Tesla (TSLA) 10-K risk factor changes: FY2023 vs FY2022

We [added: also] cannot predict the duration or direction of current global trends or their sustained [removed: impact.][added: impact on consumer demand.]

[removed: Lastly, rising] [added: 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.

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

[removed: There] [added: As we expand our vehicle offerings and global footprint, there] is no guarantee that we will be able to successfully and timely introduce and scale such processes or features.

In particular, our future business depends in large part on increasing the production of mass-market [removed: vehicles including Model 3 and Model Y.][added: vehicles.]

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

If we are not successful in achieving these goals, we could face delays in establishing and/or sustaining our [removed: Model 3 and Model Y] [added: product] ramps or be unable to meet our related cost and profitability targets.

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

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

Additionally, if our suppliers do not accurately forecast and effectively allocate production or if they are not willing to allocate sufficient production to us, [added: or face other challenges such as insolvency,] it may reduce our access to components and require us to search for new suppliers.

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

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

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

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

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

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

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 [added: than currently available cells.]

[removed: If we are] unable to do so, we may have to curtail our planned vehicle and energy storage product production or procure additional cells from suppliers at potentially greater costs, either of which may harm our business and operating results.

[added: -] perceptions about electric vehicle features, quality, safety, performance and cost;

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

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

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

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

[added: -] concerns about our future viability.

[removed: Finally, the] [added: The] target demographics for our [removed: vehicles, particularly Model 3 and Model Y,] [added: vehicles] are highly competitive.

If our products contain design or manufacturing [removed: defects] [added: defects, whether relating to our software or hardware,] that cause them not to perform as [removed: expected] [added: designed] or [added: intended or] that require repair, or certain features of our vehicles such as new Autopilot or FSD [added: Capability] features take longer than expected to become enabled, are legally restricted or become subject to onerous regulation, our ability to develop, market and sell our products and services may be harmed, and we may experience delivery delays, product recalls, [added: allegations of] product liability, breach of warranty and [added: related] consumer protection claims and significant warranty and other expenses.

[removed: There] [added: While we are continuously working to develop and improve our products’ capability and performance, there] is no guarantee that any incremental changes in the specific [added: software or] equipment we deploy in our vehicles over time will not result in initial functional disparities from prior iterations or will perform as [removed: expected] [added: forecast] in the timeframe we anticipate, or at all.

[removed: While we] [added: We] have performed, and continue to perform, extensive internal testing on our products and features, [added: though, like the rest of the industry,] we currently have a limited frame of reference by which to evaluate [added: certain aspects of] their long-term quality, reliability, durability and performance [removed: characteristics.][added: characteristics, including exposure to or consequence of external attacks.]

[removed: There can] [added: While we attempt to identify and address or remedy defects we identify pre-production and sale, there may] be [removed: no assurance] [added: latent defects] that we [removed: will] [added: may] be [removed: able] [added: unable] to detect [removed: and fix any defects] [added: or control for] in our [removed: products] [added: products, and thereby address,] prior to their sale to or installation for customers.

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

In particular, Tesla’s products, business, results of operations, and statements and actions of Tesla and its management are [removed: well-publicized] [added: subject to significant amounts of commentary] by a range of third parties.

As of December 31, [removed: 2022,] [added: 2023,] we are currently in excess of such targets relating to investments and personnel in the State of New York and Buffalo.

While we expect to have and grow significant operations at Gigafactory New York and the surrounding Buffalo area, any failure by us in any year over the course of the term of the agreement to meet all applicable future obligations may result in our obligation to pay a “program payment” of $41 million to the SUNY Foundation for such year, the termination of our lease at Gigafactory New York which may require us to pay additional penalties, and/or the need to adjust certain of our [removed: operations, in particular our production ramp of the Solar Roof or other components.][added: operations.]

Mr. Musk also currently serves as Chief Executive Officer and Chief Technical Officer of Space Exploration Technologies Corp., a developer and manufacturer of space launch vehicles, [added: Chairman and] Chief [removed: Executive] [added: Technical] Officer of [removed: Twitter, Inc.,] [added: X Corp.,] a social media company, and is involved in other emerging technology ventures.

Recalls for our vehicles have resulted from various hardware and software-related safety [removed: defect] [added: concerns] or non-compliance determinations.

We provide a manufacturer’s warranty on all new and used Tesla vehicles we [removed: sell.][added: sell directly to customers.]

In addition, under certain circumstances we are required to [removed: comply with] [added: maintain] a [removed: fixed charge coverage ratio.][added: certain amount of liquidity.]

As of December 31, [removed: 2022,] [added: 2023,] we and our subsidiaries had outstanding [removed: $2.06] [added: $4.68] billion in aggregate principal amount of indebtedness (see Note 11, *Debt*, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K).

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

In addition, a portion of our costs and expenses have been, and we anticipate will continue to be, denominated in foreign [removed: currencies, including the Chinese yuan and Japanese yen.][added: currencies.]

Finally, as we construct new manufacturing facilities and add production lines to existing facilities, we may experience issues in correspondingly increasing the level of localized procurement at those facilities.

The construction of and commencement and ramp of production at these factories are subject

If we are

In addition, certain government and economic incentives which provide benefits to manufacturers who assemble domestically or have local suppliers, may provide a greater benefit to our competitors, which could negatively impact our profitability.

For example, we monitor tax legislation changes on a global basis, including changes arising as a result of the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting.

In addition, the effective protection for our brands, technologies, and proprietary information may be limited or unavailable in certain countries, making it difficult to protect our intellectual property from misappropriation or infringement.

Although we make reasonable efforts to maintain the confidentiality of our proprietary information, we cannot guarantee that these actions will deter or prevent misappropriation of our intellectual property.

The theft or unauthorized use or publication of our trade secrets and confidential information could affect our competitive position.

In addition, as we have

These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction.

Complying with emerging and changing requirements may cause us to incur substantial costs and make enhancements to relevant data practices.

Noncompliance could result in significant penalties or legal liability.

Risks and penalties could include ongoing audit requirements, data protection

We may be impacted by macroeconomic conditions resulting from the global COVID-19 pandemic.

Since the first quarter of 2020, there has been a worldwide impact from the COVID-19 pandemic.

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

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

For example, pandemic-related issues have exacerbated port congestion and intermittent supplier shutdowns and delays, resulting in additional expenses to expedite delivery of critical parts.

Similarly, increased demand for personal electronics has created a shortfall of semiconductors, which has caused challenges in our supply chain and production.

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

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

The contingencies inherent in the ramp at new facilities such as Gigafactory Berlin-Brandenburg and Gigafactory Texas may be exacerbated by these challenges.

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

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

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

Finally, we have limited vehicle manufacturing experience outside of the Fremont Factory and Gigafactory Shanghai and we may experience issues increasing the level of localized procurement at Gigafactory Berlin-Brandenburg and Gigafactory Texas.

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.

than currently available cells.

For example, Model 3 and Model Y face competition from existing and future automobile manufacturers in the extremely competitive entry-level premium sedan and compact SUV markets.

In the past, some of the manufacturing lines for certain product components took longer than anticipated to ramp to their full capacity, and additional bottlenecks may arise in the future as we continue to increase the production rate and introduce new lines.

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

Our products are also highly dependent on software, which is inherently complex and may contain latent defects or errors or be subject to external attacks.

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

smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells.

Moreover, we may be impacted by perceptions relating to reductions in force that we have conducted in the past in order to optimize our organizational structure and reduce costs and the departure of certain senior personnel for various reasons.

In September 2019, an administrative law judge issued a recommended decision for Tesla on certain issues and against us on certain others.

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

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

Moreover, while we undertake limited hedging activities intended to offset the impact of currency translation exposure, it is impossible to predict or eliminate such impact.

grid services through virtual power plant models, we are impacted by federal, state and local regulations and policies concerning the import or export of components, electricity pricing, the interconnection of electricity generation and storage equipment with the electrical grid and the sale of electricity generated by third party-owned systems.

For example, on October 16, 2018, the U.S. District Court for the Southern District of New York entered a final judgment approving the terms of a settlement filed with the Court on September 29, 2018, in connection with the actions taken by the SEC relating to Mr. Musk’s statement on August 7, 2018 that he was considering taking Tesla private.

Pursuant to the settlement, we, among other things, paid a civil penalty of $20 million, appointed an independent director as the chair of our board of directors, appointed two additional independent directors to our board of directors and made further enhancements to our disclosure controls and other corporate governance-related matters.

On April 26, 2019, this settlement was amended to clarify certain of the previously-agreed disclosure procedures, which was subsequently approved by the Court.

All other terms of the prior settlement were reaffirmed without modification.

Although we intend to continue to comply with the terms and requirements of the settlement, if there is a lack of compliance or an alleged lack of compliance, additional enforcement actions or other legal proceedings may be instituted against us.

For discussion related to changes in financial condition and the results of operations for fiscal year [removed: 2021-related] [added: 2022-related] items, refer to Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal year [removed: 2021,] [added: 2022,] which was filed with the Securities and Exchange Commission on [removed: February 7, 2022.*][added: January 31, 2023.*]

Overview and [removed: 2022] [added: 2023] Highlights

We also offer maintenance, installation, operation, [added: charging, insurance,] financial and other services related to our products.

We are currently focused on increasing vehicle production, capacity and delivery capabilities, [added: reducing costs,] improving and developing [added: our vehicles and] battery technologies, [added: vertically integrating and localizing our supply chain,] improving [added: and further deploying] our FSD capabilities, increasing the affordability and efficiency of our vehicles, bringing new products to market and expanding our global [added: infrastructure, including our service and charging] infrastructure.

In [removed: 2022,] [added: 2023,] we deployed [removed: 6.5] [added: 14.72] GWh of energy storage products and [removed: 348] [added: 223] megawatts of solar energy systems.

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

In [removed: 2022,] [added: 2023,] we recognized total revenues of [removed: $81.46] [added: $96.77] billion, [removed: respectively,] representing an increase of [removed: $27.64] [added: $15.31] billion, compared to the prior year.

We continue to ramp production, build new manufacturing capacity and expand our operations to enable increased deliveries and deployments of our [removed: products] [added: products,] and [added: invest in research and development to accelerate our AI, software and fleet-based profits for] further revenue growth.

In [removed: 2022,] [added: 2023,] our net income attributable to common stockholders was [removed: $12.56] [added: $15.00] billion, representing a favorable change of [removed: $7.04] [added: $2.44] billion, compared to the prior year.

We ended [removed: 2022] [added: 2023] with [removed: $22.19] [added: $29.09] billion in cash and cash equivalents and investments, representing an increase of [removed: $4.48] [added: $6.91] billion from the end of [removed: 2021.][added: 2022.]

Our cash flows provided by operating activities [removed: during 2022] [added: in 2023] and [removed: 2021] [added: 2022] were [removed: $14.72] [added: $13.26] billion and [removed: $11.50] [added: $14.72] billion, respectively, representing [removed: an increase] [added: a decrease] of [removed: $3.23] [added: $1.47] billion.

Capital expenditures amounted to [removed: $7.16] [added: $8.90] billion [removed: during 2022,] [added: in 2023,] compared to [removed: $6.48] [added: $7.16] billion [removed: during 2021.][added: in 2022, representing an increase of $1.74 billion.]

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

Management Opportunities, Challenges and Uncertainties and [removed: 2023] [added: 2024] Outlook

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

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

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

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

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

| Gigafactory Texas | | [added: | | | |] Model Y | | [added: | | | |] Active | [added: | |]

| Gigafactory Nevada | | [added: | | | |] Tesla Semi | | [added: | | | |] Pilot production | [added: | |]

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

We are focused on growing our manufacturing capacity, which includes [added: capacity for manufacturing new vehicle models such as our Cybertruck and next generation platform, and] ramping all of our production vehicles to their installed production capacities as well as increasing production [removed: rate, efficiency] [added: rate] and [removed: capacity] [added: efficiency] at our current factories.

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

Our goals are to improve vehicle performance, decrease production costs and increase [removed: affordability.][added: affordability and customer awareness.]

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

[removed: *Automotive—Demand] [added: *Automotive—Demand, Sales, Deliveries] and [removed: Sales*][added: Infrastructure*]

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

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

Moreover, we expect to continue to benefit from ongoing electrification of the automotive sector and increasing environmental [removed: awareness.][added: regulations and initiatives.]

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

[removed: As the year progressed,] [added: For example,] inflationary pressures [added: have] increased across the markets in which we operate.

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 [removed: we will continue to adjust accordingly to such developments.][added: in turn our operating margin.]

[removed: In particular, we] [added: We also] remain focused on [removed: increasing] [added: continued enhancements of] the capability and efficiency of our servicing operations.

We continue to increase the production of our energy storage products to meet high levels of [removed: demand.][added: demand, including the construction of a new Megafactory in Shanghai and the ongoing ramp at our Megafactory in Lathrop, California.]

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

We are simultaneously ramping new products, [added: building or] ramping manufacturing facilities on three [removed: continents and] [added: continents,] piloting the development and manufacture of new battery cell technologies, [added: expanding our Supercharger network] and [added: investing in autonomy and other artificial intelligence enabled training and products, and] the pace of our capital spend may vary depending on overall priority among projects, the pace at which we meet milestones, production adjustments to and among our various products, increased capital efficiencies and the addition of new projects.

Owing and subject to the foregoing as well as the pipeline of announced projects under development, all other continuing infrastructure growth and varying levels of inflation, we currently expect our capital expenditures to [removed: be between $6.00 to $8.00] [added: exceed $10.00] billion in [removed: 2023] [added: 2024] and [added: be] between [removed: $7.00] [added: $8.00] to [removed: $9.00] [added: $10.00] billion in each of the following two fiscal years.

Our business has [removed: recently] been consistently generating cash flow from operations in excess of our level of capital spend, and with better working capital management resulting in shorter days sales outstanding than days payable outstanding, our sales growth is also [added: generally] facilitating positive cash generation.

In 2023, we produced 1,845,985 consumer vehicles and delivered 1,808,581 consumer vehicles.

This included a one-time non-cash tax benefit of $5.93 billion for the release of valuation allowance on certain deferred tax assets.

We continue to focus on further cost reductions and operational efficiencies while maximizing delivery volumes.

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| | | | | | | Cybertruck | | | | | | Active | | |

| Various | | | | | | Next Generation Platform | | | | | | In development | | |

For example, during the third quarter of 2023, we experienced a sequential decline in production volumes due to pre-planned shutdowns for upgrades at various factories.

Additionally, our suppliers’ liquidity and allocation plans may be affected by current challenges in the North American automotive industry, which could reduce our access to components or result in unfavorable changes to cost.

Changes in government and economic incentives in relation to electric vehicles may also impact our sales.

We will continue to adjust accordingly to such developments, and we believe our ongoing cost reduction, including improved production innovation and efficiency at our newest factories and lower logistics costs, and focus on operating leverage will continue to benefit us in relation to our competitors, while our new products will help enable future growth.

We are also committed to reducing the percentage of vehicles delivered in the third month of each quarter, which will help to reduce the cost per vehicle.

In particular, as other automotive manufacturers have announced their adoption of the North American Charging Standard (“NACS”) and agreements with us to utilize our Superchargers, we must correspondingly expand our network in order to ensure adequate availability to meet customer demands.

For liabilities that we are entitled to receive indemnification from our suppliers, we record receivables for the contractually obligated amounts on the consolidated balance sheets as a component of Prepaid expenses and other current assets for the current portion and as Other non-current assets for the long-term portion.

We monitor the realizability of our deferred tax assets taking into account all relevant factors at each reporting period.

In completing our assessment of realizability of our deferred tax assets, we consider our history of income (loss) measured at pre-tax income (loss) adjusted for permanent book-tax differences on a jurisdictional basis, volatility in actual earnings, excess tax benefits related to stock-based compensation in recent prior years, and impacts of the timing of reversal of existing temporary differences.

We also rely on our assessment of the Company’s projected future results of business operations, including uncertainty in future operating results relative to historical results, volatility in the market price of our common stock and its performance over time, variable macroeconomic conditions impacting our ability to forecast future taxable income, and changes in business that may affect the existence and magnitude of future taxable income.

Our valuation allowance assessment is based on our best estimate of future results considering all available information.

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The increase was partially offset by a lower average selling price on our vehicles driven by overall price reductions year over year, sales mix, and a negative impact from the United States dollar strengthening against other foreign currencies in the year ended December 31, 2023 compared to the prior year.

Automotive leasing revenue decreased $356 million, or 14%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

The decrease was primarily due to a decrease in direct sales-type leasing revenue driven by lower deliveries year over year, partially offset by an increase from our growing direct operating lease portfolio.

The increases were partially offset by a decrease in the average selling price of used vehicles.

2023 compared to 2022

Energy generation and storage revenue increased $2.13 billion, or 54%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

The increase was primarily due to an increase in deployments of Megapack.

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Additionally, cost of automotive sales revenue benefits from manufacturing credits earned.

2023 compared to 2022

Cost of automotive sales revenue increased $15.52 billion, or 31%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

The increase was partially offset by a decrease in the average combined cost per unit of our vehicles primarily due to sales mix, lower inbound freight, a decrease in material costs and lower manufacturing costs from better fixed cost absorption.

Cost of automotive leasing revenue decreased $241 million, or 16%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

The decrease was primarily due to a decrease in direct sales-type leasing cost of revenue driven by lower deliveries year over year.

The increase was generally in line with the changes in services and other revenue as discussed above.

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

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

| | | | | |

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

| | | Cybertruck | | Tooling |

| 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.

*Automotive—Deliveries and Customer Infrastructure*

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

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

For Powerwall, better availability and growing grid stability concerns drive higher customer interest.

*Operating Expense Trends*

As long as we see expanding sales, and excluding the potential impact of macroeconomic conditions including increased labor costs and impairment charges on certain assets as explained below, we generally expect operating expenses relative to revenues to decrease as we continue to increase operational efficiency and process automation.

We expect operating expenses to continue to grow in 2023 as we are expanding our operations globally.

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

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

Digital assets are considered indefinite-lived intangible assets under applicable accounting rules.

Accordingly, any decrease in their fair values below our carrying values for such assets at any time subsequent to their acquisition will require us to recognize impairment charges, whereas we may make no upward revisions for any market price increases until a sale.

For any digital assets held now or in the future, these charges may negatively impact our profitability in the periods in which such impairments occur even if the overall market values of these assets increase.

For example, in the year ended December 31, 2022, we recorded $204 million of impairment losses resulting from changes to the carrying value of our bitcoin and gains of $64 million on certain conversions of bitcoin into fiat currency by us.

Any fees that are paid or payable by us to a customer’s lender when we arrange the financing are recognized as an offset against automotive sales revenue.

Costs to obtain a contract mainly relate to commissions paid to our sales personnel for the sale of vehicles.

As our contract costs related to automotive sales are typically fulfilled within one year, the costs to obtain a contract are expensed as incurred.

Amounts billed to customers related to shipping and handling are classified as automotive sales revenue, and we have elected to recognize the cost for freight and shipping when control over vehicles, parts or accessories have transferred to the customer as an expense in cost of automotive sales revenue.

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

We offer resale value guarantees or similar buy-back terms to certain international customers who purchase vehicles and who finance their vehicles through one of our specified commercial banking partners.

Under these programs, we receive full payment for the vehicle sales price at the time of delivery and our counterparty has the option of selling their vehicle back to us during the guarantee period, which currently is generally at the end of the term of the applicable loan or financing program, for a pre-determined resale value.

We account for such automotive sales as a sale with a right of return when we do not believe the customer has a significant economic incentive to exercise the resale value guarantee provided to them at contract inception.

The process to determine whether there is a significant economic incentive includes a comparison of a vehicle’s estimated market value at the time the option is exercisable with the guaranteed resale value to determine the customer’s economic incentive to exercise.

On a quarterly basis, we assess the estimated market values of vehicles sold with resale value guarantees to determine whether there have been changes to the likelihood of future product returns.

As we accumulate more data related to the resale values of our vehicles or as market conditions change, there may be material changes to their estimated values.

We make these estimates and judgments about our future taxable income that are based on assumptions that are consistent with our future plans.

Tax laws, regulations and administrative practices may be subject to change due to economic or political conditions including fundamental changes to the tax laws applicable to corporate multinationals.

The U.S., many countries in the European Union and a number of other countries are actively considering changes in this regard.

As of December 31, 2022, we had recorded a full valuation allowance on our net U.S. deferred tax assets because we expect that it is more likely than not that our U.S. deferred tax assets will not be realized.

Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted.

The eventual impact on our income tax expense depends in part if we still have a valuation allowance recorded against our deferred tax assets in the period that such determination is made.

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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.

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

Accordingly, changes in exchange rates affect our [removed: revenue and other] operating results as expressed in U.S. dollars as we do not typically hedge foreign currency risk.

These changes would have resulted in a gain or loss of [removed: $473 million] [added: $1.01 billion] at December 31, [removed: 2022] [added: 2023] and [removed: $277] [added: $473] million at December 31, [removed: 2021,] [added: 2022,] assuming no foreign currency hedging.

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

Additionally, the automotive segment also includes services and other, which includes [added: sales of used vehicles,] non-warranty after-sales vehicle [removed: services] [added: services, body shop] and parts, [removed: sales of used vehicles, retail merchandise,] paid [removed: Supercharging and] [added: Supercharging,] vehicle insurance [removed: revenue.][added: revenue and retail merchandise.]

We currently manufacture [removed: four] [added: five] different consumer vehicles – the Model 3, Y, [removed: S] [added: S, X] and [removed: X.][added: Cybertruck.]

In [removed: December] 2022, we [added: also] began early production and deliveries of [removed: the Tesla Semi, our first] [added: a] commercial electric [removed: vehicle.][added: vehicle, the Tesla Semi.]

We [removed: plan] [added: have planned electric vehicles] to [added: address additional vehicle markets, and to] continue leveraging developments in our proprietary Full Self-Driving [removed: (“FSD”),] [added: (“FSD”) Capability features,] battery cell and other technologies.

[removed: Powerwall] [added: Powerwall, which we sell directly to customers, as well as through channel partners,] is designed to store energy at a home or small commercial facility.

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, Cybertruck] and the Tesla Semi.

Currently, we offer in our vehicles certain advanced driver assist systems under our Autopilot and FSD [added: Capability] options.

We are also applying our artificial intelligence learnings from self-driving technology to the field of [removed: robotics.][added: robotics, such as through Optimus, a robotic humanoid in development, which is controlled by the same AI system.]

[removed: Such media coverage and word of mouth are the current primary drivers of our sales leads and] [added: Historically, we] have [removed: helped us] [added: been able to] achieve sales without traditional advertising and at relatively low marketing costs.

We believe this infrastructure enables us to better control costs of inventory, manage warranty service and pricing, educate consumers about electric vehicles, [added: make our vehicles more affordable,] maintain and strengthen the Tesla brand and obtain rapid customer feedback.

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 [removed: energy.][added: energy, and in November 2022, we opened up our previously proprietary charging connector as the North American Charging Standard (NACS).]

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

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

We also currently offer [added: optional] extended service plans that provide coverage beyond the new vehicle limited warranties for certain models in specified regions.

Under certain of such programs, we have provided resale value guarantees or buyback guarantees that may obligate us to [added: cover a resale loss up to a certain limit or] repurchase the subject vehicles at pre-determined values.

We currently have manufacturing facilities in the [removed: US] [added: U.S.] in Northern California, in Buffalo, New York, Gigafactory New York; in Austin, Texas, Gigafactory Texas and near Reno, Nevada, Gigafactory Nevada.

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

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

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

These tax credits are primarily for the direct benefit of our customers and are currently scheduled to phase-out starting in [removed: 2023] [added: 2032] or later.

Generally, laws pertaining to self-driving vehicles are evolving globally, and in some cases may create restrictions on features [added: or vehicle designs] that we develop.

In markets that follow the regulations of the United Nations Economic Commission for [removed: Europe,] [added: Europe (“ECE markets”),] some requirements restrict the design of advanced driver-assistance or self-driving features, which can compromise or prevent their use entirely.

Any implemented regulations may differ materially from [removed: those in] the U.S. and [removed: Europe,] [added: ECE markets,] which may further increase the legal complexity of self-driving vehicles and limit or prevent certain features.

For example, [added: Cybertruck competes with other pickup trucks,] Model S and Model X compete primarily with premium sedans and premium SUVs and Model 3 and Model Y compete with small to medium-sized sedans and compact SUVs, which are extremely competitive markets.

As part of our business, we seek to protect the underlying intellectual property rights of these innovations and designs such as with respect to patents, trademarks, copyrights, trade [removed: secrets] [added: secrets, confidential information] and other measures, including through employee and third-party nondisclosure agreements and other contractual arrangements.

For example, we place a high priority on obtaining patents to provide the broadest and strongest possible protection to enable our freedom to operate our innovations and designs [removed: within] [added: across all of] our products and technologies [removed: in the electric vehicle market] as well as to protect and defend our product portfolio.

[removed: HR] [added: Responding to questions timely is key so Human Resource] Partners [added: for each functional area] are visible throughout facilities and are actively involved in driving culture and engagement alongside business leaders.

We hire, [removed: evaluate,] [added: evaluate] and promote employees based on their skills and performance.

Everyone is expected to be trustworthy, demonstrate excellence in their [removed: performance,] [added: performance] and collaborate with others.

These include harassment, retaliation, violence, [removed: intimidation,] [added: 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.

[removed: To ensure this, anti-harassment] [added: Anti-harassment] training is conducted on day one of new hire orientation for all [removed: employees.][added: employees and reoccurring for leaders.]

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 [added: and address] employee concerns.

[removed: They] [added: Employees are encouraged to speak up both in regard to misconduct and safety concerns and] can do so by contacting the integrity line, submitting concerns through our Take Charge process, or notifying their [removed: HR] [added: Human Resource] Partner or any member of management.

[removed: Internships and Apprenticeships \- Over 3,000] [added: - Internships – Annually, Tesla hires over 6,000] university and [removed: community] college students from around the [removed: world are hired into internship and apprenticeship opportunities at Tesla annually.][added: world.]

We recruit from [removed: over 100 collegiate institutions and] diverse student [removed: organizations, attracting] [added: organizations and campuses, seeking] top talent passionate about [removed: accelerating the world’s transition to sustainable energy.][added: our mission.]

[removed: Tesla START \-] [added: - START (Manufacturing and Service) –] Tesla START is an intensive training program [removed: providing] [added: that complements the Technician Trainee program and equips] individuals with the skills [removed: necessary] [added: needed] for a successful technician role at Tesla.

[removed: High School Graduate Pathways - Tesla's Manufacturing] [added: - Manufacturing] Development [removed: Program] [added: Program – Tesla's manufacturing pathway program] is designed to provide graduating high school seniors with the financial resources, coursework and experience they need to start a successful manufacturing career at Tesla.

We hired [removed: 144] [added: 373] graduates through this program in [removed: 2022,] [added: 2023,] and our goal in [removed: 2023] [added: 2024] is [removed: to] grow this program [removed: 2.5X] to over [removed: 360] [added: 600] students annually across our Fremont Factory, Gigafactory Nevada, Gigafactory [removed: Texas,] [added: Texas] and Gigafactory New York.

In November 2023, we entered the consumer pickup truck market with first deliveries of the Cybertruck, a full-size electric pickup truck with a stainless steel exterior that has the utility and strength of a truck while featuring the speed of a sports car.

We continue to monitor our public narrative and brand, and tailor our marketing efforts accordingly, including through investments in customer education and advertising as necessary.

This enables all electric vehicles and charging stations to interoperate — which makes charging easier and more efficient for everyone and advances our mission to accelerate the world’s transition to sustainable energy.

Following this, a number of major automotive companies announced their adoption of NACS, with their access to the Supercharger network beginning in phases in 2024 and their production of NACS vehicles beginning no later than 2025.

We also engaged SAE International to govern NACS as an industry standard, now named J3400.

We continue to monitor and increase our network of Tesla Superchargers in anticipation of future demand.

In March 2023, we announced the location of our next Gigafactory in Monterrey, Mexico.

The worldwide automotive market is highly competitive and we expect it will become even more competitive in the future as a significant and growing number of established and new automobile manufacturers, as well as other companies, have entered, or are reported to have plans to enter the electric vehicle market.

A competitive edge for Tesla is its ability to attract and retain high quality employees.

During the past year, Tesla made substantial investments in its workforce, further strengthening its standing as one of the most desirable and innovative companies to work for.

As of December 31, 2023, our employee headcount worldwide was 140,473.

We have created an environment that fosters growth opportunities, and as of this report, nearly two-thirds (65%) of our managers were promoted from an internal, non-manager position, and 43% of our management employees have been with Tesla for more than five years.

Tesla’s growth of 35% over the past two years has offered internal career development to our employees as well as the ability to make a meaningful contribution to a sustainable future.

We are able to retain our employees, in part, not only because employees can enjoy ownership in Tesla through stock (of which 89% have been given the opportunity to), but because we also provide them with excellent health benefits such as free counseling, paid parental leave, paid time off and zero-premium medical plan options that are made available on the first day of employment.

We recognize the positive impact that leaders can have on their teams and offer fundamental skills training and continuous development to all leaders through various programs globally.

We don’t stop there.

Tesla has several other programs strategically designed to increase paths for greater career opportunity such as:

- Technician Trainee (Service) – The Tesla Technician Trainee Program provides on-the-job automotive maintenance training at Tesla, resulting in an industry certification.

Targeted at individuals with limited experience, whether in industry or vocational schools, the program prepares trainees for employment as technicians.

In 2023, we hired over 1,900 Technician Trainees across the U.S., Germany and China.

We have partnered with colleges and technical academies to launch Tesla START in the U.S., United Kingdom and Germany.

In 2023, we hired over 350 trainees for manufacturing and service roles through this program, providing an opportunity to transition into full-time employment.

Our interns engage in meaningful work from day one, and we often offer them full-time positions post-internship.

- Military Fellowship and Transition Programs – The Military Fellowship and Transition Programs are designed to offer exiting military service members in the U.S. and Europe with career guidance on transitioning into the civil workforce.

We partner with the career transition services of European Defence Ministries across five countries, as well as the U.S. Chamber of Commerce’s Hire our Heroes.

These programs aim to convert high-performing individuals to full-time roles and create a veteran talent pipeline.

- Apprenticeships – Tesla Apprenticeships are offered globally, providing academic and on-the-job training to prepare specialists in skilled trades.

Apprentices will complete between one to four years of on-the-job training.

Apprentice programs have seen skilled trade hires across the U.S., Australia, Hong Kong, Korea and Germany.

- Engineering Development Program – Launched in January 2024, this program targets recent college and university graduates for specialized engineering fields.

In collaboration with Austin Community College, the program educates early-career engineers in controls engineering, enhancing their knowledge of high-demand technologies for U.S. manufacturing.

We will continue to expand the opportunities for our employees to add skills and develop professionally with a new Employee Educational Assistance Program launching in the U.S. in the spring of 2024 to help employees pursue select certificates or degrees.

With virtual, self-paced education options available, employees can pursue a new path or expand their knowledge while continuing to grow their career.

We remain unwavering in our demand that our factories, offices, stores and service centers are places where our employees feel respected and appreciated.

We have also announced several planned electric vehicles to address additional vehicle markets, including specialized consumer electric vehicles in Cybertruck and the new Tesla Roadster.

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

Historically, we have been able to generate significant media coverage of our company and our products, and we believe we will continue to do so.

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

The worldwide automotive market is highly competitive and we expect it will become even more competitive in the future as we introduce additional vehicles in a broader cross-section of the passenger and commercial vehicle market and expand our vehicles’ capabilities.

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.

As of December 31, 2022, our full-time count for our and our subsidiaries’ employees worldwide was 127,855, a 29,000 year over year increase.

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

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

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

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:

We partner with 13 colleges across the country to integrate Tesla START into automotive, collision and manufacturing curriculums to provide individuals with a smooth transition from college to full-time employment.

In 2022, we had over 200 graduates from Tesla START programs, with an additional 100+ graduating in the coming weeks from our winter classes.

With a majority-minority workforce, empowering our employee resource groups to take charge in driving initiatives that attract, develop and retain our passionate workforce is vital to our continued success.

District attorneys in certain California counties [removed: are conducting] [added: conducted] an investigation into Tesla’s waste segregation practices pursuant to Cal.

Code [removed: section] [added: §] 25100 et seq.

Tesla has implemented various remedial measures, including conducting training and audits, and enhancements to its site waste management [removed: programs.][added: programs, and settlement discussions are ongoing.]

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

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

This is primarily relating to administrative requirements, but Tesla has continued to take back battery packs, and filed a new objection in June 2021.

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

Both parties have waived their right to appeal.

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

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

For the fiscal year [removed: ended December 31, 2022][added: ended December 31, 2023]

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

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

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

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

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

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

[removed: (512) 516-8177][added: (512) 516-8177]

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

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

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

| None | [added: | |]

Yes [removed: ☒] [added: x] No [removed: ☐][added: o]

Yes [removed: ☐] [added: o] No [removed: ☒][added: x]

| Large accelerated filer | | [removed: ☒] | [added: x] | | | [added: | | |] Accelerated filer | | [removed: ☐] | [added: o | | |]

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

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

The aggregate market value of voting stock held by non-affiliates of the registrant, as of June 30, [removed: 2022,] [added: 2023,] the last day of the registrant’s most recently completed second fiscal quarter, was [removed: $580.48] [added: $722.52] billion (based on the closing price for shares of the registrant’s Common Stock as reported by the NASDAQ Global Select Market on June 30, [removed: 2022).][added: 2023).]

Shares of Common Stock held by each executive [removed: officer, director,] [added: officer] and [removed: holder of 5% or more of the outstanding Common Stock] [added: director] have been excluded in that such persons may be deemed to be affiliates.

As of January [removed: 25, 2023,] [added: 22, 2024,] there were [removed: 3,164,102,701] [added: 3,184,790,415] shares of the registrant’s common stock outstanding.

Portions of the registrant’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, [removed: 2022.][added: 2023.]

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

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

| [removed: [PART I.](#part_i)] [added: [PART I.](#i605b1b87e9dd4fc1a8af0ddafef749a2_13)] | | | | | [added: | | | |]

| [removed: Item 1.] [added: [Item 1.](#i605b1b87e9dd4fc1a8af0ddafef749a2_67)] | | [removed: [Business](#business)] | [added: [Business](#i605b1b87e9dd4fc1a8af0ddafef749a2_16)] | [removed: 4] | [added: | [4](#i605b1b87e9dd4fc1a8af0ddafef749a2_16) | | |]

| [removed: Item 1A.] [added: [Item 1A.](#i605b1b87e9dd4fc1a8af0ddafef749a2_73)] | | [added: |] [Risk [removed: Factors](#risk_factors)] [added: Factors](#i605b1b87e9dd4fc1a8af0ddafef749a2_19)] | | [removed: 14] | [added: [14](#i605b1b87e9dd4fc1a8af0ddafef749a2_19) | | |]

| [removed: Item 1B.] [added: [Item 1B.](#i605b1b87e9dd4fc1a8af0ddafef749a2_205)] | | [added: |] [Unresolved Staff [removed: Comments](#unresolved_staff_comments)] [added: Comments](#i605b1b87e9dd4fc1a8af0ddafef749a2_22)] | | [removed: 29] | [added: [28](#i605b1b87e9dd4fc1a8af0ddafef749a2_22) | | |]

| [removed: Item 2.] [added: [Item 2.](#i605b1b87e9dd4fc1a8af0ddafef749a2_211)] | | [removed: [Properties](#properties)] | [added: [Properties](#i605b1b87e9dd4fc1a8af0ddafef749a2_25)] | [removed: 29] | [added: | [30](#i605b1b87e9dd4fc1a8af0ddafef749a2_25) | | |]

| [removed: Item 3.] [added: [Item 3.](#i605b1b87e9dd4fc1a8af0ddafef749a2_208)] | | [added: |] [Legal [removed: Proceedings](#legal_proceedings)] [added: Proceedings](#i605b1b87e9dd4fc1a8af0ddafef749a2_28)] | | [removed: 29] | [added: [30](#i605b1b87e9dd4fc1a8af0ddafef749a2_28) | | |]

| [removed: Item 4.] [added: [Item 4.](#i605b1b87e9dd4fc1a8af0ddafef749a2_214)] | | [added: |] [Mine Safety [removed: Disclosures](#mine_safety_disclosures)] [added: Disclosures](#i605b1b87e9dd4fc1a8af0ddafef749a2_31)] | | [removed: 29] | [added: [30](#i605b1b87e9dd4fc1a8af0ddafef749a2_31) | | |]

| [removed: [PART II.](#part_ii)] [added: [PART II.](#i605b1b87e9dd4fc1a8af0ddafef749a2_34)] | | | | | [added: | | | |]

| [removed: Item 5.] [added: [Item 5.](#i605b1b87e9dd4fc1a8af0ddafef749a2_217)] | | [added: |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#market_common_equity)] [added: Securities](#i605b1b87e9dd4fc1a8af0ddafef749a2_37)] | | [removed: 30] | [added: [31](#i605b1b87e9dd4fc1a8af0ddafef749a2_37) | | |]

| [removed: Item 6.] [added: [Item 6.](#i605b1b87e9dd4fc1a8af0ddafef749a2_103)] | | [removed: [\[Reserved\]](#reserved)] | [added: [\[Reserved\]](#i605b1b87e9dd4fc1a8af0ddafef749a2_40)] | [removed: 31] | [added: | [32](#i605b1b87e9dd4fc1a8af0ddafef749a2_40) | | |]

| [removed: Item 7.] [added: [Item 7.](#i605b1b87e9dd4fc1a8af0ddafef749a2_106)] | | [added: |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#mda)] [added: Operations](#i605b1b87e9dd4fc1a8af0ddafef749a2_43)] | | [removed: 32] | [added: [33](#i605b1b87e9dd4fc1a8af0ddafef749a2_43) | | |]

| [removed: Item 7A.] [added: [Item 7A.](#i605b1b87e9dd4fc1a8af0ddafef749a2_136)] | | [added: |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#market_risk)] [added: Risk](#i605b1b87e9dd4fc1a8af0ddafef749a2_64)] | | [removed: 44] | [added: [45](#i605b1b87e9dd4fc1a8af0ddafef749a2_64) | | |]

| [removed: Item 8.] [added: [Item 8.](#i605b1b87e9dd4fc1a8af0ddafef749a2_142)] | | [added: |] [Financial Statements and Supplementary [removed: Data](#financial_statements)] [added: Data](#i605b1b87e9dd4fc1a8af0ddafef749a2_67)] | | [removed: 45] | [added: [46](#i605b1b87e9dd4fc1a8af0ddafef749a2_67) | | |]

| Item 9. | | [added: |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#changes_disagreements)] [added: Disclosure](#i605b1b87e9dd4fc1a8af0ddafef749a2_148)] | | [removed: 90] | [added: [93](#i605b1b87e9dd4fc1a8af0ddafef749a2_148) | | |]

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes o No x

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| Item 1C. | | | [Cybersecurity](#i605b1b87e9dd4fc1a8af0ddafef749a2_549755814619) | | | [29](#i605b1b87e9dd4fc1a8af0ddafef749a2_549755814619) | | |

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| [Signatures](#i605b1b87e9dd4fc1a8af0ddafef749a2_190) | | | | | | | | |

The discussion of such risks is not an indication that any such risks have occurred at the time of this filing.

id

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

Cybersecurity Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K.

These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.

Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes.

Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT Audit, IT security, governance, risk and compliance reviews.

To defend, detect and respond to cybersecurity incidents, we, among other things: conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data policies, perform penetration testing using external third-party tools and techniques to test security controls, operate a bug bounty program to encourage proactive vulnerability reporting, conduct employee training, monitor emerging laws and regulations related to data protection and information security (including our consumer products) and implement appropriate changes.

We have implemented incident response and breach management processes which have four overarching and interconnected stages: 1) preparation for a cybersecurity incident, 2) detection and analysis of a security incident, 3) containment, eradication and recovery, and 4) post-incident analysis.

Such incident responses are overseen by leaders from our Information Security, Product Security, Compliance and Legal teams regarding matters of cybersecurity.

Security events and data incidents are evaluated, ranked by severity and prioritized for response and remediation.

Incidents are evaluated to determine materiality as well as operational and business impact, and reviewed for privacy impact.

We also conduct tabletop exercises to simulate responses to cybersecurity incidents.

Our team of cybersecurity professionals then collaborate with technical and business stakeholders across our business units to further analyze the risk to the company, and form detection, mitigation and remediation strategies.

As part of the above processes, we regularly engage external auditors and consultants to assess our internal cybersecurity programs and compliance with applicable practices and standards.

As of 2023, our Information Security Management System has been certified to conform to the requirements of ISO/IEC 27001:2013.

Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from third parties such as vendors, suppliers, and other business partners associated with our use of third-party service providers.

Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers and potential fourth-party risks when handling and/or processing our employee, business or customer data.

In addition to new vendor onboarding, we perform risk management during third-party cybersecurity compromise incidents to identify and mitigate risks to us from third-party incidents.

We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Our information technology systems or data, or those of our service providers or customers or users could be subject to cyber-attacks or other security incidents, which could result in data breaches, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences” included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.

Cybersecurity Governance

Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.

Our Audit Committee is responsible for the oversight of risks from cybersecurity threats.

Members of the Audit Committee receive updates on a quarterly basis from senior management, including leaders from our Information Security, Product Security, Compliance and Legal teams regarding matters of cybersecurity.

This includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives.

Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

Our cybersecurity risk management and strategy processes are overseen by leaders from our Information Security, Product Security, Compliance and Legal teams.

Such individuals have an average of over 15 years of prior work experience in various roles involving information technology, including security, auditing, compliance, systems and programming.

These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan, and report to the Audit Committee on any appropriate items.

We [removed: primarily] [added: generally] lease such facilities with the [added: primary] exception of some manufacturing facilities.

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

| Gigafactory Texas | | [added: | | | |] Austin, Texas | | [added: | | | |] Owned | [added: | |]

| Fremont Factory | | [added: | | | |] Fremont, California | | [added: | | | |] Owned | [added: | |]

| Gigafactory Nevada | | [added: | | | |] Sparks, Nevada | | [added: | | | |] Owned | [added: | |]

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

| Gigafactory Shanghai | | [added: | | | |] Shanghai, China | | [added: | | | |] * | [added: | |]

| Gigafactory New York | | [added: | | | |] Buffalo, New York | | [added: | | | |] Leased | [added: | |]

| Megafactory | | [added: | | | |] Lathrop, California | | [added: | | | |] Leased | [added: | |]

[removed: * We] [added: *We] own the building and the land use rights with an initial term of 50 years.

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

As of January [removed: 25, 2023,] [added: 22, 2024,] there were [removed: 8,686] [added: 9,300] holders of record of our common stock.

The following graph shows a comparison, from January 1, [removed: 2018] [added: 2019] through December 31, [removed: 2022,] [added: 2023,] of the cumulative total return on our common stock, The NASDAQ Composite Index and a group of all public companies sharing the same SIC code as us, which is SIC code 3711, “Motor Vehicles and Passenger Car Bodies” (Motor Vehicles and Passenger Car Bodies Public Company Group).

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: 2018] [added: 2019] and reinvestment of dividends.

[removed: |  |][added: ]

None.

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| [Report of Independent Registered Public Accounting [removed: Firm](#report_auditor_opinion)] [added: Firm](#i605b1b87e9dd4fc1a8af0ddafef749a2_70)] (PCAOB ID: 238) | | [removed: 46] | [added: [47](#i605b1b87e9dd4fc1a8af0ddafef749a2_70) | | |]

| [Consolidated Balance [removed: Sheets](#balance_sheets)] [added: Sheets](#i605b1b87e9dd4fc1a8af0ddafef749a2_73)] | | [removed: 48] | [added: [49](#i605b1b87e9dd4fc1a8af0ddafef749a2_73) | | |]

| [Consolidated Statements of [removed: Operations](#statements_of_operations)] [added: Operations](#i605b1b87e9dd4fc1a8af0ddafef749a2_76)] | | [removed: 49] | [added: [50](#i605b1b87e9dd4fc1a8af0ddafef749a2_76) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#statements_of_comprehensive_income)] [added: Income](#i605b1b87e9dd4fc1a8af0ddafef749a2_79)] | | [removed: 50] | [added: [51](#i605b1b87e9dd4fc1a8af0ddafef749a2_79) | | |]

| [Consolidated Statements of Redeemable Noncontrolling Interests and [removed: Equity](#statements_of_equity)] [added: Equity](#i605b1b87e9dd4fc1a8af0ddafef749a2_82)] | | [removed: 51] | [added: [52](#i605b1b87e9dd4fc1a8af0ddafef749a2_82) | | |]

| [Consolidated Statements of Cash [removed: Flows](#statements_of_cash_flows)] [added: Flows](#i605b1b87e9dd4fc1a8af0ddafef749a2_85)] | | [removed: 52] | [added: [53](#i605b1b87e9dd4fc1a8af0ddafef749a2_85) | | |]

| [Notes to Consolidated Financial [removed: Statements](#notes_to_financial_statements)] [added: Statements](#i605b1b87e9dd4fc1a8af0ddafef749a2_88)] | | [removed: 53] | [added: [54](#i605b1b87e9dd4fc1a8af0ddafef749a2_88) | | |]

We have audited the accompanying consolidated balance sheets of Tesla, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive income, of redeemable noncontrolling interests and equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Note 2 to the consolidated financial statements, total accrued warranty, which primarily relates to the automotive segment, was [removed: $3,505] [added: $5,152] million as of December 31, [removed: 2022.][added: 2023.]

| | | [added: | 2023 | | | | | |] 2022 | | | | [added: | |] 2021 | | |

| Assets | | | | | | | | | [added: | | |]

| Current assets | | | | | | | | | [added: | | |]

| Cash and cash equivalents | | [added: |] $ | [added: 16,398 | | | | | $ |] 16,253 | | | [added: | |] $ | 17,576 | |

| Short-term investments | | | [removed: 5,932] [added: 12,696] | | | | [removed: 131] | | [added: 5,932 | | |]

| Accounts receivable, net | | | [removed: 2,952] [added: 3,508] | | | | [removed: 1,913] | | [added: 2,952 | | |]

| Inventory | | | [removed: 12,839] [added: 13,626] | | | | [removed: 5,757] | | [added: 12,839 | | |]

| Prepaid expenses and other current assets | | | [removed: 2,941] [added: 3,388] | | | | [removed: 1,723] | | [added: 2,941 | | |]

| Total current assets | | | [removed: 40,917] [added: 49,616] | | | | [removed: 27,100] | | [added: 40,917 | | |]

| Operating lease vehicles, net | | | [removed: 5,035] [added: 5,989] | | | | [removed: 4,511] | | [added: 5,035 | | |]

| Solar energy systems, net | | | [removed: 5,489] [added: 5,229] | | | | [removed: 5,765] | | [added: 5,489 | | |]

| Property, plant and equipment, net | | | [removed: 23,548] [added: 29,725] | | | | [removed: 18,884] | | [added: 23,548 | | |]

| Operating lease right-of-use assets | | | [removed: 2,563] [added: 4,180] | | | | [removed: 2,016] | | [added: 2,563 | | |]

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

| Intangible assets, net | | | [removed: 215] [added: 178] | | | | [removed: 257] | | [added: 215 | | |]

| Goodwill | | | [removed: 194] [added: 253] | | | | [removed: 200] | | [added: 194 | | |]

| Other non-current assets | | | [removed: 4,193] [added: 4,531] | | | | [removed: 2,138] | | [added: 3,865 | | |]

| Total assets | | [added: |] $ | [removed: 82,338] [added: 106,618] | | | [added: | |] $ | [removed: 62,131] [added: 82,338] | |

| Liabilities | | | | | | | | | [added: | | |]

| Current liabilities | | | | | | | | | [added: | | |]

| Accounts payable | | [added: |] $ | [removed: 15,255] [added: 14,431] | | | [added: | |] $ | [removed: 10,025] [added: 15,255] | |

| Accrued liabilities and other | | | [removed: 7,142] [added: $] | [added: 67] | | | [removed: 5,719] | | [added: $ | 69 | |]

| Deferred revenue | | | [removed: 1,747] [added: 2,864] | | | | [removed: 1,447] | | [added: 1,747 | | |]

| Customer deposits | | | [removed: 1,063] [added: 876] | | | | [removed: 925] | | [added: 1,063 | | |]

| Current portion of debt and finance leases | | | [removed: 1,502] [added: 2,373] | | | | [removed: 1,589] | | [added: 1,502 | | |]

| Total current liabilities | | | [removed: 26,709] [added: 28,748] | | | | [removed: 19,705] | | [added: 26,709 | | |]

| Debt and finance leases, net of current portion | | | [removed: 1,597] [added: 2,857] | | | | [removed: 5,245] | | [added: 1,597 | | |]

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January 26, 2024

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| Adjustment for net loss realized and included in net income | | | 4 | | | | | | — | | | | | | — | | |

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| | | | | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net (loss) income | | | (96) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,997 | | | | | | 14,997 | | | | | | 73 | | | | | | 15,070 | | |

| Balance as of December 31, 2023 | | | $ | 242 | | | | | | | | 3,185 | | | | | | $ | 3 | | | | | $ | 34,892 | | | | | $ | (143) | | | | | $ | 27,882 | | | | | $ | 62,634 | | | | | $ | 733 | | | | | $ | 63,367 | |

(in millions)

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

| Net income | | | $ | 14,974 | | | | | $ | 12,587 | | | | | $ | 5,644 | |

| Deferred income taxes | | | (6,349) | | | | | | (196) | | | | | | (149) | | |

| Proceeds from sales of investments | | | 138 | | | | | | — | | | | | | — | | |

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

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Automotive regulatory credits | | | 1,790 | | | | | | 1,776 | | | | | | 1,465 | | |

| Services and other | | | 8,319 | | | | | | 6,091 | | | | | | 3,802 | | |

| Automotive leasing | | | 2,120 | | | | | | 2,476 | | | | | | 1,642 | | |

We offer resale value guarantees to our commercial banking partners in connection with certain vehicle leasing programs.

Under these programs, we originate the lease with our end customer and immediately transfer the lease and the underlying vehicle to our commercial banking partner, with the transaction being accounted for as a sale under ASC 606.

We receive upfront payment for the vehicle, do not bear casualty and credit risks during the lease term, and we provide a guarantee capped to a limit if they are unable to sell the vehicle at or above the vehicle’s contract residual value at the end of the lease term.

We estimate a guarantee liability in accordance with ASC 460, *Guarantees* and record it within other liabilities on our consolidated balance sheet.

The total guarantee liability on vehicles sold under this program was immaterial as of December 31, 2023.

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

We record in Deferred revenue any non-refundable prepayment amounts that are collected from customers and unearned insurance premiums, which is recognized as revenue ratably over the respective customer contract term.

Deferred revenue excluding unearned insurance premiums was immaterial as of December 31, 2023 and 2022.

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January 30, 2023

(in millions, except per share data)

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| | | December 31, | | | | December 31, | | |

(1)

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

See Note 1, *Overview*, for details.

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| | | | | | | | | | | | | | | | | | | | Accumulated | | | | (Accumulated | | | | | | | | | | | | | | |

| | | Redeemable | | | | | | | | | | | | | Additional | | | | Other | | | | Deficit) | | | | Total | | | | Noncontrolling | | | | | | |

| | | Interests | | | | | Shares (1) | | | | Amount (1) | | | | Capital | | | | (Loss) Income | | | | Earnings (1) | | | | Equity | | | | Subsidiaries | | | | Equity | | |

| Balance as of December 31, 2019 | | $ | 643 | | | | | 2,716 | | | $ | 3 | | | $ | 12,736 | | | $ | (36 | ) | | $ | (6,085 | ) | | $ | 6,618 | | | $ | 849 | | | $ | 7,467 | |

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

| Issuance of common stock in public offerings, net of issuance costs of $68 | | | — | | | | | 103 | | | | 0 | | | | 12,269 | | | | — | | | | — | | | | 12,269 | | | | — | | | | 12,269 | |

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

| Adjustments for prior periods from adopting ASU 2020-06 | | | — | | | | | — | | | | — | | | | (474 | ) | | | — | | | | 211 | | | | (263 | ) | | | — | | | | (263 | ) |

| Exercises of conversion feature of convertible senior notes | | | — | | | | | 0 | | | | 0 | | | | 0 | | | | — | | | | — | | | | — | | | | — | | | | — | |

| Customer deposits | | | 155 | | | | 186 | | | | 7 | |

| Proceeds from issuances of common stock in public offerings, net of issuance costs | | | — | | | | — | | | | 12,269 | |

| Proceeds from investments by noncontrolling interests in subsidiaries | | | — | | | | 2 | | | | 24 | |

Since the first quarter of 2020, there has been a worldwide impact from the COVID-19 pandemic, as well as an easing of restrictions on social, business, travel and government activities and functions.

There are ongoing global impacts resulting from the pandemic, and we have been affected by temporary manufacturing closures, employment and compensation adjustments and impediments to administrative activities supporting our product deliveries and deployments.

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

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

Pricing adjustments on our vehicle offerings can impact the estimate of likelihood that customers would exercise their resale value guarantees, resulting in an adjustment of our sales return reserve on vehicles sold with resale value guarantees.

Actual return rates being lower than expected and increases in resale values of our vehicles in 2021 resulted in a net release of our reserve of $365 million for the year ended December 31, 2021, which represented increases in automotive sales revenue.

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

We offer resale value guarantees or similar buy-back terms to certain international customers who purchase vehicles and who finance their vehicles through one of our specified commercial banking partners.

Under these programs, we receive full payment for the vehicle sales price at the time of delivery and our counterparty has the option of selling their vehicle back to us during the guarantee period, which currently is generally at the end of the term of the applicable loan or financing program, for a pre-determined resale value.

We account for such automotive sales as a sale with a right of return when we do not believe the customer has a significant economic incentive to exercise the resale value guarantee provided to them at contract inception.

The process to determine whether there is a significant economic incentive includes a comparison of a vehicle’s estimated market value at the time the option is exercisable with the guaranteed resale value to determine the customer’s economic incentive to exercise.

The total sales return reserve on vehicles sold with resale value guarantees was $91 million and $223 million as of December 31, 2022 and 2021, respectively, of which $40 million and $91 million was short-term, respectively.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:

On October 23, 2023, Robyn Denholm, one of our directors, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 281,116 shares of our common stock, subject to certain conditions.

The trading arrangement covers stock options that expire in August 2024.

The arrangement's expiration date is August 16, 2024.

On November 13, 2023, Andrew Baglino, Senior Vice President, Powertrain and Energy Engineering, adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 115,500 shares of our common stock, subject to certain conditions.

The arrangement's expiration date is December 31, 2024.

None.

The information required by this Item 10 of Form 10-K will be included in our [removed: 2023] [added: 2024] Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

The [removed: 2023] [added: 2024] Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

The information required by this Item 11 of Form 10-K will be included in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this Item 12 of Form 10-K will be included in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this Item 13 of Form 10-K will be included in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this Item 14 of Form 10-K will be included in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

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

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

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

| Exhibit [added: Number] | | | | [added: | | | | | | | |] Incorporated by Reference | | | | | | | | [added: | | | | | | | | | | | | | | | |] Filed [added: Herewith] | [added: | |]

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

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

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

| 3.3 | | [added: | | | |] [Amended and Restated Bylaws of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000156459017000802/tsla-ex32_8.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000156459023005462/tsla-ex31_7.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-34756 | | [removed: 3.2] | | [removed: February 1, 2017] | | [added: 3.1] | [added: | | | | | April 5, 2023 | | | | | | | | |]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| 4.16 | | [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)] | | [added: | | | |] 8-K | | [added: | | | |] 001-34756 | | [added: | | | |] 4.2 | | [removed: March 22, 2017] | | | [added: | May 8, 2019 | | | | | | | | |]

| 4.17 | | [added: | | | |] [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.](https://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)[1](https://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)[6](https://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)[).](https://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-34756 | | [added: | | | |] 4.2 | | [removed: March 22, 2017] | | | [added: | May 8, 2019 | | | | | | | | |]

| [removed: 4.19] [added: 10.23] | | [added: | | | |] [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).] | | [added: | | | |] 8-K | | [added: | | | |] 001-34756 | | [removed: 4.2] | | [added: | | 10.1 | | | | | |] May [removed: 8,] [added: 3,] 2019 | | | [added: | | | | | |]

| [removed: 4.20] [added: 4.18] | | [added: | | | |] [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) | | [added: | | | |] S-3ASR(1) | | [added: | | | |] 333-199321 | | [added: | | | |] 4.1 | | [added: | | | |] October 15, 2014 | | | [added: | | | | | |]

| [removed: 4.21] [added: 4.19] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.3 | | [added: | | | |] March 9, 2015 | | | [added: | | | | | |]

| [removed: 4.22] [added: 4.20] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.4 | | [added: | | | |] March 9, 2015 | | | [added: | | | | | |]

| [removed: 4.23] [added: 4.21] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.5 | | [added: | | | |] March 19, 2015 | | | [added: | | | | | |]

| [removed: 4.24] [added: 4.22] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.6 | | [added: | | | |] March 19, 2015 | | | [added: | | | | | |]

| [removed: 4.25] [added: 4.23] | | [added: | | | |] [Twentieth Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C9-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex45_201503269.htm) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.5 | | [added: | | | |] March 26, 2015 | | | [added: | | | | | |]

| [removed: 4.26] [added: 4.24] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.6 | | [added: | | | |] March 26, 2015 | | | [added: | | | | | |]

| [removed: 4.27] [added: 4.25] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.5 | | [added: | | | |] April 2, 2015 | | | [added: | | | | | |]

| [removed: 4.28] [added: 4.26] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.5 | | [added: | | | |] April 9, 2015 | | | [added: | | | | | |]

| [removed: 4.29] [added: 4.27] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.6 | | [added: | | | |] April 9, 2015 | | | [added: | | | | | |]

| [removed: 4.30] [added: 4.28] | | [added: | | | |] [Thirty-Fifth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C24-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex45_201504149.htm) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.5 | | [added: | | | |] April 14, 2015 | | | [added: | | | | | |]

| [removed: 4.31] [added: 4.29] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.6 | | [added: | | | |] April 14, 2015 | | | [added: | | | | | |]

| [removed: 4.32] [added: 4.30] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.3 | | [added: | | | |] April 21, 2015 | | | [added: | | | | | |]

| [removed: 4.33] [added: 4.31] | | [added: | | | |] [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) | | [added: | | | |] 8-K(1) | | [added: | | | |] 001-35758 | | [added: | | | |] 4.4 | | [added: | | | |] April 21, 2015 | | | [added: | | | | | |]

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1.

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| 4.18 | | [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 | | |

| 10.24 | | [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 | | |

| Exhibit | | | | | | | | | | | | Filed |

| | | [added: |] Tesla, Inc. | [added: | |]

| Date: January [removed: 30, 2023] [added: 26, 2024] | | [added: |] /s/ Elon Musk | [added: | |]

| | | [added: |] Elon Musk | [added: | |]

| | | [added: |] Chief Executive Officer | [added: | |]

| | | [added: |] (Principal Executive Officer) | [added: | |]

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

| /s/ Elon Musk | | [added: | | | |] Chief Executive Officer and Director (Principal Executive Officer) | | [added: | | | |] January [removed: 30, 2023] [added: 26, 2024] | [added: | |]

| Elon Musk | | | | | [added: | | | | | | | | | |]

| /s/ Vaibhav Taneja | | [added: | | | |] Chief [removed: Accounting] [added: Financial] Officer (Principal [added: Financial Officer and Principal] Accounting [removed: Officer)] [added: Officer )] | | [added: | | | |] January [removed: 30, 2023] [added: 26, 2024] | [added: | |]

| Vaibhav Taneja | | | | | [added: | | | | | | | | | |]

| /s/ Robyn Denholm | | [added: | | | |] Director | | [added: | | | |] January [removed: 30, 2023] [added: 26, 2024] | [added: | |]

| Robyn Denholm | | | | | [added: | | | | | | | | | |]

| /s/ Ira Ehrenpreis | | [added: | | | |] Director | | [added: | | | |] January [removed: 30, 2023] [added: 26, 2024] | [added: | |]

| Ira Ehrenpreis | | | | | [added: | | | | | | | | | |]

| /s/ Joseph Gebbia | | [added: | | | |] Director | | [added: | | | |] January [removed: 30, 2023] [added: 26, 2024] | [added: | |]

| Joseph Gebbia | | | | | [added: | | | | | | | | | |]

| /s/ James Murdoch | | [added: | | | |] Director | | [added: | | | |] January [removed: 30, 2023] [added: 26, 2024] | [added: | |]

| James Murdoch | | | | | [added: | | | | | | | | | |]

| /s/ Kimbal Musk | | [added: | | | |] Director | | [added: | | | |] January [removed: 30, 2023] [added: 26, 2024] | [added: | |]

| Kimbal Musk | | | | | [added: | | | | | | | | | |]

| /s/ Kathleen Wilson-Thompson | | [added: | | | |] Director | | [added: | | | |] January [removed: 30, 2023] [added: 26, 2024] | [added: | |]

| Kathleen Wilson-Thompson | | | | | [added: | | | | | | | | | |]

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| /s/ JB Straubel | | | | | | Director | | | | | | January 26, 2024 | | |

| JB Straubel | | | | | | | | | | | | | | |

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

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| /s/ Zachary J. Kirkhorn | | Chief Financial Officer (Principal Financial Officer) | | January 30, 2023 |

| Zachary J. Kirkhorn | | | | |

| /s/ Hiromichi Mizuno | | Director | | January 30, 2023 |

| Hiromichi Mizuno | | | | |