I

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 September 30, 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 October 18, 2022, there were 3,157,752,449 shares of the registrant’s common stock outstanding.

TESLA, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 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	9
	Notes to Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42
Item 4.	Controls and Procedures	42
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3.	Defaults Upon Senior Securities	57
Item 4.	Mine Safety Disclosures	57
Item 5.	Other Information	57
Item 6.	Exhibits	58
Signatures		60

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)

	September 30,			December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents	$	19,532		$	17,576
Short-term marketable securities		1,575			131
Accounts receivable, net		2,192			1,913
Inventory		10,327			5,757
Prepaid expenses and other current assets		2,364			1,723
Total current assets		35,990			27,100
Operating lease vehicles, net		4,824			4,511
Solar energy systems, net		5,562			5,765
Property, plant and equipment, net		21,926			18,884
Operating lease right-of-use assets		2,251			2,016
Digital assets, net		218			1,260
Intangible assets, net		228			257
Goodwill		191			200
Other non-current assets		3,236			2,138
Total assets	$	74,426		$	62,131
Liabilities
Current liabilities
Accounts payable	$	13,897		$	10,025
Accrued liabilities and other		6,246			5,719
Deferred revenue		1,928			1,447
Customer deposits		1,083			925
Current portion of debt and finance leases		1,457			1,589
Total current liabilities		24,611			19,705
Debt and finance leases, net of current portion		2,096			5,245
Deferred revenue, net of current portion		2,265			2,052
Other long-term liabilities		4,330			3,546
Total liabilities		33,302			30,548
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests in subsidiaries		421			568
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;     3,158 and 3,100 shares issued and outstanding as of     September 30, 2022 and December 31, 2021, respectively (1)		3			3
Additional paid-in capital		31,592			29,803
Accumulated other comprehensive (loss) income		(942	)		54
Retained earnings (1)		9,198			329
Total stockholders’ equity		39,851			30,189
Noncontrolling interests in subsidiaries		852			826
Total liabilities and equity	$	74,426		$	62,131

(1)Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in August 2022. See Note 1, Overview for details.

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 September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenues
Automotive sales	$	17,785		$	11,393		$	46,969		$	29,100
Automotive regulatory credits		286			279			1,309			1,151
Automotive leasing		621			385			1,877			1,014
Total automotive revenues		18,692			12,057			50,155			31,265
Energy generation and storage		1,117			806			2,599			2,101
Services and other		1,645			894			4,390			2,738
Total revenues		21,454			13,757			57,144			36,104
Cost of revenues
Automotive sales		13,099			8,150			34,166			21,726
Automotive leasing		381			234			1,157			582
Total automotive cost of revenues		13,480			8,384			35,323			22,308
Energy generation and storage		1,013			803			2,470			2,179
Services and other		1,579			910			4,275			2,858
Total cost of revenues		16,072			10,097			42,068			27,345
Gross profit		5,382			3,660			15,076			8,759
Operating expenses
Research and development		733			611			2,265			1,853
Selling, general and administrative		961			994			2,914			3,023
Restructuring and other		—			51			142			(27	)
Total operating expenses		1,694			1,656			5,321			4,849
Income from operations		3,688			2,004			9,755			3,910
Interest income		86			10			140			31
Interest expense		(53	)		(126	)		(158	)		(300	)
Other (expense) income, net		(85	)		(6	)		(1	)		67
Income before income taxes		3,636			1,882			9,736			3,708
Provision for income taxes		305			223			856			407
Net income		3,331			1,659			8,880			3,301
Net income attributable to noncontrolling    interests and redeemable noncontrolling interests    in subsidiaries		39			41			11			103
Net income attributable to common stockholders	$	3,292		$	1,618		$	8,869		$	3,198
Net income per share of common stock    attributable to common stockholders (1)
Basic	$	1.05		$	0.54		$	2.84		$	1.09
Diluted	$	0.95		$	0.48		$	2.55		$	0.95
Weighted average shares used in computing net    income per share of common stock (1)
Basic		3,146			2,993			3,120			2,931
Diluted		3,468			3,369			3,474			3,391

(1)Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in August 2022. See Note 1, Overview for details.

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 September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net income	$	3,331		$	1,659		$	8,880		$	3,301
Other comprehensive loss:
Foreign currency translation adjustment		(460	)		(86	)		(977	)		(243	)
Unrealized net loss on marketable securities		(5	)		—			(19	)		—
Comprehensive income		2,866			1,573			7,884			3,058
Less: Comprehensive income attributable to    noncontrolling interests and redeemable    noncontrolling interests in subsidiaries		39			41			11			103
Comprehensive income attributable to    common stockholders	$	2,827		$	1,532		$	7,873		$	2,955

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
Three Months Ended September 30, 2022	Interests		Shares (1)		Amount (1)		Capital		Loss			Earnings (1)		Equity		Subsidiaries		Equity
Balance as of June 30, 2022	$	421		3,122	$	3	$	30,944	$	(477	)	$	5,906	$	36,376	$	861	$	37,237
Exercises of conversion feature of    convertible senior notes		—		0		0		0		—			—		0		—		0
Settlements of warrants		—		29		0		0		—			—		0		—		0
Issuance of common stock for equity    incentive awards		—		7		0		229		—