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Tesla, Inc. - Annual Report: 2024 (Form 10-K)

Other()()Total deferred tax liabilities()()Deferred tax assets (liabilities), net of valuation allowance$ $ 
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 billion for deferred tax assets that are not more likely than not to be realized, which primarily included our California deferred tax assets, U.S. foreign tax credits and certain foreign operating losses. The valuation allowance on our net deferred tax assets increased by $ million during the year ended December 31, 2024, and decreased by $ billion and $ billion during the years ended December 31, 2023 and 2022, respectively. The valuation allowance increase during the year ended December 31, 2024 was primarily due to the changes of our California deferred tax assets, U.S. foreign tax credits and certain foreign operating losses. The change in valuation allowance during the year ended December 31, 2023 was primarily due to the release of our valuation allowance with respect to our U.S. federal and certain state deferred tax assets. In the fourth quarter of 2023, based on the relevant weight of positive and negative evidence, including the amount of our taxable income in recent years which was objective and verifiable, and consideration of our expected future taxable earnings, we concluded that it is more likely than not that most of our U.S. federal and certain state deferred tax assets are realizable and released the valuation allowance on these deferred tax assets. The valuation allowance change during the years ended December 31, 2022 was primarily due to changes in our U.S. deferred tax assets and liabilities. Our deferred tax assets without a valuation allowance are more likely than not to be realized given the expectation of future earnings in the respective jurisdictions.
As of December 31, 2024, we had $ billion of federal and $ billion of state net operating loss carry-forwards available to offset future taxable income, an immaterial amount of which, if not utilized, will begin to expire in 2026 for federal and 2025 for state purposes. Federal and state laws can impose substantial restrictions on the utilization of net operating loss and tax credit carry-forwards in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code. We have determined that no significant limitation would be placed on the utilization of our net operating loss and tax credit carry-forwards due to prior ownership changes or expirations.
As of December 31, 2024, we had federal research and development tax credits of $ billion, federal renewable energy tax credits of $ billion, and state research and development tax credits of $ billion. Most of our state research and development tax credits were in the state of California. If not utilized, some of the federal tax credits may expire in various amounts beginning in 2035. However, California research and development tax credits can be carried forward indefinitely.
As of December 31, 2024, we intend to indefinitely reinvest our foreign earnings and cash unless such repatriation results in no or minimal tax costs. We have recorded the taxes associated with the foreign earnings we intend to repatriate in the future. For the earnings we intend to indefinitely reinvest, deferred tax liabilities for foreign withholding or other taxes have been recorded. The estimated amount of such unrecognized withholding tax liability associated with the indefinitely reinvested earnings is approximately $ million.
Uncertain Tax Positions
 Increases in balances related to prior year tax positions Decreases in balances related to prior year tax positions()Increases in balances related to current year tax positions Decreases in balances related to expiration of the statute of limitations()December 31, 2022 Increases in balances related to prior year tax positions Decreases in balances related to settlement with tax authorities()Increases in balances related to current year tax positions Decreases in balances related to expiration of the statute of limitations()December 31, 2023 Increases in balances related to prior year tax positions Decreases in balances related to prior year tax positions()Increases in balances related to current year tax positions Decreases in balances related to settlement with tax authorities()Decreases in balances related to expiration of the statute of limitations()December 31, 2024$ 
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million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, and 2023, we have accrued $ million and $ million, respectively, related to interest and penalties on our unrecognized tax benefits. Unrecognized tax benefits of $ billion, if recognized, would affect our effective tax rate.
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 2023 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.
Note 14 –
billion in combined capital, operational expenses, costs of goods sold and other costs in the State of New York during the -year period beginning April 30, 2018. On an annual basis during the initial lease term, as measured on each anniversary of such date, if we fail to meet these specified investment and job creation requirements, it may result in our incurring financial liabilities in the form of “program payments” which would not be expected to have a material adverse effect to our financial operations, the termination of our lease at Gigafactory New York, and/or the need to adjust certain of our operations.

In 2021, an amendment was executed to extend our overall agreement to spend or incur $ billion in combined capital, operational expenses, costs of goods sold and other costs in the State of New York through December 31, 2029. 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.
Operating Lease Arrangement in Shanghai, China
We have an operating lease arrangement for an initial term of years with the local government of Shanghai for land use rights where we have been constructing Gigafactory Shanghai. Under the terms of the arrangement, we are required to spend RMB  billion in capital expenditures by the end of 2023, which was achieved in 2023, and to generate RMB  billion of annual tax revenues starting at the end of 2023. As of December 31, 2024 and 2023, we had met and expect to meet the tax revenue requirements based on our current level of spend and sales.
84

Tesla shares, plus expenses of $. Tesla opposed the fee request, and at Tesla’s 2024 Annual Meeting of Stockholders, % of the disinterested voting shares of Tesla, excluding shares owned by Mr. Musk and Kimbal Musk, voted to ratify the 2018 CEO Performance Award. Because Tesla’s disinterested stockholders voted to ratify the 2018 CEO Performance Award, Mr. Musk and the other director defendants, joined by Tesla, filed a brief seeking to revise the Court’s January 30, 2024 opinion. On December 2, 2024, the Court issued an opinion denying the motion to revise the Court’s January 30, 2024 opinion and awarded Plaintiff’s counsel fees in the amount of $ million. A final judgment was entered by the Court, and the director defendants and Tesla appealed the decisions to the Delaware Supreme Court.
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.
On July 14, 2023, the parties filed a Stipulation and Agreement of Compromise and Settlement, which does not involve an admission of any wrongdoing by any party. Pursuant to the terms of the agreement, Tesla provided notice of the proposed settlement to stockholders of record as of July 14, 2023. The Court held a hearing regarding the settlement on October 13, 2023, after which it took the settlement and plaintiff counsels’ fee request under advisement. On January 8, 2025, the Court approved the settlement and awarded Plaintiff’s counsel fees in the amount of approximately $ million. A final judgment was entered by the Court on January 13, 2025. Tesla intends to appeal the Court’s fee award on or before the appeal deadline of February 12, 2025. The settlement is not expected to have an adverse impact on our results of operations, cash flows or financial position.
Litigation Relating to Potential Going Private Transaction

Between August 10, 2018 and September 6, 2018, 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 Court denied and judgement was entered in favor of defendants on July 11, 2023. On November 6, 2024, the United States Court of Appeals for the Ninth Circuit affirmed the district court’s dismissal of all claims.
Between October 17, 2018 and March 8, 2021, 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. Several of those actions were consolidated, and all have been stayed. In addition to these cases, 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.
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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 cases and on September 6, 2022, plaintiffs filed a consolidated complaint. On November 7, 2022, the defendants filed a motion to dismiss the case and on September 15, 2023, the Court dismissed the action but granted plaintiffs leave to file an amended complaint. On November 2, 2023, plaintiff filed an amended complaint purportedly on behalf of Tesla, against Elon Musk. On December 19, 2023, the defendants moved to dismiss the amended complaint, which the Court granted on April 12, 2024, with leave for plaintiffs to amend. On May 15, 2024, plaintiffs filed a second amended consolidated complaint purportedly on behalf of Tesla, against Mr. Musk. On July 1, 2024, the defendants moved to dismiss the second amended consolidated complaint.
86

87

million of unused letters of credit outstanding.
Note 15 –
88

 $ Accounts receivable, net  Prepaid expenses and other current assets  Total current assets  Operating lease vehicles, net  Solar energy systems, net  Other non-current assets  Total assets$ $ Liabilities  Current liabilities  Accrued liabilities and other$ $ Deferred revenue  Current portion of debt and finance leases  Total current liabilities  Deferred revenue, net of current portion  Debt and finance leases, net of current portion  Total liabilities$ $ 
Note 16 –
89

Note 17 –
operating and reportable segments: (i) automotive and (ii) energy generation and storage. The automotive segment includes the design, development, manufacturing, sales and leasing of electric vehicles as well as sales of automotive regulatory credits. Additionally, the automotive segment is also comprised of services and other, which includes sales of used vehicles, non-warranty maintenance services and collision, part sales, paid Supercharging, insurance services revenue and retail merchandise sales. The energy generation and storage segment includes the design, manufacture, installation, sales and leasing of solar energy generation and energy storage products and related services and sales of solar energy systems incentives.
Our CODM does not evaluate operating segments using asset or liability information. The CODM uses gross profit to allocate operating and capital resources and assesses performance of each segment by comparing actual gross profit results to historical results and previously forecasted financial information. The following table presents revenues, cost of revenues and gross profit by reportable segment (in millions):
 $ $ Cost of revenues (1)$ $ $ Gross profit$ $ $ Energy generation and storage segment  Revenues$ $ $ Cost of revenues (2)$ $ $ Gross profit$ $ $ 
(1)Depreciation and amortization included in Cost of revenues for the automotive segment for the years ended December 31, 2024, 2023 and 2022 was $ billion, $ billion and $ billion, respectively.
(2)Depreciation and amortization included in Cost of revenues for the energy generation and storage segment for the years ended December 31, 2024, 2023 and 2022 was $ million, $ million and $ million, respectively.
 $ $ China   Other international   Total$ $ $  $ Germany  Other international  Total$ $ 
90

 $ Energy generation and storage  Total$ $ 
Note 18 –
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.
During the year ended December 31, 2022, we recorded an impairment loss of $ million as well as realized gains of $ million in connection with converting our holdings of digital assets into fiat currency. We also recorded other expenses of $ million during the second quarter of the year ended December 31, 2022, related to employee terminations.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 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.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
91

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report which is included herein.
Limitations on the Effectiveness of Controls
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None of the Company’s directors or officers , modified or a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K, except as follows:
, , one of our , a Rule 10b5-1 trading arrangement for the potential exercise of options to purchase 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. The arrangement's expiration date is .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
92

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 of Form 10-K will be included in our 2025 Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2025 Annual Meeting of Stockholders and is by reference. The 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.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 of Form 10-K will be included in our 2025 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 of Form 10-K will be included in our 2025 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item 13 of Form 10-K will be included in our 2025 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 of Form 10-K will be included in our 2025 Proxy Statement and is incorporated herein by reference.
93

PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1.Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report)
2.All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes
3.The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report
INDEX TO EXHIBITS
Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
3.110-Q001-347563.1July 24, 2024
3.210-Q001-347563.2July 24, 2024
4.1————X
4.2S-1333-1645934.2January 29, 2010
4.3S-1/A333-1645934.2AMay 27, 2010
4.4S-1/A333-1645934.2BMay 27, 2010
4.5S-1/A333-1645934.2CJune 15, 2010
4.68-K001-347564.1November 4, 2010
4.7S-1/A333-1744664.2EJune 2, 2011
94

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.88-K001-347564.1June 1, 2011
4.98-K001-347564.1May 20, 2013
4.108-K001-347564.2May 20, 2013
4.118-K001-347564.1August 19, 2015
4.128-K001-347564.1May 24, 2016
4.138-K001-347564.1March 17, 2017
4.148-K001-347564.1May 3, 2019
4.158-K001-347564.1May 22, 2013
4.16S-3ASR(1)333-1993214.1October 15, 2014
4.178-K(1)001-357584.3March 9, 2015
95

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.188-K(1)001-357584.4March 9, 2015
4.198-K(1)001-357584.5March 19, 2015
4.208-K(1)001-357584.6March 19, 2015
4.218-K(1)001-357584.5March 26, 2015
4.228-K(1)001-357584.6March 26, 2015
4.238-K(1)001-357584.5April 2, 2015
4.248-K(1)001-357584.5April 9, 2015
4.258-K(1)001-357584.6April 9, 2015
4.268-K(1)001-357584.5April 14, 2015
4.278-K(1)001-357584.6April 14, 2015
96

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.288-K(1)001-357584.3April 21, 2015
4.298-K(1)001-357584.4April 21, 2015
4.308-K(1)001-357584.5April 27, 2015
4.318-K(1)001-357584.6April 27, 2015
4.328-K(1)001-357584.5May 1, 2015
4.338-K(1)001-357584.6May 1, 2015
4.348-K(1)001-357584.4May 11, 2015
4.358-K(1)001-357584.5May 11, 2015
4.368-K(1)001-357584.4May 18, 2015
4.378-K(1)001-357584.5May 18, 2015
97

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.388-K(1)001-357584.4May 26, 2015
4.398-K(1)001-357584.5May 26, 2015
4.408-K(1)001-357584.4June 16, 2015
4.418-K(1)001-357584.5June 16, 2015
4.428-K(1)001-357584.4June 23, 2015
4.438-K(1)001-357584.5June 23, 2015
4.448-K(1)001-357584.5June 29, 2015
4.458-K(1)001-357584.6June 29, 2015
4.468-K(1)001-357584.5July 21, 2015
4.478-K(1)001-357584.6July 21, 2015
98

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.488-K(1)001-357584.5July 31, 2015
4.498-K(1)001-357584.6July 31, 2015
4.508-K(1)001-357584.5August 10, 2015
4.518-K(1)001-357584.6August 17, 2015
4.528-K(1)001-357584.6August 24, 2015
4.538-K(1)001-357584.6August 31, 2015
4.548-K(1)001-357584.5September 15, 2015
4.558-K(1)001-357584.6September 15, 2015
4.568-K(1)001-357584.5September 29, 2015
99

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.578-K(1)001-357584.6September 29, 2015
4.588-K(1)001-357584.5October 13, 2015
4.598-K(1)001-357584.5October 30, 2015
4.608-K(1)001-357584.6October 30, 2015
4.618-K(1)001-357584.5November 4, 2015
4.628-K(1)001-357584.5November 17, 2015
4.638-K(1)001-357584.6November 17, 2015
4.648-K(1)001-357584.5November 30, 2015
4.658-K(1)001-357584.6November 30, 2015
100

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.668-K(1)001-357584.5December 14, 2015
4.678-K(1)001-357584.6December 14, 2015
4.688-K(1)001-357584.5December 28, 2015
4.698-K(1)001-357584.6December 28, 2015
4.708-K(1)001-357584.5January 29, 2016
4.718-K(1)001-357584.6January 29, 2016
4.72————X
10.1**S-1/A333-16459310.1June 15, 2010
10.2**S-1/A333-16459310.2May 27, 2010
10.3**S-1333-16459310.3January 29, 2010
10.4**10-K001-3475610.4February 23, 2018
10.5**10-K001-3475610.6March 1, 2017
10.6**10-K001-3475610.7March 1, 2017
101

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.7**10-K001-3475610.8March 1, 2017
10.8**S-8333-2320794.2June 12, 2019
10.9**S-8333-2320794.3June 12, 2019
10.10**S-8333-2320794.4June 12, 2019
10.11**S-8333-2320794.5June 12, 2019
10.12**S-1(1)333-18431710.3October 5, 2012
10.13**S-1333-16459310.9January 29, 2010
10.14**DEF 14A001-34756Appendix AFebruary 8, 2018
10.1510-Q001-3475610.4July 28, 2020
10.168-K001-3475610.3March 5, 2014
10.17†10-K001-3475610.50February 27, 2012
10.18†10-K001-3475610.35AFebruary 26, 2014
10.1910-Q001-3475610.1November 7, 2014
10.20†8-K001-3475610.2October 11, 2016
10.2110-K001-3475610.25AFebruary 24, 2016
102

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.22†10-Q001-3475610.4November 7, 2014
10.2310-Q001-3475610.2May 10, 2016
10.24††10-Q001-3475610.6October 29, 2019
10.25††10-Q001-3475610.3July 28, 2020
10.26††10-K001-3475610.39February 8, 2021
10.27††10-Q001-3475610.3July 29, 2019
10.28††10-Q001-3475610.7October 29, 2019
10.29††10-Q001-3475610.1July 28, 2020
10.30†10-Q001-3475610.1August 7, 2015
103

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.3110-Q(1)001-3575810.16November 6, 2014
10.3210-K(1)001-3575810.16aFebruary 24, 2015
10.3310-K(1)001-3575810.16bFebruary 24, 2015
10.3410-Q(1)001-3575810.16cMay 6, 2015
10.3510-Q(1)001-3575810.16dMay 6, 2015
10.3610-Q(1)001-3575810.16eJuly 30, 2015
104

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.3710-Q(1)001-3575810.16fOctober 30, 2015
10.3810-Q(1)001-3575810.16gOctober 30, 2015
10.3910-Q(1)001-3575810.16hOctober 30, 2015
10.4010-K(1)001-3575810.16iFebruary 10, 2016
10.4110-Q001-3475610.8May 10, 2017
10.4210-Q001-3475610.6July 28, 2020
105

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
10.4310-Q001-3475610.1October 25, 2021
10.44††10-Q001-3475610.2July 29, 2019
10.4510-K001-3475610.59January 31, 2023
19————X
21.1————X
23.1————X
31.1————X
31.2————X
32.1*————X
9710-K001-3475697January 29, 2024
101.INSInline XBRL Instance Document————X
101.SCHInline XBRL Taxonomy Extension Schema Document————X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.————X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document————X
101.LABInline XBRL Taxonomy Extension Label Linkbase Document————X
106

Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document————X
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*Furnished herewith
**Indicates a management contract or compensatory plan or arrangement
†Confidential treatment has been requested for portions of this exhibit
††Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).
(1)Indicates a filing of SolarCity
(2)Indicates a filing of Maxwell Technologies, Inc.
ITEM 16. FORM 10-K SUMMARY
None.
107

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tesla, Inc.
 
Date: January 29, 2025
/s/ Elon Musk
Elon Musk
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SignatureTitleDate
   
/s/ Elon MuskChief Executive Officer and Director (Principal Executive Officer)
January 29, 2025
Elon Musk
 
/s/ Vaibhav TanejaChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
January 29, 2025
Vaibhav Taneja  
   
/s/ Robyn DenholmDirector
January 29, 2025
Robyn Denholm  
   
/s/ Ira EhrenpreisDirector
January 29, 2025
Ira Ehrenpreis  
   
/s/ Joseph GebbiaDirector
January 29, 2025
Joseph Gebbia  
   
/s/ James MurdochDirector
January 29, 2025
James Murdoch
/s/ Kimbal MuskDirector
January 29, 2025
Kimbal Musk
   
/s/ JB StraubelDirector
January 29, 2025
JB Straubel  
   
/s/ Kathleen Wilson-ThompsonDirector
January 29, 2025
Kathleen Wilson-Thompson  
108

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