The following discussion and analysis should be read in conjunction with the
consolidated financial statements and the related notes included elsewhere in
this Quarterly Report on Form 10-Q.

Overview



Our mission is to accelerate the world's transition to sustainable energy. We
design, develop, manufacture, lease and sell high-performance fully electric
vehicles, solar energy generation systems and energy storage products. We also
offer maintenance, installation, operation, financial and other services related
to our products.

In 2021, we have produced 180,338 vehicles and delivered 184,877 vehicles through the first quarter. We are currently focused on increasing vehicle production and capacity, improving and developing and battery technologies, increasing the affordability and efficiency of our vehicles, expanding our global infrastructure and introducing our next vehicles.



In 2021, we have deployed 445 GWh of energy storage products and 92 megawatts of
solar energy systems through the first quarter. We are currently focused on
ramping production of energy storage products, improving our Solar Roof
installation capability and efficiency and increasing market share of retrofit
solar energy systems.

During the three months ended March 31, 2021, we recognized total revenues of
$10.39 billion, representing an increase of $4.40 billion over the three months
ended March 31, 2020. We continue to ramp production, build new manufacturing
capacity and expand our operations to enable increased deliveries and
deployments of our products and further revenue growth.

During the three months ended March 31, 2021, our net income attributable to
common stockholders was $438 million, representing a favorable change of $422
million over the three months ended March 31, 2020. We continue to focus on
operational efficiencies, while we have seen an acceleration of non-cash
stock-based compensation expense due to a rapid increase in our market
capitalization and updates to our business outlook.

We ended the first quarter of 2021 with $17.14 billion in cash and cash
equivalents, representing a decrease of $2.24 billion from the end of 2020. Our
cash flows provided by operating activities during the three month period ended
March 31, 2021 was $1.64 billion, representing a favorable change of $2.08
billion compared to our cash flows used in operating activities during the
period ended March 31, 2020 of $440 million, and capital expenditures amounted
to $1.35 billion during the three month period ended March 31, 2021, compared to
$455 million during the same period ended March 31, 2020. Sustained growth has
allowed our business to generally fund itself, but we will continue a number of
capital-intensive projects in upcoming periods.

Management Opportunities, Challenges and Risks

Impact of COVID-19 Pandemic





Beginning in the first quarter of 2021, there has been a trend in many parts of
the world of increasing availability and administration of vaccines against
COVID-19, as well as an easing of restrictions on social, business, travel and
government activities and functions. On the other hand, infection rates and
regulations continue to fluctuate in various regions and there are ongoing
global impacts resulting from the pandemic, including challenges and increases
in costs for logistics and supply chains, such as increased port congestion,
intermittent supplier delays and a shortfall of microchip supply. We have also
previously been affected by temporary manufacturing closures, employment and
compensation adjustments, and impediments to administrative activities
supporting our product deliveries and deployments.



Ultimately, we cannot predict the duration of the COVID-19 pandemic. We will
continue to monitor macroeconomic conditions to remain flexible and to optimize
and evolve our business as appropriate, and we will have to accurately project
demand and infrastructure requirements globally and deploy our production,
workforce and other resources accordingly.

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Automotive-Production

The following is a summary of the status of production of each of our announced vehicle models in production and under development, as of the date of this Quarterly Report on Form 10-Q:





Production Location   Vehicle Model(s)   Production Status
Fremont Factory       Model S / Model X  Active
                      Model 3 / Model Y  Active
Gigafactory Shanghai  Model 3 / Model Y  Active
Gigafactory Berlin    Model Y            Constructing manufacturing facilities
Gigafactory Texas     Model Y            Constructing manufacturing facilities
                      Cybertruck         In development
TBD                   Tesla Semi         In development
                      Tesla Roadster     In development




We installed and tested the manufacturing equipment for our new versions of
Model S and Model X in the first quarter of 2021 and we are in the early stages
of ramping production. We are focused on ramping these models and Model Y to at
least their installed production capacities. We have also worked to increase
localization at Gigafactory Shanghai by introducing drive unit manufacturing and
Model Y one-piece casting there. The next phase of production growth will depend
on the construction of Gigafactory Berlin and Gigafactory Texas, each of which
is progressing as planned for production and deliveries beginning in late 2021,
and where we will also add to our available sources of battery cell supply by
manufacturing our own cells that we are developing to have high-volume output,
lower capital and production costs and longer range. Consistent with our
approach of innovating at new factories, we expect to pioneer there the mass
production of these cells and our unique structural battery pack concept. Our
goals are to improve vehicle performance, decrease production costs and increase
affordability.

However, these plans are subject to uncertainties inherent in establishing and
ramping manufacturing operations, which may be exacerbated by the number of
concurrent international projects and any future impact from events outside of
our control such as the COVID-19 pandemic and any industry-wide component
constraints. Moreover, we must meet ambitious technological targets with our
plans for battery cells as well as for iterative manufacturing and design
improvements for our vehicles with each new factory.

Automotive-Demand and Sales



Our cost reduction efforts and additional localized procurement and
manufacturing are key to our vehicles' affordability, and for example have
allowed us to competitively price our vehicles in China. In addition to opening
new factories in 2021, we will also continue to generate demand and brand
awareness by improving our vehicles' performance and functionality, including
Autopilot, FSD and software features, and introducing anticipated future
vehicles. Moreover, we expect to benefit from ongoing electrification of the
automotive sector and increasing environmental awareness.

However, we operate in a cyclical industry that is sensitive to trade,
environmental and political uncertainty, all of which may also be compounded by
any future global impact from the COVID-19 pandemic. Moreover, as additional
competitors enter the marketplace and help bring the world closer to sustainable
transportation, we will have to continue to execute well to maintain our
momentum.

Automotive-Deliveries and Customer Infrastructure





As our deliveries increase, we must work constantly to prevent our vehicle
delivery capability from becoming a bottleneck on our total deliveries.
Increasing the exports of vehicles manufactured at Gigafactory Shanghai has been
effective in mitigating the strain on our deliveries, and we expect to benefit
further from situating additional factories closer to local markets. In any
case, as we expand, we will have to continue to increase and staff our delivery,
servicing and charging infrastructure, maintain our vehicle reliability and
optimize our Supercharger locations to ensure cost-effectiveness and customer
satisfaction. In particular, we remain focused on increasing the capability and
efficiency of our servicing operations.

Energy Generation and Storage Demand, Production and Deployment





The long-term success of this business is dependent upon increasing margins
through greater volumes. We continue to increase the production of our energy
storage products to meet high levels of demand. For Powerwall, better
availability and growing grid stability concerns drive higher interest, and we
are emphasizing cross-selling with our residential solar energy products. We
remain committed to increasing our retrofit solar energy business by offering a
low-cost and simplified online ordering experience. In addition, we continue to
improve our installation capabilities for Solar Roof by on-boarding and training
a large number of installers and reducing the installation time dramatically. As
these product lines grow, we will have to maintain adequate battery cell supply
for our energy storage products and hire additional personnel, particularly
skilled electricians to support the ramp of Solar Roof.

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Cash Flow and Capital Expenditure Trends



Our capital expenditures are typically difficult to project beyond the short
term given the number and breadth of our core projects at any given time, and
may further be impacted by uncertainties in future global market conditions. We
are simultaneously ramping new products in the new Model S and Model X, Model Y
and Solar Roof, constructing or ramping manufacturing facilities on three
continents and piloting the development and manufacture of new battery cell
technologies, and the pace of our capital spend may vary depending on overall
priority among projects, the pace at which we meet milestones, production
adjustments to and among our various products, increased capital efficiencies
and the addition of new projects. Owing and subject to the foregoing as well as
the pipeline of announced projects under development and all other continuing
infrastructure growth, we currently expect our capital expenditures to be $4.50
to $6.00 billion in 2021 and each of the next two fiscal years.

Our business has recently been consistently generating cash flow from operations
in excess of our level of capital spend, and with better working capital
management resulting in shorter days sales outstanding than days payable
outstanding, our sales growth is also facilitating positive cash generation. On
the other hand, we are likely to see heightened levels of capital expenditures
during certain periods depending on the specific pace of our capital-intensive
projects. Moreover, as our stock price has significantly increased recently, we
have seen higher levels of early conversions of "in-the-money" convertible
senior notes, which obligates us to deliver cash and or shares pursuant to the
terms of those notes. Overall, we expect our ability to be self-funding to
continue as long as macroeconomic factors support current trends in our sales.

Operating Expense Trends



As long as we see expanding sales, and excluding the potential impact of
non-cash stock compensation expense attributable to the 2018 CEO Performance
Award and impairment charges on certain assets as explained below, we generally
expect operating expenses relative to revenues to decrease as we additionally
increase operational efficiency and process automation.

In March 2018, our stockholders approved a performance-based stock option award
to our CEO (the "2018 CEO Performance Award"), consisting of 12 vesting tranches
contingent on the achievement of specified market capitalization and operational
milestones. We incur non-cash stock-based compensation expense for each tranche
only after the related operational milestone initially becomes probable of being
achieved based on a subjective assessment of our future financial performance,
and if this happens following the grant date, we record at such time a
cumulative catch-up expense that may be significant based on the length of time
elapsed from the grant date. Moreover, the remaining expense for that tranche is
ratably recorded over the period remaining until the later of (i) the expected
achievement of the relevant operational milestone (if it has not yet been
achieved) and (ii) the expected achievement of the related market capitalization
milestone (if it has not yet been achieved). Upon the achievement of both
milestones related to a tranche, all remaining associated expense is recognized
immediately. Because the market capitalization milestone achievements were
generally expected to occur later than the related expected operational
milestone achievements, the achievement of the former earlier than expected may
increase the magnitude of any catch-up expense and/or accelerate the rate at
which the remaining expense is recognized. Since 2020, several operational
milestones have become probable and/or have been achieved and all market
capitalization milestones except one have been achieved, resulting in the
recognition or acceleration of related expense earlier than anticipated and
within a relatively short period of time. See Note 11, Equity Incentive
Plans-2018 CEO Performance Award, to the consolidated financial statements
included elsewhere in this Quarterly Report on Form 10-Q for further details
regarding the stock-based compensation relating to the 2018 CEO Performance
Award.

In the first quarter of 2021, we invested an aggregate $1.50 billion in bitcoin
and began accepting bitcoin as a form of payment for certain of our products in
specified regions, subject to applicable laws. Digital assets are considered
indefinite-lived intangible assets under applicable accounting rules.
Accordingly, any decrease in their fair values below our carrying values for
such assets at any time subsequent to their acquisition will require us to
recognize impairment charges, whereas we may make no upward revisions for any
market price increases until a sale. As we generally intend to hold these assets
long-term, these charges may negatively impact our profitability in the periods
in which such impairments occur even if the overall market values of these
assets increase. For example, in the first quarter of 2021, we recorded
approximately $27 million of impairment losses resulting from changes to the
carrying value of our bitcoin and gains of $128 million on certain sales of
bitcoin by us.

Critical Accounting Policies and Estimates



The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the U.S. ("GAAP"). The preparation of the
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues, costs and
expenses and related disclosures. We base our estimates on historical
experience, as appropriate, and on various other assumptions that we believe to
be reasonable under the circumstances. Changes in the accounting estimates are
reasonably likely to occur from period to period. Accordingly, actual results
could differ significantly from the estimates made by our management. We
evaluate our estimates and assumptions on an ongoing basis. To the extent that
there are material differences between these estimates and actual results, our
future financial statement presentation, financial condition, results of
operations and cash flows may be affected.

                                       31

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Due to the COVID-19 pandemic, there has been uncertainty and disruption in the
global economy and financial markets. The estimates used for, but not limited
to, determining significant economic incentive for resale value guarantee
arrangements, sales return reserves, the collectability of accounts receivable,
inventory valuation, fair value of long-lived assets, goodwill, fair value of
financial instruments, fair value and residual value of operating lease vehicles
and solar energy systems subject to leases could be impacted. We have assessed
the impact and are not aware of any specific events or circumstances that
required an update to our estimates and assumptions or materially affected the
carrying value of our assets or liabilities as of the date of issuance of this
Quarterly Report on Form 10-Q. These estimates may change as new events occur
and additional information is obtained. Actual results could differ materially
from these estimates under different assumptions or conditions.

For a description of our critical accounting policies and estimates, refer to
Part II, Item 7, Critical Accounting Policies and Estimates in our Annual Report
on Form 10-K for the year ended December 31, 2020. There have been no material
changes to our critical accounting policies and estimates since our Annual
Report on Form 10-K for the year ended December 31, 2020.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.





Results of Operations

Effects of COVID-19

Beginning in the first quarter of 2021, there has been a trend in many parts of
the world of increasing availability and administration of vaccines against
COVID-19, as well as an easing of restrictions on social, business, travel and
government activities and functions. On the other hand, infection rates and
regulations continue to fluctuate in various regions and there are ongoing
global impacts resulting from the pandemic, including challenges and increases
in costs for logistics and supply chain issues, such as a shortfall of microchip
supply.

During 2020, we were also affected by temporary manufacturing closures,
employment and compensation adjustments, and impediments to administrative
activities supporting our product deliveries and deployments. Our temporary
suspension at our factories resulted in idle capacity charges as we still
incurred fixed costs such as depreciation, certain payroll related expenses and
property taxes. As part of our response strategy to the business disruptions and
uncertainty around macroeconomic conditions caused by the COVID-19 pandemic, we
instituted cost reduction initiatives across our business globally to be
commensurate to the scope of our operations while they were scaled back in the
first half of 2020. Additionally, we suspended non-critical operating spend and
opportunistically renegotiated supplier and vendor arrangements. As part of
various governmental responses to the pandemic granted to companies globally, we
received certain payroll related benefits which helped to reduce the impact of
the COVID-19 pandemic on our financial results. Such payroll related benefits
related to our direct headcount have been primarily netted against our disclosed
idle capacity charges and they marginally reduced our operating expenses. The
impact of the idle capacity charges incurred during the first half of 2020 were
almost entirely offset by our cost savings initiatives and payroll related
benefits.



Revenues



                                                   Three Months Ended March 31,                 Change

(Dollars in millions)                                2021                 2020              $             %
Automotive sales                                $         8,705       $       4,893     $   3,812            78 %
Automotive leasing                                          297                 239            58            24 %
Total automotive revenues                                 9,002               5,132         3,870            75 %
Services and other                                          893                 560           333            59 %

Total automotive & services and other


  segment revenue                                         9,895               5,692         4,203            74 %
Energy generation and storage segment revenue               494                 293           201            69 %
Total revenues                                  $        10,389       $       5,985     $   4,404            74 %



Automotive & Services and Other Segment



Automotive sales revenue includes revenues related to cash deliveries of new
Model S, Model X, Model 3 and Model Y vehicles, including access to our
Supercharger network, internet connectivity, FSD features and over-the-air
software updates, as well as sales of regulatory credits to other automotive
manufacturers. Cash deliveries are vehicles that are not subject to lease
accounting. Our revenue from regulatory credits fluctuates depending on when a
contract is executed with a buyer and when the credits are delivered.

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Automotive leasing revenue includes the amortization of revenue for vehicles
under direct operating lease agreements as well as those sold with resale value
guarantees accounted for as operating leases under lease accounting. We began
offering direct leasing for Model Y vehicles in the third quarter of 2020.
Additionally, automotive leasing revenue includes direct sales-type leasing
programs where we recognize all revenue associated with the sales-type lease
upon delivery to the customer, which we introduced in volume during the third
quarter of 2020.

Services and other revenue consists of 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.



Automotive sales revenue increased $3.81 billion, or 78%, in the three months
ended March 31, 2021 as compared to the three months ended March 31,
2020, primarily due to an increase of 96,464 Model 3 and Model Y cash deliveries
year over year from production ramping at both Gigafactory Shanghai and the
Fremont Factory. There was also an increase of $164 million from additional
sales of regulatory credits to $518 million in the three months ended March 31,
2021. The increases in automotive sales revenue were partially offset by a
decrease from 8,380 fewer Model S and Model X cash deliveries at a slightly
lower combined average selling price in the three months ended March 31, 2021
compared to the prior period as we phase out the inventory of older models to
get ready for the introduction of the updated versions. Additionally, there was
a decrease in the combined average selling price of Model 3 and Model Y
primarily due to a higher proportion of Standard Range variants in our sales mix
compared to the prior period.

Automotive leasing revenue increased $58 million, or 24%, in the three months
ended March 31, 2021 as compared to the three months ended March 31, 2020,
primarily due to an increase in cumulative vehicles under our direct operating
lease program and the introduction of direct sales-type leasing programs which
we began offering in volume during the third quarter of 2020 where we recognize
all revenue associated with the sales-type lease upon delivery to the customer.
These increases were partially offset by the decreases in automotive leasing
revenue associated with our resale value guarantee leasing programs accounted
for as operating leases as those portfolios have declined.

Services and other revenue increased $333 million, or 59%, in the three months
ended March 31, 2021 as compared to the three months ended March 31,
2020, primarily due to increases in used vehicle revenue driven by an increase
in trade-ins, non-warranty maintenance services revenue as our fleet continues
to grow and retail merchandise revenue.

Energy Generation and Storage Segment



Energy generation and storage revenue includes sales and leasing of solar energy
generation and energy storage products, services related to such products and
sales of solar energy systems incentives.

Energy generation and storage revenue increased by $201 million, or 69%, in the
three months ended March 31, 2021 as compared to the three months ended
March 31, 2020, primarily due to increases in deployments of solar cash and loan
jobs, Powerwall and Megapack, partially offset by reduced average selling prices
on our solar cash and loan jobs as a result of our low cost solar strategy
introduced mid-2020.

Cost of Revenues and Gross Margin





                                              Three Months Ended March 31,             Change
(Dollars in millions)                          2021               2020             $             %
Cost of revenues
Automotive sales                           $      6,457       $      3,699     $   2,758            75 %
Automotive leasing                                  160                122            38            31 %
Total automotive cost of revenues                 6,617              3,821         2,796            73 %
Services and other                                  962                648           314            48 %

Total automotive & services and other


  segment cost of revenues                        7,579              4,469         3,110            70 %
Energy generation and storage segment               595                282           313           111 %
Total cost of revenues                     $      8,174       $      4,751     $   3,423            72 %
Gross profit total automotive              $      2,385       $      1,311
Gross margin total automotive                        26 %               26 %
Gross profit total automotive & services
and other
  segment                                  $      2,316       $      1,223
Gross margin total automotive & services
and other
  segment                                            23 %               21 %
Gross profit energy generation and
storage segment                            $       (101 )     $         11
Gross margin energy generation and
storage segment                                     -20 %                4 %
Total gross profit                         $      2,215       $      1,234
Total gross margin                                   21 %               21 %




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Automotive & Services and Other Segment



Cost of automotive sales revenue includes direct parts, material and labor
costs, manufacturing overhead, including depreciation costs of tooling and
machinery, shipping and logistic costs, vehicle connectivity costs, allocations
of electricity and infrastructure costs related to our Supercharger network and
reserves for estimated warranty expenses. Cost of automotive sales revenues also
includes adjustments to warranty expense and charges to write down the carrying
value of our inventory when it exceeds its estimated net realizable value and to
provide for obsolete and on-hand inventory in excess of forecasted demand.

Cost of automotive leasing revenue includes the amortization of operating lease
vehicles over the lease term, cost of goods sold associated with direct
sales-type leases which were introduced in volume in the third quarter of 2020,
as well as warranty expenses related to leased vehicles. Cost of automotive
leasing revenue also includes vehicle connectivity costs and allocations of
electricity and infrastructure costs related to our Supercharger network for
vehicles under our leasing programs.

Cost of services and other revenue includes costs associated with providing
non-warranty after-sales services, costs to acquire and certify used vehicles,
costs for retail merchandise, and costs to provide vehicle insurance. Cost of
services and other revenue also includes direct parts, material and labor costs
and manufacturing overhead associated with the sales by our acquired
subsidiaries to third party customers.

Cost of automotive sales revenue increased $2.76 billion, or 75%, in the three
months ended March 31, 2021 as compared to the three months ended March 31,
2020, primarily due to an increase of 96,464 Model 3 and Model Y cash
deliveries, partially offset by a decrease in combined average Model 3 and Model
Y costs per unit due to lower material, manufacturing, freight and duty costs
from localized procurement and manufacturing in China, a higher sales mix of
Standard Range trims and reductions in Model Y average costs per unit as
compared to the prior period due to temporary under-utilization of manufacturing
capacity at lower production volumes during our production ramp in the first
half of 2020. Additionally, there was a decrease of 8,380 Model S and Model X
cash deliveries in the three months ended March 31, 2021 compared to the prior
period.

Cost of automotive leasing revenue increased $38 million, or 31%, in the three
months ended March 31, 2021 as compared to the three months ended March 31,
2020, primarily due to an increase in cumulative vehicles under our direct
operating lease program and the introduction of direct sales-type leasing
programs which we began offering in volume during the third quarter of 2020
where we recognize all cost of revenue associated with the sales-type lease upon
delivery to the customer. These increases were partially offset by the decreases
in cost of automotive lease revenue associated with our resale value guarantee
leasing programs which are accounted for as operating leases as those portfolios
have declined.

Cost of services and other revenue increased $314 million, or 48%, in the three
months ended March 31, 2021 as compared to the three months ended March 31,
2020, primarily due to increases in used vehicle cost of revenue driven by an
increase in trade-ins, costs to support our increase in non-warranty maintenance
services revenue and costs of retail merchandise as our sales have increased.

Gross margin for total automotive remained relatively consistent at 26% in the
three months ended March 31, 2021 as compared to the three months ended
March 31, 2020. There were increases from improvements of Model Y and Model 3
gross margins primarily from lower material, manufacturing, freight and duty
costs from localized procurement and manufacturing in China and reductions in
Model Y average costs per unit as compared to the prior period due to temporary
under-utilization of manufacturing capacity at lower production volumes during
our production ramp in the first half of 2020. Additionally, there was a
positive impact from an increase of $164 million in sales of regulatory credits.
These increases were partially offset by a decrease in the combined average
selling price of Model 3 and Model Y due to a higher proportion of Standard
Range variants in our sales mix compared to the prior period.

Gross margin for total automotive & services and other segment increased from
21% to 23% in the three months ended March 31, 2021 as compared to the three
months ended March 31, 2020, primarily due to the automotive gross margin
impacts discussed above and an improvement in our services and other gross
margin. Additionally, there was a lower proportion of services and other, which
operated at a lower gross margin than our automotive business, within the
segment in the three months ended March 31, 2021 as compared to the prior
period.

Energy Generation and Storage Segment



Cost of energy generation and storage revenue includes direct and indirect
material and labor costs, warehouse rent, freight, warranty expense, other
overhead costs and amortization of certain acquired intangible assets. Cost of
energy generation and storage revenue also includes charges to write down the
carrying value of our inventory when it exceeds its estimated net realizable
value and to provide for obsolete and on-hand inventory in excess of forecasted
demand. In agreements for solar energy system and PPAs where we are the lessor,
the cost of revenue is primarily comprised of depreciation of the cost of leased
solar energy systems, maintenance costs associated with those systems and
amortization of any initial direct costs.

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Cost of energy generation and storage revenue increased by $313 million, or
111%, in the three months ended March 31, 2021 as compared to the three months
ended March 31, 2020, primarily due to increases in deployments of solar cash
and loan jobs, Solar Roof, Powerwall and Megapack and increased service
maintenance costs on solar energy systems where we are the lessor, partially
offset by reductions in average costs per unit of Solar Roof and solar cash and
loan jobs from improved overhead utilization as deployments increased. Although
our average costs per unit of Solar Roof improved compared to the prior period,
they still remain significant and contribute disproportionately to our cost of
energy generation and storage revenue.

Gross margin for energy generation and storage decreased from 4% to -20% in the
three months ended March 31, 2021 as compared to the three months ended
March 31, 2020 primarily due to a higher proportion of Solar Roof in our overall
energy business which operated at lower gross margins as a result of temporary
manufacturing underutilization during product ramp, increased service
maintenance costs on solar energy systems where we are the lessor and lower
gross margins in our energy storage business as we are ramping Megapack.

Research and Development Expense





                                 Three Months Ended March 31,             Change
(Dollars in millions)             2021                  2020            $         %
Research and development      $         666         $         324     $ 342       106 %
As a percentage of revenues               6 %                   5 %




Research and development ("R&D") expenses consist primarily of personnel costs
for our teams in engineering and research, manufacturing engineering and
manufacturing test organizations, prototyping expense, contract and professional
services and amortized equipment expense.

R&D expenses increased $342 million, or 106%, in the three months ended
March 31, 2021 as compared to the three months ended March 31, 2020. The
increase was primarily due to an $147 million increase in employee and labor
related expenses due to an increase in headcount and increased payroll taxes
related to appreciation of our stock price, a $122 million increase in R&D
expensed materials and outside services and a $60 million increase in
stock-based compensation expense. These increases were to support our expanding
product roadmap such as the new versions of Model S and Model X and technologies
including our proprietary battery cells.

R&D expenses as a percentage of revenue increased from 5% to 6% in the three
months ended March 31, 2021 as compared to the three months ended March 31,
2020. The increase is primarily due to the increase in our R&D expenses as
detailed above, partially offset by an increase in total revenues from expanding
sales.

Selling, General and Administrative Expense





                                         Three Months Ended March 31,         Change
(Dollars in millions)                     2021              2020            $        %
Selling, general and administrative   $       1,056       $     627       $ 429       68 %
As a percentage of revenues                      10 %            10 %



Selling, general and administrative ("SG&A") expenses generally consist of personnel and facilities costs related to our stores, marketing, sales, executive, finance, human resources, information technology and legal organizations, as well as fees for professional and contract services and litigation settlements.



SG&A expenses increased $429 million, or 68%, in the three months ended
March 31, 2021 as compared to the three months ended March 31, 2020. The
increase is primarily due to an increase of $273 million in stock-based
compensation expense, of which $233 million was attributable to the 2018 CEO
Performance Award. We recorded stock-based compensation expense of $299 million
in the three months ended March 31, 2021 for the 2018 CEO Performance Award
compared to $66 million in the prior period. The increase in expense under the
2018 CEO Performance Award was due to the catch-up expense of $116 million
recognized in the three months ended March 31, 2021 when the operational
milestone of annualized revenue of $55.0 billion became probable of being
achieved as well as the acceleration of the expense related to the fifth and
sixth tranches as their market capitalization milestones were achieved earlier
than originally forecasted due to rapid appreciation of our stock price since
2020 (see Note 11, Equity Incentive Plans, to the consolidated financial
statements included elsewhere in this Quarterly Report on Form
10-Q). Additionally, there was an increase of $125 million in employee and labor
related expenses from increased headcount and increased payroll taxes related to
appreciation of our stock price.

SG&A expenses as a percentage of revenue remained relatively consistent at 10%
in the three months ended March 31, 2021 as compared to the three months ended
March 31, 2020. There was a favorable impact from the increase in total revenue
from expanding sales, partially offset by an increase in our SG&A expenses as
detailed above.

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Restructuring and Other Expense





                                 Three Months Ended March 31,              Change
(Dollars in millions)              2021                2020         $              %
Restructuring and other       $          (101 )       $     -     $ (101 )   Not meaningful
As a percentage of revenues                -1 %             0 %




During the three months ended March 31, 2021, we realized gains of $128 million
through sales of bitcoin and also recorded $27 million of impairment losses. See
Note 2, Summary of Significant Accounting Policies, and Note 3, Digital Assets,
Net, to the consolidated financial statements included elsewhere in this
Quarterly Report on Form 10-Q for further details.

Interest Expense



                                  Three Months Ended March 31,          Change
(Dollars in millions)            2021                 2020           $         %
Interest expense              $       (99 )       $        (169 )   $ 70       -41 %
As a percentage of revenues             1 %                   3 %




Interest expense decreased by $70 million, or 41%, in the three months ended
March 31, 2021 as compared to the three months ended March 31, 2020, primarily
due to the adoption of ASU 2020-06, Accounting for Convertible Instruments and
Contracts in an Entity's Own Equity, on January 1, 2021, whereby we have
de-recognized the remaining debt discounts on the 2022 Notes and 2024 Notes and
therefore no longer recognize any amortization of debt discounts as interest
expense, as well as the continued reduction in our overall debt balance. See
Note 2, Summary of Significant Accounting Policies, to the consolidated
financial statements included elsewhere in this Quarterly Report on Form 10-Q
for further details.

Other Income (Expense), Net





                                 Three Months Ended March 31,             Change
(Dollars in millions)            2021                2020          $             %

Other income (expense), net $ 28 $ (54 ) $ 82 Not meaningful As a percentage of revenues

            0 %                  1 %




Other income (expense), net, consists primarily of foreign exchange gains and
losses related to our foreign currency-denominated monetary assets and
liabilities and changes in the fair values of our fixed-for-floating interest
rate swaps. We expect our foreign exchange gains and losses will vary depending
upon movements in the underlying exchange rates.

Other income (expense), net, changed favorably by $82 million in the three
months ended March 31, 2021 as compared to the three months ended March 31,
2020, primarily due to a $60 million favorable change in the mark-to-market
remeasurement of our interest rate swaps and favorable fluctuations in foreign
currency exchange rates.

Provision for Income Taxes



                                 Three Months Ended March 31,         Change
(Dollars in millions)            2021                 2020         $         %
Provision for income taxes   $         69           $       2     $ 67       3350 %
Effective tax rate                     13 %                 3 %




Our provision for income taxes is $69 million with pre-tax income of $533
million for the three months ended March 31, 2021. The provision for income
taxes increased by $67 million, compared to $2 million provision for income
taxes with pre-tax income of $70 million for the three months ended March 31,
2020. The increase was primarily due to the substantial increases in taxable
profits in our foreign jurisdictions year-over-year.

Our effective tax rate increased from 3% to 13% in the three months ended
March 31, 2021 as compared to the three months ended March 31, 2020, primarily
due to substantial pre-tax income in the three months ended March 31, 2021 as
compared to a small pre-tax income for the three months ended March 31, 2020.

See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details.



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Net Income Attributable to Noncontrolling Interests and Redeemable
Noncontrolling Interests



                                                  Three Months Ended March 31,                Change
(Dollars in millions)                              2021                   2020            $            %
Net income attributable to noncontrolling
interests and
  redeemable noncontrolling interests in
subsidiaries                                   $         26           $         52     $    (26 )     -50%



Our net income attributable to noncontrolling interests and redeemable noncontrolling interests was related to financing fund arrangements.



Net income attributable to noncontrolling interests and redeemable
noncontrolling interests decreased by $26 million, or 50%, in the three months
ended March 31, 2021 as compared to the three months ended March 31, 2020. The
change was primarily due to lower activities from new financing fund
arrangements offset by a decrease in distributions to financing fund investors.

Liquidity and Capital Resources



We expect to continue to generate net positive operating cash flow as we have
done in the last three fiscal years. The cash we generate from our core
operations enables us to fund ongoing operations and production, our research
and development projects for new products and technologies including our
proprietary battery cells, additional manufacturing ramps at existing
manufacturing facilities such as the Fremont Factory, Gigafactory Nevada,
Gigafactory Shanghai and Gigafactory New York, the construction of Gigafactory
Berlin and Gigafactory Texas, and the continued expansion of our retail and
service locations, body shops, Mobile Service fleet, Supercharger network and
energy product installation capabilities.

In addition, because a large portion of our future expenditures will be to fund
our growth, we expect that if needed we will be able to adjust our capital and
operating expenditures by operating segment. For example, if our near-term
manufacturing operations decrease in scale or ramp more slowly than expected,
including due to global economic or business conditions, we may choose to
correspondingly slow the pace of our capital expenditures. Finally, we
continually evaluate our cash needs and may decide it is best to raise
additional capital or seek alternative financing sources to fund the rapid
growth of our business, including through drawdowns on existing or new debt
facilities or financing funds. Conversely, we may also from time to time
determine that it is in our best interests to voluntarily repay certain
indebtedness early.

Accordingly, we believe that our current sources of funds will provide us with adequate liquidity during the 12-month period following March 31, 2021, including to pay down near-term debt obligations, as well as in the long-term.

See the sections below for more details regarding the material requirements for cash in our business and our sources of liquidity to meet such needs.

Material Cash Requirements



From time to time in the ordinary course of business, we enter into agreements
with vendors for the purchase of components and raw materials to be used in the
manufacture of our products. However, due to contractual terms, variability in
the precise growth curves of our development and production ramps, and
opportunities to renegotiate pricing, we generally do not have binding and
enforceable purchase orders under such contracts beyond the short term, and the
timing and magnitude of purchase orders beyond such period is difficult to
accurately project.

As discussed in and subject to the considerations referenced in Part II, Item
7, Management's Discussion and Analysis of Financial Condition and Results of
Operations-Management Opportunities, Challenges and Risks-Cash Flow and Capital
Expenditure Trends in this Quarterly Report on Form 10-Q, we currently expect
our capital expenditures to support our projects globally to be $4.50 to $6.00
billion in 2021 and in each of the next two fiscal years. In connection with our
operations at Gigafactory Buffalo, we have an agreement to spend or incur $5.0
billion in combined capital, operational expenses, costs of goods sold and other
costs in the State of New York through December 31, 2029 (pursuant to a deferral
of our required timelines to meet such obligations that was granted in April
2021 subject only to memorialization in writing by us and the SUNY Foundation).
We also have an operating lease arrangement with the local government of
Shanghai pursuant to which we are required to spend RMB 14.08 billion in capital
expenditures at Gigafactory Shanghai by the end of 2023. For details regarding
these obligations, refer to Note 12, Commitments and Contingencies, to the
consolidated financial statements included elsewhere in this Quarterly Report on
Form 10-Q.

As of March 31, 2021, we and our subsidiaries had outstanding $9.52 billion in
aggregate principal amount of indebtedness, of which $1.43 billion is scheduled
to become due in the succeeding 12 months. For details regarding our
indebtedness, refer to Note 10, Debt, to the consolidated financial statements
included elsewhere in this Quarterly Report on Form 10-Q.

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Sources and Conditions of Liquidity



Our sources to fund our material cash requirements are predominantly from our
deliveries of vehicles, sales and installations of our energy storage products
and solar energy systems, proceeds from debt facilities, proceeds from financing
funds and proceeds from equity offerings.

As of March 31, 2021, we had $17.14 billion of cash and cash equivalents.
Balances held in foreign currencies had a U.S. dollar equivalent of
$7.79 billion and consisted primarily of euros, Chinese yuan and Canadian
dollars. In addition, we had $2.15 billion of unused committed amounts under our
credit facilities and financing funds as of March 31, 2021, net of amounts
formerly available under the Fixed Asset Facility that was paid off and
terminated in April 2021. Certain of such unused committed amounts are subject
to satisfying specified conditions prior to draw-down (such as 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, our interests in financing funds or various other
assets; and contributing or selling qualified solar energy systems and the
associated customer contracts or qualified leased vehicles and our interests in
those leases into the financing funds). For details regarding our indebtedness
and financing funds, refer to Note 10, Debt, and Note 13, Variable Interest
Entity Arrangements to the consolidated financial statements included elsewhere
in this Quarterly Report on Form 10-Q.

In the first quarter of 2021, we invested an aggregate $1.50 billion in bitcoin
and began accepting bitcoin as a form of payment for our products in certain
regions, subject to applicable laws. In the first quarter of 2021, we also sold
an aggregate $272 million in bitcoin. Net of such sales, the fair market value
of our bitcoin holdings as of March 31, 2021 was $2.48 billion. Based on our
trading activity to date, we believe bitcoin is highly liquid, although we
generally intend to hold our bitcoin long-term regardless of the manner of
acquisition. However, digital assets may be subject to volatile market prices,
which may be unfavorable at the times when we may want or need to liquidate
them.

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