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September 26, 2023
Zachary Kirkhorn
Chief Financial Officer
Tesla, Inc.
1 Tesla Road
Austin, TX 78725
Re:Tesla, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed January 31, 2023
File No. 001-34756
Dear Zachary Kirkhorn:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Income Taxes, page 36
1.We note your critical accounting estimate for income taxes and that significant judgment
is required in determining your provision for income taxes, deferred tax assets and
liabilities, and any valuation allowance recorded against your net deferred tax assets.  We
also note your disclosure on page 82 (Note 14 – Income Taxes) that you continue to
monitor the realizability of the U.S. deferred tax assets, taking into account multiple
objective and subjective factors.  Please revise your future filings to address the following:

•Expand your disclosure to provide greater insight into the quality and variability of
information regarding financial condition and operating performance.  While your
accounting policy notes in the financial statements generally describe the method

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 Comapany NameTesla, Inc.
 September 26, 2023 Page 2
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Zachary Kirkhorn
Tesla, Inc.
September 26, 2023
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used to apply an accounting principle, the discussion here should present qualitative
and quantitative information necessary to understand the estimation uncertainty and
the impact the critical accounting estimate has had or is reasonably likely to have on
financial condition or results of operations.

•We note you reference numerous factors considered in your assessment of the
realizability of your U.S. deferred tax assets, including but 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.  Revise to
provide an analysis of the factors considered, such as how you arrived at the estimate,
how accurate the estimate/assumption has been in the past, how much the
estimate/assumption has changed in the past, and whether the estimate/assumption is
reasonably likely to change in the future.  Since critical accounting estimates and
assumptions are based on matters that are highly uncertain, you should analyze their
specific sensitivity to change, based on other outcomes that are reasonably likely to
occur and would have a material effect.  Where applicable, provide quantitative as
well as qualitative disclosure when quantitative information is reasonably available
and will provide material information for investors.

Financial Statements
Notes to Consolidated Financial Statements
Note 14 - Income Taxes, page 81
2.We note your earnings history, including significant pre-tax income in each of the three
years presented within your consolidated statements of operations.  We also note your
disclosure on page 82 that you intend to continue maintaining a full valuation allowance
on your U.S. deferred tax assets until there is sufficient evidence to support the reversal of
all, or some portion, of your valuation allowance.  Please tell us, and revise your
disclosure in future filings to clarify, what you mean when you state “... 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."
In this regard, reconcile your disclosure to the “more-likely-than-not” recognition
threshold within ASC 740-10-30, or revise to eliminate the ambiguity.

3.Please provide to us supplementally your analysis of the factors you considered (i.e., those
factors referenced on page 82) supporting your conclusions as of December 31, 2022, and
2021, that it is more likely than not that your U.S. deferred tax assets will not be realized.

 FirstName LastNameZachary Kirkhorn
 Comapany NameTesla, Inc.
 September 26, 2023 Page 3
 FirstName LastName
Zachary Kirkhorn
Tesla, Inc.
September 26, 2023
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

            You may contact Kevin Stertzel at (202) 551-3723 or Hugh West at (202) 551-3872 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing