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CORRESP

 1 Tesla Road, Austin, TX 78725

P 650 681 5100  F 650 681 5101

 October 27, 2023

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-7010

 Attention: Kevin Stertzel;
Hugh West

Re:
 Tesla, Inc.

Form 10-K for Fiscal Year Ended December 31, 2022

Filed January 31, 2023

File No. 001-34756

Dear Mr. Stertzel and Mr. West:

 On behalf of Tesla,
Inc. (“Tesla,” “us,” “we” or “our”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission
contained in its letter dated September 26, 2023, relating to the above-referenced filing. In this letter, we have recited the comments from the Staff in italicized, bold type and have followed this with Tesla’s response thereto.

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 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.

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 1 Tesla Road, Austin, TX 78725

P 650 681 5100  F 650 681 5101

 We acknowledge the Staff’s comment and as requested revised our disclosure (beginning
with our Form 10-Q filing for the quarter ended September 30, 2023) to expand on the uncertain and variable nature of the information related to our financial condition, available tax deductions and the
macroeconomic environment which could significantly impact our judgement regarding the realizability of our U.S. deferred tax assets. Set forth below is our existing December 31, 2022, disclosure and our revised disclosure which is included
with our Form 10-Q filing for the quarter ended September 30, 2023.

 Disclosure as of
December 31, 2022

 “We are subject to income taxes in the U.S. and in many foreign jurisdictions. Significant judgment is
required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We make these estimates and judgments about our future taxable income that are
based on assumptions that are consistent with our future plans. Tax laws, regulations and administrative practices may be subject to change due to economic or political conditions including fundamental changes to the tax laws applicable to corporate
multinationals. The U.S., many countries in the European Union and a number of other countries are actively considering changes in this regard. As of December 31, 2022, we had recorded a full valuation allowance on our net U.S. deferred tax
assets because we expect that it is more-likely-than-not our U.S. deferred tax assets will not be realized. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be
materially impacted.”

 Note 1--Summary of Significant Accounting Policies Disclosure as
of September 30, 2023

 “We are subject to income taxes in the U.S. and in many foreign jurisdictions. Significant
judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets that are not more likely than not to be realized. The determination
of the realizability of deferred tax assets requires significant judgment in assessing the likelihood of future tax consequences. In completing our assessment of realizability of our deferred tax assets, we consider our history of losses measured at
pre-tax income (loss) adjusted for permanent book-tax differences on a jurisdictional basis, volatility in actual earnings, excess tax benefits related to stock-based
compensation in recent prior years, and impacts of the timing of reversal of existing temporary differences. We also rely on our assessment of the Company’s projected future results of business operations, including uncertainty in future
operating results relative to historical results, volatility in the market price of our common stock and its performance over time, variable macroeconomic conditions impacting our ability to forecast future taxable income, and changes in business
that may affect the existence and magnitude of future taxable income. Our valuation allowance assessment is based on our best estimate of future results considering all available information.

We monitor the realizability of the U.S. deferred tax assets taking into account all relevant factors. As of September 30, 2023, we
continued to maintain a full valuation allowance on our U.S. deferred tax assets. We will release the valuation allowance when there is sufficient positive evidence to support a conclusion that it is more likely than not the deferred tax assets will
be realized. Depending on our operating results and 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 within the next year. The timing
and amount of the valuation allowance release could vary based on our assessment of all available evidence. Release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and may result in a
material decrease to income tax expense for the period the release is recorded.”

 The revised disclosure may change from time-to-time as we evaluate all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance on our U.S.
deferred tax assets is needed.

 In respect of your the second bullet to your question 1, as noted above, our analysis regarding whether a
valuation allowance on our U.S. deferred tax assets is required involves a mixture of both objective and subjective evidence and considerable judgment. Although the ability to utilize the U.S. deferred tax assets is generally positively correlated
to increases in our U.S. taxable income1, as noted in detail below, such income is highly volatile. Tesla’s future U.S. taxable income is subject to a myriad of factors (many of which are
subjective and do not lend themselves to

1
 For purposes of this letter the term taxable income (or loss) means
pre-tax income (or loss) adjusted for permanent book-tax differences on a jurisdictional basis.

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 1 Tesla Road, Austin, TX 78725

P 650 681 5100  F 650 681 5101

quantitative analysis) as highlighted in our revised disclosure above, which was included in the Summary of Significant Accounting policies footnote of our
Form-10 Q filing for the quarter ended September 30, 2023. The relationships among these various factors are not linear, nor are they generally susceptible to conventional statistical correlation or
sensitivity assessment. Most importantly, as explained in detail below we earned net U.S. taxable income for the first time in our year ended December 31, 2022, after a history of U.S. taxable loss in every prior year. Given the year ended
December 31, 2022, was our first year of net U.S. taxable income, there has previously not been a need for a formal retrospective review of prior estimates or changes to the prior valuation assessments. When considering the potential for
changes to the future, the revised disclosure above (which was included in our Form10-Q filing for the quarter ended September 30, 2023) includes the potential timing for a release of the valuation
allowance and that such release may result in a material decrease to our income tax expense for the period the release is recorded.

 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.

We respectfully advise the Staff that we considered both positive and negative evidence in assessing whether a valuation allowance is required
on our U.S. deferred tax assets. This assessment requires significant judgement in considering the relative impact of positive and negative evidence. Consistent with the requirements prescribed by ASC 740-10-30-23, the weight given to the potential effect of positive and negative evidence in our assessment is commensurate with the extent to which we can objectively
verify the evidence. Additionally, although we recorded pre-tax income in each of the three years presented within our most recent consolidated statements of operations, ASC 740 makes it clear that our
analysis should look to taxable income (or loss).2 As discussed in detail below, the year ended December 31, 2022, was the first year in which we had net U.S. taxable income. Based on
the weight of the available evidence as of December 31, 2022, and 2021, it was more-likely-than-not that these U.S. deferred tax assets would not be realized. We continue to maintain a full valuation
allowance on our U.S. deferred tax assets until there is sufficient positive evidence to support a conclusion that our U.S. deferred tax assets are more-likely-than-not to be realized. We will release all or
part of our valuation allowance if and when the positive evidence overcomes and outweighs the negative evidence to support a conclusion that our U.S. deferred tax assets are more-likely-than-not to be
realized. We have revised our disclosure and included this in our Form 10-Q filing for the quarter ended September 30, 2023, as follows, shown in underline for additions and strike through for deletions:

 “... We monitor the realizability of the U.S. deferred tax assets taking into account all relevant factors. As of
September 30, 2023, we intend to continued maintaining to maintain a full valuation allowance on our U.S. deferred tax assets. We will release the valuation allowance when
until there is sufficient positive evidence to support the reversal of all or some portion of these allowances a conclusion that it is more likely than not the deferred tax assets will be
realized.”

2
 ASC
740-10-30-18.

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 1 Tesla Road, Austin, TX 78725

P 650 681 5100  F 650 681 5101

 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.

We respectfully submit the following analysis regarding factors we considered in our assessment that as of December 31, 2022, and 2021 it
is more-likely-than-not that our U.S. deferred tax assets will not be realized. ASC 740 stipulates that in assessing the valuation allowance “[a]ll available evidence, both positive and negative, shall be
considered to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed.”3 Based upon our history of U.S. taxable losses in every
year of our corporate existence before 2022 as well as our 12 quarter cumulative U.S. taxable loss for the periods ending December 31, 2022 and 2021 we concluded that it was more-likely-than-not that we
will not realize our U.S. deferred tax assets.

 Consideration of Objective Evidence

Tesla incurred a significant rolling 12 quarter cumulative U.S. taxable loss in each of the 12 quarter periods ending December 31,
2021, and 2022. Although we recorded pre-tax income in our consolidated statements of operations for each of the years ended December 31, 2021, and December 31, 2022, ASC 740 makes it clear that it
looks to taxable income.4 And as noted in footnote 1 above, for these purposes “taxable income (loss)” is measured by pre-tax income (loss)
adjusted for permanent book-tax differences on a jurisdictional basis.

 Focusing upon taxable
income as prescribed by the guidance, ASC 740-10-30-21 expressly provides that a “cumulative loss in recent years is
a significant piece of negative evidence that is difficult to overcome.”5 A cumulative loss may be overcome by evidence of a strong earnings history coupled with evidence that the loss is
an aberration rather than a continuing condition.6 Although we earned U.S. taxable income in 2022 for the first time, we incurred a U.S. taxable loss in every year prior to 2022. When evaluated in
light of this history Tesla’s positive U.S. taxable income for the year ended December 31, 2022, represents the only significant positive objective evidence and thus is insufficient to overcome the negative presumption of ASC 740-10-30-21.

Consideration of Subjective Evidence

ASC 740-10-30-17 provides that currently available information with respect to future years may “supplement” historical evidence. We
therefore considered in our analysis various forecasts prepared in 2022 projecting 2023 U.S. taxable income (or taxable loss). Although these forecasts generally projected positive 2023 U.S. taxable income they were highly variable. This variability
stemmed from numerous factors. As noted below, increasing interest rates had an impact on the affordability of our vehicles, leading us to institute some price cuts. To offset the impact to mar