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Latest revision | Your text | ||
Line 1,000: | Line 1,000: | ||
Cost of Revenues and Gross Margin | Cost of Revenues and Gross Margin | ||
{| class="wikitable" | {| class="wikitable" | ||
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|- | |- | ||
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| colspan=" | | colspan="10" |Year Ended December 31, | ||
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| colspan="6" |2021 vs. 2020 Change | |||
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| colspan=" | | | ||
| colspan="6" |2020 vs. 2019 Change | |||
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|- | |- | ||
|(Dollars in millions) | |(Dollars in millions) | ||
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| colspan="2" |2021 | | colspan="2" |2021 | ||
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| colspan="2" |2020 | | colspan="2" |2020 | ||
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| colspan="2" |2019 | | colspan="2" |2019 | ||
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| colspan="2" |$ | | colspan="2" |$ | ||
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| colspan="2" |% | | colspan="2" |% | ||
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| colspan="2" |$ | | colspan="2" |$ | ||
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| colspan="2" |% | | colspan="2" |% | ||
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|- | |- | ||
|Cost of revenues | |Cost of revenues | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
|Automotive sales | |Automotive sales | ||
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|$ | |$ | ||
|32,415 | |32,415 | ||
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|$ | |$ | ||
|19,696 | |19,696 | ||
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|$ | |$ | ||
|15,939 | |15,939 | ||
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|$ | |$ | ||
|12,719 | |12,719 | ||
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|65 | |65 | ||
|% | |% | ||
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|$ | |$ | ||
|3,757 | |3,757 | ||
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|24 | |24 | ||
Line 1,059: | Line 1,118: | ||
|- | |- | ||
|Automotive leasing | |Automotive leasing | ||
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|978 | |978 | ||
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|563 | |563 | ||
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|459 | |459 | ||
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|415 | |415 | ||
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|74 | |74 | ||
|% | |% | ||
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|104 | |104 | ||
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|23 | |23 | ||
Line 1,080: | Line 1,148: | ||
|- | |- | ||
|Total automotive cost of revenues | |Total automotive cost of revenues | ||
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|33,393 | |33,393 | ||
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|20,259 | |20,259 | ||
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|16,398 | |16,398 | ||
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|13,134 | |13,134 | ||
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|65 | |65 | ||
|% | |% | ||
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|3,861 | |3,861 | ||
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|24 | |24 | ||
Line 1,101: | Line 1,178: | ||
|- | |- | ||
|Services and other | |Services and other | ||
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|3,906 | |3,906 | ||
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|2,671 | |2,671 | ||
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|2,770 | |2,770 | ||
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|1,235 | |1,235 | ||
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|46 | |46 | ||
|% | |% | ||
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|(99) | | | ||
|(99 | |||
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|<nowiki>-4</nowiki> | |<nowiki>-4</nowiki> | ||
Line 1,124: | Line 1,210: | ||
segment cost of revenues | segment cost of revenues | ||
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|37,299 | |37,299 | ||
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|22,930 | |22,930 | ||
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|19,168 | |19,168 | ||
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|14,369 | |14,369 | ||
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|63 | |63 | ||
|% | |% | ||
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|3,762 | |3,762 | ||
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|20 | |20 | ||
Line 1,145: | Line 1,240: | ||
|- | |- | ||
|Energy generation and storage segment | |Energy generation and storage segment | ||
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|2,918 | |2,918 | ||
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|1,976 | |1,976 | ||
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|1,341 | |1,341 | ||
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|942 | |942 | ||
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|48 | |48 | ||
|% | |% | ||
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|635 | |635 | ||
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|47 | |47 | ||
Line 1,166: | Line 1,270: | ||
|- | |- | ||
|Total cost of revenues | |Total cost of revenues | ||
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|$ | |$ | ||
|40,217 | |40,217 | ||
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|$ | |$ | ||
|24,906 | |24,906 | ||
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|$ | |$ | ||
|20,509 | |20,509 | ||
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|$ | |$ | ||
|15,311 | |15,311 | ||
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|61 | |61 | ||
|% | |% | ||
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|$ | |$ | ||
|4,397 | |4,397 | ||
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|21 | |21 | ||
|% | |% | ||
|- | |- | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
|Gross profit total automotive | |Gross profit total automotive | ||
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|$ | |$ | ||
|13,839 | |13,839 | ||
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|$ | |$ | ||
|6,977 | |6,977 | ||
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|$ | |$ | ||
|4,423 | |4,423 | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
|Gross margin total automotive | |Gross margin total automotive | ||
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|29.3 | |29.3 | ||
|% | |% | ||
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|25.6 | |25.6 | ||
|% | |% | ||
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|21.2 | |21.2 | ||
|% | |% | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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Line 1,251: | Line 1,400: | ||
segment | segment | ||
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|$ | |$ | ||
|13,735 | |13,735 | ||
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|$ | |$ | ||
|6,612 | |6,612 | ||
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|$ | |$ | ||
|3,879 | |3,879 | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | | ||
| colspan="2" | | |||
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| colspan="2" | | | colspan="2" | | ||
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Line 1,270: | Line 1,428: | ||
segment | segment | ||
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|26.9 | |26.9 | ||
|% | |% | ||
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|22.4 | |22.4 | ||
|% | |% | ||
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|16.8 | |16.8 | ||
|% | |% | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
|Gross profit energy generation and storage segment | |Gross profit energy generation and storage segment | ||
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|$ | |$ | ||
|(129 | |(129 | ||
|) | |) | ||
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|$ | |$ | ||
|18 | |18 | ||
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|$ | |$ | ||
|190 | |190 | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
|Gross margin energy generation and storage segment | |Gross margin energy generation and storage segment | ||
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|<nowiki>-4.6</nowiki> | |<nowiki>-4.6</nowiki> | ||
|% | |% | ||
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|0.9 | |0.9 | ||
|% | |% | ||
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|12.4 | |12.4 | ||
|% | |% | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
|Total gross profit | |Total gross profit | ||
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|$ | |$ | ||
|13,606 | |13,606 | ||
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|$ | |$ | ||
|6,630 | |6,630 | ||
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|$ | |$ | ||
|4,069 | |4,069 | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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|- | |- | ||
|Total gross margin | |Total gross margin | ||
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|25.3 | |25.3 | ||
|% | |% | ||
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|21.0 | |21.0 | ||
|% | |% | ||
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|16.6 | |16.6 | ||
|% | |% | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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Line 1,414: | Line 1,635: | ||
Research and Development Expense | Research and Development Expense | ||
{| class="wikitable" | {| class="wikitable" | ||
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| colspan="10" |Year Ended December 31, | |||
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| colspan="6" |2021 vs. 2020 Change | |||
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| colspan="6" |2020 vs. 2019 Change | |||
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|- | |||
|(Dollars in millions) | |||
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| colspan="2" |2021 | |||
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| colspan="2" |2020 | |||
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| colspan="2" |2019 | |||
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| colspan="2" |$ | |||
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| colspan="2" |% | |||
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| colspan="2" |$ | |||
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| colspan="2" |% | |||
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|- | |||
|Research and development | |Research and development | ||
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|$ | |$ | ||
|2,593 | |2,593 | ||
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|$ | |$ | ||
|1,491 | |1,491 | ||
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|$ | |$ | ||
|1,343 | |1,343 | ||
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|$ | |$ | ||
|1,102 | |1,102 | ||
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|74 | |74 | ||
|% | |% | ||
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|$ | |$ | ||
|148 | |148 | ||
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|11 | |11 | ||
Line 1,459: | Line 1,730: | ||
|- | |- | ||
|As a percentage of revenues | |As a percentage of revenues | ||
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|5 | |5 | ||
|% | |% | ||
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|5 | |5 | ||
|% | |% | ||
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|5 | |5 | ||
|% | |% | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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Line 1,483: | Line 1,763: | ||
Selling, General and Administrative Expense | Selling, General and Administrative Expense | ||
{| class="wikitable" | {| class="wikitable" | ||
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| colspan="2" |$ | | | ||
| colspan="2" |% | | | ||
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|- | |||
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| colspan="10" |Year Ended December 31, | |||
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| colspan="6" |2021 vs. 2020 Change | |||
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| colspan="6" |2020 vs. 2019 Change | |||
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|- | |||
|(Dollars in millions) | |||
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| colspan="2" |2021 | |||
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| colspan="2" |2020 | |||
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| colspan="2" |2019 | |||
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| colspan="2" |$ | |||
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| colspan="2" |% | |||
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| colspan="2" |$ | |||
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| colspan="2" |% | |||
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|- | |- | ||
|Selling, general and administrative | |Selling, general and administrative | ||
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|$ | |$ | ||
|4,517 | |4,517 | ||
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|$ | |$ | ||
|3,145 | |3,145 | ||
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|$ | |$ | ||
|2,646 | |2,646 | ||
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|$ | |$ | ||
|1,372 | |1,372 | ||
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|44 | |44 | ||
|% | |% | ||
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|$ | |$ | ||
|499 | |499 | ||
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|19 | |19 | ||
Line 1,528: | Line 1,858: | ||
|- | |- | ||
|As a percentage of revenues | |As a percentage of revenues | ||
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|8 | |8 | ||
|% | |% | ||
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|10 | |10 | ||
|% | |% | ||
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|11 | |11 | ||
|% | |% | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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| colspan="2" | | | colspan="2" | | ||
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Line 1,552: | Line 1,891: | ||
Restructuring and Other Expense | Restructuring and Other Expense | ||
{| class="wikitable" | {| class="wikitable" | ||
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| colspan="2" |$ | | | ||
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| colspan="10" |Year Ended December 31, | |||
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| colspan="5" |2021 vs. 2020 Change | |||
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| colspan="6" |2020 vs. 2019 Change | |||
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|- | |||
|(Dollars in millions) | |||
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| colspan="2" |2021 | |||
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| colspan="2" |2020 | |||
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| colspan="2" |2019 | |||
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| colspan="2" |$ | |||
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|% | |% | ||
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| colspan="2" |$ | | colspan="2" |$ | ||
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| colspan="2" |% | | colspan="2" |% | ||
Line 1,576: | Line 1,952: | ||
|- | |- | ||
|Restructuring and other | |Restructuring and other | ||
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|$ | |$ | ||
|(27 | |(27 | ||
|) | |) | ||
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|$ | |$ | ||
|— | |— | ||
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|$ | |$ | ||
|149 | |149 | ||
| | |||
| | | | ||
|$ | |$ | ||
|(27 | |(27 | ||
|) | |) | ||
| | |||
|Not meaningful | |Not meaningful | ||
| | |||
|$ | |$ | ||
|(149 | |(149 | ||
|) | |) | ||
| | |||
| | | | ||
|<nowiki>-100</nowiki> | |<nowiki>-100</nowiki> | ||
Line 1,597: | Line 1,980: | ||
|- | |- | ||
|As a percentage of revenues | |As a percentage of revenues | ||
| | |||
| | | | ||
|0 | |0 | ||
|% | |% | ||
| | |||
| | | | ||
|0 | |0 | ||
|% | |% | ||
| | |||
| | | | ||
|1 | |1 | ||
|% | |% | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| | | | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 1,618: | Line 2,008: | ||
Interest Expense | Interest Expense | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | | | ||
|Interest expense | | | ||
|$ | | | ||
|(371 | | | ||
|) | | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="10" |Year Ended December 31, | |||
| | |||
| | |||
| colspan="6" |2021 vs. 2020 Change | |||
| | |||
| | |||
| colspan="6" |2020 vs. 2019 Change | |||
| | |||
|- | |||
|(Dollars in millions) | |||
| | |||
| colspan="2" |2021 | |||
| | |||
| | |||
| colspan="2" |2020 | |||
| | |||
| | |||
| colspan="2" |2019 | |||
| | |||
| | |||
| colspan="2" |$ | |||
| | |||
| | |||
| colspan="2" |% | |||
| | |||
| | |||
| colspan="2" |$ | |||
| | |||
| | |||
| colspan="2" |% | |||
| | |||
|- | |||
|Interest expense | |||
| | |||
|$ | |||
|(371 | |||
|) | |||
| | |||
|$ | |$ | ||
|(748 | |(748 | ||
|) | |) | ||
| | |||
|$ | |$ | ||
|(685 | |(685 | ||
|) | |) | ||
| | |||
|$ | |$ | ||
|377 | |377 | ||
| | |||
| | |||
| | | | ||
|<nowiki>-50</nowiki> | |<nowiki>-50</nowiki> | ||
|% | |% | ||
| | |||
|$ | |$ | ||
|(63 | |(63 | ||
|) | |) | ||
| | |||
| | | | ||
|9 | |9 | ||
Line 1,665: | Line 2,103: | ||
|- | |- | ||
|As a percentage of revenues | |As a percentage of revenues | ||
| | |||
| | | | ||
|1 | |1 | ||
|% | |% | ||
| | |||
| | | | ||
|2 | |2 | ||
|% | |% | ||
| | |||
| | | | ||
|3 | |3 | ||
|% | |% | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 1,686: | Line 2,132: | ||
Other Income (Expense), Net | Other Income (Expense), Net | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" |$ | | | ||
|% | | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="10" |Year Ended December 31, | |||
| | |||
| | |||
| colspan="5" |2021 vs. 2020 Change | |||
| | |||
| colspan="5" |2020 vs. 2019 Change | |||
| | |||
|- | |||
|(Dollars in millions) | |||
| | |||
| colspan="2" |2021 | |||
| | |||
| | |||
| colspan="2" |2020 | |||
| | |||
| | |||
| colspan="2" |2019 | |||
| | |||
| | |||
| colspan="2" |$ | |||
| | |||
| | |||
|% | |||
| | |||
| colspan="2" |$ | |||
| | |||
| | |||
|% | |||
| | |||
|- | |- | ||
|Other income (expense), net | |Other income (expense), net | ||
| | |||
|$ | |$ | ||
|135 | |135 | ||
| | |||
| | | | ||
|$ | |$ | ||
|(122 | |(122 | ||
|) | |) | ||
| | |||
|$ | |$ | ||
|45 | |45 | ||
Line 1,722: | Line 2,207: | ||
|$ | |$ | ||
|257 | |257 | ||
| | |||
| | |||
|Not meaningful | |Not meaningful | ||
| | | | ||
|$ | |$ | ||
|(167) | |(167 | ||
|) | |||
| | |||
|Not meaningful | |Not meaningful | ||
| | |||
|- | |- | ||
|As a percentage of revenues | |As a percentage of revenues | ||
| | |||
| | | | ||
|0 | |0 | ||
|% | |% | ||
| | |||
| | | | ||
|0 | |0 | ||
|% | |% | ||
| | |||
| | | | ||
|0 | |0 | ||
Line 1,740: | Line 2,233: | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| | | | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| | |||
| | | | ||
|} | |} | ||
Line 1,751: | Line 2,249: | ||
Provision for Income Taxes | Provision for Income Taxes | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|$ | | | ||
|292 | | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="10" |Year Ended December 31, | |||
| | |||
| | |||
| colspan="6" |2021 vs. 2020 Change | |||
| | |||
| | |||
| colspan="6" |2020 vs. 2019 Change | |||
| | |||
|- | |||
|(Dollars in millions) | |||
| | |||
| colspan="2" |2021 | |||
| | |||
| | |||
| colspan="2" |2020 | |||
| | |||
| | |||
| colspan="2" |2019 | |||
| | |||
| | |||
| colspan="2" |$ | |||
| | |||
| | |||
| colspan="2" |% | |||
| | |||
| | |||
| colspan="2" |$ | |||
| | |||
| | |||
| colspan="2" |% | |||
| | |||
|- | |||
|Provision for income taxes | |||
| | |||
|$ | |||
|699 | |||
| | |||
| | |||
|$ | |||
|292 | |||
| | |||
| | | | ||
|$ | |$ | ||
|110 | |110 | ||
| | |||
| | | | ||
|$ | |$ | ||
|407 | |407 | ||
| | |||
| | |||
| | | | ||
|139 | |139 | ||
|% | |% | ||
| | |||
|$ | |$ | ||
|182 | |182 | ||
| | |||
| | |||
| | | | ||
|165 | |165 | ||
Line 1,796: | Line 2,344: | ||
|- | |- | ||
|Effective tax rate | |Effective tax rate | ||
| | |||
| | | | ||
|11 | |11 | ||
|% | |% | ||
| | |||
| | | | ||
|25 | |25 | ||
|% | |% | ||
| | |||
| | | | ||
|<nowiki>-17</nowiki> | |<nowiki>-17</nowiki> | ||
|% | |% | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
Line 1,820: | Line 2,377: | ||
Net Income Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests | Net Income Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
|- | | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="10" |Year Ended December 31, | |||
| | |||
| | |||
| colspan="6" |2021 vs. 2020 Change | |||
| | |||
| | |||
| colspan="6" |2020 vs. 2019 Change | |||
| | |||
|- | |||
|(Dollars in millions) | |(Dollars in millions) | ||
| | |||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | |||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
| | |||
| colspan="2" |2019 | | colspan="2" |2019 | ||
| | |||
| | |||
| colspan="2" |$ | | colspan="2" |$ | ||
|% | | | ||
| | |||
| colspan="2" |% | |||
| | |||
| | | | ||
| colspan="2" |$ | | colspan="2" |$ | ||
|% | | | ||
| | |||
| colspan="2" |% | |||
| | | | ||
|- | |- | ||
Line 1,842: | Line 2,444: | ||
redeemable noncontrolling interests in subsidiaries | redeemable noncontrolling interests in subsidiaries | ||
| | |||
|$ | |$ | ||
|125 | |125 | ||
| | |||
| | |||
|$ | |$ | ||
|141 | |141 | ||
| | |||
| | |||
|$ | |$ | ||
|87 | |87 | ||
| | |||
| | |||
|$ | |$ | ||
|(16) | |(16 | ||
|) | |||
| | |||
| | |||
|<nowiki>-11</nowiki> | |<nowiki>-11</nowiki> | ||
|% | |% | ||
| | |||
|$ | |$ | ||
|54 | |54 | ||
| | |||
| | |||
| | |||
|62 | |62 | ||
|% | |% | ||
Line 1,887: | Line 2,503: | ||
Summary of Cash Flows | Summary of Cash Flows | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
| colspan=" | | | ||
| colspan="10" |Year Ended December 31, | |||
| | |||
|- | |- | ||
|(Dollars in millions) | |(Dollars in millions) | ||
| | |||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | |||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
| | |||
| colspan="2" |2019 | | colspan="2" |2019 | ||
| | |||
|- | |- | ||
|Net cash provided by operating activities | |Net cash provided by operating activities | ||
| | |||
|$ | |$ | ||
|11,497 | |11,497 | ||
| | |||
| | |||
|$ | |$ | ||
|5,943 | |5,943 | ||
| | |||
| | |||
|$ | |$ | ||
|2,405 | |2,405 | ||
| | |||
|- | |- | ||
|Net cash used in investing activities | |Net cash used in investing activities | ||
| | |||
|$ | |$ | ||
|(7,868) | |(7,868 | ||
|) | |||
| | |||
|$ | |$ | ||
|(3,132) | |(3,132 | ||
|) | |||
| | |||
|$ | |$ | ||
|(1,436) | |(1,436 | ||
|) | |||
|- | |- | ||
|Net cash (used in) provided by financing activities | |Net cash (used in) provided by financing activities | ||
| | |||
|$ | |$ | ||
|(5,203) | |(5,203 | ||
|) | |||
| | |||
|$ | |$ | ||
|9,973 | |9,973 | ||
| | |||
| | |||
|$ | |$ | ||
|1,529 | |1,529 | ||
| | |||
|} | |} | ||
Cash Flows from Operating Activities | Cash Flows from Operating Activities | ||
Line 1,956: | Line 2,611: | ||
Index to Consolidated Financial Statements | Index to Consolidated Financial Statements | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
|Page | |Page | ||
|- | |- | ||
|Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | |Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | ||
| | |||
|46 | |46 | ||
|- | |- | ||
|Consolidated Balance Sheets | |Consolidated Balance Sheets | ||
| | |||
|49 | |49 | ||
|- | |- | ||
|Consolidated Statements of Operations | |Consolidated Statements of Operations | ||
| | |||
|50 | |50 | ||
|- | |- | ||
|Consolidated Statements of Comprehensive Income (Loss) | |Consolidated Statements of Comprehensive Income (Loss) | ||
| | |||
|51 | |51 | ||
|- | |- | ||
|Consolidated Statements of Redeemable Noncontrolling Interests and Equity | |Consolidated Statements of Redeemable Noncontrolling Interests and Equity | ||
| | |||
|52 | |52 | ||
|- | |- | ||
|Consolidated Statements of Cash Flows | |Consolidated Statements of Cash Flows | ||
| | |||
|53 | |53 | ||
|- | |- | ||
|Notes to Consolidated Financial Statements | |Notes to Consolidated Financial Statements | ||
| | |||
|54 | |54 | ||
|} | |} | ||
Line 2,035: | Line 2,701: | ||
(in millions, except per share data) | (in millions, except per share data) | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | | | ||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
| | |||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | |||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
|- | |- | ||
|Assets | |Assets | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
|- | |- | ||
|Current assets | |Current assets | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
|- | |- | ||
|Cash and cash equivalents | |Cash and cash equivalents | ||
| | |||
|$ | |$ | ||
|17,576 | |17,576 | ||
| | |||
| | |||
|$ | |$ | ||
|19,384 | |19,384 | ||
| | |||
|- | |- | ||
|Short-term marketable securities | |Short-term marketable securities | ||
| | |||
| | | | ||
|131 | |131 | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
|- | |- | ||
|Accounts receivable, net | |Accounts receivable, net | ||
| | |||
| | | | ||
|1,913 | |1,913 | ||
| | |||
| | |||
| | | | ||
|1,886 | |1,886 | ||
| | |||
|- | |- | ||
|Inventory | |Inventory | ||
| | |||
| | | | ||
|5,757 | |5,757 | ||
| | |||
| | |||
| | | | ||
|4,101 | |4,101 | ||
| | |||
|- | |- | ||
|Prepaid expenses and other current assets | |Prepaid expenses and other current assets | ||
| | |||
| | | | ||
|1,723 | |1,723 | ||
| | |||
| | |||
| | | | ||
|1,346 | |1,346 | ||
| | |||
|- | |- | ||
|Total current assets | |Total current assets | ||
| | |||
| | | | ||
|27,100 | |27,100 | ||
| | |||
| | |||
| | | | ||
|26,717 | |26,717 | ||
| | |||
|- | |- | ||
|Operating lease vehicles, net | |Operating lease vehicles, net | ||
| | |||
| | | | ||
|4,511 | |4,511 | ||
| | |||
| | |||
| | | | ||
|3,091 | |3,091 | ||
| | |||
|- | |- | ||
|Solar energy systems, net | |Solar energy systems, net | ||
| | |||
| | | | ||
|5,765 | |5,765 | ||
| | |||
| | |||
| | | | ||
|5,979 | |5,979 | ||
| | |||
|- | |- | ||
|Property, plant and equipment, net | |Property, plant and equipment, net | ||
| | |||
| | | | ||
|18,884 | |18,884 | ||
| | |||
| | |||
| | | | ||
|12,747 | |12,747 | ||
| | |||
|- | |- | ||
|Operating lease right-of-use assets | |Operating lease right-of-use assets | ||
| | |||
| | | | ||
|2,016 | |2,016 | ||
| | |||
| | |||
| | | | ||
|1,558 | |1,558 | ||
| | |||
|- | |- | ||
|Digital assets, net | |Digital assets, net | ||
| | |||
| | | | ||
|1,260 | |1,260 | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
|- | |- | ||
|Intangible assets, net | |Intangible assets, net | ||
| | |||
| | | | ||
|257 | |257 | ||
| | |||
| | |||
| | | | ||
|313 | |313 | ||
| | |||
|- | |- | ||
|Goodwill | |Goodwill | ||
| | |||
| | | | ||
|200 | |200 | ||
| | |||
| | |||
| | | | ||
|207 | |207 | ||
| | |||
|- | |- | ||
|Other non-current assets | |Other non-current assets | ||
| | |||
| | | | ||
|2,138 | |2,138 | ||
| | |||
| | |||
| | | | ||
|1,536 | |1,536 | ||
| | |||
|- | |- | ||
|Total assets | |Total assets | ||
| | |||
|$ | |$ | ||
|62,131 | |62,131 | ||
| | |||
| | |||
|$ | |$ | ||
|52,148 | |52,148 | ||
| | |||
|- | |- | ||
|Liabilities | |Liabilities | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
|- | |- | ||
|Current liabilities | |Current liabilities | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
|- | |- | ||
|Accounts payable | |Accounts payable | ||
| | |||
|$ | |$ | ||
|10,025 | |10,025 | ||
| | |||
| | |||
|$ | |$ | ||
|6,051 | |6,051 | ||
| | |||
|- | |- | ||
|Accrued liabilities and other | |Accrued liabilities and other | ||
| | |||
| | | | ||
|5,719 | |5,719 | ||
| | |||
| | |||
| | | | ||
|3,855 | |3,855 | ||
| | |||
|- | |- | ||
|Deferred revenue | |Deferred revenue | ||
| | |||
| | | | ||
|1,447 | |1,447 | ||
| | |||
| | |||
| | | | ||
|1,458 | |1,458 | ||
| | |||
|- | |- | ||
|Customer deposits | |Customer deposits | ||
| | |||
| | | | ||
|925 | |925 | ||
| | |||
| | |||
| | | | ||
|752 | |752 | ||
| | |||
|- | |- | ||
|Current portion of debt and finance leases | |Current portion of debt and finance leases | ||
| | |||
| | | | ||
|1,589 | |1,589 | ||
| | |||
| | |||
| | | | ||
|2,132 | |2,132 | ||
| | |||
|- | |- | ||
|Total current liabilities | |Total current liabilities | ||
| | |||
| | | | ||
|19,705 | |19,705 | ||
| | |||
| | |||
| | | | ||
|14,248 | |14,248 | ||
| | |||
|- | |- | ||
|Debt and finance leases, net of current portion | |Debt and finance leases, net of current portion | ||
| | |||
| | | | ||
|5,245 | |5,245 | ||
| | |||
| | |||
| | | | ||
|9,556 | |9,556 | ||
| | |||
|- | |- | ||
|Deferred revenue, net of current portion | |Deferred revenue, net of current portion | ||
| | |||
| | | | ||
|2,052 | |2,052 | ||
| | |||
| | |||
| | | | ||
|1,284 | |1,284 | ||
| | |||
|- | |- | ||
|Other long-term liabilities | |Other long-term liabilities | ||
| | |||
| | | | ||
|3,546 | |3,546 | ||
| | |||
| | |||
| | | | ||
|3,330 | |3,330 | ||
| | |||
|- | |- | ||
|Total liabilities | |Total liabilities | ||
| | |||
| | | | ||
|30,548 | |30,548 | ||
| | |||
| | |||
| | | | ||
|28,418 | |28,418 | ||
| | |||
|- | |- | ||
|Commitments and contingencies (Note 15) | |Commitments and contingencies (Note 15) | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
|- | |- | ||
|Redeemable noncontrolling interests in subsidiaries | |Redeemable noncontrolling interests in subsidiaries | ||
| | |||
| | | | ||
|568 | |568 | ||
| | |||
| | |||
| | | | ||
|604 | |604 | ||
| | |||
|- | |- | ||
|Convertible senior notes (Note 11) | |Convertible senior notes (Note 11) | ||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|51 | |51 | ||
| | |||
|- | |- | ||
|Equity | |Equity | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
|- | |- | ||
|Stockholders' equity | |Stockholders' equity | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
|- | |- | ||
|Preferred stock; $0.001 par value; 100 shares authorized; | |Preferred stock; $0.001 par value; 100 shares authorized; | ||
no shares issued and outstanding | no shares issued and outstanding | ||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
|- | |- | ||
|Common stock; $0.001 par value; 2,000 shares authorized; | |Common stock; $0.001 par value; 2,000 shares authorized; | ||
Line 2,246: | Line 3,060: | ||
December 31, 2021 and December 31, 2020, respectively | December 31, 2021 and December 31, 2020, respectively | ||
| | |||
| | | | ||
|1 | |1 | ||
| | |||
| | |||
| | | | ||
|1 | |1 | ||
| | |||
|- | |- | ||
|Additional paid-in capital | |Additional paid-in capital | ||
| | |||
| | | | ||
|29,803 | |29,803 | ||
| | |||
| | |||
| | | | ||
|27,260 | |27,260 | ||
| | |||
|- | |- | ||
|Accumulated other comprehensive income | |Accumulated other comprehensive income | ||
| | |||
| | | | ||
|54 | |54 | ||
| | |||
| | |||
| | | | ||
|363 | |363 | ||
| | |||
|- | |- | ||
|Retained earnings (accumulated deficit) | |Retained earnings (accumulated deficit) | ||
| | |||
| | | | ||
|331 | |331 | ||
| | | | ||
|(5,399) | | | ||
| | |||
|(5,399 | |||
|) | |||
|- | |- | ||
|Total stockholders' equity | |Total stockholders' equity | ||
| | |||
| | | | ||
|30,189 | |30,189 | ||
| | |||
| | |||
| | | | ||
|22,225 | |22,225 | ||
| | |||
|- | |- | ||
|Noncontrolling interests in subsidiaries | |Noncontrolling interests in subsidiaries | ||
| | |||
| | | | ||
|826 | |826 | ||
| | |||
| | |||
| | | | ||
|850 | |850 | ||
| | |||
|- | |- | ||
|Total liabilities and equity | |Total liabilities and equity | ||
| | |||
|$ | |$ | ||
|62,131 | |62,131 | ||
| | |||
| | |||
|$ | |$ | ||
|52,148 | |52,148 | ||
| | |||
|} | |} | ||
The accompanying notes are an integral part of these consolidated financial statements. | The accompanying notes are an integral part of these consolidated financial statements. | ||
Line 2,295: | Line 3,137: | ||
(in millions, except per share data) | (in millions, except per share data) | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
| | | | ||
| colspan=" | | colspan="10" |Year Ended December 31, | ||
| | | | ||
|- | |- | ||
Line 2,304: | Line 3,159: | ||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | | | ||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
| | | | ||
| colspan="2" |2019 | | colspan="2" |2019 | ||
Line 2,313: | Line 3,170: | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 2,323: | Line 3,182: | ||
|$ | |$ | ||
|44,125 | |44,125 | ||
| | |||
| | | | ||
|$ | |$ | ||
|24,604 | |24,604 | ||
| | |||
| | | | ||
|$ | |$ | ||
Line 2,335: | Line 3,196: | ||
| | | | ||
|1,465 | |1,465 | ||
| | |||
| | | | ||
| | | | ||
|1,580 | |1,580 | ||
| | |||
| | | | ||
| | | | ||
Line 2,347: | Line 3,210: | ||
| | | | ||
|1,642 | |1,642 | ||
| | |||
| | | | ||
| | | | ||
|1,052 | |1,052 | ||
| | |||
| | | | ||
| | | | ||
Line 2,359: | Line 3,224: | ||
| | | | ||
|47,232 | |47,232 | ||
| | |||
| | | | ||
| | | | ||
|27,236 | |27,236 | ||
| | |||
| | | | ||
| | | | ||
Line 2,371: | Line 3,238: | ||
| | | | ||
|2,789 | |2,789 | ||
| | |||
| | | | ||
| | | | ||
|1,994 | |1,994 | ||
| | |||
| | | | ||
| | | | ||
Line 2,383: | Line 3,252: | ||
| | | | ||
|3,802 | |3,802 | ||
| | |||
| | | | ||
| | | | ||
|2,306 | |2,306 | ||
| | |||
| | | | ||
| | | | ||
Line 2,395: | Line 3,266: | ||
| | | | ||
|53,823 | |53,823 | ||
| | |||
| | | | ||
| | | | ||
|31,536 | |31,536 | ||
| | |||
| | | | ||
| | | | ||
Line 2,406: | Line 3,279: | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 2,416: | Line 3,291: | ||
| | | | ||
|32,415 | |32,415 | ||
| | |||
| | | | ||
| | | | ||
|19,696 | |19,696 | ||
| | |||
| | | | ||
| | | | ||
Line 2,428: | Line 3,305: | ||
| | | | ||
|978 | |978 | ||
| | |||
| | | | ||
| | | | ||
|563 | |563 | ||
| | |||
| | | | ||
| | | | ||
Line 2,440: | Line 3,319: | ||
| | | | ||
|33,393 | |33,393 | ||
| | |||
| | | | ||
| | | | ||
|20,259 | |20,259 | ||
| | |||
| | | | ||
| | | | ||
Line 2,452: | Line 3,333: | ||
| | | | ||
|2,918 | |2,918 | ||
| | |||
| | | | ||
| | | | ||
|1,976 | |1,976 | ||
| | |||
| | | | ||
| | | | ||
Line 2,464: | Line 3,347: | ||
| | | | ||
|3,906 | |3,906 | ||
| | |||
| | | | ||
| | | | ||
|2,671 | |2,671 | ||
| | |||
| | | | ||
| | | | ||
Line 2,476: | Line 3,361: | ||
| | | | ||
|40,217 | |40,217 | ||
| | |||
| | | | ||
| | | | ||
|24,906 | |24,906 | ||
| | |||
| | | | ||
| | | | ||
Line 2,488: | Line 3,375: | ||
| | | | ||
|13,606 | |13,606 | ||
| | |||
| | | | ||
| | | | ||
|6,630 | |6,630 | ||
| | |||
| | | | ||
| | | | ||
Line 2,499: | Line 3,388: | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 2,509: | Line 3,400: | ||
| | | | ||
|2,593 | |2,593 | ||
| | |||
| | | | ||
| | | | ||
|1,491 | |1,491 | ||
| | |||
| | | | ||
| | | | ||
Line 2,521: | Line 3,414: | ||
| | | | ||
|4,517 | |4,517 | ||
| | |||
| | | | ||
| | | | ||
|3,145 | |3,145 | ||
| | |||
| | | | ||
| | | | ||
Line 2,534: | Line 3,429: | ||
|(27 | |(27 | ||
|) | |) | ||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | | | ||
| | | | ||
Line 2,545: | Line 3,442: | ||
| | | | ||
|7,083 | |7,083 | ||
| | |||
| | | | ||
| | | | ||
|4,636 | |4,636 | ||
| | |||
| | | | ||
| | | | ||
Line 2,557: | Line 3,456: | ||
| | | | ||
|6,523 | |6,523 | ||
| | |||
| | | | ||
| | | | ||
|1,994 | |1,994 | ||
| | |||
| | | | ||
| | | | ||
Line 2,569: | Line 3,470: | ||
| | | | ||
|56 | |56 | ||
| | |||
| | | | ||
| | | | ||
|30 | |30 | ||
| | |||
| | | | ||
| | | | ||
Line 2,582: | Line 3,485: | ||
|(371 | |(371 | ||
|) | |) | ||
| | |||
| | | | ||
|(748 | |(748 | ||
|) | |) | ||
| | |||
| | | | ||
|(685 | |(685 | ||
Line 2,593: | Line 3,498: | ||
| | | | ||
|135 | |135 | ||
| | |||
| | | | ||
| | | | ||
|(122 | |(122 | ||
|) | |) | ||
| | |||
| | | | ||
|45 | |45 | ||
Line 2,605: | Line 3,512: | ||
| | | | ||
|6,343 | |6,343 | ||
| | |||
| | | | ||
| | | | ||
|1,154 | |1,154 | ||
| | |||
| | | | ||
| | | | ||
Line 2,617: | Line 3,526: | ||
| | | | ||
|699 | |699 | ||
| | |||
| | | | ||
| | | | ||
|292 | |292 | ||
| | |||
| | | | ||
| | | | ||
Line 2,629: | Line 3,540: | ||
| | | | ||
|5,644 | |5,644 | ||
| | |||
| | | | ||
| | | | ||
|862 | |862 | ||
| | |||
| | | | ||
| | | | ||
Line 2,643: | Line 3,556: | ||
| | | | ||
|125 | |125 | ||
| | |||
| | | | ||
| | | | ||
|141 | |141 | ||
| | |||
| | | | ||
| | | | ||
Line 2,655: | Line 3,570: | ||
|$ | |$ | ||
|5,519 | |5,519 | ||
| | |||
| | | | ||
|$ | |$ | ||
|721 | |721 | ||
| | |||
| | | | ||
|$ | |$ | ||
Line 2,666: | Line 3,583: | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 2,677: | Line 3,596: | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 2,687: | Line 3,608: | ||
|$ | |$ | ||
|5.60 | |5.60 | ||
| | |||
| | | | ||
|$ | |$ | ||
|0.74 | |0.74 | ||
| | |||
| | | | ||
|$ | |$ | ||
Line 2,699: | Line 3,622: | ||
|$ | |$ | ||
|4.90 | |4.90 | ||
| | |||
| | | | ||
|$ | |$ | ||
|0.64 | |0.64 | ||
| | |||
| | | | ||
|$ | |$ | ||
Line 2,712: | Line 3,637: | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 2,722: | Line 3,649: | ||
| | | | ||
|986 | |986 | ||
| | |||
| | | | ||
| | | | ||
|933 | |933 | ||
| | |||
| | | | ||
| | | | ||
Line 2,734: | Line 3,663: | ||
| | | | ||
|1,129 | |1,129 | ||
| | |||
| | | | ||
| | | | ||
|1,083 | |1,083 | ||
| | |||
| | | | ||
| | | | ||
Line 2,750: | Line 3,681: | ||
(in millions) | (in millions) | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="10" |Year Ended December 31, | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="2" |2021 | |||
| | |||
| | |||
| colspan="2" |2020 | |||
| | |||
| | |||
| colspan="2" |2019 | |||
| | |||
|- | |||
|Net income (loss) | |Net income (loss) | ||
| | |||
|$ | |$ | ||
|5,644 | |5,644 | ||
| | |||
| | | | ||
|$ | |$ | ||
|862 | |862 | ||
| | |||
| | |||
|$ | |$ | ||
|(775 | |(775 | ||
Line 2,773: | Line 3,726: | ||
|- | |- | ||
|Other comprehensive income (loss): | |Other comprehensive income (loss): | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
|- | |- | ||
|Foreign currency translation adjustment | |Foreign currency translation adjustment | ||
| | |||
| | | | ||
|(308 | |(308 | ||
|) | |) | ||
| | |||
| | | | ||
|399 | |399 | ||
| | |||
| | |||
| | | | ||
|(28 | |(28 | ||
Line 2,790: | Line 3,751: | ||
|- | |- | ||
|Unrealized net loss on marketable securities | |Unrealized net loss on marketable securities | ||
| | |||
| | | | ||
|(1 | |(1 | ||
|) | |) | ||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
Line 2,800: | Line 3,765: | ||
|- | |- | ||
|Comprehensive income (loss) | |Comprehensive income (loss) | ||
| | |||
| | | | ||
|5,335 | |5,335 | ||
| | |||
| | | | ||
| | | | ||
|1,261 | |1,261 | ||
| | |||
| | |||
| | | | ||
|(803 | |(803 | ||
Line 2,814: | Line 3,783: | ||
noncontrolling interests in subsidiaries | noncontrolling interests in subsidiaries | ||
| | |||
| | | | ||
|125 | |125 | ||
| | |||
| | | | ||
| | | | ||
|141 | |141 | ||
| | |||
| | |||
| | | | ||
|87 | |87 | ||
Line 2,826: | Line 3,799: | ||
common stockholders | common stockholders | ||
| | |||
|$ | |$ | ||
|5,210 | |5,210 | ||
| | |||
| | | | ||
|$ | |$ | ||
|1,120 | |1,120 | ||
| | |||
| | |||
|$ | |$ | ||
|(890 | |(890 | ||
Line 2,843: | Line 3,820: | ||
(in millions, except per share data) | (in millions, except per share data) | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| colspan="6" |Common Stock | | | ||
| colspan="2" | | |||
| | |||
| | |||
| colspan="2" |Accumulated | |||
| | |||
| | |||
| colspan="2" |(Accumulated | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="2" |Redeemable | |||
| | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| colspan="2" |Additional | |||
| | |||
| | |||
| colspan="2" |Other | |||
| | |||
| | |||
| colspan="2" |Deficit) | |||
| | |||
| | |||
| colspan="2" |Total | |||
| | |||
| | |||
| colspan="2" |Noncontrolling | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="2" |Noncontrolling | |||
| | |||
| | |||
| | |||
| colspan="6" |Common Stock | |||
| | | | ||
| | | | ||
Line 4,420: | Line 5,435: | ||
(in millions) | (in millions) | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
Line 5,220: | Line 6,248: | ||
The following table disaggregates our revenue by major source (in millions): | The following table disaggregates our revenue by major source (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|$ | | | ||
|43,186 | | | ||
|- | |||
| | |||
| | |||
| colspan="10" |Year Ended December 31, | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="2" |2021 | |||
| | |||
| | |||
| colspan="2" |2020 | |||
| | |||
| | |||
| colspan="2" |2019 | |||
| | |||
|- | |||
|Automotive sales without resale value guarantee | |||
| | |||
|$ | |||
|43,186 | |||
| | | | ||
| | | | ||
Line 5,690: | Line 6,731: | ||
The following table presents the reconciliation of basic to diluted weighted average shares used in computing net income (loss) per share of common stock attributable to common stockholders (in millions): | The following table presents the reconciliation of basic to diluted weighted average shares used in computing net income (loss) per share of common stock attributable to common stockholders (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
Line 5,794: | Line 6,848: | ||
The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive (in millions): | The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
Line 5,857: | Line 6,924: | ||
Our total cash and cash equivalents and restricted cash, as presented in the consolidated statements of cash flows, was as follows (in millions): | Our total cash and cash equivalents and restricted cash, as presented in the consolidated statements of cash flows, was as follows (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
| | |||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
| | |||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | |||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
| | |||
| colspan="2" |2019 | | colspan="2" |2019 | ||
| | |||
|- | |- | ||
|Cash and cash equivalents | |Cash and cash equivalents | ||
| | |||
|$ | |$ | ||
|17,576 | |17,576 | ||
| | |||
| | |||
|$ | |$ | ||
|19,384 | |19,384 | ||
| | |||
| | |||
|$ | |$ | ||
|6,268 | |6,268 | ||
| | |||
|- | |- | ||
|Restricted cash included in prepaid expenses and other | |Restricted cash included in prepaid expenses and other | ||
current assets | current assets | ||
| | |||
| | | | ||
|345 | |345 | ||
| | |||
| | |||
| | | | ||
|238 | |238 | ||
| | |||
| | |||
| | | | ||
|246 | |246 | ||
| | |||
|- | |- | ||
|Restricted cash included in other non-current assets | |Restricted cash included in other non-current assets | ||
| | |||
| | | | ||
|223 | |223 | ||
| | |||
| | |||
| | | | ||
|279 | |279 | ||
| | |||
| | |||
| | | | ||
|269 | |269 | ||
| | |||
|- | |- | ||
|Total as presented in the consolidated statements of cash flows | |Total as presented in the consolidated statements of cash flows | ||
| | |||
|$ | |$ | ||
|18,144 | |18,144 | ||
| | |||
| | |||
|$ | |$ | ||
|19,901 | |19,901 | ||
| | |||
| | |||
|$ | |$ | ||
|6,783 | |6,783 | ||
| | |||
|} | |} | ||
Marketable Securities | Marketable Securities | ||
Line 5,960: | Line 7,076: | ||
Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets, as follows: | Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets, as follows: | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
|Solar energy systems in service | |Solar energy systems in service | ||
| | |||
| | |||
| | |||
|30 to 35 years | |30 to 35 years | ||
|- | |- | ||
Line 5,969: | Line 7,093: | ||
costs | costs | ||
| | |||
| | |||
| | |||
|Lease term (up to 25 years) | |Lease term (up to 25 years) | ||
|} | |} | ||
Line 5,977: | Line 7,104: | ||
Property, plant and equipment, net, including leasehold improvements, are recognized at cost less accumulated depreciation. Depreciation is generally computed using the straight-line method over the estimated useful lives of the respective assets, as follows: | Property, plant and equipment, net, including leasehold improvements, are recognized at cost less accumulated depreciation. Depreciation is generally computed using the straight-line method over the estimated useful lives of the respective assets, as follows: | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
|Machinery, equipment, vehicles and | |Machinery, equipment, vehicles and | ||
office furniture | office furniture | ||
| | |||
| | |||
| | |||
|3 to 15 years | |3 to 15 years | ||
|- | |- | ||
|Tooling | |Tooling | ||
| | |||
| | |||
| | |||
|4 to 7 years | |4 to 7 years | ||
|- | |- | ||
|Building and building improvements | |Building and building improvements | ||
| | |||
| | |||
| | |||
|15 to 30 years | |15 to 30 years | ||
|- | |- | ||
|Computer equipment and software | |Computer equipment and software | ||
| | |||
| | |||
| | |||
|3 to 10 years | |3 to 10 years | ||
|} | |} | ||
Line 6,026: | Line 7,170: | ||
We provide a manufacturer’s warranty on all new and used vehicles and a warranty on the installation and components of the energy generation and storage systems we sell for periods typically between 10 to 25 years. We accrue a warranty reserve for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given our relatively short history of sales, and changes to our historical or projected warranty experience may cause material changes to the warranty reserve in the future. The warranty reserve does not include projected warranty costs associated with our vehicles subject to operating lease accounting and our solar energy systems under lease contracts or PPAs, as the costs to repair these warranty claims are expensed as incurred. The portion of the warranty reserve expected to be incurred within the next 12 months is included within Accrued liabilities and other, while the remaining balance is included within Other long-term liabilities on the consolidated balance sheets. Warranty expense is recorded as a component of Cost of revenues in the consolidated statements of operations. Due to the magnitude of our automotive business, accrued warranty balance is primarily related to our automotive segment. Accrued warranty activity consisted of the following (in millions): | We provide a manufacturer’s warranty on all new and used vehicles and a warranty on the installation and components of the energy generation and storage systems we sell for periods typically between 10 to 25 years. We accrue a warranty reserve for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given our relatively short history of sales, and changes to our historical or projected warranty experience may cause material changes to the warranty reserve in the future. The warranty reserve does not include projected warranty costs associated with our vehicles subject to operating lease accounting and our solar energy systems under lease contracts or PPAs, as the costs to repair these warranty claims are expensed as incurred. The portion of the warranty reserve expected to be incurred within the next 12 months is included within Accrued liabilities and other, while the remaining balance is included within Other long-term liabilities on the consolidated balance sheets. Warranty expense is recorded as a component of Cost of revenues in the consolidated statements of operations. Due to the magnitude of our automotive business, accrued warranty balance is primarily related to our automotive segment. Accrued warranty activity consisted of the following (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
| colspan=" | | | ||
| colspan="10" |Year Ended December 31, | |||
| | | | ||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | | | ||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
| | | | ||
| colspan="2" |2019 | | colspan="2" |2019 | ||
Line 6,040: | Line 7,201: | ||
|- | |- | ||
|Accrued warranty—beginning of period | |Accrued warranty—beginning of period | ||
| | |||
|$ | |$ | ||
|1,468 | |1,468 | ||
| | |||
| | | | ||
|$ | |$ | ||
|1,089 | |1,089 | ||
| | |||
| | | | ||
|$ | |$ | ||
Line 6,051: | Line 7,215: | ||
|- | |- | ||
|Warranty costs incurred | |Warranty costs incurred | ||
| | |||
| | | | ||
|(525 | |(525 | ||
|) | |) | ||
| | |||
| | | | ||
|(312 | |(312 | ||
|) | |) | ||
| | |||
| | | | ||
|(250 | |(250 | ||
Line 6,064: | Line 7,231: | ||
including expirations and foreign exchange impact | including expirations and foreign exchange impact | ||
| | |||
| | | | ||
|102 | |102 | ||
| | |||
| | | | ||
| | | | ||
|66 | |66 | ||
| | |||
| | | | ||
| | | | ||
Line 6,075: | Line 7,245: | ||
|- | |- | ||
|Provision for warranty | |Provision for warranty | ||
| | |||
| | | | ||
|1,056 | |1,056 | ||
| | |||
| | | | ||
| | | | ||
|625 | |625 | ||
| | |||
| | | | ||
| | | | ||
Line 6,086: | Line 7,259: | ||
|- | |- | ||
|Accrued warranty—end of period | |Accrued warranty—end of period | ||
| | |||
|$ | |$ | ||
|2,101 | |2,101 | ||
| | |||
| | | | ||
|$ | |$ | ||
|1,468 | |1,468 | ||
| | |||
| | | | ||
|$ | |$ | ||
Line 6,140: | Line 7,316: | ||
Accordingly, the cumulative effect of the changes made on our January 1, 2021 consolidated balance sheet for the adoption of the ASU was as follows (in millions): | Accordingly, the cumulative effect of the changes made on our January 1, 2021 consolidated balance sheet for the adoption of the ASU was as follows (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |Balances at | | colspan="2" |Balances at | ||
December 31, 2020 | December 31, 2020 | ||
| | |||
| | | | ||
| colspan="2" |Adjustments from | | colspan="2" |Adjustments from | ||
Adoption of ASU 2020-06 | Adoption of ASU 2020-06 | ||
| | |||
| | | | ||
| colspan="2" |Balances at | | colspan="2" |Balances at | ||
Line 6,156: | Line 7,348: | ||
|- | |- | ||
|Assets | |Assets | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 6,164: | Line 7,359: | ||
|- | |- | ||
|Property, plant and equipment, net | |Property, plant and equipment, net | ||
| | |||
|$ | |$ | ||
|12,747 | |12,747 | ||
| | |||
| | | | ||
|$ | |$ | ||
|(45 | |(45 | ||
|) | |) | ||
| | |||
|$ | |$ | ||
|12,702 | |12,702 | ||
Line 6,175: | Line 7,373: | ||
|- | |- | ||
|Liabilities | |Liabilities | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 6,183: | Line 7,384: | ||
|- | |- | ||
|Current portion of debt and finance leases | |Current portion of debt and finance leases | ||
| | |||
| | | | ||
|2,132 | |2,132 | ||
| | |||
| | | | ||
| | | | ||
|50 | |50 | ||
| | |||
| | | | ||
| | | | ||
Line 6,194: | Line 7,398: | ||
|- | |- | ||
|Debt and finance leases, net of current portion | |Debt and finance leases, net of current portion | ||
| | |||
| | | | ||
|9,556 | |9,556 | ||
| | |||
| | | | ||
| | | | ||
|219 | |219 | ||
| | |||
| | | | ||
| | | | ||
Line 6,205: | Line 7,412: | ||
|- | |- | ||
|Mezzanine equity | |Mezzanine equity | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 6,213: | Line 7,423: | ||
|- | |- | ||
|Convertible senior notes | |Convertible senior notes | ||
| | |||
| | | | ||
|51 | |51 | ||
| | |||
| | | | ||
| | | | ||
|(51 | |(51 | ||
|) | |) | ||
| | |||
| | | | ||
|— | |— | ||
Line 6,224: | Line 7,437: | ||
|- | |- | ||
|Equity | |Equity | ||
| | |||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
Line 6,232: | Line 7,448: | ||
|- | |- | ||
|Additional paid-in capital | |Additional paid-in capital | ||
| | |||
| | | | ||
|27,260 | |27,260 | ||
| | |||
| | | | ||
| | | | ||
|(474 | |(474 | ||
|) | |) | ||
| | |||
| | | | ||
|26,786 | |26,786 | ||
Line 6,243: | Line 7,462: | ||
|- | |- | ||
|Accumulated deficit | |Accumulated deficit | ||
| | |||
| | | | ||
|(5,399 | |(5,399 | ||
|) | |) | ||
| | |||
| | | | ||
|211 | |211 | ||
| | |||
| | | | ||
| | | | ||
Line 6,265: | Line 7,487: | ||
Information regarding our intangible assets including assets recognized from our acquisitions was as follows (in millions): | Information regarding our intangible assets including assets recognized from our acquisitions was as follows (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
Line 6,614: | Line 7,869: | ||
Total future amortization expense for finite-lived intangible assets was estimated as follows (in millions): | Total future amortization expense for finite-lived intangible assets was estimated as follows (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
|2022 | |2022 | ||
| | |||
|$ | |$ | ||
|49 | |49 | ||
| | |||
|- | |- | ||
|2023 | |2023 | ||
| | |||
| | | | ||
|43 | |43 | ||
| | |||
|- | |- | ||
|2024 | |2024 | ||
| | |||
| | | | ||
|28 | |28 | ||
| | |||
|- | |- | ||
|2025 | |2025 | ||
| | |||
| | | | ||
|28 | |28 | ||
| | |||
|- | |- | ||
|2026 | |2026 | ||
| | |||
| | | | ||
|28 | |28 | ||
| | |||
|- | |- | ||
|Thereafter | |Thereafter | ||
| | |||
| | | | ||
|66 | |66 | ||
| | |||
|- | |- | ||
|Total | |Total | ||
| | |||
|$ | |$ | ||
|242 | |242 | ||
| | |||
|} | |} | ||
Note 5 – Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments | ||
Line 6,647: | Line 7,921: | ||
ASC 820, Fair Value Measurements, 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 assumptions 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 quoted 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 were measured at fair value on a recurring basis were as follows (in millions): | ASC 820, Fair Value Measurements, 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 assumptions 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 quoted 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 were measured at fair value on a recurring basis were as follows (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
| colspan=" | | | ||
| colspan=" | | colspan="14" |December 31, 2021 | ||
| | |||
| | |||
| colspan="14" |December 31, 2020 | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |Fair Value | | colspan="2" |Fair Value | ||
| | |||
| | |||
| colspan="2" |Level I | | colspan="2" |Level I | ||
| | |||
| | |||
| colspan="2" |Level II | | colspan="2" |Level II | ||
| | |||
| | |||
| colspan="2" |Level III | | colspan="2" |Level III | ||
| | |||
| | |||
| colspan="2" |Fair Value | | colspan="2" |Fair Value | ||
| | |||
| | |||
| colspan="2" |Level I | | colspan="2" |Level I | ||
| | |||
| | |||
| colspan="2" |Level II | | colspan="2" |Level II | ||
| | |||
| | |||
| colspan="2" |Level III | | colspan="2" |Level III | ||
| | |||
|- | |- | ||
|Money market funds (cash | |Money market funds (cash | ||
and cash equivalents) | and cash equivalents) | ||
| | |||
|$ | |$ | ||
|9,548 | |9,548 | ||
| | |||
| | |||
|$ | |$ | ||
|9,548 | |9,548 | ||
| | |||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
| | |||
|$ | |$ | ||
|13,847 | |13,847 | ||
| | |||
| | |||
|$ | |$ | ||
|13,847 | |13,847 | ||
| | |||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
|- | |- | ||
|Corporate debt securities | |Corporate debt securities | ||
Line 6,687: | Line 8,030: | ||
securities) | securities) | ||
| | |||
| | | | ||
|131 | |131 | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|131 | |131 | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
|- | |- | ||
|Interest rate swap liabilities | |Interest rate swap liabilities | ||
| | |||
| | | | ||
|31 | |31 | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|31 | |31 | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|58 | |58 | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
| | |||
| | | | ||
|58 | |58 | ||
| | |||
| | |||
| | | | ||
|— | |— | ||
| | |||
|- | |- | ||
|Total | |Total | ||
| | |||
|$ | |$ | ||
|9,710 | |9,710 | ||
| | |||
| | |||
|$ | |$ | ||
|9,548 | |9,548 | ||
| | |||
| | |||
|$ | |$ | ||
|162 | |162 | ||
| | |||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
| | |||
|$ | |$ | ||
|13,905 | |13,905 | ||
| | |||
| | |||
|$ | |$ | ||
|13,847 | |13,847 | ||
| | |||
| | |||
|$ | |$ | ||
|58 | |58 | ||
| | |||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
|} | |} | ||
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 marketable securities are classified within Level II of the fair value hierarchy and the market approach was used to determine fair value of these investments. Our interest rate swaps were classified within Level II of the fair value hierarchy because they were valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates. | 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 marketable securities are classified within Level II of the fair value hierarchy and the market approach was used to determine fair value of these investments. Our interest rate swaps were classified within Level II of the fair value hierarchy because they were valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates. | ||
Line 6,746: | Line 8,137: | ||
We enter into fixed-for-floating interest rate swap agreements to swap variable interest payments on certain debt for fixed interest payments, as required by certain of our lenders. We do not designate our interest rate swaps as hedging instruments. Accordingly, our interest rate swaps are recorded at fair value on the consolidated balance sheets within Other non-current assets or Other long-term liabilities, with any changes in their fair values recognized as Other income (expense), net, in the consolidated statements of operations and with any cash flows recognized as operating activities in the consolidated statements of cash flows. Our interest rate swaps outstanding were as follows (in millions): | We enter into fixed-for-floating interest rate swap agreements to swap variable interest payments on certain debt for fixed interest payments, as required by certain of our lenders. We do not designate our interest rate swaps as hedging instruments. Accordingly, our interest rate swaps are recorded at fair value on the consolidated balance sheets within Other non-current assets or Other long-term liabilities, with any changes in their fair values recognized as Other income (expense), net, in the consolidated statements of operations and with any cash flows recognized as operating activities in the consolidated statements of cash flows. Our interest rate swaps outstanding were as follows (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| colspan="2" |Aggregate Notional | | | ||
| | |||
Amount | | | ||
| colspan="2" |Gross Asset at | | | ||
| | |||
Fair Value | | | ||
| colspan="2" |Gross Liability at | | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="10" |December 31, 2021 | |||
| | |||
| | |||
| colspan="10" |December 31, 2020 | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="2" |Aggregate Notional | |||
Amount | |||
| | |||
| | |||
| colspan="2" |Gross Asset at | |||
Fair Value | |||
| | |||
| | |||
| colspan="2" |Gross Liability at | |||
Fair Value | Fair Value | ||
| | |||
| | |||
| colspan="2" |Aggregate Notional | | colspan="2" |Aggregate Notional | ||
Amount | Amount | ||
| | |||
| | |||
| colspan="2" |Gross Asset at | | colspan="2" |Gross Asset at | ||
Fair Value | Fair Value | ||
| | |||
| | |||
| colspan="2" |Gross Liability at | | colspan="2" |Gross Liability at | ||
Fair Value | Fair Value | ||
| | |||
|- | |- | ||
|Interest rate swaps | |Interest rate swaps | ||
| | |||
|$ | |$ | ||
|312 | |312 | ||
| | |||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
| | |||
|$ | |$ | ||
|31 | |31 | ||
| | |||
| | |||
|$ | |$ | ||
|554 | |554 | ||
| | |||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
| | |||
|$ | |$ | ||
|58 | |58 | ||
| | |||
|} | |} | ||
Our interest rate swaps activity was as follows (in millions): | Our interest rate swaps activity was as follows (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
| colspan=" | | | ||
| colspan="10" |Year Ended December 31, | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | |||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
| | |||
| colspan="2" |2019 | | colspan="2" |2019 | ||
| | |||
|- | |- | ||
|Gross losses | |Gross losses | ||
| | |||
|$ | |$ | ||
|9 | |9 | ||
| | |||
| | |||
|$ | |$ | ||
|42 | |42 | ||
| | |||
| | |||
|$ | |$ | ||
|51 | |51 | ||
| | |||
|- | |- | ||
|Gross gains | |Gross gains | ||
| | |||
|$ | |$ | ||
|22 | |22 | ||
| | |||
| | |||
|$ | |$ | ||
|6 | |6 | ||
| | |||
| | |||
|$ | |$ | ||
|11 | |11 | ||
| | |||
|} | |} | ||
Disclosure of Fair Values | Disclosure of Fair Values | ||
Line 6,818: | Line 8,295: | ||
We estimate the fair value of the Convertible Senior Notes and the 2025 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 Solar Asset and Loan-backed Notes based on rates currently offered for instruments with similar maturities and terms (Level III). The following table presents the estimated fair values and the carrying values (in millions): | We estimate the fair value of the Convertible Senior Notes and the 2025 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 Solar Asset and Loan-backed Notes based on rates currently offered for instruments with similar maturities and terms (Level III). The following table presents the estimated fair values and the carrying values (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | | | ||
| colspan=" | | | ||
| colspan=" | | colspan="6" |December 31, 2021 | ||
| | |||
| | |||
| colspan="6" |December 31, 2020 | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |Carrying Value | | colspan="2" |Carrying Value | ||
| | |||
| | |||
| colspan="2" |Fair Value | | colspan="2" |Fair Value | ||
| | |||
| | |||
| colspan="2" |Carrying Value | | colspan="2" |Carrying Value | ||
| | |||
| | |||
| colspan="2" |Fair Value | | colspan="2" |Fair Value | ||
| | |||
|- | |- | ||
|Convertible Senior Notes (1) | |Convertible Senior Notes (1) | ||
| | |||
|$ | |$ | ||
|119 | |119 | ||
| | |||
| | |||
|$ | |$ | ||
|2,016 | |2,016 | ||
| | |||
| | |||
|$ | |$ | ||
|1,971 | |1,971 | ||
| | |||
| | |||
|$ | |$ | ||
|24,596 | |24,596 | ||
| | |||
|- | |- | ||
|2025 Notes (1) | |2025 Notes (1) | ||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
| | |||
|$ | |$ | ||
|— | |— | ||
| | |||
| | |||
|$ | |$ | ||
|1,785 | |1,785 | ||
| | |||
| | |||
|$ | |$ | ||
|1,877 | |1,877 | ||
| | |||
|- | |- | ||
|Solar Asset and Loan-backed Notes | |Solar Asset and Loan-backed Notes | ||
| | |||
|$ | |$ | ||
|827 | |827 | ||
| | |||
| | |||
|$ | |$ | ||
|834 | |834 | ||
| | |||
| | |||
|$ | |$ | ||
|1,261 | |1,261 | ||
| | |||
| | |||
|$ | |$ | ||
|1,289 | |1,289 | ||
| | |||
|} | |} | ||
(1) | (1) | ||
Line 6,867: | Line 8,397: | ||
Our inventory consisted of the following (in millions): | Our inventory consisted of the following (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
| | |||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | |||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
|- | |- | ||
|Raw materials | |Raw materials | ||
| | |||
|$ | |$ | ||
|2,816 | |2,816 | ||
| | |||
| | |||
|$ | |$ | ||
|1,508 | |1,508 | ||
| | |||
|- | |- | ||
|Work in process | |Work in process | ||
| | |||
| | | | ||
|1,089 | |1,089 | ||
| | |||
| | |||
| | | | ||
|493 | |493 | ||
| | |||
|- | |- | ||
|Finished goods (1) | |Finished goods (1) | ||
| | |||
| | | | ||
|1,277 | |1,277 | ||
| | |||
| | |||
| | | | ||
|1,666 | |1,666 | ||
| | |||
|- | |- | ||
|Service parts | |Service parts | ||
| | |||
| | | | ||
|575 | |575 | ||
| | |||
| | |||
| | | | ||
|434 | |434 | ||
| | |||
|- | |- | ||
|Total | |Total | ||
| | |||
|$ | |$ | ||
|5,757 | |5,757 | ||
| | |||
| | |||
|$ | |$ | ||
|4,101 | |4,101 | ||
| | |||
|} | |} | ||
(1) | (1) | ||
Line 6,918: | Line 8,485: | ||
Our solar energy systems, net, consisted of the following (in millions): | Our solar energy systems, net, consisted of the following (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
Line 6,926: | Line 8,503: | ||
| | | | ||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
Line 6,934: | Line 8,512: | ||
|- | |- | ||
|Solar energy systems in service | |Solar energy systems in service | ||
| | |||
|$ | |$ | ||
|6,809 | |6,809 | ||
Line 6,945: | Line 8,524: | ||
system lease acquisition costs | system lease acquisition costs | ||
| | |||
| | | | ||
|104 | |104 | ||
Line 6,953: | Line 8,533: | ||
| | | | ||
|- | |- | ||
| | |||
| | | | ||
| | | | ||
Line 6,963: | Line 8,544: | ||
|- | |- | ||
|Less: accumulated depreciation and amortization (1) | |Less: accumulated depreciation and amortization (1) | ||
| | |||
| | | | ||
|(1,187 | |(1,187 | ||
Line 6,971: | Line 8,553: | ||
|) | |) | ||
|- | |- | ||
| | |||
| | | | ||
| | | | ||
Line 6,981: | Line 8,564: | ||
|- | |- | ||
|Solar energy systems under construction | |Solar energy systems under construction | ||
| | |||
| | | | ||
|18 | |18 | ||
Line 6,990: | Line 8,574: | ||
|- | |- | ||
|Solar energy systems pending interconnection | |Solar energy systems pending interconnection | ||
| | |||
| | | | ||
|21 | |21 | ||
Line 6,999: | Line 8,584: | ||
|- | |- | ||
|Solar energy systems, net (2) (3) | |Solar energy systems, net (2) (3) | ||
| | |||
|$ | |$ | ||
|5,765 | |5,765 | ||
Line 7,023: | Line 8,609: | ||
Our property, plant and equipment, net, consisted of the following (in millions): | Our property, plant and equipment, net, consisted of the following (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
| | | | ||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | | | ||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | | | ||
| colspan="2" |2020 | | colspan="2" |2020 | ||
Line 7,037: | Line 8,636: | ||
|- | |- | ||
|Machinery, equipment, vehicles and office furniture | |Machinery, equipment, vehicles and office furniture | ||
| | |||
|$ | |$ | ||
|9,953 | |9,953 | ||
| | |||
| | | | ||
|$ | |$ | ||
Line 7,045: | Line 8,646: | ||
|- | |- | ||
|Tooling | |Tooling | ||
| | |||
| | | | ||
|2,188 | |2,188 | ||
| | |||
| | | | ||
| | | | ||
Line 7,053: | Line 8,656: | ||
|- | |- | ||
|Leasehold improvements | |Leasehold improvements | ||
| | |||
| | | | ||
|1,826 | |1,826 | ||
| | |||
| | | | ||
| | | | ||
Line 7,061: | Line 8,666: | ||
|- | |- | ||
|Land and buildings | |Land and buildings | ||
| | |||
| | | | ||
|4,675 | |4,675 | ||
| | |||
| | | | ||
| | | | ||
Line 7,069: | Line 8,676: | ||
|- | |- | ||
|Computer equipment, hardware and software | |Computer equipment, hardware and software | ||
| | |||
| | | | ||
|1,414 | |1,414 | ||
| | |||
| | | | ||
| | | | ||
Line 7,077: | Line 8,686: | ||
|- | |- | ||
|Construction in progress | |Construction in progress | ||
| | |||
| | | | ||
|5,559 | |5,559 | ||
| | |||
| | | | ||
| | | | ||
Line 7,084: | Line 8,695: | ||
| | | | ||
|- | |- | ||
| | |||
| | | | ||
| | | | ||
|25,615 | |25,615 | ||
| | |||
| | | | ||
| | | | ||
Line 7,093: | Line 8,706: | ||
|- | |- | ||
|Less: Accumulated depreciation | |Less: Accumulated depreciation | ||
| | |||
| | | | ||
|(6,731 | |(6,731 | ||
|) | |) | ||
| | |||
| | | | ||
|(5,117 | |(5,117 | ||
Line 7,101: | Line 8,716: | ||
|- | |- | ||
|Total | |Total | ||
| | |||
|$ | |$ | ||
|18,884 | |18,884 | ||
| | |||
| | | | ||
|$ | |$ | ||
Line 7,120: | Line 8,737: | ||
Our accrued liabilities and other current liabilities consisted of the following (in millions): | Our accrued liabilities and other current liabilities consisted of the following (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| colspan="2" |December 31, | | | ||
| colspan="2" |December 31, | | | ||
|- | | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| colspan="2" |December 31, | |||
| | |||
| | |||
| colspan="2" |December 31, | |||
| | |||
|- | |||
| | |||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | |||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
|- | |- | ||
|Accrued purchases (1) | |Accrued purchases (1) | ||
| | |||
|$ | |$ | ||
|2,045 | |2,045 | ||
| | |||
| | |||
|$ | |$ | ||
|901 | |901 | ||
| | |||
|- | |- | ||
|Taxes payable (2) | |Taxes payable (2) | ||
| | |||
| | | | ||
|1,122 | |1,122 | ||
| | |||
| | |||
| | | | ||
|777 | |777 | ||
| | |||
|- | |- | ||
|Payroll and related costs | |Payroll and related costs | ||
| | |||
| | | | ||
|906 | |906 | ||
| | |||
| | |||
| | | | ||
|654 | |654 | ||
| | |||
|- | |- | ||
|Accrued warranty reserve, current portion | |Accrued warranty reserve, current portion | ||
| | |||
| | | | ||
|703 | |703 | ||
| | |||
| | |||
| | | | ||
|479 | |479 | ||
| | |||
|- | |- | ||
|Sales return reserve, current portion | |Sales return reserve, current portion | ||
| | |||
| | | | ||
|265 | |265 | ||
| | |||
| | |||
| | | | ||
|417 | |417 | ||
| | |||
|- | |- | ||
|Operating lease liabilities, current portion | |Operating lease liabilities, current portion | ||
| | |||
| | | | ||
|368 | |368 | ||
| | |||
| | |||
| | | | ||
|286 | |286 | ||
| | |||
|- | |- | ||
|Accrued interest | |Accrued interest | ||
| | |||
| | | | ||
|16 | |16 | ||
| | |||
| | |||
| | | | ||
|77 | |77 | ||
| | |||
|- | |- | ||
|Other current liabilities | |Other current liabilities | ||
| | |||
| | | | ||
|294 | |294 | ||
| | |||
| | |||
| | | | ||
|264 | |264 | ||
| | |||
|- | |- | ||
|Total | |Total | ||
| | |||
|$ | |$ | ||
|5,719 | |5,719 | ||
| | |||
| | |||
|$ | |$ | ||
|3,855 | |3,855 | ||
| | |||
|} | |} | ||
(1) | (1) | ||
Line 7,195: | Line 8,865: | ||
Our other long-term liabilities consisted of the following (in millions): | Our other long-term liabilities consisted of the following (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
| | |||
| colspan="2" |December 31, | | colspan="2" |December 31, | ||
| | |||
|- | |- | ||
| | |||
| | | | ||
| colspan="2" |2021 | | colspan="2" |2021 | ||
| | |||
| | |||
| colspan="2" |2020 | | colspan="2" |2020 | ||
| | |||
|- | |- | ||
|Operating lease liabilities | |Operating lease liabilities | ||
| | |||
|$ | |$ | ||
|1,671 | |1,671 | ||
| | |||
| | |||
|$ | |$ | ||
|1,254 | |1,254 | ||
| | |||
|- | |- | ||
|Accrued warranty reserve | |Accrued warranty reserve | ||
| | |||
| | | | ||
|1,398 | |1,398 | ||
| | |||
| | |||
| | | | ||
|989 | |989 | ||
| | |||
|- | |- | ||
|Sales return reserve | |Sales return reserve | ||
| | |||
| | | | ||
|133 | |133 | ||
| | |||
| | |||
| | | | ||
|500 | |500 | ||
| | |||
|- | |- | ||
|Deferred tax liability | |Deferred tax liability | ||
| | |||
| | | | ||
|24 | |24 | ||
| | |||
| | |||
| | | | ||
|151 | |151 | ||
| | |||
|- | |- | ||
|Other non-current liabilities | |Other non-current liabilities | ||
| | |||
| | | | ||
|320 | |320 | ||
| | |||
| | |||
| | | | ||
|436 | |436 | ||
| | |||
|- | |- | ||
|Total other long-term liabilities | |Total other long-term liabilities | ||
| | |||
|$ | |$ | ||
|3,546 | |3,546 | ||
| | |||
| | |||
|$ | |$ | ||
|3,330 | |3,330 | ||
| | |||
|} | |} | ||
Note 11 – Debt | Note 11 – Debt | ||
Line 7,244: | Line 8,955: | ||
The following is a summary of our debt and finance leases as of December 31, 2021 (in millions): | The following is a summary of our debt and finance leases as of December 31, 2021 (in millions): | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="8" | | |||
| | | | ||
| | | | ||
| colspan=" | | | ||
| colspan="3" |Unpaid | |||
| | |||
| | |||
| | |||
| colspan="3" |Unused | |||
| | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="9" |Net Carrying Value | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="3" |Principal | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="3" |Committed | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" |Contractual | |||
| | | | ||
|Contractual | |||
|- | |- | ||
| | | | ||
| | | | ||
| colspan=" | | colspan="3" |Current | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="3" |Long-Term | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="3" |Balance | |||
| | | | ||
| | | | ||
| | | | ||
|1 | | colspan="3" |Amount (1) | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" |Interest Rates | |||
| | | | ||
| | |Maturity Date | ||
|- | |- | ||
| | |Recourse debt: | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
|2022 Notes | |||
| | | | ||
|$ | |||
| | | | ||
| | |29 | ||
| | | | ||
| | | | ||
| | | | ||
|$ | |||
| | | | ||
|— | |— | ||
| | | | ||
| | | | ||
| | | | ||
|$ | |||
| | | | ||
| | |29 | ||
| | | | ||
| | | | ||
| | | | ||
|$ | |||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
|2.375 | |||
|% | |||
| | | | ||
| | |March 2022 | ||
|- | |||
|2024 Notes | |||
| | | | ||
| | | | ||
| | | | ||
|1 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|89 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|91 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
|2.00 | |||
|% | |||
| | | | ||
|May 2024 | |||
|- | |- | ||
| | |Credit Agreement | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|1,250 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,250 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|920 | |||
| | | | ||
| | | | ||
| | | | ||
|3.3 | |||
|% | |||
| | | | ||
|July 2023 | |||
|- | |- | ||
|Solar Bonds | |||
| | | | ||
| | | | ||
| colspan=" | | colspan="2" |0 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|7 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |7 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | |4.0-5.8 | ||
|% | |||
| | |||
|January 2022 - January 2031 | |||
|- | |||
|Total recourse debt | |||
| | | | ||
| | | | ||
| | | | ||
| | |30 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|1,346 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,377 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|920 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |||
|Non-recourse debt: | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | |Automotive Asset-backed Notes | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,007 | ||
| | | | ||
| | | | ||
Line 7,658: | Line 9,264: | ||
| | | | ||
| | | | ||
| | |1,706 | ||
| | | | ||
| | | | ||
Line 7,664: | Line 9,270: | ||
| | | | ||
| | | | ||
| | |2,723 | ||
| | | | ||
| | | | ||
Line 7,674: | Line 9,280: | ||
| | | | ||
| | | | ||
| | |0.1%-5.5 | ||
|% | |% | ||
| | | | ||
| | |September 2022-September 2025 | ||
|- | |- | ||
| | |Solar Asset and Loan-backed Notes | ||
| | | | ||
| | | | ||
| | | | ||
| | |27 | ||
| | | | ||
| | | | ||
Line 7,689: | Line 9,295: | ||
| | | | ||
| | | | ||
| | |800 | ||
| | | | ||
| | | | ||
Line 7,695: | Line 9,301: | ||
| | | | ||
| | | | ||
| | |844 | ||
| | | | ||
| | | | ||
Line 7,705: | Line 9,311: | ||
| | | | ||
| | | | ||
|2. | |2.9%-7.7 | ||
|% | |% | ||
| | | | ||
| | |September 2024-September 2049 | ||
|- | |- | ||
| | |Cash Equity Debt | ||
| | | | ||
| | | | ||
| | | | ||
| | |24 | ||
| | | | ||
| | | | ||
Line 7,720: | Line 9,326: | ||
| | | | ||
| | | | ||
| | |388 | ||
| | | | ||
| | | | ||
Line 7,726: | Line 9,332: | ||
| | | | ||
| | | | ||
| | |422 | ||
| | | | ||
| | | | ||
Line 7,736: | Line 9,342: | ||
| | | | ||
| | | | ||
|5. | |5.3-5.8 | ||
|% | |% | ||
| | | | ||
| | |July 2033-January 2035 | ||
|- | |- | ||
|Credit | |Automotive Lease-backed Credit Facilities | ||
| | | | ||
| | | | ||
Line 7,751: | Line 9,357: | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
Line 7,757: | Line 9,363: | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
Line 7,763: | Line 9,369: | ||
| | | | ||
| | | | ||
| | |167 | ||
| | | | ||
| | | | ||
| | | | ||
| | | colspan="2" |Not applicable | ||
| | |||
| | | | ||
| | |September 2023 | ||
|- | |- | ||
| | |Other Loans | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
Line 7,782: | Line 9,387: | ||
| | | | ||
| | | | ||
| | |14 | ||
| | | | ||
| | | | ||
Line 7,788: | Line 9,393: | ||
| | | | ||
| | | | ||
| | |14 | ||
| | | | ||
| | | | ||
Line 7,794: | Line 9,399: | ||
| | | | ||
| | | | ||
| | |21 | ||
| | | | ||
| | | | ||
| | | | ||
| | |5.1 | ||
|% | |% | ||
| | | | ||
| | |February 2033 | ||
|- | |- | ||
|Total recourse debt | |Total non-recourse debt | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,058 | ||
| | | | ||
| | | | ||
Line 7,813: | Line 9,418: | ||
| | | | ||
| | | | ||
| | |2,908 | ||
| | | | ||
| | | | ||
Line 7,819: | Line 9,424: | ||
| | | | ||
| | | | ||
| | |4,003 | ||
| | | | ||
| | | | ||
Line 7,825: | Line 9,430: | ||
| | | | ||
| | | | ||
| | |188 | ||
| | | | ||
| | | | ||
Line 7,834: | Line 9,439: | ||
| | | | ||
|- | |- | ||
| | |Total debt | ||
| | |||
| | | | ||
| | | | ||
| | |1,088 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|4,254 | |||
| | | | ||
| | | | ||
| | | | ||
| | |$ | ||
| | | | ||
|5,380 | |||
| | | | ||
| | | | ||
| | | | ||
| | |$ | ||
| | |||
|1,108 | |||
| | | | ||
| | | | ||
Line 7,861: | Line 9,470: | ||
| | | | ||
|- | |- | ||
| | |Finance leases | ||
| | |||
| | | | ||
| | | | ||
|501 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|991 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | |Total debt and finance leases | ||
| | | | ||
|$ | |||
| | | | ||
|1,589 | |||
| | | | ||
| | | | ||
| | | | ||
|$ | |||
| | | | ||
|5,245 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |} | ||
| | The following is a summary of our debt and finance leases as of December 31, 2020 (in millions): | ||
{| class="wikitable" | |||
| | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 7,933: | Line 9,540: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 7,939: | Line 9,545: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 7,945: | Line 9,550: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="8" | | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="3" |Unpaid | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="3" |Unused | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| colspan="9" |Net Carrying Value | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="3" |Principal | |||
| | | | ||
| | | | ||
| | | | ||
| | | colspan="3" |Committed | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" |Contractual | |||
| | | | ||
|Contractual | |||
|- | |||
| | | | ||
| | | | ||
| colspan="3" |Current | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="3" |Long-Term | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="3" |Balance | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="3" |Amount (1) | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" |Interest Rates | |||
| | | | ||
|Maturity Date | |||
|- | |||
|Recourse debt: | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |||
|2021 Notes | |||
| | | | ||
|$ | |||
| | | | ||
|419 | |||
| | | | ||
| | | | ||
| | | | ||
|$ | |||
| | | | ||
|— | |||
| | | | ||
| | | | ||
| | | | ||
| | |$ | ||
| | | | ||
|422 | |||
| | | | ||
| | | | ||
| | | | ||
|$ | |||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
|1. | |1.25 | ||
|% | |% | ||
| | | | ||
| | |March 2021 | ||
|- | |- | ||
| | |2022 Notes | ||
| | | | ||
| | | | ||
| | | | ||
| | |115 | ||
| | | | ||
| | | | ||
Line 8,090: | Line 9,689: | ||
| | | | ||
| | | | ||
| | |366 | ||
| | | | ||
| | | | ||
Line 8,096: | Line 9,695: | ||
| | | | ||
| | | | ||
| | |503 | ||
| | | | ||
| | | | ||
Line 8,102: | Line 9,701: | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
|2. | |2.375 | ||
|% | |% | ||
| | | | ||
| | |March 2022 | ||
|- | |- | ||
| | |2024 Notes | ||
| | | | ||
| | | | ||
| | | | ||
| | |171 | ||
| | | | ||
| | | | ||
Line 8,121: | Line 9,720: | ||
| | | | ||
| | | | ||
| | |856 | ||
| | | | ||
| | | | ||
Line 8,127: | Line 9,726: | ||
| | | | ||
| | | | ||
| | |1,282 | ||
| | | | ||
| | | | ||
Line 8,133: | Line 9,732: | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
|2.00 | |||
|% | |||
| | | | ||
|May 2024 | |||
|- | |||
|2025 Notes | |||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|1,785 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|1,800 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
|5.30 | |||
|% | |||
| | | | ||
|August 2025 | |||
|- | |||
|Credit Agreement | |||
| | | | ||
| | | | ||
| | | | ||
|— | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|1,895 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|1,895 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|278 | |||
| | | | ||
| | | | ||
| | | | ||
|3.3 | |||
|% | |||
| | | | ||
|July 2023 | |||
|- | |||
|Solar Bonds and other Loans | |||
| | | | ||
| | | | ||
| | | | ||
|4 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|49 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|55 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|— | |||
| | | | ||
| | | | ||
| | | | ||
|3.6%-5.8 | |||
|% | |||
| | | | ||
|January 2021 - January 2031 | |||
|- | |||
|Total recourse debt | |||
| | | | ||
| | |||
| | |||
|709 | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|4,951 | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|5,957 | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|278 | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|Non-recourse debt: | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| | |||
| | |||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| colspan=" | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | |Automotive Asset-backed Notes | ||
| | |||
| | |||
| | |||
|777 | |||
| | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |921 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,705 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|— | |— | ||
| | | | ||
| | | | ||
| | | | ||
|0.6%-7.9 | |||
|% | |||
| | |||
|August 2021-August 2024 | |||
|- | |- | ||
| | |Solar Asset and Loan-backed Notes | ||
| | |||
| | |||
| | |||
|52 | |||
| | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|1,209 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,293 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|— | |||
| | | | ||
| | | | ||
| | | | ||
|3.0%-7.7 | |||
|% | |||
| | | | ||
| | |September 2024-September 2049 | ||
|- | |||
|China Loan Agreements | |||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|616 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |616 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|1,372 | |||
| | | | ||
| | | | ||
| | | | ||
| | |4.0 | ||
|% | |||
| | | | ||
|June 2021-December 2024 | |||
|- | |- | ||
| | |Cash Equity Debt | ||
| | | | ||
| | | | ||
| | | | ||
| | |18 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |408 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |439 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
|5.3%-5.8 | |||
|% | |||
| | | | ||
| | |July 2033-January 2035 | ||
|- | |- | ||
| | |Warehouse Agreement | ||
| | | | ||
| | | | ||
| | | | ||
| | |37 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|257 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |294 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|806 | |||
| | | | ||
| | | | ||
| | | | ||
| | |1.7%-1.8 | ||
|% | |||
| | | | ||
|September 2022 | |||
|- | |||
|Solar Term Loan | |||
| | | | ||
| | | | ||
| | | | ||
| | |151 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |151 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | |3.7 | ||
| | |% | ||
| | | | ||
| | |January 2021 | ||
|- | |||
|Automotive Lease-backed Credit Facility | |||
| | | | ||
| | | | ||
| | | | ||
|14 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |19 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |33 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|153 | |||
| | | | ||
| | | | ||
| | | | ||
| | |1.9%-5.9 | ||
| | |% | ||
| | | | ||
|September 2022-November 2022 | |||
|- | |||
|Solar Revolving Credit Facility and | |||
other Loans | |||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |81 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|81 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|23 | |||
| | | | ||
| | | | ||
| | | | ||
| | |2.7%-5.1 | ||
|% | |||
| | | | ||
|June 2022-February 2033 | |||
|- | |- | ||
| | |Total non-recourse debt | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,049 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |3,511 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|4,612 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |2,354 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | |Total debt | ||
| | |||
| | | | ||
| | | | ||
| | |1,758 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|8,462 | |||
| | | | ||
| | | | ||
| | | | ||
| | |$ | ||
| | | | ||
|10,569 | |||
| | | | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | | | ||
|2,632 | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | |Finance leases | ||
| | | | ||
| | | | ||
| | | | ||
| | |374 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,094 | ||
| | |||
| | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| | |||
| | |||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
|Total debt and finance leases | |||
| | | | ||
|$ | |$ | ||
| | | | ||
| | |2,132 | ||
| | |||
| | |||
| | | | ||
| | |$ | ||
| | | | ||
| | |9,556 | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|2 | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|} | |} | ||
(1) | |||
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 certain 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, solar energy systems and the associated customer contracts or various other assets and as may be described below. | |||
Recourse debt refers to debt that is recourse to our general assets. Non-recourse debt refers to debt that is recourse to only assets of our subsidiaries. The differences between the unpaid principal balances and the net carrying values are due to debt discounts or deferred financing costs. On January 1, 2021, we adopted ASU 2020-06 using the modified retrospective method. As a result of this adoption, we have de-recognized the remaining debt discounts on the 2021, 2022 and 2024 Notes and therefore no longer recognized any amortization of debt discounts as interest expense (see Note 2, Summary of Significant Accounting Policies). As of December 31, 2021, we were in material compliance with all financial debt covenants. | |||
2021 Notes, Bond Hedges and Warrant Transactions | |||
During the first quarter of 2021, the remaining $422 million in aggregate principal amount of the 2021 Notes was settled in cash for the par amount and 5.3 million shares of our common stock were issued for the applicable conversion premium. The note hedges we entered into in connection with the issuance of the 2021 Notes were automatically settled with the respective conversions of the 2021 Notes, resulting in the receipt of 5.3 million shares of our common stock during the same period. Additionally, during the second and third quarters of 2021, we fully settled the warrants entered into in connection with the issuance of the 2021 Notes, resulting in the issuance of 15.8 million shares of our common stock. | |||
2022 Notes, Bond Hedges and Warrant Transactions | |||
In March 2017, we issued $978 million in aggregate principal amount of our 2022 Notes in a public offering. The net proceeds from the issuance, after deducting transaction costs, were $966 million. | |||
Each $1,000 of principal of the 2022 Notes is convertible into 15.2670 shares of our common stock, which is equivalent to a conversion price of $65.50 per share, subject to adjustment upon the occurrence of specified events. As of December 31, 2021, holders of the 2022 Notes have the option to convert. Such holders also had the option to convert in each quarter in 2021 due to the closing price of our common stock exceeding 130% of the applicable conversion price on at least 20 of the last 30 consecutive trading days of the prior applicable quarter. We have elected to settle the principal in cash and the conversion premium in net shares upon a conversion. If a fundamental change occurs prior to the maturity date, holders of the 2022 Notes may require us to repurchase all or a portion of their 2022 Notes for cash at a repurchase price equal to 100% of the principal amount plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, we would increase the conversion rate for a holder who elects to convert its 2022 Notes in connection with such an event in certain circumstances. | |||
In accordance with GAAP relating to embedded conversion features, we initially valued and bifurcated the conversion feature associated with the 2022 Notes. We recorded to stockholders’ equity $146 million for the conversion feature. The resulting debt discount was being amortized to interest expense at an effective interest rate of 6.00%, which is no longer applicable under ASU 2020-06. | |||
In connection with the offering of the 2022 Notes, we entered into convertible note hedge transactions whereby we had the option to purchase 14.9 million shares of our common stock at a price of $65.50 per share. The cost of the convertible note hedge transactions was $204 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase 14.9 million shares of our common stock at a price of $131.00 per share. We received $53 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of the warrants are intended to reduce potential dilution from the conversion of the 2022 Notes and to effectively increase the overall conversion price from $65.50 to $131.00 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital on the consolidated balance sheet. | |||
During the year ended December 31, 2021, $474 million in aggregate principal amount of the 2022 Notes was early converted and settled in cash for the par amount and 6.5 million shares of our common stock were issued for the applicable conversion premium. The note hedges we entered into in connection with the issuance of the 2022 Notes were automatically settled with the respective conversions of the 2022 Notes, resulting in the receipt of 6.5 million shares of our common stock during the same period. The related warrants will settle under their terms after the maturity or settlement of the 2022 Notes. As of December 31, 2021, the if-converted value of the notes exceeds the outstanding principal amount by $439 million. | |||
| | 2024 Notes, Bond Hedges and Warrant Transactions | ||
In May 2019, we issued $1.84 billion in aggregate principal amount of our 2024 Notes in a public offering. The net proceeds from the issuance, after deducting transaction costs, were $1.82 billion. | |||
Each $1,000 of principal of the 2024 Notes is convertible into 16.1380 shares of our common stock, which is equivalent to a conversion price of $61.97 per share, subject to adjustment upon the occurrence of specified events. Holders of the 2024 Notes may convert, at their option, on or after February 15, 2024. Further, holders of the 2024 Notes may convert, at their option, prior to February 15, 2024 only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each trading day; (2) during the five-business day period after any five-consecutive trading day period in which the trading price per $1,000 principal amount of the 2024 Notes for each trading day of such period is less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day, or (3) if specified corporate events occur. Upon conversion, the 2024 Notes will be settled in cash, shares of our common stock or a combination thereof, at our election. If a fundamental change occurs prior to the maturity date, holders of the 2024 Notes may require us to repurchase all or a portion of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, we would increase the conversion rate for a holder who elects to convert its 2024 Notes in connection with such an event in certain circumstances. Early conversion of notes which are scheduled to settle in the following quarter are classified as current on our consolidated balance sheets. | |||
In accordance with GAAP relating to embedded conversion features, we initially valued and bifurcated the conversion feature associated with the 2024 Notes. We recorded to stockholders’ equity $491 million for the conversion feature. The resulting debt discount was being amortized to interest expense at an effective interest rate of 8.68%, which is no longer applicable under ASU 2020-06. | |||
In connection with the offering of the 2024 Notes, we entered into convertible note hedge transactions whereby we had the option to purchase 29.7 million shares of our common stock at a price of $61.97 per share. The cost of the convertible note hedge transactions was $476 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase 29.7 million shares of our common stock at a price of $121.50 per share. We received $174 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of the warrants are intended to reduce potential dilution from the conversion of the 2024 Notes and to effectively increase the overall conversion price from $61.97 to $121.50 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital on the consolidated balance sheet. | |||
The closing price of our common stock exceeded 130% of the applicable conversion price on at least 20 of the last 30 consecutive trading days of each quarter in 2021, causing the 2024 Notes to be convertible by their holders in the subsequent quarter. During the year ended December 31, 2021, $1.19 billion in aggregate principal amount of the 2024 Notes was early converted and settled in cash for the par amount and 17.6 million shares of our common stock were issued for the applicable conversion premium. The note hedges we entered into in connection with the issuance of the 2024 Notes were automatically settled with the respective conversions of the 2024 Notes, resulting in the receipt of 17.6 million shares of our common stock during the same period. Additionally, during the year ended December 31, 2021, we partially settled the warrants entered into in connection with the issuance of the 2024 Notes, resulting in the issuance of 21.4 million shares of our common stock. As of December 31, 2021, the if-converted value of the notes exceeds the outstanding principal amount by $1.46 billion. | |||
2025 Notes | |||
In August 2017, we issued $1.80 billion in aggregate principal amount of the 2025 Notes pursuant to Rule 144A and Regulation S under the Securities Act. The net proceeds from the issuance, after deducting transaction costs, were $1.77 billion. During the year ended December 31, 2021, we fully repaid the $1.80 billion in aggregate principal of the 2025 Notes and recorded an extinguishment of debt charge of $60 million related to the redemption in Interest expense in the consolidated statement of operations. | |||
Credit Agreement | |||
In June 2015, we entered into a senior asset-based revolving credit agreement (as amended from time to time, the “Credit Agreement”) with a syndicate of banks. Borrowed funds bear interest, at our option, at an annual rate of (a) 1% plus LIBOR or (b) the highest of (i) the federal funds rate plus 0.50%, (ii) the lenders’ “prime rate” or (iii) 1% plus LIBOR. The fee for undrawn amounts is 0.25% per annum. The Credit Agreement is secured by certain of our accounts receivable, inventory and equipment. Availability under the Credit Agreement is based on the value of such assets, as reduced by certain reserves. | |||
Automotive Asset-backed Notes | |||
From time to time, we transfer receivables or beneficial interests related to certain leased vehicles into special purpose entities (“SPEs”) and issue Automotive Asset-backed Notes, backed by these automotive assets to investors. The SPEs are consolidated in the financial statements. The cash flows generated by these automotive assets are used to service the principal and interest payments on the Automotive Asset-backed Notes and satisfy the SPEs’ expenses, and any remaining cash is distributed to the owners of the SPEs. We recognize revenue earned from the associated customer lease contracts in accordance with our revenue recognition policy. The SPEs’ assets and cash flows are not available to our other creditors, and the creditors of the SPEs, including the Automotive Asset-backed Note holders, have no recourse to our other assets. | |||
During the year ended December 31, 2021, we transferred beneficial interests related to certain leased vehicles into SPEs and issued $1.98 billion in aggregate principal amount of Automotive Asset-backed Notes, with terms similar to our other, previously issued, Automotive Asset-backed Notes. The proceeds from the issuances, net of discounts and fees, were $1.97 billion. | |||
Solar Asset and Loan-backed Notes | |||
Our subsidiaries pooled and transferred qualifying solar energy systems and the associated customer contracts, our interests in certain financing funds or certain MyPower customer notes receivable into SPEs and issued Solar Asset and Loan-backed Notes backed by these solar assets, interests to investors or MyPower customer notes receivable. The SPEs are wholly owned by us and are consolidated in the financial statements. The cash flows generated by these solar assets and notes receivable, or distributed by the underlying financing funds to certain SPEs are used to service the principal and interest payments on the Solar Asset and Loan-backed Notes and satisfy the SPEs’ expenses, and any remaining cash is distributed to us. The SPEs’ assets and cash flows are not available to our other creditors, and the creditors of the SPEs, including the Solar Asset and Loan-backed Note holders, have no recourse to our other assets. We contracted with certain SPEs to provide operations & maintenance and administrative services for the solar energy systems. As of December 31, 2021, solar assets pledged as collateral for Solar Asset and Loan-backed Notes had a carrying value of $257 million and are included within Solar energy systems, net, on the consolidated balance sheet. | |||
During the year ended December 31, 2021, we early repaid $374 million in aggregate principal of the Solar Asset and Loan-backed Notes and recorded an extinguishment of debt charge of $16 million related to the early repayments in Interest expense in the consolidated statement of operations. | |||
China Loan Agreements | |||
In December 2019, one of our subsidiaries entered into loan agreements with a syndicate of lenders in China for a secured term loan facility of up to RMB 9.0 billion or the equivalent amount drawn in U.S. dollars (the “Fixed Asset Facility”) to be used in connection with our construction of our Gigafactory Shanghai. Outstanding borrowings pursuant to the Fixed Asset Facility accrued interest at a rate equal to: (i) for RMB-denominated loans, the market quoted interest rate published by the People’s Bank of China minus 0.7625%, and (ii) for U.S. dollar-denominated loans, the sum of one-year LIBOR plus 1.3%. The Fixed Asset Facility was secured by certain real property relating to Gigafactory Shanghai and is non-recourse to our other assets. During the year ended December 31, 2021, we fully repaid the $614 million in aggregate principal of the Fixed Asset Facility and the facility was terminated. | |||
In May 2020, one of our subsidiaries entered into an additional Working Capital Loan Contract (the “2020 China Working Capital Facility”) with a lender in China for an unsecured revolving facility of up to RMB 4.00 billion (or the equivalent amount drawn in U.S. dollars), to be used for expenditures related to production at our Gigafactory Shanghai. Borrowed funds bear interest at an annual rate of: (i) for RMB-denominated loans, the market quoted interest rate published by an authority designated by the People’s Bank of China minus 0.35%, (ii) for U.S. dollar-denominated loans, the sum of one-year LIBOR plus 0.8%. The 2020 China Working Capital Facility is non-recourse to our assets. During the year ended December 31, 2021, the 2020 China Working Capital Facility matured and the facility was terminated. | |||
Cash Equity Debt | |||
In connection with the cash equity financing deals closed in 2016, our subsidiaries issued $502 million in aggregate principal amount of debt that bears interest at fixed rates. This debt is secured by, among other things, our interests in certain financing funds and is non-recourse to our other assets. | |||
Warehouse Agreement | |||
In August 2016, our subsidiaries entered into a loan and security agreement (as amended from time to time, the “Warehouse Agreement”) for borrowings secured by the future cash flows arising from certain leases and the associated leased vehicles. Amounts drawn under the Warehouse Agreement generally bore interest at a fixed margin above (i) LIBOR or (ii) the commercial paper rate. The Warehouse Agreement was non-recourse to our other assets. | |||
During the year ended December 31, 2021, we repaid the remaining outstanding balance of the Warehouse Agreement and terminated the facility. | |||
Solar Term Loan | |||
Our subsidiaries had entered into agreements for term loans with various financial institutions. The term loans were secured by substantially all of the assets of the subsidiaries, including its interests in certain financing funds, and were non-recourse to our other assets. | |||
During the year ended December 31, 2021, the remaining Solar Term Loan matured and was repaid. | |||
Automotive Lease-backed Credit Facilities | |||
Our subsidiaries have entered into various credit agreements for borrowings secured by our interests in certain vehicle leases. These facilities are non-recourse to our other assets. During the year ended December 31, 2021, we fully repaid $32 million in aggregate principal of our Automotive Lease-backed Credit Facilities and terminated one of the facilities. | |||
Solar Revolving Credit Facility and other Loans | |||
Our subsidiaries entered into various solar revolving credit facility and other loan agreements with various financial institutions. The solar revolving credit facility was secured by certain assets of the subsidiary and is non-recourse to our other assets. During the year ended December 31, 2021, we fully repaid the $67 million in aggregate principal of the remaining Solar Revolving Credit Facility and the facility was terminated. | |||
Interest Expense | |||
The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs and the amortization of debt discounts on our convertible senior notes with cash conversion features, which include the 2021 Notes, the 2022 Notes and the 2024 Notes (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| colspan="6" |Year Ended December 31, | |||
|- | |- | ||
| | | | ||
|$ | | colspan="2" |2021 | ||
| | | colspan="2" |2020 | ||
| colspan="2" |2019 | |||
|- | |||
|Contractual interest coupon | |||
|$ | |||
|12 | |||
|$ | |||
|73 | |||
|$ | |||
|65 | |||
|- | |||
|Amortization of debt issuance costs | |||
| | | | ||
|5 | |||
| | | | ||
| | |7 | ||
| | | | ||
|7 | |||
|- | |- | ||
| | |Amortization of debt discounts (1) | ||
| | | | ||
|— | |||
| | | | ||
| | |173 | ||
| | | | ||
| | |148 | ||
|- | |- | ||
| | |Losses on extinguishment of debt (1) | ||
| | | | ||
|— | |||
| | | | ||
| | |105 | ||
| | | | ||
|— | |— | ||
|- | |- | ||
| | |Total | ||
| | |$ | ||
|17 | |||
|$ | |$ | ||
| | |358 | ||
|$ | |$ | ||
| | |220 | ||
|} | |||
(1) | |||
Under the modified retrospective method of adoption of ASU 2020-06, there was neither amortization of debt discounts, nor losses on extinguishment of debt recognized for the year ended December 31, 2021. Refer to discussion above for further details. | |||
Pledged Assets | |||
As of December 31, 2021 and 2020, we had pledged or restricted $5.25 billion and $6.04 billion of our assets (consisting principally of restricted cash, receivables, inventory, SRECs, solar energy systems, operating lease vehicles, land use rights, property and equipment and equity interests in certain SPEs) as collateral for our outstanding debt. | |||
Schedule of Principal Maturities of Debt | |||
The future scheduled principal maturities of debt as of December 31, 2021 were as follows (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| colspan="2" |Recourse debt | |||
| | | | ||
| | | | ||
| colspan="2" |Non-recourse debt | |||
| | | | ||
| | | | ||
| | | colspan="2" |Total | ||
| | | | ||
|- | |- | ||
| | |2022 | ||
| | | | ||
|$ | |$ | ||
| | |30 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |1,065 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |1,095 | ||
| | | | ||
|- | |- | ||
Line 9,144: | Line 10,452: | ||
| | | | ||
| | | | ||
| | |1,250 | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,206 | ||
| | | | ||
| | | | ||
| | | | ||
| | |2,456 | ||
| | | | ||
|- | |- | ||
| | |2024 | ||
| | |||
| | | | ||
|90 | |||
| | | | ||
| | | | ||
| | | | ||
|970 | |||
| | | | ||
| | | | ||
| | | | ||
| | |1,060 | ||
| | | | ||
|- | |- | ||
|2025 | |||
| | | | ||
| | | | ||
| | |4 | ||
| | | | ||
| | | | ||
| | | | ||
| | |174 | ||
| | | | ||
| | | | ||
| | | | ||
|178 | |||
| | | | ||
| | |- | ||
|2026 | |||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
|64 | |||
| | | | ||
| | | | ||
| | | | ||
| | |64 | ||
| | | | ||
|- | |- | ||
|Thereafter | |||
| | | | ||
| | | | ||
| | |3 | ||
| | | | ||
| | | | ||
| | | | ||
|524 | |||
| | | | ||
| | | | ||
| | | | ||
| | |527 | ||
| | | | ||
|- | |||
|Total | |||
| | | | ||
| | |$ | ||
|1,377 | |||
| | | | ||
| | | | ||
| | |$ | ||
|4,003 | |||
| | | | ||
| | | | ||
|$ | |||
|5,380 | |||
| | | | ||
| | |} | ||
Note 12 – Leases | |||
We have entered into various operating and finance lease agreements for certain of our offices, manufacturing and warehouse facilities, retail and service locations, equipment, vehicles, and solar energy systems, worldwide. We determine if an arrangement is a lease, or contains a lease, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. | |||
We have lease agreements with lease and non-lease components, and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. | |||
We have elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. | |||
Our leases, where we are the lessee, often include options to extend the lease term for up to 10 years. Some of our leases also include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. | |||
Lease expense for operating leases is recognized on a straight-line basis over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset. Certain operating leases provide for annual increases to lease payments based on an index or rate. We calculate the present value of future lease payments based on the index or rate at the lease commencement date for new leases commencing after January 1, 2019. For historical leases, we used the index or rate as of January 1, 2019. Differences between the calculated lease payment and actual payment are expensed as incurred. Amortization of finance lease assets is recognized over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset. Interest expense on finance lease liabilities is recognized over the lease term in interest expense. | |||
The balances for the operating and finance leases where we are the lessee are presented as follows (in millions) within our consolidated balance sheets: | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| | | colspan="2" |December 31, 2021 | ||
| | | | ||
| | | | ||
| colspan="2" | | | colspan="2" |December 31, 2020 | ||
| | | | ||
|- | |||
|Operating leases: | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
|- | |||
|Operating lease right-of-use assets | |||
| | | | ||
| | |$ | ||
|2,016 | |||
| | | | ||
| | | | ||
| | |$ | ||
|1,558 | |||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
|- | |||
|Accrued liabilities and other | |||
| | | | ||
| | |$ | ||
|368 | |||
| | | | ||
| | | | ||
| | |$ | ||
|286 | |||
| | | | ||
|- | |||
|Other long-term liabilities | |||
| | | | ||
| | | | ||
|1,671 | |||
| | | | ||
| | | | ||
| | | | ||
| | |1,254 | ||
| | | | ||
|- | |- | ||
| | |Total operating lease liabilities | ||
| | | | ||
|$ | |||
|2,039 | |||
| | | | ||
| | | | ||
|$ | |||
|1,540 | |||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
Line 9,309: | Line 10,628: | ||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
|- | |||
|Finance leases: | |||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
|- | |- | ||
| | |Solar energy systems, net | ||
| | | | ||
|$ | |||
|27 | |||
| | | | ||
| | | | ||
|$ | |||
|29 | |||
| | | | ||
| | |- | ||
| | |Property, plant and equipment, net | ||
| | | | ||
| | | | ||
| | |1,536 | ||
| | | | ||
| | | | ||
| | | | ||
|1,465 | |||
| | | | ||
|- | |||
|Total finance lease assets | |||
| | | | ||
| | |$ | ||
|1,563 | |||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |1,494 | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
Line 9,357: | Line 10,674: | ||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
|- | |||
|Current portion of long-term debt and finance leases | |||
| | | | ||
|$ | |||
|501 | |||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |374 | ||
| | | | ||
|- | |- | ||
| | |Long-term debt and finance leases, net of current portion | ||
| | | | ||
| | | | ||
| | |991 | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,094 | ||
| | | | ||
|- | |||
|Total finance lease liabilities | |||
| | | | ||
| | |$ | ||
|1,492 | |||
| | | | ||
| | | | ||
|$ | |||
|1,468 | |||
| | | | ||
|( | |} | ||
| | The components of lease expense are as follows (in millions) within our consolidated statements of operations: | ||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| | | colspan="10" |Year Ended December 31, | ||
| | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" |2021 | ||
| | | | ||
| | | | ||
| | | colspan="2" |2020 | ||
| | |||
| | | | ||
| | | | ||
| colspan="2" |2019 | |||
| | | | ||
| | |- | ||
|Operating lease expense: | |||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
|- | |||
|Operating lease expense (1) | |||
| | | | ||
|$ | |$ | ||
| | |627 | ||
| | | | ||
| | | | ||
| | |$ | ||
| | |451 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |426 | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
|- | |||
|Finance lease expense: | |||
| | | | ||
| colspan="2" | | | colspan="2" | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | |||
| | | | ||
| | | | ||
| colspan=" | | colspan="2" | | ||
| | | | ||
|- | |- | ||
|Amortization of leased assets | |||
| | | | ||
|$ | |||
|415 | |||
| | | | ||
| | | | ||
|$ | |||
|348 | |||
| | | | ||
| | | | ||
| | |$ | ||
| | |299 | ||
| | | | ||
|- | |- | ||
| | |Interest on lease liabilities | ||
| | | | ||
| | | | ||
| | |89 | ||
| | | | ||
| | | | ||
| | | | ||
|100 | |||
| | | | ||
| | | | ||
| | | | ||
| | |104 | ||
| | | | ||
|- | |||
|Total finance lease expense | |||
| | | | ||
|$ | |||
|504 | |||
| | | | ||
| | | | ||
|$ | |||
|448 | |||
| | | | ||
| | | | ||
| | |$ | ||
|403 | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
|- | |- | ||
| | |Total lease expense | ||
| | | | ||
|$ | |$ | ||
| | |1,131 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |899 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |829 | ||
| | | | ||
|} | |} | ||
(1) | |||
Includes short-term leases and variable lease costs, which are immaterial. | |||
Other information related to leases where we are the lessee is as follows: | |||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" |December 31, 2021 | ||
| | |||
| | |||
| colspan="2" |December 31, 2020 | |||
| | |||
|- | |- | ||
| | |Weighted-average remaining lease term: | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
|- | |- | ||
| | |Operating leases | ||
| | | | ||
| colspan="2" |6.5 years | |||
| | | | ||
| | | | ||
| colspan="2" |6.2 years | |||
| | | | ||
|- | |- | ||
| | |Finance leases | ||
| | | | ||
| colspan="2" |4.2 years | |||
| | | | ||
| | | | ||
| colspan="2" |4.9 years | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
|- | |- | ||
| | |Weighted-average discount rate: | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
|- | |- | ||
| | |Operating leases | ||
| | | | ||
| | | | ||
| | |5.0 | ||
|% | |||
| | | | ||
| | | | ||
| | |5.8 | ||
| | |% | ||
|- | |- | ||
| | |Finance leases | ||
| | | | ||
| | | | ||
| | |5.8 | ||
|% | |||
| | | | ||
| | | | ||
| | |6.5 | ||
| | |% | ||
|} | |} | ||
Supplemental cash flow information related to leases where we are the lessee is as follows (in millions): | |||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| | | colspan="10" |Year Ended December 31, | ||
| | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" |2021 | ||
| | | | ||
| | | | ||
| colspan="2" |2020 | |||
| | | | ||
| | | | ||
| | | colspan="2" |2019 | ||
| | |||
| | | | ||
|- | |- | ||
| | |Cash paid for amounts included in the measurement of lease liabilities: | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
|- | |||
|Operating cash outflows from operating leases | |||
| | | | ||
|$ | |||
|616 | |||
| | | | ||
| | | | ||
| | |$ | ||
| | |456 | ||
| | | | ||
| | | | ||
| | |$ | ||
|396 | |||
| | | | ||
|- | |||
|Operating cash outflows from finance leases (interest payments) | |||
| | | | ||
|$ | |||
|89 | |||
| | | | ||
| | | | ||
|$ | |||
|100 | |||
| | | | ||
| | | | ||
| | |$ | ||
|104 | |||
| | | | ||
|- | |- | ||
| | |Financing cash outflows from finance leases | ||
| | | | ||
|$ | |$ | ||
| | |439 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |338 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |321 | ||
| | | | ||
|- | |- | ||
|Leased assets obtained in exchange for finance lease liabilities | |||
| | | | ||
|$ | |||
|486 | |||
| | | | ||
| | | | ||
| | |$ | ||
|188 | |||
| | | | ||
| | | | ||
| | |$ | ||
|616 | |||
| | |||
| | | | ||
|- | |- | ||
| | |Leased assets obtained in exchange for operating lease liabilities | ||
| | | | ||
|$ | |$ | ||
| | |818 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |553 | ||
| | | | ||
| | | | ||
| | |$ | ||
|202 | |||
| | | | ||
|} | |||
As of December 31, 2021, the maturities of our operating and finance lease liabilities (excluding short-term leases) are as follows (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| | | colspan="2" |Operating | ||
| | | | ||
| | | | ||
| colspan="2" |Finance | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| colspan="2" |Leases | |||
| | | | ||
| | | | ||
| colspan="2" |Leases | |||
| | |||
|- | |||
|2022 | |||
| | | | ||
|$ | |$ | ||
| | |458 | ||
| | | | ||
| | | | ||
| | |$ | ||
|587 | |||
| | | | ||
|- | |- | ||
|2023 | |||
| | | | ||
| | | | ||
| | |412 | ||
| | | | ||
| | | | ||
| | | | ||
| | |524 | ||
| | | | ||
|- | |- | ||
| | |2024 | ||
| | | | ||
| | | | ||
|366 | |||
| | | | ||
| | | | ||
| | | | ||
| | |381 | ||
| | | | ||
|- | |- | ||
| | |2025 | ||
| | | | ||
| | | | ||
|319 | |||
| | | | ||
| | | | ||
| | | | ||
| | |102 | ||
| | | | ||
|- | |- | ||
| | |2026 | ||
| | | | ||
| | | | ||
| | |232 | ||
| | | | ||
| | | | ||
| | | | ||
| | |45 | ||
| | | | ||
|- | |||
|Thereafter | |||
| | | | ||
| | | | ||
| | |595 | ||
| | | | ||
| | | | ||
| | | | ||
| | |9 | ||
| | | | ||
|- | |||
|Total minimum lease payments | |||
| | | | ||
| | | | ||
| | |2,382 | ||
| | | | ||
| | | | ||
| | | | ||
| | |1,648 | ||
| | | | ||
|- | |- | ||
| | |Less: Interest | ||
| | | | ||
| | | | ||
| | |343 | ||
| | | | ||
| | | | ||
| | | | ||
| | |156 | ||
| | | | ||
|- | |- | ||
| | |Present value of lease obligations | ||
| | | | ||
| | | | ||
|2,039 | |||
| | | | ||
| | | | ||
| | | | ||
| | |1,492 | ||
| | | | ||
|- | |- | ||
| | |Less: Current portion | ||
| | | | ||
| | | | ||
| | |368 | ||
| | | | ||
| | | | ||
| | | | ||
| | |501 | ||
| | | | ||
|- | |- | ||
| | |Long-term portion of lease obligations | ||
| | | | ||
|$ | |||
|1,671 | |||
| | | | ||
| | | | ||
|$ | |||
|991 | |||
| | | | ||
|} | |||
Operating Lease and Sales-type Lease Receivables | |||
We are the lessor of certain vehicle and solar energy system arrangements as described in Note 2, Summary of Significant Accounting Policies. As of December 31, 2021, maturities of our operating lease and sales-type lease receivables from customers for each of the next five years and thereafter were as follows (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | colspan="2" |Operating | ||
| colspan="2" |Sales-type | |||
|- | |||
| | | | ||
| colspan="2" |Leases | |||
| colspan="2" |Leases | |||
|- | |||
|2022 | |||
|$ | |||
|1,024 | |||
|$ | |||
|91 | |||
|- | |||
|2023 | |||
| | | | ||
|779 | |||
| | | | ||
| | |91 | ||
|- | |- | ||
| | |2024 | ||
| | | | ||
|458 | |||
| | | | ||
| | |100 | ||
| | |- | ||
|2025 | |||
| | | | ||
|218 | |||
| | | | ||
| | |95 | ||
|- | |||
|2026 | |||
| | | | ||
|192 | |||
| | | | ||
|39 | |||
|- | |||
|Thereafter | |||
| | | | ||
| | |1,906 | ||
| | | | ||
|11 | |||
|- | |- | ||
| | |Gross lease receivables | ||
|$ | |||
|4,577 | |||
|$ | |||
|427 | |||
|} | |||
The above table does not include vehicle sales to customers or leasing partners with a resale value guarantee as the cash payments were received upfront. For our solar PPA arrangements, customers are charged solely based on actual power produced by the installed solar energy system at a predefined rate per kilowatt-hour of power produced. The future payments from such arrangements are not included in the above table as they are a function of the power generated by the related solar energy systems in the future. | |||
Net Investment in Sales-type Leases | |||
Net investment in sales-type leases, which is the sum of the present value of the future contractual lease payments, is presented on the consolidated balance sheets as a component of Prepaid expenses and other current assets for the current portion and as Other non-current assets for the long-term portion. Lease receivables relating to sales-type leases are presented on the consolidated balance sheets as follows (in millions): | |||
{| class="wikitable" | |||
| | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| colspan="2" |December 31, 2021 | |||
| | | | ||
| | | | ||
| colspan="2" |December 31, 2020 | |||
| | | | ||
|- | |- | ||
|Gross lease receivables | |||
| | | | ||
|$ | |||
|427 | |||
| | | | ||
| | | | ||
| | |$ | ||
| | |102 | ||
| | | | ||
|- | |- | ||
|Unearned interest income | |||
| | | | ||
| | | | ||
| | |(50 | ||
|) | |||
| | | | ||
| | | | ||
| | |(11 | ||
|) | |||
|- | |||
|Allowance for expected credit losses | |||
| | | | ||
| | | | ||
| | |(1 | ||
|) | |||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
|- | |- | ||
|Net | |Net investment in sales-type leases | ||
| | | | ||
|$ | |$ | ||
| | |376 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |91 | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
|- | |- | ||
| | |Reported as: | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
|- | |- | ||
| | |Prepaid expenses and other current assets | ||
| | | | ||
|$ | |||
|73 | |||
| | | | ||
| | | | ||
| | |$ | ||
| | |17 | ||
| | | | ||
|- | |- | ||
| | |Other non-current assets | ||
| | | | ||
| | | | ||
| | |303 | ||
| | | | ||
| | | | ||
| | | | ||
| | |74 | ||
| | | | ||
|- | |- | ||
| | |Net investment in sales-type leases | ||
| | | | ||
|$ | |||
|376 | |||
| | | | ||
| | | | ||
|$ | |||
|91 | |||
| | | | ||
|} | |||
Lease Pass-Through Financing Obligation | |||
As of December 31, 2021, we have six transactions referred to as “lease pass-through fund arrangements”. Under these arrangements, our wholly owned subsidiaries finance the cost of solar energy systems with investors through arrangements contractually structured as master leases for an initial term ranging between 10 and 25 years. These solar energy systems are subject to lease or PPAs with customers with an initial term not exceeding 25 years. | |||
Under a lease pass-through fund arrangement, the investor makes a large upfront payment to the lessor, which is one of our subsidiaries, and in some cases, subsequent periodic payments. As of December 31, 2021, the future minimum master lease payments to be received from investors, for each of the next five years and thereafter, were as follows (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |||
|2022 | |||
| | | | ||
| | |$ | ||
|33 | |||
| | | | ||
|- | |- | ||
| | |2023 | ||
| | | | ||
| | | | ||
| | |26 | ||
| | | | ||
|- | |||
|2024 | |||
| | | | ||
| | | | ||
| | |18 | ||
| | | | ||
|- | |- | ||
| | |2025 | ||
| | | | ||
| | | | ||
| | |27 | ||
| | | | ||
|- | |||
|2026 | |||
| | | | ||
| | | | ||
| | |28 | ||
| | | | ||
|- | |- | ||
| | |Thereafter | ||
| | | | ||
| | | | ||
| | |395 | ||
| | | | ||
|- | |||
|Total | |||
| | | | ||
|$ | |||
|527 | |||
| | | | ||
| | |} | ||
Note 13 – Equity Incentive Plans | |||
In June 2019, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the grant of stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to our employees, directors and consultants. Stock options granted under the 2019 Plan may be either incentive stock options or nonstatutory stock options. Incentive stock options may only be granted to our employees. Nonstatutory stock options may be granted to our employees, directors and consultants. Generally, our stock options and RSUs vest over four years and our stock options are exercisable over a maximum period of 10 years from their grant dates. Vesting typically terminates when the employment or consulting relationship ends. | |||
As of December 31, 2021, 49.0 million shares were reserved and available for issuance under the 2019 Plan. | |||
The following table summarizes our stock option and RSU activity for the year ended December 31, 2021: | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| | | colspan="14" |Stock Options | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="6" |RSUs | ||
| | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="2" |Weighted- | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" |Weighted- | |||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" |Weighted- | |||
| | | | ||
| | | | ||
| colspan="2" |Average | |||
| | | | ||
| | | | ||
| | | colspan="2" |Aggregate | ||
| | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" |Average | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" |Number of | ||
| | | | ||
| | | | ||
| colspan="2" |Average | |||
| | | | ||
| | | | ||
| colspan="2" |Remaining | |||
| | | | ||
| | | | ||
| | | colspan="2" |Intrinsic | ||
| | | | ||
| | | | ||
| colspan="2" |Number | |||
| | | | ||
| | | | ||
| colspan="2" |Grant | |||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| colspan="2" |Options | |||
| | | | ||
| | | | ||
| | | colspan="2" |Exercise | ||
| | | | ||
| | | | ||
| | | colspan="2" |Contractual | ||
| | |||
| | | | ||
| | | | ||
| colspan="2" |Value | |||
| | | | ||
| | | | ||
| colspan="2" |of RSUs | |||
| | | | ||
| | | | ||
| | | colspan="2" |Date Fair | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
|( | | colspan="2" |(in thousands) | ||
| | | | ||
| | | | ||
| | | colspan="2" |Price | ||
| | |||
| | | | ||
| | | | ||
|( | | colspan="2" |Life (years) | ||
| | | | ||
| | | | ||
|( | | colspan="2" |(in billions) | ||
| | | | ||
| | | | ||
| | | colspan="2" |(in thousands) | ||
| | | | ||
| | | | ||
| | | colspan="2" |Value | ||
| | |||
| | | | ||
|- | |- | ||
| | |Beginning of period | ||
| | | | ||
| | | | ||
| | |146,933 | ||
| | | | ||
| | | | ||
| | |$ | ||
| | |68.26 | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | | ||
| | |18,789 | ||
| | | | ||
| | | | ||
|$ | |||
|136.49 | |||
| | | | ||
|- | |- | ||
| | |Granted | ||
| | | | ||
| | | | ||
| | |925 | ||
| | | | ||
| | | | ||
|$ | |||
|830.83 | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | | ||
| | |2,192 | ||
| | | | ||
| | | | ||
|$ | |||
|784.00 | |||
| | | | ||
| | |- | ||
|Exercised or released | |||
| | | | ||
| | | | ||
|(27,359 | |||
|) | |||
| | | | ||
| | |$ | ||
| | |16.82 | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
|(7,877 | |||
|) | |||
| | | | ||
| | |$ | ||
|115.36 | |||
| | | | ||
|- | |- | ||
| | |Cancelled | ||
| | | | ||
| | | | ||
| | |(1,459 | ||
|) | |||
| | |||
|$ | |||
|195.10 | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | | ||
| | |(1,667 | ||
| | |) | ||
| | | | ||
|$ | |$ | ||
| | |208.37 | ||
| | | | ||
|- | |||
|End of period | |||
| | | | ||
| | | | ||
|119,040 | |||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |84.46 | ||
| | | | ||
| | | | ||
| | | colspan="2" |5.98 | ||
| | |||
| | | | ||
| | | | ||
| | |$ | ||
| | |115.75 | ||
| | | | ||
| | | | ||
| | | | ||
| | |11,437 | ||
| | |||
| | |||
|$ | |||
|264.68 | |||
| | | | ||
|- | |- | ||
| | |Vested and expected | ||
to vest, December 31, 2021 | |||
| | |||
| | |||
|115,794 | |||
| | |||
| | |||
|$ | |||
|83.15 | |||
| | |||
| | |||
| | |||
|6.11 | |||
| | |||
| | |||
|$ | |||
|112.74 | |||
| | |||
| | |||
| | |||
|11,181 | |||
| | |||
| | | | ||
| | |$ | ||
|250.49 | |||
| | | | ||
|- | |- | ||
|December 31, | |Exercisable and vested, | ||
December 31, 2021 (1) | |||
| | |||
| | |||
|67,828 | |||
| | | | ||
| | | | ||
| | |$ | ||
| | |74.47 | ||
| | | | ||
| | | | ||
| | | | ||
| | |5.96 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |66.63 | ||
| | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| colspan="2" | | |||
| | | | ||
|} | |} | ||
(1) | |||
Tranche 8 of the 2018 CEO Performance Award, which represents 8.4 million stock options, was achieved in the fourth quarter of 2021 and will vest upon expected certification following the filing of this Annual Report on Form 10-K. | |||
The weighted-average grant date fair value of RSUs granted in the years ended December 31, 2021, 2020 and 2019 was $784.00, $300.51 and $56.55, respectively. The aggregate release date fair value of RSUs in the years ended December 31, 2021, 2020 and 2019 was $5.70 billion, $3.25 billion and $502 million, respectively. | |||
The aggregate intrinsic value of options exercised in the years ended December 31, 2021, 2020, and 2019 was $26.88 billion, $1.55 billion and $237 million, respectively. During the year ended December 31, 2021, our CEO exercised all of the remaining vested options from the 2012 CEO Performance Award, which amounted to an intrinsic value of $23.45 billion. | |||
ESPP | |||
Our employees are eligible to purchase our common stock through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The purchase price would be 85% of the lower of the fair market value on the first and last trading days of each six-month offering period. During the years ended December 31, 2021, 2020 and 2019, we issued 0.5 million, 1.8 million and 2.5 million shares under the ESPP. There were 33.8 million shares available for issuance under the ESPP as of December 31, 2021. | |||
Fair Value Assumptions | |||
We use the fair value method in recognizing stock-based compensation expense. Under the fair value method, we estimate the fair value of each stock option award with service or service and performance conditions and the ESPP on the grant date generally using the Black-Scholes option pricing model. The weighted-average assumptions used in the Black-Scholes model for stock options are as follows: | |||
{| class="wikitable" | |||
We | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| colspan="10" |Year Ended December 31, | |||
| colspan=" | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| colspan="2" |2021 | |||
| | | | ||
| | | | ||
| | | colspan="2" |2020 | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="2" |2019 | ||
| | | | ||
|- | |||
|Risk-free interest rate | |||
| | | | ||
| | | | ||
| | |0.66 | ||
|% | |||
| | | | ||
| | | | ||
|0.26 | |||
|% | |||
| | | | ||
| | | | ||
|2.4 | |||
|% | |||
|- | |||
|Expected term (in years) | |||
| | | | ||
| | | | ||
| | |4.3 | ||
| | | | ||
| | | | ||
| | | | ||
| | |3.9 | ||
| | | | ||
| | | | ||
| | | | ||
| | |4.5 | ||
| | | | ||
|- | |- | ||
| | |Expected volatility | ||
| | | | ||
| | | | ||
| | |59 | ||
|% | |||
| | | | ||
| | | | ||
|69 | |||
|% | |||
| | | | ||
| | | | ||
|48 | |||
|% | |||
|- | |- | ||
| | |Dividend yield | ||
| | | | ||
| | | | ||
| | |0.0 | ||
|% | |||
| | | | ||
| | | | ||
|0.0 | |||
|% | |||
| | | | ||
| | | | ||
|0.0 | |||
|% | |||
|- | |- | ||
| | |Grant date fair value per share | ||
| | | | ||
|$ | |$ | ||
| | |384.07 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |216.14 | ||
| | | | ||
| | | | ||
| | |$ | ||
|22.32 | |||
| | |||
|} | |||
The fair value of RSUs with service or service and performance conditions is measured on the grant date based on the closing fair market value of our common stock. The risk-free interest rate is based on the U.S. Treasury yield for zero-coupon U.S. Treasury notes with maturities approximating each grant’s expected life. We use our historical data in estimating the expected term of our employee grants. The expected volatility is based on the average of the implied volatility of publicly traded options for our common stock and the historical volatility of our common stock. | |||
2018 CEO Performance Award | |||
In March 2018, our stockholders approved the Board of Directors’ grant of 101.3 million stock option awards, as adjusted to give effect to the five-for-one stock split effected in the form of a stock dividend in August 2020 (“Stock Split”), to our CEO (the “2018 CEO Performance Award”). The 2018 CEO Performance Award consists of 12 vesting tranches with a vesting schedule based entirely on the attainment of both operational milestones (performance conditions) and market conditions, assuming continued employment either as the CEO or as both Executive Chairman and Chief Product Officer and service through each vesting date. Each of the 12 vesting tranches of the 2018 CEO Performance Award will vest upon certification by the Board of Directors that both (i) the market capitalization milestone for such tranche, which begins at $100.0 billion for the first tranche and increases by increments of $50.0 billion thereafter (based on both a six calendar month trailing average and a 30 calendar day trailing average, counting only trading days), has been achieved, and (ii) any one of the following eight operational milestones focused on total revenue or any one of the eight operational milestones focused on Adjusted EBITDA have been achieved for the four consecutive fiscal quarters on an annualized basis and subsequently reported by us in our consolidated financial statements filed with our Forms 10-Q and/or 10-K. Adjusted EBITDA is defined as net income (loss) attributable to common stockholders before interest expense, provision (benefit) for income taxes, depreciation and amortization and stock-based compensation. Upon vesting and exercise, including the payment of the exercise price of $70.01 per share, our CEO must hold shares that he acquires for five years post-exercise, other than a cashless exercise where shares are simultaneously sold to pay for the exercise price and any required tax withholding. | |||
The achievement status of the operational milestones as of December 31, 2021 is provided below. Although an operational milestone is deemed achieved in the last quarter of the relevant annualized period, it may be certified only after the financial statements supporting its achievement have been filed with our Forms 10-Q and/or 10-K. | |||
{| class="wikitable" | |||
| | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | colspan="5" |Total Annualized Revenue | ||
| | | | ||
| colspan="5" |Annualized Adjusted EBITDA | |||
|- | |||
| colspan="2" |Milestone | |||
(in billions) | |||
| | | | ||
| | | | ||
|Achievement Status | |||
| | | | ||
| colspan="2" |Milestone | |||
(in billions) | |||
| | | | ||
| | | | ||
|Achievement Status | |||
|- | |- | ||
| | |$ | ||
|20.0 | |||
| | | | ||
| | | | ||
| | |Achieved | ||
| | | | ||
|$ | |||
|1.5 | |||
| | | | ||
| | | | ||
| | |Achieved | ||
|- | |- | ||
| | |$ | ||
|35.0 | |||
| | | | ||
| | | | ||
| | |Achieved | ||
| | | | ||
|$ | |||
|3.0 | |||
| | | | ||
| | | | ||
| | |Achieved | ||
|- | |- | ||
| | |$ | ||
|55.0 | |||
| | | | ||
| | | | ||
| | |Probable | ||
| | | | ||
|$ | |||
|4.5 | |||
| | | | ||
| | | | ||
| | |Achieved | ||
|- | |- | ||
| | |$ | ||
|75.0 | |||
| | | | ||
| | | | ||
| | |Probable | ||
| | | | ||
|$ | |||
|6.0 | |||
| | | | ||
| | | | ||
| | |Achieved | ||
|- | |- | ||
| | |$ | ||
|100.0 | |||
| | | | ||
| | | | ||
| | |<nowiki>-</nowiki> | ||
| | | | ||
|$ | |||
|8.0 | |||
| | | | ||
| | | | ||
| | |Achieved | ||
|- | |||
|$ | |||
|125.0 | |||
| | |||
| | |||
|<nowiki>-</nowiki> | |||
| | |||
|$ | |||
|10.0 | |||
| | |||
| | | | ||
|Achieved (1) | |||
|- | |- | ||
| | |$ | ||
|150.0 | |||
| | | | ||
| | | | ||
| | |<nowiki>-</nowiki> | ||
| | | | ||
|$ | |||
|12.0 | |||
| | | | ||
| | | | ||
| | |Probable | ||
|- | |- | ||
| | |$ | ||
|175.0 | |||
| | | | ||
| | | | ||
|<nowiki>-</nowiki> | |||
| | | | ||
|$ | |$ | ||
| | |14.0 | ||
| | |||
| | | | ||
|Probable | |||
|} | |} | ||
(1) | |||
Achieved in the fourth quarter of 2021 and expected to be certified following the filing of this Annual Report on Form 10-K. | |||
Stock-based compensation under the 2018 CEO Performance Award represents a non-cash expense and is recorded as a Selling, general, and administrative operating expense in our consolidated statement of operations. In each quarter since the grant of the 2018 CEO Performance Award, we have recognized expense, generally on a pro-rated basis, for only the number of tranches (up to the maximum of 12 tranches) that corresponds to the number of operational milestones that have been achieved or have been determined probable of being achieved in the future, in accordance with the following principles. | |||
On the grant date, a Monte Carlo simulation was used to determine for each tranche (i) a fixed amount of expense for such tranche and (ii) the future time when the market capitalization milestone for such tranche was expected to be achieved, or its “expected market capitalization milestone achievement time.” Separately, based on a subjective assessment of our future financial performance, each quarter we determine whether it is probable that we will achieve each operational milestone that has not previously been achieved or deemed probable of achievement and if so, the future time when we expect to achieve that operational milestone, or its “expected operational milestone achievement time.” When we first determine that an operational milestone has become probable of being achieved, we allocate the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected full achievement time.” The “expected full achievement time” at any given time is the later of (i) the expected operational milestone achievement time (if the related operational milestone has not yet been achieved) and (ii) the expected market capitalization milestone achievement time (if the related market capitalization milestone had not yet been achieved). We immediately recognize a catch-up expense for all accumulated expense for the quarters from the grant date through the quarter in which the operational milestone was first deemed probable of being achieved. Each quarter thereafter, we recognize the prorated portion of the then-remaining expense for the tranche based on the number of quarters between such quarter and the then-applicable expected full achievement time, except that upon the achievement of both a market capitalization milestone and operational milestone with respect to a tranche, all remaining expense for that tranche is immediately recognized. | |||
As a result, we have experienced significant catch-up expenses in quarters when one or more operational milestones were first determined to be probable of achievement. Historically, the expected market capitalization achievement times were generally later than the related expected operational milestone achievement times. Therefore, when market capitalization milestones were achieved earlier than originally forecasted due to periods of rapid stock price appreciation, we had higher catch-up expenses and the remaining expenses were being recognized over shorter periods of time at a higher per-quarter rate. All market capitalization milestones were achieved as of the second quarter of 2021. | |||
During the year ended December 31, 2021, five operational milestones became probable of achievement and consequently, we recognized an aggregate catch-up expense of $571 million. | |||
As of December 31, 2021, we had $65 million of total unrecognized stock-based compensation expense remaining, which will be recognized over a weighted-average period of 0.6 years. For the years ended December 31, 2021, 2020 and 2019, we recorded stock-based compensation expense of $910 million, $838 million and $296 million, respectively, related to the 2018 CEO Performance Award. | |||
Other Performance-Based Grants | |||
2012 CEO Performance Award | |||
In August 2012, our Board of Directors granted 26.4 million stock option awards to our CEO (the “2012 CEO Performance Award”), as adjusted to give effect to the Stock Split. The 2012 CEO Performance Award consists of 10 vesting tranches with a vesting schedule based entirely on the attainment of both performance conditions and market conditions, assuming continued employment and service through each vesting date. During the year ended December 31, 2021, our CEO exercised all of the remaining 22.9 million vested options from the 2012 CEO Performance Award. | |||
As of December 31, 2021, the performance milestone of gross margin of 30% or more for four consecutive quarters was considered not probable of achievement for which the unrecognized stock-based compensation is immaterial. For the years ended December 31, 2021, 2020 and 2019, we did not record any stock-based compensation expense related to the 2012 CEO Performance Award. | |||
2014 Performance-Based Stock Option Awards | |||
In | In 2014, to create incentives for continued long-term success beyond the Model S program and to closely align executive pay with our stockholders’ interests in the achievement of significant milestones by us, the Compensation Committee of our Board of Directors granted stock option awards to certain employees (excluding our CEO) to purchase an aggregate of 5.4 million shares of our common stock, as adjusted to give effect to the Stock Split. Each award consisted of four vesting tranches with the vesting schedule based entirely on the attainment of the future performance milestones, assuming continued employment and service through each vesting date. | ||
As of December 31, 2021, the performance milestone of annualized gross margin of greater than 30% for any three-year period was considered not probable of achievement for which the unrecognized stock-based compensation is immaterial. For the years ended December 31, 2021, 2020 and 2019, we did not record any stock-based compensation expense related to this grant. | |||
2021 Performance-Based Stock Option & RSU Awards | |||
During the fourth quarter of 2021, the Compensation Committee of our Board of Directors granted to certain employees restricted stock units and stock options to purchase an aggregate 0.7 million shares of our common stock to create incentives for continued long-term success and to closely align compensation with our stockholders' interests in the achievement of certain performance milestones by our company. | |||
We begin recording stock-based compensation expense when the performance milestones become probable of achievement. Following achievement, vesting occurs over a two year period with continued employment. As of December 31, 2021, we had unrecognized stock-based compensation expense of $413 million for this grant as it was not considered probable of achievement. For the year ended December 31, 2021, we did not record stock-based compensation expense related to this grant. | |||
Summary Stock-Based Compensation Information | |||
The following table summarizes our stock-based compensation expense by line item in the consolidated statements of operations (in millions): | |||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| colspan=" | | colspan="10" |Year Ended December 31, | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" |2021 | ||
| | | | ||
| | | | ||
| | | colspan="2" |2020 | ||
| | |||
| | | | ||
| | | | ||
| | | colspan="2" |2019 | ||
| | |||
| | | | ||
|- | |- | ||
| | |Cost of revenues | ||
| | | | ||
|$ | |$ | ||
| | |421 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |281 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |128 | ||
| | | | ||
|- | |- | ||
| | |Research and development | ||
| | |||
| | | | ||
| | |448 | ||
| | | | ||
| | | | ||
| | | | ||
|346 | |||
| | | | ||
| | | | ||
| | | | ||
| | |285 | ||
| | | | ||
|- | |||
|Selling, general and administrative | |||
| | | | ||
| | | | ||
|1,252 | |||
| | | | ||
| | | | ||
| | | | ||
| | |1,107 | ||
| | | | ||
| | | | ||
| | | | ||
| | |482 | ||
| | | | ||
|- | |- | ||
|Restructuring and other | |||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | |3 | ||
| | | | ||
|- | |- | ||
| | |Total | ||
| | | | ||
|$ | |$ | ||
| | |2,121 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |1,734 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |898 | ||
| | |||
|} | |||
Our income tax benefits recognized from stock-based compensation arrangements in each of the periods presented were immaterial due to cumulative losses and valuation allowances. During the years ended December 31, 2021, 2020 and 2019, stock-based compensation expense capitalized to our consolidated balance sheets was $182 million, $89 million and $52 million, respectively. As of December 31, 2021, we had $3.43 billion of total unrecognized stock-based compensation expense related to non-performance awards, which will be recognized over a weighted-average period of 2.10 years. | |||
Note 14 – Income Taxes | |||
A provision for income taxes of $699 million, $292 million and $110 million has been recognized for the years ended December 31, 2021, 2020 and 2019, respectively, related primarily to our subsidiaries located outside of the U.S. Our income (loss) before provision for income taxes for the years ended December 31, 2021, 2020 and 2019 was as follows (in millions): | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="10" |Year Ended December 31, | ||
| | |||
|- | |||
| | | | ||
| | | | ||
| colspan="2" |2021 | |||
| | | | ||
| | | | ||
| colspan="2" |2020 | |||
| | | | ||
| | | | ||
| | | colspan="2" |2019 | ||
| | | | ||
|- | |- | ||
| | |Domestic | ||
| | | | ||
|$ | |$ | ||
| | |(130 | ||
|) | |||
| | | | ||
|$ | |||
|(198 | |||
|) | |||
| | | | ||
|$ | |$ | ||
| | |(287 | ||
|) | |||
|- | |||
|Noncontrolling interest and redeemable | |||
noncontrolling interest | |||
| | |||
| | | | ||
|125 | |||
| | | | ||
| | | | ||
| | | | ||
|141 | |||
| | | | ||
| | | | ||
| | | | ||
| | |87 | ||
| | | | ||
|- | |- | ||
|Foreign | |||
| | |||
| | |||
|6,348 | |||
| | |||
| | | | ||
| | | | ||
| | |1,211 | ||
| | | | ||
| | | | ||
| | | | ||
|(465 | |||
|) | |||
|- | |- | ||
| | |Income (loss) before income taxes | ||
| | | | ||
|$ | |$ | ||
| | |6,343 | ||
| | | | ||
| | | | ||
|$ | |$ | ||
| | |1,154 | ||
| | | | ||
| | | | ||
|$ | |||
|(665 | |||
|) | |||
|} | |||
The components of the provision for income taxes for the years ended December 31, 2021, 2020 and 2019 consisted of the following (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| colspan="10" |Year Ended December 31, | |||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| colspan="2" |2021 | |||
| | |||
| | |||
| colspan="2" |2020 | |||
| | |||
| | |||
| colspan="2" |2019 | |||
| | |||
|- | |||
|Current: | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| colspan="2" | | |||
| | |||
| | |||
| colspan="2" | | |||
| | | | ||
|- | |- | ||
| | |Federal | ||
| | | | ||
|$ | |||
|— | |||
| | | | ||
| | | | ||
|$ | |||
|— | |||
| | | | ||
| | | | ||
| | |$ | ||
|— | |||
| | | | ||
|- | |- | ||
| | |State | ||
| | |||
| | |||
|9 | |||
| | |||
| | | | ||
| | | | ||
| | |4 | ||
| | | | ||
| | | | ||
| | | | ||
| | |5 | ||
| | | | ||
|- | |- | ||
| | |Foreign | ||
| | |||
| | |||
|839 | |||
| | |||
| | |||
| | | | ||
| | |248 | ||
| | | | ||
| | | | ||
| | | | ||
| | |86 | ||
| | |||
|- | |- | ||
| | |Total current | ||
| | | | ||
| | | | ||
|848 | |||
| | | | ||
| | | | ||
| | | | ||
| | |252 | ||
| | | | ||
| | | | ||
| | | | ||
| | |91 | ||
| | | | ||
|- | |- | ||
|Deferred: | |||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
|- | |||
|Federal | |||
| | | | ||
| | | | ||
|— | |||
| | | | ||
| | | | ||
| | | | ||
|— | |||
| | | | ||
| | | | ||
| | |||
|(4 | |||
|) | |||
|- | |- | ||
| | |State | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
| | |— | ||
| | | | ||
| | | | ||
| | | | ||
|— | |||
| | | | ||
|- | |||
|Foreign | |||
| | | | ||
| | | | ||
|(149 | |||
|) | |||
| | | | ||
| | | | ||
|40 | |||
| | | | ||
| | | | ||
| | | | ||
|23 | |||
| | | | ||
|- | |||
|Total deferred | |||
| | | | ||
| | | | ||
|(149 | |||
|) | |||
| | | | ||
| | | | ||
| | |40 | ||
| | | | ||
| | | | ||
| | | | ||
| | |19 | ||
| | | | ||
| | |- | ||
|Total provision for income taxes | |||
| | | | ||
|$ | |||
|699 | |||
| | | | ||
| | | | ||
|$ | |||
|292 | |||
| | | | ||
| | | | ||
|$ | |||
|110 | |||
| | | | ||
|} | |||
Deferred tax assets (liabilities) as of December 31, 2021 and 2020 consisted of the following (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 11,296: | Line 12,381: | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" |December 31, | ||
| | |||
| | | | ||
| | | | ||
| colspan="2" |December 31, | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| colspan="2" |2021 | |||
| | | | ||
| | | | ||
| colspan="2" |2020 | |||
| | | | ||
|- | |||
|Deferred tax assets: | |||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
|- | |||
|Net operating loss carry-forwards | |||
| | | | ||
|$ | |||
|7,607 | |||
| | | | ||
| | | | ||
|$ | |||
|2,172 | |||
| | | | ||
|- | |- | ||
| | |Research and development credits | ||
| | | | ||
| | | | ||
| | |923 | ||
| | | | ||
| | | | ||
| | | | ||
|624 | |||
| | | | ||
|- | |- | ||
|Other tax credits and attributes | |||
| | | | ||
| | | | ||
|335 | |||
| | | | ||
| | | | ||
| | | | ||
|168 | |||
| | | | ||
|- | |||
|Deferred revenue | |||
| | | | ||
| | | | ||
|546 | |||
| | | | ||
| | | | ||
| | | | ||
| | |450 | ||
| | | | ||
|- | |- | ||
| | |Inventory and warranty reserves | ||
| | | | ||
| | | | ||
| | |377 | ||
| | | | ||
| | | | ||
| | | | ||
|315 | |||
| | | | ||
|- | |- | ||
|Stock-based compensation | |||
| | | | ||
| | | | ||
|115 | |||
| | | | ||
| | | | ||
| | | | ||
|98 | |||
| | | | ||
|- | |||
|Operating lease right-of-use liabilities | |||
| | | | ||
| | | | ||
|430 | |||
| | | | ||
| | | | ||
| | | | ||
| | |335 | ||
| | | | ||
|- | |- | ||
| | |Deferred GILTI tax assets | ||
| | | | ||
| | | | ||
| | |556 | ||
| | | | ||
| | | | ||
| | | | ||
|581 | |||
| | | | ||
|- | |- | ||
|Accruals and others | |||
| | | | ||
| | | | ||
|191 | |||
| | | | ||
| | | | ||
| | | | ||
|205 | |||
| | | | ||
|- | |||
|Total deferred tax assets | |||
| | | | ||
| | | | ||
|11,080 | |||
| | | | ||
| | | | ||
| | | | ||
| | |4,948 | ||
| | | | ||
|- | |- | ||
| | |Valuation allowance | ||
| | | | ||
| | | | ||
| | |(9,074 | ||
|) | |||
| | | | ||
| | | | ||
| | |(2,930 | ||
|) | |||
|- | |||
|Deferred tax assets, net of valuation allowance | |||
| | | | ||
| | | | ||
|2,006 | |||
| | | | ||
| | | | ||
| | | | ||
|2,018 | |||
| | | | ||
|- | |||
|Deferred tax liabilities: | |||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
|- | |||
|Depreciation and amortization | |||
| | | | ||
| | | | ||
|(1,279 | |||
|) | |||
| | | | ||
| | | | ||
|(1,488 | |||
|) | |||
|- | |- | ||
| | |Investment in certain financing funds | ||
| | | | ||
| | | | ||
| | |(209 | ||
|) | |||
| | | | ||
| | | | ||
| | |(198 | ||
|) | |||
|- | |||
|Operating lease right-of-use assets | |||
| | | | ||
| | | | ||
|(391 | |||
|) | |||
| | | | ||
| | |||
|(305 | |||
|) | |||
|- | |- | ||
|Deferred revenue | |||
| | | | ||
| | | | ||
|(49 | |||
|) | |||
| | | | ||
| | | | ||
|(50 | |||
|) | |||
|- | |||
|Other | |||
| | | | ||
| | | | ||
|(13 | |||
|) | |||
| | | | ||
| | | | ||
|(61 | |||
|) | |||
|- | |||
|Total deferred tax liabilities | |||
| | | | ||
| | | | ||
|(1,941 | |||
|) | |||
| | | | ||
| | | | ||
| | |(2,102 | ||
|) | |||
|- | |- | ||
| | |Deferred tax assets (liabilities), net of valuation allowance | ||
| | | | ||
| | |$ | ||
|65 | |||
| | | | ||
| | | | ||
| | |$ | ||
|(84 | |||
|) | |||
|} | |||
As of December 31, 2021, we recorded a valuation allowance of $9.07 billion for the portion of the deferred tax asset that we do not expect to be realized. The valuation allowance on our net deferred taxes increased by $6.14 billion, $974 million, and $150 million during the years ended December 31, 2021, 2020 and 2019, respectively. The changes in valuation allowance are primarily due to additional U.S. deferred tax assets and liabilities incurred in the respective year. We have $417 million of deferred tax assets in foreign jurisdictions, which management believes are more-likely-than-not to be fully realized given the expectation of future earnings in these jurisdictions. We did not have any material releases of valuation allowance for the years ended December 31, 2021, 2020 and 2019. We continue to monitor the realizability of the U.S. deferred tax assets taking into account multiple factors. In completing this assessment, we considered both objective and subjective factors. These factors included, but were not limited to, a history of losses in prior years, excess tax benefits related to stock-based compensation, future reversal of existing temporary differences and tax planning strategies. After evaluating all available evidence, we intend to continue maintaining a full valuation allowance on our U.S. deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Given the improvement in our operating results and depending on the amount of stock-based compensation tax deductions available in the future, we may release the valuation allowance associated with the U.S. deferred tax assets in the next few years. Release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. | |||
The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2021, 2020 and 2019 was as follows (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 11,488: | Line 12,620: | ||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| colspan="10" |Year Ended December 31, | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" |2021 | ||
| | | | ||
| | | | ||
| | | colspan="2" |2020 | ||
| | | | ||
| | | | ||
| colspan="2" |2019 | |||
| | | | ||
|- | |- | ||
|Tax at statutory federal rate | |||
| | | | ||
|$ | |||
|1,332 | |||
| | | | ||
| | | | ||
|$ | |||
|242 | |||
| | | | ||
| | | | ||
|$ | |||
|(139 | |||
|) | |||
|- | |||
|State tax, net of federal benefit | |||
| | | | ||
| | | | ||
|6 | |||
| | | | ||
| | | | ||
| | |||
|4 | |||
| | | | ||
| | | | ||
| | | | ||
|5 | |||
| | | | ||
|- | |- | ||
| | |Nondeductible executive compensations | ||
| | | | ||
| | | | ||
| | |201 | ||
| | | | ||
| | | | ||
| | | | ||
| | |184 | ||
| | | | ||
| | | | ||
| | | | ||
|62 | |||
| | | | ||
|- | |||
|Other nondeductible expenses | |||
| | | | ||
| | | | ||
|67 | |||
| | | | ||
| | | | ||
| | | | ||
|52 | |||
| | | | ||
| | | | ||
| | | | ||
|32 | |||
| | | | ||
|- | |- | ||
| | |Excess tax benefits related to stock based | ||
compensation | |||
| | | | ||
| | | | ||
| | |(7,123 | ||
|) | |||
| | | | ||
| | | | ||
| | |(666 | ||
|) | |||
| | | | ||
| | | | ||
|(7 | |||
|) | |||
|- | |||
|Foreign income rate differential | |||
| | | | ||
| | | | ||
|(668 | |||
|) | |||
| | | | ||
| | | | ||
|33 | |||
| | | | ||
| | | | ||
| | | | ||
|189 | |||
| | | | ||
|- | |||
|U.S. tax credits | |||
| | | | ||
| | | | ||
|(328 | |||
|) | |||
| | | | ||
| | | | ||
|(181 | |||
|) | |||
| | | | ||
| | | | ||
|(107 | |||
|) | |||
|- | |- | ||
| | |Noncontrolling interests and redeemable | ||
noncontrolling interests adjustment | |||
| | | | ||
| | | | ||
|11 | |||
| | | | ||
| | | | ||
| | | | ||
| | |5 | ||
| | | | ||
| | | | ||
| | | | ||
| | |(29 | ||
|) | |||
|- | |||
|GILTI inclusion | |||
| | | | ||
| | | | ||
| | |1,008 | ||
| | | | ||
| | | | ||
| | | | ||
| | |133 | ||
| | | | ||
| | | | ||
| | | | ||
|— | |||
| | | | ||
|- | |- | ||
|Convertible debt | |||
| | | | ||
| | | | ||
|— | |||
| | | | ||
| | | | ||
| | | | ||
|— | |||
| | | | ||
| | | | ||
| | | | ||
|(4 | |||
|) | |||
|- | |||
|Unrecognized tax benefits | |||
| | | | ||
| | | | ||
|28 | |||
| | | | ||
| | | | ||
| | | | ||
| | |1 | ||
| | | | ||
| | | | ||
| | | | ||
| | |17 | ||
| | | | ||
| | |- | ||
|Change in valuation allowance | |||
| | | | ||
| | | | ||
|6,165 | |||
| | | | ||
| | | | ||
| | | | ||
|485 | |||
| | | | ||
| | | | ||
| | | | ||
|91 | |||
| | | | ||
|- | |||
|Provision for income taxes | |||
| | | | ||
|$ | |||
|699 | |||
| | | | ||
| | | | ||
|$ | |||
|292 | |||
| | | | ||
| | | | ||
|$ | |||
|110 | |||
| | | | ||
|} | |||
As of December 31, 2021, we had $31.2 billion of federal and $21.6 billion of state net operating loss carry-forwards available to offset future taxable income, some of which, if not utilized, will begin to expire in 2022 for federal and state purposes. A portion of these losses were generated by SolarCity and some of the companies we acquired, and therefore are subject to change of control provisions, which limit the amount of acquired tax attributes that can be utilized in a given tax year. We do not expect the change of control limitations to significantly impact our ability to utilize these attributes. | |||
Our 2021 net operating loss included corporate income tax deductions related to our CEO’s exercise of the remaining stock options from the 2012 CEO Performance Award, which resulted in a $23.45 billion tax deduction. Such increase in net operating loss is included in our deferred income tax assets, offset by a valuation allowance. Section 162(m) of the Internal Revenue Code was amended for deductibility of executive compensation for stock grants after 2017. Therefore, we are not expecting substantial corporate income tax deductions from our CEO's subsequent option exercises. | |||
As of December 31, 2021, we had research and development tax credits of $738 million and $584 million for federal and state income tax purposes, respectively. If not utilized, the federal research and development tax credits will expire in various amounts beginning in 2024. However, the state of California research and development tax credits can be carried forward indefinitely. In addition, we have other general business tax credits of $186 million for federal income tax purposes, which will not begin to significantly expire until 2033. | |||
Federal and state laws can impose substantial restrictions on the utilization of net operating loss and tax credit carry-forwards in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code. We have determined that no significant limitation would be placed on the utilization of our net operating loss and tax credit carry-forwards due to prior ownership changes. | |||
The local government of Shanghai granted a beneficial corporate income tax rate of 15% to certain eligible enterprises, compared to the 25% statutory corporate income tax rate in China. Our Gigafactory Shanghai subsidiary was granted this beneficial income tax rate of 15% for 2019 through 2023. | |||
We constantly assess our intent to reinvest our offshore earnings. As of December 31, 2021, we no longer intend to reinvest certain undistributed earnings of our foreign entities that have been previously taxed in the U.S, while for the remainder of our undistributed earnings, we intend to indefinitely reinvest. We have recorded the taxes associated with the earnings we intend to repatriate in the future. For the earnings we intend to indefinitely reinvest, no deferred tax liabilities for foreign withholding or state taxes have been recorded. As of December 31, 2021, such undistributed earnings were approximately $161 million. The amount of any unrecognized deferred tax liability associated with these earnings is immaterial. | |||
Uncertain Tax Positions | |||
The changes to our gross unrecognized tax benefits were as follows (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
|- | |- | ||
|December 31, 2018 | |||
| | | | ||
|$ | |||
|253 | |||
| | | | ||
|- | |||
|Decreases in balances related to prior year tax positions | |||
| | | | ||
| | | | ||
|(39 | |||
|) | |||
|- | |||
|Increases in balances related to current year tax | |||
positions | |||
| | | | ||
| | | | ||
|59 | |||
| | | | ||
|- | |||
|December 31, 2019 | |||
| | | | ||
| | | | ||
|273 | |||
| | | | ||
|- | |||
|Increases in balances related to prior year tax positions | |||
| | | | ||
| | | | ||
|66 | |||
| | | | ||
|- | |- | ||
| | |Increases in balances related to current year tax | ||
positions | |||
| | | | ||
| | | | ||
| | |41 | ||
| | | | ||
| | |- | ||
|December 31, 2020 | |||
| | | | ||
| | | | ||
|380 | |||
| | | | ||
|- | |- | ||
|Increases in balances related to prior year tax positions | |||
| | | | ||
| | | | ||
| | |117 | ||
| | | | ||
|- | |- | ||
| | |Decreases in balances related to prior year tax positions | ||
| | | | ||
| | | | ||
|(90 | |||
|) | |||
|- | |- | ||
| | |Increases in balances related to current year tax positions | ||
| | | | ||
| | | | ||
|124 | |||
| | | | ||
|- | |- | ||
|December 31, 2021 | |||
| | | | ||
|$ | |||
|531 | |||
| | | | ||
|} | |||
As of December 31, 2021, accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense and were immaterial. Unrecognized tax benefits of $473 million, if recognized, would not affect our effective tax rate since the tax benefits would increase a deferred tax asset that is currently fully offset by a valuation allowance. | |||
We file income tax returns in the U.S., California and various state and foreign jurisdictions. We are currently under examination by the IRS for the years 2015 to 2018. Additional tax years within the periods 2004 to 2014 and 2019 to 2020 remain subject to examination for federal income tax purposes, and 2004 and subsequent tax years remain subject to examination for California income tax purposes. All net operating losses and tax credits generated to date are subject to adjustment for U.S. federal and California income tax purposes. Our returns for 2008 and subsequent tax years remain subject to examination in other U.S. state and foreign jurisdictions. | |||
Given the uncertainty in timing and outcome of our tax examinations, an estimate of the range of the reasonably possible change in gross unrecognized tax benefits within twelve months cannot be made at this time. | |||
Note 15 – Commitments and Contingencies | |||
Operating Lease Arrangement in Buffalo, New York | |||
We have an operating lease through the Research Foundation for the State University of New York (the “SUNY Foundation”) with respect to Gigafactory New York. Under the lease and a related research and development agreement, we are continuing to further develop the facility. | |||
Under this agreement, we are obligated to, among other things, meet employment targets as well as specified minimum numbers of personnel in the State of New York and in Buffalo, New York and spend or incur $5.00 billion in combined capital, operational expenses, costs of goods sold and other costs in the State of New York during the 10-year period beginning April 30, 2018. On an annual basis during the initial lease term, as measured on each anniversary of such date, if we fail to meet these specified investment and job creation requirements, then we would be obligated to pay a $41 million “program payment” to the SUNY Foundation for each year that we fail to meet these requirements. Furthermore, if the arrangement is terminated due to a material breach by us, then additional amounts may become payable by us. | |||
As we temporarily suspended most of our manufacturing operations at Gigafactory New York pursuant to a New York State executive order issued in March 2020 as a result of the COVID-19 pandemic, we were granted a deferral of our obligation to be compliant with our applicable targets through December 31, 2021 in an amendment memorialized in August 2021. The amendment also extended our overall agreement to spend or incur $5.00 billion in combined capital, operational expenses, costs of goods sold and other costs in the State of New York through December 31, 2029. As of December 31, 2021, we are currently in excess of such targets relating to investments and personnel in the State of New York and Buffalo and do not currently expect any issues meeting our applicable obligations following this expected deferral or in the years beyond. However, if our expectations as to the costs and timelines of our investment and operations at Buffalo or our production ramp of the Solar Roof prove incorrect, we may incur additional expenses or be required to make substantial payments to the SUNY Foundation. | |||
Operating Lease Arrangement in Shanghai, China | |||
We have an operating lease arrangement for an initial term of 50 years with the local government of Shanghai for land use rights where we are constructing Gigafactory Shanghai. Under the terms of the arrangement, we are required to spend RMB 14.08 billion in capital expenditures by the end of 2023 and to generate RMB 2.23 billion of annual tax revenues starting at the end of 2023. If we are unwilling or unable to meet such target or obtain periodic project approvals, in accordance with the Chinese government’s standard terms for such arrangements, we would be required to revert the site to the local government and receive compensation for the remaining value of the land lease, buildings and fixtures. We expect to meet the capital expenditure and tax revenue requirements based on our current level of spend and sales. | |||
Legal Proceedings | |||
Litigation Relating to the SolarCity Acquisition | |||
Between 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 the members of Tesla’s 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, unspecified monetary damages, attorneys’ fees and costs. On January 27, 2017, defendants filed a motion to dismiss the operative complaint. Rather than respond to the defendants’ motion, the plaintiffs filed an amended complaint. On March 17, 2017, defendants filed a motion to dismiss the amended complaint. On December 13, 2017, the Court heard oral argument on the motion. On March 28, 2018, the Court denied defendants’ motion to dismiss. Defendants filed a request for interlocutory appeal, and the Delaware Supreme Court denied that request without ruling on the merits but electing not to hear an appeal at this early stage of the case. Defendants filed their answer on May 18, 2018, and mediations were held on June 10, 2019. Plaintiffs and defendants filed respective motions for summary judgment on August 25, 2019, and further mediations were held on October 3, 2019. The Court held a hearing on the motions for summary judgment on November 4, 2019. 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 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 statement of operations as a reduction to Selling, general and administrative operating expenses for costs previously incurred related to the acquisition of SolarCity. On February 4, 2020, the Court issued a ruling that denied plaintiffs’ previously-filed motion for summary judgment and granted in part and denied in part defendants’ previously-filed motion for summary judgment. The case was set for trial in March 2020 until it was postponed by the Court due to safety precautions concerning COVID-19. 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 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. The matter is now submitted, and a decision is expected by middle of 2022. | |||
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 fiduciary duties by Tesla’s board of directors. Those actions have been consolidated and stayed pending the above-referenced Chancery Court litigation. | |||
Litigation Relating to 2018 CEO Performance Award | |||
On June 4, 2018, a purported Tesla stockholder filed a putative class and derivative action in the Delaware Court of Chancery against Elon Musk and the members of Tesla’s 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 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 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 Court 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 claims 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 against 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 November 18, 2021, the remaining defendants (a) moved for partial summary judgment, (b) opposed plaintiff’s summary judgment motion, and (c) opposed the plaintiff’s motion to amend his complaint. Oral argument on summary judgment and the motion to amend were set for January 6, 2022, however, it was canceled by the Court. The case was recently assigned to a different judge. Trial is currently set for April 18-22, 2022. | |||
Litigation Related to Directors’ Compensation | |||
On June 17, 2020, a purported Tesla stockholder filed a derivative action in the Delaware Court of Chancery, purportedly on behalf of Tesla, against certain of Tesla’s current and former directors regarding compensation awards granted to Tesla’s 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 damages and other relief. Defendants filed their answer on September 17, 2020. Trial is set for September 11, 2023. | |||
Litigation Relating to Potential Going Private Transaction | |||
Between August 10, 2018 and September 6, 2018, nine purported stockholder class actions were filed against Tesla and Elon Musk in connection with Mr. Musk’s August 7, 2018 Twitter post that he was considering taking Tesla private. All of the suits are now pending in the U.S. District Court for the Northern District of California. Although the complaints vary in certain respects, they each purport to assert claims for violations of federal securities laws related to Mr. Musk’s statement and seek unspecified compensatory damages and other relief on behalf of a purported class of purchasers of Tesla’s securities. Plaintiffs filed their consolidated complaint on January 16, 2019 and added as defendants the members of Tesla’s board of directors. The now-consolidated purported stockholder class action was stayed while the issue of selection of lead counsel was briefed and argued before the Ninth Circuit. The Ninth Circuit ruled regarding lead counsel. Defendants filed a motion to dismiss the complaint on November 22, 2019. The hearing on the motion was held on March 6, 2020. On April 15, 2020, the Court denied defendants’ motion to dismiss. The parties stipulated to certification of a class of stockholders, which the court granted on November 25, 2020. On January 11, 2022, plaintiff filed a motion for partial summary judgment which is currently pending before the Court. Trial is set for May 2022. | |||
Between October 17, 2018 and March 8, 2021, seven derivative lawsuits were filed in the Delaware Court of Chancery, purportedly on behalf of Tesla, against Mr. Musk and the members of Tesla’s 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 additional 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 and 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 resolution of the above-referenced consolidated purported stockholder class action. | |||
Unless otherwise stated, the individual defendants named in the stockholder proceedings described above and the Company with respect to the stockholder class action proceedings described above believe that the claims in such proceedings have no merit and intend to defend against them vigorously. We are unable to estimate the possible loss or range of loss, if any, associated with these claims. | |||
On November 15, 2021, JPMorgan Chase Bank (“JP Morgan”) filed a 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. Musk’s August 7, 2018 Twitter post that he was considering taking Tesla private. Tesla disputed JP Morgan’s 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 that 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 2018 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. | |||
Litigation and Investigations Relating to Alleged Race Discrimination | |||
On October 4, 2021, in a case captioned Diaz v. Tesla, a jury in the Northern District of California returned a verdict of $136.9 million against Tesla on claims by a former contingent worker that he was subjected to race discrimination while assigned to work at Tesla's Fremont Factory from 2015-2016. The Company does not believe that the facts and law justify the verdict. On November 16, 2021, Tesla filed a post-trial motion for relief that included a request for a new trial or reduction of the jury's damages. The court held a hearing on Tesla's motion on January 19, 2022, and a decision is expected soon. Tesla will pursue next steps, including an appeal, if necessary. | |||
On January 3, 2022, the California Department of Fair Employment and Housing (“DFEH”) issued Tesla a Notice of Cause Finding and Mandatory Dispute Resolution following an investigation into undisclosed allegations of race discrimination and harassment at unspecified Tesla locations. The DFEH gave notice that, based upon the evidence collected, it believes that it has grounds to file a civil complaint against Tesla. | |||
Certain Investigations and Other Matters | |||
We receive requests for information from regulators and governmental 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, formal and informal requests and other investigations and inquiries. | |||
For example, the SEC had issued subpoenas to Tesla in connection with Elon Musk’s prior statement that he was considering taking Tesla private. The take-private investigation was resolved and closed with a settlement entered into with the SEC in September 2018 and as further clarified in April 2019 in an amendment. More recently, on November 16, 2021, the SEC issued a subpoena to us seeking information on our governance processes around compliance with the SEC settlement, as amended. | |||
On December 4, 2019, the SEC issued a subpoena seeking information concerning certain financial data and contracts including Tesla’s regular financing arrangements. On December 16, 2021, the SEC informed us that it closed this investigation. Separately, the DOJ had also asked us to voluntarily provide it with information about the above matter related to taking Tesla private and Model 3 production rates. We have not received any further requests from DOJ on these matters since we last provided information in May 2019. There have not been any additional developments in these matters that we deem to be material, and to our knowledge no government agency in any ongoing investigation has concluded that any wrongdoing occurred. As is our normal practice, we have been cooperating and will continue to cooperate with government authorities. We cannot predict the outcome or impact of any ongoing matters. Should the government decide to pursue an enforcement action, there exists the possibility 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, there exists the possibility of a material adverse impact on our business, results of operations, prospects, cash flows, financial position and brand. | |||
Indemnification and Guaranteed Returns | |||
We are contractually obligated to compensate certain fund investors for any losses that they may suffer in certain limited circumstances resulting from reductions in investment tax credits claimed under U.S. federal laws for the installation of solar power facilities and energy storage systems that are charged from a co-sited solar power facility. We believe that any payments to the fund investors in excess of the amounts already recognized by us for this obligation are not probable or material based on the facts known at the filing date. | |||
We are eligible to receive certain state and local incentives that are associated with renewable energy generation. The amount of incentives that can be claimed is based on the projected or actual solar energy system size and/or the amount of solar energy produced. We also currently participate in one state’s incentive program that is based on either the fair market value or the tax basis of solar energy systems placed in service. State and local incentives received are allocated between us and fund investors in accordance with the contractual provisions of each fund. We are not contractually obligated to indemnify any fund investor for any losses they may incur due to a shortfall in the amount of state or local incentives actually received. | |||
Letters of Credit | |||
As of December 31, 2021, we had $286 million of unused letters of credit outstanding. | |||
Note 16 – Variable Interest Entity Arrangements | |||
We have entered into various arrangements with investors to facilitate the funding and monetization of our solar energy systems and vehicles. In particular, our wholly owned subsidiaries and fund investors have formed and contributed cash and assets into various financing funds and entered into related agreements. We have determined that the funds are variable interest entities (“VIEs”) and we are the primary beneficiary of these VIEs by reference to the power and benefits criterion under ASC 810, Consolidation. We have considered the provisions within the agreements, which grant us the power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and the associated customer contracts to be sold or contributed to these VIEs, redeploying solar energy systems and managing customer receivables. We consider that the rights granted to the fund investors under the agreements are more protective in nature rather than participating. | |||
As the primary beneficiary of these VIEs, we consolidate in the financial statements the financial position, results of operations and cash flows of these VIEs, and all intercompany balances and transactions between us and these VIEs are eliminated in the consolidated financial statements. Cash distributions of income and other receipts by a fund, net of agreed upon expenses, estimated expenses, tax benefits and detriments of income and loss and tax credits, are allocated to the fund investor and our subsidiary as specified in the agreements. | |||
Generally, our subsidiary has the option to acquire the fund investor’s interest in the fund for an amount based on the market value of the fund or the formula specified in the agreements. | |||
Upon the sale or liquidation of a fund, distributions would occur in the order and priority specified in the agreements. | |||
Pursuant to management services, maintenance and warranty arrangements, we have been contracted to provide services to the funds, such as operations and maintenance support, accounting, lease servicing and performance reporting. In some instances, we have guaranteed payments to the fund investors as specified in the agreements. A fund’s creditors have no recourse to our general credit or to that of other funds. None of the assets of the funds had been pledged as collateral for their obligations. | |||
The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 11,752: | Line 13,017: | ||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| | | colspan="2" |December 31, | ||
| | |||
| | | | ||
| | | | ||
| colspan="2" |December 31, | |||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| colspan="2" |2021 | |||
| | | | ||
| | | | ||
| | | colspan="2" |2020 | ||
| | | | ||
| | |- | ||
|Assets | |||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
|- | |||
|Current assets | |||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
|- | |||
|Cash and cash equivalents | |||
| | | | ||
|$ | |||
|79 | |||
| | | | ||
| | | | ||
|$ | |||
|87 | |||
| | | | ||
|- | |||
|Accounts receivable, net | |||
| | | | ||
| | | | ||
|22 | |||
| | | | ||
| | | | ||
| | | | ||
|28 | |||
| | | | ||
|- | |- | ||
| | |Prepaid expenses and other current assets | ||
| | | | ||
| | | | ||
| | |152 | ||
| | | | ||
| | | | ||
| | | | ||
|105 | |||
| | | | ||
|- | |- | ||
|Total current assets | |||
| | | | ||
| | | | ||
|253 | |||
| | | | ||
| | | | ||
| | | | ||
|220 | |||
| | | | ||
|- | |||
|Solar energy systems, net | |||
| | | | ||
| | | | ||
|4,108 | |||
| | | | ||
| | | | ||
| | | | ||
| | |4,749 | ||
| | | | ||
|- | |- | ||
| | |Other non-current assets | ||
| | | | ||
| | | | ||
| | |265 | ||
| | | | ||
| | | | ||
| | | | ||
|182 | |||
| | | | ||
|- | |- | ||
|Total assets | |||
| | | | ||
|$ | |||
|4,626 | |||
| | | | ||
| | | | ||
|$ | |||
|5,151 | |||
| | | | ||
|- | |||
|Liabilities | |||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
|- | |||
|Current liabilities | |||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
|- | |- | ||
| | |Accrued liabilities and other | ||
| | | | ||
| | |$ | ||
|74 | |||
| | | | ||
| | | | ||
| | |$ | ||
|63 | |||
| | |||
|- | |||
|Deferred revenue | |||
| | |||
| | |||
|10 | |||
| | | | ||
| | | | ||
| | | | ||
|11 | |||
| | | | ||
|- | |- | ||
|Customer deposits | |||
| | | | ||
| | | | ||
|— | |||
| | | | ||
| | | | ||
| | | | ||
|14 | |||
| | | | ||
|- | |||
|Current portion of debt and finance leases | |||
| | | | ||
| | | | ||
|1,031 | |||
| | | | ||
| | | | ||
| | | | ||
| | |797 | ||
| | | | ||
|- | |- | ||
| | |Total current liabilities | ||
| | | | ||
| | | | ||
| | |1,115 | ||
| | | | ||
| | | | ||
| | | | ||
|885 | |||
| | | | ||
|- | |- | ||
|Deferred revenue, net of current portion | |||
| | | | ||
| | | | ||
|153 | |||
| | | | ||
| | | | ||
| | | | ||
|168 | |||
| | | | ||
|- | |||
|Debt and finance leases, net of current portion | |||
| | | | ||
| | | | ||
|2,093 | |||
| | | | ||
| | | | ||
| | | | ||
| | |1,346 | ||
| | | | ||
|- | |- | ||
| | |Other long-term liabilities | ||
| | | | ||
| | | | ||
| | |11 | ||
| | | | ||
| | | | ||
| | | | ||
|19 | |||
| | | | ||
|- | |- | ||
|Total liabilities | |||
| | | | ||
|$ | |||
|3,372 | |||
| | | | ||
| | | | ||
|$ | |||
|2,418 | |||
| | | | ||
|} | |||
Note 17 – Related Party Transactions | |||
In May 2019, our CEO purchased from us 514,400 shares of our common stock in a public offering at the public offering price for an aggregate $25 million. | |||
In February 2020, our CEO and a member of our Board of Directors purchased from us 65,185 and 6,250 shares, respectively, of our common stock in a public offering at the public offering price for an aggregate $10 million and $1 million, respectively. | |||
In June 2020, our CEO entered into an indemnification agreement with us for an interim term of 90 days. During the interim term, we resumed our annual evaluation of all available options for providing directors’ and officers’ indemnity coverage, which we had suspended during the height of shelter-in-place requirements related to the COVID-19 pandemic. As part of such process, we obtained a binding market quote for a directors’ and officers’ liability insurance policy with an aggregate coverage limit of $100 million. | |||
Pursuant to the indemnification agreement, our CEO provided, from his personal funds, directors’ and officers’ indemnity coverage to us during the interim term in the event such coverage is not indemnifiable by us, up to a total of $100 million. In return, we paid our CEO a total of $3 million, which represents the market-based premium for the market quote described above as prorated for 90 days and further discounted by 50%. Following the lapse of the 90-day period, we did not extend the term of the indemnification agreement with our CEO and instead bound a customary directors’ and officers’ liability insurance policy with third-party carriers. | |||
In relation to our CEO’s exercise of stock options and sale of common stock from the 2012 CEO Performance Award, Tesla withheld the appropriate amount of taxes. However, given the significant amounts involved, our CEO entered into an indemnification agreement with us in November 2021 for additional taxes owed, if any. | |||
Note 18 – Segment Reporting and Information about Geographic Areas | |||
We have two operating and reportable segments: (i) automotive and (ii) energy generation and storage. The automotive segment includes the design, development, manufacturing, sales and leasing of electric vehicles as well as sales of automotive regulatory credits. Additionally, the automotive segment is also comprised of services and other, which includes non-warranty after-sales vehicle services, sales of used vehicles, retail merchandise, sales by our acquired subsidiaries to third party customers and vehicle insurance revenue. The energy generation and storage segment includes the design, manufacture, installation, sales and leasing of solar energy generation and energy storage products and related services and sales of solar energy systems incentives. Our CODM does not evaluate operating segments using asset or liability information. The following table presents revenues and gross profit by reportable segment (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 11,950: | Line 13,251: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | | | ||
| colspan="10" |Year Ended December 31, | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| colspan="2" |2021 | |||
| | | | ||
| | | | ||
| | | colspan="2" |2020 | ||
| | |||
| | |||
| colspan="2" |2019 | |||
| | |||
|- | |- | ||
| | |Automotive segment | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
|- | |- | ||
| | |Revenues | ||
| | | | ||
| | |$ | ||
|51,034 | |||
| | | | ||
| | | | ||
| | |$ | ||
|29,542 | |||
| | | | ||
| | | | ||
|$ | |||
|23,047 | |||
| | | | ||
|- | |- | ||
|Gross profit | |||
| | | | ||
|$ | |||
|13,735 | |||
| | | | ||
| | | | ||
|$ | |||
|6,612 | |||
| | | | ||
| | | | ||
|$ | |||
|3,879 | |||
| | | | ||
|- | |||
|Energy generation and storage segment | |||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| colspan="2" | | |||
| | | | ||
| | | | ||
| | | colspan="2" | | ||
| | | | ||
|- | |- | ||
| | |Revenues | ||
| | | | ||
| | |$ | ||
|2,789 | |||
| | | | ||
| | | | ||
| | |$ | ||
| | |1,994 | ||
| | | | ||
| | | | ||
|$ | |||
|1,531 | |||
| | | | ||
|- | |- | ||
|Gross profit | |||
| | | | ||
|$ | |||
|(129 | |||
|) | |||
| | | | ||
|$ | |||
|18 | |||
| | | | ||
| | | | ||
|$ | |||
|190 | |||
| | | | ||
|} | |||
The following table presents revenues by geographic area based on the sales location of our products (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 12,046: | Line 13,360: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| | | | ||
| | |||
| colspan="10" |Year Ended December 31, | |||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | colspan="2" |2021 | ||
| | | | ||
| | | | ||
| | | colspan="2" |2020 | ||
| | | | ||
| | | | ||
| colspan="2" |2019 | |||
| | | | ||
|- | |- | ||
|United States | |||
| | | | ||
|$ | |||
|23,973 | |||
| | | | ||
| | | | ||
|$ | |||
|15,207 | |||
| | | | ||
| | | | ||
|$ | |||
|12,653 | |||
| | | | ||
|- | |||
|China | |||
| | | | ||
| | | | ||
|13,844 | |||
| | | | ||
| | | | ||
| | | | ||
|6,662 | |||
| | | | ||
| | | | ||
| | | | ||
| | |2,979 | ||
| | | | ||
| | |- | ||
|Other | |||
| | | | ||
| | | | ||
| | |16,006 | ||
| | | | ||
| | | | ||
| | | | ||
| | |9,667 | ||
| | | | ||
| | | | ||
| | | | ||
|8,946 | |||
| | | | ||
|- | |||
|Total | |||
| | | | ||
|$ | |||
|53,823 | |||
| | | | ||
| | | | ||
|$ | |||
|31,536 | |||
| | | | ||
| | | | ||
|$ | |||
|24,578 | |||
| | | | ||
|} | |||
The following table presents long-lived assets by geographic area (in millions): | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 12,133: | Line 13,452: | ||
| | | | ||
| | | | ||
| colspan="2" |December 31, | |||
| | | | ||
| | | | ||
| colspan="2" |December 31, | |||
| | | | ||
|- | |||
| | | | ||
| | | | ||
| colspan="2" |2021 | |||
| | | | ||
| | | | ||
| colspan="2" |2020 | |||
| | | | ||
|- | |||
|United States | |||
| | | | ||
|$ | |||
|19,026 | |||
| | | | ||
| | |||
|$ | |||
|15,989 | |||
| | | | ||
|- | |- | ||
| | |Germany | ||
| | | | ||
| | | | ||
| | |2,606 | ||
| | | | ||
| | | | ||
| | | | ||
|894 | |||
| | | | ||
|- | |- | ||
|China | |||
| | | | ||
| | | | ||
|2,415 | |||
| | | | ||
| | | | ||
| | | | ||
| | |1,479 | ||
| | | | ||
|- | |- | ||
| | |Other International | ||
| | | | ||
| | | | ||
| | |602 | ||
| | | | ||
| | | | ||
| | | | ||
|364 | |||
| | | | ||
|- | |- | ||
|Total | |||
| | | | ||
|$ | |||
|24,649 | |||
| | | | ||
| | | | ||
|$ | |||
|18,726 | |||
| | |||
|} | |||
Note 19 – Restructuring and Other | |||
During the year ended December 31, 2021, we recorded $101 million of impairment losses on bitcoin. We also realized gains of $128 million in connection with selling a portion of our holdings in March 2021. | |||
During the year ended December 31, 2019, we carried out certain restructuring actions in order to reduce costs and improve efficiency. As a result, we recognized $50 million of costs primarily related to employee termination expenses and losses from closing certain stores impacting both segments. We recognized $47 million in impairment related to the in-process research and development intangible asset as we abandoned further development efforts and $15 million for the related equipment within the energy generation and storage segment. We also incurred a loss of $37 million for closing operations in certain facilities. On the statement of cash flows, the amounts were presented in the captions in which such amounts would have been recorded absent the impairment charges. The employee termination expenses were substantially paid by December 31, 2019, while the remaining amounts were non-cash. | |||
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | |||
None. | |||
ITEM 9A. CONTROLS AND PROCEDURES | |||
Evaluation of Disclosure Controls and Procedures | |||
Our 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 “Exchange 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 controls 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 Financial Officer concluded that, as of December 31, 2021, 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, 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 disclosures. | |||
Management’s Report on Internal Control over Financial Reporting | |||
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. | |||
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our management concluded that our internal control over financial reporting was effective as of December 31, 2021. | |||
Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in their report which is included herein. | |||
Limitations on the Effectiveness of Controls | |||
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. | |||
Changes in Internal Control over Financial Reporting | |||
There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2021, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. | |||
ITEM 9B. OTHER INFORMATION | |||
None. | |||
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | |||
Not applicable. | |||
PART III | |||
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | |||
The information required by this Item 10 of Form 10-K will be included in our 2022 Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2022 Annual Meeting of Stockholders and is incorporated herein by reference. The 2022 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | |||
ITEM 11. EXECUTIVE COMPENSATION | |||
The information required by this Item 11 of Form 10-K will be included in our 2022 Proxy Statement and is incorporated herein by reference. | |||
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | |||
The information required by this Item 12 of Form 10-K will be included in our 2022 Proxy Statement and is incorporated herein by reference. | |||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | |||
The information required by this Item 13 of Form 10-K will be included in our 2022 Proxy Statement and is incorporated herein by reference. | |||
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | |||
The information required by this Item 14 of Form 10-K will be included in our 2022 Proxy Statement and is incorporated herein by reference. | |||
PART IV | |||
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | |||
1. Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report) | |||
2. All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes | |||
3. The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report | |||
INDEX TO EXHIBITS | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 12,228: | Line 13,602: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
|Exhibit | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="7" |Incorporated by Reference | |||
| | | | ||
|Filed | |||
|- | |- | ||
|Number | |||
| | | | ||
|Exhibit Description | |||
| | | | ||
|Form | |||
| | | | ||
|File No. | |||
| | | | ||
|Exhibit | |||
| | | | ||
|Filing Date | |||
| | | | ||
|Herewith | |||
|- | |||
| | | | ||
| | | | ||
Line 12,256: | Line 13,635: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
| 3.1 | |||
| | |||
|Amended and Restated Certificate of Incorporation of the Registrant. | |||
| | |||
|10-K | |||
| | |||
|001-34756 | |||
| | |||
|3.1 | |||
| | |||
|March 1, 2017 | |||
| | | | ||
| | | | ||
Line 12,285: | Line 13,670: | ||
| | | | ||
|- | |- | ||
| | | 3.2 | ||
| | | | ||
| | |Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant. | ||
| | | | ||
| | |10-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
| | |3.2 | ||
| | | | ||
| | |March 1, 2017 | ||
| | | | ||
| | | | ||
Line 12,313: | Line 13,698: | ||
| | | | ||
|- | |- | ||
| | | 3.3 | ||
| | | | ||
| | |Amended and Restated Bylaws of the Registrant. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
| | |3.2 | ||
| | | | ||
| | |February 1, 2017 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| 4. | | 4.1 | ||
| | | | ||
| | |Specimen common stock certificate of the Registrant. | ||
| | | | ||
| | |10-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
| | |March 1, 2017 | ||
| | | | ||
| | | | ||
Line 12,381: | Line 13,754: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.2 | ||
| | | | ||
| | |Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31, 2009, between Registrant and certain holders of the Registrant’s capital stock named therein. | ||
| | | | ||
| | |S-1 | ||
| | | | ||
| | |333-164593 | ||
| | | | ||
|4. | |4.2 | ||
| | | | ||
| | |January 29, 2010 | ||
| | | | ||
| | | | ||
Line 12,409: | Line 13,782: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.3 | ||
| | | | ||
| | |Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 20, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein. | ||
| | | | ||
| | |S-1/A | ||
| | | | ||
| | |333-164593 | ||
| | | | ||
|4. | |4.2A | ||
| | | | ||
| | |May 27, 2010 | ||
| | | | ||
| | | | ||
Line 12,437: | Line 13,810: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.4 | ||
| | | | ||
| | |Amendment to Fifth Amended and Restated Investors’ Rights Agreement between Registrant, Toyota Motor Corporation and certain holders of the Registrant’s capital stock named therein. | ||
| | | | ||
| | |S-1/A | ||
| | | | ||
| | |333-164593 | ||
| | | | ||
|4. | |4.2B | ||
| | | | ||
| | |May 27, 2010 | ||
| | | | ||
| | | | ||
Line 12,465: | Line 13,838: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.5 | ||
| | | | ||
| | |Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of June 14, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein. | ||
| | | | ||
| | |S-1/A | ||
| | | | ||
| | |333-164593 | ||
| | | | ||
|4. | |4.2C | ||
| | | | ||
| | |June 15, 2010 | ||
| | | | ||
| | | | ||
Line 12,493: | Line 13,866: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.6 | ||
| | | | ||
| | |Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of November 2, 2010, between Registrant and certain holders of the Registrant’s capital stock named therein. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
| | |November 4, 2010 | ||
| | | | ||
| | | | ||
Line 12,521: | Line 13,894: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.7 | ||
| | | | ||
| | |Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 22, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein. | ||
| | | | ||
| | |S-1/A | ||
| | | | ||
| | |333-174466 | ||
| | | | ||
|4. | |4.2E | ||
| | | | ||
| | |June 2, 2011 | ||
| | | | ||
| | | | ||
Line 12,549: | Line 13,922: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.8 | ||
| | | | ||
| | |Amendment to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 30, 2011, between Registrant and certain holders of the Registrant’s capital stock named therein. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
| | |June 1, 2011 | ||
| | | | ||
| | | | ||
Line 12,577: | Line 13,950: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.9 | ||
| | | | ||
| | |Sixth Amendment to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 15, 2013 among the Registrant, the Elon Musk Revocable Trust dated July 22, 2003 and certain other holders of the capital stock of the Registrant named therein. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
|May | |May 20, 2013 | ||
| | | | ||
| | | | ||
| | |} | ||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 12,605: | Line 13,979: | ||
| | | | ||
|- | |- | ||
| | |Exhibit | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="7" |Incorporated by Reference | |||
| | | | ||
|Filed | |||
|- | |- | ||
|Number | |||
| | | | ||
|Exhibit Description | |||
| | | | ||
|Form | |||
| | | | ||
|File No. | |||
| | | | ||
|Exhibit | |||
| | | | ||
|Filing Date | |||
| | | | ||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 12,632: | Line 14,009: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 12,661: | Line 14,030: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.10 | ||
| | | | ||
| | |Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of May 14, 2013, between the Registrant and certain holders of the capital stock of the Registrant named therein. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.2 | ||
| | | | ||
|May | |May 20, 2013 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| 4. | | 4.11 | ||
| | | | ||
| | |Waiver to Fifth Amended and Restated Investor’s Rights Agreement, dated as of August 13, 2015, between the Registrant and certain holders of the capital stock of the Registrant named therein. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
| | |August 19, 2015 | ||
| | | | ||
| | | | ||
Line 12,729: | Line 14,086: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.12 | ||
| | | | ||
| | |Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 18, 2016, between the Registrant and certain holders of the capital stock of the Registrant named therein. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
| | |May 24, 2016 | ||
| | | | ||
| | | | ||
Line 12,757: | Line 14,114: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.13 | ||
| | | | ||
| | |Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of March 15, 2017, between the Registrant and certain holders of the capital stock of the Registrant named therein. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
| | |March 17, 2017 | ||
| | | | ||
| | | | ||
Line 12,785: | Line 14,142: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.14 | ||
| | | | ||
| | |Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 1, 2019, between the Registrant and certain holders of the capital stock of the Registrant named therein. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
| | |May 3, 2019 | ||
| | | | ||
| | | | ||
|- | |- | ||
| 4.15 | |||
| | | | ||
|Indenture, dated as of May 22, 2013, by and between the Registrant and U.S. Bank National Association. | |||
| | | | ||
|8-K | |||
| | | | ||
|001-34756 | |||
| | | | ||
|4.1 | |||
| | | | ||
|May 22, 2013 | |||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
Line 12,812: | Line 14,176: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| 4.16 | |||
| | | | ||
|Third Supplemental Indenture, dated as of March 5, 2014, by and between the Registrant and U.S. Bank National Association. | |||
| | | | ||
|8-K | |||
| | | | ||
|001-34756 | |||
| | | | ||
|4.4 | |||
| | | | ||
|March 5, 2014 | |||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
Line 12,840: | Line 14,204: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| 4.17 | |||
| | | | ||
|Form of 1.25% Convertible Senior Note Due March 1, 2021 (included in Exhibit 4.16). | |||
| | | | ||
|8-K | |||
| | | | ||
|001-34756 | |||
| | | | ||
|4.4 | |||
| | | | ||
|March 5, 2014 | |||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
Line 12,868: | Line 14,232: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |||
| 4.18 | |||
| | |||
|Fourth Supplemental Indenture, dated as of March 22, 2017, by and between the Registrant and U.S. Bank National Association. | |||
| | |||
|8-K | |||
| | |||
|001-34756 | |||
| | |||
|4.2 | |||
| | |||
|March 22, 2017 | |||
| | | | ||
| | | | ||
Line 12,897: | Line 14,268: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.19 | ||
| | | | ||
| | |Form of 2.375% Convertible Senior Note Due March 15, 2022 (included in Exhibit 4.18). | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.2 | ||
| | | | ||
| | |March 22, 2017 | ||
| | | | ||
| | | | ||
Line 12,925: | Line 14,296: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.20 | ||
| | | | ||
| | |Fifth Supplemental Indenture, dated as of May 7, 2019, by and between Registrant and U.S. Bank National Association, related to 2.00% Convertible Senior Notes due May 15, 2024. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.2 | ||
| | | | ||
| | |May 8, 2019 | ||
| | | | ||
| | | | ||
Line 12,953: | Line 14,324: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.21 | ||
| | | | ||
| | |Form of 2.00% Convertible Senior Notes due May 15, 2024 (included in Exhibit 4.20). | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.2 | ||
| | | | ||
| | |May 8, 2019 | ||
| | | | ||
| | | | ||
Line 12,981: | Line 14,352: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.22 | ||
| | | | ||
| | |Indenture, dated as of August 18, 2017, by and among the Registrant, SolarCity, and U.S. Bank National Association, as trustee. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
|August | |August 23, 2017 | ||
| | | | ||
| | | | ||
Line 13,009: | Line 14,380: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.23 | ||
| | | | ||
| | |Form of 5.30% Senior Note due August 15, 2025. | ||
| | | | ||
|8-K | |8-K | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|4. | |4.2 | ||
| | | | ||
|August | |August 23, 2017 | ||
| | | | ||
| | | | ||
|} | |} | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |- | ||
|Exhibit | |||
| | | | ||
| | | | ||
| | | | ||
| colspan="7" |Incorporated by Reference | |||
| | | | ||
|Filed | |||
|- | |- | ||
|Number | |||
| | | | ||
|Exhibit Description | |||
| | | | ||
|Form | |||
| | | | ||
|File No. | |||
| | | | ||
|Exhibit | |||
| | | | ||
|Filing Date | |||
| | | | ||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 13,076: | Line 14,439: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 13,105: | Line 14,460: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.24 | ||
| | | | ||
| | |Indenture, dated as of October 15, 2014, between SolarCity and U.S. Bank National Association, as trustee. | ||
| | | | ||
| | |S-3ASR(1) | ||
| | | | ||
| | |333-199321 | ||
| | | | ||
|4. | |4.1 | ||
| | | | ||
| | |October 15, 2014 | ||
| | | | ||
| | | | ||
Line 13,133: | Line 14,488: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.25 | ||
| | | | ||
| | |Eighth Supplemental Indenture, dated as of January 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.00% Solar Bonds, Series 2015/4-7. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,141: | Line 14,496: | ||
|001-35758 | |001-35758 | ||
| | | | ||
|4. | |4.5 | ||
| | | | ||
| | |January 29, 2015 | ||
| | | | ||
| | | | ||
Line 13,161: | Line 14,516: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.26 | ||
| | | | ||
| | |Tenth Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/6-10. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,169: | Line 14,524: | ||
|001-35758 | |001-35758 | ||
| | | | ||
|4. | |4.3 | ||
| | | | ||
| | |March 9, 2015 | ||
| | | | ||
| | | | ||
|- | |- | ||
| 4.27 | |||
| | | | ||
|Eleventh Supplemental Indenture, dated as of March 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/7-15. | |||
| | | | ||
|8-K(1) | |||
| | | | ||
|001-35758 | |||
| | | | ||
|4.4 | |||
| | | | ||
|March 9, 2015 | |||
| | | | ||
| | | | ||
|- | |||
| | | | ||
| | | | ||
Line 13,188: | Line 14,550: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |||
| 4.28 | |||
| | |||
|Fifteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C4-10. | |||
| | |||
|8-K(1) | |||
| | |||
|001-35758 | |||
| | |||
|4.5 | |||
| | |||
|March 19, 2015 | |||
| | | | ||
| | | | ||
Line 13,217: | Line 14,586: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.29 | ||
| | | | ||
| | |Sixteenth Supplemental Indenture, dated as of March 19, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C5-15. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,225: | Line 14,594: | ||
|001-35758 | |001-35758 | ||
| | | | ||
|4. | |4.6 | ||
| | | | ||
| | |March 19, 2015 | ||
| | | | ||
| | | | ||
Line 13,245: | Line 14,614: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.30 | ||
| | | | ||
| | |Twentieth Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C9-10. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,255: | Line 14,624: | ||
|4.5 | |4.5 | ||
| | | | ||
| | |March 26, 2015 | ||
| | | | ||
| | | | ||
Line 13,273: | Line 14,642: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.31 | ||
| | | | ||
| | |Twenty-First Supplemental Indenture, dated as of March 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C10-15. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,283: | Line 14,652: | ||
|4.6 | |4.6 | ||
| | | | ||
| | |March 26, 2015 | ||
| | | | ||
| | | | ||
Line 13,301: | Line 14,670: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.32 | ||
| | | | ||
| | |Twenty-Sixth Supplemental Indenture, dated as of April 2, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C14-10. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,311: | Line 14,680: | ||
|4.5 | |4.5 | ||
| | | | ||
| | |April 2, 2015 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| 4. | | 4.33 | ||
| | | | ||
| | |Thirtieth Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C19-10. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,351: | Line 14,708: | ||
|4.5 | |4.5 | ||
| | | | ||
| | |April 9, 2015 | ||
| | | | ||
| | | | ||
Line 13,369: | Line 14,726: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.34 | ||
| | | | ||
| | |Thirty-First Supplemental Indenture, dated as of April 9, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C20-15. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,379: | Line 14,736: | ||
|4.6 | |4.6 | ||
| | | | ||
| | |April 9, 2015 | ||
| | | | ||
| | | | ||
Line 13,397: | Line 14,754: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.35 | ||
| | | | ||
| | |Thirty-Fifth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C24-10. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,407: | Line 14,764: | ||
|4.5 | |4.5 | ||
| | | | ||
| | |April 14, 2015 | ||
| | | | ||
| | | | ||
Line 13,425: | Line 14,782: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.36 | ||
| | | | ||
| | |Thirty-Sixth Supplemental Indenture, dated as of April 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C25-15. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,435: | Line 14,792: | ||
|4.6 | |4.6 | ||
| | | | ||
| | |April 14, 2015 | ||
| | | | ||
| | | | ||
| | |} | ||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 13,453: | Line 14,811: | ||
| | | | ||
|- | |- | ||
| | |Exhibit | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="7" |Incorporated by Reference | |||
| | | | ||
|Filed | |||
|- | |- | ||
|Number | |||
| | | | ||
|Exhibit Description | |||
| | | | ||
|Form | |||
| | | | ||
|File No. | |||
| | | | ||
|Exhibit | |||
| | | | ||
|Filing Date | |||
| | | | ||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 13,480: | Line 14,841: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 13,509: | Line 14,862: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.37 | ||
| | | | ||
| | |Thirty-Eighth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C27-10. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,517: | Line 14,870: | ||
|001-35758 | |001-35758 | ||
| | | | ||
|4. | |4.3 | ||
| | | | ||
| | |April 21, 2015 | ||
| | | | ||
| | | | ||
Line 13,537: | Line 14,890: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.38 | ||
| | | | ||
| | |Thirty-Ninth Supplemental Indenture, dated as of April 21, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C28-15. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,545: | Line 14,898: | ||
|001-35758 | |001-35758 | ||
| | | | ||
|4. | |4.4 | ||
| | | | ||
| | |April 21, 2015 | ||
| | | | ||
| | | | ||
Line 13,565: | Line 14,918: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.39 | ||
| | | | ||
| | |Forty-Third Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C32-10. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,575: | Line 14,928: | ||
|4.5 | |4.5 | ||
| | | | ||
| | |April 27, 2015 | ||
| | | | ||
| | | | ||
Line 13,593: | Line 14,946: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.40 | ||
| | | | ||
| | |Forty-Fourth Supplemental Indenture, dated as of April 27, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C33-15. | ||
| | | | ||
|8-K(1) | |8-K(1) | ||
Line 13,603: | Line 14,956: | ||
|4.6 | |4.6 | ||
| | | | ||
| | |April 27, 2015 | ||
| | | | ||
| | | | ||
Line 13,621: | Line 14,974: | ||
| | | | ||
|- | |- | ||
| 4. | | 4.41 | ||
| | | | ||
| | |Forty-Eighth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/12-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
|4. | |4.5 | ||
| | | | ||
| | |May 1, 2015 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| | | 4.42 | ||
| | | | ||
| | |Forty-Ninth Supplemental Indenture, dated as of May 1, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/13-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |May 1, 2015 | ||
| | | | ||
| | | | ||
Line 13,689: | Line 15,030: | ||
| | | | ||
|- | |- | ||
| | | 4.43 | ||
| | | | ||
| | |Fifty-Second Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C36-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
| | |4.4 | ||
| | | | ||
|May | |May 11, 2015 | ||
| | | | ||
| | | | ||
Line 13,717: | Line 15,058: | ||
| | | | ||
|- | |- | ||
| | | 4.44 | ||
| | | | ||
| | |Fifty-Third Supplemental Indenture, dated as of May 11, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C37-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |May 11, 2015 | ||
| | | | ||
| | | | ||
Line 13,745: | Line 15,086: | ||
| | | | ||
|- | |- | ||
| | | 4.45 | ||
| | | | ||
| | |Fifty-Seventh Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C40-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.4 | ||
| | | | ||
| | |May 18, 2015 | ||
| | | | ||
| | | | ||
Line 13,773: | Line 15,114: | ||
| | | | ||
|- | |- | ||
| | | 4.46 | ||
| | | | ||
| | |Fifty-Eighth Supplemental Indenture, dated as of May 18, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C41-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |May 18, 2015 | ||
| | | | ||
| | | | ||
Line 13,801: | Line 15,142: | ||
| | | | ||
|- | |- | ||
| | | 4.47 | ||
| | | | ||
| | |Sixty-First Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C44-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.4 | ||
| | | | ||
| | |May 26, 2015 | ||
| | | | ||
| | | | ||
Line 13,829: | Line 15,170: | ||
| | | | ||
|- | |- | ||
| | | 4.48 | ||
| | | | ||
| | |Sixty-Second Supplemental Indenture, dated as of May 26, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C45-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |May 26, 2015 | ||
| | | | ||
| | | | ||
| | |} | ||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 13,857: | Line 15,199: | ||
| | | | ||
|- | |- | ||
| | |Exhibit | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="7" |Incorporated by Reference | |||
| | | | ||
|Filed | |||
|- | |- | ||
|Number | |||
| | | | ||
|Exhibit Description | |||
| | | | ||
|Form | |||
| | | | ||
|File No. | |||
| | | | ||
|Exhibit | |||
| | | | ||
|Filing Date | |||
| | | | ||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 13,884: | Line 15,229: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 13,913: | Line 15,250: | ||
| | | | ||
|- | |- | ||
| | | 4.49 | ||
| | | | ||
| | |Seventieth Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C52-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
|4.4 | |4.4 | ||
| | | | ||
|June | |June 16, 2015 | ||
| | | | ||
| | | | ||
Line 13,941: | Line 15,278: | ||
| | | | ||
|- | |- | ||
| | | 4.50 | ||
| | | | ||
| | |Seventy-First Supplemental Indenture, dated as of June 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C53-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
|4.5 | |4.5 | ||
| | | | ||
|June | |June 16, 2015 | ||
| | | | ||
| | | | ||
Line 13,969: | Line 15,306: | ||
| | | | ||
|- | |- | ||
| | | 4.51 | ||
| | | | ||
| | |Seventy-Fourth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C56-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
| | |4.4 | ||
| | | | ||
| | |June 23, 2015 | ||
| | | | ||
| | | | ||
Line 13,997: | Line 15,334: | ||
| | | | ||
|- | |- | ||
| | | 4.52 | ||
| | | | ||
| | |Seventy-Fifth Supplemental Indenture, dated as of June 22, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C57-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |June 23, 2015 | ||
| | | | ||
| | | | ||
Line 14,025: | Line 15,362: | ||
| | | | ||
|- | |- | ||
| | | 4.53 | ||
| | | | ||
| | |Eightieth Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C61-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
|4.5 | |4.5 | ||
| | | | ||
| | |June 29, 2015 | ||
| | | | ||
| | | | ||
Line 14,053: | Line 15,390: | ||
| | | | ||
|- | |- | ||
| | | 4.54 | ||
| | | | ||
| | |Eighty-First Supplemental Indenture, dated as of June 29, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C62-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |June 29, 2015 | ||
| | | | ||
| | | | ||
Line 14,081: | Line 15,418: | ||
| | | | ||
|- | |- | ||
| | | 4.55 | ||
| | | | ||
| | |Ninetieth Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C71-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |July 21, 2015 | ||
| | | | ||
| | | | ||
Line 14,109: | Line 15,446: | ||
| | | | ||
|- | |- | ||
| | | 4.56 | ||
| | | | ||
| | |Ninety-First Supplemental Indenture, dated as of July 20, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C72-15. | ||
| | | | ||
|8-K( | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |July 21, 2015 | ||
| | | | ||
| | | | ||
Line 14,137: | Line 15,474: | ||
| | | | ||
|- | |- | ||
| | | 4.57 | ||
| | | | ||
| | |Ninety-Fifth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/20-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |July 31, 2015 | ||
| | | | ||
| | | | ||
Line 14,165: | Line 15,502: | ||
| | | | ||
|- | |- | ||
| | | 4.58 | ||
| | | | ||
| | |Ninety-Sixth Supplemental Indenture, dated as of July 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/21-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
|July | |July 31, 2015 | ||
| | | | ||
| | | | ||
Line 14,193: | Line 15,530: | ||
| | | | ||
|- | |- | ||
| | | 4.59 | ||
| | | | ||
| | |One Hundred-and-Fifth Supplemental Indenture, dated as of August 10, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C81-10. | ||
| | | | ||
|8-K | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |August 10, 2015 | ||
| | | | ||
| | | | ||
Line 14,221: | Line 15,558: | ||
| | | | ||
|- | |- | ||
| | | 4.60 | ||
| | | | ||
| | |One Hundred-and-Eleventh Supplemental Indenture, dated as of August 17, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C87-15. | ||
| | | | ||
|8-K | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |August 17, 2015 | ||
| | | | ||
| | | | ||
|} | |} | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
|Exhibit | |Exhibit | ||
Line 14,260: | Line 15,610: | ||
|} | |} | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | | | ||
| | | | ||
Line 14,289: | Line 15,638: | ||
| | | | ||
|- | |- | ||
| | | 4.61 | ||
| | | | ||
| | |One Hundred-and-Sixteenth Supplemental Indenture, dated as of August 24, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C92-15. | ||
| | | | ||
|8-K | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |August 24, 2015 | ||
| | | | ||
| | | | ||
Line 14,317: | Line 15,666: | ||
| | | | ||
|- | |- | ||
| | | 4.62 | ||
| | | | ||
| | |One Hundred-and-Twenty-First Supplemental Indenture, dated as of August 31, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C97-15. | ||
| | | | ||
|8-K | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |August 31, 2015 | ||
| | | | ||
| | | | ||
Line 14,345: | Line 15,694: | ||
| | | | ||
|- | |- | ||
| | | 4.63 | ||
| | | | ||
| | |One Hundred-and-Twenty-Eighth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C101-10. | ||
| | | | ||
|8-K | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |September 15, 2015 | ||
| | | | ||
| | | | ||
Line 14,373: | Line 15,722: | ||
| | | | ||
|- | |- | ||
| | | 4.64 | ||
| | | | ||
| | |One Hundred-and-Twenty-Ninth Supplemental Indenture, dated as of September 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C102-15. | ||
| | | | ||
|8-K | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |September 15, 2015 | ||
| | | | ||
| | | | ||
Line 14,401: | Line 15,750: | ||
| | | | ||
|- | |- | ||
| | | 4.65 | ||
| | | | ||
| | |One Hundred-and-Thirty-Third Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C106-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |September 29, 2015 | ||
| | | | ||
| | | | ||
Line 14,429: | Line 15,778: | ||
| | | | ||
|- | |- | ||
| | | 4.66 | ||
| | | | ||
| | |One Hundred-and-Thirty-Fourth Supplemental Indenture, dated as of September 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C107-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |September 29, 2015 | ||
| | | | ||
| | | | ||
Line 14,457: | Line 15,806: | ||
| | | | ||
|- | |- | ||
| | | 4.67 | ||
| | | | ||
| | |One Hundred-and-Thirty-Eighth Supplemental Indenture, dated as of October 13, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C111-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |October 13, 2015 | ||
| | | | ||
| | | | ||
Line 14,485: | Line 15,834: | ||
| | | | ||
|- | |- | ||
| | | 4.68 | ||
| | | | ||
| | |One Hundred-and-Forty-Third Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2015/25-10. | ||
| | | | ||
|8-K | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
|October | |October 30, 2015 | ||
| | | | ||
| | | | ||
Line 14,513: | Line 15,862: | ||
| | | | ||
|- | |- | ||
| | | 4.69 | ||
| | | | ||
| | |One Hundred-and-Forty-Fourth Supplemental Indenture, dated as of October 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2015/26-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |October 30, 2015 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
Line 14,543: | Line 15,890: | ||
| | | | ||
|- | |- | ||
| | | 4.70 | ||
| | | | ||
| | |One Hundred-and-Forty-Eighth Supplemental Indenture, dated as of November 4, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C116-10. | ||
| | | | ||
|8-K | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |November 4, 2015 | ||
| | | | ||
| | | | ||
| | |} | ||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 14,571: | Line 15,919: | ||
| | | | ||
|- | |- | ||
| | |Exhibit | ||
| | | | ||
| | | | ||
| | | | ||
| colspan="7" |Incorporated by Reference | |||
| | | | ||
|Filed | |||
|- | |- | ||
|Number | |||
| | | | ||
|Exhibit Description | |||
| | | | ||
|Form | |||
| | | | ||
|File No. | |||
| | | | ||
|Exhibit | |||
| | | | ||
|Filing Date | |||
| | | | ||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 14,598: | Line 15,949: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 14,627: | Line 15,970: | ||
| | | | ||
|- | |- | ||
| | | 4.71 | ||
| | | | ||
| | |One Hundred-and-Fifty-Third Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C121-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
|November | |November 17, 2015 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
|001- | |- | ||
| 4.72 | |||
| | |||
|One Hundred-and-Fifty-Fourth Supplemental Indenture, dated as of November 16, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C122-15. | |||
| | |||
|8-K(1) | |||
| | |||
|001-35758 | |||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |November 17, 2015 | ||
| | | | ||
| | | | ||
Line 14,695: | Line 16,026: | ||
| | | | ||
|- | |- | ||
| | | 4.73 | ||
| | | | ||
| | |One Hundred-and-Fifty-Eighth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C126-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |November 30, 2015 | ||
| | | | ||
| | | | ||
Line 14,723: | Line 16,054: | ||
| | | | ||
|- | |- | ||
| | | 4.74 | ||
| | | | ||
| | |One Hundred-and-Fifty-Ninth Supplemental Indenture, dated as of November 30, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C127-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |November 30, 2015 | ||
| | | | ||
| | | | ||
Line 14,751: | Line 16,082: | ||
| | | | ||
|- | |- | ||
| | | 4.75 | ||
| | | | ||
| | |One Hundred-and-Sixty-Third Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C131-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |December 14, 2015 | ||
| | | | ||
| | | | ||
Line 14,779: | Line 16,110: | ||
| | | | ||
|- | |- | ||
| | | 4.76 | ||
| | | | ||
| | |One Hundred-and-Sixty-Fourth Supplemental Indenture, dated as of December 14, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C132-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |December 14, 2015 | ||
| | | | ||
| | | | ||
Line 14,807: | Line 16,138: | ||
| | | | ||
|- | |- | ||
| | | 4.77 | ||
| | | | ||
| | |One Hundred-and-Sixty-Eighth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 4.70% Solar Bonds, Series 2015/C136-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |December 28, 2015 | ||
| | | | ||
| | | | ||
Line 14,835: | Line 16,166: | ||
| | | | ||
|- | |- | ||
| | | 4.78 | ||
| | | | ||
| | |One Hundred-and-Sixty-Ninth Supplemental Indenture, dated as of December 28, 2015, by and between SolarCity and the Trustee, related to SolarCity’s 5.45% Solar Bonds, Series 2015/C137-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |December 28, 2015 | ||
| | | | ||
| | | | ||
Line 14,863: | Line 16,194: | ||
| | | | ||
|- | |- | ||
| | | 4.79 | ||
| | | | ||
| | |One Hundred-and-Seventy-Third Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.00% Solar Bonds, Series 2016/4-10. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
| | |001-35758 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |January 29, 2016 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| | | 4.80 | ||
| | | | ||
| | |One Hundred-and-Seventy-Fourth Supplemental Indenture, dated as of January 29, 2016, by and between SolarCity and the Trustee, related to SolarCity’s 5.75% Solar Bonds, Series 2016/5-15. | ||
| | | | ||
| | |8-K(1) | ||
| | | | ||
|001- | |001-35758 | ||
| | | | ||
| | |4.6 | ||
| | | | ||
| | |January 29, 2016 | ||
| | | | ||
| | | | ||
Line 14,932: | Line 16,250: | ||
| | | | ||
|- | |- | ||
| | | 4.81 | ||
| | | | ||
| | |Description of Registrant’s Securities | ||
| | | | ||
|10- | |10-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
| | |4.119 | ||
| | | | ||
| | |February 13, 2020 | ||
| | | | ||
| | | | ||
| | |} | ||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 14,961: | Line 16,279: | ||
| | | | ||
|- | |- | ||
| | |Exhibit | ||
| | | | ||
| | | | ||
| | | | ||
| | | colspan="7" |Incorporated by Reference | ||
| | |||
| | | | ||
|Filed | |||
|- | |||
|Number | |||
| | | | ||
|Exhibit Description | |||
| | | | ||
|Form | |||
| | | | ||
|File No. | |||
| | | | ||
|Exhibit | |||
| | | | ||
|Filing Date | |||
| | | | ||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 14,988: | Line 16,308: | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
Line 15,017: | Line 16,330: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.1** | ||
| | | | ||
| | |Form of Indemnification Agreement between the Registrant and its directors and officers. | ||
| | | | ||
| | |S-1/A | ||
| | | | ||
| | |333-164593 | ||
| | | | ||
|10.1 | |10.1 | ||
| | | | ||
| | |June 15, 2010 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| 10. | | 10.2** | ||
| | | | ||
| | |2003 Equity Incentive Plan. | ||
| | | | ||
| | |S-1/A | ||
| | | | ||
| | |333-164593 | ||
| | | | ||
|10. | |10.2 | ||
| | | | ||
| | |May 27, 2010 | ||
| | | | ||
| | | | ||
Line 15,085: | Line 16,386: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.3** | ||
| | | | ||
| | |Form of Stock Option Agreement under 2003 Equity Incentive Plan. | ||
| | | | ||
| | |S-1 | ||
| | | | ||
| | |333-164593 | ||
| | | | ||
|10. | |10.3 | ||
| | | | ||
| | |January 29, 2010 | ||
| | | | ||
| | | | ||
Line 15,113: | Line 16,414: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.4** | ||
| | | | ||
| | |Amended and Restated 2010 Equity Incentive Plan. | ||
| | | | ||
|10- | |10-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.4 | ||
| | | | ||
| | |February 23, 2018 | ||
| | | | ||
| | | | ||
Line 15,141: | Line 16,442: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.5** | ||
| | | | ||
| | |Form of Stock Option Agreement under 2010 Equity Incentive Plan. | ||
| | | | ||
|10-K | |10-K | ||
Line 15,149: | Line 16,450: | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.6 | ||
| | | | ||
| | |March 1, 2017 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| 10. | | 10.6** | ||
| | | | ||
| | |Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan. | ||
| | | | ||
|10- | |10-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.7 | ||
| | | | ||
| | |March 1, 2017 | ||
| | | | ||
| | | | ||
Line 15,209: | Line 16,498: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.7** | ||
| | | | ||
| | |Amended and Restated 2010 Employee Stock Purchase Plan, effective as of February 1, 2017. | ||
| | | | ||
|10- | |10-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.8 | ||
| | | | ||
| | |March 1, 2017 | ||
| | | | ||
| | | | ||
Line 15,237: | Line 16,526: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.8** | ||
| | | | ||
| | |2019 Equity Incentive Plan. | ||
| | | | ||
| | |S-8 | ||
| | | | ||
| | |333-232079 | ||
| | | | ||
| | |4.2 | ||
| | | | ||
| | |June 12, 2019 | ||
| | | | ||
| | | | ||
Line 15,265: | Line 16,554: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.9** | ||
| | | | ||
| | |Form of Stock Option Agreement under 2019 Equity Incentive Plan. | ||
| | | | ||
|8 | |S-8 | ||
| | | | ||
| | |333-232079 | ||
| | | | ||
| | |4.3 | ||
| | | | ||
| | |June 12, 2019 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| 10. | | 10.10** | ||
| | | | ||
| | |Form of Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan. | ||
| | | | ||
| | |S-8 | ||
| | | | ||
| | |333-232079 | ||
| | | | ||
| | |4.4 | ||
| | | | ||
| | |June 12, 2019 | ||
| | | | ||
| | | | ||
Line 15,333: | Line 16,610: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.11** | ||
| | | | ||
| | |Employee Stock Purchase Plan, effective as of June 12, 2019. | ||
| | | | ||
| | |S-8 | ||
| | | | ||
| | |333-232079 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |June 12, 2019 | ||
| | | | ||
| | | | ||
Line 15,361: | Line 16,638: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.12** | ||
| | | | ||
| | |2007 SolarCity Stock Plan and form of agreements used thereunder. | ||
| | | | ||
| | |S-1(1) | ||
| | | | ||
| | |333-184317 | ||
| | | | ||
|10. | |10.2 | ||
| | | | ||
| | |October 5, 2012 | ||
| | | | ||
| | | | ||
Line 15,389: | Line 16,666: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.13** | ||
| | | | ||
| | |2012 SolarCity Equity Incentive Plan and form of agreements used thereunder. | ||
| | | | ||
| | |S-1(1) | ||
| | | | ||
| | |333-184317 | ||
| | | | ||
|10. | |10.3 | ||
| | | | ||
| | |October 5, 2012 | ||
| | | | ||
| | | | ||
Line 15,417: | Line 16,694: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.14** | ||
| | | | ||
| | |2010 Zep Solar, Inc. Equity Incentive Plan and form of agreements used thereunder. | ||
| | | | ||
| | |S-8(1) | ||
| | | | ||
| | |333-192996 | ||
| | | | ||
| | |4.5 | ||
| | | | ||
| | |December 20, 2013 | ||
| | | | ||
| | | | ||
Line 15,445: | Line 16,722: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.15** | ||
| | | | ||
| | |Offer Letter between the Registrant and Elon Musk dated October 13, 2008. | ||
| | | | ||
| | |S-1 | ||
| | | | ||
| | |333-164593 | ||
| | | | ||
|10. | |10.9 | ||
| | | | ||
| | |January 29, 2010 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| 10. | | 10.16** | ||
| | | | ||
| | |Performance Stock Option Agreement between the Registrant and Elon Musk dated January 21, 2018. | ||
| | | | ||
| | |DEF 14A | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
| | |Appendix A | ||
| | | | ||
| | |February 8, 2018 | ||
| | | | ||
| | | | ||
Line 15,513: | Line 16,778: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.17** | ||
| | | | ||
| | |Maxwell Technologies, Inc. 2005 Omnibus Equity Incentive Plan, as amended through May 6, 2010 | ||
| | | | ||
| | |8-K(2) | ||
| | | | ||
|001- | |001-15477 | ||
| | | | ||
|10. | |10.1 | ||
| | | | ||
| | |May 10, 2010 | ||
| | | | ||
| | | | ||
Line 15,541: | Line 16,806: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.18** | ||
| | | | ||
| | |Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan | ||
| | | | ||
| | |DEF 14A(2) | ||
| | | | ||
|001- | |001-15477 | ||
| | | | ||
| | |Appendix A | ||
| | | | ||
| | |June 2, 2017 | ||
| | | | ||
| | | | ||
Line 15,569: | Line 16,834: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.19 | ||
| | | | ||
| | |Indemnification Agreement, effective as of June 23, 2020, between Registrant and Elon R. Musk. | ||
| | | | ||
|10- | |10-Q | ||
| | | | ||
|001- | |001-34756 | ||
| | | | ||
|10. | |10.4 | ||
| | | | ||
| | |July 28, 2020 | ||
| | | | ||
| | | | ||
Line 15,597: | Line 16,862: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.20 | ||
| | | | ||
| | |Indemnification Agreement, dated as of February 27, 2014, by and between the Registrant and J.P. Morgan Securities LLC. | ||
| | | | ||
| | |8-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.1 | ||
| | | | ||
| | |March 5, 2014 | ||
| | | | ||
| | | | ||
Line 15,625: | Line 16,890: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.21 | ||
| | | | ||
| | |Form of Call Option Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021. | ||
| | | | ||
| | |8-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.3 | ||
| | | | ||
| | |March 5, 2014 | ||
| | | | ||
| | | | ||
|} | |} | ||
{| class="wikitable" | {| class="wikitable" | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |- | ||
|Exhibit | |Exhibit | ||
Line 15,664: | Line 16,942: | ||
|} | |} | ||
{| class="wikitable" | {| class="wikitable" | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
| | |||
| | |||
| | |||
| | |||
| | | | ||
| | | | ||
Line 15,693: | Line 16,970: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.22 | ||
| | | | ||
| | |Form of Warrant Confirmation relating to 1.25% Convertible Senior Notes Due March 1, 2021. | ||
| | | | ||
| | |8-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.5 | ||
| | | | ||
| | |March 5, 2014 | ||
| | | | ||
| | | | ||
Line 15,721: | Line 16,998: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.23 | ||
| | | | ||
| | |Form of Call Option Confirmation relating to 2.375% Convertible Notes due March 15, 2022. | ||
| | | | ||
| | |8-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.1 | ||
| | | | ||
| | |March 22, 2017 | ||
| | | | ||
| | | | ||
Line 15,749: | Line 17,026: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.24 | ||
| | | | ||
| | |Form of Warrant Confirmation relating to 2.375% Convertible Notes due March 15, 2022. | ||
| | | | ||
| | |8-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.2 | ||
| | | | ||
| | |March 22, 2017 | ||
| | | | ||
| | | | ||
Line 15,777: | Line 17,054: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.25 | ||
| | | | ||
| | |Form of Call Option Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024. | ||
| | | | ||
| | |8-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.1 | ||
| | | | ||
| | |May 3, 2019 | ||
| | | | ||
| | | | ||
Line 15,805: | Line 17,082: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.26 | ||
| | | | ||
| | |Form of Warrant Confirmation relating to 2.00% Convertible Senior Notes due May 15, 2024. | ||
| | | | ||
| | |8-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.2 | ||
| | | | ||
| | |May 3, 2019 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | |||
|- | |- | ||
| 10. | | 10.27† | ||
| | | | ||
| | |Supply Agreement between Panasonic Corporation and the Registrant dated October 5, 2011. | ||
| | | | ||
|10-K | |10-K | ||
Line 15,853: | Line 17,118: | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.50 | ||
| | | | ||
|February | |February 27, 2012 | ||
| | | | ||
| | | | ||
Line 15,873: | Line 17,138: | ||
| | | | ||
|- | |- | ||
| 10. | | 10.28† | ||
| | | | ||
| | |Amendment No. 1 to Supply Agreement between Panasonic Corporation and the Registrant dated October 29, 2013. | ||
| | | | ||
|10- | |10-K | ||
| | | | ||
|001-34756 | |001-34756 | ||
| | | | ||
|10. | |10.35A | ||
| | | | ||
| | |February 26, 2014 | ||
| | | | ||
| | | | ||
Line 15,901: | Line 17,166: | ||
| | | | ||
|- | |- | ||
| | | 10.29 | ||
| | |||
|Agreement between Panasonic Corporation and the Registrant dated July 31, 2014. | |||
| | | | ||
| | |10-Q | ||
| | | | ||
| | |001-34756 | ||
| | | | ||
| | |10.1 | ||
| | | | ||
| | |November 7, 2014 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
Line 15,929: | Line 17,194: | ||
| | | | ||
|- | |- | ||
| | | 10.30† | ||
| | |||
|General Terms and Conditions between Panasonic Corporation and the Registrant dated October 1, 2014. | |||
| | | | ||
| | |8-K | ||
| | | | ||
| | |001-34756 | ||
| | | | ||
| | |10.2 | ||
| | | | ||
| | |October 11, 2016 | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
Line 15,957: | Line 17,222: | ||
| | | | ||
|- | |- | ||
| | | 10.31 | ||
| | | | ||
| | |Letter Agreement, dated as of February 24, 2015, regarding addition of co-party to General Terms and Conditions, Production Pricing Agreement and Investment Letter Agreement between Panasonic Corporation and the Registrant. | ||
| | | | ||
| | |10-K | ||
| | | | ||
|— | |001-34756 | ||
| | | | ||
|— | |10.25A | ||
| | | | ||
|— | |February 24, 2016 | ||
| | | | ||
|X | | | ||
|- | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.32† | |||
| | |||
|Amendment to Gigafactory General Terms, dated March 1, 2016, by and among the Registrant, Panasonic Corporation and Panasonic Energy Corporation of North America. | |||
| | |||
|8-K | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|October 11, 2016 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.33†† | |||
| | |||
|Amended and Restated General Terms and Conditions for Gigafactory, entered into on June 10, 2020, by and among Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and Panasonic Corporation of North America. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.2 | |||
| | |||
|July 28, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.34† | |||
| | |||
|Production Pricing Agreement between Panasonic Corporation and the Registrant dated October 1, 2014. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.3 | |||
| | |||
|November 7, 2014 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.35† | |||
| | |||
|Investment Letter Agreement between Panasonic Corporation and the Registrant dated October 1, 2014. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.4 | |||
| | |||
|November 7, 2014 | |||
| | |||
| | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|Exhibit | |||
| | |||
| | |||
| | |||
| colspan="7" |Incorporated by Reference | |||
| | |||
|Filed | |||
|- | |||
|Number | |||
| | |||
|Exhibit Description | |||
| | |||
|Form | |||
| | |||
|File No. | |||
| | |||
|Exhibit | |||
| | |||
|Filing Date | |||
| | |||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.36 | |||
| | |||
|Amendment to Gigafactory Documents, dated April 5, 2016, by and among the Registrant, Panasonic Corporation, Panasonic Corporation of North America and Panasonic Energy Corporation of North America. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.2 | |||
| | |||
|May 10, 2016 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.37†† | |||
| | |||
|2019 Pricing Agreement (Japan Cells) with respect to 2011 Supply Agreement, executed September 20, 2019, by and among the Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and SANYO Electric Co., Ltd. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.6 | |||
| | |||
|October 29, 2019 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.38†† | |||
| | |||
|2020 Pricing Agreement (Gigafactory 2170 Cells), entered into on June 9, 2020, by and among Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation and Panasonic Corporation of North America. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.3 | |||
| | |||
|July 28, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.39†† | |||
| | |||
|2021 Pricing Agreement (Japan Cells) with respect to 2011 Supply Agreement, executed December 29, 2020, by and among the Registrant, Tesla Motors Netherlands B.V., Panasonic Corporation of North America and SANYO Electric Co., Ltd. | |||
| | |||
|10-K | |||
| | |||
|001-34756 | |||
| | |||
|10.39 | |||
| | |||
|February 8, 2021 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.40†† | |||
| | |||
|Amended and Restated Factory Lease, executed as of March 26, 2019, by and between the Registrant and Panasonic Energy North America, a division of Panasonic Corporation of North America, as tenant. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.3 | |||
| | |||
|July 29, 2019 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.41†† | |||
| | |||
|Lease Amendment, executed September 20, 2019, by and among the Registrant, Panasonic Corporation of North America, on behalf of its division Panasonic Energy of North America, with respect to the Amended and Restated Factory Lease, executed as of March 26, 2019. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.7 | |||
| | |||
|October 29, 2019 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.42†† | |||
| | |||
|Second Lease Amendment, entered into on June 9, 2020, by and between the Registrant and Panasonic Energy of North America, a division of Panasonic Corporation of North America, with respect to the Amended and Restated Factory Lease dated January 1, 2017. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|July 28, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.43 | |||
| | |||
|Amendment and Restatement in respect of ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent. | |||
| | |||
|S-4/A | |||
| | |||
|333-229749 | |||
| | |||
|10.68 | |||
| | |||
|April 3, 2019 | |||
| | |||
| | |||
|} | |||
108 | |||
---- | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|Exhibit | |||
| | |||
| | |||
| | |||
| colspan="7" |Incorporated by Reference | |||
| | |||
|Filed | |||
|- | |||
|Number | |||
| | |||
|Exhibit Description | |||
| | |||
|Form | |||
| | |||
|File No. | |||
| | |||
|Exhibit | |||
| | |||
|Filing Date | |||
| | |||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.44 | |||
| | |||
|First Amendment to Amended and Restated ABL Credit Agreement, dated as of December 23, 2020, in respect of the Amended and Restated ABL Credit Agreement, dated as of March 6, 2019, by and among certain of the Registrant’s and Tesla Motors Netherlands B.V.’s direct or indirect subsidiaries from time to time party thereto, as borrowers, Wells Fargo Bank, National Association, as documentation agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Bank of America, N.A., as syndication agents, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent. | |||
| | |||
|10-K | |||
| | |||
|001-34756 | |||
| | |||
|10.44 | |||
| | |||
|February 8, 2021 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.45† | |||
| | |||
|Agreement for Tax Abatement and Incentives, dated as of May 7, 2015, by and between Tesla Motors, Inc. and the State of Nevada, acting by and through the Nevada Governor’s Office of Economic Development. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|August 7, 2015 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.46†† | |||
| | |||
|Second Amended and Restated Loan and Security Agreement, dated as of August 28, 2020, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.2 | |||
| | |||
|October 26, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.47 | |||
| | |||
|Amendment No. 1 to Second Amended and Restated Loan and Security Agreement, dated as of March 15, 2021, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|April 28, 2021 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.48†† | |||
| | |||
|Amendment No. 2 to Second Amended and Restated Loan and Security Agreement, dated as of June 8, 2021, by and among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|July 27, 2021 | |||
| | |||
| | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|Exhibit | |||
| | |||
| | |||
| | |||
| colspan="7" |Incorporated by Reference | |||
| | |||
|Filed | |||
|- | |||
|Number | |||
| | |||
|Exhibit Description | |||
| | |||
|Form | |||
| | |||
|File No. | |||
| | |||
|Exhibit | |||
| | |||
|Filing Date | |||
| | |||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.49† | |||
| | |||
|Loan and Security Agreement, executed on December 28, 2018, by and among LML 2018 Warehouse SPV, LLC, Tesla Finance LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent. | |||
| | |||
|10-K | |||
| | |||
|001-34756 | |||
| | |||
|10.55 | |||
| | |||
|February 19, 2019 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.50†† | |||
| | |||
|Letter of Consent, dated as of June 14, 2019, by and among LML 2018 Warehouse SPV, LLC, Deutsche Bank AG, New York Branch, as Administrative Agent, and the Group Agents party thereto, in respect of the Loan and Security Agreement, dated as of August 17, 2017 and as amended from time to time, by and among LML Warehouse SPV, LLC, Tesla Finance LLC, and the Lenders, Group Agents and Administrative Agent from time to time party thereto. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|July 29, 2019 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.51†† | |||
| | |||
|Amendment No. 1 to Loan and Security Agreement, dated as of August 16, 2019, by and among LML 2018 Warehouse SPV, LLC, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent, and the Lenders and Group Agents from time to time party thereto. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.2 | |||
| | |||
|October 29, 2019 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.52 | |||
| | |||
|Amendment No. 2 to Loan and Security Agreement, dated as of December 13, 2019, by and among LML 2018 Warehouse SPV, LLC, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent, and the Lenders and Group Agents from time to time party thereto. | |||
| | |||
|10-K | |||
| | |||
|001-34756 | |||
| | |||
|10.69 | |||
| | |||
|February 13, 2020 | |||
| | |||
| | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|Exhibit | |||
| | |||
| | |||
| | |||
| colspan="7" |Incorporated by Reference | |||
| | |||
|Filed | |||
|- | |||
|Number | |||
| | |||
|Exhibit Description | |||
| | |||
|Form | |||
| | |||
|File No. | |||
| | |||
|Exhibit | |||
| | |||
|Filing Date | |||
| | |||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.53 | |||
| | |||
|Letter of Consent, dated February 18, 2020, by and among LML 2018 Warehouse SPV, LLC, Tesla 2014 Warehouse SPV LLC, LLC and Deutsche Bank AG, New York Branch, as Administrative Agent and as Group Agent under the 2018 Loan Agreement and the 2014 Loan Agreement, and the Group Agents party thereto, in respect of (i) the Loan and Security Agreement, dated December 27, 2018 and as amended from time to time, among LML 2018 Warehouse SPV, LLC, Tesla Finance LLC, Deutsche Bank Trust Company Americans, as Paying Agent, Deutsche Bank AG, New York Branch, as Administrative Agent, the lenders parties and agent parties thereto, and (ii) the Amended and Restated Loan and Security Agreement, dated August 17, 2017 and as amended from time to time, among Tesla 2014 Warehouse SPV LLC, Tesla Finance LLC, the lenders and group agents party thereto, Deutsche Bank Trust Company Americas, as Paying Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|April 30, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.54†† | |||
| | |||
|Letter of Consent, dated as of August 14, 2020, by and among LML 2018 Warehouse SPV, LLC, Tesla 2014 Warehouse SPV LLC, Deutsche Bank AG, New York Branch, as Administrative Agent and Group Agent, and the Group Agents party thereto, in respect of (i) the Loan and Security Agreement, dated as of December 27, 2018 and as amended from time to time, by and among LML 2018 Warehouse SPV, LLC, Tesla Finance LLC, and the Lenders, Group Agents, Paying Agent and Administrative Agent from time to time party thereto, and (ii) the Amended and Restated Loan and Security Agreement, dated as of August 17, 2017 and as amended from time to time, by and among LML Warehouse SPV, LLC, Tesla Finance LLC, and the Lenders, Group Agents and Administrative Agent from time to time party thereto. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|October 26, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.55 | |||
| | |||
|Payoff and Termination Letter, executed on August 28, 2020, by and among LML 2018 Warehouse SPV, LLC, the Lenders and Group Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Paying Agent and Deutsche Bank AG, New York Branch, as Administrative Agent, relating to Loan and Security Agreement. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.3 | |||
| | |||
|October 26, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.56 | |||
| | |||
|Purchase Agreement, dated as of August 11, 2017, by and among the Registrant, SolarCity and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives of the several initial purchasers named therein. | |||
| | |||
|8-K | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|August 23, 2017 | |||
| | |||
| | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|Exhibit | |||
| | |||
| | |||
| | |||
| colspan="7" |Incorporated by Reference | |||
| | |||
|Filed | |||
|- | |||
|Number | |||
| | |||
|Exhibit Description | |||
| | |||
|Form | |||
| | |||
|File No. | |||
| | |||
|Exhibit | |||
| | |||
|Filing Date | |||
| | |||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.57 | |||
| | |||
|Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 2, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. | |||
| | |||
|10-Q(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16 | |||
| | |||
|November 6, 2014 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.58 | |||
| | |||
|First Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 31, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. | |||
| | |||
|10-K(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16a | |||
| | |||
|February 24, 2015 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.59 | |||
| | |||
|Second Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 15, 2014, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. | |||
| | |||
|10-K(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16b | |||
| | |||
|February 24, 2015 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.60 | |||
| | |||
|Third Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of February 12, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. | |||
| | |||
|10-Q(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16c | |||
| | |||
|May 6, 2015 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.61 | |||
| | |||
|Fourth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, Inc. | |||
| | |||
|10-Q(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16d | |||
| | |||
|May 6, 2015 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.62 | |||
| | |||
|Fifth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of June 30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. | |||
| | |||
|10-Q(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16e | |||
| | |||
|July 30, 2015 | |||
| | |||
| | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|Exhibit | |||
| | |||
| | |||
| | |||
| colspan="7" |Incorporated by Reference | |||
| | |||
|Filed | |||
|- | |||
|Number | |||
| | |||
|Exhibit Description | |||
| | |||
|Form | |||
| | |||
|File No. | |||
| | |||
|Exhibit | |||
| | |||
|Filing Date | |||
| | |||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.63 | |||
| | |||
|Sixth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 1, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. | |||
| | |||
|10-Q(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16f | |||
| | |||
|October 30, 2015 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.64 | |||
| | |||
|Seventh Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. | |||
| | |||
|10-Q(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16g | |||
| | |||
|October 30, 2015 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.65 | |||
| | |||
|Eighth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 26, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. | |||
| | |||
|10-Q(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16h | |||
| | |||
|October 30, 2015 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.66 | |||
| | |||
|Ninth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. | |||
| | |||
|10-K(1) | |||
| | |||
|001-35758 | |||
| | |||
|10.16i | |||
| | |||
|February 10, 2016 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.67 | |||
| | |||
|Tenth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 31, 2017, by and between The Research Foundation For The State University of New York, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.8 | |||
| | |||
|May 10, 2017 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.68 | |||
| | |||
|Eleventh Amendment to Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology, effective as of July 22, 2020, among the Research Foundation for the State University of New York, Silevo, LLC and Tesla Energy Operations, Inc. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.6 | |||
| | |||
|July 28, 2020 | |||
| | |||
| | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|Exhibit | |||
| | |||
| | |||
| | |||
| colspan="7" |Incorporated by Reference | |||
| | |||
|Filed | |||
|- | |||
|Number | |||
| | |||
|Exhibit Description | |||
| | |||
|Form | |||
| | |||
|File No. | |||
| | |||
|Exhibit | |||
| | |||
|Filing Date | |||
| | |||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.69 | |||
| | |||
|Twelfth Amendment to Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology, effective as of May 1, 2021, among the Research Foundation for the State University of New York, Silevo, LLC and Tesla Energy Operations, Inc. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.1 | |||
| | |||
|October 25, 2021 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.70†† | |||
| | |||
|Grant Contract for State-Owned Construction Land Use Right, dated as of October 17, 2018, by and between Shanghai Planning and Land Resource Administration Bureau, as grantor, and Tesla (Shanghai) Co., Ltd., as grantee (English translation). | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.2 | |||
| | |||
|July 29, 2019 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.71†† | |||
| | |||
|Facility Agreement, dated as of September 26, 2019, by and between China Merchants Bank Co., Ltd. Beijing Branch and Tesla Automobile (Beijing) Co., Ltd. (English translation). | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.3 | |||
| | |||
|October 29, 2019 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.72†† | |||
| | |||
|Statement Letter to China Merchants Bank Co., Ltd. Beijing Branch from Tesla Automobile (Beijing) Co., Ltd., dated as of September 26, 2019 (English translation). | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.4 | |||
| | |||
|October 29, 2019 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.73†† | |||
| | |||
|Fixed Asset Syndication Loan Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd., China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation). | |||
| | |||
|10-K | |||
| | |||
|001-34756 | |||
| | |||
|10.85 | |||
| | |||
|February 13, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.74†† | |||
| | |||
|Fixed Asset Syndication Loan Agreement and Supplemental Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd., China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation). | |||
| | |||
|10-K | |||
| | |||
|001-34756 | |||
| | |||
|10.86 | |||
| | |||
|February 13, 2020 | |||
| | |||
| | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|Exhibit | |||
| | |||
| | |||
| | |||
| colspan="7" |Incorporated by Reference | |||
| | |||
|Filed | |||
|- | |||
|Number | |||
| | |||
|Exhibit Description | |||
| | |||
|Form | |||
| | |||
|File No. | |||
| | |||
|Exhibit | |||
| | |||
|Filing Date | |||
| | |||
|Herewith | |||
|} | |||
{| class="wikitable" | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.75†† | |||
| | |||
|Syndication Revolving Loan Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd. China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation). | |||
| | |||
|10-K | |||
| | |||
|001-34756 | |||
| | |||
|10.87 | |||
| | |||
|February 13, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 10.76†† | |||
| | |||
|Working Capital Loan Contact, dated as of May 7, 2020, between Industrial and Commercial Bank of China, China (Shanghai) Pilot Free Trade Zone Lingang Special Area Branch and Tesla (Shanghai) Co., Ltd. | |||
| | |||
|10-Q | |||
| | |||
|001-34756 | |||
| | |||
|10.5 | |||
| | |||
|July 28, 2020 | |||
| | |||
| | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 21.1 | |||
| | |||
|List of Subsidiaries of the Registrant | |||
| | |||
|— | |||
| | |||
|— | |||
| | |||
|— | |||
| | |||
|— | |||
| | |||
|X | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 23.1 | |||
| | |||
|Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | |||
| | |||
|— | |||
| | |||
|— | |||
| | |||
|— | |||
| | |||
|— | |||
| | |||
|X | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
| 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 | |||
| | |||
|— | |||
| | |||
|— | |||
| | |||
|— | |||
| | |||
|— | |||
| | |||
|X | |||
|- | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
| | |||
|- | |||
|101.INS | |||
| | |||
|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 | |||
|- | |||
| | | | ||
| | | | ||
Line 15,985: | Line 19,186: | ||
| | | | ||
|- | |- | ||
| | |101.LAB | ||
| | | | ||
| | |Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| | | | ||
|— | |— | ||
Line 16,013: | Line 19,214: | ||
| | | | ||
|- | |- | ||
| | |101.PRE | ||
| | | | ||
| | |Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| | | | ||
|— | |— | ||
Line 16,041: | Line 19,242: | ||
| | | | ||
|- | |- | ||
| | |104 | ||
| | | | ||
| | |Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | ||
| | | | ||
| | | | ||
Line 16,065: | Line 19,255: | ||
| | | | ||
| | | | ||
|} | |||
<nowiki>*</nowiki> Furnished herewith | |||
<nowiki>**</nowiki> Indicates a management contract or compensatory plan or arrangement | |||
† Confidential treatment has been requested for portions of this exhibit | |||
†† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10). | |||
(1) Indicates a filing of SolarCity | |||
(2) Indicates a filing of Maxwell Technologies, Inc. | |||
ITEM 16. SUMMARY | |||
None | |||
SIGNATURES | |||
Pursuant 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. | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | | | ||
| | | | ||
| | |Tesla, Inc. | ||
|- | |- | ||
| | | | ||
| | | | ||
| | | | ||
|- | |- | ||
| | |Date: February 4, 2022 | ||
| | | | ||
| | |/s/ Elon Musk | ||
|- | |- | ||
| | | | ||
| | | | ||
| | |Elon Musk | ||
|- | |- | ||
| | | | ||
| | | | ||
| | |Chief Executive Officer | ||
|- | |- | ||
| | | | ||
| | | | ||
|(Principal Executive Officer) | |||
|} | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | |||
{| class="wikitable" | |||
| | | | ||
| | | | ||
Line 16,146: | Line 19,311: | ||
| | | | ||
| | | | ||
|- | |- | ||
|Signature | |Signature |