Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TSLA | ||
Entity Registrant Name | Tesla, Inc. | ||
Entity Central Index Key | 1,318,605 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 161,670,428 | ||
Entity Public Float | $ 24,663,024,104 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 3,393,216 | $ 1,196,908 |
Restricted cash | 105,519 | 22,628 |
Accounts receivable, net | 499,142 | 168,965 |
Inventory | 2,067,454 | 1,277,838 |
Prepaid expenses and other current assets | 194,465 | 115,667 |
Total current assets | 6,259,796 | 2,782,006 |
Operating lease net | 3,134,080 | 1,791,403 |
Property, plant and equipment, net | 5,982,957 | 3,403,334 |
Intangible assets, net | 376,145 | 12,816 |
MyPower customer notes receivable, net of current portion | 506,302 | |
Restricted cash, net of current portion | 268,165 | 31,522 |
Other assets | 216,751 | 46,858 |
Total assets | 22,664,076 | 8,067,939 |
Current liabilities | ||
Accounts payable | 1,860,341 | 916,148 |
Accrued liabilities and other | 1,210,028 | 422,798 |
Deferred revenue | 763,126 | 423,961 |
Resale value guarantees | 179,504 | 136,831 |
Customer deposits | 663,859 | 283,370 |
Current portion of long-term debt and capital leases | 984,211 | 627,927 |
Total current liabilities | 5,827,005 | 2,811,035 |
Long-term debt and capital leases, net of current portion | 5,860,049 | 2,021,093 |
Convertible senior notes issued to related parties | 10,287 | |
Deferred revenue, net of current portion | 851,790 | 446,105 |
Resale value guarantees, net of current portion | 2,210,423 | 1,293,741 |
Other long-term liabilities | 1,891,449 | 364,976 |
Total liabilities | 16,750,167 | 6,936,950 |
Commitments and contingencies (Note 17) | ||
Redeemable noncontrolling interests in subsidiaries | 367,039 | |
Convertible senior notes (Notes 13) | 8,784 | 47,285 |
Stockholders' equity: | ||
Preferred stock; $0.001 par value; 100,000 shares authorized; no shares issued and outstanding | ||
Common stock; $0.001 par value; 2,000,000 shares authorized as of December 31, 2016 and 2015; 161,561 and 131,425 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 161 | 131 |
Additional paid-in capital | 7,773,727 | 3,409,452 |
Accumulated other comprehensive loss | (23,740) | (3,556) |
Accumulated deficit | (2,997,237) | (2,322,323) |
Total stockholders' equity | 4,752,911 | 1,083,704 |
Noncontrolling interests in subsidiaries | 785,175 | |
Total liabilities and equity | 22,664,076 | $ 8,067,939 |
Solar Energy Systems [Member] | ||
Current assets | ||
Operating lease net | 5,919,880 | |
Solar Bonds [Member] | ||
Current liabilities | ||
Current portion of solar bonds issued to related parties | 165,936 | |
Solar bonds issued to related parties, net of current portion | $ 99,164 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 100,000,000 | 100,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock shares issued | 161,561,000 | 131,425,000 |
Common stock shares outstanding | 161,561,000 | 131,425,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | |||
Automotive | $ 5,589,007 | $ 3,431,587 | $ 2,874,448 |
Automotive leasing | 761,759 | 309,386 | 132,564 |
Total automotive revenue | 6,350,766 | 3,740,973 | 3,007,012 |
Energy generation and storage | 181,394 | 14,477 | 4,208 |
Services and other | 467,972 | 290,575 | 187,136 |
Total revenues | 7,000,132 | 4,046,025 | 3,198,356 |
Cost of revenues | |||
Automotive | 4,268,087 | 2,639,926 | 2,058,344 |
Automotive leasing | 481,994 | 183,376 | 87,405 |
Total automotive cost of revenues | 4,750,081 | 2,823,302 | 2,145,749 |
Energy generation and storage | 178,332 | 12,287 | 4,005 |
Services and other | 472,462 | 286,933 | 166,931 |
Total cost of revenues | 5,400,875 | 3,122,522 | 2,316,685 |
Gross profit | 1,599,257 | 923,503 | 881,671 |
Operating expenses | |||
Research and development | 834,408 | 717,900 | 464,700 |
Selling, general and administrative | 1,432,189 | 922,232 | 603,660 |
Total operating expenses | 2,266,597 | 1,640,132 | 1,068,360 |
Loss from operations | (667,340) | (716,629) | (186,689) |
Interest income | 8,530 | 1,508 | 1,126 |
Interest expense | (198,810) | (118,851) | (100,886) |
Other income (expense), net | 111,272 | (41,652) | 1,813 |
Loss before income taxes | (746,348) | (875,624) | (284,636) |
Provision for income taxes | 26,698 | 13,039 | 9,404 |
Net loss | (773,046) | (888,663) | (294,040) |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (98,132) | ||
Net loss attributable to common stockholders | $ (674,914) | $ (888,663) | $ (294,040) |
Net loss per share of common stock attributable to common stockholders, basic and diluted | $ (4.68) | $ (6.93) | $ (2.36) |
Weighted average shares used in computing net loss per share of common stock, basic and diluted | 144,212 | 128,202 | 124,539 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss attributable to common stockholders | $ (674,914) | $ (888,663) | $ (294,040) |
Other comprehensive gain (loss), net of tax: | |||
Change in net unrealized gain (loss) | 43,220 | 7,443 | |
Less: Reclassification adjustment for net (gains) losses into net loss | (44,904) | 22 | (22) |
Net unrealized gain (loss) on derivatives and short-term marketable securities | (1,684) | 7,465 | (22) |
Foreign currency translation adjustment | (18,500) | (10,999) | |
Other comprehensive loss | (20,184) | (3,534) | (22) |
Comprehensive loss | $ (695,098) | $ (892,197) | $ (294,062) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interests [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total Stockholder's Equity [Member] | Noncontrolling Interests in Subsidiaries [Member] |
Balance at Dec. 31, 2013 | $ 667,120 | $ 123 | $ 1,806,617 | $ (1,139,620) | $ 667,120 | |||
Balance, shares at Dec. 31, 2013 | 123,091 | |||||||
Conversion feature of convertible senior notes | 548,603 | 548,603 | 548,603 | |||||
Purchase of bond hedges | (603,428) | (603,428) | (603,428) | |||||
Sales of warrant | 389,160 | 389,160 | 389,160 | |||||
Reclass from equity to mezzanine equity | (58,199) | (58,199) | (58,199) | |||||
Common stock issued, net of shares withheld for employee taxes | 100,437 | $ 3 | 100,434 | 100,437 | ||||
Common stock issued, net of shares withheld for employee taxes, Shares | 2,597 | |||||||
Stock-based compensation | 162,079 | 162,079 | 162,079 | |||||
Net loss | (294,040) | (294,040) | (294,040) | |||||
Other comprehensive loss | (22) | $ (22) | (22) | |||||
Balance at Dec. 31, 2014 | 911,710 | $ 126 | 2,345,266 | (1,433,660) | (22) | 911,710 | ||
Balance, shares at Dec. 31, 2014 | 125,688 | |||||||
Reclass from mezzanine equity to equity for 2018 Notes | 10,910 | 10,910 | 10,910 | |||||
Common stock issued, net of shares withheld for employee taxes | 106,535 | $ 2 | 106,533 | 106,535 | ||||
Common stock issued, net of shares withheld for employee taxes, Shares | 2,637 | |||||||
Issuance of common stock public offering | 738,408 | $ 3 | 738,405 | 738,408 | ||||
Issuance of common stock public offering, shares | 3,099 | |||||||
Stock-based compensation | 208,338 | 208,338 | 208,338 | |||||
Net loss | (888,663) | (888,663) | (888,663) | |||||
Other comprehensive loss | (3,534) | (3,534) | (3,534) | |||||
Balance at Dec. 31, 2015 | 1,083,704 | $ 131 | 3,409,452 | (2,322,323) | (3,556) | 1,083,704 | ||
Balance, shares at Dec. 31, 2015 | 131,425 | |||||||
Reclass from mezzanine equity to equity for 2018 Notes | 38,501 | 38,501 | 38,501 | |||||
Exercise of conversion feature of convertible senior notes due 2018 | (15,056) | (15,056) | (15,056) | |||||
Common stock issued, net of shares withheld for employee taxes | 163,828 | $ 11 | 163,817 | 163,828 | ||||
Common stock issued, net of shares withheld for employee taxes, Shares | 11,096 | |||||||
Issuance of common stock public offering | 1,687,147 | $ 8 | 1,687,139 | 1,687,147 | ||||
Issuance of common stock public offering, shares | 7,915 | |||||||
Issuance of common stock upon acquisition ofSolarCity and assumed awards | 2,145,988 | $ 11 | 2,145,977 | 2,145,988 | ||||
Issuance of common stock upon acquisition ofSolarCity and assumed awards, shares | 11,125 | |||||||
Stock-based compensation | 347,357 | 347,357 | 347,357 | |||||
Assumption of capped call | (3,460) | (3,460) | (3,460) | |||||
Assumption of noncontrolling interests through acquisition | 1,066,517 | $ 315,943 | $ 750,574 | |||||
Contributions from noncontrolling interests through acquisition | 201,527 | 100,996 | 100,531 | |||||
Distributions to noncontrolling interests through acquisition | (17,698) | (7,137) | (10,561) | |||||
Net loss | (773,046) | (42,763) | (674,914) | (674,914) | (55,369) | |||
Other comprehensive loss | (20,184) | (20,184) | (20,184) | |||||
Balance at Dec. 31, 2016 | 4,752,911 | |||||||
Balance, shares at Dec. 31, 2016 | 161,561 | |||||||
Balance at Dec. 31, 2016 | $ 5,905,125 | $ 367,039 | $ 161 | $ 7,773,727 | $ (2,997,237) | $ (23,740) | $ 4,752,911 | $ 785,175 |
Consolidated Statements of Red7
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Stockholders Equity [Abstract] | ||
Common stock issued, per share | $ 215 | $ 242 |
Common stock secondary public offering issuance costs | $ 14,595 | $ 11,122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows From Operating Activities | |||
Net loss | $ (773,046) | $ (888,663) | $ (294,040) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 947,099 | 422,590 | 231,931 |
Stock-based compensation | 334,225 | 197,999 | 156,496 |
Amortization of discount on convertible debt | 87,286 | 72,063 | 69,734 |
Inventory write-downs | 65,520 | 44,940 | 15,609 |
Loss on disposal of property and equipment | 34,633 | 37,723 | 14,178 |
Foreign currency transaction (gain) loss | (29,183) | 55,765 | (1,891) |
Gain on the acquisition of SolarCity | (88,727) | ||
Non-cash interest and other operating activities | (7,775) | 26,373 | 7,471 |
Changes in operating assets and liabilities, net of effect of business combinations | |||
Accounts receivable | (216,565) | 46,267 | (183,658) |
Inventories and operating lease vehicles | (2,465,703) | (1,573,860) | (1,050,264) |
Prepaid expenses and other current assets | 56,806 | (29,595) | (60,637) |
MyPower notes receivable | 3,468 | ||
Other assets | (52,821) | (24,362) | (4,493) |
Accounts payable and accrued liabilities | 750,640 | 263,345 | 414,856 |
Deferred revenue | 382,962 | 322,203 | 209,681 |
Customer deposits | 388,361 | 36,721 | 106,230 |
Resale value guarantee | 326,934 | 442,295 | 249,492 |
Other long-term liabilities | 132,057 | 23,697 | 61,968 |
Net cash used in operating activities | (123,829) | (524,499) | (57,337) |
Cash Flows From Investing Activities | |||
Purchases of property and equipment excluding capital leases, net of sales | (1,280,802) | (1,634,850) | (969,885) |
Purchase of solar energy system, leased to be leased | (159,669) | ||
Purchases of short-term investments and marketable securities | (205,841) | ||
Maturities of short-term marketable securities | 16,667 | 189,131 | |
Increase in other restricted cash | (206,149) | (26,441) | (3,849) |
Cash acquired through (used in) business combinations | 213,523 | (12,260) | |
Net cash used in investing activities | (1,416,430) | (1,673,551) | (990,444) |
Cash Flows From Financing Activities | |||
Proceeds from issuance of common stock in public offering | 1,701,734 | 730,000 | |
Proceeds from issuance of convertible and other debt | 2,852,964 | 318,972 | 2,300,000 |
Repayments of convertible and other debt | (1,857,594) | ||
Collateralized lease borrowing | 769,709 | 568,745 | 3,271 |
Proceeds from exercise of stock options and other stock issuances | 163,817 | 106,611 | 100,455 |
Principal payments on capital leases | (46,889) | (203,780) | (11,179) |
Common stock and debt issuance costs | (20,042) | (17,025) | (35,149) |
Proceeds from issuance of warrants | 389,160 | ||
Proceeds from issuance of common stock in private placement | 20,000 | ||
Purchase of convertible note hedges | (603,428) | ||
Proceeds from investment by noncontrolling interests in subsidiaries | 201,527 | ||
Distributions paid to noncontrolling interests in subsidiaries | (21,250) | ||
Net cash provided by financing activities | 3,743,976 | 1,523,523 | 2,143,130 |
Effect of exchange rate changes on cash and cash equivalents | (7,409) | (34,278) | (35,525) |
Net increase (decrease) in cash and cash equivalents | 2,196,308 | (708,805) | 1,059,824 |
Cash and cash equivalents at beginning of year | 1,196,908 | 1,905,713 | 845,889 |
Cash and cash equivalents at end of year | 3,393,216 | 1,196,908 | 1,905,713 |
Supplemental noncash investing activities | |||
Shares issued in connection of business combination and assumed vested awards | 2,145,977 | ||
Acquisition of property and equipment included in accounts payable and accrued liabilities | 663,771 | 267,334 | 254,393 |
Estimated fair value of facilities under build-to-suit lease | 307,879 | 174,749 | 50,076 |
Supplemental Disclosures | |||
Cash paid during the period for interest | 38,693 | 32,060 | 20,539 |
Cash paid during the period for taxes, net of refunds | $ 16,385 | $ 9,461 | $ 3,120 |
Overview of the Company
Overview of the Company | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Overview of the Company | Note 1 - Overview of the Company Tesla, Inc. (“Tesla”, the “Company”, “we”, “us” or “our”) was incorporated in the state of Delaware on July 1, 2003. We design, develop, manufacture and sell high-performance fully electric vehicles and energy products. In addition, as a result of our acquisition of SolarCity Corporation (“SolarCity”) on November 21, 2016, we also are engaged in the design, manufacture, installation and sale or lease of solar energy systems to residential and commercial customers, or sale of electricity generated by our solar energy systems to customers. As a result of the acquisition, the Company’s Chief Executive Officer, as the chief operating decision maker (“CODM”), has organized the company, manages resource allocations, and measures performance of the Company’s activities among two segments: (i) automotive and (ii) energy generation and storage. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation and Preparation Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, and reflect the accounts and operations of Company and those of our subsidiaries in which we have a controlling financial interest. In accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 810, Consolidation 3 Acquisitions 18 VIE Arrangements Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in our consolidated financial statements and the accompanying notes. Such reclassifications had no effect on previously reported results of operations or accumulated deficit. Starting in Q4, we have reclassified the revenue and cost of revenue of our energy storage products from ‘services and other’ into ‘energy generation and storage’ for all periods presented. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities and accompanying notes. Estimates are used for, but not limited to, determining the selling price of products and services in multiple element revenue arrangements and determining the amortization period of these elements, the collectability of accounts receivable, inventory valuation, fair value of long-lived assets, fair value of financial instruments, residual value of operating lease vehicles, depreciable lives of property and equipment and solar energy systems, the fair value and residual value of solar energy systems subject to leases, warranty liabilities, income taxes, contingencies, the accrued liability for solar energy system performance guarantees, the determination of lease pass-through financing obligations, the discount rates used to determine the fair value of investment tax credits, income taxes, the valuation of build-to-suit lease assets and the fair value of interest rate swaps, and inputs used to value stock-based compensation. In addition, estimates and assumptions are used for the accounting for business combinations, including the fair value and useful lives of acquired tangible and intangible assets, including solar energy systems, leased and to be leased, the fair value of assumed debt, and the fair value of noncontrolling interests. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Summary of Significant Accounting Policies Revenue Recognition We recognize revenue for products and services when: (i) a persuasive evidence of an arrangement exists; (ii) delivery has occurred and there are no uncertainties regarding customer acceptance; (iii) pricing or fees are fixed or determinable; and (iv) collection is reasonably assured. Automotive Revenue Automotive revenue includes revenues related to deliveries of new vehicles, sales of regulatory credits to other automotive manufacturers, and specific other elements that meet the definition of a deliverable under multiple-element accounting guidance including free access to our Supercharger network, free internet connectivity, and future free over-the-air software updates. These deliverables are valued on a stand-alone basis and we recognize their revenue over our performance period, which is generally the eight-year life of the vehicle, except for internet connectivity which is over the free four year period. If we sell a deliverable separately, we use that pricing to determine its fair value; otherwise, we use third party pricing of similar options, our best estimated selling price by considering costs used to develop and deliver the service, and other information which may be available. As of December 31, 2016, and 2015 we had deferred $291.2 million and $138.2 million related to the purchase of vehicle maintenance and service plans, access to our Supercharger network, internet connectivity, autopilot and over-the-air software updates. At the time of revenue recognition, we record a reserve against revenue for estimated future product returns. Such estimates are based on historical experience and are immaterial in all periods presented. Automotive Leasing Revenue Automotive leasing revenue includes revenue recognized under lease accounting guidance for our direct leasing programs as well as programs with resale value guarantees. See “Resale Value Guarantees and Other Financing Programs” and “Direct Vehicle Leasing Program” for further details. Resale Value Guarantees and Other Financing Programs Vehicle sales to customers with a resale value guarantee We offered resale value guarantees or similar buy-back terms to all customers who purchase vehicles and who financed their vehicle through one of our specified commercial banking partners. Subsequent to June 30, 2016, this program is available only in certain international markets. Under this program, customers have the option of selling their vehicle back to us during the guarantee period for a determined resale value. Guarantee periods generally range from 36 to 39 months. Although we receive full payment for the vehicle sales price at the time of delivery, we are required to account for these transactions as operating leases. The amount of sale proceeds equal to the resale value guarantee is deferred until the guarantee expires or is exercised. The remaining sale proceeds are deferred and recognized on a straight-line basis over the stated guarantee period to automotive leasing revenue. The guarantee period expires at the earlier of the end of the guarantee period or the pay-off of the initial loan. We capitalize the cost of these vehicles on our Consolidated Balance Sheets as operating lease vehicles, net, and depreciate their value, less salvage value, to cost of automotive leasing revenue over the same period. In cases when a customer retains ownership of a vehicle at the end of the guarantee period, the resale value guarantee liability and any remaining deferred revenue balances related to the vehicle are settled to automotive leasing revenue and the net book value of the leased vehicle is expensed to costs of automotive leasing revenue. In cases when customers return the vehicle back to us during the guarantee period, we purchase the vehicle from the customer in an amount equal to the resale value guarantee and settle any remaining deferred balances to automotive leasing revenue and we reclassify the net book value of the vehicle on our balance sheet to pre-owned vehicle inventory. As of December 31, 2016 and December 31, 2015, Vehicle sales to leasing partners with a resale value guarantee We also offer resale value guarantees in connection with automobile sales to certain leasing partners. As we have guaranteed the value of these vehicles and as the vehicles are leased to end-customers, we account for these transactions as interest bearing collateralized borrowings as required under ASC 840 - Leases At the end of the lease term, we settle our liability in cash by either purchasing the vehicle from the leasing partner for the resale value guarantee amount, or paying a shortfall to the guarantee amount the leasing partner may realize on the sale of the vehicle. Any remaining balances within deferred revenue and resale value guarantee will be settled to automotive leasing revenue. In cases where the leasing partner retains ownership of the vehicle after the end of our guarantee period, we expense the net value of the leased vehicle to costs of automotive leasing revenue . The maximum cash we could be required to pay under this program, should we decide to repurchase all vehicles is $ million at December 31, 2016. As of December 31, 2016 and December 31, 2015, we had $ 1.18 billion 527.5 289.1 120.5 respectively. As of , 2016 and December 31, 2015, we had a total of $57.0 million and $33.6 million in account receivables from our leasing partners On a quarterly basis, we assess the estimated market values of vehicles under our resale value guarantee program to determine if we have sustained a loss on any of these contracts. As we accumulate more data related to the resale values of our vehicles or as market conditions change, there may be material changes to their estimated values. Account activity related to our resale value guarantee and similar programs consisted of the following for the periods presented (in thousands): Year ended December 31, 2016 2015 Operating Lease Vehicles Operating lease vehicles—beginning of period $ 1,556,529 $ 684,590 Net increase in operating lease vehicles 1,355,128 1,047,220 Depreciation expense recorded in cost of automotive leasing revenues (255,167 ) (130,355 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee (13,495 ) (21,487 ) Additional depreciation expense recorded in cost of automotive leasing revenues result of expiration (114,264 ) — Increases to inventory from vehicles returned under our trade- in program and exercises of resale value guarantee (66,670 ) (23,439 ) Operating lease vehicles—end of period $ 2,462,061 $ 1,556,529 Deferred Revenue Deferred revenue—beginning of period $ 679,132 $ 381,096 Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term 715,011 553,765 Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue (457,113 ) (229,624 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (5,192 ) (12,352 ) Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee (15,186 ) (13,753 ) Deferred revenue—end of period $ 916,652 $ 679,132 Resale Value Guarantee Resale value guarantee liability—beginning of period $ 1,430,573 $ 487,880 Increase in resale value guarantee 1,267,445 1,013,733 Reclassification from long-term to short-term collateralized borrowing (116,078 ) (29,612 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (16,543 ) (11,042 ) Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises (62,919 ) (30,386 ) Release of resale value guarantee resulting from expiration of resale value guarantee (112,551 ) — Resale value guarantee liability—end of period $ 2,389,927 $ 1,430,573 Direct Vehicle Leasing Program We offer a leasing program in the United States, Canada, the UK and Germany. Qualifying customers are permitted to lease a vehicle directly from Tesla generally for 36 or 48 months. At the end of the lease term, customers have the option of either returning the vehicle to us or purchasing it for a determined residual value. We account for these leasing transactions as operating leases and recognize leasing revenues over the contractual term and record the depreciation of these vehicles to cost of automotive leasing revenues. As of December 31, 2016 and December 31, 2015, we had deferred $67.2 million and $25.8 million of lease-related upfront payments which will be recognized on a straight-line basis over the contractual term of the individual leases. Lease revenues are recorded in automotive leasing revenue and for the years ended December 31, 2016, 2015 and 2014, we recognized $112.7 million and $41.2 million and $4.4 million. Regulatory Credits California and certain other states have laws in place requiring vehicle manufacturers to ensure that a portion of the vehicles delivered for sale in that state during each model year are zero emission vehicles. These laws and regulations provide that a manufacturer of zero emission vehicles may earn regulatory credits (ZEV credits) and may sell excess credits to other manufacturers who apply such credits to comply with these regulatory requirements. Similar regulations exist at the federal level that require compliance related to greenhouse gas emissions and also allow for the sale of excess credits by one manufacturer to other manufacturers. As a manufacturer solely of zero emission vehicles, we have earned emission credits, such as ZEV and GHG credits on vehicles, and we expect to continue to earn these credits in the future. We enter into contractual agreements with third parties to purchase our regulatory credits. We recognize revenue on the sale of these credits at the time legal title to the credits is transferred to the purchasing party as automotive revenue in our Consolidated Statements of Operations. Revenue from the sale of regulatory credits totaled $302.3 million, $168.7 million, and $216.3 million for the years ended December 31, 2016, 2015 and 2014. Additionally, we have entered into agreements with the State of Nevada and Storey County in Nevada that will provide abatements for sales and use taxes, real and personal property taxes, and employer excise taxes, discounts to the base tariff energy rates, and transferable tax credits. These incentives are available for the applicable periods beginning on October 17, 2014 and ending on June 30, 2034, subject to capital investments by Tesla and its partners for Gigafactory 1 of at least $3.5 billion in the aggregate on or before June 30, 2024, and certain other conditions specified in the agreements. If we do not satisfy one or more conditions under the agreement, Tesla will be required to repay to the respective taxing authorities the amounts of the tax incentives incurred, plus interest. As of December 31, 2016, we have earned $45 million of transferable tax credits under these agreements. We record these credits as earned when we have evidence there is a market for their sale. Credits are applied as a cost offset to either employee expense or to capital assets, depending on the source of the credits. Credits earned from employee hires or capital spending by our partners at Gigafactory 1 are recorded as a reduction to operating expenses. Energy Generation and Storage Revenue For solar energy systems and components sales wherein customers pay the full purchase price, either directly or through the Solar Loan program, revenue is recognized when we install a solar energy system and the solar energy system passes inspection by the utility or the authority having jurisdiction, provided all other revenue recognition criteria have been met. In instances where there are multiple deliverables in a single arrangement, we allocate the arrangement consideration to the various elements in the arrangement based on the relative selling price method. Costs incurred on residential installations before the solar energy systems are completed are included in inventories as work in progress in our consolidated balance sheets. However, any fees that are paid or payable by us to a Solar Loan lender would be recognized as an offset against solar energy systems and components sales revenue, in accordance with ASC 605-50, Customer Payments and Incentives For revenue arrangements where we are the lessor under operating lease agreements for solar energy systems, we record lease revenue from minimum lease payments, including upfront rebates and incentives earned from such systems, on a straight-line basis over the life of the lease term, assuming all other revenue recognition criteria are met. For incentives that are earned based on the amount of electricity generated by the system, we record revenue as the amounts are earned. The difference between the payments received and the revenue recognized is recorded as deferred revenue on our Consolidated Balance Sheets. For solar energy systems where customers purchase electricity from us under power purchase agreements, we have determined that these agreements should be accounted for, in substance, as operating leases pursuant to ASC 840. Revenue is recognized based on the amount of electricity delivered at rates specified under the contracts, assuming all other revenue recognition criteria are met. We record as deferred revenue any amounts that are collected from customers, including lease prepayments, in excess of revenue recognized. Deferred revenue also includes the portion of rebates and incentives received from utility companies and various local and state government agencies, which are recognized as revenue over the lease term, as well as the fees charged for remote monitoring service, which is recognized as revenue ratably over the respective customer contract term. As of December 31, 2016, deferred revenue related to such customer payments amounted to $268.2 million. As of December 31, 2016, deferred revenue from rebates and incentives was not material. We capitalize initial direct costs from the origination of solar energy system leases or power purchase agreements (the incremental cost of contract administration, referral fees and sales commissions) as an element of solar energy systems, leased and to be leased – net, and subsequently amortize these costs over the term of the related lease or power purchase agreement. Service and Other Revenue Services and other revenue consists of vehicle repair and maintenance services, vehicle service plans and merchandise, sales of pre-owned Tesla vehicles, sales of electric vehicle powertrain components and systems to other manufacturers, and sales of non-Tesla vehicle trade-ins. Cost of Revenue Automotive Cost of automotive revenues includes direct parts, material and labor costs, manufacturing overhead, including amortized tooling costs, shipping and logistic costs, vehicle internet connectivity costs, allocations of electricity and infrastructure costs related to our Supercharger network, and reserves for estimated warranty expenses. Cost of 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 on-hand inventory that is either obsolete or is in excess of forecasted demand. Automotive Leasing Cost of automotive leasing revenue includes primarily the amortization of operating lease vehicles over the lease term, as well as warranty expenses recognized as incurred. Energy Generation and Storage Energy generation and storage cost of revenue includes direct and direct material and labor costs, warehouse rent, freight, warranty expense, other overhead costs and amortization of certain acquired intangible assets. In addition, where the arrangement is accounted for as operating leases, 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. Services and Other Cost of services and other revenue includes direct parts, material and labor costs, manufacturing overhead associated with the sales of electric vehicle powertrain components and systems to other manufacturers, costs associated with providing maintenance and development Sales and other Use Taxes Taxes assessed by various government entities, such as sales, use and value-added taxes, collected at the time of sale are excluded from Automotive net sales and revenue. Transportation Costs Amounts billed to customers related to shipping and handling are classified as automotive revenue, and related transportation costs are included in total cost of automotive revenues. Research and Development Costs Research and development costs are expensed as incurred. Marketing, Promotional and Advertising Costs Marketing, promotional and advertising costs are expensed as incurred and are included as an element of selling, general and administrative expense in our Consolidated Statements of Operations. We incurred marketing, promotional and advertising costs of $48.0 million, $58.3 million and $48.9 million for the year ended December 31, 2016, 2015 and 2014, respectively. Income Taxes Income taxes are computed using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We record liabilities related to uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. Comprehensive Income (Loss) Comprehensive Income (loss) is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on derivatives, our available-for-sale marketable securities, and foreign currency translation adjustment that have been excluded from the determination of net loss. Stock-based Compensation We recognize compensation expense for costs related to all share-based payments, including stock options, restricted stock units (RSUs) and our employee stock purchase plan (the ESPP). The fair value of stock options and the ESPP are estimated on the grant date and offering date using an option pricing model, respectively. The fair value of RSUs is measured on the grant date based on the closing fair market value of our common stock. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, net of estimated forfeitures. Stock-based compensation associated with assumed awards as a result of the SolarCity acquisition is measured as of the acquisition date using the relevant assumptions and recognized on a straight-line basis over the remaining requisition service period, net of estimated forfeitures. For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. For performance-based awards with a vesting schedule based entirely on the attainment of both performance and market conditions, the stock-based compensation expense is recognized for each pair of performance and market conditions over the longer of the expected achievement period of the performance and market conditions, beginning at the point in time that the relevant performance condition is considered probable of being met (see Note 15 Equity Incentive Plans Noncontrolling Interests and Redeemable Noncontrolling Interests Noncontrolling interests and redeemable noncontrolling interests represent third-party interests in the net assets under certain funding arrangements, or funds, that SolarCity enters into to finance the costs of solar energy systems under operating leases. We have determined that the contractual provisions of the funds represent substantive profit sharing arrangements. We have further determined that the appropriate methodology for calculating the noncontrolling interest and redeemable noncontrolling interest balances that reflects the substantive profit sharing arrangements is a balance sheet approach using the Hypothetical Liquidation Book Value (HLBV) method. Under the HLBV method, the amounts reported as noncontrolling interests and redeemable noncontrolling interests in our Consolidated Balance Sheets represent the amounts the third-parties would hypothetically receive at each balance sheet date under the liquidation provisions of the funds, assuming the net assets of the funds were liquidated at their recorded amounts determined in accordance with GAAP and distributed to the third-parties. The third-parties’ interests in the results of operations of the funds are determined as the difference in the noncontrolling interest and redeemable noncontrolling interest balances in our Consolidated Balance Sheets between the start and end of each reporting period, after taking into account any capital transactions between the funds and the third-parties. However, the redeemable noncontrolling interest balance is at least equal to the redemption amount. The redeemable noncontrolling interest balance is presented as temporary equity in the mezzanine section of our Consolidated Balance Sheets since these third-parties have the right to redeem their interests in the funds for cash or other assets. Net Income (Loss) per Share of Common Stock Attributable to Common Stockholders Our basic and diluted net income (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the number of shares underlying outstanding stock options and warrants as well as our Convertible Senior Notes, including the assumed awards and convertible notes from the SolarCity acquisition, using the treasury stock method or the if-converted method, as applicable, are not included when their effect is antidilutive. The following table presents the potential weighted common shares outstanding that were excluded from the computation of basic and diluted net loss per share of common stock attributable to common stockholders for the periods, related to the following securities: Year Ended December 31, 2016 2015 2014 Employee share based awards 12,091,473 15,592,736 14,729,749 Convertible senior notes 841,191 2,431,265 2,344,998 Warrants issued May 2013 262,702 1,049,791 921,985 Business Combinations We account for business acquisitions under ASC 805, Business Combinations Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. We currently invest our cash equivalents primarily in money market funds. Restricted Cash and Deposits We maintain certain cash amounts restricted as to withdrawal or use. Current and noncurrent restricted cash as of December 31, 2016, and 2015 was comprised primarily of cash as collateral related to our sales to lease partners with a resale value guarantee and for letters of credit including for our real estate leases, and insurance policies. In addition, restricted cash as of December 31, 2016, includes cash received from certain fund investors that had not been released for use by us, cash held to service certain payments under various secured debt facilities, including management fees, principal and interest payments, and balances collateralizing outstanding letters of credit, outstanding credit card borrowing facilities and obligations under certain operating leases . Accounts Receivable and Allowance for Doubtful Accounts receivable primarily include amounts related to sales of powertrain systems, sale of energy generation and storage products, receivables from financial institutions and leasing companies offering various financing products to our customers, regulatory credits to other automotive manufacturers, and from maintenance services on vehicles owned by leasing companies. We typically do not carry accounts receivable related to our vehicle and related sales as customer payments are due prior to vehicle delivery, except for the amounts due from commercial financial institutions for approved financing arrangements between our customers and the financial institutions. Customer Notes Receivable As part of the SolarCity acquisition, we acquired certain customer notes receivable under the legacy MyPower loan program. The outstanding balances, net of any allowance for potentially uncollectible amounts, are presented on our Consolidated Balance Sheets as a component of prepaid expenses and other current assets for the current portion and as MyPower customer notes receivable, net of current portion, for the long-term portion. In determining the allowance and credit quality for customer notes receivable, we identify significant customers with known disputes or collection issues and also consider our historical level of credit losses and current economic trends that might impact the level of future credit losses. Customer notes receivable that are individually impaired are charged-off as a write-off of allowance for losses. As of December 31, 2016, there were no significant customers with known disputes or collection issues, and the amount of potentially uncollectible amounts was insignificant. Accordingly, we did not establish an allowance for losses against customer notes receivable. In addition, there were no material non-accrual or past due customer notes receivable as of December 31, 2016. Concentration of Risk Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, restricted cash, accounts receivable, As of December 31, 2016, and sales of regulatory credits, as well as automotive original equipment manufacturers At December 31, 2016, one customer represented approximately 10% of our total accounts receivable balance. At December 31, 2015, the same customer represented approximately 15% of our total accounts receivable balance. Supply Risk The majority of our suppliers are currently single source suppliers, despite efforts to qualify and obtain components from multiple sources whenever feasible. The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could lead to vehicle design changes, increased costs and delays in vehicle deliveries to our customers, which could hurt our relationships with our customers and result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, financial condition and operating results. Inventory Valuation Inventories are stated at the lower of cost or market. Cost is computed using standard cost for vehicles and energy storage products, which approximates actual cost on a first-in, first-out basis. In addition, cost for solar energy systems are recorded using actual cost. We record inventory write-downs for excess or obsolete inventories based upon assumptions about on current and future demand forecasts. If our inventory on hand is in excess of our future demand forecast, the excess amounts are written off. We also review inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires us to determine the estimated selling price of our vehicles less the estimated cost to convert inventory on hand into a finished product. Once inventory is written-down, a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Should our estimates of future selling prices or production costs change, additional and potentially material increases to this reserve may be required. A small change in our estimates may result in a material charge to our reported financial results. Operating Lease Vehicles Vehicles delivered under our resale value guarantee program, vehicles that are leased as part of our leasing programs as well as any vehicles that are sold with a significant buy-back guarantee are classified as operating lease vehicles as the related revenue transactions are treated as operating leases. Operating lease vehicles are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the expected operating lease term. The total cost of operating lease vehicles recorded in the Consolidated Balance Sheets as of December 31, 2016 and 2015 was $3.53 billion and $2.00 billion. Accumulated depreciation related to leased vehicles as of December 31, 2016, and 2015 was $399.5 million and $216.5 million. Solar Energy Systems, Leased and To Be Leased We, through the acquisition of SolarCity, are the operating lessor of the solar energy systems under leases that qualify as operating leases. Our leases ar |
Acquisition of SolarCity
Acquisition of SolarCity | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition of SolarCity | Note 3 - Acquisition of SolarCity Transaction Overview On November 21, 2016 (the “Acquisition Date”), we completed our acquisition of SolarCity . As of the acquisition date, our CEO was the chair of SolarCity’s Board of Directors. Fair Value of Consideration Transferred The acquisition date fair value of the consideration transferred totaled $2.1 billion, which consisted of the following (in thousands, except for share and per share amounts): Total fair value of Tesla common stock issued (11,124,497 shares issued at $185.04 per share) $ 2,058,477 Fair value of replacement Tesla stock options and restricted stock units for vested SolarCity awards 87,500 Total purchase price $ 2,145,977 In addition, we also assumed unvested SolarCity awards of $95.9 million which will be recognized as stock-based compensation expense over the remaining requisite service period. Per ASC 805, Business Combinations , the replacement of stock options or other share-based payment awards in conjunction with a business combination represents a modification of share-based payment awards that must be accounted for in accordance with ASC 718, Compensation—Stock Compensation. As a result of our obligation to issue replacement awards, a portion of the fair-value-based measure of replacement awards is included in measuring the purchase consideration transferred in the business combination. To determine the portion of the replacement awards that is part of the purchase consideration, we measured the fair value of both the replacement awards and the historical awards as of the Acquisition Date, in accordance with ASC 718. The fair value of the replacement awards, whether vested or unvested, was included in the purchase consideration to the extent that pre-acquisition services had been rendered. Transaction costs of $21.7 million were expensed as incurred in selling, general and administrative expense of our Consolidated Statements of Operations. Fair Value of Assets Acquired and Liabilities Assumed We accounted for the acquisition using the purchase method of accounting for business combinations under ASC 805, Business Combinations As we finalize the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period (a period not to exceed 12 months) in 2017. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives and the expected future cash flows and related discount rates, can materiality impact our results of operations. Specifically, we used discounted cash flows model to value the acquired solar energy systems, leased and to be leased, as well as the noncontrolling interests in subsidiaries. Significant inputs used for the model included the amount of cash flows, the expected period of the cash flows and the discount rates. The finalization of the purchase accounting assessment may result in a change in the valuation of asset acquired, liabilities assumed and taxes may have a material impact on our results of operations and financial position. The preliminary allocation of the purchase price is based on management’s estimate of the acquisition-date fair values of the assets acquired and liabilities assumed, as follows (in thousands): Assets acquired: Cash and cash equivalents $ 213,523 Accounts receivable 74,619 Inventory 191,878 Solar energy systems, leased and to be leased 5,781,496 Property, plant and equipment 1,056,312 MyPower notes, net of current portion 509,712 Restricted cash 129,196 Intangible assets 356,510 Prepaid expenses and other assets, current and non-current 199,864 Total assets acquired $ 8,513,110 Liabilities assumed: Accounts payable $ 230,078 Accrued liabilities 238,590 Debt and capital leases, current and non-current 3,403,840 Financing obligations 121,290 Deferred revenue, current and non-current 271,128 Other liabilities 950,423 Total liabilities assumed $ 5,215,349 Net assets acquired $ 3,297,761 Noncontrolling interests redeemable and non-redeemable $ 1,066,517 Capped call options associated with 2014 convertible notes (3,460 ) Total net assets acquired $ 2,234,704 Gain on acquisition of SolarCity Corporation (88,727 ) Total purchase price $ 2,145,977 The total preliminary purchase allocation reflects our preliminary estimates and is subject to revision as additional information in relation to the fair value of the inventories, solar energy systems, leased to be leased, identifiable intangible assets, deferred revenue, deferred taxes, and noncontrolling interests assumed becomes available. Gain on acquisition The accounting guidance requires that a gain resulting from the fair value of acquired net assets being greater than the consideration paid to acquire the net assets be recorded as a gain included in the results of operations on the acquisition date. We recognized a gain on acquisition of $88.7 million in the fourth quarter of 2016, which is recorded in other income (expense), net on our Consolidated Statements of Operations. We reassessed the recognition and measurement of identifiable assets and liabilities acquired and concluded that all acquired assets and liabilities were recognized and that the valuation procedures and resulting estimates of fair values were appropriate. The primary factor contributing to the gain relates to the change in the overall price of our common stock from the time that the Merger Agreement was executed on July 31, 2016 to the acquisition date. During this time, our stock price decreased from $230.01 to $185.04, which in turn reduced the fair value of the consideration. Identifiable intangible assets A preliminary assessment of the fair value of identified intangible assets and their respective useful lives are as follows (in thousands, except for estimated useful life): As of December 31, 2016 Approximate Fair Value Estimated Useful Life (in years) Developed technology $ 113,361 7 Trade name 43,500 5 Favorable contracts and leases, net 112,817 15 IPR&D 86,832 N/A Total intangible assets $ 356,510 Acquired in-process research and development (IPR&D) is an intangible asset accounted for as an indefinite-lived asset until the completion or abandonment of the associated research and development effort. If the research and development effort associated with the IPR&D is successfully completed and commercial feasibility is reached, then the IPR&D intangible asset will be amortized over its estimated useful life to be determined at the date the effort is completed. The research and development efforts associated with these IPR&D intangible assets are expected to be completed in the second half of 2017 . Unaudited Pro Forma Financial Information Our consolidated financial statements for 2016 include SolarCity’s results of operations from the Acquisition Date through December 31, 2016. Net revenues and operating loss attributable to SolarCity during this period and included in our consolidated financial statements were $84.1 million and $68.2 million, respectively. The following unaudited pro forma information gives effect to the acquisition of SolarCity as if the acquisition had occurred on January 1, 2015 and had been included in our Consolidated Statements of Operations for 2015 and 2016. Year Ended 2016 2015 Revenue $ 7,539,077 $ 4,354,324 Net loss attributable to common stockholders (609,395 ) (1,017,223 ) Net loss per share of common stock, basic and Diluted $ (4.23 ) $ (7.30 ) Weighted-average shares used in computing net loss per share of common stock, basic and diluted 144,212 139,327 The unaudited pro forma financial information includes adjustments to give effect to pro forma events that are directly attributable to the acquisition. The pro forma financial information includes adjustments to amortization and depreciation for solar energy systems, leased to be leased, intangible assets acquired, the effect of acquisition on deferred revenue and noncontrolling interests, and transaction costs related to the acquisition. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations of future periods. The unaudited pro forma financial information does not give effect to the potential impact of current financial conditions, regulatory matters, or any anticipated synergies, operating efficiencies, or cost savings that may be associated with the acquisition. Consequently, actual results will differ from the unaudited pro forma financial information presented. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 Information regarding our acquired intangible assets is as follows (in thousands): As of December 31, 2016 Gross Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology $ 113,361 $ (1,740 ) $ 111,621 Trade name 43,500 (967 ) 42,533 Favorable contracts and leases, net 112,817 (864 ) 111,953 Other 26,679 (3,473 ) 23,206 Total finite-lived intangible assets: $ 296,357 $ (7,044 ) $ 289,313 Indefinite-lived intangible assets: IPR&D 86,832 — 86,832 Total infinite-lived intangible assets: 86,832 — 86,832 Total intangible assets $ 383,189 $ (7,044 ) $ 376,145 As of December 31, 2016, total future amortization expense for intangible assets is estimated as follows (in thousands): Total 2017 $ 33,843 2018 33,843 2019 33,843 2020 33,843 2021 32,878 Thereafter 121,063 Total $ 289,313 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 - Fair Value of Financial Instruments ASC 820 , Fair Value Measurements . As a basis for determining the fair value of certain of our assets and liabilities, we follow a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level III) unobservable inputs in which there is little or no market data which requires us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our financial assets and financial liabilities that are measured at fair value on a recurring basis consist of cash equivalents, marketable securities and interest rate swaps. As of December 31, 2016 and 2015, the fair value hierarchy for our financial assets and financial liabilities that are carried at fair value was as follows, and unrealized gains (losses) on financial assets and liabilities presented in the table below for all periods presented were less than $1.0 million (in thousands): December 31, 2016 December 31, 2015 Fair Value Level I Level II Level III Fair Value Level I Level II Level III Money market funds $ 2,226,322 $ 2,226,322 $ — $ — $ 297,810 $ 297,810 $ — $ — U.S. treasury bills — — — — 16,664 16,664 — — Interest rate swaps 1,490 — 1,490 — — — — — Total $ 2,227,812 $ 2,226,322 $ 1,490 $ — $ 314,474 $ 314,474 $ — $ — All of our cash equivalents and current restricted cash, which are comprised primarily of money market funds, are classified within Level I of the fair value hierarchy because they are valued using quoted market prices or market prices for identical securities. Our restricted short-term marketable securities are classified within Level I of the fair value hierarchy. We have classified the interest rate swaps within Level II because their fair values are determined using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates. During the years ended December 31, 2016 and 2015, there were no transfers between the levels of the fair value hierarchy. Derivative Financial Instruments Cash Flow Hedges In November 2015, we implemented a program to hedge the foreign currency exposure risk related to certain forecasted inventory purchases denominated in Japanese yen. The derivative instruments we use are foreign currency forward contracts and are designated as cash flow hedges with maturity dates of 12 months or less. We do not enter into derivative contracts for trading or speculative purposes. The bank counterparties in all contracts expose Tesla to credit-related losses in the event of their nonperformance. However, to mitigate that risk, Tesla only contracts with counterparties who meet the Company’s minimum requirements under its counterparty risk assessment process. Tesla monitors ratings, credit spreads, and potential downgrades on at least a quarterly basis. Based on our on-going assessment of counterparty risk, the Company will adjust its exposure to various counterparties. We generally enter into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. However, we do not have any master netting arrangements in place with collateral features. We document each hedge relationship and assess its initial effectiveness at the inception of the hedge contract and we measure its ongoing effectiveness on a quarterly basis using regression analysis. During the term of an effective hedge contract, we record gains and losses within accumulated other comprehensive income (loss). We reclassify these gains or losses to costs of automotive revenues in the period the related finished goods inventory is sold or as cost of automotive leasing revenue over the depreciation period for those sales accounted for as leases. Although our contracts are considered effective hedges, we may experience small amounts of ineffectiveness due to timing differences between our actual inventory purchases and the settlement date of the related foreign currency forward contracts. We have recorded no amounts related to hedge ineffectiveness within other income (expense), net in our Consolidated Statements of Operations, during the years ended December 31, 2016 and 2015. There were no outstanding hedging contracts as of December 31, 2016. The net notional amount of these contracts was $322.6 million at December 31, 2015. Outstanding contracts are recognized as either assets or liabilities on the Consolidated Balance Sheet at fair value within prepaid expenses and other current assets or within accrued liabilities and other, depending on our net position. The net gain of $5.6 million in accumulated other comprehensive income (loss) as of December 31, 2016, is expected to be recognized to costs of automotive sales in the period the related finished goods inventory is sold or over the depreciation period for those sales accounted for as leases in the next twelve months. The total fair values of foreign currency contracts designated as cash flow hedges as of December 31, 2016 and December 31, 2015 was zero and $7.3 million and was determined using Level II inputs and recorded in prepaid expenses and other current assets on our Consolidated Balance Sheets. During the year ended December 31, 2016, we reclassified $44.9 million of gains from accumulated other comprehensive income (loss) into cost of automotive revenue. No amounts were reclassified from accumulated other comprehensive income (loss) into earnings for the year ended December 31, 2015. Interest Rate Swaps SolarCity enters into fixed-for-floating interest rate swap agreements to swap variable interest payments on certain debt for fixed interest payments, as required by its lenders. These interest rate swaps are not designated as hedging instruments. Accordingly, all interest rate swaps are recognized at fair value on our Consolidated Balance Sheets within other assets or other long-term liabilities, with any changes in fair value recognized as other income (expense), net in our Consolidated Statements of Operations and with any cash flows recognized as investing activities in our Consolidated Statements of Cash flows. As of December 31, 2016, the aggregate notional amount of these interest rate swaps, the gross asset at fair value, and the gross liability at fair value was $789.6 million, $10.6 million, and $12.1 million, respectively. During the year ended December 31, 2016, we recognized $7.0 million of gains related to these interest rate swaps. Fair Value Disclosure Our financial instruments that are not re-measured at fair value include accounts receivable, customer notes receivable, rebates receivable, accounts payable, accrued liabilities, customer deposits, convertible senior notes, participation interest, solar asset-backed notes, solar loan-backed notes, Solar Bonds and long-term debt. The carrying values of these financial instruments other than customer notes receivable, convertible senior notes, the participation interest, solar asset-backed notes, Solar Bonds, and long-term debt approximated their fair value. We estimate the fair value of convertible senior notes based on a commonly accepted valuation methodology and market-based risk measurements that are indirectly observable, such as credit risk (Level II) In addition, December 31, 2016 December 31, 2015 Carrying Fair Value Carrying Value Fair MyPower customer notes receivable $ 513,002 $ 513,002 — — Convertible senior notes 2,957,288 3,205,641 $ 2,505,868 $ 3,423,257 Participation interest 16,713 15,025 — — Solar asset-backed notes 442,764 428,551 — — Solar loan-backed notes 137,024 132,129 — — |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6 - Inventory As of December 31, 2016 and 2015, our inventory consisted of the following (in thousands): December 31, December 31, 2016 2015 Raw materials $ 680,339 $ 528,935 Work in process 233,746 163,830 Finished goods 1,016,731 476,512 Service parts 136,638 108,561 Total $ 2,067,454 $ 1,277,838 Finished goods inventory includes vehicles in transit to fulfill customer orders, new vehicles available for immediate sale at our retail and service center locations, pre-owned Tesla vehicles, and energy storage products. For solar energy systems, leased and to be leased, we commence transferring component parts from inventory to construction in progress, a component of solar energy systems, leased and to be leased, once a lease contract with a customer has been executed and installation has been initiated. Additional costs incurred on the leased systems, including labor and overhead, are recorded within construction in progress. We write down inventory as a result of excess and obsolete inventories, or when we believe that the net realizable value of inventories is less than the carrying value. During the years ended December 31, 2016, 2015 and 2014, we recorded write-downs of $52.8 million, $44.9 million and $15.6 million in cost of revenues. |
Solar Energy Systems, Leased an
Solar Energy Systems, Leased and To Be Leased - Net | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Solar Energy Systems, Leased and To Be Leased - Net | Note 7 Solar energy systems, leased and to be leased, net consisted of the following (in thousands): December 31, 2016 Solar energy systems leased to customers $ 5,052,976 Initial direct costs related to customer solar energy system lease acquisition costs 12,774 $ 5,065,750 Less: accumulated depreciation and amortization (20,157 ) $ 5,045,593 Solar energy systems under constructions 460,913 Solar energy systems to be leased to customers 413,374 Solar energy systems, leased and to be leased – net (1)(2) $ 5,919,880 (1) Included in solar energy systems leased to customers as of December 31, 2016, was $36.0 million related to capital leased assets with an accumulated depreciation of $0.2 million. (2) Included in solar energy systems, leased and to be leased, as of December 31, 2016, was $21.3 million related to energy storage systems with an accumulated depreciation of $0.1 million. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 8 - Property, Plant and Equipment As of December 31, 2016 and December 31, December 31, 2016 2015 Machinery, equipment, vehicles and office furniture $ 2,154,367 $ 1,694,910 Tooling 794,793 550,902 Leasehold improvements 505,295 338,392 Land and buildings 1,079,452 521,537 Computer equipment, hardware and software 275,655 175,512 Construction in progress 2,147,332 693,207 Other 23,548 — $ 6,980,442 $ 3,974,460 Less: Accumulated depreciation and amortization (997,485 ) (571,126 ) Total $ 5,982,957 $ 3,403,334 Construction in progress is comprised primarily of tooling and equipment related to the manufacturing of our vehicles, a portion of We are sometimes involved in construction at our leased facilities primarily related to retail stores, service centers, and certain manufacturing facilities. In accordance with ASC 840, Leases, for build-to-suit lease arrangements where we are involved in the construction of structural improvements prior to the commencement of the lease or take some level of construction risk, we are considered the owner of the assets and land during the construction period. Accordingly, upon commencement of our construction activities, we record a construction in progress asset and a corresponding financing liability. Once the construction is completed, if the lease meets certain “sale-leaseback” criteria, we will remove the asset and related financial obligation from the balance sheet and treat the building lease as an operating lease. If upon completion of construction, the project does not meet the “sale-leaseback” criteria, the leased property will be treated as a capital lease and included in building and building improvements in the table above. In addition, as part of the SolarCity acquisition, we assumed a build-to-suit lease arrangement with the Research Foundation for the State University of New York, or the Foundation, for the construction located in Buffalo, New York. See Note 17, Commitment and contingencies, As of December 31, 2016 and December 31, 2015, the table above includes $1.32 billion and $206.1 million of build-to-suit assets. As of December 31, 2016 and December 31, 2015, corresponding financing obligations of $3.8 million and $1.3 million are recorded in accrued liabilities and $1.3 billion and $201.3 million are recorded in other long-term liabilities. Depreciation and amortization expense during the years ended December 31, 2016, 2015 and 2014 were $477.3 million, $278.7 million and $155.9 million. Total property and equipment assets under capital lease as of December 31, 2016 and 2015 were $112.6 million and $58.1 million. Accumulated depreciation related to assets under capital lease as of these dates were $40.2 million and $22.7 million. We have incurred $825.3 million and $317.5 million of costs for our Gigafactory 1 as of December 31, 2016 and 2015. |
Non-cancellable Operating Lease
Non-cancellable Operating Lease Payments Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Non-cancellable Operating Lease Payments Receivable | Note 9 – Non-cancellable Operating Lease Payments Receivable As of December 31, 2016, future minimum lease payments to be received from customers under non-cancellable operating leases for each of the next five years and thereafter were as follows (in thousands): 2017 $ 279,420 2018 250,791 2019 191,729 2010 147,989 2021 145,423 Thereafter 2,122,127 Total $ 3,137,479 The above table does not include vehicle sales to customers or leasing partners with a resale value guarantee as the cash payments were received upfront. In addition, we assumed through our acquisition of SolarCity and will continue to enter into power purchase agreements with our customers that are accounted for as leases. These customers are charged solely based on actual power produced by the installed solar energy system at a predefined rate per kilowatt-hour of power produced. The future payments from such arrangements are not included in the above table as they are a function of the power generated by the related solar energy systems in the future. Furthermore, the above table does not include performance-based incentives receivable from various utility companies. The amount of contingent rentals recognized as revenue for the years presented were not material. |
Accrued Liabilities and Other
Accrued Liabilities and Other | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities and Other | Note 10 - Accrued Liabilities and Other As of December 31, 2016 and December 31, December 31, 2016 2015 Accrued purchases $ 585,019 $ 140,540 Payroll and related costs 218,792 86,859 Taxes payable 152,897 101,206 Financing obligation, current portion 52,031 — Accrued warranty and other 201,289 94,193 Total $ 1,210,028 $ 422,798 Taxes payable includes Value Added Tax, sales tax, property tax, use tax and income tax payables. Accrued purchases reflect primarily liabilities related to the construction of Gigafactory 1, along with engineering design and testing accruals. As these services are invoiced, this balance will reduce and accounts payable will increase. |
Other Long-term Liabilities
Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities [Abstract] | |
Other Long-term Liabilities | Note 11 – Other Long-term Liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2016 December 31, 2015 Accrued warranty reserve, net of current portion $ 149,858 $ 117,057 Build-to-suit lease liability, net of current portion 1,323,293 201,389 Deferred rent expense 36,966 17,342 Financing obligation, net of current portion 84,360 — Liability for receipts from an investor 76,828 — Other noncurrent liabilities 220,144 29,188 Total long-term liabilities $ 1,891,449 $ 364,976 For additional detail on build-to-suit lease liability, net of current portion, please see Note 8, Property, plan, and equipment. The liability for receipts from an investor represents amounts received from an investor under a lease pass-through fund arrangement for monetization of ITCs for assets not yet placed in service. This amount is reclassified to deferred revenue when the assets are placed in service. |
Customer Deposits
Customer Deposits | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Customer Deposits | Note 12 - Customer Deposits Customer deposits primarily consist of cash payments from customers at the time they place an order for a vehicle and additional payments up to the point of delivery including the fair value of customer trade-in vehicles that are applicable toward a new vehicle purchase. Customer deposit amounts and timing vary depending on the vehicle model and country of delivery. Customer deposits are fully refundable up to the point the vehicle is placed into the production cycle. Customer deposits are included in current liabilities until refunded or until they are applied to a customer’s purchase balance at time of delivery. As of December 31, 2016 and 2015, we held $663.9 million and $283.4 million in customer deposits. The increase is primarily due to Model 3 deposits. |
Convertible and Long-term Debt
Convertible and Long-term Debt Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible and Long-term Debt Obligations | Note 13 - Convertible and Long-term Debt Obligations The following is a summary of our debt as of December 31, 2016 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Balance Current Long-Term Amount Interest Maturity Dates Recourse debt: 1.5% Convertible Senior Notes due in 2018 $ 205,013 $ 196,229 — — 1.5 % June 2018 0.25% Convertible Senior Notes due in 2019 920,000 — 827,620 — 0.25 % March 2019 1.25% Convertible Senior Notes due in 2021 1,380,000 — 1,132,029 — 1.25 % March 2021 Credit Agreement 969,000 — 969,000 181,000 1% plus LIBOR June 2020 Secured Revolving Credit Facility 364,000 366,247 — 24,305 4.0%-6.0% January 2017 - December 2017 Vehicle and Other Loans 23,771 17,235 6,536 — 2.9%-7.6% March 2017 - June 2019 2.75% Convertible Senior Notes due in 2018 230,000 — 212,223 — 2.8% November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 483,820 — 1.6% November 2019 Zero-coupon Convertible Senior Notes due in 2020 113,000 — 89,418 — 0.0% December 2020 Solar Bonds 332,060 181,582 148,948 * 1.1%-6.5% January 2017 - January 2031 Total recourse debt 5,102,844 761,293 3,869,594 205,305 Non-recourse debt: Warehouse Agreement 390,000 73,708 316,292 210,000 Various September 2018 Canada Credit Facility 67,342 18,489 48,853 — 3.6%- 4.5% December 2020 Term Loan due in December 2017 75,467 75,715 — 52,173 4.2% December 2017 Term Loan due in January 2021 183,388 5,860 176,169 — 4.5% January 2021 MyPower Revolving Credit Facility 133,762 133,827 — 56,238 4.1%-6.6% January 2017 Revolving Aggregation Credit Facility 424,757 — 427,944 335,243 4.0%-4.8% December 2018 Solar Renewable Energy Credit Term Loan 38,124 12,491 26,262 — 6.6%-9.9% April 2017 - July 2021 Cash Equity Debt I 119,753 3,272 115,464 — 5.7% July 2033 Cash Equity Debt II 206,901 5,376 189,424 — 5.3% July 2034 Cash Equity Debt III 170,000 4,994 161,853 5.8% January 2035 Solar Asset-backed Notes, Series 2013-1 41,899 3,329 38,346 — 4.8% November 2038 Solar Asset-backed Notes, Series 2014-1 60,768 3,016 57,417 — 4.6% April 2044 Solar Asset-backed Notes, Series 2014-2 186,851 7,055 173,625 — 4.0%-Class A 5.4%-Class B July 2044 Solar Asset-backed Notes, Series 2015-1 119,199 1,511 110,238 — 4.2%-Class A 5.6%-Class B August 2045 Solar Asset-backed Notes, Series 2016-1 50,119 1,202 47,025 — 5.3%-Class A 7.5%-Class B September 2046 Solar Loan-backed Notes, Series 2016-A 140,586 3,514 133,510 — 4.8%-Class A 6.9%-Class B September 2048 Total non-recourse debt 2,408,916 353,359 2,022,422 653,654 Total debt $ 7,511,760 $ 1,114,652 $ 5,892,016 $ 858,959 * Out of the $350.0 million authorized to be issued, $17.9 million remained available to be issued. See below and Note 21, Related Party Transactions Recourse debt refers to debt that is recourse to our general assets. Non-recourse debt refers to debt that is recourse to only specified assets or our subsidiaries. The differences between the unpaid principal balances and the net carrying values are due to debt discounts and deferred financing costs. As of December 31, 2016, we were in compliance with all financial debt covenants. Our debt is described further below. Recourse Debt Facilities: Tesla Debt Facilities: 0.25% and 1.25% Convertible Senior Notes due in 2019 and 2021 and Bond Hedge and Warrant Transactions In March 2014, we issued $800.0 million principal amount of 0.25% convertible senior notes due in 2019 (2019 Notes) and $1.20 billion principal amount of 1.25% convertible senior notes due in 2021 (2021 Notes) in a public offering. In April 2014, we issued an additional $120.0 million aggregate principal amount of 2019 Notes and $180.0 million aggregate principal amount of 2021 Notes, pursuant to the exercise in full of the overallotment options of the underwriters of our March 2014 public offering. The total net proceeds from these offerings, after deducting transaction costs, were approximately $905.8 million from 2019 Notes and $1.36 billion from 2021 Notes. We incurred $14.2 million and $21.4 million of debt issuance costs in connection with the 2019 Notes and the 2021 Notes, and are amortizing to interest expense using the effective interest method over the contractual terms of these notes. In April 2015, the FASB issued new authoritative accounting guidance on simplifying the presentation of debt issuance costs, which we retrospectively adopted as of March 31, 2016 and reclassified debt issuance costs in connection with the notes to related debt liability. The interest rates are fixed at 0.25% and 1.25% per annum and are payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2014. Each $1,000 of principal of these notes is initially convertible into 2.7788 shares of our common stock, which is equivalent to an initial conversion price of approximately $359.87 per share, subject to adjustment upon the occurrence of specified events. Holders of these notes may convert their notes at their option on or after December 1, 2018 for the 2019 Notes and on or after December 1, 2020 for the 2021 Notes. Further, holders of these notes may convert their notes at their option prior to the respective dates above, only under the following circumstances: (1) during any fiscal quarter beginning after the fiscal quarter ending June 30, 2014, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the applicable notes on each applicable trading day; (2) during the five business day period following any five consecutive trading day period in which the trading price for the applicable notes is less than 98% of the average of the closing sale price of our common stock for each day during such five trading day period; or (3) if we make specified distributions to holders of our common stock or if specified corporate transactions occur. Upon conversion of the 2019 Notes, we would pay or deliver as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. Upon conversion of the 2021 Notes, we would pay the holders in cash for the principal amount and, if applicable, shares of our common stock (subject to our right to deliver cash in lieu of all or a portion of such shares of our common stock) based on a daily conversion value. If a fundamental change occurs prior to the maturity date, holders of these notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the applicable maturity date, we will increase the conversion rate for a holder who elects to convert their notes in connection with such a corporate event in certain circumstances. During the fourth quarter of 2016, the closing price of our common stock did not meet or exceed 130% of the applicable conversion price of our 2019 Notes and 2021 Notes on at least 20 of the last 30 consecutive trading days of the quarter; furthermore, no other conditions allowing holders of these notes to convert have been met as of December 31, 2016. Therefore, the 2019 Notes and 2021 Notes are not convertible during the first quarter of 2017 and are classified as long-term debt. Should the closing price conditions be met in the first quarter of 2016 or a future quarter, the 2019 and/or the 2021 Notes will be convertible at their holders’ option during the immediately following quarter. As of December 31, 2016, the if-converted value of the 2019 Notes and 2021 Notes did not exceed the principal value of those notes. As of December 31, 2015, the carrying value and the outstanding principal of our 2019 Notes are $788.0 million and $920.0 million, respectively. As of December 31, 2015, the carrying value and the outstanding principal of our 2021 Notes are $1.08 billion and $1.38 billion, respectively. In accordance with accounting guidance on embedded conversion features, we valued and bifurcated the conversion option associated with the notes from the respective host debt instrument and initially recorded the conversion option of $188.1 million for the 2019 Notes and $369.4 million for the 2021 Notes in stockholders’ equity. The resulting debt discounts on the 2019 Notes and 2021 Notes are being amortized to interest expense at an effective interest rate of 4.89% and 5.96%, respectively, over the contractual terms of the notes. In connection with the offering of these notes in March 2014, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 5.6 million shares of our common stock at a price of approximately $359.87 per share. The total cost of the convertible note hedge transactions was $524.7 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 2.2 million shares of our common stock at a price of $512.66 for the 2019 Notes and a total of approximately 3.3 million shares of our common stock at a price of $560.64 per share for 2021 Notes. We received $338.4 million in cash proceeds from the sale of these warrants. Similarly, in connection with the issuance of additional notes in April 2014, we entered into convertible note hedge transactions and paid an aggregate $78.7 million. In addition, we sold warrants to purchase (subject to adjustment for certain specified events) a total of approximately 0.3 million shares of our common stock at a price of $512.66 per share for the warrants relating to 2019 Notes, and a total of approximately 0.5 million shares of our common stock at a strike price of $560.64 per share for the warrants relating to 2021 Notes. We received aggregate proceeds of approximately $50.8 million from the sale of the warrants. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to reduce potential dilution and/or offset potential cash payments upon the conversion of these notes and to effectively increase the overall conversion price from $359.87 to $512.66 per share in the case of warrants relating to 2019 Notes and from $359.87 to $560.64 in the case of warrants relating to 2021 Notes. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital on the Consolidated Balance Sheet as of December 31, 2016. 1.50% Convertible Senior Notes due in 2018 and Bond Hedge and Warrant Transactions In May 2013, we issued $660.0 million aggregate principal amount of 2018 Notes in a public offering. The net proceeds from the offering, after deducting transaction costs, were approximately $648.0 million. We incurred $12.0 million of debt issuance costs in connection with the issuance of the 2018 Notes and are amortizing to interest expense using the effective interest method over the contractual term of the 2018 Notes. The interest under the 2018 Notes is fixed at 1.50% per annum and is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2013. Each $1,000 of principal of the 2018 Notes is initially convertible into 8.0306 shares of our common stock, which is equivalent to an initial conversion price of approximately $124.52 per share, subject to adjustment upon the occurrence of specified events. Holders of the 2018 Notes may convert their 2018 Notes at their option on or after March 1, 2018. Further, holders of the 2018 Notes may convert their 2018 Notes at their option prior to March 1, 2018, only under the following circumstances: (1) during any fiscal quarter beginning after the fiscal quarter ending September 30, 2013, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period following any five consecutive trading day period in which the trading price for the 2018 Notes is less than 98% of the average of the closing sale price of our common stock for each day during such five trading day period; or (3) if we make specified distributions to holders of our common stock or if specified corporate transactions occur. Upon conversion, we would pay the holders in cash for the principal amount of the 2018 Notes and, if applicable, shares of our common stock (subject to our right to deliver cash in lieu of all or a portion of such shares of our common stock) based on a calculated daily conversion value. If a fundamental change occurs prior to the maturity date, holders of the 2018 Notes may require us to repurchase all or a portion of their 2018 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2018 Notes, plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its 2018 Notes in connection with such a corporate event in certain circumstances. As of December 31, 2015, the carrying value and the outstanding principal of our 2018 Notes are $612.5 million and $659.8 million, respectively. In accordance with accounting guidance on embedded conversion features, we valued and bifurcated the conversion option associated with the 2018 Notes from the host debt instrument and recorded the conversion option of $82.8 million in stockholders’ equity. The resulting debt discount on the 2018 Notes is being amortized to interest expense at an effective interest rate of 4.29% over the contractual term of the 2018 Notes. In connection with the offering of the 2018 Notes, we entered into convertible note hedge transactions whereby we had the option to purchase initially (subject to certain specified events) a total of approximately 5.3 million shares of our common stock at a price of approximately $124.52 per share. The cost of the convertible note hedge transactions was $177.5 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase initially (subject to certain specified events) a total of approximately 5.3 million shares of our common stock at a price of $184.48 per share. We received $120.3 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset any actual dilution from the conversion of the 2018 Notes and to effectively increase the overall conversion price from $124.52 to $184.48 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital on the Consolidated Balance Sheet as of December 31, 2016. During the fourth quarter of fiscal 2016 During fiscal 2016, we repaid $454.7 million in aggregate principal amount of our 2018 Notes pursuant to conversions by their holders. As of December 31, 2016, we had remaining outstanding $205.0 million in aggregate principal amount of the 2018 Notes. As of December 31, 2016, there were also outstanding a corresponding amount of convertible note hedge transactions, as well as warrants to issue up to 2.2 million shares at $184.48 per share as of December 31, 2016, in each case issued in connection with the offering of the 2018 Notes. Asset-Based Credit Agreement In June 2015, we entered into a senior secured asset-based revolving credit agreement (the “Credit Agreement”) with a syndicate of banks. The Credit Agreement provides for a senior secured asset-based revolving credit facility (the “Credit Facility”), which we may draw upon as needed. In October 2015, lenders increased their total funding commitments to us under the Credit Facility by up to an additional $250.0 million, subject to certain conditions, for total commitments up to $750 million. In addition, the Credit Agreement provides for a $200.0 million letter of credit sub-facility and a $40.0 million swing-line loan sub-facility. The Credit Agreement is collateralized by a pledge of certain of our accounts receivable, inventory, and equipment, and availability under the Credit Agreement is based on the value of such assets, as reduced by certain reserves. During fiscal 2016, we amended the Credit Agreement and increased the availability and the commitments under the Credit Agreement from $750.0 million to $1.2 billion. Borrowed funds bear interest, at our option, at an annual rate of (a) 1% plus LIBOR or (b) the highest of (i) the federal funds rate plus 0.50%, (ii) the lenders “prime rate” or (iii) 1% plus LIBOR. The fee for undrawn amounts is 0.25% per annum. Interest is payable quarterly. The Credit Agreement terminates, and all outstanding loans become due and payable, in June 2020. As of December 31, 2016, we had $ million borrowings under the Credit Facility and zero borrowings under the swing-line loan sub-facility. As of December 31, 2015, we had $135.0 million in borrowings under the Credit Facility. We are required to meet various covenants, including meeting certain reporting requirements, such as the completion and presentation of audited Consolidated Financial Statements for our borrowings. As of December 31, 2016 we were in compliance with all covenants contained in the Credit Agreement. Assumed Debt from our SolarCity Acquisition: Secured Revolving Credit Facility SolarCity has entered into a revolving credit agreement with a syndicate of banks to fund working capital, letters of credit and general corporate needs. Borrowed funds bear interest, at our option, at an annual rate of (a) 3.25% plus LIBOR or (b) 2.25% plus the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The fee for undrawn commitments is 0.375% per annum. The secured revolving credit facility is secured by certain of SolarCity’s accounts receivable, inventory, machinery, equipment and other assets. Vehicle and Other Loans SolarCity has entered into various vehicle and other loan agreements with various financial institutions. The vehicle loans are secured by the vehicles financed. 2.75% Convertible Senior Notes Due In 2018 In October 2013, SolarCity issued $230.0 million in aggregate principal of 2.75% convertible senior notes due on November 1, 2018 through a public offering. Each $1,000 of principal of the convertible senior notes is now convertible into 1.7838 shares of our common stock, which is equivalent to a conversion price of $560.64 per share, subject to adjustment upon the occurrence of specified events related to dividends, tender offers or exchange offers. Holders of the convertible senior notes may convert their convertible senior notes at their option at any time up to and including the second scheduled trading day prior to maturity. If certain events that would constitute a make-whole fundamental change, such as significant changes in ownership, corporate structure or tradability of our common stock, occur prior to the maturity date, we would increase the conversion rate for a holder who elects to convert its convertible senior notes in connection with such an event in certain circumstances. The maximum conversion rate is capped at 2.3635 shares for each $1,000 of principal of the convertible senior notes, which is equivalent to a minimum conversion price of $423.10 per share. The convertible senior notes do not have a cash conversion option. The convertible senior note holders may require us to repurchase their convertible senior notes for cash only under certain defined fundamental changes. 1.625% Convertible Senior Notes Due in 2019 In September 2014, SolarCity issued $500.0 million and in October 2014, SolarCity issued an additional $66.0 million in aggregate principal of 1.625% convertible senior notes due on November 1, 2019 through a private placement Each $1,000 of principal of the convertible senior notes is now convertible into 1.3169 shares of our common stock, which is equivalent to a conversion price of $759.36 per share, subject to the same adjustment mechanism as discussed above. The maximum conversion rate is capped at 1.7449 shares for each $1,000 of principal of the convertible senior notes, which is equivalent to a minimum conversion price of $573.10 per share. The convertible senior notes do not have a cash conversion option. The convertible senior note holders may require us to repurchase their convertible senior notes for cash only under certain defined fundamental changes. In connection with the issuance of the convertible senior notes in September 2014 and in October 2014, SolarCity entered into capped call option agreements to reduce the potential equity dilution upon conversion of the convertible senior notes. Specifically, upon the exercise of the capped call options, we would now receive shares of our common stock equal to 745,377 shares multiplied by (a) (i) the lower of $1,146.18 or the then market price of our common stock less (ii) $759.36 and divided by (b) the then market price of our common stock. The results of this formula are that we would receive more shares as the market price of our common stock exceeds $759.36 and approaches $1,146.18, but we would receive fewer shares as the market price of our common stock exceeds $1,146.18. Consequently, if the convertible senior notes are converted, then the number of shares to be issued by us would be effectively partially offset by the shares received by us under the capped call options as they are exercised. We can also elect to receive the equivalent value of cash in lieu of shares. The capped call options expire on various dates ranging from September 4, 2019 to October 29, 2019, and the formula above would be adjusted in the event of a merger; a tender offer; nationalization; insolvency; delisting of our common stock; changes in law; failure to deliver; insolvency filing; stock splits, combinations, dividends, repurchases or similar events; or an announcement of certain of the preceding actions. Although intended to reduce the net number of shares issued after a conversion of the convertible senior notes, the capped call options were separately negotiated transactions, are not a part of the terms of the convertible senior notes, do not affect the rights of the convertible senior note holders and will take effect regardless of whether the convertible senior notes are actually converted. The capped call options meet the criteria for equity classification because they are indexed to our common stock and we always control whether settlement will be in shares or cash. Zero-Coupon Convertible Senior Notes Due in 2020 In December 2015, SolarCity issued $113.0 million in aggregate principal of zero-coupon convertible senior notes due on December 1, 2020 through a private placement. $13.0 million of the convertible senior notes were issued to related parties and are separately presented on the Consolidated Balance Sheets (see Note 21, Related Party Transactions Each $1,000 of principal of the convertible senior notes is now convertible into 3.3333 shares of our common stock, which is equivalent to a conversion price of $300.00 per share, subject to the same adjustment mechanism as discussed above. The maximum conversion rate is capped at 4.2308 shares for each $1,000 of principal of the convertible senior notes, which is equivalent to a minimum conversion price of $236.36 per share. The convertible senior notes do not have a cash conversion option. The convertible senior note holders may require us to repurchase their convertible senior notes for cash only under certain defined fundamental changes. On or after June 30, 2017, the convertible senior notes will be redeemable by us in the event that the closing price of our common stock exceeds 200% of the conversion price for 45 consecutive trading days ending within three trading days of such redemption notice at a redemption price of par plus accrued and unpaid interest to, but excluding, the redemption date Solar Bonds In October 2014, SolarCity commenced issuing Solar Bonds, which are senior unsecured obligations of SolarCity that are structurally subordinate to the indebtedness and other liabilities of SolarCity’s subsidiaries. Solar Bonds have been issued under multiple series that have various fixed terms and interest rates. In September 2015, SolarCity commenced issuing Solar Bonds with variable interest rates that reset quarterly and that can be redeemed quarterly at the option of the bondholder or us, with 30-day advance notice. In March 2016, Space Exploration Technologies Corporation, or SpaceX, purchased $90.0 million in aggregate principal amount of 4.40% Solar Bonds due in March 2017. In June 2016, SpaceX purchased an additional $75.0 million in aggregate principal amount of 4.40% Solar Bonds due in June 2017. In August 2016, our Chief Executive Officer, SolarCity’s Chief Executive Officer and SolarCity’s Chief Technology Officer purchased $100.0 million in aggregate principal amount of 6.50% Solar Bonds due in February 2018 SpaceX, our Chief Executive Officer, SolarCity’s Chief Executive Officer and SolarCity’s Chief Technology Officer were considered related parties; SolarCity has also issued Solar Bonds to other related parties; and such Solar Bonds are separately presented on the Consolidated Balance Sheets (see Note 21, Related Party Transactions Non-Recourse Debt Facilities Canada Credit Agreement In December 2016, we entered into a Credit Agreement with Royal Bank of Canada (the “Canada Credit Agreement”). Under the Credit Agreement, we borrowed $67.3 million which is secured by an interest in certain vehicle leases. Amount drawn under the Canada Credit agreement has a rate range of 3.6% to 4.5% and are subject to various customary events of default, covenants and limitations, including an advance rate limit and a required reserve account. The term of the loan is reflective of the term of the underlying vehicle leases, up to 48 months. Warehouse Agreement In August 2016, we entered into a Loan and Security Agreement (the “Warehouse Agreement”) with Deutsche Bank as administrative agent and a committed lender. Under the Warehouse Agreement, which supports the Tesla Finance direct vehicle leasing program, and is secured by an interest in certain leases and vehicles under such program, we were initially entitled to borrow up to $300.0 million in total principal amount. In December 2016, we amended the Warehouse Agreement and increased the total facility limit to $600.0 million. 390.0 Amounts drawn under the Warehouse Agreement generally bear interest at a rate based on LIBOR plus a fixed margin. We are subject to various customary events of default and financial, lease portfolio performance and other covenants and limitations, including an advance rate limit, a required reserve account, and various performance triggers and excess concentration limits. Pursuant to the Warehouse Agreement, an undivided beneficial interest in the future cash flows arising from certain leases and the related leased vehicles has been sold for legal purposes but continues to be reported in our consolidated financial statements. The interest in the future cash flows arising from these leases and the related vehicles is not available to pay the claims of our creditors other than pursuant to obligations to the lenders under the Warehouse Agreement. We retain the right to receive the excess cash flows not needed to pay obligations under the Warehouse Agreement. Assumed Debt from our SolarCity Acquisition : Term Loan Due in December 2017 On March 31, 2016, a subsidiary of SolarCity entered into an agreement for a term loan of $50.0 million. The term loan bears interest at an annual rate of the lender’s cost of funds plus 3.25%. The fee for undrawn commitments is 0.85% per annum. The term loan is secured by substantially all of the assets and cash flows of the subsidiary and is non-recourse to our other assets or cash flows. Term Loan Due in January 2021 In January 2016, a subsidiary of SolarCity entered into an agreement with a syndicate of banks for a term loan of $160.0 million. The term loan bears interest at an annual rate of three-month LIBOR plus 3.50%. The term loan is secured by substantially all of the assets of the subsidiary, including its interests in certain financing funds, and is non-recourse to our other assets. MyPower Revolving Credit Facility On January 9, 2015, a subsidiary of SolarCity entered into a $200.0 million revolving credit agreement with a syndicate of banks to obtain funding for the MyPower customer loan program. The MyPower revolving credit facility initially provided up to $160.0 million of Class A notes and up to $40.0 million of Class B notes. The Class A notes bear interest at an annual rate of (i) for the first $160.0 million, 2.50% and (ii) for the remaining $40.0 million, 3.00%; in each case, plus (a) the commercial paper rate or (b) 1.50% plus adjusted LIBOR. The Class B notes bear interest at an annual rate of 5.00% plus LIBOR. The fee for undrawn commitments under the Class A notes is 0.50% per annum for the first $160.0 million of undrawn commitments and 0.75% per annum for the remaining $40.0 million of undrawn commitments, if any. The fee for undrawn commitments under the Class B notes is 0.50% per annum. The MyPower revolving credit facility is secured by the payments owed to SolarCity or its subsidiaries under MyPower customer loans and is non-recourse to our other assets. On January 27 2017, the MyPower revolving credit facility matured, and the total outstanding principal amount was fully repaid. Revolving Aggregation Credit Facility On May 4, 2015, a subsidiary of SolarCity entered into an agreement with a syndicate of banks for a revolving aggregation credit facility with a total committed amount of $500.0 million. On March 23, 2016, the agreement was amended to modify the interest rates, extend the availability period and extend the maturity date. The revolving aggregation credit facility bears interest at an annual rate of 3.25% plus (i) for commercial paper loans, the commercial paper rate and (ii) for LIBOR loans, at our option, three-month LIBOR or daily LIBOR. The revolving aggregation credit facility is secured by certain assets and cash flows of certain subsidiaries of SolarCity and is non-recourse to our other assets or cash flows. Solar Renewable Energy Credit Term Loan On March 31, 2016, a subsidiary of SolarCity entered into an agreement for a term loan of $15.0 million. The term loan bears interest at an annual rate of one-month LIBOR plus 9.00% or, at our option, 8.00% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. The term loan is secured by substantially all of the assets of the subsidiary, including its rights under forward contracts to sell solar renewable energy credits, and is non-recourse to our other assets. On July 14, 2016, the same subsidiary entered into an agreement for another term loan with a total committed amount of $36.4 million. The term loan bears interest at an annual rate of one-month LIBOR plus 5.75% or, at our option, 4.75% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. The term loan is secured by substantially all of the assets of the subsidiary, including its rights under forward contracts to sell solar renewable energy credits, and is non-recourse to our other assets. From the acquisition date through December 31, 2016, SolarCity repaid $1.3 million of the principal outstanding under the term loans. Cash Equity Debt I In connection with the cash equity financing on May 2, 2016, SolarCity issued $121.7 million in aggregate principal of debt that bears interest at a fixed rate of 5.65% per annum. This debt is secured by, among other things, the interests in certain fi |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Common Stock | Note 14 - Common Stock In August 2015, we completed a public offering of common stock and sold a total of 3,099,173 shares of our common stock for total cash proceeds of approximately $738.3 million (which includes 82,645 shares or $20.0 million sold to our CEO, net of underwriting discounts and offering costs). In May 2016, we completed a public offering of common stock and sold a total of 7,915,004 shares of our common stock for total cash proceeds of approximately $1.7 billion, net of underwriting discounts and offering costs. On November 21, 2016, we completed the acquisition of SolarCity (see Note 3) and exchanged 11,124,497 shares of our common stock for 101,131,791 shares of SolarCity common stock in accordance with the terms of the Merger Agreement. |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | Note 15 - Equity Incentive Plans In 2010, we adopted the 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock options, RSUs and stock purchase rights to our employees, directors and consultants. Options granted under the 2010 Plan may be either incentive options or nonqualified stock options. Incentive stock options may be granted only to our employees including officers and directors. Nonqualified stock options and stock purchase rights may be granted to our employees and consultants. Generally, our stock options and RSUs vest over four years and are exercisable over a period not to exceed the contractual term of ten years from the date the stock options are granted. Continued vesting typically terminates when the employment or consulting relationship ends. In addition, as a result of our acquisition of SolarCity, we have assumed its equity award plans, and its outstanding equity awards as of the Acquisition Date. The equity awards of SolarCity were converted into equity awards to acquire Tesla common stock in share amounts and prices based on the Exchange Ratio, with the equity awards retaining the same vesting and other terms and conditions as in effect immediately prior to the acquisition. The vesting and other terms and conditions of the assumed equity awards are substantially the same as those of the 2010 Plan. As of December 31, 2016, 4,698,501 of common shares were reserved and available for future issuance under the 2010 Plan. The following table summarizes stock option and RSU activity under the 2010 Plan: Outstanding Stock Options Outstanding RSUs Weighted- Weighted- Weighted- Average Average Average Remaining *Aggregate Grant Number of Exercise Contractual Intrinsic Number Date Fair Options Price Life (Years) Value of RSUs Value Balance, December 31, 2015 20,015,180 $ 46.14 2,439,674 $ 219.90 Assumed through acquisition 1,304,104 283.35 382,611 185.04 Granted 853,960 211.10 2,797,973 202.59 Exercised (8,735,830 ) 12.84 — — Cancelled (561,992 ) 218.58 (519,908 ) 215.07 Released — — (1,018,261 ) 212.96 Balance, December 31, 2016 12,875,422 $ 96.50 5.8 $ 1.72 4,082,089 $ 207.11 Vested and expected to vest, December 31, 2016 12,875,422 $ 96.50 5.8 $ 1.72 4,082,089 Exercisable and vested, December 31, 2016 7,817,124 $ 77.70 5.2 $ 1.19 — *Aggregate intrinsic value in billions The aggregate intrinsic value represents the total pretax intrinsic value (i.e., the difference between our common stock price and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options. The total intrinsic value of options exercised was $1.68 billion, $395.6 million and $446.9 million for the years ended December 31, 2016, 2015 and 2014. Fair Value Assumptions We utilize the fair value method in recognizing stock-based compensation expense. Under the fair value method, we estimated the fair value of each option award and the ESPP on the grant date generally using the Black-Scholes option pricing model and the weighted-average assumptions noted in the following table. Year Ended December 31, 2016 2015 2014 Risk-free interest rate: Stock options 1.5 % 1.6 % 1.9 % ESPP 0.6 % 0.3 % 0.1 % Expected term (in years): Stock options 6.2 5.4 6.0 ESPP 0.5 0.5 0.5 Expected volatility: Stock options 47 % 48 % 55 % ESPP 41 % 42 % 46 % Dividend yield: Stock options 0.0 % 0.0 % 0.0 % ESPP 0.0 % 0.0 % 0.0 % The risk-free interest rate that we use is based on the United States Treasury yield in effect at the time of grant for zero coupon United States Treasury notes with maturities approximating each grant’s expected life. Given our limited history with employee grants, we use the “simplified” method in estimating the expected term for our employee grants. The “simplified” method, as permitted by the SEC Staff, is calculated as the average of the time-to-vesting and the contractual life of the options. Beginning in 2015, our expected volatility is derived from our implied volatility on publicly traded options of our common stock and the historical volatility of our common stock. Prior to 2015, our expected volatility was derived from our implied volatility on publicly traded options of our common stock and the historical volatilities of several unrelated public companies within industries related to our business, including the automotive OEM, automotive retail, automotive parts and battery technology industries, because we had limited trading history on our common stock. When making the selections of our peer companies within industries related to our business to be used in the volatility calculation, we also considered the stage of development, size and financial leverage of potential comparable companies. Our historical volatility and implied volatility are weighted based on certain qualitative factors and combined to produce a single volatility factor. The weighted-average grant-date fair value for option awards granted during the years ended December 31, 2016, 2015 and 2014 was $98.7, $108.28 and $94.01 per share. The weighted-average grant-date fair value for ESPP granted during the years ended December 31, 2016, 2015 and 2014 was $51.31, $58.77 and $74.07 per share. The fair value of RSUs is measured on the grant date based on the closing fair market value of our common stock. 2014 Performance-based Stock Options Grants In 2014, to create incentives for continued long term success beyond the Model S program and to closely align executive pay with our stockholders’ interests in the achievement of significant milestones by our Company, the Compensation Committee of our Board of Directors granted stock options to certain employees to purchase an aggregate 1,073,000 shares of our common stock. Each such grant consists of four vesting tranches with a vesting schedule based entirely on the attainment of future performance milestones, assuming continued employment and service to us through each vesting date. • 1/4th of the shares subject to the options are scheduled to vest upon completion of the first Model X Production Vehicle; • 1/4th of the shares subject to the options are scheduled to vest upon achieving aggregate vehicle production of 100,000 vehicles in a trailing 12-month period; • 1/4th of the shares subject to the options are scheduled to vest upon completion of the first Model 3 Production Vehicle; and • 1/4th of the shares subject to the options are scheduled to vest upon achievement of annualized gross margin of greater than 30.0% in any three years As of December 31, 2016, the following performance milestone was achieved and approved by our Board of Directors. • Completion of the first Model X Production Vehicle As of December 31, 2016, the following performance milestone was considered probable of achievement. • Completion of the first Model 3 Production Vehicle; and • Achieving aggregate vehicle production of 100,000 vehicles in a trailing 12-month period We begin recording stock-based compensation expense as each milestone becomes probable. As of December 31, 2016, we had unrecognized compensation expense of $17.5 million for those performance milestones that were not considered probable of achievement. For the years ended December 31, 2016, 2015 and 2014, we recorded stock-based compensation expense of $25.3 million, $10.4 million and $10.7 million related to this grant. 2012 CEO Grant In August 2012, our Board of Directors granted 5,274,901 stock options to our CEO (the “2012 CEO Grant”). The 2012 CEO Grant consists of ten vesting tranches with a vesting schedule based entirely on the attainment of both performance conditions and market conditions, assuming continued employment and service to us through each vesting date. Each of the ten vesting tranches requires a combination of one of the ten pre-determined performance milestones and an incremental increase in our market capitalization of $4.0 billion, as compared to the initial market capitalization of $3.2 billion measured at the time of the 2012 CEO Grant. As of December 31, 2016, the market conditions for seven vesting tranches and the following five performance milestones were achieved and approved by our Board of Directors: • Successful completion of the Model X Alpha Prototype; • Successful completion of the Model X Beta Prototype; • Completion of the first Model X Production Vehicle; • Aggregate vehicle production of 100,000 vehicles; and • Successful completion of the Model 3 Alpha Prototype. As of December 31, 2016, the following performance milestones were considered probable of achievement: • Successful completion of the Model 3 Beta Prototype; • Completion of the first Model 3 Production Vehicle; • Aggregate vehicle production of 200,000 vehicles; and • Aggregate vehicle production of 300,000 vehicles. We expect that the next performance milestone to be achieved will be the successful completion of the Model 3 Beta Prototype, which would be achieved upon the determination by our Board of Directors that an eligible prototype has been completed. Candidates for such prototype are among the vehicles that we are currently building as part of our ongoing testing of our Model 3 vehicle design and manufacturing processes. We begin recording stock-based compensation expense as each milestone becomes probable. As of December 31, 2016, we had $4.9 million of total unrecognized compensation expense for those performance milestones that were considered probable of achievement and will be recognized over a weighted-average period of 2.3 years. As of December 31, 2016, we had unrecognized compensation expense of $6.1 million for those performance milestones that were not considered probable of achievement. For the years ended December 31, 2016, 2015, and 2014, we recorded stock-based compensation expense of $15.8 million, $10.6 million and $25.0 million. Our CEO his Summary Stock Based Compensation Information The following table summarizes the stock-based compensation expense by line item in the consolidated statements of operations (in thousands): Year Ended December 31, 2016 2015 2014 Cost of sales $ 30,400 $ 19,244 $ 17,454 Research and development 154,632 89,309 62,601 Selling, general and administrative 149,193 89,446 76,441 Total $ 334,225 $ 197,999 $ 156,496 We realized no income tax benefit from stock option exercises in each of the periods presented due to recurring losses and valuation allowances. As of December 31, 2016, we had $772.9 million of total unrecognized compensation expense, net, of estimated forfeitures, related to non-performance awards that will be recognized over a weighted-average period of 2.8 years. Employee Stock Purchase Plan Employees are eligible to purchase common stock through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The purchase price of the shares on each purchase date is equal to 85% of the lower of the fair market value of our common stock on the first and last trading days of each six-month offering period. During the years ended December 31, 2016, 2015 and 2014, we issued 321,788, 220,571 and 163,600 shares under the ESPP for $51.7 million, $37.5 million and $28.6 million, respectively. A total of 3,615,749 shares of common stock have been reserved for issuance under the ESPP, and there were 1,794,063 shares available for issuance under the ESPP as of December 31, 2016. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 - Income Taxes A provision for income taxes of $26.7 million, $13.0 million and $9.4 million has been recognized for the years ended December 31, 2016, 2015 and 2014, respectively, related primarily to our subsidiaries located outside of the United States. Our loss before income taxes for the years ended December 31, 2016, 2015 and 2014 was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ 130,718 $ 415,694 $ 60,451 Noncontrolling interest and redeemable noncontrolling interest 98,132 — — Foreign 517,498 459,930 224,185 Loss before income taxes $ 746,348 $ 875,624 $ 284,636 The components of the provision for income taxes for the years ended December 31, Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State 568 525 257 Foreign 53,962 10,342 9,203 Total current 54,530 10,867 9,460 Deferred: Federal — — — State — — — Foreign (27,832 ) 2,172 (56 ) Total deferred (27,832 ) 2,172 (56 ) Total provision for income taxes $ 26,698 $ 13,039 $ 9,404 Deferred tax assets (liabilities) as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Deferred tax assets: Net operating loss carry-forwards $ 648,652 $ 404,377 Research and development credits 208,499 73,068 Other tax credits 106,530 30,079 Deferred revenue 268,434 162,272 Inventory and warranty reserves 95,570 53,410 Depreciation and amortization — 66 Stock-based compensation 120,955 71,009 Financial Instruments — 35,073 Investment in certain financing funds 237,759 — Accruals and others 67,769 29,547 Total deferred tax assets 1,754,168 858,901 Valuation allowance (1,022,705 ) (668,432 ) Deferred tax assets, net of valuation allowance 731,463 190,469 Deferred tax liabilities: Depreciation and amortization (679,969 ) (188,240 ) Other (3,779 ) (4,309 ) Financial Instruments (22,033 ) — Total deferred tax liabilities (705,781 ) (192,549 ) Deferred tax assets, net of valuation allowance and deferred tax liabilities $ 25,682 $ (2,080 ) Reconciliation of statutory federal income taxes to our effective taxes for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Tax at statutory federal rate $ (261,222 ) $ (306,470 ) $ (99,622 ) State tax, net of federal benefit 568 525 257 Nondeductible expenses 26,547 16,711 15,238 Foreign income rate differential 206,470 172,259 86,734 U.S. tax credits (162,865 ) (43,911 ) (26,895 ) Noncontrolling interests and redeemable noncontrolling interests adjustment 21,964 — — Investment in certain financing bonds (31,055 ) — — Other reconciling items 785 1,232 877 Change in valuation allowance 225,506 172,693 32,815 Provision for income taxes $ 26,698 $ 13,039 $ 9,404 As of December 31, 2016, we recorded a valuation allowance of $1.02 billion for the portion of the deferred tax asset that we do not expect to be realized. The valuation allowance on our net deferred taxes increased by $354.3 million during the year ended December 31, 2016. The valuation allowance increase is primarily due to additional U.S. deferred tax assets incurred in the current year that cannot be realized, inclusive of $169.3 million increase relating to the SolarCity acquisition, and offset by immaterial valuation allowance releases in foreign jurisdictions. Management believes that based on the available information, it is more likely than not that the U.S. deferred tax assets will not be realized, such that a full valuation allowance is required against all U.S. deferred tax assets. We have net $33.1 million of deferred tax assets in foreign jurisdictions which we believe are more-likely-than-not to be fully realized given the expectation of future earnings in these jurisdictions. As of December 31, 2016, we had approximately $4.34 billion of federal and $3.01 billion of state net operating loss carry-forwards available to offset future taxable income, which will not begin to significantly expire until 2024 for federal and 2017 for state purposes. A portion of these losses were generated by SolarCity prior to our acquisition and therefore are subject to change of control provisions which limit the amount of acquired tax attributes that can be utilized in a given tax year. We do not expect these change of control limitations to significantly impact our ability to utilize these attributes. The portion of net operating loss carryforwards related to stock options is approximately $2.39 billion and $1.42 billion for federal and state purposes, respectively, of which the tax benefits will be credited to additional paid-in capital when realized. Upon the adoption of ASU No. 2016-09, all tax effects related to share-based payments will be recognized through earnings, subject to normal valuation allowance considerations. We expect that any potential tax benefits, upon adoption of ASU No. 2016-09, would increase our deferred tax asset which would be offset with a full valuation allowance. We have research and development tax credits of approximately $153.0 million and $163.6 million for federal and state income tax purposes, respectively. If not utilized, the federal research and development tax credits will expire in various amounts beginning in 2024. However, the state research and development tax credits can be carried forward indefinitely. In addition, we have other general business tax credits of approximately $105.5 million for federal income tax purposes, which will not begin to significantly expire until 2033. The Company has an immaterial amount of undistributed foreign earnings as of December 31, 2016. In addition, we have not recognized a deferred tax liability for the remittance of any undistributed foreign earnings to the United States as such earnings are intended to be indefinitely reinvested in operations outside the United States. Federal and state laws can impose substantial restrictions on the utilization of net operating loss and tax credit carry-forwards in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code. We determined that no significant limitation would be placed on the utilization of our net operating loss and tax credit carry-forwards due to any prior ownership changes. Uncertain Tax Positions The aggregate changes in the balance of our gross unrecognized tax benefits during the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands): January 1, 2014 $ 13,370 Increases in balances related to prior year tax positions 56 Increases in balances related to current year tax positions 27,951 December 31, 2014 41,377 Increase in balances related to prior year tax positions 6,626 Increases in balances related to current year tax positions 51,124 December 31, 2015 99,127 Increase in balances related to prior year tax positions 28,677 Increases in balances related to current year tax positions 62,805 Assumed uncertain tax positions through acquisition 13,327 December 31, 2016 $ 203,936 Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense and was immaterial. As of December 31, 2016, unrecognized tax benefits of $198.3 million, if recognized, would not affect our effective tax rate as the tax benefits would increase a deferred tax asset which is currently fully offset with a full valuation allowance. We do not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. We file income tax returns in the United States, California, various states and foreign jurisdictions. Tax years 2003 to 2015 remain subject to examination for federal purposes, and tax years 2003 to 2015 remain subject to examination for California purposes. All net operating losses and tax credits generated to date are subject to adjustment for U.S. federal and California purposes. Tax years 2007 to 2015 remain open for examination in other U.S. state and foreign jurisdictions. The United States Tax Court has issued a decision in Altera Corp v. Commissioner related to the treatment of share-based compensation expense in a cost-sharing arrangement. As this decision, can be overturned upon appeal, we have not recorded any impact as of December 31, 2016. In addition, any potential tax benefits would increase our deferred tax asset which would be offset with a full valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17 - Commitments and Contingencies Operating Leases We have entered into various non-cancelable operating lease agreements for certain of our offices, manufacturing and warehouse facilities, retail and service locations, equipment, vehicles, solar energy systems and supercharger sites, throughout the world with various expiration dates through December 2030. Included within Operating Leases commitments in the table below are payments due under operating leases that have been accounted for as build-to-suit arrangements and are included in property, plant, and equipment in our Consolidated Balance Sheets. Rent expense for the years ended December 31, 2016, 2015 and 2014 was $116.8 million, $68.2 million and $46.3 million. Capital Leases for Equipment We have entered into various agreements to lease equipment under capital leases up to 60 months. The equipment under the leases are collateral for the lease obligations and are included within property, plant and equipment, net on the Consolidated Balance Sheets under the categories of computer equipment and software and office furniture and equipment. Future minimum commitments for leases as of December 31, 2016 are as follows (in thousands): Operating Capital Leases Leases 2017 $ 165,457 $ 38,712 2018 150,925 33,730 2019 125,148 23,793 2020 102,804 7,333 2021 88,950 2,746 Thereafter 292,693 16,259 Total minimum lease payments 925,977 122,573 Less: Amounts representing interest not yet incurred 9,592 Present value of capital lease obligations 112,981 Less: Current portion 35,497 Long-term portion of capital lease obligations $ 77,484 Build-to-Suit Lease Arrangement in Buffalo, New York As discussed in Note 8, Property, Plant and Equipment , Under the terms of the build-to-suit lease arrangement, we are required to achieve specific operational milestones during the initial term of the lease, which include employing a certain number of employees at the facility, within western New York and within the State of New York within specified time periods following the completion of the facility. We are also required to spend or incur approximately $5.0 billion in combined capital, operational expenses and other costs in the State of New York over the 10 years following the achievement of full production. On an annual basis during the initial lease term, as measured on each anniversary of the commissioning of the facility, if we fail to meet its specified investment and job creation obligations, then we would be obligated to pay a $41.2 million “program payment” to the Foundation for each year that we fail to meet these requirements. Furthermore, if the agreement is terminated due to a material breach by us, then additional amounts might be payable by us. Due to our involvement with the construction of the facility, our exposure to any potential cost overruns and its other commitments under the agreement, we are deemed to be the owner of the facility and the manufacturing equipment owned by the Foundation for accounting purposes during the construction phase. Accordingly, as of December 31, 2016, we recorded a non-cash build-to-suit lease asset under construction of $783.9 million, and a corresponding build-to-suit lease liability on our consolidated balance sheets. The non-cash investing and financing activities related to the arrangement from the Acquisition Date through December 31, 2016 amounted to $5.6 million. Environmental Liabilities In connection with our Tesla Factory located in Fremont, California, we are obligated to pay for the remediation of certain environmental conditions existing at the time we purchased the property from New United Motor Manufacturing, Inc. (NUMMI). Tesla is responsible for the first $15 million of remediation costs and any costs in excess of $30 million or costs incurred after the ten-year anniversary of closing. NUMMI is responsible for remediation costs between $15 million and $30 million for up to 10 years from the closing date. Legal Proceedings From time to time, we are subject to various legal proceedings that arise from the normal course of business activities. In addition, from time to time, third parties may assert intellectual property infringement claims against us in the form of letters and other forms of communication. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our results of operations, prospects, cash flows, financial position and brand. In November 2013, a putative securities class action lawsuit was filed against Tesla in U.S. District Court, Northern District of California, alleging violations of, and seeking remedies pursuant to, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5. The complaint made claims against Tesla and our CEO, Elon Musk, sought damages and attorney’s fees on the basis of allegations that, among other things, Tesla and Mr. Musk made false and/or misleading representations and omissions, including with respect to the safety of Model S. This case was brought on behalf of a putative class consisting of certain persons who purchased Tesla’s securities between August 19, 2013 and November 17, 2013. On September 26, 2014, the trial court, upon the motion of Tesla and Mr. Musk, dismissed the complaint with prejudice, and thereafter issued a formal written order to that effect. The plaintiffs appealed from the trial court’s order, and on December 21, 2016, the Court of Appeals affirmed the trial court’s decision dismissing the complaint with prejudice. On March 28, 2014, a purported stockholder class action was filed in the United States District Court for the Northern District of California against SolarCity and two of its officers. The complaint alleges violations of federal securities laws, and seeks unspecified compensatory damages and other relief on behalf of a purported class of purchasers of SolarCity’s securities from March 6, 2013 to March 18, 2014. After a series of amendments to the original complaint, the District Court dismissed the amended complaint and entered a judgment in SolarCity’s favor on August 9, 2016. The plaintiffs have filed a notice of appeal. We believe that the claims are without merit and intend to defend against this lawsuit vigorously. We are unable to estimate the possible loss, if any, associated with this lawsuit. On August 15, 2016, a purported stockholder class action lawsuit was filed in the United States District Court for the Northern District of California against SolarCity, two of its officers and a former officer. The complaint alleges that SolarCity made projections of future sales and installations that it failed to achieve and that these projections were fraudulent when made. The plaintiffs claim violations of federal securities laws and seek unspecified compensatory damages and other relief on behalf of a purported class of purchasers of SolarCity’s securities from May 5, 2015 to February 16, 2016. We believe that the claims are without merit and intend to defend against them vigorously. We are unable to estimate the possible loss, if any, associated with this lawsuit. Between September 1, 2016 and October 5, 2016, seven lawsuits were filed in the Court of Chancery of the State of Delaware by purported stockholders of Tesla challenging Tesla’s acquisition of SolarCity. On October 10, the Court entered orders consolidating these lawsuits and appointing lead plaintiffs and lead counsel. The consolidated lawsuit is captioned as In re Tesla Motors, Inc., Stockholders Litigation, C.A. No. 12711-VCS. It names as defendants the members of Tesla’s board of directors and alleges, among other things, that the members of Tesla’s board of directors breached their fiduciary duties in connection with the SolarCity acquisition. It asserts claims derivatively on behalf of Tesla and directly on behalf of a putative class of Tesla stockholders. It seeks, among other relief, damages in an unspecified amount and attorneys’ fees and costs. On January 27, 2017, defendants filed a motion to dismiss the operative complaint. After receiving the motion, plaintiffs indicated that they intend to file an amended complaint rather than respond to the defendants’ motion to dismiss. Tesla believes that the lawsuit is without merit. In July 2012, SolarCity, along with other companies in the solar energy industry, received a subpoena from the U.S. Treasury Department’s Office of the Inspector General to deliver certain documents in SolarCity’s possession that were dated, created, revised or referred to after January 1, 2007 and that relate to SolarCity’s applications for U.S. Treasury grants or communications with certain other solar energy development companies or with certain firms that appraise solar energy property for U.S Treasury grant application purposes. The Inspector General and the Civil Division of the U.S. Department of Justice are investigating the administration and implementation of the U.S Treasury grant program relating to the fair market value of the solar energy systems that SolarCity submitted in U.S. Treasury grant applications. SolarCity has accrued a reserve for its potential liability associated with this ongoing investigation as of December 31, 2016. In February 2013, two of SolarCity’s financing funds filed a lawsuit in the United States Court of Federal Claims against the United States government, seeking to recover approximately $14.0 million that the United States Treasury was obligated to pay, but failed to pay, under Section 1603 of the American Recovery and Reinvestment Act of 2009. In February 2016, the government filed a motion seeking leave to assert a counterclaim against the two plaintiff funds on the grounds that the government, in fact, paid them more, not less, than they were entitled to as a matter of law. We believe that the government’s claims are without merit and expect the plaintiff funds to litigate the case vigorously. Trial in the case is set for the latter half of 2017 From time to time, we have received requests for information from regulators and governmental authorities, such as the National Highway Traffic Safety Administration, the National Transportation Safety Board and the Securities and Exchange Commission. We are also subject to various other legal proceedings that arise from the normal course of business activities. In addition, from time to time, third parties may assert intellectual property infringement claims against us in the form of letters and other forms of communication. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our results of operations, prospects, cash flows, financial position and brand. Indemnification and Guaranteed Returns As disclosed in Note 18, VIE Arrangements , and Note 19, Lease Pass-Through Financing Obligation The maximum potential future payments that we could have to make under this obligation would depend on the difference between the fair values of the solar energy systems sold or transferred to the funds as determined by us and the values that the U.S. Treasury Department would determine as fair value for the systems for purposes of claiming U.S. Treasury grants or the values the IRS would determine as the fair value for the systems for purposes of claiming ITCs or U.S. Treasury grants. We claim U.S. Treasury grants based on guidelines provided by the U.S. Treasury department and the statutory regulations from the IRS. We use fair values determined with the assistance of independent third-party appraisals commissioned by us as the basis for determining the ITCs that are passed-through to and claimed by the fund investors. Since we cannot determine future revisions to U.S. Treasury Department guidelines governing system values or how the IRS will evaluate system values used in claiming ITCs or U.S. Treasury grants, we are unable to reliably estimate the maximum potential future payments that it could have to make under this obligation as of each balance sheet date. We are eligible to receive certain state and local incentives that are associated with renewable energy generation. The amount of incentives that can be claimed is based on the projected or actual solar energy system size and/or the amount of solar energy produced. We also currently participate in one state’s incentive program that is based on either the fair market value or the tax basis of solar energy systems placed in service. State and local incentives received are allocated between us and fund investors in accordance with the contractual provisions of each fund. We are not contractually obligated to indemnify any fund investor for any losses they may incur due to a shortfall in the amount of state or local incentives actually received. As disclosed in Note 18, we are contractually required to make payments to one fund investor to ensure that the fund investor achieves a specified minimum internal rate of return. The fund investor has already received a significant portion of the projected economic benefits from U.S. Treasury grant distributions and tax depreciation benefits. The contractual provisions of the fund state that the fund has an indefinite term unless the members agree to dissolve the fund. Based on our current financial projections regarding the amount and timing of future distributions to the fund investor, we do not expect to make any payments as a result of this guarantee and has not accrued any liabilities for this guarantee. The amount of potential future payments under this guarantee is dependent on the amount and timing of future distributions to the fund investor and future tax benefits that accrue to the fund investor. Due to the uncertainties surrounding estimating the amounts of these factors, we are unable to estimate the maximum potential payments under this guarantee. To date, the fund investor has achieved the specified minimum internal rate of return as determined in accordance with the contractual provisions of the fund. As disclosed in Note 19, the lease pass-through financing funds have a one-time lease payment reset mechanism that occurs after the installation of all solar energy systems in a fund. As a result of this mechanism, we may be required to refund master lease prepayments previously received from investors. Any refunds of master lease prepayments would reduce the lease pass-through financing obligation. Letters of Credit As of December 31, 2016, we had $105.1 million of unused letters of credit outstanding. |
VIE Arrangements
VIE Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity Disclosure [Abstract] | |
VIE Arrangements | Note 18 – VIE Arrangements SolarCity enters into various arrangements with investors to facilitate funding and monetization of solar energy systems. These arrangements include those described in this Note, as well as those described in Note 19, Lease Pass-Through Financing Obligation . Fund Arrangements SolarCity has a number of financing funds that were formed by wholly owned subsidiaries of SolarCity and fund investors. These arrangements were created to facilitate funding and monetization of solar energy systems. The following table shows the number of funds by investor classification, carrying value of the solar energy systems in the funds, total investor contributions received and undrawn investor contributions as of December 31, 2016 (in thousands , except for number of funds, and unaudited) for funds that have been determined to be VIEs: Investor Classification Number of funds Total Investor Contributions Received Undrawn Investor Contributions Carrying Value of Solar Energy Systems Financial institutions 34 $ 2,623,918 $ 106,850 $ 3,085,024 Corporations 8 1,020,058 130,209 1,353,193 Utilities 4 278,888 35,033 178,280 Other investors 1 1,788 — 1,946 Total 47 $ 3,924,652 $ 272,092 $ 4,618,443 We have determined that the funds are VIEs and we are the primary beneficiary of these VIEs by reference to the power and benefits criterion under ASC 810, Consolidation As the primary beneficiary of these VIEs, we consolidate in our financial statements the financial position, results of operations and cash flows of these VIEs, and all intercompany balances and transactions between us and these VIEs are eliminated in the consolidated financial statements. Cash distributions of income and other receipts by a fund, net of agreed upon expenses, estimated expenses, tax benefits and detriments of income and loss and tax credits, are allocated to the fund investor and our subsidiary as specified in contractual agreements. Generally, our subsidiary has the option to acquire the fund investor’s interest in the fund for an amount based on the market value of the fund or the formula specified in the contractual agreements. As of December 31, 2016, we were contractually required to make payments to a fund investor in order to ensure the investor is projected to achieve a specified minimum return annually. The amounts of any potential future payments under this guarantee are dependent on the amounts and timing of future Distributions to the investor from the fund, the tax benefits that accrue to the investor from the fund’s activities and the amount and timing of our purchase of the investor’s interest in the fund or the amount and timing of the distributions to the investor upon liquidation of the fund. Due to uncertainties associated with estimating the amount and timing of distributions to the investor and the possibility and timing of the liquidation of the fund, we are unable to determine the potential maximum future payments that it would have to make under this guarantee. Upon the sale or liquidation of a fund, distributions would occur in the order and priority specified in the contractual agreements. Pursuant to management services, maintenance and warranty arrangements, we have been contracted to provide services to the funds, such as operations and maintenance support, accounting, lease servicing and performance reporting. In some instances, we have guaranteed payments to the investors as specified in the contractual agreements. A fund’s creditors have no recourse to our general credit or to that of other funds. None of the assets of the funds had been pledged as collateral for their obligations. We present the solar energy systems in the VIEs under solar energy systems, leased and to be leased – net in our Consolidated Balance Sheets. The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of intercompany transactions and balances, in our Consolidated Balance Sheets were as follows (in thousands): December Assets Current assets: Cash and Cash equivalents $ 44,091 Restricted cash 20,916 Accounts receivable- net 16,023 Rebates receivable 6,646 Prepaid expenses and other current assets 7,532 Total current assets 95,208 Solar energy systems, leased and to be leased- net 4,618,443 Other assets 35,826 Total assets $ 4,749,477 Liabilities Current liabilities: Accounts Payable $ 20 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 24,085 Accrued and other current liabilities 8,157 Customer deposits 1,169 Current portion of deferred revenue 17,114 Current portion of long-term debt 89,356 Total current liabilities 139,901 Deferred revenue, net of current portion 178,783 Long-term debt, net of current portion 466,741 Other liabilities and deferred costs 82,917 Total Liabilities $ 868,342 We are contractually obligated to make certain fund investors whole if they suffer certain losses resulting from the disallowance or recapture of ITCs or U.S. Treasury grants. We account for distributions due to the fund investors arising from a reduction of anticipated ITCs or U.S. Treasury grants received under distributions payable to noncontrolling interests and redeemable noncontrolling interests in our Consolidated Balance Sheets. As of December 31, 2016, we had accrued $0.3 million for this obligation. |
Lease Pass-Through Financing Ob
Lease Pass-Through Financing Obligation | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Lease Pass-Through Financing Obligation | Note 19 - Lease Pass-Through Financing Obligation Through December 31, 2016, SolarCity had entered into eight transactions referred to as “lease pass-through fund arrangements.” Under these arrangements, our wholly owned subsidiaries finance the cost of solar energy systems with investors through arrangements contractually structured as master leases for an initial term ranging between 10 and 25 years. These solar energy systems are subject to lease or power purchase agreements with customers with an initial term not exceeding 20 years. These solar energy systems are included under solar energy systems, leased and to be leased – net in our Consolidated Balance Sheets. The cost of the solar energy systems under the lease pass-through fund arrangements as of December 31, 2016 was $785.3 million. The accumulated depreciation related to these assets as of December 31, 2016 was $2.1 million. The total lease pass-through financing obligation as of December 31, 2016 was $122.3 million, of which $51.5 million was classified as current liabilities. Under lease pass-through fund arrangements, the investors make a large upfront payment to the lessor, which is one of our subsidiaries, and in some cases, subsequent periodic payments. We allocate a portion of the aggregate payments received from the investors to the estimated fair value of the assigned ITCs, and the balance to the future customer lease payments that are also assigned to the investors. The estimated fair value of the ITCs are determined by discounting the estimated cash flows impact of the ITCs using an appropriate discount rate that reflects a market interest rate. We have an obligation to ensure the solar energy system is in service and operational for a term of five years to avoid any recapture of the ITCs. The amounts allocated to ITCs are initially recorded as deferred revenue on our Consolidated Balance Sheets, and subsequently, one-fifth of the amounts allocated to ITCs is recognized as revenue from operating leases and solar energy systems incentives on our Consolidated Statements of Operations on each anniversary of the solar energy system’s placed in service date over the next five years. We account for the residual of the payments received from the investors as a borrowing by recording the proceeds received as a lease pass-through financing obligation, which is repaid from customer payments and incentive rebates that are expected to be received by the investors. Under this approach, we continue to account for the arrangement with the customers in its consolidated financial statements, whether the cash generated from the customer arrangements is received by us or paid directly to the investors. A portion of the amounts received by the investors from customer payments and incentive rebates is applied to reduce the lease pass-through financing obligation, and the balance is allocated to interest expense. The incentive rebates and customer payments are recognized into revenue consistent with our revenue recognition accounting policy. Interest is calculated on the lease pass-through financing obligation using the effective interest rate method. The effective interest rate is the interest rate that equates the present value of the cash amounts to be received by an investor over the master lease term with the present value of the cash amounts paid by the investor to us, adjusted for any payments made by us. The lease pass-through financing obligation is non-recourse once the associated assets have been placed in service and all the customer arrangements have been assigned to the investors. As of December 31, 2016, the future minimum lease payments to be received from the investors based on the solar energy systems currently under the lease pass-through fund arrangements, for each of the next five years and thereafter, were as follows (in thousands): 2017 $ 37,208 2018 37,653 2019 36,371 2020 35,622 2021 35,413 Thereafter 381,289 Total $ 563,556 For two of the lease pass-through fund arrangements, our subsidiaries have pledged its assets to the investors as security for their obligations under the contractual agreements. For each of the lease pass-through fund arrangements, we are required to comply with certain financial covenants specified in the contractual agreements, which we had met as of December 31, 2016. Under the lease pass-through fund arrangements, we are responsible for any warranties, performance guarantees, accounting and performance reporting. Under the lease pass-through fund arrangements, there is a one-time future lease payment reset mechanism that is set to occur after all of the solar energy systems are delivered and placed in service in a fund. This reset date occurs when the installed capacity of the solar energy systems and placed in-service dates are known or on an agreed upon date. As part of this reset process, the lease prepayment is updated to reflect certain specified conditions as they exist at such date, including the final installed capacity, cost and in-service dates of the solar energy systems. As a result of this reset process, we may be obligated to refund a portion of an investor’s master lease prepayments or may be entitled to receive an additional master lease prepayment from an investor. Any additional master lease prepayments by an investor would be recorded as an additional lease pass-through financing obligation, while any refunds of master lease prepayments would reduce the lease pass-through financing obligation. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 20 - Defined Contribution Plan We have a 401(k) savings plan (“the 401(k) plan”) which qualifies as a deferred salary arrangement under section 401(k) of the Internal Revenue Code. Under the 401(k) plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. We assumed the SolarCity 401(k) plan, or the Retirement Plan, available to employees who meet the Retirement Plan’s eligibility requirements. Participants may elect to contribute a percentage of their compensation to the Retirement Plan, up to a statutory limit. Participants are fully vested in their contributions. We did not make any contributions to the Retirement Plan during the years ended December 31, 2016, 2015 and 2014. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 21 – Related Party Transactions Through the SolarCity acquisition, we have entered into the following related party transactions (in thousands): December 31, 2016 Solar bonds issued to related parties $ 265,100 Convertible senior notes due to related parties 13,000 Due to related parties (primarily accrued interest on the Solar Bonds and Convertible Senior notes, included in accrued and other current liabilities) $ 5,136 The related party transactions were primarily issuances and maturities of Solar Bonds held by SpaceX, our Chief Executive Officer, SolarCity’s Chief Executive Officer, and SolarCity’s Chief Technology Officer and issuances of convertible senior notes to an entity affiliated with our Chief Executive Officer and SolarCity’s Chief Executive Officer. SpaceX is considered a related party because our Chief Executive Officer is the Chief Executive Officer, Chief Technology Officer, Chairman, and a significant stockholder of SpaceX. As of December 31, 2016, SpaceX held $90.0 million in aggregate principal amount of 4.40% Solar Bonds due in March 2017 and $75.0 million in aggregate principal amount of 4.40% Solar Bonds due in June 2017. In addition, our Chief Executive Officer, SolarCity’s Chief Executive Officer, and SolarCity’s Chief Technology Officer collectively held $100.0 million in aggregate principal amount of 6.50% Solar Bonds due in February 2018. From the Acquisition Date through December 31, 2016, the interest expense recognized for debt held by related parties was not material. |
Quarterly Results of Operations
Quarterly Results of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | Note 22 - Quarterly Results of Operations (Unaudited) The following table includes selected quarterly results of operations data for the years ended December 31, 2016 and 2015 (in thousands, except per share amounts): Three months ended March 31 June 30 September 30 December 31 2016 Total revenues $ 1,147,048 $ 1,270,017 $ 2,298,436 $ 2,284,631 Gross profit 252,468 274,776 636,735 435,278 Net income (loss) attributable to common stockholders (282,267 ) (293,188 ) 21,878 (121,337 ) Net income (loss) per share of common stock attributable to common stockholders, basic (2.13 ) (2.09 ) 0.15 (0.78 ) Net income (loss) per share of common stock attributable to common stockholders, diluted (2.13 ) (2.09 ) 0.14 (0.78 ) 2015 Total revenues $ 939,880 $ 954,976 $ 936,789 $ 1,214,379 Gross profit 260,073 213,370 231,496 218,564 Net loss attributable to common stockholders (154,181 ) (184,227 ) (229,858 ) (320,397 ) Net loss per share of common stock attributable to common stockholders, basic (1.22 ) (1.45 ) (1.78 ) (2.44 ) Net loss per share of common stock attributable to common stockholders, diluted (1.22 ) (1.45 ) (1.78 ) (2.44 ) Net loss per share of common stock attributable to common stockholders, basic and diluted for the four quarters of each fiscal year may not sum to the total for the year because of the different numbers of shares outstanding during each period. |
Segment Reporting and Informati
Segment Reporting and Information about Geographic Areas | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting and Information about Geographic Areas | Note 23 – Segment Reporting and Information about Geographic Areas We operate as two reportable segments: automotive and energy generation and storage. The automotive reportable segment includes the design, development, manufacturing, and sales of electric vehicles. The energy generation and storage reportable segment includes the design, manufacture, installation, and sale or lease of stationary energy storage products and solar energy systems to residential and commercial customers, or sale of electricity generated by our solar energy systems to customers. Our chief operating decision maker (CODM) does not evaluate operating segments using asset information. The following tables set forth total revenues and gross margin by reportable segment (in thousands): Year Ended December 31, 2016 2015 2014 Automotive: Revenues $ 6,818,738 $ 4,031,548 $ 3,194,148 Gross profit 1,596,195 921,313 881,468 Energy generation and storage : Revenues 181,394 14,477 4,208 Gross profit 3,062 2,190 203 The following tables set forth total revenues and long-lived assets by geographic area (in thousands) : Total Revenues Year Ended December 31, 2016 2015 2014 United States $ 4,200,706 $ 1,957,397 $ 1,471,643 China 1,065,255 318,513 477,082 Norway 335,572 356,419 412,198 Other 1,398,599 1,413,696 837,433 Total $ 7,000,132 $ 4,046,025 $ 3,198,356 Revenues are attributed to geographic areas based on where the Company’s products are shipped. Long-lived Assets Year Ended December 31, 2016 2015 United States $ 11,399,545 $ 3,119,478 International 503,294 283,856 Total $ 11,902,839 $ 3,403,334 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 24 - Subsequent Events Acquisition of Grohmann Engineering GmbH On January 3, 2017, we completed the acquisition of Grohmann Engineering GmbH for approximately $150 million in cash. Management is currently determining the fair value of assets acquired and liabilities assumed necessary to evaluate the purchase price allocation for this transaction. New Debt Facility On January 27, 2017, a subsidiary of the Company issued $145.0 million in aggregate principal of solar loan-backed notes with a final maturity date of September 2049. The solar loan-backed notes are secured by certain customer loans under the MyPower program. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, and reflect the accounts and operations of Company and those of our subsidiaries in which we have a controlling financial interest. In accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 810, Consolidation 3 Acquisitions 18 VIE Arrangements |
Reclassifications | Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in our consolidated financial statements and the accompanying notes. Such reclassifications had no effect on previously reported results of operations or accumulated deficit. Starting in Q4, we have reclassified the revenue and cost of revenue of our energy storage products from ‘services and other’ into ‘energy generation and storage’ for all periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities and accompanying notes. Estimates are used for, but not limited to, determining the selling price of products and services in multiple element revenue arrangements and determining the amortization period of these elements, the collectability of accounts receivable, inventory valuation, fair value of long-lived assets, fair value of financial instruments, residual value of operating lease vehicles, depreciable lives of property and equipment and solar energy systems, the fair value and residual value of solar energy systems subject to leases, warranty liabilities, income taxes, contingencies, the accrued liability for solar energy system performance guarantees, the determination of lease pass-through financing obligations, the discount rates used to determine the fair value of investment tax credits, income taxes, the valuation of build-to-suit lease assets and the fair value of interest rate swaps, and inputs used to value stock-based compensation. In addition, estimates and assumptions are used for the accounting for business combinations, including the fair value and useful lives of acquired tangible and intangible assets, including solar energy systems, leased and to be leased, the fair value of assumed debt, and the fair value of noncontrolling interests. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition We recognize revenue for products and services when: (i) a persuasive evidence of an arrangement exists; (ii) delivery has occurred and there are no uncertainties regarding customer acceptance; (iii) pricing or fees are fixed or determinable; and (iv) collection is reasonably assured. Automotive Revenue Automotive revenue includes revenues related to deliveries of new vehicles, sales of regulatory credits to other automotive manufacturers, and specific other elements that meet the definition of a deliverable under multiple-element accounting guidance including free access to our Supercharger network, free internet connectivity, and future free over-the-air software updates. These deliverables are valued on a stand-alone basis and we recognize their revenue over our performance period, which is generally the eight-year life of the vehicle, except for internet connectivity which is over the free four year period. If we sell a deliverable separately, we use that pricing to determine its fair value; otherwise, we use third party pricing of similar options, our best estimated selling price by considering costs used to develop and deliver the service, and other information which may be available. As of December 31, 2016, and 2015 we had deferred $291.2 million and $138.2 million related to the purchase of vehicle maintenance and service plans, access to our Supercharger network, internet connectivity, autopilot and over-the-air software updates. At the time of revenue recognition, we record a reserve against revenue for estimated future product returns. Such estimates are based on historical experience and are immaterial in all periods presented. Automotive Leasing Revenue Automotive leasing revenue includes revenue recognized under lease accounting guidance for our direct leasing programs as well as programs with resale value guarantees. See “Resale Value Guarantees and Other Financing Programs” and “Direct Vehicle Leasing Program” for further details. Resale Value Guarantees and Other Financing Programs Vehicle sales to customers with a resale value guarantee We offered resale value guarantees or similar buy-back terms to all customers who purchase vehicles and who financed their vehicle through one of our specified commercial banking partners. Subsequent to June 30, 2016, this program is available only in certain international markets. Under this program, customers have the option of selling their vehicle back to us during the guarantee period for a determined resale value. Guarantee periods generally range from 36 to 39 months. Although we receive full payment for the vehicle sales price at the time of delivery, we are required to account for these transactions as operating leases. The amount of sale proceeds equal to the resale value guarantee is deferred until the guarantee expires or is exercised. The remaining sale proceeds are deferred and recognized on a straight-line basis over the stated guarantee period to automotive leasing revenue. The guarantee period expires at the earlier of the end of the guarantee period or the pay-off of the initial loan. We capitalize the cost of these vehicles on our Consolidated Balance Sheets as operating lease vehicles, net, and depreciate their value, less salvage value, to cost of automotive leasing revenue over the same period. In cases when a customer retains ownership of a vehicle at the end of the guarantee period, the resale value guarantee liability and any remaining deferred revenue balances related to the vehicle are settled to automotive leasing revenue and the net book value of the leased vehicle is expensed to costs of automotive leasing revenue. In cases when customers return the vehicle back to us during the guarantee period, we purchase the vehicle from the customer in an amount equal to the resale value guarantee and settle any remaining deferred balances to automotive leasing revenue and we reclassify the net book value of the vehicle on our balance sheet to pre-owned vehicle inventory. As of December 31, 2016 and December 31, 2015, Vehicle sales to leasing partners with a resale value guarantee We also offer resale value guarantees in connection with automobile sales to certain leasing partners. As we have guaranteed the value of these vehicles and as the vehicles are leased to end-customers, we account for these transactions as interest bearing collateralized borrowings as required under ASC 840 - Leases At the end of the lease term, we settle our liability in cash by either purchasing the vehicle from the leasing partner for the resale value guarantee amount, or paying a shortfall to the guarantee amount the leasing partner may realize on the sale of the vehicle. Any remaining balances within deferred revenue and resale value guarantee will be settled to automotive leasing revenue. In cases where the leasing partner retains ownership of the vehicle after the end of our guarantee period, we expense the net value of the leased vehicle to costs of automotive leasing revenue . The maximum cash we could be required to pay under this program, should we decide to repurchase all vehicles is $ million at December 31, 2016. As of December 31, 2016 and December 31, 2015, we had $ 1.18 billion 527.5 289.1 120.5 respectively. As of , 2016 and December 31, 2015, we had a total of $57.0 million and $33.6 million in account receivables from our leasing partners On a quarterly basis, we assess the estimated market values of vehicles under our resale value guarantee program to determine if we have sustained a loss on any of these contracts. As we accumulate more data related to the resale values of our vehicles or as market conditions change, there may be material changes to their estimated values. Account activity related to our resale value guarantee and similar programs consisted of the following for the periods presented (in thousands): Year ended December 31, 2016 2015 Operating Lease Vehicles Operating lease vehicles—beginning of period $ 1,556,529 $ 684,590 Net increase in operating lease vehicles 1,355,128 1,047,220 Depreciation expense recorded in cost of automotive leasing revenues (255,167 ) (130,355 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee (13,495 ) (21,487 ) Additional depreciation expense recorded in cost of automotive leasing revenues result of expiration (114,264 ) — Increases to inventory from vehicles returned under our trade- in program and exercises of resale value guarantee (66,670 ) (23,439 ) Operating lease vehicles—end of period $ 2,462,061 $ 1,556,529 Deferred Revenue Deferred revenue—beginning of period $ 679,132 $ 381,096 Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term 715,011 553,765 Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue (457,113 ) (229,624 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (5,192 ) (12,352 ) Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee (15,186 ) (13,753 ) Deferred revenue—end of period $ 916,652 $ 679,132 Resale Value Guarantee Resale value guarantee liability—beginning of period $ 1,430,573 $ 487,880 Increase in resale value guarantee 1,267,445 1,013,733 Reclassification from long-term to short-term collateralized borrowing (116,078 ) (29,612 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (16,543 ) (11,042 ) Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises (62,919 ) (30,386 ) Release of resale value guarantee resulting from expiration of resale value guarantee (112,551 ) — Resale value guarantee liability—end of period $ 2,389,927 $ 1,430,573 Direct Vehicle Leasing Program We offer a leasing program in the United States, Canada, the UK and Germany. Qualifying customers are permitted to lease a vehicle directly from Tesla generally for 36 or 48 months. At the end of the lease term, customers have the option of either returning the vehicle to us or purchasing it for a determined residual value. We account for these leasing transactions as operating leases and recognize leasing revenues over the contractual term and record the depreciation of these vehicles to cost of automotive leasing revenues. As of December 31, 2016 and December 31, 2015, we had deferred $67.2 million and $25.8 million of lease-related upfront payments which will be recognized on a straight-line basis over the contractual term of the individual leases. Lease revenues are recorded in automotive leasing revenue and for the years ended December 31, 2016, 2015 and 2014, we recognized $112.7 million and $41.2 million and $4.4 million. Regulatory Credits California and certain other states have laws in place requiring vehicle manufacturers to ensure that a portion of the vehicles delivered for sale in that state during each model year are zero emission vehicles. These laws and regulations provide that a manufacturer of zero emission vehicles may earn regulatory credits (ZEV credits) and may sell excess credits to other manufacturers who apply such credits to comply with these regulatory requirements. Similar regulations exist at the federal level that require compliance related to greenhouse gas emissions and also allow for the sale of excess credits by one manufacturer to other manufacturers. As a manufacturer solely of zero emission vehicles, we have earned emission credits, such as ZEV and GHG credits on vehicles, and we expect to continue to earn these credits in the future. We enter into contractual agreements with third parties to purchase our regulatory credits. We recognize revenue on the sale of these credits at the time legal title to the credits is transferred to the purchasing party as automotive revenue in our Consolidated Statements of Operations. Revenue from the sale of regulatory credits totaled $302.3 million, $168.7 million, and $216.3 million for the years ended December 31, 2016, 2015 and 2014. Additionally, we have entered into agreements with the State of Nevada and Storey County in Nevada that will provide abatements for sales and use taxes, real and personal property taxes, and employer excise taxes, discounts to the base tariff energy rates, and transferable tax credits. These incentives are available for the applicable periods beginning on October 17, 2014 and ending on June 30, 2034, subject to capital investments by Tesla and its partners for Gigafactory 1 of at least $3.5 billion in the aggregate on or before June 30, 2024, and certain other conditions specified in the agreements. If we do not satisfy one or more conditions under the agreement, Tesla will be required to repay to the respective taxing authorities the amounts of the tax incentives incurred, plus interest. As of December 31, 2016, we have earned $45 million of transferable tax credits under these agreements. We record these credits as earned when we have evidence there is a market for their sale. Credits are applied as a cost offset to either employee expense or to capital assets, depending on the source of the credits. Credits earned from employee hires or capital spending by our partners at Gigafactory 1 are recorded as a reduction to operating expenses. Energy Generation and Storage Revenue For solar energy systems and components sales wherein customers pay the full purchase price, either directly or through the Solar Loan program, revenue is recognized when we install a solar energy system and the solar energy system passes inspection by the utility or the authority having jurisdiction, provided all other revenue recognition criteria have been met. In instances where there are multiple deliverables in a single arrangement, we allocate the arrangement consideration to the various elements in the arrangement based on the relative selling price method. Costs incurred on residential installations before the solar energy systems are completed are included in inventories as work in progress in our consolidated balance sheets. However, any fees that are paid or payable by us to a Solar Loan lender would be recognized as an offset against solar energy systems and components sales revenue, in accordance with ASC 605-50, Customer Payments and Incentives For revenue arrangements where we are the lessor under operating lease agreements for solar energy systems, we record lease revenue from minimum lease payments, including upfront rebates and incentives earned from such systems, on a straight-line basis over the life of the lease term, assuming all other revenue recognition criteria are met. For incentives that are earned based on the amount of electricity generated by the system, we record revenue as the amounts are earned. The difference between the payments received and the revenue recognized is recorded as deferred revenue on our Consolidated Balance Sheets. For solar energy systems where customers purchase electricity from us under power purchase agreements, we have determined that these agreements should be accounted for, in substance, as operating leases pursuant to ASC 840. Revenue is recognized based on the amount of electricity delivered at rates specified under the contracts, assuming all other revenue recognition criteria are met. We record as deferred revenue any amounts that are collected from customers, including lease prepayments, in excess of revenue recognized. Deferred revenue also includes the portion of rebates and incentives received from utility companies and various local and state government agencies, which are recognized as revenue over the lease term, as well as the fees charged for remote monitoring service, which is recognized as revenue ratably over the respective customer contract term. As of December 31, 2016, deferred revenue related to such customer payments amounted to $268.2 million. As of December 31, 2016, deferred revenue from rebates and incentives was not material. We capitalize initial direct costs from the origination of solar energy system leases or power purchase agreements (the incremental cost of contract administration, referral fees and sales commissions) as an element of solar energy systems, leased and to be leased – net, and subsequently amortize these costs over the term of the related lease or power purchase agreement. Service and Other Revenue Services and other revenue consists of vehicle repair and maintenance services, vehicle service plans and merchandise, sales of pre-owned Tesla vehicles, sales of electric vehicle powertrain components and systems to other manufacturers, and sales of non-Tesla vehicle trade-ins. |
Cost of Revenue | Cost of Revenue Automotive Cost of automotive revenues includes direct parts, material and labor costs, manufacturing overhead, including amortized tooling costs, shipping and logistic costs, vehicle internet connectivity costs, allocations of electricity and infrastructure costs related to our Supercharger network, and reserves for estimated warranty expenses. Cost of 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 on-hand inventory that is either obsolete or is in excess of forecasted demand. Automotive Leasing Cost of automotive leasing revenue includes primarily the amortization of operating lease vehicles over the lease term, as well as warranty expenses recognized as incurred. Energy Generation and Storage Energy generation and storage cost of revenue includes direct and direct material and labor costs, warehouse rent, freight, warranty expense, other overhead costs and amortization of certain acquired intangible assets. In addition, where the arrangement is accounted for as operating leases, 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. Services and Other Cost of services and other revenue includes direct parts, material and labor costs, manufacturing overhead associated with the sales of electric vehicle powertrain components and systems to other manufacturers, costs associated with providing maintenance and development Sales and other Use Taxes Taxes assessed by various government entities, such as sales, use and value-added taxes, collected at the time of sale are excluded from Automotive net sales and revenue. Transportation Costs Amounts billed to customers related to shipping and handling are classified as automotive revenue, and related transportation costs are included in total cost of automotive revenues. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Marketing, Promotional and Advertising Costs | Marketing, Promotional and Advertising Costs Marketing, promotional and advertising costs are expensed as incurred and are included as an element of selling, general and administrative expense in our Consolidated Statements of Operations. We incurred marketing, promotional and advertising costs of $48.0 million, $58.3 million and $48.9 million for the year ended December 31, 2016, 2015 and 2014, respectively. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We record liabilities related to uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive Income (loss) is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on derivatives, our available-for-sale marketable securities, and foreign currency translation adjustment that have been excluded from the determination of net loss. |
Stock-Based Compensation | Stock-based Compensation We recognize compensation expense for costs related to all share-based payments, including stock options, restricted stock units (RSUs) and our employee stock purchase plan (the ESPP). The fair value of stock options and the ESPP are estimated on the grant date and offering date using an option pricing model, respectively. The fair value of RSUs is measured on the grant date based on the closing fair market value of our common stock. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, net of estimated forfeitures. Stock-based compensation associated with assumed awards as a result of the SolarCity acquisition is measured as of the acquisition date using the relevant assumptions and recognized on a straight-line basis over the remaining requisition service period, net of estimated forfeitures. For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. For performance-based awards with a vesting schedule based entirely on the attainment of both performance and market conditions, the stock-based compensation expense is recognized for each pair of performance and market conditions over the longer of the expected achievement period of the performance and market conditions, beginning at the point in time that the relevant performance condition is considered probable of being met (see Note 15 Equity Incentive Plans |
Noncontrolling Interests and Redeemable Noncontrolling Interests | Noncontrolling Interests and Redeemable Noncontrolling Interests Noncontrolling interests and redeemable noncontrolling interests represent third-party interests in the net assets under certain funding arrangements, or funds, that SolarCity enters into to finance the costs of solar energy systems under operating leases. We have determined that the contractual provisions of the funds represent substantive profit sharing arrangements. We have further determined that the appropriate methodology for calculating the noncontrolling interest and redeemable noncontrolling interest balances that reflects the substantive profit sharing arrangements is a balance sheet approach using the Hypothetical Liquidation Book Value (HLBV) method. Under the HLBV method, the amounts reported as noncontrolling interests and redeemable noncontrolling interests in our Consolidated Balance Sheets represent the amounts the third-parties would hypothetically receive at each balance sheet date under the liquidation provisions of the funds, assuming the net assets of the funds were liquidated at their recorded amounts determined in accordance with GAAP and distributed to the third-parties. The third-parties’ interests in the results of operations of the funds are determined as the difference in the noncontrolling interest and redeemable noncontrolling interest balances in our Consolidated Balance Sheets between the start and end of each reporting period, after taking into account any capital transactions between the funds and the third-parties. However, the redeemable noncontrolling interest balance is at least equal to the redemption amount. The redeemable noncontrolling interest balance is presented as temporary equity in the mezzanine section of our Consolidated Balance Sheets since these third-parties have the right to redeem their interests in the funds for cash or other assets. |
Net Income (Loss) per Share of Common Stock Attributable to Common Stockholders | Net Income (Loss) per Share of Common Stock Attributable to Common Stockholders Our basic and diluted net income (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the number of shares underlying outstanding stock options and warrants as well as our Convertible Senior Notes, including the assumed awards and convertible notes from the SolarCity acquisition, using the treasury stock method or the if-converted method, as applicable, are not included when their effect is antidilutive. The following table presents the potential weighted common shares outstanding that were excluded from the computation of basic and diluted net loss per share of common stock attributable to common stockholders for the periods, related to the following securities: Year Ended December 31, 2016 2015 2014 Employee share based awards 12,091,473 15,592,736 14,729,749 Convertible senior notes 841,191 2,431,265 2,344,998 Warrants issued May 2013 262,702 1,049,791 921,985 |
Business Combinations | Business Combinations We account for business acquisitions under ASC 805, Business Combinations |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. We currently invest our cash equivalents primarily in money market funds. |
Restricted Cash and Deposits | Restricted Cash and Deposits We maintain certain cash amounts restricted as to withdrawal or use. Current and noncurrent restricted cash as of December 31, 2016, and 2015 was comprised primarily of cash as collateral related to our sales to lease partners with a resale value guarantee and for letters of credit including for our real estate leases, and insurance policies. In addition, restricted cash as of December 31, 2016, includes cash received from certain fund investors that had not been released for use by us, cash held to service certain payments under various secured debt facilities, including management fees, principal and interest payments, and balances collateralizing outstanding letters of credit, outstanding credit card borrowing facilities and obligations under certain operating leases . |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts receivable primarily include amounts related to sales of powertrain systems, sale of energy generation and storage products, receivables from financial institutions and leasing companies offering various financing products to our customers, regulatory credits to other automotive manufacturers, and from maintenance services on vehicles owned by leasing companies. We typically do not carry accounts receivable related to our vehicle and related sales as customer payments are due prior to vehicle delivery, except for the amounts due from commercial financial institutions for approved financing arrangements between our customers and the financial institutions. |
Customer Notes Receivable | Customer Notes Receivable As part of the SolarCity acquisition, we acquired certain customer notes receivable under the legacy MyPower loan program. The outstanding balances, net of any allowance for potentially uncollectible amounts, are presented on our Consolidated Balance Sheets as a component of prepaid expenses and other current assets for the current portion and as MyPower customer notes receivable, net of current portion, for the long-term portion. In determining the allowance and credit quality for customer notes receivable, we identify significant customers with known disputes or collection issues and also consider our historical level of credit losses and current economic trends that might impact the level of future credit losses. Customer notes receivable that are individually impaired are charged-off as a write-off of allowance for losses. As of December 31, 2016, there were no significant customers with known disputes or collection issues, and the amount of potentially uncollectible amounts was insignificant. Accordingly, we did not establish an allowance for losses against customer notes receivable. In addition, there were no material non-accrual or past due customer notes receivable as of December 31, 2016. |
Concentration of Risk | Concentration of Risk Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, restricted cash, accounts receivable, As of December 31, 2016, and sales of regulatory credits, as well as automotive original equipment manufacturers At December 31, 2016, one customer represented approximately 10% of our total accounts receivable balance. At December 31, 2015, the same customer represented approximately 15% of our total accounts receivable balance. Supply Risk The majority of our suppliers are currently single source suppliers, despite efforts to qualify and obtain components from multiple sources whenever feasible. The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could lead to vehicle design changes, increased costs and delays in vehicle deliveries to our customers, which could hurt our relationships with our customers and result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, financial condition and operating results. |
Inventory Valuation | Inventory Valuation Inventories are stated at the lower of cost or market. Cost is computed using standard cost for vehicles and energy storage products, which approximates actual cost on a first-in, first-out basis. In addition, cost for solar energy systems are recorded using actual cost. We record inventory write-downs for excess or obsolete inventories based upon assumptions about on current and future demand forecasts. If our inventory on hand is in excess of our future demand forecast, the excess amounts are written off. We also review inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires us to determine the estimated selling price of our vehicles less the estimated cost to convert inventory on hand into a finished product. Once inventory is written-down, a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Should our estimates of future selling prices or production costs change, additional and potentially material increases to this reserve may be required. A small change in our estimates may result in a material charge to our reported financial results. |
Operating Lease Vehicles | Operating Lease Vehicles Vehicles delivered under our resale value guarantee program, vehicles that are leased as part of our leasing programs as well as any vehicles that are sold with a significant buy-back guarantee are classified as operating lease vehicles as the related revenue transactions are treated as operating leases. Operating lease vehicles are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the expected operating lease term. The total cost of operating lease vehicles recorded in the Consolidated Balance Sheets as of December 31, 2016 and 2015 was $3.53 billion and $2.00 billion. Accumulated depreciation related to leased vehicles as of December 31, 2016, and 2015 was $399.5 million and $216.5 million. Solar Energy Systems, Leased and To Be Leased We, through the acquisition of SolarCity, are the operating lessor of the solar energy systems under leases that qualify as operating leases. Our leases are accounted for in accordance with ASC 840, Leases Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets as follows: Solar energy systems leased to customers 30 to 35 years Initial direct costs related to customer solar energy system lease acquisition costs Lease term (20 years) Solar energy systems held for lease to customers are installed systems pending interconnection with the respective utility companies and will be depreciated as solar energy systems leased to customers when the respective systems have been interconnected and placed in service. Solar energy systems under construction represents systems that are under installation, which will be depreciated as solar energy systems leased to customers when the respective systems are completed, interconnected and subsequently leased to customers. Initial direct costs related to customer solar energy system lease acquisition costs are capitalized and amortized over the term of the related customer lease agreements. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, including leasehold improvements, are recognized at cost less accumulated depreciation and amortization. Machinery, equipment, vehicles and office furniture 2 to 12 years Building and building improvements 20 to 30 years Computer equipment and software 3 to 10 years Depreciation for tooling is computed using the units-of-production method whereby capitalized costs are amortized over the total estimated productive life of the related assets. As of December 31, 2016, the estimated productive life for tooling was 250,000 vehicles based on our current estimates of production. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the related lease. Upon the retirement or sale of our property, plant and equipment, the cost and related accumulated depreciation are removed from our Consolidated Balance Sheets and the resulting gain or loss is reflected in our Consolidated Statements of Operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase the functionality, output or expected life of the asset are capitalized and depreciated ratably to expense over the identified useful life. Land is not depreciated. Interest expense on outstanding debt is capitalized during the period of significant capital asset construction. Capitalized interest on construction in progress is included in property, plant and equipment, net and is amortized over the life of the related assets. Furthermore, we are deemed to be the owner, for accounting purposes, during the construction phase of certain long-lived assets under build-to-suit lease arrangements because of our involvement with the construction, our exposure to any potential cost overruns and our other commitments under the arrangements. In these cases, we recognize a build-to-suit lease asset under construction and a corresponding build-to-suit lease liability on our Consolidated Balance Sheets. |
Long-Lived Assets Including Acquired Intangible Assets | Long-Lived Assets Including Acquired Intangible Assets We review property and equipment, long-term prepayments and intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset (or asset group) may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment and intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds their fair value. We have made no material adjustments to our long-lived assets in any of the years presented. Intangible assets with definite lives are amortized over their estimated useful lives. We amortize our acquired intangible assets on a straight-line basis with definite lives over periods ranging from two to thirty years. In-process research and development (IPR&D) is an intangible asset accounted as an indefinite-lived asset until the completion or abandonment of the associated research and development effort. |
Capitalization of Software Costs | Capitalization of Software Costs For costs incurred in development of internal use software, we capitalize costs incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life of three to ten years. We evaluate the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. |
Foreign Currency | Foreign Currency We determine the functional and reporting currency of each of our international subsidiaries and their operating divisions based on the primary currency in which they operate. In cases where the functional currency is not the US dollar, we recognize a cumulative translation adjustment created by the different rates we apply to accumulated deficits, including current period income or loss, and the balance sheet. For each subsidiary, we apply daily functional currency rate to their income or loss and the month end functional currency rate to translate the balance sheet. Beginning January 1, 2015, the functional currency of each of our foreign subsidiaries changed to their local country’s currency. This change was based on the culmination of facts and circumstances that have developed as we expanded our foreign operations over the past year. The adjustment of $10.0 million attributable to the current rate translation of non-monetary assets as of the date of the change is included in accumulated other comprehensive loss on our Consolidated Balance Sheet. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Transaction gains and losses are recognized in other income (expense), net, in the Consolidated Statements of Operations. For the years ended December 31, 2016, 2015, and 2014 we recorded foreign currency transaction gains (loss) of $26.1 million, ($45.6) million and $2.0 million. |
Warranties | Warranties We provide a manufacturer’s warranty on all new and certified pre-owned vehicles, production powertrain components and systems, and energy products we sell. In addition, we also provide a warranty on the installation and components of the solar energy systems we sell for periods typically between 10 to 30 years. We accrue a warranty reserve, which includes our best estimate of the projected costs to repair or to replace items under warranty. These estimates are based on actual claims incurred to-date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain and changes to our historical or projected warranty experience may cause material changes to our warranty reserve in the future. The portion of the warranty provision expected to be incurred within 12 months is classified as current within accrued liabilities and other, while the remaining amount is classified as long-term within other long-term liabilities. Accrued warranty activity consisted of the following for the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 Accrued warranty—beginning of period $ 180,754 $ 129,043 $ 53,182 Assumed warranty liability from acquisition 31,366 — — Warranty costs incurred (79,147 ) (52,760 ) (39,903 ) Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact (20,084 ) 1,470 18,599 Provision for warranty 153,766 103,001 97,165 Accrued warranty—end of period $ 266,655 $ 180,754 $ 129,043 Our warranty reserves do not include projected warranty costs associated with our vehicles subject to lease accounting and solar energy systems under lease contracts or power purchase agreements, as the costs to repair these warranty claims are expensed as incurred. The warranty reserve increased primarily due to incremental vehicle deliveries, offset by actual claims and an overall decrease in accrual rates for vehicles, batteries, and drive units due to improved reliability. In addition, for the year ended December 31, 2016, we also assumed warranty liabilities of $31.4 million as a result of the SolarCity acquisition. For the year ended December 31, 2016 and December 31, 2015 warranty costs incurred for vehicles accounted for as operating leases or collateralized debt arrangements were |
Solar Energy Systems Performance Guarantees | Solar Energy Systems Performance Guarantees SolarCity guarantees certain specified minimum solar energy production output for certain solar energy systems leased or sold to customers, generally for a term of up to 30 years. We monitor the solar energy systems to ensure that these outputs are being achieved. We evaluate if any amounts are due to its customers and make any payments periodically as specified in the customer contracts. As of December 31, 2016, we had recorded liabilities of $6.6 million |
Solar Renewable Energy Credits | Solar Renewable Energy Credits We account for solar renewable energy credits, or SRECs, when they are purchased by us or sold to third parties. For SRECs generated by solar energy systems owned by us and minted by government agencies, we do not recognize any specifically identifiable costs for those SRECs as there are no specific incremental costs incurred to generate the SRECs. For SRECs purchased by us, we carry these SRECs at their cost, subject to impairment testing. We recognize revenue from the sale of an SREC when the SREC is transferred to the buyer, and the cost of the SREC, if any, is then recorded within cost of revenue. |
Deferred ITCs Revenue | Deferred ITCs Revenue SolarCity has solar energy systems that are eligible for investment tax credits, or ITCs, that accrue to eligible property under the IRC. Under Section 50(d)(5) of the IRC and the related regulations, a lessor of qualifying property may elect to treat the lessee as the owner of such property for the purposes of claiming the ITCs associated with such property. These regulations enable the ITCs to be separated from the ownership of the property and allow the transfer of the ITCs. Under the lease pass-through fund arrangements, SolarCity can make a tax election to pass-through the ITCs to the investor, who is the legal lessee of the property. We are therefore able to monetize these ITCs to investors who can utilize them in return for cash payments. We consider the monetization of ITCs to constitute one of the key elements of realizing the value associated with solar energy systems. We therefore view the proceeds from the monetization of ITCs to be a component of revenue generated from solar energy systems. For lease pass-through fund arrangements, SolarCity allocates a portion of the aggregate payments received from the investors to the estimated fair value of the assigned ITCs and the balance to the future customer lease payments that are also assigned to the investors. The estimated fair value of the ITCs is determined by discounting the estimated cash flows impacts of the ITCs using an appropriate discount rate that reflects a market interest rate. We recognize the revenue associated with the monetization of ITCs in accordance with ASC 605-10-S99. The revenue associated with the monetization of the ITCs is recognized when (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the sales price is fixed or determinable and (4) collection of the related receivable is reasonably assured. The ITCs are subject to recapture under the IRC if the underlying solar energy system either ceases to be a qualifying property or undergoes a change in ownership within five years of its placed in service date. The recapture amount decreases on the anniversary of the placed in service date. As we have an obligation to ensure the solar energy system is in service and operational for a term of five years to avoid any recapture of the ITCs, we recognize revenue as the recapture provisions lapse assuming the other aforementioned revenue recognition criteria have been met. The monetized ITCs are initially recorded as deferred revenue on our Consolidated Balance Sheets, and subsequently, one-fifth of the monetized ITCs is recognized as revenue from operating leases and solar energy systems incentives in our Consolidated Statements of Operations on each anniversary of the solar energy system’s “placed in service date” over the next five years. SolarCity guarantees their financing fund investors that in the event of a subsequent recapture of ITCs by the taxing authority due to our noncompliance with the applicable ITC guidelines, we would compensate them for any recaptured ITCs. We have concluded that the likelihood of a recapture event is remote and, consequently, have not recorded any liability in our Consolidated Balance Sheet for any potential recapture exposure. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedient, In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued an ASU on simplifying the presentation of debt issuance costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We have retrospectively adopted the ASU as of March 31, 2016, and as a result, on our December 31, 2015 Consolidated Balance Sheet, we reclassified $9.6 million as a reduction in prepaid expenses and other current assets, along with $15.0 million reduction in other assets, with a corresponding reduction in the aggregate carrying value of our long-term debt liabilities. Similarly, as a result of the change in carrying value of long term debt, $5.2 million was reclassified out of additional paid in capital and into mezzanine equity on our December 31, 2015 Consolidated Balance Sheet. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Income taxes, In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Topic 230). In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash (Topic 230) We are currently evaluating the potential impact of adopting the ASU on our consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory (Topic 740) |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Activity Related to Resale Value Guarantee Program | Account activity related to our resale value guarantee and similar programs consisted of the following for the periods presented (in thousands): Year ended December 31, 2016 2015 Operating Lease Vehicles Operating lease vehicles—beginning of period $ 1,556,529 $ 684,590 Net increase in operating lease vehicles 1,355,128 1,047,220 Depreciation expense recorded in cost of automotive leasing revenues (255,167 ) (130,355 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee (13,495 ) (21,487 ) Additional depreciation expense recorded in cost of automotive leasing revenues result of expiration (114,264 ) — Increases to inventory from vehicles returned under our trade- in program and exercises of resale value guarantee (66,670 ) (23,439 ) Operating lease vehicles—end of period $ 2,462,061 $ 1,556,529 Deferred Revenue Deferred revenue—beginning of period $ 679,132 $ 381,096 Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term 715,011 553,765 Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue (457,113 ) (229,624 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (5,192 ) (12,352 ) Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee (15,186 ) (13,753 ) Deferred revenue—end of period $ 916,652 $ 679,132 Resale Value Guarantee Resale value guarantee liability—beginning of period $ 1,430,573 $ 487,880 Increase in resale value guarantee 1,267,445 1,013,733 Reclassification from long-term to short-term collateralized borrowing (116,078 ) (29,612 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (16,543 ) (11,042 ) Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises (62,919 ) (30,386 ) Release of resale value guarantee resulting from expiration of resale value guarantee (112,551 ) — Resale value guarantee liability—end of period $ 2,389,927 $ 1,430,573 |
Schedule of Potential Weighted Common Shares Outstanding that were Excluded from Computation of Basic and Diluted Net Loss per Share of Common Stock | The following table presents the potential weighted common shares outstanding that were excluded from the computation of basic and diluted net loss per share of common stock attributable to common stockholders for the periods, related to the following securities: Year Ended December 31, 2016 2015 2014 Employee share based awards 12,091,473 15,592,736 14,729,749 Convertible senior notes 841,191 2,431,265 2,344,998 Warrants issued May 2013 262,702 1,049,791 921,985 |
Estimated Useful Lives of Respective Assets | Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets as follows: Solar energy systems leased to customers 30 to 35 years Initial direct costs related to customer solar energy system lease acquisition costs Lease term (20 years) |
Schedule of Estimated Useful Lives of Related Assets | Depreciation is generally computed using the straight-line method over the estimated useful lives of the related assets as follows: Machinery, equipment, vehicles and office furniture 2 to 12 years Building and building improvements 20 to 30 years Computer equipment and software 3 to 10 years |
Schedule of Accrued Warranty Activity | Accrued warranty activity consisted of the following for the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 Accrued warranty—beginning of period $ 180,754 $ 129,043 $ 53,182 Assumed warranty liability from acquisition 31,366 — — Warranty costs incurred (79,147 ) (52,760 ) (39,903 ) Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact (20,084 ) 1,470 18,599 Provision for warranty 153,766 103,001 97,165 Accrued warranty—end of period $ 266,655 $ 180,754 $ 129,043 |
Acquisition of SolarCity (Table
Acquisition of SolarCity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Acquisition Date Fair Value of the Consideration Transferred | The acquisition date fair value of the consideration transferred totaled $2.1 billion, which consisted of the following (in thousands, except for share and per share amounts): Total fair value of Tesla common stock issued (11,124,497 shares issued at $185.04 per share) $ 2,058,477 Fair value of replacement Tesla stock options and restricted stock units for vested SolarCity awards 87,500 Total purchase price $ 2,145,977 |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The preliminary allocation of the purchase price is based on management’s estimate of the acquisition-date fair values of the assets acquired and liabilities assumed, as follows (in thousands): Assets acquired: Cash and cash equivalents $ 213,523 Accounts receivable 74,619 Inventory 191,878 Solar energy systems, leased and to be leased 5,781,496 Property, plant and equipment 1,056,312 MyPower notes, net of current portion 509,712 Restricted cash 129,196 Intangible assets 356,510 Prepaid expenses and other assets, current and non-current 199,864 Total assets acquired $ 8,513,110 Liabilities assumed: Accounts payable $ 230,078 Accrued liabilities 238,590 Debt and capital leases, current and non-current 3,403,840 Financing obligations 121,290 Deferred revenue, current and non-current 271,128 Other liabilities 950,423 Total liabilities assumed $ 5,215,349 Net assets acquired $ 3,297,761 Noncontrolling interests redeemable and non-redeemable $ 1,066,517 Capped call options associated with 2014 convertible notes (3,460 ) Total net assets acquired $ 2,234,704 Gain on acquisition of SolarCity Corporation (88,727 ) Total purchase price $ 2,145,977 |
Schedule of Fair Value of Identified Intangible Assets and their Useful Lives | Identifiable intangible assets A preliminary assessment of the fair value of identified intangible assets and their respective useful lives are as follows (in thousands, except for estimated useful life): As of December 31, 2016 Approximate Fair Value Estimated Useful Life (in years) Developed technology $ 113,361 7 Trade name 43,500 5 Favorable contracts and leases, net 112,817 15 IPR&D 86,832 N/A Total intangible assets $ 356,510 |
Schedule of Pro Forma Information | The following unaudited pro forma information gives effect to the acquisition of SolarCity as if the acquisition had occurred on January 1, 2015 and had been included in our Consolidated Statements of Operations for 2015 and 2016. Year Ended 2016 2015 Revenue $ 7,539,077 $ 4,354,324 Net loss attributable to common stockholders (609,395 ) (1,017,223 ) Net loss per share of common stock, basic and Diluted $ (4.23 ) $ (7.30 ) Weighted-average shares used in computing net loss per share of common stock, basic and diluted 144,212 139,327 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets | Information regarding our acquired intangible assets is as follows (in thousands): As of December 31, 2016 Gross Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology $ 113,361 $ (1,740 ) $ 111,621 Trade name 43,500 (967 ) 42,533 Favorable contracts and leases, net 112,817 (864 ) 111,953 Other 26,679 (3,473 ) 23,206 Total finite-lived intangible assets: $ 296,357 $ (7,044 ) $ 289,313 Indefinite-lived intangible assets: IPR&D 86,832 — 86,832 Total infinite-lived intangible assets: 86,832 — 86,832 Total intangible assets $ 383,189 $ (7,044 ) $ 376,145 |
Total Future Amortization Expense for Intangible Assets | As of December 31, 2016, total future amortization expense for intangible assets is estimated as follows (in thousands): Total 2017 $ 33,843 2018 33,843 2019 33,843 2020 33,843 2021 32,878 Thereafter 121,063 Total $ 289,313 |
Fair Value of Financial Instr37
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value | As of December 31, 2016 and 2015, the fair value hierarchy for our financial assets and financial liabilities that are carried at fair value was as follows, and unrealized gains (losses) on financial assets and liabilities presented in the table below for all periods presented were less than $1.0 million (in thousands): December 31, 2016 December 31, 2015 Fair Value Level I Level II Level III Fair Value Level I Level II Level III Money market funds $ 2,226,322 $ 2,226,322 $ — $ — $ 297,810 $ 297,810 $ — $ — U.S. treasury bills — — — — 16,664 16,664 — — Interest rate swaps 1,490 — 1,490 — — — — — Total $ 2,227,812 $ 2,226,322 $ 1,490 $ — $ 314,474 $ 314,474 $ — $ — |
Schedule of Estimated Fair Values and their Carrying Values | The following table presents their estimated fair values and their carrying values (in thousands): December 31, 2016 December 31, 2015 Carrying Fair Value Carrying Value Fair MyPower customer notes receivable $ 513,002 $ 513,002 — — Convertible senior notes 2,957,288 3,205,641 $ 2,505,868 $ 3,423,257 Participation interest 16,713 15,025 — — Solar asset-backed notes 442,764 428,551 — — Solar loan-backed notes 137,024 132,129 — — |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2016 and 2015, our inventory consisted of the following (in thousands): December 31, December 31, 2016 2015 Raw materials $ 680,339 $ 528,935 Work in process 233,746 163,830 Finished goods 1,016,731 476,512 Service parts 136,638 108,561 Total $ 2,067,454 $ 1,277,838 |
Solar Energy Systems, Leased 39
Solar Energy Systems, Leased and To Be Leased - Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Solar Energy Systems Leased and to be Leased [Member] | |
Property Subject To Or Available For Operating Lease [Line Items] | |
Components of Solar Energy Systems, Leased and to Be Leased | Solar energy systems, leased and to be leased, net consisted of the following (in thousands): December 31, 2016 Solar energy systems leased to customers $ 5,052,976 Initial direct costs related to customer solar energy system lease acquisition costs 12,774 $ 5,065,750 Less: accumulated depreciation and amortization (20,157 ) $ 5,045,593 Solar energy systems under constructions 460,913 Solar energy systems to be leased to customers 413,374 Solar energy systems, leased and to be leased – net (1)(2) $ 5,919,880 (1) Included in solar energy systems leased to customers as of December 31, 2016, was $36.0 million related to capital leased assets with an accumulated depreciation of $0.2 million. (2) Included in solar energy systems, leased and to be leased, as of December 31, 2016, was $21.3 million related to energy storage systems with an accumulated depreciation of $0.1 million. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | As of December 31, 2016 and December 31, December 31, 2016 2015 Machinery, equipment, vehicles and office furniture $ 2,154,367 $ 1,694,910 Tooling 794,793 550,902 Leasehold improvements 505,295 338,392 Land and buildings 1,079,452 521,537 Computer equipment, hardware and software 275,655 175,512 Construction in progress 2,147,332 693,207 Other 23,548 — $ 6,980,442 $ 3,974,460 Less: Accumulated depreciation and amortization (997,485 ) (571,126 ) Total $ 5,982,957 $ 3,403,334 |
Non-cancellable Operating Lea41
Non-cancellable Operating Lease Payments Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Summary of Future Minimum Lease Payments to be Received from Customers under Non-cancellable Operating Leases | As of December 31, 2016, future minimum lease payments to be received from customers under non-cancellable operating leases for each of the next five years and thereafter were as follows (in thousands): 2017 $ 279,420 2018 250,791 2019 191,729 2010 147,989 2021 145,423 Thereafter 2,122,127 Total $ 3,137,479 |
Accrued Liabilities and Other (
Accrued Liabilities and Other (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | As of December 31, 2016 and December 31, December 31, 2016 2015 Accrued purchases $ 585,019 $ 140,540 Payroll and related costs 218,792 86,859 Taxes payable 152,897 101,206 Financing obligation, current portion 52,031 — Accrued warranty and other 201,289 94,193 Total $ 1,210,028 $ 422,798 |
Other Long-term Liabilities (Ta
Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities [Abstract] | |
Schedule of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2016 December 31, 2015 Accrued warranty reserve, net of current portion $ 149,858 $ 117,057 Build-to-suit lease liability, net of current portion 1,323,293 201,389 Deferred rent expense 36,966 17,342 Financing obligation, net of current portion 84,360 — Liability for receipts from an investor 76,828 — Other noncurrent liabilities 220,144 29,188 Total long-term liabilities $ 1,891,449 $ 364,976 |
Convertible and Long-term Deb44
Convertible and Long-term Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The following is a summary of our debt as of December 31, 2016 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Balance Current Long-Term Amount Interest Maturity Dates Recourse debt: 1.5% Convertible Senior Notes due in 2018 $ 205,013 $ 196,229 — — 1.5 % June 2018 0.25% Convertible Senior Notes due in 2019 920,000 — 827,620 — 0.25 % March 2019 1.25% Convertible Senior Notes due in 2021 1,380,000 — 1,132,029 — 1.25 % March 2021 Credit Agreement 969,000 — 969,000 181,000 1% plus LIBOR June 2020 Secured Revolving Credit Facility 364,000 366,247 — 24,305 4.0%-6.0% January 2017 - December 2017 Vehicle and Other Loans 23,771 17,235 6,536 — 2.9%-7.6% March 2017 - June 2019 2.75% Convertible Senior Notes due in 2018 230,000 — 212,223 — 2.8% November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 483,820 — 1.6% November 2019 Zero-coupon Convertible Senior Notes due in 2020 113,000 — 89,418 — 0.0% December 2020 Solar Bonds 332,060 181,582 148,948 * 1.1%-6.5% January 2017 - January 2031 Total recourse debt 5,102,844 761,293 3,869,594 205,305 Non-recourse debt: Warehouse Agreement 390,000 73,708 316,292 210,000 Various September 2018 Canada Credit Facility 67,342 18,489 48,853 — 3.6%- 4.5% December 2020 Term Loan due in December 2017 75,467 75,715 — 52,173 4.2% December 2017 Term Loan due in January 2021 183,388 5,860 176,169 — 4.5% January 2021 MyPower Revolving Credit Facility 133,762 133,827 — 56,238 4.1%-6.6% January 2017 Revolving Aggregation Credit Facility 424,757 — 427,944 335,243 4.0%-4.8% December 2018 Solar Renewable Energy Credit Term Loan 38,124 12,491 26,262 — 6.6%-9.9% April 2017 - July 2021 Cash Equity Debt I 119,753 3,272 115,464 — 5.7% July 2033 Cash Equity Debt II 206,901 5,376 189,424 — 5.3% July 2034 Cash Equity Debt III 170,000 4,994 161,853 5.8% January 2035 Solar Asset-backed Notes, Series 2013-1 41,899 3,329 38,346 — 4.8% November 2038 Solar Asset-backed Notes, Series 2014-1 60,768 3,016 57,417 — 4.6% April 2044 Solar Asset-backed Notes, Series 2014-2 186,851 7,055 173,625 — 4.0%-Class A 5.4%-Class B July 2044 Solar Asset-backed Notes, Series 2015-1 119,199 1,511 110,238 — 4.2%-Class A 5.6%-Class B August 2045 Solar Asset-backed Notes, Series 2016-1 50,119 1,202 47,025 — 5.3%-Class A 7.5%-Class B September 2046 Solar Loan-backed Notes, Series 2016-A 140,586 3,514 133,510 — 4.8%-Class A 6.9%-Class B September 2048 Total non-recourse debt 2,408,916 353,359 2,022,422 653,654 Total debt $ 7,511,760 $ 1,114,652 $ 5,892,016 $ 858,959 * Out of the $350.0 million authorized to be issued, $17.9 million remained available to be issued. See below and Note 21, Related Party Transactions |
Schedule of Aggregate Amount of Interest Expense Recognized | The following table presents the aggregate amount of interest expense recognized relating to the contractual interest coupon and amortization of the debt issuance costs and debt discount on convertible notes with cash conversion features, which includes the 2018 Notes, the 2019 Notes, and the 2021 Notes (in thousands): 2016 2015 2014 Contractual interest coupon $ 27,060 $ 32,061 $ 26,019 Amortization of debt issuance costs 8,567 8,102 5,288 Amortization of debt discount 99,811 97,786 79,479 Total $ 135,438 $ 137,949 $ 110,786 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option and RSU Activity Under Plan | The following table summarizes stock option and RSU activity under the 2010 Plan: Outstanding Stock Options Outstanding RSUs Weighted- Weighted- Weighted- Average Average Average Remaining *Aggregate Grant Number of Exercise Contractual Intrinsic Number Date Fair Options Price Life (Years) Value of RSUs Value Balance, December 31, 2015 20,015,180 $ 46.14 2,439,674 $ 219.90 Assumed through acquisition 1,304,104 283.35 382,611 185.04 Granted 853,960 211.10 2,797,973 202.59 Exercised (8,735,830 ) 12.84 — — Cancelled (561,992 ) 218.58 (519,908 ) 215.07 Released — — (1,018,261 ) 212.96 Balance, December 31, 2016 12,875,422 $ 96.50 5.8 $ 1.72 4,082,089 $ 207.11 Vested and expected to vest, December 31, 2016 12,875,422 $ 96.50 5.8 $ 1.72 4,082,089 Exercisable and vested, December 31, 2016 7,817,124 $ 77.70 5.2 $ 1.19 — *Aggregate intrinsic value in billions |
Schedule of Fair Value of Option Award and ESPP on Grant Date | We utilize the fair value method in recognizing stock-based compensation expense. Under the fair value method, we estimated the fair value of each option award and the ESPP on the grant date generally using the Black-Scholes option pricing model and the weighted-average assumptions noted in the following table. Year Ended December 31, 2016 2015 2014 Risk-free interest rate: Stock options 1.5 % 1.6 % 1.9 % ESPP 0.6 % 0.3 % 0.1 % Expected term (in years): Stock options 6.2 5.4 6.0 ESPP 0.5 0.5 0.5 Expected volatility: Stock options 47 % 48 % 55 % ESPP 41 % 42 % 46 % Dividend yield: Stock options 0.0 % 0.0 % 0.0 % ESPP 0.0 % 0.0 % 0.0 % |
Summary of Stock-Based Compensation Expense | The following table summarizes the stock-based compensation expense by line item in the consolidated statements of operations (in thousands): Year Ended December 31, 2016 2015 2014 Cost of sales $ 30,400 $ 19,244 $ 17,454 Research and development 154,632 89,309 62,601 Selling, general and administrative 149,193 89,446 76,441 Total $ 334,225 $ 197,999 $ 156,496 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Income Taxes | Year Ended December 31, 2016 2015 2014 Domestic $ 130,718 $ 415,694 $ 60,451 Noncontrolling interest and redeemable noncontrolling interest 98,132 — — Foreign 517,498 459,930 224,185 Loss before income taxes $ 746,348 $ 875,624 $ 284,636 |
Components of Provision for Income Taxes | The components of the provision for income taxes for the years ended December 31, Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State 568 525 257 Foreign 53,962 10,342 9,203 Total current 54,530 10,867 9,460 Deferred: Federal — — — State — — — Foreign (27,832 ) 2,172 (56 ) Total deferred (27,832 ) 2,172 (56 ) Total provision for income taxes $ 26,698 $ 13,039 $ 9,404 |
Schedule of Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, December 31, 2016 2015 Deferred tax assets: Net operating loss carry-forwards $ 648,652 $ 404,377 Research and development credits 208,499 73,068 Other tax credits 106,530 30,079 Deferred revenue 268,434 162,272 Inventory and warranty reserves 95,570 53,410 Depreciation and amortization — 66 Stock-based compensation 120,955 71,009 Financial Instruments — 35,073 Investment in certain financing funds 237,759 — Accruals and others 67,769 29,547 Total deferred tax assets 1,754,168 858,901 Valuation allowance (1,022,705 ) (668,432 ) Deferred tax assets, net of valuation allowance 731,463 190,469 Deferred tax liabilities: Depreciation and amortization (679,969 ) (188,240 ) Other (3,779 ) (4,309 ) Financial Instruments (22,033 ) — Total deferred tax liabilities (705,781 ) (192,549 ) Deferred tax assets, net of valuation allowance and deferred tax liabilities $ 25,682 $ (2,080 ) |
Schedule of Reconciliation of Statutory Federal Income Taxes to Effective Taxes | Reconciliation of statutory federal income taxes to our effective taxes for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Tax at statutory federal rate $ (261,222 ) $ (306,470 ) $ (99,622 ) State tax, net of federal benefit 568 525 257 Nondeductible expenses 26,547 16,711 15,238 Foreign income rate differential 206,470 172,259 86,734 U.S. tax credits (162,865 ) (43,911 ) (26,895 ) Noncontrolling interests and redeemable noncontrolling interests adjustment 21,964 — — Investment in certain financing bonds (31,055 ) — — Other reconciling items 785 1,232 877 Change in valuation allowance 225,506 172,693 32,815 Provision for income taxes $ 26,698 $ 13,039 $ 9,404 |
Schedule of Aggregate Changes in Balance of Gross Unrecognized Tax Benefits | The aggregate changes in the balance of our gross unrecognized tax benefits during the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands): January 1, 2014 $ 13,370 Increases in balances related to prior year tax positions 56 Increases in balances related to current year tax positions 27,951 December 31, 2014 41,377 Increase in balances related to prior year tax positions 6,626 Increases in balances related to current year tax positions 51,124 December 31, 2015 99,127 Increase in balances related to prior year tax positions 28,677 Increases in balances related to current year tax positions 62,805 Assumed uncertain tax positions through acquisition 13,327 December 31, 2016 $ 203,936 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Commitments for Leases | Future minimum commitments for leases as of December 31, 2016 are as follows (in thousands): Operating Capital Leases Leases 2017 $ 165,457 $ 38,712 2018 150,925 33,730 2019 125,148 23,793 2020 102,804 7,333 2021 88,950 2,746 Thereafter 292,693 16,259 Total minimum lease payments 925,977 122,573 Less: Amounts representing interest not yet incurred 9,592 Present value of capital lease obligations 112,981 Less: Current portion 35,497 Long-term portion of capital lease obligations $ 77,484 |
VIE Arrangements (Tables)
VIE Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity [Line Items] | |
Summary of Number of Current VIE Funds by Classification of Investor, the Carrying Value, Total Investor Contributions Received and Undrawn Investor Contributions (Detail) | The following table shows the number of funds by investor classification, carrying value of the solar energy systems in the funds, total investor contributions received and undrawn investor contributions as of December 31, 2016 (in thousands , except for number of funds, and unaudited) for funds that have been determined to be VIEs: Investor Classification Number of funds Total Investor Contributions Received Undrawn Investor Contributions Carrying Value of Solar Energy Systems Financial institutions 34 $ 2,623,918 $ 106,850 $ 3,085,024 Corporations 8 1,020,058 130,209 1,353,193 Utilities 4 278,888 35,033 178,280 Other investors 1 1,788 — 1,946 Total 47 $ 3,924,652 $ 272,092 $ 4,618,443 |
Solar Energy Systems [Member] | |
Variable Interest Entity [Line Items] | |
Carrying Values of Assets and Liabilities of Subsidiary in Consolidated Balance Sheets | The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of intercompany transactions and balances, in our Consolidated Balance Sheets were as follows (in thousands): December Assets Current assets: Cash and Cash equivalents $ 44,091 Restricted cash 20,916 Accounts receivable- net 16,023 Rebates receivable 6,646 Prepaid expenses and other current assets 7,532 Total current assets 95,208 Solar energy systems, leased and to be leased- net 4,618,443 Other assets 35,826 Total assets $ 4,749,477 Liabilities Current liabilities: Accounts Payable $ 20 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 24,085 Accrued and other current liabilities 8,157 Customer deposits 1,169 Current portion of deferred revenue 17,114 Current portion of long-term debt 89,356 Total current liabilities 139,901 Deferred revenue, net of current portion 178,783 Long-term debt, net of current portion 466,741 Other liabilities and deferred costs 82,917 Total Liabilities $ 868,342 |
Lease Pass-Through Financing 49
Lease Pass-Through Financing Obligation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Lease Pass Through Financing Obligation [Abstract] | |
Schedule of Future Minimum Lease Payments to be Received for Operating Leases | As of December 31, 2016, the future minimum lease payments to be received from the investors based on the solar energy systems currently under the lease pass-through fund arrangements, for each of the next five years and thereafter, were as follows (in thousands): 2017 $ 37,208 2018 37,653 2019 36,371 2020 35,622 2021 35,413 Thereafter 381,289 Total $ 563,556 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Balances | Through the SolarCity acquisition, we have entered into the following related party transactions (in thousands): December 31, 2016 Solar bonds issued to related parties $ 265,100 Convertible senior notes due to related parties 13,000 Due to related parties (primarily accrued interest on the Solar Bonds and Convertible Senior notes, included in accrued and other current liabilities) $ 5,136 |
Quarterly Results of Operatio51
Quarterly Results of Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Results of Operations | The following table includes selected quarterly results of operations data for the years ended December 31, 2016 and 2015 (in thousands, except per share amounts): Three months ended March 31 June 30 September 30 December 31 2016 Total revenues $ 1,147,048 $ 1,270,017 $ 2,298,436 $ 2,284,631 Gross profit 252,468 274,776 636,735 435,278 Net income (loss) attributable to common stockholders (282,267 ) (293,188 ) 21,878 (121,337 ) Net income (loss) per share of common stock attributable to common stockholders, basic (2.13 ) (2.09 ) 0.15 (0.78 ) Net income (loss) per share of common stock attributable to common stockholders, diluted (2.13 ) (2.09 ) 0.14 (0.78 ) 2015 Total revenues $ 939,880 $ 954,976 $ 936,789 $ 1,214,379 Gross profit 260,073 213,370 231,496 218,564 Net loss attributable to common stockholders (154,181 ) (184,227 ) (229,858 ) (320,397 ) Net loss per share of common stock attributable to common stockholders, basic (1.22 ) (1.45 ) (1.78 ) (2.44 ) Net loss per share of common stock attributable to common stockholders, diluted (1.22 ) (1.45 ) (1.78 ) (2.44 ) |
Segment Reporting and Informa52
Segment Reporting and Information about Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Total Revenues and Gross Margin by Reportable Segment | The following tables set forth total revenues and gross margin by reportable segment (in thousands): Year Ended December 31, 2016 2015 2014 Automotive: Revenues $ 6,818,738 $ 4,031,548 $ 3,194,148 Gross profit 1,596,195 921,313 881,468 Energy generation and storage : Revenues 181,394 14,477 4,208 Gross profit 3,062 2,190 203 |
Schedule of Revenues by Geographic Area | The following tables set forth total revenues and long-lived assets by geographic area (in thousands) : Total Revenues Year Ended December 31, 2016 2015 2014 United States $ 4,200,706 $ 1,957,397 $ 1,471,643 China 1,065,255 318,513 477,082 Norway 335,572 356,419 412,198 Other 1,398,599 1,413,696 837,433 Total $ 7,000,132 $ 4,046,025 $ 3,198,356 |
Schedule of Long-Lived Assets by Geographic Area | Long-lived Assets Year Ended December 31, 2016 2015 United States $ 11,399,545 $ 3,119,478 International 503,294 283,856 Total $ 11,902,839 $ 3,403,334 |
Overview of the Company - Addit
Overview of the Company - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Number of reporting segment | 2 |
SolarCity [Member] | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Acquisition date | Nov. 21, 2016 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)CustomerVehicles | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Resale value guarantees, current portion | $ 179,504 | $ 136,831 | |
Maximum repurchase price of vehicles under resale value arrangement | 855,900 | ||
Accounts receivable, net | 499,142 | 168,965 | |
Automotive leasing revenues | 5,589,007 | 3,431,587 | $ 2,874,448 |
Marketing, promotional and advertising cost | $ 48,000 | $ 58,300 | 48,900 |
Number of customers representing more than ten percentage of accounts receivable | Customer | 1 | ||
Accounts receivable from OEM customers excess percentage | 10.00% | 15.00% | |
Total cost of operating lease vehicles | $ 3,530,000 | $ 2,000,000 | |
Accumulated depreciation related to leased vehicles | $ 399,500 | 216,500 | |
Operating lease description | Our leases are accounted for in accordance with ASC 840, Leases. To determine lease classification, we evaluate lease terms to determine whether there is a transfer of ownership or bargain purchase option at the end of the lease, whether the lease term is greater than 75% of the useful life, or whether the present value of minimum lease payments exceed 90% of the fair value at lease inception. | ||
Minimum percentage of useful life for lease term | 75.00% | ||
Percentage of minimum lease payment of fair value | 90.00% | ||
Estimated productive life for tooling | Vehicles | 250,000 | ||
Adjustment attributable to the current rate translation of non-monetary assets | $ 10,000 | ||
Gain (loss) from foreign currency transaction | $ 26,100 | (45,600) | 2,000 |
Product warranty description | we also provide a warranty on the installation and components of the solar energy systems we sell for periods typically between 10 to 30 years. | ||
Assumed warranty liability from acquisition | $ 31,366 | ||
Warranty costs incurred for operating lease vehicles collateralized debt arrangements | 19,000 | 9,500 | |
Liability recorded relating to guarantees | 1,210,028 | 422,798 | |
Prepaid expenses and other current assets | 194,465 | 115,667 | |
Other assets | $ 216,751 | 46,858 | |
New Accounting Pronouncement [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Prepaid expenses and other current assets | (9,600) | ||
Other assets | (15,000) | ||
Reclassified out of current portion of long term debt in to the additional capital | 5,200 | ||
Solar energy systems leased and to be leased [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets (in years) | 30 years | ||
Liability recorded relating to guarantees | $ 6,600 | ||
SolarCity [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customers with known disputes or collection issues | Customer | 0 | ||
Number of customers with material non-accrual or past due notes receivable | Customer | 0 | ||
Regulatory Credits [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Automotive leasing revenues | $ 302,300 | 168,700 | 216,300 |
Deferred lease revenue [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred upfront payments | 67,200 | 25,800 | |
Automotive leasing revenues | 112,700 | 41,200 | $ 4,400 |
Sales To Leasing Companies With Guarantee [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred upfront payments | 289,100 | 120,500 | |
Resale value guarantees | 1,180,000 | 527,500 | |
Accounts receivable, net | 57,000 | 33,600 | |
Gigafactory [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Capital investments | 3,500,000 | ||
Tax credit amount | $ 45,000 | ||
Incentive beginning period | Oct. 17, 2014 | ||
Incentive ending period | Jun. 30, 2034 | ||
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Guarantee period for resale | 36 months | ||
Direct lease term | 36 months | ||
Minimum [Member] | Solar energy systems leased and to be leased [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 2 years | ||
Estimated useful lives of assets (in years) | 30 years | ||
Minimum [Member] | Internal-use software [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Guarantee period for resale | 39 months | ||
Direct lease term | 48 months | ||
Maximum [Member] | Solar energy systems leased and to be leased [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 30 years | ||
Estimated useful lives of assets (in years) | 35 years | ||
Maximum [Member] | Internal-use software [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 10 years | ||
Vehicle maintenance and service plans [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred upfront payments | $ 291,200 | $ 138,200 | |
Customer payments [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred upfront payments | $ 268,200 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Schedule of Account Activity Related to Resale Value Guarantee Program (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Lease Vehicles | |||
Operating lease vehicles—beginning of period | $ 2,000,000 | ||
Net increase in operating lease vehicles | 2,465,703 | $ 1,573,860 | $ 1,050,264 |
Operating lease vehicles—end of period | 3,530,000 | 2,000,000 | |
Resale Value Guarantee | |||
Increase in resale value guarantee | (326,934) | (442,295) | (249,492) |
Resale Value Guarantee [Member] | |||
Operating Lease Vehicles | |||
Operating lease vehicles—beginning of period | 1,556,529 | 684,590 | |
Net increase in operating lease vehicles | 1,355,128 | 1,047,220 | |
Depreciation expense recorded in cost of automotive leasing revenues | (255,167) | (130,355) | |
Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee | (13,495) | (21,487) | |
Additional depreciation expense recorded in cost of automotive leasing revenues result of expiration | (114,264) | ||
Increases to inventory from vehicles returned under our trade- in program and exercises of resale value guarantee | (66,670) | (23,439) | |
Operating lease vehicles—end of period | 2,462,061 | 1,556,529 | 684,590 |
Deferred Revenue | |||
Deferred revenue—beginning of period | 679,132 | 381,096 | |
Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term | 715,011 | 553,765 | |
Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue | (457,113) | (229,624) | |
Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee | (5,192) | (12,352) | |
Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee | (15,186) | (13,753) | |
Deferred revenue—end of period | 916,652 | 679,132 | 381,096 |
Resale Value Guarantee | |||
Resale value guarantee liability—beginning of period | 1,430,573 | 487,880 | |
Increase in resale value guarantee | 1,267,445 | 1,013,733 | |
Reclassification from long-term to short-term collateralized borrowing | (116,078) | (29,612) | |
Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee | (16,543) | (11,042) | |
Resale value guarantee liability—end of period | 2,389,927 | 1,430,573 | $ 487,880 |
Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises | (62,919) | $ (30,386) | |
Release of resale value guarantee resulting from expiration of resale value guarantee | $ (112,551) |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Schedule of Potential Weighted Common Shares Outstanding that were Excluded from Computation of Basic and Diluted Net Loss per Share of Common Stock (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee share based awards [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential common shares excluded from computation of net loss per share | 12,091,473 | 15,592,736 | 14,729,749 |
Convertible senior notes [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential common shares excluded from computation of net loss per share | 841,191 | 2,431,265 | 2,344,998 |
Warrant issued in May 2013 [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential common shares excluded from computation of net loss per share | 262,702 | 1,049,791 | 921,985 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies - Estimated Useful Lives of Respective Assets (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | |
Initial direct costs related to customer solar energy system lease acquisition costs | 20 years |
Solar energy systems leased and to be leased [Member] | |
Property Plant And Equipment [Line Items] | |
Solar energy systems leased to customers | 30 years |
Minimum [Member] | Solar energy systems leased and to be leased [Member] | |
Property Plant And Equipment [Line Items] | |
Solar energy systems leased to customers | 30 years |
Maximum [Member] | Solar energy systems leased and to be leased [Member] | |
Property Plant And Equipment [Line Items] | |
Solar energy systems leased to customers | 35 years |
Summary of Significant Accoun58
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Related Assets (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | Machinery, equipment, vehicles and office furniture [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets (in years) | 2 years |
Minimum [Member] | Building and building improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets (in years) | 20 years |
Minimum [Member] | Computer equipment and software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets (in years) | 3 years |
Maximum [Member] | Machinery, equipment, vehicles and office furniture [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets (in years) | 12 years |
Maximum [Member] | Building and building improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets (in years) | 30 years |
Maximum [Member] | Computer equipment and software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets (in years) | 10 years |
Summary of Significant Accoun59
Summary of Significant Accounting Policies - Schedule of Accrued Warranty Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Standard Product Warranty Disclosure [Abstract] | |||
Accrued warranty—beginning of period | $ 180,754 | $ 129,043 | $ 53,182 |
Assumed warranty liability from acquisition | 31,366 | ||
Warranty costs incurred | (79,147) | (52,760) | (39,903) |
Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact | (20,084) | 1,470 | 18,599 |
Provision for warranty | 153,766 | 103,001 | 97,165 |
Accrued warranty—end of period | $ 266,655 | $ 180,754 | $ 129,043 |
Acquisition of SolarCity - Addi
Acquisition of SolarCity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 21, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2016 |
Business Acquisition [Line Items] | ||||||||||||||
Net revenue | $ 2,284,631 | $ 2,298,436 | $ 1,270,017 | $ 1,147,048 | $ 1,214,379 | $ 936,789 | $ 954,976 | $ 939,880 | $ 7,000,132 | $ 4,046,025 | $ 3,198,356 | |||
Operating loss | $ (667,340) | $ (716,629) | $ (186,689) | |||||||||||
SolarCity [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisition date | Nov. 21, 2016 | |||||||||||||
Business combination, common stock conversion basis | each issued and outstanding share of SolarCity common stock was converted into 0.110 (the “Exchange Ratio”) shares of Tesla common stock. | |||||||||||||
Business combination, stock conversion ratio of shares | 0.11% | |||||||||||||
Fair value of consideration transferred, total | $ 2,145,977 | |||||||||||||
Stock-based compensation expense | 95,900 | |||||||||||||
Business acquisition transaction costs | 21,700 | |||||||||||||
Recognized gain on acquisition | $ 88,727 | $ 88,700 | ||||||||||||
Net revenue | $ 84,100 | |||||||||||||
Operating loss | $ 68,200 | |||||||||||||
SolarCity [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Stock price | $ 185.04 | $ 230.01 |
Acquisition of SolarCity - Sche
Acquisition of SolarCity - Schedule of Fair Value of the Consideration Transferred as of Acquisition Date (Detail) - SolarCity [Member] $ in Thousands | Nov. 21, 2016USD ($) |
Business Acquisition [Line Items] | |
Total fair value of Tesla common stock issued (11,124,497 shares issued at $185.04 per share) | $ 2,058,477 |
Fair value of replacement Tesla stock options and restricted stock units for vested SolarCity awards | 87,500 |
Total purchase price | $ 2,145,977 |
Acquisition of SolarCity - Sc62
Acquisition of SolarCity - Schedule of the Fair Value of Consideration Transferred as of Acquisition Date (Parenthetical) (Detail) - SolarCity [Member] - Common Stock [Member] | Nov. 21, 2016$ / sharesshares |
Business Acquisition [Line Items] | |
Shares issued to acquire SolarCity Corporation | shares | 11,124,497 |
Price per share | $ / shares | $ 185.04 |
Acquisition of SolarCity - Sc63
Acquisition of SolarCity - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed (Detail) - SolarCity [Member] - USD ($) $ in Thousands | Nov. 21, 2016 | Dec. 31, 2016 |
Assets acquired: | ||
Cash and cash equivalents | $ 213,523 | |
Accounts receivable | 74,619 | |
Inventory | 191,878 | |
Solar energy systems, leased and to be leased | 5,781,496 | |
Property, plant and equipment | 1,056,312 | |
MyPower notes, net of current portion | 509,712 | |
Restricted cash | 129,196 | |
Intangible assets | 356,510 | |
Prepaid expenses and other assets, current and non-current | 199,864 | |
Total assets acquired | 8,513,110 | |
Liabilities assumed: | ||
Accounts payable | 230,078 | |
Accrued liabilities | 238,590 | |
Debt and capital leases, current and non-current | 3,403,840 | |
Financing obligations | 121,290 | |
Deferred revenue, current and non-current | 271,128 | |
Other liabilities | 950,423 | |
Total liabilities assumed | 5,215,349 | |
Net assets acquired | 3,297,761 | |
Noncontrolling interests redeemable and non-redeemable | 1,066,517 | |
Capped call options associated with 2014 convertible notes | (3,460) | |
Total net assets acquired | 2,234,704 | |
Gain on acquisition of SolarCity Corporation | (88,727) | $ (88,700) |
Total purchase price | $ 2,145,977 |
Acquisition of SolarCity - Sc64
Acquisition of SolarCity - Schedule of Fair Value of Identified Intangible Assets and their Useful Lives (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |
Indefinite-lived intangible assets, Approximate Fair Value | $ 86,832 |
Intangible assets, Approximate Fair Value | 383,189 |
IPR&D [Member] | |
Business Acquisition [Line Items] | |
Indefinite-lived intangible assets, Approximate Fair Value | 86,832 |
SolarCity [Member] | |
Business Acquisition [Line Items] | |
Intangible assets, Approximate Fair Value | 356,510 |
SolarCity [Member] | IPR&D [Member] | |
Business Acquisition [Line Items] | |
Indefinite-lived intangible assets, Approximate Fair Value | 86,832 |
SolarCity [Member] | Trade name [Member] | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets, Approximate Fair Value | $ 43,500 |
Estimated Useful Life (in years) | 5 years |
SolarCity [Member] | Developed technology [Member] | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets, Approximate Fair Value | $ 113,361 |
Estimated Useful Life (in years) | 7 years |
SolarCity [Member] | Favorable contracts and leases, net [Member] | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets, Approximate Fair Value | $ 112,817 |
Estimated Useful Life (in years) | 15 years |
Acquisition of SolarCity - Sc65
Acquisition of SolarCity - Schedule of Unaudited Pro Forma Information (Detail) - SolarCity [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Revenue | $ 7,539,077 | $ 4,354,324 |
Net loss attributable to common stockholders | $ (609,395) | $ (1,017,223) |
Net loss per share of common stock, basic and Diluted | $ (4.23) | $ (7.30) |
Weighted-average shares used in computing net loss per share of common stock, basic and diluted | 144,212 | 139,327 |
Intangible Assets - Summary of
Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | $ 296,357 | |
Finite-lived intangible assets, Accumulated Amortization | (7,044) | |
Finite-lived intangible assets, Net Carrying Amount | 289,313 | |
Indefinite-lived intangible assets, Net Carrying Amount | 86,832 | |
Gross amounts of intangible assets | 383,189 | |
Intangible Assets, Net Carrying Amount | 376,145 | $ 12,816 |
IPR&D [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Net Carrying Amount | 86,832 | |
Trade name [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 43,500 | |
Finite-lived intangible assets, Accumulated Amortization | (967) | |
Finite-lived intangible assets, Net Carrying Amount | 42,533 | |
Developed Technology [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 113,361 | |
Finite-lived intangible assets, Accumulated Amortization | (1,740) | |
Finite-lived intangible assets, Net Carrying Amount | 111,621 | |
Favorable Contracts and Leases Net [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 112,817 | |
Finite-lived intangible assets, Accumulated Amortization | (864) | |
Finite-lived intangible assets, Net Carrying Amount | 111,953 | |
Other [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 26,679 | |
Finite-lived intangible assets, Accumulated Amortization | (3,473) | |
Finite-lived intangible assets, Net Carrying Amount | $ 23,206 |
Intangible Assets - Total Futur
Intangible Assets - Total Future Amortization Expense for Intangible Assets (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,017 | $ 33,843 |
2,018 | 33,843 |
2,019 | 33,843 |
2,020 | 33,843 |
2,021 | 32,878 |
Thereafter | 121,063 |
Finite-lived intangible assets, Net Carrying Amount | $ 289,313 |
Fair Value of Financial Instr68
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Maturity of cash flow hedges in months | 12 months | |
Reclassification to finished goods inventory | $ 0 | $ 0 |
Accumulated other comprehensive income (loss) net gain expected to be recognized into cost of automotive revenues | 5,600,000 | |
SolarCity [Member] | Interest Rate Swap [Member] | ||
Debt Instrument [Line Items] | ||
Derivative notional amount | 789,600,000 | |
Gross asset at fair value | 10,600,000 | |
Gross liability at fair value | 12,100,000 | |
Recognized gross gain on derivative | 7,000,000 | |
Cash Flow Hedging [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding hedging contract | 0 | |
Notional amount presented as net settled | 322,600,000 | |
Reclassified from accumulated other comprehensive income (loss) into earnings | 0 | |
Prepaid Expenses and Other Current Assets [Member] | Cash Flow Hedging [Member] | ||
Debt Instrument [Line Items] | ||
Fair value of foreign currency contracts designated as cash flow hedges | 0 | 7,300,000 |
Automotive Cost [Member] | Cash Flow Hedging [Member] | ||
Debt Instrument [Line Items] | ||
Reclassified gain from accumulated other comprehensive income (loss) into earnings | 44,900,000 | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Unrealized gains (losses) on financial assets | $ 1,000,000 | $ 1,000,000 |
Fair Value of Financial Instr69
Fair Value of Financial Instruments - Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | $ 2,227,812 | $ 314,474 |
Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 2,226,322 | 297,810 |
U.S. treasury bills [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 16,664 | |
Interest Rate Swap [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 1,490 | |
Level I [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 2,226,322 | 314,474 |
Level I [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 2,226,322 | 297,810 |
Level I [Member] | U.S. treasury bills [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | $ 16,664 | |
Level II [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 1,490 | |
Level II [Member] | Interest Rate Swap [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | $ 1,490 |
Fair Value of Financial Instr70
Fair Value of Financial Instruments - Schedule of Estimated Fair Values and their Carrying Values (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 5,892,016 | |
MyPower customer notes receivable [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 513,002,000 | |
Fair Value | 513,002,000 | |
Convertible senior notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 2,957,288,000 | $ 2,505,868,000 |
Fair Value | 3,205,641,000 | $ 3,423,257,000 |
Participation interest [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 16,713,000 | |
Fair Value | 15,025,000 | |
Solar asset-backed notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 442,764,000 | |
Fair Value | 428,551,000 | |
Solar Loan-backed Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 137,024,000 | |
Fair Value | $ 132,129,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 680,339 | $ 528,935 |
Work in process | 233,746 | 163,830 |
Finished goods | 1,016,731 | 476,512 |
Service parts | 136,638 | 108,561 |
Total | $ 2,067,454 | $ 1,277,838 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | |||
Change in value of inventory | $ 52.8 | $ 44.9 | $ 15.6 |
Solar Energy Systems, Leased 73
Solar Energy Systems, Leased and To Be Leased - Net - Components of Solar Energy Systems, Leased and to Be Leased (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Less: accumulated depreciation and amortization | $ (399,500) | $ (216,500) |
Solar energy systems, leased and to be leased - net | 3,134,080 | $ 1,791,403 |
Solar Energy Systems [Member] | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems leased to customers | 5,052,976 | |
Initial direct costs related to customer solar energy system lease acquisition costs | 12,774 | |
Solar energy systems, leased and to be leased, gross | 5,065,750 | |
Less: accumulated depreciation and amortization | (20,157) | |
Solar energy systems, leased and to be leased gross, less accumulated depreciation and amortization | 5,045,593 | |
Solar energy systems under constructions | 460,913 | |
Solar energy systems to be leased to customers | 413,374 | |
Solar energy systems, leased and to be leased - net | $ 5,919,880 |
Solar Energy Systems, Leased 74
Solar Energy Systems, Leased and To Be Leased - Net - Components of Solar Energy Systems, Leased and to Be Leased (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leased Assets [Line Items] | ||
Accumulated depreciation on capital leased assets | $ 40.2 | $ 22.7 |
Solar Energy Systems [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased assets | 36 | |
Accumulated depreciation on capital leased assets | 0.2 | |
Energy Storage Systems [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased assets | 21.3 | |
Accumulated depreciation on capital leased assets | $ 0.1 |
Property Plant and Equipment -
Property Plant and Equipment - Schedule of Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,980,442 | $ 3,974,460 |
Less: Accumulated depreciation and amortization | (997,485) | (571,126) |
Property, plant and equipment, net | 5,982,957 | 3,403,334 |
Machinery, equipment, vehicles and office furniture [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,154,367 | 1,694,910 |
Tooling [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 794,793 | 550,902 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 505,295 | 338,392 |
Land and buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,079,452 | 521,537 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,147,332 | 693,207 |
Computer equipment, hardware and software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 275,655 | $ 175,512 |
Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,548 |
Property Plant and Equipment 76
Property Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 16, 2016 | Dec. 16, 2015 | |
Property Plant And Equipment [Line Items] | |||||
Interest expense capitalized | $ 46,700 | $ 41,500 | |||
Property, plant and equipment, net | 5,982,957 | 3,403,334 | |||
Liability recorded relating to guarantees | 1,210,028 | 422,798 | |||
Other long-term liabilities | 1,891,449 | 364,976 | |||
Depreciation and amortization expense | 477,300 | 278,700 | $ 155,900 | ||
Total property and equipment assets under capital lease | 112,600 | 58,100 | |||
Accumulated depreciation related to assets under capital lease | 40,200 | 22,700 | |||
Build To Suit Arrangements [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Property, plant and equipment, net | $ 1,320,000 | $ 206,100 | |||
Liability recorded relating to guarantees | 3,800 | 1,300 | |||
Other long-term liabilities | $ 1,300,000 | $ 201,300 | |||
Gigafactory [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Costs related to construction activities | $ 825,300 | $ 317,500 |
Non-cancellable Operating Lea77
Non-cancellable Operating Lease Payments Receivable - Schedule of Future Minimum Lease Payments Non-cancellable Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
2,017 | $ 279,420 |
2,018 | 250,791 |
2,019 | 191,729 |
2,010 | 147,989 |
2,021 | 145,423 |
Thereafter | 2,122,127 |
Total | $ 3,137,479 |
Accrued Liabilities and Other -
Accrued Liabilities and Other - Schedule of Accrued Liabilities and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued purchases | $ 585,019 | $ 140,540 |
Payroll and related costs | 218,792 | 86,859 |
Taxes payable | 152,897 | 101,206 |
Financing obligation, current portion | 52,031 | |
Accrued warranty and other | 201,289 | 94,193 |
Total | $ 1,210,028 | $ 422,798 |
Other Long-term Liabilities - S
Other Long-term Liabilities - Schedule of Other Long-term Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Noncurrent [Abstract] | ||
Accrued warranty reserve, net of current portion | $ 149,858 | $ 117,057 |
Build-to-suit lease liability, net of current portion | 1,323,293 | 201,389 |
Deferred rent expense | 36,966 | 17,342 |
Financing obligation, net of current portion | 84,360 | |
Liability for receipts from an investor | 76,828 | |
Other noncurrent liabilities | 220,144 | 29,188 |
Total long-term liabilities | $ 1,891,449 | $ 364,976 |
Customer Deposits - Additional
Customer Deposits - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Customer deposits | $ 663.9 | $ 283.4 |
Convertible and Long-term Deb81
Convertible and Long-term Debt Obligations - Summary of Debt (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 7,511,760 |
Net Carrying Value, Current | 1,114,652 |
Net Carrying Value, Long - Term | 5,892,016 |
Unused Committed Amount | 858,959 |
Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | 5,102,844 |
Net Carrying Value, Current | 761,293 |
Net Carrying Value, Long - Term | 3,869,594 |
Unused Committed Amount | 205,305 |
Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | 2,408,916 |
Net Carrying Value, Current | 353,359 |
Net Carrying Value, Long - Term | 2,022,422 |
Unused Committed Amount | 653,654 |
1.5% Convertible Senior Notes due in 2018 [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | 205,013 |
Net Carrying Value, Current | $ 196,229 |
Interest Rate | 1.50% |
Maturity Dates | Jun. 30, 2018 |
0.25% Convertible Senior Notes due in 2019 [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 920,000 |
Net Carrying Value, Long - Term | $ 827,620 |
Interest Rate | 0.25% |
Maturity Dates | Mar. 31, 2019 |
1.25% Convertible Senior Notes due in 2021 [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 1,380,000 |
Net Carrying Value, Long - Term | $ 1,132,029 |
Interest Rate | 1.25% |
Maturity Dates | Mar. 31, 2021 |
Credit Agreement [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 969,000 |
Net Carrying Value, Long - Term | 969,000 |
Unused Committed Amount | $ 181,000 |
Maturity Dates | Jun. 30, 2020 |
Vehicle and Other Loans [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 23,771 |
Net Carrying Value, Current | 17,235 |
Net Carrying Value, Long - Term | $ 6,536 |
Maturity Date, Start | Mar. 31, 2017 |
Maturity Date, End | Jun. 30, 2019 |
2.75% Convertible Senior Notes due in 2018 [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 230,000 |
Net Carrying Value, Long - Term | $ 212,223 |
Interest Rate | 2.80% |
Maturity Dates | Nov. 30, 2018 |
1.625% Convertible Senior Notes due in 2019 [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 566,000 |
Net Carrying Value, Long - Term | $ 483,820 |
Interest Rate | 1.60% |
Maturity Dates | Nov. 30, 2019 |
Zero-coupon Convertible Senior Notes due in 2020 [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 113,000 |
Net Carrying Value, Long - Term | $ 89,418 |
Interest Rate | 0.00% |
Maturity Dates | Dec. 31, 2020 |
Solar Bonds [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 332,060 |
Net Carrying Value, Current | 181,582 |
Net Carrying Value, Long - Term | $ 148,948 |
Maturity Date, Start | Oct. 31, 2016 |
Maturity Date, End | Jan. 31, 2031 |
Warehouse Agreement [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 390,000 |
Net Carrying Value, Current | 73,708 |
Net Carrying Value, Long - Term | 316,292 |
Unused Committed Amount | $ 210,000 |
Maturity Dates | Sep. 30, 2018 |
Canada Credit Facility [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 67,342 |
Net Carrying Value, Current | 18,489 |
Net Carrying Value, Long - Term | $ 48,853 |
Maturity Dates | Dec. 31, 2020 |
Term Loan due in December 2017 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 75,467 |
Net Carrying Value, Current | 75,715 |
Unused Committed Amount | $ 52,173 |
Interest Rate | 4.20% |
Maturity Dates | Dec. 31, 2017 |
Term Loan due in January 2021 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 183,388 |
Net Carrying Value, Current | 5,860 |
Net Carrying Value, Long - Term | $ 176,169 |
Interest Rate | 4.50% |
Maturity Dates | Jan. 31, 2021 |
MyPower Revolving Credit Facility [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 133,762 |
Net Carrying Value, Current | 133,827 |
Unused Committed Amount | $ 56,238 |
Maturity Dates | Jan. 31, 2017 |
Revolving Aggregation Credit Facility [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 424,757 |
Net Carrying Value, Long - Term | 427,944 |
Unused Committed Amount | $ 335,243 |
Maturity Dates | Dec. 31, 2018 |
Solar Renewable Energy Credit Term Loan [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 38,124 |
Net Carrying Value, Current | 12,491 |
Net Carrying Value, Long - Term | $ 26,262 |
Maturity Date, Start | Apr. 30, 2017 |
Maturity Date, End | Jul. 31, 2021 |
Cash Equity Debt I [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 119,753 |
Net Carrying Value, Current | 3,272 |
Net Carrying Value, Long - Term | $ 115,464 |
Interest Rate | 5.70% |
Maturity Dates | Jul. 31, 2033 |
Cash Equity Debt II [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 206,901 |
Net Carrying Value, Current | 5,376 |
Net Carrying Value, Long - Term | $ 189,424 |
Interest Rate | 5.30% |
Maturity Dates | Jul. 31, 2034 |
Cash Equity Debt III [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 170,000 |
Net Carrying Value, Current | 4,994 |
Net Carrying Value, Long - Term | $ 161,853 |
Interest Rate | 5.80% |
Maturity Dates | Jan. 31, 2035 |
Solar Asset-backed Notes, Series 2013-1 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 41,899 |
Net Carrying Value, Current | 3,329 |
Net Carrying Value, Long - Term | $ 38,346 |
Interest Rate | 4.80% |
Maturity Dates | Nov. 30, 2038 |
Solar Asset-backed Notes, Series 2014-1 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 60,768 |
Net Carrying Value, Current | 3,016 |
Net Carrying Value, Long - Term | $ 57,417 |
Interest Rate | 4.60% |
Maturity Dates | Apr. 30, 2044 |
Minimum [Member] | Vehicle and Other Loans [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 2.90% |
Minimum [Member] | Solar Bonds [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 1.10% |
Minimum [Member] | Canada Credit Facility [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 3.60% |
Minimum [Member] | MyPower Revolving Credit Facility [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 4.10% |
Minimum [Member] | Revolving Aggregation Credit Facility [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 3.80% |
Minimum [Member] | Solar Renewable Energy Credit Term Loan [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 6.60% |
Maximum [Member] | Vehicle and Other Loans [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 7.60% |
Maximum [Member] | Solar Bonds [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 6.50% |
Maximum [Member] | Canada Credit Facility [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 4.50% |
Maximum [Member] | MyPower Revolving Credit Facility [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 6.60% |
Maximum [Member] | Revolving Aggregation Credit Facility [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 4.40% |
Maximum [Member] | Solar Renewable Energy Credit Term Loan [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 9.90% |
Class A [Member] | Solar Asset-backed Notes, Series 2014-2 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 186,851 |
Net Carrying Value, Current | 7,055 |
Net Carrying Value, Long - Term | $ 173,625 |
Interest Rate | 4.00% |
Maturity Dates | Jul. 31, 2044 |
Class A [Member] | Solar Asset-backed Notes, Series 2015-1 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 119,199 |
Net Carrying Value, Current | 1,511 |
Net Carrying Value, Long - Term | $ 110,238 |
Interest Rate | 4.20% |
Maturity Dates | Aug. 31, 2045 |
Class A [Member] | Solar Asset-backed Notes, Series 2016-1 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 50,119 |
Net Carrying Value, Current | 1,202 |
Net Carrying Value, Long - Term | $ 47,025 |
Interest Rate | 5.30% |
Maturity Dates | Sep. 30, 2046 |
Class A [Member] | Solar Loan-backed Notes, Series 2016-A [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 140,586 |
Net Carrying Value, Current | 3,514 |
Net Carrying Value, Long - Term | $ 133,510 |
Interest Rate | 4.80% |
Maturity Dates | Sep. 30, 2048 |
Class B [Member] | Solar Asset-backed Notes, Series 2014-2 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 5.40% |
Class B [Member] | Solar Asset-backed Notes, Series 2015-1 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 5.60% |
Class B [Member] | Solar Asset-backed Notes, Series 2016-1 [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 7.50% |
Class B [Member] | Solar Loan-backed Notes, Series 2016-A [Member] | Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 6.90% |
Secured Revolving Credit Facility [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Unpaid Principal Balance | $ 364,000 |
Net Carrying Value, Current | 366,247 |
Unused Committed Amount | $ 24,305 |
Maturity Date, Start | Jan. 31, 2017 |
Maturity Date, End | Dec. 31, 2017 |
Secured Revolving Credit Facility [Member] | Minimum [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 4.00% |
Secured Revolving Credit Facility [Member] | Maximum [Member] | Recourse debt [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 6.00% |
Convertible and Long-term Deb82
Convertible and Long-term Debt Obligations - Summary of Debt (Parenthetical) (Detail) - Solar Bonds and Solar Bonds Issued to Related Parties [Member] | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
Maximum amount to be borrowed | $ 350,000,000 |
Remaining borrowing capacity | $ 17,900,000 |
Convertible and Long-term Deb83
Convertible and Long-term Debt Obligations - 0.25% and 1.25% Convertible Senior Notes due in 2019 and 2021 and Bond Hedge and Warrant Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2014USD ($)$ / sharesshares | Mar. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2016USD ($)d$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||
Unpaid Principal Balance | $ 7,511,760 | $ 7,511,760 | ||||
Carrying Value | 5,892,016 | 5,892,016 | ||||
Debt conversion, converted instrument, amount | 8,784,000 | 8,784,000 | $ 47,285,000 | |||
Proceeds from issuance of warrants | $ 389,160,000 | |||||
0.25% Convertible senior notes due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, converted instrument, amount | $ 188,100,000 | $ 188,100,000 | ||||
Debt instrument, effective interest rate | 4.89% | 4.89% | ||||
1.25% Convertible senior notes in due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unpaid Principal Balance | 1,080,000,000 | |||||
Carrying Value | 1,380,000,000 | |||||
Debt conversion, converted instrument, amount | $ 369,400,000 | $ 369,400,000 | ||||
Debt instrument, effective interest rate | 5.96% | 5.96% | ||||
0.25% and 1.25% Convertible Senior Notes and Bond Hedge and Warrant Transactions [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible principal amount | $ 1,000 | |||||
Convertible instrument, shares issued | shares | 2.7788 | |||||
Convertible notes, conversion price | $ / shares | $ 359.87 | $ 359.87 | ||||
Debt instrument convertible, percentage of conversion price | 130.00% | 130.00% | ||||
Average percentage of closing sale price of common stock | 98.00% | |||||
Percentage of repurchase price is equal to principal amount of convertible notes | 100.00% | |||||
Common stock price to conversion price, percentage | 130.00% | |||||
0.25% and 1.25% Convertible Senior Notes and Bond Hedge and Warrant Transactions [Member] | One Hundred Thirty Percent Applicable Conversion Price [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument convertible consecutive trading days | d | 20 | |||||
Debt instrument convertible trading days | 30 days | |||||
0.25% and 1.25% Convertible Senior Notes and Bond Hedge and Warrant Transactions [Member] | Ninety Eight Percent Applicable Conversion Price | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument convertible consecutive trading days | d | 5 | |||||
Debt instrument convertible trading days | 5 days | |||||
0.25% Convertible Senior Notes due in 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unpaid Principal Balance | 788,000,000 | |||||
Carrying Value | $ 920,000,000 | |||||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of repurchase price is equal to principal amount of convertible notes | 100.00% | |||||
Debt instrument, effective interest rate | 4.29% | 4.29% | ||||
Payment for purchase of common stock | shares | 5,600,000 | |||||
Common stock purchase price | $ / shares | $ 359.87 | |||||
Hedge transactions | $ 524,700,000 | |||||
Senior Notes [Member] | Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Hedge transactions | $ 78,700,000 | |||||
Proceeds from issuance of warrants | 50,800,000 | |||||
Senior Notes [Member] | 0.25% Convertible senior notes due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of convertible senior notes | $ 120,000,000 | $ 800,000,000 | ||||
Interest Rate | 0.25% | |||||
Proceeds from convertible senior notes, net of underwriting discounts and offering costs | $ 905,800,000 | |||||
Debt issuance costs | $ 14,200,000 | $ 14,200,000 | ||||
Debt instrument maturity year | 2,019 | |||||
Shares issued under warrants | shares | 300,000 | 2,200,000 | ||||
Exercise price of warrant | $ / shares | $ 512.66 | $ 512.66 | ||||
Senior Notes [Member] | 0.25% Convertible senior notes due 2019 [Member] | Minimum [Member] | Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ / shares | 359.87 | |||||
Senior Notes [Member] | 0.25% Convertible senior notes due 2019 [Member] | Maximum [Member] | Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ / shares | $ 512.66 | |||||
Senior Notes [Member] | 1.25% Convertible senior notes in due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of convertible senior notes | $ 180,000,000 | $ 1,200,000,000 | ||||
Interest Rate | 1.25% | |||||
Proceeds from convertible senior notes, net of underwriting discounts and offering costs | $ 1,360,000,000 | |||||
Debt issuance costs | $ 21,400,000 | $ 21,400,000 | ||||
Debt instrument maturity year | 2,021 | |||||
Shares issued under warrants | shares | 500,000 | 3,300,000 | ||||
Exercise price of warrant | $ / shares | $ 560.64 | $ 560.64 | ||||
Proceeds from issuance of warrants | $ 338,400,000 | |||||
Senior Notes [Member] | 1.25% Convertible senior notes in due 2021 [Member] | Minimum [Member] | Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ / shares | 359.87 | |||||
Senior Notes [Member] | 1.25% Convertible senior notes in due 2021 [Member] | Maximum [Member] | Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ / shares | $ 560.64 | |||||
Senior Notes [Member] | Zero Point Two Five and One Point Two Five Percent Convertible Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate and payment description | The interest rates are fixed at 0.25% and 1.25% per annum and are payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2014. |
Convertible and Long-term Deb84
Convertible and Long-term Debt Obligations - 1.50% Convertible Senior Notes due in 2018 and Bond Hedge and Warrant Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 30, 2014USD ($) | Mar. 31, 2014USD ($)$ / sharesshares | May 31, 2013USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)d$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 7,511,760 | $ 7,511,760 | |||||
Carrying Value | $ 5,892,016 | $ 5,892,016 | |||||
Proceeds from issuance of warrants | $ 389,160,000 | ||||||
Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of repurchase price is equal to principal amount of convertible notes | 100.00% | ||||||
Debt conversion, converted instrument, amount | $ 82,800,000 | ||||||
Debt instrument, effective interest rate | 4.29% | 4.29% | |||||
Payment for purchase of common stock | shares | 5,600,000 | ||||||
Conversion price per share | $ / shares | $ 359.87 | ||||||
Hedge transactions | $ 524,700,000 | ||||||
Senior Notes [Member] | Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Hedge transactions | $ 78,700,000 | ||||||
Proceeds from issuance of warrants | $ 50,800,000 | ||||||
Senior Notes [Member] | 1.5% Convertible Senior Notes due in 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of convertible senior notes | $ 660,000,000 | $ 205,000 | $ 205,000 | ||||
Interest Rate | 1.50% | ||||||
Debt instrument maturity year | 2,018 | ||||||
Proceeds from convertible senior notes, net of underwriting discounts and offering costs | $ 648,000,000 | ||||||
Debt issuance costs | $ 12,000,000 | ||||||
Debt instrument interest payment description | payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2013 | ||||||
Convertible principal amount | $ 1,000 | ||||||
Convertible instrument, shares issued | shares | 8.0306 | ||||||
Convertible notes, conversion price | $ / shares | $ 124.52 | $ 124.52 | |||||
Debt instrument convertible consecutive trading days | d | 20 | ||||||
Debt instrument convertible trading days | 30 days | ||||||
Debt instrument convertible, percentage of conversion price | 130.00% | 130.00% | |||||
Average percentage of closing sale price of common stock | 98.00% | ||||||
Unpaid Principal Balance | $ 612,500,000 | ||||||
Carrying Value | $ 659,800,000 | ||||||
Payment for purchase of common stock | shares | 5,300,000 | 5,300,000 | |||||
Conversion price per share | $ / shares | $ 124.52 | $ 124.52 | |||||
Hedge transactions | $ 177,500,000 | ||||||
Shares issued under warrants | shares | 5,300,000 | 5,300,000 | |||||
Exercise price of warrant | $ / shares | $ 184.48 | $ 184.48 | |||||
Common stock price to conversion price, percentage | 130.00% | ||||||
Notes carrying value | $ 196,200,000 | $ 196,200,000 | |||||
Unamortized debt discount | 8,800 | 8,800 | |||||
Repayment of notes principal amount pursuant to conversions by their holders | 454,700,000 | ||||||
Remaining principal balance of notes | $ 205,000,000 | 205,000,000 | |||||
Senior Notes [Member] | 1.5% Convertible Senior Notes due in 2018 [Member] | Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of warrants | $ 120,300,000 | ||||||
Senior Notes [Member] | 1.5% Convertible Senior Notes due in 2018 [Member] | Minimum [Member] | Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price per share | $ / shares | $ 124.52 | $ 124.52 | |||||
Senior Notes [Member] | 1.5% Convertible Senior Notes due in 2018 [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price of warrant | $ / shares | $ 184.48 | $ 184.48 | |||||
Outstanding convertible note hedge transactions and warrants | shares | 2,200,000 | 2,200,000 | |||||
Senior Notes [Member] | 1.5% Convertible Senior Notes due in 2018 [Member] | Maximum [Member] | Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price per share | $ / shares | $ 184.48 | $ 184.48 | |||||
Senior Notes [Member] | 1.5% Convertible Senior Notes due in 2018 [Member] | One Hundred Thirty Percent Applicable Conversion Price [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument convertible consecutive trading days | d | 20 | ||||||
Senior Notes [Member] | 1.5% Convertible Senior Notes due in 2018 [Member] | One Hundred Thirty Percent Applicable Conversion Price [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument convertible trading days | 30 days | ||||||
Senior Notes [Member] | 1.5% Convertible Senior Notes due in 2018 [Member] | Ninety Eight Percent Applicable Conversion Price | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument convertible consecutive trading days | d | 5 |
Convertible and Long-term Deb85
Convertible and Long-term Debt Obligations - Asset-Based Credit Facility - Additional Information (Detail) - USD ($) | 1 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Carrying Value | $ 5,892,016 | ||
Asset Based Revolving Credit Agreement [Member] | Syndicate of Banks [Member] | |||
Debt Instrument [Line Items] | |||
Carrying Value | $ 135,000,000 | ||
Asset Based Revolving Credit Agreement [Member] | Syndicate of Banks [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Additional Borrowing Capacity | $ 250,000,000 | ||
Line of credit facility, conditional maximum borrowing capacity | 750,000,000 | ||
Carrying value of credit agreement liability | 200,000,000 | 969,000,000 | |
Swing-line loan sub-facility | $ 40,000,000 | ||
Maximum amount to be borrowed | 1,200,000,000 | ||
Asset Based Revolving Credit Agreement [Member] | Syndicate of Banks [Member] | Revolving Credit Facility [Member] | Federal Funds Purchased | |||
Debt Instrument [Line Items] | |||
Line of credit, additional interest rate | 0.50% | ||
Asset Based Revolving Credit Agreement [Member] | Syndicate of Banks [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, additional interest rate | 1.00% | ||
Asset Based Revolving Credit Agreement [Member] | Syndicate of Banks [Member] | Revolving Credit Facility [Member] | Undrawn amounts interest rate [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, additional interest rate | 0.25% | ||
Asset Based Revolving Credit Agreement [Member] | Syndicate of Banks [Member] | Swing-Line Loan Sub-Facility [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of credit agreement liability | $ 0 |
Convertible and Long-term Deb86
Convertible and Long-term Debt Obligations - Secured Revolving Credit Facility - Additional Information (Detail) - SolarCity [Member] - Syndicate of Banks [Member] - Revolving Credit Facility [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instrument [Line Items] | |
Line of credit, additional spread interest rate | 2.25% |
Line of credit, fee for undrawn commitments | 0.375% |
Credit facility interest rate terms | Borrowed funds bear interest, at our option, at an annual rate of (a) 3.25% plus LIBOR or (b) 2.25% plus the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. |
LIBOR [Member] | |
Debt Instrument [Line Items] | |
Line of credit, additional spread interest rate | 1.00% |
Line of credit, additional interest rate | 3.25% |
Federal Funds Purchased | |
Debt Instrument [Line Items] | |
Line of credit, additional spread interest rate | 0.50% |
Convertible and Long-term Deb87
Convertible and Long-term Debt Obligations - 2.75% Convertible Senior Notes Due In 2018 - Additional Information (Detail) - SolarCity [Member] - 2.75% Convertible Senior Notes due in 2018 [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Principal amount of convertible senior notes | $ 230,000,000 | |
Maturity Dates | Nov. 1, 2018 | |
Interest Rate | 2.75% | |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible principal amount | $ 1,000 | |
Convertible instrument, shares issued | 1.7838 | |
Convertible notes, conversion price | $ 560.64 | |
Convertible senior notes, description | The convertible senior note holders may require us to repurchase their convertible senior notes for cash only under certain defined fundamental changes. | |
Senior Notes [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Convertible instrument, shares issued | 2.3635 | |
Senior Notes [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes, conversion price | $ 423.10 |
Convertible and Long-term Deb88
Convertible and Long-term Debt Obligations - 1.625% Convertible Senior Notes Due In 2019 - Additional Information (Detail) - 1.625% Convertible Senior Notes due in 2019 [Member] - SolarCity [Member] | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2016USD ($)$ / shares$ / Derivativeshares | |
Capped Call Option [Member] | |||
Debt Instrument [Line Items] | |||
Shares received upon the exercise of the capped call options | 745,377 | ||
Capped call options, specification | (i) the lower of $1,146.18 or the then market price of our common stock less (ii) $759.36 and divided by (b) the then market price of our common stock. The results of this formula are that we would receive more shares as the market price of our common stock exceeds $759.36 and approaches $1,146.18, but we would receive fewer shares as the market price of our common stock exceeds $1,146.18. | ||
Cap price | $ / Derivative | 1,146.18 | ||
Initial strike price | $ / Derivative | 759.36 | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Derivative, Maturity Date | Oct. 29, 2019 | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Derivative, Maturity Date | Sep. 4, 2019 | ||
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of convertible senior notes | $ | $ 66,000,000 | $ 500,000,000 | |
Interest Rate | 1.625% | 1.625% | |
Maturity Dates | Nov. 1, 2019 | Nov. 1, 2019 | |
Convertible principal amount | $ | $ 1,000 | ||
Convertible instrument, shares issued | 1.3169 | ||
Convertible notes, conversion price | $ / shares | $ 759.36 | ||
Senior Notes [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Convertible instrument, shares issued | 1.7449 | ||
Senior Notes [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes, conversion price | $ / shares | $ 573.10 |
Convertible and Long-term Deb89
Convertible and Long-term Debt Obligations - Zero-Coupon Convertible Senior Notes Due in 2020 - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Convertible senior notes issued to related parties | $ 13,000,000 | |
Zero-coupon Convertible Senior Notes due in 2020 [Member] | SolarCity [Member] | ||
Debt Instrument [Line Items] | ||
Convertible senior notes issued to related parties | $ 13,000,000 | |
Maturity Dates | Dec. 1, 2020 | |
Convertible principal amount | $ 1,000 | |
Convertible instrument, shares issued | 3.3333 | |
Convertible notes, conversion price | $ 300 | |
Debt instrument redeemed description | The convertible senior note holders may require us to repurchase their convertible senior notes for cash only under certain defined fundamental changes. On or after June 30, 2017, the convertible senior notes will be redeemable by us in the event that the closing price of our common stock exceeds 200% of the conversion price for 45 consecutive trading days ending within three trading days of such redemption notice at a redemption price of par plus accrued and unpaid interest to, but excluding, the redemption date | |
Common stock price to conversion price, percentage | 200.00% | |
Debt instrument convertible trading days | 45 days | |
Zero-coupon Convertible Senior Notes due in 2020 [Member] | SolarCity [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Convertible instrument, shares issued | 4.2308 | |
Zero-coupon Convertible Senior Notes due in 2020 [Member] | SolarCity [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes, conversion price | $ 236.36 | |
Zero-coupon Convertible Senior Notes due in 2020 [Member] | SolarCity [Member] | Private Placement [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount of convertible senior notes | $ 113,000,000 | |
Interest Rate | 0.00% |
Convertible and Long-term Deb90
Convertible and Long-term Debt Obligations - Solar Bonds - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | |
SpaceX [Member] | Solar bonds due in March 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 4.40% | |||
Maturity Dates | Mar. 31, 2017 | |||
SpaceX [Member] | Solar bonds due in June 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 4.40% | |||
Maturity Dates | Jun. 30, 2017 | |||
SpaceX [Member] | SolarCity [Member] | Solar bonds due in March 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of solar bonds issued to related parties | $ 90 | |||
Interest Rate | 4.40% | |||
Maturity Dates | Mar. 31, 2017 | |||
SpaceX [Member] | SolarCity [Member] | Solar bonds due in June 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of solar bonds issued to related parties | $ 75 | |||
Interest Rate | 4.40% | |||
Maturity Dates | Jun. 30, 2017 | |||
Chairman of the Company's board of directors, the Company's Chief Executive Officer and the Company's Chief Technology Officer [Member] | SolarCity [Member] | Solar bonds due in February 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of solar bonds issued to related parties | $ 100 | |||
Interest Rate | 6.50% | |||
Maturity Dates | Feb. 28, 2018 | |||
Solar Bonds [Member] | SpaceX [Member] | SolarCity [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument redeemed description | In September 2015, SolarCity commenced issuing Solar Bonds with variable interest rates that reset quarterly and that can be redeemed quarterly at the option of the bondholder or us, with 30-day advance notice. |
Convertible and Long-term Deb91
Convertible and Long-term Debt Obligations - Canada Credit Facility - Additional Information (Detail) - Canada Credit Agreement [Member] - Non-recourse debt [Member] - Royal Bank of Canada [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Carrying value of credit agreement liability | $ 67.3 |
Credit agreement, term of loan | 48 months |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 3.60% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Interest Rate | 4.50% |
Convertible and Long-term Deb92
Convertible and Long-term Debt Obligations - Warehouse Agreement Facility - Additional Information (Detail) - Non-recourse debt [Member] - Warehouse Agreement Borrowings [Member] - Deutsche Bank [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Aug. 31, 2016 | |
Debt Instrument [Line Items] | ||
Maximum amount to be borrowed | $ 600,000,000 | $ 300,000,000 |
Warehouse agreement, description | Subject to extension in accordance with the terms of the Warehouse Agreement, the ability to draw under the Warehouse Agreement expires on August 31, 2017, and the full amount outstanding under the Warehouse Agreement is due September 20, 2018. | |
Line of credit facility, expiration date | Sep. 20, 2018 | |
Carrying value of credit agreement liability | $ 390,000,000 |
Convertible and Long-term Deb93
Convertible and Long-term Debt Obligations - Term Loan - Additional Information (Detail) - SolarCity [Member] - Non-recourse debt [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Dec. 31, 2016 | Mar. 31, 2016 | |
March 31, 2016 Agreement [Member] | Term Loan due in December 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Maximum amount to be borrowed | $ 50,000,000 | ||
Line of credit, additional interest rate | 3.25% | ||
Line of credit, fee for undrawn commitments | 0.85% | ||
January 2016, Agreement [Member] | Term Loan due in January 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Maximum amount to be borrowed | $ 160,000,000 | ||
Line of credit, additional interest rate | 3.50% |
Convertible and Long-term Deb94
Convertible and Long-term Debt Obligations - MyPower Revolving Credit Facility - Additional Information (Detail) - SolarCity [Member] - Non-recourse debt [Member] - MyPower Revolving Credit Facility [Member] - USD ($) | Dec. 16, 2015 | Dec. 31, 2016 | Jan. 09, 2015 |
Class A [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate | 2.50% | ||
Class B [Member] | |||
Debt Instrument [Line Items] | |||
Basis interest rate on remaining amount | 3.00% | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum amount to be borrowed | $ 200,000,000 | ||
Credit facility interest rate terms | The Class A notes bear interest at an annual rate of (i) for the first $160.0 million, 2.50% and (ii) for the remaining $40.0 million, 3.00%; in each case, plus (a) the commercial paper rate or (b) 1.50% plus adjusted LIBOR. The Class B notes bear interest at an annual rate of 5.00% plus LIBOR. | ||
Revolving Credit Facility [Member] | Class A [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility interest rate terms | The fee for undrawn commitments under the Class A notes is 0.50% per annum for the first $160.0 million of undrawn commitments and 0.75% per annum for the remaining $40.0 million of undrawn commitments | ||
Principal amount of convertible senior notes | 160,000,000 | ||
Line of credit, fee for undrawn commitments | 0.50% | ||
Revolving Credit Facility [Member] | Class B [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility interest rate terms | The fee for undrawn commitments under the Class B notes is 0.50% per annum. | ||
Principal amount of convertible senior notes | $ 40,000,000 | ||
Line of credit, additional interest rate | 5.00% | ||
Line of credit, fee for undrawn commitments | 0.75% | ||
Revolving Credit Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit, additional interest rate | 1.50% |
Convertible and Long-term Deb95
Convertible and Long-term Debt Obligations - Revolving Aggregation Credit Facility - Additional Information (Detail) - SolarCity [Member] - Non-recourse debt [Member] - Revolving Aggregation Credit Facility [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | May 04, 2015 | |
Debt Instrument [Line Items] | ||
Maximum amount to be borrowed | $ 500,000,000 | |
Line of credit, additional interest rate | 3.25% | |
Credit facility interest rate terms | The revolving aggregation credit facility bears interest at an annual rate of 3.25% plus (i) for commercial paper loans, the commercial paper rate and (ii) for LIBOR loans, at our option, three-month LIBOR or daily LIBOR. |
Convertible and Long-term Deb96
Convertible and Long-term Debt Obligations - Solar Renewable Energy Credit Term Loan - Additional Information (Detail) - SolarCity [Member] - Solar Renewable Energy Credit Term Loan [Member] - USD ($) | Jul. 14, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 |
Non-recourse debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount to be borrowed | $ 15,000,000 | |||
Credit facility interest rate terms | The term loan bears interest at an annual rate of one-month LIBOR plus 9.00% or, at our option, 8.00% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. | |||
Repayment of notes principal amount pursuant to conversions by their holders | $ 1,300,000 | |||
Non-recourse debt [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, additional interest rate | 8.00% | |||
Non-recourse debt [Member] | Libor Option | ||||
Debt Instrument [Line Items] | ||||
Line of credit, additional interest rate | 9.00% | |||
Non-recourse debt [Member] | Federal Funds Purchased | ||||
Debt Instrument [Line Items] | ||||
Line of credit, additional interest rate | 0.50% | |||
Non-recourse debt [Member] | Syndicated Revolving Bank Agreement [Member] | Libor Option | ||||
Debt Instrument [Line Items] | ||||
Line of credit, additional interest rate | 1.00% | |||
Second Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount to be borrowed | $ 36,400,000 | |||
Credit facility interest rate terms | The term loan bears interest at an annual rate of one-month LIBOR plus 5.75% or, at our option, 4.75% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. | |||
Second Term Loan [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, additional interest rate | 4.75% | |||
Second Term Loan [Member] | Libor Option | ||||
Debt Instrument [Line Items] | ||||
Line of credit, additional interest rate | 5.75% | |||
Second Term Loan [Member] | Federal Funds Purchased | ||||
Debt Instrument [Line Items] | ||||
Line of credit, additional interest rate | 0.50% | |||
Second Term Loan [Member] | Syndicated Revolving Bank Agreement [Member] | Libor Option | ||||
Debt Instrument [Line Items] | ||||
Line of credit, additional interest rate | 1.00% |
Convertible and Long-term Deb97
Convertible and Long-term Debt Obligations - Cash Equity Debt - Additional Information (Detail) - Non-recourse debt [Member] - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 16, 2016 | Sep. 08, 2016 | May 02, 2016 |
Cash Equity Debt I [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 5.70% | |||
Cash Equity Debt II [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 5.30% | |||
Cash Equity Debt III [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 5.80% | |||
SolarCity [Member] | Cash Equity Debt I [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt principal issued | $ 121.7 | |||
Interest Rate | 5.65% | |||
SolarCity [Member] | Cash Equity Debt II [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt principal issued | $ 210 | |||
Interest Rate | 5.25% | |||
SolarCity [Member] | Cash Equity Debt III [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt principal issued | $ 170 | |||
Interest Rate | 5.81% |
Convertible and Long-term Deb98
Convertible and Long-term Debt Obligations - Solar Asset-backed Notes - Additional Information (Detail) - SolarCity [Member] - Non-recourse debt [Member] - USD ($) $ in Millions | Jan. 21, 2016 | Feb. 29, 2016 | Aug. 31, 2015 | Jul. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2016 | Nov. 30, 2013 |
Solar Asset-backed Notes, Series 2013-1 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal issued | $ 54.4 | ||||||
Collateral value of solar assets | $ 93 | ||||||
Debt discount percentage | 0.05% | ||||||
Lease Pass-Through Financing Obligation [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Lease financing obligations | $ 56.4 | ||||||
Lease financing obligation termination | 40.2 | ||||||
Solar Asset-backed Notes, Series 2014-1 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal issued | $ 70.2 | ||||||
Collateral value of solar assets | 113.6 | ||||||
Debt discount percentage | 0.01% | ||||||
Solar Asset-backed Notes, Series 2014-2 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Collateral value of solar assets | 265.6 | ||||||
Debt discount percentage | 0.01% | ||||||
Solar Asset-backed Notes, Series 2014-2 [Member] | Class A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal issued | $ 160 | ||||||
Solar Asset-backed Notes, Series 2014-2 [Member] | Class B [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal issued | $ 41.5 | ||||||
Solar Asset-backed Notes, Series 2015-1 [Member] | Class A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal issued | $ 103.5 | ||||||
Debt discount percentage | 0.05% | ||||||
Solar Asset-backed Notes, Series 2015-1 [Member] | Class B [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal issued | $ 20 | ||||||
Debt discount percentage | 1.46% | ||||||
Solar Asset-backed Notes, Series 2016-1 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal issued | $ 52.2 | ||||||
Collateral value of solar assets | $ 87.7 | ||||||
Debt discount percentage | 6.71% | ||||||
Solar Loan-backed Notes, Series 2016-A [Member] | Class A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal issued | $ 151.6 | ||||||
Debt discount percentage | 3.22% | ||||||
Solar Loan-backed Notes, Series 2016-A [Member] | Class B [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal issued | $ 33.4 | ||||||
Debt discount percentage | 15.90% |
Convertible and Long-term Deb99
Convertible and Long-term Debt Obligations - Schedule of Aggregate Amount of Interest Expense Recognized (Detail) - SolarCity [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Contractual interest coupon | $ 27,060 | $ 32,061 | $ 26,019 |
Amortization of debt issuance costs | 8,567 | 8,102 | 5,288 |
Amortization of debt discount | 99,811 | 97,786 | 79,479 |
Total | $ 135,438 | $ 137,949 | $ 110,786 |
Convertible and Long-term De100
Convertible and Long-term Debt Obligations - Pledged Assets - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
SolarCity [Member] | Non-recourse debt [Member] | ||
Debt Instrument [Line Items] | ||
Pledged or restricted inventory, certain property and equipment, receivables and cash as collateral | $ 2,300 | $ 1,430 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 21, 2016 | May 31, 2016 | Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Overview Of The Company [Line Items] | |||||
Common stock shares sold | 7,915,004 | 3,099,173 | |||
Issuance of common stock public offering | $ 1,700,000 | $ 738,300 | $ 1,687,147 | $ 738,408 | |
Common Stock [Member] | |||||
Overview Of The Company [Line Items] | |||||
Common stock shares sold | 7,915,000 | 3,099,000 | |||
Issuance of common stock public offering | $ 8 | $ 3 | |||
Conversion of stock, shares issued | 11,124,497,000 | ||||
SolarCity [Member] | Common Stock [Member] | |||||
Overview Of The Company [Line Items] | |||||
Conversion of stock, shares converted | 101,131,791,000 | ||||
Chief Executive Officer [Member] | |||||
Overview Of The Company [Line Items] | |||||
Common stock shares sold | 82,645 | ||||
Issuance of common stock public offering | $ 20,000 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2014Tranchesshares | Aug. 31, 2012Tranchesshares | Dec. 31, 2016USD ($)TranchesVehicle$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period, in years | 4 years | ||||
Contractual term of stock options, in years | 10 years | ||||
Total intrinsic value of options exercised | $ 1,680,000,000 | $ 395,600,000 | $ 446,900,000 | ||
Weighted-average grant-date fair value for option awards granted | $ / shares | $ 98.7 | $ 108.28 | $ 94.01 | ||
Aggregate number of vehicle production | Vehicle | 300,000 | ||||
Unrecognized compensation expense | $ 772,900,000 | ||||
Stock-based compensation | $ 334,225,000 | $ 197,999,000 | $ 156,496,000 | ||
Weighted-average period of recognition of unrecognized compensation, in years | 2 years 9 months 18 days | ||||
Percentage of payroll deductions of employees eligible compensation | 15.00% | ||||
Percentage of discount on purchase price of shares lower than fair market value | 85.00% | ||||
Number of shares issued under ESPP | shares | 321,788 | 220,571 | 163,600 | ||
Number of shares issued under ESPP, value | $ 51,700,000 | $ 37,538,000 | $ 28,571,000 | ||
Fourth Tranche [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Aggregate number of vehicle production | Vehicle | 100,000 | ||||
Third Tranche [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Aggregate number of vehicle production | Vehicle | 200,000 | ||||
2012 CEO Grant [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of stock options granted | shares | 5,274,901 | ||||
Number of vesting tranches | Tranches | 7 | ||||
CEO Grant consists of number of vesting tranches | Tranches | 10 | ||||
Market capitalization | $ 4,000,000,000 | ||||
Initial market capitalization | 3,200,000,000 | ||||
Cash compensation received by CEO | 0 | ||||
Performance Condition Not Considered Probable Achievement [Member] | 2012 CEO Grant [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | 6,100,000 | ||||
Performance Condition Probable of Being Achieved [Member] | 2012 CEO Grant [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 4,900,000 | ||||
Weighted-average period of recognition of unrecognized compensation, in years | 2 years 3 months 18 days | ||||
First Model X Production Vehicle [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Portion of stock options scheduled to vest upon successful completion of performance objectives | 0.25% | ||||
12-month period [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Portion of stock options scheduled to vest upon successful completion of performance objectives | 0.25% | ||||
Aggregate number of vehicle production | Vehicle | 100,000 | ||||
First Gen III Production Vehicle [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Portion of stock options scheduled to vest upon successful completion of performance objectives | 0.25% | ||||
Three year period [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Portion of stock options scheduled to vest upon successful completion of performance objectives | 0.25% | ||||
Gross margin | 30.00% | ||||
2014 Performance-based Stock Option Grants [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of stock options granted | shares | 1,073,000 | ||||
Number of vesting tranches | Tranches | 4 | ||||
2014 Performance-based Stock Option Grants [Member] | Performance Condition Not Considered Probable Achievement [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 17,500,000 | ||||
Stock-based compensation | 25,300,000 | 10,400,000 | 10,700,000 | ||
Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 15,800,000 | $ 10,600,000 | $ 25,000,000 | ||
Employee Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for grant | shares | 3,615,749 | ||||
Number of shares available for issuance under ESPP | shares | 1,794,063 | ||||
2010 Equity Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common shares were reserved for future issuance | shares | 4,698,501 | ||||
Number of stock options granted | shares | 853,960 | ||||
Employee stock purchase plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average grant-date fair value for ESPP granted | $ / shares | $ 51.31 | $ 58.77 | $ 74.07 |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Stock Option and RSU Activity Under Plan (Detail) - 2010 Equity Incentive Plan [Member] $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Beginning Balance | 20,015,180 |
Number of Options, Assumed through acquisition | 1,304,104 |
Number of Options, Granted | 853,960 |
Number of Options, Exercised | (8,735,830) |
Number of Options, Cancelled | (561,992) |
Number of Options, Ending Balance | 12,875,422 |
Number of Options, Vested and expected to vest | 12,875,422 |
Number of Options, Exercisable and vested | 7,817,124 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 46.14 |
Weighted Average Exercise Price, Granted, Assumed through acquisition | $ / shares | 283.35 |
Weighted Average Exercise Price, Granted | $ / shares | 211.10 |
Weighted Average Exercise Price, Exercised | $ / shares | 12.84 |
Weighted Average Exercise Price, Cancelled | $ / shares | 218.58 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 96.50 |
Weighted Average Exercise Price, Vested and expected to vest | $ / shares | 96.50 |
Weighted Average Exercise Price, Exercisable and vested | $ / shares | $ 77.70 |
Weighted Average Remaining Contractual Life (Years), Balance | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Exercisable and vested | 5 years 2 months 12 days |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 1,720 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 1,720 |
Aggregate Intrinsic Value, Exercisable and vested | $ | $ 1,190 |
Restricted stock units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Beginning Balance | 2,439,674 |
Number of RSUs, Assumed through acquisition | 382,611 |
Number of RSUs, Granted | 2,797,973 |
Number of RSUs, Cancelled | (519,908) |
Number of RSUs, Released | (1,018,261) |
Number of RSUs, Ending Balance | 4,082,089 |
Number of RSUs, Vested and expected to vest | 4,082,089 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 219.90 |
Weighted Average Grant Date Fair Value, Assumed through acquisition | $ / shares | 185.04 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 202.59 |
Weighted Average Grant Date Fair Value, Cancelled | $ / shares | 215.07 |
Weighted Average Grant Date Fair Value, Released | $ / shares | 212.96 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 207.11 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Fair Value of Option Award and ESPP on Grant Date (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.50% | 1.60% | 1.90% |
Expected term (in years) | 6 years 2 months 12 days | 5 years 4 months 24 days | 6 years |
Expected volatility | 47.00% | 48.00% | 55.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Employee stock purchase plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 0.60% | 0.30% | 0.10% |
Expected term (in years) | 6 months | 6 months | 6 months |
Expected volatility | 41.00% | 42.00% | 46.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Equity Incentive Plans - Sum105
Equity Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 334,225 | $ 197,999 | $ 156,496 |
Cost of sales [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 30,400 | 19,244 | 17,454 |
Research and development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 154,632 | 89,309 | 62,601 |
Selling, general and administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 149,193 | $ 89,446 | $ 76,441 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||
Provision for income taxes | $ 26,698,000 | $ 13,039,000 | $ 9,404,000 |
Deferred Tax Assets Valuation Allowance | 1,022,705,000 | 668,432,000 | |
Increase in valuation on deferred taxes | 354,300,000 | ||
Deferred tax assets, net | 731,463,000 | 190,469,000 | |
Research and development credits | 208,499,000 | 73,068,000 | |
Deferred tax liability | 0 | ||
Unrecognized tax benefits, that would not affect effective tax rate | 198,300,000 | ||
SolarCity [Member] | |||
Income Taxes [Line Items] | |||
Increase in valuation on deferred taxes | 169,300,000 | ||
Foreign jurisdictions [Member] | |||
Income Taxes [Line Items] | |||
Deferred tax assets, net | 33,100,000 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carry-forwards | 4,340,000,000 | ||
Operating loss carry-forwards, related to stock options benefits recorded as additional paid-in capital | $ 2,390,000,000 | ||
Operating loss carry-forwards beginning to expire in the year | Dec. 31, 2024 | ||
Research and development credits | 153,000,000 | ||
Research and development tax credits, federal carry-forwards expiration date | 2,024 | ||
General business tax credit | 105,500,000 | ||
General business tax credits, beginning to expire in the year | 2,033 | ||
Federal [Member] | Minimum [Member] | |||
Income Taxes [Line Items] | |||
Income tax examination, years | 2,003 | ||
Federal [Member] | Maximum [Member] | |||
Income Taxes [Line Items] | |||
Income tax examination, years | 2,015 | ||
State [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carry-forwards | 3,010,000,000 | ||
Operating loss carry-forwards, related to stock options benefits recorded as additional paid-in capital | $ 1,420,000,000 | ||
Operating loss carry-forwards beginning to expire in the year | Dec. 31, 2017 | ||
Research and development credits | $ 163,600,000 | ||
California | Minimum [Member] | |||
Income Taxes [Line Items] | |||
Income tax examination, years | 2,003 | ||
California | Maximum [Member] | |||
Income Taxes [Line Items] | |||
Income tax examination, years | 2,015 | ||
U.S. and foreign jurisdictions [Member] | Minimum [Member] | |||
Income Taxes [Line Items] | |||
Income tax examination, years | 2,007 | ||
U.S. and foreign jurisdictions [Member] | Maximum [Member] | |||
Income Taxes [Line Items] | |||
Income tax examination, years | 2,015 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 130,718 | $ 415,694 | $ 60,451 |
Noncontrolling interest and redeemable noncontrolling interest | 98,132 | ||
Foreign | 517,498 | 459,930 | 224,185 |
Loss before income taxes | $ 746,348 | $ 875,624 | $ 284,636 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
State, Current | $ 568 | $ 525 | $ 257 |
Foreign, Current | 53,962 | 10,342 | 9,203 |
Total current | 54,530 | 10,867 | 9,460 |
Deferred: | |||
Foreign, Deferred | (27,832) | 2,172 | (56) |
Total deferred | (27,832) | 2,172 | (56) |
Provision for income taxes | $ 26,698 | $ 13,039 | $ 9,404 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 648,652 | $ 404,377 |
Research and development credits | 208,499 | 73,068 |
Other tax credits | 106,530 | 30,079 |
Deferred revenue | 268,434 | 162,272 |
Inventory and warranty reserves | 95,570 | 53,410 |
Depreciation and amortization | 66 | |
Stock-based compensation | 120,955 | 71,009 |
Financial Instruments | 35,073 | |
Investment in certain financing funds | 237,759 | |
Accruals and others | 67,769 | 29,547 |
Total deferred tax assets | 1,754,168 | 858,901 |
Valuation allowance | (1,022,705) | (668,432) |
Deferred tax assets, net of valuation allowance | 731,463 | 190,469 |
Deferred tax liabilities: | ||
Depreciation and amortization | (679,969) | (188,240) |
Other | (3,779) | (4,309) |
Financial Instruments | (22,033) | |
Total deferred tax liabilities | (705,781) | (192,549) |
Deferred tax liability, net of valuation allowance and deferred tax liabilities | $ (2,080) | |
Deferred tax assets, net of valuation allowance and deferred tax liabilities | $ 25,682 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Taxes to Effective Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory federal rate | $ (261,222) | $ (306,470) | $ (99,622) |
State tax, net of federal benefit | 568 | 525 | 257 |
Nondeductible expenses | 26,547 | 16,711 | 15,238 |
Foreign income rate differential | 206,470 | 172,259 | 86,734 |
U.S. tax credits | (162,865) | (43,911) | (26,895) |
Noncontrolling interests and redeemable noncontrolling interests adjustment | 21,964 | ||
Investment in certain financing bonds | (31,055) | ||
Other reconciling items | 785 | 1,232 | 877 |
Change in valuation allowance | 225,506 | 172,693 | 32,815 |
Provision for income taxes | $ 26,698 | $ 13,039 | $ 9,404 |
Income Taxes - Schedule of Aggr
Income Taxes - Schedule of Aggregate Changes in Balance of Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, beginning balance | $ 99,127 | $ 41,377 | $ 13,370 |
Increases in balances related to prior year tax positions | 28,677 | 6,626 | 56 |
Increases in balances related to current year tax positions | 62,805 | 51,124 | 27,951 |
Acquired uncertain tax positions | 13,327 | ||
Unrecognized tax benefits, ending balance | $ 203,936 | $ 99,127 | $ 41,377 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016USD ($)$ / yr | Oct. 05, 2016Plaintiff | Feb. 28, 2013USD ($)Plaintiff | Dec. 31, 2016USD ($)$ / yr | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Commitments And Contingencies [Line Items] | ||||||
Lease expiration of facility | Dec. 31, 2030 | |||||
Rent expense | $ 116.8 | $ 68.2 | $ 46.3 | |||
Initial direct costs related to solar energy systems leased to customers | 20 years | |||||
Environmental remediation costs expected to be paid | $ 15 | |||||
Minimum amount of environmental remediation costs in excess of which the company expected to pay | 30 | |||||
Letters of credit outstanding | $ 105.1 | 105.1 | ||||
Lawsuit in the Court of Chancery of the State of Delaware by purported stockholders of Tesla challenging Tesla's acquisition of SolarCity [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of lawsuits filed | Plaintiff | 7 | |||||
Lawsuit in the United States Court of Federal Claims Against the United States Government [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of lawsuits filed | Plaintiff | 2 | |||||
Loss contingency, seeking to recover value | $ 14 | |||||
NUMMI [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Environmental remediation costs expected to be paid by a seller after the first amount is paid by company | 15 | |||||
Maximum amount that can be spent on remediation activities | $ 30 | |||||
Agreement term for governmentally required remediation activities for contamination, year | 10 years | |||||
Build-to-suit Lease Arrangement [Member] | Construction in progress | ||||||
Commitments And Contingencies [Line Items] | ||||||
Non-cash investing and non-cash financing activities | $ 5.6 | $ 783.9 | ||||
Build-to-suit Lease Arrangement [Member] | Research Foundation [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Acquisition of manufacturing equipment | 348.1 | |||||
Additional specified scope costs | $ 51.9 | |||||
Initial direct costs related to solar energy systems leased to customers | 10 years | |||||
Operating lease, option to renew, amount per year | $ / yr | 2 | 2 | ||||
Lease arrangement, amount required to spend or incur | $ 5,000 | $ 5,000 | ||||
Contractual obligation | $ 41.2 | $ 41.2 | ||||
Maximum [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Terms of agreements to lease equipment under capital leases in months | 60 months | |||||
Maximum [Member] | Build-to-suit Lease Arrangement [Member] | Research Foundation [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Construction cost committed | $ 350 |
Commitments and Contingencie113
Commitments and Contingencies - Schedule of Future Minimum Commitments for Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Leases, 2017 | $ 165,457 |
Operating Leases, 2018 | 150,925 |
Operating Leases, 2019 | 125,148 |
Operating Leases, 2020 | 102,804 |
Operating Leases, 2021 | 88,950 |
Operating Leases, Thereafter | 292,693 |
Operating Leases, Total minimum lease payments | 925,977 |
Capital Leases, 2017 | 38,712 |
Capital Leases, 2018 | 33,730 |
Capital Leases, 2019 | 23,793 |
Capital Leases, 2020 | 7,333 |
Capital Leases, 2021 | 2,746 |
Capital Leases, Thereafter | 16,259 |
Total minimum lease payments, Capital Leases | 122,573 |
Less: Amounts representing interest not yet incurred, Capital Leases | 9,592 |
Present value of capital lease obligations | 112,981 |
Less: Current portion, Capital Leases | 35,497 |
Long-term portion of capital lease obligations | $ 77,484 |
VIE Arrangements - Summary of N
VIE Arrangements - Summary of Number of Current VIE Funds by Classification of Investor, the Carrying Value, Total Investor Contributions Received and Undrawn Investor Contributions (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)Fund | Dec. 31, 2015USD ($) | |
Variable Interest Entity [Line Items] | ||
Carrying Value of Solar Energy Systems | $ 3,134,080 | $ 1,791,403 |
VIEs [Member] | ||
Variable Interest Entity [Line Items] | ||
Number of funds | Fund | 47 | |
Total Investor Contributions Received | $ 3,924,652 | |
Undrawn Investor Contributions | 272,092 | |
Carrying Value of Solar Energy Systems | $ 4,618,443 | |
VIEs [Member] | Financial Institutions [Member] | ||
Variable Interest Entity [Line Items] | ||
Number of funds | Fund | 34 | |
Total Investor Contributions Received | $ 2,623,918 | |
Undrawn Investor Contributions | 106,850 | |
Carrying Value of Solar Energy Systems | $ 3,085,024 | |
VIEs [Member] | Corporations [Member] | ||
Variable Interest Entity [Line Items] | ||
Number of funds | Fund | 8 | |
Total Investor Contributions Received | $ 1,020,058 | |
Undrawn Investor Contributions | 130,209 | |
Carrying Value of Solar Energy Systems | $ 1,353,193 | |
VIEs [Member] | Utilities [Member] | ||
Variable Interest Entity [Line Items] | ||
Number of funds | Fund | 4 | |
Total Investor Contributions Received | $ 278,888 | |
Undrawn Investor Contributions | 35,033 | |
Carrying Value of Solar Energy Systems | $ 178,280 | |
VIEs [Member] | Other Investors [Member] | ||
Variable Interest Entity [Line Items] | ||
Number of funds | Fund | 1 | |
Total Investor Contributions Received | $ 1,788 | |
Carrying Value of Solar Energy Systems | $ 1,946 |
VIE Arrangements - Additional I
VIE Arrangements - Additional Information (Detail) | Dec. 31, 2016USD ($) |
Variable Interest Entity [Line Items] | |
Accrued in distribution payable | $ 300,000 |
VIEs [Member] | |
Variable Interest Entity [Line Items] | |
Fund assets pledged as collateral | 0 |
Accrued in distribution payable | $ 24,085,000 |
VIE Arrangements - Carrying Val
VIE Arrangements - Carrying Values of Assets and Liabilities of Subsidiary in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||||
Cash and cash equivalents | $ 3,393,216 | $ 1,196,908 | $ 1,905,713 | $ 845,889 |
Restricted cash | 105,519 | 22,628 | ||
Accounts receivable, net | 499,142 | 168,965 | ||
Prepaid expenses and other current assets | 194,465 | 115,667 | ||
Total current assets | 6,259,796 | 2,782,006 | ||
Operating lease net | 3,134,080 | 1,791,403 | ||
Other assets | 216,751 | 46,858 | ||
Total assets | 22,664,076 | 8,067,939 | ||
Current liabilities | ||||
Accounts payable | 1,860,341 | 916,148 | ||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 300 | |||
Customer deposits | 663,859 | 283,370 | ||
Deferred revenue | 763,126 | 423,961 | ||
Total current liabilities | 5,827,005 | 2,811,035 | ||
Deferred revenue, net of current portion | 851,790 | $ 446,105 | ||
VIEs [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 44,091 | |||
Restricted cash | 20,916 | |||
Accounts receivable, net | 16,023 | |||
Rebates receivable | 6,646 | |||
Prepaid expenses and other current assets | 7,532 | |||
Total current assets | 95,208 | |||
Operating lease net | 4,618,443 | |||
Other assets | 35,826 | |||
Total assets | 4,749,477 | |||
Current liabilities | ||||
Accounts payable | 20 | |||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 24,085 | |||
Accrued and other current liabilities | 8,157 | |||
Customer deposits | 1,169 | |||
Deferred revenue | 17,114 | |||
Current portion of long-term debt | 89,356 | |||
Total current liabilities | 139,901 | |||
Deferred revenue, net of current portion | 178,783 | |||
Long-term debt, net of current portion | 466,741 | |||
Other liabilities and deferred costs | 82,917 | |||
Total Liabilities | $ 868,342 |
Lease Pass-Through Financing117
Lease Pass-Through Financing Obligation - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)Arrangement | Dec. 31, 2015USD ($) | |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Number of lease pass-through fund arrangements | Arrangement | 8 | |
Cost of lease | $ 3,530,000 | $ 2,000,000 |
Accumulated depreciation on lease | 399,500 | $ 216,500 |
Capital lease obligation | 112,981 | |
Current portion of capital lease obligation | $ 35,497 | |
Maximum [Member] | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Initial lease term | 20 years | |
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Cost of lease | $ 785,300 | |
Accumulated depreciation on lease | 2,100 | |
Capital lease obligation | 122,300 | |
Current portion of capital lease obligation | $ 51,500 | |
Service and operational obligation term | 5 years | |
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | Minimum [Member] | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Initial lease term | 10 years | |
Solar Energy Systems Under Lease Pass-through Fund Arrangements [Member] | Maximum [Member] | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Initial lease term | 25 years |
Lease Pass-Through Financing118
Lease Pass-Through Financing Obligation - Schedule of Future Minimum Lease Payments to be Received for Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Property Subject To Or Available For Operating Lease [Line Items] | |
2,017 | $ 279,420 |
2,018 | 250,791 |
2,019 | 191,729 |
2,010 | 147,989 |
2,021 | 145,423 |
Thereafter | 2,122,127 |
Total | 3,137,479 |
SolarCity [Member] | |
Property Subject To Or Available For Operating Lease [Line Items] | |
2,017 | 37,208 |
2,018 | 37,653 |
2,019 | 36,371 |
2,010 | 35,622 |
2,021 | 35,413 |
Thereafter | 381,289 |
Total | $ 563,556 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |||
Contribution of employee compensation (in percent) | 100.00% | ||
Contributions to Retirement Plan | $ 0 | $ 0 | $ 0 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Related Party Transactions [Abstract] | |
Solar bonds issued to related parties | $ 265,100 |
Convertible senior notes issued to related parties | 13,000 |
Due to related parties (primarily accrued interest on the Solar Bonds and Convertible Senior notes, included in accrued and other current liabilities) | $ 5,136 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
SpaceX [Member] | Solar bonds due in March 2017 [Member] | |
Related Party Transaction [Line Items] | |
Current portion of solar bonds issued to related parties | $ 90 |
Debt instrument interest rate | 4.40% |
Debt instrument maturity date | Mar. 31, 2017 |
SpaceX [Member] | Solar bonds due in June 2017 [Member] | |
Related Party Transaction [Line Items] | |
Current portion of solar bonds issued to related parties | $ 75 |
Debt instrument interest rate | 4.40% |
Debt instrument maturity date | Jun. 30, 2017 |
Chief Executive Officers and Chief Technology Officer [Member] | Solar bonds due in February 2018 [Member] | |
Related Party Transaction [Line Items] | |
Current portion of solar bonds issued to related parties | $ 100 |
Debt instrument interest rate | 6.50% |
Debt instrument maturity date | Feb. 28, 2018 |
Quarterly Results of Operati122
Quarterly Results of Operations - Schedule of Selected Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||
Total revenues | $ 2,284,631 | $ 2,298,436 | $ 1,270,017 | $ 1,147,048 | $ 1,214,379 | $ 936,789 | $ 954,976 | $ 939,880 | $ 7,000,132 | $ 4,046,025 | $ 3,198,356 |
Gross profit | 435,278 | 636,735 | 274,776 | 252,468 | 218,564 | 231,496 | 213,370 | 260,073 | 1,599,257 | 923,503 | 881,671 |
Net loss attributable to common stockholders | $ (121,337) | $ 21,878 | $ (293,188) | $ (282,267) | $ (320,397) | $ (229,858) | $ (184,227) | $ (154,181) | $ (674,914) | $ (888,663) | $ (294,040) |
Net income (loss) per share of common stock attributable to common stockholders, basic | $ (0.78) | $ 0.15 | $ (2.09) | $ (2.13) | $ (2.44) | $ (1.78) | $ (1.45) | $ (1.22) | |||
Net income (loss) per share of common stock attributable to common stockholders, diluted | $ (0.78) | $ 0.14 | $ (2.09) | $ (2.13) | $ (2.44) | $ (1.78) | $ (1.45) | $ (1.22) |
Segment Reporting and Inform123
Segment Reporting and Information about Geographic Areas - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reporting segment | 2 |
Segment Reporting and Inform124
Segment Reporting and Information about Geographic Areas - Schedule of Total Revenues and Gross Margin by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net revenue | $ 2,284,631 | $ 2,298,436 | $ 1,270,017 | $ 1,147,048 | $ 1,214,379 | $ 936,789 | $ 954,976 | $ 939,880 | $ 7,000,132 | $ 4,046,025 | $ 3,198,356 |
Gross profit | $ 435,278 | $ 636,735 | $ 274,776 | $ 252,468 | $ 218,564 | $ 231,496 | $ 213,370 | $ 260,073 | 1,599,257 | 923,503 | 881,671 |
Automotive [Member] | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net revenue | 6,818,738 | 4,031,548 | 3,194,148 | ||||||||
Gross profit | 1,596,195 | 921,313 | 881,468 | ||||||||
Energy Generation and Storage [Member] | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net revenue | 181,394 | 14,477 | 4,208 | ||||||||
Gross profit | $ 3,062 | $ 2,190 | $ 203 |
Segment Reporting and Inform125
Segment Reporting and Information about Geographic Areas - Schedule of Revenues by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenue | $ 2,284,631 | $ 2,298,436 | $ 1,270,017 | $ 1,147,048 | $ 1,214,379 | $ 936,789 | $ 954,976 | $ 939,880 | $ 7,000,132 | $ 4,046,025 | $ 3,198,356 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenue | 4,200,706 | 1,957,397 | 1,471,643 | ||||||||
China [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenue | 1,065,255 | 318,513 | 477,082 | ||||||||
Norway [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenue | 335,572 | 356,419 | 412,198 | ||||||||
Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenue | $ 1,398,599 | $ 1,413,696 | $ 837,433 |
Segment Reporting and Inform126
Segment Reporting and Information about Geographic Areas - Schedule of Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived Assets | $ 11,902,839 | $ 3,403,334 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived Assets | 11,399,545 | 3,119,478 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived Assets | $ 503,294 | $ 283,856 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ in Millions | Jan. 27, 2017 | Jan. 03, 2017 |
Solar Loan-backed Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt principal issued | $ 145 | |
Maturity Dates | Sep. 30, 2049 | |
Grohmann Engineering GmbH [Member] | ||
Subsequent Event [Line Items] | ||
Acquisition date | Jan. 3, 2017 | |
Cash payment for acquisition | $ 150 |