Tesla (TSLA) 10-K risk factor changes: FY2024 vs FY2023

We have experienced, and may also experience similar future delays in launching and/or ramping production of our energy storage products and Solar Roof; new product versions or variants; new vehicles; and future [added: products,] features and services based on artificial intelligence.

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

[removed: Decreases] [added: In addition, decreases] in the retail or wholesale prices of electricity from utilities or other renewable energy sources could make our products less attractive to customers and lead to an increased rate of customer defaults.

Our operations in such jurisdictions, particularly as a company based in the U.S., [added: with additional manufacturing operations in China and Europe,] create risks relating to conforming our products to regulatory and safety requirements and charging and other electric infrastructures; organizing local operating entities; establishing, staffing and managing foreign business locations; attracting local customers; navigating foreign government taxes, regulations and permit requirements; enforceability of our contractual rights; trade restrictions, customs regulations, tariffs and price or exchange controls; and preferences in foreign nations for domestically manufactured products.

If our products contain design or manufacturing defects, whether relating to our software or hardware, that cause them not to perform as designed or intended or that require repair, or certain features of our vehicles such as new Autopilot or FSD [removed: Capability] [added: (Supervised)] 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, allegations of product liability, breach of warranty and related consumer protection claims and significant warranty and other expenses.

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

The profitability of any directly-leased vehicles returned to us at the end of their leases depends on our ability to accurately project our vehicles’ residual values at the outset of the leases, and such values may fluctuate prior to the end of their terms depending on various factors such as supply and demand of our used vehicles, economic [removed: cycles] [added: cycles, legislative changes] and the pricing of new vehicles.

Similarly, we have provided [removed: resale] [added: residual] value guarantees to vehicle customers and partners for certain financing programs, under which such counterparties may sell their vehicles [removed: back to us at certain points in time at pre-determined amounts.][added: through various remarketing channels.]

However, actual resale values are subject to fluctuations over the term of the financing arrangements, such as from [added: one or more of] the [removed: vehicle pricing changes] [added: factors] discussed above.

If the actual resale values of any vehicles resold [removed: or returned to us pursuant to these programs] [added: by our vehicle customers and partners] are [removed: materially] lower than the [removed: pre-determined amounts] [added: residual values] we have [removed: offered,] [added: agreed to with them, the residual value guarantees may be triggered and, as a result,] our financial condition and operating results may be harmed.

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 [removed: obligation] [added: incurring financial liabilities in the form of “program payments” which would not be expected] to [removed: pay] [added: have] a [removed: “program payment” of $41 million] [added: material adverse effect] to [removed: the SUNY Foundation for such year,] [added: our financial operations,] the termination of our lease at Gigafactory New [removed: York which may require us to pay additional penalties,] [added: York,] and/or the need to adjust certain of our operations.

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

In the future, we may voluntarily or involuntarily initiate recalls [added: or field actions] if any of our products are determined by us or a regulator to contain a safety defect or be noncompliant with applicable laws and regulations, such as U.S. Federal Motor Vehicle Safety [removed: Standards.][added: Standards, or provide certain functionalities.]

Such [removed: recalls,] [added: recalls or field actions,] whether voluntary or involuntary or caused by systems or components engineered or manufactured by us or our suppliers, could result in significant expense, supply chain complications and service burdens, and may harm our brand, business, prospects, financial condition and operating results.

As of December 31, [removed: 2023,] [added: 2024,] we and our subsidiaries had outstanding [removed: $4.68] [added: $7.91] billion in aggregate principal amount of indebtedness (see Note [removed: 11,] [added: 10,] *Debt*, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K).

Our ability to make scheduled payments of the principal and interest on our indebtedness when due, [removed: to make payments upon conversion] or [removed: repurchase demands with respect] to [removed: our convertible senior notes or to] refinance our indebtedness as we may need or desire, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.

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

[removed: As we grow our manufacturing] [added: Our business] operations [removed: in additional regions, we] are [removed: or] [added: and] will [added: continue to] be subject to complex environmental, [removed: manufacturing,] [added: occupational,] health and safety laws and regulations at numerous jurisdictional levels in the U.S., China, Germany and other locations abroad, including laws relating to the use, handling, storage, recycling, disposal and/or human exposure to hazardous materials, [removed: product material inputs and post-consumer products and with respect to constructing, expanding and maintaining our facilities.]

[added: In addition, as we have] increased our [removed: employee headcount and] operations, we are and may continue to be subject to increased scrutiny, including litigation and government investigations, that we will need to defend against.

In particular, we offer in our vehicles in certain markets Autopilot and FSD [removed: Capability] [added: (Supervised)] features that today assist drivers with certain tedious and potentially dangerous aspects of road travel, but which currently require drivers to remain fully engaged in the driving operation.

We are continuing to develop our Autopilot and FSD [removed: Capability] [added: (Supervised)] technology.

There are a variety of international, federal and state regulations that may apply to, and may adversely affect, the design and performance, sale, marketing, registration and operation of Autopilot and FSD [removed: Capability,] [added: (Supervised),] and future capability, including [removed: full self-driving] [added: autonomous] vehicles that may not be operated by a human driver.

Such [removed: regulations] [added: regulations, including their enforcement or the enforcement policy associated with the regulations,] continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or may delay, restrict or prohibit the availability of certain functionalities and vehicle designs, which could adversely affect our business.

Any failure by us or our vendors or other business partners to comply with our public privacy notice or with federal, state or international privacy, data [removed: protection] [added: protection, artificial intelligence] or security laws or regulations relating to the processing, collection, use, retention, security and transfer of personally identifiable information could result in regulatory or litigation-related actions against us, legal liability, fines, damages, ongoing audit requirements and other significant costs.

Finally, additional privacy and cybersecurity laws have come into effect in [removed: China.][added: China, and other jurisdictions where Tesla has a market presence.]

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

We are cooperating with certain government investigations as discussed in Note [removed: 15,] [added: 14,] *Commitments and Contingencies*, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our common stock has experienced over the last 52 weeks an intra-day trading high of [removed: $299.29] [added: $488.54] per share and a low of [removed: $152.37] [added: $138.80] per share.

In addition, in the past, following periods of volatility in the overall market or the market price of our shares, securities [removed: class action litigation has been filed against us.]

Anti-takeover provisions contained in our governing documents, applicable laws and [added: certain of] our [removed: convertible senior notes] [added: debt facilities] could impair a takeover attempt.

Our certificate of [removed: incorporation] [added: formation] and bylaws afford certain rights and powers to our board of directors that may facilitate the delay or prevention of an acquisition that it deems undesirable.

We are also subject to Section [removed: 203] [added: 21.606] of the [removed: Delaware General Corporation Law] [added: Texas Business Organizations Code] and other provisions of [removed: Delaware] [added: Texas] law that limit the ability of stockholders in certain situations to effect certain business combinations.

In addition, as we continue to develop our artificial intelligence services and products, we may face many additional challenges, including the availability and cost of energy, processing power limitations and the substantial power requirements for our data centers.

As of December 31, 2024, we have met and expect to meet the requirements under this arrangement, as may be modified and discussed from time to time, based on our current and anticipated level of operations.

For example: Mr. Musk also currently holds management positions at Space Exploration Technologies Corp., X Corp., X.AI Corp., Neuralink Corp. and The Boring Company, and is involved in other ventures and with the Department of Government Efficiency.

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

While our mission is to accelerate the world’s transition to sustainable

Compliance with any current or future legal requirements on these topics may result in additional costs or risks to us, including harm to our reputation, reduction in customer demand, and increased legal and operational risks.

product material inputs and post-consumer products and with respect to constructing, expanding and maintaining our facilities.

class action litigation has been filed against us.

In addition, a change in control may cause the acceleration of certain of our debt facilities.

For example, a global shortage of semiconductors beginning in early 2021 has caused challenges in the manufacturing industry and impacted our supply chain and production.

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

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, Chairman and Chief Technical Officer of X Corp., a social media company, and is involved in other emerging technology ventures.

In addition, the global COVID-19 pandemic has impacted economic markets, manufacturing operations, supply chains, employment and consumer behavior in nearly every geographic region and industry across the world, and we have been, and may in the future be, adversely affected as a result.

In addition, as we have

Risks and penalties could include ongoing audit requirements, data protection

In addition, the terms of our convertible senior notes may require us to repurchase such notes in the event of a fundamental change, including a takeover of our company.

For discussion related to changes in financial condition and the results of operations for fiscal year [removed: 2022-related] [added: 2023-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: 2022,] [added: 2023,] which was filed with the Securities and Exchange Commission on January [removed: 31, 2023.*][added: 29, 2024.*]

Overview and [removed: 2023] [added: 2024] Highlights

Additionally, we are increasingly focused on products and services based on [removed: artificial intelligence,] [added: AI,] robotics and automation.

We are [removed: currently] focused on [added: profitable growth, including by leveraging existing factories and production lines to introduce new and more affordable products, further improving and deploying our FSD (Supervised) capabilities, including future autonomous capabilities through our purpose-built Robotaxi product, Cybercab, reducing costs,] increasing vehicle production, [added: utilized] capacity and delivery capabilities, [removed: reducing costs,] improving and developing our vehicles and battery technologies, vertically integrating and localizing our supply chain, [removed: improving] and [removed: further deploying our FSD capabilities, increasing the affordability and efficiency of our vehicles, bringing new products to market and] expanding our global infrastructure, including our service and charging infrastructure.

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

In [removed: 2023,] [added: 2024,] we recognized total revenues of [removed: $96.77] [added: $97.69] billion, representing an increase of [removed: $15.31 billion,] [added: $917 million] compared to the prior year.

We ended [removed: 2023] [added: 2024] with [removed: $29.09] [added: $36.56] billion in cash and cash equivalents and investments, representing an increase of [removed: $6.91] [added: $7.47] billion from the end of [removed: 2022.][added: 2023.]

Our cash flows provided by operating activities [removed: in 2023 and 2022] were [added: $14.92 billion in 2024 compared to] $13.26 billion [removed: and $14.72 billion, respectively,] [added: in 2023,] representing [removed: a decrease] [added: an increase] of [removed: $1.47] [added: $1.67] billion.

Capital expenditures amounted to [removed: $8.90] [added: $11.34] billion in [removed: 2023,] [added: 2024] compared to [removed: $7.16] [added: $8.90] billion in [removed: 2022,] [added: 2023,] representing an increase of [removed: $1.74] [added: $2.44] billion.

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

Management Opportunities, Challenges and Uncertainties and [removed: 2024] [added: 2025] Outlook

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

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

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

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

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

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

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

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

The next phase of production growth will depend on the continued ramp at our factories and [added: be initiated by advances in autonomy and] the introduction of [added: new products, including those built on] our next generation [added: vehicle] 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.

We will also continue to generate demand [removed: and brand awareness] by improving our vehicles’ performance and functionality, including through [removed: products] [added: product offerings and features] based on artificial intelligence such as Autopilot, FSD [removed: Capability,] [added: (Supervised),] and other [removed: software features] [added: software,] and delivering new [removed: vehicles,] [added: vehicles and vehicle options,] such as our [removed: Cybertruck.][added: launch of the updated Model 3 in 2024, and the New Model Y in the first quarter of 2025.]

However, we operate in a cyclical industry that is sensitive to [added: shifting consumer trends,] political and regulatory uncertainty, including with respect to trade and the environment, all of which can be compounded by inflationary pressures, rising energy prices, interest rate fluctuations and the liquidity of enterprise customers.

[removed: In an effort to curb this trend,] [added: For example, as inflationary pressures increased across the markets in which we operate,] central banks in developed countries raised interest rates rapidly and substantially, [removed: impacting] [added: which impacted] the affordability of vehicle lease and finance arrangements.

Changes in government and economic [added: policies,] incentives [removed: in relation to electric vehicles] [added: or tariffs] may also impact our [removed: sales.][added: production, sales, cost structure and the competitive landscape.]

The long-term success of this business is dependent upon [removed: increasing margins through greater volumes.][added: incremental volume growth.]

We continue to increase the production [added: and capabilities] of our energy storage products to meet high levels of demand, including the [removed: construction] [added: introduction] of [removed: a new Megafactory] [added: Powerwall 3] in [removed: Shanghai] [added: 2024,] and the [removed: ongoing ramp at] [added: ramps of] our [removed: Megafactory] [added: Megafactories] in [added: Shanghai and] Lathrop, California.

For Megapack, energy storage deployments can vary meaningfully quarter to quarter depending on the timing of specific project [removed: milestones.][added: milestones and logistics.]

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

We are simultaneously [added: developing and] ramping new products, building or ramping manufacturing facilities on three continents, piloting the development and manufacture of new battery cell technologies, expanding our Supercharger network and 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 exceed [removed: $10.00] [added: $11.00] billion in [removed: 2024] [added: 2025] and [removed: be between $8.00 to $10.00 billion] in each of the following two fiscal years.

Our business has [added: generally] 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 generally facilitating positive cash generation.

We have and will continue to utilize such cash flows, among other things, to [added: invest in autonomy,] do more vertical integration, expand our product roadmap and provide financing options to our customers.

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

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

Revenue related to FSD [removed: Capability] [added: (Supervised)] features is recognized when functionality is delivered to the customer and their ongoing maintenance is recognized over time.

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] Change | | | | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] Change | | | | | | | | |

| (Dollars in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| Automotive sales | | | | | | $ | [removed: 78,509] [added: 72,480] | | | | | $ | [removed: 67,210] [added: 78,509] | | | | | $ | [removed: 44,125] [added: 67,210] | | | | | $ | [removed: 11,299] [added: (6,029)] | | | | | [removed: 17] [added: (8)] | | % | | | | $ | [removed: 23,085] [added: 11,299] | | | | | [removed: 52] [added: 17] | | % |

| Automotive regulatory credits | | | | | | [removed: 1,790] [added: 2,763] | | | | | | [removed: 1,776] [added: 1,790] | | | | | | [removed: 1,465] [added: 1,776] | | | | | | [removed: 14] [added: 973] | | | | | | [removed: 1] [added: 54] | | % | | | | [removed: 311] [added: 14] | | | | | | [removed: 21] [added: 1] | | % |

In 2024, we produced approximately 1,773,000 consumer vehicles and delivered approximately 1,789,000 consumer vehicles.

In 2024, we deployed 31.4 GWh of energy storage products.

In 2024, our net income attributable to common stockholders was $7.09 billion, representing a decrease of $7.91 billion compared to the prior year, primarily due to the impact of releasing $6.54 billion of our valuation allowance associated with U.S. federal and state deferred tax assets in the fourth quarter of 2023.We continue to ramp production and build and optimize our manufacturing capacity, expand our operations while focusing on further cost reductions and operational efficiencies to enable increased deliveries and deployments of our products, and invest in research and development to accelerate our AI, software, and fleet-based profits for further revenue growth.

| | | | | | | Cybercab | | | | | | In development | | |

For example, during the first quarter of 2024, we experienced a sequential decline in production volumes partially caused by the early phase of the production ramp of the updated Model 3 at our Fremont factory, and factory shutdowns at Gigafactory Berlin-Brandenburg resulting from shipping diversions caused by the Red Sea conflict and an arson attack.

In the first quarter of 2025, as we launch our New Model Y worldwide, we may similarly experience delays or declines in production volumes due to simultaneous manufacturing ramps in facilities on three continents.

In addition, we have been increasing awareness, and expanding our vehicle financing programs, including attractive leasing terms for our customers.

At the same time, changes in government and economic incentives or tariffs may also impact our sales, cost structure and the competitive landscape.

Automotive sales revenue decreased $6.03 billion, or 8%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to lower average selling price on our vehicles driven by overall price reductions and attractive financing options provided in 2024 as well as mix.

Additionally, there was a decrease of approximately 22,000 combined Model 3 and Model Y cash deliveries.

The decreases were partially offset by an increase of approximately 19,000 deliveries of other models primarily due to our production ramp of Cybertruck.

Additionally, we recognized $596 million of FSD (Supervised) revenue due to release of certain features in 2024.

Automotive regulatory credits revenue increased $973 million, or 54%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023, driven by demand for credits in North America as other automobile manufacturers scale back on their battery electric vehicle plans.

Automotive leasing revenue decreased $293 million, or 14%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to lower direct sales-type leasing deliveries as we have shifted towards providing leasing options through commercial banking partner programs that allow for us to recognize upfront revenue in automotive sales and a decrease in lease buyouts.

Services and other revenue increased $2.22 billion, or 27%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to increases in sales of used vehicles, non-warranty maintenance services and collision revenue, paid Supercharging revenue, insurance services revenue and part sales revenue.

2024 compared to 2023

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 Change | | | | | | | | | | | | 2023 vs. 2022 Change | | | | | | | | |

2024 compared to 2023

Cost of automotive sales revenue decreased $3.25 billion, or 5%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to a decrease in the average combined cost per unit of our vehicles primarily from lower raw material costs, freight and duties as well as mix, in addition to the volume changes in deliveries year over year as discussed above.

The decreases were partially offset by higher costs for Cybertruck.

Cost of services and other revenue increased $2.09 billion, or 27%, in the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to volume increases in used vehicle sales at lower average vehicle acquisition cost, insurance services, paid Supercharging, part sales and non-warranty maintenance services and collision.

Gross margin for total automotive decreased from 19.4% to 18.4% in the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to lower average selling price on our vehicles and Cybertruck ramp, partially offset by lower average combined cost per unit of our vehicles and increases in regulatory credit and FSD (Supervised) revenue, as discussed above.

The changes in gross margin are primarily due to the automotive gross margin factors discussed above.

2024 compared to 2023

Gross margin for energy generation and storage increased from 18.9% to 26.2% in the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to margin improvements for our energy storage products driven by cost reductions, including benefits from IRA manufacturing credits, and a higher proportion of our storage business, which operated at a higher gross margin, within the segment as compared to the prior periods.

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 Change | | | | | | | | | | | | 2023 vs. 2022 Change | | | | | | | | |

| (Dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 Change | | | | | | | | | | | | 2023 vs. 2022 Change | | | | | | | | |

| (Dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 Change | | | | | | | | | | | | 2023 vs. 2022 Change | | | | | | | | |

| (Dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

In the second quarter of 2024, we initiated and substantially completed certain restructuring actions to reduce costs and improve efficiency.

As a result, we recognized $583 million of employee termination expenses in Restructuring and other in our consolidated income statement.

These expenses were substantially paid with an immaterial accrual remaining in Accrued liabilities and other in our consolidated balance sheet as of December 31, 2024.

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 Change | | | | | | | | | | | | 2023 vs. 2022 Change | | | | | | | | |

| (Dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2024 vs. 2023 Change | | | | | | | | | | | | 2023 vs. 2022 Change | | | | | | | | |

| (Dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

Other income (expense), net, changed favorably by $523 million in the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to remeasurement of our bitcoin digital assets to fair value in 2024 (see above), partially offset by unfavorable fluctuations in foreign currency exchange rates on our intercompany balances.

As our intercompany balances are significant in nature and we do not typically hedge foreign currency risk, we can experience significant fluctuations in foreign currency exchange rate gains and losses from period to period.

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

In 2023, we deployed 14.72 GWh of energy storage products and 223 megawatts of solar energy systems.

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

In 2023, our net income attributable to common stockholders was $15.00 billion, representing a favorable change of $2.44 billion, compared to the prior year.

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.

| 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.

Moreover, we expect to continue to benefit from ongoing electrification of the automotive sector and increasing environmental regulations and initiatives.

For example, inflationary pressures have increased across the markets in which we operate.

We remain committed to growing our retrofit solar energy business by offering a low-cost and simplified online ordering experience.

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

Automotive sales revenue increased $11.30 billion, or 17%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to an increase of 473,382 combined Model 3 and Model Y cash deliveries from production ramping of Model Y globally.

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 regulatory credits revenue increased $14 million, or 1%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

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

Services and other revenue increased $2.23 billion, or 37%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

The increase was primarily due to higher used vehicle revenue driven by increases in volume, body shop and part sales revenue, non-warranty maintenance services revenue, paid Supercharging revenue and insurance services revenue, all of which are primarily attributable to our growing fleet.

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

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

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.

Cost of automotive sales revenue increased in line with the change in deliveries year over year, as discussed above.

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.

Our costs of revenue were also positively impacted by the United States dollar strengthening against our foreign currencies as compared to the prior periods and by the IRA manufacturing credits earned during the current year.

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.

Cost of services and other revenue increased $1.95 billion, or 33%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

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

The decrease was primarily due to a lower average selling price on our vehicles partially offset by the favorable change in our average combined cost per unit of our vehicles and IRA manufacturing credits earned as discussed above.

Gross margin for total automotive & services and other segment decreased from 26.5% to 18.2% in the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the automotive gross margin decrease discussed above.

This increase was partially offset by an improvement in production ramping that drove down the average cost per MWh of Megapack as well as IRA manufacturing credits earned during the current year.

Gross margin for energy generation and storage increased from 7.4% to 18.9% in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

The increase was driven by an improvement in our Megapack gross margin from lower average cost per MWh and a higher proportion of Megapack, which operated at a higher gross margin, within the segment as compared to the prior year periods.

Additionally, there was a margin benefit from IRA manufacturing credits earned.

Our R&D expenses have increased proportionately with total revenues as we continue to expand our product roadmap and technologies.

SG&A expenses increased $854 million, or 22%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

During the year ended December 31, 2022, we recorded an impairment loss of $204 million as well as realized gains of $64 million in connection with converting our holdings of digital assets into fiat currency.

We also recorded other expenses of $36 million during the second quarter of the year ended December 31, 2022, related to employee terminations.

Interest income increased $769 million, or 259%, in the year ended December 31, 2023 as compared to the year ended December 31, 2022.

We expect our foreign exchange gains and losses will vary depending upon movements in the underlying exchange rates.

These changes would have resulted in a gain or loss of [removed: $1.01] [added: $1.15] billion at December 31, [removed: 2023] [added: 2024] and [removed: $473 million] [added: $1.01 billion] at December 31, [removed: 2022,] [added: 2023,] assuming no foreign currency hedging.

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

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

We sell retrofit solar energy systems to customers and channel [removed: partners and also make them available through power purchase agreement (“PPA”) arrangements.][added: partners.]

We sell our Solar Roof, which combines premium glass roof tiles with energy generation, [removed: directly] to [removed: customers, as well as] [added: consumers, including] through channel customers.

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

Although at [removed: present] [added: present, same as in] the [added: past, the] driver is [removed: ultimately] responsible for [removed: controlling] [added: remaining fully engaged in] the [removed: vehicle,] [added: driving operation,] our systems provide safety and convenience functionality that [removed: relieves] [added: can relieve] drivers of [removed: the most] [added: many] tedious and potentially dangerous aspects of road travel much like the system that airplane pilots use, when conditions permit.

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

Our used vehicle business supports new vehicle sales by integrating the trade-in of a customer’s existing Tesla or non-Tesla vehicle with the sale of a new [removed: or used] Tesla vehicle.

The Tesla and non-Tesla vehicles we acquire as [removed: trade-ins] [added: trade-ins, along with vehicles returned upon lease-end] are subsequently remarketed, either directly by us or through third parties.

This enables [removed: 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, [removed: a number of] [added: all] major automotive companies announced their adoption of [removed: NACS,] [added: NACS in certain markets,] with their access to the Supercharger network beginning in phases in 2024 and their production of NACS vehicles beginning no later than 2025.

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

We offer leasing and/or loan financing arrangements for our vehicles in certain jurisdictions in North America, Europe [removed: and] [added: and/or] Asia ourselves and through various financial institutions.

We offer certain financing options to our [removed: solar] [added: residential] customers, which enable the customer to purchase and own [removed: a solar] energy [removed: system,] [added: systems comprised of solar,] Solar Roof [removed: or integrated solar and] [added: and/or] Powerwall [removed: system.][added: batteries.]

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

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

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

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

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

We are also required to comply with other federal laws administered by NHTSA, including the Corporate Average Fuel Economy standards, Theft Prevention Act requirements, labeling requirements and other information provided to customers in writing, Early Warning Reporting requirements regarding warranty claims, field reports, death and injury reports and foreign recalls, a Standing General Order requiring reports regarding [added: certain] crashes involving vehicles equipped with advanced driver assistance systems, and additional requirements for cooperating with compliance and safety investigations and recall reporting.

Other applicable laws, both current and proposed, may hinder [added: or complicate] the path and timeline to introducing self-driving vehicles for sale and use in the markets where they apply.

For example, 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, [added: all of] which are extremely competitive markets.

Overall, we believe these announcements and vehicle [removed: introductions, including the introduction of electric vehicles into rental car company fleets,] [added: introductions] promote the development of the electric vehicle market by highlighting the attractiveness of electric vehicles relative to [removed: the] internal combustion [removed: vehicle.][added: vehicles.]

We believe that there is also increasing competition for our vehicle offerings as a platform for delivering self-driving technologies, charging solutions and other features and services, and we expect to compete in this developing market through continued progress on our Autopilot, FSD [added: (Supervised)] and neural network capabilities, Supercharger network and our infotainment offerings.

Our [removed: ESG] Sustainability [removed: Council is made up of] [added: and Impact team, in conjunction with] leaders from across our [removed: company, and] [added: Company,] regularly presents to our Board of Directors, which oversees our ESG impacts, initiatives and priorities.

As of December 31, [removed: 2023,] [added: 2024,] our employee headcount worldwide was [removed: 140,473.][added: 125,665.]

[removed: We have created an environment that fosters growth opportunities, and as] [added: As] of this report, [removed: nearly] [added: more than] two-thirds [removed: (65%)] [added: (68%)] of our managers [removed: were] [added: have been] promoted from [removed: an] internal, [removed: non-manager position,] [added: non-managerial positions,] and [removed: 43%] [added: 45%] of our management [removed: employees have] [added: team has] been with Tesla for [removed: more than] [added: over] five years.

[removed: We are able to retain our employees, in part, not only because employees] [added: Employees] can [removed: enjoy ownership] [added: participate] in Tesla [removed: through] stock [added: ownership programs] (of which [removed: 89%] [added: 92%] have been given the opportunity [removed: to), but because we also provide them with excellent health benefits] [added: to as part of their total rewards package), while accessing industry-leading benefits,] such as free counseling, paid parental leave, paid time [removed: off] [added: off, company sponsored 401(k) plans, no cost fertility] and [added: adoption programs and] zero-premium medical plan options that are made available on the first day of employment.

- [removed: Technician] [added: Technician] Trainee [removed: (Service) –] [added: (Service and Collision) –] The Tesla Technician Trainee Program provides on-the-job automotive maintenance [added: and collision] training at [removed: Tesla, resulting in an industry certification.][added: Tesla’s Service Centers.]

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

[removed: Our interns engage in meaningful work from] [added: From] day one, [removed: and we] [added: our interns contribute to meaningful projects,] often [removed: offer them] [added: times leading to] full-time positions [removed: post-internship.][added: upon completion of their internships.]

[removed: These programs aim] [added: The program aims] to convert high-performing individuals to full-time roles and create a veteran talent [removed: pipeline.][added: pipeline for opportunities across Tesla North America.]

- [removed: Apprenticeships –] [added: Apprenticeships – The] Tesla Apprenticeships are [removed: offered globally, providing] [added: multi-year global programs combining] academic and on-the-job [removed: training to prepare] [added: training, that prepares] specialists in skilled trades.

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

- [removed: Engineering] [added: Engineering] Development Program – Launched [removed: in January] 2024, [removed: this] [added: the] program [removed: targets] [added: focuses on developing] recent college and university graduates for specialized engineering fields.

In [removed: collaboration] [added: partnership] with [removed: Austin Community College,] [added: local education partners,] the program educates early-career engineers in controls engineering, enhancing their knowledge of high-demand technologies for [removed: U.S.] manufacturing.

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

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

For purposes of this filing, use of the term “FSD (Supervised)” includes the equivalent naming convention, “FSD (Capability)” that is used in the European, Middle East and Asia-Pacific regions.

In 2025, we intend to begin launching our Robotaxi business, a ride-hailing network that will eventually operate fully autonomous vehicles.

We expect this business will open access to a new customer base even as modes of transportation evolve.

We believe our capabilities and advancements in AI, including the deployment of Cortex, our training cluster at Gigafactory Texas, differentiates us from our competitors.

Tesla’s ability to attract, develop and retain a talented workforce is a competitive advantage.

During the past year, Tesla provided its workforce with opportunities to contribute to its mission and grow professionally, earning Tesla among the Top 100 Employers of Choice in the 2024 American Opportunity Index.

In 2024, over 13,000 of our employees worldwide, 80% of whom represent Tesla’s frontline workforce, took advantage of opportunities to advance their career within the Company.

Tesla cultivates an environment that recognizes employee wins and impacts.

We enhance everyday recognition by spotlighting employees and empowering them to recognize each other’s successes.

We inform and engage employees to help foster a connected Tesla experience that supports the business.

To enable employee performance, we provide opportunities for them to learn and grow, including:

Internships & Fellowships

- Professional Internships – Every year, Tesla hires approximately 4,000 university and community college students globally for internships across all business groups.

We partner with campuses and student organizations to build a high-quality pipeline of talent, particularly individuals passionate about sustainable energy and autonomy.

- Military Fellowship Program – Tesla's Fellowship program, in partnership with the U.S. Chamber of Commerce Foundation’s Hire Our Heroes, offers exiting military service members corporate industry experience during their transition in service.

Development Programs

Through 2024, Tesla expanded the program to new campuses and hired over 800 graduates with a goal for continued growth.

In 2025, Tesla plans to hire over 1,000 participants across our factories.

- Supervisor Professional Program – The Supervisor program is designed for industrial foremen that provides employees the opportunity to develop expertise in their field.

Across a 16-month period, employees take comprehensive coursework in the fields of technology, law, organization and personnel management.

In 2024, our employees became people leaders in the fields of metal production and electrical technology.

Educational Programs

- Education Assistance Program - Tesla's Education Assistance Program offers employees access to tuition-free and partially funded learning opportunities, including degrees for in-demand careers, short-form certificates and programs for high-school completion or English-language learning.

Launched in February 2024, the program has provided funding to 5,436 actively enrolled learners and 1,338 graduates acquiring valuable skills in manufacturing, engineering, artificial intelligence, supply chain management and leadership.

The program partners with top-ranked online institutions and local colleges offering both flexible self-paced learning options and in-person applied training.

- FlexLearn and Dual Study Program – The FlexLearn and Dual Study Program provides employees opportunities to pursue their educational goals across Europe.

FlexLearn allows our employees to further develop with tailored training that aligns with the needs of our factories.

The Dual Study Program combines theoretical knowledge with practical experience.

Graduates of the program receive industry related degrees.

Technical Programs

Apprentices complete 2,000 - 8,000 hours of on-the-job training alongside courses at local education partners throughout our manufacturing and service locations.

The program ensures that graduates are well-qualified technicians, ready to support our teams.

The program is targeted at individuals currently enrolled in a school automotive or collision program and recent graduates with limited industry experience.

In 2024, Tesla hired trainees across North America, EMEA and APAC.

- Future Talent Traineeship – The Flagship entry-level rotational program was piloted in the United Kingdom and Ireland.

Trainees have the unique opportunity to experience all key aspects of service, sales and delivery within a single 12-month program, before making an informed decision on which career path they'd like to specialize in full-time upon completion.

The program is ideal for exploring careers within Tesla’s service team.

We partner with colleges to integrate Tesla START into automotive and manufacturing classroom locations.

In 2024, Tesla START expanded to 14 campuses and hired over 400 technicians.

Tesla is committed to providing a workplace where employees feel respected, satisfied and appreciated.

We intend to establish in the future an autonomous Tesla ride-hailing network, which we expect would also allow us to access a new customer base even as modes of transportation evolve.

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

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.

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 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:

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.

- Internships – Annually, Tesla hires over 6,000 university and college students from around the world.

We recruit from diverse student organizations and campuses, seeking top talent passionate about our mission.

- 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.

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.

We hired 373 graduates through this program in 2023, and our goal in 2024 is grow this program to over 600 students annually across our Fremont Factory, Gigafactory Nevada, Gigafactory Texas and Gigafactory New York.

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.

At Tesla, our employees show up passionate about making a difference in the world and for each other.

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

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

Anti-harassment training is conducted on day one of new hire orientation for all 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 and address employee concerns.

For a description of our material pending legal proceedings, please see Note [removed: 15,] [added: 14,] *Commitments and Contingencies*, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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

We believe that any proceeding that is material to our business or financial condition is likely to have potential penalties far in excess of such amount.

District attorneys in certain California counties conducted an investigation into Tesla’s waste segregation practices pursuant to Cal.

Health & Saf.

Code § 25100 et seq.

and Cal.

Civil Code § 1798.80.

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

While the outcome of this matter cannot be determined at this time, it is not currently expected to have a material adverse impact on our business.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of voting stock held by non-affiliates of the registrant, as of June [removed: 30, 2023,] [added: 28, 2024,] the last [added: business] day of the registrant’s most recently completed second fiscal quarter, was [removed: $722.52] [added: $550.17] billion (based on the closing price for shares of the registrant’s Common Stock as reported by the NASDAQ Global Select Market on June [removed: 30, 2023).][added: 28, 2024).]

As of January 22, [removed: 2024,] [added: 2025,] there were [removed: 3,184,790,415] [added: 3,216,517,037] shares of the registrant’s common stock outstanding.

Portions of the registrant’s Proxy Statement for the [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

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| [Item [removed: 7.](#i605b1b87e9dd4fc1a8af0ddafef749a2_106)] [added: 7.](#ie9fbbc0a99a6483f9fc1594c1ef72807_247)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i605b1b87e9dd4fc1a8af0ddafef749a2_43)] [added: Operations](#ie9fbbc0a99a6483f9fc1594c1ef72807_247)] | | | [removed: [33](#i605b1b87e9dd4fc1a8af0ddafef749a2_43)] [added: [32](#ie9fbbc0a99a6483f9fc1594c1ef72807_247)] | | |

| [Item [removed: 7A.](#i605b1b87e9dd4fc1a8af0ddafef749a2_136)] [added: 7A.](#ie9fbbc0a99a6483f9fc1594c1ef72807_109)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i605b1b87e9dd4fc1a8af0ddafef749a2_64)] [added: Risk](#ie9fbbc0a99a6483f9fc1594c1ef72807_109)] | | | [removed: [45](#i605b1b87e9dd4fc1a8af0ddafef749a2_64)] [added: [44](#ie9fbbc0a99a6483f9fc1594c1ef72807_109)] | | |

| [Item [removed: 8.](#i605b1b87e9dd4fc1a8af0ddafef749a2_142)] [added: 8.](#ie9fbbc0a99a6483f9fc1594c1ef72807_1148)] | | | [Financial Statements and Supplementary [removed: Data](#i605b1b87e9dd4fc1a8af0ddafef749a2_67)] [added: Data](#ie9fbbc0a99a6483f9fc1594c1ef72807_1148)] | | | [removed: [46](#i605b1b87e9dd4fc1a8af0ddafef749a2_67)] [added: [45](#ie9fbbc0a99a6483f9fc1594c1ef72807_1148)] | | |

| [removed: Item 9.] [added: [Item 9.](#ie9fbbc0a99a6483f9fc1594c1ef72807_277)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i605b1b87e9dd4fc1a8af0ddafef749a2_148)] [added: Disclosure](#ie9fbbc0a99a6483f9fc1594c1ef72807_277)] | | | [removed: [93](#i605b1b87e9dd4fc1a8af0ddafef749a2_148)] [added: [91](#ie9fbbc0a99a6483f9fc1594c1ef72807_277)] | | |

| [removed: Item 9A.] [added: [Item 9A.](#ie9fbbc0a99a6483f9fc1594c1ef72807_280)] | | | [Controls and [removed: Procedures](#i605b1b87e9dd4fc1a8af0ddafef749a2_151)] [added: Procedures](#ie9fbbc0a99a6483f9fc1594c1ef72807_280)] | | | [removed: [93](#i605b1b87e9dd4fc1a8af0ddafef749a2_151)] [added: [91](#ie9fbbc0a99a6483f9fc1594c1ef72807_280)] | | |

| [removed: Item 9B.] [added: [Item 9B.](#ie9fbbc0a99a6483f9fc1594c1ef72807_133)] | | | [Other [removed: Information](#i605b1b87e9dd4fc1a8af0ddafef749a2_154)] [added: Information](#ie9fbbc0a99a6483f9fc1594c1ef72807_133)] | | | [removed: [94](#i605b1b87e9dd4fc1a8af0ddafef749a2_154)] [added: [92](#ie9fbbc0a99a6483f9fc1594c1ef72807_133)] | | |

| [removed: Item 9C.] [added: [Item 9C.](#ie9fbbc0a99a6483f9fc1594c1ef72807_283)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i605b1b87e9dd4fc1a8af0ddafef749a2_160)] [added: Inspections](#ie9fbbc0a99a6483f9fc1594c1ef72807_283)] | | | [removed: [94](#i605b1b87e9dd4fc1a8af0ddafef749a2_160)] [added: [92](#ie9fbbc0a99a6483f9fc1594c1ef72807_283)] | | |

| [removed: Item 10.] [added: [Item 10.](#ie9fbbc0a99a6483f9fc1594c1ef72807_298)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i605b1b87e9dd4fc1a8af0ddafef749a2_166)] [added: Governance](#ie9fbbc0a99a6483f9fc1594c1ef72807_298)] | | | [removed: [95](#i605b1b87e9dd4fc1a8af0ddafef749a2_166)] [added: [93](#ie9fbbc0a99a6483f9fc1594c1ef72807_298)] | | |

| [removed: Item 11.] [added: [Item 11.](#ie9fbbc0a99a6483f9fc1594c1ef72807_301)] | | | [Executive [removed: Compensation](#i605b1b87e9dd4fc1a8af0ddafef749a2_169)] [added: Compensation](#ie9fbbc0a99a6483f9fc1594c1ef72807_301)] | | | [removed: [95](#i605b1b87e9dd4fc1a8af0ddafef749a2_169)] [added: [93](#ie9fbbc0a99a6483f9fc1594c1ef72807_301)] | | |

| [removed: Item 12.] [added: [Item 12.](#ie9fbbc0a99a6483f9fc1594c1ef72807_304)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i605b1b87e9dd4fc1a8af0ddafef749a2_172)] [added: Matters](#ie9fbbc0a99a6483f9fc1594c1ef72807_304)] | | | [removed: [95](#i605b1b87e9dd4fc1a8af0ddafef749a2_172)] [added: [93](#ie9fbbc0a99a6483f9fc1594c1ef72807_304)] | | |

| [removed: Item 13.] [added: [Item 13.](#ie9fbbc0a99a6483f9fc1594c1ef72807_307)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i605b1b87e9dd4fc1a8af0ddafef749a2_175)] [added: Independence](#ie9fbbc0a99a6483f9fc1594c1ef72807_307)] | | | [removed: [95](#i605b1b87e9dd4fc1a8af0ddafef749a2_175)] [added: [93](#ie9fbbc0a99a6483f9fc1594c1ef72807_307)] | | |

| [removed: Item 14.] [added: [Item 14.](#ie9fbbc0a99a6483f9fc1594c1ef72807_310)] | | | [Principal Accountant Fees and [removed: Services](#i605b1b87e9dd4fc1a8af0ddafef749a2_178)] [added: Services](#ie9fbbc0a99a6483f9fc1594c1ef72807_310)] | | | [removed: [95](#i605b1b87e9dd4fc1a8af0ddafef749a2_178)] [added: [93](#ie9fbbc0a99a6483f9fc1594c1ef72807_310)] | | |

| [removed: Item 15.] [added: [Item 15.](#ie9fbbc0a99a6483f9fc1594c1ef72807_316)] | | | [Exhibits and Financial Statement [removed: Schedules](#i605b1b87e9dd4fc1a8af0ddafef749a2_184)] [added: Schedules](#ie9fbbc0a99a6483f9fc1594c1ef72807_316)] | | | [removed: [96](#i605b1b87e9dd4fc1a8af0ddafef749a2_184)] [added: [94](#ie9fbbc0a99a6483f9fc1594c1ef72807_316)] | | |

The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” [removed: “would”] [added: “would,” “predicts”] and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

[removed: Actual] [added: Future] results [removed: or events could] [added: may] differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] and that are otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”).

| Texas | | | | | | 91-2197729 | | |

| [PART I.](#ie9fbbc0a99a6483f9fc1594c1ef72807_1099511628853) | | | | | | | | |

| [Item 1](#ie9fbbc0a99a6483f9fc1594c1ef72807_160)C. | | | [Cybersecurity](#ie9fbbc0a99a6483f9fc1594c1ef72807_160) | | | [28](#ie9fbbc0a99a6483f9fc1594c1ef72807_160) | | |

| [Item 2.](#ie9fbbc0a99a6483f9fc1594c1ef72807_163) | | | [Properties](#ie9fbbc0a99a6483f9fc1594c1ef72807_163) | | | [29](#ie9fbbc0a99a6483f9fc1594c1ef72807_163) | | |

| [Item 6.](#ie9fbbc0a99a6483f9fc1594c1ef72807_274) | | | [\[Reserved\]](#ie9fbbc0a99a6483f9fc1594c1ef72807_274) | | | [31](#ie9fbbc0a99a6483f9fc1594c1ef72807_274) | | |

| [PART III.](#ie9fbbc0a99a6483f9fc1594c1ef72807_295) | | | | | | | | |

| [PART IV.](#ie9fbbc0a99a6483f9fc1594c1ef72807_313) | | | | | | | | |

| [Item 16.](#ie9fbbc0a99a6483f9fc1594c1ef72807_319) | | | [Form](#ie9fbbc0a99a6483f9fc1594c1ef72807_319) [10-K](#ie9fbbc0a99a6483f9fc1594c1ef72807_319) [Summary](#ie9fbbc0a99a6483f9fc1594c1ef72807_319) | | | [107](#ie9fbbc0a99a6483f9fc1594c1ef72807_319) | | |

| [Signatures](#ie9fbbc0a99a6483f9fc1594c1ef72807_292) | | | | | | | | |

*The discussions in this Annual Report on Form 10-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are based on assumptions with respect to the future and management’s current expectations, involve certain risks and uncertainties and are not guarantees.

| Delaware | | | | | | 91-2197729 | | |

| [PART I.](#i605b1b87e9dd4fc1a8af0ddafef749a2_13) | | | | | | | | |

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

| [Item 2.](#i605b1b87e9dd4fc1a8af0ddafef749a2_211) | | | [Properties](#i605b1b87e9dd4fc1a8af0ddafef749a2_25) | | | [30](#i605b1b87e9dd4fc1a8af0ddafef749a2_25) | | |

| [Item 6.](#i605b1b87e9dd4fc1a8af0ddafef749a2_103) | | | [\[Reserved\]](#i605b1b87e9dd4fc1a8af0ddafef749a2_40) | | | [32](#i605b1b87e9dd4fc1a8af0ddafef749a2_40) | | |

| [PART III.](#i605b1b87e9dd4fc1a8af0ddafef749a2_163) | | | | | | | | |

| [PART IV.](#i605b1b87e9dd4fc1a8af0ddafef749a2_181) | | | | | | | | |

| Item 16. | | | [Summary](#i605b1b87e9dd4fc1a8af0ddafef749a2_187) | | | [111](#i605b1b87e9dd4fc1a8af0ddafef749a2_187) | | |

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

*The discussions in this Annual Report on Form 10-K contain forward-looking statements reflecting our current expectations that involve risks and uncertainties.

As of [removed: 2023,] [added: 2024,] our Information Security Management System has been certified to conform to the requirements of ISO/IEC 27001:2013.

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

| Megafactory Shanghai | | | | | | Shanghai, China | | | | | | * | | |

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

As of January 22, [removed: 2024,] [added: 2025,] there were [removed: 9,300] [added: 9,512] holders of record of our common stock.

The following graph shows a comparison, from January 1, [removed: 2019] [added: 2020] through December 31, [removed: 2023,] [added: 2024,] 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: 2019] [added: 2020] and reinvestment of dividends.

[removed: ][added: ]

In connection with the offering of 2.00% Convertible Senior Notes due 2024 in May 2019, we sold warrants to each of Société Générale, Wells Fargo Bank, National Association, Credit Suisse Capital LLC (later assigned to UBS AG, London Branch) and Goldman, Sachs & Co. LLC (together, the “2019 Warrantholders”).

Between October 1, 2024 and October 15, 2024, we issued an aggregate of 2,894,424 shares of our common stock to the 2019 Warrantholders pursuant to their exercise of such warrants, which were net of the applicable exercise prices.

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

None.

| [Report of Independent Registered Public Accounting [removed: Firm](#i605b1b87e9dd4fc1a8af0ddafef749a2_70)] [added: Firm](#ie9fbbc0a99a6483f9fc1594c1ef72807_169)] (PCAOB ID: 238) | | | [removed: [47](#i605b1b87e9dd4fc1a8af0ddafef749a2_70)] [added: [46](#ie9fbbc0a99a6483f9fc1594c1ef72807_169)] | | |

| [Consolidated Balance [removed: Sheets](#i605b1b87e9dd4fc1a8af0ddafef749a2_73)] [added: Sheets](#ie9fbbc0a99a6483f9fc1594c1ef72807_19)] | | | [removed: [49](#i605b1b87e9dd4fc1a8af0ddafef749a2_73)] [added: [48](#ie9fbbc0a99a6483f9fc1594c1ef72807_19)] | | |

| [Consolidated Statements of [removed: Operations](#i605b1b87e9dd4fc1a8af0ddafef749a2_76)] [added: Operations](#ie9fbbc0a99a6483f9fc1594c1ef72807_175)] | | | [removed: [50](#i605b1b87e9dd4fc1a8af0ddafef749a2_76)] [added: [49](#ie9fbbc0a99a6483f9fc1594c1ef72807_175)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i605b1b87e9dd4fc1a8af0ddafef749a2_79)] [added: Income](#ie9fbbc0a99a6483f9fc1594c1ef72807_178)] | | | [removed: [51](#i605b1b87e9dd4fc1a8af0ddafef749a2_79)] [added: [50](#ie9fbbc0a99a6483f9fc1594c1ef72807_178)] | | |

| [Consolidated Statements of Redeemable Noncontrolling Interests and [removed: Equity](#i605b1b87e9dd4fc1a8af0ddafef749a2_82)] [added: Equity](#ie9fbbc0a99a6483f9fc1594c1ef72807_181)] | | | [removed: [52](#i605b1b87e9dd4fc1a8af0ddafef749a2_82)] [added: [51](#ie9fbbc0a99a6483f9fc1594c1ef72807_181)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i605b1b87e9dd4fc1a8af0ddafef749a2_85)] [added: Flows](#ie9fbbc0a99a6483f9fc1594c1ef72807_184)] | | | [removed: [53](#i605b1b87e9dd4fc1a8af0ddafef749a2_85)] [added: [52](#ie9fbbc0a99a6483f9fc1594c1ef72807_184)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i605b1b87e9dd4fc1a8af0ddafef749a2_88)] [added: Statements](#ie9fbbc0a99a6483f9fc1594c1ef72807_187)] | | | [removed: [54](#i605b1b87e9dd4fc1a8af0ddafef749a2_88)] [added: [53](#ie9fbbc0a99a6483f9fc1594c1ef72807_187)] | | |

We have audited the accompanying consolidated balance sheets of Tesla, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for [removed: convertible debt] [added: digital assets] in [removed: 2021.][added: 2024.]

As described in Note 2 to the consolidated financial statements, total accrued warranty, which primarily relates to the automotive segment, was [removed: $5,152] [added: $6,716] million as of December 31, [removed: 2023.][added: 2024.]

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

These procedures also included, among others, [removed: performing one of the following:] (i) testing [removed: management’s process for determining] the [removed: automotive warranty reserve for certain Tesla] [added: completeness and accuracy of historical] vehicle [removed: models or] [added: claims processed and testing that such claims were appropriately used by management in the estimation of future claims and] (ii) [added: the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate by (a)] developing an independent estimate of the automotive warranty reserve for certain Tesla vehicle models and [added: (b)] comparing the independent estimate to management’s [removed: estimate to evaluate the reasonableness of the] estimate.

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

| | | | December 31, [added: 2024 | | | | | | December 31,] 2023 | | | | | | December 31, 2022 | | |

| Cash and cash equivalents | | | $ | [added: 16,139 | | | | | $ |] 16,398 | | | | | $ | 16,253 | |

| Short-term investments | | | [removed: 12,696] [added: 20,424] | | | | | | [removed: 5,932] [added: 12,696] | | |

| Accounts receivable, net | | | [removed: 3,508] [added: 4,418] | | | | | | [removed: 2,952] [added: 3,508] | | |

| Inventory | | | [removed: 13,626] [added: 12,017] | | | | | | [removed: 12,839] [added: 13,626] | | |

| Prepaid expenses and other current assets | | | [removed: 3,388] [added: 5,362] | | | | | | [removed: 2,941] [added: 3,388] | | |

| Total current assets | | | [removed: 49,616] [added: 58,360] | | | | | | [removed: 40,917] [added: 49,616] | | |

| Operating lease vehicles, net | | | [removed: 5,989] [added: 5,581] | | | | | | [removed: 5,035] [added: 5,989] | | |

| Solar energy systems, net | | | [removed: 5,229] [added: 4,924] | | | | | | [removed: 5,489] [added: 5,229] | | |

| Property, plant and equipment, net | | | [removed: 29,725] [added: 35,836] | | | | | | [removed: 23,548] [added: 29,725] | | |

| Operating lease right-of-use assets | | | [removed: 4,180] [added: 5,160] | | | | | | [removed: 2,563] [added: 4,180] | | |

| Digital assets, net | | | [removed: 184] [added: 1,076] | | | | | | 184 | | |

| Intangible assets, net | | | [removed: 178] [added: 150] | | | | | | [removed: 215] [added: 178] | | |

| Goodwill | | | [removed: 253] [added: 244] | | | | | | [removed: 194] [added: 253] | | |

| Deferred tax assets | | | [removed: 6,733] [added: 6,524] | | | | | | [removed: 328] [added: 6,733] | | |

| Other non-current assets | | | [removed: 4,531] [added: 4,215] | | | | | | [removed: 3,865] [added: 4,531] | | |

| Total assets | | | $ | [removed: 106,618] [added: 122,070] | | | | | $ | [removed: 82,338] [added: 106,618] | |

| Accounts payable | | | $ | [removed: 14,431] [added: 12,474] | | | | | $ | [removed: 15,255] [added: 14,431] | |

| Accrued liabilities and other | | | [removed: 9,080] [added: 10,723] | | | | | | [removed: 8,205] [added: 9,080] | | |

| Deferred revenue | | | [removed: 2,864] [added: 3,168] | | | | | | [removed: 1,747] [added: 2,864] | | |

| Current portion of debt and finance leases | | | [removed: 2,373] [added: 2,456] | | | | | | [removed: 1,502] [added: 2,373] | | |

| Total current liabilities | | | [removed: 28,748] [added: 28,821] | | | | | | [removed: 26,709] [added: 28,748] | | |

| Debt and finance leases, net of current portion | | | [removed: 2,857] [added: 5,757] | | | | | | [removed: 1,597] [added: 2,857] | | |

| Deferred revenue, net of current portion | | | [removed: 3,251] [added: 3,317] | | | | | | [removed: 2,804] [added: 3,251] | | |

*Change in Accounting Principle*

| Net income | | | 6 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,091 | | | | | | 7,091 | | | | | | 56 | | | | | | 7,147 | | |

| Balance as of December 31, 2024 | | | $ | 63 | | | | | | | | 3,216 | | | | | | $ | 3 | | | | | $ | 38,371 | | | | | $ | (670) | | | | | $ | 35,209 | | | | | $ | 72,913 | | | | | $ | 704 | | | | | $ | 73,617 | |

| Net income | | | $ | 7,153 | | | | | $ | 14,974 | | | | | $ | 12,587 | |

| Automotive sales | | | $ | 72,480 | | | | | $ | 78,509 | | | | | $ | 67,210 | |

| Automotive regulatory credits | | | 2,763 | | | | | | 1,790 | | | | | | 1,776 | | |

| Services and other | | | 10,534 | | | | | | 8,319 | | | | | | 6,091 | | |

| Automotive leasing | | | 1,827 | | | | | | 2,120 | | | | | | 2,476 | | |

Our maximum exposure on the guarantees we provide if they are unable to sell the vehicle at or above the vehicle’s contractual residual value at the end of the lease term was $1.45 billion and $166 million as of December 31, 2024 and 2023, respectively.

We have financing receivables on our consolidated balance sheets related to loans we provide for financing our automotive deliveries.

We have elected the practical expedient to omit disclosure of the amount of the transaction price allocated to remaining performance obligations for contracts with an original expected contract length of one year or less.

Of this amount, we expect to recognize $863 million in the next 12 months and the rest over the remaining performance obligation period.

Additionally, changes in regulations on automotive regulatory credits may significantly impact our remaining performance obligations and revenue to be recognized under these contracts.

As of December 31, 2024, total transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied for contracts with an original expected length of more than one year was $7.18 billion.

We have financing receivables on our consolidated balance sheets related to loans we provide for financing our energy products.

Additionally, cost of automotive sales revenue benefits from manufacturing credits earned, amounting to $625 million and $359 million for the years ended December 31, 2024 and 2023, respectively.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Interest income on our short-term investments for the years ended December 31, 2024, 2023 and 2022 was $763 million, $388 million and an immaterial amount, respectively.

Interest income on financing receivables is recognized over the loan term as revenue in the consolidated statements of operations.

Periods prior to January 1, 2024 include digital assets at cost, net of impairment losses incurred since their acquisition.

We determine the cost basis of our digital assets using the specific identification of each unit received.

The gross cost of solar energy systems as of December 31, 2024 and 2023 was $6.79 billion and $6.87 billion, respectively.

Solar energy systems on the consolidated balance sheets are presented net of accumulated depreciation of $1.86 billion and $1.64 billion as of December 31, 2024 and 2023, respectively.

| AI infrastructure | | | 5 to 30 years | | |

AI infrastructure includes our owned data centers.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

For the years ended December 31, 2024 and 2023, the amounts received were immaterial.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40).

The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions.

This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses.

We are currently evaluating the provisions of this ASU.

We adopted this ASU retrospectively on December 31, 2024.

Refer to Note 17, *Segment Reporting and Information about Geographic Areas* for the inclusion of the new required disclosures.

*ASU 2023-08*

We adopted the new crypto assets standard on a modified retrospective approach effective January 1, 2024.

Refer to Note 3, *Digital Assets, Net* for the inclusion of the new required disclosures.

The cumulative effect of the changes made on our January 1, 2024 consolidated balance sheet for the adoption of the new crypto assets standard was as follows (in millions):

| | | | Balances at December 31, 2023 | | | | | | Adjustments from Adoption of the New Crypto Assets Standard | | | | | | Balances at January 1, 2024 | | |

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

| | | | | | |

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

*Changes in Accounting Principles*

Testing management’s process involved evaluating the reasonableness of significant assumptions related to the nature and frequency of future claims and the related costs to repair or replace items under warranty.

Evaluating the assumptions related to the nature and frequency of future claims and the related costs to repair or replace items under warranty involved evaluating whether the assumptions used were reasonable by performing a lookback analysis comparing prior period forecasted claims to actual claims incurred.

Developing the independent estimate involved testing the completeness and accuracy of historical vehicle claims processed and testing that such claims were appropriately used by management in the estimation of future claims.

January 26, 2024

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

| Balance as of December 31, 2020 | | | $ | 604 | | | | | | | | 2,879 | | | | | | $ | 3 | | | | | $ | 27,260 | | | | | $ | 363 | | | | | $ | (5,401) | | | | | $ | 22,225 | | | | | $ | 850 | | | | | $ | 23,075 | |

| Distributions to noncontrolling interests | | | (66) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (106) | | | | | | (106) | | |

| Net income | | | 43 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,519 | | | | | | 5,519 | | | | | | 82 | | | | | | 5,601 | | |

| Collateralized lease repayments | | | — | | | | | | — | | | | | | (9) | | |

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

We had recognized revenue of $472 million from the deferred revenue balance as of December 31, 2021, for the year ended December 31, 2022, primarily related to the general FSD Capability feature release in North America in the fourth quarter of 2022.

We have been providing loans for financing our automotive deliveries in volume since fiscal year 2022.

Depending on the specific program, customers may or may not have a right to return the vehicle to us during or at the end of the lease term.

If the customer does not have a right to return, the customer will take title to the vehicle at the end of the lease term after making all contractual payments.

Under the programs for which there is a right to return, the purchase option is reasonably certain to be exercised by the lessee and we therefore expect the customer to take title to the vehicle at the end of the lease term after making all contractual payments.

We have been providing loans for financing our energy generation products in volume since fiscal year 2022.

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

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

For certain funds, there have been significant fluctuations in net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries due to changes in the liquidation provisions as time-based milestones have been reached.

Furthermore, in connection with the offerings of our convertible senior notes, we entered into convertible note hedges and warrants (see Note 11, *Debt*).

However, our convertible note hedges are not included when calculating potentially dilutive shares since their effect is always anti-dilutive.

The strike price on the warrants were below our average share price during the period and were included in the tables below.

| Convertible senior notes | | | 2 | | | | | | 3 | | | | | | 29 | | |

| Weighted average shares used in computing net income per share of common stock, diluted | | | 3,485 | | | | | | 3,475 | | | | | | 3,386 | | |

*Business Combinations*

We account for business acquisitions under ASC 805, *Business Combinations*.

The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date.

Costs that are directly attributable to the acquisition are expensed as incurred.

Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities) and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date.

We recognize goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed.

We recognize a bargain purchase gain within Other income (expense), net, in the consolidated statement of operations if the net fair value of the identifiable assets acquired and the liabilities assumed is in excess of the fair value of the total purchase consideration and any noncontrolling interests.

We include the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.

Our cash equivalents are primarily comprised of U.S. government securities, money market funds and commercial paper.

In addition, restricted cash includes cash held as collateral for sales to lease partners with a resale value guarantee, letters of credit, real estate leases and deposits held for our insurance services.

We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired.

In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset.

When the then current carrying value of a digital asset exceeds the fair value determined each quarter, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the prices determined.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] as such terms are defined under Item 408(a) of Regulation S-K, except as follows:

The arrangement's expiration date is [removed: August 16, 2024.][added: June 3, 2025.]

On December 6, 2024, Ira Ehrenpreis, one of our directors, adopted a Rule 10b5-1 trading arrangement for the potential exercise of options to purchase 761,961 shares of our common stock, and the subsequent sale of our common stock subject to certain conditions, in amounts sufficient to cover tax withholding obligations and yield aggregate net proceeds to Mr. Ehrenpreis of $15 million, after payment of commissions and fees.

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.

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.

The information required by this Item 10 of Form 10-K will be included in our [removed: 2024] [added: 2025] Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders and is incorporated herein by reference.

The [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

| 3.1 | | | | | | [removed: [Amended and Restated Certificate] [added: [Certificate] of [removed: Incorporation] [added: Formation] of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000156459017003118/tsla-ex31_1396.htm)] [added: Re](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm)[gistrant](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex31.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-34756 | | | | | | 3.1 | | | | | | [removed: March 1, 2017] [added: July 24, 2024] | | | | | | | | |

| 3.2 | | | | | | [removed: [Certificate of Amendment to the Amended and Restated Certificate of Incorporation] [added: [Bylaws] of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000156459017003118/tsla-ex32_1394.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000162828024032662/tsla-2024x06x30xex32.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-34756 | | | | | | 3.2 | | | | | | [removed: March 1, 2017] [added: July 24, 2024] | | | | | | | | |

| 4.1 | | | | | | [Specimen common stock certificate of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000156459017003118/tsla-ex41_1279.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/ex41.htm)] | | | | | | [removed: 10-K] [added: —] | | | | | | [removed: 001-34756] [added: —] | | | | | | [removed: 4.1] [added: —] | | | | | | [removed: March 1, 2017] [added: —] | | | | | | [added: X] | | |

| [removed: 4.18] [added: 4.16] | | | | | | [Indenture, dated as of October 15, 2014, between SolarCity and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1408356/000119312514371976/d800964dex41.htm) | | | | | | S-3ASR(1) | | | | | | 333-199321 | | | | | | 4.1 | | | | | | October 15, 2014 | | | | | | | | |

| [removed: 4.19] [added: 4.17] | | | | | | [Tenth Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/6-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030930.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.3 | | | | | | March 9, 2015 | | | | | | | | |

| [removed: 4.20] [added: 4.18] | | | | | | [Eleventh Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/7-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001420/scty-ex4_2015030931.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | March 9, 2015 | | | | | | | | |

| [removed: 4.21] [added: 4.19] | | | | | | [Fifteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C4-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex45_201503199.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | March 19, 2015 | | | | | | | | |

| [removed: 4.22] [added: 4.20] | | | | | | [Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C5-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015001843/scty-ex46_2015031910.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | March 19, 2015 | | | | | | | | |

| [removed: 4.23] [added: 4.21] | | | | | | [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) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | March 26, 2015 | | | | | | | | |

| [removed: 4.24] [added: 4.22] | | | | | | [Twenty-First Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C10-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002014/scty-ex46_2015032610.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | March 26, 2015 | | | | | | | | |

| [removed: 4.25] [added: 4.23] | | | | | | [Twenty-Sixth Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C14-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002374/scty-ex45_2015040210.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | April 2, 2015 | | | | | | | | |

| [removed: 4.26] [added: 4.24] | | | | | | [Thirtieth Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C19-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex45_201504099.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | April 9, 2015 | | | | | | | | |

| [removed: 4.27] [added: 4.25] | | | | | | [Thirty-First Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C20-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002503/scty-ex46_2015040910.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | April 9, 2015 | | | | | | | | |

| [removed: 4.28] [added: 4.26] | | | | | | [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) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | April 14, 2015 | | | | | | | | |

| [removed: 4.29] [added: 4.27] | | | | | | [Thirty-Sixth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C25-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002569/scty-ex46_2015041410.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | April 14, 2015 | | | | | | | | |

| [removed: 4.30] [added: 4.28] | | | | | | [Thirty-Eighth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C27-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex43_201504217.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.3 | | | | | | April 21, 2015 | | | | | | | | |

| [removed: 4.31] [added: 4.29] | | | | | | [Thirty-Ninth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C28-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002724/scty-ex44_201504218.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | April 21, 2015 | | | | | | | | |

| [removed: 4.32] [added: 4.30] | | | | | | [Forty-Third Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C32-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex45_2015042710.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | April 27, 2015 | | | | | | | | |

| [removed: 4.33] [added: 4.31] | | | | | | [Forty-Fourth Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C33-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015002887/scty-ex46_2015042711.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | April 27, 2015 | | | | | | | | |

| [removed: 4.34] [added: 4.32] | | | | | | [Forty-Eighth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/12-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex45_201504276.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | May 1, 2015 | | | | | | | | |

| [removed: 4.35] [added: 4.33] | | | | | | [Forty-Ninth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/13-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003189/scty-ex46_2015042710.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | May 1, 2015 | | | | | | | | |

| [removed: 4.36] [added: 4.34] | | | | | | [Fifty-Second Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C36-10](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex44_201505118.htm). | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | May 11, 2015 | | | | | | | | |

| [removed: 4.37] [added: 4.35] | | | | | | [Fifty-Third Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C37-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015003960/scty-ex45_201505119.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | May 11, 2015 | | | | | | | | |

| [removed: 4.38] [added: 4.36] | | | | | | [Fifty-Seventh Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C40-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex44_201505188.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | May 18, 2015 | | | | | | | | |

| [removed: 4.39] [added: 4.37] | | | | | | [Fifty-Eighth Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C41-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004473/scty-ex45_201505189.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | May 18, 2015 | | | | | | | | |

| [removed: 4.40] [added: 4.38] | | | | | | [Sixty-First Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C44-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex44_201505268.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | May 26, 2015 | | | | | | | | |

| [removed: 4.41] [added: 4.39] | | | | | | [Sixty-Second Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C45-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015004617/scty-ex45_201505269.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | May 26, 2015 | | | | | | | | |

| [removed: 4.42] [added: 4.40] | | | | | | [Seventieth Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C52-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex44_201506168.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | June 16, 2015 | | | | | | | | |

| [removed: 4.43] [added: 4.41] | | | | | | [Seventy-First Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C53-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005102/scty-ex45_201506169.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | June 16, 2015 | | | | | | | | |

| [removed: 4.44] [added: 4.42] | | | | | | [Seventy-Fourth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C56-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex44_201506228.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.4 | | | | | | June 23, 2015 | | | | | | | | |

| [removed: 4.45] [added: 4.43] | | | | | | [Seventy-Fifth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C57-15](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005203/scty-ex45_201506229.htm). | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | June 23, 2015 | | | | | | | | |

| [removed: 4.46] [added: 4.44] | | | | | | [Eightieth Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C61-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex45_201506299.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | June 29, 2015 | | | | | | | | |

| [removed: 4.47] [added: 4.45] | | | | | | [Eighty-First Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C62-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005299/scty-ex46_2015062910.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | June 29, 2015 | | | | | | | | |

| [removed: 4.48] [added: 4.46] | | | | | | [Ninetieth Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C71-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex45_9.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | July 21, 2015 | | | | | | | | |

| [removed: 4.49] [added: 4.47] | | | | | | [Ninety-First Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C72-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005521/scty-ex46_10.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | July 21, 2015 | | | | | | | | |

| [removed: 4.50] [added: 4.48] | | | | | | [Ninety-Fifth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/20-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex45_10.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | July 31, 2015 | | | | | | | | |

| [removed: 4.51] [added: 4.49] | | | | | | [Ninety-Sixth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/21-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015005924/scty-ex46_11.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | July 31, 2015 | | | | | | | | |

| [removed: 4.52] [added: 4.50] | | | | | | [One Hundred-and-Fifth Supplemental Indenture, dated as of August 10, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C81-10.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015006839/scty-ex45_9.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.5 | | | | | | August 10, 2015 | | | | | | | | |

| [removed: 4.53] [added: 4.51] | | | | | | [One Hundred-and-Eleventh Supplemental Indenture, dated as of August 17, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C87-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015007455/scty-ex46_10.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | August 17, 2015 | | | | | | | | |

| [removed: 4.54] [added: 4.52] | | | | | | [One Hundred-and-Sixteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C92-15.](https://www.sec.gov/Archives/edgar/data/1408356/000156459015007546/scty-ex46_10.htm) | | | | | | 8-K(1) | | | | | | 001-35758 | | | | | | 4.6 | | | | | | August 24, 2015 | | | | | | | | |

| 4.72 | | | | | | [Description of Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex472.htm) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |

| 19 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1318605/000162828025003063/tsla-2024x12x31xex19.htm) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |

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

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| Exhibit Number | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | Filed Herewith | | |

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

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

| 4.16 | | | | | | [Fifth Supplemental Indenture, dated as of May 7, 2019, by and between Registrant and U.S. Bank National Association, related to 2.00% Convertible Senior Notes due May 15, 2024.](https://www.sec.gov/Archives/edgar/data/1318605/000156459019016764/tsla-ex42_7.htm) | | | | | | 8-K | | | | | | 001-34756 | | | | | | 4.2 | | | | | | May 8, 2019 | | | | | | | | |

| 4.17 | | | | | | [Form of 2.00% Convertible Senior Notes due May 15, 2024 (included in Exhibit 4.](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) | | | | | | 8-K | | | | | | 001-34756 | | | | | | 4.2 | | | | | | May 8, 2019 | | | | | | | | |

| 4.74 | | | | | | [Description of Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/0001318605/000156459020004475/tsla-ex4119_652.htm) | | | | | | 10-K | | | | | | 001-34756 | | | | | | 4.119 | | | | | | February 13, 2020 | | | | | | | | |

| 10.13 | | | | | | [2012 SolarCity Equity Incentive Plan and form of agreements used thereunder.](https://www.sec.gov/Archives/edgar/data/1408356/000119312512416770/d229977dex103.htm) | | | | | | S-1(1) | | | | | | 333-184317 | | | | | | 10.3 | | | | | | October 5, 2012 | | | | | | | | |

| 10.14 | | | | | | [2010 Zep Solar, Inc. Equity Incentive Plan and form of agreements used thereunder.](https://www.sec.gov/Archives/edgar/data/1408356/000119312513481066/d646112dex45.htm) | | | | | | S-8(1) | | | | | | 333-192996 | | | | | | 4.5 | | | | | | December 20, 2013 | | | | | | | | |

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

| 10.18 | | | | | | [Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/0000319815/000031981517000043/mxwl060217proxy.htm) | | | | | | DEF 14A(2) | | | | | | 001-15477 | | | | | | Appendix A | | | | | | June 2, 2017 | | | | | | | | |

| 10.22 | | | | | | [Form of Warrant Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1318605/000119312514084484/d686051dex105.htm) | | | | | | 8-K | | | | | | 001-34756 | | | | | | 10.5 | | | | | | March 5, 2014 | | | | | | | | |

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

| 10.24 | | | | | | [Form of Warrant Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024.](https://www.sec.gov/Archives/edgar/data/1318605/000119312519135910/d730491dex102.htm) | | | | | | 8-K | | | | | | 001-34756 | | | | | | 10.2 | | | | | | May 3, 2019 | | | | | | | | |

| 10.32† | | | | | | [Production Pricing Agreement between Panasonic Corporation and the Registrant dated October 1, 2014.](https://www.sec.gov/Archives/edgar/data/1318605/000119312514403635/d812482dex103.htm) | | | | | | 10-Q | | | | | | 001-34756 | | | | | | 10.3 | | | | | | November 7, 2014 | | | | | | | | |

| 10.33† | | | | | | [Investment Letter Agreement between Panasonic Corporation and the Registrant dated October 1, 2014.](https://www.sec.gov/Archives/edgar/data/1318605/000119312514403635/d812482dex104.htm) | | | | | | 10-Q | | | | | | 001-34756 | | | | | | 10.4 | | | | | | November 7, 2014 | | | | | | | | |

| 10.34 | | | | | | [Amendment to Gigafactory Documents, dated April 5, 2016, by and among the Registrant, Panasonic Corporation, Panasonic Corporation of North America and Panasonic Energy Corporation of North America.](https://www.sec.gov/Archives/edgar/data/1318605/000156459016018886/tsla-ex102_181.htm) | | | | | | 10-Q | | | | | | 001-34756 | | | | | | 10.2 | | | | | | May 10, 2016 | | | | | | | | |

| 10.37†† | | | | | | [2021 Pricing Agreement (Japan Cells) with respect to 2011 Supply Agreement, executed December 29, 2020, by and among the Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation of North America and SANYO Electric Co., Ltd.](https://www.sec.gov/Archives/edgar/data/1318605/000156459021004599/tsla-ex1039_377.htm) | | | | | | 10-K | | | | | | 001-34756 | | | | | | 10.39 | | | | | | February 8, 2021 | | | | | | | | |

| 10.41 | | | | | | [Amendment and Restatement in respect of ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.](https://www.sec.gov/Archives/edgar/data/1318605/000119312519095913/d625340dex1068.htm) | | | | | | S-4/A | | | | | | 333-229749 | | | | | | 10.68 | | | | | | April 3, 2019 | | | | | | | | |

| 10.42 | | | | | | [First Amendment to Amended and Restated ABL Credit Agreement, dated as of December 23, 2020, in respect of the Amended and Restated ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.](https://www.sec.gov/Archives/edgar/data/1318605/000156459021004599/tsla-ex1044_13.htm) | | | | | | 10-K | | | | | | 001-34756 | | | | | | 10.44 | | | | | | February 8, 2021 | | | | | | | | |

| 10.44 | | | | | | [Purchase Agreement, dated as of August 11, 2017, by and among the Registrant, SolarCity and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives of the several initial purchasers named therein.](https://www.sec.gov/Archives/edgar/data/1318605/000156459017017989/tsla-ex101_8.htm) | | | | | | 8-K | | | | | | 001-34756 | | | | | | 10.1 | | | | | | August 23, 2017 | | | | | | | | |

| Date: January [removed: 26, 2024] [added: 29, 2025] | | | /s/ Elon Musk | | |

| /s/ Elon Musk | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | January [removed: 26, 2024] [added: 29, 2025] | | |

| /s/ Vaibhav Taneja | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting [removed: Officer )] [added: Officer)] | | | | | | January [removed: 26, 2024] [added: 29, 2025] | | |

| /s/ Robyn Denholm | | | | | | Director | | | | | | January [removed: 26, 2024] [added: 29, 2025] | | |

| /s/ Ira Ehrenpreis | | | | | | Director | | | | | | January [removed: 26, 2024] [added: 29, 2025] | | |

| /s/ Joseph Gebbia | | | | | | Director | | | | | | January [removed: 26, 2024] [added: 29, 2025] | | |

| /s/ James Murdoch | | | | | | Director | | | | | | January [removed: 26, 2024] [added: 29, 2025] | | |

| /s/ Kimbal Musk | | | | | | Director | | | | | | January [removed: 26, 2024] [added: 29, 2025] | | |

| /s/ JB Straubel | | | | | | Director | | | | | | January [removed: 26, 2024] [added: 29, 2025] | | |

| /s/ Kathleen Wilson-Thompson | | | | | | Director | | | | | | January [removed: 26, 2024] [added: 29, 2025] | | |