Tesla (TSLA) 10-K risk factor changes: FY2020 vs FY2019

Risks Related to Our [added: Ability to Grow Our] Business [removed: and Industry]

[removed: We have experienced in the past, and may experience in the future, delays] [added: Any delay] or other [removed: complications] [added: complication] in [added: ramping] the [removed: design,] [added: production of our current products or the development,] manufacture, [removed: launch,] [added: launch] and production ramp of our [removed: vehicles, energy] [added: future] products, [added: features] and [removed: product features,] [added: services,] or [added: in doing so cost-effectively and with high quality,] may [removed: not realize our manufacturing cost targets, which could] harm our brand, business, prospects, financial condition and operating results.

There is no guarantee that we will be able to successfully and timely introduce and scale [removed: any] such [removed: new] processes or features.

In particular, our future business depends in large part on [added: increasing] the [removed: high-volume] production of [added: mass-market vehicles including] Model 3 and Model Y, which we [removed: believe] are [removed: our vehicles with the largest markets.][added: planning to achieve through multiple factories worldwide.]

In order to be successful, we will need to implement, maintain [removed: and/or] [added: and] ramp efficient and cost-effective manufacturing capabilities, processes and supply chains and achieve the design tolerances, high quality and [removed: maximum] output rates we have [removed: planned, including] [added: planned] at [removed: Gigafactory Shanghai, and for Model Y, which we commenced] [added: our] manufacturing [removed: at the Fremont Factory] [added: facilities] in [removed: the first quarter of 2020.][added: California, Nevada, Texas, China and Germany.]

Bottlenecks [added: and other unexpected challenges] such as those we [removed: have] experienced in the past [removed: with new product ramps and other unexpected challenges] may [removed: also] arise [removed: as we ramp production,] [added: during our production ramps,] and [removed: it will be important that] we [added: must] address them promptly while continuing to [removed: reduce our] [added: improve] manufacturing [added: processes and reducing] costs.

If we are not successful in [removed: doing so, or if we experience issues with our ongoing manufacturing process improvements and cost-down efforts,] [added: 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 may also experience similar future delays [removed: or other complications] in launching and/or ramping production of [added: our energy storage products and Solar Roof;] new [removed: vehicles,] [added: product versions or variants; new vehicles] such as Tesla Semi, Cybertruck and the new Tesla [removed: Roadster, our energy storage products] [added: Roadster;] and [removed: the Solar Roof, as well as] future features and services such as new Autopilot or FSD features and the autonomous Tesla ride-hailing network.

Likewise, we may encounter delays with the design, construction and regulatory or other approvals necessary to build and bring online future manufacturing [removed: facilities, including our planned Gigafactory Berlin in Germany.][added: facilities and products.]

We may be unable to [removed: meet] [added: grow] our [removed: growing] [added: global] product sales, delivery and installation [removed: plans] [added: capabilities] and [removed: vehicle] [added: our] servicing and [added: vehicle] charging [removed: network needs,] [added: networks,] or [added: we may be unable to] accurately project and [added: effectively] manage [removed: this growth internationally, any of which could harm] our [removed: business and prospects.][added: growth.]

As we [removed: expand globally,] [added: expand,] we will also need to ensure [removed: we are in] [added: our] compliance with [removed: any] regulatory requirements [added: in various jurisdictions] applicable to the sale, installation and [removed: service] [added: servicing] of our products, the sale [added: or dispatch] of electricity [removed: generated through] [added: related to] our [removed: solar] energy [removed: systems] [added: products] and [added: the] operation of [removed: Superchargers in various jurisdictions, which could take considerable time and expense.][added: Superchargers.]

These plans require significant cash investments and management resources and there is no guarantee that they will [removed: ultimately] generate additional sales or installations of our [removed: products.][added: products, or that we will be able to avoid cost overruns or be able to hire additional personnel to support them.]

We [removed: continuously evaluate, and as appropriate evolve,] [added: also frequently adjust] our retail operations and product offerings in order to [removed: maximize our reach and] optimize our [added: reach,] costs, [removed: vehicle] [added: product] line-up and model [removed: differentiation,] [added: differentiation] and [removed: purchasing] [added: customer] experience.

[removed: In particular, we] [added: We] are targeting with Model 3 and Model Y a global mass demographic with a broad range of potential customers, in which we have [added: relatively] limited experience projecting demand and pricing our products.

[removed: If] [added: 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 [removed: sales] [added: deliveries] matched to the [removed: specific] vehicles that we produce in the same timeframe or that are commensurate with [added: the size of] our operations in a given [removed: region, which may negatively impact our deliveries and operating results in a particular period.][added: region.]

Likewise, as we develop and grow our energy [removed: storage product] [added: products] and [removed: solar business] [added: services] worldwide, our success will depend on our ability to correctly forecast demand [removed: for our products] in [removed: different] [added: various] markets.

[removed: Moreover, because] [added: Because] we do not have independent dealer networks, we are responsible for delivering all of our vehicles to our [removed: customers and meeting their vehicle servicing needs.][added: customers.]

While we have [removed: substantially implemented and] improved [removed: many aspects of] our delivery [removed: and service operations,] [added: logistics,] we [removed: still have relatively limited experience with, and] may face difficulties [removed: in, such] [added: with] deliveries [removed: and servicing] at [removed: high] [added: increasing] volumes, particularly in international markets [removed: as we expand.][added: requiring significant transit times.]

For example, [removed: significant transit time may be required to transport vehicles in volume into international markets, and] we [removed: also] saw challenges in [removed: initially] ramping our [removed: logistical] [added: logistics] channels in China and Europe [removed: as we delivered] [added: to initially deliver] Model 3 there [removed: for the first time] in the first quarter of 2019.

[removed: Likewise,] [added: Moreover,] because of our unique expertise with our vehicles, we recommend that our vehicles be serviced by [removed: our service centers, Mobile Service technicians] [added: us] or [added: by] certain authorized [removed: professionals that we have specifically trained and equipped.][added: professionals.]

If we experience delays in adding such servicing capacity or [added: servicing our vehicles efficiently, or] experience unforeseen issues with the reliability of our vehicles, [removed: particular] [added: particularly] higher-volume and newer additions to our fleet such as Model 3 and Model Y, it could overburden our servicing capabilities and parts inventory.

[removed: Finally,] [added: 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.

If we are not successful in [removed: growing this overall installation capability to keep pace] [added: matching such capabilities] with [removed: our increasing] [added: actual] production, or if we experience unforeseen [removed: delays in the] production [removed: ramp] [added: delays] or inaccurately forecast demand for the Solar Roof, our [added: business, financial condition and] operating results may be [removed: negatively impacted.][added: harmed.]

There is no assurance that we will be able to ramp our business to meet our sales, delivery, [removed: servicing, charging] [added: installation, servicing] and [removed: installation] [added: vehicle charging] targets globally, that our projections on which such targets are based will prove [removed: accurate,] [added: accurate] or that the pace of growth or coverage of our customer infrastructure network will meet customer expectations.

If we fail to manage our growth effectively, it [removed: could result in negative publicity and damage to our brand and have a material adverse effect on] [added: may harm] our [added: brand,] business, prospects, financial condition and operating results.

Our future growth and success [removed: is] [added: are] dependent upon consumers’ [removed: willingness to adopt] [added: demand for] electric vehicles and specifically our [removed: vehicles.][added: vehicles in an automotive industry that is generally competitive, cyclical and volatile.]

[removed: Moreover,] [added: Finally,] the target demographics for our vehicles, [removed: in particular the mass market demographic for] [added: particularly] Model 3 and Model Y, are highly competitive.

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 [removed: markets,] [added: markets or] our [added: vehicles compete with each other, our] business, prospects, financial condition and operating results [removed: could] [added: may] be harmed.

As a result, the market for our vehicles could be [added: negatively] affected by numerous factors, such as:

| | • | perceptions about the limited range over which electric vehicles may be driven on a single battery [removed: charge;] [added: charge, and access to charging facilities;] |

| | • | volatility in the cost of oil and [removed: gasoline;] [added: gasoline, such as wide fluctuations in crude oil prices during 2020;] |

| | • | government regulations and economic incentives; [added: and] |

[removed: In addition, sales] [added: Sales] of vehicles in the automotive industry tend to be cyclical in many markets, which may expose us to [removed: increased volatility, especially] [added: further volatility] as we expand and adjust our operations and retail strategies.

[removed: Specifically, it] [added: It] is uncertain as to how such macroeconomic factors will impact us as a company that has been experiencing growth and increasing market share in an industry that has globally been experiencing a recent decline in sales.

Our products contain thousands of [removed: purchased] parts that we [removed: source] [added: purchase] globally from hundreds of [added: mostly single-source] direct [removed: suppliers.][added: suppliers, generally without long-term supply agreements.]

[removed: However, our limited, and in most cases single-source, supply chain] [added: This] exposes us to multiple potential sources of [removed: delivery failure or] component [removed: shortages for our production,] [added: shortages,] such as those [removed: which] [added: that] we experienced in 2012 and 2016 [removed: in connection] with our [removed: slower-than-planned] Model S and Model X ramps.

[removed: Furthermore, unexpected] [added: Unexpected] changes in business conditions, materials pricing, labor issues, wars, governmental changes, tariffs, natural disasters such as the March 2011 earthquakes in Japan, health [removed: epidemics,] [added: epidemics such as the global COVID-19 pandemic, trade] and [added: shipping disruptions and] other factors beyond our [removed: and] [added: or] our suppliers’ control could also affect these suppliers’ ability to deliver components to us [removed: on a timely basis.][added: or to remain solvent and operational.]

[removed: Likewise, any] [added: Moreover,] significant increases in our production, such as for Model 3 and [removed: our expectations for] Model Y, [removed: has] [added: or product design changes by us have] required [removed: and/or] [added: and] may in the future require us to procure additional components in a short amount of time.

Our suppliers may not [removed: ultimately] be [added: willing or] able to sustainably [removed: and timely] meet our [added: timelines or our] cost, quality and volume needs, [removed: requiring] [added: or to do so may cost] us [added: more, which may require us] to replace them with other sources.

While we believe that we will be able to secure additional or alternate sources [removed: of supply] [added: or develop our own replacements] for most of our [removed: components in a relatively short time frame,] [added: components,] there is no assurance that we will be able to do so [added: quickly] or [removed: develop our own replacements for certain highly customized components.][added: at all.]

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 limited or closed non-essential transportation, government functions, business activities and person-to-person interactions.

In some cases, the relaxation of such trends has recently been followed by actual or contemplated returns to stringent restrictions on gatherings or commerce, including in parts of the U.S. and a number of areas in Europe.

We temporarily suspended operations at each of our manufacturing facilities worldwide for a part of the first half of 2020.

Some of our suppliers and partners also experienced temporary suspensions before resuming, including Panasonic, which manufactures battery cells for our products at our Gigafactory Nevada.

We also instituted temporary employee furloughs and compensation reductions while our U.S. operations were scaled back.

Reduced operations or closures at motor vehicle departments, vehicle auction houses and municipal and utility company inspectors have resulted in challenges in or postponements for our new vehicle deliveries, used vehicle sales and energy product deployments.

Global trade conditions and consumer trends may further adversely impact us and our industries.

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 microchip supply, and it is yet unknown how we may be impacted.

Sustaining our production trajectory will require the readiness and solvency of our suppliers and vendors, a stable and motivated production workforce and ongoing government cooperation, including for travel and visa allowances.

The contingencies inherent in the construction of and ramp at new facilities such as Gigafactory Shanghai, Gigafactory Berlin and Gigafactory Texas may be exacerbated by these challenges.

We cannot predict the duration or direction of current global trends, the sustained impact of which is largely unknown, is rapidly evolving and has varied across geographic regions.

Ultimately, we continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate, and we will have to accurately project demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly.

If current global market conditions continue or worsen, or if we cannot or do not maintain operations at a scope that is commensurate with such conditions or are later required to or choose to suspend such operations again, our business, prospects, financial condition and operating results may be harmed.

We 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 ramp of Model X and experienced challenges with a supplier and with ramping full automation for certain of our initial Model 3 manufacturing processes.

In addition, we may introduce in the future new or unique manufacturing processes and design features for our products.

We have relatively limited experience to date in manufacturing Model 3 and Model Y at high volumes and even less experience building and ramping vehicle production lines across multiple factories in different geographies.

We will also need to hire, train and compensate skilled employees to operate these facilities.

Our success will depend on our ability to continue to expand our sales capabilities.

However, there is no guarantee that such steps will be accepted by consumers accustomed to traditional sales strategies.

For example, marketing methods such as touchless test drives that we have pioneered in certain markets have not been proven at scale.

We have 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 Solar Roof, we are working to substantially increase installation personnel and decrease installation times.

We are still at an earlier stage and have limited resources and production relative to established competitors that offer internal combustion engine vehicles.

In addition, electric vehicles still comprise a small percentage of overall vehicle sales.

Moreover, the COVID-19 pandemic may negatively impact the transportation and automotive industries long-term.

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.

For example, a global shortage of microchips has been reported since early 2021, and the impact to us is yet unknown.

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.

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.

For example, we are currently constructing Gigafactory Berlin under conditional permits.

Moreover, we intend to incorporate sequential design and manufacturing changes into vehicles manufactured at each new factory.

We have limited experience to date with developing and implementing vehicle manufacturing innovations outside of the Fremont Factory, as we only recently began production at Gigafactory Shanghai.

In particular, the majority of our design and engineering resources are currently located in California.

In order to meet our expectations for our new factories, we must expand and manage localized design and engineering talent and resources.

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 have previously experienced launch and production ramp delays or other complications in connection with new vehicle models such as Model S, Model X and Model 3, and new vehicle features such as the all-wheel drive dual motor drivetrain on Model S and the second version of our Autopilot hardware.

For example, we encountered unanticipated supply chain constraints that led to initial delays in producing Model X and an isolated supplier limitation in the manufacture of Model 3.

Similarly, during our initial Model 3 production ramp, we had challenges ramping fully automated processes, such as portions of the battery module assembly line, material flow system and the general assembly line, which we addressed by reducing the levels of automation and introducing semi-automated or manual processes.

In addition, we have used a number of new manufacturing technologies, techniques and processes for our vehicles, such as aluminum spot welding systems and high-speed blow forming of certain difficult to stamp vehicle parts, and we may introduce new processes in the future.

We have also introduced unique design features in our vehicles with different manufacturing challenges, such as large display screens, dual motor drivetrain, hardware for our Autopilot and FSD features and falcon-wing doors.

We have limited experience to date in manufacturing Model 3 at high volumes and continuously increasing its production rates, particularly across multiple vehicle manufacturing facilities, which we commenced in the fourth quarter of 2019 with Gigafactory Shanghai coming online.

Moreover, we will need to hire, train and compensate skilled employees to operate high-volume production facilities to support our vehicle ramp at the Fremont Factory and Gigafactory Shanghai, as well as at Gigafactory Nevada to support the manufacture of battery packs and drive units for certain of our vehicles.

Finally, because our vehicle models, in particular Model 3 and Model Y, may share certain parts, suppliers or production facilities with each other, the volume or efficiency of production with respect to one model may impact also the production of other models or lead to bottlenecks that impact the production of all models.

Any significant delay or other complication in the production ramp of our current products or the development, manufacture, launch and production ramp of our future products, features and services, including complications associated with expanding our production capacity and supply chain or obtaining or maintaining related regulatory approvals, or inability to manage such ramps cost-effectively, could materially damage our brand, business, prospects, financial condition and operating results.

Concurrent with developing, launching and ramping our products, our success will depend on our ability to continue to significantly increase their sales, deliveries, installations and servicing worldwide, while allocating our available resources among multiple products simultaneously.

However, there is no guarantee that each step in our evolving strategy will be perceived as intended by prospective customers accustomed to more traditional sales models.

Until we ramp local production at Gigafactory Shanghai and in the future at Gigafactory Berlin, we will have to contend with predominantly single-factory vehicle production at the Fremont Factory for numerous international variants.

To accommodate growing volumes, we have deployed a number of delivery models, such as deliveries to customers’ homes and workplaces, some of which have not been previously tested at scale and in different geographies and may not ultimately be successful.

We are also expanding our installation capabilities for the Solar Roof as we continue its manufacturing ramp by training both our own personnel and third party installers.

Moreover, we may not be successful in undertaking this global expansion if we are unable to avoid cost overruns and other unexpected operating costs, adapt our products and conduct our operations to meet local requirements and regulations, implement required local infrastructure, systems and processes, and find and hire a significant number of additional sales, service, electrical installation, construction and administrative personnel.

We operate in the automotive industry, which is generally susceptible to cyclicality and volatility.

Our growth is highly dependent upon the worldwide adoption by consumers of alternative fuel vehicles in general and electric vehicles in particular.

Although we have successfully grown demand for our vehicles thus far, there is no guarantee of such future demand, or that our vehicles will not compete with one another in the market.

We have only relatively recently achieved high-volume production of vehicles, and are still at an earlier stage and have limited resources relative to our competitors.

Moreover, the market for alternative fuel vehicles is rapidly evolving.

| --- | --- | --- |

| | • | access to charging facilities; and |

We are dependent on our suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of our products according to our schedule and at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components, could have a material adverse effect on our financial condition and operating results.

We attempt to mitigate our supply chain risk by entering into long-term agreements where it is practical and beneficial to do so, including agreements we entered into with Panasonic to be our manufacturing partner and supplier; qualifying and obtaining components from multiple sources where sensible, such as the PV panels for our retrofit solar installations that we purchase from a variety of suppliers; and maintaining safety stock for key parts and assemblies and die banks for components with lengthy procurement lead times.

The loss of any supplier, particularly a single- or limited-source supplier, or the disruption in the supply of components from our suppliers, could lead to product design changes, production delays of key revenue-generating products, idle manufacturing facilities, and potential loss of access to important technology and parts for producing, servicing and supporting our products, any of which could result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, financial condition and operating results.

We may also be impacted by changes in our supply chain or production needs.

We have experienced in the past, and may experience in the future, cost increases from certain of our suppliers in order to meet our quality targets and development timelines as well as due to our design changes.

If we are unsuccessful in our efforts to control and reduce supplier costs, our operating results will suffer.

Any problems or delays in expanding Gigafactory Nevada or ramping and maintaining operations there could negatively affect the production and profitability of our products, such as Model 3, Model Y and our energy storage products.

In addition, the battery cells produced there store large amounts of energy.

To lower the cost of cell production and produce cells in high volume, we have vertically integrated the production of lithium-ion cells at Gigafactory Nevada, where we also manufacture battery packs and drive units for certain vehicles and energy storage products and assemble our Megapack product.

Production of lithium-ion cells at Gigafactory Nevada began in 2017, and we have no other direct experience in the production of lithium-ion cells.

Given the size and complexity of this undertaking, it is possible that future events could result in issues or delays in further ramping our products and expanding production output at Gigafactory Nevada.

In order to achieve our volume and gross margin targets for our vehicles and energy storage products, we must continue to sustain and ramp significant cell production at Gigafactory Nevada, which, among other things, requires Panasonic to successfully operate and further ramp its cell production lines at significant volumes.

While we have largely overcome this bottleneck after deploying multiple semi-automated lines and improving our original lines, additional bottlenecks may arise as we continue to increase the production rate and introduce new lines.

Any issues or delays in meeting our projected timelines, costs and production at or funding the ramp of Gigafactory Shanghai, or any difficulties in generating and maintaining local demand for vehicles manufactured there, could adversely impact our business, prospects, operating results and financial condition.

Currently, we have installed annual production capacity for 150,000 Model 3 vehicles there that we believe we will eventually be able to push to actual rates of production in excess of such number, and we have commenced construction of the next phase of Gigafactory Shanghai to add Model Y manufacturing capacity at least equivalent to that for Model 3.

We have limited experience to date with operating manufacturing facilities abroad, and only recently began to sell Model 3 in China.

In particular, local manufacturing is critical to our expansion and sales in China, which is the largest market for electric vehicles in the world.

| --- | --- |

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 discussion related to changes in financial condition and the results of operations for fiscal year 2018-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 2019, which was filed with the Securities and Exchange Commission on February 13, 2020.

Overview and 2020 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.

In 2020, we produced 509,737 vehicles and delivered 499,647 vehicles.

We are currently focused on increasing vehicle production and capacity, developing and ramping our battery cell technology, increasing the affordability of our vehicles, expanding our global infrastructure and introducing our next vehicles.

In 2020, we deployed 3.02 GWh of energy storage products and 205 megawatts of solar energy systems.

We are currently focused on ramping production of energy storage products, improving our Solar Roof installation capability and efficiency and increasing market share of retrofit solar energy systems.

In 2020, we recognized total revenues of $31.54 billion, representing an increase of $6.96 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 2020, our net income attributable to common stockholders was $721 million, representing a favorable change of $1.58 billion compared to the prior year.

In 2020, our operating margin was 6.3%, representing a favorable change of 6.6% compared to the prior year.

We continue to focus on operational efficiencies, while we have seen an acceleration of non-cash stock-based compensation expense due to a rapid increase in our market capitalization and updates to our business outlook.

We ended 2020 with $19.38 billion in cash and cash equivalents, representing an increase of $13.12 billion from the end of 2019.

Our cash flows from operating activities during 2020 was $5.94 billion, compared to $2.41 billion during 2019, and capital expenditures amounted to $3.16 billion during 2020, compared to $1.33 billion during 2019.

Sustained growth has allowed our business to generally fund itself, but we will continue a number of capital-intensive projects in upcoming periods.

Management Opportunities, Challenges and Risks and 2021 Outlook

Impact of COVID-19 Pandemic

There continues to be worldwide impact from the COVID-19 pandemic.

While we have been relatively successful in navigating such impact to date, we have previously been affected by temporary manufacturing closures, employment and compensation adjustments, and impediments to administrative activities supporting our product deliveries and deployments.

There are also ongoing related risks to our business depending on the progression of the pandemic, and recent trends in certain regions have indicated potential returns to limited or closed government functions, business activities and person-to-person interactions.

Global trade conditions and consumer trends may further adversely impact us and our industries.

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 microchip supply, and it is yet unknown how we may be impacted.

Please see the “Results of Operations” section of this Item below and certain risk factors described in Part I, Item 1A, Risk Factors in this Annual Report on Form 10-K, particularly the first risk factor included there, for more detailed descriptions of the impact and risks to our business.

We cannot predict the duration or direction of current global trends from this pandemic, the sustained impact of which is largely unknown, is rapidly evolving and has varied across geographic regions.

Ultimately, we continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate, and we will have to accurately project demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly.

*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 and Model X | | Active |

| | | Model 3 and Model Y | | Active |

| Gigafactory Shanghai | | Model 3 and Model Y | | Active |

| Gigafactory Berlin | | Model Y | | Constructing manufacturing facilities |

| Gigafactory Texas | | Model Y | | Constructing manufacturing facilities |

We transact business globally in multiple currencies and hence have foreign currency risks related to our revenue, costs of [removed: revenue and] [added: revenue,] operating expenses [added: and localized subsidiary debt] denominated in currencies other than the U.S. dollar (primarily the [added: Chinese yuan,] euro, [removed: Japanese yen,] Canadian [removed: dollar, Chinese yuan] [added: dollar] and [removed: Norwegian krone).][added: British pound in relation to our current year operations).]

Accordingly, changes in exchange rates [removed: and, in particular, a strengthening of the U.S. dollar have in the past, and may in the future, negatively] affect our revenue and other operating results as expressed in U.S. dollars as we do not typically hedge foreign [removed: currency.][added: currency risk.]

For the year ended December 31, 2019, we recognized a net foreign currency gain of $48 million in other (expense) income, net, with our largest re-measurement exposures from the U.S. dollar, British pound and Canadian [removed: dollar as our subsidiaries are denominated in various local currencies.][added: dollar.]

For the year ended December 31, [removed: 2018,] [added: 2020,] we recognized a net foreign currency [removed: gain] [added: loss] of [removed: $2] [added: $114] million in other (expense) income, net, with our largest re-measurement exposures from the [removed: euro, New Taiwan dollar] [added: U.S. dollar, euro] and Canadian [removed: dollar.][added: dollar as our subsidiaries’ monetary assets and liabilities are denominated in various local currencies.]

These changes would have resulted in [removed: an adverse impact] [added: a benefit] of [removed: $362] [added: $8] million at December 31, [removed: 2019] [added: 2020] and [removed: $176] [added: an adverse impact of $362] million at December 31, [removed: 2018] [added: 2019] assuming no foreign currency hedging.

A hypothetical 10% change in [removed: our] interest rates [added: on our floating rate debt] would have increased or decreased our interest expense for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] by [removed: $8] [added: $4] million and [removed: $9] [added: $8] million, respectively.

[removed: | ITEM 8. | FINANCIAL STATEMENTS] [added: FINANCIAL STATEMENTS] AND SUPPLEMENTARY DATA [removed: |]

| [Report of Independent Registered Public Accounting Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) | | [removed: 62] [added: 51] |

| [Consolidated Balance Sheets](#Consolidated_Balance_Sheets) | | [removed: 65] [added: 54] |

| [Consolidated Statements of Operations](#Consolidated_Statements_of_Operations) | | [removed: 66] [added: 55] |

| [Consolidated Statements of Comprehensive [removed: Loss](#Consolidated_Statmnts_of_Cmprehnsve_Loss)] [added: Income (Loss)](#Consolidated_Statmnts_of_Cmprehnsve_Loss)] | | [removed: 67] [added: 56] |

| [Consolidated Statements of Redeemable Noncontrolling Interests and Equity](#Consolidated_Statements_of_Stockholders) | | [removed: 68] [added: 57] |

| [Consolidated Statements of Cash Flows](#Consolidated_Statements_of_Cash_Flows) | | [removed: 69] [added: 58] |

| [Notes to Consolidated Financial Statements](#Notes_to_Consolidated_Financial_Statemen) | | [removed: 70] [added: 59] |

We have audited the accompanying consolidated balance sheets of Tesla, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of operations, of comprehensive [removed: loss,] [added: income (loss),] of redeemable noncontrolling interests and equity and of cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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, [removed: 2019,] [added: 2020,] 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, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] 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, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

As described in Note 2 to the consolidated financial statements, the sales return reserve related to resale value guarantees or buyback options was [removed: $639] [added: $703] million as of December 31, [removed: 2019,] [added: 2020,] of which [removed: $93] [added: $202] million was short-term.

In circumstances where management does not believe the customer has a significant economic incentive to exercise the resale value guarantee or buyback option provided to [removed: them,] [added: them at contract inception,] the Company recognizes revenue when control transfers upon delivery to a customer as a sale with a right of return.

In circumstances where management believes the customer has a significant economic incentive to exercise the resale value guarantee or buyback [removed: option,] [added: option at contract inception,] the Company recognizes the transaction as an operating lease.

Management’s determination of whether there is a significant economic incentive includes comparing [removed: and considering] a vehicle’s estimated market value at the time the option is exercisable with the guaranteed resale value.

Sales return reserves are estimated based on historical experience plus [removed: estimates of] [added: consideration for] expected future market values.

On a quarterly basis, management [removed: reassesses] [added: assesses] the estimated future market values of vehicles under these programs, taking into account price adjustments on [removed: new vehicles] [added: vehicle offerings] and [removed: other] changes in market [removed: value] [added: conditions] subsequent to the initial sale to determine the need for changes to the reserve.

The principal considerations for our determination that performing procedures relating to automotive sales to customers with a resale value guarantee or buyback option is a critical audit matter are [removed: there was] [added: the] significant judgment by management in determining the sales return reserve when customers do not have a significant economic incentive to exercise their [removed: option.][added: option; this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the sales return reserve when customers do not have a significant economic incentive.]

This included evaluating the appropriateness of the model applied and the reasonableness of significant [removed: assumptions, including] [added: assumptions related to] historical experience and the estimated expected future market values used in the comparison to guaranteed resale amounts.

As described in Note 2 to the consolidated financial statements, total accrued warranty, which primarily relates to the automotive segment, was [removed: $1,089] [added: $1,468] million as of December 31, [removed: 2019.][added: 2020.]

The principal considerations for our determination that performing procedures relating to the automotive warranty reserve is a critical audit matter are [removed: there was] [added: the] significant judgment by management in determining the warranty [removed: reserve.][added: reserve; this in turn led to significant auditor judgment, subjectivity, and effort in performing procedures to evaluate the estimate of the nature, frequency and costs of future claims, and the audit effort involved the use of professionals with specialized skill and knowledge.]

This included evaluating the appropriateness of the model applied and the reasonableness of significant [removed: assumptions, including] [added: assumptions related to] the nature and frequency of future claims and the related costs to repair or replace items under warranty.

[removed: /s/PricewaterhouseCoopers] [added: /s/ PricewaterhouseCoopers] LLP

| | | December 31, | | | | December 31, | | | | [added: December 31, | | |]

| | | [added: 2020 | | | |] 2019 | | | | 2018 | | | [removed: |]

| Current assets | | | | | | | | | [removed: |]

| Cash and cash equivalents | | $ | [added: 19,384 | | | $ |] 6,268 | | | $ | 3,686 | | [removed: |]

| Accounts receivable, net | | | [removed: 1,324 |] [added: 1,886] | | | [removed: 949] | [added: 1,324] | |

| Inventory | | | [removed: 3,552 |] [added: 4,101] | | | [removed: 3,113] | [added: 3,552] | |

| Prepaid expenses and other current assets | | [removed: | 713 | | | | 366] [added: $] | [added: 17] | |

| Total current assets | | | [removed: 12,103 |] [added: 26,717] | | | [removed: 8,307] | [added: 12,103] | |

| Operating lease vehicles, net | | | [removed: 2,447 |] [added: 3,091] | | | [removed: 2,090] | [added: 2,447] | |

ITEM 8.

| Other non-current assets | | | 1,536 | | | | 1,470 | |

| (1) | Prior period results have been adjusted to reflect the five-for-one stock split effected in the form of a stock dividend in August 2020. See Note 1, *Overview*, for details. |

| | | | | | | | | | | | | |

| Less: Buy-out of noncontrolling interest | | | 31 | | | | 8 | | | | — | |

| Net income (loss) used in computing net income (loss) per share of common stock | | $ | 690 | | | $ | (870 | ) | | $ | (976 | ) |

| Basic | | $ | 0.74 | | | $ | (0.98 | ) | | $ | (1.14 | ) |

| Diluted | | $ | 0.64 | | | $ | (0.98 | ) | | $ | (1.14 | ) |

| Basic | | | 933 | | | | 887 | | | | 853 | |

| Diluted | | | 1,083 | | | | 887 | | | | 853 | |

| (1) | Prior period results have been adjusted to reflect the five-for-one stock split effected in the form of a stock dividend in August 2020. See Note 1, *Overview*, for details. |

| Adjustments for prior periods from adopting ASU 2016-13 | | | | | | | | — | | | | — | | | | — | | | | (37 | ) | | | — | | | | (37 | ) | | | — | | | | (37 | ) |

| Reclassification between equity and mezzanine equity for convertible senior notes | | | — | | | | | — | | | | — | | | | (51 | ) | | | — | | | | — | | | | (51 | ) | | | — | | | | (51 | ) |

| Issuance of common stock in public offerings, net of issuance costs of $68 (1) | | | — | | | | | 34 | | | | 0 | | | | 12,269 | | | | — | | | | — | | | | 12,269 | | | | — | | | | 12,269 | |

| Buy-outs of noncontrolling interests | | | (4 | ) | | | | — | | | | — | | | | (31 | ) | | | — | | | | — | | | | (31 | ) | | | — | | | | (31 | ) |

| Net income | | | 25 | | | | | — | | | | — | | | | — | | | | 721 | | | | — | | | | 721 | | | | 116 | | | | 837 | |

| Balance as of December 31, 2020 | | $ | 604 | | | | | 960 | | | $ | 1 | | | $ | 27,260 | | | $ | (5,399 | ) | | $ | 363 | | | $ | 22,225 | | | $ | 850 | | | $ | 23,075 | |

| (1) | Prior period results have been adjusted to reflect the five-for-one stock split effected in the form of a stock dividend in August 2020. See Note 1, *Overview*, for details regarding stock split and public offerings. |

| Net income (loss) | | $ | 862 | | | $ | (775 | ) | | $ | (1,063 | ) |

As of and following December 31, 2020, there has continued to be widespread impact from the coronavirus disease (“COVID-19”) pandemic.

In 2020, we temporarily suspended operations at each of our manufacturing facilities worldwide for a part of the first half of the year.

Some of our suppliers and partners also experienced temporary suspensions before resuming, including Panasonic, which manufactures battery cells for our products at our Gigafactory Nevada.

We also instituted temporary employee furloughs and compensation reductions while our U.S. operations were scaled back.

Finally, reduced operations or closures at motor vehicle departments, vehicle auction houses and municipal and utility company inspectors resulted in challenges in or postponements for our new vehicle deliveries, used vehicle sales, and energy product deployments.

By the second half of 2020, however, we resumed operations at all of our manufacturing facilities and have continued to increase our output and add additional capacity and work with each of our suppliers and government agencies on meeting, ramping and sustaining our production.

On the other hand, certain government regulations and shifting social behaviors have continued to limit or close non-essential transportation, government functions, business activities and person-to-person interactions.

In some cases, the relaxation of such trends has recently been followed by actual or contemplated returns to stringent restrictions on gatherings or commerce.

We cannot predict the duration or direction of such trends, which have also adversely affected and may in the future affect our operations.

On February 19, 2020, we completed a public offering of our common stock and issued a total of 15.2 million shares (as adjusted to give effect to the Stock Split, as described in the paragraph below), for total cash proceeds of $2.31 billion, net of underwriting discounts and offering costs of $28 million.

On August 10, 2020, our Board of Directors declared a five-for-one split of the Company’s common stock effected in the form of a stock dividend (the “Stock Split”).

Each stockholder of record on August 21, 2020 received a dividend of four additional shares of common stock for each then-held share, distributed after close of trading on August 28, 2020.

All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Stock Split.

On September 1, 2020, we entered into an Equity Distribution Agreement with certain sales agents to sell $5.00 billion in shares of our common stock from time to time through an “at-the-market” offering program.

Such sales were completed by September 4, 2020 and settled by September 9, 2020, with the sale of 11,141,562 shares of common stock resulting in gross proceeds of $5.00 billion and net proceeds of $4.97 billion, net of sales agents’ commissions of $25 million and other offering costs of $1 million.

On December 8, 2020, we entered into a separate Equity Distribution Agreement with certain sales agents to sell $5.00 billion in shares of our common stock from time to time through an “at-the-market” offering program.

Such sales were completed by December 9, 2020 and settled by December 11, 2020, with the sale of 7,915,589 shares of common stock resulting in gross proceeds of $5.00 billion and net proceeds of $4.99 billion, net of sales agents’ commissions of $13 million and other offering costs of $1 million.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets.

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.

| --- | --- |

This in turn led to high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating evidence in the sales return reserve when customers do not have a significant economic incentive.

This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures to evaluate the estimate of the nature, frequency and costs of future claims, and the audit effort involved the use of professionals with specialized skill and knowledge.

February 13, 2020

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets | | | | | | | | | |

| Restricted cash | | | 246 | | | | 193 | | |

| MyPower customer notes receivable, net of current portion | | | 393 | | | | 422 | | |

| Other assets | | | 808 | | | | 572 | | |

| Basic | | | (4.92 | ) | | $ | (5.72 | ) | | $ | (11.83 | ) |

| Diluted | | | (4.92 | ) | | $ | (5.72 | ) | | $ | (11.83 | ) |

| Basic | | | 177 | | | | 171 | | | | 166 | |

| Diluted | | | 177 | | | | 171 | | | | 166 | |

| Reclassification adjustment for net gains on derivatives into net loss | | | — | | | | — | | | | (6 | ) |

| Balance as of December 31, 2016 | | $ | 367 | | | | | 162 | | | $ | 0 | | | $ | 7,774 | | | $ | (2,997 | ) | | $ | (24 | ) | | $ | 4,753 | | | $ | 785 | | | $ | 5,538 | |

| Adjustment of prior periods due to adoption of Accounting Standards Update No. 2016-09 | | | — | | | | | — | | | | — | | | | 15 | | | | (15 | ) | | | — | | | | — | | | | — | | | | — | |

| Net loss | | | (58 | ) | | | | — | | | | — | | | | — | | | | (1,962 | ) | | | — | | | | (1,962 | ) | | | (221 | ) | | | (2,183 | ) |

| Issuance of common stock in May 2019 public offering at $243.00 per share, net of issuance costs of $15 | | | — | | | | | 3 | | | | 0 | | | | 848 | | | | — | | | | — | | | | 848 | | | | — | | | | 848 | |

| Loss related to SolarCity acquisition | | | — | | | | — | | | | 58 | |

| Resale value guarantee | | | (150 | ) | | | (111 | ) | | | 209 | |

| Purchase of convertible note hedges | | | (476 | ) | | | — | | | | (204 | ) |

| Proceeds from settlement of convertible note hedges | | | — | | | | — | | | | 287 | |

| Payments for settlements of warrants | | | — | | | | — | | | | (230 | ) |

In addition, estimates and assumptions are used for the accounting for business combinations, including the fair values and useful lives of acquired assets, assumed liabilities and noncontrolling interests.

Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Actual results could differ from those estimates.

Adoption of new accounting standards

ASU 2014-09, *Revenue - Revenue from Contracts with Custome*rs.

As a policy election, the new revenue standard was applied only to contracts that were not substantially completed as of the date of adoption.

We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the January 1, 2018 opening balance of accumulated deficit.

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.

A majority of our automotive sales revenue is recognized when control transfers upon delivery to customers.

For certain vehicle sales where revenue was previously deferred as an in-substance operating lease, such as certain vehicle sales to customers or leasing partners with a resale value guarantee, we recognize revenue when the vehicles are delivered as a sale with a right of return.

As a result, the corresponding operating lease asset, deferred revenue, and resale value guarantee balances as of December 31, 2017, were reclassified to accumulated deficit as part of our adoption entry.

Furthermore, the warranty liability related to such vehicles has been accrued as a result of the change from in-substance operating leases to vehicle sales.

Prepayments on contracts that can be cancelled without significant penalties, such as vehicle maintenance plans, have been reclassified from deferred revenue to customer deposits.

Refer to the *Automotive Sales Revenue* and *Automotive Leasing Revenue* sections below for further discussion of the impact on various categories of vehicle sales.

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.

The two programs that are still being recorded as operating leases are discussed in further detail below in *Vehicle Sales to Leasing Partners with a Resale Value Guarantee and a Buyback Option* and *Vehicle Sales to Customers with a Resale Value Guarantee where Exercise is Probable.*

Prior to the adoption of the new revenue standard, all transactions with resale value guarantees were recorded as operating leases.

We design, develop, manufacture, sell and lease high-performance fully electric vehicles and energy generation and storage systems, and offer services related to our [added: sustainable energy] products.

We emphasize performance, attractive styling and the safety of our users and workforce in the design and manufacture of our [removed: products,] [added: 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 services tailored to our [removed: vehicles.][added: products.]

Our [removed: sustainable energy products, engineering expertise, intense focus] [added: mission] to accelerate the world’s transition to sustainable [removed: energy and achieve the benefits of autonomous driving, and] [added: energy, engineering expertise, vertically integrated] business model [added: and focus on user experience] differentiate us from other companies.

[removed: Our approach to the solar business emphasizes] [added: 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.

[removed: Drawing on our solar business expertise, we can] [added: We] also offer integrated systems combining energy generation and storage.

The automotive segment includes the design, development, manufacturing, [removed: sales,] [added: sales] and leasing of electric vehicles as well as sales of automotive regulatory credits.

Additionally, the automotive segment is also comprised of services and other, which includes non-warranty after-sales vehicle services, sales of used vehicles, retail merchandise, sales by our acquired subsidiaries to third party [removed: customers,] [added: customers] and vehicle insurance revenue.

The energy generation and storage segment includes the design, manufacture, installation, [removed: sales,] [added: sales] and leasing of solar energy generation and energy storage [removed: products, services] [added: products and] related [removed: to such products,] [added: services] and sales of solar energy [removed: system] [added: systems] incentives.

Model Y is a compact sport utility vehicle (“SUV”) built on the Model 3 platform with [removed: the capability for] seating for up to seven adults, which we began [removed: producing in January 2020 and expect to commence] delivering in [removed: the first quarter of] [added: March] 2020.

We currently manufacture Model [removed: Y] [added: 3] at the Fremont [removed: Factory, and are further ramping production there] [added: Factory] and [removed: making preparations for production next] at Gigafactory Shanghai.

Model S and Model X feature the highest performance characteristics and longest ranges that we offer in a sedan and SUV, [removed: respectively.][added: respectively, and we manufacture both models at the Fremont Factory.]

We [added: currently] manufacture Model [removed: S and Model X] [added: Y] at the Fremont [removed: Factory.][added: Factory and at Gigafactory Shanghai.]

[removed: In addition, we] [added: We] have [removed: unveiled a number of] [added: also announced several] planned electric vehicles to address [removed: a broader cross-section of the] [added: additional] vehicle [removed: market,] [added: markets,] including specialized consumer electric vehicles in Cybertruck and the new Tesla Roadster and a commercial electric vehicle in Tesla Semi.

Energy [added: Generation and] Storage [removed: Products]

Powerwall is [removed: a 13.5 kilowatt hour (“kWh”) rechargeable lithium-ion battery with integrated inverter,] designed to store energy at a home or small commercial facility.

[removed: Powerpack and] Megapack [added: and Powerpack] are [removed: fully integrated] energy storage solutions for commercial, industrial, utility and energy generation customers, [removed: comprised of up to 232kWh (AC) battery packs and up to 700 kilovolt-ampere (at 480V) inverters for Powerpack and up to 3 megawatt hour (“MWh”) (AC) battery packs and up to 1.54 megavolt-ampere inverters for Megapack, multiple units of] which may be grouped together to form larger [removed: installations,] [added: installations] capable of reaching gigawatt hours (“GWh”) or greater.

We [added: have] also [removed: develop and advance our] [added: developed] software capabilities for [removed: the control] [added: remotely controlling] and [removed: optimal dispatch of] [added: dispatching our] energy storage systems across a wide range of markets and applications, [removed: which can be sent to our systems] [added: including] through [removed: over-the-air updates.][added: our real-time energy trading platform.]

[removed: Solar] [added: Solar] Energy [removed: Offerings][added: Offerings]

We purchase [removed: the majority] [added: most] of [removed: these components, and we do so] [added: the components for our retrofit solar energy systems] from multiple sources to ensure competitive pricing and adequate supply.

[removed: In addition to selling] [added: We sell] retrofit solar energy systems to customers and [removed: certain] channel [removed: partners, we] [added: partners and] also make them available through lease and power purchase agreement (“PPA”) [removed: arrangements, currently with 20-year terms and typically with renewal options,] [added: arrangements] and a subscription-based sale of solar power, which is currently available in [removed: California.][added: limited U.S. markets.]

In 2019, we commenced direct customer and channel partner sales of the third generation of our Solar Roof, which [removed: features aesthetically pleasing and durable] [added: combines premium] glass [removed: roofing] [added: roof] tiles [removed: designed to complement the architecture of homes and commercial buildings while turning sunlight into electricity.][added: with energy generation.]

We are ramping the volume production of [removed: this version of the] Solar Roof at Gigafactory New York, and [added: we] are [removed: increasing] [added: improving] our installation [removed: capabilities by training our personnel] [added: capability] and [removed: third party partners.][added: efficiency.]

Our core vehicle technology competencies include [removed: battery and] powertrain engineering and [removed: manufacturing, as well as] [added: manufacturing and] our ability to design vehicles that utilize the unique advantages of an electric powertrain.

[removed: Moreover,] [added: Among other things,] 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 [removed: vendors,] chemistry types and performance characteristics.

We offer dual motor powertrain vehicles, which use two electric motors to maximize traction and performance in an all-wheel drive [removed: configuration.][added: configuration, and are introducing vehicle powertrain technology featuring three electric motors for further increased performance.]

[removed: Vehicle] [added: Vehicle] Control and Infotainment [removed: Software][added: Software]

[removed: Drivers use the information and control] [added: Control] systems in our vehicles [removed: to] optimize performance, customize vehicle behavior, manage charging [removed: modes] and [removed: times and] control all infotainment functions.

We develop almost all of this software, including most of the user interfaces, [removed: internally.][added: internally and update our vehicles’ software regularly through over-the-air updates.]

We have expertise in developing technologies, systems and software to [removed: achieve] [added: enable] self-driving [removed: vehicles.][added: vehicles using primarily vision and radar-based sensors.]

Although at present the driver is ultimately responsible for controlling the vehicle, our systems provide safety and convenience functionality that [removed: allows our customers to rely on them] [added: relieves drivers of the most tedious and potentially dangerous aspects of road travel] much like the system that airplane pilots [removed: use] [added: use,] when conditions permit.

By taking a modular approach to the design of battery systems, we [removed: are able to maximize] [added: can optimize] manufacturing capacity [removed: to produce] [added: among] our [removed: Powerwall, Powerpack and Megapack] [added: energy storage] products.

Additionally, [removed: we are making significant strides] [added: our expertise] in [removed: the area of bi-directional, grid-tied] power electronics [removed: that enable] [added: enables] us to interconnect our battery systems seamlessly with global electricity grids while providing fast-acting systems for power injection and absorption.

[removed: Solar] [added: Solar] Energy [removed: Systems][added: Systems]

We have [removed: created] [added: established] significant in-house capabilities in the design and test engineering of electric vehicles and their components and systems.

Our team has core competencies in computer aided design [added: as well as durability, strength] and crash test simulations, which reduces the product development time of new models.

We have developed software that simplifies and expedites the design process and [removed: optimizes the design to maximize] [added: maximizes] the energy production of each [removed: system.][added: solar energy system, as well as mounting hardware that facilitates solar panel installation.]

[removed: Currently, our] [added: Our vehicle] sales channels [added: currently] include our website and an international network of company-owned stores.

In some [removed: states,] [added: jurisdictions,] we [removed: have] also [removed: opened] [added: have] galleries to educate and inform customers about our products, but such locations do not actually 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 [removed: vehicles and charging,] [added: vehicles,] maintain and strengthen the Tesla [removed: brand,] [added: brand] and obtain rapid customer feedback.

We also plan to introduce in the future a lower-cost vehicle to leverage developments in our proprietary Full Self-Driving (“FSD”), battery cell and other technologies.

We began deliveries of the most recent generations of Powerwall, Powerpack and Megapack, which are our lithium-ion battery energy storage products integrated with inverters and control technology, in 2016, 2017 and 2019, respectively.

Our energy storage products are currently assembled at Gigafactory Nevada.

We have designed our proprietary powertrain systems to be adaptable, efficient, reliable and cost-effective while withstanding the rigors of an automotive environment.

In order to enable a greater supply of cells for our products with higher energy density at lower costs, we are currently using our expertise to develop a new proprietary lithium-ion battery cell and improved manufacturing processes.

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.

As with other vehicle systems, we improve these functions in our vehicles over time through over-the-air updates.

We leverage many of the component-level technologies from our vehicles in our energy storage products.

We have also developed the software to remotely control and dispatch our energy storage systems using our real-time energy trading platform.

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 also incorporates our power electronics technologies.

We designed both products to integrate with Powerwall.

Additionally, our team has expertise in selecting and working with a range of materials for our vehicles to balance performance, cost and durability in ways that are best suited for our vehicles’ target demographics and utility.

We have also used our capabilities to achieve complex engineering feats in stamping, casting and thermal systems, and are currently developing designs that 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 exploring ways 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.

Our expertise in electrical, mechanical, civil and software engineering allows us to design and manufacture our energy generation and storage products and components.

We also employ our design and engineering expertise to customize solutions including our energy storage products, solar energy systems and/or Solar Roof for customers to meet their specific needs.

We also remarket used Tesla vehicles acquired from other sources including lease returns.

We have a growing global network of Tesla Superchargers, which are our industrial grade, high-speed vehicle chargers.

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.

We expect that this functionality will also allow us to offer certain options and features on a subscription basis in the future.

The connectivity of our vehicles also allows us to diagnose and remedy many problems remotely and proactively.

We provide a manufacturer’s limited warranty on all new and used Tesla vehicles we sell, which may include separate limited warranties on certain components, specific types of damage or battery capacity retention.

We provide service and repairs to our energy product customers, including under warranty where applicable.

We generally provide manufacturer’s limited warranties with every new energy storage product and offer certain extended limited warranties that are available at the time of purchase of the system.

As part of our energy storage system contracts, we may provide the customer with performance guarantees that warrant that the underlying system will meet or exceed the minimum energy performance requirements specified in the contract.

For components not manufactured by us, we generally pass-through the applicable manufacturers’ warranties.

As part of our solar energy system contracts, we may provide the customer with performance guarantees that warrant that the underlying system will meet or exceed the minimum energy generation requirements specified in the contract.

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.

We also offer vehicle financing arrangements in certain markets for specified vehicle models directly through our local subsidiaries.

We offer various financing options to our solar customers.

We also manufacture and develop certain parts and components that are critical to our intellectual property and quality standards, such as Model S and Model X battery packs and our proprietary lithium-ion battery cells, at these locations.

We have integrated battery material, cell, module and battery pack production for Model 3, Model Y and our energy products in one location at Gigafactory Nevada.

In addition, we manufacture vehicle drive units and our energy storage products there.

We continue to invest in Gigafactory Nevada to achieve additional output there, including through our agreement with Panasonic.

We established Gigafactory Shanghai 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.

We continue to increase the degree of localized procurement and manufacturing there.

We are the world’s first vertically integrated sustainable energy company, offering end-to-end clean energy products, including generation, storage and consumption.

We currently offer or are planning to introduce electric vehicles to address a wide range of consumer and commercial vehicle markets, including Model 3, Model Y, Model S, Model X, Cybertruck, Tesla Semi and a new Tesla Roadster.

In order to meet customers’ range, functionality and performance expectations, we have employed our considerable design and vehicle engineering capabilities to overcome the design, styling and performance issues that have historically limited broad adoption of electric vehicles.

Combined with technical advancements in our powertrain system, Autopilot and Full Self-Driving (“FSD”) hardware, and neural net, our electric vehicles boast advantages such as leading range and recharging flexibility; superior acceleration, handling and safety characteristics; a unique suite of user convenience and infotainment features; the ability to have additional features enabled through over-the-air updates; and savings in charging, maintenance and other costs of ownership.

In furtherance of our mission to accelerate the world’s transition to sustainable energy, we have also developed an expertise in solar energy systems.

We sell and lease retrofit solar energy systems for residential and commercial customers, and alternatively provide certain customers with access to our solar energy systems through power purchase or subscription-based arrangements.

We also offer the Solar Roof, which features attractive and durable glass roof tiles integrated with solar energy generation.

Finally, we have leveraged our technological expertise in batteries, energy management, power electronics, and integrated systems from our vehicle powertrain systems to develop and manufacture energy storage products, including Powerwall, Powerpack and Megapack.

These scalable systems may be used in homes, commercial facilities and on the utility grid, and are capable of numerous applications including backup or off-grid power, peak demand reduction, demand response, reducing intermittency of renewable energy generation, facilitation of the use of renewable energy generation over fossil fuel generation, and other grid services and wholesale electric market services.

Like our vehicles, our energy storage products can be remotely updated over-the-air with software or firmware improvements.

We currently manufacture Model 3 at the Fremont Factory as well as at Gigafactory Shanghai, where we are ramping production with an installed annual production capacity for 150,000 Model 3 vehicles.

We currently offer Model 3 in rear-wheel drive and dual motor all-wheel drive variants, including a Performance version of the latter.

We currently offer Model Y in dual motor all-wheel drive Long Range and Performance versions.

Model S introduced Tesla vehicle mainstays such as a large touchscreen driver interface, Autopilot hardware, over-the-air software updates, and fast charging through our Supercharger network.

Model X introduced features including unique falcon wing doors for easy access to passenger seating and an all-glass panoramic windshield.

These vehicles are equipped with a standard dual motor all-wheel drive powertrain, and are also available in Performance versions with enhanced acceleration and/or top speed and styling.

We began deliveries of the current generations of our Powerwall and Powerpack products in late 2016 and 2017, respectively, and of our Megapack product in late 2019.

Powerpack and Megapack can also be combined with renewable energy generation sources to create microgrids that provide communities with clean, resilient and affordable power.

The major components of our retrofit solar energy systems include solar panels that convert sunlight into electrical current, inverters that convert the electrical output from the panels to a usable current compatible with the electric grid, racking that attaches the solar panels to the roof or ground, electrical hardware that connects the solar energy system to the electric grid, and our monitoring device.

Our core intellectual property includes our electric powertrain and our work on developing self-driving technologies.

Our powertrain consists of our battery pack, power electronics, motor, gearbox, and control software.

We offer several powertrain variants for our vehicles that incorporate years of research and development.

In addition, we have designed our vehicles to incorporate the latest advances in consumer technologies, such as mobile computing, sensing, displays, and connectivity.

We optimize the design of the lithium-ion cells we use and of our battery packs to achieve high energy density at decreasing costs while also maintaining safety, reliability and long life in the rigors of an automotive environment.

Our proprietary technology includes systems for high density energy storage, cooling, safety, charge balancing, structural durability, and electronics management.

We have also pioneered advanced manufacturing techniques to manufacture large volumes of battery packs with high quality at low cost.

We believe that the flexibility that we have built into our designs, combined with our research and real-world performance data, will enable us to continue to evaluate new battery cells and optimize battery pack system performance and cost for our current and future vehicles.

The power electronics in our electric powertrain govern the flow of electrical current throughout our vehicles as needed, convert direct current from the battery pack into alternating current to drive our vehicles’ motors (and vice versa from an external electricity source to charge the battery pack), and provide regenerative braking functionality.

The primary technological advantages to our proprietary power electronics designs include the ability to drive large amounts of electrical current in a small physical package with high efficiency and low cost, and to recharge on a wide variety of electricity sources at home, at the office or on the road, including at our Superchargers.

Tesla’s dual motor powertrain digitally and independently controls torque to the front and rear wheels.

The near-instantaneous response of the motors, combined with low centers of gravity, provides drivers with controlled performance and increased traction control.

We are also developing vehicle powertrain technology featuring three electric motors for further increased performance.

There are numerous processors in our vehicles to control these functions, and we write custom firmware for many of these processors.

Software algorithms control traction, vehicle stability, the acceleration and regenerative braking of the vehicle, climate control and thermal management, and are also used extensively to monitor the charge state of the battery pack and to manage all of its safety systems.

We are equipping all new Tesla vehicles with hardware needed for full self-driving in the future, including a new powerful and proprietary on-board computer that we introduced in 2019.

This hardware suite enables field data from the on-board camera, radar, ultrasonics, and GPS to continually train and improve our neural network for real-world performance.

Currently, we offer in our vehicles certain advanced driver assist systems under our Autopilot and FSD options, including auto-steering, traffic aware cruise control, automated lane changing, automated parking, driver warning systems, and a Smart Summon feature that enables vehicles to be remotely summoned over short distances in parking lots and driveways.

These systems relieve our drivers of the most tedious and potentially dangerous aspects of road travel, and the field data feedback loops from the on-board hardware, as well as over-the-air firmware updates, allow us to improve them over time.

We are leveraging many of the component-level technologies from our vehicles to advance our energy storage products, including high density energy storage, cooling, safety, charge balancing, structural durability, and electronics management.

We are continually innovating and developing new technologies to facilitate the growth of our solar energy business.

In addition, [added: each of] the [removed: following] matters [removed: are] [added: below is] being disclosed pursuant to Item 103 of Regulation S-K because [removed: they relate] [added: it relates] to environmental regulations and aggregate civil penalties [added: that] could potentially exceed [removed: $100,000.][added: $1 million.]

The Bay Area Air Quality Management District [removed: (the “BAAQMD”)] [added: (“BAAQMD”)] has issued notices of violation to us relating to air permitting [added: and related compliance] for the Fremont Factory, but has not initiated formal proceedings.

[removed: Further, we assert] [added: We have disputed certain of these allegations and have asserted] that there has been no related adverse community or environmental impact.

[removed: While] [added: This is primarily relating to administrative requirements, but Tesla has continued to take back battery packs, and although] we cannot predict the outcome of this matter, including the final amount of any penalties, [added: we have filed our objection and] it is not expected to have a material adverse impact on our business.

We have also received [removed: an] [added: a follow-up] information request from the [removed: U.S. Environmental Protection Agency (the “EPA”)] [added: EPA] under Section 114(a) of the Clean Air Act of 1963, as amended (the “Clean Air Act”).

The EPA is reviewing the compliance of our Fremont Factory operations with applicable requirements under the Clean Air Act, and we are working with the EPA in responding [removed: to this request.][added: its requests for information.]

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.

While we have not yet resolved this matter, we remain in close communication with BAAQMD with respect to it.

We do not currently expect any material adverse impact on our business.

The German Umweltbundesamt has 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.

| --- | --- |

We dispute certain of these allegations and are working to resolve them with the BAAQMD.

| 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 $17.00 per share on June 28, 2010.

Holders

As of February 7, 2020, there were 1,685 holders of record of our common stock.

A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions.

Dividend Policy

We have never declared or paid cash dividends on our common stock.

We currently do not anticipate paying any cash dividends in the foreseeable future.

Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

Stock Performance Graph

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange 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, 2015 through December 31, 2019, 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, 2015 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.


Unregistered Sales of Equity Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

| ITEM 6. | SELECTED CONSOLIDATED FINANCIAL DATA |

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K and from the historical consolidated financial statements not included herein to fully understand factors that may affect the comparability of the information presented below (in millions, except per share data).

| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2019 (3) | | | | 2018 (2) | | | | 2017 | | | | 2016 (1) | | | | 2015 | | |

| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | $ | 24,578 | | | $ | 21,461 | | | $ | 11,759 | | | $ | 7,000 | | | $ | 4,046 | |

| Gross profit | | $ | 4,069 | | | $ | 4,042 | | | $ | 2,223 | | | $ | 1,599 | | | $ | 924 | |

| Loss from operations | | $ | (69 | ) | | $ | (388 | ) | | $ | (1,632 | ) | | $ | (667 | ) | | $ | (717 | ) |

| Net loss attributable to common stockholders | | $ | (862 | ) | | $ | (976 | ) | | $ | (1,962 | ) | | $ | (675 | ) | | $ | (889 | ) |

| Net loss per share of common stock attributable to common stockholders, basic and diluted | | $ | (4.92 | ) | | $ | (5.72 | ) | | $ | (11.83 | ) | | $ | (4.68 | ) | | $ | (6.93 | ) |

| Weighted average shares used in computing net loss per share of common stock, basic and diluted | | | 177 | | | | 171 | | | | 166 | | | | 144 | | | | 128 | |

| | | As of December 31, | | | | | | | | | | | | | | | | | | |

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |

| Working (deficit) capital | | $ | 1,436 | | | $ | (1,686 | ) | | $ | (1,104 | ) | | $ | 433 | | | $ | (29 | ) |

| Total assets | | | 34,309 | | | | 29,740 | | | | 28,655 | | | | 22,664 | | | | 8,068 | |

| Total long-term obligations | | | 15,532 | | | | 13,434 | | | | 15,348 | | | | 10,923 | | | | 4,126 | |

For the fiscal year ended December 31, [removed: 2019][added: 2020]

The aggregate market value of voting stock held by non-affiliates of the registrant, as of June 30, [removed: 2019,] [added: 2020,] the last day of the registrant’s most recently completed second fiscal quarter, was [removed: $31.54] [added: $160.57] 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, [removed: 2019).][added: 2020).]

As of February [removed: 7, 2020,] [added: 1, 2021,] there were [removed: 181,341,586] [added: 959,853,504] shares of the registrant’s Common Stock outstanding.

Portions of the registrant’s Proxy Statement for the [removed: 2020] [added: 2021] 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, [removed: 2019.][added: 2020.]

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2019][added: 2020]

| Item 1. | | [Business](#ITEM_1_BUSINESS) | | [removed: 1] [added: 4] |

| Item 1A. | | [Risk Factors](#ITEM_1A_RISK_FACTORS) | | [removed: 15] [added: 14] |

| Item 1B. | | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | [removed: 34] [added: 27] |

| Item 2. | | [Properties](#ITEM_2_PROPERTIES) | | [removed: 35] [added: 27] |

| Item 3. | | [Legal Proceedings](#LEGAL_PROCEEDINGS) | | [removed: 35] [added: 28] |

| Item 4. | | [Mine Safety Disclosures](#ITEM_4) | | [removed: 35] [added: 28] |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item_5)] [added: Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU)] | | [removed: 36] [added: 29] |

| Item 6. | | [Selected Consolidated Financial [removed: Data](#Item_6)] [added: Data](#ITEM_6_SELECTED_CONSOLIDATED_FINANCIAL_D)] | | [removed: 38] [added: 30] |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item_7)] [added: Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] | | [removed: 39] [added: 31] |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | [removed: 60] [added: 49] |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#Item_8)] [added: Data](#ITEM_8_FINANCIAL_STATEMEMTS_SUPPLEMENTAR)] | | [removed: 61] [added: 50] |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item_9) | | [removed: 127] [added: 107] |

| Item 9A. | | [Controls and Procedures](#Item_9A) | | [removed: 127] [added: 107] |

| Item 9B. | | [Other Information](#Item_9B) | | [removed: 128] [added: 107] |

| Item 10. | | [Directors, Executive Officers and Corporate Governance](#Item_10) | | [removed: 129] [added: 108] |

| Item 11. | | [Executive Compensation](#Item_11) | | [removed: 129] [added: 108] |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item_12) | | [removed: 129] [added: 108] |

| Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#Item_13) | | [removed: 129] [added: 108] |

| Item 14. | | [Principal Accountant Fees and Services](#Item_14) | | [removed: 129] [added: 108] |

| [removed: PART IV.] [added: [PART IV.](#PART_IV)] | | | | |

| Item 15. | | [Exhibits and Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | | [removed: 129] [added: 108] |

| Item 16. | | [Summary](#ITEM_16_SUMMARY) | | [removed: 155] [added: 125] |

These forward-looking statements include, but are not limited to, statements concerning [added: any potential future impact of the coronavirus disease (“COVID-19”) pandemic on] our [added: business, our] strategy, future operations, 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 market in which we operate, prospects and plans and objectives of management.

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.

| [Signatures](#SIGNATURES) | | | | 126 |

| [Signatures](#SIGNATURES) | | | | 156 |

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 [removed: sites,] [added: sites] and administrative and sales offices.

| Gigafactory Berlin | | Grunheide, Germany | | Owned |

| Gigafactory Texas | | Austin, Texas | | Owned |

| --- | --- |

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 $3.40 per share on June 28, 2010 as adjusted to give effect to the Stock Split.

Holders

As of February 1, 2021, there were 5,353 holders of record of our common stock.

A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions.

Dividend Policy

We have never declared or paid cash dividends on our common stock.

We currently do not anticipate paying any cash dividends in the foreseeable future.

Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

Stock Performance Graph

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange 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, 2016 through December 31, 2020, 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, 2016 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.

|  |

| --- |

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

| --- | --- |

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K and from the historical consolidated financial statements not included herein to fully understand factors that may affect the comparability of the information presented below (in millions, except per share data).

| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2020 | | | | 2019 (3) | | | | 2018 (2) | | | | 2017 | | | | 2016 (1) | | |

| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | $ | 31,536 | | | $ | 24,578 | | | $ | 21,461 | | | $ | 11,759 | | | $ | 7,000 | |

| Gross profit | | $ | 6,630 | | | $ | 4,069 | | | $ | 4,042 | | | $ | 2,223 | | | $ | 1,599 | |

| Income (loss) from operations | | $ | 1,994 | | | $ | (69 | ) | | $ | (388 | ) | | $ | (1,632 | ) | | $ | (667 | ) |

| Net income (loss) attributable to common stockholders | | $ | 721 | | | $ | (862 | ) | | $ | (976 | ) | | $ | (1,962 | ) | | $ | (675 | ) |

| Net income (loss) per share of common stock attributable to common stockholders (4) | | | | | | | | | | | | | | | | | | | | |

| Basic | | $ | 0.74 | | | $ | (0.98 | ) | | $ | (1.14 | ) | | $ | (2.37 | ) | | $ | (0.94 | ) |

| Diluted | | $ | 0.64 | | | $ | (0.98 | ) | | $ | (1.14 | ) | | $ | (2.37 | ) | | $ | (0.94 | ) |

| Weighted average shares used in computing net income (loss) per share of common stock (4) | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 933 | | | | 887 | | | | 853 | | | | 829 | | | | 721 | |

| Diluted | | | 1,083 | | | | 887 | | | | 853 | | | | 829 | | | | 721 | |

| | | As of December 31, | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2020 | | | | 2019 (3) | | | | 2018 (2) | | | | 2017 | | | | 2016 (1) | | |

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |

| Working capital (deficit) | | $ | 12,469 | | | $ | 1,436 | | | $ | (1,686 | ) | | $ | (1,104 | ) | | $ | 433 | |

| Total assets | | $ | 52,148 | | | $ | 34,309 | | | $ | 29,740 | | | $ | 28,655 | | | $ | 22,664 | |

| Total long-term liabilities | | $ | 14,170 | | | $ | 15,532 | | | $ | 13,434 | | | $ | 15,348 | | | $ | 10,923 | |

| (1) | We acquired SolarCity Corporation (“SolarCity”) on November 21, 2016. SolarCity’s financial results have been included in our financial results from the acquisition date as previously reported in our Annual Report on Form 10-K for the year ended December 31, 2016. |

| --- | --- |

| (2) | We adopted ASC 606 in 2018. Prior periods have not been revised. For further details, refer to Note 2, *Summary of Significant Accounting Policies*, of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. |

| --- | --- |

| (3) | We adopted ASC 842 in 2019. Prior periods have not been revised. For further details, refer to Note 2, *Summary of Significant Accounting Policies*, of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. |

| --- | --- |

| (4) | Prior period results have been adjusted to give effect to the Stock Split. See Note 1, *Overview*, of the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details. |

| --- | --- |

| 4.17 | | [Form of 1.25% Convertible Senior Note Due March 1, 2021 (included in Exhibit [removed: 4.19).](http://www.sec.gov/Archives/edgar/data/1318605/000119312514084484/d686051dex44.htm)] [added: 4.16).](http://www.sec.gov/Archives/edgar/data/1318605/000119312514084484/d686051dex44.htm)] | | 8-K | | 001-34756 | | 4.4 | | March 5, 2014 | | |

| 4.19 | | [Form of 2.375% Convertible Senior Note Due March 15, 2022 (included in Exhibit [removed: 4.21).](http://www.sec.gov/Archives/edgar/data/1318605/000119312517092269/d341621dex42.htm)] [added: 4.18).](http://www.sec.gov/Archives/edgar/data/1318605/000119312517092269/d341621dex42.htm)] | | 8-K | | 001-34756 | | 4.2 | | March 22, 2017 | | |

| [removed: 4.20] [added: 4.22] | | [Indenture, dated as of August 18, 2017, by and among the Registrant, SolarCity, and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1318605/000156459017017989/tsla-ex41_7.htm) | | 8-K | | 001-34756 | | 4.1 | | August 23, 2017 | | |

| [removed: 4.21] [added: 4.23] | | [Form of 5.30% Senior Note due August 15, 2025](http://www.sec.gov/Archives/edgar/data/1318605/000156459017017989/tsla-ex41_7.htm). | | 8-K | | 001-34756 | | 4.2 | | August 23, 2017 | | |

| [removed: 4.22] [added: 4.24] | | [Indenture, dated as of [removed: September 30,] [added: October 15,] 2014, between SolarCity and [removed: Wells Fargo Bank,] [added: U.S. Bank] National [removed: Association](http://www.sec.gov/Archives/edgar/data/1408356/000119312514364676/d795789dex41.htm)] [added: Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm)] | | [removed: 8-K(1)] [added: S-3ASR(1)] | | [removed: 001-35758] [added: 333-199321] | | 4.1 | | October [removed: 6,] [added: 15,] 2014 | | |

| [removed: 4.27] [added: 4.20] | | [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.](http://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm) | | 8-K | | 001-34756 | | 4.2 | | May 8, 2019 | | |

| [removed: 4.28] [added: 4.21] | | [Form of 2.00% Convertible Senior Notes due May 15, 2024 (included in Exhibit [removed: 4.27).](http://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)] [added: 4.20).](http://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)] | | 8-K | | 001-34756 | | [removed: 4.3] [added: 4.2] | | May 8, 2019 | | |

| [removed: 4.29] [added: 4.25] | | [Fourth Supplemental Indenture, dated as of October 15, 2014, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2014/4-7](http://www.sec.gov/Archives/edgar/data/1408356/000119312514372769/d805349dex45.htm). | | 8-K(1) | | 001-35758 | | 4.5 | | October 15, 2014 | | |

| [removed: 4.30] [added: 4.26] | | [Eighth Supplemental Indenture, dated as of January 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/4-7.](http://www.sec.gov/Archives/edgar/data/1408356/000119312515025584/d860676dex45.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | January 29, 2015 | | |

| [removed: 4.31] [added: 4.27] | | [removed: [Ninth] [added: [Tenth] Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 4.00%] [added: 5.00%] Solar Bonds, Series [removed: 2015/5-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030929.htm)] [added: 2015/6-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm)] | | 8-K(1) | | 001-35758 | | [removed: 4.2] [added: 4.3] | | March 9, 2015 | | |

| [removed: 4.32] [added: 4.28] | | [removed: [Tenth] [added: [Eleventh] Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 5.00%] [added: 5.75%] Solar Bonds, Series [removed: 2015/6-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm)] [added: 2015/7-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm)] | | 8-K(1) | | 001-35758 | | [removed: 4.3] [added: 4.4] | | March 9, 2015 | | |

| [removed: 4.33] [added: 4.30] | | [removed: [Eleventh] [added: [Sixteenth] Supplemental Indenture, dated as of March [removed: 9,] [added: 19,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 5.75%] [added: 5.45%] Solar Bonds, Series [removed: 2015/7-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm)] [added: 2015/C5-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm)] | | 8-K(1) | | 001-35758 | | [removed: 4.4] [added: 4.6] | | March [removed: 9,] [added: 19,] 2015 | | |

| [removed: 4.34] [added: 4.29] | | [removed: [Fourteenth] [added: [Fifteenth] Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 3.60%] [added: 4.70%] Solar Bonds, Series [removed: 2015/C3-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex44_201503198.htm)] [added: 2015/C4-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm)] | | 8-K(1) | | 001-35758 | | [removed: 4.4] [added: 4.5] | | March 19, 2015 | | |

| [removed: 4.35] [added: 4.31] | | [removed: [Fifteenth] [added: [Twentieth] Supplemental Indenture, dated as of March [removed: 19,] [added: 26,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C4-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm)] [added: 2015/C9-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | March [removed: 19,] [added: 26,] 2015 | | |

| [removed: 4.36] [added: 4.32] | | [removed: [Sixteenth] [added: [Twenty-First] Supplemental Indenture, dated as of March [removed: 19,] [added: 26,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series [removed: 2015/C5-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm)] [added: 2015/C10-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm)] | | 8-K(1) | | 001-35758 | | 4.6 | | March [removed: 19,] [added: 26,] 2015 | | |

| [removed: 4.37] [added: 4.78] | | [removed: [Nineteenth] [added: [One Hundred-and-Sixty-Seventh] Supplemental Indenture, dated as of [removed: March 26,] [added: December 28,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series [removed: 2015/C8-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex44_201503268.htm)] [added: 2015/C135-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011647/scty-ex44_8.htm)] | | 8-K(1) | | 001-35758 | | 4.4 | | [removed: March 26,] [added: December 28,] 2015 | | |

| [removed: 4.38] [added: 4.34] | | [removed: [Twentieth] [added: [Thirtieth] Supplemental Indenture, dated as of [removed: March 26,] [added: April 9,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C9-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm)] [added: 2015/C19-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | [removed: March 26,] [added: April 9,] 2015 | | |

| [removed: 4.39] [added: 4.63] | | [removed: [Twenty-First] [added: [One Hundred-and-Twenty-First] Supplemental Indenture, dated as of [removed: March 26,] [added: August 31,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series [removed: 2015/C10-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm)] [added: 2015/C97-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015007649/scty-ex46_10.htm)] | | 8-K(1) | | 001-35758 | | 4.6 | | [removed: March 26,] [added: August 31,] 2015 | | |

| [removed: 4.40] [added: 4.33] | | [removed: [Twenty-Fifth] [added: [Twenty-Sixth] Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 3.60%] [added: 4.70%] Solar Bonds, Series [removed: 2015/C13-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex44_201504029.htm)] [added: 2015/C14-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm)] | | 8-K(1) | | 001-35758 | | [removed: 4.4] [added: 4.5] | | April 2, 2015 | | |

| [removed: 4.41] [added: 4.36] | | [removed: [Twenty-Sixth] [added: [Thirty-Fifth] Supplemental Indenture, dated as of April [removed: 2,] [added: 14,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C14-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm)] [added: 2015/C24-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | April [removed: 2,] [added: 14,] 2015 | | |

| [removed: 4.42] [added: 4.39] | | [removed: [Twenty-Ninth] [added: [Thirty-Ninth] Supplemental Indenture, dated as of April [removed: 9,] [added: 21,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 3.60%] [added: 5.45%] Solar Bonds, Series [removed: 2015/C18-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex44_201504098.htm)] [added: 2015/C28-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm)] | | 8-K(1) | | 001-35758 | | 4.4 | | April [removed: 9,] [added: 21,] 2015 | | |

| [removed: 4.43] [added: 4.40] | | [removed: [Thirtieth] [added: [Forty-Third] Supplemental Indenture, dated as of April [removed: 9,] [added: 27,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C19-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm)] [added: 2015/C32-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | April [removed: 9,] [added: 27,] 2015 | | |

| [removed: 4.44] [added: 4.35] | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex46_2015040910.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | April 9, 2015 | | |

| [removed: 4.45] [added: 4.37] | | [removed: [Thirty-Fourth] [added: [Thirty-Sixth] Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 3.60%] [added: 5.45%] Solar Bonds, Series [removed: 2015/C23-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex44_201504148.htm)] [added: 2015/C25-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm)] | | 8-K(1) | | 001-35758 | | [removed: 4.4] [added: 4.6] | | April 14, 2015 | | |

| [removed: 4.46] [added: 4.60] | | [removed: [Thirty-Fifth] [added: [One Hundred-and-Fifth] Supplemental Indenture, dated as of [removed: April 14,] [added: August 10,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C24-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm)] [added: 2015/C81-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015006839/scty-ex45_9.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | [removed: April 14,] [added: August 10,] 2015 | | |

| [removed: 4.47] [added: 4.41] | | [removed: [Thirty-Sixth] [added: [Forty-Fourth] Supplemental Indenture, dated as of April [removed: 14,] [added: 27,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series [removed: 2015/C25-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm)] [added: 2015/C33-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm)] | | 8-K(1) | | 001-35758 | | 4.6 | | April [removed: 14,] [added: 27,] 2015 | | |

| [removed: 4.48] [added: 4.38] | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex43_201504217.htm) | | 8-K(1) | | 001-35758 | | 4.3 | | April 21, 2015 | | |

| 4.49 | | [removed: [Thirty-Ninth] [added: [Sixty-Second] Supplemental Indenture, dated as of [removed: April 21,] [added: May 26,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series [removed: 2015/C28-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm)] [added: 2015/C45-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex45_201505269.htm)] | | 8-K(1) | | 001-35758 | | [removed: 4.4] [added: 4.5] | | [removed: April 21,] [added: May 26,] 2015 | | |

| 4.50 | | [removed: [Forty-Second] [added: [Seventieth] Supplemental Indenture, dated as of [removed: April 27,] [added: June 16,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 3.60%] [added: 4.70%] Solar Bonds, Series [removed: 2015/C31-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex44_201504279.htm)] [added: 2015/C52-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex44_201506168.htm)] | | 8-K(1) | | 001-35758 | | 4.4 | | [removed: April 27,] [added: June 16,] 2015 | | |

| [removed: 4.51] [added: 4.69] | | [removed: [Forty-Third] [added: [One Hundred-and-Forty-Third] Supplemental Indenture, dated as of [removed: April 27,] [added: October 30,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 4.70%] [added: 5.00%] Solar Bonds, Series [removed: 2015/C32-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm)] [added: 2015/25-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008995/scty-ex45_9.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | [removed: April 27,] [added: October 30,] 2015 | | |

| [removed: 4.52] [added: 4.70] | | [removed: [Forty-Fourth] [added: [One Hundred-and-Forty-Fourth] Supplemental Indenture, dated as of [removed: April 27,] [added: October 30,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 5.45%] [added: 5.75%] Solar Bonds, Series [removed: 2015/C33-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm)] [added: 2015/26-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008995/scty-ex46_10.htm)] | | 8-K(1) | | 001-35758 | | 4.6 | | [removed: April 27,] [added: October 30,] 2015 | | |

| [removed: 4.53] [added: 4.46] | | [removed: [Forty-Seventh] [added: [Fifty-Seventh] Supplemental Indenture, dated as of May [removed: 1,] [added: 18,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 4.00%] [added: 4.70%] Solar Bonds, Series [removed: 2015/11-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex44_2015042711.htm)] [added: 2015/C40-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm)] | | 8-K(1) | | 001-35758 | | 4.4 | | May [removed: 1,] [added: 18,] 2015 | | |

| [removed: 4.54] [added: 4.42] | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | May 1, 2015 | | |

| [removed: 4.55] [added: 4.43] | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex46_2015042710.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | May 1, 2015 | | |

| [removed: 4.56] [added: 4.44] | | [removed: [Fifty-First] [added: [Fifty-Second] Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 3.60%] [added: 4.70%] Solar Bonds, Series [removed: 2015/C35-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex43_201505117.htm)] [added: 2015/C36-10](http://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm).] | | 8-K(1) | | 001-35758 | | [removed: 4.3] [added: 4.4] | | May 11, 2015 | | |

| [removed: 4.57] [added: 4.48] | | [removed: [Fifty-Second] [added: [Sixty-First] Supplemental Indenture, dated as of May [removed: 11,] [added: 26,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C36-10](http://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm).] [added: 2015/C44-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex44_201505268.htm)] | | 8-K(1) | | 001-35758 | | 4.4 | | May [removed: 11,] [added: 26,] 2015 | | |

| [removed: 4.58] [added: 4.45] | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex45_201505119.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | May 11, 2015 | | |

| [removed: 4.59] [added: 4.47] | | [removed: [Fifty-Sixth] [added: [Fifty-Eighth] Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 3.60%] [added: 5.45%] Solar Bonds, Series [removed: 2015/C39-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex43_201505187.htm)] [added: 2015/C41-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm)] | | 8-K(1) | | 001-35758 | | [removed: 4.3] [added: 4.5] | | May 18, 2015 | | |

| [removed: 4.60] [added: 4.52] | | [removed: [Fifty-Seventh] [added: [Seventy-Fourth] Supplemental Indenture, dated as of [removed: May 18,] [added: June 22,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C40-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm)] [added: 2015/C56-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex44_201506228.htm)] | | 8-K(1) | | 001-35758 | | 4.4 | | [removed: May 18,] [added: June 23,] 2015 | | |

| [removed: 4.61] [added: 4.51] | | [removed: [Fifty-Eighth] [added: [Seventy-First] Supplemental Indenture, dated as of [removed: May 18,] [added: June 16,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series [removed: 2015/C41-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm)] [added: 2015/C53-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex45_201506169.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | [removed: May 18,] [added: June 16,] 2015 | | |

| 10.17 | | [Maxwell Technologies, Inc. 2005 Omnibus Equity Incentive Plan, as amended through May 6, 2010](http://www.sec.gov/Archives/edgar/data/0000319815/000119312510114706/dex101.htm) | | 8-K(2) | | 001-15477 | | 10.1 | | May 10, 2010 | | |

| 10.18 | | [Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/0000319815/000031981517000043/mxwl060217proxy.htm) | | 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.](http://www.sec.gov/Archives/edgar/data/0001318605/000156459020033670/tsla-ex104_150.htm) | | 10-Q | | 001-34756 | | 10.4 | | July 28, 2020 | | |

| 10.33†† | | [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](http://www.sec.gov/Archives/edgar/data/0001318605/000156459020033670/tsla-ex102_486.htm). | | 10-Q | | 001-34756 | | 10.2 | | July 28, 2020 | | |

| 10.38†† | | [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](http://www.sec.gov/Archives/edgar/data/0001318605/000156459020033670/tsla-ex103_487.htm)[.](http://www.sec.gov/Archives/edgar/data/1318605/000156459020033670/tsla-ex101_6.htm) | | 10-Q | | 001-34756 | | 10.3 | | July 28, 2020 | | |

| 10.42†† | | [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](http://www.sec.gov/Archives/edgar/data/0001318605/000156459020033670/tsla-ex101_95.htm). | | 10-Q | | 001-34756 | | 10.1 | | July 28, 2020 | | |

| 10.66 | | [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](http://www.sec.gov/Archives/edgar/data/1318605/000156459020033670/tsla-ex106_310.htm). | | 10-Q | | 001-34756 | | 10.6 | | July 28, 2020 | | |

| 10.73†† | | [Working Capital Loan Contact, dated as of May 7, 2020, between Industrial and Commercial Bank of China, China (Shanghai) Pilot Free Trade Zone Lingang Special Area Branch and Tesla (Shanghai) Co., Ltd.](http://www.sec.gov/Archives/edgar/data/1318605/000156459020033670/tsla-ex105_151.htm) | | 10-Q | | 001-34756 | | 10.5 | | July 28, 2020 | | |

| (2) | Indicates a filing of Maxwell Technologies, Inc. |

| --- | --- |

| Exhibit | | | | Incorporated by Reference | | | | | | | | Filed |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Number | | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date | | Herewith |

| | | | | | | | | | | | | |

| 4.23 | | [First Supplemental Indenture, dated as of November 21, 2016, between SolarCity and Wells Fargo Bank, National Association, as trustee to the Indenture, dated as of September 30, 2014, between SolarCity and Wells Fargo Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1318605/000119312516773705/d292845dex42.htm) | | 8-K | | 001-34756 | | 4.2 | | November 21, 2016 | | |

| 4.24 | | [Indenture, dated as of December 7, 2015, between SolarCity and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011312/scty-ex41_15.htm) | | 8-K(1) | | 001-35758 | | 4.1 | | December 7, 2015 | | |

| 4.25 | | [First Supplemental Indenture, dated as of November 21, 2016, between SolarCity and Wells Fargo Bank, National Association, as trustee to the Indenture, dated as of December 7, 2015, between SolarCity and Wells Fargo Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1318605/000119312516773705/d292845dex43.htm) | | 8-K | | 001-34756 | | 4.3 | | November 21, 2016 | | |

| 4.26 | | [Indenture, dated as of October 15, 2014, between SolarCity and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm) | | S-3ASR(1) | | 333-199321 | | 4.1 | | October 15, 2014 | | |

| 4.91 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015007969/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | September 15, 2015 | | |

| 4.92 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015007969/scty-ex46_10.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | September 15, 2015 | | |

| 4.93 | | [One Hundred-and-Thirty-Second Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C105-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008193/scty-ex44_8.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | September 29, 2015 | | |

| 4.94 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008193/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | September 29, 2015 | | |

| 4.95 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008193/scty-ex46_10.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | September 29, 2015 | | |

| 4.96 | | [One Hundred-and-Thirty-Seventh Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C110-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008369/scty-ex44_8.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | October 13, 2015 | | |

| 4.97 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008369/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | October 13, 2015 | | |

| 4.98 | | [One Hundred-and-Forty-Second Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/24-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008995/scty-ex44_8.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | October 30, 2015 | | |

| 4.99 | | [One Hundred-and-Forty-Third Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/25-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008995/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | October 30, 2015 | | |

| 4.100 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015008995/scty-ex46_10.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | October 30, 2015 | | |

| 4.101 | | [One Hundred-and-Forty-Seventh Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C115-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015009335/scty-ex44_8.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | November 4, 2015 | | |

| 4.102 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015009335/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | November 4, 2015 | | |

| 4.103 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015010841/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | November 17, 2015 | | |

| 4.104 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015010841/scty-ex46_10.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | November 17, 2015 | | |

| 4.105 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011167/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | November 30, 2015 | | |

| 4.106 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011167/scty-ex46_10.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | November 30, 2015 | | |

| 4.107 | | [One Hundred-and-Sixty-Second Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C130-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011493/scty-ex44_8.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | December 14, 2015 | | |

| 4.058 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011493/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | December 14, 2015 | | |

| 4.109 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011493/scty-ex46_10.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | December 14, 2015 | | |

| 4.110 | | [One Hundred-and-Sixty-Seventh Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 3.60% Solar Bonds, Series 2015/C135-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011647/scty-ex44_8.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | December 28, 2015 | | |

| 4.111 | | [One Hundred-and-Sixty-Eighth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C136-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011647/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | December 28, 2015 | | |

| 4.112 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015011647/scty-ex46_10.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | December 28, 2015 | | |

| 4.113 | | [One Hundred-and-Seventy-Second Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2016/3-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459016012103/scty-ex44_43.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | January 29, 2016 | | |

| 4.114 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459016012103/scty-ex45_44.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | January 29, 2016 | | |

| 4.115 | | [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.](http://www.sec.gov/Archives/edgar/data/1408356/000156459016012103/scty-ex46_45.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | January 29, 2016 | | |

| 4.116 | | [One Hundred-and-Seventy-Seventh Supplemental Indenture, dated as of February 26, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.25% Solar Bonds, Series 2016/8-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459016013573/scty-ex44_8.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | February 26, 2016 | | |

| 4.117 | | [One Hundred-and-Seventy-Ninth Supplemental Indenture, dated as of March 21, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.25% Solar Bonds, Series 2016/10-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459016015105/scty-ex43_34.htm) | | 8-K(1) | | 001-35758 | | 4.3 | | March 21, 2016 | | |

| 4.118 | | [One Hundred-and-Eighty-First Supplemental Indenture, dated as of June 10, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.25% Solar Bonds, Series 2016/12-5.](http://www.sec.gov/Archives/edgar/data/1408356/000156459016020494/scty-ex43_7.htm) | | 8-K(1) | | 001-35758 | | 4.3 | | June 10, 2016 | | |

| 10.24 | | [Form of Call Option Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024](http://www.sec.gov/Archives/edgar/data/1318605/000119312519135910/d730491dex101.htm). | | 8-K | | 001-34756 | | 10.1 | | May 3, 2019 | | |

| 10.25 | | [Form of Warrant Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024.](http://www.sec.gov/Archives/edgar/data/1318605/000119312519135910/d730491dex102.htm) | | 8-K | | 001-34756 | | 10.2 | | May 3, 2019 | | |

| 10.41 | | [Second Amendment, dated as of December 31, 2015, to ABL Credit Agreement, dated as of June 10, 2015, by and among the Registrant, Tesla Motors Netherlands B.V., certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, and the documentation agent, syndication agents, administrative agent, collateral agent and lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1318605/000156459016013195/tsla-ex1028b_206.htm) | | 10-K | | 001-34756 | | 10.28B | | February 24, 2016 | | |

| 10.42 | | [Third Amendment, dated as of February 9, 2016, to ABL Credit Agreement, dated as of June 10, 2015, by and among the Registrant, Tesla Motors Netherlands B.V., certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, and the documentation agent, syndication agents, administrative agent, collateral agent and lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1318605/000156459016013195/tsla-ex1028c_207.htm) | | 10-K | | 001-34756 | | 10.28C | | February 24, 2016 | | |

| Date: February [removed: 13, 2020] [added: 8, 2021] | | /s/ Elon Musk |

| /s/ Elon Musk | | Chief Executive Officer and Director (Principal Executive Officer) | | February [removed: 13, 2020] [added: 8, 2021] |

| /s/ Zachary J. Kirkhorn | | Chief Financial Officer (Principal Financial Officer) | | February [removed: 13, 2020] [added: 8, 2021] |

| /s/ Vaibhav Taneja | | Chief Accounting Officer (Principal Accounting Officer) | | February [removed: 13, 2020] [added: 8, 2021] |

| /s/ Robyn Denholm | | Director | | February [removed: 13, 2020] [added: 8, 2021] |

| /s/ Ira Ehrenpreis | | Director | | February [removed: 13, 2020] [added: 8, 2021] |

| /s/ Lawrence J. Ellison | | Director | | February [removed: 13, 2020] [added: 8, 2021] |

| /s/ Antonio J. Gracias | | Director | | February [removed: 13, 2020] [added: 8, 2021] |

| /s/ James Murdoch | | Director | | February [removed: 13, 2020] [added: 8, 2021] |

| /s/ Kimbal Musk | | Director | | February [removed: 13, 2020] [added: 8, 2021] |

| /s/ Kathleen Wilson-Thompson | | Director | | February [removed: 13, 2020] [added: 8, 2021] |

SIGNATURES

| /s/ Hiromichi Mizuno | | Director | | February 8, 2021 |

| Hiromichi Mizuno | | | | |

SIGNATURES

| /s/ Stephen T. Jurvetson | | Director | | February 13, 2020 |

| Stephen T. Jurvetson | | | | |