UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-34756

Tesla, Inc.

(Exact name of registrant as specified in its charter)

Delaware	91-2197729
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 Tesla Road Austin, Texas	78725
(Address of principal executive offices)	(Zip Code)

(512) 516-8177

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	TSLA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 19, 2022, there were 1,036,009,925 shares of the registrant’s common stock outstanding.

TESLA, INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income	6
	Consolidated Statements of Redeemable Noncontrolling Interests and Equity	7
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	38
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	54
Item 6.	Exhibits	54
Signatures		56

Forward-Looking Statements

The discussions in this Quarterly Report on Form 10-Q contain forward-looking statements reflecting our current expectations that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements concerning any potential future impact of the coronavirus disease (“COVID-19”) pandemic on our business, supply chain constraints, our strategy, competition, future operations and production capacity, future financial position, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the market in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could 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 II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (the “SEC”). We do not assume any obligation to update any forward-looking statements.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Tesla, Inc.

Consolidated Balance Sheets

(in millions, except per share data)

(unaudited)

	March 31,			December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents	$	17,505		$	17,576
Short-term marketable securities		508			131
Accounts receivable, net		2,311			1,913
Inventory		6,691			5,757
Prepaid expenses and other current assets		2,035			1,723
Total current assets		29,050			27,100
Operating lease vehicles, net		4,745			4,511
Solar energy systems, net		5,686			5,765
Property, plant and equipment, net		20,027			18,884
Operating lease right-of-use assets		2,181			2,016
Digital assets, net		1,261			1,260
Intangible assets, net		254			257
Goodwill		200			200
Other non-current assets		2,634			2,138
Total assets	$	66,038		$	62,131
Liabilities
Current liabilities
Accounts payable	$	11,171		$	10,025
Accrued liabilities and other		5,906			5,719
Deferred revenue		1,594			1,447
Customer deposits		1,125			925
Current portion of debt and finance leases		1,659			1,589
Total current liabilities		21,455			19,705
Debt and finance leases, net of current portion		3,153			5,245
Deferred revenue, net of current portion		2,185			2,052
Other long-term liabilities		3,839			3,546
Total liabilities		30,632			30,548
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests in subsidiaries		459			568
Equity
Stockholders’ equity
Preferred stock; $0.001 par value; 100 shares authorized;     no shares issued and outstanding		—			—
Common stock; $0.001 par value; 2,000 shares authorized;     1,036 and 1,033 shares issued and outstanding as of     March 31, 2022 and December 31, 2021, respectively		1			1
Additional paid-in capital		30,485			29,803
Accumulated other comprehensive (loss) income		(50	)		54
Retained earnings		3,649			331
Total stockholders’ equity		34,085			30,189
Noncontrolling interests in subsidiaries		862			826
Total liabilities and equity	$	66,038		$	62,131

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

4

Tesla, Inc.

Consolidated Statements of Operations

(in millions, except per share data)

(unaudited)

	Three Months Ended March 31,
	2022			2021
Revenues
Automotive sales	$	15,514		$	8,187
Automotive regulatory credits		679			518
Automotive leasing		668			297
Total automotive revenues		16,861			9,002
Energy generation and storage		616			494
Services and other		1,279			893
Total revenues		18,756			10,389
Cost of revenues
Automotive sales		10,914			6,457
Automotive leasing		408			160
Total automotive cost of revenues		11,322			6,617
Energy generation and storage		688			595
Services and other		1,286			962
Total cost of revenues		13,296			8,174
Gross profit		5,460			2,215
Operating expenses
Research and development		865			666
Selling, general and administrative		992			1,056
Restructuring and other		0			(101	)
Total operating expenses		1,857			1,621
Income from operations		3,603			594
Interest income		28			10
Interest expense		(61	)		(99	)
Other income, net		56			28
Income before income taxes		3,626			533
Provision for income taxes		346			69
Net income		3,280			464
Net (loss) income attributable to noncontrolling interests and    redeemable noncontrolling interests in subsidiaries		(38	)		26
Net income attributable to common stockholders	$	3,318		$	438
Net income per share of common stock    attributable to common stockholders
Basic	$	3.20		$	0.46
Diluted	$	2.86		$	0.39
Weighted average shares used in computing net    income per share of common stock
Basic		1,034			961
Diluted		1,157			1,133

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

5

Tesla, Inc.

Consolidated Statements of Comprehensive Income

(in millions)

(unaudited)

	Three Months Ended March 31,
	2022			2021
Net income	$	3,280		$	464
Other comprehensive loss:
Foreign currency translation adjustment		(96	)		(220	)
Unrealized net loss on marketable securities		(8	)		—
Comprehensive income		3,176			244
Less: Comprehensive (loss) income attributable to    noncontrolling interests and redeemable    noncontrolling interests in subsidiaries		(38	)		26
Comprehensive income attributable to    common stockholders	$	3,214		$	218

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

6

Tesla, Inc.

Consolidated Statements of Redeemable Noncontrolling Interests and Equity

(in millions, except per share data)

(unaudited)

											Accumulated
	Redeemable							Additional			Other					Total			Noncontrolling
	Noncontrolling			Common Stock				Paid-In			Comprehensive			Retained		Stockholders’			Interests in			Total
	Interests			Shares		Amount		Capital			Income (Loss)			Earnings		Equity			Subsidiaries			Equity
Balance as of December 31, 2021	$	568			1,033	$	1	$	29,803		$	54		$	331	$	30,189		$	826		$	31,015
Exercises of conversion feature of    convertible senior notes		—			0		0		—			—			—		—			—			—
Issuance of common stock for equity    incentive awards		—			3		0		202			—			—		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	)		—		—		—			—			3,318		3,318			58			3,376
Other comprehensive loss		—			—		—		—			(104	)		—		(104	)		—			(104	)
Balance as of March 31, 2022	$	459			1,036	$	1	$	30,485		$	(50	)	$	3,649	$	34,085		$	862		$	34,947

											Accumulated
	Redeemable							Additional			Other						Total			Noncontrolling
	Noncontrolling			Common Stock				Paid-In			Comprehensive			Accumulated			Stockholders’			Interests in			Total
	Interests			Shares		Amount		Capital			Income (Loss)			Deficit			Equity			Subsidiaries			Equity
Balance as of December 31, 2020	$	604			960	$	1	$	27,260		$	363		$	(5,399	)	$	22,225		$	850		$	23,075
Adjustments for prior periods from    adopting ASU 2020-06		—			—		—		(474	)		—			211			(263	)		—			(263	)
Exercises of conversion feature of    convertible senior notes		—			0		0		11			—			—			11			—			11
Issuance of common stock for equity    incentive awards		—			3		0		183			—			—			183			—			183
Stock-based compensation		—			—		—		643			—			—			643			—			643
Distributions to noncontrolling    interests		(12	)		—		—		—			—			—			—			(20	)		(20	)
Net income		9			—		—		—			—			438			438			17			455
Other comprehensive loss		—			—		—		—			(220	)		—			(220	)		—			(220	)
Balance as of March 31, 2021	$	601			963	$	1	$	27,623		$	143		$	(4,750	)	$	23,017		$	847		$	23,864

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

7

Tesla, Inc.

Consolidated Statements of Cash Flows

(in millions)

(unaudited)

	Three Months Ended March 31,
	2022			2021
Cash Flows from Operating Activities
Net income	$	3,280		$	464
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and impairment		880			621
Stock-based compensation		418			614
Inventory and purchase commitments write-downs		33			49
Foreign currency transaction net unrealized gain		(30	)		(2	)
Non-cash interest and other operating activities		16			8
Digital assets gain, net		—			(101	)
Changes in operating assets and liabilities: