Tesla (TSLA) 10-K risk factor changes: FY2021 vs FY2020

[removed: You] [added: *You] should carefully consider the risks described below together with the other information set forth in this report, which could materially affect our business, financial condition and future results.

Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating [removed: results.][added: results.*]

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

[removed: We] [added: We] may be impacted by macroeconomic conditions resulting from the global COVID-19 [removed: pandemic.][added: pandemic.]

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

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

Similarly, increased demand for personal electronics has created a shortfall of [removed: microchip supply,] [added: semiconductors, which has caused challenges in our supply chain] and [removed: it is yet unknown how we may be impacted.][added: production.]

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

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

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

[removed: We] [added: We] may experience delays in launching and ramping the production of our products and features, or we may be unable to control our manufacturing [removed: costs.][added: costs.]

For example, we encountered unanticipated supplier issues that led to delays during the [added: initial] ramp of [added: our first] Model X and experienced challenges with a supplier and with ramping full automation for certain of our initial Model 3 manufacturing processes.

We may also experience similar future delays in launching and/or ramping production of our energy storage products and Solar Roof; new product versions or [removed: variants;] [added: variants such as the recently updated Model S and Model X;] new vehicles such as Tesla Semi, Cybertruck and the new Tesla Roadster; and future features and services [added: based on artificial intelligence,] such as new Autopilot or FSD [removed: features and the autonomous Tesla ride-hailing network.]

[removed: We] [added: We] may be unable to grow our global product sales, delivery and installation capabilities and our servicing and vehicle charging networks, or we may be unable to accurately project and effectively manage our [removed: growth.][added: growth.]

[removed: While we have improved our delivery logistics, we] [added: We] may face difficulties with deliveries at increasing volumes, particularly in international markets requiring significant transit times.

Likewise, as we ramp [removed: Solar Roof,] [added: our energy products,] we are working to substantially increase [removed: installation personnel] [added: our production] and [removed: decrease] installation [removed: times.][added: capabilities.]

If we [removed: are not successful in matching such capabilities with actual production, or if we] experience [removed: unforeseen] production delays or inaccurately forecast [removed: demand for the Solar Roof,] [added: demand,] our business, financial condition and operating results may be harmed.

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

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

We are still at an earlier stage [added: of development] and have limited resources and production relative to established competitors that offer internal combustion engine vehicles.

[removed: | | • |] perceptions about electric vehicle features, quality, safety, performance and cost; [removed: |]

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

[removed: | | • |] competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles; [removed: |]

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

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

[removed: | | • |] concerns about our future viability. [removed: |]

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

[removed: Our] [added: 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 [removed: effectively.][added: effectively.]

Our products contain thousands of parts [removed: that we purchase] [added: purchased] globally from hundreds of [removed: mostly] [added: suppliers, including] single-source direct suppliers, [removed: generally without long-term supply agreements.][added: which exposes us to multiple potential sources of component shortages.]

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

For example, a global shortage of [removed: microchips] [added: semiconductors] has been reported since early [removed: 2021,] [added: 2021] and [added: has caused challenges in] the [removed: impact to us is yet unknown.][added: manufacturing industry and impacted our supply chain and production as well.]

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 [removed: products.][added: products, as well as impact our capacity expansion and our ability to fulfill our obligations under customer contracts.]

Additionally, we may be unsuccessful in our continuous efforts to negotiate with existing suppliers to obtain cost reductions and avoid unfavorable changes to terms, source less expensive suppliers for certain parts and redesign certain parts to make them less expensive to [removed: produce.][added: produce, especially in light of the increases in materials pricing.]

[removed: We] [added: 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 [removed: there.][added: there.]

Our ability to increase production of our vehicles on a sustained basis, make them affordable globally by accessing local supply chains and workforces and streamline delivery logistics is dependent on the construction and ramp of [removed: Gigafactory Shanghai, Gigafactory Berlin] [added: our current] and [removed: Gigafactory Texas.][added: future factories.]

For example, we are currently constructing Gigafactory Berlin under conditional [added: permits in anticipation of being granted final] permits.

Moreover, we [added: will have to establish and ramp production of our proprietary battery cells and packs at our new factories, and we additionally] intend to incorporate sequential design and manufacturing changes into vehicles manufactured at each new factory.

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

Currently, we rely on suppliers such as Panasonic [added: and Contemporary Amperex Technology Co. Limited (CATL)] for these cells.

[removed: However, we] [added: We] have to date fully qualified only a very limited number [removed: of such suppliers and have limited flexibility in changing suppliers.]

During 2020, we temporarily suspended operations at each of our manufacturing facilities worldwide, and certain of our suppliers also shut down operations temporarily or permanently, including during the recently re-imposed lockdowns in certain parts of the world.

Temporary impediments to administrative activities supporting our operations also hampered our product deliveries and deployments.

Global trade conditions and consumer trends that originated during the pandemic continue to persist and may also have long-lasting adverse impact on us and our industries independently of the progress of the pandemic.

In addition, labor shortages resulting from the pandemic, including worker absenteeism, may lead to increased difficulty in hiring and retaining manufacturing and service workers, as well as increased labor costs.

We cannot predict the duration or direction of current global trends or their sustained impact.

functionalities, the autonomous Tesla ride-hailing network and robotics.

We have used alternative parts and programmed software to mitigate the challenges caused by these shortages, but there is no guarantee we may be able to continually do so as we scale production to meet our growth targets.

Additionally, if our suppliers do not accurately forecast and effectively allocate production or if they are not willing to allocate sufficient production to us, it may reduce our access to components and require us to search for new suppliers.

of such suppliers and have limited flexibility in changing suppliers.

government taxes, regulations and permit requirements; enforceability of our contractual rights; trade restrictions, customs regulations, tariffs and price or exchange controls; and preferences in foreign nations for domestically manufactured products.

For example, we are developing self-driving and driver assist technologies to rely on vision-based sensors, unlike alternative technologies in development that additionally require other redundant sensors.

There is no guarantee that any incremental changes in the specific equipment we deploy in our vehicles over time will not result in initial functional disparities from prior iterations or will perform as expected in the timeframe we anticipate, or at all.

Depending on the country, such arrangements are available for specified models and may include operating leases directly with us

As of December 31, 2021, we are currently in excess of such targets relating to investments and personnel in the State of New York and Buffalo.

In regions where we

Our information technology systems or data, or those of our service providers or customers or users could be subject to cyber-attacks or other security incidents, which could result in data breaches, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

While, we maintain information technology measures designed to protect us against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation, our systems and those of our service providers are potentially vulnerable to malware, ransomware, viruses, denial-of-service attacks, phishing attacks, social engineering, computer hacking, unauthorized access, exploitation of bugs, defects and vulnerabilities, breakdowns, damage, interruptions, system malfunctions, power outages, terrorism, acts of vandalism, security breaches, security incidents, inadvertent or intentional actions by employees or other third parties, and other cyber-attacks.

To the extent any security incident results in unauthorized access or damage to or acquisition, use, corruption, loss, destruction, alteration or dissemination of our data, including intellectual property and personal information, or our products or vehicles, or for it to be believed or reported that any of these occurred, it could disrupt our business, harm our reputation, compel us to comply with applicable data breach notification laws, subject us to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require us to verify the correctness of database contents, or otherwise subject us to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information.

This could result in increased costs to us and result in significant legal and financial exposure and/or reputational harm.

We also rely on service providers, and similar incidents relating to their information technology systems could also have a material adverse effect on our business.

There have been and may continue to be significant supply chain attacks.

Our service providers, including our workforce management software provider, have been subject to ransomware and other security incidents, and we cannot guarantee that our or our service providers’ systems have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in a security incident, or other disruption to, our or our service providers’ systems.

Our ability to monitor our service providers’ security measures is limited, and, in any event, malicious third parties may be able to circumvent those security measures.

Moreover, our proprietary information,

In March 2021, the NLRB adopted a portion of the recommendation and overturned others.

Tesla appealed the decision to the United States Circuit Court for the Fifth Circuit, which is currently pending.

For components not manufactured by us, we generally pass through to our customers the applicable manufacturers’ warranties, but may retain some warranty responsibilities for some or all of the life of such components.

from third party manufacturers.

Thereafter, we invested certain of such cash in bitcoin and also accepted bitcoin as a form of payment for sales of certain of our products in specified regions, subject to applicable laws, and suspended this practice in May 2021.

We believe in the long-term potential of digital assets both as an investment and also as a liquid alternative to cash.

As with any investment and consistent with how we manage fiat-based cash and cash equivalent accounts, we may increase or decrease our holdings of digital assets at any time based on the needs of the business and on our view of market and environmental conditions.

substantial costs, negative publicity and management attention, regardless of merit.

Increased scrutiny and changing expectations from stakeholders with respect to the Company's ESG practices may result in additional costs or risks.

Companies across many industries are facing increasing scrutiny related to their ESG practices.

Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments.

While our mission is to accelerate the world's transition to sustainable energy, if our ESG practices do not meet investor or other industry stakeholder expectations, which continue to evolve, we may incur additional costs and our brand, ability to attract and retain qualified employees and business may be harmed.

Moreover, the area in which our Gigafactory Texas is located experienced severe winter storms in the first quarter of 2021 that had a widespread impact on utilities and transportation.

Certain government and economic incentives may also be implemented that provide disproportionate benefits to manufacturers who assemble domestically, have local suppliers or have other characteristics that may not apply to Tesla.

increasing our cost of capital and adversely impacting our ability to attract investment partners and to form new financing funds for our solar and energy storage assets.

In addition, as we have increased our employee headcount and operations, we are and may continue to be subject to increased scrutiny, including litigation and government investigations relating to allegations such as discrimination and workplace misconduct, that we will need to defend against.

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.

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.

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.

We also frequently adjust our retail operations and product offerings in order to optimize our reach, costs, product line-up and model differentiation and customer experience.

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.

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

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

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.

This exposes us to multiple potential sources of component shortages, such as those that we experienced in 2012 and 2016 with our Model S and Model X ramps.

Although Panasonic has a long track record of producing high-quality cells at significant volume at its factories in Japan, it has relatively limited experience with cell production at Gigafactory Nevada, which began in 2017.

Moreover, although Panasonic is co-located with us at Gigafactory Nevada, it is free to make its own operational decisions, such as its determination to temporarily suspend its manufacturing there in response to the COVID-19 pandemic.

While

expansion and technological innovations.

We must manage risks relating to our information technology systems and the threat of intellectual property theft, data breaches and cyber-attacks.

We must also continue to maintain information technology measures designed to protect us against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation.

The National Labor Relations Board has not yet adopted the recommendation and we have appealed certain aspects of the recommended decision.

Holders of convertible senior notes issued by us or our subsidiary may convert such notes at their option prior to the scheduled maturities of the respective convertible senior notes under certain circumstances pursuant to the terms of such notes.

Upon conversion of the applicable convertible senior notes, we will be obligated to deliver cash and/or shares pursuant to the terms of such notes.

For example, as our stock price has significantly increased recently, we have seen higher levels of early conversions of such “in-the-money” convertible senior notes.

Moreover, holders of such convertible senior notes may have the right to require us to repurchase their notes upon the occurrence of a fundamental change pursuant to the terms of such notes.

As part of the policy, which was duly approved by the Audit Committee of our Board of Directors, we may invest a portion of such cash in certain alternative reserve assets including digital assets, gold bullion, gold exchange-traded funds and other assets as specified in the future.

Thereafter, we invested an aggregate $1.50 billion in bitcoin under this policy and may acquire and hold digital assets from time to time or long-term.

Moreover, we expect to begin accepting bitcoin as a form of payment for our products in the near future, subject to applicable laws and initially on a limited basis, which we may or may not liquidate upon receipt.

branding for our products and services.

For example, a $7,500 federal tax credit that was available in the U.S. for the purchase of our vehicles was reduced in phases during and ultimately ended in 2019.

We believe that this sequential phase-out likely pulled forward some vehicle demand into the periods preceding each reduction.

emissions that are often materially different from requirements in the U.S., thus resulting in additional investment into the vehicles and systems to ensure regulatory compliance in those countries.

Substantial expenses and operational changes may be required in connection with maintaining compliance with such laws, and in particular certain emerging privacy laws are still subject to a high degree of uncertainty as to their interpretation and application.

Moreover, in connection with certain of the convertible senior notes, we entered into convertible note hedge transactions, which are expected to reduce the potential dilution and/or offset potential cash payments we are required to make in excess of the principal amount upon conversion of the applicable notes.

We also entered into warrant transactions with the hedge counterparties, which could separately have a dilutive effect on our common stock to the extent that the market price per share of our common stock exceeds the applicable strike price of the warrants on the applicable expiration dates.

In addition, the hedge counterparties or their affiliates may enter into various transactions with respect to their hedge positions, which could also affect the market price of our common stock or the convertible senior notes.

[removed: The] [added: *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 [removed: 2018-related] [added: 2019-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 [removed: 2019,] [added: 2020,] which was filed with the Securities and Exchange Commission on February [removed: 13, 2020.][added: 8, 2021.*]

[removed: Overview] [added: Overview] and [removed: 2020 Highlights][added: 2021 Highlights]

We are currently focused on increasing vehicle production and capacity, [removed: developing] [added: improving] and [removed: ramping our] [added: developing] battery [removed: cell technology,] [added: technologies, improving our FSD capabilities,] increasing the affordability [added: and efficiency] of our [removed: vehicles,] [added: vehicles and] expanding our global [removed: infrastructure and introducing our next vehicles.][added: infrastructure.]

In [removed: 2020,] [added: 2021,] we deployed [removed: 3.02] [added: 3.99] GWh of energy storage products and [removed: 205] [added: 345] megawatts of solar energy systems.

We are currently focused on ramping production of energy storage products, improving our Solar Roof installation capability and [removed: efficiency] [added: efficiency,] and increasing market share of retrofit [added: and new build] solar energy systems.

In [removed: 2020,] [added: 2021,] we recognized total revenues of [removed: $31.54] [added: $53.82] billion, representing [removed: an] [added: a 71%] increase [removed: of $6.96 billion] compared to the prior year.

In [removed: 2020,] [added: 2021,] our net income attributable to common stockholders was [removed: $721 million,] [added: $5.52 billion,] representing a favorable change of [removed: $1.58 billion] [added: $4.80 billion,] compared to the prior year.

We ended [removed: 2020] [added: 2021] with [removed: $19.38] [added: $17.58] billion in cash and cash equivalents, representing [removed: an increase] [added: a decrease] of [removed: $13.12] [added: $1.81] billion from the end of [removed: 2019.][added: 2020.]

Our cash flows [removed: from] [added: provided by] operating activities during [removed: 2020] [added: 2021] was [removed: $5.94] [added: $11.50] billion, [added: representing an increase of $5.55 billion] compared to [removed: $2.41] [added: $5.94] billion during [removed: 2019,] [added: 2020,] and capital expenditures amounted to [removed: $3.16] [added: $6.48] billion during [removed: 2020,] [added: 2021,] compared to [removed: $1.33] [added: $3.16] billion during [removed: 2019.][added: 2020.]

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

[removed: Management] [added: Management] Opportunities, Challenges and Risks and [removed: 2021 Outlook][added: 2022 Outlook]

[removed: Impact] [added: *Impact] of COVID-19 [removed: Pandemic][added: Pandemic*]

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

[removed: Ultimately, we] [added: We will] 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.

| [removed: Production Location] [added: Production Location] | | [removed: Vehicle Model(s)] [added: Vehicle Model(s)] | | [removed: Production Status] [added: Production Status] |

| Fremont Factory | | Model S [removed: and] [added: /] Model X | | Active |

| | | Model 3 [removed: and] [added: /] Model Y | | Active |

| Gigafactory Shanghai | | Model 3 [removed: and] [added: /] Model Y | | Active |

| [added: TBD] | | Tesla Roadster | | In development |

However, these plans are subject to uncertainties inherent in establishing and ramping manufacturing operations, which may be exacerbated by the number of concurrent international [removed: projects] [added: projects, any industry-wide component constraints which may increase the number of manufacturing] and [added: production design workaround solutions required, labor shortages and] any future impact from events outside of our control such as the COVID-19 [removed: pandemic and any industry-wide component constraints.][added: pandemic.]

[removed: Automotive—Demand] [added: *Automotive—Demand] and [removed: Sales][added: Sales*]

Our cost reduction efforts and additional localized procurement and manufacturing are key to our vehicles’ affordability, and for [removed: example] [added: example,] have allowed us to competitively price our vehicles in China.

In addition to [removed: opening new factories] [added: ramping production] in [removed: 2021,] [added: 2022,] we will also continue to generate demand and brand awareness by improving our vehicles’ [added: performance and] functionality, including [removed: Autopilot, FSD] [added: through products based on artificial intelligence such as Autopilot] and [removed: software features,] [added: FSD,] and [removed: introducing anticipated future vehicles.][added: other software features.]

Moreover, we expect to [added: continue to] benefit from [added: a spike in demand in the automotive industry generally, as well as] ongoing electrification of the automotive sector and increasing environmental awareness.

[removed: Automotive—Deliveries] [added: *Automotive—Deliveries] and Customer [removed: Infrastructure][added: Infrastructure*]

[removed: In any case, as] [added: As] we [removed: expand,] [added: expand our manufacturing operations globally,] we will have to continue to increase and staff our delivery, servicing and charging [removed: infrastructure,] [added: infrastructure accordingly,] maintain our vehicle reliability and optimize our Supercharger locations to ensure [removed: cost-effectiveness] [added: cost effectiveness] and customer satisfaction.

[removed: Energy] [added: *Energy] Generation and Storage Demand, Production and [removed: Deployment][added: Deployment*]

We continue to increase the production of our energy storage products to meet high levels of [removed: demand.][added: demand, including beginning construction of our Megafactory in Lathrop, California, but such production is also sensitive to global component constraints.]

For Powerwall, better availability and growing grid stability concerns drive higher [added: customer] interest, and [added: we are emphasizing] cross-selling with our residential solar energy [removed: products will continue to benefit both product lines.][added: products.]

We remain committed to [removed: increasing] [added: growing] our retrofit solar energy business by offering a low-cost and simplified online ordering experience.

As these product lines grow, we will have to maintain adequate battery cell supply for our energy storage products and hire additional personnel, particularly skilled [removed: electricians] [added: electricians,] to support the ramp of Solar Roof.

*Cash [removed: Flow* *and* *Capital Expenditure* *Trends*][added: Flow and Capital Expenditure Trends*]

Our capital expenditures are typically difficult to project beyond the short term given the number and breadth of our core projects at any given time, and [added: may further be impacted by] uncertainties in future global market [removed: conditions resulting from the COVID-19 pandemic currently makes projections more challenging.][added: conditions.]

We are simultaneously ramping new products in the new Model S and Model X, [removed: Model Y] [added: Megapack] and Solar Roof, [removed: constructing or] ramping manufacturing facilities on three continents and piloting the development and manufacture of new battery cell technologies, and the pace of our capital spend may vary depending on overall priority among projects, the pace at which we meet milestones, production adjustments to and among our various products, increased capital efficiencies and the addition of new projects.

Owing and subject to the foregoing as well as the pipeline of announced projects under development and all other continuing infrastructure growth, we currently expect our capital expenditures to be [removed: $4.50] [added: between $5.00] to [removed: $6.00] [added: $7.00] billion in [removed: 2021] [added: 2022] and each of the next two fiscal years.

On the other hand, we are likely to see heightened levels of capital expenditures during certain periods depending on the specific pace of our capital-intensive [removed: projects.][added: projects and rising material prices and increasing supply chain and labor expenses resulting from changes in global trade conditions and labor availability associated with the COVID-19 pandemic.]

Moreover, as our stock price has significantly [removed: increased recently,] [added: increased,] we have seen higher levels of early conversions of “in-the-money” convertible senior notes, which obligates us to deliver cash and or shares pursuant to the terms of those notes.

[removed: Operating] [added: *Operating] Expense [removed: Trends][added: Trends*]

Additionally, we are increasingly focused on products and services based on artificial intelligence, robotics and automation.

In 2021, we produced 930,422 vehicles and delivered 936,222 vehicles.

We continue to focus on improving our profitability through production and operational efficiencies.

Beginning in the first quarter of 2021, there has been a trend in many parts of the world of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions.

On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains, such as increased port congestion, intermittent supplier delays and a shortfall of semiconductor supply.

Ultimately, we cannot predict the duration of the COVID-19 pandemic.

| | | | | |

| Gigafactory Berlin | | Model Y | | Equipment test |

| Gigafactory Texas | | Model Y | | Equipment test |

We are focused on ramping all of our production vehicles to their installed production capacities as well as increasing capacity at our current factories.

Our current production continues to be affected by the industry-wide semiconductor and other component shortages, requiring additional workaround manufacturing and production design solutions to be implemented which may be difficult to sustain.

Builds of Model Y in Gigafactory Texas and equipment testing through the vehicle production process in Gigafactory Berlin started in late 2021.

The next phase of production growth will depend on the testing and ramp at Gigafactory Berlin and Gigafactory Texas, as well as our ability to add to our available sources of battery cell supply by manufacturing our own cells that we are developing to have high-volume output, lower capital and production costs and longer range.

Consistent with our approach of innovating manufacturing techniques at our new factories, we expect as well to pioneer new methods related to the mass production of these cells and our unique structural battery pack concept.

Our goals are to improve vehicle performance, decrease production costs and increase affordability.

Moreover, as additional competitors enter the marketplace and help bring the world closer to sustainable transportation, we will have to continue to execute well to maintain our momentum.

Increasing the exports of vehicles manufactured at Gigafactory Shanghai has been effective in mitigating the strain on our deliveries in markets outside of the United States, and we expect to benefit further from situating additional factories closer to local markets.

For Megapack, energy storage deployments can vary meaningfully quarter to quarter depending on the timing of specific project milestones.

In addition, we continue to improve our installation capabilities and price efficiencies for Solar Roof by on-boarding and training new installers, as well as collaborating with real estate developers and builders on new homes to reduce installation time and costs.

We expect operating expenses to grow in 2022 as we are expanding our operations globally.

In the first quarter of 2021, we invested an aggregate $1.50 billion in bitcoin.

We believe in the long-term potential of digital assets both as an investment and also as a liquid alternative to cash.

As with any investment and consistent with how we manage fiat-based cash and cash-equivalent accounts, we may increase or decrease our holdings of digital assets at any time based on the needs of the business and our view of market and environmental conditions.

For example, in the year ended December 31, 2021, we recorded approximately $101 million of impairment losses resulting from changes to the carrying value of our bitcoin and gains of $128 million on certain sales of bitcoin by us.

Such return rate estimates are based on historical experience and are immaterial in all periods presented.

Due to the magnitude of our automotive business, accrued warranty balance is primarily related to our automotive segment.

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

| Automotive sales | | $ | 44,125 | | | $ | 24,604 | | | $ | 19,358 | | | $ | 19,521 | | | | 79 | % | | $ | 5,246 | | | | 27 | % |

| Automotive regulatory credits | | | 1,465 | | | | 1,580 | | | | 594 | | | | (115 | ) | | | \-7 | % | | | 986 | | | | 166 | % |

Our revenue from automotive regulatory credits is directly related to our new vehicle production, sales and pricing negotiated with our customers.

We monetize them proactively as new vehicles are sold based on standing arrangements with buyers of such credits, typically as close as possible to the production and delivery of the vehicle or changes in regulation impacting the credits.

Automotive sales revenue increased $19.52 billion, or 79%, in the year ended December 31, 2021 as compared to the year ended December 31, 2020, primarily due to an increase of 433,815 Model 3 and Model Y cash deliveries year over year from production ramping at both Gigafactory Shanghai and the Fremont Factory at a slightly higher combined average selling price from a higher proportion of Model Y sales offset by regional sales mix.

Additionally, we had a $365 million net release of our sales return reserve on vehicles sold with resale value guarantees, which increased our automotive sales revenue, due to actual return rates being lower than expected and increases in resale values of our vehicles in 2021.

Automotive regulatory credits revenue decreased $115 million, or 7%, in the year ended December 31, 2021 as compared to the year ended December 31, 2020, primarily due to changes in regulation which entitled us to additional credits in the prior year and changes in pricing in certain regions.

2021 compared to 2020

Energy generation and storage revenue increased by $795 million, or 40%, in the year ended December 31, 2021 as compared to the year ended December 31, 2020, primarily due to an increase in deployments of Megapack, solar cash and loan jobs, Powerwall and Solar Roof, partially offset by a decrease in Powerpack deployments as we phase out the product following the introduction of Megapack.

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

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

| --- | --- |

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

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.

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

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.

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

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

We recently announced updated versions of Model S and Model X featuring a redesigned powertrain and other improvements.

In 2021, we are focused on ramping these models on new manufacturing equipment, as well as production rates of Model 3 and Model Y, to at least the capacity that we have installed.

The next phase of production growth will depend on the construction of Gigafactory Berlin and Gigafactory Texas, each of which is progressing as planned for deliveries beginning in 2021.

Our goal is to continuously decrease production costs and increase the affordability of our vehicles.

We are continuing to develop and manufacture our own battery cells, with which we are targeting high-volume output, lower capital and production costs and longer range.

As cell supply is critical to our business, coupling this strategy with cells from our suppliers will help us stay ahead of any potential constraints.

On the other hand, there have been recent signs of recovery from competitors that experienced downturns in 2020, meaning that we will have to continue to execute well to maintain the momentum that we have gained relative to an ever-growing competitive landscape.

Situating our factories closer to local markets should mitigate the strain on our deliveries.

In addition, we are working to improve our installation capabilities for Solar Roof by on-boarding and training a large number of installers and reducing the installation time dramatically.

We also opportunistically strengthened our liquidity further through an at-the-market offering of common stock in December 2020, with net proceeds to us of approximately $4.99 billion.

In March 2018, our stockholders approved a performance-based stock option award to our CEO (the “2018 CEO Performance Award”), consisting of 12 vesting tranches contingent on the achievement of specified market capitalization and operational milestones.

We incur non-cash stock-based compensation expense for each tranche only after the related operational milestone initially becomes probable of being met based on a subjective assessment of our future financial performance, and if this happens following the grant date, we record at such time a cumulative catch-up expense that may be significant based on the length of time elapsed from the grant date.

Moreover, the remaining expense for that tranche is ratably recorded over the period remaining until the later of (i) the expected achievement of the relevant operational milestone (if it has not yet been achieved) and (ii) the expected achievement of the related market capitalization milestone (if it has not yet been achieved).

Upon vesting of a tranche, all remaining associated expense is recognized immediately.

Because the expected market capitalization achievements are generally later than the related expected operational milestone achievements, the achievement of the former earlier than expected may increase the magnitude of any catch-up expense and/or accelerate the rate at which the remaining expense is recognized.

During 2020, several operational milestones became probable and several tranches vested, including as a result of our market capitalization increasing rapidly, resulting in the recognition or acceleration of related expense earlier than anticipated and within a relatively short period of time.

As our market capitalization is unpredictable and our financial performance improves, it is possible that the earlier-than-planned recognition of such expenses will continue in the near term.

In January 2021, we updated our investment policy to provide us with more flexibility to further diversify and maximize returns on our cash that is not required to maintain adequate operating liquidity.

As part of the policy, we may invest a portion of such cash in certain specified alternative reserve assets.

Thereafter, we invested an aggregate $1.50 billion in bitcoin under this policy.

Moreover, we expect to begin accepting bitcoin as a form of payment for our products in the near future, subject to applicable laws and initially on a limited basis, which we may or may not liquidate upon receipt.

Automotive Sales Revenue

Our policy is to exclude taxes collected from a customer from the transaction price of automotive contracts.

We earn tradable credits in the operation of our automotive business under various regulations related to ZEVs, greenhouse gas, fuel economy and clean fuel.

We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements.

Payments for automotive regulatory credits are typically received at the point control transfers to the customer, or in accordance with payment terms customary to the business.

We recognize revenue on the sale of automotive regulatory credits at the time control of the regulatory credits is transferred to the purchasing party as automotive sales revenue in the consolidated statements of operations.

[removed: Foreign] [added: Foreign] Currency [removed: Risk][added: Risk]

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

We have also experienced, and will continue to experience, fluctuations in our net income [removed: (loss)] as a result of gains (losses) on the settlement and the re-measurement of monetary assets and liabilities denominated in currencies that are not the local currency (primarily consisting of our intercompany and cash and cash equivalents balances).

These changes were applied to our total monetary assets and liabilities denominated in currencies other than our local currencies at the balance sheet date to compute the impact these changes would have had on our net income [removed: (loss)] before income taxes.

These changes would have resulted in a [removed: benefit] [added: gain or loss] of [removed: $8] [added: $277] million at December 31, [removed: 2020] [added: 2021] and [removed: an adverse impact of $362] [added: $8] million at December 31, [removed: 2019] [added: 2020] assuming no foreign currency hedging.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

A hypothetical 10% change in interest rates on our floating rate debt would have increased or decreased our interest expense for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] by [removed: $4] [added: $2] million and [removed: $8] [added: $4] million, respectively.

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

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 dollar.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

| | | Page |

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

| [Report of Independent Registered Public Accounting Firm](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) | | 51 |

| [Consolidated Balance Sheets](#Consolidated_Balance_Sheets) | | 54 |

| [Consolidated Statements of Operations](#Consolidated_Statements_of_Operations) | | 55 |

| [Consolidated Statements of Comprehensive Income (Loss)](#Consolidated_Statmnts_of_Cmprehnsve_Loss) | | 56 |

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

| [Consolidated Statements of Cash Flows](#Consolidated_Statements_of_Cash_Flows) | | 58 |

| [Notes to Consolidated Financial Statements](#Notes_to_Consolidated_Financial_Statemen) | | 59 |

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Tesla, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

Changes in Accounting Principles

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenue from contracts with customers in 2018.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

[removed: Overview][added: Overview]

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

We also strive to lower the cost of ownership for our customers through continuous efforts to reduce manufacturing costs and by offering financial [added: and other] services tailored to our products.

[removed: Segment Information][added: Segment Information]

[removed: Our] [added: Our] Products and [removed: Services][added: Services]

[removed: Automotive][added: Automotive]

[removed: Model 3][added: Model 3]

Model 3 is a four-door mid-size sedan that we designed for manufacturability with a base price for mass-market [removed: appeal, which we began delivering in July 2017.][added: appeal.]

[removed: Model Y][added: Model Y]

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

[removed: Model] [added: Model] S and Model [removed: X][added: X]

Model [added: S is a four-door full-size sedan and Model] X is a mid-size SUV with seating for up to seven [removed: adults, which we began delivering in September 2015.][added: adults.]

[removed: Future] [added: Future] Consumer and Commercial Electric [removed: Vehicles][added: Vehicles]

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

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

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

Megapack [removed: and Powerpack are] [added: is an] energy storage [removed: solutions] [added: solution] for commercial, industrial, utility and energy generation customers, [added: multiple of] which may be grouped together to form larger installations [removed: capable] of [removed: reaching] gigawatt hours (“GWh”) or [removed: greater.][added: greater capacity.]

We [removed: have] also [removed: developed] [added: continue to develop] software capabilities for remotely controlling and dispatching our energy storage systems across a wide range of markets and applications, including through our real-time energy [removed: trading platform.][added: control and optimization platforms.]

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

We sell retrofit solar energy systems to customers and channel partners and also make them available through [removed: lease and] power purchase agreement (“PPA”) [removed: arrangements and a subscription-based sale of solar power, which is currently available in limited U.S. markets.][added: arrangements.]

[removed: In 2019, we commenced direct customer and channel partner sales of the third generation of] [added: We sell] our Solar Roof, which combines premium glass roof tiles with energy [removed: generation.][added: generation, directly to customers, as well as through channel customers.]

[removed: Technology][added: Technology]

[removed: Battery] [added: Battery] and [removed: Powertrain][added: Powertrain]

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

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

[removed: Self-Driving Development][added: Self-Driving Development]

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

By taking a modular approach to the design of battery systems, we can optimize manufacturing capacity [removed: among] [added: of] our energy storage products.

Additionally, our expertise in power electronics enables [removed: us to interconnect] our battery systems [removed: seamlessly] [added: to interconnect] with [removed: global] electricity grids while providing fast-acting systems for power injection and absorption.

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

[removed: Design] [added: Design] and [removed: Engineering][added: Engineering]

We are also expanding our manufacturing operations globally while [removed: exploring ways] [added: taking action] to localize our vehicle designs and production for particular markets, including country-specific market demands and factory optimizations for local workforces.

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

[removed: Sales] [added: Sales] and [removed: Marketing][added: Marketing]

[removed: Direct Sales][added: Direct Sales]

[removed: Used] [added: Used] Vehicle [removed: Sales][added: Sales]

[removed: Public Charging][added: Public Charging]

Supercharger stations are typically placed along well-traveled routes and in and around dense city centers to allow [removed: Tesla] vehicle owners the ability to enjoy quick, reliable and ubiquitous charging with convenient, minimal stops.

[removed: In-App Upgrades][added: 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 [removed: app.][added: app or through the in-vehicle user interface.]

In 2021, we began delivering new versions of the Model S and Model X, which offer higher performance and range.

Powerwall and Megapack are our lithium-ion battery energy storage products.

We continue to improve our installation capability and efficiency, including through collaboration with real estate developers and builders on new homes.

Automotive

Energy Generation and Storage

Energy Storage Products

Automotive

Energy Generation and Storage

Automotive

Energy Generation and Storage

Automotive

Energy Generation and Storage

Automotive

In 2021, we launched our insurance product using real-time driving behavior in select states, which offers rates that are often better than other alternatives and promotes safer driving.

Energy Generation and Storage

These incentives are available until June 2024 or June 2034, depending on the incentive and primarily offset related costs in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

This incentive offsets the related lease costs of the facility in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

As of December 31, 2021, we are in excess of such targets relating to investments and personnel in the State of New York and Buffalo.

These incentives offset the related costs of our facilities in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

This lower tax rate reduces the income tax provision in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

These incentives will offset the related costs in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Sales of these credits are recognized within automotive regulatory credits revenue in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our customers primarily benefit directly under these programs.

In certain instances our customers may transfer such credits to us as contract consideration.

In such transactions they are included as a component of energy generation and storage revenues in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Automotive

Energy Generation and Storage

Environmental, Social and Governance (ESG) and Human Capital Resources

ESG

The very purpose of Tesla's existence is to accelerate the world's transition to sustainable energy.

We believe the world cannot reduce carbon emissions without addressing both energy generation and consumption, and we are designing and manufacturing a complete energy and transportation ecosystem to achieve this goal.

As we expand, we are building each new factory to be more efficient and sustainably designed than the previous one, including with respect to waste reduction and water usage, and we are focused on reducing the carbon footprint of our supply chain.

We are committed to only sourcing responsibly produced materials, and our suppliers are required to provide evidence of management systems that ensure social, environmental and sustainability best practices in their own operations, as well as to demonstrate a commitment to responsible sourcing into their supply chains.

We have a zero-tolerance policy when it comes to child or forced labor and human trafficking by our suppliers and we look to the Organization for Economic Co-operation and Development Due Diligence Guidelines to inform our process and use feedback from our internal and external stakeholders to find ways to continually improve.

We are also driving safety in our own factories by focusing on worker engagement.

As our production volumes increase, our incidents per vehicle continue to drop.

We believe that sound corporate governance is critical to helping us achieve our goals, including with respect to ESG.

We continue to evolve a governance framework that exercises appropriate oversight of responsibilities at all levels throughout the company and manages its affairs consistent with high principles of business ethics.

Our ESG Sustainability Council is made up of leaders from across our company, and regularly presents to our Board of Directors, which oversees our ESG impacts, initiatives and priorities.

Our ability to retain our talented workforce is correlated to our compensation practices and culture of open communication.

| --- | --- |

Model S is a four-door full-size sedan that we began delivering in June 2012.

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.

We also offer integrated systems combining energy generation and storage.

Our energy storage products are currently assembled at Gigafactory Nevada.

We are ramping the volume production of Solar Roof at Gigafactory New York, and we are improving our installation capability and efficiency.

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

We intend to introduce financial services offerings for customers who purchase standalone energy storage products in the future.

We offer various financing options to our solar customers.

We are not a party to the loan agreement, and the third-party lender has no recourse against us with respect to the loan.

Our solar lease offers customers a fixed monthly fee at rates that typically translate into lower monthly utility bills and an electricity production guarantee.

We monetize the customer payments we receive from our leases and PPAs through funds we have formed with investors.

We also intend to introduce financial services offerings for our Solar Roof customers in the future.

These incentives are available until June 2024 or June 2034, depending on the incentive.

Gigafactory Berlin – Pending Grant

We have applied for a grant with the German government to improve the design, chemistry, manufacturing technology and recycling of lithium-ion battery cells for Gigafactory Berlin.

The grant was approved by the European Commission in January 2021 and its implementation will be subject to a grant agreement with the German government.

For a description of our material pending legal proceedings, please see [removed: Note 16, *Commitments] [added: *Note 15, Commitments] and Contingencies*, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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

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, we [removed: have] filed [removed: our] [added: a new] objection [added: in June 2021] and it is not expected to have a material adverse impact on our business.

In response to Tesla’s objection, the German Umweltbundesamt issued Tesla a revised fine notice dated April 29, 2021 in which it reduced the original fine amount to 1.45 million euro.

In April 2021, we received a notice from the Environmental Protection Agency (the “EPA”) alleging that Tesla failed to provide records demonstrating compliance with certain requirements under the applicable National Emission Standards for Hazardous Air Pollutants under the Clean Air Act of 1963, as amended, relating to Surface Coating of Automobiles and Light-Duty Trucks regulations.

Tesla has responded to all information requests from the EPA and refutes the allegations.

Tesla continues to cooperate with the EPA in resolving this matter, and it is not currently expected to have a material adverse impact on our business.

District attorneys in certain California counties are conducting an investigation into Tesla's waste segregation practices pursuant to Cal.

Health & Saf.

Code section 25100 et seq.

and Cal.

Civil Code § 1798.80.

Tesla has implemented various remedial measures, including conducting training and audits, and enhancements to its site waste management programs.

| --- | --- |

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

We have disputed certain of these allegations and have asserted that there has been no related adverse community or environmental impact.

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.

We have also received a follow-up information request from the 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 its requests for information.

| ITEM 4. | MINE SAFETY DISCLOSURES |

Not applicable.

PART II

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: (Mark One)][added: (Mark One)]

| ☒ | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December 31, 2020][added: ended December 31, 2021]

| ☐ | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from [added: _________] to [added: _________]

[removed: Commission] [added: Commission] File [removed: Number: 001-34756][added: Number: 001-34756]

[removed: Tesla, Inc.][added: TESLA, INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 91-2197729] [added: 91-2197729] |

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] [added: (Zip Code)] |

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | [removed: |]

| Common stock | TSLA | The Nasdaq Global Select Market | [removed: |]

[removed: Securities] [added: | Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act: |]

[removed: None][added: | None |]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [removed: (§ 232.405] [added: (§232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting [removed: company] [added: company,] or an emerging growth company.

| Large accelerated filer | | ☒ | | [added: | |] Accelerated filer | | ☐ |

| Non-accelerated filer | | ☐ | | [added: | |] Smaller reporting company | | ☐ |

| Emerging growth company | | ☐ | | | | | [added: | |]

The aggregate market value of voting stock held by non-affiliates of the registrant, as of June 30, [removed: 2020,] [added: 2021,] the last day of the registrant’s most recently completed second fiscal quarter, was [removed: $160.57] [added: $541.28] 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: 2020).][added: 2021).]

As of [removed: February 1, 2021,] [added: January 31, 2022,] there were [removed: 959,853,504] [added: 1,033,507,611] shares of the registrant’s [removed: Common Stock] [added: common stock] outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant’s Proxy Statement for the [removed: 2021] [added: 2022] 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: 2020.][added: 2021.]

[removed: ANNUAL] [added: ANNUAL] REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

[removed: INDEX][added: INDEX]

| | | | | [removed: Page] [added: Page] |

| [removed: [PART I.](#PART_I)] [added: [PART I.](#part_i)] | | | | |

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

| Item 1B. | | [Unresolved Staff [removed: Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#unresolved_staff_comments)] | | [removed: 27] [added: 28] |

| Item 2. | | [removed: [Properties](#ITEM_2_PROPERTIES)] [added: [Properties](#properties)] | | [removed: 27] [added: 28] |

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

| [removed: [PART II.](#PART_II)] [added: [PART II.](#part_ii)] | | | | |

| | |

OR

| | |

| | | |

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

| 13101 Tesla Road Austin, Texas | | 78725 |

(512) 516-8177

| | | |

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

| |

| --- |

| | | | | | | | | |

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

| | | | | | | | | |

| | | | | | | | | |

| Item 6. | | [\[Reserved\]](#reserved) | | 30 |

| Item 9C. | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#disclosure_regarding_foreign_juris) | | 96 |

| | | | | |

| [Signatures](#signatures_1) | | | | 116 |

PART I

OR

| 3500 Deer Creek Road Palo Alto, California | | 94304 |

(650) 681-5000

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

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

| | | | | | | |

| Item 6. | | [Selected Consolidated Financial Data](#ITEM_6_SELECTED_CONSOLIDATED_FINANCIAL_D) | | 30 |

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

PART I

| --- | --- |

| [removed: Primary] [added: Primary] Manufacturing [removed: Facilities] [added: Facilities] | | [removed: Location] [added: Location] | | [removed: Owned] [added: Owned] or [removed: Leased] [added: Leased] |

[removed: |] * [removed: |] We own the building and the land use rights with an initial term of 50 years. [removed: The land use rights are treated as operating lease right-of-use assets. |]

We are headquartered in Austin, Texas.

| | | | | |

The land use rights are treated as operating lease right-of-use assets.

| --- | --- |

We are headquartered in Palo Alto, California.

Not applicable.

PART II

[removed: Market Information][added: Market Information]

Our initial public offering was priced at $3.40 per share on June 28, 2010 as adjusted to give effect to the [removed: Stock Split.][added: five-for-one stock split effected in the form of a stock dividend in August 2020.]

[removed: Holders][added: Holders]

As of [removed: February 1, 2021,] [added: January 31, 2022,] there were [removed: 5,353] [added: 7,051] holders of record of our common stock.

[removed: Dividend Policy][added: Dividend Policy]

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

[removed: This] [added: *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 [removed: filing.][added: filing.*]

The following graph shows a comparison, from January 1, [removed: 2016] [added: 2017] through December 31, [removed: 2020,] [added: 2021,] 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).

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, [removed: 2016] [added: 2017] and reinvestment of dividends.

| [removed: ] [added: ] |

[removed: Unregistered] [added: Unregistered] Sales of Equity Securities and Use of [removed: Proceeds][added: Proceeds]

| |

In connection with the offering of 2.00% Convertible Senior Notes due 2024 in May 2019, we sold warrants to each of Société Générale, Wells Fargo Bank, National Association, Goldman, Sachs & Co. LLC and Credit Suisse Capital LLC.

On October 26, 2021, we agreed with each of Société Générale, Wells Fargo Bank, National Association and Credit Suisse Capital LLC to partially terminate such warrants, and in connection with such partial termination, we issued an aggregate of 2,711,289 shares of our common stock to Société Générale, Wells Fargo Bank, National Association and Credit Suisse Capital LLC.

Such shares were issued pursuant to an exemption from registration provided by Rule 3(a)(9) of the Securities Act of 1933.

| --- | --- |

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, | | | | | | | | | | | | | | | | | | |

| 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. |

Index to Consolidated Financial Statements

| | | |

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

| | | Page |

| [Report of Independent Registered Public Accounting Firm](#report_independent_registered_public_acc) (PCAOB ID: 238) | | 46 |

| [Consolidated Balance Sheets](#consolidated_balance_sheets) | | 49 |

| [Consolidated Statements of Operations](#consolidated_statements_of_operations) | | 50 |

| [Consolidated Statements of Comprehensive Income (Loss)](#consolidated_statmnts_of_cmprehnsve_loss) | | 51 |

| [Consolidated Statements of Redeemable Noncontrolling Interests and Equity](#consolidated_statements_of_redeemable) | | 52 |

| [Consolidated Statements of Cash Flows](#consolidated_statements_of_cash_flows) | | 53 |

| [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | | 54 |

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Tesla, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Tesla, Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income (loss), of redeemable noncontrolling interests and equity and of cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 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, 2021, based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

*Changes in Accounting Principles*

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt in 2021 and the manner in which it accounts for leases in 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

None.

*Evaluation of Disclosure Controls and Procedures*

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

*Management’s Report on Internal Control over Financial Reporting*

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in their report which is included herein.

*Limitations on the Effectiveness of Controls*

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

*Changes in Internal Control over Financial Reporting*

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2021, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None.

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 of Form 10-K will be included in our 2022 Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

The 2022 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

ITEM 11.

EXECUTIVE COMPENSATION

The information required by this Item 11 of Form 10-K will be included in our 2022 Proxy Statement and is incorporated herein by reference.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 of Form 10-K will be included in our 2022 Proxy Statement and is incorporated herein by reference.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item 13 of Form 10-K will be included in our 2022 Proxy Statement and is incorporated herein by reference.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 of Form 10-K will be included in our 2022 Proxy Statement and is incorporated herein by reference.

PART IV

[removed: | 1. |] Financial statements (see *Index to Consolidated Financial Statements* in Part II, Item 8 of this report) [removed: |]

[removed: | 2. |] All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes [removed: |]

[removed: | 3. |] The exhibits listed in the following *Index to Exhibits* are filed or incorporated by reference as part of this report [removed: |]

| [removed: Exhibit] [added: Exhibit] | | | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | | | | | [removed: Filed] [added: Filed] |

| [removed: Number] [added: Number] | | [removed: Exhibit Description] [added: Exhibit Description] | | [removed: Form] [added: Form] | | [removed: File No.] [added: File No.] | | [removed: Exhibit] [added: Exhibit] | | [removed: Filing Date] [added: Filing Date] | | [removed: Herewith] [added: Herewith] |

| 3.1 | | [Amended and Restated Certificate of Incorporation of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1318605/000156459017003118/tsla-ex31_1396.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000156459017003118/tsla-ex31_1396.htm)] | | 10-K | | 001-34756 | | 3.1 | | March 1, 2017 | | |

| 3.2 | | [Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1318605/000156459017003118/tsla-ex32_1394.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000156459017003118/tsla-ex32_1394.htm)] | | 10-K | | 001-34756 | | 3.2 | | March 1, 2017 | | |

| 3.3 | | [Amended and Restated Bylaws of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1318605/000156459017000802/tsla-ex32_8.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000156459017000802/tsla-ex32_8.htm)] | | 8-K | | 001-34756 | | 3.2 | | February 1, 2017 | | |

| 4.1 | | [Specimen common stock certificate of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1318605/000156459017003118/tsla-ex41_1279.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000156459017003118/tsla-ex41_1279.htm)] | | 10-K | | 001-34756 | | 4.1 | | March 1, 2017 | | |

| 4.2 | | [Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31, 2009, between Registrant and certain holders of the Registrant’s capital stock named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312510017054/dex42.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510017054/dex42.htm)] | | S-1 | | 333-164593 | | 4.2 | | January 29, 2010 | | |

| 4.3 | | [Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 20, 2010, between Registrant and certain holders of the Registrant’s capital stock named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42a.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42a.htm)] | | S-1/A | | 333-164593 | | 4.2A | | May 27, 2010 | | |

| 4.4 | | [Amendment to Fifth Amended and Restated Investors’ Rights Agreement between Registrant, Toyota Motor Corporation and certain holders of the Registrant’s capital stock named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42b.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510129878/dex42b.htm)] | | S-1/A | | 333-164593 | | 4.2B | | May 27, 2010 | | |

| 4.5 | | [Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of June 14, 2010, between Registrant and certain holders of the Registrant’s capital stock named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex42c.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510139143/dex42c.htm)] | | S-1/A | | 333-164593 | | 4.2C | | June 15, 2010 | | |

| 4.6 | | [Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of November 2, 2010, between Registrant and certain holders of the Registrant’s capital stock named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312510248220/dex41.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312510248220/dex41.htm)] | | 8-K | | 001-34756 | | 4.1 | | November 4, 2010 | | |

| 4.7 | | [Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 22, 2011, between Registrant and certain holders of the Registrant’s capital stock named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312511157135/dex42e.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312511157135/dex42e.htm)] | | S-1/A | | 333-174466 | | 4.2E | | June 2, 2011 | | |

| 4.8 | | [Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 30, 2011, between Registrant and certain holders of the Registrant’s capital stock named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312511156213/dex41.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312511156213/dex41.htm)] | | 8-K | | 001-34756 | | 4.1 | | June 1, 2011 | | |

| 4.9 | | [Sixth Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 15, 2013 among the Registrant, the Elon Musk Revocable Trust dated July 22, 2003 and certain other holders of the capital stock of the Registrant named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex41.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex41.htm)] | | 8-K | | 001-34756 | | 4.1 | | May 20, 2013 | | |

| 4.10 | | [Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 14, 2013, between the Registrant and certain holders of the capital stock of the Registrant named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex42.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312513227959/d540675dex42.htm)] | | 8-K | | 001-34756 | | 4.2 | | May 20, 2013 | | |

| 4.11 | | [Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of August 13, 2015, between the Registrant and certain holders of the capital stock of the Registrant named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312515296117/d45707dex41.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312515296117/d45707dex41.htm)] | | 8-K | | 001-34756 | | 4.1 | | August 19, 2015 | | |

| 4.12 | | [Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 18, 2016, between the Registrant and certain holders of the capital stock of the Registrant named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312516600683/d82775dex41.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312516600683/d82775dex41.htm)] | | 8-K | | 001-34756 | | 4.1 | | May 24, 2016 | | |

| 4.13 | | [Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of March 15, 2017, between the Registrant and certain holders of the capital stock of the Registrant named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312517087428/d349232dex41.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312517087428/d349232dex41.htm)] | | 8-K | | 001-34756 | | 4.1 | | March 17, 2017 | | |

| 4.14 | | [Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 1, 2019, between the Registrant and certain holders of the capital stock of the Registrant named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1318605/000119312519135910/d730491dex41.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1318605/000119312519135910/d730491dex41.htm)] | | 8-K | | 001-34756 | | 4.1 | | May 3, 2019 | | |

| 4.15 | | [Indenture, dated as of May 22, 2013, by and between the Registrant and U.S. Bank National [removed: Association.](http://www.sec.gov/Archives/edgar/data/1318605/000119312513231437/d542515dex41.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/1318605/000119312513231437/d542515dex41.htm)] | | 8-K | | 001-34756 | | 4.1 | | May 22, 2013 | | |

| 4.16 | | [Third Supplemental Indenture, dated as of March 5, 2014, by and between the Registrant and U.S. Bank National [removed: Association.](http://www.sec.gov/Archives/edgar/data/1318605/000119312514084484/d686051dex44.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/1318605/000119312514084484/d686051dex44.htm)] | | 8-K | | 001-34756 | | 4.4 | | March 5, 2014 | | |

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

| 4.18 | | [Fourth Supplemental Indenture, dated as of March 22, 2017, by and between the Registrant and U.S. Bank National [removed: Association.](http://www.sec.gov/Archives/edgar/data/1318605/000119312517092269/d341621dex42.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/1318605/000119312517092269/d341621dex42.htm)] | | 8-K | | 001-34756 | | 4.2 | | March 22, 2017 | | |

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

| 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, [removed: 2024.](http://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)] | | 8-K | | 001-34756 | | 4.2 | | May 8, 2019 | | |

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

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

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

| 4.24 | | [Indenture, dated as of October 15, 2014, between SolarCity and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm)] | | S-3ASR(1) | | 333-199321 | | 4.1 | | October 15, 2014 | | |

| 4.25 | | [removed: [Fourth] [added: [Eighth] Supplemental Indenture, dated as of [removed: October 15, 2014,] [added: January 29, 2015,] by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series [removed: 2014/4-7](http://www.sec.gov/Archives/edgar/data/1408356/000119312514372769/d805349dex45.htm).] [added: 2015/4-7.](https://www.sec.gov/Archives/edgar/data/1408356/000119312515025584/d860676dex45.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | [removed: October 15, 2014] [added: January 29, 2015] | | |

| [removed: 4.26] [added: 4.41] | | [removed: [Eighth] [added: [Forty-Eighth] Supplemental Indenture, dated as of [removed: January 29,] [added: May 1,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 4.00%] [added: 5.00%] Solar Bonds, Series [removed: 2015/4-7.](http://www.sec.gov/Archives/edgar/data/1408356/000119312515025584/d860676dex45.htm)] [added: 2015/12-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | [removed: January 29,] [added: May 1,] 2015 | | |

| [removed: 4.27] [added: 4.26] | | [Tenth Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series [removed: 2015/6-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm)] [added: 2015/6-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm)] | | 8-K(1) | | 001-35758 | | 4.3 | | March 9, 2015 | | |

| [removed: 4.28] [added: 4.27] | | [Eleventh Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series [removed: 2015/7-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm)] [added: 2015/7-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm)] | | 8-K(1) | | 001-35758 | | 4.4 | | March 9, 2015 | | |

| [removed: 4.29] [added: 4.28] | | [Fifteenth Supplemental Indenture, dated as of March 19, 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/C4-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | March 19, 2015 | | |

| [removed: 4.30] [added: 4.29] | | [Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series [removed: 2015/C5-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm)] [added: 2015/C5-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm)] | | 8-K(1) | | 001-35758 | | 4.6 | | March 19, 2015 | | |

| [removed: 4.31] [added: 4.30] | | [Twentieth Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C9-10.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm)] [added: 2015/C9-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | March 26, 2015 | | |

| [removed: 4.32] [added: 4.31] | | [Twenty-First Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series [removed: 2015/C10-15.](http://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm)] [added: 2015/C10-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm)] | | 8-K(1) | | 001-35758 | | 4.6 | | March 26, 2015 | | |

1.

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| 10.47 | | [Amendment No. 1 to Second Amended and Restated Loan and Security Agreement, dated as of March 15, 2021, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1318605/000095017021000046/tsla-20210331-ex10_1.htm). | | 10-Q | | 001-34756 | | 10.1 | | April 28, 2021 | | |

| 10.48†† | | [Amendment No. 2 to Second Amended and Restated Loan and Security Agreement, dated as of June 8, 2021, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1318605/000095017021000524/tsla-20210630ex10_1.htm). | | 10-Q | | 001-34756 | | 10.1 | | July 27, 2021 | | |

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| 4.81 | | [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 | | |

| 4.82 | | [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 | | |

| 4.83 | | [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 | | |

| 4.84 | | [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 | | |

| 4.85 | | [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 | | |

| 4.86 | | [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 | | |

| Date: February [removed: 8, 2021] [added: 4, 2022] | | /s/ Elon Musk |

| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] | | [removed: Date] [added: Date] |

| /s/ Elon Musk | | Chief Executive Officer and Director (Principal Executive Officer) | | February [removed: 8, 2021] [added: 4, 2022] |

| /s/ Zachary J. Kirkhorn | | Chief Financial Officer (Principal Financial Officer) | | February [removed: 8, 2021] [added: 4, 2022] |

| /s/ Vaibhav Taneja | | Chief Accounting Officer (Principal Accounting Officer) | | February [removed: 8, 2021] [added: 4, 2022] |

| /s/ Robyn Denholm | | Director | | February [removed: 8, 2021] [added: 4, 2022] |

| /s/ Ira Ehrenpreis | | Director | | February [removed: 8, 2021] [added: 4, 2022] |

| /s/ Lawrence J. Ellison | | Director | | February [removed: 8, 2021] [added: 4, 2022] |

| /s/ Hiromichi Mizuno | | Director | | February [removed: 8, 2021] [added: 4, 2022] |

| /s/ James Murdoch | | Director | | February [removed: 8, 2021] [added: 4, 2022] |

| /s/ Kimbal Musk | | Director | | February [removed: 8, 2021] [added: 4, 2022] |

| /s/ Kathleen Wilson-Thompson | | Director | | February [removed: 8, 2021] [added: 4, 2022] |

SIGNATURES

| | | |

| --- | --- |

SIGNATURES

| | | | | |

| /s/ Antonio J. Gracias | | Director | | February 8, 2021 |

| Antonio J. Gracias | | | | |