TSLA 10-K Annual Report Dec. 31, 2023 | Alphaminr
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TSLA 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
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Income Statement
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TESLA, INC.
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PROXIES
DEF 14A
 		Filed on April 29, 2024
DEF 14A
 		Filed on April 6, 2023
DEF 14A
 		Filed on June 23, 2022
DEF 14A
 		Filed on Aug. 26, 2021
DEF 14A
 		Filed on May 28, 2020
DEF 14A
 		Filed on April 30, 2019
DEF 14A
 		Filed on April 26, 2018
DEF 14A
 		Filed on Feb. 8, 2018
DEF 14A
 		Filed on April 20, 2017
DEF 14A
 		Filed on April 15, 2016
DEF 14A
 		Filed on April 22, 2015
DEF 14A
 		Filed on April 24, 2014
DEF 14A
 		Filed on April 17, 2013
DEF 14A
 		Filed on April 13, 2012
DEF 14A
 		Filed on April 8, 2011
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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. [reserved]Item 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 Digital Assets, NetNote 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 DebtNote 12 LeasesNote 13 Equity Incentive PlansNote 14 Income TaxesNote 15 Commitments and ContingenciesNote 16 Variable Interest Entity ArrangementsNote 17 Related Party TransactionsNote 18 Segment Reporting and Information About Geographic AreasNote 19 Restructuring and OtherItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 3.1 April 5, 2023 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 November 4, 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 June 2, 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 July 22, 2003 and certain other holders of the capital stock of the Registrant named therein. 8-K 001-34756 4.1 May 20, 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 May 20, 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 March 15, 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 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 4.17 Form of 2.00% Convertible Senior Notes due May 15, 2024 (included in Exhibit 4.16). 8-K 001-34756 4.2 May 8, 2019 4.18 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 4.19 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 March 9, 2015 4.20 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 March 9, 2015 4.21 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 March 19, 2015 4.22 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 March 19, 2015 4.23 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 March 26, 2015 4.24 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 March 26, 2015 4.25 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 4.26 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 April 9, 2015 4.27 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 April 9, 2015 4.28 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 April 14, 2015 4.29 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 April 14, 2015 4.30 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 April 21, 2015 4.31 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 April 21, 2015 4.32 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 April 27, 2015 4.33 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 April 27, 2015 4.34 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 4.35 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 4.36 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 4.37 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 4.38 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 4.39 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 4.40 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 4.41 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 4.42 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 June 16, 2015 4.43 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 June 16, 2015 4.44 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 June 23, 2015 4.45 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 June 23, 2015 4.46 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 June 29, 2015 4.47 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 June 29, 2015 4.48 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 July 21, 2015 4.49 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 July 21, 2015 4.50 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 July 31, 2015 4.51 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 July 31, 2015 4.52 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 August 10, 2015 4.53 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 August 17, 2015 4.54 One Hundred-and-Sixteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCitys 5.45% Solar Bonds, Series 2015/C92-15. 8-K(1) 001-35758 4.6 August 24, 2015 4.55 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 August 31, 2015 4.56 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 September 15, 2015 4.57 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 September 15, 2015 4.58 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 September 29, 2015 4.59 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 September 29, 2015 4.60 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 October 13, 2015 4.61 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 October 30, 2015 4.62 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 October 30, 2015 4.63 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 November 4, 2015 4.64 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 November 17, 2015 4.65 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 November 17, 2015 4.66 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 November 30, 2015 4.67 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 November 30, 2015 4.68 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 December 14, 2015 4.69 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 December 14, 2015 4.70 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 December 28, 2015 4.71 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 December 28, 2015 4.72 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 January 29, 2016 4.73 One Hundred-and-Seventy-Fourth Supplemental Indenture, dated as of January 29, 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 January 29, 2016 4.74 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 between the 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 March 1, 2021. 8-K 001-34756 10.5 March 5, 2014 10.23 Form of Call Option Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024. 8-K 001-34756 10.1 May 3, 2019 10.24 Form of Warrant Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024. 8-K 001-34756 10.2 May 3, 2019 10.25 Supply Agreement between Panasonic Corporation and the Registrant dated October 5, 2011. 10-K 001-34756 10.50 February 27, 2012 10.26 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 10.27 Agreement between Panasonic Corporation and the Registrant dated July 31, 2014. 10-Q 001-34756 10.1 November 7, 2014 10.28 General Terms and Conditions between Panasonic Corporation and the Registrant dated October 1, 2014. 8-K 001-34756 10.2 October 11, 2016 10.29 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 10.30 Amendment to Gigafactory General Terms, dated March 1, 2016, by and among the Registrant, Panasonic Corporation and Panasonic Energy Corporation of North America. 8-K 001-34756 10.1 October 11, 2016 10.31 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 10.32 Production Pricing Agreement between Panasonic Corporation and the Registrant dated October 1, 2014. 10-Q 001-34756 10.3 November 7, 2014 10.33 Investment Letter Agreement between Panasonic Corporation and the Registrant dated October 1, 2014. 10-Q 001-34756 10.4 November 7, 2014 10.34 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 10.35 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 10.36 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 10.37 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-K 001-34756 10.39 February 8, 2021 10.38 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 10.39 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 10.40 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 10.41 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 333-229749 10.68 April 3, 2019 10.42 First Amendment to Amended and Restated ABL Credit Agreement, dated as of December 23, 2020, in respect of the Amended 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-K 001-34756 10.44 February 8, 2021 10.43 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 10.44 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 10.45 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 10.46 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 10.47 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 10.48 Third Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of February 12, 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 10.49 Fourth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 30, 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 10.50 Fifth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of June 30, 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 10.51 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 October 30, 2015 10.52 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 October 30, 2015 10.53 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 October 30, 2015 10.54 Ninth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 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-K(1) 001-35758 10.16i February 10, 2016 10.55 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 10.56 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 10.57 Twelfth Amendment to Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology, effective as of May 1, 2021, among the Research Foundation for the State University of New York, Silevo, LLC and Tesla Energy Operations, Inc. 10-Q 001-34756 10.1 October 25, 2021 10.58 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 10.59 Credit Agreement, dated as of January 20, 2023, among Tesla, Inc., the Lenders and Issuing Banks from time to time party thereto, Citibank, N.A., as Administrative Agent and Deutsche Bank Securities, Inc., as Syndication Agent 10-K 001-34756 10.59 January 31, 2023 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* Section 1350 Certifications 97 Tesla, Inc. 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