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CORRESP

 FOIA Confidential Treatment Requested Under 17 C.F.R. § 200.83 by Tesla, Inc.

 1 Tesla Road, Austin, TX 78725

P 650 681 5100 F 650 681 5101

 December 15, 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 Messrs. Stertzel and 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 (the “Commission”) contained in its letter dated November 22, 2023, relating to the above-referenced filing. In this letter, we have recited the comment from the Staff in italicized, bold type and have followed this
with Tesla’s response thereto.

 Please note that Tesla is requesting confidential treatment pursuant to Rule 83 of the
Commission’s Rules Concerning Information and Requests, 17 C.F.R. § 200.83 with respect to portions of our response. Redacted material is marked by bracketed asterisks (“[***]”). An unredacted version of this letter is being
provided to the Commission under separate cover along with the request for confidential treatment.

 Form 10-K
for the fiscal year ended December 31, 2022

 Response dated October 27, 2023

File No. 001-34756

We note your response to our prior comment number three in your letter dated October 27, 2023. As previously requested, please provide us with your
detailed and comprehensive quantitative analysis supporting your conclusions that it is more likely than not that your U.S. deferred tax assets will not be realized. In addition please address the following:

•

 Tell us what consideration you gave to future taxable income in years beyond 2023. If no
other future periods were considered, explain why you believe that a one year forecast is adequate in your assessment of deferred tax asset realization. It is unclear how you considered ASC 740-10-30-21b, which contemplates a multiple year forecast.

Overview. As noted in our October 27, 2023 letter Tesla was in an $18 billion cumulative three-year loss
position in the US as of December 31, 2022. This cumulative loss position reflects a history of taxable losses (including losses incurred after Tesla emerged from its development stage and began large-scale EV production and sales) and a
single year (2022) of positive US taxable income. In connection with its analysis of the US valuation allowance (“VA”) as of December 31, 2022, Tesla prepared detailed forecasts of 2023 financial results. These forecasts
projected positive levels of US taxable income in 2023, but also projected that Tesla would remain in a significant US cumulative three-year loss position for the year ended December 31, 2023. Tesla considered its historical losses, the one
year of positive US taxable income in 2022 and the 2023 forecast in undertaking its VA analysis.

 1

 FOIA Confidential Treatment Requested Under 17 C.F.R. § 200.83 by Tesla, Inc.

 1 Tesla Road, Austin, TX 78725

P 650 681 5100 F 650 681 5101

 Tesla prepares comprehensive projections which seek to forecast its business on a [***]
basis. Given the nascent stage of the EV industry (Tesla’s primary business), the company has found it problematic to rely solely upon projections extending beyond that [***] time frame due to the increased volatility in the outer year results.
The processes used in EV manufacturing differ considerably from those used to build traditional internal combustion engine (“ICE”) vehicles in certain cases resulting in higher costs per vehicle. This has been one of the key reasons for
even traditional automakers struggling to manufacture EVs at a low cost. Tesla and other EV manufacturers continuously seek enhancements to existing vehicle designs and battery technologies and the infrastructure for EVs (including the type and
location of charging stations) which is in its infancy. Tesla’s unique business model also makes it difficult to reliably project future taxable income. As explained in detail below a significant part of Tesla’s long-term strategy is to
achieve competitive advantage by increasing EV production and thus reducing per-unit costs. That strategy requires both the increased utilization of its four existing factories as well as the construction of
new factories using newer manufacturing techniques, each of which is difficult to project with great certainty. In addition, Tesla’s strategy is unique since unlike other automakers, Tesla relies heavily upon the continued development and
commercial introduction of technologies such as autonomous driving, the DOJO supercomputer, and other technologies. Tesla faces significant challenges obtaining regulatory and other approvals to get these technologies to market and hence it creates
additional complexity which is unique to Tesla. All of these factors make it difficult to rely upon projected future financial to overcome the negative evidence of cumulative losses for ASC 740 purposes. As a result, for the ASC 740 valuation
allowance assessment we considered our forecast but did not attribute significant weight, for the reasons discussed above.

 The confluence
of, on the one hand, generally positive macroeconomic forces throughout 2022 and, on the other hand, negative macroeconomic forces commencing towards the end of 2022 and continuing throughout all of 2023, also exacerbated the ability to rely upon
projected future Tesla results to overcome the negative evidence of cumulative losses for ASC 740 purposes. For example, as the macroeconomic situation changed substantially over 2022, certain projections prepared in early 2022 significantly
understated the economic results that Tesla actually achieved for the full calendar year ending 2022. Conversely, certain projections prepared in mid 2022 seeking to project 2023 results, while initially quite positive, decreased later in 2022 as
Tesla was able to process and include in the forecasts the increasingly negative macroeconomic data.1

ASC 740-10-30-21
expressly states that “[f]orming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years.” Objective evidence (such as cumulative losses) generally
outweighs subjective evidence (such as projections, particularly when those projections are highly variable). As a result, Tesla concluded that a single year of US taxable income and a highly variable projection of taxable income for 2023 did not
constitute sufficient objectively verifiable positive evidence to outweigh its deep, and current, history of cumulative losses, and therefore did not support a VA release as of December 31, 2022. Moreover, for the reasons noted above, Tesla did
not believe that projections beyond calendar year 2023 would be sufficiently reliable to be considered and heavily weighted for ASC 740 purposes.

1
 Because Tesla does not have a traditional third-party dealer network (but rather sells its EVs directly to
consumers often through its online configurator application) it obtains, [***] significant data regarding EV sales. [***] Tesla utilizes this real time information to form the basis of its projections and that data (particularly because it is
obtained regularly) may be quite variable. Because this data is a significant input to Tesla’s forecasts the variability in the data necessarily is reflected in Tesla’s forecasts.

 2

 FOIA Confidential Treatment Requested Under 17 C.F.R. § 200.83 by Tesla, Inc.

 1 Tesla Road, Austin, TX 78725

P 650 681 5100 F 650 681 5101

 Detailed Discussion.

•

 Footnote 14 Disclosure in 2022 Form 10-K. As a
threshold matter, we note that although Tesla recorded positive consolidated “Income before income taxes” amounts in each of its years ending December 31, 2020, 2021, and 2022, not all amounts included in those figures were earned in
the US. Only amounts earned in the US are relevant for evaluating the US valuation allowance. Specifically, as noted in footnote 14 to our 2022 Form 10-K, Domestic income before taxes was negative for each of
the years ending December 31, 2020, and December 31, 2021. The first-year domestic income before taxes was positive is the year ending December 31, 2022, when Tesla earned $5.524 billion.2

•

 Cumulative Loss Defined—Adjustments for Permanent Differences. Relevant interpretations of the
term “cumulative losses in recent years” typically refer to losses over the current year and preceding two years. 3 Moreover, the interpretations provide that “cumulative
losses” for these purposes are determined by reference to the aggregate pre-tax income shown in the financial statements for the relevant period adjusted for the aggregate permanent book-tax differences for such period (such amounts are sometimes referred to as “Financial Taxable Income”). Tesla’s permanent book-tax differences include,
among other things, differences related to Tesla’s computation of its Global Intangible Low Tax Income (“GILTI”), excess tax deductions related to U.S. stock-based compensation, and various other items. These book-tax adjustments are determined on a jurisdictional basis. The GILTI-related permanent book-tax differences result from the use of the “GILTI deferred” method of
evaluating GILTI inclusions. Under this method, Tesla calculates its GILTI taxable income and adjusts that income for permanent book-tax differences such as the GILTI high taxed exception, stock-based
compensation related to non-US employees, and the Internal Revenue Code section 250 deduction.4 The permanent
book-tax difference calculation for these purposes is complex and not relevant in the context of this letter.5 However, our $18 billion US cumulative
loss for the three year period ending December 31 2022 (the “Three Year Period”) may be reconciled as the sum of: (i) the cumulative amount of domestic income before taxes for the Three Year Period equaled approximately [***]
billion6; and (ii) the cumulative net permanent adjustments for the Three Year Period equaled approximately [***] billion.7 This
resulted in an approximately ($18) billion US cumulative loss for the Three Year Period.

•

 Tesla’s US $18 billion Cumulative Loss as
of December 31, 2022. Applying the guidance above, Tesla had a US cumulative loss $18 billion for the three-year period ending December 31, 2022 and it projected that it would remain in a
significant three-year cumulative loss for the three-year period ending December 31, 2023. After considering the permanent book-tax differences Tesla incurred annual losses in its Financial
Taxable Income in the US in each of its years ended December 31, 2020 and 2021. Moreover, Tesla had cumulative losses for the each of the three-year periods ending December 31, 2020, 2021 and 2022 and projected cumulative losses for
the period ending December 31, 2023. Tesla’s cumulative loss as of the year ending December 31, 2021 totaled [***] billion. This cumulative loss was reduced to $18.1 billion as of the year ending December 31, 2022,
reflecting approximately $7.5 billion of US Financial Taxable Income earned in 2022. The $7.5 billion of US Financial Taxable Income earned in 2022 was the first time that Tesla had earned positive Financial Taxable income for a calendar
year in its corporate history.

2
 Please see Footnote 14 of our 2022 Form 10-K for the chart reconciling
our “Income before income taxes”

3
 The three-year period is generally considered long enough to not be unduly influenced by one-time events, but short enough that it would not be irrelevant for gauging the future.

4
 The tax effect of our stock-based-compensation benefit and GILTI inclusion are disclosed in the reconciliation
of taxes at the federal statutory rate to our provision for income taxes in Footnote 14 of our 2022 Form 10-K

5
 Among other items it requires an analysis of the GILTI rules which are particularly complex in the context of
NOLs, application of the foreign tax credit rules, the foreign currency rules, and various estimates.

6
 See Footnote 14 of our 2022 Form 10-K.

7
 This correlates to the tax-effected impact of the reconciliation items
in Footnote 14 of our 2022 Form 10-K.

 3

 FOIA Confidential Treatment Requested Under 17 C.F.R. § 200.83 by Tesla, Inc.

 1 Tesla Road, Austin, TX 78725

P 650 681 5100 F 650 681 5101

•

 Future Forecasts and the Start-Up Nature of the EV
Industry. ASC 740-10-30-17 provides that “[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.” [emphasis added].. Tesla prepared (and considered in its decision regarding the VA release) detailed
forecasts of future Financial Taxable Income. As noted above Tesla forecasted positive Financial Taxable Income for 2023, but the amount forecasted would not have eliminated Tesla’s cumulative loss. More importantly, the start-up nature of the EV industry combined with Tesla’s unique business model make forecasting within a year or beyond a one-year period highly variable. As a result, we
concluded that forecasts beyond 2023 were not sufficiently reliable to be considered as part of our VA analysis. ASC 740 guidance generally considers projections of future taxable income the most subjective evidence in analyzing a VA release. This
is logical given the subjective nature and possibility for significant variations in the projected outcomes. This variability is particularly acute in a start-up industry like the EV industry. Although EV
sales have grown significantly in recent years, EVs still comprise a comparatively minor percentage of new automobiles sold in the US.8 The manufacturing processes used to build an EV differ
considerably from those to build an ICE vehicle in certain cases resulting in higher costs per vehicle. The key cost drivers which are unique to the EV industry are around battery costs, which has seen significant fluctuation over the years with
certain metals like Lithium price increasing multi fold. This becomes challenging since the competition is ICE vehicles which do not have such costs. Tesla, and other EV manufacturers, continuously seek enhancements to existing vehicle designs and
battery technologies and the infrastructure for EVs (including the type and location of charging stations) is in its infancy. Moreover, EVs in general face significant competition from traditional ICE vehicles as well as from hybrids combing ICE and
EV technologies.

•

 Considerable EV-Related Volatility at Traditional
OEMs. Note that the difficulty in establishing EV production and accurately predicting future EV profitability is not unique to newer companies like Tesla. More traditional and well-established automobile manufacturers
have also sought to enter into the EV market. Such companies have long operating histories and significant experience with forecasting future cash flows and profitability. Notwithstanding their considerable experience, the traditional automobile
manufacturers have encountered significant difficulties in profitably ramping up their EV businesses. Additionally, there is an inverse correlation between gas prices and EV demand. As noted below in 2022, when gas prices surged, EV demand
increased. And when gas prices came down, ICE vehicles again became competitive, and the traditional automakers decided to slow down their EV investments. These fluctuations and broader industry movements make it extremely hard to accurately predict
the market for EVs.

•

 Tesla’s Business Model Also Makes Future Projections Variable. Part of Tesla’s long-term
strategy is to gain competitive advantage over other EV manufacturers by increasing manufacturing capacity which we believe will lea