TSLA 10-K Annual Report Dec. 31, 2020 | Alphaminr
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TSLA 10-K Fiscal year ended Dec. 31, 2020

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TESLA, INC.
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Consolidated Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 OverviewNote 2 Summary Of Significant Accounting PoliciesNote 3 Business CombinationsNote 4 Goodwill and Intangible AssetsNote 5 Fair Value Of Financial InstrumentsNote 6 InventoryNote 7 Solar Energy Systems, NetNote 8 Property, Plant and Equipment, NetNote 9 Accrued Liabilities and OtherNote 10 Other Long-term LiabilitiesNote 11 Customer DepositsNote 12 DebtNote 13 LeasesNote 14 Equity Incentive PlansNote 15 Income TaxesNote 16 Commitments and ContingenciesNote 17 Variable Interest Entity ArrangementsNote 18 Lease Pass-through Financing ObligationNote 19 Defined Contribution PlanNote 20 Related Party TransactionsNote 21 Segment Reporting and Information About Geographic AreasNote 22 Restructuring and OtherNote 23 Subsequent EventsNote 24 Quarterly Results Of Operations (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Registrant. 10-K 001-34756 3.1 March 1, 2017 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant. 10-K 001-34756 3.2 March 1, 2017 3.3 Amended and Restated Bylaws of the Registrant. 8-K 001-34756 3.2 February 1, 2017 4.1 Specimen common stock certificate of the Registrant. 10-K 001-34756 4.1 March 1, 2017 4.2 Fifth Amended and Restated Investors Rights Agreement, dated as of August 31, 2009, between Registrant and certain holders of the Registrants capital stock named therein. S-1 333-164593 4.2 January 29, 2010 4.3 Amendment to Fifth Amended and Restated Investors Rights Agreement, dated as of May 20, 2010, between Registrant and certain holders of the Registrants capital stock named therein. S-1/A 333-164593 4.2A May 27, 2010 4.4 Amendment to Fifth Amended and Restated Investors Rights Agreement between Registrant, Toyota Motor Corporation and certain holders of the Registrants capital stock named therein. S-1/A 333-164593 4.2B May 27, 2010 4.5 Amendment to Fifth Amended and Restated Investors Rights Agreement, dated as of June 14, 2010, between Registrant and certain holders of the Registrants capital stock named therein. S-1/A 333-164593 4.2C June 15, 2010 4.6 Amendment to Fifth Amended and Restated Investors Rights Agreement, dated as of November 2, 2010, between Registrant and certain holders of the Registrants capital stock named therein. 8-K 001-34756 4.1 November4, 2010 4.7 Waiver to Fifth Amended and Restated Investors Rights Agreement, dated as of May 22, 2011, between Registrant and certain holders of the Registrants capital stock named therein. S-1/A 333-174466 4.2E June2, 2011 4.8 Amendment to Fifth Amended and Restated Investors Rights Agreement, dated as of May 30, 2011, between Registrant and certain holders of the Registrants capital stock named therein. 8-K 001-34756 4.1 June 1, 2011 4.9 Sixth Amendment to Fifth Amended and Restated Investors Rights Agreement, dated as of May 15, 2013 among the Registrant, the Elon Musk Revocable Trust dated July22, 2003 and certain other holders of the capital stock of the Registrant named therein. 8-K 001-34756 4.1 May20,2013 4.10 Waiver to Fifth Amended and Restated Investors Rights Agreement, dated as of May 14, 2013, between the Registrant and certain holders of the capital stock of the Registrant named therein. 8-K 001-34756 4.2 May20, 2013 4.11 Waiver to Fifth Amended and Restated Investors Rights Agreement, dated as of August 13, 2015, between the Registrant and certain holders of the capital stock of the Registrant named therein. 8-K 001-34756 4.1 August 19, 2015 4.12 Waiver to Fifth Amended and Restated Investors Rights Agreement, dated as of May 18, 2016, between the Registrant and certain holders of the capital stock of the Registrant named therein. 8-K 001-34756 4.1 May 24, 2016 4.13 Waiver to Fifth Amended and Restated Investors Rights Agreement, dated as of March15, 2017, between the Registrant and certain holders of the capital stock of the Registrant named therein. 8-K 001-34756 4.1 March 17, 2017 4.14 Waiver to Fifth Amended and Restated Investors Rights Agreement, dated as of May 1, 2019, between the Registrant and certain holders of the capital stock of the Registrant named therein. 8-K 001-34756 4.1 May 3, 2019 4.15 Indenture, dated as of May 22, 2013, by and between the Registrant and U.S. Bank National Association. 8-K 001-34756 4.1 May 22, 2013 4.16 Third Supplemental Indenture, dated as of March 5, 2014, by and between the Registrant and U.S. Bank National Association. 8-K 001-34756 4.4 March 5, 2014 4.17 Form of 1.25% Convertible Senior Note Due March 1, 2021 (included in Exhibit4.16). 8-K 001-34756 4.4 March 5, 2014 4.18 Fourth Supplemental Indenture, dated as of March22, 2017, by and between the Registrant and U.S. Bank National Association. 8-K 001-34756 4.2 March 22, 2017 4.19 Form of 2.375% Convertible Senior Note Due March15, 2022 (included in Exhibit 4.18). 8-K 001-34756 4.2 March 22, 2017 4.20 Fifth Supplemental Indenture, dated as of May 7, 2019, by and between Registrant and U.S. Bank National Association, related to 2.00% Convertible Senior Notes due May 15, 2024. 8-K 001-34756 4.2 May 8, 2019 4.21 Form of 2.00% Convertible Senior Notes due May 15, 2024 (included in Exhibit 4.20). 8-K 001-34756 4.2 May 8, 2019 4.22 Indenture, dated as of August 18, 2017, by and among the Registrant, SolarCity, and U.S. Bank National Association, as trustee. 8-K 001-34756 4.1 August 23, 2017 4.23 Form of 5.30% Senior Note due August 15, 2025. 8-K 001-34756 4.2 August 23, 2017 4.24 Indenture, dated as of October 15, 2014,between SolarCity and U.S. Bank National Association, as trustee. S-3ASR(1) 333-199321 4.1 October 15, 2014 4.25 Fourth Supplemental Indenture, dated as of October 15, 2014, by and between SolarCity and the Trustee, related to SolarCitys 4.00% Solar Bonds, Series 2014/4-7. 8-K(1) 001-35758 4.5 October 15, 2014 4.26 Eighth Supplemental Indenture, dated as of January 29, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.00% Solar Bonds, Series 2015/4-7. 8-K(1) 001-35758 4.5 January29, 2015 4.27 Tenth Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.00% Solar Bonds, Series 2015/6-10. 8-K(1) 001-35758 4.3 March9, 2015 4.28 Eleventh Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.75% Solar Bonds, Series 2015/7-15. 8-K(1) 001-35758 4.4 March9, 2015 4.29 Fifteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C4-10. 8-K(1) 001-35758 4.5 March19, 2015 4.30 Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C5-15. 8-K(1) 001-35758 4.6 March19, 2015 4.31 Twentieth Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C9-10. 8-K(1) 001-35758 4.5 March26, 2015 4.32 Twenty-First Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C10-15. 8-K(1) 001-35758 4.6 March26, 2015 4.33 Twenty-Sixth Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C14-10. 8-K(1) 001-35758 4.5 April 2, 2015 4.34 Thirtieth Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C19-10. 8-K(1) 001-35758 4.5 April9, 2015 4.35 Thirty-First Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C20-15. 8-K(1) 001-35758 4.6 April9, 2015 4.36 Thirty-Fifth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C24-10. 8-K(1) 001-35758 4.5 April14, 2015 4.37 Thirty-Sixth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C25-15. 8-K(1) 001-35758 4.6 April14, 2015 4.38 Thirty-Eighth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C27-10. 8-K(1) 001-35758 4.3 April21, 2015 4.39 Thirty-Ninth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C28-15. 8-K(1) 001-35758 4.4 April21, 2015 4.40 Forty-Third Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C32-10. 8-K(1) 001-35758 4.5 April27, 2015 4.41 Forty-Fourth Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C33-15. 8-K(1) 001-35758 4.6 April27, 2015 4.42 Forty-Eighth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.00% Solar Bonds, Series 2015/12-10. 8-K(1) 001-35758 4.5 May 1, 2015 4.43 Forty-Ninth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.75% Solar Bonds, Series 2015/13-15. 8-K(1) 001-35758 4.6 May 1, 2015 4.44 Fifty-Second Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C36-10. 8-K(1) 001-35758 4.4 May 11, 2015 4.45 Fifty-Third Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C37-15. 8-K(1) 001-35758 4.5 May 11, 2015 4.46 Fifty-Seventh Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C40-10. 8-K(1) 001-35758 4.4 May 18, 2015 4.47 Fifty-Eighth Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C41-15. 8-K(1) 001-35758 4.5 May 18, 2015 4.48 Sixty-First Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C44-10. 8-K(1) 001-35758 4.4 May 26, 2015 4.49 Sixty-Second Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C45-15. 8-K(1) 001-35758 4.5 May 26, 2015 4.50 Seventieth Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C52-10. 8-K(1) 001-35758 4.4 June16, 2015 4.51 Seventy-First Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C53-15. 8-K(1) 001-35758 4.5 June16, 2015 4.52 Seventy-Fourth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C56-10. 8-K(1) 001-35758 4.4 June23, 2015 4.53 Seventy-Fifth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C57-15. 8-K(1) 001-35758 4.5 June23, 2015 4.54 Eightieth Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C61-10. 8-K(1) 001-35758 4.5 June29, 2015 4.55 Eighty-First Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C62-15. 8-K(1) 001-35758 4.6 June29, 2015 4.56 Ninetieth Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C71-10. 8-K(1) 001-35758 4.5 July21, 2015 4.57 Ninety-First Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C72-15. 8-K(1) 001-35758 4.6 July21, 2015 4.58 Ninety-Fifth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.00% Solar Bonds, Series 2015/20-10. 8-K(1) 001-35758 4.5 July31, 2015 4.59 Ninety-Sixth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.75% Solar Bonds, Series 2015/21-15. 8-K(1) 001-35758 4.6 July31, 2015 4.60 One Hundred-and-Fifth Supplemental Indenture, dated as of August 10, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C81-10. 8-K(1) 001-35758 4.5 August10, 2015 4.61 One Hundred-and-Eleventh Supplemental Indenture, dated as of August 17, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C87-15. 8-K(1) 001-35758 4.6 August17, 2015 4.62 One Hundred-and-Sixteenth Supplemental Indenture, dated as of August 24, 2015, by andbetween SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C92-15. 8-K(1) 001-35758 4.6 August24, 2015 4.63 One Hundred-and-Twenty-First Supplemental Indenture, dated as of August 31, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C97-15. 8-K(1) 001-35758 4.6 August31, 2015 4.64 One Hundred-and-Twenty-Eighth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C101-10. 8-K(1) 001-35758 4.5 September15, 2015 4.65 One Hundred-and-Twenty-Ninth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C102-15. 8-K(1) 001-35758 4.6 September15, 2015 4.66 One Hundred-and-Thirty-Third Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C106-10. 8-K(1) 001-35758 4.5 September29, 2015 4.67 One Hundred-and-Thirty-Fourth Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C107-15. 8-K(1) 001-35758 4.6 September29, 2015 4.68 One Hundred-and-Thirty-Eighth Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C111-10. 8-K(1) 001-35758 4.5 October13, 2015 4.69 One Hundred-and-Forty-Third Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.00% Solar Bonds, Series 2015/25-10. 8-K(1) 001-35758 4.5 October30, 2015 4.70 One Hundred-and-Forty-Fourth Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.75% Solar Bonds, Series 2015/26-15. 8-K(1) 001-35758 4.6 October30, 2015 4.71 One Hundred-and-Forty-Eighth Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C116-10. 8-K(1) 001-35758 4.5 November4, 2015 4.72 One Hundred-and-Fifty-Third Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C121-10. 8-K(1) 001-35758 4.5 November17, 2015 4.73 One Hundred-and-Fifty-Fourth Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C122-15. 8-K(1) 001-35758 4.6 November17, 2015 4.74 One Hundred-and-Fifty-Eighth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C126-10. 8-K(1) 001-35758 4.5 November30, 2015 4.75 One Hundred-and-Fifty-Ninth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C127-15. 8-K(1) 001-35758 4.6 November30, 2015 4.76 One Hundred-and-Sixty-Third Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C131-10. 8-K(1) 001-35758 4.5 December14, 2015 4.77 One Hundred-and-Sixty-Fourth Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C132-15. 8-K(1) 001-35758 4.6 December14, 2015 4.78 One Hundred-and-Sixty-Seventh Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCitys 3.60% Solar Bonds, Series 2015/C135-5. 8-K(1) 001-35758 4.4 December28, 2015 4.79 One Hundred-and-Sixty-Eighth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCitys 4.70% Solar Bonds, Series 2015/C136-10. 8-K(1) 001-35758 4.5 December28, 2015 4.80 One Hundred-and-Sixty-Ninth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C137-15. 8-K(1) 001-35758 4.6 December28, 2015 4.81 One Hundred-and-Seventy-Second Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCitys 4.00% Solar Bonds, Series 2016/3-5. 8-K(1) 001-35758 4.4 January29, 2016 4.82 One Hundred-and-Seventy-Third Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCitys 5.00% Solar Bonds, Series 2016/4-10. 8-K(1) 001-35758 4.5 January29, 2016 4.83 One Hundred-and-Seventy-Fourth Supplemental Indenture, dated as of January29, 2016, by and between SolarCity and the Trustee, related to SolarCitys 5.75% Solar Bonds, Series 2016/5-15. 8-K(1) 001-35758 4.6 January29, 2016 4.84 One Hundred-and-Seventy-Seventh Supplemental Indenture, dated as of February 26, 2016, by and between SolarCity and the Trustee, related to SolarCitys 5.25% Solar Bonds, Series 2016/8-5. 8-K(1) 001-35758 4.4 February26, 2016 4.85 One Hundred-and-Seventy-Ninth Supplemental Indenture, dated as of March 21, 2016, by and between SolarCity and the Trustee, related to SolarCitys 5.25% Solar Bonds, Series 2016/10-5. 8-K(1) 001-35758 4.3 March21, 2016 4.86 One Hundred-and-Eighty-First Supplemental Indenture, dated as of June 10, 2016, by and between SolarCity and the Trustee, related to SolarCitys 5.25% Solar Bonds, Series 2016/12-5. 8-K(1) 001-35758 4.3 June10, 2016 4.87 Description of Registrants Securities 10-K 001-34756 4.119 February 13, 2020 10.1** Form of Indemnification Agreement between the Registrant and its directors and officers. S-1/A 333-164593 10.1 June 15, 2010 10.2** 2003 Equity Incentive Plan. S-1/A 333-164593 10.2 May 27, 2010 10.3** Form of Stock Option Agreement under 2003 Equity Incentive Plan. S-1 333-164593 10.3 January 29, 2010 10.4** Amended and Restated 2010 Equity Incentive Plan. 10-K 001-34756 10.4 February 23, 2018 10.5** Form of Stock Option Agreement under 2010 Equity Incentive Plan. 10-K 001-34756 10.6 March 1, 2017 10.6** Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan. 10-K 001-34756 10.7 March 1, 2017 10.7** Amended and Restated 2010 Employee Stock Purchase Plan, effective as of February 1, 2017. 10-K 001-34756 10.8 March 1, 2017 10.8** 2019 Equity Incentive Plan. S-8 333-232079 4.2 June 12, 2019 10.9** Form of Stock Option Agreement under 2019 Equity Incentive Plan. S-8 333-232079 4.3 June 12, 2019 10.10** Form of Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan. S-8 333-232079 4.4 June 12, 2019 10.11** Employee Stock Purchase Plan, effective as of June 12, 2019. S-8 333-232079 4.5 June 12, 2019 10.12** 2007 SolarCity Stock Plan and form of agreements used thereunder. S-1(1) 333-184317 10.2 October 5, 2012 10.13** 2012 SolarCity Equity Incentive Plan and form of agreements used thereunder. S-1(1) 333-184317 10.3 October 5, 2012 10.14** 2010 Zep Solar, Inc. Equity Incentive Plan and form of agreements used thereunder. S-8(1) 333-192996 4.5 December 20, 2013 10.15** Offer Letter between the Registrant and Elon Musk dated October 13, 2008. S-1 333-164593 10.9 January 29, 2010 10.16** Performance Stock Option Agreement betweenthe Registrant and Elon Musk dated January 21, 2018. DEF 14A 001-34756 Appendix A February 8, 2018 10.17** Maxwell Technologies, Inc. 2005 Omnibus Equity Incentive Plan, as amended through May 6, 2010 8-K(2) 001-15477 10.1 May 10, 2010 10.18** Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan DEF 14A(2) 001-15477 Appendix A June 2, 2017 10.19 Indemnification Agreement, effective as of June 23, 2020, between Registrant and Elon R. Musk. 10-Q 001-34756 10.4 July 28, 2020 10.20 Indemnification Agreement, dated as of February 27, 2014, by and between the Registrant and J.P. Morgan Securities LLC. 8-K 001-34756 10.1 March 5, 2014 10.21 Form of Call Option Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021. 8-K 001-34756 10.3 March 5, 2014 10.22 Form of Warrant Confirmation relating to 1.25% Convertible Senior Notes Due March1, 2021. 8-K 001-34756 10.5 March 5, 2014 10.23 Form of Call Option Confirmation relating to 2.375% Convertible Notes due March15, 2022. 8-K 001-34756 10.1 March 22, 2017 10.24 Form of Warrant Confirmation relating to 2.375% Convertible Notes due March 15, 2022. 8-K 001-34756 10.2 March 22, 2017 10.25 Form of Call Option Confirmation relating to 2.00% Convertible Senior Notes due May15, 2024. 8-K 001-34756 10.1 May 3, 2019 10.26 Form of Warrant Confirmation relating to2.00% Convertible Senior Notes due May15, 2024. 8-K 001-34756 10.2 May 3, 2019 10.27 Supply Agreement between Panasonic Corporation and the Registrant dated October 5, 2011. 10-K 001-34756 10.50 February27, 2012 10.28 Amendment No. 1 to Supply Agreement between Panasonic Corporation and the Registrant dated October 29, 2013. 10-K 001-34756 10.35A February 26, 2014 10.29 Agreement between Panasonic Corporation and the Registrant dated July 31, 2014. 10-Q 001-34756 10.1 November 7, 2014 10.30 General Terms and Conditions between Panasonic Corporation and the Registrant dated October 1, 2014. 8-K 001-34756 10.2 October 11, 2016 10.31 Letter Agreement, dated as of February 24, 2015, regarding addition of co-party to General Terms and Conditions, Production Pricing Agreement and Investment Letter Agreement between Panasonic Corporation and the Registrant. 10-K 001-34756 10.25A February 24, 2016 10.32 Amendment to Gigafactory General Terms, dated March 1, 2016, by and among the Registrant, Panasonic Corporation and Panasonic Energy Corporation of NorthAmerica. 8-K 001-34756 10.1 October 11, 2016 10.33 Amended and Restated General Terms and Conditions for Gigafactory, entered into on June 10, 2020, by and among Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and Panasonic Corporation of North America. 10-Q 001-34756 10.2 July 28, 2020 10.34 Production Pricing Agreement between Panasonic Corporation and the Registrant dated October 1, 2014. 10-Q 001-34756 10.3 November 7, 2014 10.35 Investment Letter Agreement between Panasonic Corporation and the Registrant dated October 1, 2014. 10-Q 001-34756 10.4 November 7, 2014 10.36 Amendment to Gigafactory Documents, dated April 5, 2016, by and among the Registrant, Panasonic Corporation, Panasonic Corporation of North America and Panasonic Energy Corporation of North America. 10-Q 001-34756 10.2 May 10, 2016 10.37 2019 Pricing Agreement (Japan Cells) with respect to 2011 Supply Agreement, executed September 20, 2019, by and among the Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and SANYO Electric Co., Ltd. 10-Q 001-34756 10.6 October 29, 2019 10.38 2020 Pricing Agreement (Gigafactory 2170 Cells), entered into on June 9, 2020, by and among Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and Panasonic Corporation of North America. 10-Q 001-34756 10.3 July 28, 2020 10.39 2021 Pricing Agreement (Japan Cells) with respect to 2011 Supply Agreement, executed December 29, 2020, by and among the Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation of North America and SANYO Electric Co., Ltd. 10.40 Amended and Restated Factory Lease, executed as of March 26, 2019, by and between the Registrant and Panasonic Energy North America, a division of Panasonic Corporation of North America, as tenant. 10-Q 001-34756 10.3 July 29, 2019 10.41 Lease Amendment, executed September 20, 2019, by and among the Registrant, Panasonic Corporation of North America, on behalf of its division Panasonic Energy of North America, with respect to the Amended and Restated Factory Lease, executed as of March 26, 2019. 10-Q 001-34756 10.7 October 29, 2019 10.42 Second Lease Amendment, entered into on June 9, 2020, by and between the Registrant and Panasonic Energy of North America, a division of Panasonic Corporation of North America, with respect to the Amended and Restated Factory Lease dated January 1, 2017. 10-Q 001-34756 10.1 July 28, 2020 10.43 Amendment and Restatement in respect of ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrants and Tesla Motors Netherlands B.V.s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent. S-4/A 3 33-229749 10.68 April 3, 2019 10.44 First Amendment to Amended and Restated ABL Credit Agreement, dated as of December 23, 2020, in respect of theAmended and Restated ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrants and Tesla Motors Netherlands B.V.s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent. 10.45 Agreement for Tax Abatement and Incentives, dated as of May 7, 2015, by and between Tesla Motors, Inc. and the State of Nevada, acting by and through the Nevada Governors Office of Economic Development. 10-Q 001-34756 10.1 August 7, 2015 10.46 Second Amended and Restated Loan and Security Agreement, dated as of August 28, 2020, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent. 10-Q 001-34756 10.2 October 26, 2020 10.47 Loan and Security Agreement, executed on December 28, 2018, by and among LML 2018 Warehouse SPV, LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent. 10-K 001-34756 10.55 February 19, 2019 10.48 Letter of Consent, dated as of June 14, 2019, by and among LML 2018 Warehouse SPV, LLC, Deutsche Bank AG, New York Branch, as Administrative Agent, and the Group Agents party thereto, in respect of the Loan and Security Agreement, dated as of August 17, 2017 and as amended from time to time, by and among LML Warehouse SPV, LLC, Tesla Finance LLC, and the Lenders, Group Agents and Administrative Agent from time to time party thereto. 10-Q 001-34756 10.1 July 29, 2019 10.49 Amendment No. 1 to Loan and Security Agreement, dated as of August 16, 2019, by and among LML 2018 Warehouse SPV, LLC, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent, and the Lenders and Group Agents from time to time party thereto. 10-Q 001-34756 10.2 October 29, 2019 10.50 Amendment No. 2 to Loan and Security Agreement, dated as of December 13, 2019, by and among LML 2018 Warehouse SPV, LLC, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent, and the Lenders and Group Agents from time to time party thereto. 10-K 001-34756 10.69 February 13, 2020 10.51 Letter of Consent, dated February 18, 2020, by and among LML 2018 Warehouse SPV, LLC, Tesla 2014 Warehouse SPV LLC, LLC and Deutsche Bank AG, New York Branch, as Administrative Agent and as Group Agent under the 2018 Loan Agreement and the 2014 Loan Agreement, and the Group Agents party thereto, in respect of (i) the Loan and Security Agreement, dated December 27, 2018 and as amended from time to time, among LML 2018 Warehouse SPV, LLC, Tesla Finance LLC, Deutsche Bank Trust Company Americans, as Paying Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, the lenders parties and agent parties thereto, and (ii) the Amended and Restated Loan and Security Agreement, dated August 17, 2017 and as amended from time to time, among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the lenders and group agents party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent. 10-Q 001-34756 10.1 April 30, 2020 10.52 Letter of Consent, dated as of August 14, 2020, by and among LML 2018 Warehouse SPV, LLC, Tesla 2014 Warehouse SPV LLC, Deutsche Bank AG, New York Branch, as Administrative Agent and Group Agent, and the Group Agents party thereto, in respect of (i) the Loan and Security Agreement, dated as of December 27, 2018 and as amended from time to time,by and among LML 2018 Warehouse SPV, LLC, Tesla Finance LLC, and the Lenders, Group Agents, Paying Agent and Administrative Agent from time to time party thereto,and (ii) the Amended and Restated Loan and Security Agreement, dated as of August 17, 2017and as amended from time to time, by and among LML Warehouse SPV, LLC, Tesla Finance LLC, and the Lenders, Group Agents and Administrative Agent from time to time party thereto. 10-Q 001-34756 10.1 October 26, 2020 10.53 Payoff and Termination Letter, executed on August 28, 2020, by and among LML 2018 Warehouse SPV, LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent and Deutsche Bank AG, New York Branch, as Administrative Agent, relating to Loan and Security Agreement. 10-Q 001-34756 10.3 October 26, 2020 10.54 Purchase Agreement, dated as of August 11, 2017, by and among the Registrant, SolarCity and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives of the several initial purchasers named therein. 8-K 001-34756 10.1 August 23, 2017 10.55 Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 2, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. 10-Q(1) 001-35758 10.16 November 6, 2014 10.56 First Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 31, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. 10-K(1) 001-35758 10.16a February 24, 2015 10.57 Second Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 15, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. 10-K(1) 001-35758 10.16b February 24, 2015 10.58 Third Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of February12, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. 10-Q(1) 001-35758 10.16c May 6, 2015 10.59 Fourth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. 10-Q(1) 001-35758 10.16d May 6, 2015 10.60 Fifth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of June30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. 10-Q(1) 001-35758 10.16e July 30, 2015 10.61 Sixth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 1, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. 10-Q(1) 001-35758 10.16f October30, 2015 10.62 Seventh Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. 10-Q(1) 001-35758 10.16g October30, 2015 10.63 Eighth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 26, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. 10-Q(1) 001-35758 10.16h October30, 2015 10.64 Ninth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. 10-K(1) 001-35758 10.16i February10, 2016 10.65 Tenth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 31, 2017, by and between The Research Foundation For The State University of New York, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. 10-Q 001-34756 10.8 May 10, 2017 10.66 Eleventh Amendment to Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology, effective as of July 22, 2020, among the Research Foundation for the State University of New York, Silevo, LLC and Tesla Energy Operations, Inc. 10-Q 001-34756 10.6 July 28, 2020 10.67 Grant Contract for State-Owned Construction Land Use Right, dated as of October 17, 2018, by and between Shanghai Planning and Land Resource Administration Bureau, as grantor, and Tesla (Shanghai) Co., Ltd., as grantee (English translation). 10-Q 001-34756 10.2 July 29, 2019 10.68 Facility Agreement, dated as of September 26, 2019, by and between China Merchants Bank Co., Ltd. Beijing Branch and Tesla Automobile (Beijing) Co., Ltd. (English translation). 10-Q 001-34756 10.3 October 29, 2019 10.69 Statement Letter to China Merchants Bank Co., Ltd. Beijing Branch from Tesla Automobile (Beijing) Co., Ltd., dated as of September 26, 2019 (English translation). 10-Q 001-34756 10.4 October 29, 2019 10.70 Fixed Asset Syndication Loan Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd., China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation). 10-K 001-34756 10.85 February 13, 2020 10.71 Fixed Asset Syndication Loan Agreement and Supplemental Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd., China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation). 10-K 001-34756 10.86 February 13, 2020 10.72 Syndication Revolving Loan Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd. China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation). 10-K 001-34756 10.87 February 13, 2020 10.73 Working Capital Loan Contact, dated as of May 7, 2020, between Industrial and Commercial Bank of China, China (Shanghai) Pilot Free Trade Zone Lingang Special Area Branch and Tesla (Shanghai) Co., Ltd. 10-Q 001-34756 10.5 July 28, 2020 21.1 List of Subsidiaries of the Registrant 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm 31.1 Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer 31.2 Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer 32.1* Section1350 Certifications