	leasing	cost	of	revenue.
Services	and	Other	Revenue
Services	and	other	revenue	consists	of	non-warranty	after-sales	vehicle	services	and	parts,	sales	of	used	vehicles,	paid	Supercharging,	retail
	
merchandise	and	vehicle	insurance	revenue.
Revenues	related	to	repair	and	maintenance	services	are	recognized	over	time	as	services	are	provided	and	extended	service	plans	are


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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,	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.	Deferred	revenue	related	to	services	and	other	revenue	was	immaterial	as	of	December	31,	2022	and	2021.
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


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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	solar	energy	system	and	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	and	as	a	percentage	of	total	estimated	labor	hours	for	solar	energy	system	sales.
	
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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	market	data	for	comparable	products.	Costs	incurred	on	the	sale	of	residential	installations	before	the	solar	energy	systems	are	completed	are
	
included	as	work	in	process	within	inventory	in	the	consolidated	balance	sheets.	Any	fees	that	are	paid	or	payable	by	us	to	a	solar	loan	lender	would	be
	
recognized	as	an	offset	against	revenue.	Costs	to	obtain	a	contract	relate	mainly	to	commissions	paid	to	our	sales	personnel	related	to	the	sale	of	solar
	
energy	systems	and	energy	storage	systems.	As	our	contract	costs	related	to	solar	energy	system	and	energy	storage	system	sales	are	typically	fulfilled
	
within	one	year,	the	costs	to	obtain	a	contract	are	expensed	as	incurred.
As	part	of	our	solar	energy	system	and	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	generation	or	energy	performance	requirements	specified	in	the	contract.
	
In	certain	instances,	we	may	receive	a	bonus	payment	if	the	system	performs	above	a	specified	level.	Conversely,	if	a	solar	energy	system	or	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	solar	energy	system	and	energy	storage	system	contracts	include	variable	customer


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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,	2022	and	2021,	deferred	revenue	related	to	such
	
customer	payments	amounted	to	
$
863
	million	and	
$
399
	million,	respectively,	mainly	due	to	milestone	payments.	Revenue	recognized	from	the	deferred
	
revenue	balance	as	of	December	31,	2021	and	2020	was	
$
171
	million	and	
$
93
	million	for	the	years	ended	December	31,	2022	and	2021,	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,	2022,	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	
$


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$
210
	
million.	Of	this
	
amount,	we	expect	to	recognize	
$
12
	million
	in	the	next	12	months	and	the	remaining	over	a	period	up	to	
25
	years.
	
We	have	been	providing	loans	for	financing	our	energy	generation	products	during	the	year	ended	December	31,	2022.	We	have	recorded	net
	
financing	receivables	on	the	consolidated	balance	sheets,	of	which	$
24
	million	is	recorded	within	Accounts	receivable,	net,	for	the	current	portion	and
	
$
387
	million	is	recorded	within	Other	non-current	assets	for	the	long-term	portion,	as	of	December	31,	2022.
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.


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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,	2022	and	2021,	deferred	revenue	related	to
	
such	customer	payments	amounted	to	$
191
	million	and	$
198
	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,	2022	and	2021,	deferred	revenue	from	rebates	and	incentives	amounted	to	$
25
	million	and	$
27
	million,	respectively.
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.
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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,	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.
	
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.	Cost	of	automotive	leasing	revenue	also	includes	vehicle	connectivity	costs	and	allocations	of
	
electricity	and	infrastructure	costs	related	to	our	Supercharger	network	for	vehicles	under	our	leasing	programs.
Services	and	Other
Costs	of	services	and	other	revenue	includes	costs	associated	with	providing	non-warranty	after-sales	services	and	parts,	costs	of	paid
	
Supercharging,	cost	of	used	vehicles	including	refurbishment	costs,	costs	for	retail	merchandise,	and	costs	to	provide	vehicle	insurance.
Energy	Generation	and	Storage	Segment
Energy	Generation	and	Storage
Cost	of	energy	generation	and	storage	revenue	includes	direct	and	indirect	material	and	labor	costs,	warehouse	rent,	freight,	warranty	expense,


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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.	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.
Research	and	Development	Costs
Research	and	development	costs	are	expensed	as	incurred.
Income	Taxes
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	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.


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The	Tax	Cuts	and	Jobs	Act	(“TCJA”)	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,	currently	subject	to	valuation	allowance.
Comprehensive	Income
Comprehensive	income	is	comprised	of	net	income	and	other	comprehensive	(loss)	income.	Other	comprehensive	(loss)	income	consists	of
	
foreign	currency	translation	adjustments	and	unrealized	net	gains	and	losses	on	investments
	that	have	been	excluded	from	the	determination	of	net
	
income.
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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	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	compensation	expense	that	we	will	recognize	in	future	periods.	Stock-based	compensation	expense	is	recorded	in	Cost	of	revenues,	Research	and


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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	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


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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	may	be	significant	fluctuations	in	net	income	attributable	to	noncontrolling	interests	and	redeemable	noncontrolling
	
interests	in	subsidiaries	due	to	changes	in	the	liquidation	provisions	as	time-based	milestones	are	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-
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.


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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.
	
	
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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,
	
	
	
2022
	
	
2021
	
	
2020
	
Net	income	attributable	to	common	stockholders
	
$
12,556
	
	
$
5,519
	
	
$
721
	
Less:	Buy-out	of	noncontrolling	interest
	
	
(
27
)
	
	
(
5
)
	
	
31
	
Net	income	used	in	computing	basic	net	income	per	share	of
	
common	stock
	
	
12,583
	
	
	
5,524
	
	
	
690
	
Less:	Dilutive	convertible	debt
	
	
(
1
)
	
	
(
9
)
	
	
—
	
Net	income	used	in	computing	diluted	net	income	per	share	of
	
common	stock
	
$
12,584
	
	
$
5,533
	
	
$
690
	
	
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,	as	adjusted	to	give	effect	to	the	2022	Stock	Split	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Weighted	average	shares	used	in	computing	net	income	per	share	of
	
common	stock,	basic
	
	
3,130
	
	
	
2,959
	
	
	
2,798
	
Add:


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2,798
	
Add:
	
	
	
	
	
	
	
	
	
Stock-based	awards
	
	
310
	
	
	
292
	
	
	
198
	
Convertible	senior	notes
	
	
3
	
	
	
29
	
	
	
141
	
Warrants
	
	
32
	
	
	
106
	
	
	
112
	
Weighted	average	shares	used	in	computing	net	income	per	share	of
	
common	stock,	diluted
	
	
3,475
	
	
	
3,386
	
	
	
3,249
	
	
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,	as	adjusted	to	give	effect	to	the	2022	Stock	Split	(in	millions):
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Stock-based	awards
	
	
4
	
	
	
1
	
	
	
6
	
Convertible	senior	notes	(1)
	
	
—
	
	
	
—
	
	
	
3
	
(1)
Under	the	modified	retrospective	method	of	adoption	of	ASU	2020-06,	the	dilutive	impact	of	convertible	senior	notes	was	calculated	using	the	if-
converted	method	for	the	years	ended	December	31,	2022	and	2021.	Certain	convertible	senior	notes	were	calculated	using	the	treasury	stock
	
method	for	the	year	ended	December	31,	2020.
Business	Combinations
We	account	for	business	acquisitions	under	ASC	805,	
Business	Combinations


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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
	
assumed.	We	recognize	a	bargain	purchase	gain	within	Other	(expense)	income,	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	money	market	funds	and	certificates	of	deposit.
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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	certain	permits	as	well	as	sales	to	lease
	
partners	with	a	resale	value	guarantee,	letters	of	credit,	real	estate	leases,	deposits	held	for	our	insurance	services	and	certain	operating	leases.	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.
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,
	
	
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
	
2020
	
Cash	and	cash	equivalents
	
$
16,253
	
	
$
17,576
	
	
$
19,384
	
Restricted	cash	included	in	prepaid	expenses	and	other	
			current	assets
	
	
294
	
	
	
345
	
	
	
238
	
Restricted	cash	included	in	other	non-current	assets
	
	
377
	
	
	
223
	
	
	
279
	
Total	as	presented	in	the	consolidated	statements	of	cash	flows
	
$
16,924
	
	
$
18,144
	
	
$
19,901
	
	
Investments
Investments	may	be	comprised	of	a	combination	of	marketable	securities,	including


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U.S.	government	securities,	corporate	debt	securities,	time
	
deposit,	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	(expense)	income,	net.
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


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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,	which	are	typically	transferred	to	other	manufacturers	during	the	last	few	days	of	the	quarter,	is	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.	As	of
	
December	31,	2022	and	December	31,	2021
,	we	had	$
753
	million	and	$
627
	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


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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.
	
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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.
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,	2022,	the	majority	of	our	financing	receivables	were	at	current	status	with	only	an	immaterial	balance	being	past	due.	Additionally,	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,	2022	and	2021,	the	total	outstanding	balance	of	MyPower


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customer	notes	receivable,	net	of	allowance	for	expected	credit	losses,	was	$
280
	million	and	$
299
	million,	respectively,	of	which	$
7
	million	and	$
11
	
million	were	due	in	the	next	12	months	as	of	December	31,	2022	and	2021,	respectively.	As	of	December	31,	2022	and	2021,	the	allowance	for	expected
	
credit	losses	was	$
37
	million	and	$
41
	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,	2022	and	December	31,
	
2021
,	
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


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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.
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,	2022	and	December	31,	2021	was	
$
6.08
	billion	and	
$
5.28
	billion,
	
respectively.	Operating	lease	vehicles	on	the	consolidated	balance	sheets	are	presented	net	of	accumulated	depreciation	of	
$


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$
1.04
	billion	and	
$
773
	
million	as	of	December	31,	2022	and	December	31,	2021
,	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


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impairment	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


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Property,	Plant	and	Equipment,	Net
Property,	plant	and	equipment,	net,	including	leasehold	improvements,	are	recognized	at	cost	less	accumulated	depreciation.	Depreciation	is
	
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.
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.
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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,	2022,	2021	and	2020,	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	
three
	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,	2022,	2021,	and	2020,	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
	
equipment,	net	on	the	consolidated	balance	sheets.	Costs	related	to	preliminary	project	activities	and	post-implementation	activities	are	expensed	as


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incurred.	Such	costs	are	amortized	on	a	straight-line	basis	over	its	estimated	useful	life	of	
three
	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,	2022,	2021,	and	2020,	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.
Foreign	currency	transaction	gains	and	losses	are	a	result	of	the	effect	of	exchange	rate	changes	on	transactions	denominated	in	currencies


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other	than	the	functional	currency.	Transaction	gains	and	losses	are	recognized	in	Other	(expense)	income,	net,	in	the	consolidated	statements	of
	
operations.	For	the	years	ended	December	31,	2022,	2021	and	2020,	we	recorded	a	net	foreign	currency	transaction	loss	of	$
89
	million,	gain	of	$
97
	
million	and	loss	of	$
114
	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	given	our	relatively	short
	
history	of	sales,	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.	Warranty	expense	is	recorded	as	a	component	of	Cost	of	revenues	in	the	consolidated
	
statements	of	operations.	Due	to	the	magnitude	of	our	automotive	business,	accrued	warranty	balance	is	primarily	related	to	our	automotive	segment.
	
Accrued	warranty	activity	consisted	of	the	following	(in	millions):	
	
	
	
Year	Ended	December	31,
	
	
	
2022
	
	
2021


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2022
	
	
2021
	
	
2020
	
Accrued	warranty—beginning	of	period
	
$
2,101
	
	
$
1,468
	
	
$
1,089
	
Warranty	costs	incurred
	
	
(
803
)
	
	
(
525
)
	
	
(
312
)
Net	changes	in	liability	for	pre-existing	warranties,
			including	expirations	and	foreign	exchange	impact
	
	
522
	
	
	
102
	
	
	
66
	
Provision	for	warranty
	
	
1,685
	
	
	
1,056
	
	
	
625
	
Accrued	warranty—end	of	period
	
$
3,505
	
	
$
2,101
	
	
$
1,468
	
Customer	Deposits
Customer	deposits	primarily	consist	of	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	deposit	amounts	vary	depending	on	the
	
vehicle	model,	the	energy	product	and	the	country	of	delivery.	With	the	exception	of	a	nominal	order	fee,	customer	deposits	are	fully	refundable	on
	
vehicles	prior	to	delivery	and	fully	refundable	in	the	case	of	an	energy	generation	or	storage	product	prior	to	the	entry	into	a	purchase	agreement	or	in
	
certain	cases	for	a	limited	time	thereafter	(in	accordance	with	applicable	laws).	Customer	deposits	are	included	in	current	liabilities	until	refunded,


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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.	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	government	incentives	received	by	us	are	immaterial	in	all	periods	presented	since	the	adoption	of	ASU	2021-10.
	
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


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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	years	ended	December	31,	2022	and	2021,	we	received	grant
	
funding	of	$
76
	million	and	$
6
	million,	respectively.	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


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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.
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.	We	recognized	$
91
	million	of	expenses
	
related	to	employer	contributions	for	the	401(k)	savings	plan	during	the	year	ended	December	31,	2022.
Recent	Accounting	Pronouncements
Recently	issued	accounting	pronouncements	not	yet	adopted


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Recently	issued	accounting	pronouncements	not	yet	adopted
In	October	2021,	the	Financial	Accounting	Standards	Board	(“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.	Adoption	of	the	ASU	should	be	applied	prospectively.	Early	adoption	is	also	permitted,
	
including	adoption	in	an	interim	period.	If	early	adopted,	the	amendments	are	applied	retrospectively	to	all	business	combinations	for	which	the
	
acquisition	date	occurred	during	the	fiscal	year	of	adoption.	This	ASU	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


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borrower	is	experiencing	financial	difficulty.	In	addition,	the	ASU	amends	the	guidance	on	vintage	disclosures	to	require	entities	to	disclose	current
	
period	gross	write-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.	Adoption	of	the	ASU	would	be
	
applied	prospectively.	Early	adoption	is	also	permitted,	including	adoption	in	an	interim	period.	This	ASU	is	currently	not	expected	to	have	a	material
	
impact	on	our	consolidated	financial	statements.
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.	These	measures	may
	
materially	affect	our	consolidated	financial	statements,	and	we	will	continue	to	evaluate	the	applicability	and	effect	of	the	IRA	as	more	guidance	is
	
issued.
	
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Recently	adopted	accounting	pronouncements
In	December	2022,	the	FASB	issued	ASU	No.	2022-06,	Deferral	of	the	Sunset	Date	of	Reference	Rate	Reform	(Topic	848).	Topic	848	provides
	
optional	expedients	and	exceptions	for	applying	GAAP	to	transactions	affected	by	reference	rate	(e.g.,	LIBOR)	reform	if	certain	criteria	are	met,	for	a
	
limited	period	of	time	to	ease	the	potential	burden	in	accounting	for	(or	recognizing	the	effects	of)	reference	rate	reform	on	financial	reporting.	The
	
ASU	deferred	the	sunset	date	of	Topic	848	from	December	31,	2022	to	December	31,	2024.	The	ASU	is	effective	as	of	December	21,	2022	through
	
December	31,	2024.	We	continue	to	evaluate	transactions	or	contract	modifications	occurring	as	a	result	of	reference	rate	reform	and	determine
	
whether	to	apply	the	optional	guidance	on	an	ongoing	basis.	We	adopted	ASU	2022-06	during	2022.	The	ASU	has	not	and	is	currently	not	expected	to
	
have	a	material	impact	on	our	consolidated	financial	statements.
In	November	2021,	the	FASB	issued	ASU	No.	2021-10,	Government	Assistance	(Topic	832).	This	ASU	requires	business	entities	to	disclose
	
information	about	government	assistance	they	receive	if	the	transactions	were	accounted	for	by	analogy	to	either	a	grant	or	a	contribution	accounting
	
model.	The	disclosure	requirements	include	the	nature	of	the	transaction	and	the	related	accounting	policy	used,	the	line	items	on	the	balance	sheets
	
and	statements	of	operations	that	are	affected	and	the	amounts	applicable	to	each	financial	statement	line	item	and	the	significant	terms	and	conditions


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of	the	transactions.	The	ASU	is	effective	for	annual	periods	beginning	after	December	15,	2021.	The	disclosure	requirements	can	be	applied	either
	
retrospectively	or	prospectively	to	all	transactions	in	the	scope	of	the	amendments	that	are	reflected	in	the	financial	statements	at	the	date	of	initial
	
application	and	new	transactions	that	are	entered	into	after	the	date	of	initial	application.	We	adopted	the	ASU	prospectively	on	January	1,	2022.
	
Adoption	of	this	ASU	did	not	have	a	material	impact	on	our	consolidated	financial	statements.
	
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


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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	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	and	convertible	senior	notes	(mezzanine	equity)	were	reduced.	The	removal	of	the
	
remaining	debt	discounts	recorded	for	this	previous	separation	had	the	effect	of	increasing	our	net	debt	balance	and	the	reduction	of	property,	plant
	
and	equipment	was	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.
Accordingly,	the	cumulative	effect	of	the	changes	made	on	our	January	1,	2021	consolidated	balance	sheet	for	the	adoption	of	the	ASU	was	as
	
follows	(in	millions):
	
	
	
Balances	at	
December	31,	2020
	
	
Adjustments	from
Adoption	of	ASU	2020-
06
	
	
Balances	at


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06
	
	
Balances	at	
January	1,	2021
	
Assets
	
	
	
	
	
	
	
	
	
Property,	plant	and	equipment,	net
	
$
12,747
	
	
$
(
45
)
	
$
12,702
	
Liabilities
	
	
	
	
	
	
	
	
	
Current	portion	of	debt	and	finance	leases
	
	
2,132
	
	
	
50
	
	
	
2,182
	
Debt	and	finance	leases,	net	of	current	portion
	
	
9,556
	
	
	
219
	
	
	
9,775
	
Mezzanine	equity
	
	
	
	
	
	
	
	
	
Convertible	senior	notes
	
	
51
	
	
	
(
51
)
	
	
—
	
Equity
	
	
	
	
	
	
	
	
	
Additional	paid-in	capital
	
	
27,260
	
	
	
(
474
)
	
	
26,786
	
Accumulated	deficit
	
	
(
5,399
)
	
	
211
	
	
	
(
5,188
)
	
67


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Note	3	–	Digital	Assets,	Net
During	the	years	ended	December	31,	2022	and	2021,	we	purchased	and/or	received	an	immaterial	amount	and	
$
1.50
	
billion,	respectively,	of
	
digital	assets.	As	of	December	31,	2022
,	we	have	converted	approximately	
75
%	of	our	purchases	into	fiat	currency.	During	the
	years	ended	December
	
31,	2022	and	2021
,	we	recorded	$
204
	
million	and	
$
101
	million	of	impairment	losses	on	such	digital	assets,	respectively.	During	the	years	ended
	
December	31,	2022	and	2021
,	we	realized	gains	of	$
64
	
million	and	
$
128
	
million,	respectively,	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,	2022
	and	2021,	the	carrying	value	of	our	digital	assets	held	was	$
184
	
million	and	
$
1.26
	
billion
,	which	reflects	cumulative	impairments
	
of	$
204
	
million	and	
$
101
	
million,	each	period,	respectively.	The	fair	market	value	of	such	digital	assets	held	as	of	December	31,	2022
	and	2021	was
	
$
191
	
million
	and	$
1.99
	billion,	respectively.
	
Note	4	–	Goodwill	and	Intangible	Assets
Goodwill	decreased	
$
6
	million	within	the	automotive	segment	from	
$
200
	million	as	of	December	31,	2021	to	
$


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$
194
	million
	as	of	December	31,
	
2022.	There	were	
no
	accumulated	impairment	losses	as	of	December	31,	2022	and	2021.
	
The	net	carrying	value	of	our	intangible	assets	decreased	from	$
257
	million	as	of	December	31,	2021	to	$
215
	million	as	of	December	31,	2022
	
mainly	from	amortization.
Note	5	–	Fair	Value	of	Financial	Instruments
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):
	
	
	
December	31,	2022
	
	
December	31,	2021
	
	
	
Fair	Value
	
	
Level	I
	
	
Level	II
	
	
Level	III
	
	
Fair	Value
	
	
Level	I


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Fair	Value
	
	
Level	I
	
	
Level	II
	
	
Level	III
	
Money	market	funds
	
$
2,188
	
	
$
2,188
	
	
$
—
	
	
$
—
	
	
$
9,548
	
	
$
9,548
	
	
$
—
	
	
$
—
	
U.S.	government	securities
	
	
894
	
	
	
—
	
	
	
894
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
Corporate	debt	securities
	
	
885
	
	
	
—
	
	
	
885
	
	
	
—
	
	
	
131
	
	
	
—
	
	
	
131
	
	
	
—
	
Certificates	of	deposit	and	time
	
deposits
	
	
4,253
	
	
	
—
	
	
	
4,253
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
Interest	rate	swap	liabilities
	
	
—
	
	
	
—
	
	
	
—
	
	
	
—
	
	
	
31
	
	
	
—
	
	
	
31
	
	
	
—
	
Total
	
$
8,220
	
	
$
2,188
	
	
$
6,032
	
	
$
—
	
	
$
9,710
	
	
$
9,548
	
	
$
162
	
	
$
—


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$
162
	
	
$
—
	
	
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,	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	interest	rate	swaps	were	classified	within	Level	II
	
of	the	fair	value	hierarchy	because	they	were	valued	using	alternative	pricing	sources	or	models	that	utilized	market	observable	inputs,	including
	
current	and	forward	interest	rates.
	
68


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Our	cash,	cash	equivalents	and	investments	classified	by	security	type	as	of	
December	31,	2022	and	2021	consisted	of	the	following	(in	millions):
	
	
	
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
	
	
	
—
	
	
	
(
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


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$
16,253
	
	
$
5,932
	
	
		
	
December	31,	2021
	
	
		
Adjusted	Cost
	
	
Gross
	
Unrealized
	
Gains
	
	
Gross
	
Unrealized
	
Losses
	
	
Fair	Value
	
	
Cash	and	Cash
	
Equivalents
	
	
Short-Term
	
Investments
	
Cash
	
$
8,028
	
	
$
—
	
	
$
—
	
	
$
8,028
	
	
$
8,028
	
	
$
—
	
Money	market	funds
	
	
9,548
	
	
	
—
	
	
	
—
	
	
	
9,548
	
	
	
9,548
	
	
	
—
	
Corporate	debt	securities
	
	
132
	
	
	
—
	
	
	
(
1
)
	
	
131
	
	
	
—
	
	
	
131
	
Total	cash,	cash	equivalents	and	short-
term	investments
	
$
17,708
	
	
$
—
	
	
$
(
1
)
	
$
17,707
	
	
$
17,576
	
	
$
131
	
	
We	record	gross	realized	gains,	losses	and	credit	losses	as	a	component	of	Other	(expense)	income,	net	in	the	consolidated	statements	of
	
operations.	For	the	years	ended	December	31,	2022	and	2021,	we	did	not	recognize	any	material	gross	realized	gains,	losses	or	credit	losses.	The


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ending	allowance	balances	for	credit	losses	were	immaterial	as	of	December	31,	2022	and	December	31,	2021.	We	have	determined	that	the	gross
	
unrealized	losses	on	our	investments	as	of	December	31,	2022	and	December	31,	2021	were	temporary	in	nature.
The	following	table	summarizes	the	fair	value	of	our	investments	by	stated	contractual	maturities	as	of	
December	31,	2022	(in	millions):
	
Due	in	1	year	or	less
	
$
5,135
	
Due	in	1	year	through	5	years
		
	
636
	
Due	in	5	years	through	10	years
		
	
161
	
Total
	
$
5,932
	
Disclosure	of	Fair	Values
Our	financial	instruments	that	are	not	re-measured	at	fair	value	include	accounts	receivable,	financing	receivables,	accounts	payable,	accrued
	
liabilities,	customer	deposits	and	debt.	The	carrying	values	of	these	financial	instruments	approximate	their	fair	values,	other	than	our	
2.375
%
	
Convertible	Senior	Notes	due	in	
2022
	(“2022	Notes”)	and	
2.00
%	Convertible	Senior	Notes	due	in	
2024
	(“2024	Notes”)	(collectively	referred	to	as
	
“Convertible	Senior	Notes”	below).
	
We	estimate	the	fair	value	of	the	Convertible	Senior	Notes	using	commonly	accepted	valuation	methodologies	and	market-based	risk
	
measurements	that	are	indirectly	observable,	such	as	credit	risk	(Level	II).	
The	following	table	presents	the	estimated	fair	values	and	the	carrying
	
values	(in	millions):
	
	
	
December	31,	2022
	
	
December	31,	2021


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December	31,	2021
	
	
	
Carrying	Value
	
	
Fair	Value
	
	
Carrying
	
Value
	
	
Fair	Value
	
Convertible	Senior	Notes	(1)
	
$
37
	
	
$
223
	
	
$
119
	
	
$
2,016
	
	
(1)
The	2022	Notes	were	fully	settled	in	the	first	quarter	of	2022.
	
69


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Note	6	–	Inventory
Our	inventory	consisted	of	the	following	(in	millions):
		
		
	
December	31,
	
		
December	31,
	
	
	
2022
	
		
2021
	
Raw	materials
	
$
6,137
	
	
$
2,816
	
Work	in	process
	
	
2,385
	
		
	
1,089
	
Finished	goods	(1)
	
	
3,475
	
		
	
1,277
	
Service	parts
	
	
842
	
		
	
575
	
Total
	
$
12,839
	
	
$
5,757
	
	
(1)
Finished	goods	inventory	includes	vehicles	in	transit	to	fulfill	customer	orders,	new	vehicles	available	for	sale,	used	vehicles	and	energy	products
	
available	for	sale.
For	solar	energy	systems,	we	commence	transferring	component	parts	from	inventory	to	construction	in	progress,	a	component	of	solar	energy
	
systems,	once	a	lease	or	PPA	contract	with	a	customer	has	been	executed	and	installation	has	been	initiated.	Additional	costs	incurred	on	the	leased
	
solar	energy	systems,	including	labor	and	overhead,	are	recorded	within	solar	energy	systems	under	construction.
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,	2022,	2021	and	2020	we	recorded	write-downs	of	
$
144
	million,	
$
106
	million	and	$
145
	million,
	
respectively,	in	Cost	of	revenues	in	the	consolidated	statements	of	operations.
Note	7	–	Solar	Energy	Systems,	Net


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Note	7	–	Solar	Energy	Systems,	Net
Our	solar	energy	systems,	net,	consisted	of	the	following	(in	millions):
	
	
		
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
Solar	energy	systems	in	service
	
$
6,785
	
	
$
6,809
	
Initial	direct	costs	related	to	customer	solar	energy
			system	lease	acquisition	costs
		
	
104
	
	
	
104
	
	
		
	
6,889
	
	
	
6,913
	
Less:	accumulated	depreciation	and	amortization	(1)
		
	
(
1,418
)
	
	
(
1,187
)
	
		
	
5,471
	
	
	
5,726
	
Solar	energy	systems	under	construction
	
	
2
	
	
	
18
	
Solar	energy	systems	pending	interconnection
	
	
16
	
	
	
21
	
Solar	energy	systems,	net	(2)
	
$
5,489
	
	
$
5,765
	
(1)
Depreciation	and	amortization	expense	during	the	years	ended	December	31,	2022,	2021	and	2020	was	$
235
	million,	$
236
	million	and	$
232
	
million,	respectively.
(2)
As	of	December	31,	2022	and	2021,	there	were	$
802
	million	and	$
1.02
	billion,	respectively,	of	gross	solar	energy	systems	under	lease	pass-
through	fund	arrangements	with	accumulated	depreciation	of	$
148
	million	and	$
165
	million,	respectively.
Note	8	–	Property,	Plant	and	Equipment,	Net


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Our	property,	plant	and	equipment,	net,	consisted	of	the	following	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
Machinery,	equipment,	vehicles	and	office	furniture
	
$
13,558
	
	
$
9,953
	
Tooling
	
	
2,579
	
	
	
2,188
	
Leasehold	improvements
	
	
2,366
	
	
	
1,826
	
Land	and	buildings
	
	
7,751
	
	
	
4,675
	
Computer	equipment,	hardware	and	software
	
	
2,072
	
	
	
1,414
	
Construction	in	progress
	
	
4,263
	
	
	
5,559
	
	
	
	
32,589
	
	
	
25,615
	
Less:	Accumulated	depreciation
	
	
(
9,041
)
	
	
(
6,731
)
Total
	
$
23,548
	
	
$
18,884
	
	
70


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Construction	in	progress	is	primarily	comprised	of	construction	of	Gigafactory	Texas	and	Gigafactory	Berlin-Brandenburg,	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.	Interest	on	outstanding	debt	is	capitalized	during	periods	of	significant	capital	asset	construction	and	amortized
	
over	the	useful	lives	of	the	related	assets.	During	the	years	ended	December	31,	2022,	2021	and	2020,	we	capitalized	interest	of	an	immaterial	amount,
	
$
53
	million
	and	$
48
	million,	respectively.
Depreciation	expense	during	the	years	ended	December	31,	2022,	2021	and	2020	was	
$
2.42
	billion,	
$
1.91
	billion	and	
$
1.57
	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


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Property,	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,	2022	and	2021,	we	had	cumulatively	capitalized	gross	costs	of	
$
2.01
	billion	and	
$
1.98
	
billion
,	respectively,	on	the	consolidated	balance	sheets	in	relation	to	the	production	equipment	under	our	Panasonic	arrangement.
	
Note	9	–	Accrued	Liabilities	and	Other
	
Our	accrued	liabilities	and	other	current	liabilities	consisted	of	the	following	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
Accrued	purchases	(1)
	
$
2,747
	
	
$
2,045
	
Taxes	payable	(2)
	
	
1,235
	
	
	
1,122
	
Payroll	and	related	costs
	
	
1,026
	
	
	
906
	
Accrued	warranty	reserve,	current	portion
	
	
1,025
	
	
	
703
	
Sales	return	reserve,	current	portion
	
	
270
	
	
	
265
	
Operating	lease	liabilities,	current	portion
	
	
485
	
	
	
368
	
Other	current	liabilities
	
	
354
	
	
	
310
	
Total
	
$
7,142
	
	
$
5,719
	
	
(1)


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$
5,719
	
	
(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.	For	the	year	ended	December	31,	2022,	accrued	purchases	increased
	
as	we	continued	construction	and	expansion	of	our	facilities	and	operations.
(2)
Taxes	payable	includes	value	added	tax,	sales	tax,	property	tax,	use	tax	and	income	tax	payables.
	
Note	10	–	Other	Long-Term	Liabilities
	
Our	other	long-term	liabilities	consisted	of	the	following	(in	millions):
	
	
	
December	31,
	
	
December	31,
	
	
	
2022
	
	
2021
	
Operating	lease	liabilities
	
$
2,164
	
	
$
1,671
	
Accrued	warranty	reserve
	
	
2,480
	
	
	
1,398
	
Sales	return	reserve
	
	
51
	
	
	
133
	
Deferred	tax	liability
	
	
82
	
	
	
24
	
Other	non-current	liabilities
	
	
553
	
	
	
320
	
Total	other	long-term	liabilities
	
$
5,330
	
	
$
3,546
	
	
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Note	11	–	Debt
	
The	following	is	a	summary	of	our	debt	and	finance	leases	as	of	
December	31,	2022	(in	millions):
	
	
	
	
	
	
	
	
Unpaid
	
	
	
Unused
	
	
	
	
	
	
	
	
	
Net	Carrying	Value
	
	
	
Principal
	
	
	
Committed
	
	
	
Contractual
	
Contractual
	
	
Current
	
	
	
Long-Term
	
	
	
Balance
	
	
	
Amount	(1)
	
	
	
Interest	Rates
	
Maturity	Date
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


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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


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$
	
2,061
	
	
	
$
	
2,417
	
	
	
	
	
	
	
Finance	leases
	
	
	
486
	
	
	
	
	
568
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Total	debt	and	finance	leases
	
$
	
1,502
	
	
	
$
	
1,597
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
The	following	is	a	summary	of	our	debt	and	finance	leases	as	of	December	31,	2021	(in	millions):
	
	
	
	
	
	
	
	
Unpaid
	
	
	
Unused
	
	
	
	
	
	
	
	
	
Net	Carrying	Value
	
	
	
Principal
	
	
	
Committed
	
	
	
Contractual
	
Contractual
	
	
Current
	
	
	
Long-Term
	
	
	
Balance
	
	
	
Amount	(1)
	
	
	
Interest	Rates
	
Maturity	Date
Recourse	debt:
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
2022	Notes
	
$
	
29
	
	
	
$
	
—
	
	
	
$
	
29
	
	
	
$
	
—
	
	
	
2.375
%
	
March	2022
2024	Notes
	
	
	
1
	
	
	
	
	
89
	
	
	
	
	
91
	
	
	
	
	
—


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91
	
	
	
	
	
—
	
	
	
2.00
%
	
May	2024
Credit	Agreement
	
	
	
—
	
	
	
	
	
1,250
	
	
	
	
	
1,250
	
	
	
	
	
920
	
	
	
3.25
%
	
July	2023
Solar	Bonds
	
	
0
	
	
	
	
	
7
	
	
	
	
	
7
	
	
	
	
	
—
	
	
	
4.00
-
5.75
%
	
January	2022
-
January	2031
Total	recourse	debt
	
	
	
30
	
	
	
	
	
1,346
	
	
	
	
	
1,377
	
	
	
	
	
920
	
	
	
	
	
	
	
	
Non-recourse	debt:
	
	
				
	
	
	
	
				
	
	
	
	
				
	
	
	
	
				
	
	
	
		
	
	
	
	
Automotive	Asset-backed	Notes
	
	
	
1,007
	
	
	
	
	
1,706
	
	
	
	
	
2,723
	
	
	
	
	
—
	
	
	
0.12
-
5.48
%
	
September	2022
-
September	2025
Solar	Asset	and	Loan-backed	Notes
	
	
	
27
	
	
	
	
	
800
	
	
	
	
	
844
	
	
	
	
	
—
	
	
	
2.87
-
7.74
%
	
September	2024
-
September	2049
Cash	Equity	Debt
	
	
	
24


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24
	
	
	
	
	
388
	
	
	
	
	
422
	
	
	
	
	
—
	
	
	
5.25
-
5.81
%
	
July	2033
-
January	2035
Automotive	Lease-backed	Credit	Facilities
	
	
	
—
	
	
	
	
	
—
	
	
	
	
	
—
	
	
	
	
	
167
	
	
	
Not	applicable
	
September	2023
Other	Loans
	
	
	
—
	
	
	
	
	
14
	
	
	
	
	
14
	
	
	
	
	
21
	
	
	
5.10
%
	
February	2033
Total	non-recourse	debt
	
	
	
1,058
	
	
	
	
	
2,908
	
	
	
	
	
4,003
	
	
	
	
	
188
	
	
	
		
	
	
	
		
Total	debt
	
	
	
1,088
	
	
	
	
	
4,254
	
	
	
$
	
5,380
	
	
	
$
	
1,108
	
	
	
	
	
	
	
Finance	leases
	
	
	
501
	
	
	
	
	
991
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Total	debt	and	finance	leases
	
$
	
1,589
	
	
	
$
	
5,245
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
(1)


key: chroma:document
string_value:
(1)
There	are	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	and	as	may	be	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	financing	costs.
	
As	of	December	31,	2022,	we	were	in	material	compliance	with	all	financial	debt	covenants.
2022	Notes,	Bond	Hedges	and	Warrant	Transactions
During	the	first	quarter	of	2022,	the	remaining	$
29
	million	in	aggregate	principal	amount	of	the	2022	Notes	was	converted	and	settled	in	cash
	
for	their	par	amount,	and	
1.2
	million	shares	of	our	common	stock	were	issued	for	the	applicable	conversion	premium,	as	adjusted	to	give	effect	to	the
	
2022	Stock	Split.	The	note	hedges	we	entered	into	in	connection	with	the	issuance	of	the	2022	Notes	were	automatically	settled	with	the	respective
	
conversions	of	the	2022	Notes,	resulting	in	the	receipt	of	
1.2
	million	shares	of	our	common	stock	during	the	same	period,	as	adjusted	to	give	effect	to


