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1、 K id UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31,2023ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE

2、ACT OF 1934For the transition period from _ to _Commission File Number:001-34756Tesla,Inc.(Exact name of registrant as specified in its charter)Delaware 91-2197729(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)1 Tesla RoadAustin,Texas 78725(Address of

3、principal executive offices)(Zip Code)(512)516-8177(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stockTSLAThe Nasdaq Global Select Market Indicate by chec

4、k mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934(“Exchange Act”)during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filin

5、g requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the

6、 registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”

7、“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act:Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the

8、 extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of April 17,2023,there were

9、3,169,504,301 shares of the registrants common stock outstanding.TESLA,INC.FORM 10-Q FOR THE QUARTER ENDED MARCH 31,2023INDEX PagePART I.FINANCIAL INFORMATION Item 1.Financial Statements 4 Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive

10、Income 6 Consolidated Statements of Redeemable Noncontrolling Interests and Equity 7 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 9Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations 23Item 3.Quantitative and Qualitative D

11、isclosures about Market Risk 31Item 4.Controls and Procedures 31 PART II.OTHER INFORMATION Item 1.Legal Proceedings 32Item 1A.Risk Factors 32Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 32Item 3.Defaults Upon Senior Securities 32Item 4.Mine Safety Disclosures 32Item 5.Other Inf

12、ormation 32Item 6.Exhibits 32 Signatures 34 Forward-Looking StatementsThe discussions in this Quarterly Report on Form 10-Q contain forward-looking statements reflecting our current expectations that involve risks and uncertainties.These forward-looking statements include,but are not limited to,stat

13、ements concerning any potential future impact of the coronavirus disease(“COVID-19”)pandemic on our business,supply chain constraints,our strategy,competition,future operations and production capacity,future financial position,future revenues,projected costs,profitability,expected cost reductions,ca

14、pital adequacy,expectations regarding demand and acceptance for our technologies,growth opportunities and trends in the markets in which we operate,prospects and plans and objectives of management.The words“anticipates,”“believes,”“could,”“estimates,”“expects,”“intends,”“may,”“plans,”“projects,”“wil

15、l,”“would”and similar expressions are intended to identify forward-looking statements,although not all forward-looking statements contain these identifying words.We may not actually achieve the plans,intentions or expectations disclosed in our forward-looking statements and you should not place undu

16、e reliance on our forward-looking statements.Actual results or events could differ materially from the plans,intentions and expectations disclosed in the forward-looking statements that we make.These forward-looking statements involve risks and uncertainties that could cause our actual results to di

17、ffer materially from those in the forward-looking statements,including,without limitation,the risks set forth in Part I,Item 1A,“Risk Factors”of the Annual Report on Form 10-K for the fiscal year ended December 31,2022 and that are otherwise described or updated from time to time in our other filing

18、s with the Securities and Exchange Commission(the“SEC”).We do not assume any obligation to update any forward-looking statements.PART I.FINANCIAL INFORMATIONITEM 1.FINANCIAL STATEMENTSTesla,Inc.Consolidated Balance Sheets(in millions,except per share data)(unaudited)March 31,December 31,2023 2022 As

19、sets Current assets Cash and cash equivalents$16,048$16,253 Short-term investments 6,354 5,932 Accounts receivable,net 2,993 2,952 Inventory 14,375 12,839 Prepaid expenses and other current assets 3,227 2,941 Total current assets 42,997 40,917 Operating lease vehicles,net 5,473 5,035 Solar energy sy

20、stems,net 5,427 5,489 Property,plant and equipment,net 24,969 23,548 Operating lease right-of-use assets 2,800 2,563 Digital assets,net 184 184 Intangible assets,net 204 215 Goodwill 195 194 Other non-current assets 4,584 4,193 Total assets$86,833$82,338 Liabilities Current liabilities Accounts paya

21、ble$15,904$15,255 Accrued liabilities and other 7,321 7,142 Deferred revenue 1,750 1,747 Customer deposits 1,057 1,063 Current portion of debt and finance leases 1,404 1,502 Total current liabilities 27,436 26,709 Debt and finance leases,net of current portion 1,272 1,597 Deferred revenue,net of cur

22、rent portion 2,911 2,804 Other long-term liabilities 5,979 5,330 Total liabilities 37,598 36,440 Commitments and contingencies(Note 9)Redeemable noncontrolling interests in subsidiaries 407 409 Equity Stockholders equity Preferred stock;$0.001 par value;100 shares authorized;no shares issued and out

23、standing Common stock;$0.001 par value;6,000 shares authorized;3,169 and 3,164 shares issued and outstanding as of March 31,2023 and December 31,2022,respectively 3 3 Additional paid-in capital 32,878 32,177 Accumulated other comprehensive(loss)(225)(361)Retained earnings 15,398 12,885 Total stockho

24、lders equity 48,054 44,704 Noncontrolling interests in subsidiaries 774 785 Total liabilities and equity$86,833$82,338 The accompanying notes are an integral part of these consolidated financial statements.4 Tesla,Inc.Consolidated Statements of Operations(in millions,except per share data)(unaudited

25、)Three Months Ended March 31,2023 2022 Revenues Automotive sales$18,878$15,514 Automotive regulatory credits 521 679 Automotive leasing 564 668 Total automotive revenues 19,963 16,861 Energy generation and storage 1,529 616 Services and other 1,837 1,279 Total revenues 23,329 18,756 Cost of revenues

26、 Automotive sales 15,422 10,914 Automotive leasing 333 408 Total automotive cost of revenues 15,755 11,322 Energy generation and storage 1,361 688 Services and other 1,702 1,286 Total cost of revenues 18,818 13,296 Gross profit 4,511 5,460 Operating expenses Research and development 771 865 Selling,

27、general and administrative 1,076 992 Total operating expenses 1,847 1,857 Income from operations 2,664 3,603 Interest income 213 28 Interest expense (29)(61)Other(expense)income,net (48)56 Income before income taxes 2,800 3,626 Provision for income taxes 261 346 Net income 2,539 3,280 Net income(los

28、s)attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries 26 (38)Net income attributable to common stockholders$2,513$3,318 Net income per share of common stock attributable to common stockholders(1)Basic$0.80$1.07 Diluted$0.73$0.95 Weighted average shares us

29、ed in computing net income per share of common stock(1)Basic 3,166 3,103 Diluted 3,468 3,472 (1)Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in August 2022.The accompanying notes are an integral part of these consolidated f

30、inancial statements.5 Tesla,Inc.Consolidated Statements of Comprehensive Income(in millions)(unaudited)Three Months Ended March 31,2023 2022 Net income$2,539$3,280 Other comprehensive income(loss):Foreign currency translation adjustment 130 (96)Unrealized net gain(loss)on investments 6 (8)Comprehens

31、ive income 2,675 3,176 Less:Comprehensive income(loss)attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries 26 (38)Comprehensive income attributable to common stockholders$2,649$3,214 The accompanying notes are an integral part of these consolidated financi

32、al statements.6 Tesla,Inc.Consolidated Statements of Redeemable Noncontrolling Interests and Equity(in millions,except per share data)(unaudited)Accumulated Redeemable Additional Other Total Noncontrolling Noncontrolling Common Stock Paid-In Comprehensive Retained Stockholders Interests in Total Thr

33、ee Months Ended March 31,2023 Interests Shares Amount Capital (Loss)Earnings Equity Subsidiaries Equity Balance as of December 31,2022$409 3,164$3$32,177$(361)$12,885$44,704$785$45,489 Exercises of conversion feature of convertible senior notes 0 0 0 0 0 Issuance of common stock for equity incentive

34、 awards 5 0 231 231 231 Stock-based compensation 465 465 465 Distributions to noncontrolling interests (5)(22)(22)Buy-outs of noncontrolling interests 5 5 (12)(7)Net income 3 2,513 2,513 23 2,536 Other comprehensive income 136 136 136 Balance as of March 31,2023$407 3,169$3$32,878$(225)$15,398$48,05

35、4$774$48,828 Accumulated Redeemable Additional Other Total Noncontrolling Noncontrolling Common Stock Paid-In Comprehensive Retained Stockholders Interests in Total Three Months Ended March 31,2022 Interests Shares(1)Amount(1)Capital Income(Loss)Earnings(1)Equity Subsidiaries Equity Balance as of De

36、cember 31,2021$568 3,100$3$29,803$54$329$30,189$826$31,015 Exercises of conversion feature of convertible senior notes 0 0 0 0 0 Issuance of common stock for equity incentive awards 8 0 202 202 202 Stock-based compensation 485 485 485 Distributions to noncontrolling interests (12)(22)(22)Buy-out of

37、noncontrolling interests (1)(5)(5)(5)Net(loss)income (96)3,318 3,318 58 3,376 Other comprehensive loss (104)(104)(104)Balance as of March 31,2022$459 3,108$3$30,485$(50)$3,647$34,085$862$34,947 (1)Prior period results have been adjusted to reflect the three-for-one stock split effected in the form o

38、f a stock dividend in August 2022.The accompanying notes are an integral part of these consolidated financial statements.7 Tesla,Inc.Consolidated Statements of Cash Flows(in millions)(unaudited)Three Months Ended March 31,2023 2022 Cash Flows from Operating Activities Net income$2,539$3,280 Adjustme

39、nts to reconcile net income to net cash provided by operating activities:Depreciation,amortization and impairment 1,046 880 Stock-based compensation 418 418 Inventory and purchase commitments write-downs 50 33 Foreign currency transaction net unrealized gain (25)(30)Non-cash interest and other opera

40、ting activities 15 16 Changes in operating assets and liabilities:Accounts receivable (32)(409)Inventory (1,540)(633)Operating lease vehicles (675)(462)Prepaid expenses and other current assets (79)(289)Other non-current assets (729)(611)Accounts payable and accrued liabilities 797 997 Deferred reve

41、nue 106 287 Customer deposits 2 204 Other long-term liabilities 620 314 Net cash provided by operating activities 2,513 3,995 Cash Flows from Investing Activities Purchases of property and equipment excluding finance leases,net of sales (2,072)(1,767)Purchases of solar energy systems,net of sales (1

42、)(5)Purchase of intangible assets (9)Purchases of investments (2,015)(386)Proceeds from maturities of investments 1,604 Net cash used in investing activities (2,484)(2,167)Cash Flows from Financing Activities Repayments of convertible and other debt (302)(1,945)Proceeds from exercises of stock optio

43、ns and other stock issuances 231 202 Principal payments on finance leases (106)(123)Debt issuance costs (13)Distributions paid to noncontrolling interests in subsidiaries (36)(42)Payments for buy-outs of noncontrolling interests in subsidiaries (7)(6)Net cash used in financing activities (233)(1,914

44、)Effect of exchange rate changes on cash and cash equivalents and restricted cash 50 (18)Net decrease in cash and cash equivalents and restricted cash (154)(104)Cash and cash equivalents and restricted cash,beginning of period 16,924 18,144 Cash and cash equivalents and restricted cash,end of period

45、$16,770$18,040 Supplemental Non-Cash Investing and Financing Activities Acquisitions of property and equipment included in liabilities$1,193$1,036 Leased assets obtained in exchange for finance lease liabilities$20 Leased assets obtained in exchange for operating lease liabilities$362$271 The accomp

46、anying notes are an integral part of these consolidated financial statements.8 Tesla,Inc.Notes to Consolidated Financial Statements(unaudited)Note 1 Summary of Significant Accounting PoliciesUnaudited Interim Financial StatementsThe consolidated financial statements of Tesla,Inc.(“Tesla”,the“Company

47、”,“we”,“us”or“our”),including the consolidated balance sheet as of March 31,2023,the consolidated statements of operations,the consolidated statements of comprehensive income,the consolidated statements of redeemable noncontrolling interests and equity,and the consolidated statements of cash flows f

48、or the three months ended March 31,2023 and 2022,as well as other information disclosed in the accompanying notes,are unaudited.The consolidated balance sheet as of December 31,2022 was derived from the audited consolidated financial statements as of that date.The interim consolidated financial stat

49、ements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31,2022.The interim consolidated financial statements and the accompanying notes have b

50、een prepared on the same basis as the annual consolidated financial statements and,in the opinion of management,reflect all adjustments,which include only normal recurring adjustments,necessary for a fair statement of the results of operations for the periods presented.The consolidated results of op

51、erations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods.ReclassificationsCertain prior period balances have been reclassified to conform to the current period presentation in the accompanying note

52、s.Revenue RecognitionRevenue by sourceThe following table disaggregates our revenue by major source(in millions):Three Months Ended March 31,2023 2022 Automotive sales$18,878$15,514 Automotive regulatory credits 521 679 Energy generation and storage sales 1,413 503 Services and other 1,837 1,279 Tot

53、al revenues from sales and services 22,649 17,975 Automotive leasing 564 668 Energy generation and storage leasing 116 113 Total revenues$23,329$18,756 Automotive SegmentAutomotive Sales RevenueThe total sales return reserve on vehicles sold with resale value guarantees was$68 million and$91 million

54、 as of March 31,2023 and December 31,2022,respectively,of which$34 million and$40 million was short-term,respectively.Deferred revenue is related to the access to our Full Self Driving(“FSD”)features and ongoing maintenance,internet connectivity,free Supercharging programs and over-the-air software

55、updates primarily on automotive sales,which amounted to$3.04 billion and$2.91 billion as of March 31,2023 and December 31,2022,respectively.Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied,or partially unsatisfied,as of the b

56、alance sheet date.Revenue recognized from the deferred revenue balance as of December 31,2022 and 2021 was$134 million and$66 million for three months ended March 31,2023 and 2022,respectively.Of the total deferred revenue balance as of March 31,2023,we expect to recognize$679 million of revenue in

57、the next 12 months.The remaining balance will be recognized at the time of transfer of control of the product or over the performance period.9 We have been providing loans for financing our automotive deliveries in volume since fiscal year 2022.As of March 31,2023 and December 31,2022,we have record

58、ed net financing receivables on the consolidated balance sheets,of which$191 million and$128 million,respectively,is recorded within Accounts receivable,net,for the current portion and$966 million and$665 million,respectively,is recorded within Other non-current assets for the long-term portion.Auto

59、motive Regulatory CreditsDuring the three months ended March 31,2022,we had also recognized$288 million in revenue due to changes in regulation which entitled us to additional consideration for credits sold previously.Automotive Leasing RevenueDirect Sales-Type Leasing ProgramFor the three months en

60、ded March 31,2023,we recognized$101 million of sales-type leasing revenue and$76 million of sales-type leasing cost of revenue.For the three months ended March 31,2022,we recognized$265 million of sales-type leasing revenue and$164 million of sales-type leasing cost of revenue.Lease receivables rela

61、ting to sales-type leases are presented on the consolidated balance sheets as follows(in millions):March 31,2023 December 31,2022 Gross lease receivables$886$837 Unearned interest income (99)(95)Allowance for expected credit losses (5)(4)Net investment in sales-type leases$782$738 Reported as:Prepai

62、d expenses and other current assets$177$164 Other non-current assets 605 574 Net investment in sales-type leases$782$738 Energy Generation and Storage SegmentEnergy Generation and Storage SalesWe record as deferred revenue any non-refundable amounts that are collected from customers related to fees

63、charged for prepayments,which is recognized as revenue ratably over the respective customer contract term.As of March 31,2023 and December 31,2022,deferred revenue related to such customer payments amounted to$770 million and$863 million,respectively,mainly due to billings for milestone payments.Rev

64、enue recognized from the deferred revenue balance as of December 31,2022 and 2021 was$230 million and$52 million for the three months ended March 31,2023 and 2022,respectively.As of March 31,2023,total transaction price allocated to performance obligations that were unsatisfied or partially unsatisf

65、ied for contracts with an original expected length of more than one year was$209 million.Of this amount,we expect to recognize$12 million in the next 12 months and the remaining over a period up to 25 years.We have been providing loans for financing our energy generation products in volume since fis

66、cal year 2022.As of March 31,2023 and December 31,2022,we have recorded net financing receivables on the consolidated balance sheets,of which$29 million and$24 million,respectively,is recorded within Accounts receivable,net,for the current portion and$448 million and$387 million,respectively,is reco

67、rded within Other non-current assets for the long-term portion.Income TaxesThere are transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain.As of March 31,2023 and December 31,2022,the aggregate balances of our gross unrecognized tax bene

68、fits were$926 million and$870 million,respectively,of which$578 million and$572 million,respectively,would not give rise to changes in our effective tax rate since these tax benefits would increase a deferred tax asset that is currently fully offset by a valuation allowance.We file income tax return

69、s in the U.S.and various state and foreign jurisdictions.We are currently under examination by the Internal Revenue Service(“IRS”)for the years 2015 to 2018.Additional tax years within the periods 2004 to 2014 and 2019 to 2021 remain subject to examination for federal income tax purposes.All net ope

70、rating losses and tax credits generated to date are subject to adjustment for U.S.federal and state income tax purposes.Our returns for 2004 and subsequent tax years remain subject to examination in U.S.state and foreign jurisdictions.Given the uncertainty in timing and outcome of our tax examinatio

71、ns,an estimate of the range of the reasonably possible change in gross unrecognized tax benefits within twelve months cannot be made at this time.10 Net Income per Share of Common Stock Attributable to Common StockholdersThe following table presents the reconciliation of net income attributable to c

72、ommon stockholders to net income used in computing basic and diluted net income per share of common stock(in millions):Three Months Ended March 31,2023 2022 Net income attributable to common stockholders$2,513$3,318 Less:Buy-out of noncontrolling interest (5)5 Net income used in computing basic net

73、income per share of common stock 2,518 3,313 Less:Dilutive convertible debt 0 0 Net income used in computing diluted net income per share of common stock$2,518$3,313 The following table presents the reconciliation of basic to diluted weighted average shares used in computing net income per share of

74、common stock attributable to common stockholders,as adjusted to give effect to the three-for-one stock split effected in the form of a stock dividend in August 2022(the“2022 Stock Split”)(in millions):Three Months Ended March 31,2023 2022 Weighted average shares used in computing net income per shar

75、e of common stock,basic 3,166 3,103 Add:Stock-based awards 289 313 Convertible senior notes 2 5 Warrants 11 51 Weighted average shares used in computing net income per share of common stock,diluted 3,468 3,472 The following table presents the potentially dilutive shares that were excluded from the c

76、omputation of diluted net income per share of common stock attributable to common stockholders,because their effect was anti-dilutive,as adjusted to give effect to the 2022 Stock Split(in millions):Three Months Ended March 31,2023 2022 Stock-based awards 25 2 Restricted CashOur total cash and cash e

77、quivalents and restricted cash,as presented in the consolidated statements of cash flows,was as follows(in millions):March 31,December 31,March 31,December 31,2023 2022 2022 2021 Cash and cash equivalents$16,048$16,253$17,505$17,576 Restricted cash included in prepaid expenses and other current asse

78、ts 486 294 297 345 Restricted cash included in other non-current assets 236 377 238 223 Total as presented in the consolidated statements of cash flows$16,770$16,924$18,040$18,144 11 Accounts Receivable and Allowance for Doubtful AccountsDepending on the day of the week on which the end of a fiscal

79、quarter falls,our accounts receivable balance may fluctuate as we are waiting for certain customer payments to clear through our banking institutions and receipts of payments from our financing partners,which can take up to approximately two weeks based on the contractual payment terms with such par

80、tners.Our accounts receivable balances associated with our sales of regulatory credits,which are typically transferred to other manufacturers during the last few days of the quarter,is dependent on contractual payment terms.Additionally,government rebates can take up to a year or more to be collecte

81、d depending on the customary processing timelines of the specific jurisdictions issuing them.These various factors may have a significant impact on our accounts receivable balance from period to period.As of March 31,2023 and December 31,2022,we had$575 million and$753 million,respectively,of long-t

82、erm government rebates receivable in Other non-current assets in our consolidated balance sheets.Financing ReceivablesAs of March 31,2023 and December 31,2022,the majority of our financing receivables were at current status with only immaterial balances being past due.As of March 31,2023,the majorit

83、y of our financing receivables,excluding MyPower notes receivable,were originated in 2023 and 2022,and as of December 31,2022,the majority of our financing receivables,excluding MyPower notes receivable,were originated in 2022.As of March 31,2023 and December 31,2022,the total outstanding balance of

84、 MyPower customer notes receivable,net of allowance for expected credit losses,was$276 million and$280 million,respectively,of which$6 million and$7 million were due in the next 12 months as of March 31,2023 and December 31,2022,respectively.As of March 31,2023 and December 31,2022,the allowance for

85、 expected credit losses was$37 million.Concentration of RiskCredit RiskFinancial instruments that potentially subject us to a concentration of credit risk consist of cash,cash equivalents,investments,restricted cash,accounts receivable and other finance receivables.Our cash and investments balances

86、are primarily comprised of deposits which are diversified among high credit quality financial institutions or invested in U.S.government securities.These deposits are typically in excess of insured limits.As of March 31,2023 and December 31,2022,no entity represented 10%or more of our total receivab

87、les balance.Supply RiskWe are dependent on our suppliers,including single source suppliers,and the inability of these suppliers to deliver necessary components of our products in a timely manner at prices,quality levels and volumes acceptable to us,or our inability to efficiently manage these compon

88、ents from these suppliers,could have a material adverse effect on our business,prospects,financial condition and operating results.Operating Lease VehiclesThe gross cost of operating lease vehicles as of March 31,2023 and December 31,2022 was$6.56 billion and$6.08 billion,respectively.Operating leas

89、e vehicles on the consolidated balance sheets are presented net of accumulated depreciation of$1.09 billion and$1.04 billion as of March 31,2023 and December 31,2022,respectively.WarrantiesAccrued warranty activity consisted of the following(in millions):Three Months Ended March 31,2023 2022 Accrued

90、 warrantybeginning of period$3,505$2,101 Warranty costs incurred (280)(151)Net changes in liability for pre-existing warranties,including expirations and foreign exchange impact 208 15 Provision for warranty 532 322 Accrued warrantyend of period$3,965$2,287 12 Recent Accounting PronouncementsRecentl

91、y adopted accounting pronouncementsIn October 2021,the Financial Accounting Standards Board(“FASB”)issued Accounting Standards Update(“ASU”)No.2021-08,Accounting for Contract Assets and Contract Liabilities from Contracts with Customers(Topic 805).This ASU requires an acquirer in a business combinat

92、ion to recognize and measure contract assets and contract liabilities(deferred revenue)from acquired contracts using the revenue recognition guidance in Topic 606.At the acquisition date,the acquirer applies the revenue model as if it had originated the acquired contracts.The ASU is effective for an

93、nual periods beginning after December 15,2022,including interim periods within those fiscal years.We adopted this ASU prospectively on January 1,2023.This ASU has not and is currently not expected to have a material impact on our consolidated financial statements.In March 2022,the FASB issued ASU 20

94、22-02,Troubled Debt Restructurings and Vintage Disclosures.This ASU eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted ASU 2016-13,Measurement of Credit Losses on Financial Instruments,which we adopted on January 1,2020.This ASU also enhances the discl

95、osure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty.In addition,the ASU amends the guidance on vintage disclosures to require entities to disclose current period gross write-offs by year of origination for financing rec

96、eivables and net investments in leases within the scope of ASC 326-20.The ASU is effective for annual periods beginning after December 15,2022,including interim periods within those fiscal years.We adopted the ASU prospectively on January 1,2023.This ASU has not and is currently not expected to have

97、 a material impact on our consolidated financial statements.On August 16,2022,the Inflation Reduction Act of 2022(“IRA”)was enacted into law and is effective for taxable years beginning after December 31,2022.The IRA includes multiple incentives to promote clean energy,electric vehicles,battery and

98、energy storage manufacture or purchase,in addition to a new corporate alternative minimum tax of 15%on adjusted financial statement income of corporations with profits greater than$1 billion.Some of these measures are expected to materially affect our consolidated financial statements.For the three

99、month period ended March 31,2023,the impact was primarily a reduction of our material costs.We will continue to evaluate the effects of IRA as more guidance is issued and the relevant implications to our consolidated financial statements.Note 2 Fair Value of Financial InstrumentsASC 820,Fair Value M

100、easurements(“ASC 820”)states that fair value is an exit price,representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.As such,fair value is a market-based measurement that should be determined based on assu

101、mptions that market participants would use in pricing an asset or a liability.The three-tiered fair value hierarchy,which prioritizes which inputs should be used in measuring fair value,is comprised of:(Level I)observable inputs such as quoted prices in active markets;(Level II)inputs other than quo

102、ted prices in active markets that are observable either directly or indirectly and(Level III)unobservable inputs for which there is little or no market data.The fair value hierarchy requires the use of observable market data when available in determining fair value.Our assets and liabilities that we

103、re measured at fair value on a recurring basis were as follows(in millions):March 31,2023 December 31,2022 Fair Value Level I Level II Level III Fair Value Level I Level II Level III Money market funds$483$483$2,188$2,188$U.S.government securities 1,418 1,418 894 894 Corporate debt securities 836 83

104、6 885 885 Certificates of deposit and time deposits 4,550 4,550 4,253 4,253 Total$7,287$483$6,804$8,220$2,188$6,032$All of our money market funds were classified within Level I of the fair value hierarchy because they were valued using quoted prices in active markets.Our U.S.government securities,ce

105、rtificates of deposit,time deposits and corporate debt securities are classified within Level II of the fair value hierarchy and the market approach was used to determine fair value of these investments.13 Our cash,cash equivalents and investments classified by security type as of March 31,2023 and

106、December 31,2022 consisted of the following(in millions):March 31,2023 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Short-Term Investments Cash$15,115$15,115$15,115$Money market funds 483 483 483 U.S.government securities 1,420 (2)1,418 1,418 Corp

107、orate debt securities 852 1 (17)836 836 Certificates of deposit and time deposits 4,550 4,550 450 4,100 Total cash,cash equivalents and short-term investments$22,420$1$(19)$22,402$16,048$6,354 December 31,2022 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equi

108、valents Short-Term Investments Cash$13,965$13,965$13,965$Money market funds 2,188 2,188 2,188 U.S.government securities 897 (3)894 894 Corporate debt securities 907 (22)885 885 Certificates of deposit and time deposits 4,252 1 4,253 100 4,153 Total cash,cash equivalents and$22,209$1$(25)$22,185$16,2

109、53$5,932 short-term investments We record gross realized gains,losses and credit losses as a component of Other(expense)income,net in the consolidated statements of operations.For the three months ended March 31,2023 and 2022,we did not recognize any material gross realized gains,losses or credit lo

110、sses.The ending allowance balances for credit losses were immaterial as of March 31,2023 and December 31,2022.We have determined that the gross unrealized losses on our investments as of March 31,2023 and December 31,2022 were temporary in nature.The following table summarizes the fair value of our

111、investments by stated contractual maturities as of March 31,2023(in millions):Due in 1 year or less$5,637 Due in 1 year through 5 years 569 Due in 5 years through 10 years 148 Total$6,354 Disclosure of Fair ValuesOur financial instruments that are not re-measured at fair value include accounts recei

112、vable,financing receivables,digital assets,accounts payable,accrued liabilities,customer deposits and debt.The carrying values of these financial instruments approximate their fair values,other than our 2.00%Convertible Senior Notes due in 2024(“2024 Notes”)and digital assets.We estimate the fair va

113、lue of the 2024 Notes using commonly accepted valuation methodologies and market-based risk measurements that are indirectly observable,such as credit risk(Level II).In addition,we estimate the fair values of our digital assets based on quoted prices in active markets(Level I).The following table pr

114、esents the estimated fair values and the carrying values(in millions):March 31,2023 December 31,2022 Carrying Value Fair Value Carrying Value Fair Value 2024 Notes$37$375$37$223 Digital assets,net$184$325$184$191 14 Note 3 InventoryOur inventory consisted of the following(in millions):March 31,Decem

115、ber 31,2023 2022 Raw materials$6,405$6,137 Work in process 2,458 2,385 Finished goods(1)4,591 3,475 Service parts 921 842 Total$14,375$12,839 (1)Finished goods inventory includes vehicles in transit to fulfill customer orders,new vehicles available for sale,used vehicles and energy products availabl

116、e for sale.We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value.During the three months ended March 31,2023 and 2022,we recorded write-downs of$39 million and$26 million,respectively,in Cost of

117、revenues in the consolidated statements of operations.Note 4 Property,Plant and Equipment,NetOur property,plant and equipment,net,consisted of the following(in millions):March 31,December 31,2023 2022 Machinery,equipment,vehicles and office furniture$14,139$13,558 Tooling 2,696 2,579 Leasehold impro

118、vements 2,551 2,366 Land and buildings 8,144 7,751 Computer equipment,hardware and software 2,299 2,072 Construction in progress 4,894 4,263 34,723 32,589 Less:Accumulated depreciation (9,754)(9,041)Total$24,969$23,548 Construction in progress is primarily comprised of construction of Gigafactory Te

119、xas and Gigafactory Berlin-Brandenburg,and equipment and tooling related to the manufacturing of our products.Depreciation expense during the three months ended March 31,2023 and 2022 was$722 million and$551 million,respectively.Note 5 Accrued Liabilities and Other Our accrued liabilities and other

120、current liabilities consisted of the following(in millions):March 31,December 31,2023 2022 Accrued purchases(1)$2,640$2,747 Taxes payable(2)1,371 1,235 Payroll and related costs 1,064 1,026 Accrued warranty reserve,current portion 1,123 1,025 Sales return reserve,current portion 267 270 Operating le

121、ase liabilities,current portion 509 485 Other current liabilities 347 354 Total$7,321$7,142 (1)Accrued purchases primarily reflects receipts of goods and services for which we had not yet been invoiced.As we are invoiced for these goods and services,this balance will reduce and accounts payable will

122、 increase.(2)Taxes payable includes value added tax,income tax,sales tax,property tax and use tax payables.15 Note 6 Other Long-Term Liabilities Our other long-term liabilities consisted of the following(in millions):March 31,December 31,2023 2022 Operating lease liabilities$2,389$2,164 Accrued warr

123、anty reserve 2,842 2,480 Other non-current liabilities 748 686 Total other long-term liabilities$5,979$5,330 Note 7 Debt The following is a summary of our debt and finance leases as of March 31,2023(in millions):Unpaid Unused Net Carrying Value Principal Committed Contractual Contractual Current Lon

124、g-Term Balance Amount(1)Interest Rates Maturity DateRecourse debt:2024 Notes$37$37$2.00%May 2024RCF Credit Agreement 5,000 Not applicable January 2028Solar Bonds 7 7 4.70-5.75%March 2025-January 2031Total recourse debt 44 44 5,000 Non-recourse debt:Automotive Asset-backed Notes 903 410 1,317 0.36-4.

125、64%February 2024-September 2025Solar Asset-backed Notes 4 12 16 4.80%December 2026Cash Equity Debt 28 351 389 5.25-5.81%July 2033-January 2035Automotive Lease-backed Credit Facilities 155 Not applicable September 2024Total non-recourse debt 935 773 1,722 155 Total debt 935 817$1,766$5,155 Finance le

126、ases 469 455 Total debt and finance leases$1,404$1,272 The following is a summary of our debt and finance leases as of December 31,2022(in millions):Unpaid Unused Net Carrying Value Principal Committed Contractual Contractual Current Long-Term Balance Amount(2)Interest Rates Maturity DateRecourse de

127、bt:2024 Notes$37$37$2.00%May 2024Credit Agreement 2,266 Not applicable July 2023Solar Bonds 7 7 4.70-5.75%March 2025-January 2031Total recourse debt 44 44 2,266 Non-recourse debt:Automotive Asset-backed Notes 984 613 1,603 0.36-4.64%December 2023-September 2025Solar Asset-backed Notes 4 13 17 4.80%D

128、ecember 2026Cash Equity Debt 28 359 397 5.25-5.81%July 2033-January 2035Automotive Lease-backed Credit Facilities 151 Not applicable September 2024Total non-recourse debt 1,016 985 2,017 151 Total debt 1,016 1,029$2,061$2,417 Finance leases 486 568 Total debt and finance leases$1,502$1,597 (1)There

129、are no restrictions on draw-down or use for general corporate purposes with respect to any available committed funds under our credit facilities,except certain specified conditions prior to draw-down,including pledging our leased vehicles and our interests in those leases and as may be described bel

130、ow and in the notes to the consolidated financial statements included in our report on Form 10-K for the year ended December 31,2022.(2)There are no restrictions on draw-down or use for general corporate purposes with respect to any available committed funds under our credit facilities,except certai

131、n specified conditions prior to draw-down,including pledging to our lenders sufficient amounts of qualified receivables,inventories,leased vehicles and our interests in those leases or various other assets and as may be described in the notes to the consolidated financial statements included in our

132、report on Form 10-K for the year ended December 31,2022.Recourse debt refers to debt that is recourse to our general assets of the respective guarantors.Non-recourse debt refers to debt that is recourse to only assets of our subsidiaries.The differences between the unpaid principal balances and the

133、net carrying values are due to debt discounts or deferred financing costs.As of March 31,2023,we were in material compliance with all financial debt covenants.16 2024 NotesDuring the first quarter of 2023,the closing price of our common stock continued to exceed 130%of the applicable conversion pric

134、e of our 2024 Notes on at least 20 of the last 30 consecutive trading days of the quarter,causing the 2024 Notes to be convertible by their holders during the second quarter of 2023.Should the closing price conditions continue to be met in a future quarter for the 2024 Notes,the 2024 Notes will be c

135、onvertible at their holders option during the immediately following quarter.Note 8 Equity Incentive PlansOther Performance-Based Grants2021 Performance-Based Stock Option&Restricted Stock Unit(“RSU”)AwardsDuring the fourth quarter of 2021,the Compensation Committee of our Board of Directors granted

136、to certain employees performance-based RSUs and stock options to purchase an aggregate 2.2 million shares of our common stock,as adjusted to give effect to the 2022 Stock Split.As of March 31,2023,we had unrecognized stock-based compensation expense of$170 million,which will be recognized over a wei

137、ghted-average period of 3 years.For the three months ended March 31,2023 and 2022,we recorded$25 million and$69 million,respectively,of stock-based compensation expense related to this grant,net of forfeitures.Summary Stock-Based Compensation InformationThe following table summarizes our stock-based

138、 compensation expense by line item in the consolidated statements of operations(in millions):Three Months Ended March 31,2023 2022 Cost of revenues$192$131 Research and development 134 143 Selling,general and administrative 92 144 Total$418$418 Our income tax benefits recognized from stock-based com

139、pensation arrangements in each of the periods presented were immaterial due to cumulative losses and valuation allowances.Note 9 Commitments and ContingenciesOperating Lease Arrangements in Buffalo,New York and Shanghai,ChinaFor a description of our operating lease arrangements in Buffalo,New York,a

140、nd Shanghai,China,refer to Note 15,Commitments and Contingencies,in our Annual Report on Form 10-K for the year ended December 31,2022.As of March 31,2023,we expect to meet the requirements under these arrangements based on our current and anticipated level of operations.Legal ProceedingsLitigation

141、Relating to the SolarCity AcquisitionBetween September 1,2016 and October 5,2016,seven lawsuits were filed in the Delaware Court of Chancery by purported stockholders of Tesla challenging our acquisition of SolarCity Corporation(“SolarCity”).Following consolidation,the lawsuit names as defendants th

142、e members of Teslas board of directors as then constituted and alleges,among other things,that board members breached their fiduciary duties in connection with the acquisition.The complaint asserts both derivative claims and direct claims on behalf of a purported class and seeks,among other relief,u

143、nspecified monetary damages,attorneys fees and costs.On January 22,2020,all of the director defendants except Elon Musk reached a settlement to resolve the lawsuit against them for an amount to be paid entirely under the applicable insurance policy.The settlement,which does not involve an admission

144、of any wrongdoing by any party,was approved by the Court on August 17,2020.Tesla received payment of approximately$43 million on September 16,2020,which has been recognized in our consolidated statements of operations as a reduction to Selling,general and administrative operating expenses for costs

145、previously incurred related to the acquisition of SolarCity.The trial was held from July 12 to July 23,2021 and on August 16,2021.On October 22,2021,the Court approved the parties joint stipulation that(a)the class is decertified and the action shall continue exclusively as a derivative action under

146、 Court of Chancery Rule 23.1 and(b)the direct claims against Elon Musk are dismissed with prejudice.Following post-trial briefing,post-trial argument was held on January 18,2022.On April 27,2022,the Court entered judgment in favor of Mr.Musk on all counts.On May 26,2022,the plaintiff filed a notice

147、of appeal.Oral argument was held before the Supreme Court of Delaware on March 29,2023.These plaintiffs and others filed parallel actions in the U.S.District Court for the District of Delaware on or about April 21,2017.They include claims for violations of the federal securities laws and breach of f

148、iduciary duties by Teslas board of directors.Those actions have been consolidated and stayed pending the above-referenced Chancery Court litigation.17 Litigation Relating to 2018 CEO Performance AwardOn June 4,2018,a purported Tesla stockholder filed a putative class and derivative action in the Del

149、aware Court of Chancery against Elon Musk and the members of Teslas board of directors as then constituted,alleging corporate waste,unjust enrichment and that such board members breached their fiduciary duties by approving the stock-based compensation plan awarded to Elon Musk in 2018.The complaint

150、seeks,among other things,monetary damages and rescission or reformation of the stock-based compensation plan.On August 31,2018,defendants filed a motion to dismiss the complaint;plaintiff filed its opposition brief on November 1,2018;and defendants filed a reply brief on December 13,2018.The hearing

151、 on the motion to dismiss was held on May 9,2019.On September 20,2019,the Court granted the motion to dismiss as to the corporate waste claim but denied the motion as to the breach of fiduciary duty and unjust enrichment claims.Defendants answer was filed on December 3,2019.On January 25,2021,the Co

152、urt conditionally certified certain claims and a class of Tesla stockholders as a class action.On September 30,2021,plaintiff filed a motion for leave to file a verified amended derivative complaint.On October 1,2021,defendants Kimbal Musk and Steve Jurvetson moved for summary judgment as to the cla

153、ims against them.Following the motion,plaintiff agreed to voluntarily dismiss the claims against Kimbal Musk and Steve Jurvetson.Plaintiff also moved for summary judgment on October 1,2021.On October 27,2021,the Court approved the parties joint stipulation that,among other things,(a)all claims again

154、st Kimbal Musk and Steve Jurvetson in the Complaint are dismissed with prejudice;(b)the class is decertified and the action shall continue exclusively as a derivative action under Court of Chancery Rule 23.1;and(c)the direct claims against the remaining defendants are dismissed with prejudice.On Nov

155、ember 18,2021,the remaining defendants(a)moved for partial summary judgment,(b)opposed plaintiffs summary judgment motion and(c)opposed the plaintiffs motion to amend his complaint.In January 2022,the case was assigned to a different judge.On February 24,2022,the court(i)granted plaintiffs motion to

156、 amend his complaint,and(ii)canceled oral argument on the summary judgment motions,stating that the court is“skeptical that this litigation can be resolved based on the undisputed facts”and the“case is going to trial,”but that the“parties may reassert their arguments made in support of summary judgm

157、ent in their pre-trial and post-trial briefs.”Trial was held November 14-18,2022.Post-trial briefing and argument are now complete.Litigation Related to Directors CompensationOn June 17,2020,a purported Tesla stockholder filed a derivative action in the Delaware Court of Chancery,purportedly on beha

158、lf of Tesla,against certain of Teslas current and former directors regarding compensation awards granted to Teslas directors,other than Elon Musk,between 2017 and 2020.The suit asserts claims for breach of fiduciary duty and unjust enrichment and seeks declaratory and injunctive relief,unspecified d

159、amages and other relief.Defendants filed their answer on September 17,2020.Trial is currently set for November 27,2023,to December 1,2023.Litigation Relating to Potential Going Private TransactionBetween August 10,2018 and September 6,2018,nine purported stockholder class actions were filed against

160、Tesla and Elon Musk in connection with Mr.Musks August 7,2018 Twitter post that he was considering taking Tesla private.On January 16,2019,Plaintiffs filed their consolidated complaint in the United States District Court for the Northern District of California and added as defendants the members of

161、Teslas board of directors.The consolidated complaint asserts claims for violations of the federal securities laws and seeks unspecified damages and other relief.The parties stipulated to certification of a class of stockholders,which the court granted on November 25,2020.Trial started on January 17,

162、2023,and on February 3,2023,a jury rendered a verdict in favor of the defendants on all counts.After trial,plaintiffs filed a motion for judgment as a matter of law and a motion for new trial,which the defendants opposed.Between October 17,2018 and March 8,2021,seven derivative lawsuits were filed i

163、n the Delaware Court of Chancery,purportedly on behalf of Tesla,against Mr.Musk and the members of Teslas board of directors,as constituted at relevant times,in relation to statements made and actions connected to a potential going private transaction,with certain of the lawsuits challenging additio

164、nal Twitter posts by Mr.Musk,among other things.Five of those actions were consolidated,and all seven actions have been stayed pending resolution of the above-referenced consolidated purported stockholder class action.In addition to these cases,two derivative lawsuits were filed on October 25,2018 a

165、nd February 11,2019 in the U.S.District Court for the District of Delaware,purportedly on behalf of Tesla,against Mr.Musk and the members of the Tesla board of directors as then constituted.Those cases have also been consolidated and stayed pending the entry of judgment in the above-referenced conso

166、lidated purported stockholder class action.On October 21,2022,a lawsuit was filed in the Delaware Court of Chancery by a purported shareholder of Tesla alleging,among other things,that board members breached their fiduciary duties in connection with their oversight of the Companys 2018 settlement wi

167、th the SEC,as amended.Among other things,the plaintiff seeks reforms to the Companys corporate governance and internal procedures,unspecified damages,and attorneys fees.The parties reached an agreement to stay the case until June 5,2023.18 On November 15,2021,JPMorgan Chase Bank(“JP Morgan”)filed a

168、lawsuit against Tesla in the Southern District of New York alleging breach of a stock warrant agreement that was entered into as part of a convertible notes offering in 2014.In 2018,JP Morgan informed Tesla that it had adjusted the strike price based upon Mr.Musks August 7,2018 Twitter post that he

169、was considering taking Tesla private.Tesla disputed JP Morgans adjustment as a violation of the parties agreement.In 2021,Tesla delivered shares to JP Morgan per the agreement,which they duly accepted.JP Morgan now alleges that it is owed approximately$162 million as the value of additional shares t

170、hat it claims should have been delivered as a result of the adjustment to the strike price in 2018.On January 24,2022,Tesla filed multiple counterclaims as part of its answer to the underlying lawsuit,asserting among other points that JP Morgan should have terminated the stock warrant agreement in 2

171、018 rather than make an adjustment to the strike price that it should have known would lead to a commercially unreasonable result.Tesla believes that the adjustments made by JP Morgan were neither proper nor commercially reasonable,as required under the stock warrant agreements.JP Morgan filed a mot

172、ion for judgment on the pleadings,which Tesla opposed,and that motion is currently pending before the Court.Litigation and Investigations Relating to Alleged Discrimination and HarassmentOn October 4,2021,in a case captioned Diaz v.Tesla,a jury in the Northern District of California returned a verdi

173、ct against Tesla on claims by a former contingent worker that he was subjected to race discrimination while assigned to work at Teslas Fremont Factory from 2015-2016.On November 16,2021,Tesla filed a post-trial motion for relief that included a request for a new trial or reduction of the jurys damag

174、es.On April 13,2022,the Court granted Teslas motion in part,reducing the total damages and conditionally denied the motion for a new trial subject to the plaintiffs acceptance of the reduced award.On June 21,2022,the plaintiff rejected the reduced award and,as a result,on June 27,2022,the Court orde

175、red a new trial on damages only,which commenced on March 27,2023,after which a jury returned a verdict of$3,175,000.As a result,the damages awarded against Tesla were reduced from an initial$136.9 million(October 4,2021)down to$15 million(April 13,2022),and then further down to$3.175 million(April 3

176、,2023).On February 9,2022,shortly after the first Diaz jury verdict,the California Civil Rights Department(”CRD,”formerly“DFEH”)filed a civil complaint against Tesla in Alameda County,California Superior Court,alleging systemic race discrimination,hostile work environment and pay equity claims,among

177、 others.CRDs amended complaint seeks monetary damages and injunctive relief.On September 22,2022,Tesla filed a cross complaint against CRD,alleging that it violated the Administrative Procedures Act by failing to follow statutory pre-requisites prior to filing suit and that cross complaint was subje

178、ct to a sustained demurrer,which Tesla later amended and refiled.The case is now in discovery.Additionally,on June 1,2022 the Equal Employment Opportunity Commission(“EEOC”)issued a cause finding against Tesla that closely parallels the CRDs allegations.Tesla will engage in a mandatory mediation wit

179、h the EEOC in June 2023.On June 16,2022,two Tesla stockholders filed separate derivative actions in the U.S.District Court for the Western District of Texas,purportedly on behalf of Tesla,against certain of Teslas current and former directors.Both suits assert claims for breach of fiduciary duty,unj

180、ust enrichment,and violation of the federal securities laws in connection with alleged race and gender discrimination and sexual harassment.Among other things,plaintiffs seek declaratory and injunctive relief,unspecified damages payable to Tesla,and attorneys fees.On July 22,2022,the Court consolida

181、ted the two cases and on September 6,2022,plaintiffs filed a consolidated complaint.On November 7,2022,the defendants filed a motion to dismiss the case.Plaintiffs filed a response of January 13,2023,and the defendants replied on February 17,2023.Other Litigation Related to Our Products and Services

182、We are also subject to various lawsuits,including proposed class actions,that seek monetary and other injunctive relief.For example,on September 14,2022,a proposed class action was filed against Tesla,Inc.and related entities in the U.S.District Court for the Northern District of California,alleging

183、 various claims about the Companys driver assistance technology systems under state and federal law.This case was later consolidated with several other proposed class actions,and a Consolidated Amended Complaint was filed on October 28,2022,which seeks damages and other relief on behalf of all perso

184、ns who purchased or leased from Tesla between January 1,2016 to the present.On October 5,2022 a proposed class action complaint was filed in the U.S.District Court for the Eastern District of New York asserting similar state and federal law claims against the same defendants.On March 22,2023,the pla

185、intiffs in the California consolidated action filed a motion for a preliminary injunction to order Tesla to(1)cease using the term“Full Self-Driving Capability”(FSDC),(2)cease the sale and activation of FSDC and deactivate FSDC on Tesla vehicles,and(3)provide certain notices to consumers about propo

186、sed court-findings about the accuracy of the use of the terms Autopilot and FSDC.19 On February 27,2023,a proposed class action was filed in the U.S.District Court for the Northern District of California against Tesla,Inc.,Elon Musk and certain current and former Company executives.The complaint all

187、eges that the defendants made material misrepresentations and omissions about the Companys Autopilot and FSDC technologies and seeks money damages and other relief on behalf of persons who purchased Tesla stock between February 19,2019 and February 17,2023.On April 13,2023,a putative Tesla sharehold

188、er filed a related shareholder derivative complaint against the members of Teslas board of directors and certain current and former executives,alleging contribution for violations of the federal securities law,breach of fiduciary duties,waste,and unjust enrichment.The complaint asserts derivative cl

189、aims and seeks,among other relief,unspecified monetary damages,attorneys fees and costs.On March 14,2023 a proposed class action was filed in the U.S.District Court for the Northern District of California.Several similar complaints have also been filed in the same court.These complaints allege that

190、Tesla violates federal antitrust and warranty laws through its repair,service,and maintenance practices and seeks,among other relief,damages for persons who paid Tesla for repairs services or Tesla compatible replacement parts from March 2019 to March 2023.The Company intends to vigorously defend it

191、self in these matters;however,we cannot predict the outcome or impact.We are unable to reasonably estimate the possible loss or range of loss,if any,associated with these claims,unless noted.Certain Investigations and Other MattersWe receive requests for information from regulators and governmental

192、authorities,such as the National Highway Traffic Safety Administration,the National Transportation Safety Board,the SEC,the Department of Justice(“DOJ”)and various state,federal,and international agencies.We routinely cooperate with such regulatory and governmental requests,including subpoenas,forma

193、l and informal requests and other investigations and inquiries.For example,the SEC had issued subpoenas to Tesla in connection with Elon Musks prior statement that he was considering taking Tesla private.The take-private investigation was resolved and closed with a settlement entered into with the S

194、EC in September 2018 and as further clarified in April 2019 in an amendment.The SEC also has periodically issued subpoenas to us seeking information on our governance processes around compliance with the SEC settlement,as amended.Separately,the company has received requests from the DOJ for document

195、s related to Teslas Autopilot and FSD features.To our knowledge no government agency in any ongoing investigation has concluded that any wrongdoing occurred.We cannot predict the outcome or impact of any ongoing matters.Should the government decide to pursue an enforcement action,there exists the po

196、ssibility of a material adverse impact on our business,results of operation,prospects,cash flows and financial position.We are also subject to various other legal proceedings and claims that arise from the normal course of business activities.If an unfavorable ruling or development were to occur,the

197、re exists the possibility of a material adverse impact on our business,results of operations,prospects,cash flows,financial position and brand.20 Note 10 Variable Interest Entity ArrangementsThe aggregate carrying values of the variable interest entities assets and liabilities,after elimination of a

198、ny intercompany transactions and balances,in the consolidated balance sheets were as follows(in millions):March 31,December 31,2023 2022 Assets Current assets Cash and cash equivalents$58$68 Accounts receivable,net 29 22 Prepaid expenses and other current assets 265 274 Total current assets 352 364

199、Solar energy systems,net 4,014 4,060 Other non-current assets 390 404 Total assets$4,756$4,828 Liabilities Current liabilities Accrued liabilities and other$59$69 Deferred revenue 9 10 Current portion of debt and finance leases 931 1,013 Total current liabilities 999 1,092 Deferred revenue,net of cu

200、rrent portion 148 149 Debt and finance leases,net of current portion 761 971 Other long-term liabilities 3 3 Total liabilities$1,911$2,215 Note 11 Segment Reporting and Information about Geographic AreasWe have two operating and reportable segments:(i)automotive and(ii)energy generation and storage.

201、The following table presents revenues and gross profit by reportable segment(in millions):Three Months Ended March 31,2023 2022 Automotive segment Revenues$21,800$18,140 Gross profit$4,343$5,532 Energy generation and storage segment Revenues$1,529$616 Gross profit$168$(72)The following table present

202、s revenues by geographic area based on the sales location of our products(in millions):Three Months Ended March 31,2023 2022 United States$11,247$8,734 China 4,891 4,650 Other international 7,191 5,372 Total$23,329$18,756 The following table presents long-lived assets by geographic area(in millions)

203、:March 31,December 31,2023 2022 United States$22,613$21,667 Germany 3,850 3,547 China 2,953 2,978 Other international 980 845 Total$30,396$29,037 21 The following table presents inventory by reportable segment(in millions):March 31,December 31,2023 2022 Automotive$12,538$10,996 Energy generation and

204、 storage 1,837 1,843 Total$14,375$12,839 22 ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quart

205、erly Report on Form 10-Q.OverviewOur mission is to accelerate the worlds 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

206、,financial and other services related to our products.Additionally,we are increasingly focused on products and services based on artificial intelligence,robotics and automation.In 2023,we produced 440,808 consumer vehicles and delivered 422,875 consumer vehicles through the first quarter.We are curr

207、ently focused on increasing vehicle production,capacity and delivery capabilities,reducing costs,improving and developing battery technologies,improving our FSD capabilities,increasing the affordability and efficiency of our vehicles,bringing new products to market and expanding our global infrastru

208、cture.In 2023,we deployed 3.89 GWh of energy storage products and 67 megawatts of solar energy systems through the first quarter.We are currently focused on ramping production of energy storage products,improving our Solar Roof installation capability and efficiency,and increasing market share of re

209、trofit solar energy systems.During the three months ended March 31,2023,we recognized total revenues of$23.33 billion,representing an increase of$4.57 billion,compared to the prior year.We continue to ramp production,build new manufacturing capacity and expand our operations to enable increased deli

210、veries and deployments of our products and further revenue growth.During the three months ended March 31,2023,our net income attributable to common stockholders was$2.51 billion,representing an unfavorable change of$805 million,compared to the prior year.We continue to focus on improving our profita

211、bility through production and operational efficiencies.We ended the first quarter of 2023 with$22.40 billion in cash and cash equivalents and investments,representing an increase of$217 million from the end of 2022.Our cash flows provided by operating activities during the three months ended March 2

212、023 and 2022 were$2.51 billion and$4.00 billion,respectively,representing a decrease of$1.48 billion.Capital expenditures amounted to$2.07 billion during the three months ended March 31,2023,compared to$1.77 billion during the same period ended March 31,2022.Sustained growth has allowed our business

213、 to generally fund itself,and we will continue investing in a number of capital-intensive projects in upcoming periods.Management Opportunities,Challenges and Uncertainties and 2023 OutlookAutomotiveProduction The following is a summary of the status of production of each of our announced vehicle mo

214、dels in production and under development,as of the date of this Quarterly Report on Form 10-Q:Production Location Vehicle Model(s)Production StatusFremont Factory Model S/Model X Active Model 3/Model Y ActiveGigafactory Shanghai Model 3/Model Y ActiveGigafactory Berlin-Brandenburg Model Y ActiveGiga

215、factory Texas Model Y Active Cybertruck Tooling Gigafactory Nevada Tesla Semi Pilot productionTBD Tesla Roadster In developmentTBD Robotaxi&Others In development We are focused on growing our manufacturing capacity,which includes ramping all of our production vehicles to their installed production c

216、apacities as well as increasing production rate,efficiency and capacity at our current factories.The next phase of production growth will depend on the ramp at Gigafactory Berlin-Brandenburg and Gigafactory Texas,as well as our ability to add to our available sources of battery cell supply by manufa

217、cturing our own cells that we are developing to have high-volume output,lower capital and production costs and longer range.Our goals are to improve vehicle performance,decrease production costs and increase affordability and customer awareness.23 However,these plans are subject to uncertainties inh

218、erent in establishing and ramping manufacturing operations,which may be exacerbated by the new product and manufacturing technologies we are introducing,the number of concurrent international projects,any industry-wide component constraints,labor shortages and any future impact from events outside o

219、f our control such as the COVID-19 pandemic.Moreover,we have set 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.AutomotiveDemand,Sales,Deliveries and InfrastructureOur cost reducti

220、on efforts,cost innovation strategies,and additional localized procurement and manufacturing are key to our vehicles affordability,and for example,have allowed us to competitively price our vehicles.We will also continue to generate demand and brand awareness by improving our vehicles performance an

221、d functionality,including through products based on artificial intelligence such as Autopilot and FSD,and other software features,and delivering new vehicles,such as our upcoming Cybertruck.Moreover,we expect to continue to benefit from ongoing electrification of the automotive sector and increasing

222、 environmental awareness.However,we operate in a cyclical industry that is sensitive to political and regulatory uncertainty,including with respect to trade and the environment,all of which can be compounded by inflationary pressures,rising energy prices,increases in interest rates and the liquidity

223、 of enterprise customers.For example,inflationary pressures have increased across the markets in which we operate.In an effort to curb this trend,central banks in developed countries raised interest rates rapidly and substantially,impacting the affordability of vehicle lease and finance arrangements

224、.Further,sales of vehicles in the automotive industry also tend to be cyclical in many markets,which may expose us to increased volatility as we expand and adjust our operations.Moreover,as additional competitors enter the marketplace and help bring the world closer to sustainable transportation,we

225、will have to adjust and continue to execute well to maintain our momentum.These macroeconomic and industry trends have had,and will likely continue to have,an impact on the pricing of,and order rate for our vehicles,and in turn our operating margin.We will continue to adjust accordingly to such deve

226、lopments,and we believe our ongoing cost reduction,including improved production innovation and efficiency at our newest factories and lower logistics costs,and focus on operating leverage will continue to benefit us in relation to our competitors.As our production increases,we must work constantly

227、to similarly increase vehicle delivery capability so that it does not become a bottleneck on our total deliveries.We are also committed to reducing the percentage of vehicles delivered in the third month of each quarter,which will help to reduce the cost per vehicle.As we expand our manufacturing op

228、erations globally,we will also have to continue to increase and staff our delivery,servicing and charging infrastructure accordingly,maintain our vehicle reliability and optimize our Supercharger locations to ensure cost effectiveness and customer satisfaction.In particular,we remain focused on incr

229、easing 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

230、 meet high levels of demand,including the announcement of a new Megafactory in Shanghai.For Megapack,energy storage deployments can vary meaningfully quarter to quarter depending on the timing of specific project milestones.For Powerwall,better availability and growing grid stability concerns drive

231、higher customer interest.We remain committed to growing our retrofit solar energy business by offering a low-cost and simplified online ordering experience.In addition,we continue to seek to improve our installation capabilities and price efficiencies for Solar Roof.As these product lines grow,we wi

232、ll 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.24 Cash Flow and Capital Expenditure Trends Our capital expenditures are typically difficult to project beyond the short-

233、term given the number and breadth of our core projects at any given time,and may further be impacted by uncertainties in future global market conditions.We are simultaneously ramping new products,ramping manufacturing facilities on three continents,piloting the development and manufacture of new bat

234、tery cell technologies and investing in autonomy and other artificial intelligence enabled products,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

235、efficiencies and the addition of new projects.Owing and subject to the foregoing as well as the pipeline of announced projects under development,all other continuing infrastructure growth and varying levels of inflation,we currently expect our capital expenditures to be between$7.00 to$9.00 billion

236、in 2023 and in each of the following 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 sale

237、s growth is also facilitating positive cash generation.We have and will continue to utilize such cash flows,among other things,to do more vertical integration,expand our product roadmap and provide financing options to our customers.On the other hand,we are likely to see heightened levels of capital

238、 expenditures during certain periods depending on the specific pace of our capital-intensive projects and rising material prices and increasing supply chain and labor expenses resulting from changes in global trade conditions and labor availability associated with the COVID-19 pandemic.Overall,we ex

239、pect our ability to be self-funding to continue as long as macroeconomic factors support current trends in our sales.Critical Accounting Policies and EstimatesFor a description of our critical accounting policies and estimates,refer to Part II,Item 7,Critical Accounting Policies and Estimates in our

240、 Annual Report on Form 10-K for the year ended December 31,2022.There have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31,2022.Recent Accounting PronouncementsSee Note 1,Summary of Significant Accounting

241、Policies,to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.Results of Operations Revenues Three Months Ended March 31,Change(Dollars in millions)2023 2022$%Automotive sales$18,878$15,514$3,364 22%Automotive regulatory credits 521 679 (158)(23)%Automoti

242、ve leasing 564 668 (104)(16)%Total automotive revenues 19,963 16,861 3,102 18%Services and other 1,837 1,279 558 44%Total automotive&services and other segment revenue 21,800 18,140 3,660 20%Energy generation and storage segment revenue 1,529 616 913 148%Total revenues$23,329$18,756$4,573 24%25 Auto

243、motive&Services and Other SegmentAutomotive sales revenue increased$3.36 billion,or 22%,in the three months ended March 31,2023 as compared to the three months ended March 31,2022,primarily due to an increase of 108,378 combined Model 3 and Model Y deliveries year over year despite a negative impact

244、 from the United States dollar strengthening against other foreign currencies in the three months ended March 31,2023 as compared to the prior period.This was achieved from production ramping of Model Y at Gigafactory Shanghai,Gigafactory Berlin-Brandenburg,Gigafactory Texas and the Fremont Factory.

245、This increase was partially offset by lower average selling price on our vehicles driven by overall price reductions year over year.There was also a decrease of 2,630 Model S and Model X deliveries year over year.Automotive regulatory credits revenue decreased$158 million,or 23%,in the three months

246、ended March 31,2023 as compared to the three months ended March 31,2022.We recognized$288 million in revenue in the first quarter of 2022 primarily due to changes in regulation which entitled us to additional consideration for credits sold previously,in the absence of which we had an increase in aut

247、omotive regulatory credits revenue year over year.This increase was primarily due to the increase in volume as well as the regional mix of the credits sold.Automotive leasing revenue decreased$104 million,or 16%,in the three months ended March 31,2023 as compared to the three months ended March 31,2

248、022.The change is primarily due to a decrease in direct sales-type leasing revenue driven by lower deliveries year over year.This was partially offset by an increase from the growing portfolio of our direct operating lease program.Services and other revenue increased$558 million,or 44%,in the three

249、months ended March 31,2023 as compared to the three months ended March 31,2022.The change is primarily due to an increase in used vehicle revenue driven by increases in volume offset by decreases in average selling price of used Tesla and non-Tesla vehicles,non-warranty maintenance services revenue

250、as our fleet continues to grow,paid Supercharging revenue,insurance services revenue and retail merchandise revenue.Energy Generation and Storage SegmentEnergy generation and storage revenue increased$913 million,or 148%,in the three months ended March 31,2023 as compared to the three months ended M

251、arch 31,2022,primarily due to an increase in deployments of Megapack,higher solar cash and loan deployments at a higher average selling price,as well as increase in deployments of Powerwall at a higher average selling price,year over year.Cost of Revenues and Gross Margin Three Months Ended March 31

252、,Change(Dollars in millions)2023 2022$%Cost of revenues Automotive sales$15,422$10,914$4,508 41%Automotive leasing 333 408 (75)(18)%Total automotive cost of revenues 15,755 11,322 4,433 39%Services and other 1,702 1,286 416 32%Total automotive&services and other segment cost of revenues 17,457 12,60

253、8 4,849 38%Energy generation and storage segment 1,361 688 673 98%Total cost of revenues$18,818$13,296$5,522 42%Gross profit total automotive$4,208$5,539 Gross margin total automotive 21.1%32.9%Gross profit total automotive&services and other segment$4,343$5,532 Gross margin total automotive&service

254、s and other segment 19.9%30.5%Gross profit energy generation and storage segment$168$(72)Gross margin energy generation and storage segment 11.0%(11.7)%Total gross profit$4,511$5,460 Total gross margin 19.3%29.1%26 Automotive&Services and Other SegmentCost of automotive sales revenue increased$4.51

255、billion,or 41%,in the three months ended March 31,2023 as compared to the three months ended March 31,2022,in line with the growth in deliveries year over year,as discussed above.Further,the average combined cost per unit of our vehicles increased year over year due to increasing prices of raw mater

256、ials,manufacturing,logistics and warranty costs.These costs were partially offset by manufacturing credits earned as part of the IRA during the three months ended March 31,2023.There were also idle capacity charges primarily related to the ramping up of production in Gigafactory Texas and our propri

257、etary battery cells manufacturing during the three months ended March 31,2023.We had also incurred costs related to the ramp up of production in Gigafactory Berlin-Brandenburg during the three months ended March 31,2022.These increases in costs of revenue were positively impacted by the United State

258、s dollar strengthening against other foreign currencies in the three months ended March 31,2023 as compared to the prior period.Cost of automotive leasing revenue decreased$75 million,or 18%,in the three months ended March 31,2023 as compared to the three months ended March 31,2022,primarily due to

259、a decrease in direct sales-type leasing cost of revenue driven by lower deliveries year over year.This was partially offset by an increase in cost of revenue from the growing portfolio of our direct operating lease program.Cost of services and other revenue increased$416 million,or 32%,in the three

260、months ended March 31,2023 as compared to the three months ended March 31,2022.The change is primarily due to an increase in used vehicle cost of revenue driven by increases in volume offset by a decrease in costs of used Tesla and non-Tesla vehicle sales,an increase in non-warranty maintenance serv

261、ice cost of revenue,and an increase in costs of paid Supercharging,insurance services and retail merchandise.Gross margin for total automotive decreased from 32.9%to 21.1%in the three months ended March 31,2023 as compared to the three months ended March 31,2022.This was driven by the changes in aut

262、omotive sales revenue and cost of automotive sales revenue,as well as a decrease in regulatory credits revenue,as discussed earlier.Gross margin for total automotive&services and other segment decreased from 30.5%to 19.9%in the three months ended March 31,2023 as compared to the three months ended M

263、arch 31,2022,primarily due to the automotive gross margin decrease discussed above,partially offset by an improvement in our services and other gross margin.Additionally,services and other was a higher percentage of the segment gross margin during the first quarter of 2023 as compared to the prior y

264、ear.Energy Generation and Storage SegmentCost of energy generation and storage revenue increased$673 million,or 98%,in the three months ended March 31,2023 as compared to the three months ended March 31,2022,primarily due to increase in deployments of Megapack,increase in solar cash and loan deploym

265、ents at a higher average cost due to increased component costs,as well as increase in deployments of Powerwall.Gross margin for energy generation and storage improved from-11.7%to 11.0%in the three months ended March 31,2023 as compared to the three months ended March 31,2022.This was driven by the

266、growth in energy generation and storage revenue and cost of energy generation and storage revenue as discussed above.Additionally,there was a higher proportion of energy storage sales,which operated at a higher gross margin,within the segment.27 Research and Development Expense Three Months Ended Ma

267、rch 31,Change(Dollars in millions)2023 2022$%Research and development$771$865$(94)(11)%As a percentage of revenues 3%5%Research and development(“R&D”)expenses decreased$94 million,or 11%,in the three months ended March 31,2023 as compared to the three months ended March 31,2022.The overall decrease

268、was primarily driven by additional costs in the three months ended March 31,2022 as compared to the current period,as we were in the pre-production phase at Gigafactory Texas and started production at Gigafactory Berlin-Brandenburg only closer to the end of the first quarter of 2022.R&D expenses as

269、a percentage of revenue decreased from 5%to 3%in the three months ended March 31,2023 as compared to the three months ended March 31,2022.Our R&D expenses have decreased as a proportion of total revenues despite expanding product roadmap and technologies.Selling,General and Administrative Expense Th

270、ree Months Ended March 31,Change(Dollars in millions)2023 2022$%Selling,general and administrative$1,076$992$84 8%As a percentage of revenues 5%5%Selling,general and administrative(“SG&A”)expenses increased$84 million,or 8%,in the three months ended March 31,2023 as compared to the three months ende

271、d March 31,2022.This was driven by a$84 million increase in facilities-related expenses and a$49 million increase in employee and labor costs primarily from increased headcount,including professional services.These increases were offset by a decrease of$52 million in stock-based compensation expense

272、,most of which is attributable to the lower stock-based compensation expense of$48 million on the 2018 CEO Performance Award which was fully expensed as of December 31,2022.Interest Income Three Months Ended March 31,Change(Dollars in millions)2023 2022$%Interest income$213$28$185 661%Interest incom

273、e increased$185 million,or 661%,in the three months ended March 31,2023 as compared to the three months ended March 31,2022.This increase was primarily due to higher interest earned on our cash and cash equivalents and short-term investments during the three months ended March 31,2023 as compared to

274、 the prior period.This was driven by an increase in our short-term investments balance and rising interest rates.Other(Expense)Income,Net Three Months Ended March 31,Change(Dollars in millions)2023 2022$%Other(expense)income,net$(48)$56$(104)Not meaningful Other(expense)income,net,changed unfavorabl

275、y by$104 million in the three months ended March 31,2023 as compared to the three months ended March 31,2022.The change is primarily due to fluctuations in foreign currency exchange rates.28 Provision for Income Taxes Three Months Ended March 31,Change(Dollars in millions)2023 2022$%Provision for in

276、come taxes$261$346$(85)(25)%Effective tax rate 9%10%Our provision for income taxes decreased by$85 million,or 25%,in the three months ended March 31,2023 as compared to the three months ended March 31,2022,primarily due to the change in our pre-tax income year over year.Our effective tax rate decrea

277、sed from 10%to 9%in the three months ended March 31,2023 as compared to the three months ended March 31,2022,primarily due to changes in mix of jurisdictional earnings.See Note 1,Summary of Significant Accounting Policies,to the consolidated financial statements included elsewhere in this Quarterly

278、Report on Form 10-Q for further details.Liquidity and Capital ResourcesWe expect to continue to generate net positive operating cash flow as we have done in the last four fiscal years.The cash we generate from our core operations enables us to fund ongoing operations and production,our research and

279、development projects for new products and technologies including our proprietary battery cells,additional manufacturing ramps at existing manufacturing facilities such as the Fremont Factory,Gigafactory Nevada,Gigafactory Shanghai and Gigafactory New York,the ramp of Gigafactory Berlin-Brandenburg a

280、nd Gigafactory Texas,the construction of future factories,and the continued expansion of our retail and service locations,body shops,Mobile Service fleet,Supercharger network,energy product installation capabilities and autonomy and other artificial intelligence enabled products.In addition,because

281、a large portion of our future expenditures will be to fund our growth,we expect that if needed we will be able to adjust our capital and operating expenditures by operating segment.For example,if our near-term manufacturing operations decrease in scale or ramp more slowly than expected,including due

282、 to global economic or business conditions,we may choose to correspondingly slow the pace of our capital expenditures.Finally,we continually evaluate our cash needs and may decide it is best to raise additional capital or seek alternative financing sources to fund the rapid growth of our business,in

283、cluding through drawdowns on existing or new debt facilities or financing funds.Conversely,we may also from time to time determine that it is in our best interests to voluntarily repay certain indebtedness early.Accordingly,we believe that our current sources of funds will provide us with adequate l

284、iquidity during the 12-month period following March 31,2023,as well as in the long-term.See the sections below for more details regarding the material requirements for cash in our business and our sources of liquidity to meet such needs.Material Cash RequirementsFrom time to time in the ordinary cou

285、rse of business,we enter into agreements with vendors for the purchase of components and raw materials to be used in the manufacture of our products.However,due to contractual terms,variability in the precise growth curves of our development and production ramps,and opportunities to renegotiate pric

286、ing,we generally do not have binding and enforceable purchase orders under such contracts beyond the short-term,and the timing and magnitude of purchase orders beyond such period is difficult to accurately project.As discussed in and subject to the considerations referenced in Part I,Item 2,Manageme

287、nts Discussion and Analysis of Financial Condition and Results of OperationsManagement Opportunities,Challenges and Uncertainties and 2023 OutlookCash Flow and Capital Expenditure Trends in this Quarterly Report on Form 10-Q,we currently expect our capital expenditures to support our projects global

288、ly to be between$7.00 to$9.00 billion in 2023 and in each of the following two fiscal years.We also have certain obligations in connection with our operations at Gigafactory New York and Gigafactory Shanghai,as outlined in Part II,Item 7,Managements Discussion and Analysis of Financial Condition and

289、 Results of OperationsLiquidity and Capital ResourcesMaterial Cash Requirements in our Annual Report on Form 10-K for the year ended December 31,2022.As of March 31,2023,we and our subsidiaries had outstanding$1.77 billion in aggregate principal amount of indebtedness,of which$939 million is schedul

290、ed to become due in the succeeding 12 months.For details regarding our indebtedness,refer to Note 7,Debt,to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.29 Sources and Conditions of LiquidityOur sources to fund our material cash requirements are pred

291、ominantly from our deliveries and servicing of new and used vehicles,sales and installations of our energy storage products and solar energy systems,proceeds from debt facilities and proceeds from equity offerings,when applicable.As of March 31,2023,we had$16.05 billion and$6.35 billion of cash and

292、cash equivalents and short-term investments,respectively.Balances held in foreign currencies had a U.S.dollar equivalent of$4.26 billion and consisted primarily of Chinese yuan,euros and Canadian dollar.We had$5.16 billion of unused committed amounts under our credit facilities as of March 31,2023.C

293、ertain of such unused committed amounts are subject to satisfying specified conditions prior to draw-down(such as pledging to leased vehicles and our interests in those leases).For details regarding our indebtedness,refer to Note 7,Debt,to the consolidated financial statements included elsewhere in

294、this Quarterly Report on Form 10-Q.We continue adapting our strategy to meet our liquidity and risk objectives,such as investing in U.S.government and other investments,to do more vertical integration,expand our product roadmap and provide financing options to our customers.Summary of Cash Flows Thr

295、ee Months Ended March 31,(Dollars in millions)2023 2022 Net cash provided by operating activities$2,513$3,995 Net cash used in investing activities$(2,484)$(2,167)Net cash used in financing activities$(233)$(1,914)Cash Flows from Operating ActivitiesNet cash provided by operating activities decrease

296、d by$1.48 billion to$2.51 billion during the three months ended March 31,2023 from$4.00 billion during the three months ended March 31,2022.This decrease was primarily due to the overall increase in net operating assets and liabilities of$928 million and the decrease in net income excluding non-cash

297、 expenses,gains and losses of$554 million.The increase in our net operating assets and liabilities was mainly driven by a larger increase of inventory in the three months ended March 31,2023 as compared to the three months ended March 31,2022.Cash Flows from Investing ActivitiesCash flows from inves

298、ting activities and their variability across each period related primarily to capital expenditures,which were$2.07 billion for the three months ended March 31,2023 and$1.77 billion for the three months ended March 31,2022,mainly for the expansions of Gigafactory Texas,the Fremont Factory,Gigafactory

299、 Berlin-Brandenburg,and Gigafactory Shanghai.We also purchased$411 million and$386 million of investments,net of proceeds from maturities,for the three months ended March 31,2023 and March 31,2022,respectively.Cash Flows from Financing ActivitiesNet cash used in financing activities decreased by$1.6

300、8 billion to$233 million during the three months ended March 31,2023 from$1.91 billion during the three months ended March 31,2022.The decrease was primarily due to a$1.64 billion decrease in repayments of convertible and other debt.See Note 7,Debt,to the consolidated financial statements included e

301、lsewhere in this Quarterly Report on Form 10-Q for further details regarding our debt obligations.30 ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKForeign Currency RiskWe transact business globally in multiple currencies and hence have foreign currency risks related to our revenue

302、,costs of revenue,operating expenses and localized subsidiary debt denominated in currencies other than the U.S.dollar(primarily the Chinese yuan,euro,Australian dollar and Canadian dollar in relation to our current year operations).In general,we are a net receiver of currencies other than the U.S.d

303、ollar for our foreign subsidiaries.Accordingly,changes in exchange rates affect our revenue and other operating results as expressed in U.S.dollars as we do not typically hedge foreign currency risk.We have also experienced,and will continue to experience,fluctuations in our net income as a result o

304、f gains(losses)on the settlement and the re-measurement of monetary assets and liabilities denominated in currencies that are not the local currency(primarily consisting of our intercompany and cash and cash equivalents balances).We considered the historical trends in foreign currency exchange rates

305、 and determined that it is reasonably possible that adverse changes in foreign currency exchange rates of 10%for all currencies could be experienced in the near-term.These changes were applied to our total monetary assets and liabilities denominated in currencies other than our local currencies at t

306、he balance sheet date to compute the impact these changes would have had on our net income before income taxes.These changes would have resulted in a gain or loss of$435 million at March 31,2023 and$473 million at December 31,2022,assuming no foreign currency hedging.ITEM 4.CONTROLS AND PROCEDURESEv

307、aluation of Disclosure Controls and ProceduresOur management,with the participation of our Chief Executive Officer and our Chief Financial Officer,evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934,as amended(the“Ex

308、change Act”).In designing and evaluating the disclosure controls and procedures,our management recognizes that any controls and procedures,no matter how well designed and operated,can provide only reasonable assurance of achieving the desired control objectives.In addition,the design of disclosure c

309、ontrols and procedures must reflect the fact that there are resource constraints and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.Based on this evaluation,our Chief Executive Officer and our Chief Financi

310、al Officer concluded that,as of March 31,2023,our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded,

311、processed,summarized and reported within the time periods specified in the SEC rules and forms,and that such information is accumulated and communicated to our management,including our Chief Executive Officer and our Chief Financial Officer,as appropriate,to allow timely decisions regarding required

312、 disclosures.Changes in Internal Control over Financial ReportingThere was no change in our internal control over financial reporting that occurred during the quarter ended March 31,2023,which has materially affected,or is reasonably likely to materially affect,our internal control over financial re

313、porting.31 PART II.OTHER INFORMATIONITEM 1.LEGAL PROCEEDINGSFor a description of our material pending legal proceedings,please see Note 9,Commitments and Contingencies,to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.In addition,each of the matters be

314、low is being disclosed pursuant to Item 103 of Regulation S-K because it relates to environmental regulations and aggregate civil penalties that we currently believe could potentially exceed$1 million.We believe that any proceeding that is material to our business or financial condition is likely to

315、 have potential penalties far in excess of such amount.District attorneys in certain California counties conducted an investigation into Teslas waste segregation practices pursuant to Cal.Health&Saf.Code section 25100 et seq.and Cal.Civil Code 1798.80.Tesla has implemented various remedial measures,

316、including conducting training and audits,and enhancements to its site waste management programs.While the outcome of this matter cannot be determined at this time,it is not currently expected to have a material adverse impact on our business.ITEM 1A.RISK FACTORSOur operations and financial results a

317、re subject to various risks and uncertainties,including the factors discussed in Part I,Item 1A,Risk Factors in our Annual Report on Form 10-K for the year ended December 31,2022,which could adversely affect our business,financial conditions and future results.ITEM 2.UNREGISTERED SALES OF EQUITY SEC

318、URITIES AND USE OF PROCEEDSNone.ITEM 3.DEFAULTS UPON SENIOR SECURITIESNone.ITEM 4.MINE SAFETY DISCLOSURESNot applicable.ITEM 5.OTHER INFORMATIONNone.ITEM 6.EXHIBITSSee Index to Exhibits at the end of this Quarterly Report on Form 10-Q for the information required by this Item.32 INDEX TO EXHIBITS Ex

319、hibit Incorporated by Reference FiledNumber Exhibit Description Form File No.Exhibit Filing Date Herewith 31.1 Rule 13a-14(a)/15(d)-14(a)Certification of Principal Executive Officer X 31.2 Rule 13a-14(a)/15(d)-14(a)Certification of Principal Financial Officer X 32.1*Section 1350 Certifications 101.I

320、NS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 10

321、1.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File(formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)*Furnished herewith33 SIGNATURESPursuant to the requirements of Section 13 or 15(d)the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.Tesla,Inc.Date:April 21,2023/s/Zachary J.Kirkhorn Zachary J.Kirkhorn Chief Financial Officer (Principal Financial Officer andDuly Authorized Officer)34