Tesla (TSLA) 10-K risk factor changes: FY2022 vs FY2021

Government regulations and shifting social behaviors [removed: have] [added: have, at times,] limited or closed non-essential transportation, government functions, business activities and person-to-person interactions.

In addition, labor shortages resulting from the pandemic, including worker absenteeism, [removed: may lead] [added: has led] to increased difficulty in hiring and retaining manufacturing and service workers, as well as increased labor [removed: costs.][added: costs and supplier delays.]

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

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

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

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

In order to be successful, we will need to implement, maintain and ramp efficient and cost-effective manufacturing capabilities, processes and supply chains and achieve the design tolerances, high quality and output rates we have planned at our manufacturing facilities in California, Nevada, Texas, [removed: China] [added: China, Germany] and [removed: Germany.][added: any future sites.]

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

[removed: We] [added: As our production volumes continue to grow, we have faced in the past, and] may face [removed: difficulties] [added: challenges] with deliveries at increasing volumes, particularly in international markets requiring significant transit times.

We have [added: also] deployed a number of delivery models, such as deliveries to customers’ homes and workplaces and touchless deliveries, but there is no guarantee that such models will be scalable or be accepted globally.

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

[removed: If] [added: Though we continue to see increased interest and adoption of electric vehicles, if] the market for electric vehicles in general and Tesla vehicles in particular does not develop as we expect, develops more slowly than we expect, or if demand for our vehicles decreases in our markets or our vehicles compete with each other, our business, prospects, financial condition and operating results may be harmed.

In addition, electric vehicles still [removed: comprise] [added: constitute] a small percentage of overall vehicle sales.

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

government regulations and economic [removed: incentives;] [added: incentives] and [added: conditions; and]

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

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

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

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

Finally, we have limited vehicle manufacturing experience outside of the Fremont Factory and [added: Gigafactory Shanghai and] we may experience issues increasing the level of localized procurement at [removed: our] Gigafactory [removed: Shanghai and at future factories such as Gigafactory Berlin] [added: Berlin-Brandenburg] and Gigafactory Texas.

[removed: If we are unable to accurately match the timing and quantities of component purchases to our actual needs or successfully implement automation, inventory] management and other systems to accommodate the increased complexity in our supply chain and parts management, we may incur unexpected production disruption, storage, transportation and write-off costs, which may harm our business and operating results.

The construction of and commencement and ramp of production at these factories are subject to a number of uncertainties inherent in all new manufacturing operations, including ongoing compliance with regulatory requirements, procurement and maintenance of construction, environmental and operational licenses and approvals for additional expansion, [removed: potential] supply chain constraints, hiring, training and retention of qualified employees and the pace of bringing production equipment and processes online with the capability to manufacture high-quality units at scale.

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

In the long term, we intend to supplement cells from our suppliers with cells manufactured by us, which we believe will be more efficient, manufacturable at greater volumes and more cost-effective [removed: than currently available cells.]

In addition, the cost [added: and mass production] of battery cells, whether manufactured by our suppliers or by us, depends in part upon the prices and availability of raw materials such as lithium, nickel, cobalt and/or other metals.

The prices for these materials fluctuate and their available supply may be unstable, depending on market conditions and global demand for these [removed: materials, including as a result of increased global production of electric vehicles and energy storage products.][added: materials.]

Any reduced availability of these materials may impact our access to cells and [added: our growth, and] any increases in their prices may reduce our profitability if we cannot recoup [removed: the increased] [added: such] costs through increased [removed: vehicle] prices.

Moreover, [removed: any such attempts] [added: our inability] to [removed: increase] [added: meet demand and any] product [removed: prices] [added: price increases] may harm our brand, [added: growth,] prospects and operating results.

Many of our competitors have significantly [removed: greater] [added: more] or better-established resources than we do to devote to the design, development, manufacturing, distribution, promotion, sale and support of their products.

Decreases in the retail or wholesale prices of electricity from utilities or other renewable energy sources could make our products less attractive to customers and lead to an increased rate of [removed: residential] customer [removed: defaults under our existing long-term leases and PPAs.][added: defaults.]

We may experience issues with lithium-ion cells or other components manufactured at [removed: Gigafactory Nevada and Gigafactory Shanghai,] [added: our Gigafactories,] which may harm the production and profitability of our vehicle and energy storage products.

[removed: In addition, we] [added: We also] produce several vehicle [removed: components,] [added: components at our Gigafactories,] such as battery modules and packs and drive [removed: units at Gigafactory Nevada and Gigafactory Shanghai,] [added: units,] and [removed: we also] manufacture energy storage [removed: products at Gigafactory Nevada.][added: products.]

If we are unable to or otherwise do not maintain and grow our respective [removed: operations at Gigafactory Nevada and Gigafactory Shanghai production,] [added: operations,] or if we are unable to do so cost-effectively or hire and retain highly-skilled personnel there, our ability to manufacture our products profitably would be limited, which may harm our business and operating results.

Finally, the high volumes of lithium-ion cells and battery modules and packs manufactured [removed: at Gigafactory Nevada] [added: by us and by our suppliers] are stored and recycled at our various facilities.

Any mishandling of [removed: battery cells] [added: these products] may cause disruption to the operation of such facilities.

Our operations in such jurisdictions, particularly as a company based in the U.S., create risks relating to conforming our products to regulatory and safety requirements and charging and other electric infrastructures; organizing local operating entities; establishing, staffing and managing foreign business locations; attracting local customers; navigating foreign [added: 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.]

While we have [removed: performed] [added: performed, and continue to perform,] extensive internal testing on our products and features, we currently have a limited frame of reference by which to evaluate their long-term quality, reliability, durability and performance characteristics.

As is true for other automakers, our vehicles have been involved and we expect in the future will be involved in accidents resulting in death or personal injury, and such accidents where [added: Autopilot, Enhanced] Autopilot or FSD [added: Capability] features are engaged are the subject of significant public [removed: attention.][added: attention, especially in light of NHTSA’s Standing General Order requiring reports regarding crashes involving vehicles with advanced driver assistance systems.]

We have experienced, and we expect to continue to face, claims and regulatory scrutiny arising from or related to misuse or claimed failures [added: or alleged misrepresentations] of such new technologies that we are pioneering.

[removed: On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting] smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells.

Additionally, infection rates and regulations continue to fluctuate in various regions, which may impact operations.

For example, in 2022, spikes in COVID-19 cases in Shanghai resulted in the temporary shutdown of Gigafactory Shanghai, as well as parts of our supply chain, and impacted our ability to deliver cars.

Lastly, rising interest rates may lead to consumers to increasingly pull back spending, including on our products, which may harm our demand, business and operating results.

In

In addition, a spike in COVID-19 cases in Shanghai in early 2022 led to temporary manufacturing shutdowns of certain of our suppliers.

We have faced in the past, and may face suppliers who are unwilling or unable to sustainably meet our timelines or our cost, quality and volume needs, or to do so may cost us more, which may require us to replace them with other sources.

If we are unable to accurately match the timing and quantities of component purchases to our actual needs or successfully implement automation, inventory

than currently available cells.

For example, as a result of increased global production of electric vehicles and energy storage products, suppliers of these raw materials may be unable to meet our volume needs.

In addition, as the IRA provides new incentives for domestic energy production and manufacturing, we may face increasing competition from other automobile manufacturers as well as suppliers for the resources and capacity to build additional factories and expand our operations domestically.

Issues experienced by our customers have included those related to taillights, seat belt chimes and display screens in certain Tesla models.

On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting

Recalls for our vehicles have resulted from various hardware and software-related safety defect or non-compliance determinations.

Also, the broader consequences in the current conflict between Russia and Ukraine, which may include further embargoes, regional instability and geopolitical shifts; airspace bans relating to certain routes, or strategic decisions to alter certain routes; and potential retaliatory action by the Russian government against companies, and the extent of the conflict on our business and operating results cannot be predicted.

We are continuing to develop our Autopilot and FSD Capability technology.

This includes many existing vehicle standards that were not originally intended to apply to vehicles that may not be operated by a human driver.

Finally, as a manufacturer, installer and service provider with respect to solar generation and energy storage systems, a supplier of electricity generated and stored by certain of the solar energy and energy storage systems we install for customers, and a provider of

In addition to the risks related to general privacy regulation, we may also be subject to specific vehicle manufacturer obligations relating to cybersecurity, data privacy and data localization requirements which place additional risks to our international operations.

Risks and penalties could include ongoing audit requirements, data protection authority investigations, legal proceedings by international governmental entities or others resulting in mandated disclosure of sensitive data or other commercially unfavorable terms.

Further, Mr. Musk from time to time may commit to investing in significant business or other ventures, and as a result, be required to sell shares of our common stock in satisfaction of such commitments.

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

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.

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

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

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

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

For example, we saw challenges in ramping our logistics channels in China and Europe to initially deliver Model 3 there in the first quarter of 2019.

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

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

We have limited experience to date with developing and implementing manufacturing innovations outside of the Fremont Factory and Gigafactory Shanghai.

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

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

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.

Issues experienced by our customers have included those related to the Model S and Model X 17-inch display screen, the panoramic roof and the 12-volt battery in the Model S, the seats and doors in the Model X and the operation of solar panels installed by us.

under which we typically receive only a very small portion of the total vehicle purchase price at the time of lease, followed by a stream of payments over the term of the lease.

As we temporarily suspended most of our manufacturing operations at Gigafactory New York pursuant to a New York State executive order issued in March 2020 as a result of the COVID-19 pandemic, we were granted a deferral of our obligation to be compliant with our applicable targets through December 31, 2021 in an amendment memorialized in August 2021.

Recruiting efforts, particularly for senior employees, may be time-consuming, which may delay the execution of our plans.

In regions where we

Likewise, as a result of our temporary suspension of various U.S. manufacturing operations in the first half of 2020, in April 2020, we temporarily furloughed certain hourly employees and reduced most salaried employees’ base salaries.

Moreover, our proprietary information,

Recalls for our vehicles have resulted from, for example, industry-wide issues with airbags from a particular supplier, concerns of corrosion in certain Model S and Model X power steering assist motor bolts, suspension failures in certain Model S and Model X, issues with certain Model S and Model X media control units and torqueing of bolts to internal specifications on certain Model 3 and Model Y, misalignment of the frunk latch assembly on certain Model S and unavailability of the rearview camera display on certain Model 3.

from third party manufacturers.

We hold and may acquire digital assets that may be subject to volatile market prices, impairment and unique risks of loss.

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, allowing us to 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 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.

The prices of digital assets have been in the past and may continue to be highly volatile, including as a result of various associated risks and uncertainties.

For example, the prevalence of such assets is a relatively recent trend, and their long-term adoption by investors, consumers and businesses is unpredictable.

Moreover, their lack of a physical form, their reliance on technology for their creation, existence and transactional validation and their decentralization may subject their integrity to the threat of malicious attacks and technological obsolescence.

Finally, the extent to which securities laws or other regulations apply or may apply in the future to such assets is unclear and may change in the future.

If we hold digital assets and their values decrease relative to our purchase prices, our financial condition may be harmed.

Moreover, digital assets are currently considered indefinite-lived intangible assets under applicable accounting rules, meaning that any decrease in their fair values below our carrying values for such assets at any time subsequent to their acquisition will require us to recognize impairment charges, whereas we may make no upward revisions for any market price increases until a sale, which may adversely affect our operating results in any period in which such impairment occurs.

Moreover, there is no guarantee that future changes in GAAP will not require us to change the way we account for digital assets held by us.

Finally, as intangible assets without centralized issuers or governing bodies, digital assets have been, and may in the future be, subject to security breaches, cyberattacks or other malicious activities, as well as human errors or computer malfunctions that may result in the loss or destruction of private keys needed to access such assets.

While we intend to take all reasonable measures to secure any digital assets, if such threats are realized or the measures or controls we create or implement to secure our digital assets fail, it could result in a partial or total misappropriation or loss of our digital assets, and our financial condition and operating results may be harmed.

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

For example, the U.S. federal government currently offers certain tax credits for the installation of solar power facilities and energy storage systems that are charged from a co-sited solar power facility; however, these tax credits are currently scheduled to decline and/or expire in 2023 and beyond.

For discussion related to changes in financial condition and the results of operations for fiscal year [removed: 2019-related] [added: 2021-related] items, refer to Part II, Item 7.

[removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal year [removed: 2020,] [added: 2021,] which was filed with the Securities and Exchange Commission on February [removed: 8, 2021.*][added: 7, 2022.*]

Overview and [removed: 2021] [added: 2022] Highlights

We are currently focused on increasing vehicle [removed: production] [added: production, capacity] and [removed: capacity,] [added: delivery capabilities,] improving and developing battery technologies, improving our FSD capabilities, increasing the affordability and efficiency of our [removed: vehicles] [added: vehicles, bringing new products to market] and expanding our global infrastructure.

In [removed: 2021,] [added: 2022,] we deployed [removed: 3.99] [added: 6.5] GWh of energy storage products and [removed: 345] [added: 348] megawatts of solar energy systems.

In [removed: 2021,] [added: 2022,] we recognized total revenues of [removed: $53.82] [added: $81.46] billion, [added: respectively,] representing [removed: a 71%] [added: an] increase [added: of $27.64 billion,] compared to the prior year.

In [removed: 2021,] [added: 2022,] our net income attributable to common stockholders was [removed: $5.52] [added: $12.56] billion, representing a favorable change of [removed: $4.80] [added: $7.04] billion, compared to the prior year.

We ended [removed: 2021] [added: 2022] with [removed: $17.58] [added: $22.19] billion in cash and cash [removed: equivalents,] [added: equivalents and investments,] representing [removed: a decrease] [added: an increase] of [removed: $1.81] [added: $4.48] billion from the end of [removed: 2020.][added: 2021.]

Our cash flows provided by operating activities during [added: 2022 and] 2021 [removed: was] [added: were $14.72 billion and] $11.50 billion, [added: respectively,] representing an increase of [removed: $5.55 billion compared to $5.94 billion during 2020, and capital expenditures amounted to $6.48 billion during 2021, compared to $3.16 billion during 2020.][added: $3.23 billion.]

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

Management Opportunities, Challenges and [removed: Risks] [added: Uncertainties] and [removed: 2022] [added: 2023] Outlook

| Gigafactory [removed: Berlin] [added: Berlin-Brandenburg] | | Model Y | | [removed: Equipment test] [added: Active] |

| Gigafactory Texas | | Model Y | | [removed: Equipment test] [added: Active] |

We are focused on [added: growing our manufacturing capacity, which includes] ramping all of our production vehicles to their installed production capacities as well as increasing [added: production rate, efficiency and] capacity at our current factories.

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

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

Moreover, we [removed: must meet] [added: have set] ambitious technological targets with our plans for battery cells as well as for iterative manufacturing and design improvements for our vehicles with each new factory.

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

[removed: In addition to ramping production in 2022, we] [added: We] will also continue to generate demand and brand awareness by improving our vehicles’ performance and functionality, including through products based on artificial intelligence such as Autopilot and FSD, and other software [removed: features.][added: features, and delivering new vehicles, such as the Tesla Semi in December 2022.]

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

However, we operate in a cyclical industry that is sensitive to [removed: trade, environmental and] political [added: and regulatory] uncertainty, [added: including with respect to trade and the environment,] all of which [removed: may also] [added: can] be compounded by [added: inflationary pressures, rising energy prices, increases in interest rates and] any future global impact from the COVID-19 pandemic.

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

As our [removed: deliveries increase,] [added: production increases,] we must work constantly to [removed: prevent our] [added: similarly increase] vehicle delivery capability [removed: from becoming] [added: so that it does not become] a bottleneck on our total deliveries.

Increasing the exports of vehicles manufactured at Gigafactory Shanghai has [added: also] been effective in mitigating the strain on our deliveries in markets outside of the United States, and we expect to benefit further from situating additional factories closer to local [removed: markets.][added: markets, including the production launch at Gigafactory Berlin-Brandenburg and Gigafactory Austin.]

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

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

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

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

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

Owing and subject to the foregoing as well as the pipeline of announced projects under [removed: development and] [added: development,] all other continuing infrastructure [removed: growth,] [added: growth and varying levels of inflation,] we currently expect our capital expenditures to be between [removed: $5.00] [added: $6.00] to [removed: $7.00] [added: $8.00] billion in [removed: 2022] [added: 2023] and [added: between $7.00 to $9.00 billion in] each of the [removed: next] [added: following] two fiscal years.

We expect operating expenses to [added: continue to] grow in [removed: 2022] [added: 2023] as we are expanding our operations globally.

For example, in the year ended December 31, [removed: 2021,] [added: 2022,] we recorded [removed: approximately $101] [added: $204] million of impairment losses resulting from changes to the carrying value of our bitcoin and gains of [removed: $128] [added: $64] million on certain [removed: sales] [added: conversions] of bitcoin [added: into fiat currency] by us.

The estimates used for, but not limited to, determining significant economic incentive for resale value guarantee arrangements, sales return reserves, the collectability of accounts [removed: receivable,] [added: and financing receivables,] inventory valuation, [added: warranties,] fair value of long-lived assets, goodwill, fair value of financial instruments, fair value and residual value of operating lease vehicles and solar energy systems subject to leases could be impacted.

Automotive sales revenue includes revenues related to [added: cash and financing] deliveries of new [removed: vehicles and pay-per-use charges,] [added: vehicles,] and specific other features and services that meet the definition of a performance obligation under [removed: ASC] [added: Accounting Standards Codification (“ASC”)] 606, [added: *Revenue from Contracts with Customers* (“ASC 606”),] including access to our [removed: Supercharger network,] [added: FSD features,] internet connectivity, [removed: FSD features] [added: Supercharger network] and over-the-air software updates.

Payments are typically received at the point control transfers or in accordance with payment terms customary to the [removed: business.][added: business, except sales we finance for which payments are collected over the contractual loan term.]

Other features and services such as access to our [removed: Supercharger network,] internet [removed: connectivity] [added: connectivity, legacy programs offering unlimited free Supercharging] and over-the-air software updates are provisioned upon control transfer of a vehicle and recognized over time on a straight-line basis as we have a stand-ready obligation to deliver such services to the customer.

We recognize revenue related to these other features and services over the performance period, which is generally the [removed: estimated useful] [added: expected ownership] life of the vehicle.

Revenue related to FSD [removed: features] is recognized when functionality is delivered to the [removed: customer.][added: customer and the portion related to software updates is recognized over time.]

[removed: In addition, any] [added: Any] fees that are paid or payable by us to a customer’s lender when we arrange the financing are recognized as an offset against automotive sales revenue.

We [removed: recognize revenue when control transfers upon delivery to customers in accordance with ASC 606] [added: account for such automotive sales] as a sale with a right of return when we do not believe the customer has a significant economic incentive to exercise the resale value guarantee provided to them at contract inception.

For further discussion of our products and services, technology and competitive strengths, refer to Item 1- Business.

In 2022, we produced 1,369,611 consumer vehicles and delivered 1,313,851 consumer vehicles, despite ongoing supply chain and logistics challenges and factory shutdowns.

Capital expenditures amounted to $7.16 billion during 2022, compared to $6.48 billion during 2021.

| | | Cybertruck | | Tooling |

| Gigafactory Nevada | | Tesla Semi | | Pilot production |

| TBD | | Robotaxi & Others | | In development |

For example, in the earlier part of 2022, the automotive industry in general experienced part shortages and supplier disruptions which impacted production leading to a general increase in vehicle pricing.

As the year progressed, inflationary pressures increased across the markets in which we operate.

In an effort to curb this trend, central banks in developed countries raised interest rates rapidly and substantially, impacting the affordability of vehicle lease and finance arrangements.

Further, sales of vehicles in the automotive industry also tend to be cyclical in many markets, which may expose us to increased volatility as we expand and adjust our operations.

These macroeconomic and industry trends have had, and will likely continue to have, an impact on the pricing of, and order rate for our vehicles, and we will continue to adjust accordingly to such developments.

Beginning the second half of 2022, due to continuing challenges caused by vehicle transportation capacity during peak delivery periods, we began transitioning to a more even regional mix of vehicle builds each week, which led to an increase in cars in transit at the end of the year.

In addition, we continue to seek to improve our installation capabilities and price efficiencies for Solar Roof.

We have and will continue to utilize such cash flows, among other things, to do more vertical integration, expand our product roadmap and provide financing options to our customers.

Automotive Sales

Other limited free Supercharging incentives are recognized based on actual usage or expiration, whichever is earlier.

This was achieved from production ramping of Model Y at Gigafactory Shanghai and the Fremont Factory as well as the start of production at Gigafactory Berlin-Brandenburg and Gigafactory Texas in 2022, at a higher combined average selling price from a higher proportion of Model Y sales despite a negative impact from the United States dollar strengthening against other foreign currencies in 2022 compared to the prior period.

Further, during the fourth quarter of 2022, we recognized $324 million in revenue related to the general FSD feature release in North America.

Automotive leasing revenue increased $834 million, or 51%, in the year ended December 31, 2022 as compared to the year ended December 31, 2021.

The change is primarily due to an increase in activities under our direct operating lease program as well as an increase in direct sales-type leasing revenue.

Services and other revenue increased $2.29 billion, or 60%, in the year ended December 31, 2022 as compared to the year ended December 31, 2021.

2022 compared to 2021

2022 compared to 2021

Cost of automotive sales revenue increased $17.18 billion, or 53%, in the year ended December 31, 2022 as compared to the year ended December 31, 2021, in line with the growth in revenue year over year, as discussed above.

There were also idle capacity charges of $306 million primarily related to the temporary suspension of production at Gigafactory Shanghai as well as the ramping up of production in Gigafactory Texas and our proprietary battery cells manufacturing during the year ended December 31, 2022.

We had also incurred costs related to the ramp up of production in Gigafactory Berlin-Brandenburg during the year ended December 31, 2022.

These increases were partially offset by a decrease in combined average Model S and Model X costs per unit driven by lower average cost for the new versions from ramping up production.

Further, these increases in costs of revenue were positively impacted by the United States dollar strengthening against other foreign currencies in 2022 compared to the prior period.

Cost of services and other revenue increased $1.97 billion, or 51%, in the year ended December 31, 2022 as compared to the year ended December 31, 2021.

This was driven by the changes in automotive sales revenue and cost of automotive sales revenue, partially offset by an increase in regulatory credits revenue, as discussed earlier.

2022 compared to 2021

Gross margin for energy generation and storage increased from -4.6% to 7.4% in the year ended December 31, 2022 as compared to the year ended December 31, 2021.

This was driven by the growth in energy generation and storage revenue and cost of energy generation and storage revenue as discussed above.

Additionally, there was a higher proportion of energy storage sales, which operated at a higher gross margin, within the segment.

Further, there were additional R&D expenses in the first quarter of 2022 as we were in the pre-production phase at Gigafactory Texas and started production at Gigafactory Berlin-Brandenburg only closer to the end of the first quarter of 2022.

Our R&D expenses have decreased as a proportion of total revenues despite expanding product roadmap and technologies.

| | | Year Ended December 31, | | | | | | | | | | | | 2022 vs. 2021 Change | | | | | | | | 2021 vs. 2020 Change | | | | | | |

SG&A expenses decreased $571 million, or 13%, in the year ended December 31, 2022 as compared to the year ended December 31, 2021.

This is primarily due to a decrease of $822 million in stock-based compensation expense, most of which is attributable to the lower stock-based compensation expense of $844 million on the 2018 CEO Performance Award.

This was partially offset by the overall growth in stock-based compensation due to increased headcount.

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

*Impact of COVID-19 Pandemic*

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.

We have also previously been affected by temporary manufacturing closures, employment and compensation adjustments, and impediments to administrative activities supporting our product deliveries and deployments.

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

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.

| | | Cybertruck | | In development |

| TBD | | Tesla Semi | | In development |

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.

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.

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.

Moreover, as our stock price has significantly 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.

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.

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

Automotive Sales without Resale Value Guarantee

At the time of revenue recognition, we reduce the transaction price and record a sales return reserve against revenue for estimated variable consideration related to future product returns.

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

Commissions are not paid on other obligations such as access to our Supercharger network, internet connectivity, FSD features and over-the-air software updates.

Automotive Sales with Resale Value Guarantee or a Buyback Option

We also offer resale value guarantees in connection with automotive sales to certain leasing partners.

The performance obligations and the pattern of recognizing automotive sales with resale value guarantees are consistent with automotive sales without resale value guarantees with the exception of our estimate for sales return reserve.

In addition, cost for solar energy systems is recorded using actual cost.

For performance-based awards with a vesting schedule based entirely on the attainment of both performance and market conditions, stock-based compensation expense associated with each tranche is recognized over the longer of (i) the expected achievement period for the operational milestone for such tranche and (ii) the expected achievement period for the related market capitalization milestone determined on the grant date, beginning at the point in time when the relevant operational milestone is considered probable of being achieved.

If such operational milestone becomes probable any time after the grant date, we will recognize a cumulative catch-up expense from the grant date to that point in time.

If the related market capitalization milestone is achieved earlier than its expected achievement period and the achievement of the related operational milestone, then the stock-based compensation expense will be recognized over the expected achievement period for the operational milestone, which may accelerate the rate at which such expense is recognized.

The fair value of such awards is estimated on the grant date using Monte Carlo simulations.

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.

These increases were partially offset by the decrease in automotive leasing revenue associated with our resale value guarantee leasing programs accounted for as operating leases as those portfolios have declined.

Cost of services and other revenue also includes direct parts, material and labor costs and manufacturing overhead associated with the sales by our acquired subsidiaries to third party customers.

Additionally, the net release of our sales return reserve on vehicles sold with resale value guarantees resulted in a corresponding increase of $286 million in cost of automotive sales revenue.

These increases were partially offset by a decrease of 28,819 Model S and Model X cash deliveries at higher costs per unit due to temporary under-utilization of manufacturing capacity at lower production volumes during our current production ramp of the new versions of Model S and Model X.

Additionally, there was a decrease in combined average Model 3 and Model Y costs per unit due to changes in regional production mix as Gigafactory Shanghai has ramped in capacity, where costs are lower from localized procurement and manufacturing in China.

Cost of automotive leasing revenue increased $415 million, or 74%, in the year ended December 31, 2021 as compared to the year ended December 31, 2020, primarily due to an increase in cumulative vehicles under our direct operating lease program and an increase in direct sales-type leasing cost of revenues from more sales in the current year.

These increases were partially offset by the decrease in cost of automotive leasing revenue associated with our resale value guarantee leasing programs accounted for as operating leases as those portfolios have declined.

The increase was primarily due to favorable changes in sales and production mix of Model 3 and Model Y as Gigafactory Shanghai has ramped in capacity.

Additionally, our Model Y gross margin has benefitted from shared manufacturing of Model 3 and learnings from the scaling of past products.

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, [removed: Canadian dollar] [added: pound sterling] and Norwegian krone in relation to our current year operations).

These changes would have resulted in a gain or loss of [removed: $277] [added: $473] million at December 31, [removed: 2021] [added: 2022] and [removed: $8] [added: $277] million at December 31, [removed: 2020] [added: 2021,] assuming no foreign currency hedging.

Interest Rate Risk

We are exposed to interest rate risk on our borrowings that bear interest at floating rates.

Pursuant to our risk management policies, in certain cases, we utilize derivative instruments to manage some of this risk.

We do not enter into derivative instruments for trading or speculative purposes.

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, 2021 and 2020 by $2 million and $4 million, respectively.

We [removed: also] [added: generally sell our products directly to customers, and] continue to grow our customer-facing infrastructure through a global network of vehicle service centers, Mobile [removed: Service technicians,] [added: Service,] body shops, Supercharger stations and Destination Chargers to accelerate the widespread adoption of our products.

[removed: Our mission to accelerate the world’s transition to sustainable energy,] [added: We believe that this mission, along with our] engineering expertise, vertically integrated business model and focus on user experience differentiate us from other companies.

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

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

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

We have also announced several planned electric vehicles to address additional vehicle markets, including specialized consumer electric vehicles in Cybertruck and the new Tesla [removed: Roadster and a commercial electric vehicle in Tesla Semi.][added: Roadster.]

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

[removed: Among other things, we] [added: We] maintain extensive testing and R&D capabilities for battery cells, packs and systems, and have built an expansive body of knowledge on lithium-ion cell chemistry types and performance characteristics.

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

The performance and safety systems of our vehicles and their battery packs [removed: require] [added: utilize] sophisticated control software.

Self-Driving [removed: Development][added: Development and Artificial Intelligence]

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

The efficiency of our solar energy products is aided by our own solar inverter, which [removed: also] incorporates our power electronics technologies.

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

We have also [removed: used our capabilities to achieve] [added: achieved] complex engineering feats in stamping, casting and thermal systems, and [removed: are currently developing designs that] [added: developed a method to] integrate batteries directly with vehicle body structures without separate battery packs to optimize manufacturability, weight, range and cost characteristics.

Our expertise in electrical, mechanical, civil and software engineering allows us to [removed: design and] [added: design, engineer,] manufacture [removed: our] [added: and install] energy [removed: generation] [added: generating] and storage products and [removed: components.][added: components, including at the residential through utility scale.]

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

In some jurisdictions, we also have galleries to educate and inform customers about our products, but such locations do not [removed: actually] transact in the sale of vehicles.

We reevaluate our sales strategy both globally and at a location-by-location level from time to time to optimize our [removed: current] sales channels.

[removed: Sales] [added: However, sales] of vehicles in the automobile industry tend to be cyclical in many markets, which may expose us to volatility from time to time.

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

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

We also work with a wide variety of hospitality, retail and public destinations, as well as businesses with commuting employees, to offer additional charging options for our [removed: customers.][added: customers, as well as single-family homeowners and multi-family residential entities, to deploy home charging solutions.]

We market and sell our solar and energy storage products to residential, commercial and industrial customers and utilities through a variety of [removed: channels.][added: channels, including through our website, stores and galleries, as well as through our network of channel partners, and in the case of some commercial customers, through PPA transactions.]

Performing vehicle service ourselves [removed: provides] [added: allows] us [removed: with the capability] to identify problems and implement solutions and improvements faster, and optimize logistics and inventory better, than traditional automobile manufacturers and their dealer networks.

We generally provide manufacturer’s limited warranties with our energy storage [removed: product] [added: products] and offer certain extended limited warranties that are available at the time of purchase of the system.

As part of our [added: solar] energy [removed: storage] system [added: and energy storage] contracts, we may provide the customer with performance guarantees that commit that the underlying system will meet or exceed the minimum energy [added: generation or] performance requirements specified in the contract.

Our insurance products are currently available in [removed: Arizona, California, Illinois, Ohio and Texas] [added: 12 states] and we plan to expand the markets in which we offer insurance products, as part of our ongoing effort to decrease the total cost of ownership for our customers.

Our solar PPAs, offered [added: primarily] to commercial customers, [removed: charges] [added: charge] a fee per kilowatt-hour based on the amount of electricity produced by our solar energy systems.

[removed: We established Gigafactory Shanghai] [added: Internationally, we also have manufacturing facilities in China (Gigafactory Shanghai) and Germany (Gigafactory Berlin-Brandenburg), which allows us] to increase the affordability of our vehicles for customers in local markets by reducing transportation and manufacturing costs and eliminating the impact of unfavorable tariffs.

We also intend to further increase cost-competitiveness in our significant markets by strategically adding local [removed: manufacturing, including at Gigafactory Berlin in Germany and Gigafactory Texas in Austin, Texas, which will begin production in 2022.][added: manufacturing.]

Our products use thousands of [removed: purchased] parts that are sourced from hundreds of suppliers across the world.

As is the case for [removed: most] [added: some] automotive companies, [removed: most] [added: some] of our procured components and systems are sourced from single suppliers.

Where multiple sources are available for certain key components, we work to qualify multiple suppliers for them where it is sensible to do so in order to minimize [added: potential] production risks [removed: owing] [added: due] to disruptions in their supply.

We strive to execute long-term supply contracts for such materials at competitive pricing when feasible, and we currently believe that we have adequate access to raw materials supplies [removed: in order] to meet the needs of our operations.

[removed: Globally, both the] [added: The] operation of our business [removed: by us and the ownership of our products by our customers are] [added: is also] impacted by various government programs, [removed: incentives] [added: incentives,] and other arrangements.

In such [removed: transactions] [added: 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.

In particular, [added: pursuant to the IRA,] Sections [removed: 48] [added: 48, 48E] and 25D of the [removed: U.S. Internal Revenue Code currently provide] [added: IRC provides] a tax credit [removed: of 26%] [added: between 6% and 70%] of qualified commercial or residential expenditures for solar energy systems, which may be claimed by our customers for systems they purchase, or by us for arrangements where we own the [removed: systems.][added: systems for properties that meet statutory requirements.]

These tax credits are primarily for the direct benefit of our customers and are currently scheduled to [removed: decline and/or expire] [added: phase-out starting] in 2023 [removed: and beyond.][added: or later.]

[removed: While our] [added: Our] current vehicles fully comply and we expect that our vehicles in the future will fully comply with all applicable FMVSS with limited or no exemptions, [added: however,] FMVSS are subject to change from time to time.

Our mission is to accelerate the world’s transition to sustainable energy.

We currently manufacture four different consumer vehicles – the Model 3, Y, S and X.

In December 2022, we began early production and deliveries of the Tesla Semi, our first commercial electric vehicle.

We are also applying our artificial intelligence learnings from self-driving technology to the field of robotics.

For example, in 2022 we previewed Optimus, a robotic humanoid which is controlled by the same AI system.

For example, the modular design of our Megapack utility-scale battery line is intended to significantly reduce the amount of assembly required in the field.

In November 2021, we began to offer Supercharger access to non-Tesla vehicles in certain locations in support of our mission to accelerate the world’s transition to sustainable energy.

We currently have manufacturing facilities in the US in Northern California, in Buffalo, New York, Gigafactory New York; in Austin, Texas, Gigafactory Texas and near Reno, Nevada, Gigafactory Nevada.

At these facilities, we manufacture and assemble, among other things, vehicles, certain vehicle parts and components, such as our battery packs and battery cells, energy storage components and solar products and components.

Globally, the ownership of our products by our customers is impacted by various government credits, incentives, and policies.

See Note 2, *Summary of Significant Accounting Policies*, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law and is effective for taxable years beginning after December 31, 2022, and remains subject to future guidance releases.

The IRA includes multiple incentives to promote clean energy, electric vehicles, battery and energy storage manufacture or purchase, including through providing tax credits to consumers.

For example, qualifying Tesla customers may receive up to $7,500 in federal tax credits for the purchase of qualified electric vehicles in the U.S through 2032.

Pursuant to the IRA, under Sections 48, 48E and 25D of the Internal Revenue Code (”IRC”), standalone energy storage technology is eligible for a tax credit between 6% and 50% of qualified expenditures, regardless of the source of energy, which may be claimed by our customers for storage systems they purchase or by us for arrangements where we own the systems.

These tax credits are primarily for the benefit of our customers and are currently scheduled to phase-out starting in 2032 or later.

We are focused on further enhancing sustainability of operations outside of our direct control, including reducing the carbon footprint of our supply chain.

We also strive to be an employer of choice by offering compelling, impactful jobs with best in-industry benefits.

Our greatest asset is our people and we continue to attract the best and brightest with our competitive pay and benefits package which starts with ownership.

We offer employees the opportunity to receive equity during their employment and share in the success of Tesla.

We are committed to providing a workplace where our employees feel respected and appreciated.

Human Resource (“HR”) Partners for each functional area are introduced in new hire orientation so employees know whom to contact with questions or concerns.

HR Partners are visible throughout facilities and are actively involved in driving culture and engagement alongside business leaders.

Our policies are designed to promote fairness and respect for everyone.

We hire, evaluate, and promote employees based on their skills and performance.

Everyone is expected to be trustworthy, demonstrate excellence in their performance, and collaborate with others.

With this in mind, we will not tolerate certain behaviors.

These include harassment, retaliation, violence, intimidation, and discrimination of any kind on the basis of race, color, religion, national origin, gender, sexual orientation, gender identity, gender expression, age, disability or veteran status.

To ensure this, anti-harassment training is conducted on day one of new hire orientation for all employees.

In addition, we run various leadership development programs throughout the year aimed at enhancing leaders’ skills, and in particular, helping them to understand how to appropriately respond to employee concerns.

Through our *See Something, Say Something* program, employees are encouraged to speak up both in regard to misconduct and safety concerns.

They can do so by contacting the integrity line, submitting concerns through our Take Charge process, or notifying their HR Partner or any member of management.

Responding to questions timely is key so we implemented HR Answer Bars in the factories where employees can easily access and speak with an HR representative immediately regarding career advice, benefits or any concerns the employee may have.

We have also implemented an HR Chatbot for 24x7 answers to team members’ questions.

To continue innovating and changing the world for the better, we must ensure we have a talented and engaged workforce with ample opportunity to contribute to our mission and grow professionally.

We are focused on intentionally creating pathways to career opportunities across Tesla through strategic initiatives such as:

Internships and Apprenticeships \- Over 3,000 university and community college students from around the world are hired into internship and apprenticeship opportunities at Tesla annually.

We recruit from over 100 collegiate institutions and diverse student organizations, attracting top talent passionate about accelerating the world’s transition to sustainable energy.

Tesla START \- Tesla START is an intensive training program providing individuals with the skills necessary for a successful technician role at Tesla.

We generally sell our products directly to customers, including through our website and retail locations.

Model 3

We currently manufacture Model 3 at the Fremont Factory and at Gigafactory Shanghai.

Model Y

We currently manufacture Model Y at the Fremont Factory and at Gigafactory Shanghai.

Model S and Model X

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

Future Consumer and Commercial Electric Vehicles

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

We have developed software that simplifies and expedites the design process, as well as mounting hardware that facilitates solar panel installation.

These Destination Charging and workplace locations deploy Tesla Wall Connectors to provide charging to Tesla vehicle owners who patronize or are employed at their businesses.

We also work with single-family homeowners and multi-family residential entities to deploy home charging solutions.

In the U.S., we offer residential solar and energy storage products directly through our website, stores and galleries, as well as through our network of channel partners.

Outside of the U.S., we use our international sales organization and a network of channel partners to market and sell these products for the residential market.

We also sell Powerwall directly to utilities.

In the case of products sold to utilities or channel partners, such partners typically sell the product to residential customers and manage the installation in customer homes.

We sell our commercial and utility-scale energy storage systems to customers through our U.S. and international sales organization and our channel partner network.

In certain jurisdictions, we also sell installed solar energy systems (with or without energy storage) to commercial customers through PPA transactions.

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

In August 2019, we launched an insurance product designed for our customers in California.

We currently offer certain loan and PPA options to residential or commercial customers who pair energy storage systems with solar energy systems.

Manufacturing Facilities in the Bay Area, California

We manufacture and test our vehicles at our manufacturing facilities in the Bay Area in California, including the Fremont Factory and other local manufacturing facilities.

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

Gigafactory Nevada near Reno, Nevada

Our battery material, cell, module and battery pack production for Model 3, Model Y and our energy products are manufactured in one location at Gigafactory Nevada.

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

Gigafactory Nevada allows us to access high volumes of lithium-ion battery cells manufactured by our partner Panasonic there while achieving a significant reduction in the cost of our battery packs.

We continue to invest in Gigafactory Nevada to achieve additional output there.

Gigafactory New York in Buffalo, New York

We use Gigafactory New York for the development and production of our Solar Roof and other solar products and components, energy storage components and Supercharger components and for other functions.

Gigafactory Shanghai in China

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

Gigafactory Shanghai is representative of our plan to iteratively improve our manufacturing operations as we establish new factories, as we implemented the learnings from our Model 3 and Model Y ramp at the Fremont Factory to commence and ramp our production at Gigafactory Shanghai quickly and cost-effectively.

Other Manufacturing

California Alternative Energy and Advanced Transportation Financing Authority Tax Incentives

We have agreements with the California Alternative Energy and Advanced Transportation Financing Authority that provide multi-year sales tax exclusions on purchases of manufacturing equipment that will be used for specific purposes, including the expansion and ongoing development of electric vehicles and powertrain production in California, thus reducing our cost basis in the related assets in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Gigafactory Nevada—Nevada Tax Incentives

In connection with the construction of Gigafactory Nevada, we entered into agreements with the State of Nevada and Storey County in Nevada that provide abatements for specified taxes, discounts to the base tariff energy rates and transferable tax credits in consideration of capital investment and hiring targets that were met at Gigafactory Nevada.

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.

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

The German Umweltbundesamt [removed: has] issued our subsidiary in Germany a notice and fine in the amount of 12 million euro alleging its non-compliance under applicable laws relating to market participation notifications and take-back obligations with respect to end-of-life battery products required thereunder.

This is primarily relating to administrative requirements, but Tesla has continued to take back battery packs, and [removed: although we cannot predict the outcome of this matter, including the final amount of any penalties, we] filed a new objection in June [removed: 2021 and it is not expected to have a material adverse impact on our business.][added: 2021.]

A hearing took place on November 24, 2022, and the parties reached a settlement which resulted in a further reduction of the fine to 600,000 euro.

Both parties have waived their right to appeal.

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.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| [removed: 13101] [added: 1] Tesla Road Austin, Texas | | 78725 |

The aggregate market value of voting stock held by non-affiliates of the registrant, as of June 30, [removed: 2021,] [added: 2022,] the last day of the registrant’s most recently completed second fiscal quarter, was [removed: $541.28] [added: $580.48] billion (based on the closing price for shares of the registrant’s Common Stock as reported by the NASDAQ Global Select Market on June 30, [removed: 2021).][added: 2022).]

As of January [removed: 31, 2022,] [added: 25, 2023,] there were [removed: 1,033,507,611] [added: 3,164,102,701] shares of the registrant’s common stock outstanding.

Portions of the registrant’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, [removed: 2021.][added: 2022.]

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| Item 1. | | [removed: [Business](#item_1_business)] [added: [Business](#business)] | | 4 |

| Item 1B. | | [Unresolved Staff Comments](#unresolved_staff_comments) | | [removed: 28] [added: 29] |

| Item 2. | | [Properties](#properties) | | [removed: 28] [added: 29] |

| Item 3. | | [Legal Proceedings](#legal_proceedings) | | [removed: 28] [added: 29] |

| Item 4. | | [Mine Safety Disclosures](#mine_safety_disclosures) | | [removed: 28] [added: 29] |

| Item 5. | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#item_5_market_for_registrants)] [added: Securities](#market_common_equity)] | | [removed: 29] [added: 30] |

| Item 6. | | [\[Reserved\]](#reserved) | | [removed: 30] [added: 31] |

| Item 7. | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#management_discussion_analysis)] [added: Operations](#mda)] | | [removed: 31] [added: 32] |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market Risk](#market_risk) | | [removed: 43] [added: 44] |

| Item 8. | | [Financial Statements and Supplementary [removed: Data](#item_8_financial_statememts_supplementar)] [added: Data](#financial_statements)] | | 45 |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#changes_and_disagreements)] [added: Disclosure](#changes_disagreements)] | | [removed: 96] [added: 90] |

| Item 9A. | | [Controls and Procedures](#controls_and_procedures) | | [removed: 96] [added: 90] |

| Item 9B. | | [Other Information](#other_information) | | [removed: 96] [added: 90] |

| Item 9C. | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#disclosure_regarding_foreign_juris)] [added: Inspections](#disclosure_foreign)] | | [removed: 96] [added: 90] |

| Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#item_10)] [added: Governance](#directors_officers)] | | [removed: 97] [added: 91] |

| Item 11. | | [Executive [removed: Compensation](#item_11)] [added: Compensation](#executive_compensation)] | | [removed: 97] [added: 91] |

| Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#item_12)] [added: Matters](#security_ownership)] | | [removed: 97] [added: 91] |

| Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#item_13)] [added: Independence](#certain_relationships)] | | [removed: 97] [added: 91] |

| Item 14. | | [Principal Accountant Fees and [removed: Services](#item_14)] [added: Services](#principal_accountant)] | | [removed: 97] [added: 91] |

| Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#item_15_exhibits_financial_statement_sch)] [added: Schedules](#exhibits)] | | [removed: 98] [added: 92] |

| Item 16. | | [removed: [Summary](#item_16_summary)] [added: [Summary](#summary)] | | [removed: 115] [added: 106] |

These forward-looking statements include, but are not limited to, statements concerning any potential future impact of the coronavirus disease (“COVID-19”) pandemic on our business, supply chain constraints, our strategy, competition, future operations and production capacity, future financial position, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the [removed: market] [added: markets] in which we operate, prospects and plans and objectives of management.

id

| [Signatures](#signatures) | | | | 107 |

PART I

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

PART I

| Gigafactory [removed: Berlin] [added: Berlin-Brandenburg] | | Grunheide, Germany | | Owned |

| Megafactory | | Lathrop, California | | Leased |

[removed: PART II][added: PART II]

Our initial public offering was priced at [removed: $3.40] [added: approximately $1.13] per share on June 28, 2010 as adjusted to give effect to the [added: 2022 Stock Split and the] five-for-one stock split effected in the form of a stock dividend in August [removed: 2020.][added: 2020 (the “2020 Stock Split”).]

As of January [removed: 31, 2022,] [added: 25, 2023,] there were [removed: 7,051] [added: 8,686] holders of record of our common stock.

The following graph shows a comparison, from January 1, [removed: 2017] [added: 2018] through December 31, [removed: 2021,] [added: 2022,] of the cumulative total return on our common stock, The NASDAQ Composite Index and a group of all public companies sharing the same SIC code as us, which is SIC code 3711, “Motor Vehicles and Passenger Car Bodies” (Motor Vehicles and Passenger Car Bodies Public Company Group).

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: 2017] [added: 2018] and reinvestment of dividends.

| [removed: ] [added: ] |

None

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.

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

| [Consolidated Balance [removed: Sheets](#consolidated_balance_sheets)] [added: Sheets](#balance_sheets)] | | [removed: 49] [added: 48] |

| [Consolidated Statements of [removed: Operations](#consolidated_statements_of_operations)] [added: Operations](#statements_of_operations)] | | [removed: 50] [added: 49] |

| [Consolidated Statements of Comprehensive [removed: Income (Loss)](#consolidated_statmnts_of_cmprehnsve_loss)] [added: Income](#statements_of_comprehensive_income)] | | [removed: 51] [added: 50] |

| [Consolidated Statements of Redeemable Noncontrolling Interests and [removed: Equity](#consolidated_statements_of_redeemable)] [added: Equity](#statements_of_equity)] | | [removed: 52] [added: 51] |

| [Consolidated Statements of Cash [removed: Flows](#consolidated_statements_of_cash_flows)] [added: Flows](#statements_of_cash_flows)] | | [removed: 53] [added: 52] |

| [Notes to Consolidated Financial [removed: Statements](#notes_to_consolidated_financial_statemen)] [added: Statements](#notes_to_financial_statements)] | | [removed: 54] [added: 53] |

Report of Independent [removed: Registered] [added: Registered] Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Tesla, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, of comprehensive [removed: income (loss),] [added: income,] of redeemable noncontrolling interests and equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

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

As described in Note 2 to the consolidated financial statements, total accrued warranty, which primarily relates to the automotive segment, was [removed: $2,101] [added: $3,505] million as of December 31, [removed: 2021.][added: 2022.]

A warranty reserve is accrued for these products sold, which includes management’s best estimate of the projected costs to repair or replace items under [removed: warranty, including] [added: warranty and] recalls if identified.

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

These procedures included testing the effectiveness of controls relating to management’s estimate of the automotive warranty [removed: reserve,] [added: reserve for certain Tesla vehicle models,] including controls over management’s [removed: estimate of] [added: significant assumptions related to] the nature, frequency and costs of future claims as well as the completeness and accuracy of actual claims incurred to date.

These procedures also included, among others, [added: performing one of the following: (i)] testing management’s process for determining the automotive warranty [removed: reserve.][added: reserve for certain Tesla vehicle models or (ii) developing an independent estimate of the automotive warranty reserve for certain Tesla vehicle models and comparing the independent estimate to management’s estimate to evaluate the reasonableness of the estimate.]

[removed: This included] [added: Testing management’s process involved] evaluating the [removed: appropriateness of the model applied and the] reasonableness of significant assumptions related to the nature and frequency of future claims and the related costs to repair or replace items under warranty.

Evaluating the assumptions related to the nature and frequency of future claims and the related costs to repair or replace items under warranty involved evaluating whether the assumptions used were reasonable [removed: considering current and past performance, including] [added: by performing] a lookback analysis comparing prior period forecasted claims to actual claims incurred.

[removed: These procedures also included developing an independent estimate of a portion of the automotive warranty reserve and comparing] [added: Developing] the independent estimate [removed: to management’s estimate to evaluate the reasonableness of the estimate, and] [added: involved] testing the completeness and accuracy of historical vehicle claims processed and [added: testing] that such claims were appropriately used by management in the estimation of future claims.

Professionals with specialized skill and knowledge were used to assist in developing an independent estimate of [removed: a portion of] the automotive warranty reserve [added: for certain Tesla vehicle models] and in evaluating the appropriateness of certain aspects of management’s [removed: model for estimating] [added: significant assumptions related to] the nature and frequency of future claims.

[removed: Consolidated] [added: Consolidated] Balance Sheets

| | | [added: 2022 | | | |] 2021 | | | | 2020 | | |

| Cash and cash equivalents | | $ | [added: 16,253 | | | $ |] 17,576 | | | $ | 19,384 | |

| Short-term [removed: marketable securities] [added: investments] | | | [removed: 131] [added: 5,932] | | | | [removed: —] [added: 131] | |

| Accounts receivable, net | | | [removed: 1,913] [added: 2,952] | | | | [removed: 1,886] [added: 1,913] | |

| Inventory | | | [removed: 5,757] [added: 12,839] | | | | [removed: 4,101] [added: 5,757] | |

| Prepaid expenses and other current assets | | | [removed: 1,723] [added: 2,941] | | | | [removed: 1,346] [added: 1,723] | |

| Total current assets | | | [removed: 27,100] [added: 40,917] | | | | [removed: 26,717] [added: 27,100] | |

| Operating lease vehicles, net | | | [removed: 4,511] [added: 5,035] | | | | [removed: 3,091] [added: 4,511] | |

| Solar energy systems, net | | | [removed: 5,765] [added: 5,489] | | | | [removed: 5,979] [added: 5,765] | |

| Property, plant and equipment, net | | | [removed: 18,884] [added: 23,548] | | | | [removed: 12,747] [added: 18,884] | |

| Operating lease right-of-use assets | | | [removed: 2,016] [added: 2,563] | | | | [removed: 1,558] [added: 2,016] | |

| Digital assets, net | | | [removed: 1,260] [added: 184] | | | | [removed: —] [added: 1,260] | |

| Intangible assets, net | | | [removed: 257] [added: 215] | | | | [removed: 313] [added: 257] | |

| Goodwill | | | [removed: 200] [added: 194] | | | | [removed: 207] [added: 200] | |

| Other non-current assets | | | [removed: 2,138] [added: 4,193] | | | | [removed: 1,536] [added: 2,138] | |

| Total assets | | $ | [removed: 62,131] [added: 82,338] | | | $ | [removed: 52,148] [added: 62,131] | |

| Accounts payable | | $ | [removed: 10,025] [added: 15,255] | | | $ | [removed: 6,051] [added: 10,025] | |

| Retained earnings (1) | | | 12,885 | | | | 329 | |

Prior period results have been adjusted to reflect the three\-for-one stock split effected in the form of a stock dividend in August 2022.

See Note 1, *Overview*, for details.

| Basic | | $ | 4.02 | | | $ | 1.87 | | | $ | 0.25 | |

| Diluted | | $ | 3.62 | | | $ | 1.63 | | | $ | 0.21 | |

| Basic | | | 3,130 | | | | 2,959 | | | | 2,798 | |

| Diluted | | | 3,475 | | | | 3,386 | | | | 3,249 | |

Prior period results have been adjusted to reflect the three\-for-one stock split effected in the form of a stock dividend in August 2022.

See Note 1, *Overview*, for details.

| Settlements of warrants | | | — | | | | | 112 | | | | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |

| Buy-outs of noncontrolling interests | | | (11 | ) | | | | — | | | | — | | | | 27 | | | | — | | | | — | | | | 27 | | | | (61 | ) | | | (34 | ) |

| Net (loss) income | | | (102 | ) | | | | — | | | | — | | | | — | | | | — | | | | 12,556 | | | | 12,556 | | | | 133 | | | | 12,689 | |

| Balance as of December 31, 2022 | | $ | 409 | | | | | 3,164 | | | $ | 3 | | | $ | 32,177 | | | $ | (361 | ) | | $ | 12,885 | | | $ | 44,704 | | | $ | 785 | | | $ | 45,489 | |

Prior period results have been adjusted to reflect the three\-for-one stock split effected in the form of a stock dividend in August 2022.

See Note 1, *Overview*, for details.

| Purchases of investments | | | (5,835 | ) | | | (132 | ) | | | — | |

| Proceeds from maturities of investments | | | 22 | | | | — | | | | — | |

In addition, we have experienced and are experiencing the impacts of varying levels of inflation caused by the COVID‐19 pandemic and general global economic conditions.

On August 5, 2022, we increased the number of authorized shares of common stock by 4,000,000,000 shares and our Board of Directors declared the 2022 Stock Split.

Each stockholder of record on August 17, 2022 received a dividend of two additional shares of common stock for each then-held share, distributed after close of trading on August 24, 2022.

All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the 2022 Stock Split.

The estimates used for, but not limited to, determining significant economic incentive for resale value guarantee arrangements, sales return reserves, the collectability of accounts and finance receivables, inventory valuation, warranties, fair value of long-lived assets, goodwill, fair value of financial instruments, fair value and residual value of operating lease vehicles and solar energy systems subject to leases could be impacted.

| Automotive sales (1) | | $ | 67,210 | | | $ | 44,125 | | | $ | 24,604 | |

| Automotive regulatory credits | | | 1,776 | | | | 1,465 | | | | 1,580 | |

| Services and other | | | 6,091 | | | | 3,802 | | | | 2,306 | |

| Automotive leasing | | | 2,476 | | | | 1,642 | | | | 1,052 | |

The net release or increase of reserves which impacted automotive sales revenue were immaterial for the years ended December 31, 2022 and December 31, 2020.

Further, $324 million of the total revenue recognized as of December 31, 2022 is related to the general FSD feature release in North America in the fourth quarter of 2022.

Other limited free Supercharging incentives are recognized based on actual usage or expiration, whichever is earlier.

| Deferred revenue— beginning of period | | $ | 2,382 | | | $ | 1,926 | |

| Deferred revenue— end of period | | $ | 2,913 | | | $ | 2,382 | |

Revenue recognized from the deferred revenue balance as of December 31, 2021 was $472 million as of December 31, 2022, primarily related to the general FSD feature release in North America in the fourth quarter of 2022.

We have been providing loans for financing our automotive deliveries during the year ended December 31, 2022.

We have recorded net financing receivables on the consolidated balance sheets, of which $128 million is recorded within Accounts receivable, net, for the current portion and $665 million is recorded within Other non-current assets for the long-term portion, as of December 31, 2022.

During the year ended December 31, 2022, we had also recognized $288 million in revenue due to changes in regulation which entitled us to additional consideration for credits sold previously.

At the end of the lease term, customers are generally required to return the vehicles to us.

We have been providing loans for financing our energy generation products during the year ended December 31, 2022.

We have recorded net financing receivables on the consolidated balance sheets, of which $24 million is recorded within Accounts receivable, net, for the current portion and $387 million is recorded within Other non-current assets for the long-term portion, as of December 31, 2022.

| | | 2022 | | | | 2021 | | | | 2020 | | |

| Warrants | | | 32 | | | | 106 | | | | 112 | |

February 4, 2022

| Retained earnings (accumulated deficit) | | | 331 | | | | (5,399 | ) |

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

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

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

| Basic | | $ | 5.60 | | | $ | 0.74 | | | $ | (0.98 | ) |

| Diluted | | $ | 4.90 | | | $ | 0.64 | | | $ | (0.98 | ) |

| Basic | | | 986 | | | | 933 | | | | 887 | |

| Diluted | | | 1,129 | | | | 1,083 | | | | 887 | |

| Balance as of December 31, 2018 | | $ | 556 | | | | | 863 | | | $ | 1 | | | $ | 10,248 | | | $ | (8 | ) | | $ | (5,318 | ) | | $ | 4,923 | | | $ | 834 | | | $ | 5,757 | |

| Adjustments for prior periods from adopting ASC 842 | | | — | | | | | — | | | | — | | | | — | | | | — | | | | 97 | | | | 97 | | | | — | | | | 97 | |

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

| Sales of warrants | | | — | | | | | — | | | | — | | | | 174 | | | | — | | | | — | | | | 174 | | | | — | | | | 174 | |

| Issuance of common stock in May 2019 public offering at $48.60 per share, net of issuance costs of $15 | | | — | | | | | 18 | | | | 0 | | | | 848 | | | | — | | | | — | | | | 848 | | | | — | | | | 848 | |

| Contributions from noncontrolling interests | | | 105 | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 174 | | | | 174 | |

| Other | | | (1 | ) | | | | — | | | | — | | | | (4 | ) | | | — | | | | — | | | | (4 | ) | | | — | | | | (4 | ) |

| Operating cash flow related to repayment of discounted convertible senior notes | | | — | | | | — | | | | (188 | ) |

| Purchases of marketable securities | | | (132 | ) | | | — | | | | — | |

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

| Proceeds from issuance of warrants | | | — | | | | — | | | | 174 | |

| Equity issued in connection with business combination | | $ | — | | | $ | — | | | $ | 207 | |

There has continued to be widespread impact from the coronavirus disease (“COVID-19”) pandemic.

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.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets which could impact our estimates and assumptions.

| Automotive sales without resale value guarantee | | $ | 43,186 | | | $ | 24,053 | | | $ | 19,212 | |

| Automotive sales with resale value guarantee (1) | | | 939 | | | | 551 | | | | 146 | |

For the years ended December 31, 2020 and 2019, vehicle pricing reductions resulted in an increase of our reserve of $72 million and $555 million, respectively, which represented decreases in automotive sales revenue.

Automotive Sales without Resale Value Guarantee

At the time of revenue recognition, we reduce the transaction price and record a sales return reserve against revenue for estimated variable consideration related to future product returns.

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

Commissions are not paid on other obligations such as access to our Supercharger network, internet connectivity, FSD features and over-the-air software updates.

Automotive Sales with Resale Value Guarantee or a Buyback Option

We also offer resale value guarantees in connection with automotive sales to certain leasing partners.

The performance obligations and the pattern of recognizing automotive sales with resale value guarantees are consistent with automotive sales without resale value guarantees with the exception of our estimate for sales return reserve.

Due to actual return rates being lower than expected and increases in resale values of our vehicles during 2021, we estimated that there is a lower future likelihood that customers will exercise their resale value guarantees.

We adjusted our sales return reserve on vehicles sold with resale value guarantees resulting in an increase of automotive sales revenues of $365 million for the year ended December 31, 2021 and a corresponding increase in cost of automotive sales of $286 million.

The net benefit in gross profit was $79 million for the year ended December 31, 2021.

| Deferred revenue on automotive sales with and without resale value guarantee— beginning of period | | $ | 1,926 | | | $ | 1,472 | |

| Deferred revenue on automotive sales with and without resale value guarantee— end of period | | $ | 2,382 | | | $ | 1,926 | |

At the end of the lease term, customers are required to return the vehicles to us or, for Model S and Model X in certain regions, may opt to purchase the vehicles for a pre-determined residual value.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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.

Our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] as stated in their report which is included herein.

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021,] [added: 2022,] which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

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

The information required by this Item 10 of Form 10-K will be included in our 2023 Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

The 2023 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.

The information required by this Item 11 of Form 10-K will be included in our 2023 Proxy Statement and is incorporated herein by reference.

The information required by this Item 12 of Form 10-K will be included in our 2023 Proxy Statement and is incorporated herein by reference.

The information required by this Item 13 of Form 10-K will be included in our 2023 Proxy Statement and is incorporated herein by reference.

The information required by this Item 14 of Form 10-K will be included in our 2023 Proxy Statement and is incorporated herein by reference.

PART IV

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

| 4.16 | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of March [removed: 5, 2014,] [added: 22, 2017,] by and between the Registrant and U.S. Bank National [removed: Association.](https://www.sec.gov/Archives/edgar/data/1318605/000119312514084484/d686051dex44.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/1318605/000119312517092269/d341621dex42.htm)] | | 8-K | | 001-34756 | | [removed: 4.4] [added: 4.2] | | March [removed: 5, 2014] [added: 22, 2017] | | |

| 4.17 | | [Form of [removed: 1.25%] [added: 2.375%] Convertible Senior Note Due March [removed: 1, 2021] [added: 15, 2022] (included in Exhibit [removed: 4.16).](https://www.sec.gov/Archives/edgar/data/1318605/000119312514084484/d686051dex44.htm)] [added: 4.18).](https://www.sec.gov/Archives/edgar/data/1318605/000119312517092269/d341621dex42.htm)] | | 8-K | | 001-34756 | | [removed: 4.4] [added: 4.2] | | March [removed: 5, 2014] [added: 22, 2017] | | |

| 4.18 | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of [removed: March 22, 2017,] [added: May 7, 2019,] by and between [removed: the] Registrant and U.S. Bank National [removed: Association.](https://www.sec.gov/Archives/edgar/data/1318605/000119312517092269/d341621dex42.htm)] [added: Association, related to 2.00% Convertible Senior Notes due May 15, 2024.](https://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)] | | 8-K | | 001-34756 | | 4.2 | | [removed: March 22, 2017] [added: May 8, 2019] | | |

| 4.19 | | [Form of [removed: 2.375%] [added: 2.00%] Convertible Senior [removed: Note Due March] [added: Notes due May] 15, [removed: 2022] [added: 2024] (included in Exhibit [removed: 4.18).](https://www.sec.gov/Archives/edgar/data/1318605/000119312517092269/d341621dex42.htm)] [added: 4.20).](https://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)] | | 8-K | | 001-34756 | | 4.2 | | [removed: March 22, 2017] [added: May 8, 2019] | | |

| [removed: 4.21] [added: 10.23] | | [Form of [added: Call Option Confirmation relating to] 2.00% Convertible Senior Notes due May 15, [removed: 2024 (included in Exhibit 4.20).](https://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1318605/000119312519135910/d730491dex101.htm).] | | 8-K | | 001-34756 | | [removed: 4.2] [added: 10.1] | | May [removed: 8,] [added: 3,] 2019 | | |

| [removed: 4.24] [added: 4.20] | | [Indenture, dated as of October 15, 2014, between SolarCity and U.S. Bank National Association, as 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: [Eighth] [added: [Twentieth] Supplemental Indenture, dated as of [removed: January 29,] [added: March 26,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 4.00%] [added: 4.70%] Solar Bonds, Series [removed: 2015/4-7.](https://www.sec.gov/Archives/edgar/data/1408356/000119312515025584/d860676dex45.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 | | [removed: January 29,] [added: March 26,] 2015 | | |

| [removed: 4.26] [added: 4.21] | | [Tenth Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/6-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm) | | 8-K(1) | | 001-35758 | | 4.3 | | March 9, 2015 | | |

| [removed: 4.27] [added: 4.22] | | [Eleventh Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/7-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | March 9, 2015 | | |

| [removed: 4.28] [added: 4.23] | | [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 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: 4.29] [added: 4.24] | | [Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C5-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | March 19, 2015 | | |

| 4.30 | | [removed: [Twentieth] [added: [Thirty-Fifth] Supplemental Indenture, dated as of [removed: March 26,] [added: April 14,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C9-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm)] [added: 2015/C24-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | [removed: March 26,] [added: April 14,] 2015 | | |

| [removed: 4.31] [added: 4.26] | | [Twenty-First Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C10-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | March 26, 2015 | | |

| [removed: 4.32] [added: 4.27] | | [Twenty-Sixth Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C14-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | April 2, 2015 | | |

| [removed: 4.33] [added: 4.28] | | [Thirtieth Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C19-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | April 9, 2015 | | |

| [removed: 4.34] [added: 4.29] | | [Thirty-First Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C20-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex46_2015040910.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | April 9, 2015 | | |

| [removed: 4.35] [added: 4.34] | | [removed: [Thirty-Fifth] [added: [Forty-Third] Supplemental Indenture, dated as of April [removed: 14,] [added: 27,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series [removed: 2015/C24-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm)] [added: 2015/C32-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | April [removed: 14,] [added: 27,] 2015 | | |

| [removed: 4.36] [added: 4.31] | | [Thirty-Sixth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C25-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | April 14, 2015 | | |

| [removed: 4.37] [added: 4.32] | | [Thirty-Eighth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C27-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex43_201504217.htm) | | 8-K(1) | | 001-35758 | | 4.3 | | April 21, 2015 | | |

| [removed: 4.38] [added: 4.33] | | [Thirty-Ninth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C28-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | April 21, 2015 | | |

| [removed: 4.39] [added: 4.63] | | [removed: [Forty-Third] [added: [One Hundred-and-Forty-Third] Supplemental Indenture, dated as of [removed: April 27,] [added: October 30,] 2015, by and between SolarCity and the Trustee, related to SolarCity’s [removed: 4.70%] [added: 5.00%] Solar Bonds, Series [removed: 2015/C32-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm)] [added: 2015/25-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015008995/scty-ex45_9.htm)] | | 8-K(1) | | 001-35758 | | 4.5 | | [removed: April 27,] [added: October 30,] 2015 | | |

| [removed: 4.40] [added: 4.35] | | [Forty-Fourth Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C33-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | April 27, 2015 | | |

| [removed: 4.41] [added: 4.36] | | [Forty-Eighth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/12-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | May 1, 2015 | | |

| [removed: 4.42] [added: 4.37] | | [Forty-Ninth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/13-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex46_2015042710.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | May 1, 2015 | | |

| [removed: 4.43] [added: 4.38] | | [Fifty-Second Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C36-10](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm). | | 8-K(1) | | 001-35758 | | 4.4 | | May 11, 2015 | | |

| [removed: 4.44] [added: 4.39] | | [Fifty-Third Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C37-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex45_201505119.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | May 11, 2015 | | |

| [removed: 4.45] [added: 4.40] | | [Fifty-Seventh Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C40-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | May 18, 2015 | | |

| [removed: 4.46] [added: 4.41] | | [Fifty-Eighth Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C41-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | May 18, 2015 | | |

| [removed: 4.47] [added: 4.42] | | [Sixty-First Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C44-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex44_201505268.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | May 26, 2015 | | |

| [removed: 4.48] [added: 4.43] | | [Sixty-Second Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C45-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex45_201505269.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | May 26, 2015 | | |

| [removed: 4.49] [added: 4.44] | | [Seventieth Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C52-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex44_201506168.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | June 16, 2015 | | |

| [removed: 4.50] [added: 4.45] | | [Seventy-First Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C53-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex45_201506169.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | June 16, 2015 | | |

| [removed: 4.51] [added: 4.46] | | [Seventy-Fourth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C56-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex44_201506228.htm) | | 8-K(1) | | 001-35758 | | 4.4 | | June 23, 2015 | | |

| [removed: 4.52] [added: 4.47] | | [Seventy-Fifth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C57-15](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex45_201506229.htm). | | 8-K(1) | | 001-35758 | | 4.5 | | June 23, 2015 | | |

| [removed: 4.53] [added: 4.48] | | [Eightieth Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C61-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex45_201506299.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | June 29, 2015 | | |

| [removed: 4.54] [added: 4.49] | | [Eighty-First Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C62-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex46_2015062910.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | June 29, 2015 | | |

| [removed: 4.55] [added: 4.50] | | [Ninetieth Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C71-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex45_9.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | July 21, 2015 | | |

| [removed: 4.56] [added: 4.51] | | [Ninety-First Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C72-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex46_10.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | July 21, 2015 | | |

| [removed: 4.57] [added: 4.52] | | [Ninety-Fifth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/20-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex45_10.htm) | | 8-K(1) | | 001-35758 | | 4.5 | | July 31, 2015 | | |

| 10.59 | | [Credit Agreement, dated as of January 20, 2023, among Tesla, Inc., the Lenders and Issuing Banks from time to time party thereto, Citibank, N.A., as Administrative Agent and Deutsche Bank Securities, Inc., as Syndication Agent](https://www.sec.gov/Archives/edgar/data/1318605/000095017023001409/tsla-ex10_59.htm) | | — | | — | | — | | — | | X |

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

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

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

| 4.20 | | [Fifth Supplemental Indenture, dated as of May 7, 2019, by and between Registrant and U.S. Bank National Association, related to 2.00% Convertible Senior Notes due May 15, 2024.](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 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, 2025](https://www.sec.gov/Archives/edgar/data/1318605/000156459017017989/tsla-ex41_7.htm). | | 8-K | | 001-34756 | | 4.2 | | August 23, 2017 | | |

| 4.80 | | [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.](https://www.sec.gov/Archives/edgar/data/1408356/000156459016012103/scty-ex46_45.htm) | | 8-K(1) | | 001-35758 | | 4.6 | | January 29, 2016 | | |

| 10.24 | | [Form of Warrant Confirmation relating to 2.375% Convertible Notes due March 15, 2022.](https://www.sec.gov/Archives/edgar/data/1318605/000119312517092269/d341621dex102.htm) | | 8-K | | 001-34756 | | 10.2 | | March 22, 2017 | | |

| 10.25 | | [Form of Call Option Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024](https://www.sec.gov/Archives/edgar/data/1318605/000119312519135910/d730491dex101.htm). | | 8-K | | 001-34756 | | 10.1 | | May 3, 2019 | | |

| 10.26 | | [Form of Warrant Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024.](https://www.sec.gov/Archives/edgar/data/1318605/000119312519135910/d730491dex102.htm) | | 8-K | | 001-34756 | | 10.2 | | May 3, 2019 | | |

| 10.46†† | | [Second Amended and Restated Loan and Security Agreement, dated as of August 28, 2020, 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/0001318605/000156459020047486/tsla-ex102_252.htm). | | 10-Q | | 001-34756 | | 10.2 | | October 26, 2020 | | |

| 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 | | |

| 10.49† | | [Loan and Security Agreement, executed on December 28, 2018, by and among LML 2018 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/0001318605/000156459019003165/tsla-ex1055_754.htm) | | 10-K | | 001-34756 | | 10.55 | | February 19, 2019 | | |

| 10.50†† | | [Letter of Consent, dated as of June 14, 2019, by and among LML 2018 Warehouse SPV, LLC, Deutsche Bank AG, New York Branch, as Administrative Agent, and the Group Agents party thereto, in respect of the Loan and Security Agreement, dated as of August 17, 2017 and as amended from time to time, by and among LML Warehouse SPV, LLC, Tesla Finance LLC, and the Lenders, Group Agents and Administrative Agent from time to time party thereto.](https://www.sec.gov/Archives/edgar/data/0001318605/000156459019026445/tsla-ex101_197.htm) | | 10-Q | | 001-34756 | | 10.1 | | July 29, 2019 | | |

| 10.51†† | | [Amendment No. 1 to Loan and Security Agreement, dated as of August 16, 2019, by and among LML 2018 Warehouse SPV, LLC, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent, and the Lenders and Group Agents from time to time party thereto.](https://www.sec.gov/Archives/edgar/data/1318605/000156459019038256/tsla-ex102_222.htm) | | 10-Q | | 001-34756 | | 10.2 | | October 29, 2019 | | |

| 10.52 | | [Amendment No. 2 to Loan and Security Agreement, dated as of December 13, 2019, by and among LML 2018 Warehouse SPV, LLC, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent, and the Lenders and Group Agents from time to time party thereto.](https://www.sec.gov/Archives/edgar/data/0001318605/000156459020004475/tsla-ex1069_647.htm) | | 10-K | | 001-34756 | | 10.69 | | February 13, 2020 | | |

| 10.53 | | [Letter of Consent, dated February 18, 2020, by and among LML 2018 Warehouse SPV, LLC, Tesla 2014 Warehouse SPV LLC, LLC and Deutsche Bank AG, New York Branch, as Administrative Agent and as Group Agent under the 2018 Loan Agreement and the 2014 Loan Agreement, and the Group Agents party thereto, in respect of (i) the Loan and Security Agreement, dated December 27, 2018 and as amended from time to time, among LML 2018 Warehouse SPV, LLC, Tesla Finance LLC, Deutsche Bank Trust Company Americans, as Paying Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, the lenders parties and agent parties thereto, and (ii) the Amended and Restated Loan and Security Agreement, dated August 17, 2017 and as amended from time to time, among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the lenders and group agents 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/0001318605/000156459020019931/tsla-ex101_275.htm) | | 10-Q | | 001-34756 | | 10.1 | | April 30, 2020 | | |

| 10.54†† | | [Letter of Consent, dated as of August 14, 2020, by and among LML 2018 Warehouse SPV, LLC, Tesla 2014 Warehouse SPV LLC, Deutsche Bank AG, New York Branch, as Administrative Agent and Group Agent, and the Group Agents party thereto, in respect of (i) the Loan and Security Agreement, dated as of December 27, 2018 and as amended from time to time, by and among LML 2018 Warehouse SPV, LLC, Tesla Finance LLC, and the Lenders, Group Agents, Paying Agent and Administrative Agent from time to time party thereto, and (ii) the Amended and Restated Loan and Security Agreement, dated as of August 17, 2017 and as amended from time to time, by and among LML Warehouse SPV, LLC, Tesla Finance LLC, and the Lenders, Group Agents and Administrative Agent from time to time party thereto.](https://www.sec.gov/Archives/edgar/data/0001318605/000156459020047486/tsla-ex101_69.htm) | | 10-Q | | 001-34756 | | 10.1 | | October 26, 2020 | | |

| 10.55 | | [Payoff and Termination Letter, executed on August 28, 2020, by and among LML 2018 Warehouse SPV, 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, relating to Loan and Security Agreement.](https://www.sec.gov/Archives/edgar/data/0001318605/000156459020047486/tsla-ex103_154.htm) | | 10-Q | | 001-34756 | | 10.3 | | October 26, 2020 | | |

| 10.71†† | | [Facility Agreement, dated as of September 26, 2019, by and between China Merchants Bank Co., Ltd. Beijing Branch and Tesla Automobile (Beijing) Co., Ltd. (English translation).](https://www.sec.gov/Archives/edgar/data/0001318605/000156459019038256/tsla-ex103_488.htm) | | 10-Q | | 001-34756 | | 10.3 | | October 29, 2019 | | |

| 10.72†† | | [Statement Letter to China Merchants Bank Co., Ltd. Beijing Branch from Tesla Automobile (Beijing) Co., Ltd., dated as of September 26, 2019 (English translation)](https://www.sec.gov/Archives/edgar/data/1318605/000156459019038256/tsla-ex104_431.htm). | | 10-Q | | 001-34756 | | 10.4 | | October 29, 2019 | | |

| 10.73†† | | [Fixed Asset Syndication Loan Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd., China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation).](https://www.sec.gov/Archives/edgar/data/0001318605/000156459020004475/tsla-ex1085_648.htm) | | 10-K | | 001-34756 | | 10.85 | | February 13, 2020 | | |

| 10.74†† | | [Fixed Asset Syndication Loan Agreement and Supplemental Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd., China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation).](https://www.sec.gov/Archives/edgar/data/0001318605/000156459020004475/tsla-ex1086_649.htm) | | 10-K | | 001-34756 | | 10.86 | | February 13, 2020 | | |

| 10.75†† | | [Syndication Revolving Loan Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd. China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation).](https://www.sec.gov/Archives/edgar/data/0001318605/000156459020004475/tsla-ex1087_650.htm) | | 10-K | | 001-34756 | | 10.87 | | February 13, 2020 | | |

| 10.76†† | | [Working Capital Loan Contact, dated as of May 7, 2020, between Industrial and Commercial Bank of China, China (Shanghai) Pilot Free Trade Zone Lingang Special Area Branch and Tesla (Shanghai) Co., Ltd.](https://www.sec.gov/Archives/edgar/data/1318605/000156459020033670/tsla-ex105_151.htm) | | 10-Q | | 001-34756 | | 10.5 | | July 28, 2020 | | |

| Date: [removed: February 4, 2022] [added: January 30, 2023] | | /s/ Elon Musk |

| /s/ Elon Musk | | Chief Executive Officer and Director (Principal Executive Officer) | | [removed: February 4, 2022] [added: January 30, 2023] |

| /s/ Zachary J. Kirkhorn | | Chief Financial Officer (Principal Financial Officer) | | [removed: February 4, 2022] [added: January 30, 2023] |

| /s/ Vaibhav Taneja | | Chief Accounting Officer (Principal Accounting Officer) | | [removed: February 4, 2022] [added: January 30, 2023] |

| /s/ Robyn Denholm | | Director | | [removed: February 4, 2022] [added: January 30, 2023] |

| /s/ Ira Ehrenpreis | | Director | | [removed: February 4, 2022] [added: January 30, 2023] |

| /s/ Hiromichi Mizuno | | Director | | [removed: February 4, 2022] [added: January 30, 2023] |

| /s/ James Murdoch | | Director | | [removed: February 4, 2022] [added: January 30, 2023] |

| /s/ Kimbal Musk | | Director | | [removed: February 4, 2022] [added: January 30, 2023] |

| /s/ Kathleen Wilson-Thompson | | Director | | [removed: February 4, 2022] [added: January 30, 2023] |

None.

SIGNATURES

| /s/ Joseph Gebbia | | Director | | January 30, 2023 |

| Joseph Gebbia | | | | |

None

SIGNATURES

| /s/ Lawrence J. Ellison | | Director | | February 4, 2022 |

| Lawrence J. Ellison | | | | |