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AGM 2022

Aug 4, 2022

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Good afternoon, everyone, and welcome to Tesla's 2022 annual shareholder meeting. My name is Martin Viecha. I'm the Vice President of Investor Relations, and I'll be the Chair of today's meeting. We're super excited that finally after two years, we get to get a properly attended meeting this year with so many people in the audience. We have more people in the audience this year than we've ever had before. First and foremost, I just really wanted to thank all of our investors, and particularly our retail shareholders that have been just so supportive and just so engaged over the years, and especially to those who have cast their ballot in the last few weeks.

Each vote really matters, so, you know, thank you so much for taking time to cast your ballot and do your part in the annual vote. We're hopeful that from now on every year you will be casting your ballot. There will be two parts of today's meeting. First, we're gonna do the formal part of the meeting, which will cover 13 items that investors are gonna be asked to vote on. After the voting, I will introduce Tesla's co-founder and CEO, Elon Musk, who will give a presentation about Tesla and the year in review. At this time, I would like to thank members of the Tesla team and the board who are here with us today. A representative from PricewaterhouseCoopers, Tesla's independent auditor, is present on the phone as well.

Before we begin, I would like to introduce you to our chair, Robyn Denholm, chair of Tesla's board, who would like to say a few words.

Robyn Denholm
Chair of the Board, Tesla, Inc.

Okay. This is the short part of the agenda. Thank you, Martin, and good afternoon, everyone. It's my great pleasure to welcome you all to Tesla's 2022 annual shareholder meeting. I am delighted that we are here in person again this year, and I'm also really thrilled to see so many of you with us today here in Giga Texas in Austin. Because we know that not everyone can join us in person, we would need a very large stadium to actually have everyone, and because we have a lot of investors as well around the country and around the planet, we actually have also got a lot of shareholders online today, and I'd like to welcome them to this meeting as well. A big welcome to all of our virtual attendees.

I would also like to thank our amazing investors and acknowledge you, because without you, we would not be here today. It is because of your support that we have become the company that we are, and that we have been able to make so much progress against our mission of accelerating the world's transition to sustainable energy. Last year alone, our global fleet of vehicles, energy storage, and solar panels enabled our customers to avoid emitting 8.4 million metric tons of greenhouse gas emissions. To put that in context, that means that we avoided emissions by using Tesla products last year, it was the equivalent of driving gas-powered cars for 20 billion miles, and that is 20 billion with a B. As you all know, that we are still in the very early phases of this transition.

As I mentioned last year, by 2030, we aim to sell 20 million electric vehicles per annum. We're making great progress towards achieving this goal. In June of this year, we achieved the highest vehicle production month in our history, despite supply headwinds and despite the shutdowns in Shanghai. We continue to ramp our factories both here in Austin as well as in Germany. Most people know Tesla for our cars, but we are also making a great big impact with our solar and energy storage business as well. Last year alone, Tesla sold 4 GW hours of energy storage products. That represents enough energy to power 3 million homes. Tesla's energy storage deployments have nearly quadrupled in the last 4 years, and last year represented over 15% of the gigawatt hours globally.

Over the past decade, Tesla's solar panels have generated more electricity than has been consumed by our factories and by all of the Tesla cars fleet on the road combined. In theory, today, all U.S. domestic electricity needs, as well as the vehicle and transportation needs, could be met by solar power alone. We're also continuously working on reducing the cost of our solar and storage products in order to foster mass adoption. Using renewable energy sources like solar and wind with battery storage, it's fast becoming the cheapest energy option available. As we continue to bring our costs down, more consumers will be able to not only have a positive impact on the environment, but it will also make economic sense to use renewable energy. Thank you.

As we discussed in our impact report, we're constantly working to improve not only the positive impact of our products, but also to reduce the energy and water consumption that we are using in our manufacturing process. In fact, our goal is for all of our factories to be carbon neutral. To that end, we are continuously innovating for energy efficiency by building increasingly sustainable factories, covering our rooftops with solar panels, leveraging AI to reduce the energy consumption, and utilizing renewable energy as much as possible throughout all of our operations. In our newest factories, we already use less water per vehicle than most almost any other traditional car maker, and we are continuously exploring ways to reduce water further throughout our operations, including optimizing and eliminating processes that are water-intensive, harvesting rainwater, and also reusing reclaimed and recycled water.

Sustainability is our main driver and motivator. It drives everything that we do. It drives our values and our mission as a company, it drives all of our employees, our shareholders, our customers, and it underscores everything that we do as directors. This month marks my eighth anniversary as a director at Tesla, and I, along with my fellow board members, many of whom are here today and online with us today, and we could not be more proud to serve as your board to help ensure that the framework of governance needed to succeed in our mission. Our governance model has enabled us to remain focused on making decisions that matter, often bold decisions that unlock growth potential. Decisions like engineering and manufacturing EVs from the ground up, rather than being just a supplier of components.

By building the world's largest lithium-ion battery factory today, and so that we can scale our operations efficiently. Making investments in an international network of stores, service centers, and supercharging stations to expand customer convenience and access. We remain dedicated to advancing your interests, your shareholder interests, and firmly believe that good governance is a hallmark of sustainability, driving long-term value, protecting shareholder interests, and ensuring our actions are aligned with our values. Thank you. As directors, we listen to and value your voice and input, and whether it be by submitting comments and questions during our earnings calls or communicating with us through our board portal or attending and interacting with us at events like this and this shareholder meeting today.

I'm excited also to announce that we have recently launched a new shareholder platform to facilitate your interaction with management, participating in company events, and receiving information directly relevant to you as a shareholder. You'll be hearing more updates on this platform in the near future. Once again, I wanna thank you for your support and for continuing to be our partner along this incredible and important journey. I would also like to take this opportunity to thank all of Tesla's amazing employees around the world. You are the lifeblood of all of our achievements as a company. You're phenomenal. And lastly, I would also like to thank Larry Ellison, who has diligently served as a director over the last three years. Your contributions have helped us as a board and also as a company greatly.

With that, I wanna hand it over to Martin again. Thank you.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Thank you very much, Robyn. I will now call the meeting to order. The time is now 4:42 P.M. Central Time, and I declare that the polls are now open. We have already received over the past few weeks voting proxies from our stockholders, meaning that almost all the votes have been counted, were already submitted before this meeting. However, if you wish to vote your shares or if you would wish to change your vote, you may do so through the virtual meeting site. For those here in person, ballots and ballot boxes were made available for you prior to the meeting. Tesla's board of directors has appointed Computershare Trust Company to serve as an inspector of election for this meeting.

Computershare has taken and signed an oath as inspector of election and has certified that starting on June 23rd, 2022, the proxy materials or the notice of internet availability of the proxy materials were mailed or provided to all Tesla stockholders as of record day of June 6, 2022. We have majority of outstanding shares represented at the meeting, so I declare that there's a quorum present and that we may proceed with the meeting. The items on the agenda are as follows. Number one, the election of two class three directors, Ira Ehrenpreis and Kathleen Wilson-Thompson, to serve for a term of three years or until their respective successors are duly elected and qualified. If proposal two of the agenda is approved, then Mr. Ehrenpreis and Ms.

Wilson-Thompson would serve for a term of two years or until their respective successors are duly elected and qualified. Number 2, to adopt amendments to our certificate of incorporation to reduce director terms to two years. Number 3, to adopt amendments to a certificate of incorporation and bylaws to eliminate applicable super majority voting requirements. Number 4, to adopt amendments to certificate of incorporation to increase the number of authorized shares of common stock by 4 billion common shares. Number 5, to ratify the appointment of PricewaterhouseCoopers LLP, Tesla's independent registered public accounting firm for the fiscal year 2022. Tesla's board has recommended that our stockholders vote for each of the director nominees and for each of those proposals. We have also received 8 stockholder proposals as described in our proxy statement.

I would like to remind our stockholders that Tesla's board has prepared a statement in opposition to each of those proposals, which appear in our proxy statement. The first stockholder proposal is an advisory vote regarding proxy access. Our board has recommended that our stockholders vote against this stockholder proposal. This stockholder proposal is proposed by James McRitchie, who is on the line to present the proposal. Mr. McRitchie, I would like to invite you to speak. You have three minutes.

James McRitchie
Shareholder Proponent, Tesla, Inc.

Thank you. Tesla's opposition statement says the board recognizes proxy access is a topic of growing interest in the investor community. Unlike 79% of the S&P 500, our board has failed to adopt any provision to provide shareholders with a real voice in directly nominating board members or representatives on Tesla's corporate governance. Instead, the board promises to continue to monitor the topic. Tesla further argues our proposal provides no safeguards against corporate raiders to effect a change in control. Nonsense. Our proposal is limited by law to 500 words. It simply asks the board to allow long-term shareholders who've owned at least 3% of Tesla continuously for three years or more to be able to nominate directors. Nothing in the proposal is binding. If passed, it is up to the board to add necessary safeguards as boards have done at hundreds of other companies.

Getting more than 50% of the shareholder vote may mean little at Tesla. Our proposal to eliminate super majority requirements at Tesla won 56% of the vote at our 2020 meeting, yet we are still voting on it this year. Are insiders at Tesla voting to block adoption? Our proposal to declassify the board won 55% at the 2021 meeting, yet the board now wants a halfway measure. Instead of voting on directors every year, the board wants it to be every other year. How large of a majority is required to move our board to action? Because of the board's inaction, proxy advisors ISS and Glass Lewis recommended against the directors up for election at this meeting and against the halfway measure toward declassifying the board.

As stated in the proxy access proposal, two of our largest shareholders, BlackRock and Vanguard, voted in favor of 87% and 91% of shareholder proposals to establish proxy access during the last three and a half years. Additionally, proxy advisors ISS, Glass Lewis, and Egan-Jones all recommend a vote for proposal number 6 at this meeting. Let's cut the bull. Give shareholders a direct voice in nominating directors. Vote for proposal number 6. Proxy access at Tesla is long overdue. Thank you.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Thank you, Mr. McRitchie. The second stockholder proposal is an advisory vote regarding annual reporting on anti-harassment and discrimination efforts. Our board has recommended that our stockholders vote against this stockholder proposal. This stockholder proposal is proposed by the New York State Common Retirement Fund, whose representative, Emily Bogan, is on the line to present the proposal. Ms. Bogan, I would like to invite you to speak. You will have three minutes.

Emily Bogan
Representative, New York State Common Retirement Fund

Good afternoon. On behalf of New York State Comptroller Thomas DiNapoli, Trustee of the New York State Common Retirement Fund, owner of over a million shares of Tesla valued at approximately $1.2 billion, I'm presenting proposal seven on the proxy. The proposal requests a report describing and quantifying the effectiveness and outcomes of company efforts to prevent harassment and discrimination of protected classes of employees, including but not limited to sexual harassment and racial discrimination. Tesla's 2020 diversity, equity, and impact report states, quote, "We insist on equitable practices, not just because it's the right thing to do, but because fair processes allow our team members to bring their whole selves to work. We value and include underrepresentative, underrepresented communities at all levels of our company." End quote.

Meanwhile, there have been multiple news reports, allegations, and lawsuits in recent years concerning gender and race discrimination at Tesla. These include a federal district court recently concluding that there was ample disturbing evidence toward the outcome of a California discrimination trial in October 2021, at which jurors heard that the Tesla factory in Fremont was saturated with racism and that supervisors and Tesla's broader management failed to help. The judge added, "And supervisors even joined in on the abuse." Additionally, the U.S. Equal Employment Opportunity Commission has initiated an open investigation into Tesla for alleged workplace discrimination at its facilities. Finally, after receiving hundreds of Tesla's workers' complaints, the California Department of Fair Employment and Housing is suing the company over allegations of discrimination and harassment of Black employees at a San Francisco Bay Area factory. Shareholders need the information requested for the following reasons.

First, it has been reported that most Tesla workers are subject to mandatory arbitration agreements. Consequently, transparency into the extent of workforce mismanagement is limited. Secondly, civil rights violations within the workplace can result in substantial costs to companies, including fines and penalties, legal costs related to absenteeism, and reduced productivity. Thirdly, a company's failure to properly manage its workforce can damage corporate goodwill, making it more difficult to retain and recruit employees and jeopardize its relationship with its customers and partners. Lastly, a Deloitte Global Executive survey on strategic risk found that the number one risk concern for business executives surveyed from around the world is reputation damage.

For all these reasons, shareholders want increased transparency into the requested data, policy, and practices, so we can better evaluate whether the board is effectively exercising its oversight obligations, these efforts translate into improved performance in managing its workforce and reputation, and whether there's alignment between Tesla's stated policies and actions. Thank you for your consideration.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Thank you, Ms. Bogan. The third stockholder proposal is an advisory vote regarding annual report on board diversity. Our board has recommended that our stockholders vote against this stockholder proposal. This stockholder proposal is proposed by Alex Lamb, whose representative, Julia Cederholm from Arjuna Capital, is on the line to present the proposal. Ms. Cederholm, I would like to invite you to speak. You will have three minutes.

Julia Cederholm
Senior Analyst, Sustainability Research and Shareholder Engagement, Arjuna Capital

Good afternoon. My name is Julia Cederholm from investment management firm Arjuna Capital, and I move proposal eight, asking the company to report on policies and practices to improve board diversity. That is, to attain racial and gender representation better aligned to the demographics of its employees and customers. Board diversity efforts are in the best interest of Tesla and its investors. Numerous studies show greater diversity leads to better company performance and increased shareholder value. Regulation has increased as the value of board diversity becomes more evident. At least 12 states have enacted or are considering board diversity requirements, and the Nasdaq requires companies attain at least two diverse directors. More is needed. In a country comprised of 51% women and 42% minorities, current board diversity aspirations fall short.

A board of directors whose diversity is reflective of its employee and customer base is better positioned to outperform. When a board includes diverse members, it can better recognize the unique needs and interests of its stakeholders. That is why 61% of investors believe boards should aim to reflect companies' customer base and broader societies in which they operate, according to a survey by Institutional Shareholder Services. Unfortunately, Tesla's board diversity is disproportionate with its employee base and US demographics. The board remains majority white and majority male, despite a majority minority employee base. The board is made up of 25% racially or ethnically diverse directors, far below its employee base, which is 60% minorities. The board is also made up of only 25% women.

Additionally, Tesla currently faces litigation with California State for failing to deal with allegations of systemic racism and sexism at the automaker. It's crucial Tesla addresses these issues head-on at the highest level of governance, its board of directors. While the company has said it's committed to board diversity, there are no quantitative board diversity goals. Such goals and transparent reporting are needed to create progress over time and hold the company accountable to its investors, employees, and customers. I urge you to support Proposal 8, requesting Tesla further diversify its board to reflect its employee and customer base. Such action can better position our company to respond to stakeholders' needs and concerns and ultimately improve performance. Thank you for your support of Proposal 8.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Thank you, Ms. Cederholm. The fourth stockholder proposal is an advisory vote report regarding reporting on employee arbitration. Our board has recommended to vote against this stockholder proposal. This stockholder proposal is proposed by Nia Impact Capital, whose representative, Kristin Hull, is here to present the proposal. Dr. Hull, I would like to invite you to speak. You will have three minutes.

Kristin Hull
Founder and CEO, Nia Impact Capital

Hello, I'm Dr. Kristin Hull, founder and CEO at Nia Impact Capital. On behalf of Nia and our co-filers, I formally move proposal number 9. As an investor, I'm here today, like many of you, because we believe in the strength of this company to lead in the transition to the next sustainable economy. This resolution requests that Tesla's board of directors oversee the preparation of a report on the use of mandatory arbitration for resolving disputes between workers and the company. Your yes vote today will impact Tesla for the better, and here's why. Significant concerns have been raised about the persistence of racism and racist actions at Tesla.

There have been many recent discrimination claims, including California Department of Fair Employment and Housing, which alleges that hundreds of Black Tesla employees have been discriminated against in job assignments, with disciplinary actions, with regard to pay, and being passed up for promotions. Allegations also include the use of racial slurs and racist graffiti. Also troubling may be a culture of retaliation, where employees who have raised these issues with management and HR have claimed being retaliated against. Given the grave allegations, it's time that investors get a look under the hood or the frunk as it would be with Tesla. When disputes are handled via arbitration, the underlying facts and outcomes of the cases often remain secret, preventing other employees from learning about, and taking action on shared concerns. Arbitration precludes employees from suing in court, and it blocks class actions, allowing pervasive discrimination to continue.

Stated simply, arbitration of employee claims may allow bad corporate behavior to continue hidden from other employees and from investors. Bias, discrimination, and harassment in the workplace create uncompensated risks both for investors and, as it seems to be, invite legal, brand, and financial risks for our company, Tesla. In this day and age, we know strong human capital management is essential. Recruiting, hiring, and training an employee and then treating them in a way that inhibits their top performance, even preventing them from doing their job well, it doesn't make moral or financial sense. Tesla is known, as we all know, for its innovation and its leadership in technology, and now Tesla needs to rev up to solve this grave human capital issue. Tesla will need a smart, well-run, loyal, and devoted workforce and, of course, loyal customer base to stay ahead.

Frankly, racism has no place in a business seeking to lead our future. We at Nia ask again that the board evaluate the effects and the impact of arbitration on Tesla's brand, on its employees, and on its workplace culture. Thank you.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Thank you, Dr. Hull. The fifth stockholder proposal is an advisory vote regarding reporting on lobbying. Our board has recommended that our stockholders vote against this stockholder proposal. This stockholder proposal is proposed by the Nathan Cummings Foundation, whose representative, Laura Campos, is on the line to present the proposal. Ms. Campos, I would like to invite you to speak. You will have three minutes.

Laura Campos
Senior Director of Economic Justice, Nathan Cummings Foundation

Good evening. I'm Laura Campos. I am the director of the Corporate and Political Accountability Program at the Nathan Cummings Foundation. I'm participating in Tesla's annual meeting to move proposal number 10 on behalf of the foundation and its co-filer, Green Century. Proposal 10 requests that Tesla's board of directors evaluate and report on Tesla's direct and indirect lobbying and policy influence activities and how those activities align with the goal of limiting global warming to 1.5 degrees Celsius. The proposal also seeks information on plans to mitigate risks presented by any misalignment that might be found. Here are just a few of the reasons we categorically disagree with the board's assertion that Tesla does not need to evaluate and report on its lobbying and policy influence activities.

Unlike most other companies of its size and influence, Tesla does not appear to have strong governance mechanisms in place to ensure its political activities, including lobbying expenditures, support its business model and its mission to accelerate the world's transition to sustainable energy. In fact, the company earned an abysmal zero points out of a possible 70 on the most recent CPA-Zicklin Index of Corporate Political Disclosure and Accountability. Tesla contends that a simple online search provides the information sought in this proposal. That is incorrect. To our knowledge, the only information Tesla discloses is found in its quarterly lobbying activity report, which all active registrants are required to file.

These reports do not enable investors or the public to determine whether a company is taking a stance for or against a particular bill. Furthermore, this reporting does not reveal whether Tesla's advocacy is aligned with the Paris Agreement, and it fails to shed any light at all on indirect lobbying. Tesla's message to investors when it comes to its political activities appears to be, "Just trust us. We're the good guys." That's simply not sufficient for a public company. Peers like GM and Ford have substantially more disclosure in this area. What's more, public statements by Tesla's CEO raise real questions about Tesla's actual stance on legislation intended to support the world's transition to sustainable energy.

For instance, in a 2021 The Wall Street Journal interview, Tesla's CEO expressed a lack of support for the Build Back Better Act, a centerpiece of the Biden administration's efforts to address climate change. In a statement indicative of the need for stronger governance mechanisms when it comes to political activities and lobbying, Tesla's CEO noted that, quote, "No one at Tesla has actually brought up whether they care about this bill or not. We don't think about it at all, really." End quote. Completing the requested evaluation would ensure that someone at Tesla is thinking about the company's stance on critical pieces of major legislation that impact not just the transition to sustainable energy-

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Ms. Campos, the three minutes have passed.

Laura Campos
Senior Director of Economic Justice, Nathan Cummings Foundation

Thank you.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Thank you very much. The sixth stockholder proposal is an advisory vote regarding the adoption of freedom of association and collective bargaining policy. Our board has recommended that our stockholders vote against this stockholder proposal. The stockholder proposal is proposed by Christine Pauly, who has prepared a pre-recorded message.

Christine Pauly
Shareholder, Tesla, Inc.

Hello, shareholders, members of the board. My name is Christine Pauly. With support of the Shareholder Association for Research and Education and co-filers at Domini Impact Investments and SOC Investment Group, I wish to advance number 11 on Tesla's proxy statement, urging adoption of a policy to respect rights to freedom of association and collective bargaining in the company's operations. These rights can enhance shareholder value through improving health and safety, encouraging training and skills development, increasing productivity, promoting diversity, equity, and inclusion, and strengthening human rights due diligence.

Yet in the face of public allegations of Tesla interfering in unionization efforts, a National Labor Relations Board ruling concluding that Tesla intimidated, threatened, and retaliated against employees to prevent their organizing, and the CEO's history of public comments on this topic, to aid informed investment decisions, investors require clarity on Tesla's approach to these fundamental labor rights and management of related risks. The board's response is cause for shareholder concern. Although the board states its commitment to human rights, Tesla's human rights policy omits mention of freedom of association or collective bargaining. The board points to Tesla's supplier code of conduct, which does include respecting the rights of workers to form and join trade unions. In fact, this policy does not apply to operations, creating a double standard.

The NLRB's findings already mentioned challenge the board's claim that the company complies with all applicable laws, and often local laws fail to adequately protect these rights. Tesla's peers, including Ford, General Motors, and Goodyear, explicitly reference freedom of association in their human rights policies, which do apply to operations. Even non-unionized peers, including Toyota, Volkswagen, and BMW, have statements that respect rights of freedom of association or collective bargaining that apparently apply to operations. Tesla's governance gap on freedom of association and collective bargaining represents material, reputational, regulatory, legal, and operational risk and creates workforce uncertainty. In the post-pandemic context of workforce organizing efforts at other major companies and growing interest in unionization, an explicit commitment to freedom of association and collective bargaining is essential.

We urge the board to clarify the company's policies and practices to respect rights to freedom of association and collective bargaining in its operations. Fellow shareholders, I urge you to vote for this proposal. Thank you.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Thank you, Ms. Pauly. The seventh stockholder proposal is an advisory vote regarding additional reporting on child labor. Our board has recommended that our stockholders vote against this stockholder proposal. The stockholder proposal is proposed by the Sisters of the Good Shepherd, whose representative, Sister Winifred Doherty, is on the line to present the proposal. Sister Doherty, I would like to invite you to speak. You will have three minutes.

Winifred Doherty
NGO Representative to the UN, Congregation of Our Lady of Charity of the Good Shepherd

The quest for clean energy, while admirable, overtly perpetuates violations of children's human rights, especially with regard to child labor. Good evening, and thank you for this opportunity. My name is Winifred Doherty, and I am representing the Sisters of the Good Shepherd, New York Province, which is a Tesla shareholder and the lead filer of this proposal, requesting Tesla issue a public report and how it will eradicate child labor in its factory supply chain by 2025. I hereby move proposal 12 and encourage your support for this proposal. I ask. This ask is supported by the New York State Common Retirement Fund and international rights advocates. The Sisters of the Good Shepherd support the education and sustainable development of children and their families in cobalt mining communities in the Democratic Republic of Congo.

Good Shepherd mission partners have witnessed firsthand the harms on the health, development, and education of children who are exploited by child labor and cheap labor, and often enticed to work by a few coins. The harsh working conditions, lack of safety standards, and reports of abuse place every child at risk. Poverty, injury, and in some cases even death is a daily reality. Article 32 of the Rights of the Child states that the child has the right to be protected from economic exploitation and from performing any work that is likely to be hazardous to or interfere with the child's education, or to be harmful to the child's health or physical, mental, spiritual, moral, or social development.

Despite Tesla's claim that no child labor has been detected in its EV battery supply chains, the company faces a class action lawsuit for allegedly aiding and abetting in the death and serious injury of children who claim they were working in cobalt mines in their supply chains. As stated in the resolution, child labor in the cobalt mining supply chain exposes Tesla and you, its investors, to financial, legal, and reputational risks. We demand supplier criteria that are binding, enforceable, and regularly monitored by independent auditors for compliance with international laws prohibiting child labor and with the company's own written policy.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Sister Winifred Doherty, I would like to remind you that three minutes have passed.

Winifred Doherty
NGO Representative to the UN, Congregation of Our Lady of Charity of the Good Shepherd

Thank you.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Thank you, Sister Winifred Doherty. The final and the eighth stockholder proposal is an advisory vote regarding reporting on water risk. Our board has recommended to vote against this stockholder proposal. This stockholder proposal is proposed by JZD Investments, whose representative, Elizabeth Levy, from As You Sow, is on the line to present the proposal. Ms. Levy, I would like to invite you to speak. You will have three minutes.

Elizabeth Levy
Biodiversity Program Coordinator, As You Sow

Good afternoon, Chairman, members of the board. My name is Elizabeth Levy. Thank you for the opportunity to present proposal number 13. Climate change is causing more intense droughts globally, and those droughts are predicted to worsen. This climate change-related water scarcity poses material risks to our company. Large water-reliant manufacturing plants, including our company's, are facing increasing competition from high-value uses such as drinking water and agriculture, among others. This competition for water resources will only become stronger. Tesla's automotive manufacturing uses significant amounts of water. Many of Tesla's plants operate in water-stressed areas where our company's water use has generated public and ongoing controversy. Tesla's supply chains are also increasingly subject to water risk. While Tesla has provided information on global water efficiency and is exploring ways to reduce water consumption, shareholders have no meaningful way to put these actions into context.

Generalized company-wide water use data does not address the issue of location-based risk. Each location in which Tesla operates is unique in its water risk. Every region has different levels of water strain and scarcity, use, and competition. Without site-specific use information, investors cannot accurately assess material risk. Such risks include the potential for operational disruptions due to climate-related water depletion, overconsumption, or competition. The company also fails to address how it can reduce the contentiousness of its interactions with communities in water-constrained areas, which increasingly poses reputational risk to the company. Disclosing water use information will increase public goodwill and will provide investors with the data necessary to assess water-related risk. This is not a choice between making good vehicles and providing the requested data. As one of the top ten valued companies globally, Tesla has the resources and the know-how to do both. Thank you.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Thank you, Ms. Levy. Please note that now is the final opportunity to submit any proxies in order for them to be counted. I declare that the polls are now closed. Based on the proxies that we have previously received, I'd like to announce on preliminary basis that our stockholders approve, have approved the recommendation of Tesla board on all agenda items, except item number 2 regarding the reduction of director terms to two years, item 3 regarding elimination of applicable supermajority voting requirements, and item 6 for an advisory vote regarding proxy access. While over 98% and 97% respectively of the shares present and entitled to vote on items 2 and 3 did so, as recommended by the board, unfortunately, less than two-thirds of total outstanding shares, which were required to approve these items, submitted votes for these items.

After the final tabulation is completed, we will formally announce the results of the voting by filing a Form 8-K within four business days of today's meeting. That concludes the official business of today's shareholder meeting, which is now adjourned. We will now move into the company update presentation by Elon Musk. If you're currently joining through the virtual meeting site, please go to tesla.com/2022shareholdermeeting to continue to watch the presentation.

During the course of the following session, we may discuss our business outlook and make other forward-looking statements. Such statements are predictions based on our current expectations. Actual events or results could differ materially due to a number of risks and uncertainties, including those disclosed in our most recent Form 10-Q filing with the SEC. Such forward-looking statements represents our views as of today, should not be relied on thereafter, and we disclaim any obligation to update them after today.

With that, please welcome Elon Musk.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Welcome. Well, I feel welcome. Well, it's great to see everyone here.

James McRitchie
Shareholder Proponent, Tesla, Inc.

Take off your shirt.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah, welcome to Giga Texas. All right, let's see. I'll go over, kind of recount the year. It's been an amazing year. The Tesla team has done amazing work. I have to say, like, one of the things that, 'cause like, what do you enjoy most in life? I really being able to work with a super talented group of people and to create great products and manufacture those products and deliver them to people and make people happy from those products, is that that's the one of the best things in life. I'd just like to say what an honor it is to work with such a talented team at Tesla, and that's the reason we've been able to do all these things.

We're aiming to achieve a 2 million vehicle run rate by the end of the year. This is the best crowd. I love you guys too. Thanks to the hard work of the Tesla team, we've already been able to achieve a 1.5 million unit annualized run rate. Depending on how the rest of this year goes, we I think we might get close to, or we'll get approximately at the 1.5 million mark, and be exiting the year at a 2 million unit run rate. Then also worth noting, just recently in the last few weeks, we made our 3 millionth car.

It's pretty wild to think, like, 10 years ago where things were, you know? 10 years, August 2012, we'd made 2,500 Roadsters and I think maybe couple hundred Model S's-ish. But less than 3,000 cars. 10 years ago, we'd made less than 3,000 cars. Here we stand 10 years later, having made over 3 million. Actually, this is one of the cleanest exponentials I've. You know, it looks like one of those sort of, you know, business plan presentation things that doesn't actually come true, but, you know, you see it in the venture capital business plan situation. But it's actually true. That's the amazing part. Yeah.

Emily Bogan
Representative, New York State Common Retirement Fund

Good move.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah.

Emily Bogan
Representative, New York State Common Retirement Fund

Show the demand.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah. Yeah, we're doing okay on demand.

Emily Bogan
Representative, New York State Common Retirement Fund

Welcome to Texas.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Thank you. So yeah, it's great here. I love California too, to be frank. I wanna be clear, you know.

Boo.

Oh, come on. We got great teams in California, and we got a great team in China, in Shanghai, and a great team in Berlin and Germany and Europe. It's yeah. I thought it's interesting to look at the cumulative profitability since inception. This approximately tracks to sort of seminal pain, actually. This psychic damage with that green curve is approximately correct. It you know it's. I'm just very proud of the fact that we've actually been able to produce more cash than we have spent, and have positive retained earnings and be worth our salt, essentially. That's a really big deal, and it's very hard.

I mean, this is a big deal, and I think it's gonna go up from here. You can see we obviously had some challenges there in 2017. But since then, our free cash flow generation has been very good and trending upwards. This is really before autonomy really kicks in. We have autonomy to some degree, but solving autonomy will really be an amplification of free cash flow to a degree that is... You know, you run the numbers, and it's like, "Wow, can it really be that crazy?" It could be that crazy.

You know, this year, I swear, we got anyone here in the FSD beta program? Sweet. Yeah, no, totally. Okay, well, I thought. All right. I thought you might ask that. Because it's 10.13 we've been working on for a while, and actually, what's sort of happened is we've made some pretty significant architectural improvements. It's really gonna be more than a 10.12- 10.13 release. It might, I don't wanna speak too soon, it might qualify for 10.69. It's gotta earn that, obviously. Can't just throw that out, you know.

It's. There's a lot of improvements and especially in complex left turns. Yeah, we're gonna solve Chuck's turn. Yes. 100%. Absolutely. We, you know, have a lot of respect for valid criticism. And yeah. I think we're at roughly 90% success rate with your turn. So. Yeah, we're almost at 100%. It's looking good. Yeah, so I mean, I'm hopeful. It might be next week. Yeah, two weeks. Yeah. It's working well for me. Yeah. Anyway, team's like working literally seven days a week and making major improvements.

It's really interesting because we're effectively solving an important aspect of artificial intelligence, real world AI for self-driving, which, when you think about it, kind of is what's needed to solve self-driving. Because how is the road system designed? It's designed for a biological neural net and eyes. So naturally, the thing that would therefore work, the silicon analog, is cameras and silicon neural nets. So sort of by accident, we're actually solving an important, and I think very useful, element of artificial intelligence.

I definitely want people out there, you know, talented people who are working on AI to consider working at Tesla, 'cause I think we're solving just a very important part of AI and one that can ultimately save millions of lives and prevent tens of millions of serious injuries by driving just an order of magnitude safer than people. You know, there used to be a time back in the day where we'd have. Yeah, this is super important. So I mean, there used to be a time when we'd have elevator operators, and it was normal to have elevator operators and have, like, a big relay and stuff. But you know, every now and again, you make a mistake and shear somebody in half, so.

Be like, "Oh, okay." Then we went to automated elevators, and you press a button, and you go to your floor, and it just works. That's kind of how it's gonna be in the future with cars. Then we'll have lots of interesting things to say on AI Day at the end of next month, so. I'll leave that to next month, yeah. You know, when we started out here, obviously we were told electric cars were impossible, and even if, really, if you could make a, you know, an electric car with a couple hundred miles range, then nobody would buy it anyway, 'cause people just love gasoline cars.

you know, when we started out, it was dumb to start a car company and then dumb squared to do an electric car company. We were told, "You're just never gonna make money," et cetera. We didn't for a while, but now we have the highest operating margin in the whole industry. Exactly. Tesla is not just a car company. Tesla is many companies in one, and we're as much a software company as we are a hardware company. That's really gonna be obviously essential for the future. Software both in the car and obviously with neural net training, but also software in the factory as well. You can think of the factory as a you know, giant cybernetic collective.

A factory's just an enormous cybernetic collective of humans and machines and software, and the better the software is, the better that cybernetic collective works. I don't think other OEMs think like that. That's what it is. You know, there's a lot of talk of competition among electric vehicles, but really, it's the EVs, electric vehicles, are taking market share from gasoline cars.

Emily Bogan
Representative, New York State Common Retirement Fund

Yeah!

Elon Musk
Co-founder and CEO, Tesla, Inc.

From a Tesla standpoint, we obviously welcome this, and we're very excited to see that the big car companies are embracing electric vehicles. If you were to rewind their press releases to five years ago, that was not the case. They were, you know, not saying nice things about electric vehicles five years ago. Now, I believe almost every major car company in the world has embraced electrification and agrees that it is the right path, and this is really what we set out to do with Tesla. You know, it was not to, like, you know, get maximum market share or anything.

It was really to try to show the auto industry that it was possible to go electric, and that if you made compelling electric cars, people would buy them. That's what's happened, and I think that's really profound.

Emily Bogan
Representative, New York State Common Retirement Fund

Mission accomplished.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah. Also, when our competitors advertise for electric vehicles, every time they do that, our sales go up. It's pretty funny. Yeah. We have open sourced a lot of patents, so they can use our patents for free. We're, you know, helping out, and I think it's sort of a mutual prosperity thing, and it's good. Yeah, Model Y. You don't want, you know, definitely don't want to count chickens until they're hatched. I think we're tracking to have Model Y be the highest selling vehicle by revenue this year, and the highest by unit volume next year. Still a lot of work to do.

Like, these factories don't just magically work. Still a lot of work to do in Berlin and here in Austin to spool up these 2 Gigafactories. We've got different supply chains, so it's always a host of problems. None of the problems are individually all that difficult, but there's like 10,000 of them. The rate of production is, like, how fast can you solve the 10,000 problems, essentially. We're solving them pretty fast, but a lot of work to do. Yeah, we might be able to announce another factory location later this year.

Emily Bogan
Representative, New York State Common Retirement Fund

What continent? Give us a hint. Blurt it out.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Where should we build it? We got a lot of candidates. No, I'm half Canadian, so maybe I should, you know. Yeah. Well, I think, you know, ultimately we'll end up building, I don't know, probably at least 10 or 12 Gigafactories. They will be really Gigafactories, aiming for average output of like 1.5-2 million units per factory, which is enormous. Our Fremont factory in California is already the highest output factory in North America.

Emily Bogan
Representative, New York State Common Retirement Fund

How long before Giga Texas takes the crown?

Elon Musk
Co-founder and CEO, Tesla, Inc.

Well, I think we'll have a friendly competition between Texas, California, Berlin. Shanghai is hard to beat, I have to say. Shanghai is pretty. Our Shanghai team is just awesome, so. They're yeah, anyway. Great team there. With respect to, you know, sometimes we get this sort of, you know, these bogus attacks of, like, EVs are somehow worse than gasoline cars, which is not true. The average life cycle emissions of an EV are dramatically lower than that of a gasoline car. I'm kind of telling you things you already know. You know, every now and again, you think, "Surely this nonsense has been put to bed," but it pops up again.

It's obviously electric cars has dramatically lower CO2 lifetime than any gasoline car. Anyway, that's kind of obvious. Now this is a thing that I think is super cool. If you add up all the energy produced over the last 10 years by Tesla solar panels, it is more energy than was used to manufacture all of our cars and charge all of our cars at Superchargers and at home. This is. I mean, this is like. I mean, the mission of Tesla is to accelerate sustainability, and I think this is really amazing, you know. More energy produced than was used in making the car or charging them over billions of miles.

We're gonna keep obviously increasing our solar activity and vehicles and try to keep these on par. Because the three elements of a sustainable energy future are sustainable energy production, primarily with solar and wind, and then stationary battery packs to store the sustainable energy because wind and solar are intermittent, and then electric transport. If you have those three pillars, you have a fully sustainable future. Yeah, so that's it, yeah. Obviously battery packs are very recyclable. They are. You can think of it like high-grade ore. Do you wanna, you know, crunch up a bunch of rocks or crunch up a battery pack, which is like super high-grade ore. It's a no-brainer to recycle battery packs.

We are already recycling. I should point this out, so for some people wonder what's happening. We're already recycling at over 50 a week in Nevada. Tesla battery recycling is already underway, has been underway, and is scaling up. Now cars are lasting quite a long time, so there's not that many batteries to actually recycle, because you kind of have to typically wait like 12 years or something, like quite a long time before the battery actually is no longer useful, sometimes 15 years. Recycling starts off small, but then it becomes very significant long term. Some factory footage, obviously.

Emily Bogan
Representative, New York State Common Retirement Fund

Go ahead, John. What is 50 packs?

Elon Musk
Co-founder and CEO, Tesla, Inc.

Just 50 packs a week. Yeah, that's what I was saying, like there's actually just not that many packs to recycle because the vast majority of them are still in use.

Emily Bogan
Representative, New York State Common Retirement Fund

What do you mean, Master Plan 3?

Elon Musk
Co-founder and CEO, Tesla, Inc.

Sorry?

Emily Bogan
Representative, New York State Common Retirement Fund

Master Plan 3.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Oh, yes, exactly, Master Plan Part 3. Where is that thing? Master Plan Part 3 is gonna be fundamentally about scaling. Just looking at the overall problem from a global macroeconomic standpoint and saying, what are all the things that are needed to achieve a fully sustainable economy? 'Cause I think a lot of people don't know. Really like what tonnage of lithium, of cathode, anode, separator, electrolyte, electronics, what are all the things that are needed, what are all the things that need to be done in order to transition to a fully sustainable global economy? Which I think, you know, the sooner we do that, the better for the planet.

I think just articulating that and just making it clear that this is absolutely doable, and it is being done, and we just want it to be done as fast as possible. 'Cause I think a lot of times I mean, I meet a lot of people out there who have lost hope. You know, they think it's too late, and they think there's no chance and the Earth is doomed. It's like, it's not doomed. Okay. Yeah. Earth can and will be saved. Yeah. In addition to battery advancements and electronics advancements and AI, we've also done a lot to simplify the structure of cars to make it easier to manufacture. One of the things we've done is create the largest castings that have ever been done.

They're very complex castings. We're able to take 171 pieces of metal and go from 171 pieces to two. In the process, make it lighter, stiffer, with better ride handling, better noise vibration harshness, better sealing against water. It's really better in every way. We're gonna keep enhancing the casting. This is a testament to our materials team and to our a lot of casting technology. Really rethinking the whole way in which a car is made, and it's a gigantic improvement.

We have at this point going from, say, Model S or even Model 3, we're at about 30% of the robots used for Model 3 from a current model line. Yeah. We've also improved the layout of the factory. The factory is sort of close to a single monolithic factory with a very straightforward flow. Fremont, we do a lot in Fremont, but the flow is complex and it's not an easy flow. We're really rethinking the factory and I think the like, the really long-term sustainable advantage of Tesla will be manufacturing. I mentioned this before, but obviously everyone will have electric cars. All manufacturers will have electric cars.

Eventually, it'll probably take longer than they think, but eventually, all cars will be self-driving. The thing that will be hardest to replicate is Tesla's manufacturing technology. This is actually very important for, from a long-term standpoint. You know, it, when thinking about the competitiveness of companies, especially if the companies are technology companies, I recommend looking at where the smartest engineers want to work. Wherever the smartest engineers wanna work, that's gonna be, that technology company is gonna be the one that is likely to succeed. Just like if it's a pro sports team, where are the ace players going? Okay, probably that team will win. We put a lot of effort into ensuring that the best engineers in the world wanna work at Tesla.

Frankly, sometimes Tesla's number one, sometimes SpaceX is number one, but this was just last year. We do actually, for those curious and maybe wanna work at either SpaceX or Tesla, we do allow people to move from one company to the other if they would like. If you wanna spend a bit of time working on electric vehicles, a bit of time spending working on rockets, you can. That's cool. We support that. Yeah. We've also made a lot of improvement with factory safety. I think we believe we now have the best factory safety in the industry. We're excited to have very good safety and getting better, yeah.

A bunch of this is driven by just encouraging people within the factory to submit ideas for safety improvement. We've passed our goal of three suggestions per employee in this year. This really is a game changer for improving safety. Yeah. You don't have to clap after every slide unless you really want to, but. There's a lot of interest in working at Tesla. We had 3 million job applications last year. Sorry? Yeah, it's true. Lot of interest in working at Tesla. Now some people may occasionally have encountered a Supercharger that didn't work, but in general, the uptime of our Superchargers is extremely good.

We just try to make it super smooth, because our Superchargers are always connected, like the car is always connected, our feedback loop for fixing a Supercharger is very quick. Obviously we keep upgrading the Supercharger capability. We're now at version three. We'll start rolling out version four, I don't know, maybe next year. They just get better and better, and you know, who knows. Yeah. Actually, I don't wanna give away the, but let's just say that there's some cool stuff happening on the Supercharging front.

Emily Bogan
Representative, New York State Common Retirement Fund

Alaska.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Alaska, yes. All right. Well, we're basically doubling our Supercharger count every year, so if there isn't a Supercharger in some place that you think is important, it probably will be there soon. We've also made a lot of progress on safety. Our cars are already the safest in the industry. We have the lowest probability of injury of any cars ever tested by the U.S. government. We update this in real time because our cars are connected, this is a big difference. All the other cars, with rare exception, are not connected, so the manufacturers don't really know what happened in a crash.

In the case of Tesla, we are able to look at crashes and see how we can improve the safety and look at the crashes, improve the crash structure. Also, we improve how the seat belts tension and how the airbags deploy. In these updates, if we figure out, oh, there's a slightly better way to deploy the airbags to improve the safety in a crash, we'll actually do an over-the-air update to improve the way that the airbags deploy or the way that the seat belt pre-tensions.

We're now starting to include our Tesla Autopilot AI to be able to see if a crash is about to occur, and if it sees that a crash is about to occur with 99%+ probability, then it will activate the seat belt pre-tensioners and deploy the airbags, as opposed to the vast majority of cars are only able to deploy airbags when the crash is happening. That makes the airbag deployment a lot more violent. If you can anticipate the crash, the airbag deployment can be much better than just impact. Thanks. We're also seeing FSD Beta grow very rapidly.

This is definitely gonna go very exponential in miles driven. We're now at over 40 million miles, and I suspect by the end of this year, we'll be, I don't know, well over 100 million miles. We're still tracking very much to have a widespread deployment of FSD Beta this year in North America. I should say if, basically, FSD Beta will be available to anyone who requests it by the end of this year.

Emily Bogan
Representative, New York State Common Retirement Fund

Bring out the bot.

Elon Musk
Co-founder and CEO, Tesla, Inc.

AI Day part two, I think people were blown away. But that's at the end of next month. We'll leave that. Except it's, there's gonna be a lot of cool stuff. I'm sort of surprised that, you know, people, or at least like analysts out there, are not really understanding the importance of the Optimus robot. My guess is Optimus will be more valuable than the car long term. And in fact, it'll, I think, turn the whole notion of what's an economy on its head. You know, the point at which you have no shortage of labor, you know, an economy is GDP per capita. If you do not have a capita constraint, then the economy just can be arbitrarily huge. Yeah, this is, it's sort of crazy.

Anyway, thank you for voting. Your vote matters, and it's great to have direct contact with individual shareholders, and thank you for voting to support our proposals. The next decade, I wonder how many cars we'll have in 10 years. Ten years ago we had less than 3,000 cars, now we've made 3 million.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

$300 million.

Elon Musk
Co-founder and CEO, Tesla, Inc.

$300 million. I'd say $100 million's pretty doable. Though, yeah. I'd be surprised if it's not over $100 million in 10 years. And then many other products, some of which you've heard about, some of which you have not. Yeah, blurt it out. All right. We've got some questions from the internet that were voted to the top. I'll answer these questions, and then we'll take just questions from the audience, and so one of the questions is: How does Tesla intend to utilize cash in the coming years? Will we increase CapEx, well, I guess you can read the question, share buybacks, dividends, or acquisitions? Well, it's interesting, like Tesla's actually done very few acquisitions.

Apart from the SolarCity acquisition, it was the only really big acquisition we did, and then the next largest would be Tesla Grohmann. Tesla's actually used a remarkably small amount of its equity to do acquisitions compared to other companies. The vast majority of our growth, basically 90% of our growth, has been organic, which I think is actually a really good thing. If we do see interesting companies, you know, we will acquire them. It's quite rare for us to acquire a company. We are interested in companies that are very good at manufacturing automation, software, AI, manufacturing technology in general, that kind of thing. We certainly will increase CapEx.

I mean, we're actually spending CapEx money and R&D money as fast as we can do so without wasting it. This is not a constraint. If we try to spend it any faster, we'd just be wasting money. We're cranking hard on CapEx and R&D. Depending on what our future cash flow looks like, I think a sort of share buyback is possible. I wouldn't want to commit to that, but well, you know, let's just make sure you know that there's not some force majeure event somewhere.

You know, I think we want to make sure we have plenty of capital, and that future cash flow is looking very solid, and the world is relatively stable, and then I think a share buyback is on the table. Yeah. How many factories are necessary to achieve 20 million vehicles? I think probably roughly a dozen. We're aiming for 1.5-2 million units per factory. Now our factory in California, we're just running out of room, so it's hard to get more than maybe 700-800 thousand vehicles a year out of there. But most places we'll be aiming for 1.5-2.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

12 sites or buildings?

Elon Musk
Co-founder and CEO, Tesla, Inc.

A dozen sites. Although we are aiming for giant monolithic buildings. Cybertruck pricing, it was unveiled in 2019, and the reservation was $99, so you know, a lot has changed since then. The specs and the pricing will be different. I, you know, hate to sort of give a little bit of bad news, but I think there's no way to sort of have anticipated quite the inflation that we've seen and the various issues. What I can say is that the Cybertruck will be one hell of a product, and it's gonna be like a damn fine machine.

Martin Viecha
VP of Investor Relations, Tesla, Inc.

Yeah.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah. We're on track to be in production middle of next year from this factory. We're installing. We're gonna be installing the production equipment, tooling and all, starting the next couple of months. We'll begin the installation. Aiming to be in volume production middle of next year. Now, what could possibly go wrong in answering this question? Oh, man. All right. I should just pass. Well, let me just say that, you know, I hope for peace and respect. Fair enough. Yeah. Yeah, good advice. We're deploying Superchargers wherever we see the greatest need. Now sometimes the greatest need is in some place that is extremely difficult to get permits.

Like getting a permit in Malibu was nuts. Like it was next level. That took years. Some places are hard to get permits, and some places are easier. We are aiming to just generally. We analyze the Supercharger usage every day, and we prioritize Supercharger locations according to where we see the greatest need. With respect. Sorry, what? Well, you know, maybe we should do an online poll for where is it, where should we put Superchargers? Yeah. Yeah, that's a good. Okay, we'll do that.

I mean, with respect to amenities with Superchargers, I think we'll do a couple of just fun things, like we're gonna do a really fun Supercharger location in LA, and the general vision is to have something that's like a futuristic kinda like diner, sort of like, I don't know.

Speaker 16

Jetson.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Blade Runner meets Grease meets The Jetsons, yeah. Yeah, something cool, different, and but with some style and where you can, you know, get, you know, so some great food. The one in L.A., we're planning to have, like, these big screens at the Supercharger location, and the screens will be aiming to show, like, the 100 greatest movie clips of all time. You can like, you know, have a cheeseburger, and charge your car, and watch some cool stuff on the screen. It'll be open to others who are not. You know, you can come to the restaurant if, even if you don't own a Tesla. It'll be like a little gem, I think, there in L.A.

then depending on how that goes, we'll, you know, we might roll that out to a few other places. We'll try to do interesting, fun things that are not necessarily economically sensible, but they're cool.

Speaker 16

Save a spot for me.

Elon Musk
Co-founder and CEO, Tesla, Inc.

4680, this is not an easy one to answer. We are making a decent number every week, and I think we will be in high volume production by the end of this year. It's always difficult to predict. This is 'cause a lot of new technology, what's the slope of the S-curve on-ramp? Except that I'm confident we will get to the, you know, the high production rate, but it's probably end of this year before we get confidently to a high production rate. But this does not affect our vehicle output. We actually have enough battery cell supply from suppliers to make 1.5 million cars this year. It's not a constraint on output.

It is, it will be important for next year. New Master Plan is not yet ready. I don't know, maybe aim to get it done this month. Like I said, it's gonna be just looking at the big picture, what does it take to make Earth fully self-sustaining from an energy standpoint? Yeah, just map it out and say, "This is what needs to be done." Tesla will try to be as useful as possible in this regard, hopefully lots of other companies can join in and help accelerate the sustainable energy revolution. With peak inflation behind us. The inflation question is interesting 'cause we do get a fair bit of insight into where prices of things are going over time.

Because when you're making millions of cars, you have to purchase commodities many months in advance of when they're needed. Like, because it's a very long supply chain with a tremendous amount of inertia, so we sort of have some insight into where prices are headed over time. The interesting thing that we're seeing now is that most of our commodities, most of the things that go into a Tesla, not all, but I don't know, more than half, the prices are trending down in six months, six months from now. Now, this could change, obviously. The trend is down, which suggests that we are past peak inflation. Now making macroeconomic prognostications is, you know, a recipe for disaster.

My guess is that we are past peak inflation, and that we will have a recession. I think it will be a relatively mild recession, sort of. I'm just guessing here. This is total speculation. I would guess it's a you know mild recession for I don't know 18 months or something like that. Would be my best guess right now. You know, we don't have fundamental capital misallocations in the U.S. as we have had in the past, like in leading up to 2008, where we were building primary housing units at twice the rate of household formation, which obviously doesn't make sense. There were a lot of companies that were overleveraged.

The leverage or debt that companies have right now is relatively low. Yeah, I would say probably, you know, mild, moderate recession, maybe 18 months-ish. I think inflation is gonna drop rapidly. That's my guess. I don't know, what do you guys think? Sounds about right?

Emily Bogan
Representative, New York State Common Retirement Fund

Yeah.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Okay, great. All right, cool.

Speaker 15

Yeah, the Tesla robot essentially changing the economy, like how can we base an economy on automation, AI? With the full self-driving that's being implemented, you're gonna have a full fleet of vehicles that can drive themselves. You'll have these robots that can go and get into your vehicle and place things. Will you be moving to a rental model or how will you base a Tesla model on selling cars whenever these cars are fully automated, can drive wherever they would like, and hopefully would be applicable to having multiple people use the vehicle instead of just one person?

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah. It's interesting to think about an autonomous car because, you know, when you drive around, look at how many cars are parked. Like, there are just parking lots full of cars everywhere, because cars need a driver, and so most of the time they're doing nothing. You know, typically a passenger car is gonna be like 12 hours a week or something like that of usage. Now if it's autonomous, maybe it can get to 50 or 60 hours of usage, then that's sort of, you know, four or five-fold improvement in the utility of a car. But the interesting thing is that the car still costs the same. In that scenario, at least for some period of time, the effect of gross margin on an autonomous car is, kind of boggles the mind.

In terms of how the cars will be operated, I mean, I think it would be, you know, just, you'd have the option of owning a car, using a car just occasionally when you need it, like an auto Uber or something like that. An owner of a car could decide that they wanna use their car or they wanna add or subtract it to the fleet. I think it would end up being some kinda combination of like Airbnb and Uber or something like that. You know, sometimes you know you can go all the way from owning it to renting it sometimes to renting it a lot to completely renting it.

The utility of the car will just be mind-blowingly great. Then, like I said, Optimus will really bring the future to now.

Emily Bogan
Representative, New York State Common Retirement Fund

Can you rent Optimus hourly?

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah, maybe. Maybe you could rent Optimus hourly.

Emily Bogan
Representative, New York State Common Retirement Fund

We're gonna preorder it.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah.

Emily Bogan
Representative, New York State Common Retirement Fund

Optimus for a year.

Elon Musk
Co-founder and CEO, Tesla, Inc.

I mean, assuming we get all these things, we do all these things, I think probably Tesla will be the most valuable company in the world. Yeah. All right.

Speaker 16

Elon, hi. We all know how the media treats you. I think.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Well.

Speaker 16

Yeah. I don't have a question for you today. I just wanna say on behalf of my six-year-old at home, Kyler Scott, that's watching right now, who thinks you're awesome as well, thank you for making the world a better place.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Thank you. Thank you.

Emily Bogan
Representative, New York State Common Retirement Fund

Love y'all.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Well, love you guys too. I just wanted to say thank you for helping make it happen. You know, because without you, the early adopters of electric vehicles and sort of Full Self-Driving, Tesla would not be where it is today. Thank you for your support. All right. Sir.

David Guajardo
Stockholder, Private Investor

What a presentation. Thank you, Tesla team. It's an honor to be a stockholder. Elon, I brought you the final checkpoint for SpaceX, a mini moon. Maybe little legs can play with it. My name is David Guajardo. I'm a former Brownsville resident. My first suggestion is to add a new steering mode option where the driver can select lazy mode and have the software accommodate between comfort, standard, and sport modes depending on the speed the car is going. This will increase handling and safety. Second, when disengaging Autopilot with the wheel, the accelerator stays on. Please fix it. Last one. Weeks ago, talking to Mr.

Sam Patel
Representative, Starbase

Sam Patel at Starbase, I told him that the team should add a tab in the SpaceX website and disclose what type of skills and preparation are going to be needed from us to accomplish the greatest adventure ever in human history: going to Mars.

Elon Musk
Co-founder and CEO, Tesla, Inc.

All right, well, thanks for the suggestions. Those are good suggestions. Thank you. All right. Sure.

Speaker 15

Hi. I do actually have a question, but one thing that I want to

Elon Musk
Co-founder and CEO, Tesla, Inc.

Okay

Speaker 15

The ask is, like, people ask you all the questions. What do you think people miss and should be excited way more about, and what do you think people are frightened way too much about and shouldn't be worried at all?

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah, that's a good point. You know, I think actually the questions and ideas posed by retail investors, like small retail investors, like I think many of you in the audience, are actually the most insightful. I find it remarkable that you know, essentially amateur or like normal everyday people actually understand Tesla better than the analysts. I mean, how much you must see this is like. It's like. I mean, think like you know, to really say like well like what's the point of a company. The point of a company is to create useful products and services. You know, a company is not, should not exist in and of itself.

It exists, it's a group of people gathered together to make products and services, and if those products and services are great, it's a valuable and useful company, and if they're not, it's not. Really to understand a company, you must use its products, and if you think the products are great, then it's, well, the company's great. That's it. That's how it is. I think ironically a lot of the people that are sort of professional analysts don't drive Teslas. Like, well, okay, you know. Maybe you should

Speaker 15

We love them. We love them.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah. Cool. I mean, we aim to make Tesla the most amount of fun you can have in a car, you know? Yeah, let's see. I think that there are a lot of really good and insightful ideas that I see on the internet, on Twitter and whatnot. Oh yeah, Twitter.

Speaker 15

Sell, sell. Sell.

Elon Musk
Co-founder and CEO, Tesla, Inc.

I think sometimes people fret a bit too much about short-term things which are clearly just you know just bumps in the road type of thing where there might be a supplier shortage or a you know some shutdown in some part of the world. Really those things are you know are clearly just kind of one-off items and don't really matter for the long term. The sort of trend if like looking at the sort of cumulative output and cumulative miles driven and you can see that cumulative output is a very clean exponential.

You know, I guess sometimes people fret a little bit too much about this quarter or that quarter but, you know, if you're a shareholder, a company is really like the net present value of future cash flows. What does a one quarter matter? It's not really a big deal. I think if you see people panicking, then instead of saying, "Oh man, my stock's gone down," this is a buying opportunity.

Speaker 15

Hi, Elon. Thanks for the meeting. I became a Marine because I wanna help protect your future base on Mars. My friends and I are trained, and we support the mission. Would you be open to this idea?

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah. Space Marines, absolutely. Yeah.

Speaker 15

Hi, Elon. A lot of Tesla's products today focus on electrical energy for sustainable future. Do you foresee Tesla perhaps exploring thermal energy sustainable products other than HVAC? Like, say, for example, in this Gigafactory, taking the residual heat from the Giga Presses and applying them to, say, the drying ovens in your paint line.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah, I think getting dual use of, like, if you use electricity to do something and then it generates heat, and then you're transporting that heat elsewhere within the factory, it's probably a good idea to do that, actually. It is a sort of, I would say, a future optimization, but it is probably something worth doing in the factory, and it is something we do in the car. In the car, we carefully manage the electrical and the thermal energy, and so, like, one of the ways that we achieve a long range in cold weather is by both charging the pack and heating the pack. Then the pack acts as both an electrical and a thermal reservoir to achieve long range even in very cold climates.

We're constantly shuttling within the car heat back and forth between motor driver, motor power electronics pack and the cabin volume. That same concept should be applied to a factory, I agree. Yeah.

Speaker 15

Elon, what's up, man? My name is Justin. Some know me as SMD Capital on Twitter. I had the number one voted question last earnings about scaling to extreme size. I have another big question I think a lot of people would wanna know, in regards to when would Tesla launch their first pilot city for the Tesla network, the Robotaxi business?

Elon Musk
Co-founder and CEO, Tesla, Inc.

Well, you see, I think it's actually gonna be probably much more widespread than that because.

Speaker 15

Yeah

Elon Musk
Co-founder and CEO, Tesla, Inc.

Tesla is developing a general solution for self-driving, and it's not really specific to one city or location. Now, there's different regulatory requirements in various cities and states, so some locations will offer regulatory approval sooner than others. We are aiming for a general solution. In fact, if you created a sort of a randomly generated alternate Earth, our system would still work. Like literally, you know, like if you had some sort of computer-generated Earth, that you know, obeyed roughly the same rules as current Earth, our system is sufficiently generalized that it would work in yeah, a computer-generated alternate Earth. Yeah. Anyway.

Gary Black
Managing Partner, Future Fund

I'm Gary Black, Managing Partner of The Future Fund. Tesla's our largest position. Probably the thing we worry about most, it's not PR, but it's succession. You know, key man risk is a big thing. How does the board think about your succession, and especially when you have, you know, a judge who's gonna decide in a couple months whether or not you have to take over Twitter? How would you split your time?

Elon Musk
Co-founder and CEO, Tesla, Inc.

Well, I think Tesla's definitely gathering a lot of momentum, and we have a very exciting product roadmap that will last a long time. Now obviously execution against that roadmap is difficult because these are not simple products. They're not copies of what anyone else is doing. They're new things. I intend to stay with Tesla as long as I can be useful. You know, I can be most useful, I think, on the product design and manufacturing. Of course, basically factory design, product design, and sort of manufacturing optimization. We do have a very talented team here. I think Tesla, you know, would continue to do very well even if I was kidnapped by aliens.

Went back to my home planet maybe. Yeah. No, I think it's a good question, and to be frank, I don't have an easy answer. Open to ideas. You know, I'm definitely working as hard as I can, and I'm very excited about the future of the company. You know, I think it's got a very bright future, even without me. I'm not leaving, to be clear. You know, I obviously have to be a little careful about what I say about Twitter 'cause you know, there's this like lawsuit and stuff. Sometimes people get bent out of shape.

I do use Twitter a lot, so it's not like I'm like randomly going around wanting to acquire companies or something. I'm not like the hedge fund. I'm not a hedge fund or private equity firm or something. In fact, the only two publicly traded securities I own are Tesla and Twitter. That's it. I think in the case of Twitter, since I use it a lot, shoot myself in the foot a lot, you know, dig my grave, et cetera. You know, I do understand the product quite well, so I think I've got a good sense of where to point the engineering team with Twitter to make it radically better.

I do sort of have a well, a grander vision for what I thought X.com or X Corp. could have been back in the day. It's a pretty grand vision, and obviously that could be started from scratch, or I think Twitter would help accelerate that by 3-5 years. It's kinda like something I thought would be quite useful for a long time. I know what to do. Don't have to have Twitter for that, but it would. It's, like I said, it's probably at least a three-year accelerant, and I think it's something that will be very useful to the world.

Emily Bogan
Representative, New York State Common Retirement Fund

Do it.

Elon Musk
Co-founder and CEO, Tesla, Inc.

So-

Speaker 15

How's it going, Elon? My name's Ronnie. With the projected release of the Robotaxi coming in the years ahead, The Boring Company, would it be used to get regulation for full self-driving, and would it be a good venue for the Robotaxi? Also, my little brother Zayn says hi. Owns all Tesla Hot Wheels.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Okay, cool. Well, I say hi to him back. So yeah, The Boring Company is making good progress actually. You know, for the longest time like, I'd give a talk somewhere, and people would say, "What are opportunities you know about?" I was like, "Tunnels." They'd be like. For five years I said, "If somebody could just do a tunneling company, we can solve traffic, and we can have also very high speed transport between cities." Because while I'm a fan of trains and I like high speed trains, they do intersect the you know, go through towns and neighborhoods and chop people's property in half, and they're very loud. But I wanna be clear, I'm pro-train. Some of those are train people.

You know, I take every opportunity to go on interesting trains. If you have a sort of a much simplified version of the Hyperloop, it's really just Teslas in a tunnel that's depressurized. You can go between cities super fast, and without disrupting the stuff above ground. That's kinda the vision for The Boring Company is to make roads 3D and have sort of an arbitrary number of layers of roads. I think you can solve essentially any traffic problem in any city if you go 3D with tunnels. Multiple layers of tunnels going from connecting the city.

You can also turn a lot of the streets into parks 'cause you won't need them. You won't need to have cars on the roads, and you won't need parking. I think The Boring Company is capable of much more transformation than it may seem. We actually have an operational tunnel in Vegas right now. Yeah, if you go to Vegas, go to Resorts World, and you can hop in the tunnel and go to the convention center and like. Yeah. You can pay in Doge. Exactly. I'm doing what I can to support Doge. But yeah, I think The Boring Company's gonna do some pretty interesting things in the years to come. Let's see.

Speaker 16

Good afternoon, Elon. I think many people share my experience. I gave you, and or at least Tesla, my complete family's legacy because I believed in it, and thank you for you and your company outperforming. I think you saved a lot of us. Thank you.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah. Okay.

Speaker 15

My question is this. Commercial aircraft have something called ACAS, where aircraft relay telemetry of their position between one another to prevent a collision.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Yeah, sometimes too much telemetry.

Speaker 15

Yeah. Thank you. Taking this to a higher level, do you see Teslas communicating with one another, and Dojo turning into some kind of ultimate air traffic control for Tesla supply chains and Robotaxi? Thank you.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Actually, that's an interesting idea. I haven't thought about that. I mean, right now our goal with Dojo is just to be really good at video training. We actually already have, I think, maybe the fourth and maybe approaching the third most powerful computing center in the world for AI training. Yeah, I think it might be third at this point. Which obviously uses just an enormous number of GPUs and stuff. Our first goal with Dojo is to make it competitive and be more effective at neural net training than a whole bunch of GPUs. We might, you know, might get there soon-ish. Then of course it can be used for many other neural net training tasks.

It's a computer designed from the ground up to be optimized for neural net training, which really no computer has. No, that's never been done before. Then maybe it'll do just traffic control. I haven't really thought of that. The Teslas probably there'll be some merits to communicating, for Teslas to communicate to each other, but that won't be needed for full self-driving at all. For a long time, the vast majority of the cars on the road will be manually driven. The value of Tesla-to-Tesla communication is not that high, except for perhaps communicating traffic issues or, you know, accidents, potholes, things that may be helpful to or road closures and that kind of thing.

It's like you're getting real-time, a Tesla ahead of you has seen a road closure, and you get that real-time updated to your car, so you don't get stuck in the road closure situation. That's the kind of stuff that I think we're definitely working on right now. All right.

Kristin Hull
Founder and CEO, Nia Impact Capital

All right, we have one last question. It's yours.

Speaker 16

Thank you very much. Hello, Elon.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Hey.

Speaker 15

Simply, I would just like to say thank you for everything you've done for Earth and the community and everything you've done. I have one question, and aside from working for Tesla, being a shareholder, or purchasing a Tesla, how can the masses help push your vision?

Elon Musk
Co-founder and CEO, Tesla, Inc.

All right. Well, I think just generally, you know, encouraging sustainable energy and being supportive of that I think is really helpful. I say, you're doing great so far. You know, like I said, without your support, Tesla wouldn't be where it is. It's people like yourself and everyone in this room and out there, and the 3 million people who've bought our cars, and the millions who've gotten solar, you know, that all really helps, you know, make the world a better place for the future. I'd say, like, definitely, like, I'd like to sort of convey a message of optimism about the future.

Like, if we work, you know, really hard to accelerate sustainable energy, sustainable transport, the future will be good. You know? I think just make sure people know that. Like, I'm not suggesting complacency at all. I'm literally saying if we work hard towards a sustainable future, we will achieve it. The future is bright, so.

Speaker 16

Thank you very much.

Elon Musk
Co-founder and CEO, Tesla, Inc.

Thank you.

Speaker 16

Thanks very much, Elon.

Elon Musk
Co-founder and CEO, Tesla, Inc.

All right, thanks, guys. Thank you. All right.

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