The following discussion and analysis should be read in conjunction with the
consolidated financial statements and the related notes included elsewhere in
this Annual Report on Form 10-K. For discussion related to changes in financial
condition and the results of operations for fiscal year 2018-related items,
refer to Part II, Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report on Form 10-K for fiscal
year 2019, which was filed with the Securities and Exchange Commission on
February 13, 2020.

Overview and 2020 Highlights



Our mission is to accelerate the world's transition to sustainable energy. We
design, develop, manufacture, lease and sell high-performance fully electric
vehicles, solar energy generation systems and energy storage products. We also
offer maintenance, installation, operation, financial and other services related
to our products.

In 2020, we produced 509,737 vehicles and delivered 499,647 vehicles. We are
currently focused on increasing vehicle production and capacity, developing and
ramping our battery cell technology, increasing the affordability of our
vehicles, expanding our global infrastructure and introducing our next vehicles.

In 2020, we deployed 3.02 GWh of energy storage products and 205 megawatts of
solar energy systems. We are currently focused on ramping production of energy
storage products, improving our Solar Roof installation capability and
efficiency and increasing market share of retrofit solar energy systems.

In 2020, we recognized total revenues of $31.54 billion, representing an increase of $6.96 billion compared to the prior year. We continue to ramp production, build new manufacturing capacity and expand our operations to enable increased deliveries and deployments of our products and further revenue growth.



In 2020, our net income attributable to common stockholders was $721 million,
representing a favorable change of $1.58 billion compared to the prior year. In
2020, our operating margin was 6.3%, representing a favorable change of 6.6%
compared to the prior year. We continue to focus on operational efficiencies,
while we have seen an acceleration of non-cash stock-based compensation expense
due to a rapid increase in our market capitalization and updates to our business
outlook.

We ended 2020 with $19.38 billion in cash and cash equivalents, representing an
increase of $13.12 billion from the end of 2019. Our cash flows from operating
activities during 2020 was $5.94 billion, compared to $2.41 billion during 2019,
and capital expenditures amounted to $3.16 billion during 2020, compared to
$1.33 billion during 2019. Sustained growth has allowed our business to
generally fund itself, but we will continue a number of capital-intensive
projects in upcoming periods.

Management Opportunities, Challenges and Risks and 2021 Outlook

Impact of COVID-19 Pandemic





There continues to be worldwide impact from the COVID-19 pandemic. While we have
been relatively successful in navigating such impact to date, we have previously
been affected by temporary manufacturing closures, employment and compensation
adjustments, and impediments to administrative activities supporting our product
deliveries and deployments. There are also ongoing related risks to our business
depending on the progression of the pandemic, and recent trends in certain
regions have indicated potential returns to limited or closed government
functions, business activities and person-to-person interactions. Global trade
conditions and consumer trends may further adversely impact us and our
industries. For example, pandemic-related issues have exacerbated port
congestion and intermittent supplier shutdowns and delays, resulting in
additional expenses to expedite delivery of critical parts. Similarly, increased
demand for personal electronics has created a shortfall of microchip supply, and
it is yet unknown how we may be impacted. Please see the "Results of Operations"
section of this Item below and certain risk factors described in Part I, Item
1A, Risk Factors in this Annual Report on Form 10-K, particularly the first risk
factor included there, for more detailed descriptions of the impact and risks to
our business.

We cannot predict the duration or direction of current global trends from this
pandemic, the sustained impact of which is largely unknown, is rapidly evolving
and has varied across geographic regions. Ultimately, we continue to monitor
macroeconomic conditions to remain flexible and to optimize and evolve our
business as appropriate, and we will have to accurately project demand and
infrastructure requirements globally and deploy our production, workforce and
other resources accordingly.

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Automotive-Production

The following is a summary of the status of production of each of our announced vehicle models in production and under development, as of the date of this Annual Report on Form 10-K:

Production Location Vehicle Model(s) Production Status Fremont Factory Model S and Model X Active


                       Model 3 and Model Y   Active
Gigafactory Shanghai   Model 3 and Model Y   Active
Gigafactory Berlin     Model Y               Constructing manufacturing facilities
Gigafactory Texas      Model Y               Constructing manufacturing facilities
                       Cybertruck            In development
TBD                    Tesla Semi            In development
                       Tesla Roadster        In development




We recently announced updated versions of Model S and Model X featuring a
redesigned powertrain and other improvements. In 2021, we are focused on ramping
these models on new manufacturing equipment, as well as production rates of
Model 3 and Model Y, to at least the capacity that we have installed. The next
phase of production growth will depend on the construction of Gigafactory Berlin
and Gigafactory Texas, each of which is progressing as planned for deliveries
beginning in 2021. Our goal is to continuously decrease production costs and
increase the affordability of our vehicles. We are continuing to develop and
manufacture our own battery cells, with which we are targeting high-volume
output, lower capital and production costs and longer range. As cell supply is
critical to our business, coupling this strategy with cells from our suppliers
will help us stay ahead of any potential constraints.

However, these plans are subject to uncertainties inherent in establishing and
ramping manufacturing operations, which may be exacerbated by the number of
concurrent international projects and any future impact from events outside of
our control such as the COVID-19 pandemic and any industry-wide component
constraints. Moreover, we must meet ambitious technological targets with our
plans for battery cells as well as for iterative manufacturing and design
improvements for our vehicles with each new factory.

Automotive-Demand and Sales



Our cost reduction efforts and additional localized procurement and
manufacturing are key to our vehicles' affordability, and for example have
allowed us to competitively price our vehicles in China. In addition to opening
new factories in 2021, we will also continue to generate demand and brand
awareness by improving our vehicles' functionality, including Autopilot, FSD and
software features, and introducing anticipated future vehicles. Moreover, we
expect to benefit from ongoing electrification of the automotive sector and
increasing environmental awareness.

However, we operate in a cyclical industry that is sensitive to trade,
environmental and political uncertainty, all of which may also be compounded by
any future global impact from the COVID-19 pandemic. On the other hand, there
have been recent signs of recovery from competitors that experienced downturns
in 2020, meaning that we will have to continue to execute well to maintain the
momentum that we have gained relative to an ever-growing competitive landscape.

Automotive-Deliveries and Customer Infrastructure





As our deliveries increase, we must work constantly to prevent our vehicle
delivery capability from becoming a bottleneck on our total deliveries.
Situating our factories closer to local markets should mitigate the strain on
our deliveries. In any case, as we expand, we will have to continue to increase
and staff our delivery, servicing and charging infrastructure, maintain our
vehicle reliability and optimize our Supercharger locations to ensure
cost-effectiveness and customer satisfaction. In particular, we remain focused
on increasing the capability and efficiency of our servicing operations.

Energy Generation and Storage Demand, Production and Deployment





The long-term success of this business is dependent upon increasing margins
through greater volumes. We continue to increase the production of our energy
storage products to meet high levels of demand. For Powerwall, better
availability and growing grid stability concerns drive higher interest, and
cross-selling with our residential solar energy products will continue to
benefit both product lines. We remain committed to increasing our retrofit solar
energy business by offering a low-cost and simplified online ordering
experience. In addition, we are working to improve our installation capabilities
for Solar Roof by on-boarding and training a large number of installers and
reducing the installation time dramatically. As these product lines grow, we
will have to maintain adequate battery cell supply for our energy storage
products and hire additional personnel, particularly skilled electricians to
support the ramp of Solar Roof.

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Cash Flow and Capital Expenditure Trends



Our capital expenditures are typically difficult to project beyond the short
term given the number and breadth of our core projects at any given time, and
uncertainties in future global market conditions resulting from the COVID-19
pandemic currently makes projections more challenging. We are simultaneously
ramping new products in the new Model S and Model X, Model Y and Solar Roof,
constructing or ramping manufacturing facilities on three continents and
piloting the development and manufacture of new battery cell technologies, and
the pace of our capital spend may vary depending on overall priority among
projects, the pace at which we meet milestones, production adjustments to and
among our various products, increased capital efficiencies and the addition of
new projects. Owing and subject to the foregoing as well as the pipeline of
announced projects under development and all other continuing infrastructure
growth, we currently expect our capital expenditures to be $4.50 to $6.00
billion in 2021 and each of the next two fiscal years.

Our business has recently been consistently generating cash flow from operations
in excess of our level of capital spend, and with better working capital
management resulting in shorter days sales outstanding than days payable
outstanding, our sales growth is also facilitating positive cash generation. On
the other hand, we are likely to see heightened levels of capital expenditures
during certain periods depending on the specific pace of our capital-intensive
projects. Moreover, as our stock price has significantly increased recently, we
have seen higher levels of early conversions of "in-the-money" convertible
senior notes, which obligates us to deliver cash and or shares pursuant to the
terms of those notes. Overall, we expect our ability to be self-funding to
continue as long as macroeconomic factors support current trends in our sales.
We also opportunistically strengthened our liquidity further through an
at-the-market offering of common stock in December 2020, with net proceeds to us
of approximately $4.99 billion.

Operating Expense Trends



As long as we see expanding sales, and excluding the potential impact of
non-cash stock compensation expense attributable to the 2018 CEO Performance
Award and impairment charges on certain assets as explained below, we generally
expect operating expenses relative to revenues to decrease as we additionally
increase operational efficiency and process automation.

In March 2018, our stockholders approved a performance-based stock option award
to our CEO (the "2018 CEO Performance Award"), consisting of 12 vesting tranches
contingent on the achievement of specified market capitalization and operational
milestones. We incur non-cash stock-based compensation expense for each tranche
only after the related operational milestone initially becomes probable of being
met based on a subjective assessment of our future financial performance, and if
this happens following the grant date, we record at such time a cumulative
catch-up expense that may be significant based on the length of time elapsed
from the grant date. Moreover, the remaining expense for that tranche is ratably
recorded over the period remaining until the later of (i) the expected
achievement of the relevant operational milestone (if it has not yet been
achieved) and (ii) the expected achievement of the related market capitalization
milestone (if it has not yet been achieved). Upon vesting of a tranche, all
remaining associated expense is recognized immediately. Because the expected
market capitalization achievements are generally later than the related expected
operational milestone achievements, the achievement of the former earlier than
expected may increase the magnitude of any catch-up expense and/or accelerate
the rate at which the remaining expense is recognized. During 2020, several
operational milestones became probable and several tranches vested, including as
a result of our market capitalization increasing rapidly, resulting in the
recognition or acceleration of related expense earlier than anticipated and
within a relatively short period of time. See Note 14, Equity Incentive
Plans-2018 CEO Performance Award, to the consolidated financial statements
included elsewhere in this Annual Report on Form 10-K for further details
regarding the stock-based compensation relating to the 2018 CEO Performance
Award. As our market capitalization is unpredictable and our financial
performance improves, it is possible that the earlier-than-planned recognition
of such expenses will continue in the near term.

In January 2021, we updated our investment policy to provide us with more
flexibility to further diversify and maximize returns on our cash that is not
required to maintain adequate operating liquidity. As part of the policy, we may
invest a portion of such cash in certain specified alternative reserve assets.
Thereafter, we invested an aggregate $1.50 billion in bitcoin under this policy.
Moreover, we expect to begin accepting bitcoin as a form of payment for our
products in the near future, subject to applicable laws and initially on a
limited basis, which we may or may not liquidate upon receipt. Digital assets
are considered indefinite-lived intangible assets under applicable accounting
rules. Accordingly, any decrease in their fair values below our carrying values
for such assets at any time subsequent to their acquisition will require us to
recognize impairment charges, whereas we may make no upward revisions for any
market price increases until a sale. As we currently intend to hold these assets
long-term, these charges may negatively impact our profitability in the periods
in which such impairments occur even if the overall market values of these
assets increase.

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Critical Accounting Policies and Estimates



The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the U.S. ("GAAP"). The preparation of the
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues, costs and
expenses and related disclosures. We base our estimates on historical
experience, as appropriate, and on various other assumptions that we believe to
be reasonable under the circumstances. Changes in the accounting estimates are
reasonably likely to occur from period to period. Accordingly, actual results
could differ significantly from the estimates made by our management. We
evaluate our estimates and assumptions on an ongoing basis. To the extent that
there are material differences between these estimates and actual results, our
future financial statement presentation, financial condition, results of
operations and cash flows may be affected.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the
global economy and financial markets. The estimates used for, but not limited
to, determining significant economic incentive for resale value guarantee
arrangements, sales return reserves, the collectability of accounts receivable,
inventory valuation, fair value of long-lived assets, goodwill, fair value of
financial instruments, fair value and residual value of operating lease vehicles
and solar energy systems subject to leases could be impacted. We have assessed
the impact and are not aware of any specific events or circumstances that
required an update to our estimates and assumptions or materially affected the
carrying value of our assets or liabilities as of the date of issuance of this
Annual Report on Form 10-K. These estimates may change as new events occur and
additional information is obtained. Actual results could differ materially from
these estimates under different assumptions or conditions.

Revenue Recognition

Automotive Segment

Automotive Sales Revenue

Automotive Sales without Resale Value Guarantee



Automotive sales revenue includes revenues related to deliveries of new vehicles
and pay-per-use charges, and specific other features and services that meet the
definition of a performance obligation under ASC 606, including access to our
Supercharger network, internet connectivity, FSD features and over-the-air
software updates. We recognize revenue on automotive sales upon delivery to the
customer, which is when the control of a vehicle transfers. Payments are
typically received at the point control transfers or in accordance with payment
terms customary to the business. Other features and services such as access to
our Supercharger network, internet connectivity and over-the-air software
updates are provisioned upon control transfer of a vehicle and recognized over
time on a straight-line basis as we have a stand-ready obligation to deliver
such services to the customer. We recognize revenue related to these other
features and services over the performance period, which is generally the
expected ownership life of the vehicle or the eight-year life of the vehicle.
Revenue related to FSD features is recognized when functionality is delivered to
the customer. For our obligations related to automotive sales, we estimate
standalone selling price by considering costs used to develop and deliver the
service, third-party pricing of similar options and other information that may
be available.

At the time of revenue recognition, we reduce the transaction price and record a
sales return reserve against revenue for estimated variable consideration
related to future product returns based on historical experience. In addition,
any fees that are paid or payable by us to a customer's lender when we arrange
the financing are recognized as an offset against automotive sales revenue.

Costs to obtain a contract mainly relate to commissions paid to our sales
personnel for the sale of vehicles. Commissions are not paid on other
obligations such as access to our Supercharger network, internet connectivity,
FSD features and over-the-air software updates. As our contract costs related to
automotive sales are typically fulfilled within one year, the costs to obtain a
contract are expensed as incurred. Amounts billed to customers related to
shipping and handling are classified as automotive sales revenue, and we have
elected to recognize the cost for freight and shipping when control over
vehicles, parts or accessories have transferred to the customer as an expense in
cost of automotive sales revenue. Our policy is to exclude taxes collected from
a customer from the transaction price of automotive contracts.

Automotive Sales with Resale Value Guarantee or a Buyback Option



We offer resale value guarantees or similar buy-back terms to certain
international customers who purchase vehicles and who finance their vehicles
through one of our specified commercial banking partners. We also offer resale
value guarantees in connection with automotive sales to certain leasing
partners. Under these programs, we receive full payment for the vehicle sales
price at the time of delivery and our counterparty has the option of selling
their vehicle back to us during the guarantee period, which currently is
generally at the end of the term of the applicable loan or financing program,
for a pre-determined resale value.

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With the exception of the Vehicle Sales to Leasing Partners with a Resale Value
Guarantee and a Buyback Option program discussed within the Automotive
Leasing section below, we recognize revenue when control transfers upon delivery
to customers in accordance with ASC 606 as a sale with a right of return as we
do not believe the customer has a significant economic incentive to exercise the
resale value guarantee provided to them at contract inception. The process to
determine whether there is a significant economic incentive includes a
comparison of a vehicle's estimated market value at the time the option is
exercisable with the guaranteed resale value to determine the customer's
economic incentive to exercise. The performance obligations and the pattern of
recognizing automotive sales with resale value guarantees are consistent with
automotive sales without resale value guarantees with the exception of our
estimate for sales return reserve. Sales return reserves for automotive sales
with resale value guarantees are estimated based on historical experience plus
consideration for expected future market values. On a quarterly basis, we assess
the estimated market values of vehicles under our buyback options program to
determine whether there have been changes to the likelihood of future product
returns. As we accumulate more data related to the buyback values of our
vehicles or as market conditions change, there may be material changes to their
estimated values.

Automotive Regulatory Credits

We earn tradable credits in the operation of our automotive business under
various regulations related to ZEVs, greenhouse gas, fuel economy and clean
fuel. We sell these credits to other regulated entities who can use the credits
to comply with emission standards and other regulatory requirements. Payments
for automotive regulatory credits are typically received at the point control
transfers to the customer, or in accordance with payment terms customary to the
business. We recognize revenue on the sale of automotive regulatory credits at
the time control of the regulatory credits is transferred to the purchasing
party as automotive sales revenue in the consolidated statements of operations.

Automotive Leasing Revenue

Direct Vehicle Operating Leasing Program



We have outstanding leases under our direct vehicle operating leasing programs
in the U.S., Canada and in certain countries in Europe. Qualifying customers are
permitted to lease a vehicle directly from Tesla for up to 48 months. At the end
of the lease term, customers are required to return the vehicles to us or for
Model S and Model X leases in certain regions, may opt to purchase the vehicles
for a pre-determined residual value. We account for these leasing transactions
as operating leases. We record leasing revenues to automotive leasing revenue on
a straight-line basis over the contractual term, and we record the depreciation
of these vehicles to cost of automotive leasing revenue.

Our policy is to exclude taxes collected from a customer from the transaction price of automotive contracts.

Vehicle Sales to Leasing Partners with a Resale Value Guarantee and a Buyback Option



We offered buyback options in connection with automotive sales with resale value
guarantees with certain leasing partner sales in the U.S. and where we expected
the customer had a significant economic incentive to exercise the resale value
guarantee provided to them at contract inception, we continued to recognize
these transactions as operating leases. These transactions entailed a transfer
of leases, which we had originated with an end-customer, to our leasing partner.
As control of the vehicles had not been transferred in accordance with ASC 606,
these transactions were accounted for as interest-bearing collateralized
borrowings in accordance with ASC 840, Leases, prior to January 1, 2019. Under
this program, cash was received for the full price of the vehicle and the
collateralized borrowing value was generally recorded within resale value
guarantees and the customer upfront down payment was recorded within deferred
revenue. We amortize the deferred revenue amount to automotive leasing revenue
on a straight-line basis over the option period and accrue interest expense
based on our borrowing rate. We capitalized vehicles under this program to
operating lease vehicles, net, on the consolidated balance sheets, and we record
depreciation from these vehicles to cost of automotive leasing revenue during
the period the vehicle is under a lease arrangement. Cash received for these
vehicles, net of revenue recognized during the period, is classified as
collateralized lease (repayments) borrowings within cash flows from financing
activities in the consolidated statements of cash flows. With the adoption of
ASC 842 on January 1, 2019, all new agreements under this program are accounted
for as operating leases under ASC 842 and there was no material change in the
timing and amount of revenue recognized over the term. Consequently, any cash
flows for new agreements are classified as operating cash activities on the
consolidated statements of cash flows.

At the end of the lease term, we settle our liability in cash by either
purchasing the vehicle from the leasing partner for the buyback option amount or
paying a shortfall to the option amount the leasing partner may realize on the
sale of the vehicle. Any remaining balances within deferred revenue and resale
value guarantee will be settled to automotive leasing revenue. The end customer
can extend the lease for a period of up to 6 months. In cases where the leasing
partner retains ownership of the vehicle after the end of our option period, we
expense the net value of the leased vehicle to cost of automotive leasing
revenue.

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Direct Sales-Type Leasing Program



We have outstanding direct leases and vehicles financed by us under loan
arrangements accounted for as sales-type leases under ASC 842 in certain
countries in Asia and Europe, which we introduced in volume during the third
quarter of 2020. Depending on the specific program, customers may or may not
have a right to return the vehicle to us during or at the end of the lease term.
If the customer does not have a right to return, the customer will take title to
the vehicle at the end of the lease term after making all contractual payments.
Under the programs for which there is a right to return, the purchase option is
reasonably certain to be exercised by the lessee and we therefore expect the
customer to take title to the vehicle at the end of the lease term after making
all contractual payments. Qualifying customers are permitted to lease a vehicle
directly under these programs for up to 48 months. Our loan arrangements under
these programs can have terms for up to 72 months. We recognize all revenue and
costs associated with the sales-type lease as automotive leasing revenue and
automotive leasing cost of revenue, respectively, upon delivery of the vehicle
to the customer. Interest income based on the implicit rate in the lease is
recorded to automotive leasing revenue over time as customers are invoiced on a
monthly basis.

Energy Generation and Storage Segment

Energy Generation and Storage Sales



Energy generation and storage sales revenue consists of the sale of solar energy
systems and energy storage systems to residential, small commercial, and large
commercial and utility grade customers, including solar subscription-based
arrangements. Energy generation and storage sales revenue also includes revenue
from agreements for solar energy systems and PPAs that commence after January 1,
2019, which is recognized as earned, based on the amount of capacity provided
for solar energy systems or electricity delivered for PPAs at the contractual
billing rates, assuming all other revenue recognition criteria have been met.
Under the practical expedient available under ASC 606-10-55-18, we recognize
revenue based on the value of the service which is consistent with the billing
amount. Sales of solar energy systems to residential and small scale commercial
customers consist of the engineering, design and installation of the system.
Post-installation, residential and small scale commercial customers receive a
proprietary monitoring system that captures and displays historical energy
generation data. Residential and small scale commercial customers pay the full
purchase price of the solar energy system upfront. Revenue for the design and
installation obligation is recognized when control transfers, which is when we
install a solar energy system and the system passes inspection by the utility or
the authority having jurisdiction. Revenue for the monitoring service is
recognized ratably as a stand-ready obligation over the warranty period of the
solar energy system. Sales of energy storage systems to residential and small
scale commercial customers consist of the installation of the energy storage
system and revenue is recognized when control transfers, which is when the
product has been delivered or, if we are performing installation, when installed
and commissioned. Payment for such storage systems is made upon invoice or in
accordance with payment terms customary to the business.

For large commercial and utility grade solar energy system and energy storage
system sales which consist of the engineering, design and installation of the
system, customers make milestone payments that are consistent with
contract-specific phases of a project. Revenue from such contracts is recognized
over time using the percentage of completion method based on cost incurred as a
percentage of total estimated contract costs for energy storage system sales and
as a percentage of total estimated labor hours for solar energy system sales.
Certain large-scale commercial and utility grade solar energy system and energy
storage system sales also include operations and maintenance service which are
negotiated with the design and installation contracts and are thus considered to
be a combined contract with the design and installation service. For certain
large commercial and utility grade solar energy systems and energy storage
systems where the percentage of completion method does not apply, revenue is
recognized when control transfers, which is when the product has been delivered
to the customer and commissioned for energy storage systems and when the project
has received permission to operate from the utility for solar energy
systems. Operations and maintenance service revenue is recognized ratably over
the respective contract term for solar energy system sales and upon delivery of
the service for energy storage system sales. Customer payments for such services
are usually paid annually or quarterly in advance.

In instances where there are multiple performance obligations in a single
contract, we allocate the consideration to the various obligations in the
contract based on the relative standalone selling price method. Standalone
selling prices are estimated based on estimated costs plus margin or by using
market data for comparable products. Costs incurred on the sale of residential
installations before the solar energy systems are completed are included as work
in process within inventory in the consolidated balance sheets. Any fees that
are paid or payable by us to a solar loan lender would be recognized as an
offset against revenue. Costs to obtain a contract relate mainly to commissions
paid to our sales personnel related to the sale of solar energy systems and
energy storage systems. As our contract costs related to solar energy system and
energy storage system sales are typically fulfilled within one year, the costs
to obtain a contract are expensed as incurred.

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As part of our solar energy system and energy storage system contracts, we may
provide the customer with performance guarantees that warrant that the
underlying system will meet or exceed the minimum energy generation or energy
performance requirements specified in the contract. In certain instances, we may
receive a bonus payment if the system performs above a specified level.
Conversely, if a solar energy system or energy storage system does not meet the
performance guarantee requirements, we may be required to pay liquidated
damages. Other forms of variable consideration related to our large commercial
and utility grade solar energy system and energy storage system contracts
include variable customer payments that will be made based on our energy market
participation activities. Such guarantees and variable customer payments
represent a form of variable consideration and are estimated at contract
inception at their most likely amount and updated at the end of each reporting
period as additional performance data becomes available. Such estimates are
included in the transaction price only to the extent that it is probable a
significant reversal of revenue will not occur.

We record as deferred revenue any non-refundable amounts that are collected from
customers related to fees charged for prepayments and remote monitoring service
and operations and maintenance service, which is recognized as revenue ratably
over the respective customer contract term.

Energy Generation and Storage Leasing



For revenue arrangements where we are the lessor under operating lease
agreements for energy generation and storage products, we record lease revenue
from minimum lease payments, including upfront rebates and incentives earned
from such systems, on a straight-line basis over the life of the lease term,
assuming all other revenue recognition criteria have been met. The difference
between the payments received and the revenue recognized is recorded as deferred
revenue or deferred asset on the consolidated balance sheet.

For solar energy systems where customers purchase electricity from us under PPAs
prior to January 1, 2019, we have determined that these agreements should be
accounted for as operating leases pursuant to ASC 840. Revenue is recognized
based on the amount of electricity delivered at rates specified under the
contracts, assuming all other revenue recognition criteria are met.

We record as deferred revenue any amounts that are collected from customers,
including lease prepayments, in excess of revenue recognized and operations and
maintenance service fees, which is recognized as revenue ratably over the
respective customer contract term. Deferred revenue also includes the portion of
rebates and incentives received from utility companies and various local and
state government agencies, which is recognized as revenue over the lease term.

We capitalize initial direct costs from the execution of agreements for solar
energy systems and PPAs, which include the referral fees and sales commissions,
as an element of solar energy systems, net, and subsequently amortize these
costs over the term of the related agreements.

Inventory Valuation



Inventories are stated at the lower of cost or net realizable value. Cost is
computed using standard cost for vehicles and energy storage products, which
approximates actual cost on a first-in, first-out basis. In addition, cost for
solar energy systems is recorded using actual cost. We record inventory
write-downs for excess or obsolete inventories based upon assumptions about
current and future demand forecasts. If our inventory on-hand is in excess of
our future demand forecast, the excess amounts are written-off.

We also review our inventory to determine whether its carrying value exceeds the
net amount realizable upon the ultimate sale of the inventory. This requires us
to determine the estimated selling price of our vehicles less the estimated cost
to convert the inventory on-hand into a finished product. Once inventory is
written-down, a new, lower cost basis for that inventory is established and
subsequent changes in facts and circumstances do not result in the restoration
or increase in that newly established cost basis.

Should our estimates of future selling prices or production costs change,
additional and potentially material increases to this reserve may be required. A
small change in our estimates may result in a material charge to our reported
financial results.

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Warranties



We provide a manufacturer's warranty on all new and used vehicles and a warranty
on the installation and components of the energy generation and storage systems
we sell for periods typically between 10 to 25 years. We accrue a warranty
reserve for the products sold by us, which includes our best estimate of the
projected costs to repair or replace items under warranties and recalls when
identified. These estimates are based on actual claims incurred to date and an
estimate of the nature, frequency and costs of future claims. These estimates
are inherently uncertain given our relatively short history of sales, and
changes to our historical or projected warranty experience may cause material
changes to the warranty reserve in the future. The warranty reserve does not
include projected warranty costs associated with our vehicles subject to
operating lease accounting and our solar energy systems under lease contracts or
PPAs, as the costs to repair these warranty claims are expensed as incurred. The
portion of the warranty reserve expected to be incurred within the next 12
months is included within accrued liabilities and other, while the remaining
balance is included within other long-term liabilities on the consolidated
balance sheets. Warranty expense is recorded as a component of cost of revenues
in the consolidated statements of operations.

Stock-Based Compensation



We use the fair value method of accounting for our stock options and restricted
stock units ("RSUs") granted to employees and for our employee stock purchase
plan (the "ESPP") to measure the cost of employee services received in exchange
for the stock-based awards. The fair value of stock option awards with only
service and/or performance conditions is estimated on the grant or offering date
using the Black-Scholes option-pricing model. The Black-Scholes option-pricing
model requires inputs such as the risk-free interest rate, expected term and
expected volatility. These inputs are subjective and generally require
significant judgment. The fair value of RSUs is measured on the grant date based
on the closing fair market value of our common stock. The resulting cost is
recognized over the period during which an employee is required to provide
service in exchange for the awards, usually the vesting period, which is
generally four years for stock options and RSUs and six months for the ESPP.
Stock-based compensation expense is recognized on a straight-line basis, net of
actual forfeitures in the period.

For performance-based awards, stock-based compensation expense is recognized
over the expected performance achievement period of individual performance
milestones when the achievement of each individual performance milestone becomes
probable. For performance-based awards with a vesting schedule based entirely on
the attainment of both performance and market conditions, stock-based
compensation expense associated with each tranche is recognized over the longer
of (i) the expected achievement period for the operational milestone for such
tranche and (ii) the expected achievement period for the related market
capitalization milestone determined on the grant date, beginning at the point in
time when the relevant operational milestone is considered probable of being
achieved. If such operational milestone becomes probable any time after the
grant date, we will recognize a cumulative catch-up expense from the grant date
to that point in time. If the related market capitalization milestone is
achieved earlier than its expected achievement period and the achievement of the
related operational milestone, then the stock-based compensation expense will be
recognized over the expected achievement period for the operational milestone,
which may accelerate the rate at which such expense is recognized. If additional
operational milestones become probable, stock-based compensation expense will be
recorded in the period it becomes probable including cumulative catch-up expense
for the service provided since the grant date. The fair value of such awards is
estimated on the grant date using Monte Carlo simulations.

As we accumulate additional employee stock-based awards data over time and as we
incorporate market data related to our common stock, we may calculate
significantly different volatilities and expected lives, which could materially
impact the valuation of our stock-based awards and the stock-based compensation
expense that we will recognize in future periods. Stock-based compensation
expense is recorded in cost of revenues, research and development expense and
selling, general and administrative expense in the consolidated statements of
operations.

Income Taxes

We are subject to taxes in the U.S. and in many foreign jurisdictions.
Significant judgment is required in determining our provision for income taxes,
our deferred tax assets and liabilities and any valuation allowance recorded
against our net deferred tax assets. We make these estimates and judgments about
our future taxable income that are based on assumptions that are consistent with
our future plans. Tax laws, regulations and administrative practices may be
subject to change due to economic or political conditions including fundamental
changes to the tax laws applicable to corporate multinationals. The U.S., many
countries in the European Union and a number of other countries are actively
considering changes in this regard. As of December 31, 2020, we had recorded a
full valuation allowance on our net U.S. deferred tax assets because we expect
that it is more likely than not that our U.S. deferred tax assets will not be
realized. Should the actual amounts differ from our estimates, the amount of our
valuation allowance could be materially impacted.

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Furthermore, significant judgment is required in evaluating our tax positions.
In the ordinary course of business, there are many transactions and calculations
for which the ultimate tax settlement is uncertain. As a result, we recognize
the effect of this uncertainty on our tax attributes or taxes payable based on
our estimates of the eventual outcome. These effects are recognized when,
despite our belief that our tax return positions are supportable, we believe
that it is likely that some of those positions may not be fully sustained upon
review by tax authorities. We are required to file income tax returns in the
U.S. and various foreign jurisdictions, which requires us to interpret the
applicable tax laws and regulations in effect in such jurisdictions. Such
returns are subject to audit by the various federal, state and foreign taxing
authorities, who may disagree with respect to our tax positions. We believe that
our consideration is adequate for all open audit years based on our assessment
of many factors, including past experience and interpretations of tax law. We
review and update our estimates in light of changing facts and circumstances,
such as the closing of a tax audit, the lapse of a statute of limitations or a
change in estimate. To the extent that the final tax outcome of these matters
differs from our expectations, such differences may impact income tax expense in
the period in which such determination is made. The eventual impact on our
income tax expense depends in part if we still have a valuation allowance
recorded against our deferred tax assets in the period that such determination
is made.

Principles of Consolidation

The consolidated financial statements reflect our accounts and operations and
those of our subsidiaries in which we have a controlling financial interest. In
accordance with the provisions of ASC 810, Consolidation, we consolidate any
variable interest entity ("VIE") of which we are the primary beneficiary. We
form VIEs with our financing fund investors in the ordinary course of business
in order to facilitate the funding and monetization of certain attributes
associated with our solar energy systems and leases under our direct vehicle
leasing programs. The typical condition for a controlling financial interest
ownership is holding a majority of the voting interests of an entity; however, a
controlling financial interest may also exist in entities, such as VIEs, through
arrangements that do not involve controlling voting interests. ASC 810 requires
a variable interest holder to consolidate a VIE if that party has the power to
direct the activities of the VIE that most significantly impact the VIE's
economic performance and the obligation to absorb losses of the VIE that could
potentially be significant to the VIE or the right to receive benefits from the
VIE that could potentially be significant to the VIE. We do not consolidate a
VIE in which we have a majority ownership interest when we are not considered
the primary beneficiary. We have determined that we are the primary beneficiary
of all the VIEs. We evaluate our relationships with all the VIEs on an ongoing
basis to ensure that we continue to be the primary beneficiary. All intercompany
transactions and balances have been eliminated upon consolidation.

Noncontrolling Interests and Redeemable Noncontrolling Interests



Noncontrolling interests and redeemable noncontrolling interests represent
third-party interests in the net assets under certain funding arrangements, or
funds, that we enter into to finance the costs of solar energy systems and
vehicles under operating leases. We have determined that the contractual
provisions of the funds represent substantive profit sharing arrangements. We
have further determined that the methodology for calculating the noncontrolling
interest and redeemable noncontrolling interest balances that reflects the
substantive profit sharing arrangements is a balance sheet approach using the
hypothetical liquidation at book value ("HLBV") method. We, therefore, determine
the amount of the noncontrolling interests and redeemable noncontrolling
interests in the net assets of the funds at each balance sheet date using the
HLBV method, which is presented on the consolidated balance sheet as
noncontrolling interests in subsidiaries and redeemable noncontrolling interests
in subsidiaries. Under the HLBV method, the amounts reported as noncontrolling
interests and redeemable noncontrolling interests in the consolidated balance
sheet represent the amounts the third parties would hypothetically receive at
each balance sheet date under the liquidation provisions of the funds, assuming
the net assets of the funds were liquidated at their recorded amounts determined
in accordance with GAAP and with tax laws effective at the balance sheet date
and distributed to the third parties. The third parties' interests in the
results of operations of the funds are determined as the difference in the
noncontrolling interest and redeemable noncontrolling interest balances in the
consolidated balance sheets between the start and end of each reporting period,
after taking into account any capital transactions between the funds and the
third parties. However, the redeemable noncontrolling interest balance is at
least equal to the redemption amount. The redeemable noncontrolling interest
balance is presented as temporary equity in the mezzanine section of the
consolidated balance sheet since these third parties have the right to redeem
their interests in the funds for cash or other assets. For certain funds, there
may be significant fluctuations in net income (loss) attributable to
noncontrolling interests and redeemable noncontrolling interests in subsidiaries
due to changes in the liquidation provisions as time-based milestones are
reached.



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Results of Operations

Effects of COVID-19

The COVID-19 pandemic impacted our business and financial results in 2020.



The temporary suspension of production at our factories during the first half of
2020 caused production limitations that, together with reduced or closed
government and third party partner operations in the year, negatively impacted
our deliveries and deployments in 2020. While we resumed operations at all of
our factories worldwide, our temporary suspension at our factories resulted in
idle capacity charges as we still incurred fixed costs such as depreciation,
certain payroll related expenses and property taxes. As part of our response
strategy to the business disruptions and uncertainty around macroeconomic
conditions caused by the COVID-19 pandemic, we instituted cost reduction
initiatives across our business globally to be commensurate to the scope of our
operations while they were scaled back in the first half of 2020. This included
temporary labor cost reduction measures such as employee furloughs and
compensation reductions. Additionally, we suspended non-critical operating spend
and opportunistically renegotiated supplier and vendor arrangements. As part of
various governmental responses to the pandemic granted to companies globally, we
received certain payroll related benefits which helped to reduce the impact of
the COVID-19 pandemic on our financial results. Such payroll related benefits
related to our direct headcount have been primarily netted against our disclosed
idle capacity charges and they marginally reduced our operating expenses. The
impact of the idle capacity charges incurred during the first half of 2020 were
almost entirely offset by our cost savings initiatives and payroll related
benefits.



Revenues



                                           Year Ended December 31,               2020 vs. 2019 Change             2019 vs. 2018 Change
(Dollars in millions)                   2020         2019         2018             $                %               $                %
Automotive sales                      $ 26,184     $ 19,952     $ 17,632     $       6,232             31 %   $       2,320             13 %
Automotive leasing                       1,052          869          883               183             21 %             (14 )           -2 %
Total automotive revenues               27,236       20,821       18,515             6,415             31 %           2,306             12 %
Services and other                       2,306        2,226        1,391                80              4 %             835             60 %
Total automotive & services and
other
  segment revenue                       29,542       23,047       19,906             6,495             28 %           3,141             16 %
Energy generation and
storage segment revenue                  1,994        1,531        1,555               463             30 %             (24 )           -2 %
Total revenues                        $ 31,536     $ 24,578     $ 21,461     $       6,958             28 %   $       3,117             15 %



Automotive & Services and Other Segment



Automotive sales revenue includes revenues related to cash deliveries of new
Model S, Model X, Model 3 and Model Y vehicles, including access to our
Supercharger network, internet connectivity, FSD features and over-the-air
software updates, as well as sales of regulatory credits to other automotive
manufacturers. Cash deliveries are vehicles that are not subject to lease
accounting. Our revenue from regulatory credits fluctuates depending on when a
contract is executed with a buyer and when the credits are delivered.

Automotive leasing revenue includes the amortization of revenue for vehicles
under direct operating lease agreements as well as those sold with resale value
guarantees accounted for as operating leases under lease accounting. We began
offering direct leasing for Model 3 vehicles in the second quarter of 2019 and
we began offering direct leasing for Model Y vehicles in the third quarter of
2020. Additionally, automotive leasing revenue includes direct sales-type
leasing programs where we recognize all revenue associated with the sales-type
lease upon delivery to the customer, which we introduced in volume during the
third quarter of 2020.

Services and other revenue consists of non-warranty after-sales vehicle services, sales of used vehicles, retail merchandise, sales by our acquired subsidiaries to third party customers and vehicle insurance revenue.


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2020 compared to 2019



Automotive sales revenue increased $6.23 billion, or 31%, in the year ended
December 31, 2020 as compared to the year ended December 31, 2019, primarily due
to an increase of 129,268 Model 3 and Model Y cash deliveries despite production
limitations as a result of temporary suspension of production at the Fremont
Factory and Gigafactory Nevada during the first half of 2020. We were able to
increase deliveries year over year from production ramping at both Gigafactory
Shanghai and the Fremont Factory. There was also an increase of $986 million
from additional sales of regulatory credits to $1.58 billion in the year ended
December 31, 2020. Additionally, due to pricing adjustments we made to our
vehicle offerings during the year ended December 31, 2019, we estimated that
there was a greater likelihood that customers would exercise their buyback
options and adjusted our sales return reserve on vehicles previously sold under
our buyback options program which resulted in a reduction of automotive sales
revenue of $555 million. We made further pricing adjustments that resulted in a
similar but smaller reduction of automotive sales revenue of $72 million during
the year ended December 31, 2020. The smaller reduction in revenue from pricing
adjustments resulted in a positive impact to automotive sales revenue of $483
million year over year. These factors increasing automotive sales revenue were
partially offset by a decrease in the combined average selling price of Model 3
and Model Y. Despite the inclusion of higher priced Model Y deliveries in 2020,
the combined average selling price of Model 3 and Model Y decreased due to a
higher proportion of Model 3 Standard Range variants in our sales mix compared
to the prior year. Additionally, there was a decrease in automotive sales
revenue from 8,669 fewer Model S and Model X cash deliveries at a relatively
consistent combined average selling price in the year ended December 31, 2020
compared to the prior year.

Automotive leasing revenue increased $183 million, or 21%, in the year ended
December 31, 2020 as compared to the year ended December 31, 2019, primarily due
to an increase in cumulative vehicles under our direct operating lease program
and the introduction of direct sales-type leasing programs which we began
offering in volume during the third quarter of 2020 where we recognize all
revenue associated with the sales-type lease upon delivery to the customer.
These increases were partially offset by the decreases in automotive leasing
revenue associated with our resale value guarantee leasing programs accounted
for as operating leases as those portfolios have declined.

Services and other revenue increased $80 million, or 4%, in the year ended
December 31, 2020 as compared to the year ended December 31, 2019, primarily due
to an increase in non-warranty maintenance services revenue as our fleet
continues to grow, an increase in retail merchandise revenue and an increase in
sales by our acquired subsidiaries to third party customers as we had a partial
year of sales in the prior year from our mid-year 2019 acquisitions. These
increases were partially offset by a decrease in used vehicle revenue driven by
a reduction in non-Tesla trade-ins.

Energy Generation and Storage Segment



Energy generation and storage revenue includes sales and leasing of solar energy
generation and energy storage products, services related to such products and
sales of solar energy systems incentives.

2020 compared to 2019



Energy generation and storage revenue increased by $463 million, or 30%, in the
year ended December 31, 2020 as compared to the year ended December 31, 2019,
primarily due to increases in deployments of Megapack, solar cash and loan jobs
and Powerwall, partially offset by a decrease in deployments of Powerpack and
reduced average selling prices on our solar cash and loan jobs as a result of
our low cost solar strategy. Powerpack deployments have decreased following the
introduction of our Megapack product, which we began deploying in late 2019.

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Cost of Revenues and Gross Margin





                                     Year Ended December 31,               2020 vs. 2019 Change             2019 vs. 2018 Change
(Dollars in millions)             2020         2019         2018             $                %               $                %
Cost of revenues
Automotive sales                $ 19,696     $ 15,939     $ 13,686     $       3,757             24 %   $       2,253             16 %
Automotive leasing                   563          459          488               104             23 %             (29 )           -6 %
Total automotive cost of
revenues                          20,259       16,398       14,174             3,861             24 %           2,224             16 %
Services and other                 2,671        2,770        1,880               (99 )           -4 %             890             47 %
Total automotive & services
and other
  segment cost of revenues        22,930       19,168       16,054             3,762             20 %           3,114             19 %
Energy generation and storage
segment                            1,976        1,341        1,365               635             47 %             (24 )           -2 %
Total cost of revenues          $ 24,906     $ 20,509     $ 17,419     $       4,397             21 %   $       3,090             18 %
Gross profit total automotive   $  6,977     $  4,423     $  4,341
Gross margin total automotive         26 %         21 %         23 %
Gross profit total automotive
& services and other
  segment                       $  6,612     $  3,879     $  3,852
Gross margin total automotive
& services and other
  segment                             22 %         17 %         19 %
Gross profit energy
generation and storage
segment                         $     18     $    190     $    190
Gross margin energy
generation and storage
segment                                1 %         12 %         12 %
Total gross profit              $  6,630     $  4,069     $  4,042
Total gross margin                    21 %         17 %         19 %



Automotive & Services and Other Segment



Cost of automotive sales revenue includes direct parts, material and labor
costs, manufacturing overhead, including depreciation costs of tooling and
machinery, shipping and logistic costs, vehicle connectivity costs, allocations
of electricity and infrastructure costs related to our Supercharger network and
reserves for estimated warranty expenses. Cost of automotive sales revenues also
includes adjustments to warranty expense and charges to write down the carrying
value of our inventory when it exceeds its estimated net realizable value and to
provide for obsolete and on-hand inventory in excess of forecasted demand.

Cost of automotive leasing revenue includes the amortization of operating lease
vehicles over the lease term, cost of goods sold associated with direct
sales-type leases which were introduced in volume in the third quarter of 2020,
as well as warranty expenses related to leased vehicles. Cost of automotive
leasing revenue also includes vehicle connectivity costs and allocations of
electricity and infrastructure costs related to our Supercharger network for
vehicles under our leasing programs.

Cost of services and other revenue includes costs associated with providing
non-warranty after-sales services, costs to acquire and certify used vehicles,
costs for retail merchandise, and costs to provide vehicle insurance. Cost of
services and other revenue also includes direct parts, material and labor costs
and manufacturing overhead associated with the sales by our acquired
subsidiaries to third party customers.

2020 compared to 2019



Cost of automotive sales revenue increased $3.76 billion, or 24%, in the year
ended December 31, 2020 as compared to the year ended December 31, 2019,
primarily due to an increase of 129,268 Model 3 and Model Y cash deliveries. Due
to pricing adjustments we made to our vehicle offerings during the year ended
December 31, 2019, we estimated that there was a greater likelihood that
customers would exercise their buyback options and if customers elect to
exercise the buyback option, we expect to be able to subsequently resell the
returned vehicles, which resulted in a reduction of cost of automotive sales
revenue of $451 million. We made further pricing adjustments that resulted in a
similar but smaller reduction of cost of automotive sales revenue of $42 million
during the year ended December 31, 2020. Additionally, there was an increase to
cost of automotive sales revenue from idle capacity charges of $213 million as a
result of temporary suspension of production at the Fremont Factory and
Gigafactory Nevada during the first half of 2020. These factors increasing cost
of automotive sales revenue were partially offset by a decrease in average Model
3 costs per unit due to lower material, manufacturing, freight and duty costs
from localized procurement and manufacturing in China and a higher sales mix of
lower end trims, as well as a decrease of 8,669 Model S and Model X cash
deliveries in the year ended December 31, 2020 compared to the prior year.

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Cost of automotive leasing revenue increased $104 million, or 23%, in the year
ended December 31, 2020 as compared to the year ended December 31, 2019,
primarily due to an increase in cumulative vehicles under our direct operating
lease program and the introduction of direct sales-type leasing programs which
we began offering in volume during the third quarter of 2020 where we recognize
all cost of revenue associated with the sales-type lease upon delivery to the
customer. These increases were partially offset by the decreases in cost of
automotive lease revenue associated with our resale value guarantee leasing
programs which are accounted for as operating leases as those portfolios have
declined.

Cost of services and other revenue decreased $99 million, or 4%, in the year
ended December 31, 2020 as compared to the year ended December 31, 2019,
primarily due to a decrease in used vehicle cost of revenue driven by a
reduction in non-Tesla trade-ins, partially offset by increases in non-warranty
maintenance services as our fleet continues to grow and an increase in costs of
retail merchandise as our sales have increased.

Gross margin for total automotive increased from 21% to 26% in the year ended
December 31, 2020 as compared to the year ended December 31, 2019, primarily due
to an improvement of Model 3 gross margin primarily from lower material,
manufacturing, freight and duty costs from localized procurement and
manufacturing in China, partially offset by a decrease in the average selling
price of Model 3 due to a higher proportion of Model 3 Standard Range variants
in our sales mix compared to the prior year. Additionally, there was an increase
of $986 million in sales of regulatory credits and a positive impact from Model
Y deliveries in 2020 as Model Y gross margin was higher than our prior year
total automotive gross margin. These increases were partially offset by idle
capacity charges of $213 million as a result of a temporary suspension of
production at the Fremont Factory and Gigafactory Nevada during the first half
of 2020.

Gross margin for total automotive & services and other segment increased from
17% to 22% in the year ended December 31, 2020 as compared to the year ended
December 31, 2019, primarily due to the automotive gross margin impacts
discussed above and a lower proportion of services and other, which operated at
a lower gross margin than our automotive business, within the segment in the
year ended December 31, 2020. Additionally, there was an improvement in our
non-warranty maintenance services gross margin due to increased operational
efficiencies despite additional costs from ramping service centers to
accommodate a larger deployed fleet and an improvement in our used vehicle sales
gross margin.

Energy Generation and Storage Segment



Cost of energy generation and storage revenue includes direct and indirect
material and labor costs, warehouse rent, freight, warranty expense, other
overhead costs and amortization of certain acquired intangible assets. Cost of
energy generation and storage revenue also includes charges to write down the
carrying value of our inventory when it exceeds its estimated net realizable
value and to provide for obsolete and on-hand inventory in excess of forecasted
demand. In agreements for solar energy system and PPAs where we are the lessor,
the cost of revenue is primarily comprised of depreciation of the cost of leased
solar energy systems, maintenance costs associated with those systems and
amortization of any initial direct costs.

2020 compared to 2019



Cost of energy generation and storage revenue increased by $635 million, or 47%,
in the year ended December 31, 2020 as compared to the year ended
December 31, 2019, primarily due to increases in deployments of Megapack, higher
costs from temporary manufacturing underutilization of our Solar Roof ramp,
increases in deployments of Powerwall and idle capacity charges of $20 million
as a result of temporary suspension of production at Gigafactory New York during
the first half of 2020. These increases were partially offset by a decrease in
deployments of Powerpack.

Gross margin for energy generation and storage decreased from 12% to 1% in the
year ended December 31, 2020 as compared to the year ended December 31, 2019
primarily due to a higher proportion of Solar Roof in our overall energy
business which operated at lower gross margins as a result of temporary
manufacturing underutilization during product ramp. Additionally, there were
lower gross margins in our solar cash and loan business from reduced average
selling prices as a result of our low cost solar strategy, partially offset by
lower materials and manufacturing costs.

Research and Development Expense





                                       Year Ended December 31,              2020 vs. 2019 Change           2019 vs. 2018 Change
(Dollars in millions)                2020        2019        2018            $                 %              $               %
Research and development           $  1,491     $ 1,343     $ 1,460     $       148               11 %   $      (117 )          -8 %
As a percentage of revenues               5 %         5 %         7 %




Research and development ("R&D") expenses consist primarily of personnel costs
for our teams in engineering and research, manufacturing engineering and
manufacturing test organizations, prototyping expense, contract and professional
services and amortized equipment expense.

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R&D expenses increased $148 million, or 11%, in the year ended December 31, 2020
as compared to the year ended December 31, 2019. The increase was primarily due
to a $62 million increase in expensed materials as we continue to expand our
product roadmap, $61 million increase in stock-based compensation expense
primarily related to the issuance of equity awards in fiscal year 2020 at higher
grant date fair values due to our increased share price, $20 million increase in
facilities, freight and depreciation expenses and a $20 million increase in
employee and labor related expenses.

R&D expenses as a percentage of revenue decreased from 5.5% to 4.7% in the year
ended December 31, 2020 as compared to the year ended December 31, 2019. The
decrease is primarily an increase in total revenues from expanding sales,
partially offset by an increase in our R&D expenses as detailed above.

Selling, General and Administrative Expense





                                          Year Ended December 31,              2020 vs. 2019 Change           2019 vs. 2018 Change
(Dollars in millions)                   2020        2019        2018            $                 %              $               %

Selling, general and administrative $ 3,145 $ 2,646 $ 2,835 $ 499

               19 %   $      (189 )          -7 %
As a percentage of revenues                 10 %        11 %        13 %




Selling, general and administrative ("SG&A") expenses generally consist of personnel and facilities costs related to our stores, marketing, sales, executive, finance, human resources, information technology and legal organizations, as well as fees for professional and contract services and litigation settlements.



SG&A expenses increased $499 million, or 19%, in the year ended December 31,
2020 as compared to the year ended December 31, 2019. The increase is primarily
due to an increase of $625 million in stock-based compensation expense, of which
$542 million was attributable to the 2018 CEO Performance Award. We recorded
stock-based compensation expense of $838 million in the year ended December 31,
2020 for the 2018 CEO Performance Award compared to $296 million in the prior
year. Of the expense recorded in fiscal year 2020, $232 million was due to
cumulative catch-up expense for the service provided from the grant date when
three operational milestones under such award were considered probable of being
met and the remaining unamortized expense of $357 million for the first four
tranches were recognized upon vesting as the first four market capitalization
milestones were achieved (see Note 14, Equity Incentive Plans, to the
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K). The remaining stock-based compensation expense increase of
$83 million attributable to other directors and employees is primarily related
to the issuance of equity awards in fiscal year 2020 at higher grant date fair
values due to our increased share price. The increase in stock-based
compensation was partially offset by a decrease of $90 million in customer
promotional costs, facilities-related expenses and sales and marketing
activities. Additionally, there was a reduction to operating expenses for costs
previously incurred in the amount of $43 million for the settlement in part
of the securities litigation relating to the SolarCity acquisition (see Note
16, Commitments and Contingencies-Legal Proceedings-Securities Litigation
Relating to the SolarCity Acquisition, to the consolidated financial statements
included elsewhere in this Annual Report on Form 10-K).

SG&A expenses as a percentage of revenue decreased from 11% to 10% in year ended
December 31, 2020 as compared to the year ended December 31, 2019. The decrease
is primarily from an increase in total revenues from expanding sales, partially
offset by an increase in our SG&A expenses as detailed above.

Restructuring and other



                                         Year Ended December 31,                2020 vs. 2019 Change             2019 vs. 2018 Change
(Dollars in millions)               2020           2019          2018            $                  %             $                 %
Restructuring and other            $     -       $    149       $  135     $        (149 )        -100%       $       14           10%
As a percentage of revenues              0 %            1 %          1 %




During the year ended December 31, 2019, we carried out certain restructuring actions in order to reduce costs and improve efficiency. There were no restructuring actions in the year ended December 31, 2020.



Interest Expense



                                        Year Ended December 31,              2020 vs. 2019 Change              2019 vs. 2018 Change
(Dollars in millions)                 2020          2019       2018           $                  %              $                  %
Interest expense                    $   (748 )     $ (685 )   $ (663 )   $        (63 )              9 %   $        (22 )              3 %
As a percentage of revenues                2 %          3 %        3 %




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Interest expense increased by $63 million, or 9%, in the year ended December 31,
2020 as compared to the year ended December 31, 2019, primarily due to $105
million of losses on extinguishment of debt in fiscal year 2020 from early
conversions on our convertible senior notes, partially offset by a decrease in
interest expense due to a decrease in our weighted average interest rate as
compared to the prior year and an increase of $17 million in the amount of
interest we capitalized from the consolidated statements of operations to
property, plant and equipment on the consolidated balance sheets. Increased
capitalization results in lower interest expense. The amount of interest we
capitalize is driven by our construction in progress balance, which increased
year-over-year due to our construction and expansion of multiple factories.

Other Income (Expense), Net



                                                   Year Ended December 31, 

               2020 vs. 2019 Change           2019 vs. 2018 Change
(Dollars in millions)                          2020            2019         2018          $                %              $                  %
Other (expense) income, net                 $     (122 )     $     45     $     22     $   (167 )    Not meaningful   $       23           105%
As a percentage of revenues                          0 %            0 %          0 %




Other (expense) income, net, consists primarily of foreign exchange gains and
losses related to our foreign currency-denominated monetary assets and
liabilities and changes in the fair values of our fixed-for-floating interest
rate swaps. We expect our foreign exchange gains and losses will vary depending
upon movements in the underlying exchange rates.

Other (expense) income, net, changed unfavorably by $167 million  in the year
ended December 31, 2020 as compared to the year ended December 31, 2019. The
unfavorable change was primarily due to fluctuations in foreign currency
exchange rates such as the U.S. dollar depreciating greater than 5% against the
euro and the Chinese yuan in 2020 compared to an appreciation of 2% and 1%
against the same currencies in the prior year, respectively.

Provision for Income Taxes



                                          Year Ended December 31,             2020 vs. 2019 Change           2019 vs. 2018 Change
(Dollars in millions)                 2020           2019        2018           $               %             $                 %
Provision for income taxes          $    292       $    110     $    58     $     182             165 %   $      52                90 %
Effective tax rate                        25 %          -17 %        -6 %




Our provision for income taxes increased by $182 million, or 165%, in the year
ended December 31, 2020 as compared to the year ended December 31, 2019. The
increase was primarily due to the substantial increases in taxable profits in
our foreign jurisdictions year-over-year.

Our effective tax rate increased from -17% to 25% in the year ended December 31,
2020 as compared to the prior year, primarily due to substantial pre-tax income
in the year ended December 31, 2020 as compared to a pre-tax loss for the year
ended December 31, 2019.

Net Income (Loss) Attributable to Noncontrolling Interests and Redeemable
Noncontrolling Interests



                                        Year Ended December 31,             2020 vs. 2019 Change          2019 vs. 2018 Change
(Dollars in millions)                2020          2019        2018          $                %           $              %
Net income (loss) attributable
to noncontrolling interests and
  redeemable noncontrolling
interests in subsidiaries          $    141       $    87     $  (87 )   $      54           62%        $  174     Not meaningful



Our net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests was related to financing fund arrangements.



Net income (loss) attributable to noncontrolling interests and redeemable
noncontrolling interests increased by $54 million, or 62%, in the year ended
December 31, 2020 as compared to the year ended December 31, 2019. The increase
was primarily due to lower activities from new financing fund arrangements.

Liquidity and Capital Resources

As of December 31, 2020, we had $19.38 billion of cash and cash equivalents. Balances held in foreign currencies had a U.S. dollar equivalent of $6.76 billion and consisted primarily of euros, Chinese yuan and Canadian dollars. Our sources of cash are


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predominantly from our deliveries of vehicles, sales and installations of our
energy storage products and solar energy systems, proceeds from debt facilities,
proceeds from financing funds and proceeds from equity offerings.

Our sources of liquidity and cash flows enable us to fund ongoing operations,
research and development projects for new products and technologies including
our announced proprietary battery cells, ongoing production and additional
manufacturing ramps at existing manufacturing facilities such as the Fremont
Factory, Gigafactory Nevada, Gigafactory Shanghai and Gigafactory New York, the
construction of Gigafactory Berlin and Gigafactory Texas, and the continued
expansion of our retail and service locations, body shops, Mobile Service fleet,
Supercharger network and energy product installation capabilities.

As discussed in and subject to the considerations referenced in Part II, Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Management Opportunities, Challenges and Risks and 2021 Outlook-Cash
Flow and Capital Expenditure Trends in this Annual Report on Form 10-K, we
currently expect our capital expenditures to be $4.50 to $6.00 billion in 2021
and in each of the next two fiscal years.

We expect that the cash we generate from our core operations will generally be
sufficient to cover our future capital expenditures and to pay down our
near-term debt obligations, although we may choose to seek alternative financing
sources. For example, our local subsidiary has entered into credit facilities to
support construction and production at Gigafactory Shanghai. See Note 12, Debt,
to the consolidated financial statements included elsewhere in this Annual
Report on Form 10-K. As always, we continually evaluate our capital expenditure
needs and may decide it is best to raise additional capital to fund the rapid
growth of our business.

In January 2021, we updated our investment policy to provide us with more
flexibility to further diversify and maximize returns on our cash that is not
required to maintain adequate operating liquidity. As part of the policy, we may
invest a portion of such cash in certain specified alternative reserve assets.
Thereafter, we invested an aggregate $1.50 billion in bitcoin under this policy.
Moreover, we expect to begin accepting bitcoin as a form of payment for our
products in the near future, subject to applicable laws and initially on a
limited basis, which we may or may not liquidate upon receipt. We believe our
bitcoin holdings are highly liquid. However, digital assets may be subject to
volatile market prices, which may be unfavorable at the time when we want or
need to liquidate them.

We have an agreement to spend or incur $5.0 billion in combined capital,
operational expenses, costs of goods sold and other costs in the State of New
York during the 10-year period beginning April 30, 2018, which we expect to meet
through our operations. As we temporarily suspended most of our manufacturing
operations at Gigafactory New York pursuant to a New York State executive order
issued in March 2020 as a result of the COVID-19 pandemic, we were granted a
one-year deferral of our obligation to be compliant as of April 30, 2020 with
our applicable targets under such agreement.

We expect that our current sources of liquidity together with our projection of
cash flows from operating activities will provide us with adequate liquidity
over at least the next 12 months, even considering the expected levels of
capital expenditures in the current and next two fiscal years. A large portion
of our future expenditures is to fund our growth, and we can adjust our capital
and operating expenditures by operating segment, including future expansion of
our product offerings, retail and service locations, body shops, Mobile Service
fleet, and Supercharger network. For example, if our near-term manufacturing
operations decrease in scale or ramp more slowly than expected, including due to
global economic conditions and levels of consumer outlook and spend impacting
demand in the worldwide transportation, automotive and energy product
industries, we may choose to correspondingly slow the pace of our capital
expenditures. We may need or want to raise additional funds in the future, and
these funds may not be available to us when we need or want them, or at all. If
we cannot raise additional funds when we need or want them, our operations and
prospects could be negatively affected.

In addition, we had $2.63 billion of unused committed amounts under our credit
facilities and financing funds as of December 31, 2020, some of which are
subject to satisfying specified conditions prior to draw-down (such as pledging
to our lenders sufficient amounts of qualified receivables, inventories, leased
vehicles and our interests in those leases, solar energy systems and the
associated customer contracts, our interests in financing funds or various other
assets; and contributing or selling qualified solar energy systems and the
associated customer contracts or qualified leased vehicles and our interests in
those leases into the financing funds). For details regarding our indebtedness
and financing funds, refer to Note 12, Debt, and Note 17, Variable Interest
Entity Arrangements to the consolidated financial statements included elsewhere
in this Annual Report on Form 10-K.

Summary of Cash Flows



                                                 Year Ended December 31,
(Dollars in millions)                         2020         2019         2018
Net cash provided by operating activities   $  5,943     $  2,405     $  2,098
Net cash used in investing activities       $ (3,132 )   $ (1,436 )   $ (2,337 )
Net cash provided by financing activities   $  9,973     $  1,529     $    574


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Cash Flows from Operating Activities



Our cash flows from operating activities are significantly affected by our cash
investments to support the growth of our business in areas such as research and
development and selling, general and administrative and working capital,
especially inventory, which includes vehicles in transit. Our operating cash
inflows include cash from vehicle sales, customer lease payments, customer
deposits, cash from sales of regulatory credits and energy generation and
storage products. These cash inflows are offset by our payments to suppliers for
production materials and parts used in our manufacturing process, operating
expenses, operating lease payments and interest payments on our financings.

Net cash provided by operating activities increased by $3.54 billion to
$5.94 billion during the year ended December 31, 2020 from $2.40 billion during
the year ended December 31, 2019. This increase was primarily due to the
increase in net income excluding non-cash expenses and gains of $2.82 billion,
the decrease in net operating assets and liabilities of $533 million and $188
million of the repayment of our 0.25% Convertible Senior Notes due in 2019
during the three months ended March 31, 2019 (which represents the portion of
the repayment that was classified as an operating activity, as this represented
an interest payment on the deeply-discounted convertible senior notes). The
decrease in our net operating assets and liabilities was mainly driven by a
larger increase in accounts payable and accrued liabilities in the year ended
December 31, 2020 as compared to the prior year from ramp up in production at
the Fremont Factory and Gigafactory Shanghai. The decrease in our net operating
assets and liabilities was partially offset by a smaller increase in deferred
revenue primarily due to delivery of regulatory credits in 2020 under a previous
arrangement where we had received payment in advance as of December 31, 2019, a
larger increase in operating lease vehicles as Model 3 direct leasing was
introduced in the second quarter of 2019 and Model Y direct leasing was
introduced in the third quarter of 2020, and a larger increase in accounts
receivables of government rebates already passed through to customers.

Cash Flows from Investing Activities



Cash flows from investing activities and their variability across each period
related primarily to capital expenditures, which were $3.16 billion for the year
ended December 31, 2020, mainly for Model Y production expansion at the Fremont
Factory, expansion of Gigafactory Shanghai and construction of Gigafactory
Berlin and Gigafactory Texas, and $1.33 billion for the year ended December 31,
2019, mainly for Gigafactory Shanghai construction, Model 3 production ramp and
Model Y preparations. The increase in capital expenditures was partially offset
by decreases of $32 million in business combinations, net of cash acquired, and
$30 million of design, acquisition and installation of solar energy systems when
compared to the prior year. Additionally, we received $123 million and $46
million, respectively, of government grants in connection with us making certain
manufacturing equipment investments at Gigafactory Shanghai for the years ended
December 31, 2020 and 2019, respectively.

Cash Flows from Financing Activities



Cash flows from financing activities during the year ended December 31, 2020
consisted primarily of $12.27 billion from issuance of common stock in public
offerings in 2020, net of issuance costs, and $417 million of proceeds from
exercise of stock options and other stock issuances. These cash inflows were
partially offset by $1.99 billion of cash repayments upon early conversions of
our convertible senior notes, $338 million principal repayments of our finance
leases, collateralized lease repayments of $240 million and $219 million net
payments to financing fund investors. See Note 12, Debt, and Note 2, Summary of
Significant Accounting Policies, to the consolidated financial statements
included elsewhere in this Annual Report on Form 10-K for further details
regarding our debt obligations and collateralized borrowings, respectively.

Cash flows from financing activities during the year ended December 31, 2019
consisted primarily of $1.82 billion from the issuance of the 2.00% Convertible
Senior Notes due in 2024 ("2024 Notes"), net of transaction costs, and $848
million from the issuance of common stock, net of underwriting discounts, in
registered public offerings, $736 million of net borrowings under loan
agreements entered into by certain Chinese subsidiaries, $394 million of net
borrowings for automotive asset-backed notes and $174 million from the issuance
of warrants in connection with the offering of the 2024 Notes. These cash
inflows were partially offset by a $732 million portion of the repayment of our
0.25% Convertible Senior Notes due in 2019 that was classified as financing
activity, a $566 million repayment of our 1.625% Convertible Senior Notes due in
2019, a purchase of convertible note hedges of $476 million in connection with
the offering of the 2024 Notes and collateralized lease repayments of
$389 million.

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Contractual Obligations



We are party to contractual obligations involving commitments to make payments
to third parties, including certain debt financing arrangements and leases,
primarily for stores, service centers, certain manufacturing facilities and
certain corporate offices. These also include, as part of our normal business
practices, contracts with suppliers for purchases of certain raw materials,
components and services to facilitate adequate supply of these materials and
services and capacity reservation contracts. The following table sets forth, as
of December 31, 2020, certain significant obligations that will affect our
future liquidity (in millions):



                                                      Year Ended December 31,
                        Total         2021         2022         2023         2024         2025        Thereafter
Operating lease
obligations,
  including imputed
interest               $  1,846     $    366     $    327     $    279     $    245     $    204     $        425
Finance lease
obligations,
  including imputed
interest                  1,635          462          446          412          299            9                7
Purchase obligations
(1)                      18,318       10,483        2,743        2,280        1,877          865               70
Debt, including
scheduled
  interest (2)           11,695        2,100        2,172        2,602        2,021        2,109              691
Total                  $ 33,494     $ 13,411     $  5,688     $  5,573     $  4,442     $  3,187     $      1,193

(1) These amounts represent (i) purchase orders of $5.95 billion issued under

binding and enforceable agreements with all vendors as of December 31, 2020

and (ii) $12.37 billion in other estimable purchase obligations pursuant to

such agreements, primarily relating to the purchase of lithium-ion cells

produced by Panasonic at Gigafactory Nevada, including any additional amounts

we may have to pay vendors if we do not meet certain minimum purchase

obligations. In cases where no purchase orders were outstanding under binding

and enforceable agreements as of December 31, 2020, we have included

estimated amounts based on our best estimates and assumptions or discussions

with the relevant vendors as of such date or, where applicable, on amounts or

assumptions included in such agreements for purposes of discussion or

reference. In certain cases, such estimated amounts were subject to

contingent events. Furthermore, these amounts do not include future payments

for purchase obligations that were recorded in accounts payable or accrued

liabilities as of December 31, 2020.

(2) This includes non-recourse debt repayments, including scheduled interest, of

$5.16 billion. Non-recourse debt refers to debt that is recourse to only

assets of our subsidiaries. Short-term scheduled interest payments and

amortization of convertible senior note conversion features, debt discounts

and deferred financing costs for the year ended December 31, 2020 is $342

million. Long-term scheduled interest payments and amortization of

convertible senior note conversion features, debt discounts and deferred

financing costs for the years thereafter is $1.13 billion.

The table above excludes unrecognized tax benefits of $353 million because if recognized, they would be an adjustment to our deferred tax assets.



We offer resale value guarantees or similar buyback terms to certain customers
who purchase and finance their vehicles through one of our specified commercial
banking partners and certain leasing partners (refer to Automotive Sales with
Resale Value Guarantee or a Buyback Option in Note 2, Significant Accounting
Policies, to the consolidated financial statements included elsewhere in this
Annual Report on Form 10-K). The maximum amount we could be required to pay
under these programs, should customers exercise their resale value guarantees or
buyback options, would be $1.84 billion over the next five years, of which $394
million is within a 12-month period from December 31, 2020. We have not included
this in the table above as it is unknown how many customers will exercise their
options. Additionally, we plan to resell any vehicles which are returned to us
and therefore, the actual exposure to us is deemed to be limited.

Off-Balance Sheet Arrangements



During the periods presented, we did not have relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which were established for the
purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.









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