Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

Tesla, Inc.

Consolidated Balance Sheets

(in millions, except per share data)

(unaudited)

March 31,December 31,
20232022
Assets
Current assets
Cash and cash equivalents$16,048$16,253
Short-term investments6,3545,932
Accounts receivable, net2,9932,952
Inventory14,37512,839
Prepaid expenses and other current assets3,2272,941
Total current assets42,99740,917
Operating lease vehicles, net5,4735,035
Solar energy systems, net5,4275,489
Property, plant and equipment, net24,96923,548
Operating lease right-of-use assets2,8002,563
Digital assets, net184184
Intangible assets, net204215
Goodwill195194
Other non-current assets4,5844,193
Total assets$86,833$82,338
Liabilities
Current liabilities
Accounts payable$15,904$15,255
Accrued liabilities and other7,3217,142
Deferred revenue1,7501,747
Customer deposits1,0571,063
Current portion of debt and finance leases1,4041,502
Total current liabilities27,43626,709
Debt and finance leases, net of current portion1,2721,597
Deferred revenue, net of current portion2,9112,804
Other long-term liabilities5,9795,330
Total liabilities37,59836,440
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests in subsidiaries407409
Equity
Stockholders’ equity
Preferred stock; $0.001 par value; 100 shares authorized;no shares issued and outstanding——
Common stock; $0.001 par value; 6,000 shares authorized;3,169 and 3,164 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively33
Additional paid-in capital32,87832,177
Accumulated other comprehensive (loss)(225)(361)
Retained earnings15,39812,885
Total stockholders’ equity48,05444,704
Noncontrolling interests in subsidiaries774785
Total liabilities and equity$86,833$82,338

The accompanying notes are an integral part of these consolidated financial statements.

Tesla, Inc.

Consolidated Statements of Operations

(in millions, except per share data)

(unaudited)

Three Months Ended March 31,
20232022
Revenues
Automotive sales$18,878$15,514
Automotive regulatory credits521679
Automotive leasing564668
Total automotive revenues19,96316,861
Energy generation and storage1,529616
Services and other1,8371,279
Total revenues23,32918,756
Cost of revenues
Automotive sales15,42210,914
Automotive leasing333408
Total automotive cost of revenues15,75511,322
Energy generation and storage1,361688
Services and other1,7021,286
Total cost of revenues18,81813,296
Gross profit4,5115,460
Operating expenses
Research and development771865
Selling, general and administrative1,076992
Total operating expenses1,8471,857
Income from operations2,6643,603
Interest income21328
Interest expense(29)(61)
Other (expense) income, net(48)56
Income before income taxes2,8003,626
Provision for income taxes261346
Net income2,5393,280
Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries26(38)
Net income attributable to common stockholders$2,513$3,318
Net income per share of common stock attributable to common stockholders (1)
Basic$0.80$1.07
Diluted$0.73$0.95
Weighted average shares used in computing net income per share of common stock (1)
Basic3,1663,103
Diluted3,4683,472

(1)

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

The accompanying notes are an integral part of these consolidated financial statements.

Tesla, Inc.

Consolidated Statements of Comprehensive Income

(in millions)

(unaudited)

Three Months Ended March 31,
20232022
Net income$2,539$3,280
Other comprehensive income (loss):
Foreign currency translation adjustment130(96)
Unrealized net gain (loss) on investments6(8)
Comprehensive income2,6753,176
Less: Comprehensive income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries26(38)
Comprehensive income attributable to common stockholders$2,649$3,214

The accompanying notes are an integral part of these consolidated financial statements.

Tesla, Inc.

Consolidated Statements of Redeemable Noncontrolling Interests and Equity

(in millions, except per share data)

(unaudited)

Accumulated
RedeemableAdditionalOtherTotalNoncontrolling
NoncontrollingCommon StockPaid-InComprehensiveRetainedStockholders’Interests inTotal
Three Months Ended March 31, 2023InterestsSharesAmountCapital(Loss)EarningsEquitySubsidiariesEquity
Balance as of December 31, 2022$4093,164$3$32,177$(361)$12,885$44,704$785$45,489
Exercises of conversion feature of convertible senior notes—000——0—0
Issuance of common stock for equity incentive awards—50231——231—231
Stock-based compensation———465——465—465
Distributions to noncontrolling interests(5)——————(22)(22)
Buy-outs of noncontrolling interests———5——5(12)(7)
Net income3————2,5132,513232,536
Other comprehensive income————136—136—136
Balance as of March 31, 2023$4073,169$3$32,878$(225)$15,398$48,054$774$48,828
Accumulated
RedeemableAdditionalOtherTotalNoncontrolling
NoncontrollingCommon StockPaid-InComprehensiveRetainedStockholders’Interests inTotal
Three Months Ended March 31, 2022InterestsShares (1)Amount (1)CapitalIncome (Loss)Earnings (1)EquitySubsidiariesEquity
Balance as of December 31, 2021$5683,100$3$29,803$54$329$30,189$826$31,015
Exercises of conversion feature of convertible senior notes—000——0—0
Issuance of common stock for equity incentive awards—80202——202—202
Stock-based compensation———485——485—485
Distributions to noncontrolling interests(12)——————(22)(22)
Buy-out of noncontrolling interests(1)——(5)——(5)—(5)
Net (loss) income(96)————3,3183,318583,376
Other comprehensive loss————(104)—(104)—(104)
Balance as of March 31, 2022$4593,108$3$30,485$(50)$3,647$34,085$862$34,947

(1)

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

The accompanying notes are an integral part of these consolidated financial statements.

Tesla, Inc.

Consolidated Statements of Cash Flows

(in millions)

(unaudited)

Three Months Ended March 31,
20232022
Cash Flows from Operating Activities
Net income$2,539$3,280
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and impairment1,046880
Stock-based compensation418418
Inventory and purchase commitments write-downs5033
Foreign currency transaction net unrealized gain(25)(30)
Non-cash interest and other operating activities1516
Changes in operating assets and liabilities:
Accounts receivable(32)(409)
Inventory(1,540)(633)
Operating lease vehicles(675)(462)
Prepaid expenses and other current assets(79)(289)
Other non-current assets(729)(611)
Accounts payable and accrued liabilities797997
Deferred revenue106287
Customer deposits2204
Other long-term liabilities620314
Net cash provided by operating activities2,5133,995
Cash Flows from Investing Activities
Purchases of property and equipment excluding finance leases, net of sales(2,072)(1,767)
Purchases of solar energy systems, net of sales(1)(5)
Purchase of intangible assets—(9)
Purchases of investments(2,015)(386)
Proceeds from maturities of investments1,604—
Net cash used in investing activities(2,484)(2,167)
Cash Flows from Financing Activities
Repayments of convertible and other debt(302)(1,945)
Proceeds from exercises of stock options and other stock issuances231202
Principal payments on finance leases(106)(123)
Debt issuance costs(13)—
Distributions paid to noncontrolling interests in subsidiaries(36)(42)
Payments for buy-outs of noncontrolling interests in subsidiaries(7)(6)
Net cash used in financing activities(233)(1,914)
Effect of exchange rate changes on cash and cash equivalents and restricted cash50(18)
Net decrease in cash and cash equivalents and restricted cash(154)(104)
Cash and cash equivalents and restricted cash, beginning of period16,92418,144
Cash and cash equivalents and restricted cash, end of period$16,770$18,040
Supplemental Non-Cash Investing and Financing Activities
Acquisitions of property and equipment included in liabilities$1,193$1,036
Leased assets obtained in exchange for finance lease liabilities$—$20
Leased assets obtained in exchange for operating lease liabilities$362$271

The accompanying notes are an integral part of these consolidated financial statements.

Tesla, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 1 – Summary of Significant Accounting Policies

Unaudited Interim Financial Statements

The consolidated financial statements of Tesla, Inc. (“Tesla”, the “Company”, “we”, “us” or “our”), including the consolidated balance sheet as of March 31, 2023, the consolidated statements of operations, the consolidated statements of comprehensive income, the consolidated statements of redeemable noncontrolling interests and equity, and the consolidated statements of cash flows for the three months ended March 31, 2023 and 2022, as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements as of that date. The interim consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

The interim consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods.

Reclassifications

Certain prior period balances have been reclassified to conform to the current period presentation in the accompanying notes.

Revenue Recognition

Revenue by source

The following table disaggregates our revenue by major source (in millions):

Three Months Ended March 31,
20232022
Automotive sales$18,878$15,514
Automotive regulatory credits521679
Energy generation and storage sales1,413503
Services and other1,8371,279
Total revenues from sales and services22,64917,975
Automotive leasing564668
Energy generation and storage leasing116113
Total revenues$23,329$18,756

Automotive Segment

Automotive Sales Revenue

The total sales return reserve on vehicles sold with resale value guarantees was $68 million and $91 million as of March 31, 2023 and December 31, 2022, respectively, of which $34 million and $40 million was short-term, respectively.

Deferred revenue is related to the access to our Full Self Driving (“FSD”) features and ongoing maintenance, internet connectivity, free Supercharging programs and over-the-air software updates primarily on automotive sales, which amounted to $3.04 billion and $2.91 billion as of March 31, 2023 and December 31, 2022, respectively.

Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the balance sheet date. Revenue recognized from the deferred revenue balance as of December 31, 2022 and 2021 was $134 million and $66 million for three months ended March 31, 2023 and 2022, respectively. Of the total deferred revenue balance as of March 31, 2023, we expect to recognize $679 million of revenue in the next 12 months. The remaining balance will be recognized at the time of transfer of control of the product or over the performance period.

We have been providing loans for financing our automotive deliveries in volume since fiscal year 2022. As of March 31, 2023 and December 31, 2022, we have recorded net financing receivables on the consolidated balance sheets, of which $191 million and $128 million, respectively, is recorded within Accounts receivable, net, for the current portion and $966 million and $665 million, respectively, is recorded within Other non-current assets for the long-term portion.

Automotive Regulatory Credits

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

Automotive Leasing Revenue

Direct Sales-Type Leasing Program

For the three months ended March 31, 2023, we recognized $101 million of sales-type leasing revenue and $76 million of sales-type leasing cost of revenue. For the three months ended March 31, 2022, we recognized $265 million of sales-type leasing revenue and $164 million of sales-type leasing cost of revenue.

Lease receivables relating to sales-type leases are presented on the consolidated balance sheets as follows (in millions):

March 31, 2023December 31, 2022
Gross lease receivables$886$837
Unearned interest income(99)(95)
Allowance for expected credit losses(5)(4)
Net investment in sales-type leases$782$738
Reported as:
Prepaid expenses and other current assets$177$164
Other non-current assets605574
Net investment in sales-type leases$782$738

Energy Generation and Storage Segment

Energy Generation and Storage Sales

We record as deferred revenue any non-refundable amounts that are collected from customers related to fees charged for prepayments, which is recognized as revenue ratably over the respective customer contract term. As of March 31, 2023 and December 31, 2022, deferred revenue related to such customer payments amounted to $770 million and $863 million, respectively, mainly due to billings for milestone payments. Revenue recognized from the deferred revenue balance as of December 31, 2022 and 2021 was $230 million and $52 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, 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 $209 million. Of this amount, we expect to recognize $12 million in the next 12 months and the remaining over a period up to 25 years.

We have been providing loans for financing our energy generation products in volume since fiscal year 2022. As of March 31, 2023 and December 31, 2022, we have recorded net financing receivables on the consolidated balance sheets, of which $29 million and $24 million, respectively, is recorded within Accounts receivable, net, for the current portion and $448 million and $387 million, respectively, is recorded within Other non-current assets for the long-term portion.

Income Taxes

There are transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. As of March 31, 2023 and December 31, 2022, the aggregate balances of our gross unrecognized tax benefits were $926 million and $870 million, respectively, of which $578 million and $572 million, respectively, would not give rise to changes in our effective tax rate since these tax benefits would increase a deferred tax asset that is currently fully offset by a valuation allowance.

We file income tax returns in the U.S. and various state and foreign jurisdictions. We are currently under examination by the Internal Revenue Service (“IRS”) for the years 2015 to 2018. Additional tax years within the periods 2004 to 2014 and 2019 to 2021 remain subject to examination for federal income tax purposes. All net operating losses and tax credits generated to date are subject to adjustment for U.S. federal and state income tax purposes. Our returns for 2004 and subsequent tax years remain subject to examination in U.S. state and foreign jurisdictions.

Given the uncertainty in timing and outcome of our tax examinations, an estimate of the range of the reasonably possible change in gross unrecognized tax benefits within twelve months cannot be made at this time.

Net Income per Share of Common Stock Attributable to Common Stockholders

The following table presents the reconciliation of net income attributable to common stockholders to net income used in computing basic and diluted net income per share of common stock (in millions):

Three Months Ended March 31,
20232022
Net income attributable to common stockholders$2,513$3,318
Less: Buy-out of noncontrolling interest(5)5
Net income used in computing basic net income per share of common stock2,5183,313
Less: Dilutive convertible debt00
Net income used in computing diluted net income per share of common stock$2,518$3,313

The following table presents the reconciliation of basic to diluted weighted average shares used in computing net income per share of common stock attributable to common stockholders, as adjusted to give effect to the three-for-one stock split effected in the form of a stock dividend in August 2022 (the “2022 Stock Split”) (in millions):

Three Months Ended March 31,
20232022
Weighted average shares used in computing net income per share of common stock, basic3,1663,103
Add:
Stock-based awards289313
Convertible senior notes25
Warrants1151
Weighted average shares used in computing net income per share of common stock, diluted3,4683,472

The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common stock attributable to common stockholders, because their effect was anti-dilutive, as adjusted to give effect to the 2022 Stock Split (in millions):

Three Months Ended March 31,
20232022
Stock-based awards252

Restricted Cash

Our total cash and cash equivalents and restricted cash, as presented in the consolidated statements of cash flows, was as follows (in millions):

March 31,December 31,March 31,December 31,
2023202220222021
Cash and cash equivalents$16,048$16,253$17,505$17,576
Restricted cash included in prepaid expenses and other current assets486294297345
Restricted cash included in other non-current assets236377238223
Total as presented in the consolidated statements of cash flows$16,770$16,924$18,040$18,144

Accounts Receivable and Allowance for Doubtful Accounts

Depending on the day of the week on which the end of a fiscal quarter falls, our accounts receivable balance may fluctuate as we are waiting for certain customer payments to clear through our banking institutions and receipts of payments from our financing partners, which can take up to approximately two weeks based on the contractual payment terms with such partners. Our accounts receivable balances associated with our sales of regulatory credits, which are typically transferred to other manufacturers during the last few days of the quarter, is dependent on contractual payment terms. Additionally, government rebates can take up to a year or more to be collected depending on the customary processing timelines of the specific jurisdictions issuing them. These various factors may have a significant impact on our accounts receivable balance from period to period. As of March 31, 2023 and December 31, 2022, we had $575 million and $753 million, respectively, of long-term government rebates receivable in Other non-current assets in our consolidated balance sheets.

Financing Receivables

As of March 31, 2023 and December 31, 2022, the majority of our financing receivables were at current status with only immaterial balances being past due. As of March 31, 2023, the majority of our financing receivables, excluding MyPower notes receivable, were originated in 2023 and 2022, and as of December 31, 2022, the majority of our financing receivables, excluding MyPower notes receivable, were originated in 2022.

As of March 31, 2023 and December 31, 2022, the total outstanding balance of MyPower customer notes receivable, net of allowance for expected credit losses, was $276 million and $280 million, respectively, of which $6 million and $7 million were due in the next 12 months as of March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023 and December 31, 2022, the allowance for expected credit losses was $37 million.

Concentration of Risk

Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, investments, restricted cash, accounts receivable and other finance receivables. Our cash and investments balances are primarily comprised of deposits which are diversified among high credit quality financial institutions or invested in U.S. government securities. These deposits are typically in excess of insured limits. As of March 31, 2023 and December 31, 2022, no entity represented 10% or more of our total receivables balance.

Supply Risk

We are dependent on our suppliers, including single source suppliers, and the inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components from these suppliers, could have a material adverse effect on our business, prospects, financial condition and operating results.

Operating Lease Vehicles

The gross cost of operating lease vehicles as of March 31, 2023 and December 31, 2022 was $6.56 billion and $6.08 billion, respectively. Operating lease vehicles on the consolidated balance sheets are presented net of accumulated depreciation of $1.09 billion and $1.04 billion as of March 31, 2023 and December 31, 2022, respectively.

Warranties

Accrued warranty activity consisted of the following (in millions):

Three Months Ended March 31,
20232022
Accrued warranty—beginning of period$3,505$2,101
Warranty costs incurred(280)(151)
Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact20815
Provision for warranty532322
Accrued warranty—end of period$3,965$2,287

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which we adopted on January 1, 2020. This ASU also enhances the disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, the ASU amends the guidance on vintage disclosures to require entities to disclose current period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. We adopted the ASU prospectively on January 1, 2023. This ASU has not and is currently not expected to have a material impact on our consolidated financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law and is effective for taxable years beginning after December 31, 2022. The IRA includes multiple incentives to promote clean energy, electric vehicles, battery and energy storage manufacture or purchase, in addition to a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion. Some of these measures are expected to materially affect our consolidated financial statements. For the three month period ended March 31, 2023, the impact was primarily a reduction of our material costs. We will continue to evaluate the effects of IRA as more guidance is issued and the relevant implications to our consolidated financial statements.

Note 2 – Fair Value of Financial Instruments

ASC 820, Fair Value Measurements (“ASC 820”) states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. Our assets and liabilities that were measured at fair value on a recurring basis were as follows (in millions):

March 31, 2023December 31, 2022
Fair ValueLevel ILevel IILevel IIIFair ValueLevel ILevel IILevel III
Money market funds$483$483$—$—$2,188$2,188$—$—
U.S. government securities1,418—1,418—894—894—
Corporate debt securities836—836—885—885—
Certificates of deposit and time deposits4,550—4,550—4,253—4,253—
Total$7,287$483$6,804$—$8,220$2,188$6,032$—

All of our money market funds were classified within Level I of the fair value hierarchy because they were valued using quoted prices in active markets. Our U.S. government securities, certificates of deposit, time deposits and corporate debt securities are classified within Level II of the fair value hierarchy and the market approach was used to determine fair value of these investments.

Our cash, cash equivalents and investments classified by security type as of March 31, 2023 and December 31, 2022 consisted of the following (in millions):

March 31, 2023
Adjusted CostGross Unrealized GainsGross Unrealized LossesFair ValueCash and Cash EquivalentsShort-Term Investments
Cash$15,115$—$—$15,115$15,115$—
Money market funds483——483483—
U.S. government securities1,420—(2)1,418—1,418
Corporate debt securities8521(17)836—836
Certificates of deposit and time deposits4,550——4,5504504,100
Total cash, cash equivalents and short-term investments$22,420$1$(19)$22,402$16,048$6,354
December 31, 2022
Adjusted CostGross Unrealized GainsGross Unrealized LossesFair ValueCash and Cash EquivalentsShort-Term Investments
Cash$13,965$—$—$13,965$13,965$—
Money market funds2,188——2,1882,188—
U.S. government securities897—(3)894—894
Corporate debt securities907—(22)885—885
Certificates of deposit and time deposits4,2521—4,2531004,153
Total cash, cash equivalents and short-term investments$22,209$1$(25)$22,185$16,253$5,932

We record gross realized gains, losses and credit losses as a component of Other (expense) income, net in the consolidated statements of operations. For the three months ended March 31, 2023 and 2022, we did not recognize any material gross realized gains, losses or credit losses. The ending allowance balances for credit losses were immaterial as of March 31, 2023 and December 31, 2022. We have determined that the gross unrealized losses on our investments as of March 31, 2023 and December 31, 2022 were temporary in nature.

The following table summarizes the fair value of our investments by stated contractual maturities as of March 31, 2023 (in millions):

Due in 1 year or less$5,637
Due in 1 year through 5 years569
Due in 5 years through 10 years148
Total$6,354

Disclosure of Fair Values

Our financial instruments that are not re-measured at fair value include accounts receivable, financing receivables, digital assets, accounts payable, accrued liabilities, customer deposits and debt. The carrying values of these financial instruments approximate their fair values, other than our 2.00% Convertible Senior Notes due in 2024 (“2024 Notes”) and digital assets.

We estimate the fair value of the 2024 Notes using commonly accepted valuation methodologies and market-based risk measurements that are indirectly observable, such as credit risk (Level II). In addition, we estimate the fair values of our digital assets based on quoted prices in active markets (Level I). The following table presents the estimated fair values and the carrying values (in millions):

March 31, 2023December 31, 2022
Carrying ValueFair ValueCarrying ValueFair Value
2024 Notes$37$375$37$223
Digital assets, net$184$325$184$191

Note 3 – Inventory

Our inventory consisted of the following (in millions):

March 31,December 31,
20232022
Raw materials$6,405$6,137
Work in process2,4582,385
Finished goods (1)4,5913,475
Service parts921842
Total$14,375$12,839

(1)

Finished goods inventory includes vehicles in transit to fulfill customer orders, new vehicles available for sale, used vehicles and energy products available for sale.

We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. During the three months ended March 31, 2023 and 2022, we recorded write-downs of $39 million and $26 million, respectively, in Cost of revenues in the consolidated statements of operations.

Note 4 – Property, Plant and Equipment, Net

Our property, plant and equipment, net, consisted of the following (in millions):

March 31,December 31,
20232022
Machinery, equipment, vehicles and office furniture$14,139$13,558
Tooling2,6962,579
Leasehold improvements2,5512,366
Land and buildings8,1447,751
Computer equipment, hardware and software2,2992,072
Construction in progress4,8944,263
34,72332,589
Less: Accumulated depreciation(9,754)(9,041)
Total$24,969$23,548

Construction in progress is primarily comprised of construction of Gigafactory Texas and Gigafactory Berlin-Brandenburg, and equipment and tooling related to the manufacturing of our products.

Depreciation expense during the three months ended March 31, 2023 and 2022 was $722 million and $551 million, respectively.

Note 5 – Accrued Liabilities and Other

Our accrued liabilities and other current liabilities consisted of the following (in millions):

March 31,December 31,
20232022
Accrued purchases (1)$2,640$2,747
Taxes payable (2)1,3711,235
Payroll and related costs1,0641,026
Accrued warranty reserve, current portion1,1231,025
Sales return reserve, current portion267270
Operating lease liabilities, current portion509485
Other current liabilities347354
Total$7,321$7,142

(1)

Accrued purchases primarily reflects receipts of goods and services for which we had not yet been invoiced. As we are invoiced for these goods and services, this balance will reduce and accounts payable will increase.

(2)

Taxes payable includes value added tax, income tax, sales tax, property tax and use tax payables.

Note 6 – Other Long-Term Liabilities

Our other long-term liabilities consisted of the following (in millions):

March 31,December 31,
20232022
Operating lease liabilities$2,389$2,164
Accrued warranty reserve2,8422,480
Other non-current liabilities748686
Total other long-term liabilities$5,979$5,330

Note 7 – Debt

The following is a summary of our debt and finance leases as of March 31, 2023 (in millions):

UnpaidUnused
Net Carrying ValuePrincipalCommittedContractualContractual
CurrentLong-TermBalanceAmount (1)Interest RatesMaturity Date
Recourse debt:
2024 Notes$—$37$37$—2.00%May 2024
RCF Credit Agreement———5,000Not applicableJanuary 2028
Solar Bonds—77—4.70-5.75%March 2025 - January 2031
Total recourse debt—44445,000
Non-recourse debt:
Automotive Asset-backed Notes9034101,317—0.36-4.64%February 2024-September 2025
Solar Asset-backed Notes41216—4.80%December 2026
Cash Equity Debt28351389—5.25-5.81%July 2033-January 2035
Automotive Lease-backed Credit Facilities———155Not applicableSeptember 2024
Total non-recourse debt9357731,722155
Total debt935817$1,766$5,155
Finance leases469455
Total debt and finance leases$1,404$1,272

The following is a summary of our debt and finance leases as of December 31, 2022 (in millions):

UnpaidUnused
Net Carrying ValuePrincipalCommittedContractualContractual
CurrentLong-TermBalanceAmount (2)Interest RatesMaturity Date
Recourse debt:
2024 Notes$—$37$37$—2.00%May 2024
Credit Agreement———2,266Not applicableJuly 2023
Solar Bonds—77—4.70-5.75%March 2025 - January 2031
Total recourse debt—44442,266
Non-recourse debt:
Automotive Asset-backed Notes9846131,603—0.36-4.64%December 2023-September 2025
Solar Asset-backed Notes41317—4.80%December 2026
Cash Equity Debt28359397—5.25-5.81%July 2033-January 2035
Automotive Lease-backed Credit Facilities———151Not applicableSeptember 2024
Total non-recourse debt1,0169852,017151
Total debt1,0161,029$2,061$2,417
Finance leases486568
Total debt and finance leases$1,502$1,597

(1)

There are no restrictions on draw-down or use for general corporate purposes with respect to any available committed funds under our credit facilities, except certain specified conditions prior to draw-down, including pledging our leased vehicles and our interests in those leases and as may be described below and in the notes to the consolidated financial statements included in our report on Form 10-K for the year ended December 31, 2022.

(2)

There are no restrictions on draw-down or use for general corporate purposes with respect to any available committed funds under our credit facilities, except certain specified conditions prior to draw-down, including pledging to our lenders sufficient amounts of qualified receivables, inventories, leased vehicles and our interests in those leases or various other assets and as may be described in the notes to the consolidated financial statements included in our report on Form 10-K for the year ended December 31, 2022.

Recourse debt refers to debt that is recourse to our general assets of the respective guarantors. Non-recourse debt refers to debt that is recourse to only assets of our subsidiaries. The differences between the unpaid principal balances and the net carrying values are due to debt discounts or deferred financing costs. As of March 31, 2023, we were in material compliance with all financial debt covenants.

2024 Notes

During the first quarter of 2023, the closing price of our common stock continued to exceed 130% of the applicable conversion price of our 2024 Notes on at least 20 of the last 30 consecutive trading days of the quarter, causing the 2024 Notes to be convertible by their holders during the second quarter of 2023. Should the closing price conditions continue to be met in a future quarter for the 2024 Notes, the 2024 Notes will be convertible at their holders’ option during the immediately following quarter.

Note 8 – Equity Incentive Plans

Other Performance-Based Grants

2021 Performance-Based Stock Option & Restricted Stock Unit (“RSU”) Awards

During the fourth quarter of 2021, the Compensation Committee of our Board of Directors granted to certain employees performance-based RSUs and stock options to purchase an aggregate 2.2 million shares of our common stock, as adjusted to give effect to the 2022 Stock Split. As of March 31, 2023, we had unrecognized stock-based compensation expense of $170 million, which will be recognized over a weighted-average period of 3 years. For the three months ended March 31, 2023 and 2022, we recorded $25 million and $69 million, respectively, of stock-based compensation expense related to this grant, net of forfeitures.

Summary Stock-Based Compensation Information

The following table summarizes our stock-based compensation expense by line item in the consolidated statements of operations (in millions):

Three Months Ended March 31,
20232022
Cost of revenues$192$131
Research and development134143
Selling, general and administrative92144
Total$418$418

Our income tax benefits recognized from stock-based compensation arrangements in each of the periods presented were immaterial due to cumulative losses and valuation allowances.

Note 9 – Commitments and Contingencies

Operating Lease Arrangements in Buffalo, New York and Shanghai, China

For a description of our operating lease arrangements in Buffalo, New York, and Shanghai, China, refer to Note 15, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2022. As of March 31, 2023, we expect to meet the requirements under these arrangements based on our current and anticipated level of operations.

Legal Proceedings

Litigation Relating to the SolarCity Acquisition

Between September 1, 2016 and October 5, 2016, seven lawsuits were filed in the Delaware Court of Chancery by purported stockholders of Tesla challenging our acquisition of SolarCity Corporation (“SolarCity”). Following consolidation, the lawsuit names as defendants the members of Tesla’s board of directors as then constituted and alleges, among other things, that board members breached their fiduciary duties in connection with the acquisition. The complaint asserts both derivative claims and direct claims on behalf of a purported class and seeks, among other relief, unspecified monetary damages, attorneys’ fees and costs. On January 22, 2020, all of the director defendants except Elon Musk reached a settlement to resolve the lawsuit against them for an amount to be paid entirely under the applicable insurance policy. The settlement, which does not involve an admission of any wrongdoing by any party, was approved by the Court on August 17, 2020. Tesla received payment of approximately $43 million on September 16, 2020, which has been recognized in our consolidated statements of operations as a reduction to Selling, general and administrative operating expenses for costs previously incurred related to the acquisition of SolarCity. The trial was held from July 12 to July 23, 2021 and on August 16, 2021. On October 22, 2021, the Court approved the parties’ joint stipulation that (a) the class is decertified and the action shall continue exclusively as a derivative action under Court of Chancery Rule 23.1 and (b) the direct claims against Elon Musk are dismissed with prejudice. Following post-trial briefing, post-trial argument was held on January 18, 2022.

On April 27, 2022, the Court entered judgment in favor of Mr. Musk on all counts. On May 26, 2022, the plaintiff filed a notice of appeal. Oral argument was held before the Supreme Court of Delaware on March 29, 2023.

These plaintiffs and others filed parallel actions in the U.S. District Court for the District of Delaware on or about April 21, 2017. They include claims for violations of the federal securities laws and breach of fiduciary duties by Tesla’s board of directors. Those actions have been consolidated and stayed pending the above-referenced Chancery Court litigation.

Litigation Relating to 2018 CEO Performance Award

On June 4, 2018, a purported Tesla stockholder filed a putative class and derivative action in the Delaware Court of Chancery against Elon Musk and the members of Tesla’s board of directors as then constituted, alleging corporate waste, unjust enrichment and that such board members breached their fiduciary duties by approving the stock-based compensation plan awarded to Elon Musk in 2018. The complaint seeks, among other things, monetary damages and rescission or reformation of the stock-based compensation plan. On August 31, 2018, defendants filed a motion to dismiss the complaint; plaintiff filed its opposition brief on November 1, 2018; and defendants filed a reply brief on December 13, 2018. The hearing on the motion to dismiss was held on May 9, 2019. On September 20, 2019, the Court granted the motion to dismiss as to the corporate waste claim but denied the motion as to the breach of fiduciary duty and unjust enrichment claims. Defendants’ answer was filed on December 3, 2019.

On January 25, 2021, the Court conditionally certified certain claims and a class of Tesla stockholders as a class action. On September 30, 2021, plaintiff filed a motion for leave to file a verified amended derivative complaint. On October 1, 2021, defendants Kimbal Musk and Steve Jurvetson moved for summary judgment as to the claims against them. Following the motion, plaintiff agreed to voluntarily dismiss the claims against Kimbal Musk and Steve Jurvetson. Plaintiff also moved for summary judgment on October 1, 2021. On October 27, 2021, the Court approved the parties’ joint stipulation that, among other things, (a) all claims against Kimbal Musk and Steve Jurvetson in the Complaint are dismissed with prejudice; (b) the class is decertified and the action shall continue exclusively as a derivative action under Court of Chancery Rule 23.1; and (c) the direct claims against the remaining defendants are dismissed with prejudice. On November 18, 2021, the remaining defendants (a) moved for partial summary judgment, (b) opposed plaintiff’s summary judgment motion and (c) opposed the plaintiff’s motion to amend his complaint. In January 2022, the case was assigned to a different judge. On February 24, 2022, the court (i) granted plaintiff’s motion to amend his complaint, and (ii) canceled oral argument on the summary judgment motions, stating that the court is “skeptical that this litigation can be resolved based on the undisputed facts” and the “case is going to trial,” but that the “parties may reassert their arguments made in support of summary judgment in their pre-trial and post-trial briefs.” Trial was held November 14-18, 2022. Post-trial briefing and argument are now complete.

Litigation Related to Directors’ Compensation

On June 17, 2020, a purported Tesla stockholder filed a derivative action in the Delaware Court of Chancery, purportedly on behalf of Tesla, against certain of Tesla’s current and former directors regarding compensation awards granted to Tesla’s directors, other than Elon Musk, between 2017 and 2020. The suit asserts claims for breach of fiduciary duty and unjust enrichment and seeks declaratory and injunctive relief, unspecified damages and other relief. Defendants filed their answer on September 17, 2020. Trial is currently set for November 27, 2023, to December 1, 2023.

Litigation Relating to Potential Going Private Transaction

Between August 10, 2018 and September 6, 2018, nine purported stockholder class actions were filed against Tesla and Elon Musk in connection with Mr. Musk’s August 7, 2018 Twitter post that he was considering taking Tesla private. On January 16, 2019, Plaintiffs filed their consolidated complaint in the United States District Court for the Northern District of California and added as defendants the members of Tesla’s board of directors. The consolidated complaint asserts claims for violations of the federal securities laws and seeks unspecified damages and other relief. The parties stipulated to certification of a class of stockholders, which the court granted on November 25, 2020. Trial started on January 17, 2023, and on February 3, 2023, a jury rendered a verdict in favor of the defendants on all counts. After trial, plaintiffs filed a motion for judgment as a matter of law and a motion for new trial, which the defendants opposed.

Between October 17, 2018 and March 8, 2021, seven derivative lawsuits were filed in the Delaware Court of Chancery, purportedly on behalf of Tesla, against Mr. Musk and the members of Tesla’s board of directors, as constituted at relevant times, in relation to statements made and actions connected to a potential going private transaction, with certain of the lawsuits challenging additional Twitter posts by Mr. Musk, among other things. Five of those actions were consolidated, and all seven actions have been stayed pending resolution of the above-referenced consolidated purported stockholder class action. In addition to these cases, two derivative lawsuits were filed on October 25, 2018 and February 11, 2019 in the U.S. District Court for the District of Delaware, purportedly on behalf of Tesla, against Mr. Musk and the members of the Tesla board of directors as then constituted. Those cases have also been consolidated and stayed pending the entry of judgment in the above-referenced consolidated purported stockholder class action.

On October 21, 2022, a lawsuit was filed in the Delaware Court of Chancery by a purported shareholder of Tesla alleging, among other things, that board members breached their fiduciary duties in connection with their oversight of the Company’s 2018 settlement with the SEC, as amended. Among other things, the plaintiff seeks reforms to the Company’s corporate governance and internal procedures, unspecified damages, and attorneys’ fees. The parties reached an agreement to stay the case until June 5, 2023.

On November 15, 2021, JPMorgan Chase Bank (“JP Morgan”) filed a lawsuit against Tesla in the Southern District of New York alleging breach of a stock warrant agreement that was entered into as part of a convertible notes offering in 2014. In 2018, JP Morgan informed Tesla that it had adjusted the strike price based upon Mr. Musk’s August 7, 2018 Twitter post that he was considering taking Tesla private. Tesla disputed JP Morgan’s adjustment as a violation of the parties’ agreement. In 2021, Tesla delivered shares to JP Morgan per the agreement, which they duly accepted. JP Morgan now alleges that it is owed approximately $162 million as the value of additional shares that it claims should have been delivered as a result of the adjustment to the strike price in 2018. On January 24, 2022, Tesla filed multiple counterclaims as part of its answer to the underlying lawsuit, asserting among other points that JP Morgan should have terminated the stock warrant agreement in 2018 rather than make an adjustment to the strike price that it should have known would lead to a commercially unreasonable result. Tesla believes that the adjustments made by JP Morgan were neither proper nor commercially reasonable, as required under the stock warrant agreements. JP Morgan filed a motion for judgment on the pleadings, which Tesla opposed, and that motion is currently pending before the Court.

Litigation and Investigations Relating to Alleged Discrimination and Harassment

On October 4, 2021, in a case captioned Diaz v. Tesla, a jury in the Northern District of California returned a verdict against Tesla on claims by a former contingent worker that he was subjected to race discrimination while assigned to work at Tesla’s Fremont Factory from 2015-2016. On November 16, 2021, Tesla filed a post-trial motion for relief that included a request for a new trial or reduction of the jury’s damages. On April 13, 2022, the Court granted Tesla’s motion in part, reducing the total damages and conditionally denied the motion for a new trial subject to the plaintiff’s acceptance of the reduced award. On June 21, 2022, the plaintiff rejected the reduced award and, as a result, on June 27, 2022, the Court ordered a new trial on damages only, which commenced on March 27, 2023, after which a jury returned a verdict of $3,175,000. As a result, the damages awarded against Tesla were reduced from an initial $136.9 million (October 4, 2021) down to $15 million (April 13, 2022), and then further down to $3.175 million (April 3, 2023).

On February 9, 2022, shortly after the first Diaz jury verdict, the California Civil Rights Department (”CRD,” formerly “DFEH”) filed a civil complaint against Tesla in Alameda County, California Superior Court, alleging systemic race discrimination, hostile work environment and pay equity claims, among others. CRD’s amended complaint seeks monetary damages and injunctive relief. On September 22, 2022, Tesla filed a cross complaint against CRD, alleging that it violated the Administrative Procedures Act by failing to follow statutory pre-requisites prior to filing suit and that cross complaint was subject to a sustained demurrer, which Tesla later amended and refiled. The case is now in discovery.

Additionally, on June 1, 2022 the Equal Employment Opportunity Commission (“EEOC”) issued a cause finding against Tesla that closely parallels the CRD’s allegations. Tesla will engage in a mandatory mediation with the EEOC in June 2023.

On June 16, 2022, two Tesla stockholders filed separate derivative actions in the U.S. District Court for the Western District of Texas, purportedly on behalf of Tesla, against certain of Tesla’s current and former directors. Both suits assert claims for breach of fiduciary duty, unjust enrichment, and violation of the federal securities laws in connection with alleged race and gender discrimination and sexual harassment. Among other things, plaintiffs seek declaratory and injunctive relief, unspecified damages payable to Tesla, and attorneys’ fees. On July 22, 2022, the Court consolidated the two cases and on September 6, 2022, plaintiffs filed a consolidated complaint. On November 7, 2022, the defendants filed a motion to dismiss the case. Plaintiffs filed a response of January 13, 2023, and the defendants replied on February 17, 2023.

Other Litigation Related to Our Products and Services

We are also subject to various lawsuits, including proposed class actions, that seek monetary and other injunctive relief. For example, on September 14, 2022, a proposed class action was filed against Tesla, Inc. and related entities in the U.S. District Court for the Northern District of California, alleging various claims about the Company’s driver assistance technology systems under state and federal law. This case was later consolidated with several other proposed class actions, and a Consolidated Amended Complaint was filed on October 28, 2022, which seeks damages and other relief on behalf of all persons who purchased or leased from Tesla between January 1, 2016 to the present. On October 5, 2022 a proposed class action complaint was filed in the U.S. District Court for the Eastern District of New York asserting similar state and federal law claims against the same defendants. On March 22, 2023, the plaintiffs in the California consolidated action filed a motion for a preliminary injunction to order Tesla to (1) cease using the term “Full Self-Driving Capability” (FSDC), (2) cease the sale and activation of FSDC and deactivate FSDC on Tesla vehicles, and (3) provide certain notices to consumers about proposed court-findings about the accuracy of the use of the terms Autopilot and FSDC.

On February 27, 2023, a proposed class action was filed in the U.S. District Court for the Northern District of California against Tesla, Inc., Elon Musk and certain current and former Company executives. The complaint alleges that the defendants made material misrepresentations and omissions about the Company’s Autopilot and FSDC technologies and seeks money damages and other relief on behalf of persons who purchased Tesla stock between February 19, 2019 and February 17, 2023. On April 13, 2023, a putative Tesla shareholder filed a related shareholder derivative complaint against the members of Tesla’s board of directors and certain current and former executives, alleging contribution for violations of the federal securities law, breach of fiduciary duties, waste, and unjust enrichment. The complaint asserts derivative claims and seeks, among other relief, unspecified monetary damages, attorneys’ fees and costs.

On March 14, 2023 a proposed class action was filed in the U.S. District Court for the Northern District of California. Several similar complaints have also been filed in the same court. These complaints allege that Tesla violates federal antitrust and warranty laws through its repair, service, and maintenance practices and seeks, among other relief, damages for persons who paid Tesla for repairs services or Tesla compatible replacement parts from March 2019 to March 2023.

The Company intends to vigorously defend itself in these matters; however, we cannot predict the outcome or impact. We are unable to reasonably estimate the possible loss or range of loss, if any, associated with these claims, unless noted.

Certain Investigations and Other Matters

We receive requests for information from regulators and governmental authorities, such as the National Highway Traffic Safety Administration, the National Transportation Safety Board, the SEC, the Department of Justice (“DOJ”) and various state, federal, and international agencies. We routinely cooperate with such regulatory and governmental requests, including subpoenas, formal and informal requests and other investigations and inquiries.

For example, the SEC had issued subpoenas to Tesla in connection with Elon Musk’s prior statement that he was considering taking Tesla private. The take-private investigation was resolved and closed with a settlement entered into with the SEC in September 2018 and as further clarified in April 2019 in an amendment. The SEC also has periodically issued subpoenas to us seeking information on our governance processes around compliance with the SEC settlement, as amended.

Separately, the company has received requests from the DOJ for documents related to Tesla’s Autopilot and FSD features. To our knowledge no government agency in any ongoing investigation has concluded that any wrongdoing occurred. We cannot predict the outcome or impact of any ongoing matters. Should the government decide to pursue an enforcement action, there exists the possibility of a material adverse impact on our business, results of operation, prospects, cash flows and financial position.

We are also subject to various other legal proceedings and claims that arise from the normal course of business activities. If an unfavorable ruling or development were to occur, there exists the possibility of a material adverse impact on our business, results of operations, prospects, cash flows, financial position and brand.

Note 10 – Variable Interest Entity Arrangements

The aggregate carrying values of the variable interest entities’ assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows (in millions):

March 31,December 31,
20232022
Assets
Current assets
Cash and cash equivalents$58$68
Accounts receivable, net2922
Prepaid expenses and other current assets265274
Total current assets352364
Solar energy systems, net4,0144,060
Other non-current assets390404
Total assets$4,756$4,828
Liabilities
Current liabilities
Accrued liabilities and other$59$69
Deferred revenue910
Current portion of debt and finance leases9311,013
Total current liabilities9991,092
Deferred revenue, net of current portion148149
Debt and finance leases, net of current portion761971
Other long-term liabilities33
Total liabilities$1,911$2,215

Note 11 – Segment Reporting and Information about Geographic Areas

We have two operating and reportable segments: (i) automotive and (ii) energy generation and storage. The following table presents revenues and gross profit by reportable segment (in millions):

Three Months Ended March 31,
20232022
Automotive segment
Revenues$21,800$18,140
Gross profit$4,343$5,532
Energy generation and storage segment
Revenues$1,529$616
Gross profit$168$(72)

The following table presents revenues by geographic area based on the sales location of our products (in millions):

Three Months Ended March 31,
20232022
United States$11,247$8,734
China4,8914,650
Other international7,1915,372
Total$23,329$18,756

The following table presents long-lived assets by geographic area (in millions):

March 31,December 31,
20232022
United States$22,613$21,667
Germany3,8503,547
China2,9532,978
Other international980845
Total$30,396$29,037

The following table presents inventory by reportable segment (in millions):

March 31,December 31,
20232022
Automotive$12,538$10,996
Energy generation and storage1,8371,843
Total$14,375$12,839

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